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CORPORATION  FORMS 
AND  PRECEDENTS 


ANNOTATED 


BY 

WILLIAM  MEADE  FLETCHER 

OF  TMK  CHICAGO  BAR 

\uthor  of  "a  Treatise  on  Illinois  Cori>orations,"      A  Treatise  on 
Equity  Pleading  and  Practice,"  etc. 


CHICAGO 
CALLAGHAN   AND  COMPANY 


1  /iUYTAj 


ri[r^r"\r 


Copyright,  1913 
By  Callaghan  and  Company 


'•TV 


PREFACE. 


vi'  .    This  work  is  offered  to  the  legal  profession  and  to  persons 

^  interested  in  corporate  affairs  as  a  complete  collection  of  practi- 

^  eal  corporation  lurnis  and  precedents.     In  it  will  be  found  not 

-^  only  the  stock  forms  in  use 'in  the  various  states,  but  also  an 

^  exhaustive   variety  of  actual  precedents  for  tiie  various  forms  of 

H  corporate  activity   from  preliminary  agreements  before  incor- 

^  poration  to  the  certificate  of  dissolution. 

In  his  own  practice  the  author  has  frequently  felt  the  useful- 
ness of  a  work  of  this  character,  containing  in  one  volume  prac- 
tically every  form  which  may  be  desired  in  the  promotion, 
formation,  management,  amendment,  merger  and  consolidation, 
reorganization  and  dissolution  of  corporations.  In  addition  there 
are  included  herein  a  large  number  of  forms  which  are  new  to 
publication,  but  which  have  been  actually  used  by  large  cor- 
porations and  were  drawn  up  or  actually  passed  upon  bv  emi- 
nent corporation  counsel.  In  many  cases 'they  have  already  been 
construed  hy  the  courts,  to  whose  decisions  reference  is'  made 
where  possible. 

One  of  the  features  of  this  book  is  the  large  number  of  prac- 
tical notices  of  various  kinds  which  have  been  included  therein 
not  only  for  their  actual  value  as  precedents  but  also  on  account 
of  the  suggestions  as  to  procedure  which  may  be  obtained  there- 
from. The  chapters  on  Bond  Issues,  Car  Trusts,  Bv-laws,  Divi- 
dends, Merger  and  Consolidation,  Reorganization, 'and  Voting 
Trusts  are  made  up  entirely  of  actual  precedents  and  are  respect- 
fully submitted  as  being  by  far  the  most  complete  collection  of 
such  forms  published. 

In  order  to  render  this  work  more  valuable  and  to  facilitate 
its  use,  the  Index  has  been  made  minute  in  detail  and  exhaustive 
in  its  cross-references.  It  is  believed  that  from  an  examination 
thereof,  the  practitioner  or  corporate  officer  will  be  enabled  to 
find  readily,  not  only  any  particular  form  but  al.so  the  reference 
to  clauses  upon  any  particular  point  which  he  mav  desire  to 
consider. 

The  author  desires  to  acknowledge  his  indebtedness  to  William 
H.  Satterthwaite,  Jr.,  Esq.,  of  the  Philadelphia  Bar,  for  nu- 
merous valuable  suggestion^  and  assistance  in  the  preparation  of 
the  Index. 

In  the  belief  that  this  effort  will  be  found  to  effect  a  saving 
of  time  and  labor  and  by  its  usefulness  justify  its  publication, 
the  work  is  respectfully  submitted  to  the  bar  and  to  persons 
having  occasion  to  deal  with  corporate  matters. 

"William  Meade  Fletcuer. 

Chicago,  III,  Septemher,  1913. 


Gu  iso  s 


TABLE  OF  CONTENTS. 


CHAPTER   I. 

STATE  FORMS. 


Torm  *'«' 
A.I.ABAMA. 

1.  Declaration    of    Incorporation > 

2.  Foreign  corporations — Certlttcate  designatinar  agent  and  place  of  • 

business   in   Alabama,   for  filing  in   offlce  of  secretary   of  state 

of  Alabama " 

3.  Affidavit  of  agent  of  foreign  corporation ^ 

4.  Statement  to  be  filed  by  foreign  corporation  with  state  auditor..  4 

AXiASKA. 

5.  Articles   of    incorporation ^ 

6.  Statement   for   a   foreign    corporation 1 

7.  Certificate  of  consent  to  be  sued  and   designation  of  agent 8 

▲BIZOXTA. 

8.  Articles   of   incorporation    10 

9.  Notice  of  appointment  of  agent 1  - 

10.  Certificate  of  amendment   of  ar4lcles   of  incorporation 12 

ASKANSA8. 

11.  Articles    of    agreement    and    incorporation 14 

1 2.  Certificate   of   foreign    corporation 16 

CAI.IFOBNIA. 

13.  Articles  of  incorporation     '8 

14.  Articles  of  incorporation   for   corporation    witiiout   capital    stock.  19 

15.  Certificate  for  increasing  or  decreasing  the   number  of  directors  21 

16.  Certificate  of  removal   of   principal  place  of  business 21 

17.  Certificate  of  extension    of    existence    under    Section    401    of    the 

Civil    Code    '•  •  2  1 

18.  Order  for  change  of  name 25 

19.  Order    for   voluntary    dissolution 26 

20.  Certificate  of  increase  of  capital   stock 2S 

21.  Certificate  as   to  creation   of  bonded   indebtedness 33 

22.  Designation    of    agent    for    state    of    California    by    foreign    cor- 

poration       ^1 

23.  Report  on  general  franchises  of  incorporated  companies 42 

COIiOKADO.  , 

24.  Certificate  of  Incorporation     ■•6 

25.  Certificate   of  amendment   of  articles   of   incorporation 47 

26."  Certificate  of  full   paid   capital   stock    49 

27.  Certificate  of  impression   of  corporate   seal    50 

28.  Annual    report — Domestic   or    foreign    50 

29.  Foreign   corporations — Certificate   of  business  and   agent 52 

CONWECTICUT. 

30.  Certificate  of  incorporation     ,,^.,.f.-.  •  •  ■  54 

31.  Certificate  of  organization     «■.. 5* 

32.  Amendment  before  organization  of  certificate  of   incorporation.  .  56 

33.  Certificate  of  increase   of    capital    stock '57 

34.  Certificate  of  issue  of  additional   shares  of  capital   stock 67 

V 


VI 


TABLE  OF  CONTENTS. 


ronn  »"• 

35.  Certificate  of  reduction   of   capital   stock    68 

36.  Certificate  of  change  of  location 59 

37.  Certificate  of    change   of   name    60 

38.  Preliminary    certificate    of    dissolution    by    agreement    of    stock- 


holders 


61 


39.  Preliminary    certificate  of   dissolution   by   vote   of   stockholders..  61 

40.  Final  certificate  of  dissolution 62 

41.  Certificate    of    consolidation    or    merger 63 

42.  Annual    report     65 

43.  Statement    by    foreign    corporation    66 

44.  Appointment   of  attorney   by    foreign   corporation 67 

45.  Annual    report — Foreign   corporation    68 

X>£ZiAWABX. 

46.  Certificate  of   incorporation   of  company 69 

47.  Annual    report    '^ 

48.  Application   of   foreign   corporation    72 

SZSTBZCT  or  COXiUVBIA. 

49.  Articles    of    incorporation 74 

50.  Annual    report     75 

50a-   Certifl^cate  as   to  subscription  of  capital  stock 75 

51.  Notice  of  intention  to  apply  for  letters  patent 76 

52.  Proposed  charter 76 

OEOKaXA. 

53.  Petition   for   charter    .  ,^ 80 

B4.   Statement    of    foreign    corporation    81 

SAWAn. 

55.  Articles    of   association    82 

56.  Application  of  foreign  corporation  to  do  business 83 

XOAKO. 

57.  Articles   of   Incorporation    85 

53.   Annual    statement     86 

69.   Foreign    corporation — Designation    of    agent    and    acceptance    of 

the  provisions  of  the  constitution  of  the  state  of  Idaho 86 

zziiiXiroxs. 

60.  Statement  of  incorporation  on  the  stock  plan 88 

61.  Statement  for    American    Implement    Company,    an    Illinois    cor- 

poration       89 

62.  License     9<> 

63.  Report   of  commissioners    90 

64.  Certificate  of  complete  organization    92 

65.  Annual  report  to  secretary  of  state — Under  law  of  1901 93 

66.  Annual    report    and    application    for    reinstatement 94 

67.  Aflldavit  of  corporation  as  to  connection  with  trusts 95 

68.  Statement   by   corporation   under   Section    32,    of   Revenue   Law..  97 

69.  Affidavit  and   statement  of   foreign   corporations 98 

70.  Notice  to  stockholders  of  special  meeting  to  extend  duration  of 

corporation     100 

71.  Public  notice  of  special  meeting  to  extend  duration  of  corpora-. 

tlon     100 

72.  Certificate  of  extension  of  duration  of  corporation 101 

UFDIAXA. 

73.  Articles    Of    Incorporation     103 

74.  Articles   of   voluntary   association    105 

75.  Certificate   of  foreign    corporation    107 

76.  Foreign    corporation   report   to   Indiana    309 

IOWA. 

77.  Artlclea     of    incorporation HO 

78.  Amendment  to  articles  of  Incorporation 112 

79.  Annual  report  of  corporation 113 

10.  Foreign  corporation — Application,  reiolutlons,  and  statement....  114 


TABLE  OF  CONTENTS.  vii 

Torm  rti« 
KAJtrSAB. 

81.  Application  for  charter 116 

82.  Cliurter    11«' 

83.  Statement   of   Increase    of   capital 118 

84.  Statement  of  decrease  of  capital Hg 

86.  Annual  statement 119 

86.  Foreign  corporation — Application  for  authority  to  do  business.  .  .  .  120 

87.  ForelKn  corporation — Resolution 121 

88.  Appointment  of  aeent  by  foreign  corporation 122 

89.  Foreign  corporation — Annual  statement   123 

XJBlTTnCKT. 

90.  Arti.cles  of  incorporation 126 

91.  Foreign   corporations — Appointment   of  agent — Statement   of  cor- 

poration      126 

I.OUX8ZAHA. 

92.  Certificate  of  Incorporation 127 

93.  Certificate  of  amendment  of  charter 181 

94.  Foreign  corporation — Declaration  and  power  of  attorney 13J 

BCAnrx. 

95.  Articles    of   agreement 138 

96.  Certificate  of  organization 186 

97.  Oath  of  clerk 137 

98.  Annual    return    138 

99.  Certificate  of  foreign  corporation 138 

100.  Foreign   corporation — Appointment   of   attornej" 189 

MAXTIiAND. 

101.  Articles  of  incorporation 142 

102.  Report  of  capital  stock  of  corporations 143 

103.  Certificate  of  foreign  corporation 146 

104.  Foreign  corporation — Annual  statement 147 

ICABSACHUSBTTS. 

105.  Agreement  of  association    149 

105a.   Notice  of  first  meeting 150 

106.  Articles  of  organization 150 

107.  Articles   of  amendment    152 

108.  Issue   of   capital    stock 153 

109.  Certificate  of  condition 164 

110.  Foreign  corporation — Certificate  commonwealth  of  Massachusetts.  166 

111.  Foreign  corporation — Appointment  of  attorney 158 

112.  Foreign  corporation — Appointment  of  auditor 159 

113.  Foreign  corporation — Certificate  of  condition 160 

SaCHZOAN. 

114.  Articles   of  association    163 

115.  Certificate  of  amendment  to  the  articles  of  association 164 

116.  Certificate  of  Increase  of  capital  stock 166 

117.  Annual  report — Foreign  and  domestic  corporations I66 

118.  Foreign  corporation — Statement    168 

119.  Foreign  corporation — Appointment  of  agent 169 

120.  Notice   of   dissolution    170 

VINVSSOTA. 

121.  Certificate  of  Incorporation    171 

122.  Foreign  corporations — Aflfldavlt  and  statement 172 

123.  Foreign  corporation — Appointment  of  agent 178 

SIZ8SZ8SZPFZ. 

124.  Charter  of  Incorporation    174 

3CI8SOUBI. 

125.  Certificate  of  Incorporation 176 

126.  Statement    Increasing    or    decreasing    capital    stock,    changing   or 

extending  business    177 

127.  Annual    report    of   domestic    corporation ....178a 

128.  Affidavit   of  dissolution    179 


viii  TABLE  OF  CONTENTS. 

form  .  Pw*- 

129.  Forms    for    foreign    corporations ISO 

130.  Annual    report    of   foreit;n    corporations  - 183 

131.  Affidavit    of    retirement     ,, 183a 

IIONTAITA. 

\il.    Artiole.s    of    incorporation     .' 184 

133.  Annual   report   of  corporation 185 

KEB&ASKA. 

134.  Articles   of   incorporation    ..:;.• 187 

133.    Foieisn    corporations — ^ResoUUion    188 

13i).   Certificate   of   foreign   corporation 188 

irXVASA. 

137.  Articles    of    incorporation     , .  .  .  : 190 

138.  Foreig^n    corporation — Certificate     191 

13Sa.    lU'port    of    election    192 

NE'W  HAMPSHXBE. 

139.  Articles   of   association    193 

140.  Annual    return    193 

14  0a.   Foreij4:n    corporation — Power    of   attorney 194 

NEW  JERSEY. 

141.  Certificate  of  incorporation 195 

142.  Certificate  of  payment  of  capital  stock 196 

143.  Certificate  of  change  of  location  of  the  principal  office 197 

144.  Certificate    of    dissolution    by    unanimous    consent    of    all    stock- 

holders     ;.  .,  ,.  .  . 197 

144a.   Affidavit    of    publication ,  '". 198 

144b.   List  of  officers  and  directors  at  time  of  dissolution 199 

145.  Certificate   of   change    , 199 

146.  Annual  report  by  a  domestic  corporation ;. 201 

147.  Statement  by  foreign  corporation .' 201 

148.  Annual  report  by  a  foreign  corporation. 202 

149.  Annual  report  to  state  board  of  assessors 203 

149a.   Statement    by   corporations    issuing    capital    stock    for    property 

purchased     204 

arsw  MEXICO. 

150.  Articles  of  incorporation 205 

151.  Certificate  as  to  the  payment  of  capital  stock 206 

152.  Statement   of   foreign   corporation : 206 

153.  Statement  of  suspension  of  business    207 

154.  Certificate  of  change  of  agent  of  foreign  corporation 208 

155.  Annual  report  to  the  secretary  of  New  Mexico 208 

HEW  YOBE. 

156.  Certificate  of  incorporation    210 

157.  Certificate  of  incorporation   of  Hart,  Schaffner  &  Marx 211 

158.  Certificate  of  payment  of  one-half  of  the  capital  stock 216 

159.  Certificate  of  foreign    corporation    217 

160.  Certificate  of  increase  of  capital  stock 219 

161.  Capital  .stock  report 220 

NOKTS  CASOI.INA. 

162.  Certificate  of  incorporation 224 

163.  Certificate    of    dissolution    by    unanimous    consent    of    all    stock- 

holders    : 225 

164.  Affidavit  of  publication  pf  certificate  -of  dissolution 226 

165.  Annual   statement  of  a  jjomestic  corporation 227 

166.  Annual   statement  by  a   foreign   corporation 228 

167.  Application  for  domestication  by  foreign  corporation 229 

NORTH  DAKOTA. 

168.  Articles  of  incorporation 230 

169.  Annual  report — Domestic  corporation - 231 

170.  Appointment  of  attc.ney  }■•■  foreign  corporation.  . . , 231 

171.  Annual  report  of  for2lgn  corporation. ^ 232 

OHIO. 

172.  Articles    of   incorp   i'ation 23^ 

j:'73.   Forms  and  suggestions  relative  to  the  organization  of  stock  com- 
panies   i— .• .'^ij^T 235 


TABLE  OF  CONTENTS.  ix 

fona  P»ge 

174.  Certificate  of  dissolution  of  a  corporation   for  profit 244 

175.  Annual  report  of  a  domestic  corporation  for  profit 244 

176.  Amendment  of  articles  of   Incorporation 246 

177.  Statement   of    foreign    corporation 249 

178.  Declaration  of  foreign  corporation 250 

179.  Statement  of  increase  of  proportion  of  .stock  of  foreign  corpor:!- 

tion    252 

180.  Certificate  of  appointment  of  agency  for  foreign  corporation 254 

181.  Annual  report  of  a  foreign  corporation 2."j4 

182.  Certificate  of  a  foreign  corporation 2 o7 

OKIiAHOMA. 

18;J.   Artiiles   of  incorporation 258 

184.  Statement  of  domestic  corporation 259 

185.  Foreign   corporation — Appointment   of  agent 260 

186.  Foreign    corporation — Revocation    of   agency 260 

187.  Statement  of  foreign  corporation 261 

OBEOOir. 

18S.  Articles  of  incorporation 263 

189.  Certificate  of  increase  or  decrease  of  capital  stock 263 

190.  Certificate  and  copy  of  resolution  dissolving  a  corporation 2C4 

191.  Certificate  and  copy  of  resolution  of  directors'  meeting 265 

192.  Annual   statement — Domestic   corporation 266 

193.  Foreign  corporation — Declaration  of  purpose 267 

194.  Foreign  corporation — Power  of  attorney 268 

195.  Foreign   corporation — Annual   statement 270 

fENNSYIiVANIA. 

liu;.   Application    for   charter 271 

197.  Notice  of  application  for  charter 272 

198.  Proof  of  publication  of  notice 273 

199.  Registry  of  corporation    273 

200.  Registry  of  foreign  companies  (excepting  foreign  insurance  com- 

panies)      274 

201.  Foreign  corporation — Power, of  attorney  and  statement 275 

202.  Statement  of  location  of  office — Foreign  corporation 275 

203.  Foreign    corporation — Revocation    of   agency 276 

204.  Foreign  corporation — Capital  stock  report 277 

205.  Foreign   corporations — Report   of   loans 27S 

206.  Foreign  corporations — Bonus  report 280 

FUTXiIPTITSTE  ISI.AITDS. 

L'07.   Articles  of  incorporation 283 

FOBTO  BICO. 

20S.  Articles  of  incorporation 286 

209.  Certificate  as   to  paid-in  capital 287 

210.  Incorporation,  certificate  of  amendment  to  articles  of 287 

211.  Annual  report  of  domestic  corporation 289 

212.  Certificate  of  dissolution  by  consent  of  two-thirds  of  stockholders.  290 

213.  Certificate    of    dissolution    by    unanimous    consent    of    all    stock- 

holders      292 

214.  Verified  statement  for  foreign  corporation . 293 

215.  Certificate  of  consent  to  be  sued  and  appointment  of  agent 294 

216.  Written  consent  of  agent 295 

217.  Certificate  of  substitution  of  agent 296 

218.  Revocation   of  appointment   of   agent 296 

21 9.  Revocation  of  consent  by  agent 297 

220.  Annual  report  of  foreign  corporation 298 

RHOSZ:    ISIiANB. 

221.  Articles    of    association 300 

222.  Certificate  returned  to  the  secretary  of  state 300 

223.  Power  of  attorney — (Domestic  Corporation) 301 

2^4.   Foreign  corporation — Power  of  attorney 302 

SOUTH  CAKOIiIITA. 

225.  Declaration  and  petition  for  charter 804 


X  TABLE  OF  CONTENTS. 

Form  Pa«e 

2-C.  Return    of    corporators 304 

227.  Application  for  amendment  of  charter 305 

228.  Application  and  statement  by  foreign  corporation  for  doing  busi- 

ness    306 

229.  Domestic  corporation — Annual  report 307 

230.  Annual  report  of  foreign  corporations 308 

SOUTH  DAKOTA. 

:;31.   Articles  of  incorporation 311 

232.  Amendment    to   articles   of    incorporation 312 

233.  Foreign  corporation — Appointment  of  resident  agent 313 

Tz:mrz:ssz:i:. 

234.  Charter  of  incorporation — (General  Form) 315 

235.  Amendment  to  charter  of  incorporation 316 

236.  Foreign  corporation — Annual  report  to  state  of  Tennessee 317 

TEXAS. 

237.  Charter — Domestic  corporation    319 

23S.   Amendment   increasing  capital    stock 819 

239.  Atfidavit  to  accompany  original  charter,  or  amendment  to  charter 

increasing    capital    stock 320 

240.  Amendment  changing  name  or  place  of  business  of  a  corporation.  321 

241.  Certificate    of    dissolution 322 

242.  Annual   report   of  corporations 323 

243.  Foreign  corporation — Application  for  permit  to  do  business  in  the 

state  of  Texas 323 

244.  Anti-trust  affidavit 325 

UTAH. 

245.  Articles  of  incorporation 327 

246.  Acceptance  of  constitution  and  appointment  of  attorney  by  foreign 

corporation   329 

VERMONT. 

24  7.   Articles  of  association 331 

248.  Certificate  of  paid-up    capital    stock 331 

249.  Certificate  of  increase  of  capital  stock 332 

250.  Certificate  of  reduction  of  capital  stock 332 

251.  Certificate  of  change  of  corporate  name 333 

252.  Certificate  of  change    of    domicile 333 

253.  Annual  license   tax   return 334 

254.  Foreign  corporation — Return  for  registration 335 

VrBGINIA. 

255.  Certificate    of    incorporation 337 

256.  Statement   as    to    issue    of    stock 338 

257.  Statement    to    the    state    corporation    commission     (foreign    and 

domestic    corporations)     339 

258.  Power    of   attorney— Foreign    corporation 340 

WASHINGTON. 

2.59.   Articles  of  incorporation 342 

2G0.   Foreign    corporation — Power    of    attorney 343 

WEST  VIKOINIA. 

261.  Agreement   for   incorporation 345 

262.  Certificate   of   change 346 

263.  Certificate  of  change  of  name 347 

264.  Power  of  attorney 347 

265.  Report  of  election 348 

266.  Certificate  of  dissolution — Notice  and  proof  of  publication 349 

267.  Foreign  corporations — Application  and  preliminary  report "350 

268.  Foreign   corporation — Power   of   attorney 351 

WXSCONSrN. 

269.  Articles  of  organization 353 

270.  Amendments  to  articles  of  organization 354 

271.  Dissolution  of  corporation 36S 


I 


TABLE  OF  CONTENTS.  xi 

Form  *■*«• 

272.  Annual  report — Domestic  corporations 356 

273.  Foreign  corporation — .Statement 357 

274.  Certificate  of  newly  elected  officers — Foreign  corporation 358 

275.  Annual   report — Foreign  corporations 359 

276.  Affidavit  for  foreign  corporation 360 

277.  Foreign  corporation — Supplemental  annual  report 360 

■vrrovina. 

278.  Articles    of    Incorporation 362 

279.  Foreign  corporation — Acceptance  of  the  constitution  of  the  state 

of  Wyoming 363 

279a.  Designation  of  office  and  agent  by  foreign  corporation 364 

CHAPTER  II. 

ACKNOWLEDGMENT   AND    PROOF    OF    INSTRUMENTS. 

280.  Alabama — Acknowledgment 366 

281.  Alaska — Acknowledgment     266 

282.  Arizona — Acknowledgment     366 

283.  Arkansas — Acknowledgment    367 

284.  California — Acknowledgment    367 

285.  Acknowledgment  of  deed  executed  in  England  for  lands  in  Cali- 

fornia       368 

286.  Colorado — Acknowledgment    368 

287.  Connecticut — Acknowledgment   369 

288.  Delaware — Acknowledgment   369 

289.  District  of  Columbia — Acknowledgment 369 

290.  Florida — Acknowledgment     370 

291.  Georgia — Proof  by  subscribing  witness  out  of  state 370 

292.  Hawaii — Acknowledgment    371 

293.  Idaho — Acknowledgment 371 

294.  Illinois — Acknowledgment    371 

295.  Indiana — Acknowledgment   372 

296.  Iowa — Acknowledgment    372 

297.  Kansas — Acknowledgment  without  the  state 373 

298.  Kentucky — Acknowledgment     373 

299.  Louisiana — Acknowledgment   out   of   state 374 

300.  Maine — Acknowledgment    374 

301.  Maryland — Acknowledgment  out  of  state 375 

302.  Massachusetts — Acknowledgment    37  5 

303.  Michigan — Acknowledgment  out  of   state 376 

304.  Minnesota — Acknowledgment    376 

304a.   Mississippi — Acknowledgment    377 

305.  Missouri — Acknowledgment  without  the  state 377 

306.  Missouri — Acknowledgment  of  mortgage 378 

307.  Montana — Acknowledgment   379 

308.  Nebraska — Acknowledgment   380 

309.  Nevada — Acknowledgment     380 

310.  New  Hampshire — Acknowledgment 380 

311.  New   Jersey — Acknowledgment    out   of   state 381 

312.  New  Mexico — Acknowledgment  381 

313.  New   York — Acknowledgement    3S2 

314.  New  Yorl^ — Acknowledgment  of  corporation  mortgage 382 

315.  North  Carolina — Acknowledgment    383 

316.  North    Dakota — Acknowledgment 384 

317.  Ohio— Acknowledgment 3S4 

318.  Ohio — Acknowledgment  out  of  state 385 

319.  Oklahoma — Acknowledgment    385 

320.  Oregon — Acknowledgment    385 

321.  Pennsylvania — Form  of  acknowledgment  by  attorney 386 

322.  Pennsylvania — Proof  by  subscribing  witness 886 

323.  Pennsylvania — Proof  of  acknowledgment  taken  out  of  state 387 


xii  TABLE  OF  CONTENTS. 

Form  Page 

324.  Rhode  Island — Acknowledgment    388 

325.  South   Carolina — Acknowledgment    388 

326.  South  Dakota — Acknowledgment   388 

327.  Tennessee — Acknowledgment    389 

328.  Texas — Acknowledgment    389 

329.  I'tah — Acknowledgment   389 

330.  "V'ermont — Acknowledgment    390 

331.  Virginia — Acknowledgment   391 

332.  Washington — Acknowledgment 391 

333.  West  Virginia — Acknowledgment    391 

334.  Wisconsin — Acknowledgment    391 

335.  Wyoming — Acknowledgment   392 

336.  Acknowledgment   by   Corporation   or   Association   under   Uniform 

Acknowledgment  Act    392 

337.  Certificate  of  clerk  of  court — (New  York) 393 

338.  Certificate  of  authentication  by   prothonotary — (Pennsylvania)..  393 

339.  Certificate  of  authority  of  oflScer  taking  acknowledgment  recom- 

mended by  Commissioners  on  Uniform  Legislation 394 

340.  Certificate  of  authentication  of  record  under  act  of  Congress....  394 

CHAPTER   III. 

SPECIFIC  OBJECT  CLAUSES. 

341-915.    (Arranged   alphabetically)    396-531 

CHAPTER   IV. 

GENERAL   OBJECT   CLAUSES. 

916.  Power  to  acquire  business    532 

917.  Power  to  acquire  business    532 

918.  Power  to  acquire  particular  business 532 

919.  Assuming  the  liability  and  business  of  otliers 532 

920.  Aiding  another  corporation  wliose^shares  or  securities  are  lield...  533 

921.  Co-operation  and  consolidation 533 

922.  Power  to  acquire  and  hold  company's  own  stock 533 

923.  Power  to  acquire  own  stock 534 

924.  Power  to  hold  securities  generally 584 

925.  Power  to  acquire  stock  and  securities   of,   and   to  aid   other   cor- 

porations     534 

926.  Power  to  acquire  stock  and  securities  of  other  corporations 535 

927.  Power  to  acquire    and    hold    securities    of    another    corporation 

engaged  in  similar  business 535 

928.  Borrowing  money  and  issuing  securities 535 

929.  Power  to  borrow  money,  contract  and  guarantee 536 

930.  Patent  and  trade-mark  clause 536 

931.  Patents,  trade  marks  and  secret  process  clause 537 

932.  Patents,  trade  marks  and  secret  processes 537 

933.  Power  to  do  business  throughout  world 537 

934.  Power  to  conduct  business  in  other  states 537 

935.  Power  to  do  business   out  of   state 538 

936.  Statement  as  to  where  business  will  be  conducted 538 

937.  Conduct   of  business   acquired 538 

•SSS.   Places  of  business,  offices  and  books 539 

939.  Maintenance   of  office  and  holding   of  corporate  meetings   out   of 

state    539 

940.  Power  to  manufacture  •  •  •  539 

941.  Power  to  engage  In  manufacturing  business 539 

942.  Power  to  issue  securities   539 

0  43.  Power  to  issue  bonds  540 

944.  Power  to  contract ^'40 

945.  Governmental  contracts,  concessions  and  franchises 540 


TABLE  OF  CONTENTS.  xiii 

I'orra  P,^e 

946.  Power   to  contract    540 

947.  Power   to  acquire  and  hold  pioperty 540 

948.  Power  to  aid    otlier   corpoiutiun.s 541 

949.  Power  to  aid  other  corporationH — ^(  .Another  form)  .  .  .  .  .',41 

950.  Power   to  guarantee    .    .  541 

951.  Power   to  guaranty    54  1 

952.  I'ayment  of  preliminary  expense.s 54  1 

953.  Remuneration    of    promoters 542 

954.  To   remunerate  promoters 542 

955.  General  power  clause 542 

956.  General   power  clause — (Another   form* 543 

957.  General  words  to  follow  specilic  object  clauses 543 

958.  General,  object  clause 543 

959.  Preliminary    interpretation    clause 543 

960.  Miscellaneous  puiposes  broadly  stated 544 

961.  Transportation,  telegraph,  telephone,  gas  and  electrical  Ijusiness.  .  544 

962.  Auxiliary  and  additional  purposes  and  powers 545 

963.  Clauses  to  be  regarded  as  independent 545 

964.  Final   interpretation   clause — (Maine) 545 

965.  General  interpretation  clause 546 

966.  Reservation  of  power  to  amend,  alter  or  repeal  provisions  of  cer- 

tificate of  incorporation 546 

967.  Reservation  of  right  to  amend,  alter  or  repeal  certificate  of  incor- 

poration        546 

CHAPTER  V. 

REGULATING  CLAUSES. 

.   968.   Accounts    547 

969.  Auditing  accounts 547 

970.  Auditors     548 

971.  Balance  sheet    548 

972.  Power  to  close  transfer-books 549 

973.  Power  to  examine  books  and  accounts 549 

974.  Examination  of  books  by  stockholders 549 

975.  Stock   transfers   and   stock  certificates 549 

976.  Recognition    of    stockholders 550 

977.  Transinission  of  stock  on  death 550 

978.  Giving  continuing  shareholders  right  to  purchase  shares  of  retir- 

ing shareholder 550 

979.  Shares  jointly  registered.  .  . .- 551 

980.  Control  of  directors  over  capital  stock  and  dividends 551 

981.  Change  of  stock  issue 552 

982.  Increase  of  capital  stock 552 

983.  Status  of  increased  stock 553 

984.  Giving  shareholders  prior  riglit  to  subscribe  for  stock 553 

985.  Disposition   of  increased   stock ' 553 

986.  Reduction    of    capital    stock 554 

987.  Reservation  of  right  to  retire  preferred  stock 554 

988-   Disposition  of  stock 554 

989.  Allotment   of   stock 554 

990.  Payment  of  calls  and  instalments 554 

991.  Calls  and  assessments 555 

992.  Forfeiture  for  non-payment  of  calls  or  instalments 555 

993.  Registration  of  forfeited   stock   purchased 556 

994.  Manner  of  voting  at  stockholders'  meeting 556 

995.  Voting  by  proxy 557 

996.  Restricting  voting  powers  of  preferred  stock 557 

997.  Cumulative  voting   558 

998.  Cumulative  voting — (Another  form) 559 

999.  Cumulative  voting  for  directors 559 

1000.  Cumulative  voting   559 


xiv  TABLE  OF  CONTENTS. 

Form  Page 

1001.  Restriction  on  voting  power  of  preferred  stockholdiers 559 

1002.  Power   to   form    voting   trust 560 

1003.  Lien  of  corporatipn  on  shares  and  dividends 560 

1004.  Lien  of  corporation  on  stock 560 

1005.  Dividends    560 

1006.  Setting  off  of  dividend  against  call 561 

1007.  Payment  of  dividends  on  stock  held  jointly 561 

1008.  Providing  and  maintaining  a  contingent  account  and  distributing 

balance  of  profits  in  cash  and  stock  dividends 561 

1009.  Payment  of  profits  in  dividends 562 

1010.  Cash  dividends    562 

1011.  Payment  of  stock  dividend 562 

1012.  Lending  money  on  and  purchasing  own  stock 562 

1013.  Defaced    or    lost    certificates 562 

1014.  Management    by   board    of    directors 563 

1015.  Classification   of   directors 563 

1016.  Dividing  directors  into  classes 563 

1017.  Increase   of   directors    564 

1018.  Power  to  fill  vacancies  in  board  of  directors 564 

1019.  Acts   of  disqualified   director 564 

1020.  Interest  of  directors 564 

1021.  Compensation    of    directors 565 

1022.  Compensation  for  extra  services  of  director 565 

1023.  Effect  of  resolution  signed  by  all  directors 565 

1024.  Power  to  appoint  executive  committee 566 

1025.  Power  to  appoint  executive  and  other  committees  and  officers.  .  .  .    566 

1026.  Executive    committee    566 

1 027.  Appointment   of   oflicers 567 

1028.  Removal    of    officers 567 

1029.  By-laws    567 

1030.  Power  of  directors  to  adopt  by-laws ;  . .  .  .    567 

1031.  Directors  to  sell  property  on  request  of  majority  of  shareholders.   567 

1032.  Sale  of  property  by  board  of  directors 568 

1033.  Restriction  on  power  to  mortgage  or  pledge 568 

1034.  Limitation  on  power  to  create  mortgages ; 568 

1035.  Restriction  on  power  to  mortgage  or  pledge — (Another  form)...    569 

1036.  Notice    by    advertisement 569 

1037.  Signing  notices    569 

1038.  Effect   of   notice   to   predecessor 569 

1039.  Manner  of   giving  notice 569 

1040.  Computing  time  of  notice 570 

CHAPTER  VI. 

CAPITAL  STOCK  CLAUSE. 

1041.  Preferred  stock — Cumulative   571 

1042.  Cumulative   dividends,   equal   dividend   with   common   stock   after 

specified  preferred  and  common  stock  dividends  paid.  On  dis- 
solution preferred  to  share  equally  with  common  stock  after 
preferred  stock  and  accrued  dividends  and  par  value  of  com- 
mon   stock    paid 572 

1043.  Preferred  and  common  stock,  preferred  stock  cumulative  and  pre- 

ferred on  dissolution  as  to  par  value  and  accrued  dividends.  .  .  .    573 

1044.  Preferred     stock — Cumulative     dividends — Preferred     as     to     par 

value  on  dissolution — Voting  power  while  dividends  unpaid....    574 

1045.  Preferred    stock;    dividends    cumulative,    payable    quarterly;    pre- 

ferred as  to  par  value  and  accrued  dividends  on  dissolution.  . .  .    575 

1046.  Preferred  stock;  dividends  cumulative,  half-yearly  payments,  no 

additional    dividends 576 

1047.  Preferred    stock — Cumulative    dividends-rate,    if    preferred    stock 

increased,  to  be  fixed  by  stockholders — Preferred  as  to  par  value 
and  accrued  dividends  on  dissolution 576 


TABLE  OF  CONTENTS.  xv 

Form 

1048.  Preferred  stock — Cumulative  dividends — Preferred  as  to  par  value 

and   unpaid  dividends  on  dissolution 677 

1049.  Preferred    stock— Cumulative— Right    to    participate    In    surplus 

profits  with   common  stock ^'8 

1050.  Preferred     stock — Cumulative     dividends — Provisions     for     extra 

dividends — Preferred    as    to    capital    and    dividends    on    disolu- 
tion — Privilege    to   exchange   for   common   stock 57  8 

1051.  Preferred  and  common  stock — Dividends  on  preferred  stock  cumu- 

lative^  Preferred  stock  preferred  as  to  par  value  and  accrued 

'    dividends  on  dissolution — dividends  on  common  stock  limited..    579 

1052.  Preferred  stock  with  power  to  the  company  to  retire  same  upon 

payment  of  certain  premium 680 

1053.  Preferred    stock    entitled    to    cumulative    dividends   and    to    share 

pro  rata  with  common  after  payment  on  common  of  specified 
dividend — Subject   to   redemption,   and   without  voting   power..    581 

1054.  Preferred    stock-dividends    cumulative — Preferred    as    to    assets 

redeemable  as  whole  at  option  of  company  on  dividend  dates, 
sinking  fund  providing  for  purchase  or  ultimate  redMiptlon — 
Preferred  stock  to  have  limited  voting  power 582 

1055.  Cumulative  dividends  on  preferred   stock  payable  yearly  or  half 

yearly — Preferred  as  to  capital  and  dividends  on  dissolution — 
Provisions  for  sinking  fund — Right  of  redemption  of  preferred 


stock 


585 


1056.  First  and  second  preferred  stocks — Cumulative  dividends  payable 

semi-annually — First  preferred  stock  preferred  as  to  capital 
and  dividends  on  dissolution,  second  preferred  stock  preferred 
over  common  stock  as  to  capital  and  dividends  on  dissolution — 
Cumulative  voting  right  to  all   stock 586 

1057.  Preferred   stock  cumulative  and  convertible  into   com.mon   stock 

within    certain    period    687 

1058.  Preferred  stock  convertible  into  common  stock 588 

1059.  Preferred   stock,   dividends    non-cumulative    589 

1060.  Preferred   stock,   dividends   non-cumulative,   preferred   only  as   to 

capital    on   dissolution    589 

]  061.   Preferred   stock,  non-cumulative     589 

1062.  Preferred  stock  entitled  to  non-cumulative  dividends  of  different 

rate  in  certain  years  and  preferences  as  to  par  value  on  dis- 
solution— Preferred  stockholders  entitled  to  choose  directors 
of  certain   class    590 

1063.  Preferred  stock-dividends  non-cumulative — Preferred  as  to  capital 

on   dissolution    691 

1064.  Preferred  stock — Non-cumulative,  but  preferred  as  to  par  value 

on   dissolution    591 

1065.  Preferred    stock — Dividends    non-cumulative,    board    of    directors 

to  determine  dajte  of  payments,  preferred  as  to  capital  only  on 
dissolution     592 

1066.  Preferred   stock — Non-cumulative  as   to  dividends — Preferred   as 

to  par  value  and  accrued  dividends  on  dissolution 593 

1067.  Preferred  stock — Dividends  non-cumulative,  directors  to  determine 

time  of  payment — Preferred  as  to  capital  only  on  dissolution.  .    594 

1068.  Preferred  stock — Dividends  non-cumulative,  payable  half  yearly — 

No  preference  on  dissolution  except  as  to  par  value 594 

1069.  Guaranteed  preferred   stock    695 

1070.  Founders'   shares    595 

1071.  Founders'  shares 596 

1072.  Limitations  on  voting  powers  of  preferred  stockholders 596 

1073.  Stock  all  of  one  class — Par  value  of  shares,  ?1,000 699 


xvi  TABLE  OF  CONTENTS. 

CHAPTER  VII. 

AGREEMENTS  PRELIMINARY  TO  FORMATION  OF  CORPORATIONS.' 

Form  Page 

1074.  Preliminary  agreement   for  incorporation 600 

1075.  Agreement  preliminary  to  the  formation   of  the  American   Snuff 

Company 604 

1076.  Agreement  preliminary   to   tlie   lormation   of   the  American   Cigar 

Company 607 

1077.  Agreement  preliminary  to   formation  of  manufacturing  corpora- 

tion    611 

107S.  Contract  of  subscription  and  agreement  with  promoters 613 

1079.  Assignment    of    above    contract 615 

1080.  Agreement  for  organization  of  corporation  and  to  make  advances 

thereto    615 

1051.  Notice  of  stockholders'  committee  in  reference  to  a  proposed  plan 

of  recapitalization  involving  formation  of  new  company 617 

1052.  Agreement     between     promoter^     for     payment     of     preliminary 

expenses  of  incorporation,   etc 618 

CHAPTER  VIII. 

SUBSCRIPTION  AGREEMENTS  BEFORE  INCORPORATION. 

1083.  Subscription  agreement  prior  to  organization 620 

1084.  Stock  subscription — (Another  form) 620 

1085.  Subscription  to  capital  stock — (Another  form) 621 

1086.  Subscription  to  capital  stock  of  corporation   to  be  organized....    622 

1087.  Agreement   to   subscribe   after   incorporation   made   between   pro- 

posed   incorporators     622 

1088.  Subscription  for  preferred  stock 623 

1089.  Subscription  before  incorporation  payable  in  instalments 623 

1090.  Subscription  contract  payable  in  instalments — (Another  form)  .  .  .  624 

1091.  Subscription  before   incorporation   with   terms   of  proposed   stock 

issue    624 

1092.  Subscription  to  stock  in  railroad  company  to  be  organized 625 

1093.  Subscription  to  stock  of  railroad  company  prior  to  organization.  625 

1094.  Subscription   agreement — (Conditional)    627 

1095.  Power  of  attorney  to  subscribe  for  shares 627 

1096.  Clause    in    subscription    agreement    authorizing    attorney    in    fact 

to  subscribe  for  stock 628 

1097.  'Votice  to  stockholders  of  right  to  subscribe  for  stock  in  another 

company  to  be  organized,  or  receive  cash  dividends fi^.H 

1098.  Power    of   attorney    to    subscribe    to    stock    to    corporation    to  be 

organized  and  referred  to  in  the  next  preceding  form 630 

1099.  Revocation    of    subscription     6-T I 

1100.  Revocation    of   subscription — (Another    form) 632 

1101.  Release    of    subscription 632 

CHAPTER  IX. 

SUBSCRIPTION  AGREEMENTS  AFTER  INCORPORATION. 

1 1102.  Original    subscription    list 633 

1103.  Subscription  to   capital   stock — (Another   form) 633 

1104.  Subscription   blank    633 

1105.  Subscription  agreement   after    incorporation— (Another    form)...  634 

11 06.  Subscription  agreement    634 

1107.  Subscription  of  stock  by  letter 634 

1108.  Subscription  for  additional  shares  to  be  paid  for  in  instalments.  .  635 

1109.  Subscription  for  full-paid  stock 635 

1110.  Conditional  subscription  to  stock 636 

1111.  Application  for  shares  and  receipt ' 636 


TABLE  OF  CONTEXTS.  xvii 

Form  .,_ 

1112.  Application  for  shares  with  remittance »•>' 

1113.  Allotment    letter     ^^^ 

1114.  Subscription  for  preferred   .stock— To   carry   bonu.s 638 

1115.  Subscription   for  stock    offered    by    brokers 638 

1116.  Subscription  payable  In   instalment.^  and   receipt 638 

1117.  Subscription  for  stock  payable   in   instalments 639 

1118.  Receipt  for  instalment  paid  upon  foregoing  subscription 640 

lliy.   Subscription  certificate  issued  under  preceding  suljscription 641 

1120.  Instalment  cerlittcate    issued  pursuant  to  foregoins,-  sub.scrir.tion.    641 

1121.  Receipt    for   subscription ^*- 

1122.  Subscription    for   stock   above   par _• <»42 

1123.  Subscription  agreement  providing  for  the  issue  of  preferred  siu.k.   643 

1124.  Preferred   stock   subscription   agreement    with   bonus   of  common 

stock ^^^ 

1125.  Subscription  agreement  for  stock  in  an  Illinois  corporation  sold 

by    a   New    Jersey    corporation 646 

1126.  Subscription  by  corporation  payable  in  property 648 

1127.  Subscription  contract  with  collateral  agreements 649 

1128.  Transfer  of  subscription     ^50 

1129.  Transfer  of  subscription ^^^ 

1130.  Assignment  of  subscription — (Another  form) 651 

1131.  Agreement   to  assume  subscription  to  stock 651 

1132.  General  power  of  attorney  to  accept  transfers  of  stock  and  to  act 

after    organization — (Maine) 652 

1133.  Power  of  attorney  to  accept  stock 6^2 

1134.  Revocation  of  subscription   ' ^53 

1135.  Notice  of  revocation  of  a  subscription  held  in  esirow  to  custodian 


of  escrow 


653 


CHAPTER   X. 

ORGANIZATION  MEETINGS. 

1136.  Notice   of  meeting   to   organize — (Illinois) 654 

1137.  Notice  of  meeting  to  organize  corporation 655 

1138.  Call  for  first  meeting  of  incorporators 655 

1139.  Waiver  of  notice  of  first  meeting  of  incorporators 656 

1140.  Waiver  of  notice  of  meeting  to  organize  corporation — (Illinois).  .  656 

1141.  Waiver  of  notice  for  first  meeting  of  stockholders — (West  Vir- 

ginia)        ^^^ 

1142.  Minutes     of    first     meeting    of     subscribers     to     capital     stock — 

(Illinois)    657 

1143.  Minutes  of  first  meeting  of  incorporators — (W%st  Virginia) 659 

1144.  Minutes  of  meeting  of  incorporators — (Delaware) 663 

1145.  Minutes  of  first  meeting  of  stockholders 665 

1146.  Minutes  of  first  meeting  of  board  of  directors 665 

1147.  Minutes  of  adjourned  meeting  of  stockholders 667 

1148.  Notice  of  first  meeting  of  board  of  directors 668 

1149.  Waiver  of  notice  of  first  meeting  of  directors 668 

1150.  Waiver  of  notice  of  first  meeting  of  directors 669 

1151    Waiver  of  notice  of  first  meeting  of  board  of  directors — (Another 

form)    «63 

1152.  Waiver  of  notice  of  first  meeting  of  directors — (Another  form) ...    669 

1153  Minutes  of  organization  meeting  of  directors  of  Arizona  corpora- 

tions        6"« 

1154  Minutes  of  first  meeting  of  board  of  directors  of  an  Illinois  cor- 

.•                                                                                                                    .  .    672 
porntion   " 

1155.  Minutes  of  first  meeting  of  directors — ( Illinois ) 6 1^3 

1156.  Minutes  of  first  directors'  meetin.T — (  West  Virginia  ) 6T5 

1157.  Ratification  of  minutes  of  directors'   mce'ing 680 

1158.  Resolution  adopting  form  of  stock  certificate 6S0 

1159.  Certificate    to    bank ^^^ 

1160.  Bond  of  treasurer  of  corporation 681 


xviii  TABLE  OF  CONTENTS. 

Form  P««0 

1161.  Treasurer's    bond — (Another    form) 682 

1162.  Secretary's   oath    682 

1163.  General  power  of  attorney   to  act  after  organization — (Maine)  .  .    682 

CHAPTER  XI. 

BY-LAWS. 

1164.  By-Laws  of  United  States  Steel  Corporation,  a  New  Jersey  Cor- 

poration      684 

1165.  By-Laws  of  the • Company,  a  New  Jersey  Corporation.  693 

1166.  By-Laws — (Illinois  form)    701 

1167.  By-Laws — (Another   Illinois   form) 706 

1168.  By-Laws — (South   Carolina  Corporation) 713 

1169.  By-Laws — (Delaware    form)     725 

1170.  By-Laws — (Maine  form)    -. 729 

1171.  By-Laws — (Short    form)     738 

1172.  By-Law  providing  for  general  manager 740 

1 1 73.  By-Law   relating  to   auditors 740 

1174.  Certificate  as   to  by-laws  of  corporation 741 

CHAPTER  XII. 

CERTIFICATES  OF  STOCK. 

1175.  Certificate   of  stock 742 

1176.  Full   paid   certificate   of   stock "743 

1177.  Certificate   of    stock   partially    paid   for 743 

1178.  Provisional  certificate  when  stock  not  fully  paid  up 744 

1179.  Certificate  of  stock  to  be  countersigned  and  registered 744 

1180.  Certificate  of  stock  of  Northern  Securities  Company 745 

1181.  Certificate  of  preferred   stock 746 

1182.  Common  stock  certificate  (where  preferred  stock  issued) 747 

1183.  First  preferred  stock  certificate 748 

1184.  Preferred  stock  certificate 749 

1185.  Certificate  of  preferred  stock — (United  States  Steel  Corporation).  750 

1186.  First  preferred  stock  certificate  exchangeable  for  common  stock.  752 

1187.  Stock  certificate  when  lien  is  reserved  to   the  corporation 754 

1188.  Certificate  held  to  create  holder  a  creditor,  and  not  a  stockholder.  755 

1189.  Sheet  from   book  of  stock  certificate 756 

1190.  Stub  of  stock  certificate 757 

1191.  Transfer    of    shares — (Forms    prescribed    by    New    York    Stock 

Exchange)     .♦. 757 

1192.  Assignment  of  shares  of  corporate  stock,  to  be  indorsed  upon  the 

back  of  the  certificate 761 

1193.  Detached  assignment  and  power  of  attorney  for  stock 761 

1194.  Assignment  of  stock — (Illinois)    762 

1195.  Notice  of  assignment  of  stock— (Illinois) 762 

1196.  Power  of  attorney  to  transfer  stock 763 

1197.  Power  of  attorney  to  transfer  stock  to  pledgee,  etc.,  with  right  to 

vote  pledged  stock 763 

1198.  Transfer  book   ! 764 

1199.  Stock  transfer  book 766 

1200.  Stock   journal    767 

1201.  Stock  ledger 768 

1202.  Stockholders'   ledger    770 

J  203.   Stock  ledger 770 

1204.  Notice  of  lost  certificate  of  stock 771 

1205.  Notice  of  lost  stock  certificate  and  application  for  new  certificate.  771 

1206.  Notice  of  application  for  new  certificate 771 

1207.  Advertisement  by  administrator  of  lost  certificate  of  stock 772 

1208.  Bond  of  Indemnity  for  lost  certificate  of  stock 772 

1209.  Affidavit  of  ownership  to  accompany  bond  of  indc"irity 773 


TABLE  OF  CONTENTS.  xix 

Form  P»f« 

1210.  Bond    of    Indemnity    for    lost    certlflcates    of    stock    by    heirs    and 

executrix  7'i  3 

CUAI'TEIl   XIII. 

ASSESSMENTS,  CALLS  AND  FORFEITURE  OF  STOCK. 

1211.  Resolution    in    reference    to   assessment    upon    shares    of    capital 

stock     776 

1212.  Ilesolutlons  of  board  to  make  calls  on  shares 776 

1213.  Resolution  of  directors  levying  assessment 776 

1214.  Order    by    referee   In    bankruptcy    for   assessment    on    stock    not 

fully  paid  for    777 

1215.  Notice  of  call    777 

1216.  Notice  of  call     778 

1217.  Notice  of  assessment  of  stock   778 

1218.  Published   notice   of  call 779 

1219.  Notice  of  call   upon   partly   paid    capital    stock 779 

1220.  Notice  of  final  call  upon  partly  paid  capital  stock 780 

1221.  Waiver  of  notice  by  the  stockholders  of  payment  of  assessment.  780 

1222.  Waiver    of    notice    of    assessments 780 

1223.  Waiver  of  notice  of  assessment — (Another  form) 781 

1224.  Published  notice  of  assessment 781 

1225.  Receipt  for  Instalment   782 

1226.  Resolution   preliminary  to  forfeiture  of  stock 782 

1227.  Notice  to  stockholder  under  the  above  resolution 782 

1228.  Notice  of  liability  to  forfeiture 783 

1229.  Resolution   of  forfeiture  of   shares 783 

1230.  Notice  of  forfeiture   784 

1231.  Notice  of  sale  of  forfeited  stock 784 

1232.  Notice  of  sale  of  stock  for  nonpayment  of  assessments 784 

1233.  Published  notice  of  sale  of  stock  to  pay  assessments 785 

1234-  Deed  by  treasurer  for  stock  purchased  at  sale  for  unpaid  assess- 
ments      786 

1235.  Notice  of  otter  to  receivers  to  buy  assets  and  pay  calls,  etc 786 

CHAPTER  XrV. 

OPTIONS  AND  AGREEMENTS  FOR  SALE  OF  PROPERTY. 

1236.  Option  agreement  for  sale  of  property  to  promoter 788 

1237.  Option   agreement   on   manufacturing  plant 789 

1238.  Option  agreement  to  sell  business  to  a  promoter  of  a  consolida- 

.  tion   792 

1239.  Option   agreement    for   property   to   be   taken   over   by  proposed 

corporation     796 

1240.  Option  to  purchase  concession 797 

1241.  Option    agreement    799 

1242.  Agreement  to  give  option  on  stock  to  syndicate  which  agrees  to 

do  exploration   work  on  mines '. 802 

1243.  Agreement  by  corporation  and  syndicate  referred  to  In  preceding 

form  permitting  exploration  work 803 

1244.  Agreement  by  member  of  syndicate  referred  to  In  two  preceding 

agreements  to  do  development  work  on  mines 806 

1245.  Agreement  for  right  to  purchase  property  held  under  options 807 

1246.  Option    to    purchase    property 809 

1247.  Agreement   for   lease   with    option   to   purchase 810 

1248.  Offer  to  sell  real  estate  to  corporation 811 

1249.  Offer  by  corporation   to   sell   real   estate 811 

1250.  Agreement   for  sale  of  options 812 

1251.  Bond    to   keep    options    in    force 81« 

1252.  Agreement  for  extension  of  options  and  surrender  thereof 813 

1263.  Notice  of  acceptance  of  option 814 


XX  TABLE  OF  CONTENTS. 

Form  ya«« 

1254.  Resolution  for  giving  option 814 

1255.  Agreement  between  promoters  and  holder  of  options  to  transfer 

property  for  stock  in  corporation  to  be  formed 815 

1256.  Agreement  by  majority  stockholders  to  sell  stock  to  promoter.  . . .  816 

1257.  Trust    Company's    receipt    for    stock    deposited    in    escrow    under 

option  agreement 817 

1258.  Escrow  agreement " 818 

:259.   Letter  of  deposit  in  escrow 819 

1260.  Agreement  for  sale  of  entire  business  to  another  corporation....  819 

1261.  Resolution  of  directors  approving  the  preceding  agreement 821 

1262.  Extract  from  minutes  of  stockholders'  meeting  approving  sale...  822 

1263.  Agreement  for  sale  of  portion  of  business  of  manufacturing  cor- 

poration and  lease   822 

1264.  Minutes  of  directors'  meeting  to  consider  sale  of  entire  corporate 

property     830 

1265.  Minutes   of  special  meeting  of  stockholders  to  consider  sale  of 

entire    corporate    property 831 

1266.  Consent  of  holders  of  stock  to  sale  of  entire  corporate  property.  .  833 

1267.  Election  return  upon  proceedings  to  sell  entire  corporate  property.  834 

CHAPTER   XV. 

AGREEMENTS  AND  OTHER  INSTRUMENTS  CONCERNING  THE 
ISSUE  OF  STOCK  FOR  PROPERTY. 

1268.  Proposal   to  exchange  property  for  stock 837 

1269.  Offer  to  transfer  property  for  stock 837 

1270.  Directors'    resolution    838 

1271.  Stockholders'  resolution   838 

1272.  Stockholders'   resolution  directing  purchase 838 

1273.  Agreement   for   the   purchase   of  property   and   payment   therefor 

in  stock  839 

1274.  Agreement  for  the  sale  of  business  to  a  new  corporation 840. 

1275.  Agreement  for  the  purchase  of  property  by  a  corporation 844 

1276.  Agreement  to  issue  paid  up  stock  for  a  debt  to  construction  com- 

pany        845 

1277.  Agreement  to  sell  property  for  stock  and  bonds 846 

1278.  Agreement  by  company  for  sale  of  its  entire  business  as  a  going 

concern 847 

1279.  Agreement   for   sale   of   entire    corporate   assets   in   exchange   for 

stock 848 

1280.  Agreement  by  promoters  of  consolidated  corporation  to  exchange 

control  of  stock  for  stock  in  another  corporation 850 

1281.  Offer  by  promoters  to  transfer  property  to  corporation  in  exchange 

for  its   stock  and   bonds.  . . .  •. 856 

1282.  Assignment  of  patent  to  promoter 858 

1283.  Resolution  to  purchase  property  in  exchange  for  stock  of  pur- 

chaser        859 

1284.  Resolution  to  sell  property  and  business  in  exchange  for  shaies 

of  stock  of  vendee  and  cash 860 

1285.  Resolution  to  acquire  entire  common  capital  stock  of  a  company 

in  exchange  for  preferred  and  common  stock  of  purchaser  and 
cash     861 

1286.  Resolution  of  stockholders  authorizing  sale  of  corporate  property 

for  stock  in  new  corporation 862 

1287.  Resolution   of   directors  authorizing  purchase   of   property   with 

stock     863 

1288.  Resolution  to  purchase  property 863 

1289.  Extracts  from  minutes  of  stockholders'  meeting  authorizing  pur- 

chase of  property  from  promoters,  containing  proposed  agree- 
ment of  sale 864 

1290.  Extract    from    minutes    containing    incorporators'    and    directors' 

resolutions  to  authorize  issue  of  capital  stock  for  patents 867 


TABLE  OF  CONTENTS.  xxi 

Form  P*Be 

1291.  Older  for  the  issue  of  slock  certificates 869 

1292.  Certiiicate    of    appraisement    by    board    of    directors    of    property 

proposed  to  be  sold  to  corporation  in  exchange  for  capital  slock  869 

<  hai*tl:k  am. 

AGREEMENTS  FOR  SALE  AND  PLEDGE  OF  STOCK  AND  SECURITIES. 

1293.  \'endur's  agreement  guaranteeing    dividends   on   .shares  and    wiili 

option   to   repurchase 5*^1 

1294.  Agreement  for  sale  or  return  of  stock 872 

1295.  Endorsed  agreement  to  take  back  slock  at  par 87:! 

1296.  Agreement  for  sale  of  corporate  stock  and  bonds &'i?l 

1297.  Agreement    to   sell    stock 875 

1298.  Agreement  for  sale  of  stock.and  cancellation  of  indebtedness....    876 

1299.  Agreement   for  sale  of  stock 876 

1300.  Agreement  for  sale  of  stock. 877 

1301.  Agreement  for  sale  of   stock 878 

1302.  Agreement  for  sale  of  stock,  with  collateral  conditions 878 

1303.  Agreement  to  sell  stock  received  for  patent 880 

1304.  Agreement  with  broker  for  sale  of  stock 881 

1305.  Agreement  for  sale  of  bonds  and  stock 881 

1306.  Agreement  for  location  of  plant  and  sale  of  stock 883 

1307.  Agreement  to  subscribe  to  bonds  and  convey  land  upon  location  of 

plant    ^^\ 

1308.  Offer  to  sell  stock  to  purchasers  of  bonds 887 

1309.  Agreement  to  exchange  bonds 888 

1310.  Agreement  for  sale  of  stock  on  credit  with  pledge  of  stock  to  se- 

cure debt SS8 

1311.  Agreement  with  broker    892 

1312.  Receipt  and  agreement  for  stock  deposited  as  security  for  mar- 


gins 


892 


1313.  Brokers'  memorandum  of  sale  of  bonds 893 

1314.  Agreement  to  complete  public  work  in  consideration  of  stock 893 

1315.  Agreement  with  creditor  bank  to  take  for  debt  stock  in  corpora- 

tion to  be  formed,  and  to  lend  money 895 

1316.  Receipt  for  stock  transferred  to  carry  out  preceding  agreement.  . .    897 

1317.  Offer  to  return  stock  transferred  under  preceding  agreements  on 

certain   conditions    -898 

1318.  Resolution   to   sell   treasury  stock 899 

1319.  Resolution  authorizing  president  to  sell  and  pledge  bonds S99 

1320.  Agreement  to  deposit  stock  in  escrow 900 

1321.  Collateral  note 900 

1322.  Note  secured  by  collaterals — With  power  of  sale 901 

1323.  Collateral  note — (Another  form) 902 

1324.  Collateral  note — (Another  form) 903 

1325.  Agreement  of  hypothecation  of  stocks  or  bonds 904 

1326.  Pledge  of  stock  with  collateral  agreements 905 

1327.  Agreement    by    corporation    to    advance    money    on  -improvement 

notes 90G 

1328.  Agreement  to  purchase  notes 908 

1329.  Contract  for  advance  of  money  In  consideration  of  stock 909 

1330.  Pledge  of  uncalled  capital  to  secure  a  sum  advanced  by  bank 910 

1331.  Agreement  with  corporation  by  bankers  for  loan  to  be  Secured  by 

pledge  of  corporate  securities 912 

1332.  Assignment  of  equity  in  pledged  collateral 924 

1333.  Resolution    authorizing   president    to   sell    and   pledge    bonds   and 


securities 


924 


1334.  Notice  of  sale  of  collateral  securities 915 

1335.  Notice  of  public  sale ^^^ 

1336.  Notice  of  public  sale  of  collateral  security  by  trustee  upon  default 

in  interest  upon  debentures "'* 


xxii  TABLE  OF  CONTENTS. 

Form  Page 

1337.  Notice  of  public  sale  of  securities  by  trustee  under  collateral  trust 

indenture 926 

133S.   Notice  of  sale  of  stock  by  trustee  under  collateral  trust  deed.  .  .  . .    927 

1339.  Notice  of  public  sale  of  stocks 928 

1340.  Notice  of  sale  of  shares  by  special  master  under  decree  of  fore- 

closure      929 

1341.  Notice  of  public  sale  of  shares  belonging  to  a  municipal  corpora- 

tion    : 930 

1342.  Notice  of  executor's  sale  of  stock 930 

1343.  Notice  of  adjourned  sale 931 

1344.  Notice  to  pledgor  after  sale  of  pledged  stock 931 

1345.  Published  notice  to  stockholders  of  Offer  to  buy  stock  under  terms 

of   deposit  agreement 932 

1346.  Stockholders'  deposit  agreement  under  preceding  offer  to  buy  stock  933 

1347.  Copy  of  offer  to  purchase,  referred  to  In  above  agreement 940 

CHAPTER  XVII. 

UNDERWRITING  CORPORATE  STOCKS  AND  SECURITIES. 

1348.  Offer  addressed  to  promoter,  to  underwrite  shares  in  company  to 

be  formed    942 

1349.  Underwriting  agreement  containing  application  for  allotment  of 

shares — Schedule  "A"  (Referred  to  in  preceding  form) 943 

1350.  Acceptance  by  promoter  of  offer  to  underwrite  shares 944 

1351.  Offer,  addressed  to  company,  to  underwrite  shares 944 

1352.  Acceptance  by  company  of  offer  to  underwrite  shares 945 

1353.  Underwriting  agreement — No  application   for  shares  necessary — 

Underwriter  to  pool  his  shares,  if  so  required 946 

1354.  Letter  to  underwriter  informing  him  of  the  number  of  shares  he 

is  required  to  take  up 948 

1355.  Letter  to  underwriter  informing  him  of  the  number  of  shares  for 

which  he  is  admitted  as  underwriter 948 

1356.  Application  by  underwriter  for  allotment  of  shares 949 

1357.  Underwriting  agreement  with  company 949 

1358.  Underwriting  agreement   with   vendors — Conditions  and   applica- 

tion        951 

1359.  Underwriting  agreement    for   preferred   stock   of   company    to   be 

formed    952 

1360.  Underwriting  agreement  for  preferred  stock  of  corporation  to  be 

formed — (Another    form)     953 

1361.  Underwriters'  agreement  for  bonds — Underwriters  to  receive  stock 

bonus    956 

1362.  Letter  of  deposit  of  underwriting  agreement  in  escrow 967 

1363.  Clauses  from  underwriting  agreement  for  bonds  of  construction 

company    958 

1364.  Underwriting  agreement  for  bonds 959 

1365.  Underwriting  agreement  for  bonds — (Another  form) 95$ 

1366.  Agreement  to  underwrite  debentures 961 

1367.  Agreement  between  trust  copipany  and  underwriters  for  advance 

to    corporation 962 

1368.  Supplemental  underwriting  agreement 966 

1369.  Underwriting  agreement  for  reorganization  of  a  Connecticut  cor- 

poration        968 

1370.  Underwriting  agreement  for  bonds — Underwriters  to  receive  stock 

bonus    970 

1371.  Sub-underwriting   agreement    972 

1372.  Sub-underwriters'  agreement    973 

1373.  Authorization  to  arrange  for  public  underwriting 974 

1874.   Invitation  for  subscriptions  to  underwriting 974 

1375.  Letter  concerning  compensation  of  underwriters 975 

1376.  Underwriting  certificate   975 


TABLE  OF  CONTENTS.  xxiii 

CHAPTER   XVIII. 

FLOTATION  OF  STOCK  AND  CORPORATE  SECURITIES. 

Pag* 

1377.  Agreement  for  sale  of  bonds  to  capitalists  who  Intend  to  offer  the 

same  for  public  subscription 977 

1378.  A)L,'reement  with  fiscal  agent  to  sell  treasury  stock 379 

1379.  Syndicate  agreement  to  purchase  and  resell  mines 981 

1380.  Agreement  between  promoters  to  finance  promotion 982 

1381.  Prospectus     983 

1382.  Prospectus  for  preferred  stock 985 

1383.  Prospectus  Issued  by  brokers 987 

1384.  Advertisement  by  brokers  of  preferred  stock 989 

1385.  Prospectus  for  sale  of  preferred  stock  with  bonus 990 

1386.  Published  offer  of  preferred  stock  to  carry  bonus  of  common  stock  993 

1387.  Subscription  to  stock  referred  to  in  two  preceeding  forms 994 

1388.  Advertisement  by  brokers  of  preferred  stock — (Another  form)  ....    995 

1389.  Advertisement  by  brokers  of  preferred  stock — (Another  form)..    996 

1390.  Prospectus  for  preferred  stock 997 

1891.  Advertisement  of  preferred  stock 1004 

1392.  Offer  of  treasury  stock  to  public 1005 

1393.  Subscriptions  to  stock  above  par,  payable  In  Instalments 1005 

1394.  Subscription  for  stock — (Another  form) 1006 

1395.  Application  for  preferred  stock  with  bonus 1006 

1396.  Application  for  shares 1007 

1397.  Application   for  preferred   stock   with   power  of  attorney   to   sub- 

scribe for  same 1007 

1398.  Allotment  letter   1008 

1399.  Prospectus  for  sinking  fund  bonds 1008 

1400.  Broker's  prospectus  for  bonds  and  stock 1016 

1401.  Application  for  securities  offered  in  preceding  instrument 1018 

1402.  Advertisement  of  bonds — (Another  form) 1019 

1403.  Advertisement  of  first  mortgage  bonds,  and  offer  to  receive  other 

bonds  in  exchange 1021 

1404.  Advertisement  of  bonds    lOL'l 

1405.  Advertisement  for  sale  of  serial  gold  notes 1024 

1406.  Application  for  subscription  to  bonds 1025 

1407.  Opinion  of  counsel  as  to  validity  of  bonds 1026 

1408.  Opinion  of  counsel  as  to  issue  of  bonds 1027 

1409.  Opinion  of  counsel  as   to  organization,   right  to  issue  bonds,  and 

title  to  real  estate 1028 

1410.  Opinion  of  counsel  as  to  legality  of  organization  and  bond  issue.  .  .1029 

CHAPTER   XIX. 

ANNUAL   MEETINGS   OF   STOCKHOLDERS. 

1411.  Notice  of  annual  meeting 1030 

1412.  Notice  of  annual  meeting — (Another  form) 1031 

1413.  Notice  of  annual  meeting — (Another  form  ) 1031 

1414.  Notice  of  annual  meeting — (Another  form) 1031 

1415.  Notice  of  annual  meeting — (Another  form) 1032 

1416.  Notice  of  annual  meeting,  and  election  of  directors 1032 

1417.  Notice  of  annual  meeting  for  election  of  directors  and  other  busi- 

ness      1032 

1418.  Notice  of  annual  meeting  and  election  of  directors   for  ensuing 

fiscal  year 1033 

1419.  Notice  of  annual  meeting — (New  Jersey) 1033 

1420.  Notice  of  annual  meeting — (New  Jersey) 1034 

1421.  Notice  of  annual  meeting  of  the  Pennsylvania  Railroad  Company.  1084 

1422.  Notice   by   nominating  committee   of   recommendation    of   certain 

ticket   for  directors 1084 

1423.  Notice  of  annual  meeting  to  approve  contracts  In  which  directors 

'  were  personally  interested 1036 


xxiv  TABLE  OF  CONTENTS. 

Form  P*8e 

1424.  Notice  of  annual  meeting  of  United  States  Steel  Corporation 1036 

1425.  Notice  of  tenth  annual  meeting  of  United  States   Steel   Corpora- 

tion     1036 

1426.  Notice  of  annual  meeting  to  approve  specific  contracts,  etc ;037 

1427.  Notice  of  annual  meeting  to  amend  articles  of  incorporation 103S 

142S.  Notice  of  e.xtraordinary  business  at  annual  meeting 1039 

1429.  Notice  of  annual  meeting  to  elect  directors  and  amend  by-laws. .  .1039 

1430.  Notice  of  annual  meeting  and  of  proposed  amendment  of  by-laws.  1040 

1431.  Notice  of  annual  meeting  and  increase  of  stock  of  different  classes, 

and  amendment  of  charter  and  by-laws 1040 

1432.  Notice  of  annual  meeting  specifying  hours  of  election .1042 

1433.  Notice  of  annual  meeting — Polls  open  till  specified  hour 1042 

1434.  Notice  of  annual  meeting,  and  extension  of  time  for  closing  trans- 

fer books 1043 

1435.  Notice  of  adjourned  annual  meeting 1043 

1436.  Notice  of  annual  meeting  requiring  tickets  of  admission 1043 

1437.  Form  of  ticket  for  admission  to  stockholders'  annual  meeting.  .  .  .1044 
143S.  Aflidavit  of  mailing  notice  of  meeting 1044 

1439.  Affidavit  of  mailing   notices — (Another   form) 1045 

1440.  Affidavit  of  publication  of  notice 1045 

1441.  Authority  to  company  to  give  notices  to  agent 1046 

1442.  Minutes  of  the  annual  meeting  of  stockholders 1046 

1443.  Inspectors'  oath  and  report 1047 

1444.  Inspectors'  certificate  of  election 1048 

1445.  List  of  stockholders — (New  Jersey) 1049 

1446.  Ballot  for  directors   1050 

1447.  Ballot  for  officers 1050 

1448.  Ballot — (Another   form)     1050 

1449.  Notice  of  election  as  a  director 1051 

1450.  Acceptance  of  election  as  director   1051 

1451.  Published  notice  of  election  of  directors  and  officers 1051 

1452.  Published   notice  of  election   of   directors   a^d    officers — (Another 

form) 1052 

CHAPTER  XX. 

PROXIES. 

1453.  Proxy  for  first  meeting  of  incorporators 1053 

1454.  Proxy  for  annual  meeting 1053 

1455.  Proxy  for  annual  meeting  of  stockholders 1054 

1456.  Proxy  for  annual  meeting  to  several  persons — (New  .lersey) 1054 

1457.  Proxy  to  two  attorneys — Election  of  directors 1055 

1458.  Proxy  to  several  attorneys — (Annual  meeting) 1055 

1459.  United  States  Steel  Corporation — Proxy  for  meeting  February  17, 

1902    1056 

1460.  Proxy  of  corporation 1057 

1461.  Proxy  of  corporation — (Another  form)    1057 

1462.  Proxy    for    special    meeting    of    stockholders    to    increase    capital 

stock   1058 

1463.  Proxy  for  special  meeting  to  increase  stock  and  amend  charter.  .  .1058 

1464.  Proxy  for  proceedings  to  dissolve  corporation — (New  Jersey) 1059 

1465.  Proxy   to   several    attorneys — (Special   meeting) 1060 

1466.  Proxy  for  limited  period 1060 

1467.  Substitution  of  proxy 1061 

1468.  Form  of  revocation  of  proxy 1062 

CH.\PTKR  XXI. 

DIRECTORS'   MEETINGS. 

1469.  Minutes  of  directors'  meeting  to  act  upon  a  contract,  and  transact 

other  business 1062 

1470.  Waiver  of  notice  and  consent  to  meeting 1C66 


TABLE  OF  CONTENTS.  xxv 

Form  t-ag* 

1471.  Notice  of  call  of  special  meeting  of  directors 1066 

1472.  Kesolution  of  board  appointing  general  manager 1067 

1473.  Itesolutiun  of  board  appointing  solicitors 1067 

1474.  liesolutlon  of  board  appointing  auditor  to  fill  casual  vacancy 1067 

1475.  Resolution  removing  auditor 1068 

1476.  Resolution  confirming  previous  minutes 1068 

1477.  Resolution  to  authorize  the  execution  of  a  contract 1068 

1478.  Resolution  to  borrow  money 1068 

1479.  Resolution  in  reference  to  debt  and  employment  of  counsel 1068 

1480.  Resolution  appointing  registrar  of  stock 1069 

1481.  Certificate  to  registrar    1070 

1482.  Resolution  appointing  registrar  for  increase  of  stock 1070 

1483.  Resolution  authorizing  filing  of  reports 1070 

14S3a.  Certificate  of  secretary  of  passage  of  resolution 1071 

1484.  Certificate  of  passage  of  resolution '. 1071 

1485.  Resignation  of  officer 1072 

1486.  Resignation  of  officer  and  director 1072 

1487.  Resignation   of  director 1072 

14SS.   Resignation  of  director — (Another  form) 1072 

1489.   Resignation  to  take  effect  immediately 1073 


CHAPTER   XXII. 

DIVIDENDS. 

1490.  Notice  of  meeting  of  directors  to  declare  dividend 1074 

1491.  Dividend  resolution    1074 

1492.  Dividend  resolution — (Another  form) 1074 

1493.  Resolution  declaring  dividend  on  preferred  and  common  stock.  .  .  .1075 

1494.  Resolution  for  payment  of  dividend  and  accumulated  dividend  on 

preferred  stock   1075 

1495.  Resolution  for  payment  of  di\idcnds  in  instalments 1076 

1496.  Letter  to  stockholders  concerning  purchase  of  stock  to  be  distrib- 

uted among  stockholders 1076 

1497.  Resolution  of  stockliolders  concerning  purcliase  of  stock  as  pro- 

vided in  preceding  letter 1077 

1498.  Resolution  of  stockholders  requesting  directors  to  issue  stock  divi- 

dend     1077 

1499.  Resolution  of  directors  to  issue  stock  dividends  to  stockholders. .  .1077 

1500.  Resolution  for  distribution  of  shares  of  stock  as  dividend 1078 

1501.  Resolution  providing  for  issue  of  non-voting  dividend  obligations.  1078 

1502.  Dividend  obligation    1079 

1503.  Dividend  scrip  convertible  into  dividend  obligations 1079 

1504.  Scrip    dividend    lOSO 

1505.  Resolution  authorizing  scrip  dividend 1 080 

1506.  Scrip  certificate  issued  pursuant  to  above  resolution 1081 

1507.  Dividend  warrant 1081 

150S.  Letter  enclosing  dividend  check 10S2 

1509.  Letter  enclosing  dividend  check  on  preferred  stock 10S2 

1510.  Dividend  check 10S2 

1511.  Dividend  order 10S3 

1512.  Standing  dividend  order 1083 

1513.  Communication  accompanying  foregoing  dividend  order 10S5 

1514.  I'ower  of  attorney  to  receive  dividends 1085 

1515.  Endorsed  guaranty  of  preferred  stock 10S5 

1516.  Endorsed  guaranty  of  dividends  on  preferred  stock 1086 

151 7.  Notice  of  dividend    1186 

151S.   Notice  of  dividend  on  common  stock 1086 

1519.  Notice  of  dividend  and  extra  dividend 1087 

1520.  Notice  of  dividend  and  extra  dividend — (Another  form) 1087 

15?1.  Notice  of  dividend,  and  extra  dividend — (.\nother  form) 1087 

1522.   Notice  of  dividend  and  additional  dividend  on  preferred  stock 1088 


xxvi  TABLE  OF  CONTENTS. 

Fonn  Page 

1523.  Notice  of  dividend  on  subscription  receipts  for  stock-carrying  divi- 

dends      1088 

1524.  Notice  of  dividend  on  preferred  and  common  stock 1088 

1525.  Notice  of  dividend  on  first  and  second  preferred  stock 1089 

1526.  Notice  of  dividend  and  accumulated  dividend  on  preferred  stock.  .1089 

1527.  Dividend  notice  wliere  stock  lield  in  voting  trust 1089 

1528.  Notice  of  payment  of  dividend  where  part  of  stock  held  in  voting 

trust    1090 

1529.  Notice  of  payment  of  dividend  by  voting  trustees 1091 

1530.  Notice  by  voting  trustees  of  payment  of  dividend  and  extra  divi- 

dend and  of  dividend  warrants 1091 

1531.  Notice  of  dividend  where  part  of  stock  held  in  voting  trust 1092 

1532.  Notice  of  dividend  where  part  of  stock  is  held  in  voting  trust 1092 

1533.  Notice  of  dividend  declared  by  executive  committee 1093 

1534.  Notice  of  payment  of  dividend  of  subsidiary  company 1093 

1535.  Notice  of  preferred  and  common  stock  dividend  and  request  for 

mailing  order 1093 

1536.  Notice  of  dividends  upon  preferred  stock  payable  in  Instalments.  .1094 
3  537.  Notice  of  dividend  payable  on  surrender  of  dividend  warrants 1094 

1538.  Notice  of  dividend  and  stock  dividend 1095 

1539.  Notice  of  declaration  of  stock  dividend 1096 

1540.  Notice  of  dividend  from  revenue  and  land  sales 1096 

1541.  Notice  of  payment  of  dividend  out  of  rental 1097 

1542.  Notice  of  dividend  and  change  of  dividend  date 1097 

1543.  Notice  of  dividend  and  change  of  dividend  periods 1098 

1544.  Dividend  book   1099 

1545.  Resolution  in  reference  to  suing  directors  for  declaring  dividends.  1099 

1546.  Resolution  of  stockholders  in  reference  to  suing  directors  for  de- 

claring dividends    1099 

1547.  Agreement  for  funding  arrears  of  dividend  on  preferred  stock.  .  .  .1100 

1548.  Funding  certificate 1102 

1549.  Table  showing  actual  rate  of  income  on  dividend  paying  stock  at 

various  prices — (Par  $100) 1102 


CHAPTER  XXIII. 

VOTING  TRUSTS. 

v 

1550.  Voting  trust  agreement 1106 

1551.  Voting  trust  agreement — (Another  form) 1111 

1552.  Voting  trust  agreement — (Another  form) , 1115 

1553.  Stock  voting  trust  certificate 1118 

1554.  Assignment  of  voting  trust  certificate 1119 

1555.  Renewal  of  voting  trust  agreement 1119 

1556.  Letter  to  certificate  holders  in  reference  to  renewal  of  voting  trust 

agreement 1125 

1557.  Power  of  attorney  to  renew  voting  trust  agreement 1125 

1558.  Published  notice  of  renewal  of  voting  trust  agreement  by  trustees 

and  request  to  holders  of  voting  trust  certificates  to  execute 
same    1126 

1559.  Supplemental  notice  in  renewal  of  voting  trust  agreement 1127 

1560.  Notice  of  reception  of  deposits  of  stock  for  voting  trust 1128 

1561.  Notice  of  extension  of  time  to  deposit  stock  in  voting  trust 1128 

1562.  Notice  of  exchange  of  temporary  voting  trust  certificates  for  defin- 

itive certificates    1129 

1563.  Notice  of  termination  of  voting  trust  and  exchange  of  trust  cer- 

tificates for  new  stock 1129 

1564.  Notice  of  cancellation  of  voting  trust  agreement 1130 

1565.  Notice  by  voting  trustees  of  dividend  on  voting  trust  certificates.  1131 

1566.  Notice  of  dividend  by  company  on  stock  held  In  voting  trust 1131 

1567.  Notice  of  dividend  on  stock  held  in  extended  voting  trust  agree-  • 

ment   1132 


TABLE  OF  CONTENTS.  xx\ii 

CHAPTEU    AXI\. 

MISCELLANEOUS    STOCKHOLDERS'    AGREEMENTS. 

Form  P««« 

1568.  Pooling  agreement   1133 

1569.  Agreement  for  control  of  .stook 1134 

1570.  Agreement  for  control  of  corporation 1135 

1571.  Stock  oiuion    1135 

1572.  Clause  in  agreement  in  reference  to  control  of  stock  uplield .  .  .  .  1130 

1573.  Resolution  for  apiJraisal  under  above  contract 1136 

1574.  Agreement   among   stockholders    for   close   corporation 1137 

1575.  Letter  of  deposit  ef  stock  in  trust 1138 

1576.  Assignment  of  shares  of  stock  to  l^e  held  in  trust 1139 

1577.  Agreement  for  transfer  of  vendors  shares  to  secretary  in   trust 

for  company • 1141 

1578.  Offer  and  agreement  to  donate  stock  to  corporation 1142 

1579.  Stockliolders'  arbitration  agreement. and  award  thereon 1143 

1580.  Stockholders"   agreement   to  join   in  litigation  based   on   deceit   in 

sale  of  stock   • 1145 


CHAPTER   XXV. 

NEGOTIABLE   INSTRUMENTS. 

1581.  Simple  promissory  note 1150 

1582.  Note  payable  to  corporation 1150 

1583.  Draft   by   corporation 1150 

1584.  Endorsement  of  note    or    draft    by    corporation 1151 

1585.  Endorsement  of  note  by  corporation 1151 

1586.  Endorsement  of  note   without   recourse 1152 

1587.  Endorsement  without  recourse — (Another   form) 1152 

1588.  Endorsement  for  collection 1153 

1589.  Endorsement  waiving   protest    1153 

1590.  Restrictive   endorsement    1154 

1591.  Promissory  note  and  endorsements 1154 

1592.  Non-negotiable    note    1154 

1593.  Collateral  note  by  corporation   to   bank 1155 

1594.  Collateral  note  by  corporation — (Another    form)    1156 

1595.  Collateral  note  secured  by  stock  and  bonds 1157 

1596.  Collateral  trust  note  with  guaranty 1158 

1597.  Short  term  note    1159 

1598.  Form   of  coupon    1160 

1599.  Resolution  authorizing  issue  of  short-term   notes 1161 

1600.  Resolution  for  issue  of  sliort-term   notes,   with  covenant  against 

mortgages    1163 

1601.  Short-term   note   with   covenant   against   mortgages 1163 

1602.  Offer    for    sale   of    short-term    notes 1165 

1603.  Notice  of  payment    of    interest    coupons 1165 

1604.  Notice  of  payment  of  short-term  notes 1165 

1605.  Notice  of  maturity  of  short-term  notes 1166 

1606.  Notice  of  retirement   of  coupon   notes 1166 

1607.  Offer  of  refunding  gold  notes 1166 

1608.  Notice  of  redemption  of  collateral  trust  notes 1167 

1609.  Notice    of    redemption    of   issue    of    collateral    trust    notes    before 

maturity     1167 

1610.  Notice  of  redemption  of  notes  before  maturity 1168 

1611.  Notice    of    redemption    of    convertible    gold    notes    by    successor 

trustee    1168 

1612.  Notice  of  extension    of    notes 1169 

1613.  Notice  of  payment  of  part  of  note  issue  at  maturity  and  offer  i>f 

extension    of    remainder 1169 

1614.  Notice  of  offer  to  extend  gold  notes 1170 

1615.  Notice  of  privilege  of  extension  of  gold  notes 1170 


xxviii  TABLE  OF  CONTENTS. 

Form  P»8e 

1616.  Extension  of  trust  deed  note,  payable  in  gold  coin 1171 

1617.  Extension  interest  note 1172 

1618.  Coupon  judgment  note    1173 

1619.  Joint  and  several  judgment  note 1173 

1620.  Agreement  to  surrender  note  if  reoi'ganization  effected  and  take 

other  security 1174 

1621.  Corporate  checlv   1175 

1622.  Corporate  checli — (Another    form)     1175 

1623.  Corporate  check — (Another  form)    '.  .1176 

1624.  Endorsement   of   checlt   by   corporation 1176 

1625.  Endorsement  of  check  for  deposit 117  6 

1626.  Voucher    check 1177 

1 627.  Voucher   check    1178 

162S.   Form  of  letter  when  voucher  check  is  used 1179 

1629.  Voucher    1180 

1630.  Bond  of  indemnity  on  payment  of  lost  note 1180 

1631.  Bond  of  indemnity  on  paying  a  lost  bond — (Another  form) 1181 

CHAPTER  XXVI. 

DEEDS,  MORTGAGES  AND  LEASES. 

1632.  Warranty  deed,  corporation  to  corporation 1183 

1633.  Quit  claim  deed,  by  corporation 1184 

1634.  Declaration  of  trust  in  land 1185 

1635.  Declaration  by  trustee  of  a  trust 1186 

1636.  Articles  of  agreement  for  warranty  deed 1187 

1637.  Bond  for  deed 11S3 

1638.  Bond  for  deed  to  mining  property 1189 

1639.  Resolution  of  stockholders  authorizing  loan 1190 

1640.  Resolution  of  stockholders  authorizing  mortgage 1190 

1641.  Mortgage  by   corporation  to  corporation 1190 

1642.  Release  of  mortgage  by  corporation — (Illinois  f orm  ) 1194 

1643.  Release  of  mortgage  by  corporation — (Another  form) 1195 

1644.  Release  of  part  of  mortgaged  premises 1195 

1645.  Chattel  mortgage  of  corporation  to  individual — (Illinois  form).. 1196 

1646.  Specific  pledge  of  book  debts 1198 

1647.  Lease,  with  covenants 1199 

1648.  Lease — By   corporation    to    individual 1200 

1649.  Agreement  for  lease  of  an  entire  plant 1205 

1650.  Lease  of  manufacturing  plant 1209 

1651.  Lease    of    railroad 1213 

1652.  Assignment  of  lease 1220 

1653.  Notice  to  quit  by  a  landlord  to  a  tenant  from  year  to  year 1220 

1654.  Notice  by  a  tenant  from  year  to  year  of  its  intention  to  quit 1221 

1655.  Notice  to  remove  property  on  expiration  of  lease 1221 

1656.  Notice  to  tenants  of  a  conveyance  to  a  purchaser 1222 

1657.  Stockholders'  resolution  concerning  defaulted  lease  and  notice  of 

resolution    1222 

1658.  Testimonium  clause  of  deed  poll 1223 

1659.  Testimonium  clause  of  indenture  1223 

CHAPTER   XXVII. 

BOND  ISSUES. 

1660.  Trust  deed  securing  first  mortgage  bonrls 1225 

16R1.   Indenture  securing  first  mortgage  gold  bonds  of  Power  Company..  1249 

1662.  Notice    of    special    meeting    to    authorize    issue    of    sinking   fund 

debenture    bonds     1271 

1663.  Notice  of  special  meeting  of  stockholders  to  authorize  bond  issue 

and  mortgage  deed  of  trust 1272 


TABLE  OF  CONTEXTS.  xxix 

Form  P'S' 

1664.  Resolution    of   stockholders   authorizing  Issuance    of   bonds    and 

mortgages     12(3 

16G4a.  Resolution  of  board  of  directors  authorizing  bond  issue  and  mort- 

gage    '^'I'l 

1665.  Resolution  of  directors  authorizing  morlgiigo 1270 

1666.  Collateral   trust  deed  securing    bonds 1277 

1667.  Collateral  trust  deed  securing  Income  bonds,  containing  form  of 

bond 1302 

1668.  Endorsonu  nt  on   stock  certificates  pledged  under  collateral  trust 

deed    1315 

16G9.   Income    bond    1315 

1670.  Income  rtiortgage  bond  scrip 1318 

1671.  Clause  in  reference  to  payment  of  interest  on   income  bonds.  ..  .1320 

1672.  Registered   bond    '• 1320 

1673.  General  mortgage  railroad  bond  (Registered) 1322 

1674.  Convertible    gold    bond    •• 1323 

1675.  Clause  of  mortgage  regulating  conversion  of  bonds  into  stock.  ..1320 

1676.  Covenant  in  trust  deed  to  keep  on  hand  quick  assets 1327 

1677.  Clause  for  sinking  fund  to  redeem  preceding  bond 1328 

1678.  Convertible   sinking   fund    coupon    bond 1330 

1679.  Sinking    fund    gold    bond — (Paper    Company) 1332 

1680.  First  mortgage  sinking  fund  bond — (Coal  Company) 1334 

1681.  Clauses  of  coal  company  mortgage  regulating  sinking  fund  bonds.  1336 

1682.  Refunding  and  improvement  mortgage  bond 1339 

1683.  Clauses  regulating  issue  of  refunding  and  improvemeni  mortgage 

bonds  of  railway  coinpany — (Referred  to  In  preceding  form)..  1341 

1684.  Convertible    debenture    indenture    1342 

13S5.   Coupon   debenture   note 1356 

1686.  Extracts   from  .indenture   securing  preceding   debenture   notes... 1358 

1687.  Collateral  trust  agreement  securing  convertible  bonds 1361 

16S8.  Trust  agreement  securing  guaranteed  trust   certificates 1370 

1689.  Guaranty  of   bond   by    corporation 1378 

1690.  Guaranty  endorsed  on  bond    1379 

1691.  Guaranty  of  bond  endorsed  thereon 1379 

1692.  Clause  of  mortgage  as  to  guaranty  of  bonds 1379 

1693.  Guaranty  of  bond   by   indorsement    1380 

1694.  Guaranty  by  railroad  company  endorsed  on  bond ..13S0 

1695.  Guaranty  by  railroad  company  endorsed  on  bond — (Another  form). 1381 

1696.  Guaranty  of  bond  by  Individuals 1381 

1697.  Resolution  of  directors  authorizing  guaranty  of  bonds 1381 

1698.  Trust  indenture  securing  gold  notes 1382 

1699.  Notice   of  election  to  pay   off  portion   of  outstanding   notes,   and 

Offer  of  exchange  of  new  notes  for  residue 1399 

1700.  Supplemental   mortgage    1399 

1701.  Supplemental    mortgage   of   after-acquired   property 1407 

1702.  Supplemental  mortgage  agreement 1410 

1703.  Agreement     by     security     holders     allowing     creation     of     prior 

securities     1422 

1704.  Resolution   of  preferred  stockholders  consenting  to   execution  of 

first  mortgage    H23 

1705.  Resolution  in  reference  to  surrender  of  mortgage  bonds  for  new 

bonds    1424 

1706.  Notice  of  exchange  of  temporary  certificates  for  mortgage  bonds.  .1424 

1707.  Notice  of  exchange  of  certificates  of  deposit  for  definitive  engraved 

securities     1425 

1708.  Notice  of  exchange  of  certificates  of  deposit  for  definitive  bonds. 1425 

1709.  Notice  to  stockholders  of  privilege  to  subscribe  for  convertible 

gold  bonds    1426 

1710.  Notice   to   stockholders  of  privilege   to   subscribe   for   convertible 

bonds,  with  form  of  resolution  containing  terms  of  privilege.  .  1427 

1711.  Notice  of  privilege  to  subscribe  for  convertible  debenture  bonds.  .1429 

1712.  Advance,  subscription  to  convertible  debentures 1432 


XXX 


TABLE  OF  CONTENTS, 


Fonn  *  Pa^e 

1713.  Warrant  for  debenture    1432 

1714.  Fractional   warrant  for  debenture 1433 

1715.  Subscription  receipt    for    debentures    1435 

1716.  Subscription  for  bonds,    with   bonus   of   stock 1436 

1717.  Subscription  for  bonds,    1436 

171S.   Subscription  for  bonds — (Another    form) 1436 

1719.  Agreement  to  purchase   bonds   from   subscriber 1437 

1720.  Notice  in  reference  to  deposit  of  income  bonds  for  the  purpose  of 

having   interest   warrants   attached    thereto 1437 

1721.  Notice    to    bondholders    of    right    to    have    guaranty    of    interest 

endorsed   thereon    1438 

1722.  Notice  to  bondholders  of  right  to  have  guaranty  endorsed  on  bonds, 

with    form   of   guaranty 1438 

1723.  Notice  of  payment  of  coupons    1439 

1724.  Notice  of  payment    of    coupons — ('Another    form) 1439 

1725.  Notice  by  trustee  for  taking  up  coupons  on  condition,  and  accept- 

ance      1440 

1726.  Notice  of  payment  of  interest  on  deposited  mortgage  bonds 1440 

1727.  Notice  of  payment   of  interest   on   bonds   deposited   under   agree- 

ment      1440 

1728.  Notice    of    declaration    of    interest    upon    adjustment    mortgage 

bonds 1441 

1729.  Notice  of  declaration  of  interest  upon  income  bonds 1442 

1730.  Notice  of  payment  of  interest  by  trustee   for  income  bonds 1442 

1731.  Notice  of  payment  of  interest  by  income  bondholders'  protective 

committee     1443 

1732.  Notice   of  ascertaining  and  declaration   of   interest   upon   income 

bonds     1444 

1733.  Notice    of    payment    of    coupons    on    matured    timber    certificate 

deposited    with    committee 1444 

1734.  Notice  of  redemption  of  outstanding  first  mortgage  bonds  before 

maturity    1445 

1735.  Notice  of  payment  of  bonds  by  successor  company 1445 

1736.  Notice  of  redemption  of  entire   bond   issue    1446 

1737.  Notice  of  redemption  of  bond   issue   before    maturity    1447 

1738.  Notice  .of  redemption  of  collateral   notes    1447 

1739.  Notice  of  redemption    of   bonds    1448 

1740.  Notice  of  redemption  of  sinking   fund   bonds 1448 

1741.  Notice  of  first  mortgage  bonds  drawn  for  payment .  .1449 

1742.  Notice  of  bonds  drawn  for  redemption  with  certificate  of  notary 

public     1449 

1743.  Notice   of  di-awing  of  bonds  for   sinking   fund   and   certificate   of 

notary    public     1450 

1744.  Certificate  of  sinking  fund  commissioners  as  to  drawing  of  bonds 

for    sinking    fund     1451 

1745.  Notice  of  e.xercise  of  option  to  call  bonds  for  payment 1451 

1746.  Notice  of  reception  of  proposals  to  sell  bonds  for  sinking  fund — 1452 

1747.  Notice  of  reception  of  proposals  to  sell  bonds  for  sinking  fund — 

(Another   form)    1452 

1748.  Notice  of  reception   of   proposals   to   sell   bonds 1453 

1749.  Notice  of  reception  of  offers  to  sell  equipment  bonds  for  sinking 

fund     1453 

1750.  Notice  of  reception  of  offers  to  sell  mortgage  bonds  for  proceeds 

of   part   of   collateral   deposited   under   mortgage 1454 

1751.  Notice  of  purcliase   of   bonds   by    leave   of   court 1454 

1752.  Notice  of  payment    of    first    mortgage    bonds    and    privilege    to 

exchange  for  consolidated  mortgage  bonds,  with  form  of  resolu- 
tion      1455 

1753.  Redemption  notice  with  offer  for  sale  of  other  securities 1456 

1754.  Notice  of  exchange  of  new  bonds  for  maturing  bonds,  and  terms 

of  exchange    ]  458 

1755.  Notice  of  offer  to   exchange   preferred    stock   for   bonds 1458 

1756.  Notice  of  offer  to  exchange  bonds  on  certain  terms 1459 


TABLE  OF  COXTENTS.  xxxi 

Pag* 

1757.  Notice  of  offer  to  extend  first   mortgage  bonds l-lCu 

1758.  Notice  of  e.xtension  of   fir.st   mortgage   sinking   fund   bonds 1460 

1759.  Notice  of  privilege  to  extend  time  of  payment  of  bonds  and  offer 


t'orin 


of    excliange 


,1461 


1760.  Agreement    for    extension    of   first    mortgage    bonds 1462 

1761.  Agreement  of  debenture  holders  to  extend  time  for  payment.  ..  .1469 

1762.  Published   notice  of  bondholders'   meeting  to  consider  default  in 

Interest    and     future    action 1470 

1763.  Notice  in   reference  to  meeting  of  bondholders 1471 

1764.  Proxy  for  bondholders'   meeting 1472 

1765.  Copy  of  receipt  or  certificate  referred  to  in  preceding  notice 1472 

1766.  Notice  of  annual  meeting  of  registered   bondholders 1473 

1767.  Notice  of  adjourned    meeting   of   bondholders 1473 

1768.  Notice  of  meeting  of  bondholders  to  appoint  a  successor  trustee.  1473 

1769.  Notice  of  vacancy  in  office  of  trustee  for  bondholders 1474 

1770.  Notice  of  appointment  of  successor  trustee 1474 

1771.  Notice  of  appointment  of  successor  trustee  for  bondholders 1475 

1772.  Notice  of  sale  by  trustee  of  collateral   securing  bonds 1476 

1773.  Notice  of  trustee's  sale  of  real  estate  under  indenture  securing 

bonds    1477 

1774.  Notice  of  stolen  bonds    H"9 

1775.  Indemnity   bond   for   lost   coupons 1479 

CIIAPTKH  XXVIII. 

MISCELLANEOUS  CORPORATE  INSTRUMENTS. 

1776.  Agreement    by    company    adopting    contract    made    on    its    belialf 

before    incorporation     14  81 

1777.  Agreement  for  change  and  modification  of  contract 1481 

1778.  Bond  given  for  the  performance  of  covenants 1482 

1779.  Bond  for  payment    of    money 1483 

1780.  Bond  of  indemnity    to    surety   on    bond 1483 

1781.  Bond  to  one  bound  for  a  corporation,  the  obligor  in  a  bond  for  the 

payment    of    money 1484 

1782.  Contractor's  bond  to  corporation  for  erection  of  building 1485 

1783.  Bond    for    completion    of   building 1486 

1784.  Bond    of    sub-contractors    1487 

1785.  Bond  by  lessee  for  performance  of  covenants   of   lease   of   coal 

mine    1 488 

1786.  Assignment  of  account  by   corporation 1488 

1787.  General  assignment  to  corporation 1489 

1788.  Assignment  of  money  due  on  open  account 1489 

1789.  Assignment  of  bond    without    recourse    1490 

1790.  Assignment  of  moneys  due  under  contract 1491 

1791.  Assignment  of  money  due  and  to  become  due  under  contract.  .  .  .1491 

1792.  Second  assignment  of  money  due  and  to  become  due  under  con- 

tract     1492 

1793.  Pledge  of  money  due  under  contract 1493 

1794.  Assignment  of  contract   1494 

1795.  Assignment  of  contract  with  covenant  to  indemnify  assignor.  .  .  .1494 

1796.  Assignment   of  contract  by  corporation   to  corporation 1495 

1797.  Consent  to  foregoing  assignment 1496 

1798.  Assignment    of    judgment    by    corporation 1497 

1799.  Notice   of   assignee   by   assignment 1498 

1800.  Notice  of  assignment  by  assignor    1498 

1801.  Notice  of  assignment  of  accounts  by  assignor  to  prior  assignee.  149r 
180-'.  Notice  of  assignment  of  accounts  by  assignee  to  prior  assignee.  .1499 

1803.  Bill    of  sale   by  a   corporation — (Illinois) 1409 

1804.  Bill  of  sale  to  a  corporation l^'^'O 

1805.  Agreement    for    sale    of    goods    at    price    to    be    ascertained    by 

appraisement    1 501 

1806.  Assignment  of  bill   of  sale  with  general   and   special   warranty ..  1501 

1807.  Assignment  of  personal  property  by  corporation  to  corporation.  .1502 


xxxii  TABLE  OF  CONTENTS. 

Form  Pase 

1808.   Sale  of  good  will  and  right  to  use  name 1504 

1S09.  Agreement  for  sale  of  a  secret  process 1505 

1810.  Agreement  for  sale   of  cars    1508 

1811.  Agreement  to  expedite    deliveries    of    material 1509 

1812.  Agreement  for  orivilege   of  sale  of  machinery 1510 

1813.  Contract  for  sale   of   machinery — Proposal   and   acceptance 1514 

1814.  Contract  for  superstructure  of  bridge   1516 

1815.  Agreement  for  sale  of  coal 1516 

1816.  Contract    to    furnish    coal 1517 

1817.  Agreement  for  sale  of  coal 1518 

1818.  Agreement  for  sale  and   purchase   of  Iron 1520 

1819.  Agreement  for  sale  and  purchase  of  lumber 1520 

1820.  Contract  with  United   States   Government — (Treasury  Dept.) . .  .1523 
1820a.  Bond   for  contract  with  United  States — (Treasury  Dept.) 1527 

1821.  Certified  copy  of  contract  Vi^ith  United  States — (Treasury  Dept.).  1528 

1822.  Agreement  for  right  to  lay  water  pipes  and  convey  water  over 

land 1 528 

1 823.  Agreement  for  right  of  way  of  railroad ; 1531 

1824.  Lease  of  premises  for  storage  of  consigned  property 1532 

1825.  Appointment  of  custodian  of  pledged  property  situated  on  prem- 

ises leased  from  pledgor 1534 

1826.  Agreement  relative  to  pledged  property 1535 

1827.  Agreement  for    erecting    a    building 1537 

1828.  Agreement  for  hiring  vessel  for  cash  rental  and  stock  of  lessee.  .1537 

1829.  Escrow  agreement  to  be  endorsed  on  envelope  containing  instru- 

ment to  be  held  in  escrow 1540 

1830.  Letter  for  deposit  of  documents  subject  to  condition 1540 

1831.  Receipt   for  documents   deposited   in   escrow 1541 

1832.  Order    to    deliver    documents 1541 

1833.  Letter   to   custodian  of   escrow   agreement 1542 

1834.  Agreement  with  bank  on  obtaining  credit 1542 

1835.  Statement  for  obtaining    credit — (Another    form) 1542 

1836.  Statement  for  obtaining    credit    1 543 

1837.  Statement  for  credit — (Copartnership)    1544 

1838.  Stockholders'   guaranty   for  credit  to  be  extended  corporation  by 

bank    1546 

1839.  Guaranty  for  a  corporation 1547 

1840.  Contract  of  guaranty    by    a    corporation 1548 

1841.  Guaranty  of  payment  of  extended  notes  of  corporation 1548 

1842.  Guaranty  of  debts  of  corporation  to  limited  amount 1549 

1843.  Guaranty  of  corporate    indebtedness    to    a    bank 1550 

1844.  Guaranty  of  payment  of  corporate  note 1550 

1845.  General  release  or  discharge  to  corporation 1551 

1846.  Release  of  claim  for  personal  injuries 1551 

1847.  Release  by  employe  for  personal  injury 1552 

1848.  Covenant  not  to  sue  stockholders  on  account  of  stock  liability.  .  .  .1553 

1849.  Agreement  to  pay  money  with  release  and  other  stipulations 1554 

1850.  General    power    of   attorney 1556 

1851.  Power  of  attorney  with  an  interest 1557 

1852.  Power  of  attorney  to  prosecute  claim  against  Government 1558 

1853.  Power  of  attorney  to  sell  stock,  and  receive  dividends 1560 

1854.  Power    of   attorney    to    transfer    stock 1560 

1855.  Revocation  of  power  of  attorney 1561 

1856.  Substitution    under   power    of   attorney 1561 

1857.  Power   of   attorney    to    recover   debts 1562 

CHAPTER  XXIX. 

AGREEMENTS  WITH   EMPLOYES. 

1858.  Agreement  between  corporation  and  employe 1 564 

1859.  Agreement  for  employment    1565 

1860.  4?rpement  for  the  employment  of  a  manager  by  a  company ...  .1566 


TAliLE  OP^  CONTENTS.  xxxiii 

Form  Page 

1861.  Agreement   for  the  engagement  of  a  manager  of  a  company 1G67 

1862.  Contract  for  employment  of  general  agent 1568 

1863.  Contract   with   foreman    15S9 

1864.  Agreement  with  employe  to  hold  stock  in  tru.st  for  term  of  year.s.loTO 

1865.  Bond  of  employe  of  corporation — (PennBylvania; 1571 

1866.  Bond  of  agent  of  corporation 1572 

1867.  Agreement  by  employes  not  to  enter  competing  business 1573 

1868.  Agreement    with    employe    covenanting    not    to    enter    competing 

business     1574 

1869.  Agreement    to    purchase    stock    purchased    in     consideration    of 

employment    1577 

1870.  Agreement  with  employe  as  to  Inventions 1578 

18V1.   Agency   agreement   for   sale   of  machinery 1580 

1S72.   Order  for  machinery,  under  agreement  in  preceding  form 1583 

1873.  Agreement  for  sales  on  commission  and  assignment  of  same 1584 

1874.  Assignment  of  salary  and  notice  to  employer 1584 

CHAPTER  XXX. 

EMPLOYES'   BENEFIT   ASSOCIATIONS   AND   AGREEMENTS. 

1875.  Trust  dt.td  of  shares  in  company  for  benefit  of  employes 1587 

1876.  Rules  of  employes  benefit  a.-^sociation 1588 

1877.  Deed  of  trust  between  benefit  association  and  trustees 1598 

J878.  Trust  agreement  as  to  funds  6f  employes  benefit  association 1603 

1879.  Scliedule  of  contrlljutions  to  employes  benefit  association 1604 

1880.  Industrial  accident  department  of  International  Harvester  Com- 

pany and  associated  companies 1605 

1881.  Benefit  Association  plan  for  the  employes  of  International   Har- 

vester   Company    and    subsidiary    companies — Organized    Sept. 

1,     1908     1611 

1882.  Pension    system    of    International    Harvester    Company    and    sub- 

sidiary   companies    1625 

•  CHAPTER   XXXI. 

SPECIAL  MEETING  OF  STOCKHOLDERS. 

1883.  ^Yaiver  of  notice  of  meeting  of  stockholders  for  general  purposes.  1628 

1884.  Notice  of  special  meeting  of  stockholders  to  consider  proposed 

contract    1629 

1885.  Notice  of  meeting  to  consider  sale  of  property 1629 

1886.  Notice  of  special   meeting  to   pass   on   purchase   of   entire   assets 

of    another    corporation     1630 

1887.  Notice    of    stockholders'    meeting    to    consider    conveyance    of   all 

property  of  corporation    1630 

1S88.  Notice    of   special    meeting   of   stockholders    to    consider   sale    of 

cars,    lease,    and    other    matters 1631 

1889.  Notice  of  special  meeting  of  stockholders  to  authorize  corporate 

mortgage     1631 

1890.  Notice  of  special  meeting  to  authorize  issue  of  notes 1632 

1891.  Notice  of  special  meeting  of  stockholders  to  authorize  issue  of 

bonds    1632 

1892.  Notice  of  special  meeting  to  consider  increase  of  indebtedness.  .1633 

1893.  Notice   of  special   meeting   of  stockliolders  to  increase  Indebted- 

ness, authorize  bond  Issue,  and  other  business 1633 

1894.  Noiice  of  special  meeting  to  amend  charter  and  increase  capital 

stock     1634 

1895.  Notice  of  Special  meeting  to  autliorize  pledge  of  stock 1635 

1896.  Notice  of  stockholders'    meeting   of   corporation   organized   under 

special  act  to  consider  acceptance  of  later  act 1635 

1897.  Notice  of  special   meeting  to  change  date  of  annual  meeting. ...  1636 

1898.  Notice  of  special  meeting  called  by  resolution  of  directors 1636 


xxxiv  TABLE  OF  CONTENTS. 

Form  P«Be 

1S99.  Notice  of  special   meeting   of   stockholders    called   by    resolution 

of    directors — (Another    form)     1636 

1900.  Stockholders'    call   for  special  meeting   of  stockholders 1637 

1901.  Notice  of  call  of  meeting  by  majority  of  stockholders 1637 

1902.  Notice  of  call  of  special  meeting  by  one  stockholder 1638 

1903.  Minutes  of  special  meeting  of  stockholders 1638 

1904.  Secretary's   certificate   of   passage   of   resolution    at    stockholders' 

meeting    1639 

CHAPTER  XXXII. 

CHANGES  IN  CAPITAL  STOCK  AND  AMENDMENTS  TO  CHARTERS. 

1905.  Minutes   of   a   special   meeting  of  the  board   of  directors   to   call 

stockholders'  meeting  to  consider  increase  of  stock — (Illinois)  .1641 

1906.  Published   notice   of   special   meeting   to   increase   capital    stock — 

(Another    Illinois    form)     1641 

1907.  Notice  for  publication  of  special  meeting  to  increase  capital  stock 

—  (Another   Illinois   form)     1642 

1908.  Notice    of    stockholders'     meeting    to    increase    capital    stock — 

(Illinois)    1642 

1909.  Minutes    of    a    special    meeting   of    the    stockholders    to    increase 

capital   stock,   also  directions  as  to  making  other  changes  and 
forms    of    resolutions — (Illinois) 1643 

1910.  Certificate  of  increase  of  capital  stock — (Illinois) 1646 

1911.  Certificate    of    increase    of    stock    to    be    filed    with    recorder — 

(Illinois)    1647 

1912.  Certificate    of    increase    of    capital    by    issuing   preferred    stock — 

(Illinois)    1648 

1913.  Notice  of  increase  of  stock  for  publication — (Illinois) 1650 

1914.  Notice  of  increase  of  stock  by  issuing  preferred  stock — (Illinois)  .1651 

1915.  Notice    of    increase    of    capital    by    issuing    cumulative    preferred 

stock  at  annual  meeting — (Illinois) 1651 

1916.  Notice     of     increase     of     common  '  stock — Preferred     stock     not 

changed — (Illinois)      '. 1651 

1917.  Published  notice   of   increase  of  common   stock — Preferred   stock 

not    changed — (Illinois)     1652 

1918.  Notice  of  special  meeting  to  increase  capital   stock  and  reorgan- 

ize the  company — (Illinois)    1653 

1919.  Receipt  of  notice,   agreement  and  proxy — (Illinois) 1654 

1920.  Minutes    of   special   meeting   of   stockholders    to    increase    capital 

stock    and     reorganize     company — (Illinois) 1656 

1921.  Letter    to    stockholders    in    re    application    for    increased    stock — 

(Illinois)      1658 

1922.  Application  for  stock     1658 

1923.  Application  for  warrant     1659 

1924.  Letter  to  stockholders  concerning  increa.se  of  stock  and  rigtit  to 

subscribe  therefor — (Another  form)    1659 

1925.  Subscription   1660 

1926.  Assignment     1661 

1927.  Stock  allotment  receipt     1661 

1928.  Stock  allotment  warrant    1662 

1929.  Warrant  for  increase  of  stock 1663 

1930.  Receipt    for    subscription    for    fractional    shares    of    increase    of 

stock     1663 

1931.  Fractional  stock  allotment  warrant 1664 

1932.  Temporary    certificate     1664 

1933.  Waiver  of  right  to  subscribe  to  increased  stock 1665 

1934.  Notice  of  annual  meeting  and  special  meeting  to  increase  capital 

stock — (New    York)     1666 

1935.  Notice  of  special  meeting  to  increase  capital  stock  and  Issue  pre- 

ferred stock — (New  York)    1666 


TABLE  OP  CONTEXTS.  xxxv 

Form  P*'"' 

193t;.  Notice  of  special  meeting  to  increase  stock,  and  amend  charter  aii'l 

by-laws — (Delaware)     16*>T 

l'.)37.  Notice    of    special    meeting    of    stockholders    to    increase    capital 

stock,   with   form   of   resolution — (Pennsylvania) 1668 

1938.  Notice  of   special   meeting   to  consider   increase   of   stock   and   of 

corporate   indebtedness — (Pennsylvania)    1669 

1939.  Notice   of   special    meeting    of   stockholders    to    consider    Increase 

of    capital     stock — (Pennsylvania) 1670 

1940.  Notice  to  stockholder.s  in  reference  to  Increase  of  capital  stock..  1C70 

1941.  Ke.-^oliition   increasing   capital   stock — (Ohio) 1G71 

1942.  Pwesolution  of  stockholders   for   increase   of   slock 1671 

1943.  Ive.solutioii  of  board   of   directors   concerning  increase  of  stock.. 1671 

1944.  Resolution  of  directors  calling  stockholders'   meeting   to  pass  on 

the  increase  of  capital  stock — (Pennsylvania) 1672 

1945.  Certificate  of  judges  of  election  by  stockholders  to  increase  capital 

stock — (Pennsylvania)   ' li'>12 

1946.  Notice  of  increase  of  capital  stock  and  right   to  subscribe  there- 

for  with    form   of   resolution i673 

1947.  Offer  to  stockholders  of  privilege  to  subscribe  for  increased  pre- 

ferred stock    l**'^ 

1948.  Notice  of  offer  of  increased  capital  stock  to  stockliolders 1675 

1949.  Notice  of  reduction  of  stock  issue — (Pennsylvania) 1676 

1950.  Notice  of  special  meeting  of  stockholders  to  consider  reduction  of 

capital  stock — (Pennsylvania)    1677 

1951.  Resolution  for  decrease  of  capital  stock 1677 

1952.  Resolution  for  increase  or  decrease  of  authorized  capital  stock.. 1677 

1953.  Resolution  reducing  capital  stock 1678 

1954.  Resolution  of  directors  in  reference  to  reducing  capital  stock  and 

amendment  of  charter,  and  calling  stockholders'  meeting — 
(Nortliern  Securities  Company,  a  New  Jersey  corporation) ...  .1678 

1955.  Certificate  of  decrease  of  stock — (Illinois) 1679 

1956.  Resolution   for  changing  number  and   par   value  of  shares   with- 

out changing  the  amount  of  authorized  capital  stock 1680 

1957.  Resolution  changing  par  value  of  shares  of  stock 1680 

1958.  Notice    of    special    meeting    to    reduce    par    value    of    shares    and 

increase  the  amount  of  capital  stock 1681 

1959.  Resolution   increasing   or   decreasing   capital   stock   and   changing 

rar   value 1681 

1960.  Change  of  directors — Notice  for  mailing — (Illinois) 1682 

1961.  Notice   of   meeting   to   change   number   of   directors,    for   publica- 

tion—  (Illinois)     1682 

1962.  Resolution  changing  number  of  ditectors 1683 

1963.  Published    notice    of   change    of   name,    increase   of   par    value    of 

shares,  decrease  of  number  of  shares,  reduction  of  number 
of  directors,  and  change  of  classification  of  directors,  and 
changing  location  of  principal  office — (Illinois) 1683 

1964.  Certificate  of  increase  of  capital  stock  and  increase  in  number  of 

directors — (Illinois)     1684 

1965.  Certificate    of   change    of   directors    for   Secretary    of    State — Illi- 

nois)  1^S5 

1966.  Certificate  of  change  of  directors,   for  Recorder — (Illinois) 1685 

1967.  Notice   of   stockholders'    meeting   to  change   name,   change   object 

and  increase  capital  stock — (Illinois) 1686 

1968.  Resolution  for  change  of  name 1687 

1969.  Resolution  changing  the  name  of  a  corporation 1687 

1970.  Certificate  of  change  of  name — (Illinois) 1687 

1971.  Notice  of  change  of  name — (Illinois) 168S 

1972.  Notice  of  cliange  of  objects — i  Illinois) 1688 

1973.  Resolution  changing  objects  of  corporation 16S9 

1974.  Certificate   of  change   of   objects   of  corporation — (Illinois) 16S'.' 

1975.  Resolution  to  extend  duration  of  corporate  existence 1690 

1976.  Resolution   for  extending  corporate  existence 1691 


xxxvi  TABLE  OF  CONTENTS. 

Form  ^age 

1977.  Resolution  for  change  of  principal  place  of  business 1691 

1978.  Certificate  of  change  of  principal  office — (Illinois) 1691 

CHAPTER  XXXIII. 

MERGER   AND    CONSOLIDATION   OF   CORPORATIONS. 

1979.  Notice   of  special  meeting   of   stockholders   to    conaider    proposed 

consolidation — (Illinois)     1692 

1980.  Agreement  for   consolidation — (Illinois)    1693 

1981.  Recommendation  of  the  board  of  directors  to  tlie  stociiholders  of 

the   Knickerbocker   Ice   Company    1698 

1982.  Proxy   for   meeting   to   consider   consolidation — (Illinois) 1701 

1983.  Certificate  of  consolidation — (Illinois)    1702 

1984.  Published  notice  of  consolidation — (Illinois)    : .  .  .  .1702 

1985.  Notice    of    special    meeting    to    act    upon    agreement    of    merger, 

etc. — (Virginia)     1703 

1986.  Notice  of  meeting  to  consider  proposed  consolidation — (Pennsyl- 

vania)      1704 

1987.  Notice  of  meeting  to  act  upon  agreement  of  merger — (New  York). 1704 

1988.  Agreement  for  merger  and  consolidation — (Pennsylvania) 1705 

1989.  Notice  of  merger  of,  trust  companies — (Pennsylvania) 1708 

1990.  Agreement  of  merger   1709 

1991.  Resolution   of  directors  as  to  consolidation — (New  Jersey) 1712 

1992.  Agreement    of    consolidation — (New    Jersey    Corporations) 1713 

1993.  Agreement  for  merger  and  consolidation — (New  Jersey  Corpora- 

tions)     1719 

1994.  Notice  to  stockholders  of  plan   of  merger  of  national  banks  and 

of  option   to   exchange   stock 1725 

1995.  Notice  of  stockholders'  meeting  to  increase  stock  and  i-equest  for 

waiver  of  right  to  subscribe 1726 

1996.  Proxy    and    waiver    of    right    to    subscribe 1726 

1997.  Assent  to  merger  and  proxy 1727 

1998.  Notice  of  stockholders'  meeting  to  consider  merger 1727 

1999.  Notice  to  stockholders  of  proposed  merger  and  of  amendments.  .  1728 

2000.  Agreement   for   merger   of   national    banks 1729 

2001.  Notice  to  stockholders  by  liquidating  committee  and  request  for 

deposit    of    stock    ; 1731 

2002.  Receipt  for  stock  by  liquidating  committee 1732 

2003.  Receipt    for   stock    to   liquidating   committee 1732 

2004.  Letter    enclosing    new    certificates 1732 

2005.  Notice    to   correspondents   of   absorbed    bank 1733 

2006.  Letter  to  correspondents  about  endorsements 1733 

2007.  Notice  to   customers   of  absorbed   bank j 1734 

2008.  Published  notice  of  merger  of  national  banks 1734 

2009.  Letter    to    stockholders    of   national    banks    and    trust    companies 

setting    forth    plan    of    consolidation 1734 

2010.  Notice  to  stockholders  of  national  bank  entering  consolidation..  .1738 

2011.  Notice  to  stockholders  of  national  bank  to  be  dissolved 1739 

2012.  Notice  to  stockholders  of  state  bank  of  special  meeting  to  change 

name 1740 

2013.  Notice  to  stockh.olders  of  state  bank  to  be  dissolved  in  carrying 

out    plan    of    consolidation    1740 

2014.  Proxy  of  stockholders  of  national  bank  and  state  bank  for  meet- 

ings in  reference  to   consolidation    1741 

2015.  Proxy  of  stockholder  of  national  bank  and  state  bank  for  meet- 

ings to  dissolve  the  corporations  in  carrying  out  a  plan  of  con- 
solidation   .  .' 174't 

2016.  Minutes  of  meeting  of  stockholders   of  national  bank   approving 

merger  with  another  bank,  increasing  capital  stock,  number  of 
directors,    etc ; 1746 

2017.  Agreement  for  amalgamation  and  consolidation 1750 


TABLE  OF  CONTENTS.  xxxvii 

Form  Pase 

2018.  Notice  of  special  meeting-  of  board  ot   <lir.(tor.s   to  consider  con- 

solidation  of   corporations    1752 

2019.  Proof  of  service  of  aljove   notice i7o3 

2020.  Resolution  to  autliorize  tlie  sale  of  the  business  and  property  of 

a   corporation    to   another   corporation 1753 

2021.  Notice  of  special  meeting  of  stocltholders 1754 

2022.  Affidavit  verifying  service  of  above  noti-.e 1754 

2023.  Minutes  of  stocltholders'    meeting    1755 

2024.  Approval  of  Individual  stockholdt;rs 1756 

2025.  Agreement    for   sale    of   business 1756 

2026.  Resolution  allotting  stock  in  new  company 1758 

2027.  Agreement  between  promoters  of  holding  companies  to  consolidate. 1759 

CHAI'TEK  XX.MV. 

DISSOLUTION    OF    CORPORATIONS    AND    DISINTEGRATION    OF 
COMBINATIONS. 

2028.  Certificate  of  proceedings  for  the  abandonment  of  the  corporate 

enterprise — (Illinois)     1763 

2029.  Call  by  stockholders  for  special  meeting  to  dissolve  corporation — 


(Illinois)    1 

2030.  Notice  of  special  meeting  to  dissolve  corporation — (Illinois) ...  .1 

2031.  Notice  of  special  meeting  to  dissolve  corporation  and  certificate 

of   publication — (Illinois)     1 

2032.  Minutes  of  special  meeting  to  dissolve  corporation — (Illinois; .  .  .  .1 

2033.  Published  notice  of  resolution   to  dissolve — (Illinois) 1 

2034.  Certificate  of  voluntary  dissolutioii — (Illinois) 1 

2035.  Certificate   of  dissolution — (Another    Illinois    form) 1 

2036.  Notice  of  dissolution — (West  Virginia)    1 

2037.  Advertisement  for  bids  for  an  entire  plant 1 

2038.  Surrender   of    charter    before    organization — (West    Virginia)....! 

2039.  Resolution  for  voluntary  dissolution — (West  Virginia) 1 

2040.  Certificate  of  president — (West  Virginia)    1 

2041.  Notice  for  publication — (West  Virginia) 1 


2042.  Publisher's  certificate   1773 

2043.  Notice  of  corporation  having  become  defunct — (West  Virginia) ..  1773 

2044.  Resolution  accepting  offer  of  trust  company  to  act  as  depository 

of  assets  in  payment  of  creditors  on  dissolution 1 

2045.  Resolution    appointing    liquidator — (Kentucky)     1 

2046.  Resolution  of  directors  relative  to  exchange  of  stock 1776 

2047.  Notice  of  formation  of  preferred  stockholders'  committee  to  form- 

ulate plan  for  disintegration  of  The  American  Tobacco  Co.... 1778 

2048.  Preferred    stockholders'    protective   agreement   on   disintegration 

of  The  American  Tobacco  Company... 17  79 

2049.  Certificate  of  deposit  of  preferred  stock  of  The  American  Tobacco 

Company  referred  to  in  preceding  form 1 790 

2050.  Certificate  of  deposit  of  bonds 1791 

2051.  Forwarding  schedule  of  securities  sent  to  depositary 1792 

2052.  Notice  of  extension  of  time  to  deposit  bonds  and  of  payment  of 

expenses    of  committee    1793 

2053.  Published  notice  extending  time  for  depositing  bonds  under  afore- 

said agreement  1794 

2054.  Notice   of  listing   of  certificates   for   stock  deposited,   and   exten- 

sion of  time  to  deposit  stock,  etc 1794 

2055.  Notice  of  approval  of  plan  and  of  right  to  witlidraw  bonds 1795 

2056.  Circular  letter  concerning  notice  in  preceding  form 1796 

2057.  Circular  to  security- holders  in  reference  to  plan  of  disintegration. 1797 

2058.  Notice  by  brokers  concerning  exchange  of  securities 1802 

2059.  Notice   of  disintegration   of   Ptnndar.l   Oil    Company  pursuant    to 

decree  of  courf  1802 


xxxviii  TABLE  OF  CONTENTS. 

CHAPTER  XXXV. 

REORGANIZATION  OF  CORPORATIONS. 

Form  Page 

206C.  Agreement  for  reorganization 1804 

2061.  Plan  for  readjustment  of  debt 1809 

2062.  Modified  or  substitute  plan  for  the  readjustment  of  debt 1814 

2063.  Agreement  for  readjustment  of  debt  in  accordance  with  a  plan  of 

reorganization — Set  forth  in  two  preceding  forms 1818 

2064.  Letter  to  secured  creditors  as  to  reorganization  of  bankrupt  cor- 

poration owning  or  controlling  subsidiary   companies 1827 

2065.  Agreement  of  reorganization  of  bankrupt  corporation 1828 

2066.  Certificate  of  deposit  of  claim  under  reorganization  agreement.  ..  1840 

2067.  Endorsed  assignment  of  preceding  certificate  of  deposit 1841 

2068.  Notice    of    formation    of    bondholders'    protective    committee    for 

Insolvent    corporation    1842 

2069.  Bondholders'  deposit  agreement  referred  to  in  the  preceding  form.  1843 

2070.  Statement  of  financial  condition  of  company  involved  in  preced- 

ing agreement    1848 

2071.  Notice  of  default  in  interest  of  company  and  request  for  deposits 

by    committee    1849 

2072.  Notice    of   formation   of   preferred   stockholders'    protective    com- 

mittee   1850 

2073.  Stockholders'  protective  agreement  referred  to  in  preceding  form.  1851 

2074.  Notice   to  bondholders   and   stockholders   of   plan   and   agreement 

for  reorganization i 1856 

2075.  Plan  of  reorganization  referred  to  in  preceding  form 1859 

207  6.  Agreement    for    reorganization    1862 

2077.  Notice  to  bondholders  by  reorganization  committee  of  approval  of 

plan  and  agreement,  and  of  right  to  withdraw  securities 1874 

2078.  Notice  to  stockholders  of  approval  of  plan  and  agreement  and  of 

right     to     withdraw     stock     upon     payment     of     proportionate 
expenses 1875 

2079.  Notice    by    reorganization    committee   of    time    in    which    deposits 

must  be  made  and  of  creation  of  voting  trust 1877 

2079a.   Call  for  a.ssessments  due  under  reorganization  plan  and  agree- 
ment     1878 

2080.  Stockholders'    reorganization    agreement    and    notice    of    steps    to 

carry  out  same  18  79 

2081.  Notice  to  bondholders  of  formation  of  reorganization   committee 

and    request    that   bondholders    deposit  .bonds    under    plan    and 
agreement  for  reorganization 1881 

2082.  Notice  to  bondholders  of  extension  of  time  within  which  to  deposit 

bonds    1883 

2083.  Plan    and    agreement    for    reorganization    of    allied    corporations 

referred  to  in  two  forms  next  preceding 1884 

2084.  Notice  by  committee  of  security  holders  in   re  merger  and  reor- 

ganization     1891 

2085.  Notice    of    committee    representing    security    holders    requesting 

deposits   of   securities    1892 

2086.  Published  notice  by  reorganization  committee  formed  by  merger 

of   separate   committees   of   reorganization  and    merger   of   two 
corporations   1893 

2087.  Notice  of  election  to  terminate  deposit  agreement 1894 

2088.  Notice  of  committee  of  third  mortgage  bondholders  in  re  reorgan- 

ization   1894 

2089.  Notice  of  protective  committee  of  income  bondholders 1895 

2090.  Notice    of    call    of    instalments    under    reorganization    agreement 

and  notice  to  holders  of  securities  not  deposited 1896 

2091.  Notice  of  stockholders'  committee  in  reference  to  deposit  of  stock 

under  plan  of  reduction  of  capital  stock 1897 

2092.  Notice  of  extension  of  time  to  deposit  stock  under  pl;in  of  reduc- 

tion and  readjustment 1898 


TABLE  OF  CONTENTS.  xxxix 

Form  i^ge 

:^0'J3.  Notice    of    committee    In    reference    to    plan    of    reduction    and 

readjustment  of  capital  stock    # .  1899 

2094.  Notice  of  reorganization  committee  requesting  deposits 1899 

2095.  Notice  by  reorganization  committee  requesting  deposits — (Another 

form)     1900 

209G.   Notice  of  bondholders'  committee  requesting  deposit  of  bonds 1901 

2097.  Notice  of  reorganization  committee  declaring  plan  operative 1901 

2098.  Notice  of  committee  declaring  plan  operative,  and  extending  time 

for   deposits    1902 

2099.  Notice  of  committee  declaring  plan  and  agreement  for  reorganiza- 

tion operative,  and  requiring  deposit  of  securities  within  speci- 
fied time  under  penalty   1903 

2100.  Published  notice  of  adoption  of  plan  and  agreement  for  protec- 

tion of  bondholders   1903 

2101.  Notice  of  adoption  of  bondholders'  agreement 1904 

2102.  Notice    of    adoption    by   committee    of    plan    and    agreement    for 

reorganization    1905 

2103.  Notice  of  modification  of  reorganization  plan 1906 

2104.  Notice  of  extension  of  time  for  deposit  under  plan  of  reorganiza- 

tion     1907 

2105.  Notice  of  resolution  to  extend  time  to  deposit  stock  in  order  to 

participate  in  reorganization 1908 

2106.  Notice  of  extension  of  time  to  deposit  securities  under  reorganiza- 

tion agreement 1908 

2107.  Notice  of  extension  of  time  to  deposit  securities 1909 

2108.  Notice   of   further   extension   of   time    to   receive   deposits   under 

reorganization   agreement    1909 

2109.  Final  notice  by  reorganization  committee,  requesting  deposits.  . .  .1910 

2110.  Final  notice  refiuesting  deposits  for  reorganization  and  prescrib- 

ing penalty   for  non-compliance    1911 

^111.   Notice   of   leorganization    committee   calling  for   final   instalment 

upon  securities  deposited 1911 

2112.  Notice    of    expiration    of    period    within    which    bonds    may    be 

deposited    1912 

2113.  Final  notice  of  reception  of  deposits  under  reorganization  agree- 

ment      1912 

31l4.   Notice  by  committee  under  protective  agreement  of  offer  to  pur- 
chase securities,  and  of  termination  of  such  agreement 1913 

2115.  Notice  of  extension  of  time  to  make  exchange  offered  in  preced- 

ing notice    1914 

2116.  Certificate  of  deposit 1914 

2117.  Certificate  for  stock  deposited  under  reorganization  agreement.  ..  1915 

2118.  Certificate  of  deposit  of  common  stock 1917 

2119.  Certificate  of  deposit  of  bonds  under  agreement  of  merger  and 

reorganization    1918 

2120.  Notice  of  withdrawal  of  deposit  agreement 1919 

2121.  Notice  of  withdrawal  of  deposit  agreement  plan 1919 

2122.  Notice  of  return  of  bonds  deposited  under  deposit  agreement 1920 

21-3.  Notice    of   distribution    to   holders    of   certificates    of   deposit    by 

reorganization,  committee 1920 

2124.  Notice    of    exchange    of    certificates    of    deposit    for    definitive 

securities   .  . . ., 1921 

2125.  Notice  of  reorganization  committee  in  reference  to  exchange  of 

certificates  of  deposit  for  certificates  of  stock  in  the  new  cor- 
poration      1921 

2126.  Right  to  exchange  certificates  of  deposit  for  stock  certificates.  .  1?22 

2127.  Notice  of  filing  of  accounts  by  reorganization  committee 1928 


xl  TABLE  OF  CONTENTS. 

CH^XJPTER  XXXA'I. 

.  PATENTS  AND  TRADE  MARKS. 

Form  Paee 

2128.  Assig-nment  of  an  entire  interest  in  an  invention  before  the  issue 

of  letters  patent 1924 

2129.  Assignment  of  the  entire  interest  in  letters  patent 1924 

2130.  Assignment  of  an  undivided  interest  in  letters  patent 1925 

2131.  Assignment  of  territorial  interest  after  grant  of  patent 1926 

21 32.  License — Shop-right 1926 

2133.  License — Not  exclusive — With  royalty 1927 

2134.  Assignment  of  patents   1928 

2135.  Agreement  to  assign  patent  to  corporation 1929 

2136.  Agreement  for  sale  of  interest  in  patent  in  exchange  for  stock. . .  .1930 

2137.  Agreement  to  share  in  expense  of  maintaining  patent  suit 1931 

2133.  Petition  for  registration  of  trade  mark  under  Federal  law 1932 

2139.  Statement  for  an  individual 1932 

2140.  Declaration  for  an  individual 1933 

2141.  Statement  for  a  firm 1933 

2142.  Declaration  for  a  firm 1934 

2143.  Statement  for  a  corporation  or  association 1934 

2144.  Statement  for  registration  of  trade  mark 1935 

2145.  Declaration  for  a  corporation  or  association 1935 

2146.  Declaration  for  applicants  under  the  ten-year  proviso 1936 

2147.  Declaration  for  foreigner 1936 

2148.  Statement  for  an  individual  under  section  3  of  the  Act  of  May  4, 

1906     1937 

2149.  Declaration  for  foreigners  under  section  3  of  the  Act  of  IMay   4, 

1906    19?;' 

2150.  Notice  of  opposition 1938 

2151.  Application  for  cancellation  of  trade  mark 1938 

2152.  Warning  against  unfair  competition 19S9 

CHAPTER  XXXVII. 

LISTING   STOCK  ON   STOCK  EXCHANGES. 

2153.  Rules  of  the  New  York  Stock  Exchange  for  listing  securities 1940 

2154.  Application  to  list  stock  on  New  York  Stock  Exchange 1949 

2155.  Application  to  list  additional  bonds  of  New  York  Stock  Exchange.  1953 

2156.  Application  to  list  stocks  on  Boston  Stock  Exchange 1956 

2157.  Application  to  list  bonds  on  Boston  Stock  Exchange — Regular  list.1959 

2158.  Contract  with  registrar — Boston  Stock  Exchange ..1962 

2159.  Requirements   for    listing   securities   on   the   Chicago    Stock  Ex- 

change     1962 

2160.  Requirements  for  listing  securities  on  the  Philadelphia  Stock  Ex- 

change     1964 

2160a.  Notice  to  stockholders  in  reference  to  exchange  of  stock  certifi- 
cates for  listed  certificates 1969 

CHAPTER  XXXVIIT.      ' 

CAR   TRUSTS  AND   AGREEMENTS   CONCERNING   ROLLING   STOCK. 

2161.  Articles  of  association  of  railway  equipment  trust,  with  form  of 

certificate   for   shares 1971 

2162.  Lease  of  rolling  stock  by  trustee  to  railroad  company 1978 

2163.  Railway  equipment  bond    1981 

2164.  Car  trust  agreement  for  traction  company 198;j 

2165.  Lease  of  rolling  stock  for  car  trust It88 

2166.  Car  trust  agreement  for  a  coal  mining  corporation 1992 

2167.  Agreement  for  conditional  sale  of  rolling  stock .1998 

2168.  Release  of  rolling  stock  from  car  trust  agreement 200S 


TABLE  OF  CONTENTS.  xli 

CIIAPTFR  AXXI.V. 

MISCELLANEOUS   INSTRUMENTS. 

Form  „^''^ 

2169.  Receiver's  bond— (Illinois)    200b 

2170.  Receiver's  certificate 2006 

2171.  Receiver's  certilicaie  cunsidercd  Ijy  tlie  court. 2008 

2172.  Proof  in  banltruptcy  proccL-aings  of  debt  due  corporatio.T 2008 

2173.  Proof  in  banliruptcy  proceedings  of  secured  debt  due  coriioration.  2009 

2174  Proof  of  secured  claim  in  banitruptcy  by  a  corporation — (Another 

form)    2010 

2175  Power  of  attorney  to  represent  corporation  in  banlcruptcy  proceed- 

ings      2011 

2176.  General  letter  of  attorney  in  fact  for  a  corporation 2012 

2177.  Notice  of  petition  and  offer  to  buy  property  of  banlirupt  corpora- 

tion     2013 

2178.  Notice  by  receiver  of  time  within  which  claims  against  corpora- 

tion must  be  presented ; 201.5 

2179.  Notice  to  creditors  by  special  master  in  foreclosure  proceedings  to 


file  claims 


.2016 


2180.  Notice  to  creditors  of  purchase  of  corporate  assets  and  assump- 

tion of  liabilities    2016 

2181.  Amended  certificate  of  incorporation  of  United  States  Steel  Cor- 

poration    "^ ' 

2182.  Carnegie    Tron-Clad    agreement 2021 

2183.  United  States  internal  revenue — Return  of  annual  net  income 2024 

2184.  Annual  report  to  stockholders  of  a  corporation 2027 

2185.  Annual  report  to  stockholders — (Another  form) 2031 

2136.  Plan  for  accinisltion  by  a  corporation  of  all  the  stocks  of  other 

corporations   -035 

2187.  Transmittal  blank  used  in  connection  with  above  plan 2041 

2188.  Subscription  for  bonds  under  plan  next  preceding 2042 

2189.  Interim  receipt  for  securities  deposited 2043 

2190.  Declaration  of  plan  becoming  onerntive  and  notice 2044 

2191.  Notice  of  allotment *of  bonds  subscribed  for 2045 


Corporation  Forms 
AND  Precedents 


ANNOTATED. 


CHAPTER  I. 

STATE  FORMS. 

ALABAMA. 

Form  1. 

DECLARATION  OF  INCORPORATION 

of  the   Cuinpany. 

Know  all  Men  by  these  Presents;  That  we,  the  undersigned,  hereby 
associate  ourselves  together  for  the  purpose  of  forming  a  corporation 
under  the  laws  of  the  state  of  Alabama,  and  do   declare: 

First.     The  name  of  this  corporation  shall  be    

Company,  i 

Second.     The  objects  for  which  this  corporation  is   formed  are: 2 

Third.     The  location   of  the  principal  oflice   of  this   corporation   in   the 

State  of  Alabama  shall  be  at  , Street,  

County,  Alabama.^ 

1 — See  generally  as  to  corporate  name,  Cook  on  Corporations,  §  15;  Clark 
&  M.,  Corp.,  §§  51.56.  See  also  the  recent  eases  of  State  v.  Colias,  150  Ala. 
515;  State  v.  Citizens'  Light  &  Power  Co.,  55  So.  (Ala.)  IM;  Corning  Glass 
Works  V.  Corning  Glass  Co.,  197  N.  Y.  173;  State  v.  Howell,  Sfi  Wash.  694; 
Salvation  Army  v.  American  Salvation  Army,  122  N.  Y.  Supp.  97;  Daughters 
of  Isabella  v.  National  Order,  8.3  Conn.  679;  Commonwealth  v.  Cumberland 
Tel.  &  Tel.  Co..  32  Ky.  L.  Rep.  978. 

2 — See  generally  as  to  the  objects  for  which  corporations  may  be  formed. 
Cook  on  Corporations,  §  4;  Clark  &  M.,  Corp.,  §  47.  See  also  the  recent  cases 
of  Tonart  v.  Jet  Bros.  Contracting  Co.,  169  Ala.  63S ;  In  re  Southern 
Wisconsin  Power  Co.  140  Wis.  245;  Colgate  v.  T'nited  States  Leather  Co.. 
75  N.  J.  Eq.  229;  Jordan's  Adm 'x  v.  Kichmond  Home  for  Ladies.  106  Va. 
710;  Commonwealth  v.  Filbert  Paving  &  Construction  Co.,  229  Pa.  231; 
People  V.  Cowan,  247  HI.  357;  In  re  Humphries  Advertising  Co.,  177  Fed. 
187;  In  re  Co-Operative  Law  Co.,  198  X.  Y.  479;  Johnston  v.  Townsend. 
103  Tex.  122;   Hanger  v.  Commonwealth,   107  Va.  872. 

See  generallv  as  to  the  decisions  on  ultra  vires  acts,  in  the  various  States, 
Cook  on  Corporations,   §681.  note;   Clark  &  M.,  Corp.,   §S  204-235. 

3 — See  generally  as  to  the  location  of  the  principal  office  of  a  corpora- 
tion. Cook  on  Cori»orations.  §§1.  237-240;  Clark  &  M.,  Corp.,  §75.  See 
also  Bernstein  v.  Kaplan.  150  Ala.  222;  Georgia  Fire  Ins.  Co.  v.  City 
of  Cedartown,  134  Ga.  87;   Commonwealth  v.  Nebo  Consol.  Coal  &  Coking 


2    CORPORATION  FORMS  AND  PRECEDENTS. 

Fourth.  The  amouut  of  the  total  authorized  capital  stock  of  this  corpora- 
tion shall  be dollars  ($....)>  which  shall  be  divided  into 

shares  of  the  par  value  of dollars  ($....) 

each. 

The  amount  of  capital  stock  with  which  this  corporation  shall  begin 
business  is dollars  ($....)  which  is  more  than  twenty- 
five  per  cent.  (25%)  of  the  total  authorized  capital  stock.* 

Fifth.  The  name  and  postoilice  address  of  the  officer  or  agent,  designated 
by  the  incorporators   to  receive   subscriptions  to  the  capital  stock   of  the 

corporation  is   ,  residing  at   

County,  Alabama.  ^ 

Sixth.  The  names  and  postollice  addresses  of  the  incorporators  and  the 
number  of  shares  subscribed  for  by  each  respectively  are  as  follows:" 

Names.  No.    of   Shares.  Postoffice    Addresses. 


The  names  and  postoffice  addresses  of  the  directors   and  officers   of  the 
corporation  chosen  for  |he  first  year  are  as  follows: 

DiRKCTORS. 

Names,  Postoffice  Addresses. 


Offickrs. 

President,  

Vice-President,    

Secretary,  

Treasurer.  

Seventh.     The  duration  of  this  corporation  shall  be  perpetual.  ^ 

Co.,  141  Kv.  493;  Roberson  v.  Greenleaf,  Johnson  Lumber  Co.,  153  N.  C. 
120;  Boatmen's  Bank  v.  Gillespie,  209  Mo.  217. 

4 — See  generally  as  to  the  amount  of  capital  stock  of  a  corporation,  Cook 
on  Corporations,  §§8,  182;  Clark  &  M.,  Corp.,  §  406.  See  as  to  the  amount 
of  capital  stock  with  which  a  corporation  may  begin  business,  Cook  on 
Corporations,  §§  176-181,  243,  702;  Clark  &  M.,  Corp.,  §  74.  See,  also.  Hall 
&  I"''arby  v.  Alabama  Terminal,  etc.  Co.,  56  So.  (Ala.)  235;  Walters  v. 
Porter,  3  Ga.  App.  73;  Stamford  Trust  Co.  v.  Yale  &  Towne  Mfg.  Co.,  83 
Conn.  43;  Talbot  v.  Talbot,  32  E.  I.  72;  Weaver  Piano  Co.  v.  Elk  Mountain 
Mill  Co.,  154  N.  C.  76;  Trask  v.  Chase,  77  Atl.  (N.  J.)  698;  Beam  v.  Floyd 
County  Farmers'  Union,  8  Ga.  App.  399;  Tapseott  v.  Mexican  Colorado 
River  Land  Co.,  153  Cal.  664;  Goodnow  v.  American  Writing  Paper  Co., 
73  N.  J.  Eq.   692. 

See  generally  as  to  the  par  value  of  shares  of  stock.  Cook  on  Corpora- 
tions, §  290;  Clark  &  M.,  Corp.,  §  412. 

5 — See  generally  as  to  commissioners,  etc.  to  receive  subscriptions.  Cook 
on  Corporations,  §§57,  65,  and  141;  Clark  &  M.,  Corp.,  §§48,  450. 

6 — See  generally  as  to  incorporators.  Cook  on  Corporations,  §2;  Clark  & 
M.,  Corp.,  §§45  and  46.  See  generally  as  to  the  election  of  officers  and 
directors  of  a  corporation,  Coolc  on  Corporations,  §§602-627;  Clark  &  M., 
Corp.,  §§659-663. 

7 — See  generally  as  to  the  duration  of  corporations.  Cook  on  Corpora- 
tions, §§  2,  628;  Clark  &  M.,  Corp.,  §§  82,  305.     See  also  People  v.  Auburn 


STATE  FORMS.  3 

Eighth.     The  following  provisions  are  hereby  established  for  the  regula- 
tion of  the  business  and  the  conduct  of  the   affairs  of  this  corporation:* 

In    Witness    Whereof,    we    have   hereunto    set    our    ham  is    and    seals    this 

day  of   in 

(Seal) 

(Seal) 

(Seal) 

Signed,  sealed  and  deliveroil  in  the  jiresenee  of: 


STATE  OF  ALABAMA,  ^ 

County  of  ( 

I,   ,  a  notary  public  in  and  for  the  said  County 

and  State,  do  hereby  certify  that 

and ,  whose  names  are  signed  to  the  foregoing  instru- 
ment, and  who  are  personally  known  to  me,  have  acknowledged  before 
me  this  day  that,  being  informed  of  the  contents  of  said  inptrument, 
they  have  severally  executed  the  same  voluntarily  for  the  purposes  therein 
stated  on  the  day  the  same  bears  date. 

Given  under  my  hand  and  seal  this   day  of   191.  .. 


Notary  Public, 
.  .     County,    Alabama. 


See  Ala.  Code  1907,  §  3446.  * 

Form  2. 

FOREIGN    CORPORATIONS— CERTIFICATE    DESIGNAT- 
ING   AGENT    AND    PLACE    OF    BUSINESS    IN 
ALABAMA,  FOR  FILING  IN  OFFICE 
OF  SECRETARY  OF  STATE 
OF  ALABAMA. 

Office    of    

Located  at   

In  compliance  with  the  provisions  of  Section  3642  of  the  Code  of 
Alabama    1907,   and    Section   232    of   the   Constitution    of   Alabama,    1901, 

,  a  corporation  or  association  organized  under  the  laws 

of  the  State  of .' .  .  .and  having  its  principal  place  of  business 

at  ,  in  the  city  of ,  State  of 

,  herewith  files  a  certified  copy  of  its' articles  of  incor- 
poration or  association  under  the  laws  of  said  State  of   

&  Y.  J.  Turnpike  Co.,  122  Cal.  33.-> ;  Clark  v.  American  Cnnnel  Coal  Co., 
lf^5  Ind.  213;  State  v.  Lessner,  141  Mo.  29:.Ewald  Iron  Co.  v.  Common- 
wealth, 140  Ky.  692. 

8 — See  generally  as  to  the  execution  of  articles  of  incorporation.  Cook  on 
Corporations,  §  .^ ;  Clark  &  M.,  Corp..  §48.  See  also  Gelders  v.  State.  164 
Ala.  592;  T-'irst  Xational  Bank  v.  Ilonrv,  ir,9  .\la.  3(^7;  Bernstein  v.  Kap- 
lan, 150  Ala.  222;   Owcnsboro  Wagon  Co.  v.  Bliss,  132  Ala.  253. 


4         CORPORATION  FORMS  AND  PRECEDENTS. 

and  designates  as  its  known  place  of  business  in  the   State  of  Alabama, 

,   in   the   city   of    ,   County   of 

,  and  as  its  authorized  agent  thereat, 

on  whom,  as  such  agent,  service  of  process  may  be  made  and  all  legal  notices 
served,  for  all  the  purposes  contemplated  by  the  laws  of  the  State  of 
Alabama. 

In  Witness  Whereof,  the  said  corporation  or  association  has  caused  these 
presents  to  be  signed  by  its  President  and  Secretary,  and  attested  by  its 

corporate  seal,  at  its  office  in   ,  this 

day  of ,  19 

President. 

Secretary. 

See  generally  Cook  on  Corporations,  §§  696-700;  Clark  &  M.,  Corp.,  §§  834- 
865.  See  also  the  following  Alabama  cases:  Southern  Ry.  Co.  v.  Green,  160 
Ala.  396;  Alabama  Western  K.  Co.  v.  Talley-Bates  Const.  Co.,  162  Ala.  396; 
Western  Union  Tel.  Co.  v.  Julian,  169  Fed.  166 ;  In  re  Conecuh  Pine  Lumber 
&  Mfg.  Co.,  180  Fed.  249;  Electric  Lighting  Co.  v.  Rust,  117  Ala.  680; 
A.  J.  Cranor  Co.  v.  Miller,  147  Ala.  268;  Parson-Willis  Co.  v.  Stuart,  182 
Fed.  779;  H.  M.  Judge  Co.  v.  Washburn  Crosby  Milling  Co.,  1  Ala.  App. 
470;   Worth  v.  Knickerbocker  Trust  Co.,  171  Ala.  621. 

As  to  service  of  process  on  foreign  corporations,  see  Cook  on  Corporations, 
§  758;   Clark  &  M.,  Corp.,  §  861. 

Form  3. 
AFFIDAVIT    OF    AGENT    OF    FOREIGN    CORPORATION. 

THE  STATE  OF  ALABAMA,^ 
County,  j  ^^• 

Before  me,  the  undersigned  authority,  personally  appeared , 

who     being    duly    sworn,     deposes    and    says    that    he    is    an    agent     of 

,   which   is   a  corporation   organized   under   the 

laws  of  the  State  of  ,  and  that  said  corpora- 
tion has  $ of  capital  actually  employed  in  this  State. 

Affiant  further  states  that  said  corporation  has  $ money 

loaned  in  this  State,  which  is  secured  by  a  mortgage,  or  mortgages,  on 
real  estate  in  this  State,  and  upon  which  said  mortgage,  or  mortgages, 
the  recording  privilege  tax  provided  for  by  law  has  been  paid. 


Sworn  to  and  subscribed  before  me, 

this   day 

of ,  191.! 

Judge  of  Probate. 

Form  4. 

STATEMENT   TO    BE    FILED   BY   FOREIGN   CORPORA- 
TION  WITH  STATE  AUDITOR. 

To  The  State  Auditor  of  Alabama: 

The   ,  a  corporation 

organized  under  the  laws  of   ,  being  desirous  of 

entering   the   State    of   Alabama   for    the   transaction   of   business   therein, 


STATE  FORMS.  5 

files  the  following  statement  under  Sections  3647  and  3648  of  the  Code  o* 
1907. 

That  the  name  of  the  corporation  is  .  ;  thr^ 

it  was  incorporated  under  the  laws  of  ;   thai 

its  principal  place  of  business  is   ;    that 

its  principal  jjlace  of  business  in  Alabama  is ; 

that  the  name  of  its  authorized  agent  thereat   is   , 

whose    postoffice    address    is    ;    that    the 

amount  of  the  total  authorized  capital  is  $ ;  that 

the  amount  of  the  actual  paid  in  capital  is  $ ; 

and  that  the  actual  amount  of  capital  employed  or  to  be  employed  in  the 
State  of  Alabama  is  $ 

The  foregoing  statement  is  rendered  by  the  President  and  Secretary  of 
said  corj)oration  and  signed  by  them  respectively  under  oath,  with  the 
corporate  seal  attached. 

President, 

Secretary. 

Sworn    to    and    subscribed    before    me    this     day    of 

191 . . ,  as  witness  my  seal  of  oflBce. 


Note. — Under  said  Act  the  amount  of  the  Charter  fee  to  be  paid  into 
the  State  Treasury  for  the  use  of  the  State  is  as  follows:  Each  foreign 
Corporation  whose  actual  amount  of  capital  employed  or  proposed  to  be 
employed  in  the  State  is  $100.00  or  less  shall  pay  a  charter  fee  of  twenty- 
five  per  cent,  of  the  actual  amount  of  capital  employed  or  proposed  to  bb 
employed;  when  it  exceeds  $100.00  and  does  not  exceed  $1,000.00,  shall 
pay  in  addition  to  the  twenty-five  per  centum  on  the  first  $100.00  five  per 
Centura  upon  all  such  remaining  capital  up  to,  and  not  exceeding  $1,000.00. 
And  when  it  exceeds  $1,000.00  shall  pay  one-tenth  of  one  per  centum  addi- 
tional upon  all  such  remaining  capital  over  and  above  $1,000.00.  All  cor- 
porations or  mutual  companies  which  have  no  capital  stock  and  all  corpora- 
tions which  shall  engage  in  this  State  solely  in  the  business  of  lending 
money,  shall  pay  a  fee  of  $25.00. 


6  CORPORATION  FORMS  AND  PRECEDENTS. 

ALASKA. 

Form  5. 

ARTICLES  OF  INCORPORATION 

of  the   Company. 

Know  all  Men  by  these  Presents:     That  we,  the  undersigned, 

and .  .have  this  day  associated 

ourselves  together  for  the  purpose  of  forming  a  corpgration  under  the 
Act  of  the  Congress  of  the  United  States,  entitled  "An  Act  amending  the 
Civil  Code  of  Alaska,"  approved  March  2,  1903,  and  we  do  hereby  certify 
in  writing  J 

First :     The  name  of  this  corporation  shall  be   

The   nature    and    character    of   the   business    of   this    corporation    shall    be 

The   principal   place   of   transacting   the 

said  business  shall  be  at   ,   

Alaska. 

Second:     The   time   of   commencement   of   this   corporation    hhall   be    on 

the day  of 191.  ., 

and  the  period  of  continuance  thereof  shall  be  for years. 

Third:     The   amount   of  the   capital   stock   of  this  corporation   shall  be 

dollars  ($.,..)  divided  into (••••) 

shares  of  the  par  value  of   dollars    ($....)    each.     The 

capital  stock  shall  be  paid  in  as  follows: 

Fourth:  The  highest  amount  of  indebtedness  or  liability  to  which  this 
corporation   shall  at   any  time  be   subject  is    dollars 

Fifth:  The  names  and  place  of  residence  of  the  incorporators  of  this 
corporation  are  as  follows:  ' 

Names  of  Incorporators.  Places  of  Residence. 


Sixth:      The   names   of   the    first   board   of   directors   of   this   corporation 
are    ,    and    

The  government  and  management  of  the  affairs  of  this  corporation  shall 
be  vested'  in  a  board  of  directors,  consisting  of persons. 

The  names  and  places  of  residence  of  the  executive  officers  of  this  cor- 
poration for  the  first  year  are  as  follows : 

Name.  Office.  Residence. 


1 — See  as  to  the  efifect  of  the  statutory  limit  upon  the  amount  of  indebted- 
ness which  may  be  incurred,  Cook  on  Corporations,  §  7G() ;  Clark  &  M.,  Corp., 
S  180.  See  also  Sioux  City  Terminal  Eailroad  &  Warehouse  Co.  v.  Trust 
Co.  of  North  America,  17.3  U.  S.  99;  Cunningham  v.  German  Ins.  Bank, 
101  Fed.  977;  Smith  v.  Ferries  &  C.  H.  Ky.  Co.,  119  Cal.  17;  Bell-Coggea- 


STATE  FORMS.  7 

Seventh:     The  annual   meeting   of  the   stockholders   of  this   corporation 
for   the    purpose    of   electing   a    board    of    directors   shall    be   held    on    the 

day  of   in  each  year 

and  the  board  of  directors  so  elected  shall  hold  oUice  for  the  period  of 
one  year  and  until  their  successors   are  elected.  - 

In    Witness    Whereof,   we  have   hereunto    set    our   hands   and   seals   this 

day  of   19 

[Seal J 

[SealJ 

[Seal] 

TERKITOKY    OF   ALASKA,  ] 

'j-ss: 

I,   ,  a  Notary  Public  in  and  for  said 

and   Territory,   do   hereby   certify   that , 

and ,  personally  known  to  me  to  be  the  persons,  whose 

names  are  subscribed  to  the  foregoing  instrument,  appeared  before  me 
this  day  in  person,  and  acknowledged  to  me  that  they  signed,  sealed  and 
delivered  the  said  instrument  in  writing  as  their  free  and  voluntary  act  for 
the  uses  and  purposes  therein  set  forth. 

Given  under  my  hand   and   notarial   seal   this    day 

of ,  19.... 


See  Alaska  Civil  Code,  Ch.  37.  Notary  Public. 

See  generally  notes  to  Form  1,  supra. 

Form  6. 
STATEMENT  FOR  A  FOREIGN  CORPORATION. 

Office   of    

,   19 

To  the  Secretary  of  the  District  of  Alaska: 

The     Company,    a    corporation    organized 

under  the  laws  of  the  State  of hereby  certifies 

under  the  provisions  of  Section   22.5   of  Chapter  23   of  the  Civil  Code  of 
Alaska : 

1.  The  name  of  this   corporation   is    

and  the  location  of  its  principal  office  outside  of  the   District   of  Alaska 

is   ,  and  the  location  of  its  principal 

office  within  the  District  of  Alaska  is   

2.  The  amount  of  its  capital  stock  is dollars. 

3.  The  amount  of  its  capital  stock  actually  paid  in  in  money  is 
dollars. 

4.  The  amount   of  its  cajjital  stock  actually  ]iaid  in  in  any  other  way 

than  in  money   is    dollars,   and   consists   of   the 

following   items,    to    wit :     

5.  The  amount  of  the  assets  of  the  corporation  is 

dollars,  and  they  consist  of  the  following  items,  to  wit :   

hall  Company  v.  Kentucky  Glass  Works  Co.,  106  Ky.  7;  Keisterer  v.  Horton 
Land  &  Lumber  Co.,   160  Mo.   141. 

2 — See  tronerallv  as  to  the  annual  meetings  of  stockholders  and  election 
of  directors,  Cook"  on  Corporations,  §§  602-627;  Clark  &  M..  Corp..  §§  644- 
663. 


8    CORPORATION  FORMS  AND  PRECEDENTS. 

Which  sums  herein  stated  are  the  actual  cash  value  of  the  assets  of  the 
corporation. 

6.     The  liabilities  of  the  said  corporation  are  as  follows,  to  wit:    

Of  which  the   sum   of    dollars   is   secured   on   the 

following  property  and  in  the  following  manner :   

and  the  sum  of   dollars  is  unsecured. 

The  president   of   the   said  corporation    and 

the    secretary    thereof    ,    hereby   assert    on   their 

oaths  that  the  allegations  made  in  the  foregoing  statement  aie  true,  which 
statement  is  attested  by  the  following  named  persons  constituting  a  majority 
of  the  board  of  directors,  to  wit :    

In  testimony  whereof,  the  said  president  and  secretary  and  directors 
have   hereunto    subscribed   their    names   and   caused    the   corporate   seal    of 

said  corporation  to  be  hereunto  attixed,  duly  attested,  at    

this  day  of 19 ... . 


Presiaent. 
Secretary. 


[Seal]  A  majority  of  the  board 

of  directors. 

STATE  OF ^ 

County  of  ( 

Before    me,    the    undersigned    authority    personally    came    and    appeared 

,  who  are  known   to   me   to   be  the   identical  persons 

who   signed   the   foregoing   instrument   of   writing   and   acknowledged   that 
they  had   severally   signed   the   same   for   the   purposes   and   considerations 

therein  expressed,  and  the  said    ,  president,  and 

,  secretary,  being  by  me  severally  sworn,  upon 

their  oaths  dfepose  and  say  that  the  allegations  therein  contained  are  true. 

In   testimony  whereof  I  have   hereunto   set   my  hand   and   attached   my 

official  seal  at    ,   this    day 

of    ,   19.... 


Form  7. 

CERTIFICATE  OF  CONSENT  TO  BE  SUED  AND 

DESIGNATION  OF  AGENT. 

In  accordance  with  the  provisions  of  Section  225  of  Chapter  2.3  of  the 

Civil  Code  of  Alaska,  the   Company, 

a  corporation  duly  organized  and  existing  under  the  laws  of  the  State  of 

,   hereby   certifies   that   it   has   consented    to 

be  sued  in  the  courts  of  the  District  of  Alaska  upon  all  causes  of  action 
arising  against  it  in  the  said  district,  and  that  service  of  process  aga.nst 

it   may  be   made   upon    a   resident   of   the 

said  district,  who  resides  at   in  said  district. 


STATE  FORMS.  9 

In  witness  whereof,  said  corporation  has  caused  its  seal  to  be  hereunto 
affixed,   by  its   officers   thereunto   duly   authorized   and   its   corporate    name 

to  be  hereunto  subscribed,  this    day  of   

19.... 


By   ; 

[Seal]  President. 

Attest : 

Secretary. 
See  generally  Cook  on  Corporations,  §§  696-700;  Clark  &  M.,  Corp.,  §  861. 


10        CORPORATION  FORMS  AND  PRECEDENTS. 

ARIZONA. 

Form  8. 

ARTICLES  OF  INCORPORATION. 

Know  all  Men  by  these  Presents,  That  we,  the  undersigned,  have  this 
day  associated  ourselves  together  for  the  purpose  of  forming  a  corporation 
under  and  pursuant  to  the  Laws  of  the  State  of  Ari2ona,  and  for  that 
purpose  do  hereby  adopt  Articles  of  Incorporation  as  follows: 

Article  I.     The  name  of  this  Corporation  shall  be 

(The  name  must  indicate  the  character  of  the  business  to  be  carried  on 
by  the  corporation.) 

Article  II.     The  principal  place   of  business  of  this  Corporation  within 

the  State  of  Arizona,  shall  be  at ,   County 

and  the  principal  place  of  transacting  business  outside  of  Arizona,  shall 

be   at    ,    State    of    ,    and 

at  such  other  places  as  the  Board  of  Directors  may  determine,  where  meet- 
ings of  Directors  may  be  held  and  all  business  transacted. 

Article  III.  The  general  nature  of  the  business  proposed  to  be  trans- 
acted is  [to  make  contracts;  to  purchase,  lease,  option,  locate,  or  other- 
wise acquire,  own,  exchange,  sell,  or  otherwise  dispose  of,  pledge,  mort- 
gage,, hypothecate  and  deal  in  mines,  mining  claims,  mineral  lands,  coal 
lands,  oil  lands,  timber  lands,  real  and  personal  estate,  water,  water  rights, 
and  to  work,  explore,  operate  and  develop  the  same  and  to  extract  any  and 
all  minerals,  oils  and  gas  therefrom  and  deal  in  the  products  and  by- 
products thereof;  to  purchase,  lease,  or  otherwise  acquire,  erect,  own, 
operate,  or  sell  smelting  and  ore  reduction  works,  oil  refineries,  saw  mills 
and  power  plants;  to  do  a  general  real  estate,  manufacturing  and  mer- 
cantile business;  to  own,  handle  and  control  letters  patent  and  Inventions 
and  shares  of  its  own  capital  stock  and  that  of  other  corporations,  and 
to  cancel  and  re-issue  shares  of  its  own  capital  stock;  to  issue  bonds, 
notes,  debentures  and  other  evidences  of  indebtedness  and  to  secure  the 
payment  of  the  same  by  mortgage,  deed  of  trust  or  otherwise;  to  act  as 
agent,  trustee,  broker,  or  in  any  other  fiduciary  capacity;  to  borrow  and 
loan  money;  and  in  general  to  do  and  perform  such  acts  and  things  and 
transact  such  business,  not  inconsistent  with  law,  in  any  i)art  of  the  world 
as  the  Board  of  Directors  may  deem  to  the  advantage  of  the  corporation.] 
Article  IV.     The  authorized  amount  of  capital  stock  of  this  Corporation 

shall  be ( )  dollars,  divided  into 

( )  shares  of  the  par  value  of ( )  each. 

At  such  times  as  the  Board  of  Directors  may  by  resolution  direct,  said 
capital  stock  shall  be  paid  into  this  Corporation,  cither  in  cash  or  by  the 
sale  and  transfer  to  it  of  real  or  personal  property,  contracts,  services,  or 
any  other  valuable  right  or  thing  for  the  use  and  purposes  of  said  Corpora- 
tion, in  payment  for  which,  shares  of  the  capital  stock  of  said  Corporation 
may  be  issued,  and  the  capital  stock  so  issued  shall  thereupon  and  thereby 
become  and  be  fully  paid  up  and  non-assessable  forever,  and  in  the  absence 


STATE  FORMS.  11 

of  actual  fraud  in  the  transaction  the  judgment  of  the  Directors  as  to 
the  value  of  the  property  purchased  shall  be  conclusive,  i 

Article  V.  The  time  of  the  commencement  of  this  Corporation  shall  be 
the  date  of  the  filing  of  a  certified  copy  of  these  Articles  of  Incorporation 
in  the  office  of  the  Corporation  Commission  of  Arizona,  and  the  termination 
thereof  shall  be  twenty-five  years  thereafter,  with  the  privilege  of  renewal 
as  provided  by  law. 

Article  A'l.  The  aflairs  of  this  Cor[)oration  shall  be  conducted  by  a 
Board  of  Directors,  and  such  officers  as  the  Directors  may  elect  or  appoint, 
and  the  following  named  shall  constitute  the'Board  of  Directors  until  their 

successors  are  elected  and  have  qualified : 

Thereafter  the  Board  of  Directors  shall  be  elected  from  among  the  stock- 
holders at  the  annual  Stockholders'  meeting  to  be  held  on  the 

day  of   of  each  year.     The  names  of  the  officers  who 

shall  have  charge  of  the  corporate  affairs  are :    

Article  VII.  The  Board  of  Directors  shall  have  power  to  adopt  and 
amend  By-Laws  for  the  government  of  the  corporation,  to  fill  vacancies 
occurring  in  the  Board  from  any  cause,  and  ^o  appoint  an  Executive  Com- 
mittee and  vest  said  committee  with  such  powers  as  they  may  determine.  2 

Article  VIII.  The  highest  amount  of  indebtedness  or  liability,  direct  or 
contingent,  to  which  this  corporation  shall  be  subject  at  any  one  time  shall 
be  ( )  dollars. 

Article  IX.  The  private  property  of  the  stockholders  and  officers  of 
this  Corporation  shall  be  exempt  from  all  corporate  debts  of  any  kind 
whatsoever. 

Article  X.  The  names,  residences  and  postoffice  addresses  of  the  corpo- 
rators arc: 

Names.  Eesidences.  p.  O.  Addresses. 


In   Witness   \Vhereof,  We  have  hereunto  set   our  hands  and   seals  this 

day  of  19 

[Seal] 

[Seal] 

[Seal] 

[Seal] 

1 — See  generally  as  to  the  payment  for  capital  stock  in  property  or 
services,  Cook  on  Corporations,  §§  i8-24,  43-50,  423,  766;  Clark  &  M.,  Corp., 
§§384-387.  See  also  Haskell  v.  Gardner  (Ind.),  93  N.  E.  458;  Eolapp  v. 
Ogden  &  N.  W.  R.  R.  Co.,  37  Utah  540;  Hughes  v.  Cadena  de  Cobre  Min- 
ing Co.,  13  Ariz.  52. 

2 — See  generally  as  to  the  right  of  directors  to  adopt  by-laws,  Cook  on 
Corporations,  §4a;  Clark  &  M.,  Corp.,  §641.  See  also  Green  v.  Felton, 
42  Ind.  App.  675;  Waterbury  v.  Tcmescal  Water  Co.,  11  Cal.  App.  532; 
Rickwoll  v.  Knight  Templars,"  134  X.  Y.  App.  Div.  736;  Cheney  v.  Canfield 
(Cab),  111  Pac.  92;  Renn  v.  ITnited  States  Cenujnt  Co.,  36  Ind.  App.  149; 
Manufacturers'  Exhibition  Bldg.  Co.  v.  Landay,  219  111.  168;  Bagley  v. 
Reno  Oil  Co.,  201  Pa.  78. 


12   CORPORATION  FORMS  AND  PRECEDENTS. 

STATE  OF I 

County  of I 

Before  me, ,  a  Notary  Public  in  and  for  the  state 

and  county  aforesaid,  on  this  day  personally  appeared , 

known  to  me  to  be  the  persons  whose  names  are  subscribed  to  the  foregoing 
instrument,  and  acknowledged  to  me  that  they  executed  the  same  for  the 
purpose  and  consideration  therein  expressed. 

Given  under  my  hand  and  seal  of  office  this of  .  .^ , 

19.... 


Notary  Public. 

My  commission  expires   day  of   ,  19. . . . 

See  Arizona  Corporation  Act  of  1912,  Laws  of  Arizona  1912,  c,  49. 
See  notes  to  Forms  1  and  5,  supra. 

Form  9. 
I  NOTICE  OF  APPOINTMENT  OF  AGENT. 

Notice  is  Hereby  Given  and  we  Hereby  Certify:    That  the , 

a  corporation  organized  and  existing  under  and  by  virtue  of  the  laws  of 
the  State  of  Arizona,  by  resolution  of  its  Board  of  Directors,  has  appointed, 

authorized  and   empowered    of    ,   Arizona, 

who  is  and  has  been  a  resident  of  the  State  of  Arizona  for  three  years  last 
past,  its  agent,  upon  whom  all  notices  and  processes,  including  service  of 
summons,  may  be  served. 

This  notice  revokes  all  fo/mer  appointments  made  for  said  purpose. 

In   Witness  Whereof,  the   corporation  has  caused   this   certificate   to   be 

signed  by  its  President  and  attested  by  its  Secretary,  this day 

of ,  19.... 


B7  

President. 

Attest : 


Secretary. 
See  Corporation  Act  of  Arizona,  1912,  §  24. 

See  as  to  service  of  process  on  domestic  corporations.  Cook  on  Corpora- 
tions, §752;  Clark  &  M.,  Corp.,  §§62,  267. 

Form  10. 

CERTIFICATE  OF  AMENDMENT  OF  ARTICLES  OF 
INCORPORATION. 

Know  all  Men  by  these  Presents:  That  at  a  special  meeting  of  the  stock- 
holders of  the Company,  a  corporation  of  the  State  of 

Arizona  duly  called  and  held  at  its  office  in  the  City  of , 

State  of ,  on  the day  of ,  A.  D. 

19. ... ,  Article of  the  Articles  of  Incorporation  of  said 

company  was,  by  the  affirmative  vote  of  a  majority  of  the  shares  of  stock 
of  said  company,  issued  aiid  outstanding,  amended  to  read,  to  wit: 

(Here  recite  in  full  the  section  of  Articles  as  the  same  is  desired  to  read 


STATE  FORMS.  13 

when  amended.     It  is  not  necessary  to  quote  the  resolution  providing  for 
Kuch  change.) 

In  Witness  Whereof,  we  have  hereto  affixed  our  signatures  and  the  seal 
of  said  corporation,  this day  of A.  D.  19.  .  .  . 


^resident  of 


Company. 

Attest : 


Secretary. 

STATE   OF    T 

County  of   J 

Before  me,   ,  a  notary  public,  in  and  for  the 

State  and  County  aforesaid,  on  this  day  personally  appeared , 

known  to  me  to  be  the  president  of Company,  and  to 

me  known  to  be  the  same  person  whose  name  is  subscribed  to  the  foregoing 
instrument  and  he  acknowledged  to  me  that  he  voluntarily  executed  the  same 
for  and  on  behalf  of  said  company,  as  its  free  act  and  deed,  and  for  the 
I)urposes  and  consideration  therein  mentioned. 

Given  under  my  hand  and  seal  of  office  this day  of 

A.  D.  19.... 


Notary  Public. 

My  commission  expires ,  19 ... . 

See  Chapter  XXXII,  infra. 

See  generally  as  to  amendments  to  charters,  Cook  on  Corporations, 
§§492-50.3;  Clark  &  M.,  Corp.,  §§57-58.  See  also  Ozan  Lumber  Co.  v. 
Biddle,  87  Ark.  587;  State  v.  Railroad  Commission.  l.'?7  Wis.  80;  State  v. 
Portland  General  Electric  Company,  52  Or.  502;  Town  of  Southinet^n  v. 
Southington  Water  Co.,  80  Conn.  646;  Werle  v.  Northwestern  Flint  & 
Sandpaper  Co.,  125  Wis.  534. 


14        CORPORATION  FORMS  AND  PRECEDENTS. 

ARKANSAS. 

Form  11. 

ARTICLES    OF   AGREEMENT    AND    INCORPORATION 

of  the 

Know  all  Men  by  these  Presents:  That  the  corporators  hereinafter 
named  have  this  day,  and  by  these  presents,  formed  a  corporation  under 
and  in  pursuance  of  the  laws  of  the  State  of  Arkansas,  in  that  behalf  pro- 
vided, for  "Incorporations  for  manufacturing  and  other  lawful  business," 
and  in  evidence  thereof  do  hereby  execute  the  following  articles  of  incor- 
poration: 

First:      The  name  of  said  corporation  shall  be   

Second :     The    corporators   are    

Third:      The  place  of  business  is  to  be  located  at and  its 

oflBce  for  the  transaction  of  business  shall  bo  in or  at  such 

other  place  as  the  board  of  directors  may  select. 

Fourth:  The  general  nature  of  the  business  proposed  to  be  transacted 
by  this  corporation  is 

Fifth:  The  amount  of  the  capital  stock  of  said  corporation  shall  be 
dollars,  of  which dollars  has  been  sub- 
scribed by  the  corporators  aforesaid,  and  the  residue  thereof  may  be  issued 
and  disposed  of  as  the  board  of  directors  may  from  time  to  time  order  and 
direct. 

Sixth:     The  said  capital  stock  shall  be  divided  into shares 

of  the  value  of dollars  each. 

Seventh:     The  affairs  and  business  of  the  corporation  shall  be  conducted 

and  controlled  by  a  board  of  directors,  consisting  of members, 

all  of  whom  shall  be  stockholders  of  the  corporation.  Said  board  of  directors 
shall  elect  one  of  its  members  as  president,  and  one  of  its  members  as  vice- 
president,  and  shall  also  elect  a  secretary  and  treasurer. 

Eighth:  The  first  election  for  directors  shall  be  held  immediately  after 
the  organization  of  the  corporation,  and  said  directors  shall  serve  for  one 
year  and  until  their  successors  are  elected. 

Kinth:  The  board  of  directors  are  empowered  to  ordain  and  establish 
all  by-laws  and  regulations  necessary  to  the,  management  and  business  of 
said  corporation,  and  alter  and  repeal  same  at  pleasure. 

Tenth:     The  first  meeting  of  said  corporation  for  organiiation  i-hall  be 

held   in    at   the   office   of    at    

o'clock *i . . .  on  the day  of 19.  . .  .     The 

subscribers  hereto  hereby  waive  notice  of  said  meeting^ 

In  testimony  whereof,  we  have  hereunto  set  our  hands,  on  this  the 

day  of 19 


1 — See  as  to  the  effect  of  the  waiver  of  notice  by  the  subscribers,  of  the 
first  meeting,  Cook  on  Corporations,  §  599 ;  Clark  &  M.,  Corp.,  §  647.  See 
also  Butler  Paper  Co.  v.  Cleveland,  220  111.   128. 


STATE  FORMS.  15 

CERTIFICATE. 

Whereas    have  associated  themselves   together 

as  a  1  ody  politic  and  corporate,  to  be  known  as   

And  whereas,  the  said  corporators,  being  the  subscribers  to  the  capital 
stock  of  the  said  corporation,  have  waived  the  fifteen  days'  notice  as 
required   by    law,    and   called   a   meeting    for   organisation,    to   1  e    held    in 

,  at  the  office  of  ,  at   o  'clock 

,  on  the day  of  ,  19 ....  ;  and, 

Whereas,  at  the  time  and  place  above  set  out,  a  meeting  of  the  sub- 
scribers aforesai<l  was  held  to  organize  said  corporation  and  elect   

directors;  and 

Whereas,  at  said  meeting  the  following  gentlemen  were  elected  directors, 
to   wit:    ,    ,    ;    and, 

Whereas,  at  a  meeting  of  the  said  board  of  directors was 

elected  president,  and was  elected  vice-president,  and 

was   elected   secretary,   and    

was  elected  treasurer. 

Now  therefore,  the  said   as  president,  and  the  said 

as  directors,   do  in   pursuance  of  law,   issue   this 

their  certificate,  verified  by  their  oaths,  and  do  hereby  certify  as  follows: 

First :      Said  corporation  is  formed  for  the  purpose  of 

Second:      Its  capital  stock  is   dollars,  divided  into  shares     , 

of dollars  each. 

Third :      dollars  of  said  capital  stock  have  been  actually 

paid  in  by  the  subscribers  hereto. - 

Fourth:  The  names  of  the  stockholders  and  the  number  of  shares  owned 
by  them,  respectively,  are  as  follows: 

Names.  No.  of  Shares.  Names.  No.  of  Shares. 


In  testimony  whereof,  the  said    ,  prcsitleut  of  the 

said  corporation,  and    ,  a  majority  of  the  board  of 

directors  of  said  corporation,  have  hereunto  set  their  hands  on  this 

day  of ,19.... 


President. 


Directors. 

2 — See  generally  as  to  the  payment  of  subscriptions  in  cash,  Cook  on 
Corporations,  §§  17,  32-42:  Clark  &  M.,  Corp..  §§3iS0-as;i.  As  to  the  effect 
of  statutory  provisions  as  to  the  amount  of  capital  with  which  to  begin 
business,  see  Cook  on  Corporations,  §§  176-181,  24.3,  702;  Clark  &  M.,  Corp., 
§  74.     See  also  Jones  v.  Dodge,  97  Ark.  248. 


16    CORPORATION  FORMS  AND  PRECEDENTS. 

STATE  OF  ARKANSAS,     ^  ,  , 

County  of \ 

' on  their  oaths  say  that  the  matters  and 

things  in  the  foregoing  certificate  set  out  are  true,  to  the  best  of  their  knowl- 
edge and  belief. 

[Signed] / 


Subscribed  and  sworn  to  before  me  this,  the day  of 

19.... 

In  Testimony  Whereof,  I  have  hereunto  set  my  hand  and  seal  of  office. 


(These  articles  must  be  iil&d  and  recorded  with  the  county  clerk  before 
filing  in  the  office  of  the  secretary  of  state.) 

CERTIFICATE   OF   RECORD, 

STATE  OF  ARKANSAS,     ^ 
County  of I 

I,    ,   clerk   of   the   county  and   probate   courts    of 

county,  in  the  state  aforesaid,  do  hereby  certify  that 

the  foregoiug  instrument  of  writing  was  filed  for  record  in  my  office  on 

the day  of   ,  and  the  same  is  now  d  ul} 

recorded  in  Eecord  Book,  A'ol ,  page   .... 

In  Testimony  Whereof,  I  have  hereunto  set  my  hand  and  affixed  the  real 

of  said  court  this day  of ,  19 .  .  .  . 

,  County  Clerl:. 

By ,  Deputy  Clerk. 

See  generally  notes  to  forms  1]  5  and  8,  supra. 

See  generally  the  following  Arkansas  cases:  Ozan  Lumber  Co.  v.  Biddle, 
87  Ark.  587;  O'Neil  v.  Eagle  Generator  Co.,  91  Ark.  416;  Eicheson  v.  Nat. 
Bank  of  Mena,  96  Ark.  594;  Jones  v.  Dodge,  97  Ark.  248;  Eed  Bud  Realty 
Co.  V.  South,  96  Ark.  281. 

Form  12. 
CERTIFICATE    OF   FOREIGN    CORPORATION. 

We, ,  as  President,  and ,  as 

Secretary,  of  the  ,  a  corporation  organized  under 

the  laws  of  ,  hereby  certify  that  the  charter  and 

articles   of    incorporation    of    said together   with    all 

amendments  thereto  duly  authenticated  and  -certified  by  the  proper  author- 
ity, is  herewith  filed,  with  the  Secretary  of  State  of  the  State  of  Arkansas; 

and  further,  the  said has  assets  of  $ ,  and 

liabilities   of  $ ,  and  its  general  office  or  place  of  business  in 

Arkansas  is . ,  and .  of 

is  hereby  appointed  as  agent  upon  whom  process  may  be  served. 

Each  of  us  further  certify  to  the  following  statements: 

1.  The  number  of  shares  of  authorized  capital  stock  of  the 

>^ ,  and  the  par  value  of  each  share  is  $ 

2.  The  value  of  the  property  owned  and  used  by  the  company  in  the 
'  'tate  of  Arkansas  is  of  an  estimated  aggregate  value  of  $ and 


STATE  FORMS.  17 

the  value  of  property  owned  ami  usid  outsiiie  of  the  ytate  of  Arkansas, 
is  $ 

3.  The  projiortion  of  thi-  (aj.iial  stock  of  the  company  which  is  repre- 
sented or  to  be  represented,  employed  or  to  be  einployeil,  in  its  business 
transacted  or  to  be  transacted  In  the  State  of  Arkansas,  is  $ 

4.  The  proportion  of  its  capital  stock  employed  in  its  business  outside 
of  Arkan.sas  is  $ 

Each  of  us  further  certify  that  the  following  is  a  true  and  correct  copy 

of  a  resolution  adoi)ted  by  the  Board  of  Directors  of ,  on 

the day  of ,19 

"Be  it  Kcsolved  that  service  of  process  upon  any  agent  of 

in  the  State  of  Arkansas  or  upon  the  Secretary  of  State  in  any  action 
brought  or  pending  in  said  state  shall  be  valid  serj^ice  upon  this  company. 

"Be  it  Further  Ilesolyed  that  the  President  and  Secretary  certify  to  a 
copy  of  this  resolution  and  file  the  same  with  the  Secretary  of  State  of  the 
State  of  Arkansas." 

Witness  our  hands  this day  of ,  10.  . . . 


As  President  of 


A,3  Secretary  of 

Subscribed  and   sworn  to  before  me  by  each   of  the  persons  who  have 
signed  their  names  hereto,  this day  of ,  19.  . . , 


Notary  Public. 
See  generally  Cook  on  Corporations,  §§  C96-700;  Clark  &  Jf.,  Corp.,  §§  834- 
865.  As  to  service  of  process,  see  Cook  on  Corporations,  S  "52.  See  gen- 
erally the  following  recent  Arkansas  cases:  Ivy  v.  Western  Union  Tel.  Co., 
165  Fed.  371;  Simmons  Burks  Clothing  Co.  v.  Linton,  90  Ark.  73;  Phoenix 
Assur.  Co.  v.  Ludvig,  S7  Ark.  465;  Rachels  v.  Stechor  Cooperage  Works, 
95  Ark.  6;  Buffalo  Zinc  &  Copner  Co.  v.  Crump,  70  Ark.  525;  Sutherland- 
Innes  Co.  v.  Chaney,  72  Ark.  327. 


18        CORPORATION  FORMS  AND  PRECEDENTS. 

CALIFORNIA. 

Form  13. 
ARTICLES  OF  INCORPORATION  OF  THE   


Know  all  Men  by  these  Presents:  That  we,  the  undersigned,  a  majority 
of  -whom  are  citizens  and  residents  of  the  State  of  California,  have  this  day 
voluntarily  associated  ourselves  together  for  the  purpose  of  forming  a  cor- 
poration under  the  laws  of  the  State  of  California. 

And  we  hereby  certify,  First ;  That  the  name  of  said  corporation  shall 
be 

Second:     That  the  pyrposes  for  which  it  is  formed  are   

Third:  That  the  place  where  the  principal  business  of  said  corporation 
is  to  be  located  is  

Fourth :     That  the  term  for  which  said  corporation  is  to  exist  is 

years  from  and  after  the  date  of  its  incorporation. 

Fifth:     That  the  number  of  directors  or  trustees  of  said  corporation  shall 

be ,  and  that  the  names  and  residences  of  the  directors  or 

trustees  who  are  appointed  for  the  first  year  and  to  serve  until  the  election 
and  qualification  of  such  officers,  are  as  follows,  to  wit: 

Names.  Whose  residence  is  at 


Sixth:     That   the  amount  of  the  capital   stock   of  said   corporation  is 

dollars,  and  the  number  of  shares  into  which  it  is  divided  is 

of  the  par  value  of Dollars  each. 

Seventh:     That  the  amount  of  said  capital  stock  which  has  been  actually 

subscribed  is  Dollars,  and  the  following  are  the  names  of 

the  persons  by  whom  the  same  has  been  subscribed,  to  wit: 

Names  of  suVjscribers.  No.  of  shares.  Amount. 


In  Witness  Whereof,  we  have  hereunto  set   our  hands  and  seals,   this 

day  of ,  A.  D.  19.... 

Signed  and.  sealed  in  the  presence  of 


, [Seal] 
, [Seal] 
. [Seal] 
.[Seal] 
.[Seal] 
, [Seal] 


STATE  FORMS.  19 

STATK  OF  CALIFORNIA,   ^ 
County  of I 

On  this  .  .  .  ; day  of in  the  year  one  thousand 

hundred  and ,  before  me  personally  appeared 

known  to  me  to  be  the  person  whose 

name subscribed  to,  and  who  executed  the  within  instru- 
ment, and  acknowledged  to  mo  that executed  the  same. 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  allixed  my  official 
seal  the  day above  written. 


[Seal]  Notary  Public. 

See  Laws  of  California,  1911,  ch.  589,  p.  1112,  amending  §  292  of  the 
Civil  Code  to  read  as  follows:  "The  articles  of  iiieorporation  must  be  sub- 
scribed by  three  or  more  persons,  a  majority  of  whom  must  be  residents  of 
this  State,  and  acknowledged  by  each  before  some  odicer  authorized  to  take 
and  certify  acknowleilgments  or  conveyances  of  real  proi)erty.  The  sig- 
nature of  each  person  named  in  said  articles  of  incorporation  as  directors 
of  such  corporation  shall  be  alRxed  to  said  articles  of  incorporation,  and 
acknowledged  by  each  before  some  officer  authorized  to  take  and  certify 
acknowledgments   of  conveyances   of  real   property." 

See  notes  to  Forms  1,  5,  8  and  11,  supra.  See  generally  the  following 
California  cases:  Tapscott  v.  Mexican  Colorado  River  Land  Co.,  l')3  Cal. 
664;  Chenev  v.  Canfield,  158  Cal.  342;  Vercoutere  v.  Goblen  State  Land  Co., 
116  Cal.  410;  People  v.  Golden  Gate  Lodge,  128  Cal.  257. 


Form  14. 
ARTICLES  OF  INCORPORATION. 

(for  corporation  without  capital  stock.) 

Know  all  Men  by  these  Presents:  That  we,  the  undersigned,  citizens 
and  residents  of  the  State  of  California,  do  hereby  voluntarily  associate  our- 
selves together  for  the  purpose  of  incorporating  under  the  laws  of  the  State 
of  California  a  private  corporation; 

And  we  do  hereby  certify,  First:  The  name  of  said  corporation  ^hall 
be 

Second:      That  the  purpose  for   which  said  corporation  is   formed   is   to 

Third:  That  the  place  where  the  principal  business  of  said  corporation 
is  to  be  transacted  is 

Fourth:     That  the  term  for  which  said  corporation  is  to  exist  is 

yeats  from  and  after  the  date  of  its  incorporation. 

Fifth:     That  the  number  of  directors  of  said  corporation  shall  be 

and  the  names  and  residences  of  the  directors  who  are  appointed  for  the 
first  year  and  to  serve  until  the  election  of  such  officers  and  their  qualifica- 
tion are  as  follows,  to  wit: 

Names.  Eesidences. 


That  on  the day  of ,  19 ...  .  in  the 

county  of ,  in  said  State  of  California,  an  election  was  held 

for  directors;  that  a  majority  of  the  members  of  said  association  were  pres- 


20    CORPORATION  FORMS  AND  PRECEDENTS. 

ent  and  voted  at  such  election  j   and  that  the  result  thereof  was  that  the 
directors  hereinbefore  named  were  declared  duly  elected. 

In   Witness   Whereof,   we  have   hereunto   set   our   hands   and   seals,   this 
day  of ,  A.  D.  19.... 


,  [Seal] 
,  [Seal] 
,  [Seal] 


Signed  and  sealed  in  the  presence  of: 

STATE  OP  CALIFOENIA,   ^ 

County  of j 

,....,   and    ,  being   duly 

sworn,  depose  and  say  that  they  were  the  officers  that  conducted  the  elec- 
tion for  directors  above  mentioned;  that  said  election  was  held,  and  that 
the  time  and  place  of  said  election  and  the  result  thereof  as  above  set 
forth  are  true  of  their  own  knowledge. 


Subscribed  and  sworn  to  before  me  this day  of 

A.  D.  19.... 


STATE  OF  CALIFORNIA,   ^      ^  iXllO'? 
County  of j 

On  this day  of in  the  year  one  thou- 
sand nine  hundred  and ,  before  me, ,  a  Notary 

Public  in  and  for  said County,  residing  therein,  duly 

conunissioned  and  serving,  personally  appeared known  to 

me  to  be  the  persons  whose  names  are  subscribed  to  the  foregoing  instru- 
ment and  they  duly  acknowledged  to  me  that  they  executed  the  same. 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  affixed  my  official 

seal  at  my  office  m  taid County  the  day  and  year  last 

above  written. 


Notary  Public  in  and  for  said  County  of ,  State  of  California. 

[Indorsed] :     Filed  in  the  office  of  the  County  Clerk  of  the 

County  of the day  of ,  19 

STATE  OF  CALIFORNIA,    } 

County  of j 

Ij ,  County  Clerk  of  the County  of 

,  State  of  California  do  hereby  certify  the  within  to 

be  a  full,  true  and  correct  copy  of  Articles  of  Incorporation  of 

as  remains  on  file  in  this  office. 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  affixed  my  official 
seal  this day  of ,  19 


County   Clerk. 

B7 

[Seal]  Deputy  Clerk. 


STATE  FORMS.  21 

Form  15. 

CERTIFICATE  FOR  INCREASING  OR  DECREASING 
THE  NUMBER  OF  DIRECTORS. 

STATE  OF  CALIFOKNIA,  | 
County  of j 

Kuow  all  Men  by  These  Presents:     That  I, ,  the  Sec- 
retary of ,  a  corporation,  formed  and  existing  under 

the  laws  of ,  California,  do  hereby  certify: 

That  a  regular  meeting  of  the  stockholders  of  said  corporation  was  held 

at  its  office  at   ,  in   ,  in  said  county,  at 

0  'clock,  ....  m.,  on  the day  of ; 

that    the  stockholders   of  said  corporation   were   then  and 

there  present  at  said  meeting;  that  at  said  meeting  a  resolution , 

the  number  of  the  directors  of  the  said  corporation  from to 

was  regularly  proposed,  voted  upon  and  adopted  by  the 

unanimous  vote  of   of  said  stockholders;   and  that  the 

following  is  a  true  copy  of  said  resolution,  to  wit : 

"Resolved,"  That  the  number  of  Directors  of be  and  is 

hereby from to   to  take 

effect  on  the day  of " 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  aflixcd  hiTcunto  the 
corporate  seal  of  said  corporation  this day  of 


[Seia.l]  Secretary  of 

STATE  OF  CALIFORNIA,  | 

County  of ( 

I,  ,  county  clerk  of county  of , 

state  of  California,  hereby  certify  the   foregoing   to   be   a   full,   true   and 

correct  copy  of  the  original  certificate  as  to   filed  in  my 

office  on  the day  of A.  D 

Attest  my  hand  and  my  official  seal  this   day  of   

A.  D 

[Seal]      County  Clerk. 

By Deputy  County  Clerk. 

See  note  to  Form  1,  supra.     See  Chapter  XXXII,  infra. 
See  generally  as  to  amondmonts  of  corporate  charters.  Cook  on  Corpora- 
tions, §§  402-503;  Clark  &  ]\r.,  Corp.,  §§  57-58.     See  also  Boca  &  L.  R.  Co.  v. 
Sierra  Valleys  Ry.  Co.,  2  Cal.  App.  546. 

Form  16. 

CERTIFICATE   OF  REMOVAL   OF   PRINCIPAL  PLACE 
OF  BUSINESS. 

Whereas,  The  owners  and  holders  of  more  than  two-thirds  of  the  issued 

capital  stock  of  this  corporation,  the    (organized  and 

existing  under  the  laws  of  the  state  of  California  and  having  its  principal 

place  of  business  at  rooms ,  in  the  city  of ), 

to  wit,  the  owners  and  holders  of   isssued  capital  stock 

of  this  corporation,  having  consented  in  writing  and  authorized,  empowered 
and    directed  this   board   of   directors   and   officers   of   this   corporation   to 


22   CORPORATION  FORMS  AND  PRECEDENTS. 

change  and  remove  the  principal  place  of  business  of  this  corporation  from 

its  present  location,  to  wit,   said  city  of   , 

to  the  city  of ,  in  said  state  of  California, 

■n-hich  consent  was  filed  and  is  now  on  lile  in  the  office  of  the  company; 
now  therefore  be  it 

Kesolved,  That  the  principal  place  of  business  of  this  corporation,  to  wit, 

,   in    ,   state   of   California   be   and 

the  same  is  hereby  changed  and  removed  therefrom  to   ,  in 

said  state  of  California, ,  such  removal  and  change  to  take 

effect  on  the  day  of  ; 

And  that   the   secretary   of  this  corporation,    ,   be  and 

he  is  hereby  authorized,  empowered  and  directed  to  cause  a  notice  of  the 
intended  removal  and  change  of  the  principal  place  of  business  of  this 
corporation  to  be  published  at  least  once  a  week  for  three  successive  weeks 

tn  some  newspaper  published  in  the  county  of   ,  in  said  state 

(said  county  being  the  county  wherein  the  present  principal  place  of  busi- 
ness of  this  corporation  is  situated)  ; 

And  that  whenever  such  change  is  made  said  secretary  is  hereby  directed 
to  file  in  each  office  where  the  original  articles  of  incorporation  are,  or 
any  copy  thereof  is  required  to  be  filed,  a  copy  of  this  resolution,  together 
with  a  copy  of  the  affidavit  showing  the  publication  above  directed  to 
be  made,  all  duly  certified  by  the  president  and  secretary  of  this  corpora- 
tion, with  the  corporate  seal  affixed: 

And  that  the  president  and  secretary  of  this  corporation  be  and  they 
are  hereby  authorized,  empowered  and  directed,  acting  jointly  or  either 
acting  alone,  to  do  any  and  all  other  acts  or  things  requisite  or  necessary 
in  their  judgment  to  fully  and  completely  effect  the  change  and  removal 
of  the  principal  place  of  business  of  this  corporation  as  above  provided, 
in  accordance  with  the  laws  of  the  state  of  California  relating  thereto. 

STATE  OF  CALIFORNIA,   ^ 
County  of ( 

The  undersigned, ,  the  President,  and , 

the  Secretary,  respectively  of (a  corporation  duly  organ- 
ized and  existing  under  the  laws  of  the  State  of  California),  do  hereby 
certify  and  declare: 

That  the  annexed  and   foregoing  resolution   removing  and  changing  the 

principal  place  of  business  of  said  corporation  from ,  in  said 

State,   at    Rooms    therein,    to    ,    in    said 

State,  at  No street  therein,  is  a  full,  true  and  correct 

copy  of.  a  resolution  duly  passed  and  adopted  at  a meeting 

of  the  Board  of  Directors  of  said  company,  held  at  its  said  place  of  busi- 
ness in  the  City  of ,  on ,  the 

day  of  ,  of  which  said  meeting  all  Directors  of  said  cor- 
poration had  due  and  legal  notice  and  a  majority  and  quorum  of  said 
Board  were  present  at  said  meeting  and  unanimously  voted  in  favor  of 
the  adoption  of  said  resolution;  and 

That  the  annexed  and  foregoing  affidavit,  showing  j)ul)lication  of  the 
notice  of  the  removal  and  change  of  the  principal  place  of  business  of 
said  corporation  is  a  full,  true,  and  correct  copy  of  the  affidavit  showinji 


STATE  FORMS.  23 

such  piiblieatioii  as  therein  set  forth  aud  that  the  original  thereof  is  on 
file  in  the  office  of  said  company. 

In  Witness  ^\^lereof,  we,  the  President  and  Secretary  respectively  of 
said   company,   have   hereunto   signed   our   names   as  such   and   aflixed   the 

corporate  ^oal  of  said  company,  this   day  of    , 

President. 

[SealJ  Secretary. 

STATE  OF  CALIFOENIA,   ^ 

County  of   (  ^*'- 

On  this,  the day  of , ,  before  me, 

,  a  Notary  I'uhlic  in  and  for  said 

County  of ,  State  of  California,  residing  therein,  duly  com- 

missioned  and  sworn,  personally  appeared  ,  known  to  me 

to   be    the    President,   and    ,   known   to   me    to    be    the 

Secretary,   of  the    ,   the  corporation   described   in   the 

within    instrument,    and    they   severally    acknowledged    that    they    executed 

such  instrument  as  President  and  Secretary  respectively  of  said  company. 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  affixed  my  oflicial 

seal,  at  my  office  in  the County  of  ,  the 

day  and  year  in  this  certificate  first  above  written. 


[Seal]  Notary  Public  in  and  for  the   

County  of ,  State  of  California. 

AFFIDAVIT  OF  PUBLICATION  OF  NOTICE. 

In    the    matter    of   the    change    of   the   principal    place    of    business    of   the 
,  from    to    ,  Cal. 

STATE  OF  CALIFORNIA,   ^ 

County  of I 

,  of  the  said  county,  being  duly  sworn,  deposea 

and  says:  That  he  is,  and  at  all  times  herein  mentioned  was,  a  citizen 
of  the  United  States,  over  twenty-one  years  of  age ;  that  he  is  not  a 
party  to,   nor  interested  in  the  matter  mentioned  herein;   and  that   he  is 

the  principal  clerk  of  the  printer  and  publisher  of  the   , 

a  newspaper  of  general  circulation,  printed  and  published  weekly  in  said 
county,  and  that  the  notice,  of  which  the  annexed  is  a  printed  copy,  has 
been  published  once  a  week  for  four  successive  weeks  in  the  above  named 

newspaper,  commencing  on  the   day  of   ,  an<l 

ending  on  the day  of (both  days  inclusive),  and  as 

often  as  said  newspaper  was  regularly  issued  during  said  time,  to  wit: 


Subscribed  and  sworn  to  liefore  mo,  this day  of , 

10 

[Seal] 

Notary  Public  in  and   for   the  County   of    ,   State   of 

California. 


24        CORPORATION  FORMS  AND  PRECEDENTS. 

NOTICE. 

Pursuant  to  the  written  request  of  the  holders  of  more  than  two-thirds 
of  the  issued  capital  stock  of (a  corporation  duly  organ- 
ized and  existing  under  the  laws  of  the 'State  of  California),  which  con- 
sent has  been  duly  filed  in  the  office  of  said  corporation  in  the 

county  of ,  said  state,  on  the day  of 

,  and  pursuant  to  a  resolution  of  the  board  of  direc- 
tors of  said  corporation,  which  resolution  was  duly  passed  at 

meeting  of  said  board  of  directors  duly  called  and  held  at  the  said  office 

of  said  corporation,  on  the   day  of   ,  at 

which  meeting  more  than  a  quorum  of  the  directors  of  said  corporation  was 
present : 

Notice  is  hereby  given  that  the  principal  place  of  business  of  said  cor- 
poration  will,  on   the    day   of    ,   be   changed 

and  removed  from  the  county  of ,  State 

of  California,  to  the county  of ,  in  said 

state,  at therein,  after  which  date  the  principal  place 

of  business  of  said  corporation  will  be  the  said at , 

therein. 

This   notice   is   published   by    order    of   the   board    of    directors   of   said 


Dated,   ,   California. 


Secretary  of 

See  note  to  Form  10,  supra.     See  Chapter  XXXII,  infra. 

See  generally  as  to  amendments  to  charter,  Cook  on  Corporations,  §§  492- 
503;  Clark  &  M.,  Corp.,  §§57-58.  See  as  tc  principal  office,  Cook  on  Cor- 
porations,   §§  1,   237-240. 

Form  17. 

CERTIFICATE  OF  EXTENSION  OF  EXISTENCE  UNDER 
SEC.  401  OF  THE  CIVIL  CODE. 

(Applies  to  corporations  formed  subsequent  to  January  1,  1873.) 

At  a  meeting  of  the  stockholders  of   ,  a  corporation, 

held  on  the day  of ,  at  the  principal  place 

of  business  of  said  corporation  at ,  county  of , 

state  of  California  (said  meeting  having  been  expressly  called  by  the 
directors  of  said  corporation  for  considering  the  subject  of  extending  the 
term  of  the  corporate  existence  of  said  corporation),  the  following  resolu- 
tion, to  wit: 

' '  Resolved,  That  the   hereby  extends  the  term  of  its 

corporate  existence  from years,  the  period  set  forth  in 

its  original  articles  of  incorporation,  to  the  period  of years 

from  its  formation,"  was  offered  by ,  seconded  by , 

and  was  thereafterwards  voted  upon  by  the  stockholders  present  at  said 
meeting,  and  representing  upwards  of  two-thirds  of  the  capital  stock  of 
said  corporation,  and  was  unanimously  carried,  and  we  hereby  certify  that 


STATE  FORMS.  25 

the  foregoing  is  a  full,  true  and  correct  statement  of  the  proceedings  of 
the  said  meeting  upon  tsuch  vote  upon  said  resolution. 


Chairin.iii   of  said   meeting  and   President 
of   said   corporation. 


Secretary   of  said   meeting  and   Secretary 
of   said   corporation. 
Approved: 


Members   of   the   Board   of   JJirectors 
of  said  corporation. 

STATE  OF  CALIFOKNIA,   ^ 

County  of (    ^^ ' 

1, ,  county  clerk  and  ex-officio  clerk  of  the  superior 

court  of  said  county,  do  hereby  certify  the  foregoing  to  be  a  full,  true  and 

correct  copy  of  the held  on  the   day  of 

extending  the  term  of  the  corporate  existence  of  said 

corporation,  on  file  in  my  office,  and  that  I  have  carefully  compared  said 
copy  with  the  original. 

In  "Witness  Whereof,  I  have  hereunto  set  my  hand  and  affixed  my  official 

seal,  this  day  of , 

[Seal]     '. Clerk. 

By   ,  Deputy  Clerk. 

See  Forms  70-72,  post. 

See  generally  as  to  the  duration  of  corporations,  Cook  on  Corporations, 
SS2,  268;  Clark  &  M.,  Corp.,  §§82,  30.5.  See  Boca  Mill  Co.  v.  Curry,  1.54 
Cal.  326;  People  v.  Auburn  &  Y.  G.  Turnpike  Co.,  122  Cal.  335. 

Form  18. 
ORDER  FOR  CHANGE  OF  NAME. 

In  the  Superior  Court  of  the  State  of  California,  in  and  for  the  County 
of   

In  the  Matter  of  the  Petition  of   ,  a  corporation. 

for  change  of  name. 

This  matter  having  come  on  regularly  for  hearing 

in   open   court   this   day,  the   petitioner  herein  appearing   by  its   attorney. 

,  and  no  remonstrance  appearing,  and  both  oral 

and  documentary  evidence  being  introduced  and  it  appearing  therefrom  to 
the  Court  that  the  petition  in  this  matter  was  regularly  filed  according  to 
law  and  that  the  publication  of  said  petition  and  order  was  duly  maiie 
according  to  law,  and  that  the  eei-tifiiate  of  the  Secretary  of  State  was  duly 
obtained  and  filed  herein  according  to  law,  and  that  the  matters  set  forth 
in  said  petition  are  in  fact  true;  and  it  further  appearing  to  the  Court 
thpt  there  is  good  reason  for  the  change  of  name  prayed  for  as  sot  forth 
in'^he  petition  and  that  there  are- no  valid  (Ejections  to  such  change  of 


26   CORPORATION  FORMS  AND  PRECEDENTS. 

name,  and  the  Court  having  eousidered  the  petition  herein  and  the  testimony 
both  oral  and  documentary;   now  therefore, 

It  is  Ordered,  Adjuiiged  and  Decreed  that  the  name  of   , 

a  corporation  organized  and  existing  under  the  laws  of  the  State  of  Cali- 
fornia, be  and  the  same  is  hereby  changed  to  the  name  of  the 

Dated  this day  of  ,  


[Seal]  Judge  of  the  Superior  Court. 

STATE  OF  CALIFORNIA,  | 
County   of    ^  ^^  * 

I,    ,   County   Clerk  and  ex-officio   Clerk  of  the 

Superior  Court,  do  hereby  certify  the  .foregoing  to  be  a  full,  true  and  cor- 
rect copy  of  the  original  Order  for  Change  of  Name   

on  file  in  my  office  and  that  I  have  carefully  compared  the  same  with  the 
original. 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  affixed  the  seal 
of  the  Superior  Court,  this day  of , 

[Seal]  ,  County  Clerk. 

By ,  Deputy  Clerk. 

See  In  re  Los  Angeles  Trust  Co.,  158  Cal.  603.  See  also  Cook  on  Corpora- 
tions, §  15. 

Form  19. 
ORDER  FOR  VOLUNTARY  DISSOLUTION. 

In  the  Superior  Court  in  and  for  the , 

State  of  California. 

In  the  Matter  of  the  Application  of   

,  a  corporation,  for  a  decree  of  voluntary  dissolution. 

No 

The  verified  application  of  the  above-named  corporation, 

,  praying  for  a  decree  of  voluntary  dissolu- 
tion, coming  on  regularly  this   day  of   , 

A.  D ,  for  hearing  and  determination,  and  the  proofs  and  evidence, 

both  documentary  and  oral,  having  been  made  and  introduced  and  duly 
considered  by  the  Court,  and  it  satisfactorily  appearing  to  the  Court  there- 
from, and  it  having  been  duly  shown  and  proven  thereby,  and  the  Court 
finding: 

That  the  said  applicant,  ,  is,  and 

was  at  the  time  of  filing  said  application,  and  since  the   day 

of   ,  A.  D ,  continuously  has  been 

a  corporation  duly  incorporated  and  existing  under  and  by  virtue  of  the 
laws  of  the  State  of  California,  with  its  principal  place  of  business  located 

in    the    County    of    ,    State 

of  California; 

That  the  said  application,  duly  signed  and  verified  as  prescribed  by  law, 
and  being  in  all  respects  in  conformity  with  Title  VI  of  Part  III  of  the 
Code  of  Civil  Procedure  of  the  said  State  of  California,  was  ordered  filed 
by  this  Court,  and  notice  thereof  duly  directed  to  be  given  by  publication 
for  thirty  (30)  days;  that  in  accordance  with  the  order  of  this  Court  in 
that  regard  and  pursuant  to  law  the  Clerk  of  this  said  Court  has  given 


STATE  FORMS.  27 

thirty    (30)    days'   notice   of  said   application    for    dissolution   l)y    pnhlica- 

tion  in  the   ^  a  newspaper  of  general 

circulation  printed  and  published  in  the    State 

of    California,    the    last     publication     of    tai<l     notice     occurrin;^     on     the 

day  of  ,  A.  1) ,  and 

that  notice  of  said  application  has  been  given  for  the  period,  in  the  manner 
and  in  all  respects  as  required  by  law  and  the  order  of  this  court ;  and 
that  no  objection  to  said  application  has  been  made  or  liicd  herein  or 
otherwise ; 

That  each  and  ail  of  ihe  allegations  and  statements  in  said  application 

of  said   ,  for  voluntary  dissolutio      are  true  as 

alleged,  and  have  been  shown  to  be  true  in  all  respects; 

That  at  a  meeting  of  the  stockholders  of  said  applicant,  called  for  that 
purpose,  the  dissolution  of  said  corporation  was  resolved  upon  by  a  vote 
of  more  than  two-thirds  of  the  stockholders,  and  of  the  holders  of  more 
than  two-thirds  of  the  subscribed  capital  stock  of  said  corporation; 

That  all  claims  and  demands  against  the  said  corporation  api»licant 
have  been  fully  satisfied  and  discharged; 

Now,  Therefore,  it  is  hereby  Adjudged,  Declared  and  Decreed ;  That  said 

corporation  applicant,  said  ,  be  and  the 

same  is  hereby  dissolved   and   declared   dissolved; 

It  is  further  declared  and  adjudged:  That  the  board  of  directors  of 
said  applicant  are  entitled  to  and  are  hereby  authorized  and  empowered 
to  settle  all  the  affairs  of  said  corporation  and  to  distribute  and  con- 
vey all  the  property  and  assets  of  said  corporation  to  its  stockholders 
in  proportion  to  their  respective  interests. 

Done  in  open  court,  this day  of ,  A.  D 

,   Judge. 

[Endorsed:]  Filed    ,  A.  D 

,  County  Clerk. 

By  ,  Deputy  County  Clerk. 

STATE  OF  CALIFOENIA,   | 
County   of    ( 

I^   ,  county  clerk  of  the   

county  of   ,  state  of  California,  and  ex-officio  clerk  of 

the  superior  court  thereof,  hereby  certify  that  the  foregoing  is  a  full,  true 

and  correct  copy  of  the  original  decree  of  dissolution  of 

a  corporation,  in  the  above  entitled  cause,  filed  in  my  office  on  the 

day  of ,  A.  D 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  seal  nf  said  court, 
this day  of ,  A.  D 

[Seal]  County   Clerk. 

By   ,  Deputy. 

See  In  re  Balfour  &  Carrette.  14  Cal.  App.  261  :  In  re  Collejre  Hill  Land 
Ass'n,  157  Cal.  '>9Ci.  Also  see  generally  Cook  on  Corporations,  §028;  Clark 
&  M.,'  Corp.,  §§  302-334. 


28        CORPORATION  FORMS  AND  PRECEDENTS. 

Form  20. 

CERTIFICATE  OF  INCREASE  OF  CAPITAL 
STOCK. 

A  special  meeting  of  the  stockholders  of  the , 

a  corporalion  organised  and  existing  under  the  laws  of  the  (State  of  Cali- 
fornia, was  held  at  the  ollice  of  said  corporation,  at  Room 

in  the  ,  Slate  of  California   (said 

being  the  principal  place   of  business  of  said  corporation   and   said   room 

being  the   office  of  said  corporation  in  said    

and  the  room  where  its  Board  of  Directors  usually  meet),  on 

the   day  of   ,    , 

at o  'clock  in  the  ,  in  accordance  with  the 

resolution  and  order  of  the  Board  of  Directors  of  said  corporation,  calling 
said  meeting,  and  the  notices  thereof  given,  addressed  and  mailed  as  herein- 
after set  forth. 

On  motion  duly  made,  seconded  and  carried,   

was  elected.  President  of  said  mooting  and  on  like  motion, 

duly  made,  seconded  and  carried,    was 

elected  Secretary  of  said  meeting. 

The  entire  capital  stock  of  said  corporation  was,  on  said 

day  of    ,    , ,    - , 

dollars,  divided  into    .................    shares  of ,  .    dollars 

each,  and  the  total  number  of  subscribed  shares  of  said  corporation  was 

on  snid  day,  and  now  is, •. shares.     There  were  present, 

in  person,  or  by  proxy,  at  said  meeting  the  shareholders  owning  and  holding 

: . .  .   subscribed  capital  stock  of  said  corporation.     On 

motion  duly  made,  seconded  and  carried,  the  Chairman  caused  the  Sec- 
retary to  read  the  resolution  of  the  Board  of  Directors  calling  said  meeting 
of  stockhoMers,  which  .said  resolution  is  in  words  and  figures  following: 

Be   it   rcEolvcd   and   ordered   that   a   meeting  of  the   stockholders   of   the 

,    a    corporation,    be    called    for, 

and  hold  on  ,  the -.1 . .  ■. » i  •.  day  of , 

at 0  'clock  in  the   ..-.•..■.-.•.  .   of  that  day,  at  the 

office  of :  .0.' .  J^'  said'  corporation,  at  Eoom  No 

in  the State   of  California    (said   place   of 

meeting  being  at  the  principal  jilace  of  business  of  said  corporation  and 
at  the  building  where  the  Board  of  Directors  usually  meet),  for  the  pur- 
pose of  considering  and  acting  upon  a  proposition  to  increase  the  capital 

stock  of  said  corporation  from dollars  divided  into 

shares  of  the  par  value  of  ... dolbirs 

each,  to    dollars  divi^led  info    

shares   of  the  par  value  of dollars   each: 

That  notice  of  said  meeting  be  publif^cd  in in   a 

newspaper   published  in   said    .......'.....,   once   a   week   for   at 

least    sixty    days '. 

That  the  Secretary  of  said  corporation  is  hereby  directed  to  address  and 
mail  a  notice  of  said  meeting  to  each  of  the  stockholders  of  said  eo:pora- 
tion,  in  the  manner  prescribed  by  Section  359  of  the  Civil  Code  of  said 


STATE   FORMS.  29 

State  of  California,  at  least  thirty  days  l^fore  said  day  appointed  for  eaid 

meeting  and  tliat  said  notice  be  in  the  following  form: 

' '  Aotice  to  Stockholders  of   

"iS'otice  is  hereby  given  that,  in  pursuance  of  a  rtsululion  uud  order 
of  the  Board  of  Directors  of  the ,  a  cor- 
poration organii;ed  and  existing  under  the  laws  of  the  State  of  Calilornia, 
unanimously  adopted  at  a  regular  meeting  of  said  boaid.  nuly  held  on  the 

day  of  

at  the  ollice  of  said  corporation,  in   ,  in  said  State 

of  California,  a  meeting  of  the  stockholders  of  said  corporation  is  hereby 
called    for    and    will  be    held    at    the    ollice  of  said    corporation,    at    Koom 

,  iii  said    (said 

place  of  meeting  being  at  the  principal  place  of  lousiness  of  said  corpora- 
tion and  at  the  building  where  the  J'^oar.I  of  Directors  Ui-ually  meet),  on 

,    the     day    of     , 

at 0  'clock  in  the of  that  day,  for  the  purpose 

of  considering  and  acting  upon  the  proposition  to  increase  the  capital  stock 

of   said    cor[)oration   from    '..'.'. .  .  .  '  dollars    divuled    into 

shares  of  the  pair  value  of dollars 

each,  to   " dollars  divided  into    

shares  of  the  par  value  of dollars  each. 

"The  amount  to  which  it  is  proposed  to  increase  the  cai>ital  stock  is 
dollars. 

"By  order  of  the  Board  of  Directors. 

"Dated   


' '  Secretary  of    " 

The  by-laws  of  said  corporation  do  not  prescribe  any  newspaper  in 
which  notices  of  meetings  of  the  corporation  or  its  stockhoMers  or  directors 
are  to  be  published.  The  Secretary  thereupon  read  the  following  allidavits 
of  himself  and    ,  to  wit : 

AFFIDAVIT    OF    .' 

STATE  OF  CALTFOEXIA,   ] 

County    of    j  ^®  = 

,    being    duly    sworn.    dej>oses 

and  says  that  he  is  and  at  all  the  times  hereinafter  mentioned  was  a  citizen 
of  the  Vnited  States  and  over  the  age  of  twenty-one  years;  that  he  is, 
and  for  more  than  a  year  continuously  last  past  has  been,  Secretary  of 

,  a  corporation  organized 

and  existing  \indcr  and  by  virtue  of  the  laws  of  the  State  of  California; 

that  on  the  day  of ,  he  addressed 

to  each  of  the  stockholders  of  said  corporation  whose  names  appear  on  the 
books  of  said  company  as  sufficiently  addressed,  at  his  place  of  residence 
(the  place  of  residence  of  each  of  said  stockholders  then  and  row  being 
known  to  affiant)   a  notice  of  which  the  following  is  a  true  copy:    [Here 

insert  copy  of  newspaper  notice.]     And  that  on  said   day  of 

,    he    deposited    in    the    United    States    postoffice    in 

County  of   ,  State  of  California, 

with  postage  fully  prepaid,  each  and  all  of  said  notices  addressed  as  afore- 
said; that  the  stockholders  to  whom  said  notices  were  addressed  and  mailed 


so   CORPORATION  FORMS  AND  PRECEDENTS. 


as  aforesaid,  were,  on  said day  of , 

and  now  are,   the  stockholders  of  said  corporation. 


Subscribed  and  sworn  to  before  nie,  this day  of 


[Seal]     Motary  Public  iu  and  for  said 

AFFIDAVIT    OF    

STATE  OF  CALIFORNIA,   ] 

County    of    ^ 

,  .of   ,  having 

been  first  duly  sworn,  deposes  and  says:  That  he  is  a  citizen  of  the  United 
States;  that  he  is  and  at  all  times  hereinafter  mentioned  was  over  twenty- 
one  years  of  age  and  competent  to  be  a  witness  on  the  hearing  of  the  mat- 
ters mentioned  in  the  printed  notice  hereinafter  set  forth;  that  he  has 
no  interest  whatsoever  in  the  same;   that  he  is  the  principal  clerk  of  the 

printers    and   publishers    of    ,    a    newspaper    printed 

and  published  daily  (Sundays  and  legal  holidays  excepted)  in , 

State  of  California,  and  has  charge  of  all  the  advertisements  and  notices 
published  in  said  newspaper.  That  an  advertisement  of  a  notice  to  stock- 
holders of of  which  the  fol- 
lowing is  a  printed  copy:  [Here  insert  printed  copy  of  notice.]  was  pub- 
lished in  the  above-named  newspaper  (Sundays  and  legal  holidays  excepted) 
for  a  period  of  once  a  week  for  at  least  sixty  days  and  once  a  week  for  two 
months,  on  the  following  days,  to  wit :   


Subscribed  and  sworn  to  before  me,  this day  of 


[Seal]  Notary  Public  in  and  for  the   , 

State  of  California. 

Thereupon,  upon  motion  duly  made,  seconded  and  carried,  it  was  by  the 
meeting 

Resolved,  That  notice  of  this  meeting  has  been  given  in  accordance 
with  the  requirements  of  the  laws  of  the  State  rf  California  and  that  more 
than  two-thirds  of  all  the  capital  stock  of  this  corporation  is  at  this  meet- 
ing represented  and  the  owners  thereof  present,  and  that  this  meeting  is 
competent  to  proceed  with  the  transaction  of  the  business  for  which  it 
has  been  called. 

Thereupon,  a  motion  was  duly  made,  and  seconded  that  the  following 
resolution  be  adopted,  to  wit: 

Resolved  by  the  stockholders  of  >  rep- 
resenting more  than  two-thirds  of  all  the  subscribed  capital  stock  of  said 
corporation,    in    meeting    duly    assembled    and    called    by    the    Board    of 

Directors  of  said  corporation,  that  said  corporation,    

■ increase  its  capital  stock  from    

dollars  divided  into   • shares  of  the  par  value  of 

dollars  each,  to   dollars 

divided  into    shares  of  the  par  value  of 

■ dollars  each,  and  that  the  said  capital 

stock  of   dollars  be  and  the  same  is 

hereby   increased   to    dollars    divided   into 


STATP]   FORMS.  31 

shares  of  the  j.ar  value  of   

dollars  each;  that  the  Chairman  and  Seereiary  of  this  stockholdfrs'  nieet- 
iiig  and  a  majority  of  the  Directors  of  said  corporation  sign  the  certificato 
required    by   law,    and    that    said    Secretary    tile    the   same   in    the    odice   of 

the  County  Clerk  of  the County  of 

}   ^tate   of  California,   and   file  a  certified  copy  thereof  in 

the  oflice  of  the  Secretary  of  State  of  said  State. 

Upon  being  put  to  vote,  said  motion  was  unanimously  uarried,  and  said 

resolution  adojited,  by  a  vote  of the  stockhtdders  of  said 

corporation,  said  stockholders  owning  and  representing 

• capital  stock.     The  Chairman  thereupon  declared 

the  result  of  said  vote  as  above  stated  and  there  being  no  further  business 
to  be  transacted,  the  meeting,  on  motion  duly  made,  seconded  and  carried, 
adjourned. 

,  Chairman. 

,  Secretary. 

Wc,    the    undersigned,     ,    Chairman,    and 

,    Secretary,    of   the   aforesaid    special 

meeting  of  the  stockholders  of   tlio    a 

corporation    organized   and    existing    under    and    by    virtue    of    the    laws    of 

the  State  of  California,  anri    

being Board  of  Directors  of  said  corporation, 

do  hereby  certify  that  all  the  foregoing  is  true  and  correct,  and  is  a  true 
and  full  record  of  the  j)roceedings  had  and  business  done  at  said  meeting 
of  stockholders;  and  we  further  certify  that  the  Board  of  Directors  of  said 

corporation,  on  the   day  of   at 

a  regular  meeting  of  said  board  at  which  a  majority  of  said  board  was 
present,  unanimously  passed  and  adopted  the  resolution  set  forth  in  the 
foregoing  proceedings  as  having  been  adopted  by  said  board  and  that,  in 
pursuance  of  said  resolution  and  order  of  said  Board  of  Directors,  notice 
of  said  meeting  of  stockholders  (which  notice  is  hereinbefore  set  forth) 
was  given  by  publication  once  a  week  for  at  least  sixty  days,  in  a  news- 
paper published  in  the  county  where  the  principal  place  of  business  of  said 
corporation  is  located,  in  the  manner  stated  in  the  foregoing  affidavit  of 

;   and  that  the  Secretary  of  said 

corporation  also  addressed  a  copy  of  said  notice  to  each  of  its  stockholders 
at  his  known  place  of  residence,  at  least  thirty  days  before  the  day 
appointed  for  said  meeting  of  stockholders,  in  the  manner  stated  in  the 

foregoing  affidavit   of    •    that 

the  originals  of  said  affidavits  of ,  and 

are  now  on  file  in  the  oflice  of 

the  Secretary  of  said  corporation;  that  said  meeting  of  stockholders  was 
held  at  the  time  and  place  indicated  in  said  notice;  that  said  place  of  meet- 
ing was  at  the  principal  place  of  business  of  said  corporation  and  at  the 
liuilding  where  the  Board  of  Directors  usually  meet;  that  at  said  meeting 
there  were  present  all  the  stockholders  of  said  corporation,  sai<l  stock- 
holders owning  and  representing   

subscribed  capital  stock,  to  wit :    y shares ;   that   the 

resolutions  set  out  in  the  foregoing  statement  as  being  passol  and  adopted 
at  said  meeting  of  stockholders  were  duly  adopted  by  an  affirmative  vote 
representing    subscribed   capital 


32    CORPORATION  FORMS  AND  PRECEDENTS. 

s.ock    of    said    corporation,    to    wit : shares;    and 

that    thereupon    and   thereby   the    capital    stock    of    said    corporation    was 

increased    from dollars    divided    into 

shares  of  the  par  value  of 

dollars   each   to    dollars   divided  into    

shares  of  the  par  value  of   dollars  each. 

In   Witness    Whereof,    we   have   hereunto    set   our   hands    and   seals    this 
day  of   ,    


Chairman    of   said   meeting   of    stockholders 
and  President  of  said  corporation. 

Secretary    of    said   meeting    of   stockholders 
and  of  said  corporation. 


Being  and  constituting Board 

of  Directors  of  said  corporation. 

STATE  OF  CALIFORN-IA,   | 
County   of    ^  ^^• 

On  this ( lay  of , , 

before  me, ,  a  Notary  Public  in  and  for  the 

County  of    ,  State  of  California,  residing  therein,   duly 

commissioned  and  sworn,  personally  appeared , 

known  to  me  to  be  the  Directors  of  the ,  the 

corporation  mentioned*  in  the  foregoing  certificate  of  proceedings,  and   to 

be  and  constitute    ,...'. Board  of  Directors  of 

said    ,.'.  1  .'■.".....  ;    and   they   each   duly   and   severally 

acknowledged  to  me  that  they  executed  the  foregoing  instrument  as  such 
Directors  respectively. 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  affixed  my  official 
seal  the  day  and  year  first  above  written. 

[Seal]  Notary  Public  in  and  for  the   

County  of ,  State  of  California. 

STATE  OF  CALIFORNIA,  J 

County    of    (  "  * 

On  this (lay   of    ,    , 

before  me,    ,  a   Notary  Public  in   and  for 

the    County    of    ,    State    of 

California,    residing    therein,    duly    commissioned    and    sworn,    personally 

appeared    ,   known   to    me   to   be   the 

Chairman  of  the  meeting  of  stockholders  in  the  foregoing  certificate  men- 
tioned,  and    , ;••••,   known   to   me   to   be   the 

Secretary  of  said  meeting  of  stockholders,  and  they  each  duly  and  severally 
acknowledged  to  me  that  they  executed  the  said  foregoing  certificate  as 
such  Chairman  and  Secretary  respectively. 


ST  AT'E  FORMS  S8 

In  Witness  Wlioreof,  1  have  ■>ereunto  set  my  h&uu  and  allixe.l  my  nllicMal 
seal  the  clay  and  year  first  abo  o  «ntten.  ■ 

[Seal]  A'otary  I'liljjie   in  and  lor  the    

County  of ,  btale  of  California. 

STATE  OF  CALIFORNIA,   | 
County   of    (  ' 

T,    ,  County  Clerk  of  the  City  and  County 

of ,  State  of  California,  hercliy  .■..-tWv  ii<,.   fM>. 

^oing  to  l.e  a  full,  tiuo  and  correct  co])y  of  the  original 

filed     ill     i.'iv     oiinc     on 

the    lay   of   ,    

Attest  mj-  hand  and  my  olTicial  seal  this day  of , 

[Seal]  ,    County    Clerk. 

,By ,  Deputy  County  Clerk, 

See  generally  as  to  the  increase  or  rcdiRtion  of  capital  stock,  Cook  on 
Corporations,  SS  279-208;  Clark  &  M.,  Corp.,  §§405-412.  See  also  State  v. 
SI?.  L.  &  S.  F.  R.  Co.,  81  Kan.  404;  Bond  v.  Atlantic  Terra  Cotta  Co.. 
1.37  N.  Y.  App.  Div.  G71 ;  Liifkin  Rule  Co.  v.  Secretary  of  State,  163 
Mich.  30;  Poote  v.  Greilick,  1G6  Mich,  G36;  State  v.  Citizens  Light  & 
Power  Co.   (Ala.),  55  So,  193, 

Form  21. 

CERTIFICATE  AS  TO  CREATION  OF  BONDED 
INDEBTEDNESS. 

STATE  OF  CALIFORNIA,   J 
County   of    (  • 

We,    ,    President    of 

a   corjjoration    duly  incorporated, 

organized,  and  existing  under  and  by  virtue  of  the  laws  of  the  State  of 
California,  and  Chairman  of  the  meeting  of  the  stockholders  thereof  herein- 
after  mentioned,   and    ,   Secretary 

of  said    corporation   and    Secretary   of   said   meeting   of   the  stockholders 

thereof  hereinafter  mentioned ;  and  •we,  the  undersigned, 

,  being  a  nia.iority  of  the  Directors 

of  said    ,  a  corporation,   do  hereby   certify  and 

declare  as  follows: 

That     is    and    was    during    all 

the  times  hereinafter  mentioned  a  corporation  duly  incorj^orated,  organ- 
ized and  existing  under  and  by  virtue  of  the  laws  of  the  State  of  California, 

and  having  its  office  and  principal  place  of  business  at , 

State  of  California,  as  by  its  Articles  of  Incorporation,  duly  filed  in  the 

office  of  the  County  Clerk  of  said   ,  and  in 

the  office  of  the  Secretary  of  State  of  the  State  of  California,  will  more 
fully  appear; 

That  the  amount  of  the  capital  stock  of  the  said  corjioration  authorized 

by  its  Articles  of  Incorporation  is    dollars, 

divided   into    .shares  of   the   par   value 

of jv .  V ...    (iollare  each;   that  of  said 


34   CORPORATION  FORMS  AND  PRECEDENTS. 

shares,    shares  have  been  subscribed  for, 

and  are  issued  and  outstanding; 

That   the   number   of  Directors   of  said  corporation  as  provided   by   its 

Articles   of   Incorporation   is    ,  and   said 

constitute    a 

majority  of  saitl  Board  of  Directors; 

That  said    is   and  was  at  all  the 

times  herein  mentioned  the  President  of  said  corporation,  and   

is   and  was  at  all   the   times  herein  mentioned 

the  Secretary  of  said  corporation ; 

That  at  a  meeting  of  the  Board  of  Directors  of  said 

duly    called,    noticed    and     lield    at    the    office    of    the    company,    Room 

,  California,   on  the    day 

of , ,  at  which  meeting  of  said  board  all  the 

members  thereof  were  present  and  concurred  therein,  the  following  resolu- 
tion was  adopted  by  the  unanimous  vote  of  all  Directors  of  said  corpora- 
tion, viz: 

Whereas,   the  Directors   of    ,   a 

;orporation  created,  organized,  and  existing  under  the  laws  of  the  State 
of  California,  deem  it   expedient  to  create  a  bonded  indebtedness   of  the 

corporation   to   the   amount   of    in 

United  States  gold  coin,  for  the  purpose  of  providing  moneys  to  pay  the 
existing  indebtedness  of  the  corporation  and  acquiring  property  to  be 
used  in  the  business  of  the  corporation,  and  in  extending  the  business  and 
developing  the  properties  of  the  corporation,  and  for  legitimate  and  neces- 
sary purposes,  which  bonded  indebtedness  shall  be  secured  by  a  mortgage 
or  deed  of  trust  covering  all  of  the  property,  both  real  and  personal,  now 
owned  by  the  corporation,  or  which  it  may  hereafter  acquire.  Now,  there- 
fore, be  it 

Eesolved,  That  a  meeting  of  the  stockholders  of  this  corporation  be, 
and  the  same  is  hereby  called,  and  will  be  held  at  the  office  of  the  cor- 
poration,  Eoom    ,    State   of 

California  (that  being  the  office  and  principal  place  of  business  of  the 
corporation,  and  the  building  where  the  Board  of  Directors  usually  meet) 

on  the day  of  ,   , 

at   the  hour  of    o'clock    ...M.,  for  the  purpose  of  considering 

and   acting  upon  a  proposition  to   create   a  bonded   indebtedness   to   the 

amount  of    ,  United   States  gold  coin,  for  the 

purpose  of  providing  moneys  to  pay  the  existing  indebtedness  of  the 
corporation,  and  acquiring  property  to  be  used  in  the  business  of  the  cor- 
poration, and  in  extending  the  business  and  developing  the  properties  of 
the  corporation,  and  for  legitimate  and  necessary  purposes,  and  to  secure 
the  same  by  a  mortgage  or  deed  of  trust  covering  all  of  the  property,  both 
real  and  personal,  now  owned  by  the  corporation  or  which  it  may  hereafter 
acquire;  and  that  the  Secretary  of  the  corporation  cause  notice  of  said 
meeting  to  be  given  to  the  stockholders  of  said  corporation,  by  publication 

in    ,    a    newspaper   printed    and   published    in 

,   State  of  California,  once  a  week  for 

at  least  sixty  days  prior  to  the  said day  of , t 

which  notice  shall  specify  the  object  of  the  meeting,  and  shall  state  the 


STATE  FORMS.  95 

amount  of  the  bonded  indebtedness  which  it  is  jtroposed  to  create  and 
shall   be   in   substantially   the    following    lorni: 

' '  JNotice  to  the  stockholders  of  the   

is  hereby  given  that  in  pursuance  of  a  resolution  of  the  Jiounl  of  JJirectors 
of   said   corporation,   unanimously   adopted   at    a   meeting   of   said    board, 

held  at  the  ofiice   of   the   company,   in   the    , 

JState  of  California,  on  the  day  of  , 

a  meeting  of  the  btockholdors  of  the   will 

be  held  at  the  ollice  of  the  company,  Room    , 

State  of  California  (the  same  being  the  principal  place  of  business  of 
said  corporation  and   the   building  where  said  Board  of  JJirectors   usually 

meet),  on '. ,  the day  of , 

,  at   the   hour   of    o'clock    ....M., 

for  the  i)urpose   of   considering  and  acting   upon  a  proposition   to   create 

a  bonded  indebtedness  of  said  corporation,  to  the  amount  of , 

in  United  States  gold  coin,  for  the  purpose  of  providing  moneys  to  pay 
the  existing  indebtedness  of  the  corporation  and  in  extending  the  business 
and  developing  the  properties  of  the  corporation,  and  for  legitimate  and 
necessary  purjioses,  such  bonded  indebtedness  to  be  secured  by  a  mort- 
gage or  deed  of  trust  upon  all  of  the  property  now  owned  by  the  corpora- 
tion, or  which  it  may  hereafter  acquire. 

"By  order  of  the  Board  of  Directors. 

' '  Secretary  of  the   " 

And  Further  Resolved,  that  in  addition  to  such  notice  by  publication 
the  Secretary  of  this  corporation  shall  a<ldress  a  like  notice  to  each  of 
the  stockholders  of  this  corporation,  whose  names  appear  on  the  corpora- 
tion 's  books,  as  sufficiently  addressed,  at  his  place  of  residence,  if  known, 
and  if  not  known,  then  at  the  principal  place  of  business  of  the  corpora- 
tion, which  notice  shall  be  mailed  to  such  stockholders  at  least  thirty  (30) 
days  before  the  day  appointed  for  such  meeting. 

And  we  further  certify  that  the   by-laws  of    

do  not  prescribe;  and  never  have  prescribed,  the  newspaper  in  which  notices 
of  meetings  of  its  stockholders  or  Directors  are  to  be  publisheil; 

And  we  do  further  certify  that,  in  pursuance  of  the  foregoing  resolu- 
tion, the  said   ,  the  Secretary  of  said  corporation, 

caused   to  be  published  in    ,   which   is,   and 

was   at   all   times   herein   mentioned,    a   newspaper   of   general    circulation 

printed    and   published    daily    in    said    ,    State    of 

California,  a  notice  whereof  the  following  is  a  copy: 
(Insert  ])rinted  copy  of  newspaper  notice) 

That  said  publication  of  said  notice  was  commenced  in  said  newspaper 
on  ,  and  the  same  was  pub- 
lished in  the  regular  issues  of  said  newspaper  on  the  following  days,  to  wit : 

being 

once  a  week  for  at  least  sixty  (60)  days  prior  to  ,  the 

day  of   ,  the  day  fixed  for 

said  stockholders'  meeting,  and  that  the  affidavit  of  the  due  publication 
of  said  notice,  marked  Exhibit  "A,"  is  hereto  attached  and  made  a  part 
hereof; 

And  we  do   further  certify  that   on   the    day  of 


36    COKPORATION  FORMS  AND  PRECEDENTS. 

, ,  a  true  copy  of  said  notice  was,  by  the 

Secretary  of  said  corporation,  addressed  and  mailed  to  each  of  the  stock- 
holders of  said  corporation  whose  names  appeared  upon  the  books  of  the 
corporation  as  sufficiently  addressed,  and  to  every  stockholder  of  the  corpo- 
ration^ whose  name  appeared  upon  the  books  of  the  corporation  as  suffi- 
ciently addressed  from  and  including  the  said  day  of 

,   ,  to  and  including  the    

day  of , Said  notices  were  mailed  to  said  stockholders 

by  depositing  the  same,  addressed  to  each  of  said  stockholders  at  his  place 

of  residence,  in  the  United  States  postoffic.e  in    , 

State  of  California,  with  the  postage  thereon  fully  prepaid;  that  at  the 
time  said  notices  were  so  addressed  and  mailed  to  such  stockholders,  the 
name  of  each  stockholder  of  the  corporation  appeared  on  the  books  of  the 
corporation  sufficiently  addressed,  and  the  residence  of  each   stockholder 

was  known  to  said  Secretary;  and  that  the  aHidavit  of  said , 

the  Secretary  of  said  corporation,  marked  Exhibit  "B,"  showing  such 
mailing  of  such  notices,  is  hereto  attached  and  made  a  part  hereof; 

And  we  do  further  certify  and  declare  that  in  pursuance  of  said  resolu- 
tion and  notice,  and  on  the  day  appointed  therein,  to  wit:  on , 

the    day  of    ,    ,  at  the 

hour  of o'clock.  .M.  of  that  day,  at  the  office  of  said  corpora- 
tion,   Eoom    ,    State    of    California 

(the  same  being  the  principal  place  of  business  of  the  corporation,  and 
being  the  building  where  the  Board  of  Directors  usually  meet),  said  meet- 
ing of  the  stockholders  of   duly 

took  place  and  was  held;   that  the  said  meeting  was  called  to  order   by 

,   the  President  of  said  corporation,  and   on 

motion  duly  made,  seconded  and  carried,  the  said   , 

President  of  said  corporation,  was  unanimously  elected  Chairman  of  the 
meeting  and  acted  as  such  Chairman,  and  on  motion  duly  made,  seconded 
and  carried,  ,  the  Secretary  of  said  corpo- 
ration, was  unanimously  elected  Secretary  of  said  meeting  and  acted  as 
such  Secretary; 

And  we  do  further  certify  and  declare  that  at  said  stockholders'  meet- 
ing there  were  present,  in  person  and  represented  by  proxies  in  writing, 
duly  filed  with  the  Secretary  as  required  by  the  by-laws  of  the  corpora- 
tion, stockholders  holding  and  representing  upon  the  books  of  the  com- 
pany         shares    of    the    subscribed    capital    stock 

thereof; 

And  we  do  further  certify  and  declare  that  the  following  proceedings 
of  said  meeting  of  stockholders  were  then  taken  and  had: 

The  Chairman  stated  that  the  meeting  had  been  called  by  the  Board  of 
Directors  of  the  corporation  for  the  purpose  of  considering  and  acting 
upon  a  proposition  to  create  a  bonded  indebtedness  of  said  corporation  to 

the  amount  of  dollars,  in  United  States  gold  coin,  for 

the  purpose  of  providing  moneys  to  pay  the  existing  indebtedness  of  the 
corporation,  and  acquiring  property  to  be  used  in  the  business  of  the  corpora- 
tion, and  in  extending  the  business,  and  developing  the  properties  of  the 
corporation,  and  for  legitimate  and  necessary  purposes; 

The  Secretary  thereupon  read  the  resolution  of  the  Board  of  Directors 
adopted  at  the  meeting  of  the  Board  held  on  calling 


STATE  FORMS.  37 

BMch  nec'.iug  of  stockholders,  which  resolution  is  hereinbefore  set  forth; 
and  also  road  tho  notice  of  the  nioetinj/,  which  notico  is  hi^ndnabove  set 
forth: 

It  having  been  shown  that  the  jjublication  and  service  of  the  notice  of 
the  meeting  had  been  made  in  the  manner  and  in  all  respects  as  required 
by  law,  the  stockholders  thereupon  proceeded  to  consider  said  proposition, 

and,   after   discussing  and   considering   the   same,    a 

stockholder  of  the  corporation,  offered  the  following  resolutions,  and  moved 
their  adoption: 

Whereas,  Iloretofure,  to  wit :  on  the day  uf 

A.  D : ,  the  Board  of  Directors  of  the , 

a  corporation,  by  resolution  duly  passed  and  adopted,  by  the  unanimous 
vote  of  said  board,  all  of  the  Directors  being  present,  ordered  and  called 
a    meeting    of    the    stockholders    of    the    corporation    to    be    held    on    this 

day  of A.  D at  the  hour  of 

o'clock    M.   of   this   day,  at   the   oiliue   of   the   corporation, 

Room   in  the   ,  State  of  Cali- 
fornia   (that   being  the  principal  place   of  business  and  the  office  of  the 
corporation,  and  the  building  where  the  Board  of  Directors  usually  meet),* 
for  the  object  and  purpose  of  then  and  there  considering  and  acting  upon 
a  proposition  to   create   a  bonded  indebtedness  of  the  corporation   to  the 

amount  of   dollars,  to  the  end  and  for  the  purpose  of 

providing  moneys  to  pay  the  existing  indebtedness  of  the  corporation  and 
acquiring  property  to  be  used  in  the  business  of  the  corporation,  and  in 
extending  the  business  and  developing  the  properties  of  the  corjjoration, 
and  for  legitimate  and  necessary  purposes,  which  bonded  indebtedness  shall 
be  secured  by  a  mortgage  or  deed  of  trust  covering  all  of  the  property, 
both  real  and  personal,  now  owned  by  the  corporation,  and  which  it  may 
hereafter  acquire;  and 

Whereas,  In  pursuance  thereof,  a  notice  of  the  time  and  place  uf  said 
meeting,  specifying  the  object  of  said  meeting  and  the  amount  of  tho 
bonded  indebtedness  which  it  is  proposed  to  create,  has  been  published  in 

,    a    newspaper    printed    and    published    daily    in 

,  State  of  California,  and  designated  therefor 

in  said  resolution  of  the  Board  of  Directors  ordering  and  calling  said  meet- 
ing, once  a  week  for  at  least  sixty  (60)  days  prior  to  the  date  of  said 
meeting,  and,  in  addition  to  said  notice  by  publication,  the  Secretary  of 
the  corporation  did  address  a  like  notice  to  each  of  the  stockholders  of 
the  corporation  at  his  place  of  residence,  which  notices,  so  addressed, 
were  mailed,  in  the  United  States  postoffice  at  ,  Cali- 
fornia, with  the  United  States  postage  thereon  fully  prepaid,  to  each  of 
the  stockholders  of  the  corporation,  more  than  thirty  (30)  days  before  the 
day  appointed  for  s'lch  meeting, — all  of  which  is  now  shown  to  have  been 
done  as  required  by  law  and  the  said  resolution  of  the  Board  of  Directors; 
now,  therefore,  be  it 

Resolved,  That  a  bonded   indebtedness   of  the    to 

the   amount    of    dollars,   in    Initcd    States   gold   coin, 

be,  ami  the  same  is,  hereby  authorized  and  created,  for  the  purpose  of 
providing  moneys  to  pay  the  existing  indebtedness  of  the  corporation  and 
acquiring  property  to  be  used  in  the  business  of  the  corporation,  and  iu 


38    CORPORATION  FORMS  AND  PRECEDENTS. 

extending  the  business  and  developing  the  properties  of  the  corporation, 
and  for  legitimate  and  necessary  purposes;  and  be  it  further 

Kesolved,  That  the  bonded  indebtedness  hereby  authorized  and  created 

shall   be   represented  by    bonds   of   this   corporation, 

of  the   denomination  of    dollars  each,  bearing   date 

,  ,  and  payable  on  the   day 

of in  the  year ;  that  said  bonds  shall  bear 

interest  at  the  rate  of    per  cent,  per  annum,  from  their 

date  until  paid,  payable  semi-annually,  and  shall  have  appropriate  coupons 
attached  for  each  interest  payment;  and  that  both  the  principal  and  interest 
of  said  bonds  shall  be  payable  in  United  States  gold  coin,  of  the  present 
standard  of  T\-eight  and  fineness;  and  be  it  further 

Eesolved,  That  the  Board  of  Directors,  for  the  purpose  of  securing  the 
payment  of  said  bonds,  and  the  interest  thereon,  be,  and  it  is  hereby 
authorized,  empowered,  and  directed  to  prepare,  execute,  acknowledge,  and 
deliver,  or  to  cause  to  be  prepared,  executed,  acknowledged,  and  delivered, 

in  the  name  and  under  the  seal  of  this  corporation,  to  the 

of  as  trustee,  a  mortgage  or  deed  of  trust  cover- 
ing all  of  the  real  and  personal  property,  wheresoever  situated,  now  owned 
by  this  corporation,  and  which  it  may  hereafter  acquire;  that  each  of  said 
bonds  shall  bear  a  certificate  signed  by  the  trustee,  certifying  that  the 
same  is  one  of  the  series  of  bonds  referred  to  in  said  mortgage  or  deed 
of  trust,  and  that  such  mortgage  or  deed  of  trust  and  said  bonds  and 
coupons  shall  be  made  in  such  form  and  contain  such  provisions,  terms 
and  conditions,  in  all  respects,  as  the  Board  of  Directors  may  deem  neces- 
sary, proper  or  expedient  in  the  premises,  or  may  authorize  to  be  executed; 
and  be  it  further 

Eesolved,  That  the  said  bonds  and  the  whole  thereof,  be  sold  and  dis- 
posed of  by  and  under  the  direction  of  the  Board  of  Directors,  in  such 
lots  and  parcels,  and  in  such  manner,  and  upon  such  terms  as  to  the  board 
shall  seem  proper;   and  be  it  further 

Eesolved,  That  the  Board  of  Directors  be,  and  it  is  hei-eby  expressly 
authorized,  empowered,  and  directed  to  do  and  perform  each  and  every 
act,  deed  and  thing  whatsoever  which  to  the  said  Board  of  Directors  shall 
seem  requisite,  or  necessary,  or  proper,  to  fully  carry  out  the  objects  and 
intent  of  these  resolutions,  and  to  fully  accomplish  the  purposes  and  ob- 
jects foe  which  said  bonded  indebtedness  shall  have  been  created  and 
authorized. 

The  motion  to  adopt  said  resolutions  was  seconded  by  , 

a  stockholder  of  the  corporation.  The  Chairman  put  the  question  on  the 
adoption  of  the  resolutions,  and  the  stockholders  then  proceeded  to  vote 
upon  a  call  of  the  roll,  by  "ayes"  and  "noes,"  upon  said  motion  to 
adopt  the  resolutions,  and  the  following  named  stockholders,  owning  and 
holding  respectively  the  number  of  shares  of  the  subscribed  capital  stock 
of  said  corporation  set  opposite  their  several  and  respective  names,  voted 

in  favor  of  the  adoption  of  said  resolution,  that  is  to  say:    , 

being  the  unanimous  vote  iit  favor  of  the  adoption  of  said  resolutions  by 
all  the  stockholders  present  and  represented  by  proxy  at  said  meeting. 

Whereupon,  The  Chairman  declared  that  the  motion  to  adopt  said  resolu- 
tions had  been  unanimously  carried,  and  that  said  resolutions  had  been 
passed  and  adopted  by  the  vote  of  all  stockholders  present  and  represented 


^  ^.>*i.  Kj  c(.^  oaid  meetings  namely,  by  stockholders  represonfing , 

shares  of  the  subscribed  capital  stock  of  the  corporation;  all  of  w  u-  ■ 
appears  of  record  in  the  minutes  of  naid  meeting  of  tllfl  Board  of  iJirecu»xt 
of  said  corporation,  and  in  t^ft  DlinULes  of  the  mcotinj,'  jf  rhe  stocklioM.Ts 
the.eof,  ab  recorued  auQ  preserved  in  its  record  hook;  and  we  do  further 
certify  and  declare  that  by  the  procoedinj^'s  aforesaid  i  bonded  indebted- 
ness of ,  a  corporation,  has  been  created,  and  author- 

i2ed  to  be  created,  to  the  amount  in  the  aggregate  of dollars, 

United  States  gold  coin;  that  the  amount  of  stock  represented  at  J-aid  stock- 
holders '  meeting  was shares  of  the  par  value  of 

dollars   each,   aggregating    dollars   of   par   value; 

that  the  vote  by  which  said  bonded  indebtedness  was  created,  accomplishec' 
and  authorized,  was  a  vote  in   favor   thereof  by  stockholders  representir 

shares  of  the  subscribed  cajjital  stock  of  the  corporatio 

which  is  more  than  two-thirds  of  the  subscribed  capital  stock  of  said  coi 
poration. 

In  Witness  Whereof,  We  have  hereunto  set   our  hands  and   caused  the 

corporate  seal  of  said  corporation  to  be  hereunto  af!ixe<l,  this   

day  of ,   


[Seal] 


Chairman  of  said  meeting  of  stockholders 

of ,  an.l 

P*re8ident  of  said  corporation. 

Secretary  of  said  meeting  of  stockholders 

of and 

Secretary  of  said  corporation. 


Directors  of   

STATE  OP-CALIFORNIA,   | 

County   of    (  ' 

On  this day  of , ,  before  me, 

,  a  Notary  Puldic  in  and  for  the  said , 

County  of   ,  State  of  California,  duly  commissioned  and 

sworn,  personally  appeared    ,  known   to  me  to   be   the 

President  of ,  a  corporation  described  in  the  within 

and  annexed  instrument,  and  the  Chairman  of  the  meeting  of  stockholders 
of  said  corporation,  whose  name  is  subscribed  to  said  instrument  as  such 

Chairman,   and    ,  known   to   me  to  be  the   Secretary 

of  said   ,  and  the  Secretary  of  said  meeting  of  said 

stockholders  of  said  comi)any,  whose  name  is  subscribed  to  said  instru- 
ment as  such  Secretary,  and  they  severally  acknowledged  to  me  that  they 
executed  said  instrument  as  such  Chairman  and  Secretary  respectively  of 
said  -meeting  of  stockholders  of  said  corporation,  and  as  President  and 
Secretary  respectively  of  said  corporation;  and  on  the  same  day  personally 
appeared   before  me,    

known  to  me  to  be  the  Directors  of  said   whose 

names  are  subscribed  to  said  instrument  as  such  Directors,  and  they  sever- 


40   CORPORATION  FORMS  AND  PRECEDENTS. 

ally  acknowledged  to  me  that  they  executed  said  instrument  as  Directors 

of  said   

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  affixed  my  official 

seal  at  my  office  in  the ,  County  of , 

State  of  California,  the  day  and  3'ear  in  this  certificate  first  above  written. 


[Seal]  Kotary  Public  in  and  for  the   

County   of    ,   State   of   California. 

EXHIBIT  "A." 
STATE  OF  CALIFORNIA,   ^ 

County  of I 

,  of  the  said   County  of 

,  being  duly  sworn,  deposes  and  says,  that  he 

is  a  citizen  of  the  United  States;  that  he  is  and  was  at  all  times  herein- 
after mentioned,  over  twenty-one  years  of  age;  and  is  competent  to  be  a 
witness  on  the  hearing  of  the  matters  mentioned  in  the  annexed  Notice; 
that  he  has  no  interest  whatsoever  in  th^  matters  mentioned  therein;  and 
that  he  is  and  was  during  all  the  time  embraced  in  the  period  of  the  publi- 
cation herein  mentioned,  the  principal  clerk  of  the  printers  and  publishers 

of    ,  a  newspaper  printed  and  published   daily  in 

said ,  and  has  charge  of  all  the  advertisements  in  said 

newspaper ;  and  that  the  

of  which  the  following  is  a  printed  copy:  [Here  insert  printed  copy  of 
newspaper  notice.]   has  been  published   

in  the  above-named  newspaper,  commencing   (first  insertion)    , 

,  and  ending  (last  insertion)    , , 

(both  days  inclusive),  and  further  sayeth  not. 

Subscribed  and  sworn  to 
this  ....  day  of  .  . .  . ,  before  me 


[Seal]  '  [. 

Notary  Public  in  and  for 

the county  of , 

State  of  California. 


EXHIBIT  "B." 

STATE  OF  CALIFORNIA,   ) 

County  of ( 

,  being  duly  sworn,  deposes  and  says :      That 

he  is,  and  was  at  all  the  times  herein  mentioned,  the  Secretary  of , 

a  corporation  created,  organized  and  existing  under  the  laws  of  the  State 
of   California,   and   having   its    office    and   principal    place    of   business   in 

,  State  of  California ;  that  on  the •  day 

of , ,  he  addressed  a  true  copy  of  the  notice 

which  is  hereto  affixed  and  made  a  part  hereof  to  each  one  of  the  stockholders 

of  jvhose  names  appeared  on  the  company's  books  as 

stockholders  from  and  including  the   day  of , 

,  to  and  including  the  said    day  of   , 


STATE  FORMS.  41 

•.- ,  at  the  respective  addresses  of  said  stockholders  at  their  respect- 
ive places  of  residence,  and  on  said day  of . 

,  depo.sitod  the  same  in  the  United  States  postofllce  at 

in  said  State,  with  the  postage  thereon  fully  prepaid;  that  each  of  said 
notices  was  enclosed  in  a  separate  envelope,  sealed,  with  the  United  States 
postage  fully  prepaid  thereon,  and  the  said  respective  places  of  residence 
and  respective  addresses  of  Faid  stockholders  appeared  at  said  time  upon 
the  company  's  books  and  were  known  to  aHiant. 


Subscribed  and- sworn  to  before  me,  this day  of 


[Seal]  Notary  Public  in  and  for  tlie 

County   of    ,   State   (Jf   CalifurniM. 

STATE  OF  CALIFORNIA,    ) 

County  of  \^^^' 

I, ,  County  Clerk  of ,  County 

of   ,  State  of  California,  hereby  certify  the  foregoing 

to  be  a  full,  true  and  correct  copy  of  the  original  Certificate  as  to  Crea- 
tion  of  Bonded   Indebtedness  of   

filed  in  my  oHice  on  the day  of ,  A.  D 

Attest  my  hand  and  my  official  seal  this   day  of 

,  A.  D 

[Seal]  ,  County  Clerk. 

By ,  Deputy  County  Clerk. 

See  Forms   1599,   1600,   1661,   1664,   1665,  post,   and  notes  thereunder. 
See    McKee    v.    Title    Ins.    &   Trust    Co.,    159    Cal.    206.     See   generally 
Cook  on  Corporations,  §  808,  and  Chapter  XLVI. 

Form  22. 

DESIGNATION  OF  AGENT  FOR  STATE  OF  CALIFORNIA 
BY  FOREIGN  CORPORATION. 

Know  all  Men  by  these  Presents:  That  pursuant  to  Sections  405  and 
406  of  the  Civil  Code  of  the  State  of  California,  relating  to  foreign  corpora- 
tions, the  ,  a  corporation  formed  under  the  laws 

of ,  and  carrying  on  the  business  of in 

the  State  of  California,  has  constituted,  appointed  and  designated,  and  by 
these  presents  does  constitute,  'appoint,  and  designate,  in  accordance  with 
a  resolution  duly  adopted  at  a  meeting  of  the  Board  of  Directors  of  said 

corporation,  held  on  the day  of ,  A.  D.  19.  ... , 

,   residing  in  the   City   of    State   of 

California,  its  General  Agent. 

That    said    ,    so    designated   as   aforesaid,    is    the 

Agent  of  the  said  Company  in  the  State  of  California,  upon  whom  process, 
issued  by  authority  by  or  under  any  laws  of  said  State  of  California,  may 
be  served. 

In  Witness  "Wtereof,  the  said  Company  has  to  these  presents  affixed  its 
corporate  seal,  and  caused  the  same  to  be  subscribed  by  its  president,  and 


42 


CORPORATION  FORMS  AND  PRECEDENTS. 


attested  by  its  Secretary,  this day  of 

A.  D 


By 


President. 


[Seal] 

Attest: 


Secretary. 
See  generally  Cook  on  Corporations,  §§  696-700;  Clark  &  M.,  Corp.,  §§  834- 
865.  See  as  to  service  of  process  on  foreign  corporations,  Cook  on  Corpora- 
tions, §758;  Clark  &  M.,  Corp.,  §861.  See  also  the  following  California 
cases :  O  'Brieu  v.  Big  Casino  Gold  Mining  Company,  9  Cal.  App.  283 ; 
American  De  Forest  Wireless  Tel.  Co.  v.  Superior  Court,  etc.,  153  Cal. 
533 ;  Holiness  Church  of  San  Jose  v.  Metropolitan  Church  Ai-sn.,  12  Cal. 
App.    445;    Thomas   v.    Wentworth   Hotel   Co.,    16    Cal.    App.    403. 

Form  23. 

REPORT  ON  GENERAL  FRANCHISES  OF  INCOR- 
PORATED COMPANIES,  191.. 

(Report  on  general  corporate  franchises,  recjuired  under  Chapter  335  of 
the  Statutes  of  California  of  1911.) 

Eeport  of  the Company, 

a  corporation  organized  under  the  laws  of 

(State  or   country) 

with  its  principal  place  of  business  in  California  at    , 

the  post  office  address  of  which  is 

(Street  and  nuniLer) 
in  the  city  of ,  county  of 

1.  The  business   of   this  corporation   is ,    and 

the   location    of   its   principal   place    of   business    outside    of    California    is 
,  and  in  California  is  as  above  stated. 

2.  The  names  and  post  office  addresses  of  its  general  officers  are: 


Officer 

President     

Secretary   

Auditor    

Treasurer     

Superintendent   

General  ^Manager 

Managing  Agent  in  California* 


Name 


Address 


*  For  foreign  companies  only. 

The  post  office  address  for  tax  bills,  receipts,  etc.,  is 

(Be  careful  to   give   an   address   at  which  mail   will   surely  be   delivered 
to  a   responsible   officer.) 

3.     The   capital   stock   on   the   first   Monday   in    }klarch,   191..,   was: 


Class  of 
Stock 


Common 
Preferred 


Number  of 

Shares  Au- 

tliorized 


Par  Value 
per  Sliare 


Number  of 
Shares  Is- 
sued and 
Outslaiid- 
iiig 


Amount 
Paid  in, 
in  Cash 
for  all 
Shares  Is- 
sued 


Amount 

Paid  in. 

Ill  Property 

fnr  all 
Sliares  Is- 
sued 


Total 
Amount 

Paul  ill 
for  Slook 
(sum  of 
two  pre- 
cedinR 
columns) 


STATE  FORMS. 

4.     PiviJends  paiil,  years  ending  December  .'Hst: 


43 


Description    of    C'apUal    Stock 
roiiiiniin 

191.. 

Rate     1 
Ijti-      1 
Share    i  .Vmaunt 

101..                     191.. 

Rate                        Rate 
ivr                            p,T 
Sliare      .\mount    share      Amount 

101.. 

Rate 
K?r 
Share      Amount 

I'roferred 



5a.     The  market  value  of  the  stock  according  to  the  last   quotations  or 
Bales  prior  to  the  first  Monday  in  March,  191.  .,  was: 

Of  the  common  stock. .  .   $ *  per  share.     Total.  . .  .$ 

Of  the  prefcrn>d  stock.  .  .    $ *  per  share.     Total.  .  .   $ 

*  If  the  stock  has  no  known  market  value  write  "none."     In  tliat  case 
the  next  item  No.  5b  below  must  be  tilled  out. 

51).     A  fair  appraised  value  of  the  stock  on  the  first  Monday  in  March, 
191..,  (the  market  value  being  unknown)  was: 

Of  the  common  stock. ...   $ per  share.     Total $ 

Of  the  preferred  stock $ per  share.     Total .$ 

6.  The  outstanding  bonded  .debt  of  this  company  on  the  first 

Monday  in  March,  191. .,  was $ 

The  outstanding  bonded  debt  of  subsidiary  comi)anies 

for  which  this  company  was  liable  was $ 

The  interest  paid  during  the  year  ending  Dec.  31,  191 .  ., 

on  above  debt  was ;{; 

6a.     The  tloating  debt  on  the  first  Monday  in  March,  191.., 

amounted  to ^ 

6b.     The  mortgage  debt,  where  mortgage  is  not  given  to  secure 

bonds  amounted  to $ 

7.  The  surplus  on  the  first  Monday  in  March,  191 .. ,  amounted 

to    $ 

8.  The  income  account  for  the  year  ending  Dec.  31,  191.., 

showed  the  following  totals: 

Gross  receipts  from  business,  or  gross  sales: $ 

Deduct :    Cost  of  goods  sold  or  of  materials 

used,*   $ 

*lf  company  is  engaged  in  purchasing,  subdividing,  and  selling  land, 
specify  cost  of  land  sold.  Give  full  details,  on  sejiarate  sheet,  if  necessary,  and 
attach  hereto. 

Operating  expenses,  including  wages. .   $ 

(Other   than   fixed   charges.) 

Total    deductions $ 

Gross  profit  from  business $ 

(or  loss  in   red   ink.) 
Other  receipts:    Such  as  rentals,   income  from  invest- 
ments, etc.,  less  expenses  thereon $ 

Sum  of  gross  profits  and  of  other  receipts $ 

Fixed  charges: 

Interest   $ 

Bent $ 


44    CORPORATION  FORMS  AND  PRECEDENTS. 

Taxes     $ 

Depreciation    $ 

Any  other  (specify) $ 

Total    fixed    charges.  : $ 

Net  profit  for  the  year $ 

(Loss  in  red  ink.) 
Disposition  of  profit: 

To    dividends.  . . .  ; . .  .-. $ 

To  betterments  and  additions $ 

To    surphis $ 

9.     The  percentage  of  the  gross  sales  or  gross  receipts  from  California 

business  was per  cent. 

10a.  The  assessed  value  of  all  property  of  the  Company  taxed  in  Cali- 
fornia was:  (N.  B. — Copy  the  totals  from  your  last  county  tax  bills.)  Do 
not  report  City  assessments. 

As.sesscd  Value  Asreaacai  Value  Tciul  Assessed 
Assessed  Value               of  Improre-                of  reisoiial  \alue  of  All 

of  Real  Estate  meiils  in  Each  I^rouert.v  in  Properly  in 

County  of  in  Each  County  County  Each  County  Each  County 


Grand  total. 


10b.     The  assessed  value  and  taxes  on  property  outside  of 

California  were:     Total  assessed  value $ 

Taxes  thereon  $ 

11a.     This    Report    includes    the    business    of    the    following    Subsidiary 
Companies : 

Percentage  of  Stock  of 
Subsidiary  Company 
Is-ames  Incorporated   Under   the   Laws  of        Ouued  by  this  Company 

: : % 

.• % 


lib.     This  company  is  a  subsidiary  of  the 

(Name   of   controlling  company) 

whose  place  of  business  is :   and  which  owns % 

of  the  stock  of  this  company. 


STATE  OF  CALIFORNIA,    ] 

I  ss: 

County  of J 

I,    ,    being    duly    sworn,    depose    and    say    that    I 

am  the of  the. Company,  and  that  the  foregoing 

statements  and  answers  to  questions  therein  contained  are,  in  all  respects, 
true  and  correct,  to  the  best  of  my  knowledge  and  belief. 


(Insert  official  title) 


STAT  I-:  FORMS.  45 

Subsciibci]  ;iud  sworn  to  before  me  this day  of , 

191.  .. 


Notary  Public. 

NOTE — This  verification   may  be  made  by  the  president,  vice-president, 
treasurer  or  si-cii'tiuy  nl'  the  ciiriiuratioii. 


46   CORPORATION  FORMS  AND  PRECEDENTS. 

COLORADO. 

Form  24. 
CERTIFICATE  OF  INCORPORATION. 

Know  all  Men  by  these  Presents:      That  we,    


residents  of  the   State  of  Colorado,  have   associated   ourselves  together  as 

a under  the  name  and  style  of  The 

for  the  purpose  of  becoming  a  body  corporate  and  politic  under  and  by 
virtue  of  the  laws  of  the  State  of  Colorado,  and  in  accordance  with  the 
provisions  of  the  laws  of  said  State,  we  do  hereby  make,  execute  and  acknowl- 
edge in this  certificate  in  writing  of  our  intention  so 

to  become  a  body  corporate,  under  and  by  virtue  of  said  laws. 

First.     The  corporate  name  and  style  of  our  said 

shall  be 

Second.     The  object  for  which  our  said   is  formed 

and  incorporated  is  for  the  purpose  of 

Third.     The  capital  stock  of  our  said is 

dollars,   to   be   divided  into    shares   of    

dol'ars  for  each  share,  and  said  stock  shall  be assessable. 

Fourth.     Our  said is  to  exist  for  the  term  of 

years. 

Fifth.     The  affairs   and   management   of   our   said is 

to  be  under  the  control  of and 

are  hereby  selected  to  act  as  said and  to  manage 

the  affairs  and  conceras  of  said 

Sixth.     The  operations  of  our  said will  be  carried 

on  in  the  County of   ,  and 

the  principal  place  and  business  office  of  said    shall  be 

located  in  the    ,   County  of    , 

and  State  of aforesaid. 

Seventh.       The shall  have  power  to  make 

such  prudential  by-laws  as  they  may  deem  proper  for  the  management  of 

the  affairs  of  this according  to  the  statute  in 

such  case  made  and  provided. 

In  Testimony  Whereof,  We  have  hereunto   set  our  hands  and  seals,  on 

this day  of ,  A.  D.  19 

[Seal] 

r  Seal] 

[Seal] 

-,....    [Seal] 

- [Seal] 

I  Seal] 

[Seal] 


STATE  FORMS.  47 

STATE  OF  COLORADO,     | 
County  of   I 

I,    in  and  for  said  County,  in  the  State 

aforesaid,  do  hereby  certify  that   

personally  known  to  me  to  be  the  persons  whose  names  are  subscribed  to 
the  annexed  and  foregoing  certificate  of  incorporation,  appeared  before 
me  this  day  in  person,  and  acknowledged  that  they  signed,  sealerl  and 
delivered  the  said  instrument  of  writing  as  their  free  and  voluntary  act, 
for  the  uses  and  purposes  therein  set  forth. 

Given  under  my  hand  and seal,  this day 

of   ,  A.  D.   19 

My  commission  ex[)ires   ,  19.  . .  . 


See  notes  to  Forms  1,  5,  8  and  11,  supra.     See  also  Cook  on  Corporations, 
§681. 

Form  25. 

CERTIFICATE   OF  AMENDMENT   OF  ARTICLES   OF 
INCORPORATION 

of  the    

Know  all  Men  by  these  Presents,  That  we, ,  President, 

and  ,  Secretary,  of  The  ,  a  cor- 
poration duly  organized  under  and  by  virtue  o'f  the  laws  of  the  State 
of  Colorado  in  that  case  made  and  provided,  do  hereby  make  this  our  certifi- 
cate in   ,  and  in  accordance  with  the  said  laws  of 

the  State  of  Colorado  we  make  the  following  statements: 

First.     That  the  holders  of  more  than  one-third  of  the  capital  stock  of 

the   subscribed,  issued  and  credited 

to  the  holders  hereof,  and  outstanding  as  shown  by  the  books  of  the  Cor- 
poration, did,  on  the   day  of   ,  A.  D. 

19....,  in  writing,  request  the  President  of  the  said  Corporation  to  call 
a  meeting  of  the  stockholders  for  the  purpose  of  considering  a  certain 
proposed  amendment  to  the  Articles  of  Incorporation  of  the  said  Corpora- 
tion, setting  forth  in  said  written  request  the  substance  of  said  proposed 
amendment. 

Second.     That  at  a  meeting  of  the  Board  of  Directors  of  said  Corpora- 
tion, called   by  the   President   in   pursuance   of  such  request,   and  held   at 

the  office  of  said  Corporation,  in  the  City  of  ,  County 

of ,  in  the  State  of  Colorado,  on  the day  of 

,  A.  D.  10.  .  .  .,  the  President  presented  such  request 

to  said  Board,  and.  thereupon,  the  following  resolution  was  read  and 
adopted :   

Resolved,  That  a  special  meeting  of  the  stockholders  of  this  Corporation 
be  and  is  hereby  called  to  be  held  at  the  office  of  the  Corporation  in  the 

City  of ,  County  of ,  State  of 

Colorado,   for   the  purpose  and   object   of  considering   a   certain   proposed 

amendment  to  the  Articles  of  Incorporation  of  The   

in  manner  and  form  as  follows,  to  wit: 


48   CORPORATION  FORMS  AND  PRECEDENTS. 

Eesolved,   That    Section    of   Article    of   the 

Articles  of  Incorporation  of  the  said  Corporation  be  amended  to  read  as 
follows :    

Kesolved,  That  due  notice  of  said  meeting  be  given,  as  required  by  law, 
by  the  Secretary. 

Third.  That  thirty  (30)  days'  notice  of  the  said  special  meeting  was 
given  to  each  stockholder  by  delivering  to  each  personally,  or  by  depositing 
in  the  Post  Office  a  notice,  properly  addressed,  stating  the  time  and  object 
of  the  meeting,  which  said  notice  was  signed  by  the  President  and  Secre- 
tary of  said  Corporation;  and  that  notice  of  said  meeting  was  duly  pub- 
lished ten   (10)   days  prior  to  said  meeting,  in  the , ,  a 

newspaper    published   in    said    City   of    ^   being   the 

place  in  which  the  principal  office  of  the  Corporation  is  kept;  a  copy  of 
which  published  notice  from  said  newspaper  is  pasted  hereto  and  follows 
this  paragraph. 

(Attach  notice.) 

Fourth.  That  the  said  special  meeting  of  the  stockholders  of  the  said 
Corporation,  thus  duly  called,  was  held  at  the  Corporation's  office  in  the 

City    of    ,  County   of    ,  and    State   of 

Colorado,  on  the   day  of   ,  A.  D 

Fifth.  That  at  the  said  special  meeting  of  the  stockholders  of  the  said 
Corporation,  votes  representing  more  than  two-thirds  of  all  the  stock  of 
the  said  Corporation,  then  subscribed  and  in  good  faith  outstanding,  were 
cast  in  favor  of  the  adoption  of  the  proposed  amendment,  and  the  same  was 
declared  duly  adopted. 

Sixth.  That  the  President  and  Secretary  of  the  said  Corporation  were, 
at  said  special  meeting,  duly  authorized  and  directed  to  make,  verify  and 
file  such  certificate  as  might  be  necessary  or  required  by  law  to  carry  into 
effect  the  change  adopted  by  the  Corporation  by  amendment  to  its  Articles 
of  Incorporation. 

In  Witness  Whereof,  we,  the  President  and  Secretary  of  the  said  Corpora- 
tion, have  hereunto  set  our  hands  and  seals,  this day  of 

,  A.  D.   19 .... ,  and  have  caused  the  seal  of  our 

said  corporation  to  be  affixed  hereunto. 

[Seal] 

President. 

Attest : 

[Seal] 

Secretary. 

STATE  OF  COLORADO,     } 
County  of ( 

Before    me,    ,   a   Notary   Public   in   and   for 

said   County  and   State,  personally   appeared    , 

President,  and ,  Secretary,  of  the , 

personally  known  to  me  to  be  the  persons  whose  names  are  subscribed  to 
the  foregoing  certificate  of  amendment  to  the  Articles  of  Incorporation  of 
said  Corporation,  who  each,  being  first  duly  sworn,  depose  and  say  upon 
their  oaths  each  for  himself  and  not  one  for  the  other,  that  they  are  the 

President  and  Secretary,  respectively,  of  the  said  The   , 

and  that  the  facts  thus  set  forth  in  said  certificate  are  true  to  the  best 
of  their  knowledge  and  belief,  and  that  they,  as  such  President  and  Secre- 


STATE  FORMS.  49 

tary,  respecfively,  of  the  said  (Jorporation,  niaile,  eignc4l  aud  executed  the 
said  certificate  for  the  uses  and  purposes  therein  mentioneti. 


President. 
Secretary. 


Subscribed  and  sworn  to  before  nie  this day  of  .  .  . 

A.  D.  19 

My  coniiiiisyion  expires   ,  A.   I).   19. 


Notary  Public. 
See   generally   as  to   the   amendment    of   charters,   Cook   on    Corporations, 
§§  492-503;  Clark  &  M.,  Corp.,  §§  .57-58.     See  also  note  to  Form  10,  supra. 

Form  26. 

CERTIFICATE  OF  FULL  PAID  CAPITAL  STOCK 

of  the  Company. 

STATE  OF  COLORADO,     | 
County  of ( 

We,  the  undersigned,  the  President  and  a  majority  of  the  Directors  of 
The Company,  a  corporation  duly  organ- 
ized and  existing  under  the  laws  of  the  State  of  Colorado,  do  hereby  cer- 
tify that  the  total  capital  stock  of  the  said  company,  as  fixed  by  its  certifi- 
cate  of   incorporation,   is    Dollars    ($ ),   an<l 

that  all  of  said  stock  has  been  issued  and  fully  paid  in.     And  we  further 
certify  that  said  stock  has  been  issued  as  follows: 

For  property .$ 

For  cash $ 


Total  $ 

In    Witness    Whereof,    we    have    hereunto    set    our    hands    and    seals    at 

,  this day  of , 

A.  D.  19.... 


President. 


[A  Majority  of  the  Directors.] 

STATE  OF  COLORADO,     ) 
County  of 


Subscribed  and  sworn  to  before  me  by    this 

day  of  ,  A.  D.  19.... 

My  commission  expires A.  D.  19.  . . . 


Notary   Public. 
See  generally  as  to  the  issue  of  stock  for  cash,  Cook  on  Corporations. 


50   CORPORATION  FORMS  AND  PRECEDENTS. 

§§  17,  32-42;  Clark  &  M.,  Corp.,  §§380-383.  See  as  to  the  issue  of  stock 
for  property,  Cook  ou  Corporations,  §§  IS,  24,  43-50,  423,  7(J(j;  see  also  notes 
Lo  I'orms  8  and  11,  supra. 

Form  27. 
CERTIFICATE  OF  IMPRESSION  OF  CORPORATE  SEAL. 

^Ve  the  undersigned.  President  and   Secretary  of    , 

a  corporation  existing  under  and  by  virtue  of  the  laws  of  the  State  of 

Colorado,  do  hereby  certify  that  at  a   meeting  held  on 

day  of ,  A.  D.  191.  .,  the  following 

was  adopted  as  the  corporate  seal  of  said  Company :  " " 

in  the  form  of  a  circle,  an  impression  of  which  is  hereto  attached,  and 
adopted  as  the  corporate  seal  of  said  corporation. 

In  Witness  Whereof,  We, ,  President,  and , 

Secretary,  have  hereunto  set  our  hands  and  the  seal  of  the  Company, 
this day  of ,  A.  D.  191.  . . 


President. 

Attest: 

[Seal] 

Secretary. 

STATE  OF  COLORADO,     ) 
County  of ( 

I,    ,  a  Notary  Public  in  and  for  said  County, 

in  the  State  aforesaid,  do  hereby  certify  that   who 

personally  known  to  me  to  be  the  person 

whose   name    subscribed   to   the   annexed   instrument, 

appeared  before  me  this  day  in  person  and  acknowledged  that 

signed,  sealed  and  delivered  the  said  instrument  of  writing  as 

free  and  voluntary  act  for  the  uses  and  purposes  therein  set  forth. 

Given  under  my  hand  and  notarial  seal  this day  of 

,  A.  D.  191... 

My  commission  expires ,  191 .. . 


Notary  Public. 
See  generally  as  to  the  law  concerning  corporate  seals,  Cook  on  Corpora- 
tions, §§  13,  721,  722;  Clark  &  M.,  Corp.,  §§  12,  48,  75,  192. 

Form  28. 
ANNUAL  REPORT— DOMESTIC  OR  FOREIGN. 

MISCELLANEOUS. 

The 

First.     Name  of  OflScers  and  their  several  places  of  business: 
President 

Residence    

Business    Address     

First   Vice-President 

Residence    

Business    Address    


STATE   FORMS.  51 

Second  Vice-President 

Residence    

Business    Address     

Third  Vice-President    

Residence    

Business    Address     

Fourth  Vice-President   

Residence    

Business    Address     

Secretary  

Residence    

Business    Address     

Treasurer    

Residence    

Business    Address     

Manager  or  Superintendent    

Residence    

Business    Address     

Second.     Names  of  Directors  or  Trustees,  with  the  residence  and  busi- 
ness address  of  each : 

Third.     Total  amount  of  capital  stock  as  fixed  and  detei mined  by  arti- 
cles of  incorporation  and  amendments  thereto    

Amount  of  original  capital  stock 

Amount  of  increased  capital  stock,  if  any   

Date  of  amendment  to   increase  capital  stock    

Fourth.     The  proportion  of  said  stock  actually  paid  in 

Fifth.     Setting  forth  how  the  same  was  paid: 

Amount  in  cash  

Amount  by  purchase  of  property  

Amount  otherwise   

Sixth.     Amount  of  indebtedness  at  date  of  filing  this  report   

Seventh.     State  whether  or  not  engaged  in  actual  operation  within  the 

State  of  Colorado :    

Eighth.     Such  other  information  as  will  show  with  reasonable  fullness 
and  certainty  the  condition  of  real  and  personal  property,  and  the  financial 

condition  of  your  company  at  the  date  of  filing  this  report 

In  "Witness  Whereof,  The  President  of  the  said  corporation  has  hereunto 

set  his  hand  and  caused  the  corporate  seal,  to  be  affixed  this 

dav  of  ,  A.  D.  191... 


[Seal]  President. 

Attest :    

Secretary. 

STATE  OF  COLORADO,     ) 

/  ss  ■ 
County  of  ^ 

Before  me    ^  Xotary  Public  in  and  for  said 

County  and  State,  personally  appeared    ,  President, 

and   1  Secretary  of  The   , 

personally  known  to  me  to  be  the  persons  whose  names  are  subscribed  to 

the  foregoing  annual  report  of  said  corporation,  who  each  being  first  duly 

sworn,  upon  his  oath  deposes  and  says,  each  for  himself  and  not  one  for 


52   CORPORATION  FORMS  AND  PRECEDENTS. 

the  other,  that  they  are  the  President  and  Secretary,  respectively,  of  the  said 

The ,  and  that  the  facts  thus  set  forth  in  said 

annual  report  are  true,  full  and  complete,  and  that  they  as  such  President 
and  Secretary,  respectively,  of  the  said  corporation,  made,  signed  and 
delivered  the  said  annual  report  in  compliance  with  the  statute  in  such 
case  made  and  provided. 

President. 

[Seal]  Secretary. 

Subscribed  and  sworn  to  before  me  this   day  of 

,  A.  D.  191... 

My  commission  expires ,  A.  D.  191. . . 

[Seal]  Notary  Public. 

Form  29. 

FOREIGN  CORPORATIONS— CERTIFICATE  OF  BUSINESS 

AND  AGENT. 

Know  all  Men  by  these  Presents :      That  we,   , 

President,  and ,  Secretary,  of  The , 

a  corporation  duly  organized  under  and  by  virtue  of  the  laws  of  the  State 

of    ,   do   hereby   certify   that   the   principal   place 

where  the  business  of  said  corporation  is  to  be  carried  on  in  the  State  of 

Colorado,  is  the  County  of   ,  and  we  hereby  designate, 

constitute  and  appoint    ,  residing  in  the   city 

of  ,  County  of  ,  and  State  afore- 
said, the  duly  authorized  agent  of  said  corporation,  upon  whom  process 
may  be  served,  pursuant  to  the  Statute  in  such  case  made  and  provided. 

Given   under   our  hands   and   the   seal   of  the   said   corporation   at   their 

oflSce  in   and  State  of   on  this 

day  of ,  A.  D.  19 


President. 
[Corporate  Seal] 


Secretary. 

STATE  OF   

County   of    

I,  ,  a  Notary  Public  within  and  for  the  County 

and  State  aforesaid,  do  hereby  certify  that  , 

J'resident  and   ,  Secretary,  of  The 

,  who  are   personally  known   to 

me  to  be  the  persons  who  subscribed  the  above  and  foregoing  instrument 
in  writing,  appeared  before  me  this  day  in  person,  and  acknowledged  that 
they  signed,  sealed  and  delivered  the  same  as  their  free  and  voluntary  act 
and  deed,  for  the  uses  and  purposes  therein  set  forth, 


STATE  FORMS.  53 

Given  under  my  hand  and  Notarial  Seal,  this  day  of 

A.  D.   19 

My  commission  expires  A.  D.  19 ... . 


Notary  Public. 
See  generally  Took  on  Corporations,  §§  696-700;  Clark  &  M.,  Corp.  §g  834- 
865.  See  also  the  following  cases:  llerman  Bros.  Co.  v.  Nasiacos,  4<)  Col. 
208;  International  Trust  Co.  v.  Lescher  &  Sons  Kope  Co.,  41  Col.  299; 
Butler  Bros.  Shoe  Co.  v.  United  States  Rubber  Co.,  156  Fed.  1;  Iron 
Silver  Min.  Co.  v.  Cowie,  31  Col.  450;  Miller  v.  Williams,  27  Col.  34; 
Fraser  v.   Mines  Leasing  Co.,   16   Col.   App.   444. 


54        CORPORATION  FORMS  AND  PRECEDENTS. 


CONNECTICUT. 

Form  30. 
CERTIFICATE  OF  INCORPORATION. 

We,  the  subscribers,  certify  that  we  do  hereby  associate  ourselves  as  a 
body  politic  and  corporate  under  the  statute  laws  of  the  State  of  Con- 
necticut; and  we  further  certify: 

First.     That  the  name  of  the  corporation  is    (a)   The    

Company,    Corporation,    (b)    Incorporated. 

Second.  That  said  corporation  is  to  be  located  in  the  town  of 
,  in  the  State  of  Connecticut. 

Third.  That  the  nature  of  the  business  to  be  transacted  and  the  pur- 
poses to  be  promoted  or  carried  out,  by  said  corporation,  are  as  follows: 

Fourth.     That  the  amount  of  the  capital  stock  of  said  corporation  hereby 

authorized  is    dollars,   divided  into 

shares  of  the  par  value  of  

dollars  each,  which  stock  shall  be  divided  into  classes  as  follows: 

Fifth.      That   the   amount   of  capital   stock  with  which   this   corporation 

shall   commence   business   is    dollars. 

Sixth.     That  the  duration  of  said  corporation  is  unlimited. 

Seventh 

Signatures   of  Incorporators. 

Name.  Eesidence. 

of State  of 

of State  of 

of State  of 

Dated  at ,  this day  of 

STATE    OF    ] 

County  of   (' 

,  personally  appeared , , 

and    ,   being   all   of   the  incorporators   of   The 

and  made  solemn  oath  to  the  truth  of  the 

foregoing  certificate  by  them  respectively  subscribed,  before  me. 


Notary  Public. 
Justice  of  the  Peace.* 
See  generally  notes  to  Forms  1,  5,  8  and  11,  supra. 

See  also  Daughters  of  Isabella  v.  National  Order,  8.3  Conn.  679;  S.  O, 
&  C.  Co.  V.  Ansonia  Water  Co.,  83  Conn.  611;  Sehoefield  Gear  and  Pulley 
Co.    V.    Sehoefield,    71    Conn.    1. 

Form  31. 
CERTIFICATE  OF  ORGANIZATION. 

The  undersigned,  a  majority  of  the  directors  of  The    

located   in   the  town   of    


hereby  certify  as  follows : 

•(Strike   out   whichever   of   these   official   designations   does   not   apply.) 


STATE  FORMS.  55 

First.     That  the  amount  of  the  authorized  capital  stock  RuljBcriV>ed  for 

ig   shares,  of   dollars 

each,  being  shares  of  preferred  stock  and 

shares    of    common    stock,    amounting    to 

dollars,  and  being   not  less   than   the   full  amount 

of  dollars,  with  which  the  incorporators  in 

the  certificate  of  incorporation  stated  the  company   would   begin  business. 

Second.     That  the  amount  pai<l  thereon  in  cash  is   

dollars. 

Third.  That  the  amount  paid  thereon  in  property  other  than  cash  is 
dollars. 

Fourth.     That   dollars  has  been  paid  upon  each 

share   subscribed   for   except    shares,   upon 

■vyhich    dollars  only  has   been   paid. 

Fifth.  That  the  name,  residence  and  address  of  each  of  the  original 
subscribers  to  said  stock,  with  the  number  and  class  of  shares  subscribed 
for  by  each  are  as  follows: 

No.  of       No.  of 
Shares       Shares 

Name.  Eesidence.  P.  O.  Address.       Preferred.Common. 


Sixth.  That  the  directors  and  officers  of  said  corporation  have  been 
duly  elected,  and  that  its  by-laws  have  been  adopted. 

Seventh.  The  name,  residence  and  post  office  address  of  each  of  the 
officers  and  directors  of  said  corporation  are  as  follows: 

Name.  Eesidence.  P.  O.  Address. 


President     

Vice-President 

Trea.?urcr     

Asst.  Treasurer 

Secretary     

Asst.    Secretary 


Directors.  Residence.  P.  0.  Addre?s. 


Eighth.     The  location  of  its  principal  office  in  this  State  is  No , 

Street,    ,  and  the  name  of  the  agent  or  person 

in  charge  thereof  on  whom  process  against  it  may  be  served  is 

Dated  at   ,  this   day  of 

19   ... 


A  Majority  of  the  Directors. 


56   CORPORATION  FORMS  AND  PRECEDENTS. 


|ss:    19. 


STATE  OF  CONNECTICUT, 

County  of   

Personally   appeared    ,    ,    ,    and 

signers    of   the    foregoing   certificate   of    organization,    a    majority    of   the 

Directors  of  The   and  made  oath  to  the  truth  of  the 

same  before  me. 


Notary  Public. 
Justice    of    the    Peace.* 
See  generally  notes  to  Forms  1,  5,  8  and  11,  supra. 

See  generally  as  to  the  payment  for  stock  in  cash,  Cook  on  Corporations, 
§§  17,  32-42;  Clark  &  M.,  Corp.,  §§380-383.  As  to  the  payment  for  stock 
in  property,  see  Cook  on  Corporations,  §§18-24,  43-50,  423,  766;  Clark 
&  M.,  Corp.,  §§383-386.  See  also  Johnston  v.  Allis,  71  Conn.  207;  Stam- 
ford Trust  Co.  V.  Yale  &  Towue  Mfg.  Co.,  83  Conn,  43;  Butler  v.  Beach, 
82  Conn.  417. 

Form  32.  •' 

AMENDMENT  BEFORE  ORGANIZATION  OF 

CERTIFICATE  OF  INCORPORATION.  | 

We,  the  undersigned,  being  all  of  the  incorporators  of  The   

^   a  corporation   whose  certificate   of   incorporation  was 

filed  in  the  office  of  the  Secretary  of  this  State  on  the 

day   of    ,   19.  .  .  .    and  whose   certificate   of  organiza- 
tion has  not  yet  been  filed  in  said  office,  hereby  certify  that  paragraph 

of  said  certificate  has  been  amending  by  striking  out  • 

the  words  "    "  and  inserting  in  lieu  thereof,  the  words 

" "  so  that  said  paragraph  as  amended  shall  read 

as    follows :     

And  we  further  certify  that  such  amendment  has  been  approved  in 
writing  by  all  of  the  subscribers  to  the  capital  stock  of  said  corporation,t 
none  of  the  capital  stock  of  said  corporation  has  been  subscribed  for.f 

Dated  at   this    day  of 

,  19.... 


Incorporators. 
STATE  OF  CONNECTICUT,  ] 

County  of ( 

Personally  appeared   being  all  of 

the  incorporators   of  The    and  made   solemn 

oath  to  the  truth  of  the  foregoing  certificate  by  them  respectively  sub- 
scribed, before  me 


Notary    Public. 

Justice    of    the    Peace.* 
See  as  to  amendment  of  charter,  notes  to  Form  10,  supra. 
See  also  Perkins  v.  Coffin,  84  Conn.  275. 

•f Strike  out  whichever  of  these  official  designations  does  not  apply.) 
t( Strike  out  whichever  of  these  clauses  does  not  apply.) 


STATE  FORMS.  57 

Form  33. 
CERTIFICATE  OF  INCREASE  OF  CAPITAL  STOCK. 

We,  the  undersigned,  a  majority  of  the  directors  of  The 

,  a  corporation  organized  under  the  statute  lawts  of 

the  State  of  Connecticut,  and  located  in  the  town  of  

in   said   State, 

Hereby  Certify,  That  at  a  meeting  of  the  stockholders  of  said  corpora- 
tion duly  called  and  held  for  that  purpose  at   in 

said  State,  on  the  day  of ,  19 .... ,  the 

authorized  capital  stock  of  said  corporation  was  increased  from  the  sum 

of   dollars  to  the  sum  of   

dollars,  and  the  number  of  shares  of  the  capital  stock  was  proportionately 

increased   from   the   number   of    shares   preferred  and 

shares  common,  to  the  number  of   

shares  preferred,  and    shares   common,   each  share   of 

the  par  value  of    dollars,  by  a  resolution 

duly  adopted  l)y  a  vote  of  (more  than)  two-thirds  of  all  the  outstanding 
stock  of  each  class,  of  which  resolution  the  following  is  a  copy:   

Dated  at  ,  this day  of 

19.... 


A   majority   of   the   Directors. 
STATE  OF  CONNECTICUT,  ) 

County  of   (      '  ,  19 .  . .  . 

Personally    appeared    ,   a    majority    of   the 

directors  of  The • and  made  oath  to  the  truth  of 

the  foregoing  certificate,  by  them  signed,  before  me. 


Notary  Public. 
Justice    of    the    Peace.* 
See  generally  as  to  increase  of  capital  stock,  Cook  on  Corporations,  §§  279- 
298;  Clark  &  M.,  Corp.,  §§405-412,  and  notes  to  Form  20.  supra. 
See   also   Barrows   v.    Natchaug   Silk    Co.,    72    Conn.    658. 

Form  34. 

CERTIFICATE  OF  ISSUE  OF  ADDITIONAL  SHARES  OF 
CAPITAL  STOCK. 

The  undersigned,  a  majority  of  (be  directors  of  The   

,    a    corporation    organized    under    the 

statute  laws  of  the  State  of  Connecticut,  and  located  in  the  town  of 
,  in  said  State. 

Hereby  Certify,  that  at  a  meeting  of  the  stockholders  of  said  corpora- 
tion  duly   warned    for   that   purpose   and   held   at    ,   in 

said  State,  on  the   day  of  19 , 

the  directors  were  empowered  to  issue    shares  of  the 

•(Strike   out    whichever   of   these   official   designations   does   not    apply) 


58   CORPORATION  FORMS  AND  PRECEDENTS. 

unissued  authorized  capital  stock  of  said  corporation,  and  at  a  meeting  of 

said   directors  held    on   the    day    of    

19....,  it  "was  voted  to  issue  said  shares,  thereby  making  the  outstanding 
stock   dollars,  and  wo  further  certify : 

First.     That  the  amount  of  said  additional  shares  issued  is 

dollars,  divided  into  shares  of  preferred 

stock,  and   shares  of  common  stock,  each  share  of 

the  par  value  of    dollars. 

Second.     That  the  amount  paid  thereon  iu  cash  is  

dollars. 

Third.  That  the  amount  paid  thereon  in  property  other  thau  cash  is 
dollars. 

Fourth.  That    dollars  has   been   paid   on 

each  of  said  shares  except shares,  upon  which 

dollars  only  has  been  paid. 

Fifth.  That  the  name,  residence  and  address  of  each  of  the  subscribers 
to  said  stock  with  the  number  and  class  of  shares  subscribed  for  by  each 
are  as  follows: 

No.  of  Shares     No.  of  Shares 
Name.  Residence.  of  Preferred,     of  Common. 


Dated  at ,  this day  of   ,  19 . 


A  Majority  of  the  Directors. 
STATE  OF  CONNECTICUT, 


County  of '' 

Personally  appeared 

,   a   majority   of   the   directors   of   The 

and  made  oath  to  the 

truth  of  the  foregoing  certificate  by  them  signed,  before  me. 


Notary  Public. 
.     Justice    of    the    Peace.* 
See  note  to  preceding  form.     See  also  as  to  the  right  to  subscribe  for 
additional   shares   of  capital   stock.   Cook   on   Corporations,   §  70j    Clark   & 
M.,  Corp.,  §§  405-410. 

Form  35. 
CERTIFICATE  OF  REDUCTION  OF  CAPITAL  STOCK. 

We,  the  undersigned,  a  majority  of  the  directors  of  The 


.,  a  corporation  organi?ed  under  the  statute  laws 

of  the  State  of  Connecticut,  and  located  in  the  town  of , 

in  said  State, 

*  (Strike  out  whichever   of   these  oiScial   designations   docs  not  apply.) 


STATE  FORMS.  5y 

Hereby  Certify,  that  at  a  meeting  of  the  stockholders  of  said  corporation 

apeeially  warned  for  that  purpose,  and  held  ^t  ,  iu 

said  State  on  the   day  of    ,   ly.  .  .  .,  the 

authoriiod  cajiital  stock  of  said  corporation  was  reduced  from  the  sum  of 

dollars  to  the  sum  of   

dollars,  aii<l  the  nunilx-r  of  shares  of  the  capital  stock  was  proportionately 

decreased   from    shares  preferred  and    

shares  common,  to    shares  preferred  and    

shares  common,   (the  par  value  of  the  shares  was  proportionately  decreased 

from dollars  per  share  to 

dollars  per  sharp),  by  a  rescdution  atiopted  at  said  meeting  by  a  two  thirds 
vote  of  all  the  outstanding  stock  of  each  class,  a  copy  of  which  resolution 
is  as   follows :    

And  we  do  further  certify  that  the  records  of  the  corporation  contaiu 
a  complete  list  of  all  the  stockholders  who  voted  iu  favor  of  said  resolution 
to  reduce  the  capital  stock. 

Dated  at this day  of ,  19 


A  majority  of  the  Directors. 

STATE    OF    CONNECTICUT,! 

County   of    j^^"  ,19.... 

Personally   appeared    ,  a   majority  of  the  directors 

of  The    and   made  oath   to   the   truth   of 

the   foregoing  certificate,  by  them  signed,  before  me. 


Notary    Public. 

Justice    of    the    Peace.* 
See   generally   as   to   reduction    of   capital   stock.   Cook   on   Corporations, 
§8  279-298;  Clark  &  M.,  Corp.,  §407-412.     See  also  Ecker  v.  Kentucky  Ref. 
Co.,    144   Ky.   264. 

Form  36. 
CERTIFICATE   OF  CHANGE   OF  LOCATION. 

"We,  the  undersigned,  a  majority  of  the   directors  of  The    

,  a  corporation  organiicd  under  the  statute  laws  of  the 

State  of  Connecticut,  and  located  in  the  town  of ,  in  said 

State, 

Hereby  Certify,  that  at  a  meeting  of  the  stockholders  of  said  corpora- 
tion, duly  called  for  that  purpose,  and  held  at  ,  on 

the   day  of   ,  19 ,  the  location  of 

said  corporation  was  changed  from  the  town  of aforesaid 

to  the  town  of   in  paid   State  by  a  resolution 

adopted   by  the  stockholders  at    said   meeting  by   a  vote  of    (more   than) 

*  (Strike  out   whichever   of   these   oflicial   designations   does  not   apply.) 


60   CORPORATION  FORMS  AND  PRECEDENTS. 

two-thirds  of  all  the  outstanding  stock  of  each  class,  of  which  resolution 

the  following   is   a  copy :    

Dated  at   ,  this   day  of ,  19.  . .  . 


A  majority  of  the  Directors. 

STATE  OF  CONNECTICUT,  I 

County    of    j^^"  19.... 

Personally  appeared   ,  being  a  majority  of  the 

directors  of  The    and  made  oath   to   the  truth   of 

the  foregoing  certificate  by  them  signed,  before  me, 


Notary   Public. 

Justice    of    the    Peace.* 
See   generally   as   to   the   location   of   the   principal  office   of  a   corpora- 
tion, Cook  on  Corporations,  §§1,  237-240;  Clark  &  M.,  Corp.,  §  75.     See  also 
note  to  Form  1,  supra. 

Form  37. 
CERTIFICATE  OF  CHANGE  OF  NAME. 

We,  the  undersigned,  a  majority  of  the  directors  of  The 

,   a   corporation    organized   under   the   statute   laws    of   the 

State  of  Connecticut,  and  located  in  the  town  of   in 

said  State, 

Hereby  Certify,  that  at  a  meeting  of  the  stockholders  of  said  corpora- 
tion duly  called  for  that  purpose  and  held  at    on  the 

day   of    ,   19 .... ,  the   name   of  said 

corporation  was  changed  from  The    to 

The   by  a  resolution  adopted  by  the 

stockholders  at  said  meeting,  by  a  vote  of  (more  than)  two-thirds  of  all 
the  outstanding  stock  of  each  class,  of  which  resolution  the  following  is 
a  copy: 

Dated  at this day  of ,  19 .  . . . 


ss:  19.... 


A  majority  of  the  Directors 
STATE  OF  CONNECTICUT, 

County   of    

Personally   appeared    '. being   a   majority   of  the 

directors  of   The    and   made   oath   to  the   truth 

of  the  foregoing  certificate  by  them  signed,  before  me, 


Notary  Public. 
Justice    of    the    Peace.* 
See  generally  Cook  on  Corporations,  §  15 ;  Clark  &  M.,  Corp.,  §  55.     See 
also  note  to  Form  1,  supra. 

*  (Strike  out  whichever   of   these   official  designations   does  not  apply.) 


STATE  FORMS.  61 

Form  38. 

PRELIMINARY  CERTIFICATE  OF  DISSOLUTION  BY 
AGREEMENT  OF  STOCKHOLDERS. 

We,  the  undcrsigiicil,  a  majority  of  the  liirt'i-tors  of  The    

,   a   corporation   organised   under   the  statute   laws    jf 

the  state  of  Couiiectieut,  and   located  in  the  town  of   , 

county  of   in  said  state, 

Hereby   Certify,  that  every   stockholder   of  said   corporation   has   signed 
and    acknowledged    an    agreement    that    the    corporate    existence    of    such 

corporation  shall  be  terminated,  which  instrument  is  dated  the   

day  of  ,  19 ...  . 

All  claims  of  said  corporation  may  be  sent  to    

P.  O.  Address 

Dated  at this day  of ,  19 ...  . 


A  majority  of  the  Directors. 
STATE  OF  CONNECTICUT,] 


County    of    j^^*  19.... 

Personally  appeared    ,  being  a   majority  of   the 

directors  of  The   and  made  oath  to  the  truth  of  the 

foregoing   certificate,   by   them    signed,   before   me, 


Notary  Public. 

Justice    of    the    Peace.* 

See  generally  as  to  the  dissolution  of  Corporations,  Cook  on  Corpora- 
tions,  §§628-642;   Clark  &  M.,  Corp.,   §§302-311. 

Form  39. 

PRELIMINARY  CERTIFICATE  OF  DISSOLUTION  BY 
VOTE  OF  STOCKHOLDERS. 

We,  the  undersigned,  a  majority  of  the  directors  of  The   , 

a  corporation  organized  under  the  statute  laws  of  the  State  of  Connecticut, 

and  located  in  the  town  of   ,  county  of   

in  said  state, 

Hereby  Certify,  that  at  a  meeting  of  the  directors  of  said  corporation. 

held  at on  the  day  of , 

19,...,  it  was  voted  to  terminate  its   corporate  existence. 

That  a  special  meeting  of  the  stockholders  was  forthwith  called  to  be 

held  thirty  days  thereafter,  to  wit :   on  the day  of   , 

19.... 

That  the  call  for  said  meeting  contained  a  copy  of  said  vote,  and  was 
published  four  times,  once  during  each  week  preceding  such  meeting,  in 
the  a  newspaper  published  in and  having 

*  (Strike   out   whichever   of   these   official    designations   does   not    apply.) 


62   CORPORATION  FORMS  AND  PRECEDENTS. 

a  circulation  in  the  town  where  said  corporation  is  located,  and  a  copy 
thereof  was  sent  by  mail  to  the  last  known  address  of  each  stockholder. 

At  said  stockholders'  meeting,  there  being  represented  in  person  or  by 
proxy shares  of  common  stock  and shares  of  pre- 
ferred stock,  it  was  voted  to  confirm  said  vote  to  the  directors,  the  number 

of  shares   of   common   stock   voting   therefor   being    ,   and 

the  number  of  shares  of  preferred  stock  voting  therefor  being 

and  each  being  three-fourths  or  more  of  the  whole  of  each  class  of  stock. 

All  claims  against  said  corporation  may  be  sent  to    

Dated  at this day  of ,19 


A  majority  of  the  Directors. 

STATE    OF    CONNECTICUT,)  ,. 

„        .         n  ss:  ,  ly.  • 

County   of    ] 

Personally   appeared    being^  a   majority   of  the 

directors  of  The   and  made  oath  to  the  truth 

of  the  foregoing  certificate  by  them  signed,  before  me, 


Notary    Public. 
Justice    of    the    Peace.* 
See  generally  as  to  the  dissolution  of  corporations,  Cook  on  Corporations, 
§§628-642;  Clark  &  M.,  Corp.,  §§302-334. 

Form  40, 
FINAL  CERTIFICATE  OF  DISSOLUTION. 

We,  the  undersigned,  a  majority  of  the  directors  of  The   

,   a   corporation    organised   under   the   statute   laws    of   the 

state  of  Connecticut,  and  located  in  the  town  of in  said 

state,  acting  herein  as  trustees  to  close  up  the  business  of  said  corporation 
under  the  provisions  of  said  statute  laws. 

Hereby  Certify,  that  we  have  completed  our  duties  as  prescribed  by 
sections  30-34  of  "An  Act  Concerning  Corporations,"  being  chapter  194 
of  the  public  acts  of  1903,  in  winding  up  the  affairs  of  said  corporation, 
and  have  sold  or  collected  all  of  its  assets,  and  have  distributed  the  same 
in  the  manner  following: 

Dated  at this day  of ,19 


A  majority  of  the   Directors, 
acting  as  Trustees. 


(Strike  out   whichever   of  these   ofiQcial   designations   does  not  apply. 


STATE  FORMS.  63 

STATE    OF    CONNECTICUT,  I 

County   of    \^^-  ,  W- . 

Personally   apiii-aiod    being  a  majority   of   the 

directors,   acting   as   trustees,   of   The    ,   and   mace 

oath  to  the  truth  of  the  foregoing  certificate  by  them  signed,  before  me. 


Notary  Public. 

Justice  of    the    Peace.* 

See  goiiprallv  as  to  the  dissolution  of  corporations.  Cook  on  Corpora- 
tions, §§  G28-C42;  Clark  &  M.,  Corp.,  §§  302-334. 

Form  41. 
CERTIFICATE  OF  CONSOLIDATION  OR  MERGER. 

We,  the  undersigned,  a  majority  of  the  directors  of  each  of  the  following 
named  corporations  organized  under  the  statute  laws  of  the  State  of  Con- 
necticut, to  wit: 

The located  in  the  town  of ,     The 

located  in  the  town  of ,  The located  in  the  town 

of ,  all  in  the  State  of  Connecticut,  for  the  purpose  of  effecting 

a  consolidation  and  merger  of  the  above-named  corporations  under  and  by 
virtue  of  the  provisions  of  the  statute  laws  of  said  state,  said  corporations 
being  engaged  in  business  of  the  same  or  a  similar  nature,  hereby  enter 
into  an  agreement  as  follows: 

And  we  further  agree: 

First.     That  the  name  of  the  consolidated  corporation  shall  be 

Second.  That  the  following  are  the  names  and  places  of  residence  of 
all  of  its  first  directors: 

Name.  Residence. 

Third.  That  said  corporation  and  its  principal  office  or  place  of  busi- 
ness is  to  be  located  in  the  town  of in  the  State  of  Connecticut. 

Fourth.  That  the  nature  of  the  business  to  be  transacted,  and  the  pur- 
poses to  be  promoted  or  carried  out,  by  said  corporation,  are  as  fol- 
lows :     •  • 

Fifth.  That  the  combined  capital  stock  of  the  corporations  hereby  con- 
solidating is    dollars,  and  the  amount  of  the  capital  stock 

of  said  consolidated  corporation  hereby  authorized  is dollars, 

divided  into   shares  of  common  stock  of  the  par  value  of 

dollars  each,  and  shares  of  preferred  stock  of  the 

par  value  of dollars  each,  the  nature  of  the  preference  of  the 

preferred  stock  being  as  follows :    

Sixth.     That  the  duration  of  said  corporation  is  uidimited. 

Seventh.  That  the  manner  of  converting' the  shares  of  capital  stock 
of  each  of  the  old  corporations  into  shares  of  the  capital  stock  of  the 
consolidated   corporation  is  as  follows:    

In  Witness  WTiereof,  we  have  hereunto  set  our  hands  and  attached  the 

•(Strike   out    whichever   of   these   official   designations    does   not   apply.) 


64   CORPORATION  FORMS  AND  PRECEDENTS. 

seals  of  the  several  corporations  at this  day  of 

,19.... 

[Seal] 


Directors  of 
[Seal] 


Directors  of 
[Seal] 


Directors  of 

STATE  OF  CONNECTICUT,  ) 
County  of J     *  • >    19.... 

I    ,  Secretary  of  The ,  a  corporation  organized 

under  the  statute  laws  of  the  State  of  Connecticut,  hereby  certify  that  the 

foregoing  agreement  was  on  the day  of ,  19.  .  .  ., 

submitted  to  the  stockholders  of  said  corporation  at  a  meeting  called  for 
the  purpose  of  conside'ring  the  same,  notice  thereof  having  been  given,  and 
publication  thereof  having  been  duly  made,  as  required  by  law,  and  that 
two-thirds  (or  more)  of  all  the  outstanding  stock  of  each  class  voted'  to 
approve  such  merger  and  consolidation. 

,  Secretary 

[Seal]  of  The 

STATE  OF  CONNECTICUT, 


County  of  '  ""^ "  ' 

I, ,  Secretary  of  The ,  a  corporation  organized 

under  the  statute  laws  of  the  State  of  Connecticut,  hereby  certify  that  the 

foregoing  agreement  was  on  the   day  of   ,  19. ., 

submitted  to  the  stockholders  of  said  corporation  at  a  meeting  called  for 
the  purpose  of  considering  the  same,  notice  thereof  having  been  given,  and 
publication  thereof  having  been  duly  made,  as  required  by  law,  and  that 
two-thirds  (or  more)  of  all  the  outstanding  stock  of  each  class  voted  to 
approve  such  merger  and  consolidation. 

[Seal]  ,  Secretary 

of  The 

STATE    OF    CONNECTICUT,) 

^       ,         „  Jss:  ,19 

County    of    ' .  •  J 

X     ,  Secretary  of  The ,  a  corporation  organized 

under  the  statute  laws  of  the  State  of  Connecticut,  hereby  certify  that  the 

foregoing  agreement  was  on  the day  of 19 .... , 

submitted  to  the  stockholders  of  said  corporation  at  a  meeting  called  for 

the  purpose  of  considering  the  same,  notice  thereof  having  been  given,  and 

publication  thereof  having  been  duly  made,  as  required  by  law,  and  that  two- 


STATE  FORMS.  65 

thirds   (or  moro)  of  all  the  oiitstandinfr  sto.-k  of  each  class  voted  to  approve 
Mich  merger  .iiid  conscdidation. 

[Seal]  Secretary 

of  The 

STATE    OF    CONNECTICUT,) 

County    of    i^^'  ,!'.•.... 

Personally  appeared ,  secretary  of  The and 

made  oath  to  the  truth  of  the  foregoing  certificate  by  him  signed,  before  me. 

Notary  Public. 

Justice   of   the  Peace. 

Commissioner  of  the  Supreme  Court.* 

STATE  OF  CONNECTICUT,) 

County    of    j^'^^         ,19.... 

Personally  appeared  ,  Secretary  of  The and 

made  oath  to  the  truth  of  the  foregoing  certificate  by  him  signed,  before  me. 

Notary  Public. 

Justice   of  the   Peace. 

Commissioner  of  the  Supreme  Court.* 

STATE  OF  CONNECTICUT,) 

County    of    r^'  '  ^^ ■  ■ 

Personally  appeared ,  Secretary  of  The and 

made  oath  to  the  truth  of  the  foregoing  certificate  by  him  signed,  before  me. 

Notary  Public. 

Justice  of  the  Peace. 
Commissioner  of  the  Supreme  Court.* 
See  generally  as  to  the  consolidation  or  merger  of  corporations,  Cook 
on  Corporations,  §§499,  631,  837,  892-897;  Clark  &  M.,  Corp.,  §§347-363. 
See  also  W.  Scheidel  Coil  Co.  v.  Eose,  242  111.  484;  Orrick  v.  Fidelity 
&  Deposit  Co..  113  Md.  239;  Mayfield  v.  Alton  Ry.,  Gas  &  Electric  Co., 
198  111.  528;  Jones  v.  Missouri- Edison  Electric  Co.,  144  Fed.  765;  Tanner 
V.  Lindell  Ry.  Co.,  180  Mo.  1;  Yazoo  &  M.  V.  R.  Co.  v.  Adams,  18o'  U.  S.  1. 

Form  42. 
ANNUAL  REPORT. 

We,   president,  and    treasurer,  of  The , 

a  corporation  organized  under  the  statute  laws  of  the  state  of  Connecticut 

and  located  in  the  town  of ,  in  said  state,  hereby  certify  as  of  the 

first  day  of  January,  19.  ., 

1.  That  the  name,  residence  and  post-office  address  of  each  of  its  officers 
and  directors  were  as  fellows: 

Name.  Residence.  P.   O.   Address. 

President, _ 

Vice-President,     

Treasurer,    

Asst.  Trea-surer, 

Secretary,    

Asst.  Secretary, 

Directors,     


(Strike  out  whichever  of  these  official  de.signations  do  not  apply.) 


66   CORPORATION  FORMS  AND  PRECEDENTS. 

2.  That  the  amount  of  its  outstanding  capital  stock  which  had  not  been 

paid  for  iu  full  was    dollars,  and  the  amount  due  thereon  was 

dollars. 

3.  The  location  of  its  principal  office  in  Connecticut  was  No 

Street, ,  and  the  name  of  the  agent  or  person  in 

cLarge  thereof  on  whom  process  against  it  may  be  served  is 

Dated  at "this day  of ,  19.  .. 

President. 

Treasurer. 

STATE  OF  CONNECTICUT, I 

County    of    j^^"  '  "^^ 

Personally  appeared president,  and   treasurer, 

of  The and  made  oath  to  the  truth  of  the  foregoing  certificate, 

by  them  signed,  before  me. 


.Notary   Public. 
Justice  of  the  Peace* 


Form  43. 
STATEMENT  BY  FOREIGN  CORPORATION. 

The   

In  accordance  with  the  provisions  of  an  act  of  the  General  Assembly  of 
the   state   of  Connecticut,   entitled   "An   Act   concerning  the   formation   of 

corporations,"  being  chapter  157  of  the  public  acts  of  1901,  The , 

a  corporation  organized  under  the  laws  of  the  State  of ,  does 

hereby  certify  and  set  forth: 

First.  That  the  paper  hereto  attached  is  a  true  and  correct  copy  of  its 
charter  or  certificate  of  organization  filed  with  the  Secretary  of  State  of 

the   state   of   ,  and   properly  certified   by  the   said 

secretary. 

Second.     The  total  amount  of  capital  stock  said  company  is  authorized 

to    issue    is    dollars,    and    the    amount    actually    paid    in    is 

dollars,  of  which  amount dollars  has  been  paid 

in  in  cash,  and dollars  has  been  paid  as  follows :   

Third.  The  character  of  the  business  which  said  corporation  is  to  transact 
in    this    state    is     

Dated  at .,  this day  of 

,  19.. 

President, 

Treasurer. 


A  Majority  of  the  Directors. 
*  (Strike  out  whichever  of  these  official  designations  does  not  apply.) 


STATE  FORMS.  67 

STATE  OF   


County  of 

Personally   appciiieil,    ,   President, 

,    Treasurer,    ami    

,   a  majority   of   the 

directors  of  The   , 

and  made  oath  to  the  truth  of  the  foregoing  statement  by  them  subscribed, 
before  me, 

Notary  Public. 

See  generally  Cook  on  Corporations,  §§696-700;  Clark  &  M.,  Corp., 
§§  834-865. 

Form  44. 

APPOINTMENT    OF    ATTORNEY    BY   FOREIGN 
CORPORATION. 

Know  all  men  by  these  presents,  that  ,  a  corporation 

duly  organized  under  the  laws  of  the  state  of ,  and  located  and 

doing  business  at ,  acting  herein  by  its duly 

authorized  thereunto,  by  these  presents  makes,  ordains,  constitutes,  and  ap- 
points the  secretary  of  the  state  of  Connecticut,  and  his  successor  in  oflBce, 
its  true  and  lawful  attorney,  upon  whom  all  lawful  process  in  any  action  or 
proceeding  against  the  said  corporation,  in  the  State  of  Connecticut,  includ- 
ing the  process  of  foreign  attachment,  may  be  served. 

And  said  corporation  hereby  agrees  that  any  lawful  process  against  it 
which  is  served  on  said  attorney,  shall  be  of  the  same  legal  force  and 
validity  as  if  served  ou  the  corporation,  and  that  said  appointment  shall 
continue  in  force  as  long  as  any  liability  remains  outstanding  against  it  in 
this  state. 

In  Witness  Whereof,  the  said  corporation  has  caused  its  corporate  name 

and  seal  to  be  hereto  affixed  by*   

its*   thereunto  duly  authorized  this 

day  of ,  19.. 


STATE    OF    )  ^g 

County  of  j      ' 

Personally    appeared*     of    said 

corporation,  signer  and  sealer  of  the  above  instrument,  he  being  thereunto 
duly  authorized  by  the  corporation  above  named,  and  acknowledged  the 
same  to  be  his  free  act  and  deed,  and  the  free  act  and  deed  of  said  corpora- 
tion, before  me. 

. .  r Notary  Public. 

Fee  for  recording  in  secretary's  office,  $1.00. 

See  as  to  the  service  of  process  on  foreign  corporations.  Cook  on   Cor- 
porations, §758;  Ciark  &  M.,  Corp.,  §861. 

(•Insert  name  and  title  of  office.) 


68   CORPORATION  FORMS  AND  PRECEDENTS. 

Form  45. 
ANNUAL  REPORT— FOREIGN  CORPORATION. 

We,   ,  president,  and    ,  treasurer, 

of  The  a  corporation  organized  under  and  pursuant 

to  the  laws  of  the  State  of relating  to  corporations, 

and  having  its  principal  place  of  business  in  Connecticut  in  the  Town  of 

,  in  compliance  with  the  requirements  of  the  laws  of  the 

state  of  Connecticut,  hereby  certify,  as  of  the  first  day  of  (January.  .July), 
19.. 

1.     That  the  name,  residence  and  post-oflBce  address  of  each  of  its  officers 
and  directors  were  as  follows: 

President, 

Vice-President,     

Treasurer,    

Asst.  Treasurer, 

Secretary,    

Asst.   Secretary, 

Directors :    


2.  That  the  amount  of  its  outstanding  capital  stock  which  had  not  been 

paid  for  in  full  was   dollars,  and  the  amount  due  thereon 

was  . . '. dollars. 

3.  The  location  of  its  principal  office  in  Connecticut  was  No 

Street,   

Dated  at ,  this day  of 19.  . 

• President. 

Treasurer. 

STATE    OF )  -„ 

^       .        -  >ss:         ,   ly.- 

County  of   \ 

Personally  appeared president,  and 

treasurer,  of  The  ■  ■  ■  ■,  and 

made  oath  to  the  truth  of  the  foregoing  certificate,  by  them  signed,  before 

me, 

Notary  Public. 


STATE  FORMS.  »9 

DELAWARE. 

Form  46. 

CERTIFICATE  OF  INCORPORATION  OF 

COMPANY. 

First.     The  name  of  this  corporation  is   

Second.     The  location  of  its  principal  office  in  the  State  of  Delaware  is 

in  the  City  of  ,  County  of  The  name  of 

the  Agent  in  charge  tliereof  is   

Third.  The  nature  of  the  business  and  the  objects  and  purposes  proposed 
to  be  transacted,  promoted  or  carried  on  by  this  corporation  are  to  do  any 
or  all  of  the  things  herein  mentioned  as  fully  and  to  the  same  extent  as 
natural  persons  might  or  could  do,  and  in  any  part  of  the  world,  viz: 

(a)  (State  specific  objects  of  corporation.) 

(b)  To  manufacture,  purchase  or  otherwise  acquire,  to  hold,  own,  mort- 
gage, pledge,  sell,  assign  and  transfer,  or  otherwise  dispose  of,  to  invest, 
trade,  deal  in  and  deal  with  goods,  wares  and  merchandise  and  property  of 
every  class  and  description. 

(c)  To  acquire  and  undertake  all  or  any  part  of  the  business,  assets  and 
liabilities  of  any  person,  firm,  association  or  corporation. 

(dj  To  apply  for,  purchase  or  otherwise  acquire,  and  to  hold,  own,  use, 
operate  and  to  sell,  assign  or  to  otherwise  dispose  of,  to  grant  licenses  in 
respect  of,  or  otherwise  turn  to  account,  any  and  all  inventions,  improve- 
ments and  processes  used  in  connection  with  or  secured  under  letters  patent 
of  the  United  States  or  elsewhere,  or  otherwise,  and  with  a  view  to  the 
working  and  development  of  the  same,  to  carry  on  any  business,  whether 
manufacturing  or  otherwise,  which  the  corporation  may  think  calculated 
directly  or  indirectly  to  effectuate  these  objects.  >> 

(e)  To  enter  into,  perform  and  carry  out  contracts  of  every  kind  with 
any  person,  firm,  association  or  corporation,  and  without  limit  as  to  amount, 
to  draw,  make,  accept,  endorse,  discount,  execute  and  issue  promissory 
notes,  bills  of  exchange,  warrants,  bonds,  debentures  and  other  negotiable 
or  transferable  instruments.  ' 

The  foregoing  clauses  shall  be  construed  both  as  objects  and  powers; 
and  it  is  hereby  expressly  provided  that  the  foregoing  enumeration  of 
specific  powers  shall  not  be  held  to  limit  or  restrict  in  any  manner  the  powers 
of  this  corporation. 

In  General,  to  carry  on  any  other  business  in  connection  with  the  fore- 
going, whether  manufacturing  or  otherwise,  and  to  have  and  to  exercise  all 
the  powers  conferred  by  the  laws  of  Delaware  upon  corporations  formed 
ander  the  act  hereinafter  referred  to. 

Fourth.     The  total  authorized  capital  stock  of  this  corporation  is 

The  amount  of  the  capital  stock  with  which  this  corporation  will  com- 
mence business  is  the  sum  of   

Fifth.  The  names  and  places  of  residence  of  each  of  the  original  sub- 
scribers to  the  capital  stock  and  the  number  of  shares  subscribed  for  by  each 
are  as  follows: 


70   CORPORATION  FORMS  AND  PRECEDENTS. 

Name,  Eesidence.  No.  of  Shares. 


Sixth.     Tliis  corporation  is  to  have  perpetual  existence. 

Seventh.  The  private  property  of  the  stockholders  shall  not  be  subject 
to  the  payment  of  corporate  debts  to  any  extent  whatever. 

Eighth.  In  furtherance,  and  not  in  limitation  of  the  powers  conferred 
by  statute,  the  Board  of  Directors  are  expressly  authorized: 

To  make,  alter,  amend  and  rescind  the  By-Laws  of  this  corporation,  to 
fix  the  amount  to  be  reserved  as  working  capital,  to  authorize  and  cause 
to  be  executed  mortgages  and  liens  upon  the  real  and  personal  property 
of  this  corporation. 

From  time  to  time  to  determine  whether  and  to  what  extent,  and  at  what 
time  and  places  and  under  what  conditions  and  regulations,  the  accounts 
and  books  of  this  corporation,  (other  than  the  stock  ledger),  or  any  of  them, 
shall  be  open  to  the  inspection  of  the  stockholders;  and  no  stockholder  shall 
have  any  right  of  inspecting  any  account  or  book  or  document  of  this 
corporation,  except  as  conferred  by  statute  or  authorized  by  the  Directors, 
or  by  a  resolution  of  the  stockholders. 

If  the  By-Laws  so  provide,  to  designate  two  or  more  of  their  number  to 
constitute  an  Executive  Committee,  which  Committee  shall  for  the  time  being, 
as  provided  in  said  resolution  or  in  the  By-Laws  of  this  corporation,  have 
and  exercise  any  or  all  of  the  powers  of  the  Board  of  Directors  in  the  man- 
agement of  the  business  and  affairs  of  this  corporation,  and  have  power  to 
authorize  the  seal  of  this  corporation  to  be  affixed  to  all  papers  which  may 
require  it. 

Both  Stockholders  and  Directors  shall  have  power,  if  the  By-Laws  so  pro- 
vide, to  hold  their  meetings  either  within  or  without  the  State  of  Delaware, 
to  have  one  or  more  offices  in  addition  to  the  principal  office  in  Delaware, 
and  to  keep  the  books  of  this  corporation  (subject  to  the  provisions  of  the 
statute)  outside  of  the  State  of  Delaware  at  such  places  as  may  be  from 
time  to  time  designated  by  them. 

This  corporation  may  in  its  By-Laws  confer  powers  additional  to  the  fore- 
going upon  the  Directors,  in  addition  to  the  powers  and  authorities  expressly 
conferrea  upon  them  by  the  statute. 

This  corporation  reserves  the  right  to  amend,  alter,  change  or  repeal  any 
provision  contained  in  this  Certificate  of  Incorporation,  in  the  manner  now  or 
hereafter  prescribed  by  the  statute,  and  all  rights  conferred  on  stockholders 
herein  are  granted  subject  to  this  reservation. 

We,  the  undersigned,  being  each  of  the  original  subscribers  to  the  capital 
stock  hereinbefore  named  for  the  purpose  of  forming  a  corporation  to  do 
business  both  within  and  without  the  State  of  Delaware,  and  in  pursuance 
of  an  Act  of  the  Legislature  of  the  State  of  Delaware,  entitled,  "An  Act 
Providing  a  General  Corporation  Law,"  as  amended,  do  make  and  file  this 
certificate,  hereby  declaring  and  certifying  that  the  facts  herein  stated  are 

true,  and  accordingly  have  hereunto  set  our  hands  and  seals  this 

day  of ,  A.  D.  19 


STATE   P^ORMS.  71 

In  the  presence  of 

[SkalJ 

[SkalJ 

[SealJ 

[Seal] 

[.SealJ 

STATE    OF ) 

County   of    f     * 

lie  it  remembered  that  on  this day  of   A.  D. 

191 .  .  personally'  came  before  me ,  a  iSotary  Public 

for  the  State  of   

t 

parties  to  the  foregoing  Certilicate  of  Incorporation,  known  to  me  jjer- 
sonally  to  be  such,  and  severally  acknowledged  the  said  certificate  to  be 
the  act  and  deed  of  the  signers  respectively  and  that  the  facts  therein 
stated  are  truly  set  forth. 

Given  under  my  hand  and  seal  of  oflice  the  day  and  year  aforesaid. 


Notarj"   Public. 
See  generally  notes  to  Forms  1,  5,  8  and  11,  nupra.     See  also  Brookes  v. 
State    (Del.),   78  Atl,   790. 


Form  47. 
ANNUAL  REPORT. 


Report    of 


Date  of  Incorporation    

Officers.  Name.  Address.  Term  Expires. 


President,  . . . . 
Vice-President, 
Treasurer,  .  .  . 
Secretary,  .  .  .  . 
Directors,     . .  .  . 


Principal  Office  in  Delaware: — 

City  or  Town,   

Street  and   Number,    

Name   of  Agent   in   charge   upon  whom   service   of   process   may   be   made, 

Places  of  business  outside  of  Delaware: — 

Towns  or  Cities.  Streets  and   Numbers. 


Date  of  next  Annual  Meeting  of  Stockholders  for  tlie  election  of  Directors: 


ALL  THE   FOLLOWING   QUESTIONS   MUST   HK   .\NSWERED. 
1.     What  is  the  nature  of  the  business  of  your  corporation f 


72    CORPORATION  FORMS  AND  PRECEDENTS. 

2.  "What   is  the   amount    of  your   capital  stock   authorized?  $. 

3.  What  is  the  amount  of  your  capital  stock  actually  paid  in  I     $ 

4.  Is  your  corporation   engaged  in  manufacturing  or  mining? 

5.  If  so,  state  where,  A.     In  Delaware, 

City    or    Town, 
Street  and   Number, 
B.     In   other   places   state  where, 
City   or   Town, 
Street    and    Number. 

6.  What  is  the  amount  of  your  capital  stock   invested   in  manu- 
facturing or  mining  in  Delaware?  $ 

7.  What  is  the  amount  invested  in  Real  Estate  in  Delawai  e  i       v 

8.  Tax  annually?  -"^ 

9.  Is  more  than  50  per  cent  of  your   capital   stock   invested   in 
business  within  the  State  of  Delaware?  

10.  If  exempt  from  taxation,  state  the  reason  why  such  exemp- 
tion is  claimed.  

11.  Is  your  company  actively  engaged  in  business  at  the  present 

time,  or  if  not  when  was  business  suspended  ?  ...... 

On  this day   of A   D.   1^ .  . . , 

I,  the  undersigned,  do  hereby  certily  as 

(President  or  Treasurer) 

of  the  Company 

that  the   foregoing  return    is  correct   and   true. 

(L.  S.) 

Address 


,  Witness. 


(The  above  certificate  is  made  in  conformity  with  the  Act  of  March  10, 
1899,  and  all  Acts  amendatory  thereto,  which  provides  that  if  any  officer 
of  any  company  required  by  this  Act  to  make  a  return,  shall  in  such  return 
make  a  false  statement,  he  shall  be  deemed  guilty  of  perjury.) 

Form  48. 
APPLICATION  OF  FOREIGN  CORPORATION. 

To  the  Secretary  of  State  of  the  state  of  Delaware: 

The    Company,  a   corporation 

duly  organized  under  the  laws  of  the  state   

and  having  its  principal  office  and  place  of  business  at 

in  said  state  of ,  hereby  certifies  that  it  files 

herewith  a  certified  copy  of  its  charter  and  hereby  makes  application  to 
do  business  in  said  state  of  Delaware  and  further  certifies: 

That  it  has  appointed  and  hereby  designates   

,  a  resident  of in  the  County  of , 

vState  of  Delaware,  as  its  authorised  agent  in  the  state  of  Delaware  upon 
whom  sers-ice  of  process  may  be  had. 

That  the  assets  of  said  The    Company  ai  e 

dollars  ($....)  and  that  the  liabilities  thereof  are 

dollars    ($....). 

In  Witness   Whereof,  said   The    Company  has   caused 


STATE  FORMS.  73 

this   instrument   to   be   executed   by    its   oflieers   thereunto   duly   authorized, 

and  its  corporate  seal  to  be  hereto  affixed  this   day  of   19.  .  .  . 

(Corporate  Seal) 

Attest :  The   Company, 

By     ; 

Secretary.  President. 

STATE  OF    I 

County    of    \^^' 

Before  me,  a  Notary  Public  in  and  for  the  saiil  County  ami  State,  per- 
sonally appeared  ,  and  to  me  per- 
sonally known,  and   who  being  first  duly  sworn,  did  severally   depose  and 

say  that  they  are  the  president  and  secretary  respectively  of  The 

Company,   a   corporation,   and    that    the    facts   set    forth   in   the   foregoing 
statement  are  true. 


Witness  my  hand  and  notarial  seal  this day  of 

A.  D.  19....' 


Notary  Public. 
See  generally  Cook  on  Corporations,  §§  696-700;  Clark  &  M.,  Corp.,  §§  8.34- 
865.     See  as  to  service  of  process  on  foreign  corporations.  Cook  on  Corpo- 
rations, §758;   Clark  &  M.,  Corp.,  §861.     See  also  Model  Heating  Co.  v. 
Magarity,  75  Atl.   (Del.)   614. 


74        CORPORATION  FORMS  AND  PRECEDENTS. 

DISTRICT  OF  COLUMBIA. 

Form  49. 
ARTICLES  OF  INCORPORATION. 

Know  all  Men  by  These  Presents,  That  we,  the  undersigned,  a  majority 
of  whom  are  residents  of  the  District  of  Columbia,  do  hereby,  under  and 
pursuant  to  the  provisions  of  the  incorporation  laws  of  the  District  of 
Columbia,  as  provided  in  the  Code  of  Law  of  the  District  of  Columbia, 
associate  ourselves  together  as  a  body  corporate  and  hereby  certify: 

I.  The  corporate  name  of  this  corporation  shall  be   

II.  The  objects  for  which  this  corporation  is  formed  are 

III.  The  term  of  existence  of  this  corporation  shall  be   

IV.  The  amount  of  the  capital  stock  of  this  corporation  shall  be 

($....)    dollars  consisting  of   shares  of  the  par  value  of   

($....)  dollars  each. 

Y.  The  number  of  trustees  who  shall  manage  the  concerns  of  this  cor- 
poration for  the  first  year  or  until  their  successors  are  elected  shall  be 
and  their  names  and  residences  are  as  follows : 

Names.  Eesidences. 


VI.  The  place  in.  the  District  of  Columbia  in  which  the  operations  of 
this  corporation  are  to  be  carried  on  is  ,  and  the  princi- 
pal ofifice  of  this  corporation  shall  be  at  No St.  in  the  City  of 

In  Witness  "Whereof,  we  have  hereunto  affixed  our  signatures  and  seals 

this day  of A.  D.  19 

[ Seal] 

[Seal] 

[Seal] 

DISTEICT   OF   COLUMBIA,) 
City    of    Washington  ^^^• 

I    ,  a    in  and   for   the  District   aforesaid,   do 

hereby  certify  that   ,   ,   ,  parties  of 

the  foregoing  and  annexed  certificate  of  incorporation  of  the , 

bearing   date   on   the    day   of    ,   A.   D.    191..,  person- 
ally appeared  before  me  in  the  District  aforesaid,  the  said   , 

,    ,    being    personally    known    to    me    to    be    the 

persons  who  made  and  signed  the  said  certificate,  and  severally  acknowl- 
edged the  same  to  be  their  act  and  deed  for  the  purposes  therein  set  forth. 

Witness  my  hand  and  seal  this day  of 191 . . 


(Add  official  designation.) 
See  generally  notes  to  Forms  1,  5,  8  and  11,  supra. 


STATE  FOR.MS.  75 

Form  50. 
ANNUAL  REPORT. 

ANNUAL   RKPOKT    UK    TllK COMPANY. 

We,  the  i.iKloisijiiicd,  the  I'residpiit   and  a  majority  of  tlio  Hoard  of  Di- 
rectors  of   the    (Jomitany,   Incorporated,   of    \VaBhiu>{ton, 

D.  C,   do  hereby  certify   that   the  ca])ital   stocit  of   I  lie  Huid  corporation    is 

,   of   which    $ has   been    actually    paid    in,   and    that 

there  are   ,  .  .   existing  debts. 


President. 


Tnntees. 

I^    ,  President  of  the   Company,   In- 

cori'urated,  of  the  District  of  Columbia,  do  heret>y  swear  that  the  facts 
stated   in  the  above  certificate  are  true  to  the  best  of  my  knowledge  and 

belief. 

Subscribed    and   sworn    to   before   me,    a    Notary    Public,    in    ai:d    lor    the 
county  of this day  of ,  A.  U.  19.  .. 

[Seal]  Notary  Public, County. 

My  commission  expires   ,   19.  .  .  . 

Form  50a. 
CERTIFICATE  AS  TO  SUBSCRIPTION  OF  CAPITAL 

STOCK. 

DISTRICT  OF   COLUMBIA,  ss: 

\\q     ,  being  duly  sworn,  depoi^e  and  say 

that  we  have  e.xecuted  a  certain  certificate  of  incorpoiation  of  the 

,  pursuant  to  the  provisions  of  Sub-chapter 

iv  of  cii.  XVITI  of  the  Code  of  Law  for  the  Distiict  of  Colunil  ia;  that  all 
of  the  capital  stock  of  said  company  has  been  subscr'bed  for  in  goo  1  faith, 
as  appears  from  the  list  of  subscribers  thereto,  hereto  annexed,  which  as 
to  the  facts  therein  stated  are  true  and  bona  fide  in  all  resjiects;  that  not 
le^s   than   ten   per   cent   of   the   par  value   of   said   capital   stock    has   been 

actually  paid  in  cash,  and  that  the  money  derived  therefrom,  .$ , 

is  now  in  our   jiossessiou  as  the  first   board   of  trustees  of  said   company, 

having  been  deposited  by  us  in  the of  Washington,  D.  C, 

as  further  attested  by  the  annexed  affidavit  of  the of  the 

said 


Sul  Fcribed  and   sworn  to   before   me a   notary   public 

in   and    for    the    District    of    Columbia,   this    day    of 

,    19---- 


Notary  Public,  D.  C. 
DISTRICT  OF  COLUMBIA,  ss: 

I^     ,    of    the    of 

Washington,  D.   C,  being  duly  sworn,  depose  and  say  there  is  on   deposit 

jn    saiil    • ,   i"   cash,   the   sum   of   $ to 

the   credit   of    >   named   as   the   first   board 

of   trustees  of  said  company,   herein   above   mentioned,   about    to  be   incor- 
porated in  said  District. 

Subscribed  and  sworn  to  before  me,    a  notary  public 

in  and  for  the  District  of  Columbia,  this   .  .    day  of 

10 


Notary  i'ublic,  D.  C. 


76        CORPORATION  FORMS  AND  PRECEDENTS. 

FLORIDA. 

Form  51. 

NOTICE  OF  INTENTION  TO  APPLY  FOR  LETTERS 

PATENT. 

Notice  is  hereby  given  that  the  undersigned  will  apply  to  the  Honor- 
able   ,  Governor  of  the  State  of  Florida,  at  Tallahas- 
see, on  the  21st  day  of  February,  A.  D.  1911,  at o  'clock  ....  M., 

or  as  soon  thereafter  as  we  can  be  heard,  for  Letters  Patent  incorpor- 
ating under  the  following  proposed  charter,  the  original  of  which  is 
on  file  in  the  office  of  the  Secretary  of  the  State  of  the  State  of  Florida. 


Form  52. 
PROPOSED  CHARTER  OF 

We,  the  undersigned,  hereby  associate  ourselves  together  for  the  pur- 
pose of  becoming  a  corporation  under  the  laws  of  Florida  by  and  under 
the  provisions  of  the  statute  of  the  State  of  Florida  providing  for  the 
formation,  liabilities,  rights,  privileges  and  immunities  of  corporations  for 
profit. 

ARTICLE    1. 

The   name   of   this  corporation   shall   be    Its  business  shall 

be  carried  on  in  Jacksonville,  Duval  County,  Florida,  and  at  such  other 
points  in  the  State  of  Florida  and  in  the  United  States  and  foreign 
countries  as  may  be  from  time  to  time  authorized  by  its  Board  of  Direc- 
tors. 

ARTICLE    II. 

The  general  nature  of  the  business  to  be  conducted  and  carried  on  by 
this  corporation  is : 

(a)  To  buy,  sell,  exchange  and  deal  in  bonds  and  evidences  of  in- 
debtedness of  all  kinds  issued  by  governmental  authorities,  by  commer- 
cial or  industrial  corporations  or  private  individuals,  and  in  the  shares 
of  all  corporations  for  profit  and  in  the  securities  and  evidences  of 
indebtedness  of  all  kinds,  whether  negotiable  or  otherwise,  either  for  the 
account,  benefit  or  risk  of  this  corporation  or  upon  commission  or  upon 
a  profit  sharing  basis. 

(b)  To  act  as  brokers,  syndicate  managers  and  in  any  relation  proper 
and  expedient  in  placing  issues  of  bonds,  stocks  and  securities  of  any 
and  every  character;  to«act  as  agents  and  managers  for  reorganization 
purposes  and  to  committees  in  charge  thereof,  to  conduct  reorganizations 
of  corporate  properties  or  organize  corporations  for  the  account  of  itself  or 
others;  auid  to  be  fiscal  agents,  trustees  or  underwriters  in,  or  agents  for 


STATE   FORMS.  77 

any  of  the  classes  of  business  transactions  wherein  a  financial  interme- 
diary or  trustee  is  necessary,  beneficial  or  useful;  to  receive  compensa- 
tion for  all  services  which  it  may  render  in  the  performance  of  any  duties 
of  a  fiduciary  or  agency  character;  and  to  itself  become  interested  aa 
principal  and  become  the  beneficiary  as  such  in  any  financial  transaction 
wherein  it  desires  to  become  interested. 

(c)  To  become  Trustee  of  and  for  any  issue  of  bonds  or  form  of  evi- 
dence of  indebtedness  made  by  any  individual  or  corporation  and  to 
receive,  hold  and  apply  security  l)y  deed  of  trust  or  indenture  of  mort- 
gage or  otherwise  given  to  secure  the  payment  of  saiil  bonds  or  any 
other  obligations  in  the  nature  of  security  for  indebtedness,  either  by 
promissory  notes,  bonds,  debentures  or  suretyships  or  liabilities  of  a  sec- 
ondary character  wherein  this  corporation  may  agree  to  act  as  trustee; 
and  as  such  trustee  to  accept  all  such  documents  evidencing  the  security 
in  trust,  to  execute  all  of  the  provisions  thereof,  to  certify  and  deliver 
the  evidences  of  indebtedness  secured  thereby,  to  conduct  foreclosures 
and  generally  to  do  and  execute  each  act  proper  to  be  done  by  a  trustee 
under  any  such  form  of  transaction. 

(d)  To  deal  in  personal  property  of  every  character;  to  buy,  sell 
and  exchange  real  estate,  with  full  power  to  pledge,  mortgage  or  other- 
wise encumber  such   real  and  personal  property. 

(e)  Generally,  to  have  all  power  necessary,  needful  or  desiral)lc,  for 
the  full  and  complete  exercise  of  the  right  to  act  as  principal,  agent  and 
broker,  purchaser  or  trustee  in  any  form  in  the  acquisition,  disposition, 
encumbrance,  reorganization  or  sale  of  property  real  or  personal. 

ARTICLE   III. 

The  capital  stock  of  this  Company  shall  be  Twenty  Thousand  Dollars 
($20,000),  divided  into  two  hundred  (200)  shares  of  the  par  value  of 
One  Hundred  Dollars  ($100)  each,  payable  in  lawful  money  of  the  United 
States  or  in  property,  labor  or  services  at  a  just  valuation  to  be  fixed 
by  the  stockholders  or  by  the  Directors  of  the  Company  at  the  organiya- 
tion  meeting  had  after  the  granting  of  the  charter  herein  applied  for; 
and  which  capital  stock  shall  be  sold,  issued,  assigned  and  transferred 
only  in  accordance  with  such  by-laws  as  the  Company  may  from  time  to 
time  make,  change  or  alter,  with  a  lien  reserved  in  favor  of  the  Company 
upon  all  of  its  capital  stock  for  any  indebtedness  which  may,  at  any  time, 
be  due  by  the  holder  of  the  same  unto  the  Company,  and  which  shall  be 
a  lien  thereon  superior  to  all  other  liens  or  claims  of  every  character,  and 
all  assignments  or  transfers  of  stock  of  this  Company  shall  be  subject 
thereto. 

ARTICLE  IV. 

This  corporation  shall  have  perpetual  existence. 

ARTICLE  V. 

The  business  of  this  Company  shall  be  conducted  by  a  board  of  four 
Directors.  The  officers  of  the  Company  shall  be  a  President,  a  Vice 
President,  a  General  Manager,  a  Secretary  and  a  Treasurer,  who  shall  ail 


78    CORPORATION  FORMS  AND  PRECEDENTS. 

be   stockholders.      Until   the   first  annual   meeting   of  the   Company,  herein 
provided  for,  the  following  shall  be  the  ollicers  of  the  Company: 


President; 
Vice  President   and  General   Manager; 


JSecretary  and  Treasurer; 

The    directors    shall    be     ,     > 

and    

The  first  meeting  of  the  Company  shall  be  held  on  the   ....   day  of  

191.  ..,  at  the  office  of ,  on Street, 

in  the  City  of  Jacksonville,  Florida,  for  the  purpose  of  completing  the 
organization  of  the  Company  and  adopting  by-laws  and  transacting  all 
the  business  which  may  come  before  the  meeting. 

The  annual  meeting  of  the  stockholders  of  this  Company  shall  be  held 
on  the  Tuesday  after  the  second  Monday  in  January  of  each  and  every 
year,  beginning  with  the  year  1912. 

The  Board  of  Directors  shall  be  fixed  at  four,  and  from  this  mem- 
bership the  Board  of  Directors  shall  elect  a  President,  a  Vice  President, 
a  General  Manager,  a  Secretary  and  a  Treasurer.  The  offices  of  Vice 
President  and  General  Manager  may  be  held  by  the  same  Director,  and 
the  same  person  shall  be  eligible  to  hold  both  offices  of  Secretary  and 
Treasurer. 

ARTICLE  VI. 

The  highest  amount  of  indebtedness  or  liability  to  which  this  Com- 
pany at  any  time  can  subject  itself  shall  be  One  Million  Dollars 
($1,000,000.00). 

ARTICLE  VII. 

The  names  and  residences  of  the  incorporators  of  this  Company  and 
the  amount  of  capital  stock  subscribed  for  by  each  are  as  follows: 

,  Jacksonville,  Florida,  98  Shares. 

,  Jacksonville,  Florida,     2  Shares. 

,  Jacksonville,  Florida,     2  Shares. 

,  Jacksonville,  Florida,  98  Shares. 

In  Witness  Whereof,  We  have  hereunto  set  our  hands  and  seals  this 
day  of ,  A.  D.  19 

Witness : 


STATE    OF    FLORIDA,     | 
County    of    ^ ' 

I   Hereby   Certify   that   upon   this   day   before   me,   a   Notary  Public   in 
and   for   the   State   of   Florida   at   large,   duly   qualified   and   acting   as  an 

officer  authorized  to  take  acknowledgments,  personally  appeared    , 

and each  to  me  known  well,  and  well  known 


STATE  FORMS.  79 

to  me  to  be  the  persons  who  executed   the   foregoing  proposed  r-harter  of 

,  and  each  and  severally  acknowledged  that  they  sigiieil  and 

executed  the  same  for  the  purposes  therein  sot  forth. 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  affixed  uiy  of- 
ficial seal,  this day  of   A.  L).  191 .  .. 

[Se/.l]                                            Notary  Pul)lic  State  of  Florida  at  Large. 
My  commission  expires   ,  191... 

See  generally  notes  to  Fomis  1,  5,  8  and  11,  supra.  See  as  to  the  hen 
of  a  corporation  upon  stock.  Cook  on  Corporations,  §§5li0-533;  Clark  &  M., 
Corp.,  §§573-581. 


80        CORPORATION  FORMS  AND  PRECEDENTS. 

GEORGIA. 

Form  53. 
PETITION  FOR   CHARTER. 

Georgia,  Fulton  County,  ' 

To  the  Superior  Court  of  said  County. 

The  petition  of  C.  A.  Wiley  and  W.  \V.  King  an<l  R.  M.  Wiley,  all  of 
said  State  and  County,  respectfully  show: 

1.  They  desire  for  themselves,  their  associates  and  successors  to  be 
made  a  body  politic,  under  the  name  and  style  of 

Wiley's  Incorporated 

for  a  period  of  twenty  years. 

2.  The  principal  office  of  said  company  shall  be  in  the  City  of  Atlanta, 
State  and  County  aforesaid,  but  petitioners  desire  the  right  to  establish 
branch  offices  within  or  without  this  State,  whenever  the  holders  of  a 
majority  of  the  stock  may  so  determine. 

3.  The  capital  stock  of  said  corporation  shall  be  $30,000.00  common 
stock,  with  the  jjrivilege  of  increasing  the  same  to  the  sum  of  not  exceed- 
ing $100,000.00  by  a  majority  vote  of  the  common  stockholders;  said  stock 
shall  be  divided  into  shares  of  the  par  value  of  $100.00  each.  Petitioners 
desire  the  right  to  pay  the  subscription  to  said  capital  stock  in  money  or 
property  taken  at  a  fair  valuation. 

4.  Petitioners  further  desire  the  right  to  issue  $20,000.00  of  preferred 
stock  and  to  increase  said  issue  by  a  majority  vote  of  its  common  stock' 
holders  to  an  amount  not  to  exceed  $100,000.00.  The  rights  of  holders  of 
preferred  stock  shall  be  set  forth  and  determined  by  the  by-laws  to  be 
adopted  by  such  corporation  at  its  first  meeting  held  for  organisation. 
Such  parts  of  said  by-laws  as  relate  to  the  rights  of  the  preferred  stock- 
holders shall  not  thereafter  be  altered,  amended  or  rescinded  without  the 
unanimous  consent  of  all  the  preferred  stockholders  present  and  voting  at 
such  meeting. 

5.  The  object  of  said  corporation  is  pecuniary  gain  to  its  stoekhoMers. 

6.  The  business  to  be  carried  on  by  said  corporation  is  the  manufacture 
and  sale  of  candies  at  wholesale  and  retail;  syrups  and  extracts  and  allied 
branches;  that  of  owning  and  operating  soda  founts,  etc. 

7.  Petitioners  desire  the  right  to  sue  and  be  sued;  to  plead  and  be 
impleaded;  to  have  and  use  a  common  seal;  to  make  all  necessary  by-laws 
and  regulations  and  do  all  other  things  that  may  be  necessary  for  the 
successful  carrying  on  of  said  business,  including  the  right  to  buy,  hold, 
and  sell  real  estate  and  personal  property  suitable  to  the  purpose  of  the 
corporation,  and  to  execute  notes  and  bonds  as  evidence  of  indebtedness, 
incurred  or  which  may  be  incurred,  in  the  conduct  of  the  affairs  of  the 
corporation  and  to  secure  the  same  by  mortgage,  security  deed,  or  other 
form  of  lien. 

8.  They  ask  authority  for  said  corporation  to  wind  up  its  affairs,  liqui- 
date and  discontinue  business  at  any  time  it  may  determine  to  do  so  by 
the  vote  of  two-thirds   (2/3)   of  its  stock  outstanding  at  the  time. 

9.  They  desire  the  right  for  said  corporation  of  renewal  as  provided 
by  the  laws  of  Georgia,  and  that  it  have  all  other  rights,  powers  and  im- 


STATE  FORMS.  81 

munities    as    arc    incident    to    like    corporations    or    porniisaible    under    the 
laws  of  Georgia.  ' "  .'     • 

Wherefore  petitioners  pray  to  be  incorporated  under  the  name  and 
style  aforesaid  with  all  the  power.s,  privileges  and  ininmnities  as  herein 
set  forth. 

E.  D.  Thom.\s, 
Attorney  for  Petitioners, 

Filed  in  oflice  this  28th  day  of  February,  1911. 

Arn'oi.d  Bkoyi.ks,  Clerk. 
State  of  Cieorgla,  County  of  Fulton. 

I,  Arnold  Hroyles,  Clerk  of  the  Superior  Court  of  sai<l  county,  do 
hereby  certify  that  the  foregoing  is  a  true  and  correct  copy  of  the  appli- 
cation for  charter  of  Wiley's  Incorporate<l,  as  the  same  appears  of  fde  in 
this  odice. 

Witness  my  ollicial  signature  and  the  seal  of  said  Court,  this  28th  day 
of  February,  1911. 

[SealJ  Arnold  Broyles, 

Clerk  Superior  Court  Fulton  Co.,  Ga. 

See  generally  notes  to  Forms  1,  5,  6  and  9,  s^ipra.  See  also  Bean  v.  Floyd 
County  Farm  I'nion,  8  Ga.  App.  399;  WoodrutY  v.  Columbus  Ins.  Co.,  135 
Ga.  21.5;  Creswell  v.  Grand  Lodge,  133  Ga.  837;  Georgia  Fire  Ins.  Co. 
V.  City  of  Cedartown,  134  Ga.  87;  Walter  v.  Porter,  3  Ga.  App.  73;  Bing 
V.  Bank  of  Kingston,  5  Ga.  App.  578. 

Form  54. 
STATEMENT  OF  FOREIGN  CORPORATION. 

STATE  OF  GEORGIA. 
CERTIFIKD   STATEMENT   FOR   REGISTRATION 

By 

Name    of    Corporation     

Principal  Office    

Nature    of    Business    

^Vhen  Where  By  What  Authority 

Incorporated.  Incorporated.  Incorporated.  Capital  Stock. 


To  the  Honorable  Secretary  of  State,  Atlanta,  Ga. 
I  Hereby  Certify  that  the  Above  Statement  is  Correct: 

(Above  Statement  furnished  the  Secretary  of  State  of  Georgia  for 
record   by   an    Act   of   the   General   Assembly,   approved   August    16,    1906. 

This  blank  must  be  filled  out  and  returned  to  the  Secretary  of  State 
annually,  before  November  Ist,  with  fee  of  one  dollar  for  first  return 
and  fifty  cents  annually  thereafter.) 


62        CORPORATION  FORMS  AND  PRECEDENTS. 

HAWAII. 

Form  55. 

ARTICLES  OF  ASSOCIATION  OF  THE COM- 
PANY, LIMITED. 

Know  all  Men  by  these  Presents:  That  we,  the  undersigned,  a  majority 
of  whom  are  residents  of  the  Territory  of  Hawaii,  have  this  day  volun- 
tarily associated  ourselves  together  for  the  purpose  of  forming  a  cor- 
poration under  the  laws  of  the  Territory  of  Hawaii.  And  we  hereby 
certify — 

First.     That  the  name  of  said  corporation  shall  be  the   

Company,  Limited. 

Second.  That  the  place  where  the  principal  oflSce  of  the  corporation  is 
to  be  established  and  located  is 

Third.     That  the  purpose  for  which  such  corporation  is  formed  is 

Fourth.     That  the  amount  of  the  capital  stock  of  said  corporation  shall 

be    Dollars    ($....)    divided    into    shares    of 

the  par  value  of dollars  each.  The  corporation  asks  the  privi- 
lege of  hereafter  extending  its  capital  stock  to  the  extent  of  but  not 
exceeding   Dollars. 

Fifth.     That  the  term  for  which  said  corporation  is  to  exist  is 

years  from  and  after  the  date  of  incorporation. 

Sixth.     That    the    business    and    affairs    of    such    corporation    shall    be 

managed  by  a  board  of  directors  the  number  of  which  shall  be 

and  that  the  names  and  residences  of  the  directors  of  the  corporation  who 
are  to  serve  until  their  successors  are  elected  and  qualified  as  provided 
by  the  by-laws  are  as  follows,  to  wit: 

Name.  Whose  residence  is  at 


Seventh.  That  the  officers  of  said  corporation  shall  consist  of  a  Presi- 
dent, a  Vice  President,  a  Secretary  and  a  Treasurer.  That  the  following 
persons  have  been  selected  to  act  as  officers  of  the  corporation  until  their 
successors  are  elected  and  qualified  as  provided  by  the  by-laws. 

Name.  Office. 


President. 

Vice  President. 

Secretary. 

Treasurer. 

In    Witness    Whereof,   we   have   hereunto   set   our   hands   and    seals   this 

day  of   ,  191.  .. 

[Seal] 

[Seal] 

[Seal] 

[Seal] 

[Seal] 


STATE   FORMS.  83 

TERRITORY    OF   HAWAII,] 

City   of    

, ,  and being  respectively  the  President, 

Secretary   and    Treasurer,   of   the    Company,   Limited, 

Jijcing   respectively   first  duly   sworn,   respectively   depose   and   say   that   the 

said   has  been  duly  elected  President,  the  said   

Secretary,   and  the   said    Treasurer   of   the    

Company,  Limited;  that  the  capital  stock  of  the  said  corporation  is 

dollars,  and   said   capital  stock   is   divided   into    shares   of   the 

par  value  of  .  ; dollars  each;   that  the  amount  of  capital  stock 

which  has  been  actually  subscribed  is dollars,  and  the  follow- 
ing persons  have  subscribed  for  the  number  of  shares  and  amount  of  capi- 
tal stock  and  paid  thereon  the  amount  set  opposite  their  respective  names. 

Number  of  Shares     Amount  of  Stock  Amount  Paid 

Name.  Subscribed.  Subscribed.  on  Subscription, 

(When  the  object  of  the  corporation  is  to  take  over  any  existing  agri- 
cultural, grazing,  manufacturing,  shipping  or  trading  business  or  enter- 
prise, the  affidavit  shall  also  contain  a  full  description  of  the  property 
intended  to  represent  the  capital  stock  of  the  proposed  corporation,  a  de- 
tailed valuation  of  each  item  of  the  said  property,  and  a  copy  of  the 
conveyance  to  be  made  by  the  owner  or  owners  of  said  business  or  enter- 
prise to  the  proposed  corporation.) 


Subscribed  and  sworn  to  before  nie  this day  of 191 . 


Form  56. 

APPLICATION  OF  FOREIGN  CORPORATION  TO  DO 
BUSINESS. 

STATE    OF     


County    of  '  '    ' 

To  the  Treasurer  of  the  Territory  of  Hawaii; 

The    undersigned    Company,    a    corporation    organized 

and  existing  under  the  laws  of  the  state  of being  desirous 

of  carrying-on  business  in  the  Territory  of  Hawaii,  hereby  makes  the  fol- 
lowing statement: 

I.  That  the    Company  is  a  corporation  duly  organized 

and  existing  under  and  by  virtue  of  the  laws  of  the  state  of 

II.  That   said    herewith   presents  and   asks  leave  to 

file  in  the  office  of  the  Treasurer  of  the  Territory  of  Hawaii  a  certified  copy 
of  its  charter  (or  act  of  incorporation  of  said  corporation). 

III.  That  the  names  and  residences  of  its  officers  are  as  follows 

IV.  That  the  said   Company  herewith  presents  and 

asks  leave  to  file  in  said  Treasurer's  office  a  certified  copy  of  its  by-laws. 

V.  That  the  said Company  has  made,  constituted,  designated 

nnd   appointed   and   does  hereby  make,   constitute,   designate  and  appoint 


84       .CORPORATION  F^RMS  AND  PRECEDENTS, 

,  who  resides  at , in  the  Territory  of  Hawaii  as  the 

person  upon  whom  legal  notices  and  processes  from  the  courts  of  said  Terri- 
tory of  Hawaii  may  be  served,  and  hereby  consents  that  service  of  such  no- 
tices and  processes  made  upon  said shall  be  binding  upon  the  said 

Company. 

The  said Company  respectfully  applies  for  permission  to 

carry  on  business  in  said  Territory  of  Hawaii  and  asks  that  said  certified 
copy  of  its  Charter  (or  act  of  incorporation)  and  of  said  by-laws  may 
be  filed  in  the  oflSce  of  the  Treasurer  of  Hawaii. 

Dated ,  19 ... .  Company, 

By 

Its 

STATE    OF    


County    of  ' 

Before    me    the    undersigned    personally    came    and 

appeared who  is  known  to  me  to  be  the 

of  the   Company,  a  corporation  organized  and  existing 

under   the   laws   of    and   being   first   duly   sworn   on   oath 

deposes  and  says  that  he  has  read  the  foregoing  application  of  the 

to  do  business  in  the  Territory  of  Hawaii,  and  that  the  matters  und  things 
stated  in  said  application  are  true. 

In  Witness  Whereof,  I  have  hereunto  affixed  my  official  seal  and  signa- 
ture at this day  of ,  191.. 


My  commission  expires 

See  notes  to  Forms  1,  5,  8,  and  11,  sugra. 


STATE   FORMS.<  86 


IDAHO. 

Form  57. 
ARTICLES  OF  INCORPORATION. 

Know  all  Men  by  those  Presents,  That  we,  the  undersigned,  at  least  one 
of  whom  is  a  bona  fide  resident  of  the  Htate  of  Idaho,  have  this  day  volun- 
tarily associated  ourselves  together  for  the  purpose  of  forming  a  corpora- 
tion under  the  laws  of  the  State  of  I<laho. 

And  we  hereby  certify  in  writing: 

I.  That  the  name  of  the  said   corporation  shall  be    

II.  That  the  purposes  for  which  said  corporation  is  formed  are 

III.  That  the  principal  office  and  the  place  where  the  principal  busi- 
ness of  said  corporation  is  to  be  transacted  is    in  the  City 

of ,  in  the  County  of ,  Idaho. 

IV.  That  the  term  for  which  said  corporation  is  to  exist  is 

years   (not  exceeding  fifty  years). 

V.  That  the  number  of  the  directors  of  said  corporation  shall  be 

(not  less  than  three  nor  more  than  fifteen). 

VI.  That    the    amount    of   capital   stock    of    said    corporation    shall    be 

dollars    ($ );    divided   into    shares   of  the 

par  value  of dollars  ($ )  each. 

VII.  That  the  amount  of  capital  stock  of  said  corporation  which  has 
been  actually  subscribed  is  ($ )  dollars,  and  the  fol- 
lowing are  the  names  of  the  subscribers,  with  the  number  an<l  par  value 
of  shares  subscribed  for  by  each. 

Name.  Number  of  Shares.  Par  Value. 


In  Witness  Whereof,  we  have  hereunto  set  our  hands  this day  of 

,  A.  D.  19.... 


Signed  and  executed  in  the  presence  of: 


STATE  OF  IDAHO, 
County   of    

On  this day  of  ..". ,  A.  D.  19 ,  before  me 

personally   appeared    known    to   me   to   be   the   persons   whose 

names   are  subscribed   to   the  within   instrument   and  acknowledged   to   me 
that  they  executed  the  same. 

In    Witness    Whereof,    I    have    hereunto    set    my    hand    and    affixed    my 
official  seal  the  day  and  year  in  this  certificatt^  first  above  written. 


[Seal]  Notary  Public. 

See  notes  to  Forms  1,  5,  8  and  11,  supra. 


86        CORPORATION  FORMS  AND  PRECEDENTS. 

Form  58. 

ANNUAL  STATEMENT. 

STATE  OF  IDAHO,         ^ 
County   of    { 

,  being  first  duly  sworn,  deposes  and  says:     That 

he  is    (title  of  office) of   (name  of  corporation, 

joint  stock  company  or  association)   That  the  principal  office 

of  said  Company  is  located  at ,  County  of ,  State 

of That  the  names  and  postoffice  addresses  of  its  officers 

are  as  follows: 

Name.  Postoffice  Address. 

President,    

Secretary,    

Treasurer,    

That   the   date   of  the  annual  election   of   directors  and   officers   of  said 

(name  of  company) is  the day  of , 

of  each  year: 

That  the  authorized  capital  stock  of  said  company  is ($ ) 

dollars,  which  is  divided  into shares  of  the  par  value  of ($ ) 

dollars  each;  that  the  amount  of  capital  stock  subscribed  is shares; 

that  the  amount  of  capital  stock  issued  and  the  amount  of  capital  stock  paid 
up  is shares  aggregating dollars. 

And  that  the  names  and  addresses  of  the  said  company 's  managing  agent 
and  attorneys  in  fact  in  the  state  of  Idaho  are  as  follows : 

Name.  Office.  P.  O.  Address. 


If     Mining     Company,     state     whether     productive     or     nonproductive. 

(Signed)   

Subscribed  to  and  sworn  to  before  me  this day  of ,  19.  . .  . 


Notary  Public. 

Form  59. 

FOREIGN     CORPORATION— DESIGNATION    OF    AGENT 

AND  ACCEPTANCE  OF  THE  PROVISIONS  OF 

THE  CONSTITUTION  OF  THE  STATE  OF 

IDAHO. 

Know   all   Men   by   these   Presents :      That    ,  a   corporation 

organized   and   existing   under   the   laws   of   the   state   of    , 

having  filed  in  the  office  of  the  Secretary  of  the  State  of  the  state  of  Idaho 
a  duly  authenticated  copy  qf  its  articles  of  incorporation,  does  hereby,  in 
pursuance  of  the  laws  of  the  state  of  Idaho,  make  this  certificate,  and  does 
hereby  designate county,  in  the  state  of  Idaho,  as  the  county 


STATE   FORMS.  87 

in  which  the  principal  place  of  husiness  of  said  corporation   in  sai<i  state 

of  Idaho,  is  and  shall  be  conducted,  and  does  hereby  desit,Miate   , 

residing  at ,  in  said county,  as  the  authorized  aj^ent  of  said 

corporation  in  said  state  of  Idaho,  upon  whom  process  issued  by  authority 
of,  or  under  any  law  of  the  state  of  Idaho,  may  be  served,  as  provided 
by  the  constitution  and  laws  of  said  state  of  Idaho. 

And    the    said    ,    desiring   and    intending   to    conform    in 

all  respects  to  the  constitution  and  laws  of  said  state,  and  to  avail  itself  of 
the  rights,  privileges  and  immunities  guaranteed  by  said  constitution  and 
laws,  does  hereby  accept  the  provisions  of  the  constitution  of  the  state 
of  Idaho  for  all  the  intents  and  purposes  contemplated  by  the  i>rovisions 
thereof,  relating  to  such  acceptance  by  other  than  municipal  corporations. 
(Article  XI,   Section   7,   Constitution   of  Idaho.) 

In  Witness  Whereof,  the  said   has  caused  this  certificate 

and  acceptance  to  be  executed,  acknowledged  and  delivered  in  its  nanri^  and 
on  its  behalf,  by  its  president,  and  to  be  attested  by  its  secretary,  and  has 

caused  its  corporate  seal  to  be  hereunto  affixed  at    ,  in  the 

county    of    ,   and    state    of    this    day    of 

,  19.... 

(CORPORAIE  SEAL) 

Attest :  

By  

Secretary.  President. 

STATE    OF    IDAHO,     ) 
County  of ( 

On  this   day  of   ,  in  the  year  19 .  . ,  before  me 

,  a    ,   in  and   for  said  county,  in 

the  state  aforesaid,  personally  appeared    known  to 

me  to  be  the  president  of  the  corporation  that  executed  the  within  and 
foregoing  instrument,  and  acknowledged  to  me  that  such  corporation  ex- 
ecuted the  same. 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  affixed  my 

seal  this    day  of    ,   19 ... . 


My  commission  expires  on  the   day  of 19.  . .  . 

(Xote — Original  to  be  filed  for  record  with  the  Secretary  of  State,  Boise, 
Idaho,  and  the  duplicate  with  the  clerk  of  the  district  court  in  the  county 
where  the  principal  place  of  business  is  located.) 

See  generally  Cook  on  Corporations,  §§  696-700;  Clark  &  M.,  Corp..  §§  8.^4- 
865.  See  as  to  service  of  process  on  foreign  corporations,  Cook  on  Corpo- 
rations, §758;  Clark  i-  M.,  Corp.,  §861.  See  also  Foore  r.  Simon  Piano 
Co.,  18  Idaho  167;  Kiesel  v.  Bvbee,  14  Idaho  670;  Diamond  Bank  v.  Van 
Meter,  19  Idaho  225;  War  Eagle  Consol.  Min.  Co.  v.  Deckle,  14  Idaho  5.34; 
Toledo  Computing  Scale  Co.  v.  Young,  16  Idaho  187;  Tarr  v.  Western  Loan 
&  Saving  Co.,  15  Idaho  741;  Colby  v.  Cleaver,  169  Fed.  206;  Bonham  Xat. 
Bank  v.  Grimes,  etc.,  Mining  Co.,  18  Idaho  629;  Penna.  Coeur  d'Alene 
Mining  Co.  v.  Gallagher,  19  Idaho  101. 


88        CORPORATION  FORMS  AND  PRECEDENTS. 

ILLINOIS. 

Form  60. 

STATEMENT  OF  INCORPORATION  ON  THE  STOCK 

PLAN. 

STATE   OF   ILLINOIS,   | 

Countyj^^= 

To  ,  Secretary  of  State : 

We,  the  uiulersigned,   


propose  to  form  a  Corporation  under  an  act  of  the  General  Assembly  of 
the  State  of  Illinois,  entitled  "An  Act  Concerning  Corporations,"  ap- 
proved April  18,  1872,  and  all  acts  amendatory  thereof;  and  for  the  pur- 
pose of  such  organization  we  hereby  state  as  follows,  to  wit : 

1.  The  name   of  such  Corporation  is    

2.  The  object  for  which  it  is  formed  is 

3.  The  Capital  Stock  shall  be 

4.  The  amount  of  each  share  is 

5.  The  number  of  shares  is  

6.  The  location  of  the  principal  office  is  in ,  in  the 

County  of ,  State  of  Illinois. 

7.  The  duration  of  the  Corporation  shall  be   years. 


ACKNOWLEDGMENT. 

STATE    OF    ILLINOIS,      ] 
County  of .  ( 

I,    ,  a  Notary  Public  in  and  for  the  County 

and  State  aforesaid,  do  hereby  certify  that  on  the day  of 

,  A.  D.  19.  . ,  personally  appeared  before  me 

to  me  personally  known  to  be  the  same  persons  who  executed  the  fore- 
going statement,  and  severally  acknowledged  that  they  executed  the  same 
for  the  purposes  therein  set  forth. 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  seal,  the  day  and 
year  alcove  written. 


Notary  Public. 

See  Kurd's  E.  S.  111.  (1911),  ch.  32,  P.  2.     See  also  Converse  v.  Emerson, 

Takott   &  Co.,  242   111.   619;    People  v.  Eose,   225   111.  496;    Foster  v.   Hip 

Lung  Ying  Kee  &  Co.,  24.3  111.  16.3;  People  v.  Shedd,  241  111.  15,5;  People 

V.  Cowan,  247  111.  357.     See  generally  notes  to  Forms  1,  5,  8  and  11,  supra. 


>ss: 


STATE  FORMS.  89 

Form  61. 

STATEMENT  FOR  AMERICAN  IMPLEMENT   COMPANY, 
AN  ILLINOIS  CORPORATION. 

STATE   OF   ILLINOIS, 

Cook  County. 
To  the  Honorable  James  A.  Rose,  Secretary  of  State: 

We,  the  uudersijjned,  Paul  A.  Neufl'er,  Charles  J.  Horn  and  Charles  W. 
Heiiil.ling,  propose  to  form  a  corporation  under  an  act  of  the  General  As- 
scinlily  of  the  State  of  Illinois,  entitled  "An  Act  Concerning  Corporations," 
approved  April  18,  1872,  and  all  acts  amendatory  thereof;  and  for  the  pur- 
pose of  such  organisation  we  hereby  state  as  follows,  to  wit: 

1.  The  name  of  such  Corporation  is  American  Implement  Company. 

2.  The  objects  for  which  it  is  formed  are: 

(a)  To  manufacture  and  sell,  and  to  acquire  property  for  the  purpose 
of  carrying  on  the  business  of  manufacturing  and  selling,  in  any  or  all  the 
states  and  territories  of  the  United  States,  and  in  foreign  countries,  i)lows, 
cultivators,  harrows,  hay  rakes,  com  planters,  corn  shellers,  cotton  j)lantors, 
wagons,  buggies  and  other  vehicles,  harnesses  and  whips,  and  any  and  all 
other  kinds  of  agricultural  machinery,  implements  and  tools,  and  any  and 
all  other  articles  pertaining  to  agriculture. 

(b)  To  purchase,  sell,  and  in  general  to  deal  in,  implements,  machinery, 
vehicles,  and  any  and  all  articles  pertaining  to  agriculture,  in  any  or  all 
of  the  states  and  territories  of  the  United  States  and  in  foreign  countries, 
and  to  acquire  property  for  the  purpose  of  carrying  on  such  business. 

(c)  To  manufacture  and  produce,  and  to  acquire  property  for  the  manu- 
facturing and  producing,  and  to  otherwise  acquire  and  generally  deal  in. 
ores,  metals,  timber,  lumber,  and  other  materials  and  products  which  may 
be  used  in,  or  in  connection  with  the  manufacture  of  machinery,  implements, 
tools,  vehicles,  harness  and  other  articles  pertaining  to  agriculture. 

(d)  To  apply  for,  obtain,  register,  purchase,  lease,  or  otherwise  to  ac- 
quire, and  to  hold,  use,  own,  operate,  and  introduce,  and  to  sell,  assign  or 
otherwise  to  dispo.se  of,  any  trade  marks,  trade  names,  patents,  inventions, 
improvements,  and  processes  used  in  connection  with  or  secured  under  letters 
patent  of  the  United  States,  or  elsewhere  or 'otherwise,  and  to  use,  exercise, 
develop,  grant  licenses  in  respect  of,  or  otherwise  to  turn  into  account  any 
such  trade  marks,  patents,  licenses,  processes  and  the  like,  or  any  such  prop- 
erty or  rights. 

3.  The  Capital  Stock  shall  be  Ten  Thousand  Dollars  ($10,000). 

4.  The  amount  of  each  share  is  One  Hundred  Dollars  ($100). 

5.  The  number  of  shares  is  One  Hundred  (100). 

6.  The  location  of  the  principal  office  is  in  Chicago,  in  the  County  of 
Cook,  State  of  Illinois. 

7.  The  duration  of  the  Corporation  shall  bo  ninety-nine  (99)  years. 

P.\ITL  A.  Neuffer, 
Charles  J. 'Horn, 
Ch.\rles  W.  Hembling. 
STATE  OF  ILLINOIS,  1 
County  of  Cook.  \  "^  ' 

I  G.  M.  Morloy,  a  Notary  Public  in  and  for  the  County  and  State  afore- 
said, do  hereby  certify  that  on  the  2Sth  day  of  February,  A.  D.  1911,  per- 


90        CORPORATION  FORMS  AND  PRECEDENTS. 

sonally  appeared  before  ine,  Paul  A.  Neuffer,  Charles  J.  Horn  and  Charles 
W.  Hembling,  to  me  personally  known  to  be  the  same  persons  who  executed 
the  foregoing  statement,  and  severally  acknowledged  that  they  executed 
the  same  for  the  purposes  therein  set  forth. 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  seal,  the  day  and 
year  above  written. 
[Seal] 

g.  m.  morley, 
Notary  Publi*. 

Form  62. 
LICENSE. 

State  of  Illinois, 
department  of  state. 

(Insert  name  of  Secretary  of  State),  Secretary  of  State. 
To  all  to  whom  these  presents  shall  come, — Greeting: 

Whereas,  it  being  proposed  by  the  persons  hereinafter  named,  to  form 
a  Corporation  under  an  act  of  the  General  Assembly  of  the  State  of  Illinois, 
entitled  "An  Act  concerning  Corporations,"  approved  April  18,  1872,  in 
force  July  1,  1872,  and  the  amendments  thereto,  the  object  and  purposes  of 
which  Corporation  are  set  forth  in  a  Statement  duly  signed  and  acknowledged 
according  to  law,  and  this  day  filed  in  the  of3fice  of  the  Secretary  of  State. 

Xow,  therefore,  I, ,  Secretary  of  State  of  the  State  of 

Illinois,  by  virtue  of  the  power  vested  in  and  the  duties  imposed  upon  me 
by  law,  do  hereby  authorize,  empower  and  license   


the  persons  whose  names  are  signed  to  the  before 

mentioned  statement  as  commissioners  to  open  books  for  subscription  to 
the  Capital  Stock  of   

such  being  the  name  of  the  proposed  Corporation,  as  contained  in  the 
statement,  at  such  times  and  places  as  the  said  Commisioners  may  de- 
termine. 

In  Testimony  Whereof,  I  hereto  set  my  hand  and  cause  to  be  affixed 

the  Great  Seal  of  State.     Done  at  the  City  of  Springfield,  this   

day  of A.  D.  19.  .,  and  of  the  Independence  of  the  United 

States  the  one  hundred  and 


Secretary  of  State. 

Form  63. 
REPORT  OF  COMMISSIONERS. 

To   ,  Secretary  of  State  of  the  State  of  Illinois: 

The   Commissioners,   duly  authorized   to   open   Books   of    Subscription   to 

the  Capital  Stock  of   

pursuant   to   license   heretofore   issued,   bearing   date   the 

day  of ,  A.  D.  19 . . ,  do  hereby  report  that  they  opened  books 


STATE  FORMS.  91 

of  Subscription  to  the  Capital  Stock  of  said  Company,  and  that  the  said 
Stock  was  fully  subscribed;  that  the  following  is  a  true  copy  of  such 
subscription,  viz: 

We,  the  undersigned,  hereby  severally  subscribe  for  the  number  of  shares 
set  opposite  our  respective  names,  to  the  Capital  Stock   of   

and  we  severally  agree  to  pay  the  said  Company,  for  each  share,  the  8un» 
of    Dollars. 

Name.  Shares.  Amount. 


Amount   of   capital   stock    actually   paid    in    

Amount  of  capital  stock   not  paid   in    

Stock  subscribed  and  not  paid,  disposed  of  as  follows: 


Capital  paid  in  property,  appraised  as  follows: 


That   on   the    day  of    A.   D. 

19.  . ,   at   the    ,   Illinois. 

at  the  hour  of o'clock,   ....   M.,  they  convened  a  meeting  of 

the   subscribers  aforesaid   pursuant   to   notice   required  by  law,  which  said 
notice   was    deposited    in    the    postoffice,   properly   addressed    to    each    sub- 
scriber,   ten    days    before    the    time    fixed    therein,    a    copy   of    which    said 
notice  is  as  follows;  to  wit: 
To  

You  are  hereby  notified  that  the  Capital  Stock  of   

has  been  fully  subscribed,  and  that  a  meeting  of  the  subscribers  of  such 

stock  will  be  held   at    

on  the   day  of   ,  A.  D.  19 .  . .  at 

o'clock,  ....M.,  for  the  purpose  of  electing  a  Board  of  Directors  for  said 
Company  and  for  the  transaction  of  svich  other  business  as  may  be  deemed 
necessary. 

Signed. 


(Commissioners. 
That   said   subscril)ers   met   at  the  time   and   place   in  said   notice   sped- 


92   CORPORATION  FORMS  AND  PRECEDENTS. 

fied,    and    proceeded    to    elect    Directors    and    that    the    following    persons 
were   duly  elected  for  the   term   of   year    ,  viz. : 


And  that   the  postoffice  address  of  the  business  office  of  said  Company 

is    at    Number    Street, 

in  the  City  of in  the  County  of 

and  State  of  Illinois. 


Commissioners. 
STATE   OF  ILLINOIS,  ) 

County  of ( 

On  this   day  of A.  D.  19 .  . , 

personally  appeared  before   me,  a  Notary  Public  in  and  for  said  County, 
in  said   State,    


and  made   oath   that   the   foregoing  report  by  them   subscribed   is   true  in 
substance  and  in  fact. 


Notary  Public. 

Form  64. 
CERTIFICATE  OF  COMPLETE  ORGANIZATION. 

State  of  Illinois, 
department  of  state. 
(Insert  name  of  Secretary  of  State),  Secretary  of  State. 
To  all  to  whom  these  presents  shall  come, — Greeting: 

Wiereas,   a    statement,    duly    signed    and    acknowledged,   has   been    filed 

in  the  office  of  the  Secretary  of  State,  on  the    

day  of    A.   D.   19..,   for  the  organikation 

of   the 


under  and  in  accordance  with  the  provisions  of  "An  Act  Concerning  Cor- 
porations," approved   April   18,   1872,  r.nd  in  force  July   1,   1872,  and  all 
acts  amendatory  thereof,  a  copy  of  vaich  statement  is  hereunto  attached: 
And  Whereas,  a  license  having  been  issued  to    


STATE  FORMS.  93 

as  Commissioners  to  open  books  for  subscription  to  the  Capital  Stock  of 
said   Company : 

And  whereas,  the  said  Commissioners  have,  on  the 

day  of A.  D.  19. . ,  filed  in  the  oflice  of  the 

Secretary  of  State,  a  report  of  their  proceedings  under  the  said  License, 
a  copy  of  which  report  is  hereunto  attached : 

Now,  therefore,  I,  Secretary  of  State  of  the  State  of  Illinois,  by 
.virtue  of  the  powers  vested  in  me  by  law,  do  hereby  certify  that  the 
taid     


is  a  legally  organized  Corporation  under  the  laws  of  this  State. 

In   Testimony   Whereof,   I  hereto   set  my  hand   and   cause  to  be  affixed 

the  Great  Seal  of  State.    Done  at  the  City  of  Springfield,  this 

day  of A.  D.  19. .,  and  of  the  Independence 

of   the    United    States    the    one    hundred    and    


Secretary  of  State. 

Form  65. 

A  CORPORATION'S  ANNUAL  REPORT  TO  SECRETARY 

OF  STATE— UNDER  LAW  OF  1901. 

ANNUAL  REPORT. 

To  Hon ,  Secretary  of  State  of  the  State  of  Illinois : 

The   undersigned   respectfully  represents   that   he   is   the 

of  the    


a  Corporation   organised  under   the  laws  of  the   State  of  Illinois,  and  as 
such  officer  and  in  behalf  of  said   Corporation,  hereby  reports  that  said 

Corporation  is    now  engaged  in  active  business  under  its 

Charter  J  and  that  the  kind  of  business  engaged  in  is   


He   further   states  that  the  principal   office   of  said   Corporation   in   the 

State  of  Illinois  is  at  No Street,  in  the  City  of 

,  in  the  County  of ;  and 

that   the   names  and  residences  of  the  officers  of  said  Corporation  are  as 
follows : 

NAMES  OF  OFFICERS. 

Residence — 

Number,   Street,   Town,   or  Term    of   Office 

Name.             Office.                    City,  and  State.  Expires. 

President       

Secretary       

Treasurer       

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  caused  the  seal 


\ 


94   CORPORATION  FORMS  AND  PRECEDENTS, 


of  said  Corjioration  to  be  affixed  this   day  of 

A.  D.  19. . 


(President,  Secretary,  Assignee  or 
Keceiver.) 
(attach  corpoeatk  seal  here.) 

STATE   OF  ILLINOIS,  | 

County  ( 

I,    being   duly    sworn,    declare    on    oath 

that  I  am   of  the  Corporation  mentioned  in  the 

foregoing  report,  and  that  the  statements  therein  made  are  true. 


Subscribed  and  sworn  to  before  me  this   day  of 

A.  D.  19.. 


(Notarial  Seal  Here)  Notary  Public. 

See  Kurd's  E.  S.  111.  (1911),  ch.  32,  PP.  192-199,  requiring  such  reports 
to  be  filed  annually  between  the  first  day  of  February  and  the  first  day  of 
March,  stating  the  location  of  the  principal  office  of  the  corporation  in 
Illinois,  giving  the  town,  street  and  number,  the  name  of  its  officers,  with 
their  residence,  stating  the  town,  street  and  number,  with  the  expiration 
of  their  respective  terms  of  office,  whether  or  not  the  corporation  is  pur- 
suing active  business  under  its  charter,  and  the  kind  of  business  engaged 
in,  if  any.  Such  report  is  required  to  be  made  under  the  corporate  seal, 
and  to  be  signed  and  sworn  to  by  the  President,  Secretary  or  other  officer 
of  the  corporation.  Such  report,  together  with  a  fee  of  $1  for  filing  the 
same,  shall  be  sent  to  the  Secretary  of  State,  in  whose  office  it  shall  be  filed. 

Form  66. 

ANNUAL  REPORT  AND  APPLICATION  FOR 
REINSTATEMENT. 

To  Hon , 

Secretary  of  State  of  the  State  of  Illinois. 

The  undersigned  respectfully  represents  that  he  is  the   

of   the    a 

Corporation  organized  under  the  laws  of  the  State  of  Illinois,  for  pecuniary 
profit,  and  as  such  officer  and  in  behalf  of  said  Corporation,  hereby  reports 
that  said  Corporation  is  now  engaged  in  active  business  under  its  Charter 
and  was  so  engaged  on  the  1st  day  of  March,  1902,  and  has  been  con- 
tinuously so  engaged  to  this  date;  and  that  the  kind  of  business  engaged 
in    is    


He   further   states  that   the  principal   office   of  said  Corporation   in   the 

State  of  Illinois  is  at  No Street, 

in  the  City  of in  the  County  of 

and  that  the  names  and  residences  of  the  officers  of  said  Corporation  are 
as  follows: 


STATE   FORMS.  95 

Names  of  Officees. 

Residence — 

Number,    Street,    Town,    or  Term    or    Office 

Name.  Office.  t'ity  and  State.  ExpireB 

President       

Secretary       

Treasurer       

"The  said  Corporation  being  in  default  in  the  matter  of  making  its  an- 
nual report  as  provided  by  Act  Approved  May  10,  1901,  and  forfeiture 
having  been  entered  upon  the  records  in  the  office  of  the  Secretary  of 
State,  the  undersigned,  in  behalf  of  said  Corporation,  now  makes  this 
report  and  hereby  asks  that  said  Corporation  be  reinstated  upon  the 
records. 

In    Witness    Whereof,    I   have    hereunto    set    my    hand    ami    caused    the 

seal  of  said  Corporation  to  be  affixed  this   day  of   

A.  D.  191.. 


(President,  Secretary,  Assignee  or 
Eeceiver.) 


(Attach  Corporate  Seal  here) 

STATE   OF   ILLINOIS,   | 

County  of    V 

I^    ,   lieing   duly   sworn,   declare   on   oath   that 

I   am of   the   Corporation   nientioneil   in   the 

foregoing  report,  and  that  the  statements  therein  made  are  true. 


Subscribed  and  sworn  to  before  me  this  day  of 

A.  D.  191.. 


(notarial  seal  here.)  Notary  Public. 

See  Ilurd's  R.  S.  111.  (1911),  ch.  .32,  §  198,  providing  that  a  corporation 
■which  is  pursuing  an  active  business  under  its  charter,  failing  to  make  said 
report  at  the  time  provided  by  law  may,  at  any  time  within  one  year  from 
such  default,  he  reinstated  upon  the  records  of  the  office  of  the  Secretary 
of  State  upon  payment  of  a  fee  of  $20.00  and  the  filing  of  an  affidavit 
stating  the  facts  required  in  the  annual  report  and  in  addition  thereto  that 
the  corporation  was  at  the  time  of  such  default  and  still  is  engaged  in 
active  business  under  its  charter. 

Form  67. 

AFFIDAVIT    OF    CORPORATION    AS    TO    CONNECTION 
WITH  TRUSTS. 

STATE   OF   ILLINOIS,   | 

County   of    ( " 

X   do  solemnly  swear  that  I  am  the 

of    the    corporation    known    and    styled 

duly    incorporated    umler    the    laws    of 

on  the    day  of 


96   CORPORATION  FORMS  AND  PRECEDENTS. 

19.  . .  .,  and  now  transacting  and  conducting 

business  in  the  State  of  Illinois,  and  that  I  am  duly  authorized  to  rep- 
resent said  corporation  in  the  making  of  this  affidavit;   and  I  do  further 

solemnly    swear    that    the    said    

known  and  styled  as  aforesaid,  has  not,  since  the  first  day  of  July, 
A.  D.   1S93,  created,  entered  into  or  become  a  member  of,  or  a  party  to, 

and  was  not  on  the day  of 

nor  at  any  day  since  that  date,  and  is  not  now,  a  member  of,  or  a  party 
to,  any  pool,  trust,  agreement,  combination,  confederation,  or  under- 
standing with  any  other  corporation,  partnership,  individual  or  any 
other  person  or  association  of  persons,  to  regulate  or  fix  the  price  of 
any  article  of  merchandise  or  commodity;  and  that  it  has  not  entered 
into  or  become  a  member  of,  or  a  party  to,  any  pool,  trust,  agreement, 
contract,  combination  or  confederation  to  fix  or  limit  the  amount  or 
quantity  of  any  article,  commodity  or  merchandise  to  be  manufactured, 
mined,  produced  or  sold  in  this  State;  and  that  it  has  not  issued,  and 
does  not  own,  any  trust  certificates;  and  for  any  corporation,  agent, 
officer,  or  employe,  or  for  the  directors  or  stockholders  of  any  corpora- 
tion, has  not  entered  into,  and  is  not  now  in,  any  combination,  contract 
or  agreement  with  any  person  or  persons,  corporation  or  corporations,  or 
with  any  stockholder  or  director  thereof,  the  purpose  and  effect  of  which 
said  combination,  contract  or  agreement  would  be  to  place  the  manage- 
ment or  control  of  such  combination  or  combinations,  or  the  manu- 
factured product  thereof,  in  the  hands  of  any  trustee  or  trustees,  with 
the  intent  to  limit  or  fix  the  price  or  lessen  the  production  and  sales  of 
any  article  of  commerce,  use  or  consumption,  or  to  prevent,  restrict  or 
diminish  the  manufacture  or  output  of  any  such  article.  • 


Subscribed   and   sworn   to   before   me,   a    within 

and  for  the  County  of   ,  this   day  of 

19... 

[Seal]  

See  Hurd's  Tt.  S.  Til.  (1911),  ch.  38,  P.  269h,  requiring  the  Secretary  of 
State  on  or  about  the  first  day  of  September  in  each  year  to  address  to 
the  President,  Secretary  or  Treasurer  of  each  corporation  doing  business 
in  Illinois  a  letter  of  inquiry  as  to  whether  the  said  corporation  has  all 
or  any  part  of  its  business  or  interest  in  or  with  any  trust,  etc.,  as  named 
in  such  act  and  to  require  an  answer  under  oath  of  the  President,  Secretary 
or  Treasurer  or  any  Director  of  said  Company  in  the  above  form.  On 
refusal  to  make  oath  to  such  inquiry,  or  on  failure  to  do  so  within  thirty 
days  of  the  mailing  thereof,  the  proper  officials  may  proceed  against  the 
corporation  to  recover  a  penalty  of  $50  for  each  day  after  such  refusal 
to  make  oath  or  failure  to  make  such  oath  within  the  thirty  days  of  the 
mailing  of  such  oath.  Tt  is  further  provided  that  the  Attorney  General 
may  institute  proceedings  to  forfeit  the  Charter  of  such  corporation  or 
to  revoke  the  right  of  foreign  corporations  in  default  to  do  business  in 
Illinois. 


STATE  FORMS.  97 

Form  68. 

STATEMENT  BY  CORPORATIONS,  ETC,  UNDER  §  32, 
OF  REVENUE  LAW. 

Staleineiit    by     of    capital 

stock,  etc.,  a.s  required  by  section  32  of  an  act  of  the  Legislature  of  (he 
State  of  Illinois  entitled  "An  act  for  the  assessment  of  property,  and 
the  levy  and   collection  of  taxes,"  approved   March  30,   1872. 

First. 

Name  of  Comiiaiiy  or  Association,   

Location  of  Comi^a-ny  or  Association   

Principal   oiTiee  or  place  of  business  in   the    of 

School  District  No T 

R 

Second.  Amount. 

Amount    of    Capital    Stock    authorized    

No.    of    Shares    into    which    said    Capital    Stock    is    divided. 
No 

Third. 

The  amount  of  Capital  Stock  paid  up 

No.  of   Shares   actually  issued   No 

Fourth. 

Market  Value  of  the  Shares  of  Stock    

If  no  market  value,  then  the  actual  value 

Fifth. 
The  total  amount  of  all  indebtedness,  except  the  indebtedness 
for    curront    expenses,    excluding    from    such    expenses    the 
amount  ])aid  for  the  purchase  or  improvement  of  property 


Sixth — The   Assessed   Valuation   of 

Full  Value.     Assessed  Value. 

Lands $ $ 

Lots     $ $ 

Personal    Property    $ $ 

Total   assessed   valuation   of   all   tangible   property   of   said 
company     


I,    ; i    do   solemnly   swear   that   the 

above  statement  is  true,  according  to  the  best  of  my  knowledge  and  belief. 


Subscribed  and  sworn  to  before  me  this   <lay  of 

19 


Nbte — These  Statements   to  be  scheduled  by  the  Assessor  and   returned 
to  the  County  Clerk. 

Corporations   are   also    required   to   list    personal   property    for    taxation. 


/ 


98        CORPORATION  FORMS  AND  PRECEDENTS. 

Form  69. 

AFFIDAVIT  AND   STATEMENT  OF  FOREIGN 
CORPORATIONS. 

FOREIGN   COEPORATIOXS— ILLINOIS. 

STATE    OF     I 

County    of    ( 

,  President,  and , 

Secretary,  each  of  lawful  age,  being  duly  sworn,  upon  their  oaths,  state 
that  they  make  this  affidavit  for  the  purpose  of  complying  with:  An 
Act  entitled  "An  Act  to  regulate  the  admission  of  foreign  corporations 
for  profit,  to  do  business  in  the  State  of  Illinois."  Approved  May  18, 
1905.  In  force  July  1,  1905,  as  amended  by  an  Act  approved  May  31, 
1911,  in  force  June  1,  1911,  entitled  "An  Act  to  amend  §3  of  'An  Act 
entitled  ' '  An  act  to  regulate  the  admission  of  foreign  corporations  for 
profit,  to  do  business  in  the  state  of  Illinois. ' "  " 

That  they  are  respectively  President  and  Secretary  of   

a  corporation  duly  incorporated  under  the  laws  of  the  State  of 

on  the day  of 19.  ... ,  for  a  term  of years. 

That  the  business  said  corporation  proposes  to  pursue  under  its  charter 
in  the  State  of  Illinois  is  as  follows: 


That  the  amouiit  of  the  capital  stock  of  said  corporation  is   

Dollars, 

and  the  proportion  oi  the  capital  stock  of  said  corporation  which  is 
represented  by  the  property  located  and  business  transacted  in  the  State 

of    Illinois    is     

(Express  in  fraction,  as  one-half,  o/ie-fourth,  etc.,  as  the  case  may  be.) 
and  the  amount  of  said  capital  stock,  so  represented  in  the  State  of  Illi- 
nois,   is    Dollars ; 

That  said  corporation  is  transacting,  or  intends  to  transact,  business  in 
the  following  states  or  countries: 


That  the  amount  paid  in  upon  its  capital  stock  is  as  follows: 


That  the  property  and  assets  and  the  estimated  value  thereof  that 
will  be  employed  in  the  business  of  said  corporation  in  the  State  of  Illi- 
nois is  as  follows: 


That    the    disposition    made    of    capital    stock    subscribed    for    and    not 
paid  in,  is  as  follows.: 


That   the  officers  and  directors  of  said  corporation  are  as  follows: 


STATE   FORMS.  M 

■m      Name.  Ix'csiilcnie,  Town,  Street  and  Number. 

President  

Secretary  

JJireetot  

J)irector  

J)ireefor  

i)irector  

JJireetor  

Director  

Director  

Director  

Director  

JJirector  

Director  

That    the    names   and    residences    of    all    the    stockholders    as   shown    hy 
the  records  are  as  follows: 

Names.  Eesidences. 


That  the  principal  office  in  Illinois  is  at    Street, 

in  the  city  of    ,  Illinois.     That  the  name  of  the  at- 
torney in  fact   upon  whom  service  can  be  had  in  all  suits  commenced  in 

the  State  is    and  his  address  is 

Street,  in  the  city  of   ,  Illinois. 


President. 


(corporate  seal)  Secretary. 

STATE    OF    ) 

County! 

On  this  day  of  

A.  D.  19....,  personally  appeared  before  me,  a  Notary  Public  in  and  for 

said  County  in  said  State, 

and who  are  respectively 

President  and  Secretary  of  the  above  described  corporation,  and  made 
oath  that  the  foregoing  statement  by  them  subscribed  is  true  in  sub- 
stance and  in  fact. 


Notary  Public. 
See  ITurd's  R.  S.  111.  (1911),  eh.  32,  §  67c;  Laws  111.  1911,  p.  1*40.  requir- 
ing foreign  corporations  desiring  admission  to  do  business  in  the  State  of 
Illinois  to  make  application  to  the  Secretary  of  State,  signed  and  sworn  to  by 
the  president  and  secretary,  stating  what  business  such  corporation  pro- 
poses to  pursue  under  its  charter,  the  amount  of  its  capital  stock,  whether 
it  transacts  or  intends  to  transact  business  in  any  other  state  or  country, 
the  i)roportion  of  its  ])usiness  intended  to  be  carried  on  in  the  State  of 
Illinois,  the  amount  paid  in  upon  its  capital  stock,  what  ])roperty  and 
assets,  and  an  estimate  of  the  value  thereof,  will  be  employe<l  in  the  busi- 
ness of  said  corporation  in  the  State  of  Illinois,  if  any  of  its  capital  sub- 
scribed has  not  been  i)aid  in,  what  disposition  is  to  be  made  thereof,  the 
names  of  the  president,  secretary  and  directors  of  said   corporation   and 


100   CORPORATION  FORMS  AND  PRECEDENTS. 

•  » 

their  residences,  where  its  principal  office  in  Illinois  will  be  located,  and 
the  name  and  address  of  some  attorney  in  fact,  upon  whom  service  can 
be  had  in  all  suits  commenced  in  Illinois.  The  Secretary  of  State  may  also 
require  the  names  and  residences  of  all  stockholders  of  record  of  such 
corporation.  The  corporation  is  also  required  to  file  a  certified  copy  of  its 
charter  or  articles  of  association. 


Form  70. 

NOTICE  TO  STOCKHOLDERS  OF  SPECIAL  MEETING  TO 
EXTEND  DURATION  OF  CORPORATION. 

Oifice  of  The    Company, 

19.... 

To 

You   are  hereby  notified,  that  a  special  meeting  of  the  stockholders  ol 

The Company  will  be  held  at  the  office  of 

No ,    Street,  in  the  City  of    , 

County  of,    ,  Illinois,   on  the    day  of    , 

19.  .  .  .,  at  the  hour  of   o'clock   ....   M.,  for  the  purpose  of  vot- 
ing  upon   the   question   of   extending   the    term    of   corporate   duration   of 

The Company  for  the  term  of years  beyond  the 

time  specified  in  the  original  certificate  of  incorporation  of  said 

as  the  period  for  the  duration  of.  said  Company,  as  provided  by  law,  at 
which  time  you  are  requested  to  be  present. 


A  majority  of  the  Board  of  Directors. 
See  Laws  111.  1911,  p.  239.  Such  notice  is  required  to  be  signed  by  a 
majority  of  the  board  of  directors,  and  to  state  the  time,  place  and  object 
of  the  meeting,  and  must  be  delivered  personally,  or  deposited  in  the  post- 
office  at  least  thirty  days  before  the  time  fixed  for  such  meeting,  properly 
addressed  to  each  stockholder. 


Form  71. 

PUBLIC   NOTICE   OF   SPECIAL  MEETING  TO  EXTEND 
DURATION  OF  CORPORATION. 

Notice  is  Hereby  Given,  That  a  special  meeting  of  the  stockholders  of 

The Company  will  be  held  at  the  office  of 

Xo ,    ►^t.,  in  the  City   of   ,   County   of 

County  of    ,  Illinois,  on  the day  of 

19 ,  at  the  hour  of   o  'clock   M.,  for  the 

purpose  of  voting  upon  the  question   of  extending  the  term  of  corporate 

•duration  of  The .    Company  for  the  term  of 

years  beyond  the  time  specified  in  the   original   certificate  of   incorpora- 


STATE  FORMS.  101 

tion  of  fiaiil    Company  as  the  period  for  the  duration  of  said 

Company  as  provided  by  law. 


A  majority  of  the  Board  of  Directors. 
See  Law3  111.  I'.tll,  p.  239.  Such  notice  is  required  to  state  the  time, 
j)lace,  and  olgect  of  the  meeting  and  to  ije  published  within  the  county 
vvherein  the  principal  oilice  of  said  corporation  is  located.  The  act  ia 
silent  as  to  the  -number  of  times  such  notice  shall  be  published.  It  is 
suggested  that  it  should  be  published,  for  three  successive  weeks. 

Form  72. 

CERTIFICATE   OF   EXTENSION    OF   DURATION    OF 
CORPORATION. 

Otiice  of   

19 

To  ,  Secretary  of  State : 

We  Hereby  Certify,  That  at  a meeting  of  the  stockholders 

of  Cqmpany,  held  at  No ,  St.  in  the  City  of 

,  County  of ,  State  of  Illinois,  on  the 

day  of    ,  19....,  pursuant  to  notice,  in  the  following  manner, 

to  wit:  by  mailing  to  each  of  the  stockholders  of  said  corporation  on  the 

day  of ,  A.  D.  19 .  . .  . ,  a  written  notice  signed  by  a 

majority  of  the  directors  of  said  corporation  properly  addressed  stating 
the  objects  of  said  meeting,  and  the  time  and  place  when  and  where  it 
would  be  held,  and  also  by  a  general  notice  of  the  time,  place,  and  object 

of  said  meeting,  published  for  three  successive  weeks  in  the , 

a  newspaper  printed  in in  said  County  of , 

State  of  Illinois,  the  first  publication  of  which  notice  was  on ,  the 

day  of 19. . .  .,  and  the  last  publication  on  the day 

of    19....,   the   following   question   was   submitted   to 

the  stockholders  for  their  action : 

"Resolved,  That  the   term  of  duration  of  this  corporation,  be  extended 

for  the  term  of years  beyond  the  time  specified  in  the  original 

certificate  of  incorporation  of  said Company,  as  the  period 

for  the  duration  of  said  Company,"  which  resolution  was  adopted  by  the 
stockholders,  two-thirds  of  all  the  votes  represented  by  the  whole  stock 
being  in  favor  of  the  adoption  of  said  resolution  and  voting  therefor. 

Witness  our  hands  and  the  seal  of  said  corporation,  this 

day  of ,  A.  D.  19 

(corporate  seal) 

President. 
Secretary. 


102       CORPORATION  FORMS  AND  PRECEDENTS. 

STATE    OF    ILLINOIS,     | 
County  ( 

being  duly  sworn,  on  oath  says  that  he  is  presi- 
dent of  the  Company,  and  that  he  has  read  the  fore- 
going certificate,  and  knows  the  contents  thereof,  and  that  the  facts 
therein  stated  and  set  forth  are  true. 


President. 
Subscribed   and   sworn  to  before   me 
this day  of ,  A.  D.  19 


Notary  Public. 

See  Laws  111.  1911,  p.  239.  Such  certificate  is  required  to  be  filed  in  the 
office  of  the  Secretary  of  State  and  a  like  certificate  to  be  filed  for  record  in 
the  office  of  the  Kecorder  of  Deeds  of  the  county  where  the  principal  busi- 
ness  office  of  the  corporation   is  located. 

See  for  forms  of  resolutions  for  extending  corporate  duration,  P^jinis 
1975,  1976,  post. 

See  for  increase  of  capital  stock  and  other  amendments  to  charter 
of  Illinois  corporations,  Chapter  XXXII,  post. 


STATE   FORMS.  103 

INDIANA. 

Form  73. 

ARTICLES  OF  INCORPORATION  OR  CHARTER  OF  THE 

MOTOR  TRUCK  COMPANY, 

INDIANAPOLIS,  INDIANA. 

Wc,  the  iindersif^ru'il  subscribers,  by  virtue  of  and  pursuant  to  the  manu- 
facturing and  mining  laws  of  the  state  of  Indiana,  and  the  several  amend- 
ments thereof,  have  and  do  hereby  associate  ourselves  together  to  form 
and  thereafter  by  our  successors,  associates  and  assigns,  to  be  and  per- 
form the  duties  of  a  corporation,  and  to  that  end  .we  have  made  and  ac- 
knowledged the  following  written 

ARTICLES  OF  INCORPORATION. 

ARTICLE    I — NAME. 

The  name  of  this  corporation  shall  be   "The    Motor   Truck 

Company. ' ' 

ARTICLE    II — OliJECT. 

The  object  of  said  corporation  shall  be  to  engage  in  the  manufacture, 
sale  and  distribution  of  automobiles,  motor  cars,  motor  trucks,  wagons, 
buggies,  carriages  and  other  mechanically  propelled  vehicles  and  auto- 
mobile and  vehicle  parts  and  sundries;  to  vend  and  deal  in  automobiles, 
motor  cars,  motor  trucks,  wagons,  buggies,  carriages  and  other  mechanically 
propelled  vehicles  and  automobile  and  vehicle  parts  and  sundries  and 
other  articles;  to  acquire  and  own  patents,  improvements  ami  franchises, 
and  to  operate  under  such  patents,  improvements  and  franchises  jjcrtain- 
ing  to  the  matters  and  things  enumerated  herein,  and  to  do  all  and  singu- 
lar the  things  provided  in  the  acts  of  the  general  assembly  under  which 
this  corporation  is  authorized  to  do  business. 

ARTICLE    III CAPITAL    STOCK. 

The  capital  stock  of  said  corporation  shall  be  five  hundred  thousand 
($500,000.00)  dollars,  divided  into  five  thousand  (5,000)  shares  of  one 
hundred  ($100.00)  dollars  each,  of  which  twenty-five  hundred  (2,500) 
shares  shall  be  designated  as  common  stock.  The  remaining  twenty-five 
hundred  (2,500)  shares  shall  be  designated  as  preferred  stock,  and  shall 
be  issued  at  such  times  and  in  such  amounts,  and  bear  such  rate  of  dividends 
and  be  redeemable  at  such  times  as  the  Board  of  Directors  may  by  resolu- 
tion from  time  to  time  prescribe. 

(Notice.  Immediately  upon  the  completion  of  the  organization  of  said 
corporation  it  will  issue  and  deliver  to  Trustee,  twenty- 
five  hundred  (2,500)  shares  of  its  common  capital  stock,  in  full  pay- 
ment to'  him  for  himself  and  others  of  all  of  the  property  now  owned  and 

operated  by  the    Motor  Truck   Company,  a  corporation  organ- 

iyed  under  the  laws  of  the  State  of  Indiana,  and  doing  business  at  Peru, 
in  said  State,  and  said  stock  and  each  .share  thereof  upon  its  issuance  and 
delivery  shall  be  and  is  hereby  declared  to  be  fully  pai.l  and  forever  non- 
assessable  for   any   purpose   whatsoever,   either   in   the   hands  of   the   first 


104   CORPORATION  FORMS  AND  PRECEDENTS. 

or   any   subsequent   holder   or   holders,   and   all   persons    dealing   with   said 
corporation  are  hereby  required  to  take  notice  of  these  facts.) 

AKTICLE  IV — SEAL. 

The  seal  of  said  corporation  shall  be  a  plain  circular  disk  having  en- 
graved  thereon  near  the   outer  edge   thereof   the   words   ' '  The    

Motor    Truck   Company,"   surrounding   the   word    "Seal." 

AKTICLE   V — EXISTENCE. 

The  existence  of  this  corporation  shall  be  for  a  period  of  fifty  (50) 
years  from  the   date  hereof,  unless  sooner  terminated. 

ARTICLE  VI HOME  OFFICE. 

The  home  office  and  principal  place  of  business  of  said  corporation 
shall  be  located  and  maintained  in  the  City  of  Indianapolis,  Marion 
County  and  State  of  Indiana,  but  branch  offices  and  agencies  may  he 
established  and  maintained,  and  property  ac(juired,  held  and  operated  in 
such  other  county  or  counties  of  said  state,  or  in  other  states  of  the 
United  States  of  America,  or  elsewhere,  as  the  board  of  directors  may 
determine. 

ARTICLE  VII MANAGEMENT. 

There  shall  be  an  annual  meeting  of  all  the  stockholders  of  said  corpora- 
tion, at  its  home  office  on  the  first  Tuesday  in  September  of  each  year, 
at  two  o'clock  in  the  afternoon,  at  which  time  there  shall  be  elected  from 
among  and  by  the  stockholders,  seven  (7)  persons  who  shall  constitute 
the  board  of  directors  of  this  corporation. 

Such  board  of  directors,  and  each  member  thereof,  shall  serve  as  such, 
and  be  elected  for  the  term  of  one  (1)  year,  and  until  their  respective 
successors  shall  have  been  elected  and  qualified. 

The  board  of  directors  shall  be  the  governing  body  of  this  corporation, 
and  shall  have  charge  of  its  business  and  prudential  affairs. 

They  shall  enact  and  promulgate  such  rules,  regulations  and  by-laws  for 
the  proper  conduct  of  the  business  of  the  corporation,  as  they  may  deem 
proper,  and  amend  the  same  at  pleasure. 

Immediately  upon  their  election  and  qualification,  such  board  of  direct- 
ors shall  elect,  from  and  among  their  own  number,  a  president,  vice  presi- 
dent, secretary  and  treasurer,  and  such  other  officers  or  oflSeial  assist- 
ants as  they  may  deem  proper,  who  shall  each  serve  as  such  for  a  period 
of  one  (1)  year,  and  until  their  respective  successors  shall  have  been 
elected  and  qualified. 

ARTICLE    VIII — DIRECTORS    FOR    FIRST    YEAR. 

The  following  named  persons  shall  constitute  the  first  board  of  direct- 
ors, and  officers,  who  shall  each  serve  until  the  first  annual  meeting  of 
the  stockholders,  and  until  their  respective  successors  shall  have  been 
elected  and  have  qualified: 

,   Indiana. 

,   Indiana. 

,  Illinois. 

The  above  named  persons  so  designated  as  constituting  the  first  board  of 
directors  shall  have  power  and  authority,  and  are  hereby  expressly  au- 
thorized and  empowered  to  increase  the  number  of  the  board  of  directors 


STATE  FORMS.  105 

from  time  to  time  to  the  maximum  number  provided  for  herein,  and  to  fill  all 
vacancies  in  such  board  of  directors  as  may  occur  from  time  to  time. 

In  Testimony  Whereof,  we,  the  undersigned  subscribers,  as  incorporators 
of,  stockholilers  in,  and  constituting  its  first  board  of  directors,  each 
hereby  waive  notice  of  all  first  meetings,  and  have  hereunto  set  our  hauds 
and  seals,  this  2nd  day  of  August,  A.  D.   19.... 

Name.  Residence. 


STATE   OF   INDIANA,   J 

Marion   County,  (   "  ' 

Before  me,  the  undersigned,  a  Notary  Public  in  and   for  said  County 

and  State,  personally  appeared , , 

and    ,  and  each  acknowledged  the  execution  in  duplicate,  of 

the  foregoing  articles  of  incorporation  of  The   Motor  Truck 

Company,  as  his  free  act  and  deed. 

Witness  my  hand  and  notarial  seal  this  2nd  day  of  August,  A.  D.  19.  . 


Notary  Public. 

Commission  expires  Nov.  12,  19. . . . 
See  generally  notes  to  Forms  1,  5,  8  and  11,  supra. 

See  also  Green  v.  Felton,  42  Ind.  App.  675;  Haskell  V.  Gardner,  93 
N.  E.   (Ind.  App.),  458;   Markle  v.  Burgess   (Ind.),  95  N.  E.  308. 

Form  74. 
ARTICLES  OF  VOLUNTARY  ASSOCIATION. 

ARTICLES  OF  INCORPORATION  OR  CHARTER  OF   

INVESTMENT  COMPANY,  INDIANAPOLIS,  INDIANA. 

We,  the  undersigned  subscribers,  by  virtue  of  Section  Twenty-two  (22) 
of  an  act  of  the  General  Assembly  of  the  state  of  Indiana,  entitled  "An 
Act  concerning  the  organization  and  perpetuity  of  voluntary  associations," 
etc.,  approved  and  in  force  March  9,  1901,  and  being  Chapter  CXXVII, 
page  239  of  the  Acts  of  the  General  Assembly  of  the  state  of  Indiana  for 
the  year  1901,  have  and  do  hereby  associate  ourselves  together  by  the  fol- 
lowing written  articles  to  form,  and  thereafter  by  our  successors,  asso- 
ciates and  assigns,  to  be  and  perform  the  duties  of,  a  corp-^ration,  and  to 
that  end  we  have  made  and  acknowledged  the  following 

ARTICLES  OF  INCORPORATION. 

ARTICLE   I — name:. 

The    name    of    this    corporation    shall   be    " Investment 

Company. ' ' 

ARTICLE   n OBJECT. 

The  object  of  this  corporation  shall  be  that  of  buying,  selling  and  ex- 
changing of  stocks,  bonds,  and  securities.     The  proposed  plan  of  carrying 

on  such  business  is  as  follows: 


106      CORPORATION  FORMS  AND  PRECEDENTS. 

The  corporation  shall  buy  and  offer  for  sale  and  sell  stocks  and  bonds 
anjj  other  securities  or  evidence  of  indebtedness,  on  commission  and  other- 
wise, all  in  the  same  manner  and  to  the  same  extent  as  individuals  en- 
gaging in  such  business  may  do;  and  to  solicit  subscriptions  to  and  make 
contracts  for  subscriptions  to  magazines,  newspapers  and  other  publica- 
tions, and  to  solicit  and  make  contracts  for  advertising  of  all  kinds. 

ARTICLE    III CAPITAL    STOCK. 

The  capital  stock  of  this  corporation  shall  be  ten  thousand  ($10,000.00) 
doUars,  divided  into  one  thousand  (1,000)  shares  each  of  the  par  value 
of  ten  ($10.00)  dollars. 

Note.  Immediately  upon  the  completion  of  the  organization  of  said 
corporation,  it  will  issue  and  deliver  to ,  one  of  the  incorpora- 
tors, five  hundred    (500)    shares   of  its   capital   stock  in   full  payment   to 

said of  his  interest  in  and  to  a  certain  contract  whereby 

he  was  authorized  to  sell  certain  stock  of  the    Publishing 

Company,  and  said  stock  upon  its  issuance  and  delivery  will  be  fully  paid 
and  forever  non-assessable  for  any  purpose  whatever,  either  in  the  hands 
of  the  first  or  any  subsequent  holder  or  holders  and  all  persons  dealing  with 
said  corporation  are  hereby  required  to  take  notice  of  these  facts. 

ARTICLE    IV — SEAL. 

The  seal  of  this  corporation  shall  be  a  plain  circular  disk  having  en- 
graved thereon  near  the  outer  edge  thereof  the  words  " In- 
vestment Company ' '  surrounding  the  word  ' '  8eal. ' ' 

ARTICLE    V — EXISTENCE. 

The  existence  of  this  corporation  shall  be  for  a  period  of  fifty  (50) 
years  from  the  date  hereof,  unless  sooner  terminated. 

ARTICLE    VI — HOME     OFFICE. 

The  home  office  and  principal  place  of  business  of  said  corporation  shall 
be  located  and  maintained  in  the  City  of  Indianapolis,  Marion  County, 
and  State  of  Indiana,  but  branch  offices  and  agencies  may  be  established 
and  maintained,  and  property  acquired,  held  and  operated  in  such  other 
county  or  counties  of  said  state,  or  in  other  states  o"f  the  United  States 
of  America,  or  elsewhere,  as  the  board  of  directors  may  determine. 

ARTICLE   VII — MANAGEMENT. 

There  shall  be  an  annual  meeting  of  the  stockholders  on  the  second  Mon- 
day in  October  of  each  year,  at  two  o'clock  in  the  afternoon,  at  which  time 
they  shall  elect  from  and  among  their  own  number,  five  (5)  persons  who 
shall  constitute  the  board  of  directors  of  this  corporation. 

Such  board  of  directors,  and  each  member  thereof,  shall  serve  as  such, 
and  be  elected  for  the  term  of  one  (1)  year,  and  until  their  respective 
successors  shall  have  been  elected  and  qualified. 

The  board  of  directors  shall  be  the  governing  body  of  this  corporation, 
and  shall  have  charge  of  its  business  and  prudential  affairs. 

They  shall  enact  and  promulgate  such  rules,  regulations  and  by-laws  for 
the  proper  conduct  of  the  business  of  the  corporation,  as  they  may  deem 
proper,  and  amend  the  same  at  pleasure. 

Immediately  upon  their  election  and  qualification  such  board  of  direct- 
ors shall  elect,  from  and  among  their  own  number,  a  president,  vice  presi- 


STATE   FORMS.  107 

dent,  sccretajy  and  treasurer,  and  such  other  oflicers  or  oflicial  assistants 
as  they  may  dei-m  projier,  who  shall  serve  as  such  for  a  period  of  one  (1) 
year,  and  until  their  respective  successors  shall  have  been  electe>l  and 
(|ualified. 

AttTKLE    VIU UIKECTOKS     KUK    KIKST    YEAIt. 

The  following  named  persons  shall  constitute  the  first  board  of  direct- 
ors, and  they  shall  each  serve  until  the  first  annual  meeting  of  the  stock- 
holders, ami  until  their  respective  successors  shall  have  been  elected  and 
have  qualified: 

,    ,   and    

The  said  persons  above  named  or  their  successors  are  hereliy  authori>ed 
to  increase  the  number  of  directors  to  the  maximum  provided  for  herein, 
and  to  fill  all  vacancies  in  the  board  of  directors  that  may  occur  from 
time  to  time. 

In  Testimony  Whereof,  we,  the  undersigned  subscribers,  as  incorporators 
of,  stockholders  in,  and  constituting  its  first  board  of  directors,  each 
hereby  waive  notice  of  all  first  meetings,  and  have  hereunto  set  our  hands 
and  seals,  in  triplicate,  this   day  of  September,  A.  D.   1910. 

Name.  Residence. 


STATE   OF   INDIANA,   ) 
Marion   County.         ( 

Before  me,   the   undersigned,   a   Notary   Public   in   and    for   .said   County 

and   State,  personally  appeared    ,  and 

,  and  each  acknowledged   the  execution  of  the  foregoing 

articles   of   incorporation   of   the    Investment  Company,  in 

triplicate,  as  his  free  act  and  deed. 

Witness  my  hand  and  notarial  seal,  this   day  of  September, 

A.  D.  1910. 


Notary  Public. 

Commission  expires  

See  generally  notes  to  Forms  1,  5,  8  and  11,  supra. 

Form  75. 
CERTIFICATE  OF  FOREIGN  CORPORATION. 

STATE    OF     ) 

County    of    ( 

,   President,  and    Secretary,   each 

of  lawful  age,  being  duly  sworn,  upon  their  oaths  state,  that  they  make 
this  afiidavit  for  the  purpose  of  complying  with:  An  Act  entitled  "An  Act 
to  regulate  the  admission  of  foreign  corporations  for  profit,  to  do  busi- 
ness in  the  State  of  Indiana."  Approved  March  9,  1907.  In  force 
April  10,  1907. 

That  thoy  are  respectively  President  and  Secretary  of , 

a  corporation  duly  incorporated  under  the  laws  of  the  State  of 

on  the ilay  of 19 .  . ,  f or  a  term  of ye»r«. 


108      CORPORATION  FORMS  AND  PRECEDENTS. 

That  the  business  said  corporation  proposes  to  pursue  under  its  charter 
in  the  State  of  Indiana  is  as  follows :   

That  the  amount  of  capital  stock  of  said  corporation  is   

dollars,  and  the  proportion  of  the  Capital  Stock  of  said  corporation  which 
is    represented    by   the    property   located    and    business    transacted    in    the 

State    of    Indiana,    is ,    

(Express  in  fraction,  as  one-half,  one-fourth,  etc.,  as  the  case  may  be.) 
and  the  amount  of  said  Capital  Stock  so  represented  in  the  State  of  In- 
diana, is    dollars ; 

That  said  corporation  is  transacting,  or  intends  to  transact,  business 
in  the  following  states  or  countries :    

That  the  amount  paid  in  upon  its  capital  stock  is  as  follows:    

That  the  property  and  assets  and  the  estimated  value  thereof  that  will 
be  employed  in  the  business  of  said  corporation  in  the  State  of  Indiana 
is    as    follows :     , 

That  the  disposition  made  of  capital  stock  subscribed  for  and  not  paid 
in,  is  as  follows :    .  , 

That  the  officers  and  directors  of  said  corporation  are  as  follows: 

Name.  Eesidence,  Town,  Street  and  Number. 

President     

Secretary     

Director       

Director       

Director       

Director       

Director       

That  the  principal  office  in  Indiana  is  at   Street,  in  the 

city  of    ,  Indiana.     T-hat  the  name  of  the  agent  or 

attorney  in  fact  upon  whom  service  can  be  had  in  all  suits  commenced  in 

the   state  is    ,   and   his  address  is    Street, 

in  the  city  of 


President. 
[COKPOEATK   seal]  

Secretary. 

STATE    OF     ) 


County  f 


as: 


On   this    day   of    ,   A.   D.    19 ,   per- 
sonally appeared  before  me,  a  Notary  Public  in  and  for  said  County,  in 

said  State,   and   who  are  respectively 

President  and  Secretary  of  ^the  above  described  corporation  and  made  oath 
that  the  foregoing  statement  by  them  subscribed  is  true  in  substance  and 
in  fact. 


Notary  Public. 
See  generally   Cook   on   Corporations    §§  696-700,   758.      See   also   Mutual 
Mfg.  Co.  v.  Aipaugh,  174  Ind.  381,  387. 


STATK   FORMS.  109 

Form  76. 
FOREIGN   CORPORATION   REPORT   TO   INDIANA. 

Under  tho  provisions  of  the  Act  approved  March  'J,  I'JO",  thi?  following 
report  is  required  to  be  filed  within  thirty  dayn  after  the  first  day  of 
January  of  each  year. 

Name    

Total  authorised  capital  stock  $ 

Proportion  of  total  business  in  Indiana    $ 

Value  of  property  and  assets  in  Indiana    $ 

Proportion  of  capital  stock  represented  by  property  and      f  Fraction 

business  in  Indiana  as  compared  with  total  of  corpora      ) 

tion  (give  in  fraction  and  also  in  dollars)   \$ 

Character   of  business   in   Indiana    (not   a  repetition   of  corporate  objefts, 

but  a  description  of  the  thing  or  things  being  done  in  this  State) 

Location  of  Indiana  office:   Town   Street  or  Office  No 

Name  of  Agent  or  Attorney  for  service :  Name  

City    Street  and  No 

Names  of  President,  Secretary  and  Directors  of  Corporation: 

Names.                                        Address,  City.             Street   or  Office. 
President     


Secretary     . 

Director 

Director 

Director 

Director 

Director 

Director 

Director 

Signed 


President  or  Secretary. 


STATE    OF 


County ( 
of 


On  this    day  of    ,   19 ,  personally   appeared 

l)efore  me,  a  Notary  Public  in  and  for  said  County  and  State 

and  made  oath  that  the  foregoing  statement  by  him  subscribed  is  true  In 
substance  and  in  fact. 


Notary  Public. 

My  commission  expires   

(The   fee   for   filing   the   above    report    is   $1,  and   must   accompany    ihe 
same.) 


110      CORPORATION  FORMS  AND  PRECEDENTS. 

IOWA 
Form  77. 
ARTICLES  OF  INCORPORATION  OF  THE 


We,  whose  names  are  hereto  subscribed,  hereby  associate  ourselves  into 
a  body  corporate  under  the  provisions  of  Chapter  1,  Title  IX,  of  the 
Code  of  Iowa  and  acts  amendatory  thereof;  assuming  all  the  powers, 
rights  and  privileges  granted  bodies  corporate  under  said  chapter  and 
title,  and  do  adopt  the  following  articles  of  incorporation,  to-wit: 

Article  I.     The  name  of  this  corporation  shall  be   ' 

Article  II.     Its  principal  place  of  business  shall  be  at   

in  the  county  of   and  state  of  Iowa. 

Article  III.     The  object  of  the  corporation  is   

Article  IV.     The   amount   of  capital  stock   authorized   is    

thousand  dollars,  divided  into  shares  of dollars  each,  and  the 

corporation  may  commence  business  after  a  certificate  of  incorporation  has 

been   issued   by   the   secretary   of   state   and   when    dollars 

($ )  of  stock  has  been  issued  and  fully  paid  as  provided  by  law.    No 

stock  shall  be  issued  until  the  corporation  has  received  payment  in  full 
therefor  at  par  in  cash  or  property;  provided,  however,  that  when  stock 
is  to  be  issued  for  anything  other  than  money,  it  must  be  upon  proper 
action  of  the  officers  or  directors  and  following  consent  of  the  executive 
council  of  Iowa,  and  otherwise  as  provided  in  section  1641-b  of' the  Sup- 
plement  to   the   Code,    1907,   and   any   amendments   thereto.      The   capital 

stock  authorized  may  be  increased  by  vote  of   

in  interest  of  all  the  stockholders,  through  amendment  to  these  articles. 
When  the  outstanding  capital  is  increased,  the  additional  shares  shall  be 
offered  to  the  existing  stockholders  proportionately  to  their  holdings  at 
not  less  than  par. 

Article  V.  The  corporate  life  of  this  corporation  shall  begin  on  the 
date  of  the   issuance  of  its   certificate   of  incorporation   by   the   Secretary 

of  State  of  the  state  of  Iowa  and  shall  terminate  at  the  expiration  of 

years  from  said  date  unless  sooner  dissolved  by  a vote  of 

its  stockholders. 

Article  "VI.  The  affairs  of  this  corporation  shall  be  managed  by  a 
board  of  directors,  who  shall  elect  a  president,  vice  presi- 
dent, secretary  and  treasurer  and  such  other  officers,  including  an  executive 
committee,  as  they  may  see  fit  or  as  may  be  provided  for  by  the  by-laws 
of  this  corporation. 

Article   VII.     The   annual   election   shall   be  held   on   the   first   Saturday 

in  July  of  each  year.     Until  the  first  election,  which  shall  be  held  on 

the  following  persons  shall  be  directors : 


STATE  FORMS.  m 

Nam«.  Postoflice  AdJreBS. 


and  the  following  persons  shall  be  officers: 

President,     Postoffice 

Vice    President,    I'ostofTice 

Secretary,     Postoflice 

Treasurer,     Postoffice 


All  officers  of  this  corporation  shall  hold  office  for  the  term  of  one  year 
or  until  their  successors  are  elected,  and  have  qualifled.  Every  director 
shall  be  a  stockholder  and  if  any  director  shall  sell  or  transfer  his  stock 
in  this  corporation  he  shall  at  once  cease  to  be  a  director.  The  board 
of  directors  may  fill  all  vacancies  occurring  in  its  membership  between 
annual  elections  by  the  appointment  of  qualified  persons  to  hold  office  for 
the  remainder  of  the  term.     Special  meetings  of  the  stockholders  may  be 

called  at  any  time  by  the  president  upon  giving   days '  notice 

in  person  or  in  writing  to  the  stockholders,  and  shall  be  called  by  him  at 

any  time  upon  request  of  stockholders  representing   shares 

of  stock,  and  in  case  of  his  neglect  or  refusal  to  call  a  meeting,  the  parties 

owning  stock  to  the  amount  of   shares  may  join  in  a  call  of 

the  stockholders,  which  meeting  shall  be  the  same  as  though  called  by  the 
president.  At  all  meetings  of  the  stockholders  each  stockholder  shall  be 
entitled  to  one  vote  for  each  share  of  stock  held  by  him,  which  vote  he  may 
cast  in  person  or  by  written  proxy. 

Article  VIII.  The  highest  amount  of  indebtedness  to  which  this  cor- 
poration may  at  any  time  subject  itself  shall  not  exceed  two-thirds  of  its 
paid-up  and  outstanding  capital  stock. 

Article  IX.  The  private  property  of  the  stockholder  shall  be  exempt 
from  corporate  liability  except  to  the  extent  and  in  the  manner  provided 
by  the  laws  of  the  state  of  Iowa. 

Article  X.  The  corporation  may  make  and  alter  by-laws  at  pleasure, 
and  may  authorize  the  board  of  directors  to  do  so,  subject  to  such  restric- 
tions as  may  be  deemed  advisable. 

Article  XL  Amendments  to  these  articles  may  be  made  at  any  annual 
meeting  of  the  stockholders,  or  at  a  special  meeting  called  for  the  pur- 
pose, two-thirds  of  all  stockholders  in  interest  voting  for  such  amend- 
ments. 

Witness  Our  Hands  this day  of ,  A.  D.  19 . . . . 


STATE  OF  IOWA,         ) 

Countyj^^^ 

Before   me,    ,  a  notary  public   in  and   for  ^aid 

county,  personally   appeared    ,     i 


112   CORPORATION  FORMS  AND  PRECEDENTS 

,  said  persous  being  to  nie  personally  known  to  be 

the  identical  persons  whose  names  are  subscribed  to  the  foregoing  articles 
of  incorporation,  and  each  for  himself  acknowledged  the  same  to  be  his 
free  and  voluntary  act  and  deed  for  the  uses  and  purposes  therein  ex- 
pressed. 

Witness  my  hand  and  notarial  seal  at   in  the  county  of 

,  State  of  Iowa,  the  day  and  year  last  above  written. 


Notary  Public. 
See  generally  notes  to  Forms  1,  5,  8  and  11,  supra.     See  also  Commer- 
cial Nat.  Bank  v.  Gilinsky,  142  Iowa,  178. 

Form  78. 
AMENDMENT  TO  ARTICLES   OF  INCORPORATION 

of  the  

Know  all  Men  by  these  Presents :     That  at  a meeting 

■  *f  the  stockholders  of  Company,  a  corporation  duly  or- 
ganized under  the  laws  of  the  state  of  Iowa,  held  at  the   otfice   of  the 

company    in    ,    Iowa,    on    the    day    of 

,  A.  D.  19 .  . ,  after  due  and  legal  notice  had 

been  given  to  the  stockholders  thereof  in  conformity  with  its  articles  of 
incorporation,  and  the  laws  of  the  state,  at  which  the  requisite  majority 
of  the  stock  of  said  corporation  was  represented,  the  following  amend- 
ment was  adopted,  by  a   vote  of  the  stock  interests  of 

the  said  company,  as  shown  below: 

Total  number  of  shares  of  stock  outstanding   

Total  number  of  shares  of  stock  represented  at  this  meeting 

Total  number  of  shares  of  stock  voted  in  favor  of  amendment 

AMENDMENT:  ' 

(Suggestive)  Strike  out  Article  —  and  insert  the  following  in  lieu 
thereof  *  *  * 

The  President  -nd  Secretary  of  the  Company  were  duly  authorized  and 
directed  to  sign,  acknowledge,  record,  publish  and  do  all  things  which 
are  by  law  required,  to  execute,  complete  and  carry  into  effect  the  above 
amendment  to  the  articles  of  said  Company. 

We  ,  and  ,  Chairman  and  Secre- 
tary of  said  meeting,  do  hereby  certify  the  above  to  be  a  true  and  correct 
statement  of  the  proceedings  of  the  stockholders  at  the  above  named 
meeting. 


Chairman. 


Secretary. 
In  conformity  with  the  above  resolution  we,  the  President  and  Secre- 
tary of  said  corporation,  have   executed   this  instrument,   and   do  hereby 


STATE   FORMS.  113 

sign  and  acknowledge  the  same,  for  and  on  Ijehalf  of  the  said  corporation, 
this    day  of   A.  U.   19 


President. 

Secretary. 
STATE  OP  IOWA,         | 

County    of     {^^' 

Be  It  Kenienibered,  that  on  this   day  of   , 

A.  D.  19.  .  .  .,  before  nie,  a  notary  public  in  and  for  said  county  and  state, 

personally  ai)peai'cd ,  and ,  each  being 

to  me  personally  known,  who  being  by  me  duly  sworn  did  say,  that  they  are 

the  President  and  Secretary  respectively  of  the    ,  an<l   that 

said  instrument  was  signed  and  sealed  in  behalf  of  said  corporation  by 
authority  of  its  stockholders,  and  that  they  acknowledged  said  instrument 
to  be  the  voluntary  act  and  deed  of  said  corporation,  by  thein  voluntarily 
executed. 


Notary  Public. 
See  generally  notes  to  Form  8,  supra. 

Form  79. 
ANNUAL  REPORT  OF  CORPORATION. 

(Dated)    19 

To  the  Secretary  of  State,  Des  Moines,  Iowa : 

Dear  Sir:     Herewith  find  annual  report  and  annual  fee  of  $1.00,  as  re- 
quired by  chapter  105  of  the  Acts  of  the  33d  General  Assembly. 

(Also.) — Eequest  is  hereby  made  for  annual  permit  as  provided   in  the 
act  above  mentioned. 

REPORT. 

Name   of   corporation    : 

Principal   place   of   business    

Postoffice    address     

Capital  stock  authorized  :4-Comnion   $ 

Preferred $ 


Total  authorized  capital $ . 

(Capital  stock  actually  issued  and  outstanding: — Common.  .      $. 

Preferred .      $ . 


Total  capital  stock  actually  issued  and  outstanding  ....  .$. 
Par   value    of   a   share    of   stock    (face    value    per   share) 

Common     $ . 

Preferred     $ . 

NAMES   AND   POSTOFFICE    ADDRESSES   OF   OFFICERS. 

President     P.  O 

Vice    President    P.  O 

Secretary     P.  O 

Treasurer     P.  O 

Manager    P.  O 

P.  0 


114   CORPORATION  FORMS  AND  PRECEDENTS. 

NAMES   AND  POSTOFFICE  ADDRESSES  OF  DIRECTORS. 

P.  o 

p.  o 

p.  o 

p.  o 

p.  o 

Change  in  place  of  business   (if  any)   made  during  the  year  previous  to 
making  this  report. 

From   To When  made 

Signed  by  

(Official  position)    

Signed  in  my  presence  and  sworn   to   before  me  this    day  of 

19 .... ,    by    ._ ,    known    to    me    to    be    the 

of  the  above  corporation. 


Notary  Public  in  and  for 
......  County,  


Note. —  (If  the  above  named  corporation  has  been  dissolved,  or  for 
other  reason  is  not  in  legal  existence,  please  state  that  fact,  with  full  par- 
ticulars, and  oblige  the  Secretary  of  State.) 

Form  80. 

•APPLICATION,  RESOLUTIONS,  AND  STATEMENT 
BY  A  FOREIGN  CORPORATION. 

Application,  resolutions  and  statement  by  a  foreign  corporation  desiring 
to  transact  business  in  the  state  of  Iowa. 

Name  of  corporation 

Postoffice  address    

RESOLUTIONS    AND    APPLICATION    BY   DIEECTOES    OE    STOCK- 

HOLDEES. 

At  a  meeting  of  the  directors  (or  stockholders)  of  the 

Company  of held  at   on  the   day  of 

A.  D.  19....,  the  following  resolutions  were  adopted  in- 
cluding application  to  the  Secretary  of  State  of  Iowa  for  authority  to 
transact  business  in  said  state: 

Eesolved,  That  a  certified  copy  of  the  articles  of  incorporation  of  this 
company  be  filed  with  the  Secretary  of  State  of  the  state  of  Iowa,  with  a 
request  that  a  certificate  be  issued  authorizing  this  company  to  transact 
business  in  the  state  of  Iowa,  it  being  understood  and  hereby  agreed 
that  the  certificate  or  permit,  when  issued,  shall  be  subject  to,  and  subject 
this  company  to,  all  the  provisions  of  the  statutes  of  Iowa  relating  to 
corporations  for  pecuniary  profit. 

Eesolved,  also,  That  service  of  process  is  hereby  authorized  to  be  made 
upon  any  of  the  officers  or  agents  of  this  corporation,  acting  for  or  en- 
gaged in  the  transaction  of  its  business  within  said  state. 

Eesolved,  further.  That  two  of  the  principal  officers  of  this  company, 
be  and  they  are  hereby,  authorized  and  directed  to  do  any  and  all  things 
necessary  to  carry  into  effect  the  provisions  of  these  resolutions;  also  to 


I 


STATE   FORMS.  115 

prepare  and  execute,  under  oath,  a  stateincnt  showing  the  total  authorized 
capital  of  this  corporation,  its  paid-up  capital,  the  total  value  of  its  as- 
sets, and  the  value  of  its  assets  now  in  use  in  the  state  of  Iowa;  also  the 
estimated  total  amount  to  be  in  use  in  said  state  during  the  ensuing 
year. 


Chairman   of  Meeting. 
Secretary  of  Meeting, 


STATEMENT. 


By  two  of  the  principal  officers  of  the  Company, 

organized   under   the   laws   of  the   State   of    with 

principal  place  of  business  at 

TotSl  authorized  capital  of  above  corporation   $ 

Total  paid-up   capital   of  above  corporation   $ 

Total  value  of  all  assets  of  the  above  corporation,  including 
money  and  property  other  than  money,  represented  by 
capital,  surplus,  undivided  profits,  bonds,  promissory  notes, 
certificates  of  indebtedness,  or  other  designation;  whether 
carried  as  money  on  hand  or  in  banlc,  real  estate  or  per- 
sonal  property   of   any   description    $ 

Total  value  of  all  property  in  use  or  held  as  investment  in 

the  State  of  Iowa  at  this  time   $ 

Total  value  of  money  and  all  other  property  the  above  cor- 
poration proposes  or  expects  to  make  use  of  in  the  State 

of  Iowa  during  the  ensuing  year   $ 

We,  the  undersigned   (*)    ,  and   (*)    , 

respectively,  of  the    Company   of    

hereby  depose  and  say,  each  for  himself,  that  the  facts  above  set  forth 

are  true  as  we  verily  believe. 

Witness  our  hands  this day  of A.  D.  19 ...  . 


•    *  (Designate   the   official   position — President,    Vice   President,    Secretary, 
Treasurer   or   Manager.) 

STATE    OF     I 

County  ( 

Subscribed   in   my   presence   and   sworn   to   before   me   by   above   named 
parties  this   day  of   A.   D.   10 

[L.  S.] 


Notary  Public  in  and  for County  and  State  of 

My  commission  expires    10.  .  .  . 

See    r-enerallv    Cook    on    Corporations,    §§696-700;    Clark    &    M.,    Corp., 
§§  834-865. 


116      CORPORATION  FORMS  AND  PRECEDENTS. 

KANSAS. 

Form  81. 
APPLICATION  rOR  CHARTER.  *^5 

To  the  Charter  Board  of  the  State  of  Kansas: 

The  undersigned  hereby  apply  to  the  charter  board  of  the  state  of  Kan- 
sas, consisting  of  the  attorney  general,  secretary  of  state,  and  state  bank 
lommissioner,  for  permission  to  organize  a  private  corporation  under  the 
laws  of  the  state  of  Kansas,  and  for  that  purpose  make  the  following 
statement,  to-wit: 

First.     The  name  of  the  proposed  corporation  shall  be   

Second.  The  place  where  the  principal  office  or  place  of  business  of 
said   corporation   is   to   be   located   is 

Third.  The  length  of  time  for  which  said  corporation  is  to  exist  shall 
be  fifty  years. 

Fourth.  The  full  nature  and  character  of  the  business  in  which  said 
corporation  proposes  to  engage  is 

Fifth.     The  names  and  addresses  of  the  proposed  incorporators  are 

Sixth.     The  proposed  amount  of  the  capital  stock  of  said  corporation  is 

dollars  to  be  divided  into   shares, 

of    dollars  each. 

We  further  state  that  the  above  application  is  made  in  good  faith,  with 
the  intention  that  said  corporation  shall  actually  engage  in  the  business 
specified,  and  none  other. 

In  Witness  Whereof,  we,  the  above-mentioned  incorporators,  have  here- 
unto subscribed  our  names,  this day  of A.  D.  191.  . 


STATE  OF  KANSAS,        ^ 
County   of    ( 

Personally  appeared  before  me,  a   ,  in  and  for  said 

county   and   state,   the   above-named    , 

who  are  personally  known  to  me  to  be  the  same  persons  who  executed  the 
foregoing  instrument  of  writing,  and  they  each  duly  acknowledged  the 
execution  of  the  same. 

In  Testimony  Whereof,  I  have  hereunto  subscribed  my  name  and  affixed 
my  seal,  this    day  of   A.  D.   191.  . 


My   commission   expires    ,   191.  . 

See  generally  notes  to  Forms  1,  5,  8  and  11,  supra. 

Form  82. 
CHARTER  OF 

The  undersigned,  citizens  of  the  state  of  Kansas,  do  hereby  voluntarily 


statp:  forms.  117 

associate  ourselves  together  for  the  purpose  of  forming  a  private  corpora- 
tion under  the  laws  of  the  state  of  Kansas,  and  do  hereby  certify: 

First.     That  the  name  of  this  corporation  shall  he  The   

Second.     That  the  purposes  for  which  this  corporation  is  formed  are  to 

Third.     That   the  place   where  its  business  is  to  be  transacted 

at    

Fourth.  That  the  term  for  which  this  corporation  is  to  exist  is  fifty 
years. 

Fifth,     That  the  number  of  directors  of  this  corporation  shall  be 

and  the  names  and  residences  of  those  who  are  appointed  for  the  first 
year    are :     

Sixth.  That  the  estimated  value  of  the  goods,  chattels,  lauds,  rights 
and  credits  owned  by  the  corporation  is   dollars. 

That  the  amount  of  the  capital  stock  of  this  corporation  shall  be 

dollars,   and    shall    be    divided    into    shares, 

of   dollars  each. 

Seventh.  That  the  names  and  residences  of  the  stockholders  of  said 
corporation,  and  the  number  of  shares  held  by  each,  are  as  follows,  to  wit: 
Name.  Residence.  No.  of  Shares. 


In    Testimony   Whereof,    we    have    hereunto    subscribed   our    names,    this 
day  of A.  D.  191. . 


STATE   OF   KANSAS,) 
County  ( 

Personally  appeared  before  me,  a  Notary  Public  in  and  for 

County,  Kansas,  the  above-named   ,  who  are  personally 

known  to  me  to  be  the  same  persons  who  executed  the  foregoing  instrument 
of  writing,  and  duly  acknowledged  the  execution  of  the  same. 

In  Testimony  Whereof,  I  have  hereunto  subscribed  my  name  and  affixed 
my  notarial  seal,  this   day  of  A.  D.  191. . 


[Seal]  Notary  Public. 

(My  commission  expires  . .' 191 .. ) 

Office  of  Secretary  of  State. 

Received  of   the  sum  of   

dollars,  the  same  being  the  charter  fee  for  the 

Dated  this  dav  of   A.  D.   191 . . 


Secretary  of  State  of  Kansas. 

By  

Chief  Clerk. 
See  generally  notes  to  Forms  1,  5,  8  and  11  sxtpra. 

See  also  State  v.  St.  L.  A.  &  S.  F.  R.  Co.,  81  Kan.  404;  Stephens  v.  Gall, 
179  Fed.  938. 


118      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  83. 
STATEMENT  OF  INCREASE  OF  CAPITAL 

OF 

The    ,  located  at    ,  in   the 

County  of   and   State   of  Kansas. 

THE   STATE   OF  KANSAS, | 

County   of I 

We,    ,    President,    and    , 

Secretary,   of   said   corporation,   hereby   certify    that    at    a   meeting   of    its 

stockholders  held  on  the day  of , 

"19..,  by  an  affirmative  vote  representing  tveo-thirds  of  the  capital  thereof, 

a  resolution  vras  adopted  increasing  its  capital  stock  from 

dollars  to   dollars,  to  be  divided  into shares 

of  $ each ;  and  further  say,  that  the  names  and  residences  of 

the  subscribers  for  said  increase  of  stock  and  the  number  of  shares 
subscribed  for  by  each  are  as  hereinafter  set  forth,  and  we  further  say, 
that per  cent,  of  said  increase  of  stock  has  been  fully  paid  in. 

Name.  Eesidence.  No.  of  Shares. 


President. 


Secretary. 
See  generally  as  to  increase  of  capital.  Cook  on  Corporations,   §§279- 
298;   Clark  &  M.,  Corp.,   §§405-412. 

Form  84. 
STATEMENT  OF  DECREASE  OF  CAPITAL 

OF 

The     

located  at   ,  in  the  County 

of  and  State  of  Kansas. 


President. 
Secretary. 


THE    STATE   OF   KANSAS,) 

County  of   ( 

We,   ,  President,  and   

Secretary,   of   said   corporation,   hereby   certify   that  at   a   meeting   of   its 

stockholders  held  on  the day  of ,  191. . ,  by  an 

affirmative  vote  representing  two-thirds  of  the  aapital  stock  thereof,  a  resolu- 
tion was  adopted  decreasing  its  capital  stock  from  dollars  to 

dollars,  to  be  divided  into    shares  of  $ 

each,  such  resolution  being  as  follows:    (Insert  copy  of  resolution. 7 

President. 
Secretary. 


•STATE  FORMS. 


119 


STATE    OF. 
County    of. . . 


being  duly  sworn,  says  he  is  president  of  the   

of     , 

and  that  the  foregoing  is  a  true  and  correct  copy  of  a  resolution  adopted 

by  the  stockholders  of  said  ,  on  the 

day  of ,  191.. 


President. 
Sworn  to  and  subscribed  before  me,  this day  of ,  19. 


Is'otary  Public. 

(My  commission  expires   ,  191.  . ) 

See  Cook  on  Corporations,   §§279-298;   Clark  &  M.,  Corp.,   §§405-412. 
See  also  State  v.  St.  L.  and  S.  F.  ]{.  Co.,  81  Kan.  404. 

Form  85. 
ANNUAL  STATEMENT 

OP  THE 


Incorporated   under  the  laws  of  the   state   of    i 

located  at   ,  Kansas,  for  the  year  ending  December 

31,  19 

C.VPITAL   STOCK. 

Authorized    capital,    $ Par    value    per    share    $ 

Paid-up  capital,  $ Market  value  per  share  $ 

STATEMENT    OF    THE    CONDITION     OF    THE    CORPORATION    DECEMBER    31,     191.. 


Eesources. 
Bills  receivable    . .  • 

Real    estate    

Personal  property  . 
Stocks,  bonds,  and 
other    securities. . 

Merchandise    

Cash  on  hand 

Due   from   banks. . . 

Accounts  receivable 

Judgments     

Total 

Name. 


c  Liabilities. 

. .  Capital  paid  up 

. .  Surplus    

. .  Undivided    profits.  . .  . 

. .     Bills    payable     

Accounts   payable    ... 
. .     Bonded    indebtedness 
. .     Encumbrances  on  real 

est.    or    plant 

. .     Bills    rcdiscounted    .  . 


Total 


Trustees   and  Directors. 
Address.  Name. 


Address. 


Officers  cf  the  Corporation. 

President:      Treasurer:     

Vice-President :     Secretary:     

.'^ccond  Vice-President:    General  Manager; 


120   CORPORATION  FORMS  AND  PRECEDENTS. 

List  of  Stockholders 
and  number  op  shares  of  stock  owned  by  k4.ch. 
Name  Address       No.  Shares  Name  Address         No.  Shares 


STATE  OF  KANSAS,        | 
County     j 


We, ,  President,  and , 

Secretary,  of  the  above-named  oorpoiation,  do  solemnly  swear  that  the 
above  is  a  full  and  complete  statement  of  the  condition  of  the  capital 
stock  of  this  corporation  on  the  31st  day  of  December,  19.  .,  and  of  the 
resources  and  liabilities  thereof  on  that  day,  for  the  year  ending  December 
31,  19.  .  .  .,  as  shown  by  the  books  of  the  same.  Also,  that  the  above  is  a 
complete  list  of  the  stockholders  of  this  corporation,  and  shows  the  post- 
office  address  and  the  number  of  shares  of  the  stock  of  this  corporation 
held  by  each,  as  well  as  a  list  of  the  trustees  or  directors  thereof,  and  the 
officers  elected  and  appointed  for  the  ensuing  year,  and  that  such  election 

was  held  on  the    day  of    ,   19 .... ,  and 

was  conducted  in  conformity  with  the  by-laws  of  the  corporation. 


President. 


Secretary. 
Subscribed  and  sworn  to  before  me,  this day  of   ,  191.  .. 


[Seal]  Notary  Public. 

(My  commission  expires 191 .  . ) 

Fee  for  filing  this  report   (one  dollar)   herewith  enclosed. 

Form  86. 

APPLICATION  FOR  AUTHORITY  TO  ENGAGE  IN 

BUSINESS  IN  THE  STATE  OF  KANSAS  AS 

A  FOREIGN  CORPORATION. 

To  the  Charter  Board  of  the  State  of  Kansas: 

The ,  a  corporation  organized  under  the  lawa 

of  the   State   of    ,   applies   for   permission   to   engage   in 

business  in  the  State  of  Kansas,  and  for  that  purpose  submits  the  following 
statement,  to  wit : 

First.  A  certified  copy  of  its  Charter  or  Articles  of  Incorj^oration,  which 
is  filed  herewith. 

Second.  The  place  where  the  principal  ofiicc  or  place  of  business  of 
said  corporation  is  located  is  

Third.  The  place  where  the  principal  office  or  place  of  business  in  this 
State  is  to  be  located  is   .• 

Fourth.  The  full  nature  and  character  of  the  business  in  which  said 
corporation  proposes  to  engage  within  the  State  of  Kansas  is 

Fifth.  The  names  and  addresses  of  the  officers  and  directors  or  trustees 
are  


STATH  FOR^rS. 


121 


Sixth.     Tlie  amount  of  the  capitiil  stock  of  said  forporation  is  $ , 

divided   into    shares  of  $ eai-li.     The  proportion   of 

the  lawfully  issued  capital  stock  of  said  corporation   which   it   proposes  to 

invest  and  use  in  its  business  in  the  State  of  Kansas,  is per  cent. 

The  amount  of  said  lawfully  issued  capital  stock  so  invested  in  the  State 

of   Kansas   is    dollars.      We   further  state   that   the 

above  aj)plication  is  made  in  good  faith  with  the  intention  that  said  cor- 
poration shall  actually  engage  in  the  liusiiiess  specified  and  none  other. 

Seventh. 


$ 


T-ialiilities. 

Capital  paid  up 

Surjiliis    

Undivided   profits.... 

Bills  payable 

Accounts   payaMe.  .  .  . 
Fiondcd  iii(iel)fediiess. . 
Encumbrances   on    real 
estate  or  plant 


Total 


Resources. 
Bills  receivable.  .  .  . 

Real  estate •. 

Personal  pro|)erty.  . 

Stocks,  bonds,   and 

other   securities.  . 

Merchandise   

Cash  on  hand 

Due  from   banks.  . . 

Accounts   receivable 

Judgments    

Total 

STATE  OF   ,1  gg. 

County     j 

I,    ,   President,   and   I,    , 

Secretary,  of  the  above-named  corjioration,  do  solemnly  swear  that  the  above 
is  a  full  and  complete  statement  of  the  resources  and  liabilities  of  said  cor- 
})oration  as  shown  by  the  books  of  the  same,  and  that  said  statement  and 
the  several  matters  and  things  contained  in  this  application  are  true  in 
every  particular,  to  the  best  of  my  knowledge  and  belief.     So  help  me  God. 

,   President. 

,   Secietary. 

Subscribed  and  sworn  to  before  nu>,  this   day  of   , 

A.  D.  191.. 


Notary  Public. 

(My  commission  expires    ,  191  •  • ) 

See  generally  Cook  on  Corporations,  S§  ()96-700,  758;  Clark  &  M..  Corp., 
§§  834-865. 

See  also  International  Text-Book  Co.  v.  Pigg,  217  U.  S.  91;  Haskins  & 
Sells  v.  Kelly,  77  Kan.  155;  Cudahy  Packing  Co.  v.  Denton.  99  Pac. 
(Kan.)  601;  State  v.  Internationnl  Jlarvester  Company  of  America,  79 
Kan.  371;  State  v.  Wm.  J.  Lemp  Brewing  Co.,  79  Kan.  705;  Buck  Stove 
&  Range  Co.  v.  Vickers,  80  Kan.  29;   Sutton  v.  Heinzle,  84  Kan.  756. 

Fcrin  87. 

AUTHORIZATION  OF  CONSENT  BY  FOREIGN 
CORPORATION. 


HKSol.l  TION     tJV 


The 


of 


191. 


At  a  meeting  of  the  directors  of   <liily  held  at   the 

office  of  said  company,  on  the   day  of    19 , 


122      CORPORATION  FORSTS  AND. PRECEDENTS. 

Mr offered   the   following   resolution   and   moved  its 

adoption: 

Kesolved,  That  the  President  and  Secretary  of  this   be 

and  they  are  hereby  authorized  and  instructed  to  execute  the  written 
consent  thereof  to  be  sued  in  the  State  of  Kansas,  in  the  manner  pro- 
vided in  section  3  of  an  act  of  the  Legislature  of  the  State  of  Kansas 
concerning  private  corporations,  approved  January  7,  1899. 

The  resolution  was  adopted. 

STATE    OF    I 

County    of     \ 

,    being    duly    sworn    says    he    is    secretary 

of  the    ,   of    

and  that  the  foregoing  is  a  true  and  correct  copy  of  a  resolution  adopted 

by  the  board  of  directors  of  said on  the 

day  of ,  19 .... ,  together  with  the  minutes  concerning 

said   resolution. 

,  Secretary. 

Sworn  to  and  subscribed  before  nie,  this day  of ,  19. . . . 


Notary  Public. 


(My  commission  expires ,  19 ....  ) 


Form  88. 
APPOINTMENT  OF  AGENT  BY  FOREIGN  CORPORATION. 

Know  all  men  by  these  presents: 

That   the    ,  a  corporation   organized   under 

the   laws   of  the   state   of ,   and   with   its    principal   office 

at    ,   in   said   state,   hereby   consents,    without 

power  of  revocation,  that  actions  may  be  commenced  against  it,  the  said 

,  in  the  proper  court  of  any  county  in  the  state  of  Kansas, 

in  which  cause  of  action  against  such  corporation  may  arise,  or  may 
have  heretofore  arisen,  or  in  which  plaintiff  may  reside,  by  service  of 
process  on  the  secretary  of  state  of  the  state  of  Kansas;  and  the  said 
corporation  stipulates  and  agrees  that  such  service  shall  be  taken  and 
held  in  all  courts  to  be  as  valid  and  binding  as  if  due  service  had  been 
made  upon   the   president   or   any   other   chief   officer   of  said   corporation. 

In  Witness  Whereof,  said  corporation  has  caused  these  presents  to  be 
executed   by   its   President   and   its    Secretary,    and   authenticated   by   its 

corporate  seal,  at   in  said  state  of   ,  this 

day  of A.  D.  19. . . . 


President. 
Attest: 


*^  Secretary. 

See  generally  as  to  the  service  of  process  on-  foreign  corporations,  Cook 
on  CorporationB,   §  758 ;   Clark  &  M.,  Corp.,   §  861. 


STATE  FORMS 


123 


Form  89. 
FOREIGN  CORPORATION— ANNUAL  STATEMENT 


(Give  full  corporate  name.) 

incoritoratcd   uiider  the  laws  of  the  state  of   ,  located 

at    with    principal   of!ice   or   place   of   business 

within  the  state  of  Kansas  at    ,  Kansas,   

for  the  year  ending  December  31,  19.  . .  , 


STATEMENT    OF    THE    CO.VDITION    OP    THE    CORPORATION,    DECEMBER    31      19.  . 

Authorized    capital   $ 

Amount  capital  stock  subscribed,  $ Par  value  per  share,  $ 

Proportion  of  capital  stock  used   in  business   in  the  State  of  Kansas  is 
per  cent. 

Amount  capital  stock  used  in  business  in  the  State  of  Kansas  is  $ 


Resources. 

Bills  receivable    

Eeal   estate     

Personal    property    .  . 
Stock,  bonds,  and 
other   securities.  .  .  . 

Merchandise    

Cash 

Accounts  receivable  . . 
Total 


Name. 


$  c  Liabilities. 

Capital  paid  up 

Surplus     

Undivided    profits    . .  . 

Bills    payable    

Accounts  payable    . . . 

Encumbrance    on    real 

estate   or   plant. . . . 

Bills    rediscounted     .  . 

Total 

Trustees  or  Directors. 
Address,  Name.  Address, 


Officers  of  the  Corporation. 
^ame.  Address. 


President     

Vice-President    . . 

Treasurer     

Secretary     

General   Manager 

STATE    OF    


Cou 


nty  j  ss : 


^e,    ,    President    or   General   Manager 

and    ,    Secretary    of    the    above-named    cor- 
poration, do  solemnly  swear  that  the  above  is  a  full  and  complete  statement 

of  the  condition  of  the    q^   (Jj^   3ig^ 

day  of  December,  19.  .  .  .,  as  shown  by  the  books  of  the  same,  as  well  as  a 


124   CORPORATION  FORMS  AND  PRECEDENTS 

list   of  the   trustees   or   directors  thereof,  and   the   officers  elected  and   ap 
pointed  for  the  ensuing  year. 


President  or  General  Manager. 

Secretary. 


Subscribed  and  sworn  to  before  me,  this day  of 

191.. 


[Seal]  Notary   Public. 

(My  commission  expires   ,  191 .  . ) 

(Fee  for  filing  this  report  (one  dollar)  herewith  enclosed.) 
See  International  Text  Book  Co.  v.  Pigg,  218  U.  S.  664,  5  L.  Ed.  1201, 
and  Buck  Stove  &  Range  Co.  v.  Vickers, — U.  S. — ,  Advance  Sheets,  L.  Ed., 
of  Jan.  1,  1913,  p.  41,  decided  December  2,  1912,  where  it  was  held  that  the 
statute  requiring  the  filing  of  this  annual  statement  by  a  foreign  corpora- 
tion engaged  solely  in  interstate  commerce  as  a  condition  precedent  to 
maintaining  an  action  in  the  Kansas  Courts  was  unconstitutional 


STATE  FORMS  125 

KENTUCKY. 

Form  90. 
ARTICLES  OF  INCORPORATION. 

Know  all  Men  by  these  Presents:     That  we,   , 

and   of   ,  «lo  hereby  as.-.ociate  to  form  a 

corporation  under  the  laws  of  the  state  of  Kentucky. 

1.     The  name  of  the  corporation  shall  be    

'2.  The  princijial  office  (or  jilace  of  business)  of  the  corporation  shall 
be   ; 

3.  The  nature  of  the  business  proposed  to  be  transacteii,  promoted 
and  carried  on  by   this  corporation  shall  be    

4.  The  capital  stock  of  the  corporation   shall  be   $ ,   divided 

into   ....   shares,  of  $   each. 

5.  The  names,  places  of  residence  and  number  of  t^hares  of  stock  sub- 
scribed by  each  stockholder  are  as  follows: 

Name.  Eesidence.  No.  of  Shares. 


6.  This   corporation   shall   begin   business   on    ,    191..,  and   the 

period  of  its  continuance  shall  be    years.    " 

7.  The    affairs    and    business    of    the    corporation    shall    be    conducted 

t>y  

(Here  state  by  what  officers  or  persons  the  affairs  of  the  corporation  are 
to  be  conducted  and  the  time  and  place  they  are  to  be  elected.) 

8.  The  highest  amount  of  indebtedness  or  liability  which  the  corporation 
may  at  any  time  incur  shall  be  $ 

9.  The  private  property  of  the  stockholders  shall  not  be  subject  to  the 
payment  of  debts  of  the  corporation. 

In  Testimony  Whereof,  witness  our  hands,  this   day  of  , 

19.... 


STATE  OF   ,) 

ss : 
County  of   ( 

I,  ,  a  notary  public,  do  hereby  certify  that  the  fore- 
going artiides  of  incorporation   of  the    Company   were  this 

day  produced  to  me  in  my  office  by  and  acknowledged  and 

delivered  by  said  parties  to  be  their  act  and  deed. 

Witness   my  hand   and   seal  this    day   of    ,    19. . 


See  generally  notes  to  Forms  1,  f),  8  and  11,  supra.  See  also  Randolph 
V.  Ballard  Co.  Bank.  142  Ky.  14.5;  German  Ins.  Co.  v.  Commonwealth, 
141  Kv.  606;  Commonwealth  v.  Louisville  Property  Co..  139  Ky.  6S9; 
Star  Jiills  v.  Bradlev,  140  Ky.  194;  Commonwealth  v.  Ky.  Trac.  Co.,  140 
Ky.  387;   Commonwealth  v.  Cuiuberland  Tel.  &  Tel.  Co.,*  32  Ky.  L.  Rep. 


126   CORPORATION  FORMS  AND  PRECEDENTS. 

978;  Cheaney  v.  Bruner,  141  Ky.  32;  Ewald  Iron  Co.  v.  Commonwealth, 
140  Ky.  692 ;  Commonwealth  v.  Nebo  Consol.  Coal  &  Coking  Co.,  141  Ky. 
493;  Ecker  v.  Ky.  Eef.  Co.,  144  Ky.  264. 

Form  91. 
FOREIGN  CORPORATIONS— APPOINTMENT  OF  AGENT. 

STATEMEA'T  OF  COKPOKATlOiX. 

[To  be  filed  in  the   office   of   the  Secretary  of  the   State  before  doing 
business  in  this  State.] 
To  the  Secretary  of  State,  Frankfort,  Ky. 

Sir:      Notice    is   hereby    given    that    the    place.,    of    business    for    the 

(a  corporation  of  the  state  of )  is  (are)   

in  Kentucky    ^nd  that    of   

Ky.,    of    Ky.,   is    (are)    our   agent.,    thereat,   upon 

whom  process  may  be  served  in  any  suit  that  may  be  brought  against  our 
company  within  the  state  of  Kentucky. 

Done    at    this    day    of     ,    191.. 


President. 


Secretary. 
(This  Statement  may  be  signed  by  President  or  Secretary.) 
See  generally  Cook-on  Corporations,   §§696-700,  758;   Clark  &  M.,  Corp., 
§§  834-865.     See  also  Pennebaker  Bros.  v.  Bell  City  Mfg.  Co.,  130  Ky.  592; 
Milburn  Wagon  Co.   v.  Commonwealth,  31  Ky.  L.  Rep.  937;   Three  States 
Buggy  and  Implement  Co.  v.  Commonwealth,  32  Ky.  L.  Eep.  385. 


STATE   FORMS.  127 

LOUISIANA. 

Form  92. 

CERTIFICATE  OF  INCORPORATION. 

CHARTER  OF  THE  GL'EURY  OIL  COMPANY,  LIMITED. 

UNITED  STATES  OF  AMERICA^ 
STATE  OF  LOUISIANA,  Us: 

Parish  ofOrleans.  J 

Be  it  known  that  on  this,  second  day  of  the  month  of  May,  in  the  year 
of  our  Lord  one  thousand  nine  hundred  and  eleven,  and  of  the  Independ- 
ence of  the  United  States  of  America,  the  one  hundred  and  thirty-fifth, 
before  me,  James  Barkley  Rosser,  Jr.,  a  notary  public,  in  and  for  the 
parish  of  Orleans,  state  of  Louisiana,  duly  commissioned  and  qualified  and 
in  the  presence  of  the  witnesses  hereinafter  named  and  undersigned,  per- 
sonally came  and  appeared  the  several  persons  whose  names  are  hereunto 
subscribed,  all  above  the  full  age  of  majority,  who  severally  and  mutually 
declared  unto  me,  said  notary,  that,  availing  themselves  of  the  laws  of  this 
state  relative  to  the  organization  of  corporations  for  works  of  public 
utility  and  more  especially  of  the  statutes  of  this  state  pertaining  to  the 
organization  of  mining  corporations  including  Act  No.  232  of  1910,  page 
393,  of  the  Legislative  Acts  of  the  State  of  Louisiana,  they  have  covenanted 
and  agreed  and  by  these  presents  do  covenant  and  agree  for  themselves, 
their  successors  and  assigns,  to  form  themselves  into  a  corporation  and 
body  politic  in  law,  for  the  objects  and  purposes,  and  under  the  stipulations 
hereinafter  set  forth. 

Article  I. 

The  name  and  title  of  this  corporation  shall  be  The  Guedry  Oil  Com- 
pany, Limited,  and  as  such  it  shall  have  and  enjoy  succession  and  existence 
by  its  corporate  name  for  a  period  of  ninety-nine  (99)  years  from  the  date 
hereof;  it  shall  have  the  power  and  authority  to  contract,  sue  and  be 
sued,  and  make  and  use  a  corporate  seal,  the  same  to  break  and  alter 
at  pleasure;  to  hold,  purchase,  lease,  sell,  mortgage,  hypothecate,  or 
pledge  property,  real,  personal  or  mixed,  necessary,  incidental  or  proper 
for  the  carrying  on  of  its  business,  and,  to  that  end,  to  further  mortgage 
all  oil  or  mineral  leases,  grants  or  contracts  held  by  it,  together  with  all 
buildings,  constructions  and  improvements  placed  and  erected  on  said 
lands  or  to  be  placed  or  erected  thereon,  as  well  as  to  issue  bonds  secured 
by  such  mortgages,  such  bonds  to  be  issued  in  such  amounts,  at  such 
Tate  of  interest  and  to  run  for  such  length  of  time,  not  exceeding  the 
term  of  such  leases,  as  said  lessees  or  grantees  may  determine;  to  buy 
and  hold  stock  in  any  other  company  or  companies  that  may  assist  this  com- 
pany in  its  objects  and  purposes;  to  make  and  issue  notes  and  certificates 
of  indebtedness;  to  name,  elect,  and  appoint  managers,  directors,  agents 
clerks  or  other  employes,  to  properly  conduct  its  corporate  business;  and 
to  make  and  establish  such  by-laws,  rules  and  regulations  as  may  be 
found  necessary  or  desirable  for  the  management  of  the  business  and 
affairs  of  the  corporation,  and   generally   to   do   all,   and  every  other  act. 


128   CORPORATION  FORMS  AND  PRECEDENTS. 

matter   or   thing   necessary   for   the   complete   and   proper   carrying   out   of 
saitl  business. 

Article  II. 

The  domicile  of  this  corporation  shall  be  in  the  city  of  New  Orleans, 
parish  of  Orleans,  state  of  Louisiana,  where  all  citations  or  other  legal 
process  shall  be  served  upon  the  president,  or  in  his  absence,  ui>on  the  vice 
president. 

Article  III. 

The  objects  and  purposes  for  which  this  corporation  is  organized,  and 
the  nature  of  the  business  to  be  carried  on  by  it,  are  stated  and  declared 
1o  be  as  follows,  to-wit : 

First,  to  acquire  by  purchase  or  lease  or  otherwise  lands  in  the  Vinton 
cil  field  of  Louisiana,  or  any  other  locality  for  the  purpose  of  prospecting 
for,  and  obtaining  oil,  gas,  salt,  sulphur  or  other  minerals;  and  to  that  end 
to  drill,  or  caused  to  be  drilled,  oil  wells,  or  sink,  or  caused  to  be  sunk, 
shafts  for  mining,  and  to  buy,  lease  or  otherwise  acquire  drilling  rigs  or 
other  machinery  or  apparatus  necessary  to  fully  accomplish  said  purposes; 
and  if  oil  or  other  minerals  are  found,  then  to  market  same  to  the  best 
advantage. 

Second.  To  engage  in  the  transportation  of  oil,  gas,  salt,  sulphur,  or 
other  minerals,  either  produced  by  this  corporation  or  other  persons  or 
corporations,  by  means  of  pipe  lines,  tramways,  railroads,  boats,  barges 
or  other  conveyances  or  to  lease  or  sub-lease  all  or  any  part  thereof  to 
other  .persons  or  corporations  for  the  like  purpose,  and,  in  order  to  fully 
carry  out  said  objects  and  purposes,  to  purchase,  lease,  or  otherwise  acquire, 
pipe  lines,  tramways,  railroads,  boats,  barges,  tank  cars,  locomotives, 
pumping  stations,  steam  plants,  air  plants  and  all  other  machinery,  appar- 
atus and  paraphernalia  necessary  or  incidental  thereto. 

Third.  To  build,  construct,  lease,  purchase  or  otherwise  acquire  build- 
ings, machinery  and  other  apparatus  for  refining,  smelting,  manufacturing 
or  otherwise  working  up  the  products  of  mineral  lands,  either  produced  by 
this  corporation  or  other  persons  or  corporations,  and  to  refine,  smelt, 
manufacture  or  otherwise  work  up  the  by-products  of  said  minerals  and  to 
operate  the  said  plant  and  market  the  products  or  by-products  as  manu- 
factured to  the  best  advantage. 

Fourth.  To  engage  in  a  general  oil  or  mineral  brokerage  business  by 
buying,  selling  or  otherwise  trading  in  mine.al  lands  or  the  products  or 
by-products  of  mineral  lands. 

lifth.  To  carry  on  such  other  business  pertaining  to  oil,  gas,  salt, 
sulphur  or  other  minerals  as  may  be  found  necessary  or  desirable  or  such 
as  is  generally  engaged  in  by  a  corporation  of  this  kind. 

Article  IV. 

The  capital  stock  of  this  corporation  is  hereby  fixed  at  twenty-five  thou- 
sand ($2.5,000.00)  dollars,  divided  into  five  hundred  (500)  shares  of  the 
par  value  of  fifty  ($50.00)  dollars  each,  to  be  paid  for  in  cash  or  its  equiva- 
lent in  property.  No  certificate  of  stock  shall  be  issued  and  delivered 
unless  it  is  fully  paid  for  in  cash  or  for  property  purchased  or  leased ; 
f.nd  no  stockholders  shall  ever  be  held  liable  or  responsible  for  the  debts, 
contracts  or  faults  of  this  corporation  in  any  further  sum  than  the  unpaid 


STATE   FORMS.  129 

ijalanee  due  the  corporation  on  the  shares  of  stock  subscribed  for  by  him; 
jor  shall  any  mere  iuformality  iu  the  organization  have  the  effect  of 
rendering  this  charter  null  or  of  exposing  a  share  holder  to  any  liability 
whatsoever;  nor  shall  the  stock  be  subjected  to  assessments. 

The  corporation  shall  begin  business  and  become  a  going  concern  as 
soon  as  ten  thousand  ($10,000.00)  dollars  of  the  capital  stock  shall 
have  been  issued  and  paid  for.  Whenever  it  shall  become  necessary  to 
dispose  of  the  remaining  fifteen  thousand  ($15,000.00)  dollars  worth  of 
stock,  each  stockhohier  shall  be  given  an  oj)portunity  to  purchase  same  at 
par  in  proportion  to  his  or  her  interest  in  the  first  ten  thousand  ($10,000.00) 
dollars  of  stock  issued.  All  transfers  of  stock  must  be  made  upon  the 
books  of  the  corporation  by  surrender  of  the  original  certificate  properly 
endorsed  for  cancellation,  by  the  stockholder  in  whose  favor  said  stock 
is  issued  or  by  his  or  her  duly  authorized  agent;  and  upon  receipt  of  said 
'■ertificate,  the  secretary  shall  be  authorized  to  cancel  same  and  issue  a 
new  one  iu  lieu  thereof. 

Article  V. 

The  general  meeting  of  stockholders  shall  take  place  on  "the  first  Monday 
of  March  of  each  year,  beginning  with  the  first  ^Monday  of  March,  1912, 
and  at  this  meeting  the  annual  report  of  the  oflBcers  shall  be  submitted, 
together  with  a  full  and  complete  statement  of  the  operations  and  financial 
condition  of  the  company. 

The  president  of  the  company  may,  whenever  he  deems  it  advisable,  call 
special  meetings  of  the  stockholders.  He  shall  also  be  required  to  call 
same  wherfever  directed  so  to  do  by  the  board  of  directors,  or  upon  written 
request  of  the  stockholders  representing  one-third  of  the  stock  issued. 
At  all  such  meetings,  geneiral  or  special,  a  majority  of  the  stock  present 
or  represented  shall  constitute  a  quorum  for  the  transaction  of  business. 
For  all  stockholders'  meetings,  general  or  special,  written  notice  shall  be 
given  each  stockholder  ten  days  in  advance  of  such  meetings ;  said  notice 
to  be  mailed  to  the  address  of  said  stockholders.  This  notice  does  not 
apply,  however,  to  meetings  called  for  the  purpose  of  increasing  or  de- 
creasing the  capital  stock,  nor  for  altering  or  amending  the  charter,  nor 
for  dissolving  the  corporation,  the  notice  in  such  cases  to  be  as  hereinafter 
provided. 

Article  VI. 

All  the  corporate  powers  of  this  corporation  shall  be  vested  in  and 
exercised  by  a  board  of  directors  composed  of  seven  stockholders,  throe 
of  whom  shall  constitute  a  quorum  for  the  transaction  of  business. 

Until  the  first  Monday  of  March,  1916,  the  following  named  persons 
shall  constitute  the  board  of  directors  of  this  corporation,  to-wit:  George 
E.  Guedry,  Eev.  Francois  Kouge,  Edward  Laguerre,  Edward  X.  Pugh, 
Lawrence  H.  Pugh,  J.  Gabriel  Martel  and  E.  E.  Lamberton.  Thereafter 
the  directors  shall  be  elected  annually  on,  the  first  Monday  of  March, 
beginning  with  the  year  1916.  Any  stockholder  may  be  eligible  for  mem- 
bership on  the  board  of  directors  without  regard  to  the  number  of  shares 
cwned  by  him  or  her.  All  elections  for  directors  shall  be  by  ballot,  and 
each  stockholder  shall  be  entitled  to  one  vote  for  each  share  of  stock 
standing  in  his  or  her  name  on   the  books  of  the  corporation,   this  vote  to 


130      CORPORATION  FORMS  AND  PRECEDENTS. 

be  cast  either  in  person  or  by  proxy;  and  it  shall  require  a  majority  of 
stock  present  or  represented  to  elect.  A  failure  to  elect  the  board  of 
directors  on  the  first  Monday  of  March,  1916,  or  annually  thereafter, 
shall  not  -work  a  forfeiture  of  this  charter,  but  the  old  board  of  directors 
rhall   remain   in  office  until  their   successors   are   elected  and  qualified. 

Article  VII. 

The  board  of  directors  shall  hold  regular  meetings  at  stated  intervals, 
at  such  times  as  shall  be  fixed  in  the  by-laws  of  this  corporation.  These 
meetings  shall  be  held  at  the  domicile  of  the  corporation,  but  the  president 
may  call  special  meetings  of  the  board  at  such  times  as  he  may  deem 
advisable,  and  he  shall  be  required  to  call  such  special  meetings  when- 
ever requested  so  to  do  by  a  director.  Three  days '  notice  of  such  special 
meetings  shall  be  given  in  writing  by  mail  to  the  directors'  address,  unless 
a  waiver  of  notice  is  signed  by  the  directors. 

Any  vacancies  occurring  on  the  board,  either  from  death,  resignation 
or  inability  to  serve,  shall  be  filled  by  the  board  of  directors  at  its  next 
regular  meeting  after  such  vacancy  shall  have  occurred. 

The  first  board  of  directors  elected  under  this  charter  shall  be  required 
to  draft  a  suitable  set  of  by-laws  for  the  government  of  the  corporation, 
which  may  be  altered,  amended  or  changed  as  the  exigencies  of  the  case 
may  require. 

Article  VIII. 

The  officers  of  this  corporation  shall  consist  of  a  president,  vice  president, 
secretary  and  treasurer,  each  of  whom,  with  the  exception  of  the  secre- 
tary, shall  be  a  stockholder.  The  office  of  secretary  and  treasurer  may  be 
held,  if  desired,  by  one  and  the  same  person.  •  Until  the  election  to  be 
held  by  the  board  of  directors  on  the  first  Monday  in  March,  1916,  the 
following  named  persons  shall  constitute  the  officers  of  the  corporation, 
unless  sooner  removed  by  the  board,  to-wit: 

George  E.  Guedry,  president;  J.  Gabriel  Martel,  vice  president;  Joseph 
L.  Block,  secretary  and  John  Gilmore,  treasurer. 

Article,  IX. 

This  charter  may  be  amended,  modified  or  altered,  the  capital  stock 
thereof  increased  or  decreased,  or  the  corporation  may  be  dissolved  with 
the  assent  of  three-fourths  of  the  stock  present  or  represented  at  any  gen- 
eral or  special  meeting  of  the  stockholders  held  for  such  purpose  after 
thirty  days '  prior  notice  in  writing  to  each  stockholder  or  mailed  to  him 
at  his  last  known  postoffice  address,  and  after  publication  for  thirty  days 
in  a  daily  newspaper  published  in  the  city  of  New  Orleans,  and  upon 
complying  with  all  the  laws  in   such  cases  made  and  provided. 

Article  X. 

At  the  expiration  of  this  charter,  or  the  earlier  dissolution  of  this  cor- 
poration, its  affairs  shall  be  liquidated  by  three  commissioners,  all  of  whom 
shall  hold  stock  in  said  company,  and  said  commissioners  are  hereby 
vested  with  full  power  and  authority  to  sell  any  and  all  assets  and 
property,  real,  personal  or  mixed,  of  this  corporation,  and  to  convey 
full  and  complete  title  thereto,  and  to   do  and  perform  any  and  all  acts 


STATE  FORMS.  131 

essential  and  proper  to  a  full  and  complete  liquidation  of  ifie  afifairs  of 
this  corporation,  and  to  distribute  the  proceeds  if  any,  as  airected  by  a 
special  meeting  of  the  stockholders  of  the  corporation  convened  for  the 
purpose,   after  duo  notice  as  provided  for  herein. 

In  the  event  of  the  death,  inability  or  resignation  of  any  one  or  more 
of  said  commissioners,  the  survivor  or  survivors  shall  continue  to  act  and 
be  likewise  vested  with  all  power  and  authority  as  herein   mentioned. 

Thus  done  and  passed  in  my  office  in  the  city  of  New  Orleans,  aforesaid, 
the  day,  month  and  year  first  aforesaid,  in  the  presence  of  Alphonse  J. 
Cuneo  and  James  ThrifEley,  witnesses  of  lawful  age,  residing  in  this 
parish,  who  have  signed  their  names  with  the  said  parties  and  me,  notary, 
after  due  reading- of  the  whole. 

Original  signed:  Geo.  E.  Guedry,  1  share;  J.  Gabriel  Martel,  4  shares; 
Edwurd  Lagucrre,  4  shares;  F.  Eouge,  4  shares;  PMward  X.  Pugh, 
4  shares;  Lawrence  H.  Pugh,  4  shares;  E.  E.  Lamberton,  2  shares;  Jno. 
Gilmore,  1  share. 

Witnesses: 

Alphonse  J.  Kuneo, 

James  Thriffley. 

[Notarial  Seal.]  J.  B.  Rosser,  Jr., 

Notary  Public. 
STATE  OF  LOUISIANA, 
Parish  of  Orleans. 

I,  the  undersigned  recorder  of  mortgages,  in  and  for  the  parish  of 
Orleans,  state  of  Louisiana,  do  hereby  certify  that  the  above  and  fore- 
going act  of  incorporation  of  THE  GUEDRY  OIL  COMPANY,  LIMITED, 
was  this  day  recorded  in  my  office  in  Book  1018,  folio    .... 

New  Orleans,  May  2,  A.  D.  1911. 

EMILE  LEONARD,  D.  R. 
STATE  OF  LOUISIANA, 
Parish  of  Orleans. 

I  hereby  certify  that  the  above  and  foregoing  is  a  true  and  correct  copy 
of  the  original  act  of  incorporation  on  file  and  of  record  in  my  notarial 
archives  of  THE  GUEDRY  OIL  COMPANY,  LIMITED,  together  with 
the   certificate   of   the  recorder   of  mortgages,   in   and   for  this  parish. 

New  Orleans,  May  2,  A.  D.  1911. 

J.  B.  ROSSER,  JR.,  Notary  Public. 

See  generally  notes  to  Forms  1,  5,  8  and  11,  supra.  See  also  Bond  & 
Braswell   v.   Scott   Lumber  Co.,   128   La.   818. 

Form  93. 
CERTIFICATE  OF  AMENDMENT  OF  CHARTER. 

AMENDMENT    TO    CHARTER    OF    THE    OAKLAWN    SUGAR    COM- 
PANY, LIMITED. 

UNITED  STATES  OF  AMERICA."] 
STATE    OF   LOUISIANA,  Us: 

Parish  of  St.  Mary.  J 

Be  It  Known,  That  on  this  28th  d;iy  of  January,  in  the  year  one  thousand 
nine   hundred   and   eleven,   before    mc,    Charles   F.   Borah,   a   notary   public 


132   CORPORATION  FORMS  AND  PRECEDENTS. 

duly  commissioned  and  qualified  in  and  for  the  Parish  of  St.  Mary,  State 
of  Louisiana,  aforesaid,  therein  residing,  and  in  the  presence  of  the  wit- 
nesses hereinafter  named  and  undersigned,  personally  came  and  appeared 
Mr.  Henry  S.  Palfrey,  of  the  Parish  of  St.  Mary,  State  of  Louisiana, 
herein  appearing  in  his  capacity  as  President  of  the  Oaklawn  Sugar  Co., 
Ltd.,  a  corporation  duly  organized  under  the  laws  of  the  State  of  Louisi- 
ana, by  act  passed  before  N.  B.  Trist,  Notary  Public,  in  and  for  the 
Parish  of  Orleans,  on  the  10th  day  of  February,  1896,  recorded  in  the 
Mortgage  Oflfice  for  the  Parish  of  Orleans  in  Book  567,  folio  207;  who 
declared: 

That  the  annual  general  meeting  of  the  stockholders  of  the  Oaklawn 
Sugar  Co.,  Ltd.,  was  held  at  the  office  of  the  said  company  on  the  16th 
day  of  January,  1911,  after  due  notice  given  to  the  stockholders  of  said 
corporation  by  publication  and  by  mail,  as  required  by  the  charter  and 
by-laws. 

That  at  said  general  meeting  of  the  stockholders  held  on  said  day  all 
the  stockholders  of  the  Oaklawn  Sugar  Co.,  Ltd.,  were  present  and  voted 
unanimously  to  amend  articles  II,  V  and  VI. 

That  he,  the  said  Henry  S.  Palfrey,  President,  appearer  herein,  was 
authorized  and  directed  to  appear  before  me.  Notary,  and  to  execute 
the  proper  notarial  act  and  declaration  of  such  amendment,  required  by 
law  for  the  purpose  of  affording  authentic  evidence  and  permanent  record. 

That  at  the  said  annual  general  meeting  of  the  stockholders  held  at  the 
office  of  the  company  on  the  16th  day  of  January,  1911,  articles  II,  V  and 
VI  of  the  charter  of  the  Oaklawn  Sugar  Co.,  Ltd.,  were  amended  so 
as  hereafter  to  read  and  be  as  follows: 

Article  II. 

The  domicile  of  the  said  corporation  shall  be  in  the  town  of  Franklin, 
I'arish  of  St.  Mary,  State  of  Louisiana,  and  all  citations  and  other  legal 
process  shall  be  served  on  the  president,  and  in  his  absence  from  said  town, 
on  the  vice  president. 

Article  V, 

All  the  corporate  powers  of  said  corporation  are  hereby  vested  in  and 
shall  be  exercised  by  a  board  of  directors,  composed  of  six  (6)  stock- 
holders, any  three  of  whom  shall  constitute  a  quorum  for  the  transaction 
of  business.  The  directors  shall  be  elected  annually  on  the  fourth  Monday 
in  -January,  the  first  election  to  take  place  on  the  fourth  Monday  in  January, 
1897.  The  election  shall  be  by  ballot  and  each  stockholder  shall  be  entitled 
in  person  or  by  proxy  to  one  vote  for  every  share  of  stock  held  by  him. 
Notice  of  such  election  shall  be  given  by  ten  days'  continuous  publication, 
immeiliately  preceding  such  election,  in  one  of  the  English  newspapers 
published  in  the  town  of  Franklin.  The  manner  of  conducting  such  elec- 
tion shall  be  regulated  by  the  by-laws. 

At  their  first  meeting  after  their  election  the  board  of  directors  shall 
elect  from  their  own  number  a  president,  who  shall  be  general  manager, 
cx-officio;  a  vice  president;  a  secretary  and  a  treasurer,  whose  duties  and 
powers  shall  be  prescribed  by  the  by-laws.  Said  directors  and  officers  shall 
hold  their  offices  for  one  year  and  until  their  successors  have  been  elected 
and  qualified. 


f 


STATE  FORMS.  133 


Until  the  first  election,  the  following  stockholders  are  constituted  the 
first  board  of  directors,  to-wit:  Eugene  V.  Weems,  who  shall  be  presi- 
dent; M.  Frank  Thomson,  who  shall  be  vice  president;  Joseph  Birg,  who 
shall  be  secretary;  Jules  ^I.  Burguieres,  who  shall  be  treasurer,  and  Robert 
Rivers;  all  of  whom  shall  hold  oflBce  until  the  first  election  herein  proWded 
for,  and  until  their  successors  are  elected  and  enter  upon  the  discharge  of 
their  duties. 

Article  VI. 

The  board  of  directors  shall  make  and  adopt  such  by-laws  as  may  be 
necessary  for  the  proper  management  and  regulation  of  the  affairs  an<l 
business  of  the  -said  corporation  and  shall  have  power  to  amend  and  alter 
the  same  at  pleasure,  and  shall  themselves,  or  in  such  manner  as  may  be 
prescribed  in  the  by-laws,  appoint  all  employes,  define  their  powers  and  fix 
their  compensation. 

(Acknowledge,  etc.,  as  in  preceding  form.) 

See  Casaiias  v.  Audubon  Hotel  Co.,  124  La.  786. 

Form  94. 

FOREIGN  CORPORATION— DECLARATION  AND  POWER 
OF  ATTORNEY. 

Know  all   Men  by  these  Presents :      That  The   Company, 

n  corporation  organized  and  existing  under  the  laws  of  the  State  of 
,  desiring  to  do  business  in  the  State  of  Louisiana  in  con- 
formity to  the  laws  thereof,  hereby  makes  application  for  the  privilege 
of  carrying  on  business  in  said  State  and  hereby  declares  that  the  domicile 

of  said  corporation  is  in  the  City  of ,  County  of 

and  State  of  ,  that  its  principal  office  or  place  of  business 

is  located  at   No ,    St.,  in   the  City  of    , 

County  of   and  State  of  ,  that  the  place  of  its 

principal  business  establishment  in  the  State  of  Louisiana  is  to  be  at 
,  in  the  Parish  of   ,  Louisiana. 

The  said   Company,  pursuant  to  the  laws  of  said  State  of 

Louisiana,   hereby   makes,   constitutes,   and    appoints    , 

whose  address  is  No ,   St.,  in  the  City  of , 

Parish    of    and    State    of    Louisiana,    its    true    and    lawful 

attorney,  in  and  for  the  State  of  Louisiana,  on  whom  all  process  of  law, 
mesne  or  final,  against  said  Company,  may  be  served,  in  any  action  or 
special  proceedings  against  said  Company  in  the  State  of  Louisiana, 
subject  to  and  in  accordance  with  the  provisions  of  the  statutes  and  laws 
of  the  said  State  of  Louisiana  now  in  force,  and  such  other  acts  as  may 
be  hereafter  passed  amendatory  thereof  and  supplementary  thereto,  and 
the  said  attorney  is  hereby  duly  authorized  and  empowered,  as  the  agent 
and  attorney  of  said  Company,  to  receive  and  accept  service  of  process 
in  all  cases  as  provided  for  by  the  laws  of  the  State  of  Louisiana,  and 
such  service  shall  be  deemed  valid  and  binding  upon  this  Company  a.<' 
provided  by  the  constitution  and  laws  of  the  State  of  Louisiana. 

This  appointment  is  to  cor^tinue  in  force  for  the  period  of  time  and  in 
Ihe  manner  provided  by  the  Constitution  and  statutes  of  the  State  of 
Louisiana,  and  until  another  attorney  shall  be  duly  and  regularly  substituted. 


134   CORPORATION  FORMS  AND  PRECEDENTS. 

In  Witness  Whereof,  The  said   Company,  in  accordance  -with 

a  resolution  of  its  Board  of  Directors,  duly  passed  on  the   day  of 

,   A.   D.   19....    (a  certified   copy   of  which   is  hereto   attached) 

has  to  these  presents  affixed  its  corporate  seal,  and  caused  the  same  to  be 
subscribed   and   attested   by    its    President   and   Secretary,   at   the   City   of 

,  in  the  State  of on  the day  of 

A.  D.  191.. 

[COEPORATE  Seal.]  

President. 
Attest : 


Secretary. 

CERTIFIED  COPY  OF  A  EESOLUTION  DULY  PASSED  BY  THE 

BOARD  OF  DIRECTORS  OF  THE  COMPANY, 

ON  THE  DAY  OF  ,  191. . 

At   a  meeting  of  the  Board  of  Directors   of  the    Company, 

held  on  the  day  of  A.  D.  191..,  at  the  office  of  the  com- 
pany in  the  City  of   ,  in  the  State  of    ,  a  quorum  of 

said  Board  being  present,  on  motion  the  following  resolution  was  duly 
passed : 

' '  Resolved,  That  the  Company,  having  applied  for  ad- 
mission to  transact  business  in  the  State  of  Louisiana,  in  conformity  with 

the  laws  thereof,  hereby  makes,  constitutes  and  appoints   of 

,  whose  address  is  No ,   St.,  in  the  City  of 

J   Parish   of    and   State   of  Louisiana,   its   true  and 

lawful  attorney  in  and  for  said  State  of  Louisiana,  on  whom  all 
process  of  law,  mesne  or  final,  against  said  Company,  may  be  served,  in 
any  action  or  special  proceedings  against  said  Company  in  the  State  of 
Louisiana,  subject  to  and  in  accordance  with  the  provisions  of  the  statutes 
and  laws  of  the  said  State  of  Louisiana  now  in  force,  and  such  other 
acts  as   may  be   hereafter  passed   amendatory   thereof   and   supplementary 

thereto  and  the  said is  hereby  duly  authorized  and  empowered  as 

the  agent  and  attorney  of  said  Company,  to  receive  and  accept  service  of 
process  in  all  cases  as  provided  for  by  the  laws  of  the  State  of  Louisiana, 
and  such  service  shall  be  deemed  valid  and  binding  upon  this  Company  as 
provided  by  the  constitution  and  laws  of  the  State  of  Louisiana. 

' '  This  appointment  is  to  continue  in  force  for  the  period  of  time,  and 
in  the  manner  provided  by  the  Constitution  and  statutes  of  the  State  of 
Louisiana,  and  until  another  attorney  shall  be  duly  and  regularly  substi- 
tuted." 

I     •.,    Secretary    of    the     Company,    hereby 

certify  that  the  above  and  foregoing  resolution  is  a  correct  and  true  copy 

of   a   resolution   of  the   Board   of   Directors   of   the    Company, 

authorizing  the  appointment  of  an  agent  and  attorney  for  the  said  corpora- 
tion for  the  State  of  Louisiana. 

Witness  my  hand  and  the  seal  of  said   Company  at 

the  City  of    ,   State  of    ,  this    day  of 

A.  D.   191.. 

[Corporate  Seal]  

,  Secretary. 


STATE  FORMS.  135 

STATE  OF    ,^ 

County    of     I 

On  this   (Jay   of    A.    I).    19.  .  .  .    before  me,  the 

subscriber  hereof,  a  Notary  Public,  duly  ajiijointed  to  take  jtroof  an.i  ac- 
knowledgment of  dee<ls,  and  other  instruments,  came  Presi- 
dent and    ,  Secretary  of  the    Company, 

to  me  personally  known  to  be  the  individuals  described  in  and  who  executed 
the  foregoing  instrument,  and  they  each  duly  acknowledged  to  me  the  execu- 
tion of  the  same,  and  being  by  rae,  each  duly  sworn,  severally  and  each  for 

himself  deposeth  and  sayeth  that  they  are  the  said  oflicers  of  the 

Company,  aforesaid,  and  that  the  seal  affixed  to  the  preceding  iuHtrument 
is  the  corporate  seal  of  the  said  Company,  and  that  the  said  seal  and  their 
signatures  as  such  officers  are  duly  affixed  and  subscribed  to  the  said  instru- 
ment by  authority  and  direction  of  the  said  corporation. 

In    Testimony   Whereof,    I    hereunto   set   my   hand   and   affix   my   official 

seal  at  the  City  of   ,  in  the  County  of    ,  and  State 

of    .-.,   the   day  and  year  first  above  written. 


Notary  Public. 
See  Southern  Lumber  Co.  v.  Holt,  129  La.  273. 


136      CORPORATION  FORMS  AND  PRECEDENTS. 

MAINE. 

Form  95. 

ARTICLES  OF  AGREEMENT. 

The Company. 

In  acconlar.ce  with  the  pro\'isions  of  Chapter  47  of  the  Revised  Statutes 
of  the  state  of  Maine,  and  all  acts  amendatory  thereof  or  additional 
thereto,  we,  the  undersigned,  hereby  associate  ourselves  together  by  these 
written   Articles   of  Agreement  for   the  purpose   of  forming  a   corporation 

under  the  laws  of  the  state  of  Maine  to  be  called  to  carry 

on  the  following  lawful  business,  to-wit :    

Said  corporation  shall  be  located  at ,  in  the  county  of 

and  state  of  Maine,  and  shall  have  its  principal  office  in  the  state  of  Maine 
at  said  city  of 

And  we  hereby  waive  all  notice  whatsoever,  whether  statutory  or 
otherwise,   of  the  time,  place  and  purpose  of  the  first  meetiTig  of  us,  the 

said    associates,   and    fix   the    day   of    ,    A.    D.   19....,   at 

o  'clock,    ....    M.,  as   the  time,  and  the  office   of    ,  in 

the  City  of   ,    County,  Maine,  as  the  place 

at  which  said  first  meeting  shall  be  held,  and  further,  we  hereby  consent 
to  the  transaction  of  such  business  as  may  come  before  said  meeting  or 
any  legal  adjournment   thereof. 

Dated   at    ,    Maine,   this    day   of    , 

A.  D.  19.... 

Names.  Residences. 


Form  96. 
CERTIFICATE  OF  ORGANIZATION. 


The   undersigned,   officers   of   a   corporation   organized   at    , 

in  the  State  of  Alaine  at  a  meeting  of  the  signers  of  the  articles  of  agree- 
ment  therefor,    duly   called   and   held    at   the    office   of    in   the 

city  of ,  on  the day  of ,  A.  D.  19 ...  . 

liereby  certify  as  follows: 

The    name    of    said    corporation    is     

The    purposes    of    said    corporation    are     

The    amount    of    capital    stock    is     

The    amount    of    common    stock    is    

The  amount  of  preferred  stock  is 

The   amount   of   capital   stock  already   paid   in   is    

The   par   value    of    the   shares    is    

The  names  and  residences  of  the  owners  of  said  shares  are  as  follows: 


.STATE   FORMS.  137 

No.  of  Shares. 
Names.  Eesidences.  Common.  Preferred. 


Said  corporation   is  located  at    ,  in  the  County  of 

The  iiuinbor  of  Directors  is    and  their  names  are 

The  name  of  the  clerk  is  and  his  residence 

is   ,  Maine. 

The   undersigned,    ,   is  President ;    the   undersigned, 

,  is   Treasurer;    and  the  undersigned,    

,  are  a  majority  of  the  directors  of  said  corporation. 

Witness  our  hands  this   day  of' A.  D.  19 ...  . 

,  President, 

,  Treasurer, 


Directors. 


STATE  OF   ,) 

"  ss : 
County  of I 

A.  D.,  19 

Then  personally  appeared   ,  and   , 

and    severally    made    oath    to    the    foregoing   certificate,    (hat    the    same   is 

1  rue. 

Before    me,  

Justice  of  the  Peace. 

STATE    OF   MAINE. 

Attorney  General 's  OflSee, ,  A .  D.  19 

I  hereby  certify  that  I  have  examined  the  foregoing  certificate,  and  the 
same  is  properly  drawn  and  signed,  and  is  conformable  to  the  constitution 
and  laws  of  the  State. 


Attorney  General. 
See  gencrrlly  notes  to  Forms  1,  5,  8  and  11,  supra. 

Form  97. 
OATH  OF  CLERK. 

STATE  OF  MAINE,  | 

County  of   ( 

This day  of  ,  A.  D.  19 

jersonally   appeared    and    made   oath  that   he   wouM 

faithfully    and    impartially    perform    the    duties    devolving    upon    him    as 

Clerk   of    

Before  me,  , 

Justice  of  the  Peace. 


138      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  98. 
ANNUAL  RETURN. 

STATE    OF   MAINE. 

,  19.... 

To  Hon ,  Secretary  of  State. 

In  compliance  with   Section   26,  Chapter   47   of  the  Eevised  Statutes  of 

1903,  the  President  Treasurer   (Erase  title  not  used)   of  the   

riakes  the  following  return,  under  oath,  of  the  names  of  its  directors, 
president,  treasurer  and  clerk  with  the  residence  of  each,  the  location 
of  its  principal  oiEce  in  this  state  and  the  amount  of  its  authorized 
capital  stock. 

To  be  made  on  or  before  June  1st  of  each  year. 

Names  of  Directors.  Eesidence. 


(Give  Street  and  Number.) 

President,    

Treasurer,     

Clerk,     

Principal   office   is   located   at   Number    ,    Street 

in   the  City   Town   of    (Erase  word   not   used)    in  the 

County  of  

Authorized    Capital    Stock,    $ 

(President  or  treasurer  sign  here)   

ss : 

,  19.... 

Then  personally  appeared ,  President,  Treasurer  (Erase  title 

not  used)   of  the   ,  and  made  oath  to  the  foregoing  certificate, 

that  the  same  is  true. 

Before   me,    ,    Justice    of    the    Peace. 

Form  99. 
CERTIFICATE  OF  FOREIGN  CORPORATION. 

STATE    OF    MAINE. 

We,   ,  President,  and    ,  Treasurer 

or  Clerk,   of    ,  a  corporation   organized   under  the  laws   of 

,    in    compliance    with    the    provisions    of    Chapter    152 

of    the    Public    Laws    of    1911,    do    hereby    certify    as    follows    concerning 
said  corporation : 

1.  That   the  name   of   said   corporation  is    

2.  That  the  location,  of  its  principal  office  is    

3.  That  the  names  and  addresses  of  its  officers  are  as  follows: 


STATE   FORMS.  139 

Name.  Address. 


President,     

Treasurer,    

Clerk  or  Secretary, 


DirectorsJ 

4.     That    the    date    of    its    annual    meeting    for    election    of    officers   is 


5.     That  the  amount  of  its  capital  stock  authorized  is dollars. 

The  number  of  shares  is 

(  Preferred    Dollars 

The  amount  of  capital  stock  issued  is Con.mon      Dollars 


The  par  value  of  its  shares  is j  Preferred    Dollars 

)  Common      Dollars 

The  amount  paid  in  thereon  to  the  treasurer      ^  Preferred  .  .Dollars 

^^   J  Common      Dollars 

6.  Usual  place  of  business  in  this  state   

7.  To   whom   and   where   notices   and   copies   of   legal  processes  shall  be 
addressed    

In  Witness  Whereof,  we  have  hereunto  signed  our  names,    

this day  of in  the  year  nineteen  hundred  and   .... 


STATE   OF 


,   19.... 

Then   personally   appeared    the    above-named    and 

Feverally  made  oath  that  the  foregoing  certificate,  by  them  subscribed, 
is  true  to  the  best  of  their  knowledge  and  belief. 

Before  me,  


(If   out   of   Maine,   oath   before   a  Commissioner   for   Maine,   or   Notary^ 
Public;  if  within  Maine,  before  a  Notary  Public  or  Justice  of  the  Peace.) 

See    generally.    Cook    on    Corporations,    §§696-700;    Clark    &    M.,    Corp.,. 
§§  834-865. 

Form  100. 

FOREIGN   CORPORATION— APPOINTMENT   OF 
ATTORNEY. 

Know  all  IVIcn  by  these  Presents,  That  the    ,  a  corpo- 
ration   located   in    the    of    ,   in   the    State 

of    and    established    under    the    laws    of    said    State, 

desiring   to   transact   business   in    the   State   of   Maine   in   conformity  with 

the  laws  thereof,  hereby  constitutes  and  appoints of   

in  the  County  of and  State  of  Maine,  to  be  the  true  and  lawful 

Attorney  of  said  Corporation,  in   and   for   the   said 'State,  upon  whom  all 
lawful   process   in   any    action    or   proceeding   against    said    corporation   in 


140   CORPORATION  FORMS  AND  PRECEDENTS. 

said  State  may  be  served  in  like  manner  and  with  the  same  effect  as  if  said 
Corporation  existed  therein. 

And  the  said  Corporation  hereby  stipulates  and  agrees  that  any  lawful 
process  against  said  Corporation,  which  is  served  on  its  said  Attorney, 
shall  be  of  the  same  legal  force  and  validity  as  if  served  on  said  Cor- 
poration. 

This  appointment  and  the  authority  of  said  Attorney  shall  continue 
in  force  so  long  as  any  liability  remains  outstanding  against  said  Corporation 
in  said  State. 

In  Witness   "Whereof,   the  aforesaid  Corporation,   pursuant   to  a  vote   of 

its   Directors,    duly   passed   on   the    ....    day   of    ,   A.   D.    19...., 

(a  certified  copy  whereof  is  hereunto. annexed),  have  caused  these  presents 
to  be  subscribed  by  its  President  and  countersigned  by  its  Clerk  or 
Secretary,    and    the    corporate    seal    of    said    Corporation    to    be    hereunto 

affixed,   this    day  of    ,   in   the  year   of  our  Lord,   One 

Thousand   Kine  Hundred   and    .... 

,  President. 

,    Clerk    (or    Secretary). 

(N.  B.     The  Seal  of  the  Corporation  should  be  affixed.) 

STATE  OF   ,| 

County  of    f 

On  this    day  of    ,   A.   D.   19 ,   before  me,   a 

,  duly  appointed  and  qualified,  personally  appeared  the  before- 
named   President,  and   Clerk,  or  Secretary, 

of  the   ,  and  severally  acknowledged  the 

execution  of  the  foregoing  instrument  by  them  subscribed,  and  they 
severally  made  oath  that  they  are  respectively  the  afore-described  officers 
of  said  Corporation;  that  the  seal  affixed  to  said  instrument  is  its  true 
and  proper  corporate  seal;  and  that  they  subscribed  said  i'nstrument,  and 
said  corporate  seal  was  affixed  by  virtue  of  authority  duly  conferred  by 
said  Corporation. 

Witness  my  hand  and  official  seal,  at in  the  State  and  county 

aforesaid,  the  day  and  year  above  written. 


(COPY  OF  RESOLUTION  APPOINTING  ATTORNEY.) 

At  a  meeting  of  the  Directors  of  the   ,  a  Corporation 

established  under  the  laws  of  the  State  of   ,  duly  held  on  the 

day    of    A.    D.,    19..,    a    quorum    being    present,    the 

following  Vote  was  adopted: 

' '  Voted,  that  this  Corporation  hereby  appoints of 

in  the  County  of and  State  of  Maine,  to  be  its  true  and  lawful 

Attorney,  in  and  for  said  State,  upon  whom  all  lawful  processes  in  any 
action  or  proceeding  against  the  corporation  in  said  State  may  be  served 
in  any  manner  and  with  the  same  effect  as  if  this  Corporation  existed 
therein.      And    this    Corporation    hereby    stipulates    and    agrees    that    any 

•If  out  of  Maine,  before  a  Commissioner  for  Maine,  or  Notary  Public; 
if  within  Maine,  before  a  Notary  Public  or  Justice  of  the  Peace. 


STATE  FORMS.  141 

lawful  process  against  it,  which  is  served  on  its  said  Attorney,  shall 
be  of  the  same  legal  force  and  validity  as  if  served  on  this  Corporation. 
This  appointment,  and  the  authority  of  said  Attorney,  shall  continue  in 
force  so  long  as  any  liability  remains  outstanding  against  this  Corpora- 
tion in  said  State;  and  the  President  and  Clerk  or  Secretary,  are  hereby 
authorized  to  execute  in  the  name  of  the  Corporation,  and  under  its  cor- 
porate  seal,   a  certificate  of  authority   or   power   of   attorney   to   the   said 

in  conformity  to  this  Vote  and  the  laws  of  said  State." 

I  Hereby  Certify,  that  the  above  is  a  true  copy  of  the  Vote  of  the 
Directors  of  this  Corporation,  authorizing  the  appointment  of  an  Attorney 
fur  the  State  of  Maine,  as  recorded  by  me. 

Clerk    (or  Secretary). 


142      CORPORATION  FORMS  AND  PRECEDENTS. 

MARYLAND. 

Form  101. 

ARTICLES  OF  INCORPORATION. 

This   is   to   certify   that    the   subscribers,    ,   residing   in 

,    ,  residing  in    ,    , 

residing  in   ,  one  of  whom   ,  is  a  citizen  of  the 

ytate  of  Maryland,  all  being  of  full  legal  age,  do  hereby  certify,  that  we  do 
under  and  by  virtue  of  the  General  Laws  of  this  State,  authorizing  the  forma- 
tion of  corporations,  associate  ourselves  with  the  purpose  of  forming  a  cor- 
poration. 

1.  The    name    of    the    corporation    is    

2.  We  do  further  certify,  That  the  purpose  for  which  said  corporation 
is  formed  and  the  business  or  objects  to  be  carried  on  and  promoted  by 

it   are    ,    and   that   the    said    corporation   is   formed 

upon  the  articles,  conditions,  and  provisions  herein  expressed,  and  subject 
in  all  particulars  to  the  limitations  relating  to  corporations,  which  are 
contained   in   the   General   Laws   of   this   State. 

3.  We   do  further  certify,  that  the  principal  office   of  said  corporation 
will  be  located  in 

4.  We  do   further  certify.   That  the   aggregate  of  the   capital  stock  of 

the  said  corporation  is    dollars,   and  that  the  said  capital  is 

divided   into    shares   of   the   par   value   of    dollars, 

each. 

5.  We  do  further  certify,  that  the  said  corporation  will  be  managed  by 
,  and  that ,  one  of  whom  is  a  citizen  of  the  State 

of   Maryland,   and   actually   resides   therein,    are   the   names   of   those   who 

shall  act  as   of  the  said  corporation  for  the  first  year,  or  until 

their  successors  are  duly  chosen  and  qualified. 

In   Witness   whereof,  we  have  hereunto  set   our  hands,   this    day 

of    in  the  year  nineteen  hundred  and   .... 

Witness :  


State  of  jMaryland, 

,  towit : 

Before  the  subscriber,  a  justice  of  the  peace  (notary  public)  of  the  State 

of  Maryland,  in  and  for  the   of personally 

appeared   on   this    day   of    ,   nineteen   hundred  and 

. . .  .,    and    did    severally    acknowledge    the    foregoing 

certificate  to  be  their  act. 

Witness  my  hand  and   seal : 


State  of  Maryland, 
,  towit : 

I,  Clerk  of  the Court  of ,  do  hereby  certify,  That 

,    Esquire,    before    whom    the    annexed    acknowledgment    was 

made,   and  who  has  thereto  subscribed  his  name,  was  at  the  time  of  bo 


STATE  FORMS.  143 

doing,   a    of  the   State  of  Maryland,   in  and   for  the of 

,    duly   commissioned  and   sworn,   and   authorized   by   law   to 

administer    oaths    and    tako    acknowledgments,    or    proofs    of    deeds    to    be 
recorded  therein. 

In   testimony  wlieroof,   I   hereunto  set  my  hand  and   afiix  the  seal  of  the 
Court  of    this    day   of    A.   1).    19.. 


Clerk  of  the   Court  of 

I^ ,  one  of  the  judges  of  the Court  of , 

do  hereby  certify  that  the  foregoing  certificate  has  been  submitted  to  me 
for  examination;  and  I  do  further  certify,  that  the  said  certificate  is 
executed  in   conformity  with   the   law. 


See  generally  notes  to  Forms  1,  5,  8  and  11,  siipra.  See  also  Munich 
Reinsurance  Co.  v.  United  Surety  Co.,  113  Md.  200;  Phillips  v.  Insley. 
113  Md.  341;  National  Shutter  Bar  Co.  v.  Zimmerman  Co.,  110  Md.  313; 
Diggs  V.  Fidelity  &  Deposit  Co.,  112  Md.  50;  Leviness  v.  Consol.  Gas.,  etc., 
Co.,  114  Md.  559. 

Form  102. 
REPORT  OF  CAPITAL  gTOCK  OF  CORPORATIONS. 

,  19.. 

Eeport  of  the    for  the  year  ended  the  first  day  of 

January,  A.  D.,  19.  . 

To  the  State  Tax  Commissioner  of  Maryland: 

Sir:  In  compliance  with  the  requirements  of  Article  81,  Code  of  Public 
General  Laws,  New  Code,  Sections  87,  88,  147,  148,  150,  151,  159,  160, 
161,  and  Chapter  84  of  the  Acts  of  1906,  the  said  Company  makes  the 
following  report  for  the  information  of  the  State  Tax  Commissioner. 
This  report  shows  the  condition  of  the  Company's  affairs  as  of  January 
1,  19....,  in  so  far  as  it  is  possible  to  give  them  and  is  complete  and 
accurate. 

1.  Name  of   the   Institution,   Association  or   Corporation    

2.  Date  of  incorporation,    

3.  Place  of  incorporation,    

4.  Nature   of   business   conducted    by   the    Corporation,    

5.  Location  of   the   principal   office  with   street   number,    

6.  Names   and   addresses   of   President,   Secretary  and   Treasurer, 


Name.  Address. 

President     

Secretary     

Treasurer  ' 

7.  Amount  of  authorized  Capital  Stock.     Common  shares at 

$ per  share.  .     Preferred  shares   at  $    per 

share. 

8.  Amount  issued.     Common   shares    Preferred  shares 

9.  Amount   of  bonded   indebtedness,  $ 

10.  The  number  of  shares  held  by  residents  of  Baltimore  City, 

11.  The  number  of  shares  held  by  non-residents  of  the  State  of  Mary- 
land     


144      CORPORATION  FORMS  AND  PRECEDENTS. 

12.  The  number  of  shares  held  by  residents  of  each  County.      (Do  not 
include  Baltimore  City  and  non-resident  shares  in  County  list.)    

(use  separate  sheet  if  necessary.) 

13.  Dividends   paid,    19....,    ....    per    cent.      Dividends   paid    19...., 
....  per  cent, 

14.  Amount  of  surplus  fund  as  of  January  1st,   19....,  $ 

15.  Amount  of  undivided  profits  as  of  January  1,  19.  .  .  .,  $ 

16.  Amount   of    sinking   fund,   reserve   fund    or   contingent   fund   as  of 
January  1st,  19.  . .  .,  $ 

17.  Gross   receipts   from   all  sources   for   the   year   ending   January  1st, 
19....,  $ 

18.  Net  profits  for  the  year  ending  January  1st,  19.  .  .  .,  $ 

How  arrived  at   

19.  Sale  of  stock  during  year.     Highest  price,  $ per  share. 

Lowest  price  $ per  share.     Present  price,  $ per 

share 

20.  Your   estimate   of   present   value,    $ Upon   what   based 


21.  Eeal  estate  owned  by  Company  and  certificate  for  the  same  from 
the  Appeal  Tax  Court  of  Baltimore  City  or  County  Commissioners  of  the 
county  where  such  real  estate  is  located,  $ 

22.  Plant  exemptions  for  which  we  ask  credit  with  certificate  of  same 
as  given  by  the  Appeal  Tax  Court  or  County  Commissioners,  $ 

23.  The  amount  of  real  estate  and  other  property,  real  and  personal, 
owned  or  held  by  said  corporation  and  the  full  value  of  the  same,  without 
regard  to  the  amount  at  which  it  may  be  locally  assessed. 

FULL  VALUE. 

Eeal  estate  whether  directly  assessed  to  the  corporation  or  not 

Mortgages    owned    or   held    by    corporation    

Ground   Rent   owned   or   held   by   corporation    

Ships,  Steamers,  Dredging  Machines  and  water  craft  of  all  kinds,  with 
their  furniture,  stores  and  appurtenances,  and  all  shares  or  interests  in 
water  craft  of  any  kind.  State  kind  and  name  of  vessel  or  craft  and 
full  value   of  same  or  of  the  interest  therein   owned  by  the  corporation 


Machinery   and   implements,    including   engines,   boilers,    dynamos,   shaft- 
ing, &c 

Amount  of  insurance  carried  on   same    

Fixtures 

Furniture,    Furnishings,    Safes,   &c 

Highest    amount    of    stock    manufactured    on    hand    during 
the    year    

Lowest    amount    of    stock    manufactured    on    hand    during 
the    year    

Average    amount    of   stock    manufactured    on    hand    during 
ihjd    year 

Highest  amount  of  raw  material  on  hand   during  the  year 

Lowest  amount   of  raw   material   on   hand  during  the  year 


statp:  forms.  145 

Average  amount   of  raw  material  on   hand   iluring   tlio  year 

Highest  amount  of  stock  (not  manufactured  by  the  corpora- 
tion)   on   hand   during   the   year 

Lowest  amount  of  stock    (not   mainifacturtd   by   the   coifiora- 
tion )    on   hand   during   the   year 

Average  amount  of  stock  (not  iiianiifacturod  by  the  corpora- 
tion)   on    hand    during   tlie   year 

Amount  of  insurance  carried  on  goods,  wares  and  mer- 
chandise      

Live  Stock,  stating  number,  kind  and  value   

Vehicles,  stating  number,  kind  and  value 

Property  owned  or  held  by  the  cor[)oration  outside  of  State 
cf    Maryland     

Bills  and  accounts  receivable,  including  certificates  of  in- 
iebtedness,    judgments,     &c 

Patent    Rights    

Government    Bonds     

Stocks  and  Bonds  of  the  State  of  Maryland,  or  other 
states    or    counties 

Bonds  of  counties,  cities  or  towns  of  this  State  (other  than 
the  City  of  Baltimore)  and  of  the  counties,  cities  or  towns 
of   other   states   or   countries    

Stocks  and  Bonds  of  Foreign  corporations  including  lail 
roads    of   other   states    

Stocks  and  Bontls  of  railroads  of  this  State 

All  other  kinds  of  property,  not  in(du<lod  in  the  above 
enumeration     

L'4.  Baltimore  City  stock  on  which  the  State  Tax  is  paid  or  is  payable 
by   said   city   with   certificate  of   the  City   Register   of  Baltimore,   showing 

the  amount    (par  value)   owned  on  the  first   day  of  January,   19 and 

six   months    continuously   theretofore   by   said    corporation    with   a    descrip- 
tion  of   the  respective  issues 

25.  Shares  of  stock  owned  on  the  first  day  of  Januarj-,  19...  and 
six  months  continuously  theretofore  in  any  bank  or  other  corporation  of 
this  State  on  which  the  State  and  County  or  City  taxes  are  paid  or  are 
jiayable  by  such  bark  or  other  corporation. 

26.  If  said  corporation  has  returned  any  stocks  of  bank  or  other  cor- 
porations of  Maryland  (under  No.  25)  state  whether  the  same  are  owned 
by  the  corporation  of  which  you  are  an  officer  and  for  which  you  are 
making  this  return,  or  are  held  by  such  corporation  as  a  security  for  any 
loan  or  as  a  collateral  security  for  any  payment  or  other  purpose. 


Signature  of  Officer. 
AFFIDAVIT. 


State    of    ^'aryland    to-wit : 

On   this    day   of    19 before    me.   a   Xotary 

Public  or  .Justice  of  the  Peace  of  said  State,  in  and  for  said 

personally   appeared    and   made   oath   in    due   form   of   law 

that    the    foregoing   is   a   true   return   of    all   the   property    of   every   kind 


J46      CORPORATION  FORMS  AND  PRECEDENTS. 

and   description   either   within   or   without   the   State   of    Maryland,   owned 

or  held  by  the   ,  on  January  1,   19.  . .  .,  and  that  he 

has  valued  the  property  at  its  full  cash  value  without  reference  to  a 
forced  sale;  and  that  all  statements  contained  in  this  schedule  are  full, 
correct  and  true  without  evasion  or  mental  reservation  whatsoever. 


Form  103. 
CERTIFICATE  OF  FOREIGN  CORPORATION. 

The     of 

To    the    Secretary    of    State,    Annapolis,    Maryland. 

The    ,  a  corporation   organized   and  existing  under 

the  laws  of  the  State  of   in  compliance  with  the  require 

ments  of  Section  68  of  Article  23  of  the  Code  of  Public  General  Law: 
of  Maryland,  said  Article  being  the  General  Corporation  Law  of  saic 
State,  does  herewith  file  a  certified  copy  of  its  charter  and  make  the 
following  certificate: 

The  name  of  the  corporation  is: 

The  names  and  addresses  of  its  officers  and  directors  are: 

President,     

Treasurer, 

Secretary,     , 

Directors. 


The    principal   office   of   said    corporation    in   the   Slate   of   Maryland   ii 
located    at    ,    and    in    the    State    of    its    incorporation,    at 


The  amount  of  the  capital  stock  of  said  corporation  authorized  by  law 

is  $    ,  consisting  of    shares  of   Preferred   Stock 

of    the    par    value    of    $ each,    and     shares    of 

Common  Stock  of  the  par  value  of  $   each. 

The    amount    of    capital    stock    of    said    corporation    actually    issued    irj 

$ ,  of  which shares  are  Preferred  Stock  and 

shares  are  Common  Stock;  the  amount  paid  in  on  said  shares  of  capital  stock 

is  $    ,  being  $   on  each  share  of  Preferred  Stock 

and  $ on  each  share  of  Common  Stock. 

The  names  and  addresses  of  the  shareholders  of  said  corporation  residing 
in  the  State  of  Maryland,  and  the  number  of  shares  of  the  stock  of  said 
corporation  held  by  each,  are  as  follows: 

Names.  Addresses.  No.  of  Shares. 


The  amount  of  capital  employed  in  the  State  of  Maryland  by  said  cor- 
poration is  $ 

The    said    corporation    hereby   appoints    ,    residing    at 

,  Maryland,  as  its  Agent  in  said   State,  upon  whom 

legal  process  may  be  served. 


STATE  FORMS.  Ii7 

The  said  corporation  hereby  declares  its  willingness  that  so  long  as 
any  liability  remains  outstanding  against  it  in  the  State  of  Maryland, 
the  authority  of  such  Agent  shall  continue  until  a  substitute  is  appointed 
and  certified  to  the  Secretary  of  State. 

In    Testimony    Whereof,    I,    ,    President,    Treasurer, 

of   said   corporation,   have   hereunto   set   my   hand   and   caused   the   seal   of 

the  said  corporation  to  be  hereto  affixed,  this day  of , 

19.... 

,    President. 

,  Treasurer. 

[Corporate  Seal] " 

STATE  OF   ,1 

'  ss  * 
County  of    ( 

Personally   appeared   before    me,    the   undersigned,   a    Notary   Public   in 

and  for  the   and  State  aforesaid,  the  above   , 

President,  Treasurer,  of  the  corporation  making  the  foregoing  statement, 
and  who  has  signed  the  same,  and  made  oath  in  due  form  of  law  that  the 
facts  and  figures  set  forth  in  said  statement  are  true  to  the  best  of  hia 
knowledge  and  belief. 

Sworn  to  and  subscribed  before  me,  this   day  of , 

19.... 

[Notarial   Seal]  ^ 

Notary  Public. 

To  the    

I  hereby  accept  the  appointment  as  the  agent  of  your  company  to 
reside  in  the  State  of  Maryland,  upon  whom  legal  process  may  be  served. 


STATE    OF   MARYLAND,  J 
County  of  ( 

Personally    appeared    before    me,    the    subscriber,    a    Notary    Public    in 

and  for  the  State  and   aforesaid,  the  above  named 

,  who  acknowledged  the  signing  of  the  above  acceptance 

as  his  free  act  and  deed  for  the  uses  and  purposes  therein  mentioned. 

Witness  my  hand  and  Notarial  Seal,  this  ....  day  of ,  19.  . .  . 

[Notarial   Seal]  

Notary  Public. 

See  generally  Cook  on  Corporations,  §§696-700,  758;  Clark  &  M.,  Corp., 
§§  834-865. 

See  also  Patapsco  Elec.  Co.  v.  City  of  Baltimore,  110  Md.  306;  Kendrick 
&  Roberts  v.  Warren  Bros.  Co.,  110  Md.  47;  Mutual  Life  Ins.  Co.  v. 
Mullam,  107  Md.  457;  Smith-Premier  Typewriter  Co.  v.  Westcott,  112  Md. 
146. 

Form  104. 
FOREIGN  CORPORATION— ANNUAL  STATEMENT. 

Tho    name   of    the    corporation    is    

Organized  under  the  laws  of  the  State  of   

The  names  and  addresses  of  its  President,  Treasurer,  Secretary  anA 
Directors,    are :     

The  principal  office  of  the  corporation  in  this  State  is  located  at 
,  and  in  the  State  of  its  incorporation  at ; 


148   CORPORATION  FORMS  AND  PRECEDENTS. 

the  amount  of  its  capital  stock  authorized  by  law  is  $ ; 

the   amount   actually   issued   is   $ ;    the   number '  of   shares 

is    ,   being    shares   of  preferred   stock   and 

shares  of  common  stock  of  the  par  value  of  $ 

each;  the  amount  paid  in  on  said  shares  is  $ 

The  names  and  addresses  of  the  shareholders  residing  in  the  State  of 
Maryland,  and  the  number  of  shares  of  the  stock  of  the  corporation  held 
by  each,  are  as  follows :    

The  amount  of  capital  employed  in  the  State  of  Maryland  by  said 
corporation  is  $ ;, 

The  Maryland  Agent  of  the  corporation  upon  whom  legal  process  may 
be  served,   is    ,   residing  at    ,   Maryland. 

The  said  corporation  hereby  declares  its  willingness  that  so  long  as  any 
liability  remains  outstanding  against  it  in  the  State  of  Maryland,  the 
authority  of  said  agent  shall  continue  until  a  substitute  is  appointed  and 
certified  to  the  Secretary  of  State. 

In   Testimony  Whereof,   I,    ,   President,   Treasurer, 

of  said  corporation,  have  hereunto  set  my  hand,  this    day  of  191.. 


President.       Treasurer. 

Sworn  to  and  subscribed  before  me,  this  ....  day  of ,  191 . 

[Notarial  Seal] 

Notary  Public. 


STATE  FORMS.  149 

MASSACHUSETTS. 

Form  105. 

AGREEMENT  OF  ASSOCIATION. 

We,  whose  names  are  lioreto  subscribed,  do  by  tbis  agreement,  associate 
ourselves  with  the  intention  of  forming  a  corporation  according  to  the 
provisions  of  chapter  437  of  the  Acts  of  the  year  1903,  of  the  Common- 
wealth of  Massachusetts,  and  the  acts  in  amendment  thereof  and  in 
addition  thereto. 

The  name  by  which  the  corporation  shall  be  known  is 

The   location   of   the   principal   office   of   the   corporation   within   the   Com- 
monwealth is  the   of    and  outside  the 

Commonwealth,  the of ,  State  of 

The  purpose  for  which  the  corporation  is  formed  and  the  nature  of 
the  business  to   be  transacted   by  it  are  as   follows:    

The  total  amount  of  its  capital  stock  to  be  authorized  is   

dollars. 

(Preferred    dollars. 

The  par  value  of  its  shares  is l^,  .iniicirs 

'  )  Common    dollars. 

\  Preferred     

The  number  of  its  shares  is    ^'^ 

)  Common    


(Xote. — State  "the  restrictions,  if  any,  imposed  upon  the  transfer  of 
etock,  and  if  there  are  to  be  two  or  more  classes  of  stock,  a  description 
of  the  different  classes  and  a  statement  of  the  terms  on  which  they  are 
to  be  created  and  the  method  of  voting  ther-^on.") 

(Xote. — State  any  other  provisions  not  inconsistent  with  law  for  the 
conduct  and  regulation  of  the  business  of  the  corporation,  for  its  voluntary 
dissolution,  or  for  limiting,  defining  or  regulating  the  powers  of  the  cor- 
poration, or  of  its  directors  or  stockholders,  or  any  class  of  stockholders.) 

(If  seven  days'  notice  is  given,  use  Form  105a,  post.) 

The  first  meeting  shall  be  called  by ,  of 

(If  notice  is  waived  use  the  following  form.) 

We  hereby  waive  all  requirements  of  the  statutes  of  Massachusetts  for 

notice  of   the  first   meeting  for  organization,  and  appoint  the    

day  of   ,  101..,  at   o'clock   M.,  at    

as  the  time  and  place  of  holding  said  first  meeting. 

The  names  and  residences  of  the  incorporators  and  the  amount  of  stock 
subscribed  for  by  each  are  as  follows: 

Amount  Subscribed  For. 

Name.  Residence.  Preferred.  Common. 


150      COKPORATIOiM  FORMS  AND  PRECEDENTS. 

In  Witness  Whereof,  we  have  hereunto  set  our  hands,  this   . . . . 
clay  of in  the  year  nineteen  hundred  and   


(Proper  first  name  should  be  written  in  full.  Initials  and  abbreviations 
are  not  sufficient.) 

See  notes  to  Forms  1,  5,  8  and  11,  supra.  See  also  Koosevelt  v.  Hamblin, 
199  Mass.  127. 

Form  105a. 
NOTICE  OF  FIRST  MEETING. 

To  : 

You  are  hereby  notified  that  the  first  meeting  of  the  subscribers  to  an 
agreement  to  associate  themselves  with  the  intention  of  forming  a  corpora- 
tion to  be  known  by  the  name  of   ,  dated   19.  . . .,  for 

the  purpose  of  organizing  said  corporation  by  the  adoption  of  by-laws  and 
election  of  officers  and  the  transaction  of  such  other  business  as  may  prop- 
erly come  before  the  meeting,  will  be  held  on  ,  the  

day  of ,19 ,  at o'clock,  , m., 

at   


(One   of   said   subscribers.) 

STATE  OF   ,\ 

County  of    ( 

I  hereby  certify  that  I  have  served  the  foregoing  notice  upon  each  of 
the  subscribers  to  the  above  mentioned  agreement  by  a  true  copy  thereof 
served  as  follows:  (State  manner  of  service,  e.  g.,  whether  given  to  the 
subscriber,  or  left  at  his  residence  or  usual  place  of  business,  or  deposited 
in  the  post-office,  postage  prepaid,  and  addressed  to  him  at  his  residence 
or  usual  place  of  business)  seven  days  at  least  before  the  day  fixed  for  said 
first  meeting. 

(One   of   said   subscribers.) 

Subscribed  and  sworn  to  before  me  this  day  of 

,   19.... 


Justice  of  the  Peace. 

Form  106. 
ARTICLES  OF  ORGANIZATION. 

We,    ,  being  a  majority  of  the   directors  of    t 

elected  at  its  first  meeting  in  compliance  with  the  requirement  of  section  11 
of  chapter  437  of  the  Acts  of  1903,  do  hereby  certify  that  the  following 
is  a  true  copy  of  the  agreement  of  association  to  form  said  corporation, 
with  the  names  of  the  subscribers  thereto : 

"We,  whose  names  are  hereto  subscribed,  do,  by  this  agreement,  associate 
rurselves  with  the  intention  of  forming  a  corporation  according  to  the  pro- 
visions of  chapter  437  of  the  Acts  of  the  year  1903,  of  the  Commonwe^dth 


STATE   FORMS.  151 

of  Massachusetts,  and  the  acts  in  amendment  thereof  and  iu  addition 
thereto. ' ' 

The  name  by  which  the  corporation  shall  be  known  is  

The  location  of  the  principal  office  of  the  corporation  within  the  Common- 
wealth is  the    of   and  outside  the  Commonwealth 

the of State  of 

The  purpose  for  which  the  corporation  is  formed  and  the  nature  of  the 
business  to  be  transacted  by  it  are  as  follows:   

The  total  amount  of  its  capital  stock  to  be  authorized  is dollars. 

( Preferred     dollars. 

The  par  vi.lue  of  its  shares  is  L.(,„„,j„n     dollars. 

( Preferred    

The  number  of  its  shares  is    |(.^„^„,^„     

(Xoto — State  "the  restrictions,  if  any,  imposed  upon  the  transfer  of 
stock,  and  if  there  are  to  be  two  or  more  classes  of  stock,  a  description  of 
the  different  classes  and  a  statement  of  the  terms  on  which  they  are  to  be 
created  and  the  method  of  voting  thereon.") 

(N^ote — State  any  other  provisions  not  inconsistent  with  law  for  the  con- 
duct and  regulation  of  the  business  of  the  corporation,  for  its  voluntary 
dissolution,  or  for  limiting,  defining  or  regulating  the  powers  of  the  cor- 
poration, or  of  its  directors  or  stockholders,  or  any  class  of  stockholders.) 

That  the  first  meeting  of  the  subscribers  to  said  agreement  was  held  on 

the    day  of    in  the  year  nineteen  hundred  and    

.  That  the  amount  of  capital  stock  now  to  be  issued  is shares 

of  preferred  stock,   shares  of  common  stock,  to  be  paid  for  as 

follows: 

Amount  and  Class  of  Stock  Issued. 

Shares  Preferred.  Shares  Common. 

In  Cash: 

In  full, 

By   instalments,    

Amount  of  instalments  to  be  paid  before  com- 
mencing   business,     

In  Property: 
i^eal  Estate: 

Location,     

Area,     

Personal  Property: 

Machinery,     

Merchandise, > 

Bills  receivable,   

Stock   and   securities,    

Patent    rights,     

Trade   Marks,    

Copyrights 

Good    will 

Services, 


152      COKPORATION  FORMS  AND  PRECEDENTS. 
Expenses,    


(State  clearly  the  nature  of  such  services  or  expenses  and  the  amount  of 
stock  to  be  issued  therefor.) 

The  name,  residence  and  post  office  address  of  each  of  the  officers  are  as 
follows : 
Name  of  Office.       Name.  Eesidence.  Post   Office  Address. 

President,     

'  Treasurer,     

Clerk,  

Directors,     

In  Witness  Whereof,  we  have  hereunto  signed  our  names,  this 

day  of in  the  year  nineteen  hundred  and   


THE  COMMONWEALTH  OF  MASSACHUSETTS,) 

iss: 


191.. 


Then  personally  appeared  the  above-named and 

and  severally  made  oath  that  the  foregoing  certificate,  by  them  subscribed, 
is  true  to  the  best  of  their  knovrledge  and  belief. 

Before  me. 


Justice  of  the  Peace. 

See  notes  to  Forms  1,  5,  8  and  11,  supra. 

Form  107. 
ARTICLES  OF  AMENDMENT. 

We,    ,   President,    ,   Treasurer,   and 

,  being  a  majority  of  the  Directors  of ,  in 

compliance  with  the  provisions  of  chapter  437  of  the  Acts  of  1903,  and  of 
all  acts  in  amendment  thereof  and  in  addition  thereto,  do  hereby  certify 
that  at'  a  meeting  of  the  stockholders  of  the  said  corporation,  duly  called 

for  the  purpose,  held ,  191.  .,  and  by  the  affirmative  vote  of 

shares  of  the  preferred  stock  and shares  of  the  common  stock  of 

said  corporation,  being  at  least of  all  the  stock  outstanding 

and  entitled  to  vote,  the  following  amendment  or  alteration  in  the 

cf   said   corporation    was   duly    adopted,   namely:     

In  Witness  Whereof,  we  have  hereunto  signed  our  names,  this 

day  of in  the  year  nineteen  hundred  and  ... .  i,i,i«,* 


STATE   FORMS.  153 

THE  COMMONWEALTH  OF  MASSACHUSETTS,] 


ss: 


,li^..-- 

Then    personally    appeared    the   abuve-nnnud    an<l 

severally  made  oath  that  the  foregoing  certificate  by  them  subscribed,  is 
true,  to  the  best  of  their  knowledge  and  belief. 

Before   me,    

Justice  of  the  Peace. 
(The   filing  fee   to  accompany   this  certificate  is   $5.00.) 
See  generally  notes  to  Form  8,  supra. 

Form  108. 
ISSUE  OF  CAPITAL  STOCK. 

We,     ,    President,     ,    Treasurer,    and 

,  being  a  majority  of  the  Directors  of  ,  in  compli- 
ance with  the  provisions  of  section  14,  chapter  437  of  the  Acts  of  1903,  and 
of  all  acts  in  amendment  thereof  and  in  addition  thereto,  do  hereby  certify 

that  at  a  meeting  of  the  directors  of  said  corporation,  held  on 

191..,  it  was  voted  to  issue   dollars  of  the  capital  stock  fixed 

in  its  articles  of  organization,  this  amount  being  in  addition  to  amounts 
previously  issued  and  certified  in  papers  filed  in  the  oflSce  of  the  Secretary 
of  State. 

That  the  total  amount  of  capital  stock  authorized  is 

{ shares  preferred. 

)  shares  common. 

The  amount  of  capital  stock  already  issued  for  cash  payable  by  instalments 
is 

( shares  preferred. 

)  shares  common. 

upon   which    dollars   have   been   paid  namely, 

j  dollars  on  preferred  stock, 
(dollars   on   common    stock. 
The  amount   of   full  paid  stock   already  issued  for  cash  is 

( shares  preferred. 

)  shares  common. 

The  amount  of  full  paid  stock  already  issued  for  property  is 

(shares  preferred. 

)  shares  common. 

The  amount  of  full  paid  stock  already  issued  for  services  and  expenses  is 

(shares  preferred. 

)  shares  common. 

That   the  amount   of   additional  stock   to   be   issued   for   cash,   property, 

services  or  expenses  is  $ ,  of  which    

( shares  are  pref erretl. 

) shares  are  common. 

To  be  paid  for  as  follows: 
In    cash:  Preferred.         Common. 

In    full,  

By  instalments,  

Amount  of  first  instalment,  


154   CORPORATION  FORMS  AND  PRECEDENTS. 

In  property: 
Real  estate:  — 

Location,    

Area,    

Personal  Property: 

M achinery,  

Merchandise,    

Bills    receivable,    

Stocks  and  securities,   , 

Patent   rights,    

Copyrights,    

Trade-marks, 

Good  will,   

Services,     

Expenses,    

(Note — State   clearly   the   nature   of  such  services  and  expenses.) 

In  witness  whereof,  we  have  hereunto  signed  our  names,  this   

day  of   in  the  year  nineteen  hundred  and   .... 

(Signatures  of  President,  Secretary,  and  majority  of  Directors.) 

THE  COMMONWEALTH  OF  MASSACHUSETTS,) 

'  ss: 

,   191.. 

Then   personally   appeared   the   above-named    and   severally 

made  oath  that  the  foregoing  certificate,  by  them  subscribed,  is  true  to 
the  best  of  their  knowledge  and  belief. 

Before  me,   Justice  of  the  Peace. 

Form  109. 
CERTIFICATE   OF  CONDITION. 

We, ,  President, ,  Treasurer,  and , 

being  a  majority  of  the  directors  of  the in  compliance  with 

the  provisions  of  chapter  437  of  the  Acts  of  1903,  and  all  acts  in  amend- 
ment thereof  and  in  addition  thereto,  do  hereby  certify: 

1.  That    the    name    of    said    corporation    is    

2.  That   the   location   of   its   principal   office   in    this    Commonwealth    is 

No , Street  (city  or  town), and  outside  this 

Commonwealth  No , Street  (city  or  town), 

State  of   

3.  That  the  date  of  the  last  annual  meeting  was ,  19 . . . . 

4.  That  the  total  amount  of  its  authorized  capital  stock  is 

That  said  capital  stock  is  divided  into   shares,  of  which 

shares  are  preferred  and   shares  common,  and  the 

par  value  of  each  share  of  said  stock  is 

( preferred     dollars 

)  common dollars 

The  amount  issued  and  outstanding  at  said   date  was ■ 

( shares  preferred. 

)  shares  common. 

_,         ,  ,  ,  .,    ,  (preferretl dollars. 

1  hat  the  total. amount  then  paid  thereon  was:  '  ,  „ 

)  common aoJlars. 


STATE  FORMS.  155 

5.  That  the  assets  and  liabilities  of  the  corporation,  at  the  date  of  the 
end  of  its  last  fiscal  year,  were  as  follows, ,  19.  . .  . 

(Insert  here  date  of  end  of  fiscal  year,  which  by  section  20  should  be 
not  more  than  ninety  days  prior  to  the  date  fixed  in  the  bylaws  for  the 
annual  meeting.) 

ASSETS.  LIABILITIES. 


Real  estate   $.  .  .  .      Capital    stock     $.  . .  . 

Machinery     Accounts  payable    

Merchandise   including:    Manu-  Funded  indebtedness   

factures,    mer<;handise,    ma-  Floating  indebtedness    

terial  and  stock  in  process Surplus     ,  . . . 

Cash  and  debts  receivable Profit  ami   loss    

Patent   rights    

Trade-marks     

Good  will    

I'rofit  and   loss 

Total     $ Total     $ 

G.  That  the  names  and  addresses  of  all  the  directors  and  oflScers  of 
the  corporation  and  the  dates  at  which  the  term  of  office  of  each  expires 
are  as  follows: 

Name  of  OflSce.  Names.  Addresses.  Expiration  of 

Term  of  Office. 


President, 
Treasurer, 
Clerk, 
Directors, 


The  committee  selected  at  the  annual  meeting  of  this  corporation,  which 
has  an  outstanding  capital  stock  of  $100,000  or  more,  at  a  meeting  held 

at on  the day  of ,  A.  D.  19 , 

has  employed ^.  of as  Auditor,  pursuant  to  the 

provisions  of  section  47  of  chapter  437  of  the  Acts  of  1903,  and  of  chapter 
326,  Acts  of  1909. 

(President,  Treasurer  and  majority  of  Directors  should  sign  in  sp^ee 
below. ) 

In  "Witness  Whereof,  we   have   hereunto   signed   our  names,   this    

day  of    ,  in  the  year  nineteen   hundred  and    .... 


156   CORPORATION  FORMS  AND  PRECEDENTS. 

THE  COMMONWEALTH  OF  MASSACHUSETTS.) 

[^  ss: 

,  19.... 

Then   personally   appeared    the    above-named    and 

several!}'  made  oath  that  the  foregoing  certificate,  by  them  subscribed, 
is  true  to  the  best  of  their  knowledge  and  belief. 

Before  me,   ,  Justice  of  the  Peace. 

(If  out  of  Massachusetts,  oath  may  be  taken  before  a  commissioner  for 
Massachusetts,  or  Notary  Public;  if  within  Massachusetts,  before  a  Notary 
Public  or  Justice  of  the  Peace.) 

auditor's  certificate. 

(This  certificate  is  to  be  used  only  by  corporations  having  a  paid-im 
capital  stock  of  $100,000,  or  over.) 

(This  auditor  may  not  be  a  bookkeeper,  treasurer  or  other  officer  of 
this  corporation,  who  has  signed  and  executed  this  statement.  Chap.  300 
of  the  Acts  of  1908.) 

,19--- 

I, ,  of ,  the  duly  selected  Auditor 

of   ,  a  corporation  duly  established  by  law,  hereby 

certify  that  I  have  completed  the  examination  of  the  books  of  said  cor- 
poration, and  its  certificate  of  condition  as  executed  by  its  officers,  to 
which  this  certificate  is  attached,  and  find  that  said  certificate  represent* 
the  true  condition  of  the  affairs  of  said  corporation  as  disclosed  by  it^ 
books.  This  certificate  is  made  by  me  in  compliance  with  the  provisions  of 
section  47,  cnapter  437,  of  the  Acts  of  1903. 

,  Auditor. 


THE  COMMONWEALTH  OF  MASSACHUSETTS, 


ss: 


,  19--. 

Then  personally  appeared  the  above-named   an(i 

made   oath  that   the   above   certificate  by  him  subscribed   is   true. 
Before  me,   ,  Justice  of  the  Peace. 

Form  110. 
FOREIGN  CORPORATION— CERTIFICATE. 

COMMONWEALTH  OF  MASSACHUSETTS. 

We,     ,    President,     ,    Treasurer,    and 

,  being  a  majority  of  the  Directors  of ,  a  cor- 
poration organized  under  the  laws  of   in  compliance  with  the 

provisions  of  chapter  437  of  the  Acts  of   1903,   do  hereby  certify  as  fol- 
lows concerning  said  corporation : 

1.  That   the    name    of    said    corporation    is    

2.  That   the   location   of   its   principal   office   is    

3.  That  the  names  and  addresses  of  its  officers  are  as  follows: 

Name.  Address. 

President, 

Treasurer,  

Clerk    or   Secretary,  

Directors,  « 


STATE  FORMS.  157 

4.     That    the    date    of    its   annual    meeting    for    the    election    of    officer! 


5.     Tliat  the  amount  of  its  capital  Ktock  authorized  is dollars. 

That  the  amount  of  capital  stock  issued  is   (hdlars. 

The  number  of  its  shares  is  )  '     

I  Coninion   

m,  1**1  •  (Preferred    dollars 

Ihe  par  value  of  its  shares  is  <,, 

) Common   dollari 

The  amount  j)aid  in  thereon  to  the  ( Preferred  doilari 

treasurer  is  1  Common dollari 

The  amount  of   such   payment   made   otlierwise   than  in  money  is  ai 
follows :    

Paid   in   property,   viz: —    (State   here   the   number   of   shares  issued 
on  each  item.) 

Preferred.       Common. 
Real    estate    

location    

area  

Machinery     

Merchandise 

Bills   receivable    

Stocks  and  securit  ics   

Patent  rights    

Trade-marks    

Copyrights    

Goodwill     

Services*    

Expenses*    

*State  the  nature  of  such  service  or  expenses. 

6.  Usual  place  of  business  in  this  commonwealth 

7.  To  whom  and  where  shall  notice  and  copies  of  legal  process  be  ad- 
dressed ?   

In  Witness  Whereof,  we  have  hereunto  signed  our  names,  this 

day  of   ,  in  the  year  nineteen  hundred  and   


STATE  OF 

Vss: 


,    19.... 

Then    personally    appeared     the    above-named     , 

and  severally  made  oath  that  the  foregoing  certificate,  by  them  subscribed, 
is  true  to  the  best  of  their  knowledge  and  belief. 

Before  me,    


(If  out  of  Massachusetts,  oath  may  be  taken  before  a  commissioner  foi 
Massachusetts,  or  notary  public.  If  within  Massachusetts,  before  a  notary 
public  or  justice  of  the  peace.) 

See    g«neraJly    Cook    on    Corporations,    §§696-700,    758;    Clark    &    M., 


158   CORPORATION  FORMS  AND  PRECEDENTS. 

Corp.,  §§  S3i-S65.  See  also  Potter  v.  LaPointe  Mach.  Tool  Co.,  201 
Mass.  557;  Attorney  General  v.  N.  Y.,  N.  H.  &  H.  K.  Co.,  198  Mass. 
413;    Andrews  v.    Mines  Corporation,  205  Mass.    121. 

Form  111. 

FOREIGN  CORPORATION— APPOINTMENT  OF 
ATTORNEY. 

Know   all   Men  by  these  Presents, 

That  tho ,  a  corporation  located  in  the 

of   ,  in  the  state  of ,  and  established  under 

the  laws  of  said  state,  desiring  to  transact  business  in  the  Commonwealth 
of  Massachusetts  in  conformity  with  the  laws  thereof,  hereby  constitutes 
and  appoints  the  Commissioner  of  Corporations  of  said  Commonwealth, 
or  his  successor  in  office  to  be  the  true  and  lawful  attorney  of  said 
corporation,  in  and  for  the  said  Commonwealth,  upon  whom  all  lawful 
process  in  any  action  or  proceeding  against  said  Corporation  in  said 
Commonwealth  may  be  served,  in  like  manner  and  with  the  same  effect 
as  if  said  corporation  existed  therein.  And  the  said  corporation  hereby 
stipulates  and  agrees,  that  any  lawful  process  against  said  corporation, 
which  is  served  on  its  said  attorney,  shall  be  of  the  same  legal  force  and 
validity  as   if   served  on   said   corporation. 

This  appointment  and  the  authority  of  said  attorney  shall  continue 
in  force  so  long  as  any  liability  remains  outstanding  against  said  cor- 
poration  in  said   Commonwealth. 

In  Witness  Whereof,  the  aforesaid  corporation  pursuant  to  a  resolution 

of  its  board  of  directors,  duly  passed  on  the day  of   ^ 

A.   D.   19 (a   certified   copy   whereof   is   hereto   annexed),  hath   caused 

these  presents  to  be  subscribed  by  its  president  and  countersigned  by  its 
clerk    (or    secretary),    and   the    corporate    seal    of   said    corporation   to    be 

hereunto    affixed,    this day    of    in    the   year 

one  thousand  nine  hundred  and 

,  President. 

,  Clerk  (or  Secretary) . 

(N.  B.     The  Seal  of  the  Corporation  should  be  affixect.) 

STATE  OF    ,) 

<-  ss: 
County  of   J 

On   this    day   of    ,   A.   D.    19 ,  before  me,   the 

subscriber,    a*     ,    duly    appointed    and    qualified,    personally 

appeared    the    before-named    president,    and 

Clerk  (or  Secretary),  of  the (who  are  personally  known  to 

me),  and  severally  acknowledged  the  execution  of  the  foregoing  instru- 
ment by  them  subscribed,  and  they  severally  made  oath  that  they  are  respect- 
ively the  afore-described  officers  of  said  corporation;  that  the  seal  affixed 
to  said  instrument  is  its  true  and  proper  corporate  seal;  and  that  they 
subscribed  said  instrument,  and  said  corporate  seal  was  affixed  by  virtue 
of  authority  duly  conferred  by  said  corporation. 

*If  out  of  Massachusetts,  oath  may  be  taken  before  a  commissioner  for 
Massachusetts,  or  notary  public.  If  within  Massachusetts,  before  a  notary 
Ijublic  or  justice  of  the  peace. 


STATE  FORMS.  159 

Witness   my   hand    and    official   seal,   at    ,   in   the   state   and 

county  aforesaid,  the  day  and  year  above  written. 


(COPY  OF  KKSOLUTION  APPOINTING  ATTORNEY.') 

At  a  meeting  of  the  Board  of  Directors  of  the   ,  a 

corporation   established  under  the  laws  of  the  state  of   ,   duly 

held  on  the ilay  of ,  A.  D.  19. . .  .,  a  quorum 

being  present,  the  following  resolution   was  adoi)ted : 

"Kesolved,  tliat  this  corporation  hereby  appoints  the  Commissioner  of 
Corporations  6i  the  Commonwealth  of  Massachusetts,  or  his  successor  in 
office,  to  be  its  true  and  lawful  attorney,  in  and  for  said  Commonwealth, 
Mpon  whom  all  lawful  process  in  any  action  or  proceeding  against  this  cor- 
poration in  said  Commonwealth  maj'  be  served,  in  like  manner  and  with  the 
same  etfect  as  if  this  corporation  existed  therein.  And  this  corporation  here- 
by stipulates  and  agrees  that  any  lawful  process  against  it,  which  is  served 
^n  its  said  attorney  shall  be  of  the  same  legal  force  and  validity  as  if  served 
on  this  corporation.  This  appointment,  and  the  authority  of  said  attorney, 
Miall  continue  in  force  so  long  as  any  liability  remains  outstanding  against 
the  corporation  in  said  commonwealth,  and  the  President  and  Clerk  (or 
Secretary),  are  hereby  authorized  to  execute,  in  the  name  of  this  corporation, 
and  under  its  corporate  seal,  a  certificate  of  authority  or  power  of  attor- 
ney to  the  said  Commissioner  of  Corporations,  in  conformity  with  this 
Resolution  and  the  laws  of  said  Commonwealth." 

I  hereby  certify,  that  the  above  is  a  true  copy  of  the  Resolution  of  the 
directors  of  this  corporation,  authorizing  the  appointment  of  an  attorney 
for   the   Commonwealth   of    Massachusetts,   as   recorded   by   me. 

,   Clerk    (or   Secretary). 

Form  112. 
FOREIGN  CORPORATION— APPOINTMENT  OF  AUDITOR. 

The  Board  of  Directors  of  The  Company,  a  corpora- 
tion with  a  capital  of  $100,000  or  more,  at  a  meeting  held  at 

on  the   day  of   ,  A.  D.  19.  . .  .,  have  employed 

of   as  Auditor  pursuant  to  the  pro- 
visions of  section  67,  of  chapter  437,  of  the  Acts  of  1903. 


Directors. 
Secretary. 

STATK   OF    .- ) 

I    ss  ■ 
County  of    ( 

,    19.... 

Then    personally    ai>peared    the    above    named and 

made  oath  that  he  wouUl  faithfully  perform  the  duties  of  Auditor  of  the 


160      CORPOKATION  FORMS  AND  PRECEDENTS. 

aforesaid  corporation,  as  required  by  Section  67,  of  Chapter  437  of  the 
Acts  of  1903. 

Before  me,  ,  Notary  Public. 

(If  in  the  state,  oath  may  be  taken  before  a  justice  of  the  peace  or 
other  magistrate  authorized  to  administer  oatlis.  If  out  of  the  state, 
before  a  commissioner  for  Massachusetts  or  notary  public.) 

Form  113. 
FOREIGN  CORPORATION— CERTIFICATE  OF  CONDITION. 

Post-office   address   of   Company   in    Massachusetts:     

We,    ,    President,    and    ,    Treasurer, 

and    ,    being    a    majority    of    the    Directors    of 

,   a   Corporation   organized   under  the  laws   of  the 

State    of    ,    having    a    usual   place    of   business   in 

,  in  the  Commonwealth  of  Massachusetts,  in  compliance 

with  the  provisions  of  chapter  490,  Part  III,  Sec.  54,  of  the  Acts  of  1909, 
do  hereby  certify  that  the  amount  of  its  authorized  capital  stock  on  the 

day    of    ,    191..     (not    later    than    date    of 

annual   meeting),    was    dollars. 

That   the   amount   thereof  then  paid   in   was    dollars. 

That  the  assets  and  liabilities  of  the  Corporation  on  the  above  date 
were  as  follows: 

(Note. — This  should  be  of  a  date  not  more  than  ninety  days  prior  to 
the  annual  meeting.) 

Assets.  Liabilities. 


Eeal    Estate     $ Capital  stock   

Machinery     $..;...      Accounts  payable   

Merchandise    $.....-.      Funded    indebtedness 

Manufactures,     merchandise.  Moating    indebtedness 

material  and  stock  in  pro-  Surplus     

cess     $ Profit  and  loss    

Cash  and  debts  receivable.  .$ 

Patent   rights    $ Total    

Trade-marks $ 

Good    will     $ 

Profit  and  loss    $ 


Total    $ 

State  here  the  change,  or  changes,  if  any,  since  the  filing  of  the  certificate 
required  by  section  60,  Chapter  437,  Acts  of  1903,  or  since  the  filing  of  the 
last  annual  report,  in  the  following  particulars: 

a.  The  name  of  the  corporation    

b.  The  location  of  its  principal  office 

e.  The  names  and  addresses  of  the  president,  treasurer,  clerk  or  secre- 
tary, and  directors. 


STATE  FORSrS.  161 

Name.  Address. 


President, 

Treasurer, 

Clerk  or  Secretary, 

Directors, 


d.     The  date  of  annual  meeting  for  the  election  of  oflicers 

6,     The   amount    of   capital   stock   authorized   is    ;....■ 

dollars. 

The  amount  of  capital  stock  issued  is    dollars. 

The  amount  paid  in  thereon  to        (Preferred    dollars. 

the  treasurer  is  1  Common    dollars. 

The  number  of  its  authorized  (  Preferred ^ 

shares   is  iCommon 

I  Preferred    dollars. 

1  Common    dollars. 


The  par  value  of  its  shares  is; 


THe  amount  of  such  payment  made  otherwise  than  in  money  is  as  fol- 
lows: 

Paid  in  property,  viz.:  (State  here  the  number  of  shares  issued  on  each 
item.) 

•  Preferred.     Common. 

Real  estate    

location, 
area. 

Machinery,     

Merchandise,    

liills  receivable 

Stock  and  securities, 

Patent  rights, 

Trade-marks, 

Copyrights,    

Good  will,    

*Services,     

'Expenses,     

The  Board  of   Directors   of   this  Corporation  which   has   an   outstanding 

capital  stock  of  $100,000  or  more,  at  a  meeting  held  at on  the 

day  of ,  191.  .,  have  employed 

of    as  Auditor,  pursuant  to  the  provisions  of  section  55, 

of  chapter  490,  Part  HI,  of  the  Acts  of  1909,  and  of  chapter  S-6,  Acts 
of  1909. 

In  Witness  "NVliereof,  we  have  hereunto  signed  our  names,  this   

day  of in  the  year  nineteen  hundred  and   

(President,  Treasurer,  and  majority  of  Directors  should  sign  in  space 
above.) 

(This  applies  to  every  corporation,  with  or  without  auditor's  appoint- 
ment.) 

(•State  the  nature  of  such  services  aud  expenses.) 


162      CORPORATION  FORMS  AND  PRECEDENTS. 

STATE  OF  ,| 


r 

,  W1-- 

Then  personally  appeared  the  above-named  and  sev- 
erally made  oath  that  the  foregoing  certificate,  by  them  subscribed,  is  true 
to  the  best  of  their  knowledge  and  belief. 

•Before  me  


AUDITOR  'S    CERTIFICATE. 

(This   certificate   is   to   be   used    onl}'   by   corporations   having   a   paid-in 
capital  of  $100,000  or  over.) 


191, 


I, of the  duly  selected  Auditor  of , 

a  corporation  duly  established  by  law,  hereby  certify  that  I  have  completed 
the  examination  of  the  books  of  said  Corporation,  and  its  certificate  of 
condition  as  executed  by  its  oflScers,  to  which  this  certificate  is  attached, 
and  find  that  said  certificate  represents  the  true  condition  of  the  affairs  of 
said  Corporation,  as  disclosed  by  its  books.  This  certificate  is  made  by  mo 
in  compliance  with  the  provisions  of  section  55  of  chapter  490,  Part  III,  of 
the  Acts  of  1909. 

«. 

Auditor. 

THE  COMMONWEALTH   OF  MASSACHUSETTS,) 

I  ss: 

,    191.. 

Then  personally  appeared  the  above-named and  made  oath 

that  the  above  certificate  by  him  subscribed  is  true. 
Before  me, 

,  Justice  of  the  Peace. 

(*  If  out  of  Massachusetts,  oath  may  be  taken  before  a  commissioner  for 
Massachusetts  or  notary  public;  if  within  Massachusetts,  before' a  notary 
public  br  justice  of  the  peace.) 


STATE   FORMS.  163 

MICHIGAN. 

Form  114. 
ARTICLES  OF  ASSOCIATION. 


of 


We,  the  uudcrsigiietl,  desiring  to  become  incorporated  under  the  provisions 
of  Act.  iS'o.  L'32,  of  the  Public  Acts  of  1903,  entitled  "An  act  to  revise  and 
consolidate  the  laws  providing  for  incorporation  of  manufacturing  and  mer- 
cantile companies  or  any  union  of  the  two,  and  for  the  incorporation  of 
companies  for  carrying  on  any  other  lawful  business,  except  such  as  are 
precluded  from  organization  under  this  act  by  its  express  provisions,  and  to 
prescribe  the  powers  and  fix  the  duties  and  liabilities  of  such  corporations," 
and  the  acts  amendatory  thereof  and  supplementary  thereto,  do  hereby 
make,  execute  and  adopt  the  following  articles  of  association,  to-wit: 

I.  The  name  assumed  by  this  association,  and  by  which  it  shall  be 
known   in   law,   is 

II.  The  purpose  or  purposes  of  this  corporation  are  as  follows: 

III.  The  principal  place  at  which  operations  are  to  be  conducted  is  at 
,  in  the  county  of ,  State  of 

IV.  The  capital  stock  of  the  corporation  hereby  organized  is  the  sum 
of    dollars. 

V.  The  number  of  shares  into  which  the  capital  stock  is  divided  is 

of  the  par  value  of   dollars  each. 

VI.  Tlie  amount  of  capital  stock  subscribed  is  the  sum  of dollars. 

VII.  The  amount  of  said  stock  actually  paid  in  at  the  date  hereof  is  the 

sum  of dollars,  of  which  amount dollars  has  been 

paid  in  cash,  and   dollars  has  been  paid  in  other  property,  an 

itemized   description   of   which,   with  "the   valuation   at   which  each   item  is 
taken,  is  as  follows,  viz :    

VIII.  The  office  in  the  State  of  Michigan  for  the  transaction  of  business 
shall  be  kept  at   

IX.  The   term   of  existence  of  this  corporation  is  fixed   at    

years  from  the  date  hereof. 

X.  The  names  of  the  stockholders,  their  respective  residences  and  the 
number  of  shares  subscribed  for  by  each  are  as  follows: 

Names.  Besidence.  No.  of  Shares. 


In  Witness  Whereof,  We,  the  parties  hereby  associating,  for  the  purpose 

of  giving  legal  effect  to  these  articles,  hereunto  sign  our  names,  this 

day  of   ,  A.  D.  19 

Names.  Names. 


164      CORPORATION  FORMS  AND  PRECEDENTS. 

STATE  OF  MICHIGAN,         ) 

County  of   \  ^^^ 

On  this day  of ,  19. . .  .,  before  me,  a 

in  and  for  said  county,  personally  appeared   

known  to  me  to  be  the  persons  named  in,  and  who  executed  the  foregoing 
instrument,  and  severally  acknowledged  that  they  executed  the  same  freely 
and  for  the  intents  and  purposes  therein  mentioned. 


My    commission    expires    ,    19 ...  , 

STATE  OF  MICHIGAN,        ^ 
County  of   ( 

>  ,  and , 

being  duly  sworn  do  depose  and  say  that  they  are  three  of  the  organizers 

of  the   ,  whose  articles  of  association  are  hereto 

attached;  that  they  know  the  property  described  in  Article  seven  of  such 
articles  of  association  and  taken  in  payment  for  capital  stock,  and  that  the 
same  has  been  actually  transferred  to  such  corporation,  and  further  say 

that  said  property  is  of  the  actual  value  of dollars. 

And  further  say  not. 

(Sign  here)   

Subscribed  and  sworn  to  before  me  this day  of , 

A.   D.   19 


My  commission  expires 

See  generally  notes  to  Forms  1,  5,  8  and  11,  supra.  See  also  International 
Harvester  Co.  v.  Eaton,  Circuit  Judge,  163  Mich.  55;  Bird  v.  Gay,  127 
N.  W.  (Mich.)  814;  Barnes  v.  Spencer  &  Barnes  Co.,  162  Mich.  509, 

Form  115. 

CERTIFICATE  OF  AMENDMENT  TO  THE  ARTICLES  OF 
ASSOCIATION 

of  the   Company.     P.  O.  Address 

We,    the    undersigned,    being    the    president    and    the    secretary    of    the 

,   a   corporation  existing  under   the  provisions  of  Act   No. 

232  of  the  Public  Acts  of  1903,  do  hereby  certify,  as  required  by  section 
17  of  said  act: 

That    at    a    meeting    of   the    stockholders    of   said    corporation    expressly 

called  for  the  purpose  of  amending  its  articles  of  association   , 

and  held  at  the  oflBce  of  said  company  on  the   day  of ., 

A.   D.    19....,   it   was   resolved,    by   a   vote    of    two-thirds   of   the    capital 

stock   of   said   corporation,   that   Article   No. of  the   articles 

of  association  be  and  the  same  is  amended  so  as  to  read  as  follows,  viz.: 

ARTICLE 

In  witness  whereof  we  hereunto  sign  our  names  this   day  of 

,  A.  D.  19.... 

,   President, 

,    Secretary. 

See  generally  note  to  Form  10,  supra. 


STATE  FORMS.  165 

Form  116. 
CERTIFICATE  OF  INCREASE   OF  CAPITAL  STOCK 

of   the C'oniiuiiiy.      (PustofTice   address j     


We,  tlie  undersigned,  being  tbe  presi<Ient,  and  a  majority  of  tlie  directors 

of  the   ,  a  corporation  existing  under  tiie  provisions 

of  Act  No.  232  of  the  Public  Acts  of  1903,  do  hereby  certify,  as  required 
by  section  2  of  said  act: 

That    at   a   meeting    of    the    stockholders    of   said    corporation    expressly 

called   for  the  purpose  of   increasing  its  capital  stock,    ,  and 

held  at  the  office  of  said  company  on  the  day  of   , 

A.  D.  19..,.,  it  was  resolved,  by  a  vote  of  two-tliirds  of  the  capital 
stock    of    said    corporation,    that    the    capital    stock    be    increased    from 

dollars  to dollars,  and  that  the  articles 

of  association  relating  to  capital  stock  l)e  and  tlie  same  are  amended  so 
as  to  read  as  follows,  viz.: 

The  capital  stock  of  the  corporation  hereby  organized  is  the  sum  of 
dollars. 

The  number  of  shares  into  which  the  capital  stock  is  divided  is , 

of  the  par  value  of dollars  each. 

We  do  further  certify  that  the  total  amount  of  stock,  including  such 
increase,  subscribed   is    dollars. 

The    total   amount   of    stock,   including    such   increase    actually   paid   in, 

is  the  sum  of dollars,  of  which dollars  of  the 

increase  has  been  paid  in'  cash,  and   dollars  of  the  increase 

has  been  paid  in  other  property,  an  itemized  description  of  which,  with 
the  value  at  which  each  item  is  taken,  is  as  follows,  viz. :   

It  was  further  resolved  by  the  same  vote  that  the  value  of,  and  the 
price  at  which  such  increase  of  the  capital  shall  be  subscribed  and  paid 

for  by  the  stockholders  be  fixed  at  dollars  per  share,  and 

the  time  and  manner  of  subscription  and  payment  of  such  increased  stock 

shall  be  as  follows :    , 

and  the  directors  of  said  corporation  are  authorized  to  sell,  at  not  less 
than  the  price  so  fixed,  any  part  of  such  increase  not  subscribed  by  the 
stockholders,  .after  they  have  had  a  reasonable  opportunity  to  make  sub- 
scription of  their  proportionate  shares  thereof,  and  the  directors  may  make 
provision  for  calling  in  and  cancelling  the  old  and  issuing  new  certificates 
of  stock. 

[for  other  amendments.] 

We,  the  president  and  the  secretary  of  said  corporation,  do  certify,  as 
required  by  Section   17  of  said  act,  that  at  said  meeting,  it  was  resolved 

by  a  vote  of  two-thirds  of  the  capital  stock,  to  amend  Article  No 

of  said  articles  so  as  to  read  as  follows: 


166      CORPORATION  FORMS  AND  PRECEDENTS. 

In   witness   whereof,   we   hereunto  sign   our   names   this    day 

of    ,  A.  D.  19 


iDirectors. 

,   President. 

•  ,    Secretary. 

See  generally  note  to  Form   20,  supra.     See  also  Cook  on  Corporations, 
§§  279-298;  Clark  &  M.,  Corp.,  §§  407-410;  Foote  v.  Greilick,  166  Mich.  636. 

Form  117. 

ANNUAL   REPORT— FOREIGN  AND   DOMESTIC   CORPO- 
RATIONS. 

Annual  Report  of 

(Name  of  Corporation)    

(Postotfice    Address)     

(Street    and    No.)     

Secretary  of  State, 

Sir: — In   accordance  with   Section   twelve   of  Act   No.   232,   Public   Acts 

of   1903,   as   amended,   the   undersigned   Directors   of   the    

Company,  respectfully  submit  the  following  report  of  its  condition  on  the 
thirty-first  day  of  December,  19.... 

1.  The    character   of   the   business   in   which    the    corporation   has   been 
engaged    during    the    year    is     

2.  The  place  or  places  at  which  the   operations   of  said  company  have 
been  conducted :    

3.  The  amount  of  authorized  capital  (Common,      $ 

stock :  )  Preferred,   $ 

4.  JThe  amount  of  capital  stock  sub-  f Common,      $ 

scribed :  )  Preferred,   $ 

5.  The  amount  of  capital  stock  actu-  (Common,      $ 

ally  paid  in   in   cash  :  |  Preferred,   $ 

6.  The  amount  of  capital  stock  actu-    (Common,      $ 

ally  paid  in  in  property :  )  Preferred,   $ 

(The  sum  of  the  amounts  under  items  5  and  6  cannot  exceed  the  amount 
under  item  4.) 

7.  The   value,   as  near  as   may  be  estimated   of  all  property  owned  by 
the  corporation,  itemized  as  follows: 

a.  Real  estate  used  in  its  business    $ 

b.  Real  estate  not  used  in  its  business    $ 

c.  Goods,   chattels,   merchandise,   material   and   other 

tangible   property    $ 

d.  Cash  on  hand    (including  deposits  in  banks)    .  .  .  .$ 

e.  Patent-rights,    copyrights,    trade-marks    and    for- 

mulas     $ 

f.  Good    will    $ 

g.  Value  of  credits  owing  to  the  corporation    $ 

h.     All  other  property   (specify  kinds)    

$ 

Total  of  above  items   $ 


STATE  FORMS.  .  167 

8.     The  amount  of  all   ilobfs   owing   by   tlio   corporation   itpmizoil   as   fol- 
loTVs: 

a.  Liability    on    real    estate    mortgage    $ 

b.  Liability  on  chattel  mortgage    $ 

c.  Liability  on   all  other  seeureil    in<lebte(bu'ss    $ 

il.     l^iability   on  all   unsecured    indebtedness    $ 

Total   of   above   items    $ 

Stockholders'  Names.  Postoffice  Address.  Shares    of    Stock    Held. 

Par  Value  $.  . .  .  each. 
Common.     Preferred. 


Give  here  date  of  original  incorporation: 

Give   here   date   of   re-incorporation    (if  any) : 

Names   of  Officers  and   Directors  Post  Office  Aildresses. 

,  President.  

,  Vice  Pres.  

,   Secretary.  

Treasurer.  


Directors. 


The  foregoing  is  a  true  statement  of  the  condition  of  the  company  to- 
gether with  the  names  and  postoffice  addresses  of  the  stockholders,  and  the 
number  of  shares  held  by  each  at  the  date  of  this  report;   also  the  name 
and  postoffice  address  of  each  officer  and  director  of  such  corporation. 
Witness  Our  Signatures: 

!  Majority 
of 
Directors. 

STATE  OF   ,1 

'  ss : 
County  of    ( 

I,    ,  do  solemnly  swear  that   I  am   the  Secretary  of  the 

above  named  corporation,  and  that  the  matters  set  forth  in  the  foregoing 

report  are  true  and  correct  to  the  best  of  my  knowledge  and  belief:     And 

further,  that  the  within  signatures  are  th«se  of  a  majority  of  the  directors 

of  said  corporation. 


Secretary. 

Subscribed  and  sworn  to  before  me,  this    day  of 

19 


Notary  Public  in  and  for County,  State  of  Michigan. 

.My   commission   expires 19.  . . 

See  Deloria  v.  Van  Winkle,  IGl.'  Midi.  600. 


168      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  118. 
FOREIGN  CORPORATION— STATEMENT. 


,  19.... 

To   ,  Secretary  of  State,  Lansing,  Michigan : 

,    a    foreign    corporation    organized    and    existing 

under  and  by  virtue  of  the  laws  of  the  State  of    ,  hereby 

makes  the  following  declaration,  pursuant  to  an  Act  of  the  Legislature  of 
Michigan,  entitled  "An  act  to  prescribe  the  terms  and  conditions  on 
which  foreign  corporations  may  be  admitted  to  do  business  in  Michigan, ' ' 
approved  June  6,  1901,  as  amended: 

First.     Tlie   location   of   its   principal   oflSce   is    

The  location  of  its  principal  place  or  places  of  business    

The  names  and  addresses  of  the  principal  officers  are   

Second.  The  location  of  its  principal  office  and  the  principal  place  of 
business    in    Michigan    

The  names  and  addresses  of  the  officers  or  agents  of  the  company  in 
charge  of  its  business  in   Michigan  are 

Third.     The  authorized  capital  stock  of  said  corporation  is    

dollars  (•$ ). 

Fourth.  The  total  value  of  the  property  owned  and  used  by  the  compaay 
in  its  business,  giving  the  location  and  general  character,  and  stating  sepa- 
rately the  value  of  its  tangible  property,  of  its  cash  and  credits,  its  fran- 
chises,   patents,    trade-marks,    formulas,    good    will,    is     

Fifth.  The  value  of  property  owned  and  used  in  Michigan  and  where 
situated,   showing   different  kinds   as  in   item   fourth    

Sixth.  The  total  amount  of  business  transacted  during  the  preceding 
year    .' 

Seventh.     The    amount    of    business,    if    any,    transacted    in    Michigan 


Eighth.  The  particular  purpose  or  particular  kind  of  business  for 
which  the  company  desires  to  be  admitted  is  the  following 

Ninth.     Its    corporate    term    will    expire     

In   Witness   Whereof,    said    has   caused    its   corporate 

seal  to  be  affixed  and  its  name  to  be  hereunto  attached  this   day 

of ,  A.  D.  19 

[L.S.]  By. •.•.•...-..:.'.  .v.. 


STATE    OF    ,] 

County  of   ( 

being    duly   sworn,    depose   and    say,    that   they 

are  officers,  to-wit,  the   and   respectively 

of ,  that  the  foregoing  statement,  executed  in  tiie  name 

and  on   behalf  of  said   corporation,   and   under  its   corporate  seal,  is  true.. 


Sworn  to  before  me  and  subscribed  in  my  presence,  this   day  of 

,  A.  D.  19 

[L-    S.]  

My  commission  expires ,  19.  . .  . 


STATE  FORMS.  169 

OFFICE  OF  THE  SECRETARY  OF  STATE. 

Lansing,  Michigan, ,  19.  . .  . 

From  the  forcgoiiTg  statement  made  by  the  said ,  and  from 

other  facts  coming  to  my  knowledge,  1  find  the  proportion  of  the  capital 
stock  of  the  company  represented  by  its  property  and  business  in  .Michi- 
gan to  be   per  cent  of  its  authorized  capital  stock,  to-wit,  the  sum 

of    dollars,   on   which   the   franchise   fee  of  one-half  of  one 

mill  on  each  dollar  will  be  the  sum  of   uollars. 


Secretary  of  State, 
See  Cook  on  Corporations,  §§696-700;  Clark  &  M.,  Corp.,  §§834-865. 
See  also  Showen  v.  J.  L.  Owens  Co.,  lo8  Mich.  321;  Haughton  E\.  & 
Mach.  Co.  V.  Detroit  Candy  Co.,  156  Mich.  25;  IS'oyens  v.  Worthington,  150 
Mich.  580;  People  v.  Crucible  Steel  Co.,  150  .Mich.  563;  Krierman  v.  United 
States  Fidelity  &  Guarantee  Co.,  159  Mich.  122;  Despres  v.  Zierlyn,  163 
Mich.  399;  Young  v.  .Moore  162  Mich.  60;  Imperial  Curtain  Co.  v.  Jacob, 
163  Mich.  72;  Arnold  v.  Iluber  Mfg.  Co.,  166  Mich.  190;  In  re  Monongahela 
Distilling  Co.,  186  Fed.  220. 

Form  119. 
FOREIGN    CORPORATION— APPOINTMENT    OF   AGENT. 

At  a  special  meeting  of  the  Board  of  Directors  of  the   

Company  duly  called,  and  held  at  the  office  of  the  Company  at  the  City  of 
,  on  the day  of ,  A.  D.  19 .  . .  . ,  the  fol- 
lowing resolution  was  adopted: 

Resolved,  That of  ,  Michigan,  be  and  he 

is  duly  appointed  the  agent  of  this  Company,  and  authorized  to  acknowl- 
edge service  of  any  and  all  process  for  and  on  behalf  of  this  Company; 
and   this   Company   does  hereby   consent  that  service   of  process  upon   said 

shall  be  taken  and  held  to  be  as  valid  as  if  served  upon  this 

Company,  according  to  the  laws  of  the  State  of  Michigan  or  any  other 
State,  and  this  Company  hereby  waives  all  claim  of  error  by  reason  of  such 
service. 


Secretary  of  the Company. 

STATE   OF    ,] 

'    ss  r 
County  of j[ 

I,     ,    President    of    the     Company^ 

do  hereby  certify  that  the  above  and  foregoing  is  a  true  and  correct  copy 

of   a   resolution    adopted   on   this    day   of    ,   A.    D. 

19....,    appointing    the    agent    of    said    Company    to 

acknowledge  service  of  process. 

In   Witness   "Whereof,   I   have   hereunto   set   my   hand   and   caused   to   be 

affixed  the  seal  of  said Company  at  the  City  of 

this day  of ,  A.  D.  19 

[L.  S.]  

President. 

See  Cook  on  Corporations,  §  758. 


170      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  120. 
NOTICE  OF  DISSOLUTION. 

(Name  of  Corporation)    

(Postoffice    Address)     

(Date) ,   191.. 

We,  the   undersigned, '  being  a  majority   of  the  last  Board  of  Directors 

of ,  a  corporation  doing  business  under  the  provisions  of  Act 

No.  232,  Public  Acts  of  1903,  hereby  give  notice  in  accordance  with  the 
requirements  of  Section  12  of  said  Act,  that  said  corporation  has  been 
dissolved  by  *   

)  Majority 
of 
Directors. 
*  Insert  one  of  the  following  statements: 
' '  Process  of  Law. ' ' 
"Limitation  of  its  term." 
* '  Sale  of  its  property  and  franchises. ' ' 
"Has   ceased   to   carry   on   business   in    Michigan."      (If   a   foreign 

corporation.) 
Or  stating  the  facts  as  they  may  be. 
(A  recording  fee  of  50  cents  must  accompany  this  notice  which  is  to  be 
given  to  the  Secretary  of  State.) 


STATE  FORMS.  17 1 

MINNESOTA. 

Form  121. 

CERTIFICATE  OF  INCORPORATION 

of    the     (-'ijiiipuny. 

We,  tlie  undersigned,  for  the  purpose  of  forming  a  corporation  under 
and  pursuant  to  the  provisions  of  chapter  fifty-eight  (58)  Revised  Laws  of 
Minnesota  for  1905,  and  any  amendments  thereof  do  hereby  associate 
ourselves  as  a  body  corporate,  and  do  hereby  adopt  tlie  following  Certificate 
of  Incorporation: 

1.  The  name  of  this  corporation   shall   be    

The   general    nature   of   its   business    shall    be    

The  principal  place  of  transacting  the  business  of  this  corporation  shall 

be    the   city   of    ,   county   of    ,    Minnesota. 

2.  The  time  for  the  commencement  of  this  corporation  shall  be 

19.  . .  .,  and  the  period  of  its  duration  shall  be  thirty  years. 

3.  The    names    and    places    of    residence    of    the    persons    forming    this 

corporation    are     ,    of     ,     ,    of 

,  and   of   

4.  The  management  of  this  corporation  shall  be  vested  in  a  board  of 

directors,   composed   of  not   less  than    ,  and   not   more   than 

members.     The  names   and   addresses  of  the  first   board 

of  directors  are , , ,  and 

The   first   oflScers  of   this   corporation   shall   be    ,   president; 

,  vice  president;   ,  secretary,  and , 

treasurer.  All  of  the  above  named  officers  and  directors  shall  hold  their 
respective  offices  aforesaid,  until  the  next  annual  meeting  of  the  corpora- 
tion, to  be  held  ,  19....,  at  which  time,  and  annually  there- 
after, a  board  of  directors  shall  be  elected  from  and  by  the  stockholders 
of  this  corporation.     The  annual  meeting  of  this  corporation  shall  be  held 

at  its  principal  place  of  business  on  the ,   (insert  day  of  week) 

in  in  each  year. 

Immediately  after  the  election  of  directors,  or  as  soon  thereafter  as 
practicable,  the  directors  shall  meet  and  elect  from  their  number  a  president 
and  a  vice  president  and  from  their  number  or  from  the  stockholders  a 
secretary  and  a  treasurer.  Any  office  except  that  of  president  and  vice 
president  may  be  held  by  one  person.  The  directors  and  officers  of  this 
corporation  shall  hold  their  respective  offices  until  their  successors  have 
been  duly  elected  and  entered  upon  the  discharge  of  their  duties.  The 
first  meetings  of  the  stockholders  and  of  the  board  of  directors  shall  be 

held  at    ,  on   the    day   of    ,   19....,  at 

and 0  'clock,  respectively. 

5.  The  amount  of  the  capital  stock  of  this  corporation  shall  be 

dollars,  which  shall  be  paid  in,  in  money  or  property,  or  both,  in  such 
manner,  at  such  times,  and  in  such  amounts  as  the  board  of  directors  shall 

order.     The  capital  stock  shall  be  divided  into   shares  of  the  par 

value  of  $ each. 

6.  The  highest  amount  of  indebtedness  or  liability  to  which  this  corpora- 
tion shall  at  any  time  be  subject,  shall  be  the  sum  of  $ 


172   CORPORATION  FORMS  AND  PRECEDENTS. 

In  Testimony  Whereof,  we  have  hereunto  set  our  hands,  this day 

of   ,  19.... 

In  presence  of 


STATE    OF    MINNESOTA, 
County  of   

On  this day  of ,  19.  . . .,  personally  appeared  be- 
fore me ,  to  me  known  to  be  the  persons  named  in  and  who 

executed  the  foregoing  certificate  of  incorporation,  and  each  acknowledged 
that  he  executed  the  same  as  his  free  act  and  deed,  for  the  uses  and  pur- 
poses therein  expressed. 

My   commission  expires    ,   19 ... . 


Notary  Public, County,  Minn. 

See  notes  to  Forms  1,  5,  8,  and  11,  supra.  See  also  United  States  & 
Canada  Land  Co.  v.  Sullivan,  113  Minn.  27. 

Form  122. 

FOREIGN    CORPORATIONS— AFFIDAVIT    AND    STATE- 
MENT. 

STATE  OF   ,] 

County  ( 

,   of  lawful  age,  being  duly  sworn,  upon  his  oath 

states    that    he   makes   this    affidavit    for    the   purpose   of   complying    with 
Sections  2888,  2889-2890,  Kevised  Laws  of  Minnesota,  1905. 

' '  An  Act  to  require  every  foreign  corporation,  organized  for  pecuniary 
profit,  now  or  hereafter  doing  business  in  this  State,  to  have  a  public 
oflSce  in  this  State,  at  which  to  transact  its  business,  and  to  appoint  an 
agent  duly  authorized  to  accept  service  of  process,  and  requiring  such 
corporation  to  file  its  articles  or  certificate  of  incorporation  with  the 
Secretary  of  State,  and  pay  into  the  State  Treasury  certain  fees,  provid- 
ing penalties  for  a  violation  of  the  provisions  of  this  act,  and  repealing 
Chapter  70,  General  Laws  of  1899;  approved  April  17,  1899." 

That  he  is  the of ,  a  corporation 

duly  incorporated  under  the  laws  of  the  state  of  ,  on 

the   day  of   ,  191..,  for  a  term  of 

years;  that  the  amount  of  capital  stock  of  said  corporation  is   

dollars;   and  the  proportion  of  the  capital  stock  of  said  corporation  which 
is    represented    by    the    property   located    and    business    transacted    in    the 

State   of   Minnesota   is*    ,    and   the   amount   of   said   capital 

stock  so  represented  in   the  state  of  Minnesota  is    dollars; 

that represents  said  corporation  in  the  state  of  Minnesota ; 

and  that  the  public  oflSce  of  said  corporation  or  place  for  the  transaction 

of  its  business  in  the  state  is  at ,  in  the  city  of , 

Minnesota. 


^(One-fourth,  nine-tenths,  etc.,  as  the  facts  may  be.) 


STATE  FORMS.  173 

STATE  OF  

County  of    

On   this   day  of ,  personally  appeared  before  me, 

a  in  and  for  said  county,  in  said  state,   , 

and  made oath  that  the  foregoing  statement  by  him  sub- 
scribed is  true  in  substance  and  fact. 
[Seal]  


See  Cook  on  Corporations,  §§696-700;  Clark  &  M.,  Corp.,  §§834-86.5. 
See  also  Nelson  v.  Bank  of  Fergus  Co.,  157  Fed.  161;  Dunlap  v.  Mercer, 
156  Fed.  545;  Indo'rreiden  Co.  v.  Johnson  Co.,  112  Minn.  469;  State  v. 
Creamery  Package  Mfg.  Co.,  110  Minn.  415;  State  v.  Standard  Oil  Co., 
Ill   Minn.   85;   Fawkes  v,  American   I\Iotor  Sales  Co.,   176   Fed.  1010. 

Form  123. 
FOREIGN   CORPORATION— APPOINTMENT    OF   AGENT. 

Know  All   Men   by   These   Presents,   That    ,    in   the 

state  of   ,  a  corporation  duly  organized  and  existing 

under   the  laws   of   said  State  of    ,   has  and   maintains  a 

public    office    and    place    of    business    in    the    state    of   Minnesota,    to-wit: 

in  the  city  of   ,  in  said  state 

of   Minnesota,   and   does  hereby  constitute  and  appoint    , 

of  said  city  of ,  its  agent  and  attorney,  who  is  duly 

authorized  to  accept  service  of  process  and  upon  whom  service  of  process 
may  be  had  in  any  action  to  which  said  company  may  be  a  party,  and 
service  on  said  agent  shall  be  taken  and  held  as  personal  service  upon 
said  corporation.  This  appointment  to  be  and  continue  in  force  for  the 
period  of  time  and  manner  provided  by  §§2888-2889-2890,  Kevised  Laws  of 
Minnesota,  1905,  and  until  another  attorney  shall  be  substituted  and  ap- 
pointed, and  the  appointment  of   as  agent  is  hereby 

revoked. 

Witness  our  hands  and  seal  of  said  company,  this day  of , 

A.  D.  191.. 

,,  President. 

[Corporate  Seal]  ,  Secretary. 

STATE  OF  ,1 

>  ss  * 
County  of   j 

Personally  appeared  before   me    ,   President   and 

,  Secretary  and  acknowledged  the  foregoing  to  be  their 

free   act   and   deed. 

,    Notary    Public. 

See  Cook  on  Corporations,  §  758,  and  Clark  &  M.,  Corp.,  §  861,  as  to 
service   of  process  on  foreign  corporations. 


174      CORPORATION  FORMS  AND  PRECEDENTS. 

MISSISSIPPI. 

Form  124. 

THE  CHARTER  OF  INCORPORATION  OF 

1.  The   corporate   title   of   said   company   is 

2.  The  names  of  the  incorporators  are: 

, ,  PAstoflice 

,  Postoffice 

,  Postoffice 

3.  The  domicile  is  at    

4.  Amount    of   capital   stock    

5.  The   par   value   of  shares  is    

6.  The  period  of  existence   (not  to  exceed  fifty  years)  is 

years. 

7.  The   purpose   for   which  it   is  created  is    

8.  The  rights  and  powers  that  may  be  exercised  by  this  corporation  aro 
those  conferred  by  the  provisions  of  Chapter  24,  of  Mississippi  Code,  190G. 


Incorporators. 

STATE    OF    MISSISSIPPI,     ] 
County  of   j^ 

This    day    personally    appeared    before    me,    the    undersigned    authority 

,   , ,  incorporators  of  the 

corporation  known  as  the   ,  who  acknowledged  that 

they  signed  and  executed  the  above  and  foregoing  articles  of  incorporation 
as  their  act  and  deed,  on  this  the day  of ,  191 .  . 


(Note. — In  case  all  incorporators  reside  in  same  place,  one  acknowledg- 
ment will  be  suflBcient.) 

Keceived  at  the  office  of  the  Secretary  of  State  this  the day  of 

,  A.  D.,  191. .,  together  with  the  sum  of  $ , 

recording  fee,  and  referred  to  the  Attorney  General  for  his  opinion. 


Secretary  of  State. 


Jackson,  Miss., ,  191 .  . 

I  have  examined  this  charter  of  incorporation  and  am  of  the  opinion  that 
it  is  not  violative  of  the  Constitution  and  laws  of  this  State,  or  of  the 
United  States. 


Attorney  General. 

By 

Assistant  Attorney  General. 
See  notes  to  Forms  1,  5,  8,  and  11,  supra. 


STATE  FORMS.  175 

MISSOURI. 

Form  125. 

CERTIFICATE  OF  INCORPORATION. 

Know  All  Men  by  Thpso  I'resonts:  That  we,  the  un<lerHigiied,  deflirouH 
of  i'orming  a  corporation  under  the  laws  of  Missouri,  and  more  particularly 
under  the  provisions  of  article  VII,  chapter  33,  R.  S.  of  Mo.,  1909,  and 
aiiiendniontH  thereto,  governing  manufacturing  and  business  companies,  have 
entered  into  the  following  agreement: 

First — That  the  name  of  the  corporation  shall  be  

(Name  designating  the  business  contemplated;  but  not  the  name  of  any 
corporation  existing  under  the  laws  of  this  state  for  similar  purposes. 
When  the  name  of  a  person  or  firm  is  assumed  it  must  be  joined  with 
some  word  or  words  designating  the  business  to  be  carried  on,  followed  by 
the  word  "company"  or  "corporation.") 

Second — That  the  corporation  shall  be  located  in  the ,  ......... 

county,  Missouri. 

Third — That  the  amount  of  capital  stock  is (not  less  than 

$2,000.00  nor  more  than  $50,000,000.00,  divided  into shares  of  the 

par  value  of   dollars  each;  that  (not  less  than  50 

per  cent)  thereof  has  been  in  good  faith  subscribed,  and (not  less 

than  50  per  cent)  thereof  actually  paid  up  in  lawful  money  of  the  United 
States  and  is  in  the  custody  of  the  persons  named  as  the  first  board  of 
directors  or  managers. 

(If  capital  stock  is  paid  up  in  property  recital  should  be  as  follows:  "And 

[not  less  than  SO^oJ  thereof  actually  paid  up  in  property,  now  in  the 

custody  of  the  persons  named  as  the  first  board  of  directors  or  managers,  an 
itemi;ed  description  of  which,  with  the  cash  value  of  each  item  and  location 

thereof,  is  as  follows,  viz :   

(Note — If  property  be  real  estate,  give  exact  description  by  metes  and 
bounds,  location  of  same  and  actual  cash  value  of  each  tract.  If  personal 
property,  itemization  must  give  location  of  each  class  of  personal  property 
and  the  actual  cash  value  of  each  class.  If  paid  in  both  money  and  property, 
state  facts,  giving  amount  of  cash  and  amount  of  property,  with  description, 
location  and  value  of  property.) 

Fourth— That  the  names  (not  less  than  three),  places  of  residence  of  the 
shareholders,  and  the  numlor  of  shares  subscribed  by  each  are: 

Name.  Residence.  Number  of  Shares. 


Fifth — That  the  board  of  directors  shall  consist  of   (°ot 

less  than  three  nor  more  than  twenty-one;  at  least  three  of  whom  Fhall  be 
citizens  and  residents  of  Missouri)  shareholders,  and  the  names  of  those 
agreed  on  for  the  first  year  are 

Sixth — That  the  corporation  shall  continue  for  a  term  of 

(not  exceeding  fifty)  years. 


176   CORPORATION  FORMS  AND  PRECEDENTS. 

Seventh — That  the  corporation  is  foriiiod  for  the  following  purposes: 


(See  section  .■i:?4().  In  all  cases  the  name  must  (lesiynate  the  bvisine.ss 
I'urposes.) 

In  testimony  whereof  we  have  hereunto  set  our  li;nnls  Ihis 

,lay  of 19 


STATE  OF  MISSdiIRT,  J  g. 

County   of    y 

On  this  .' day  of   ,  19.  .,  before  me  personally  appeared 

(names  of  all   the  stockholders),  to   me  known   to  be  the 

persons  described  in  and  who  executed  the  foregoing  instrument  and  ac- 
knowledged that  they  executed  the  same  as  their  free  act  and  deed. 

In  testimony  whereof,  I  have  hereunto  set  my  hand  and  affixed  my  notarial 

seal  the  day  and  year  last  above  mentioned.  My  commission  expires , 

19... 
[Seal] 

Notary  Public. 

STATE  OF  MISSOURI,      j^g. 
('ounty   of    j 

The  undersigned, , , , ,  being  all  of  the 

subscribers,  including  parties  selected  as  directors  for  the  first  year,  to 
the  above  and  foregoing  articles  of  agreement  for  the  incorporation  of  the 
,  being  duly  sworn  upon  their  oaths  each  did  say  that  the  state- 
ments and  matters  set  forth  therein  are  true;  that  they  know  the  property 
described  in  article  3  of  said  articles  of  agreement  and  taken  in  payment  of 
capital  stock,  and  that  the  value  placed  on  same  is  the  actual  cash  value  of 
said  property. 


Subscribed  and  sworn  to  before  me  this  day  of   ,  A.  D. 

19... 

My  eommisi-'ion  expires ,  19.  .. 


Notary  Public. 

Instructions. — Articles  are  required  to  be  acknowledged  and  sv>-orn  to  be- 
fore some  officer  in  the  State  of  Missouri  having  a  seal.  When  the  articles 
are  signed,  acknowledged  and  sworn  to  by  all  the  stockholders  they  must 
be  recorded  in  the  office  of  the  recorder  of  deeds  of  the  county  in  which  the 
corporation  is  located  and  a  certified  copy  thereof  filed  in  the  office  6t  the 
secretary  of  state,  with  the  statutory  tax  and  fee  of  $53.00  on  the  first 
$50,000  or  less  of  capital,  and  $5.00  on  each  additional  $10,000  of  capital  or 
fraction  thereof. 

Note— If  any  of  the  stock  in  the  proposed  corporation  is  subscribed  by 
a  trustee,  the  articles  must  show  for  whom,  and  what  shares  are  held  in  trust. 
On  the  organization  of  a  corporation  stock  cannot  be  subscribed  by  another 
corporation.  All  stock  must  be  in  good  faith  subscribed.  No  stock  can  be 
lissued  by  the  corporation  except  such  as  is  actually  paid  for  at  its  par  value, 


STATE  FORMS.  177 

in  cash,  or  in  property  of  a  cash  vahie  equal  to  the  par  value  of  the  stock. 
All  stock  of  the  corporation  not  subscribed  and  paid  for  at  the  time  of  its 
organization  may  be  sold  at  its  par  value  by  the  corporation,  and  the  officers 
of  the  corporation  shall,  ujion  the  completion  of  the  sale  of  each  one-fourth  of 
the  unsubscribed  stock,  report  to  the  secretary  of  state  the  amount  of  stock 
sold  and  whether  the  same  has  been  sold  for  cash  or  for  property  and  the 
value  and  itemization  thereof,  as  provided  for  in  original  articles  of  agree- 
ment, and  such  report  shall  be  sworn  to  by  all  of  the  officers  and  directors  of 
the  corporations  before  some  officer  of  this  state  having  a  seal. 

FORM  FOR  REPORT  OF  SALE  OF  CAPITAL  STOCK. 

To  the  Secretary  of  State  of  the  State  of  Missouri: 
STATE  OF  MISSOrRI,  )g. 

County   of    )     ' 

.  The  undersigned,  being  all  of  the  officers  and  directors  of  the , 

a  corporation  duly  incorporated  under  the  laws  of  Missouri   on  the   

(Jay  of ,  19.  .,  being  duly  sworn  upon  their  oaths,  state  that 

(at  least  one-fourth)  of  the  capital  stock  of  said  corporation  that  was  un- 
subscribed at  the  time  of  its  organisation  has  been  sold  and  payment  has 
been  made  therefor  to  the  corporation  in  the  sum  of dollars,  law- 
ful money  of  the  United  States,  and  is  now  in  the  custody  of  the  board  of 
directors. 

(If  payment  is  made  in  property  recital  should  be  as  follows:  "And  pay- 
ment has  been  made  therefor  to  the  corporation  in  property  which  is  now  in 
the  custody  of  the  board  of  directors;  an  itemized  description  of  which,  with 
the  location  and  actual  cash  value  of  each  item  thereof,  is  as  follows,  viz.: 

) 

(Names  and  titles  of  officers.) 


Subscribed   and  sworn  to  before  me  this    day   of    ,   A.   D. 

]9.  ..     My  commission  expires ,  19.  .. 

[SE.4L]  >  Notary  Public. 

Form  126. 

STATEMENT  INCREASING  OR  DECREASING   CAPITAL 

STOCK,    CHANGING   OR   EXTENDING   EUSINESS. 

Be  it  known,  that  on  the  ' day  of ,  19.  .,  a  meeting  of  the 

stockholders  of  the was  held  at  the  city  of ,  county 

of  ]  state  of  Missouri,  for  the  purpose  of  amending  the  articles 

of  association  of  said  company,  and  extending  its  business  purposes,  *  pur- 
suant to  notice  signed  by  a  majority  of  the  directors  of  said  company,  duly 

published  in  the   a newspaper  published  in  the  city 

of   for  more  than  si,xty  days  prior  to  said  date,  the  fust  insertion 

of  said  notice  being  on  the day  of  ,  19. .,  and  the  last  in- 


178      CORPORATION  FORMS  AND  PRECEDENTS. 

sertion  on  the day  of ,  19.  ..     That  a  copy  of  said  notice, 

postage  prepaid,   was   deposited   in   the  postoffice   in   the  city  of    , 

Missouri,  addressed  to  each  stockholder,  at  his  usual  place  of  residence,  at 
least  sixty  days  previous  to  the  day  fixed  for  said  meeting.* 

(*  If  action  is  without  published  notice  omit  matter  between  *s  and  insert 
as  follows:  "Notice  as  to  time  of  holding  such  meeting  being  waived  by  the 
unanimous  consent  of  all  the  stockholders.") 

That   said   meeting   was  organized  by   choosing    ,  a   director   in 

said  company,  chairman,  and   secretary  thereof. 

That  at  said  meeting  there  were  present,  in  person  or  by  proxy,  stock- 
holders holding  the  larger  amount  in  value  of  all  the  shares  of  stock  of 
said  company. 

A  proposition   was  then  and  there  submitted    the  capital 

stock  of  said  company  from  $ to  $ And  upon  canvassing  the 

vote  thereon  it  appeared  that  a  majority  of  the  stock  of  said  company  Had 

been  voted  in  favor  of  such    The  amount  of  the  assets  of  said 

company  is dollars.     The  amount  of  the  liabilities  of  said  company 

is dollars,  and  the  amount  to  which  the  capital  stock  of  said  com- 
pany is is dollars,  divided  into  ....  shares  of 

dollars  each. 

(Where  the  capital  stock  is  increased,  add  here  the  following: 

"And  that (not  less  than  50%)  per  centum  of  said  increase  of 

capital  stock  has  been  actually  paid  up  in  lawful  money  of  the  United 
States  and  is  in  the  hands  of  the  board  of  directors  of  said  company.  (If 
increase   is   paid   up   in   property   recital   should  be   as   follows :     And   that 

(not  less  than  50%)  per  centum  of  said  increase  of  capital  stock 

has  been  actually  paid  up  in  property  of  a  cash  value  equal  to  par  value 
of  stock  issued  on  increase,  an  itemized  description  of  which,  with  the  cash 

value  of  each  item  thereof,  is  as  follows,  viz.:    ,  and  is  in  the  hands 

of  the  board  of  directors  of  said  company.)  * 

(*  If  property  be  real  estate,  give  exact  description  by  metes  and  bounds, 
location  of  same  and  actual  cash  value  of  each  tract.  If  personal  property, 
itemization  must  give  location  of  each  class  of  personal  property  and  the 
actual  cash  value  of  each  class.) 

Said  increase  of  capital  stock  being  subscribed  as  follows: 

Name.  Residence.  Number  of  shares. 


") 

,  Chairman. 

Attest : 

,  Secretary. 

Subscribed  and  sworn  to  before  me,  this   day  of   ,  19 .  . . 

My  conunission  expires ,  19.  .. 

[Seal]  ,  Notary  Public. 

STATE  OF  MISSOURI,      1^, 
County  of ) 

On  this day  of ,  19.  .,  before  me  personally  appeared 

(name  of  chairman),  to  me  known  to  be  the  person  described  in 


STATE  FORMS.  178a 

and  who  exeouteil  the  foregoing  instrument,  and  acknowledged  that  he  exe 
cuted  the  same  as  his  free  act  and  deed. 

In  testimony  whereof,  T  have  hereunto  set  my  hand  and  affixed  my  notarial 

seal,  the  day  and  year  above  mentioned.     My  commission  expires , 

19... 

[Seal]  ,  Notary  Puldic. 

STATE  OF  MISSOURI,      ]  ^g. 
County  of ^ 

The  undersigned,  stockholders,  including  directors,  of  the ,  (name 

of  corporation),  holding  at  least  a  majority  of  the  shares  of  the  capital 
stock  of  said  corporation,  being  duly  sworn  upon  their  oaths,  each  did  say 
that  the  matters  and  things  set  forth  in  the  above  and  foregoing  statement 
are  true;  that  they  know  the  property  described  and  taken  in  payment  for 
capital  stock  and  that  the  value  placed  on  same  is  the  actual  cash  value  of 
said  property. 


(Above  affidavit  must  be  signed  and  sworn  to  by  all  of  the  stockholders 
if  practicable.  If  not  practicable  then  stockholders  holding  at  least  a  major- 
ity of  the  shares  of  capital  stock  of  the  corporation  must  sign  and  swear  to 
affidavit.) 

(NOTE — The  statement  must  be  sworn  to  by  the  chairman,  and  also  ac- 
knowledged by  the  chairman  before  a  proper  officer  and  must  be  sworn  to 
by  all  the  shareholders,  if  practicable,  and  if  not  practicable  then  by  stock- 
holders holding  at  least  a  majority  of  the  shares  of  capital  stock  of  the  cor- 
poration; then  recorded  in  the  office  of  the  recorder  of  deeds  and  a  certified 
copy  from  the  recorder  filed  in  the  office  of  secretary  of  state,  with  state  tax 
and  fee  as  follows:  Tax  $5.00  on  every  $1,000.00  of  increase  or  fraction 
thereof,  and  $1.25  for  certificate.    See  Laws  Missouri  1911,  page  150. 

The  requisite  blank  forms  can  be  procured  from  the  secretary  of  state. 

Substantially  the  same  form  may  be  used  for  changing  or  extending  the 
business  purposes.  After  stating  all  the  jurisdictional  facts  follow  with 
the  following  form: 

"A  proposition  was  then  and  there  submitted  to  amend  section  seven  of 
the  articles  of  association  of  said  company  to  include  the  following  pur- 
poses:  [Here  set  oiit  the  language  of  the  amendment.]" 

This  statement  must  be  acknowledged  and  recorded  as  in  case  of  increase.) 

Form  127. 
ANNUAL  REPORT  OF  DOMESTIC  CORPORATION. 

(E«quired  by  an  Act  approved  March  27,  1913,  Laws  1913,  Page  167.) 
This  report  should  be  filed  on  or  immediately  after  July  1st. 
To  the  Secretary  of  State  of  the  State  of  Missouri: 

In  compliance  with  the  provisions  of  Sections  3,  4,  5  and  6,  of  An  Act 
approved  March  27,  1913.  Laws  1913,  Pages  167  and  168  and  of  Section 
10322,  R.  S..  1909.  we  make  report  and  affidavit   as  follows: 

Name  of  Corporation  , ,   ,  Missouri. 


1781)      CORPORATION  FORMS  AND  PRECEDENTS. 

(Note — To    insure    correct    registration    see    that    location    of    principal 

business  uffice,  including  street  and  number  is  correctly  entered  above.) 

Name  of  President    P.  O.  Address    

Name  of  Secretary    P.  O.  Address    

Amount  of  Capital  Stock  authorized $ 

Amount  of  Capital  Stock  subscribed $ 

Amount   of  Capital   Stock   paid    up $ 

Par  value    (per  share)   of  stock,  June  1,  last  jjreceding  tliis 

report   $ 

Actual  value  (per  share)  of  stock,  June  1,  last  preceding  this 

report   $ 

Cash  value  of  all  jiersonal  property  in  this  State,  June  1,  last 

preceding    this    report     $ 

Cash  value  of  all  real  estate  in  this  State,  June  1,  last  pre- 
ceding this  report   $ 

Total  value  of  assets  June  1,  last  preceding  this  report $ 

Total  indebtedness,  secured  June  1,  last  preceding  this  report  .$ 

Total    indebtedness,    unsecured    June    1,    last    preceding    this 

report   $ 

Net  earnings  for  the  year  ending  May  SI,  last  preceding  this 

report   $ 

Per  cent  of  dividends  paid  in  cash  during  tlie  year  ending  May 

31,  last  preceding  this  report per  cent 

Amount  of  city  taxes  paid  in  this  State  for  the  year  last  pre- 
ceding this  report   $ 

Amount  of  county  taxes  paid  in  this  State  for  the  year  last 

preceding    this    report    $ 

Amount  of  State  taxes  paid  in  this  State  for  the  year  last  pre- 
ceding this  report   $ 

STATE  OF  MISSOTTET,        ) 

County  of ji 

I,   ,  President   (or  Secretary)   of  said  corporation,  do  solemnly 

swear  that   the  al  ove  statement  is  true  to  the  best   of  my  knowledge  and 
belief. 

(Sign  here)    

Subscribed  and  sworn  to  before  me,  this day  of   ,  A.  D. 

nineteen  hundred  and   

Witness  my  hand  and  notarial  seal  the  date  last  aforesaid. 

(Commissioned  and  qualified  for  a  term  expiring ) 

[Seal]  ,  Notary  Public. 

Filed  

,  Secretary  of  State. 

AFFIDAVIT 
(Required  by  Sec.   4,  Page  1(38,  Laws   1913,  and  Sec.   10322,  E.   S.,   1909. 

Statutory  form.) 

STATE  OF  MTSSOUET,        } 

County  of | 

I ,   do  solemnly  swear  that   I  am   the    (President,  s«'cre- 

tary  or  managing  ofl&cer)  of  the  corporation  known  and  styled , 

duly  incorporated  under  the  laws  of ,  on  the   day  o^ 


STATE  FORMS.  179 

J  and  now  transacting  or  pondurting  business  in  the  State  of  Mis 

Bouri,  and  that    I   am  duly   authorized   to  represent  said  forporation   in   the 

making  of  this  affidavit.     And  1  do  further  swear  that  the  said 

known  and  styled  as  aforesaid,  is  not  now,  and  has  not  at  any  time  within 
one  year  from  the  date  of  this  affidavit,  created,  entered  into,  become  a 
member  of,  or  participated  in  any  pool,  trust,  agreement,  combination,  con- 
federation or  understanding  with  any  other  corporation,  partnership,  in- 
dividual, or  any  other  person  or  association  of  persons,  to  regulate  or  fix  the 
price  of  any  article  of  manufacture,  mechanism,  merchandise,  commodity, 
convenience,  repair,  any  jiroduct  of  mining,  or  any  article  or  thing  whatso- 
ever, or  the  price  or  j.remium  to  be  paid  for  insuring  property  against  loss 
or  damage  by  fire,  lightning  or  storm ;  and  that  it  has  net  entered  into  or 
become  a  member  of  or  a  party  to  any  pool,  trust,  agreement,  contract,  com- 
bination or  confederation  to  fix  or  limit  the. amount  or  quantity  of  any  article 
of  manufacture,  mechanism,  merchandise,  commodity,  convenience,  repair, 
any  jjroduct  of  mining,  or  any  article  or  thing  whatsoever,  or  the  price  or 
premium  to  be  paid  for  iiusuring  property  against  loss  or  damage  by  fire, 
lightning  or  storm;  and  that  it  has  not  issued  and  does  not  own  any  trust 
■certificates,  and  for  any  corporation,  agent,  officer  or  employe,  or  for  the 
directors  or  stockholders  of  any  corporation,  has  not  entered  into  and  is 
not  now  in  any  combination,  contract  or  agreement  with  any  person  or  per- 
sons, corporation  or  corporations,  or  with  any  stockhoUer  or  director  thereof, 
the  purpose  and  eifect  of  which  said  combination,  contract  or  agreement 
would  be  to  place  the  management  or  control  of  sucTi  combination  or  com- 
binations, or  the  manufactured  product  thereof,  in  the  hands  of  any  trustee 
or  trustees,  with  the  intent  to  limit  or  fix  the  price  or  lessen  the  production 
and  sale  of  any  article  of  commerce,  use  or  eonpumption,  or  to  prevent, 
restriei  or  diminish  the  manufacture  or  output  of  any  article;  and  that  it 
has  not  made  or  entered  into  any  arrangement,  contract  or  agreement  with 
any  person,  association  of  persons  or  corporation  designed  to  lessen,  or 
which  tends  to  lessen,  full  and  free  competition  in  the  importation,  manu- 
facture or  sale  of  any  article,  product  or  commodity  in  this  State,  or 
under  the  terms  of  which  it  is  proposc^d,  stipulated,  provided,  agreed  or 
understood  that  any  particular  or  specified  article,  product  or  commodity 
shall  be  dealt  in,  sold  or  offered  for  sale  in  this  State,  to  the  exclusion,  in 
whole  or  in  part,  of  any  competing  article,  product  or  commodity. 


(President,  secretary  or  managing   officer.) 

Subscribed  and  sworn   to  before  me,  a    within   and   for  the 

county  of this dav  of , 

19 

[ Seal]  

Notary  Public. 

Filed 

Secretary  of  State. 
(The  Secretary  of  State  is  required  to  mail  to  each  corporation  the  above 
1  lank.     Laws  Missouri   1913,  i)age   171.     Explicit  directions  as  to  mode  of 
e.\ecution  accompany  same.) 

Form  128. 
AFFIDAVIT  OF  DISSOLUTION. 

(Domestic  Corporation.) 

(President  or  Secretary),  of  the   , 

being  duly  sworn,  upon  his  oath,  states  that  said  corporation  was  on  the  .... 


180       CORPORATION  FORMS  AND  PRECEDENTS. 

day  of   ,  19.  . .  .,  by  a  unanimous  vote  of  its  stockholders, 

dul.v  dissolved  and  is  no  longer  in  existence. 


(President  or  Secretary.) 

Subscribed  and  sworn  to  before  me,  a  notary  public,  within  and  for  the 

,  of   ,  this   day  of    , 

19.... 

Witness  my  hand  and  notarial  seal  the  day  and  date  last  above  written. 

My  term  expires  the day  of ,  19.  . .  . 

,  Notary  Public. 

(Note — This  affidavit,  when  filed  in  the  office  of  the  Secretary  of  State, 
will  relieve  the  company  from  making  further  annual  reports  to  that 
office;  but  will  not*  relieve  it,  or  its  stockholders,  of  liabilities,  should  any 
exist.  Provision  is  made  by  law,  which  took  effect  August  20,  1899,  for 
the  voluntary  dissolution  of  a  corporation,  under  sections  978,  979,  980 
and  981.) 

See  generally  as  to  dissolution  of  corporations.  Cook  on  Corporations, 
§  628;  Clark  &  M.,  Corp.,  §§  302-334. 

Form  129. 
FORMS  FOR  FOREIGN  CORPORATIONS. 

A  foreign  corporation  desiring  to  obtain  certificate  of  authority  and 
license  to  do  business  in  Missouri  is  required  to  file  in  the  office  of  the 
Secretary  of  State: 

First — A  copy  of  its  articles  of  association  and  charter  certified  by  the 
Secretary  of  State  of  the  state  in  which  the  company  is  incorporated.  The 
articles  should  show  that  the  full  amount  of  the  authorized  capital  stock 
has  been  T)07ia  fide  subscribed,  and  that  at  least  one-half  thereof  has 
been  paid  up  according  to  the  laws  of  Missouri.  If  the  articles  should 
not  set  out  these  facts,  but  if  subsequent  to  its  incorporation  the  full 
amount  of  the  authorized  capital  has  been  iorui.  fide  subscribed,  and  one- 
half  thereof  has  been  paid  up,  it  will  be  permissible  for  an  authorized 
officer  of  the  company  to  make  affidavit  to  that  effect  in  the  following  form. 

STATE  OF  ,lgg. 

County   of    j 

I,  (president  or  secretary)  of  the ,  a  cor- 
poration organized  under  the  laws  of ,  with  a  capital  stock 

of    dollars,   divided   into    shares,   of   the 

par  value  gf dollars  each,  as  authorized  by  its  certificate 

of  incorporation  issued  by  the  secretary  of  state  of  the  state  of , 

on  the day  of ,  19 .... ,  do  hereby  certify 

that  (not  less  than  50%)  thereof  has  been  in  good 

faith   subscribed,    and    (not   less   than    50%)    thereof 

actually  paid  up  in  lawful  money  of  the  United  States. 

(If  capital  stock   is   paid   up  in  projjerty,  recital   should  be   as   follows: 

And (not  less  than  50%)  actually  paid  up  in  property 

of  a  cash  value  equal  to  the  par  value  of  said  stock,  an  itemized  description 
of  which,  with  the  cash  value  of  each  item,  is  ab  follows:    ) 

Witness  my  hand  this day  of ,  19 . . . . 


(President  or  Secretary.) 


STATE  FORMS.  181 

Subscribed  and  sworn  to  b3fore  me,  this day  of , 

19.  . .  .      My  cuiiiiiiissioii  expires    ,   19.  .  .  . 

[SealJ  Notary   Public. 

(Xote — If  property  be  real  estate,  give  «.\act  description  by  metes  and 
bounds,  location  of  same  and  actual  cash  value  of  each  tract.  If  personal 
property,  itemization  must  give  location  of  each  class  of  personal  property 
and  the  actual  cash  value  of  each  class.  If  payment  for  stock  is  made 
in  both  cash  and  property,  set  out  the  actual  facts,  amount  in  cash  and 
amount  in  property,  with  itemized  description,  location  and  actual  cash 
value   of .  property.) 

Second — A  statement,  duly  sworn  to  by  the  principal  ofTifer  or  agent 
in  Missouri,  setting  forth  the  proportion  of  the  capital  stock  which  is 
represented  by  its  property  located  and  business  transacted  in  Missouri; 
and  designating  a  public  ofl&ce  or  place  of  business  in  this  State  fof  the 
transaction  of  its  business  where  legal  service  may  be  obtained  upon  it, 
as  follows: 

STATE  OF   ,  Jgg. 

County   of    \ 

,    prineipnl    officer    (or   principal   agent)    in   Missouri 

of    ,  a  corporation   duly  incorporated  under  the  laws  of 

the  state  of on  the day  of ,  19 , 

for  a  term  of  ." years,  being  duly  sworn,  upon  his  oath,  states  that 

he  represents  said  corporation  as  its  principal  agent  in  the  state  of  Missouri; 

that  the  amount  of  capital  stock  of  said  corporation  is dollf  rs, 

and  the  proportion  of  the  capital  stock   of  said  corporation  which  is  rep- 
resented by   its  property   located   and  business  transacted  in   the  State  of 

Missouri,  is dollars.     Capital  stock  employed  in  Missouri  is 

represented  by    dollars,  lawful  money  of  the  United 

States. 

(If  capital  stock  employed  in  Missouri  is  represented  by  property,  recital 
should  be  as  follows: 

Capital  stock  employed  in  .Missouri  is  represented  by  property,  an  item- 
ized description  of  which,  with  the  cash  value  of  each  item  thereof  is  as 

follows    viz. : That  the  principal  office  of  said  corporation 

or  place  for  the  transaction  of  its  business  in  the  State  of  Missouri,  where 

service  may  be  obtained  upon  it  is  located  in  the  city  of , 

Missouri. 


Subscribed  and  sworn  to  before  me,  this day  of , 

19 ...  .     My  commission  expires   19.... 

Notary  Public. 

(Note — If  property  be  real  estate,  give  exact  description  by  metes  and 
bounds,  location  of  same  and  actual  cash  value  of  each  tract;  if  personal 
property,  itemization  must  give  location  of  each  class  of  personal  property 
and  the  actual  cash  value  of  each  class.  If  capital  stock  employed  in 
Missouri  is  represented  by  both  cash  and  property,  set  out  amount  of  cash 
anil  amount  of  property,  giving  itemiyed  description,  location  and  actual 
cash  value  of  property.) 

Third — Affidavit  that  said  corixjration  is  .not  in  contravention  of  the  laws 
of  Missouri  against   pools,  trusts  and  conspiracies,  as  follows: 


182   CORPORATION  FORMS  AND  PRECEDENTS. 

STATE  OF  MISSOUEI,        } 

County   of    \ 

I,  ,  do  solemnly  swear  that  I  am  the 

(President,  Secretary  or  Managing  Officer),  of  the  corporation  known  and 

styled   ,  duly  incorporated  under  the  laws  of 

,    on   the    day   of    ,   and 

now  transacting  or  conducting  business  in  the  State  of  Missouri,  and  that 
I  am  duly  authorized  to  represent   said  corporation  in  the  making  of  this 

affidavit.     And  I  do  further  swear  that  the  said   ,  known  and 

styled  as  aforesaid,  is  not  now,  and  has  not  at  any  time  within  one  year 
from  the  date  of  this  affidavit,  created,  entered  into,  become  a  member  of, 
or  participated  in  any  pool,  trust,  agreement,  combination,  confederation 
or  understanding  with  any  other  corporation,  partnership,  individual,  or 
any  other  person  or  association  of  persons,  to  regulate  or  fix  the  price  of 
any  article  of  manufacture,  mechanism,  merchandise,  commodity,  con- 
venience, repair,  any  product  of  mining,  or  any  article  or  thing  whatsoever, 
or  the  price  or  premium  to  be  paid  for  insuring  property  against  loss  (3r 
damage  by  fire,  lightning  or  storm;  and  that  it  has  not  entered  into,  or 
become  a  member  of  or  a  party  to  any  pool,  trust,  agreement,  contract, 
combination  oi  confederation  to  fix  or  limit  the  amount  or  cjuantity  of  any 
article  of  manufacture,  mechanism,  merchandise,  commodity,  convenience, 
repair,  any  product  of  mining,  or  any  article  or  thing  whatsoever,  or  the 
price  or  premium  to  be  paid  for  insuring  property  against  loss  or  damage 
by  fire,  lightning  or  storm ;  and  that  it  has  not  issued  and  does  not  own  any 
trust  certificates,  and  for  any  corporation,  agent,  officer  or  employee,  or  for 
the  directors  or  stockholders  of  any  corporation,  has  not  entered  into  and 
is  not  now  in  any  combination,  contract  or  agreement  with  any  person  or 
persons,  corporation  or  corporations,  or  with  any  stockholder  or  director 
thereof,  the  purpose  and  etfect  of  which  said  combination,  contract  or 
agreement  would  be  to  place  the  management  or  control  of  such  com- 
bination or  combinations,  or  the  manufactured  product  thereof,  in  the 
hands  of  any  trustee  or  trustees,  with  the  intent  to  limit  or  fix  the 
price  or  lessen  the  production  and  sale  of  any  article  of  commerce,  use  or 
consumption,  or  to  prevent,  restrict,  or  diminish  the  manufacture  or  output 
of  any  article;  and  that  it  has  not  made  or  entered  into  any  arrangement, 
contract  or  agreement  with  any  person,  association  of  persons  or  corporation 
designed  to  lessen,  or  which  tends  to  lessen,  full  and  free  competition  in 
the  importation,  manufacture  or  sale  of  any  article,  product  or  commodity 
in  this  State,  or  under  the  terms  of  which  it  is  proposed,  stipulated,  pro- 
vided, agreed  or  understood  that  any  particular  or  specified  article,  product 
or  commodity  shall  be  dealt  in,  sold  or  offered  for  sale  in  this  State,  to 
the  exclusion,  in  whole  or  in  part  of  any  competing  article,  product  or 
commodity. 


(President,  Secretary  or  Managing  Officer.) 

Subscribed  and  sworn  to  before  me,  a   within  and 

for   the   county   of    ,    this    •.    day    of 

,  19.... 

[Seal]  

Notary  Public. 


STATE  FORMS.  183 

STATE  OF  Igg. 

(y'ouiity   of    j 

We,   ,  I'residcnt,  and   ,  Secretary, 

of  the   ,  !i  foiporatiou  duly  organized  an<l  exist lu^i 

under  the  laws  of  the  state  of    ,  by  charter  bear.ug 

date   ,  19....,  located  at   , 

in    the   State   of    ,    do    solemnly    swear   that    in    making 

applitation  for  license  to  do  business  in  Missouri,  under  provisions  of 
Section  [WMJ,  E.  S.  1909,  we  are  duly  authorized  to  represent  said  cor- 
poration in  making  this  affidavit,  and  that  it  is  the  desire  of  said  corporation 

to  carry  on  in  the  State  of  Missouri,  solely,  the  business  of  

which  is  authorized  by  its  charter;  aiid  that  if  said  corporation  is  licensed 
it  shall  not  and  will  not  do  or  transact  any  other  business  in  Missouri,  or 
exercise  any   other   or    further   powers,   rights   or   privileges  than   those   set 
out  above,  whether  or  not   its  charter  powers  be  so  limited. 
Attest. 

,  President. 

[CoRi'ORATE  Seal]  ,  Secretary. 

Subscribed  and  sworn  to  before  me,  this day  of • , 

19.... 

[Seal]  ,  Notary  Public. 

Note — State  briefly  and  in  general  terms  the  character  of  the  business 
proposed.  For  instance,  "to  carry  on  in  the  state  of  Missouri,  solely,  the 
business  of  mining,"  would  be  sufficient  for  that  purpose.  A  corporation 
has  power  to  purchase,  hold  and  convey  such  real  estate  and  personal  prop- 
erty as  its  purposes  shall  require  without  expressly  stating  such  power.  It 
is  not   necessary  to  enumerate   incidental   powers  and   purposes. 

Draft  or  certified  check  payable  to  the  order  of  the  state  treasurer,  to 
cover  the  state  tax  and  fees,  estimated  as  follows:  On  a  capital  of  $.50,000 
or  less,  invested  in  Missouri,  .$50.00;  license,  $10.00,  and  fee  for  issuing 
certificate,  $1.50;  minimum  total,  $61.50.  For  each  $10,000  capital  or 
fraction  thereof  so  invested  in  excess  of  $50,000,  $5.00  additional. 

Form  130. 
ANNUAL  REPORT  OF  FOREIGN  CORPORATIONS. 

(Kequired  by  an  Act  approved  March  27,  1913,  Laws  1913,  Page  167.) 

This  report  should  be  filed  on  or  immediately  after  July  1st. 

To  the  Secretary  of  State  of  the  State  of  Missouri:     In  compliance  with 

the  provisions  of  Sections  3,  4,  5  and  6,   of  an  Act   approved   March   27, 

1913,  Laws  1913,  Pages  167  and  168  and  of  Section  10322,  K.  S.,  1909,  we 

make  report  and  affidavit  as  follows: 

Name  of  corporation 

(Xote — To  insure  correct  registration  see  that  location  of  principal 
business  office,  including  street  and  number  is  correctly  entered  above.) 

Name  of  President P-  0-  Address 

Name  of  Secretary !*•  O.  Address 

Managing   Officer    (or  Agent)    in    Missouri 1'.  O.  Address 

Amount  of  Capital  Stock  authorized $ 

Amount  of  Capital  Stock  subscribed $ 

Amount  of  Capital  Stock  paid  up $ 

Par   value    (per   share)    of   stock,   June    1,    last 

preceding   this   report j-  •      $ 

Actual  value   (per  share)  of  stock,  June  1,  last 

preceding   this   report '.  .  .  .      $ 

Cash  value  of  all  personal  property  in  this  State, 

June    1,    last    preceding   this   report $..... 

Cash  value  of  all  real  estate  in  this  State,  June 

1,  last  preceding  this  report $ 

Total  value  of  assets  June  1,  last  preceding  this 

report   $ 


183a      CORPORATION  FORMS  AND  PRECEDENTS. 

Total  indebtedness,  secured  June  1,  last  preced- 
ing  this   report $ 

Total  indebtedness,  unsecured  June  1,  last  pre- 
ceding   this    report $ 

Net  earnings  for  the  year  ending  May. 31,  last 

preceding  this  report $ 

Per  cent  of  dividends  paid   in  cash  during  the 

year  ending  May  31,  last  preceding  this  report "    per  cent 

Amount  of  city  taxes  paid  in  this  State  for  the 

year  last   preceding  this   report $ , . . 

Amount  of  county  taxes  paid  in  this  State  for 

the  year  last  preceding  this  report $ 

Amount  of  State  taxes  paid  in  this  State  for  the 

year  last  preceding  this  report $ 


STATE  OF  MISSOURI,  ) 

County  of   j  ^^• 

I,    ,   President,   Secretary   or   Managing   Officer    (or 

Agent)   in  Missouri  of  said  corporation,  do  solemnly  swear  that  the  above 
statement  is  true  to  the  best  of  my  knowledge  and  belief. 

(Sign   here) 

Subscribed  and  sworn  to  before  me,  this day  of , 

19 

Witness  my  hand  and  notarial  seal  the  date  last  aforesaid. 

(Commissioned  and   qualified   for   a  term   expiring ) 

[Seal]  

Notary  Public. 

Filed ;... 

Secretary  of  State. 

(The  Anti-Trust  affidavit  required  by  Section  4,  Page  168,  Laws  1913, 
and  Section  10322,  R.  S.  Mo.,  1909,  must  be  filed  along  with  this  report. 
The  form  of  such  affidavit  is  set  forth  in  Paragraph  3  of  Form  129,  Supra.) 


Form  131. 
AFFIDAVIT  OF  RETIREMENT. 

(Foreign   Corporation.) 

(President  or  Secretary)    of  the    ,  a 

corporation   under  the  laws  of  the   State  of ,   duly   authorized 

to  do  business  in  the  State  of  Missouri,  as  evidenced  by  its  certificate  o^' 

authority  issued  by  the  Secretary  of  State  on  the day  of 

,  19.  .  .  .,  being  dujy  sworn,  on  his  oath,  says  that  the  said 

retired  from  business  in  the  State  of  Missouri  on  the 

day  of  ,  19.  ...,, 


(President  or  Secretary.) 


STATE  FORMS.  183b 

Subscribed    and   sworn    to   before   me,    a    in    and    for   the 

county  of ,  State  of ,  this day  of 

,19 

[Seal]  ,    Notary    Public. 

See  Cook  on  Corporations,  §§  696-700,  758;  Clark  &  M.,  Corp.,  §§  834-865 


184      CORPORATION  FORMS  AND  PRECEDENTS. 

MONTANA. 

Form  132. 

ARTICLES  OF  INCORPORATION. 

"We.    the    undersigned,    (Here    insert    names),    citizens    and    residents    of 

(Here  insert  name  of  City),    County,  Montana,  do  by  these 

presents,  pursuant  to  and  in  conformity  with  the  provisions  of  the  Civil 
Code  of  the  State  of  Montana,  associate  ourselves  together  to  form  a 
corporation,  and   do  hereby  agree  upon,  and  adopt  the  following 

ARTICLES    OF    INCORPORATION. 

1.  The  corporate  name  of  said  corporation  shall,  and  it  is  hereby 
declared  to  be :   (Here  insert  name.) 

2.  The    objects    and    purposes    for    Avhich    said    corporation    is    formed 

are  as  follows:    (Here  insert  the  purposes  for 

w'hich  the  corporation  is  formed.) 

3.  The  principal  business  of  said  corporation  shall  be  transacted,  and  its 
principal  office  shall  be  kept  ai;   (Here  insert  name  of  place  in  the  State). 

4.  The   term   for   which   said   corporation   is   organized   and   is  to   exist 

is   years  from   and  after  the  issuance  of  the  certificate 

of  incorporation  by  the  Secretary  of  State  of  the  State  of  Montana. 

5.  The  number  of  directors  who  shall  manage  the  business  affairs  of 
said  corporation  shall  be  (Here  insert  not  less  than  three  or  more  than  thir- 
teen), and  the  names  and  residences  of  the  directors  who  shall  manage 
the  business  and  affairs  of  the  said  corporation  for  the  first  three  months 
and  until  their  successors  are  elected  and  qualified  are:  (Here  insert 
names  and  addresses.) 

6.  The  capital  stock  of  said  corporation  shall  be  (Here  insert  amount), 
divided  into  (insert  number)  shares  of  the  par  value  of  (insert  value)  each. 

(If  it  is  desired  to  issue  preferred  stock  add  the  following.) 
(Insert  number)  shares  thereof  shall  be  common  stock  and  (Insert 
number)  shares  thereof  shall  be  preferred  stock,  which  preferred  stock 
shall  be  entitled  to  preferred  dividends  in  an  amount  to  be  fixed  by  the 
Board  of  Directors  of  not  less  than  four  or  more  than  eight  per  cent 
per  annum,  and  which  shall  be  (Here  insert  cumulative  or  noncumulative), 
and  be  paid  from  dividends  before  any  dividends  shall  be  paid  on  the  com- 
mon stock,  and  no  other  dividends  shall  be  paid  on  the  preferred  stock. 

Upon  dissolution  of  the  corporation,  the  preferred  stock  shall  be  paid 
in  full  before  any  payments  shall  be  made  on  the  common  stock.  The 
preferred  stock  may  be  retired  or  redeemed  by  the  Board  of  Directors, 
at  such  time  and  upon  such  terms  as  the  Board  of  Directors  may  direct,  at 
not  less  than  par  and  accrued  dividends,  and  such  stock  may  be  again 
issued  and  sold  whenever  the  Board  of  Directors  may  direct.  Holders  of 
preferred  stock  shall  not  be  entitled  to  vote  at  any  of  the  stockholders' 
meetings.      (They  can  be  given  power  to  vote.) 

7.  The  amount  of  the  capital  stock  actually  subscribed  for  is  as  fol- 
lows:        (Here  insert  names  and  number  of  shares  subscribed 

for.) 


STATE   FORMS.  185 

8.  The  stock  of  said  corporation  shall  be  (insert  assossahle  or  non- 
assessable). 

In    Testin-.jiiy    Whereof,    the   said    parties  have   hereunto   set    their    hands 

and   seals   and   e.xecuted    this   instrument   in  duplicate    this    day 

of    ,    li' 

[Seal] 

[Seal] 

[Seal] 

STATE  OF  ,1 

^   ss: 
County  of    \ 

On    this    day   uf    ,    19 ,   before   me, 

;   ;i   Notary    Public   in   and    for   the   State   of    . , 

personally  api)eared  (Insert  names),  known  to  me  to  be  the  persons  whose 
names  are  subscribed  to  the  within  instrument,  and  acknowledged  to  me 
that  they  executed  the  same. 

In  Witdoss  Whereof,  I  have  hereunto  set  my  hand  and  aflSxed  my  official 
seal  the  day  and  vear  in  this  certificate  first  above  written. 


Notary  Public  in  and  for  the  State  of 

Kesiding  at , 

My    commission    expires    >    191 .  . 

See  generally  notes  to  Forms  1,  5,  8,  and  H,  supra. 

Form  133. 
ANNUAL  REPORT  OF  CORPORATION. 

Office    of    the    


,  Montana, ,  19.  . . . 

To  whom  it  may  concern  : 

In  accordance  with  the  provisions  of  Section  3850  of  the  Revised  Codes 
of  Montana  as  amended  by  act  approved  March  11,  1909,  we  the  under- 
signed, being  the  President  and  a  majority  of  the  directors  of  the 

Company,  do  hereby  present  the  following  report  of  the  condition  of  said 
•corporation  on  the  thirty-first  day  of  December,  19....: 

The  amount  of  the  capital   stock  of  the  said  corporation  is     $ 

The  amount  of  the  capital  stock  actually  paid  in  is  $ 

Amount  of  capital  stock  actually  paid  in  in  cash  is  $ 

The  amount  of  capital  stock  issued  in  payment  of  property 

purchased  is  * 

The  amount  of  existing  debts  is  $ 

That  the  names  and  addresses  of  the  Directors  or  Trustees  of  the  said 
corporation,  and  of  the  President,  Vice  President,  General  Manager  and 
Secretary  of  the  corporation  are  as  follows: 


Directors. 


Address 

Address 

Address 

President  Address 

A^ice    President  Address 

General     Manager     Address 

Secretary  Address 


186   CORPORATION  FORMS  AND  PRECEDENTS. 

In  Witness  Whereof,  we  the  undersigned,  the   and  a  majority 

of  the  directors  of  the  said  corporation,  have  hereunto  set  our  hands  the 
day  and  year  herein  first  above  written. 

,    President     Director 

,    Director       Director 

STATE     OF    MONTANA, 

County    of    

,  being  first  duly  sworn,  on  oath  says:     That  he  is  the 

of  the  above  corporation,  and  that  the  above  and  foregoing 

report   is   true   and   correct  to   the  best  of   his   knowledge   and   belief,   and 

that  the  foregoing  signatures  are  those  of  the   and  a  majority  of 

the   directors  of   said   corporation,  inclusive   of   the    


Subscribed  and  sworn  to  before  me  this   day  of 

19.... 


Notary  Public  for  the  State  of  Montana. 
Residing  at My  commission  expires ,  19. . . . 


STATE    FORMS.  187 

NEBRASKA. 

Form  134. 
ARTICLES  OF  INCORPORATION 

of    

Know    all    Men    by    tliese    Presents:      That    we,    , 

have  associated  ourselves  together  for  the  purpose  of  forming  and  becom- 
ing a  corporation  under  the  laws  of  the  State  of  Nebraska,  and  for  that 
purpose  do  hereby  adopt  these  Articles  of  Incorporation: 

Article  I. 
Name. 

The   name   of   this  Corporation    shall   be    

Articlk  II. 
Place   of  Business. 

The  principal  place  of  transacting  tiie  business  of  this  Corporation  shall 

be   ,   County,  State  of  Nebraska. 

Article  III. 
General  Nature  of  Business. 

The  general  nature  of  the  business  to  be  transacted  by  this  Corpora*  i.n 

shall  be  

Article    IV. 
Amount  of   Capital  Stock. 

The  amount  of  the  Capital  Stock  of  this  Corporation  shall  be 

Authorized,    $ 

Subscribed    and    not    paid    .  .$ 

Paid    up,     $ 

Article  V, 
Commencertient  and  Termination. 

The  time  of  the  commencement  of  this  Corporation  shall  be   

and  its  termination  shall  be   

Article  VI. 
Amount  of  Liability. 

The  highest  amount   of  indebtedness  to  which  this  Corporation  shall  at 

any    time    subject    itself    shall    be    

Article  VII. 
Board  of  Directors  and  Officers. 

OflBcers.  Directors. 


Articlk  VIII. 
Amendments. 


r 

Incorporators : 


188   CORPORATION  FORMS  AND  PRECEDENTS. 

STATE  OF  NEBRASKA,  ) 

t    ss: 
County    of    I 


[Seal]  •.  ..     ..  Notary  Public. 

See  generally  notes  to  Forms  1,  5,  8  and  11,  supra.  See  also  Tash 
V.  Ludden,  88  Neb.  292;   Meyer-Cord  Co.  v.  Hill,  84  Neb.  89. 

Form  135. 
FOREIGN  CORPORATIONS— RESOLUTION. 

At  a  meeting   of   the   board  of   directors   of    held  this 

day  of    ,  A.  D.   19.  . .  .,  the  following  was 

unanimously  adopted,   to- wit: 

' '  This  company  hereby  accepts  the  provisions  of  the  laws  of  the  state 
of  Nebraska   governing  corporations." 

I,   ,   ,  a  corporation  organized  un^ 

deV   the   laws    of   the   State   of    ,    do    hereby   certify    that    the 

above  and  foregoing  is  a  true  and  correct  copy  of  a  resolution  adopted  by 

the  board  of  directors  of  said  company  at  a  meeting  at  its  office  at , 

the   day  of   ,  A.  D.   19 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  affixed  the  seal 
of  said  company  this   day  of   ,  19 ...  . 


[Seal]  Secretary. 

See  Cook  on  Corporations,  §§696-700,  758;  Clark  &  M.,  Corp.,  §§834- 
865.  See  also  Ritchie  v.  Illinois  Central  R.  Co.,  87  Neb.  631;  Tomson 
V.  Iowa  State  Traveling  Men's  Assoc,  88  Neb.  399, 

Form  136. 
CERTIFICATE  OF  FOREIGN  CORPORATIOTST. 

Know  all  Men  by  these  Presents:  That  the  ,  a  cor- 
poration with  a  principal  office  at   ,  State  of   , 

and  a  branch  office  in  the  State  of  Nebraska,  at ,  County 

of   ,  does  hereby  certify: 

The  name  of  our  agent  in  charge  of  our  branch  office  is ,  and 

we  do  hereby  appoint  the  Auditor  of  Public  Accounts  of  the  State  of  Ne- 
braska, our  true  and  lawful  attorney  upon  whom  all  lawful  process  in  any 
action  or  proceeding  against  the  company,  may  be  served  with  the  same 
effect  as  if  the  company  existed  in  the  state. 

And  it  is  strictly  agreed  on  the  part  of  the  Company  that  any  lawful 
process  against  said  company  which  is  served  on  said  attorney  shall  be 
of  the  same  legal  force  and  validity  as  if  served  on  the  company  and 
that  this  authority  shall  continue  in  force  so  long  as  any  liability  remains 
outstanding  against  the  company  in  the  State  of  Nebraska. 

Witness  our  signatures  this    day  of ,  19 ....  : 

President. 
Secretary. 


STATE   FORMS.  Iftf) 

STATE    OF    

L'oiiiity    of     

Before   iiif,    a    imtary    public,   in   and    for   tlie   county   of 

state  of    ,   personally  appeared    ,   j>rcsi<lent,  and 

,    secretary,    and    acknowledged    the    Bigning    of    the    abovo 

instrument. 

Witness  my  band  and  official  seal  this    day  of   , 

19.... 


Notary  Publi';. 


190      CORPORATION  FORMS  AND  PRECEDENTS. 

NEVADA. 

Form  137. 

ARTICLES  OF  INCORPORATION. 

We,  the  undersigned,  have  this  day  voluntarily  associated  ourselves  to- 
gether for  the  purpose  of  forming  a  corporation  under  and  pursuant  to  the 
laws  of  the  State  of  Nevada  and  hereby  certify: 

I.  The  name  of  this  corporation  shall  be  The    Company. 

II.  The  principal   office   and   place   of   business   of   this   corporation   in 

Nevada   shall   be  located  at   No ,    St.   in  the   City   of 

,  County  of   ,  State  of  Nevada. 

III.  The  nature  of  the  business  and  the  objects  and  purposes  proposed 
to  be  transacted,  promoted  and  carried  on  by  this  corporation  are:    

IV.  The  amount  of  the  total  authorized  capital  stock  of  this  corpora- 
tion   shall    be    dollars    ($ ),    divided    into    

shares  of  the  par  value  of dollars   ($ )   each.     The  amount 

of    subscribed    capital   stock   with   which    this   corporation   shall   commence 

business  is    dollars    (•$ )   and  the  amount  actually  paid 

up  is dollars   ($ ) . 

V.  The  names  of  each  of  the  original  subscribers  to  the  capital  stock 
of  this  corporation  and  the  amount  subscribed  for  by  each  respectively  are 
as  follows: 

Name.  Eesidence.  No.  of  Shares.  Amount. 


VI.  The  period  limited  for  the  duration  of  existence  of  this  corporation 
is    years. 

VII.  The  members  of  the  governing  board  of  this  corporation  shall  be 
styled  directors   (or  trustees),  and  the  number  thereof  shall  be 

VIII.  The  capital  stock  of  this  corporation,  after  the  amount  of  the 
subscription  price  or  par  value  has  been  paid  in,  shall  not  be  subject  to 
assessment  to  pay  debts  of  the  corporation. 

(Any  provisions  relating  to  the  business  and  conduct  of  the  affairs  of  the 
corporation  may  be  here  inserted,  and  also  any  provisions  creating,  defin- 
ing, limiting,  and  regulating  the  powers  of  the  corporation  and  the  rights, 
powers  and  duties  of  the  directors,  stockholders,  or  classes  thereof,  or 
bondholders,  not  contrary  to  the  laws  of  Nevada.) 

In   Witness   Whereof,   we   have    hereunto    set   our   hands   and   seals   this 

day  of ,  A.  D.  19 

In  the  presence  of 

[Seal] 

[Seal] 

[Seal] 

STATE  OF  NEVADA,       } 

County  of  ( 

On  this day  of ,  A.  D.  19 .... ,  personally 

appeared  t^f'^ra  nie,  a  notary  public   (or  judge  or  other  officer,  as  the  case 


STATE  FORMS.  191 

may  ^),  in  and  for county, ,  known  (or 

prover)  to  rue  to  be  the  persons  described  in  and  who  executed  the  fore- 
going lustrunieiit,  who  acknowledged  to  nie  that  they  executed  the  same 
freelj    und  voluntarily  and  for  the  uses  and  purposes  therein  mentioned. 

Wir.'icss  my   hand   and  seal  this    day  of    , 

19 


Form  138. 
FOREIGN  CORPORATION— CERTIFICATE. 

Knoiv  all   iMeu  by  these  Presents,   That  we,    ,  and , 

respectively  the  President  and  Secretary  of  the   ,  do  hereby 

certify  and  declare,  as  and  for  the  act  and  deed  of  such  officers  of  said 
corporation,  as  follows,  viz: 

Thar,   the    is    a  corporation   duly   created,   incorporated 

and   existing  under  and   by   virtue  of  the  laws  of   the  State  of    , 

and  liHS  its  ofiice  and  the  place  where  the  principal  business  of  said  cor- 
poration is  transacted  at  the   

Ami  said  corporation  owns  and  holds  property  in  the  State  of  Nevada, 
and  does  business  therein. 

That   this   corporation   has   appointed   and   will   keep    in   the 

rotate  of  Nevada,  as  an  agent  upon  whom  all  legal  process  may  be  served 
for  this  corporation. 

Now,  Therefore,  This  corporation  does  hereby  file  this  certificate,  prop- 
erly authenticated  by  the  proper  officers  of  this  corporation,  with  the  Secre- 
tary of  State  of  the  State  of  Nevada,  and  does  hereby  certify,  specify  and 
declare  that  the  full  name  of  their  said  agent,  upon  whom  all  legal  process 

may  be  served  foe  this  corporation,  is   ; 

that  the  residence  of  said  agent  is  at ,  in  the  County  of 

,  in  the  State  of  Nevada. 

Done  at  the  said  City  and  County  of  ,  State  of   ,  this 

day  of ,  A.  D.  19. . . .,  in  pursuance  of  a  resolution 

duly  passed  by  the  Board  of  Directors  of  said  corporation,  and  entered  on 
the  minutes  thereof. 


President. 

Secretary. 
STATE  OF  NEVADA,       | 

County  of   ( 

On  this   day  of  ,  A.  D. 

personally  appeared  before  me,  a  notary  public   (or  judge  or  other  officer, 

as  the  case  may  be),  in  and  for county,  A.  B.,  known   (or 

proved)  to  me  to  be  the  president  (vice-president  or  secretary)  of  the 
corporation  that  executed  the  foregoing  instrument,  and  upon  oath,  did 
depose  that  he  is  the  officer  of  said  corporation  as  above  designated; 
that  he  is  acquainted  with  the  seal  of  said  corporation  and  that  the  seal 
affixed  to  said  instrument  is  the  corporate  seal  of  said  corporation;  that 
the  signatures  to  sai<l  instrument  were  made  by  officers  of  said  corporation 
as  indicated  aft(>r  said  signatures;   and  that  the  said  corporation  executed 


192   CORPORATION  FORMS  AND  PRECEDENTS. 

the  said   instniineiit   freely  and  voluntarily  and  for  the  uses  and  purposes 
therein   mentioned. 

Witness  my  band  and  seal  this   day  of   , 

19 


Form  138a. 
REPORT  OF  ELECTION. 


and 


being  duly  sworn,  depose  and  say  that  they  are  respectively  President  and 

Secretary  of   the    ,   a   corporation   organized   under 

the  laws  of    ,  and  that  the  following  is  a  full,  true 

and  correct  statement  of  facts  required  by  Section  85  of  the  Corporation 
Law  of  the  State  of  Nevada,  as  follows,  to  wit : 


Name  of  Director 


Date    of 
Election 


Term    of 
Office 


Character  of 
Business 


Postofflce  Address  (street  and  number,  if  any) 


Futhermore    that    of    N Street, 

County,   Nevada,   is   the  duly   and   regularly  author- 
ized Agent  for  said  Corporation  upon  whom  process  can  be  served. 


President. 


Secretary. 

Subscribed  and  sworn  to  before  me,  this day  of  .  . 

19.... 


Notary  Public. 


STATE  FORMS.  193 

NEW  HAMPSHIRE. 

Form  139. 

ARTICLES  OF  ASSOCIATION. 

The  Undersifrned,  being  persons  of  lawful  age,  associate  under  the 
provisions  of  chapter  147  of  .the  Public  Statutes  of  New  Hampshire  by  the 
following 

ARTICLES  OF  AGREEMENT : 

Article  1.     The  name  of  this  corporation  shall  be   

Art.  2.     The  object  for  which  this  corporation  is  established  iS 

Art.  3.  The  place  in  which  the  business  of  this  corporation  is  to  be 
carried  on  is    

Art.  4.     The  capital  stock  to  be  paid  in  Shall  be shares  of  a  par 

value  of  $ each,  a  total  of  $ 

Art.  5.     The  first  meeting  of  the  corporators 

Names.  PostofTice    Address. 


(No  acknowledgment  is  required.) 

See  generally  notes  to  Forms  1,  5,  8  and  11,  supra. 

Form  140. 

ANNUAL  RETURN 
of  the    


a  corporation  duly  established  under  the  laws  of  the  state  of  New  Hamp- 
shire, as  existing  on  the  first  day  of  May,  19....,  made  in  conformity  to 
the  Public  Statutes  of  New  Hampshire,  Section  16,  c.  150,  as  amended 
by  Laws  N.  H.,  1911,  ch.  159,  p.  172. 

Principal    place    of    business    of    the   corporation    

Postofiice  address  of  the  Treasurer   

Date  of  incorporation 

Amount  of  capital  stock  authorized   

Number   of  shares  issued    

Par  value  of  shares   

Amount  of  capital  stock  paid  in   

Amount  of  debts  due  the  corporation    

Amount  of  debts  due  from  the  corporation   

Assets  of  the  corporation,  including  debts  due  corporation   

Kind  of  property  of  the  corporation   

,  Treasurer    

#  Directors. 


194   CORPORATION  FORMS  AND  PRECEDENTS. 

STATE  OF  NEW  HAMPSHIRE,  | 
County    of    <  ^'^  • 

On ,  j  9 personally  appeared ,  treasurer, 

and    ,   a    majority   of   the   directors   of  said   corporation, 

and  made  oath  that  the  above  statement  by  them  signed  is  true. 

Before  me,  

Justice  of  the  Peace. 


Form  140a. 
FOREIGN  CORPORATION— POWER  OF  ATTORNEY. 

Know  All  Men  by  These  Presents:  That  the  ,  a  corpora- 
tion duly  established  under  and  by  virtue  of  the  laws  of , 

and  having  its  ofhce  and  principal  place  of  business  at    , 

desiring  to  transact  luisiness  in. the  State  of  New  Hampshire  in  conformity 
with  the  laws  thereof,  hereby  constitutes  and  appoints  Edward  N.  Pearson, 
Secretary  of  State  of  New  Hampshire,  and  his  successors  in  oflice,  the 
true  and  lawful  Attorney  of  said  corporation  in  and  for  the  State  of 
New  Hampshire  in  compliance  with  the  provisions  of  the  Act  relative  to 
the  legistration  of  foreign  corporations,  approved  May  21,  1913,  upon 
whom  lawful  process  in  any  action  or  proceeding  against  it  upon  any 
liability  arising  in  the  State  of  New  Hampshire  may  be  served ;  and  it 
is  hereby  duly  agreed  on  the  part  of  said  corporation  that  service  of  process 
as  aforesaid  shall  be  of  the  same  legal  force  and  validity  as  if  served 
on  said  corporation.  This  appointment,  and  the  authority  of  said  Attorney, 
shall  continue  in  force,  and  shall  not  be  revoked  so  long  as  any  liability 
remains  outstanding  against  said  corporation  in  said  State  of  New  Hamp- 
shire and  until  another  Attorney  is  duly  substituted  and  appointed. 

In  Witness  Whereof  the  aforesaid  corporation,  pursuant  to  a  resolution 

and  vote  of  its  Board  of  Directors  duly  passed  the    day  of 

,  19.  .  .  .,  duly  authorizing  its  President  and  Sec- 
retary to  act  in  the  premises,  hath  caused  these  presents  to  be  subscribed 
by  its  President  and  countersigned  by  its  Secretary  and  the  seal  of  said 
corporation  to  be  hereunto  afiixed  this day  of   ,  19 ...  . 


By  its  President, 
Countersigned : 

Secretary. 


STATE  OF   ,|  gg. 

County   of    ] 

On  this   day  of    ,  A.  D.   191 .  . ,  before  me, 

the  subscriber  duly  appointed  and  qualified,  personally  appeared  the  before 

named   ,  President,  and  , 

Secretary  of  the    ,   a  corporation   duly  established 

(who  are  personally  known  to  me),  and  severally  acknowledged  the  fore- 
going instrument  by  them  subscribed  to  be  the  act  and  deed  of  said  cor- 
poration; and  they  severally  made  oath  that  they  are  respectively  the 
aforedescribed  officers  of  said  corporation;  that  the  seal  affixed  to  said 
instrument  is  its  true  and  proper  corporate  seal;  and  that  they  each 
subscribed  said  instrument,  and  that  said  corporate  seal  was  affixed  by  virtue 
of  authority  duly  conferred  by  said  corporation. 

Witness  my  hand   at  in  the 

State  and  County  first  above  written. 


Justice  of  the  Peace, 
Notary  Public. 
[Seal] 


STATE   FORMS.  195 

NEW  JERSEY. 

Form  141. 

CERTIFICATE  OF  INCORPORATION 

(if  till'   

This  is  to  Certify,  That  we,  ,  do  hereby  associate  our- 
selves into  a  corporation,  under  and  by  virtue  of  the  provisions  of  an  act 
of  the  Legislature  of  the  State  of  New  Jersey,  entitled  "An  act  concern- 
ing corporations  (Revision  of  1896),"  and  the  several  supplements  thereto 
and  acts  amendatory  thereof,  and  do  hereby  severally  agree  to  take  the 
number  of  shares  of  capital  stock  set  opposite  our  respective  names. 

•  First.     The   name   of   the   corporation   is    

Second.  The  location  of  the  principal  office  in  this  State  is  at  No. 
,    Street,   in   the    of    ,   County   of 


The  name  of  the  agent  therein  and  in  charge  thereof,  upon  whom  process 
against    this    corporation    may   be    served,    is    

Third.     The  objects  for  which  this  corporation  is  formed  are 

The  corporation  shall  also  have  power  to  conduct  its  business  in  all  its 
branches,  have  one  or  more  offices,  and  unlimitedly  to  hold,  purchase,  mort- 
gage and  convey  real  and  personal  property  in  any  State,  Territory  or 
Colony  of  the  United  States  and  in  any  foreign  country  or  place. 

Fourth.     The  total  authorized  capital  stock  of  this  corporation  is 

dollars,  .divided  into shares  of  a  par  value  of dollars  each. 

Fifth.     The   names   and   postoffice   address   of  the  incorporators  and   the 

number  of  shares  subscribed  for  by  each,  the  aggregate  of  which  ($ ) 

is  the  amount  of  capital  stock  with  which  this  company  will  commence 
business,   are  as  follows : 

jSame.  Postoffice  Address.  Number  of  Shares. 


Sixth.     The  period  of  existence  of  this  corporation  is  unlimited. 

In    Witness    Whereof,    we    have   hereunto    set   our   hands    and   seals    this 
(.lay   of    ,   A.    D.    nineteen   hundred    

Signed,  sealed  and  delivered  in  the  presence  of 

[Seal] 

[Seal] 

[Seal] 


STATE  OF   J 

1  ss: 

County  of   j 

Be  it  remembered,  That  on  this day  of ,  A.  D.  nine- 
teen hundred  before  me,  a  ,  per- 
sonally appeared    ,  who  I  am  satisfied  are  the  persons 

named  in   and   who   executed   the   foregoing  certificate,   and   T   having  first 
made  known  to  them  the  contents  thereof,  they  did  each  acknowledge  that 


196   CORPORATION  FORMS  AND  PRECEDENTS. 

they  signed,  sealed  and  delivered  the  same  as  their  voluntary  act  and  deed, 
for  the  uses  and  purposes  therein  expressed. 


See  notes  to  Forms  1,  5,  8,  and  11,  supra.  See  generally  Carver  v. 
Southern  Iron  &  Steel  Co  78  N.  J.  Eq.  81,  240;  Arnold  v.  Seanng  78 
N.  J.  Eq.  146;  Mellon  v.  Mississippi  Wire  Glass  Co.,  77  N.  J.  Eq.  498; 
National  Packing  Co.  v.  Garven,  80  N.  J.  L.  311;  Colgate  v.  U.  S.  Leather 
Co.,  75  N.  J.  Eq.  229;  Goodnow  v.  American  Writing  Paper  Co.,  73  N. 
J.   Eq.  692;   Goodnow  v.   American  Writing  Paper  Co.,  72  N.   J.  Eq.  645. 

See  Charter  of  United  States  Steel  Corporation,  in  Chapter  XXXIX,  post. 

Form  142. 
CERTIFICATE  OF  PAYMENT  OF  CAPITAL  STOCK 

of  the Company. 

The  location  of  the  principal  office  in  this  State  is  at  No , 

Street,  in  the   of    ,  County  of    

The  name  of  the  agent  therein  and  in  charge  thereof,,  upon  whom  piocess 
against    this    corporation    may   be    served,    is    

In  accordance  with  the  provision  of  "An   Act  concerning  corporations, 

(Revision  of  1896),"  we ,  President,  and .., 

Secretary  of  the Company,  a  corporation  of  the  state  of 

New  Jersey,  do  hereby  certify  that dollars,  being  the 

capital  stock  of  said  company,  as  authorized  by  its  certificate  of  incorpora- 
tion filed  in  the  Department  of  State  on  the   day  of   A.  D. 

19 ,  has  been  fully  paid  in ;  dollars  thereof  by  the  pur- 
chase  of   property   and    dollars   thereof   in   cash.      The   capital 

stock  of  said  company  previously  paid  and  reported  is  $ of  com- 
mon stock  and  $ of  preferred  stock. 

Witness  our  hands  the day  of ,  A.  D.  19 


President. 

Secretary. 

STATE  OF  ,1 

Jss: 

County  of ^ 

,    president,    and     ,. ,    secretary    of 

the     Company,    being    severally    sworn,    on    their    respective 

oaths  depose  and  say  that  the  foregoing  certificate  by  them  signed  is  true. 


President. 


Secretary. 

Subscribed  and  sworn  to  before  me  this day  of A.  D. 

19.... 


See  generally  as  to  the  payment  for  stock  in  property,  Cook  on  Cor- 
porations, §§  18-24,  43-50,  423,  766;  Clark  &  M.,  Corp.,  §§  380-401.  See  also 
Carver  v.  Southern  Iron  &  Steel  Co.,  78  N.  J.  Eq.  81. 


STATE  FORMS.  197 

Form  143. 

CERTIFICATE    OF    CHANGE    OF    LOCATION    OF    THE 
PRINCIPAL  OFFICE 

of  the Company. 

Tho   Company,  a  corporation  of  New  Jersey,  does  hereby 

certify    that   it    has    changed    the   location   of   its   principal    oflice   in    New 

Jersey,   in   accordance  with   a   resolution   adopted   on   the daj    of 

,  1!».  . .  .,  at  a  duly  convened  meeting  of  its  Board  of  Direc- 
tors, by  the  vote  of  at  least  two-thirds  of  the  members  thereof,  of  which 
resolution  the  following  is  a  true  copy: 

"Resolved,    that   the   location    of    the   principal    office    of   this   Company 

within  the  State  of  Mew  Jersey,  which  office  is  now  at  No , 

Jersey  City,  Hudson  County,  New  Jersey,  be  changed  and  removed  there- 
from, and  that  hereafter  the  principal  office  of  this  Company  within  tho 

State  of  New  Jersey  be  at  No ,   Street,  in  the  City  of 

,  County  of  Hudson,  and  that   of  said  City  of 

,  be  antl  he  hereby  is  designated  and  appointed   (all  previous 

designations  therefor  being  hereby  annulled)  as  the  agent  of  this  cor- 
poration in  said  principal  office  in  said  City  of ,  and  in  charge 

thereof,  upon  whom  process  against  this  corporation  may  be  served  within 
the  State  of  New  Jersey." 

In  Attestation  Whereof,  said  The Company  has  caused  this 

certificate  to  be  signed  by  its  President  and   Secretary,  and  its  corporate 

seal  to  be  hereto  affixed  the day  of ,  19.  . .  . 

For  the  Company,  

[CoKPOEATE  Seal] 

President. 


Secretary. 

Form  144. 

CERTIFICATE  OF  DISSOLUTION  BY  UNANIMOUS  CON- 
SENT OF  ALL  STOCKHOLDERS 

of  the Company. 

The  location  of  the  principal  office  of  said   Company 

in  the  State  of  New  Jersey  is  at  No , Street,  in  the  City 

of    ,  County  of  Hudson. 

The  name  of  the  agent  therein  and  in  charge  thereof  upon  whom  process 
against   this   corporation   may   be   served   is    

We,  the  subscribers,  being  all  of  the  stockholders  of  the    , 

a  corporation  of  the  State  of  New  Jersey,  deeming  it  advisable  and  most 
for  the  benefit  of  said  corporation  that  the  same  should  be  forthwith  dis- 
solved, do  hereby  give  our  consent  to  the  dissolution  thereof  as  provided 
by  "An  Act  Concerning  Corporations  (Revision  of  1896),"  and  do  sign 
this  consent,  to  the  end  that  it  may  bo  filed  in  the  office  of  the  Secretary 
of  State  of  the  State  of  New  Jersey. 

Witness  our  hands  this day  of   ,  A.  D.  19.... 


198       CORPORATION  FORMS  AND  PRECEDENTS. 
Name  of  Stockholders.  No.  of  Shares  Held. 


STATE   OF    J 

^  ss  * 
County    of    ( 

,    the    Secretary   of   the   above    named    corporation,   the 

Company,  a  corporation  organized  under  the  laws  of 

New  Jersey  on  his  oath  says  that  the  foregoing  consent  to  the  dissolution 
of  said  corporation  has  been  signed  by  every  stockholder  of  said  cor- 
poration.   

Subscribed  and  sworn  to  before  me  this   day  of   A.  D. 

19 

Form  144a. 
AFFIDAVIT  OF  PUBLICATION. 

The  location  of  the  principal  office  in  this  state  is  at  No 

street,  in  the   of   ,  county  of   

The  name  of  the  agent  therein  and  in  charge  thereof,  upon  whom  process 
against  this  corporation  may  be  served,  is 

STATE    OF    ,1 

County  of  ....". j  ^^  = 

,  the  secretary  of  the company,  being  duly 

Bworn,  on  his  oath  says,  that  the  board  of  directors  of  the  said  company 

have  caused  the  certificate  of  dissolution  of  the   company,  a 

copy  whereof  is  hereto  annexed,  issued  by  the   secretary  of  state   of  the 

state  of  New  Jersey,   dated  the   day  of   , 

19.  .  .  .,  to  be  published  in  the   ,  a  newspaper  published  at 

the    of    and    circulated   in   the 

county  of ,  being  the  county  in  -which  said  company  has 

been   located   and   conducting   its   business,   for   the   period   of   four  weeks 

successively,  at  least  once  in  each  week,  commencing  on  the   

day  of   ,  19.  ... ,  as  required  by  section  thirty-one  of  an 

act  entitled  "An  Act  concerning  corporations  (Revision  of  1896),"  ap- 
proved  April  twenty-first,   one  thousand   eight  hundred   and  ninety-sjx. 


Sworn  and  subscribed  to  before  me  this   day  of 

A.  D.   19.... 


STATE   OF   NEW  JERSEY, | 

County    of    ij 

,   «f   lawful   age,   being   duly   sworn   according  to   law, 

doth  depose  and  say  that  he  is of a  newspaper 

printed   and   published   in   the    of    ,   county   of 

,  state  of  New  Jersey,  and  that  the  notice,  of  which  the  an- 
nexed printed  slip  is  a  true  copy,  has  been  published  in  said  newspaper, 
successively,  once  in  each  week,  for  the  period  of  four  weeks,  commencing 
on  the  day  of  ,  19 


STATE   FOKMS.  199 

Sworu  aud  subscribed  before  me  the day  of , 

19.... 

[Auuex   fopy   of   uotieo   as  published.] 

Form  144b. 

LIST  OF  OFFICERS  AND  DIRECTORS  OF  THE  COMPANY 
AT  TIME  OF  DISSOLUTION. 

As  required  by  "Au  Act  Concerniug  (Jorporations  (Revision  of  1896)," 
the  Board  of  Directors  of  the  ,  a  New  Jersey  cor- 
poration, hereby  make  and  render  the  following  statement,  to  be  filed 
in  the  office  of  the  Secretary  of  State  of  the  State  of  New  Jersey,  upon 
the  dissolution  of  said  corporation. 

The   location    of   the   principal   office    of   said    Company 

in  the  State  of  New  Jersey  is  No ,   Street,  in  the  City 

of    ,  County  of   

The  name  of  the  agent  therein  and  in  charge  thereof  and  upon  whom 
process    against    this   corporation    may    be    served,    is    the    

The  following  is  a  list  of  the  names  and  residences  of  the  Directors  and 

Officers  of  said  Company :    

Dated    ,    »  19 

The  foregoing  statement  is  correct  and  true. 

Attest : 


Secretary. 
[Corporate  Seal]  President. 


See  generally  as  to  the  voluntary  dissolution  of  corporations,  Cook 
on  Corporations,  §§628-642;  Clark  &  M.,  Corp.,  §§302-.334.  See  also 
Wm.  B.  Riker  &  Son  Co.  v.  United  Drug  Co.,  78  N.  J.  Eq.  319. 

Form  145. 
CERTIFICATE  OF  CHANGE. 

of  the   Company. 

The  location  of  the  principal  office  in  this  state  is  at  No , 

street,  in  the of ,  county  of 

The  name  of  the  agent  therein  and  in  charge  thereof,  upon  whom  process 
against  this  corporation  may  be  served,  is  

EESOLUTION  OF  DIRECTOES. 

The  Board  of  Directors  of  the  Company,  a  cor- 
poration of  New  Jersey,  on  this day  of  ,  A.  D.  19 

do  hereby  resolve  and  declare  that  it  is  advisable  that    ,  and 

do  hereby  call  a  meeting  of  the  stockholders  to  be  held  at  the  company's 

office,  in  the   city  of    on   the    day  of    , 

19. . ,  .J  at  M.,  to  take  action  upon  the  above  resolution. 


200      CORPORATION  FORMS  AND  PRECEDENTS. 

CEKTIFICATE  OF  CHANGE. 

The    Company,   a   corporation   of   New  Jersey,   doth 

hereby  certify  that  it  has ,  said having  been 

declared  by  resolution  of  the  board  of  directors  of  said  corporation  (above 
recited)  to  be  advisable,  and  having  been  duly  and  regularly  assented  to 
by  the  vote  of  two-thirds  in  interest  of  each  class  of  stockholders  having 
voting  powers,  at  a  meeting  duly  called  by  the  board  of  directors  for  that 
purpose;  and  the  written  assent  of  said  stockholders  is  hereto  appended. 

In  Witness  Whereof,  said  corporation  has  caused  this  certificate  to  be 
signed  by  its  president  and  secretary,  and  its  corporate  seal  to  be  hereto 
affixed  the day  of ,  A.  D.  19 

[L.  S.] 


President. 

Secretary. 

STATE   OF    

County    of    

Be  it  remembered,  that  on  this day  of ,  A.  D.  191. 

before  me,  the  subscriber,  a ,  personally  appeared Secretary 

of  the Company,  the  corporation  mentioned  in  and  which  exe- 
cuted the  foregoing  certificate,  who,  being  by  me  duly  sworn,  on  his  oath 
says  he  is  such  secretary,  and  that  the  seal  affixed  to  said  certificate  is  the 
corporate   seal   of   said   corporation,    the   same   being   well   known   to   him; 

that is  i>resident  of  said  coriJoration,  and  signed  said  certificate 

and  affixed  said  seal  thereto,  and  delivered  said  certificate  by  authority  of 
the  board  of  directors  and  with  the  assent  of  at  least  two-thirds  in  inter- 
est of  each  class  of  the  stockholders  of  said  corporation  having  voting 
powers  as  and  for  his  voluntary  act  and  deed,  and  the  voluntary  act  and 
deed  of  said  corporation,  in  presence  of  deponent,  who  thereupon  subscribed 
his  name  thereto  as  witness. 

And  he  further  says  that  the  assent  hereto  appended  is  signed  by  at  least 
two-thirds  in  interest  of  each  class  of  stockholders  of  said  corporation 
having  voting  powers,  either  in  person  or  by  their  several  duly  constituted 
attorneys  in  fact,  thereunto  duly  authorized  in  writing. 


STOCKHOLDEBS '  ASSENT   TO  CHANGE. 
We,  the  subscribers,  being  at  least  two-thirds  in  interest  of  each  class 

of  the   stockholders   of  the    Company  having  voting  powers, 

having,  at  a  meeting  regularly   called  for  the  purpose,  voted  in  favor  of 

,  do  now,  pursuant  to  the  statute,  hereby  give  our  written  assent 

to  said   change. 

Witness  our  hands  this day  of ,  A.  D.  191.  . 

Stockholders.  No.  of  Shares. 


See    generally    a^    to    amendments    to    charters,    Cook    on    Corporations, 
f§  492-503. 


STATP]   FORMS  201 

Form  146. 
ANNUAL  REPORT  BY  A  DOMESTIC  CORPORATION. 

The   C'oaniaiiy. 

Organized  and  Registered  under  tho  Laws  of  the  State  of  iSew  Jersey. 

The  corporation  above  named,  organized  and  registered  under  the  LawB 
of  the  State  of  New  Jersey,  does  hereby  make  the  following  report  in  com- 
pliance with  the  provisions  of  an  act  of  the  Legislature  of  New  Jersey, 
entitled  "An  Act  Concerning  Corporations  (Revision  of  1896),"  and  the 
various  acts  amendatory  thereof  and  supplemental  thereto. 

First.     The    name    of    the    corporation    is     

Second.     The  location  of  the  registered  oflSce  is  at  No Street, 

and   is  the  agent  upon  whom  process  may  be  served. 

Third.     The    character    of    the    business    is     

Fourth.     The  amount  of  the  authorized  capital  stock  is   

The  amount  actually  issued  and  outstanding  is  $ 

Fifth.  The  names  and  addresses  of  all  the  directors  and  officers,  and  the 
term  when  the  office  of  each  expires,  are  as  follows: 

Names  of  Directors.  Address.  Expiration  of  Term. 


Officers : 

President,    

Vice  President, 

2d  Vice  President, 

Treasurer,    

Secretary,    

Sixth.     The    next    annual    meeting    of    the    stockholders    for    election    of 
directors  is  appointed  to  be  held  on   

Seventh.     The  name  of  the  corporation  has  been  at  all  times  displayed 
at  the  entrance  of  its  registered  office  in  this  State,  and  the  corporation 

has kept  at  its  registered  office  in  this  State  a  transfer-book,  in 

which  the  transfers  of  stock  are  made,  and  a  stock-book,  containing  the 
names  and  addresses  of  the  stockholders  and  the  number  of  shares  held 
by  them  respectively,  open  at  all  times  to  the  examination  of  the  stock- 
holders as  required  by  law. 

"Witness  our  hands  the   day  of   ,  A.  D.   191 .  . 


President. 
Secretary. 

Form  147. 
STATEMENT  BY  FOREIGN  CORPORATION. 

Tlio  Company. 

In   accordance   with   the   provisions   of  an   act   of  the   legislature   of  the 
State  of  New  Jersey,  entitled  "An  Act  Concerning  Corporations   (Revision 

of   1896),''   the    Comjiany,   a  corporation   of   the   state   of 

does  hereby  certify  and  set  forth : 


202   CORPORATION  FORMS  AND  PRECEDENTS. 

First.  That  the  paper  hereto  attached  is  a  true  and  correct  copy  of  its 
charter  or  certificate  of  organization  filed  '  with  the  secretar;^  of  state  of 
the  state  of ,  which  copy  is  attested  by  our  president  and  secre- 
tary under  our  corporate  seal. 

Second.  The  total  amount  of  capital  stock  said  company  is  authorized 
to  issue  is  $ and  the  amount  actually  issued  is  $ 

Third.  The  character  of  business  which  said  corporation  is  to  transact 
in  this  state  is  the   

Fourth.     The  place  within  the  State  of  New  Jersey  which  now  is  and 

is  to  be  its  principal  place  of  business  is  No ,   

street,  in  the  city  of 

Fifth of  full  age,  an  actual   resident   of   this  state, 

whose  abode  is  at  Number   ,    street,    ,  in 

the  state  of  New  Jersey,  is  the  agent  of  said  corporation  in  this  state,  upon 
which  agent,  process  against  such  corporation  may  be  served  in  this 
state;  said  agent's  office  is  at  the  said  principal  place  of  business  of  said 
corporation  in  the  state  of  New  Jersey. 

In  Testimony  Whereof,  the  said  corporation  hath  caused  its  corporate 
seal  to  be  hereto  affixed,  and  these  presents  to  be  signed  by  its  president 

and  attested  by  its  secretary,  the   day  of    ,  A.  D. 

19 

The Company, 

By ,  President. 

Attest : 


Secretary. 

Form  148. 
ANNUAL  REPORT  BY  A  FOREIGN   CORPORATION. 

The Company, 

Organized  under  the  Laws  of  the  State  of 

The  corporation  above  named,  organized  under  the  laws  of  the  state  of 

,  does  hereby  make  the  following  report  in  compliance  with 

the  provisions  of  an  act  of  the  legislature  of  New  Jersey,  entitled  ' '  An 
Act  Concerning  Corporations  (Revision  of  1896),"  and  the  various  acts 
amendatory  thereof  and  supplemental  thereto: 

First.     The    name    of    the    corporation    is 

Second.     The  location  of  the  registered  office  is  at  No ,  

Street, ,  and is  the  agent  upon  whom  process 

may  be  served. 

Third.     The    character    of    the    business    is     

Fourth.     The  amount  of  the  authorized  capital  stock  is  $ The 

amount  actually  issued   and  outstanding  is  $ 

Fifth.  The  names  and  addresses  of  all  the  directors  and  officers,  and 
the  term  when  the  office  of  each  expires,  are  as  follows: 

Names  of  Directors.  Address.  Expiration  0|f  Term. 


STATE  FORMS.  203 

OflBcers. 

President,    

Vice  Presiilent, 

2d  Vice  President, 

Treasurer,   

Secretary,    

Sixth.     The    next    annual    meetinfj    of    the    stoikhnldcrs    for    election    of 
directors  is  appointed  to  be  held  on 

Witness  our  hands  the day  of  ,  A.  n.  191 .  . 


President. 
Secretary. 


See  generally  Cook  on  Corporations,  §§696-700;  Clark  &  M.,  Corp., 
§§  834-865.  See  also  Central  Consumers'  Wine  &  Liquor  Assoc,  v.  Mad- 
den, 68  Atl.  (N.  J.  Eq.)  777;  Falaenau  v.  Keliance  Steel  Foundry  Co., 
74  N.  J.  Eq.  3l'o;  Texas  Co.  v.  Dickinson,  79  N.  J.  L.  292. 

Form  149.  ^  ^ 

ANNUAL  REPORT  TO   STATE   BOARD   OF  ASSESSORS. 

Report   of   the    


.,  President.       Date  of  incorporation   

Treasurer.       Principal   office   in   New  Jersey — 

,    Secretary.  City  or  Town,   

Street  and  jMumber,   

Name  of  Agent  in  charge   


OFFICE  STATE  BOAED  OF  ASSESSOES. 

Trenton,  New  Jersey. 

This  report  must  show  existing  conditions  January  1st,  19 ,  all  of 

the  following  questions  must  be  answered,  and  wherever  the  proper  answer 
is  ' '  none "  or  "  nothing, ' '  it  should  be  so.  stated.  Failure  to  make  this 
report  will  cause  the  assessment  to  be  made  on  the  full  authorized  capital 
stock. 

1.  What  is  the  amount  of  your  capital  stock  authorized?  $ 

2.  Into   how  many   shares   is   it   divided  ?  

3.  How   many   shares   are   fully  i>aid,   cither   in  cash  or  by 
property   purchased?  

4.  How  many  shares  are  partially   paid?  

5.  What  is  the  amount  of  your  capital  stock  issued?  $ 

6.  What  is  the  nature  of  the  business  of  your  corporation?   

7.  Is  your  corporation  engaged  in  manufacturing  or  mining? 

8.  If  so,  state  where,  A.  In   New  Jersey?  

City  or  Town,  

Street  and  number,  

B.  If  in  other  places,  state  where, 

City   or   Town,  

Street  and  number,  


204        CO  RPOR ATION  FORMS  AND  PRECEDENTS. 

9.  "WTiat  is  the  total  amount  of  your  capital  stock  invested 

in  manufacturing  or  mining?  $ 

10.  What  is  the  amount  of  j'our  capital  stock  actually  em- 
ployed in  manufacturing  or  mining  in  New  Jersey?  $ 

11.  "What  is  the  local  assessed  valuation   for   191..    of  your 
corporation 's  real  and  personal  estate  used  in  manufacturing 

or  mining  in  Xew  Jersey?  Eeal  Estate,         $ 

Personal,  $ 

I,  the  undersigned,   do  hereby  certify  as    

(President  or  Treasurer)  of  the   Company,  that  the  fore-j;u 

ing  return  is  correct  and  true. 

•• [L.  S.] 

Address 

Witness. 


Form  149a. 

STATEMENT  BY  CORPORATIONS  ISSUING  CAPITAL 
STOCK  FOR  PROPERTY  PURCHASED. 

The  location  of  the  principal  office  in  the  State,  is  at  No 

street,   in   the    of    ,   county   of 


The  name  of  the  agent  therein  and  in  charge  thereof,  upon  whom  process 
against  the  corporation  may  be  served,  is 

In  accordance  with  the  provisions  of  ' '  An   Act   concerning   corporations 
(Eevision  of  1896),"  the  undersigned,  being  a  majority  of  the   directors 

of    the    company,    a    corporation    organized 

under    the    laws    of    the    State    of    New    Jersey,    do    hereby    certify,    that 

shares  of  the   capital  stock,  and 

shares   of   the    capital   stocl:    of 

this  corporation  of  the  par  value  of   each,  have  teen 

issued  for  the  following  described  property,    (or  for    shares 

of    capital  stock  of  the    ,   a  cor- 
poration of  the  State  of    ) . 

And  wc  do  further  certify,  that  said  property  is  cognate  in  character  and 

use  to  the  property  used  or  contemplated  to  be  used  by  the 

in   the   direct    conduct   of    its   own   proper   business,   and   that   the   amount 
actually  paid  therefor  is  as  follows: 

(Description  of  property  purchased  and  amount  paid  therefor.) 

Description  of  capital  stock  purchased  and   amount   paid   therefor. 

Witness  our  hands,  this day  of A.  D.  191 . . 

1 


Directors. 


(See  Laws  New  Jersey,  1913,  Chapter  15.) 


STATE  FORMS.  SOo 

NEW  MEXICO. 

Form  150. 
ARTICLES  OF  INCORPORATION 

of  the Company. 

We,  the  undersigned^  hereby  associate  ourselves  together  for  the  pur- 
pose of  forming  a  corporation  under  the  laws  of  the  State  of  New 
Mexico,  United  States  of  America,  and  hereby  certify: 

I.  The    name    of   this    corporation    shall    be    

II.  The  location  of  the  principal  office  of  the  corporation  in  the  State 

of  New   Mexico  shall  be   No ,    St.,  in   the  City  of 

,  County  of   ,  and  State  of  New  Mexico. 

III.  The  objects  for  which  this  corporation  is  formed   are    

IV.  The  amount  of  the  total  authorized  capital  stock  of  this  cor- 
poration shall  be dollars  ($....),  divided  into 

Bhares  of  the  par  value  of    dollars    ($ )   each. 

The  amount  of  capital  stock  with  which  this  corporation  shall  com- 
mence   business   is    dollars    ($....),    divided   into    

shares  of  the  par  value  of   dollars    ($....)    each. 

V.  The  full  names  and  postoffiee  addresses  of  the  incorporators  and 
the  number  of  shares  of  this  corporation  subscribed  for  by  each  respectively, 
are  as  follows: 

Names  of  Incorporators.         Postoffice  Address.  Number  of  Shares. 


VI.     The  term  of  existence  of  this  corporation  shall  be    years 

from  the  date  hereof. 

In  Witness  Whereof  we  have  hereunto  set  our  hands  and  seals  this 

day  of ,  A.  D.  19.... 

In  the  presence  of 

[Seal] 

[Seal] 

[Seal] 

STATE   OF    ) 

'  ss: 
County    of    \ 

I,     ,    a    notary    public    in    and    for    the    state    and    county 

aforesaid,    do    hereby    certify    that    on    this    day   of    , 

A.  D.  19....,  before  me  personally  appeared  to  me  per- 
sonally known,  and  known  to  me  to  be  the  same  persons  described  in  and 
who  executed  the  foregoing  instrument  and  severally  acknowledged  to  me 
that   they   had   signed   and   executed   the   same. 

Witness  my  hand  and  official  seal  at  said  county  the  day  and  year  last 
above  written. 


Notary   Public. 

County. 

See  generally  notes  to  Forms  1,  5,  8  and  11,  supra. 


20G        CORPORATION  FORMS  AND  PRECEDENTS. 

Form  151. 
CERTIFICATE  AS  TO  THE  PAYMENT  OF  CAPITAL  STOCK 

of     

The  location  of  the  principal   office  in  New  Mexico  is   

and  the  name  of  the  agent  in  charge  thereof  and  upon  whom  process 
against   this   corporation   may   be   served,   is    

In  accord^ce  with  the  provisions  of  ' '  An  Act  to  regulate  the  formation 
and  government  of  corporations  for  mining,  manufacturing,  industrial  and 

other  pursuits,"      (Ch.   79,  Laws  of   1905),  we,    ,  President, 

and ,  Secretary,  or  Treasurer,  of ,  a  corporation 

existing  under  the  laws  of  the  State  of  New  Mexico,  do  hereby  certify  that 

dollars,  being  the  (amount  of  capital  stock  with  which  said 

company  commenced  business,  or  total  amount  of  capital  stock  of  said 
company),  as  authorized  by   its  certificate  of  incorporation  has  been  fully 

paid   in ;    dollars  thereof   by   the   purchase   of   property, 

and    dollars   iu   cash. 

The  amount  of  capital  stock  of  this  corporation  paid  in  and  reported 
'to  the  State  Corporation  Commission  of  New  Mexico  previous  to  the  date 
of  this  report   (if  any)  is  $ 


President. 
Secretary  or  Treasurer. 


STATE  OF  NEW  MEXICO,      ) 

^  ss  * 
County  of j 

,   President,   and    ,   Secretary   or   Treasurer, 

of ,  being  each  d  dy  sworn,  on  their  respective  oaths,  depose 

and  say  that  the  foregoing  certificate  by  them  signed  is  true. 

Subscribed  and  sworn  to  before  me,  this day  of ,  19.  .  .  . 


Notary  Public. 

(The  fee  for-  filing  this  document  in  the  office  of  the  Secretary  of  New 
Mexico   is   $5.00.) 

See  generally  notes  to  Form  8,  siipra.  See  also  as  to  payment  for 
stock  in  property,  Cook  on  Corporations,  §§  18-24,  4.3-50,  426,  706;  Clark 
&   M.,   Corp.,    §§380-402. 

Form  152. 
STATEMENT  OF  FOREIGN  CORPORATION. 

STATEMENT   OF   THE 

This  association   duly  incorporated  under  the  laws  of  the    , 

and  desiring  to  transact  business  in  the  State  of  New  Mexico,  makes  the 
following  statement : 

The  name  of  the  organization    is :      

The  location  of  its  registered  office  In  New  Mexico  is   , 

and  the  name  of  the  agent  in  charge  of  such  office  u^ion  whom  process 
against   tho  corporation   may  be  served   is :    o 


STATE  FORMS.  207 

Tho    amount    of    authorized    capital    stock    is:     

The  amount   of  capital   actually   issued   and   outstanding  is:    

Tho  ch;irac'ter  of  business  to  be  transacted  in  New  Mexii:o  is:    

Tho  names  and   addresses  of  all  the  directors  and  officers  and  the  date 
of  exj)iration  of  their  term  of  office  are: 

Expiration  of 
Name.  Office.  Address.  term  of  office. 


The  date  appointed  for  the  next  annual  meeting  of  stockholders  is 
,   19....,  appointed  as  follows:    

In    Witness    Whereof,    the    said    has    caused 

its  name  to  be  hereunto  subscribed  and  its  corporate  seal  to  be  hereto 
affixed,  and  these  presents  to  be  executed  by  its  President  and  Secretary, 
this   day  of   ,  A.  D.  19 

[Corporate  Seal] 

Attest :  By 


Secretary.  President. 

See  generally  Cook  on  Corporations,  §§696-700;  Clark  &  M.,  Corp., 
§§    834-865.      See   also    Goode   v.    Colorado   Ins.   Loan   Co.,   16   N.    M.   461. 

Form  153. 
STATEMENT   OF  SUSPENSION   OF   BUSINESS 

of       

This  is  to  Certify,   That    ,  a  corporation  organized  under 

the  laws  of   the    of    ,   is  no   longer   engaged   in   active 

business  in  the  State  of  New  Mexico,  and  this  statement  of  such  sus- 
pension of  business  is  executed  and  filed  in  accordance  with  Section  48, 
Chapter   79,   of  the  Laws   of   1905,   of  the  Territory  of   New  Mexico. 

Wherefore,  wo  hereby  direct  that  the  name  of  the  aforesaid  company 
be  stricken  from  the  list  of  live  corporations  in  the  State  of  New  Mexico, 
but  such  action  shall  not  be  construed  in  any  sense  as  a  formal  dissolu- 
tion of  such  corporation,  nor  shall  such  corporation  be  relieved  hereby 
from  any  outstanding  obligation. 

The  location  of  the  registered  office  of  such  corporation  in  the  State  of 

New  Mexico  is  at   ,   (Here  give  town  or  city  including  street 

and  number,  if  street   and  number  there  be)    and  the  name  of  the  agent 

upon  whom  process  against  the  corporation  may  be  served  is , 

who    is   an    actual   resident   of   the   State,   and   whose   postoffice   address   is 


In   Witness  Whereof,   We   have   hereunto   set   our  hands   and   affixed  the 
seal   of   the   said  corporation,   for   the  uses   and  purposes  above  set   forth, 

this    day  of    ,   A.   D.   19 

(To  be  signed  by  any  two  Officers, 

Directors   or   Stockholders.) 


(Note.     Any    corporation    in    this    class    may    be    fully    revived    by    the 


208   CORPORATION  FORMS  AND  PRECEDENTS. 

resumption  of  active  business  and  the  filing  of  the  annual  report  contem- 
plated by  the  provisions  of  Section  48,  Chapter  79,  Laws  of  1905.  The 
fee  for  filing  this  statement  in  the  office  of  the  State  Corporation  Commission 
of  New  Mexico  is  One  Dollar.) 

Form  154. 

CERTIFICATE  OF  CHANGE  OF  AGENT  OF  FOREIGN 
CORPORATION. 

,  a  corporation  organized  under  the  laws  of  the 

state   of    and   authorized    to   transact   business    in   the    State 

of   New  Mexico,   and  having   its   principal   office  in   New   Mexico   at   Room 

No , Building,  No , Street,  in  the  town 

or  city  of ,  and  whose  former  New  Mexico  agent  was , 

residing  at ,  hereby  certifies: 

That  from  and  after  this  date  Mr ,  residing  at , 

State  of  New  Mexico,  shall  be  the  duly  authorized  agent  of  said  cor- 
poration upon  whom  process  may  be  served ; 

And  that   its   principal   office   in   New   Mexico   is   changed   to   Room    No. 

,    Building,    Street,  city  or  town   of 

,   State  of  New  Mexico. 

(If  principal  office  is  not  changed,  cross  out  last   paragraph.) 

(If  appointment  of  agent  is  made  by  resolution  of  Board  of  Directors, 
here  insert  or  attach  copy  of  such  resolution.) 

In  Witness  Whereof,  the  said   has  caused  its  name  to 

be   hereunto   subscribed   and    its   corporate   seal    to    be   hereto    affixed,   and 

these  presents  to  be  executed  by  its  President  and  Secretary,  this   

day  of    ,  A.  D.   19 


[Corporate  Seal] 
Attest :  By 


Secretary  President. 

See  as  to  service  of   process  on   foreign   corporations,   Cook   on   Corpora 
tions,  §758;  Claik  &  M.,  Corp.,  §861. 


Form  155. 

ANNUAL  REPORT  TO  THE  STATE  CORPORATION 
COMMISSION  OF  NEW  MEXICO. 

The  Corporation  herein  named,  organized  under  the  laws  of 

does  hereby  make  the  following  report  in  com- 

( State  or  Territoiy) 

pliance  with  the  provisions  of  Sec.  48,  Chap.  79,  Laws  of  1905,  entitled 
' '  An  Act  to  Regulate  the  Formation  and  Government  of  Corporations  for 
Mining,   Manufacturing,   Industrial  and  other  Pursuits." 

1.  The  name  of  this  Corporation  is 

2.  The  location   (town  or  city,  street  and  number,  if  street  and  number 
there  be)  of  its  registered  office  in  New  Mexico  is:   , 


STATE  FORMS.  209 

and  the  name   of  the   agent    in   charge  of  such   oflSce   upon   whom   process 
against  the  Corporation  may  be  served  is:    

3.  The  character  of  its  business  is:    and 

as  otherwise  specified  in  its  Certificate  of  Incorporation. 

4.  (a)   The  amount  of  its  authorized  capital  stock  is  $ 

(b)   The  amount  actually  issued  and  outstanding  is  $ 

5.  The  name  and  address  of  each  Director  and  OfTicor  of  the  Corporation 
and  the  time  when  the  term  of  office  of  each  exj)ires  is: 

Name:  Officer:  Address:  Term  Expires: 


6.     The  date  appointed  for  the  next   annual  meeting  of  the  stockholders 

for  the  election  of  Directors  is    and  the  manner  in 

which  the  date  for  such  meeting  is  appointed  is  *   

•  Usually  as  provided  for  by  the  By-laws. 

To  be  signed  by  the  j)resident  and  one  other    | 

Officer  or  any  two  Directors.  ( 

Note — All  Domestic  Corporations  are  required  to  have  not  le^s  than 
three  Directors,  one  of  whom  shall  be  an  actual  resident  of  New  Mexico. 
(Sec.   11.) 

All  Directors  of  Domestic  Corporations  must  be  Stockholders  of  such 
Corporations.      (Sec.    44.) 

Every  Domestic  Corporation  must  have  a  President,  Secretary  and 
Treasurer,  and  the  President  must  also  be  a  Director.      CSec.   12.) 

Whenever  a  Foreign  Corporation  changes  its  statutory  Agent,  for  any 
reason,  formal  appointment  of  the  new  Agent  is  required  to  be  filed  in 
the  office  of  the  State  Corporation  Commission.  (Sec.  104,  Chap.  79,  Laws 
of  1905,  as  amended  by  Sec.  6,  Article  XT  of  State  Constitution.) 

Blanks  for  such  appointment  will  be  furnished  u^ion  application. 


210        CORPORATION  FORMS  AND  PRECEDENTS. 

NEW  YORK. 

Form  156, 

CERTIFICATE  OF  INCORrORATION 

of     

STATE  OF  NEW  YORK,        |  ^g. 
County  of j  " 

We,  the  undersigned,   ,  all  being  of  full  age,  and  i 

of  us  being  cltiieus  of  the  United  States  and  at  least 

of  us  being    residents    of  the  2 

State  of  New  York,  to  wit :    for  the  purpose  of   forming  a 

business  Stock  Corporation  pursuant  to  and  in  conformity  with  the  Laws  of 
the  State  of  New  York,  do  hereby  make,  sign,  acknowledge,  certify  and  set 
forth  as  follows: 

First — That  the  name  of  the  proposed  corporation  is  3 

Second — That   the  purposes   for  which   said  corporation  is  to  be  formed 
are  * 

Third — That  the  amount  of  the  Capital  Stock  of  the  said  corporation   is 
Dollars  ($ ),  all  of  which  shall  consist  of  Common  Stock  s 


Fourth — That   the  number  of   shares  of   which   said   Capital   Stock   shall 

consist  is ,  each  of  which  is  « Dollars, 

and  the  amount  of  capital  with  which  saici  corporation  will  begin  business 
is  Dollars. 7 

Fifth — That  the  principal  office  is  to  be  located  in  the  « 

of   ,  County  of   ,  and  State  of  New  York. 

Sixth — That  the  duration  of  said  corjiuration  is  to  be  '•'    

years. 

Seventh — That  the  number  of  Directors  of  the  said  corporation  is 10 

1 — ' '  Two-thirds  "  or  "  all, ' '  as  the  ease  may  be. 

2 — One  must  be  a  resident  of  New  York  State. 

3 — As  the  name  must  not  conflict  with  that  of  any  other  domestic  cor- 
poration, or  any  foreign  corporation  authori5:ed  to  do  l)usiness  in  New  York, 
nor  contain  the  word  ' '  trust,  "  "  bank,  "  "  banking,  "  "  insurance,  "  "as- 
surance,' '  "indemnity,"  "guarantee,"  "guaranty,"  "title,"  "savings," 
"investment,"  "loan,"  or  "benefit,"  it  is  customary  (if  time  permits) 
to  ascertain  from  the  office  of  the  Secretary  of  State  whether  the  con- 
templated name  is  adoptable.  See  General  Corporation  Law,  S  6,  as  amended 
by  Laws  1911,  Ch.  ();!8,  and  Laws  1912,  Ch.  2.  The  name  is  required  to  be 
in  the  English  language. 

4 — Be  careful  not  to  insert  any  power  allowing  the  Company  to  do  busi- 
ness provided  for  by  the  railroad,  transportation,  banking  or  insurance  law; 
certificates  are  frequently  returned  because  of  this  violation.  Collection 
agencies  or  corporations  engaging  attorneys  for  others  should"  see  Laws 
1909,  Chap.  484,  amending  §  2,  Bus.  Corp.  Law. 

5 — If  any  portion  of  the  stock  is  to  be  preferred,  the  preference  should 
be  stated. 

fi— Not  less  than  $5  nor  more  than  $100.  See  Laws  1912,  Ch.  351,  for  pro- 
vision as  to  shares  of  capital  stock  without  nominal  or  par  value. 

7— Not  to  be  less  than  .$500. 

8 — If  in  New  York  City,  the  borough  must  be  named. 

9 — Any  number  of  years  may  be  inserted. 

10 — Not  less  than  three. 


STATE  FORMS.  211 

Eighth — That    the   names   and   postoffico    addresses   of   the   Direftors   for 
the  first  year  are  as  follows:  n 

Names.  Postofficc  Addresses. 


Ninth — That  the  names  and  postofTice  addresses  of  the  subscribers  of 
this  certificate  and  the  number  of  shares  of  stock  which  each  agrees  to  take 
in  said  eorjioratiou  are  as  follows: 

Names.  PostofTice  Addresses.  No.  of  Shares. 


Tenth— 12 

In  Witness  Whereof,  we  have  made,  signoil,  sealed  and  executed  this  cer- 
tificate'-''  the day  of ,  in  tlie  year  one  thousand 


[Seal] 
[SealI 
[Se^vlJ 


STATE  OF  NEW  YOEK,        | 
County  of )  ^^• 

On  this day  of in  the  year  one  thousand  nine  hundred  and 

,  personally  came ,  to  me  known  and  known  to  me  to  be 

the  persons  described  in  and  who  made,  sij^ned  and  executed  the  foregoing 
Certificate  of  Incorporation  and  they  severally  before  me,  acknowledged  that 
they  had  made,  signed,  sealed  and  executed  the  same. 


See  notes  to  Forms  1,  5,  S  and  11,  supra.  See  generally  as  to  preferreil 
stock,  Cook  on  Corporations,  SS  267-278;  (Hark  &  M.,  Corp.,  §§413-421.  See 
also  In  re  George  Eingler  &  Co.,  127  N.  Y.  Supp.  938;  Stevens  v.  Episcopal 
Church  History  Co.,  140  N.  Y.  App.  Div.  570. 

Form  157. 

CERTIFICATE  OF  INCORPORATION  OF  HART, 

SCHAFFNER  &  MARX. 

We,  the  undersigned,  all  being  persons  of  full  age,  and  at  least  two- 
thirds  (2/3)   being  citizens  of  the  United  States,  and  at  least  one  of  us  a 

11 — The  directors  must  be  stockholders,  unless  this  certificate  or  a  by-law 
adopted  at  a  stockholders'  meeting,  piovides  otherwise.  At  least  one  di- 
rector must  be  a  resident  of  New  York  State. 

12 — Provisions  may  be  inserted  here  to  hold  stock  of  other  companies, 
(§52,  Stock  Corp.  Law),  or  for  cunuilative  voting  (§24,  Gen '1  Corp.  Law) 
or  that  directors  need  not  be  stockholders  (§  25,  Stock  Corp.  Law),  plac- 
ing directors  in  classes  (§20,  Stock  Corp.  Law),  making  different  classes 
of  preferred  stock  (§61,  Stock  Corp.  Law),  or  limiting  the  voting  power 
(§23,  Gen'l  Corp.  Law),  partly  paid  stock  (§60  Stock  Corp.  Law),  and 
the  Certificate  of  Incorporation  may  contain  any  other  provision  for  the 
regulation  of  the  business  and  the  conduct  of  the  affairs  of  the  corporation, 
and  any  limitations  upon  its  powers  and  upon  the  powers  of  its  directors 
and  stockholders  which  does  not  exempt  them  from  any  obligation  or  from 
the  jterformance  of  any  duty  imposed  by  law.  [f  the  meetings,  of  the 
Board  of  Directors,  are  to  1  e  held  only  within  the  State  of  Now  York,  tha 
certificate  or  bylaws  must  so  jirovide  — (§-,  Bus.  Corp.  Law.) 

13 — In  duplicate  or  triplicate. 


212   CORPORATION  FORMS  AND  PRECEDENTS. 

resident  of  the  State  of  New  York,  desiring  to  form  a  stock  corporation 
pursuant  to  the  provisions  of  the  Business  Corporation  Law  of  the  State  of 
New  York,  do  hereby  make,  sign,  acknowledge  and  file  this  certificate  for 
that  purpose,  as  follows: 

First.     The  name  of  the  proposed  corporation  is  Hart,  Schaffner  &  Marx. 

Second.     The  purposes  for  which  it  is  to  be  formed  are  as  follows: 

(a)  To  manufacture,  buy,  sell,  distribute  and  deal  in  clothing  and 
wearing  apparel  of  every  description,  and  any  and  all  materials  or  articles 
required  for,  or  used  or  useful  in  connection  with  all  or  any  of  the  objects 
aforesaid. 

(b)  To  purchase  or  otherwise  acquire,  own  and  hold  unlimitedly  such 
real  and  personal  property  of  every  kind  and  description  within  and  with- 
out the  State  of  New  York,  and  in  any  part  of  the  world,  suitable,  neces- 
sary, useful  or  advisable  in  connection  with  any  or  all  of  the  objects  herein- 
before or  hereinafter  set  forth,  and  to  convey,  sell,  assign,  transfer,  lease, 
mortgage,  pledge,  exchange  or  otherwise  dispose  of  any  of  such  property. 

(c)  To  build,  erect,  construct,  purchase,  hire  or  otherwise  acquire,  own, 
provide,  establish,  maintain,  hold,  lease  and  operate  factories,  warehouses, 
agencies,  buildings,  structures,  offices,  houses,  works,  machinery,  plants  and 
all  other  things  of  whatsoever  kind  and  nature,  within  and  without  the 
State  of  New  York,  and  in  any  part  of  the  w^orld,  suitable,  necessary,  use- 
ful or  advisable  in  connection  with  any  or  all  of  the  objects  hereinbefore 
or  hereinafter  set  forth. 

(d)  To  purchase  or  otherwise  acquire  any  and  all  letters  patent  and 
similar  rights  granted  by  the  United  States  or  any  other  country  or  govern- 
ment, licenses  and  the  like,  or  any  other  interests  therein,  or  any  inventions 
which  may  seem  capable  of  being  used  for  or  in  connection  with  any  of 
the  objects  or  purposes  of  said  corporation,  and  to  use,  develop,  sell  and 
grant  licenses  in  respect  to  or  other  interests  in  the  same,  and  otherwise 
turn  the  same  to  account. 

(e)  To  purchase,  acquire,  apply  for,  register,  secure,  hold,  own,  or  sell, 
or  otherwise  dispose  of,  any  and  all  copyrights,  trade-marks,  trade-names 
and  distinctive  marks. 

(f)  To  subscribe  or  cause  to  be  subscribed  for,  and  to  purchase,  and 
otherwise  acquire,  hold,  sell,  assign,  transfer,  mortgage,  pledge,  exchange, 
distribute  and  otherwise  dispose  of,  the  whole  or  any  part  of  the  shares 
of  the  capital  stock,  bonds,  coupons,  mortgages,  deeds  of  trust,  debentures, 
securities,  obligations,  evidences  of  indebtedness,  notes,  good-will,  rights, 
assets  and  property  of  any  and  every  kind,  or  any  part  thereof,  of  any 
other  corporation  or  corporations,  association  or  associations,  now  or  here- 
after existing,  and  whether  created  by  the  laws  of  the  State  of  New  York 
or  of  any  other  state,  territory  or  country,  as  far  as  and  to  the  extent 
that  the  same  may  be  permissible  by  the  laws  relating  to  business  corpora- 
tions of  the  State  of  New  York;  and  to  operate,  manage  and  control  such 
properties,  or  any  of  them,  either  in  the  name  of  such  corporation  or  cor- 
porations, or  in  the  name  of  this  corporation,  and  while  owners  of  any  of 
said  shares  of  capital  stock  to  exercise  all  the  rights,  powers  and  privi- 
leges of  ownership  of  every  kind  and  description,  including  the  right  to 
vote  thereon,  with  power  to  designate  some  person  or  persons  for  that 
purpose  from  time  to  time  to  the  same  extent  as  natural  persons  might  or 
could  do. 


STATE   FORMS.  213 

(g)  To  endorso,  guarantee  and  secure  the  payment  and  satisfaction  of 
the  bonds,  coupons,  mortgages,  deeds  of  trust,  debentures,  securities,  obliga- 
tions, evidences  of  indebtedness  and  shares  of  the  capital  stock  of  other 
corporations,  and  also  to  guarantee  the  payment  or  satisfaction  of  the  divi- 
dends on  shares  of  the  capital  stock  of  other  corporations,  as  far  as  and 
to  the  extent  that  the  same  may  be  permissible  by  the  laws  relating  to 
business  corporations  of  the  State  of  Xew  York. 

(h)  To  use  the  surplus  profits  of  said  corporation  for  the  purchase  of 
any  portion  of  the  preferred  shares  of  its  capital  stock,  but  only  for  the 
purpose  of  canceling  and  retiring  the  same.  Such  proposed  reduction  of 
the  capital  stock  to  be  effected  in  accordance  with  the  requirements  of  the 
Stock  Corporation  Law. 

(i)  To  do  each  and  everything  necessary,  suitable,  useful  or  advisable 
for  the  accomplishment  of  any  one  or  more  of  said  objects,  or  which  shall, 
at  any  time,  appear  to  be  conducive  to  or  expedient  for  the  benefit  of  said 
corporation  in  connection  therewith. 

(j)  In  general,  but  in  connection  with  the  foregoing,  said  corporation 
shall  have  and  exercise  all  the  powers  conferred  by  the  laws  of  the  State 
of  New  York  upon  business  corporations,  it  being  hereby  expressly  pro- 
vided that  the  foregoing  enumeration  of  specific  powers  shall  not  be  held 
to  limit  or  restrict  in  any  manner  such  general  powers. 

(k)  To  do  each  and  all  things  above  set  forth  to  the  same  extent  and  as 
fully  as  natural  persons  might  do  or  could  do  in  the  State  of  New  York, 
or  in  any  other  state,  country  or  place. 

Third,  (a)  The  amount  of  the  capital  stock  is  Twenty  Million  Dol- 
lars ($20,000,000).  of  which  Five  Million  Dollars  ($5,000,000)  is  to  be 
preferred  stock,  and  Fifteen  Million  Dollars  ($15,000,000)  is  to  be  common 
stock.  The  holders  of  the  preferred  stock  shall  be  entitled  to  receive  and 
said  corporation  shall  be  obligated  to  pay  out  of  the  surplus  and  net  profits 
arising  from  the  business  of  said  corporation,  a  cumulative  dividend  at  the 
rate  of  but  not  exceeding  Seven  Per  Cent.  (7%)  per  annum,  payable  in 
quarterly  instalments  on  such  dates  as  shall  be  fixed  by  the  By-Laws,  the 
first  year  beginning  May  15,  1911,  and  the  same  shall  be  paid  or  set  apart 
before  any  dividends  shall  be  paid  or  set  apart  on  the  common  stock. 
Should  such  surplus  and  net  profits  accumulated  at  any  dividend  day  be 
insufUcient  to  pay  such  dividend  on  all  of  the  then  issued  and  outstanding 
preferred  stock,  such  dividend  shall  be  payable  out  of  the  future  surplus 
and  net  profits  and  no  dividend  shall  at  any  time  be  payable,  paid  or  set 
apart  on  the  common  stock  until  dividends  at  the  rate  of  Seven  Per  Cent. 
(7%)  per  annum  from  ^lay  15,  1911,  shall  have  been  declared  and  paid 
or  set  apart  on  all  of  the  then  issued  and  outstanding  preferred  stock. 

(b)  Whenever  all  accrued  dividends  of  all  previous  years  have  been  paid, 
and  so  much  of  the  yearly  dividend  of  the  current  year  as  has  accrued  shall 
have  been  declared  and  paid,  or  a  sum  sufficient  to  pay  the  same  shall  have 
been  set  apart  from  the  surplus  and  net  profits,  dividends  on  the  common 
stock  may  be  declared  out  of  any  remaining  surplus  and  net  profits;  pro- 
vided, however,  that  out  of  the  surplus  and  net  profits,  after  the  payment 
of  or  the  setting  apart  therefrom  of  a  sufficient  sum  to  pay  all  accrued  and 
unpaid  dividends  on  the  preferred  stock,  there  shall  remain  a  surplus  of  not 
less  than  Five  Hundred  Thousand  Dollars  ($500,000).  and  until  there  shall 
be  such  surplus  of  $500,000  no  dividend  shall  be  declared,  paid  or  set  apart 


214   CORPORATION  FORMS  AND  PRECEDENTS. 

on  the  common  stock  of  said  corporation,  but  thereafter  dividends  may  be 
declared,  paid  or  set  apart,  but  not  in  excess  of  Four  Per  Cent.  (4%) 
in  any  year,  on  the  common  stock  until  there  shall  remain  an  additional  Five 
Hundred  Thousand  Dollars  ($500,000)  as  a  surplus,  and  after  the  sum  of 
One  Million  Dollars  ($1,000,000)  shall  remain  as  a  surplus,  as  aforesaid, 
dividends  may  be  declared,  paid  or  set  apart  on  the  common  stock  at  such 
rate  as  the  Board  of  Directors  may  determine;  it  being  the  intent  hereof 
that  in  declaring,  paying  or  setting  apart  any  dividend  whatever  on  the 
common  stock  at  any  time  there  shall  be  then  no  existing  impairment  of 
said  Five  Hundred  Thousand  Dollars  ($500,000)  surplus,  and  in  declaring, 
paying  and  setting  apart  any  dividend  in  excess  of  Four  Per  Cent.  (4%) 
per  annum  on  the  common  stock  at  any  time,  there  shall  be  then  no  exist- 
ing impairment  of  said  One  Million  Dollars   ($1,000,000)   surplus. 

(c)  The  preferred  stock  by  this  certificate  authorized  may  not  be  in- 
creased without  either  the  previous  consent,  expressed  in  writing,  or  the 
affirmative  votes  of  the  stockholders  owning  at  least  three-fourths  (%) 
of  the  issued  and  outstanding  preferred  and  a  majority  of  the  issued  and 
outstanding  common  stock.  The  whole  of  the  preferred  stock,  or  any  part 
thereof,  and  in  case  less  than  the  whole  then  the  pro  rata  proportion  of  the 
outstanding  preferred  stock  held  by  each  of  the  preferred  stockholders  of 
record  of  said  corporation,  may  be  redeemed  at  any  time  out  of  the  surplus 
and  net  profits  at  the  pleasure  of  the  Board  of  Directors  in  such  manner  as 
the  Board  of  Directors  may  determine,  by  paying  therefor  in  cash  the  par 
value  of  said  preferred  stock  plus  all  unpaid  accrued  dividends  and  divi- 
dends accruing  thereon  up  to  the  time  of  said  redemption,  and  in  addition 
thereto  a  premium  of  Twenty  Dollars  ($20)  for  each  preferred  share  so 
redeemed. 

(d)  The  corporation  shall,  out  of  its  surplus  and  net  profits  after  the 
payment  of  or  the  setting  apart  therefrom  of  a  sufiicient  sum  to  pay  all 
accrued  and  unpaid  dividends  on  the  preferred  stock  outstanding,  retire  by 
purchase  (but  at  not  to  exceed  the  sum  of  One  Hundred  Twenty  Dollars 
[$120]  per  share)  ;  or  by  redemption  at  One  Hundred  Twenty  Dollars 
($120)  per  share,  all  of  the  said  preferred  stock,  such  retirement  to  be 
effected  in  instalments,  so  that  at  least  Five  Hundred  Thousand  Dollars 
($500,000)  of  said  preferred  stock  will  be  retired  on  or  before  July  1, 
1921,  and  the  remainder  thereof  will  be  retired  in  instalments  of  not  less 
than  Five  Hundred  Thousand  Dollars  ($500,000)  during  each  of  the  five- 
year  periods  successively  following  July  1,  1921;  but  the  corporation  may 
during  any  of  such  periods  retire  more  than  Five  Hundred  Thousand  Dol- 
lars ($500,000),  and  in  that  event  a  proportionately  less  amount  may  be 
retired  in  any  of  the  ensuing  periods.  So  long  as  the  corporation  shall  be 
in  default  in  complying  with  the  provisions  of  this  Subdivision  (d),  the 
aforesaid  right  of  the  corporation  to  pay  dividends  on  its  common  stock 
shall  be  suspended. 

(e)  Upon  any  dissolution  or  liquidation  of  the  said  corporation  or  in 
the  event  of  insolvency,  or  upon  any  distribution  of  capital  there  shall  be 
paid  to  the  holders  of  the  preferred  stock  the  par  value  thereof  and  the 
amount  of  all  unpaid  accrued  and  accruing  dividends  thereon  before  any 
sum  shall  be  paid  or  any  assets  applied  on  the  common  stock.  But  after 
making  such  payment  to  the  holders  of  the  preferred  stock,  all  of  the  re- 


STATE   FORMS.  215 

maining  net  assets  of  said  corporation  shall  }jclong  to  the  onuers  of  the 
common  stock  thereof.  !■•■,.'     .   i  •    i      '  .<   r. 

Fourth.  The  number  of  shares  of  which  the  capital  stock  shall  consieit 
ia  Two  Hundred  Thousand  (200,000)  of  the  par  value  of  One  Hundred 
Dollars  ($100)  each,  of  which  Fifty  Thousand  (.=50,000)  shares  shall  be 
preferred  stock,  and  One  Hundred  and  Fifty  Thousand  (100,000)  sliarea 
shall  be  conmion  stock.  The  amount  of  the  capital  with  which  said  cor- 
poration  shall  begin  business  is  One  Thousand  Dollars    ($1,000). 

Fifth.  The  principal  business  office  of  said  corjmration  is  to  be  located 
in  the  Borough  of  Manhattan,  in  the  City  of  New  York,  County  and  Stntf 
of  New  York. 

Sixth.     The  duration  of  said  corporation  is  to  be  perpetual. 

Seventh.  The  number  of  directors  of  said  corporation  shall  be  seven 
(7)  until  and  unless  the  number  shall  be  changed  as  provided  by  law,  wlio 
shall  hold  office  for  one  year  and  until  their  respective  successors  are  elected 
and  (iiialified.  It  shall  not  be  necessary  for  any  director  of  said  corporation 
to  be  a  stockholder  thereof. 

Eighth.  The  names  and  postoffice  addresses  of  the  directors  of  said  cor- 
])<)ration  for  the  first  year  arc  as  follows: 

Names.  Addresses. 

Harry    Hart     4639    Drexel    Boulevard,    Chicago,    Illinois. 

Max   Hart    4643   Drexel    Boulevard,    Chicago,    Illinois. 

Joseph   Schaffner    4819    Greenwood   Avenue,    Chicago,    Illinois. 

Marcus    Marx    3658    Michigan   Avenue,    Chicago,    Illinois. 

Mark  W.  Cresap Kenilworth,    Hlinois. 

Frederick  R.  Swift 162    East    74th    Street,    New   York,    N.   Y. 

William  H.  Brearley   . . .  South  Orange,   New  Jersey. 

Ninth.  The  names  and  postoffice  addresses  of  the  subscribers  of  tliis 
certificate  and  the  statement  of  the  number  of  shares  vihich  each  agrees 
to  take  in  said  corporation,  are  as  follows: 

Names.  Ppstoffiee  Addresses.  No.  of  Shares. 

Ferdinand   S.   Crosley    ..  25  Broad  Street, 

New  York,  N.  Y 4  shares,  common 

Ross   W.    Lynn    512  West   135th  St., 

New  York,  N.  Y 3  shares,  common 

Earl   C.   Demoss    745  Argyle  Road, 

Brooklyn,  N.  Y 3  shares,  common 

Said  corporation  may  in  its  by-laws  fix  the  number  (not  less  than  the 
number  required  by  law  or  in  tiiis  certificate)  of  shares  of  preferred  or 
common  stock,  or  both,  the  holders  of  which  must  consent  to,  or  which 
must  be  voted  in  favor  of  any  specific  act  or  acts  by  said  corporation,  or 
its  Board  of  Directors,  and  during  the  period  for  which  such  number 
remains  so  fixed,  such  specified  act  or  acts  shall  not  and  may  not  be  per- 
formed or  carried  out  by  said  corporation,  or  its  Board  of  Directors,  with- 
out the  consent  or  affirmativel  vote  of  the  holders  of  at  least  the  number 
of  shares  so  fixed.  ""       '    . 

Said  corporation  shall  not  mortgage  or  create  any 'lien  by  way  of 
mortgage  or  otherwise  upon  any  of  its  real  or  personal  property,  without 
either  tlio  ])revious  written  consent  or  affirmative  votes  of  the  holders  of  at 


216   CORPORATION  FORMS  AND  PRECEDENTS. 

least  three-fourths  {%)  of  the  then  issued  and  outstanding  preferred 
stock  of  said  corporation,  but  this  prohibition  shall  not  be  deemed  or  cou 
strued  or  operate  to  apply  to  or  prevent  the  giving  of  purchase  money 
mortgages  or  other  purchase  money  liens  or  any  pledging  of  the  stocks, 
securities  or  any  property  of  said  corporation  as  collateral  security  for 
the  payment  of  moneys  borrowed  by  said  corporation  in  the  regular  course 
of  business. 

A  consolidation  or  merger  of  said  corporation  at  any  time,  or  from  time 
to  time,  with  any  other  company  or  companies  shall  not  be  regarded  or 
construed  to  be  a  dissolution  of  said  corporation  within  the  meaning  of  this 
charter. 

The  Board  of  Directors  shall  have  power,  subject  always  to  the  pay- 
ment of  dividends  on  the  preferred  stock,  and  subject  to  the  setting  apart 
of  said  surplus  profits  in  this  Certificate  of  Incorporation  provided  for, 
to  fix,  determine,  and  vary  from  time  to  time,  the  amount  to  be  main- 
tained as  surplus,  and  also  the  amount  or  amounts  to  be  set  apart  as  work- 
ing capital. 

In  Witness  Whereof,  we  have  made  and  signed  this  certificate  in  dupli- 
cate this  tenth  day  of  May,  one  thousand,  nine  hundred  and  eleven. 

Ferdinand    S.    Crosley, 
Eoss  W.   Lynn, 
Earl  C.  Demoss. 
STATE     OF    NEW    YOKK,) 

'   SS' 

County  of  New  York,  .  ( 
On  this  10th  day  of  May,  1911,  before  me  personally  came  Ferdinand 
S.  Crosley,  Ross  W.  Lynn  and  Earl  C.  Demoss,  to  me  personally  known 
and  known  to  me  to  be  the  persons  described  in  and  who  made  and  signed 
the  foregoing  Certificate,  and  they  severally  duly  acknowledged  to  me 
that  they  had  made,  signed  and  executed  the  same  for  the  uses  and  pur- 
poses therein  set  forth. 
[Notarial  Seal]  Jesse  Myers, 

Notary  Public,  New  York  County. 
State  of  New  York, 
Office  of  the  Secretary  of  State. 
Filed  and  recorded   May   11,   1911. 

Edward  Lazansky, 
Secretary  of  State. 
Filed   and   recorded   in   the   office   of   the   Clerk   of   the   County   of   New 
York,  May  11,  1911. 

Form  158. 

CERTIFICATE    OF   PAYMENT    OF    ONE-HALF    OF    THE 
CAPITAL  STOCK 

of     

We,  the  undersigned,  who  are  a  majority  of  the  directors  of  the , 

a  corporation  formed  under  and  pursuant  to  the  provisions  of  the  Business 
Corporation  Law  of  the  State  of  New  York,   do  hereby  certify: 

That  the  amount  of  the  capital  stock  of  said  cori)oration  is   

Dollars,    and   that   one-half   thereof    has   been   paid    in :     


STATE  FORMS.  2l7 

Dollars    in    cash    and    

Dollars  for  property  purchased. 

In   Witness  Whereof,  we  have  made,  signed  and  acknowledged  this  cer- 
tificate in  duplicate,  and  have  hereunto  set  our  hands  this day  of 

19.... 


STATE     OF     NEW    YORK,) 


County    of 

On  t>'is day  of  .  . ' ,  19 .... ,  before  me  personally  came 

to  me  personally  known  and  known  to  me  to  be  the  per- 
sons described  in  and  who  executed  the  foregoing  certificate,  and  severally 
acknowledged  to  me  that  they  executed  the  same. 


STATE     OF    NEW    YORK,|  ^^ 

County    of    ( 

^  being  severally   duly   sworn,  each   for   himself,   de- 
poses and  says  that  he,  the  said ,  is  the  * President  of 

,   a    corporation,   and   that   he,   the  said    ,  is   the 

f thereof,   and   that   the  statements  contained   in   the 

foregoing  statement  are  true. 


Sworn  to  before  me  this day  of ,19. 


Form  159. 
CERTIFICATE  OF  FOREIGN  CORPORATION. 

Company. 

Organized  under  the  Laws  of  the  State  of 

Certificate  of  Designation  for  the  State  of   New  York. 

The  said Company,  a  foreign  corporation  organized  un- 
der and  by  virtue  of  the  laws  of  the  State  of does  hereby,  pur- 
suant to  the  General  Corporation  Law  of  the  State  of  New  York,  and  Sec- 
tion 432  of  the  Code  of  Civil  Procedure  of  said  State,  make  the  following 
statement  and  designation. 

First.  That  the  business  which  said  corpo'ation  proposes  to  carry 
on  within  the  State  of  New  York  is 

Second.  That  attached  hereto  is  a  sworn  copy  of  the  charter  or  cer- 
tificate of  incorporation  of  said  corporation  and  of  the  whole  thereof. 

Third.     That  the   place  within   the  State  of   New   York   which   is  to   be 

the  principal  place  of  business  of  said  corporation  is  the  City  of 

and  County  of ,  New  York. 

Fourth.  That  said  corporation  hereby  designates    who   has  an 

*  President  or  Vice  President, 
t  Secretary  or  Treasurer. 


218   CORPORATION  FORMS  AND  PRECEDENT^ 

office  or  place  of  business  at  No , street  in  said  City  of 

,  and  whose  written  consent  to  such  designation  duly  signed  and 

acknowledged  is  hereto  annexed,  as  a  person  upon  whom  a  summons  or  any 
process  or  other  paper  whereby  a  special  proceeding  is  conmienced  in  a 
court  or  before  an  officer,  except  a  proceeding  to  punish  for  contempt,  and 
except  where  special  provision  for  the  service  thereof  is  otherwise  made  by 
law,  may  be  served  for  said  corporation  within  said  State. 

Fifth.     The  said  corporation  has  not   engaged   in  business  in  the  State 
of  New  York  for  one  year  last  past. 

In  Witness  Whereof,  the  said  corporation  has  caused  this  instrument  to 

be  executed  by  its and  its  corporate  seal  to  be  hereunto 

afiixed,  and  attested,  this day  of ,  19.  . . . 

[Corporate  Seal]  


STATE   OF   NEW   YOKK, 
City  of   and  County  of 

On   this    day   of    ,    19....,   before   me   personally 

came ,  to  me  personally  known,  who,  being  by  me  duly  sworn, 

did  depose  and  say  that  he  resided  in ;  that  he  is  the 

of    ,    the    corporation    described    in    and    which    executed   the 

foregoing  instrument ;  that  he  knew  the  seal  of  said  corporation ;  that 
the  seal  affixed  to  said  instrument  was  such  corporate  seal;  that  it  was 
so  affixed  by  order  of  the  Board  of  Directors  of  said  corporation,  and 
that  he  signed  his  name  thereto  by  like  order;  that  attached  hereto  is 
a  true  copy  of  the  charter  or  certiScate  of  incorporation,  and  of  the 
whole  thereof.  

Sworn  to  before  me,  this   day  of    ,  19.  . . . 


ACCEPTANCE    OF    APPOINTMENT. 

I, ,  the  person  designated  in  the  foregoing  instrument  as  the 

person  upon  whom  process  against ,  the  corporation  therein  named, 

may  be  served  within  the  State  of  New  York,  hereby  consent  to  said 
designation,  and  that  process  against  said  corporation  may  be  served  upon 
me  within  the  State  of  New  York.  My  office  (or  place  of  business)  is  at 
No ,    street,    ,  New  York. 

Dated ,  19 


STATE     OF     NEW     YOEK,| 

County  of  C 

On  this day  of ,  in  the  year  one  thousand  nine  hun- 
dred and ,  before  me  personally  came ,  to  me  known 

and  known  to  me  to  be  the  individual  described  in  and  who  executed  the 
above  consent,  and  acknowledged  to  me  that  he  executed  the  same. 


(To  this  is  to  be  attached  a  sworn  copy  of  Charter  or  Certificate  of  In- 
corporation.) 

See  generally  Cook  on  Corporations,  §§696-700,  758;  Clark  &  M., 
Corp.,  §§  824-865.  See  also  Portland  Co.  v.  Hall  &  Orant  Const.  Co., 
123  N.  Y.  App.  D.  495;  Meyers  v.  Spangenberg  &  McClean  Co.,  65  Misc.  (N. 


STATE  P'ORMS.  219 

y.)  475;  Gaul  v.  Keil  &  Arthe  Co.,  199  N.  Y.  472  j  American  Case  & 
KegiHttT  Co.  V.  GrLswold,  68  Misc.  (xN.  Y.)  :^79j  Hystein  Co.  v.  Advertisers' 
Cyclopedia  Co.,  liil  M.  Y.  Supp.  611;  Kuiuile  Speiiee  Mfg.  Co.  v.  Gaius- 
brough  Const.  Co.,  123  N.  Y.  Supp.  TH.O;  Singer  Mtg.  Co.  v.  Granite  Spring 
Water  Co.,  66  Misc.  (N.  Y.)  59.5;  Hovey  v.  Proctor  &  Gamble  Co.,  139  N.  Y. 
App.  Div.  ulil;  Johu.son  v.  Mew  York  Breweries  Co.,  178  l<'ed.  513  101 
C.  C.  A  639,  171  led.  980;  Chadiloid  Chemical  Co.  v.  Chicago  Wood 
P'inishing  Co.  180  Fed.  770;  People  v.  Priest,  70  Misc.  (N.  Y.)  69; 
Hovey  v.  DeLong  Hook  &  Eye  Co.,  126  N.  Y.  Supp.  1;  Page  Co,  v.  Sher 
wood,  125  N.  Y,  Supp.  1109,  120  N.  Y.  Supp.  837;  65  Misc.  (N.  Y.)  513; 
Seibert  v.  Dunn,  7U  Alisc.  (N.  Y.)  422;  Sadler  v.  Boston  &  Bolivia  Kub- 
ber  Co.,  202  N.  Y.  547. 

Form  160. 
CERTIFICATE  OF  INCREASE  OF  CAPITAL  STOCK. 

We,    the   undersigned,    ,   and    ,    rcsi)ectively 

Chairman    and    Secretary    of    meeting    of    the    Stockholders 

of    ,    a    corporation,    incorporated   under    the 

Laws  of  the  State  of    ,  held   ,   191..,  for  the 

purpose  of  increasing  its  Capital  Stock,  and  * do  certify  as 

follows : 

That    the    heretofore    authorized    Capital    Stock    of    this    Company    was 

($ ),  divided  into    Shares  of  the    

stock   of   the   par   value   of    ($ )    each,   all   of   which 

was  actually  issued. 

That  a  notice  of  a  special  meeting  of  the  Stockholders  was,  duly  pub- 
lished in  the   ,  a  newspaper  published  in  the 

county  where  the  principal  office  of  the  Company  is  situated,  at 
least  once  a  week  for  two  successive  weeks  before  the  date  on  which 
such  meeting  was  held,  that  said  notice  was  duly  signed  by  the  President 
and  Secretary  of  the  Company  and  that  the  following  is  a  true  copy 
thereof :    

The   said   notice   was   served  personally   in   accordance   with  the   require- 
ments  of   the  Laws   of   this   State,   at   least    days  before   such 

meeting,   on   each   Stockholder  of  record. 

The    Stockholders,    in    person    or   by   proxy,    representing    at    least    two- 
thirds   of   the   Capital   Stock   assembled   or   were  represented  by   proxy  at 

such   meeting,   the  meeting  was   duly   organized  and   said    was 

chosen  Chairman,   and   the  said    Secretary. 

That    the    following   resolution    was   presented    and    received    the    assent 

of    Stockholders    representing    Shares    of    the    Capital    Stock, 

being  more  than  two-thirds  thereof,  and  was   declared  duly  adopted. 
(Insert  copy  of  resolution.) 

In   Witness  Whereof,   we  have  made  and  signed  this  Certificate   in   du- 
plicate this day  of ,  191 .  . 


Chairman. 

Secretary. 

*If  President  and  Secretary  of  Corporation  are  not  respectively  Chair- 
man and  Secretary  of  the  meeting  their  names  should  also  be  inserted  in 
this  place.  ■ 


220      CORPORATION  FORMS  AND  PRECEDENTS. 

STATE  OF   ,) 

County  of I 

,  C'lairman,  and   ,  Secretary,  being  severally 

duly  sworn,  each  for  himself,  deposes  and  says  that  he  has  read  the  fore- 
going Certificate  subscribed  by  him  and  knows  its  contents,  and  that  the 
same  is  true. 


Chairman. 

Secretary. 
Sworn  to  before  me  this day  of ,  191 . . 

STATE  OP   ,^ 

County  of J^^  = 

On  this day  of ,  191.  .,  before  me  personally  appeared 

and   ,  to  me  known  and  known  to  me  to  be 

the  individuals  described  in  and  who  executed  the  foregoing  Certificate  and 
acknowledged  to  me  that  they  executed  the  same. 

[Notarial    Seal]  

STATE  OF   ,1 

County  of ( 

and ,  being  severally  sworn,  do  depose 

and  say,  each  for  himself,  that  said is  President  and  that 

said  is  Secretary  of  Company,  the  cor- 
poration mentioned  in  the  foregoing  Certificate;  that  he  has  read  the 
foregoing  Certificate  and  knows  its  contents  and  that  the  same  is  true. 


President. 


Secretary. 
Sworn  to  before  me  this day  of ,  191 . . 


Form  161. 
CAPITAL  STOCK  REPORT. 

To  the  Comptroller  of  the  State  of  New  York: 

As of  the Company, 

I   make   the   following    report   of    such    Company   for   the   year   ending 

,  19....,  pursuant  to  the  provisions  of  Section   182,  Chapter 

908,  Laws  of  1896,  and  acts  amendatory  thereof. 

(1)  The  last  preceding  report  made  by  this  corporation  to  the  comptrol- 
ler of  the  State  of  New  York  under  the  provisions  of  the  above  Statute 
was  for  the  year  ending  October  31,   19.... 

(2)  Organized     ,    19....,    under    the 

laws  of 

(3)  This  Company  began  business  in  the  State  of  New  York  on , 

19.... 

(4)  Authorized  capital  stock  of  Company   $ 

(5)  Number  of  shares  of  stock  authorized  )  ^    , 

)  Preferred    


STATE  FORMS.  221 

Number  of  shares  of  stock  issued 


f  Common 


Preferred     

^  .  ,         ,      ,         (Common    $. 

Par  value  of  each  snare  )  ,,     ,.         ,  . 

)  Preterred     $• 

Amount  paid  into  Treasury  of  Company  on  each  share.  .  .  . 

(('ommon   $■ 

'  "  '  j  Preferred     $  • 

Amount  of  Capital  Stock  issued  for  cash  or  property  .  .$. 

Amount  of  Capital  Stock  issued  for  good  will,  copy- 
rights, brands,  patents,  trademarks,  formulae,  services, 
etc.,    other    than    cash    or    property     $. 

Amount  of  common  stock  on  which  dividends  were  de- 
clared      '^  ■ 

Amount  and  date  of  each  dividend  on  common  stock    .  .  . 

Rate  per  cent,  per  annum  of  dividends  on  common  stock  .  . 

Amount  of  preferred  stock  on  which  dividends  were  de- 
clared      $  • 

Amount  and  date  of  each  dividend  on  preferred  stock   .  . . 

Rate  per  cent,  per  annum  of  dividends  on  preferred 
stock     

Nature  of  business  in  State  of  New  York  and  how  trans- 
acted      

a  Place,  street  and  number  where  such  business  was  con- 
ducted     

b  Office    of    the    Company    

Average  value  of  stock  carried  in  the  State  of  New 
York    during   the   year   ending    October   31,    19....,    $. 

Average  monthly  bank  balance  employed  in  the  State  of 
New  York  during  the  year  ending  October  31,  19.  .  .  .,  $. 

Average  value  of  bills  and  accounts  receivable  in  State 
of  New  York  during  the  year  ending  October  31, 
19....,  $• 

Average  value  of  shares  of  stocks  of  other  corporations 
doing  business  in  the  State  of  New  York  and  owned 
by  this  company  during  the  year  ending  October  31, 
19...., $• 

Average  value  of  personal  property  including  bonds, 
loans  on  call  and  other  financial  securities  employed  in 
the  State  of  New  York,  other  than  heretofore  men- 
tioned,  during  the  year  ending   October   31,    19....,   $. 

Capital  invested  in  real  estate  located  in  the  State  of 
New  York  during  the  year  ending  October  31, 
19 .... ,   and   where   situated    $  ■ 

Total  of  assets  above  enumerated  located  in  the  State 
of  New  York  during  the  year  ending  October  31, 
19....,  $• 

Average  value  of  stock  in  trade  carried  outside  the 
State  of  New  York  during  the  year  ending  October  31, 
19 $• 


222       CORPORATION  FORMS  AND  PRECEDENTS. 

(27)  Average    monthly    bank    balance    employed    outside    the 

State  of  New  York  during  the  year  ending  October  31, 

19....,     $... 

(28)  Average  value  of  bills  and  accounts  receivable  outside 

the    State    of    New    York    during    the    year    ending 

October   31,   19 ,    $ 

(29)  Average  value  of  shares  of  stocks  of  other  corporations 

owned  by  this  corporation,  where  such  corporations  are 

doing  business  wholly  without  the  State  of  New  York  $ 

(30)  Average    value    of    personal    property    including   bonds, 

loans  on  call  and  other  financial  securities  employed 
outside  the  State  of  New  York,  other  than  heretofore 
mentioned,  during  the  year  ending  October  31, 
19 , $ 

(31)  Capital  invested  in  real  estate  located  outside  the  State 

f   New   York,    during   the   year    ending    October    31, 
19....,   and   where   situated    $ 

(32)  Total  of  assets  located  outside  the  State  of  New  York 

during  the  year  ending  October  31,  19.  . .  .,   $ 

Liabilities: 

Bonds     $ 

Mortgages  not  secured  by  bonds $ 

Bills  payable $ 

Accounts   payable    $ 

Other  liabilities,   excluding  capital  stock    .  .$ 

Total  liabilities   $ 

(33)  Highest    bona    fide    price    at    which  ( Preferred     $ 

stock     sold     during     year     ending)  Common     $ 

October  31,  19 , 

(34)  Lowest    bona    fide     price     at     which  f  Preferred     $ 

stock     sold     during     year     ending )  Common     $ 

October  31,  19 , 

(35)  Percentage  of  capital  stock  of  the  company  employed  in  the  State 

of  New  York  during  the  year  ending  October  31,  19.  . .  .,  in  manu- 
facturing  and   in   the   sale   of   the   product   of   such   manufacture 


(36)  Are   your   goods  manufactured   for  you   by  others? 

(37)  Do  you  operate  a  factory?    


Remarks. 


The  undersigned,  being  the of  the  above  Company,  esti- 
mates and  appraises  the  Capital  Stock  of  said  Company  as  follows:    

shares  at    dollars    cents  per  share,  amounting  in  the 

whole  to dollars cents. 

In  Witness  Whereof,  I  have  set  my  hand  this day  of , 

19 


(Ofiicial  Title.) 


STATK   FORMS.  223 

STATE     OF     M:\V     YORK,) 

J,  >  88: 

County    of    I 

On   this    daj   of    ,   A.   D.    19....,   peraonally 

appeared  before  me,  a  Notary  Public  in  and  for  the  County  of , 

,  of  the  above  named  Company,  who,  l)eing  <luly  sworn  affonling 

to  law,  did  dcpoHe  and  Hay  that  the  foregoing  report  is  just,  true  and  correct 
and  that  it  inchideB  all  dividends  of  any  description  declared  by  said  Com- 
pany   during    the    year    ending     ,    191..,    and    that    he    has, 

according  to  his  best  knowledge  and  belief,  appraised  the  Capital  Stock  of 
the  Company  as  provided  by  statute,  at  not  less  than  the  average  price  at 
wh-ich  it  sold  and  not  less  than  the  difference  between  its  assets  and 
liabilities,   exclusive  of  capital  stock. 


Sworn  to  before  me  the  day  and  year  aforesaid. 
Notary    Public. 


224       CORPORATION  FORMS  AND  PRECEDENTS. 

NORTH  CAROLINA. 

Form  162. 

CERTIFICATE  OF  INCORPORATION 

of   Company. 

This  is  to  Certify,  That  we,  the  undersigned,  do  hereby  associate  our- 
selves into  a  corporation  under  and  by  virtue  of  the  laws  of  the  State 
of  North  Carolina,  as  contained  in  chapter  21  of  the  Revisal  of  1905, 
entitled  ' '  Corporations, ' '  and  the  several  amendments  thereto,  and  do 
severally  agree  to  take  the  number  of  shares  of  capital  stock  in  the  said 
corporation  set  opposite  our  respective  names,  and  to  that  end  do  hereby 
set  forth: 

1.  The    name    of    this    corporation    is     Company. 

2.  The  location  of  the  principal  office  of  the  corporation  in  this  State 

is  at  No ,   Street,  in  the   of , 

County  of    ;   but  it  may  have  one  or  more  branch  offices  and 

places  of  business  out  of  the  State  of  North  Carolina,  as  well  as  in  said 
State. 

3.  The   objects   for   which   this   corporation   is   formed   are   as   follows: 


And  in  order  properly  to  prosecute  the  objects  and  purposes  above 
set  forth,  the  corporation  shall  have  full  power  and  authority  to  purchase, 
lease  and  otherwise  acquire,  hold,  mortgage,  convey  and  otherwise  dispose 
of  all  kinds  of  property,  both  real  and  personal,  both  in  this  State  and 
in  all  other  States,  Territories  and  dependencies  of  the  United  States;  to 
purchase  the  business,  good-will  and  all  other  property  of  any  individual, 
firm  or  corporation  as  a  going  concern,  and  to  assume  all  its  debts,  con- 
tracts and  obligations,  provided  said  business  is  authorized  by  the  powers 
contained  herein;  to  construct,  equip,  and  maintain  buildings,  works,  fac- 
tories and  plants;  to  instal,  maintain  and  operate  all  kinds  of  machin- 
ery and  appliances;  to  operate  same  by  hand,  steam,  water,  electric  or 
other  motive  power,  and  generally  to  perform  all  acts  which  may  be 
deemed  necessary  or  expedient  for  the  proper  and  successful  prosecution 
of  the  objects  and  purposes  for  which  the  corporation  is  created. 

4.  The  total  authorized  capital  stock  of  this  corporation  is   

($ )  Dollars,  divided  into shares  of  the  par  value  of 

($ )    Dollars    each;    but    the    corporation    may    organize    and    begin 

business    when     ($ )     Dollars    of    the    capital    stock, 

composed  of    shares,   shall   have  been   subscribed   for. 

5.  The  names  and  postoffiee  addresses  of  the  subscribers  for  stock, 
and  the  number  of  shares  subscribed  for  by  each,  the  aggregate  of  which 
being  the  amount  of  capital  stock  with  which  the  company  will  commence 
business,   are  as  follows: 

Name.  Postoffiee  Address.  No.  of  Shares. 


6.     The   period   of   existence   of  this   corporation   is   limited   to 
years. 


STATE  FORMS.  225 

7.  The  board  of  directors  of  this  corporation  shall  have  power,  hy 
vote  of  a  majority  of  all  the  directors,  and  without  the  assent  or  vote  of 
the  stockholders,  to  make,  alter,  amend  and  rescind  the  by-laws  of  this 
corporation. 

In  Testimony  Whereof,  We  have  hereunto  set  our  hands  and  afiBxed  our 

seals  this  the day  of ,  A.  D.  191 .  . 

[Seal] 

[Seal] 

[Seal] 

Signed,  sealed  and  delivered  in  the'  presence  of 
Witness. 

STATE  OF   

County  of   

This  is  to  certify  that  on  this   day  of    ,  A.  D. 

191..,   before   me,   a    ,    personally   appeared    , 

J    ,    who,    I    am    satisfied,    are    the    persons 

named  in   and  who  executed  the  foregoing  certificate  of   incorporation  of 

Company,   and  I   having  first  made  known  to  them  the 

contents  thereof,  they  did  each  acknowledge  that  they  signed,  sealed  and 
delivered  the  same  as  their  voluntary  act  and  deed,  for  the  uses  and 
purposes  therein   expressed. 

In  Testimony  Whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal,  this  the day  of    ,  A.  D.   191 .  . 

[L-  S]  

See  generally  notes  to  Forms  1,  5,  8  and  11,  supra.  See  also  Weaver 
Power  Co.  v.  Elk  Mountain  Co.,  154  N.  C.  76;  Mclver  v.  Young  Hard- 
ware Co.,  144  N.  C.  478;  Powell  Bros.  v.  McMullen  Lumber  Co.,  lo3 
N.    C.   52;    Roberson   v.   Greenleaf   Johnson   Lumber  Co.,    153    N.    C.    120. 

Form  163. 

CERTIFICATE  OF  DISSOLUTION  BY  UNANIMOUS  CON- 
SENT OF  ALL  STOCKHOLDERS 

of  the    Company. 

The   location   of   the   principal   office   in   this   State   is   at   No , 

Street,  in  the of ,  County  of 

The  name  of  the  agent  therein  and  in  charge  thereof,  upon  whom  proc- 
ess against  this  corporation  may  be  served,  is 

We,   the   subscribers,  being   all   the  stockholders  of  the    

Company,  a  corporation  of  the  state  of  North  Carolina,  deeming  it  ad- 
visable and  most  for  the  benefit  of  said  corporation  that  the  same  should 
be  forthwith  dissolved,  do  hereby  give  our  consent  to  the  dissolution 
thereof,  as  provided  by  Chapter  21,  Eevisal  of  1905,  entitled  "Corpora- 
tions," and  do  sign  this  consent  to  the  end  that  it  may  be  filed  in  the 
office  of  the  Secretary  of  State  of  the  State  of  North  Carolina. 


226       CORPORATION  FORMS  AND  PRECEDENTS. 

Witness  our  hands,   this    day  of    A.   D.   191 .  . 

Officers. 


President,  Eesidence 

Vice  President,   Eesidence 

Secretary,   Residence 

Treasurer,  Eesidence 

Directors. 
Stockholders. 


STATE  OF   

County  of   

,    the    President,    and    ,   the   Secretary, 

of   the    above-named    Company,    being    duly   sworn,    each 

on  his  oath  says  that  the  foregoing  consent  to  the  dissohition  of  said  cor- 
poration has  been  signed  by  every  stockholder  of  said  Company. 


Subscribed  and  sworn  to  before  me,  this   day  of 

A.  D.  191.. 


See    generally    as    to    dissolution    of    corporations,   Cook    on    Corporations, 
§§  628  et  seq.;  Clark  &  M.,  Corp.,  §§  302-334. 

Form  164. 

AFFIDAVIT   OF   PUBLICATION   OF   CERTIFICATE   OF 
DISSOLUTION. 

STATE  OF   ) 

' '  ss  • 
County  of ( 

,    the    Secretary    of    the Company,    being 

duly  sworn  on  his  oath  says  that  the  board  of  directors  of  the  said  com- 
pany  have   caused   the   certificate   of   dissolution   of   the    

Company,   a   copy   whereof   is   hereto   annexed,    issued   by   the  secretary   of 

state  of  the  state  of  Xorth  Carolina,  dated  the day  of , 

19.  .  .  .,  to  be  published  in  the ,  a  newspaper,  published  at  the 

city  of   ,  and  circulated  in  the  county  of   ,  being 

the   county   in  which   said   company   has   been   located   and   conducting   its 
business,  for  the  period  of  four  weeks,  successively,  at  least  once  in  each 

week,  commencing  on  the    day  of    ,   19.  . .  .,  as  required 

by  Chapter  21  of  the  Revisal  of  1905,  entitled  "Corporations." 


Sworn  to  ajid  subscribed  before  me  the   day  of   ,  A.  D. 

19.... 


STATE  FORMS.  227 

STATE    OF   NORTH    CAROLINA,  ^^^ 

County    of    j 

of   lawful   age,   being   duly   sworn   according   to   law, 

doth  depose  and  say,  that  he   of   ,  a  newspaper 

printed  and  published  in  the  city  of ,  and  county  of , 

and  state  of  North  Carolina,  and  that  the  notice,  of  which  the  annexed 
printed  slip  is  a  true  copy,  has  been  published  in  said  newspaper,  succes- 
sively, for  the  period  of   commencing  on  the   day 

of   ,  19.... 


Sworn  to   and   subscribed   before  me   this    day   of    , 

19.... 


Form  165. 
ANNUAL  STATEMENT  OF  DOMESTIC  CORPORATION. 

The   Company,  organized  and  registered  under  the  laws 

of  the  state  of  North  Carolina. 

The  corporation  above  named,  organized  and  registered  under  the  laws 
of  the  state  of  North  Carolina,  does  hereby  make  the  following  statement, 
in  compliance  with  the  provisions  of  Sec.  1152  of  the  Revisal  of  1905,  as 
amended  by  Chapter  944,  Public  Laws  1907: 

First.     The    name    of    the    corporation    is    

Second.     The  location  of  the  principal  oflSce  is  at  No ,  

Street,    ,  and    is  the  agent  upon  whom  process 

may  be  served. 

Third.     The  character  of  the  business  is 

Fourth.     The    amount    of    the    authorized   capital   stock    is    $ 

The  amount  actually  issued  and  outstanding  is  $ ;  $ 

paid  in  cash  and  $ by  purchase  of  property  consisting  of 

Fifth.  The  names  and  addresses  of  all  the  directors  and  oflacers  and  the 
term  when  the  oflBce  of  each  expires  are  as  follows: 

Names  of  Directors.  Address.  Date  of  Election      Term  of  Office. 

or  Appointment. 


OflScers: 

President,    

Vice  President, 

2d  Vice  President, 

Treasurer,    

Secretary,    

Sixth.  The  next  annual  meeting  of  the  stockholders  for  the  election  of 
directors   is   appointed  to   be   held   on    

Seventh.  The  name  of  the  corporation  has  been  at  all  times  displayed 
at  the  entrance  of  its  registered  office,  in  this  state,  and  the  corporation 
has  kept  at  its  registered  office  in  this  state  a  transfer  book,  in  which  the 
transfers  of  stock  are  made,  and  a  stock  book  containing  the  names  and 


228   CORPORATION  FORMS  AND  PRECEDENTS. 

addresses  of  the  stockholders  and  the  number  of  shares  held  by  them 
respectively,  open  at  all  times  to  the  examination  of  the  stockholders,  aa 
required  by  law. 

Witness   our   hands,   the    day   of    ,   A.   D.   19 ...  . 


President. 
,  Secretary. 

Form  166. 
ANNUAL  STATEMENT  BY  A  FOREIGN  CORPORATION. 

The   Company, 

organized  under  the  laws  of  the  state  of   ,  does  hereby  make 

the  following  statement  in  compliance  with  the  provisions  of  Section  1152 
of  the  Eevisal  of  1905  of  North  Carolina,  as  amended  by  Chapter  944, 
Public  Laws  1907: 

First.     The    name    of    the    corporation    is 

Second.     The  location  of  the  registered  office  is  at  No , 

Street, ,  and  the  location  of  the  principal  office  in  North  Carolina 

is  at ,  N.  C,  County  of ,  and is  the 

.\gent  upon  whom  process  may  be  served. 

Third.     The   character   of   the   business   is    

Fourth.     The   amount   of   the   authorized    capital  stock   is   $ 

The  amount  actually  issued  and  outstanding  is  $ ;    $ paid 

in  cash,  and  $ by  purchase  of  property  consisting  of  

Fifth.  The  names  and  addresses  of  all  the  Directors  and  Officers,  and 
the  term  when  the  office  of  each  expires,  are  as  follows: 

Date  of  Election 
Names  of  Directors.  Address.  or  Appointment.  Term  of  Office. 


Officers: 

President,    

Vice  President,    

2d  Vice  President, 

Treasurer,    

Secretary,    

Sixth.     The    next    annual    meeting    of    the    stockholders    for    election    of 
Directors    is    appointed    to    be    held    on 

Witness  our  hands  the   day  of   ,  A.  D.   19 ...  . 

President. 
Secretary. 


STATE  FORMS.  229 

Form  167. 

APPLICATION  FOR  DOMESTICATION  BY  FOREIGN 
CORPORATION. 

The    Company,    orgauized   under   the   laws   of   the   state 

of  ,  does  hereby  make  the  following  statement  in  com- 
pliance with  the  provisions  of  yection  1194  of  the  Kevisal  of  1905  of  North 
Carolina : 

First.     The  name  of  the  corporation   is   

Second.     The    location    of    the    registered    office    is    at    Number    , 

Street,    ,   and   the  location   of  the  principal 

office  in  North  Carolina  is  at ,  N.  C,  County  of , 

and   ,  ia  the  agent  upon  whom  process  may  be  served. 

Third.     The    character    of    the    business    is    

Fourth.     The   amount  of  the  authorized  capital   stock   is  $ 

The  amount   actually   issued   and   outstanding  is   $ 

Fifth.  The  names  and  addresses  of  all  the  directors  and  officers,  and 
the  term  when  the  office  of  each  erpires,  are  as  follows: 

Names  of   Directors.  Address.  Expiration  of  Term. 


Officers: 

President,    

Vice    President,     

2d  Vice  President,    

Treasurer,    

Secretary,     

Witness  our  hands  the    day  of    ,  A.   D.  19. 


President. 


[Corporate  Seal]  Secretary. 

See  generally  Cook  on  Corporations,  §§696-700;  Clark  &  M.,  Corp., 
§§  834-865.  See  as  to  service  of  process  upon  foreign  corporations. 
Cook  on  Corporations,  §758;  Clark  &  M.,  Corp.,  §861.  See  also  Black- 
well's  Durham  Tobacco  Co.  v.  American  Tobacco  Co.,  145  N.  C.  367; 
Whitehurst  v.  Kerr,  153  N.  C.  76;  McDonald  v.  McArthur  Bros.,  154 
N.  C.  122;  Coffin  v.  Haines-Woodbury  Lumber  Co.,  187  Fed.  1005,  aff'g 
decree  179  Fed.  257. 


230      CORPORATION  FORMS  AND  PRECEDENTS. 
NORTH  DAKOTA. 

Form  168. 
ARTICLES  OF  INCORPORATION 

of     

Know  all  ]\Ien  by  these  Presents,  That  we,  the  undersigned,  have  thig  day 
associated  ourselves  together  for  the  purpose  of  incorporating,  under  the 
laws  of  the  state  of  North  Dakota,  a  corporation  to  be  known  by  the 
corporate   name   of    

And  we  hereby  certify  that  the  objects  for  which  this  corporation  is 
formed  are   

That  its  principal  place  of  business  shall  be  in  the    of 

,  County  of ,  State  of  North  Dakota. 

That  the  term  of  its  existence  shall  be years  from  and  after 

the  date  of  its  incorporation. 

That    the    number    of    its   directors   shall   be    ,   and    that   the 

names  and  residences  of  those  who  shall  be  directors  and  serve  as  such 
officers  until  the  election  of  their  successors  and  their  qualifications,  are: 

Name.  Eesidence. 


That  the  Capital  Stock  of  this  Corporation  shall  be Dollars, 

divided  into shares  of  the  par  value  of Dollars  each. 

In   Witness   Whereof,    We   have   hereunto   set   our   hands   and   seals  this 
day  of   ,  A.  D.  19 

Signed  and  sealed  in  presence  of 

[Seal] 

[Seal] 

[Seal] 

STATE  OF  NORTH  DAKOTA,] 
County    of    j 

On  this day  of ,  in  the  year  A.  D.  One  thou- 
sand nine  hundred  and ,  before  me ,  a  notary 

public  in  and  for county,  North  Dakota,  personally  appeared 

,  known  to  me  to  be  the  persons  whose  names  are  subscribed 

to  the  foregoing  instrument,  and  they  severally  duly  acknowledged  to  me 
that  they  executed  the  same. 

Witness  my  hand  and  official  seal  this    day  of    , 

A.  D.  19 


Notary  Public. 

of ,  county  of ,  ss : 

On  this   day  of   ,  in  the  year  A.  D.  one  thousand 

nine  hundred  and ,  before  me ,  a  notary  public  in  and 

for county,   personally  appeared , 

known  to  me  to  be  the  persons  whose  names  are  subscribed  to  the  foregoing 


STATE  FORMS.  231 

instrument,  and  they  severally  duly  aeknowlotiged  to  nie  that  they  executed 
the  same. 


Notary  Public. 
See  generally  notes  to  Forms  1,  iJ,  ^  and  11,  supra. 

Form  169. 
ANNUAL  REPORT— DOMESTIC  CORPORATION. 

Corporation  Eeport  for  191.. 

Of    ...., ,    (Under   Chapter   11,   Article    2, 

Section  4186,  E.  C   1905.) 

Name    of    Corporation    

Principal  place  of  )3usiness  in  North  Dakota    

Is  office   maintained  at  said   place  as   required  by   law?    

Nature    of    business     

Is  corporation  engaged  in  active  business  under  its  charter? 

Capital  stock  $ Date  of  charter ,  1 .  . .  . 

Officers  of  Corporation.  Postoffice.  Term  Expires. 

President    

Secretary    

Treasurer    

General   Manager 

STATE    OF    NORTH    DAKOTA,   ] 
County    of    ^ 

Ij    ,    do    solemnly    swear    that    I    am    

of  the    ,  a  corporation   organized   under  and  by  virtue 

of   the  laws  of  the  state  of   North  Dakota,   and   that   the   above   answers 
are  tnie. 
[Corporate  Seal] 

Subscribed  and  sworn  to  before  me  this day  of ,  19.  .  .  . 


Notary  Public. 

Form  170. 


APPOINTMENT  OF  ATTORNEY  BY  FOREIGN  CORPORA- 
TION. 

Know   All   Men  by   These  Presents;    That    ,  a   corporation 

organized,   existing  and   doing  business  under   and  by  virtue   of  the  laws 

of   the  state  of    ,  located  in   the  city  of    ,   in 

said  State,  does  hereby  constitute  and  appoint    ,  Secretary 

of  state  of  the  state  of  North  Dakota  and  his  successors  in  office,  its 
true  and  lawful  attorney,  duly  authorized  to  accept  service  of  process, 
and  upon  whom  all  process  in  any  action  or  proceeding  against  it  may 
be  served,  and  the  said  corporation  does  hereby  stipulate  and  agree  that 
any  process  which  may  be  served  upon  the  said  attorney  shall  be  of  the 
same  force  and  validity  as  if  served  upon  it  personally  in  this  state.  This 
appointment  shall  continue  in  force  and  shall  not  be  revoked  so  long  as 
any  liability  of  said  Corporation  remains  outstanding  in  this  state.     This 


232       CORPORATION  FORMS  AND  PRECEDENTS. 

appointment   is   executed  in  compliance  with  and  under  the  provisions  of 
Section  4697  of  Eevised  Codes  of  1905  of  the  state  of  North  Dakota, 

In  Witness  Whereof,  the  said  Corporation,  by  its  president,  has  caused 
these  presents,  to  be  executed,  sealed  with  its  corporate  seal  and  attested 
by  its  secretary,  this day  pf ,  A.  D.  191. . 


Attested:  President. 

Secretary. 

STATE  OF  ,) 

County  of \ 

On  this day  of ,  A.  D.  19 ,  before  me,  a  notary 

public  in  and  for  the  county  of ,  and  state  of   , 

personally  appeared   ,  president,  and   ,  secretary 

of  said  corporation,  and  each  being  duly  sworn  deposes  and  says  that 
they  are  the  president  and  secretary  respectively,  of  said  corporation  and  that 
jointly  they  have  full  right  and  authority  to  execute  and  sign  the  fore- 
going instrument  on  behalf  of  and  for  said  corporation,  and  that  the 
same  is  as  valid  and  binding  as  if  executed  and  signed  by  the  board  of 
directors  of  said  corporation. 


President. 
Secretary. 


Subscribed  and  sworn  to  before  me  this day  of 

A.  D.  191.. 


Notary  Public. 
See  generally  as  to  foreign  corporations,  Cook  on  Corporations,  §§  696- 
700;  Clark  &  M.,  Corp.,  §§834-865.  See  as  to  service  of  process  on 
foreign  corporations,  Cook  on  Corporations,  §§  758;  Clark  &  M.,  Corp., 
§  861.  See  also  Chesley  v.  Soo  Lignite  Coal  Co.,  19  N.  D.  18;  Sucker 
State  Drill  Co.  v.  Wirts  Bros.,  17  N.  D.  313;  Sioux  Eemedy  Co.  v.  Cope, 
133  N.  W.  (N.  D.)  683. 

Form  171. 
ANNUAL  REPORT  OF  FOREIGN  CORPORATION. 

Corporation  Report  for  191.. 

Of    (Under  Chapter  11,  Article  2.   Section  4186, 

R.  C.  1905.) 

Name  of  Corporation    , 

Principal  place  of  business  at    (City),  State  of    

Is  office  maintained  at  said  place?   

Nature   of  business    

Is  corporation  engaged  in  active  business  under  its  charter? 

Capital  stock  $ 

Officers  of  Corporation.  Postoffice.  Term  Expires. 

President 

Secretary     

Treasurer     

General  Manager 


STATE  FORMS.  233 

STATE  OF  ,(lgg. 

County  of   J 

J      ^    do    solemnly    swear    that    I    am    of 

^jjg   a  corporation  organized  under  and  by  virtue  of  the 

laws  of   the  state  of    ,  and  that  the  above  answers  are  true. 


Subscribed  and  sworn  to  before  rae  this day  of ,  191 . 

[Corporate  Seal]  Notary  PubUc. 


234      CORPORATION  FORMS  AND  PRECEDENTS. 

OHIO. 

Form  172. 
THESE  ARTICLES  OF  INCORPORATION 

of  The Company, 

Witnesseth,   That  we,  the  undersigned  *   of  whom  are 

citizens  of  the  state  of  Ohio,  desiring  to  form  a  corporation,  for  profit, 
under    the    general    corporation    laws    of    said    state,    do    hereby    certify: 

First.     The  name  of  said  corporation  shall  be  The Company. 

Second.     Said  corporation  is  to  be  located  at ,  in 

county,   Ohio,  and  its  principal  business  there  transacted. 

Third.     Said  corporation  is  formed  for  the  purpose  of    

Fourth.     The  capital  stock  of  said  corporation  shall  be dollars, 

($ ),  divided  into   ( )   shares  of   

dollars    ($ )    each. 

In  Witness  Whereof,  We  have  hereunto  set  our  hands,  this day 

of    A.    D.    19 


The  State  of  Ohio,  County  of ,  ss. 

Personally   appeared   before  me,   the   undersigned,  a    in 

and  for  said  county,  this day  of ,  A.  D.  19. . . .,  the 

above  named   ,  and ., 

who  each  severally  acknowledged  the  signing  of  the  foregoing  articles  of 
incorporation  to  be  his  free  act  and  deed,  for  the  uses  and  purposes  therein 
mentioned. 

Witness  my  hand  and  official  seal  on  the   day  and  year  last  aforesaid. 


The  State  of  O'hio,  County  of ,  ss. 

Ij ,  Clerk  of  the  Court  of  Common  Pleas,  within  and 

for  the   county   aforesaid,   do   hereby   certify   that    ,   whose 

name  is  subscribed  to  the  foregoing  acknowledgment  as  a , 

was  at  the  date  thereof  a ,  in  ar.d  for  said  county,  duly 

commissioned  and  qualified,  and  authorized  as  such  to  take  said  acknowl- 
edgment; and  further  that  I  am  well  acquainted  with  his  handwriting, 
and  believe  that  the  signature  to  said  acknowledgment  is  genuine. 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  affixed  the  seal 
of  said  Court,  at ,  this day  of ,  A.  D.  19 


Clerk. 
(Clerks  are  required  lo  use  this  Certificate  and  not  attach  their  own.) 
See  generally  notes  to  Forms  1,  5,  8,  and  11,  supra.     See  also  Warring 

-n   v.   Hocking   Valley  E,   Co.,   183   Fed.   133;   Summers  v.   Thomas   Mfg. 

0.,  82  Ohio  St.  338. 

♦("All"  or  "a  nujjority.'O 


STATE  FORMS.    .  235 

Form  173. 

FORMS  AND  SUGGESTIONS  RELATIVE  TO  THE  ORGAN- 
IZATION OF  STOCK  COMPANIES. 

These  forms  and  sut,'gt'st  ions  are  ai)plical)lc  to  I  lie  orj^anization  of  co- 
operative, electric  lighting,  gas,  manufacturing,  mercantile,  mining  oil, 
printing,  publishing,  railroad,  telephone  and  telegraph  companies  and  gen- 
erally to  corporations  having  a  capital  stock,  formed  for  various  purposes 
under  chapter  one,  title  two,  part  second,  of  the*  Revised  Statutes  of  Ohio, 
and  for  whose  organization  no  special  provision  is  made  in  the  subsequent 
chapters  of  said  title.  There  are  certain  classes  of  corporations,  whose 
powers  and  cajiacities  are  defined  by  special  provisions  of  the  Revised 
Statutes.  The  method  of  incorporating,  however,  and  the  form  of  appli- 
cation are  similar  to  corporations  created  under  the  general  statutes. 

Upon  the  filing  of  the  articles  of  incorporation,  a  copy  of  such  articles 
is  furnished  by  the  Secretary  of  the  State.  This  copy  should  be  entered 
in  a  blank  book  designed  to  be  a  permanent  record  of  proceedings  of  the 
incorporators,  of  the  stockholders,  and  of  the  directors  of  the  corporation, 
and  called  a  "Record  of  Proceedings."  This  book  should  be  sufficiently 
large  to  contain  a  record  of  all  the  proceedings  above  named.  If  the 
corporation  be  large  and  the  meetings  of  its  directors  frequent,  the  pro- 
ceedings of  stockholders  and  directors  may  be  recorded  in  different  books; 
but  generally  it  will  not  lead  to  confusion  if  the  proceedings  of  incorpo- 
rators, stockholders  and  directors  be  all  recorded  in  the  same  "Record  of 
Proceedings."  At  the  top  of  the  first  page  such  title  should  be  written 
as  will  identify  said  book,  e.  g.,  "Record  of  Proceedings  of  the  Incor- 
porators, Stockholders  and  Directors  of  (name  of  corporation)."  Imme- 
diately below  an  entry  should  appear,  in  substance  as  follows: 

"On  the   day  of   ,19 ,   and 

,  the  persons  named  below  as  subscribers  of  articles  of 

incorporation,  desiring  for  themselves,  their  associates,  successors  and 
assigns,  to  become  a  body  corporate,  in  accordance  with  the  general  cor- 
poration laws  of  the  State  of  Ohio,  under  the  name  and  style  of 

(name  of  the  corporation)  and  with  all  the  corporate  rights,  powers,  privi- 
leges and  liabilities  enjoyed  under  or  imposed  by  such  laws,  did  subscribe  and 
acknowledge,  as  required  by  law,  articles  of  incorporation  as  follows  to 
wit:  (Here  set  out  the  articles  in  full,  together  with  the  certificate  of 
acknowledgment  and  the  certificate  of  the  clerk  of  the  court  of  common 
pleas  as  to  the  official  character  of  the  officer  taking  such  acknowledgment)  ; 
which  articles,  together  with  the  certificate  of  acknowledgment  and  the 
certificate   of   the   clerk   of   the   court   of   common   pleas   as   to  the   official 

character  of  the  officer  taking  such  acknowledgment,  were,  on  the 

day  of ,  19.  . .  .,  duly  filed  in  the  office  of  the  Secretary  of 

State,  at  Columbus,  in  said  State,  and  by  him  recorded,  and  a  certified 
copy  thereof  by  him  furnished  to  said  subscribers." 

After  filing  the  articles  of  incorporation  in  the  office  of  the  Secretary 
of  the  State,  the  incorporators  must  meet  and  fix  a  time,  or  times,  and  a 
place,  or  places,  for  opening  books  of  subscription ;  make  an  order,  in 
writing,  fixing  the  time  or  times,  and  place  or  places  of  opening  such 
books  of  subscription.  This  notice,  if  given  by  a  majority  of  the  incorpo- 
rators only,  is  required,  to  be  published  at  least  thirty  days  in  some  news- 


236       CORPORATION  FORMS  AND  PRECEDENTS. 

paper  published  in  the  county  where  the  books  of  subscription  are  ordered 
to  be  opened.  The  notice  by  publication,  however,  may  be  waived,  in 
writing,  if  signed  by  all  the  incorporators.  The  order  (and  waiver,  if 
waived),  should  be  entered  on  the  record  of  proceedings  in  substantially 
the  following  form: 

"On  this   day  of    .  .  .  .,   19.  .  .  .,   all   the  incorporators 

of  (name  of  corporation)  met  at  (name  of  the  place  of  meeting),  to 
order  the  opening  of  books  of  subscription  to  the  capital  stock  of  said 
(name  of  corporation)  to  fix  the  time  (or  times)  and  place  (or  places) 
for  such  opening  and  to  waive  the  notice  of  such  opening  required  to  be 
given  by  law;  and  having  agreed  upon  such  time  (or  times)  and  place 
(or  places),  the  following  order  for,  and  waiver  of  notice  of,,  the  opening 
of  such  books  of  subscription,  was  made  in  writing  by  all  the  subscribers 
to  the  articles  of  incorporation  of  said  corporation: 

' '  The (name  of  the  corporation)  order  for,  and  waiver  of 

notice  of  the  opening  of  books  of  subscription. 

,    Ohio,     ,    19 

"The  undersigned,  being   ("all,"  or  a  "majority,")   of  the  subscribers 

to  the  articles  of  incorporation  of  The Company,  do  hereby 

order  that  books  be  opened  for  subscriptions  to  the  capital  stock  of  said 

company,  at ,  in  the of County, 

Ohio,   on  the day   of    ,   19 .  . . .,   at    o 'clock, 

....  m. ;  and  we  hereby  in  writing  ("waive"  or  "order")  the  notice 
by  publication  of  the  time  and  place  of  such  opening  of  books  of  subscrip- 
tion, required  by  law. 


Incorporators. ' ' 
On  the  day  ordered  for  the  opening  of  books  of  subscription  the  sub- 
scribers to  the  articles  of  incorporation  should  have  such  books  prepared. 
If  books  have  been  ordered  opened  at  one  place  only,  but  one  such  book 
will  be  needed;  otherwise  as  many  books  as  places  will  be  required.  This 
book  need  be  but  small.  Ordinarily  a  book  of  from  twelve  to  twenty 
pages  will  be  more  than  sufficient.  The  first  page  of  said  book  should  be 
entitled  and  ruled  in  substance  as  follows: 

' '  Subscriptions  to  the  capital  stock  of  The   Company. 

' '  We,  the  undersigned,  do  hereby  severally  subscribe  for  the  number  of 

shares  of  the  capital  stock  of  The   Company  set  opposite 

our   respective   names,    and   do   hereby   agree  to  pay   therefor  the  sum  of 
$ per   share. 

Names.  Shares. 


And  here  it  may  be  remarked,  parenthetically,  in  reference  to  stock, 
stock  certificates,  and  stock  books,  that  an  installment  of  ten  per  cent,  of 
each  share  of  stock  subscribed  shall  be  payable  at  the  time  of  the  making 
of   the   subscription,    and   the   residue   shall   be   paid  in   such   installments, 


STATE  FORMS. 


237 


and  at  such  times  and  places,  and  to  such  persons,  as  may  be  required 
by  the  directors  of  the  corporation.  (Sec.  3243,  R.  S.)  Moneys  paid  in 
on  subscriptions  should  be  charged  to  capital  on  the  business  ledger  of  the 
corporation.  On  such  business  ledger,  a  stock  subscription  account  should  be 
opened  with  each  subscriber,  and  when  the  amount  of  his  subscription  is 
all  paid  in,  the  account  should  be  closed.  Stockholders  who  have  paid  in 
the  whole  of  their  subscriptions  are  entitled  to  receive  certificates  of  their 
paid-up  stock;  and  the  president  and  secretary  of  the  corporation  should; 
on  demand  execute  and  deliver  to  each  such  stockholder  a  certificate  showing 
the  true  amount  of  the  stock  by  him  held  in  the  corporation.  It  is  the 
duty  of  the  directors,  when  organized,  to  keep  a  re<^ord  of  all  stock  sub- 
scribed and  transferred,  and  of  the  secretary  or  recording  oflBcer  to  register 
therein  all  subscriptions  and  transfers  of  stock.  For  that  purpose  V>ook8 
are  required  to  be  kept,  and  whenever  any  certificate  or  certificates  of 
stock  are  assigned  and  delivered  by  a  stockholder,  the  assignee  shall  bo' 
entitled,  on  demand,  to  have  the  same  duly  transferred  upon  said  books, 
by  such  secretary  or  recording  officer,  whose  duty  it  shall  be  at  the  same 
time  to  enroll  therein  also  the  name  of  said  assignee  as  stockholder.  (See 
3254,  R.  S.,  as  amended,  81  Ohio  Laws,  196.)  The  corporation  must  have 
a  "Book  of  Stock  Certificates."     The  following  is  a  form  in  common  use: 


Certificate  No 

for    Shares 

Issued  to  


Dated   ,  19. 


Transferred  from 

Dated   ,  19.... 

No.    Original    Certifi- 
cate     

No.     Original     Shares 

No.  of  Shares  Trans- 
ferred     

Received    this    Certifi- 
cate : 


No The Company     ....  Shares 

Capital,  $ Shares. 

Par  Value,  $ each 

This  Certifies,  That    

is  the  holder  of Shares  of 

Dollars,  each,  fully  paid  up,  of  the  Capital 
Stock  of  The Company,  trans- 
ferable only  on  the  books  of  the  Company, 
in  person  or  by  attorney,  on  the  surrender  of 
this  certificate. 

Witness  the  seal  of  said  Company  and  the 
signatures  of  its  President  and  Secretary,  at 

,  Ohio,  this  ....  day  of , 

19 


Seal] 


L 


Secretary. 
President. 


On  the  back  of  the  certificate  is  usually  printed  a  blank  assignment, 
the  form  of  which  may  be  as  follows: 

For  Value  Received,  I  hereby  sell,  transfer  and  assign  to    

of  the  shares  of  capital  stock  within  mentioned,  and  authorize  the  Secre- 
tary to  make  the  necessary  transfer  on  the  books  of  the  Company. 

Witness  my  hand  this day  of   19.  . .  . 


Witnessed  by: 


238   CORPORATION  FORMS  AND  PRECEDENTS. 

The  record  of  stock  transfers  is  kept  in  various  ways.  Some  corpora- 
tions keep  one  transfer  book  only,  its  form  combining  the  features  of  a 
journal  and  ledger.  But  the  better  practice  is  to  keep  both  a  stock  journal 
and  a  stock  ledger.  By  the  aid  of  these  books  the  history  of  each  share 
of  stock  can  be  traced  at  all  times,  however  often  it  may  have  been 
transferred.  There  are  many  forms  of  such  journals  and  ledgers,  almost 
every  bookkeeper  having  his  own  ideas  on  the  subject.  The  following 
forms   will  be   readily   understood,   and  answer  the   main  purpose  desired: 

STOCK  JOURNAL. 


STOCK  CANCELLED. 

STOCK  ISSUED. 

s 

a 

S 

We,    the     under- 

^ 

CS 

to 

signed,    hereby 

a 

0) 

£ 

0) 

acknowledge 
the    receipt    of 

u 

To  Whom 

to 

the     stock     set 

u, 

By  Whom 

o 

O 

U3 

a 

Assigned 

O 

tc 

opposite  our 

* 

Assigned 

•w 

and  Issued 

£ 

0 

0 

e 

respective 

< 

fH 

u 

u 

3 

names: 

0 

i 

(D 

"S 

4) 

s 

% 

■a 

S 

Ml 

•o 

9 

a 

a 

P 

'A 

u 

1896 

1896 

Jan. 2 

The  Ohio 
Company 

Jan.  2 

John  Jones 

1 

1 

10 

$1000.00 

John  Jones 

Feb.l 

John  Jones 

1 

1 

10 

Feb.  29 

Wm.  Smith 

26 

32 

10 

1000.00 

Wm.  Smith 

STOCK  LEDGEE. 


John  Jones,  Columbus 

,  Ohio 

5 

03 

T3 

B 

e 

(D 

a 

c 

0 

o 

"3 

c 

u 

a 
c 

g  C3 
SO 

From  or  to  Whom  Transferred 

So 

Date  of  Assig 

0 

S 

•S 
£ 

1896 

1896 

Jan.  2 
Feb.  29 

From  the  Ohio  Company 
To  William  Smith 

1 

Jan.  2 

$1000.00 

$1000.00 

1 

1 

82 

Feb.l 

$1000.00 

The  hypothetical  entries  which  appear  in  the  last  two  forms  indicate 
that  on  January  2d,  1896,  John  Jones  subscribed  for  ten  shares  of  the 
capital  stock  of  The  Ohio  Company,  of  the  total  par  value  of  $1,000.00; 
that  his  ledger  account  is  on  Folio  No.  1  of  the  Stock  Ledger;  that  the 
number  of  stock  certificates  issued  to  him  for  such  ten  shares  is  No.  l; 
that  he  has  received  and  receipted  for  such  certificate;  that  on  February 
Ist,  1896,  he  assigned  the  whole  of  said  ten  shares  to  William  Smith;  that 
on  February  29th,  1896,  said  Smith  presented  said  certificate  to  the  secre- 
tary for  transfer,  and  that  a  new  certificate  was  issued  to  him,  numbered 
,32,  which  was  received  and  receipted  for;  that  the  further  history  of 
said  ten  shares  begins  in  the  ledger  account  of  said  Smith,  on  Ledger 
Folio  No.  26;  that  when  said  John  Jones  subscribed  for  said  shares,  he 
was  debited  in   the  ledger  account  with  their  par  value,  $1,000.00:    t^hat 


STATE  FOKMS.  230 

wlien  he  sold  the  snmc  to  said  Rmlth,  he  Tvna  credited  with  the  same 
amount;  and  that,  as  the  debit  and  credit  cuiiiiims  in  his  ledger  account 
then  balanced,  this  showed  that  his  stock  account  was  closed,  and  that  he 
was  no  longer  a  stockholder  in  the  company,  having  been  succeeded  by  said 
William  Smith,  as  to  his  whole  holding  of  stock.  Had  John  Jones  sold 
his  stock  to  more  than  one  person,  it  would  have  been  necessary  to  open 
an  account  in  the  stock  ledger  with  each  assignee.  These  forms  can  be 
changed  to  meet  the  individual  tastes  of  any  book-keeper;  but  whatever 
be  the  forms  adopted,  the  facts  set  out  in  the  last  two  forms  should  appear 
in  some  shape  or  other  in  the  forms  adopted. 

As  soon  as  ten  per  cent,  of  the  caj)ital  stock  of  the  corporation  is  sub- 
scribed, the  subscribers  of  the  articles  of  incorporation,  or  a  majority  of 
them,  shall  so  certify  in  writing  to  the  Secretary  of  State,  as  required  by 
Section  3244  of  the  Eevised  Statutes,  as  amended,  91  Ohio  Laws,  3U4.  An 
entry  should  appear  on  the  record  of  proceedings,  showing  that,  and  when, 
and  how  such  certificate  has  been  forwarded.  With  such  certificate  the 
sum  of  two  dollars  should  be  transmitted,  the  sum  due  the  State  for  filing, 
recording  and  furnishing  certified  copy  of  same.  Such  entry  and  certificate 
should  be  in  substance,  as  follows: 

"On  this day  of ,  19. . . .,  ten  per  cent,  of  the 

capital  stock  of  (name  of  corporation)  having  been  subscribed,  we  being 
all  (or  a  majority  of)  the  subscribers  of  the  articles  of  incorporation  of 
said  corporation,  desiring  to  certify  that  fact  to  the  Secretary  of  the 
State,  under  and  in  accordance  with  the  provisions  of  Section  3244  of  the 
Revised   Statutes   of   Ohio   have   made,   executed   and    deposited    in    the 

post-ofiice   at    ,   properly   stamped    and    addressed    to   the 

Secretary  of  State,  Columbus,  Ohio,  a  certificate  of  which,  the  following 
is  a  true  and  correct  copy: 

* '  '  The   (name   of  corporation.) 

'certificate  of  subscription. 

'  To  the  Jrfecretary  of  State,  Columbus,  Ohio : 

,  Ohio, ,  19 

'We,  the  undeiTsigned,  incorporators  of  The   Company, 

do   hereby  certify,   that  on   the    day  of    ,   19...., 

all  the  incorporators  of  said  Company  did  order,  in  -writing,  that  books  be 

opened  for  subscriptions  to  the  capital  stock  of  said  Company,  at , 

on  the    day  of    ,   19....,  at    o'clock, 

M. ;  and,  at  the  same  time,  did  waive  in  writing  the  notice  of  publi- 
cation cf  the  time  and  place  of  such  opening  of  books  of  subscription 
required  by  law;  and  further,  said  books  having  been  opened  at  the  time 
and  place  ordered,  that  ten  per  cent,  of  the  capital  of  said  company  has 
been  subscribed. 

(Note — If  the  notice  of  the  time    

and   place  of  opening  of  books  of    

subscription    is    not    waived   by    all    

the  incorporators,  the  above  notice    

should  be  changed  so  as  to  show  the    

fact   of   publication   as  required   by    

law.)  '     '" 

At  this  point  the  duties  of  the  subscribers  to  the  articles  of  incorpora- 


240       CORPORATION  FORMS  AND  PRECEDENTS. 

tion  in  the  organization  of  the  corporation  cease  (except  as  hereinafter 
stated),  and  it  is  customary  for  them  to  place  upon  the  record  a  certificate 
as  to  the  correctness  of  their  proceedings,  as  it  is  impossible  for  th* 
secretary  thereafter  elected  to  make  the  same.  Such  certificate  may  be 
in  the  following  form: 


" ,    19.... 

"We,  the  undersigned,  do  hereby  certify,  that  the  foregoing  is  a  true  and 
correct  record  of  the  proceedings  by  us  had  as  subscribers  to  the  articles  of 
incorporation  of  (name  of  the  corporation)  in  the  creation  and  organization 
of  said  corporation,  and  we  do  hereby  agree  that  the  first  meeting  of  the 

stockholders  thereof  is  called  to  meet  at  (place  of  meeting),  on , 

the day  of ,  19 .... ,  for  the  election  of 

directors,  and  the  transaction  of  such  other  business  as  may  come  before  such 
meeting. 


Incorporators." 
It  then  becomes  the  duty  of  the  subscribers  to  the  articles  of  incorporation 
to  notify  the  subscribers  for  stock  of  the  time  and  place  of  the  first  stock- 
holders' meeting;  but  the  statute  provides  that  in  case  all  the  subscribers  for 
stock  are  present  in  person  or  by  proxy,  such  notice  may  be  waived  in  writing. 
(Sec.  3244,  E.  S.,  as  amended,  91  Ohio  Laws,  304.)  The  general  practice  is 
for  the  stockholders  to  meet  and  waive  such  notice.  If  for  any  reason  any 
subscriber  cannot  be  present  his  proxy  must  be  obtained.  This  waiver  must 
be  signed  by  all  the  subscribers  to  capital  stock  (in  person  or  by  proxy),  in 
order  to  be  effective,  and  must  be  entered  on  the  records  of  the  company.  It 
may  form  a  part  of  the  minutes  of  the  first  stockholders'  meeting.  This 
waiver  having  been  entered  on  the  records,  and  then  subscribed  by  all  the 
subscribers  to  capital  stock,  some  one  of  such  subscribers  shall  call  the  meet- 
ing to  order.  The  first  thing  in  order  is  the  election  of  a  chairman  and 
secretary.  The  second  is  the  adoption  of  a  code  of  regulations.  Every  cor- 
Xwration  may  adopt  a  code  of  regulations  for  its  government,  not  incon- 
sistent with  the  constitution  and  laws  of  this  state.  (Sec.  3249,  B.  S.)  Such 
regulations  may  be  adopted  or  changed  by  the  assent  thereto  in  writing,  of 
Iwo-thirds  of  the  stockholders  or  by  a  majority  of  the  stockholders  at  a  meet- 
ing held  for  that  purpose,  notice  of  which  has  been  given  by  the  acting 
president  personally  to  each  stockholder,  or  by  publication  in  some  news- 
j)aper  in  general  circulation,  in  the  county  in  which  the  corporation  is  located. 
(Sec.  3251,  K.  S.)  It  is  usual,  as  soon  as  a  chairman  and  secretary  are 
elected,  for  some  one  to  move  for  the  appointment  of  a  committee  to  pre- 
pare a  code  of  regulations.  Such  committee  having  been  a])pointed,  a  short 
recess  may  be  taken  to  enable  it  to  prepare  its  report.  Corporations,  by  their 
regulations,  when  no  other  provision  is  specially  made  by  law,  may  provide 
for 

1.  The  timo,  place  and  manner  of  calling  and  conducting  its  meetings 

2.  The  number  of  stockholders  constituting  a  quorum. 


STATE  FORMS.  241 

3.  The  time  of  the  annual  election  for  directors,  and  the  mode  and 
manner  of  giving  notice  thereof. 

4.  The  duties  and  compensation  of  officers. 

5.  The  manner  of  election,  or  appointment,  and  the  tenure  of  oflSce, 
of  all  officers  other  than  directors.      (Sec.  3252,  E.  S.) 

The  committee  having  reported  a  code  of  regulations,  the  votes  of  the 
holders  of  at  least  two-thirds  of  the  capital  stock  of  the  corporation  are 
required  to  adopt  the  regulations  proposed.  And  when  it  appears  that 
the  holders  of  two-thirds  of  the  capital  stock  are  in  favor  of  the  regula- 
tions, as  proposed  by  the  committee,  or  as  amended  by  the  stockholders 
after  the  committee  has  reported,  then  such  regulations  should  be  ordered 
spread  upon  the  record,  and  there  assented  to  in  writing  by  the  holders 
of  at  least  two-thirds  of  the  capital  stock  of  the  corporation.  The  stock- 
holders having  adopted  regulations,  the  election  of  the  first  board  of 
directors  is  then  in  order.  J)irectors  shall  be  chosen  by  ballot  by  the  stock- 
holders i)resent  in  person  or  by  proxy.  Each  share  shall  entitle  the 
owner,  or  the  holder  of  his  proxy,  to  as  many  votes  as  there  are  directors 
to  be  elected,  and  a  plurality  of  votes  shall  be  necessary  for  a  choice. 
The  subscribers  to  the  articles  of  incorporation,  or  such  of  them  as  may 
be  present,  shall  be  inspectors  of  such  election,  and  shall  certify  what 
persons  are  elected  directors,  and  appoint  the  time  and  place  for  holding 
their  first  meeting.      (Sec.  3245,  K.  S.) 

At  the  time  and  place  fixed  by  the  inspectors  of  election  aforesaid,  the 
directors  should  meet  and  hold  the  first  directors'  meeting.  Usually, 
this  is  held  immediately  after  .and  at  the  same  place  as  the  first  meeting 
of  the  stockholders.  At  .this  meeting  the  directors  elect  the  officers  of  the 
corporation,  unless  the  regulations  of  the  corporation  otherwise  provide 
for  their  election  or  appointment,  which  is  seldom  the  case.  The  regula- 
tions, however,  may  and  should  provide  the  manner  of  election  or  appoint- 
ment, and  the  tenure  of  office  of  all  officers  other  than  the  directors;  and 
where  provision  is  not  made  for  the  election  of  officers  by  the  directors, 
it  is  generally  provided  that  such  officers  shall  be  elected  by  the  stock- 
holders themselves.  The  directors  may  adopt  a  code  of  by-laws  for  their 
government,  which  they  may  change  at  pleasure.  (Sec.  3250,  K.  S.)  The 
regulations  adopted  by  the  stockholders  are  sometimes  miscalled  "by-laws" 
or  a  "constitution,"  but  the  application  of  these  terms  to  the  "regula- 
tions" adopted  by  the  stockholders  is  not  recognized  in  the  statute.  The 
minutes  of  the  first  stockholders'  meeting  may  be  in  the  following  form: 

<  i 

" ,  19.  . 

"Pursuant  to  formal  notice  given  by  the  subscribers  to  the  articles  of 
incorporation  of  (name  of  corporation)  to  the  subscribers  to  the  capital 
stock  of  said  corporation  to  meet  at    (name  of  the  place  of  meeting),  on 

the day  of ,  19 at o  'clock, M.,  for 

the  purpose  of  electing  the  first  board  of  directors  of  said  corporation,  and 
of  transacting  such  other  business  as  might  come  before  said  meeting, 
all  of  the  subscribers  of  the  capital  stock  aforesaid  met  at  the  time  and 
place  above  named,  and  thereupon,  in  person  or  by  proxy,  did  all  execute 
a  waiver  of  notice  of  the  first  stockholders'  meeting  of  said  corporation, 
which  waiver  appears  here  upon  this  record  of  proceedings  of  said  cor- 
poration  in  the  words  and   figures   following: 


242       CORPORATION  FORMS  AND  PRECEDP]NTS. 

' '  The « (name  of  the  corporation.] 

' '  WAIVER   OF   NOTICE   OF   FIRST    STOCKHOLDERS '    MEETING. 

"We,  the  undersigned,  being  all  of  the  subscribers  to  the  capital  stock 

of  The Company,  and  being  all  this  day,  at 

o  'clock,    M.,  present,  in  person  or  by  proxy,  as  appears  below,  at 

the  first  stockholders'  meeting  of  said  Company  to  elect  directors,  held  at 

,  in  the   of    County, 

Ohio,  do  hereby  waive  the  notice  of  such  meeting  required  by  law: 

"Names  of  Stockholders.  Names  of  Proxies.  No.  of  Shares. 


"John  Jones  was  chosen  chairman  and  William  Smith  secretary,  of  said 
meeting. 

"On  motion  of  David  Brown  it  was  resolved  that  the  chairman  appoint 
a  committee  of  three  to  prepare  a  code  of  regulations  for  the  government 
of  this  corporation. 

'  *  The  chairman  appointed  David  Brown,  Samuel  Miller  and  Eobert  Allen 
as  such  committee. 

' '  A  recess  was  then  taken  until o  'clock, M. 

"At 0 'clock, M.,  the  meeting  reconvened,  and  the 

committee  on  regulations  being  called  upon  by  the  chairman  for  its  report, 
reported  and  recommended  the  adoption  of-  the  following  code  or  regula- 
tions:   (here  set  out  the  proposed  code  of  regulations.) 

"On  motion  of  James  Wilson,  300  shares  (the  entire  capital  stock  of  the 
corporation)  being  cast  in  the  affirmative,  and  no  shares  of  the  stock  being 
cast  in  the  negative,  it  was  resolved  that  the  code  of  regulations  heretofore 
set  forth  be  adopted  as  the  code  of  regulations  governing  this  corporation, 
and  that  the  written  assent  of  the  stockholders  favoring  the  adoption  of 
such  resolutions  be  recorded  in  the  minutes  of  this  meeting. 

' '  Thereupon  the  following  written  assent  to  the  adoption  of  the  code 
of  regulations  aforesaid  was  entered  in  these  minutes  and  subscribed  by 
all  (the  holders  of  at  least  two-thirds  of  the  stock  must  subscribe  such  assent 
in  order  to  make  it  effective")   of  the  stockholders  of  this  corporation: 


" ,  19.. 

"We,  the  undersigned,  being  the  owners  of  the  number  of  shares  of  the 
capital  stock  of  (name  of  corporation)  set  opposite  our  respective  names, 
do  hereby  assent,  in  writing,  to  the  adoption  of  the  code  of  regulations 
hereinh»efore  set  forth  for  the  government  of  this  corporation: 

' '  Names.  Number  of  Shares. 


' '  The  code  of  regulations  having  been  thus  adopted,  the  chairman  declared 
the  election  of  a  board  of  directors  to  be  the  next  thing  in  order. 

"On  motion  of  Peter  White  it  was  resolved  that  the  board  of  directors  of 
this  corporation  consist  of  five  directors.     (See  Sec.  3240,  R.  S.,  as  amended, 


STATK   FORMS.  243 

85  Ohio  T^aws,  166.  A  corporation  imist  have  not  less  than  five  nor  more 
than  fifteen  directors,  which  number  should  be  fixed  by  motion  as  herein 
set  forth.  This  number,  when  once  fixed  can  afterwards  be  increased  or 
diminished,  in  accordance  with  the  provisions  of  Sec.  3267  of  the  Revised 
Statutes,  as  amended,   83   Ohio  Laws,   163.) 

"An  election  for  directors  was  then  held. 

"The  names  of  John  Junes,  William  .Smith,  David  Brown,  Samuel  Miller, 
Robert  Allen,*  James  Wilson  and  Peter  White  were  phued  in  nomination 
as  candidates  for  the  office  of  directors. 

"James  Wilson  and  Peter  White  withdrew  their  names. 

"No  othe  •  names  "being  proposed,  a  ballot  was  then  had. 

"James  Wilson  and  Peter  White,  being  the  only  two  subscribers  to  the 
articles  of  incorporation  of  "this  corporation  present,  were  requested  by 
the 'chairman  to  act.  as  inspectors  of  the  election. 

"Said  election  having  been  had,  the  following  entry  was  here  made  upon 
this  record  of  proceedings  by  said  insjiectors,  certifying  the  result  of  said 
election,  and  appointing  a  time  and  i)lace  for  the  holding  of  the  directors' 
first  meeting.  (Sec.  3245,  R.  S.) 


" ,   19.. 

"We,  the  undersigned,  being  the  only  subscribers  to  the  articles  of  inco'"- 
poration  of  (name  of  the  corporation)  present  at  the  first  meeting  of  the 
stockholders  of  said  corporation,  held  at  (place  of  meeting),  on  (time  of 
meeting),  do  hereby  certify,  that  at  an  election  for  directors  held  at  such 
meeting,  and  at  which  we  acted  as  inspectors  of  such  election,  three  hundred 
shares  of  the  capital  stock  of  said  corporation  were  cast  in  favor  of  the 
election  of  John  Jone?,  William  Smith,  David  Brown,  Samuel  Miller  and 
Robert  Allen,  as  directors  for  said  corporation  and  no  votes  were  cast 
in  favor  of  the  election  of  any  other  person.  And  we  do  further  certify, 
that  at  said  election,  the  said  John  Jones,  William  Smith,  David  Brown, 
Samuel  Miller  and  Robert  Allen  were  each  duly  elected  to  the  office  of  direc- 
tor of  said  corporation,  to  hold  their  said  offices  until  the  next  annual  election 
of   directors   held   by  the   stockholders   of  said   corporation,   or  until   their 

successors  are  elected  and  qualified;  and  we  do  hereby  appoint , 

the day  of ,19 ,  at o'clock  ....  M., 

as  the  time,  and   (place  of  meeting)   as  the  place  for  the 

holding  of  the  first  meeting  of  said  directors. 

"James  Wilson, 
"Peter  AVhite. 

"There  being  no  further  business  Lefore  the  meeting,  on  motion  of  Robert 
Allen  the  same  adjourned. 

"Attest:  '  .   "John  Jones,  Chairman. 

"William  Smith,  Secretary." 

At  the  time  and  place  appointed,  the  directors  should  meet  and  conclude 
the  organization  of  the  corporation,  electing  their  officers  (unless  the  same 
have  been  otherwise  provided  for  by  the  regulations),  adopting  bylaws 
(should  they  be  deemed  necessary),  and  make  proper  provision  for  begin- 
ning the  busiiu'ss  of  the  corj)oratian. 

(The  foregoing  is  taken  from  the  data  furnished  by  the  Secretary  of 
State  of  Ohio  for  the  organization  of  corporations  organized  under  the 
laws  of  Ohio,  and  contains  valuable  information  and  suggestions  for 
organization  under  the  laws  of  other  States.) 


244      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  174. 

CERTIFICATE   OF   DISSOLUTION   OF   A   CORPORATION 

FOR  PROFIT. 

(Where  instalments  of  its  capital  stock  have  been  paid. — Section  5674a.) 

,   President,   and    ,   Secretary,   of 

The Company,  duly  authorized  in  the  premises,  and  act- 
ing on  behalf  of  said  corporation,  do  hereby  certify  that  said  corporation  has 
completely  closed  its  business,  and  paid  all  its  debts  and  liabilities;  that  a 
majority  of  the  directors  of  said  corporation,  desiring  to  surrender  its  cor- 
porate authority  and  franchises,  duly  called  a  meeting  of  the  stockholders  of 

said  corporation,  by  publication  for  four  weeks  in  the  *   , 

a  newspaper  of  general  circulation  in '. County,  and  by  writ- 
ten notice  to  each  stockholder  whose  residence  is  known,  of  the  object,  time 

and  place  thereof,  to  be  held  at  the  office  of  said  corporation,  at , 

in County,  Ohio,  on  the day  of ,  A.  D. 

19.  ...  ;  that  at  said  meeting  of  said  stockholders  held  on  said  date,  in  pur- 
suance of  said  notice,  it  was,  by  the  vote  of  all  of  the  stockholders  of  said 
corporation  present,  in  person  or  by  proxy.  ^ 

' '  Eesolved,  That  The Company,  having  completely  closed 

its  business,  and  paid  all  its  debts  and  liabilities,  hereby  surrenders  and 
abandons  its  corporate  authority;  and,  further,  that  the  President  and 
Secretary  of  said  corporation  be  instructed  to  file  a  certificate  thereof  with 
the  Secretary  of  State;  "  which  is  done  accordingly. 

In  Witness  Whereof,  The  aforesaid   ,  President,  and 

,   Secretary,   of   The    Company,  acting 

for  and  on  behalf  of  said  corporation,  have  hereunto  set  their  hands,  and 

caused  the  seal  of  said  corporation  to  be  affixed,  this day  of , 

A.  D.  19 

The Company, 

[Seal]  By   ,  President. 

,  Secretary. 

See   generally  Cook   on   Corporations,   §   628. 

Form  175. 

ANNUAL  REPORT  OF  A  DOMESTIC  CORPORATION,  FOR 

PROFIT. 

,    191.. 

To  the  Tax  Commission  of  Ohio,  Columbus,  Ohio: 

The  undersigned,  a  corporation,  organized  under  the  laws  of  Ohio,  for 
profit,  in  compliance  with  an  act  of  the  General  Assembly  of  the  State  of 
Ohio,  entitled,  "An  act  to  create  a  tax  commission,  define  its  powers  and 
duties,  and  to  repeal  sections  258,  5415  to  5431,  inclusive,  5445  to  5542 
inclusive,  and  5602  to  5617  inclusive  of  the  General  Code,"  passed  May 
10,   1910,  hereby  makes  the  following  report. 

1.     The   name    of    the    corporation    is    The    

Company. 

*  The  statute  does  not  authorize  the  waiver  of  this  notice  by  the  stock- 
hoiders. 


statp:  forms. 


24: 


2.  The   location    of   its    principal    office    is    ,    County    of 

,  State  of  Ohio. 

3.  The   names   of   its   President,   Secretary,   Treasurer   and    Members  of 
the  Board  of  Directors,  with  the  postofHce  address  of  each  are  as  follows: 


Name. 


Address. 


President 
Secretary 
Treasurer 


Board  of  Directors- 


9. 

10. 

11. 
is  .  .  . 
.     12. 

13. 
filing 


4.  The  date  of  the  annual  election  of  its  officers  is  

5.  The  amount  of  its  authorized  capital  stock  is .$ 

6.  The  number  of  shares  of  its  capital  stock  is   

7.  The  par  value  of  each  share  of  its  capital  stock  is .$ 

8.  The  amount  of  its  capital  stock  subscribed  is $ 

The  amount  of  its  capital  stock  issued  and  outstanding  is  $ 

The  amount  of  its  capital  stock  paid  up  is $ 

The  nature  and  kind  of  business  in  which  the  company  is  engaged 

Its  place  or  places  of  business  are  as  follows :   

The  change  or  changes,  if  any,  in  the  above  particulars  made  since 
the  last   annual  report,  are  as  follows: 
Date.  Amount  of  Increase.  Date.  Amount  of  Eeduction. 


14.     Was  the  company  incorporated  prior  to  November  1,  19.  .  .  ? 

In  Witness  Whereof,  Said  corporation  has  caused  its  corporate  seal  to 
be  hereto  attached,   and  this  report  to  be  executed  by  its  President  and 

Secretary,  this   day  of    ,  19 ... . 

The Company, 

By 

President. 


[Seal]  «  Secretary. 

STATE   OF    ,    ) 

(  ss: 
County   of    ^ 

,  being  duly  sworn,  deposes  and  says  that  he  is  the 

of    The     Company ;    that    he 

executed  the  foregoing  report  in  the  name  of  and  on  behalf  of  said  cor- 
poration, and  caused  its  corporate  seal  to  be  thereto  affixed ;  that  ho  '  a." 
authorized  to  make  said  statement,  and  to  execute  the  same,  dv  auttioriiT 
of  the  corporation  and  further,  such  corporation  has  not  during  the  pre- 
ceding year,  directly  or  indirectly  paid,  used  or  offered,  consented  or  agreed 


246   CORPORATION  FORMS  AND  PRECEDENTS. 

to  pay  or  use,  any  of  its  money  or  property  for,  or  in  aid  of,  any  political 
party,  committee  or  organization,  or  for,  or  in  aid  of,  any  candidate  for 
political  office,  or  for  nomination  for  any  such  office,  or  in  any  manner 
used  any  of  its  money  or  property  for  any  political  purpose  whatever  or 
for  the  reimbursement  or  indemnification  of  any  person  or  persons  for 
moneys  or  property  so  used,  and  that  he  is  an  officer  of  said  corporation, 
having  knowledge  of  the  facts  herein  set  forth,  and  that  the  statements 
contained  in  said  report  and  in  this  affidavit  are  true. 

Sworn  to  before  me,  and  subscribed  in  my  presence,  this day  of 

,  A.  D.  19 

[Seal] 

(Do  not  omit  the  affidavit.  The  law  requires  that  the  report  must  be 
signed  and  sworn  to  before  an  officer,  authorized  to  administer  oaths,  by 
the  president,  vice  president,  secretary,  or  general  manager  and  forwarded 
to  the  Commission  during  the  month  of  May.) 

Form  176. 
AMENDMENT   OF  ARTICLES   OF  INCORPORATION. 

(Under  Sections  8719  to   8723  inclusive  of  the  General  Code.) 

The  articles  of  incorporation  of  a  corporation  formed  under  general  laws, 
may  be  amended  as  follows: 

(o.)  So  as  to  change  the  corporate  name;  but  no  corporation  shall 
change  its  name  by  amendment  to  one  already  appropriated,  or  to  one  likely 
to  mislead  the  public, 

(b.)      So  as  to  change  the  location  of  a  corporation. 

(c.)  So  as  to  modify,  enlarge  or  diminish  the  purposes  for  which  the 
corporation  is  formed;  but  the  capital  stock  of  a  corporation  cannot  be 
increased  or  diminished  by  amendment;  nor  can  its  original  purpose  be 
substantially  changed  by  amendment;  nor  shall  any  corporation  by  amend- 
ment adopt  a  purpose  which  is  unlawful. 

(d.)  So  as  to  add  thereto  anything  omitted  from,  or  which  might  law- 
fully have  bein  provided  for  in  such  articles  originally. 

1.  Such  amendments  can  only  be  made  by  a  vote  of  the  holders  of  three- 
fifths  of  the  capital  stock  then  subscribed,  of  a  corporation  having  a  capital 
stock;  or  by  a  vote  of  three-fifths  of  the  members  of  a  corporation  having 
no  capital  stock. 

2.  Such  amendments  may  be  made  at  any  meeting  of  the  stockholders  or 
members  of  a  corporation,  of  which  meeting,  and  of  the  business  to  come 
before  the  same,  thirty  days'  notice  has  been  given  by  a  majority  of  the 
trustees -or  directors  of  said  corporation,  in  a  newspaper  published  and  of 
general  circulation  in  the  county  wherein  the  corporation  is  located.  Such 
notice  may  be  in  the  following  form : 

NOTICE  NO.  1. 

Notice  is  hereby  given  to  the  stockl^olders  [or  members]  of  [7iame  of  the 

corporation],  that  on   ,  the  day  of  , 

19....,  at  [the  place  of  meeting],  there  will  be  a  meeting  of  the  stock- 
holders [or  members]  of  [name  of  the  corporatioii],  to  consider  the  subject 


STATE   FORMS.  247 

of  amending  the  articles  of  incorporation  of  said  [name  of  (he  corporation \. 
[The  contemplated  amendment  may  be  set  forth  m  the  notice,  hnt  it  i.s  proba- 
bly unnecessary. \ 


[Signatures  of  a  majority  of  the  board  of  directors  or  trustees.] 
A  copy  of  the  notice,  together  with  proof  of  publication,  should  be  entered 
in  the  corporate  minutes. 

Whenever  all  of  the  stockholders,  or  members,  consent  thereto  in  writ- 
ing, such  notice  may  be  waived.  Such  waiver  may  be  in  the  following 
form: 

WAIVER  OF  NOTICE  NO.    1. 

:.,  Ohio,   ,  19 

We,  the  undersigned,  being  all  the  stockholders  [or  members]  of  [name 
of  the  corporation]^  do  hereby  waive  the  giving  of  the  notice  required  by 
law  of  the  meeting  to  be  held  by  the  stockholders  [or  members]  of  said 
[name  of  the  corporation] ,  on  [time  of  the  meeting]^  at  [place  of  the 
meeting],  which  meeting  has  been  called  by  a  majority  of  the  board  of 
directors  [or  trustees]  of  said  [name  of  the  corporation]  for  the  purpose 
of  considering  the  subject  of  amending  the  articles  of  incorporation  of 
said  [name  of  the  corporation].*  [The  proposed  amendment  may  also  be  set 
forth  in  the  waiver]  ;  thus,  beginning  at  the  *,  "so  as  to  change  the  name 
of  said  corporation  from  [its  present  name],  to  [the  name  proposed]." 


&c.         &c.         &c.         &c.        &c. 
[Names  of  all  the  stockholders  (or  members)  of  the  corporation.] 
This  waiver  should  be  entered  on  the  minutes.     When  signed  by  stock- 
holders, the  number  of  shares  of  stock  held  by  each  should  appear  opposite 
their  respective  names. 

3.  Such  notice  having  been  given,  or  waiver  made,  a  resolution,  pro- 
viding for  the  amendment,  must  be  offered  at  the  meeting  held  to  con- 
sider the  subject  of  making  same.  This  resolution,  in  order  that  the  same 
may  be  carried,  must  receive  a  three-fifths  vote  of  the  stockholders  or 
members.     It  may  be  in  the  following  form: 

AMENDMENT. 

Resolved,  That  the  articles  of  incorporation  of  [name  of  the  corpora- 
tion] be  and  the  same  are  hereby  amended,  so  that  [.fet  forth  the  proposed 
amendment]. 

4.  Said  resolution  having  carried  by  a  three-fifths  vote,  before  the 
amendment  can  take  effect  notice  thereof  must  be  given  by  the  secretary 
of  the  corporation  for  three  consecutive  weeks  in  some  newspaper  of  gen- 
eral circulation  i^  the  county  wherein  the  corporation  is  located.  This 
notice  may  be  in  the  following  form; 


248   CORPORATION  FORMS  AND  PRECEDENTS. 

NOTICE   NO.    2. 

To   Whom   it   may  Concern: 

Notice  is  hereby  given,  that  on ,  the day  of , 

19....,  at  a  meeting  of  the  stockholders  [or  viembers\  of  [name  of  the 
corporation]^  held  at  [place  of  meeting]^  it  was,  by  a  vote  of  more  than 
three-fifths  of  its  stockholders  [or  members],  Resolved,  That  [set  forth  the 
resolution  adopted]. 


Secretary  of  [name  of  the  corporation]. 
This  notice  may  be  waited  whenever  aix  the  stockholders,  or  members, 
consent  thereto  in  writing.     This  waiver  may  be  in  the  following  form: 

WAIVER   OF   NOTICE   NO.    2, 

We,  ti.e  undersigned,  being  all  of  the  stockholders  (or  members)  of 
(name  of  the  corporation),  do  hereby  consent  in  writing,  that  the  notice 
by  publication  required  by  law,  of  the  amendment  made  to  the  articles  of 
incorporation  of  said  (name  of  the  corporation),  at  a  meeting  of  its  stock- 
holders  (or  members)   held  on   ,  the   day  of   , 

19....,  at   (place  of  meeting),  be  and  the  same  is  hereby  waived. 


&c.         &c.         &c.         &c.         &c. 

(Names  of  all  the  members  or  stockholders j  vv'hen  the  waiver  is  signed 
by  stockholders,  the  number  of  shares  of  stock  held  by  each  should  appear 
opposite  their  respective  names.) 

This  waiver  should  also  be  entered  on  the  minutes. 

5.  In  addition  to  the  giving  of  the  notice,  or  the  making  of  the  waiver, 
aforesaid,  a  copy  of  such  amendment,  when  adopted,  with  a  certificate 
thereto  aflSxed,  signed  by  the  president  and  secretary  of  the  corporation, 
and  sealed  with  the  corporate  seal,  if  any  there  be,  stating  the  fact  and 
the  date  of  the  adoption  of  such  amendment,  and  that  such  copy  is  a  true 
copy  of  the  original,  must  be  recorded  in  the  office  of  the  secretary  of  the 
state  before  such  amendment  shall  take  effect.  The  following  is  a  form 
in  which  such  copy  and  certificate  may  be  made: 

COPY  AND   CERTIFICATE   OF  AMENDMENT. 

COPY    OF   AMENDMENT. 

Resolved,  That  the  articles  of  incorporation  of  (name  of  corporation) 
be  and  the  same  are  hereby  amended  so  that    (set  forth  the  amendment). 

CERTIFICATE    OF    AMENDMENT. 

To  the  Secretary  of  State,  Columbus,  Ohio: 

The  (name  of  corporation),  acting  by  its  President  and  Secretary,  hereby 
certifies  that  the  foregoing  is  a  true  copy  of  the  original  amendment  to 
the  articles  of  incorporation  of  (name  of  corporation),  which  was  adopted 
by  the  votes  of  the  owners  of  more  than  three-fifths  of  its  capital  stock, 

(or  members),  at  a  meeting  thereof,  held  on ,  the day  of 

,  19.  . .  .,  at  (place  of  meeting),  *  pursuant  to.  notice,  duly  given 

according  to  law.  (If  the  notice  of  such  meeting  was  waived  begin  at  the  * 
and  say:  "notice  of  which  meeting  was  duly  waived  in  writing  as  au- 
thorized by  law.") 


STATE   FORMS.  249 

In  Testimony  Whereof,  the  President  and  Secretary  of  (name  of  the 
corporation),  acting  for  and  on  behalf  of  said  corporation,  have  hereunto 
set  their  hands  and  caused  the  seal  of  said  corporation  to  be  hereto  affixed 

(if  the  corporation  has  a  seal),  this day  of   A.  D. 

19 


(Name    of    the    corporation.) 

By    ,    President. 

[Corporate  Seal]  ^    Secretary. 

See  generally  note  to  Form  10,  supra. 

Form  177. 
STATEMENT  OF  FOREIGN  CORPORATION. 

(Attach  Copy  of  Articles  of  Incorporation  here.) 
To  the  Secretary  of  State,  Columbus,  Ohio: 

,    a    corporation    organized    and    existing    under    the 

laws  of  the   State  of    ,   with  its  principal  office  located  at 

,  in  County,  ,  desiring  to  con- 
form to  the  laws  of  Ohio,  regulating  foreign  corporations  doing  business 
therein,   does   hereby  make   the   following   statement: 

First.     The  amount  of  its  authorized  capital  stock  is 

Second.  The  business  or  objects  of  the  corporation  which  it  is  engaged 
in  carrying  on,  or  which  it  purposes  to  engage  in  or  carry  on  in  the  state 
of    Ohio    is     

Third.  The  principal  place  of  business  of  said  corporation  in  Ohio  is 
to  be  located  at   ,  in   County. 

Fourth.     We  hereby  appoint    ,  of    ,   in    

County,  Ohio,  as  the  person  upon  whom  process  may  be  served  in  all 
actions  that  may  be  brought  against  this  company  in  any  of  the  courts  of 

the    State,    and    designate   his   office    in    said    city, 

as   the   principal   office   of   the   company   in   the   state   of   Ohio. 

In  Witness  Whereof,  said  corporation  has  caused  its  corporate  seal  to  be 
hereto  attached,  and  this  certificate  to  be  executed  by  its  president  and 
secretary,  this day  of ,  A.  D.  19 .  . .  . 


»  By  ,  President. 

,    Secretary. 

STATE   OF    

County  of    

,  and   ,  being  first  duly  sworn,  depose 

and  say  that  they  all  did  execute  and  sign  the  foregoing  certificate  for 
and  on  behalf  of  said  corporation,  and  that  the  same  is  their  free  act  and 

deed,  and  is  the  free  act  and  deed  of  said ....  of  which  they 

are  respectively  the  president  ai;d  secretary;  that  the  statements  therein 
are  true,  and  that  the  seal  attached  thereto  is  the  genuine  seal  of  said 
corporation;  they  further  declare,  on  oath,  that  the  charter  or  certificate 
of  incorporation  hereto  attached  is  a  true  copy  of  the  articles  of  incorpora- 
tion  or  charter   of  said    


250   CORPORATION  FORMS  AND  PRECEDENTS. 

Sworn  to  before  me  and  subscribed  in  my  presence,  this day  o' 

,  A.  D.  19 


[L.  S.] 

STATE  OF 

County  of 

I^ J \  within  and  for  the  county  aforesaid,  do  hereby 

certify  that  ,  whose  name  is  subscribed  to  the  foregoing  ac- 
knowledgment  as   a ,   was    at   the    date   thereof   a    , 

in  and  for  said  county,  duly  commissioned  and  qualified,  and  authorized 
as  such,  to  take  said  acknowledgment ;  and  further,  that  I  am  well  ac- 
quainted with  his  handwriting,  and  believe  that  the  signature  to  the  same 
is  genuine. 

In  Witness  Whereof,  I   have  hereunto  set  my  hand  and  affixed  the  seal 

of   said   court,   at    this    .  .    day   of    , 

A.  D.  19 


LL-  S.] 

,  Ohio, 

,  A.  D.  191. 


Gentlemen:      I   hereby  accept  the   appointment   as  the  representative  of 
your  company  upon  whom  process  may  be  served,  and  agree  to  the  designa 

tion  of  my  office,    ,  as  your  principal  office  in  the  state 

of  Ohio. 


STATE    OF    OHIO,  ) 

'  ss: 
County    of    | 

Personally   appeared   before    me,    the    undersigned,    a    Notary    Public    in 

and  for  said  county,  this day  of ,  A.  D.  19.  . .  .,  the 

above  named ,  who  acknowledged  the  signing  of  the 

foregoing  to  be  h's  free  act  and  deed  for  the  uses  and  purposes  therein 
mentioned. 

Witness  my  hand  and  official  seal  on  the  day  and  year  last  aforesaid. 


[Seal]  Notary  Public  in  and  for County,  Ohio. 

See  generally  as  to  foreign   corporations,  Cook  on  Corporations,   §§   696- 
700;  Clark  &  M.,  Corp.,  §§  834-865. 

Form  178. 
DECLARATION  OF  FOREIGN  CORPORATION. 


,  191-. 

To  the  Secretary  of  State,  Columbus,  Ohio: 

,  a  foreign  corporation  organised  and  existing  under  anc' 

by  virtue  of  the  laws  of  the  state  of ,  with  its  prlncii  al  officf 

located  at ,  in   County,   ir 

compliance  with  sections  183  and  184  of  the  General  Code  of  the  State  of 


STATE  FORMS.  251 

Ohio,  passed  February  14,  1910,  approved  February  15,  19J0,  requiring  a 
xoreij.ni  corporation  organized  for  j)urpo8e:i  of  profit,  and  owning  or  using,  or 
vhieh  proposes  to  own  or  use,  a  part  or  all  of  its  capital  stock  or  plant  in 
said  State  of  Ohio,  before  being  permitted  to  do  business,  exercise  its  fran 
cliises,  or  maintain  an  action  therein,  under  the  oath  of  its  president,  secre- 
tary or  other  otficer,  to  make  and  file  with  the  secretary  of  state  a  staie- 
nsent  of  facts  and  pay  a  certain  stipulated  fee,  hereby  makes  the  following 
declaration: 

First.  The  authorized  capital  stock  of  said  corporation  is   « 

dollars    ($ ) ,  divided   into    ( )   shares  of  the 

par  value  of   • dollars   ($ )   each. 

Second.     The  value  of  the  property  owned  and  used  in  Ohio,  situate  at 
,  is  dollars  ($ ) . 

Third.     The  value  of  the  property  of  the  company  owned  and  used  out- 
side of  Ohio  is dollars  ($ ). 

Fourth.     The  proportion  of  the  capital  stock  of  the  company  represented 
by  property  owned  and  used  and  by  business  transacted  in  Ohio  is 

Fifth.     The  location  of  its  office  or  offices  in  Ohio  is  at   

Sixth.     The  names  and  addresses  of  the  officers  or  agents  of  the  com- 
pany  in   charge   of  its   business   in   Ohio   are   as   follow^s: 

Name  of   President,      

Address,     

Name   of   Secretary,      

Address,      

Name  of  Treasurer,      

Address,      

Names  and  addresses  of  managers  or  agents,  other  than  as  above  enumerated. 


In  Witness  Whereof,  Said   has  caused   its  corporate 

seal  to  be  affixed  and   its  corporate  name  to  be  hereunto  attached  by  an 

officer  thereof,  to-wit :   its   ,  this   day  of   , 

A.  D.  191.. 


[L.  S.]  By 

STATE  OF    .......  ...^., 

County    of 

,  being  duly  sworn,   deposes  and  says  that  he  is  an 

officer,    to-wit :    the    of    ,   that   he  executed   the 

foregoing  statement,  in  the  name  and  on  behalf  of  said  corporation,  and 
caused  its  corporate  seal  to  be  thereto  affixed ;  that  he  was  authorized  to 
make  such  statement  and  to  execute  the  same  by  authority  of  the  corpora- 
tion, and  that  tl:e  statements  (herein  are  true. 


Sworn  to  before  me  and  sui)scribed  in  m/  presence,  this day  of 

A.  D.  191.. 


[L.  S.] 


252   CORPORATION  FORMS  AND  PRECEDENTS. 

STATE  OF   

County   of    

I,   ,   ,  within  and  for  the  county  aforesaid,  do  hereby 

certify  that    ,  whose  name  is  subscribed  to  the  foregoing 

acknowledgment  as  a ,  was  at  the  date  thereof  a , 

in  and  for  said  county,  duly  commissioned  and  qualified,  and  authorized  as 
such  to  take  said  acknowledgment;  and  further,  that  I  am  well  acquainted 
with  his  handwriting,  and  believe  that  the  signature  to  the  same  is  genu- 
ine. 

In  Witness  \Vhereof,   I   have  heieuiito  set  my  hand  and  affixed  the  seal 

of  said  Court  at ,  this day  of ,  A,  D. 

191.. 


[L.S.]  >  

J 

Office  of  the  Secretary  of  State, 

Columbus,  Ohio, ,  191.  . 

From  the  facts  thus  reported  by  the  said ,  I  find  the  pro- 
portion  of   the  capital   stock  of  the  Company  represented  by   its  property 

and  business  in  Ohio  to  be    per  cent,  of   its  authorized 

capital   stock,   to-wit:    the   sum    of    Dollars,    on    which    I 

have  assessed  a  fee  of  one-tenth  of  one  per  cent.,  amounting  to  the  sum  of 
Dollars. 


[L.  S.]  Secretary  of  State. 

Form  179. 

STATEMENT  OF  INCREASE  OF  PROPORTION  OF  STOCK 
,  OF  FOREIGN  CORPORATION. 

,  19.... 

To  the  Secretary  of  State,  Columbus,  Ohio: 

,   a  foreign,  corporation  organized  and  existing  under 

and  by  virtue  of  the  laws  of  the  state  of ,  with  its  principal 

office  located  at  ,  .,  in county,  ,  in  compli- 
ance with  section  185  of  the  General  Code  of  Ohio,  requiring  a  foreign  cor- 
poration, which  has  filed  statements  as  required  by  sections  183  and  184 
of  the  General  Code  of  Ohio,  and  which  has  increased  the  proportion  of  its 
capital  stock  represented  by  property  used  and  business  dooe  in  Ohio,  under 
the  oath  of  its  president,  secretary  or  other  officer,  to  make  and  file  with 
the  Secretary  of  State  an  additional  statement  of  facts  and  pay  a  certain 
additional  fee,  hereby  makes  the  following  declaration: 

First.     The    present    authorized    capital    stock    of   ^aid    corporation    is 

Dollars   (.$....,..),  divided  into   ( )   Shares 

of  the  par  value  of Dollars  ($ )   e.ach. 

Second.     The  value  of  the  property  owned  and  used   in  Ohio,  situate  at 

,  is Dollars   ($ ). 

Third.     The  value  of  the  property  of  the  comi)any  owned  and  used  out- 
side of  Ohio  is   Dollars   ($ ). 

Fourth.     The  increase  in  the  proportion  of  the  capital  stock  of  the  com- 


STATE   FORMS.  253 

pany  represented  by  property  owned  and  used  and  by  Ijusinesa  transacted 
in  Ohio  is   

Fifth.     The  location  of  its  office  or  offices  in  Ohio  is  at 

Sixth.     The  names  and  addresses  of  the  officers  or  agents  of  the  company 
in  charge  of  its  business  in  Ohio  are  as  follows: 

Name  of  President,   ,  Address   

Name  of  Secretary,   ,  Address   

Name  of  Treasurer,   ,  Address   

Names  and  addresses  of  managers  or  agents,  other  than  as  above  eiuiriierated  : 


In  Witness  Whereof,  said   has  caused   its  corporate  seal  to  be 

affixed  and  its  corporate  name  to  be  hereunto  attached  by  an  officer  thereof, 
to-wit:    its ,  this day  of    ,  A.  D.  19.  . .  . 


[L.  S.]  By 

STATE   OF    , 

County 

,    being    duly    sworn,    deposes    and   says   that    he    is    an 

officer,  to-wit :    the    of    ,  that  he  executed  the 

foregoing  statement,  in  the  name  and  on  behalf  of  said  corporation,  and 
caused  its  corporate  seal  to  be  thereto  affixed;  that  he  was  authorized  to 
make  such  statement  and  to  execute  the  same  by  authority  of  the  corpora- 
ion,  and  that  the  statements  therein  are  true. 


Sworn  to  before  me  and  subscribed  in  my  presence,  this 
day  of ,  A.  D.  19 


[L.  S.]  

STATE   OF    ,    I 

County    of ( 

I,   ,    ,  within  and  for  the  county  aforesaid,  do  hereby 

certify  that  ,  whose  name  is  subscribed  to  the  foregoing  ac- 
knowledgment as  a  ,  was  at  the  date  thereof,  a 

in  and  for  said  county  duly  commissioned  and  qualified,  and  authorized  as 
such  to  take  such  acknowledgment ;  and,  further,  that  I  am  well  acquainted 
with  his  handwriting,  and  believe  that  the  signature  to  the  same  is 
genuine. 

In  Witness  W^hereof,  I  have  hereunto  set  my  hand  and  affixed  the  seal  of 

said   court    at    ,   this    day    of    , 

A.    D.    19 


[L.S.]  

Office  of  the  Secretary  of  State, 

Columbus,  Ohio, ,  19.  .  .  . 

From   the   facts   thus  reported   by   the   said    ,   I   find   the 

proportion  of  the  capital  stock  of  the  Company  repreaeuted  by  its  property 

and  business  in  Ohio  to  be per  cent,  of  its  authorized  capital  stock, 

to-wit:   the  sum  of   Dollars,  on  which  I  have  assessed  a  fee  of 

one-tenth  of  one  per  cent.,  amounting  to  the  sum  of   Dollars. 


[L.  8.]  Secretary  of  State. 


254       CORPORATION  FORMS  AND  PRECEDENTS. 

Form  180. 

CERTIFICATE  OF  APPOINTMENT  OF  AGENT  FOR  FOR- 
EIGN CORPORATIC 

,  19.-. 

To  the  Secretary  of  Siate,  Columbus,  Ohio. 

We  hereby  appoint   ,  of   ,  in   

County,  Ohio,  as  the  person  upon  whom  process  may  be  served  in  all  actions 
that   may  be  brought   against   this  company,   in   any  of  the  courts  of  the 

State,  and  designate  his  office   ,  in  said  city  as  the  principal 

office   of   the   company   in  the   State   of   Ohio.      All   previous   appointments 
are  hereby  revoked. 

In  Witness  Whereof,  Said  corporation  has  caused  its  corporate  seal  to 
be  hereto  attached,  and  this  certificate  to  be  executed  by  its  President  and 
Secretary  this day  of ,  A.  D.  19.  .  .  . 


By ,  President. 

[Seal]  ,  Secretary. 

A-iv-^r ^^io- 

19.... 


Gentlemen:  I  hereby  accept  the  appointment  as  the  representative  of 
your  company  upon  whom  process  may  be  served,  and  agree  to  the  designa- 
tion of  my  office,   ,  as  your  principal  office  in  the  State 

of  Ohio. 


STATE  OF  OHIO,  ) 

".ss: 
County  of I 

Personally  appeared  before  me,  the  undersigned,  a  Notary  Public  in  and 

for  said  County,  this day  of ,  A.  D.  19.  . .  .,  the  above 

named   ,  who  acknowledged  the  signing  of  the  foregoing  to 

be  his  free  act  and  deed  for  the  uses  and  purposes  therein  mentioned. 

Witness  my  hand  and  official  seal  on  the  day  and  year  last  aforesaid. 


[Seal]  Notary  Public  in  and  for County,  Ohio. 

See  generally  as  to  service  of  process  on  foreign  corporations.  Cook 
on  Corporations,  §  7.58 ;  Clark  &  M.,  Corp.,  §  861. 

Form  181. 
ANNUAL  REPORT  OF  A  FOREIGN  CORPORATION. 

This  report  must  be  filed  with  the  Tax  Commission  of  Ohio  during  the 
month  of  July.  The  annual  fee  charged  for  the  privilege  of  exercising  its 
franchises  in  this  state,  must  be  paid  to  the  Treasurer  of  State  on  or  before 
the  first  day  of  December.  A  corporation  failing  or  neglecting  to  make  such 
report  or  pay  such  fee,  within  the  prescribed  time,  shall  be  subject  to' a 
penalty  of  fifteen  per  cent  of  the  amount  of  the  fee  required  to  be  paid  by  it. 

N.  B. — All  items  called  for  in. this  Blank  must  be  given  in  full. 

••• ,    19.... 

To  the  Tax  Commission  of  Ohio,  Columbus,  Ohio: 


STATE  FORMS.  255 

The  undersigned,  a  foreign  corporation  for  profit,  in  compliance  with  an 
act  of  the  General  Assembly  of  the  State  of  Ohio,  entitled  "An  act  to  repeal 
Sections  544()  to  5542-8,  inclusive,  and  5542-10  to  5542  24,  inclusive  of  the 
General  Code  as  enacted  May  10,  I'JIO  (101  O.  L.,  :VJ\)),  relating  to  the 
Tax  Commission  of  Ohio  and  to  further  define  its  j)0wer8  and  duties," 
passed  May  11,  1911,  hereby  makes  the  following  report: 

1.  The  name  of  the  corporation  is 

2.  It  is  organized  under  the  laws  of  the  State  of   or 

country  

3.  The  location  of  its  principal   oflice  is    ,   County  of 

,  State  of 

4.  The  names  of  its  President,  Secretary,  Treasurer,  and  Members  of 
the  Board  of  Directors,  with  the  postoflBce  address  of  each,  are  as  follows: 

Name.  Address. 


President 
Secretary 
Treasurer 
Board  of 
Directors 


5,  The  name  and  location  of  its  office  or  offices  in  this  state,  and  the 
name  and  address  of  the  officers  or  agents  of  the  corporation  in  charge  of 
its  business  in  this  state  are  as  follows: 

Name  of  Officer  or  agent  P.  O.  Address 

in  Charge  of  its  Business  of  Officer 

Name  of  Office  or  Agency.  in  Ohio.  or  Agent, 


6.     Officer    to    whom    correspondence    concerning   this    report    should   be 
addressed : 

Name.  Title.  Address. 


7.  The  date  of  the  annual  election  of  its  officers  is .^ 

8.  The  amount  of  its  authorized  capital  stock  is $ 

9.  The  par  value  of  each  share  of  its  capital  stock  is $ 

10.  The  amount  of  its  capital  stock  subscribed  is $ 

11.  The  amount  of  its  capital  stock  issued  is   $ 

12.  The  amount  of  its  capital  stock  paid  up  is $ 

13.  The  nature  and  kind  of  business  in  which  the  company  is  engaged 
is   

14.  Its  place  or  places  of  business  are  as  follows:     Within  the  State  of 

Ohio    '. 

Without  the  State  of  Ohio 


256       CORPORATION  FORMS  AND  PRECEDENTS. 


15.  The  value  of  the  property  owned  and  used  by  the  company  in  Ohio 
and  where  situated  is  as  follows :    

(N.  B.  The  values  of  each  of  the  following  items  must  be  given  sepa- 
rately.) 


Ohio. 


Location. 

City  or  Town. 


Property. 

Kind  of 

Real    Estate 

Leases 

Personal  Property. 


Value. 


True  or 
Actual. 


As  as 
sessed  for 
Taxation. 


16.  The  total  value  of  thet  property  owned  and  used  by  the  company  in 
the  State  of  Ohio  is  $ 

17.  The  amount  of  business  transacted  in  Ohio  during  the  preceding  12 
months    was    $ 

18.  The  value  of  the  property  owned  and  used  by  the  company  outside 
of  Ohio,  and  where  situated  is  as  follows: 

(N.  B.     The  values  of  each  of  the  following  items  must  be  given  sepa- 
rately.) 


Value. 


Location. 
State.  City  or  Town. 


Property. 


Kind  of 


True  or 
Actual. 


As  as- 
sessed for 
Taxation. 


Real  Estate $ $ 

Leases    $ $ 

Personal  Property .  .     $ $ 

19.  The  total  value  of  the  property  owned  and  used  by  the  company 
outside  of  Ohio  is  $ 

20.  The  amount  of  business  transacted  outside  of  Ohio  during  the  pre- 
ceding 12  months  was  $ 

21.  The  total  value  of  all  the  property  owned  and  used  by  the  com- 
pany is  $ (The  sunt  of  items  16  and  19.) 

22.  The  total  amount  of  business  transacted  by  the  company  during  the 
preceding  iS  months  was  $ (The  sum  of  items  17  and  20.) 

23.  The  company  qualified  to  do  business  in  Ohio 

24.  The  change  or  changes,  in  the  above  particulars  (called  for  under 
items  8  to  22  inclusive)  made  since  filing  the  last  annual  report,  are  as 
follows :    

In    Witness    Whereof,    said    corporation    has    caused    its    corporate    seal 

to  be  hereto  attached,  and  this  report  to  be  executed,  by  its , 

this day  of ,  19 

The   Company, 

[Seal]  By   


STATE  FORMS.  257 

State  of ,  County  of ,  88. 

,  being  duly  sworn  deposes  and  says  that  he  is  the 

of  The   Company ;   that  he  executed 

the  foregoing  report  in  the  name  of  and  on  behalf  of  said  corporation,  and 
caused  its  curporate  seal  to  be  thereto  affixed;  that  he  was  authorized  to 
make  said  staten.ent,  and  to  execute  the  same,  by  authority  of  the  corpora- 
tion and  further,  such  corporation  has  not  during  the  preceding  year, 
directly  or  indirectly  paid,  used  or  offered,  consented  or  agreed  to  pay  or 
use,  any  of  its  money  or  property,  for,  or  in  aid  of,  any  political  party, 
committee  or  organization,  or  for,  or  in  aid  of,  any  candidate  for  political 
office,  or  for  nomination  for  any  such  office,  or  in  any  manner  used  any 
of  its  money  or  property  for  any  political  purpose  whatever,  or  for  the 
reimbursement  or  indomnificatiou  of  any  person  or  persons  for  moneys  or 
j)roperty  so  used,  and  that  he  is  an  officer  of  said  corporation,  having 
knowledge  of  the  facts  herein  set  forth,  and  that  the  statements  contained  in 
said  report  and  in  this  affidavit  are  true. 


Sworn   to  before  me,   and  subscribed   in   my  presence,  this    day 

of  ,  A.  D.  19 


[Seal] 

Form  182. 
CERTIFICATE  OF  A  FOREIGN  CORPORATION. 

Eetiring  from  Business  in  Ohio. 
(Section   11976  General  Code.) 

...    ,  President,  and ,  Secretary,  of  The 

Company,  a  corporation  organized  under  the  laws  of  the 

State  of ,  having  been  duly  authorized  to  do  business  in  this 

State,   in   compliance   with  the  provisions   of  sections    178   and   18.3   of  the 

General  Code  of  Ohio,  do  hereby  certify  that  on  the day  of , 

19....,  the  said  corporation,  by  action  of  its  Board  of  Directors,  duly 
authorized,  has  fully  retired  from  business  in  the  State  of  Ohio,  authoris- 
ing hereby  the  cancellation  of  the  certificate  of  authority  to  do  business 
in  said  state,  heretofore  issued  in  the  office  of  the  Secretary  of  State. 

In  Witness  Whereof,  The  aforesaid  ,  President,  and 

,  Secretary  of  The Company,  acting  for 

and  on  behalf  of  said  corporation,  have  hereunto  set  their  hands,  and  caused 

the  seal  of  said  corporation  to  be  hereto  affixed,  this  ....  day  of , 

A.  D.  19.... 

The   Company, 

By ,  President. 

[Sbal]  ,  Searetary. 


258       CORPORATION  FORMS  AND  PRECEDENTS. 

OKLAHOMA. 

Form  183. 
ARTICLES  OF  INCORPORATION. 

Be  it  known,  That  the  undersigned  citizens  of  the  state  of  Oklahoma,  do 
hereby  voluntarily  associate  ourselves  together  for  the  purpose  of  forming 
a  private  corporation  under  the  laws  of  the  state  of  Oklahoma,  and  do 
hereby  certify: 

I.     That  the  name  of  this  corporation  shall  be   

IT.     That  the  purpose.,    for  which  this  corporation  is  formed   

to    

III.  That  the  place.,  where  its  principal  business  is  to  be  transacted 
at    

IV.  That  the  term  for  which  the  corporation  is  to  exist  is 

V.  That  the  number  of  directors  or  trustees  of  this  corporation  and  tho 
names  and  residences  of  such  of  them  who  are  to  serve  until  the  election 
of  such  officers  and  their  qualifications: 

Name.  Postoffice  Address. 


VI.     That  the  amount  of  capital  stock  of  this  corporation  shall  be 

dollars,  and  shall  be  divided  into shares,  of dollars 

each. 

In  witness  whereof,  we  have  hereunto  subscribed  our  names  this 

day  of   ,  A.  D.  19 

This  certificate  is  issued  subject  to  the  following  Constitutional  require- 
ment: That  the  corporation  to  which  it  is  issued  will  submit  any  difference 
it  may  have  with  employees,  with  reference  to  labor,  to  arbitration,  as  shall 
be  provided  by  law. 


STATE  OF  OKLAHOMA,       ) 
County ( 


Personally  appeared  before  me,  a  Notary  Public  in  and  for  said  County, 

State   above   named    ,    ,    ,   who   are 

personally  known  to  me  to  be  the  same  persons  who  executed  the  foregoing 
instrument  of  writing  and  duly  acknowledged  the  execution  of  the  same. 

In  testimony  whereof,  I  have  hereunto  subscribed  my  name,  and  affixed 
my  notarial  seal  this   day  of   ,   19 ...  . 


Notary  Public. 


My  commission  expires 

See  generally  notes  to  Forms  1,  5,  8  and  11,  supra. 


STATE  FORMS.  259 

Form  184. 
STATEMENT  OF  DOMESTIC  CORPORATION. 

Know  All  Men  by  Tljese  Prrsents,  That  the  is  a  ''or- 

poration  duly  organised,  created  and  existing  under  and  by  virtue  of  the 
laws  of  Oklahoma.     In  pursuance  of  the  purpose  for  which  it  was  formed, 

it  is  engaged  in  the  business  of Its  principal  office  is  in 

the  city  of  ,  in  the  State  of  Oklahoma.  Its  au- 
thorized capital  is  $ ,  divided  into   shares  of  the  par  value 

of  $ Paid  up  capital,  $ Said  corporation  claims  exemption 

upon  $ of  its  capital  stock,  for  the  reason  that  it  is  required  to  pay 

a  production  or  gross  receipts  tax  of  $ upon  the  operation  of  its 

business  within  the  State  of  Oklahoma.  The  license  fee  that  should  be  paid 
by  the  said  corporation  at  the  rate  of  fifty  cents  for  each  one  thousand 
dollars  of  its  authorized  capital  stpck  or  less,  as  provided  by  section  2. 
Chapter  57,  Laws  of  1910,  is  $ 

The  officers,  directors  and  stockholders  of  the  above  named  corporation 
of  record  June  30,  191. .,  are  as  follows: 

Officers. 

Name.  Postoffice.  State. 

President     

Vice-President    

Vice-President    

Secretary    

Treasurer     

Cashier    


Dncctors. 

Term  Expires. 
Name.  Postoffice.  State.  Date. 


Stockholders. 
Name.  Postoffice.  State.  No.  of  Shares. 


STATE  OF  OKLAHOMA,  j  ^  . 
County  of J 

I,   ,   (President,  treasurer  or  cashier),  of  

(Name  of  corporation),  do  solemr.l;;  swear  that  the  above  statement  is  true 
and  correct. 

Given  under  my  hand  and  seal  of  the  corporation  on  the day  of 

19.  .. 


Attest :  ,  Secretary. 

For 

(Name  of  Corporation.) 

Subscribed  and  sworn  to  before  me  this dav  of  19 .  . . 


Notary  Public. 
My  commission  expires  the day  of 19.  ..        * 


260   CORPORATION  FORMS  AND  PRECEDENTS. 

Correspondence  concern iug  the  above  corporation  should  be  addressed  '" 
(Name) 


(Street  Address) 
(City  and  State) 


Form  185. 
FOREIGN    CORPORATION— APPOINTMENT    OF    AGENT. 

Know  all  men   by  these  presents,   That  the    Company,  a 

corporation  organized  under  the  laws  of  the  state  of ,  and 

which    has   its   principal   place   of   business   in   the   state   of   Oklahoma,    in 

,  County  of   ,  does  hereby  nominate  and  appoint 

for  itself  and  successors,  the  following  named  person,  to-wit:    , 

who  is  a  citizen  of  the  state  of  Oklahoma,  and  who  resides  at  No , 

St.,  in ,  in  the  county  of ,  as  its  true  and  law- 
ful agent  and  attorney  upon  whom  service  of  process,  mesne  and  final,  may 
be  had  in  any  action  in  the  state  of  Oklahoma  to  which  the  said  Company 
may  be  a  party.  And  said  Company  does  hereby  and  nuw  acknowledge  it 
is  bound  by  the  service  of  all  such  process,  mesne  and  final,  on  said  agent 
and  attorney  in  fact,  and  acknowledges  the  same  to  be  as  binding  and 
obligatory  upon  the  company  as  if  served  on  it  in  person  under  the  laws  of 
Oklahoma  or  any  other  state  or  territory,  and  consents  that  such  service 
shall  be  taken  and  held  to  be  a  due  and  legal  service  on  this  Company 
under  the  laws  and  statutes  of  the  state  of  Oklahoma. 

Said  Company  consents  that  all  actions  against  it  may  be  brought  in 
the  county  in  which  the  cause  of  action  arose,  as  now  provided  by  law. 

Said  Company  hereby  certifies  that    ,   whose  address   is  No. 

, St., ,  Oklahoma,  is  its  resident  agent, 

in  charge  of  its  principal  place  of  business  in  the  state  of  Oklahoma. 

In  Witness  Whereof,  the  said  Company  has  caused  its  name  to  be  sub- 
scribed hereto  by  its  president,  and  caused  this  instrument  to  be  attested  by 
its  secretary  under  its  corporate  seal,  this  ....  day  of ,  A.  D.  19.  . .  . 

By , 

Its  I'rc  siiii-nt. 

Attest : 

Secretary. 
See    generally    as   to    service   of    process    on    foreign    corporations.    Cook 
on    Corporations,    §  758  j    Clark  .&    M.,    Corp.,    §  861.      See    also    Cooper    v. 
Fort  Smith  &  W.  R.  Co.,  23  Okla.  139;  Bruner  v.  Kansas  Moline  Plow  Co., 
168  Fed.  218;  Verdegris  River  Co.  v.  Stanfield,  25  Okla.  265. 

Form  186. 
FOREIGN    CORPORATION— REVOCATION    OF    AGENCY. 

Know   all    men    by   these    presents,    that    the    Company,    a 

corporation   organized   under   and   by   virtue   of   the   laws   of   the   state   of 

,  with  its  principal  office  in  the  said  state  of , 

at ,  County  of ,  having  heretofore  nominated  and 

appointed ,  residing  at    ,  County  of   , 

State   of   Oklahoma,    as   its   agent   and   attorney    in    fact    for    the   service 


STATE   FORMS.  261 

of  process  against  it   in   the  State  of  Oklahoma  does  hereby  revoke  said 

appointment  of  said    as  its  authorized  agent  and  attorney 

in  fact  for  the  service  of  process  me«ne  and  final  against  it  in  any 
action   in  the  State  of  Oklahoma  or  otherwise,  and   does  hereby  nominate 

and  appoint   as  its  agent  and  attorney  in  fact  within  the 

State  of  Oklahoma,  who  is  a  citizen  of  the  State  of  Oklahoma,  and  who 

resides  at   No ,    Street,   in    ,    in   the 

County    of    ,    as    its    true    and    lawful    attorney    agoat    and 

attorney,  etc.      (Conclude  as  in  Form  18.5,  supra.) 

Form  187. 
STATEMENT  OF  FOREIGN  CORPORATION. 

Know  all  Men  by  These  Presents: 

That  the   (Name  of  Corporation),   is  a  corporation 

duly  organized,   created  and  existing  under  and   oy  virtue  of  the  laws  of 

the  State  of In  pursuance  of  the  purposes  for  which  it  was 

formed,   it   is  engaged  in  the  business  of    Its  principal  oflfice 

is  in  the  City  of    in  the   State  of    Its  authorized 

capital  is  $ divided  into   shares  of  the  par  value  of 

$ 

Said  corporation  claims  exemption   from  payment  of  corporation  license 

tax    upon    $ of    its   capital    stock,   for   the   reason   that    it    is 

required  to  pay  a  production,  or  gross  receipts  tax  of  $ upon 

its  business  within  the  State  of  Oklahoma. 

The  value  of  property  owned   and  used  by  said  corporation   within  the 

State   of   Oklahoma   is   $ :    said   property   being  situated   at 

The  value  of  property  used  outside  the  state  of  Oklahoma 

is  $ The  proportion  of  the  total  property  of  said  corporation 

represented  by  its  property  in  the  state  of  Oklahoma  is per  cent. 

The  volume  of  business  transacted  by  said  corporation  within  the  state 

of   Oklahoma   for  the  year   ending  June   30th,   19....    was  $ .- 

The  total  volume  of  business  transacted  by  said  corporation  during  said 
year  was  $ The  volume  of  business  transacted  by  said  cor- 
poration in  the  state  of  Oklahoma  was per  cent,  of  the  total 

volume  of  business  done  by  said  corporation  during  the  said  year. 

The  proportion  of  the  capita4  stock  of  said  corporation  which  was  repre- 
sented by  property  owned  and  used,  and  by  business  transacted  by  this 
corporation  in  the  state  of  Oklahoma  for  the  year  ending  June  30th,  19.  .  .  . 

was per  cent,  representing  $ and  the  license  fee  that 

should  be  paid  by  said  corporation  at  the  rate  of  one  dollar  for  each  one 
thousand  dollars  on  such  proportion  of  its  capital  stock,  as  provided  in 
section  2,  Chapter  57,  Laws  of  1910,  is 

residing  at  the  capital  of  Oklahoma  has  been   desig 

nated  as  agent  of  this  corporation  upon  whom  sers'ice  of  summons  or  legal 
notice  may  be  Ivad. 

The  officers,  directors  and  stockholders  of  the  above  named  corporation 
of  record  June  30th,  19. . . .  are  as  follows; 


262       CORPORATION  FORMS  AND  PRECEDENTS. 


Name. 


OFFICERS. 

Postoffice. 


State. 


President  .. . . 
Vice-President 
Vice-President 
Secretary  . . . 
Treasurer  .  . . 
Cashier 


Directors. 


Name. 


Postoffice. 


State. 


Term  Expires. 
Date. 


Name. 


Stockholders. 
Postoffice.  State. 


No.  of  Shares. 


a  resident  of  the  city  of   in  the  State 

of   Oklahoma,   has  been   designated  as  agent,  upon  whom  service  of  sum- 
mons or  legal  notice  may  be  had. 

STATE    OF     )gg. 

County  of  \ 

J     (President,   treasurer   or  cashier)    of    ; .  . 

(Name  of  corporation)   do  solemnly  swear  that  the  above  statement  is  true 
and  correct. 

Given  under  my  hand  and  seal  of  the  corporation  on  the   day 

of ,19.... 


Attest :   For 

Secretary.  (Name  of  corporation.) 

Subscribed   and   sworn   to  before  me  this    day   of   

19.... 


My  commission  expires    

Correspondence  concerning  the  above  corporation  should  be  addressed  to 


(Name.) 

(Street  address.) 
(City  and  state.) 


STATE  FORMS.  263 

OREGON. 

Form  188. 
ARTICLES  OF  INCORPORATION. 

We,    ,   and    ,   and    ,   whose   names 

are  hereunto  subscribed,  do  hereby  associate  ourselves  together  for  the 
purpose  of  forming  a  corporation  under  and  by  virtue  of  the  laws  of  the 
State  of  Oregon  for  the  formation  of  a  private  corporation. 

I.  The  name  of  said  corporation  shall  be ,  and  its  duration 

shall  be  perpetual.     (Or  years.) 

II.  The   enterprise,  business,  pursuit,   or  occupation   in   which  said  cor- 
poration proposes  to  engage  is  as  follows: 

III.  The  place  where  said  corporation  proposes  to  have  its  principal  office 

or  place  of  business  is  at    ,  in  the  County  of    , 

State  of  Oregon. 

IV.  The  capital  stock  of  said  corporation  shall  be ($....) 

dollars. 

V.  The  capital  stock  of  said  corporation  shall  be  divided  into 

shares  of  the  par  value  of ($....)  dollars  each. 

In  "Witness   Whereof,  we,  the  undersigned,  have  hereunto  set  our  hands 
and  seals  this  day  of ,  19 ...  . 

In   the  presence  of:  [Seal] 

[Seal] 

[Seal] 

STATE  OF  OREGON, 
County  of   

Be  it  remembered,  That  on  this   day  of   ,  19. 

before  me,  the  undersigned,  a  notary  pu^blic  in  and  for  said  county  and  state, 

personally  appeared ,  all  to  me  personally  known,  and  known  to 

mo  to  be  the  individuals  named  in,  and  who  executed  the  foregoing  articles 
of  incorporation,  and  severally  acknowledged  to  me  that  they  executed 
the  same. 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  notarial  seal  the 
day  and  year  last  above  written. 

Notary  Public  for  Oregon. 
See  generally  notes  to  Forms  1,  5,  8  and  11,  supra. 

Form  189. 
CERTIFICATE  OF  INCREASE  OR  DECREASE  OF  CAPL 

TAL  STOCK. 

Certificate  and  copy  of  resolutions capital  stock  of , 

a  corporation. 

Ij ,  Secretary  of ,  a  corporation  organized  and 

formed  under  and  by  virtue  of  the  laws  of  the  state  of  Oregon,  hereby 
certify  that  at  a  meeting  of  the  stockholders  of  said  corporation,  duly  and 

legally  called  and  held  at  the  principal  office  of  said  corporation  at 

Street,  in  the  city  of ,  county  of ,  state  of  Oregon, 


264       CORPORATION  FORMS  AND  PRECEDENTS. 

at o'clock M.,  on  the day  of ,19 , 

due  and  legal  notice  having  been  given  of  such  meeting,  which  meeting 
was  called  for  the  purpose  of  the  capital  stock  of  said  corpo- 
ration, a  majority  of  the  stock  of  said  corporation  was  present  at 
such  meeting  of  the  stockholders  thereof  and  voted;  that  the  following  is 

a  full  copy  of  the  resolution  authorizing  the capital  stock  of 

said  corporation :   

Such  resolution  was  adopted  by  a  vote  of  the  majority  of  the  stock  of 
such  corporation. 

Witness  my  hand  and  the  seal  of  said  corporation  affixed  this 

day  of  ,19 


[Corporate  Seal]  Secretary. 

STATE  OF  OREGON,        ) 

J.  88: 

County  of   j 

I    ,  being  first  duly  swbrn,  upon  my  oath  depose  and 

say  that  I  am  Secretary  of ,  a  corporation ;  that  the  fore- 
going statement  is  true,  and  that  the  resolution  therein  is  a  'full  and 
complete  copy  of  the  resolution  adopted  at  the  meeting  of  the  stock- 
holders of  said  corporation,  held   at   its   principal  office  at    street, 

in  the  city  of ,  state  of  Oregon,  at 0  'clock M.,  on 

the day  of ,  19.  .  .  .,  which  meeting  was  called 

for  the   purpose   of    the   capital   stock   of   said   corporation ; 

that  there  was  present,   either  in   person  or  by  proxy,  a  majority  of  the 

stock  of  said  corporation;    and  that  said  resolution the  capital 

stock  of   ,  a  corporation,  from    dollars 

to    dollars   was   duly   adopted   by  a   vote   of  the  major- 

itv  of  the  stock  of  such  corporation. 


Subscribed  and  sworn  to  before  me  this day  of ,19. 


Notary  Public  for  Oregon. 
See    generally    notes    to    Form    20,    supra.      See   also    State    v.    Portland 
General  Electric  Co.,  52  Or.  502. 

Form  190. 

CERTIFICATE  AND  COPY  OF  RESOLUTION  DISSOLVING 
A  CORPORATION. 

Certificate  and  copy  of  resolution  dissolving ,  a  corporation. 

J    ^  secretary  of   ,  a  corporation  organized 

and  formed  under  and  by  virtue  of  the  laws  of  the  state  of  Oregon,  hereby 
certify,  that  at  a  meeting  of  the  stockholders  of  said  corporation,  duly  and 

legally  called  and  held  at  the  principal  office  of  said  corporation  at 

Street,    in   the   city    of    ,    county    of    ,    state   of 

Oregon,  at o  'clock M.,  on  the day  of , 

19....  due  and  legal  notice  having  been  given  of  such  meeting,  which 
meeting  was  called  for  the  purpose  of  authorizing  the  dissolution  of  such 
corporation,  a  majority  of  the  stock  of  such  corporation  was  present 
jit  9ucb  meeting  of  stockholders  thereof  and  voted;  that  the  following  is  a 


STATE  FORMS.  265 

full  copy  of  the  resolution  authorizing  the  dissolution  of  said  corporation: 


That  said  resolution  was  adopted  by  a  vote  of  the  majority  of  tha 
stock  of  such  corporation. 

Witness  my  hand  and  the  seal  of  said  corporation  affixed  this day 

of   ,  19 


[Corporate  Seal]  Secretary. 

STATE  OF  OREGON,       ) 

County  of  I 

I,   ,  being  first   duly  sworn,  upon  my  oath  depose  and  say 

that  I  am  secretary  of   ,  a  corporation ;   that  the  foregoing 

statement  is  true,  and  that  the  resolution  therein  is  a  full  and  complete 
copy  of  the  resohition  adopted  at  a  meeting  of  the  stocltholders  of  the  said 
corporation,  held  at  the  time  and  place  therein  specified;  which  said 
"Meeting  was  called  for  the  purpose  of  dissolving  said  corporation ;  that 
there  Were  present,  either  in  person  or  by  proxy,  a  majority  of  the  stock 
of  said  corporation;  and  that  said  resolution  was  duly  adopted  by  a  vote 
of  the  majority  of  the  stock  of  such  corporation. 


Subscribed  and  sworn  to  before  me  this day  of ,  19.  .  .  . 

Notary  Public  for  Oregon. 

Form  191. 

CERTIFICATE  AND  COPY  OF  RESOLUTION  OF  DIREC- 
TORS'  MEETING. 

Dissolving ,  a  Corporation. 

I, ,  secretary  of  the ,  a  corporation  organ- 
ized and  formed  under  and  by  virtue  of  the  laws  of  the  state  of  Oregon, 

hereby  certify  that   at  a  meeting  of  the  directors  of  the   ,  a 

corporation,  which  meeting  was  called  for  the  purpose  of  considering  the 
dissolution  of  said  corporation,  said  meeting  was  held  at  the  principal  office 

of  said  corporation  in  the  city  of ,  county  of , 

state  of  Oregon,  at  the  hour  of o'clock  ....  M.,  on  the day 

of ,  19.  . .  .,  there  being  present  a  majority  of  the  directors  of 

said  corporation,  namely :    ,    ,    ,  and 

at  such  meeting  the  following  resolution  was  adopted  by  a  majority  vote 
of  the  directors  of  said  corporation;  that  the  vote  in  favor  of  the  adoption 

of   said   resolution   was    ,   and   the   vote   again  t   the  adoption 

of  said  resolution  was Resolution :    

I  further  certify  that  by  virtue  of  said  resolution  adopted  by  said  board 
of  directors,  said  corporation  ,  is  proceeding  to  dis- 
solve. 


[GORPOKATE   Seal]  Secretary. 


266   CORPORATION  FORMS  AND  PRECEDENTS. 

STATE  OF  OREGON,        ^  ^^^ 
County  of   ^ 

I,    ,  being  first  duly  sworn,  depose  and  say  that  I  am  the 

secretary  of  the ,  a  corporation;  that  the  foregoing  statement 

is  true,  and  that  the  resolution  set  forth  therein  is  .a  true  and  correct  copy 
of  the  resolution  presented  and  adopted  by  the  directors  of  said  corporatiou 
at  the  meeting  held  at  the  place  and  time  above  specified,  and  that  the  said 
resolution  was  adopted  by  the  vote  therein  set  forth. 


Subscribed  and  sworn  to  before  me  this day  of ,  19. 


Notary  Public  for  Oregon. 
See    generally    as    to    the    voluntary    dissolution    of    corporations,    Cook 
on  Corporations,  §  628;  Clark  &  M.,  Corp.,  §§  302-334. 

Form  192. 
ANNUAL  STATEMENT— DOMESTIC   CORPORATION. 

Corporation  No 

Annual  Eeport  to  Secretary  of  State. 

The  ,  a  corporation  organized  and  existing  under  and  pur- 
suant to  the  laws  of  the  state  of  Oregon,  does  hereby  make  the  following 
report  in  compliance  with  the  provisions  of  "An  Act  to  provide  for  the 
licensing  of  domestic  corporations  and  foreign  corporations,  joint  stock 
companies,  and  associations,  etc., ' '  approved  February  16,  1903 : 

The  name  of  the  corporation  is   

The  location  of  its  principal  oflBce  is  at  number , 

Street,  in  the of ,  in  the  county  of , 

state  of  Oregon. 

The  names  of  the  president,  secretary,  and  treasurer,  with  the  postoffice 
address  of  each,  are  as  follows: 

Names.  Oflace.  PostoflSce  Address. 

President.  

Secretary.  .^-irvi.  Jj-; 

Treasurer. 

The  date  of  the  annual  election  of  directors  and  officers  is  'the 

day  of ,  A.  D.  19....  .«,',... 

The   amount   of   authorized   capital   stock   is    . . .  .-.i* ... .  .  ($ )    dollars. 

The   number   of   shares   is    ( )  ;    par   value    of   each    share 

($....)     dollars;    the    amount    of    capital    stock    subscribed    is 

($....)    dollars;   the  amount  of  capital  stock  issued   is    

($ )   dollars;  the  amount  of  capital  stock  paid  up  is ($ ) 

dollars. 

In    Witness    Whereof,    I,    ,    of    said    corporation, 

have  signed  this  report  this day  of ,  19 ...  . 

[Corporate  Seal]  

STATE  OF  OREGON,       ]  ^^^ 
County  of   ^ 

T  ...    of  the  above  and  foregoing  named  cor- 

^j    .,..,.... 

poration,  being  first  duly  sworn,  depose  and  say  upon  oath,  that  the  fore- 


STATE  FORMS.  267 

going  statement  is  a  full,  true  and  correct  statement  of  the  matters  therein 
contained,  according  to  the  best  of  my  information,  knowleilj^e  and  belief. 


Subscribed  and  sworn  to  before  me  this day  of ,  19 ...  . 

Notary  Public  for  Oregon. 

Form  193. 
FOREIGN  CORPORATION— DECLARATION  OF  PURPOSE. 

Corporation  No Fee  Book  No Page  No 

Declaration  of  Purpose  to  engage  in  business  in  the  state  of  Oregon. 

Know   all   Men   by   these   Presents,   That   the    ,   a    

organized  and  existing  under  and  pursuant  to  the  laws  of    , 

having  its  principal  office  at  Number , Street,  in  the 

of ,  hereby  makes  the  fcjllowing  declaration  of  its 

desire  and  purpose  to  engage  in  business  within  the  State  of  Oregon,  which 

declaration  is  accompanied  by  a  duly  authenticated  copy  of  its  . , 

in  compliance  with  the  provisions  of  "An  Act  to  provide  for  the  licensing 
of  domestic  corporations  and  foreign  corporations,  joint  stock  companies, 
and  associations,  etc.,"  approved  February  16,  1903: 

The  full  name  under  which  it  proposes  to  transact  business  is 

The  name  of  the  state  or  country  under  whose  laws  it  was  organized 
is 

The  location  of  its  home  oflBce  is  at  Number , Street, 

in  the  of , . . 

The   date   of    its   formation   or   incorporation   was   the    day  of 

,19--.. 

The  amount  of  its  capital  stock  is ($....)  dollars. 

The  nature  of  the  pursuit,  business,  or  occupation  in  which  it  is  authorized 
to  engage  is 

The   location   of   the   principal   office   within   the  state   of   Oregon    is    at 

Number   ,  Street,  in  the   of   , 

county  of  

The  name  of  its  attorney  in  fact,  constituted  and  appointed  in  accordance 
with  the  provisions  of  Section  6  of  "An  Act  to  provide  for  the  licensing 
of   domestic  corporations  and  foreign  corporations,  joint   stock  companies, 

and  associations,  etc.,"  approved  February  16,  1903,  is ,  whose 

business  address  is  at  Number    ,:.,..''',..    Street,  in  the 

of   ,  in  the  county  of   

The  names  and  addresses  of  its  principal  officers,  and  of  its  directors  or 
trustees,  are  as  follows: 

Names.  Office.  Postoffice  Addresses. 


The  name  and  residence  of  its  general  agent  within  the  state  of  Oregon 

is    .  .' ,    Number    ,    Street,    in    the    

of   ,  in  the  county  of    

In  Witness  Whereof,  said  corporation,  in  pursuance  of  a  resolution  duly 


268       CORPORATION  FORMS  AND  PRECEDENTS. 

adopted  by  its  board  of    ,  has  caused  this   declaration  to  b6 

signed  by  its president  and secretary,  and  its  corporate 

seal  to  be  affixed,  the day  of  ,  19 

[Seal] 

President. 

[Seal] 

[CORPOBATK  Sral]  Secretary. 


I^    _ ,  President,  and  I,    ,  Secretary  of  the 

being   severally   duly   sworn   depose   and  say,   and   each   for 

himself  says,  that  I  am   President   and    Secretary, 

respectively    of  the    ,   the  corporation   mentioned  in  and  which 

executed  the  foregoing  declaration,  and  that  said  declaration  is  a  full, 
true  and  correct  statement  of  the  matters  therein  contained  according  to 
the  best  of  my  information,  knowledge  and  belief. 


Subscribed  and  sworn  to  before  me  this day  of ,  19 . . . 


'Ibb: 


l^   ,  Secretary  of  the   ,  being  first  duly  swoin 

depose  and  say  upon  oath  that ,  is  the President 

of  said  corporation,  and  that  the  signature  affixed  to  the  above  and  fore- 
going declaration  is  the  genuine  signature  of  said  ;   that  the 

corporate  seal  hereinbefore  attached  and  impressed  herein  is  the  corporate 
seal  of  said  corporation,  and  was  affixed  thereto  by  me,  and  that  the  fore- 
going declaration  was  executed  for  the    ,  by  its   

President  and Secretary,  pursuant  to  a  resolution  of  the  board 

of    of  said  corporation,   duly  adopted  on  the   day 

of ,  19.  . . .,  so  help  me  God. 


Subscribed  and  sworn  to  before  me  this day  of ,  19 . 


See  generally  Cook  on  Corporations,  §§696-700;  Clark  &  M.,  Corp., 
§§  834-865  See  also  La  Moine  Lumber  &  Trading  Co.  v.  Kesterson,  171 
Fed.  980;  Cunningham  v.  Klamath  Lake  R.  Co.,  54  Ore.  13;  Cyclone  Min. 
Co.  v.  Baker  Light  &  Power  Co.,  165  Fed.  996. 

Form  194. 
FOREIGN  CORPORATION— POWER  OF  ATTORNEY. 

Know  all  men  by  these  presents:  That  is  a  corpo- 
ration  duly  organized  under  and  by  virtue  of  the  laws  of    , 

having  its  principal  place  of  business  in    ,  in  the  state  of 

Oregon. 

That   said    has   made,    constituted   and    appointed,    and   does 

hereby  make,  constitute  and  appoint ,  a  citizen  of  the  United 

States   and    a   citizen    and   resident   of   the   state   of    Oregon,    residing   at 


STATE  FORMS.  269 

,   Oregou,   and   whose   place   of   business    is   at    .\o , 

Street,  its  true  and  lawful  attorney  in  fact  and  authorized 

agent  for  it,  and  in  its  name,  place  and  stead  to  make  and  accept 
service  of  all  writs,  processes  and  sununonses  in  any  action,  suit  or  pro- 
ceeding in  any  of  the  courts  of  the  state  of  Oregon,  or  United  States  courts 
therein  and  upon  whom  all  lawful  writs,  processes  and  summonses  may  be 
served  with  the  same  effect  as  though  the  company  existed  in  the  state  of 
Oregon    requisite  and  necessary  to  give  competent  and  complete  jurisdiction 

of  the  said   to  any  of  the  said  courts;   giving  and  granting 

unto  said full  power  and  authority  to  do  and  perform  every 

act  and  thing  requisite  and  necessary  to  be  done  in  and  about  the  premises, 

as  fully  to  all  intents  and  purposes  as  the  said    might  or 

could   do   if   personally   present,   hereby   ratifying  and   confirming   all   that 

the  said   ,  shall  lawfully  do  or  cause  to  be  done  by  authority 

thereof. 

This  power  of  attorney  is  irrevocable  except  by  the  substitution  of 
another  qualified  person  for  the  one  hereby  appointed  attorney  in  fact. 

In  Witness  Whereof,  said  corporation,  in  pursuance  of  a  resolution  duly 

adopted  by  its  board  of   has  caused  this  instrument  to  be 

executed  in  its  name  by  its president  and secretary 

and  its  corporate  seal  to  be  hereto  affixed  the day  of , 

19.... 


[Seal] 

President. 

[Seal] 

[Corporate  Seal]  Secretary. 


), 


This  certifies,  that  on  this    day  of    ,   19 

before  the  undersigned,  a ,  in  and  for ,  personally 

appeared  the  within  named ,  the President, 

and ,  the Secretary  of  the '....,  the  cor- 
poration mentioned  in  and  which  executed  the  foregoing  power  of  attorney 
and  acknowledged  that  they  executed  the  same  by  the  authority  and  on  be- 
half of  said pursuant  to  a  resolution  of  the  board  of of 

said  corporation,  duly  adopted  on  the day  of ,  19.  .  .  .  ; 

and   ,  the Secretary  of  said    , 

further  acknowledged  that  the  corporate  seal  hereinbefore  attached  and 
impressed  herein  is  the  corporate  seal  of  said  corporation  and  was  affixed 
thereto  by  him. 

In  testimony  whereof,  I  have  hereunto  set  my  hand  and  seal  this 

day  of ,19.... 


[Seal]  

See   generally    as   to   service   of   process   on    foreign    corporations,   Cook 
on  Corporations,  §  758 ;   Clark  &  M.,  Corp.,   §  861. 


270      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  195. 
FOREIGN  CORPORATION— ANNUAL  STATEMENT. 

Corpoiatiou  >»o 

Auuual  Eepo^t  to  the   Secretary  of   State;    Year  ending  June   30,   19.... 

The   ,   ,  organized  under  and  pursuant  to  the 

laws  of   ,  does  hereby  make  the  following  report  in  compliance 

with  the  provisions  of  "An  act  to  provide  for  the  licensing  of  domestic 
corporations  and  foreign  corporations,  joint  stock  companies,  and  associa- 
tions, etc.,"  approved  February  16,  1903. 

The  name  of  the  corporation  is 

The  location  of  its  principal  oflBce  is  at  Number   Street,  in 

the of ,  in  the 

The  names  of  the  president,  secretary,  and  treasurer,  with  the  postoffice 
address  of  each,  are  as  follows: 

Names.  Office.  Postoffice  Address. 

President 

Secretary 

-. Treasurer 

The  names  and  postoffice  addresses  of  its  managing  agents  and  attorneys 
in  fact  in  the  state  of  Oregon,  are  as  follows: 

Managing  Agents  or 
Names.  Attorney  in  Fact.  Postoffice  Addresses. 


The  date  of  the  annual  election  of  directors  and  officers  is  the   

day  of   ,  A.  D.  19 

The  authorized  capital  stock    ($ )    dollars;   par  value 

of    each    share    ($ )    dollars ;    the   amount    of   capital 

stock   Subscribed    ($ )    dollars;   the   amount   of   capital 

stock  issued    ($ )    dollars;   the  amount  of  capital  stock 

paid  up ($ )  dollars. 

In   "Witness   "Whereof,   I,    ,    of   said   corporation,   have 

signed  this  report,  this day  of ,  19.  . .  . 


STATE   OF    ,    ) 

'    ss  * 
County    of ( 

I     ,   being   first   duly   sworn,   upon    oath    depose   and   say 

that  I  am   of  the   ;   that  the  foregoing  instrument  is 

a  full,  true  and  correct  statement  of  the  matters  therein  contained,  accord- 
ing to  the  best  of  my  information,  knowledge  and  belief. 


Subscribed  and  sworn  to  before  me  this day  of ,  19. 


STATE   FORMS.  271 

PENNSYLVANIA. 

Form  196. 
APPLICATION  FOR  CHARTER. 

To  the  Governor  of  the  (Joiiiiiion wealth  of  i'enusylvauia: 
Sir: 

In  compliance  with  the  requirements  of  an  Act  of  the  General  Assem- 
bly of  the  Commonwealth  of  Pennsylvania,  entitled  "An  act  to  provide 
for  the  incorporation  and  regulation  of  certain  corporations, ' '  approved 
the  29th  day  of  April,  A.  D.  1874,  and  the  several  supplements  thereto,  the 

undersigned,    of   whom  are  citizens  of   Pennsylvania,  having 

associated  themselves  together  for  the  purpose  hereinafter  specified,  and 
desiring  that  they  may  be  incorporated,  and  that  letters  patent  may  issue 
to  them  and  their  successors  according  to  law,  do  hereby  certify: 

First.     The  name  of  the  proposed  corporation   is    

Second.     Said  corporation  is  formed  for  the  purpose  of   

Third.     The  business  of  said  corporation  is  to  be  transacted  in 

Fourth.     Said    corporation    is    to    exist     

Fifth.  The  names  and  residences  of  the  subscribers  and  the  number  of 
shares  subscribed  by  each,  are  as  follows: 

Name.  Kesidence.  No.  of  Shares. 


Sixth.     The  number  of  directors  of  said  corporation  is  fixed  at   

and  the  names  and  residences  of  the  directors  who  are  chosen  directors  for 
the  first  year  are  as  follows: 

Name.  Eesidence. 


Seventh.    The  amount  of  the  capital  stock  of  said  corporation  is  $ , 

divided   mto    shares  of  the  par  value  of  $ ,   and  $ 

being  ten  per  centum  of  the  capital  stock,  has  been  paid  in  cash  to  the  Treas- 

"urer  of  said  corporation,  whose  name  and  residence  are:    

[Se.\l] 

[Seal] 

[Seial] 

STATE    OF    PENNSYLVANIA,) 

•  }.  ss : 

County    of    J 

Before   me,    in   and    for   the   county   aforesaid,   personally 

came  the  above  named  ,  who  in  due  form  of  law  acknowl- 
edged the  foregoing  instrument  to  be  their  act  and  deed  for  the  purposes 
therein   specified. 

Witness  my  hand  and  seal  of  office,  the day  of ,  A.  D. 

19 

[SiiAL]  


272       CORPORATION  FORMS  AND  PRECEDENTS. 

STATE    OF    PENNSYLVANIA,) 

J,  ss : 
County   of    \ 

Personally  appeared  before  me,  this    day  of    

A.   D.   19....,    ,  who  being   duly  sworn,   according  to   law. 

depose  and  say  that  the  statements  contained  in  the  foregoing  instrument 

are  true. 


Sworn  and  subscribed  before  me,  the  day  and  year  aforesaid. 


[Seal]  

(Endorsed) 

Application  of ^ 

Executive    Chamber.      Harrisburg,    19.... 

To  the  Secretary  of  the  Commonwealth : 

Having  examined  the  within  application  and  found  it  to  be  in  proper 
form,  and  within  the  purposes  of  the  class  of  corporations  specified  in 
section  "two  of  the  act,  entitled  ' '  An  act  to  provide  for  the  incorporation 
and  regulation  of  certain  corporations,"  approved  April  29th,  A.  D.  1874, 
and  the  several  supplements  thereto,  I  hereby  approve  the  same,  and  direct 
that  letters  patent  issue  according  to  law. 


Governor. 
Secretary's  Office. 
Pennsylvania,  ss: 

Enrolled  in  Charter  Book  No ,  Page   .... 

Witness  my  hand  and  seal  of  office,  at  Harrisburg,  this day  of 

A.  D.  19 


Secretary  of  the  Commonwealth. 
Typewritten  List  of  Signatures. 

Note. 

(The  letters  patent  fee  on  this  application  will  be  $30.00.  The  bonus 
will  be  one-third  of  one  per  cent,  of  the  authorized  capital  stock.  A  type-, 
written  list  of  all  signatures  must  be  placed  in  blank  space  above.) 

See  generally  notes  to  Forms  1,  5,  8  and  11.  supra. 

Form  197. 
NOTICE  OF  APPLICATION  FOR  CHARTER. 

Notice  is  hereby  given  that  an  application  will  be  made  to  the  Governor 

of  the  State  of  Pennsylvania  on ,19 ,  by ,   , 

and  ,  under  the  Act  of  Assembly  of  the  Commonwealth  of  Penn- 
sylvania, entitled  "An  Act  to  provide  for  the  incorporation  and  regula- 
tion of  certain  corporations,"  approved  April  29th,  1874,  and  the  supple- 
ments thereto,  for  the  charter  of  an  intended  corporation  to  be  called , 

the  character  and  object  of  which  is ,  and  for  these  purposes  to 


STATE  FORMS.  273 

have  and  possess  and  enjoy  all  the  rights,  benefits  and  privileges  of  the  said 
Act  of  Assembly  and  its  supplements. 


Solicitor. 

Form  198. 
PROOF   OF   PUBLICATION   OF   NOTICE. 

(Attach  copy  of  notice  here.)  (Attach  copy  of  notice  here.) 

STATE    OF    PENNSYLVANIA,] 
County    of    

,  being  duly  sworn,  doth  depose  and  say :   that  he  is 

one  of  the  corporators  of  the    

That    a   notice   of    which    the    above    are    copies,    was   published    in    the 

,  a  newspaper  of  general  circulation,  printed  and  published  in 

the  county  of ,  state  of  Pennsylvania,  on  the days  of 

J  19. . . .,  and  in  the   ,  a  legal  journal  published  in 

said  county  on  the days  of ,  19. . .  .,  publication  in 

the  said  legal   journal  being  in   conformity  with  the  requirements  of  the 
Act  of  May  3,   1909,  P.  L.  386. 


Sworn  to  and  subscribed  before  me,  this day  of ,  19. 


Note. — The  act  of  May  3,  1909,  P.  L.  386,  requires  publication  in  a  legal 
journal,  if  any  in  the  county,  in  which  legal  notices  usually  appear,  pro- 
vided the  rates  charged  by  such  legal  journal  are  not  in  excess  of  the 
usual  and  current  rates  of  newspapers  of  general  circulation  in  the  county. 

Form  199. 
REGISTRY  OF  CORPORATION. 

Office  of  the Company,   ,  19 ... , 

T"  the  Auditor  General  of  the  Commonwealth  of  Pennsylvania: 
Sir: 

In  compliance  with  the  requirements  of  the  nineteenth  section  of  an 
act  of  the  general  assembly  of  Pennsylvania,  approved  June  1,  1889, 
entitled,  "A  further  supplement  to  an  act  entitled  'An  act  to  provide 
revenue  by  taxation,'  approved  June  7,  1879,"  and  the  several  supple- 
ments thereto,  I  hereby  certify  for  registration  in  your  office  the  following 
information  concerning  the  company  hereinafter  named : 

Name  of  company, 

Address  of  company,    

Act   of   assembly   or   authority    under   which   organized   or   incorporated. 

Date  of  incorporation  or  organization,   

Place    and   nature   of    business 

Amount  of  capital  authorized,   

Amount  of  capital  paid  in,   

Name  and  P.  O.  address  of  president, 


274   CORPORATION  FORMS  AND  PRECEDENTS. 

Name   and  P.   0.   address  of  secretary,    

Name  and  P.  O.  address  of  treasurer,   

[Seal  of  Co.]  President,  Secretary,  or  Treasurer. 

(Kote. There  is  a  penalty  prescribed  by  law  of  $500  for  each  omission 

to   report   to   the   Auditor-General's   Department   any   change   in   the   name 
or  address  of 'the  officers  of  a  corporation.) 

Form  200. 

REGISTRY  OF  FOREIGN  COMPANIES  (EXCEPTING  FOR- 
EIGN INSURANCE   COMPANIES). 

Office  of  the Company, ,  191. . 

To  the  Auditor  General  of  Pennsylvania: 
Sir: 

In  addition  to  the  requirementfl  of  the  Act  of  May  8,  1901,  relating  to 
foreign  corporations,  limited  partnerships  and  joint-stock  associations,  and 
in  pursuance  to  an  Act  approved  June  1,  1889,  and  the  several  supple- 
ments thereto,  the  said  company  certifies  for  registration  in  your  Depart- 
ment, the  following  information  viz: 

1.  The  name  or  title  of  the  company  is 

2.  That   it   was  incorporated   or   organized    (date)    under 

the  laws  of  the  state  of 

3.  That   its  principal   office   is   located   at    J^ .• 

4.  That  its  office  in  Pennsylvania  is  located  at   and 

the  duly  authorized  agent  to  transact  business  at  said  office  is 

5.  That  the  object  and  business  of  the  company  is   

6.  That  its  authorized  capital  stock  is  $ Paid  in  Capi- 
tal $ 

7.  That  the  names  and  address  of  its  officers  are  as  follows : 
President   (or  Chairman).  Secretary.  Treasurer  or  Cashier. 

Address.  Address.  Address. 

In  Witness  Whereof,  the  seal  of  the  Company  is  hereto  affixed,  attested 
by  the  signature  of  its  President  (or  chairman)  and  Secretary  or  Treasurer. 

President   (or  Chairman). 


[Seal  of  Company]  Secretary  or  Treasurer. 

See  generally  Cook  on  Corporations,  §§  696-700.  See  as  to  service  of 
process  on  foreign  corporations.  Cook  on  Corporations,  §  758.  See  also 
Pittsburgh  Const.  Co.  v.  West  Side  Belt  E.  R.  Co.,  227  Pa.  90,  219  U.  S. 
92;  Comm.  v.  Nolde,  44  Pa.  Super.  Ill;  Nat.  Cash  Register  Co.  v.  Thur- 
ber,  41  Pa.  Super.  187;  Stoner  v.  Phillipi,  41  Pa.  Super.  113;  Key- 
stone Wrapping  Mach.  Co.  v.  Bromeier,  42  Pa.  Super.  384;  Hall's  Safe 
Co.  V.  Walenk,  42  Pa.  Super.  576;  Colonial  Trust  Co.  v.  Montello  Brick 
Works,  172  Fed.  310;  In  re  Palmer  Window  Glass  Co.,  183  Fed.  902; 
Sloss-Sheffield  Steel  &  Iron  Co.  v.  Tacony  Iron  Co.,  183  Fed.  645;  af- 
firmed in  188  Fed.  896;  Buffalo  Eefr'g  Mach.  Co.  v.  Penn.  Heat  and 
Power  Co.,  178  Fed.  696. 


STATE   FORMS.  275 

Form  201. 

FOREIGN  CORPORATION— POWER  OF  ATTORNEY  AND 

STATEMENT. 

To  the  Secretary  of  the  Commonwealth  of  Pennsylvania: 
Sir: 

The    Company,   a   foreign   corporation   in   compliance 

with  the  act  of  the  general  assembly  of  Pennsylvania,  entitled  "An  act 
to  regulate  the  doing  of  business  in  this  commonwealth  by  foreign  corpora- 
tions, the  registration  thereof  and  service  of  process  thereon,  and  providing 
punishment  and  penalties  for  the  violation  of  its  provisions,  and  repealing 
previous  legislation  on  the  subject,"  approved  the  8th  day  of  June,  1911, 
does   hereby   certify: 

First.     That  the  title  of  said  corporation  is   

Second.  That  it  is  established,  organized  or  chartered  under  the  laws 
of  the  state  of    ,  with  its  principal  oflSce  at    

Third.     The  purpose  of  said  corporation  is , 

Fourth.  Its  principal  place  of  business  in  the  commonwealth  of  Penn- 
sylvania, is  in  ,  and  the  postoffice  address  within  the  com- 
monwealth, to  which  the  secretary  of  state  shall  send  by  mail  any  process 

against  it,  served  on  him,  is  at  No ,   Street,  in  the  county 

of  ,  in  said  commonwealth. 

Fifth.     The   said    Company    does   hereby   appoint   the 

Secretary  of  the  Commonwealth  of  Pennsylvania,  and  bis  successor  in  office, 
to  be  its  true  and  lawful  attorney  and  authorized  agent,  upon  whom  all 
lawful  process  in  any  proceeding  against  it  may  be  served,  and  agrees  that 
service  of  process  on  the  Secretary  of  the  Commonwealth  shall  be  of  the 
same  legal  force  and  validity  as  if  served  upon  it,  the  said  corporation, 
and  the  authority  for  such  service  of  process  shall  continue  in  force  as 
long  as  any  liability  remains  outstanding  against  it  in  the  Commonwealth 
of  Pennsylvania. 

In  Testimony  Whereof,  the  said  corporation  has  caused  its  corporate 
name  to  be  hereunto  subscribed  by  its  President,  and  its  corporate  seal  to 

be  affixed  and  attested  by  its  Secretary,  this day  of ,  19.  .  .  . 

Company, 

By    ,   President. 

[Corporate  Seal]  Attest:    ,  Secretary. 

Form  202. 

STATEMENT  OF  LOCATION  OF  OFFICE— FOREIGN  COR- 
PORATION. 

To  the  Secretary  of  the  Commonwealth  of  Pennsylvania: 
Sir: 

In  pursuance  of  the  Act  of  Assembly  of  Pennsylvania,  approved  April 
22,  1874,  entitled  "An  Act  to  prohibit  foreign  corporations  from  doing 
business  in  Pennsylvania,  without  having  known  places  of  business  and 
authorized  agents." 

I     ,   President   or   Secretary  of    , 

a  Foreign  Corporation  or  Company,  do  hereby  certify: 


276   CORPORATION  FORMS  AND  PRECEDENTS. 

That  the  title  of  said  Corporation  or  Company  is  , 

(Must  be  full,  correct  corporate  or  company  title.) 

That  it  is  incorporated  or  formed  under  the  laws  of  the  state  of , 

with  the  principal  ofiice  at   

The  object  of  said  corporation  or  company  is 

The  office  of  said  corporation  or  company  in  the  commonwealth  of  Penn- 
sylvania, has  been  established  at  No ,    Street,  in  the 

,  county  of   in  said  commonwealth. 

The  name  of  its  duly  organized  agent  to  transact  its  business  at  said 
office  is (Write  name  plainly.) 

In  Testimony  "Whereof,  I  have  hereunto  set  my  hand  and  caused  the  seal 

of  said  company  to  be  affixed,  this day  of ,  A.  D. 

191... 


[CoKPOKATE  Seal]  President  or  Secretajy. 

Form  203. 
FOREIGN   CORPORATION— REVOCATION   OF   AGENCY. 

To  the  Secretary  of  the  Commonwpalth  of  Pennsylvania: 

The  Company,  a  corporation,  incorporated  under  the 

laws  of  the  State  of ,  does  hereby  certify:  That  the  said  com- 
pany did  on  the day  of ,  191.  .,  in  compliance  with  the 

requirements  of  the  Act  of  the  Gene.ral  Assembly  of  the  Commonwealth  of 
Pennsylvania,  entitled  ' '  An  Act  to  regulate  the  doing  of  business  in  this 
Commonwealth  by  foreign  corporations,  the  registration  thereof  and  service 
of  process  fhereon,  and  providing  punishment  and  penalties  for  the  viola- 
tion of  its  provisions,  and  repealing  previous  legislation  on  the  subject," 
approved  the  eighth  day  of  June,  1911,  appoint  the  Secretary  of  the  Com- 
monwealth of  Pennsylvania,  and  his  successor  in  office,  to  be  its  true  and 
lawful  attorney  and  authorized  agent  upon  whom  all  lawful  process  in  any 

proceeding  against   it   may  be  served.     That  the  said 

Company  has  against  it  no  outstanding  liability  in  the  Commonwealth  of 
Pennsylvania.  That  said  corporation  desires  to  revoke  and  hereby  does 
revoke  the  appointment  of  the  Secretary  of  the  Commonwealth,  and  his  suc- 
cessor in  office,  as  its  authorised  agent  in  the  Commonwealth  of  Pennsylvania. 
In  Testimony  Whereof,  The  said  corporation  has  caused  its  corporate  name 
to  be  hereunto  subscribed  by  its  President  and  its  corporate  seal  to  be  affixed 
and  attested  by  its  Secretary,  this day  of ,  191.  •• 

Company, 

By   President. 

Secretary. 

STATE  OF    ,Kg. 

County  of ) 

,  being  by  me  duly  sworn,  deposes  and  says  that  he  is 

the of  the Company ;  that  as  such  officer  he 

has  full  and  accurate  knowledge  of  its  affairs;  that  the  foregoing  act  of 
revocation  of  agent  is  the  act  and  deed  of  the  said  corporation,  and  that 
the  said  corporation  has  against  it  no  outstanding  liability  in  the  Common- 
wealth of  Pennsylvania. 

Sworn  to  and  subscribed  before  me  this  day  of  ,  191. .. 

[Seal]  xXo'tary  Public. 


STATE  FORMS.  277 

Form  204. 
FOREIGN  CORPORATION— CAPITAL  STOCK  REPORT 

ul'  tlu' ( 'oiiiiiauy, 

for  the  year  endiug  the  first   Muiiday  of  November,  19... 

To  the  Auditor  General  of  Pennsylvania: 
Sir: 

Agreeably  to  law  as  the   President    (or  Treasurer)    of  the  above  named 
Company,  I  make  the  following  report : 

1.     Name  of  Company  or  Association,   


2.  Location  of  home  or  chief  oHice, 

3.  Location  of  chief  office  in  Pennsylvania, 

4.  Name  and  address  of  President  and  Treasurer, 
President.  


Tieasurer. 


Amount   of  Capital   Paid   In. 


Anthor'd    Shares 
Capital  Stock.  Authorized.        Shares.      Issued.      I'ar  Value.  Cash.  I'ropcrty. 

Common,     ...      $ $ .$ $ 

Preferred,    

Total,  ..     $ 7^.     T.T.     $7. . ~    $.77. $7 

6. 

General  Balance  Sheet. 

Assets.                     Amount.  Liabilities.                  Amount. 

Value  of  Property  $ Capital    Stock,    .$ 

Bills    Receivable,      Funded  Debt,    

Cash  and  Current^ Assets, g.  

Stocks  of  other  Co 's -r    ^  ,      , 

Bon.ls  of  other  Co  's O^J^er  Indebtedness, 

Profit  and  Loss,   Profit   and   Loss,    

Total,    $ Total,    $ 

7. 

Balance  Sheet  of  Property  and  Capital  in  Pennsylvania. 

Assets.  Amount.  Liabilities.  Amount. 

Value  of  Property  $ Capital    Stock,    $ 

Bills  Recehable,   .    Funded  Debt,    

Cash  and  Current  Assets, p..,,     p„„„uip 

Stocks  of  other  Go's, ^  ^/^    t  ^  x  f' 

Give  details  under  •■Remarks."  Other  Indebtedness, 

Bonds    of    other    Co 's, classify   and   e.xplaln   under   •■Remarks." 

Profit  and  Loss,   Profit   and   Loss, 


Total,    $ Total,    $ 

Date  of  Charter ;  State  of ;  Date  when 

the  Company  began  business  in  Pennsylvania, 

8. 

Date  of  each 
Dividends.  Amount.        Dividend.  Sale  of  Stock.       Price. 

Capital    upon    which    divi-  Highest         price 

dends  were  declared $ bet.   1-15  Nov. 

191 $.... 

Am 't  of  each  dividend Highest  price 

sales   during 

Rate  per  cent,  of  each  divi-  year  $. . .  . 

dend  Average  price  of 

sales    during 

Total  am 't  of  dividends year    $ 

9.     Total  actual  value  of  property  of  all  kinds  owned  by  the  Com- 
pany    * 


278   CORPORATION  FORMS  AND  PRECEDENTS. 

10.  Total   amount   of  earnings  or  receipts  for  the  year   from   all 

sources $ 

11.  Total  amount  of  expenditures  during  the  year $ 

12.  Net  earnings  for  the  year $ 

13.  Actual  value  in  cash  of shares  at  $ per  share $ 

14.  Nature    of    business    transacted    in    Pennsylvania.      If    manufacturing, 

give  location  of  plant.     (Answer  fully  and  in  detail.)    

15.  Actual  value  of  property  of  all   kinds  owned  by  the  Company 

in  Pennsylvania   $ 

(Give  Details  Below.) 

(a)  In  ownership  of  real  estate  in  Pennsylvania  other  than 

that  occupied  and  used  strictly  as  a  manufacturing  plant.  .  .$ 

(b)  In  ownership  of  personal  property  not  employed  in  man- 
ufacturing   in    Pennsylvania    $ 

(c)  Average  ])ank  account  carried  in  Pennsylvania $ 

(d)  Money  on  deposit   in  Pennsylvania  bearing   interest....! 

(e)  In  manufacturing  wholly  and  exclusively  employed  within 

the  State  of  Pennsylvania  $ 

(f )  Average  value  of  goods  and  wares  manufactured  by  others 

and  sold  by  this  company   • .  .  .  $ 

(g)  Average  value  of  goods  manufactured  by  the  Company 
outside  of  Pennsylvania  having  been  shipped  into  the  State 
either  on  consignment,  or  held  by  the  Company  for  dis- 
tribution     $ 

(h)  Average  amount  invested  in  machinery,  etc.,  leased  to 
residents  of  Pennsylvania,  title  of  which  remains  in  the 
Company  until  fully  paid  for , $ 


President  or  Treasurer. 


Eemarks. 


STATE  OF ,    )    g. 

County  of    3 

On  this .    day  of   ,  A.  D.   191.  .,  before  me,  the  sub- 
scriber, a  Notary  Public    (or  Justice  of  the  Peace),  in  and  for  the  county 

aforesaid,  personally  appeared   ,  President,  and    , 

Treasurer   (or  Secretary)   of   Company,  who  being  duly 

according  to  law,  say  that  the  facts  set  forth  in  the  foregoing 

report  are  true. 

,  President. 

,  Treasurer  (or  Secretary.) 

and  subscribed  before  me  the  day  and  year  last  aforesaid. 

,  Notary  Public  (or  J.  P.) 

My  Commission  expires,   

Form  205. 
FOREIGN  CORPORATIONS— REPORT  OF  LOANS. 

Company. 

Postoffice  Address,   

Date,  ,  191.. 

To  the  Auditor  General  of  Pennsylvania : 

In  accordance  with  t}ie  provisions  of  the  fourth  section  of  the  Act  of 
June  .'UJth,  188.5,  and  the  first  section  of  the  Act  of  June  8th,  1891,  and  the 
requirements  of  your  Department,  I  make,  as  Treasurer  of  the  above  named 
Corporation,  the  following  Eeport  of  Loans  of  said  company,  for  said 
year  and  I  do  also  hereby  asi-ess  each  and  every  of  the  Scrip,  Bonds  and 
other  evidences  of  its  indebtedness  at  their  nominal  value,  and  report  the 
amount  of  said  Loans  and  Indebtedness  of  the  Corporation  owned  by  resi- 
dents and  corporations  of  the  Commonwealth,  and  others  as  nearly  as  the 
same  can  be  ascertained,  as  hereinafter  set  forth: 
Nominal     (Par)     value    of    all    Funded    or    other    Indebtedness, 

( Schedule   A ) $........ 

Held   and    owned   by    Non-Residents   of   Pennsylvania,    (Schedule 

B),  $ 


STATE  FORMS. 


279 


Held  and  owned  by  Individual  Residents  and  Corporations  of 

Pennsylvania,   (however  held),   (Schedules  A  and  B),   

Date  of  Charter   ;   Stjite  of   


Treasurer. 


SCHEDULE  A. 


Description  of  Loans  and  Indebtedness,  with  Amount  of  Each  Class 
Description  of  Debt.            Total  Amount         Dat«  of  I«8ue            M^tmlt' 
Bonds 


It  no  Interest 
Paid,  8o  SUt«. 


Mortgages, 


Car  Trust  Securities, 


Judgments, 


Scrip, 


Notes, 


Notes  discounted  or 
negotiated  by 
Banks,   

All    Other    Certifi- 
cates or  Evidences 
of    Indebtedness, 
Total,    

Are    any    of    the 
above   obligations 
issued   free   and 
clear    of    State 
Tax?   


Amount,  How  and  by  Whom  Held,  Owned  or  Possessed. 

HolderB.  Character  of  Debt.  Amount. 

By   Individual   Residents   of   Pennsylvania $ 

B^r    Individual    Residents   as    Trustees,    Agents,    At- 
torneys-in-fact  or  in   other  Fiduciary  capacity,    

By  Pennsylvania  Corporations  (Name  in  Schedule  B,) 
as   Trustees,   Agents,   Attorneys-in-fact,   or  in   any 
other    Fiduciary    capacity,    


280      CORPORATION  FORMS  AND  PRECEDENTS. 

By  Foreign  Corporations  or  Individuals  as  Trustees, 
Agents,  Attorneys  in- fact,  or  in  any  other  Fiduciary 
capacity  for  tlie  use  or  benefit  of  Individual  Kesi- 
dents    of    Pennsylvania,    (Name    in    Schedule    B), , 

By  Pennsylvania  State  Banks  and  Savings  Institu- 
tions (not  including  National  Banks),  (Name  in 
Schedule    B),     

By  Pennsylvania  Corporations   (name  in  Schedule  B), 

including  those  owned  by  National  Banks, 

By  Non-Residents  of  Pennsylvania,  (owned  and  held), 

By  Persons  whose  residences  have  not  been  ascer- 
tained,       , 


SCHEDULE  B. 

Scrip,   Bonds,    Mortgages,   Car   Trusts,   Judgments   or   Other   Indebtedness 

of  this  Company,  Owned,  Held  or  Possessed  by  Corporations,  Domestic  or 

Foreign   (however  held).  Including  National  Banks. 

Remarks 

Here  state  wheth- 
er held,  owned  or 
possessed  In    its 
Name  of  Corporation  Location.        Description  of       Amount.       own  right,  or  as 

Holding  Loan.  Debtor  Loan.  Trustee,  Agent  or 

Attorney-  In  fact 
or  In  any  other 
fiduciary  capac- 
ity, 

County  of  ss : 

On  the day  of A.  D.  191...,  per- 
sonally appeared  before  me,  a  Notary  Public  in  and  for  the  county  afore- 
said,    ,  treasurer  of  the  said  company,  who  being 

duly   according  to  law,  did  depose  and  sa'^  that 

the  foregoing  report  of  loans  and  the  attached  schedules,  with  the  amounts 
owned  by  residents  and  non-residents  of  Pennsylvania  and  corporations, 
respectively  are  correct  and  true. 


Treasurer. 
Sworn   or    (affirmed)    and  subscribed  before   me,  the  day   and  year  last 
aforesaid. 


Notary  Public. 
My  Commission  expires,    

Form  206. 
FOREIGN  CORPORATIONS— BONUS  REPORT. 

OfiBce  of  the Company,   ,  19. . . 

To  the  Auditor-General  of  Pennsylvania: 

Sir — In  accordance  with  the  requirements  of  the  act  of  the  General  As- 
sembly of  Pennsylvania,  approved  May  8,  1901,  entitled  "An  act  provid- 
ing for  the  raising  of  revenue  foij;  state  purposes  by  imposing  upon  certain 
foreign  corporations,  limited  partnerships,  and  joint  stock  associations,  a 
bonus  of  one-third  of  one  per  qentum  upon  the  capital  actually  employed 
in  Pennsylvania,"  and  requiring  the  filing  of  .certain  reports  in  the  office 


STATE  FORMS.  281 

of  the  auditor-general,  and  in  pursuance  of  other  laws  now  in  force,  the 
said  company  makes  the  following  report  for  the  information  of  the  auditor 

general : 

1.  Tsame  of  the  company  or  association,    

2.  Date  when  the  company  began  business  in  Pennsylvania, 

3.  Date  of  last  bonus  tax  report  of  this  corporation  to  the  auditor-general 

under  the  provisions  of  the  above  act  of  Assembly,    

-  4.     Name  of  state  or  country  in  which  incorporated  or  organized, 

5.  Date  of   incorporation   or  organization,    

6.  Location   of   its  chief   office  in   this   state  and   name   of   authorized 
agent. 

Location.  Name. 


7.     Names  and  addresses  of  President  and  Treasurer. 

Name.  Address. 


President. 


Treasurer. 

8.  Amount  of  bonded   indebtedness,   $ 

9.  Amount  of  authorized  capital  stock. 

Common,  $ 

Preferred,  $ 

Total,  $ 

10.  Amount  of  caijital  paid  in. 

Common,  $ 

Preferred,  $ 

Total,  $ 

11.  Amount    of    capital    wholly    employed    in    state    of    Pennsylvania, 


12.  Name  of  place  or  places  at  which  business  was  transacted  during 
past  year  in   Pennsylvania,    

13.  Give   nature   of  business   and   how  carried   on    

14.  The  actual  or  approximate  value  of  the  average  amount  of  stock 
in  trade  carried  by  said  company  in  Pennsylvania  during  the  year  end- 
ing November  30,  19. . .,  was  the  sum  of  $ 

15.  If  capital  is  employed  in,  by,  or  through  the  ownership  or  interest 
in  real  estate  or  other  tangible  property  permanently  located  in  Pennsyl- 
vania, give  name,  location,  assessed  value  for  local  taxation,  character  and 
actual  value  of  each  property 

16.  Amount  of  capital  employed  in  Pennsylvania  at  the  time  of  the 
filing  of  the  last  report,  $ 

17.  If  the  amount  of  capital  employed  in  Pennsylvania  has  been  in- 
creased during  the  year  ending  November  30,  19. ..  .,  give  date  and  amount 
of  such  increase,  $ 


President. 

STATE  OF  ,) 

I  ss: 
County  of \ 

On  this  day  of   ,  A.  D.  19 before 

me  the  subscriber,  a  notary  public,  in   and   for  the  county  aforesaid,  per- 


282   CORPORATION  FORMS  AND  PRECEDENTS. 

sonally  appeared   ,  president,  and    ,  treas- 
urer   (or  secretary)    of    Company,  who  being  duly 

according  to  law,  say  that  the  facts  set  forth  in  the  fore- 
going  report   are  true. 

President. 

Treasurer   (or  Secretai-y).  ■ 

• and   subscribed  before  me  the   day  and  year  last 

aforesaid. 

Notary  Public. 

My  commission  expires   

See  Com.  v.  American  Steel  Hoop  Co.,  226  Pa.  St.  6. 


STATE  FORMS.  283. 

PHILIPPINE  ISLANDS. 

Form  207. 
ARTICLES  OF  INCORPORATION. 

of  the    

(Here   insert    full   name  of  corporation.) 

Know  all  Mi'u  by  these  Presents:  That  we,  a  majority  of  whom  are 
■esidents  of  the  Philippine  Islands,  have  this  day  voluntarily  associated 
ourselves  together  for  the  purpose  of  forming  a  corporation  under  the 
laws  of  the  Philippine  Islands. 

And  we  hereby  certify — 

First.     That  the  name  of  said  corporation  shall  be  the 

(Here  insert  full  name  of  corporation.) 

Second.  That  the  purposes  for  which  such  corporation  is  formed  are.  ..  . 
(Here  insert  in  full  the  purposes  of  the  corporation.) 

Third.     That   the  place  where  the  principal  office  of  the  corporation  is 

to  be   established  or  located   is    (Here   insert  place  where 

principal  office  is  to  be  established  or  located.) 

Fourth.  That  the  term  for  which  said  corporation  is  to  exist  is  fifty 
years  from  and  after  the  date  of  incorporation. 

Fifth.  That  the  names  and  residences  of  the  incorporators  of  said  cor- 
poration are  as  follows : 

Name.  Whose  residence  is  at 


Sixth.     That  the  number  of  directors  of  said  corporation  shall  be 

(Here  insert  number  of  directors,  not  less  than  five  nor  more  than  fifteen) 
and  that  the  names  and  residences  of  the  directors  of  the  corporation  who 
are  to  serve  until  their  successors  are  elected  and  qualified  as  provided  by 
the  by-laws  are  as  follows,  to  wit: 

.Name.  "Whose  residence  is  at 


Seventh.     That  the  capital  stock  of  said  corporation  is 

(Here    insert    amount   of    capital   stock)    pesos,    and    said    capital   stock   is 

divided   into    (Here   insert   number   of   shares")    shares 

and  the  par  value  of  ea'ch  is (Here  insert  par  value  of  each 

share)  pesos. 

Eighth.  That  the  amount  of  said  capital  stock  which  has  been  actually 
subscribed  is  (Here  insert  full  amount  of  capital  sub- 
scribed) pesos,  and  the  following  persons  have  subscribed  for  the  number 
of  shares  and  amount  of  capital  stock  set  out  after  their  respective  names: 


284       CORPORATION  FORMS  AND  PRECEDENTS. 

Amount  of 
capital  stock 
Name.  Residence.  Number  of  Shares.         subscribed. 


Total 


Ninth.  That  the  following  persons  have  paid  on  the  shares  of  capital 
stock  for  which  they  have  subscribed  the  amounts  set  out  after  their 
respective  names: 

Amount   paid  on 
Name.  Residence.  subscription. 


Total 


Tenth.     That    (Here  insert  name  of  treasurer  elected 

by  subscribers)  has  been  elected  by  the  subscribers  as  treasurer  of  the 
corporation  to  act  as  such  until  his  successor  is  duly  elected  and  qualified 
in  accordance  with  the  by-laws,  and  that  as  such  treasurer  he  has  been 
authorized  to  receive  for  the  corporation  and  to  receipt  in  its  name  for  all 
subscriptions  paid  in  by  said  subscribers. 

Eleventh.  (If  the  corporation  be  a  railroad,  tramway,  wagon  road,  tele- 
graph, or  telephone  corporation,  here  insert  estimated  length  of  railroad, 
tramway,  wagon  road,  telegraph  or  telephone  line,  provinces  through  which 
such  line  will  pass,  and  all  of  its  intermediate  branches  and  connections.) 

Twelfth.  (If  the  corporation  be  a  railroad  or  tramway  corporation, 
here  insert  gauge  of  road,  motive  power  to  be  used,  means  of  applying 
such  power,  and  materials  to  be  used  in  the  construction.) 

Thirteenth.  (If  the  corporation  be  a  wagon-road  corporation,  here  insert 
width  of  the  road,  method  of  construction,  and  the  construction  material 
to  be  used.) 

Fourteenth.  (If  the  corporation  be  a  telegraph  or  telephone  corporation, 
here  insert  construction  material,  appliances,  method  of  construction,  and 
system  to  be  used.) 

In  Witness  Whereof,  we  have  hereunto  set  our  hands  and  seals  this 
day  of   ,  A.  D.  191. .. 

Signed  and  sealed  in  the  presence  of :  f [Seal] 

i  [Seal] 

[ [Seal] 

City  or  Municipality  of ,"| 

Province  of >  >■  ss : 

PHILIPPINE  ISLANDS.  J 

On  this day  of ,  in  the  year  A.  D.  one 

thousand  nine  hundred  and ,  before  me, 

a  notary  public  in  and  for  the   ,  personally  appeared 

(Here  insert  names  of  incorporators),  known  to  me  to 

be  the  persons  whose  names  are  subscribed  and  who  executed  the  within 


STATE  FORMS.  285 

instrument,   and   each    of   them    acknowledged    fo    me    that    he    freely    and 
voluntarily  executed  the  same. 

In   Witness   Whereof,  1   have  liereunto  set   my   hand  and   aftixed   my   olli- 
cial  seal  the  day  an<l  year  last  above  written. 


Notary    Public. 
City  or  Municipality  of.  .  .  .,"1 

Province  of   » I  ss : 

PHILIPPINE  ISLANDS.  J 
(Here  insert  name  of  treasurer  elected  by  subscribers),  be- 
ing duly  sworn,  deposes  and  says  that  on  the day  of 

anno  Domini  nineteen  hundred  and    ,  he  was  duly  elected 

by  the  subscribers  named  in  the  foregoing  articles  of  incorporation  as 
treasurer  of  the  corporation  to  act  as  such  until  his  successor  has  been 
duly  elected  and  qualified  in  accordance  with  the  by-laws  of  the  corpora- 
tion, and  that  as  such  treasurer  he  has  been  authorized  by  the  subscribers 
to  receive  for  the  corporation  all  subscriptions  paid  in  by  subscribers  for 

the  capital  stock ;   that    (Here   insert   amount)    pesos 

worth  of  stock  has  been  actually  subscribed  and  that  of  said  subscrip- 
tion         (Here   insert   amount)    pesos    (Or   if   property 

has  been  transferred  in  lieu  of  cash  a  description  of  the  property  and  a 
statement  of  its  fair  valuation),  has  been  actually  transferred  to  him  in 
trust  and  received  by  him  for  the  benefit  and  to  the  credit  of  the  corporation, 
and  that  at  least  twenty  per  centum  of  the  entire  capital  stock  has  been 
subscribed  and  at  least  twenty-five  per  centum  of  the  subscription  has  been 

actually  paid  to  him  (or  that  property  described  as  follows:   

of  the  fair  valuation  of  twenty-five  per  centum  of  the  subscription  has 
been  actually  transferred  to  him  in  trust  and  received  by  him)  for  the 
benefit  and  to  the  credit  of  the  corporation. 


Subscribed  and  sworn  to  before  me  this day  of 

anno  Domini  nineteen  hundred  and   


See  generally  n«tes  to  Forms  1,  5,  8  and  II,  supra. 


286      CORPORATION  FORMS  AND  PRECEDENTS. 
PORTO  RICO. 

Form  208. 
ARTICLES  OF  INCORPORATION. 

This  is  to  certify  that  we   ,   ,   , 

do  hereby  associate  ourselves  together  into  a  corporation,  under  and  by 
virtue  of  the  provisions  of  an  Act  of  the  Legislative  Assembly  of  Porto 
Rico  entitled  the  "Private  Corporation  Act,"  approved  March  9,  1911, 
and  do  severally  agree  to  take  the  number  of  shares  of  capital  stock  set 
opposite  our   respective   names.  il     :asj;f.. 

1.  The   name  of  the  corporation   is    : .... . . .-  . 

2.  The  location  of  the  principal  office  within  the  Island  of  Porto  Rico 
is  at  Ko. ,  Street, 

3.  The  period  of  existence  of  this  corporation  shall  be    

4.  The  objects  for  which  this  corporation  is  formed  are 

5.  The  amount   of   the  total  authorized  capital  stock   of   this   corpoia- 

tion  is dollars,  divided  into shares  of  the 

par  value  of    dollars  each. 

'  The  amount  of  paid-in  capital  with  which  this  corporation  shall  com- 
mence  business   is    dollars. 

6.  The  names  and  post-office  addresses  of  the  incorporators  and  the 
number  of  shares  subscribed  for  by  each,  and  the  amount  of  their  sub- 
scription paid   in  by  each,   are   as  follows: 

Kame.  Post-Office  Address.        No.  of  Shares.  Am 't  Paid  In. 


In    Witness    Whereof,    we    have   hereunto   set   our    hands    and    seals    the 
day   of    ,   A.   D.   19 


[Seal] 
[Seal] 
[Seal] 


Signed,   sealed   and   delivered   in   the  presence  of: 


The  People  of  Porto  Rico ,) 

Municipality  of   ( 

Be  it  remembered.   That  on  this    day  of   , 

19 .... ,  before  me  a ,  personally  appeared   , 

^  and ,  who  are  known  to  me  to  be 

the  persons  named  in  and  who  executed  the  foregoing  instrument  of  writ- 
ing and  acknowledged  that  they  had  severally  signed  the  same  for  the  pur- 
poses and  considerations  therein  expressed. 

In   Witness  Whereof,   I   have  hereunto  set  my  hand  and  official  seal  at 
the  day  and  year  first  above  written. 

(Official  Seal.)  

See  generally  notes   to  Forms   1,   5,   8   and   11,  supra. 


STATE  FORMS.  287 

Form  209. 
CERTIFICATE  AS  TO  PAID-IN  CAPITAL. 

(Section   16,  Act  of  March  9,   1911.; 

In  accordance  with  the  provisions  of  Section    16  of  the   Law  of  Private 

(Jorporations,  approved  March  9,  1911,  we ,  president,  and 

,  secretary  (or  treasurer),  of  the  ,  a  corpo- 
ration organized  under  the  laws  of  Porto  Rico,  do  hereby  certify  that 
the  amount  of  dollars  of  the  capital  stock  of  said  corpora- 
tion has  been  paid  into  the  treasury  of  the  same  on ,  19.  . .  ., 

dollars  thereof  by  the  purchase  of  property  and 

dollars  thereof  in  cash.  That  the  amount  of  capital  stock  previously  paid 

and  reported  is    dollars.     And   that  the  total   amount  of 

capital   stock   paid   in    up   to   this   date   is    dollars. 

Witness   our   hands   the    day    of    ,    A.    I).    19.... 


President. 

Secretary    (or   Treasurer.) 
The  People  of  Porto  Eico...,| 

Municipality  of   ( 

,  President,  and ,  Secretary  (or 

Treasurer),   of   the   " , "   being  severally   duly  sworn,   on 

their  respective  oaths  depose  and  say  that  the  foregoing  certificate  by  them 
signed  is  true. 


President. 


Secretary   (or  Treasurer). 

Subscribed  and  sworn  to  before  me,  this day  of , 

A.   D.   19 


Form  210. 

CERTIFICATE  OF  AMENDMENT  TO  ARTICLES  OF 
INCORPORATION. 

(Section   17,   Act   of   March  9,   1911.) 

CERTIFICATE   OF    AMENDMENT. 

,  President,  and   ,  Secretary,  of  " , " 

do  hereby  certify  that  the  board  of  directors  of  said  corporation,  at  a 
meeting  of  said  board  duly  held,  passed  a  resolution  declaring  that  the 
changes  and  amendments  hereinafter  set  forth  are  advisable  and  calling 
a  meeting  of  the  stockholders  to  take  action  thereon;  that  such  meeting 
of  the  stockholders  was  thereupon  duly  held  pursuant  to  such  call  of  the 
board  of  directors  and  upon  due  notice  given  to  each  stockholder;  that  at 
said  meeting  more  than  two-thirds  in  interest  of  the  stockholders  having 
vi)tini:;  power  voted   in   favcr  of  S'.u-h  cl.anges  and  .".rv.enilments  which  were 


288   CORPORATION  FORMS  AND  PRECEDENTS. 

accordingly  adopted;   that  such  changes  and  amendments  are  as  follows: 

and  that  the  written  assent  of  said  stockholders  is  hereto  appended. 

In  "Witness  Whereof  said  corporation  has  caused  this  certificate  to  be 
signed  by  its  president  and  secretary  and  its  corporate  seal  to  be  hereto 
affixed,  the day  of ,  A.  D,  19. . . . 


President. 


[CoBPORATE  Seax]  Secretary. 

STOC?KHOLDERS  '   ASSENT. 

We,    the    subscribers,    being    stockholders    representing    two-thirds     (or 

more  than)  of  the  total  amount  of  the  capital  stock  issued  by  " ," 

having  voting  power,  and  having,  at  a  meeting  regularly  called  for  the 
purpose,  voted  in  favor  of  the  change  and  amendment  which  the  annexed 
certificate  refers  to,  do  now,  pursuant  to  the  statute,  hereby  give  our 
written  assent  to  said  change  and  amendment. 

Witness  our  hands  this day  of ,  A.  D.  19.  . . . 

Stockholders.  Proxies.  Number  of  Shares. 


ACKNOWLEDGMENT. 

The    People    of    Porto    Bico,) 
Municipality    of    I 

Be  it  remembered  that  on  tnis day  of ,  A.  D.  19 , 

before   me,   the  subscriber,    a    ,   personally   appeared    , 

President,    and     ,    Secretary,    of    " , " 

the  corporation  mentioned  in  the  foregoing  documents,  who  are  known 
to  me  and  who  being  by  me  duly  sworn,  on  their  oaths  say  that  they  are 
such  president  and  secretary,  and  that  the  seal  affixed  to  the  foregoing 
certificate  is  the  corporate  seal  of  said  corporation,  the  same  being  well 
known  to  them;  that  they  signed  said  certificate  and  affixed  said  seal 
thereto,  and  delivered  said  certificate  by  authority  of  the  board  of  directors 
and  with  the  assent  of  at  least  two-thirds  in  interest  of  the  stockholders  of 
said  corporation  having  voting  powers  as  and  for  their  voluntary  act  and 
deed,  and  the  voluntary  act  and  deed  of  said  corporation. 

And  they  further  say  that  the  assent  hereto  appended  is  signed  by  at 
least  two-thirds  in  interest  of  the  stockholders  of  said  corporation  having 
voting  power,  either  in  person,  or  by  proxy  thereunto  duly  authorized  in 
writing. 


President. 


Secretary. 
Subscribed  and  sworn  to  before  me  the  day  and  year  aforesaid. 


STATE  FORMS.  289 

Form  211. 
ANNUAL  REPORT  OF  DOMESTIC  CORPORATION. 


The 


Annual  Eepout. 
(Section  25,  Act  of  March  9,  1911.) 

The  corporation  above  named,  incorporated  and  registered  under  the 
laws  of  Porto  Rico  does  hereby  make  the  following  report  in  compliance 
with  the  provisions  of  Section  25  of  an  Act  entitled,  "An  Act  to  establish 
a  law  of  private  corporations,"  approved  March  9,  1911. 

I.  The  name  of  the  corporation   is    

II.  The  location  of  the  principal  office  is  No Street, , 

Porto  Rico. 

III.  The  object  of  the  business  is and  as  otherwise 

specified   in   the  articles  of   incorporation. 

IV.  The  amount  of  the  authorized  capital  stock  is   $ 

The  amount  actually  issued  and  outstanding  is    $ 

The  amount  actually  paid  in  is $ 

The  amount  of  the  existing  assets  of  the  corporation  is    ....$ 

Dollars,  and  they  consist  of  the  following  items,  to  wit: 


Total    amount    $ 

The  existing  liabilities  of  the  said  corporation  are  the  following,  to  wit: 


Total    amount     $ 

v.     The  names  of  all  the  directors  and  officers,  the  postoffice  address  of 
each  and  the  time  when  the  term  of  office  of  each  expires  are  as  follows: 

Date  of  Expiration 
Officers.  Names.  P.  O.  Address.  of  Term. 


President,    . . .  . 
Vice  President, 


Treasurer,    

Secretary,    

VI.  The  next  annual  meeting  of  the  stockholders  for  the  election  of 
directors   is  appointed  to  be  held  on    

VII.  lias  the  corporation  kept  at  its  principal  office  in  Porto  Rico  a 
transfer  book,  in  which  the  transfers  of  stock  are  made,  and  a  stock  book 
containing  the  names  and  addresses  of  the  stockholders  and  the  number 
of  shares  held  by  them  respectively,  open  at  all  times  to  the  examination 
of  the  stockholders,   as  required  by  law  I    

In  Witness  Whereof,  this  report  is  signed  in  behalf  of  the  corporation  by 


290      CORPORATION  FORMS  AND  PRECEDENTS. 

the  president  and  the (or  by  two  of  the  direetors)   of  the  said 

corporation    at    .j^-^-^s^.  •  -,    this day    of    ,    191.. 


Form  212. 

CERTIFICATE  OF  DISSOLUTION  BY  CONSENT  OF  TWO 
THIRDS  OF  STOCKHOLDERS. 

(Section  26,  Act  of  March  9,  1911.) 

Certificate  of  the  Eesolution  of  the  Board  of  Directors. 

We,  the  subscribers,  being  president  and  secretary   (or  treasurer)   of  the 

" , "    do    hereby    certify    that   at    a   meeting   of    the   board 

of   directors   of   said  corporation,   duly   called   for   that  purpose,   and   held 

on   the    day   of    ,   A.   D.    19 .  . .  .,    said   board   by   a 

majority  of  the  whole  vote  (or  unanimously,  as  the  case  may  be,)  did 
adopt  the  following  resolution; 

' '  Besolved,  that  in  the  judgment  of  this  board,  it  is  advisable  and  most 
for  the  benefit  of  " , "  that  the  same  should  be  forthwith  dis- 
solved; and  to  that. end  it  is  ordered  that  a  meeting  of  the  stockholders  be 

hold  on ,  the day  of ,  A.  D.  19 ,  at  the 

office  of  the  corporation  to  take  action  upon  this  resolution;  and,  further, 
that  the  secretary  forthwith  give  notice  of  said  meeting,  and  of  the  adoption 
of  this  resolution,  within  ten  days  from  this  date,  by  publishing  the  said 

resolution,  with  a  notice  of  its  adoption  in  the ,  a  newspaper 

published  in  the  city  of for  four  weeks  successively,  at  least 

once  a  week,  and  by  mailing  a  copy  of  the  same  to  each  and  every  stock- 
holder of  this  corporation  residing  in  Porto  Eico  or  in  the  United  States." 

In   "Witness  Whereof,   we   have   hereunto   set   our   hands   and   affixed  the 

Corporate   Seal   of   said  corporation,    this    day   of    , 

A.   D.   19 


President. 


Secretary   (or  Treasurer). 

Consent   op   Stockholders. 

Whereas    on   the    day    of    ,    A.    D.    19 ,    the 

directors    of    the    " ,"    at    a    meeting    called    for    that 

purpose,  did  adopt  a  resolution  as  follows; 

Resolved,  that  in  the  judgment  of  this  board,  it   is  advisable  and  most 

for  the  benefit  of  " ,"  that  the  same  should  be  forthwith 

dissolved;  and  to  that  end  it  is  ordered  that  a  meeting  of  the  stockholders 

be  held  on ,  the day  of ,  A.  D.  19 , 

at  the  office  of  the  corporation,  to  take  action  upon  this  resolution;  and, 
further,  that  the  Secretary  forthwith  give  notice  of  said  meeting,  and  of 
the  adoption  of  this  resolution,  within  ten  days  from  this  date,  by  pub- 
lishing the  said  resolution,  with  a  notice  of  its  adoption  in  the , 

a  newspaper  published  in  the  city  of  for  four  weeks  suc- 
cessively at  least  once  a  week,  and  by  mailing  a  copy  of  the  same  to  each 


STATP:  forms.  291 

and  every  stockholder  of  this  corporation  resiiling  in  I'orto  Kieo  or  in  the 
United  States. " 

And,  Whereas,  the  Secretary  of  the  said  corporation  did  give  notice  of 
the  meeting  of  stockholders,  called  by  said  resolution  as  required  by  hiw 
and  the  said  resolution: 

Now,  Therefore,  we,  the  sub^ribers,  representing  two-thirds  (or  more 
than  two-thirds)  in  interest  of  all  the  stockholders,  being  met  together  in 
pursuance  of  said  resolution  and  notice,  have  consented,  and  do  hereby 
consent,  that  the  said  corporation  be  forthwith  dissolved  as  proposed  in 
said  resolution. 

Witness  our  hands  this day  of   ,  .A.  D.   19.  . .  . 

Stockholders.  Proxies.  Number  of  Shares. 


ACKNOULEDGMKNT, 

The    People    of    Porto    Rico,j 
Municipality  of 


ss; 


and   being  duly  sworn,  on  their  oaths  say,  that 

they    are    respectively    the    President    and    Secretary     (or    Treasurer)    of 

'< "  J    that   the   consent    hereto    appended    is   signed   by 

two-thirds  (or  more  than)  in  interest  of  the  stockholders  of  said  corpora- 
tion having  voting  powers,  either  in  person  or  by  proxy  thereunto  duly 
authorized  in  writing;  that  they  signed  said  consent  as  their  voluntary 
act  and  deed;  and  that  all  the  requirements  provided  for  in  Section  26  of 
the  Law  of  Private  Corporations,  approved  March  9,  1911,  preliminary  to 
the  filing  of  these  documents  in  the  office  of  the  Secretary  of  Porto  Eico, 
have  been  complied  with. 

.iA>i..a:l>tCm?i\£..:       . 

President. 


Secretary   (or  Treasurer). 

Sworn  to  and  subscribed  before  me,   this    day  of    

A.  D.  19.... 


List  of  Directors  and  Officers. 

As  required  by  Section  :26  of  the  Private  Corporations  Act  of  March  9, 
1911,  the  following  statement  is  rendered  to  be  filed  in  the  office  of  the 
Secretary  of  Porto  Eico. 

The  following  is  a  list  of  the  names  and  residences  of  the  directors 
and  officers  of  said  corporation: 

The   officers  of  the  corporation   are: 

President,    

Secretary,    


292       CORPORATION  FORMS  AND  PRECEDENTS. 

Treasurer,    

Etc.,  etc., 

Dated,  ,  19 

The  foregoing  statement  is  correct  and  true. 


President. 


Secretary  (or  Treasurer). 
Affidavit  of  Publication. 


The  People  of  Porto  Eico | 

Municipality  of   I 

^  the  of  " , "  a  corporation 

organized  under  the  laws  of  the  Island  of  Porto  Eico,  being  duly  sworn, 
on  his  oath  says,  that  the  board  of  directors  of  the  said  corporation  have 

caused  the   certificate   of  consent  to  the   dissolution   of  " ," 

issued  by  the  Secretary  of  Porto  Eico,  dated  the day  of , 

19....,  to  be  published   in  the    ,  a  newspaper  published  in  the 

city  of ,  Island  of  Porto  Eico,  for  the  period  of  four  weeks  suc- 
cessively, at  least  once  a  week,  commencing  on  the day  of , 

19. . .  .,  as  required  by  Section  26  of  the  Private  Corporations  Act  of  March 
9,  1911. 


Sworn  and  subscribed  to  before  me,  this   day  of   , 

A.  D.  191.. 


Form  213. 
CERTIFICATE  OF  DISSOLUTION  BY  UNANIMOUS  CON- 
SENT OF  ALL  STOCKHOLDERS. 

(Section  26,  Act  of   March  9,   1911.) 

We,  the  subscribers,  being  all  of  the  stockholders  of  " ," 

a  corporation  organized  under  the  laws  of  Porto  Eico,  deeming  it  advisable 
and  most  for  the  benefit  of  said  corporation  that  the  same  should  be  forth- 
with dissolved,  do  hereby  give  our  consent  to  the  dissolution  thereof,  as 
provided  by  Section  26  of  the  Private  Corporations  Act  of  :March  9,  1911, 
and  do  sign  this  consent  to  the  end  that  it  may  l)e  filod  in  the  office  of  the 
Secretary  of  Porto  Eico. 

Witness  our  hands  this day  of ,  A.  D.  19 


The  People  of  Porto  Rico ,|  ^^^ 

Municipality  of   \ 

,  the  President,  and   ,  the  Secretary   (or 

Treasurer)    of   the   above-named   corporation,   being   duly   sworn,    on    their 


STATE   FORMS.  293 

oaths  say  that  the  foregoing  consent  to  the  dissolution  of  said  corporation 
has  been  signed  bj  every  stockholder  of  this  corporation. 


President. 


Secretary    (or   Treasurer). 

Sworn   and  subscribed  to  before  nic,   this    day  of    

A.  D.  19.... 


Form  214. 
VERIFIED  STATEMENT  FOR  FOREIGN  CORPORATION. 

(Section  37,  Act  of  March  9,  1911.) 
This  Writing  Witnesseth  That: 

1.  The  name  of  this  corporation   is   

2.  The  location  of  its  principal  oflBce  outside  of  the  Island  of  Porto  Rico 

is and  the  location  of  its  principal  office  within  the  Island  of 

Porto  Rico  is 

3.  The  object  of  the  business  is ,  and  as  otherwise  specified 

in  the  charter  or  articles  of  incorporation. 

4.  The  amount  of   its  authorized  capital  stock  is  $ Dollars. 

5.  The  amount  of  its  capital  stock  actually  paid  in  in  money  is  ($ ) 

Dollars. 

6.  The  amount  of  its  capital  stock  actually  paid  in  in  any  other  way  than 
money  is  $ Dollars,  and  consists  of  the  following  items,  to  wit: 


Total  amount   $ 

7.     The  amount  of  the  assets  of  the  corporation  is  $ jDoUftrs,  and 

they  consist  of  the  following  items,  to  wit: 
$ 


Total  amount   $ 

Which  sums  herein  stated  are  the  actual  cash  value  of  the  assets  of  the 
corporation. 

8.     The  liabilities  of  the  said  corporation  are  the  following,  to  wit: 

$ 

$ 

$ 


Total  amount   $ 

of  which  the  sum  of  $ Dollars  is  secured  upon  the  following  property 

and  in  the  following  manner:    ,  and  $ Dollars  is 

unsecured. 

9.     The  names  of  all  the  directors  and  officers,  the  post-office  address  of 
each  and  the  time  when  the  term  of  office  of  each  expires  are  as  follows: 


294    .  CORPORATION  FORMS  AND  PRECEDENTS. 

Date  of  Expiration  of 
Names  of  Directors.  P.  O.  Address.  Term. 


Date  of  Expiration  of 
Names  of  Officers.      Titles.         P.  O.  Addresses.  Terms. 


The  president   of  the  said  corporation    ,   and  the  secretary 

thereof ,  hereby  assert  on  their  oaths  that  the  allegations  made 

in  the  foregoing  statement  are  true,  which  statement  is  attested  by  the  fol- 
lowing named  persons  constituting  a  majority  of  the  board  of  directors,  to 
wit: 


In  testimony  whereof  the  said  president  and  secretary  and  directors  here- 
unto subscribe  their  names  at ,  this  the day  of , 

191 


STATE    OF    ..;•..,  ) 

'  ss  • 
County    of    ( 

Before    me,    the    undersigned    authority    personally    came    and  appeared 

,  who  are  known  to  me  to  be  the  identical  persons  who  signed 

the  foregoing  instrument  of  writing  and  acknowledged  that  they  had  sev- 
erally signed  the  same  for  the  purpose  and  consideration  therein  expresseC 

and  the  said    ,  president,  and   ,  secretary,  being 

by  me  duly  sworn  upon  their  oaths  depose  and  say  that  the  allegations 
therein  contained  are  true. 

To  certify  which  I  hereto  attach  my  official  seal  and  signature  at 
this   day  of   ,  191 .... 


(The  official  character  of  the  officer  taking  the  acknowledgment  must  be 
certified  to  by  the  Secretary  of  State,  or  by  a  county  clerk  or  other  officer 
performing  similar  duties,  or  by  a  United  States  Consul.) 

Form  215. 

CERTIFICATE  OF  CONSENT  TO  BE  SUED  AND  APPOINT- 
MENT  OF  AGENT. 

(Section  38,  Act  of  March  9,  1911.) 
In  accordance  with  the  provisions  of  Section  38  of  "An  Act  to  establish 
a  law  of  private  corporations,"  enacted  by  the  Legislative  Assembly  of 
Porto  Rico,  and  approved  on  March  9th    1911,  the ,  a  corpora- 
tion organized  under  the  laws  of  ,  hereby  certifies  that  it  has 

consented  to  be  sued  in  the  courts  of  the  Island  of  Porto  Eico  upon  all 


STATE   FORMS.  295 

causes  of  action  arising  against   it  in  the  said   Island,  and  that  senice  of 

jirocesH  may  be  made  againHt ,  a  resident  of  the  Jsland  of  Porto 

Kico,  who  resides  at   (1)    ,  in  said  Island. 

Witness  the  seal  of  said  corporation,  and  the  signatures  of  its  president 

and  secretary,  this day  of ,  191 .... 

Ml.'  <-''lf>'i 


'>T'7'"T'rr-'  .  ■  11'.-     .'       '.'T  •    ■'■. 

STATE  OP   ,) 

County  of I 

On    this   the day   of ,    191.  .,   before    me    personally 

appeared    and   ,  whose  signatures  appear  to  the 

above  and  foregoing  instrument,  and  who  being  by  me  duly  sworn,  depose 
and  say  that  the  signatures  to  the  above  instrument  are  genuine,  and  that 
the  seal  of  said  corporation  affixed  to  said  instrument,  is  the  seal  of  said 
corporation,  and  was  affixed  by  order  of  the  board  of  directors,  and  is  the 
genuine  act  and  deed  of  the  said  corporation. 

In  Witness  Whereof,   I   have  hereunto  set   my   hand  and  official  seal  at 
,  the  day  and  year  above  w^ritten. 


(The  official  character  of  the  officer  taking  the  acknowledgment  must  be 
certified  to  by  the  Secretary  of  State,  or  by  a  county  clerk  or  other  officer 
performing  similar  duties,  or  by  a  United  States  Consul.) 

(1)  The  agent,  according  to  law,  shall  reside  in  the  same  town  where  the 
principal  place  of  business  of  the  corporation,  if  it  has  any  in  Porto  Rico, 
has  been  established. 

Form  216. 
WRITTEN  CONSENT  OF  AGENT. 

(Section  39,  Act  of  March  9,  1911.) 
This  Writing  Witnesseth,  That  I, ,  a  resident  of , 


in  the  Island  of  Porto  Rico,  having  been  designated  by   ,  as 

agent  of  the  said  corporation  upon  whom  service  of  process  may  be  made 
in  all  suits  arising  against  said  corporation,  in  the  courts  of  the  Island  of 
Porto  Rico,  do  hereby  consent  to  act  as  such  agent,  and  that  service  of  pro 
oess  may  be  made  upon  me,  in  accordance  with  the  provisions  of  ' '  An  Act 
to  establish  a  law  of  private  corporations,"  passed  by  the  Legislative  As- 
sembly of  Porto  Rico,  and  approved  on  the  ninth  day  of  March,  1911. 

In   Witness   Whereof    I   hereunto   set   my   signature   this    day  of 

191... 


The  People  of  Porto  Rico,  7 

Municipality  of   C 

Before  me  the  undersigned  authority  this  day  personally  came  and  ap- 
».peared    ,   known  to  me  to  be  the  person   whose  name  is  sub- 
scribed   to    the    foregoing    instrument,    designated    "Written    Consent    of 
Agent,"   and   acknowledged  that   he  had   executed   the  same   for   the  pur- 
poses and  considerations  therein  stated. 


296      CORPORATION  FORMS  AND  PRECEDENTS. 

In  Witness  Whereof,  J  have  hereunto  set  my  hand  and  seal  of  office  in  the 

City  of ,  Island  of  Porto  Rico,  this day  of , 

191... 


Form  217. 
CERTIFICATE  OF  SUBSTITUTION  OF  AGENT. 

(Section  39,  Act  of  March  9,  1911.) 

The ,  a  corporation  organized  under  the  laws  of  the  State  of 

,   does   hereby   revoke,   cancel   and   annul   the   appointment   of 

,  as  its  agent,  upon  whom  process  may  be  served,  said  appoint- 
ment having  been  made  heretofore  and  filed  in  the  office  of  the  Secretary  of 
Porto  Rico,  according  to  law,  and  in  substitution  of  the  aforesaid  designa- 
tion so  filed  with  the  Secretary  of  Porto  Rico,  the  corporation  above  named 
does  hereby  ratify  its  consent  to  be  sued  in  the  courts  of  the  Island  of  Porto 

Rico,  and  make,  designate  and  appoint    ,  who  resides  at 

,  in  the  Island  of  Porto  Rico,  as  the  agent  of  said  corporation 

therein  and  in  charge  of  its  principal  office,  upon  whom  process  against  said 
corporation  may  be  served. 

Witness  the  seal  of  said  corporation,  and  the  signatures  of  its  president 
and  secretary,  this ,  day  of ,  191 . . 


1 


STATE  OF   ,) 

f  ss: 
County  of ( 

On   this  the    day  of    ,   191..,  before   me  personally 

appeared  and ,  who  I  am  satisfied  are  the  per- 
sons whose  signatures  appear  to  the  above  and  foregoing  instrument,  and 
who,  being  by  me  duly  sworn,  depose  and  say  that  the  signatures  to  the 
above  instrument  are  genuine,  and  that  the  seal  affixed  to  said  instrument 
is  the  seal  of  the  corporation  therein  mentioned,  and  was  affixed  by  order 
of  the  board  of  directors,  and  that  said  instrument  is  the  genuine  and  volun- 
tary act  and  deed  of  the  said  corporation. 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  official  seal  at 
,  the  day  and  year  above  written. 


(The  official  character  of  the  officer  taking  the  acknowledgment  must  be 
certified  to  by  the  Secretary  of  State,  or  by  a  county  clerk  or  other  officer 
performing  similar  duties,  or  by  a  United  States  Consul.) 

Form  218. 
REVOCATION  OF  APPOINTMENT  OF  AGENT. 

(Section  39,  Act  of  March  9,  1911.) 
In  accordance  with  the  provisions  of  section  39  of  the  Private  Corpora- 
tions Act  of  March  9,  1911,  the  " ,"  a  corporation  organized 

under  the  laws  of   ,  having  made  heretofore  and  filed  in  the 

office  of  the  Secretary  of  Porto  Rico,  under  the  provisions  of  the  corporation 
laws  then  in  force,  a  certificate  of  consent  to  be  sued  and  of  the  appoint- 


STATE  FORMS.  297 

ment  of ,  as  its  agent,  upon  whom'  process  may  be  served,  does 

hereby  revoke,  cancel  and  annul  said  certificate  and  appointment. 

Witness  the  seal  of  said  corporation,  and  the  signatures  of  its  President 
and  Secretary,  this day  of ,  A.  D.  19.  .. 


President. 

[Corporate  Seal]  

Secretary. 

STATE  OF   ,|^g. 

County  of \ 

On  this,  the day  of ,  A.  D.  19.  .,  before  me  personally 

appeared    and    ,  whose  signatures  appear  to  the 

above  and  foregoing  instrument,  and  who  being  by  me  duly  sworn,  depose 
and  say  that  the  signatures  to  the  above  instrument  are  genuine,  and  that 
the  seal  of  said  corporation  affixed  to  said  instrument,  is  the  seal  of  said 
corporation,  and  was  affixed  by  order  of  the  board  of  directors,  and  is  the 
genuine  act  and  deed  of  the  said  corporation. 

In  Witness  Whereof,  I   have  hereunto  set   my  hand   and  official   seal   at 
the  day  and  year  above  written. 


(The  official  character  of  the  officer  taking  the  above  acknowledgment 
must  be  certified  to  by  the  Secretary  of  State,  a  county  clerk  or  other  officer 
j)erforming  similar  duties,  of  the  State  in  which  he  holds  office,  or  in  a 
foreign  country,  by  a  U.  S.  Consul.) 

Form  219. 
REVOCATION  OF  CONSENT  OF  AGENT. 

(Section  39,  Act  of  March  9,  1911.) 
ThiB  Writing  Witnesseth  that  I ,  a  resident  of 


in  the  Island  of  Porto  Rico,  having  made  heretofore  and  filed  in  the  office 
of  the  Secretary  of  Porto  Rico,  under  the  provisions  of  the  corporation  laws 

then  in  force,  my  written  consent  to  act  as  agent  of  the   ,  a 

corporation  organized  under  the  laws  of  the  State  of    ,  upon 

whom  process  against  said  corporation   may  be  served,   do  hereby  revoke, 
cancel  and  annul  said  consent. 

In  Witness  Whereof,   I   hereunto  set   my  signature,   this    day  of 

A.  D.  19... 


The  People  of  Porto  Rico,  | 

Municipality  of   ( 

On  this,  the day  of ,  A.  D.  191.  .,  before  me  person- 
ally appeared   ,  known  to  me  to  be  the  person  whose  n&me  is 

subscribed  to  the  foregoing  instrument,  and  who,  being  by  me  duly  sworn, 
acknowledged  that  he  had  executed  the  same  as  his  genuine  and  voluntary 
act  and  deed  and  for  the  purposes  and  considerations  therein  stated. 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  seal  of  office  in  the 

City  of ,  Island  of  Porto  Rico,  this day  of , 

A.  D.  19... 


29b   CORPORATION  FORMS  AND  PRECEDENTS. 

Form  220. 
ANNUAL  REPORT  OF  FOREIGN  CORPORATION. 

THE 

ANNUAL  KEPORT. 
(Section  41,  Act  of  March  9,  1911.) 
The  Corporation  above  named,  incorporated  under  the  laws  of 


does  hereby  make  the  following  report  in  compliance  with  the  provisions  of 
Section  41  of  "An  Act  to  establish  a  law  of  private  corporations,"  enacted 
by  the  Legislative  Assembly  of  Porto  Rico,  and  approved,  March  9th,  1911. 

First.     The  name  of  the  corporation  is   

Second.     The  location  of  its  princip^il  oflBce  outside  the  Island  of  Porto 

Rico  is   ,  the  location  of  its  principal  office  within  the  Island 

of  Porto  Rico  is .,  and  the  agent  upon  whom  process  against  the 

corporation  may  be  served  is 

Third.     The   object   of   the   business   is    ,   and   as   otherwise 

specified  in  the  articles  of  incorporation. 

Fourth.     The  amount   of  the   authorized  capital   stock   is  $ 

Dollajs. 

Fifth.  The  amount  of  its  capital  stock  actually  paid  in  in  money  is 
$ Dollars.  < 

Sixth.     The  amount  of  its  capital  stock  actually  paid  in  in  any  other  way 

than  in  money  is  $ Dollars,  and  consists  of  the  following 

items,  to  wit: 


Sf^l^}jA.W.Xi^mJOQ?i-U.W)KHi\ 


Total  amount    $  ■  .  . 

Seventh.     The   amount   of   the  assets   of  the   corporation   is   $. 
Dollars,  and  they  consist  of  the  following  items,  to  wit: 


•j(l:  *'fc"  ".jn%:;,,;   P.y.    1->K    .'.^    f.'T'f^-rr"')    il'ytU'.v 


Total  amount   .'......, $ 

which  sums  herein  stated  are  the  actual  cash  value  of  the  corporation. 

Eighth.     The  itemized  amount  of  the  liabilities  of  the  said  corporation 
is  the  following,  to  wit: 


Total  amount    $ •  •  • 

of  which  the  sum  of  $ Dollars  is  secured  upon  the  following 

property  in  the  following  manner:    ,   and   $ 

Dollars   is  unsecured. 

Ninth.     The  names  of  all  the  directors  and  officers,  the  post-office  address 
of  each  and  the  time  when  the  term  of  each  expires  are  as  follows: 


STATE  FORMS.  299 

DATK  OF  EXPIKATION  OF 
NAMES   OF  DIRECTORS.  P.   O.    ADDRESSES.  TERMS. 


DATE   or   EXPIRATION    OT 
NAMES   OF   OFFICERS.      TITLES.       P.    0.    ADDRESSES.  TERMS. 


The  president  of  the  said  corporation  ,  and  the  secretary 

thereof ,  hereby  assert  on  their  oaths  that  the  facts  stated  in 

the  foregoing  report  are  true,  which  report   is  attested   by   the   following 
named  persons  constituting  a  majority  of  the  board  of  directors,  to  wit: 


In  Testimony   Whereof,  the  said  president   and   secretary   and   directors 

have  hereunto  subscribed  their  names  at ,  this  the day 

of ,  191... 


STATE  OF ,1 

County  of C 

Before  me  the  undersigned  authority  personally  came  and  appeared 
,  who  are  known  to  me  to  be  the  identical  per- 
sons who  signed  the  foregoing  instrument  of  writing  and  acknowledged  that 

they  severally  signed  the  same,  and  the  said   ,  president,  and 

^  secretary,  being  by  me  duly  sworn,  upon  their  oaths  depose 

and  say  that  the  facts  therein  stated  are  true. 

To  certify  which  I  hereto  attach  my  official  seal  and  signature  at 
,  this day  of ,  191.  .. 


(The  official  character  of  the  officer  taking  the  above  acknowledgment 
must  be  certified  to  by  the  Secretary  of  State,  a  county  clerk  or  other  officer 
performing  similar  duties,  of  the  State  in  which  he  holds  office,  or  in  a 
foreign  country,  by  a  United  States  Consul.) 


300   CORPORATION  FORMS  AND  PRECEDENTS. 

RHODE  ISLAND. 

Form  221. 
ARTICLES    OF    ASSOCIATION. 

Know  all  men  by  these  presents,  That  we, ,  all  of  lawful  age, 

hereby  agree  to  and  with  each  other: 

1st.  To  associate  ourselves  together  for  the  purpose  of  constituting  a 
corporation  under  and  by  virtue  of  the  powers  conferred  by  Chapter  212  of 
the  General  Laws  of  Ehode  Island,  1909. 

2nd.     Said  corporation  shall  be  known  by  the  name  of   

3rd.  Said  corporation  is  constituted  for  the  purpose  of  engaging  in  the 
business  of 

4th.     Said   corporation  shall  be  located  in   

5th,     The  capital  stock  of  said  corporation  shall  be  common  stock  in  the 

amount  of 1 . .  thousand  dollars,  to  be  divided  into  shares  of  the 

par  value  of dollars  each. 

In  testimony  whereof,  we  have  hereunto  set  our  hands  and  stated  our  resi- 
dences this day  of ^ ,  A.  D.  19. . .  . 

Name.  Residence. 


STATE    OF    RHODE    ISLAND,) 

County   of C 

In  the of ,  in  said  county  this  ....  day  of 

,  A.  D.  19 .... ,  then  personally  appeared  before  me , 

each  and  all  known  to  me  and  known  by  me  to  be  the  parties  executing  the 
foregoing  instrument,  and  they  severally  acknowledged  said  instrument  by 
them  subscribed  to  be  their  free  act  and  deed. 


Notary  Public. 
See  generally  notes  to  Forms  1,  5,  8  and  11,  supra. 

Form  222. 

CERTIFICATE  RETURNED  TO  THE  SECRETARY  OF 

STATE. 

By  the ,  of ,  pursuant  to  Section  24  of  Chapter 

213  of  the  General  Laws  of  Rhode  Island,  1909. 

Name  of  the  corporation   

Date  of  organization    

Amount  of  capital  stock  actually  paid  in  upon  organization,  $ 

Amount    of    increase,    $ 

Amount  of  increase  of  capital  stock  paid  in  on day  of $ 

Amount  of  increase  of  capital  stock  paid  in  on day  of $ 

Amount  of  increase  of  capital  stock  paid  in  on day  of $ 

Amount  of  increase  of  capital  stock  paid  in  on day  of $ 

Town  where  located,   


STATE  FORMS.  301 

Name  of  treasurer  and  postoflice  address,   


I,  ,  Treasurer  of  the  : ,  do  certify  the  foregoing 

statement  to  be  correct. 


,  191.. 

^Subscribed  and  sworn  to  before  me, 


Form  223. 
POWER    OF    ATTORNEY    (DOMESTIC    CORPORATION). 

state  of  Khodo  Island  and  Providence  Plantations. 

Know  all  men  by  these  presents:  That  the ,  a  corporation  cre- 
ated by  and  duly  organized,  pursuant  to  the  provisions  of  section  16  of  Chap- 
ter 212  of  the  general  laws  of  said  state,  1909,  hereby  constitutes  and  ap- 
points   of  the of ,  in  the  State  of  Rhode  Island, 

to  be  its  true  and  lawful  attorney,  to  accept  and  acknowledge  service  of  all 
process  against  such  corporation  in  this  State,  and  upon  whom  all  process, 
including  the  process  of  garnishment,  against  such  corporation  in  this  state 
may  be  served,  and  who  in  case  of  garnishment,  when  the  fees  therefor  shall 
have  been  paid  or  tendered,  shall  make  the  affidavit  required  by  law  in  such 
cases,  and  who  shall  cause  an  appearance  to  be  entered  in  like  manner  as  if 
such  corporation  had  existed  and  been  duly  served  with  process  within  this 
state.  (A  copy  of  such  power  of  attorney,  duly  certified  and  authenticated, 
shall  be  forthwith  filed  with  the  Secretary  of  State;  and  copies  thereof,  duly 
certified,  shall  be  received  in  evidence  in  all  courts  of  this  State.  If  such 
attorney  shall  die,  or  resign,  or  be  removed,  such  corporation  shall  forthwith 
make  a  new  appointment  as  aforesaid  and  forthwith  file  a  copy  with  said 
Secretary  of  State  as  above  prescribed,  so  that  at  all  times  there  shall  be 
within  this  state  an  attorney  authorized  to  accept  service  of  process  and  to 
enter  an  appearance  as  aforesaid ;  and  no  such  power  of  attorney  shall  be 
revoked  until  after  a  like  power  shall  have  been  given  to  some  other  com- 
petent person  resident  in  this  State,  and  a  copy  thereof  filed  as  aforesaid, 
l)ursuant  to  the  provisions  of  Chapter  212  of  the  General  Laws,  passed  at 
the  January  session,  A.  D.  1909.) 

In  testimony  whereof,  the  corporation  aforesaid  has  caused  its  name  to  be 

hereto  subscribed  and  its  corporate  zeal  to  be  affixed  by  its   , 

for  that  purpose  duly  authorized  this day  of ,  19.  .. 

[Corporate  Seal]  

By 


STATE  OF ,) 

County  of  f 

In  the of ,  on  this day  of , 

19.  .,  before  me  personally  appeared  the  above  named .,  who  is 

known  to  me  to  be  the   of  the  corporation  above  named,  and 


302      CORPORATION  FORMS  AND  PRECEDENTS. 

described  in  and  who  executed  the  foregoing  instrument,  who,  being  by  me 

iluly  sworn,  did  depose  and  say  that  he  is of  the , 

above  named,  and  that  he  knows  the  corporate  seal  thereof;  that  the  seal 
affixed  to  the  foregoing  instrument  is  the  corporate  seal  of  said  corporation 
and  was  affixed  thereto  by  order  of  the  Board  of  Directors  of  said  corpora- 
tion, and  that  he  has  subscribed  the  name  of  said  corporation  thereto  by  the 

like  order  as of  said  corporation. 

Subscribed  and  sworn  to  before  me  this day  of         ,  19. .. 


[Seal]  Notary  Public. 

STATE    OF    RHODE    ISLAND,] 


I,   ,  of  the   of    ,  in  said  State,  do 

hereby  consent  to  and  accept  the  foregoing  designation  this day  of 


STATE  OF  EHODE   ISLAND,! 


In  the of ,  this day  of , 

19.  .,  personally  appeared  before  me  the  above  named ,  who  is 

known  to  me  to  be  the  person  described  in  and  who  executed  the  foregoing 
consent  and  acceptance  and  acknowledged  that  he  executed  the  same  for  the 
purposes  therein  mentioned. 
Before  me, 


[Seai.]  Notary  Public. 

Form  224. 
FOREIGN  CORPORATION— POWER  OF  ATTORNEY. 

Know  all  men  by  these  presents.  That  the    ,  a  corporation 

created  by  and  duly  organized  under  the  laws  of  the  state  of , 

and  located  in  the of ,  in  the  state  of 

aforesaid,  hereby  constitutes  and  appoints of  the 

of in  the  state  of  Ehode  Island  and  Providence  Plantations, 

to  be  its  true  and  lawful  attorney,  to  accept  and  acknowledge  service  of  all 
process  whether  mesne  or  final,  for  and  in  behalf  of  said  corporation^  in  any 
action  or  proceeding  against  said  corporation,  which  may  be  brought  in  any 
court  in  the  state  of  Rhode  Island  and  Providence  Plantations,  including  the 
process  of  garnishment,  and  it  is  hereby  admitted  and  agreed  that  such  serv- 
ice of  process  aforesaid  shall  be  taken  and  held  to  be  as  valid  and  sufficient 
in  that  behalf,  as  if  served  upon  said  corporation  according  to  the  laws  of  the 
State  of  Rhode  Island,  and  all  claim  or  right  of  error  by  reason  of  such  serv- 
ice is  hereby  expressly  waived  and  relinquished.  This  appointment  is  to 
continue  in  force  for  the  period  of  time  and  in  the  manner  provided  by 
Chapter  300  of  the  General  Laws  of  Rhode  Island,  1909,  and  until  another 
attorney  shall  be  substituted  and  appointed. 

In  testimony  whereof,  the  corporation  aforesaid  has  caused  its  name  to  be 

hereto  subscribed  and  its  corporate  seal  to  be  affixed  by for 

that  purpose  duly  authorized,  this day  of ,  19. .. 

[CoEPOEATE  Seal]  


STATE   FORMS.  303 

STATE  OF  ,) 

County  of   I 

In  tho of on  this day  of , 

19..,  before  nio  personally  appeared  the  above  named   ,  who 

is  known  to  me  to  be  the of  the  corporation  above  named,  ami 

described  in  and  who  executed  the  foregoing  instrument,  who  being  by  uw. 

duly  sworn,  did  depose  and  say  that  he  is of  the 

above  named,  and  that  he  knows  the  corporate  seal  thereof;  that  the  seal 
affixed  to  the  foregoing  instrument  is  the  corporate  seal  of  said  corporation 
and  was  affixed  thereto  by  order  of  the  board  of  directors  of  said  corpora- 
tion, and  that  he  has  subscribed  the  name  of  said  corporation  thereto  by  like 
order,  as of  said  corporation. 


Subscribed  and  sworn  to  before  me  this day  of ,  19. 


[Notarial  Seal]  Notary  Public. 

STATE  OF  EHODE  ISLAND,] 

Providence,     

I,   of  the   of   in  said  State  do 

hereby  consent  to  and  accept  the  foregoing  designation  this day  of 

19... 


STATE  OF  EHODE  ISLAND,) 

I  ss  • 
Providence,    ( 

In  the of this day  of   , 

19.  .,  personally  appeared  before  me  the  above  named ,  who  is 

known  to  me  to  be  the  person  described  in  and  who  executed  the  foregoing 
consent  and  acceptance  and  acknowledged  that  he  executed  the  same  for  tho 
purposes  therein  mentioned. 
Before  me. 


[NoTARLVL  Seal]  Notary  Public. 

See  generally  Cook  on  Corporations,  §§696-700,  758;   Clark  &  M.,  Corp., 
5   834-865.     See  also  Maertens  v.  Scott,  33  R.  I.   356. 


304      CORPORATION  FORMS  AND  PRECEDENTS. 

SOUTH  CAROLINA. 

Form  225. 
DECLARATION    AND    PETITION    FOR    CHARTER. 

STATE  OF  SOUTH  CAROLINA,     ) 

>  ss  ■ 
County  of    I 

To  the  Secretary  of  State  of  South  Carolina: 

The  undersigned  petitioners  (Give  names  and  postoffice  addresses),  by 
this,  their  declaration  would  respectfully  show: 

].«t.     That  their  names  and  residences  are  as  above  given. 

I'nd.  That  the  name  of  the  proposed  corporation  which  they  desire  to 
form  is  (A  name  different  from  any  existing  corporation  must  be  selected) 


3rd.  The  place  at  which  it  proposes  to  have  its  principal  place  of  busi- 
ness, or  to  be  located,  is   

4th.  The  general  nature  of  the  business  which  it  proposes  to  do  is  (Do 
not  recite  power  given  by  general  law;   use  general  terms.)    

5th.     The  amount  of  Capital  Stock  is  to  be dollars,  payable 

(State  when  and  how  payable.)   

6th.  The  number  of  shares  into  which  the  Capital  Stock  is  to  be  divided 
is of  the  par  value  of   dollars  each. 

Wherefore  your  petitioners  pray  that  the  secretary  of  state  do  issue  to 
them  a  commission  authorizing  them  to  open  books  of  subscription  to  the 

capital  stock  of  the  proposed  corporation,  after days'  public  notice 

in  the ,  "a  newspaper  published  in  the  county  of 

And  your  petitioners  will  ever  pray,  etc. 


Date, ,  19... 

See  generally  notes  to  Forms   1,  5,  8  and  11,  supra. 

Form  226. 
RETURN   OF   CORPORATORS. 

STATE  OF  SOUTH  CAROLINA,/  » 

'  ss  * 
County  of    ( 

To  the  Secretary  of  State  of  South  Carolina: 

Whereas   did  on   day  of   A.  D,   19.., 

file  in  the  office  of  the  secretary  of  state  of  South  Carolina  a  written  declar- 
ation signed  by  themselves,  setting  forth: 

1st.     The  names  and  residences  of  petitioners  to  be  as  above  given. 

I'nd.     The  name  of  the  proposed  corporation  to  be    ,   with 

its  principal  place  of  business  at ,  and  the  nature  of  the  busi- 
ness it  proposes  to  do 

The  amount  of  the  capital  stock  to  be dollars,  and  the  num- 
ber of  shares  into  which  the  same  is  to  be  divided  to  be of  the 

par  value  of dollars  each :  and 

Whereas,  the  above  named  petitioners  were  appointed  by  you  a  board 


STATE  FORMS.  305 

of  corporators,  the  undersigned,  being  a  majority  thereof,  respectfully 
certify: 

Ist.  That  all  the  requirements  of  Title  XII,  Chapter  XL VII,  Article  1, 
of  the  Civil  Code  of  South  Carolina,  1912,  and  all  amendments  thereto, 
have  been  duly  and  fully  complied  with,  50  per  rent,  of  the  agf^ref^ate 
amount  of  the  capital  stock  having  been  sul)scribed  by  bona  fide  subscribers. 

I'nd.     That  pursuant  to  notice  published  as  recpiired,  a  meeting  was  held 

on ,  at  which  a  majority  of  all  stock  in  value  being  present,  in 

j»erson   or   by   proxy,   tlie   follou  ing   were   elected   directors:    , 

t > > 

3rd.     That  subsequently  tliere  was  elected  as  president    •   ;is 

vice-j)resident    ;    as  secretary    ;    us   treasurer 


4th.     Thai  over  iJU  per  cent,  of  tlie  capital  stock  sulisiTibcd  lias  been  paid 
to  the  treasurer. 

Wherefore  your  petitioners  pray  tliat  a  charter  ];e  issued  in  tlie  name  and 
for  the  purpose  indicated  in  tlieir  written  declaration. 

(Sign  here.) 

Corpuratdis.  i 

Date,  ,  19... 

See  generally  notes  to  Forms  1,  5,  8  and    11,  suprd. 

Form  227. 
APPLICATION  FOR  AMENDMENT   OF  CHARTER. 

THE  STATE  OF  SOUTH  CAROL!  NA,| 

County    of    ^ " 

To  the   Secretary  of  State  of  South   Carolina: 

Whereas,   there   was    issued   by   the   secretary   of   state,   a   charter   dated 

,  constituting  and'creating into  a  corporation, 

under  the  laws  of  this  state,  with  its  principal  place  of  business  at , 

and  with  a  capital  stock  of    d<)ll;us,  divided   into    

shares,    of   the    jiar    value    of    dollars,    each,    empowering    it    to 

engage  in  the  business  of    

The  undersigned,  a   majority  of  the  duly  elected   and  qualified  board  of 

directors  of  the  said    ,   hereby   certify   that    a   notice    (a   copy 

of    whicli    is   hereto    attached)    was   published    cmce   a   week   for    four   suc- 
cessive  weeks    in    the    .  . .  .• ,    a    newspaper   published    in   the  county 

of    of  a   meeting   on    ,    which  notice  stated   the 

time  and  jilace  of  meeting  and   the  ]>urpose  thereof. 

And  further,  that  said  meeting  was  duly  held  pursuant  to  notice,  and 
a  resolution  (a  copy  of  which  is  hereto  attached)  whs  oflVred  and  adopted 
by  a  ma  jority  vote,  to    

And  further  your  petitioners  certify  that  they  h;ive  complied  in  all 
respects  with  Section  18S9,  Chapter  XI, VI I  of  the  Code  of  Laws  of 
South    Carolina.    19(Il',    and   all    aiiiendriients   thereto. 


306   CORPORATION  FORMS  AND  PRECEDENTS. 


Wherefore   they  pray   that   the   charter  of   the  said    be  go 

amended. 

Signed  this    day  of    ,  ]9.... 


Directors. 


See   generally    as    to    the    amendment    of    corporate    charters,    Cook    oa 
Corporations,   §§  497-503. 

Form  228. 
APPLICATION    AND    STATEMENT    BY    FOREIGN    COR- 
PORATION  FOR    DOING   BUSINIESS. 

STATE   OF 

County  of 

To  the  Secretary  of  State  of  South  Carolina,  Columbia,  S.  C. 

The Company,  a  corporation  organized  and  existing  under 

the  laws  of  the  State  of ,  having  its  principal  office  at 

,  in  said  state  of ,  being  desirous  of  doing  business 

in  said  state  of  South  Carolina  and  of  complying  with  the  laws  thereof 
respecting  foreign  corporations  hereby  certifies: 

1.  That  the  principal  place  of  business  or  location  in  the  state  of  South 

Carolina  is  at   No ,    Street, ,   County 

of   

2.  That   .  .  ; ,  who  resides  at   County,  in  the 

state  of  South  Carolina,  is  agent  of  this  corporation  npon  whom  service  of 

any  legal  papers  may  be   made ;   that  said  The    Company 

hereby  stipulates  and  agrees  that  any  and  all  legal  papers  may  be  served 

at  said  office  upon  said   ,  or  any  officer,  agent  or  employee  of 

said  The   Company,  who  may  be  found  at  said   office,  by 

the  delivery  of  the  same  to  said ,  or  any  such  officer,  agent 

or  employee  found  at  said  office  or  location  in  South  Carolina,  or  if 
none  be  found  at  such  office  or  location,  then  by  leaving  copies  of  said 
legal  papers  at  such  office  or  location  and  that  such  service  of  such  legal 
papers  shall  have  like  force  and  effect  in  all  respects  as  service  upon 
citizens   of  South  Carolina  found  within  the  limits   of  said   state. 

3.  That  attached  hereto  and  filed  herewith  are  duly  authenticated  and 

certified   copies   of   the   charter   and   bylaws   of   said   The    

Company,  with  all  amendments  thereto  to  the  date  of  these  presents,  and 
of  the  whole  of  said  charter  and  by-laws  and  amendments  thereto. 

In  witness  whereof  said  The    ^  Company  has  caused  its 

corporate  name  to  be  hereunto  affixed  and  subscribed  by  its  president, 
and  its  corporate  seal  to  be  hereto  affixed  and  attested  by  its  secretary, 

both  of  said   officers  being  thereunto   duly   authorized,   this    day 

of    ,   19 

The    Company, 

[Corporate  Seal]  By   

Attest:     •  Its  President. 


Secretary. 


STATE  FORMS.  307 


STATE  OF  J 

>ss: 


County  of 


Personally  ajjpeared  before  me  the  undersigned  authority  on  this 

day  of ,  A.  D.  191.  .,  and  , 

personally  known  to   me  to  be  respectively  the  president  and  secretary  of 

The    Company,   a   corporation   organized   and   existing 

tinder  the  laws  of  the  state  of ,  and  being  by  me  each  duly 

eworn  acknowledged  that  they  are  respectively  the  president  and  secretary 

of  said   The    Company,  the  corporation   described   in   and 

which  executed  the  foregoing  instrument;  that  the  seal  alKxed  to  said 
Instrument  is  the  corporate  seal  of  said  Company;  that  it  was  so  affixed 
by  order  of  its  board  of  directors  and  that  they  respectively  signed  their 
names  to  the  above  instrument  by  like  order;  that  the  charter  of  said 
The  Company  and  the  by-laws  attached  to  said  instru- 
ment and  referred  to  therein  arc  true  copies  of  said  charter  and  by-laws  and 
of  all  amendments  thereto  and  of  the  whole  thereof. 


Subscribed  and  sworn  to  before  me  thig day  of 

19.... 


Notary  Public  in  and  for 


Form  229. 
DOMESTIC    CORPORATION— ANNUAL    REPORT. 

Statement  for  the  fiscal  year  19 .... ,  of  the Company, 

(a  corporation  organized  and  existing  under  the  laws  of  South  Carolina,) 
made day  of  February,  19 

1.  The  name  of  the  company  

2.  Location  of  principal  office   ' ." . 

3.  Name  and  post-office  address  of  each  of  the  following  officers: 


Name.  Address. 


President, 
Secretary, 
Treasurer, 
Superintendent  and 
General    Manager, 

Members  of  Board 
of  Directors, 


4.  Date  of  annual  election  of  ollicers    

5.  Amount  of  authorized  capital  stock  and  par  value  of  each  share: 


308      CORPORATION  FORMS  AND  PRECEDENTS. 

6.  Amount  of  capital  stock,  dollars. 

Subscribed, dollars. 

Issued  and  outstanding,   dollars. 

Paid  up, dollars. 

7.  Nature  and  kind  of  business  in  which  company  is  engaged 

8.  Place  or  places  of  business    

9.  The  following  changes  have  been  made  since  filing  the  last  annual 
report": 

Date.  Amount  of  Increase.  Date.  Amount  of  Reduction. 


In  Witness  Whereof,  said  corporation  has  caused  its  corporate  seal  to  be 
hereto  attached,  and  this  report  to  be  executed,  by  its  president  and  secre- 
tary, this day  of ,  19 

[Seal]  The    Company, 

By ,  President. 

,  Secretary. 

STATE  OF 
County  of  . 

',  being  duly  sworn,   deposes  and  says  that  he 

is  the   of  the   Company ;   that  he 

executed  the  foregoing  statement  in  the  name  of  and  on  behalf  of  said  cor- 
poration, and  caused  its  corporE^te  seal  to  be  thereto  affixed;  that  he  was 
authorized  to  make  said  statement,  and  to  execute  the  same,  by  authority  of 
the  corporation,  and  that  the  statements  thereiii  are  true. 


Sworn  to  before  me,  and  subscribed  in  my  presence,  this day 

of   ,  A,  D.  19.... 

[Seal]  


Form  230. 
ANNUAL  REPORT  OF  FOREIGN  CORPORATIONS. 

statement  for  the  Fiscal  Year  of  191.  .  of  The   Company. 

Made   Day  of  February,   191.. 

1.  The    name    of    the    Company    

2.  The  nature  of  the  Company,  whether  person  or  persons,  association- 
or  corporation    

.3.     Location   of    principal   oflRce    

4.     Name  of  the  postoffice  address  of  each  of  the  following  officers: 

Name.  Address. 

President,    

Secretary,    

Treasurer,    

Superintendent  and 

General   Manager,    

Members  of  f 

Board  of       J 

Directors,  ,....,.,.. 


STATE  P^ORMS.  309 

5.  Organized  under  the  laws  of  the  State  of   

6.  Date  of  annual  election  of  officers   

7.  Amount  of  authorized  capital  stock  and  par  value  of  each  share 
Dollars. 

8.  Amount  of  capital  stock   Dollars. 

Subscribed    Dollars. 

Issued  and  outstanding   Dollars. 

Paid-up    Dollars. 

9.  Nature  and  kind  of  business  in  which  Company  is  engaged 

10.  Place  or  places  of  business   

11.  The  following  are  the  officers  of  the  Company  located  in  South 
Carolina,  and  the  names  of  the  officers  and  agents  in  charge  of  its  business 
in  South  Carolina: 

Is'ame  of  OflScer.         Name  of  OflBce  or  Agency.  P.  0.  Address. 


]•_'.     The   value   of   the   property   owned   and   used   by   said   Company    in 
South   Carolina  and   its  location   is  as   follows: 

(Give  Value  of  Each  Plant  Separately.) 

Location.  Value  of  Plant. 


Total  value  of  property  in  the  State  of  South  Carolina,  $ 

Value  and   location  of  the  property  of  the  corporation  outside  of  South 
Carolina: 

Location.  Value  of  Plant. 


Total  value  of  property  outside  of  the  State  of  South  Carolina,  $ 

13.  The  proportion  of  the  authorized  capital  stock  of  the  Company  rep- 
resented by  property  owned  and  used  and  by  business  transacted  in  South 
Carolina   is    

14.  The  following  changes  have  been  made  since  filing  the  last  annual 
report : 

Date.  Amount  of  Increase.  Date.  Amount  of  Eeduction. 


In  Witness  Whereof,   Said   corporation   has  caused  its  corporate  seal   to 
be   hereto   attached,   and  this   report   to  be   executed  by  its  President   and 

Secretary,    this    day    of    ,    191 .  . 

The   Company, 

By  

President. 
[SfiAL]  

Secretary. 


310   CORPORATION  FORMS  AND  PRECEDENTS. 

STATE    or    

County    of    

,  being  duly  sworn,  deposes  and  says  that  he  is  the 

of  The   Company ;   that  he  executed  the 

foregoing  statement  in  the  name  and  on  behalf  of  said  corporation,  and 
caused  its  corporate  seal  to  be  thereto  affixed;  that  he  was  authorized 
to  make  said  statement,  and  to  execute  the  same,  by  authority  of  the  cor- 
poration, and  that  the  statements  therein  are  true. 


Sworn  to  before  me,  and  subscribed  in  my  presence,  this 
day  of   ,  A.  D.  191.. 


[Seal]  

Office  of  the  Comptroller  General, 

Columbia,  S.  C, ,  191.  . 

Upon  an  examination  of  the  foregoing  reijort,  and  from  my  knowledge 

of  other  facts  of  The   Company,  I  find  the  proportion  of 

the   authorized  capital  stock  of  said  corporation  represented  by  its  prop- 
erty and  business  in  South  Carolina  to  be per  cent.,  viz;   

Dollars   ($ ),  upon  which  I  hereby  charge  and  assess  a  fee  of  one- 
twentieth  ojf  one  per  cent.,  amounting  to  Dollars  ($ ). 


Comptroller  General. 

See  generally  as  to  foreign  corporations,  Cook  on  Corporations,  §§  696- 
700,  758;  Clark  &  M.,  Corp.,  §§834-865.  See  also  N.  Y.  Life  Ins.  Co.  v. 
Bradley,  83  S.  C.  418. 


STATE  FORMS.  311 

SOUTH  DAXOTA. 

Form  231. 

ARTICLES  OF  INCORPORATION. 


of 


Know  all  Men  by  these  Presents:     That  we,  the  undersigned , 

for  ourselves,  our  associates  and  successors,  have  associated  ourselves  to- 
gether for  the  purpose  of  forming  a  corporation  under  and  by  virtue  of  the 
statutes  and  laws  of.  the  State  of  South  Dakota,  and  we  do  hereby  certify 
and  declare  as  follows,  viz: 

I.  The   name   of   this   corporation   shall   be    

II.  The  purpose  for  which  this  organization  is  formed   

III.  The  place  where  the  principal  business  of  this  corporation  shall  bo 

transacted  is    ,  in  the  county  of   , 

state  of  South  Dakota,  but  a  business  office  may  be  located  at 

IV.  The  term  for  which  this  Corporation  shall  exist  shall  be  twenty- 
five   (25)   years. 

V.  The  number  of  directors  of  this  Corporation  shall  be   

and  the  names  and  residences  of  such  who  are  to  serve  until  the  election 
of  their  successors  are  as  follows: 

Names.  Residences. 


VI.  The   amount   of   capital   stock  of  this  corporation   shall   be  and   is 

dollars,   divided   into    shares   of   the   par   value   of 

dollars  each. 

VII.  The    resident    agent    of    this    corporation    upon    whom    service    of 

process  may  be  made,  shall  be   of   ,  South 

Dakota,  and  service  upon  him  shall  be  taken  and  held  as  due  and  personal 
service  upon  this  corporation. 

(Note:  The  above  article  applies  only  to  corporations  of  this  state  not 
doing  or  carrying  on  business  within  this  state.) 

In  Testimony  "Whereof,  We  have  hereunto  set  our  hands  this    

day  of    ,  19 


STATE  OF  ..'.;..'.,! ,    / 

'  ss  • 
County  of   f 

Be  It  Remembered,  That  on   this    day  of    ,  A.   D. 

19....,  before  me,  the  undersigned,  personally  appeared  the  above  named 
,  well  and  personally  known  to  me  to  be  the  same  per- 
sons described  in  and  who  executed  the  foregoing  instrument  and  severally 
duly   acknowledged  to   me   that   they   executed   the  same. 


312   CORPORATION  FORMS  AND  PRECEDENTS. 

lu  Witness  Whereof,  I  have  hereunto  set  my  hand  and  affixed  my  official 
seal  at  said  county  the  day  and  year  last  above  written. 


Notary  Public. 

STATE    OF      ,   ) 

>  ss : 

County   of    \ 

and ,  being  duly  sworn  each  for  himself 

deposes  and  says:  That  he  is  one  of  the  persons  described  in  and  who 
signed  the  foregoing  articles  of  incorporation  as  an  incorporator  therein; 
that  he  has  read  said  articles  and  knows  the  contents  thereof;  that  the  incor- 
porators intend  in  good  faith  to  form  a  corporation  for  the  purpose  of 
the  promotion  of  a  lawful  business,  as  set  forth  in  said  articles,  and 
not  for  the  purpose  of  enabling  any  corporation  or  corporations  to  avoid 
the  provisions  of  chapter  224,  Session  Laws  of  1909,  of  the  state  of 
South  Dakota,  relating  to  unlawful  trusts  and  combinations  and  laws 
amendatory  thereto. 


Subscribed  to  and  sworn  to  before  me  this day  of 

A.   D.   19 


Notary  Public. 
See  generally  notes  to  Forms  1,  5,  8  and  11,  suj)ra.     See  also  Anderson 
V.    Scandia    Mining   Syndicate,    26    S.    Dak.    558;    State   Banking   &    Trust 
Co.  V.  Taylor,  25  S.  Dak.  577. 

Form  232. 
AMENDMENT  TO  ARTICLES  OF  INCORPORATION. 

of     

We     and    ,   President   and   Secretary, 

respectively,    of    the    ,   a   corporation    organized    and   existing 

under  the  laws  of  the  state  of  South  Dakota,  hereby  certify  that  said 
corporation  at  a  meeting  of  the  stockholders  of  said  com- 
pany, held  at  its  office  in  the  city  of   ,  state  of   , 

on  the day  of ,  19 .... ,  amended  Article 

of  the  Articles  of  Incorporation  so  as  to  read  as  follows: 

Article 


We  further  certify  that  there  were  subscribed  and  outstanding  at  said 

date    shares   of  stock   of  said   Company   and   no   more,   and  that 

the   vote  by  which   said   Amendment   was   adopted   was    votes   in 

favor  thereof  and    votes  against,  being  more  than  two-thirds  of 

the  stock  outstanding  voting  in  favor  of  the  said  amendment. 

We  further  certify  that  said  meeting  was  regularly  called  and  that 
due  and  legal  notice  of  the  proposed  amendment  had  been  given  and 
that  the  attached   copy  of  notice  is  a  true  copy  of  the  notice  that  was 

served  upon   all   the  stockholders  of  the    and  said  notice  was 

given  in  the  manner  provided  by  law. 

In  Witness  Whereof,  We  have  hereunto  signed  this  Certificate  as  Presi- 


STATE  FORMS.  313 

dent    and   Secretary,   respectively   of   the   said    and   caused 

the  seal  of  said  (.'onipany  to  be  attached  hereto. 


President  of 
Secretary  of 


SB: 


STATE  OF  SOUTH  DAKOTA,] 
County    of    

Be  It  Remembered,  That  on  this day  of ,  19. 

before   me,    ,   a   Notary   Public    in   and   for   said   County   and 

State  personally  came and   ,  known  to  me  to  be 

the  persons  described  in  and  who  signed  the  foregoing  Certificate  as  to 
the  correctness  of  the  foregoing  Amendment  to  the  Articles  of  Incorpora- 
tion  of  the    and   personally   known  to  me  to   be  the   President 

and  Secretary,  respectively,  of  said ,  and  severally  acknowl 

edged  the  execution  and  signing  of  same  to  be  their  free  act  and  deed 
for  the  purposes  therein  set  forth. 

In  AVitness  Whereof,  I  have  hereunto  set  my  hand  and  seal  the  day  and 
year  last  above  written. 


Notary  Public. 
See  generally  Cook  on  Corporations,  §§492-503;  Clark  &  M.,  Corp.,  §57. 

Form  233. 

FOREIGN    CORPORATION— APPOINTMENT    OF    RESI- 
DENT  AGENT. 

For 

To  all  to  Whom  these  Presents  may  Come,  Greeting: 

This  Certifies,  That  ,  a  corporation  duly  organized  and  in- 
corporated under  the  laws  of  the  state  of ,  has  by  its  board  of 

directors   appointed    and    does   hereby    appoint    ,    residing    at 

,   in  the  county  of    and  state  of  South   Dakota,  its 

agent  resident  in  said  state,  for  the  purposes  hereinafter  named,  only, 
and  he  is  hereby  duly  authorized  to  accept  service  of  process,  and  upon 
whom  service  of  process  may  be  made  in  any  action  in  which  said  cor- 
poration may  be  a  party,  aad  service  upon  him  shall  be  taken  and  held 
as  due  and  personal  service  upon  said  corporation. 

In  "Witness  Whereof,  the  said  corporation,  by  its  board  of  directors,  has 

caused  this  appointment  to  be  signed  by  its   and  its  corporate 

seal  to  be  affixed  hereto  this  day  of   ,  A.  D.  19.  . . . 


Bj 


STATE  OF   ,1 

Iss: 
County  of \ 

On  this    day   of    ,   191..,   before   me    , 

a  notary  public  in  and  for  said  county  and  state,  personally  appeared 
known  to  me  to  be  the  of  the  cor- 
poration that  is  described  in  and  that  excutod  the  within  instrument,  and 


ZU      CORPORATION  FORMS  AND  PRECEDENTS. 

acknowledged  to  me  that  such  corporation  executed  the  same  for  the  pur 
•poses  herein  expressed. 

"Witness  my  hand  and  the  seal  of  my  office  this day  of , 

D.  191.. 


Notary  Public. 
See  generally  Cook  on  Corporations,  §§696-700;  Clark  &  M.,  Corp., 
§§834-865.  8ee  as  to  service  of  process  on  foreign  corporations.  Cook 
on  Corporations,  §758;  Clark  &  ^\.,  Corp.,  §861.  See  also  Queen  City 
Fire  Ins.  Co.  v.  Basford,  130  N.  W.  (S.  Dak.)  44;  Eeed  v.  Todd,  L'5 
S.  Dak.  421;  Coffin  v.  Smith,  26  S,  Dak.  536.  Ivanusch  v.  Great  Northern 
Kailway  Company,  26  S.  Dak.  158. 


STATE  FORMS.  315 

TENNESSEE. 

Form  234. 
CHARTER   OF  INCORrORATION— (GENERAL   FORM.) 

Be  It  Known,  that    are  herd)}-  constituted   a  body 

politic  and  corporate  by  the  name  and  style  of   for  the 

purpose  of 

Said  corporation  shall  have  an  authorized  capital  stock  of  $   

The  general  powers  of  said  corporation  are: 

To  sue   and   be  sued  by   the   corporate   name. 

To  have  and  use  a-  common  seal,  which  it  may  alter  at  pleasure.  If 
no  common  seal,  then  the  signature  of  the  name  of  the  corporation,  by 
any  duly  authorized  officer,  shall  be  legal  and  binding. 

To  purchase  and  hold,  or  receive  by  gift,  in  addition  to  the  personal 
property  owned  by  said  corporation,  any  real  estate  necessary  for  the 
transaction  of  the  corporate  business,  and  also  to  purchase  or  accept 
any  real  estate  in  payment  or  part  payment  of  any  debt  due  to  the  cor- 
poration, and  sell   realty  for  corporation  jnirposes. 

To  establish  by-laws,  and  make  all  rules,  and  regulations,  not  incon- 
sistent with  the  laws  and  the  Constitution,  deemed  expedient  for  the  man- 
agement of  corporate  affairs. 

To  appoint  such  subordinate  officers  and  agents,  in  addition  to  the 
President,  Secretary,  or  Treasurer,  as  the  business  of  the  corporation  may 
require. 

To  designate  the  name  of  the  office,  and  fix  the  compensation  of  the 
officers. 

To  borrow  money,  and  issue  notes  or  bonds  upon  the  faith  of  the  cor- 
porate property,  and  also  to  execute  a  mortgage  or  mortgages  as  further 
security   for   repayment   of   money  thus  borrowed. 

The  following  provisions  and  restrictions  are  coupled  with  said  grant 
of  powers: 

A  failure  to  elect  officers  at  the  proper  time  does  not  dissolve  the  cor- 
poration, but  those  in  office  hold  until  the  election  or  appointment  and 
qualification  of  their  successors. 

The  term  of  all  officers  may  be  fixed  by  the  by-laws  of  the  corporation, 
the  same  not,  however,  to  exceed  two  years. 

The  corporation  may,  by  by-laws,  make  regulations  concerning  the  sub- 
scription for,  or  transfer  of,  stock;  fix  upon  the  amount  of  capital  to  be 
invested  in  the  enterprise,  the  division  of  the  same  into  shares,  the  time 
required  for  payment  thereof  by  the  subscribers  for  stock,  the  amount  to 
be  called  at  any  one  time,  and  in  case  of  failure  of  any  stockholder  to 
pay  the  amount  thus  subscribed  by  him  at  the  time  and  in  the  amounts  thus 
called,  a  right  of  action  shall  exist  in  the  corporation  to  sue  said  default- 
ing stockholder  for  the  same. 

The  Board  of  Directors,  which  may  consist  of  five  or  more  members, 
at  the  option  of  the  corporation,  to  be  elected,  either  in  p^-rson,  or  by 
proxy,  by  a  majority  of  tlie  votes  cast,  each  share  representing  one  vote, 
shall  keep  a  full  and  true  record  of  all  their  proceedings;  and  an  annual 
statement  of  receipts  and  disbursements  shall  be  copied  on  the  minutes, 
subject  at  all  times  to  the  ins^iection  of  any  stockholder.  A  majority 
of    the   Board   of    Directors   shall    constitute    a   quorum,   and   shall    fill    all 


316      CORPORATION  FORMS  AND  PRECEDENTS. 

vacancies  until  the  next  election.  The  first  Board  of  Directors  shall  con- 
sist of  the  five  or  more  corporators  who  shall  apply  for  and  obtain  the 
charter.  The  books  of  the  corporation  shall  show  the  original  or  subse- 
quent stockholders;  their  respective  interests;  the  amount  which  has  been 
paid  on  the  shares  subscribed;  the  transfer  of  stock,  by  and  to  whom 
made;  also  other  transactions  in  which  it  is  presumed  a  stockholder  or 
creditor  may  have  an  interest. 

The  amount  of  any  unpaid  stock  due  from  a  subscriber  to  the  corpora- 
tion shall  be  a  fund  for  the  payment  of,  any  debts  due  from  the  corpora- 
tion. The  transfer  of  stock  by  any  subscriber  does  not  relieve  him  from 
payment,  unless  his  transferee  has  paid  up  all  or  any  of  the  balance  due 
on   said   original   subscription. 

By  no  implication  or  construction  shall  the  corporation  be  deemed  to 
possess  any  powers  except  those  hereby  expressly  given  or  necessarily 
implied  from  the  nature  of  the  business  for  which  the  charter  is  granted, 
and  by  no  inference  whatever  shall  said  corporation  possess  the  power 
to  discount  notes  or  bills,  deal  in  gold  or  silver  coin,  issue  any  evidence  of 
debts  as  currency,  buy  and  sell  any  agricultural  products,  deal  in  mer- 
chandise,  or   engage  in   any  business   outside  the  purpose   of  the   charter. 

The  right  is  reserved  to  repeal,  annul,  or  modify  all  charters.  If  any 
charter  is  repealed,  or  if  the  amendments  proposed,  being  not  merely 
auxiliary  but  fundamental,  are  rejected  by  a  vote  representing  more  than 
half  of  the  stock,  the  corporation  shall  continue  to  exist  for  the  purpose  of 
winding  up  its  affairs,  but  not  to  enter  upon  any  new  business.  If  th.j 
amendments  or  modifications,  being  fundamental,  are  accepted  in  a  gen- 
eral meeting  to  be  called  for  that  purpose,  any  minor,  married  woman, 
or  other  person  under  disability,  or  any  stockholder  not  agreeing  to  the 
acceptance  of  the  modification  shall  cease  to  be  a  stockholder,  and  the 
corporation  shall  be  liable  to  pay  said  withdrawing  stockholders  the  par 
value  of  their  stock  if  it  is  worth  so  much;  if  not,  then  so  much  as  may 
be  its  real  value  in  the  market  on  the  day  of  withdrawal  of  said  stock- 
holders as  aforesaid,  provided,  that  the  claims  of  all  creditors  are  to  be 
paid  in  preference  to  said  withdrawing  stockholders. 

We,  the  undersigned,  apply  to  the  State  of  Tennessee,  by  virtue  of  the 
laws  of  the  land,  for  a  Charter  of  Incorporation,  for  the  purposes  and 
with  the  powers,  etc.,  declared  in  the  foregoing   instrument. 

"Witness  our  hands,  this day  of ,  19 . . . . 


See  generally  notes  to  Forms  1,  5,  8  and  11,  supra.  See  also  Doty  v. 
American  Tp1."&  Tel.  Co.,  123  Tenn.  329;  Clark  v.  Memphis  St.  Ey.  Co., 
123    Tenn.    232. 

Form  235. 
AMENDMENT   TO    CHARTER   OF  INCORPORATION. 

Whereas,  at  a  regular  meeting  of  the  stockholders  of 


Company,  properly  called  and  held   at  the  office  of  said   company,   in   the 
town  of  ,  a  resolution  was  passed  authorizing  the  directors 


STATE  FOHMS.  317 

of  said  company  to  apply  for  an  amendment  to  the  charter  of  their  said 
company,  changing  the  name  of  the  same  (or  increasing  the  capital  stock 
thereof),  which  resolution  has  been  duly  entered  upon  the  minutes  of  said 
company. 

Now,  Therefore,  We,  the  undersigned,  comprising  the  hoard  of  direct- 
ors of  Company,  apply  to  the  state  of  Tennessee,  by  virtue  of 

the  general  laws  of  the  land,  for  an  amendment  to  said  charter  of  incor- 
poration for  the  purpose  of  investing  said  corporation  with  the  power 
to 

Witness  our  hands,  this the day  of , 

19.... 


See   generallv   as   to   amendments    to   corporate   charters.      Cook   on    Cor- 
porations,  §§492-503;    Clark   &   M.,   Corp.,   §57. 

Form  236. 

FOREIGN  CORPORATION— ANNUAL  REPORT  TO  STATE 

OF  TENNESSEE. 

Year  beginning  July  1,  19.  . .  . 

To   Hon , 

Secretary  of  State, 
Nashville,   Tenn. 

The  undersigned,  a  corporation  chartered  under  the  laws  of  the  state  of 

,    herewith    submits    its   annual    report    as    required    of 

corporations  under  Chapter  434,  Acts  of  1907,  as  amended  by  Chapter  13, 
Acts  of  Extra  Session,  1913. 

The  name  of  this  company  is   

Principal  office  and  place  of  business  is   

Principal  office  and  place  of  business  in  the  state  of  Tennessee  is 

Amount    of    authorized    capital    stock    is    $ 

Amount  of  capital  stock  issued  and  outstanding  is  $.  .  .  : 

The   President   of   said   corporation    is    .' 

The  Vice  President  is   

Other  Vice  Presidents  are 

The  Secretary  of  said  corporation  is 

The  Treasurer  of  said  corporation  is   

The  Board  of  Directors  are: 

1 5 

2 6 

3 7 

4 8 

9 

The   nature   and   character   of  the  business   in    which   said   corporation    is 
engaged  is    

All  of  which  is  respectfully  submitted,  this day  of 

19 

President. 

Secretary. 


318   CORPORATION  FORMS  AND  PRECEDENTS. 

STATE  OF ,| 

County  of { 

Personally  appeared  before  me,  a  notary  public   in  and   for  said   state 

and  county,  the  above  signed ,  who  stated  that  he  is  president 

(or  secretary)   of  the   and  that  the  foregoing  information  and 

statement  in  connection  therewith  is  true  and  correct. 


(President  or  Secretary  sign  oath  here.) 

Subscribed  and  sworn  to  before  me,  this  .  ." day  of , 

19.... 


Notary  Public. 

Notice. — All  reports  must  be  sworn  to. 

See  generally  as  to  foreign  corporations,  Cook  on  Corporations,  §§  696- 
700;  Clark  &  M.,  Corp.,  §§834-865.  See  as  to  service  of  process  on 
foreign  corporations,  Cook  on  Corporations,  §758;  Clark  &  M.,  Corp., 
§  861;  See  also  Clark  v.  Memphis  St.  Ev.  Co.,  123  Tenn.  232;  Stonega 
Coke  &  Coal  Co.  v.  Southern  Steel  Companv,  123  Tcnn.  428;  In  re  Standard 
Oak  Veneer  Co.,  173  Fed.  103;  Atlantic  Coast  Line  E.  Co.  v.  Eichardson, 
121  Tenn.  448. 


STATE  FORMS.  319 

TEXAS. 

Form  237. 
CHARTER— DOMESTIC     CORPORATION. 

STATE     OF    TEXAS, 

County  of   

Know  all  Men  by  these  Presents:     That  we, 

and    all   citizens   of 

county,  Texas,  under  and  by  virtue  of  the  laws  of  this 

State,  do  hereby  voluntarily  associate  ourselves  together  for  the  purpose  of 
forming  a  private  corporation  under  the  terms  and  conditions  hereinafter  set 
out,  as  follows: 

1.  The    name    of    this   corporation    is    

2.  The  purpose  for  which  it  is  formed  (here  quote  the  statutory  purpose). 

3.  The  place  where  the  business  of  the  corporation  is  to  be  transacted  is 
at ,  county,  Texas. 

4.  The  term  for  which  it  is  to  exist  is years. 

5.  The  number  of  directors  shall  be   and  their  names  and 

postoflSce  addresses  are  as  follows :    

6.  The  amount  of  the  capital  stock  is  $ ,  divided  into 

shares  of  $ each,  all  of  which  capital  stock  has  been  subscribed,  and 

50  per  cent  paid  in,  as  per  affidavit  attached  hereto. 

In  testimony  whereof  we  hereunto  sign  our  names  this   day 

of    ,   19.... 


STATE    OF    TEXAS, 
County  of  

Before  me,  the  undersigned!  authority,  on  this  .day  personally  appeared 

and   known  to  me  to  be  the  persons 

whose  names  are  subscribed  to  the  foregoing  instrument  and  severally 
acknowledged  to  me  that  he  executed  the  same  for  the  purposes  and  consid- 
eration therein  expressed. 

In  testimony  whereof  I  hereunto  subscribe  my  name  and  affix  the  seal  of 
my  office,  this  the day  of   ,  A.  D.  19 . 

[Seal]  (Name)   

(Office)    

See  generally  notes  to  Forms  1,  5,  8  and  11,  supra.  See  also  Bank  of 
De  Soto  v.  Reed,  50  Tex.  Civ.  App.  102;  Standard  Underground  Cable 
Co.  V.  Southern  Indep.  Tel.  Co.,  134  S.  W.    (Tex.  Civ.  App.)   429. 

Form  238. 
AMENDMENT  INCREASING  CAPITAL  STOCK. 

STATE     OF    TEXAS,        ) 

'  ss ' 
County  of   ( 

Know  all  Men  by  these  Presents:     That  at  a  meeting  of  the  stockholders 

of  the ,  held  at  the  office  of  the  company  in , 

Texas,  on  the day  of   ,  19 ,  in  conformity  with  the 


320   CORPORATION  FORMS  AND  PRECEDENTS. 

by-laws,  thereof,  two-thirds  of  the  stock  of  said  corporation  was  voted  to 
increase  its  capital  stock  from dollars  to dollars. 

Mow,  therefore,  we,  the  board  of  directors  of  said  corporation,  in  com- 
pliance with  the  action  of  the  stockholders,  have  this  ....  day  of , 

19. . . .,  increased  the  capital  stock  from  dollars  to   

dollars;  and  we  certify  that  all  of  said  increased  capital  stock  has  been 
subscribed,  and  50  per  cent  paid  in  as  per  affidavit  hereto  attached. 

In   testimony   whereof   we  hereunto  sign   our  names  this    day  of 

,    19---- 

(To    be   signed   by    a    majority    of    the    directors.) 


STATE    OF    TEXAS,       ) 

>  ss : 
County  of   \ 

Before  me,  the  undersigned  authority,  on  this  day  personally  appeared 

and    ,    known   to   me    to    be 

the  persons  whose  names  are  subscribed  to  the  foregoing  instrument,  and 
severally  acknowledged  to  me  that  he  executed  the  same  for  the  purposes 
and  consideration  therein  expressed. 

In  testimony  whereof  I  hereunto  subscribe  my  name  and  affix  the  seal 
of  my  office,  this  the day  of ,  A.  D.  19.  . .  . 

[Seal]  (Name)    

(Office)    

See  generally  Cook  on  Corporations,  §§492-503;  Clark  &  M.,  Corp.,  §57. 

Form  239. 

AFFIDAVIT  TO  ACCOMPANY  ORIGINAL  CHARTER,  OR 

AMENDMENT  TO  CHARTER  INCREASING 

CAPITAL    STOCK. 

STATE    OF    TEXAS,       ) 
County  of   ^ 

Before  me,  the  undersigned  authority,  on  this  day  personally  appeared 

,  known  to  me,  who  having  been  by  me  first  duly 

sworn  on  oath  say  each  for  himself: 

That  they  are  the  indentical  parties  who  executed  the  charter  of 

company  as  incorporators  (or  that  they  comprise  the  present  board  of 
directors  of  the company),  that  the  full  amount  of  the  (in- 
Creased)  capital  stock  of  said  company  has  been  in  good  faith  subscribed 
and  $ thereof  paid  in;  that  the  following  are  the  names  and  post- 
office  addresses  of  the  parties  subscribing  to  the  capital  (or  increased  capi 
tal)   stock: 

Name.  Postoffice  Address. 


That  the  amount  subscribed  by  each  and  the  amount  paid  by  each  is  aa 
follows : 


STATE  FORMS.  321 

Name.  Amount  Subscribed.  Amount  Paid. 


That  the  above  subscriptions  were  paid  as  follows* 


Subscribed  and  sworn  to  before  me  this  day  of 

A.  D.   19.... 


Notary  Public County,  Texas. 

[Note. — Proof  of  final  payment  must  be  made  in  same  manner  as  proof 
of  payment  of  original  capital  stock.] 

Form  240. 

AMENDMENT   CHANGING  NAME   OR   PLACE   OF  BUSI- 
NESS  OF   A   CORPORATION. 

STATE    OF    TEXAS, 
County    of    

Know  all  Men  by  these  Presents:   That  at  a  meeting  of  the  stockholders 

of  the ,  held  at  the  ofl&ce  of  said  company  at , 

Texas,  on  the day  of ,  19 ,  in  conformity  with 

the  by-laws  thereof,  a  majority  of  the  stockholders  of  said  corporation 
voted  to  change  the  name  or  place  of  business  (state  which)  from 
to 

Now,   therefore,   we,    the   board   of   directors   of   said   corporation,    have 

this    day   of    ,   19....,  changed   the   name   or   place 

of   business    (state   which)    from    to    ,    and   wo 

hereby  certify  the  same  to  the  Secretary  of  State  of  the  state  of  Texas. 

In   testimony   whereof   we   hereunto   subscribe   our   names   this    

day  of    ,   19.... 

(To  be  signed  by  a  majority  of  the  directors.) 


STATE    OF    TEXAS,       ) 
County    of    C 

Before  me,  the  undersigned   authority,  on  this  day  personally  appeared 

,    ,   and    ,   known   to   me   to   be   the 

persons  whose  names  are  subscribed  to  the  foregoing  instrument  and 
se\erally  acknowledged  to  me  that  he  executed  the  same  for  the  purposes 
and  consideration  therein  expressed. 

In  testimony  whereof   I  hereunto  subscribe  my  name  and  aflix  the  seal 

of  my  office,  this  the   day  of   ,  A.   D.   19 

( Name ) 

[Seal]  (Office) 

See  generally  as  to  amendments  to  corporate  charters,  Cook   on   Corpor- 
ations,  §§499-503;   Clark  &  M.,  Corp.,   §57. 

*  Here  should  be  added  the  manner  of  payment,  whether  in  cash,  prop- 
erty or  labor,  describing  the  property  or  labor. 


322      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  241. 
CERTIFICATE  OF  DISSOLUTION. 

STATE    OF    TEXAS,       ) 

County  of    I 

Know  all  Men  by  these  Presents:    That  we,  the  undersigned,  being  all 

of  the  stockholders  of  the ,  of ,  Texas,  a 

corporation  duly  organized  under  the  laws  of  the  State  of  Texas,  do  each 
hereby  consent,  as  evidenced  by  our  respective  signatures  hereto  attached, 

that  the  said   Company  shall  from  and  after  the  date  of  filing 

hereof  in  the  office  of  the  Secretary  of  State  of  the  state  of  Texas,  be  dis- 
solved, as  provided  by  law. 

Stockholders.  Stockholders. 


We,   the   undersigned,    President,    Secretary, 

and    Treasurer,    of    the    aforesaid    corporation,    do    hereby 

certify  that  the  above  and  foregoing  consent  to  the  dissolution  of  the 
Company  is  the  true  and  correct  action  of  all  the  stockhold- 
ers of  said  Company;  and  we  further  certify  that  the  names  and  addresses 
of  all  the  officers  and  directors  of  said  Company  are  as  follows: 

Officers. 
Names.  Postoffice  Address. 


Directors 
Names.  Postoffice  Address. 


In  testimony  whereof  we  have  hereunto  set  our  hands  this day 

of    ,   191.. 

,    President. 

,    Secretary. 

,    Treasurer. 

Subscribed  and  sworn  to  before  me,  the  undersigned  authority,  on  this 
day  of    ,  A.  D.  191.. 


[Seal]  Notary  Public, County, 

Texas. 
(Note. — "Where    one   party    is   both    an    officer    and    director,    note   same 
by  giving  title  of  each  office.) 

See  generally  Cook  on  Corporations,  §  628;  Clark  &  M.,  Corp.,  §§  332-334. 


STATE  FORMS.  323 

Form  242. 
ANNUAL   REPORT    OF    CORPORATIONS. 

STATE  OF 

County  of   

Before  nic,  the  undersigned  authority"  duly  enii)owered  to  administer  oaths 

ill  the  State  and  County  aforesaid,  personally  appeared   , 

president   (or  other  officer)  of  the   Company,  a  corporation 

duly  organized  and  existing  under  and  by  virtue  of  the  laws  of  the  state 

of ,  and  having  its  principal  office  at   ,  in 

the  County  of  ,  in  said  state  of   ,  the 

said being  personally  known  to  me,  aud  having  been 

duly  sworn  on  oath,  says: 

That  the  total  authorized^  capital  stock  of  said 

Company  is $ 

That  the  total  amount  of  its  capital  stock  issued  and  out- 
standing on  March  1st,  191. .,  was $ 

That  the  total  amount  of  its  surplus  and  undivided  profits  on 

March  1st,  19 ,  was $ 

Total    $ 

[Corporate  Seal]  

S>vorn  to  and  subscribed  before  me  this  the day  of . .  ., 

A.  D.  19 ,  at   


Notary  Public. 

The  above  affidavit  is  required  by  sections  4  and  5  of  the  Acts  of  Texas, 
1907,  page  504,  and  must  be  filed  between  the  first  and  tenth  days  of 
March  of  each  year  and  show  the  condition  of  the  corporation  on  the  first 
day  of  March 'of  such  year.  It  may  be  made  by  the  president,  vice 
president,  general  manager,  secretary,  treasurer  and  superintendent.  Both 
domestic  and  foreign  corporations  are  required  to  make  this  annual  report. 

Form  243. 

FOREIGN   CORPORATION— APPLICATION  FOR   PERMIT 
TO   DO   BUSINESS   IN   THE   STATE    OF   TEXAS. 

. duly    incorporated   under   the   laws    of    , 

hereby  makes  application  for  permit  to  do  business  in  the  State  of  Texas. 

1.  The    name    of    said    corporation    is    

2.  *The  permit   it  desires   is  for  the  business    which 

said  business  it  is  permitted  to  do  in  the  State  of  ,  being 

the    State    where    it    is    incorporated    under    the   laws   of   said    State,    and 
which  business   it   is  now  actually  engaged  in   in  said  State. 

3.  The   home   office   of   said   company   is   at    and   its 

business  in  Texas  is  to  be  transacted  at   Name  and  address 

of   agent  in   Texas    and   its  principal  place  of  business  and 

principal  office  in  t  the  State  of  Texas  is  at  

•Purposes  must  be  limited  as  expressed  in  some  one  subdivision  Art.  642, 
page  1,  and  also  authorized  by  Articles  of  incorporation. 

flf  incorporated  in  a  foreign  country  and  has  no  principal  office  in  Texas, 
then  give  the  principal  place  of  business  and  principal  office  in  the  United 
States. 


324      CORPORATION  FORMS  AND  PRECEDENTS. 

4.  The  number  of   directors  are    and  the  names  and 

residences  of   its  present   directors  are: 

residence 

residence 

residence 

residence 

residence 

5.  The  authorized  capital  stock  of  said  company,  subscribed  or  unsub- 
scribed, is    ,  divided   into    shares  of    

each. 

This  application  is  accompanied  by  a  copy  of  the  original  articles  of 
incorporation,    together    with    all    amendments    thereto,    of    said    company, 

certified  to  under  the  hand  and  seal  of # ,  the  keeper  of  the 

records  of  articles  of  incorporation  in  the  said  State  of 

(Must  be  signed  officially  by  president  and  secretary  or  board  of  direc- 
tors.) 


STATE  OF ,)    g. 

County  of  ^ 

Personally   before  me   the  undersigned   authority   on   this   day   appeared 

and    ,   known   to   me   to  be   the  persons  whose 

names  are  subscribed  to  the  foregoing  instrument,  who  each  for  himself 
acknowledged  to  me  that  he  executed  the  same  for  the  purposes  and  con- 
sideration therein  expressed,  and  in  the  capacity  therein  stated.     And  the 

said   being  further  duly  sworn  on  oa,th  says  that  the  capital 

stock  of  said  company  subscribed  or  unsubscribed  is  and 

no   more,   and  th; 

t(one  hundred  thousand  dollars  has  been  paid  in. 
)50  per  cent  of  the  same  has  been  subscribed  and  10  per  cent  paid  in. 

Witness  my  hand  and  official  seal  at this day  of 

A.   D.    19 


[Seal]  

See  generally  Cook  on  Corporations,  §§696-700;  Clark  &  M.,  Corp., 
§§  834-865.  See  as  to  service  of  process  on  foreign  corporations,  Cook 
on  Corporations,  §758;  Clark  &  M.,  Corp.,  §861.  See  also  Continental 
Oil  &  Cotton  Co.,  V.  Van  Winkle  Gin  &  Machine  Works,  131  S.  W.  (Tex. 
Civ.  App.)  415;  Southwestern  Tel.  &  Tel.  Co.  v.  City  of  Dallas,  131  S.  W. 
(Tex.  Civ.  App.)  80;  Ft  Worth  Glass  &  Sand  Co.  v.  Smythe  Co.,  I'lS 
S.  W.  (Tex.  Civ.  App.)  1136;  City  of  San  Antonio  v.  Salvation  Army, 
127  S.  W.  (Tex.  Civ.  App.)  860;  Geiser  Mfg.  Co.  v.  Gray,  126  S.  W. 
(Tex.  Civ.  App.)  610. 

tErase  clause  not  applicable. 


STATE  FORMS.  325 

Form  244. 

ANTI-TRUST  AFFIDAVIT. 
STATE  OF ,  ) 

>  S3  ■ 

County  of \  " 

Before  me,  the   underBigned  authority,   on  this  day   personally  appeared 

,  President  of  the   ,  who  being  by  me  first  duly 

sworn,   deposes  and  says: 

That   the    is   not   a   trust   or   organization    in   restraint    of 

traile  in  violation  of  the  laws  of  the  State  of  Texas;  that  it  has  not, 
within  twelve  months  next  preceding  the  date  of  this  affidavit,  entered 
into  any  combination,  contract,  obligation  or  agreement  to  create,  or 
which  may  tend  to  create  or  carry  out  any  restrictions  in  trade  or  com- 
merce or  aids  to  commerce,  nor  to  fix,  maintain,  increase  or  reduce  the 
price  of  any  merchandise,  produce  or  commodity,  or  any  article  of  com- 
merce, nor  to  prevent  or  lessen  competition  in  the  manufacture,  making, 
transportation,  sale  or  purchase  of  any  merchandise,  produce,  or  com- 
modity or  any  article  of  commerce,  or  in  the  preparation  thereof  for 
market;  nor  to  fix  or  maintain  any  standard  or  figure  whereby  the  price 
of  same  is  or  has  been  in  any  manner  affected,  controlled  or  established. 
That  it  has  not,  during  said  time,  entered  into,  executed  or  carried  out  any 
contraot,  obligation  or  agreement  with  any  other  person,  cor'poration  or 
association  of  persons  not  to  sell  or  dispose  of  any  commodity  or  article 
of  commerce  below  a  common  standard  or  figure,  or  to  keep  the  price 
thereof  at  a  fixed  or  graded  figure,  or  to  preclude  a  fair  and  unrestricted 
competition  in  the  sale  of  any  commodity  or  article  of  commerce,  or  to 
regulate,  fix  or  limit  the  output  thereof,  or  to  abstain  from  engaging 
in  or  continuing  business  or  from  the  purchase  or  sale  of  any  commodity 
or  any  other  article  of  commerce  partially  or  entirely  within  the  State  of 
Texas  or  any  portion  thereof. 

Affiant   further  says  that  t*he  said   has  not,  within  twelve 

months  next  preceding  the  date  of  this  affidavit,  either  directly  or  through 
the  instrumentality  of  trustees  or  otherwise,  acquired  the  shares  or  cer- 
tificates of  stocks  or  bonds,  franchises  or  other  rights  or  the  physical 
properties  or  any  part  thereof  of  any  other  corporation  or  corporations 
for  the  purpose  of  preventing  or  lessening,  or  which  tends  to  affect  or 
lessen  competition.  That  it  has  not  within  said  time  entered  into  any 
agreement  or  understanding  to  refuse  to  buy  from  or  sell  to  any  other 
person,  corporation,  firm  or  association  of  persons  any  commodities  or 
articles  of  commerce,  nor  entered  into  any  agreement  to  boycott  or 
threatened  to  refuse  to  buy  from  or  sell  to  any  person,  firm,  corporation 
or  association  of  persons  for  the  buying  from  or  selling  to  any  other 
person,  firm,  corporation  or  association  of  persons. 

Affiant  further  says  that  no  officer  of  the  said   has  within 

his  knowledge,  during  said  twelve  months,  made  on  behalf  of  it  or  for 
its  benefit,  any  such  contract  or  agreement  as  is  specified  in  this  affidavit. 


326   CORPORATION  FORMS  AND  PRECEDENTS. 

Sworn  to  and  subscribed  before  me,  this  the day  of 

A.  D.  19 ,  at   


Notary  Public  in  and  for County, 

(Note. — The  above  affidavit  must  be  subscribed  and  sworn  to  by  the 
president  or  vice-president  or  secretary  or  treasurer  or  two  of  the  directors 
of  the  corporation  applying  for  a  permit.) 


STATE  FORMS.  327 


UTAH. 

Form  245. 

ARTICLES   OF  INCORPORATION 
OF  LAUNDRY  COMPANY. 

Know  All  Men  by  TheBo  Presents,  That  we,  the  undersigned,  have  this 
day  voluntarily  associated  ourselves  together  for  the  purpose  of  forming 
a  corporation  under  the  laws  of  the  State  of  Utah,  and  we  hereby  certify: 

I.  That  the  name  of  said  corporation  is  " Laundry  Com- 
pany. ' ' 

II.  Said  corporation  is  organized  at,  and  the  place  of  its  general 
business  shall  be  at,  Salt  Lake  City,  Utah,  at  which  place  its  principal 
place  of  business  shall  be  established;  but  branch  places  of  business, — 
each  complete  in  itself  for  the  carrying  on  of  business, —  may  be  estab- 
lished at  such  other  cities  in  this  state  as  the  board  of  directors  may  deem 
advisable. 

III.  The  names  of  the  incorporators,  their  place  of  residence,  and  the 
amount  of  stock  each  party  has  subscribed,  are  as  follows,  viz. : 

Name  of  Place  of  Number  of 

Incorporators.  Residence;  Shares.  Par     Value. 


Trustee. 

IV.  The  term  for  which  this  company  is  to  exist  is  One  Hundred  (100) 
years  from  and  after  the  date  hereof. 

V.  The  capital  stock  of  this  corporation  shall  be  Twenty-Five  Thou- 
sand ($25,000.00)  Dollars,  divided  into  Two  Thousand  Five  Hundred 
(2,500)  shares,  of  the  par  value  of  Ten  (10)  Dollars  per  share,  which  shall 
be  paid  in  cash.    Said  stock  shall  be  and  is  fully  paid  up  and  non-assessable. 

VI.  All  of  the  stock  subscribed  for  by  the  above  named    , 

Trustee,    in   paragraph    III    hereof,   shall   be   held   for   the   benefit   of   the 

corporation,    in   trust,   as   treasury    stock,    and    said    has   no 

property  right  in  nor  personal  liability  to  pay  for,  said  stock.  Said 
treasury  stock  shall  be  sold  for  cash  only;  but  the  board  of  directors  may 
fix  the  price  thereof  at  such  sum  as  they  may  deem  to  the  corporation's 
best  interests,  or  may  sell  the  same  on  installments  holding  the  stock 
as  collateral  until  fully  paid  for. 

VII.  The  purpose  for  which  this  corporation  is  formed  is  to  operate 
and  carry  on  a  general  laundry  business  at  Salt  Lake  City,  Utah,  and 
such  other  cities  as  the  board  of  directors  may  deem  advisable;  and  to  that 
end  the  corporation  is  empowered  to  rent,  lease  or  buy  any  and  all  prop- 
erty— both  real  and  personal, — that  the  board  of  directors  may  deem  ad- 
visable,  or  expedient,  in  carrying  on   said  business. 

VIII.  The  private  property  of  the  stockholders  shall  not  be  liable 
for  corporate  debts. 

IX.  Two    members    of    the   board    of    directors    shall    be   necessary    to 


328   CORPORATION  FORMS  AND  PRECEDENTS. 

form   a   quorum   and  be  authorized   to   transact   the  business   and  exercise 
the  corporate  powers  of  this  company. 

X.  The  officers  of  this  corporation  shall  be  a  president,  a  vice-president, 
a  secretary  and  a  treasurer,  who  shall  each  hold  office  for  the  term  of  one 
year,  and  until  their  successors  are  appointed  and  qualified.  The  directors 
shall  from  their  members  appoint  the  above  named  officers  at  their  first 
meeting  after  the  regular  annual  meeting  of  stockholders;  except  only 
that  the  secretary  and  treasurer  need  not  be  a  director,  or  directors.  One 
person  may  be  both  secretary  and  treasurer,  or  one  person  be  secretary 
and  another,  treasurer  at  the  option  of  the  board  of  directors.  Said 
officers  shall  perform  the  duties  usually  performed  by  'such  officers  of 
commercial  corporations,  but  the  board  of  directors  shall  have  power  to 
adopt  by-laws  defining,  or  limiting,  the  authority  and  duties  of  any  and 
all  officers  of  this  corporation. 

XI.  Regular  annual  meetings  of  stockholders  shall  be  held  on  the  second 
Monday  of  April  in  each  year  for  the  election  of  directors  and  the  tran- 
saction of  such  general  business  as  may  properly  come  before  the  stock- 
holders at  such  meetings,  and  at  such  meetings  the  secretary  and  treasurer 
shall  submit  complete  records  showing  the  financial  condition  of  the  cor- 
poration. Each  stockholder  shall  be  entitled  to  one  vote  for  each  share 
of  stock  owned  by  him,  which  he  may  cast  in  person  or  by  written  proxy. 
Special  meetings  of  stockholders  may  be  called  by  the  board  of  directors 
in  the  manner  provided  by  law,  and  must  be  called  whenever  the  owners, 
as  «hown  by  the  company  books,  of  25  per  cent  or  more  of  the  capital 
stock  of  the  corporation,  in  writing,  request  the  board  to  call  a  special 
meeting  of  stockholders. 

XII.  Any  officer  of  this  corporation  may  resign  on  giving  '.  . .  .  days 
written  notice  to  the  board  of  directors,  and  the  board  of  directors  shall 
fill  the  vacancy  for  the  unexpired  term  of  such  officer.  Also,  at  any 
regular,  or  special  stockholders'  meeting,  any  officer  may  be  removed  from 
office  by  a  two-thirds  vote  of  all  the  stockholders  voting  in  favor  thereof; 
and  a  successor  shall  be  appointed,  or  elected,  as  the  case  may  be,  to  fill 
the  unexpired  term;  provided  that  no  officer  removed  by  stockholders' 
vote  shall  be  re-appointed  to  any  office  in  this  company  without  a  two- 
thirds  vote  of  stockholders  in   favor  thereof. 

XIII.  The  board  of  directors  shall  consist  of persons,  elected 

by  the  stockholders  for  a  term  of  one  year  each, to  be  elected  at 

each    regular    annual    stockholders'    meeting;    provided    that    at    the    first 

regular    annual    stockholders'    meeting    there    shall   be    directors 

elected,   all    for   one   year.      No   person   shall   be   eligible   to   the  office   of 
director  of  this  corporation  who   is  not  the   owner  and  holder  of  at  least 

shares  of  stock  as  shown  by  the  corporation 's  books.  The  board 
of  directors  shall  select  and  appoint  such  employes  and  agents  as  they 
may  deem  advisable,  and  define  the  authority  of  each  and  prescribe  his 
duties. 

XIV.  Until  their  successors  are  elected  and  qualified  the  following 
named  persons  shall  be  the  officers  of  this  corporation,  namely: 

shall  be  director  and  president. 

shall  be  director  and  vice-president. 

shall  be  director,  secretary  and  treasurer. 


STATE  FORMS.  329 

shall  be  director. 

shall  be  director. 

lu  Witness  Whereof,  We  have  hereunto  sot  our  hands  thia day  of 

,    A.    D.    19 

Witness, 


Trustee. 
STATE  OF 
Cc'JuLy  of   . 

.,    and    ,   being 

duly  sworn,  says,  that  it  is  bona  fide  their  intention  to  commence  and 
carry  on  the  business  mentioned  in  the  foregoing  agreement  and  that  the 
affiants  verily  believe  that  each  party  to  the  agreement  has  paid,  or  is 
able  to  and  will  pay,  the  amount  of  stock  subscribed  for  by  him;  that 
at  least  ten  per  cent  of  the  stock  subscribed  for  by  each  stockholder  has 
been  paid  in,  and  that  not  less  than  ten  per  cent  of  the  capital  stock 
of  the  corporation  has  been  paid  in. 


Subscribed   in  my  presence   and  sworn  to  before  me  this    day 

of 19...; 


[Seal]  Notary  Public. 

STATE   OF   UTAH,) 
County  of  Salt  Lake  I 

On  the day  of ,  A.  D.  19.  . .  .  personally  appeared 

before  me    and    ;   and  on  the   day  of 

,  A.  D.  19 ...  .   personally  appeared  before  me    , 

,    and ,  and   trustee, 

the  signers  of  the  foregoing  articles  of  incorporation,  who  each  duly 
acknowledged  to  me  that  they  executed  the  same.  My  commission  expiree 
,   19.... 


Notary  Public. 

See  generally  notes  to  Forms  1,  5,  8  and  11,  supra.  See  also  Rolapp  v. 
Ogden  &  N.  W.  R.  R.  Co.,  37  Utah,  540;  Garey  v.  St.  Joe  Mining  Co., 
32  Utah,  497;    Ellsworth  v.  Lyons,   181   Fed.  55. 

Form  246. 

ACCEPTANCE  OF  CONSTITUTION  AND  APPOINTMENT 
OF   ATTORNEY   BY   FOREIGN   CORPORATION. 

We   ,  president  and   ,  secretary  of   , 

a    corporation    organized    and    existing    under    the    laws    of    the    state    of 

,   with   its  principal   office   at    in  said  state   of 

,  hereby  certify  that  at  a  meeting  of  the  board   of  directors 


330      CORPORATION  FORMS  AND  PRECEDENTS. 

cf   said   corporation,   held   on   the    day   of    ,   A.   JX 

19....  at  the  office  of  said  corporation,  a  quorum  being  present  the  fol- 
lowing preamble  and  resolutions  were  unanimously  adopted: 

' '  Whereas  this  corporation  desires  to  be  admitted  to  transact  business 
in  the  State  of  Utah. 

Eesolved,  That  in  pursuance  with  the  provisions  of  the  Constitution 
and  laws  of  the  state  of  Utah,  this  corporation  hereby  accepts  the  pro- 
visions of  the  Constitution  of  the  State  of  Utah  as  binding  upon  this 
corporation,  and. 

Further  Kesolved,  That residing  in  the  county  of , 

in  the  State  of  Utah,  such  county  being  the  county  in  which  the  principal 
office  of  this  corporation  in  Utah  is  to  be  located,  be  and  he  is  hereby 
appointed  the  attorney  or  agent  of  this  corporation  upon  whom  process 
issued  under  or  by  kuthority  of  any  law  of  said  state  of  Utah,  may  be 
served  and  any  such  process  so  served  upon  said  agent  shall  be  valid  and 
binding  on  this  corporation." 

In  Witness  Whereof,  we  have  hereunto  subscribed  our  names  hereto  as 
president   and  secretary,  respectively,  of  said  corporation,  and  affixed  the 

corporate  seal  of  said  corporation  this  ........  day  of A.  D. 

19 •  r;.-..(    i. 


President. 


[Corporate  Seal]  Secretary, 

See   generally   Cook   on   Corporations,    §§  696-700.  _  See   as   to   service   of 

process   on    foreign    corporations.   Cook   on   Corporations,   §    758.      See   also 

Bristol  V.  Brent,  38   Utah,  58. 


STATE  FORMS.  331 

VERMONT. 

Form  247. 
ARTICLES  OF  ASSOCIATION. 

of   t lit" 

We,  The  Subscribers,  Hereby  associate  ourselves  together  as  a  corpora- 
tion under  the  laws  of  the  state  of  Vermont,  to  be  known  by  the  name  of 

for   the   purpose  of ,   at    ,   in   the 

county   of    •.,   in   the   State   of   Vermont,   with   a   capital   stock 

of dollars,  divided  into   shares  of dollars 

each. 

Dated  at ,  in  the  County  of ,  this 

day  of   ,  A.  D.  19.... 

Subscribers.  Post  Office  Address. 


See  generally  notes  to  Forms  1,  5,  8  and  11,  supra. 

Form  248. 

CERTIFICATE  OF  PAID-UP  CAPITAL  STOCK. 

of  the 

We     ". president    and    clerk    of    ,    a 

corporation    organized   and   existing   under   the   general   laws   of   the   state 

of  Vermont,  and  having  its  principal  place  of  business  at    ,  in 

the   county   of    and    state   of   Vermont,    hereby   certify   that 

the   authorized   capital  stock  of  said  corporation   is    dollars, 

and   that   the   sum   of    dollars   has   been    actually   paid    into 

the  treasury  of  said  corporation. 

Dated  at ,  in  the  county  of ,  this day 

of   ,  19.... 

.• ,   President. 

,  Clerk. 

STATE    OF    VERMONT,    ] 
County C 

At    in   said   county,   this    day   of    , 

A.  D.  19 ,  the  said ,  president  and ,  clerk  of 

,  personally  appeared  and  made  oath  to  the  truth  of  the  fore- 
going certificate  by  them  subscribed,  in  due  form  of  law. 

Before  mc,  

(Here  write  official  title,  as  Notary   Public,  Justice  of  the  Peace,  etc.) 

See  generally  Cook  on  Corporations,  §§176-181,  243;   Clark  &  M.,  Corp., 
§§  503-51L 


382      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  249. 
CERTIFICATE  OF  INCREASE  OF  CAPITAL  STOCK 

of  the 

"We,   the  undersigned,  President  and  Clerk  of    ,  a 

corporation   organized   and   existing   under   the   general   laws   of   the   state 

of   Vermont,   and   having  its  principal   place  of   business   at    

in   the    county   of    in   said   state,   hereby   certify   that   at   a 

meeting  of  the  stockholders  of  said  corporation,  duly  called  for  that  pur- 
pose,  and   held   at    ,   in   the   county  of    in   said 

state,  on  the   day  of  ,  A.  D.  19....,  it  was  voted 

to  increase  the  capital  stock  of  said  corporation dollars,  to  be 

divided  into shares  of dollars  each. 

Dated  at in  the  county  of this day 

of A.  D,  19 

,  President. 

,  Clerk. 

STATE    OF    VERMONT,    | 
County ( 

At in  said  County,  this day  of , 

A.  D.  19.  . . .,  personally  appeared  the  above  named president, 

and   clerk  of    ,  and  made  oath  to  the  truth  of 

the  foregoing  certificate  by  them  subscribed  in  due  form  of  law. 

Before  me, Justice  of  the  Peace. 

See  generally  Cook  on  Corporations,  §§279-298;  Clark  &  M.,  Corp., 
§§   405-412. 

Form  250. 
CERTIFICATE    OF    REDUCTION    OF    CAPITAL    STOCK. 

of  the 

We,  The  Undersigned,  President  and  Clerk  of ,  a  corpora- 
tion organized  and  existing  under  the  general  laws  of  the  state  of  Ver- 
mont, and  having  its  principal  place  of  business  at    ,  in  the 

County    of    ,    in    said    State,    hereby    certify    that    at    a 

meeting  of  the  stockholders  of  said  corporation  warned  for  that  purpose, 

and  held  at   » .  .  .  .  in  the  county  of   in  said  state,  on 

the    day  of    ,  A.  D.   19....,  it  was  voted  by  the 

owners  of  two-thirds  of  the  capital  stock  of  said  corporation  to  reduce  the 

capital  stock   of  said  corporation    dollars,  making  the  same 

when   so   reduced    dollars,   divided  into    shares   of 

dollars  each. 

We  further  certify  that  the  amount  of  the  debts  and  liabilities  of  said 
corporation  at  the  time  of  said  reduction  did  not  exceed  two-thirds  of  its 
capital  as  reduced. 

Dated  at in  the  county  of ,  this day 

of ,  A.  D.  19.... 

i. ,  President. 

,  Clerk. 


STATE  FORMS.  333 

STATE  OF  VERMONT,   ) 
County  ( 

At ,  in  said  county,  this day  of ,  A.  D., 

19.  .  .  .,  personally  appeared  the  above  named   ,  president  and 

,  clerk  of and  signed  and  swore  to  the  foregoing 

certificate. 

Before  me,  


(Here  write  official  title,  as  Notary 
Public,  Justice  of  the  Peace.) 
See  generally   Cook   on  Corporations,   §§    279-298. 

Form  251. 

CERTIFICATE    OF    CHANGE    OF    CORPORATE    NAME. 
of  the 

I, ,  Clerk  of ,  a  corporation  organized  and 

existing  under  the  general  laws  of  the  State  of  Vermont,  and  having  its 

principal  place  of  business  at in  the  County  of , 

in  said  state,  hereby  certify  that  at  a  meeting  of  the  stockholders  of  said 

corporation,  duly  warned  for  that  purpose,  and  held  at   in  the 

county  of in  said  state,  on  the day  of , 

A.  D.  19. . .  .,  it  was  voted  by  a  two-thirds  vote  of  the  stockholders,  repre- 
senting two-thirds  of  the  capital  stock  of  said  corporation  to  change  the 
name  of  said  corporation  from to   

The  total  number  of  the  shares  of  the  corporation  is   

Whole  number  of  shares  voting   

Number  of  votes  in  favor  of  change 

Dated  at ,  in  the  county  of ,  this day 

of ,  A.  D.  19 

,  Clerk. 

See  generally  Cook  on  Corporations,  §  15 ;  Clark  &  M.,  Corp.,  §  55. 

Form  252. 

CERTIFICATE  OF  CHANGE  OF  DOMICILE. 
of  the 

I,   ,  Clerk  of  ,  a  corporation  organized 

and  existing  under  the  general  laws  of  the  state  of  Vermont,  and  having 

its  principal  place  of  business  at ,  in  the  county  of , 

in  said  state,  hereby  certify  that  at  a  meeting  of  the  stockholders  of  said 

corporation,  duly  warned  for  that  purpose,  and  held  at ,  in  the 

county  of ,  in  said  state,  on  the day  of , 

A.  D.  191..,  it  was  voted  by  a  two-thirds  vote  of  the  stockholders,  repre- 
senting two-thirds  of  the  capital  stock  of  said  corporation,  to  change  the 

domicile  of  said  corporation  from ,  aforesaid  to , 

in  the  county  of    ,  in  said  state. 

The  total  number  of  shares  of  the  corporation  is   

Whole  number  of  shares  voting 

Number  of  votes  in  favor  of  change 


334      CORPORATION  FORMS  AND  PRECEDENTS. 

The    substance    of    the    vote    authorizing    such    change    is    as    follows: 


Dated  at    in  the  county  of    ,  this   

day  of   ,  A.  D.  19.... 

,  Clerk. 

Form  253. 
ANNUAL   LICENSE   TAX   RETURN. 
19... 

statement  of  the Company. 

The  answers  to  the  following  interrogatories  are  true  and  correct  state- 
ments touching  the  above  named  corporation,  made  in  compliance  with  the 
provisions  of  Chapter  35  of  the  Public  Statutes. 

1.     What   is   the   correct   name   of  the   corporation   making   tliis   return? 


2.  "What  is  the  location  of  its  principal  office?   

3.  Under   the  laws  of   what   state  or   government  was  it   incorporated? 


4.  What  office  does  the  person  subscribing  this  return  hold  in  said  cor- 
poration?     

5.  If  a  Vermont  corporation,  what  is  the  name  and  post  office  address 
of  its  clerk  or  secretary? 

6.  If  a  Vermont  corporation  organized  since  February   1,  19 ,  give 

the  date  on  which  the  incorporators  held  their  first  meeting  for  the  purpose 
of  organizing  under  its  charter  or  articles  of  association 

7.  If  a  foreign  corporation  to  which  a  certificate  has  been  issued  by  the 

Secretary  of  State  since  February  1,  19 ,  give  the  exact  date  at  which 

such   corporation   first  began  to   do  business   or   to   exercise  any  corporate 
function  in  the  State  of  Vermont. 

8.  How  much  capital  stock,  if  any,  is  authorized  by  its  charter  or  articles 
of  association?     

9.  What  amount  of  the  capital  stock,  if  any,  has  been  issued? 

10.  If  such  corporation  is  not  authorized  to  issue  capital  stock  but  is 
carried  on  in  whole  or  in  part  upon  the  mutual  or  co-operative  plan,  what 
is  the  gross  amount  of  its  assets  of  every  description?     

Total  Annual  License  Tax  for  19 ... .     $ 

(Signature) 

(Official  Character) 

STATE  OF ,)g^. 

County  of  \ 

At ,  in  said  county  on  this day  of , 

19.  . .  .    personally  appeared   and  made  solemn  oath  that  the 

above  statement  by  him  signed  is  true. 
Before   me, 


STATE   FORMS.  335 

Form  254. 

FOREIGN     CORPORATION— RETURN     FOR     REGISTRA- 
TION. 

Returns  by  the Company,  for  the  purpose  of  registration  in 

the  State  of  Vermont. 

The     Company,    a    corporation    created    and    exi8tin„' 

under  and  by  virtue  of  the  laws  of   and  having  its  principal 

oflice  or  place  of  business  at  No , street,  in 

the    of    , in    the    county    of    and 

state  of    hereby   represents  that   upon   the   issuance  to   it  by 

the  secretary  of  state  of  the  proper  certificate  authorizing  it  to  do  business 
in  the  State  of  Vermont,  it  proposes  to  therein  engage  in  the  business  of 


Pursuant  to  the  provisions  of  the  statute  in  such  case  made  and  pro- 
vided, said  corporation  herewith  files  a  copy  in  the  English  language  of  its 
charter  or  articles  of  association  which  is  hereby  referred  to  and  made 
a  part  hereof;  and  ]iereby  represents  that  its  principal  oflfice  in  the  State 
of  Vermont  is  to  be  located  at in  the  county  of 

Said  corporation  hereby  designates  and  appoints ,  a  resi- 
dent of  in  the  county  of  and  State  of  Ver- 
mont, whose  office  or  place  of  business  shall  be  located  at  said   , 

as  a  person  upon  whom  process  against  said  corporation  may  be  served 
within  the  State  of  Vermont,  and  to  whom  all  notices  relating  to  corporate 
taxation  under  the  provisions  of  the  laws  of  Vermont,  shall  be  delivered. 

In  witness  whereof,  at in  the  County  of and 

State  of ,  on  this day  of ,  A.  D.  ]9 , 

said  corporation   doth  hereunto  cause   its  corj)orate  name  to  be  subscribed 

and    its   corporate   seal    to   be   affixed   by    its    

who  is  by  said  corporation  duly  authorized  so  to  do. 


[Affix  Corporate  Seal]  By 

(Please  insert  copy  of  charter  or  articles  of  association,  between  the 
second  and  third  pages  of  this  blank,  and  attach  the  same  hereto  by 
fastening  at  the  top,  if  practicable.) 

I,   of   in  the  county  of   and 

State   of    on   oath   depose   and   say  that   the  foregoing   is   a 

true  and  examined  copy  of  the  * with  all  the  amendments  and 

additions  thereto,  under  which  the  said Company  is  organized 

and  now  operating. 


STATE  OF  ,] 

County  of   ( 

At  said  County,   on  this    day  of    A.   D.    19. 


])ersonally  appeared   and  made  oath  in  due  form  of  law  that 

the  foregoing  aflBdavit  by  him  subscribed  is  true. 
Before  me, 


(*Tnsert   here  the   words  "charter"  or   "articles  of  association.") 


336   CORPORATION  FORMS  AND  PRECEDENTS. 

Eetain  one  copy  of  this  statement :  f orwar J  one  to  Sec- 
retary of  State,  at ,  Vermont,  and  one  to ,  Com- 
missioner of  State  Taxes,  at ,  Vermont. 

The  required  fee  of  two  dollars  payable  to  the  Secretary  of  State  and 
a  like  sum  payable  to  the  Commissioner  of  State  Taxes  must  accompany 
this  statement. 

See  generally  Cook  on  Corporations,  §§696-700;  Clark  &  M.,  Corp., 
§§  834-865.  See  as  to  service  of  process  on  foreign  corporations.  Cook 
on  Corporations,  §758;  Clark  &  M.,  Corp.,  §861. 


STATE  FORMS.  337 

VIRGINIA. 

Form  255. 
CERTIFICATE   OF   INCORPORATION. 

of  the 

This  is  to  certify  that  we  do  hereby  associate  ourselves  to  establish  a 
corporation  under  and  by  virtue  of  the  provisions  of  an  Act  of  the 
General  Assembly  of  the  State  of  Virginia,  entitjed,  "An  Act  Concerning 
Corporations,"  which  became  a  law  on  the  2l8t  day  of  May,  1903,  and  the 
acts  amendatory  thereof  and  supplemental  thereto,  for  the  purposes  and 
under  the  corporate  name  hereinafter  mentioned,  and  to  that  end  we  do, 
by  this  our  certificate  set  forth  as  follows: 

I.  The  name  of  the  corporation   is  to  be    

II.  The  principal  otfice  of  said  corporation  is  to  be  and  shall  be  located 
in ,  in  the  County  of ,  State  of  Virginia. 

III.  The  purposes  for  which  said  corporation  is  formed  are:   

IV.  The    maximum    amount    of    the   capital    stock    of    said    corporation     • 

shall  be dollars   (.$ ),  and  the  minimum  amount  of  the 

capital  stock  of  said  corporation  shall  be dollars  ($ ) ; 

and  the  capital  stock  shall  be  divided  into shares  of 

Dollars   ($ )   each. 

V.  The  period  for  the  duration  of  the  corporation  is  unlimited. 

VI.  The  names  and  residences  of  the  officers  and  directors  of  said  cor- 
poration who,  unless  sooner  changed  by  the  stockholders  are  to  manage 
the  affairs  of  the  corporation  for  one  year,  are: 

Name.  OflBce.                                   Residence. 

President  

, .  ' Secretary  

Treasurer  


Directors 
Name.  Residence. 


VII.     The  amount  of  real  estate  to  which  the  holdings  of  the  corpora- 
tion at  any  time  are  to  be  limited,  is  as  follows:    acres. 

In   Witness  Whereof,   We   have   hereunto   set   our   hands   and  seals   this 
day  of ,  A.  D.  one  thousand  nine  hundred  and  .... 

Signed,  sealed  and  delivered  in  the  presence  of 

[Seal] 

[Seal] 

[Seal] 

STATE  OF ) 

'    ss  t 
County  of  C 

I, ,  a  Notary  Public  in  and  for  the  County  of 

and  State  of do  certify  that ,  and , 

and whose  names  are  signed  to  the  foregoing  writing  bearing 

date  on  the   day  of   A.  D.  19. ... ,  personally  ap- 


S38   CORPORATION  FORMS  AND  PRECEDENTS. 

peared  before  nie  this    day   of    ,  A.   D.   19....    and 

acknowledged  the  same  before  nie  in  uiy- county  aforesaid. 

Given  under  my  hand  and  notarial  seal  this day  of , 

A.  D.  19 


1 


Notary  Public. 
My  conmiission  expires   

State  of  Virginia, 

In.  the Court  of County. 

The  foregoing  certifica^  of  incorporation  of  the was  presented 

to   me   ,  Judge  of  the    Court  of    , 

Virginia,  in  term  time  (or  vacation)  and  having  been  examined  by  me,  1 
now  certify  that  the  said  certificate  for  incorporation  is,  in  my  opinion, 
signed  and  acknowledged  in  accordance  with  an  act  of  the  General  Assembly 
of  Virginia  entitled  "An  act  concerning  Corporations,"  which  became  a 
law  on  the  21st  day  of  May,  1903. 

Given  under  my  hand  this day  of ,  19.  . .  . 


Judge    of     

See  generally  notes  to  Forms  1,  5,  8  and  11,  supra.  See  also  Jordan 's 
Adra'x  V.  Richmond  Home  for  Ladies,  106  Va.  710;  Cohen  v.  Big  Stone 
Gap  Iron  Co.,   Ill   Va.  468;   Hanger  v.  Coram.,  107   Va.^872. 

Form  256. 
STATEMENT  AS  TO  ISSUE  OF  STOCK. 

(Statement  must  be  filed  with  the  Commission  before  issuing  Stock.) 
STATEMENT. 

Made  by   (here  insert  name  of  corporation  only)    to  the 

State  Corporation  Commission,  pursuant  to  section  167  of  the  Constitution 
of  Virginia,  and  paragraph  9,  Chapter  V,  of  the  act  concerning  corpora- 
tions, setting  forth  the  basis  or  financial  plan  of  stock  to  be  issued  by  it. 

When  and  how  incorporated? 

Location  of  principal  office  ? 

Stock  Pre- 
viously  Issued 
Capital  Stock  Authorized.  (If  Any) 

Maximum    Amount  Amount   of   Stock 

of   Stock   Author-  Issued   Previous  to 

i?ed    by    Charter  Issue    for    which 

and    Amendments    Par  Value  of  Each         Statement  is 
Kind  (if  Amended)  Share  Now  Made 

Common $ $ $ 

Preferred  

Total    $ $ $ 

Stock  the  Corporation  Proposes  to  Issue 

Number  of      Amount      In  one  issue  or  from   To  be  paid  for  in 
Kind  Shares     (Par  Value)  time  to  time  money  or  otherwise 

Common  $ 

Preferred 

Total  $ ~ 


STATE  FORMS  339 

If  money  is  to  be  received  in  payment  of  stock,  state  accurately  and  fully 
how  many  shares  are  to  be  sold  for  money  an.!  the  amount  in  dollars  and 
cents  per  share  for  which  such  stock  is  to  be  issued 

If  service  or  property  is  to  be  accepted  in  payment  for  whole  or  part  of 
issue,  specify  and  describe  the  service  or  property  accurately,  and  state  the 
valuation,  approved  by  the  directors,  at  which  each  is  to  be  received;  the 
number  of  shares  to  be  issued  for  property,  and  where  property  consists  of 
real  estate  a  full  description  of  each  piece,  with  name  and  residence  of 
present  owner  or  reference  to  deed  Ijook  in  which  is  recorded  the  transfer 
of  the  real  estate  to  the  corporation;  the  number  of  shares  to  be  issued  for 
services,  with  full  explanation  of  same,  together  with  the  name  of  each  per- 
son  rendering  the  services,   and   copies  of  all  other   documents  referred   to 

Date  of  resolution  of  the  Board  of  Directors  approving  above  valuation? 

STATE  OF  VIRGINIA,     )    ^. 
of    ,)' 


T   undersigned  (*President,  Secretary)  of , 

having  been  duly  sworn,  do  make  oath  that  the  matters  and  things  in  the 
foregoing  statement  set  forth  are  true  to  the  best  of  my  knowledge,  infor- 
mation and  belief.  ^T^       •  ,      .     O 

,  *President,  becretary. 

Subscribed  and  sworn  to  before  me  this   day  of   ,   191 .  . 

My  commission  expires day  of ,  191 .  .. 

Notary  Public. 


Form  257. 

STATEMENT  TO   THE   STATE   CORPORATION   COMMIS- 
SION  (FOREIGN  AND  DOMESTIC  CORPORATIONS). 

Made  pursuant  to  Section  'M)  of  Cliaptor  V  of  an  Art  of  the  General 
Assembly  of  Virginia  which  became  a   law  tlie  -Jlst   day  of  :May,  1903. 

Name    of    Corporation     

Location  of  principal  office  in  Virginia   

t  Name  and  postofiice  address  of  agent  upon  whom  process  against  the 
corporation  may  be  served    

Character  of  business  transai-ted    

Maximum  capital  stock  authorized  by  charter   

Amount  of  stock  actually  issued   

Amount  of  stock  actually  outstanding 

Date  of  last  annual  meeting  of  stockholders   (t  or  members)    

(*Can  be  signed  only  by  the  President  or  the  Secretary,  and  the  officer 
signing  should  erase  the  other  title.) 

t  This  to  1  e  given  only  A\hen  all  the  ineorporators  are  non-residents,  or 
in  case  of  license  being  issued  to  a  corporation  whose  original  charter  was 
granted  bv  some  other  State  or  country. 

{This  "form  for  use  by  all  corporations.  Those  without  capital  stock 
should  enter  the  word  "None"  opposite  each  item  whidi  refers  to  Stock, 
"  and  change  the  Avord  "Stockholders''  to  ".Members." 


340   CORPORATION  FORMS  AND  PRECEDENTS. 

Date  of  last  election  of  directors 

Names    and   addresses   of   officers  and    directors,   and   dates   when   their 
respective  terms  of  office  expire: 

Officers. 

Date  Term  of 
Name.  Title.  Address.  Office  Expires. 


Directors. 

Date  Term  of 
Name.  Address.  Office  Expires. 


Date  appointed  for  next  annual  meeting  of  stockholders 

President. 
Secretary. 

Form  258. 
POWER  OF  ATTORNEY— FOREIGN  CORPORATION. 

For  Appointment  of  Agent  by  a  Foreign  Corporation,  doing  business  in 
Virginia,  under  §1104,  Code  of  1887,  as  Amended. 

Know  all  Men  by  these  Presents:  That  the ,  a  cor- 
poration organized  and  existing  under  the  laws  of  the  State  of , 

having  established  an  office  in  the  State  of  Virginia,  the  same  to  be  located 

at   ,  in  said  State,  and  desiring  to  transact  business  in  the 

State  of  Virginia  in  conformity  with  the  laws  thereof,  hereby  constitutes 

and  appoints,  with  his  consent  and  acceptance  first  obtained, , 

a  resident  of  Virginia,  residing  at ,  Virginia,  to  be  the  true 

and  lawful  agent  and  attorney  of  said  corporation  in  and  for  the  said 
Commonwealth  of  Virginia  pursuant  to  the  provisions  of  §  1104  of  the  Code 
of  Virginia,  as  amended,  upon  whom  all  legal  process  against  said  com- 
pany may  be  served,  and  who  is  hereby  authorized  to  enter  an  appearance 
in  its  behalf  in  any  actions  and  proceedings;  and  the  said  corporation 
hereby  stipulates  and  agrees  that  any  lawful  process  against  the  said  cor- 
poration which  is  duly  served  on  said  agent  and  attorney  shall  be  of  the 
same  legal  force  and  validity  as  if  served  on  said  corporation. 

In  Witness  Whereof,  the  said  has  executed  this  power  of 

attorney  in  duplicate  by  causing  its  name  to  be  hereunto  affixed  by  . , ,., 


STATE  FORMS.  341 

its  President,   and  its  corporate  seal   attested  by    ,  its  Secretary. 

All  done  this day  of ,  191 .  . 


By 


(Afi&xed  corporate  seal  here.) 


President. 


Attest : 

Secretary. 

STATE  OF ,] 

County  of  C 

I, ,  a  Notary  Public  in  and  for  the  state  and  city  or  county 

aforesaid,  hereby  certify  that  and , 

whose  names,  respectively,  as  {)resident,  and  secretary  of  the 

company,  are  signed  to  the  foregoing  power  of  attorney,  have  acknowledged 
the  same  before  me  in  my  city  or  county  aforesaid. 

Given  under  my  hand  and  official  seal  this day  of ,  191 .  . 


(Affixed  official  seal  here.)  Notary  Public. 

See  generally  as  to  foreign  corporations,  Cook  on  Corporations,  §§  696- 
700;  Clark  &  M.  Corp.,  §§834-865.  See  as  to  service  of  process  on  foreign 
corporations.     Cook  on  Corporations,  §758;   Clark  &  M.  Corp.,  §861. 


342      CORPORATION  FORMS  AND  PRECEDENTS. 

WASHINGTON. 

Form  259. 
ARTICLES  OF  INCORPORATION. 

of 

These  Presents  Witness,  That  we, ,  being  desirous  of 

forming  a  corporation  for  the  purpose  hereinafter  specified  and  in  con- 
formity to  the  laws  of  the  State  of  Washington,  do  make  and  subscribe  the 
following   written    articles    of    incorporation    in    triplicate: 

Article  I. 
The  name  of  this  corporation  shall  be 

Article  II. 

The  objei^  for  which  this  corporation  is  formed  is  and  shall  be 

Article  III. 

The  amount  of  the  capital  stock  of  this  corporation  shall  be 

Article  IV. 

The  time  of  existence  of  this  corporation  shall  be  

Article  V. 

The  number  of  trustees  of  this  corporation  shall  be and  the 

names   and   residences   of   the   trustees   who   shall   manage  the   concerns   of 

the  corporation  until   the   day  of    ,   19....    (not  to  exceed 

six  months  from  the  date  of  the  incorporation)  are: 

Names.  Residences. 


Article  VI. 
The  principal  place  of  business  of  this  corporation  shall  be  located  in 

city  of   ,  county  of  ,  State  of  Washington. 

In  Witness  Whereof,  We  have  this day  of ,  A.  D. 

19.  .  .  .,  hereunto  set  our  hands  and  seals  in  triplicate. 
Signed,  sealed  and  delivered  in  presence  of: 

[Seal] 

[Seal] 

[Seal] 

STATE  OF ,1 

'  '    ss  • 

County  of   ( 

I,   ,  a  notary  public  in  and  for  the  State  of   , 

duly   commissioned,   sworn,   and   qualified,   do   hereby   certify  that   on   this 

day   of    A.    D.    19 .... ,   before   me   personally   ap- 

jieared ,  to  me  known  to  be  the  individuate  described  in  and 

who  executed  the  within   instrument,  and   acknowledged  that  they  signed 


STATE   FORMS.  343 

and  scalod  the  same  as  their  free  and  voluntary  act  and  deed  for  the  uses 
and  purposes   herein    mentioned. 

Given   under  my   hand   and   ollicial   seal  this    day  of    , 

A.  D.  19 


Notary  Public. 
See   generally   notes   to   Forms    1,   n,   8   and    11,   supra.     See  also   Kwapil 
V.  Bell   Tower  Co.,  5.5   Wash.   r,H:\;    Davies   v.    Hall,   64   Wash.   L'92. 

Form  260. 
FOREIGN   CORPORATION— POWER   OF   ATTORNEY. 

Know  all  .Men  by  these  I'resents:     That    of   , 

having  been  admitted,  or  having  applied  for  admission,  to  transact  busi- 
ness in  the  state  of  Washington,  in  conformity  with  the  laws  thereof,  does 

hereby   make,  constitute   and   appoint    to  reside   in   the 

city  of   ,  county  of    ,  the  principal  place  of  business 

of  said  corporation  in  the  State  of  Washington,  its  true  and  lawful  attor- 
ney, in  and  for  the  State  of  Washington,  on  whom  all  process  of  law 
against  said  ,  may  be  served  in  any  action  or  si)ecial  proceed- 
ing against  the  said   ,  in  the  state  of  W'ashington,  subject  to 

and  in  accordance  with  all  the  provisions  of  the  statutes  and  laws  of  said 
state  of  Washington  now  in  force,  and  such  other  acts  as  may  be  here- 
after passed  amendatory  thereof  and  supplementary  thereto.  And  the 
attorney   is  hereby  duly  authorized  and  empowered,  as  the  agent  of  said 

to  receive  and  accept  service  of  process   in  all  cases  i)ro- 

vided  for  by  the  laws  of  the  State  of  Washington,  and  such  service  shall 
be  deemed  valid  personal  service  upon  said  This  appoint- 
ment is  to  continue  in  force  for  the  period  of  time  and  in  the  manner 
provided  by  the  statutes  of  the  State  of  Washington,  and  until  another 
attorney   shall   be   duly   and   regularly   substituted. 

In  Witness  WTiereof,  The  said ,  in  accordance  with  a  resolu- 
tion of  its  Board  of  Directors,  duly  passed  on  the day  of , 

A.  D.  191..,  has  to  these  presents  affixed  its  corporate  seal  and  caused 
the  same  to  be  subscribed  and  attested  by  its  president  and  secretary  at 

in  the  state  of ,  on  the day  of , 

191.. 


President. 


Secretary. 

STATE    OF      ,   ) 

ss ' 
County  of    ( 

On  this day  of   ,  A.  D.  191 .  . ,  before  me  the 

undersigned,  a for  the duly and  qualified 

to   take   the  proof   and  acknowledgments  of   deeds  and   other   instruments, 

came ,  President,  and ,  Secretary  of 

to  me  personally  known  to  be  the  persons  described  in  and  who  e.xecuted 
the  foregoing  instrument;  and  they  each  duly  acknowledged  the  exe- 
cution thereof;  and  being  by  me  each  duly  sworn  severally  saith  that 
thev    are   the    said    officers   of   the    aforesaid,   and    that    the 


344       CORPORATION  FORMS  AND  PRECEDENTS. 

seal   aflSxed    to    the    foregoing   instrument    is    the    corporate   seal    of   said 

and  that  the  said  corporate  seal,  ami  their  signatures  as  such 

officers,  were  duly  affixed  and  subscribed  to  the  said  instrument  by  the 
authority  and  direction  of  said  corporation,  and  for  the  uses  and  purposes 
therein  mentioned. 

In  Witness  Whereof,  I  have  hereunto  set  my  haiid  and  aftixed  my  official 
seal,  at    ,  the  day  and  year  first  above  written. 


See  generally  as  to  foreign  corporations,  Cook  on  Corporations,  SS  696- 
700;  Clark  &  M.,  Corp.,  §§  834-865.  See  as  to  service  of  process  on  foreign 
corporations.  Cook  on  Corporations,  §758;  Clark  &  M.,  Corp.,  §861.  See 
also  State  v.  Nichols,  47  Wash.  117;  State  v.  Nichols,  51  Wash.  610; 
Lively  v.  Husebve,  60  Wash.  47;  Boston  Tow-Boat  Co.  v.  John  J.  Sesnon 
Co.,  64' Wash.  375. 


STATE  FORMS.  345 

WEST  VIRGINIA. 

Form  261. 
AGREEMENT    FOR    INCORPORATION. 

I.     The    uudersif^iied    agree    to    become   a    corporation    by    the   name    of 


II.  Tlie  principal  place  of  business  of  said  corporation  shall  be  located 

at   No ,    Street,  in  the  city,  town,  village  of 

,  in  the  county  of ,  and  State  of  

Its  chief  works  will  be  located  in   

III.  The   objects    and   purposes    for   which   this   corporation    is   formed 
are  as  follows :    

IV.  The  amount  of  the  total  authorized  capital  stock  of  said  corporation 

shall  be    dollars  which  shall   be  divided  into    shares, 

of  the  par  value  of dollars  each;  of  which  authorized  capital  stock 

the  amount  of    dollars  has  been  subscribed,  and  the  amount  of 

dollars  has  been  paid. 

V.  The   names    and   postoffice   addresses   of   the   incorporators    and   the 
number  of  shares  of  stock  subscribed  for  by  each,  are  as  follows: 

No.  of  Shares     No.  of  Shares       Total  Number 
Names.  P.  0.  Address.  Common  Stock.  Preferred  Stock,     of  Shares. 


VI.     This  corporation   is  to  expire   

A^II.  (Here  insert  any  special  provisions  desired;  and  also  number 
of  acres  of  land  desired  to  be  held  in  West  Virginia,  if  such  number  be 
above   10,000   acres.) 

Given  under  our  hands  this day  of   ,  19.  . .  . 


Certificates. 

The  agreement  must  be  acknowledged  by  all  the  corporators,  who  signed 
it,  before  a  justice,  notary  or  judge,  and  such  acknowledgments  certified 
by  the  officer  before  whom  they  were  made,  and  his  seal  affixed  if  not  in 
West  Virginia.  Acknowledgments  taken  in  a  foreign  country  must  be 
verified  by  seal  of  Consul  or  Vice-Consul  of  the  U.  S.,  Charge  d 'Affaires, 
or  Court  having  seal. 

State   of    ,   County   of    to   wit : 

I,  ,  ,  in  and  for  the  county  and  State  afore- 
said,  hereby   certify   that    ,  whose  names   are  signed 

to    the   foregoing   agreement   bearing   date   on   the    day   of 

,    this    day    personally    appeared    before    nie    in    my 

said  county  and  severally  acknowledged  their  signatures  to  the  same.  And 
I  further  certify  that  ,  aud  ,  two  of  the  cor- 
porators named  in  the  said  agreement  made  oath  before  me  that  the 
-amount  therein  stated  to  have  been  i)aid  on  the  capital  has  been  in  good 
faith  paid  in,  for  the  purposes  and  business  of  the   intended  corporation, 


346       CORPORATION  FORMS  AND  PRECEDENTS. 

■without  any  intention  or  understanding  that  the  same  shall  be  withdrawn 
therefrom   before   the   expiration    or    dissolution   of   this  corporation. 

Given  under  my  hand  and  oflicial  seal  this day  of , 

191.. 

[Se.\l]  

(The  following  affidavit  must  be  made  by  at  least  two  of  the  incor- 
porators named  in  the  agreement  for  the  incorporation  of  every  cor- 
poration wherein  it  is  stated  that  the  "principal  place  of  business"  is 
located  in  West  Virginia,  and  for  which  it  is  proposed  to  pay  the  rate  of 
annual  license  tax  prescribed  for  resident  corporations.) 

State    of    ,    County    of    ,    to    wit: 

I     J ,  in  and  for  the  county  and 

State  aforesaid,  do  hereby  certify  that ,  and , 

two  of  the  persons  who  have  executed  the  foregoing  agreement,  as  cor- 
porators thereof,  which  agreement  is  dated  the   day  of   , 

this  day  personally  appeared  before  me  in  my  said  county  and  made  oath 
that   the   statement   made   in   said  agreement,  to   wit,  that   "the  principal 

place  of   business  of  said  corporation  shall  be  located  at    ,   in 

the  county  of  ,  and  state  of  West  Virginia,"  is  true,  and  that 

said  principal  place  of  business  and  chief  works  have  been  so  located 
in  good  faith  and  not  for  the  purpose  of  evading  any  law  of  the  state  of 
West  Virginia,  and  especially  not  for  the  purpose  of  avoiding  the  pay- 
ment of  the  difference  between  the  amount  of  the  annual  license-tax  on 
the  charters  of  corporations  having  their  principal  place  of  business  and 
chief  works  within  the  state  of  West  Virginia  and  those  corporations  hav- 
ing their  principal  place  of  business  or  chief  works  without  the  said 
state;  and  that  said  corporation  named  in  said  agreement  proposes  in 
good  faith  to  carry  on  its  business  and  to  have  its  principal  place  of  busi- 
ness and  its  chief  works  within  the  state  of  West  Virginia. 

Given  under  my  hand  and  official  seal,  this day  of , 

19.. 

[Seal]  

See  generally  notes  to  Forms  1,  5,  8  and  11,  supra.  See  also  Howard 
V.  Kat'l  Tel.  Co.,  182  Fed.  215. 

Form  262. 
CERTIFICATE    OF    CHANGE.  \ 

Ij  ,  president  of  Company,  a  cor- 
poration created  and  organized  under  the  laws  (?f  the  state  of  West  Vir- 
ginia, do  hereby  certify  to  the  secretary  of  state  of  the  state  of  West 
Virginia,  that,  at  a  meeting  of  the  stockholders  of  said  corporation,  regu- 
larly held  in  accordance  with  the  requirements  of  the  law  of  said  state, 

at  the  office  of  said  corporation  in   ,  on  the   day  of 

,  at  which  meeting  a  majority  of  the  stock  of  said  corporation 

being  represented  by  the  holders  thereof,  in  person  or  by  proxy,  and 
voting  for  the  following  resolution,  the  same  was  duly  and  regularly 
adopted  and  passed,  to  wit: 

"Resolved,    That    the    authorized    capital    of    Company 

be  *  reduced  from   shares  of  the  par  value  of   

*The  above  resolution  will  also  answer  for  increase  of  stock  by  changing 
the  word   "reduced"   to   "increased." 

It  will  answer  for  t£e  change  of  the  number  and  par  value  of  shares 


STATE  FORMS.  347 

dollars   each   to    shares   of   the   par   value  of    dollars 

each,    80    that    the    authorized    capital    stock    of    said    cor[»oratioii    shall    be 
doUiirs. ' ' 

(iiveu    under   my    hand    and   the   seal   of   said   corporation,   this    

day  of   ,  19 

[Corporate  Seal]  ,  President 

of 


Form  263. 
CERTIFICATE   OF    CHANGE    OF    NAME. 

I,  ,  President  of  the  Company,  a  cor- 
poration created  and  organized  under  the  laws  of  the  state  of  West 
Virginia,  do  hereby  certify  to  the  secretary  of  state  of  the  state  of  West 
Virginia  that  at  a  meeting  of  the  stockholders  of  said  corporation  regu- 
larly held  in  accordance  with  the  requirements  of  the  law  of  said  state, 
at  the  oflice  of  said  corporation,  No Trust  Building,  Phila- 
delphia, Pennsylvania,  on  the   day  of   ,  19.  .  .  .   at  which 

meeting  all  of  the  stock  of  such  Company  being  represented  by  the  hold- 
ers thereof  in  person  and  unanimously  voting  for  the  following  resolu- 
tion, the  same  was  duly  and  regularly  adopted  and  passed,  to-wit: 

Resolved,  That  the  name  of  this  Company  be  changed  from 

(Company,   its  present  name,  to    Company,  by  which  latter 

name  it  shall  hereafter  be  known. 

Given  under   my   hand   and   the  seal   of   said   corporation,   this    

day  of   ,  A.  D.   19 


[CoRPOKATE  Seal]  President  of Company. 

Form  264. 
POWER   OF   ATTORNEY. 

Know  all  Men  bv  these  Presents:     That   a  non-resident 

domestic  corporation,  incorporated  and  organized  under  the  laws  of  the 
state  of  West  Virginia  and  in  conformity  therewith,  has  made,  constituted 
and  appointed  and  by  these  presents  doth  make,  constitute  and  appoint, 
the  Auditor  of  the  state  of  West  Virginia  and  his  successors  in  office, 
for  it  and  on  its  behalf,  attorney  in  fact,  to  accept  service  of  process  and 
notice  in  said  state  for  such  corporation,  and  said  corporation  by  these 
presents  doth  declare  its  consent  that  service  of  any  process  or  notice  in 
said  state  on  said  attorney  in  fact,  or  his  acceptance  thereof  endorsed 
thereon  shall  be  equivalent  for  all  purposes  to,  and  shall  be  and  constitute, 
due  and  legal  service  upon  said  corporation. 

where  it  is  not  desired  either  to  increfise  or  reduce  the  capital  stock  by 
saying:     "  Kesolved,  That  the  nund)er  of  shares  and  the  par  value  of  the 

shares  of  the  cajjital  stock  of  the  Company  be  increased 

(or  reduced)    from    shares  of  the  par  value  of   

dollars  each  to    shares  of  the  par  value  of   dollars 

each,  so  that  the  authorized  capital  stock  be,  as  heretofore, 

dollars." 


348      CORPORATION  FORMS  AND  PRECEDENTS. 

In  Witness  Whereof,  the ,  has  signed  these  presents  by  its 

president  and  caused  the  corporate  seal  of  said  corporation  to  be  hereunto 
affixed  this   day  of   ,  191.. 


[Seal  of  Corporation  ]  By  ,  President. 

The  postoffice  address  of  this  corporation   is: 

•    No Street. 

City. 

State. 

Care  of   

STATE  OF  ,| 

County  of ( 

I, ,  a  Notary  Public  in  and  for  the  county  and  state  afore- 
said,   do    certify    that    ,    personally    appeared   before    me 

in  my  said  county,  and  being  by  me  duly  sworn,  did  depose  and  say, 
that   he  is  the  president  of  the  corporation   described   in   writing  above, 

bearing  date  the   day  of   ,  19 ,  authorized  by 

said  corporation  to  execute  and  acknowledge  deeds  and  other  writings  of 
said  corporation,  and  that  the  seal  affixed  to  said  writing  is  the  corporate 
seal  of  said  corporation,  and  that  said  writing  was  signed  and  sealed  by 
him,  in  behalf  of  said  corporation  by  its  authority  duly  given.     And  the 

said   acknowledged  the  said  writing  to  be  the  act  and  deed  of 

said   corporation. 

Given  under  my  hand  and  official  seal  this day  of , 

19.... 


[Notary  Seal]  Notary  Public. 

Form  265. 
REPORT   OF   ELECTION. 

To  the  Secretary  of  the  State  of  the  State  of  West  Virginia: 

The    Board    of    Directors    of    Company,    in    obedience    to 

section  46  of  chapter  53  of  the  Code,  hereby  submit  the  following  report: 

The   name   of   the   President   of   said   corporation    is    , 

and  his  postofflce  address  is ,  and  he  was  elected  on 

The  name  of  the  Secretary  is   ,  and  his  postoffice  address 

is,  and  he  was  elected  on   

The    postoffice    address    of    the    principal    office    is:     No Streel, 


Given  under  our  hands  and  the  seal  of  said  corporation  the   

day  of   ,19.. 

The  Board  of  Directors 

of Company, 

[Seal]  *  By 

*  Sign  here  by  the  President,  Secretary  or  other  executive  officer. 


STATE  FORMS.  349 

Form  266. 

CERTIFICATE  OF  DISSOLUTION— NOTICE  AND  PROOF 
OF    PUBLICATION. 

I,    ,   president   of   tlio    Company,  a   corporation 

created  and  organized  under  the  laws  of  the  State  of  West  Virginia, 
hereby  certify  to  the  secretary  of  state  of  said  state,  that,  at  a  meeting 
of  the  stockholders  of  said  corporation  regularly  held,  in  accordance  with 

law,  at  the  office  of  said  corporation  in   ,  on  the   day  of 

^  19.  .  .  .,  at  which  meeting  the  majority  of  the  capital  stock  was 

represented  and  voted  in  favor  of  the  same,  the  following  resolutions  were 
duly  and  regularly  adopted  and  passed,  to-wit: 

Kesolved,  first,  That  the   Company,  a  corporation   created  and 

organized  under  the  laws  of  the  state  of  West  Virginia,  does  hereby  dis- 
continue business  as  a  corporation  and  surrenders  to  said  state  its  charter 
and  corporate  franchises.  The  board  of  directors  will  proceed  to  convert 
the  property,  choses  in  action  and  all  assets  of  this  corporation  into  cash, 
and  pay  off  and  discharge  all  its  debts,  liabilities  and  obligations;  and 
after  fully  discharging  all  such  debts,  liabilities  and  obligations,  divide 
the  remainder  among  the  stockholders  pro  rata  with  their  several  hold- 
ings of  stock,  but  no  such  payment  shall  be  made  to  any  stockholder  until 
after  the  publication  of  the  notice  hereinafter  provided. 

Resolved,  second,  That  the  president  of  this  corporation  cause  notice  of 
the  adoption  of  the  foregoing  resolution  to  be  published  in  some  news- 
paper of  general  circulation,  published  near  the  principal  office  or  place 
of  business  of  this  corporation,  once  a  week  for  four  successive  weeks; 
and  that  he  certify  these  resolutions  to  the  secretary  of  state  of  the  State 
of  West  Virginia,  and  deliver  to  him  a  certificate  showing  the  publication 
of   said   notice,   as  provided  by  law. 

And  I  further  certify  that  public  notice  of  said  resolutions  was  given 
by   advertisement  published  once  in  each  week  for  four  successive  weeks 

in    ,  a  newspaper  of  general  circulation  published  near  the 

principal  office  of  said  corporation,  as  is  shown  by  the  certificate  of , 

the  publisher  of  said  newspaper,  hereto  annexed. 

Given  under  my  hand  and  the  seal  of  said   corporation,   this    

day  of ,19 

[Corporate  Seal]  ,  President 

of    Company. 

The  notice  to  be  inserted  in  the  newspaper,  of  the  proposed  dissolution, 
may  be  in  this  form: 

Notice   is  hereby   given  that,  at  a  meeting  of  the  stockholders  of  the 

Company,   a   corporation    created   and  organized   under   the 

laws  of   the  state  of  West  Virginia,   held   at    on  the    

day  of   ,  the  following  resolutions  were  adopted: 

(Here  insert  the  resolutions.) 

Given  under  my  hand  this day  of   


President  of  said  Corporation. 

Attest : Secretary, 

Publisher's   certificate   of  the  publication   of  the  notice  may  be  in   this 
form: 


350      CORPORATION  FORMS  AND  PRECEDENTS. 

4 

J  J ,  publisher  of ,  a  newspaper  of  general  circulation 

published  at in  the  state  of ,  hereby  certify  that  the 

notice    of    the    dissolution    of     Company,    a    copy    of    which 

notice  is  hereto  attached,  was  published  once  in  each  week  for  four  suc- 
cessive weeks  in  said  newspaper,  in  its  issues  dated  the  ....  days  of 

Given  under  my  hand  this   day  of   

,  Publisher. 

(A  copy  of  the  printed  notice,  cut  out  of  the  newspaper  should  be 
pasted   on   the  margin 'of   the   publisher's  certificate.) 

See  Cook  on  Corporations,  §6l'8;  Clark  &  M.,  Corp.,  §§302-334.  See 
also  Atlantic  Dredging  Co.  v.  Beard,   145  App.  Div.    (N.  Y.)    342. 

Form  267. 

FOREIGN     CORPORATION— APPLICATION     AND     PRE- 
LIMINARY   REPORT. 

Application   and   Preliminary    Keport   of   the Company. 

To   Secretary  of  State  of  West  Virginia 
For  the  Current  Year  Ending  June  30,  19.  .  .  . 

The    Company,    a    corporation    incorporated   under 

the  laws  of  the  state  of ,  on  the day  of , 

hereby  applies  to  the  secretary  of  state  of  the  state  of  West  Virginia, 
under  the  provisions  of  §  30  of  Chapter  54  of  the  Code  for  a  certificate  of 
authority  to  hold  property  and  transact  business  in  the  state  of  West 
Virginia  and  pursuant  to  the  requirements  of  Section  131  of  Chapter  32 
of  the  Code,  as  amended  by  the  Acts  of  1907,  submits  the  following 
preliminary  report: 

The  postoffice  address  of  its  principal  office  is 

The  name  and  postofiice  of  the  President   is    

Name  and  postofiice  address  of  the  Secretary  is  

The  number  of  shares  of  its  authorized  capital  stock  is    ; 

the  par  value  of  each  share  is  $ ;  the  number  of  shares  of  such 

capital  stock  issued  and  outstanding  is ,  amounting  to  $ 

(1)  The  value  of  its  property  owned  in  the  state  of  West  Virginia  is 
$ situated   and   composed   as   follows:     

(2)  The  value  of  its  property  it  expects  to  have  in  the  state  of  West 
Virginia  during  the  license  tax  year  ending  June  30,  19....,  and  where 
it  will  be  situated  and  of  what  it  will  consist  are  as  follows :    

(3)  The  number  of  acres  of  land  it  holds  in  the  state  of  West  Virginia 
is acres. 

(4)  The  value  of  its  property  owned  and  used  outside  of  the  state  of 
West   Virginia  is   $ 

(5)  The  proportion  of  its  capital  stock  which  is  represented  by  prop- 
erty owned  in  the  state  of  West  Virginia  is   per  cent. 

(6)  The  assessed  value  of  its  property  located  in  the  state  of  West 
Virginia    is    $ ,   located   and   assessed    as   follows:     

I    ,  do  solemnly  swear  that  the  foregoing  report  is  true 

to  the  best  of  my  knowledge  and  belief. 

Given  under  my  hand  and  the  corporate  seal  of  said  corporation  this 
day  of   ,   19.... 

[Corporate  Seal]  


STATE  FORMS. 


351 


Subscribed  and  sworn  to  before  me,  a ,  in  and  for  .  . .  . 

this   day  of   ,  19....,  iu  my  county  aforesaid. 

[Ofkicial  Skal]  


My  commission  expires   

License   tax   assessed   for  the  year   ending   June   30,    I'J....,   $ 
License   tax   assessed   for   the  year   ending   June   30,   19....,   $. 


Secretary. 


By 


chief  Clerk. 

Notes. — If  the  property  at  (1)  is  the  same  as  that  at  (6)  the  blank  at 
(6)  only  need  be  filled  up.  At  (2)  state  carefully  value  of  property  the 
corporation  expects  to  have  in  the  state,  where  it  will  be  situated  and 
describe  the  kind  of  property. 

See  generally  Cook  on  Corporations,  §§696-700;  Clark  &  M.,  Corp., 
§§  8o4-S65.  See  as  to  service  of  process  on  foreign  corporations,  Cook 
on  Corporations,  §  758;  Clark  &  M.,  Corp.,  §  861.  See  also  Vance  v.  Pullman 
Co.,  160  Fed.  7U7;  Billmycr  Lumber  Co.  v.  Merchants'  Coal  Co.,  66  W.  Va. 
G96. 

Form  268. 
FOREIGN   CORPORATION— POWER  OF  ATTORNEY. 

Know  all  Men  by  these  Presents:  That  ,  a  foreign  cor- 
poration,   incorporated    and    organized    under    the    laws    of    the    state    of 

,  and  authorized  to  hold  property  and  transact  business  in  the 

state  of  West  Virginia,  by  virtue  of  a  certificate  of  the  secretary  of  state 

of  said  state,  issued  and  dated  the   day  of   ,  has  made, 

constituted  and  appointed  and  by  these  presents  doth  make,  constitute  and 
appoint,  the  Auditor  of  the  state  of  West  Virginia,  and  his  successors  in 
office,  for  it  and  on  its  behalf,  attorney  in  fact,  to  accept  service  of 
process  and  notice  in  said  state  for  such  corporation,  and  said  corporation 
by  these  presents  doth  declare  its  consent  that  service  of  any  process  or 
notice  in  said  state  on  said  attorney  in  fact,  or  his  acceptance  thereof 
endorsed  thereon  shall  be  equivalent  for  all  purposes  to,  and  shall  be  anil 
constitute,   due  and  legal  service  upon  said  corporation. 

In   Witness  Whereof,   the    has   signed   these  presents  by 

its  president  and  caused  the  corporate  seal  of  said  corporation  to  be  here- 
unto affixed,  this   day  of   ,   19.... 


By    ,   President. 

[Seal  of  Corporation] 

The  postoffice  address  of  this  corporation  is: 

No Street. 

City. 

State. 

Care  of   

STATE  OF   

County  of 

I     a    notary    public    in    and    for   the    county    and   State 

aforesaid,    do    certify    that     personally    appeared    before 


352      CORPORATION  FORMS  AND  PRECEDENTS. 

me  in  my  said  county,  and  being  by  me  duly  sworn,  did  depose  and  say, 
that   he   is   the   president   of   the   corporation   described   in   writing   abovf, 

bearing   date   the    day   of    ,   19 ,   authorized  by 

said  corporation  to  execute  and  acknowledge  deeds  and  other  writings  of 
said  corporation,  and  that  the  seal  affixed  to  said  writing  is  the  corporate 
seal  of  said  corporation,  and  that  said  writing  was  signed  and  sealed 
by  him,  in  behalf  of  said  corporation  by  its  authority  duly  given.     And 

the  said ,  acknowledged  the  said  writing  to  be  the  act  and 

deed  of  said  corporation. 

Given  under  my  hand  and  official  seal  this day  of , 

19.... 


[Notary  Seal]  Notary  Public. 


STATE  FORMS.  353 


WISCONSIN. 

Form  269. 
ARTICLES   OF   ORGANIZATION. 

Know  all  Men  by  these  Presents,  that  the  undersigned,  adult  residents 
of  the  state  of  Wisconsin,  do  hereby  make,  sign  and  agree  to  the  following 
articles  of  organization: 

Article  First.  The  undersigned  have  associated,  and  do  hereby  asso- 
ciate themselves  together  for  the  purpose  of  forming  a  corporation  under 
Chapter  86  of  the  Wisconsin  Statutes  of  1898,  and  the  acts  amendatory 
thereof,   and  supplementary   thereto,   the  business   and   purposes  of   which 

corporation  shall  be  ,  which  said  business  is  to  be  carried  on 

within   the   state   of    ,   and   especially   within   the   county  of 

,  in  said  state. 

Article  Second.     The  name  of  the  said  corporation  shall  be  , 

and  its  location  shall  be  in  the   ,  Wisconsin. 

Article  Third.     The  capital  stock  of  said  corporation  shall  be   , 

and   the   same   shall   consist   of    shares,   each   of   which   said 

shares  shall  be  of  the  face  or  par  value  of   dollars. 

Article    Fourth.     The    general    ofiBcers    of    said    corporation    shall    be    a 

president,  vice  president,  secretary  and  treasurer    and  the 

board  of   directors  shall   consist   of    stockholders. 

Article  Fifth.  The  principal  duties  of  the  president  shall  be  to  pre- 
side at  all   meetings  of  the  board  of  directors    ,   and  to  have  a 

general  supervision   of  all  the  affairs  of  the  corporation. 

The  principal  duties  of  the  vice  president  shall  be  to  discharge  the 
duties  of  the  president  in  th6  event  of  the  absence  or  disability  for  any 
cause  whatever,  of  the  latter. 

The  principal  duties  of  the  secretary  shall  be  to  countersign  all  deeds, 
leases  and  conveyances  executed  by  the  corporation,  affix  the  seal  of  the 
corporation  thereto,  and  to  such  other  papers  as  shall  be  required  or 
directed  to  be  sealed,  and  to  keep  a  record  of  the  proceedings  of  the 
board  of  directors  and  safely  and  systematically  keep  all  books,  papers, 
records  and  documents  belonging  to  the  corporation,  or  in  any  wise  per- 
taining to  the  business  thereof. 

The  principal  duties  of  the  treasurer  shall  be  to  keep  and  account  for 
all  moneys,  credits  and  property  of  any  and  every  nature  of  the  corpora- 
tion, which  shall  come  into  his  hands,  and  to  keep  an  accurate  account 
of  all  moneys  received  and  disbursed  and  proper  vouchers  for  moneys 
disbursed,  and  to  render  such  accounts,  statements  and  inventories  of 
moneys  received  and  disbursed,  and  of  money  and  property  on  hand,  and 
generally  of  all  matters  pertaining  to  his  office,  as  shall  be  required  by 
the  board  of  directors. 

The  board  of  directors  may  provide  for  the  appointment  of  such  addi- 
tional officers  as  they  may  deem  for  the  best  interests  of  the  corporation. 

Whenever  the  board  of  directors  may  so  order,  the  offices  of  secretary 
and  treasurer  may  be  held  by  the  same  person. 

The  said  officers  shall  perform  such  additional  or  different  duties  as 
shall  from  time  to  time  be  imposed  or  required  by  the  board  of  directors, 
or  as  may  be  prescribed  from  time  to  time  by  the  by-laws. 


354   CORPORATION  FORMS  AND  PRECEDENTS. 

Article  Sixth.  Only  persons  holding  stock  according  to  the  regulations 
of  the  corporation  shall  be  members  of  it. 

Article  Seventh.  These  articles  may  be  amended  by  resolutions  set- 
ting forth  such  amendment  or  amendments  adopted  at  any  meeting  of 
the  stockholders  by  a  vote  of  at  least  two-thirds  of  all  the  stock  of  said 
corporation  then  outstanding. 

In  "Witness  Whereof,  we  have  hereunto  set  our  hands  this   day 

of    ,  A.   D.   19.... 


Signed  in  the  presence  of  -| 

(Signatures.)  [ 

STATE     OF     WISCONSIN,] 

County   of    j 

Personally  came  before  me  this day  of ,  A.  D.  19.  .  .  ., 

the  above  named   and   ,  to  me  known  to  be  the 

persons    who    executed    the    foregoing    instrument    and    acknowledged    the 
same. 


(Signature.)    Notary    Public,    Wisconsin. 

STATE      OF     WISCONSIN,]  ^g 

County   of    J 

and ,  being  duly  sworn,  doth  each 

for  himself  depose  and  say,  that  he  is  one  of  the  original  signers  of  the 
above  declaration  and  articles;  that  the  above  and  foregoing  is  a  true, 
correct  and  complete  copy  of  such  original  declaration  and  articles,  and 
of  the  whole  thereof. 


Subscribed  and  sworn  to  before  me  this day  of , 

19.... 

(Signature.) 

Notary  Public,  Wisconsin. 

See  generally  notes  to  Forms,  1,  5,  8  and  11,  supra.  See  also  In  re 
Southern  Wisconsin  Power  Co.,  140  Wise.  245;  Sentinel  Co,  v.  Meisel- 
bach  Motor  Wagon  Co.,  144  Wis.  224;  Soehnlein  v.  Soehnlein,  146 
Wis.   330. 

Form  270. 
AMENDMENTS  TO  ARTICLES  OF  ORGANIZATION. 

of   the    

j^|.  a    meeting  of  the  stockholders  of  the   , 

a  corporation  organized  under  the  laws  of  the  state  of  Wisconsin,  which 
meeting  was  duly  convened  pursuant  to  the  articles  and  by-laws  of  said 
corporation,   and   at   which   meeting   were   present,   either   in   person   or   by 

proxy    the  owners  of    ,  the  following  resolution  was  dui v 

adopted  by  the  affirmative  vote  of   all   stockholders  present: 

Eesolved,    That    the    articles    of    association    of    said    be    so 

amended  so  as   


STATE  FORMS.  355 

STATE     OF     WISCONSIN,) 

^  88 : 
County    of    I 

We,   the   undersigned,    ,   president,    and    , 

secretary,  of  ,  do  hereby  certify  that  the  foregoing  amend- 
ment to  the  articles  of  association  of   was  duly  adopted  at  a 

meeting  of  the  stockholders  of  said  company,  duly  convened 

according  to  the  articles  and  by-laws  of  said  company,  which  meeting  was 

held  at  the  principal  office  of  said  corporation  at  the    of 

,  on  the    day  of    ,   in  the  year   19.... 

And  we   do   further   certify   that  such  amendment  was   adopted  at   said 

meeting  by  the  affirmative  votes  of  the  owners  of    of  all  the 

capital  stock  of  said  corporation  then  outstanding,  and  that  the  foregoing 
copy  of  such  resolution  and  amendment  to  said  articles  of  association  is  a 
full,  true  and  correct  copy  of  the  original  thereof. 

In  Witness  Whereof,  We,  the  said ,  president,  and   , 

the  secretary,  have  hereunto  set  our  hands  and  have  caused  the  corporate 

seal  of  the  said  corporation  to  be  affixed  hereto  at this 

day  of ,  A.  D.  19 


President. 


[Corporate  Seal]  Secretary. 

See  generally  Cook  on  Corporation,  §§492-503;   Clark  &  .M.,  Corp.,  §57. 

Form  271. 
DISSOLUTION   OF   CORPORATION. 

At  a  special  meeting  of  the  stockholders  of  the ,  a  corporation 

organized  under  the  laws  of  the  state  of  Wisconsin,  which  meeting  was 
duly  called  and  held  pursuant  to  law  and  to  the  articles  and  by-laws  of 
said  corporation,  the  following  resolution  was  duly  adopted  by  the  affirma- 
tive vote  of of  the  capital  stock  outstanding. 

Resolved,  That  the   ,  a  corporation  organized  under  the  laws 

of  the  state  of  Wisconsin  and  located  at  Wisconsin,  be  and 

the  same  is  hereby  dissolved. 

STATE     OF     WISCONSIN,] 
County    of    ( 

We,  the  undersigned,   ,  president,  and    , 

Secretary,  of  the  ,  do  hereby  certify  that  the  foregoing  reso- 
lution dissolving  the  said  corporation  was  duly  adopted  at  a  special  meet- 
ing of  the  stockholders  of  said  company,  duly  called  and  held  pursuant  to 
law  and  to  its  articles  and  by-laws,  which  meeting  was  held  at  the  prin- 
cipal office  of  said  corporation  at   ,  Wisconsin,  on  the   

day  of   -.  .,  19 

And   we   do   further   certify   that  the   whole   number  of   shares  of  stock 
of  said  corporation  issued  and  outstanding  at  the  time  of  the  holding  of 

such  meeting  was   shares  voted  in  favor  of  said  corporation  and 

shares  against  it. 

That  the  foregoing  copy  of  said  resolution  is  a  full,  true  and  correct 
copy  of  the  original  resolution  so  adopted,  and  of  the  whole  thereof. 

In   Witness    Whereof,   we,   the   president    and    secretary,    have   hereunto 


356   CORPORATION  FORMS  AND  PRECEDENTS. 

oflBcially  subscribed  our  names  and  have  caused  the  corporate  seal  of  the 

said  corporation  to  be  hereto  affixed  this   day  of    , 

A.  D.  19 


President. 


[Corporate  Seal]  Secretary. 

See  generally  Cook  on  Corporations,  §  G28;  Clark  &  M.,  Corp.,  §§  302-334. 

Form  272. 
ANNUAL    REPORT— DOMESTIC    CORPORATIONS. 

To  the  Secretary  of  State,  State  of  Wisconsin: 

1.  Name  of  corporation :    

2.  Location  of  corporation :    ,  St.,   

3.  Names  and  addresses  of  the  officers  and  directors  of  the  corporation: 

Title.  Name.  Address. 

St., 

'    *  , ' St., 

*    '  " " St., 

4.  Amount  of  authorized  capital  stock,  $ 

5.  Total  amount  of  capital  stock  actually  paid  in  money,  property  and  , 
services,   $ 

6.  Was  said  corporation   engaged   in   actual  business   during  the   past 

year!  

7.  Nature  of  business  transacted  during  the  past  year:    

8.  States  in  which  the  corporation  is  licensed  to  transact  business  as  a 
foreign  corporation 

9.  That  such  corporation  has  not  entered  into  any  combination,  con- 
spiracy, trust,  pool,  agreement  or  contract  intended  to  restrain  or  pre- 
vent competition  in  the  supply  or  price  of  any  article  or  commodity  in 
general  use  in  this  state,  or  constituting  a  subject  of  trade  or  commerce 
therein,  or  which  shall  in  any  manner  control  the  price  of  any  such  article 
or  commodity,  fix  the  price  thereof,  limit  or  fix  the  amount  or  quantity 
thereof  to  be  manufactured,  mined,  produced  or  sold  in  said  state  or  &x 
any  standard  or  figure  by  which  its  price  to  the  public  shall  be  in  any 
manner  controlled  or  established. 

In  Witness  Whereof,  said i^as  caused  its  corporate 

seal  to  be  affixed  and  its  name  to  be  hereto  attached,  this    

day  of ,  A.  D.  19.... 

(Name  of  Corporation.) 

By ■• 

[Corporate  Seal]  (Name  of  Officer  Signing  and  Title.) 

STATE    OF    WISCONSIN,) 

'  ss: 

County  of  \  . 

,  being  first  duly  sworn,  on  oath  says  that  he  is 

one  of  the  officers,  to  wit,  the (title  of  officer),  of  the ^ • 

(name   of   corporation);    that   the    foregoing    statement,    executed    m    the 


STATE  FORMS.  357 

name  and  on  behalf  of  said  corporation,  and  under   its  corporate  seal,   is 
correct  and  true. 

Subscribed  and  sworn  to  before  me,  this    day  of    , 

19.... 


(If  corporation  has  no  corporate  seal,  so  state,  and  strike  out  of  veri- 
fication the  words,  "and  under  its  corporate  seal.") 

Form  273. 
FOREIGN   CORPORATION— STATEMENT. 

DEPAKTMEXT    OF    STATE— STATE    OF    WISCONSIN. 

Statement  of  foreign  corporations  in  accordance  with  the  provisions  of 
Chapter  562  of  the  Laws  of  Wisconsin,  for  the  year  1907. 

STATE  OF ,) 

y  ss: 
County  of ^ 

being    first    duly    sworn,    on    oath,    says    that    he    la    the 

of  the ,  a  corporation  organized  under  the  laws 

of  the  state  of    

Ist.  That  the  name  of  such  corporation  is  ,  and  the  loca- 
tion of  its  principal  office  or  place  of  business  without  the  state  of  Wis- 
consin,   is    street,    ,    in    the   county   of    , 

state  of   ,  that  its  principal  office  or  place  of  business  jvithin 

the  state  of  Wisconsin  is street, ,  county  of 

2nd.  That  the  names  and  addresses  of  the  oflacers  of  such  corporation 
are  as  follows: 

Office.  Name.  Address. 


That  the  name  and  address  of  the  agent  or  manager  of  such  corpora- 
tion   in   the  state   of   Wisconsin,    is    

3rd.  That  the  amount  of  capital  stock  paid  in  money,  property  or 
services  is  $ 

4th.  That  the  nature  of  the  business  to  be  transacted  in  the  state  of 
Wisconsin   is   as   follows :    

5th.  That  the  proportion  of  the  capital  stock  represented  in  the  state 
of  Wisconsin,  by  its  property  located  or  to  be  acquired  therein  and  by 
its  business  to  be  transacted  therein,  is  $ 

6th.  That  the  said  corporation  acting  herein  by  this  affiant,  duly  au- 
thorized thereunto,  by  these  presents  constitutes  and  appoints  the  Secre- 
tary of  State  and  the  Assistant  Secretary  of  State  of  the  state  of  Wis- 
consin, and  their  successors  in  office,  its  true  and  lawful  attorneys  upon 
whom  all  summons,  notices,  pleadings  and  processes,  in  any  action  or  pro- 
ceeding against  such  corporation,  shall  be  served.  And  such  corporation 
hereby  agrees  that  such  service  on  the  said  attorneys  shall  be  of  the  same 
legal  force  and  effect  and  validity  as  if  served  on  the  corporation,  and 
that  such  appointment  shall  continue  in  force  and  eff^ect  as  long  as  any 
liability  remains  outstanding  against  such  corporation  in  the  state  of 
Wisconsin. 


358   CORPORATION  FORMS  AND  PRECEDENTS. 

7th.     That  such  corporation  was  legally  authorized  to  transact  business 

in  the  state  wherein  incorporated  on  the day  of , 

19....,  and  is  at  the  date  hereof  so  authorized. 

8th.  That  such  corporation  has  not  entered  into  any  combination,  con- 
spiracy, trust,  pool,  agreement  or  contract  intended  to  restrain  or  prevent 
competition  in  the  supply  or  price  of  any  article  or  commodity  in  gen- 
eral use  in  the  state  of  Wisconsin,  or  constituting  a  subject  of  trade  or 
commerce  therein,  or  which  shall  in  any  manner  control  the  price  of  any 
such  article  or  commodity,  fix  the  price  thereof,  limit  or  fix  tl*e  amount  or 
quantity  thereof  to  be  manufactured,  mined,  produced  or  sold  in  said  state, 
or  fix  any  standard  or  figure  by  which  its  price  to  the  public  shall  be 
in  any  manner  controlled  or  established. 

9th.  That  such  corporation,  will  comply  with  all  the  laws  of  the  state  of 
Wisconsin,    relating   to    foreign    corporations. 

Dated    ; ^  19 


Subscribed  and  sworn  to  before  me  this   day  of 

19.... 


[Notary    Seal]       Notary  Public,   

My  commission  expires   

See  generally  Cook  on  Corporations,  §§696-700;  Clark  &  M.,  Corp., 
§§  834-865.  See  as  to  service  of  process  on  foreign  corporations,  Cook  on 
Corporations,  §758;  Clark  &  M.,  Corp.,  §861.  See  also  Elwell  v.  Adder 
Mach.  Co.,  136  Wis.  82;  Atlas  Engine  Works  v.  Parkinson,  161  Fed. 
223;  Southwestern  Slate  Co.  v.  Stephens,  139  Wis.  616;  Duluth  Music 
Co.  V.  Clancy,  139  W^is.  189;  Paulus  v.  Hart-Parr  Co.,  136  Wis.  601; 
State  V.  Circuit  Court  of  Milwaukee  County,  143  Wis.  282;  F.  A.  Part- 
rick  Co.  V.  Deschamp,  145  Wis.  224;  Hanna  v.  Kelsey  Eealty  Co.,  145 
Wis.  276;  Fond  du  Lac  Cheese  &  Butter  Co.  v.  Herrington  Produce  Co., 
140  Wis.  70;   Minneapolis  Threshing  Mach.  Co.  v.  Ashauer,  142  WUs.  646. 

Form  274. 

CERTIFICATE   OF  NEWLY   ELECTED   OFFICERS— FOR- 
EIGN CORPORATION. 


Certificate  of  newly  elected  officers  of  the 
(A  Foreign  Corporation.) 

STATE  OF 

County  of  

I, (President  or  Secretary),  do  hereby  certify  that  at  a 

meeting  of  the  Board  of  Directors  of  said duly  held  at 

on    the     day     ,    19 ,    the    following    officers    were 

duly  elected: 

In  Witness  Whereof,  said  corporation  has  cau»ed  this  instrument  to  be 

signed  by  its (President  or  Secretary),  this 

day  of ,  r  B . . . . 


[Corporate  Seal.] 

(This  certificate  should  be  filed  with  the  Secretary  of  State  of  the  state 
of   Wisconsin   within    20   days   after   change   made    in   corporate   officers.) 


STATE  FORMS.  359 

Form  275. 
ANNUAL  REPORT— FOREIGN  CORPORATIONS. 

To  the  Secretary  of  State,  State  of  Wisconsiu: 

1.  Name   of   corporation    

2.  Location  of  principal  ollice  without  state St.,   

3.  Location  of  princii)al  ofTice  within  state   St.,    

4.  Names  and  addresses  of  the  oRicers  of  the  corporation. 

Title.  iNanie.  Address. 


5.  Name  and  address  of  the  agent  or  manager  who  represents  the  cor- 
poration within  the  state ,  St., 

6.  Nature  of  business  transacted  in  the  state  during  the  past  year, 

7.  Total  amount  of  capital   stock   paid   in   money,   property  or  services, 


8.  Proportion  of  capital  stock  represented  in  the  state  by  its  property 
located  and  business  transacted  therein  during  the  past  year,  $ 

9.  That  said  corporation  has  not  entered  into  any  combination,  con- 
spiracy, trust,  pool,  agreement  or  contract  intended  to  restrain  or  prevent 
competition  in  the  supply  or  price  of  any  article  or  commodity  in  general 
use  in  the  state  of  Wisconsin,  or  constituting  a  subject  of  trade  or  com- 
merce therein,  or  which  shall  in  any  manner  control  the  price  of  any  such 
article  or  commodity,  fix  the  price  thereof,  limit  or  fix  the  amount  or 
quantity  thereof  to  be  manufactured,  mined,  produced  or  sold  in  the  state 
of  Wisconsin,  or  fix  any  standard  or  figure  by  which  its  price  to  the  public 
shall  be  in  any  manner  controlled  or  established. 

In  Witness  Whereof,  said   (name  of  corporation)  * 

has   caused    its   corporate   seal   to   be   aflixed   and    its   name    to   be   hereto 
attached  this day  of ,  A.  D.  19. . . . 


Name  of  Corporation. 
By  

[Corporate  Seal]  Name  of  OflBeer  Signing  and  Title. 

STATE  OF ,) 

'  SS: 
County  of ( 

,  being  first  duly  sworn  on  oath  says  that  he  is  one  of 

the  officers,  to-wit,  the (title  of  officer)  of  the 

(name  of  corporation)  that  the  foregoing  statement,  executed  in  the  name, 

and  on  behalf  of  s/iid  corporation,  *  and  under  its  corporate  seal,  is  correct 

and  true. 


(Name  of  Officer  Signing.) 

Subscribed  and  sworn  to  before  me,  this day  of  

19.... 


*If  the  corporation  has  no  corporate  seal  so  state  and  strike  out  of  the 
verification  the  words  "and  under  its  corporate  seal." 


360      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  276. 
AFFIDAVIT  FOR  FOREIGN  CORPORATION. 

STATE  OF   

County  of    

being   first    duly   sworn    on   oath,   says   that   he   is  the 

of  the ,  a  corporation  organized  under  the  laws 

of  the  state  of That  on  the day  of , 

19.  . . .,  the  said  corporation  passed  an  amendment  to  its  articles  of  associa- 
tion increasing  its  capital  stock  from  $ to  $ ,  that 

(insert  proportion  of  increased  capital  stock  to  be  employed  in  the  state 
of  Wisconsin). 

That  affiant  make  this  affidavit  for  and  on  behalf  and  by  authority  of 
said  corporation. 

Dated  this day  of ,19 


[Corporate  Seal]  

Subscribed   and   sworn   to   before  me    this    day  of 

,  19.... 


Notary  Public   

(This  affidavit   is  made   under   P.  5,    §  1770  b.  of  the  1907  Wisconsin 
Statutes.) 

Form  277. 

FOREIGN   CORPORATION— SUPPLEMENTAL  ANNUAL 

REPORT. 

To  the  Secretary  of  State,  State  of  Wisconsin: 

1.  Name   of  corporation    

2.  Location  of  principal  office  without  state   

3.  Total   amount   of  business  transacted   during  the  year  ending  Dec. 
31,  19....,  $ 

4.  True  value  of  all  property  held  by  the  corporation  $ 

5.  Total  amount  of  business  transacted  in  the  state  of  Wisconsin  during 
the  year  ending  Dec.  31,  19 ,  §  . . .' 

6.  True  value  of  all  property  held  by  the  corporation  in  the  state  of 
Wisconsin  $ 

In  Witness  Whereof,  the  said  corporation  *  has  caused  its  corporate  seal 

to  be  affixed   and  its  name  to  be  hereto   attached  this    day  of 

,A.  D.  19....  * 


By 

[CORPORATK  Seal]  

STATE  OF  ,/ 

'  ss  • 
County  of \ 

^  being  first  duly  sworn,  on  oath  says  that  he  is  cme  of 

the  officers,  to-wit,  the of  the ,  that  the  fore- 


STATE  FORMS.  361 

going  statement  executed  in  the  name,  and  on  behalf  of  said  corporation,* 
under  its  corporate  seal,  is  correct  and  true. 

(OflScer's  Signature.) 

Subscribed  and  sworn  to  before  me,  this day  of , 

19.... 

[Not.'  rial  Seai.]  

(The  above  report  is  made  under  Paragraph  E.,  subdivision   7,   Section 
1770b.) 

*(If   corporation    has   no   corporate   seal,   strike   out   of  verification   the 
words,  "and  under  its  corporate  seal.") 


362      CORPORATION  FORMS  AND  PRECEDENTS. 

WYOMING. 

Form  278. 
ARTICLES    OF    INCORPORATION. 

Know  all  Men  by  these  Presents:  That  we,  the  undersigned,  desiring 
to  form  a  corporation  for  the  purposes  hereinafter  set  forth,  under  and  in 
conformity  with  the  laws  of  the  State  of  Wyoming,  hereby  voluntarily 
associate  ourselves  together  and  make  this  written  certificate  in  duplicate, 
and  do  hereby  certify: 

I.  The  name  of  this  corporation  shall  be   

II.  The  object  for  which  this  corporation  is  formed  is 

III.  The  amount  of  the  capital  stock  of  this  corporation  shall  be 

dollars   ($ )   to  be  divided  into   shares  of  the  par  value  of 

dollars  ($ )  each. 

IV.  The  term  of  the  existence  of  this  corporation  shall  be 

years,  from  the   date  hereof. 

V.  The  management  of  the  concerns  of  this  corporation  shall  be  vested 
in  a  board  of directors. 

The  names  and  residences  of  the  directors  who  have  been  selected  for  the 
first  year  are: 

Names.  Eesidences. 


VI.  The  place  where  the  operations  of  this  corporation  shall  be  car- 
ried on  is in  the  county  of ,  State  of  Wyoming, 

and  the  principal  office  of  this  corporation  shall  be  at    in  the 

county  of ,  State  of  Wyoming. 

VII.  All  suits  against  this  corporation  shall  be  commenced  in  the  said 
County  of ,  State  of  Wyoming. 

In  Witness  Whereof,  we  have  executed  these  articles  of  incorporation  in 
duplicate  this day  of ,  A.  D.  19 ...  . 

Witnesses : 

[Seal] 

[Seal] 

[Seal] 

STATE  OF  WYOMING,     ) 

'  ss ' 
County  of   ( 

I,    ,   a  notary  public  in  and  for  the  said  county  and  state 

aforesaid,  do  hereby  certify  that ,   ,  and   , 

who  are  personally  known  to  me  to  be  same  persons  whose  names  are  sub- 
scribed to  the  foregoing  instrument,  appeared  personally  before  me,  and 
each  separately  acknowledged  that  he  signed,  sealed  and  delivered  the  said 
instrument  as  his  free  and  voluntary  act,  for  the  uses  and  purposes  therein 
set  forth. 


STATE  FORMS.  363 

\Vitnp88   my   Land  and   notarial   seal   this    <liiy   of    , 

A.  U.  n» 


Notary    Public. 

My  commission  expires 

See  generally  notes  to  Forms,  1,  5,  8  and  1 1,  nupra. 

Form  279. 

FOREIGN   CORPORATION— ACCEPTANCE  OF  THE  CON- 
STITUTION   OF    THE    STATE    OF    WYOMING. 

Know  All  Men  by  These  Presents;   That,  Whereas:    is 

a  corporation  duly  organized  and  existing  under  the  laws  of  the 

and, 

Whereas,  said  corporation  has  heretofore  been  lawfully  engaged  in  carry- 
ing on  its  business  in  said ,  and, 

Whereas,  by  an  Act  of  Congress  of  the  United  States,  approved  July  lOth, 
A.  D.  1890,  the  Territory  of  Wyoming  was  duly  admitted  into  the  Union 
of  States,  and  thereby  became  a  state,  by  the  name  of  the  state  of  Wyo- 
ming, and 

Whereas,  it  is  provided  in  the  constitution  and  by  the  laws  of  said  state, 
that  no  corporation  organized  under  the  laws  of  Wyoming  Territory,  or 
any  other  .jurisdiction  other  than  said  state,  shall  be  permitted  to  transact 
business  in  said  state  until  it  shall  have  accepted  the  constitution  of  said 
state  and  filed  its  acceptance  in  accordance  with  the  laws  thereof,  and. 

Whereas,  at  a  meeting  of ,  of  said  corporation,  held  at  the 

town  of ,  on  the day  of ,  A.  D.  191.  ., 

a  resolution  was  adopted  by  said accepting  the  said  constitu- 
tion and  authorizing  the  president  and  secretary  of  said  corporation  to  exe- 
cute and  file  an  acceptance  of  said  constitution  as  required  by  law. 

Now,  Therefore,  in  compliance  with  the  provisions  of  said  constitution  and 

laws,  and  pursuant  to  said  resolution  adopted  as  aforesaid,  the  said 

hereby  accepts  the  constitution  of  the  state  of  Wyoming  as  required  by  the 
provisions  thereof. 

In  Witness  Whereof,  said has  caused  its  corporate  name  to 

be  signed  to  these  presents  in   duplicate,  by   its  president,  attested  by  its 

secretary,  and  its  corporate  seal  to  be  hereto  afiixed  this   day  of 

,  A.  D.  191.. 


[Seal]  By President, 

Attest : 

,   Secretary. 

STATE  OF ) 

County  of  ^ 

I     J   a    within   and   for   said   county,    in   the 

state    aforesaid    do    hereby    certify    that    ,    president    of    the 

,  a  corporation,  and  ,  secretary  of  said  corpora- 
tion, who  are  each  known  to  me  to  be  the  identical  persons  whose  names 
are  subscribed  to  the  foregoing  instrument,  appeared  before  me  this  day 
in   person  and  acknowledged  that  as  such  president  and  secretary  respec- 


364   CORPORATION  FORMS  AND  PRECEDENTS. 

tJvely,  they  executed  said  instrument  as  their  free  act  and  deed,  and  as  the 
free  act   and   deed  of  said  corporation. 

Given  under  my  hand  and  official  seal,  this day  of 

A.   D.    19 

My   commission  will   expire    ,   19.  . .  . 

(The  acknowledgment  may  be  taken  by  any  officer  having  a  seal  and 
authorized  to  take  acknowledgments  by  the  laws  of  the  State  wherein 
the  same  is  executed.  A  fee  of  $:i.50  must  .accompany  this  instrument 
to  entitle  it  to  record  in  the  office  of  the  Secretary  of  State.) 

See  generally  Cook  on  Corporations,  §§(596-700;  Clark  &  M.,  Corp., 
§§  8;{4-865.  See  as  to  service  of  process  on  foreign  corporations,  Cook  on 
Corporations,  §758;  Clark  &  J\I.  Corp.,  §  8G1.  Sec  also  Gould  Land  & 
Cattle  Co;  V.  Kocky  Mountain  Bell  Tel.  Co.,  17  Wyo.  507. 

Form  279a. 

DESIGNATION  OF   OFFICE  AND  AGENT  BY  FOREIGN 
CORPORATION. 

STATE  OF    ,) 

(,ounty  ot    ( 

The Company,  a  corporation  duly  organized  and  exist- 
ing under  the  laws  of  the  state  of  ,  and  having  its  prin- 
cipal office   in  said  state  of    ,   at    ,   being 

desirous  of  doing  business  in  the  state  of  Wyoming  and  of  complying  with 
the  laws  of  said  state  respecting  foreign  corporations  hereby  certifies: 

1,  That  the  location  of  its  principal  office   in  said  state   of  Wyoming 

is  No , Street,  in  the of , 

County  of   ,  and   ,  who  resides  at 

,  in  said   ,  is  the  name  of  the  agent  in 

charge  thereof,  and  upon  whom  process  against  said  The 

Company  may  be  served. 

2.  That  such  office  at   shall  be  and  be  deemed  to  be 

the  office  and  post-office  address  of  said  Company,  its  officers,  directors  and 
stockholders,  and  whenever  by  the  provisions  of  the  laws  of  the  state  of 
Wyoming  any  notice  is  required  to  be  served  upon  or  given  to  said  corpo- 
ration, its  officers,  stockholders,  or  directors,  such  notice  may  be  sent  by 
mail  or  otherwise  given  as  the  law  may  require  to  the  above  office  in  said 
state  of  Wyoming  and  such  notice  so  given  shall  be  deemed  to  be  sufficient 

notice.    Said  The Company  hereby  stipulates  and  agrees 

that  any  service  of  process  made  at  such  principal  office  in  -the  state  of 
Wyoming  and  upon  such  designated  agent  shall  be  and  be  deemed  to  be 
sufficient  service  upon  it,  said  The   Company. 

4.  That  attached  hereto  is  a  certified  copy  of  its  charter  of  incorporation, 
a  copy  of  which  also  duly  certified  has  been  filed  in  the  office  of  the  regis- 
ter of  deeds  of  said  County  of   

In  witness  whereof  said  The    Company  has   caused 

its  corporate  name  to  be  hereunto  subscribed  and  signed  by  its  president 
and  its  corporate  seal  to  be  hereunto  affixed  and  attested  by  its  secretary, 


STATE  FORMS.  365 

])Oth  of  said  officers  being  thereunto  duly  authorized  this    da> 

of  ,  19.... 

The Company, 

[OoRi'OKATE  Seal]  i^y   •  •  • 


It8  President. 


Attest : 


Secretary. 

STATE  OF    

County    of 

On  this day  of ,  19 ,  before  me,  a  notary 

public    in    and    for    the    county    and    state    aforesaid    personally    aj)peared 

and   ,  personally  known  to  me 

to  be  respectively  the  president  and  secretary  of  The  

Company,  a  corporation  organized  and  existing  under  the  laws  of  the  state 

of    ,  and  which   is  the  corporation  described  in  and 

which  executed  the  above  instrument,  and  they  being  respectively  duly 
sworn,  acknowledged  and  said  that  they  are  respectively  the  president  an<l 

secretary  of  the  said  flie Company;  that  the  seal  atlixed 

to  the  above  instrument  is  the  seal  of  said  company;  that  it  was  so  afii.xed 
by  order  of  the  board  of  directors  of  said  company  and  they  respectively 
signed  their  names  to  the  above  instrument  by  like  order;  and  that  said 
corporation  executed  the  above  instrument  freely  and  voluntarily  and  for 
the  uses  and  purposes  therein  mentioned  and  that  they  respectively  signed 
their  names  thereto  freely  and  voluntarily  and  for  the  purposes  therein 
mentioned;  that  the  charter  of  incorporation  attached  to  and  referred  to 
in  the  above  instrument  is  a  true  copy  of  said  charter  and  the  whole 
thereof;  and  that  the  above  instrument  is  true  in  substance  and  in  fact. 


Subscribed,    sworn   to   and    acknowledged   before    me   this    day 

of ,  19... 


Notary  Public. 
My  commission  expires   .- ,  19 ... . 


CHAPTER  II. 

ACKNOWLEDGMENT  AND  PROOF  OF 
INSTRUMENTS. 

Form  280. 
ALABAMA— ACKNOWLEDGMENT. 

STATE  OF  ALABAMA,       | 

County.   j^^  = 

Ij ,  a   in  and  for  said  county  and  said  state, 

hereby   certify    that    ,    whose   name   as    of   the 

,  a   corporation,   is  signed   to  the  foregoing   conveyance,   and 

who  is  known  to  me,  acknowledged  before  me  on  this  day  that,  being 
informed  of  the  contents  of  the  conveyance,  he,  as  such  officer  and  with 
full    authority,    executed    the    same    voluntarily    for    and    as    the   act    and 

deed   of  said   corporation.     Given   under   my  hand  this    day  of 

19.... 


Form  281. 
ALASKA— ACKNOWLEDGMENT. 

DISTEICT  OF  ALASKA,     ) 
Precinct ( 

On  this  day  of  ,  19....,  before  me,  the  under- 
signed,   a   notary   public 'residing   at    in    said   precinct    and 

district,  personally  appeared   ,  to  me  known  and  known  to  me 

to  be  the  President  of  the   Company,  and    ,  to 

me  known  and  to  me  known  to  be  the  Secretary  of  the  said  

Company,    and    severally    duly    acknowledged    to    me    that    they    as    such 

President   and   Secretary  respectively   of   the   above   named    

Company,  had  in  their  official  capacities  aforesaid,  executed  the  foregoing 
instrument  as  the  free  act  and  deed  of  the  caid  corporation  for  the  con- 
sideration  and   purposes   therein   mentioned. 

Witness  my  hand  and  notarial  seal  at   ,  the  day  and  year 

in  this  certificate  first  above  written. 


Notary  Public. 

Form  282. 
ARIZONA— ACKNOWLEDGMENT. 

STATE  OF ,) 

County  of f  ^^* 

Before  me,    ,  a  notary  public,  in   and   for  said  state  and 

county,    on    this    day    of    ,    19 ,    personally    ap- 

366 


ACKNOWLEDGMENTS  AND  PROOFS.  367 

peared known  to  me  (or  proved  to  me  on  the  oath  of ) 

to   be  tbe   person   whose   name   is  subscribed   to   the   foregoing   instrument 

as  president   (or  other  officer)   of   ,  the  corporation  described 

in  the  foregoing  instrument,  and  acknowledged  to  me  that  as  such  officer 
he  executed  the  same  for  said  corporation,  and  that  he  executed  the  same 
for  the  purpose  and  consideration  therein  expressed  as  the  free  act  and 
deed  of  such  corporation  and  by  him  and  by  said  corporation  voluntarily 
executed. 

Given  under  my  hand  and  seal  of  office  this day  of , 

A.  D.   19 


My  commission  expires  the day  of ,  A.  D. 

Form  283. 
ARKANSAS— ACKNOWLEDGMENT. 

STATE  OF 

County  of  

On  this  day  personally  appeared  before  the  undersigned , 

a  notary  public  in  and  for  the  state  and  county  aforesaid,    , 

to  me  known    (or  proved  to  me  on  the  oath  of   )   to  be  the 

president   (or  other  officer)  of  the ,  a  corporation;  and 

to  me  kno\\ii   (or  proved  to  me  on  the  oath  of   ) 

to  be  the  secretary   (or  other  officer)  of  said ,  a  corporation; 

and   acknowledged  that   as  such    and   as   such    

respectively  of  the  said  corporation,  they  had  executed  the  foregoing 
deed  as  the  act  and  deed  of  said  corporation  for  the  purpose  and  con- 
sideration therein   expressed. 

Witness  my  hand  and  official  seal  this day  of , 

A.  D.  19.... 


Notary  Public. 

Form  284. 
CALIFORNIA— ACKNOWLEDGMENT. 

STATE  OF  CALIFOKNIA,    | 

County  of ( 

On  this   day  of   ,  in  the  year   before  me 

(here    insert   the   name    and    quality   of   the    officer)    personally    appeared 

,  known  to  me   (or  proved  to  me  on  the  oath  of   ) 

to  be  the  president  (or  the  secretary)  of  the  corporation  that  executed  the 
within  instrument  (where,  however,  the  instrument  is  executed  in  behalf 
of   the   corporation   by   some   one   other   than   the   president   or   secretary) 

insert:  known  to  me  (or  proved  to  me  on  the  oath  of ),  to  be 

the  person  who  executed  the  within  instrument  on  behalf  of  the  corporation 
therein  named),  and  acknowledged  to  me  that  such  corporation  executed 
the  same.  • 


368      CORPORATION  FORMS  AND  PRECEDENTS. 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  the  day  and  year  first  in  this  certificate  above  written. 

(Name  and  quality  of  ofiicer.) 
Civil  Code,  Cal.  §  1190. 

Form  285. 

ACKNOWLEDGMENT    OF    DEED    EXECUTED    IN    ENG- 
LAND   FOR    LANDS   IN    CALIFORNIA. 

CITY    OF   LONDON,        | 
England.  ( 

On  this  day  of   ,  in  the  year  of  our  Lord  One 

Thousand  Nine  hundred  and ,  before  me,  a  Notary  Public  of 

the    City    of   London,    England,    duly    appointed    and    authorized    to    take 
the  proof  and  acknowledgment  of  deeds  and  other  instruments  personally 

appeared    ,    and    ,  the  said    

to  me  known  to  be  the  Chairman,  the  said and 

to  me  known  to  be  two  of  the  Directors,  and  the  said ,  to 

me  known  to  be  the  Secretary,  of   ,  being  the  corporation 

described  in  and  which  executed  the  foregoing  instrument  and  known  to 
me    personally   to   be    the    persons   who    executed   the    said    instrument    on 

behalf  of  said  ,  and  they  each  severally  acknowledged  to 

me  that  they  executed  the  same   freely  and  voluntarily   and  for   the  uses 
and    purposes    therein    set    forth,    and    they    each    severally    acknowledged 

to  me  that  said ,  executed  the  same,  and  that  as  said  officers 

of  said   ,  they  executed  the  same  for  and  on  behalf  of  said 

,  and  that  they  affixed  the  seal  of  said ,  thereto 

by  order  of  the  Board  of  Directors  of  said   

And  I  further  certify  that  the  seal  as  affixed  to  said  instrument  is 
known  to  me  to  be  the  official  seal  of  said 

In  Testimony  Whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  at  the  City  of  London,  England,  the  day  and  year  first  in 
this  certificate  above  written. 


Notary  Public. 
(Add  certificate  of  United  States  Consul-General.) 

Form  286. 
COLORADO— ACKNOWLEDGMENT. 

STATE  OF  ,jl 

County  of C 

I,    ,  a  notary  public,   in   and   for  said  county   and  state, 

do  hereby  certify  that   ,  president  and   ,  secretary 

of ,  the  above  described  corporation,  who  are  personally 

known  to  me  to  be  such,  the  president  and  secretary,  respectively  of  said 
corporation,  and  who  are  personally  known  to  me  to  be  the  same  persons 

who  executed  the  foregoing  instrument  in  vrriting  on  behalf  of    , 

the   above-described    corporation,   appeared   before   me   this   day    in   person 
and  acknowledged  that  they  signed,  sealed  and  delivered  the  said  instru- 


ACKNOWLEDGMENTS  AND  PROOFS.  369 

inent  as  their  free  aud  voluntary  act,  and   as  the  free  and  voluntary  act 
and  deed  of  said  corporation,  for  the  uses  and  purposes  therein   sjiecified. 

Given   umler   my  lianil  and  notarial   si-al,  this    day   of    , 

A.  D.  19 


Xotary  Pulilie. 

Form  287. 
CONNECTICUT— ACKNOWLEDGMENT. 

STATE  OF  I 

County  of ( 

,   ,  10.  ... ,  then  and  there  personally  appeared 

before  me,   ,  a   ,    ,  president  of  the 

,  a  corporation,  siji^ner  and  scaler  of  the  forej^oing  instrument 

and  acknowledged   the  same  to  be  his  free  act   and   deed  as  president  of 

,  the  above-described  corporation,  and  the  free  act  and  deed 

of  said  corporation  before  me. 

Witness  my  hand  and  notarial  seal   this   day  of   , 

A.  D.  19 


Notary  Public. 

Form  288. 
DELAWARE— ACKNOWLEDGMENT. 

STATE   OF   DELAWAKi:,    |  ^ 
County  of   ( 

Be  it  Remembered,  that  on  this   day  of    ,  in  the 

year  of   Our   Lord  One  Thousand   nine   hundred  and    ^.    before  me 

the  undersigned ,  a  Xotary  Public  for  the  State  of  Delaware, 

jtersonally   came    President   of   The    Company, 

party  of  the part  to  the  above  indenture,  known  to  me  personally 

to  be  such  President,  and  acknowledged  the  above  indenture  to  be  his  act 
and  deed,  and  the  act  and  deed  of  said  company  and  the  seal  thereto 
affixed  to  be  the  common  and  corporate  seal  of  said  company  duly  affixed 
by  its  authority,  and  that  the  signing,  sealing,  acknowledgment  and 
delivery  of  said  Indenture  was  duly  authorized  by  a  resolution  of  its 
board  of  directors. 

Given  under  my  hand  and  seal  of  office  the  day  and  year  aforesaid. 

Notary  Public. 

Form  289. 
DISTRICT   OF   COLUMBIA— ACKNOWLEDGMENT. 

UNITED  STATES  OF  AMERICA,    1 

ss ' 
District  of  Columbia.  (' 

r,    ,   a    in  and  for  the  District  of  Columbia. 

do  hereby  certify  that  on  the day  of   ,  A.  D.   19.  . .  ., 

j)er8(inally  appeared ,  personally  well  known  to  me   (or  proved 


370      CORPORATION  FORMS  AND  PRECEDENTS. 

by  the  oaths  of   credible  witnesses  to  be)    the  attorney  of    , 

named   in    the    foregoing   deed,    and    by   virtue    and    in    i)ursuance   of   tho 
authority   therein    conferred   uiion    liini   acknowledged   said    deed   to   be   the 

corporate  act  and  deed  of  said   

Given  under  my  hand  and  ollicial  seal  tli.s day  of  . . .  -. , 

A.  D.  19....       ' 


See  Code  Dist.  Col.   §  493. 

Form  290. 
FLORIDA— ACKNOWLEDGMENT. 

STATE  OF  FLORIDA,       | 

County  of i^^' 

On  this day  of ,  A.  D.  19 ,  before  me, , 

a   notary   public    in    and    for   the   county    and   state    aforesaid,    personally 

appeared ,  to  me  known,  and  known  to  me  to  be  the  president 

(or   other  officer)    of    ,   the   above-described   corporation,   and 

to  me  known  to  be  the  person  who  executed  the  foregoing  instrument  and 
acknowledged  the  execution  thereof  to  be  his  free  act  and  deed,  and  tho 

free   act   and   deed   of   the   said    ,  for  the   uses  and  purposes 

therein  mentioned. 

In    Witness-  Whereof,    I    have    hereunto    set    my    hand    and    affixed    my 
notarial   seal   the   day   and   year   in   this   certificate   first   above   written. 


Notary  Public. 


Form  291. 

GEORGIA— PROOF  BY  SUBSCRIBING  WITNESS  OUT  OF 

STATE. 

STATE  OF  NEW  YORK,      ) 

V  SS ' 

County  of  New  York.  ( 
Before  me,  Edwin  L.  Dunbar,  Commissioner  of  Deeds  of  the  State  of 
Georgia  in  and  for  the  State  of  New  York,  duly  appointed  by  the  governor 
of  the  State  of  Georgia,  and  a  Notary  Public  of  the  State  of  New  York  in 
and  for  the  County  of  New  York  and  residing  therein,  personally  came 
Bryon  D.  Mise  to  me  known  to  be  the  individual  of  that  name  whoso 
signature  is  affixed  to  the  foregoing  instrument  as  one  of  the  witnesses 
thereto,  who  being  sworuf  says  that  he  was  present  at  the  time  when  said 
instrument  was  executed  and  that  he  saw  N.  S.  Meldrum,  President  of  the 
Seaboard  Air  Line  Railway,  one  of  the  corporations  whose  name  is  thereto 
affixed  as  a  party  thereto  and  D.  C.  Porteous,  Secretary  of  said  Corporation, 
deliver  the  said  instrument,  that  Graham  Young  and  Edwin  L.  Dunbar, 
the  other  subscribing  witnesses  thereto  were  likewise  present  at  the  same 
time  and  witnessed  said  execution  of  said  instrument  and  that  he  and 
the  said  other  witnesses  then  and  there  did  sign  the  same  as  attesting 
Tvitnesses. 

Bryon  D.  Mise. 

I 


ACKNOWLEDGMENTS  AND  PROOFS.  371 

Subscribed  and  swprn  to  before  nie  this  6th  day  of  Jjniuar/,  1910. 
Witness  my  hand  and  official  seal. 

Edwin  L.  Dunbar. 

Conunissioner  of  Deeds  of  the  State  of  Georgia  in  and  fur  tlie  State 
of  New  York.     My  commission  expires  Dec.  31,  1913. 

Notary  Public  in  and  for  the  county  of  New  York  in  the  State  of 
Kew   York.      J\lv   commission   expires   March   20,   1910. 

Form  292. 

HAWAII— ACKNOWLEDGMENT 

TERRITORY  OF  HAWAII,    J 
Island    of    Oahu.  ( 

On  this day  of ,  19 ,  before  me  appeared  A. 

B.,  to  me  personally  known,  who  being  by  me  duly  sworn  (or  affirmed), 
did  say  that  he  is  the  president  (or  other  officer  or  agent  of  the  corporation 
or  association)  of  (describing  the  corporation  or  association)  and  that 
the  seal  affixed  to  said  instrument  is  the  corporate  seal  of  said  corporation 
(or  association),  and  that  said  instrument  was  signed  and  sealed  in  behalf 
of  said  corporation  (or  association)  by  authority  of  its  Board  of  Directors 
(or  trustees),  and  said  A.  B.  acknowledged  said  instrument  to  be  the  free 
act  and  deed  of  said  corporation   (or  association). 

(In  case  the  corporation  or  association  has  no  corporate  seal,  omit  iim 
words  "the  seal  affixed  to  said  instrument  is  the  corporate  seal  of  said 
corporation  (or  association),  and  that"  and  add,  at  the  end  of  the  affi- 
davit clause,  the  words,  "and  that  said  corporation  (or  association)  has 
no  corporate  seal.") 

(In  all  cases  add  signature  and  title  of  the  officer  taking  the  acknowledg- 
ment.) 

See  Laws  of  Hawaii,  1909,  Act  No.  69,  §  1. 

Form  293. 

IDAHO— ACKNOWLEDGMENT 

STATE  OF  IDAHO,  ) 
County  of ( 

On  this day  of ,  in  the  year   ,  before  me 

(here    insert   the   name    and    quality    of    the    officer),    personally    appeared 

,  known  to  me   (or  proved  to  mc  on  the  oath  of   ) 

to  be  the  president  (or  the  secretary)  of  the  corporation  that  executed  the 
within  instrument  and  acknowledged  to  me  that  such  corporation  executed 
the  same. 

See  Code  of  Idaho,  1901,  §  2428. 

Form  294. 
ILLINOIS— ACKNOWLEDGMENT. 

STATK  OF   ,    } 

County  of    y  ' 

T,    in    and    for    said    County,    in    the   State   aforesaid,   Do 

Hereby  Certify  that personally  known  to  me  to  be  the  


372      CORPORATION  FORMS  AND  PRECEDENTS. 

President  of  the   Corporation  and personally  known 

to  me  to  be  the   . Secretary  of  said  Corporation,  whose  names  are 

subscribed  to  the  foregoing  instrument,  appeared  before  me  this  day  in  per- 
son and  severally  acknowledged  that  as  such President  and 

Secretary,    they   signed   and    delivered   the   said   instrument    of  writing   as 

President   and    Secretary  of  said  Corporation, 

and  caused  the  Corporate  Seal  of  said  Corporation  to  be  affixed  thereto, 
pursuant  to  authority  given  by  the  Board  of  of  said  Cor- 
poration as  their  free  and  voluntary  act,  and  as  the  free  and  voluntary 
act  and  deed  of  said  Corporation,  for  the  uses  and  purposes  therein 
set   forth. 

Given   under   my   hand   and    seal   this    day   of 

,A.D.19.... 


Form  295. 
INDIANA— ACKNOWLEDGMENT. 

STATE  OF  INDIANA,      ] 
County  of (  " 

Be   it   remembered,   that   on   the    day   of    ,   A.   D. 

191..,   before   the   undersigned,   a   notary   public    in    and   for   said   county 

of and  said  state  of  Indiana,  personally  appeared , 

President   of   The    ....,   and   acknowledged   the   execution   of  the 

foregoing  instrument  on  behalf  of  said  company  as  the  voluntary  act  and 
deed  of  said  company  for  the  uses  and  purposes  therein  set  forth. 

In  Witness  Wliereof,  I  have  hereunto  set  my  hand  and  oflBcial  seal  the 
day  and  year  aforesaid. 


Notary  Public. 

Form  296. 
IOWA— ACKNOWLEDGMENT. 

STATE  OF ,) 

County  of ( 

On  this day  of  ,  A.  D ,  before  me  ap- 
peared A.  B.,  to  me  personally  known,  who  being  by  me  duly  sworn  (or 
affirmed)  did  say  that  he  is  the  president  (or  other  officer  or  agent  of  the 
corporation  or  association)  of  (describing  the  corporation  or  association)  ; 
and  that  the  seal  affixed  to  said  instrument  is  the  corporate  seal  of  said 
corporation  (or  association)  and  that  said  instrument  was  signed  and 
sealed  in  behalf  of  said  corporation  (or  association)  by  authority  of  its 
Board  of  Directors  (or  trustees)  and  said  A.  B.  acknowledged  said  instru- 
ment to  be  the  voluntary  act  and  deed  of  said  corporation  (or  association.) 


Notary   Public    in  and   for   said   county. 

See  Iowa  Code  §   2959. 

Iowa  has  adopted  the  form  of  cori)orato  acknowledgment  recommended 
by  the  Commissioners  for  promoting  uniformity  of  legislation  in  the 
severaJ  states.     See  Form  336,  post. 


ACKNOWLEDGMENTS  AND  PROOFS.  373 

Form  297. 

KANSAS— ACKNOWLEDGMENT  WITHOUT  THE 
STATE. 

UNITED  STATES  OF  AMKHU'A,! 

State  of  New  York,  Iss: 

County  of  New  York.  J 

On  this day  of ,  A.  D.  One  tbousand  nine  hun- 
dred   and    ,    before    mo,    a    Notary    I'ublic    in    and    for    New    York 

County,   State    of    New    York,    duly    commissioned    and    acting,    personally 

appeared    ...,    Vice-president    of    the    Company, 

to  me  personally  known  and  known  to  me  to  be  such  Vice-President,  and 
the  same  person  who  executed  the  foregoing  indenture,  who,  being  by  me 
duly  sworn  according  to  law,  did  say  that  he  is  the  Vice-President  of  The 

Company;  and  that  the  seal  affixed  to  the  said  instrument 

is  the  corporate  seal  of  said  The Company;  and  that  said  instru- 
ment was  signed  and  sealed  in  behalf  of  said  corporation  by  authority  of 
its  Board  of  Directors,  and  by  him  delivered  as  and  for  its  act  and  deed. 
And  he  did  further  acknowledge  said  instrument  to  be  the  free  act  and 
deed  of  said  corporation,  and  that  he  had  executed  the  same  as  and  for 

the    said    The    Company    for    the    consideration    and    purposes 

therein  mentioned  and  set  forth,  and  I  do  hereby  so  certify. 

My  commission  expires ,  19.  . .  . 

In   Testimony   Whereof,   I   have   hereunto   set   my   hand   and   affixed   my 
official  seal  the  dav  and  year  above  written. 


[Seal]  Notary  Public,  New  York  County. 

Form  298. 
KENTUCKY— ACKNOWLEDGMENT. 

STATE    OF   KENTUCKY,   ] 

County    of    ^ 

Personally  appeared  before  nie ,  a  notary  public   in  and 

for  the  county  and  state  aforesaid ,  President  of  The 

Company,    a    corporation    duly    organized    and    incorporated    and    existing 

under  and  by  virtue  of  the  laws  of 'the  state  of ,  and' , 

Secretary  of  said  Corporation,  personally  known  to  me,  and  personally 
known  to  nie  to  be  such  officers  and  to  be  the  same  persons,  who  executed,  as 
such  officers  respectively,  the  within  and  foregoing  instrument  of  writing 
and  such  persons  duly  acknowledged  the  execution  of  the  same  to  be  the 
act  and  deed  of  said  corporation. 

Subscribed  to  in  my  presence  this day  of   A.  D. 

191.. 


Notary  Public. 


374       CORPORATION  FORIMS  AND  PRECEDENTS. 

Form  299. 

LOUISIANA— ACKNOWLEDGMENT  OUT  OF  STATE. 

STATE    OF    ^ 

County  of Ass: 

City  of    J 

On  this day  of   ,  A.  D.   19 ,  before  me,  tLc 

subscriber    hereof,    a    Notary    Public,    duly    appointed    to   take   proof    and 

ackno-n-ledgment    of    deeds    and    other    instruments,    came     , 

President  and ,  Secretary  of  the Company,  to 

me  personally  known  to  be  the  individuals  described  in  and  who  executed  the 
preceding  instrument  and  they  each  duly  acknowledged  to  me  the  execution 
of  the  same,  and  being  by  me,  each  duly  sworn,  severally  and  each  for  him- 
self deposeth  and  sayeth  that  they  are  the  said  officers  of  the 

Company,  aforesaid,  and  that  the  seal  affixed  to  the  preceding  instrument 

is  the  corporate  seal  of  the  said Company,  and  that  the  said 

seal  and  their  signatures  as  such  officers  are  duly  affixed  and  subscribed 
to  the  said  instrument  by  authority  and  direction  of  the  said  corporation. 

In   Testimony  "Whereof,   I  hereunto  set  my  hand  and  affix  my  official 

seal  at  the  City  of ,  in  the  County  of ,  and  State 

of ,  the  day  and  year  first  above  written. 


Notary  Public. 

Form  300. 
MAINE— ACKNOWLEDGMENT    OUT    OF   STATE. 

STATE  OF  NEW  YORK,   ] 
County  of  New  York.  f 

I     ,   a   Notary  Public  in   and   for   the  County  and  State 

aforesaid,   do   hereby  certify  that  on  the    day  of    , 

A.  D.  19 .... , ,  personally  known  to  me  to  be  the 

President    of    The    Company,    a    corporation    organized    and 

existing  under  the  laws  of  the  State  of ,  and   , 

personally  known  to  me  to  be  the Secretary  of  said  Company, 

whose  names  are  subscribed  to  the  foregoing  instrument,  appeared  before 
me   on  the   day  last   aforesaid   in  person   and  severally   acknowledged  that 

as  such President  and Secretary  they  respectively 

signed  and  sealed  the  said  instrument  of  writing  as President 

jjnd    Secretary   of   said   Company,   and  caused  the  corporate 

seal  of  said  Company  to  be  affixed  thereto,  pursuant  to  authority  given  by 
the  Board  of  Directors  of  said  Company,  as  their  free  and  voluntary  act, 
and  as  the  free  and  voluntary  act  and  deed  of  said  Company,  for  the  uses 

and  purposes  therein  set  forth,  and  that  said as 

President  of  said  The    Company,  and  said   as 

Secretary  thereof,  acknowledged  the  foregoing  instrument  to 

be  the  free  and  voluntary  act  and  deed,  of  said  The Company. 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  affixed  my  official 

seal  this day  of ,  19 


Notary  Public. 


'ACKNOWLEDGMENTS  AND  PROOFS.  375 

Form  301. 
MARYLAND— ACKNOWLEDGMENT  OUT  OF  STATE. 

STATK   OF   l'Ei\NSVLVAMA,| 
County    of    Philadelphia.         ( 

1    hereby    certify    that    on    this    day   of    ,   A.    D. 

19.  . .  .,  before  me,  the  subscriber,  a  Notary  Public  in  and  for  the  County  of 
Philadelphia  in  the  State  of  I'ennsylvania,  duly  authorized  by  law  to  tak^ 
acknowledgments   in   the   County   of   i'liiladelphia,    State   of   Pennsylvania, 

personally  appeared   ,  personally  known  to  ine,  and  personally 

known  to  rae  to  be  the  President  of  the Company,  a 

corporation,  which  executed  the  foregoing  instrument,  and  the  said 

acknowledged  the  said   foregoing   deed  to   the   corporate   act   and   deed   of 

said Company,  a corporation,  and  acknowledged 

that  he  executed  and  delivered  said  deed  on  behalf  of  the  said 

Company  as  his  free  and  voluntary  act  and  that  said  corporation  also 
executed  said  instrument  as  its  free  and  voluntary  act  for  the  uses  and 
purposes  therein  set  forth. 

In  Testimony  Whereof,  1  have  hereunto  affixed  my  signature  and  official 
seal  this day  of   ,  A.  D.  191 


Notary  Public. 

[A  corporation  may  acknowledge  any  instrument  required  by  law  to  be 
acknowledged  by  its  attorney  appointed  under  its  seal,  and  such  appoint- 
ment may  be  embodied  in  the  deed,  or  such  instrument  may  be  acknowl- 
edged by  the  president  or  any  vice-president  of  such  corporation  without 
such  appointment.  (Md.  Laws  1908,  p.  54,  §  74.)  The  appointment  of  the 
attorney  should  be  as  follows: 

"And   this   deed   further   witnesseth:    That   the   said    does 

hereby  appoint   to  be  its  attorney  for  it  and  in  its  name, 

and  as  and  for  its  corporate  act  and  deed  to  acknowledge  this  deed  before 
any  person  having  authority  by  the  laws  of  the  state  of  Maryland  to  take 
such  acknowledgment  to  the  intent  that  the  same  may  be  recorded."  The 
form  of  acknowledgment  by  attorney  should  be  as  follows: 

STATE  OF  

County  of   

I  hereby  certify,  that  on  this day  of ,  19.  . . . 

before  me  the  subscriber  (here  insert  title  of  officer)^  in  and  for , 

personally   appeared    ,   the   attorney   named    in   the   foregoing 

deed  and  by  virtue  and  in  pursuance  of  the  authority  therein  conferred 
upon  him  acknowledged  said  deed  to  be  the  corporate  act  and  deed  of 
said   

] 

See  also  Pub.  Gen.  Laws  Md.,  1894,  Art.  21,  §§  1-5. 

Form  302. 
MASSACHUSETTS— ACKNOWLEDGMENT. 

(Caption  specifying  the  state  and  place  where  the  acknowledgment  is  taken.) 

On   this    day   of    ,    19...'.-,  before   me   appeared 

,  to  me  personally  known, who,  being  by  jne  duly  sworn  (or 


376   CORPORATION  FORMS  AND  PRECEDENTS. 

affirmed)  did  say  that  he  is  the  president  (or  other  officer  or  agent  of  the 
corporation  or  association),  of  (describing  the  corporation  or  association) 
and  that  the  seal  affixed  to  said  instrument  is  the  corporate  seal  of  said 
corporation  (or  association)  and  that  said  instrument  was  signed  and  sealed 
in  behalf  of  said  corporation  (or  association)  by  authority  of  its  board 
of  directors  (or  trustees)  and  said acknowledged  said  instru- 
ment to  be  the  free  act  and  deed  of  said  corporation   (or  association). 

[If  the  corporation  or  association  has  no  corporate  seal,  the  words  "the 
seal  affixed  to  said  instrument  is  the  corporate  seal  of  said  corporation 
(or  association)  and  that"  shall  be  omitted,  and  at  the  end  of  the  affidavit 
shall  be  added  the  words  "and  that  said  corporation  (or  association)  has  no 
eorporaie  seal."]  Signature  and  office  of  the  officer  taking  the  acknowledg- 
ment. 

Mass.  Eev.  L.  Ch.  127,  §  18,  amended  Apr.  11,  1902.  See  also,  §§  8,  19, 
20,   22. 

(Massachusetts  has  adopted  the  form  of  corporate  acknowledgment  rec- 
ommended by  the  commissioners  for  promoting  uniformity  of  legislation  in 
the  several  states.     See  Form  336,  post.) 

Form  303. 
MICHIGAN— ACKNOWLEDGMENT    OUT    OF   STATE. 

COMMONWEALTH   OF   PENNSYLVANIA,    ) 

ss ' 
County  of  Philadelphia.  ^ 

On  this    day  of    ,  in  the  year  19 ,  before  me 

personally   came    ,   to   me   personally   known,  who,  being  by  me 

duly  sworn,  did  depose  and  say  that  he  resides  in  the  City  of  Philadelphia, 
in  the  Commonwealth  of  Pennsylvania;  that  he  is  the  vice-president  of  The 

Company,   one   of   the   corporations   described   in   and   which 

executed  the  above  instrument;  that  he  knows  the  seal  of  said  corporation; 
that  the  seal  affixed  to  said  instrument  is  such  corporate  seal;  that  said 
instrument  was  signed  and  sealed  in  behalf  of  said  corporation  by  ordei 
of  its  board  of  directors,  and  that  he  signed  his  name  thereto  by  like  order; 

and  said    acknowledged   said   instrument  to  be  the   free   act 

and  deed  of  said  corporation. 

In  "Witness  Whereof  I  have  hereunto  set  my  hand  and  affixed  my  official 
seal  the  day  and  year  aforesaid. 

My   commission   expires   on   the    day   of ,   19.... 


[Seal]  Notary  Public,  County  of  Philadelphia,  Pennsylvania. 

The  Uniform   Acknowledgment  Act  has  been  adopted  in  ^Michigan.     See 
Comp.  Laws  Mich.,  1897,  §  9020.     See  also  Forms  No.  304  and  336,  post. 

Form  304. 

MINNESOTA— ACKNOWLEDGMENT. 

STATE  OF  ,} 

County  of   ^   • 

On  this day  of 19 .... ,  before  me  appeared  A.  B., 

to  me  personally  known,  who  being  by  me  duly  sworn  (or  affirmed),  did 
say  that  he  is  the  president  (or  other  officer  or  agent)  of  (name  of  tha 
corporation  or  association),  that  the  seal  affixed  to  the  foregoing  instru- 


ACKiXOWLEDGMENTS  AND  PROOFH.  377 

ment  Is  the  corporate  seal  of  said  corporation  (or  association),  (or,  if  it 
have  no  seal,  "that  said  corporation  or  association  has  no  corporate  seal"), 
and  that  said  instrument  was  executed  in  behalf  of  said  corporation  (or 
association)  by  authority  of  its  board  of  directors  (or  trustees)  ;  and  said 
A.  B.  acknowledged  said  instrument  to  be  the  free  act  and  deed  of  said 
corporation   (or  association). 

(See  Rev.  T>aw3  Minn.  1905,  §  -684.  Minnesota  has  miopted  the  form  of 
corporate  acknowledgment  recommended  by  the  commissioners  for  jiromot- 
ing  uniformity  of  legislation   in   the  several  states.     See  Form  336,  post.) 

Form  304a. 

MISSISSIPPI— ACKNOWLEDGMENT 

STATE    OF    ,] 

County  of    ( 

Personally    appeareil    before    nie,    ,    a    notary 

public  in  and  for  the  County  and  State  aforesaid,    , 

who   is  personally  known  to  me,   and  who  acknowledged  that   he,   the  said 

,  as  president  of  and  for  and  on   behalf, 

and  by  authority  of  ,  a  corporation  organized  and 

existing  under  the  laws  of  the  State  of .,  signed  the  above 

and  foregoing  instrument  and  affixed  the  corporate  seal  of  said  company 
thereto  and  delivered  said  instrument  on  the  day  and  year  therein  men- 
tioned.     Given    under   my   hand    and   seal    of   office   this    day   of 

A.  D.  191.... 


Notary  Public. 


Form  305. 


MISSOURI— ACKNOWLEDGMENT  WITHOUT   THE 

STATE. 

UNITED    STATES    OF    AMERICA,^ 

State  of  New  York,  Iss: 

County  of  New  York. 

Before   me,    the    undersigned    authority,    personally    came    and    appeared 

,  to  me  personally  known,  who  being  by  me  duly  sworn,  did  say 

that  he  is  the  Vice-President  of  The Company,  a  corporation, 

and  that  the  seal  affixed  to  the  foregoing  instrument  is  the  corporate  seal 
of  said  corporation,  and  that  said  instrument  was  signed  and  sealed  in 
behalf  of  said  corporation  by  authority  of  its  Board  of  Directors  and 
acknowledged  to  me  in  the  presence  of  the  two  subscribing  legal  witnesses, 

that  he  is  Vice-President  of  said  The Company  and  that  ho 

signed  in  the  name  of  said  Company  and  as  such  Vice-President  the  above 
and  foregoing  as  the  voluntary  act  and  deed  of  said  corporation  and  as 
his  free  voluntary  act  and  deed  as  Vice-President  thereof  and  for  the 
uses  and  purposes  therein  set  forth. 

My  commission  will  expire   ,  19.... 


378      CORPORATION  FORMS  AND  PRECEDENTS. 

In  Faith  Whereof,  I    have  hereunto  set  my  hand  and  seal  of  office  this 

day  of    ,   19.  .  .  .,  at  New  York  City,  in  New  York 

County,   New   York. 

[Seal]  .  

Notary  Public  within  and  for  New  York  County. 

(Missouri  nas  adopted  the  form  of  corporate  acknowledgment  recom- 
mended by  the  commissioners  for  promoting  uniformity  of  legislation  in 
the  several  states.     See  Form  330,  and  notes  to  Form  3U6,  yost.) 

Form  306. 
MISSOURI— ACKNOWLEDGMENT  OF  MORTGAGE. 

UNITED    STATES    OF   AMEEICA,] 

State  of  Missouri,  Lss: 

City  of  St.  Louis.  J 

On  this  27th  day  of  August,  in  the  year  1907  before  me,  the  under- 
signed authority,  a  notary  public  within  and  for  the  City  and  State  afore- 
said, personally  came  and  appeared  Eobert  Mather  and  F.  H.  Hamilton, 
with  whom  I  am  personally  acquainted,  to  me  well  and  personally  known 
to  be  respectively  the  Vice-President  and  the  Secretary  of  St.  .Louis  and 
San  Francisco  Eailroad  Company,  and  to  be  the  identical  persons  who 
executed  and  signed  the  within  and  foregoing  instrument  and  document 
before  me  and  in  the  presence  of  the  two  subscribing  legal  witnesses,  and 
they,  being  by  me  duly  sworn,  (Jid  depose  and  upon  oath  acknowledge  and 
say  that  he,  the  said  Eobert  Mather,  resided  in  New  York  City,  N.  Y.,  and 
that  he  the  said  F.  H.  Hamilton  resided  in  St.  Louis,  Missouri;  that  he 
the  said  Eobert  Mather,  is  the  Vice-President  and  that  he  the  said  F.  H. 
Hamilton,  is  the  Secretary  of  said  Eailroad  Company,  the  within  named 
bargainor,  a  corporation  and  the  corporation  described  in  and  which  exe- 
cuted the  above  instrument;  that  they  knew  the  seal  of  said  corporation; 
that  the  seal  affixed  to  said  foregoing  instrument  was  such  corporate  seal 
of  said  corporation;  that  said  instrument  was  signed  and  sealed  in  behalf 
of  said  corporation  and  said  seal  was  so  affixed  by  order  and  authority 
of  the  board  of  directors  ef  said  corporation  and  that  each  of  them  signed 
his  name  thereto  by  like  order;  and  they  severally  acknowledged  to  me 
in  the  presence  of  said  witnesses  that  each  of  them  had  in  their  said 
official  capacities,  as  such  Vice-President  and  Secretary,  respectively,  being 
authorized  so  to  do,  executed  and  signed  the  above  and  foregoing  deed 
and  instrument  as  his  voluntary  act  and  deed  and  as  the  voluntary  act 
and  deed  of  said  Eailroad  Company,  by  signing  the  name  of  the  corpora- 
tion by  themselves  as  Vice-President  and  Secretary  respectively,  and 
acknowledged  said  instrument  to  be  the  free  act  and  deed  of  said  corpora- 
tion for  the  consideration,  uses  and  purposes  therein  contained,  mentioned 
and  set   forth. 

In  Faith  and  Witness  Whereof,  I  have  cuusod  said  appearers  and  wit- 
nesses to  sign  this  acknowledgment.. and  have  hereunto  set  my  baud  and 


ss: 


.        ACKNOWLEDGMENTS  AND  PROOFS.  379 

affixed  my  ollicial  se:ii  of  ofliee  the  day  and  year  afurcsaid  at  my  ollice  in 
!St.  Louis,  Missouri. 

My  term  and  coiiiiiiissioii  expire  September  30,  1910. 

Harry  F.  Kendall, 

[Notarial  Seal]  Notary  I'uhlic,  City  of  St.  Louis,  Missouri. 

Appearers: 

Kobert  Mather, 

F.   n.    Ilamiltun. 
Attesting  Witnesses: 

W.  F.  Evans, 

Robert  Walker. 

The  certificate  of  acknowledgment  shall  state  the  act  of  acknowledgment, 
and  that  the  person  making  the  same  was  personally  known  to  at  least 
one  judge  of  the  court,  or  to  the  officer  granting  the  certificate,  to  be  the 
person  whose  name  is  subscribed  to  the  instrument  as  a  party  thereto,  or 
was  proved  to  be  such  by  at  least  two  witnesses  whose  names  and  places 
of  residence  shall  be  inserted  in  the  certificate;  and  the  statutory  forms 
of  acknowledgment  may  be  used  in  the  case  of  conveyances  or  other 
written  instnimonts  affecting  real  estate;  and  any  acknowle<lgment  so 
taken  and  certified  sliall  be  sufficient  to  satisfy  all  requirements  of  law- 
relating  to  the  execution  or  recording  of  such  instruments: 

Thcgstatute  provides  for  the  following  form  of  acknowledgment  in  the 
case  of  corporations  or  joint  stock  associations: 

STATE    OF    ,] 

County  of f ' 

On  this day  of ,  19 ...  .  appeared , 

to  me  personally  known,  who,  being  by  me  duly  sworn  (or  affirmed),  did 
say  that  he  is  the  president  (or  other  officer  or  agent  of  the  corporation 
or  association)  of  (describing  the  corporation  or  association),  and  that 
the  seal  affixed  to  the  foregoing  instrument  is  the  corporate  seal  of  saiil 
corporation  (or  association)  and  that  said  instrument  was  signed  and 
sealed   in   behalf   of  said   corporation    (or  association)    by  authority  of  its 

board  of  directors   (or  trustees)   and  said    acknowledged 

said  instrument  to  be  the  free  act  and  deed  of  said  corjioration  (or  associ- 
ation). 

In  case  the  corporation  or  association  has  no  corj)orate  seal,  omit  the 
words  "the  seal  affixed  to  sai<l  instrument  is  the  corporate  seal  of  said 
corporation  (or  association),  and  that"  and  add  at  the  end  of  the  affidavit 
clause  the  words  "and  that  said  corporation  (or  association)  has  no  cor- 
jiorate  seal."  In  all  cases  add  signature  and  title  of  the  officer  taking  the 
acknowle<lgment. 

R.  S.  Mo.   1909,   §  :^799. 

Form  307. 
MONTANA— ACKNOWLEDGMENT. 

STATE  OF j 

County  of   ^^  • 

On  this   day  of   in  the  year   before  me 

(here    insert    the    name    and    quality    of   the    officer)    personally    appeared 

,  known  to  me  (or  proved  to  me  on  the  oath  of ) 

to  be  the  president  (or  secretary)  of  the  corporation  that  executed  the 
within  instrument,  and  acknowledged  to  me  that  such  corjioration  executed 
the  same. 


(Civil  Code  Montana,  1895,  §  1610.) 


380      CORPORATION  FORMS  AND  PRECEDENTS.. 

Form  308. 
NEBRASKA— ACKNOWLEDGMENT. 


STATE  OF I 

County  of  ( 

On  this day  of ,  A.  D.  191.  .,  before  me  a , 

duly  commissioned  and  qualified  in  aud  for  said  county  and  state,  per- 
sonally came  the  above  named ,  president,  and   , 

secretary  of  The   Company,  who  are  personally  known  to  me 

to  be  the  identical  persons  whose  names  are  affixed  to  the  above  deed  as 
president  and  secretary  of  said  corporation,  and  they  acknowledged  the 
said  instrument  to  be  'their  free  and  voluntary  act  and  deed  and  the  free 
and  voluntary  act  and  deed  of  said  corporation. 

Witness  my  hand  and  oflScial  seal  at ,  in  said  county  and 

state,  the  date  aforesaid. 


(Official  title.) 

Form  309. 
NEVADA— ACKNOWLEDGMENT.  * 

STATE   OF   NEVADA,       | 

County    of    ^ 

On  this   day  of   ,  A.  D.  191.  .,    

personally  appeared  before  me, ,  a  notary  public  in  and  for 

said County, ,  known  to  me  to  be  the  (presi- 
dent, vice  president  or  secretary)  of  the  corporation  that  executed  the  fore- 
going instrument,  and  upon  oath,  did  depose  that  he  is  the  officer  of  said 
corporation  as  above  designated;  that  he  is  acquainted  with  the  seal  of 
said  corporation  and  that  the  seal  affixed  to  said  instrument  is  the  corporaie 
seal  of  said  corporation;  that  the  signatures  to  said  instrument  were  made 
by  officers  of  said  corporation  as  indicated  after  said  signatures;  and  that 
the  said  corporation  executed  the  said  instrument  freely  and  voluntarily 
and  for  the  uses  and  purposes  therein  mentioned. 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  affixed  my  Official 

Seal  at  my  office  in  the  County  of   ,  the  day  and  year  in  this 

Certificate  first  above  written. 


Notary  Public  in  and  for  the  County  of 
,  State  of  Nevada. 


Form  310. 
NEW  HAMPSHIRE— ACKNOWLEDGMENT. 

STATE    OF    ,  ] 

County  of    ( 

On  the .   day  of ,  A.  D.  191.  .,  The 

(Company,  by   its    and  agent  for  this  purpose  duly 

authorized,    appeared   and   acknowledged   the   foregoing   instrument,   by   it 
signed,  to  be  its  free  act  and  deed.  ^ 


ACKNOWLEDGMENTS  AND  PROOFS.  S81 

Before   me    ,    ;i    notary    i)uhli(',    in    and    for   the   county 

iind  state  aforesaid. 


Motary   Public. 


Form  311. 


NEW    JERSEY— ACKNOWLEDGMENT    OUT    OF    STATE. 

STATE    OB     NEW    YOKKJ 


County  of  New  York.  ' 

Be  It  Remembered,  that  on  the day  of  November,  19.  . .  .,  in 

th«»  County  and  State  aforesaid,  before  me,  the  subscriber,  a  Commissioner 
of  Deeds  for  the  State  of  New  Jersey  in  the  State  of  New  York  duly  au- 
thorized, commissioned  and  qualified  to  take  acknowledgments  of  deeds 
and  other  instruments  to  be  recorded  in  the  State  of  New  Jersey,  per- 
sonally appeared ,  to  me  known,  who  being  by  me  duly  sworn 

according  to  law  on  his  oath,  doth  depose  and  say:  That  he  is  the  Secre- 
tary and  is  acquainted  with  the  seal  of  the  corporation,  the  grantor  and 
mortgagor  in  the  foregoing  indenture  of  mortgage  named;   that  the  seal 

aflfixed  to  the  said  indenture  is  the  corporate  seal  of  the  said  The 

Company ;   that  it  was  so  affixed  by  order  of  the  said  The 

Company ;  that is  the  President  of  the  said  The 

Company;  that  he  saw  the  said as  such  President  sign  the  said 

indenture  of  mortgage,  and  heard  him   declare  that  he  signed,  sealed  and 

delivered  the  same  as  the  voluntary  act  and  deed  of  the  said  The 

Company,  by  their  order;  and  that  this  deponent  signed  his  name  thereto, 
at  the  same  time,  as  a  subscribing  witness. 


Subscribed  and  sworn  before  me,  the  day  and  year  above  written. 
Given  under  my  hand  and  seal  officially  on  the  day  and  year  and  at  th<> 
place   above   written. 


[Seal]  Commissioner  of  Deeds  for   New  Jersey 

in  the  State  of  New  York. 


Form  312. 
NEW   MEXICO— ACKNOWLEDGMENT. 

STATE  OF  NEW  MEXICO,) 

County  of   ( 

On  this day  of ,  A.  D.  191.  .,  before  me 


a   Notary   Public   in  and   for  said  county  and  state  personally  appeared 

,   to   me   personally   known,   who   being  by  me   duly   sworn 

deposed  and  said  that  he   is  president  of  the    Company, 

the  corporation  aforesaid,  and  that  the  seal  affixed  to  the  above  and  fore- 
going instrument  is  the  corporate  seal  of  said  corporation  and  that  said 
instrument  was  signed  and  sealed  in  behalf  of  said  corporation  by  authority 

of  its  board  of  directors,  and  said   acknowledged  said 

instrument  to  be  the  free  act  and  deed  of  said  corporation. 


382      CORPORATION  FORMS  AND  PRECEDENTS. 

In  Witness  Whereof,   I   have  hereunto  subscribed  my  name  and  aflSxed 
my  official  seal,  the  day  and  year  first  above  written  in  this  certificate. 


iS'otary  Public. 
New  Mexico  has  adopted  the  form  of  corporate  acknowledgment  recom- 
mended  by   the   commissioners   for   promoting   uniformity   of   legislation   in 
the  several  states.     See  Form  336,  post. 

Form  313. 
NEW    YORK— ACKNOWLEDGMENT. 

STATE     OF    NEW    YORK,] 
County   of    

On  the day  of  .  /. ,  in  the  year ,  before 

me  personally  came to  me  known,  who,  being  by  me  duly  sworn, 

did  depose  and  say  that  he  resides  in ;  that  he  is  the  (presi- 
dent or  other  officer)  of  the  (name  of  corporation)  the  corporation  de- 
scribed in  and  which  executed  the  above  instrument;  that  he  knows  the 
seal  of  said  corporation;  that  the  seal  affixed  to  said  instrument  is  such 
corporate  seal;  that  it  was  so  affixed  by  order  of  the  board  of  directors 
of  said  corporation,  and  that  he  signed  his  name  thereto  -by  like  order. 
(Signature  and  seal  of  officer  taking  acknowledgment.) 

(The  acknowledgment  of  a  conveyance  or  other  instrument  by  a  cor- 
poration must  be  made  by  some  officer  thereof  authorized  to  execute  the 
same  by  the  board  of  directors  of  said  corporation.  If  such  corporation 
have  no  seal,  that  fact  must  be  stated  in  place  of  the  statements  required 
respecting  the  seal.  Consol.  Laws  N.  Y.  1909,  Vol.  4,  Eeal  Property  Law, 
§  309.) 

See  Form  337,  post. 

Form  314. 

NEW  YORK— ACKNOWLEDGMENT  OF  CORPORATION 
MORTGAGE. 

STATE  OF  NEW  YOEK,       ) 

ss ' 
City  and  County  of  New  York.    ( 

Be  It  Remembered,  that  on  the day  of ,  A  D.  19 .... , 

before  me,  the  subscriber,  a  notary  public  in  and  for  said  county  and  state 

aforesaid,   personally  appeared    and   ,  to  me  known, 

who  being  by  me  severally  duly  sworn  according  to  law,  on  their  respective 

oaths,   did  depose  and  say,  he,  the  said    ,  that  he  resided  in  the 

City  of  New  York,  in  the  State  of  New  York,  that  he  is  the  President 

of   ,  one  of  the  corporations  described  in  and  which  executed 

the  foregoing  instrument,  that  he  knew  the  corporate  seal  of  said  corpora- 
tion, that  the  seal  affixed  to  said  instrument  was  such  corporate  seal,  that 
it  was  affixed  thereto  by  order  of  the  Board  of  Directors  of  said  corporation, 

and  that  he  signed  his  name  thereto  by  like  order;  and  he,  the  said , 

that  he  resided  in  the  City  of  New  York,  in  the  State  of  New  York,  that  he 

is  the  Secretary  of  the ,  one  of  the  corporations  described  in 

and  which  executed  the  foregoing  instrument;  that  he  knew  the  seal  of 
said  corporation,  that  the  seal  affixed  to  said  instrument  was  such  corporate 
seal,  that  it  was  so  affixed  by  order  of  the  Board  of  Directors  of  said  cor- 


ACKNOWLEDGMENTS  AND  PROOFS.  383 

poration,  that   .• is  the  President  of  said  corporation,  that  he  saw- 
said    ,  as  President,  sign  the  above   instrument,  and  heard  him 

declare  that  he  si|,med,  sealed,  and  delivered  the  same  as  the  voluntary  act 

and  deed  of  tlie  said ,  by  order  of  the  Board  of  Directors  of  said 

corporation,  and  that  said  deponent  signed  his  name  thereto  at  the  same 
time  as  a  subscribing  witness  in  attestation  thereof  by  like  order. 


In  Witness  Whereof,  the  said  and have  sub- 
scribed and  sworn  to  the  foregoing  oaths  before  me,  and  I  have  hereunto 
set   my    hand   and   affixed   my   official    seal    the    day   and   year    last   above 


written. 


[NoTARiAi,  Seal]  Notary  Public,  New  York  County. 

Form  315. 
NORTH   CAROLINA— ACKNOWLEDGMENT. 

The  statute  provides  that  if  the  deed  or  other  instrument  is  executed  by 
the  president,  presiding  member  or  trustee  of  the  corporation,  and  sealed 
with  its  common  seal,  and  attested  by  its  secretary  or  assistant  secretary, 
either  of  the  following  forms  of  proof  and  certificate  thereof  shall  be 
deemed  sufficient: 

1. 

STATE  OF    NOETH   CAROLINA, | 

County  of     C 

This day  of ,  A.  D ,  personally  came 

before  me  (here  give  name  and  official  title  of  the  officer  who  signs  the 
certificate).  A.  B,  (here  give  the  name  of  the  attesting  secretary  or 
assistant  secretary)  who,  being  by  me  duly  sworn,  says  that  he  knows  the 
common  seal  of  (here  give  the  name  of  the  corporation),  and  is  acquainted 
with  C.  D.,  who  is  the  president  of  said  corporation,  and  that  he,  the  said 
A.  B.,  is  the  Secretary  (or  assistant  secretary)  of  the  said  corporation, 
and  saw  the  said  president  sign  the  foregoing  (or  annexed)  instrument, 
and  saw  the  said  common  seal  of  said  corporation  affixed  to  said  instru- 
ment by  said  president  (or  that  he,  the  said  A.  B.,  secretary  or  assistant 
secretary  as  aforesaid,  affixed  said  seal  to  said  instrument),  and  that  he, 
the  said  A.  B.,  signed  his  name  in  attestation  of  the  execution  of  said  in- 
strument), in  the  presence  of  said  president  of  said  corporation.  Witness 
my  hand  and  (when  an  official  seal  is  required  by  law)  official  seal,  this 
the   day  of   • (year). 


[Officiai,  Se.vi.]  (Signature  of  officer.) 

o 

STATE    OF    NORTH    CAROLINA. | 

County    of    (  ^^• 

This  is  to  certify  that  on  the    day  of   19.  . .  . 

before  me  personally  came   (president,  vice  president,  secre- 
tary or  assistant  secretary,  as  the  case  may  be),  with  whom  I  am  per- 


384      CORPORATION  FORMS  AND  PRECEDENTS. 

sonallv  acquainted,  who,  being  by  me  duly  sworn,  says  that   

is  the  president   (or  vice  president),  and   is  the  secretary   (or 

assistant   secretary)    of   the    ,   the   corporation 

described  in,  and  which  executed  the  foregoing  instrument,  that  he  knows 
the  common  seal  of  said  corporation;  that  the  seal  affixed  to  the  foregoing 
instrument  is  said  common  seal,  and  the  name  of  the  corporation  was 
subscribed  thereto  by  the  said  president  (or  vice  president),  and  the  said 
president  (or  vice  president)  and  secretary  (or  assistant  secretary)  sub- 
scribed their  names  thereto,  and  said  common  seal  was  affixed,  all  by 
order  of  the  board  of  directors,  of  said  corporation,  and  that  the  said 
instrument  is  the  act  and  deed  of  said  corporation. 

"Witness  my  hand  and   (when  an  official  seal  is  required  by  law)   official 
seal,  this  the day  of   (year). 


[Official  Seal]  (Signature  of  officer.) 

Form  316. 
NORTH  DAKOTA— ACKNOWLEDGMENT. 

STATE  OF 


County  of  '' 

On   this    day  of    ,   in   the  year 

before  me    (here   insert   the   name   and  quality  of   the   officer),  personally 

appeared    ,   known  to   me    (or  proved  to  me  on  the   oath  of 

)  to  be  the  president   (or  the  secretary)   of  the  corporation  that 

is  described  in  and  that  executed  the  within  instrument  and  acknowledged 
to  me  that  such  corporation  executed  the  same. 


Civil  Code  N.  Dak.,  1905,  §  5022. 

Form  317. 
OHIO— ACKNOWLEDGMENT. 

STATE    OF    OHIO, 


County    of  *" 

Be  It  Remembered,  That  on  the   day  of   ,  in  the 

year  of  our  Lord  One  Thousand  Nine  Hundred  and ,  before  me, 

the  subscriber,  a  Notary  Public  within  and  for  said  County  and  State,  per- 
sonally came ,  who  is  the  President  of  said  The 

Company,  and  acknowledged  that  the  name  of  said  Company  was  sub- 
scribed to  the  foregoing  indenture  by  himself  as  the  President  thereof, 
and  that  the  seal  affixed  thereto  is  the  seal  of  said  Company  and  that  said 
name  was  subscribed  and  said  seal  attached  to  the  foregoing  indenture 
by  the  direction   and  authority  of  said  Company  and  that  the   foregoing 

indenture  is  the  free  act  and  deed  of  said  The    Company, 

for   the   uses   and  purposes  therein   mentioned. 

In  "Witness  Whereof,  I  have  hereunto  subscribed  my  name  and  affixed  my 
official  seal  on  the  day  and  year  aforesaid. 

Notary  Public 


ACKNOWLEDGMENTS  AND  PItOOFS.  385 

Form  318. 

OHIO— ACKNOWLEDGMENT  OUT  OF  STATE. 

STATE    OF    NEW    YOKKj 
New  York  City  and  County.  I    ^' 

Be  It  Kenienibered,  that  ou  the day  of  A.  D. 

19....,  before  me,  the  subscriber,  a  Notary  Public,  for  said  county  and 
State,  and  a  Commissioner  for  said  State,  appointed  by  the  Governor  of 
the  State  of  Ohio,  to  take  the  acknowledgment  and  proof  of  the  execution 
of  deeds  and  other   instruments  to  be  recorded  in  the  State  of  Ohio,  per- 

rionally  came ,  to  me  known  to  be  the  President  of  The 

Comjjany,  the  grantor  and  mortgagor  named  in  the  foregoing  Indenture 
of  Mortgage,  and  being  by  me  duly  sworn,  doth  say:  That  he  is  a  resident 

of   the    City   of    ,    New    Jersey,    and    is    the    President    of    The 

Company,    the    mortgagor    named    and    described    in    and 

which  executed  the  foregoing  Indenture  of  Mortgage;  that  he  signed  and 
acknowledged  the  same  before  me  as  the  free  and  voluntary  act  and  deed 

of  the  said  The  Company,  and  for  the  uses  and  purposes 

therein  mentioned;   and  that  the  seal  affixed  thereto,  is  the  corporate  seal 

of  said  The   Company,  and  was  affixed  by    , 

the  Secretary  of  said  Company,  to  said  instrument  by  order  of  the  Board 

of   Directors   of   the   said   The    Company.     Given   under    my 

hand  and  seal  officially,  on  the  day  and  year  and  at  the  place  above  written. 

.'..   [Seal] 

Notary  Public   (No ),  New  York  County. 

[Seal] 

Commissioner   for   Ohio. 

Form  319. 
OKLAHOMA— ACKNOWLEDGMENT. 

STATE     OF     OKLAHOMA,  I 

County    of    ( 

Before  me,   a    in   and  for  said  county  and  state,   on  this 

day  of   ,   19.  . .  .,  personally  appeared   

to  nie  known  to  be  the  identical  person  who  subscribed  the  name  o/  the 
maker  thereof  to  the  foregoing  instrument  as  its  (attorney  in  fact,  presi- 
dent, vice  preaidcnt,  or  other  officer,  as  the  case  may  be)  and  acknowledged 
to  me  that  he  executed  the  same  as  his  free  and  voluntary  act  and  deed,  and 
as  the  free  and  voluntary  act  and  deed  of  such  corporation  for  the  uses  and 
purposes  (therein  mentioned). 


See   Compiled   Laws   Okla.,    1909,    §  1230,   where   it   is  provided   that   the 
acknowledgment  shall  be  substantially  in  the  above  form. 

Form  320. 
OREGON— ACKNOWLEDGMENT. 

STATE  OF  OREGON,        | 

County    of    ^  ^^• 

On  this day  of ,  19.  .  .  .,  before  me  appeared , 

to  me  known,  who  being  duly  sworn   (or  affirmed)   did  say  that   he  is  the 


386       CORPORATION  FORMS  AND  PRECEDENTS. 

President  (or  other  oflBcer,  officers  or  agent  of  the  corporation)  of  (de- 
scribing the  corporation)  and  that  the  seal  affixed  to  said  instrument 
is  the  corporate  seal  of  said  corporation,  and  that  the  said  instrument  was 
signed  and  sealed  in  behalf  of  said  corporation  by  authority  of  its  board 

of   directors,   and   said    aL-kno\vledged   said   instrument   to 

be  the  free  act  and  deed  of  said  corporation. 

In   Testimony   Whereof,   1   have   hereunto   set   my  hand   and  affixed   my 
official  seal  this,  the  day  and  year  first  in  this,  my  certificate,  written. 


(Title  of  officer  tailing  acknowledgment.) 
Laws  Oregon,  1905,  p.  115. 

Form  321. 

PENNSYLVANIA— FORM  OF  ACKNOWLEDGMENT  BY 
ATTORNEY. 

STATE    OF    PENNSYLVANIA,] 
City  and  County  of  Philadelphia. 

I  hereby  certify  that  on  the  24th  day  of  November,  in  the  year  of  our 
Lord,  one  thousand  nine  hundred  and  eight,  (A.  D.  1908)  before  the 
subscriber,  a  Notary  Public  for  the  State  of  Pennsylvania,  residing  in  the 
City  of  Philadelphia,  personally  appeared  James  McCrea,  the  attorney  for 
The  Pennsylvania  Eailroad  Company  named  in  the  foregoing  instrument 
and  by  virtue  and  in  pursuance  of  the  authority  therein  conferred  upon 
him  acknowledged  the  said  instrument  to  be  the  act  and  deed  of  said  The 
Pennsylvania    Eailroad    Company. 

Witness  my  hand  and  notarial  seal  the  day  and  year  aforesaid. 

A.  J.  County,  Notary  Public. 

Commission  expires  Jan.  21,   1909. 

See  note  to  Form  301,  supra,  for  ai)pointment  of  attorney  to  acknowledge 
a  deed. 

Form  322. 
PENNSYLVANIA— PROOF   BY   SUBSCRIBING  WITNESS. 

STATE    OF    PENNSYLVANIA,  I 
City  and  County  of  Philadelphia.  (  '    ' 

Be  It  Eemembered,  that  on  the  24th  day  of  November,  A.  D.  1908,  before 
the  subscriber,  a  notary  public  for  the  County  of  Philadelphia,  residing  in 
the  City  of  Philadelphia,  personally  appeared  Lewis  Neilson,  who  being 
duly  sworn  according  to  law,  on  his  oath  said  that  he  is  Secretary  of  The 
Pennsylvania  Eailroad  Company,  named  in  and  which  executed  the  above 
instrument,  that  he  knows  the  seal  of  the  said  company  and  that  the  seal 
affixed  to  said  instrument  is  the  common  or  corporate  seal  of  the  said 
company,  that  James  McCrea  is  the  President  of  the  said  Company,  that 
this  deponent  saw  the  said  James  McCrea  sign  and  deliver  the  said  instru- 
ment as  the  voluntary  act  and  deed  of  the  said  company,  he  being  thereto 
duly  authorized  by  a  resolution  of  the  Board  of  Directors  of  the  said  Com- 
pany   adopted    at    a    meeting   of    the   said   Board    held    on    the    eleventh 


ACKNOWLEDGMENTS  AND  PROOFS.  387 

day    of    Is'ovcinbcr,    litOS,    and    that    this    deponent    thereupon    signed    his 
name  to  the  same  as  an  attesting  witness. 

Subscribed   and  sworn   to   before   me   at   Philadelphia   the   duy  and   year 
aforesaid,  .  Lewis  Xeilson. 

A.  J.  County,  Notary  Public. 

Coraniission  expires  Jan.  21st,  1909. 

Form  323. 

PENNSYLVANIA— PROOF    OF    ACKNOWLEDGMENT 
TAKEN  OUT  OF  STATE. 

STATE     OF    NEW     YUKis:,j 
County   of    New    York. 
Be  It  Eemenibered,  and  J   do  hereby  certify  that  this  27th  day  of  Octo- 
ber in  the  year  of  our  Lord  one  thousand  nine  hundred  and  nine    (A.  D. 
1909),  before  me  the  undersigned  authority,  a  notary  public,  duly  commis- 
sioned, sworn,  and  acting  as  such  in  and  for  the  said  county  of  New  York 
in  the  said  State  of  New  York,  personally  came  within  my  said  County, 
The  Farmers  Loan  and  Trust  Company   (the  corporation  described   in  and 
which   as  trustee   executed   the   within   and   foregoing   printed   instrument 
bearing  date  May  31,  A.  D.  1909)  by  its  President,  Edwin  S.  Marston,  and 
by  its   Secretary,  Augustus   V.   Heely,  each   of   whom   is  to   me  personally 
known  and  are  personally  known  to  me  to  be  the  identical  persons  whose 
names  are  subscribed  to  and  who  executed  the  foregoing  instrument  as  such 
President  and  Secretary  respectively  and  personally  known  to  me  to  be  such 
President  and   Secretary  respectively,  and  the  said  Edwin   S.  Marston  and 
the  said  Augustus  V.  Ileely  i)roduced  to  me  the  within  and  foregoing  printed 
instrument   and   being  by   me  severally   duly  sworn  according   to   law   did 
each  for  himself,  depose  and  say  that  the  other  is  to  him  personally  known, 
that  the  said  Edwin  S.   Marston   is  President  of  said  The  Farmers  Loan 
and  Trust  Company,  a  corporation,  and  resides  in  the  city  of  New  York 
and  that  the  said  Augustus  V.  Heely,  is  Secretary  of  said  corporation  and 
resides  in  the  City  of  Plainfield,  New  Jersey,  that  he  knows  the  corporate 
seal  or  common  seal  of  said  corporation,  that  the  seal  affixed  to  the  fore- 
going instrument   as  the  seal  of   said  corporation   is  the   common   or   cor- 
porate seal  thereof,  that  it  was  affixed  and  said  instrument,  was  on  the 
27th  day  of  October,  A.  D.  1909,  signed,  executed,  and  delivered,  on  behalf 
of   said   corporation   by   order    and   authority    of   the   Board    of    Directors 
of  said  corporation  by  resolution  duly  given,  that  the  said  Edwin  S.  Marston 
signed  his  name  thereto  as  President  and  the  said  Augustus  V.  Heely  signed 
his  name  thereto  as  secretary  by  like  authority  each  in   the  presence  and 
sight  of  the  other  and   of  the  attesting  witnesses  and  the  said  Edwin  S. 
Marston   and  Augustus  V.   Heely,  severally  acknowledged  said   instrument 
to  me  to  be  the  free  and  voluntary  act  and  deed  of  said  corporation  for  the 
uses,  purposes  and  consideration  tliereiri  expressed  and  severally  acknowl- 
edged that  they  being  informed  of  tlie  contents  thereof  did  voluntarily  in 
their  official  cajiacities  as  President  and  Secretary  respectively  and  with  full 
authority,  sign,  seal,  and  deliver  said  instrument  as  the  free  and  voluntary 
act  of  themselves  and  each  of  them  for  the  uses,  purposes  and  consideration 
therein  expressed. 

In  Witness  "Whereof,  I  have  hereunto  set  my  hand  and  official  seal  at  my 


y 


388   CORPORATION  FORMS  AND  PRECEDENTS. 

ofl&ce  in  the  City  of  New  York,  on  this  the  aforementioned  27th  day  of 
October,  A.  D.  1909. 

Chas.  Kiehter,  Notary  Public. 

New  York  County  No.  40. 
Commission  expires,  March  30,  1911. 

Form  324. 
RHODE    ISLAND— ACKNOWLEDGMENT. 

STATE    OF    RHODE    ISLAND,^ 
County    of    ( 

On  this    day   of    ,  19 ,  at    ,   in  said 

county  and  state  personally  appeared  before  me ,  a , 

in  and  for  said  county  and  state, ,  to  me  personally  known,  and 

personally  known  to  me  to  be  the of ,  the  above- 
mentioned  corporation,  and  personally  known  by  me  to  be  the  party  who 
executed  the  foregoing  instrument,  and  acknowledged  the  said  instrument 
signed  by  him  to  be  his  free  and  voluntary  act  and  deed,  and  the  free  and 
voluntary  act  and  deed  of  said  corporation. 

Witness  my  hand  and  official  seal,  the  day  and  year  first  in  this  certificate 
written. 


Form  325. 
SOUTH    CAROLINA— ACKNOWLEDGMENT. 

STATE  OF  SOUTH  CAEOLINA,) 

\  ss: 
County    of    j 

Personally  appeared  before  me ,  a  notary  public  in  and  for 

said  county  and  state, and  made  oath  and  said  that  he  was 

present  and  saw  the  corporate  seal  of affixed  to  the  above- 
written  deed,  and  that  he  saw   ,  President,  with    , 

Secretary,  known  to  him  to  be  such  officers  of  said  corporation  respectively, 

attest  the  same,  and  that  he,  deponent  with   ,  witnessed  the 

execution   and   delivery   of   the   said  instrument   as   the  free   act   and  deed 

of  said  

(Signed) 

Sworn  to  and  subscribed  before  me  this day  of ,  A. 

D.  19 


[Notarial  Seal]  Notary  Public. 

Form  326. 
SOUTH    DAKOTA— ACKNOWLEDGMENT. 

TERRITORY  OF ,  OR  STATE  OF   ,] 

County    of    > j 

On  this   day  of   ,  in  the  year  before  me  (here 

insert  the  name  and  quality  of  the  officer)   personally  appeared , 

known  to  me  (or  proved  to  me  on  the  oath  of )  to  be  the  presi- 


ACKNOWLEDGMENTS  AND  PROOFS.  389 

dent  (or  the  secretary)  of  the  corporation  that  is  described  in  and  that 
executed  the  within  instrument,  and  acknowledged  to  me  that  such  corpora- 
tion executed  the  same. 


Civil  Code  S,  Dak.,  19U3,  §981.  •.■ 

I  Form  327. 

TENNESSEE— ACKNOWLEDGMENT.  i 

STATE  OF I 

County  of ( 

Before  me ,  a  notary  public  in  and  for  the  state  and  county 

aforesaid,  personally  appeared  ,  with  whom  I  am  person- 
ally acquainted,  and  who  upon  oath,  acknowledged  himself  to  be  president 

(or  other  officer  authorized  to  execute  the  instrument)  of  the , 

the  within  named  bargainor,  a  corporation,  and  that  he  as  such , 

being  authorized  so  to  do,  executed  the  foregoing  instrument  for  the  pur- 
pose therein  contained,  by  signing  the  name  of  the  corporation  by  himself 
as  

Witness  my  hand  and  seal,  at  my  office  in ,  this 

day  of   ,  19 


Shannon 's  Suppl.  to  Code  of  Tenn.,  §  37-17. 

Form  328. 
TEXAS— ACKNOWLEDGMENT. 

STATE    OF    TEXAS,        | 
County    of    ( 

Before    me,    ,  a    notary   public    in    and    for    the    county    and 

state  aforesaid,  on  this  day  personally  appeared    ,  personally 

known  to  me  to  be  the  person  whose  name  is  subscribed  to  the  foregoing 

instrument  as  President  of  the   Company,  the  corporation 

named  in  said  instrument,  and  personally  known  to  me  to  be  the  President 

of  said Company,  and  acknowledged  to  me  that  he  executed  said 

instrument  for  the  purposes  and  consideration  therein   expressed,  for  and 
on   behalf  of  and  as  the  act  of  said  corporation. 

Given  under  my  hand  and  seal  of  office  this day  of , 

A.  D.  191.. 


Notary  Public. 

Form  329. 
UTAH— ACKNOWLEDGMENT. 

STATE   OF   UTAH,         ] 

County    of    f 

On   the    day  of    ,   A.   D.   19 ,   personally   ap- 
peared before  me ,  who  being  by  me  duly  sworn  (or  aflfirmed), 

did  say  that  he  is  the  president    (or  other  officer  or  agent  as  the  case  may 
be)    of    (naming   the   corporation),   and   that   said   instrument   was  signed 


390   CORPORATION  FORMS  AND  PRECEDENTS. 

in  behalf  of  said  corporation  by  authority   of  its  by-laws    (or  by  resolu- 
tion of  its  board  of  directors  as  the  case  may  be)   and  said   

acknowledged  to  me  that  said  corporation  executed  the  same. 
Compiled  Laws  "Utah  1907,    §  1989, 

Form  330. 
VERMONT— ACKNOWLEDGMENT. 

STATE  OF  VERMONT, 
County    of    

On  this day  of   .  / ,  A.  D.  191.  .,  before  me, , 

a   notary   public,   in   and   for   said   county   and   state   personally   appeared 

J   who   as  president   and   agent   of   the    Company, 

has    executed    the    foregoing    written    instrument,    and    acknowledged    the 

same  to  be  the  free  act  and  deed  of  said   Company,  and  that 

he  as  such  president  and  agent  of  said   Company  voluntarily 

executed  the  same  before  me. 

Witness  my  hand  and  notarial  seal  the  day'  and  year  first  in  this  cer- 
tificate  written. 


Kotary  Public. 

Form  331. 
VIRGINIA— ACKNOWLEDGMENT. 

State    (or  territory,   or   district)    of    ,   County    (or   corporation) 

of    ,  to-wit: 

I     ,    a    (here    insert    the    official    title    of    the 

person  certifying  the  acknowledgment)    in  and  for  the  state   (or  territory 

or  district)  and  county  (or  corporation)  aforesaid,  do  certify  that 

(here  insert  the  name  or  names  of  the  persons  signing  the  writing  on 
behalf  of  the  person  or  corporation  or  the  name  of  the  person  signing 
the  writing  in  a  fiduciary  capacity),  whose  name   (or  names)   is   (or  are) 

signed  to  the  writing  above,  bearing  date  on  the day  of , 

has  (or  have)  acknowledged  the  same  before  me  in  my  county  (or  cor- 
poration) aforesaid.     Given  under  my  hand  this day  of , 

191... 


See  Va.  Code  1904,  §  2500. 

Form  332. 
WASHINGTON— ACKNOWLEDGMENT. 

STATE  OF  WASHINGTON,) 

.  V  ss: 

County    of    ] 

On  this    day  of    ,  A.  D.   19....,  before  me  per- 
sonally  appeared    ,  to   me   known  to   be   the    (president,   vice 

president,  secretary,  treasurer,  or  other  authorized  officer  or  agent,  as 
the  case  may  be)  of  the  corporation  that  executed  the  within  and  fore- 
going instrument,  and  acknowledged  the  said  instrument  to  be  the  free 
and  voluntary  act   and  deed  of  said  corporation,   for  the  uses  and  pur- 


ACKNOWLEDGMENTS  AND  PROOFS.        391 

poses  therein  mentioned,  and  on  oath  stated  that  he  was  authorized  to 
execute  said  instrument  and  that  the  seal  aflixeil  is  the  corporate  seal  of 
said  corporation. 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  affixed  my  official 
seal  the  day  and  year  frst  above  written. 


(Signature  and  title  of  officer.) 
Wash.  Ann.  Code  1909,  §  876iyo, 

Form  333. 
WEST   VIRGINIA— ACKNOWLEDGMENT. 

State    (territory   or  district)    of    ,   county   of    , 

to-wit  : 

I,    ,    a    commissioner    appointed    by    the    governor    of    the 

State  of  West  Virginia  for  the  said  state  of  (or  territory  or 

district  of ),  or,  I,   ,  a  justice  of  the  peace  of  the 

Baid  county  of ,  or  I, ,  a  notary  of  the  said  county 

of ,  or  I, ,  prothonotary   (or  clerk)   of  the   

court  or  county  of   (or  other  officer  or  person  authorized  to 

take  acknowledgments  by  the  statutes  of  West  Virginia  as  the  case  may  be), 

do    certify    that    personally    appeared   before   me    in    my    said 

,   and  being  by   me   duly  sworn    (or  affirmed)    did   depose   and 

say  that  he  is  the  president  (or  other  officer  or  agent)  of  the  corporation 
(or  association)  described  in  the  writing  above  (or  hereto  annex'ed)  bear- 
ing date  the day  of  ,  19.  ... ,  authorized  by  said  corpora- 
tion (or  association)  to  execute  and  acknowledge  deeds  and  other  writings 
of  said  corporation  (or  association)  and  that  the  seal  affixed  to  said 
writing  is  the  corporate  seal  of  said  corporation  (or  the  seal  of  said 
association  as  the  case  may  be)  and  that  said  writing  was  signed  and 
sealed  by  him  in  behalf  of  said  corporation  (or  association)  by  its  authority 

duly  given.     And  the  said   acknowledged  the  said  writing  to  be 

the  act  and  deed  of  said  corporation  (or  association).  [Or  if  the  corpora- 
tion has  no  corporate  seal,  or  the  association  has  no  seal,  omit  the  words 
"seal  affixed  to  said  writing  is  the  corporate  seal  of  said  corporation  (or 
the  seal  of  said  association,  as  the  case  may  be)"  and  say  "gaid  cor- 
poration (or  association)  has  no  seal."  And  in  such  case  omit  the  word 
"sealed"  after  the  words  "signed  and"  and  insert  in  lieu  of  it  the  word 
"executed."]  • 

Cod«  W.  Va.,   §§3077-3078. 

Form  334. 
WISCONSIN— ACKNOWLEDGMENT. 

STATE     OF     WISCONSIN,) 
County  of  Dane.  C 

Be  it  known  that  on  the  23rd  day  of  December,  A.  D.  1908,  before 
me,  a  Notary  Public  in  and  for  the  said  County  of  Dane  and  State  of 
Wisconsin,  personally  appeared  Magnus  Swenson,  President,  and  E.  J.  B. 
Schubring,  Secretary,  of  Southern  Wisconsin  Power  Company,  personally 
known  to  me  to  be  such   President   and   Secretary,   and  to  be  the  same 


392   CORPORATION  FORMS  AND  PRECEDENTS. 

persons  who  executed  the  foregoing  instrument  for  and  on  behalf  of  the 
said  Southern  Wisconsin  Power  Company,  and  whose  names  are  thereto  sub- 
scribed, and  severally  duly  acknowledged  that  they  signed,  sealed  and  deliv- 
ered said  instrument  as  such  President  and  Secretary,  and  as  the  free  and 
voluntary  act  of  said  Southern  Wisconsin  Power  Company,  for  the  uses  and 
purposes  therein  set  forth;  and  the  said  Magnus  Swenson  and  E.  J.  B. 
Schubring  being  by  me  first  duly  sworn,  did  each  depose  and  say  that 
they  are  respectively  the  President  and  Secretary,  as  hereinbefore  stated, 
of  said  Southern  Wisconsin  Power  Company;  that  they  know  the  corporate 
seal  of  said  Company;  that  the  seal  affixed  to  the  foregoing  instrument  is 
the  corporate  seal  of  said  Southern  Wisconsin  Power  Company;  that  it 
was  affixed  by  order  of  the  Board  of  Directors  of  said  Company  duly  made, 
and  that  they  signed  their  respective  names  thereto  as  such  President  and 
Secretary  by  like  order. 

Given  under  my  hand  and  seal  this  23d  day  of  December,  A.  D.   1908. 

[Notarial  Seal]  Burr  W.  Jones,  Notary  Public. 

My  commission  expires  January  21,  1910. 

Form  335. 
WYOMING— ACKNOWLEDGMENT. 

STATE  OF  WYOMING,     J 
County    of    ( 

On   this    day   of    ,    19....,   before   me,   the   under- 
signed, a   in  and  for  the  County  of    and  State  of 

Wyoming,  personally  appeared ,  to  me  known  and  known  to  mo 

to  be  the  President  of  the   Company,  and  > to  me 

known  and  known  to  me  to  be  the  Secretary  of  the  above-named   

Company,    and   severally    duly   acknowledged   that    as   such 

President  and  Secretary,  respectively  of  said  corporation,  they  duly  signed, 
sealed  and  delivered  the  above  and  foregoing  instrument  as  their  free  and 
voluntary  act   and   deed   and   as  the  free  and  voluntary  act   and   deed   of 

said   corporation,   said   the    Company,   for   the   consideration 

and  purposes  therein  set  forth. 

'  Witness  my  hand  and  ofiicial  seal  the  day  and  year  in  this  certificate  first 
above  written. 


[Official  Seal] 

My  commission  expires 


Form  336. 

ACKNOWLEDGMENT  BY  CORPORATION  OR  ASSOCIA- 
TION UNDER  UNIFORM  ACKNOWLEDGMENT  ACT. 

STATE  OF ,) 

County  of   ( 

On  this day  of ,  19.  .  .  .,  before  me  appeared , 

to  me  personally  known,  who,  being  by  me  duly  sworn  (or  affirmed),  did 
say  that  he  is  the  president  (or  other  officer  or  agent  of  the  corporation 
or  association)  of  (describe  the  corporation  or  association),  and  that  the 
seal  aflBxed  to  said  instrument   is  the  corporate  seal   of  said   corporation 


ACKNOWLEDGMENTS  AND  PROOFS.  393 

(or  association),  and  that  said  instrument  was  signod  and  scaled  in  behalf 
of  said  corporation   (or,  association)  by  authority  of  its  board  of  directors 

(or,   trustees,    and   said    acknowledf^ed   said   instrument   to 

be  the  free  and  voluntary  act  and  deed  of  said  corporation  (or,  associa- 
tion). 

(Signature  of  officer  taking  acknowledgment.) 

(Official  title  of  officer  taking  acknowledgment.) 
In  case  the  corporation  or  association  has  no  corporate  seal,  omit  the 
words  "the  seal  affixed- to  said  instrument  is  the  corporate  seal  of  said 
corporation  (or,  association),  and  that"  and  add,  at  the  end  of  the 
affidavit  clause,  the  words,  "and  that  said  corporation  (or  association) 
has  no  corporate  seal." 

The  above  form  is  that  recommended  by  the  Commissioners  of  the 
Several  States  for  promoting  Uniformity  of  Legislation  in  the  United 
States,  and  has  been  adopted  by  several  states,  including  Iowa,  Massa- 
chusetts, Michigan,  Minnesota,  Missouri,  New  Mexico.  The  caption  should 
specify  the  State  and  place  where  the  acknowledgment  is  taken. 

Form  337. 

FORM  OF  CERTIFICATE  OF  CLERK  OF  COURT— 
(NEW  YORK). 

T,  Peter  J.  Dooling,  Clerk  of  the  County  of  New  York,  also  Clerk  of  the 
Supreme  Court  for  the  said  County,  the  same  being  a  Court  of  record, 
Do  Hereby  Certify,  That  Chas.  Eichter,  whose  name  is  subscribed  to  the 
certificate  of  the  proof  of  acknowledgment  of  the  annexed  instrument  and 
therein  written  was  at  the  time  of  taking  such  proof  and  acknowledg- 
ment a  Notary  Public  in  and  for  the  County  of  New  York,  dwelling  in  the 
said  County,  commissioned  and  sworn  and  duly  authorized  to  take  the  same 
and  further  that  I  am  well  acquainted  with  the  handwriting  of  such 
Notary  and  verily  believe  that  the  signature  to  the  said  certificate  of 
proof  or  acknowledgment  is  genuine. 

In  Testimony  Whereof,  I  have  hereunto  set  my  hand  and  affixed  the 
seal  of  the  said  Court  and  County  the  5th  day  of  November,  A.  D.  190!). 

[Seal]  P.  J.  Dooling,  Clerk. 

Form  338. 

CERTIFICATE  OF  AUTHENTICATION  BY  PROTHONO- 
TARY— (PENNSYLVANIA). 

STATE    OF    PENNSYLVANIA,! 
County    of    Philadelphia.  (     ' 

I, ,  Prothonotary  of  the  County  of  Philadelphia  and  Clerk 

of  the  Courts  of  Common  Pleas  of  said  County,  which  are  courts  of  record 
having  a  common  seal,  being  the  officer  authorized  by  the  laws  of  the 
State  of  Pennsylvania  to  make  the  following  certificate,  do  hereby  certify 
that ,  Esquire,  whose  name  is  subscribed  to  the  certificate  of  the  ac- 
knowledgment of  the  annexed  instrument  and  thereon  written,  was  at  the 
time  of  such  acknowledgment  a  Notary  Public  for  the  Commonwealth  of 
Pennsylvania    residing    in    the    County    aforesaid,    duly    commissioned    and 


394      CORPORATION  FORMS  AND  PRECEDENTS. 

qualified  to  administer  oaths  and  affirmations  and  take  acknowledgments 
and  proof  of  deeds  or  conveyances  for  lands,  tenements,  and  hereditaments, 
to  be  recorded  in  said  State  of  Pennsylvania,  and  to  all  whose  acts  as 
such,  full  faith  and  credit  are  and- ought  to  be  given  in  Courts  of  Ju- 
dicature, as  elsewhere,  and  that  I  am  well  acquainted  with  the  hand- 
writing of  the  said  Notary  Public  and  verily  believe  his  signature  thereto 
is  genuine,  and  1  further  certify  that  the  said  instrument  is  executed  and 
acknowledged  in  conformity  with  the  laws  of  the  State  of  Pennsylvania. 
In   Testimony   Whereof,   1   have   hereunto   set   my   hand   and   affixed  the 

seal  of  said  Court,  this day  of ,  in  the  year  of  our  Lord 

one    thousand   nine   hundred   and    


Prothonotary. 

Form  339. 

FORM  OF  CERTIFICATE  OF  AUTHORITY  OF  OFFICER 

TAKING  ACKNOWLEDGMENT   RECOMMENDED   BY 

COMMISSIONERS  ON  UNIFORM  LEGISLATION. 

STATE  OF  , ) 

>  ss: 
County  of  J 

T,   ,  clerk  of  the court  in  and  for  said  county,  which 

court  is  a  court  of  record,  having  a  seal  (or,  I, ,  the  secretary  of 

state  of  such  state  or  territory),  do  hereby  certify  that by  and 

before  whom  the  foregoing  acknowledgment  or  proof  was  taken,  was,  at 
the  time  of  taking  the  same,  a  notary  public  (or  other  officer)  residing  (or 
authorized  to  act)  in  said  county,  and  was  duly  authorized  by  the  laws 
of  said  state  (territory,  or  district),  to  take  and  certify  acknowledgments 
(or   pi  oof)    of   deeds   of   land  in   said  state    (territory,   or   district),   and 

further  that  1  am  well  acquainted  with  the  handwriting  of  said  , 

and  that  1  verily  believe  that  the  signature  to  said  certificate  of  acknowl- 
edgment   (or  proof)   is  genuine. 

In    Testimony    Whereof,    I    have   hereunto    set    my   hand    and    seal   and 

affixed  the  seal  of  the  said  court   (or  state)  this day  of , 

19 

(Signature  of  officer  and  official  title.) 
The  above  form  of  authentication  of  the  proof  of  acknowledgment  of 
a  deed  or  other  instrument  when  taken  without  the  state  and  within  an- 
other state  or  territory  or  district  of  the  United  States  is  that  recom- 
mended by  the  Commissioners  on  Uniform  Legislation.  In  all  cases  the 
caption  should  specify  the  state,  territory  or  district  and  the  county  or 
place  where  the  authentication  is  made.  It  would  seem  that  the  clause  that 
the  officer  certifying  to  his  knowledge  of  the  handwriting  of  the  officer 
taking  the  acknowledgment  may  lead  to  difficulties  in  thickly  populated 
sections. 

Form  340. 
CERTIFICATE  OF  AUTHENTICATION  OF  RECORD  UN- 
DER ACT  OF  CONGRESS. 

STATE   OF   IOWA, I 

County  of  Cass,     y^' 

1,    Ambrose   Pellett,    clerk   of   the    district   court   of   the   State   of   Iowa 
within  and  for  said  county,  do  hereby  certify  that  the  above  and  forego- 


ACKNOWLEDGxMENTS  AND  PJiooFS.  ;]9y 

iiij^  is  11  full,  true  and  complete  fopy  of  the  refonl  of  the  appointment  of 
the  receiver  in  the  above  entitled  cause,  the  oflicial  bond  of  said  receiver, 
the  written  oath  of  of!ice  sworn  to  by  him,  as  full,  true  and  complete  as 
the  same  remains  oti   file  in  my  ofiice. 

In  Witness  Whereof,  I  have  hereunto  set  my  hitiid  and  fixed  the  seal 
of  the  district  court  this  25tb  day  of  July,  A.  I).  1894. 

[Seal  District  Court]  Ambrose  i'ellett.  Clerk. 

STA^&E    OF    IOWA, I 
Cass  County.         I 

I,  Walter  I.  Smith,  a  .)udt,'e  of  the  district  court  in  and  for  the  Fifteenth 
judicial  district  of  said  state,  composed  of  the  counties  of  Audubon, 
Montgomery,  Cass,  Fremont,  Mills,  Pottawattamie,  Shelby,  and  Page,  do 
hereby  certify  that  Ambrose  Pellett,  Esq.,  who  has  given  the  preceding 
certificate,  was  at  the  time  of  so  doing  the  clerk  of  the  state  of  Iowa  in  and 
for  Cass  County,  in  said  district  court  duly  qualified  as  such;  that  he  is  the 
proper  custodian  of  the  records  of  said  court,  and  the  proper  officer  to 
give  such  certificate,  and  that  the  same  is  in  due  form  of  law. 

Witness   my  hand   at  Atlantic,    Iowa,  this  'JBth   day  of  July,   1894. 

Walter   T.   Smith, 
Judge  of   the   Fifteenth   Judicial   District. 
STATE    OF    IOWA,] 
Cass  County. 

I,  Ambrose  Pellett,  clerk  of  the  district  court  of  the  state  of  Iowa  in 
and  for  the  said  county,  do  hereby  certify  that  the  Hon.  Walter  I.  Smith, 
who  gave  the  preceding  certificate,  was  at  thte  time  of  so  doing  a  .iudgo 
of  the  district  court  of  the  state  of  Iowa  in  and  for  the  fifteenth  judicial 
district,  composed  of  the  counties  of  Audubon,  Montgomery,  Cass.  Fremont, 
Mills,  Pottawattamie,  Shelby  and  Page,  duly  commissioned  and  sworn,  to 
all  whose  acts  as  such  full  faith  and  credit  are  and  ought  to  be  given. 

In  Testimony  Whereof,  1  have  hereunto  set  my  hand  and  affixed  my 
seal  of  said  court  at  Atlantic  the  L'6th  day  of  July,  1894. 

[Seal  of  District  Court] 

Ambrose  Pellett, 
Clerk  of  the  District  Court  of  Cass  County,  Iowa. 

See  Steinkev  Graves,  16  TUah  293,  where  the  above  form  of  authenti- 
cation was  held  to  be  suflicient  under  U.  S.  R.  S.  §  905,  even  though  the 
clerk's  name  was  signed  by  a  deputy. 


CHAPTER  III. 
SPECIFIC  OBJECT  CLAUSES. 

Form  341. 
ABATTOIR. 

To  carry  on  the  business  of  slaughtering  all  kinds  of  cattle  and  animals, 
used  for  the  purpose  of  food,  to  manufacture  and  dispose  of  the  offal  of  the 
same,  and  to  establish  and  erect  cold  storage,  and  refrigerators,  stables, 
pens  and  buildings,  necessary  to  conduct  the  slaughtering  business,  and  to 
do  whatever  else  may  be  necessary  and  useful  for  the  business  of  slaughter- 
ing cattle  and  animals  intended  for  food,  and  in  manufacturing  and  dis- 
posing of  the  offal  of  the  same. 

See  for  statement  of  obiects  and  purposes,  Cook  on  Corporations,  §4; 
Clark  &  M.,  Corp.,  §§  75,  82f. 

Form  342. 
ABSTRACT    COMPANY. 

To  transcribe  the  records  of  county  ,  and  make  ab- 
stracts   of   title   to    real   and   other   property    in   the   state   of    

and  in  the  cities  and  towns 'in  said  state,  and  especially  in  the  cities  and 

towns   in   said    county,  and  to  guarantee  all  titles  made,  sold, 

and  issued  in  such  sums,  and  upon  such  terms  as  may  be  by  such  corpora- 
tion agreed  upon  and  charged  for  abstracts  of  titles  and  guaranteeing  the 
same,  and  also  to  purchase  and  erect  a  suitable  building  or  buildings 
for  offices  and  for  the  preservation  of  the  records  of  the  company. 

Form  343. 
ACCIDENT  AND  BENEFIT  ASSOCIATION. 

To  receive  contributions  from  and  extend  relief  to  its  contributors  and 
members  in  case  of  sickness  or  injury  by  paying  them  certain  designated 
sums  of  money  per  week,  as  sick  and  accident  benefits;  to  receive  contri- 
butions and  in  ease  of  the  death  of  the  contributors  to  pay  the  beneficary 
certain  designated  funeral  benefits;  to  hold  real  estate;  to  invest  its  funds 
in  mortgages,  bonds  or  other  interest  bearing  securities;  to  make  by-laws, 
rules,  and  regulations  for  the  government  of  its  stockholders,  members  and 
contributors;  and  generally  to  do  every  other  act  or  thing  not  inconsistent 
with  the  constitution  and  laws  of  this  state  or  of  the  United  States  which 
may  be  necessary  to  promote  the  objects  and  purposes  for  which  the  said 
company  was  incorporated. 

Form  344. 
ACID    PHOSPHATE. 

To  carry  on  the  business  of  manufacturing  acid  phosphates  and  other 
chemical  compounds  of  any  and  all  kinds,  and  to  accjuire  letters  patent  and 

396 


SPECIFIC  OBJECT  CLAUSES.  397 

licenses  thereof;  and  to  do  any  and  all  acts  and  transact  any  and  all 
business  that  shall  or  may  be  or  become  incident  to  or  arise  out  of  or  be 
connected  with  such  manufacturing  business,  or  any  part  thereof,  to  the 
full  extent  that  the  same  shall  be  or  become  allowable  or  authorized  under 
any  statute  applicable  thereto,  now  or  hereafter  to  be  in  force. 

ACCOUNTANTS. 

See  Auditors. 

Form  345. 
ADVERTISING. 

To  conduct  a  general  advertising  business,  both  as  principals  and  agents, 
including  the  preparation  and  arrangement  of  advertisements  and  the 
manufacture  and  construction  of  advertising  devices  and  novelties;  to 
erect,  construct,  purchase,  lease  or  otherwise  acquire,  fences,  bill-boards, 
sign-boards,  buildings  and  other  structures  suitable  for  advertising  pur- 
poses; to  carry  on  the  business  of  printers,  publishers,  painters  and  decora- 
tors, in  connection  with  the  advertising  business,  and  to  make  and  carry 
out  contracts  of  every  kind  that  may  be  necessary  or  conducive  to  the 
accomplishment  of  any  of  the  purposes  of  the  company. 

Form  346. 
ADVERTISING  AGENTS. 

To  carry  on  the  business  of  advertising  contractors  and  agents  and  any 
other  business  which  may  be  usefully  carried  on  in  connection  with  such 
business,  and  to  acquire  and  undertake  the  whole  or  any  part  of  the  busi- 
ness, property,  and  liabilities  of  any  person  or  company  carrying  on  busi- 
ness as  such  contractors  or  agents,  or  any  other  business  which  may  be  use- 
fully carried  on  therewith. 

Form  347. 
ADVERTISING. 

To  engage  in  and  carry  on  a  general  advertising  business  by  the  cir- 
culation and  distribution  and  the  display  of  cards,  signs,  posters,  dodgers, 
hand-bills,  programmes,  banners  and  flags,  to  be  placed  in  and  on  railroad 
cars,  street  cars,  steamboats,  cabs,  hacks,  omnibuses,  stages,  and  any  and 
all  kinds  of  conveyances  used  for  passengers  or  any  other  purpose.  To 
display  movable  or  changeable  signs,  cards,  pictures,  designs,  mottos,  etc., 
operated  by  clock-work,  electricity  or  any  other  power,  to  use,  place  and 
display  the  same  in  depots,  hotels,  halls  and  other  public  places.  To  make 
contracts  with  individuals  and  corporations  for  the  exclusive  use  of  their 
property  and  to  purchase,  control  and  use  individual  rights,  easements  and 
contracts,  and  to  have  all  the  rights,  powers  and  privileges  and  franchises 
incident  to  and  granted  to  corporations  organized  by  virtue  of  the  laws 
of 


398     CORPORATION    FORMS    AND    PRECEDENTS. 

Form  348. 
ADVERTISING  NOVELTIES. 

To  carry  on  the  business  of  originating,  composing  and  devising  forms 
of  advertisements  and  advertising  matter  for  others  and  publishing  and 
securing  the  publication  of  the  same  and  all  other  matters  thereto  pertain- 
ing. To  manufacture,  buy,  sell,  import,  export  and  deal  in  advertising 
novelties  and  devices  of  every  kind  and  description,  including  raw  materials 
used  in  the  manufacture  thereof,  and  to  conduct  the  business  of  printing, 
stamping,  lithographing,  electrotyping,  engraving  and  binding  in  connec- 
tion therewith. 

Form  348a. 
AEROPLANES. 

To  manufacture,  buy,  sell,  assemble,  repair,  store,  hire,  operate  and  deal 
in  and  with  aeroplanes  of  all  kinds,  and  parts  thereof  and  supplies  therefor 
and  all  articles  and  things  pertaining  thereto  or  to  the  operation  thereof. 

AIR  MOTOES. 
See  Compressed  Air  Motors. 

Form  349. 
AIRSHIPS. 

To  manufacture,  buy,  sell,  hire,  assemble,  repair  and  store,  motor  vehicles 
and  airships  of  all  kinds,  and  to  deal  in  all  kinds  of  motor  vehicle  and  air- 
ship parts   and  supplies. 

Form  350. 
AIR-CLEANING  APPARATUS. 

To  manufacture  air-cleaning  apparatus,  machinery  of  every  kind  and 
to  purchase  and  sell  the  same,  all  materials  therefor  and  parts  thereof,  and 
to  purchase,  hold,  sell,  dispose  of  and  lease  upon  royalty  or  otherwise  patent 
rights  in  air-cleaning  apparatus  and  machinery.  To  purchase,  hold,  lease 
upon  royalty  or  otherwise,  and  sell,  lease  and  otherwise  dispose  of  patent 
rights  in  vacuum  and  compressed  air-cleaning  apparatus. 

Form  351. 
ALKALI. 

To  manufacture  and  deal  in  soda  ash,  bromine,,  salt,  glass,  chemicals 
and  all  compounds  of  chemicals;  hold  real  estate  therefor;  operate  coal 
mines;  bore  for  oil  and  gas;  deal  in  all  kinds  of  minerals;  manufacture 
all  kinds  of  woodwork,  and  generally  to  do  all  that  may  be  neecssary  to 
successfully  operate  in  and  sell  all  of  the  above  named  articles. 

Form  352. 
ALUMINUM. 

To  manufacture,  use,  work  and  vend,  sodium,  potassium,  silicon,  chlorine, 
magnesium,    aluminum,   boron,   and  muriatic   acid,   and   any  or   all  metals 


SPECIFIC  OBJECT  CLAUSES.  399 

and  chemicals,  and  perform  and  do  all  and  any  buHines?  in  connection 
therewith,  and  to  sell  or  license  to  others  any  or  all  rights,  or  privilejjcs 
now  owned  by  it  for  manufacturing,  using  and  vending  any  or  all  metals  and 
chemicals;  also  to  manufacture,  use  and  vend  and  sell  or  license  to  others 
any  privileges  or  rights  owned  or  hereafter  owned  by  it  for  manufacturing, 
using  and  vending  any  device  or  devices,  machine  or  machines,  for  manu- 
facturing, working  or  producing  any  or  all  metals  and  chemicals. 

Form  353. 
AMUSEMENT  AND  OPERA  COMPANY. 

To  conduct  aiiuisement  enterprises  in  all  the  branches  pertaining  thereto 
and  thereof;  consisting  of  summer  gardens,  parks,  hotels,  dance  halls, 
bathing  beaches,  roof  gardens,  theaters,  and  to  run  steamboats  and  other 
boats  for  excursion  and  other  purposes;  to  operate  any  plays,  operas, 
songs,  musical  or  dramatical  performances  and  other  things  relating 
thereto  which  may  be  used  for  amusements  of  persons  in  public  and 
private  places  and  to  conduct  amusement  enterprises  of  all  kinds;  to 
buy,  purchase,  lease,  option,  or  otherwise  acquire,  own,  exchange,  sell 
or  otherwise  dispose  of,  mortgage  and  deal  in  real  estate,  lands  or  build- 
ings for  the  erection  and  establishment  of  theaters,  halls,  offices,  stores 
and  ware-houses  with  suitable  plants,  engines  and  machinery  for  the 
furtherance  of  the  business  named  herein ;  to  construct,  carry  out,  main- 
tain, improve,  manage,  work,  control  or  superintend  any  private  roads, 
ways,  mills,  factories,  refineries,  ware-houses  and  other  works  and  conven- 
iences, which  may  seem  directly  or  indirectly  conducive  to  the  objects 
of  the  company,  and  to  contribute  to,  subsidize  or  otherwise  aid,  or  take 
part  in  such  operations;  to  own,  handle  and  control  letters  patent,  and 
inventions  and  shares  of  its  own  capital  stock  and  that  of  other  corpora- 
tions, and  to  vote  any  stock  owned  by  it  the  same  as  a  natural  person 
might  do;  to  issue  bonds,  notes,  debentures,  and  other  evidences  of  in- 
debtedness and  secure  the  payment  of  the  same  by  mortgage,  deed  of 
trust,  or  otherwise;  to  act  as  agent,  trustee,  broker,  or  in  any  other  fiduciary 
capacity,  and  to  borrow  and  loan  money,  and  in  general  to  do  and  per- 
form such  acts  and  things  and  transact  such  business,  not  inconsistent  with 
law,  in  any  part  of  the  world,  iis  the  Board  of  Directors  may  deem  to  the 
advantage  of  the  corporation 

Form  354. 
AMUSEMENT  PARK. 

To  acquire  by  lease  or  otherwise  a  piece  or  pieces  of  laud  for  a  park 
or  parks,  and  to  build,  maintain  and  operate  thereon,  a  mechanical  steeple- 
chase plant  and  other  appliances  for  the  amusement  of  the  people  and  to 
furnish   innocent   entertainment  by  music  and   in  other  ways. 

Form  355. 
ANIMAL  PRODUCTS. 

To  buy  and  sell  hides,  tallows,  oils,  fats  and  waste  animal  products, 
live   and    dead   animals,   and   to   manufacture   and   sell   glue,   poultry   food, 


400      CORPORATION  FORMS  AND  PRECEDENTS. 

tallow,  oils,  hides  and  any  and  all  products  derived  and  made  from  dead 
animals. 

Form  356. 
ARMORY. 

To  purchase  suitable  buildings  in  the  town  of ,  county  of , 

and  state  of   to  be  used  as  an  armory,  and  to  rent  or  let  the 

same  to  theatrical  and  dramatic  companies,  and  to  literary  and  benevolent 
societies,  etc. 

Form  357. 
ARTIFICIAL  FLOWERS. 

To  manufacture,  buy  and  sell  artificial  flowers,  foliage,  feathers  and 
other  similar  articles. 

Form  358. 
ASBESTOS. 

To  manufacture  articles  of  commerce,  consisting  in  whole  or  in  part  of 
asbestos,  hair,  wool,  or  mineral  felt,  or  other  heat-insulating  materials. 

Form  359. 
ASSETS  REALIZATION. 

(1)  To  purchase  or  otherwise  acquire  and  deal  in  real  or  personal 
property  of  all  kinds,  and  in  particular  lands,  buildings,  hereditaments, 
business  concerns  and  undertakings,  mortgages,  charges,  annuities,  patents, 
licenses,  shares,  stocks,  debentures,  securities,  policies,  book  debts,  claims, 
and  any  interest  in  real  or  personal  property,  and  any  claims  against  such 
property  or  against  any  person  or  company,  and  to  carry  on  any  business 
concern  or  undertaking  so  acquired,  and- to  establish  and  carry  on  any 
business  (except  as  to  the  issuing  of  policies  of  assurance  on  human  life), 
which  may  seem  calculated  to  enhance  the  value  of  any  of  the  property 
or  rights  of  the  company,  or  to  facilitate  the  disposition  thereof.  (2)  To 
advance  or  lend  money,  securities,  or  assets  of  all  kinds  upon  such  terms 
as  may  be  arranged.  (3)  To  guarantee  the  payment  of  money  and  the 
performance  of  obligations  of  all  kinds,  and  generally  to  carry  on  all 
kinds  of  guarantee  business.  (4)  To  draw,  accept,  endorse,  and  make  and 
use  promissory  notes,  bills  of  exchange,  circular  notes,  and  other  negotiable 
or  transferable  instruments.  (5)  To  transact  and  carry  on  all  kinds  of 
agency  business,  and  in  particular  to  guarantee  rents  and  debts,  and 
negotiate  loans,  to  find  investments,  and  to  issue  and  place  shares,  stock, 
or  securities.  (6)  To  subscribe,  purchase,  or  otherwise  acquire  and  hold 
shares,  stock,  debentures,  ^r  securities  of  any  company  or  of  any  authority, 
supreme,  municipal,   local,  or  otherwise. 


SPECIFIC  OBJECT  CLAUSES.  401 

Form  360. 
ATHLETIC  CLUB. 

(1)  To  provide  an  athletic  ground  at  or  near ,  in  tbe  county 

of to  lay  out  and  prepare  such  ground  for  athletic  sport  and 

other  purposes  of  the  company,  and  to  provide  pavilions,  lavatories,  re- 
freshment rooms,  and  other  conveniences  in  connection  therewith,  and  with 
a  view  thereto  to  enter  into   (or  adoj)!)   an  agreement,  etc. 

(2)  To  promote  the  game  of  baseball,  football  and  other  athletic 
sports  and  pastimes. 

(3)  To  hold  or  arrange  baseball  and  other  matches  and  competitions, 
and  oflFer  and  grant,  or  contribute  toward  the  provision  of  prizes,  awards 
and    distinctions. 

(4)  To  subscribe  to,  become  a  member  of,  and  co-operate  with  any 
other  association,  whether  incorporated  or  not,  whose  objects  are  altogether 
or  in  part  similar  to  those  of  this  company. 

(5)  To  buy,  sell  and  deal  in  all  kinds  of  apparatus  and  all  kinds  of 
provisions,  liquid  and  solid,  required  by  persons  frequenting  the  com- 
pany's grounds. 

(6)  To  purchase,  take  or  lease,  or  otherwise  acquire  any  lands,  build- 
ings, easements  or  property,  real  and  personal,  which  may  be  requisite 
for  the  purpose  of  or  capable  of  being  conveniently  used  in  connection  with, 
any  of  the  objects  of  the  company. 

(7)  To  raise  money  by  subscriptions,  and  to  grant  any  rights  and 
privileges    to    subscribers. 

Form  361. 
AUCTIONEERS. 

To  carry  on  business  as  auctioneers,  house  agents,  land  and  estate  agents, 
appraisers,  valuers,  brokers,  commission  agents,  surveyors  and  general 
agents,  and  to  purchase  or  otherwise  acquire,  and  to  sell,  let,  or  other- 
wise dispose  of  and  deal  in,  personal   property   of  every  description. 

Form  362. 
AUDIT  COMPANY. 

To  examine  into  the  accounts  and  physical  and  financial  condition  of 
any  business,  reorganize  business  ventures  by  making  examinations  into 
their  accounts  and  physical  and  financial  condition  and  reporting  the  same 
to  those  interested  therein,  and  to  systematize  and  direct  or  give  directions 
for  the  systematizing  and  management  of  such  business,  and  to  do  all 
other  such  business  as  is  usually  done  by  an  auditing  company. 

Form  363. 
AUDITORS. 

To  keep,  examine,  audit,  analyze,  rejiort  upon  and  certify  to  the  books, 
accounts  and  records  of  individuals,  partnerships  and  other  corporations, 
and  instal  systems  of  accounting,  and  appraise  real  estate  and  other  prop- 


402   CORPORATION  FORMS  AND  PRECEDENTS. 

ertv,  and  the  transaction  of  a  general  auditing,  accounting  and  appraisal 
business. 

Form  364. 
AUTOGRAPHIC  REGISTERS. 

To  manufacture,  vend,  use,  and  license  others  to  manufacture,  vend  and 
use  autographic  registers  and  other  devices  useful  in  oflBces,  stores  and 
business  places  generally ;  to  print,  make  and  produce  stationery,  books 
and  other  articles  for  use  in  such  appliances  and  with  such  devices  or  that 
may  be  auxiliary  thereto;  to  acquire,  promote,  develop,  manufacture, 
vend,  use  and  license  others  to  manufacture,  vend  and  use  improvements 
and  inventions  in  such  apparatus,  devices,  stationery,  books  and  such 
auxiliary  articles,  and  the  tools  and  machinery  necessary  for  their  manu- 
facture, production  and  operation,  and  to  do  all  other  business  auxiliary 
and  apjjurtenant  thereto. 

Form  365. 
AUTOMATIC  TRANSFERS. 

To  purchase,  manufacture,  use,  sell,  lease,  and  license  others  to  make, 
use,  sell  and  lease  inventions  of  apparatus  and  mechanical  contrivances 
for  the  transfer  of  cash,  messages  and  packages  in  stores  and  other  build- 
ings, and  in  and  across  streets  and  highways,  between  buildings,  near  and 
remote,  and  to  manufacture,  buy,  let  and  sell  books,  stationery  and  sup- 
plies, and  any  and  all  materials  and  apparatus  of  a  protective,  conven- 
ient and  labor  saving  character  in  business  and  to  acquire,  develop  and 
improve  inventions,  devices  and  apparatus,  and  to  do  and  carry  on  any 
business  necessary  and  incidental  thereto. 

Form  366. 
AUTOMATIC  VENDING. 

To  purchase  from  time  to  time  letters  patent  of  the  United  States,  or 
the  right  and  license  to  use  for  certain  purposes  the  inventions  embodied 
in  certain  letters  patent  of  the  United  States,  heretofore  granted,  allowed, 
granted  or  issued,  or  which  may  be  hereafter  allowed,  granted  or  issued, 
which  may  be  deemed  useful  and  advantageous  in  carrying  out  the  further 
purposes  of  the  corporation  hereby  created,  as  hereinafter  set  forth  and  as 
incidental  thereto.  To  manufacture,  procure,  cause  or  license  to  be  manu- 
factured, automatic  selling  boxes  or  machines  embodying  such  inven- 
tions, or  a  part  thereof,  to  be  used  in  such  manner,  and  for  such  pur- 
poses, as  the  corporation  hereby  created  and  formed  shall  have  the  legal 
right  and  authority  to  use  or  license  the  same  to  be  used,  under  the  letters 
patent  of  the  United  States  purchased  or  licenses  acquired  by  it  as  afore- 
said. To  sell,  lease  or  license  to  be  used  or  manufactured  such  automatic 
selling  machines  or  boxes,  for  the  automatic  sale  and  delivery  by  means 
thereof  of  such  articles  of  merchandise,  as  the  corporation  hereby  formed 
and  created  shall  have  the  legal  right  and  authority  to  use  or  license  the 
same  to  be  used,  under  the  letters  patent  of  the  United  States  or  licensea 
to  be  acquired  by  it  as  aforesaid. 


SPECIFIC  OBJECT  CLAUSES.  403 

Form  367. 
AUTOMOBILES. 

To  manufacture  and  deal  in  automobiles,  motors,  bicycles  and  vehicles 
of  all  kinds  and  in  all  articles  and  supplies  used  in  connection  therewith. 

Form  368. 
AUTOMOBILES. 

To  buy,  sell,  lease,  store  and  repair  autoinubiieH  and  motor  vehicles  of 
all  descriptions  and  their  parts  and  accessories;  and  to  manufacture  and 
sell   automobile   tops,  bodies  and  other   automobile  parts. 

Form  369. 
AUTOMOBILES. 

To  manufacture  automobiles,  motor  boats  and  marine  engines,  and 
all  kinds  of  hardware,  machinery,  metal  castings,  electrical  appliances 
;ind  all  other  articles  from  metal  or  wood  or  both,  necessary  or  conven- 
ont  in  the  manufacture  of  said  automobiles  or  motor  boats  or  parts  inci- 
dent thereto. 

Form  370. 
AWNINGS. 

To  manufacture,  buy  and  sell  cotton  duck,  drills,  sheetings,  awning 
stripes,  bunting,  yarns,  cordage,  and  other  textile  fabrics,  awning  hard- 
ware and  supplies. 

Form  371. 
AWNINGS. 

To  manufacture  and  sell  window  blinds,  window  shades  and  awnings 
for  inside  and  outside  use  upon  houses  and  buildings  of  every  descrip- 
'. ion,  the  same  to  be  constructed  of  wooden  materials  or  of  any  other 
materials  or  both. 

Form  372, 
AXLES. 

To  manufacture,  buy,  soil  and  deal  in  axles,  castings,  implements,  tools, 
machinery  and  mechanical  appliances  and  articles;  to  manufacture,  bu7, 
sell  and  deal  in  iron  and  steel  in  all  forms,  and  in  all  articles  made  there- 
from ;  to  manufacture,  mine,  bore  for,  produce,  buy,  sell  and  deal  in  any 
articles  or  materials  used  in  the  manufacture  of  iron  or  steel  in  any  form, 
or  in  the  manufacture  of  any  article  made  therefrom ;  to  buy  and  sell 
other  merchandise,  and  to  conduct  such  other  business  as  may  be  inci- 
dental or  advantageous  to  the  manufacture  of  iron  or  steel,  or  of  any 
article  made  therefrom. 


404      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  373.  ! 

BAGGING. 

To  manufacture  bagging  and  other  articles,  to  purchase  and  sell  raw 
materials  used  in  the  manufacture  thereof,  and  machinery  and  property 
useful  and  convenient  in  such  manufacture,  to  acquire  by  purchase,  lease 
or  otherwise  mills  and  machinery  therefor,  in  the  states  of  the  United 
States  and  elsewhere,  and  in  general  to  do  all  such  things  as  may  tend 
to  promote  or  be  eflScient  in  the  conduct  of  the  business  of  the  manu- 
facture and  sale  of  bagging  throughout  the  United  States  and  elsewhere. 

Form  374. 
BAGS. 

To  manufacture  bags,  twines,  rope  and  cordage  from  burlap,  cotton, 
paper  and  other  suitable  material,  and  to  sell  such  articles  so  manufactured 
by  it. 

Form  375. 
BAKERS. 

To  carry  on  business  as  bakers  and  manufacturers  of  and  dealers  in 
bread,  flour,  biscuits  and  farinaceous  compounds  and  materials  of  every 
description.  To  construct,  acquire,  hire,  hold,  work,  let  and  sell  mills, 
factories,  bakehouses,  shops,  buildings,  machinery  and  appliances  suitable 
for  such  baking,  manufacturing  and  dealing. 

Form  376. 
BAKERY. 

To  manufacture,  buy  and  sell  bread,  cakes,  pies,  crackers,  biscuit,  pastry, 
ice-cream  and  other  food  products  and  all  kinds  of  pastry,  bread  stuffs 
and  other  similar  articles. 

Form  377. 
BAKERY. 

To  manufacture  and  sell  all  kinds  of  bread,  cakes,  pastries,  and  confec- 
tions, and  articles  of  like  kinds,  including  the  raw  materials,  ingredients, 
conserves  and  preserves  used  in  connection  with  such  manufacture  and  sale. 

Form  378. 
BALLOT  BOXES. 

To  hold,  purchase,  sell  or  otherwise  dispose  of  patents  and  patent  rights; 
to  manufacture  ballot  boxes  and  dispose  of  the  same  by  sale  or  other- 
wise, to  hold,  purchase  or  lease  such  real  estate,  not  exceeding  the  amount 
prescribed  by  law,  and  such  personal  property  as  may  be  necessary  or 
convenient  for  carrying  on  said  business. 


SPECIFIC  OBJECT  CLAUSES.  40L 

Form  379. 
BANANAS. 

To  plant,  cultivate,  produce  and  purchase  within  Nicaragua  and  else- 
where iu  tropical  and  semi-tropical  countries,  bananas,  oranges,  linics  and 
other  fruits,  spices,  nuts  and  vegetable  products,  and  to  transport  the  same 
to  and  in  the  United  States  and  elsewhere;  to  hire,  lease,  purchase,  own 
and  operate  plantations,  live  stock,  tools,  implements,  machinery,  steam- 
ships, cars  and  other  property  necessary  or  convenient  for  said  purpose; 
and  in  connection  therewith  and  in  aid  thereof,  to  establish  and  ton- 
duct  a  general  mercantile  and  planting  business  at,  within  and  from  the 
countries  aforesaid  or  any  of  them. 

Form  380. 
BAND. 

To  give  entertainments  and  concc-ts  and  furnish  music  for  hire. 

Form  381. 
BANKING. 

To  carry  on  in   the  business  of  banking  in  all  its  branches, 

and  to  transact  and  do  all  matters  and  things  incidental  thereto,  or 
which  may  at  any  time  hereafter  or  at  any  place  where  the  company  shall 
carry  on  business  be  usual  in  connection  with  the  business  of  banking  or 
dealing  in  money  or  securities  for  money.  To  invest  in  or  to  advance 
and  lend  money  on  real,  personal,  and  mixed  securities,  on  cash,  credit,  or 
other  accounts,  on  policies,  bonds,  debentures,  bills  of  exchange,  notes, 
letters  of  credit,  or  other  obligations,  on  the  deposit  of  title  deeds,  goods, 
wares,  and  merchandise,  bills  of  sale,  and  bills  of  lading,  delivery  orders, 
warehouseman's  certificates,  notes,  dock  warrants,  or  other  mercantile 
indicia  or  tokens,  bullion,  stocks  and  shares.  To  carry  on  the  business 
of  discounting  and  dealing  in  exchange,  specie  and  securities.  To  deal 
in,  weigh,  and  refine  precious  metals.  To  lend  money  on  the  security  of 
existing  or  future  produce.  To  act  as  agents  for  the  sale  and  purchase 
of  any  stocks,  shares,  or  securities,  or  for  any  other  monetary  or  mercantile 
transaction.  To  carry  on  business  as  capitalists  and  financiers.  To  nego- 
tiate or  pay  in  advance  coupons  and  interest  on  public  loans  or  securities. 
To  contract  for  public  and  private  loans,  and  to  negotiate  and  issue  the 
same.  To  act  as  agents  for  any  government  and  other  authority  and  for 
public  and  private  bodies  and  persons.  To  promote,  effect  insurance, 
guarantee,  underwrite,  participate  in,  manage  and  carry  out  any  issue, 
public  or  private,  of  state,  municipal  or  other  loans,  or  of  shares,  stock, 
debentures,  or  debenture  stock  of  any  company,  corporation  or  association 
and  to  lend  money  for  the  purposes  of  any  such  issue. 

(The  above  form  is  merely  suggestive.  Ranking  corporations  are  usually 
regulated  by  statutes,  which  prescribe  and  limit  their  powers  and  the  scope 
of  their  operations.) 


406       CORFORATION  FORMS  AND  PRECEDENTS. 

Form  382. 
BANKING. 

To  establish  and  carry  on  the  business   of  a  bank   whereof  the   head 

office  or  place  of  business  shall  bo  in ,  with  such  branches 

or  agencies  as  may  from  time  to  time  be  determined.  To  carry  on  tho 
business  of  banking  in  all  its  branches  and  departments  including  the 
borrowing,  leasing  or  taking  up  money;  the  lending  or  advancing  money, 
securities  and  property;  the  discounting,  buying,  selling  and  dealing  iu 
bills  of  exchange,  promissory  notes,  coupons,  drafts,  bills  of  lading,  war- 
rants, debentures,  certificates,  scrip,  and  other  instruments  and  securities, 
whether  transferable  or  negotiable  or  not;  the  creating  and  issuing  of 
letters  of  credit  and  circulating  notes;  the  buying,  selling  and  dealing  in 
bullion  and  specie;  the  acquiring,  holding,  underwriting,  and  dealing  with 
stocks,  funds,  shares,  debentures,  debenture  stock,  bonds,  obligations,  secur- 
ities and  investments  of  all  kinds;  the  negotiation  of  loans  and  advances;  the 
receiving  of  money  and  valuables  on  deposit,  or  for  safe  custody  or 
otherwise;  the  collecting  and  transmitting  of  money  and  securities;  the 
managing  of  property  and  transacting  of  all  kinds  of  agency  business 
commonly  transacted  by  banks.  Generally  to  purchase,  take  on  lease 
or  in  exchange,  hire,  or  otherwise  acquire  any  real  and  personal  property 
and  any  right  or  privilege  which  the  company  may  think  necessary  or 
convenient  with  reference  to  any  of  these  objects,  or  the  acquisition  of 
which  may  seem  calculated  to  facilitate  the  realization  on  any  securities 
held  by  the  company  or  to  prevent  or  diminish  any  apprehended  loss 
or  liability.  To  undertake  and  execute  any  trusts  the  undertaking  whereof 
may  seem  desirable,  and  also  to  undertake  the  office  of  receiver,  trustee 
or  auditor,  and  to  keep  for  any  company,  government  authority,  or  body, 
any  register  relating  to  any  stocks,  funds,  shares  or  securities,  or  to 
undertake  any  duties  in  relation  to  the  registration  of  transfers,  the  issue 
of  certificates,  or  otherwise, 

(See  note  to  preceding  form.) 

Form  383. 
BANKING. 

To  carry  on  the  business  of  banking  by  discounting  promissory  notes, 
negotiating  drafts,  bills  of  exchange  and  other  evidences  of  indebtedness; 
to  receive  deposits,  buy  and  pell  exchange,  bank  notes,  bullion  and  coin; 
to  loan  money  on  personal  and  other  security  and  to  do  a  general  banking 
business  under  the  laws  of  the  state  of 

BAERELS. 
See  Cooperage. 

Form  384. 

BASEBALL. 

To  lease,  own,  control  and  manage  grounds  for  giving  public  exhibitions 
of  baseball  and  other  field  games  and  outdoor  entertainments  of  all 
kinds,  manage  and  control  a  baseball  club  and  other  cIuIjs  for  playing  field 


SPECIFIC  OBJECT  CLAUSES.  407 

games  and  giving  entertainments  and  to  do  such  other  hnsiness  as  it  may 
engage  in  under  the  laws  of   

Form  385. 
BEDDING. 

To  iiuuiufacrture  and  deal  in  comfortables,  quilt  spreads,  bedding  and  all 
materials  j)ertainiug  thereto. 

Form  386. 

BICYCLE  MANUFACTURERS. 

(1)      To  acquire  and  take  over  as  a  going  concern,  the  undertaking  of  the 

and  all  or  any  of  the  assets  and  liabilities  of  that  company. 

(2)  To  carry  on  the  business  of  manufacturers  of  cycles,  bicycles,  tri- 
cycles, velocipedes  and  carriages  of  all  kinds  and  of  all  articles  and  things 
used  in  the  manufacture,  maintenance  and  working  thereof,  and  also  ail 
apparatus  and  implements  and  things  for  use  in  sports  or  games.  (3)  T>j 
carry  on  the  business  of  mechanical  engineers,  machinists,  fitterS;  mill- 
wrights, founders,  wire  drawers,  tube  makers,  metallurgists,  saddlers,  gal- 
vanizers,  japanners,  annealers,  enamellers,  electro-platers,  painters  and 
packing  case  makers.  (4)  To  buy,  sell,  repair,  alter  and  deal  in  appara- 
tus, machinery,  materials  and  articles  of  all  kinds  which  shall  be  capable 
of  being  used  for  the  purposes  of  any  business  herein  mentioned  or  likely 
to  be  required  by  customers  of  any  such  business. 

Form  387. 
BISCUITS. 

To  conduct  a  general  baking  business,  and  especially  to  bake  and  sell 
crackers,  cakes  and  biscuits,  and  to  do  any  and  all  manner  of  business  ap- 
pertaining to  a  bakery;  to  purchase  wheat,  corn,  oats,  rye  and  other 
grains;  to  manufacture  flour  and  other  products  of  such  grains;  sell  sucii 
(lour,  grains  and  products  thereof,  and  also  to  purchase,  lease  and  hold  real 
estate  and  personal  estate  for  the  purpose  of  such  business,  and  to  do  all 
things  that  may  be  necessary  in  said  business. 

Form  388. 
BLEACHING  AND  DYEING. 

To  dye,  bleach,  mercerize,  and  j)rint,  wool,  cotton,  silk,  jute,  and  linen 
in  warps,  skein,  yarn  and  piece  goods. 

Form  389. 
BOARD  OF  TRADE  FOR  MUNICIPAL  DEVELOPMENT. 

To   further   and   promote   the   general  business   interests    of   the   City   of 

, ,  and  to  improve,  extend  and  place  upon  a  SJifc 

and  more  permanent  foundation  the  general  business  and  manufacturing  in 
terests  of  said  city,  and  to  hold  such  real  estate  as  may  be  necessary  for  the 
Baid  purposes. 


408      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  390. 
BOILERS,    BLOW    PIPES    AND    ENGINES. 

To  manul'acture  blow  pipes,  engines,  boilers  and  machinery,  and  all 
articles  used  in  connection  therewith,  including  the  buying,  selling  d 
iitherwise  dealing  in  all  articles  of  a  similar  or  cognate  character. 

Form  391. 
BOILER  CLEANER. 

To  manufacture  boiler  cleaning  devices  and  more  especially  such  devices 
as  are  covered  by  letters  patent  to for  the  purpose  of  clean- 
ing boilers  by  electricity  or  otherwise;  to  buy,  sell,  rent  or  lease  all  such 
apparatus,  machines  and  appliances  as  may  be  necessary  for  the  purposes 
of  cleaning  boilers,  locomotives  and  engines  of  all  kinds  and  descriptions, 
such  as  are  run  by  steam;  and  to  hold,  own,  lease,  buy  and  sell  such 
machines  and  apparatus  in  all  foreign  countries  and  more  especially  under 

any  improvements  of  patents  granted  to   or  others  of  a  like 

nature;  to  buy,  sell,  and  hold  any  or  all  such  machines,  machine-shops, 
and  store  houses  as  may  be  necessary  for  the  manufacture  and  storage  of 
such  appliances  and  to  lease,  purchase  and  hold  such  real  and  personal 
property  as  may  be  necessary  for  the  successful  prosecution  of  said  busi- 
ness. 

Form  392. 
BOILERS. 

To  manufacture  evaporators,  boilers,  separators,  heaters,  condensers, 
dryers  and  any  part  or  parts  thereof,  and  articles  of  a  similar  character, 
and  to  buy  and  sell  such  articles. 

Form  393. 
BOILERS. 

To  manufacture,  buy,  sell,  deal  in,  deal  with,  handle,  repair,  construct 
■*  or  erect,  water  tube  boilers  for  stationary  and  marine  purposes,  and  any 
and  all  appurtenances  thereof;  to  manufacture,  buy,  sell,  deal  in,  deal 
with,  handle,  construct  or  erect  any  and  all  kinds  of  boilers,  engines, 
machinery,  tools,  implements,  motors,  castings  and  any  and  all  materials 
and  supplies  of  any  kind  or  character  connected  therewith  or  a  part  thereof; 
to  manufacture  iron,  steel,  copper,  lumber  and  any  other  materials,  and 
all  or  any  articles  consisting  or  partly  consisting  of  iron,  steel,  copper, 
wood  or  any  other  materials  and  all  or  any  products  thereof;  to  engage 
in  manufacturing  of  all  kinds,  and  to  manufacture  articles  of  any  and 
every  kind;  to  manufacture,  produce,  deal  in  and  handle  any  and  all 
kinds  of  machinery   and  mechanical   devices  of  every  kind  and  character. 

'  Form  394. 

BOLTS. 

To  manufacture  from  iron  or  steel  or  both,  or  from  any  other  metal, 
chapleta,  bolts,  nuts  and  other  articles  of  commerce  of  a  similar  character 
and  to  sell  such  articles  so  manufactured  by  it. 


SPECIFIC  OBJECT  CLAUSES.  409 

Form  395. 
BOOK  BINDERS. 

To  acquire  biiildinf^s,  inachiiiery,  tools,  types,  presses,  fixtures,  and 
materials  of  various  kinds,  suitable  for  printing  and  binding  books,  maga- 
zines, pamphlets  and  papers  of  every  description,  and  to  do  any  and  all 
acts  and  transact  any  and  all  business  that  shall  be  or  become  incident 
to,  or  arise  out  of,  or  be  connected  with  such  business  or  any  part  thereof, 
to  the  full  extent  that  the  same  shall  be  or  become  allowable  or  authorized 
under  the  statutes  of  this  state  now  or  hereafter  to  be  in  force. 

Form  396. 
BOOM 

To  construct  a  boom  or  booms  with  or  without  piers,  and  a  dam  or  dams; 
and   to    stop    and    secure    rafts,   logs,   masts,    spars,    staves,    railroad    ties, 

lumber  and  other  timbers  that  are  drifted  and  floated  out  of 

creek  in county 

Form  397. 
BOOM  AND  LUMBER. 

To  construct,  maintain  and  operate  one  or  more  booms  and  dams  from 

a  point  at  or  near  the  mouth  of creek,  on  the 

river  and  at  other  points  to  the  headwaters  of  said  river  together  with  all 
the  tributaries  thereof,  and  to  stop  and  secure  rafts,  logs,  timber,  lumber, 
and  other  floatablcs  thereon;  and  to  perform  upon  said  river  and  its 
tributaries   any   and   all   of   the   franchises   authorized   to   boom   and   dam 

companies  by  the  laws  of  the  state  of    ,  and  for  such  other 

operations,  purchases,  etc.,  as  may  be  lawful  and  necessary  to  the  economi- 
cal and  successful  working  of  the  enterprises;  and  further  to  buy  lands 
having  lumber  thereon  and  to  buy  timber  privileges  and  timber  standing  on 
the  lands  of  others;  to  buy  logs  and  convert  all  such  timber  and  logs  into 
lumber;  to  buy  timber  of  all  kinds  and  to  manufacture  doors,  sash,  frames 
for  doors  and  windows,  and  frames  for  houses,  headings,  staves,  and  bar- 
rels, and  other  kinds  of  wooden  vessels  and  handles  for  all  kinds  of  tools, 
utensils  and  implements,  and  furniture,  and  all  other  articles  manufactured 
from  wood;  to  gather  and  buy  tan  bark;  to  sell  and  dispose  of  all  such 
lumber,  furniture  and  other  articles  which  may  be  manufactured  by  said 
company,  and  such  tan  bark;  and  generally  to  carry  on  a  general  lumber 
business  and  manufacture  useful  articles  therefrom  and  sell  the  same; 
and  to  exercise  any  and  all  of  the  franchises  authorized  to  lumber  com- 
]>anies  by  the  laws  of  the  state  of   

Form  398. 
BOTTLES. 

To  manufacture,  buy,  sell  and  deal  in  corks,  sponges,  chamois,  glass 
bottles,  glass  ware,  metal  ware,  wooden  ware  and  other  articles  of  a 
similar  or  cognate  nature. 


410      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  399. 
BRASS  AND  IRON. 

To  manufacture  all  kinds  of  goods  whether  made  of  brass,  iron  or  steel 
or  other  substances,  used  by  plumbers,  steam  fitters,  gas  fitters,  boiler 
makers,  and  engine  builders,  and  any  other  articles  that  the  said  company 
may  desire,  and  to  sell  and  deal  in  the  same;  to  make  all  molds,  models, 
patterns  and  tools  necessary  or  useful  for  purposes  of  manufacturing; 
and  to  buy  and  deal  in  patents  pertaining  to  the  goods  manufactured  and 
to  sell  rights  thereunder  to  others ;  and  to  carry  on  a  general  manufacturing 
business. 

Form  400. 
BREWERY. 

(1)  To  acquire  and  take  over  as  a  going  concern  the  business  of 
brewers,    and    otherwise    heretofore   carried    on    under    the    firm    name    of 

" and  Company, "  at ,  in  the  County  of , 

and  elsewhere,  and  all  or  any  of  the  assets  and  liabilities  of  that  firm 
in  connection  therewith.  (2)  To  .carry  on  the  business  of  brewers  and 
maltsters  in  all  its  branches.  (3)  To  carry  on  any  of  the  business  of  hop 
merchants  and  growers,  malt  factors,  corn  merchants,  wine  and  spirit 
merchants  and  importers,  and  distillers,  coopers  and  bottlers,  bottle  makers, 
bottle-stopper  makers,  potters,  manufacturers  of  and  dealers  in  aerated 
and  mineral  waters,  and  other  drinks,  hotel  keepers,  restaurant  keepers, 
lodging-house  keepers,  ice  manufacturers  and  merchants,  tobacconists, 
farmers,  dairymen,  yeast  dealers  and  grain  sellers  and  dryers.  (4)  To 
carry  on  any  other  business,  whether  manufacturing  or  otherwise,  which 
may  seem  to  the  company  capable  of  being  conveniently  carried  on  in 
connection  with  any  of  the  above  businesses  or  objects,  or  calculated 
directly  or  indirectly  to  enhance  the  value  of  or  render  profitable  any  of 
the  company's  property  or  rights  for  the  time  being. 

Form  401. 
BRICK. 

To  buy,  lease  and  mine  fire  clay,  and  manufacture  and  deal  in  fire, 
paving  and  building  brick,  sewer  pipe,  tile  and  any  and  all  other  useful 
articles  that  may  be  made  in  whole  or  in  part  from  clay;  to  contract  for 
and  lay  brick  pavements  and  buy,  own  and  operate  steamers  and  barges 
in  connection  with  such  business,  and  generally  to  do  all  things  proper  and 
necessary  in  conducting  such  business. 

Form  402. 
BRICK,  CLAY  AND  CEMENT  COMPANY. 

To  mine,  quarry,  excavate  and  bore  for  silica  rock,  silica  sand,  kaolin 
clay  and  other  minerals  and  substances  incidentally  manufactured;  to 
manufacture  the  same  into  brick,  tile  and  other  manufactured  products, 
and  to  sell  the  same  in  crude  or  manufactured  form,  and  to  the  extent 
required  in  such  business,  to  purchase,  sell  and  lease  real  estate. 


SPECIFIC  OBJECT  CLAUSES.  411 

Form  403. 
BRIDGE  COMPANY. 

To  construct  and  maintain  a  liAi  bridge  from  the  City  of , 

County  of   ,    ,  across  the   Kiver  to 

in   tlio   county   of    ,  State  of    ,  tn 

collect  such  tolls  for  passage  over  the  same  as  may  be  lawfully  charged; 
and  to  do  all  other  things  incidental  or  necessary  thereto  or  that  may 
legally  be  done. 

Form  404, 
BROKERAGE. 

To  buy,  sell,  trade,  or  deal  in  any  kind  or  kinds  of  goods,  wares  and 
merchandise,  eSj^ecially  fruit  and  produce. 

Form  405. 

BROKERS. 

To  do  a  general  brokerage,  commission,  forwarding  and  export  business; 
to    buy,    sell    and    deal    in    all    kinds    of    commodities    dealt    in    upon    the 

Board  of   Trade  and  other  Boards  of  Trade  and   Exchanges; 

to  buy,  sell  and  deal  in  all  kinds  of  listed  and  unlisted  stocks,  bonds  and 
securities  on  commission. 

Form  406. 
BRASS. 

To  manufacture,  buy,  sell,  and  deal  in  plumbing  and  steamfitting  special- 
ties and  supplies,  hardware,  machinery  and  parts  of  machinery,  castings 
and  products  of  a  similar  or  cognate  character. 

Form  407. 
BRASS  FOUNDRY. 

To  conduct  a  brass  and  iron  foundry;  to  manufacture,  buy  and  sell 
tools,  machinery,  implements,  valves,  gauges,  fittings,  cocks,  steam  special- 
ties and  all  other  articles  of  a  similar  or  cognate  character. 

Form  408. 
BREWERIES. 

To  carry  on  business  as  brewers,  distillers  and  manufacturers  of,  and 
merchants  and  dealers  in  beer,  ale,  porter,  stout,  wines,- spirits,  aerated 
waters,  and  liquors  of  every  description,  whether  intoxicating  or  not,  and 
of  casuS,  bottles,  and  other  receptacles  for  the  same,  and  of  malt,  hops, 
grain,  meal,  yeast,  and  all  other  materials  and  things  capable  of  being 
used  in  connection  with  any  such  business  or  manufacture.  To  carry  on 
the  business  of  hotel,  tavern,  and  lodging-house  keepers,  caterers  and  pur- 
veyors of  refreshments  and  stores  of  every  description,  tobacconists,  car- 
riers and  livery  stable  keepers. 


412      CORPORATION  FORMS  AND  PRECEDENTS 

Form  409. 
BRUSHES. 

To  manufacture,  buy,  sell,  export,  and  import,  deal  in  and  deal  with 
all  kinds  of  brushes  and  other  articles  incident  to  the  making  of  brushes; 
to  manufacture,  buy,  sell,  deal  in  and  deal  with  machinery,  apparatus 
and  implements  of  every  kind,  character  and  description  pertaining  to  the 
making  and  manufacturing  of  brushes;  to  own,  operate  and  carry  on  one 
or  more  tanneries;  to  buy  and  sell  hides  and  skins;  to  tan  and  finish 
leather  of  all  classes  and  kinds;  to  buy  and  sell  leather;  to  buy  and  sell 
scrap  leather  and  the  by-products  of  tanning;  to  buy  and  sell  hair  of 
animals  of  every  kind  and  description;  and  to  buy  and  sell  fibre  of  any 
character  or  description;  to  engage  in  manufacturing  of  all  kinds  and  to 
manufacture  articles  of  any  kind  and  every  kind;  to  produce,  deal  iu 
and  handle  any  and  all  kinds  of  machinery  and  mechanical  devices  of  every 
kind  and  character;  to  manufacture,  buy,  sell  and  deal  in  and  deal  with 
chemicals  of  all  kinds  and  all  articles  and  things  used  in  the  manufacture, 
maintenance  and  working  thereof,  and  also  all  apparatus  and  implements 
and  things  for  use  either  alone  or  in  connection  with  the  products  of 
which  they  are  ingredients,  or  in  the  manufacture  of  which  they  are  a 
factor;  to  manufacture,  buy  or  sell  all  kinds  of  merchandise,  materials  and 
machinery,  and  to  carry  on  a  general  merchandise  business  of  buying  and 
selling;  to  act  as  manufacturers'  and  others'  agents  in  the  buying  and 
selling  of  all  kinds  of  goods  and  materials  in  foreign  countries,  as  well  as  to 
sell  all  kinds  of  goods  in  the  United  States. 

Form  410. 
BUCKLES. 

To  manufacture,  buy,  sell,  and  deal  in  buckles  and  other  appliances  for 
neckwear,  suspenders,  garters,  and  all  other  articles  of  ladies'  and  gentle- 
men's wear  for  which  such  appliances  may  be  adopted;  and  also  to  sell 
and  deal  in  such  real  property  as  may  be  necessary  to  the  successful 
prosecution  of  said  business. 

Form  411. 
BUILDING  COMPANY. 

To  own,  lease  and  operate  saw-mills,  to  purchase,  manufacture  and  sell 
lumber,  brick  and  other  building  materials,  to  build  and  repair  houses, 
boats  and  barges  and  other  structures,  to  build,  maintain  and  operate 
marine  ways  and  docks,  to  conduct  a  mercantile  business  in  connection  with 
said  operations.  And  to  purchase,  hold  and  lease  such  real  estate  as  may  be 
necessary  for  the  successful  operation  of  the  aforesaid  business. 

Form  412. 
BUILDING  EXCHANGE. 

To  promote  mechanical  and  incidental  interests  among  the  several  build 

ing  trades  in    and  vicinity;   to  establish  just  and  equitable 

principles  of  trade,  and  maintain  uniformity  in  the  letting  of  contracts 


SPECIFIC  OBJECT  CLAUSES.  413 

for  the  erection  of  buildings  in  the  aforesaid  city  and  vicinity;  to  acquire, 
preserve  and  disseminate  valuable  business  information;  to  adjust  as  far  as 
practicable,  controversies  and  misunderstandings  arising  between  individuals, 
firms  and  corporations  engaged  in  various  individual  pursuits  belonging 
to  the  building  trades,  and  to  provide  effective  means  for  the  prevention 
of  abuses  and  impositions  on  the  various  trades;  to  enforce  all  laws  whicli 
may  hereafter  be  enacted  for  the  protection  of  the  building  trades  and 
to  secure  by  all  lawful  means,  the  punishment  of  any  member  of  the  asso- 
ciation violating  such  laws  or  the  rules  of  the  association. 

Form  413. 
BUNGS. 

To  manufacture  lumber,  both  rough  and  dressed,  in  all  its  forms,  for 
building  or  any  other  use,  to  convert  the  same  into  bungs,  or  any  shape 
of  usefulness  or  demand,  to  buy  and  sell  timber,  lumber  and  its  products, 
to  deal  in  merchandise  and  materials  necessary  to  the  operating  of  a  band 
and  circular  saw  mill,  planing  mill  and  bung  factory,  and  to  own  barges 
necessary  for  the  transportation  of  such  products,  and  to  hold  and  convey 
real  estate  for  the  use  of  this  corporation,  to  cut  the  timber  therefrom, 
and  to  perform  any  and  all  operations  which  may  be  necessary  or  lawful 
thereto. 

Form  414. 
BUTCHERS. 

To  deal  i»,  buy,  sell  and  slaughter  cattle,  calves,  hogs,  sheep  and  live 
slock  generally,  and  to  manufacture  and  sell  the  products  thereof. 

Form  415. 
BUTTER  AND  CHEESE. 

To  manufacture,  buy  and  sell  at  wholesale  or  retail,  butter,  cheese  and 
other  merchandise. 

Form  416. 
BUTTONS. 

To  manufacture,  buy,  sell   and   deal   in  buttons  of  every   character  and 
}escription,  and   all   articles  or  products  useful   in   the  business  of   manu- 
.facturing,  buying,  selling,  and  dealing  in  buttons. 

Form  417. 
CABLE  COMPANY. 

To  buy,  own,  and  sell  existing  patents  for  operating  cable  motors,  to 
acquire  patents  for  cable  motors  and  improvements  thereon  as  from  time 
to  time  the  company  may  find  it  expedient,  and  to  sell  or  otherwise  dispose 
of  the  same  when  so  acquired;  to  build  all  machinery,  structures  or  roads 
necessary  to  operate  such  cable  system ;  to  allow  other  companies  or  indi- 


414   CORPORATION  FORMS  AND  PRECEDENTS. 

viduals  to  use  such  cable  system  upon  ?  royalty  for  a  term  of  years  at  such 
rents  and  on  such  terms  as  may  be  hereafter  agreed  upon  between  this  com- 
pany and  any  other  company,  individual  or  individuals. 

Form  418. 
CAMP  MEETING  ASSOCIATION. 

To  lay  out  and  beautify  a  tract  of  land  to  be  hereafter  acquired  either 
by  purchase  or  lease,  to  be  used  for  the  purpose  of  holding  camp  meetings, 
social  gatherings,  re-unions,  and  secular  meetings  of  all  kinds,  to  be  under 
such  rules  and  regulations  as  may,  or  shall  be  prescribed  from  time  to  time 
by  the  directors  of  the  said  association. 

Form  419. 
CANAL  CONSTRUCTION. 

To   enter   into  and  upon   and   undertake  the  performance   of   a  contract 

with  the Company  and  all  such  other  corporation  or  corporations, 

joint  stock  association  or  associations,  copartnerships  or  individuals,  as 
may  have  power  and  authority  to  enter  into  contracts  therefor,  for  the 
construction   of  parts,  sections,  portions,   or  the  whole  of  a  canal  through 

the   territory   of   the   republic   of    from   the   Atlantic   to  the 

Pacific  Oceans,  and  also  the  branches  or  lateral  canals  connected  therewith; 
and  to  furnish  labor,  skilled  and  unskilled,  and  materials  of  any  and  every 
description  therefor  together  with  all  that  is  in  any  way,  either  directly 
or  indirectly,  or  remotely  incidental  thereto.  To  acquire  by  purchase, 
devise,    demise,    gift    or    otherwise,    any    real    estate    in    the    Republic    of 

or   elsewhere,   which   may  be  deemed  necessary,  useful,  con- 

\enient,  or  profitable  in  respect  to  the  objects  aforesaid  or  any  or  either 
or  all  of  said  objects,  and  at  any  time  to  sell,  alienate,  lease,  charge  by  way 
of  hypothecation,  mortgage,  convey,  or  otherwise  dispose  of  said  real 
estate  or  any  part  thereof;  to  enter  into,  upon  and  undertake  the  perform- 
ance of  contracts  with  the  said   Company,  or  any  other  cor-. 

poration,  corporations,  joint  stock  company,  associations,  copartnerships, 
or  individuals,  to  carry  freight,  and  to  transmit  personal  property  of  any 
and  every  description;  to  dredge  either  in  or  about  said  canal,  its  branches 
or  lateral  canals  connected  therewith,  or  in  waters  directly  or  remotely 
adjacent  thereto,  or  to  either  or  any  of  them;  to  furnish  labor  of  every 
description,  skilled  and  unskilled,  and  materials  of  all  kinds,  including 
scows  and  vessels  operated  by  either  steam  or  any  other  method  of  pro- 
pulsion; to  contract  for  and  to  acquire  by  purchase  or  otherwise,  and  to 
buy,  sell,  hold,  ovsm,  lease,  construct,  enlarge,  repair,  complete,  equip, 
operate  and  aid  in  constructing,  extending,  enlarging,  repairing,  com- 
pleting, selling  or  otherwise  disposing  of  and  operating  canals,  railroads, 
horse  railroads,  electric  railroads,  railroad  bridges,  engines,  cars,  rolling 
stock,  and  other  railroad  equipment,  stores,  merchandise,  warehouses, 
telephone  and  telegraph  lines,  steamships  and  steamboats,  steamships  and 
steamboat  lines,  ships,  boats,  tugs,  lighters,  floats,  barges,  or  vessels  of 
any  nature  whatsoever  or  howsoever  moved  or  propelled,  which  may  be 
useful,  necessary  or  convenient  for  the  purposes,  together  with  all  build- 
ings, machine  shops  or  other  shops,  wharves,  docks,  piers,  landing  places, 


SPECIFIC  OBJECT  CLAUSES.  415 

elevators,  busincBs  houses,  dwelling  houses  or  other  useful,  necessary  or 
convenient  structures  or  buildings  upon,  adjoining,  or  in  any  way  con- 
nected with,  directly  or  remotely,  the  said  canal,  railway,  railway  branches 
or  lateral  canals  as  aforesaid,  at  any  point  or  points  where  the  said  canal 
or  railway  connects  with  the  waters  of  the  Atlantic  or  the  Pacific  Oceans, 
and  all  other  erections  necessary  and  appertaining  thereto,  with  full  and 
complete  power,  for  the  purpose  of  carrying  out  the  objects  aforesaid, 
to  contract  for,  buy,  acquire,  and  hold  and  sell  the  bonds,  stocks,  shares, 
obligations  or  securities  of  any  state,  government  or  local  government, 
authority  or  individuals,  and  of  any  corporation,  company,  association, 
firm  or  individual;  to  make  any  and  all  contracts  in  its  corporate  name 
in  connection  with  any  of  the  objects  aforesaid  of  any  character  which 
may  be  deemed  necessary;  to  trade  in  any  and  all  merchandise,  heavy 
and  light,  and  in  any  and  all  personal  property  between  the  ports  of  the 

United  States  and  elsewhere,  and  the  ports  of   either  on  the 

Atlantic  or  the  Pacific  coasts;  such  merchandise  and  personal  property 
in  which  the  said  trading  may  be  done  shall  include  any  and  all  personal 
property  of  any  description  which  may  be  legally  made  the  subject  of  barter 
and  sale. 

Form  420. 
CANNED  GOODS. 

To  buy,  sell  and  pack  canned  goods  for  food;  to  buy,  construct  and 
operate  factories  for  the  manufacture  of  canned  goods  for  food;  to  do 
all  other  acts  necessary  or  incidental  to  the  conducting  of  the  canned 
goods  business,  such  as  the  manufacture  of  cans,  raising  or  growing  crops 
for  canning,  and  to  buy,  rent  or  lease  real  estate  for  any  or  all  of  these 
purposes. 

Form  421. 
CANNED  GOODS. 

To  preserve  fruits,  vegetables,  meats  and  other  articles  of  food  in 
hermetically  sealed  cans;  to  preserve,  evaporate,  can  and  pickle  meats,  all 
kinds  of  fruit  and  vegetables  of  the  farm,  garden,  or  orchard;  to  buy 
and  sell  the  same;  and  generally  to  deal  in  other  articles  and  conduct 
all  necessary  business  connected  or  incident  to  these  purposes;  to  buy 
and  sell  merchandise  of  any  kind,  separately  or  in  connection  with  the 
above  purposes;  and  to  acquire  and  hold  such  real  estate  as  is  necessary 
for  the  purposes  of  its  business;  and  to  manufacture,  buy  and  sell  cans 
and  tinware  generalh'. 

Form  422. 
CANNERY. 

To  purchase,  can,  jar,  and  preserve  vegetables,  fruits  and  edible  grains 
in  wooden,  tin,  or  glass  cans  or  jars;  to  purchase  and  manufacture  wooden, 
tin,  or  glass  cans  or  jars,  and  any  and  all  materials  that  may  be  necessary 
to  the  carrying  on  of  the  said  canning,  jarring,  and  preserving  business; 
and  to  soil  the  said  vegetables,  fruits  and  edible  grains  in  cans,  jars  or 
preserves. 


416   CORPORATION  FORMS  AND  PRECEDENTS. 

Form  423. 
CAR  BRAKES. 

To  manufaeture,  use,  sell,  lease,  rent,  or  contract  for  the  manufacture, 
use,  sale,  lease  or  rental  of  car  brakes  and  all  mechanical  or  other  appara- 
tus, machinery  and  implements  for  applying  and  operating  brakes  on  cars, 
and  to  acquire,  purchase,  hold  and  sell  patent  rights  relating  to  the  same, 
and  to  hold,  buy,  sell,  lease,  mortgage  and  deal  generally  in  such  real 
and  personal  estate  as  may  be  necessary  and  as  may  legally  be  done  in 
the  prosecution  of  said  business,  and  to  sell  rights  and  grant  licenses  under 
any  United  States  letters  patent  which  may  be  acquired  by  the  said 
corporation.  » 

Form  424. 
CAR  HEATING. 

To  manufacture,  sell  and  lease  steam  heating  machinery  and  appliances 
under  various  letters  patent  of  the  United  States  and  other  countries  and 
otherwise,  and  to  acquire  the  ownership  and  control  of  such  letters  patent, 
and  to  sell  and  lease  territory  rights  and  machinery  under  such  letters 
patent,  and  to  do  a  general  steam  heating  business,  and  the  business  of 
manufacturing  steam  heating  apparatus  and  appliances,  also  similarly  for 
lighting  and  ventilating  railroad  cars  and  steamboats,  and  the  operation 
of  brakes  upon  railroad  trains,  by  the  use  of  electricity;  to  buy  and 
acquire,  and  sell  and  dispose  of,  btters  patent,  rights,  licenses  and  privi- 
leges for  the  aforesaid  purposes,  and  to  pledge,  mortgage  or  otherwise 
dispose  of  such  property,  real  and  personal,  as  may  be  necessary  or  con- 
venient for  the  prosecution  of  any  or  all  of  the  above  mentioned  objects. 

Form  425. 
CARPET. 

To  carry  on  the  manufacture  of  carpet  yarns,  carpets  and  similar  fabrics 
made  from  wool  and  other  fibers. 

Form  426. 
CARRIAGE  WORKS. 

To  manufacture,  build  and  construct,  alter,  repair,  paint  and  finish 
wagons,  carriages,  wheels,  automobile  bodies,  tops,  wind  shields  and  slip 
covers,  and  accessories  thereto  and  to  sell  and  exchange  the  same. 

Form  427. 
CASTINGS. 

To  manufacture  castings  and  forgings  and  other  similar  articles  of 
iron  or  steel  or  both,  or  of  any  other  metal,  and  to  sell  such  articles  so 
manufactured  by  it. 


SPECIFIC  OBJECT  CLAUSES.  417 

Form  428. 
CATTLE  FOOD. 

To  manufacture  and  sell  foods  for  cattle  and  poultrj,  and  other  foods, 
and  to  transact  all  lawful  business  arising  out  of  the  same,  together  with 
the  manufacture  and  sale  of  such  other  useful  articles,  not  prohibited  by 
law,  as  may  from  time  to  time  be  determined  upon. 

Form  429. 
CEMENT  MERCHANTS. 

To  carry  on  all  or  any  of  the  businesses  of  manufacturers  of  and  dealers 
and  workers  in  cement  and  other  kindred  substances,  lime,  plasters,  whiting, 
clay,  gravel,  sand,  minerals,  earth,  coke,  fuel,  artificial  stone,  and  builders' 
requisites  and  conveniences  of  all  kinds,  and  of  engineers,  ship,  barge, 
lighter,  and  truck  owners,  quarry  owners,  builders  and  general  contractors. 

Form  430. 
CEMENT. 

To  manufacture,  buy,  sell  and  deal  in  cement  of  all  kinds,  lime, 
limestone,  plaster  and  natural  and  artificial  stone;  and  to  erect,  or  buy,  lease 
or  otherwise  acquire  manufactories,  kilns  and  buildings;  to  build,  maintain 
and  operate  manufactories,  kilns,  warehouses,  and  depots  for  manufacturing 
and  storing,  buying,  selling  and  dealing  in  cement  and  other  products,  and 
to  transport,  or  cause  to  be  transported  the  same,  and  to  do  any  and  all 
things  incidental  thereto  and  necessary  and  proper  to  be  done  in  connection 
with  the  matters  and  things  aforesaid  or  any  of  them. 

Form  431. 
CEMETERY  AND  CREMATORIUM. 

To   purchase   or   otherwise   acquire,   or   to   construct,   lay   out,   fence  and 

maintain  one  or  more  cemeteries  at    and  elsewhere,  'and  to 

use  or  permit  the  same  to  be  used  for  the  burial  therein  of  human  remains. 
To  build,  provide,  fit  up,  equip  and  maintain  one  or  more  crematories,  and 
to  use  or  permit  the  same  to  be  used  for  the  cremation  of  human  remains, 
and  to  provide  urns  and  other  suitable  receptacles  for  such  remains  when 
cremated. 

Form  432. 
CEREALS. 

To  manufacture  the  products  and  by-products,  mixtures  and  com- 
pounds of  corn,  sugar,  feeds,  rice,  sorghum,  sago,  wheat  and  other  cereals 
and  vegetables,  and  any  article  consisting,  or  partly  consisting  thereof. 

To  buy  and  sell  or  otherwise  to  deal  or  traffic  in  corn,  feeds,  rice,  sorghum, 
sago,  wheat  and  other  cereals  and  vegetables,  and  any  and  all  of  the  prod- 
ucts and  by-products  thereof,  and  any  mixtures  or  compounds  thereof,  and 
articles  consisting  or  partly  consisting  thereof  j  and  also  to  buy  and  sell  or 


418   CORPORATION  FORMS  AND  PRECEDENTS. 

otherwise  deal  or  traffic  in  glucose,  starches,  sugar,  syrups,  oils,  chemicals  and 
any  and  all  of  the  products  or  by-products  thereof,  or  any  article  consisting, 
or  partly  consisting  therof,  or  any  mixtures  or  compounds  thereof. 

Form  433. 
CEREAL  PRODUCTS. 

To  buy,  manufacture,  sell,  import,  export  and  generally  handle  and  deal 
in  flour  and  feed  and  all  other  products  of  grain  and  other  cereals. 

Form  434. 
CHAIRS. 

To  manufacture  and  sell  chairs,  and  furniture  and  seats,  backs  and  arms 
for  chairs,  sofas,  settees,  benches,  car  and  other  vehicle  seats,  and  also 
cushions  and  cushioned  seats,  backs  and  arms  for  the  same,  and  also  panels 
for  decorative  and  other  purposes. 

Form  435. 
CHEMICALS. 

To  carry  on  the  business  of  chemists,  druggists,  dry-salters,  oil  and  color 
men,  importers  and  manufacturers  of,  and  dealers  in  pharmaceutical,  medic 
inal,  chemical,  industrial  and  other  preparations  and  articles,  compounds, 
cements,  oils,  paints,  pigments,  varnishes,  drugs,  dyeware,  paint  and  color 
grinders,  makers  and  dealers  in  proprietary  articles  of  all  kinds,  and  of 
electrical,  chemical,  photographic  supplies,  toilet  articles,  physicians  and 
hospital  supplies,  surgical  and  scientific  apparatus  and  materials. 

Form  436. 
CHEMICALS. 

To  manufacture,  buy,  sell  and  deal  in  chemicals,  chemical  compounds  and 
chemically  prepared  proprietary  articles. 

Form  437. 
CHEMISTS. 

To  carry  on  the  businesses  of  chemists,  druggists,  drysalters,  oil  and  color- 
men,  importers  and  manufacturers  of  and  dealers  in  pharmaceutical,  medic- 
inal, chemical,  industrial,  and  other  preparations  and  articles,  compounds, 
cements,  oils,  paints,  pigments  and  varnishes,  drugs,  dyeware,  paint  and 
color  grinders,  makers  and  dealers  in  proprietary  articles  of  all  kinds,  and 
of  electrical,  chemical,  photographical,  surgical,  and  scientific  apparatus  and 
materials.  To  buy,  sell,  manufacture,  refine,  manipulate,  imi)ort,  export, 
and  deal  in  all  substances,  apparatus,  and  things  capable  of  being  used  in 
any  such  business  as  aforesaid,  or  required  by  any  customers  of  or  persons 
having  dealings  with  the  company,  either  by  wholesale  or  retail. 


SPECIFIC  OBJECT  CLAUSES.  419 

Form  438. 
CHEWING  GUM. 

To  manufacture,  prepare,  compound,  purchase,  sell  and  deal  in  candies, 
chewing  gum,  confections  and  other  foods  and  masticatories,  and  the  ma- 
chinery, devices,  boxes,  packages,  wrappings  and  supplies  suitable  to  the 
same,  and  to  purchase,  hold,  vend  and  license  patents,  patent  rights  and 
trade  marks  on  the  said  articles. 

Form  439. 
CHINA. 

To  manufacture  and  deal  in  china  ware,  porcelain  ware,  semi-porcelain 
ware,  parian  ware,  iron  stone  china,  tile,  tiling,  and  other  kinds  of  crockery 
and  pottery;  to  market,  deal  in  and  transport  glass,  minerals  and  other 
articles  used  in  the  manufacture  of  crockery  and  pottery;  and  to  deal  in 
patents  and  patent  rights  pertaining  to  crockery  and  pottery  and  to  buy 
and  sell  merchandise  generally. 

Form  440. 
CHROMATIC  PRINTING. 

To  carry"  on  the  business  of  chromatic  or  other  printing;  to  construct, 
lease  and  sell  machines  and  improvements  in  machines  relating  thereto;  to 
acquire  inventions  and  patent  rights  relating  to  the  said  business;  to  deal 
in  the  same  and  to  grant  rights  thereunder;  and  generally  to  transact  any 
business  pertaining  to  chromatic  or  other  printing. 

Form  441. 
CHROME. 

To  acquire,  own,  hold  and  operate,  lease  and  let  chrome  iron  ore  mines, 
properties  and  deposits,  proper  for  the  object  of  its  incorporation,  or  mine 
properties  and  deposits  of  iron  ore  or  other  substances  containing  chrome  in 
any  proportions,  and  to  mine  chrome  iron  ore,  or  iron  ore,  or  other  sub- 
stances containing  chrome  in  any  proportion,  and  to  reduce  and  convert  such 
ore  and  substances  into  bichromate  of  potash,  and  other  compounds,  com- 
binations, mixtures,  solutions  and  chemicals  of  chrome,  or  into  which  chrome 
may  in  any  manner  enter,  and  the  extraction  of  chrome  or  any  of  its  com- 
pounds, mixtures,  solutions,  combinations  and  chemicals  from  such  ore  and 
substances,  and  the  extraction  of  any  other  valuable  or  useful  ingredients 
from  such  ore  or  substances  and  the  manufacture  and  sale  of  such  bichro- 
mate of  potash  and  any  compounds,  mixtures,  solutions,  combinations  and 
chemicals  of  chrome  and  other  ingredients  of  such  ore  and  substances,  and 
the  maintenance  of  such  means,  factories,  buildings,  machinery,  furnaces 
and  appliances,  and  the  use  thereof,  as  shall  be  necessary,  desirable,  con- 
venient or  proper  to  carry  out  the  purposes  of  said  company. 


420      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  442. 
CIGAR  BOXES. 

To  manufacture  and  sell  cigar  boxes,  lock  corner  boxes,  cigar  box  lumber, 
mill  work  in  wood,  and  wood  specialties. 

CIGARS. 

See  Tobacco. 

Form  443. 
CLAY  PRODUCTS. 

To  manufacture  and  sell  fire-clay,  shingles,  pressed  brick  and  any  other 
articles  made  out  of  clay. 

Form  444. 
CLEANSING. 

To  clean  and  renovate  textile  fabrics,  household  furniture  and  public  and 
private  buildings  by  the  use  of  compressed  air  machines. 

Form  445. 
CLOTHING. 

To  manufacture,  repair  and  sell  ladies',  misses'  and  children's  wearing 
apparel. 

Form  446. 

CLOTHING  MANUFACTURERS. 

To  manufacture  and  sell  as  custom  tailors  wearing  apparel  for  men  and 
women. 

Form  447. 
CLUB. 

To  purchase,  own,  refit  and  improve  a  building  or  buildings  already  con- 
structed in  the  city  of or  to  erect  and  maintain  a  building  or 

buildings  in  said  city,  a  part  thereof  to  be  used  as  a  hall  for  the  accommo- 
dation of  assemblies  and  lectures,  musical,  literary,  social  and  other  enter- 
tainments, and  scientific  and  other  exhibitions,  and  parts  thereof  to  be  used 
for  reading  rooms,  billiards  and  dining  rooms,  and  for  ten  pin  alleys,  and 
for  the  further  purpose  of  furnishing  or  providing  for  such  lectures,  enter- 
tainments and  exhibitions;  to  carry  on  and  keep  up  a  billiard  room  and  ten- 
pin  alley  and  to  own  sufficient  real  estate  in  said  city  to  carry  out  the  pur- 
poses hereinbefore  expressed.  ; 

Form  448. 
COACH  AND  WAGON  BUILDERS. 

To     carry     on     the    business     of    wagon     or     railway     or     other     coach 
builders,    carriage,    car,    cart    and    dray    or    other    vehicle    builders,    iron 


SPECIFIC  OBJECT  CLAUSES.  421 

founders,  mechanical  engineers  and  manufacturers  of  implements  and  ma- 
chinery, iron  and  brass  founders,  metal  workers,  boiler  makers,  millwrights, 
machinists,  smiths,  wood  workers,  builders,  painters,  engineers,  gas  makerp, 
and  general  merchants.  To  buy,  sell,  manufacture,  repair,  convert,  leaao, 
let  on  hire,  and  deal  in  any  or  all  of  the  above-mentioned  articles  or  things. 

Form  449. 
COACH. 

To  own  and  operate  a  lino  or  lines  of  coaches  or  carriages,  drawn  by 
horses  or  mules,  for  the  transportation  of  passengers  and  packages  for  hire 
and  to  acquire  by  lease  or  purchase  ail  property  real  and  personal,  necessary 
in  the  conduct  of  such  business,  and  to  do  such  other  things  as  are  incident, 
proper  and  necessary  to  the  successful  operation  of  the  business  aforesaid. 

Form  450. 
COAL. 

To  mine,  transport,  and  sell  coal,  to  manufacture,  transport  and  sell  coke 
and  the  by-products  thereof,  and  for  this  purpose  to  acquire  and  dispose  of. 
buy,  sell,  lease,  or  otherwise  buy  real  estate,  buildings,  machinery  and  irr- 
provements  necessary  or  convenient  in  the  conduct  of  the  said  business. 

Form  451. 
COAL. 

To  mine,  prepare  for  market  and  sell  fire-clay,  coal,  coke  and  other  coal 
products,  with  the  right  to  sell,  lease,  exchange  or  otherwise  dispose  of  its 
real  estate  by  action  of  its  board  of  directors,  without  prior  action  of  its 
stockholders. 

Form  452. 
COAL. 

To  mine,  sell  and  ship  coal  and  other  minerals  incidentally  developed;  to 
manufacture,  sell  and  ship  coke  and  its  by-products;  to  purchase,  lease  and 
hold  in  fee  simple  or  upon  royalty  or  rental  or  otherwise,  and  to  sell,  lease 
or  otherwise  dispose  of,  coal  and  coal  lands  and  other  real  and  personal 
property  necessary  or  convenient  in  the  transaction  of  said  business,  and  to 
do  such  other  business  as  may  be  incidental  to  the  business  of  the  said  com- 
pany, with  the  right  to  sell,  lease  or  release  any  and  all  of  its  real  estate  by 
vote  of  its  directors  without  the  consent  of  its  stockholders. 

Form  453. 
COAL,  IRON  AND  STEEL. 

To  carry  on  the  trades  or  businesses  of  iron  masters,  steel  makers,  steel 
converters,  colliery  proprietors,  coke  manufacturers,  miners,  smelters,  engi- 
neers, tin-plate  makers,  and  iron  founders,  in  all  their  respective  branches. 
To  search  for,  get,  work,  raise,  make  merchantable,  sell  and  deal  in  iron, 


422   CORPORATION  FORMS  AND  PRECEDENTS. 

poal,  ironstone,  brick-earth,  bricks,  and  other  metals,  minerals  and  sub- 
stances, and  to  manufacture  and  sell  patent  fuel.  To  carry  on  business  as 
manufacturers  of  chemicals  and  manures,  distillers,  dye  makers,  gas  makers, 
metallurgists,  and  mechanical  engineers. 

Form  454. 
COAL  AND  COKE. 

To  mine  coal,  manufacture  coke  and  ship  and  sell  the  same,  to  buy,  lease 
and  hold  coal  and  mineral  lands,  for  the  purposes  aforesaid;  to  buy  and  sell 
goods,  wares  and  merchandise,  and  to  do  a  general  mercantile  business  and 
all  other  things  incidental  or  auxiliary  to  the  transaction  of  a  general  coal 
and  coke  business. 

Form  455. 
COAL  AND  IRON. 

To  mine  coal,  iron  ore  and  other  minerals;  to  manufacture  and  sell  coke, 
iron,  steel  and  other  metals  and  articles  composed  wholly  or  partly  of  iron 
or  steel  or  other  minerals;  to  erect  and  operate  furnaces,  rolling  mills, 
forges,  foundries,  pipe  works,  and  all  machinery,  fixtures,  buildings,  struct- 
ures, and  appliances  that  may  be  necessary  for  the  conduct  of  its  business; 
to  quarry  limestone  and  other  stone,  bore  for  salt  and  dig  clay  and  sand: 
to  manufacture  and  prepare  in  any  way  the  production  of  such  operations 
for  market  or  for  its  own  use;  to  acquire,  purchase,  lease  or  control  lands, 
mining  rights  and  privileges,  timber  and  timber  rights,  water  and  water 
power  and  privileges  and  such  other  property,  real  or  personal,  and  such 
other  rights,  and  interests  in  lands  and  other  property  as  may  be  required 
in  the  conduct  of  its  business;  to  sell,  lease,  or  otherwise  enjoy  or  dispose 
of  said  land  or  other  property,  rights  and  privileges;  to  lay  out  lands  owned 
by  it  in  the  neighborhood  of  its  works  into  parcels  or  lots,  and  to  improve 
such  lands  by  the  erection  thereon  of  dwellings,  stores,  and  other  buildings, 
and  to  lease  and  sell  such  lots  and  buildings;  to  erect  and  maintain  harbors, 
dams,  reservoirs,  pipe  lines,  and  other  works  for  the  purposes  of  its  business 
and  to  supply  water  to  towns  and  buildings  at  or  near  the  place  or  places 
where  its  business  is  carried  on ;  to  make  and  use  roads,  highways,  railroads 
and  tramways  in  connection  with  its  operation;  to  build  vessels  and  ships 
and  operate  the  same  for  the  purpose  of  transporting  its  products  to  mar- 
ket; and  to  carry  on  in  connection  with  any  or  all  of  the  said  purposes  the 
business  of  buying  and  selling  goods,  wares  and  merchandise  and  of  doing 
and  transacting  all  business  properly  connected  with  or  incidental  to  any 
or  all  of  said  purposes. 

Form  456. 
COAL  AND  IRON. 

To  manufacture  iron  or  steel  or  both,  or  any  other  metal,  or  any  article 
of  commerce  from  wood  or  metal  or  both,  and  said  corporation  shall  have 
the  right  to  purchase,  lease,  hold,  mortgage  and  sell  real  estate  and  mineral 
rights,  to  prove  and  open  mines,  to  mine  and  prepare  for  market  or  for  its 
own  use  and  consumption,  coal,  iron  ore  and  other  minerals,  and  to  erect  and 


SPECIFIC  OBJECT  CLAUSES.  423 

construct  furnaces,  forgefi,  mills,  foundries,  manufactories  and  such  other 
improvements  and  erections  as  it  may  de«m  necessary,  and  to  manufacture 
I'ron  or  steel,  or  any  other  metal,  or  either  thereof,  in  all  shapes  and  forms, 
and  either  of  these  metals  exclusively,  and  in  combination  with  other  motah 
or  with  wood,  and  to  transport  all  of  said  articles  or  any  of  them  to  market, 
and  to  dispose  of  the  same. 

Form  457. 
COFFEES. 

To  manufacture,  buy,  sell  and  deal  iu  coffees,  teas,  sj)iccs  and  condiments 
of  all  kinds  and  descriptions. 

Form  458. 
COLD  STORAGE. 

To  manufacture  ice  for  sale,  and  the  cold  storage  or  freezing  of  j)erish- 

able  merchandise;  to  provide  a  plant  capable  of  manufacturing 

tons  of  ice  daily,  or  such  other  amount  of  ice  as  the  business  of  the  com- 
pany may  require;  to  provide  cold  or  other  storage  rooms,  and  such  addi- 
tional cold  and  general  storage  capacity  as  may  be  deemed  adN-isable  or 
necessary  to  the  successful  conduct  of  the  business  of  caring  for  and  freez- 
ing perishable  goods,  and  to  do  a  general  storage  business;  to  furnish  cold 
air;  to  acquire  such  real  and  personal  property  as  the  Vjusiness  of  the  com- 
pany may  require;  and  to  do  any  and  all  things  necessary  or  incidental  to 
the  successful  conduct  of  the  business  aforesaid,  including  the  advancing  of 
money  on  M-arehouse  receipts  or  otherwise. 

Form  459. 
COLD  STORAGE.      . 

To  establish  and  maintain  a  system  of  refrigeration  by  which  the  public 
may  obtain  materials  for  refrigerating  purposes  through  pipes  or  conduits 
from  central  stations,  and  in  furtherance  of  said  business,  to  establish  and 
maintain  a  warehouse  or  warehouses  for  the  storage  of  merchandise. 

Form  460. 
COLLECTION  AGENCY. 

To  conduct  the  business  of  an  agent  in  the  collection,  adjustment,  com- 
promise and  settlement  of  debts,  demands,  accounts,  estates  and  claims  of 
all  kinds,  including  damage  claims,  and  also  the  business  of  credit  reporting. 

Form  461. 
COLLEGE. 

To   establish   and   maintain   an   institution   of   learning  at    

under  the  auspices  and  direction  of  the   '.   Association,  for  the 

instruction  of  students  in  the  various  branches  of  a  thorough  and  liberal 
education,  literary,  scientific  and  ornamental,  with  authority  to  confer  de- 


424   CORPORATION  FORMS  AND  PRECEDENTS. 

grees  and  grant  diplomas  to  such  persons  as  shall  in  their  judgment  merit 
the  same,  and  to  acquire,  hold  and  control  such  real  and  personal  property 
as  may  be  necessary,  subject  to  the  limitations  of  law,  for  the  proper  equip- 
ment of  said  college. 

Form  462. 
COLLEGE  OR  SCHOOL. 

To  establish  and  carry  on  at  a  school,  (or  college)  where 

students  may  obtain  on  moderate  terms  a  classical,  mathematical  and  gen- 
eral education. 

To  provide  for  the  delivery  and  holding  of  lectures,  exhibitions,  public 
meetings,  classes  and  conferences  calculated  directly  or  indirectly  to  advance 
the  cause  of  education,  whether  general,  professional  or  technical. 

Form  463. 
COLLIERIES. 

•  To  purchase,  lease  and  otherwise  acquire,  exchange,  hold  and  develop  coal 
lands  and  other  real  estate  and  property  necessary  and  convenient  for  the 
purpose  of  the  organization  and  business  of  the  corporation,  and  to  mine 
coal  and  such  other  materials  as  may  be  incidentally  developed,  and  to 
manufacture  coke,  and  other  products  of  such  minerals,  and  to  ship  and  sell 
the  same,  and  to  purchase,  acquire,  erect,  hire  and  maintain,  all  rolling  stock, 
boats,  barges,  plants  and  machinery  and  other  property  necessary  and  con- 
venient for  the  carrying  on  of  said  business,  with  the  right  to  sell,  lease  or 
release  any  or  all  of  its  real  estate  by  vote  of  its  directors  without  the  con- 
sent of  its  stockholders. 

Form  464. 
COLLIERY. 

To  acquire,  own,  lease,  occupy,  use  or  develop  any  lands  containing  coal; 
to  mine  or  otherwise  to  extract  or  remove  coal  from  any  lands  owned,  ac- 
quired, leased  or  occupied  by  the  company,  or  from  any  other  lands;  to 
manufacture,  buy  and  sell,  or  otherwise  to  deal  and  traffic  in  coke  and  any 
and  all  by-products  of  coal,  and  generally  to  buy  and  sell,  or  otherwise  to 
deal  or  traffic  in  coal,  coke,  wood,  lumber,  stone  and  other  materials,  and 
any  of  the  products  thereof. 

Form  465. 
COLONIZATION. 

(1)      To  purchase  or  otherwise  acquire  any  landed  property  in  the  State 

of    ,   in  the  United   States  of  America,  and   in  particular  an 

estate  known  as   (2-)     To  develop  the  resources  of  and  turn 

to  account  the  lands,  buildings,  and  rights,  for  the  time  being  of  the  Com- 
pany in  such  manner  as  the  Company  may  think  fit,  and  in  particular  by 
clearing,  draining,  fencing,  planting,  building,  improving,  farming,  grazing, 
mining,  and  by  promoting  immigration,  establishing  towns,  villages,  and 
settlements.     (3)     To  carry  on  the  business  of  farmers,  graziers,  meat  and 


SPECIFIC  OBJECT  CLAUSES.  425 

fruit  preservers,  brewers,  planters,  miners,  metallurgists,  quarry  owners, 
brickmakers,  builders,  contractors  for  the  construction  of  works,  both  public 
and  private,  merchants,  importers  and  exporters,  printers,  publishers,  bank- 
ers, ship  builders,  ship  owners,  brokers  and  any  other  business  which  may 
seem  calculated,  directly  or  indirectly,  to  develop  the  Company  's  property. 
(4)  To  construct,  carry  out,  support,  maintain,  improve,  manage,  work, 
operate,  control,  and  superintend  railways,  tramways,  docks,  harbours,  piers, 
wharves,  canals,  reservoirs,  embankments,  irrigation,  reclamation,  improve- 
ment, sewage,  drainage,  sanitary,  water,  gas,  electric  light,  telegraphic,  tele- 
phonic, and  power  supply  works,  and  hotels,  warehouses,  markets  and  public 
buildings,  and  all  other  works  or  conveniences  of  public  utility,  exchanges, 
churches,  baths,  chapels,  parks,  schools,  museums,  places  of  recreation, 
racecourses,  baths,  and  any  other  works,  and  conveniences  which  may 
seem  directly  or  indirectly  conducive  to  any  of  these  objects,  and  to 
contribute  to  or  otherwise  aid  or  take  part  in  the  construction,  carrying 
out,  support,  maintenance,  improvement,  management,  working,  operating, 
controlling  and  superintending  the  same.  (5)  To  lend  money  and  other 
property,  to  guarantee  the  performance  of  contracts  and  obligations  of  all 
kinds,  to  act  as  agents  in  the  management,  sale,  and  purchase  of  property, 
and  generally  to  transact  business  as  capitalists,  bankers,  and  financiers. 
(6)  To  carry  on  and  transact  any  other  businesses  and  operations,  manu- 
facturing, commercial,  or  otherwise,  except  the  issuing  of  policies  of  assur- 
ances on  human  life,  which  the  Company  may  think  directly  or  indirectly 
conducive  to  any  of  its  objects,  or  capable  of  being  conveniently  carried  on 
in  connection  therewith. 

Form  466. 
COLORS. 

To  manufacture,  sell  and  deal  in  paints,  colorings,  enamels  and  chemicals 
for  making  color. 

Form  467. 
COMMISSION  MERCHANTS. 

To  carry  on  business  in  the  United  States  or  elsewhere  as  factors,  agents, 
commission  merchants  or  merchants  to  buy,  sell,  manipulate  and  deal  in,  at 
wholesale  or  retail,  merchandise,  goods,  wares,  food  products  and  commodities 
of  every  sort,  kind  or  description  and  to  carry  on  any  other  business  whether 
manufacturing  or  otherwise  which  can  be  conveniently  carried  on  with  any 
of  the  company 's  objects.  To  open  stores,  offices  or  agencies  throughout  the 
United  States  or  elsewhere,  or  to  allow  or  cause  the  legal  estate  and  interest 
in  any  properties  or  business  acquired,  established  or  carried  on  by  the  com- 
pany to  remain  or  be  vested  in  the  name  of,  or  carried  on  by  any  other 
company  formed  or  to  be  formed,  and  either  upon  trust  for,  or  as  agents  or 
nominees  of  this  company,  and  to  manage  the  affairs  or  take  over  and  carry 
on  the  business  of  any  such  other  company  formed  or  to  be  formed,  and  to 
exercise  all  or  any  of  the  powers  of  any  such  company,  or  of  holders  of 
shares  of  stock  or  securities  thereof,  and  to  receive  and  to  distribute  as 
profits  the  dividends  and  interest  on  such  shares  of  stock  and  securities. 
To  purchase   or   otherwise   acquire  and   undertake,   all  or  any  part  of  the 


426   CORPORATION  FORMS  AND  PRECEDENTS. 

business,  property  and  liabilities  of  any  persons  or  company,  carrying  on 
any  kind  ol  business  which  this  company  is  authorized  to  carry  on.  To  enter 
into  partnership  or  into  any  arrangement  for  sharing  profits,  union  of  in- 
terests, reciprocal  concessions,  or  cooperate  with  any  person  or  company 
carrying  on  or  about  to  carry  on  any  business  which  this  company  is  author- 
ized to  carry  on,  or  any  business  or  transaction  capable  of  being  conducted 
so  as,  directly  or  indirectly,  to  benefit  this  company. 

Form  468. 
COMMISSION  MERCHANTS  (ANOTHER  FORM). 

To  carry  on  a  general  merchandise  business,  and  a  general  commission 
business,  that  is,  to  buy  and  sell  dry  goods,  groceries,  boots  and  shoes,  hats, 
notions  and  other  merchandise,  and  to  receive  for  sale  and  to  sell  on  com- 
mission cotton,  Mool,  hides  and  any  produce  consigned  for  sale,  and  to 
make  advances  on  such  consignments,  and  to  charge  for  such  sales  and 
advances. 

Form  469. 
COMPRESSED  AIR  MOTORS. 

To  acquire  certain  letters  patent  and  rights  under  the  same,  covering  a 
certain  system  of  compressed  air  as  a  motive  power  for  self-propelling  ears, 
and  a  certain  system  of  compressing  air  by  mechanical  means  by  the  use  of 
compressors  or  other  mechanical  means  by  the  use  of  compressors  or  other 
machinery,  and  to  manufacture,  sell  and  lease  such  self-propelling  cars  and 
other  railroad  equipment,  and  such  compressors  and  machinery,  and  to  sell 
and  lease  the  right  to  manufacture  or  use  such  cars  and  equipment,  •om- 
jiressors  and  machinery,  and  to  do  whatever  may  be  incident  or  necessary 
for  carrying  out  the  purposes  above  specified. 

Form  470. 
CONDUITS. 

To  carry  on  a  general  business  of  laying,  conducting,  and  insulating  and 
distributing  wires  used  for  electrical  purposes,  and  of  constructing  conduits 
for  the  same;  to  carry  on  a  general  business  of  manufacturing  and  dealing 
in  insulating  and  other  materials  of  a  like  character,  and  all  machinery, 
implements  and  articles  which  may  be  deemed  necessary  and  of  advantage 
to  the  carrying  out  of  the  business  of  this  company;  and  to  do  any  and  all 
acts  connected  with  the  objects  for  which  the  company  is  formed  or  which 
may  be  considered  and  deemed  useful  and  expedient  thereto  by  the  board 
of  directors,  which  a  firm  or  copartnership  lawfully  formed  in  the  state  of 
may  do. 

Form  471. 
COJJFECTIONERY. 

To  manufacture  and  sell  at  wholesale  and  retail,  candies  and  confection- 
ery, confectionery  novelties  and  confectionery  supplies,  and  the  ingredients 
lind  by-products  thereof. 


SPECIFIC  OBJECT  CLAUSES.  427 

Form  472. 
CONFECTIONERY. 

To  manufacture,  buy,  sell,  deal  in  and  deal  with,  candy,  Byrup  and  con- 
fections of  all  kind,  and  the  raw  material  from  which  they  are  made,  and  ths 
products  made  therefrom  and  all  like  or  kindred  products;  to  manufacture 
and  prepare  for  market,  to  market  and  sell,  candy,  syrups,  confections  and 
kindred  products  and  all  other  articles  or  products  whatsoever  used  in  their 
manufacture  or  composition;  to  acquire  by  purchase,  manufacture,  or  other- 
wise, all  materials,  sup])lie8  and  other  articles  necessary  or  convenient  for 
use  in  connection  with'  and  in  carrying  on  the  business  herein  mentioned,  or 
any  part  thereof. 

Form  473. 
CONSTRUCTION. 

To  carry  on  and  conduct  a  general  engineering  and  contracting  business, 
including  therein  the  designing,  constructing,  enlarging,  repairing,  removing 
or  otherwise  engaging  in  any  work  upon  buildings,  roads,  highways,  manu- 
facturing plants,  bridges,  piers,  docks,  mines,  shafts,  waterworks,  railroads, 
railway  structures,  and  all  iron,  steel,  wood,  masonry  and  earth  construction, 
and  to  extend  and  receive  any  contracts  or  assignments  of  contracts  there- 
for, or  relating  thereto,  or  connecting  therewith,  and  to  manufacture  and 
furnish  the  building  materials  and  supplies  connected  therewith. 

Form  474. 
TO  CONSTRUCT  WORKS. 

To  construct,  improve,  maintain,  work,  carry  out,  or  control  any  roads, 
ways,  tramways,  railways,  branches,  or  sidings,  bridges,  reservoirs,  water- 
courses, wharves,  manufactories,  warehouses,  electric  works,  shops,  stores, 
and  other  works  and  conveniences  which  may  seem  calculated  directly  or 
indirectly  to  advance  the  company's  interests,  and  to  contribute  to,  sub- 
sidize, or  otherwise  assist  or  take  part  in  the  construction,  improvement, 
maintenance,  working,  management,  carrying  out,  or  control  thereof. 

Form  475. 
CONSTRUCTION. 

To  contract  for  and  erect  buildings  of  every  description,  and  to  manu- 
facture and  sell  building  materials  from  iron,  steel  or  any  other  metal  or 
stone,  brick,  cement,  wood,  or  other  material. 

Form  476. 
CONSTRUCTION. 

To  carry  on  a  general  contracting  business,  and  to  excavate,  grade,  pave 
and  construct  sewers,  bridges,  buildings,  railroads,  highways  and  jiublic  and 
private  works  of  all  kinds;  to  construct,  alter,  decorate,  furnish,  fit  up  and 
improve  buildings  of  every  sort  and  kind,  including  the  laying  of  pavements 


428       CORPORATION  FORMS  AND  PRECEDENTS. 

of  every  description;   to  make  and  execute  contracts  for  all  kinds  of  con- 
struction work. 

Form  477. 
CONTRACTING. 

To  contract  for  the  construction  of  public  works,  railroads  or  any  other 
works,  and  for  the  purpose  of  carrying  on  the  business  of  merchandising  or 
any  other  business  incident  to  such  contracting  aforesaid;  to  buy  and  sell 
personal  property  of  all  kinds,  and  to  do  all  things,  which  a  contracting 
corporation  may  do;  such  contracting  and  business  to  be  carried  on  in  the 
United  States  and  foreign  countries. 

Form  478. 
COOPERAGE. 

To  manufacture  and  sell  kegs,  barrels,  and  other  vessels  or  utensils  of 
similar  nature,  hoops,  staves  and  headings,  from  metal  or  wood,  or  both,  and 
also  all  kinds  of  cooperage  supplies  of  metal  or  wood,  or  both. 

Form  479. 
CO-OPERATIVE  INVESTMENT  COMPANY. 

To  issue  and  sell  bonds  upon  monthly  installments  and  payable  from  re- 
demption and  reserve  funds  made  up  from  the  appropriation  of  a  certain 
part  of  the  installments  paid  in  aecord-ing  to  tables  which  insure  perfect 
equity  to  both  large  and  small  investors,  the  advantages  of  the  association 
being  to  encourage  and  assist  persons  of  moderate  means  to  systematically 
save  and  by  co-operation  to  realize  larger  profits  than  they  could  do  by  in- 
vesting in  savings  banks  or  building  associations. 

Form  480. 
CORDAGE. 

To  manufacture,  purchase,  sell  and  deal  in  cordage,  ropes,  twines,  threads, 
yarns,  flax   hemp  and  tow,  and  all  articles  of  a  similar  or  cognate  character. 

Form  481. 
CORN  PRODUCTS. 

To  manufacture,  buy,  sell  and  deal  in  and  deal  with,  corn  and  vegetable 
products,  chemical  compounds,  dynamite,  gun-powder,  cellulose  and  its  de- 
rivatives and  compounds,  extracts,  chemicals,  raw  and  manufactured  articles, 
and  of  like  or  kindred  products;  to  manufacture,  treat,  prepare  for  market, 
market  and  sell  the  same,  and  any  articles  or  product  in  the  production  or 
comjiosition  of  which  they  or  either  of  them  are  a  factor;  to  buy,  sell,  treat, 
manufacture,  refine,  manipulate,  export,  import  and  deal  in  all  substances, 
vegetable,  chemical  or  otherwise,  apparatus,  products  and  things  capable  of 
being  used  in  any  such  business  as  aforesaid,  or  required  by  any  customers 
or  persons  having  dealings  with  the  company. 


SPECIFIC  OBJECT  CLAUSES.  429 

Form  482. 
CORRESPONDENCE  SCHOOL. 

To  establish  courses  of  study  and  give  instruction  therein  by  correspond- 
ence and  otherwise  to  such  persons  as  may  desire  it,  in  mathematics,  physics, 
the  arts  and  sciences,  English  and  foreign  languages,  pedagogy,  and  all 
subjects  constituting  a  technical,  scientific,  classical,  or  academical  education. 

COTTON  SEED. 
.  See  Oil  Cake  Manufacturers. 

Form  483. 
COTTON  SPINNING. 

To  carry  on  the  business  of  spinning  or  manufacturing  or  dealing  in  cot- 
ton or  other  fibrous  substances,  and  the  preparation,  dyeing,  or  coloring  of 
any  of  the  said  substances,  and  the  sale  of  yarn  or  other  manufactured 
fibrous  products.  To  erect,  purchase,  or  take  on  lease,  or  otherwise  acquire 
any  mills,  works,  machinery,  and  any  other  real  and  personal  proi)erty  ap- 
j.ertaining  to  the  goodwill  of,  and  any  interests  in,  the  business  of  spinning 
cr  manufacturing  cotton  or  other  fibrous  substances. 

Form  484. 
COTTON  SPINNERS. 

To  carry  on  all  or  any  of  the  businesses  following,  namely:  cotton  spin- 
ners and  doublets,  flax,  hemp  and  jute  spinners,  linen  manufacturers,  flax, 
hemp  jute  and  wool  merchants,  wool  combers,  worsted  spinners,  woolen 
spinners,  yarn  merchants,  worsted  stuff  manufacturers,  bleachers  and  dyers, 
and  makers  of  vitriol,  bleaching  and  dyeing  materials;  and  to  purchase, 
construct,  prepare,  spin,  dye  and  deal  in,  flax,  hemp,  jute,  wool,  cotton,  silk, 
and  other  fibrous  substances,  and  to  weave  or  otherwise  manufacture,  buy 
and  sell  and  deal  in  linen,  cloth  and  other  goods  and  fabrics,  whether  textile, 
trebled,  netted  or  looped. 

Form  485. 
CREAMERY. 

To  engage  in  the  manufacture  of  butter,  cheese  and  other  products  of 
milk  and  cream,  and  to  sell  and  dispose  of  said  products  when  manufactured. 

Form  486. 
COUPLERS. 

To  make,  contract  for  the  manufacture  or  purchase  of,  buy,  use,  sell, 
lease,  rent  or  mortgage,  all  mechanical  or  other  apparatus,  machinery  and 
implements  for  coupling  cars,  or  any  other  article  or  articles  connected 
therewith  or  incident  thereto,  or  any  or  all  of  them,  and  in  general  to  do  a 
general  manufaci*uring  business. 


430   CORPORATION  FORMS  AND  PRECEDENTS. 

Form  487. 
CROCKERY. 

To  manufacture,  sell  and  deal  in  china,  porcelain  ware,  semi-porcelain 
ware  and  all  kinds  of  crockery  and  porcelain  ware;  also  to  acquire  lands 
containing  the  clay,  minerals  or  other  ingredients  or  articles  used  in  the 
making  or  manufacturing  of  said  wares  and  crockery;  and  to  mine  and 
transport  such  minerals,  ingredients,  clay  or  other  articles  to  its  place  of 
business.  And  to  do  all  other  business  properly  pertaining  and  belonging 
to  such  a  corporation. 

Form  488. 
CUTLERY. 

To  buy,  manufacture,  sell,  export,  import  and  deal  in  knives,  razors, 
sharp-edged  tools  and  all  other  forms  and  classes  of  cutlery. 

Form  489. 
DAIRY  PRODUCTS. 

To  purchase,  sell  and  deal  in  milk  and  cream  and  other  dairy  products, 
and  to  manufacture  and  sell  any  of  the  products  or  derivatives  of  milk  or 
cream,  and  for  the  purpose  above  described  to  operate  an  artificial  cold  stor- 
age plant,  and  to  manufacture  ice,  and  to  conduct  such  other  lines  of  busi- 
ness as  may  be  necessary  for  carrying  on  a  general  dairy  business. 

Form  490. 
DENTAL  SUPPLIES. 

To  manufacture  and  sell,  at  wholesale  and  retail,  dental  and  surgical  sup- 
plies, instruments,  apparatus,  appliances,  appurtenances  and  articles  and 
preparations  of  all  kinds  which  are  useful  or  convenient  in  the  science  and 
practice  of  dentistry  and  surgery. 

Form  491. 
DEPARTMENT  STORE. 

To  conduct  a  store  in  the  City  of   for  the  sale  of  general 

merchandise,  consisting  of  women's  and  men's  furnishings  of  all  kinds,  and 
to  transact  the  general  mercantile  business  of  a  department  store. 

Form  492. 
DEPARTMENT  STORE. 

To  manufacture,  purchase  and  sell  merchandise  for  personal  and  house- 
hold use  and  adornment,  and  generally  such  articles  of  merchandise  as  are 
dealt  in  by  department  stores. 


SPECIFIC  OBJECT  CLAUSES.  431 

Form  493. 
DEPARTMENT  STORE. 

To  carry  on  a  f,n"neral  dopartment  store,  to  buy  and  sell  dry  goods,  and 
to  run  a  tailoring  establishment. 

Fonn  494. 
DEPARTMENT    STORE. 

To  manufacture,  purchase,  and  sell  iiierchaiidise  for  personal,  household 
and  general  use  and  ornament,  including  gold  and  silverware  and  all  articles 
produced  therefrom,  and  such  other  general  merchandise  ordinarily  dealt  in 
by  a  store  selling  everything  pertaining  to  goods,  wares  and  merchandise  for 
personal,  domestic,  household  or  general  use. 

Form  495. 
DEVELOPMENT. 

To  mine  coal,  iron  ore  and  other  minerals;  to  prepare  the  products  thereof 
for  market;  to  make  coke  and  prepare,  transport,  and  sell  the  same;  to  make 
and  manufacture  iron  and  steel  and  other  metals  or  either  or  any  of  them 
or  articles  composed  of  one  or  more  metals,  and  to  sell  or  otherwise  dispose 
of  the  same;  to  erect  and  conduct  blast  furnaces,  rolling  mills,  forges,  mills, 
machinery,  fixtures,  buildings  and  all  necessary  apparatus  required  in  the 
conduct  of  such  business;  to  make,  lease  or  contract  for  these  or  any  of 
these  purposes;  to  have  the  power  from  time  to  time  on  such  terms  as  may 
be  deemed  advisable  to  purchase,  lease,  hold,  or  control  in  gny  manner,  or  sell 
or  dispose  thereof  when  no  longer  necessary  for  the  purposes  of  the  corpor- 
ation, or  at  any  time  to  lease  any  rights  in  real  property  or  any  mineral 
rights  or  timber  rights,  or  any  other  estate  or  interest  in  lands,  whether  sit- 
uated in  this  state  or  in  any  other  state  or  territory ;  to  lay  out  said  lands  or 
any  part  thereof  into  parcels  or  lots  of  convenient  size,  with  intervening 
roads,  streets,  lanes  or  alleys,  and  to  develop,  work,  cultivate,  improve  or 
adorn  the  same;  and  to  dispose  of  the  same  in  any  manner  and  upon  such 
terms  as  the  said  corporation  may  think  proper. 

Form  496. 
DIAMONDS. 

To  purchase,  sell  and  lease,  diamonds  and  other  precious  stones,  as  well 
as  to  buy,  sell,  and  lease  other  kinds  of  .iewelry  and  articles  generally  con- 
nected therewith,  upon  a  wholesale  as  well  as  upon  a  retail  basis. 

Form  497. 
DISTILLERIES. 

To  manufacture,  distill  and  sell  whisky  at  wholesale,  and  the  use,  utiliza- 
tion and  sale  of  the  by-products  occurring  in  the  manufacturing,  and  dis- 
tilling of  whisky;  to  extract  alcohol  and  other  spirituous  liquors  and  sub- 
stances from  empty  whisky  barrels,  casks  and  other  vessels;  to  distil)  such 
extracts  and  to  deal  in  and  vend  the  same. 


432   CORPORATION  FORMS  AND  PRECEDENTS. 

Fonn  498. 
DISTILLING. 

To  manufacture,  buy,  sell,  deal  in,  distribute,  store,  warehouse  and  ex- 
port whisky  of  all  kinds,  high  wines,  spirits,  alcohol,  and  gins  of  all  kinds, 
and  to  do  and  perform  all  kinds  of  distilling,  redistilling;  and  rectifying 
high  wines,  spirits  and  alcohol,  and  of  compounding  and  blending  of  gins 
and  whiskies  of  all  kinds;  to  manufacture,  buy,  sell,  deal  in,  store,  ware- 
Louse,  distribute  and  export  grain,  molasses  and  all  articles  used  in  con- 
nection with  the  operation  of  a  distillery,  and  to  manufacture,  buy,  sell,  deal 
in,  distribute,  store,  warehouse,  and  export  all  products,  or  by-products  of 
such  articles,  including  such  cooperage  as  may  be  necessary  in  conjunction 
with  said  distillery  business. 

Form  499. 
DOCKS. 

To  construct  and  establish  at ,  a  dock  with  patent  and  other 

slips,  work  shops,  buildings,  machinery,  warehouses,  and  other  conveniences; 
to  carry  on  the  business  of  proprietors  of  docks,  wharves,  jetties,  piers, 
warehouses,  and  stores,  and  of  ship  owners,  ship  builders,  ship  wrights, 
enginemen,  dredgers,  tug  owners,  wharfingers,  warehousemen,  commission 
.agents,  merchants,  and  any  other  business  which  can  be  conveniently  carried 
on  in  connection  with  the  above. 

Form  500. 
DREDGING. 

To  dredge  with  machinery,  deepen  channels  and  build  wharves;  and  in 
connection  therewith  to  use  any  appliances  for  the  purpose  of  filling  up  and 
reclaiming  land,  and  owning  and  disposing  of  same. 

Form  501. 
DRESSMAKERS. 

To  carry  on  the  business  of  costumers,  robe,  dress  and  mantle  makers, 
tailors,  silk  mercers,  makers  and  suppliers  of  clothing,  lingerie,  and  trim- 
mings of  every  kind,  corset  makers,  furriers,  general  drapers,  haberdashers, 
milliners,  hosiers,  glovers,  lace  makers  and  dealers,  feather  dressers  and 
merchants,  hatters,  boot  and  shoemakers,  dealers  in  fabrics  and  materials 
of  all  kinds,  ribbons,  fans,  perfumes  and  flowers  (artificial  and  natural). 

Form  502. 
DRILLING  MACHINERY. 

To  manufacture,  construct  and  sell  machinery  of  every  kind  and  descrip- 
tion and  articles  of  every  nature,  and  more  particularly  engines,  rock-drills, 
air  compressors,  ticket  boxes,  motors  and  machinery  used  in  mines  or  in  the 
business  of  mining,  and  to  acquire,  hold,  possess,  and  own  letters  patent  of 
the  United  states  or  of  any  foreign  country,  now  or  hereafter  issued  or  to 


SPECIFIC  0BJP:CT  clauses.  433 

acquire  licenses  under  such  patents  for  the  manufacturo  and  sale  of  ma 
chinery  or  improvements  thereon  or  articles  of  any  nature,  and  to  beneficially 
use  rights  under  such  patents  by  vending  the  said  patents  or  rights  and 
licenses  thereunder;  to  manufacture  as  herein  specified,  either  directly  or 
indirectly,  or  by  contract  with  other  corporations  or  with  individuals;  and 
for  the  better  attainment  of  the  general  purposes  thus  indicated  to  pur 
chase,  lease,  hold  and  convey  all  necessary  property,  real  or  personal,  where- 
soever the  same  may  be  situated. 

Form  503. 
DRY  DOCK. 

To  build,  repair,  buy,  sell  and  operate  steam  boats,  barges  and  other  water 
craft;  to  own  and  operate  dry  docks;  and  to  carry  on  a  general  steam- 
boat and  barge  business;  and  also  to  own  real  estate  and  do  a  general  mer- 
chandising business  with  the  right  to  buy  and  sell  whatever  else  may  be 
advantageous  or  incidental  to  a  general  steamboat,  barge  and  docking 
business. 

Form  504. 
DRY  GOODS. 

To  manufacture  and  sell  dress  goods  and  dry  goods  of  every  description. 

Form  505. 
DRY  GOODS. 

To  manufacture,  buy,  sell  and  deal  in  at  wholesale  and  retail,  dry  goods, 
clothing,  wearing  apparel  and  textile  fabrics  of  every  kind,  hats,  caps,  mil 
linery,  boots,  shoes,  furnishing  goods,  fancy  goods,  and  all  articles  and  mer- 
chandise of  like  general  character  and  description,  and  to  conduct  the  busi- 
ness of  general  dry-goods  and  clothing  merchants,  tailors,  drapers,  haber- 
dashers, milliners,  dressmakers  and  general  outfitters. 

Form  506. 
DRUGGISTS. 

To  manufacture  and  compound  drugs,  chemicals  and  medicines,  to  buy, 
sell  at  wholesale  and  retail,  and  to  deal  in  all  kinds, of  drugs,  chemicals,  oils, 
paints  and  patent,  proprietary  and  other  medicines,  and  to  carry  on  a  general 
merchandise  and  drug  business. 

Form  507. 
DRUGGISTS'  SUPPLIES. 

To  manufacture,  buy,  sell  and  deal  in  druggists'  supplies,  of  every  kind 
and  description,  drug  sundries,  sanitary  appliances,  fancy  goods,  and  other 
articles  and  things  used  in  and  pertaining  to  the  druggists'  supplies  busi- 
ness, and  to  do  all  acts  and  things  reasonable  and  necessary  for  the  conduct 
of  such  business  or  in  connection  therewith. 


434      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  508. 
DYEING. 

To  dye,  finish  and  bleach  cotton,  wool,  silk  and  other  fabrics  and  sell  the 
same,  and  to  make,  buy,  sell  and  deal  in  all  materials  necessary,  appurtenant 
and  incident  to  the  dyeing  business.  •    . 

Form  509. 
DYEING. 

To  dye,  bleach,  mercerize  and  print  wool,  cotton,  silk,  jute  and  linen  in 
warps,  skein  yarn  and  piece  goods. 

Form  510. 
EARTHENWARE. 

To  manufacture,  buy,  sell  and  erect,  porous  earthenwares,  terra  cotta  lum- 
ber and  other  products  made  from  clay  and  saw  dust,  or  clay,  or  clay  and 
other  materials;  to  contract  for  the  manufacture,  purchase,  sale  and  erec- 
tion of  porous  earthenware,  terra  cotta  lumber  and  other  i)roducts  made 
from  clay  and  saw  dust,  or  clay,  or  clay  and  other  materials;  to  lease,  pur- 
chase and  sell  real  estate  for  the  use  of  said  com-jjany  in  the  conduct  of  its 
business,  and  to  build  houses  for  the  exhibition  and  introduction  of  articles 
manufactured  as  aforesaid  and  to  do  and  perform  such  other  business  as  is 
necessary  for  the  furtherance  of  any  of  the  above  named  objects. 

Form  511. 
ELECTRIC. 

To  carry  on  at   and  elsewhere  in  the  County  of   

in  the  State  of ,  the  business  of  an  electric  light  company  in  all 

of  its  branches,  and  in  particular  to  construct,  lay  down,  establish,  fix  and 
carry  out  all  necessary  cables,  wires,  lines,  accumulators,  lamps  and  works- 
and  to  generate,  accumulate,  distribute  and  supply  electricity  and  to  light 
cities,  towns,  streets,  docks,  wharves,  markets,  theatres,  buildings  and  places, 
both  public  and  private.  To  carry  on  the  business  of  electricians,  mechanical 
engineers,  suppliers  of  electricity  for  the  purposes  of  light,  heat,  and  motive 
power,  or  otherwise,  and  to  manufacture  and  deal  in  all  appliances  and 
things  required  for  or  capable  of  being  used  in  connection  with  the  genera- 
tion, distribution,  accumulation  and  employment  of  electricity. 

Form  512. 
ELECTRIC. 

To  do  a  general  electric,  contracting,  construction  and  engineering  busi- 
ness, and  to  buy,  sell  and  deal  in  supplies,  appliances  and  apparatus  used 
in  and  about  said  business. 


SPECIFIC  OBJECT  CLAUSES.  435 

.  Form  513. 

ELECTRIC. 

To  manufacture,  sell,  erect  and  cuunect  uf)  electric  motors  and  f)tlier  elec- 
trical and  mechanical  specialties;  to  manufacture,  deal  in,  sell  and  install 
all  plants,  pipes,  and  electrical  apparatus,  required  in  the  electric  equi])ment 
of  buildings. 

Form  514. 
ELECTRIC  (GENERAL). 

To  carry  on  the  business  of  electrical  enj^ineors  and  contractors,  suppliers 
of  electricity,  carriers  of  persons  and  of  goods,  manufacturers  of  and  dealers 
in  railway,  street  railway,  tramway,  electric,  magnetic,  galvanic,  and  other 
apparatus,  mechanical  engineers,  supplies  of  light,  heat  and  power;  and  to 
acquire  any  inventions,  etc.;  and  to  construct  railways,  street  railways,  and 
tramways  and  work  the  same  by  steam,  gas,  oil,  electricity  or  other  power. 

Form  515. 
ELECTRIC  HEAT  AND  POWER  COMPANY. 

To  construct,  supply  and  maintain  (if  it  engage  to  maintain)  and  to  con- 
tract with  the  United  States  government  or  any  bureau  or  department 
thereof,  and  with  any  state,  county,  city,  township,  borough,  village  or  other 
municipality  in  any  of  the  states  or  territories  of  the  United  States  and  the 
District  of  Columbia  to  do,  or  perform,  or  cause  to  have  done  or  performed, 
and  to  associate  itself  with  others  in  the  doing  and  performing  of  any  mat- 
ters and  things  set  forth,  contemplated  or  alluded  to  in  any  part  hereof,  and 
to  contract  with,  or  be  associated  or  connected  with  any  person,  firms,  com- 
panies, or  corporations,  having  contracts  or  engagements  for  like,  similar,  or 
other  purposes  with  any  government,  foreign  or  domestic  to  the  United 
States,  or  any  state  or  territory  of  the  United  States,  and  the  District  of 
Columbia,  any  state,  county,  city,  township,  borough,  village,  municipality, 
persons,  firms,  companies  or  corporations,  for  and  about  the  doing,  perform- 
ing, carrying  out  or  maintaining  any  such  arrangement,  contract  or  agree- 
ment, and  upon  such  terms  and  conditions  as  may  be  agreed,  the  following, 
viz: 

To  generate  and  supply  (or  to  supply  only)  heat  of  an/  kind  and  for  any 
purpose  by  any  means,  method  or  mode;  electric  or  other  lighting;  electric 
or  ctuer  motive  power  to  propel  railway,  street  railway,  tram  or  other 
vehicles;  any  sort  of  motive  power  for  any  sort  of  industry,  either  from 
direct  electrical  connection,  storage  batteries,  steam  or  water  power  or  other- 
wise, either  separately,  in  combination,  mixed,  relayed  or  carried  forth  by 
pipes,  rods,  cables,  wires,  or  otherwise;  electricity  for  telegraph,  telephone 
or  other  use,  purpose  or  design,  for  which  electricity  is  now  used  or  to 
which  it  may  be  put  or  applied  hereafter;  and  for  these  further  purposes: 

To  construct  dams,  canals  or  conduits,  whereby  to  utilize  water  power  in 

the l\iver  or  other  rivers  or  streams,  but  not  so  as  to  interfere 

with  navigation;  to  sell  or  lease  water  power  or  heat  or  either  of  them  for 
any  purpose  and  also  electrical  or  other  motive  power;  to  lay  wires  or  cables 
therefor;    to    construct,    lay    aud    open    conduits;    to    place    pipes,    rods, 


436   CORPORATION  FORMS  AND  PRECEDENTS. 

cables,  wires  or  other  things  under  water,  under  ground  or  overhead  as  it 
shall  deem  necessary  or  best  suited  for  the  conduct  of  convenience  of  its 
business  and  its  patrons;  to  hold,  own  and  possess  by  purchase,  lease,  gift, 
devise,  grant,  settlement  or  otherwise  such  lands,  buildings  and  other  tene- 
ments as  may  be  required  and  to  erect  such  buildings  for  its  employees  or 
others  as  the  company  may  desire;  to  erect  such  buildings,  mills  or  structures 
on,  in  or  underground,  or  supported  thereon,  for  the  furtherance  of  its  busi- 
ness and  enterprise  as  it  may  desire;   to  lay  a  cable  or  cables  of  any  kind 

along  or  across  the  bottom  of Kiver  or  any  other  stream,  but  not 

so  as  to  interfere  with  navigation,  and  to  connect  these  by  cables,  wires,  or 
other  things  or  systems  with  its  plant  or  plants,  machinery,  water  or  motive 
power,  of  its  own  or  others,  of  any  sort  and  to  such  places  and  points  as  it 
may  desire  and  in  such  manner  and  fashion  as  it  may  deem  best;  to  lay  its 
cables,  conduits,  and  connections  in  such  materials  and  to  use  and  adopt  such 
devices  and  means  as  to  it  shall  seem  adapted  to  the  successful  operation  and 
carrying  on  of  its  business;  to  charge  and  collect  such  rents,  compensation 
and  tolls  as  it  may  agree  to  receive;  to  license  others  to  put  or  place  wires, 
cables,  or  devices  to  connect  with  its  wires,  works  and  devices  and  at  any  time 
to  disconnect,  remove  or  cut  any  conduit,  canal,  wire,  cable,  device  or 
connection. 

Form  516. 
ELECTRIC  LIGHT  AND  POWER. 

To  carry  on  the  business  of  electricians,  mechanical  engineers,  and  manu- 
facturers, workers  and  dealers  in  electricity,  motive  power  and  light  and 
any  business  in  which  the  application  of  electricity  or  any  like  power  or  any 
power  that  can  be  used  as  a  substitute  therefor  shall  or  may  be  useful,  con- 
venient or  ornamental  or  any  other  business  of  a  like  nature.  To  manu- 
facture and  produce  and  either  as  principals  or  agents  trade  and  deal  in  any 
articles  belonging  to  any  such  business  and  all  appliances  and  things  used  in 
connection  therewith  or  with  any  inventions,  patents,  or  privileges  for  the 
time  being  belonging  to  the  c'ompany.  To  produce  and  accumulate  electricity 
and  electro-motive  force,  or  other  similar  agencies  and  to  supply  the  same  for 
the  production,  transmission  or  use  of  any  lighting,  heating,  motive  or  other 
power  as  may  be  thought  advisable.  To  make  experiments  in  and  public 
exhibitions  of  electric  force  and  lighting  and  electric  machinery  and  appli- 
ances. To  light  streets,  public  places,  public  or  private  buildings,  factories, 
mines,  ships,  lighthouses,  railways,  tramways,  and  other  places  or  things,  by 
means  of  electricity  or  to  enable  the  same  so  to  be  lighted.  To  let  out  on  hire 
any  or  all  of  the  property  of  the  company  (whether  real  or  personal)  includ- 
ing every  description  of  apparatus  or  appliances  of  the  company.  To  carry 
on  the  business  of  suppliers  of  light,  heat,  and  power,  and  carriers  of  passen- 
gers and  goods.  To  acquire  the  right  to  use  or  manufacture  and  put  up 
telegraphs,  telephones,  phonographs,  dynamos,  accumulators,  lamps,  and  all 
appliances  now  known  or  that  may  hereafter  be  invented,  connected  with  tho 
generation,  accumulation,  distribution,  supplying,  and  employment  of  elec- 
tricity or  any  power  that  can  be  used  as  a  substitute  therefor,  including  all 
cables,  wires  or  appliances  for  connecting  apparatus  at  a  distance  with  other 
apparatus  and  inckiding  the  formation  of  exchanges  or  centers. 


SPECIFIC  OBJECT  CLAUSES.  437 

Form  517. 
ELECTRIC  LIGHT  AND  POWER. 

To  supply  liglit,  power  and  fuel  of  approved  kinds,  by  any  feasible 
methods  or  means,  to  all  persons  and  places,  public  and  private,  where  either 
may  be  desired,  including  the  manufacture  and  supply  of  electricity  and 
electrical  machines,  appliances  and  fixtures  for  the  purpose  aforesaid. 

Form  518. 
ELECTRIC  LIGHT  AND  POWER. 

To  supply  the  towns  of and  the  public  generally  with  electric 

light   for  illumination  and  electricity  for  motive  jjower  for  manufacturing 

j'urposes;    to   supply   the   town   of    with    water    for   public   and 

domestic  use;  to  manufacture  ice  and  sell  the  same  generally. 

Form  519. 
ELECTRIC  LIGHT  AND  POWER. 

To  manufacture,  conduct  and  carry  on  the  business  of  furnishing  electric 
light  and  illumination  in  the  open  air,  in  houses,  cars,  wagons,  cabs,  car- 
riages and  other  vehicles,  and  in  mines  and  other  places,  and  to  furnish 
electric  motor  {)ower  for  sewing  machines,  dentists,  lathes,  ventilating  fans, 
grinding  mills,  streets  cars,  launches  and  small  boats,  and  other  machinery 
for  mechanical  or  artistic  and  scientific  purposes  or  uses;  to  purchase  and 
sell  or  license  or  rent  patent  rights  for  the  obtaining  and  holding  of 
franchises,  and  in  general  to  do  any  and  all  acts  permitted  by  or  not  in- 
consistent with  the  laws  of  the  state  applicable  to  corporations. 

Form  520. 
ELECTRIC  LIGHTING  MACHINERY. 

To  manufacture  electric  light  machines,  generators,  storage  batteries, 
primary  batteries,  accumulator  cells,  dynamos,  motors,  transformers  and  all 
appliances  of  every  and  any  nature,  kind  or  description  in  any  way  con- 
nected with  the  manufacture  of  electric  light;  to  apply  for,  obtain  and 
acquire  by  purchase  or  otherwise  and  to  use  and  dispose  of  letters  patent, 
licenses,  concessions,  and  grants  for  or  in  respect  of  inventions  relating  to 
the  generation,  production,  transmission,  distribution  and  application  of 
electricity  for  light,  heat  or  power;  to  sell  and  dispose  of  state,  county,  city 
and  town  rights  for  the  use  of  any  and  all  patents,  licenses,  concessions, 
and  grants  for  the  production  of  light,  heat  or  power  by  electricity;  to 
buy,  manufacture,  import,  sell,  use  and  lease  all  necessary  machines,  appli- 
ances, and  materials  necessary  for  the  production  and  distribution  of  electric 
light,  heat  and  power;  to  erect,  construct  and  lease  all  works,  houses  or 
buildings  necessary  for  the  purposes  of  the  company;  to  acquire  land  and 
l)ersonal  property;  to  make  and  carry  into  effect  contracts  and  agreements 
with  any  other  company,  corporation  or  persons;  to  buy.  sell  the  stocks  and 
securities  of  this  and  any  other  companies  connected  with  the  manufacture 
and  sale  of  electric  light,  heat  and  power;   and  more  especially  to  manu- 


438   CORPORATION  FORMS  AND  PRECEDENTS. 

facture  and  sell  electric  liglits,  generators,  aynamos,  motors,  storage  and 
primary  batteries,  accumulators,  and  all  machinery  and  api:)liances  for  pro- 
ducing and  furnishing  light,  heat  and  power  by  electricity;  and  to  do  all 
or  any  of  the  matters  aforesaid  alone  or  in  conjunction  with  or  as  agent 
lor  any  other  companies,  corporations  or  nersons. 

Form  521. 
ELECTRICAL  MACHINERY. 

To  manufacture  all  kinds  of  machinery  and  electrical  devices  and  ap- 
paratus, buy  and  sell  machinery,  electrical  supplies  and  their  accessories, 
construct  and  enter  into  contracts  for  the  construction  of  electric  plants, 
electrical  devices  and  machinery  of  all  kinds,  and  the  performance  of  such 
contracts  for  individuals  and  duly  incorporated  companies. 

Form  522. 
ELECTRIC  STORAGE  BATTERY. 

To  manufacture  and  operate  electric  storage  batteries,  motors  and  other 
electric  appliances,  for  lighting  buildings  and  public  conveyances,  for  pro- 
pelling cars  and  vehicles  by  electric  power  by  means  of  storage  batteries;  to 
purchase  and  sell  electric  patents  and  appliances  of  all  kinds  and  espe- 
cially patents  for  the  storage  of  electricity,  and  to  manufacture,  sell  and  deal 
in  goods  and  articles  connected  with  the  use  of  such  patents  or  inventions  or 
appliances  which  the  company  may  own  or  acquire. 

Form  523. 
ELECTRICAL  SUPPLIES. 

To  manufacture,  sell,  deal  in  and  repair  electrical  supplies,  specialties  and 
machinery,  and  the  carrying  on  of  the  general  electrical  business. 

Form  524. 

ELECTRIC   RAILWAY,   TELEPHONE   AND   TELEGRAPH 

COMPANY. 

To  do  a  general  electric  railway,  telephone  and  telegraph  business  in  all  the 
branches  thereof;  to  acquire  by  purchase  or  otherwise  franchises,  rights-of- 
way  and  terminals;  to  survey,  build,  erect,  construct,  operate  and  maintain 
electric  railways,  telephone  and  telegraph  lines,  place  poles  and  conduits 
and  wires  for  the  same;  to  acquire,  construct,  maintain,  operate,  and  dis- 
pose of  plants  for  the  generation  of  electricity;  to  manufacture,  buy, 
•  own,  sell  or  otherwise  deal  in  electric  railway  cars,  motors,  all  electrical 
appliances,  contrivances,  devices,  goods,  wares  and  merchandise,  and  all 
other  kinds  of  property,  real  and  personal,  necessary  to  carry  out  these 
objects;  to  operate  electric  railways  to  carry  passengers  and  freight,  and 
telephone  and  telegraph  systems  for  toll;  to  own,  handle  and  control  letters 
patent  and  inventions  and  shares  of  its  own  capital  stock  and  that  of 
other  corporations,  and  to  vote  any  stock  owned  by  it  the  same  as  a 
natural  person  might  do;   to  issue  bonds,  notes  and  debentures  and  otheT 


SPECIFIC  OBJECT  CLAUSES.  439 

evidence  of  indebtedness,  and  secure  the  payment  of  the  same  by  mort- 
gage, deed  of  trust,  or  otherwise;  to  act  as  agent,  trustee,  broker,  or 
in  any  other  fiduciary  capacity,  and  to  borrow  and  loan  money; 
and  in  general  to  do  and  perform  such  acts  and  things  and  transact  such 
business,  not  inconsistent  with  law,  in  any  part  of  the  world,  as  the  Board 
of   Directors   may   deem   to   the   advantage   of   the   corporation. 

Form  525. 
ELEVATED  RAILWAY  CONSTRUCTION. 

To  carry  on  a  general  manufacturing  business;  to  make,  use,  introduce, 
sell  and  license  others  to  use  and  sell  patented  articles  such  as  girders, 
posts,  turn-tables,  switches,  bridges,  cars,  trucks,  locomotives  and  all  other 
articles  entering  into  their  use  or  construction  and  to  the  business  thereto 
appertaining;  to  construct  elevated  railway  lines  of  wood  and  iron,  iron 
and  steel,  either,  or  both  or  all  of  them ;  and  to  manufacture  the  materials 
entering  into  such  construction  and  to  carry  on  the  business  of  a  railway 
supplies  and  construction  company. 

Form  526. 
ELEVATOR. 

To  manufacture,  sell,  repair  and  erect  elevators,  escalators  and  hoisting 
apparatus  of  all  kinds  and  other  machinery,  composed  of  metal  or  wood, 
or  both,  and  the  purchase  and  sale  of  the  same. 

Form  527. 
ELEVATORS. 

To  manufacture,  erect,  construct,  repair,  buy,  sell  and  deal  in  at 
wholesale   and   retail   elevators   and   other  machinery. 

Form  528. 
ELEVATOR  GATES. 

To  purchase,  own,  sell,  lease  and  manufacture  elevator  or  other  gates; 
to  acquire  letters  patent,  by  purchase  or  otherwise,  and  sell  or  lease  the 
same;  to  purchase,  own,  or  disjiose  of  territorial  rights;  to  buy,  own, 
or  lease  such  real  estate  as  may  be  necessary  for  the  business  of  this  cor- 
poration, and  to  dispose  of  the  same  when  no  longer  needed;  to  buy  and 
sell  accounts,  bonds,  mortgages,  notes,  or  other  property  necessary  in  the 
successful  prosecution  of  the  business  for  which  this  company  is  to  be 
formed. 

Form  529. 
EMBROIDERY. 

To  manufacture  sell  and  deal  in  draperies,  curtains,  laces,  embroid- 
eries and  embroidered  goods  of  all  kinds,  and  in  general  to  carry  on  an 
embroiderv  business. 


440      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  530. 
ENGINEERING. 

To  conduct  the  business  of  general  engineering  and  contracting  for 
building  construction,  and  the  preparation  and  production  of  materials  to 
be  used  in  connection  therewith;  to  manufacture  machinery  from  metal  or 
wood,  or  both,  including  the  construction  and  installation  of  manufacturing 
plants  composed  of  metal  or  wood,  or  both. 

Form  531. 
ENGINEERING. 

To  do  all  vrork  in  connection  -with  the  construction  and  repair  of  bridges, 
piers,  docks,  foundations,  mines,  shafts,  tunnels,  wells,  water-works,  light- 
houses, power-houses,  buildings,  railroads,  canals  and  all  kinds  of  excava- 
tion and  iron,  wood,  masonry  and  earth  construction  in  all  parts  of  the 
world,  including  the   designing  and  engineering  incident  thereto. 

Form  532. 
ENGINEERING. 

To  carry  on  the  business  of  consulting  and  contracting  engineers,  and 
the  preparation  of  plans  and  specifications  of  machinery,  buildings  and 
works,  and  the  undertaking  and  performance  of  contracts  for  the  construc- 
tion and  erecting  of  the  same. 

Form  533. 
ENGINEERING. 

To  carry  on  the  business  of  machinists  and  engineers  and  the  manu- 
facturing, repairing,  buying  and  selling  of  machinery  of  all  kinds. 

Form  534. 
ENGINEERING. 

To  manufacture,  buy,  sell,  deal  in,  plan,  superintend,  erect  and  install 
heating,  ventilating  and  refrigerating  systems,  apparatus  and  appliances, 
electric  and  hydraulic  plants  and  power  plants  of  every  description,  and 
to  manufacture,  buy,  sell,  trade  and  deal  in  machinery,  merchandise  and 
appliances  of  every  character  necessary  to  the  conduct  of  a  general  engi- 
neering business. 

Form  535. 
ENGINEERING  INSTRUMENTS. 

To  manufacture  and  sell  engineering  instruments  and  engineering  sup- 
plies  and  all  other  articles  of  a  similar  or  cognate  character. 


SPECIFIC  OBJECT  CLAUSES.  441 

Form  536. 
ENGINES. 

To  make,  contract  for  the  manufacture  or  purchase  of,  buy,  use,  sell, 
lease,  rent  or  mortgage  all  mechanical  or  other  apparatus,  machinery  and 
implements  used  for  building  steam,  oil  and  gas  engines  or  any  other 
articles  connected  therewith  or  incidental  thereto,  or  any  or  all  of  them, 
and  in  general  to  do  a  manufacturing  business;  to  acquire  by  purchase, 
assignment  or  otherwise,  letters  patent  of  the  United  States  and  the  terri- 
torial and  other  rights  and  licenses  which  may  be  of  value  or  advantage 
in.  the  carrying  out  of  the  above  mentioned  objects  and  to  dispose  of  the 
same  by  sale,  license,  assignment  or  otherwise. 

Form  537. 
EXCHANGE. 

(1)      To   provide,   regulate,   and   maintain   a   suitable   building,   room   or 

rooms,  for  a   ( )   exchange,  in  the  city  of   ; 

to  adjust  controversies,  between  its  members;  to  establish  just  and  equitable 
principles  in  the  trade  (hereinafter  called  the  trade)  ;  to  main- 
tain uniformity  in  rules,  regulations,  and  usages  of  the  trade;  to  adopt 
standards  of  classification  in  the  trade;  to  acquire,  preserve,  and  disseminate 
useful  information  connected  with  the  trade  throughout  all  markets;  to 
decrease  the  local  risks  attendant  upon  the  business,  and  generally  to  pro- 
mote the  trade  of  the  city  of   ,  increase  its  amount  and  augment 

the  facilities  with  which  it  may  be  conducted.  (2)  To  communicate  with 
chambers  of  commerce,  and  other  mercantile  and  public  bodies  throughout 
the  world,  and  concert  and  promote  measures  for  the  protection  of  the 
trade  and  persons  engaged  therein.  (3)  To  subscribe  to,  become  a  mem- 
ber of,  subsidize,  and  co-operate,  with  any  other  association  whether  in- 
corporated or  not,  whose  objects  are  altogether,  or  in  part,  similar  to 
those  of  this  Company,  and  to  procure  from,  and  communicate  to,  any 
such  association  such  information  as  may  likely  forward  the  objects  of  the 
society. 

Form  538. 
EXPLORATION. 

To  obtain,  hold,  explore,  work,  develop,  lease  and  otherwise  obtain  con- 
cessions of  lands  containing  mines  of  gold  and  silver  and  other  minerals, 
precious  stones,  gems,  including  pearls,  opals,  diamonds,  and  all  other 
articles  or  substances  of  value,  including  cinchona  and  cascarilla  bark, 
dye-woods  of  various  sorts,  mahogany,  ebony,  indigo,  and  all  kinds  of 
fiber  and  fibrous  woods  and  plants,  in  any  and  all  of  the  states  of  Central 
and  South  America  and  elsewhere;  also  to  construct,  maintain  and  operate 
any  roads  of  any  kind;  to  operate  any  means  of  navigation  of  the 
rivers,  harbors,  or  waters  in  or  adjacent  to  any  of  the  said  states,  and 
to  run  lines  of  steam  boats  and  other  vessels  to  and  from  any  of  the 
ports  of  said  states  to  any  other  ports  of  the  world;  and  to  obtain,  own, 
hold,  use  and  sell  all  coBcessions  necessary   in  connection   with  such  navi- 


442   CORPORATION  FORMS  AND  PRECEDENTS. 

gation  from  any  and  all  of  said  states;  to  manufacture  any  and  all  of 
the   aioresaid   metals   and   stones   into   the   various   products   thereof. 

Form  539. 
EXPLORATION  AND  FINANCIAL. 

To  seek  for  and  secure  openings  for  the  employment  of  capital  in 

and  elsewhere,  and  with  a  view  thereto,  to  prospect,  inquire,  examine, 
explore,  and  test,  and  to  despatch  and  employ  expeditions,  commissions, 
experts  and  other  agents.  To  acq^iire  from  any  sovereign  state  or  au- 
thority, supreme,  local  or  otherwise,  any  concessions,  grants,  decrees,  rights 
or  privileges,  whatsoever,  which  may  seem  to  the  company  capable  of 
being  turned  to  account,  and  to  work,  develop,  carry  out,  exercise  and 
turn  to  account  the  same.  To  purchase  or  otherwise  acquire,  sell,  ex- 
change, deal  in  and  turn  to  account,  property  and  rights  of  all  kinds  and 
in  particular  lands,  buildings,  mines,  mining  rights,  concessions,  patents, 
licenses,  monopolies,  stations,  public  works,  tolls  and  business  concerns 
and   undertakings. 

Form  540. 
EXPLORATION. 

To  mine  coal,  iron  ore,  fire  clay,  limestone  and  all  other  minerals,  to  bore 
for  natural  gas,  petroleum  and  other  like  substances,  to  build  and  work 
factories,  saw-mills,  car  shops  and  iron  and  salt  furnaces,  to  manufacture, 
ship  and  sell  iron,  coal,  lumber,  brick,  salt,  gas,  oil,  furniture  and  all 
other  products  or  goods  produced  or  manufactured  from  any  and  all  of  the 
above  named  articles  either  by  themselves  or  with  other  articles  of  manu- 
facture, to  sell  said  articles  or  the  manufactured  articles  therefrom,  and 
to  sell  merchandise,  dry  goods,  groceries,  etc.,  and  to  do  a  general 
mining    and    manufacturing   business,    or    any   other   business,   incident   to 

any  of  the  above  named  enterprises  which  a corporation  might 

engage   in   or   do. 

Form  541. 
EXPLOSIVES. 

To  manufacture,  sell  and  deal  in  explosives  of  any  and  all  kinds,  to- 
gether with  ammunition,  fire-arms,  and  articles  of  any  and  all  kinds  pertain- 
ing to  or  used  in  conjunction  with  explosives. 

Form  542. 
EXPLOSIVE  MANUFACTURERS. 

To  carry  on  the  trade  or  business  of  manufacturers  of  explosives 
(whether  sporting  or  military),  gunpowder  of  every  description,  nitro- 
glycerine, dynamite,  gun  cotton,  blasting  powder,  or  other  substances  or 
things,  and  to  purchase,  manufacture,  sell  and  generally  deal  in  exi)losiveH, 
and  all  materials,  substances,  and  things  required  for  or  incidental  to  the 
manufacture,  preparation,  adaptation,  use,  or  working  of  explosives,  or 
the    packing,    storing,    firing,    carrying,    or    disposition    thereof;    to    carry 


SPECIFIC  OBJECT  CLAUSES.  443 

on  the  trade  or  business  of  amrminition  manufacturers,  and  for  that  pur 
posL  to  manufacture,  purcliase,  load  and  sell,  and  generally  deal  in  cart- 
ridf^es,  (•artridj,'e  cases,  detonators,  fuses,  and  other  suV)stances  and  things 
recjuired  for  or  incidental  to  the  carrying  out  of  the  above  objects  or  any 
of  them. 

Form  543. 
EXPRESS. 

To  forward  parcels,  packages  and  merchandise  and  goods  of  all  de- 
scriptions, between  cities,  .towns  and  other  places  in  various  parts  of  the 
world;  to  engage  in  and  pursue  a  general  agency,  commission,  and  bank- 
ing exchange  business,  and  to  ])uy,  hold  and  sell  all  such  real  and  personal 
property  as  may  be  necessary  for  conducting  said  business. 

Form  544. 
FAIR. 

To  advance  the  agricultural  and  mechanical  interests  of  the  county  of 
and  vicinity  and  for  the  competitive  exhibition  of  farm  prod- 
ucts, live  stock,  and  trials  of  speed;  and  to  promote  the  general  interests 
of  the  community  and  for  all  other  purposes  for  which  such  organizations 
are   intended. 

Form  545. 
FARM  PRODUCTS. 

To  buy  and  sell  on  commission  or  otherwise,  at  wholesale  or  retail,  bui- 
ter,  milk,  cheese  and  all  other  dairy  products,  eggs,  poultry,  fruit,  meats, 
vegetables,  and  all  kinds  of  farm  produce,  and  to  transact  all  business 
incidental  or  appurtenant  thereto. 

Form  546. 
FERRY. 

To  buy,  owTi,  and  operate,  boats,  barges,  and  other  vessels  propelled 
by  steam  or  other  power,  said  boats,  barges  and  vessels  to  be  used  for  the 
purpose  of  transporting  to  and  fro  across  the  Eiver,  per- 
sons, animals  and  vehicles,  and  to  do  all  the  business  pertaining  to  a  ferry 

between  some  point  on  the  East  side  of  the  said   Eiver  within 

miles  of  the  South  boundary  of  the  city  of   and  the 

most  practicable  landing  place  on  the  West  side  of  said  river,  and  further 
to  own  and  maintain  in  proper  condition,  such  roads,  wharves,  and  land- 
ing places  as  may  be  needed  for  the  proper  conduct  of  the  business  above- 
mentioned.  " 

Form  547. 
FILTERS. 

To  manufacture,  hold,  buy,  or  otherwise  acquire,  sell,  lease  or  other- 
wise dispose  of,  water  filters,  oil  filters,  liquor  filters,  and  all  other  kinds 


444      CORPORATION  FORMS  AND  PRECEDENTS. 

and  varieties  of  filters,  strainers,  separators,  refiners  and  purifiers  for  all 
liquid  and  fluid  substances,  and  all  materials  used  in,  or  in  connection 
with  the  manufacture  and  construction  of  such  filters,  strainers,  separators, 
refiners  and  purifiers. 

Form  548. 
FINANCIAL. 

To  lend  money  and  negotiate  loans;  to  draw,  accept,  endorse,  discount. 
buy,  sell,  and  deliver  bills  of  exchange,  promissory  notes,  bonds,  debentures, 
coupons  and  other  negotiable  instruments  and  securities;  to  issue  on 
commission,  subscribe  for,  take,  acquire,  and  hold,  sell,  exchange,  and 
deal  in,  shares,  stocks,  bonds,  obligations,  securities  of  any  government  or 
authority  or  company;  to  form,  promote,  subsidize  and  assist  companies 
syndicates,  and  partnerships  of  all  kinds;  to  give  any  guarantee  for  the 
payment  of  money  or  the  performance  of  any  obligation  or  undertaking; 
to  undertake  and  execute  any  trusts;  to  acquire,  improve,  manage,  work, 
develop,  exercise  all  rights  in  respect  of,  lease,  mortgage,  sell,  dispose 
of,  turn  to  account  and  otherwise  deal  with,  property  of  all  kinds,  and  in 
particular  relating  to  lands,  buildings,  concessions,  patents,  business  con- 
cerns, and  undertakings;  to  enter  into  any  arrangements  with  any  authori- 
ties, municipal,  local  or  otherwise  that  may  seem  conducive  to  the  com- 
j)any's  objects  or  any  of  them  and  to  obtain  from  any  such  government 
or  authority  any  rights,  privileges,  and  concessions  which  the  company 
may  think  it  desirable  to  obtain,  and  to  carry  out,  exercise  and  comply  with 
any  such  arrangement,  rights,  privileges  and  concessions.  Generally  to 
carry  on  and  undertake  any  business,  undertaking,  transaction,  or  opera- 
tion commonly  carried  on  or  undertaken  by  banks,  capitalists,  promoters, 
financiers,  concessionaries,  contractors  for  public  and  other  works,  mer- 
chants and  any  other  business  which  may  seem  to  the  company  capable 
of  being  conveniently  carried  on  in  connection  with  the  above  or  cal- 
culated, directly  or  indirectly,  to  enhance  the  value  of  or  render  profitable, 
any  of  the   company 's  property   or  rights. 

Form  549. 
FIRE-ALARM  APPARATUS. 

To  install  and  maintain  fire  alarm  systems,  and  to  conduct  the  business 
of  providing  protection  against  fires  and  conflagrations. 

Form  550. 
FIRE  BRICK. 

To  manufacture  and  market  fire  bricks  and  other  products  of  clay,  and 
to  acquire  coal  and  other  mineral  property  and  to  mine  coal  or  iron  ore 
and  sell  the  same  or  the  products  thereof,  and  to  deal  in  produce  and 
merchandise  as  auxiliary  to  the  business  of  mining  and  manufacturing. 


SPECIFIC  OBJECT  CLAUSES.  445 

Form  551. 
FIRE  PROOF  CONSTRUCTION. 

manufacture  fire  proof  building  materials,  construct  and  superintend 
the  construction  of  fire  proof  arches  and  to  do  and  superintend  all  other 
work,  in  the  construction  of  buildings  in  which  fire  proof  tiles,  and  other 
fire  proof  materials  and  ornamentation  of  a  permanent  nature  are  em- 
ployed, together  with  the  making  and  procuring  of  estimates  of  construc- 
tion of  building  and  other  structure  for  architects  and  others,  and  to  do 
a  general  building  construction  business  and  all  things  incident  thereto. 

Form  552. 
FISH  AND  PRODUCE. 

To  buy,  sell,  shlj)  and  store  butter,  eggs,  fish,  vegetables,  poultry  and 
all  kinds  of  i)erishable  property. 

Form  553. 
FISHERIES. 

To  tEike  and  preserve  salmon  and  other  fish  and  to  purchase  and  pre- 
serve furs  and  pelts  and  export  them  to  any  market  deemed  advisable. 

Form  554. 
FISH  HATCHERY. 

To  erect,  maintain  and  operate  hatcheries,  ponds  and  pools,  with  all  the 
necessary  and  convenient  appurtenances  and  equipments,  in  and  about 
which  to  conduct  the  business  of  producing  spa\^•n,  hatching  and  propa- 
gating fish,  and  selling  the  same. 

Form  555. 
FIXTURES. 

To  manufacture  and  sell  gas  and  electric  light  fixtures  and  other 
similar  articles  of  commerce  from  iron,  steel  and  other  metals  and  min- 
erals. 

Form  556. 
FLOUR. 

To  hold  all  real  estate  proper  for  the  purposes  for  which  it  is  incor- 
porated, to  buy  and  sell  hay,  grain,  straw,  feed,  coal  and  produce  of  all 
kinds,  to  manufacture  and  sell  flour,  meal,  feed  and  other  products,  to 
establish  and  operate  a  general  store  in  connection  with  the  business  afore 
said,  and  to  do  and  carry  on  any  and  every  operation  and  business  con- 
nected with  a  general  milling  business  and  general  store. 


446       CORPORATION  FORMS  AND  PRECEDENTS. 

Form  557. 
FOOD  PRODUCTS. 

To  manufacture,  produce,  buy,  sell,  import,  export,  distribute  and  gen- 
erally deal  in  food  and  cereal  products  and  materials  of  all  classes  and 
description. 

Form  558. 
FOOTWEAR. 

To  manufacture  and  sell,  deal  in  and  deal  with  boots,  shoes  and  all 
kinds  of  footwear. 

Form  559. 
FORGINGS. 

To  manufacture  forgings,  tools  and  other  commodities  of  a  similar 
character  from  iron,  steel  and  other  metals  and  sell  the  same. 

Form  560. 
FOUNDRY. 

To  conduct  the  business  of  manufacturing  and  casting  metals,  and  to 
manufacture  machinery  and  to  sell  the  same. 

Form  561. 
FOUNDRY. 

To  conduct  and  carry  on  a  general  foundry  and  machine  shop  business, 
and  engage  in  the  manufacture  of  all  kinds  of  iron  castings  and  machinery, 
and  to  buy  iron,  either  manufactured  or  unmanufactured,  and  to  sell  the 
same;  and  to  purchase  and  hold  such  real  estate  as  may  be  necessary  to 
carry  on  or  accommodate  said  business. 

Form  562. 
FRUIT  AND  PRODUCE. 

To  plant,  grow,  cultivate  and  market  all  kinds  of  fruits,  vegetables, 
nuts  and  produce,  and  to  buy,  store  and  sell  all  kinds  of  fruits,  vegetables, 
nuts   and   produce. 

Form  563. 
FRUIT  AND  LIVE  STOCK  COMPANY. 

Purchasing,  owning,  leasing,  acquiring,  cultivating,  importing  and  de- 
veloping farms  and  farm  lands,  fruit  orchards  and  fruit  lands,  stock  farms 
and  grazing  lands  and  all  other  kinds  of  real  property,  and  all  rights,  in- 
terests and  easements  therein;  buying,  selling,  importing,  exporting,  culti- 
vating, growing  and  producing  oranges,  lemons,  pineapples,  dates,  figs, 
grape  fruit,  berries,  citrus  fruits,  tropical  fruits  and  products,  foods  and 


SPECIFIC  OBJECT  CLAUSES.  447 

fooil  products,  vegetables,  and  farm  products  and  kindred  products  of  every 
nature  and  description;  breeding,  raising,  buying,  selling,  exporting,  import- 
ing or  otherwise  dealing  in  mules,  hoiaes,  hogs,  sheep,  cattle  and  live  stock 
of  all  classes  and  descriptions;  acquiring,  holding,  managing  and  operating 
irrigation  ditches,  canals,  reservoirs,  dams,  flumes,  aqueducts,  pipes,  water 
and  water  rights  and  all  machinery  and  other  property  necessary  for  the 
purpose  of  watering  and  irrigation;  owning,  aetiuiring,  constructing,  leas- 
ing, or  purchasing  ice  plants,  electric  machinery,  canning  factories,  trans- 
portation facilities,  by  land  or  water,  for  freight  or  i)assengers,  hotels, 
buildings,  factories,  machinery,  equipments,  houses,  and  lands  and  all  other 
kinds  of  property,  real  and  personal,  necessary  to  carry  out  these  objects; 
to  borrow  apd  loan  money  and  to  engage  in  any  and  all  kinds  of  business 
that  a  natural  person  might  or  could  engage  in  in  the  United  States, 
or  in  any  part  of  the  world,  and  in  such  business  as  the  board  of  directors 
may  deem  to  the  advantage  of  the  corporation. 

Form  564. 
FRUIT  IMPORTERS. 

To  engage  in  the  importation  of  fruit  and  other  products,  raw  and 
manufactured,  from  South  American,  Central  American,  Mexican,  "West 
Indian  and  other  foreign  ports  or  places;  to  trade  generally  in  all  man- 
ner of  foreign  and  domestic  products  raw  and  manufactured;  to  manu- 
facture confectionery,  preserves  and  other  articles  for  the  trade  and  ex- 
port; to  export  to  foreign  ports  and  places,  American  and  other  products, 
raw  and  manufactured;  to  conduct  a  mercantile  establishment  or  estab- 
lishments for  the  purposes  aforesaid  and  for  general  commercial  pur- 
poses; and  to  acquire,  own,  hold  and  operate  steam  and  sail  vessels  for 
the  purposes  aforesaid  and  also  for  a  general  transportation  business. 

Form  565 
FUR. 

To  capture  Arctic  fur-bearing  animals,  and  take,  secure,  handle  and 
sell  the  skins  of  the  same;  including  the  right  to  lease  from  the  United 
States  government,  or  from  other  sovereignties  or  individuals,  any  islands 
frequented  by  the  fur-bearing  seal  or  other  fur-bearing  animals,  includ- 
ing also  the  right  of  having  the  privilege  to  take  seals  or  other  fur-bearing 
animals  on  said  islands;  and  with  power  to  do  any  and  all  acts  necessary 
to  the  successful  prosecution  of  said  business. 

Form  566. 
FURNISHING  BUSINESS. 

To  carry  on  the  business  of  repairing,  remodeling,  constructing,  paint- 
ing, glazing,  doi'urating  and  papering  all  public  and  i)rivate  buildings  of 
every  character. 


448      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  567. 
FURNITURE. 

To  manufacture,  buy  and  sell  furniture,  office  and  store  fixtures,  de- 
vices, partitions,  improvements,  and  other  similar  articles  of  wood  or  metal, 
or  both,  and  to  engage  in  the  installation,  alteration  and  repair  thereof. 

Form  568. 
FURNITURE. 

To  manufacture,  purchase  and  sell  furniture  and  articles  used  in  the 
furnishing  and  equipment  of  banks,  theatres,  churches,  schools,  residences 
and  other  public  and  private  buildings. 

Form  569. 
FURNITURE. 

To  manufacture,  buy,  sell  and  otherwise  dispose  of  furniture,  rail- 
way fixtures  and  appliances,  mats,  rugs,  carpets  and  machinery,  and  any 
and  all  kinds  of  same,  and  to  sell  and  manufacture  any  and  all  goods  or 
materials  used  therein,  or  any  of  them ;  to  deal  in  rattans  and  all  products 
thereof;  to  purchase,  sell  or  control  patents,  and  to  acquire  and  own 
licenses  under  patents  or  patent  rights,  and  to  grant  license  or  licenses  to 
other  person  or  persons,  corporation  or  corporations ;  to  manufacture  and 
sell  said  patented  articles  or  appliances  or  machinery  under  any  or  all 
patents  or  licenses  which  it  may  own  or  have  any  interest  in  or  may  here- 
after acquire,  and  also  to  buy  and  sell  patents  or  patent  rights  of  any 
nature  or  kind,  and  to  grant  licenses  thereunder,  and  to  do  any  and  all  other 

business  which  is  lawful  and  not  contrary  to  the  laws  of ;  and  to 

establish  agencies  or  branches  in  any  and  all  places  it  may  see  fit,  and 
do  any  and  all  lawful  business  incidental  to  or  in  any  way  connected  with 
said  purposes  or  any  of  them. 

Form  570. 
GARAGE. 

To  manufacture,  buy,  sell,  rent,  store,  repair  and  care  for  motor  vehicles 
of  all  kinds,  and  supplies  therefor  and  appurtenances  thereto. 

Form  571. 
GAS. 

manufacture,  produce,  buy,  sell,  dispose  of  and  deal  in  gas,  coke, 
^  tar  and  all  other  residual  products  resulting  from  the  manufacture  of  gas, 
and  to  carry  on  all  the  businesses  that  are  usually  or  may  be  conven- 
iently carried  on  by  gas  companies;  to  supply  gas  for  lighting,  heating, 
motive  power,  or  any  other  purpose  whatsoever;  to  acquire,  construct, 
erect,  lay  down,  maintain,  enlarge,  alter,  work  and  use  all  such  lands, 
buildings,  easements,  gas  and  other  works,  machinery,  plant,  stock,  pipes, 
lamps,   motors,   fittings,    meters,   apparatus,   materials   and   things,    and  to 


SPECIFIC  OBJECT  CLAUSES.  449 

supply  all  such  materials,  products  and  things  as  may  be  necessary,  inci- 
dent or  convenient  in  connection  with  the  production,  use,  storage,' regu- 
Jation,  measurement,  supply  and  distribution  of  any  of  the  products  of 
the  company. 

Form  572. 
GAS. 

To  manufacture,  use  and  sell  gas  for  fuel,  heat,  light  and  other  pur- 
poses, and  to  manufacture,  use,  sell,  and  lease  gas  and  vapor  manufactur- 
ing machines  and  inventions;  to  manufacture,  use,  sell  and  lease  gas  and 
vapor  consuming  machines  and  inventions  for  utilizing  gas  or  vapor  as  a 
fuel  or  as  light  and  heat,  and  lighting  devices  of  all  descriptions  and  heat 
and  light  regulating  and  saving  inventions  and  gasometers;  to  buy,  sell 
and  refine  oils,  or  other  materials  for  the  manufacture  of  gas  or  vapor,  or 
for  the  production  of  heat  and  light;  to  construct  and  maintain  all  lines 
of  pipe  or  tubing  for  the  transportation  of  gas  or  other  fluid,  or  of  oil 
or  other  liquids;  also  to  purchase,  lease  and  hold  real  estate,  in  order  to 
carry  out  the  objects  of  the  corporation. 

Form  573. 
GAS  LIGHTING  APPARATUS. 

To  manufacture,  sell  and  lease  to  other  corporations  and  to  public  an«l 
private  consumers,  gas  and  oil  machines,  appliances  and  devices  of  all 
kinds  for  the  production,  supply  and  use  of  light,  heat  and  power,  and 
of  goods,  wares,  merchandise,  property  and  substances  now  used  in  the 
production  thereof,  or  incidental  thereto,  or  that  hereafter  may  be  in- 
vented, discovered  or  become  known  therein. 

Form  574. 
GAS-WORKS. 

To  manufacture,  sell  and  supply  light  in  the  town  of and  else- 
where in  the  county  of in  the  state  of ,  and  to  carry 

on  the  business  of  a  gas-works  company  in  all  its  branches;  to  deal  with, 
manufacture  and  render  saleable,  coke,  coal-tar,  pitch,  asphaltum,  am- 
moniacal  liquor  and  other  residual  products  obtained  in  the  manufacture 
of  gas;  to  construct,  manufacture  and  maintain  works  for  holding,  receiv- 
ing and  purifying  gas,  and  all  other  buildings,  and  works,  meters,  pipes, 
fittings,  machinery,  apparatus  and  appliances,  convenient  or  necessary  for 
the  purposes  of  the  company;  to  manufacture,  buy,  sell,  lease,  and  deal 
in  stoves,  engines  and  other  appliances  and  conveniences  which  may  seem 
calculated  directly  or  indirectly  to  promote  the  consumption  of  gas. 

Form  575. 
GLASS  MANUFACTURERS. 

To  carry  on  the  business  of  a  wholesale  import  and  export  looking-glass 
manufacturer,  glass  beveller,  patent   silverer,  glass  embosser,  ecclesiastical 


450      CORPORATION  FORMS  AND  PRECEDENTS. 

lead   worker,    glass   tablet,   show    card    and   show    case    manufacturer,    and 
glass  importer   and  exporter. 

Form  576. 
GLASS. 

To  manufacture,  buy,  sell  and  deal  in  glass  in  all  forms,  including 
glassware,  glass  ornaments,  cut  glass,  structural  glass,  water  gauge  glasses, 
water  gauge  protectors  and  appliances,  glass  chimneys,  lamps,  shades, 
bottles,  bulbs,  reflectors,  and  other  glass  manufactures,  and  all  articles  of 
commerce  of  a  similar  or  cognate  character  made  of  glass  or  glass  in 
composition  with  other  materials. 

Form  577. 
GLASS. 

To  manufacture  glass  and  glassware  in  any  and  all  of  their  various 
kinds  and  branches,  including  plain,  ornamental  and  decorated  glass  and 
glassware,  lamp,  electric  light  and  other  goods;  and  to  deal  in  and  sell 
the  same;  and  to  manufacture,  deal  in  and  sell  glass,  melting  pots,  pot 
room  materials  and  products; 'and  to  make  molds  and  tools  required  for 
manufacturing  glass  and  glassware  packages  for  packing  the  same,  and 
make,  buy,  sell  and  deal  in  any  and  all  articles  to  attach  to  glassware 
when  manufactured,  and  trimmings  for  the  same;  and  to  deal  in  patents 
and  patent  rights  pertaining  to  the  manufacture  of  glass  and  glassware, 
and  to  do  any  other  business  which  may  be  incident  to  those  herein  set  out 
and  enumerated. 

Form  578. 
GOLD  AND  SILVER. 

To  mine,  smelt  and  refine  gold,  silver,  copper  and  other  metals,  to 
manufacture  metal  goods  and  buy  and  sell  general  merchandise  incident 
thereto. 

Form  579. 
GOLD  MINING. 

To  acquire  mines  and  mining  rights  and  other  property,  to  own,  work 
and  lease  gold  and  other  mineral  lands,  to  treat,  transport  and  dispose 
of  the  ores  and  other  products  obtained  therefrom  or  thereunder,  to  con- 
struct and  operate  such  works  as  shall  be  necessary,  and  generally  to  do 
and  perform  all  or  any  of  the  matters  aforesaid,  and  all  other  acts  and 
things  which  in  the  judgment  of  this  company  may  be  requisite  for  its  pur- 
poses  or   incidental   thereto. 

Form  580. 
GRAIN  BUSINESS. 

To  buy,  sell,  trade  and  deal  in  giain,  feed,  hay,  straw  and  other  agri- 
cultural products  at  wholesale  and  retail. 


SPECIFIC  OBJECT  CLAUSES.  451 

Form  581. 
GRAIN. 

To  puroliasc,  sell,  ship,  export  and  deal  in  all  kinds  of  grains,  cereals 
and  their  products,  and  partieiil'irly  to  purchase,  sell  and  deal   in  flour. 

Form  582. 
GRAIN  ELEVATORS. 

To  construct,  buy,  lease  and  otherwise  acquire,  and  to  operate,  sell, 
trade  and  otherwise  nrake  use  of  elevators  for  the  storage  of  grains  and 
cereals  of  all  classes. 

Form  583. 
GRAIN  MILLING. 

To  buy,  handle,  store  and  sell  grain,  flour,  feed,  chop,  hominy,  meal 
and  all  the  other  products  that  may  be  manufactured  from  grain  of  all 
kinds;  and  to  manufacture  and  sell  any  and  all  the  products  that  may 
be  manufactured  from  grains  of  any  kind;  and  to  do  a  general  milling 
and  manufacturing  business  in  said  grains  and  other  products,  and  in  any 
materials  necessary,  useful  or  convenient  in  carrying  on  said  milling 
and  manufacturing  business;  and  to  carry  on  a  general  merchandising 
business. 

Form  584. 
GRAIN  AND  PRODUCE  BUSINESS. 

To  conduct  and  carry'  on  the  business  of  buying,  selling  and  dealing  in 
all  kinds  of  grain,  hay  and  other  farm  produce  and  farm  products,  live 
stock  and  provisions,  coal,  wood  and  other  kinds  of  fuel,  and  all  other 
kinds  of  goods,  wares  and  merchandise,  and  to  do  a  general  commission, 
and  brokerage  business  in  any  or  all  of  the  foregoing  kinds  of  property, 
and  also  to  build,  acquire,  own,  operate  and  maintain  a  warehouse  and 
storage  business,  and  to  do  and  transact  all  other  business  necessary  or 
incidental  to  the  conduct  and  carrying  on  of  the  business  aforesaid. 

Form  585. 
GRAPHITE. 

To  mine,  mill,  refine  and  sell  graphite  and  the  by-products  thereof,  to 
manufacture  and  sell  graphite  products,  and  to  manufacture  and  sell 
products  from  refuse  obtained  in  the  mining  and  manufacture  of  graphite. 

Form  586. 
GREASE. 

To  engage  in  the  manufacture  and  sale  of  paints,  lubricating  and  cool- 
ing oils,  waste  and  grease,  for  any  and  all  purposes  for  which  said  articles 
may  be  used  and  any  by-products  thereof;  and  to  acquire  and  sell  rights 
to  use  any  patents  or  processes  for  the  manufacture  of  said  articles. 


452       CORPORATION  FORMS  AND  PRECEDENTS. 

Form  587. 
GROCERIES. 

To  buy,  sell,  trade  and  deal  in,  at  wholesale  and  retail,  groceries,  pro- 
visions, food  supplies,  wares,  vegetables,  produce,  and  all  other  articles 
and  things  incidental  to  a  general  grocery,  vegetable,  food  supply,  poul- 
try, fish,  game,  produce  and  provision  mercantile  business. 

Form  588. 
GROCERIES. 

To  manufacture,  buy  aud  sell  groceries,  merchandise  and  articles  for 
personal,  domestic  and  household  use. 

Form  589. 
GUARANTEE. 

To  carry  on  the  business  of  a  guaranty  company,  including  therein  the 
granting  of  policies  guaranteeing  the  fidelity  of  individuals  filling  or 
about  to  fill  situations  of  trust  or  confidence,  and  such  other  description  of 
ordinary  guaranty  business  as  the  company  may  from  time  to  time  think 
fit  to  conduct.  To  indemnify  principals  and  employers  against  liability 
to  make  compensation  by  reason  of  injury  or  damage  occurring  to  or 
caused  by  agents,  servants  and  workmen.  To  reinsure  or  counter-insure 
any  of  the  risks  undertaken  by  this  company. 

Form  590. 
GUARANTEE  AND  INDEMNITY. 

(1)  To  guarantee  the  fidelity  of  persons  filling  or  about  to  fill  situations 
of  trust  or  confidence,  and  the  due  performance  and  discharge  by  such 
persons  of  all  or  any  of  the  duties  and  obligations  imposed  on  them  bv 
contract  or  otherwise.  (2)  To  guarantee  the  due  performance  and  dis- 
charge by  receivers,  official  and  other  liquidators,  committees,  guardians, 
executors,  administrators,  trustees,  attorneys,  brokers,  and  agents  of  their 
respective  duties  and  obligations.  (3)  To  guarantee  the  payment  of  money 
secured  by  or  payable  under  or  in  respect  of  debenture  bonds,  debenture 
stock,  contracts,  mortgages,  charges,  obligations  and  securities  of  any 
Company  or  of  any  authority,  snj)renie,  municipal,  local,  or  otherwise,  or 
of  any  persons  whomsoever,  whether  corporate  or  unincorporate.  (4)  To 
guarantee  persons  filling  or  about  to  fill  situations  of  trust  or  confidence 
against  liabilities  in  connection  therewith,  and  in  particular  against  lia- 
bilities, resulting  from  the  misconduct  of  any  co-trustee,  co-agent,  sub- 
agent,  or  other  person,  or  from  the  insufficiency,  imperfection,  or  de- 
ficiency of  title  to  property,  or  from  any  insufficiency,  imperfection,  or 
deficiency  in  any  security,  or  from  any  bankruptcy,  insolvency,  fraud,  or 
tortious  act  on  the  part  of  any  other  persons,  or  from  any  error  of  judg- 
ment or  misfortune.  (5)  To  guarantee  the  title  to  or  quiet  enjoyment 
of  property,  either  absolutely  or  subject  to  any  qualifications  or  condi- 
tions,  and  to   guarantee  persons   interested  or  about   to  become   interested 


SPECIFIC  OBJECT  CLAUSES.  453 

in  any  property  against  any  loss,  actions,  proceedings,  claims,  or  demands 
in  respect  of  any  insufficiency  or  imperfection  or  deficiency  of  title,  or  in 
respect  of  any  incumbrances,  burdens,  or  outstanding  rights.  (6)  Gen- 
erally to  carry  on  and  transact  every  kind  of  guarantee  business,  and  every 
kind  of  indemnity  busincs.s,  and  every  kind  of  counter  guarantee  and 
counter  indemnity  business,  and  to  carry  on  the  business  of  insuring  against 
burglary,  against  theft,  against  loss  of  health,  against  loss  of  goods, 
against  calls,-  against  diminution  of  dividends  or  income,  against  loss  of 
profit,  against  loss  or  forfeiture  of  licenses,  leases,  or  other  property 
rights,  or  loss,  or  diminution  of  property  in  po.ssession,  reversion,  remainder, 
expectancy,  jiossibilityj  or  otherwise,  or  loss  through  birth,  or  failure  of 
issue,  or  marriage,  or  by  loss  or  recovery  of  contractual  or  testamentary 
capacity,  or  against  accidents,  and  generally  every  kind  of  insurance  and 
reinsurance  business,  whether  of  the  like  or  of  a  different  kind,  and 
whether  now  known  or  hereafter  devised,  except  the  issuing  of  policies  of 
insurance  upon  human  life,  fire  insurance  and  marine  insurance.  (7)  To 
contract  with  leaseholders,  borrowers,  lenders,  annuitants,  and  others  for 
the  establishment,  accumulation,  provision,  and  payment  of  sinking  funds, 
redemption  funds,  depreciation  funds,  renewal  funds,  endowment  funds, 
and  any  other  special  funds,  and  that  either  in  consideration  of  a  lump 
sum  or  an  annual  premium  or  otherwise,  and  generally  on  such  terms  and 
conditions  as  may  be  arranged.  (8)  To  undertake  the  office  of  trustee, 
receiver,  and  liquidator,  whether  official  or  otherwise,  executor,  adminis 
trator,  committee,  manager,  attorney,  delegate,  substitute,  treasurer,  and 
any  other  offices  or  situations  of  trust  or  confidence,  and  to  perform  and 
discharge  the  duties  and  functions  incident  thereto,  and  generally  to  transact 
all  kinds  of  trust  and  agency  business,  either  gratuitously  or  otherwise. 
(9)  To  furnish  and  provide  deposits  and  guarantee  funds  required  in  rela- 
tion to  any  tender  or  application  for  any  contract,  concession,  decree,  en- 
actment, property,  or  privilege,  or  in  relation  to  the  carrying  out  of  any 
contract,  concession,  decree,  or  enactment.  (10)  To  receive  money,  securi- 
ties, and  valuables  of  all  kinds  on  deposit  at  interest  or  for  custody,  and 
generally  to  carry  on  the  business  of  a  safe  deposit  company.  (11)  To 
lend,  deposit,  or  advance  money,  securities,  and  property  to  or  with  such 
persons  and  on  such  terms  as  may  seem  expedient.  (12)  To  grant  policies 
or  enter  into  contracts  for  or  in  respect  of  the  matters  aforesaid  on  such 
terms  and  conditions  as  may  be  arranged,  and,  if  deemed  expedient,  to 
contract  thereby  for  the  payment  or  provision  of  money  or  money's  worth, 
either  by  way  of  liquidated  damages  or  agreed  compensation.  (13)  To 
accumulate  capital  for  any  of  the  purposes  of  the  Company,  and  to  appro- 
priate any  of  the  Company's  assets  to  specific  purposes,  either  conditionally, 
or  unconditionally  and  to  admit  any  class  or  section  of  those  who  insure 
or  have  any  dealings  with  the  Company  to  any  share  in  the  profits  thereof, 
or  in  the  profits  of  any  particular  branch  of  the  Company  's  business,  or  to 
any  special  rights,  privileges,  advantages,  or  benefits.  (14)  Generally  to 
purchase,  take  on  lease  or  in  exchange,  hire,  or  otherwise  acquire  any  real 
or  personal  property  and  any  rights  or  privileges  which  the  Company  may 
think  necessary  or  convenient  with  reference  to  any  of  these  objects, 
or  the  acquisition  of  which  may  seem  calculated  to  facilitate  the  realization 
of  any  securities  held  by  the  Company,  or  to  prevent  or  diminish  any 
apprehended  loss  or  liability,  or  which  may  seem  capable  of  being  profitably 


454   CORPORATION  FORMS  AND  PRECEDENTS. 

dealt  with  by  way  of  resale  or  otherwise  and  in  particular  any  land, 
buildings,  ground-rents,  reversions,  policies,  assurances,  life  interests,  choses 
in  action,  book  debts,  and  other  assets.  (15)  To  pay,  satisfy,  or  com- 
promise any  claims  made  against  the  Company  which  it  may  seem  6x^)0- 
dient  to  pay,  satisfy,  or  compromise,  notwithstanding  that  the  same  may 
not  be  valid  in  law.     To  re-insure  and  effect  counter-guarantees. 

Form  591. 
GUNS. 

To  manufacture  and  sell  guns,  cannon,  projectiles  and  other  equip- 
ments and  materials  of  war,  and  to  contract  with  governments  or  other 
parties  for  the  supply  of  the  same,  or  to  grant  licenses  to  manufacture, 
use  and  sell  the  same  under  letters  patent  or  inventions;  and  for  the 
purpose  of  conducting  said  business  to  purchase,  lease,  own  and  sell  such 
letters  patent,  real  estate  and  personal  property  as  may  be  required  for 
its  prosecution. 

Form  592. 
HABERDASHERS. 

manufacture,  purchase  and  sell  merchandise  for  personal  and  house- 
hold use  and  ornament,  and  generally  such  articles  of  merchandise  as  are 
dealt   in  by  department  stores. 

Form  593. 
HARDWARE. 

To  manufacture,  purchase  and  sell  mill  machinists',  electric,  plumo 
ers'  and  house  furnishing  supplies  and  tools  and  general  hardware. 

Form  594. 
HARDWARE. 

To  manufacture  and  sell  articles  made  of  brass  and  other  metals  used 
for  building,  hardware  and.  fittings,  wagon  and  automobile  fittings,  and 
for  clothes  hooks  and  other  novelties  and  furnishings  of  a  similar  character 
made  from  metal. 

Form  595. 
HARDWARE. 

To  carry  on  a  general  hardware  business,  including  the  purchase  and 
sale  of  all  kinds  of  hardware,  at  wholesale  and  retail,  and  to  lease,  buy, 
hold  and  sell  all  such  property,  real  or  personal,  as  may  be  necessary  to 
the  prosecution  of  the  said  business. 

Form  596. 
HARNESS. 

To  manufacture,  buy,  sell  and  deal  in  all  kinds  of  leather;  to  manu- 
facture, buy,  sell,  and  deal  in  harness  and  saddlery,  and  all  other  articles 


SPECIFIC  OBJECT  CLAUSES.  455 

made  wholly  or  partly  of  leather;  to  manufacture,  buy,  sell,  and  deal  in 
hardware  of  all  kinds;  to  produce,  buy,  and  sell  all  kinds  of  hides,  tan 
bark  and  other  materials  used  in  tanning  or  the  manufacture  of  leather 
goods,  or  articles  made  wholly  or  partly  of  leather,  or  hardware;  to  acquire 
and  deal  in  patents  or  patent  rights  pertaining  to  tanning  or  the  manufac- 
ture of  leather  goods  or  hardware,  and  to  sell  such  patents  and  patent  rights 
everywhere  to  others;  to  mine,  buy,  and  sell  coal  and  iron  ore,  and  manu- 
facture and  deal  in  coke;  to  do  a  general  mercantile  business,  by  buying 
and  selling  goods,  wares  and  merchandise,  at  wholesale  and  retail;  and  tn 
do  all  things  incident  to  and  proper  in  the  carrying  out  of  the  purposes 
aforesaid. 

Form  597. 
HATS. 

To  manufacture,  buy,  sell  and  deal  in  hats,  hat  frames,  millinery  trim 
mings,  clothing,  garments,  apparel,  dress  furnishings  for  men  and  womeu. 
and  other  articles  of  a  similar  or  cognate  character. 

Form  598. 
HEAT  AND  POWER. 

To  transport  heat  and  power  by  means  of  superheated  water  and  steam 
from  a  central  depot  through  proper  pipes  laid  under  the  streets  in  order 
for  compensation  and  gain  to  heat  houses,  to  furnish  power  for  manu- 
facturing and  commercial  purposes,  to  run  elevators,  to  cook,  to  propel 
street  cars,  to  extinguish  fire  in  buildings  and  to  do  any  and  all  such 
things  for  which  by  this  process  they  may  be  available  under  the  various 

patents  issued  by  the  United  States  for  inventions  by And 

further  to  manufacture,  sell  and  put  in  place  all  such  articles  as  may  be 
necessary  for  the  adaptation  and  utilization  of  superheated  water  and 
steam  and  to  and  for  the  purposes  for  which  they  may  be  used. 

Form  599. 
HEATING  APPARATUS. 

To  purchase,  manufacture  and  sell  heaters,  stoves,  furnaces  and  other 
devices  and  appliances  for  generating  heat,  to  purchase,  take  out,  use 
and  sell  letters  patent  of  the  United  States  and  elsewhere  for  such  de- 
vices and  appliances  and  to  issue  licenses  to  others  to  purchase,  manufacture 
and  sell  said  heaters,  stoves,  furnaces,  devices  and  appliances. 

Form  600. 
HEATING  COMPANY. 

To  manufacture,  use,  sell  and  lease  the  articles  manufactured  by  said 
company,  including  engines,  boilers,  heaters,  radiators  for  heating,  gas 
generators  for  lighting  and  heating  and  other  devices  appertaining  to  the 
same  acts  and  connected  therewith  and  to  do  and  perform  all  acts  and 
things  necessary  and  proper  in  the  conduct  of  said  business. 


456   CORPORATION  FORMS  AND  PRECEDENTS. 

Form  601. 
HEATING  APPARATUS. 

To  make,  manufacture  and  construct,  to  contract  for  the  manufacture  and 
construction  of,  and  to  acquire,  operate,  maintain,  buy,  use,  hold,  sell,  lease, 
rent  or  mortgage,  all  heating  apparatus,  and  the  various  parts  thereof,  and 
articles  belonging  to  or  connected  therewith  and  all  appliances  and  ma- 
chinery relating  thereto;  to  acquire  by  purchase,  assignment  or  other- 
wise letters  patent  of  the  United  States  and  other  countries,  and  terri- 
torial and  other  rights  and  licenses  thereof,  which  may  be  of  value  or 
advantage  to  the  carrying  out  of  the  above  mentioned  objects  or  any  of 
them,  and  to  dispose  of  the  same  by  sale,  license,  assignment  or  otherwise. 

Form  602. 
HISTORICAL  SOCIETY. 

To  collect,  preserve  and  own  such  records,  books,  manuscripts,  charts, 
maps,  and  other  material  as  may  be  deemed  worthy  of  a  place  in  its 
archives,  together  with  articles  of  an  historical  or  antiquarian  value  to 
be  kept  in  its  cabinet  or  museum  department,  and  to  have  and  hold,  buy, 
and  sell  such  property  real  and  personal,  as  may  be  necessary  to  carry 
out  the  objects  of  the   creation   of  said  corporation. 

HOLDING  COMPANY. 
See  Investment  Company. 

Form  603. 

HORSE  SHOES. 

To  manufacture  horse  shoes  from  iron  or  steel,  or  other  metal,  or  from 
rubber,  canvas,  or  fibrous  material,  or  other  material  of  which  horse 
shoes  are  now  or  may  hereafter  be  manufactured,  or  to  manufacture 
horse  shoes  from  a  combination  of  any  or  all  of  the  said  materials. 

Form  604. 
HORTICULTURE. 

To  carry  on  the  business  of  horticulture,  including  the  growing,  buy- 
ing and  selling  of  trees,  plants,  flowers,  seeds  and  all  commodities  or 
products  relating  to  the  business  of  horticulture. 

Form  605. 
HOSIERY. 

To  manufacture  and  sell  hosiery  and  knit  goods,  and  to  dye  and  furnish 
similar  articles  for  others. 

Form  606. 
HOSIERY. 

To  manufacture  and  sell  hosiery,  underwear  and  knit  goods  of  silk,  cot- 
ton, wool  and  other  fibre  and  any  mixtures  thereof. 


SPECIFIC  OBJECT  CLAUSES.  457 

Form  607 
HOTEL. 

To  carry  on  the  hotel,  apartment  house,  restaurant  and  cafe  business. 

Form  608. 
HOTEL. 

To  establish  and  maintain  a  hotel  and  apartment  house  in  the  City  of 


Form  609. 
HOTEL  (ANOTHER  FORM). 

To  carry  on  the  business  of  hotel,  restaurant,  cafe,  tavern,  beer-house, 
refreshment  room,  and  lodging-house  keepers,  licensed  victualers,  wine, 
beer  and  spirit  merchants,  brewers,  maltsters,  distillers,  importers  and 
manufacturers  of  aerated,  mineral  and  artificial  waters  and  other  drinks, 
purveyors,  caterers  for  public  amusements  generally,  coach,  cab  and  car- 
riage proprietors,  livery  stable  keepers,  farmers,  dairymen,  ice  merchants, 
importers  and  brokers  of  food,  live  and  dead  stock,  and  domestic  and  for- 
eign produce  of  all  descriptions,  hairdressers,  perfumers,  chemists,  propri- 
etors of  clubs,  baths,  dressing-rooms,  laundries,  reading,  writing,  and  news- 
]iaper  rooms,  libraries,  grounds,  and  places  of  amusement,  recreation,  sport, 
entertainment,  and  instruction  of  all  kinds,  tobacco  and  cigar  merchants, 
agents  for  railway  and  shipping  companies  and  carriers,  theatrical  and 
opera  box  office  proprietors,  .entrepreneurs  and  general  agents,  and  any 
other  business  which  can  be  conveniently  carried  on  in  connection  there- 
with. 

Form  610. 
HOTEL  COMPANY. 

To  purchase  and  operate  as  a  pleasure  and  health  resort  the  property 

formerly  held  by  the Company,  in  the  county  of , 

State  of    ,  including  the  operation  of  stores  and  the  shipment  of 

mineral  waters;  and  for  the  further  purpose  of  leasing  the  said  property  as 
a  whole,  or  in  parcels,  and  when  no  longer  needed  for  the  purposes  of 
the  corporation  to  sell  the  same  or  any  part  thereof,  as  the  stockholders 
in  general  meeting  shall  approve. 

Form  611. 
ICE  AND  COLD  STORAGE. 

To  manufacture  ice,  create  cold  or  warm  storage,  to  erect  all  neces- 
sary buildings  for  ^ts  successful  operation,  to  deal  in  ice,  to  buy,  sell,  own 
or  lease  real  estate  necessary  for  its  business,  with  the  privilege  of  leasing 
or  renting  to  others  storage  apartments.  In  general  to  do  anj-thing  con- 
nected with  the  manufacture  of  ice,  to  buy  or  sell  ice,  or  to  conduct  ihe 
warm  or  cold  storage  business  connected  therewith. 


458       CORPORATION  FORMS  AND  PRECEDENTS. 

Form  612. 
ICE. 

To  buy,  sell,  manufacture  and  deal  in  ice;  to  maintain  refrigerators 
for  frozen  products,  and  to  conduct  a  general  cold  storage  business. 

Form  613. 
ICE  CREAM. 

To  manufacture,  buy,  prepare  and  sell  ice  cream  and  ices,  as  well  as 
milk,  cream  ingredients  for  making  ice  cream  and  ices  and  soda  fountain 
supplies. 

Form  614. 
IMPROVEMENT  COMPANY. 

To  acquire,  receive  and  hold  any  grants,  concessions,  licenses,  or  monopo- 
lies or  other  rights  which  may  be  granted  by  any  nation,  state,  municipality, 
or  other  public  or  private  authority,  and  to  dispose  thereof  or  to  grant 
rights  or  licenses  thereunder  to  any  person,  corporation,  firm  or  partner- 
ship. To  acquire  and  hold  by  purchase,  lease  or  otherwise,  lands,  tene- 
ments, and  hereditaments  in  the  United  States  and  the  territories  of  the 
United  States,  or  any  other  place  or  places  where  any  part  of  the  busi- 
ness of  this  company  may  be  carried  on,  for  the  proper  and  advantageous 
use  of  said  company,  to  any  amount  allowed  by  law;  and  to  use,  improve, 
manage,  lease,  mortgage,  or  otherwise  encumber  any  or  all  of  said  lands, 
tenements,  or  hereditaments  and  real  property  of  every  description  and 
tenure,  and  to  dispose  of  the  same  or  any  or  all  thereof  when  no  longer 
wanted  for  the  purposes  of  the  company  in  the  prosecution  of  its  business. 
To  develop  any  lands  and  property  in  such  manner  as  to  the  board  of 
directors  of  said  company  may  seem  proper  and  advantageous  for  said 
company,  and  to  erect  warehouses  or  any  other  structures  thereon.  To 
construct,  use  and  operate,  water  works,  reservoirs,  wells,  aqueducts,  mines 
and  other  works  and  conveniences  necessary  or  proper  for  the  use  of  said 
company.  To  carry  on  a  general  commercial,  industrial  and  mining  busi- 
ness in  the  United  States,  or  the  territories  thereof,  or  elsewhere,  which  in 
the  judgment  of  the  directors  and  oflacers  of  the  company  may  be  most 
advantageous  to  the  interests  of  said  company  and  necessary  for  the 
purposes  of  its  incorporation.  To  buy,  sell,  or  otherwise  deal  in,  any 
and  all  commodities,  Tnerchandise  and  property  of  every  description, 
and  to  carry  on  any  business  the  carrying  on  of  which  may  be  deemed  by 
the  board  of  directors,  conducive  to  the  development  of  the  property  or 
interests,  or  necessary  or  useful  to  the  company,  and  to  do  any  and  all  acts 
and  things  incidental  thereto  or  connected  therewith.  To  purchase  or 
acquire  machinery,  implements,  property  and  articles  necessary  or  adapted 
to  the  business  of  the  company,  and  to  become  carriers  by  land  or  water 
for  the  purposes  hereof  on  its  own  behalf  or  on  account  of  others.  To 
borrow  and  lend  money  for  the  purposes  of  the  company's  business  and 
to  secure  the  repayment  thereof  in  such  manner  as  in  the  judgment  of  the 
board  of  directors  may  be  most  advantageous  and  to  that  end  if  necessary, 
to  mortgage  or  otherwise  pledge  all  or  any  part  of  the  property  of  the 


SPECIFIC  OBJECT  CLAUSE.S.  459 

company,  including  its  undertaking,  franchises,  and  its  franchise  to  be 
a  corporation;  and  to  issue  and  deposit  any  securities  which  the  company 
has  power  to  issue,  by  way  of  mortgage  or  otiierwise  to  secure  any  sum 
less  than  the  nominal  amount  of  said  securities,  and  also  by  way  of  se- 
curity for  the  performance  of  any  contract  or  obligation  of  the  company. 
To  receive  money  on  deposit  or  loan,  and  to  issue  drafts,  notes  or  other  evi- 
dences of  indebtedness,  and  to  carry  on  any  business  or  undertaking  which 
the  board  of  directors  may  deem  useful  or  necessary,  for  the  benefit  of 
the  company  which  might  be  lawfully  carried  on  by  a  firm  or  copartnership 
lawfully  formed  under  the  laws  of  the  state  of 

Form  615. 
INCANDESCENT  LIGHT. 

To  manufacture  and  sell  the and  other  gas  burners  and  gas 

appliances  of  all  kinds;  to  purchase,  hold  and  sell  patent  rights  relating 
to  the  same;  to  hold,  buy,  sell  and  deal  generally  in  such  real  and  personal 
estate  as  may  be  necessary,  in  so  far  as  may  legally  be  done  in  the 
successful  prosecution  of  said  business;  and  to  manufacture  and  sell  the 
said  products  of  said  corporation  and  patent  rights  under  such  patents  as 
said  corporation  may  from  time  to  time  acquire. 

Form  616. 
INFORMATION  BUREAU. 

To  maintain  and  operate  for  profit  a  trade  information  bureau  for  the 
collection  and  supplying  of  information  as  to  foreign  and  domestic  mar- 
kets, as  to  credit  and  standing  of  firms,  corporations  and  individuals,  as  to 
proposals  for  work,  as  to  merchandise  for  sale  or  exchange,  as  to  available 
unemployed  labor,   and   as  to  other  subjects  of  trade  interest. 

Form  617. 
INK. 

To  manufacture,  use  and  sell  printing  inks,  lithographic  inks,  and  all 
other  kinds  of  ink.  To  acquire  patent  rights  for  all  machinery,  tools  and 
utensils  required  for  manufacturing  printing  ink,  lithographic  ink  and 
other  ink,  and  to  transact  all  other  business  that  may  be  necessary  for  the 
production,  storage  and  sale  of  ink. 

Form  618. 
INSECT  POWDER. 

To  manufacture  and  soil,  both  at  wholesale  and  retail,  powders,  liquids 
and  pastes  for  the  extermination  of  different  kinds  of  insects  and  vermin. 

Form  619. 
INSTALLMENT  HOUSES. 

To  conduct  a  store  for  the  selling  of  clothing,  wearing  apparel  and  house 
furnishing  goods,  for  cash  and  on  installments. 


460      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  620. 
INSURANCE  (ACCIDENT). 

To  grant  either  in  the  United  States  or  abroad,  policies  or  other  instru- 
ments of  assurance  against  or  insuring  compensation  or  payment  in  case 
of  death  or  injury  to  health  or  limb  by  railway  accident  or  ship  wreck,  or 
other  perils  of  the  land  or  sea,  or  any  other  accident  or  misadventure,  or 
violence  during  any  journey  or  voyage  by  land  or  water,  or  during  any  other 
limited  or  specified  period.  To  grant  assurance  upon  the  contingency  of 
injury  or  total  loss  by  reason  of  accidents  of  any  description  to  horses,  cat- 
tle or  other  animals,  plate  and  other  glass,  or  real  and  personal  property  of 
any  kind.  To  prepare,  provide,  and  supply  medicines  and  surgical  aid  and 
treatment  or  any  other  assistance  and  all  remedies  and  requirements  in  case 
of  accident  or  harm  to  any  person  or  the  family  and  household  of  any  per- 
son whom  the  company  shall  insure  or  to  any  person  dwelling  or  staying 
in  the  house  of  such  person  insured,  or  to  cattle,  horses  and  other  animals. 
To  contribute  to  the  funds  of  any  hospital  or  other  institutions  which 
eflficiently  serve  or  agree  to  serve  the  company 's  clients  in  case  of  accident  or 
harm  and  to  pay  such  institutions  for  such  services.  To  contribute  to  the 
funds  of  societies,  institutions  or  establishments  promoting  or  tending  to  pro- 
mote the  spread  of  sanitary  science  and  the  practical  application  thereof  to 
public  or  private  use,  and  to  pay  for  work  done  or  services  rendered  by  them 
to  the  company  or  the  company  's  clients. 

Form  621. 
INSURANCE  (BOILER). 

To  insure  all  kinds  of  steam  boilers  against  injury,  damage  or  loss 
caused  by  explosion,  and  to  insure  buildings,  machinery  and  other  prop 
erty  against  injury,  damage  or  loss  consequent  upon  boiler  explosions  or 
collapse  of  flues.  To  indicate  and  inspect  steam  engines  in  connection 
A-ith  insured  boilers;  to  inspect  boilers  and  machinery  for  purchasers  and 
others. 

Form  622. 
INSURANCE  (FIRE). 

To  insure  houses,  tenements,  merchandise,  and  all  other  property  and 
effects,  real  and  personal,  against  loss  or  damage  by  fire,  storm,  accident 
or  otherwise,  and  to  carry  on  the  ordinary  business  of  fire  insurance  in  all 
its  branches.  To  rebuild,  repair,  replace  or  reinstate  houses,  buildings, 
machinery  and  every  other  description  of  property  which  may  be  insured 
by  the  liompany  and  to  carry  on  any  kind  of  business  necessary  or  expe- 
dient for  any  such  purpose.  To  join  or  subscribe  to  any  salvage  or  pro- 
tective society  or  committee,  whether  mutual  or  otherwise,,  in  any  way  con- 
nected with  any  of  the  objects  of  the  company.  To  reinstate  or  counter- 
insure  any  of  the  risks  undertaken  by  the  company.  To  effect  as  agents 
for  others  insurance  of  every  kind  and  against  every  and  any  contin- 
gency. 


SPECIFIC  OBJECT  CLAUSES.  461 

Form  623. 
INSURANCE  (GENERAL). 

To  insure  against  any  damages  or  loss  by  fire  and  against  all  various 
risks  and  all  other  liabilities,  casualties,  and  hazards,  upon  any  and  every 
kind  of  property,  real,  personal  and  mixed,  and  to  make  insurance  on 
lives;  to  grant  annuities;  to  receive  endowments;  to  contract  for  rever- 
sionary interests;  to  insure  plate  glass  against  breakage  or  destruction  by 
accident  and  casualties  from  whatever  cause  arising;  to  guarantee  the 
payment  of  promissory  notes,  bills  of  exchange  and  other  evidences  of  in- 
debtedness; to  guarantee  the  payment  of  all  bonds  of  security  or  indem- 
nity; to  lend  money  on  bottomry  and  respondentia;  to  cause  itself  to  be 
insured  against  all  risks  it  may  have  in  any  property  or  life  either  in  its 
own  right,  or  by  virtue  of  any  bonds  or  advances,  or  of  any  policy  or 
contract  of  insurance;  to  invest  its  capital  stock  or  other  funds  of  the 
company  or  funds  deposited  with  it  in  bank  stocks  or  in  other  stocks  and 
bonds  and  securities,  whether  public  or  private,  or  in  incorporated  com- 
panies; to  purchase  and  when  necessary  to  sell  such  bonds,  stocks  and  se- 
curities; to*  discount  notes,  bills  of  exchange,  or  other  commercial  paper 
and  to  receive  the  interest  in  advance;  to  lend  money  on  personal  or 
real  security;  to  receive  on  deposit  money  and  other  property  and  certifi- 
cates therefor  and  to  pay  interest  thereon;  to  purchase  real  estate  in  sat- 
isfaction of  debts  due  or  sell  the  same;  to  erect  safety  vaults  and  rent 
them  to  other  persons  and  to  do  all  other  things  necessary  to  carry  on  a 
general   insurance  business. 

Form  624. 
INSURANCE  (LIFE). 

To  carry  on  the  business  of  life  insurance  in  all  its  branches,  and  in  par- 
ticular to  grant  or  effect  insurance  of  all  kinds  for  the  payment  of  money 
by  way  of  a  single  payment  or  by  several  payments,  or  by  way  of  imme- 
diate or  deferred  annuities  or  otherwise  upon  the  happening  of  all  or  any 
of  the  following  events,  namely:  the  death  or  marriage,  or  birth,  or  sur- 
vivorship or  failure  of  issue  or  of  the  attainment  of  a  given  age  by  any 
person  or  persons  or  at  the  expiration  of  any  fixed  or  ascertainable  period, 
or  the  occurrence  of  any  contingency  or  event  which  would  or  might  bo 
taken  to  affect  the  interest  whether  in  possession,  vested,  contingent,  ex- 
pectant, provisional  or  otherwise  of  any  person  or  persons  in  any  prop- 
erty, or  the  loss  or  recovery  of  contractual  or  testamentary  capacity  in 
any  person  or  persons,  and  also  (in  connection  with  the  insurance  on  the 
life  or  lives  of  the  same  person  or  persons  but  not  otherwise)  to  grant 
insurance  payable  upon  or  after  the  happening  of  personal  injuries  caused 
by  accident  of  any  kind  or  upon  the  happening  of  sickness  or  bodily  or 
mental  incapacity.  To  grant  annuities  of  all  kinds  whether  dependent 
on  human  life  or  otherwise  and  whether  perpetual  or  terminal>le,  and 
whether  immediate  or  deferred  and  whether  contingent  or  otherwise. 

To  contract  with  lease  holders,  borrowers,  lenders,  annuitants,  and 
others,  for  the  establishment,  accumulation,  provision  and  payment  of 
sinking  funds,  redemption  funds,  depreciation  funds,  renewal  funds,  en- 
dowment funds,  and  any  other  special  funds,  and  that  either  in  consid- 


462   CORPORATION  FORMS  AND  PRECEDENTS. 

eration  of  a  lump  sum  or  of  annual  payments  or  otherwise,  and  generally 
on  such  terms  and  conditions  as  may  be  arranged.  To  purchase  and 
deal  in  and  lend  on  life,  reversionary  and  other  interests  in  property  of 
all  kinds  whether  absolute  or  contingent,  or  expectant,  and  whether  ter- 
minable or  not,  and  to  acquire,  lend  money  on,  redeem,  cancel,  or  ex- 
tinguish by  purchase,  surrender,  or  otherwise,  any  policy,  security,  grant 
or  contract,  issued,  made  or  taken  over  and  entered  into  by  the  company. 
To  reinsure  and  counter-insure  all  or  any  risks  and  to  undertake  all 
kinds  of  reinsurance  and  counter-insurance  connected  with  any  of  the 
business  aforesaid.  To  give  to  any  class  or  section  of  those  who  insure 
or  have  other  dealings  with  the  company  any  rights  over  or  in  relation 
to  any  fund  or  funds  or  a  right  to  participate  in  the  profits  of  the  com- 
pany or  in  the  profits  of  any  particular  branch  or  part  of  its  business 
or   any   other   special   privileges,   advantages,   or   benefits. 

Form  625. 
INSURANCE  (MARINE). 

To  insure  against  every  description  of  marine  risk,  which  may  legally 
be  undertaken,  relating  to  the  perils  of  the  sea,  fire,  war,  reprisals,  and 
all  other  risks  of  a  like  nature  incidental  to  the  seas,  ships,  vessels,  and 
water  craft  of  all  descriptions,  and  also  the  freights,  goods,  merchandise, 
cargo,  and  all  property  whatsoever  in  or  on  board  of  the  same, 
whether  the  property  of  members  of  the  company  or  not,  so  far  as 
the  same  may  be  effected  or  made  according  to  law.  To  insure  all  other 
matters  and  things  which  lawfully  may  or  can  be  from  time  to  time 
insured  or  be  the  subject  of  insurance  against  perils  of  the  sea,  and  also 
generally  to  carry  on  any  other  branches  and  departments  of  the  insurance 
business. 

Form  626. 
INSURANCE  AGENTS. 

To  act  as  agent  for  insurance  companies  in  soliciting  and  receiving  ap- 
plications for  fire,  casualty,  plate  glass,  boiler,  elevator,  accident,  health, 
burglary,  rent,  marine,  credit,  and  life  insurance,  and  all  other  kinds  of 
insurance,  the  collection  of  premiums,  and  doing  such  other  business  as 
may  be  delegated  to  agents  by  such  companies,  and  to  conduct  a  general 
insurance  agency  and  insurance  brokerage  business. 

Form  627. 
INSURANCE  AND  BOND  AGENCY. 

To  procure  life  insurance  upon  favorable  terms  for  those  desiring  it, 
but  who  may  not  be  financially  able  to  carry  the  same  on  the  usual  terms 
and  to  procure  good  interest  paying  bonds  as  an  investment  for  those 
desiring  to  make  investments  in  large  or  small  amounts. 


SPECIFIC  OBJECT  CLAUSES.  463 

Form  628. 
INVESTMENT. 

To  acquire,  own,  sell  and  otherwise  dispose  of,  and  deal  in,  stocks, 
bonds,  mort^'ajjes,  securities,  notes  and  commercial  paper  of  corporations 
and  individuals. 

Form  629. 
INVESTMENT  COMPANY. 

(1)  To  acquire  by  purchase,  subscription  or  otherwise,  and  to  hold  us 
investment  or  otherwise,  any  bonds  or  other  securities  or  evidences  of 
indebtedness,  or  any  shares  of  capital  stock  created  or  issued  by  any  other 
corporation   or   corporations,    aseociation   or   associations,   of   the   state   of 

,  or  of  any  other  state,  district,  territory  or  country.     (2)   To 

purchase,  hold,  sell,  assign,  transfer,  mortgage,  pledge  or  otherwise  dis- 
pose of  any  bonds  or  other  securities  or  evidences  of  indebtedness  created 
or  issued  by  any  other  corporation  or  corporations,  association  or  associa- 
tions, of  the  state  of ,  or  of  any  other  state,  district,  territory 

or  country;  and  while  the  owner  thereof,  to  exercise  all  the  rights,  powers 
and  privileges  of  ownership.  (3)  To  purchase,  hold,  sell,  assign,  trans- 
fer, mortgage,  pledge,  or  otherwise  dispose  of  shares  of  the  capital  stock 
of  any  other  corporation  or  corporations,  association  or  associations,  of 
the  state  of ,  or  of  any  other  state,  district,  territory,  or  coun- 
try; and  while  the  owner  of  such  stock,  to  exercise  all  the  rights,  powers 
and  privileges  of  ownership,  including  the  right  to  vote  thereon.  (4)  To 
aid  in  any  lawful  manner  any  corporation  or  association  of  which  the 
bonds,  or  other  securities,  or  evidences  of  indebtedness  or  stock,  are  hetd 
by  the  company;  and  to  do  any  and  all  lawful  acts  or  things  designed 
to  protect,  preserve,  improve  or  enhance  the  value  of  any  such  bonds,  or 
other  securities,  or  evidences  of  indebtedness,  or  stock.  (5)  To  guarantee 
dividends  on  any  shares  of  the  capital  stock  of  any  corporation  in  which 
this  company  at  the  time  may  have  an  interest  as  stockholder,  and  to 
endorse  or  otherwise  guarantee  the  principal  and  interest  of  notes,  bonds 
or  other  evidences  of  indebtedness  created  or  to  be  created  by  any  such 
corporation. 

Form  630. 
INVESTMENT  COMPANY. 

To  undertake  and  execute  any  trusts  or  agency  in  the  United  States 
or  in  foreign  countries;  to  enter  into  arrangements  with  any  govern- 
ments, or  authorities,  municipal,  local  or  otherwise,  and  obtain  from  such 
government  or  authorities,  rights,  privileges,  grants,  and  concessions, 
and  to  carry  out  and  exercise  and  comply  with  any  such  concessions,  rights, 
privileges,  grants,  and  contracts;  to  purchase,  lease,  or  otherwise  acquire, 
hold,  maintain,  and  improve,  lease,  mortgage,  or  otherwise  dispose  of  con- 
cessions, grants,  or  other  property,  and  to  promote  the  construction,  fin- 
ishing and  equipment  of  railways,  or  of  other  lines  of  transportation  ar.>^ 
storage,  and  such  other  public  works  and  private  enterprises  in  tb- 
United  States  and   foreign  countries  as  may  seem  desirable  to  the  c«.n- 


464   CORPORATION  FORMS  AND  PRECEDENTS. 

pany;  to  promote,  assist,  and  subsidize  companies,  syndicates  and  partner- 
ships for  the  carrying  on  of  any  business  capable  of  being  conducted, 
directly  or  indirectly  calculated  to  enhance  the  value  of,  or  render  prof- 
itable any  of  the  company's  property  or  rights;  to  lend  or  borrow  money 
and  give  any  guarantee  or  evidence  of  indebtedness  for  the  payment  of 
money,  or  the  performance  of  any  obligation,  undertaking  or  contract, 
as  the  directors  may  determine;  provided,  however,  that  the  aggregate 
liabilities  thus  created  shall  not  be  in  excess  of  the  amount  of  the  author- 
ized capital  stock  of  the  company;  to  issue  and  deal  in  bonds,  debentures 
and  other  negotiable  instruments  or  securities  required  or  which  will  aid 
in  the  efficient  conduct  of  the  business  of  the  company. 

Form  631. 
INVESTMENT  COMPANY. 

To  examine  into  the  merits  of  such  railway,  street  railway,  mining,  or 
other  enterprise,  or  properties  as  offer  opportunity  for  investments;  to 
bring  the  same  to  the  attention  of  capitalists;  to  represent  investors 
and  bring  them  into  contact  with  investments;  to  act  as  fiscal  agents  or 
trustees  for  individuals,  firms  or  corporations;  to  represent  railway  or 
other    corporations    as    their   financial    or    business    agent    or    as    registrar 

of  their  stocks  or  bonds  in  the  city  of   or  elsewhere;   to  deal 

in,  take  the  title  to,  or  acquire,  either  absolutely  or  as  trustee,  and  to 
transfer,  hold  and  own  the  stocks  or  bonds  or  other  securities  of  corpora- 
tions, and  to  do  and  perform  all  such  other  lawful  acts  and  things  as  are 
necessary  or  proper  to  the  exercise  of  the  power  and  purposes  herein- 
before enumerated,  or  such  as  are  incidental  thereto,  including  the  power 
to  report  upon  the  condition  and  value  of  properties  and  to  render  ac- 
countings as  to  the  financial  or  physical  condition  and  affairs  of  individ- 
uals, firms  or  corporations,  and  to  employ  for  that  purpose  skilled  experts 
and  accountants. 

Form  632. 
IRON  AND  STEEL. 

To  buy,  sell,  trade  and  deal  in  iron  and  steel  and  all  other  metals,  and 
for  that  purpose  to  acquire,  hold,  use,  sell,  assign,  lease,  grant  and  other- 
wise dispose  of  real  and  personal  property,  including  forges,  furnaces, 
foundries,  mills  and  machinery  necessary  for  the  proper  conduct  of  the  said 
business. 

Form  633. 
IRON  AND  STEEL. 

To  buy,  sell,  manufacture,  fabricate  and  deal  in  all  kinds,  forms  and 
combinations  of  steel,  iron,  or  other  metals,  or  either  or  any  of  them, 
and  in  the  products  of  iron,  steel  or  other  metals,  or  either  or  any  of 
them,  or  in  which  steel,  iron  or  any  other  metal  forms  a  substantial 
part,  including  tools,  machinery,  railway  boiler  parts  and  general  sup- 
plies and  specialties,  and  to  transact  a  general  steel  and  iron  manu- 
facturing,  jobbing,   fabricating,   machinery   and  supply  business;   also   to 


SPECIFIC  OBJECT  CLAUSES.  465 

acquire  by  purchase  or  otherwise,  and  own,  control  and  operate  under 
letters  patent  issued  bj  the  United  States  or  by  the  Government  of  any 
other  country  whatsoever,  securing  any  invention  or  improvement,  and 
any  license  or  shop  rights  under  any  such  letters  patent  which  may  be 
deemed  necessary,  convenient,  expedient  or  useful  in  the  prosecution  of 
its  business  and  to  sell  such  patents  or  patent  rights,  or  to  grant  licenses 
or  shop  rights  thereunder  to  others. 

Form  634. 
IRON  FOUNDRIES. 

To  manufacture,  purchase,  or  otherwise  acquire,  machinery  of  iron  or 
any  other  material  whatsoever,  and  to  hold,  own,  sell  or  otherwise  dis- 
pose of,  trade  in,  deal  in  and  deal  with  the  same,  and  to  purchase  or 
otherwise  acquire  iron,  scrap  iron  and  any  or  all  other  minerals  what- 
soever, and  to  hold,  own,  sell  or  otherwise  dispose  of,  deal  in  and  deal 
with  the  same. 

Form  635. 
IRON  WORKS. 

To  manufacture  and  sell  tanks,  boilers,  stand  pipes,  towers,  iron  and 
steel  ware,  and  articles  of  commerce  of  similar  character  from  wood  or 
metal,  or  both. 

Form  636. 
IRRIGATION. 

To  accumulate,  store,  conduct,  sell,  furnish  and  ship  water  for  mining, 
domestic,  manufacturing  and  agricultural  purposes  from  and  out  of  the 
River   and   its   tributaries    in    the   State   of    

Form  637. 
JEWELRY. 

To  conduct  a  store  or  stores  for  the  manufacturing,  buying,  selling  and 
dealing  in  watches,  silverware,  jewelry,  and  such  articles  of  merchandise 
as  are  sold   in  the  jewelry  business. 

Form  638. 
JEWELERS. 

To  carry  on  business  as  jewelers,  gold  and  silver  smiths,  dealers  in 
china,  curiosities,  articles  of  vertu,  coins,  medals,  bullion,  and  precious 
stones,  and  as  manufacturers  of  and  dealers  in  gold  and  silver  plate, 
plated  articles,  watches,  clocks,  chronometers,  and  optical  and  scientifi' 
instruments  and  appliances  of  every  description,  and  as  commission 
agents  and  general  merchants. 


L-^ 


466       CORPOKATIOX  FORMS  AND  PRECEDENTS. 

Form  639. 
LABOR  SAVING  APPARATUS. 

To  purchase,  niaiuifaeture,  lease  and  sell  labor-saving  machines,  and 
all  appliances  of  every  and  any  nature,  kind  and  description  in  any  way 
connected  with  the  manufacture  of  the  said  machines  in  the  United  States 
or  foreign  countries.  To  apply  for,  obtain  and  acquire  by  purchase  or 
otherwise  and  to  use  and  dispose  of  letters  patent,  licenses,  concessions 
and  grants  for,  or  in  respect  to  the  United  States  or  foreign  countries. 
To  sell,  vend  and  dispose  of  state,  county,  city  and  town  rights  for  the 
use  of  any  and  all  inventions,  patents,  licenses,  concessions  and  grants 
for  the  production  of  labor  saving  machines  in  the  United  States  or 
foreign  countries.  To  buy,  manufacture,  import,  use,  sell  and  produce  and 
distribute  labor  saving  machines  in  the  United  States  or  foreign  coun- 
tries. To  erect,  construct  and  lease  all  work  houses  or  buildings  neces- 
sary for  the  purposes  of  the  company  in  the  United  States  or  foreign 
countries.  To  acquire  real  and  personal  property  in  the  United  States 
or  foreign  countries.  To  make  and  carry  into  effect  contracts  and  agree- 
ments with  any  other  company,  corporation  or  persons,  in  the  United 
States  or  foreign  countries.  And  more  especially  to  manufacture,  license 
and  sell  labor  saving  machines  in  the  United  States  and  Canada.  To  do 
all  or  any  of  the  matters  as  aforesaid  alone,  or  as  agents  for  other 
companies  or  persons. 

Form  640. 
LACE. 

To  manufacture  and  sell,  both  at  wholesale  and  retail,  laces,  edgings, 
flat  and  fancy  braids  and  knit  goods  of  every  description.  » 

Form  641. 
LACQUER. 

To  purchase  or  lease  lands  containing  natural  mineral  or  other  lac- 
quers, mine,  extract,  refine  and  chemically  treat  the  same.  To  manu- 
facture therefrom  paints,  varnish,  japan,  insulating  materials  or  com- 
pounds, or  any  other  valuable  product  of  whatsoever  kind  or  character, 
useful  in  the  commercial  world.  To  chemically  and  scientifically  treat 
woods,  metals  or  other  substances  with  said  lacquer  or  the  products 
thereof.  To  establish,  erect  and  operate  all  necessary  plants,  machinery 
and  devices  for  conducting,  carrying  on  and  dealing  in  the  productions 
of  said  business,  and  to  do  and  perform  any  and  all  things  necessary  and 
requisite  to  be  done  in  utilizing  said  products  and  rendering  said  business 
successful. 

Form  642. 
LAMP  BLACK. 

To  manufacture  lamp  black,  carbon  black,  gas  black  and  kindred  tar- 
oil  i)TO(iuois,  and  to  buy   and  sell   the  same. 


SPECIFIC  OBJECT  CLAUSES.  467 

Form  643. 
LAMPS. 

To  manufacture,  buy,  sell  and  deal  hi  lamps,  lamp  fixtures,  gas  fix- 
tures, all  kinds  of  lighting  devices,  electrical  devices  and  a{)pliance3,  and 
such  other  articles  as  are  usually  manufactured,  bought,  sold  or  dealt  in 
by  manufacturers,  or  dealers   in   a  similar   line  of  business. 

Form  644. 
LAMPS. 

To  buy,  own,  use  and  sell  all  kinds  of  inventions,  whether  patented 
or  not,  relating  to,  used  or  to  be  used  in  any  system  of  lighting,  by 
oil,  petroleum,  mineral  oil,  vegetable  oil,  animal  oil,  or  oil  of  any  char- 
acter, now  known  or  yet  to  be  discovered,  or  invented,  or  by  gas,  vapor, 
or  fluid  illuminating  agent  of  any  sort  whatever;  to  possess,  own  and 
manufacture  any  and  all  appliances,  instruments  and  machinery  de- 
signed for  employment  in  the  development  and  use  of  such  dluminating 
agents  as  those  just  specified;  and  all  patents  relating  thereto  or  to  any 
subject  whatsoever  connected  therewith;  to  sell,  vend,  lease,  or  hire  all 
Buch  appliances,   instruments,   machinery,  fixtures,  or  attachments. 

Form  645. 
LAND  AND  BUILDING  COMPANY. 

To  purchase  for  investment  or  resale,  and  to  traffic  in  land  and  house 
and  other  property  of  any  tenure  and  any  interest  therein,  and  to  create, 
sell  and  deal  in  freehold  and  leasehold  ground  rents,  and  to  make  ad- 
vances upon  the  security  of  land  or  houses  or  other  property,  or  any  inter- 
est therein,  and  generally  to  deal  in,  traffic  by  way  of  sale,  lease,  ex- 
change or  otherwise  with  land  and  house  property  and  any  other  property 
whether  real  or  personal. 

Form  646. 
LAUNDRY. 

To   carry  on   at    in   the   county  of    

and  elsewhere,  the  business  of  a  steam  and  general  laundry,  and  to  wash, 
clean,  purify,  scour,  bleach,  wring,  dry,  iron,  color,  dye,  disinfect,  reno- 
vate and  prepare  for  use  all  articles  of  wearing  apparel,  household, 
domestic,  and  other  linen,  and  cotton  and  woolen  goods  and  clothing,  and 
fabrics  of  all  kinds,  and  to  buy,  sell,  hire,  manufacture,  repair,  let  or  hire, 
alter,  improve,  treat  and  deal  in  all  apparatus,  machines,  materials,  ami 
articles  of  all  kinds,  which  are  capable  of  being  used  for  any  such  pur- 
poses. 

Form  647. 
LAUNDRY. 

To  wash,  scour,  cleanse,  repair,  press  and  iron  any  and  all  materials, 
wearing  apparel,  and  household  supplies,  and  to  conduct  a  general  laundry 
business. 


468      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  648. 
LEATHER. 

To  own,  operate  and  carry  on  one  or  more  tanneries;  to  buy  and  sell 
hides  and  skins;  to  tan  and  finish  leather  of  all  classes  and  kinds;  to  buy 
and  sell  leather;  to  buy  and  sell  scrap  leather  and  the  products  of  tan- 
ning,  and  to  do   all  acts  and  things  connected  with  the  aforesaid  busi- 


ness. 


Form  649. 
LEATHER. 

"(a)  To  manufacture,  produce  and  otherwise  prepare,  and  to  buy 
and  otherwise  acquire,  sell,  store,  transport,  distribute,  dispose  of  and 
deal  in  and  with  (1)  leather,  lumber,  belting,  and  any  and  all  other  mer- 
chandise aBd  commodities  of  whatsoever  nature  and  character,  and  (2) 
any  and  all  materials,  machinery,  appliances,  products  and  supplies  proper 
or  adapted  to  be  used  in  or  in  connection  with  or  incidental  to  the  manu- 
facture, production  or  preparation  of  any  of  the  articles,  merchandise  and 
commodities  aforesaid,  and,  also  (3)  any  and  all  commodities  and  things 
which  result  from  or  are  by-products  of  the  manufacture,  production  or 
preparation  of  leather,  lumber,  belting  or  other  merchandise  or  article,  or 
in  the  manufacture,  production  or  preparation  of  which  any  of  the  said 
articles  may  be  a  factor  or  an  ingredient  or  of  which  the  same  may  be  a 
component  part; 

"(b)  To  engage  in  any  other  manufacturing,  warehousing,  trading  or 
selling  business  of  any  kind  or  character  whatsoever; 

"  (c)  To  acquire,  dispose  of,  lease  and  utilize,  in  the  manner  and  to  the 
extent  permitted  by  law,  lands,  timber,  bark,  tanneries,  mills,  warehouses, 
plants,  and  other  buildings  and  structures,  machinery,  supplies,  and  any 
and  all  articles  and  property,  including  good-will,  which  the  corporation 
may  deem  to  be  necessary  or  convenient  to  the  .attainment  or  furtherann^ 
of  any  of  its  objects."     (Taken  from  charter  of  Central  Leather  Company.) 

Form  650. 
LEATHER. 

To  manufacture,  buy,  sell  and  deal  in  leather  goods,  shoe  goods,  novelties 
and  other  articles  of  commerce  from  wood,  glass,  metal,  paper  and  other 
substances,  and  to  sell  such  articles  so  manufactured  and  articles,  supplies 
and  machinery  necessary  thereto  and  used  therein. 

Form  651. 
LEATHER  GOODS. 

To  manufacture,  buy,  sell  and  deal  in  boots,  shoes,  footwear,  leather 
goods,  trunks  and  bags. 


SPECIFIC  OBJECT  CLAUSES.  469 

Form  652. 
LIBRARY. 

To   establish   and   maintain    in   tiie  City   of    and  elsewhere, 

circ'uhitinfj  liljrarics  and  also  reading  and  writing  rooms  and  a  reference 
library  and  to  furnish  the  same  respectively,  with  books,  reviews,  mag- 
azines, newspapers  and  other  publications  including  instrumental  and  vocal 
music;  to  carry  on  the  business  of  book-selling,  stationers,  jjublishers,  and 
restaurant  proprietors;  and  to  carry  on  the  business  of  booking  seats  to 
Iheateis  and  other  places  of  entertainment. 

Form  653. 
LIGHTING. 

To  manufacture,  vend  and  supjily  consumers  with  heat,  light  or  power, 
improved  gas  fixtures,  gas  savers  and  other  illuminating  and  heating  ap- 
paratus and  conductors  of  gas,  electricity  and  other  force,  used  for  the  pur- 
pose of  lighting,  heating  and  furnishing  power,  and  to  acquire  and  dispose 
of  patents  upon  the  same. 

Form  654. 
LIMESTONE. 

To  mine,  quarry  and  prepare  for  market  limestone  and  other  stone  and 
such  other  minerals  as  may  be  incidentally  developed,  and  to  manufacture 
the  same  into  the  various  products  thereof,  and  to  transport  and  sell  the 
same  in  crude  and  manufactured  form,  with  the  right,  so  far  as  the  pur- 
pose of  said  corporation  makes  it  necessary,  to  acquire,  hold  and  sell  real 
estate. 

Form  655. 

LIQUORS. 

To  rectify,  compound,  bottle,  buy  and  sell  at  wholesale,  vinous,  spirit- 
uous, malt  or  brewed  liquors  and  mineral  waters. 

Form  656. 
LOCOMOTIVES. 

To  manufacture  locomotives,  trucks,  railway  and  industrial  equipment, 
and  parts  thereof,  castings  and  forgings,  and  to  sell  such  articles  so  manu- 
factured by  it. 

Form  657. 
LOOMS. 

To  manufacture,  sell,  lease  and  use  looms  or  other  machinery  appertain- 
ing thereto  for  the  production  of  narrow  fabrics  and  the  manufacture  and 
sale  of  woven  fabrics  in  silk^  wool,  cotton,  linen,  rubber  and  other  materials; 
and  to  conduct  said  business,  and  to  purchase,  lease,  own  and  sell  such  real 
estate  and  personal  property  as  may  be  required  for  the  prosecution  thereof, 


470      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  658. 
LUMBER. 

To  manufacture,  buy  and  sell  all  kinds  of  lumber  and  mill  work,  and  the 
transaction  of  all  business  pertaining  thereto;  to  purchase  and  sell  mills, 
land,  standing  timber,  logs  and  lumber. 

Form  659. 
LUMBER. 

To  buy  lands  having  timber  thereon  and  to  buy  timber  privileges  and 
timber  standing  on  lands  of  others  and  to  buy  logs  and  to  convert  all  such 
timber  and  logs  into  lumber  and  to  buy  timber  of  all  kinds  and  to  manu- 
facture doors,  sash  frames  for  doors  and  windows,  and  frames  for  houses, 
headings,  staves,  and  barrels  and  other  kinds  of  wooden  vessels,  and  handles 
for  all  kinds  of  tools,  utensils  and  implements  and  other  articles  manu- 
factured from  wood,  and  to  gather  and  buy  tan  bark  and  to  sell  and  dis- 
pose of  all  such  lumber  and  articles  which  may  be  so  manufactured  by  said 
company  and  such  tan  bark,  and  generally  to  carry  on  a  general  lumber 
business  and  manufacture  useful  articles  therefrom  and  sell  the  same. 

Form  660. 
LUMBER. 

To  engage  in  and  carry  on  the  business  of  acquiring,  owning,  buying, 
selling,  leasing,  mortgaging,  exchanging,  manufacturing,  distributing, 
marketing  or  otherwise  dealing  in,  timber,  lumber  and  the  various  products 
thereof,  and  to  carry  on  in  any  capacity  any  business  appertaining  to  or 
which  in  the  judgment  of  the  Company  may  at  any  time  be  conveniently  and 
lawfully  conducted  in  conjuuctiou  with  any  of  the  matters  aforesaid,  and  to 
own  such  real  estate  as  may  be  necessary  or  proper  in  connection  therewith. 

Form  661. 
LUMBER. 

To  carry  on  a  general  lumber,  tanning  and  milling  business;  to  lease, 
fjurchase  and  hold  timber  lands,  and  other  lands  in  connection  therewith; 
to  buy,  cut,  sell,  manufacture  and  ship  timber,  lumber,  grain,  pulp,  tan 
bark,  and  the  products  thereof;  construct,  own,  lease  and  operate  grist 
mills,  saw  mills,  pulp  mills,  tan  bark  mills,  and  other  mills;  also  tram 
roads,  railroads  and  other  roads,  and  steamboats  and  barges,  for  the  trans- 
portation of  the  said  commodities  to  and  from  said  mills;  also  side  booms 
and  pocket  booms  and  shear  booms,  at  and  near  said  mills,  for  the  purpose 
of  catching  and  holding  logs  and  other  timber  to  be  used  and  manufactured 
at  said  mills;  carry  on  a  general  merchandising  business  in  connection  with 
said  lumber  and  milling  business,  and  to  do  all  things  legal,  necessary  or 
proper  to  be  done  for  the  successful  conduct  of  the  business  herein  contem- 
plated and  incident  to  said  business.  • 


SPECIFIC  OBJECT  CLAUSES.  471 

Form  662. 
MACHINERY. 

To  manufacture,  construct  and  deal  in  niailiincry,  apjtliances  and  plants 
of  every  nature,  kind  and  description  whatsoever.  To  acquire  by  purchase, 
lease  or  otherwise,  and  to  manufacture,  and  construct  machines  of  any  kind 
or  character,  and  to  equip,  erect  and  instai  the  same  for  use  and  operation 
by  electricity,  comjjressed  air,  oil,  gas,  or  by  any  other  means  of  motive 
power,  and  to  operate,  use,  sell,  lease  and  hire  the  same.  To  apply  for,  or 
]>urchase  or  otherwise  acquire,  and  to  grant  licenses  for  the  use  of,  to  sell, 
ussign  or  otherwise  deal  in  and  use  patents,  patent  rights,  privileges,  licenses 
trademarks,  trade'  names,  devices  and  improved  or  secret  processes  of  every 
sort  and  description,  necessary  and  incidental  to  these  purposes;  and  also  to 
carry  on  a  general  manufacturing,  wholesale  and  retail,  merchandise 
business. 

Form  663. 
MACHINERY. 

To  manufacture  from  any  kind  of  metal,  wood  or  other  material,  or  com- 
ijinations  of  materials  any  and  all  kinds  of  castings,  implements,  tools, 
fixtures  and  machinery,  and  any  other  articles  of  commerce  ordinarily  made 
in  a  thoroughly  equipped  machine  shop  and  foundry,  and  the  purchase  and 
sale  thereof. 

Form  664. 
MACHINERY. 

To  manufacture,  buy,  and  sell  chain  blocks,  traveling  cranes,  transmis- 
sion machinery  and  generally  all  other  articles  of  iron  or  metal,  either  in 
combination  with  wood  or  other  materials  or  without  such  combinations, 
pertaining  to  a  general  manufacturing  hardware  business. 

Form  665. 
MACHINERY. 

To  manufacture,  purchase,  or  otherwise  acquire  machinery  of  iron  or 
any  other  material  whatsoever,  and  to  hold,  own,  sell  or  otherwise  dispose 
of,  trade  in,  deal  in  and  deal  with  the  same,  and  to  purchase  or  otherwise 
acquire  iron,  scrap  iron  and  any  or  all  other  minerals  whatsoever,  and  to 
hold,  own,  sell  or  otherwise  dispose  of,  trade  in,  deal  in  and  deal  with  the 
same. 

Form  666. 
MACHINERY. 

To  manufacture,  buy,  sell,  lease,  exchange,  dispose  of,  or  otherwise  deal 
in  all  kinds  of  machinery,  engineering  and  hardware  specialties,  gasoline  or 
gas  engines  and  motors,  steam  engines,  boilers,  electrical  motors,  machinery, 
yachts  and  other  boats  and  vessels,  vehicles  and  appliances,  and  to  carry  on 
the  business  of  a  founder,  steel  manufacturer,  machinist  and  woodworker. 


^ 


472      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  667. 
MACHINERY. 

y  To    manufacture    and   sell    pipe,    valves,    machinery,    fittings    and   steam 

specialties. 

Form  668. 
MACHINERY. 

^      To  manufacture  and  sell   wood-working  machinery,  tools  and  appliances, 
particularly  such  as  are  used  in  laying  and  surfacing  wood  and  other  floors. 

Form  669. 
MALT. 

To  purchase  and  sell  barley;  manufacture,  sell  and  purchase  malt,  and 
all  machinery  used  in  the  manufacture  and  production  of  malt;  buy,  sell 
and  lease  patents  covering  in  any  way  machinery  or  processes  relating  to 
the  producing  of  malt,  or  any  product  of  malt;  license  to  individuals  or 
corporations  for  their  use  any  or  all  patent  processes  or  machinery  that 
may  be  owned  by  the  said  corporation ;  to  manufacture  ale  and  beer,  and 
to  do  all  things  relating  to  malt  and  its  products;  to  purchase  and  own 
real  estate  necessary  for  its  business  in  any  part  of  the  United  States;  to 
manufacture,  sell  and  deal  in  any  and  all  the  articles  or  appliances  used, 
cr  which  may  be  deemed  advisable  in  connection  with  the  manufacture  of 
malt,  ale  or  beer,  and  to  do  all  other  things  or  carry  on  any  other  business 
operations  which  may  be  necessary  or  advisable  therewith. 

Form  670. 
MANGANESE. 

To  mine  manganese,  iron  and  other  ores,  and  to  manufacture  the  same 
into  metal,  and  to  buy  and  sell  said  ores  and  metals;  and  for  such  pur- 
poses to  lease  and  buy,  mortgage  and  sell  such  mineral  and  other  lands, 
furnaces  and  tenements  of  any  kind  as  said  corporation  may  lawfully  ac- 
quire; also  to  contract,  purchase,  lease,  and  operate,  mortgage  and  sell 
furnaces,  mills,  and  machinery  for  said  business;  and  generally  to  mine 
said  ores,  and  to  manufacture  them  into  metals  and  to  purchase  and  sell 
said  ores  and  metals,  and  to  do  whatever  may  be  lawfully  done  for  the  suc- 
cessful prosecution  of  said  business. 

Form  671. 
MANTELS. 

To  manufacture,  make,  lay,  buy  and  sell  tiles,  mantels,  marbles,  mosaics, 
fire-places,  bronzes  and  other  articles,  products  and  incidentals  pertaining 
to  the  same. 


SPECIFIC  OBJECT  CLAUSES.  473 

Form  672. 
MANUFACTURING. 

To  manufacture  |^as  liolders,  iron  aud  steel  tanks,  boilers,  sheet,  plate 
and  structural  ironwork,  and  iron,  steel  and  other  metal  work  of  all  descrip- 
tions, or  any  article  of  commerce  from  metal  or  wood,  or  both,  and  to  sell 
and  erect  the  same. 

Form  673. 
MANUFACTURING. 

To  mine,  mill,  treat,  {irejiare  for  market,  manufacture  and  sell  iron, 
copper,  j,'raphite  and  other  ores,  metals  and  minerals,  and  the  products  and 
by-products  thereof. 

Form  674. 
MARBLE. 

To  mine,  quarry,  manufacture,  and  work  all  sorts  of  marble,  talc,  slate 
and  other  minerals,  stones  and  metals  of  every  sort  and  kind  and  buy  and 
sell  the  same  and  all  manufactured  products  thereof;  to  mill,  manufacture, 
buy  and  sell  timber,  lumber,  grain,  wool,  cotton  and  all  other  agricultural 
products  and  merchandise  and  all  compounds  or  materials  made  thereof  or 
therefrom  J  to  pipe,  accumulate,  bottle,  store,  purchase,  and  sell  mineral 
waters  and  conduct,  manage  and  control  establishments  for  the  use  and 
application  of  mineral  waters,  including  among  other  things  the  erection, 
control  and  management  of  hotels;  to  own,  build,  erect  and  operate  such 
manufactories,  mills,  shops,  store-houses,  Avarehouses  and  machinery  as  may 
be  deemed  necessary  for  the  business  of  this  corporation,  and  to  purchase 
and  hold  such  lands,  tenements,  hereditaments  and  quarries  as  may  be  neces- 
sary for  the  uses  and  purposes  of  this  corporation,  or  that  may  be  expedient 
for  the  production  or  obtaining  of  any  of  the  minerals,  stones,  metals, 
timber,  grain,  cotton,  or  agricultural  products  above  named  or  for  any 
purposes  of  said  corporation 

Form  675. 
MARINE  SUPPLIES. 

To  manufacture,  deal  in,  build,  instal,  repair,  buy  and  sell  marine  spe- 
cialties, marine  hardware,  gas  engines,  gasoline  engines,  marine  engines, 
hulls,  accessories,  apparatus  and  appliances  of  all  kinds  used  in  connection 
therewith,  and  to  transact  such  other  business  incidental  thereto  as  may  be 
necessary  and  proper  in  the  conduct  of  the  business  of  said  corporation. 

Form  676. 
MATCHES. 

To  manufacture,  buy  and  sell  all  kinds  of  friction  and  other  matches, 
to  deal  in  all  materials  used  in  the  manufacture  of  the  same,  to  buy  and 
sell  lumber,  to  manufacture,  sell  aud  deal  in  wooden  and  paper  boxes  and 


474       CORPORATION  FORMS  AND  PRECEDENTS. 

other  useful  articles  made  of  wood  and  paper  or  either  of  them,  and  to 
deal  in  paper  and  paper  boards;  to  manufacture,  buy,  sell,  deal  in  and  deal 
with  all  machinery  for  making  matches  and  receptacles  therefor  and  to 
manufacture,  buy,  sell  and  deal  in  chemicals  of  all  kinds  and  all  other  sub- 
stances used  in  or  useful  for  manufacturing  matches. 

Form  677. 
MATCHES. 

To  manufacture  and  sell  matches,  and  all  materials  and  machinery  used 
in  the  manufacture  therof,  or  incident  thereto,  and  to  transact  a  general 
match  business. 

Form  678. 
MEAT. 

To  manufacture,  cure,  purchase  and  sell  uams,  tongues,  dried  meats, 
sausage,  pudding,  lard,  grease  and  other  articles  of  food  or  commerce  de- 
rived wholly  or  in  part  from  hogs,  beeves  or  other  animals. 

Form  679. 
MEAT  AND  POULTRY. 

To  buy,  sell,  store,  cure,  manufacture  and  otherwise  handle  fresh,  salt 
and  smoked  meats,  fish,  oysters  and  sea  food  products;  to  buy,  sell,  own, 
raise,  ship  and  otherwise  handle  all  kinds  of  farm  and  dairy  products,  livo 
stock,  poultry,  and  domestic,  foreign  and  manufactured  food  products. 

Form  680. 
MECHANICAL  ENGINEERS. 

To   carry  on  the  business   of   mechanical   and  electrical   engineers,   tool- 
makers,    machinists,   founders,   metal  workers,   smiths,   builders  and   fitters,J^ 
and  to  buy,  sell,  manufacture,  repair,  convert,  alter,  let  or  hire  and  deal  in, 
machinery,  implements,  hardware  and  apparatus  of  all  kinds. 

Form  681. 
MECHANICAL  ENGINEERING. 

To  carry  on  the  business  of  civil  and  mechanical  engineering  and  to  do 
the  work  of  general  engineers  and  contractors,  to  contract  for  and  construct 
regenerating  gas  furnaces  and  artificial  gas  i)roducers;  to  do  all  work  per- 
taining to  blast  furnaces,  steel  and  rolling  mill  plants  and  other  manu- 
facturing establishments,  and  to  do  and  carry  on  such  other  work  of  every 
kind  as  pertains  to  engineering  and  contracting  of  any  and  every  nature, 
and  to  buy  and  sell  patents  and  patent  rights  pertaining  to  the  said  busi- 
ness, and  deal  in  the  same  everywhere,  and  to  do  any  other  business  which 
may  be  incident,  necessary  or  advantageous  to  the  business  hereinbefore 
mentioned  and  intended. 


SPECIFIC  OBJECT  CLAUSES.  475 

Form  682. 
MERCANTILE  BUSINESS. 

To  carry  on  a  genernl  mercantile  or  niercliaiidise  Ijiisiness  and  to  pur- 
chase, .sell  and  deal  in  such  goods,  supplies  and  merchandise  as  are  or  may 
be  sold  in  a  general  store. 

Form  683. 
MERCHANDISE. 

To  carry  on  a  general  nicrcliandise  business  by  dealing  in  furniture, 
carpets,  matting,  chiha  and  glassware,  stoves,  heaters,  ranges,  coal  and 
other  kinds  of  fuel,  groceries  and  in  general  all  kinds  of  household  goods 
and  merchandise  of  all  kinds,  receiving  same  on  consignment,  purchaain;^ 
and  selling  same  directly  or  on  commission. 

Form  684. 
METALLIC  PACKING. 

To  manufacture,  purchase  and  sell  metallic  packing  and  engine  and 
power  plant  supplies,  and  other  products  used  in  connection  with  the  manu- 
facture and  sale  thereof. 

Form  685. 
METALLIC  PROCESS  COMPOUND. 

To  manufacture  and  sell  a  compound  for  use  in  the  hardening  of  iron, 
steel  or  any  other  metallic  or  mineral  substance. 

Form  686. 
METALS. 

To  manufacture  and  sell  phosphorized  alloys  of  copper  and  tin,  with  or 
without  other  metals,  and  also  to  manufacture  and  sell  other  metals  and 
alloys,  all  by-jiroducts  of  its  manufacturing  operations,  and  articles  made 
from  any  of  its  products. 

See  Irox  and  Steel. 

Form  687. 

MILLINERY. 

To  manufacture,  buy,  sell  and  generally  deal  in  millinery,  feathers, 
ribbons,  hats,  hosiery,  notions,  articles  of  wearing  apparel,  artificial  flowers 
and  other  millinery  specialties,  and  all  other  articles  of  merchandise  of  a 
kindred  nature. 

Form  688. 
MINERAL  WATER  MANUFACTURERS. 

To  manvifactnre,  buy,  sell,  improve,  treat,  ])reserve,  refine,  aerate,  miner- 
alize, bottle  and  otherwise  deal   in   mineral  and  aerated  waters  and  other 


476   CORPORATION  FORMS  AND  PRECEDENTS. 

liquids  of  every  description.  To  carry  on  business  as  manufacturers  and 
dealers  in  a  plant,  machines,  machinery,  vessels,  syphons,  filters,  bottles, 
apparatus,  appliances,  and  receptacles  of  all  kinds  for  manufacturing,  im- 
proving, treating,  preserving,  retluing,  aerating,  mineralizing,  bottling,  and 
discharging  any  such  liquids. 

Form  689. 
MINES. 

To  purchase  or  otherwise  acquire  the  mine  workings  and  mining  grounds, 

lands,  and  hereditaments  known  as    : To  purchase,  take  on 

lease  or  in  exchange,  or  acquire  by  mining  license,  concession,  grant,  or 
otherwise,   any  lands,   mines,   mineral  rights,   buildings,   easements,   rights 

and  privileges,  machinery,  plant,  and  other  effects  whatsoever,  in , 

which  the  company  may  from  time  to  time  think  proper  to  be  acquired  for 
any  of  its  purposes.  To  search  for  ores,  and  minerals,  mine,  and  grant 
licenses  for  mining  in  or  over  any  lands  v/hich  may  be  acquired  by  the 
company,  and  to  lease,  sell  or  otherwise  dispose  of  the  lands,  mines,  or 
other  property  of  the  company.  To  carry  on  the  business  of  a  mining, 
smelting,  and  refining  company,  and,  as  auxiliary  thereto,  to  purchase  or 
hire  vessels,  to  purchase  or  erect  buildings  and  works,  and  contribute  to  the 
construction  of  piers,  wharves,  docks,  railways,  and  tramways. 

Form  690. 
MINING  CORPORATION, 

To  carry  on  the  business  of  mining,  milling,  concentrating,  converting, 
smelting,  treating,  preparing  for  market,  manufacturing,  buying,  selling, 
exchanging,  and  otherwise  producing  and  dealing  in  gold,  silver,  copper, 
lead,  zinc,  brass,  iron,  steel  and  all  kinds  of  ores,  metals  and  minerals,  and 
the  products  and  by-products  thereof  of  every  kind  and  description  and 
by  whatsoever  process  the  same  can  be  or  may  hereafter  be  produced,  and 
generally  and  without  limit  as  to  amount,  to  buy,  sell,  exchange,  lease, 
acquire  and  deal  in  lands,  mines  and  mineral  rights  and  claims,  and  to 
conduct  all  business  appertaining  thereto;  to  purchase,  lease  or  otherwise 
acquire,  mining  rights,  timber  rights,  oil  and  gas  rights,  mines,  buildings, 
dwellings,  plants,  machinery,  tools  and  other  properties  whatsoever  which 
this  corporation  may  from  time  to  time  find  to  be  for  its  advantage  and 
purposes;  to  mine  and  market  any  mineral  or  other  product  that  may  be 
found  in  or  on  such  lands,  and  to  explore,  work,  exercise,  develop  or  turn 
to  account  the  same. 

Form  691. 
MINING. 

To  search  for,  prospect  and  explore  for  ores  and  minerals  and  to  locate 
mining  claims,  grounds  or  lodes  in  the  United  States  of  America  or  the 
territories  thereof  or  in  foreign  countries,  and  record  the  same  pursuant  to 
the  mining  laws  of  the  said  United  States  or  other  countries;  to  bore, 
drill,  prospect  and  mine  for  gold,  silver,  copper,  lead,  zinc,  iron, 
antimony,  tin,  asbestos,  and  all  kinds  of  ores,  metals,  minerals,  and  precious 


SPECIFIC  OBJECT  CLAUSES.  477 

fltones,  oils,  gas  and  coal,  and  to  mill,  convert,  prepare  for  market  and 
otherwise  produce  and  deal  in  the  same  and  in  the  profiucts  and  by-products 
thereof;  to  {)urchase  or  otherwise  acquire,  own,  exchange,  sell  or  otherwise 
dispose  of,  mortgage,  hypothecate  and  deal  in  minerals  and  mineral  lands 
of  all  kinds,  oil,  coal,  and  timber  lands,  personal  estate,  water  and  water 
rights,  and  to  work,  explore,  operate  and  develop  the  same,  and  carry  on 
the  business  of  mining  in  all  its  branches;  to  carry  on  the  business  of 
searching  for,  prospecting,  preparing,  procuring,  refining,  piping,  storing, 
transporting,  supplying,  buying,  selling,  manufacturing  and  distributing 
petroleum  and  other  oils  and  their  products  or  by-products;  to  construct, 
build,  operate  and  maintain,  oil  wells,  refineries,  buildings,  works,  work- 
shops, laboratories,  machinery,  power  plants,  saw  mills,  stores  and  ware- 
houses; to  acquire  by  grant,  purchase,  or  otherwise,  any  property  or  j)riv- 
i'eges  from  any  government,  or  from  any  authority,  individual,  municipal 
OP  otherwise,  and  to  perform  and  fulfill  the  conditions  thereof. 

Form  692. 
MINING  MACHINERY. 

To  manufacture,  buy,  sell,  lease  and  deal  in  mining  machinery  for  min- 
ing and  other  uses;  to  mine,  ship,  sell,  use,  purchase  and  resell  coal,  ores, 
iron  and  other  minerals;  to  buy,  own,  work,  lease  and  let  to  lease  upon 
rents  or  royalties,  coal  and  other  mineral  lands,  tracks  and  tramways  as 
part  of  the  development  of  such  lands;  and  to  conduct  a  general  mining 
and  manufacturing  business. 

Form  693. 
MONUMENTS. 

To  manufacture  granite  wares,  marble  wares,  grave  stones,  and  furniture 
slabs;  to  purchase,  vend,  erect  and  place  the  same;  to  purchase  granite, 
marble  and  stone  generally;  to  carA-e,  cut,  letter  and  manufacture  the  same 
into  monuments,  grave  stones  and  furniture  slabs,  and  to  vend,  erect  and 
place  the  same;  to  acquire  by  lease  or  purchase  real  estate  upon  which  to 
carry  on  the  business  for  which  this  corporation  is  formed  and  to  do  all 
other  things  and  to  conduct  and  transact  all  other  matters  and  to  have  and 
own  all  kinds  of  property  needful  and  necessary  in  the  prosecution  of  the 
general  business  of  manufacturing,  making,  cutting,  carving,  lettering,  buy- 
ing, selling  and  erecting  monuments  and  grave  stones  and  of  manufacturing 
and  selling  furniture  slabs. 

Form  694. 
MOTIVE  POWER. 

To  build,  manufacture,  own,  furnish,  rent,  sell,  and  maintain  within  and 
■without  the  United  States  and  any  and  all  other  countries,  moans  for  fur- 
nishing motive  power  for,  and  heat  and  light  to,  street  cars  and  other  con- 
veyances provided  with  motive  power  and  heat  and  light  producing  ap- 
paratus, the  process  employed  for  furnishing  power,  heat,  and  light  being 
one  in  which  water,  steam  and  naphtha  or  their  equivalents  are  used  as 
power,   heat   and   light   producing   mediums;    to   build,   own   and   maintain 


478   CORPORATION  FORMS  AND  PRECEDENTS. 

within  and  throughout  the  United  States  or  any  or  all  other  countries  or 
any  part  thereof,  the  necessary  plant  or  plants  for  the  manufacture  of  the 
means,  apparatus,  or  articles  above  referred  to  and  such  other  buildings 
or  plants,  as  may  be  necessary  in  carrying  into  effect  the  said  method  or 
process  for  furnishing  motive  power  and  heat  and  light  supplying  apj)a- 
ratus  to  street  cars  or  other  conveyances;  to  own  and  control  patents  relat- 
ing to  and  covering  the  method  of,  and  means  for  supplying  power,  heat 
and  light  for  street  cars  and  other  conveyances  in  the  manner  and  by  the 
process  herein  referred  to,  and  to  use  and  employ  such  methods  and  appa- 
ratus in  the  building  and  operation  of  street  cars  and  other  conveyance'..; 
to  grant  to  others  the  right  to  license  under  such  patents  to  do  any  and  all 
of  the  acts  and  things  herein  referred  to,  relating  to  the  building  of  street 
cars  provided  with  power  and  heat  and  light  producing  apparatus,  or  of 
power,  heat,  and  light  producing  apparatus  for  street  cars  and  other  con- 
veyances according  to  the  method  above  referred  to;  and  to  build,  own  and 
maintain  such  plant  or  plants,  building  or  buildings,  as  may  be  necessary 
to  carry  into  effect  said  method  or  process  within  and  throughout  the 
United  States  or  any  part  thereof,  and  within  and  throughout  any  and  all 
foreign  countries. 

Form  695. 
MOTOR  COMPANY. 

To  manufacture,  buy,  sell,  and  deal  in  motors,  automobiles  and  motor 
boats,  and  their  accessories,  parts  and  appliances,  and  to  store,  repair  and 
rent  motors,  automobiles  and  motor  boats;  and  to  manufacture,  buy,  sell 
and  repair  vehicles  of  every  description  propelled  by  electricity,  steam,  gas, 
compressed  air  or  other  motive  power. 

Form  696. 
MOTOR  VEHICLES. 

To  manufacture,  buy,  sell,  exchange,  lease,  store,  repair,  and  alter  vehicles 
of  every  description  propelled  by  electricity,  steam,  gas,  compressed  air, 
or  other  motive  power,  and  all  the  parts,  supplies  and  accessories  for  said 
vehicles  or  incident  thereto. 

Form  697. 
MOUNTAIN  RESORT. 

To  establish,  erect  and  maintain  a  summer  and  winter  resort,  park,  hotels, 
cottages,  and  other  buildings  with  the  right  to  purchase,  lease,  buy  and  ac- 
quire real  estate,  lands  and  tenements  in  the  county  of   ,  and 

state  of    ,  as  may  be  necessary  for  such  purposes,  with  the 

power  to  subdivide  such  real  estate,  lands  and  tenements  into  undivided, 
undesignated  and  unlocated  lots,  parts,  portions,  moieties  or  pieces  of  land, 
and  to  sell  and  convey  the  same  by  option,  contract,  deed,  or  otherwise, 
when  no  longer  needed  for  the  jmrposes  of  the  corporation,  with  power 
whenever  the  owners  of  said  undivided  lots,  parts,  portions,  moieties  or 
pieces  of  land  shall  designate,  by  lot  or  otherwise  to  divide  and  locate  their 
respective  lots,  parts,   portions,   moieties  or  pieces  of  land  as  tenants  in 


SPECIFIC  OBJECT  CLAUSES.  479 

commop  or  otlierwise,  and  to  make,  execute  and  deliver  a  deed  in  severalty, 
and  said  comjiany  sliall  have  power  to  make  and  execute  deeds  and  mort- 
gages, or  bonds  secured  by  mortgage  with  or  without  coupons,  ui)on  such 
terms,  for  such  amounts  and  denomination  and  upon  such  conditions  as  mav 
be  agreed  upon,  and  without  mortgage  to  issue  bonds  or  stock  of  said  com- 
pany or  eitiier  of  them  to  purchase  and  acquire  any  proi)erty,  real,  per- 
sonal or  mixed  for  the  purposes  aforesaid,  upon  such  terms  as  may  be 
agreed  upon;  to  improve  any  real  estate,  lands  or  tenements  of  the  owners 
of  any  undivided,  undesignated  and  unlocated  lots,  parts,  portions,  moieties, 
or  pieces  of  land,  by  the  erection  and  construction  of  hotels,  cottages, 
dining  halls,  and  other  buildings  and  for  that  purjjose  may  set  apart  and 
exi)end  any  portion  of  the  money  belonging  to  the  association  from  what- 
ever source  derived  in  the  erection  and  construction  aforesaid  upon  the 
lots,  parts,  portions,  moieties,  or  pieces  of  land,  and  for  that  purpose  may 
appoint  a  trustee  for  the  hotel,  cottages,  building  and  improvement  fund, 
the  trust  to  be  executed  under  the  direction  of  the  association  or  by  such 
person  or  persons  as  they  shall  designate. 

Form  698. 
MOVING  COMPANY. 

To  deliver,  transfer,  move  and  ship  pianos,  organs  and  other  musical 
instruments  and  furniture  and  merchandise  by  means  of  horses,  wagons 
and  automobiles,  and  to  store  and  pack  the  same,  and  to  buy  and  sell 
boxes  and  ca^es  for  pianos,  organs  and  other  musical  instruments  and 
furniture  and  merchandise. 

Form  699. 
MOVING  PICTURES. 

To  lease  oi  hire  films  for  moving  picture  machines  ana  stereopticons 
and  for  the  purchase,  sale,  lease  and  hire  of  moving  picture  machines, 
stereopt icons,  illustrated  song  slides,  and  for  the  manufacture,  purchase, 
sale,  lease  and  hire  of  supplies  of  every  kind  and  character,  incidental 
with  or  appertaining  to  and  used  in  lecture,  dramatic,  operatic  and  musical 
performances,  vaudeville,  moving  picture  and  amusement  enterprises  of 
every  kind,  character  and  description. 

Form  700. 
MOVING  PICTURES. 

To  exhibit  moving  ]>ictures,  vaudeville  performances,  drama,  panorama 
and  other  amusements  of  similar  character. 

Form  701. 
MUSICAL  INSTRUMENTS. 

To  manufacture,  buy,  sell,  export,  import  and  deal  in  pianos,  organs, 
phonographs,  talking  machines  and  musical  instruments,  musical  appliances 
and  accessories  and  musical  supidies  of  every  kind,  character  and  descrip- 
tion. 


480      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  702, 
NAILS. 

To  manufacture  wire  nails,  and  deal  in  and  sell  the  same;  to  manu- 
facture and  sell  wire  nail  machines;  to  establish  wire  nail  plants;  to  eon- 
duct  and  carry  on  a  general  foundry  and  machine  business;  to  buy,  sell 
and  deal  in  all  kinds  of  hardware,  iron,  steel,  glass  and  nails;  to  con- 
duet  a  general  merchandise  business,  and  to  manufacture  rods  and  wire; 
and  manufacture  and  deal  in  tin  plate;  and  to  buy,  hold  and  dispose  of 
real  estate^  coal,  iron  ore  and  other  minerals  for  the  purposes  aforesaid. 

Form  703. 
NATURAL  GAS. 

To  take  and  hold  leases  on  land  for  oil  and  gas;  to  bore  wells  for  oil  and 
gas  on  said  lands  and  to  operate  the  same;  to  construct  lines  of  pipe  for 
the  transportation  of  oil  and  gas  and  to  operate  and  sell  the  same;  to 
borrow  money  and  secure  the  payment  of  the  same  on  its  real  and  personal 
property  by  trust  deeds  or  otherwise;  and  to  do  all  other  acts  and  things 
pertaining  to  the  production  of  oil  and  gas  and  the  sale  thereof. 

Form  704. 
NEWSPAPER  PUBLISHER. 

(1)  To  carry  on  business  as  proprietors  and  publishers  of  newspapers, 
journals,  magazines,  books,  and  other  literary  works  and  undertakings. 
(2)  To  carry  on  business  as  printers,  booksellers,  bookbinders,  paper- 
makers,  stationers,  engravers,  photographers,  photographic  printers,  stereo- 
typers,  electrotypers,  lithoghraphers,  machinists,  and  mechanical  engineers, 
ink  manufacturers,  or  any  other  business  or  manufacture  that  may  seem 
expedient.  (3)  To  establish  competitions  in  respect  of  contributions  or 
information  suitable  for  insertion  in  any  publication  of  the  Company,  or 
otherwise,  for  any  of  the  purposes  of  the  Company,  and  to  offer  and  grant 
prizes,  rewards,  and  premiums  of  such  character  and  on  such  terms  as  seem 
expedient.  (4)  To  undertake  and  transact  all  kinds  of  agency  or  business 
which  an  ordinary  individual  may  legally  undertake.  (5)  To  provide  for 
and  furnish  or  secure  to  any  members  of  the  Company,  or  customers,  or  to 
any  suVjscribers  to,  or  purchasers  or  possessors  of,  any  publication  of  the 
Company,  or  of  any  coupon  or  ticket  issued  with  any  publication  of  the 
Company,  any  chattels,  conveniences,  advantages,  benefits,  or  special  priv- 
ileges which  may  seem  expedient,  and  either  gratuitously  or  otherwise. 

Form  705. 
NOTIONS. 

To  buy  and  manufacture  and  to  sell  and  otherwise  dispose  of  notions  of 
all  forms,  as  dealers,  brokers  and  agents. 


SPECIFIC  OBJECT  CLAUSES.  481 

Form  706. 
NOVELTIES. 

To  manufacture  and  sell  household  and  oflice  novelties  made  of  metal, 
paper,  wood,  leather,  cloth,  rubber  or  wire. 

Form  707. 
OFFICE  SUPPLIES. 

To  manufacture,  buy,  sell  and  deal  in  house  and  office  and  store  furni- 
ture, and  all  devices  and  appliances  suitable  and  convenient  for  use  in 
houses,  stores,  libraries  and  offices  and  particularly  desks,  bookcases,  filing 
cabinets,  card  indexes  and  office  stationery  and  supplies. 

Form  708. 
OIL  AND  GAS. 

To  mine,  dig  for,  or  otherwise  obtain  from  the  earth,  petroleum,  rock  or 
carbon  oils,  natural  gas,  other  volatile  mineral  substances  and  salt;  to 
manufacture,  refine,  prepare  for  market,  buy,  sell,  and  transport  the  same 
in  the  crude  or  refined  condition;  to  acquire  for  these  purposes  gas  and  oil 
lands,  leaseholds  and  other  interests  in  real  ^ptate  and  gas,  oil  and  other 
rights,  to  construct  and  maintain  conduits  and  lines  of  tubing  and  piping 
for  the  transportation  of  natural  gas  or  oil  for  the  public  generally  as  well 
as  for  the  use  of  said  corporation ;  to  transport  such  oil  and  gas  by  means 
of  such  pipes,  tank  cars  or  otherwise  and  to  sell  and  supply  the  same  to 
others;  to  lay,  buy,  lease,  sell  and  operate  pipes,  pipe  lines  and  storage 
tanks  to  be  used  for  the  purpose  of  transporting  and  storing  oils  and  gas, 
and  of  doing  a  general  pipe  line  and  storage  business;  to  construct  and 
maintain  gas  wells,  oil  wells,  salt  wells  and  refineries,  and  to  buy,  sell  and 
deal  in  gas,  oil  and  salt;  to  construct  and  maintain  all  railways,  tram- 
ways, telegraph  and  telephone  lines  necessary  or  convenient  in  the  prosecu- 
tion of  the  business  of  the  company;  to  cut,  manufacture  and  sell  timber 
from  the  lands  of  the  company;  to  obtain  and  prepare  for  market  such 
other  valuable  minerals  or  materials  as  may  be  discovered  in  developing 
the  lands  of  the  company;  to  carry  on  in  connection  with  any  or  all  of  said 
purposes  the  business  of  buying  and  selling  goods,  wares  and  merchandise; 
and  to  do  and  transact  all  business  properly  connected  with  or  incidental  to 
any  or  all  of  said  objects  and  purposes. 

Form  709. 
OIL  AND  GAS. 

To  bore  for,  develop,  produce,  refine,  deal  in  and  sell  natural  oils  and 
gas,  for  heating,  lighting  and  other  purposes,  and  to  buy,  hold  and  sell 
lands  and  leases  for  the  same  purpose,  and  to  lay,  buy,  lease  and  sell  and 
to  operate  pipes  and  pipe  lines  and  tanks,  and  to  transport  and  store  oils, 
and  to  do  a  general  pipe  line  and  storage  business. 


482       CORPORATION  FORMS  AND  PRECEDENTS. 

Form  710. 
OIL  AND  GAS. 

To  drill  and  operate  for  petroleum,  oil  and  gas,  and  produce  petroleum  oil 
and  gas  and  other  minerals  incidentally  developed;  to  manufacture  or 
refine  all  said  products  or  minerals  or  substances  found  in  and  upon  any 
lands  acquired  by  the  company,  transport  the  same  to  market  and  sell  the 
same  in  crude  or  manufactured  form;  to  buy,  sell,  lease,  hold  and  dispose 
of  such  real  and  personal  estate  as  may  be  necessary  and  convenient,  and 
to  construct  and  erect  such  pipe  lines,  buildings,  machinery  and  appliances 
as  may  be  necessary  and  convenient  in  conducting  the  business  of  said 
company. 

Form  711. 
OIL  CAKE  MANUFACTURERS. 

To  acquire,  take  over,  promote,  establish,  and  carry  on  all  or  any  of 
the  businesses  of  seed  crushers  and  manufacturers  of  linseed,  cotton  and 
other  cakes,  oil  extractors  by  crushing,  chemical  or  any  other  processes, 
cake  and  oil  manufacturers,  oil  refiners,  soap  boilers,  manufacturers  of 
floor  cloths  and  floor  coverings  of  every  description,  makers  and  manu- 
facturers of  cattle  food  and  feeding  and  fattening  preparations  of  every 
description,  makers  and  manufacturers  of  artificial  manures  and  fertilizers 
of  every  description,  meal  manufacturers,  grain  and  seed  merchants,  flax 
and  cotton  merchants,  oil  merchants,  cake  and  corn  merchants,  millers,  flour 
merchants,  bakers,  biscuit  makers,  hay,  straw  and  fodder  merchants, 
nurserymen,  ship-owners,  lightermen,  carriers  by  sea,  dock  owners,  wharfing- 
ers, warehousemen,  manufacturing  chemists  and  druggists,  varnish  makers, 
candle  makers,  and  stearin  and  saccharine  manufacturers. 

Form  712. 
OMNIBUSES. 

To  own  and  operate  lines  of  omnibuses  propelled  by  electric,  gas,  com- 
pressed air  or  other  motive  power,  on  and  over  streets  and  roads  in  cities 
and  on  public  highways. 

Form  713. 
ONYX. 

To  acquire  or  dispose  of  onyx  mines  in  Mexico  and  the  patents  or  rights 
under  which  the  same  are  held  or  owned,  and  to  work,  develop,  and  carry 
on  the  business  of  the  mine  or  mines  so  purchased,  and  to  sell  or  dispose  of 
the  production  thereof,  and  to  purchase  and  sell  onyx,  and  generally  for 
the  transaction  of  all  business  necessarily  appertaining  thereto. 

Form  714. 
OPERA  GLASSES. 

To  manufacture,  purchase,  rent  and  lease  opera  glasses,  and  apparatus, 
services  and  appliances  embodying  the  invention  thereof.     To  grant  licenses 


SPECIFIC  OBJECT  CLAUSES.  483 

to  individuals  or  corporations  for  the  use  of  said  appliances.  To  sell  or 
dispose  of  territorial  rights  to  the  said  inventions.  To  transact  all  busines-s 
consistent  with  the  above  purposes  and  necessary  for  the  development 
thereof. 

Form  715. 
OPTICAL  GOODS. 

To  manufacture,  purchase  and  soil  optical  goods  and  glasses  of  every 
character,  mathematical  and  scientific  instruments,  photographic  supplies 
and  materials  and  .•ill  articles  and  merchandise  appertaining  to  such 
business. 

Form  716. 
ORDNANCE. 

To  manufacture  ordnance,  ordnance  apparatus  and  appliances  and  pro- 
jectiles, and  to  purchase  and  own  such  inventions,  factories,  land  and  plants 
as  may  be  deemed  necessary  and  proper  for  such  work. 

Form  717. 
ORE  MACHINERY. 

To  mine  precious  and  other  ores,  and  to  make,  use,  sell,  grant  licenses  to, 
and  otherwise  utilize,  methods,  processes,  appliances  and  machinery  suit- 
able for  mining,  polarizing,  concentrating  or  otherwise  reducing  such  ores; 
to  purchase  or  lease  mines  and  other  property  necessary  for  the  purpose  of 
carrying  on  the  said  business  and  all  other  acts  or  things  required  to  be 
done  in  the  prosecution  thereof. 

Form  718. 
ORE  SEPARATORS. 

To  operate  in  mineral  ores,  purify,  desulphurize,  and  separate  the  same, 
extract  the  metals  therefrom,  and  sell  the  same,  and  to  operate  generally 
such  mining,  purifying  and  separating  apparatus  and  business  in  the  state 

of   ,  or  in  any  other  state  or  territory  of  the  United  States; 

to    work    the    inventions    of     for    purifying,    desulphurizing, 

pulverizing  and  separating  such  ores  or  gauges,  and  extracting  the  metals 
therefrom  by  the  use  of  the  process  and  apparatus  now  patented  to  said 

,  or  of  those  upon  which  letters  patent  have  been  applied  for 

and  are  now  pending  in  the  patent  office  of  the  United  States,  or  which 
may  be  hereafter  invented  or  patented;  to  purchase,  own,  and  hold  the 
letters  patent  of  the  United  States  therefor  and  purchase  other  letters 
patent;  to  receive  and  hold  licenses  or  contracts  thereunder;  to  purchase  or 
lease  mining  proj>erties,  or  contract  for  the  working  of  the  same;  to  build 
apparatus;  to  grant  licenses  under  said  inventions  and  letters  patent;  to 
put  up  buildings,  lay  out  towns,  streets  or  roads  and  to  do  and  perform 
such  other  acts  and  things  as  msLy  be  necessary  or  incident  to  such  busines3. 


484      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  719. 
ORNAMENTAL  METAL-WORK. 

To  manufacture  and  sell  iron,  steel,  zinc,  nickel,  brass  and  copper  and 
to  manufacture,  buy,  sell,  and  erect  all  kinds  of  ornamental  and  architect- 
ural metal-work,  and  for  those  purposes  to  purchase  and  sell  lands  and 
mineral  rights,  and  to  create,  purchase,  hold  and  sell  such  patent  rights 
for  invention  and  design,  with  the  right  to  issue  licenses  for  the  same  and 
receive  pay  therefor,  as  may  be  necessary  in  the  carrying  on  of  said 
business. 

Form  720. 
PAINT. 

To  manufacture,  purchase  and  sell  paints,  varnishes,  oils,  fillers,  stains, 
colors,  enamels,  water-[)roof  coatings  and  compound,  mortar  and  cement 
stains  and  coatings,  putty,  glass  and  other  supplies  for  painters. 

Form  721. 
PAINT. 

To  manufacture  white  lead,  red  lead,  litharge,  orange  mineral,  imseed 
oil,  and  to  purchase  and  sell  the  same,  and  to  purchase  and  sell  mills;  to 
manufacture  and  sell  paints,  varnishes,  colors,  dyes,  glue,  putty,  paiiit 
brushes  and  painters'  supplies;  to  manufacture,  buy  and  sell  oils,  zinc, 
putty,  and  glass,  and  to  manufacture  and  sell  paints,  colorings,  enamels  and 
chemicals  for  making   color,   and   all   aTticles   incidental  thereto. 

Form  722. 
PAINT. 

To  carry  on  the  business  of  manufacturing  paints  and  paint  compounds, 
paper  and  roofing  of  all  descriptions,  and  any  or  all  chemicals  or  other 
compounds  of  any  and  all  kinds,  and  the  acquiring  of  letters  patent,  and 
licenses  therefor,  and  to  do  any  and  all  acts  and  transact  any  and  all  busi- 
ness which  shall  or  may  be  or  become  incidental  to  or  arise  out  of  or  be 
connected  with  such  manufacturing  business,  or  any  part  thereof,  to  the 
full  extent  that  the  same  shall  be  or  become  allowable  or  authorized  under 
any  statute  applicable  thereto,  now  or  hereafter  to  be  in  force. 

Form  723. 
PAPER. 

To  manufacture,  buy  and  sell  paper  and  paper  boards  of  every  kind  and 
description,  and  the  supplies  used  in  the  manufacture  thereof;  and  to  manu- 
facture and  sell  paper  goods,  boxes,  labels,  specialties  and  novelties  made 
of  paper. 


SPECIFIC  OBJECT  CLAUSES.  485 

Form  724. 
PAPER. 

To  engage  in  the  business  of  manufacturing  straw,  printing,  manila  an<l 
all  other  descriptions  of  paper  and  to  buy  such  real  estate  and  personal 
property,  stock  and  machinery  as  may  be  necessary  and  useful  in  carrying 
on  said  business,  and  to  market  and  sell  said  products. 

Form  725. 
PAPER. 

To  acquire  by  purchase  or  otherwise,  own,  buy,  sell  and  deal  in  standing 
timber  and  timber  lands,  and  to  buy,  cut,  haul,  drive  and  sell  timber  and 
logs,  and  to  saw  and  otherwise  work  the  same,  and  to  buy,  manufacture  and 
sell  lumber,  bark,  wood,  pulp  and  all  products  made  therefrom.  To  manu- 
facture, produce,  purchase,  sell  and  deal  in  any  and  all  kinds  of  paper,  and 
in  all  ingredients,  products  and  compounds  thereof,  and  in  any  and  all 
materials  that  now  are  or  hereafter  may  be  used  in  or  in  connection  witU 
such  manufacture,  including  the  manufacture  of  wood  pulp  and  any  other 
fibre. 

Form  726. 
PAPER  BOXES. 

To  manufacture  and  sell  paper  boxes,  paper  goods  and  paper  substitutes 
of  every  kind  and  description,  including  raw  materials  and  ingredients 
used  therein  and  to  conduct  the  business  of  printing,  lithographing,  electro- 
typing  and  engraving  in  connection  therewith. 

Form  727. 
PAPER  BOXES. 

To  manufacture,  buy,  sell  and  trade  in  paper  and  tvooden  boxes,  paper 
and  wooden  jewelry  trays  and  boxes  and  other  manufactures  of  paper  and 
w  ood. 

Form  728. 
PAPER  MANUFACTURERS. 

To  carry  on  the  business  of  manufacturers  of  and  dealers  in  paper  of  all 
kinds,  and  articles  made  from  paper  or  pulp,  and  materials  used  in  the 
manufacture  or  treatment  of  paper,  including  cardboard,  railroad  and  other 
tickets,  mill-boards,  and  wall  and  ceiling  papers.  To  carry  on  the  business 
of  stationers,  lithographers  and  publishers.  To  carry  on  the  business  of 
manufacturers  of  and  dealers  in  cotton,  silk,  woolen,  linen,  hemp,  jute 
and  other  yarns,  and  all  kinds  of  fabrics  manufactured  from  such  yarns, 
and  all  kinds  of  imitation  leathers  and  rubbers,  and  also  waterproof  goods 
and  articles  manufactured  therefrom,  including  dress  preservers,  dress  lin- 
ings, boot  linings,  trunk  linings,  umbrellas,  parasols,  flags,  tents,  picture 
frames,   artificial  flowers,  and  surgical  appliances;    also  floor  cloths,  table 


486   CORPORATION  FORMS  AND  PRECEDENTS. 

cloths,  and  other  cloths.  To  carry  on  the  business  of  manufacturers  of  and 
dealers  in  paints,  varnishes,  printing  inks,  and  all  other  things  which  can 
be  conveniently  manufactured  or  dealt  in  by  persons  carrying  on  any  of 
the  above  businesses,  and  either  at  wholesale  or  retail,  and  either  as  prin- 
cipals or  as  agents. 

Form  729. 
PARK. 

To  hold  industrial  expositions,  agricultural  fairs,  horse  and  live  stock 
fairs,  and  to  establish  camp-meetings,  picnic,  and  pleasure  grounds  and  a 
park;  to  promote  and  encourage  agricultural  and  manufacturing  interest:? 
and  live  stock,  and  to  provide  a  pleasure  ground  and  park;  to  acquire  by 
lease  or  purchase  real  estate  for  said  grounds,  fairs,  and  park,  and  to  erect 
buildings  thereon  by  purchase  or  otherwise,  and  to  hold  the  said  grounds 

and  park  at  or  near ,  in  the  county  of ,  state 

of 

Form  730. 
PASSENGER  TICKET  AGENCY. 

To  buy  and  sell  steamship  and  railroad  passenger  tickets,  and  to  look 
after  passengers  and  their  belongings  when  arriving  and   departing  from 

,    and    as    an    incident    to    such   business    to    forward    moneys 

abroad,  and  to  buy,  sell,  and  exchange  foreign  moneys. 

Form  731. 
PATENT  MEDICINES. 

To  carry  on  the  business  of  the  manufacture  and  sale  of  proprietary 
medicines,  remedies,  drugs  and  chemicals. 

Form  732. 
PATENT  PREPARED  PLASTER. 

To  manufacture  and  vend,  or  grant  or  transfer  for  a  consideration,  the 
right,  privilege  or  license  to  other  persons  to  manufacture  and  vend  patent 
plastering,  or  similar  compounds,  for  any  and  all  purposes,  as  the  board 
of  directors  may  elect,  to  manufacture  and  vend,  or  acquire  the  right  by 
purchase  or  otherwise  to  grant  to  others  the  right,  privilege  or  license  to 
manufacture  and  vend. 

Form  733. 
PATENTS. 

To  purchase  or  otherwise  acquire  any  interests  in  any  patents,  brevets 
d 'invention,  licenses,  concessions  and  the  like  conferring  an  exclusive  or 
non-exclusive  or  limited  right  to  use,  or  any  secret  or  other  information  as 
to  any  invention  in  relation  to  (e.  g.,  the  production,  treatment,  storage, 
application,  distribution  and  use  of  electricity,  and  of  any  apparatus  there- 


SPECIFIC  OBJECT  CLAUSES.  487 

for)  or  generally  any  invention  which  may  seem  to  the  Company  capable  of 

being  profitably  dealt  with,  and  in  particular  to  acquire  from , 

of   ,  the  benefit  of  certain  existing  inventions   in   relation   to, 

etc.,  and  with  a  view  thereto  to  enter  into  and  carry  into  effect  the  agree- 
ment referred  to  in  clause of  the  Articles  of  Association  of  this 

Company  with  such  modifications  (if  any)  as  may  seem  expedient.  To  use, 
exercise,  develop,  grant  licenses  in  respect  of,  or  otherwise  to  turn  to  ac- 
count any  such  patents,  brevets  d 'invention,  licenses,  concessions,  and  the 
like,  and  information  aforesaid. 

Form  734. 
PATENTS  AND  COPYRIGHTS. 

To  create,  purchase,  hold  and  soil  patent  rights  for  inventions  and  de- 
signs, and  to  purchase  copyrights  for  books,  publications  and  registered 
trade-marks,  with  the  right  to  issue  licenses  for  the  same  and  receive  pay 
therefor,  and  to  purchase,  acquire,  hire  and  maintain  all  buildings,  plants 
and  machinery  necessary  and  incidental  for  the  carrying  on  of  said  busi- 
ness, with  the  right  to  sell,  lease  or  release  any  or  all  of  its  real  estate  by 
vote  of  its  directors  without  the  consent  of  its  stockholders. 

Form  735. 
PATENTS. 

To  create,  purchase,  hold  and  sell  patent  rights  for  inventions  and  de- 
signs, with  the  right  to  issue  license  or  licenses  for  the  same  and  receive 
pay  therefor. 

Form  736. 
PATENTS. 

To  apply  for,  obtain,  register,  purchase,  lease,  or  otherwise  to  acquire, 
and  to  hold,  use,  own,  operate,  and  introduce,  and  to  sell,  assign,  or  other- 
wise to  dispose  of,  any  trade  marks,  trade  names,  patents,  inventions,  im- 
provements, and  processes  used  in  connection  with  or  secured  under  letters 
patent  of  the  United  States,  or  elsewhere  or  otherwise,  and  to  use,  exercise, 
develop,  grant  licenses  in  respect  of,  or  otherwise  to  turn  to  account  any 
such  trade-marks,  patents,  licenses,  processes  and  the  like,  or  any  such 
property  or  rights.     (Taken  from  charter  of  U.  S.  Steel  Corporation.) 

Form  737. 
PAVING. 

To  enter  into  and  perform  any  and  all  contracts  in  which  any  person, 
firm,  corporation,  or  association  may  lawfully  engage,  and  especially  to 
enter  into  and  perform  contracts  for  paving  or  repairing  streets,  sidewalks, 
courts,  alleys,  floors  and  cellars  and  to  construct  concrete  and  other  founda- 
tions. 


488      CORPORATION  FORMS  AND  PRECEDENTS. 

rorm  738. 
PAVING. 

To  manufacture,  buy,  sell,  and  deal  in  cements  and  kindred  building 
materials,  quarry,  grind,  prepare,  buy  and  sell  mineral  substances;  to 
grade,  curb,  pave,  macadamize,  cement,  build,  erect,  construct  and  main- 
tain any  species  of  street,  road,  highway,  pavement,  bridge  or  flooring,  and 
to  furnish  the  material  and  labor  therefor  and  to  do  all  kinds  of  paving 
and  construction  work. 

Form  739. 
PAWNBROKERS. 

To  carry  on  business  as  pawnbrokers  and  money-lenders,  and  as  dealers 
in  jewelry  and  precious  stones,  gold,  silver  and  plated  articles,  articles  of 
vertu,  coins  and  medals,  and  as  commission  agents  and  general  merchants. 

Form  740. 
PENCILS. 

To  manufacture,  purchase,  sell  and  deal  in  graphite,  plumbago,  leads, 
crayons,  lead  pencils,  penholders,  erasers,  stationery  and  school  supj^lies, 
and  other  articles  of  commerce  incidental  thereto. 

Form  741. 
PERFUMES. 

To  manufacture,  sell  and  deal  in  perfumeries  and  toilet  articles,  soaps, 
extracts,  olive  oil  and  druggists'  specialties. 

Form  742. 
PETROLEUM  AND  GAS  COMPANY. 

To  purchase,  own  and  sell  rights  and  interests,  under  letters  patent  of 
the  United  States,  in  devices  and  inventions  for  the  production  of  heat  and 
light  from  petroleum,  or  any  of  its  products,  for  domestic  or  other  purposes, 
to  manufacture,  use  or  sell  machines  or  devices  for  the  production  of  heat 
and  gas  for  illumination  from  petroleum  and  its  products,  to  engage  in  the 
business  of  refining  petroleum,  and  to  sell  the  products  thereof,  to  lease,  pur- 
chase or  hold  such  real  estate  or  buildings  as  may  be  necessary  for  the  carry- 
ing on  of  the  business  of  said  company,  and  to  sell  the  same,  to  establish  and 
carry  on  manufactories  for  the  manufacture  of  such  devices  and  inventions, 
also  to  sell  the  products  of  its  refineries,  within  any  of  the  United  States  or 
its  Territories  or  foreign  countries,  to  purchase,  own  and  sell  rights  and 
interests,  and  letters  patent  which  may  be  granted  pertaining  to  the  use  of 
petroleum  as  fuel  and  light  in  foreign  countries,  or  any  improvement 
thereon,  and  to  engage  in  the  manufacture  and  sale  of  such  inventions  or 
devices  in  such  foreign  countries. 


SPECIFIC  OBJECT  CLAUSES.  489 

Form  743. 
PETROLEUM. 

To  drill  and  operate  for  petroleum,  oil  and  gas;  to  produce  petroleum, 
oil  and  gas  and  other  minerals  incidentally  developed;  to  manufacture  or 
refine  all  said  products  or  minerals  or  substances  found  in  or  upon  any 
lands  acquired  by  the  company;  to  transport  the  same  to  market  and  sell 
the  same  in  crude  or  manufactured  form;  to  buy,  sell,  lease,  hold  and  dis- 
pose of  such  real  and  personal  estate  as  may  be  necessary  and  convenient; 
and  to  construct  and  erect  such  pipe  lines,  buildings,  machinery  and  appli- 
ances as  may  be  necessary  or  convenient  in  conducting  the  business  of  said 
company. 

Form  744. 
PHARMACY. 

To  manufacture  and  sell  at  wholesale  and  retail,  medicinal,  chemical, 
pharmaceutical  and  other  useful  preparations  for  scientific,  medicinal  and 
domestic  use. 

Form  745. 
PHONOGRAPHS. 

To  introduce  into  use,  rent,  sell  and  otherwise  dispose  of  phonographs 
and  phonograph-graphophones,  and  any  other  analogous  instruments  or  de- 
\ices  for  the  recording  and  reproduction  of  speech,  music  or  other  sounds; 
and  all  supplies  and  things  in  any  way  relating  thereto  and  used  in  con- 
nection therewith,  and  to  do  any  other  matter  or  thing  which  may  be  neces- 
sary and  proper  in  the  premises. 

Form  746. 
PHONOGRAPHS. 

To  buy  and  sell  phonographs,  talking  machines,  records  and  supplies 
therefor,  and  to  manufacture  supplies  for  phonographs  and  talking  machines. 

Form  747. 
PHOSPHATE. 

To  mine,  quarry  and  excavate  phosphate  and  other  mineral  deposits,  and 
acquire  lands  containing  the  same;  manufacture  and  treat  such  phosphate 
and  other  mineral  deposits;  own  and  operate  means  for  conveying  the  prod- 
ucts of  said  corporation,  and  buy  and  sell  all  and  every  kind  of  personal 
property,  which  may  in  any  wise  pertain  to  the  operations  of  said  corpora- 
tion, including  supplies  for  the  use  of  such  persons  as  may  be  engaged 
therein. 

Form  748. 
PHOTOGRAPHIC  SUPPLIES. 

To  manufacture  and  make  all  kinds  of  photographs  and  frames  for  photo- 
graphs, and  buy  and  sell  the  same. 


490       CORPORATION  FORMS  AND  PRECEDENTS. 

Form  749. 
PHOTOGRAPHS. 

To  condiK't  and  carry  on  a  photojjraphie,  painting  and  picture  business, 
and  to  maintain  and  operate  studios  therefor,  and  to  deal  in  photo- 
graphers', painters',  and  artists'  supplies. 

Form  750, 
PHOTOGRAPHY. 

To  manufacture  and  sell  portraits,  photographic  card  mounts,  folders, 
enveloj>es  and  frames. 

Form  751. 
PICTURES. 

To  -manufacture  and  sell  souvenir  postal  cards,  calendars,  advertising 
novelties,  cards  and  artistic  printed  matter. 

Form  752. 
PICTURE  dealers; 

To  carry  on  the  business  of  holders  of  exhibitions  and  dealers  in  pictures, 
and  makers  and  sellers  of  picture  frames,  artists'  colors,  oils,  paints,  paint 
brushes,  and  other  instruments,  articles,  and  ingredients  relating  to  any 
such  business.  To  carry  on  the  businesses  of  publishers,  book  and  print 
sellers,  newspaper  and  magazine  proprietors,  art  journalists,  machine, 
letter-press,  copper-plate,  lithographic,  electrotype  and  other  printers  and 
engravers,  advertisement  agents,  and  purchasers  and  sellers  of  copyrights, 
pictures,  books,  music  and  songs. 

Form  753. 
PIPE  LINE. 

To  mine,  bore,  dig  for  or  otherwise  obtain  from  the  earth,  petroleum, 
rock  oil  or  carbon  oils  and  natur-al  gas,  and  to  manufacture,  buy,  sell,  and 
transport  the  same  in  their  crude  and  refined  states;  to  construct  and  main- 
tain lines  of  tubing  and  piping  for  the  transportation  of  such  oils  and  gas, 
or  either  of  them,  for  the  public  generally  as  well  as  for  the  use  of  said 
corporation;  to  transport  such  oil  or  gas  or  either  of  them,  by  means  of 
such  pipes  or  otherwise  and  sell  and  supply  the  same  to  others;  to  bore  for, 
develop,  produce,  deliver  and  sell  natural  gas  for  heating,  lighting  and 
other  purposes,  and  to  buy,  hold,  and  sell  lands  and  leases  for  the  same  as 
provided  for  by  law,  and  to  lay,  buy,  lease  and  sell  and  operate  pipes  and 
pipe  lines  and  tanks,  and  transport  such  gas  through  such  pipe  lines  for  the 
j.ublic  generally  and  to  supply  such  gas  to  persons  generally  as  well  as  for 
the  corporation;  and  generally  to  do  such  acts  and  carry  on  such  businesii 
as  Dertains  to  such  works  and  improvements. 


SPECIFIC  OBJECT  CLAUSES.  491 

Form  754. 
PLANING  MILL. 

To  own  and  operate  saw  and  planing  mills,  inamifacture  furniture  and 
other  products  of  wood,  to  own  tind^er  land,  to  engage  in  logging  oi«eratious 
and  to  do  all  business  pertaining  to  these  enterprises. 

Form  755. 
PLANING  MILL. 

To  manufacture  and  sell  luniher,  woodenware,  and  mill-work,  and  to  carrv 
on  the  business  of  wood-turning,  planing,  sawing,  moulding,  and  working 
on  wood  in  all  its  branches,  and  the  sale  of  articdes  made  therefrom. 

Form  756. 
PLASTER. 

To  buy,  sell  and  otherwise  deal  in  and  manufacture  adamant  wall 
plaster  and  the  materials  conii)osing  the  same,  cement,  mortar  and  othi-r 
materials  appertaining  to,  or  used  in,  masonry. 

Form  757. 
PLATE  GLASS. 

To  manufacture  glass  and  glassware  in  any  and  all  of  its  various  kinds, 
forms  and  grades,  and  to  deal  in  and  sell  the  same;  to  make,  deal  in, 
buy  and  sell  all  the  moulds,  tools,  pots  and  other  appliances  required  for 
the  manufacture  of  glass  and  glassware,  and  packages  for  packing  the 
same  and  any  and  all  the  articles  to  attach  to  glassware  when  manu- 
factured; and  to  acquire  and  deal  in  patents  and  patent  rights  pertaining 
to  the  manufacture  of  glass  and  glassware  in  all  its  various  branches, 
and  to  sell  said  patent  rights  to  others. 

Form  758. 
PNEUMATIC  TRANSFER  AND  STORAGE  COMPANY. 

To  manufacture,  own,  use,  sell,  and  grant  to  others  the  right  to  own. 
use    and    sell    pneumatic    transfer    and    storage    apparatus    generally,    but 

especially  according  to  the  system  of  ,  as  set  forth  in  the 

letters  patent  of  the  United  States  to  him,  of  which  the  proposed  cor- 
poration is  the  owner;  and  such  other  apparatus  and  patents  as  may  prove 
:.c3irable  and  useful  in  developing  and  prosecuting  its  business  of  ele- 
vating, transferring  and  storage  of  cereals  and  other  substances,  in  the 
United  States  and  foreign  t^^untries,  and  to  buy  and  sell  the  same. 

Form  759. 
POTTERY. 

To    manufacture    chinaware,    iron-stone    china,    porcelain     wftre,    semi- 

]>orcolaiii   ware,  parian   ware,  and  all  other  kinds  of  crockery,  to  mine,  to 


492   CORPORATION  FORMS  AND  PRECEDENTS. 

purchase  and  sell  merchandise,  and  to  manufacture  and  sell  barrels,  casks, 
staves,  boxes,  kegs,   and   all  kinds  of  cooperage. 

Form  760. 
POULTRY  BUSINESS. 

To  breed  and  sell  breeding  pigeons,  squabs  and  all  kinds  of  poultry; 
to  buy,  sell  and  generally  deal  in  eggs,  butter  and  kindred  articles,  an  i 
to  do  a  general  marketing  and  grocery  business,  and  to  do  all  things  neces- 
sary or  incidental  thereto. 

Form  761. 
POWDER. 

To  carry  on  the  trade  or  business  of  manufacturing,  preparing,  sell- 
ing and  otherwise  dealing  in  any  and  all  kinds  of  nitro-glycerine,  dyna- 
mite, powder,  and  all  other  explosives  and  their  derivatives  and  compounds, 
extracts  chemicals,  raw  and  manufactured  materials  and  all  like  or 
kindred  products;  to  manufacture  and  sell  any  and  all  kinds  of  explosive 
torpeilos,  to  shoot  and  explode  nitroglycerine,  powder,  dynamite,  and 
other  explosives  in  wells,  mines,  quarries,  tunnels,  grades  and  any  and 
all  other  kinds  of  excavations. 

Form  762. 
PRINTING, 

To  carry  on  the  business  of  stationers,  printers,  lithographers,  stereo- 
typers,  electrotypers,  photographic  printers,  photo-lithographers,  engravers, 
die-sinkers,  book-printers,  account-book  manufacturers,  dealers  in  parch- 
ment, dealers  in  stamps,  advertising  agents,  designers,  draftsmen,  ink 
manufacturers,  book  sellers,  publishers,  paper  manufacturers,  and  dealers 
in  the  materials  used  in  the  manufacture  of  paper,  and  dealers  in  or  manu- 
facturers of  any  other  articles  or  things  of  a  character  similar  or  analogous 
to   the  foregoing,  or  any   of  them,  or  connected   therewith. 

Form  763. 
PRINTING, 

To  transact  a  printing  and  publishing  business  and  in  connection  there- 
with to  transact  engraving,  lithographing  and  heraldry  business,  and  to 
manufacture,   buy   and  sell   paper   and   stationery  novelties. 

Form  764. 
PROPELLER. 

To  procure  letters  patent  for  the  construction  of  propellers,  -^  and  of 
all  appliances  connected  therewith,  and  the  construction  of  vessels  and 
appliances  under  such  letters  patent. 


SPECIFIC  OBJECT  CLAUSES.  493 

Form  765. 
PROVISIONS. 

To  carry  on  all  or  any  of  the  businesses  of  dairymen,  cheese,  butter, 
eggs  and  sausage  manufacturers  and  merchants,  bacon  curers,  poultry  and 
live  stock  breeders,  butchers,  bakers,  confectioners,  refreshment  contractors, 
grocers  and  general  provision  mercdiants  and  dealers.  To  sell,  breed, 
import,  export,  improve,  prepare,  deal  and  trade  in  cattle,  pigs,  poultry, 
game,  and  live  and  dead  stock  of  every  description,  milk,  cream,  butter, 
cheese,  eggs,  sausages,  potted  meats,  table  delicacies  and  any  other  com 
modities,    goods   or .  things. 

Form  766. 
PROVISION  BUSINESS. 

To  conduct  a  store  or  stores  for  the  buying,  selling  and  dealing  of  and 
in  meats,  provisions,  groceries,  dairy  products,  and  in  general  to  carry  on 
a   meat,  grocery  and  provision  business. 

Form  767. 
PUBLIC  HALL. 

To  provide  at    a  hall  and  other  suitable  rooms,  buildings, 

rnd  places,  and  to  permit  the  same  or  any  part  thereof  to  be  used  on 
such  terms  as  the  company  shall  think  fit  for  any  purpose,  public  or 
private,  and  in  particular  for  public  meetings,  exhibitions,  concerts,  lec- 
tures, dinners,  theatrical  performances,  and  other  entertainments;  and  for 
letting  rooms,  libraries,  baths,  laundries,  refreshment  rooms,  dressing 
rooms,  shojjs,  business  offices  and  residences;  to  furnish  the  company's 
jiroperty  with  such  furniture,  implements,  machinery  and  conveniences  as 
may  be  thought  desirable  with  a  view  to  the  sale,  letting  or  use  thereof; 
to  provide  gardens,  greenhouses,  and  grounds  for  recreation  and  amuse- 
ment; to  carry  on  the  business  of  a  hotel  and  a  restaurant;  to  provide 
amusement,  entertainment  and  instruction  for  stockholders  of  the  com- 
j^any  and  others. 

Form  768. 
PUBLIC  WORK  CONTRACTORS. 

To  construct,  execute,  carry  out,  equiji,  inijirove,  work,  develop,  admin- 
ister, manage  or  control  in   public  works  and  conveniences  of 

all  kinds,  which  expression  in  these  articles  includes  railroads,  tramways, 
street  railways,  docks,  harbors,  piers,  wharves,  canals,  reservoirs,  embank- 
ments, irrigation,  reclamation,  improvement,  sewage,  drainage,  sanitation, 
water,  gas,  electric  light,  telephone,  telegraph,  and  power  supply  works, 
and  hotels,  warehouses,  markets  and  public  buildings,  and  all  other  works 
or  conveniences  of  public  utility.  To  apply  for,  purchase  or  otherwise 
acquire,  any  contracts,  decrees,  and  concessions,  for  or  in  relation  to  the 
construction,  execution,  carrying  out,  equipment,  improvement,  manage- 
ment, administration,  or  control  of  public  works  an<l  conveniences,  and  to 
undertake,  execute,  carry  out,  dispose  of,  or  otherwise  turn  to  account  the 


494   CORPORATION  FORMS  AND  PRECEDENTS. 

same.  To  carry  on  the  business  of  miners,  metallurgists,  builders  and  con- 
tractors, engineers,  farmers,  graziers,  ship  owners,  ship  builders,  mer- 
chants, importers,  exporters  and  to  buy,  sell  and  deal  in  property  of  all 
kinds.  To  purchase  or  otherwise  acquire,  issue,  reissue,  sell,  pledge,  and 
deal  in  shares,  stocks,  bonds,  debentures  and  securities  of  all  kinds  and 
to  give  any  guaranty  or  security  for  the  payment  of  dividends  or  interest 
thereon  or  otherwise  in  relation  thereto;  to  negotiate  loans;  to  lend 
money,  securities  and  other  property;  to  discount  bills  and  securities; 
to  become  sureties  and  guarantors  for  any  purposes  and  generally  to  carry 
on  business  as  capitalists,  financiers,  bankers,  and  merchants  and  any 
other  business. 

Form  769. 
PUBLISHING. 

To  print,  publish,  and  sell  books,  newspapers,  journals,  magazines, 
periodicals,  lists,  pamphlets  and  reports  for  the  dissemination  of  current 
and  general  architectural,  engineering,  construction  and  building  trade 
news,  notices  and   information,  throughout  the  business  world. 

Form  770. 
PUBLISHERS. 

To  carry  on  the  businesses  of  printers,  engravers,  publishers,  book  and 
print  sellers,  bookbinders,  and  art  journalists  in  all  their  branches;  to 
carry  on  the  businesses  of  newspaper  and  magazine  proprietors,  news 
agents,  journalists,  literature  agents,  and  stationers  in  all  their  branches: 
to  carry  on  the  businesses  of  manufacturers  and  distributors  of  and  dealers 
in  engravings,  prints,  pictures,  drawings,  and  any  written,  engraved, 
painted  or  printed  productions,  in  all  their  branches;  to  carry  on  the 
businesses  of  advertising  agents,  advertisement  contractors,  and  designers 
of  advertisements,  m  all  their  branches;  to  carry  on  the  businesses  of 
paper  makers,  and  printing  and  other  ink  manufacturers,  in  all  their 
branches. 

Form  771. 
PUBLISHING. 

To  carry  on  the  business  of  manufacturing  and  selling  law  and  mis- 
cellaneous books,  to  make  contracts  with  authors,  publishers,  individuals, 
corporations,  or  firms  that  may  do  business  with  said  company,  to  con- 
tract for  printing,  reprinting,  stereotyping,  paper,  binding,  or  for  any- 
thing entering  into  the  manufacturing  of  law  or  miscellaneous  books,  to 
purchase  and  own  copyrights,  stereotype  plates,  books  in  sheets,  or  bound, 
or  in  course  of  manufacture,  and  to  purchase  the  right  to  print  and  issue 
books,  and  dispose  of  the  same,  as  well  as  all  rights  acquired  by  such 
purchase  or  purchases,  and  to  have  the  right  to  lease  any  such  rights 
on  such  terms  as  may  be  agreed  upon,  or  employ  agents,  firms  or  cor- 
porations, to  sell  all  such  books  manufactured  or  bought  by  the  said  com- 
pany, either  by  the  plan  known  as  "by  subscription"  or  otherwise,  or 
for  the  purpose  of  making  contracts  with  others  on  behalf  of  said  cor 


SPECIFIC  OiiJECT  CLAUSES.  495 

poration  and  to  make  any  other  contracts  or  leases,  carrying  out  the 
intention  of  said  company  and  to  have  all  the  rights,  powers,  privileges 
and  franchises  incident  to  and  granted  to  corporations  organized  by  virtue 
of  the  laws  of 

Form  772. 
PULP. 

To  construct,  build  and  operate  pulp  and  paper  mills,  and  to  engage 
in  the  manufacture  and  sale  of  pulp  and  paper  or  any  product  in  which 
pulp  or  paper,  or  any  material  used  in  the  manufacture  of  pulp  or  paper, 
may  be  used.  To  purchase,  lease  or  acquire  water  or  other  jwwer;  to 
generate  electrical  or  other  power,  and  use,  lease,  sell,  or  otherwise  dispose 
of  the  same.  To  acquire  by  purchase  or  otherwise,  timber  of  every 
description,  and  to  acquire  and  hold  and  dispose  of  timber  licenses  and 
timber  lands  necessary  and  convenient  for  the  business  of  the  company. 
To  purchase,  construct,  charter  and  navigate  steam  or  sailing  vessels,  or 
construct  and  operate  private  tramways  so  far  as  may  be  necessary  for 
the  business  of  the  company. 

Form  773. 
PUMPING  MACHINERY. 

To  manufacture  and  sell  windmills,  wind-mill  towers,  pneumatic  pumps, 
air  compressors,  and  other  appliances  or  devices  used  in  the  installation  or 
construction  of  water  systems  for  villages,  irrigation  or  domestic  uses, 
and  to  manufacture  and  sell  electric  motors,  gas  and  gasoline  engines; 
and  to  iqstal  electric  light  or  power  plants,  and  to  manufacture,  pur- 
chase or  otherwise  acquire,  hold  on  mortgage,  sell,  assign  and  transfer, 
invest,  trade,  deal  in  and  deal  with,  goods,  wares  and  merchandise  and 
property  of  every  class  and  description,  and  to  acquire  any  right  or 
privilege  which  the  Company  may  think  necessary  or  convenient  for  the 
purposes  of  its  business. 

Form  774. 
QUARRY. 

To  purchase,  mine,  quarry,  cut,  saw,  crush,  finish,  set,  and  dress  stone, 
marble  and  other  minerals  and  sell  the  same  to  the  public. 

Form  775, 
QUARRY. 

To  mine,  quarry  and  prepare  for  market  limestone  and  other  stones 
and  minerals,  and  manufacture  the  same  into  various  products  thereof, 
and  transport  and  sell  the  same  in  crude  and  manufactured  form,  and 
as  incident  to  such  business  to  acquire,  hold  and  sell  real  estate,  and  to 
have,  maintain  and  operate  the  necessary  tools,  appliances  and  plant. 


496      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  776. 
RAILROAD  COMPANY. 

To  Jo  a  general  railroad  business  in  all  its  branches;  to  survey,  build, 
erect,  construct,  own,  lease,  mortgage,  operate,  and  maintain,  sell  or 
otherwise  dispose  of  a  line  or  lines  of  railway  for  the  purpose  of  carrying 
jind  transporting  freight,  passengers,  baggage,  mail  and  express,  and  to 
do  a  general  railroad  business  for  hire  and  for  toll;  to  purchase,  construct, 
own,  maintain  and  operate  w^harves,  bridges,  and  trestles,  and  to  lay  rails 
and  operate  railroads  thereon;  to  purchase,  construct,  own,  maintain  and 
operate  in  connection  therewith  or  otherwise,  ferries,  vessels,  ships,  steam- 
ers, barges,  docks,  slips  and  landings,  and  discharging  places  for  freight 
and  passenger  traffic;  to  exercise  the  right  of  eminent  domain;  to  purchase, 
sell,  lease,  hold,  and  operate  all  classes  of  real  estate,  to  lay  out  town 
sites,  and  to  construct  any  and  all  kinds  of  improvements  thereon,  or  to 
be  used  in  connection  therewith,  and  to  purchase,  sell,  hold,  control  and 
operate  easements,  franchises,  roads,  rights-of-way,  mill  and  furnace  sites, 
and  to  construct  and  operate  power  plants;  to  buy,  own,  construct,  build, 
erect,  maintain,  lease,  sell  or  otherw-ise  dispose  of  plants  for  the  manu- 
facture and  repair  of  engines,  motors,  dynamos,  cars,  trucks,  rolling  stock 
of  all  kinds,  machinery,  mechanical  devices  of  every  kind  and  nature  for 
the  furtherance  of  the  purposes  herein  stated;  to  buy,  own,  lease,  build, 
erect,  construct  and  maintain  telephone  and  telegraph  lines;  and  to  buy 
and  sell  all  kinds  of  property  both  personal  and  real;  to  own,  handle  and 
control  letters  patent  and  inventions;  to  act  as  agent,  trustee  or  in  any 
other  fiduciary  capacity;  to  borrow  money,  issue  bonds,  promissory  notes 
and  other  evidences  of  indebtedness;  to  own,  buy,  mortgage,  hypothecate, 
pledge,  sell  or  otherwise  dispose  of  and  deal  in  and  with  property  of  all 
kinds  as  well  as  capital  stock  and  shares  of  this  corporation  "and  that  of 
other  corporations,  and  to  vote  any  shares  owned  by  it  the  same  as  a 
natural  person  might  do;  and  to  enter  into  such  agreements,  contracts  and 
stipulations  and  make  such  arrangements  as  may  be  or  seem  necessary  to 
carry  out  the  same  and  attain  the  objects  and  purposes  herein  expressed 
and  intended. 

Form  777. 
RAILROAD. 

To  purchase  or  otherwise  acquire  the  whole  or  any  of  the  property  and 

rights  formerly  possessed  by  the Eailway  Comj:>any  but  recently 

sold   under  certain  decrees  and  orders  of  the  District  Court  of  the  United 

States  for    District  of   ,  etc.,  in  a  suit, 

etc.,  and  with  a  view  thereto  to  enter  into  an  arrangement  to  acquire  and 
take  over  as  a  going  concern  the  railway  now  carried  on,  etc.  To  equip, 
work,  maintain,  improve,  and  operate  the  said  railroad  and  any  other 
railroads  which  the  company  may  become  possessed  of  or  interested  in, 
or  over  which  it  may  have  running  powers.  To  construct,  purchase,  take 
on  lease  or  otherwise  acquire,  any  railways  or  tramways,  which  may  seem 
capable  of  being  worked  in  connection  with  any  of  the  company's  lines 
for  the  time  being  or  calculated  directly  or  indirectly  to  benefit  the  com- 
pany,   and    to    acquire   rights    over    or    in    connection   with   any   such   rail- 


SPECIFIC  OBJECT  CLAUSES.  497 

ways.  To  carry  on  the  business  of  a  telegraph  and  telephone  company 
in  their  respective  branches.  To  carry  on  the  business  of  rolling  stock 
manufacturers,  mechanical  engineers,  ship  owners,  ship  builders,  carriers, 
by  land  or  water,  warehousemen,  forwarding  agents,  and  insurance  agents 
against  loss  or  damage  to  goods  by  accident  or  otherwise.  To  improve, 
work,  and  facilitate  the  navigation  of  any  rivers,  lakes,  canals  and  other 
waters. 

Form  778. 
RAILROAD  APPLIANCES. 

To  manufacture  and  sell  railway  appliances;  and  to  acquire  patents 
relating  thereto;  and  to  license  others  thereunder. 

Form  779. 
RAILWAY  CARS. 

To  build,  purchase,  ecjuip  and  sell  cars  and  railway  equipments;  to 
acquire  real  estate,  personal  property,  licenses  and  letters  patent  covering 
improvements  and  novelties  necessary  to  and  connected  with  said  business, 
and  license  individuals  and  corporations  to  manufacture,  sell  or  use  such 
improvements  and  novelties  in  shops  or  specific  territory  upon  royalty  or 
otherwise. 

Form  780. 
RAILROAD  CONSTRUCTION. 

To  build,  furnish,  equip  and  constriie-t,  railroads,  street  railways,  canals, 
water  works,  bridges,  gas  works,  dredging  works,  electric  light  and  power 
appliances,  apparatus  and  plants,  and  other  works  of  a  similar  character, 
and  works  of  internal  improvement,  and  steam  and  water  dredges  and 
pumps;  and  to  manufacture,  purchase,  own,  lease,  sell  or  otherwise  dis- 
pose of  all  necessary  machinery,  fixtures,  rolling  stock  and  all  apparatus 
necessary  to  fully  build,  furnish,  equip,  construct  and  operate  the  same 
and  to  purchase  on  lease,  sale  or  otherwise  acquire  and  to  dispose  of 
inventions,  patented  machinery,  or  articles  patent  therefor,  or  licenses  or 
privileges  thereunder,  or  any  interest  therein;  and  to  carry  on  a  general 
manufacturing  business;  and  generally  to  transact  all  business  connected 
with  said  purposes  or  any  of  them. 

Form  781. 
RAILWAY  CONSTRUCTION. 

To  carry  on  a  general  manufaL-turing  business  for  the  making,  using, 
introducing,  selling  and  licensing  others  to  use  and  sell  patented  articles, 
such  as  girders,  posts,  turntables,  switches,  bridges,  cars,  trucks,  locomo- 
tives and  all  other  articles  entering  into  their  use  or  construction,  and 
to  do  any  business  thereto  appertaining.  To  construct  elevated  railway  lines 
of  wood  and  iron,  iron  and  steel,  either  or  all  of  them,  and  to  manufacture 
the  material  entering  into  such  construction  and  to  carry  on  the  business 
pertaining    to    railway    supply    and    construction    companies.      To    acquire 


498   CORPORATION  FORMS  AND  PRECEDENTS. 

[juoh  real  estate  as  may  be  necessary  for  the  construction,  equipment  or 
keeping  in  repair  of  said  lines,  works,  shops  and  improvements;  to  issue 
bonds  or  other  evidences  of  indebtedness,  of  such  denomination  and  value 
and  bearing  such  rates  of  interest,  aud  payable  at  such  times  and  places 
as  the  board  of  directors  may  determine.  To  purchase  by  the  issue  of 
stock  or  otherwise,  patents,  licenses,  contracts  and  rights,  collecting  moneys, 
royalties,  revenues  and  disbursing  the  same,  and  generally  to  have  all  the 
rights,  powers  and  privileges  and  franchises  incident  to  and  granted 
to  a  corporation  organized  under  and  by  virtue  of  the  laws  of  the  State  of 


Form  782. 
RAILROAD  EQUIPMENT. 

To  acquire,  sell  and  lease  equipment  machinery,  materials  and  supplies, 
used  in  or  about  the  construction  and  operation  of  railroads,  street  rail- 
ways, tramways,  mines  and  other  works  of  internal  improvement;  to 
acquire,  hold,  and  sell  railroad  and  other  securities  and  obligations,  and 
to  negotiate  for  others  the  purchase,  sale  or  lease  of  such  equipment  and 
other  property  as  aforesaid,  including  such  securities  and  obligations; 
and  to  negotiate  for  others  or  make  loans  upon  the  same  and  generally 
to  do  whatever  may  be  incidental  or  necessary  to  carry  out  any  of  the 
purjioses  aforesaid. 

Form  783. 
RAILROAD  FROGS. 

To  manufacture,  lease  and  sell  apparatus  relating  to  railway  frogs, 
or  to  purchase,  own  and  utilize  rights  and  privileges  under  letters  patent 
granted  therefor,  and  for  other  inventions  of  similar  nature,  and  all  other 
acts  and  things  required  to  be  done  in  and  about  the  development  and 
utilization  of  such  invention  or  inventions. 

Form  784. 
RAILROAD  SIGNALS. 

To  manufacture  and  sell  railway  signals,  track  instruments  and  devices 
in  connection  therewith;  also  to  manufacture  and  sell  railway  supplies 
and  machinery. 

Form  785. 
RAILROAD  TIES. 

To  conduct,  maintain,  and  carry  on  a  general  timber,  lumber  and  tie 
business,  and  a  general  trading  and  mercantile  business  such  as  is  usually 
carried  on  in  a  country  store,  and  to  mine,  sell  and  ship  coal,  contract 
for  and  purchase  and  sell  the  right  to  go  upon  the  real  estate  of  others; 
to  cut,  sell,  ship,  and  manufacture  timber  into  lumber  and  ties  and  other 
things,  and  to  purchase,  own,  lease,  use,  erect  and  run  saw  mills  and  all, 
each  and  every  other  implement,  tool  or  tools,  incidental  and  necessary 
to   the  business  hereinabove   set   forth;    to   erect   on  land  owned  by  it  or 


SPECIFIC  OBJECT  CLAUSES.  499 

leased  from  otlicrs,  tenements  for  its  employes  and  ollier.s;  and  to  do 
all,   each   and  every   thing   pertaining   to   the   business  as   hereinabove   set 

out  according  to  the  laws  of  the  state  of as  fully  and  thoroughly 

as  a  natural  person  might  or  could  do. 

Form  786. 
REAL  ESTATE. 

(1)     To  purchase,  take  on  lease  or   in  exchange,  or  otherwise  acquire 

any  lands  and  buildings  in  the  county  of   or  elsewhere,  and  any 

estate  or  interest  in,  and  any  rights  connected  with,  any  such  lands  and 
buildings.  (J)  To  develop  and  turn  to  account  any  land  acquired  by  or 
in  which  the  Company  is  interested,  and  in  particular  by  laying  out  and 
preparing  tlie  same  for  building  purposes,  constructing,  altering,  pulling 
down,  decorating,  maintaining,  furnishing,  fitting  up  and  imjiroving  build- 
ings, and  by  planting,  paving,  draining,  farming,  cultivating,  letting  on 
)>uilding  lease  or  building  agreement,  and  by  advancing  money  to  and 
entering  into  contracts  and  arrangements  of  all  kinds  with  builders, 
tenants,  and  others.  (3)  To  construct,  maintain,  improve,  develop,  work, 
control,  and  manage  any  waterworks,  gasworks,  reservoirs,  roads,  tram- 
ways, electric  power  and  heat  and  light  supply  works,  telephone  works, 
hotels,  clubs,  restaurants,  baths,  places  of  worship,  places  of  amusement, 
])leasure  grounds,  parks,  gardens,  reading  rooms,  stores,  shops,  dairies, 
and  other  works  and  conveniences  which  the  Company  may  think  directly 
or  indirectly  conducive  to  these  objects,  and  to  contribute  or  otherwise 
assist  or  take  part  in  the  construction,  maintenance,  development,  working, 
control  and  management  thereof.  (4)  To  carry  on  all  or  any  of  the  fol- 
lowing businesses,  namely,  builders,  and  contractors,  decorators,  merchants, 
and  dealers  in  stone,  sand,  lime,  brick,  timber,  hardware  and  other  build- 
ing requisites,  brick  and  tile  terra  cotta  makers,  'jobmasters,  carriers, 
licensed  victualers,  and  house  agents.  (5)  To  lend  money  either  with  or 
without  security,  and  generally  to  such  persons  and  upon  such  terms  and 
conditions  as  the  Company  may  think  fit,  and  in  particular  to  persons 
undertaking  to  build  or  improve  any  property  in  which  the  Company  is 
interested,  and  to  tenants,  builders,  and  contractors.  (6)  To  undertake 
and  execute  any  trusts  the  undertaking  of  which  may  seem  to  the  Coni- 
]>any  desirable. 

Form  787. 
REAL  ESTATE. 

1.     To   acquire   by  purchase,   lease,   exchange,   or  otherwise,   land,  build- 
ings,  and  hereditaments  of  any  tenure  or  description  situate  in  the  City 

of   and  its  neighborhood,  and  any  estate  or  interests  therein, 

and  any  rights,  over  or  connected  with  lands  so  situate,  and  to  turn  the 
same  to  account  as  may  seem  expedient,  and  in  porticular  by  preparing 
building  sites,  and  by  constructing,  reconstructing,  altering,  improving, 
decorating,  furnishing  and  maintaining  offices,  flats,  houses,  factories,  ware- 
houses, shops,  wharves,  buildings,  works  and  conveniences  of  all  kinds,  and 
by  consolidating,  or  connecting,  or  subdividing  properties,  and  by  leasing 
and    disposing   of    the   same.      2.    To    manage   land,   buildings,    and   other 


500   CORPORATION  FORMS  AND  PRECEDENTS. 

property  situate  as  aforesaid  whether  belonging  to  the  Company  or  not, 
and  to  collect  rents  and  income,  and  to  supply  tenants  and  occupiers,  and 
others,  refreshments,  attendance,  messengers,  light,  waiting  rooms,  read- 
ing rooms,  meeting  rooms,  lavatories,  laundry  conveniences,  electric  con- 
veniences, stables,  and  other  advantages.  3.  To  acquire  and  take  over  any 
business  or  undertaking  carried  on,  upon,  or  in  connection  with,  any  land 
or  building  which  the  Company  may  desire  to  acquire  as  aforesaid,  or 
become  interested  in,  and  the  whole  or  any  of  the  assets  and  liabilities  of 
si^ch  business  or  undertaking,  and  to  carry  on  the  same,  or  to  dispose  of, 
remove,  or  put  an  end  thereto,  or  otherwise  deal  with  the  same  as  may 
seem  expedient.  4.  To  establish  and  carry  on,  and  to  promote  the  estab- 
lishment and  carrying  on,  upon  any  property  in  which  the  Company  is 
interested,  of  any  business  which  may  conveniently  be  carried  on  upon  or  in 
connection  with  such  property,  and  the  establishment  of  which  may  seem 
calculated  to  enhance  the  value  of  the  Company's  interest  in  such  prop- 
erty, or  to  facilitate  the  disposal  thereof.  5.  To  advance  and  lend  money 
to  builders,  tenants,  and  others  who  may  be  willing  to  build  on  or  improve 
any  land  or  buildings  in  which  the  Company  is  interested,  and  generally 
to  advance  money  to  such  persons  and  on  such  terms  as  may  be  arranged. 

Form  788. 
REAL  ESTATE. 

To  purchase,  hold,  sell,  improve,  and  lease  real  estate,  and  mortgage 
and  encumber  the  same,  and  to  erect,  manage,  care  for  and  maintain, 
extend   and   alter  buildings  thereon. 

Form  789. 
REAL  ESTATE. 

To  buy,  sell,  deal  in,  lease,  hold  or  improve  real  estate,  and  the  fixtures 
and  personal  property  incidental  thereto  or  connected  therewith,  and 
with  that  end  in  view  to  acquire,  by  purchase,  lease,  hire  or  otherwise, 
lands,  tenements,  hereditaments,  or  any  interest  therein,  and  to  improve 
the  same,  and  generally  to  hold,  manage,  deal  with  and  improve  the 
property  of  the  company,  and  to  sell,  lease,  mortgage,  pledge,  or  other- 
wise dispose  of  the  lands,  tenements  and  hereditaments  or  other  property 
of  the  company;  to  construct,  erect,  equip,  repair  and  improve  houses, 
buildings,  public  or  private  roads,  alleys,  tramways,  railroads,  reservoirs, 
irrigation  ditches,  wharves,  sewers,  tunnels,  conduits  and  subways;  to  make, 
enter  into,  perform  and  carry  out  contracts  for  constructing,  altering, 
decorating,  maintaining,  furnishing,  fitting  up  and  improving  buildings  of 
every  sort  and  kind;  to  advance  money  to,  and  enter  into  contracts  and 
arrangements  of  all  kinds  with  builders,  property  owners  and  others; 
and  to  carry  on  in  all  their  respective  branches  the  business  of  builders, 
contractors,  decorators,  dealers  in  stone,  brick,  timber,  hardware  and  other 
building  materials  or  requisites. 


SPECIFIC  OBJECT  CLAUSES.  501 

Form  790. 
REAL  ESTATE. 

To  purohaso,  iiiij)r()ve,  develoj.,  hold  and  fiijoy  real  estate  in  fee  simple, 
upon  ground  rent  or  lease,  and  to  least',  mortgage,  and  sell  the  same  in 
such  parts  or  parcels,  improved  or  unimproved,  and  on  such  terms  as  to 
time  and  manner  of  payment  as  may  be  agreed  upon. 

Form  791. 
REAL  ESTATE  AGENCY. 

To  conduct  a  general  brokerage,  agency  and  commission  business  for 
others  in  the  purchase,  sale  and  management  of  real  estate  for  others 
and  the  negotiation  of  loans  thereon;  to  purchase  and  sell  for  others  per- 
sonal proj)erty,  stocks,  bonds,  and  notes,  and  to  negotiate  loans  thereon 
for  others;  to  act  as  trustee  in  deeds  of  trust  or  mortgages  on  real  or 
personal  property  or  any  evidences  of  value  to  secure  them,  and  to  act 
as  agents  for  letting  houses,  lands,  and  the  collection  of  rents  and  the 
payment  of  taxes. 

Form  792. 
REFRIGERATING  MACHINERY. 

To  sell  and  furnish,  and  negotiate  contracts  for  the  sale  or  furnish- 
ing of  refrigerating  machinery  or  ice  making  machines  and  their  ap- 
j.urtenances,  and  jdants  or  parts  of  plants  relating  to  the  same,  and  to 
furnish  or  negotiate  contracts  for  repairs  upon  the  same;  to  acquire, 
own  and  control  patents  relating  to  such  machinery  or  appurtenances  or 
to  processes  for  refrigeration  and  to  obtain  and  grant  licenses  under  such 
patents. 

Form  793. 
RESTAURANT. 

To  introduce,  erect,  provide,  maintain,  operate,  lease,  purchase,  acquire, 
hold,  enjoy  and  dispose  of  by  sale,  lease  or  otherwise  in  any  town,  city 
or  borough  in  the  United  States,  coffee  houses,  restaurants,  inns,  eating 
houses,  taverns  or  places  of  entertainments  and  refreshment,  with  power 
to  contract  with  towns,  cities  or  boroughs,  or  any  municipal  corporation 
or  other  corporation  or  body  politic,  or  any  person  or  persons,  and  to  make 
and  execute  any  and  all  agreements  for  the  rental  of  such  coffee  houses, 
restaurants,  inns,  eating  houses,  taverns  or  places  of  entertainment  and 
refreshment  in  said  United  States;  to  construct,  own,  purchase,  main- 
tain, operate,  sell,  lease,  or  dispose  of  any  such  property,  and  to  have 
power  to  purchase  and  hold  in  fee  simple  or  otherwise  such  real  estate 
as  may  be  necessary  for  carrying  on  the  business  of  the  said  corporation, 
and  for  the  full  and  complete  enjoyment  of  said  corporation,  the  said 
company  is  hereby  authorized  to  issue  from  time  to  time  bonds  with  or 
without   coupons  at  a'  rate  of  interest  not  exceeding  that  allowed  by  the 

laws  of ,  secured  in  such  manner  as  the  board  of  directors  may 

authorize   and   for  such   amounts   and   upon   such   conditions   as   the  board 


502      CORPORATION  FORMS  AND  PRECEDENTS. 

of  directors  of  said  company  sliall  prescribe,  and  said  corporation  may 
contract  and  agree  with  the  individuals  and  authorities  aforesaid  for  the 
guaranteeing  or  securing  the  payment  of  said  bonds,  principal  and  inter- 
est or  either  or  both.  The  object  and  purpose  of  said  corporation  is  to 
provide  and  maintain  coffee  houses,  restaurants,  inns,  eating  houses, 
taverns  or  places  of  entertainment  and  refreshment  where  the  sale,  use 
or  possession  of  alcoholic,  vinous,  spirituous  or  malt  liquors  as  a  beverage 
shall  be  prohibited. 

Form  794. 
RIDING  ACADEMY. 

To  breed  horses,  buy  and  sell  horses  on  commission  or  otherwise,  let 
horses  for  hire,  board  and  train  horses,  and  carry  on  the  business  of  a 
riding  academy,  and  to  acquire  and  hold  real  estate  necessary  for  said 
business  and  to   improve,  mortgage  and  lease  the  same. 

Form  795. 
RIVER  TRANSPORTATION. 

To  mine  coal  and  other  minerals,  and  to  purchase  and  lease  coal  and 
mineral  lands  for  such  purposes;  to  purchase  coal,  coke  and  all  other 
merchandise  and  to  ship  and  transport  the  same  to  market  on  the  Ohio 
and  Mississippi  Kivers  and  their  tributaries;  to  tow  boats,  barges,  and 
other  water  craft;  to  own,  lease  and  control  steam  boats,  barges  and  other 
water  craft,  elevators,  wharves,  and  landings;  to  carry  on  a  general  freight 
and  transportation  business;  and  to  transact  any  further  and  all  other 
business  necessarily  connected  wdth  the  purposes  of  this  corporation  or 
calculated  to  facilitate  the  same. 

Form  796. 
ROAD  MACHINES. 

To  carry  on  the  business  of  buying  and  selling,  at  retail  or  whole- 
sale, shelf  and  staple  hardware;  iron,  nails  and  general  hardware,  build- 
ers' material,  sash,  doors,  blinds,  lime,  cement,  plaster  and  plasterer's 
hair,  fire  clay,  fire  brick,  tiling,  tubing,  casing  and  oil  well  supplies;  agri- 
cultural implements  of  all  kinds;  engines,  boilers,  road  wagons;  road 
scrapers  and  other  road  working  machines;  buggies,  carriages  and  all 
kinds  of  conveyances;  blacksmith's  materials  and  tools,  wagon  maker's 
tools,  and  all  kinds  of  wood  working  machinery  and  implements;  hollow 
and  wooden  ware,  tinware,  willowware,  harness,  saddles,  bridles,  horse 
blankets  and  whips,  all  kinds  of  fire  arms  and  sporting  goods,  ammuni- 
tion, stationery  and  plated  ware,  brass  goods,  house  furnishing  goods, 
plumbers'  and  gas  fitters'  goods  and  materials  of  all  kinds,  and  to  carry 
on  the  business  of  plumbers  and  gas  fitters  in  all  their  respective  branches; 
and  to  manufacture  stoves  and  carry  on  a  general  foundry  business;  and' 
to  carry  on  a  general  merchandise  business;  and  to  manufacture  any  and 
all  of  the  above  enumerated  articles,  implements  and  machines,  and  to 
do  a  general  manufacturing  businessjjjind  to  buy  and  hold  and  sell,  when 
necessary,  sufficient  real  estate  for  the  purpose  and  business  of  the 
company. 


SPECIFIC  OBJECT  CLAUSES.  503 

Form  797. 
ROOFING  SUPPLIES. 

To  manufacture  and  sell  ornamental  sheet  metal  work,  roofing  material 
and  supplies  of  wood,  tile,  slate,  tin,  paper,  asbestos,  sheet  metal  or  other 
materials,   and  lay,   erect,   construct   and   sell   the   same. 

Form  798. 
ROPE  MANUFACTURERS. 

To  carry  on  the  business  of  manufacturers  and  dealers ropes,  nemp, 

fibre,  cork,  wire,  and  all  or  any  materials  and  things  used  for  or  in  con- 
nection with  the  manufacture  of  rope  by  patent  or  other  process,  and 
all  or  any  articles  and  things  from  time  to  time  usually  made  or  sold 
as  associated  with  or  auxiliary  to  the  business  of  such  manufacturers  and 
dealers  as  aforesaid,  or  for  which  the  machinery,  plant,  and  staflf  of  the 
company  as  such  manufacturers  and  dealers  as  aforesaid  may  be  con- 
veniently used. 

Form  799. 
RUBBER. 

To  manufacture,  produce,  buy,  sell,  export,  import,  and  generally  deal 
in  rubber  and  gutta  percha,  and  all  goods  of  which  rubber  and  gutta 
percha  are  component  parts,  and  the  various  materials  entering  into  the 
manufacture  of  any  and  all  such  goods.  To  carry  on  the  business  of 
planters  and  to  purchase,  lease,  exchange  or  otherwise  acquire  such  lands 
and  property  of  every  kind  and  description  for  the  planting,  growing  an«l 
cultivating  of  rubber  trees  as  may  be  necessary  or  convenient  in  connection 
with  said  objects. 

Form  800. 
RUGS. 

To  manufacture,  renovate,  restore,  buy,  sell,  import,  store,  and  deal  in 
rugs  and   carpets  of  every  kind  and  description. 

Form  801. 
SADDLERS. 

To  carry  on  the  business  of  manufacturers  of  saddles,  saddlery,  harness, 
traveling  trunks,  traveling  bags,  springs,  and  every  description  of  leather 
goods,  and  iron  and  steel  workers,  and  such  other  businesses  and  processes 
in  connection  with  the  above-mentioned  business  as  are  customarily  carried 
on  in  connection  therewith,  or  are  naturally  incident  thereto. 

Form  802. 
SAFE  DEPOSIT  VAULT  COMPANY. 

To  construct,  maintain  and  operate  a  system  of  safe  deposit  vaults, 
and  to  receive  and  care  for  valuable  packages  with  or  without  guarantee; 


504   CORPORATION  FORMS  AND  PRECEDENTS. 

to  acquire,  own,  possess  and  enjoj  such  real  estate  as  may  be  necessary  and 
convenient  for  the  transaction  of  the  aforementioned  business,  and  to  rent, 
sell  or  mortgage  all  or  any  part  thereof  whenever  it  may  seem  necessary 
or  convenient,  and  to  do  any  and  all  other  things  incidental  to  or  neces- 
sary in  the  business  of  a  safe  deposit  company. 

Form  803. 
SAFES. 

To  manufacture  and  sell  vaults,  safes,  locks,  and  any  other  article  or 
articles  of  commerce  made  from  iron,  steel,  or  any  other  metal  or  metals,  or 
wood,  or  both. 

Form  804. 
SALT. 

To  purchase  and  build  salt  furnaces,  bore  salt  wells,  oil  well  and  gas 
wells;  to  purchase  lands;  to  manufacture,  sell  or  purchase  salt;  to  manu- 
facture, sell  or  purchase  bromine;  to  mine  coal  and  to  transact  any  busi- 
ness connected  therewith  including  transportation  to  market  and  the  sale 
of  the  same;  to  keep  a  store  for  the  purpose  of  purchasing  and  selling 
such  goods  as  are  usually  kept  in  a  country  store;  also  to  manufacture, 
barrels,  staves,  and  heads  and  sell  the  same,  and  to  do  all  other  things 
necessary  to  be  done  to  successfully  operate  and  prosecute  the  busineae 
of  said  corporation. 

Form  805. 
SALT. 

To  acquire  title  by  purchase  or  otherwise  to  salt  mines,  salt  plants,  and 

the  real  estate  connected  therewith  in  the  state  of   ■.  .,  and  other 

states  and  territories;  to  purchase  real  estate  in  said  states  and  elsewhere 
and  to  develop  thereon  salt  mines  and  erect  salt  works;  to  lease,  rent,  buy, 
and  sell  salt  mines,  salt  plants  and  real  estate  as  provided  by  law  in  said 

state    of    and   other   states   and   territories;    to    mine    salt    by 

hydraulic  or  any  other  process;  to  manufacture  salt  by  evaporation  or  by 
any  other  process; 'to  buy,  mine,  ship,  and  sell  coal  and  coal  products;  to 
buy,  mine,  ship,  and  sell  salt  and  salt  products;  to  purchase,  manu- 
facture, sell  and  use  cooperage  and  cooperage  stock;  to  build  and 
own  railroad  switches  and  other  roads  to  its  salt  mines  and  plants, 
and  to  lease,  sell  and  convey  the  same;  to  purchase  all  machinery 
and  materials  for  erecting  salt  works,  manufactories,  or  any  other  build- 
ing or  erection  necessary  to  carry  on  its  business;  to  purchase,  ship  and 
sell  salt;  to  carry  on  a  merchandising  business  and  generally  to  do  all 
things  which  a  salt  and  mining  company  may  do  under  the  laws  of  the 
state  of   or  in  other  states  and  territories. 

Form  806. 
SALT. 

To  mine  and  sell  coal,  to  manufacture  and  sell  salt,  and  transport  the 
Bame  to  market,  and  to  carry  on   the  business  of  a  general  store,  and  to 


SPECIB^IC  OBJECT  CLAUSES.  505 

manufacture  and  sell  bromine  and  other  products  that  can  be  made  fron: 
salt,  salt   water,   bittern   water   and   the   residue  therefrom. 

Form  807. 
SALTWORKS. 

To  purchase  or  acquire  for  any  estate  or  interest  any  beds  or  springs 
or  other  supplies  of  salt  or  brine,  or  other  substance  required  for  the 
purposes  of  the  company,  and  to  work  and  develop  the  same.  To  supply 
brine,  and  to  manufacture  salt  and  other  chemical  products,  and  deal 
in,  sell,  and  disjiose  of  the  same.  To  sink  wells  and  shafts,  and  to  make, 
build,  and  construct,  lay  down,  acquire,  and  maintain  factories,  engines, 
machinery,  tramways,  docks,  quays,  reservoirs,  culverts,  mains,  and  other 
pipes,  plant  and  appliances,  and  to  execute  and  do  all  other  works  and 
things  necessary  or  convenient  for  working,  obtaining,  storing,  selling, 
manufacturing,  and  conveying  salt,  brine,  and  other  chemical  products, 
or  otherwise  for  the  purposes  of  the  company.  To  work,  use,  render 
marketable,  and  dispose  of  any  minerals  on  the  property  of  the  company. 

Form  808. 

SAND. 

To  manufacture,  refine  and  sell  silex,  sand,  and  such  other  products 
and  by-products  as  are  incidental  thereto;  to  develop  the  different  varieties 
of  sand  and  silex;  to  manufacture  products  and  by-i)roducts  therefrom;  to 
develop  sand  and  silex;  to  manufacture  and  prepare  the  same  for  market 
and   to   sell   and   transport   the  same. 

Form  809. 
SAVINGS  BANK. 

To  carry  on  the  business  of  banking,  in  all  its  branches,  and  to  exer- 
cise under  the  laws  of  the  state  of   all  such  incidental  powers 

as  shall  be  necessary  to  carry  on  said  business  by  discounting  promis- 
sory notes,  negotiable  drafts,  bills  of  exchange,  and  other  evidences  of 
indebtedness;  to  buy,  and  sell  exchange,  T^ank-notes,  bullion  and  coin; 
to  receive  money  upon  transient  or  special  deposits,  to  issue  certificates 
of  loan  and.  deposit  for  money  deposited  and  to  pay  interest  on  the  same; 
to  loan  money  on  personal  and  other  security  and  generally  to  carry  on 
such  business  as  is  usually  carried  on  by  a  bank  of  discount  and  deposit. 

Form  810. 
SAW-MILLS. 

To  carry  on  business  as  timber  merchants,  saw-mill  proprietors,  and 
timber  growers,  and  to  buy,  sell,  grow,  prepare  for  market,  manipulate, 
import,  export,  and  deal  in  timber  and  wood  of  all  kinds  and  to  manu- 
facture and  diep.\  in  articles  of  all  kinds  in  the  manufacture  of  which 
timber  or  wood  is  used,  to  purchase  and  deal  in  timber  rights  or  con- 
cessions,  and  to   carry   on   business   as  shipowners   and  so   far   as   may  be 


506     Corporation  forms  and  precedents. 

deemed  expedient,  the  business  of  general  merchants,  and  to  cut,  clear, 
plant  and  work  timber  estates,  and  to  carry  on  any  other  businesses 
which  may  seem  to  the  company  capable  of  being  conveniently  carried 
on  in  connection  with  any  of  the  above,  or  calculated  directly  or  indi- 
rectly to  render  profitable  or  enhance  the  value  of  the  company 's  property 
or  rights  for  the  time  being. 

Form  811. 
SCALES. 

To  manufacture  and  sell  all  of  the  several  kinds  of  weighing  scales 
patented  by  by  letters  jjatent  numbered  and  dated  as  fol- 
lows     ;   to  purchase  said   patents  and  sell  or  otherwise  dispose  of 

the  same,  severally  or  collectively,  by  terms  or  in  entirety;  and  to  manu- 
facture, buy  and  sell  any  of  the  lines  of  wares  usually  manufactured  by  com- 
panies engaged  in  the  scales  business;  and  also  to  purchase,  lease  and 
hold  real  estate  necessary  for  the  business  above  specified 

Form  812. 
SCHOOL  OR  COLLEGE. 

To   esfablish   and  carry   on   at    a  school    (or  college)    where 

students  may  obtain  on  moderate  terms,  a  sound  classical,  mathematical, 
technical  and  general  education  of  the  highest  order;  to  provide  for  the 
delivery  and  holding  of  lectures,  exhibitions,  public  meetings,  classes  and 
conferences,  calculated  directly  or  indirectly  to  advance  the  cause  of  edu- 
cation whether  general,  professional,  or  technical. 

Form  813. 
SECURITIES  COMPANY. 

(1)  To  acquire  and  hold  shares,  stocks,  debentures,  debenture  stocks, 
bonds,  obligations,  and  securities  issued  or  granted  by  any  Company  con- 
stituted or  carrying  on  business  in  the  United  States,  or  in  any  colony,  or  de- 
pendency, or  possession  thereof,  or  in  any  foreign  country,  and  debentures, 
debenture  stock,  bonds,  obligations,  and  securities,  issued  or  granted  by  any 
government,  sovereign,  ruler,  commissioners,  public  body,  or  authority, 
supreme,  municipal,  local,  or  otherwise,  whether  at  home  or  abroad.  (2) 
To  acquire  any  such  shares,  stocks,  debentures,  debenture  stock,  bonds, 
obligations,  or  securities  by  original  subscriptions,  tender,  purchase,  ex- 
change, or  otherwise,  and  to  subscribe  for  the  same,  either  conditionally, 
or  otherwise,  and  to  guarantee  the  subscription  thereof,  and  to  exercise 
and  enforce  all  rights  and  powers  conferred  by  or  incident  to  the  owner- 
ship thereof.  (.3)  To  issue  debentures,  debenture  stock,  bonds,  obliga- 
tions, and  securities  of  all  kinds,  and  to  frame,  constitute,  and  secure  the 
same,  as  may  seem  expedient,  with  full  power  to  make  the  same  trans- 
ferable by  delivery,  or  by  instrument  of  transfer  or  otherwise,  and 
either  perpetual  or  terminable,  and  either  redeemable  or  otherwise,  and 
to  charge  or  secure  the  same  by  trust  deed  or  otherwise,  on  the  undertak- 
ing of  the  Company,  or  upon  any  specific  property  rights  present  and 
future,   of   the   Company    (including,    if   thought   fit,   uncalled   capital),   or 


SPP:CIFIC  object  clauses.  5DT 

oHieiwise  however.  (4)  To  advance  and  lend  money  and  assets  of  a'l 
kinds  upon  such  terms  as  may  be  arranged.  (5)  To  facilitate  and  en- 
courage the  creation,  issue,  or  conversion  of  debentures,  debenture  stock, 
bonds,  obligations,  shares,  stocks,  and  securities,  and  to  act  as  trustees 
in  connection  with  any  such  securities,  and  to  take  part  in  the  conver- 
sion of  business  concerns  and  undertakings  into  companies.  (6)  To  take 
part  in  the  management,  supervision,  or  control  of  the  business  or  opera- 
tions of  any  company  or  undertaking,  and  for  that  purpose  to  appoint  and 
remunerate  any  directors,  accountants,  or  other  experts  or  agents.  (7)  To 
employ  experts  to  investigate  and  examine  into  the  conditions,  prospects, 
value,  character,  and  circumstances  of  any  business  concerns  and  under- 
takings, and  generally  of  any  assets,  property,  or  rights.  (8)  To  consti- 
tute any  trust,  with  a  view  to  the  issue  of  preferred  and  deferred,  or 
any  other  special  stocks  or  securities  based  on  or  representing  any  shares, 
stocks,  or  other  assets  specifically  appropriated  for  the  purposes  of  any 
such  trust,  and  to  settle  and  regulate,  and,  if  thought  fit,  to  undertake 
and  execute  any  such  trusts,  and  to  issue,  dispose  of,  or  hold  any  such 
])referred,  deferred,  or  other  special  stocks  or  securities.  (9)  To  transact 
or  carry  on  all  kinds  of  agency  business,  and  in  particular  in  relation  to 
the  investment  of  money,  the  sale  of  property,  and  the  collection  and 
receipt  of  money.  (10)  To  give  any  guarantee  in  relation  to  the  pay- 
ment of  any  debentures,  debenture  stock,  bonds,  obligations  or  securities. 
(11)  Generally  to  carry  on  business  as  financiers,  and  to  undertake  and 
carry  out  all  such  operations  and  transactions  (except  the  issuing  of  poli- 
cies of  assurance  on  human  life),  as  an  individual  capitalist  may  lawfully 
undertake  and  carry  out. 

Form  814. 
SEEDS. 

To  grow,  buy  and  sell,  both  at  wholesale  and  retail,  garden,  farm 
and  flower  seeds,  grains,  bulbs,  trees,  plants,  and  other  vegetable  and 
horticultural    growths,    farm    and    agricultural    products    and    implements. 

form  815. 
SEEDS. 

To  buy,  sell  and  deal  in  sooils  and  j)oultry  feed. 

Form  816. 
SEWING  MACHINES. 

To  manufacture,  buy,  sell,  use,  import,  export,  deal  and  trade  in  sew- 
ing machines,  motor  sewing  machines,  motors,  apparatus,  machinery,  goods 
and  articles  of  every  description  appertaining  to  the  sewing  machine, 
and  motor  business,  and  also  other  goods,  property  and  articles  useful  to 
the  public,  and  to  jiurchase,  own,  buy,  sell,  hold,  use  and  deal  in  patents, 
l)atent  rights  and  all  privileges,  rights,  titles  and  interest  pertainiug 
thereto. 


508   CORPORATION  FORMS  AND  PRECEDENTS. 

Form  817. 
SHEET  METAL. 

To  manufacture,  sell  and  deal  in  architectural  and  ornamental  sheet 
metal,  metal  fronts,  cornices,  ceilings,  windows  and  all  portions  of  build- 
ings made  of  metal,  and  to  make  and  repair  tin,  copper,  slate,  tile  and 
slag  roofs. 

Form  818. 
SHIP-BUILDING. 

To  build,  make,  operate,  maintain,  buy,  sell,  deal  in  and  with,  own, 
lease,  pledge  and  otherwise  dispose  of  ships,  vessels  and  boats  of  every 
nature  and  kind  whatsoever,  together  with  all  materials,  articles,  tools, 
machinery  and  appliances  entering  into,  or  suitable  and  convenient  for 
the  construction  or  equipment  thereof,  and  together  with  engines,  boilers, 
machinery  and  appurtenances  of  all  kinds,  and  tackle  apparel,  and  furni- 
ture of  all  kinds. 

Form  819. 
SHIP  BUILDING  AND  DOCKS. 

To  build,  fit  out  and  repair,  and  lend  money  upon  ships  and  vessels  of 
every  description.  To  construct  and  repair  steam  engines,  boilers,  and 
machinery.  To  construct  and  maintain  for  the  use  of  the  company,  or 
for  letting  out  on  hire,  graving  and  other  docks,  and  other  conveniences 
for  the  building,  repairing,  or  docking  of  ships  and  other  vessels,  and 
to  aid  in  or  contribute  to  the  construction  of  any  such  works.  To  buy 
or  otherwise  acquire  ships  and  vessels,  complete  or  not  complefe,  sound 
or  out  of  repair,  for  the  purpose  of  improving,  reselling^  letting  out  to 
hire,  or  otherwise  making  a  profit  out  of  the  same. 

Form  820. 
SHIP  COMPANY. 

(1)     To    purchase    or    otherwise    acquire    the     ship 

" "    together    with    all    requisite    equipment    for    the    same. 

(2)  In  the  event  of  the  loss  or  sale  of  the  said  vessel  or  any  substituted 
vessel,  to  build,  purchase,  contract  for,  or  otherwise  acquire  from  time 
to  time  one  or  more  other  vessels  or  shares  therein,  but  so  that  the  Com- 
pany shall  not  work,  trade  with,  or  carry  on  the  business  of  a  ship- 
owner, with  more  than  one  vessel  at  one  time,  and  in  any  such  case  the 
objects  herein  mentioned  shall  apply  to  any  vessel  from  time  to  time  so 
purchased  or  acquired.  (3)  To  charter,  hire,  equip,  load  on  commission, 
or  otherwise  use,  repair,  let  out  on  hire,  and  trade  with  the  said  vessel  or 
substituted  vessel.  (4)  To  purchase  goods,  produce,  cattle  and  other  live 
gtock,  and  any  other  merchandise  whatsoever,  for  the  purpose  of  freight- 
ing the  said  vessel  or  substituted  vessel,  and  to  dispose  of  the  same  by 
sale  or  otherwise.  (5)  To  carry  on  the  business  of  a  shipowner  in  all 
its  branches  with  respect  to  the  said  vessel  or  substituted  vessel  only. 
(6)    To   employ  as  ship's  husband  and  managing  agent   of   and  for  the 


SPECIFIC  OBJECT  CLAUSES.  509 

said  vessel  or  substituted  vessel  any  {)er8on,  firm,  or  company,  whether 
limited,  or  not,  and  that  although  he  or  they  may  not  be  entitled  to  any 
share  or  interest  in  the  vessel  in  (luestion,  or  in  the  Company.  (7)  To 
insure  all  or  any  part  of  the  Company's  property  present  or  prospective, 
either  fully  or  partially,  and  either  on  the  mutual  i>rinciple  or  otherwise, 
or  to  abstain  from  insuring,  or  to  accept  and  incur  the  marine  insurance 
risk  on  the  same  as  underwriters.  (8)  To  subscribe  to,  or  become  a 
member  of,  or  co-operate  with  any  other  association  or  company,  whether 
limited  or  not,  having  for  its  object,  or  one  of  its  objects,  the  benefit, 
assistance,  or  protection  of  ship-owners,  or  otherwise  calculated  to  benefit 
the  Company  directly  or  indirectly,  and  to  insure  any  of  the  Company's 
property  or  prospective'  property  wholly  or  partially  on  the  Inutual  prin- 
ciple, and  to  undertake  liabilities,  and  to  give  guarantees  or  indemnities 
as  members  of,  or  subscribers  to,  any  such  association  or  company. 
(9)  To  subscribe  to  any  association,  institution,  or  company  calculated 
to  benefit  the  Company,  or  persons  employed  by  the  Company,  or  per- 
sons having  dealings  with  the  Company. 

Form  821. 
SHIPPING. 

That  the  objects  foiv  which  this  company  is  formed  are  the  transporta- 
tion for  hire  of  passengers  and  mails,  goods,  wares,  merchandise,  animals 
and  other  property  and  materials  of  all  kinds  and  nature  whatsoever,  to, 
from  and  between  the  various  cities,  towns  and  ports  of  the  world,  by 
means  of  steam  or  sailing  vessels;  the  purchase,  owning,  chartering  and 
om|)loyment  of  steam  and  other  vessels,  and  the  purchase,  owning  and 
holding  of  shares  or  portions  of  such  steam  or  other  vessels,  and  of  the 
stock,  bonds  and  other  securities  of  corporations  of  this  and  other  states 
and  countries;  to  purchase,  lease,  acquire  and  hold  such  real  estate,  build- 
ings, warehouses,  wharves,  piers  and  easements  situate  either  in  the  United 
States  or  abroad,  as  may  be  advantageous  for  carrying  on  its  business;  to 
acquire,  hold  and  employ  such  lighters,  steam  tugs  and  shares  of  incor- 
porated companies  owning  the  same  as  may  be  necessary  in  the  said  busi- 
ness, in  the  ports  of  the  United  States  and  in  foreign  ports;  to  issue  bonds 
or  other  evidences  of  indebtedness;  to  mortgage  the  corporate  franchises, 
the  real  and  personal  property  of  the  company,  the  vessels  and  steamships 
owned  by  it,  the  incomes  and  profits  accruing  to  it,  and  the  stock,  bonds 
and  other  securities  of  other  corporations  or  companies  owned  by  it,  to 
secure  the  payment  of  any  or  all  of  its  bonds  or  other  evidences  of  in- 
debtedness, in  whole  or  in  part,  by  such  mortgage  or  mortgages,  and  to 
sell  and  dispose  of  any  property,  real  or  personal,  acquired  by  the  said 
comi)any.  The  portion  of  the  business  of  the  company  which  is  to  be 
carried  on  out  of  this  state  is  the  transaction  of  a  general  transporta- 
tion business,  in  the  carrying  for  hire  of  passengers  and  mails,  goods, 
wares,  merchandise,  animals  and  other  property  and  materials  of  all  kinds 
and  nature  whatsoever,  upon  steamships  and  other  vessels  to,  from  and 
between  the  various  ports  of  the  world,  particularly  between  the  ports  of 
New  York  and  Philadelphia  and  the  ports  of  Southampton,  Liverpool, 
Antwerp  and  other  ports  of  Europe,  and  the  procuring  of  contracts  for, 
and  the  making  of  contracts  for  the  employment  and  freighting  of  the 


510   CORPORATION  FORMS  AND  PRECEDENTS. 

same,  and  to  carry  on  all  tlie  business,  and  to  possess  and  exercise  any  and 
all  of  the  rights,  powers  and  privileges  above  specified. 

(From  the  charter  of  the  International  Mercantile  Marine  Company,  a 
New  Jersey  Corporation.) 

Form  822. 
SHIPPING. 

(1)  To  purchase,  take  in  exchange,  or  otherwise  acquire  and  hold 
ships  and  vessels,  or  any  shares  or  interests  in  ships  or  vessels,  and  also 
shares,  stocks,  and  securities  of  any  companies  possessed  of,  or  inter- 
ested in,  any  ships  or  vessels,  and  to  maintain,  repair,  improve,  alter,  sell, 
exchange,  or  let  out  to  hire  or  charter,  or  otherwise  deal  with  and  dis- 
pose of  any  ships,  vessels,  or  shares,  or  securities  as  aforesaid.  (2)  To 
carry  on  all  or  any  of  the  business  of  shipowners,  shipbrokers,  insurance 
brokers,  managers  of  shipping  property,  freight  contractors,  carriers  by 
land  and  sea,  barge  owners,  lightermen,  forwarding  agents,  ice  merchants, 
refrigerating  storekeepers,  warehousemen,  wharfingers,  and  general  trad- 
ers. (3)  To  insure  with  any  other  company  or  person  against  losses, 
damages,  risks,  and  liabilities  of  all  kinds  which  may  affect  this  Com- 
pany, and  also  to  carry  on  the  business  of  marine  insurance  and  marme 
accidental  insurance  in  all  its  respective  branches,  and  to  effect  re-insurance 
and  counter-insurance. 

Form  823. 
SHOE  MANUFACTURING  SUPPLIES. 

To  manufacture,  buy  and  sell  supplies  of  every  kind  used  in  the 
business  of  manufacturing  shoes  and  other  articles  of  leather  and  cotton. 

Form  824.  • 

SHOES. 

To  own  and  sell  rights  and  interests  under  letters  patent  of  the  United 
States  in  devices  and  inventions  for  the  manufacture  of  shoes,  sewing 
and  stitching,  and  to  build  buildings,  manufactories,  equip  and  manu- 
facture such  devices  as  pertain  to  the  manufacture  of  shoes,  boots,  or  other 
appliances  manufactured  from  leather;  also  to  buy,  sell  and  deal  in  such 
real  and  personal  property  as  may  be  necessary  for  the  prosecution  of  the 
said  business,  and  more  especially  to  deal  in  the  manufacture  of  machines 
for  sewing  boots,  shoes,  etc. 

Form  825, 
SLATE. 

To  purchase,  ]ease  and  operate  quarries  of  slate,  mine,  manufacture  and 
sell  and  otherwise  dispose  of  such  things  as  may  be  incident  to  or  con- 
ducive to  the  best  interests  of  the  corporation  in  carrying  on  the  business 
above  named,  not  inconsistent  with  the  laws  of  the  state. 


.SPK('II<M('  OIUI'X'T  T'LAUSES.  511 

Form  826. 
SMELTING. 

To  smelt,  refine,  assay  and  niamilactnre  copper,  lead,  sjtelter,  antimony, 
and  the  mixtures  of  said  metals  and  any  or  all  metals,  and  to  sell  the 
same. 

Form  827. 
SMELTING  AND  REFINING. 

To  mine,  smelt  and  refine  f^old,  silver,  eo{)j)cr  ami  other  metals,  and 
to  buy  and  sell  genei'al  merchandise  incident  thereto. 

Form  828. 
SMOKELESS  POWDER. 

To  manufacture  hiirh  explosives,  smokeless  powder,  gun  powder,  and 
improved  gun  powder  upon  the  process  of  manufacturing  the  same  invented 

and   discovered   by    ;    to   secure   by   purchase   or   otherwise   any 

other  process  for  the  manufacture  of  high  explosives,  smokeless  powder, 
gun  powder  and  improved  gun  powder  that  the  said  company  may  be 
able  to  obtain;  to  sell  high  explosives,  smokeless  powder,  gun  powder, 
and  improved  gun  powder  manufactured  by  said  company  and  other 
varieties  of  explosive  substances  such  as  detonators,  fulminates,  and  elec- 
trical   fuses    manufactured   by    said    company    under   the    process    of    said 

or  otherwise;   to  sell  and  dispose  of  the  right  to  manufacture 

and  sell  the  high  explosives,  smokeless  jiowder,  gun  powder,  and  imj)roved 
gun   powder   that   may   be   manufactured   under   the   process    invented   and 

discovered  by  the  said when  the  said  process  shall  be  protected 

by  lettcMs  patent   issued  to  said    either  in  the  United  States 

or   elsewhere. 

Form  829. 
SNOW-PLOWS. 

To  manufacture,  or  procure,  or  cause  to  be  manufactured  for  sale, 
or  lease,  or  other  proper  use  on  steam  and  street  railways,  steam  snow 
excavators,  shovels  and  plows,  and  for  such  other  purposes  as  may  be  inci- 
dental to  the  manufacture  and  sale  or  other  projjer  use  thereof;  to  license 
or  sub-license,  individuals,  firms  or  corporations  other  than  that  hereby 
created;  to  manufacture,  or  cause,  or  procure  to  be  manufactured,  steam 
snow  excavators,  plows  or  shovels  to  be  used  on  steam  or  street  railways, 
containing  inventions  which  are  or  may  be  embodied  in  any  letters  patent 
of  the  United  States  which  may  be  owned  or  controlled  by  the  corporation 
hereby  created,  upon  payment  of  royalties  or  upon  such  other  terms,  con- 
ditions and  arrangements  as  to  the  board  of  directors  or  stockholders  of 
the   corporation    hereby   created   shall   seem  proper. 


512      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  830. 
SOAP. 

To  comliK-t  the  business  of  manufacturing,  buying,  selling  and  dealing 
at  wholesale  and  retail  in  all  kinds  of  toilet  articles,  soaps,  perfumes, 
proprietary  remedies,  flavoring  extracts,  grocers'  specialties,  and  importers 
and  dealers  in  essential  oils  and  perfumers'  supplies.  To  manufacture  and 
sell  liquid  soap,  soap  holders,  toilet  supplies  and  articles. 

Form  831. 
SOAP. 

(1)  To  carry  on  the  business  of  soap  manufacturers  and  dealers. 
(2)  To  buy,  sell,  manufacture,  refine,  prepare  and  deal  in  all  kinds  of 
oils  and  oleaginous  and  saponaceous  substances,  and  all  kinds  of  unguents 
and  ingredients.  (3)  To  carry  on  business  as  pharmaceutical,  manu- 
facturing and  general  chemists  and  druggists,  and  manufacturers  of,  and 
dealers  in  all  kinds  of  toilet  requisites,  and  manufacturers  of  all  kinds 
of  boxes  and  cases  of  cardboard,  wood,  metal  or  otherwise,  and  printers, 
color  printers,  publishers,  stationers,  candle  makers  and  manufacturers 
of    perfumes. 

Form  832. 
SOAP. 

To  manufacture  and  sell  crude  and  refined  glycerine,  soaps,  candles, 
stearines,  red  oil,  perfumes  and  toilet  preparations;  to  refine  cottonseed  and 
other  oils  and  fats  and  render  the  same;  to  handle  and  produce  all  by- 
products thereof  and  to  manufacture  cleaners  and  renovators. 

Form  833. 
SOAP. 

To  manufacture,  buy,  sell  and  deal  in  soaps,  oils,  fats,  chemicals  and 
all  other  materials  necessary  or  useful  in  the  making  of  soaps.  To 
manufacture  and  sell,  both  at  wholesale  and  retail,  ironing  compounds, 
washing  powders,  soaps,  polishes  and  cleansing  substances,  as  well  as 
a  special  compound  or  preparation  for  putting  a  gloss  and  finish  on  starched 
articles,   and    other   grocery   specialties. 

Form  834. 
SODA  WATER  APPARATUS. 

To  manufacture  soda  water  apparatus  and  fixtures  and  other  similar 
fixtures  and  articles  from  iron  or  steel  or  other  metals,  marble  or  other 
stone,  or  wood,  and  both  or  all  of  thera. 


iJ0^' 


SPECIFIC  OBJECT  CLAUSES.  513 

Form  835. 
SPORTING  GOODS. 

To  manufacture  and  sell  sporting  goods  and  aiiidiancos,  fishing  tackle 
and  novelties. 

Form  836. 
STAMPS. 

To  engage  in  the  business  of  buying  and  selling  engravings,  auto- 
graphs, postage  and  revenue  stamps,  coins,  albums,  lantern  slides,  curios, 
precious  stones,  antiques  and  similar  articles. 

Form  837. 
STARCH. 

To  manufacture  starch,  liquid  glue,  feed,  bran,  and  other  products  from 
wheat,  to  erect,  purchase,  equip  and  use  manufactories  for  the  same,  to 
purchase,  own,  use,  sell,  and  lease  jiatent  rights  for  the  same,  to  purchase, 
own,  equip  and  run  establishments  and  stores  for  the  sale  thereof,  and  for  all 
other  purposes   incidental   or   appertaining  thereto. 

Form  838. 
STATIONERY. 

To  carry  on  the  business  of  stationers,  printers,  lithographers,  stereo- 
typers,  electrotypers,  photographic  printers,  photo-lithographers,  engravers, 
die  sinkers,  envelope  manufacturers,  bookbinders,  account  book  manu- 
facturers, machine  rulers,  numerical  printers,  paper  makers,  paper  bag 
and  account  book  makers,  box  makers,  card  board  manufacturers,  rail- 
way ticket  manufacturers,  dealers  in  parchment,  dealers  in  stamps,  adver- 
tising agents,  designers,  draughtsmen,  ink  manufacturers,  booksellers,  pub- 
lishers, paper  manufacturers,  and  dealers  in  the  materials  used  in  the 
manufacture  of  paper,  engineers,  cabinet  makers,  and  dealers  in  or  manu- 
facturers of  any  other  articles  or  things  of  a  character  similar  or  analogous 
to  the  foregoing  or   any  of  them,  or  connected  therewith. 

Form  839. 
STATIONERY. 

To  manufacture,  deal  in  and  sell  both  at  wholesale  and  retail,  blank 
books  and  stationery,  paper  novelties  and  paper  boxes,  including  print- 
ing, engraving  and  lithographing  necessarily  incident  thereto,  and  to  con- 
duct a  general  printing  and  publishing  business. 

Form  840. 
STEAMBOAT  COMPANY. 

To  own,  build,  buy,  sell,  hire  and  navigate  steamboats,  barges  and  wharf- 
boats,  to  carry  passengers  and  freight,  to  tow  tlats  and  other  water  craft, 


514   CORPORATION  FORMS  AND  PRECEDENTS. 

and  to  do  all  other  business  properly  connected  with  a  general  transporta- 
tion company  on  the  waters  of  the  western  rivers. 

Form  841. 
STEAMSHIP  COMPANY, 

To  own  and  control  and  acquire,  by  lease,  purchase,  construction,  or 
otherwise,  steamships,  barges,  and  vessels  of  all  kinds  or  interests  therein, 
and  to  operate  the  same,  either  on  the  Great  Lakes  of  the  United  States 
and  all  navigable  rivers  and  waters  connected  therewith,  or  both,  for  a 
transportation  line  for  passengers  and  freight  of  all  kinds,  with  power 
also  to  purchase,  build,  construct,  repair,  lease,  sell,  convey,  and  operate 
vessels  of  all  kinds,  and  all  machinery,  appliances,  and  apparatus  inci- 
dentally necessary  or  convenient  thereto,  or  in  any  way  connected  there- 
with; with  power  also  to  do  a  towing  business,  and  also  to  purchase,  own, 
lease,  construct,  control  and  operate  docks,  warehouses,  dry  docks,  and 
dock  machinery,  appliances  and  apparatus  of  all  kinds;  and  with  the 
power  also  to  do  a  general  ship-building,  stevedore,  dockage,  warehouse 
and  commission  business,  with  power  for  any  or  all  of  the  above  purposes 
to  borrow  money  and  to  issue  from  time  to  time  to  any  extent  necessary 
or  convenient  in  the  judgment  of  the  board  of  directors  of  said  com- 
pany, the  negotiable,  coupon,  registered,  or  other  bonds  or  obligations 
of  the  company;  and  to  secure  the  payment  of  the  principal  and  interest 
of  the  same  by  mortgaging  or  pledging  all  or  any  part  of  the  prop- 
erty, rights,  franchises  and  privileges  of  the  company  then  owned  or 
which  may  be  thereafter  acquired  by  said  Company;  and  also  with  full 
power  to  do  all  things  proper,  necessary,  convenient  or  incidental  to  the 
powers    and   purposes    above   expressed. 

Form  842. 
STEAM  SPECIALTIES. 

To  manufacture  and  sell  lubricators,  oil  pumps,  valves,  whistles,  gauges, 
machine  attachments  and  other  steam  and  gas  engine  specialties,  includ- 
ing steam,   water,   and   gas,   metallic   and   fibrous   packings. 

Form  843. 
STEEL  AND  IRON. 

To  manufacture  iron,  steel,  manganese,  coke,  copper,  lumber,  and  other 
materials,  and  all  or  any  articles  consisting,  or'  partly  consisting,  of  iron, 
steel,  copper,  wood,  or  other  materials,  and  all  or  any  products  thereof. 
To  acquire,  own,  lease,  occupy,  use,  or  develop  any  lands  containing  coal 
or  iron,  manganese,  stone,  or  other  ores,  or  oil,  and  any  wood  lands, 
or  other  lands  for  any  purposes  of  the  Company.  To  mine,  or  otherwise  to 
extract  or  remove  coal,  ores,  stone  and  other  minerals  and  timber  from 
any  lands  owned,  acquired,  leased,  or  occiijjied  by  the  Company,  or  from 
any  other  lands.  To  buy  arid  sell,  or  otherwise  "to  deal  or  to  traffic  in  iron, 
steel,  manganese,  copper,  stone,  ores,  coal,  coke,  wood,  lumber,  and  other 
materials,    and    any    of    the    products    thereof,    and    any    articles    consist- 


SPECIFIC  OBJECT  CLAUSES.  olu 

ing    or    partly    consisting    thereof.       (Taken    from    charter    of    U.    S.    Steel 
Corporation.) 

Form  844. 
STOCK  BREEDING. 

To  buy,  own,  and  sell  and  use  lor  bri-fding  purposes,  horses,  cattle, 
sheep,  hogs  and  other  stock,  and  purchase,  hold,  use  and  sell  such  real 
estate  as  may  be  necessary  for  the  purpose  of  carrying  into  effect  the 
objects  above  mentioned. 

Form  845. 
STOCK  CARS. 

Tj  manufacture,  buy,  sell,  rent  and  lease  railway  stock  cars  and  other 
cars  and  railway  supidies;  to  purchase,  sell,  assign,  take  out,  hold,  rent, 
lease,  use,  license  to  use,  or  otherwise  acquire  or  disjiose  of  any  patent 
or  patent  right,  improvement,  device,  or  appliance  pertaining  to  the  manu- 
facture, use  and  operation  of  cars,  and  of  any  device  or  appliance  con- 
nected therewith;  and  also  to  sell,  lease  or  otherwise  dispose  of  rights 
to  manufacture,  sell  and  otherwise  dispose  of  such  cars  and  any  other 
device,  appliance  or  thing  covered  aud  protected  by  any  patent  or  patent 
right. 

Form  846. 
STORAGE. 

To  acquire,  maintain,  and  keep  storage  -warehouses  for  the  deposit 
and  storage  of  goods,  wares,  merchandise  and  articles  of  all  kinds  and 
descriptions,    and   to    conduct    all   business   pertaining   thereto. 

Form  847. 
STORAGE. 

To  maintain  and  keep  storage  warehouses  for  the  storage  and  de- 
posit of  goods  and  merchandise  of  all  kinds  and  descriptions,  and  con- 
duct all  business  appertaining  thereto,  including  the  making  of  advances 
on  goods  stored  and  deposited  with  it,  and  to  have  and  receive  all  the 
rights  and  emoluments  thereto  belonging. 

Form  848. 
STORAGE  AND  WAREHOUSE. 

To  store  railroad  equipment  of  all  kinds  and  descrii)tions,  and  all  appur- 
tenances to  railroads,  and  all  goods  or  merchandise  relating  to  railroads 
or  railroad  equipment;  to  do  any  and  all  repairs  to  the  railroad  equip- 
ment or  other  articles  so  left  stored  with  or  owned  by  said  corporation, 
as  may  be  contracted  for  by  the  owners  of  such  railroad  equipment,  or  ^s 
said  corporation  may  itself  see  fit  to  make  on  such  property  as  it  may 
own  or  control;  to  lease,  own,  construct,  maintain,  use  and  operate  such 
warehouses,  sheds   or   other   structures,   machinery   and   appliances,   as  may 


516      CORPORATION  FORMS  AND  PRECEDENTS. 

be  necessary  for  carrying  out  the  above  mentioned  operations;  to  'own 
or  lease  and  use  such  real  estate  as  may  be  necessary  for  the  above 
mentioned  operations;  to  purchase  railroad  stock  and  equipment  of  all 
kinds  and  any  articles  pertaming  to  railroad  equipment,  for  others 
on  commission  or  otherwise,  or  to  be  held,  used  or  sold,  by  such  cor- 
poration as  it  may  see  fit;  to  issue  storage  receipts,  negotiable  or 
otherwise,  for  such  property  stored  with  such  corporation,  advanc- 
ing money  for  itself  or  on  behalf  of  others,  on  any  such  railroad 
equipment  or  merchandise,  and  issuing  bonds  on  the  real  and  personal 
property  owned  by  it,  and  selling  such  bonds  for  it  or  for  others,  and  to 
do  whatever  may  be  necessary  to  the  carrying  out  of  the  purposes  above 
mentioned. 

Form  849. 
STOVES. 

To  carry  on  the  trade  or  business  of  manufacturing  and  selling  gas 
stoves  and  other  stoves  of  every  description,  burners,  ranges,  water  heaters, 
burners  of  every  kind  for  lighting  and  heating,  gas,  water  and  steam  con- 
trollers, all  kinds  of  water,  gas  and  steam  appliances,  and  all  kinds  of 
sanitary  and  plumbing  supplies. 

Form  850. 
STOVEBOARD. 

To  manufacture,  buy,  sell  and  deal  in,  stoveboards,  and  other  goods, 
wares,  and  merchandise  consisting  wholly  or  in  part  of  metal;  to  pur- 
chase, own  and  sell  inventions  and  letters  patent  for  stoveboards  or  im- 
provements thereof  or  of  the  method  of  making  the  same,  and  for  such 
other  goods  and  products  as  may  be  manufactured  or  dealt  in  by  the 
company;  and  to  grant  rights  or  licenses  under  such  letters  patent,  inven- 
tions or  improvements;  also  to  buy  and  sell  real  estate  whereon  to  erect 
buildings  and  machinery  for  the  purposes  above  stated;  also  to  issue 
bonds  secured  by  mortgage  or  mortgages  upon  the  property  and  machinery 
of  the  company  and  to  sell  the  same  for  the  purposes  hereinbefore  men- 
tioned; and  also  to  do  all  acts  and  things  for  the  carrying  on  of  such 
business. 

Form  851. 
STREET  RAILWAY. 

To  construct,  maintain  and  operate  a  street  railway  in  the  city  of 
over  any  or  all  the  streets  and  ways  thereof  for  carrying  pas- 
sengers, freight  or  express  matter,  and  to  charge  therefor  fares,  or  freight- 
age or  expressage;  to  own  real  estate  and  lease  or  buy  or  sell  the  same  for 
the  purpose  of  operating,  owning,  building,  constructing  and  operating 
said  railway;  to  buy  and  own  rights  of  way,  and  to  build  said  street 
railway  over  the  same;  to  own  street  ears  and  freight  cars,  with  all 
necessary  equipment,  power-houses,  dynamos,  storage  batteries,  boxes,  poles 
and  all  other  machinery  and  appliances  necessary  to  run,  operate,  and 
maintain   said   street   railway;    to   run   said  street   railway  with  electricity 


SPECIFIC  OBJECT  CLAUSES.  517 

cables,  steam,  horse  or  other  motive  or  traction  power;  to  buy,  own  and 
sell  said  power  for  said  purposes;  to  build,  construct,  equip  and  maintain 
switches,  turn-outs,  turntables,  buildings  and  any  other  apparatus  and 
appliances  for  the  construction,  maintenance  and  operation  of  said  street 
railway  that  are  convenient  or  practicable  or  that  are  ordinarily  used  in 
operating  a  street  railway. 

Form  852. 

SUGAR. 

To  purchase,  manufacture,  produce,  refine,  prepare,  import,  export, 
sell  and  generally  to  deal  in  sugar,  sugar  beets,  sugar  cane,  molasses,  syrups 
and  niclada  and  all  products  or  by-products  thereof,  and  food  products 
generally  and  in  connection  therewith  to  acquire,  construct  and  operate 
sugar  or  other  refineries,  buildings,  mills,  factories,  distilleries  and  other 
works.  To  plant,  cultivate,  produce  and  raise  sugar  cane,  maize,  sugar 
beets  and  other  crops,  and  to  transact  such  other  work  or  business  as 
may  be  proper  or  necessary  in  connection  with  the  above  objects  or  any 
of  them. 

Form  853. 
SULPHUR. 

To  mine  sulphur,  salt,  petroleum,  gypsum  and  other  minerals  and  to 
manufacture  and  deal  in  them  and  their  products;  to  buy  land  and  to 
erect  thereon  buildings  and  machinery  for  the  carrying  out  of  the  objects 
of  the  company;  to  work  mines  and  manufacture  mineral  products;  to 
issue  bonds  secured  by  a  mortgage  or  mortgages  upon  the  property  and 
franchises  of  the  said  company,  and  to  sell  the  same  for  the  purpose  of 
raising  money  with  which  to  carry  on  the  business  of  the  company. 

Form  854. 
TACKS. 

To  manufacture  and  deal  in  tacks,  brads,  nails  and  other  articles  made 
from  iron,  steel,  brass,  copper,  zinc,  tin  and  other  metals,  and  in  any 
and  all  their  different  branches  and  forms,  and  to  buy,  sell,  and  exchange 
merchandise  generally,  and  to  do  any  other  business  which  may  be  by 
said  corporation  deemed  necessary  or  advantageous  in  carrying  out  the 
purposes  of  its  organization  as  hereinabove  set  forth. 

Form  855. 
TANNERIES. 

To  manufacture  and  tan  leather  and  sell  the  product  of  its  manu- 
facture. 

Form  856. 
TEA,  COFFEE  AND  COCOA  DEALERS. 

To  carry  on  the  business  of  manufacturers  of  and  dealers  in  all  kinds 
of    tea,    coffee,    cocoa,    and    other    food-beverages    and    preparations.      To 


518   CORPORATION  FORMS  AND  PRECEDENTS. 

plant,  grow,  import,  manufacture,  blend,  and  in  any  way  deal  in  tea, 
coffee,  and  cocoa,  and  other  Eastern  and  colonial  products,  and  to  carry 
on  business  as  planters  and  merchants,  both  wholesale  and  retail,  sugar 
merchants,  sweetmeat  merchants,  refreshment-room  proprietors,  refresh- 
ment contractors,  farmers,  dairymen,  fruiterers,  grocers,  timber  mer- 
chants, and  as  lead-rollers,  printers,  tobacconists,  brokers,  importers  and 
dealers  in  foreign  and  colonial  produce  and  wares  of  all  kinds,  commis- 
sion agents,  shipowners,  ship  builders,  charterers  of  vessels,  dock  own- 
ers, warehousemen,  and  wharfingers,  and  to  deal  in  articles  of  all  kinds 
commonly  dealt  in  by  persons  carrying  on  any  of  the  businesses  afore- 
said. 

Form  857. 
TELEGRAPH. 

To  construct,  equip,  maintain,  operate,  lease  and  sell  telegraph  and 
telephone  lines;  to  manufacture,  purchase,  operate,  license,  lease  and  sell 
patented  and  other  telegraph  instruments,  and  to  purchase,  own,  and  sell 
inventions  or  letters  patent  for  such  instruments  or  improvements  thereof; 
to  manufacture,  purchase,  operate,  lease  and  sell  all  kinds  of  inventions, 
whether  patented  or  not,  in  any  manner  related  to  or  to  be  used  in  con- 
nection with  such  telegraph  instruments;  to  grant  rights  or  licenses  under 
such  letters  patent,  inventions  and  improvements;  to  buy  and  sell  real 
estate  alone;  to  erect  buildings  and  machinery  for  the  purposes  above 
stated;  also  to  issue  bonds  secured  by  mortgage  or  mortgages  upon  the 
property  and  machinery  of  said  company,  and  to  secure  the  same  for  the 
purposes  hereinbefore  mentioned;  and  to  do  any  and  all  other  acts  and 
things  necessary  for  the  carrying  on  of  such  business. 

Form  858. 
TELEGRAPHONE. 

To  manufacture  and  erect  and  operate  and  deal  in  by  selling  or  leasing 
an  electrical  mechanical  device,  patented  under  the  name  of  telegraphone 
and  to  dispose  of  rights  or  privileges  to  manufacture,  erect,  and  operate 
said  devices  to  other  persons,  companies  or  corporations,  and  further 
to  purchase  or  lease  and  hold  lands  for  the  necessary  uses,  and  to  do 
and  perform  all  other  acts  and  things  necessary  and  proper  for  carry- 
ing on  the  business  of  manufacturing,  erecting  and  operating,  and  dealing 
in   and  prosecuting  the  business  as  aforesaid. 

Form  859. 
TELEPHONE. 

(1)  To  carry  on  the  business  of  a  telephone,  telegraph,  and  electric 
light,  heat,  and  power  supply  company,  and  in  particular  to  establish, 
work,  manage,  control,  and  regulate  telephone  exchanges  and  works  for 
the  supply  of  electric  light,  heat,  and  motive  power  and  to  transmit  and 
facilitate  the  transmission  of  telephonic  and  telegraphic  communications 
and  messages,  and  to  undertake  the  lighting  of  towns,  streets,  buildings, 
and  other  places,  and  the  supply  of  electric  beat,  and  motive  power  for 


SPECIFJC  OJiJECT  C1.ALSK5.  519 

I)ublic  or  private  purposes.  (2)  To  carry  on  any  business  connected 
directly  or  indirectly  with  the  supply  or  emjiloyment  of  electricity,  or 
capable  of  being  conveniently  carried  on  in  connection  with  any  of  these 
objects  or  calculated,  directly  or  indirectly,  to  render  profitable  any  of 
the  property  or  rights  of  the  Company.  (3)  To  construct,  maintain,  lay 
down,  carry  out,  work,  sell,  let  on  hire,  and  deal  in  telephones  and  all  kinds 
of  works,  machinery,  apparatus,  conveniences,  and  things  capable  of 
being  used  in  connection  with  any  of  these  objects,  and  in  particular  any 
cables,  wires,  lines,  stations,  exchanges,  reservoirs,  accumulators,  lamps, 
meters  and  engines. 

Form  860. 
TERRA  COTTA. 

To  manufacture  and  sell  terra  cotta  and  kindred  products  of  clay. 

Form  861. 
TEXTILES. 

To  spin,  weave,  manufacture,  sell  and  generally  deal  in  woolen  and 
cotton  cloths  and  fabrics  of  all  kinds,  and  to  so  dye,  coat,  waterproof 
or  otherwise  treat  and  finish  such  manufactured  articles  as  to  best 
adapt  them  to  wearing  apparel,  and  to  other  useful  or  ornamental  pur- 
poses. 

Form  862. 
TEXTILES. 

To  manufacture,  sell  and  deal  in  woolen,  worsted,  cotton,  silk-knit 
and  jute  goods,  yarns  and  fabrics  and  admixtures  and  by-products  thereof, 
and  other  materials  of  a  similar  character. 

Form  863. 
TEXTILES. 

To  purchase  raw  material  for  the  manufacture  of  cotton,  wool  and 
silk  into  fabrics,  with  combinations  thereof;  and  the  sale  of  the  same 
when  so  manufactured;  to  manufacture,  buy  and  sell  worsted,  woolen, 
cotton  and  other  textile  fabrics. 

Form  864. 
TEXTILES. 

To  manufacture  carpet  yarns,  carpets  and  similar  fabrics  made  from 
wool  and  other  fibres;  to  manufacture,  buy,  sell  and  deal  in  cotton  and 
woolen  fabrics  of  any  and  all  kinds  for  men's  and  women's  wear. 

Form  865. 
THEATRICAL. 

To  erect,  equip,  rent,  lease,  operate  and  manage  public  halls,  opera 
houses,   theatres  and   places   of   amusement,   and   to   produce,   exhibit    and 


520       CORPORATION  FORMS  AND  PRECEDENTS. 

exploit  therein  attractions  of  dramatic,  operatic,  musical  and  intellectual 
kind  and  nature,  and  to  carry  on  the  business  of  theatrical  proprietors  and 
caterers  for  and  to  public  entertainment  and  amusement. 

Form  866. 
THEATRICAL. 

To  conduct  theatrical  enterprises,  manage  and  operate  theatres  and 
play  houses,  and  produce  plays,  acts  and  other  entertainments  in  public 
places  of  amusement. 

Form  867. 
THEATRICAL. 

To  establish,  maintain,  operate,  manage  and  control  a  theatre  or 
theatres,  a  place  or  places  of  amusement,  and  produce,  exhibit,  preserve 
and  exploit  therein  attractions  of  various  kinds  and  natures,  including 
dramatic,  operatic  and  musical  performances,  vaudeville,  moving  pictures, 
intellectual  and  instructive  entertainments  and  to  cater  to  public  diversion 
by  and  through  theatrical  exhibition  or  other  amusement  device. 

Form  868. 
THREAD. 

To  manufacture,  convert,  sell  and  deal  in  yarns,  threads,  waste  and 
spun  fabrics  of  all  kinds. 

Form  869. 
TILE. 

To  manufacture,  make,  lay,  buy  and  sell  tiles,  mantels,  marbles,  mo- 
saics, fire-places,  bronzes  and  other  articles,  products  and  incidentals  per- 
taining to  the  same. 

Form  870. 
TIMBER-LAND  AND  LUMBER  COMPANY. 

To  do  a  timber-land  and  general  lumber  business  in  all  of  the  branches 
thereof;  to  purchase,  lease,  option,  locate,  or  otherwise  acquire,  own,  ex- 
change, sell  or  otherwise  dispose  of,  pledge,  mortgage,  hypothecate  and 
deal  in  lands,  timber  lands,  real  estate,  water  and  water  rights,  and  to 
work,  explore,  operate  and  develop  the  same;  to  erect,  build,  repair,  main- 
tain, purchase  or  otherwise  acquire,  own,  exchange,  sell  or  otherwise  dis- 
pose of,  saw  mills,  saw  mill  sites,  to  control,  maintain  and  dispose  of  the 
same  or  any  rights  therein  or  thereunder,  and  to  manufacture,  own,  sell 
and  otherwise  dispose  of  all  lumber,  lumber  products,  logs  and  timber  of  all 
and  every  description ;  to  acquire  and  deal  with  water  and  water  rights ; 
to  locate,  enter  upon,  pre-empt  or  otherwise  acquire  in  any  lawful  manner 
any  of  the  public  domain  of  the  United  States  or  any  foreign  country; 
to   own,  handle   and  control  letters  patent   and  inventions  and  shares  of 


SPECIFIC  OBJECT  CLAUSES.  521 

its  own  capital  stock  and  that  of  otlier  corporations,  and  to  vote  any 
stock  owned  by  it  the  same  a.s  a  natural  person  might  do;  to  issue  bonds, 
notes,  debentures  and  other  evidences  of  indebtedness  and  secure  the 
payment  of  the  same  by  mortgage,  deed  of  trust,  or  otherwise;  to  act 
as  agent,  trustee,  broker,  or  in  any  other  fiduciary  capacity,  and  to  bor 
row  and  loan  money;  and  in  general  to  do  and  perform  such  acts  and 
things  and  transact  such  business,  not  inconsistent  with  law,  in  any  part  of 
the  world  as  the  Board  of  Directors  may  deem  to  the  advantage  of  the 
corporation. 

Form  871. 
TIME  STAMPS. 

To  manufacture,  deal  in,  buy,  sell,  lease  or  rent  time  stamps,  dating 
stamps,  watchman's  time  detectors  and  similar  mechanism,  to  purchase 
and  sell  patent  and  other  rights  to  the  same,  and  to  do  whatever  may  be 
necessary  to  the  i)roper  conduct  of  its  business. 

Form  872. 
TIRE  CHAINS. 

To  manufacture  and  sell  chains  to  be  used  on  pneumatic  and  solid  tires 
of  automobiles  and  other  vehicles  to  prevent  side-sliding  or  skidding,  and 
kindred  devices. 

Form  873. 
TITLE  COMPANY. 

To  insure  owners  of  real  estate  and  all  others  interested  therein,  as 
•lessees,  mortgagees,  cestuis  que  trust,  under  deeds  of  trust  of  any  kind, 
or  in  any  other  manner  whatever,  from  loss  by  reason  of  defective  titles, 
liens  or  incumbrances,  and  to  examine  or  search  land  titles  and  furnish 
opinions  thereon  or  abstracts  thereof. 

Form  874. 
TITLE  AND  TRUST  COMPANY. 

To  examine,  certify,  guarantee  and  insure  titles  to  real  estate;  to  buy, 
sell,  and  register  stocks,  bonds  and  other  securities,  and  to  guarantee 
bonds  and  loans;  to  make  insurances  for  the  fidelity  of  persons  holding 
places  of  responsibility  and  trust;  to  receive  U2:>on  deposit  for  safe  keep- 
ing jewelry,  plate,  stocks,  bonds,  securities,  and  other  valuable  prop- 
erty; to  act  as  agent  and  broker  in  the  negotiation  of  loans,  and  in  the 
purchase,  sale  and  managing  of  real  estate  for  others;  to  receive  and 
hold  on  deposit  in  trust  and  as  security,  estate,  real  and  personal,  includ- 
ing evidences  of  indebtedness;  to  act  as  security  for  the  faithful  per- 
formance of  any  contract;  to  act  as  surety  upon  any  bond  or  obligation 
required  by  law,  or  by  order  of  any  court;  to  act  as  trustee  or  other 
fiduciary  under  any  circumstances  under  which  it  is  now  or  may  hereafter 
become  lawful  for  a  corporation  so  to  act. 


522       CORPORATION  FORMS  AND  PRECEDENTS. 

Form  875. 
TOBACCO. 

To  plant,  grow,  cultivate,  cure  and  treat,  and  to  buy,  sell,  and  deal  in, 
leaf  tobacco,  and  to  buy,  sell,  and  manufacture  tobacco,  cigars,  cheroots, 
little  cigars,  cigarettes,  and  all  other  forms  of  tobacco. 

Form  876. 
TOBACCO. 

The  objects  for  which  this  corporation  is  formed  are  to  cure  leaf  to- 
bacco, and  to  buy,  manufacture,  and  sell  tobacco  in  any  and  all  its  forms, 
and  to  erect  and  otherwise  acquire  factories  and  buildings,  establish, 
maintain,  and  operate  factories,  warehouses,  agencies,  and  depots  for 
the  storing,  preparation,  cure,  and  manufacture  of  its  tobacco,  and  for  its 
sale  and  distribution,  and  to  transport  or  cause  the  same  to  be  trans- 
ported as  an  article  of  commerce,  and  to  do  any  and  all  things  inci- 
dental to  the  business  of  trading  and  manufacturing  aforesaid.  (From  the 
charter  of  the  Continental  Tobacco  Company.  See  People 's  Tobacco  Co. 
V.  American  Tobacco  Co.,  170  Fed.  397.) 

Form  877. 
TOBACCO. 

To  carry  on  the  business  of  manufacturers  of  and  dealers  in  tobacco, 
cigars,  cigarettes,  match  lights,  pipes,  and  any  other  articles  required 
by,  or  which  may  be  convenient  for  smokers,  and  of  snutf  grinders  and 
merchants,  and  box  merchants,  and  to  deal  in  any  other  articles  and 
things  commonly  dealt  in  by  tobacconists;  to  cure  leaf  tobacco,  and  to 
buy,  manufacture  and  sell  tobacco  in  all  its  forms,  and  to  purchase 
and  establish  factories  and  establish  agencies  and  depots  for  the  sale 
and  distribution  of  tobacco  in  all  its  forms  and  to  transport  or  to  cause 
the  same  to  be  transported,  as  an  article  of  commerce,  and  to  do  all  things 
incidental   to   the  business   of   trading   and   manufacturing  aforesaid. 

Form  878. 
TOBACCO. 

To  dry  ana  cure  leaf  tobacco,  to  buy,  manufacture,  sell  and  otherwise 
deal  in  tobacco  and  the  products  of  tobacco  in  any  and  all  forms.  To 
construct,  or  otherwise  acquire  and  hold,  own,  maintain  and  operate  ware- 
houses, factories,  oiBces  and  other  buildings,  structures  and  appliances  for 
the  drying,  curing,  storing,  manufacture,  sale  and  distribution  of  tobacco 
and  its  products.  To  purchase  or  otherwise  acquire  and  hold,  sell, 
assign,  transfer,  mortgage,  pledge  or  otherwise  dispose  of  the  shares  of 
capital  stock  of,  or  any  bonds,  security  or  other  evidences  of  indebtedness 
created  by,  any  other  corporation  of  this  or  any  other  state  or  government, 
and  to  issue  its  own  obligations  in  payment  or  in  exchange  therefor, 
or  for  any  purpose  of  its  incorporation,  and  to  secure  such  obliga- 
tions   by    pledge    or    mortgage    under    deed    of    trust    or    otherwise    of 


SPECIFIC  OBJPX'T  CLAUSES.  523 

the  shares  of  capital  stock  or  bonds,  securities  or  other  evidences  of 
indebtedness  so  acquired,  or  of  any  other  property  of  the  corporation. 
To  guarantee  dividends  on  any  shares  of  the  capital  stock  of  any 
corporation  in  which  this  corporation  has  any  interest  as  stockholder, 
and  to  indorse  or  otherwise  guarantee  the  principal  anil  interest,  or 
either,  of  any  bonds,  securities,  or  other  evidences  of  indebtedness  cre- 
ated by  any  corporation  in  which  this  corporation  has  such  an  interest, 
provided  that  authority  for  any  such  indorsement  or  guarantee  be  first 
given  by  resolution  adopted  by  at  least  two-thirds  of  the  whole  board  of 
directors  of  this  corporation.  To  carry  on  any  business  operation  deemed 
by  the  corporation  to  be  necessary  or  advisable  in  connection  with  any 
of  the  objects  of  its  incorporation  or  in  furtherance  of  any  thereof,  or 
tending  to  increase  the  value  of  its  property.  (From  the  charter  of  the 
Consoliuated  Tobacco  Company.  See  People's  Tobacco  Co.  v.  American 
Tobacco  Co.,  170  Fed.  398.) 

Form  879. 
TOOLS. 

To  manufacture  machinery,  tools,  parts  of  machinery  and  similar  articles 
of  commerce  from  iron,  steel,  other  metals,  wood  and  similar  materials, 
and  construct,  weld,  repair  and  erect  the  same. 

Form  880. 
TOOLS. 

To  manufacture  forging  tools  and  other  commodities  of  a  similar  char- 
acter from  iron,  steel  and  other  metals,  and  to  sell  the  same;  to  buy,  sell, 
lease,  construct,  repair,  install  and  erect  machinery,  tools  and  mechanical 
appliances  of  all  kinds. 

Form  881. 
TOOLS. 

To  conduct,  manage  and  control  the  business  of  making  and  selling 
small  tools,  and  special  parts  for  machinery,  and  to  engage  in  the  general 
machinery  manufacturing  business  and  to  do  everything  necessary  to 
carry  on  the  general  machinery   and  sales  business. 

Form  882. 
TOYS. 

To  manufacture  and  sell  toys  and  wooden   ware. 

Form  883. 
TRADING. 

To  conduct  and  operate  a  general  store  or  stores  and  a  hotel  or  hotels, 
including  the  manufacture  and  purchase  of  sujiplies  therefor,  the  erection 
and  operation  of  electric  lighting  apparatus,  ajjparatus  for  the  manufacture 


524   CORPORATION  FORMS  AND  PRECEDENTS. 

of   ice   and  refrigerating  store-houses,   and  the  performance  of   all  other 
acts  and  things  required  to  be  done  in  and  about  the  same. 

Form  884. 
TEAMWORK  COMPANY. 

To  manufacture,  buy,  sell,  deal  in,  plan,  erect  and  install  overhead  tram- 
work  systems,  apparatus  and  appliances,  and  all  kinds  of  machinery  and 
materials  relating  to   the  transportation   of  merchandise. 

Form  885. 
TRUNKS. 

To  manufacture  trunks,  bags,  dress  suit  cases,  pocket-books,  leather 
goods  and  all   things  incidental  thereto. 

Form  886. 
TRUST  COMPANY. 

To  make  contracts  to  do  any  lawful  business  whatsoever;  to  act  as 
fiscal  or  transfer  agent  of  any  state,  municipality,  body  politic  or  corporate, 
and  in  such  capacity  to  receive  and  disburse  money  and  transfer  and 
register  and  countersign  certificates  of  stock,  bonds,  or  other  evidences  of 
indebtedness;  to  receive  deposits  of  trust  moneys,  securities  and  other 
personal  property  from  any  person  or  corporation,  and  to  loan  money  on 
real  and  personal  securities;  to  act  as  trustee  under  any  mortgage  or  bond 
issued   by   any   municipality   or   corporate   trust   not    inconsistent   with   the 

laws   of   the   state    of    ;    to    accept    trusts   from   and   execute 

trusts  for  married  women  in  respect  of  their  separate  property,  whether 
leal  or  personal,  and  to  be  their  agent  in  the  management  of  such  prop- 
erty, or  to  transact  any  business  in  relation  thereto;  to  take,  accept  and 
execute  any  and  all  such  trusts  and  powers  of  whatever  nature  and  descrip- 
tion as  may  be  conveyed  upon  or  committed  to  said  company  by  any 
person  or  persons,  or  any  body  politic  or  corporate,  or  other  authority 
by  grant,  assignment,  transfer,  devise,  bequest  or  otherwise,  or  which 
may  be  entrusted  or  committed  or  transferred  to  or  vested  in  said 
company  by  any  court  of  competent  jurisdiction;  and  to  receive  and  take 
and  hold  any  property  or  estate,  real  or  personal,  which  may  be  the  sub- 
ject of  such  a  trust;  to  purchase,  invest  in,  and  sell,  stocks,  bills  of 
exchange,  bonds,  mortgages,  and  other  securities;  and  when  moneys  or 
securities  for  moneys  are  borrowed,  received  on  deposit  or  for  investment, 
the  bonds  or  obligations  of  the  company  may  be  given  therefor;  to  create 
and  issue  notes,  bonds,  bills  of  excliange,  certificates  of  deposit,  certificates 
and  other  evidences  of  indebtedness;  to  be  appointed  and  to  accept  the 
appointment  of  executor  of,  or  trustee  under,  the  last  will  and  testament, 
or  administer,  with  or  without  the  will  annexed,  the  estate  of  any  deceased 
person,  and  to  be  appointed  to  act  as  the  committee  of  lunatics,  idiots, 
persons  of  unsound  mind  and  habitual  drunkards;  to  act  under  the  order 
or  appointment  of  any  court  of  record  as  guardian,  receiver,  or  trustee 
of  the  estate  of  any  minor  or  any  other  person,  corporation  or  party;  to 
buy,  sell  and  deal  in  all  kinds  of  securities  and  property  in  its  own  right 


SPECIFIC  OBJECT  CLAUSES.  525 

aud  for  others  on  commission,  acting  in  respect  thereto  as  principal,  agent, 
or  broker;  and  to  do  every  kind  of  bueineHS,  useful  to  the  public,  for 
which  a  firm  or  corporation  may  be  lawfully  formed. 

Form  887. 
TUBES. 

To  manufacture  and  sell,  metal  boiler  sheets  and  tubes  and  to  develop 
and  operate  machines,  mills  and  api)liances  for  making  the  same  and 
whatever  may  be  required  therefor  and  to  obtain  and  hold  patents  and 
licenses  to  facilitate  feuch  manufacture  and  sale  and  to  license  the  use  of 
such  patents,  machines  and  appliances  by  others. 

Form  888. 
TUBING. 

To  manufacture,  purchase  and  sell  articles  made  of  wood  or  other 
fibres  in  combination  with  other  material  for  hollow  ware,  pipes  for  gas, 
fluids,  electrical  and  other  subways,  and  for  building  material,  roadways, 
sidewalks  and  other  useful  and  ornamental  purposes;  to  acquire  real  estate 
and  other  personal  property  necessary  to  the  business,  and  to  acquire 
licenses,  letters  patent  and  processes  or  rights  under  the  same  necessary 
to  the  said  business,  and  to  license  individuals  and  corporations  to  use  such 
process,  or  to  manufacture  and  sell  merchandise  covered  by  such  licenses 
and  letters  patent  in  shops  or  specific  territory  upon  royalty  or  otherwise. 

Form  889. 
TUNNEL  COMPANY. 

To  purchase   and   sell,   use   and   license   others   to   use  the   inventions   of 

for  gravity  tunnel  transit,   described  in  the  application   for 

letters  patent  of  said docketed  Xo serial  

in  the  United  States  patent  office  at  Washington,  and  any  other  patents 
that  may  be  issued  upon  said  invention  or  under  said  applications,  and  any 
other  inventions  and  patents  for  improvements  in  rapid  transit,  and  to 
carry  on  the  business  so  described. 

Form  890. 
TURNPIKE  ROAD. 

To  construct  and  maintain  a  macadamized  turnpike  road,  and  to  collect 
tolls  on   the  same,  on   the  county  road  or  such  part  thereof  as  may  be 

desired,   leading   from    the   corporate   limits   of    the   town    of    , 

northward   to    ,   a   distance   of    miles,   more   or   less, 

in  the  county  of , :  .,  with  the  power  to  acquire  such  additional 

lands   as  may  be  necessary  therefor   and  of   making  lateral   branches  not 

exceeding    yards   in    length   on   the   county   roads   leading   therein 

with  the  right  of  proper  gradings,  drainage  and  gutters  thereon. 


526   CORPORATION  FORMS  AND  PRECEDENTS. 

Form  891. 
TYPE  FOUNDRY.  ' 

To  niamifacture  type  and  machinery,  and  all  other  articles  used  in  the 
business   of   type-founders  and  printers. 

Form  892. 
TYPOGRAPH. 

To  manufacture,  sell  and  deal  in  type,  type  casting  and  type  setting 
machines,  patented  novelties  and  inventions  of  all  kinds,  printing,  litho- 
graphing and  photographing  machinery  and  appliances  of  all  kinds;  to  own 
and  control  letters  patent  of  the  United  States  and  of  all  foreign 
countries,  and  with  power  to  rent,  sell  and  use  patented  articles,  and  to 
license  others  under  any  foreign  or  domestic  letters  patent  which  said 
company  may  acquire  j  and  to  own,  control  and  publish  newspapers. 

Form  893. 
TYPEWRITERS. 

To  manufacture,  purchase,  own,  exploit,  work,  rent  and  sell  typewriters, 
patented  or  otherwise;  and  to  purchase,  own  and  sell  inventions  or  letters 
patent  or  improvements  thereon,  for  such  typewriters;  and  to  buy,  own, 
use  and  sell,  all  kinds  of  inventions,  whether  patented  or  not,  in  any 
manner  relating  to  typewriters;  and  to  grant  rights  or  licenses  under  such 
letters  patent,  inventions  or  improvements;  and  to  buy,  own,  use  and  sell 
all  kinds  of  inventions,  whatever  thereon  for  the  purposes  above  stated; 
and  also  for  the  purposes  hereinbefore  mentioned  to  issue  bonds  secured 
by  mortgage  or  mortgages  upon  property  and  franchises  of  the  said  com- 
pany and  to  sell  the  same;  and  also  to  do  any  act  or  acts  for  the  carrying 
on   of   such  business. 

Form  894. 
TYPEWRITERS. 

To  manufacture,  traflSc  and  deal  in  typewriter  machines,  typewriter 
parts,  duplicating  machines,  duplicator  parts,  and  typewriting  and  dupli- 
cating supplies,  stationery,  and  all  articles  connected  with  the  use  of  type- 
writing and  duplicating  machines. 

Form  895. 
UNDERTAKING. 

To  carry  on  the  business  of  undertaking,  embalming,  and  funeral  direct- 
ing, and  the  hiring  of  horses,  carriages,  automobiles  and  other  conveyances. 

Form  896. 
UNDERWRITING. 

To  act  as  agents,  trustees,  receivers,  liquidators,  managers,  brokers,  at- 
torneys or  referees  or  in  any  other  station  of  trust  or  confidence  in  respect 


SPECIFIC  OBJECT  CLAUSES.  527 

to  the  establishment  and  promotion  of  corporations  or  associations;  to 
acquire,  prosecute  and  execute  undertakings,  businesses,  works,  and  enter- 
prises of  any  description   in    or  elsewhere.     To  guarantee  and 

investigate  the  statements  by  tlio  owners  as  to  the  standing,  profits,  assets 
and  conduct  of  undertakings,  businesses,  works,  and  enterprises  of  every 
description  in  the  United  States  of  America  or  elsewhere.  To  examine  and 
inquire  into,  search  fot,  prospect,  explore  and  obtain  information  witli 
respect  to  any  business,  property  or  undertaking,  mines  or  property  and 
report  on  the  same,  in  the  United  States  of  America  or  elsewhere.  To 
establish  and  promote  or  assist  in  establishing  or  promoting  com[»anies  or 
associations  for  the  acquisition,  prosecution,  and  execution  of  undertakings, 
business,  works,  projects,  and  enterprises  of  any  and  every  description  in 
the  United  States  of  America  and  elsewhere,  and  to  acquire  or  dispose  of 
and  deal  in  shares  and  interests  in  such  companies  and  associations  and  in 
any  otlier  companies  or  associations  or  undertakings  thereof.  To  purchase 
or  take  on  lease  or  in  exchange,  hire  or  otherwise  acquire  any  real  or  per- 
sonal property,  rights,  franchises  or  jtrivilegcs  which  this  company  may 
think  suitable  or  convenient  for  any  of  the  purposes  of  its  business.  To  pay 
out  of  the  funds  of  the  company  all  expenses  of  or  incidental  to  the  exami- 
nation and  information  in  respect  to  any  property,  business  or  undertak- 
ing of  this  or  any  company  and  the  issue  of  its  shares,  stocks,  obligations, 
or  securities  including  brokerage  and  commission  for  obtaining  such  prop- 
erty or  undertaking  or  for  placing  its  shares  or  underwriting  shares,  bonds, 
debentures  or  otherwise  under  the  laws  of or  of  any  other  coun- 
try, jointly  or  severally.  To  promote  or  establish  and  in  any  way  to  assist 
in  promoting  and  establishing  agencies;  to  establish  and  promote  and 
bring  out  or  issue  any  company,  syndicate,  association,  or  partnership 
whether  public  or  private  in  the  United  States  of  America,  Canada,  or 
England.  To  enter  into  any  arrangement  with  any  government  or  authori- 
ties, supreme,  local,  municipal  or  otherwise,  that  may  seem  conducive  to 
the  company's  objects  or  any  of  them,  and  to  obtain  from  any  such 
government  or  authorities  any  rights,  privileges  and  concessions  which  the 
company  may  think  desirable  to  obtain  and  which  may  seem  conducive 
to  any  objects  of  the  company.  Generally  to  undertake  and  transact  any 
of  the  businesses  of  merchants,  capitalists,  financial  agents,  trustees  or  pro- 
moters which  seems  conducive  to  any  of  the  objects  of  the  company.  To 
issue  any  new  or  original  shares  of  the  company  as  fully  paid  up  with  power 
to  increase  the  capital  of  the  company  by  the  creation  of  new  shares.  To 
raise  money  by  the  issue  of  bonds  and  debentures  and  otherwise  in  such 
manner  as  the  company  may  think  fit.  To  do  all  or  any  of  the  above 
things  in  any  part  of  the  world,  and  either  as  principals,  agents,  trustees, 
contractors,  or  otherwise  and  either  alone  or  in  conjunction  with  others 
and  either  by  or  through  sub-contractors,  agents,  trustees,  contractors  or 
otherwise.  To  draw,  accept,  endorse,  discount,  execute  and  issue  bills  of 
exchange  and  promissory  notes  to  be  used  in  the  business  of  the  company. 

Form  897. 
VACUUM  BOTTLES. 

To   manufacture   vacuum   bottles   and   containers,   surgical,   chemical   and 
scientific  apparatus,  and  supplies,  from  glass  and  other  substances,  and  to 

sell  such  articles  so  manufactured  by  it. 


528       CORPORATION  FORMS  AND  PRECEDENTS. 

Form  898. 
VARNISH. 

To  manufacture  and  sell  paints,  varnishes,  enamels,  coloring  and  chemi- 
cals, and  to  buy  and  sell  general  merchandise  incident  thereto. 

Form  899. 
VENEERING. 

To  manufacture  and  sell  veneered  doors,  furniture  and  lumber  of  all 
kinds  and  to  decorate  and  manufacture  all  kinds  of  woods,  and  to  veneer 
woods  and  furniture,  either  manufactured  from  wood,  iron  or  steel,  or 
any  other  metal  or  things,  or  any  other  article  of  commerce  manufactured 
from  wood,  metals,  alloys  and  composition  of  metals  or  wood,  or  any  of 
them,  and  to  veneer,  galvanize,  and  coat  woods  or  metals,  or  any  of  them, 
and  to  sell  the  products  so  manufactured. 

Form  900. 
VENEERING. 

To  build,  lease  and  operate  saw  mills  and  planing  mills,  and  buy  and 
sell  the  products  thereof,  to  build  and  lease  manufactories,  for  manufactur- 
ing, buying  and  selling  veneers,  lumber,  timber,  furniture  and  any  and  all 
specialties  in  which  veneers,  logs,  timber  and  lumber,  may  be  used  as  the 
whole  or  a  part  of  manufacturing  or  buying  and  selling  any  article  or 
thing  necessary  to  produce  or  complete  the  manufacture  of  any  of  said 
specialties;  to  buy  and  sell  logs,  lumber  and  timber  and  to  lease,  purchase 
and  sell  all  such  real  estate  as  may  be  necessary  for  said  business. 

Form  901. 
VINEGAR  BREWERS. 

To  carry  on  business  as  brewers,  distillers  and  manufacturers  of,  and 
merchants  and  dealers  in  vinegar,  acetic  acid,  glucose,  wines,  spirits,  beers, 
porter,  malt,  hops,  grain,  meal,  yeast,  aerated  waters,  carbonic  acid  gas, 
mustard,  pickles,  sauces,  condiments  of  all  kinds,  cocoa,  coffee,  preserves 
and  all  or  any  other  commodities  and  things  which  may  be  conveniently 
used  or  manufactured  in  conjunction  with  any  of  the  above  or  any  similar 
businesses  or  manufactures. 

Form  902. 
WAGONS. 

To  build,  construct,  make,  repair,  paint  and  vend  wagons,  drays,  buggies, 
carriages  and  vehicles  generally;  to  buy  and  sell  the  same,  and  to  perform 
do  and  carry  on  a  general  blacksmithing,  general  carpentering  and  general 
repairing  business,  and  to  make,  repair  and  sell  gear,  harness,  and  carry  on 
a  general  saddlery  business. 


SPECIFIC  OBJECT  CLAUSES.  529 

Form  903. 
WAGONS. 

To  manufacture,  repair,  buy,  .sell,  \eiid,  lease  and  deal  in  wagons,  carts, 
drays,  buckets,  scoojis  and  patent  dumping  vessels  and  vehicles,  and  all 
parts  and  accessories  thereof,  in   wood,  iron,  steel,  or  other   material. 

Form  904. 
WAGONS. 

To  manufacture  and  sell  wagons,  machinery,  agricultural  implements, 
railroad  cars,  street  cars,  bolts,  axles  and  general  iron  and  wood  work 
and  to  buy  and  sell  the  materials  used  and  employed  in  such  manufacture. 

Form  905. 
WALL  PAPER. 

To  buy,  sell,  deal  in,  manufacture  and  produce  window  shades,  wall- 
papers, wall  hangings  and  other  wall  coverings  and  the  products  and 
preparations  thereof,  and  for  the  purposes  aforesaid  to  act  as  agent  and 
broker  in  the  sale  thereof,  to  make  contracts  and  business  arrangements 
to  that  end,  and  in  order  to  perfect  the  same,  to  purchase  or  lease  or 
otherwise  take  and  hold  real  and  personal  estate,  erect  buildings,  factories, 
warehouses,  machinery,  plant  and  apparatus  necessary  for  the  manufacture 
and  sale  of  such  articles,  and  for  the  doing  of  all  lawful  acts,  deeds  and 
things  necessary  for  the  effectual  carrying  out  of  the  true  intent  and  mean- 
ing of  this  corporation,  and  the  business  intended  to  be  carried  on  by   it. 

Form  906. 
WAREHOUSING. 

To  carry  on  the  trade  or  business  of  wholesale  warehousemen,  removers, 
storers,  packers,  and  carriers  of  personal  property  of  every  description. 

To  issue  warrants  to  persons  warehousing  goods  with  the  company, 
and  to  lend  money  upon  the  security  of  such  goods. 

WATCHES. 
See  Jewelry. 

Form  907. 
WATER  COMPANIES. 

To  manufacture,  bottle  and  sell  pure  waters,  carbonated,  soda  and  mineral 
waters,  ginger  ale,  sarsaparilla  and  other  non-alcoholic  beverages. 

Form  908. 
WATERWORKS. 

To  supply   the   town   of    in   the  county   of    , 

in   the   State   of    ,   and   the   neighborhood   thereof   with   water 


530   CORPORATION  FORMS  AND  PRECEDENTS. 

and  to  carry  on  the  business  of  a  water  works  company  in  all  its  branches; 
to  sink  wells  and  shafts,  and  to  make,  build  and  consti-uct,  lay  down  and 
maintain,  reservoirs,  cisterns,  culverts,  filter-beds,  main  and  other  pipes 
and  appliances,  and  to  execute  and  do  all  other  works  and  things  necessary 
or  convenient  for  obtaining,  storing,  selling,  delivering,  measuring,  and 
distributing  water,  or  otherwise  for  the  purposes  of  the  company. 

Form  909. 
WATER  PROOFING. 

To  manufacture,  buy,  sell  and  use  waterproofing  materials,  prepara- 
tions and  apparatus,  to  acquire  and  dispose  of  processes,  methods,  inventions 
and  letters  patent  relating  to  the  same,  and  to  do  any  and  all  business 
and  things  properly  connected  with  said  purposes,  or  incident  or  incidental 
thereto. 

Form  910. 
WEARING  APPAREL. 

To  conduct  a  business  for  the  buying,  manufacturing  and  selling  of 
men's  and  boys'  shirts,  pajamas  and  apparel  of  cotton,  wool,  silk,  linen 
and  other  fabrics;  to  buy,  sell  and  generally  deal  in  cloaks,  suits  and 
other  articles  of  wearing  apparel  for  ladies  and  children,  and  all  other 
articles  of  merchandise  of  a  kindred  nature. 

Form  911. 
WINE  GROWERS  AND  SHIPPERS. 

To  carry  on  the  business  of  growers  and  shippers  of  wines  and  spirits, 
and   of   wine   and  spirit   producers,   dealers  and   merchants. 

To  purchase  or  otherwise  acquire  vineyards  and  other  lands,  easements, 
rights  and  other  property  whatsoever  that  may  be  necessary  for  any  of  the 
above  purposes. 

Form  912. 
WINES. 

To  manufacture  and  produce  champagne  wines  and  other  effervescett 
liquors,  and  to  buy,  sell  and  dispose  of  all  kinds  of  wines  and  liquors 
in  all  markets  both  domestic  and  foreign,  to  purchase,  acquu-e,  sell 
and  dispose  of  any  and  all  patent  rights  and  improved  methods,  processes 
and  machinery,  plant  and  property  necessary  or  proper  for  the  trans- 
action and  carrying  on  of  said  business  in  all  of  its  branches. 

Form  913. 
WOODENWARE. 

To  manufacture,  sell,  and  deal  in  iron,  tin,  chemicals,  wood,  lumber, 
timber  and  veneer,  and  all  products  of  the  same,  together  with  all  ma- 
chinery necessary  in  such  manufacture,  including  woodenware,  veneer 
dishes  of  all  kinds  and  all  articles  made  of  wood  pulp  and  straw-board, 


SPECIFIC  OBJECT  CLAUSES.  531 

placques,  chair  seats,  sofa  backs,  car  finishings  and  furniture,  and  for  ceil- 
ing houses,  covering  bottles  and  other  articles  of  glass  and  clay,  for  picture 
backs,  wagon  boxes,  boats  and  sleighs  and  other  articles,  also  to  construct 
and  repair  buildings,  and  to  do  all  things  necessary  to  the  carrying  on  of 
a  general  manufacturing  business. 

Form  914. 
WOOLEN  AND  WORSTED. 

To  carry  on,  manage,  conduct,  and  generally  operate  the  business  of 
manufacturing,  merchandising,  manipulating,  buying,  selling,  and  generally 
dealing  in  worsted,  wool,  cotton,  silk,  and  other  fabrics  and  yarns  of  a 
similar  or  cognate  character,  and  the  merchandising,  manipulating,  buy- 
ing and  selling  of  all  stock  used  in  the  manufacture  thereof. 

Form  915. 
ZINC  COMPANY. 

To  mine,  reduce  and  smelt  zinc  ores  and  soparafe  metnls  and  minerals, 
and  to  buy  and  hold  such  real  projierty  as  is  necessary  for  the  business  of 
the  company,  and  to  buy  and  sell  personal  projjert}',  i)atent  rights  and 
letters  patent,  mines  and  mining  property,  for  the  use  of  said  corporation, 
or  in  payment  of  debts  which  may  become  due  to  said  corporation,  and 
for  the  purpose  of  granting  rights,  licenses  or  privileges  to  use  any 
patent  tights  or  letters  patent  which  may  be  acquired  by  said  corporation, 
and  generally  to  acquire  all  such  property  as  may  be  necessary  or  desir- 
able in  the  business  of  said  company  and  to  transact  all  such  business  as 
may  be  in  aid  or  incident  to  the  purposes  aforesaid. 


CHAPTER  IV. 

GENERAL  OBJECT  CLAUSES. 

Form  916. 
POWER  TO  ACQUIRE  BUSINESS. 

To  acquire  the  good-will,  rights,  property  and  assets  of  all  kinds  and  to' 
undertake  the  whole  or  any  part  of  the  liabilities  of  any  person,  firm, 
association  or  corporation,  on  such  terms  and  conditions  as  may  be  agreed 
on,  and  to  pay  for  the  same  in  cash,  stocks,  bonds,  debentures,  or  other 
securities  of  this  Corporation  or  otherwise. 

To  acquire  and  undertake  all  or  any  part  of  the  business,  assets  and 
liabilities  of  any  person,  firm,  association  or  corporation. 

See  generally  as  to  the  issue  of  stock  and  bonds  in  payment  for  prop- 
erty, Cook  on  Corporations,  §§  18-24,  43-50,  766;  Clark  &  M.,  Corp.,  §§48f, 
183,  384-401. 

Form  917.  j 

POWER  TO  ACQUIRE  BUSINESS. 

To  acquire  and  undertake  the  good  will,  property,  rights,  franchises  and 
assets  of  every  kind,  and  the  liabilities  of  any  person,  firm,  association 
or  corporation,  either  wholly  or  partly,  and  pay  for  the  same  in  cash, 
stock  or  bonds  of  the  company  or  otherwise.  (From  the  charter  of  the 
Carnegie  Company,  a  New  Jersey  corporation.) 

See  note  to  preceding  form.  i 

Form  918. 
POWER  TO  ACQUIRE  PARTICULAR  BUSINESS. 

To  acquire  and  take  over  as  a  going  concern  the  business  now  carried 

on   at    ,    ,   under   the   name   of    , 

and  in  connection  therewith  to  purchase  the  good  will,  business  and  all 
or  any  of  the  assets  and  to  undertake  or  assume  all  or  any  of  the  liabilities 
of  the  owners  of  such  business. 

Form  919. 
ASSUMING  THE  LIABILITY  AND  BUSINESS  OF  OTHERS. 

To  purchase,  lease,  or  otherwise  acquire,  in  whole  or  in  part,  the  busi- 
ness, good  will,  rights,  franchises  and  property  of  every  kind,  and  to 
undertake  the  whole  or  any  part  of  the  assets  or  liabilities,  of  any  person, 
firm,  association  or  corporation  engaged  in  or  authorized  to  conduct  any 
business  similar  to  any  business  authorized  to  be  conducted  by  this  corpora- 
tion, or  owning  property  necessary  or  suitable  for  its  purposes,  and  to  pay 

532 


GENERAL  OBJECT  CLAUSES.  533 

for  the  same  in  cash,  in  the  stock  or  bonds  of  this  company,  or  otherwise ; 
to  hold  or  in  any  manner  dispose  of  the  whole  or  any  part  of  the  busiuesa 
or  property  so  acquired,  and  to  exercise  all  the  i>o\vers  necessary  or  inci- 
dental to  the  conduct  of  such  business. 
See  note  to  Form  91G. 

Form  920. 

AIDING  ANOTHER  CORPORATION  WHOSE  SHARES  OR 
SECURITIES  ARE  HELD. 

To  purchase,  liold,  soil,  assign,  transfer,  mortgage,  pledge  or  otherwise 
dispose  of  the  shares  of  the  capital  stock  of,  or  any  bonds,  securities  or 
evidences  of  indebtedness  created  by  any  other  corporation  or  corporations 
of  this  or  any  other  state,  territory  or  country,  and  while  owner  of  such 
stock,  to  exercise  all  the  rights,  powers  and  privileges  of  ownership,  in- 
cluding the  right  to  vote  thereon.  To  guaractee  any  dividends,  bonds, 
stocks,  contracts  or  other  obligations  of  any  corporation  in  which  this 
coritoration  is  an  owner  or  has  an  interest ;  to  aid  in  any  lawful  manner 
such  corporations,  and  to  do  all  legal  acts  and  things  designed  for  the 
preservation,  protection,  improvement,  development  or  enhancement  of  the 
value  of  any  such  corporation  or  of  its  stock,  bonds,  securities,  evidences 
of   indebtedness,  contracts  or  other  obligations. 

See  Cook  on  Corporations,  §§ -!67,  551,  671,  662,  774,  775j  Clark  tS:  .M., 
Corp.,  §§  193-198. 

Form  921. 
CO-OPERATION  AND  CONSOLIDATION. 

To  join  or  consolidate  with,  and  to  enter  into  agreements  and  co-opera- 
tive relations  not  in  contravention  of  law  with  any  persons,  firms,  associa- 
tions or  corporations,  governmental,  municipal  or  otherwise,  in  and  about 
the  carrying  on  and  out  of  all  or  any  of  the  purposes  of  this  company. 

See  Cook  on  Corporations,  §§  269,  572b,  637,  892-897;  Clark  &  M.,  Corp., 
§§  347-363. 

Form  922. 

POWER  TO  ACQUIRE  AND  HOLD  COMPANY'S  OWN 

STOCK. 

The  company  ma/  use  and  apply  its  surplus  earnings  or  accumulated 
profits  authorized  by  law  to  be  reserved  to  the  purchase  or  acquisition  of 
property,  and  to  the  purchase  or  acquisition  of  its  own  capital  stock  from 
time  to  time,  and  to  such  extent  and  in  such  manner,  and  upon  such  terms 
as  its  board  of  directors  shall  determine ;  and  neither  such  property  nor 
the  capital  stock  so  purchased  and  acquired,  nor  any  of  its  capital  stock 
taken  in  payment  or  satisfaction  of  any  debt  due  to  the  company  shall 
be  regarded  as  profits  for  the  purpose  of  declaration  or  payment  of  divi- 
dends, unless  otherwise  determined  by  a  majority  of  the  board  of  directors, 
or  by  a  majority  of  the  stockholders.  (From  the  charter  of  the  Carnegie 
Company,   a  New  Jersey  corporation.) 

See  as  cower  to  acquire  own  stock,  Cook  on  Corporations,  §§  308-313; 
Clark  &  M.,  Corp.,   §§  199-203. 


534      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  923. 
POWER  TO  ACQUIRE  OWN  STOCK. 

Subject  to  the  provisions  of  law,  the  company  may  purchase  or  other- 
wise acquire,  hold  and  re-issue  the  shares  of  its  capital  stock.  (From  the 
charter  of  the  Carnegie  Company,  a  New  Jersey  corporation.) 

!See  note  to  preceding  form. 

Form  924. 
POWER  TO  HOLD  SECURITIES  GENERALLY. 

(1)  To  acquire  by  purchase,  subscription  or  otherwise,  and  to  hold  as 
investment,  any  bonds  or  other  securities  or  evidences  of  indebtedness,  or 
any  shares  of  capital  stock  created  or  issued  by  any  other  corporation 
or  corporations,  association  or  associations,  of  the  State  of  New  Jersey, 
or  of  any  other  State,  Territory  or  country.  (2)  To  purchase,  hold,  sell, 
assign,  transfer,  mortgage,  pledge,  or  otherwise  dispose  of,  any  bonds  or 
other  securities  or  evidences  of  indebtedness  created  or  issued  by  any  other 
corporation  or  corporations,  association  or  associations,  of  the  State  of 
New  Jersey,  or  of  any  other  State,  Territory  or  country,  and  while  owner 
thereof,  to  exercise  all  the  rights,  powers  and  privileges  of  ownership. 
(3)  To  purchase,  hold,  sell,  assign,  transfer,  mortgage,  pledge  or  other- 
wise dispose  of  shares  of  the  capital  stock  of  any  other  corporation  or 
corporations,  association  or  associations,  of  the  State  of  New  Jersey,  or 
of  any  other  State,  Territory  or  country;  and,  while  owner  of  such  stock, 
to  exercise  all  the  rights,  powers  and  privileges  of  ownership,  including 
the  right  to  vote  thereon.  (4)  To  aid  in  any  manner  any  corporation  or 
association  of  which  any  bonds,  or  other  securities  or  evidences  of  indebt- 
edness or  stock  are  held  by  the  corporation;  and  to  do  any  acts  or  things 
designed  to  protect,  preserve,  improve  or  enhance  the  value  of  any  such 
bonds  or  other  securities  or  evidences  of  indebtedness  or  stock.  (From 
charter  of  Northern  Securities  Company,  a  New  Jersey  Corporation.) 

See  Cook  on  Corporations,  §§27,  314-317;  Clark  &  M.,  Corp.,  §§132-151. 
See  for  ownership  of  stock-  in  other  corporations.  Cook  on  Corporations, 
§§622-8,   317;   Clark  &  M.,   Corp.,   §§193-198. 

Form  925. 

POWER  TO  ACQUIRE  STOCK  AND  SECURITIES  OF,  AND 
TO  AID  OTHER  CORPORATIONS. 

To  acquire  by  purchase,  subscription  or  otherwise,  and  to  hold  or  dispose 
of,  stocks,  bonds  or  any  other  obligations  of  any  corporations  formed  for, 
or  then  or  theretofore  engaged  in  or  pursuing,  any  one  or  more  of  the 
kinds  of  business,  purposes,  objects  or  operations  above  indicated,  or  own- 
ing or  holding  any  property  of  any  kind  herein  mentioned;  or  of  any  cor- 
poration owning  or  holding  the  stocks  or  the  obligations  of  any  such 
corporation.  To  acquire  and  hold  for  investment,  or  otherwise  to  acquire 
and  use,  and  to  sell  or  dispose  of,  any  stock,  bonds  or  other  obligations  of 
any  such  other  corporation;  to  aid  in  any  manner  any  corporation  whose 
stock,  bonds  or  other  obligations  are  held  or  are  in  any  manner  guaranteed 
by  the  Company,  and  to  do  any  other  acts  or  things  for  the  preservation, 


GENERAL  OBJECT  CLAUSES.  535 

protection,  improvement  or  enhancement  of  the  value  of  any  such  stock, 
bonds  or  other  obligations,  or  to  do  any  acts  or  things  designed  for  any 
Buch  purpose;  and,  while  owner  of  any  such  stock,  bonds  or  other  obliga- 
tions, to  exercise  all  the  rights,  powers  and  privileges  of  ownership  thereof, 
and  to  exercise  any  and  all  voting  j)ower  thereon.  (From  charter  of 
United  States  Steel  Corporation,  a  New  Jersey  corporation.) 

See  Cook  on  Corporations,  §§  L'7,  314-317;  Clark  &  M.,  Corp.,  §§  193-198, 
167-192. 

Form  926. 

POWER    TO    ACQUIRE    STOCK    AND    SECURITIES    OF 
OTHER  CORPORATIONS. 

To  hold,  jmrcliase  or  otherwise  acquire,  or  be  interested  in,  and  to  sell, 
assign,  j)ledge  or  otherwise  dispose  of,  shares  of  the  capital  stock,  bonds 
or  other  evidences  of  debt  issued  or  created  by  any  other  corporation, 
whether  foreign  or  domestic  and  whether  now  or  hereafter  organized;  and 
while  the  holder  of  any  such  shares  of  stock  to  exercise  all  the  rights  and 
privileges  of  ownership,  including  the  right  to  vote  thereon,  to  the  same 
extent  as  a  natural  person  might  or  could  do.  (From  the  charter  of  the 
Central  Leather  Co.,  a  New  Jersey  corporation.) 

See  Cook  on  Corporations,  §§27,  314-317;  Clark  &  M.,  Corp.,  §§  193-198, 
132-151. 

Form  927. 

POWER    TO    ACQUIRE    AND    HOLD     SECURITIES     OF 

ANOTHER  CORPORATION  ENGAGED  IN  SIMILAR 

BUSINESS. 

To  acquire  by  purchase,  subscription  or  otherwise,  and  to  hold  or  dispose 
of,  stocks,  bonds  or  any  other  obligations  of  any  corporation  formed  for,  or 
then  or  theretofore  engaged  in  or  pursuing  any  one  or  more  of  the  kinds 
of  business,  purposes,  objects  or  operations  above  indicated,  or  owning 
or  holding  any  property  of  any  kind  herein  mentioned,  or  of  any  corpora- 
tion owning  or  holding  the  stocks  or  the  obligations  of  any  such  corporation. 
(Prom  the  charter  of  the  United  States  Steel  Corporation,  a  New  Jersey 
corporation.) 

See  note  to  preceding  form. 

Form  928. 
BORROWING  MONEY  AND  ISSUING  SECURITIES. 

In  the  purchase  or  acquisition  of  property,  business,  rights  or  franchises, 
or  for  additional  working  capital,  or  for  any  other  object  in  or  about  its 
business  or  affairs,  and  without  limit  as  to  amount,  to  incur  debt,  and  to 
raise,  borrow  and  secure  the  payment  of  money  in  any  lawful  manner, 
including  the  issue  and  sale  or  other  disposition  of  bonds,  warrants,  deben- 
tures, obligations,  negotiable  and  transferable  instruments  and  evidences 
of  indebtedness  of  all  kinds,  ^\hether  secured  by  mortgage,  pledge,  deed  of 
trust  or  otherwise. 

See  Cook  on  Corporations,   §  7G0;   Clark  &   M.,  Corp.,  §§  170-183. 


536       CORPORATION  FORMS  AND  PRECEDENTS. 

form  929. 

POWER  TO  BORROW  MONEY,  CONTRACT  AND  GUAR- 
ANTEE. 

Without  in  any  particular  limiting  or  restricting  any  of  the  other  objects 
and  powers  of  the  corporation,  it  is  hereby  expressly  declared  and  provided 
(1)  that  the  corporation  shall  also  have  power  to  issue  bonds  and  other 
obligations  in  payment  for  property,  including  shares  of  stock  and  other 
securities,  which  may  be  purchased  or  acquired  by  it,  or  for  money  bor- 
rowed, or  for  any  other  lawful  object  in  and  about  its  business;  to  mort- 
gage or  pledge  any  property  which  may  be  owned  or  acquired  by  it,  or 
in  which  it  may  be  interested,  to  secure  any  bonds,  guarantees  or  other 
obligations  by  it  issued  or  incurred;  to  guarantee  any  dividends,  bonds, 
contracts  or  other  obligations;  to  make  and  perform  contracts  of  every 
kind  and  description;  to  declare  dividends  payable  in  cash  or  otherwise 
as  may  be  permitted  by  law;  and  in  carrying  on  its  business,  or  for  the  pur- 
pose of  attaining  or  furthering  any  of  its  objects  or  purposes,  to  do  any  and 
all  other  things  and  exercise  any  and  all  other  powers  which  now  or 
hereafter  may  be  permitted  by  law,  and  (2)  that,  among  its  other  powers, 
and  without  the  assent  or  other  action  of  the  stockholders,  the  board  of 
directors  shall  have  power,  by  resolution  of  said  board  and  for  any  lawful 
purpose,  to  authorize  the  execution  of  the  bonds  of  the  corporation  not 
to  exceed  the  principal  sum  of  Forty-five  Million  Dollars  ($45,000,000),  par 
value,  at  any  one  time  outstanding,  which  bonds  shall  be  in  such  form  and 
issued  and  delivered  at  such  times  and  for  such  purposes  and  under  such 
terms  and  conditions  as  said  board  may  determine;  and  said  board  of  direct- 
ors shall  also  have  power  by  resolution  of  said  board,  to  authorize  the  execu- 
tion of  an  indenture,  mortgaging  and  pledging  all  or  any  part  of  the 
proj)erty  or  assets  of  the  corporation,  then  owned  or  which  may  thereafter 
be  acquired  by  it,  to  secure  the  payment  of  said  bonds  and  the  interest 
thereon  and  the  performance  of  the  covenants  in  said  indenture  contained, 
which  indenture  shall  be  in  such  form  and  embody  such  provisions,  cove- 
nants, agreements  and  conditions  as  said  board  may  determine. 

See  Cook  on  Corporations,   §§760-778;   Clark  &  M.,  Corp.,   §§179-184. 

Form  930. 
PATENT  AND  TRADE  MARK  CLAUSE. 

To  apply  for,  obtain,  register,  lease,  purchase  or  otherwise  to  acquire, 
and  to  hold,  use,  own,  operate  and  introduce  and  to  sell,  assign,  or  otherwise 
dispose  of  any  trade-marks,  trade-names,  patents,  inventions,  improve- 
ments and  processes  used  in  connection  with  or  secured  under  letters  patent 
of  the  United  States,  or  elsewhere  or  otherwise;  and  to  use,  exercise, 
develop,  grant  licenses  in  respect  of  or  otherwise  turn  to  account  any 
such  trade-marks,  patents,  licenses,  processes  and  the  like,  or  any  such 
property  or  rights.  (From  the  charter  of  the  United  States  Steel  Cor- 
poration, a  New  Jersey  corporation.) 

See  as  to  issue  of  stock  for  patent  rights,  Cook  on  Corporations,  §§  20- 
46;   Clark  &  M.,  Corp.,  §384. 

A  patent  cannot  be  applied  for  by  a  corporation  but  the  applicant  for 
a  patent  may  assign  his  right  to  a  corporation  and  the  United  States 
Patent  OflBce  may  issue  a  patent  to  the  corporation  as  such  assignee. 


GENERAL  OBJECT  CLAUSES.  537 

Form  931. 

PATENTS,  TRADE  MARK  AND  SECRET  PROCESS 
CLAUSE. 

To  apply  for,  obtain,  register,  purchase,  or  otherwise  acquire  and  hold, 
own,  use,  operate,  introduce  and  sell,  assign  or  otherwise  dispose  of  any 
and  all  trademarks,  formula',  secret  processes,  trade  names,  and  distinc- 
tive marks,  and  all  inventions,  improvements  and  processes  used  in  con- 
nection with  or  secured  under  letters  patent  or  otherwise,  of  the  United 
States  or  of  any  other  country,  and  any  governmental  grants  or  conces- 
sions; and  use,  exercise,  develop,  grant  licenses  in  resi)ect  of,  or  other- 
\vise  turn  to  account  any  and  all  such  trade-marks,  patents,  licenses,  con- 
cessions, processes  and  the  like,  or  any  such  property,  rights  and  informa- 
tion so  acquired.  (From  the  charter  of  the  Carnegie  Company,  a  New 
Jersey  corporation.) 

See  note  to  preceding  form. 

Form  932. 
PATENTS,  TRADE  MARKS  AND  SECRET  PROCESSES. 

To  obtain,  register,  purchase,  lease  or  otherwise  acquire,  to  hold,  use, 
own,  operate,  develop  and  introduce,  to  sell,  assign,  lease,  pledge,  mort- 
gage, grant  or  acquire  licenses  in  respect  of,  and  otherwise  deal  in  and 
with  or  turn  to  account  any  and  all  copyrights,  concessions,  trade  marks, 
formula!,  secret  processes,  devices,  trade  names  and  distinctive  marks, 
patents,  patent  rights,  applications  for  patents,  brevets  d 'invention,  and 
all  inventions,  licenses,  privileges,  improvements  and  processes  used  in 
connection  with  or  secured  under  letters  patent  or  otherwise  of  the  United 
States  or  of  any  other  country,  relating  to  or  useful  in  connection  with 
any  lawful  business  of  the  corporation,  including  the  good  will  of  the 
same. 

See  note  to  Form  930. 

Form  933. 
POWER  TO  DO  BUSINESS  THROUGHOUT  WORLD. 

To  conduct  business,  have  one  or  more  offices,  and  purchase,  mortgage, 
lease,  and  convey  real  and  personal  property  or  any  estate  or  interest 
therein,  in  any  part  of  the  world,  but  always  subject  to  the  local  laws. 
(From  the  charter  of  the  Carnegie  Company,  a  New  .Jersey  corporation.) 

See  Cook  on  Corporations,  §§  237-240;  Clark  &  M.,  Corp.,  §§  114-122,  131. 

Form  934. 
POWER  TO  CONDUCT  BUSINESS  IN  OTHER  STATES. 

The  corporation  may  conduct  its  business  in  other  states,  territories  and 
possessions  of  the  United  States,  and  in  foreign  countries,  and  may  ha^e 
one  office  or  more  than  one  office,  and  keep  the  books  of  the  company  out- 
side of  the  State  of ,  except  as  may  be  otherwise  provided  by 

law;  and  may  hold,  purchase,  mortgage  ant?  convey  real  and  personal  prop- 


538       CORPORATION  FORMS  AND  PRECEDENTS. 

erty  either  in  or  out  of  the  State  of   (From  the  charter 

of  the  Pennsylvania  Steel  Company,  a  New  Jersey  corporation.) 
See  Cook  on  Corporations,  §§  237-240;  Clark  &  M.,  Corp.,  §§  114-122, 131b. 

Form  935. 
POWER  TO  DO  BUSINESS  OUT  OF  STATE. 

The  corporation  shall  have  power  to  conduct  its  business  in  other  states 
and  in  foreign  countries,  and  to  have  one  or  more  offices  out  of  this  state, 
and  to  hold,  purchase,  mortgage  and  convey  real  and  personal  property 
out  of  this  state.  (From  the  charter  of  the  Northern  Securities  Com- 
pany, a  New  Jersey  corporation.) 

Form  936. 

STATEMENT  AS  TO  WHERE  BUSINESS  WILL  BE  CON- 
DUCTED. 

That  the  place  in  this  state  where  the  principal  part  of  the  business  of 
iuch  company  within  this  state  is  to  be  conducted  and  transacted  is  Jer- 
sey City,  in  the  County  of  Hudson;  and  the  states  and  countries  out  of 
this  state  where  the  company  proposes  to  carry  on  portions  of  its  business 
and  transactions  are  the  states  of  New  York  and  Pennsylvania,  and 
all  the  states  and  territories  of  the  United  States,  and  the  countries  of 
the  United  Kingdom  of  Great  Britain  and  Ireland,  and  all  the  countries 
of  Europe;  and  such  other  places  and  countries  as  the  business  of  the 
company  may  require.  (From  the  charter  of  the  International  Mercan- 
tile Marine  Company,  a  New  Jersey  corporation.) 

See  note  to  Form  933. 

Form  937. 
CONDUCT  OF  BUSINESS  ACQUIRED. 

If,  and  to  the  extent  permitted  by  the  local  laws  of  each  state  and 
foreign  country  where  the  property  may  be  situated,  and  subject  always 
to  such  local  laws,  the  company  may  cause  or  allow  the  legal  title,  estate 
and  interest  in  any  property  or  business  acquired,  established  or  carried 
on  by  the  company  to  remain  or  be  vested,  or  registered,  in  the  name  of  or 
carried  on  by  an  individual,  or  any  other  company  or  companies,  for- 
eign or  domestic,  formed  or  to  be  formed,  and  either  upon  trust  for,  or 
as  agents  or  nominees  of  this  comjjany,  or  upon  any  other  terms  or 
conditions  which  the  board  of  directors  may  consider  for  the  benefit  of  this 
company,  and  manage  the  affairs,  or  take  over  and  carry  on  the  business 
of  such  company  or  companies  so  formed  or  to  be  formed,  either  by  ac- 
quiring the  shares,  stocks  or  other  securities  thereof,  or  otherwise  howso- 
ever, and  exercise  all  or  any  of  the  powers  of  holders  of  shares,  stocks 
or  securities  thereof,  and  receive  and  distribute  as  profits  the  dividends 
and  interests  on  such  shares,  stocks  and  securities.  (From  the  charter 
of  the  Carnegie  Company,  a  New  Jersey  corporation.) 

See  note  to  Form  933. 


GENERAL  OBJECT  CLAUSES.  539 

Form  938. 
PLACES  OF  BUSINESS,  OFFICES  AND  BOOKS. 

To  coiiduet  ils  business  oi  any  pail  or  pails  Iheieoi'  lu  ihe  Uuited 
States  of  America,  or  either  of  tbein,  in  the  territories  and  the  District 
of  Columbia,  and  in  any  or  all  dependencies,  colonies  or  possessions  of  the 
United  States  of  America,  and  in  foreign  countries  or  jurisdictions,  with- 
out restriction  as  to  place.     To  have  one  or  more  offices  or  agencies,  and 

keep  such  books  of  the  company  outside  of  the  State  of as  are  not 

required  by  law  to  be  kept   within   this   Slate. 

See  note  to  Form  933. 

Form  939. 

MAINTENANCE  OF  OFFICE  AND  HOLDING  OF  CORPO- 
RATE MEETINGS  OUT  OF  STATE. 

In  addition  to  said  j)rincipal  office  within  the  said  state,  this  corporation 

may  maintain  an  oilice  and  place  of  business  at  the  city  of   , 

state  of    ,  and  any   meeting  of  the  stockholders  or  directors 

may  be   held  either  at  said  principal  office  or  at  said  office   in  said  state 

of The  books  and  records  of  this  corporation  may  be  kept  at 

either  of  said  offices  as  the  directors  may  find  convenient. 

See  note  to  Form  933. 

Form  940. 
POWER  TO  MANUFACTURE. 

To  manufacture,  purchase,  or  otherwise  acquire,  goods,  wares,  merchan- 
dise and  personal  property  of  every  class  and  description,  and  to  hold, 
own,  sell  or  otherwise  dispose  of,  trade,  deal  in  and  deal  with  the  same. 
(From  the  charter  of  the  Carnegie  Company,  a  new  Jersey  corporation.) 

Form  941. 
POWER  TO  ENGAGE  IN  MANUFACTURING  BUSINESS. 

To  engage  in  any  other  manufacturing  business  of  any  kind  or  charac- 
ter whatsoever,  and  to  that  end  to  acquire,  hold,  own  and  dispose  of  any 
and  "all  i)roperty,  assets,  stocks,  bonds  and  rights  of  any  and  every  kind. 
(From  the  charter  of  the  Carnegie  Company,  a  New  Jersey  corporation.) 

Form  942. 
POWER  TO  ISSUE  SECURITIES. 

To  issue  warrants,  bonds,  detientures  and  other  negotiable  or  trans- 
ferable instruments,  secured  by  mortgage  or  otherwise,  for  such  amounts  as 
shall  from  time  to  time  seem  advisable.  (l>om  the  charter  of  the  Car- 
negie  Company,   a   New   Jersey   corporation.) 


540      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  943. 
POWER  TO  ISSUE  BONDS. 

To  issue  bonds  and  other  obligations  in  payment  for  property  purchased 
or  acquired  by  it,  or  for  any  other  object  in  or  about  its  business;  to 
mortgage  or  pledge  any  stocks,  bonds  or  other  obligations  or  any  property 
which  may  be  acquired  by  it,  to  secure  any  bonds  or  other  obligations  by 
it  issued  or  incurred.  (From  the  charter  of  the  United  States  Steel  cor- 
poration, a  New  Jersey  corporation.) 

Form  944. 
POWER  TO  CONTRACT. 

To  enter  into,  make,  perform  and  carry  out  contracts  of  every  sort  and 
kind  with  any  person,  firm,  association,  corporation,  private,  public  or  munici- 
pal, or  body  politic,  and  with  the  government  of  the  United  States,  or  any 
state,  territory  or  colony  thereof,  or  any  foreign  government.  (From  the 
charter  of  the  Carnegie  Company,  a  New  Jersey  corporation.) 

Form  945. 

GOVERNMENTAL  CONTRACTS,   CONCESSIONS  AND 
FRANCHISES. 

To  enter  into  contracts  or  arrangements  with  any  government  or  authority 
national,  state,  municipal,  local  or  otherwise,  conducive  to  any  of  the  pur- 
poses of  this  corporation,  and  to  obtain  from  such  government  or  authority 
any  and  all  rights,  easements,  privileges,  subsidies,  gifts,  franchises,  charters, 
grants,  patents  or  concessions  relating  to  or  for  the  promotion  or  protection 
of  such  purposes;  to  carry  out,  exercise,  comply  with  and  enforce  the  same; 
to  sell,  lease,  or  otherwise  dispose  of  the  same  or  any  interest  therein  to 
others,  where  such  sale,  lease  or  disposal  shall  be  lawful  under  the  laws  of 
the  governmental  power  granting  the  same. 

Form  946. 
POWER  TO  CONTRACT. 

To  make  and  perform  contracts  of  any  kind  and  description,  and  in 
carrying  on  its  business,  or  for  the  purpose  of  attaining  or  furthering  any 
of  its  objects,  to  do  any  and  all  things  which  a  copartnership  or  natural 
person  could  do  and  exercise,  and  which  now  or  hereafter  may  be  author- 
ized by  law.  (From  the  charter  of  the  Pennsylvania  Steel  Company,  a 
New  Jersey  corporation.) 

Form  947. 
POWER  TO  ACQUIRE  AND  HOLD  PROPERTY. 

To  acquire,  own  and  hold  such  real  and  personal  property  as  may  be 
necessary  or  convenient  for  the  transaction  of  its  business.  (From  the 
charter  of  the  Northern  Securities  Company,  a  New  Jersey  corporation.) 


GENERAL  OBJECT  CLAUSES.  541 

Form  948. 
POWER  TO  AID  OTHER  CORPORATIONS. 

To  aid  in  any  manner  any  corporation  or  association  of  which  any 
bonds,  or  othei  securities  or  evidences  of  indebtedness  or  stock  are  held  by 
the  corporation,  and  to  do  all  acts  and  things  designed  to  protect,  pre- 
serve, improve  or  enhance  the  value  of  any  such  bonds  or  other  securities 
or  evidences  of  indebtedness  or  stock.  (From  the  charter  of  the  Northern 
Securities    Company,    a    New    Jersey    corporation.) 

Form  949. 

POWER  TO  AID   OTHER   CORPORATIONS   (ANOTHER 

FORM). 

To  hold  for  investment,  or  otherwise  to  use,  sell  or  dispose  of,  any 
stock,  bonds  or  other  obligations  of  any  such  other  corporation ;  to  aid  in 
any  manner  any  corporation  whose  stocks,  bonds  or  other  obligations  are  held 
or  in  any  manner  guaranteed  by  the  company,  and  to  do  any  other  acts 
or  things  for  the  preservation,  protection,  improvement  or  enhance- 
ment of  the  value  of  any  such  stock,  bonds  or  other  obligations,  or  to  do 
any  acts  or  things  designed  for  that  purpose.  (From  the  charter  of 
the  United  States  Steel  Corporation,  a  New  Jersey  corporation.) 

Form  950. 
POWER  TO  GUARANTEE. 

To  guarantee  any  dividends,  or  bonds,  or  contracts,  or  other  ol)liga- 
tions.  (From  the  charter  of  the  United  States  Steel  Corporation,  a  New 
.Jersey  corporation.) 

Form  951. 
POWER  TO  GUARANTY. 

To  guarantee  the  payment  of  dividends,  or  interest  on  any  shares  of 
stock,  bonds,  debentures  or  other  securities  or  obligations  of  this  or  any 
other  company,  whenever,  in  the  judgment  of  the  board  of  directors, 
proper  or  necessary  for  the  business  of  the  company.  (From  the  charter 
of   the   Carnegie   Company,   a   New   Jersey   corjjoration.) 

See  Cook  on  Corporations,  §§267,  774-775;   Clark  &  M.,  Corp.,  §184. 

Form  952. 
PAYMENT  OF  PRELIMINARY  EXPENSES. 

That  the  directors  of  the  company  may  pay  out  of  the  funds  of  the 
company  all  expenses  of  or  incidental  to  the  formation,  registration  and 
advertising  of  the  company,  and  remunerate  any  person  or  com])any  for 
services  rendered  in  the  placing  of  the  shares  in  the  company's  capital,  or 
any  debentures  or  other  securities  of  the  company,  or  in  or  about  the  for- 
mation  or   promotion   of   the   company   or   the   conduct   of   its  business. 

See  Cook  on  Corporations,  §707;  Clark  &  M.,  Corp.,  §§99-111. 


542      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  953. 
REMUNERATION  OF  PROMOTERS. 

To  remunerate  any  person,  firm,  syndicate,  association  or  corporation 
for  services  rendered  or  to  be  rendered,  directly  or  indirectly,  in  selling, 
placing  or  guaranteeing  the  selling  or  placing  of  any  shares  of  the  capi- 
tal stock,  bonds,  debentures  or  other  securities  issued,  owned  or  con- 
trolled by  the  corporation,  or  by  any  other  corporation  in  which  it  is 
interested,  or  in  or  about  the  formation,  promotion  or  operation  of  the 
corporation,  or  in  the  conduct  of  its  business  and  affairs  or  the  protection 
of  its  property  and  interests,  either  in  cash,  stock,  bonds  or  other  securi- 
ties, commissions,  or  otherwise. 

See  Cook  on  Corporations,  §§38,  657,  705-707;  Clark  &  M.,  Corp.,  §  i03. 

Form  954. 
TO  REMUNERATE  PROMOTERS. 

To  remunerate  any  person  or  company  for  services  rendered,  or  to  be 
rendered,  in  placing  or  assisting  to  place  or  guaranteeing  the  placing 
of  any  of  the  shares  in  the  company's  capital,  or  any  debentures  or  other 
securities  of.  the  company  or  in  or  about  the  formation  or  promotion  of 
the  company  or  the  conduct  of  its  business,  and  to  repay  to  any  person 
or  persons,  or  body  or  bodies  corporate,  any  moneys  advanced  or  paid 
or  liabilities  incurred  in  connection  with  such  formation  or  promotion 
of  such  company  or  the  conduct  of  its  business,  or  for  the  purpose  of  the 
acquisition  of  any  property,  real  or  personal,  whatever,  for  or  for  the 
benefit  of  such  company,  whether  such  moneys  were  advanced  or  paid 
or  such  liabilities  incurred  or  property  acquired  before  or  after  the 
incorporation  of  the  company,  and  whether  or  not  such  property  was 
acquired  by  the  company,  and  also  to  accept,  take  over,  purchase  or 
otherwise  acquire  in  the  name  of  the  company  any  such  property.  To 
do  all  or  any  of  the  above  things  either  alone,  or  in  connection  with 
others,  and  either  as  principal  or  agent  and  either  by  itself  or  any  sub- 
contractors, agents,  or  otherwise,  and  either  in.  the  Province  of  British 
Columbia,  the  Dominion  of  Canada,  the  United  States  of  America,  or 
elsewhere  in  British  Dominions,  or  as  may  be  determined  by  the  company. 

See  note  to  preceding  form. 

Form  955. 
GENERAL  POWER  CLAUSE. 

In  general,  but  in  connection  with  the  foregoing,  the  company  may 
carry  on  any  other  Vjusiness,  whether  manufacturing  or  mining,  or  other- 
wise, and  have  and  exercise  all  the  powers  conferred  by  the  laws  of  New- 
Jersey  upon  corporations  formed  under  the  act  hereinafter  referred 
to  as  the  general  corporation  act;  it  being  hereby  expressly  provided  that  the 
foregoing  enumeration  of  specific  powers  shall  not  be  held  to  limit  or 
restrict  in  any  manner  the  general  powers  of  the  company.  (From  the 
charter  of  the  Carnegie  Company,  a  New  Jersey  corporation.) 


GENERAL  OBJECT  CLAUSES.        543 

Form  956. 
GENERAL  POWER  CLAUSE  (ANOTHER  FORM). 

For  the  jjiirpose  of  attaining  or  furthering  any  of  its  objects,  to  do 
any  and  all  other  acts  and  things,  and  to  exercise  any  and  all  other  powers 
which  a  copartnership  or  natural  person  could  do  and  exercise,  and  which 
now  or  hereafter  may  be  authorized  by  law.  (From  the  charter  of  the 
United  States  Steel  Corporation,  a  New  Jersey  corporation.) 

Form  957. 

GENERAL  WORDS  TO  FOLLOW  SPECIFIC   OBJECT 

CLAUSES. 

The  business  or  purposes  of  the  Company  is  from  time  to  time  to  do 
any  one  or  more  of  the  acts  and  things  herein  set  forth.  (From  the  charter 
of  the  Northern  Securities  Company,  a  New  Jersey  corporation.) 

Form  958. 
GENERAL  OBJECT  CLAUSE. 

Without  in  any  particular  limiting  or  restricting  any  of  the  objects 
and  powers  of  the  corporation,  it  is  hereby  expressly  declared  and  pro- 
vided that  the  corporation  shall  have  power  to  issue  bonds  and  other 
obligations,  and  shares  of  its  capital  stock,  in  payment  for  property 
purchased  or  acquired  by  it,  or  for  any  other  lawful  object  in  and  about 
its  business;  to  mortgage  or  pledge  any  stocks,  bonds  or  other  obliga- 
tions, or  any  property  which  may  be  acquired  by  it;  to  secure  any  bonds, 
guarantees  or  other  obligations  by  it  issued  or  incurred;  to  guarantee  any 
dividends,  or  bonds  or  contracts,  or  other  obligations;  to  make  and  per- 
form contracts  of  every  kind  and  description;  and  in  carrying  on  its 
business,  or  for  the  purpose  of  attaining  or  furthering  any  of  its  objects 
or  purposes,  to  do  any  and  all  other  things  and  exercise  any  and  all 
other  powers  which  a  copartnership  or  natural  person  could  do  and 
exercise,  or  which  now  or  hereafter  may  be  authorized  by  law.  (From 
the  charter  of  the  Pennsylvania  Steel  Company,  a  New  Jersey  corporation.) 

Form  959. 
PRELIMINARY  INTERPRETATION  CLAUSE. 

Tn   furtherance,   and  not   in  limitation   of  the   general   powers   conferred 

by  the  laws  of  the  State  of ,  and  by  the  principles  of  the  common 

law,  upon  corporations  organized  under  the  provisions  of  law  authorizing 
the  formation  of  this  corporation,  and  of  the  purposes  and  powers  herein- 
before stated,  the  corporation  shall  also  have  the  following  purposes 
and  powers,  it  being  expressly  provided  that  the  enumeration  of  specific 
powers  shall  not  be  construed  to  limit  or  restrict  in  any  manner  the 
aforesaid   general   powers   of  the   corporation. 

See  Cook  on  Corporations,  §2;  Clark  &  M.,  Corp.,  §§  127-128. 


544       CORPORATION  FORMS  AND  PRECEDENTS. 

Form  960. 
MISCELLANEOUS  PURPOSES  BROADLY  STATED. 

To  carry  on,  and  license  others  to  carry  on  all  or  any  part  of  the 
several  businesses  enumerated  in  this  paragraph,  to  wit:  the  business 
of  manufacturers,  merchants,  traders,  importers,  exporters,  and  dealers 
in  and  with  goods,  wares,  and  merchandise  of  every  description;  of 
establishing,  financing,  developing,  managing,  operating  and  carrying  on 
industrial,  commercial,  trading,  manufacturing,  mechanical,  metallurgical, 
engineering,  building,  construction,  contracting,  mining,  smelting,  quarry- 
ing, refining,  chemical,  ice,  real  estate,  logging,  lumbering,  agricultural, 
plantation,  dairying  and  maritime  enterprises,  undertakings,  propositions, 
concessions  or  franchises  in  all  their  respective  branches,  of  constructing, 
equipping,  improving,  working,  developing,  purchasing,  selling,  leasing, 
hiring,  mortgaging,  operating,  and  dealing  in  and  with  public  and 
quasi-public  and  development  works  and  conveniences,  including  docks, 
harbors,  piers,  wharves,  canals,  reservoirs,  embankments  and  improvements; 
sewage,  drainage,  sanitary  and  other  engineering  works;  water,  steam, 
water  power,  water  supply  and  refrigerating  plants;  warehouses,  markets, 
buildings,  tunnels,  bridges,  conduits,  viaducts  and  other  works  and  con- 
veniences of  public  or  quasi-public  use  or  utility;  of  purchasing  or  other- 
wise acquiring,  maintaining,  selling,  pledging,  mortgaging,  leasing,  hir- 
ing and  fulfilling  any  contracts,  franchises  or  concessions  for  or  in  relation 
to  the  construction,  execution,  equipment,  improvement,  management,  opera- 
tion or  control  of  such  works,  and  of  undertaking,  executing,  carrying 
out,  disposing  of,  or  otherwise  turning  to  account  the  same;  and  also, 
80  far  as  necessary  or  incidental  to,  or  connected  with  any  one  or  more 
or  all  of  the  corporate  purposes,  to  undertake  any  lawful  business  trans- 
action or  operation  undertaken  or  carried  on  by  capitalists,  or  financiers, 
and  to  carry  on  a  general  financial  business  and  financial  operations  of 
all  kinds. 

Form  961. 

TRANSPORTATION,     TELEGRAPH,     TELEPHONE,     GAS 
AND  ELECTRICAL  BUSINESS. 

To  construct,  maintain,  own,  lease  and  operate  railroads  and  tramways 
to  be  worked  by  steam,  electricity  or  any  other  motive  power,  pneumatic 
tubes,  pipe  lines  and  other  devices  for  the  transmission  and  delivery  of 
mails  and  parcels  and  other  articles,  and  of  freight  or  passengers ;  to  own, 
lease,  and  operate  express  lines;  to  construct,  maintain,  own,  lease  and 
operate  station  houses,  depots,  warehouses,  terminals,  terminal  facili- 
ties, ferries,  hotels,  restaurants,  theatres  and  other  places  of  amuse- 
ment or  recreation,  parks,  gardens,  pavilions,  steamboats  and  other  ves- 
sels, and  to  conduct  a  general  transportation  business  by  land  and  by 
water,  in  all  its  branches;  to  construct,  maintain,  own,  lease  and  operate 
telegraphs  and  telephones;  to  make,  generate,  sell,  distribute  and  supply 
gas  and  electricity,  or  both,  for  lighting,  heating,  manufacturing  or 
mechanical  purposes,  or  for  either  or  any  of  such  purposes,  and  to  conduct 
a  general  telegraph,  telephone,  gas  and  electrical  business,  or  either  or 
any  of  them  in   all  their  branches. 


GENERAL  OBJECT  CLAUSES.  545 

Form  962.  , 

AUXILIARY  AND  ADDITIONAL  PURPOSES  AND 
POWERS. 

Without  in  auy  particular  limiting  any  of  the  objects,  or  purposes  or 
powers  of  the  corporation,  the  business  or  purposes  of  the  company  shall 
be  from  time  to  time  to  do  any  one  or  more  or  all  of  the  acts  and  things 
herein  set  forth,  and  all  such  other  acts,  things  and  business  or  businesses 
in  any  manner  connected  therewith,  or  necessary,  incidental,  convenient 
or  auxiliary  thereto,  or  calculated  directly  or  indirectly  to  promote  the 
interests  of  the  corporation  or  enhance  the  value  of  or  render  profitable 
any  of  its  property  or  rights,  as  such  a  corporation  may  lawfully  do; 
and  in  carrying  on  its  business,  or  for  the  purpose  of  attaining  or 
furthering  any  of  its  objects,  to  do  any  and  all  acts  and  things,  and  to 
exercise  any  and  all  other  powers  which  a  co-partnership  or  natural 
person  could  do  and  exercise,  and  which  now  or  hereafter  may  be  au- 
thorized by  law,  and  either  as,  or  by  and  through  principals,  agents,  at- 
torneys, trustees,  contractors,  factors,  lessors,  lessees,  or  otherwise,  either 
alone  or  in  conjunction  with  others  and  in  any  part  of  the  world;  and  in 
addition  to  have  and  to  exercise  all  the  rights,  powers  and  privileges 
now  or  hereafter  belonging  to  or  conferred  upon  corporations  organized 
under  the  provisions  of  the  law  authorizing  the  formation  of  such  cor- 
porations. 

Form  963. 
CLAUSES  TO  BE  REGARDED  AS  INDEPENDENT. 

The  several  clauses  contained  in  this  statement  of  purposes  shall  be 
construed  as  both  purposes  and  powers,  and. the  statements  contained  in 
each  clause,  shall,  except  where  otherwise  expressed,  be  in  no  wise  limited 
or  restricted  by  reference  to  or  inference  from  the  terms  of  any  other 
clause,  but  shall  be  regarded  as  independent  purposes  and  powers. 

Form  964. 
FINAL  INTERPRETATION  CLAUSE  (MAINE). 

Provided,  however,  that  nothing  herein  contained  shall  be  construed  to 
authorize  the  corporation  to  transact  business  in  any  other  state,  territory 
or  country  contrary  to  the  provisions  of  the  laws  thereof,  and  that  nothing 
in  these  purposes  shall  be  construed  to  authorize  the  corporation  to  con- 
duct the  business  of  banking,  insurance,  savings  banks,  trust  companies  or 
of  corporations  intended  to  derive  profit  from  the  loan  or  use  of  money, 
or  of  safe  deposit  companies,  includiHg  the  renting  of  safes  in  burglar- 
proof  and  fire-proof  vaults.  Provided,  also,  that  before  it  shall  conduct 
a  telephone,  telegraph,  gas  or  electrical  business,  or  either  of  them  in 
any  city  or  town  within  the  State  of  Maine,  it  shall  acquire  by  legislative 
act  the  right  so  to  operate  within  such  city  or  town,  and  such  businesses 
before  such  act,  and  the  construction  and  operation  of  railroads  or 
aiding   in   the   construction   thereof,   are   to   be   carried   on   only   in   other 


546       CORPORATION  FORMS  AND  PRECEDENTS. 

states    and    jurisdictions    when    and    where    permissible    under    the    laws 
thereof. 

The  above  clause  may  be  adapted  to  the  different  state  statutes  pro- 
hibiting the  organization  under  the  general  incorporation  laws  of  certain 
classes  of  corporations. 

Form  965. 
GENERAL  INTERPRETATION  CLAUSE. 

The  foregoing  clauses  shall  be  construed  both  as  objects  and  powers,  but 
no  recitation,  expression  or  declaration  of  specific  or  special  powers  or 
purposes  herein  enumerated  shall  be  deemed  to  be  exclusive;  but  it  is 
hereby  expressly  declared  that  all  other  lawful  powers  not  inconsistent 
therewith   are   hereby   included. 

Form  966. 

RESERVATION  OF  POWER  TO  AMEND,  ALTER  OR  RE- 
PEAL PROVISIONS  OF  CERTIFICATE  OF 
INCORPORATION. 

The  corporation  reserves  the  right  to  amend,  alter,  enlarge,  change  in 
any  way  or  repeal  any  provision  contained  in  this  certificate  of  incor- 
poration, in  the  manner  now  or  hereafter  authorized,  permitted  or  pre- 
scribed by  statute,  and  all  rights,  powers,  privileges  and  restrictions  con- 
ferred on  stockholders  herein  are  granted  subject  to  this  reservation, 
except  that  there  shall  be  no  change  in  the  per  centum,  cumulation  or 
time   of   payment    of    dividends   upon   the   preferred   stock. 

See  Cook  on   Corporations,   §§492-503;   Clark  &  M.,  Corp.,   §§57,  58. 

Form  967. 

RESERVATION  OF  RIGHT  TO  AMEND,  ALTER  OR  RE- 
PEAL CERTIFICATE  OF  INCORPORATION. 

Any  and  all  of  the  rights,  powers,  privileges  or  restrictions  in  this 
Certificate  of  Incorporation  granted  and  contained,  conferred  or  imposed 
may  be  enlarged,  amended,  altered,  changed  in  any  manner  and  to  any 
extent,  or  repealed  by  a  certificate  of  amendment  made,  executed,  author- 
ized and  filed  in  any  manner  now  or  hereafter  permitted  or  authorized  by 
the  laws  of  the  State  of  

See  note  to  preceding  form. 


CHAPTER  V. 

REGULATING  CLAUSES. 

Form  968. 
ACCOUNTS. 

The  directors'  shall  cause  true  accounts  to  be  kept  of  the  sums  of  money 
received  and  expended  by  the  company, 'and  the  matters  in  respect  of 
which  such  receipts  and  expenditures  take  place,  and  of  the  assets,  cre<lits 
and  liabilities  of  the  company.  The  books  of  account  shall  be  kept  at  the 
principal  office  of  the  company,  or  at  such  other  place  or  places  as  the 
directors  think  fit. 

Form  969. 
AUDITING  ACCOUNTS. 

Once  in  every  year  (except  the  year )  the  accounts  of  th3  com- 
pany shall  be  examined,  and  the  correctness  of  the  profit  and  loss  account 
and  balance  sheet  ascertained  by  one  or  more  auditor  or  auditors.  The 
first  auditor  or  auditors  shall  be  appointed  by  the  directors;  subsequent  audi- 
tors shall  be  appointed  by  the  company  at  the  annual  stockholders'  meeting 
in  each  year.  The  remuneration  of  the  first  auditors  shall  be  fixed  by  the 
directors,  but  of  subsequent  auditors  by  the  company  at  a  duly  convened 
meeting  of  the  stockholders.  Any  auditor  quitting  office  shall  be  eligible 
for  reelection.  If  one  auditor  only  is  appointed  all  the  provisions  herein 
contained  relating  to  auditors  shall  apply  to  him.  The  auditors  may  be  stock- 
holders of  the  company,  but  no  person  shall  be  eligible  as  an  auditor  who  is 
interested  (otherwise  than  as  a  stockholder  of  the  company)  in  any  trans- 
action thereof,  and  no  director  or  other  officer  shall  be  eligible  during  his 
continuance  in  office.  If  any  casual  vacancy  occurs  in  the  office  of  auditor 
the  directors  shall  forthwith  fill  up  same.  The  auditors  shall  be  supplied 
with  copies  of  the  profit  and  loss  account  and  balance  sheet  intended  to  be 
laid  before  the  company  at  a  directors'  meeting  seven  days  at  least  before  the 
meeting  to  which  the  same  are  to  be  submitted,  and  it  shall  be  their 
duty  to  examine  the  same  with  the  accounts  and  vouchers  relating  thereto, 
and  to  report  thereon.  The  auditors  shall  at  all  reasonable  times  have 
access  to  the  books  and  accounts  of  the  company,  and  they  may  in  relation 
thereto  examine  the  directors  or  other  officers  of  the  company.  Every 
account  of  the  directors,  when  audited  and  approved  at  a  duly  convened 
stockholders'  meeting,  shall  be  conclusive,  except  as  regards  any  error 
discovered  therein  within  three  months  next  after  the  approval  thereof. 
"Whenever  such  error  '^^  discovered  within  tliat  period  the  account  shall 
forthwith   be   corrected   and    thenceforth   shall    be   conclusive. 

See  Cook  on  Corporations,  §§  10,  550. 

547 


548       CORPORATION  FORMS  AND  PRECEDENTS. 

Form  970. 
AUDITORS. 

Once  at  least  in  every  year  all  accounts  of  the  Company  shall  be  ex- 
amined and  the  correctness  thereof  ascertained  by  one  or  more  auditors,  of 
whom  at  least  one  shall  be  a  professional  accountant.  The  Company  shall 
at  every  annual  meeting  of  the  stockholders  elect  auditors  to  hold  office  until 
the  next  annual  meeting,  and  shall  fix  their  compensation.  The  directors 
may  before  the  first  regular  annual  meeting  of  the  stockholders  appoint 
the  first  auditors  and  fix  their  compensation.  Such  auditors  shall  hold 
office  until  the  first  regular  annual  meeting  of  stockholder.s  unless  pre- 
viously removed  by  a  resolution  of  the  board  of  directors  at  a  regular 
meeting,  in  which  case  the  board  of  directors  may  at  such  meeting  appoint 
auditors.  The  directors  may  fill  any  vacancies  occurring  in  the  office 
of  auditors,  and  may  fix  the  compensation  of  any  auditor  so  appointed, 
but  while  any  such  vacancy  continues,  the  surviving  or  continuing  auditor 
or  auditors  may  act.  j\'o  directors  or  other  officer  of  the  company  sliall 
be  eligible  as  an  auditor  nor  shall  any  person  who  is  interested  othcrvviao 
than  as  a  stockholder  in  any  transaction  of  the  company.  Every  auditor 
shall  have  right  of  access  at  all  times  to  the  books  and  accounts  and 
vouchers  of  the  corporation  and  shall  be  entitled  to  require  from  the 
directors  and  other  officers  of  the  company  such  information  and  explana- 
tion as  may  be  necessary  for  the  performance  of  the  duties  of  the  auditors. 
The  auditors  shall  sign  a  certificate  at  the  foot  of  the  balance  sheet  stat- 
ing whether  or  not  all  their  requirements  as  auditors  have  been  com- 
plied with,  and  shall  make  a  report  to  the  stockholders  on  the  accounts 
examined  by  them  and  on  every  balance  sheet  laid  before  the  stockholders' 
meeting  during  their  term  of  office  and  in  every  such  report  they  shall 
state  whether  in  their  opinion  the  balance  sheet  referred  to  in  the  report, 
is  properly  drawn  up  so  as  to  exhibit  a  true  and  correct  view  of  the  affairs 
of  the  company  as  shown  by  its  books,  and  such  report  shall  be  laid  before 
the  stockholders  at  the  regular  annual  meeting. 

See  Cook  on  Corporations,   §§  10,  550. 

Form  971. 
BALANCE  SHEET. 

At  the  annual  meeting  of  the  stockholders  in  every  year,  but  not  at  tlie 
first  annual  meeting,  the  directors  shall  lay  before  the  Company  a  profit 
and  loss  account,  and  a  balance  sheet  containing  a  summary  of  the  prop- 
erty and  liabilities  of  the  Company,  made  up  to  a  date  not  more  than 
one  month  before  the  meeting,  from  the  time  when  the  last  preceding 
account  and  balance  sheet  were  made  up,  or,  in  case  of  the  first  account 
and  balance  sheet,  from  the  incorporation  of  the  Company.  Every  such 
balance-sheet  shall  be  accompanied  by  a  report  of  the  directors  as  to  the 
state  and  condition  of  the  company,  and  as  to  the  amount  which  they 
propose  to  be  paid  out  of  the  profits  by  way  of  dividend  or  bonus  to  the 
members,  and  the  amount,  if  any,  which  they  propose  to  carry  to  the  reserve 
fund,  according  to  the  provisions  in  that  behalf  hereinbefore  contained; 
and  the  account,  report  and  balance-sheet  shall  be  signed  by  two  directors 
and  countersigned  by  the  secretary. 


REGULATING  CLAUSES.  549 

rorm  972. 
POWER  TO  CLOSE  TRANSFER-BOOKS. 

The  transfer  books  of  the  corporation  may  be  closed  by  order  of  the 
Board  of  Directors  or  the  Executive  Committee  for  thirty  days,  or  any 
shorter  time,  before  any  meeting  of  stockholders,  and  until  the  day  after 
the  final   adjournment  of  such   meeting. 

(The  closing  of  the  transfer  books  is  usually  provided  for  by  the 
by- laws.) 

Sec;  as  to  the  power  to  close  transfer-books.  Cook  on  Corporations, 
§§539-540,  (ill. 

Form  973. 
POWER  TO  EXAMINE  BOOKS  AND  ACCOUNTS. 

The  board  of  directors  from  time  to  time  shall  determine  whether  and 
to  what  extent,  and  at  what  time  or  times,  and  at  what  place  or  places  and 
under  what  conditions  and  regulations,  the  accounts  and  books  of  the 
corporation,  or  any  of  them,  shall  be  open  to  the  inspection  of  the  stock- 
holders, and  no  stockholder  shall  have  any  right  to  inspect  any  account 
or  book  or  document,  except  as  conferred  by  statute,  or  authorized  by  the 
board  of  directors  or  by  a  resolution  of  the  stockholders.  (From  the 
charters  of  the  United  States  Steel  Corporation  and  the  Allis-Chalmers 
Company,  New  Jersey  corporations.) 

See  as  to  right  to  examine  books,  Cook  on  Corporations,  §§511-519; 
Clark  &  M.,  Corp.,  §§  530-533. 

Form  974. 
EXAMINATION  OF  BOOKS  BY  STOCKHOLDERS. 

The  books  and  records  of  the  corporation  shall  be  open  to  the  inspection 
of  the  stockholders  during  business  hours,  subject  to  all  reasonable  regula- 
tions made  by  the  Board  of  Directors. 

Form  975. 
STOCK  TRANSFERS  AND  STOCK  CERTIFICATES. 

A  stock  transfer  book  shall  be  provided  in  such  form  as  the  board  of 
directors  may  approve  of,  and  all  transfers  of  stock  in  the  capital  of 
the  company  shall  be  made  in  such  book,  and  shall  be  signed  by  the  trans- 
ferror, or  by  his  attorney,  duly  appointed  in  writing,  and  the  transfer  shall 
be  accepted  by  the  transferee,  or  his  attorney,  duly  appointed  in  writing. 
Stock  certificates  shall  be  in  such  form  as  the  board  may  approve  of,  and 
shall  be  under  the  seal  of  the  company,  and  shall  be  signed  by  the  president, 
or  vice-president  and  the  secretary.  The  said  stock  transfer  book  shall  be 
kept  at  the  office  of  the  Company,  who  shall  register  all  transfers  of  stock. 

See  Cook  on  Corporations,  §§254-256,  374-382,  486-490;  Clark  &  M., 
Corp.,   §§424-436. 


550      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  976. 
RECOGNITION  OF  STOCKHOLDER. 

Save  as  herein  otherwise  provided  the  company  shall  be  entitled  to  treat 
the  registered  holder  of  any  share  as  the  absolute  owner  thereof,  and 
accordingly  shall  not,  except  as  ordered  by  a  Court  of  competent  juris- 
diction or  as  by  statute  required,  be  bound  to  recognize  any  equitable  or 
other  claim  to  or  interest  in  such  share  on  the  part  of  any  other  person. 
The  intention  of  the  above  clause  is  to  enable  the  company  to  look  to 
the  registered  holder  of  shares  and  deal  with  him  exclusively  with  regard  to 
any  notice  that  may  be  given  to  the  company  of  any  equitable  claims  on 
the  part  of  outsiders,  unless  these  claims  are  recognized  by  the  regulations 
as  in  the  case  of  executors,  etc.  Societe  Generale  v.  Walker  (1885),  11 
App.  Cas.  20,  30.  This  clause  does  not  prevent  a  person  equitably  inter- 
ested in  shares  from  procuring  the  intervention  of  the  Court  to  protect 
his  rights.  Binney  v.  Inee  Hall  Coal  Co.  (1866),  35  L.  J.  Ch.  363.  The 
company  was  held  entitled  to  disregard  notice  to  equities  in  New  Lon- 
don and  Brazilian  Co.  v.  Brocklebank  (1882),  21  Ch.  D.  302;  Miles  v.  New 
Zealand,  etc..  Co.,  [1886]  32  Ch.  D.  263;  Ee  Perkins,  24  q.B.D.  613.  A 
company  need  not  register  a  person  as  a  member  under  a  transfer  of 
shares  of  which  they  have  any  doubt,  but  can  leave  the  transferee  ta  come 
to  Court  to  make  out  his  title.  Bahia  and  San  Francisco  Kailway  (1868), 
L.  E.  3  Q.  B.  597. 

Form  977. 
TRANSMISSION  OF  STOCK  ON  DEATH. 

Any  person  entitled  to  share  in  consequence  of  the  death  of  any  stock- 
holder upon  producing  such  evidence  that  he  sustains  the  character  in 
respect  of  which  he  proposes  to  act  under  this  clause  or  of  his  title  as  the 
directors  think  sufficient  may,  with  the  consent  of  the  directors  (which 
they  shall  not  be  under  any  obligation  to  give),  be  registered  as  a  stock- 
holder in  respect  of  such  shares  or  may  subject  to  the  regulations  as  to 
transfers  hereinbefore  contained,  transfer  such  shares. 

See  Cook  on  Corporations,  §§248,  322,  397,  398;  Clark  &  M.,  Corp., 
§§  600b-601. 

Form  978. 

GIVING  CONTINUING  SHAREHOLDERS  RIGHT  TO  PUR- 
CHASE SHARES  OF  RETIRING  SHAREHOLDER. 

(1)  That  save  as  hereinafter  provided,  no  share  or  interest  in  the 
company  shall  at  any  time  be  transferred  to  any  person  not  already  a 
shareholder,  so  long  as  any  shareholder  is  willing  to  purchase  said  share 
or  interest  at  the  prescribed  price.  (2)  That  in  order  to  ascertain  whether 
any  shareholder  is  willing  to  purchase  any  such  share  or  interest,  the 
person,  whether  a  shareholder  of  the  company  or  not,  proposing  to  transfer 
the  same,  hereinafter  called  the  "retiring  shareholder,"  shall  give  notice 
in  writing  to  the  company  that  he  desires  to  transfer  the  same,  and  such 
notice  shall  constitute  the  company  his  agent  for  the  sale  of  the  share  or 
other  interest  to  any  shareholder  of  the  company  at  the  prescribed  price. 
(3)  That  if  the  company  shall  within  the  space  of  thirty  days  after  such 
notice  find  a  shareholder  desiring  to  purchase  such  share  or  interest, 
hereinafter    called    the    "purchasing   shareholder,"    and    shall   give   notice 


REGULATING  CLAUSES.  551 

(hereof  to  the  retiring  sliareholder,  he  shall  be  bound  at  such  time  within 
fifteen  days  thereafter  as  the  company  shall  appoint  upon  payment  of  the 
prescribed  price,  to  transfer  such  share  or  interest  to  the  purchasing  share- 
holder. (4)  That  if  in  any  case  the  retiring  shareholder  after  becoming 
bound  as  aforesaid,  makes  default  in  transferring  such  share  or  interest, 
the  company  may  receive  the  purchase  money  and  shall  thereupon  cause 
the  name  of  the  purchasing  shareliolder  to  be  entered  upon  the  register  as 
the  holder  of  such  share  or  interest,  and  shall  hold  the  purchase  money 
in  trust  for  the  retiring  shareholder,  bis  executors,  administrators  or 
assigns,  and  the  receipt  of  the  company  for  the  purchase  money  shall  be 
a  good  discharge  to  thp  purchasing  shareholder,  and  he  shall  not  be  bound 
to  see  to  the  application  thereof,  and  after  the  name  of  the  purchasing 
shareholder  has  been  entered  in  the  register  in  purported  exercise  of  the 
aforesaid  power,  the  validity  of  the  proceedings  shall  not  be  questioned  by 
any  j)erson,  and  the  purchasing  sliareholder  siiall  be  deemed  and  taken 
to  be  the  owner  of  the  said  share  or  interest.  (5)  That  the  proscribed  price 
shall  mean  the  amount  paid  in  on  such  share  or  interest,  plus  the  propor- 
tionate part  of  undivided  profits,  not  including  contingent  fund  shown  by 
the  annual  balance  sheet  of  the  company  next  prior  to  the  giving  of  such 
notice,  provided  that  if  instead  of  there  being  undivided  profits  such 
balance  sheet  shows  an  impairment  of  capital  of  the  said  company,  then 
the  proportionate  part  of  such  impairment  shall  be  deducted  from  the 
amount  paid  in  upon  such  share  or  interest  in  ascertaining  such  prescribed 
price.  (6)  That  the  company  shall  in  all  cases  of  receiving  notice  of 
desire  to  sell  stock  as  aforesaid,  allow  the  other  shareholders  the  opnor- 
tunity  to  take  same  in  proportion  to  their  resi)ective  holdings  of  stock 
in  the  company,  making  all  necessary  adjustments  to  avoid  fractions  of 
shares,  and  for  that  purpose  giving  the  preference  in  all  cases  to  share- 
holders who  have  the  largest  holdings. 

In  some  states  the  validity  of  such  a  provision  is  doubtful.  See  Cook 
on  Corporations,  §§334,  622,  622a;  Clark  &  M.,  Corp.,  §S  559,  561.  The 
foregoing  which  is  an  English  form  is  given  for  the  purpose  of  illustra- 
tion and  adaptation. 

Form  979. 
SHARES  JOINTLY  REGISTERED. 

The  certificates  of  shares  registered  in  the  iiames  of  two  or  more  per- 
sons shall  be  delivered  to  the  person  first  named  on  the  register.  The 
joint  holders  of  a  share  shall  be  severally  as  well  as  jointly  liable  for 
the  payment   of    all    instalments   and   calls   due   in   respect   of   such   share. 

Tn  the  absence  of  such  a  clause  the  liability  is  joint  only.  Hill's  case 
(1874),  L.  R.  20  Eq.  585. 

See  Cook  on  Corporations,   §§  252,  308,  320,  612. 

Form  980. 

CONTROL  OF  DIRECTORS  OVER  CAPITAL  STOCK  AND 

DIVIDENDS. 

The  Board  of  Directors  shall  have  power  from  time  to  time  to  fix  and  to 
determine  and  to  vary  the  amount  of  the  working  capital  of  the  Corporation; 
to  determine  whether  any,  and,  if  any,  what  part  of  any,  accumulated  profits 
shall   be    declared    in    dividends   and   paid    to    the   stockholders;    to    deter- 


552   CORPORATION  FORMS  AND  PRECEDENTS. 

mine  the  time  or  times  for  the  declaration  and  the  payment  of  divi- 
dends; and  to  direct  and  to  determine  the  use  and  disposition  of  any 
surplus  or  net  profits  over  and  above  the  capital  stock  paid  in;  and 
in  its  discretion  the  Board  of  Directors  may  use  and  apply  any  such 
surplus  or  accumulated  profits  in  purchasing  or  acquiring  its  bonds  or 
other  obligations,  or  shares  of  the  capital  stock  of  the  Corporation,  to 
such  extent  and  in  such  manner  and  upon  such  terms  as  the  Board  of 
Directors  shall  deem  expedient;  but  shares  of  such  capital  stock  so 
purchased  and  acquired  may  be  resold,  unless  such  shares  shall  have 
been  retired  for  the  purpose  of  decreasing  the  capital  stock  of  the  Cor- 
poration to  the  extent  authorized  by  law.  (From  charter  of  United 
States  Steel  Corporation,  a   New  Jersey  corporation.) 

See  generally  as  to  the  declaration  of  divij.lends  by  directors,  Cook  on 
Corporations,  §545;   Clark  &  M.,  Corp.,  §§516-529. 

Form  981. 
CHANGE  OF  STOCK  ISSUE. 

Whenever  the  capital  by  reason  of  the  issue  of  preferred  shares  or 
otherwise  is  divided  into  different  classes  of  shares,  all  or  any  of  the 
rights  and  privileges  attached  to  each  class  may  be  modified  by  agreement 
between  the  company  and  any  person  purporting  to  contract  on  behalf  of 
that  class,  provided  such  agreement  is  ratified  in  writing  by  the  holders 
of  at  least  three-fourths  of  the  issued  shares  of  the  class,  or  is  con- 
firmed by  an  extraordinary  resolution  passed  at  a  duly  convened  meeting 
of*the  holders  of  shares  of  that  class,  and  all  the  provisions  hereinafter 
contained  as  to  stockholders'  meetings  shall,  mutatis  mutandis,  apply  to 
every  such  meeting,  but  so  that  the  quorum  chereof  shall  be  members 
holding  or  representing  by  proxy  three-fourths  of  the  nominal  amount  of 
the  issued  shares  of  the  class. 

See  Cook  on  Corporations,  §§281,  290,  499-500;  Clark  &  M.,  Corp., 
§§415a,   417b. 

Form  982. 
INCREASE  OF  CAPITAL  STOCK. 

The  company  (at  a  duly  convened  stockholders'  meeting)  may,  from  time 
to  time,  increase  the  capital  by  the  creation  of  new  shares  of  such  amounts 
as  may  be  deemed  expedient.  The  new  shares  shall  be  issued  upon  such 
terms  and  conditions,  and  with  such  rights  and  privileges  annexed  thereto 
(as  the  stockholders  at  such  meeting  resolving  upon  the  creation  thereof, 
shall  direct,  and  if  no  direction  be  given)  as  the  directors  shall  determine; 
and  in  particular  such  shares  may  be  issued  with  a  preferential  or  qualified 
right  to  dividends  and  in  the  distribution  of  assets  of  the  company,  and 
with  a  special  or  without  any  right  of  voting. 

The  right  to  increase  stock  is  usually  regulated  by  statutes,  which  should 
be  consulted.     The  above  form   is  merely  suggestive. 

See  for  increase  of  capital  stock  Chapter  XXXII,  post,  and  notes. to  forms 
therein.  See  also  Cook  on  Corporations,  §§  280-298;  Clark  &  M.,  Corp., 
§§405-410. 


REGULATING  CLAUSES.  553 

Form  983. 
STATUS  OF  INCREASED  STOCK. 

Except  so  far  as  otherwise  i)rovi(lcd  by  the  conditions  of  issue,  or 
by  these  presents  the  capital  raised  by  the  creation  of  new  shares  shall 
be  considered  part  of  the  original  ordinary  capital,  and  shall  be  subject 
to  the  provisions  herein  contained  with  reference  to  the  payment  of  calls 
and  instalments,  transfer  and  transmission,  forfeiture,  liens  and  otherwise. 

See  note  to  preceding  form. 

Form  984. 

GIVING  SHAREHOLDERS  PRIOR  RIGHT  TO  SUBSCRIBE 

FOR  STOCK. 

That  save  by  the  declaration  of  stock  dividends  as  aforesaid,  no 
capital  stock  of  the  said  company,  save  and  except  the  stock  subscribed  for 
by  the  applicants  for  the  certificate  of  incorporation  on  the  occasion 
of  the  application  for  such  certificate  of  incorporation  shall,  at  any  time, 
be  issued  or  allotted,  except  upon  the  terms  of  the  then  existing  share- 
holders having  the  prior  right  to  subscribe  for  and  take  such  additional 
capital  at  par  in  proportion  to  their  holdings,  subject  to  such  regulations 
and  adjustment  as  the  directors  may  from  time  to  time  determine  upon 
with   a  view   to   avoiding   the   allotment   of   fractions   of  shares. 

See  as  to  right  of  stockholders  to  subscribe  for  increase  of  capital 
stock.    Cook    on    Corporations,    S   286;    Clark    &    M.    Corp.,    §§408-409. 

See  Form  1933,  post,  for  waiver  of  right  to  subscribe  to  increased  stock. 

Form  985. 
DISPOSITION  OF  INCREASED  STOCK. 

In  the  event  of  any  increase  of  the  capital  stock  of  the  company,  the 
shares  of  the  increased  stock  need  not  be  offered  in  the  first  instance  to 
the  stockholders  of  the  company  at  the  time  when  such  increase  becomes 
effective  in  proportion  to  the  number  of  shares  of  the  capital  stock  of 
the  company  then  held  by  them  or  at  all,  and  such  stockholders  shall 
have  no  prior  or  pre-emptive  right  to  subscribe  for  such  increased  stock 
of  the  company,  and  increased  stock  may  be  disposed  of  by  the  board 
of  directors  of  the  company  to  such  person  or  persons,  for  such  price 
or  prices,  in  such  manner,  and  on  such  terms  and  conditions  as  in  their 
absolute   judgment   and  discretion  they  may  see  fit. 

See  for  right  of  stockholders  to  subscribe  for  increased  stock.  Cook  on 
Corporations^  §286;  Clark  &  M.,  Corp.,  §§408-409;  Jones  v.  Morrison,  31 
Minn.  140;  Appeal  of  Cunningham,  108  Pa.  St.  546;  Eeal  Est.  Tr.  Co.  v. 
Bird,  90  Md.  229;  Hammond  v.  Edison  111.  Co.,  131  Mich.  79 ;•  Wall.  v.  Utah 
Copper  Co.,  70  N.  J.  Eq.  17. 

•  In  Ohio  Insurance  Co.  v.  Nunnemacher,  15  Ind.  294,  it  was  held  that 
where  in  the  charter,  directors  are  given  full  power  to  effect  an  increase 
of  the  capital  stock  of  the  Company  "on  such  terms  and  in  such  manner 
as  to  them  shall  seem  best,"  they  may  authorize  the  increase  without  the 
consent  of  the  stockholders;  that  as  to  such  increase  there  is  no  pre-emptive 
right,  and  that  accordingly,  the  newly  issued  shares  may  be  disposed  of  as 
the   directors   determine. 

See  Form  1933,  post,  for  waiver  of  right  to  subscribe  to  increased  stock. 


554       CORPORATION  FORMS  AND  PRECEDENTS.     • 

Form  986. 
REDUCTION  OF  CAPITAL  STOCK. 

The  company  may,  from  time  to  time,  by  special  resolution,  reduce  its 
capital  by  paying  off  capital  or  cancelling  capital  which  has  been  lost 
or  is  unrepresented  by  available  assets,  or  reducing  the  liability  on  the 
shares,  or  otherwise,  as  may  seem  expedient,  and  capital  may  be  paid 
off  upon  the  footing  that  it  may  be  called  up  again  or  otherwise.  And  the 
company  may  also,  by  special  resolution,  subdivide  or,  by  ordinary  resolu- 
tion, consolidate  its  shares  or  any  of  them. 

The  statutes  should  be  consulted  when  a  reduction  of  capital  is  sought. 

See  for  decrease  of  capital  stock,  Cook  on  Corporations,  §  281 :  Clark 
&  M.,  .Corp.,  §§  411-412.     See  forms  in  Chapter  XXXIl,  post. 

Form  987. 

RESERVATION  OF  RIGHT  TO  RETIRE  PREFERRED 

STOCK. 

Said  corporation  may  and  it  hereby  reserves  the  right  to  purchase, 
redeem,  retire  and  cancel  any  and  all  or  all  of  the  then  outstanding  pre- 
ferred  stock    of    the   corporation   at   any   time    after    in   such 

amounts  from  time  to  time  as  the  Board  of  Directors  may  determine,  by 
paying  to  the  respective  holders  of  the  stock  so  retired,  or  by  depositing 
to  their  order  at  the  office  of  the  company,  a  sum  or  sums  equal  to  the 
par  value  of  the  preferred  capital  stock  so  retired  and  cancelled,  to- 
gether with  all  accumulated  and  unpaid  dividends  thereon,  if  any.  In 
case  of  such  deposit,  written  notice  thereof  shall  forthwith  be  given  to 
the  respective  holders  of  the  stock  so  retired  and  cancelled  by  mailing 
such  notice  to  such  holders  at  their  last  known  places  of  abode  or  busi- 
ness,  if  shown  by  the  corporate  records. 

See  Cook  on  Corporations,  §§  281,  499,  278;  Clark  &  M.,  Corp.,  §§411,  417. 

Form  988. 
DISPOSITION  OF  STOCK. 

The  stock  shall  be  under  the  control  of  the  directors,  who  may  allot 
or  otherwise  dispose  of  the  same  to  such  persons,  on  such  terms  and 
conditions,  and  at  such  times,  as  the  board  of  directors  think  fit. 

Form  989. 
ALLOTMENT  OF  STOCK. 

The  company  may  make  arrangements  on  the  issue  of  stock  for  a  dif- 
ference between  the  holders  of  such  stock  in  the  amount  of  calls  to  be  paid 
and   the  time  of  the   payment   of  such   calls. 

Form  990. 
PAYMENT  OF  CALLS  AND  INSTALMENTS. 

If,  by  the  conditions  of  the  allotment  of  any  share,  the  whole  or  part 
of   the   amount    or   issue   price   thereof    aliall   be   payable   by    instalments, 


REGULATING  CLAUSES.  555 

every  such  iustalinent  shall,  when  due,  bo  paid  to  the  company  ],y  the 
person  who  for  the  time  being  shall  be  the  rcffistered  holder  of  the 
shares. 

See    for    calls    Cook    on    Corporations,    §S  lO-l-li'O  •    Clark    &    M,    Corp 
§§497-5UU. 

Form  991. 
CALLS  AND  ASSESSMENTS. 

The  directors  may  from  time  to  time  make  such  calls  as  they  think  fit 
upon  the  members  in  respect  of  all  moneys  unpaid  on  the  shares  held 
by  them  respectively,  and  not  by  the  conditions  of  allotment  thereof  made 
j)ayable  at  fixed  times,  and  each  member  shall  pay  the  amount  of  every 
call  so  made  on  him,  to  the  persons  and  at  the  times  and  places  appointed 
by  the  directors.  A  call  may  be  made  payable  by  instalments.  A  call 
shall  be  deemed  to  have  been  made  at  the  time  when  the  resolution 
of  the  directors  authorizing  such  call  was  passed.  No  call  shall  be  made 
exceeding   one-fourth   of   the   par   value   of   a   share   or  be   made   payable 

within    months   after   the   last    preceding   call   was   payable. 

days  notice  shall  be  given  specifying  the  time  and  place  of 

payment,  and  to  whom  such  call  shall  be  paid.  This  notice  shall  be  given 
in  accordance  with  the  by-laws  of  the  Company.  If  the  sum  payable  in 
respect  to  any  call  or  instalment  shall  not  be  paid  on  or  before  the  day 
appointed  for  the  payment  thereof,  the  holder  for  the  time  being  of  the 
share  in  respect  of  which  the  call  shall  have  been  made,  or  the  instalment 

shall  be  due,  shall  pay  interest  for  the  same  at  the  rate  of    

per  cent  from  the  day  appointed  for  payment  thereof  to  the  time  of  actual 
]>ayment,  or  at  such  other  rate  as  the  board  of  directors  may  determine. 
The  directors  may,  if  they  think  fit,  receive  from  any  stockholder  willing 
to  advance  the  same  all  or  any  part  of  the  moneys  due  upon  the  stock 
held  by  him  in  advance  beyond  the  sums  actually  called  for,  and  upon  the 
stock  so  paid  in  advance  dividends  shall  be  paid  proportional  to  the 
amount   paid   up. 

Form  992. 

FORFEITURE    FOR   NON-PAYMENT    OF   CALLS   OR   IN- 
STALMENTS. 

If  any  member  shall  fail  to  pay  any  call  or  instalment  on  or  before  the 
day  appointed  for  the  payment  of  the  same  the  directors  may  at  any 
time  thereafter,  during  such  time  as  the  call  or  instalment  remains 
unpaid,  serve  a  notice  on  such  member  requiring  him  to  pay  the  same, 
together  with  any  interest  that  may  have  accrued,  and  all  expenses  that 
may  have  been  incurred  by  the  Company  by  reason  of  such  non-pay- 
ment.    The  notice  shall  name  a  day   (not  being  less  than    days 

from  the  date  of  notice)  and  a  place  or  places  on  and  at  which  such 
call  or  instalment  and  such  interest  and  expenses  as  aforesaid  are  to  be 
paid.  The  notice  shall  also  state  that  in  the  event  of  non-payment  at  or 
before  the  time  and  place  appointed,  the  shares  in  respect  of  which  the 
call  is  made  or  the  instalment  is  payable  will  be  liable  to  be  forfeited. 
If    the    requisitions    of    any    such    notice    as    aforesaid    are    not    complied 


556       CORPORATION  FORMS  AND  PRECEDENTS. 

with,  any  shares  in  respect  of  which  such  notice  has  been  given  may, 
at  any  time  thereafter,  before  payment  of  any  calls  or  instalments,  interest, 
and  expenses,  due  in  respect  thereof,  be  forfeited  by  a  resolution  of  the 
directors  to  that  effect.  Such  forfeiture  shall  include  all  dividends  de- 
clared iu  respect  of  the  forfeited  shares,  and  not  actually  paid  before  the 
forfeiture.  When  any  share  shall  have  been  so  forfeited,  notice  of  the 
resolution  shall  be  given  to  the  member  in  whose  name  it  stood  immedi- 
ately prior  to  the  forfeiture,  and  an  entry  of  the  forfeiture,  with  the 
date  thereof,  shall  be  made  in  the  register.  Any  share  so  forfeited  shall 
be  deemed  to  be  the  property  of  the  company,  and  the  directors  may  sell, 
re-allot,  and  otherwise  dispose  of  the  same  in  such  manner  as  they  think 
fit.  The  directors  may  at  any  time,  before  any  share  so  forfeited  shall 
have  been  sold,  re-allotted  or  otherwise  disposed  of,  annul  the  forfeiture 
thereof  upon  such  conditions  as  they  think  fit.  The  forfeiture  of  a  share 
shall  involve  the  extinction  of  all  interest  ii,  and  also  all  claims  and  de- 
mands against  the  company  in  respect  of  the  share,  and  all  other  rights 
incident  to  the  share,  except  only  such  of  those  rights  as  by  these  articles 
are,  expressly  saved. 

See  Cook  on  Corporations,  §§29,  46,  74,  419,  121-134,  468;  Clark  &  M., 
Corp.,    §§491-496. 

Form  993. 
REGISTRATION    OF    FORFEITED    STOCK    PURCHASED. 

upon  any  sale,  after  forfeiture,  or  for  enforcing  a  lien  in  purported 
exercise  of  the  powers  hereinbefore  given,  the  directors  may  cause  the 
purchaser's  name  to  be  entered  in  the  register  in  respect  of  the  shares  sold, 
and  the  purchaser  shall  not  be  bound  to  see  to  the  regularity  of  the  pro- 
ceedings, or  to  the  application  of  the  purchase  money,  and  after  his  name 
has  been  entered  in  the  register  in  respect  of  such  shares,  the  validity  of 
the  sale  shall  not  be  impeached  by  any  person,  and  the  remedy  of  any 
person  aggrieved  by  the  sale  shall  be  in  damages  only,  and  against  the 
company  exclusively. 

Form  994. 
MANNER  OF  VOTING  AT  STOCKHOLDERS'  MEETING. 

At  any  meeting,  unless  a  poll  is  demanded  by  the  chairman  or  by  at 
least  two  members,  or  by  a  member  or  members  holding  or  representing 
by  proxy  or  entitled  to  vote  in  respect  of  at  least  one-tenth  part  of  the 
capital  represented  at  the  meeting,  a  declaration  by  the  chairman  that  a 
resolution  has  been  carried,  or  carried  by  a  particular  majority,  or  lost, 
or  not  carried  by  a  particular  majority,  and  an  entry  to  that  effect  in 
the  Vjook  of  proceedings  of  the  company,  shall  be  conclusive  evidence  of 
the  fact  without  proof  of  the  number  or  proportion  of  the  votes  recorded 
in  favor  of  or  against  such  resolution.  If  a  i)oll  is  demanded  as  afore- 
said, it  shall  be  taken  in  such  manner  and  at  such  time  and  place  as  the 
chairman  of  the  meeting  directs,  and  either  at  once  or  after  an  interval  or 
adjournment,   or    otherwise,    and    the    result    of   the   poll    shall   be   deemed 


REGULATING  CLAUSES.  5o7 

to  be  the  resolution  of  the  meeting  at  which  the  poll  was  demanded,  and 
the  demand  for  a  poll  may  be  withdrawn. 

Sec  for  voting  at  stockholders'  meeting,  Cook  on  Corporations,  §§  4a, 
114,  2G9,  4G8,  622,  622a,  012-615,  652,  602  j   Clark  &  M.,  Corp.,  §§652-65«. 

Form  995. 
VOTING  BY  PROXY. 

The  instniniont  ajiiioiiitiiig  a  proxy  (and  the  i)0\ver  of  attorney,  if  any, 
under  which  it_  is  signed)  shall  be  deposited  at  the  registered  office  of 
the  conijtany  not  less  than  forty-eight  hours  before  the  time  for  holding 
the  meeting  or  adjourned  meeting,  as  the  case  may  be,  at  which  the 
person  named  in  such  instrument  proposes  to  vote  (but  no  instrument 
appointing  a  proxy  shall  be  valid  after  the  expiration  of  twelve  months 
from  the  date  of  its  execution). 

See  for  voting  by  proxy,  Cook  on  Corp.,  §  610;  Clark  &  M.,  Corp.,  §656. 

Form  996. 

RESTRICTING  VOTING  POWERS  OF  PREFERRED 

STOCK. 

So  long  as  the  dividends  reserved  on  said  preferred  stock  shall  be  paid 
as  and  when  the  same  are  by  this  instrument  provided  to  be  paid,  the 
holders  of  the  preferred  stock  shall  have  no  voting  power  on  any  ques- 
tion. In  the  event,  however,  that  any  dividend  due  on  the  preferred  stock 
shall  not  be  paid  when  payable  hereunder  and  shall  remain  so  unpaid 
for  a  period  of  four  months,  then  a  special  meeting  of  the  stockholders 
of  the  company  shall  be  called  at  the  request  of  any  preferred  stock- 
holder or  stockholders  owning  preferred  stock  of  the  par  value  of  fifty 
thousand  dollars  ($50,000),  which  meeting  shall  be  convened  on  ten 
days'  notice  by  mailing  a  copy  of  such  notice  to  each  preferred  stock- 
holder of  record  at  the  time  such  notice  is  mailed  to  his  address  as  the 
same  appears  at  the  time  upon  the  ])referred  stock  ledger  hereinbelow 
mentioned,  and  at  such  meeting,  if  said  dividend  still  remain  unpaid, 
the  holders  of  a  majority  of  the  preferred  stock,  present  or  represented 
at  said  meeting,  shall  be  entitled  to  elect  a  new  board  of  directors  of 
the  company,  and  the  voting  .power  theretofore  vested  exclusively  in  the 
common  stock  of  the  company  shall  for  the  time  being  wholly  cease.  The 
election  of  the  new  board  of  directors  in  the  manner  hereinabove  spe- 
cified shall  terminate  the  term  of  office  of  each  member  of  the  existing 
board  of  directors  elected  by  the  common  stockholders.  Thereafter  and 
until  all  arrearages  of  dividends  shall  have  been  paid,  or  accumulated  as 
hereinafter  provided  upon  the  preferred  stock,  the  voting  power  theretofore 
vested  exclusively  in  the  common  stock  shall  vest  and  remain  in  the 
holders  of  the  preferred  stock.  One  month  after  the  payment  of  all  de- 
faulted dividends  upon  the  preferred  stock  or  the  accumulation  of  net 
earnings  equal  to  said  defaulted  dividends,  the  voting  power  then  vested 
exclusively  in  the  preferred  stock  shall  cease,  and  such  exclusive  voting 
power  shall  be  restored  to  the  holders  of  the  common  stock,  and  a  new- 
board  of  directors  may  be  elected  by  such  exclusive  vote  of  the  common 
stock,  at  a  meeting  duly  called  and  held  as  above  provided,  concerning  any 


558   CORPORATION  FORMS  AND  PRECEDENTS. 

meeting  following  a  default  in  the  payment  of  dividends  on  the  preferred 
stock,  save  only  that  notice  thereof  shall  be  given  alone  to  the  holders  of 
the  common  stock,  and,  such  meeting  being  held  and  such  new  board  being 
elected,  the  term  of  office  of  each  director  elected  by  the  vote  of  the  pre- 
ferred stock  shall  at  once  expire.  At  the  end  of  each  fiscal  year  the  com- 
pany shall  cause  a  full  audit  of  its  accounts  to  be  made  by  some  certified 
public  accountant,  which  audit  shall  at  all  times  be  open  to  the  inspec- 
tion, of  all  holders  of  the  preferred  stock  of  the  company.  During  any 
period  of  time  that  the  corporation  shall  be  managed  by  a  board  of 
directors  elected  by  the  preferred  stockholders,  the  books  of  account 
showing  the  business  and  earnings  of  the  said  corporation  shall  be  open 
-at  all  reasonable  times,  not  oftener  than  once  in  three  months,  to  the 
inspection  and  examination  of  the  owners  of  a  majority  of  the  common 
stock.  The  by-laws  of  the  corporation  shall  contain  provisions  consistent 
with  the  foregoing,  and  the  portion  of  said  by-laws  so  providing  shall  not 
be  subject  to  amendment  or  change,  save  by  the  assent  in  writing  of  at 
least  two-thirds  of  all  the  outstanding  shares  of  the  preferred  stock  and 
also  by  the  vote  of  at  least  two-thirds  of  all  outstanding  shares  of  the 
common  stock  of  the  company.  A  preferred  stock  ledger  shall  be  kept 
by  the  company  at  its  principal  office,  setting  forth  the  names  and  post- 
office  addresses  of  the  preferred  stockholders  respectively,  and  the  num- 
ber of  shares  of  preferred  stock  held  by  each,  and  each  transfer  of  pre- 
ferred stock  of  the  company  and  like  information  as  to  each  transferee 
shall  from  time  to  time  be  entered  upon  such  ledger,  which  shall  be  at  all 
reasonable  times  open  to  the  inspection  of  any  owner  of  said  preferred 
stock.  No  mortgage  shall  be  created  or  assumed  by  the  company,  nor  shall 
any  class  of  its  capital  stock  now  or  hereafter  existing  other  than  its 
common  stock,  be  increased,  nor  shall  said  company  be  merged  into  or  con- 
solidated with  any  other  company,  unless  (in  the  event  that  the  company 
at  the  time  be  managed  by  a  board  of  directors  elected  by  the  holders 
of  the  common  stock)  there  shall  be  first  obtained  the  consent  in  writing 
of  the  holders  of  seventy-five  per  cent,  of  the  preferred  stock  outstanding 
at  the  time,  or  unless  (in  the  event  that  at  such  time  the  company  shall 
be  managed  by  a  board  of  directors  elected  by  the  holders  of  the  pre- 
ferred stock)  the  like  consent  shall  be  first  obtained  by  the  holders  of 
seventy-five  per  cent,  of  the  common  stock.  The  foregoing  provisions  shall 
be  construed  as  limitations  upon  the  voting  power  of  the  holders  of  the 
capital  stock  of  the  company  (no  voting  power  whatever  on  any  ques- 
tion being  vested  in  the  holders  of  the  preferred  stock,  except  as  herein- 
above provided),  any  future  law  of  the  State  of  New  Jersey  in  anywise 
to  the  contrary  notwithstanding,  said  provisions  having  been  agreed  upon 
between  the  parties  to  these  presents  as  constituting  conditions  prece- 
dents to  the  organization  of  said  company.  (From  the  charter  of  the 
Royal  Baking  Powder  Company.) 

See   as   to   restrictions  upon  the  voting   power  of  stockholders,   Cook  on 
Corporations,   §622;    Clark  &  M.,  Corp.,   §§  6.-)2d,   653e. 

Form  997. 
CUMULATIVE  VOTING. 

Every  holder   of   one   or   more   shares  of   stock   shall  be  entitled   to   one 
vote  for  each  share  at  all  meetings  of  the  stockholders,  and  in  any  elec- 


REGULATING  CLAUSES.  559 

tion  of  directors  shall  be  entitled  to  euiiuilate  his  votes  upon  one  or  more 
directors.  The  holders  of  j)referrcd  and  common  stock  shall  have  an 
equal    power    of    voting. 

See  Cook  on  Corporations,   §§501,  (iOHa;   Clark  &   .M.,  Corp.,   §655. 

Form  998. 
CUMULATIVE  VOTING    (ANOTHER  FORM). 

Each  share  of  first  preferred,  second  preferred  and  common  stock  shall 
have  the  siime  voting  power  in  all  corporate  affairs,  and  each  share  thereof 
shall  be  entitled  to  one  vote  in  such  affairs  with  the  power  of  cumula- 
tive voting  as  conferred  by  law.  (From  the  charter  of  the  National 
Candy  Company,  a  New  Jersey  corporation.) 

The  right  to  cumulate  votes  is  unknown  at  the  common  law.  Its  object 
usually  is  to  enable  minority  stockholders  to  have  representation  on  the 
board  of  directors.  See  as  to  cumulative  voting,  Schwartz  v.  State,  61 
Ohio  St.  497;  Chicago  Macaroni  Co.  v.  Boggiano,  I'O:.'  111.  312;  Cross  v. 
West  Va.,  etc.,  E.  Co.,  ?>')  W.  Va.  174;  Wright  v.  Central,  etc.,  R.  Co.,  67 
Cal.  53'J;  Tomlin  v.  Farmers',  etc.,  Bank,  5-1  Mo.  App.  430;  Pierce  v.  Com., 
104  Pa.  St.  150. 

Form  999. 
CUMULATIVE   VOTING  FOR  DIRECTORS. 

In  all  elections  for  directors  every  stockholder  shall  have  the  right  to 
vote  in  person  or  by  proxy  for  the  number  of  shares  owned  by  him  for 
as  many  persons  as  there  are  directors  to  be  elected,  or  to  cumulate  such 
shares  and  give  one  candidate  as  many  votes  as  the  number  of  directors 
multiplied  by  the  number  of  his  shares  shall  equal,  or  to  distribute  them  on 
the  same  principle  among  as  many  candidates  as  he  shall  think  fit. 

Form  1000. 
CUMULATIVE  VOTING. 

At  all  elections  of  directors,  each  stockholder  shall  be  entitled  to  as  many 
votes  as  shall  equal  the  number  of  his  shares  of  stock,  multiplied  by  the 
number  of  directors  to  be  elected,  and  he  may  cast  all  of  such  votes  for 
a  single  director,  or  may  distribute  them  among  the  number  to  be  voted 
for  as  he  may  see  fit. 

Form  1001. 

RESTRICTION  ON  VOTING  POWER  OF  PREFERRED 
STOCKHOLDERS. 

The  holders  of  preferred  stuck  shall  have  no  voting  powers  whatsoever, 
nor  shall  they  be  entitled  to  notice  of  any  meeting  of  the  board  or  stock- 
holders  of   the   com])any. 

See  Cook  on  Corporations,   §622;   Clark  &   M.,  Corp.,   §  417g. 


560       CORPORATION  L'ORMS  AND  PRECEDENTS.      • 

Form  1002. 
POWER  TO  FORM  VOTING  TRUST. 

The  holders  of  all  or  any  part  of  the  shares  of  the  capital  stock  of  the 
corporation  shall  have  the  right  from. time  to  time  at  their  discretion 
to  create  and  form  a  voting  trust.  (From  the  charter  of  the  Distillers' 
Securities   Corporation.) 

See  Chapter  XXIII,  post,  for  voting  trust  agreements,  etc. 

Form  1003. 
LIEN  OF  CORPORATION  ON  SHARES  AND  DIVIDENDS. 

The  company  shall  have  a  first  and  paramount  lien  upon  all  the  shares 
(other  than  fully  paid  up  shares)  registered  in  the  name  of  each  stock- 
holder (whether  solely  or  jointly  with  others)  for  his  debts,  liabilities, 
and  engagements,  solely  or  jointly  with  any  other  person,  to  or  with  the 
company,  whether  the  period  for  the  payment,  fulfilment,  or  discharge 
thereof  shall  have  actually  arrived  or  not.  And  such  lien  shall  extend 
to  all  dividends  from  time  to  time  declared  in  respe.'t  of  such  shares. 
Unless  otherwise  agreed  the  registration  of  a  transfer  of  shares  shall 
operate  as  a  waiver  of  the  company's  lien,  if  any,  on  such  shares.  For 
the  purpose  of  enforcing  such  lien,  the  directors  may  sell  the  shares  sub- 
ject thereto,  in  such  manner  as  they  think  fit;  but  no  sale  shall  be  made 
until  such  period  as  aforesaid  shall  have  arrived,  and  until  notice  in 
writing  of  the  intention  to  sell  shall  have  been  served  on  such  stock- 
holder, his  executor  or  administrator,  and  default  shall  have  been  made 
by  him.  The  net  proceeds  of  any  such  sale  shall  be  applied  in  or  towards 
satisfaction  of  the  debts,  liabilities  or  engagements,  and  the  residue  (if 
any)    paid  to   such  stockholder,   his   executor   or   administrator,   or   assigns. 

See  for  lien  of  corporations  on  shares  of  stock,  Cook  on  Corporations, 
§§520-523;   Clark  &  M.,  Corp.,   §§573-581. 

Form  1004. 
LIEN  OF  CORPORATION  ON  STOCK. 

The  corporation  sliall  have  a  first  lien  on  the  shares  of  its  members  and 
upon  all  dividends  due  them  for  any  indebtedness  by  such  members  to  the 
corporation. 

See  note   to   preceding   form. 

Form  1005. 
DIVIDENDS. 

No  dividend  shall  be  payable  excei>t  out  of  the  profits  of  the  com- 
pany, and  no  dividend  shall  carry  interest  as  against  the  company.  The 
declaration  of  the  directors  as  to  the  amount  of  the  net  profits  of  the 
company  shall  be  conclusive.  The  directors  may  from  time  to  time  pay  to 
the  members  such  interin  dividends  as  in  their  judgment  the  position 
of  the  company  justifies.  The  directors  may  retain  any  dividends  on 
which   the   company   has   a   lien,   and   may   apply  the   same   in   or   toward? 


REGULATING  CLAUSES.  561 

satisfaction  of   the   debts,   liabilities,   or  engagements   in   respect   of   whioh 
the  lien  exists. 

See  as  to  dividends.  Cook  on  Corporations,  §§  1J5,  4:i,  271-297,  534-5.'Jl  ; 
Clark  &  M.,  Corp.,  §§  516-529. 

Form  1006. 
SETTING   OFF  OF  DIVIDEND   AGAINST   CALL. 

The  directors  on  declaring  a  dividend  may  make  a  call  on  the  mendjers 
for  an  equal  amount,  and  so  that  the  call  on  each  member  shall  not  ex- 
ceed the  dividend  payable  to  him,  and  so  that  the  call  be  made  payable 
at  the  same  time  as  the  dividend,  and  the  dividend  may,  if  so  arranged 
between  the  directors  and  the  member,  be  set  off  against  the  call. 

See  Cook  on  Corporations,   §§534-558;   Clark  &  M.,  Corp.,  §  527c. 

Form  1007. 
PAYMENT  OF  DIVIDENDS  ON  STOCK  HELD  JOINTLY. 

In  case  several  persons  are  registered  as  the  joint  holders  of  any  share 
of  stock,  any  one  of  such  persons  may  give  effectual  receipts  for  all  divi- 
dends and  payment  on  account  of  dividends  in  respect  of  such  share  of 
stock.  Unless  otherwise  directed  any  dividend  may  be  paid  by  check 
sent  through  the  post  to  the  registered  address  of  the  member  entitled, 
or,  in  case  of  joint  holders,  to  the  registered  address  of  that  one  whose 
name  stands  first  on  the  register  in  respect  of  the  joint  holding;  and 
every  check  so  sent  shall  be  made  payable  to  the  order  of  the  person  to 
whom  it  is  sent. 

Form  1008. 

PROVIDING   AND   MAINTAINING   A    CONTINGENT   AC- 
COUNT AND  DISTRIBUTING  BALANCE  OF  PROFITS 
IN  CASH  AND  STOCK  DIVIDENDS. 

(1)  That  all  the  annual  net  earnings  of  the  eompany,  after  providing 
for  an  annual  dividend  of  six  per  centum,  shall  each  year  be  carried  to 
a  contingent  account  opened  and  kept  by  the  company,  until  such  con- 
tingent account  shall  amount  to  ten  per  centum  of  the  paid-up  capital  of 
the  company,  and  upon  any  subsequent  increase  of  the  capital  such  net 
earnings  in  excess  of  six  per  centum  dividend  shall  each  year  be  carried  to 
the  credit  of  such  account  until  the  same  shall  reach  a  sum  equal  to  ten  per 
centum  of  the  capital  as  so  increased;  and  the  said  contingent  account 
is  to  be  maintained  at  a  sura  equal  to  ten  per  centum  of  the  paid-up 
capital;  and  if  by  reason  of  any  exigency  or  necessity  it  shall  be  tem- 
porarily reduced,  then  as  soon  as  possible  thereafter  it  is  to  be  restored 
in  the  manner  hereinbefore  provided,  and  kept  restored  and  maintained 
at  the  sum  hereinbefore  mentioned.  (2)  That  after  providing  for  a 
contingent  account  as  aforesaid,  not  less  than  one-half  of  the  remaining 
net  profits  shall  be  distributed  and  paid  in  cash  dividends  to  the  share- 
holders for  the  time  being,  and  the  balance  or  such  part  thereof  as  the 
directors  may  from  time  to  time  determine,  may  be  applied  annually  in 
stock   dividends  to   be    issued   and   alloted   to   the  said   several  shareholders 


562   CORPORATION  FORMS  AND  PRECEDENTS. 

according  to  their  respective  holdings,  subject  to  such  regulations  and 
adjustments  as  the  directors  may  from  time  to  time  deternnue  upon,  with 
a  view  to  avoiding  the  allotment  of  fractions  of  shares,  until  the  capital 
stock  of  the  said  company  shall  have  by  this  means  been  fully  taken  up 
and  paid. 

See   Cook   on   Corporations,    §§5-45-o46;    Clark   &    M.,    Corp.,    §§519-520. 

Form  1009. 
PAYMENT  OF  PROFITS  IN  DIVIDENDS. 

The  net  earnings  of  the  company  after  providing  thereout  any  sinking 
fund  required  for  bonds  or  debentures,  and  after  setting  aside  a  reason- 
able percentage  for  a  contingent  fund,  shall  be  applied  each  year  in  pay- 
ment of  dividends  to  shareholders. 

Form  1010. 
CASH  DIVIDENDS. 

At  least  seventy-five  per  centum  of  the  net  yearly  profits  of  the  com- 
pany shall  each  year  be  divided  among  the  shareholders  in  dividends  in 
cash. 

Form  1011. 
PAYMENT  OF  STOCK  DIVIDEND. 

The  directors  shall  have  power  after  distributing  and  paying  among 
shareholders  an  annual  dividend  of  seven  per  centum  on  the  actual  amount 
of  their  paid-up  capital,  aud  after  setting  aside  any  rest  that  may  be 
prescribed  by  the  by-laws  of  the  company,  pay  any  further  profits  earned 
by  the  company,  or  any  part  thereof  they  see  fit,  by  the  issue  to  the  share- 
holders of  fully  paid-up  shares  of  the  company  in  lieu  of  cash. 

Form  1012. 
LENDING  MONEY  ON  AND  PURCHASING  OWN  STOCK. 

None  of  the  funds  of  the  company  shall  be  employed  in  the  purchase 
of,  or  lent  on,  shares  of  the  company,  excepting  in  the  case  of  the  purchase 
of  preferred  stock  for  cancellation. 

Form  1013. 
DEFACED  OR  LOST  CERTIFICATES. 

If  any  certificate  be  worn  out  or  defaced,  then  upon  production  thereof 
to  the  directors,  they  may  order  the  same  to  be  cancelled,  and  may  issue 
a  new  certificate  in  lieu  thereof,  and  if  any  certificate  be  lost  or  de- 
stroyed, then,  upon  proof  thereof  to  the  satisfaction  of  the  directors,  and 
on  such  indemnity  as  the  directors  deem  adequate  being  given,  a  new 
certificate  in  lieu  thereof  shall  be  given  to  the  party  entitled  to  such  lost 
or   destroyed   certificate.     For  every   certificate   issued  under  the  last  pre- 


Rp]GULATING  CLAUSES.  563 

ceding   clause   that   there   shall   be   paid   to   the   company   the   sum    of   one 
dollar  or  such  smaller  sum  as  the  directors  may  determine. 
See  Cook  on  Corporations,  §§358-3GJ;  Clark  &  M.,  Corp.,  §41^6. 

Form  1014. 
MANAGEMENT  BY  BOARD  OF  DIRECTORS. 

Tho  managenioiit  of  the  business  of  the  fotiipaiiy  shall  be  vested  in 
the  directors,  who,  in  addition  to  the  i)0wers  and  authorities  by  the  by- 
laws, or  otherwise  expressly  conferred  upon  them,  may  exercise  all  such 
powers  and  do  all  su.ch  acts  and  things  as  may  be  exercised  or  done  by 
the  company,  and  are  not  hereby  or  by  statute  expressly  directed  or  re- 
quired to  be  exercised  or  done  by  the  company  in  general  meeting,  but 
subject,  nevertheless,  to  the  provisions  of  the  statute,  and  of  this  Certificate 
of  Incorporation,  and  to  any  resolutions  from  time  to  time  made  by  the 
company  in  general  meeting,  provided  that  no  resolution  so  made  shall  in- 
validate any  prior  act  of  tiie  directors,  which  would  have  been  valid  if  such 
resolution  had  not  been  made. 

See  Cook  on  Corporations,  §§62.3-624,  643-606,  701-704;  Clark  &  M., 
Corp.,   §§659-696. 

Form  1015. 
CLASSIFICATION  OF  DIRECTORS. 

The  number  of  directors  of  the  Company  shall  be  fixed  from  time  to 
time  by  the  by-laws;  but  the  number,  if  fixed  at  more  than  three,  shall 
be  some  multiple  of  three.  The  directors  shall  be  classed  with  respect 
to  the  time  for  which  they  shall  severally  hold  office  by  dividing  them  into 
three  classes,  each  consisting  of  one-third  of  the  whole  number  of  the 
board  of  directors.  The  directors  of  the  first  class  shall  be  elected  for  the 
term  of  one  year;  the  directors  of  the  second  class  for  a  term  of  two 
years,  and  the  directors  of  the  third  class  for  a  term  of  three  years;  and 
at  each  annual  election  the  successors  to  the  class  of  directors  whose 
terms  shall  expire  in  that  year,  shall  be  elected  to  hold  office  for  the  term 
of  three  years,  so  that  the  term  of  office  of  one  class  of  directors  shall 
expire  in  each  year.  The  number  of  directors  may  be  increased  or  re- 
duced, as  may  be  provided  in  the  by-laws.  In  case  of  any  increase  of  the 
number  of  directors,  the  additional  directors  shall  be  elected  as  may  be 
provided  in  the  by-laws,  by  the  directors  or  by  the  stockholders  at  an 
annual  or  special  meeting;  and  one-third  of  their  number  shall  be  elected 
for  the  then  unexpired  portion  of  the  term  of  the  directors  of  the  first 
class,  one-third  of  their  number  for  the  unexpired  portion  of  the  term  of 
the  directors  of  the  second  class,  and  one-third  of  their  numl)er  for  the 
unexpired  portion  of  the  term  of  the  directors  of  the  third  class,  so  that 
each  class  of  directors  shall  be  increased  equally.  (From  the  charter  of 
the  United  States  Steel  Corporation,  a  New  Jersey  corporation.) 

See   for  increase  of  directors.  Cook  on  Corporations.   §  490,  note. 

Form  1016. 
DIVIDING  DIRECTORS  INTO   CLASSES. 

The  directors  of  this  corporation  shall  be  divided  as  equally  as  the 
total   number   of   directors   will   permit   into  three  classes.      The   first   class 


564   CORPORATION  FORMS  AND  PRECEDENTS. 

shall   hold  office   for  three  years,  the  second  class  for  two  years,  and  the 
third  class  for  one  year. 

Form  1017. 
INCREASE  OF  DIRECTORS. 

The  number  of  the  directors  may  be  increased  as  may  be  provided  in 
the  by-laws.  In  case  of  any  increase  of  the  number  of  directors  the  addi- 
tional directors  shall  be  elected  as  may  be  provided  in  the  by-laws,  by  the 
directors  or  by  the  stockholdeis,  at  an  annual  or  special  meeting  and  one- 
third  of  their  number  shall  be  elected  for  the  then  unexpired  portion  of 
the  term  of  the  directors  of  the  first  class,  one-third  of  their  number 
for  the  unexpired  portion  of  the  term  of  the  directors  of  the  second  class, 
and  one-third  of  their  number  for  the  unexpired  portion  of  the  term 
of  the  directors  of  the  third  class,  so  that  each  class  of  directors  shall  be 
increased  equally.  (From  the  charter  of  the  Allis-Chalmers  Company, 
a  New  Jersey  corporation.) 

Form  1018. 
POWER  TO  FILL  VACANCIES  IN  BOARD  OF  DIRECTORS. 

In  case  of  any  vacancy  in  the  Board  of  Directors  through  death,  resigna- 
tion, disqualification  or  other  cause,  the  remaining  directors,  by  afiirma- 
tive  vote  of  a  majority  thereof,  may  elect  a  successor  to  hold  office  for 
the  unexpired  portion  of  the  term  of  the  director  whose  place  shall  be 
vacant,  and  until  the  election  of  his  successor.  (From  the  charter  of  the 
United  States  Steel  Corporation,  a  New  Jersey  corporation.) 

See  Cook  on  Corporations,  §  624,  §  713a. 

Form  1019. 
ACTS  OF  DISQUALIFIED  DIRECTOR. 

All  acts  done  by  any  meeting  of  the  directors,  or  by  a  committee  of 
directors,  or  by  any  person  acting  as  a  director,  shall,  notwithstanding 
that  it  shall  afterwards  be  discovered  that  there  was  some  defect  in  the 
appointment  of  such  directors  or  persons  acting  as  aforesaid,  or  that  they 
or  any  of  them  were  disqualified,  be  as  valid  as  if  every  such  person  had 
been  duly  appointed  and  was  qualified  to  be  a  director. 

See  Cook  on  Corporations,  §§617-619,  623,  713;  Clark  &  M.,  Corp., 
§661. 

Form  1020. 
INTEREST  OF  DIRECTORS. 

No  director  shall  be  disqualified  by  his  office  from  contracting  with 
the  company  either  as  vendor,  purchaser  or  otherwise,  nor  shall  any  such 
contract,  or  any  contract  or  arrangement  entered  into  by  or  on  behalf  of 
the  company  in  which  any  director  shall  be  in  any  way  interested,  be 
avoided,  nor  shall  any  director  so  contracting  or  being  so  interested  be 
liable  to  account  to  the  company  for  any  profit  realized  by  any  such  con- 
tract or  arrangement  by  reason  of  such  director  holding  that  office  or  of 


REGULATING  CLAUSES.  565 

the  fiduciary  relation  thereby  established,  but  it  is  de('lared  that  the  exact 
nature  and  extent  of  his  interest  must  be  disclosed  by  him  at  the  meet- 
ing of  the  directors  at  which  the  contract  or  arrangement  is  determined 
on,  if  his  interest  then  exists,  or  in  any  other  case  at  the  first  meeting  of 
the  directors^  after  the  acquisition  of  his  interest,  and  that  no  director 
shall,  as  a  director,  vote  in  respect  of  any  contract  or  arrangement  in 
which  he  is  so  interested  as  aforesaid;  and  if  he  do  so  vote  his  vote  shall 
not  be  counted;  but  this  prohibition  shall  not  a])iily  to  any  contract  by 
or  on  behalf  of  the  company  to  give  to  the  directors  or  any  of  them  any 
security  by  way  of  indemnity,  and  it  may  at  any  time  or  times  be  sus- 
pended or  relaxed  to  any  extent  by  the  stockholders  at  a  duly  convened 
meeting. 

See  Cook   on   Corporations,    §§649,   76G ;    Clark   &    M.,   Corp.,    §j  757-766. 

Form  1021. 
COMPENSATION   OF  DIRECTORS. 

The  directors  shall  be  paid  out  of  the  funds  of  the  company  by  way 
of  remuneration  for  their  sorvit-es  such  sums  as  the  company  may  from 
time  to  time  determine,  and  such  remuneration  shall  be  divided  among 
them   in  such  proportion  and  manner  as  the  directors  may  determine. 

See  Cook  on  Corporations,  §6.57;  Clark  &  M.,  Corp.,  §§670-675. 

Form  1022. 
COMPENSATION  FOR  EXTRA  SERVICES  OF  DIRECTOR. 

If  any  director,  being  willing,  shall  be  called  upon  to  perform  extra 
services,  or  to  make  any  special  exertions  in  going  or  residing  abroad, 
or  otherwise  for  any  of  the  purposes  of  the  company,  the  company  shall 
remunerate  the  director  so  doing,  either  by  a  fi.xed  sum  or  by  a  percentage 
of  profits,  or  otherwise  as  may  be  determined  by  the  directors,  and  such 
remuneration  may  be  either  in  addition  to  or  in  substitution  for  his  or  their 
share  in  the  remuneration  above  provided. 

The  services  must  be  clearly  extra.  Lockhart  v.  Moldacot  [1889],  5  T.  L. 
R.  307. 

See   Cook  on  Corporations,   §6.57;   Clark  &  ^I.,  Corp.,   §670. 

Form  1023. 
EFFECT  OF  RESOLUTION  SIGNED  BY  ALL  DIRECTORS. 

A  resolution  in  writing  signed  by  all  the  directors  shall  be  as  \alid 
and  effectual  as  if  it  had  been  passed  at  a  meeting  of  the  directors  duly 
called  and  constituted. 

As  to  how  far  directors  can  act  without  a  board  meeting  being  calleil 
see  Collie's  Claim  (1871),  L.  R.  V2  Eq.  lioS;  D 'Arcy  v.  The  Tamar.  etc., 
Co.  (1867),  L.  R.  2  Ex.  158;  Cook  on  Corporations,  §712;  Clark  &  M., 
Corp.,  §§672e,  677;  Audenried  v.  East  Coast  Milling  Co.,  68  X.  .T.  Eq. 
450,  where  it  was  held  that  such  a  resolution  was  not  authorized  by  the 
General  Corporation  Act  of  New  .Jersey;  Demarest  v.  Spiral  Riveted  Tube 
Co.,  71  N.  J.  L.  14. 


566      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1024. 
POWER  TO  APPOINT  EXECUTIVE  COMMITTEE. 

The  board  of  directors  shall  have  power  by  a  resolution  passed  by  a 
majority  vote  of  the  whole  board,  under  suitable  provision  of  the  by-laws, 
to  designate  two  or  more  of  their  number  to  constitute  an  executive  com- 
mittee, which  committee  shall  for  the  time  being,  as  provided  in  said  resolu- 
tion, or  in  the  by-laws,  have  and  exercise  all  the  powers  of  the  board  of 
directors  which  may  be  lawfully  delegated  in  the  management  of  the 
business  and  affairs  of  the  company,  and  shall  have  power  to  authorize  the 
seal  of  the  company  to  be  affixed  to  all  papers  which  may  require  it. 
(From  the  charter  of  the  Carnegie  Company,  a  New  Jersey  corporation.) 

See  Cook  on  Corporations,  §  715;  Clark  &  M.,  Corp.,  §§  731-733. 

Form  1025. 

POWER  TO  APPOINT  EXECUTIVE  AND  OTHER  COM- 
MITTEES AND  OFFICERS. 

The  board  of  directors  by  the  affirmative  vote  of  a  majority  of  the 
whole  board,  may  appoint  from  the  directors  an  executive  committee,  of 
which  a  majority  shall  constitute  a  quorum ;  and,  to  such  an  extent  as  shall 
be  provided  in  the  by-laws,  such  committee  shall  have  and  may  exercise 
all  or  any  of  the  powers  of  the  board  of  directors,  including  power  to 
cause  the  seal  of  the  corporation  to  be  affixed  to  all  papers  that  may  require 
it.  The  board  of  directors,  by  the  affirmative  vote  of  a  majority  of  the 
whole  board,  may  appoint  any  other  standing  committees,  and  such  stand- 
ing committee  shall  have  and  may  exercise  such  power  as  shall  be  con- 
ferred or  authorized  by  the  by-laws.  The  board  of  directors  may  appoint 
not  only  other  officers  of  the  company,  but  also  one  or  more  vice-presidents, 
one  or  more  assistant  treasurers,  and  one  or  more  assistant  secretaries; 
and,  to  the  extent  provided  in  the  by-laws,  the  persons  so  appointed 
respectively  shall  have  and  may  exercise  all  the  powers  of  the  president, 
of  the  treasurer  and  of  the  secretary  respectively.  (From  the  charter  of 
the  United  States  Steel  Corporation,  a  New  Jersey  corporatio"n. ) 

Form  1026. 
EXECUTIVE  COMMITTEE. 

The  Board  of  Directors,  by  the  affirmative  vote  of  a  majority  of  the 
whole  board,  may  appoint  from  the  directors  an  executive  committee,  of 
which  a  majority  shall  constitute  a  quorum;  and  to  such  extent  as  shall 
be  provided  in  the  by-laws,  such  committee  shall  have  and  may  exercise 
all  or  any  of  the  powers  of  the  Board  of  Directors,  including  power  to 
cause  the  seal  of  the  corporation  to  be  affixed  to  all  papers  that  may 
require  it.  (From  the  charter  of  the  United  States  Steel  Corporation,  a 
New  Jersey  corporation.) 

See  Cook  on  Corporations,   §  715;   Clark  &  M.,  Corp.,  §§  731-733. 


REGULATING  CLAUSES.  567 

Form  1027. 
APPOINTMENT  OF  OFFICERS. 

The  board  of  directors  may  appoint  one  or  more  vice  presidents,  one 
or  more  assistant  treasurers,  and  one  or  more  assistant  secretaries;  and  to 
the  extent  provided  in  the  bylaws  the  persons  so  appointed  respectively 
shall  have  and  may  exercise  all  the  powers  of  the  president,  of  the  treas- 
urer and  of  the  secretary  respectively.  (From  the  charter  of  the  Pennsyl- 
vania Steel  Company,  a  New  Jersey  corporation.) 

Form  1028. 
REMOVAL  OF  OFFICERS. 

Any  officer  elected  or  appointed  by  the  Board  of  Directors  may  be 
removed  at  any  time  by  the  affirmative  vote  of  a  majority  of  the  whole 
Board  of  Directors.  Any  other  officer  or  employe  of  the  Corporation 
may  be  removed  at  any  time  by  vote  of  the  Board  of  Directors,  or  by  any 
committee  or  superior  ofMcer  upon  whom  such  j)ower  of  removal  may  be 
conferred  by  the  by-laws,  or  by  vote  of  the  Board  of  Directors.  (From  the 
charter  of  the  United  States  Steel  Corporation,  a  New  Jersey  corporation.) 

See  Cook  on  Corporations,  §§624  and  711;   Clark  &  Al.,  Corp.,  §  GG6. 

Form  1029. 
BY-LAWS. 

Subject  always  to  by-laws  made  by  the  stockholders,  the  Board  of 
Directors  may  make  by-laws,  and,  from  time  to  time,  may  alter,  amend 
or  repeal  any  by-laws;  but  any  by-laws  made  by  the  Board  of  Directors 
.may  be  altered  or  repealed  by  the  stockholders  at  any  annual  meetmir, 
or  at  any  special  meeting,  provided  notice  of  such  proposed  alteration 
or  repeal  by  the  stockholders  be  included  in  the  notice  of  the  meeting  of 
the  stockholders.  (From  the  charter  of  the  United  States  Steel  Corporation, 
a  New  Jersey  corporation.) 

See  generally  Cook  on  Corporations,  §§4a,  708;  Clark  &  M.,  Corp., 
§§  G37-G43 

Form  1030. 
POWER  OF  DIRECTORS  TO  ADOPT  BY-LAWS. 

Bylaws  providing  for  the  management  and  control  of  the  afTairs  of  the 
corporation  may  be  adopted  by  the  directors.  Said  by  laws  may  be  later 
repealed  or  amended  by  the  directors  as  they  may  deem  wise. 

Form  1031. 

DIRECTORS    TO    SELL    PROPERTY    ON    REQUEST    OF 
MAJORITY   OF   SHAREHOLDERS. 

The  directors  shall  at  any  time  sell  or  dispose  of  all  or  any  part  of 
the  real  estate,  personal  property,  or  other  assets  of  any  kind  or  nature, 
that  may  be  o\muh1  by  tlie  comi)any  on  the  request  of  a  majority  of  all  the 
shareholders,  preferred  and  common,  to  be  evidenced  by  a  vote  at  a  meet- 


668   CORPORATION  FORMS  AND  PRECEDENTS. 

iug  called  on  two  weeks'  notice,  or  by  a  writing  under  the  signature  of  a 
majority   of   said    shareholders.     Said  sale   shall   be    made   for   cash    or   in 
exchange  for  other  property  as  may  be  directed  by  said  shareholders. 
See  Cook  on   Corporations,    §§671)074;   Clark  &  M.,  Corp.,   §  IGU. 

Form  1032. 
SALE  OF  PROPERTY  BY  BOARD  OF  DIRECTORS. 

\Vith  the  assent  in  writing  of  the  holders  of  two-thirds  of  all  the  capital 
stock  of  the  corporation  issued  and  outstanding,  or  pursuant  to  the  votes 
given  in  person  or  by  proxy,  by  stockholders  holding  at  least  two-thirds 
of  the  issued  and  outstanding  stock  of  the  corporation  which  is  represented 
and  voted  upon  in  person  or  by  proxy  at  a  meeting  specially  called  for 
that  purpose,  or  at  an  annual  meeting,  the  Board  of  Directors  shall  have 
power  and  authority  to  sell,  assign,  transfer,  convey,  or  otherwise  dispose 
of,  the  .property  and  assets  of  the  corporation  as  an  entirety  or  going 
concern  on  such  terms  and  conditions  as  the  Board  of  Directors  shall 
deem  fit,  right  and  just,  either  for  cash  or  bonds,  or  shares  of  capital 
stock  of  any  corporation  or  corporations,  or  for  any  kind  or  species  of 
property  or  obligation  or  securities. 

See  Cook  on  Corporations,  §§670-674;   Clark  &  M.,  Corp.,  §160. 

Form  1033. 
RESTRICTION  ON  POWER  TO  MORTGAGE  OR  PLEDGE. 

Unless  authorized  by  votes  given  in  person  or  by  proxy  by  stockholders 
holding  at  least  two-thirds  of  the  capital  stock  of  the  company,  which  is 
represented  and  voted  upon  in  person  or  by  proxy,  at  a  meeting  specially 
called  for  that  purpose,  or  at  an  annual  meeting,  the  board  of  directors 
shall  not  mortgage  or  pledge  any  property  of  the  company  or  any  shares 
of  the  capital  stock  of  any  other  corporation  owned  by  it;  but  this  prohi- 
bition shall  not  be  construed  to  apply  to  the  execution  of  any  purchase- 
money  mortgage  or  any  other  purchase-money  lien.  (From  the  charter 
of  the  International  Mercantile  Marine  Company,  a  New  Jersey  corpora- 
tion.) 

Form  1034. 
LIMITATION  ON  POWER  TO  CREATE  MORTGAGES. 

No  mortgage  shall  be  created  by  the  company  unless  there  shall  be  first 

obtained  the   consent   in   writing  of  the  holders  of    per  cent,  of 

the  preferred  stock  outstanding  at  the  time,  and  also  the  like  consent  of 

holders  of   per  cent,  of  the  outstanding  common  stock.     The 

company  may  create  and  issue  its  debentures  to  the  amount  of  one  million 
dollars,  and  no  bond,  no  debentures  other  than  those  above  mentioned,  and 
no  mortgage  shall  be  made,  assumed  or  guaranteed  by  the  company,  or 
by  any  company,  a  majority  of  the  capital  stock  of  which  may  be  owned 
or  controlled  by  this  company,  without  the  consent  of  the  holders  of  record 
of  per  cent,  of  the  preferred  stock  of  this  company  then  out- 
standing. * 


REGULATJNG  CLAUSES.  569 

Form  1035. 

RESTRICTION  ON  POWER  TO  MORTGAGE  OR  PLEDGE— 
(ANOTHER  FORM.) 

Unless  authorized  by  vott's  given  in  person  or  by  proxy  by  stock-holders 
holding  at  least  three-fourths  of  the  preferred  capital  stock  of  the  corpora- 
tion, at  a  meeting  specially  called  for  that  purpose  or  at  an  annual  meet- 
ing, the  Board  of  Directors  shall  not  mortgage  or  pledge  any  of  its  real 
property,  or  any  shares  of  the  capital  stock  of  any  other  corporation. 
(From  the  charter  of  The  Allis-Chalmers  Company,  a  iS'ew  Jersey  cor- 
poration.) 

Form  1036. 
NOTICE  BY  ADVERTISEMENT. 

Any  notice  required  to  be  given  by  the  company  to  the  stockholders  or 
any  of  them,  and  not  expressly  provided  for  by  these  presents,  shall  be 
sufficient  if  given  by  advertisement.  Any  notice  required  to  be,  or  which 
may  be  given  by  advertisement,  shall  be  advertised  oace  in  two  daily 
newspapers.  All  notices  shall,  with  respect  to  any  registered  shares  to 
which  persons  are  jointly  entitled,  be  given  to  whichever  of  such  persons 
is  named  first  in  the  register,  and  notice  so  given  shall  be  suliicient  notice 
to  all  the  holders  of  such  shares. 

Form  1037. 
SIGNING  NOTICES. 

The  signature  to  any  notice  to  be  given  by  the  company  may  be  written 
or  printed. 

See  Bennett  v.  Brumpfitt,  (1867)  L.  R.,  3  C.  P.  28. 

Form  1038. 
EFFECT  OF  NOTICE  TO   PREDECESSOR. 

Every  person  who,  by  operation  of  law,  transfer,  or  other  means  what- 
soever shall  become  entitled  to  any  share,  shall  be  bound  by  every  notice 
in  respect  of  any  share  of  stock  which  previously  to  his  name  and  address 
being  entered  on  the  register,  shall  be  duly  given  to  the  person  from  whom 
he  derives  his  title  to  such  stock. 

Form  1039. 
MANNER  OF  GIVING  NOTICE. 

Any  notice  or  document  delivered  or  sent  by  post  to  or  left  at  the  regis- 
tered address  of  any  stockholder  in  pursuance  of  these  presents,  notwith- 
standing such  member  be  then  deceased,  and  whether  or  not  the  company 
have  notice  of  his  decease,  shall  be  deemed  to  have  been  duly  served  in  respect 
(if  any  registered  shares,  whether  held  solely  or  jointly  with  other  persons 
by  such  member,  until  some  other  person  be  registered  in  his  stead  as  the 
holder  or  joint  holder  thereof,  and  such  service  of  such  notice,  shall  for 


570   CORPORATION  FORMS  AND  PRECEDENTS. 

all  purposes  of  these  presents  be  deemed  a  sufficient  service  of  such  notice 
or  document  ou  his  or  her  heirs,  executors,  administrators  and  all  persons, 
if  any,  jointly  interested  -nith  him  or  her  in  such  shares. 

Form  1040. 
COMPUTING  TIME  OF  NOTICE. 

Where  a  given  number  of  days'  notice,  or  notice  extending  over  any 
other  period,  is  required  to  be  given  the  day  of  service  shall,  unless  it  is 
otherwise   provided,  be  counted   in   such  number  of   days  or  other  period. 

Except  for  this  a  given  number  of  <lavs  would  mean  "clear"  days.  In 
re  Railwav  etc.,  Co.  (1885),  20  Ch.  Div'  204.  See  Cook  on  Corporations, 
§§594-597,  7I3a;  Clark  &  M.,  Corp.,  §647. 


CHAPTER  VI. 

CAPITAL  STOCK  CLAUSES. 

Form  1041. 
PREFERRED   STOCK— CUMULATIVE. 

Of  said   stock shares  shall   be   pielVrred,   and    shares 

shall  be  common,  which  may  be  issued  from  time  to  time  as  determined 
by  the  Board  of  Directors,  and  the  holders  of  said  preferred  stock  shall 
be  entitled  to  receive  from   the  surplus   or  net   profits  of  the  corporation 

a  yearly  cumulative   dividend   of    per  cent.,   payable   before  any 

dividend  shall  be  paid  on  the  common  stock.  On  dissolution  or  liquidation 
of  the  corporation  the  holders  of  the  preferred  stock  shall  be  entitled  to 
receive  the  full  par  value  of  their  said  stock,  and  all  unpaid  dividends 
accrued  thereon,  before  any  payment  is  made  on  the  common  stock;  and 
any  property  remaining  shall  be  distributed  ratably  among  the  holders 
of  the  common  stock. 

See  for  forms  of  certificates  of  preferred  and  common  stock.  Chapter 
XII,  post. 

Sec  for  the  definition  of  "capital  stock"  of  a  corporation  and  a  dis- 
cussion thereof,  Cook  on  Corporations,  §8;  Clark  &  M.,  Corp.,  §§33, 
374-376. 

See  for  the  definition  of  "common  stoi-k,"  Cook  on  Corporations,  §12; 
Clark  &  .M.,  Corp.,   §§413-421. 

See  for  the  definition  of  "preferred  stock,"  Cook  on  Corporations, 
§§  12,  267;  Clark  &  M.,  Corp.,  §414. 

See  as  to  the  rights  of  jjreferred  stockholders  in  respect  to  dividends. 
Cook  on  Corporations,  §§269-272;  Clark  &  M.,  Corp.,  §§417,418;  Wilcox 
V.  Trenton  Potteries  Co.,  64  K.  J.  Eq.  173;  Roberts  v.  Roberts-Wicks 
Co.,  189  N.  Y.  257;  Gordon's  Ex 'rs  v.  Richmond,  etc.,  R.  Co.,  78  Va. 
501;  Pronik  v.  Spirits  Distributing  Co..  58  N.  J.  Eq.  97;  Fielil  v.  Lam- 
son  &  Co.,  162  Mass.  388;  Scott  v.  Balto.  &  0.  R.  Co.,  93  Md.  475. 

See  as  to  the  voting  rights  of  holders  of  preferred  stock.  Cook  on 
Corporations,    §§269-270;    Clark   &    M.,   Corp.,    §417g. 

See  as  to  the  validity  of  placing  restrictions  on  the  right  of  holders 
of  preferred  stock  to  vote,  and  other  restrictions  on  the  right  to  vote. 
Cook  on  Corporations,  §622b;  Clark  &  M.,  Corp.,  §417g. 

Preferred  stockholders  are  not  creditors,  and  dividends  can  be  declared 
on  preferred  stock  only  from  profits.  Cook  on  Corporations,  §  271 ;  Clark 
&  M.,  Corp.,   §417c. 

See  generally  as  to  what  are  net  profits  which  may  be  applied  to  divi- 
dends on  ])re'ferred  stock.  Cook  on  Corporations,  §  272;  Clark  &  M., 
Corp.,   §§517-520. 

For  a  full  discussion  of  the  vari<ius  rules  of  law  concerning  preferred 
stock,  see  Cook  on  (Corporations,  Chap.  XVI,  §§267-278;  Clark  &  .M., 
Cor]).,   §§413,  421. 

See  as  to  right  to  create  preferred  stock,  Cook  on  Corporations,  §§  267- 
278;  Clark  &  .M.,  Corp.,  §§416,  417;  Continental  Trust  Co.  v.  Toledo,  e^c, 
R.  Co.,  95  Fed.  497;  Continental  Varnisli  i^-  Paint  Co.  v.  Secretary  of  State. 
128  Mieh.  621;  Ernst  v.  KIniira,  etc.,  Tniprov.  Co.,  54  N.  Y.  Supp.  116; 
Tlackett  v.  Northern  Pacific  Ry.  Co.,  73  N.  Y.  Supp.  1087;  Knoxville  & 
R.  Co.  V.  City  of  Knoxville,  98  Tenn.,  1. 

571 


572      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1042. 

CUMULATIVE    DIVIDENDS,    EQUAL    DIVIDEND    WITH 
COMMON  STOCK  AFTER  SPECIFIED  PREFERRED 
AND  COMMON  STOCK  DIVIDENDS  PAID.     ON 
DISSOLUTION     PREFERRED     TO     SHARE 
EQUALLY  WITH  COMMON  STOCK  AF- 
TER PREFERRED  STOCK  AND  AC- 
CRUED DIVIDENDS  AND  PAR 
VALUE  OF  COMMON  STOCK 
PAID. 

The   preferred   stock   shall   be   entitled,   out   of   any   and   all   surplus  net 
profits,  whenever  ascertained,  to  cumulative  dividends  at  the  rate  of  eight 
per  cent,  per  annum  in  each  and  every  year  hereafter,  in  preference  and 
priority  to  any  payment  of  any  dividends  on  the  common  .stock  for  such 
year.     The   common  stock  shall  be  subject  to  the  prior  rights  of  holders 
of   the   preferred   stock   as   herein    declared.      If, '  after   providing   for   the 
payment   of  full  dividends   for   any  year  on  the  preferred  stock,  and  for 
any   balance   that   may   remain   due   on   the  cumulative   dividends  on   such 
preferred   stock  for   preceding   years,   there  shall   remain   any   surplus   net 
profits,   any   and   all   such   surplus   net  profits  not   in   the   opinion   of   the 
board  of  directors  required  to  provide  for  the  maintenance,  improvement, 
enlargement  and   operation  of  the   property   and  business  of  the  corpora- 
tion, or  for  the  payment  of  its  liabilities,  shall  be  applicable  to  dividends 
upon  the  common  stock  for  such  year,  to  the  extent  of,  but  not  exceeding 
eight  per   cent,   upon  the  said  common  stock,  when  and   as  from  time  to 
time  the   same  shall  be   declared   by  the   board   of   directors;    which   divi- 
dends upon  the   common  stock  shall  not  be  cumulative,  but  shall  only  be 
paid  if  earned.     The  remainder  of  any  such  surplus  net  profits  shall  then 
be  applicable  to  the  payment  of  further  dividends  equally  per  share  upon 
both   preferred  and   common  stock.     The  board   of   directors  may  declare, 
and  out   of  such  surplus  net  profits  may  pay,  annual   dividends  upon  the 
common  stock  of  the  said  corporation,  to  the  extent  of,  but  not  exceeding, 
eight   per   cent,   upon   such   common   stock,   but   no   such   annual   dividends 
shall  be  declared  or  paid  until  the  cumulative  dividends  shall  have  been 
paid  in  full  upon  the  preferred  stock  for  such  year,  and  for  all  preceding 
years;    and   after    the    payment    of    such    cumulative    dividends    upon    the 
preferred  stock,  and  such  dividends  upon  the  common  stock,  to  the  amount 
of,    but   not    exceeding,    eight   per   cent.,    out    of    any   further   surplus   net 
profits  the  board  of  directors  may  declare  and  pay  dividends  equally  per 
share  upon  the  preferred   and  common  stock.     In  case  of  the  dissolution 
or    termination    of   the    corporation,    the   preferred   stock    and    the   holders 
thereof    shall    also    be    entitled    to    preference    in    the    distribution    of    the 
assets  and  property  of  the  corporation,  and  any  and  all  such  assets  and 
property  in  case  of  such  dissolution,  shall  be  applied  first  to  the  payment 
in   full   of   the  principal  of  the  said  preferred   capital  stock  at  par  with 
all   cumulative   dividends   thereon   in   preference   and   priority  to   any  pay- 
ment upon  the  common  stock,  and  second,  to  the  payment  of  the  principal 
of  the  common  stock  at  par;  and  any  balance  remaining  shall  be  divided 


CAPITAL  STOCK  CLAUSES.  573 

equally  per  share  among  the  holders  of  j)referre(l  and  coinrnon  stock, 
(rrorn  the  charter  of  the  Engineering  (Jontraet  Company,  a  New  Jersey 
corporation.) 

Form  1043. 

PREFERRED  AND  COMMON  STOCK,  PREFERRED  STOCK 
CUMULATIVE   AND   PREFERRED    ON   DISSOLU- 
TION AS  TO  PAR  VALUE  AND  ACCRUED 
DIVIDENDS. 

The  total  authorized  capital  stock  of  the  corporation  is  eleven  hundred 
million  dollars  (ifiljlOOjDOOjOOO),  divided  into  eleven  million  shares  of  the 
par  value  of  one  hundred  dollars  each.  Of  such  total  authorized  capital 
stock,  five  million  five  hundred  thousand  shares,  amounting  to  five  hun- 
dred and  fifty  million  dollars,  shall  be  preferred  stock,  and  five  million 
five  hundred  thousand  shares,  amounting  to  five  hundred  and  fifty  million 
dollars,  shall  be  common  stock.  From  time  to  time,  the  preferred  stock 
and  the  common  stock  may  be  increased  according  to  law  and  may  be 
issued  in  sucli  amounts  and  proportions  as  shall  be  determined  by  the  board 
of  directors^  and  ;is  may  be  permitted  by  law.  The  holders  of  the  preferred 
stock  shall  be  entitled  to  receive  when  and  as  declared,  from  the 
surplus  or  net  profits  of  the  corporation,  yearly  dividends  at  the  rate 
of  seven  per  centum  per  annum,  and  no  more,  payable  quarterly  on  dates 
to  be  fixed  by  the  by-laws.  The  dividends  on  the  preferred  stock  shall  be 
cumulative,  and  shall  be  payable  before  any  dividend  on  the  common  stock 
shall  be  pai«l  or  set  apart ;  so  that,  if  in  any  year  dividends  amounting 
to  seven  per  cent,  shall  not  have  been  paid  thereon,  the  deficiency  shall 
be  payable  before  any  dividends  shall  be  paid  upon  or  set  apart  for  the 
common  stock.  Whenever  all  cumulative  dividends  on  the  preferred  stock 
for  all  previous  years  shall  have  been  declared,  and  shall  have  become 
payable,  and  the  accrued  quarterly  instalments  for  the  current  year  shall 
have  been  declared  and  the  company  shall  have  paid  such  cumulative  divi- 
dends for  previous  years,  and  such  accrued  quarterly  instalments,  or  shall 
have  set  aside  from  its  surplus  or  net  profits  a  sum  sufficient  for  the  pay- 
ment thereof,  the  board  of  directors  may  declare  dividends  on  the  common 
stock,  payable  then  or  thereafter,  out  of  any  remaining  surplus  or  net 
profits.  In  the  event  of  any  liquidation  or  dissolution  or  winding  up 
(whether  voluntary  or  involuntary)  of  the  corporation,  the  holders  of  the 
preferred  stock  shall  be  entitled  to  be  paid  in  full  both  the  par  amount 
of  their  shares,  and  the  unpaid  dividends  accrued  thereon,  before  any 
amount  shall  be  paid  to  the  holders  of  the  common  stock;  and  after  the 
payment  to  the  holders  of  the  preferred  stock  of  its  par  value,  and  the 
unpaid  accrued  dividends  thereon,  the  remaining  assets  and  funds  shall 
be  divided  and  paid  to  the  holders  of  the  common  stock  according  to  their 
respective  shares.  (From  the  charter  of  the  United  States  Steel  Corpora- 
tion,  a   New   Jersey  corporation.) 


574      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1044. 

PREFERRED   STOCK— CUMULATIVE   DIVIDENDS— PRE- 
FERRED AS  TO  PAR  VALUE  ON  DISSOLUTION 
—VOTING  POWER  WHILE  DIVIDENDS 
UNPAID. 

The  total  autborized  capital  stock  of  this  Corporation  is  to  be   

dollars,    divided    into shares   of   the   jmr   value   of   One   hundred 

dollars  each,  or  of  the  equivalent  in  Sterling  money  of  Great  Britain,  at 
the  rate  of  One  pound  Sterling  for  each  Four  dollars  eighty-six  and  two- 
thirds    cents.      Of    such    total    authorized    capital    stock    shares, 

amounting  to    dollars  or  its  equivalent  in   Sterling  as  aforesaid, 

shall  be  preferred  stock,  and shares  amounting  to dollars 

or  its  equivalent  in  Sterling  as  aforesaid,  shall  be  common  stock.  The 
rights,  privileges  and  conditions  following  shall  attach  to  the  shares  afore- 
said, viz: 

(a)  The  preferred  stock  shall  be  entitled,  out  of  any  and  all  surplus 
net  profits,  whenever  declared  by  the  Board  of  Directors,  to  cumulative 
dividends  at  the  rate  of  but  not  exceeding  six  per  cent,  per  annum  for 
each  and  every  year  from  the  issue  of  such  stock,  payable  lialf-yearly, 
in  preference  and  priority  to  any  payment  of  any  dividend  on  the  common 
stock  for  such  year;  the  date  of  payment  of  the  half-yearly  dividend 
to  be  fixed  by  the  Board  of  Directors ;  any  preferred  stock  issued  between 
dividend  dates  to  be  entitled  at  the  next  dividend  date  to  a  dividend  at 
the  rate  aforesaid  for  the  broken  period.  In  the  event  of  the  dissolution 
of  the  Corporation  or  of  a  distribution  of  the  assets  or  any  portion  thereof 
by  way  of  return  of  capital,  the  holders  of  the  preferred  stock  shall  be 
entitled  to  receive  and  be  paid  out  of  the  surplus  funds  of  the  Corporation 
or  out  of  the  assets  so  distributed  sums  up  to  the  par  value  of  their  pre- 
ferred shares  before  anything  shall  be  paid  therefrom  to  the  holders  of 
the  common  stock.  The  holders  of  preferred  stock  shall  not  be  entitled 
to  any  further  share  in  the  profits  of  the  Company  or  to  any  further  pay- 
ment in  the  event  of  dissolution  of  distribution  of  assets  by  way  of  return 
of  capital  than  as  above  provided.  The  dividends  upon  the  preferred 
stock  shall  be  cumulative,  and  if  the  dividend  be  not  paid  or  fully  paid 
in  any  year  said  dividend  or  the  deficiency  as  the  case  may  be  shall  be 
made  up  and  paid  from  profits  in  the  subsequent  year  or  years  without 
interest,  and  no  dividend  shall  be  declared  or  paid  on  the  remaining  stock 
until  such  unpaid  dividend  or  deficiency  as  the  case  may  be  has  been  fully 
made  up  and  paid. 

(b)  So  long  as  the  said  dividends  on  said  preferred  stock  shall  be  paid 
half-yearly  as  aforesaid  the  holders  of  the  preferred  stock  shall  have  no 
voting  power  on  any  question,  except  as  below  provided,  but  should  any 
dividend  on  any  preferred  stock  be  not  paid  when  payable  as  above  pro- 
vided, and  remain  so  unpaid  for  a  period  of  three  months,  then  and  so 
long  as  such  dividend  or  any  part  thereof  remains  unpaid  the  holders  of 
the  preferred  stock  in  respect  of  which  such  dividend  or  part  thereof 
remains  unpaid  shall  be  entitled  to  the  same  voting  powers  thereon  as 
belong  to  the  common  stock,  but  upon  such  dividend  or  unpaid  part  thereof 
being  paid  the  voting  power  upon  said  preferred  stock  shall  again  cease, 
and  so  on  from  time  to  time  as  said  dividend  or  part  thereof  may  remain 


CAPITAL  STOCK  CLAUSES.  575 

unpaid  after  said  three  months  or  may  be  paid  as  aforesaid.  Provided 
alwaj's  that  upon  any  question  relating  to  the  increase  or  decrease  of  pre- 
ferred stock  capital  of  the  Company  the  holders  of  preferred  stock  shall  at 
all  tihies  be  entitled  to  the  same  voting  powers  as  iielojig  to  the  conimon 
stock. 

(c)  The  common  stock  shall  be  subject  to  the  prior  rights  of  the 
holders  of  the  preferred  stock  as  above  declared. 

If  after  providing  for  the  payment  of  full  dividends  for  any  year  on  the 
preferred  stock  there  shaH  remain  any  surplus  net  profits  of  such  year, 
any  and  all  such  surplus  net  profits  of  such  year,  and  of  any  other  year 
for  which  full  dividends  shall  have  been  paid  on  the  preferred  stock,  shall 
be  applicable  to  dividends  upon  the  common  stock  when  and  as  from  time 
to  time  the  same  shall  be  declared  by  the  Board  of  Directors,  and  out  of 
any  such  surplus  net  profits  the  Board  of  Directors  may  pay  dividends 
upon  the  common  stock,  but  not  until  after  the  dividends  upon  the  pre- 
ferred stock  have  been  actually  ])aid  or  provided  for  and  set  apart.  In 
the  event  of  the  dissolution  of  the  Corporation  or  of  a  distribution  of  the 
assets  or  any  portion  thereof  by  way  of  return  of  capital,  the  holders  of 
the  common  stock  shall,  after  the  holders  of  the  preferred  stock  have 
received  the  par  value  of  their  preferred  shares,  be  entitled  to  receive  the 
balance  of  the  surplus  funds  of  the  Corporation  or  of  the  assets  so  dis- 
tributed. 

From  time  to  time  the  preferred  and  common  stock  may  be  issued  in  such 
amounts  and  proportions  as  shall  be  determined  by  the  Board  of  Directors 
and  as  may  be  permitted  by  law. 

The  Board  of  Directors  may  from  time  to  time  issue  stock  certificates 
for  shares  in  the  capital  stock  of  this  Corporation,  and  may  specify  the 
equivalent  amount  of  such  shares  in  Sterling  money  of  Great  Britain 
at  the  rate  of  One  pound  Sterling  for  each  Four  dollars  eighty-six  and 
two-thirds  cents.  (From  the  charter  of  the  Quaker  Oats  Company,  a 
New  Jersey  corporation.) 

Form  1045. 

PREFERRED   STOCK;  DIVIDENDS  CUMULATIVE,   PAY- 
ABLE   QUARTERLY;    PREFERRED   AS   TO   PAR 
VALUE  AND  ACCRUED  DIVIDENDS  ON 
DISSOLUTION. 

Said  preferred  stock  shall  entitle  the  holder  thereof  to  receive  out  of  the 
net  earnings,  and  the  company  shall  be  bound  to  pay  a  fixed  yearly  cumu- 
lative dividend  of  eight  per  centum,  but  no  more,  payable  quarterly,  before 
any  dividend  shall  be  set  apart  or  paid  on  the  common  stock.  Such  pre- 
ferred stock  may  be  issued  as  and  when  the  board  of  directors  shall  deter- 
mine, and  the  vote  or  assent  of  the  stockholders  shall  not  be  necessary 
for  such  issue.  The  holders  of  preferred  stock  shall,  in  case  of  liquidation 
or  dissolution  of  the  company,  be  entitled  to  be  paid  in  full,  both  the  prin- 
cipal of  the.r  shares  and  the  accrued  dividends  charged  before  any  amount 
shall  be  paid  to  the  holders  of  the  general  or  common  stock.  (Taken  from 
charter  of  Atlantic  Snuff  Company,   a   New  Jersey  corporation.) 


576      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1046. 

PREFERRED  STOCK;  DIVIDENDS  CUMULATIVE,  HALF- 

YEARLY  PAYMENTS.     NO  ADDITIONAL 

DIVIDENDS. 

That  the  total  amount  of  the  capital  stock  of  said  company  is  fifty  mil- 
lion dollars,  the  number  of  shares  into  which  the  same  is  divided  is  five 
hundred  thousand,  and  the  par  value  of  each  share  is  one  hundred  dollars. 
That  of  this  amount  one-half  will  be  general  stock  and  one-half  preferred 
stock,  and  that  the  holders  of  such  preferred  stock  shall  be  entitled  to 
receive  from  the  surplus  or  net  profits  arising  from  the  business  of  the 
corporation  a  fixed  yearly  dividend  of  seven  per  centum,  payable  semi- 
annually on  the  2d  days  of  January  and  July  in  each  year,  before  any 
dividend  shall  be  set  apart  or  paid  on  the  said  general  stock.  Should 
the  surplus  or  net  profits  arising  from  the  business  of  the  corporation, 
prior  to  any  dividend  day,  be  insufficient  to  pay  the  dividend  upon  preferred 
stock,  such  dividend  shall  be  payable  from  future  profits,  and  no  dividend 
shall  at  any  time  be  paid  upon  general  stock  until  the  full  amount  of 
seven  per  centum  per  annum  up  to  that  time  upon  all  the  preferred  stock 
shall  have  been  paid  or  set  apart.  The  holders  of  preferred  stock  shall  be 
entitled  to  no  dividends  beyond  the  seven  per  centum  aforesaid.  (Taken 
from  the  charter  of  the  American  Sugar  Refining  Company,  a  New  Jersey 
corporation.) 

Form  1047. 

PREFERRED  STOCK— CUMULATIVE  DIVIDENDS— RATE, 
IF  PREFERRED  STOCK  INCREASED,  TO  BE  FIXED 
BY    STOCKHOLDERS— PREFERRED    AS    TO 
PAR    VALUE    AND    ACCRUED    DIVI- 
DENDS ON  DISSOLUTION. 

The  holders  of  the  preferred  stock  shall  be  entitled  to  receive  or  to 
have  set  apart,  out  of  the  surplus  or  net  profits  of  the  corporation,  as 
and  when  declared  by  the  board  of  directors,  a  dividend  at  the  rate  of, 
but  never  exceeding,  seven  per  centuVn  per  annum,  cumulative  on  all 
such  preferred  stock  outstanding  at  the  time,  which  dividend  shall  be 
payable  yearly,  half-yearly  or  quarterly  as  the  board  of  directors  may, 
from  time  to  time  fix  and  determine,  and  before  any  dividend  shall  be 
set  apart  for  or  paid  on  the  common  stock.  Provided,  however,  that  if 
the  preferred  stock  shall  hereafter  be  increased,  the  rate  of  dividend 
upon  such  increase  shall  be  at  such  rate,  not  exceeding  seven  per  centum 
per  annum,  as  shall  be  fixed  by  the  resolution  of  the  stockholders  of 
the  corporation  authorizing  such  increase.  Whenever  a  dividend  is  declared 
or  paid  on  the  preferred  stock  and  all  prior  dividends  on  the  outstanding 
shares  of  such  stock  shall  have  been  paid  or  set  apart,  the  board  of  direct- 
ors may,  if  in  its  judgment  the  surplus  or  net  profits,  after  deducting 
the  amount  of  dividends  to  accrue  on  the  said  outstanding  preferred  stock 
during  the  current  year,  shall  be  sufficient  for  such  purpose,  then  or 
thereafter  declare  and  pay  dividends  on  the  common  stock  payable 
yearly,   half-yearly   or   quarterly,   and   payable   then   or   thereafter   out  of 


^  CAPITAL  STOCK  CLAUSES.  577 

any  remaining  surplus  or  net  profits  of  the  year  then  current  or  last 
past  and  of  any  jjrovious  year  in  which  full  dividends  shall  have  been 
paid  on  the  preferred  stock. 

In  case  of  a  liquidation  or  dissolution  or  winding  up  (whether  volun- 
tary or  involuntary)  of  the  corporation,  the  holders  of  the  preferred 
stock  shall  receive  cash  to  the  amount  of  the  par  value  of  such  i)re- 
ferred  stock,  together  with  all  accrued  and  unpaid  dividends  thereon, 
(but  no  more)  before  any  payment  is  made  to  the  holders  of  the  common 
stock,  and  the  holders  of  the  common  stock  shall  be  solely  entitled  to 
the  entire  assets  of  the  Company,  or  the  proceeds  thereof,  remaining 
after  the  payment  in  full,  at  its  par  value,  of  the  preferred  stock  then 
outstanding,  together  with  all  dividends  thereon  accrued  and  unpaid. 
(From  the  charter  of  the  Central  Leather  Company,  a  New  Jersey  cor- 
poration.) 

See  generally  as  to  the  rights  of  preferred  stockholders  on  dissolution 
or  upon  a  reduction  of  the  capital  stock,  Cook  on  Corporations,  §  1^78! 
Clark  &  M.,  Corp.,  §417h. 

Form  1048. 

PREFERRED   STOCK— CUMULATIVE   DIVIDENDS— PRE- 
FERRED AS  TO  PAR  VALUE  AND  UNPAID 
DIVIDENDS  ON  DISSOLUTION. 

The  holde-rs  of  the  preferred  stock  shall  be  entitled  to  receive,  when 
and  as  declared,  from  the  surplus  or  net  profits  of  the  corporation,  yearly 
dividends  at  the  rate  of  seven  per  cent,  per  annum,  and  no  more,  payable 
quarterly  on  dates  to  be  fixed  by  the  by-laws.  The  dividends  on  the  pre- 
ferred stock  shall  be  cumulative,  and  shall  be  payable  before  any  divi- 
dend on  the  common  stock  shall  be  paid  or  set  apart;  so  that,  if  in  any 
year  dividends  amounting  to  seven  per  centum  shall  not  have  been  paid 
thereon,  the  deficiency  shall  be  payable  before  any  di\adend9  shall  be  paid 
upon  or  set  apart  for  the  common  stock.  Whenever  all  cumulative  divi- 
dends on  the  preferred  stock  for  all  previous  years  shall  have  been  declared, 
and  shall  have  become  payable,  and  the  accrued  quarterly  installments 
for  the  current  year  shall  have  been  declared,  and  the  company  shall  have 
paid  such  cumulative  dividends  for  previous  years  and  such  accrued 
quarterly  installments,  or  shall  have  set  aside  from  its  surplus  or  net 
profits  a  sum  sufiicient  for  the  payment  thereof,  the  Board  of  Directors 
may  declare  dividends  on  the  common  stock,  payable  then  or  thereafter, 
out  of  any  remaining  surplus  or  net  profits.  In  the  event  of  any  liquida- 
tion or  dissolution  or  winding  up  (whether  voluntary  or  involuntary)  of 
the  corporation,  the  holders  of  the  preferred  stock  shall  be  entitled  to 
be  paid  in  full  both  the  par  amount  of  their  shares  and  the  unpaid 
dividends  accrued  thereon  before  any  amount  shall  be  paid  to  the  holders 
of  the  common  stock ;  and,  after  the  payment  to  the  holders  of  the  pre- 
ferred stock  of  its  par  value  and  the  unpaid  accrued  dividends  thereon, 
the  remaining  assets  and  funds  shall  be  divided  and  paid  to  the  holders 
of  the  common  stock  pro  rata  according  to  their  respective  shares.  (From 
the  charter  of  the  Com  Products  Company,  a  New  Jersey  corporation.) 

See  generally  as  to  "cnnuilativc"  and  "non-cumulative"  preferred 
stock  and  the  rights  of  holders  thereof  respectively,  Cook  on  Corporations, 
§273  J   Clark  &  M.,  Corp.,  §  5L'9d. 


578      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1049. 

PREFERRED  STOCK— CUMULATIVE— RIGHT  TO  PAR- 
TICIPATE IN  SURPLUS  PROFITS  AND  ASSETS 
WITH  COMMON  STOCK. 

Of  the  50,000  shares  of  $100  each  of  the  initial  capital  stock  of  the 
company,  20,000  shares  shall  be  preferred  stock,  and  30,000  shares  shall 
be  common  stock.  The  said  preferred  stock  shall  confer  the  right  to  a 
fixed  cumulative  preferred  dividend  at  the  rate  of  7  per  cent,  per  annum, 
and  the  right  to  participate  in  the  surplus  profits  of  each  year  ratably 
with  the  holders  of  the  common  stock,  and  the  right  on  dissolution  or 
winding  up,  to  repayment  of  capital  of  said  preferred  stock  and  any 
arrears  of  dividend  in  preference  and  priority  to  the  common  stock,  and 
to  participate  in  any  surplus  assets  which  may  remain  after  paying  off 
the  remainder  of  the  capital  pari  passu  with  the  common  stock,  in  pro- 
portion to  the  amount  held. 

Form  1050. 

PREFERRED   STOCK— CUMULATIVE  DIVIDENDS— PRO- 
VISIONS FOR  EXTRA  DIVIDENDS— PREFERRED 
AS  TO  CAPITAL  AND  DIVIDENDS  ON  DIS- 
SOLUTION—PRIVILEGE TO   EX- 
CHANGE FOR  COMMON 
STOCK. 

The  total  authorized  capital  stock  of  the  corporation  is  fifty  million 
dollars  ($50,000,000),  divided  into  five  hundred  thousand  (500,000)  shares 
of  the  par  value  of  one  hundred  dollars  ($100)  each.  Of  such  authorized 
capital  stock,  two  hundred  fifty  thousand  (250,000)  shares,  amounting  to 
twenty-five  million  dollars  ($25,000,000)  shall  be  preferred  stock,  and 
two  hundred  fifty  thousand  (250,000)  shares,  amounting  to  twenty-five 
million  dollars  ($25,000,000),  shall  be  common  stock.  The  holders  of  the 
preferred  stock  shall  be  entitled  to  receive,  when  and  as  declared  from 
the  surplus  or  net  profits  of  the  corporation,  yearly  dividends  at  the  rate 
of  seven  (7%)  per  cent,  per  annum,  payable  quarterly,  on  dates  to  be 
fixed  by  the 'by-laws.  The  dividends  on  preferred  stock  to  the  extent  of 
seven  (7%)  per  cent,  per  annum,  and  no  more,  shall  be  cumulative  and 
shall  be  payable  before  any  dividend  on  common  stock  shall  be  paid  or 
set  apart,  so  that,  if  in  any  year  dividends  amounting  to  seven  (7%) 
per  cent,  shall  not  have  been  paid  on  said  preferred  stock,  the  deficiency 
shall  be  payable  before  any  dividends  shall  be  paid  upon  or  set  apart  for 
the  common  stock.  Whenever  all  cumulative  dividends  on  the  preferred 
stock  for  all  previous  years  shall  have  been  declared  and  shall  have 
become  payable,  and  the  accrued  quarterly  installments  for  the  current 
year  shall  have  been  declared,  and  the  company  shall  have  paid  such 
cumulative  dividends  for  previous  years  and  such  accrued  quarterly  install- 
ments, or  shall  have  set  aside  from  its  surplus  or  net  profits  a  sum  suffi- 
fient  for  the  payment  thereof,  the  Board  of  Directors  may  declare  divi- 
dends on  the  common  stock,  payable  then  or  thereafter,  out  of  the  remain- 


CAPITAL  STOCK   CLAl'SES.  579 

ing  surjiliis  or  net  profits.  After  (iividcmls  of  seven  (7%)  per  cent,  per 
annum  shall  have  been  paid  on  the  coniinon  stock  as  above  provided,  then 
out  of  any  remaining  surplus  or  net  profits,  the  Board  of  Directors  may 
declare  and  j^ay  to  the  holders  of  the  preferred  stock  an  additional  divi- 
dend, equal  to,  but  not  more  than,  one  (1%)  per  cent,  per  annum,  which 
additional  one  (1%)  per  cent.,  however,  shall  not  be  cumulative.  All 
further  or  other  suri)lus  or  net  profits  [after  the  payment  of  eight  (8%)  per 
cent,  on  the  preferred  stock  and  seven  (7%)  per  cent,  on  the  common  stock] 
shall  be  payable  and  applicable,  as  dividends,  on  the  common  stock.  In 
event  of  any  liquidation  or  dissolution  or  winding  up  (whether  voluntary 
or  involuntary)  of  the  corporation  the  holders  of  the  preferred  stock 
shall  be  entitled  to  be  paid  in  full  both  the  par  amount  of  their  shares, 
and  the  unpaid  cumulative  dividends  accrued  thereon  before  any  amount 
shall  be  paid  to  the  holders  of  the  common  stock;  and  after  the  payment 
to  the  holders  of  the  preferred  stock  of  its  par  value,  and  the  unpaid 
accrued  cumulative  dividends  thereon,  the  remaining  assets  and  funds 
shall  be  divided  and  paid  to  the  holders  of  the  common  stock  according 
to  their  respective  shares.  The  holders  of  the  preferred  stock  shall  have 
the  right,  upon  the  first  day  of  May  in  each  year  until  and  including 
May  1st,  19i'l,  to  surrender  such  preferred  stock  and  accept  and  receive 
in  lieu  and  in  conversion  thereof,  common  stock,  such  exchange  or  con- 
version to  be  share  for  share,  and  to  be  exclusive  of  any  declared  divi- 
dends. For  the  purpose  and  to  the  extent  of  such  conversion  of  preferred 
stock  into  common  stock,  the  Board  of  Directors  are  hereby  e5cpressly 
authorized  and  empowered,  from  time  to  time,  to  increase  the  common 
stock  of  the  Company,  and  the  power  to  so  increase  is  hereby  expressly 
given  and  vested  in  the  Directors,  and  any, and  all  further  provisions  or 
formalities  required  by  law  for  creating  such  increase,  as  by  statute  pre- 
scribed, being  hereby  expressly  waived.  From  time  to  time  the  preferred 
stock  and  the  common  fetock  may  be  otherwise  and  further  increased, 
according  to  law,  and  may  be  issued  in  such  amounts  and  proportions  as 
shall  be  determined  by  the  Board  of  Directors  and  as  may  be  permitted 
by  law;  except  that  no  additional  preferred  stock  shall  be  issued  at  less 
than  par,  for  cash,  or  for  property  at  less  than  its  cash  value 

Form  1051. 

PREFERRED    AND    COMMON    STOCK— DIVIDENDS    ON 
PREFERRED   STOCK   CUMULATIVE— PREFERRED 
STOCK  PREFERRED  AS  TO  PAR  VALUE  AND 
ACCRUED  DIVIDENDS  ON  DISSOLU- 
TION—DIVIDENDS ON  COM- 
MON STOCK  LIMITED. 

That  the  amount  of  the  total  authorized  capital  stock  of  the  company 
is  one  hundred  and  twenty  million  dollars  ($120,000,000),  divided  into  one 
million  two  hundred  thousand  (1,200,000)  shares  of  the  par  value  of  one 
hundred  dollars  ($100)  each,  of  which  six  hundred  thousand  (600,000) 
shares  shall  be  preferred  stock  and  six  hundred  thousand  (600,000)  shares 
shall  be  conunon  stock.  The  holders  of  the  preferred  stock  shall  be 
entitled  to  receive,  when  and  as  declared,  from  the  surplus  or  net  profits 


580   CORPORATION  FORMS  AND  PRECEDENTS. 

of  the  company,  yeariy  dividends  at  the  rate  of  six  per  centum  per  annum, 
and  no  more,  payable  semi-annually  on  dates  to  be  fixed  by  the  by-laws. 
The  dividends  on  the  preferred  stock  shall  be  cumulative,  and  shall  be 
payable  before  any  dividend  on  the  common  stock  shall  be  paid  or  set 
apart ;  so  that,  if  in  any  year,  dividends  amounting  to  six  per  centum 
shall  not  have  been  paid  thereon,  the  deficiency  shall  be  payable  before 
any  dividends  shall  be  paid  upon  or  set  apart  for  the  common  stock. 
Whenever  all  cumulative  dividends  on  the  preferred  stock  for  all  previous 
years  shall  have  been  declared  and  shall  have  become  payable,  and  the 
accrued  semi-annual  instalment  for  the  current  year  shall  have  been 
declared,  and  the  company  shall  have  paid  such  cumulative  dividends  for 
previous  years,  and  such  accrued  semi-annual  instalment,  or  shall  have 
set  aside  from  its  surplus  or  net  profits  a  sum  sufficient  for  the  payment 
thereof,  the  board  of  directors  may  declare  dividends  on  the  common 
stock,  payable  then  or  thereafter,  out  of  any  remaining  surplus  or  net 
profits;  provided,  however,  that  the  dividends  upon  the  common  stock 
shall  be  so  limited  that  the  same  shall  never  in  any  one  year  exceed  the 
rate  of  ten  per  centum  so  long  as  there  shall  remain  outstanding  and  un- 
redeemed any  of  the  four  and  one-half  per  cent,  mortgage  and  collateral 
trust  gold  bonds  of  the  company.  In  the  event  of  any  liquidation  or  dis- 
solution or  winding  up  (whether  voluntary  or  involuntary)  of  the  company, 
the  holders  of  the  preferred  stock  shall  be  entitled  to  be  paid  in  full  both 
the  par  amount  of  their  shares  and  the  unpaid  dividends  accrued  thereon 
before  any  amount  shall  be  paid  to  the  holders  of  the  common  stock;  but 
after  payment  to  the  holders  of  the  preferred  stock  of  its  par  value  and 
the  uni)aid  accrued  dividends  thereon,  the  remaining  assets  and  funds 
shall  be  divided  and  paid  to  ftie  holders  of  the  common  stock  according 
to  their  respective  shares.  (From  the  charter  of  the  International  Mer- 
cantile  Marine  Company,  a  New  Jersey  corporation.) 

Form  1052. 

PREFERRED  STOCK  WITH  POWER  TO  THE  COMPANY 

TO  RETIRE  SAME  UPON  PAYMENT  OF 

CERTAIN  PREMIUM. 

That  the  said  stock   is  to  be  divided  into    shares  of    

dollars  each,  of  which   shares  are  to  be  preferred  stock,  and 

entitled  to  dividends  out  of  net  earnings  before  dividends  are  paid  upon 
any  other  shares  to  the  extent  of  seven  per  centum  per  annum  upon  the 
par  value  thereof,  and  in  any  distribution  of  the  assets  of  the  said  com- 
pany   upon    dissolution    or    sale    thereof,    said    shares    shall,    up 

to  the  par  value  thereof,  together  with  any  accrued  unpaid  dividen;'s  cumu- 
lated at  the  said  rate,  be  entitled  to  a  preference  over  all  other  shares 
of  stock  of  said  company;  but  said  preferred  stock  may  be  retired  or 
reduced  by  said  company  on  any  interest  day  on  and  after  five  years 
from  the  date  of  payment  of  the  first  interim  dividend  installment  declared, 
such  retiring  or  redemption  to  be  at  par  plus  a  premium  of dol- 
lars upon  each  of  the  said  preferred  shares  of  stock. 

See  ab  to  the  reservation  by  the  corporation  of  the  ri;2ht  to  retire  pre- 
ferred  stock.    Cook   on    Corporations.    §  270. 


CAPITAL  STOCK  CLAUSES.  581 

Form  1053. 

PREFERRED  STOCK  ENTITLED  TO  CUMULATIVE  DIVI- 
DENDS AND  TO  SHARE  PRO  RATA  WITH  COM- 
MON AFTER  PAYMENT  ON  COMMON  OF 
SPECIFIED  DIVIDEND— SUBJECT  TO 
REDEMPTION,  AND  WITHOUT 
VOTING  POWER. 

Of  said  capital  stock  three  thousand  (l',()()())  sliares  shall  be  jjreferred 
stock,  and  three  thousand  (3,000)  shares  shall  be  general  or  common 
stock.  From  time  to  time  the  preferred  stock  and  the  common  stock  may 
be  increased  according  to  law,  and  may  be  issued  in  such  amounts  and  pro- 
portions as  shall  be  determined  by  the  board  of  directors  and  as  may  be 
permitted  by  law.  The  holders  of  said  preferred  stock  shall  be  entitled 
to  receive  during  each  fiscal  year  out  of  the  net  earnings  of  the  company 
preferential  cumulative  dividends  at  the  rate  of  eight  per  centum  (8%) 
per  annum,  payable  yearly  on  the  first  day  of  April,  or  in  half  yearly  or 
quarterly  instalments,  as  the  by-laws  may  from  time  to  time  provide. 
After  the  payment  of  the  said  preferential  cumulative  dividend  of  eight 
per  centum  (8%)  for  any  fiscal  year  to  the  holders  of  the  preferred  stock 
any  further  amount  declared  in  dividends  for  said  year  shall  be  paid  to 
the  holders  of  the  common  stock  to  the  extent  of  eight  per  centum  (8%) 
per  annum,  and  should  there  be  any  further  amount  declared  in  dividends, 
the  said  further  amount  shall  be  divided  pro  rata  among  the  holders  of 
the  preferred  and  common  stock  in  accordance  with  their  holdings;  pro- 
\ided,  however,  that  the  board  of  directors  of  the  company  may  in  their 
discretion  declare  dividends  during  any  fiscal  year  on  the  common  stock, 
but  no  such  dividend  shall  be  declared  on  the  common  stock  unless  all 
cumulative  dividends  for  previous  years  and  all  accrued  instalments,  if 
any,  for  the  current  year,  on  the  preferred  stock  shall  have  been  set  apart 
or  paid.  From  and  after  the  first  day  of  April,  1901,  the  dividends  on 
said  preferred  stock  shall  be  cumulative,  so  that,  if  in  any  year  dividends 
amounting  to  eight  per  centum  (8%)  per  annum  shall  not  be  paid  on 
said  preferred  stock  the  deficiency  shall  be  a  charge  upon  the  net  earnings 
of  the  company  until  paid;  but  the  board  of  directors  may  provide  at  the 
time  of  issue  of  any  preferred  stock  that  the  dividends  thereon  shall  be 
cumulative  only  from  the  time  of  such  issue.  The  holders  of  the  pre- 
ferred stock  shall,  in  case  of  liquidation  or  dissolution  of  the  company 
be  entitled  to  be  paid  in  full  the  par  value  of  their  preferred  shares,  and 
the  dividends  accumulated  and  unpaid  thereon,  before  any  amount  shall 
be  paid  to  the  holders  of  the  common  stock.  The  holders  of  preferred 
stock  shall  have  no  voting  powers  whatsoever,  nor  shall  they  be  entitled 
to  notice  of  any  meeting  of  stockholders  of  the  company.  Said  preferred 
stock  shall  be  subject  to  redemption  at  two  hundred  dollars  ($200)  per 
share  and  accumulated  dividends  thereon  at  any  time  after  three  years 
from  the  issue  thereof,  at  such  time  or  times  and  in  such  manner  as  the 
board  of  directors  shall  determine.  (From  the  charter  of  the  New  York 
Steel  and  Wire  Company^  a  New  Jersey  corporation.) 


582      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1054. 

PREFERRED  STOCK— DIVIDENDS   CUMULATIVE— PRE- 
FERRED AS  TO  ASSETS— REDEEMABLE  AS  WHOLE 
AT  OPTION  OF  COMPANY  ON  DIVIDEND  DATES 
—  SINKING    FUND    PROVIDING    FOR    PUR- 
CHASE  OR   ULTIMATE   REDEMPTION- 
PREFERRED  STOCK  TO  HAVE  LIM- 
ITED VOTING  POWER. 

The  holders  Qf  the  preferred  stock  shall  be  entitled  to  dividends  out  of 
the  net  profits  or  surplus  of  the  company  at  the  rate  of  seven  per  cent, 
per  annum,  and  no  more,  payable  quarterly  on  the  first  day  of  January, 
April,   July   and   October   in   each  year^  before   any   dividend  shall  be  set 
aside  or  paid  upon  the  common  stock,   and  to  priority  in  payment  of  princi- 
pal out  of  the  assets  of  the  company  over  the  common  stock  for  the  full 
face   value,   together   with   all  arrearages*  of   dividends   due   thereon.     The 
dividends  on  the  preferred  stock  shall  be  cumulative  so  that  if  the  com- 
pany shall  fail  to  declare  and  pay  any  quarterly  dividend,  such  dividends 
shall  thereafter  be  declared  and  paid  or  set  apart  before  any  dividend 
shall  be  declared,  paid  upon  or  set  apart  for  the  common  stock.     The  first 
dividend    on    any    preferred    stock    issued    prior   to    December    10th,    1911, 
shall  be   payable  April   let,   1912,  for  the  period  of  four  months,   at  the 
rate  of  $2.34  per  share.     The  preferred  stock  may  be  redeemed  or  retired, 
in  whole  but  not  in  part,  at  the  option  of  the  company,  on  any  dividend 
date  at  $115  and  acccrued  dividends.     The  authorized  amount  of  preferred 
stock  shall  not  be  increased  and  the   company  shall  not  convey  its  real 
estate  or  mortgage  any  of  its  property  without  the  written  consent  of  the 
holders    of   three-fourths   of   the   preferred   stock   then    outstanding.      The 
preferred  stock  shall  not  be  voted  at  any  meeting  of  the  company,  except 
that  if  the  company  shall  fail  to  declare  and  pay  any  quarterly  dividend 
thereon    or    shall    fail    to    comply   with    the   provisions    for    the    Preferred 
Stock   Sinking   Fund,   and  any  such   failure   in  either   case   shall   continue 
for   the   period   of   six   months,   then   the   holders   of   the   preferred   stock 
shall  thereafter  have  the  right,  so  long  as  any  such  failure  continues,  to 
vote  such  stock  at  any  meeting  of  the  company  in  like  manner  and  with 
the  same  effect  as  the  common  stock  is  voted.     No  dividend  shall  at  any 
time  be   declared,   paid  upon   or   set   apart   for  the   common   stock  if   any 
dividend  on  the  preferred  stock  be  in  arrears,  or  if  there  be  any  default 
in    the    Preferred    Stock    Sinking    Fund    provisions,    nor    unless    the    net 
quick   assets,   as   shown   by   the   regular   books   of   account   and   inventories 
of  the   company,   shall   actually  exceed  the  par  value   of   the  outstanding 
preferred   stock   after   deducting   any  such  dividend.     A   sinking  fund  for 
the  retirement   of   the   preferred   gtock  by  redemption    or   purchase   shall 
be  created  out  of  the  net  profits  of  the  company  that  shall  remain  after 
deducting  therefrom  any  accrued  dividends  on  the  preferred  stock.     For 
that  purpose,  there  shall  be  credited  to  an  account  to  be  called  the  Pre- 
ferred   Stock    Sinking   Fund   Account,   within    sixty   days   after   the   close 
of   each   of  the  calendar  years  1912  and   1913,  the  sum   of  $200,000,  and 
within  sixty  days  after  the  close  of  each  calendar  year  thereafter  a  sum 
equal   to  three   per   cent,   of   the   aggregate   of   all   amounts   of  preferred 


CAPITAL  STOCK  CLAUSES.  583 

stock  that  sliall  have  been  issued  subsequent  to  November  1st,  1911, 
including  any  of  such  preferred  stock  that  may  have  been  retired  or 
purchased  for  redemption.  If,  however,  the  cash  dividends  declared  on 
the  common  stock  during  any  such  calendar  year  shall  exceed  in  the  aggre- 
gate the  sum  of  $800,UUO,  then  an  amount  equal  to  such  excess  shall  be 
added  to  said  $1*00, UOO  or  said  three  per  cent.,  as  the  case  may  be,  and 
credited  to  tlie  sinking  fund  for  such  calendar  year;  but  if  the  outstanding 
amount  of  preferred  stock  shall  have  beeu  reduced  to  $5,000,000  jtar 
\alue  or  under,  then  the  sum  so  to  be  added  to  said  $-200,U00  or  said 
three  per  cent,  shall  be  an  amount  equal  to  any  excess  of  cash  dividends 
declared  on  the  common  stock  during  such  calendar  year  over  the  sum 
of  $1,000,000.  If  the  net  profits  of  any  year,  after  deducting  all  accrued 
dividends  on  the  preferred  stock,  shall  not  equal  said  sum  of  $200,000 
or  said  three  per  cent,  respectively,  then  the  whole  of  such  remaining 
net  profits  shall  be  credited  to  said  Preferred  Stock  Sinking  Fund.  The 
sinking  fund  provisions  are  to  be  cumulative  and  contingent  only  on  net 
profits  in  excess  of  the  preferred  stock  cumulative  dividends,  so  that  if 
for  any  reason  the  proper  sums  shall  not  be  duly  credited  to  said  sinking 
fund  for  any  year,  or  the  provisions  in  respect  of  its  use  and  application 
shall  not  be  duly  complied  with,  then  any  deficiency  or  default  shall  be 
made  good  in  subsequent  years,  before  any  dividend  shall  be  declared, 
paid  upon  or  set  apart  for  the  common  stock.  After  the  close  of  each  year 
and  during  the  following  month  of  February,  beginning  with  February, 
1913,  the  company  shall,  give  written  notice  to  the  Registrar  of  its  stock, 
■which  shall  be  a  Trust  Company  in  the  City  of  New  York,  specifying  the 
sums  credited  to  the  sinking  fund  for  the  preceding  calendar  year  and 
any  other  sums  to  the  credit  thereof  at  the  close  of  such  year,  and  the 
Eegistrar  shall  thereupon,  and  not  later  than  the  10th  day  of  March 
following,  give  notice  by  mail  to  the  registered  holders  of  preferred  stock 
that  sealed  proposals  will  be  received  for  the  sale  by  them  to  the  sinking 
fund,  at  the  price  not  to  exceed  $115  and  accrued  dividends,  of  any 
preferred  stock  standing  in  their  names  respectively  to  such  aggregate 
amount  as  can  be  paid  for  out  of  the  sum  then  to  the  credit  of  the 
sinking  fund,  and  that  such  proposals  will  be  opened  by  the  Eegistrar 
at  its  office  on  a  specified  date,  which  shall  be  not  less  than  twenty-five 
nor  more  than  thirty  days  after  the  mailing  of  the  notice.  On  the  date 
so  set,  the  Eegistrar  shall  open  the  proposals  and  give  written  notice  to 
the  company  of  the  contents  of  the  same,  and  the  company  shall  within 
ten  days  thereafter  deposit  with  the  Eegistrar  such  sum  as  shall  be 
sufficient  to  pay  for  all  the  preferred  stock  so  offered,  to  an  aggregate 
amount  not  exceeding  the  sum  then  to  the  credit  of  the  sinking  fund. 
Thereupon,  the  Eegistrar  shall  give  to  those  whose  proposals  are  entitled 
to  acceptance  written  notice  of  the  acceptance  of  their  offers  for  account 
of  the  Company.  The  Eegistrar  shall  apply  the  sum  received  from  the 
Company  to  the  purchase  of  the  preferred  stock  so  offered  at  the  lowest 
prices,  not  exceeding  $115  and  accrued  dividends,  upon  the  surrender 
to  it  within  thirty  daj'S  of  the  certificates  therefor  duly  endorsed  in  blank, 
which  it  shall  forthwith  cancel.  If  any  certificates  are  not  so  surrendered, 
the  amount  received  for  their  purchase  shall  be  returned  to  the  company 
and  recredited  by  it  to  the  Sinking  Fund.  In  case  more  preferred  stock 
is   offered,   at   the   same   price    or   prices,    than    can   be   so   purchased,   the 


584   CORPORATION  FORMS  AND  PRECEDENTS. 

Eegistrar  in  its  discretion  shall  purchase  pro  rata  or  determine  by  lot 
which  shares  shall  l>e  taken,  but  in  such  case  no  fractious  of  shares  shall 
be  purchased  and  no  holder  offering  one  hundred  shares  or  more  shall  be 
required  to  sell  less  than  one  hundred  shares  or  some  multiple  thereof.  If, 
on  any  such  notice  to  the  preferred  stockholders  by  the  Eegistrar,  no 
preferred  stock  shall  be  offered  at  or  below  the  price  aforesaid,  or  if  the 
offers  shall  not  be  sufficient  to  exhaust  the  sum  then  to  the  credit  of  the 
sinking  fund,  the  company  may  at  its  option,  at  any  time  within  sixty 
days  after  the  opening  of  such  proposals  direct  the  Eegistrar  to  pur- 
chase at  public  or  private  sale  for  account  of  the  sinking  fund  preferred 
stock  in  such  amounts  and  at  such  prices  not  exceeding  $115  and  accrued 
dividends  as  the  company  may  in  writing  indicate,  and  it  shall  thereupon 
forthwith  deposit  with  the  Eegistrar  a  sum  sufficient  therefor.  Any 
sum  remaining  to  the  credit  of  the  sinking  fund  after  any  such  purchases 
shall  continue  to  the  credit  thereof  until  used  for  the  purchase,  retirement 
or  redemption  of  preferred  stock  as  herein  provided.  The  sinking  fund 
shall  not  be  made  the  basis  of  any  dividend  whatever  upon  the  common 
or  preferred  stock,  nor  shall  said  fund  be  depleted  in  any  way  except 
for  the  purchase,  retirement,  or  redemption  of  preferred  stock  as  herein 
provided;  but  until  so  used,  any  sums  to  the  credit  of  the  sinking  fund 
may  be  employed  in  the  business  of  the  company.  Whenever  the  amount 
to  the  credit  of  the  sinking  fund  shall  be  sufficient  to  redeem  and  retire 
the  whole  of  the  preferred  stock  then  outstanding  at  $115  and  accrued 
dividends,  or  whenever  the  company  shall  determine  to  exercise  its  option 
to  redeem  or  retire  the  whole  of  the  preferred  stock  then  outstanding 
at  $115  and  accrued  dividends,  the  company  shall  immediately  give  written 
notice  to  the  Eegistrar  accordingly  and  shall,  at  least  one  month  before 
the  next  preferred  stock  dividend  date,  deposit  the  necessary  amount  with 
the  Eegistrar  for  the  redemption  and  retirement  of  all  such  preferred 
stock.  The  Eegistrar  shall  thereupon  give  notice  of  such  redemption  by 
mail  to  each  registered  holder  of  preferred  stock,  and  publish  the  same 
in  three  newspapers  of  general  circulation  in  the  City  of  New  York 
twice  a  week  for  three  weeks  before  the  date  of  redemption.  Thereupon 
and  after  such  dividend  date,  the  holders  of  preferred  stock  shall  not  be 
entitled  to  any  further  dividends  and  the  company  may  thereafter  treat 
such  preferred  stock  as  redeemed,  retired  and  cancelled,  and  the  rights 
of  preferred  stockholders  shall  be  limited  and  transferred  to  said  fund 
which  shall  be  held  by  the  Eegistrar  for  account  of  the  holders  of  the 
outstanding  preferred  stock  according  to  their  respective  interests.  When- 
ever any  preferred  stock  is  acquired  by  the  company,  whether  by  operation 
of  the  sinking  fund  or  otherwise,  the  same  shall  promptly  be  cancelled 
and  retired  and  not  thereafter  re-issued  without  the  written  consent  of 
holders  of  three-fourths  of  all  the  remaining  preferred  stock  then  out- 
standing. (From  the  charter  of  M,  Eumely  Company,  a  New  Jersey 
corporation.) 


CAPITAL  STOCK  CLAUSES.  585 

Form  1055. 

CUMULATIVE  DIVIDENDS  ON  PREFERRED  STOCK  PAY- 
ABLE  YEARLY  OR  HALF  YEARLY— PREFERRED  AS 
TO  CAPITAL  AND  DIVIDENDS  ON  DISSOLU- 
TION—PROVISIONS     FOR      SINKING 
FUND— RIGHT  OF  REDEMPTION 
OF  PREFERRED  STOCK. 

The  holders  of  the  preferred  stock  shall  be  entitled  to  cumulative  divi- 
dends thereon  at  the  Tate  of  seven  per  centum  for  each  and  every  fiscal 
year   of  the  company,  and   no  more,   payable  out   of   any   and   all   surplus 
or  net  profits  quarterly,  half-yearly  or  yearly,  when  declared  by  the  board 
of   directors,   and    in    addition    thereto,    in    the   event   of   the   dissolution   or 
liquidation  of  the  corporation  or  a  sale  of  all  its  assets,  the  holders  of  the 
preferred   stock   shall   be   entitled   to   receive   the   par   value   of   their   pre- 
ferred   shares    and    all    accumulated    dividends,    out    of    the   assets    of   the 
corporation   before   anything   shall   be   paid   therefrom    to   the   holders   of 
the  common   stock.     After  providing  for  the  payment  of  all   accumulated 
dividends  upon  the  preferred  stock   at  the   rate  of  seven   per  centum   for 
each  and  every  fiscal  year  of  the  company,  the  remaining  s\ir|ilus  or  net 
profits,   as  determined  by  the  board  of  directors,  shall  be  applied  as  fol- 
lows:     Twenty-five   per   centum   of  such   remaining   surplus   or   net   profits 
shall  be  set  aside  and  paid  into  a  sinking  fund,   in  the  interests  and  for 
the  protection  of  the  preferred  stock.     The  directors  shall  have  the  right, 
in  their  discretion,  to  use  and  apply  all  or  any  part  of  such  sinking  fund, 
at  any  time,  either  for  the  purchase  of  additional  timber  or  timber  lands 
for  the  company,  or  (at  any  time  after  three  years  from  the  issue  thereof), 
for  the  redemption  and  discharge  of  any  or  all  of  the  preferred  stock,  at 
the  price  of  one  hundred  and  twenty  dollars  for  each  share,  together  with 
all  accrued  dividends  thereon,  in  such  manner  and  upon  such  notice  as  the 
by-laws   may   provide.      After   providing   for   the   payment   of   all   accumu- 
lated dividends  upon  the  preferred  stock,  at  the  rate  of  seven  per  centum 
for  each   and  every  fiscal  year  of  the  company,   and  after  setting  aside 
twenty-five  per  centum  of  the  remaining  surplus  or  net  profits  for  a  sink- 
ing fund,  as  hereinabove  provided,  the  directors  may,  in  their  discretion, 
whenever    the    remaining    surplus    or    net    profits    are    applicable    thereto, 
declare  and  pay  dividends  therefrom  upon  the  common  stock.     The  board 
of   directors   may,    in    their   discretion,    declare   and   pay   dividends   on   the 
common  stock  concurrently  with  dividends  on  the  preferred  stock,  for  any 
dividend  period   of   any   fiscal  year,  when  such   dividends  shall   have  been 
earned   and   are  applicable   to   the  common  stock,  provided   that  all   accu- 
mulated dividends  on  the  preferred  stock  for  all  previous  fiscal  years  and 
previous  dividend  periods  for  that  fiscal  year  shall  have  been  paid  in  full 
and   all    sinking    fund    instalments   shall    have   been   paid   or   set    aside   as 
hereinabove   specified.      The   foregoing   provisions   for   a  sinking   fund   and 
for  the  purchase,  call  and  redemption  of  preferred  stock  shall  be  applicable 
until  all  of  the  preferred  stock  of  this  company  shall  have  been  redeemed; 
and  the  methods  by  and  the  manner  in  which  such  provisions  shall  be  exer- 
cised  shall  be   determined  from   time   to   time   by  the  board  of   directors, 
and   such    determination    shall    be    final    and   conclusive.      Preferred   stock 


586      CORPORATION  FORMS  AND  PRECEDENTS. 

redeemed  and  discharged  in  accordance  with  the  foregoing  provisions  shall 
not  be  reissued.  (From  the  charter  of  the  National  Timber  Company,  a 
2\eyv  Jersey  corporation.) 

Form  1056. 

FIRST  AND   SECOND   PREFERRED   STOCKS— CUMULA= 
TIVE  DIVIDENDS  PAYABLE  SEMI-ANNUALLY— FIRST 
PREFERRED  STOCK  PREFERRED  AS  TO  CAPITAL 
AND  DIVIDENDS  ON  DISSOLUTION,  SECOND  PRE- 
FERRED   STOCK    PREFERRED    OVER    COMMON 
STOCK  AS  TO  CAPITAL  AND  DIVIDENDS  ON 
DISSOLUTION— CUMULATIVE   VOTING 
RIGHT  TO  ALL  STOCK. 

The  holders  of  the  first  preferred  stock  shall  be  entitled  to  receive  when 
and  as  declared  from  the  surplus  or  net  profits  of  the  corporation  yearly- 
dividends  at  the  rate  of  seven  per  cent.  (7%)  per  annum,  and  no  more, 
payable  semi-annually  on  the  dates  to  be  fixed  by  the  by-laws.  The  divi- 
dends on  the  first  preferred  stock  shall  be  cumulative  and  shall  be  pay- 
able before  any  dividends  on  the  second  preferred  stock  or  the  common 
stock  shall  be  paid  or  set  apart,  so  that  if  in  any  year  dividends  amount- 
ing to  seven  per  cent.  (7%)  shall  not  have  been  paid  thereon,  the  de- 
ficiency shall  be  payable  before  any  dividends  shall  be  paid  upon  or  set 
apart  for  the  second  preferred  or  common  stock.  Whenever  all  cumulative 
dividends  on  the  first  preferred  stock  for  all  previous  years  shall  have  been 
declared,  and  shall  have  become  payable,  and  the  accrued  semi-annual 
installment  for  the  current  year  shall  have  been  declared,  and  the  com- 
pany shall  have  paid  such  declared  cumulative  dividends  for  previous 
years,  and  such  accrued  semi-annual  installment  upon  said  first  preferred 
stock,  or  shall  have  set  aside  from  its  surj)lus  or  net  profits  a  sum  suf- 
ficient for  the  payment  thereof,  the  holders  of  the  second  preferred  stock 
shall  be  entitled  to  receive  when  and  as  declared  from  the  remaining 
surplus  or  net  profits  of  the  corporation  after  the  payment  of  the  cumu- 
lative dividends  and  accrued  semi-annual  installment  upon  the  first  pre- 
ferred stock  as  aforesaid  yearly  dividends  at  the  rate  of  seven  per  cent. 
(7%)  per  annum  and  no  more,  payable  semi-annually  on  dates  to  be  fixed 
by  the  by-laws.  The  dividends  on  the  said  second  preferred  stock  shall 
also  be  cumulative,'  and  shall  be  payable  before  any  dividend  on  the  com- 
mon stock  shall  be  paid  or  set  apart,  so  that  if  in  any  year  dividends 
amounting  to  seven  per  cent.  (7%)  shall  not  have  been  paid  on  said 
second  preferred  stock,  the  deficiency  shall  be  payable  before  any  divi- 
dend shall  be  paid  upon  or  set  aj^art  for  the  common  stock.  Whenever 
all  cumulative  dividends  on  the  preferred  stock,  both  first  preferred  and 
second  preferred,  for  all  previous  years  shall  have  been  declared  and  snail 
have  become  payable,  and  the  accrued  semi-annunl  installments  for  all 
the  preferred  stock  for  the  current  year  shall  have  been  declared,  and 
the  company  shall  have  paid  such  cumulative  dividends  for  previous  years 
upon-  both  said  first  preferred  and  second  preferred  stock  in  the  order 
aforesaid,  and  also  such  accrued  semi-annual  installments  thereon  as  afore- 
said, or  shall  have  set  aside  from  its  surplus  or  net  profits  a  sum  sufficient  for 


CAPITAL  STOCK  CLAUSES.  587 

the  payment  thereof  as  aforesaid,  the  board  of  direi-tors  may  declare  divi- 
dends on  the  common  stock  payable  then  or  thereafter  out  of  any  remain- 
ing surplus  or  net  profits.  Each  share  of  first  preferred,  second  preferred 
and  common  stock  shall  have  the  same  voting  power  in  all  corporate 
affairs,  and  each  share  thereof  shall  be  entitled  to  one  vote  in  such 
affairs  with  the  power  of  cumulative  voting  as  conferred  by  law  and 
from  time  to  time  the  first  preferred,  second  preferred  and  common  stock, 
or  any  one  or  more  of  said  classes  of  stock  may  be  increased  according 
to  law,  and  may  be  issued  in  such  amounts  and  jiroportions  and  for  such 
consideration  as  shall  be  determined  by  the  board  of  directors  and  per- 
mitted by  law.  In.  the  event  of  any  liquidation,  dis.solution  or  winding 
up,  whether  voluntary  or  involuntary,  of  the  corporation,  the  holders  of 
the  first  preferred  stock  shall  share  equally,  and  be  entitled  to  be  paid  in 
full  both  the  par  amount  of  their  shares  and  the  unpaid  dividends  ac- 
crued thereon  before  any  amount  shall  be  paid  to  the  holders  of  the  second 
preferred  stock,  and  after  the  payment  in  full  of  all  unpaid  dividends 
accrued  upon  and  the  par  value  of  the  first  preferred  stock  then  the 
holders  of  the  second  preferred  stock  shall  share  equally  and  be  entitled 
to  be  paid  in  full  both  the  par  amount  of  their  shares  and  the  unpaid 
dividends  accrued  thereon  before  any  amount  shall  be  paid  to  the  holders 
of  the  common  stock,  and  after  the  payment  in  the  order  aforesaid  to 
the  holders  of  all  the  preferred  stock  of  its  par  value  and  of  all  the 
unpaid  declared  or  accrued  dividends  thereon,  the  remaining  assets  and 
funds  shall  be  divided  and  paid  to  the  holders  of  the  common  stock 
equally  and  pro  rata  according  to  their  repective  shares.  (From  the  charter 
of  the  National  Candy  Company,  a  New  Jersey  corporation.) 

Form  1057. 

PREFERRED  STOCK  CUMULATIVE  AND  CONVERTIBLE 
INTO  COMMON  STOCK  WITHIN  CERTAIN  PERIOD. 

The  total  authorized  capital  stock  of  the  corporation  is  fifty  million 
dollars  ($50,000,000)  divided  into  five  hundred  thousand  (500,000)  shares 
of  the  par  value  of  one  hundred  dollars  ($100)  each.  Of  such  authorized 
capital  stock,  two  hundred  fifty  thousand  (250,000)  shares,  amounting  to 
twenty-five  million  dollars  ($25,000,000)  shall  be  preferred  stock,  and 
two  hundred  fifty  thousand  (250,000)  shares,  amounting  to  twenty-five 
million  dollars  ($25,000,000),  shall  be  common  stock.  The  holders  of 
the  preferred  stock  shall  be  entitled  to  receive,  when  and  as  declared, 
from  the  surplus  or  net  profits  of  the  corporation,  yearly  dividends  at 
the  rate  of  seven  (7%)  per  cent,  per  annum,  payable  quarterly,  on  dates 
to  be  fixed  by  the  by-laws.  The  dividends  on  preferred  stock  to  the  ex- 
tent of  seven  (7%)  per  cent,  per  annum,  and  no  more,  shall  be  cumulative 
and  shall  be  payable  before  any  dividend  on  common  stock  shall  be  paid 
or  set  apart,  so  that,  if  in  any  year  dividends  amounting  to  seven  (7%) 
per  cent,  shall  not  have  been  paid  on  said  preferred  stock,  the  deficiency 
shall  be  payable  before  any  dividends  shall  be  paid  upon  or  set  apart  for 
the  common  stock.  Whenever  all  cumulative  dividends  on  the  preferred 
stock  for  all  previous  years  shall  have  been  declared  and  shall  have  become 
payable,  and  the  accrued  quarterly  installments  for  the  current  year  shall 
have  been  declared,  and  the  company  shall  have  paid  such  cumulative  divi- 


588   CORPORATION  FORMS  AND  PRECEDENTS. 

dends    for    previous    years    and    such    accrued    quarterly    installments,    or 
shall   have   set   aside   from   its  surplus  or  net  profits  a  sum  sufficient   for 
the   payment    thereof,   the   Board   of    Directors   may    declare   dividends   on 
the  common  stock,  payable  then  or  thereafter,  out  of  the  remaining  surplus 
or  net  profits.     After  dividends  of  seven   (7%)   per  cent,  per  annum  shall 
have  been  paid  on  the  conunon  stock,  as  above  provided,  then  out  of  any 
remaining  surplus  or  net  profits,  the  Board  of   Directors  may  declare  and 
pay   to   the   holders  of   the   preferred   stock   an   additional   dividend,  equal 
to,  but  not  more  than,  one    (1%)   per  cent.  i)er  annum,  which   additional 
one    (1%)    per   cent.,   however,   shall   not   be   cumulative.      All   further   or 
other  surplus  or  net  profits  [after  the  payment  of  eight  (8%)  per  cent,  on 
the  preferred  stock  and  seven  (7%)  per  cent,  on  the  common  stock]  shall  be 
payable    and   applicable,    as    dividends,    on    the   common   stock.      In   event 
of    any   liquidation   or   dissolution    or   winding   up    (whether   voluntary    or 
involuntary)    of   the   corporation   the  holders  of   the   preferred  stock  shall 
De  entitled  to  be  paid  in  full  both  the  par  amount  of  their  shares,   and 
the    unpaid    cumulative    dividends    accrued    thereon    before    any    amount 
shall   be   paid   to   the  holders  of   the  '  common  stock ;    and   after   the   pay- 
ment   to    the   holders   of   the   preferred    stock   of    its   par   value,   and   the 
unpaid    accrued    cumulative    dividends   thereon,    the   remaining   assets   and 
funds    shall    be    divided    and    paid   to    the    holders    of    the    common    stock 
according  to  their   respective  shares.     The  holders  of  the  preferred  stock 
shall   have  the   right,  upon   the  first   day  of   May   in  each  year  until   and 
including    May    1st,    1921,   to   surrender   such   preferred   stock   and   accept 
and    receive    in    lieu    and    in    conversion    thereof,    common    stock,    such 
exchange  or  conversion  to  be  share  for  share,  and  to  be  exclusive  of  any 
declared   dividends.     For  the  purpose   and  to   the   extent   of   such   conver- 
sion  of  preferred   stock   into   common   stock,   the   Board   of   Directors   ar« 
hereby   expressly   authorized    and    empowered,    from   time   to   time,   to    in- 
crease the  common   stock  of  the   Company,   and  the  power  to  so  increase 
is   hereby   expressly   given   and   vested   in  the   Directors,   and   any   and   all 
further   provisions   or    formalities   required   by   law   for   creating   such   in- 
crease,  as   by   statute   prescribed,   being   hereby   expressly   waived.      From 
time   to   time  the   preferred   stock   and   the   common   stock   may  be   other- 
wise and  further  increased,  according  to  law,  and  may  be  issued  in  such 
amounts  and  proportions  as  shall  be  determined  by  the  Board  of  Directors 
and    as   may   be   permitted   by   law;    except   that   no   additional   preferred 
stock  shall  be   issued  at  less  than  par,  for  cash,  or  for  property  at  less 
than  its  cash  value.      (From  the  charter  of  The  AUis-Chalmers  Company,  a 
New  Jersey  corporation.) 

Form  1058. 

PREFERRED  STOCK  CONVERTIBLE  INTO  COMMON 

STOCK. 

Any  registered  holder  of  preferred  stock  of  the  company  aforesaid, 
may,  subject  to  the  approval  of  the  directors,  elect  to  have  such  shares 
of  preferred  stock  held  by  him  and  registered  in  his  name,  or  any  of 
them,    converted    into    common    stock    ranking    in    all    respects   pari   passu 

^ith  the    shares   of    common   stock    aforesaid.      Such   election 

ahall  be  declared  by  notice   in   writing  to   the  company,   signed  by  such 


CAPITAL  STOCK  CLAUSES.  589 

holder  and  accompanied  by  the  certificate  or  certificates  of  the  pre 
ferred  stock  so  to  be  converted,  and  the  board  of  directors  shall  there- 
upon adopt  a  resolution  that  such  conversion  be  approved  and  have 
effect,  and  the  same  shall  have  effect  accordingly,  and  thereupon  the 
certificate  for  said  shares  of  preferred  stock  shall  be  cancelled,  and  the 
requisite  alterations  shall  be  made  in  the  transfer  and  stock  books,  and 
a  certificate  for  the  proper  amount  of  common  stock  shall  thereupon  be 
executed   and   delivered   to   such   stockholder. 

Form  1059. 
PREFERRED  STOCK,  DIVIDENDS  NON-CUMULATIVE. 

of  said  stock    shares  shall  be  preferred,  and    shares 

shall  be  common,  which  may  be  issued  from  time  to  time  as  determined 
by  the  Board  of  Directors,  and  the  holders  of  said  preferred  stock  shall 
be  entitled  to   receive  from   the  surplus  or  net  profits  of  the  corporation 

a  yearly    dividend   of    per   cent.,   payable    ,   before   any 

dividends  shall  be  paid  on  the  common  stock;  but  such  dividends  upon 
preferred  stock  shall  not  be  cumulative,  and  the  holders  of  said  preferred 
stock  shall  not  be  entitled  to  participate  in  any  other  or  additional 
profits.  On  dissolution  or  liquidation  of  the  corporation  the  holders  of 
the  preferred  stock  shall  be  entitled  to  receive  the  full  par  value  of  their 
said  stock,  and  dividends  due  thereon,  before  any  payment  is  made  on 
the  common  stock;  and  any  property  remaining  shall  be  distributed 
ratably   among   the    holders   of   the   common   stock. 

Form  1060. 

PREFERRED  STOCK,   DIVIDENDS  NON-CUMULATIVE, 

PREFERRED  ONLY  AS  TO  CAPITAL  ON 

DISSOLUTION. 

The  preferred  stock  shall  receive  dividends  at  the  rate  of  and  not 
exceeding  seven  per  cent,  in  each  year  from  April  15th,  1899,  but  such 
dividends  shall  not  be  cumulative,  and  if  the  net  earnings  of  any  year 
declarable  as  dividends  shall  not  be  sufficient  to  pay  for  such  year  seven 
per  cent,  upon  said  preferred  stock,  the  same  shall  not  be  made  up 
from  any  profits  of  any  later  period.  The  balance  of  the  net  profits 
of  the  company  declarable  as  dividends  shall  be  distributed  among  the 
holders  of  the  common  stock.  The  par  value  of  the  preferred  stock 
shall,  in  the  event  of  the  dissolution  of  the  company  and  division  of  its 
assets,  be  paid  in  full  before  any  sum  whatever  shall  be  paid  in  liqui- 
dation on  account  of  the  common  stock,  and  thereafter  the  common 
stock  shall  be  entitled  to  the  entire  assets  remaining.  (Taken  from  tharter 
of   the    National    Salt   Company,    a    New    Jersey    corporation.) 

Form  1061. 
PREFERRED   STOCK,   NON-CUMULATIVE. 

The  holders  of  said  preferred  stock  shall  be  entitled  to  receive  in 
each   year,   out   of   the   accumulated   profits   of   the   corporation,    in   excess 


590   CORPORATION  FORMS  AND  PRECEDENTS. 

of  such  sum,  if  any,  as  shall  have  been  fixed  and  reserved  as  a  working 
capital,  a  non-cumulative  dividend  of  seven  per  cent.,  payable  quarterly, 
half-yearly  or  yearly,  as  the  directors  may  from  time  to  time  determine, 
before  any  dividend  shall  be  set  apart  or  paid  on  the  general  or  com- 
mon stock  of  the  corporation.  If  the  accumulated  profits  in  excess  of 
the  sum  fixed  and  reserved  as  a  working  capital  shall  not  be  sufficient  to 
pay,  in  any  year,  a  dividend  of  seven  per  cent,  on  said  preferred  stock, 
then  such  dividends  shall  be  paid  thereon  as  such  excess  of  accumulated 
profits  will  suffice  to  pay;  but  the  dividends  thereon  shall  not  be  cumula- 
tive, but  shall  be  payable  for  each  year  only  out  of  the  accumulated 
profits  of  that  year  and  not  of  any  subsequent  year  or  years.  Upon  the 
dissolution  of  the  corporation,  or  upon  final  distribution  of  its  assets, 
and  after  the  payment  of  its  debts,  the  preferred  stock  shall  be  redeemed 
at  par  if  the  assets  of  the  corporation,  including  surplus  and  accumulated 
profits,  are  sufficient.  If  the  assets  are  not  sufficient  to  redeem  said 
stock  at  par,  then  all  said  assets  or  their  proceeds  shall  be  distributed 
ratably  among  the  holders  of  such  preferred  stock.  If  the  assets  are 
more  than  sufficient  to  redeem  the  preferred  stock  at  par,  all  remaining 
after  such  redemption  shall  be  divided  ratably  among  the  holders  of 
the   general   or   common   stock   of  the   corporation. 

Form  1062. 

PREFERRED  STOCK  ENTITLED  TO  NON-CUMULATIVE 
DIVIDENDS   OF   DIFFERENT   RATE   IN    CERTAIN 
YEARS  AND  PREFERENCE  AS  TO  PAR  VALUE 
ON  DISSOLUTION— PREFERRED  STOCK- 
HOLDERS ENTITLED  TO  CHOOSE 
DIRECTORS  OF  CERTAIN 
CLASS. 

The  holders  of  the  preferred  stock  shall  be  entitled  to  receive,  when 
and  as  declared  from  the  surplus  or  net  profits  of  the  corporation,  non- 
cumulative  yearly  dividends  at  the  rate  of,  but  not  exceeding,  four  per 
centum  per  annum,  for  the  year  1903,  and  for  each  and  every  year  there- 
after until  and  including  the  year  1909;  at  the  rate  of,  but  not  exceeding, 
five  per  centum  per  annum  for  the  year  1910,  and  for  each  and  every  year 
thereafter  until  and  including  the  year  1916;  and  at  the  rate  of,  but  not 
exceeding  six  per  centum  per  annum  for  the  year  1917,  and  for  each  and 
every  year  thereafter;  payable  quarterly,  on  dates  to  be  fixed  by  the  by- 
laws, and  in  preference  and  priority  to  the  payment  of  any  dividend  on 
the  common  stock  for  such  year.  The  holders  of  the  common  stock  shall 
be  entitled  to  receive  all  other  net  profits  of  the  corporation  which  may 
be  distributed  as  dividends,  and  such  dividends  on  the  common  stock 
may  bo  declared  annually,  semiannually  or  quarterly  as  the  board  of 
directors  may  from  time  to  time,  in  its  discretion,  determine.  In  the 
event  of  any  liquidation  or  dissolution  or  winding  up  (whether  volun- 
tary or  involuntary) .  of  the  corporation,  the  holders  of  the  preferred 
stock  shall  be  entitled  to  be  paid  in  full  the  par  amount  of  their  shares 
before  any  amount  shall  be  paid  to  the  holders  of  the  common  stock; 
and,  after  the  payment  to  the  holders  of  the  preferred  stock  of  its  par 


CAPITAL  STOCK  CLAUSES.  591 

value,  the  reinaii  iiig  assets  and  funds  shall  be  divided  and  paid  to  the 
holders  of  the  coiiinion  stock  pro  rata  according  to  their  respective  shares. 
The  holders  of  the  preferred  stock  shall  have  the.  right,  to  the  exclu- 
sion of  the  holders  of  the  common  stock,  to  choose  directors  of  the 
first  class,  as  defined  in  this  certificate  of  incorporation,  but  such  ex- 
clusive right  may  at  any  time  be  surrendered  by  the  affirmative  vote  of 
the  holders  of  two-thirds  in  amount  of  the  j)referred  stock  at  the  time 
outstanding,  at  a  special  meeting  of  the  holders  of  the  preferred  stock 
called  for  that  purpose,  notice  of  which  shall  have  been  given  in  the 
manner  prescribed  at  the  time  by  the  l>y-laws  for  a  8i)ecial  meeting  of 
the  stockholders..  The  common  stock  shall  be  subject  to  the  prior  rights 
of  the  preferred  stock  as  declared  in  this  certificate  of  incorporation. 
(From  the  chartci   of  tlic  Kock  Island  ("omiiany,  a  New  .Jersey  corporation.) 

Form  1063. 

PREFERRED  STOCK— DIVIDENDS  NON-CUMULATIVE— 
PREFERRED  AS  TO  CAPITAL  ON  DISSOLUTION. 

The  preferred  stock  shall  be  entitled,  out  of  any  and  all  surplus  net 
profits,  whenever  declared  by  the  board  of  directors,  to  non-cumulative 
dividends  at  a  rate  not  to  exceed  7  per  cent,  per  annum  for  the  fiscal 
year  beginning  on  the  1st  day  of  June,  1899,  and  for  each  and  every 
other  fiscal  year  thereafter,  payable  in  preference  and  priority  to  any 
payment  of  any  dividend  on  the  common  stock  for  such  fiscal  year.  In 
the  event  of  the  dissolution  of  the  corporation  the  holders  of  the  pre- 
ferred stocJc  shall  be  entitled  to  receive  the  par  value  of  their  preferred 
shares  out  of  the  surjdus  funds  of  the  corporation  remaining  after  the 
payment  of  its  debts,  before  any  payment  shall  be  made  therefrom  to  the 
holders  of  the  common  stock.  The  common  stock  shall  be  subject  to 
the  prior  rights  of  the  holders  of  the  preferred  stock  as  herein  de- 
clared. If,  after  providing  for  the  payment  of  full  dividends  for  any 
fiscal  year  on  tie  preferred  stock,  there  shall  remain  any  surplus  net 
profits  for  such  year,  any  of  such  net  profits  of  such  year  and  of  any 
other  fiscal  year,  after  the  full  dividends  shall  have  been  paid  on  the 
preferred  stock,  shall  be  applicable  to  such  dividends  upon  the  common 
stock  as  from  time  to  time  shall  be  declared  by  the  board  of  directors 
and  out  of  any  such  surplus  net  profits  after  the  closing  of  any  fiscal 
year  the  board  of  directors  may  pay  dividends  upon  the  common  stock 
of  the  corporation  for  such  fiscal  year,  but  not  until  the  dividends  upon 
the  preferred  stock  for  such  fiscal  year  shall  have  been  actually  paid  or 
provided  for  or  set  apart.  (From  the  charter  of  the  United  States  Cast 
Iron  Pipe  and  Foundry  Company  which  was  involved  and  construed  in  Bas- 
sett  V.  U.  S.  Cast  Iron  Pipe,  etc.,  Co.,  74  N.  J.  p:q.  668.) 

Form  1064. 

PREFERRED  STOCK,  NON-CUMULATIVE,  BUT  PRE- 
FERRED AS  TO  PAR  VALUE  ON  DISSOLUTION. 

The  total  authorized  capital  stock  of  the  corporation  is  fiftv  mil- 
lion dollars  ($50,000,000),  divided  into  five  hundred  thousand  shares  of 
the  par  value  of  one  hundred  dollars  each.     Of  such  total  authorized  capi- 


592      CORPORATION  FORMS  AND  PRECEDENTS. 

tal  stock  two  hundred  and  fifty  thousand  shares,  amounting  to  twenty 
five  million  dollars,  shall  be  preferred  stock,  and  two  hundred  and  fifty 
thousand  shares,  amounting  to  twenty-five  million  dollars,  shall  be  common 
stock.  From  time  to  time  the  preferred  stock  and  the  common  stock  may 
be  increased  according  to  law,  and  may  be  issued  in  such  amounts  and 
proportions  as  shall  be  determined  by  the  board  of  directors,  and  as 
may  be  permitted  by  law.  The  holders  of  the  preferred  stock  shall  be 
entitled  to  receive  when  and  as  declared,  from  th§  surplus  or  net  profits 
of  the  corporation,  yearly  non-cumulative  dividends  at  the  rate  of 
seven  per  centum  per  annum,  and  no  more,  payable  semi-annually  on 
dates  to  be  fixed  by  the  by-laws. "  The  dividends  on  the  preferred  stock 
■  shall  be  payable  before  any  dividend  on  the  common  stock  shall  be  paid 
or  set  apart.  The  common  stock  shall  be  subject  to  the  prior  rights  of 
the  holders  of  the  preferred  stock  as  herein  declared,  and  shall  be  en- 
titled to  such  dividends  as  the  board  of  directors  may  declare,  only  out 
of  any  surplus  or  net  profits  remaining  after  the  payment  of  the  full 
dividends  for  any  fiscal  year  on  the  preferred  stock,  or  after  there  shall 
have  been  set  aside  from  the  surplus  or  net  profits  a  sum  sufficient  for 
the  payment  of  full  dividends  on  the  preferred  stock  for  such  fiscal  year. 
In  the  event  of  any  liquidation  or  dissolution  or  winding  up  (whether 
voluntary  or  involuntary)  of  the  corporation,  the  holders  of  the  pre- 
ferred stock  shall  be  entitled  to  be  paid  in  full  the  par  amount  of  their 
shares,  before  any  amount  shall  be  paid  to  the  holders  of  the  common 
stock;  and  after  the  payment  to  the  holders  of  the  preferred  stock  of 
its  par  value,  the  remaining  assets  and  funds  shall  be  divided  and  paid 
to  the  holders  of  the  common  stock  according  to  their  respective  shares. 
(^From  the  charter  of  the  Pennsylvania  Steel  Company,  a  New  Jersey 
corporation.) 

Form  1065. 

PREFERRED    STOCK— DIVIDENDS    NON-CUMULATIVE, 
BOARD  OF  DIRECTORS  TO  DETERMINE  DATE 
OF  PAYMENTS,  PREFERRED  AS  TO 
CAPITAL  ONLY  ON  DIS- 
SOLUTION. 

The  holders  of  the  ])referred  stock  shall  be  entitled,  out  of  any  and 
all  surplus  or  net  profits,  whenever  declared  by  the  board  of  directors, 
to  non-cumulative  dividends  at  the  rate  of,  but  not  exceeding,  six  per 
cent.  (6%)  per  annum,  for  the  fiscal  year  beginning  on  the  first  day 
of  April,  1902,  and  for  each  and  every  fiscal  year  thereafter,  payable  in 
preference  and  priority  to  any  payment  of  any  dividend  on  the  common 
stock  for  such  fiscal  year,  and  payable  quarterly,  or  otherwise,  as  the 
board  of  directors  may  from  time  to  time  determine.  Such  dividends 
on  the  preferred  stock  shall  be  payable  out  of  accumulated  profits  and 
not  out  of  profits  of  any  subsequent  year  or  years.  All  remaining  sur- 
plus or  net  profits  of  such  year,  beginning  April  1st,  1902,  and  of  any 
other  fiscal  year,  shall  be  applicable  to  dividends  upon  the  common 
stock,    and    payable    quarterly,    or    otherwise,    and    as    the    same    shall   be 


CAl'ITAL  STOCK  CLACSES.  593 

declared  by  the  board  of  directors.  In  the  event  of  any  liquidation  or 
dissolution  or  winding  up  (whether  voluntary  or  involuntary)  of  the  corpora- 
tion, the  holders  of  the  preferred  stock  shall  be  entitled  to  be  paid  in  full  the 
par  amount  of  their  shares,  and  after  the  payment  to  the  holders  of 
the  preferred  stock  of  its  par  value,  the  remaining  assets  and  funds 
bhall  be  divided  and  paid  to  the  holders  of  the  common  stock,  accord- 
ing to  their  respective  shares.  The  common  stock  shall  be  subject  to  the 
prior  rights  of  the  holders  of  the  preferred  stock,  as  herein  declared. 
(From  the  charter  of  the  International  Nickel  Company,  a  New  Jersey 
corporation.) 

Form  1066. 

PREFERRED    STOCK,   NON-CUMULATIVE   AS   TO   DIVI- 
DENDS—PREFERRED AS  TO  PAR  VALUE  AND 
ACCRUED  DIVIDENDS  ON  DISSOLUTION. 

The  holders  of  the  preferred  stock  shall  be  entitled  to  receive,  when 
and  as  declared  by  the  board  of  directors,  out,  of  the  surplus  or  net 
profits,  but  only  out  of  accumulated  profits  and  not  out  of  the  profits  of 
any  subsequent  year  or  years,  non-accumulative  dividends  at  the  rate  of, 
but  not  exceeding  six  per  cent.  (6%)  per  annum,  payable  in  preference 
and  priority  to  any  payment  of  any  dividend  on  the  common  stock  for 
such  fiscal  year;  the  same  to  be  payable  quarterly  or  otherwise,  as  the 
directors  may  from  time  to  time  determine,  on  dates  to  be  fixed  by  the 
by-laws.  In  addition  thereto,  in  the  event  of  any  liquidation  or  dis- 
solution or  winding  up  (whether  voluntary  or  involuntary)  of  the  cor- 
poration, the  holders  of  the  preferred  stock  shall  be  entitled  to  be  paid 
in  full  the  par  amount  of  their  shares,  and  of  all  unpaid  dividends  de- 
clared and  accrued  thereon,  before  any  amount  shall  be  paid  to  the 
holders  of  the  common  stock,  and  the  remaining  assets  and  funds  shall 
be  divided  and  paid  to  the  holders  of  the  common  stock  according  to 
their  respective  shares.  The  common  stock  shall  be  subject  to  the 
prior  rights  of  the  holders  of  the  preferred  stock,  as  herein  declared.  If, 
after  the  payment  of  full  dividends  for  any  fiscal  year  on  the  preferred 
stock,  or,  if,  after  a  sum  sufficient  for  the  payment  thereof  shall  have 
been  set  aside  from  the  surplus  or  net  profits  of  the  company,  there  shall 
remain  any  surplus  or  net  profits  of  such  year,  any  and  all  such  surplus 
or  net  profits  of  such  year,  and  of  any  other  fiscal  year  for  which  full 
dividends  shall  have  been  paid  on  the  preferred  stock,  shall  be  applicable 
to  dividends  upon  the  common  stock;  and  out  of  any  such  surplus  or 
net  profits  the  board  of  directors  may  in  their  discretion  declare  and  pay 
dividends  upon  the  common  stock  of  the  corporation  upon  any  of  the 
dividend  dates  fixed  as  aforesaid,  but  not  until  after  the  dividend  upon 
the  preferred  stock  for  the  current  fiscal  year  shall  have  been  actually 
paid  or  provided  for  and  set  apart.  (From  charter  of  the  United  States 
Shipbuilding   Company,   a   New   Jersey  corporation.) 


594      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1067c 

PREFERRED    STOCK— DIVIDENDS    N  ON- CUMULATIVE, 
DIRECTORS  TO  DETERMINE  TIME  OF  PAYMENT- 
PREFERRED  AS  TO  CAPITAL  ONLY  ON 
DISSOLUTION. 

The  holders  of  said  preferred  stock  shall  be  entitled  to  receive  in 
each  year,  out  of  the  accumulated  profits  of  the  corporation,  in  excess 
of  such  sum,  if  any,  as  shall  have  been  fixed  and  reserved  as  a  working 
capital,  a  non-cumulative  dividend  of  seven  per  cent.,  payable  quarterly, 
half-yearly  or  yearly,  as  the  directors  may  from  time  to  time  deter- 
mine, before  any  dividend  shall  be  set  apart  or  paid  on  the  general  or 
common  stock  of  the  corporation.  If  the  accumulated  profits  in  excess 
of  the  sum  fixed  and  reserved  as  a  workirg  capital  shall  not  be  sufficient 
to  pay,  in  any  year,  a  dividend  of  seven  per  cent,  on  said  preferred 
stock,  then  such  dividend  shall  be  paid  thereon  as  such  excess  of  accumu- 
lated profits  will  suffice  to  pay;  but  the  dividends  thereon  shall  not  be 
cumulative,  but  shall  be  payable  for  each  year  only  out  of  the  accumu- 
lated profits  in  excess  of  the  sum  fixed  and  reserved  as  ^  working  capi- 
tal, and  not  out  of  accumulated  profits  of  any  subsequent  year  or  years. 
Upon  dissolution  of  the  corporation,  or  upon  final  distribution  of  its 
assets,  and  after  the  payment  of  its  debts,  the  preferred  stock  shall 
be  redeemed  at  par  if  the  assets  of  the  corporation,  including  surplus 
and  accumulated  profits,  are  sufficient.  If  the  assets  are  not  sufficient 
to  redeem  said  stock  at  par,  then  all  said  assets,  or  their  proceeds,  shall 
be  distributed  ratably  among  the  holders  of  such  preferred  stock.  If 
the  assets  are  more  than  sufficient  to  redeem  the  preferred  stock  at  par, 
all  remaining  after  such  redemption  shall  be  divided  ratably  among 
the  holders  of  the  general  or  common  stock  of  the  corporation.  (From 
the  charter  of  the  Continental '  Tobacco  Company,  a  New  Jersey  cor- 
poration.) 

Form  1068. 

PREFERRED    STOCK— DIVIDENDS    NON-CUMULATIVE, 

PAYABLE  HALF-YEARLY— NO  PREFERENCE  ON 

DISSOLUTION  EXCEPT  AS  TO  PAR  VALUE. 

Said  preferred  stock  shall  entitle  the  holders  to  receive  in  each  year 
a  dividend  of  eight  per  cent.,  payable  half-yearly  before  any  dividend 
shall  be  set  apart  or  paid  on  said  general  or  common  stock,  and  if  the 
net  profits  in  any  year  shall  not  be  sufficient  to  pay  a  dividend  of  eight 
per  cent,  on  said  preferred  stock,  then  such  dividend  shall  be  paid 
thereon  as  the  net  profits  of  the  year  will  suffice  to  pay.  The  holders 
of  the  preferred  stock  shall  have  a  preference  on  the  assets  of  the  com- 
pany but  the  dividends  thereon  are  not  to  be  cumulative,  but  shall  be 
payable  each  year  only  out  of  profits  of  that  year,  and  such  preferred 
«tock  and  the  certificates  therefor  may  be  issued  by  the  board  of  di- 
rectors by  resolution.  (From  the  charter  of  the  American  Tobacco 
Company,   a   New   Jersey   corporation.) 


CAPITAL  STOCK  CLAUSES.  595 

Form  1069. 
GUARANTEED  PREFERRED  STOCK. 

The  holders  of  the  guaranteed  preferred  stock  shall  be  entitled  to  a 
cumulative  preferential  dividend  of  7  per  cent,  per  annum,  on  the  par 
value  of  the  shares  of  preferred  stock  held  by  them  respectively.  Sub 
ject  to  the  rights  of  the  holders  of  the  guaranteed  preferred  stock,  the 
holders  of  the  common  shall  be  entitled  to  be  paid  out  of  the  surplus 
profits  in  each  year  a  dividend  at  the  rate  of  10  per  cent  per  annum 
for  that  year  on  the  amount  of  the  par  value  of  the  common  stock  held 
by  them  respectively.  The  residue  of  the  surplus  profits  in  each  year 
shall  belong  to  and"  be  divided  among  all  the  stockholders  in  propor- 
tion   to    the    shares    held    by    them    respectively,    whether    preferred    stock 

or  common  stock.     If  at  any  time  before  the    day  of    , 

19....,  the  dividends  paid  to  the  holders  of  the  guaranteed  stock  in 
respect  thereof  shall  amount  in  the  aggregate  to  100  per  cent,  on  the 
par  value  thereof,  then  and  in  such  case  the  preference  hereinbefore 
given  to  sucli  shares  shall  cease  to  exist,  and  thenceforth  the  guar- 
anteed preferred  stock  and  the  common  stock  shall  rank  pari  passu 
for   dividend. 

See  for  guaranteed  stock,  Cook  on  Corporations,  §267;  Clark  &  M., 
Corp.,  §413-415. 

Form  1070. 
FOUNDERS'  SHARES. 

The  capital  of  the  Company  is  $20,000,000  divided  into  200,000  shares 
of  $100,  whereof  199,800  shall  be  called  common  shares  and  200  (to  be 
numbered  1  to  200  inclusive)  are  to  be  called  founders'  shares,  and 
are  to  confer  on  the  holders  thereof  ratably  and  in  proportion  to  the 
number  of  founders'  shares  held  by  them  respectively  the  rights  follow- 
ing, that  is  to  say — 

(1)  The  right  to  half  the  surplus  profits  of  the  company  of  each 
year  which  shall  remain  after  paying  or  providing  for  the  payment  out 
of  such  profits  of  a  dividend  to  the  close  of  such  year  at  the  rate  of 
10  per  cent,  per  annum,  on  the  capital  paid  up  on  the  ordinary  shares, 
and  of  a  dividend  to  the  close  of  such  year  at  such  rate  (not  exceeding 
the  said  rate)  as  may  be  attached  to  any  further  shares,  whether  in  the 
original    or    any    increased    capital    hereafter    issued,    and    after    making 

due  provision  for  the  reserve  fund  in  accordance  with  Clause of  the 

Company's   Articles   of   Association. 

(2)  The  right  to  one-half  of  any  part  of  the  reserve  fund  aforesaid 
or  the  income  thereof,  which  it  may  at  any  time  be  determined  to  divide 
among  the  members. 

(3)  The  right  to  one-half  the  surplus  assets  which  in  the  winding-up 
of  the  Company  shall  remain,  after  paying  otJ  the  whole  of  the  paid-up 
capital,  including  that  paid  wf  on  the  founders'  shares.  Any  of  the 
shares  in  the  capital,  original  or  increased,  may  be  issued  with  any 
preferential,  special  or  qualified  rights  or  conditions  as  regards  dividends, 
capital,  voting,  or  otherwise  attached  thereto,  but  so  that  the  rights 
herebv   attached  to   the  founders'  shares  shall  not  be  infringed,     Divi- 


596   CORPORATION  FORMS  AND  PRECEDENTS. 

deuds   may   be   paid   in   cash   or   by   the   distribution   of   specific   assets  or 
otherwise  as  provided  by  the  regulations  of  the  Company. 
For  definition  of  founders'  shares,  see  Cook  on  Corporations,  §  14. 

Form  1071. 
FOUNDERS'  SHARES. 

The    total    amount    of    the    authorized   capital    stock    of    this    company, 

which   is    dollars,   consisting    of    shares   of   the    par 

value  of  one  hundred  dollars  ($100)  each,  shall  be  divided  and  classi- 
fied as  follows:      Of  the  said  stock,    dollars  shall  be  ordinary 

or  common  shares,  and  the  balance,  viz., dollars  are  to 

be  called  ''founders'  shares,"  and  are  to  confer  on  the  holders  thereof, 
ratably  and  in  proportion  to  the  number  of  founders'  shares  held  by 
them   respectively,   the   rights   following   that   is   to  say: 

The  right  to  one-fourth  the  surplus  profits  of  the  company  of  each 
year  which  shall'  remain  after  paying  or  providing  for  the  payment 
out  of  such  profits  of  a  dividend  for  each  share  at  the  rate  of  six  per 
cent,  per  annum  on  the  whole  capital,  including  both  classes  issued, 
and  outstanding,  and  paid  up,  and  after  making  due  provisions  for 
the  reserve  or  surplus  funds  in  accordance  with  the  provisions  herein- 
after set  forth. 

The  right  to  one-fourth  of  any  part  of  the  reserve  fund  aforesaid 
or  the  income  thereof  which  it  may  at  any  time  be  determined  to  divide 
among   all   the   stockholders. 

The  right  to  one-fourth  of  the  surplus  assets  which  in  the  winding 
up  of  the  affairs  of  the  company  shall  remain  after  paying  off  the  whole 
of   the  paid  up  capital. 

Any  of  the  shares  of  capital,  original  or  increased,  may,  pursuant 
to  the  statutes  of  New  Jersey,  be  issued  with  any  preferential,  special 
or  qualified  rights  or  conditions  as  regards  capital,  voting  or  otherwise, 
attached  thereto,  with  the  consent  of  the  holders  of  two-thirds  of  the  said 
founders'  shares  issued  and  outstanding  and  not  otherwise,  and  always 
so  that  the  rights  hereby  attached  to  the  founders'  shares  shall  not 
be    infringed. 

The  directors  shall  from  time  to  time  set  aside  the  percentage  on 
the  surplus  profits  in  that  behalf  mentioned  in  the  next  clause  herein- 
after contained  as  a  reserve  or  surplus  fund  to  meet  liability  or  con- 
tingencies, or  as  working  capital  or  for  such  other  purpose  as  the 
directors  shall  in  their  absolute  discretion  think  conducive  to  the  interests 
of   the   company. 

The  profits  of  each  year  shall  be  applicable  as  follows: 
(a)  Of  the  profits,  fifty  per  cent,  each  year  to  be  carried  to  the 
reserve  fund,  together  with  such  a  sum  additional,  if  any,  as  the  directors 
shall  think  proper  (with  the  consent  in  writing  of  the  holders  of  two- 
thirds  of  the  founders'  shares)  which  reserve  fund  may  in  the  absolute 
discretion  of  the  directors  be  applied  to  Igie  purchase  and  acquisition  of 
property  real  and  personal,  and  to  the  purchase  and  acquisition  of  its  own 
capital  stock,  and  the  company  may  take  said  capital  stock  in  payment  or 
satisfaction  of  any  debt  due  the  company  from  time  to  time  and  to  such 
extent  and  in  such  manner  and  upon  such  terms  as  its  board  of  directors 


CAPITAL  STOCK  CLAUSES.  597 

shall  deternune,  and  it  may  reissue  said  stock  so  acquired.  Neither  said 
surplus  fund  nor  the  property,  nor  the  capital  stock  so  purchased  and 
acquired,  nor  any  of  its  capital  taken  in  payment  or  satisfaction  of  any 
debt  due  to  the  company,  shall  be  regarded  as  {jrofits  for  the  purpose  of 
the  declaration  or  payment  of  dividends  unless  a  majority  of  the  board 
of  directors,  or  the  holders  of  a  majority  of  all  the  stock  then  issued 
and  outstanding,  shall  otherwise  determine.  The  unused  balance  of  said 
reserve  fund  shall,  after  the  close  of  each  year,  be  retained  in  said 
reserve  fund  until  such  reserve  fund  shall  be  equal  to  the  capital  stock 
for    the   time   being    paid    up    and    outstanding. 

(b)  To  the  payment  of  a  dividend  or  dividends  to  the  close  of  such 
year  on  all  the  stock  of  the  company  of  both  classes  issued  and  out- 
standing,   as   hereinbefore    provided. 

There  shall  be  seven  directors  of  the  company,  divided  into  two  classes 
in  respect  to  the  time  for  which  they  shall  severally  hold  office.  The  first 
class,  composed  of  four  members,  shall  be  chosen  exclusively  by  the 
holders  of  the  founders'  shares  for  the  time  being,  and  shall  hold  their 
offices  for  the  term  of  two  years,  and  until  the  election  of  their  suc- 
cessors, and  the  second  class,  composed  of  three  members,  shall  be  chosen 
exclusively  by  the  holders  of  the  general  or  common  stock,  for  the  time 
being,  and  shall  hold  their  offices  for  the  term  of  one  year  and  until 
the  election  of  their  successors.  The  successors  of  the  directors  of  said 
two  classes  respectively  shall  be  chosen  by  the  holders  of  the  founders' 
shares  and  by  the  holders  of  the  general  or  common  shares  as  afore- 
said, so  that  four  of  the  directors  shall  at  all  times  be  chosen  by  the 
holders  of  the  founders'  shares  and  three  of  the  directors  be  chosen 
by  the  holders  of  the  general  or  common  shares.  (From  charter  of 
Sargent   Automatic   Eailway   Signal   Co.,   a   New  Jersey   corporation.) 

See  Cook  on  Corporations,  §  14. 

Form  1072. 

LIMITATIONS    ON    VOTING    POWERS    OF    PREFERRED 
STOCKHOLDERS. 

So  long  as  the  dividends  reserved  on  said  preferred  stock  shall  be 
paid  as  and  when  the  same  are  by  this  instrument  to  be  paid,  the  hold- 
ers of  the  preferred  stock  shall  have  no  voting  power  on  any  question. 
In  the  event,  however,  that  any  dividend  due  on  the  preferred  stock  shall 
not  be  paid  when  payable  hereunder  and  shall  remain  so  unpaid  for  a 
period  of  four  months,  then  a  special  meeting  of  the  stockholders  of 
the  company  shall  be  called  at  the  request  of  any  preferred  stockholder 
or  stockholders  owning  preferred  stock  of  the  par  value  of  fifty  thou- 
sand dollars  ($50,000),  which  meeting  shall  be  convened  on  ten  days' 
notice  by  mailing  a  copy  of  such  notice  to  each  preferred  stockholder  of 
record  at  the  time  such  notice  is  mailed  to  his  addressr  as  the  same 
appears  at  the  time  upon  the  preferred  stock  ledger  hereinbclow  men- 
tioned, and  at  such  meeting,  if  said  dividends  still  remain  unpaid,  the 
holders  of  a  majority  of  the  preferred  stock,  present  or  represented 
at  said  meeting,  shall  be  entitled  to  elect  a  new  board  of  directors 
of  the  company,  and  the  voting  power  theretofore  vested  exclusively 
in   the    common    stock   of   the   company   shall    for   the   time   being   wholly 


598      CORPORATION  FORMS  AND  PRECEDENTS. 

aease.      The  election   of   the  new  board  of   directors   in  the   manner  here- 
inabove  specified   shall   terminate   the   term   of   office   of   each   member   oi 
the    existing    board    of    directors    elected    by    the    common    stockholders. 
Thereafter   and   until   all    arrearages   of    dividends   shall   have   been   paid, 
or    accumulated    as    hereinafter    provided    upon    the    prelened    stock,    the 
voting  power  therctotore  vested  exclusively  in  the  common  stock  shall  vest 
and  remain  in  the  holders  of  the  preferred  stock.     One   monih   after  the 
payment    of    all    defaulted    dividends    upon    the    piefeiied    stock    or    the 
accumulation    of    net    earnings    equal    to    said     defaulted    dividends,    the 
votini'-    power    then   vested   exclusively    in    the   preferred   stock    shall   cease 
and   such   exclusive   voting   power   shall   bo  restored  to   the   holders  of   the 
common   stock,    and    a   new    board    of    directors   may   be    elected   by   such 
exclusive  vote  of  the  common  stock,  at  a  meeting  duly  called  and  held  as 
above  provided   concerning  any  meeting   following   a   default   in   the   pay- 
ment  of   dividends  on   the  preferred  stock,  save  only  that   notice  thereof 
shall  be  given  alone  to  the  holders  of  the  common  stock,  and,  such  meet- 
ing   being    held    and    such    new   board   being   elected,    the    term    of    office 
of  each  director  elected  by  the  vote  of  the  preferred  stock  shall  at  once 
expire.      At   the   end   of   each  fiscal  year   the   company   shall   cause  a   full 
audit    of   its    accounts   to   be   made   by   some    certified   public   accountant, 
which  audit   shall   at   all   times   be   open  to   the   inspection   of   all   holders 
of  the  preferred  stock  of  the  company.     During  any  period  of  time  that 
the    corporation    shall    be   managed   by    a   board    of    directors    elected   by 
the    preferred    stockholders,    the    books    of    account    showing    the    business 
and    earnings    of    the    said    corporation    shall    be    open    at    all    reasonable 
times,    not    oftener    than    once    in    three    months,    to    the    inspection    and 
examination    of   the    owners    of    a    majority    of   the    common    stock.      The 
by-laws   of    the    corporation   shall    contain    provisions    consistent   with   the 
foregoing,    and   the    portion    of    said    by-laws    so    providing    shall    not    be 
subject  to  amendment  or  "change,  save  by  the  assent  in  writing  of  at  least 
two-thirds  of  all  the  outstanding  shares  of  the  preferred  stock  and  also 
by  the  vote  of  at  least  two-thirds  of  all  outstanding  shares  of  the  com- 
mon stock  of  the  company.     A  preferred  stock  ledger  shall  be  kept  by 
the   company   at   its   principal    office,    setting    forth   the   names    and   post- 
office   addresses   of  the   preferred   stockholders   respectively,   and  the  num- 
ber of  shares  of  preferred  stock  held  by  each  and  each  transfer  of  pre- 
ferred stock   of  the   company  and  like   information   as   to   each  transferee 
shall  from  time  to  time  be   entered  upon   such  ledger,  which  shall  be  at 
all    reasonable   times   open   to    the   inspection    of   any   owner   of    any   pre- 
ferred stock  of  the  company.     No  mortgage  shall  be  created  or  assumed 
by  the  company,  nor  shall  any  class  of  its  capital  stock  now  or  hereafter 
existing  other  than  its  common  stock,  be  increased,  nor  shall  said  company 
be   merged   into   or   consolidated   with   any   other   company,   unless    (in   the 
event  that  the  company  at  the  time  be  managed  by  a  board  of  directors 
elected  by  the  holders  of  the  common  stock)   there  shall  first  be  obtained 
the  consent  of  the  holders  of  seventy-five  per  cent,  of  the  preferred  stock 
outstanding   at   the   time,   or   unless    (in   the   event  that   at   such  time  the 
company  shall  be  managed  by  a  board  of  directors  elected  by  the  holders 
of   the   preferred   stock)    the  like   consent   shall  be   first  obtained   of   the 
holders    of   seventy-five   per    cent,    of   the    common    stock.      The    foregoing 
provisions  shall  be  construed  as  limitations  upon  the  voting  power  of  the 


CAPITAL  STOCK  CLAUSES.  599 

holders  of  capital  stock  of  the  company  (no  voting  power  whatever  on 
any  question  being  vested  in  the  holders  of  preferred  stofck,  except  as 
hereinabove  provided),  any  future  law  of  the  State  of  Aew  Jersey,  in 
any  wise  to  the  contrary  notwithstanding,  said  provisions  having  been 
agreed  upon  by  the  parties  to  these  presents  as  constituting  conditions  pre- 
cedent to  the  organization  of  said  conii)any.  (From  the  charter  of  the 
Royal  Baking  Powder  Company,  a  IS'ew  Jersey  corporation.) 

See  for  voting  rights  of  preferred  stockholders,  Cook  on  Corporations, 
§§  L'G9,  'Hi);   Clark  &  M.,  Corp.,   S  417g. 

Form  1073. 

STOCK  ALL  OF  ONE  CLASS— PAR  VALUE  OF 
SHARES  $1000. 

The  company  shall  be  authorized  to  issue  capital  stock  to  the  extent 
of  one  hundred  and  sixty  million  dollars  ($160,000,000)  divided  into 
shares  of  the  par  value  of  one  thousand  dollars  each.  (From  the  charter 
of  the  Carnegie  Company,  a  New  Jersey  corporation.) 

The  par  value  of  shares  is  usually  not  over  $100.  By  some  statutes 
it  is  provided  that  the  par  value  of  shares  shall  not  exceed  $100,  or  be 
less  than  a  certain  sum.  See  as  to  par  value,  Tschumi  v.  Hills,  6  Kan. 
App.   549. 

By  Laws  N.  Y.  1912,  C.  351,  the  Certificate  of  Incorporation  may  provide 
for  the  issuance  of  shares  of  stock,  other  than  preferred  stock  having  a 
preference  as  to  principal,  without  any  nominal  or  par  value. 

The  certificate  for  such  shares  shall  plainly  state  the  number  of  shares 
which  it  represents,  and  the  number  of  such  shares  which  the  corporation  is 
authorized  to  issue,  and  shall  not  state  any  nominal  or  par  value  of  such 
shares. 


CHAPTER  VII. 

AGREEMENTS  PRELIMINARY^  TO  FORMA- 
TION OF  CORPORATIONS. 

Form  1074. 
PRELIMINARY     AGREEMENT     TOR     INCORPORATION. 

Memorandum  of  agreemeut,  made  this day  of   ,  A.  D. 

Nineteen    Hundred   and    (19. . .  . ),   between   '  * 

Company,"    a    corporation    of    the    state    of    ,    party    of 

the  first  part ;  and and of ,  representing 

themselves  and  the  other  stockholders  of  "The Company,"  a  cor- 
poration   of    the    state    of    ,    parties    of    the    second    part,    and 

,    trading   as    ,    of    ,   acting    hereunder    by 

,  parties  of  the  third  part : 

Whereas,  the  parties  of  the  first  and  second  parts  hereto  are  about 
to    form    a    corporation    for    the    purpose    of    manufacturing    and    selling 

and  products  of   a  similar  character,   with  an  issue  of  preferred 

and  common  stock  under  the  terms  hereinafter  set  forth,  and  the  parties 
of  the  third  part  have  agreed  to  purchase,  or  provide  the  money  for  pur- 
chasing certain  of  such  stock,  under  the  terms  hereinafter  set  forth,  so 
as  to  assist  in  the  organization  of  the  said  corporation; 

Now  know  all  men  by  these  presents  that  the  parties  hereto,  for  and  in 
consideration  of  the  premises,  and  of  the  sums  of  one  dollar  each  unto 
the  other  in  hand  paid  by  the  others,  the  receipts  whereof  are  hereby 
acknowledged,  do  hereby  agree  each  with  the  other  for  themselves,  their 
several  and  respective  successors,  heirs,  executors,  administrators  and  as- 
signs  as   follows: 

First:  The  parties  of  the  first  and  second  parts  agree  to  procure  at 
once   the    incorporation    of    a    company   under    the    laws    of    the    state    of 

,  to  be  called  ' '  The Company, ' '  hereinafter  called  ' '  the 

new   Company,"   or   such   other   name   as   the   Secretary   of   State   of   said 

state  of   will  permit,  which  shall  have  a  capital  stock  of   

dollars  ($ ),  dollars  ($ )  of  which  shall  be  pre- 
ferred stock,  and dollars   ($ )   of  which  shall  be  common 

stock. 

Second:  The  party  of  the  first  part  agrees  to  sell  and  convey  to  the 
said    new    Company,    when    formed,    such    of    its    lands    as    can    be    used 

for   the   purposes   of   a    or    works,    and,   together,   with    its 

factory,  plant  and  tools  at   ,  also  other  lands  and   plant 

at    ,     ,    of    about     ( )    acres,    and    its 

interest   in  the  leasehold  factory  now  controlled  by   it   in    ,  all 

of  which  plants  are  to  be  in  good  working  condition,  and,  all  its  interest 
in  any  patent  rights,  trade  marks,  brands,  etc.,  which  it  holds  or  controls, 

600 


PRELIMINARY  AGREEMENTS.  601 

in   connection    with   its    business;    and   also   to   deliver   to  said 

corporation    and  goods  in  process  of  manufacture  and  supplies 

at   cost,   or  cash,  to   the  extent  of    dollars    ($ ),   for   which 

property  and  cash   it   is  agreed  that  the  party  of  the  first  part  is  to  re- 
ceive   from    the    new    Company,    when    formed,    full    paid    non-assessable 

preferred  stock  to  the  amount  of   dollars    ($ ),  and  full 

I)aid   nonassessable   common    stock    to   the    amount   of    dollars 

($ ). 

Third:     The    parties    of    the    second    part    agree    that    "The    

Compauy ' '    will    complete    its    works    at    , 

and    have    them    in    full    ojjerating    condition,    Qapable    of    producing    not 

less  than   ,  of  completed per  day,  with  all  the  necessary 

engine  power  and  storage  capacity  complete  for  carrying  on  the  business  as 

to   buildings,    plants    and    tools;    and   that    "The    Company" 

will   sell   and   convey   to   the   new   Company   about   to   be    formed    the   said 

plant  so   completed  and  all   its  lands,    deposits,   leasehold   and    • 

other    jtroperties    in    connection    with    its    plant,    and    will    also 

deliver  to  the  said  corporation  and  goods  in  process  of  manu- 
facture and  supplies  at  cost,  or  cash,  to  the  extent  of   dollars 

($ ),    for    which    property    and    cash    it    is    agreed    that    the    said 

parties  of  the  second  part  are  to  receive  from  the  new  corporation,  when 

formed,  full  j)aid  non-assessable  preferred  stock  to  the  amount  of 

dollars     ($ ),    and    full    paid    non-assessable    common    stock    to    the 

amount  of    dollars    ($ ). 

Fourth:  It  is  agreed  that  the  property  and  interests  so  to  be  con- 
veyed by  the  parties  of  the  first  and  second  parts  to  the  new  Comj)any 
shall   be   conveyed   and  transferred   clear  of  all   incumbrances,  with   taxes, 

insurance  and  other  out-goings  adjusted  as  of  the   day  of   , 

19 

It  is  also  agreed  that  the  plant  of  said  "The   Company"  is 

to  be  completed  to  the  satisfaction  of  the  parties  of  the  first   and  third 

parts,  and   that   the  plant  will  produce  at  least    of  completed 

......    per  day;   and  in  case  of  disagreement  as  to  this  fact  such  plant 

is   to   be   so   completed   to   the   satisfaction   of   some   expert 
manufacturer,    to    be    agreed   upon    between    the   parties,   and    in   case   of 
their   disagreement   as  to   the  expert   so   to  be   appointed,   he   is  to  be  ap- 
jiointed  by  either  the  Chief  Justice  of  the  Supreme  Court  of 
or  one  of  the  judges  of  the  District   Court   of  the   United  States  for  the 
District  of   

Fifth:     It  is  .agreed  that   dollars   ($ )   of  the  preferred 

stock  of  the  new  Company  shall  remain  unissued,  to  be  disposed  of  by  sale 
for  the  purposes  of  the  new  Company  as  may  be  directed  hereafter,  bv 
its  board  of  directors. 

Sixth:  It  is  agreed  that  it  shall  be  provided  in  the  charter  or  Articles 
of  Association  of  the  new  Company  that  the  preferred  stock  shall  have 
the  first  priority,  to  the  extent  of  its  payment  in  full,  with  interest,  and 
no  more,  in  any  division  of  the  assets  of  the  Company,  and  shall  be 
entitled  to  a  per  cent.  (..%)  annual  cumulative  dividend,  pay- 
able half  yearly,  and,  after  the  common  stock  has  received  a  like  divi- 
dend,   shall   be    entitled    to    share    with    the    common    stock    in    any    surplus 


602   CORPORATION  FORMS  AND  PRECEDENTS. 

profits  up  to  but  not  exceeding  a  further   per  cent   (..%)   upon 

the  preference  issue. 

Seventh:     It    is    further    agreed    tliat    the    new    Company   shall    have    a 

Board  of   ( .  . )   Directors,  of  whom  the  party  of  the  first  part 

shall  be  entitled  to  nominate  and  elect    ( ■  • )  ;   the  party  of  the 

second  part    ( •  • )  »   ^i"*!  the  preferred  shareholders    ( •  •  )  ; 

and  that  for  the  purposes  of  carrying  out  this  Agreement,  the  Charter 
shall  provide  that  the  holders  of  the  preferred  stock  shall  be  entitled  to 

elect    the    Directors   above    specified   to    represent    them;    and 

also  the  parties  of  the  second  part  agree  to  execute  and  deliver,  or  cause 
to  be  executed  and  delivered  to  the  party  of  the  first  part  irrevocable 
powers  of  attorney  to  vote shares  of  $ each  of  the  com- 
mon stock  of  tke  new  Company  standing  in  the  name  of  the  parties  of 
the  second  part.  It  is  further  agreed  that  the  Charter  shall  provide  that 
if,  for  two  successive  years,  the  dividends  are  not  earned  and  paid  upon 
the  preferred  stock,  the  preferred  shareholders  shall  be  entitled  to  elect 
a  majority  of  the  Directors,  and  that  such  powers  shall  remain  vested  in 
such  preferred  shareholders  until  the  corporation  again  resumes  the 
payments  of  the  dividends  due  upon  the  said  preferred  stock. 

It  is  also  agreed  that  the  Charter  shall  provide  that  the  preferred 
shareholders  shall  be  entitled  to  vote,  share  and  share  alike  with  the 
common  stockholders,  upon  any  proposition  to  sell  the  property  of  the 
Company  as  a  whole;  and  that  such  Charter  shall  also  provide  that  the 
salaries  of  the  principal  ofiicers  of  the  Company  shall  be  fixed  by  not 
less  than   a  two-thirds  vote   of   the   Directors;    and   shall  provide  that  no 

dividends  shall  be  paid,  except  upon  certificate  of  audit  of  '•' ," 

showing   that   the   same   have   been   earned ;    which   " " 

shall  be  appointed  Auditor  of  the   Company,  and  also   Transfer  Agents, 

and  which  " "  shall  countersign  all  certificates  of  stock,  and  shall 

certify  the   original   issue   in  accordance  with  this  Agreement. 

Eighth:    It    is    agreed    that    the    Charter    shall    also    provide   that    after 

the  payment  of  the   per  cent.   (..%)    dividend  upon  the  preferred 

stock,  before  any  dividend  shall  be  declared  and  paid  upon  the  common 
stock,  the  new  Company  shall  set  apart  out  of  any  other  profits  earned  as 

undivided  profits  an  annual  sum  of  not  less  than dollars  ($ ) 

until  it  has  accumulated  a  fund  in  this  manner  of  dol- 
lars, which  fund  is  to  be  used  by  the  new  Company,  or  invested  by  it, 
as  may  be  directed  by  the  Board  of  Directors  from  time  to  time,  but 
is  not  to  be  used  for  the  payment  of  dividends. 

Ninth:  The  expenses  of  forming  the  new  Company,  including  all 
preliminary  negotiations  leading  up  to  the  formation  of  and  union  of 
the  two  concerns,  and  including  also  Auditors'  fees,  valuation  fees,  ex- 
pense of  searching  titles,  payment  of  incorporation  fees  and  all  expenses 
connected  with  the  organization  of  the  new  Company  and  the  carrying 
out  of  this  agreement  shall  be  a  debt  of  the  new  Company  when  organ- 
ized, but  the  total  amount  of  the  same  shall  not  exceed  the  sum  of 

dollars    ($ ). 

Tenth:  In  consideration  of  the  undertakings  of  the  parties  of  the 
first   and  second  parts,   the   parties   of  the   third   part   agree   to   purchase, 

or  procure  the  purchase  of dollars  of  the  preferred  stock  of 

the  said  new  Company  at  par,  on  or  before  the  day  of   , 


PRELIMINARY  AGREEMENTS.  603 

19....,   or   twenty   days   after   the   Jncori)oratioii   of   the   new   Company   if 

the  same  occurs  after   ,  19.  ... ;  such  ijarties  of  tlie  third  part 

hereby  undertake  and  agree  to  pay  to  the  party  of  the  first  part  on  or 

before ,  19 ,   dollars   ($. ),  in  cash,  for  $ 

of  the  preferred  stock,  so  to  be  as  afore.said  delivered  to  the  party  of 
the   first   part    l)y    the   new    Company;    and    to    pay   to    the    j)arties    of    the 

second    part    dollars    ($ )    in    cash    for   .$ of    the 

preferred  stock  to  be  as  aforesaid  delivered  to  the  parties  of  the  second 
part  by  the  new  Company;  and  in  consideration  of  such  agreement  by 
the  parties   of  the   third  part,   the   parties   of  the   first   and   second   parts 

each  agree  to   deliver  to  the  parties  of  the  third  part    dollars 

($ )    worth  of  .the  common  stock  of  the  said  new  Company  at  par 

full  paid;  and  each  of  the  parties  of  the  first  and  second  parts  agree 
to   subscribe    for   and   take    at   par,   from    the    parties    of   the   third    part 

dollars   ($ )   of  the  preferred  stock  so  to  be  purchased  by 

the  parties  of  the  third  part;  and  the  parties  of  the  third  part,  in  con- 
sideration  of   such  latter  agreement,   agree  to   divide  between   and  deliver 

back  to  the  parties  of  the  first  and  second  parts dollars  ($ ) 

of  the  said  common  stock  so  to  be  given  to   them  as  aforesaid. 

In   Witness   Whereof,   said  the    Company,   party  of  the 

first  part  hereto  has  caused  these  presents  to  be  signed  by  its  president 
and  its  corporate  seal  to  be  hereunto  affixed  and  attested  by  its  secre- 
tary, and  the  said  parties  of  the  second  and  third  parts  have  hereunto 
set  their  hands  and  seals  the   day  and  year  first  above  written. 

[Corporate  Seal]  The    Company, 

By 

Its  President. 

Attest. 


Secretarv. 


Parties  of  the  second  part. 


Parties   of   the   third   part. 

See  Form  1146,  post.  See  also  Chapter  XXXV  for  forms  of  re- 
organization   agreements    contemplating    organization    of    new    corporation. 

"A  promoter  is  a  person  who  brings  about  the  incorporation  and  or- 
ganization of  a  corporation.  lie  brings  together  the  persons  who  become 
interested  in  the  entcrjiriso,  aids  in  procuring  subscriptions,  and  sets 
in  motion  the  machinery  which  leads  to  the  formation  of  the  corporation 
itself."  Cook  on  Corporations,  §  TO-"),  quoted  and  approved  in  Dickerman 
v.  Northern  T.  Co.,  176  U.  S.  181  ;  Burbank  v.  Dennis,  101  Cal.  90. 

For  full  discussion  of  promoters,  their  duties,  rights  and  liabilities, 
see   Cook    on    Corporations,    §§705-707;    Clark   &    M.,   Corp.,    §§99-110. 

See  for  liability  of  corporation  on  contracts  made  in  its  behalf  by  pro- 
moters, Cook  on  Corporations,  §707;  Clark  &  M.,  Corp.,  §101, 


604      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1075. 

AGREEMENT  PRELIMINARY  TO  THE  FORMATION  01' 
THE  AMERICAN  SNUFF  COMPANY. 

Memorandum  of  agreement  made  this  15th  day  of  February,  1900,  be- 
tween?* George  B.  Wilson,  Henry  D.  Moore  and  John  W.  Woodside,  of  the 
first  part,  James  B.  Duke  of  the  second  part,  and  John  B.  Cobb  of  the 
third  part: 

The  parties  of  the  first,  second  and  third  parts  agree  to  and  with  each 
other,  to  forthwith  organize  a  corporation  under  the  laws  of  the  State 
of  New  Jersey,  by  the  name  of  the  American  Snuff  Company,  or  other 
name  to  be  agreed  on  by  the  parties  hereto,  with  an  authorized  capital  stock 
of  twenty-five  million  dollars  ($25,000,000),  of  which  twelve  million  five 
hundred  thousand  dollars  shall  be  six  per  cent,  non-cumulative  preferred 
stock,  and  twelve  mUlion  five  hundred  thousand  dollars  ($12,500,000) 
shall  be  common  stock. 

There  shall  be  a  provision  in  the  charter  that  no  mortgages,  or  in- 
cumbrances of  any  kind,  shall  be  placed  upon  any  of  the  property  of  such 
proposed  corporation  as  a  prior  lien  to  such  preferred  stock,  and  any 
{irofits  realized  by  such  corporation  to  the  extent  of  six  per  cent,  upon 
such  preferred  stock,  or  any  part  thereof,  as  may  be  earned  in  any  year, 
shall  be  first  applicable  to  such  preferred  stock.  If  any  profits  are 
realized  by  the  corporation  in  any  one  year  beyond  the  sum  necessary 
to  pay  six  per  cent,  dividends,  such  profits  shall  be  applicable  to  the 
common  stock   only. 

The  said  parties  of  the  first  part  agree  to  undertake  to  deliver  to  said 
proposed  corporation,  in  such  manner  as  counsel  may  advise,  all  of  the 
issued  stock  of  the  Atlantic  Snuff  Company,  a  corporation  organized 
under  the  laws  of  the  State  of  New  Jersey,  with  an  authorized  capital 
stock  of  ten  million  dollars,  of  which  one  million  eight  hundred  and  thirty- 
six  thousand  five  hundred  dollars  is  preferred,  and  seven  million  five 
hundred  thousand  two  hundred  dollars  is  common  stock,  or  all  the  property 
real  and  personal  (and  the  property  of  all  corporations  owned  or  con- 
trolled by  it),  together  with  its  or  their  good-will,  business  and  trade- 
marks. The  party  of  the  second  part  agrees  to  undertake  to  deliver  and 
have  conveyed  to  said  proposed  corporation,  in  such  manner  as  counsel 
may  advise,  the  snuff  business  and  good-will  of  The  American  Tobacco 
Company  and  the  Continental  Tobacco  Company,  together  with  all  of 
the  real  and  personal  property  of  said  The  American  Tobacco  Company 
and  Continental  Tobacco  Company,  used  by  them  or  either  of  them,  and 
pertaining  to  the  snuff  business  of  them  or  either  of  them,  and  the  good- 
will and  trade-marks  of  the  snuff  business  of  said  companies. 

The  party  of  the  third  part  agrees  to  undertake  and  have  conveyed 
to  said  proposed  corporation,  in  such  manner  as  counsel  may  advise,  the 
snuff  business  and  good-will  of  P.  TiOrillard  Company,  together  with  all 
of  the  real  and  personal  property  of  said  P.  Lorillard  Company,  used  by 
it,  and  pertaining  to  the  snuff  business  of  it,  and  the  good-will  and  trade- 
marks of  the  snuff  business  of  said  corporation. 

The    consideration    of    such    conveyance    to    such    proposed    corporation 

•as  above  set  forth  by  said  parties  of  the  first  part  shall  be  seven  million 

five  hundred  thousand  dollars  ($7,500,000),  of  the  preferred  stock  of  said 


PRELIMINARY  AGREEMENTS.  605 

proposed  corporation,  and  two  million  five  hundred  thousand  dollars 
($2,500,000),  of  the  common  stock  of  said  proposed  corporation  applied 
pro  rata  to  the  total  present  issue  of  preferred  and  common  stock  of  the 
Atlantic  Snuff  Company. 

The  considcrat  ion  of  such  conveyance  to  such  proposed  corporation  as 
above  set  forth  by  the  said  parties  of  the  second  and  third  parts  shall 
be  two  million  five  hundred  thousand  dollars  ($ii,500,000)  of  said  pre- 
ferred stock  of  said  proposed  corporation  and  seven  million  five  hundred 
thousand  dollars  ($7,500,000)  of  the  common  stock  of  said  proposed 
corporation  to  be  issued  to  The  American  Tobacco  Company,  the  Con- 
tinental Tobacco  Company  and  the  P.  Lorillard  Company,  in  such  pro- 
portions as  the  parties  of  the  second  and  third  parts  hereto  shall  here- 
after  notify   said   proposed   corporation. 

It  is  agreed  that  the  ])arties  of  the  first  part  shall  deliver  and  convey 
to  said  proposed  corporation  all  of  the  assets  of  the  Atlantic  Snuff  Com- 
pany, which  (exclusive  of  good-will  and  trademarks)  shall  be  of  the 
fair  value  of  at  least  one  million  eight  hundred  and  thirty-six  thousand 
five  hundred  dollars  ($1,836,500),  all  of  which  shall  be  good,  useful  and 
available,  and  free  of  debts,  liens  and  liabilities.  All  real  estate  and 
machinery,  tobacco,  raw,  wrought  and  in  process,  supplies  and  materials 
are  to  be  taken  at  book  value,  not  exceeding  cost.  The  book  accounts 
included   in  such  assets  are  to  be  satisfactorily  guaranteed. 

It  is  agreed  that  the  parties  of  the  second  and  third  parts  shall  deliver 
and  convey  to  such  proposed  corporation  all  of  the  assets  of  The  American 
Tobacco  Company,  Continental  Tobacco  Company  and  P.  Lorillard  Com- 
pany, pertaining  to  the  snuff  business  of  said  companies  respectively, 
which  said  assets,  exclusive  of  good-will  and  trade-marks,  shall  in  the 
aggregate  be  of  the  fair  value  of  at  least  one  million  five  hundred  thou- 
sand dollars  ($1,500,000),  all  of  which  shall  be  good,  useful  and  avail- 
able, and  free  of  debts,  liens  and  liabilities.  All  real  estate  and  machin- 
ery, tobacco,  raw,  wrought,  and  in  process,  supplies  and  material,  are  to 
be  taken  at  book  value  not  exceeding  cost.  The  book  accounts  included 
in  such   assets   are  to  be  satisfactorily   guaranteed. 

The  deliveries  and  conveyances  herein  contemplated  shall  be  as  of 
March  1st,  1900.  Said  proposed  corporation  shall  accept  and  assume  such 
contracts  of  the  Atlantic  Snuff  Company,  The  American  Tobacco  Com- 
pany, the  Continental  Tobacco  Company  and  P.  Lorillard  Company, 
as  Messrs.  Henry  D.  Moore,  George  B.  Wilson.  James  B.  Duke,  and  John 
B.  Cobb  shall  agree  that  it  is  advis.-ible  for  said  proposed  corporatiou  to 
accept  and  assume. 

If  said  proposed  corporation  shall  pay  any  money,  or  deliver  any  article 
or  thing  on  account  of  any  obligation,  by  way  of  rebate  or  otherwise 
issued  or  undertaken  by  the  Atlantic  Snuff  Company,  or  The  American 
Tobacco  Company,  or  Continental  Tobacco  Company,  or  P.  Lorillard  Com- 
pany, prior  to  March  1st,  1900,  the  amount  so  paid  by  said  proposed  cor- 
poration, or  the  value  of  the  article  or  thing  so  delivered  by  said  pro- 
posed corporation,  in  performance  of  such  obligation,  shall  be  refunded 
to  said  proposed  corporation  by  the  corporation,  or  party,  whose  obliga- 
tion was  thus  performed  by  said  proposed  corporation,  though  this  shall 
not  be  construed  as  binding  on  said  proposed  corporation  to  ]iay  any  such 
obligation   unless   it   elects  to   do  so;    if  any  manufactured   goods  sold  by 


606   CORPORATION  FORMS  AND  PRECEDENTS. 

the  Atlantic  Snuff  Company,  The  American  Tobacco  Company,  the  Con- 
tinental Tobacco  Company  or  P.  Lorillard  Company  have  to  be  taken 
or  transferred  by  said  proposed  corporation,  the  amount  of  loss  or  injury 
sustained  by  said  proposed  corporation  by  such  taking  or  transfer  shall 
be  paid  to  it  by  the  corporation   or  party   who  sold  such  goods. 

There  shall  be  a  conmiittee  of  four  to  determine  the  available  assets, 
exclusive  of  real  estate  and  machinery  of  the  Atlantic  Snuff  Company, 
The  American  Tobacco  Company,  P.  Lorillard  Company  and  Continental 
Tobacco  Company.  Two  members  of  this  committee  shall  be  appointed 
by  Henry  D.  Moore,  and  two  by  James  B.  Duke.  If  the  decision  of  such 
committee  as  to  the  availability  of  any  such  assets  shall  not  be  satis- 
factory to  its  owner,  and  cannot  be  made  satisfactory  within  three  days 
after  the  report  of  the  committee  thereon,  the  difference  of  opinion  shall 
be  settled  by  an  arbitrator  selected  by  said  committee,  whose  decision 
shall  be  final  and  conclusive  and  shall  be  made  within  five  days  after 
the  time  of   his  selection. 

One  half  of  the  expenses  of  organization  of  said  proposed  corporation, 
which  have  to  be  paid  in  advance  of  said  organization,  shall  be  advanced 
by  the  parties  of  the  first  part  and  the  other  half  by  the  parties  of  the 
second  and  third  parts,  and  all  such  advance  shall,  immediately  after 
its   organization,   be   refunded    by   said   proposed   corporation. 

Said  proposed  corporation  shall  be  organized  by  and  under  the  advice 
of  the  firm  of  Jones,  Carson,  &  Beeber  and  W.  W.  Fuller,  none  of  whom 
shall  make  any  charge  to  said  proposed  corporation  for  any  services  ren- 
dered by  them;  the  said  firm  of  Jones,  Carson,  &  Beeber  to  look  for  their 
compensation  solely  to  the  parties  of  the  first  part,  and  the  said  W.  W. 
Puller,  to  look  for  his  compensation  solely  to  the  parties  of  the  second 
and  third  parts.  It  is  understood,  however,  that  the  new  corporation 
shall  pay  a  fee  to  Jones,  Carson,  &  Beeber,  in  the  event  of  its  securing 
through  their  advice,  the  acquisition,  upon  satisfactory  terms  of  George 
W.  Helme  Company,  it  being  understood  that  such  compensation  shall 
be  twenty-five  thousand  dollars  ($25,000)  if  said  George  W.  Helme  Com- 
pany agrees  to  sell  to  such  proposed  corporation,  u])on  satisfactory  terms 
to  it,  within  60  days  hereafter ;  or,  only  twelve  thousand  five  hundred 
dollars  ($12,500)  if  after  60  days,  and  within  four  months  of  this  date, 
and  if  not  agreeing  so  to  sell  within  at  least  four  months,  then  no  fee 
to  be  paid  to  the  said  Jones,  Carson  &  Beeber, 

The  parties  of  the  first,  second  and  third  parts  hereto,  respectively, 
undertake  to  have  made  known  and  imparted  to  the  designated  agents 
of  said  proposed  corporation  the  processes,  formulae  and  recipes  for  the 
preparation  and  manufacture  of  snuff,  employed  by  the  Atlantic  Snuff 
Company,  The  American  Tobacco  Company,  Continental  Tobacco  Com- 
pany and  P.  Lorillard  Company. 

The  parties  of  the  first  part  agree  that  each  of  the  directors  of  the 
Atlantic  Snuff  Company  shall  enter  into  contracts  with  the  proposed 
corporation  not  to  go  into  the  business  of  manufacturing  snuff,  in  the 
United  States,  for  a  period  of  ten  years,  either  directly  or  indirectly,  or 
to  take  any  interest  in  manufacturing  snuff  in  said  country,  during  the 
said  time,  without  the  written  consent  of  the  said  proposed  corporation; 
and  that  similar  contracts  shall  be  entered  into  by  The  American  Tobacco 
Company,   Continental  Tobacco  Company  and  P.  Lorillard  Company. 


PRELIMINARY  AGREEMENTS.  607 

It  is  agreed  that  the  property  and  business  of  the  corporation  shall  be 
managed  by  a  board  of  fifteen  directors  divided  into  classes  as  the 
committee  above  named  shall  agree.  Shares  of  preferred  and  common 
stock   shall    have   equal   powers  of  voting. 

The  by-laws  shall  provide  that  the  President,  as  such,  shall  receive 
a  salary  not  exceeding  fifteen  thousand  dollars  a  year;  that  the  Vice 
President  shall  receive  a  salary  not  exceeding  five  thousand  dollars  a 
year;  that  the  Treasurer  shall  receive  a  salary  not  exceeding  five  thou- 
sand dollars  a  year,  and  that  the  Secretary  shall  receive  a  salary  not 
exceeding 'five  thousand  dollars  a  year.  The  by-laws  shall  not  be  amended 
except  by  at  least  two-thirds  of  the  whole  Board  of  Directors.  A  quorum 
of  said  board  shall  consist  of  five  directors.  The  by-laws  shall  provide 
that  the  stock  shall  forthwith  be  listed  on  the  New  York  Stock  Exchange. 
The  charter  shall  provide,  if  counsel  conclude  that  such  provision  can 
be  legally  introduced  into  the  same,  that  the  preferred  stock  shall  not 
be  increased  beyond  the  amount  of  twelve  million  five  hundred  thousand 
dollars  (.$12,.500,000)  without  the  assent,  of  at  least  seventy  per  cent,  of 
the  preferred  stock. 

The  details  of  organizing  said  proposed  corporation,  and  the  carrying 
out  of  this  agreement,  shall  be  determined  by  a  committee  composed  of 
Henry  D.  Moore,  George  B.  Wilson,  Chas.  E.  Halliwell  and  John  B. 
Cobb.  They  shall  proceed  forthwith  to  carry  into  effect  the  same,  and  to 
prepare  by-laws  to  be  submitted  for  adoption,  and  any  question  that  may 
arise  between  the  contracting  parties  hereto,  in  the  formation  of  the 
proposed  corporation,  and  the  conveying  of  any  property  the  settlement 
for  which  is  not  provided  for  herein,  shall  be  determined  by  the  decision 
of  three-fourths  of  such  committee  after  the  consideration  of  such  dis- 
puted question. 

To  the  performance  of  the  agreements  hereinbefore  made,  the  parties 
hereto  each  pledges  his  earnest,  bona  fide  efforts,  but  it  is  to  be  under- 
stood that  no  signer  hereto  incurs  any  personal  liability  for  non-per- 
formance  of   any  part   of  this  agreement. 

Witness  our  hands  and  seals,  at  the  City  of  New  York,  this  15th  day 
of  February,  1900. 

George  B,  Wilson.  [Seal.] 
Henry  D.  Moore.  [Se.u-.] 
John  W.  Woodside.  [Seal.] 
James  B.  Duke.  [Seal.] 
John  B.  Cobb.  [Seal.] 
See   Chapter  XXXV,   posi. 

Form  1076. 

AGREEMENT   PRELIMINARY  TO  THE   FORMATION   OF 
THE  AMERICAN   CIGAR  COMPANY. 

This  agreement,  made  and  entered  into  this  3rd  day  of  January,  1901, 
by  and  between  George  J.  Smith,  of  Kingston,  N.  Y.,  and  Harry  J. 
Luce,  of  New  York  City,  N.  Y.,  partners,  doing  business  under  the  name 
and  style  of  Powell  Smith  &  Company  (hereinafter  called  "Partners") 
parties  of  the  first  part;  and  The  Amerit-an  Tobacco  Company,  a  cor- 
poration organized  and  existing  under  and  by   virtue  of  the  laws  of  the 


608   CORPORATION  FORMS  AND  PRECEDENTS. 

State  of  New  Jersey  (hereinafter  called  "American  Company")  party 
of  the  second  part,  and  Continental  Tobacco  Company,  a  corporation 
organized  and  existing,  under  and  by  virtue  of  the  laws  of  the  state  of 
New  Jersey,  (hereinafter  called  "Continental  Company")  party  of  the 
third  part,  Witnesseth: 

That  partners,  as  an  inducement  to  the  American  Company  and  Con- 
tinental Company,  to  enter  into  this  contract,  represent  and  warrant  to 
them: 

I.  That,  as  partners  in  the  business  of  manufacturing  and  selling 
cigars  under  various  brands,  they  have  for  the  past  three  years  done  a 
business   as   follows:      (Here   follows   a  statement   of   the   business   done.) 

II.  That  Partners  own  and  have  used  without  interference  or  ad- 
verse claim  the  trade-mark  used  by  them,  and  that  they  will  be  able 
to  make  the  conveyance  or  conveyances  hereinafter  set  out  and  herein- 
after contemplated,  and  that  said  conveyance  when  so  made  will  con- 
vey to  the  purchaser  all  of  their  property  and  good-will  needful  and  use- 
ful in  the  carrying  on  of  the  business  free  from  any  debts  or  liabilities, 
and  with  full  power  and  right  in  the  purchaser  to  make  use  of  the  brands 
and  trade-marks  conveyed,  as  well  as  the  tangible  property  and  the  trade- 
name   ' '  Powell,    Smith    &    Company. ' ' 

It  is  agreed  that  the  American  Company  and  the  Continental  Com- 
pany may  send  their  expert  accountants  and  agents  to  examine  the  books, 
papers,  property  and  business  of  Partners,  in  order  to  verify  the  repre- 
sentations above  made,  and  that  Partners  will  afford  such  experts  and 
agents   full   and  unrestricted   opportunity  to   make  such   examination. 

And  it  is  further  agreed  that  if  upon  the  completion  of  such  examina- 
tion such  experts  and  agents  of  the  American  Company  and  the  Conti- 
nental Company  shall  agree  and  report  that  the  representations  of  Part- 
ners above  made  are  substantially  true,  then  and  in  that  case  a  cor- 
poration shall  be.  formed  under  the  laws  of  the  State  of  New  Jersey,  with 
power  to  engage  in  the  business  of  manufacturing  and  selling  cigars, 
cheroots  and  little  cigars,  and  with  such  other  powers  as  the  said  The 
American  Tobacco  Company  and  the  Continental  Company  shall  desire 
or  be  advised  are  desirable,  with  an  authorized  capital  stock  of  ten  mil- 
lion   dollars    ($10,000,000), 

Said  new  corporation  shall  be  organized,  and  the  examinations  herein- 
before provided  for  and  hereinafter  provided  for  shall  be  made  as  ex- 
peditiously as  possible,  so  that  on,  or  as  soon  as  practicable  after  January 
16,  1901,  (conveyances  and  inventories  to  be  as  of  that  date).  Partners 
shall  convey  to  said  new  corporation  their  entire  cigar  business,  including 
name  good-will,  trade-marks,  trade-names,  symbols,  patents  and  copy- 
rights and  rights  analogous  thereto,  recipes  of  manufacture,  and  includ- 
ing also  stock  on  hand,  whether  manufactured,  in  process  of  manufacture 
or  fully  manufactured,  labels,  wrapping-materials,  advertising  matter,  and 
supplies,  machines  and  appliances  suitable  and  useful,  in  the  manufacture 
of  cigars  and  such  as  have  been  used  by  the  Partners  in  their  manufacture 
of  cigars,  real  estate  in  Kingston,  N.  Y.,  and  in  Poughkeepsie,  N.  Y., 
suitable  for  the  business  of  said  new  corporation,  and  all  the  property, 
whether  herein  specially  mentioned  or  not,  owned  by  Partners  useful  and 
available  in  the  business  of  cigar  manufacturing  (except  cash  on  hand, 
bills  receivable,  accounts  receivable  and  contracts  not  hereinafter  scheduled 


PRELIMINARY  AGREEMENTS.  609 

belonging  to  said  Partners,  which  cash,  bills  and  accounts  receivable 
and  contracts  not  hereinafter  scheduled  are  hereby  expressly  excluded 
from  the  contemplated  conveyance)  ;  the  said  conveyance  to  be  of  the 
exclusive  right  to  the  use  of  the  name  of  the  co-partners  "Powell,  Smith 
(Sc  Company,"  as  well  as  of  the  name  or  names  of  either  of  the  part- 
ners, and  any  name  which  Partners  or  the  copartnership  has  a  right  to 
use  on   its  label   or  advertisement. 

Said  conveyance  is  to  contain  warranties  by  Partners,  jointly  and 
severally,  that  the  business  and  property  conveyed  are  free  from  any  lien, 
debt,  liability,  incumbrance  or  assessment  of  any  kind,  legal  or  equitable, 
including  all  taxes  of  whatever  sort  for  the  year  1900,  and  that  the  trade- 
marks conveyed  are  valid  trade-marks,  which  Partners  have  the  right  to 
convey;  and  that  they  will  jointly  and  severally  warrant  and  defend  the 
title  made  to  said  new  corporation  against  all  claim  whatsoever  and  all 
persons    whomsoever. 

At  the  time  of  said  conveyance,  and  in  the  same  instrument,  Part- 
ners shall  and  will  covenant  and  agree  each  for  himself  that  he  will 
not  for  a  terra  of  twenty  years  from  the  date  of  said  conveyance  directly 
or  indirectly  engage  in  the  manufacture  of  tobacco  into  cigars,  or  into 
any  other  of  its  forms,  or  distributing  the  same,  or  own  stock  in  any 
corporation  other  than  said  new  corporation,  and  The  American  Tobacco 
Company  and  the  Continental  Tobacco  Company,  so  engaged  in  such 
manufacture  or  distribution  within  the  several  States,  colonies  or  de- 
pendencies of  the  United  States,  or  the  several  countries  or  nations  of 
Europe  (except  the  State  of  Utah  and  the  Territory  of  Alaska)  except 
for  or  with  the  written  consent  of  said  new  corporation,  authorized  by 
a  majority  vote  of  all  its  Directors,  and  that  they  will  not  permit  the 
use  of  their  names  or  the  name  of  either  of  them  whether  in  connection 
with  each  other  or  separately,  or  with  or  without  other  names  or  initials 
within  said  time   hereinbefore   mentioned,   to  wit,   twenty  years. 

At  the  time  of  said  conveyance  and  in  the  same  instrument.  Partners 
shall  each  for  himself  agree  to  enter  into  and  devote  his  whole  time  and 
best  efforts  to  the  service  of  the  said  new  corporation,  and,  if  the  new 
corporation  desires  so  long  to  retain  him,  to  remain  in  said  busi- 
ness for  five  years,  at  the  following  salaries  respectively  all  pay- 
able in  equal  monthly  installments  to  wit,  George  J,  Smith,  ten  thousand 
dollars  ($10,000)  per  year  and  Harry  J.  Luce  ten  thousand  dollars 
($10,000)  per  year.  Said  contract  of  employment  shall  not,  however, 
require  said  new  corporation  to  retain  the  services  of  either  of  Partners 
beyond  a  year  after  the  said  conveyance,  and  after  said  first  year  term 
the  new  corporation  may  at  any  time  dispense  with  the  services  of  either 
of  said  Partners  without  liability  to  him  for  any  part  of  the  unexpired 
term   of  five  years. 

At  the  time  of  said  conveyance,  and  in  the  same  instrument,  Partners 
shall  further,  each  for  himself,  agree  to  at  any  time  thereafter  instruct 
the  designated  agents  of  said  new  corporation  as  to  any  of  the  formulae, 
recipes  or  processes,  and  that  he  will  not  make  known  to  any  other  than 
such  designated  agents,  or  make  use  of  any  such  formulae,  processes  or 
recipes. 

In  consideration  of  the  conveyances,  covenants  and  agreements  by  Part- 
ners   as   aforesaid,   said   new   corporation    is   to   pay  to    Partners   the   sum 


610   CORPORATION  FORMS  AND  PRECEDENTS. 

of  One  Million  two  hundred  and  fifty  thousand  dollars  ($1,250,000)  in 
cash,  which  said  amount  shall  be  in  full  payment  for  the  trade-names, 
good-will,  trade-marks,  symbols,  recipes,  copyrights,  patents  and  rights 
analogous  thereto  and  all  other  intangible  assets  belonging  to  said 
Partners  of  whatsoever  kind,  and  in  any  way  useful  or  available  in  the 
cigar  business,  except  book  accounts,  bills  receivable  and  contracts  not 
scheduled,  and  a  further  sum  for  the  tangible  assets  useful  and  available 
in  the  cigar  business,  to  be  arrived  at  as  follows:  The  real  estate,  build- 
ings, unmanufactured  stock,  stock  in  process  of  manufacture  and  that 
fully  manufactured,  at  the  cost  thereof  to  Partners  as  shown  by  the  books 
of  Partners,  if  the  same  have  been  accurately  kept.  In  arriving  at  the 
cost  of  any  such  property  no  amount  is  to  be  allowed  for  interest  on  the 
investment  made  by  Partners,  but  in  the  ease  of  stock  or  tobacco  the 
actual  cost  of  carriage,  storage  and  insurance  is  to  be  considered.  Machin- 
ery and  fixtures^  such  as  are  useful  and  available  in  the  cigar  business,  is 
to  be  taken  at  its  actual  and  agreed  value,  and  in  no  one  case  exceeding 
cost.  "Wrapping  material,  labels  and  supplies  other  than  leaf  and  manu- 
factured stock  are  to  be  taken  just  as  leaf  and  manufactured  stock,  pro- 
vided, however,  that  none  shall  be  taken  by  said  new  corporation  except 
such  as  will  be  useful  and  available  to  it  in  its  business.  Such  lease- 
holds as  the  said  Partners  have,  useful  to  said  new  corporation  in  its 
business  shall  be  turned  over  to  said  new  corporation  without  premium. 
If  Partners  have  made  advances  on  contracts  for  purchase  of  leaf,  and 
additional  amounts  are  due  to  the  vendors  thereof,  the  said  new  cor- 
poration will  upon  receipt  of  such  leaf,  if  said  contract  is  taken  by  said 
new  corporation,  pay  for  the  same  by  returning  to  Partners  the  amount 
advanced  by  them  without  interest,  and  settling  with  the  vendor  for  the 
balance  due  him.  No  contract  of  whatever  sort  not  set  out  in  Schedule 
A  hereto  attached  shall  be  taken  by  said  new  corporation  unless  the  same 
is  agreed  to  by  W.  E.  Harris  who  is  the  agent  appointed  hereby  for  both 
the  American  Company  and  the  Continental  Company  to  pass  on  such 
contract. 

It  is  agreed  that  said  new  corporation  shall  be  organized  under  the 
direction  of  the  legal  advisers  of  the  American  Company  and  the  Conti- 
nental Company  and  there  shall  be  no  charge  to  said  new  corporation  for 
legal  advice  and  services  in  its  organization.  The  expense  of  such 
organization  other  than  legal  advice  and  service  shall  be  borne  by  it, 
the  said  new  corporation.  The  stock  of  said  new  corporation  shall  be 
issued  for  cash  at  par,  and  it  shall  be  issued  and  paid  for  in  the  propor- 
tion of  seven  per  cent,  to  Partners  or  their  nominees,  forty-six  and  one-half 
per  cent,  to  the  American  Company  or  its  nominees,  and  forty-six  and  one- 
half  per  cent,  to  the  Continental  Company  or  its  nominees,  and  each  of 
the  parties  shall  meet  any  call  made  by  the  directors  for  cash  in  this  way: 
seven  per  cent,  of  the  amount  so  called  to  be  paid  by  Partners  or  their 
nominees;  forty-six  and  one-half  per  cent,  by  the  American  Company  or 
its  nominees,  and  forty-six  and  one-half  per  cent,  by  the  Continental 
Company  or  its  nominees.  Stocks  shall  issue  to  the  amounts  that  pay- 
ments are  made,  and  at  the  time  of  such  payments,  instead  of  being 
credited  to  the  subscribers  paying  the  same  on  their  respective  stock  sub- 
scriptions. In  case  the  Directors  of  said  new  -corporation  decide  to  pur- 
chase any  other  property  or  business  and  to  pay  for  the  same  in  stock, 


PRELIMINARY  AGRP:EMEXTS.  611 

and  not  in  cash,  the  stock  necessary  and  used  in  such  purchase  shall  be 
deducted  equally  from  the  amount  that  under  this  agreement  would  be 
coming  to  the  American  Company  and  the  Continental  Company  and  the 
payments  required  by  them  shall  be  likewise  abated. 

The  said  new  corporation  shall  be  organized  with  a  paid-up  capital  stock 
of  ten  thousand  dollars,  of  which  the  nominees  of  the  American  Com- 
pany and  the  nominees  of  the  Continental  Company  shall  hold  $9,3UU  and 
Partners  and  their  nominees  shall  hold  $700,  and  these  first  stockholders 
shall  organize  and  elect  a  board  of  directors  and  thereafter  such  board 
of  directors  shall  control  the  operation  of  said  new  corporation,  controlled 
only  by  the  provis'ions  of  this  agreement.  The  said  nominees  of  said  The 
American  Tobacco  Company  and  the  Continental  Company  shall  select  a 
name  for  said  new  corporation  and  fix  the  number  of  the  directors. 

In  witness  whereof,  and  of  all  the  foregoing,  the  said  Partners  have 
caused  this  instrument  to  be  signed  in  their  partnership  jiame  ' '  Powell, 
Smith  &  Company"  by  George  J.  Smith,  one  of  its  active  partners,  and 
they  have  individually  set  their  hands  and  seals  hereto;  and  the  said 
party  of  the  second  part  has  caused  this  instrument  to  be  signed  in  its 
corporate  name  by  its  President,  'and  its  corporate  seal  to  be  affixed, 
attested  by  its  Secretary;  and  said  party  of  the  third  part  has  caused 
this  instrument  to  be  signed  in  its  corporate  name  by  its  first  Vice  Presi- 
dent, and  its  corporate  seal  to  be  affixed,  attested  by  its  Secretary. 
.AH  done  in  triplicate,  the  day  and  year  first  above  written. 

(Signatures  of  all  parties.) 

Form  1077. 

AGREEMENT  PRELIMINARY  TO  FORMATION  OF  MANU- 
FACTURING CORPORATION. 

Memorandum  of  Agreement  made  and  entered  into  by  and  between  The 

Company,  a  corporation  organized  and  existing  under  the 

laws  of  the  State  of  Pennsylvania,  and  having  a  place  of  business  at 

in  said  State,  hereinafter  called  the  Pennsylvania  Company;  and  J.  H. 
S.,  P.  H.  S.  and  H.  M.  S.,  trading  as  J.  H.  S.  &  Son  at  ,  Penn- 
sylvania;   and    the    Iron    Company,    a    corporation    organized 

and   existing   under   the   laws   of   the   State   of   Pennsylvania,   and   having 

places  of  business  at   and   ,  in  said  State;  and  The 

East     Iron    Company,    a    Pennsylvania    Corporation    existing 

in  said  State,  and  having  a  place  of  business  at in  said  State; 

Witncsseth: 

"Whereas  the  respective  parties  hereto  believe  that  the  cost  of  produc- 
tion and  selling  price  of  the  various  products  of  their  manufacture  can 
be  reduced  by  operating  all  their  properties  under  one  management  on 
account  of  the  reduction  in  administration  expenses,  and  also  on  account 
of  location  and  various  economies,  and 

Whereas  the  respective  parties  are  desirous  of  promoting  a  new  enter- 
prise based  upon  their  existing  business  and  plants,  upon  the  following 
terms  and  conditions: 


612      CORPORATION  FORMS  AND  PRECEDENTS. 

Now  Therefore,  the  respective  parties  have  in  consideration  of  the 
sum  of  Five  Dollars  ($5),  each  unto  the  "other  in  hand  paid,  the  receipt 
■whereof  is  hereby  acknowledged,  and  of  the  mutuality  hereof,  agreed 
together  as  follows: 

First.  Each  of  the  respective  parties  hereto  for  themselves,  their  suc- 
cessors, and  assigns  covenant  and  agree  with  the  others  that  they  will 
assign,  set  over  and  transfer  unto  a  corporation  which  it  is  proposed  to 
form  as  hereinafter  set  forth  the  whole  of  their  plants,  franchises,  good- 
will, business,  patents,  trade-marks  and  property  of  every  sort  and  kind 
whatsoever  and  wheresover  situate,  except  bills  and  accounts  receivable, 
as  soon  as  the  organization  of  the  proposed  company  can  be  effected,  but 
not  sooner  than  August  31st,  1899;  and  further  that  the  title  of  the  prop- 
erty so  transferred  shall  be  free  from  encumbrances  of  every  sort  and 
kind  and  also  of  indebtedness  of  every  sort  and  kind,  and  shall  be  good 
and  marketable    (excepting  only  taxes  levied,  but  not  yet  payable). 

Second.  In  consideration  of  the  foregoing  transfers  the  respective  parties 
hereto  agree  to  accept  the  full  paid  and  non-assessable  preferred  stock  of 
the  proposed  corporation  so  to  be  formed  of  a  par  value  of  Fifty  Dol- 
lars ($50)  per  share,  and  of  which  there  shall  be  Three  Million  Dollars 
($3,000,000)    worth   as   follows: 

The    Company,   40%   or   $1,200,000. 

J.  H.  S.  &  Son,  32%  or  $960,000. 

The   Iron  Company,   18%%  or  $555,000. 

The  East    Iron  Company,  9yj%  or  $285,000. 

The  said  preferred  stock  shall  have  an  accumulative  preference  of  Five 
Per  Cent.  (5%)  dividend  annually,  payable  quarterly  on  the  first  days 
of  January,  April,  July  and  October,  and  the  first  preference  as  to  the 
distribution  of  the  assets  of  the  Company;  and  further  none  of  the  i)rop- 
crty  or  franchises  of  the  proposed  company  can  be  mortgaged  without 
the  consent  of  at  least  a  majority  of  the  preferred  stock. 

Third.  It  is  mutually  understood  and  agreed  that  the  common  stock  of 
said  proposed  corporation  shall  be  Seventeen  Million  Dollars  ($17,000,000), 
divided  into  Three  Hundred  and  Forty  Thousand  (340,000)  Shares  of  a 
par  value  of  Fifty  Dollars  ($50)  each,  which  shall  be  sold  only  for  casli 
at  par;  and  further  that  there  shall  be  called  on  said  common  stock  an 
assessment  of  not  less  than  Five  Dollars  ($5)  per  share,  payable  upon 
not   less  than   ten    (10)    days'   notice. 

Fourth.  It  is  further  mutually  understood  and  agreed  that  each  of 
the  respective  parties  hereto  shall  in  addition  to  the  consideration  herein- 
before set  forth  receive  in  payment  for  their  finished  goods  and  stock, 
and  materials  unfinished  and  in  process  of  manufacture,  and  all  sup- 
plies and  raw  materials  which  they  shall  transfer  to  the  proposed  cor- 
poration as  herein  set  forth,  the  market  value  thereof  at  the  time  of  the 
transfer   in   cash. 

Fifth.  It  is  mutually  understood  and  agreed  that  each  of  the  parties 
hereto  shall  have  the  right  until  July  17th,  1899,  to  subscribe  for  so  much 
of  the  common  stock  of  the  proposed  Company,  as  they  may  desire,  so 
long  as  they  do  not  exceed  70%  of  the  ratio  set  forth  of  their  interests  in 
the  preferred  stock  of  the  Company. 


PRELIMINARY  AGREEMENTS.  613 

In  Witness  Whereof  the  parties  hereto  have  duly  executed  these  presents 
this  Seventh  day  of  July,   1899,  in  quintuplicate. 
Witnesses: 

The    Co. 

By     ........  President. 

J.  H.  S.  &  Son, 

By  J.  H.  S. 

The    Iron   Co. 

By ,  President. 

The  East  ....   1  ron  Co. 
By ,  President. 

The  above  instrument  was  involved  and  construed  in  Sternbergh  v. 
Brock,  225  Pa.  279.  The  court  also  considered  the  rights  of  pre- 
ferred stockholders.  See  also  Fidelity  Trust  Co.  v.  Lehigh  Vallej  E.  K. 
Co.,  215  Pa.  610. 

See  for  issuance  of  preferred  stock,  Cook  on  Corporations,  §§  267-278; 
Clark  &  M.,  Corp.,  §§413-419. 

Form  1078. 

CONTRACT  OF  SUBSCRIPTION  AND  AGREEMENT  WITH 

PROMOTERS. 

CONTKACT  FOR  CONSTRUCTION  AND  EQUIPMENT  OF  A  STAND- 
ARDIZING,   CLARIFYING,    PASTEURIZING,    SANITARY    MILK 
DISTRIBUTING  PLANT  AND  ARTIFICIAL  COLD  STORAGE 
IN   CONNECTION   WITH   BUTTER,   ICE   CREAM,   ICE 
MAKING  AND  MILK  BOTTLING  MACHINERY. 
We,  the  subscribers  hereto,  hereby  enter  into  this  agreement  with  The 

,  of   ,   ,  as  party  of  the  first  part, 

the  subscribers  hereto  being  parties  of  the  second  part,  for  the  con- 
struction and  equipment  of  a  Sanitary  Milk  Purifying  Plant  to  be  located 

at  or  near  the  city  of  ,  county  of  and  state  of 

,  to  be  built  and  equipped  according  to  the  description  at- 
tached hereto,  on  the  following  terms  and  conditions  for  forty-two  thou- 
sand   ($42,000)    dollars. 

This  contract  is  not  binding  unless  the  amount  of  fifty  thousand 
($50,000)  dollars  or  more  shall  be  subscribed.  Each  subscriber's  liability 
is  limited  to  the  amount  of  his  subscription  Each  subscriber  agrees  to 
pay  the  first  party  the  amount  subscribed  by  him  or  her,  and  no  more,  as 
follows:  Fifteen  per  cent,  of  the  amount  of  subscription  when  the  founda- 
tion for  building  is  ready  and  the  material  for  the  building  delivered  on 
the  ground;  a  further  payment  of  thirty-five  per  cent,  when  the  building  is 
ready  to  receive  the  machinery,  and  the  machinery  is  delivered  at  the  build- 
ing; balance  one-half  when  the  building  is  completed. 

Subscriptions  to  this  contract  must  be  procured  to  the  amount  of  fifty 
thousand  ($50,000)  dollars  and  for  this  purpose  one  or  more  forms  of  this 
agreement  may  be  circulated.  At  any  time  after  the  subscriptions  on  all 
forms  so  circulated  shall  equal  fifty  thousand  ($50,000)  dollars  it  may  be 
closed  by  the  first  party's  special  agent  signing  same.  Such  forms  taken 
together  shall  constitute  the  sole  contract  between  the  parties. 

All  the  subscriptions  hereto  are  the  property  of  the  party  of  the  first 
part  until  the  full  contract  price  has  been  paid,  and  first  party  shall  have 


614      CORPORATION  FORMS  AND  PRECEDENTS. 

the  right  to  collect  therefrom  the  full  amount  due  it  under  the  contract ;  but 
all  such  subscriptions,  money  or  notes,  remaining  after  the  party  of  the 
first  part  has  been  fully  paid  are  the  property  of  the  second  parties. 

Second  parties  agree  to  appoint  an  Executive  Committee  of  three  when 
this  contract  is  closed,  with  full  power  and  authority  in  a  majority  to  rep- 
resent them  in  all  their  interests  herein,  and  from  time  to  time  inspect  the 
work  and  material  of  first  party  while  it  is  building  said  plant  and  placing 
said  machinery. 

Second  parties  shall  within  twenty  days  from  the  date  of  this  contract 
select  and  furnish  at  the  expense  of  the  second  parties  suitable  and  reason- 
ably level  land  for  said  plant,  with  good  title,  and  water  ready  on  same 
with  which  to  connect  pump  for  use  of  said  plant,  and  do  all  outside 
sewering  to  plant,  and  designate  to  first  party  in  writing  the  land  so  selected. 
First  party  guarantees  plant  to  have  a  practical  working  capacity  for 
clarifying  and  pasteurizing  3,000  pounds  of  milk  in  one  hour,  for  churning 
and  working  300  gallons  of  cream  at  one  churning,  for  freezing  80  quarts 
of  ice  cream  at  one  freezing,  for  making  4,000  pounds  of  ice  for  packing 
purposes  daily,  and  also  guarantees  the  compressor  to  be  of  suflicient  ca- 
pacity to  do  all  the  refrigerating  required  about  the  plant.  Any  latent 
defects  in  machinery  will  be  remedied  by  first  party  without  any  expense 
to  second  parties. 

When  plant  is  completed,  first  party  to  this  contract  shall  operate  the 
same  under  inspection  of  said  Executive  Committee  for  a  period  of  one 
week,  provided  second  parties  shall,  on  five  days'  notice  from  first  party, 
furnish  milk,  water  and  fuel  to  operate  same,  to  demonstrate  by  actual  test 
that  said  plant  is  complete  and  has  the  capacity  herein  specified,  that  this 
contract  has  been  complied  with  and  that  said  plant  will  do  the  work  stip- 
ulated in  this  agreement.  If  said  second  parties  shall  fail  to  furnish  milk, 
water  and  fuel  when  requested  by  first  party  to  do  so,  then  first  party  shall 
not  be  required  to  operate  said  plant. 

For  the  purpose  of  forming  a  corporation  to  own  and  operate  said  San- 
itary Milk  Plant  and  fully  carry  out  the  intention  of  the  subscribers,  it  is 
agreed  that  when  this  contract  is  closed,  second  parties  will  come  together 
at  some  convenient  meeting  place  in  compliance  with  five  days'  notice  to 
be  issued  by  special  agent  of  first  party  and  delivered  or  mailed  to  each 
subscriber  and  at  the  time  and  place  specified,'  in  said  notice,  proceed  to 
organize,  elect  the  Executive  Jommittee  herein  provided  for,  adopt  a  name, 
elect  a  Board  of  Directors  and  take  such  other  action  as  may  be  necessary 
preparatory  to  incorporation.  And  it  is  agreed  that  at  this  meeting  each 
subscriber  may  cast  one  vote  either  in  person  or  by  proxy  for  each  one 
hundred  dollars  ($100)  subscribed  by  him  or  her  and  that  a  majority  of 
the  votes  then  and  there  cast  shall  elect  as  the  will  of  all,  and  that  after 
the  incorporation  each  subscriber  shall  receive  the  number  of  shares  of  the 
stock  of  the  corporation  as  shall  represent  his  or  her  paid  up  subscription 
hereto. 

Said  first  partv,  its  successors  and  assigns,  also  in  consideration  of  this 
agreement  and  as  part  thereof,  agrees  that  it  will  not  build,  equip  or  fur- 
nish machinery  or  material  for  any  plant  erected  or  to  be  erected  withm 

a  radius  of  eight  miles  from  the  city  of ,  f or  a  period  of  ten 

years. 

Said  plant  to  be  completed  by  first  party  within  one  hundred  and  fifty 


PRELIMINARY  AGREPLMEXTS.  615 

days,  or  thereabouts,  alter  the  same  is  located  as  above  i)rovided.  Payment 
of  the  contract  price  shall  be  nia<le  as  above  proviiled,  for  payments  of 
subscriptions. 

The  provisions,  specifications  and  descriptions  of  the  building  and  the 
machinery  attached  hereto  are  a  part  of  this  contract. 

First  party  agrees  to  provide  at  the  expense  of  tlie  second  parties  an 
experienced  operator  for  the  first  year,  if  second  parties  give  first  party 
thirty  days'   notice  that  they  desire  one. 

All  contracts  made  with  agents  must  be  in  writing  or  in  printing.  For 
the  full  and  faithful  performance  of  our  respective  i)arts  hereof,  we  bind 
ourselves  and  our  successors. 

Executed  and  dated  this  fifteenth  day  of  October,  A.  D.  190.3. 

TKE COMPANY, 

By  ,  Special  Agent. 

Names  of  No.  of  $100  Amount 

Subscribers.  Shares    subscribed.  Subscribed. 


Form  1079. 
ASSIGNMENT  OF  ABOVE  CONTRACT, 

For  value  received  we  hereby  assign  without  recourse  to  the 

Milk  Company,  all  our  right,  interest  and  liability  in  and  to 

the  within  contract. 

[Seal]  THE   CO. 

By ,  President. 

July  28,   1905. 

(For  call  of  assessment  on  the  above  subscription,  sec  Form  1215, 
l)ost.) 

See  for  form  of  agreement  to  form  a  corporation,  and  effect  of  breach 
thereof,  Eisleben  v.  Brooks,  179  Fed.  86. 

Form  1080. 

AGREEMENT   FOR   ORGANIZATION   OF    CORPORATION 
AND  TO  MAKE  ADVANCES  THERETO. 

I\lemorandum    of   Agreement   made   this    9th    day    of   July,    1904,   between 
Wm.  F.  King,  of  New  York  City,  Party  of  the  First  Part,  and  Frank 
Waterhouse,  of  Seattle,  Washington,  Party  of  the  Second  Part. 
For  and  in  consideration  of  the  mutual  covenants  and  agreements  here- 
inafter expressed  the  said  parties  mutually  agree  as  follows: 

First.  The  said  Wm.  F.  King  acting  for  both  parties,  will  at  once  or- 
ganize a  corporation  under  the  laws  of  the  state  of  New  York,  to  be  known 
as  the  Merchants'  and  Miners'  Steamship  Company  of  New  York,  with  a 
(apital  stock  of  one  hundred  thousand  dollars  ($100,000.00),  such  corpora- 
tion to  have  all  the  powers  usual  and  common  to  transportation  companies. 
The  board  of  directors  shall  be  composed  of  five  members  and  the  board 
for  the  first  year  shall  consist  of  the  following  persons:     William  F.  King, 


616   CORPORATION  FORMS  AND  PRECEDENTS.    - 

"Wm.  K.  Corwine  and  S.  Cristy  Mead,  of  the  city  of  New  York,  and  Frank 
Waterhouse  and  W.  H.  Bogle,  of  the  city  of  Seattle.  For  the  first  year  the 
president  shall  be  Frank  Waterhouse,  the  vice  president  W.  H.  Bogle  and 
the  secretary  S.  C.  Mead,  The  said  Wm.  F.  King  is  to  receive  fifty  thousand 
dollars  par  value  of  the  capital  stock  and  the  said  Frank  Waterhouse  is 
to  receive  the  other  fifty  thousand  dollars  par  value  of  the  capital  stock. 

Second.  Upon  the  formation  of  said  corporation,  said  Waterhouse  will 
have  Frank  Waterhouse  &  Co.,  Inc.,  execute  a  bill  of  sale  conveying  to 
said  new  company  the  steamship  Garonne  with  her  equipment,  supplies  and 
material  on  board  and  also  turn  into  the  treasury  of  said  company,  the 
cash  in  the  hands  of  Frank  Waterhouse  &  Co.  Inc.,  received  from  the  last 
voyage  of  the  Garonne. 

Third.  The  said  Wm.  F.  King  will  advance  to  said  new  company  the 
sum  of  thirty  thousand  dollars  ($30,000.00),  in  cash,  to  be  applied  in  the 
payment  and  discharge  of  the  claims  now  existing  against  the  steamship 
for  supplies,  material,  repairs,  etc.,  said  money  to  be  deposited  by  said 
King  in  the  Chase  National  Bank,  New  York,  to  the  credit  of  Frank 
Waterhouse,  fifteen  thousand  dollars  ($15,000.00)  therof,  on  or  before  July 
16th,  1904,  and  the  remaining  fifteen  thousand  dollars  ($15,000.00)  on  or 
before  July  23d,  1904. 

Fourth.  Said  new  company  shall  execute  a  mortgage  securing  to  said 
Wm.  F.  King  the  said  sum  of  thirty  thousand  dollars  ($30,000.00)  and  to 
said  Frank  Waterhouse  &  Co.,  Inc.,  the  sum  of  thirty-seven  thousand  dol- 
lars, with  interest  on  said  amounts  from  July  I5th,  1904.  Said  mortgage 
to  contain  the  usual  covenants  and  agreements  contained  in  such  instru- 
ments, but  to  provide  specifically  against  any  personal  liability  or  stock 
liability  of  either  of  the  parties  hereto  for  any  part  of  the  indebtedness  ex- 
pressed in  said  mortgage.  Said  indebtedness  to  be  represented  by  notes 
given  by  said  mortgagor  company  to  said  respective  parties  as  above,  and 
each  of  the  notes  to  be  of  equal  rank  under  the  mortgage,  and  to  be  payable 
at  such  time  or  times  as  said  parties  hereto  may  hereafter  agree,  and  to  bear 
interest  at  the  rate  of  6  per  cent,  per  annum. 

Fifth.  Said  W^aterhouse  shall  advance  to  said  new  company  such  amount 
as  may  be  needed  for  the  ooeration  of  the  steamer  during  the  present 
season. 

Executed  in  duplicate  the  date  above  named. 

Wm.  F.  King.  [Seal] 

Frank  Waterhouse.        [Seal] 


PRELIMINARY  AGREEMENTS.  617 

Form  1081, 

NOTICE   OF   STOCKHOLDERS'   COMMITTEE   IN   REFER- 
ENCE TO  A  PROPOSED  PLAN  OF  RE-CAPITALIZA- 
TION INVOLVING  FORMATION  OF  NEW  COM- 
PANY. 

COMMITTEE   ON   CAPITALIZATION 

of  the 

COMPANY. 

To  the  Stockholders  o^f  the 

Company: 

At  the  request  of  the  holders  of  a  large  amount  of  the  capital  stock  of 

the    Company,   the   undersigned  have   consented   to   act   as   a 

Committee  for  the  re-capitalization  of  the  said  Company  through  a  new- 
corporation  to  be  organized  under  the  name  of  the  Cor- 
poration, with  ample  powers  to  construct  or  aid  in  the  construction  of  a 
new  plant  of  the  largest  capacity  and  greatest  facility  of  production,  and 
to  acquire  or  aid  in  the  acquisition  of  kindred  enterprises  abroad  and  at 
home. 

The  Committee  has  prepared  and  adopted  a  Plan  and  Agreement  of  Re- 
capitalization and  has  lodged  the  same  with  the  Depositary. 

The  authorized  capital  stock  of  the   Corporation  will  be 

$10,000,000,  divided  into  200,000  shares  of  $50  each,  viz.: 

Six  per  cent  Cumulative  Preferred  Stock:  having  pre- 
ference over  the  Common  Stock  as  to  dividends  and  upon 
liquidation:  and  protected  by  the  provision  that  no  lien  shall 
voluntarily  be  created  and  no  other  issue  of  stock  shall  be 
made,  without  the  affirmative  vote  of  the  holders  of  eighty 
per  cent  in  amount  of  each  class  of  stock  then  outstanding.  .   $5,000,000 

Common  Stock:  entitled  to  all  dividends  declared  after 
payment  of  such  preferential  cumulative  dividends  upon  the 
Preferred  Stock;  and  likewise  protected  as  to  such  voluntary 
liens  and  further  stock  issue,  by  provisions  similar  to  those 
relating    to    the    Preferred    Stock 5,000,000 

Total  (of  which  there  will  be  reserved  $1,000,000  of 
each  class  for  future  disposition  as  provided  in  the 
Plan )      $10,000,000 

The  Plan  provides  that  Depositors  will  receive  one  share  of  the  new  Pre- 
ferred Stock  and  one  share  of  the  new  Common  Stock  for  each  share  of  the 
capital  stock  of  the   Company  deposited  under  the  Plan. 

Provision  is  also  made  by  the  Plan  for  a  Working  Capital  and  Invest- 
ment Fund  of  the  New  Corporation  through  the  sale  of  a  limited  amount 
of  new  stock,  which  will  be  offered  pro  rata  to  the  Depositors,  and  which 
has  been  underwritten  upon  precisely  the  same  terms,  and  without  any 
commission,  by  an  Underwriting  Syndicate. 

Holders  of  shares  of  the  Capital  Stock  of  the   Company 

are  afforded  the  opportunity  of  securing  the  benefits  of  said  Plan  and 
Eecapitalization  Agreement,  by  depositing  their  respective  holdings  with 
the  Depositary,  the Trust  Company, Wall  Street,  New  York 


_1BRARY    OF    LeROY    DAW^wi-i 


618   CORPORATION  FORMS  AND  PRECEDENTS. 

City,  under  said  Plan  and  Recapitalization  Agreement,  on  or  before  the 
17th  day  of  January,  19....  The  Certificates  of  Stock  so  offered  for 
deposit  must  be  duly  endorsed  in  blank. 

Transferable  Certificates  of  Deposit  will  be  issued  in  exchange  for  the 
deposited  stock. 

Copies  of  the  Plan  and  Agreement  of  Recapitalization  may  be  obtained 
upon  application  to  the  Depositary  or  the  Secretary  of  the  Committee. 

Dated  2sew  York,   ,  19 

,  Chairman. 


Committee. 

,  Secretary. 

No Wall  Street,  N.  Y.  City. 


Counsel  to  the  Committee. 
See  for  reorganization  of  corporations,  Ch.upter  XXXV,  post. 

Form  1082. 

AGREEMENT  BETWEEN  PROMOTERS  FOR  PAYMENT  OF 
PRELIMINARY  EXPENSES   OF  INCORPO- 
RATION, ETC. 

An  agreement  made  the day  of ,  19 .  . .  .,  between 

A.  of    (hereinafter  called  "the  Trustee")   of  the  one  part, 

B.  of ,  and  the  several  other  persons  who  shall  hereunto  sign 

their  names  and  fix  their  seals  hereto  (hereinafter  called  "the  subscribers") 
of  the  other  part : 

Whereas  it  is  proposed  to  form  a  corporation  under  the  laws  of  the  State 

of ,  by  the  name  of ,  or  such  other  name  as  may 

be  adopted,  for  the  purpose  of   ,  and 

Whereas  it  is  desired  to  provide  a  fund  in  the  manner  and  for  the  pur- 
poses hereinafter  set  forth. 

Now  therefore  each  of  the  subscribers  hereto  hereby  agrees  with  the 
said  A  as  Trustee  for  the  said  subscribers,  as  follows: 

1.  A  fund  shall  be  established  to  consist  of  the  contributions  of  the 
subscribers  pursuant  to  this  agreement. 

2.  The  fund  shall  be  placed  in  the  hands  of  the  Trustee  and  he  shall 
apply  the  same  under  the  direction  of  the  committee  in  paying  the  costs  of 
obtaining  the  engineer's  report,  which  is  to  be  sent  out  with  the  pro- 
spectus of  the  company,  and  in  paying  the  expenses  of  the  experiments  re- 
ferred to  in  the  schedule  hereto,  and  in  paying  the  general  expenses  of 
forming  and  promoting  the  Company,  and  any  other  expenses  which  the 
said  Trustee,  with  the  sanction  of  the  committee,  shall  think  it  expedient 
to  pay. 

3.  There  shall  be  a  committee  of  subscribers  for  the  purpose  of  this 
agreement,  and  the  first  members  of  such  committee  shall  be  C,  D.,  and  E. 

4.  The   committee  may   fill   up   any  vacancy  in   their  body   which   shall 


PRELIMINARY  AGREEMENTS.  619 

arise  from  death,  resignation,  or  otherwise  and  the  members,  for  the  time 
being,  of  the  committee  may  act  notwithstanding  any  vacancies  in  their 
body.  The  decision  of  the  majority  of  the  members  of  the  committee  for 
the  time  being,  shall  be  regarded  as  the  decision  of  the  committee. 

5.  The  Trustee  may,  from  time  to  time,  with  the  sanction  of  the  com- 
mittee, make  such  calls  on  the  subscribers  as  he  shall  think  fit;  but  every 
such  call  shall  be  made  on  the  subscribers  jmri  paatiu,  and  three  days' 
notice  at  least  of  every  such  call  shall  bo  given  to  the  subscribers,  and  no 

subscriber  shall  be  liable  to  pay,  in  the  aggregate,  more  than  .$ 

under  this  agreement. 

6.  If  any  subscriber  makes  default  in  payment  of  a  call  made  on  him 

hereunder  he  shall  pay  interest  at  the  rate  of   per  cent,  on 

the  amount  in  arrear  until  actual  paym^Bt;  and  if  thfe  default  continues 

for  more  than    days  the  Trustee  may  draw  a  bill   of  exchange  on 

the  defaulting  subscriber  for  the  amount,  and  may  authorize  any  persons 
to  accept  the  same  on  behalf  of  such  defaulting  subscriber,  and  such  ac- 
ceptance shall  be  effective,  and  such  bill  of  exchange  may  be  made  pay- 
able on  demand. 

7.  Any  notice  for  the  purposes  hereof  may  be  given  to  any  subscriber 
by  sending  the  same  through  the  post,  addressed  to  such  subscriber  at  his 
address  below  mentioned ;  and  any  notice  so  sent  shall  be  deemed  to  be 
served  at  the  expiration  of  two  days  after  it  is  posted. 

8.  If  any  subscriber  makes  default  in  payment  of  any  call  made  pur- 
suant hereto,  the  trustee  may,  with  the  sanction  of  the  committee,  declare 
the  interest  of  such  subscriber  under  this  agreement  to  be  forfeited;  and 
thereupon  such  subscriber  shall  cease  to  have  any  rights  under  this  agree- 
ment, and  any  contribution  paid  by  him  shall  be  considered  forfeited  for 
the  benefit  of  the  other  subscribers  hereto. 

9.  The  majority  of  the  subscribers  hereto  may,  at  any  time,  by  writ- 
ing under  their  hands  remove  the  trustee  for  the  time  being  hereof  and 
appoint  another  trustee  or  trustees  in  his  place;  and  they  may  also  ap- 
point a  new  trustee  or  trustees  to  fill  up  any  vacancies  in  the  trusteeship 
howsoever  caused. 

In  "Witness  Whereof,  the  parties  hereto  have  hereunto  set  their  hands 
and  seals  the  day  and  year  aforesaid. 


,,  Trustee.     [Seal] 


Names  of  Address.                          Amount  subscribed. 
Subscribers. 

[Cbla^l]       

[Seal]      

[Seal]      

See  for  full   discussion  of  promoters.  Cook  on  Corporations,   §§705-707; 

Clark  &   M.,   Corp.,   §8  99-101. 

See  also  Chapters  XIV  &  XV,  post. 

See  for  calls  on  subscriptions,  Chapter  XIII,  post. 


CHAPTER   VIII. 

SUBSCRIPTION    AGREEMENTS     BEFORE 
INCORPORATION. 

Form  1083. 

SUBSCRIPTION    AGREEMENT    PRIOR    TO    ORGANIZA- 
TION. 

Whereas,  it  is  proposed  to  organize  under  the  laws  of  the  State  of 

,  a  corporation  to  be  known  as  The    Company 

or  by  such  other  name  as  the  parties  in  interest  may  determine;  and 

Whereas,  it  is  proposed  that  said  corporation  shall  have  a. Capital  Stock 

of    Dollars,   divided   into    shares  of  the  par   value 

of Dollars  ($ )  each,  and  shall  transact  the  business 

of   ,  or  carry  on  any  other  business  which  may  seem  to  the 

said  corporation  capable  of  being  conveniently  carried  on  in  connection 
with  the  above  objects,  or  calculated,  directly  or  indirectly,  to  enhance  the 
value  of  the  corporation 's  property  or  rights. 

Jsow,  Therefore,  the  subscribers  hereto,  in  consideration  of  their  mutual 
promises,  do  hereby  severally  agree  to  and  with  each  other,  that  they  will 
take  and  pay  for  and  they  do  hereby  severally  subscribe  to  the  Capital 
Stock  of  said  corporation  to  the  amount  of  the  par  value  of  such  stock  set 
opposite  their  respective  names,  and  do  hereby  waive  any  requirements  of 

the  statutes  of  the  State  of relating  to  notice  of  assessments 

on  the  stock  subscribed,  and  agree  to  be  bound  by  such  notice  relating 
thereto  as  may  be  provided  for  by  the  By-Laws  or  by  resolution  of  the 
Board  of  Directors  of  said  corporation. 

Dated  at   , ,  19 

Witness.  Name.  Amount. 


See  generally  as  to  subscriptions  to  corporate  stock.  Cook  on  Corpora- 
tions, Chap.  IV,  §§  52-76;  Clark  &  M.,  Corp.,  §§  45.J-464.  See  as  to  the  ordi- 
nary mode  of  issuing  stock  by  a  cash  subscription,  Cook  on  Corporations, 
§17;   Clark   &   M.,   Corp.,   §§380-383. 

See  as  to  the  effect  of  the  failure  of  the  corporation  to  obtain  subscrip- 
tions to  the  extent  of  the  full  capital  stock,  Cook  on  Corporations,  §§176- 
182 ;  Clark  &  M.,  Corp.,  §  462b. 

Form  1084. 
STOCK  SUBSCRIPTION   (ANOTHER  FORM). 

We,  the  undersigned,  hereby  severally  agree,  each  with,  the  other,  and 
with    ,   a  corporation  to  be  organized  under  the  laws  of  the 

620 


SUBSCRIPTIONS  PRIOR  TO  INCORPORATION.    621 

State  of  ,  in  consideration  of  the  mutual  agreements  herein- 
after contained,  to  pay  for  and  receive  the  number  of  shares  of  capital 
stock  of  said  Company  set  against  our  respective  names;  and  hereby 
waiving  all  necessary  assessment,  we  agree  to  make  payment  or  payments 
for  the  same  to  the  Treasurer  of  said  Company,  on  demand,  at  such  times 
and  in  such  amounts  as  the  Directors  of  said  Corporation  may  direct. 

Names,  Beaidences.  No.    of   Shares. 

Preferred.  Common. 


See  as  to  the  formalities  essential  to  a  subscription  for  stock.  Cook  on 
Corporations,  §52;  Clark  &  iM,,  Corp.,  S§  439,  445.  See  as  to  the  etfect  of 
f^ubscriptious  in  excess  of  the  capital  stock,  Cook  on  Corporations,  §58; 
Clark  &  xM.,  Corp.,   §§512-514. 

Form  1085. 
SUBSCRIPTION  TO  CAPITAL  STOCK  (ANOTHER  FORM). 

SUBSCRIPTION   TO  CAPITAL  STOCK 
of 


Whereas,  it  is  proposed  to  organize  a  corporation  under  the  laws  of  the 
State  of   ,  to  be  known  as   ;   and 

Whereas,   it  is  proposed  that  the  total   authorized   capital  stock  of  said 

corporation  shall  be   Dollars,  and  that  said  corporation  shall 

carry  on  the  business  of 

Now,    Therefore,   we,   the   undersigned,    in   consideration    of   our    mutual 

promises,  do  hereby  agree  to  and  with  each  other,  and  with   

the  promoter  of  said  corporation,  that  we,  and  each  of  us,  will  take  and 
pay  for,  and  do  hereby  subscribe  to  the  capital  stock  of  said  corporation 
at  par  to  the  amount  set  opposite  our  respective  names. 

This  Agreement  is  made  upon  the  condition  that  the  said   

shall  procure  subscriptions  of  at  least Dollars  to  said  capital 

stpck. 

Dated   ,  19.... 

Witness.  Name.  Amount. 


622      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1066. 

SUBSCRIPTION  TO  CAPITAL  STOCK  OF  CORPORATION 
TO  BE  ORGANIZED. 

SUBSCEIPTION  TO  CAPITAL  STOCK 
of 


We,  the  undersigned,  hereby  mutually  agree,  each  with  the  others,  and 
with  the  corporation  hereinafter  mentioned,  severally  and  not  jointly,  to 
take  the  number  of  shares  set  opposite  our  respective  signatures  hereto  of 

the capital  stock  of  a  corporation  to  be  organized  under  the 

laws  of  the  state  of    ,  under  the  name  of    ,  or 

other  appropriate  name,  for  the  purpose  of  ;  such  corpora- 
tion to  have  an  authorized  capital  stock  of   Dollars  divided 

into    shares    of    the   par   value    of    Dollars    each    (of    which 

$ shall  be  preferred  stock  and  $ shall  be  com- 
mon stock),  and  we  do  further  severally  agree  to  pay  the  par  amount  of 
such  shares  of  stock  to  said  corporation  in  such  installments  from  time  to 
time  as  shall  be  determined  by  the  directors  thereof.  The  subscriptions 
hereby  made  shall  be  deemed  to  be  accepted  by  said  corporation  imme- 
diately upon  the  filing  and  recording  of  the  certificate  of  incorporation 
thereof  in  the  manner  prescribed  by  law.  It  is  understbod  and  agreed  that 
the  certificate  of  incorporation  of  such  corporation  may  be  signed  by  any 
three  or  more  of  the  subscribers  hereto,  and  that  such  certificate  may  con- 
tain such  provisions  not  inconsistent  herewith  as  shall  be  deemed  advisable 
by  such  incorporators.  It  is  further  understood  and  agreed  that  the  sub- 
scriptions hereby  made  shall  not  be  binding  until  the  subscriptions  shall 

amount  in  the  aggregate  to   Dollars. 

Separate  copies  of  this  agreement  may  be  signed  with  the  same  force 
and  effect  as  though  all  the  signatures  were  appended  to  one  original 
instrument. 

Signatures.  Addresses.  No.  of  Shares. 


Form  1087. 


AGREEMENT  TO  SUBSCRIBE  AFTER  INCORPORATION 
MADE  BETWEEN  PROPOSED  INCORPORATORS. 

Agreement  entered  into  this    day  of    ,  19 ,  by 

and  between  the  undersigned  witnesseth, 

That  whereas  the  undersigned  propose  to  form  a  corporation  under  the 

laws  of  the  State  of  .  .  i ,  to  be  known  as Company, 

which  shall  have  as  its  purpose  or  object   ; 

And  whereas,  the  undersigned  desire  to  become  members  of  such  cor- 
poration ; 

Now,  therefore  we  the  undersigned,  do  hereby  promise  and  agree  with 
one  another  in  consideration  of  the  mutual  covenants  and  agreements  herein 
recited  that  we  will  pay  to  the  proper  oflBcial  of  such  corporation  when 


SUBSCRIPTIONS  PRIOR  TO  INCORPORATION.    623 

formed,  the  amounts  set  opposite  our  respective  names,  in  returu  fur  the 
issue  to  the  undersigned  of  an  amount  of  capital  stock  of  such  corpora- 
tion represented  by  our  respective  subscriptions.  And  we  do  hereby  further 
covenant  and  agree  that  our  said  subscriptions  are  made  for  the  use  and 
benefit  of  said  proposed  corporation,  and  that  upon  its  coming  into  being 
this  agreement  shall  be  deemed  to  continue  and  run  in  its  favor,  and  that 
its  proper  ollicers  may  maintain  any  i)roper  procee<lingH  at  law  or  in  equity 
for  the  enforcement  of  the  terms  hereof. 

Names.  Residences.  Amounts  subscribed. 


Form  1088. 
SUBSCRIPTION  FOR  PREFERRED  STOCK. 

I  hereby  subscribe  for  10  shares  of  7  per  cent,  preferred  stock,  at  $50 
per  share,  par  value  $50,  in  a  new  company  to  be  formed  for  the  purpose 
of  purchasing  and  carrying  on  the  Avon  Springs  Sanitarium,  to  be  known 
as  the  Avon  Springs  Sanitarium  Company,  or  a  name  to  be  selected.  It 
is  understood  and  agreed  that  this  stock  is  fully  paid  and  non-assessable, 
and  I  am  to  receive  seven  per  cent,  dividends  upon  the  above  number  of 
shares,  to  be  paid  the  1st  day  of  January  of  each  and  every  year  com- 
mencing January  1,  1907.  I  agree  to  pay  for  the  above  number  of  shares 
of  stock  as  soon  as  the  company  is  incorporated  and  upon  delivery  of  the 
stock  to  me. 

Dated   ,19 

The  foregoing  subscription  agreement  was  ujiht'lil  in  Avon  Springs 
Sanitarium  Co.  v.  Weed,  104  N.  Y.  Supp.  58,  where  it  was  held  that  the  prin- 
ciple tliat  a  subscription  for  stock  before  the  corporation  is  formed  may 
be    enforced    after    the    corporation    comes    into    existence,    is   well    settled. 

Form  1089. 

SUBSCRIPTION  BEFORE  INCORPORATION  PAYABLE  IN 
INSTALMENTS. 

SUBSCRIPT lO.V   CONTRACT. 

Whereas,  The  citizens  of are  forming  an  association  to  be 

chartered  under  the  laws  of  Pennsylvania  as  the   Bottling 

Works;   said  Bottling  Works  to  be  located   in  the  Borough  of   , 

Pennsylvania,  and  the  Cajiital  Stock  of  said  company  is  to  be  $25,000  and 
to  consist  of  1250  shares  of  $20.00  each. 

In  pursuance  of  the  above,  we,  the  undersigned,  citizens  of 

Borough  and  its  vicinity,  agree  to  subscribe  for  the  number  of  shares,  at 
the  amount  ($20.00)  per  share,  set  opposite  our  respective  names.  And 
we  further  agree  to  pay  for  the  shares  so  subscribed  by  us  in  the  follow- 
ing .-nanner,  to-wit: 

One-fifth  of  the  amount  so  subscribed  to  be  paid  when  the  charter  -for 
said  company  is  obtained; 

One-fifth  in  30  days  from  date  of  charter; 


624   CORPORATION  FORMS  AND  PRECEDENTS. 

One-fifth  in  90  days  from  date  of  charter; 
One-fifth  iu  5  months  from  date  of  charter; 
One-fifth  in  7  months  from  date  of  charter. 
Dated    ,  19 

Kame.  No.  Shares.  Amount. 


The  above  subscription  to  stock  was  considered  and  upheld  in  Jeannette 
Bottle  Works  v.  Schall,  13  Pa.  Super.  96. 

See  also  Anderson  v.  Scott,  70  N.  H.  312;  Non-Electric  Fibre  Mfg.  Co.  v. 
Peabody,  47  N.  Y.  Supp.  677. 

See  a3  to  subscriptions  before  incorporation.  Cook  on  Corporations,  §62; 
Clark  &  M.,  Corp.,   §§  458-462. 

Form  1090. 

SUBSCRIPTION  CONTRACT  PAYABLE  IN  INSTALMENTS 
(ANOTHER  FORM). 

I  hereby  subscribe  $1,500  to  be  used  in  the  construction  and  fitting  out 
of  a  Pleasure  Pier  running  from  or  near  the  foot  of  Pier  avenue  to  or  near 
the  foot  of  Marine  street,  in  the  cities  of  Ocean  Park  and  Santa  Monica, 
Cal.,  and  amusement  buildings  and  structures  connected  therewith;  and  I 
hereby  agree  to  pay  to  the  Ocean  Park  Bank,  trustee,  or  its  assigns,  upon 
demand,  in  two  payments  of  50  per  cent,  each,  at  any  time  after  the  sum 
of  $40,000  (including  my  subscriptions)  has  been  subscribed  for  said  pur- 
pose, the  second  payment,  however,  not  to  be  called  for  until  at  least  60 
days  after  demand  made  for  the  first.  It  is  expressly  understood  that  this 
is  a  subscription  for  stock  in  a  corporation  to  be  hereafter  formed  to  build, 
maintain,  and  operate  said  pier,  buildings,  and  structures;  and  that  I  am 
to  receive  stock  in  said  corporation  when  formed  in  the  proportion  that  my 
said  subscription  bears  to  the  total  capitalization  of  swch  corporation. 

[Seal] 

The  foregoing  subscription  agreement  was  held  to  be  enforceable  and 
construed  in  Horseshoe  Pier  Amusement  Co.  v.  Sibley,  108  Pac.  (Cal  ) 
308,  where  it  was  said,  "That  the  plaintiff  [the  corporation  referred  to 
in  the  agreement  1  was  not  named  in  the  agreement  is  immaterial,  for  not- 
withstanding such  fact,  it  clearly  appears  that  ,the  subscription  was  made 
for  its  l3enefit  and  in  contemplation  of  its  creation.  'In  legal  effect,  the 
promise  of  defendant  was  to  pay  to  the  plaintiff  corporation  when  or 
ganized. '  " 

Form  1091. 

SUBSCRIPTION  BEFORE  INCORPORATION  WITH 
TERMS  OF  PROPOSED  STOCK  ISSUE. 

Whereas,  the  Certificate  of  Incorporation  of  The Company, 

a    corporation    about    to    be    organized    under    the    laws    of    the    State    of 

,  provides  that  the  said  corporation  shall  have  an  authorized 

capital  stock  of   dollars    ($ ) ,  divided  into    

shares,  each  of  the  par  value  of dollars  ($ )  ;  divided 

into  classes  as  follows: 

(Describe  classes  of  stock.) 


SUBSCRIPTIONS  PRIOR  TO  LXCORPORATIOX.    G25 

Now  therefore,  subject  to  the  provisions  of  the  statute  laws  of  the  State 

of    and   under   the   twins   and   conditions  set   forth    in   said 

certificate   of   incorporation,  each  subscriber   hereto   hereby   agrees  to  take 
the  number  and  class  of  shares  of  said  capital  stock  annexed  to  his  n^me, 

each  share  to  be  of  the  par  value  of    dollars   ($ ), 

and  further  agrees  to  pay  twenty  per  cent.   (20%)  of  the  amount  thereof, 
within  thirty  days  from  the  date  hereof  in  cash,  and  the  balance  thereof 

in  such   installments  as  the  directors  of  The    Company  shall 

call   the  same. 

Dated  at   ,  this   day  of   ,   191... 

Name.  Address.  No.   and   class   of   shares. 


See  generally  as  to  calls  on  subscriptions.  Cook  on  Corporations,  §§  1U4- 
120;  Clark  &  M.,  Corp.,  §§497-500.  See  as  to  the  right  of  subscribers 
to  recover  payments  upon  subscriptions,  upon  a  failure  to  organize  the 
corporation,  Cook  on  Corporations,  §  63. 

Form  1092. 

SUBSCRIPTION  TO  STOCK  IN  RAILROAD  COMPANY  TO 

BE  ORGANIZED. 

For  the  purpose  of  organizing  a  railroad  company  and  building  a  rail- 
road connecting  with  the  Utica  &  Black  River  Eailroad  at  Low\ille,  and 
running  east  by  the  way  of  New  Bremen,  Beaver  Falls,  and  Croghan,  we 
the  undersigned,  hereby  subscribe  for  the  number  of  shares  of  stock  at 
$100  each,  set  opposite  our  respective  names,  in  said  railroad  company, 
when  duly  organized.  The  estimated  cost  of  construction  of  said  railroad, 
being  ten  and  one-half  miles  of  standard  gauge,  to  be  operated  either  by 
steam  or  electricity,  including  one  mile  of  siding,  right  of  way,  depots,  car 
sheds,  and  equipment,  not  to  exceed  two  hundred  thousand  dollars 
($200,000.00). 

Name,  Shares.  Name.  Shares. 


Dated  July  13,  1903. 

The  above  subscription  agreement  was  held  to  be  enforceable  and  con- 
strued in  Lowville  &  B.  K.  R.  Co.  v.  Elliot,  101  New  York  Supp.  328, 
where  it  was  held  that  the  court  would  take  judicial  notice  that  the  villages 
of  New  Bremen  and  Beaver  Falls  were  located  between  the  termini  of  the 
proposed  railroad. 

See  generally  as  to  subscriptions  before  incorporation,  Cook  on  Cor- 
porations,  §62;   Clark  &  M.,  Corp.,   §§458-462. 

Form  1093. 

SUBSCRIPTION  TO   STOCK   OF  RAILROAD   COMPANY 

PRIOR  TO  ORGANIZATION. 

SUBSCRIPTION   FOR  STOCK. 

J    of ,  in  consideration  of  the  performance  of 

the  conditions  hereinafter  mentioned,  and  of  the  benefits  and  advantages 


626   CORPORATION  FORMS  AND  PRECEDENTS. 

which  -will  accrue  to  me  therefrom,  and  for  other  good  causes  and  consid- 
erations, do  hereby  subscribe  for   shares  of  the  capital  stock 

of  a  corporation  to  be  organized  under  the  laws  of  the  State  of  Virginia 

by   ,  his  associates  or  assigns,  for  the  purpose  of  building  a 

single   track,   standard   gauge,    steam    railroad   between    , 

Virginia,   and    ,   Virginia,  via    

The  name  of  said  corporation  shall  be  the  Eailway  Com- 
pany, or  such  other  name  as  may  be  selected,  and  it  shrJl  have  an  authorized 
capital  stock  of  not  to  exceed  $600,000,  divided  into  six  thousand  shares  of 
the  par  value  of  $100  each;  and  I  hereby  agree  to  pay  for  the  said  shares 
of  stock  so  subscribed  for  by  me  the  sum  of  $100  per  share  at  the  time  and 
upon  the  conditions  herein  named. 

1.  The  obligation  to  accept  and  pay  for  said  shares  of  stock  shall  not 
become  binding  upon  the  undersigned  until  said  corporation  has  actually 
secured  all  necessary  franchises  and  rights  of  way  and  constructed  its  rail- 
road   upon    the    route    above    described,    as    shall    be    determined   by    said 

,  his  associates  or  assigns,  and  until  said  corporation  shall 

have  equipped  said  railroad  and  placed  it  in  actual  operation  for  the  trans- 
portation of  freight  and  passengers. 

2.  Attached  to  this  instrument  and  made  a  part  hereof  is  my  promissory 

note  for  $ payable  on  demand  to  the  order  of   , 

and  this  agreement  with  said  note  attached  thereto  shall  be  deposited  with 
Bank,  to  be  held  and  retained  by  said  bank  until  all  the  con- 
ditions mentioned  in  the  first  section  hereof  shall  have  been  complied  with, 
and  until  the  said  shares  of  stock  hereby  subscribed  for  shall  have  been 
regularly  issued  as  fully  paid  and  non-assessable  by  said  corporation  under 
its  corporate  seal  and  deposited  with  said  bank. 

3.  Immediately  upon  the  commencement  of  the  operation  of  said  rail- 
road, as  required  by  the  first  section  hereof,  and  after  the  provisions  of 
section  two  relative  to  the  issuance  and  delivery  of  stock  shall  have  been 
complied  with,  the  note  hereto  attached  shall  become  due  and  payable, 
and  if  not  paid  by  me  after  compliance  by  said  corporation  with  the  pro- 
visions hereof,  the  said  bank  is  hereby  authorized  and  directed  to  detach 
said  note  from  this  agreement  and  deliver  it  to  the  said  corporation,  en- 
dorsed by  the  said ,  but  the  said  shares  of  stock  hereby  sub- 
scribed for  shall  not  be  delivered  to  me  until  said  note  is  paid  in  fulh 

4.  The  railroad  herein  mentioned  shall  be  completed  and  in  operation 
within  a  period  of  three  years  from  and  after  the  execution  of  this  con- 
tract, and  if  not  so  completed  within  said  period  of  time  this  contract  and 
note  shall  become  null  and  void. 

Tn  Witness  Whereof,  I  have  hereunto  set  my  hand  and  seal  this 

day  of    ,  191 


,   ,  19.... 

On    demand,    I    promise,    for    value    received,    to    pay    to    the    order    of 

,    Dollars,  with  interest  from  maturity  at   the 

rate  of  six  per  cent  per  annum. 


As  to  what  conditions  to  a  subscription  are  valid  and  the  effect  thereof, 
see    Cook    on   Corporations,    §§77-89;    Clark   &   M.,    Corp.,    §§455-458. 


SUBSCRIPTIONS  PRIOR  TO  INCORPORATION'     027 

See  as  to  tlic  necessity  of  the  performancf  of  a  condition  lo  a  suuscrip- 
tion,  to  hold  the  subscriber  to  his  contract,  Cook  on  Corporations,  §86; 
Clark  &  xM.,  Corp.,  §  461. 

See  as  to  the  waiver  by  a  subscriber  of  the  performance  of  a  condition 
to  the  subscription,  Cook  on  Corporations,   §88;    Clark  &  M.,  Corp.,   §463. 

As  to  the  delivery  of  subscriptions  to  corporate  stock  in  escrow,  see 
Cook  on  Corporations,  §60;   Clark  &  M.,  Corp.,   §464. 

Form  1094. 
SUBSCRIPTION   AGREEMENT    (CONDITIONAL). 

We,  the  undersigned,  do  each  for  himself,  alone,  separately  and  severally, 
subscribe  for  and  agree  to  i)urchase  and  pay  for  in  cash,  at  par  value;  the 
number  of  shares  of  the  capital  stock  of  the  Merrill  Paper  Manufacturing 
Company  set  opposite  our  respective  names  here  following:  On  condition, 
however,  that  the  owners  of  not  less  than  95  per  cent,  of  the  present  out- 
standing capital  stock  of  said  company  each  in  like  manner  subscribe  for 
additional  stock  of  said  company,  equal  in  each  instance  to  not  less  than 
75  per  cent,  of  his  i)resent  holdings.  And  in  case  said  condition  shall  not 
bo  complied  with  within  15  days,  then  we  agree  to  incorporate  and  or- 
ganize a  corporation  under  the  laws  of  "Wisconsin,  to  be  known  as  the 
Grandfather  Falls  Company,  for  the  purpose  of  purchasing  the  lands  and 
water  power  facilities  at  Grandfather  Falls  heretofore  owned  in  common 
by  Messrs.  Anson  S.  Hoinemann,  B.  Heiuemann,  Harmon,  O'Day  and  Daly 
Estate,  and  providing  boomage  facilities,  improving  navigation,  developing 
water  power  thereon,  and  purchasing  and  holding  the  stock  of  the  under- 
signed in  Merrill  Paper  Manufacturing  Company  and  other  stock  in 
manufacturing  corporations  likely  to  need  or  use  said  power,  and  for  such 
other  purposes  as  may  be  agreed  upon.  And  upon  such  incorporation  being 
effected  this  subscription  shall  as  to  each  subscriber  stand  as  a  subscription 
and  agreement  to  purchase  at  par  value  the  same  amounts  respectively  of 
the  capital  stock  of  said  Grandfather  Falls  Company,  and  we  each  sever- 
ally agree  to  pay  our  resjicctive  subscriptions  on  demand  of  the  proper 
board  of  directors. 

Names.  Eesidences.  No.  of  Snares. 


See  Marks  v.  IMerriU  Paper  Co.,  188  Fed.  850. 

Form  1095. 
POWER   OF  ATTORNEY  TO   SUBSCRIBE   FOR  SHARES. 

Know  all  men  by  these  presents,  that  T,   of  the , 

of ,  in  the ,  of ,  do  hereby  appoint 

of  the    of    my  true   and  lawful 

attorney,  for  me  and  in  my  name  and  stead  and  in  my  behalf,  and  for  my 

sole  and  exclusive  use  and  benefit,  to  subscribe  for shares  of 

the  value   of    dollars  each,   in   the  capital  stock  of  the  pro- 
posed The   Company,  and  also  for  me  and  in  my  name,  and 

as  my  act  and  deed,  to  execute    and  do  all  such  assurances,  deeds,  covenants 
and  things  as  may  be  requisite  or  necessary  for  incorporating  said  Company. 


628   CORPORATION  FORMS  AND  PRECEDENTS. 

And  I  do  hereby  grant  full  power  to  my  said  attorney  to  substitute  and 
appoint  one  or  more  attorney  or  attorneys  under  him,  with  the  same  or 
more  limited  powers,  and  others  to  appoint. 

I,  the  said    ,  hereby  agreeing  and  covenanting  for  myself, 

my  heirs,  executors  and  administrators,  to  allow,  ratify  and  confirm  what- 
soever my  said  attorney,  or  his  substitute,  or  substitutes,  shall  do  or  cause 
to  be  done  in  the  premises,  by  virtue  of  these  presents,  including  in  such 
confirmation  whatsoever  shall  be  done  between  the  time  of  my  decease  or 
of  the  revocation  of  these  presents,  and  the  time  of  such  decease  or  revoca- 
tion becoming  known  to  my  said  attorney,  or  such  substitute  or  sub- 
stitutes. 

^'itness  my  hand,  and  seal  this day  of ,  191 .  . 

[Seal] 

See  generally  as  to  subscriptions  through  agents,  Cook  on  Corporations, 
§68;  Clark  &  M.,  Corp.,  §449. 

Form  1096. 

CLAUSE    IN    SUBSCRIPTION    AGREEMENT    AUTHORIZ- 
ING ATTORNEY  IN  FACT  TO  SUBSCRIBE  FOR 
STOCK. 

"  I  hereby  authorize ,  as  attorney  for  me  to  enter  upon  the 

proper  subscription  book  my  subscription  for  said  shares,  or  for  any  shares 
that  may  be  allotted  me  in  the  event  of  over  subscription," 

The  foregoing  clause  in  a  subscription  agreement  was  construed  in 
Higginbotham  v.  International  Trust  Co.,  126  N.  Y.  Supp.  366,  and  said  to 
constitute  the  attorney  in  fact  agent  of  the  subscriber  to  enter  his  sub- 
scription. 

See  as  to  over-subscription,  Agricultural  Branch  E.  Co.  v.  Winchester,  13 
Allen  (Mass.)  29;  Clark  &  M.,  Corp.,  §§512-514;  Cook  on  Corporations, 
§58. 

Form  1097. 

NOTICE  TO  STOCKHOLDERS  OF  RIGHT  TO  SUBSCRIBE 
FOR  STOCK  IN  ANOTHER  COMPANY  TO  BE  OR- 
GANIZED,  OR  RECEIVE  CASH  DIVIDENDS. 

LEHIGH  VALLEY  EAILEOAD  COMPANY 

General   Office 

228  South  Third  Street 

Philadelphia,  Pa. 

January  19,  1912. 

NOTICE  TO  STOCKHOLDEES 
The  Board  of  Directors  of  the  Lehigh  Valley  Eailroad  Company,  at  a 
meeting  held  January  11,  1912,  authorized  an  appropriation  of  $6,060,800 
out  of  the  accumulated  surplus  of  the  Company  and  the  distribution  of  the 
same  as  a  dividend  on  February  26,  1912,  pro  rata  to  such  common  and 
preferred  stockholders  of  the  Lehigh  Valley  Eailroad  Company  as  are  re- 
coided  on  the  books  of  the  Company  at  three  o'clock,  P.  M.,  this  day;  such 
distribution  being  equivalent  to  ten  per  cent  of  the  outstanding  capital 
stock  of  the  Company. 


\ 


SUBSCRIPTIONS  PillOR  TO  TXCORPORATION.    029 

Tlio  Board  of  Directors  of  Tlic  Lehigh  Valley  Coal  Company,  at  a  meet 
iiiff  held  January  11,  191:i,  authorized  the  organization  of  a  new  corpora 
tion,  under  the  laws  of  New  Jersey,  to  be  called  "Lehigh  Valley  Coal  Sales 
Company,''  with  an  autliorized  capital  stock  of  $10,000,000,  consisting  of 
•JOO.OOO  shares  of  the  j.ar  value  of  $50  each,  of  which  1:^1,216  shares,  of 
the  jiar  value  of  $6,060,800  will  be  issued  immediately,  the  balance  being 
reserved  for  such  future  needs  as  may  arise. 

The  Lehigh  Valley  Coal  Company  proposes  to  enter  into  a  contract  with 
the  Sales  Company,  when  organized,  for  the  purpose  of  having  the  latter 
purchase  and  sell,  during  a  time  and  upon  equitable  terms  which  will  be 
fixed  in  said  contract,  such  coal  as,  during  said  time,  shall  be  mined,  i)ur- 
chased,  owned  or  otherwise  acquired  by  The  Lehigh  Valley  Coal  Company 
and  affiliated  companies.  It  is  further  expected  that  under  such  contract 
the  Coal  Sales  Company  will  thereafter  conduct  generally  all  such  matters 
as  are  now  conducted  by  The  Lehigh  Valley  Coal  Company  incident  to  the 
transporting  and  marketing  of  its  coal.  The  time  and  terms  of  said  con- 
tract have  not  been  settled  and  cannot  be  settled  until  the  Company  has 
been  organized  and  the  proper  measures  have  been  taken  for  settling  of 
terms  and  executing  the  contract. 

Steps  are  now  being  taken  for  the  incorporation  of  the  Lehigh  Valley 
Coal  Sales  Company,  and  the  same  will  be  organized  at  an  early  date. 

The  Lehigh  Valley  Coal  Company  has  further  authorized  a  subscription 
for  said  121,-16  shares  of  the  capital  stock  of  the  Lehigh  Valley  Coal  Sales 
Company  by  the  common  and  preferred  stockholders  of  the  Lehigh  Valley 
Railroad  Company,  to  whom  is  given  the  privilege  of  subscribing  for  an 
amount  equivalent  to  ten  per  cent,  of  their  holdings  as  recorded  on  the 
books  of  the  Railroad  Company  at  three  o'clock,  P.  M.,  January  19,  1912. 

The  privilege  to  subscribe  must  be  exercised  .at  or  before  three  o'clock, 
P.   M.,  February  23,   1912. 

Stockholders  who  avail  themselves  of  this  privilege  must  subscribe  for 
the  whole  of  their  allotment,  as  a  subscription  for  a  portion  of  the  allot- 
ment will  not  be  considered. 

Certificates  will  be  issued  for  fractional  shares  in  cases  where  the  allot- 
ment calls  therefor. 

Fractional  certificates  will  not  entitle  the  holders  to  participate  in  the 
distribution  of  any  dividends  that  may  be  declared  by  the  Lehigh  Valley 
Coal  Sales  Company,  nor  to  receive  any  interest,  and  will  carry  no  voting 
power,  but  may,  when  presented  at  the  office  of  the  Sales  Company,  with 
similar  certificates  aggregating  an  even  share  or  shares,  be  converted  into 
full  share  certificates. 

Fractional  certificates  will  be  registered  in  the  name  of  the  subscriber, 
and  will  be  transferable  on  the  books  of  the  Lehigh  Valley  Coal  Sales 
Company  by  the  holder  in  person  or  by  attorney. 

All  shares  or  fractions  of  shares  not  subscribed  for  by  three  o'clock, 
P.  M.,  February  23,  1912,  and  paid  for  by  three  o'clock,  P.  M.,  February 
26,  1912,  will  be  taken  at  par  by  an  underwriting  s\Tidicate  which  has  been 
organized  by  Drexel  &  Company,  of  Philadelphia,  Pa.,  to  insure  a  full 
subscription  to  the  capital  stock,  and  the  payment  thereof,  for  the  jnirpose 
of  enabling  the  Lehigh  Valley  Coal  Sales  Company  to  commence  business 
with  the  requisite  amount  of  capital. 

Enclosed   herewith    is   a   blank    power   of   attorney    which   nuist    bo   duly 


630   CORPORATION  FORMS  AND  PRECEDENTS. 

executed  by  those  stockholders  who  desire  to  subscribo  lo  the  capital  stock 
of  the  Lehigh  Valley  Coal  Sales  Company. 
This  power  of  attorney,  when  duly  executed, 

(1)  Will  authorize  Drexel  &  Company  to  subscribe,  on  behalf  of  the 
stockholder,  to  the  capital  stock  of  the  Lehigh  Valley  Coal  Sales 
Company  in  the  amount  to  which  the  stockholder  is  entitled. 

(2)  "Will  authorize  Drexel  &  Company  to  receive  the  dividend  due 
the  subscriber  which  is  payable  February  26,  1912,  and  to  give 
receipt  therefor  to  the  Lehigh  Valley  Eailroad  Company. 

(3)  Will  authorize  Drexel  &  Company  to  use  the  said  dividend  for 
the  purpose  of  paying  the  subscription  to  the  capital  stock  of 
the  Lehigh  Valley  Coal  Sales  Company. 

This  power  of  attorney,  when  duly  executed  and  deposited  by  the  sub- 
scriber with  Drexel  &  Company  at  or  before  three  o  'clock,  P.  ]\L,  Feb- 
ruary 23,  1912,  or  mailed  so  that  it  reaches  Drexel  &  Company  prior  to  the 
time  stated,  will  be  a  proper  exercise  of  the  privilege  of  subscription;  and 
to  facilitate  the  prompt  return  of  the  power  of  attorney,  a  stamped  and 
addressed  envelope  is  enclosed  herewith. 

Stockholders  thus  subscribing  to  the  stock  of  the  Lehigh  Valley  Coal 
Sales  Company  are  particularly  requested  to  state  their  address  in  the 
place  provided  for  that  purpose  on  the  power  of  attorney. 

Certificates  of  stock  and  certificates  representing  fractional  parts  of  shares 
of  the  Lehigh  Valley  Coal  Sales  Company  will  be  delivered  as  soon  after 
February  26,  1912,  as  they  can  be  prepared. 

Such  stockholders  of  the  Lehigh  Valley  Eailroad  Company  as  do  not 
execute  and  deliver  the  power  of  attorney  above  referred  to  or  otherwise 
subscribe  for  shares  at  or  before  three  o'clock,  P.  M.,  February  23,  1912, 
and  pay  for  the  same  at  or  before  three  o'clock,  P.  M.,  February  26,  1912, 
will  receive  from  the  Eailrdad  Company  a  check  in  payment  of  the  dividend 
declared  by  that  Company. 

This  notice  has,  in  substance,  been  advertised  in  the  daily  press.  Every 
stockholder  who  does  not  receive  the  power  of  attorney  mentioned  may 
obtain  the  same  from  Drexel  &  Company,  at  Philadelphia,  or  from  the 
undersigned,  at  either  Philadelphia  or  Kew  York;  and  the  failure  of 
stockholders  to  obtain  the  said  powers  of  attorney  shall  be  no  excuse 
for  their  not  demanding  and  obtaining  them  because  of  alleged  reliance 
upon  the  offer  of  the  Company  to  mail  the  same. 

E.  B.   THOMAS, 

President. 

Form  1098. 

POWER  OF  ATTORNEY  TO  SUBSCRIBE  TO  STOCK  OF 
CORPORATION  TO  BE  ORGANIZED  AND  RE- 
FERRED TO  IN  THE  NEXT 
PRECEDING  FORM. 

POWER  OF   ATTORNEY. 
Know  all  men  by  these  presents,  That  I,  the  undersigned,  a  stockholder 
of  the  Lehigh  Valley  Eailroad  Company,  do  hereby  appoint  Drexel  &  Com- 
pany, of  Philadelphia,  Pennsylvania,  my  attorney  and  agent,  for  me  and  in 


SUBSCRIPTIONS  PRIOR  TO  INCORPORATION.    631 

my  name  and  behalf,  (1)  to  subscribe  to  such  number  of  shares  an<I  (or) 
fraction  of  a  share  of  the  cajjital  stock  of  the  Lehigh  Valley  Coal  Hales 
Company  to  which  1  am  entitled  to  aubscriVie  under  the  circular  notice 
given  by  the  Lehigh  Valley  Railroad  Company,  bearing  date  January  19, 
1912,  the  certificate  for  such  shares  of  stock  or  scrip  representing  the 
fraction  of  a  share  to  be  delivered  to  me,  when  issued;  (2)  to  receive  from 
the  Lehigh  Valley  Eailroad  Company  the  dividend  due  to  me  from  the  Le- 
high Valley  Railroad  Company,  distributable  to  shareholders,  as  set  forth 
in  said  circular  notice,  and  to  give  receipt  therefor  to  the  Lehigh  Valley 
Railroad  Company;  (3)  to  use  the  same  for  the  purpose  of  paying  for 
the  subscription  to  the  capital  stock  of  said  Lehigh  Valley  Coal  Sales  Com- 
pany, which  may  be  made  by  them  on  my  behalf. 

Witness  my  hand  and  seal  this day  of ,  A.  D.  191.  . .  . 

Witnesses  Present: 

I      Stockholder 

^       sign   here    L.  S. 

Address    

(Note:  The  signature  to  this  power  of  attorney  must  correspond  in 
every  particular  with  the  name  as  now  written  upon  the' "face  of  the  stock 
certificate,  without  alteration  or  enlargement,  or  any  change  whatever. 
Correct  address  must  be  given  as  indicated.) 

See  Form  1095,  supra. 

See  for  power  of  attorney  to  accept  stock  Form  1133,  post. 

Form  1099. 
REVOCATION  OF  SUBSCRIPTION. 

To    


I   hereby  notify   you  that   for   reasons  satisfactory  to   myself,   I   hereby 

withdraw  my  subscription  to  the  stock  of  the  proposed   Com- 

I)any,  and  forbid  the  use  of  my  name  in  connection  with  the  same  for  any 
I)urpose  whatsoever. 

Dated    ,   19 


(Tn  Muncey  Traction  Engine  Co.  v.  Green,  143  Pa.  St.  269,  the  defendant 
had  been  active  in  procuring  subscribers  to  the  capital  stock  of  a  proposed 
corporation,  and  had  himself  subscribed  for  shares,  but  he  wrote  to  the 
chairman  of  tho  meeting  for  the  organization  of  the  corporation  in  the 
above  form  that  he  withdrew  his  subscription.  It  w^as  held  that  he  had  a 
right  to  withdraw  his  subscription  at  any  time  before  the  organization  was 
completed. 

See  Cook  on  Corporations,  §§167-170;  Clark  &  M.,  Corp.,  §451,  for  full 
discussion  of  right  to  revoke  subscription  before  and  after  organization.) 

(See  as  to  whom  notice  of  revocation  of  withdrawal  should  be  given,  Hud- 
son Real  Estate  Co.  v.  Tower,  156   Mass.  82.) 

See  for  revocation  of  power  of  attorney.  Form  1855,  post.  See  for  form 
of  revocation  of  subscription  after  incorporation,  Forms   7134,   il3o,  post. 


632      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1100. 
REVOCATION    OF    SUBSCRIPTION    (ANOTHER    FORM). 

To 


(Jnsert  names  of  promoters  and  subscribers,  to  stock  of  proposed 
corporation.) 

I  hereby  revoke  my  subscription  to   shares  of  the  capital  stock 

of  the  proposed    Company,   made  by  me  on  the    

day  of ,  19.  ... ,  and  in  all  and  every  respect  hereby  recall,  re- 
voke, cancel,  annul  and  withdraw  the  same. 

Dated ,  19 

[Seal] 

See  Forms  1099,  supra,  1134,  1135,  jwst. 

Form  1101. 
RELEASE  OF  SUBSCRIPTION. 

This  indenture  made  this day  of ,  19.  . .  .,  by  and 

between    (here    insert   names   of   parties   releasing   the   sub- 
scriber)  parties  of  the  first  part,  and   of   ,  party 

of  the  second  part. 

"Whereas  on  the day  of ,  19.  . .  .,  the  said  party  of 

the  second  part  did  subscribe  for shares  of  the  capital  stock 

of   The    Company,  a  corporation   organized    (or  to  be  orga- 
nized) under  the  laws  of  the  State  of ,  and, 

Whereas  the  said  party  of  the  second  part  desires  to  be  released  from 
his  said  subscription  and  from  all  the  liabilities  thereby  imposed  and  in- 
curred by  the  said  party  of  the  second  part  in  making  said  subscription, 
and  said  parties  of  the  first  part  are  willing  to  give  such  release. 

Now  this  indenture  witnesseth,  that  for  value  received  and  in  consider- 
jition  of  One  Dollar  to  the  said  parties  of  the  first  part  in  hand  paid  by 
the  said  party  of  the  second  part,  the  receipt  whereof  is  hereby  acknowl- 
edged, the  said  parties  of  the  first  part  do  hereby  release  the  said  party  of 
the  second  part,  his  heirs,  executors,  administrator  and  assigns,  or  any  of 
them,  from  said  subscription  and  from  any  and  all  liability  thereon  and 
from  any  and  all  claims,  demands,  actions,  causes  or  rights  of  action  which 
against  the  said  party  of  the  second  part,  his  heirs,  executors,  adminis- 
trators or  assigns  the  said  parties  of  the  first  part,  or  any  of  them,  can, 
shall  or  may  have  for  or  by  reason  of  said  subscription,  and  wholly  dis- 
charge and  quitclaim  the  said  party  of  the  first  part,  his  heirs,  executors, 
administrators  and  assigns  therefrom. 

In  witness  whereof  the  parties  hereto  have  hereunto  set  their  hands  and 
seals  the  day  and  year  first  above  written. 

[Seal] 

[Seal] 

[Seal] 

[Seal] 

See  for  release  of  subscription.  Cook  on  Corporations,  §§  167-170;  Clark  & 
M.,  Corp.,   §§476,  485. 

See  for  forms  of  releases  generally,  ForniB  1845-1847,  post. 


CHAPTER   IX. 

SUBSCRIPTION     AGREEMP:XTS    xVFTER 
INCORPORATION. 

Form  1102. 
ORIGINAL  SUBSCRIPTION  LIST. 

We,    the    undersigned,    hereby    severally    subBorihe    for    the    number    of 

bhares  set  opposite  our  respective  names,  to  the  Capital  Stork  of 

and  we  severally  agree  to  pay  the  said  Company,  for  each  share,  the  sum 
of  Dollars  

Dated    ,   ,  19 

Name.  Shares.  Amount. 


See  generally  as  to  subscriptions.  Cook  on  Corporation.s,  §S-")-"6; 
Clark  &  iM.,  Corp.,   §§  437-515. 

For  other  forms  of  subscriptions  to  stock  not  found  in  this  chapter,  see 
Forms  1356,  1358,  1387,  1393,  1394,  1395,  1396,  1397,  p06t. 

Form  1103. 
SUBSCRIPTION  TO  CAPITAL  STOCK  (ANOTHER  FORM). 

Subscription   to  the  capital  stock  of  the  The    Company. 

We,   the   undersigned,   do   hereby  severally  subscribe  for  the  number  of 

shares  of  the  capital  stock  of  The    Company  set  opposite 

our   respective   names,    and   do   hereby   agree   to   pay   therefor   the   sum   of 

$ per  share. 

Name.  Number  of  Shares. 


Sometimes  books  of  subscription  are  opened.  Such  books  usually  need 
be  but  small.  Ordinarily  a  book  of  a  few  pages  will  suttice.  The  first 
j.age  of  the  subscription  book  should  be  entitled  and  ruled  in  substance 
as  the  above  form.  See  Form  No.  173,  s^ipra,  for  form  of  order  for,  and 
waiver  of  notice  of  the  opening  of  books   of  subscription. 

Form  1104. 
SUBSCRIPTION  BLANK. 

Company. 

(Address  of  corporation.) 
I  hereby  subscribe  for shares  of  capital  stock  of  the 

633 


634   CORPORATION  FORMS  AND  PRECEDENTS. 

Company  at    Dollars  per  share,  full  paid  and  nonassessable. 

I  enclose  herewith Dollars  as  full  payment  on  my  subscription. 

Name 

Dated 

Form  1105. 

SUBSCRIPTION   AGREEMENT  AFTER  INCORPORATION 
(ANOTHER  FORM). 

,  191-. 

We,  the  undersigned,  hereby  severally  agree  each  with  the  other  and 
with  the  Corporation  hereinafter  named,  in  consideration  of  the  mutual 
agreements  herein  contained,  to  pay  for  and  receive  the  number  of  shares 
of  the  capital  stock  of  the  Company  set  opposite  our  re- 
spective names,  and  hereby  waiving  all  notice  of  assessment,  we  agree  to 
make  payment  or  payments  for  the  same  to  the  Treasurer  of  said  Com- 
pany on  demand,  at  such  times  and  in  such  amounts  as  the  Board  of 
Directors   of   said  Corporation  may   direct. 

Names.  Eesi deuces.  No.  of  Shares. 


See  as  to  the  effect  of  a  modification  of  the  plan  and  scope  of  the  enter- 
prise after  the  contract  of  subscription  has  been  made,  Cook  on  Corpora- 
tions,  §194;   Clark  &   M.,  Corp.,   §§482-483. 

Form  1106. 
SUBSCRIPTION  AGREEMENT. 

,   19---- 

We,    the    undersigned,   severally    agree,   each    with    the    other,    and   with 

,  a  corporation  organized  this  day  under  the  laws  of  the  State 

of    ,    in   consideration   of   the   mutual    agreements   hereinafter 

contained,   to  pay  for  and  receive  the  number  of  shares  of  capital  stock 

of  said  corporation  set  opposite  our  respective  names;   and  hereby  waiving 

all  notice  of  assessment  we  agree  to  make  payment  or  payments  for  the 

same  to  the  Treasurer  of  said  Company,  on  demand,  at  such  times  and  in 

such  amounts  as  the  Directors  of  said  Corporation  shall  direct. 

Names.  Residences.  No.  of  Shares. 


Form  1107. 
SUBSCRIPTION  FOR  STOCK  BY  LETTER. 

,   19 

..  Utica  Chamber  of  Commerce,  Carel  Humphrey,  Secretary — Dear  Sir:  I 
hereby  subscribe  for  five  shares  of  the  Eemington  Automobile  and  Motor 
Company,  at  $30  per  share,  according  to  the  terms  of  a  circular  issued  by 


SUBSCRIPTIONS  AFTER  INCOKPORATIOX.       635 

you,  dated  February  13,  19Ul,  and  its  modifications,  and  engage  to  accept 
said  stoi-k,  or  auy  les8  uumber  of  shares  that  you  may  alio*;  to  me  in  case 
of  oversubscription,  and  to  pay  for  the  same  in  conformity  with  the  said 

circular. 

Yours  truly, 


(Address) 
See  In  re  Remington,  etc.  Motor  Co.,  139  Fed.  766,  where  the  above  instru- 
ment was  considered. 

Form  1108. 

SUBSCRIPTION  FOR  ADDITIONAL  SHARES  TO  BE  PAID 
FOR  IN  INSTALMENTS. 

We,  the  undersigned,  being  Utica  Stockholders  of  the  Kemington  Auto- 
mobile &  Motor  Company,  agree  to  subscribe  for  additional  shares  of  such 
company  to  the  amount  set  opposite  our  respective  names,  with  the  express 
understanding  that  payments  are  to  be  made  by  us,  twenty  per  cent.  (20%) 
on  or  before  the  fifth  day  of  each  month,  commencing  the  5th  day  of  Novem- 
ber. The  certificates  of  stock  to  be  issued  upon  the  basis  of  thirty  dollars 
($30.00)  i)er  share,  and  to  be  fidl  paid,  nonassessable,  and  to  apply  on 
account  of  the  block  of  stock  allotted  for  sale  to  the  Utica  Chamber  of 
Commerce. 

O.   S.  Foster    ' -0 

Wm.   J.   Foster    10 

John  B.  Wild  10 

G.   A.   Spaulding   -^ 

John    L.    Mahr    5 

T.    R.    Proctor     10 

See  In  re  Remington,  etc.  Motor  Co.,  139  Fed.  766,  where  the  above 
subscription  v/as  involved. 

Form  1109. 
SUBSCRIPTIOl*   FOR   FULL-PAID   STOCK. 

To   Company,  Limited. 

No ,    Street    ,    

I  hereby  subscribe  to shares  of  the  full  paid  non- assessable  capi- 
tal stock   (uo  personal  liability  under   laws)   of  the 

Company,  Limited,  a  corporation  chartered  by  the  Dominion  of  Canada 
Government,  to  build  and  operate  electric  smelters  and  refiners  in  the  Dis- 
trict of   ,  Province  of  Ontario.     I  agree  to  make  payment  for 

same   as   follows :     

Subscriber     

P.  O.  Box  or  Street  Address   

City    or    Town     

State     

Date 

Note:      Make   all   remittances  payable  to  the    Company, 

Ltd.,  No ,   Street,    ,  U.  S.  A. 


636      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1110. 
CONDITIONAL  SUBSCRIPTION  TO  STOCK. 

Subscription   to  Stock  of   The    Company. 

, ,191:^. 

To  The Trust  Company : 

I,  (we),  the  undersigned,  hereby  subscribe  for  and  purchase  the  fol- 
lowing   named    shares    of    the    Common    and    Preferred    Stock    of    The 

Company,  that  is  to  say :    shares 

of  Preferred  Stock  of  the  par  value  of  One  Hundred  Dollars    ($100.00) 

each,   and    shares  of  Common  Stock  of  the  par  value  of  One 

Hundred   Dollars    ($100.00)    each,   at   and   for   the   price   of    

Dollars    ($ ),    for   which   amount   I    (we)    herewith   enclose   a   check 

to  the  order  of  The    Trust   Company,   hereby  authorizing  and 

directing  said  Trust  Company  as  follows: 

If  the  said  Trust  Company  shall  have  received  on  or  before  the 
Thirtieth  day  of  March,  1912,  subscriptions  to  the  above  mentioned 
stock  to  the  total  amount  of  One  Hundred  Thousand  Dollars  ($100,000) 
in  Cash,  it  is  thereupon  authorized  and  directed  to  pay  the  above  mentioned 

amount    of     Dollars    ($ )    to    the    Treasurer    of    The 

Company  and  to  hold  for  me    (us)    certificates  for  the 

above  mentioned  Preferred  and  Common  Stock  to  be  delivered  to  me  (us) 
in  exchange  for  the  receipt  of  said  Trust  Company.  If  the  said  Trust 
Company  shall  not  have  received  on  or  before  the  Thirtieth  day  of  March, 
1912,  subscriptions  to  said  stock  to  the  gross  amount  of  One  Hundred 
Thousand    Dollars     ($100,000),    then    and    in    that    event    it    shall    return 

to   me    (us)    the   full   amount   of    Dollars    ($ )    herewith 

deposited  with  it,  without  deduction   or  charges  of  any  kind. 

Witness : 


(Signature    of    Subscriber.) 
Address :     


Check  accompanying  this  subscription  must  be  drawn  only  to  the  order 
of    ' '  The     Trust    Company. ' ' 

See  for  conditional  subscription  to  stock,  Cook  on  Corporations,  §  77- 
89;  Clark  &  M.,  Corp.,  §§455-464. 

Form  1111. 
APPLICATION  FOR  SHARES  AND  RECEIPT. 

To  The   Company,  

Gentlemen: 

Having    paid    to    Messrs ,    bankers    for    the     

Company,  the  sum  of  $ ,  being  a  deposit  of  $ per  share 

on  shares  of  the stock  of  the  above-named  company, 

I   request  you   to   allot  me  that  number  of  shares  upon  the  terms  of  the 

prospectus    dated    ,    19....,    and    I    hereby    agree    to    accept 

the  same   or  any   smaller  number   of   shares  that   may  be  allotted   to   me, 
and  to  pay  the  balance  of  $ per  share  on  allotment,  as  provided 


SUBSCRIPTIONS  AFTER  INCORPORATION.       037 

by  the  said  prospertus;   and   I   authorize  you  to  register  me  as  the  holder 
of    such   shares. 

Dated    ,   19....  Name   in   full    

Address    

FOR.M  OF  RECEIPT. 

The    Conijiany. 

(Banker's    receipt    to    be    retained    by    applicant.) 

Received    this    day    of    ,    19....,   of    the 

sum    of    $ ,   being   a   deposit    of   $ per   share    ui)on    

shares   of   the    stock   of   the   above   company. 


For   Messrs 

See  for  other  forms  of  subscription   to  stock,  Chapter  XVIII,  post. 

Form  1112. 
APPLICATION  FOR  SHARES  WITH  REMITTANCE. 

To    the    Directors    of    Company, 

Gentlemen ; 

Find  enclosed  herewith  the  sum  of    dollars,  being  a  deposit 

of   dollars  per  share  on   shares  in  the  above  named 

company.      I    request   you    to    allot    me   that   number   of   shares   upon    the 

terms  of  the  company 's  prospectus,  dated  the   day  of   

and  I  hereby  agree  to  accept  the  same  or  any  smaller  number  that   may 
be  allotted  to  me. 

Dated   ,  19 

(Name.)     % 

( Address. )     

See  for  other  forms  of  subscriptions  to  stock,  Chapter  XVIII,  post. 

Form  1113. 
ALLOTMENT  LETTER. 

The    Company. 

To     ,     

,  19.... 

Sir:— 

In   answer   to   your   application   for  shares   in   this   company,   I   have  to 

inform   you  that   the   directors   have  allotted   you    shares.     The 

total  amount  payable  thereon  upon  application  and  allotment  is  $ 

You    have    paid    on    application    $ ,    leaving    still    to    be    paid    by 

you    $......,    which    sum    is    now    due    and    must    be    paid    to    the    com- 
pany on  or  before  the    day  of    

Yours  truly, 

,   Secretary. 

See    as    to    allotment    of    stock    subscribed    for,    Cook    on    Corporations, 
§§50,   62;    Clark   &   M.,   Corp.,   §§512-514. 


638      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1114. 

SUBSCRIPTION    FOR    PREFERRED    STOCK— TO    CARRY 

BONUS. 

The     Company, 

Bankers  and  Brokers, 

Street,    

Gentlemen : 

I    hereby    make    application    for    shares    of    the    preferred 

capital    stock   of    The    Company    of    the   par    value   of   One 

Dollar  ($1.00)  each,  at  par,  and  agree  to  pay  for  the  same  as  follows: 
20%  herewith,  20%  in  one  month,  20%  in  two  months,  20%  in  three 
months  and  20%  in  four  months  from  date  hereof.  It  is  agreed  and 
made  a  part  of  this  application  that  the  undersigned  shall  receive,  as  a 
bonus,  one  share  of  full  paid  and  non-assessable  common  stock  for  each 
share  of  preferred  stock  subscribed  and  paid  for,  without  cost  or  liability 
to   the   undersigned. 

Name     

Address     

State     

Date  ,  19...  . 

See   as   to   "watered    stock,"   Cook   on    Corporations,    §§28-51;    Clark   & 
M.,  Corp.,   §§  389-401. 

See   for  other   forms   of  subscription   to   stock,   Chapter  XVIII,  post. 

Form  1115. 
SUBSCRIPTION   FOR   STOCK    OFFERED    BY   BROKERS. 

Date    ,   19 

Company, 

Chicago,  Illinois. 
Gentlemen: 

Enclosed  find  $   in  payment  for shares  of   

Co.  stock,  at per  share,  as  per  your  offer  of ,  19 ...  . 

It  is  understood  that  I  receive  the  dividend  which  will  be  paid , 

19 

Name     

Address    


Form  1116. 

SUBSCRIPTION  PAYABLE   IN   INSTALMENTS   AND 

RECEIPT. 

No Shares  200.. 

I,  John  C.  Yeatman,  of  Kennett  Sqr.,  State  of  Penna.,  do  hereby  sub- 
scribe for  200  shares  of  stock  of  the  Southern  Trust  &  Deposit  Company 
of  Baltimore,  Maryland,  duly  incorporated  by  the  Legislature  of  the 
State  of  Maryland,  at  the  par  value  of  fifty  dollars  ($50)  per  share>  for. 
which  I  agree  to  pay  sixty  dollars  ($60)  per  share — thirty  dollars  ($80) 
per  share  to  be  paid  when  called  for,  or  at  the  regular  organization  meet- 
ing; and  I  agree  to  pay  for  said  stock  in  three  (3)  installments  as  follows: 


SUBSCRIPTIONS  AFTER  INCORPORATION.       630 

Fiftj  per  cent.   (50%)   in  cash,  twenty-five  per  cent.   (25%)   in  six  montha, 
and  the  remaining  twenty-five  per   cent.    (25%)    in   twelve   months   after 
(late  hereof,  ten  dollars  ($10.00)  per  share  of  purchase  price  to  be  placed 
in  the  surplus  account  of  said  company. 
Dated ,  I'J .  . .  .  John  (J.  Yeatman.     [Seal] 

Keceipt. 

Kennett  Sq.,  Penna.,  April  19,  1901. 
Received  of  John  C.  Yeatman,  of  Kennett  Sq.,  Pa.,  certificate  of  stock 
in  the  Monumental  Savings  Association  of  Baltimore,  Md.,  No.  of  shares 
(104),  and  check  for  twenty-six  hundred  dollars,  in  full  payment  of  (200) 
shares  of  stock  of  the  Southern  Trust  &  Deposit  Company  of  Baltimore, 
Md.,  and  I  agree  to  return  certificate  of  stock  to  the  said  John  C.  Yeat- 
man for  ($3,000.00)  three  thousand  dollars  of  the  said  Monumental  Sav- 
ings Association  of  Baltimore,  Md.,  the  trust  company  stock  to  be  issued 
after  the  organization  meeting. 

(Signed)      John  Sherman.      (Seal.) 

The  above  instruments  were  construed  in  Southern  Deposit  Co.  v.  Yeat- 
man, i;{4  Fed.  810,  and  it  was  held  that  the  corporation  could  not  demand 
the  enforcement  of  the  subscription  agreement,  save  upon  the  agreed 
terms.  See  as  to  conditional  subscriptions,  Cook  on  Corporations,  §83; 
Clark  &  M.,  Corp.,   §§  455-464. 

Form  1117. 

SUBSCRIPTION  FOR  STOCK  PAYABLE  IN  INSTAL- 

MENTS. 

Whereas,    The    . .-. Company   is   a   corporation   organized   and 

existing   under   the   laws   of  the  state   of    ,  with   an   authorized 

capital  stock  of    Dollars    ($ ),  divided   into    

( )    shares  of  the  par  value  of    Dollars    ($ )    each,   of 

which    shares   ( )   shares  were  subscribed,  issued  and  paid 

for  in  cash  at  the  time  of  incorporation,  and  it  is  proposed  that  of  the 

balance  of   shares  remaining  unissued,  shares  shall 

be  disposed  of  upon  such  terms  and  conditions  and  to  such  persons  as  the 
Board   of   Directors   of  said    Company  may   hereafter  in   their   discretion 

determine  are  for  the  best  interests  of  said  Company,  and  that    

shares  of  said  capital  stock  be  now  offered  for  subscription;   and 

TVTiereas,    said    The     Company    proposes    among    other 

things    to    acquire    shares    of    stock,    and   bonds    and    other   securities,    of 

various    corporations  and  of  other  corporations,  and  to 

make  payment  therefor  in  whole  or  in  part  in  its  stock,  bonds,  debentures 
or  collateral  certificates,  or  otherwise  pay  for  the  same  in  pursuance  of 
the   authority    in    its   certificate   of   incorporation    and   by   law    conferred; 

and  to  maintain,  construct  and  operate   ,  and  to  exercise  all 

or  any  of  the  powers  embraced  in  its  Certificate  of  Incorporation  when 
and  as  its  Board  of  Directors  may  determine: 

Now,  Therefore,  I,  ,  the  undersigned,  do  hereby  sub- 
scribe for shares  of  the  capital  stock  of  said  The 

Company,   and    I   do    hereby   agree   with   said    The    Company 

to  make  the  payments  under  my  said  subscription  as  follows: 

per  cent.   (..%),  or  Dollars   ($ )   per  share 


640   CORPORATION  FORMS  AND  PRECEDENTS. 

upon  and  at  the  time  of  this  subscription,  and   per  cent. 

(..%),   or    Dollars    ($ )    per   share   on    , 

19 .... ,   at  the    Bank   of    ,   No Street, 

,  when  the  engraved  certificates  of  stock   ( 

per  cent.  (..%)  paid)  shall  be  ready  for  delivery,  and  the  balance  when 
and  as  called  by  the  said  Board  of  Directors,  provided,  however,  that 
after  the  payment  of  said  two  instalments  provided  for  above,  amounting 

to  a  total  of dollars  ($....)  per  share,  I,  the  undersigned,  shall  no 

longer  be  liable  for  any  balance  of  my  subscription,  excepting  upon 
such  shares  as  shall  stand  of  record  on  the  books  of  the  Company  in  my 
name  at  the  time  any  subsequent  assessment  or  call  is  made;  but  the 
holder  or  holders  of  such  shares  of  record  on  the  books  of  the  Company 
at  that  time,   and   they  only,   shall  be  liable  for  the  same. 

The    Company  reserves  and  shall  have  the  right  to  reject 

or  reduce  this  subscription  prior  to   ,  19.  . .  .,  notwithstanding 

its  acceptance  of  the  said  payment  of dollars   ($ )   per  share 

upon  this  subscription  and  to  return  -the  money  paid  by  the  undersigned 
on  account  of  said  subscription. 

Shares    Total  Subscription  $ 

Amount   due   on   subscription,   $ ,    19. . .  . 

Dated   ,   ,  19 

(Name)     (Seal.) 

(Address)    

See  for  other   forms   of  subscription  to   stock.  Chapter  XVIII,  post. 

Form  1118. 

RECEIPT  FOR  INSTALMENT  PAID   UPON  FOREGOING 
SUBSCRIPTION. 

The  Company. 

No 

Received    from    the    sum    of    dollars    ($ ), 

being   payment   of    dollars    ($ )    per   share   on    

shares  of  the  capital  stock  of  The   Company. 

This  receipt  is  not  negotiable  and  is  accepted  by  the  person  to  whom 
given,  his  successors  and  assigns,  subject  to  all  the  terms,  provisions  and 
conditions  of  the  subscription  agreement  under  which  it  is  issued,  and  is 

exchangeable  on  and  after   ,  19. . . .,  for  the  negotiable  receipts 

of  the Bank  of ,  No Street, , 

for  shares  allotted  under  said  subscription. 

The    Company   reserves  hereby   and   shall   have   the  right  to 

reduce  or  to  cancel  the  entire  subscription  upon  which  this  receipt  is 
issued,  and  to  return  the  money  paid,  in  all  cases  in  which  this  receipt 
is  not  presented  for  exchange  in  accordance  with  the  allotmant  made,  on 

or  before   ,  19 ... . 

The    Company, 

By 

Dated    ,    19 Treasurer. 

Countersigned : 


Auditor. 
See  Form  1121,  post. 


SUBSCRIPTIONS  AFTER  INCORPORATION.       641 
Form  1119 

SUBSCRIPTION    CERTIFICATE   ISSUED    UNDER    PRE- 
CEDING SUBSCRIPTION. 

^  '• Shares 

Tliis    Certifies    That    has   paid    dollars,    being 

one-half   of   the   first   installment   of    ....    per   cent    (..%),   on 
shares,  each  of  the  par  value  of  dollars  ($ ),  of  the  Capi- 
tal  stock   of   The    Company,    in   accordance   with   the   terms 

and    provisions    of    a    certain    subscription    agreement    dated     , 

19....,   and   deposited   with   the    Bank   of    

Street,    

Upon   the   payment    of   the   remaining   half   of   the   first    installment   of 

per  cent.  (. .%)  on ,  19. . .  .,  when  the  engraved  certificates 

for  stock  will  be  ready  for  delivery  and  after  the  endorsement  hereon  of 
said    payment   the   holder   hereof   will   be   entitled   to   receive   a   certificate 

for   shares  of  the  Capital  stock  of  The   Company, 

per  cent.    ( . .  %)   paid. 

The   holder   hereof   takes  this.  Certificate   with   notice   of   said   subscrip- 
tion agreement  and  subject  to  all  the  terms  and  conditions  thereof. 

Bank  of 

By     ,    Secretary. 

For    The    Company. 

Dated, ,  19, .. . 

Form  1120. 

INSTALMENT    CERTIFICATE    ISSUED    PURSUANT    TO 
FOREGOING  SUBSCRIPTION. 

Incorporated  under  the  laws  of  the  state  of    

No Shares. 

The   Company. 

Authorized  Capital,  $ 

Shares   $....    each.  , shares.  , 

This  certifies  that    ,  is  the  owner  of    shares  of  the 

Capital   Stock  of   The    Company,   transferable   only  on   the 

books  of  the  Company  in  person  or  by  attorney,  on  the  surrender  of  this 

certificate per  cent.    (..%)    of  the  par  value  has  been  paid  in 

cash  upon  the  said  shares  of  stock  specified  in  this  certificate.  The  above 
named  holder  of  this  certificate  hereby  accepts  the  same  subject  to  liability 
for  the  payment  upon  said  shares  of  all  installments  not  noted  as  paid 
upon  the  face  or  reverse  of  this  certificate,  which  shall  be  called  by  the 
Board  of  Directors  prior  to  the  transfer  of  this  certificate,  upon  the  books 
of  the  Comi)any. 

In  Witness  Whereof    the  President  and  Secretary  ol  this  Company  have 


642   CORPORATION  FORMS  AND  PRECEDENTS. 

hereunto   subscribed   their   names   and   the   corporate   seifl   has   been   hereto 
affixed,  this day  of   ,  A.  D.  19 

[Corporate  Seal]  

Countersigned  at    ,    ,   19....  President. 


Transfer  Agent.  Treasurer. 

By 

Secretary. 

Registered  at    ,   ,  19 ... . 

The    Trust   Company, 

Registrar. 

By    ,    Secretary. 

(Endorsement.) 

For  value  received    ....    hereby  sell,  assign,  and  transfer  unto    

shares  of  the  Capital  Stock  represented  by  the  within  Certificate,  and  do 
hereby  irrevocably  constitute  and  appoint  Attorney  to  trans- 
fer the  said  stock  on  the  books  of  the  within  named  Company  with  full 
power  of  substitution  in  the  premises. 

Dated   ,  19 

In  presence  of 


Notice.  The  signature  to  this  assignment  must  correspond  with  the 
name  as  written  upon  the  face  of  the  certificate  in  every  particular,  with- 
out  alteration  or  enlargement,  or  any  change  whatever. 

Form  1121. 
RECEIPT  FOR  SUBSCRIPTION. 

The ....,' J',  v.  .S Company. 

No.  ,..., St.,  

>     ,    19.... 

Received  of  ,  dollars  ($ )  in  full  pay- 
ment  for    shares   of   the   common   stock   of   The    

Company.     This  receipt  will  be  exchangeable,   on   surrender,   for  engraved 
certificates  when  the  same  are  completed. 

Company, 

By   

President. 
See  Higginbotham  v.  International  Trust  Co.,  IL'6  N.  Y.  Supp.  366,  where 
it   was   held   that   the    president   of   the    corporation    had    power    to   receive 
the   payment   of  subscriptions  for   its  stock  and   to   issue  a  receipt  in  the 
above    form. 

See  Form   1118    supra. 

Form  1122. 
SUBSCRIPTION  FOR  STOCK  ABOVE  PAR. 

Authorized    Capital,    $1,000,000.  Authorized    Surplus,    $500,000. 

The    Trust  Company. 

,   President. 

Street,    

The  undersigned  hereby  subscribe  for  the  number  of  shares  of  the 
Capital  Stock  of  The   Trust  Company,  set  opposite  their 


SUBSCRIPTIONS  AFTER  INCORPORATION.       643 

respective  names,  at  Ohe  Hundred  Fifty  Dollars  ($150)  per  share,  $100 
per  share  to  be  applied  to  the  Capital  account,  and  $50  per  share  to  the 
Surplus  account,  payable  as  follows:  $ii5  per  share  at  date  of  subscrip 
tioii  and  $25  per  month  until  the  amount  8ul)scribed  is  fully  paid.  The 
light  is  reserved  to  reject  any  subscription,  or  to  allot  a  less  numVjer  of 
shares  than  have  been  subscribed.  Make  all  checks  payable  to  the  Com- 
pany. 

Name.  Address.  Shares.  Amount. 

1'..  .V 


See  for  right  of  prior  stockholders  to  subscribe  for  increased  stock  at 
par,  Cook  on  Corporations,  §li86;  Clark  &  M.,  Corp.,  §8  408-409,  388; 
Hammond  v.  E<lis<)n  Illuminating  Co.,  131  IMich.  79,  100  Am.  St.  Eej).  582; 
Jones  V.  Concord  &  M.  E.  R.,  67  N.  H.  110;  Electric  Co.  of  America  v. 
Edison  Electric  111.  Co.,  200  Pa.  516;  Real  Est.  Trust  Co.  v.  Bird,  90  Md. 
229.  But  see  Stokes  v.  Continental  Trust  Co.,  91  N.  Y.  Supp.  239,  aflirmed 
186  N.  Y.  285. 

See  as  to  right  to  dispose  of  treasury  stock,  Crosby  v.  Stratton,  17 
Colo.   App.   212,   reversed   on   rehearing   Crosby   v.   Woodbury,    37   Colo.    1. 

Form  1123. 

SUBSCRIPTION  AGREEMENT  PROVIDING  FOR  THE 
ISSUE  OF  PREFERRED  STOCK. 

We,   the  undersigned,  severally   subscribe   for  the  number  of  shares  set 

opposite  our  respective  names  hereunder  to  the  capital  stock  of  the 

Company,  a  corporation  of    ,  and  we  severally  agree  to  pay  to 

said   Company   for  each  share  the  sum   of  $100. 

It  is  further  agreed,  and  this  subscription  is  made  upon  the  condition 
that  the  capital  stock  of  said  Company  shall  be  divided  into  preferred 
stock   and  common   stock  as  follows: 

shares   of   stock   of   said   Company   of   the   aggregate   par 

value   of   $ shall   be   Seven   per   cent,   cumulative  preferred 

stock,  preferred  both  as  to  assets  and  dividends,  and   shares 

of    the    capital   stock   of   said   Company,    of  the   aggregate   par   value   of 

$ shall  be   common  stock ;    the  par  value  of  each  share   of 

stock  of  the  Company,  both  preferred  and  common  stock,  shall  be  $100. 
Each  share  of  said  preferred  stock  shall  be  entitled  to  have  and  receive, 
or  have  set  apart  for  it  from  the  net  earnings  or  the  surplus  of 
said  Company  if  and  when  and  as  declared,   cumulative  dividends  at  the 

rate  of  Seven   per  cent,  per  annum,  beginning    ,  19...., 

payable  semi-annually  if  and  when  and  as  declared  out  of  the  net  earn- 
ings of  such  fiscal  year,  or  the  surplus,  on  such  dates  as  may  be  fixed 
from  time  to  time  by  resolution  of  the  board  of  directors  of  said  Com- 
pany, before  any  dividends  for  such  year  shall  be  paid  or  set  apart  for 
the  common  stock  of  said  company.  Any  such  surplus  or  net  earnings 
of  any  fiscal  year,  or  other  fixed  period,  shall  be  applied  as  far  as  may 
be  necessary  to  the  payment  of  any  deficiency  in  any  dividend  on  such 
preferred  stock  for  any  preceding  fiscal  year  or  period,  and  no  dividends 
shall  be  paid  upon  the  common  stock  of  said  company  unless  and  until 
there  have  been  paid  to,  or  set  apart  for  the  holders  of  said  preferred 


644      CORPORATION  FORMS  AND  PRECEDENTS. 

stock,  said  full  Seven  per  cent,  per  annum  dividends  on  all  the  said  pre- 
ferred stock  for  each  preceding  fiscal  year  or  period  since   , 

19....;  but  the  holders  of  said  preferred  stock  shall  m  no  event  be  en- 
titled to  any  dividends  in  excess  of  said  Seven  per  cent,  per  annum  pay- 
able  as  aforesaid  and  the  arrears  thereof. 

After  all  accumulated  dividends  on  said  preferred  stock  for  all  pre- 
vious years,  or  other  fiscal  periods  since ,  19.  . .  .,  shall  have 

been  declared  and  shall  have  become  payable,  and  the  accrued  semi-an- 
nual installment  of  the  current  year  shall  have  been  declared,  and  the 
Company  shall  have  paid  all  such  accumulated  dividends  for  all  pre- 
vious  years,   or   other   fiscal   periods   since    ,    19....,   and 

also  such  accrued  semi-annual  installment  for  the  current  year  upon 
said  preferred  stock,  or  shall  have  set  apart  from  the  surplus  or  net 
earnings  a  sum  sufficient  for  the  payment  of  all  thereof,  dividends  may 
be  declared  by  the  board  of  directors  on  said  common  stock,  payable  out 
of   any  remaining  surplus   or  net  earnings  of  the   company. 

Upon  the  dissolution,  insolvency,  liquidation,  or  winding  up  of  the 
said  Company,  whether  voluntary  or  involuntary,  or  upon  any  sale  or 
other  disposition  of  its  property,  its  assets  remaining  for  distribution 
after  all  its  indebtedness  or  liability  shall  be  fully  discharged,  shall  be 
distributed  among  the  holders  of  the  preferred  stock  and  of  the  common 
stock  of  said  company  according  to  the  following  order,  priority  and 
manner,  that   is  to  say: 

First,  the  holders  of  said  preferred  stock  of  the  company  shall  share 
equally  and  shall  be  entitled  to  be  paid  in  full  both  th'fe  par  amount  of 
their   shares   and    all   unpaid    dividends   accumulated    or    accruing   thereon 

since    ,   19.  .  .  .,  before  any  amount  shall  be  paid  to  the 

'holders  of  said  common  stock,  and  in  case  such  assets  of  the  company 
shall  be  insufficient  to  pay  said  preferred  stock  in  full,  then  such  assets 
shall  be   applied  and   distributed  pro  rata  to   said  preferred  stockholders. 

Second,  after  the  payment  in  full  of  the  par  value  of  all  the  said  pre- 
ferred stock  and  the  payment  in  full  of  all  unpaid  dividends  accrued  or 

accumulated  on  said  preferred  stock  since    ,   19 .... , 

then  any  and  all  remaining  assets  and  funds  of  the  company  shall  be 
divided  and  paid  to  the  holders  of  the  common  stock  equally  and  pro 
rata,   according   to   their  respective  shares   of   said  common   stock. 

The  terms  and  provisions  of  this  subscription  shall  be  and  constitute, 
and  are  an  agreement  by  and  between  the  undersigned  stockholders  of 
said  Company   (being  all  of  the  stockholders  of  said  company)   with  each 

other,   and    also   by   and   between   the   said    Company 

and  all  of  the  stockholders  of  said  company,  and  each  of  them,  respectively, 
for  themselves,  their  executors,  administrators  and  assigns  respectively, 
and  the  substance  of  this  agreement  shall  be  printed  upon  the  face  of  all 
the  stock  certificates  of  said  company,  and  all  of  the  terms,  conditions  and 
agreements  hereof  shall  run  with  the  capital  stock  of  said  company,  and 
shall  be  binding  upon  all  assignees  and  holders  of  the  stock  of  said  com- 
pany at  any  time. 

In  Witness  Whereof  we  have  hereunto  mutually  set  our  hands  and 
seals,  and  set  opposite  to  our  signatures  hereunder  the  number  of  shares 
of  the  capital  stock  of  said  company  hereby  subscribed  for  by  the  under- 


SUBSCRIPTIONS  AFTER  INCORPORATION.       645 

signed   severally,    and    of   the   classes,   whether   preferred   or   common,   and 
the  aggregate  par  value  thereof. 
Dated    ,    ,   19 

Name.  No.  of  Shares.      Preferred.  Common.  Amount. 


See  generally  as  to  preferred  stock,  Cook  on  Cori)()rations,  §§  267- 
-'78;  Clark  &  iM.,  Corp.,  §§413-419. 

Form  1124. 

PREFERRED  STOCK  SUBSCRIPTION  AGREEMENT  WITH 
BONUS  OF  COMMON  STOCK. 

Company 

Trust   Building,   Philadelphia,   Pa. 

Capital    $4,.')00,0n0,   consisting    of    900,00*  shares   of   $5    each.      Preferred 

Stock    100,000    Shares;    Common    Stock    800,000    Shares. 

Subscriptions  hereunder  are  made  upon  the  following  understanding: 

1.  That  this  Company  has  acquired  Letters  Patent  of  the  United  States 

of  America  granted  to ,  No ,  re-issued  as  No , 

,    19 ,    No ,    ,    19 ,    and    No , 

,  19 .... ,  covering  the Machines. 

2.  That  the  Preferred  Stock  shall  receive  all  of  the  net  earnings  up  to 
its  total  par  value,  so  returning  the  full  amount  of  this  subscription,  and  it 
shall  then  be  converted  into  Common  Stock.  That  the  said  Preferred  Stock 
shall  be  a  first  lien  to  the  amount  of  its  principal  upon  the  assets  of  the 
Company.  That  without  the  consent  of  two-thirds  in  amount  of  the  Pre- 
ferred Stock,  there  shall  not  be  created  any  other  stock  ranking  equally 
with  or  in  priority  to  it. 

3.  That  with  each  share  of  Preferred  Stock  the  subscriber  shall  receive 

as  a  bonus  three  shares  of  full  paid  Common  Stock  from  The   

Trust  Company  of ,  Trustee    deliverable  upon  the  subscription 

payment. 

4.  That  no  subscription  shall  be  binding  imless  and  until  $350,000  of 
Preferred  Stock  is  subscribed,  the  remaining  $150,000,  or  any  part  thereof 
not  subscribed  hereunder,  to  be  retained  in  the  Treasury  to  be  sold  if 
required,  for  the  benefit  of 'the  Company.  Subscriptions  may  be  taken  upon 
duplicates  hereof,  all  of  which  shall  be  taken  as  one  original. 

5.  The  Company  reserves  the  right,  in  event  of  over  subscription  to  make 
allotments  as  it  may  see  fit. 

We,  the  undersigned,  hereby  subscribe  to  the  number  of  shares  of  the 

preferred    Capital    Stock    of    the    Company    at    $5.00    per 

share,  set  opposite  our  respective  names  below,  agreeing  to  pay  for  the 

same  to  The    Trust  Company  of    ,  Trustee,  after 

$350,000  has  been  subscribed  hereunder,  25%  on  ten  days  call  and  25%  each 
in  thirty,  sixty  and  ninety  days  thereafter, 

Xegotiable  receipts  will  be  given. 

Dated ,  19.... 


646      CORPORATION  FORMS  AND  PRECEDENTS. 

Signatures.  Shares.  Amount. 


See  generally  as  to  preferred  stock,  Cook  on  Corporations,  §§  2(57-278; 
Clark  &  M.,  Corp.,  §§  413-419.  As  to  conditional  subscriptions,  see  Cook 
on   Corporations,   §§77-89;   Clark  &  M.,   Corp.,   §§455-464. 

Form  1125. 

SUBSCRIPTION  AGREEMENT  FOR  STOCK  IN  AN  ILLI- 
NOIS CORPORATION  SOLD  BY  A  NEW  JERSEY 
CORPORATION. 

This  agreement  made  this  day  of  ,  19.  . .  .,  be- 
tween the Company   (hereinafter  called  the   

Company),  a  New  Jersey  corporation,  and  the  undersigned,  other  than  the 

Company    (hereinafter    called    the    "Subscribers"),    "Wit- 

nesseth : 

Whereas,  The Company  proposes  to  sell  fifty-seven  thou- 
sand eight  hundred  and  eighty-three  (57,883)  shares  of  the  capital  stock  of 

the    Corporation    (hereinafter  called  the    

Corporation),  with  fourteen  thousand  five  hundred    (14,500)   shares  of  the 

preferred  stock  of  the   Company,  and  to  offer  the  said  stock 

to  stockholders  of  the Company ;  and 

"Whereas,  It  is  contemplated  that  the  committee  hereinafter  named  shall 

apportion  the  said  stock  among  the  subscribing  stockholders  of  the 

Company,  or  their  nominees  as  nearly  as  may  be  without  involving  the 
allotment  of  fractional  shares,  pro  rata,  according  to  the  respective  hold- 
ings of  record  of  such  stockholders  on   ,  19.  ...  ; 

Now,  Therefore,  this  Agreement  Witnesseth :     That  the  subscribers  hereby 

agree,    severally   but    not    jointly,    with    the    Company    and 

with  each  other,  to  purchase  the  amount  of  stock  of  the   

Corporation,  set  opposite  their  respective  signatures  hereto,  or  such  lesser 
amounts  as  shall  be  allotted  to  them,  and  to  pay  therefor  seventeen  and 
50-100  dollars  ($17.50)  per  share,  of  which  amount  ten  per  cent.  (10  per 
cent.)  shall  be  payable  at  the  time  of  subscription,  ten  per  cent.  (10  per 
cent.)  on  January  30,  19.  .  .  .,  twenty  per  cent.  (20  per  cent.)  on  April  15, 
19....,  twenty  per  cent.  (20  per  cent.)  on  October  15,  19....,  and  the 
balance  of  forty  per  cent.   (40  per  cent.)   on  January  15,  19.  .  .  . 

Allotments  shall  be  made  by 

or  their  successors,  a  committee  (hereinafter  for  brevity  called  the  "com- 
mittee"). 

Each    allotted    subscription    of    seventy    dollars    ($70)    shall    entitle    the 

subscriber,  in  addition  to  the  four  (4)  shares  of  stock  of  the 

Corporation,  to  one  (1)  share  of  the  preferred  stock  of  the 

Company. 

If  default  shall  be  made  by  a  subscriber  in  the  payment  of  any  amount 
due  hereunder,  the  committee  is  hereby  authorized  to  sell  at  any  time,  and 
from  time  to  time,  without  notice,  either  at  public  auction  or  private  sale, 
the  whole  or  any  part  of  the  stock  held  by  it  to  which  subscriber  is  entitled, 
■  nd  is  hereby  given  the  privilege  and  right  to  purchase  such  stock  for  the 


SUBSCRIPTIONS  AFTER  INCORPORATION.       647 

Company,   not    as    jilodgco,    hut    for    the   absolute   account 

of  tlie   Company,  and  free  from  any  equity  of  redemption, 

and  apply  the  net  proceeds,  after  paying  the  expenses  of  sale  to  the 
amounts  due  from  such  subscribers  to  the  Company  ac- 
counting for  the  surplus,  if  any;  and  each  subscriber  agrees  in  case  of  such 
default  on  his,  her,  or  its  part,  or  of  any  deficiency  on  any  such  sale,  to  pay 
forthwith  the  amount  thereof  and  expenses  to  the  committee  for  the  account 

of  the   Company.     The  committee  may  sell,  or  otherwise  dis- 

I'ose  of,  upon  such  terms  and  in  such  manner  and  at  such  tinies  as  it  may 

determine,  any  stock  so  purchased  on  behalf  of  the Company. 

The  committee  may.  from  time  to  time  collect  and  receive  any  and  all 
dividends  upon  the  shares  of  stock  hereby  subscribed,  applying  the  amounts 
so  collected  in  reduction  of  the  amounts  due  from  the  subscribers  to  the 

Company  hereunder. 

If   the   committee   shall    procure    for   the    Company 

any  loan  or  loans,  the  committee  may  pledge  the  stock  covered  hereby  as 
collateral  security  therefor  up  to  the  amounts  due  on  the  purchase  price 
thereof,  and  the  Company  may  assign  its  interests  here- 
under in  further  security  thereof. 

This  agreement  shall  become  binding  at  the  option  of  the  committee, 
which  shall  give  notice  thereof  and  of  the  allotments  hereunder  to  the  sub- 
scribers, by  mailing  appropriate  notices  to  them  at  their  respective  addresses. 
The  committee  shall   have  the  right  at  any  time  prior   to   January   15, 

19 .... ,  to  sell,  but  only  to  the Company  for  the  account 

of  the  subscribers,  the  stock  of  the Corporation  hereby 

subscribed,  at  not  less  than  eighteen  dollars  ($18)  per  share.  Delivery  of 
the  stock  so  sold  shall  be  made  when  and  as  directed  by  the  committee,  upon 
receipt  of  the  proceeds  thereof,  which  shall  be  credited  upon  the  subscrip- 
tions until  they  are  fully  paid.  Any  surplus  then  remaining  shall  be  dis- 
tributed pro  rata  among  the  various  subscribers. 

Any  subscriber  who  shall  have  made  full  payment  of  his  allotted  sub- 
scription hereunder,  shall  be  entitled  to  receive  from  the  committee,  on 
January  15,  19.  . .  .,  or  within  thirty  (30)  days  thereafter,  his  pro  rata  pro- 
portion  of   the   fourteen   thousand  five   hundred    (14,500)    shares   of   stock 

of  the    Company,  and,   in   addition,  his  pro  rata  proportion 

of  the   stock   of  the    Corporation,   or   of   the  proceeds 

thereof,  and  at  the  same  time  shall  be  permitted  to  have  such  pro  rata 
proportion  of  both  stocks  transferred  into  his  own  name  or  that  of  his 
nominee  on  the  books  of  the  respective  companies.  Any  subscriber  may 
at  any  time  make  advance  payment  of  his  subscription  and  obtain  a 
discount  thereon  at  the  rate  of  six  per  cent.  (6  per  cent.)  per  annum. 
It   is   understood   that   the   committee   shall,   in   so   far   as   is   necessary, 

apply  any  amounts  received  hereunder  in  procuring  stock  of  the 

Corporation,  but  that  it  will  make  no  payment  to  that  end  without  re- 
ceiving at  least  as  great  an  amount  of  such  stock  as  such  payment  would 
purchase  hereunder. 

The   committee   shall    have    the   right   to    dispose   of   any    and   all   frac- 
tional   shares    of    stock    upon    such    terms,    in    such    manner    and    at    such 
times  as  it  may  determine,  and  shall  apply  the  proceeds  thereof  upon  the 
subscriptions  hereunder. 
.  The    committee    assumes    no    responsibility    by    reason    of    any    error    of 


648   CORPORATION  FORMS  AND  PRECEDENTS. 
I 

law,  or  of  any  matter  or  thing  done,  or  suffered  or  omitted  to  be  done, 
under  this  agreement,  except  that  each  member  of  the  committee  shall 
be  liable  for  his  own   individual  wilful  neglect  or  malfeasance. 

The  action  of  a  majority  of  the  members  of  the  committee,  expressed 
from  time  to  time  at  a  meeting  thereof,  or  by  writing  with  or  without 
a  meeting  thereof,  shall,  except  as  herein  otherwise  provided,  constitute 
the  action  of  the  committee  and  have  the  same  effect  as  though  assented 
to  by  all.  Any  member  of  the  committee  may  vote  or  may  act  in  person 
or  by  proxy. 

Any  member  of  the  committee  may  at  any  time  resign  by  giving  to 
the  other  members  his  resignation  in  writing,  to  take  effect  ten  days 
thereafter.  In  case  of  the  death  or  resignation  of  any  member  of  the 
committee,  or  of  his  inability  or  incapacity  to  act,  the  vacancy  so  occurring 
shall  be  filled  by  a  majority  vote  of  the  surviving  or  acting  members. 

It  is  understood  that  the  committee  is  not  to  be  responsible  for  any 
informality  in  or  invalidity  of  said  shares  of  stock,  and  that  no  sub- 
scriber is  to  be  released  from  his  obligation  because  of  such  informality  or 
invalidity. 

The  right  is  reserved  to  the  committee  to  allot  less  than  the  amount 
of  stock  subscribed  for  hereunder,  and  to  reject  any  or  all  subscriptions. 

This  agreement  is  to  be  ma3e  and  performed  in  the  State  of  New  York 
and   construed  according  to   its  laws. 

This  agreement  shall  be  binding  upon  the  successors,  assigns  and  per- 
sonal representatives  of  the  parties  hereto,  and  may  be  signed  upon  any 
number  of  counterparts  with  the  same  effect  as  if  the  signatures  hereto 
and   thereto   were   upon   the  same   instrument. 

In  Witness  Whereof,  the  parties  hereto  have  executed  this  agreement 
the  day  and  year  first  above  written. 

[Corporate  Seal]  .ompany, 

By  . . .  ► ,  President. 

Attest : 


Secretary. 
Names  of  Subscribers.  No.  of  Shares. 


See  generally  as  to  the  power  of  one  corporation  to  hold  stock  in  another 
corporation.  Cook  on  Corporations,  §§64,  309-317;  Clark  &  M.,  Corp., 
§§  193-198,  448d. 

Form  1126. 

SUBSCRIPTION   BY   CORPORATION   PAYABLE  IN 
PROPERTY. 

The  undersigned,  .Tones-Thompson  Investment  Company,  a  domestic 
corporation,  hereVjy  subscribes  for  six  thousand  shares  of  the  par  value 
of  one  dollar  each,  and  of  the  total  par  value  of  six  thousand  dollars,  of 
the  capital  stock  of  the  Cascade  Steel  Foundry  Company,  a  corporation 
organized  under  the  laws  of  the  state  of  Washington,  with  a  total  capital 
stock  of  two  hundred  thousand  dollars  divided  into  two  hundred  thousand 


SUBSCRIPTIONS  AFTER  INCORPORATION.       649 

shares  of  the  par  value  of  one  dollar  each.  The  undersigned  corporation 
agrees  to  pay  the  amount  of  said  subscription  however,  only  Vjy  the  execu- 
tion and  delivery  to  the  Cascade  Steel  Foundry  Company  of  a  good  and 
suflicient  warranty  deed  for  a  tract  of  ten  acres  situated  in  section  18, 
township  23  north,  range  5  east,  King  county,  Washington,  more  particu- 
larly described  in  that  certain  contract  of  even  date  between  the  parties, 
and  it  is  understood  that  this  subscription  is  a  part  of  said  agreement, 
which  would  not  have  been  made  had  this  subscription  not  been  executed. 
The  undersigned  agrees  to  accept  the  shares  of  stock  hereby  subscribed  in 
payment  of  the  sum  of  six  thousand  dollars,  required  by  paragraph  2 
of  said  contract,  but  said  stock  shall  be  fully  paid  and  nonassessable,  and 
shall  be  so  issued  by  the  corporation  in  payment  for  the  ten  acres  of  land 
described  in  said  contract,  and  will  be  accepted  by  the  undersigned  cor- 
poration in  full  ]>aymcnt  for  said  land.  No  obligation  shall  attach  to 
this  subscription  however,  unless  the  said  Cascade  Steel  Foundry  Com- 
pany shall  first  proceed  to  construct  on  said  property  a  plant  for  the 
manufacture  of  steel  castings  as  provided  in  said  contract,  and  shall  ex- 
pend the  sum  of  five  thousand  dollars  upon  said  ground  in  labor  and  im- 
provements preparatory  to  the  construction  of  said  plant. 

Dated  at   Seattle,  Washington,  this  10th  day  of  August,  1907. 

Jones-Thompson    Investment    Company, 

[Corporate  Seal]  By  Fred  R.  Thompson,  President. 

Attest : 

A.  A.  Jones,   Secretary. 

See  Jones-Thompson  Invest.  Co.  v.  Cascade  Steel  Foundry  Co.,  110 
Pac.  (Wash.)  417,  where  the  above  instrument  was  involved.  See  as  to 
subscriptions  by  corporations,  Cook  on  Corporations,  §64;  Clark  &  M., 
Corp.,  §  448d.  See  as  to  issuing  stock  for  property,  Cook  on  Corpora- 
tions,   §§18-24,   43-50,   423,    766;    Clark   &   M.,   Corp.,    §§383-386. 

Form  1127. 

SUBSCRIPTION    CONTRACT    WITH    COLLATERAL 
AGREEMENTS. 

St.  Louis,  Mo.,  Feb.  18,  1904. 
We,  the  undersigned,  subscribe  and  agree  to  pay  for  in  cash,  for  the 
number  of  shares  of  the  capital  stock  of  the  Simpson  Catering  Company, 
of  St.  Louis,  Missouri,  set  opposite  our  na^es.  Money  to  be  deposited  with 
the  Commonwealth  Trust  Company,  of  St.  Louis,  Missouri,  as  bankers  to 
the  credit  of  the  Simpson  Catering  Company,  upon  the  condition  that  all 
the  received  money  is  to  be  used  for  the  general  running  expenses  and  the 
building  of  buildings,  improvements  and  equipment,  according  to  the 
plans  and  specifications  and  drawings  made  by  the  architect,  and  that 
upon  delivery  of  the  check  or  cash  to  the  company,  or  the  trust  com- 
l)any,  a  certificate  of  stock  to  the  amount  is  to  be  delivered  to  the  pur- 
chaser of  the  stock,  of  the  par  value  $100  each,  paid  for  at  par.  The  con- 
cession is  granted  and  is  assigned  to  the  Catering  Company  by  Mrs. 
Corinne  Simpson,  and  the  bond  and  all  stipulations  have  been  complied 
with  to  the  Fair  Company.  The  building  shall  have  a  seating  capacity 
of  1,000  persons,  and  shall  be  conducted  as  an  eating  house,  restaurant, 
buffet  and  general  refreshment  place  during  the  term  the  St.  Louis 
World's   Fair    Exposition   is   in   progress.      The   capital   stock   of   the   com- 


650     CORPORATION  FORMS  AND  PRECEDENTS. 

pany  is  fifty  thousand  dollars,  par  value,  one  hundred  dollars  each,  and 
fifteen  thousand  dollars  of  this  stock  is  to  be  sold  at  par,  and  ten  thou- 
sand dollars  will  be  left  in  the  treasury  for  raising  further  funds  if 
necessary.  It  is  agreed  by  the  board  of  directors  that  the  subscriber  of 
this  fifteen  thousand  dollars  will  be  paid  his  money  back  first  before  any 
dividends  are  paid  on  the  promoters'  stock,  and  that  there  is  a  sinking 
fund  set  aside  for  the  actual  daily  rental  expenses  of  the  cost  of  the 
building  to  not  be  used  for  any  other  purposes  until  the  fifteen  thousand 
is  paid  back  to  the  holders  of  the  stock,  who  advanced  the  money  and 
then  the  profits  derived  from  the  earnings  shall  be  paid  in  weekly  divi- 
dends for  the  whole  stock.  The  board  of  directors  shall  meet  once  a 
week  and  declare  such  dividends  as  may  be  necessary  from  the  profits 
derived. 

Name.  Besidence.  No.  of  Shares. 


See  Sherman  v.  Shaughnessy,  (Aio.)  129  S.  W.  245,  where  the  above 
instrument  was  construed,  and  the  subject  of  treasury  stock  was  consid- 
ered, as  well  as  the  necessity  of  the  tender  of  stock  to  the  subscriber.  See 
for  conditional  subscriptions,  Cook  on  Corp.,  §83;  Clark  &  M.,  Corp., 
§§455-464. 

Form  1128. 
TRANSFER  OF  SUBSCRIPTION. 

I,    ,  of    ,   in   consideration   of    


Dollars,  lawful  money  of  the  United  States,  to  me  paid  by   , 

the  receipt  whereof  is  hereby  acknowledged,  and  for  other  good  and  valu- 
able considerations,  have  sold,  assigned,  transferred  and  set  over,  and  by 

these  presents  do  sell,  assign,  transfer  and  set  over  unto  said 

all   my   right,   title    and   interest   as   a   subscriber   to   the   capital   stock  of 

Company,  a  corporation  organized  under  the  laws  of  the 

State  of   ,  to  the  extent  of  shares  of  said  capital 

stock   and   I   hereby   request   and   direct  the   said   Company   by   its  proper 

officers  to  issue  a  certificate  for  said shares  to  the  said 

or  to  whomsoever  he  may  direct. 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  seal  this 

day   of    ,19 

[Seal] 

Witnessed  by: 


See   generally   as   to    the    rig       to    substitute   stockholders   before   incor- 
poration,  Cook    on    Corporations,    §62;    Clark   &    M.,    Corp.,    §§557-562. 

Form  1129. 
TRANSFER  OF  SUBSCRIPTION. 

The   undersigned,    for   valuable    consideration,    does   hereby   sell,    assign, 
transfer  and  set  over,  all  his  right,  title  and  interest  as  a  subscriber  to  the 

ftock  and  as  an   incorporator  of    t    Company,   a  corporation 

organized   and   existing  under  the  law^s  of  the   State   of    ,  to 

the  extent  of    shares,  unto   ,  hereby  requesting  that 


SUBSCRIPTIONS  AFTER  INCORPORATION.       051 

a   certificate   of  said   shares   of   stock   be   issiKMl   by   the   proper   officers   of 
said  corporation  unto  the  assignee  herein  named,  or  to  his  assigns. 

Dated,  ,  19 

(Signature)  

Witnessed  by: 


Form  1130. 
ASSIGNMENT    OF    SUBSCRIPTION    (ANOTHER    FORM). 

i'"or  X'aluc  Keceived,  I, ,  the  undersigned  subscriber  to. 


shares  of  the  Capital  Stock  of  the  The Company,  a  corporation 

organized  and  existing  under  the  laws  of  the  State  of   ,   do 

hereby  sell,  assign  and  transfer  unto   all  my  right,  title  and 

interest  in  and  to  said  shares  of  capital  stock,  and  I  do  hereby  authorize 

and  empower  the  secretary  of  said  The Company  to  register 

this  transfer  on  the  books  of  said  company. 

In  Witness  Whereof,  1  have  hereunto  set  my  hand  and  seal,  this 

day  of ,  A.  D.  19 

(Name) [Seal  ] 

(Address) 

Witnessed  by: 


Form  1131. 
AGREEMENT   TO   ASSUME   SUBSCRIPTION   TO   STOCK. 

In  consideration  of  George  A.  Fernald  &  Company  suljscribing  for  5,000 
shares  of  common  stock  of  the  C,  H.  &  D.  Eailroad  Company  under  the  sub- 
scribers' agreement  of  iSIay  19,  1904,  with  George  W.  Young  and  others  as 
syndicate  managers,  and  for  other  valuable  considerations,  moving  from  said 
George  A.  Fernald  &  Company  to  us,  the  receipt  of  which  is  hereby  acknowl- 
edged by  us,  we  hereby  agree  that  in  case  the  negotiations  now  pending 
for  the  Pere  Marquette  Eailroad  Company  acquiring  the  capital  stock  of 
the  Chicago,  Cincinnati  &  Louisville  Eailroad  Company,  and  issuing 
temporary  bonds  in  payment  therefor,  not  being  consummated  and  carried 
out  on  terms  satisfactory  to  William  A.  Bradford,  Jr.,  on  or  before  the 
time  when  the  first  installment  upon  said  subscriptions  shall  become  due 
and  payable  (not  later  than  June  30th,  1904),  we,  the  undersigned, 
Newman  Erb  and  F.  H.  Prince  &  Co.,  .iointly  and  severally,  agree  to 
and  will  assume  and  take  off  the  hands  of  said  George  A.  Fernald  &  Co. 
said  subscriptions  for  5,000  shares  of  common  stock,  and  pay  all  liabilities 
connected  therewith,  including  the  installments  called,  or  to  be  called, 
and  to  protect  said  Fernald  &  Co.  against  all  liability  connected  therewith; 
said  subscription  to  be  thereupon  assigned  by  said  George  A.  Fernald  & 
Company  to  us. 

Dated,   ,  19 

F.  H.  Prince  &  Co., 

Newman    Erb. 

See  Pere  Marquette  E.  Co.  v.  Bradford,  149  Fed.  492,  where  the 
above  instrument  is  considered. 


652      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1132. 

GENERAL  POWER  OF  ATTORNEY  TO  ACCEPT  TRANS- 
FERS OF  STOCK  AND  TO  ACT  AFTER  ORGANI- 
ZATION—(MAINE). 

Know  All  Men  by  These  Presents,  That  we,  the  undersigned,  whose 
residences  are  stated  opposite  our  respective  signatures,  do  hereby  jointly 

and  severally  constitute  and  appoint   ,   and 

,  of   ,  in  the  County  of   and  State 

of  Maine,  or  eitlier  of  them,  our  true  and  lawful  attorney,  with  power  of 
substitution  to  accept  transfers  for  us  and  in  our  several  names  and 
stead,   at  any  time  after  the  filing  of  the  certificate  of  organization  of 

the    ,   a   corporation   to   be   organized   under   the  laws   of   the 

State  of  Maine,  and  before  the  final  adjournment  of  the  meeting  of 
associates,  of  all  or  any  of  the  stock  of  said  Company  held  or  subscribed 
for  at  organization  by  such  associates  as  shall  have  subscribed  for  not 
exceeding  two  shares  of  its  capital  stock,  and  in  our  several  names  and 
at  their  discretion  to  vote  at  any  adjourned  meeting  of  associates  at 
which  we  may  be  entitled  to  be  represented  by  virtue  of  being  stock- 
holders by  transfer  as  aforesaid;  and  for  us  and  in  our  several  names 
and  stead  to  sign  our  names  to  the  confirmation  of  the  records  of  any 
such   meeting. 

Hereby  granting  unto  our  said  attorney  full  power  and  authority  to 
act  in  our  several  names  and  stead,  concerning  the  premises,  as  fully 
and  effectually  as  we  might  severally  do  if  personally  present. 

In    Witness   Whereof,   we   have   hereunto   set   our   hands   and   seals   this 

day   of    ,   A.   D.   19 

Names.  Eesidences. 


See  for  other  forms  of  powers  of  attorney.  Forms  1850-18.56,  post. 

Form  1133. 
POWER  OF  ATTORNEY  TO  ACCEPT  STOCK. 

Know   all   men   by  these   presents,   that    ,   of    


do  make,   constitute,   and  appoint   ,  true  and  lawful  attorney 

(with   full   power   of   substitution)    for    in    name   and 

on    behalf,   to   accept   the    transfer   or   transfers  made 

iinto   of   shares  in  the  capital  stock  of  the   

Company,  a  corporation  organized  and  existing  under  the  laws  of , 

and  generally   to   do   all  lawful   acts   requisite   for  effecting  the  premises; 

hereby    ratifying    and    confirming    all    that     said    attorney 

(or  his  substitute  or  substitutes)   shall  do  therein  by  virtue  hereof. 


SUBSCRIPTIONS  AFTER  INCORPORATION.       653 

In    witnesa    whereof    have    hereunto    set    hand   and 

seal  at    this    day   of    ,  A.   D.   19.... 


[Seal] 


Signed,  sealed  and  delivered  in  the  presence  of: 


See  ForniB   1850-1856,  post,  and   Forms   1095,   1098,  snpra. 

Form  1134. 
REVOCATION  OF  SUBSCRIPTION. 

To    the    Company,    a    corporation    organized    and   existing 

under  the  laws  of  the  State  of   : 

Whereas  on  the  day  of  ,  19 ,  I,  the  under- 
signed   did    subscribe    for    shares    of    the    capital    stock    of    The 

Company,  and, 

WTiereas  my  said  subscription  has  not  been  accepted  by  said  Company, 
(if  the  subscription  is  voidable  for  any  other  reason  state  such  reason, 
as   for   example,   that   it  was  procured   by   fraud,   misrepresentation,   etc.) 

Now  Therefore,  I  hereby  withdraw  my  said  subscription,  and  cancel 
and  annul  in  all  respects  the  same,  and  do  hereby  notify  you  of  my 
cancellation,  withdrawal,   and  revocation  thereof. 

[Seal] 

Dated   ,19.... 

See  for  right  to  withilraw  a  subscription,  Coo!:  on  Corporations,  §§  167- 
170;  Clark  &  M.,  Corp.,  §451. 

See  Forms  1099,  1100  for  revocation  of  subscription  made  before 
organization. 

Form  1135. 

NOTICE   OF  REVOCATION  OF  A  SUBSCRIPTION  HELD 
IN  ESCROW  TO  CUSTODIAN  OF  ESCROW. 


.,  19. 


Gentlemen: — 

Eeferring   to   a   certain   document   now   in   your  custody   entitled  "Sub- 
scription   for   Capital   Stock   of   The    Bailway   Company"  dated 

J    19....,   and  signed   by   me,   in   reference   to   the   purchase 

by  me   from   the    Construction   Company  of  Fifty  shares  of 

the  capital  stock  of  the   Eailway  Company,   I  hereby  notify 

you    that    I    have    revoked    any    offer    or    undertaking    in    such    instrument 

contained,  and  have  given  to  the   Construction  Company  notice 

of  such  revocation.  You  will  therefore  take  notice  of  my  action,  and  not 
deliver  said  document  to  any  person  whatsoever,  but  hold  the  same  subject 
to  my  order. 

Yours  very  truly, 


See  generally  as  to  the  right  of  a  subscriber  to  revoke,  release,  with- 
draw, surrender  or  cancel  his  subscription,  Cook  on  Corporations,  §§167- 
170;   Clark  &  M.,  Corp.,   §451. 

See  Forms  1099,  1100,  supra. 


CHAPTER  X. 
ORGANIZATION  MEETINGS. 

Form  1136. 
NOTICE   OF  MEETING  TO   ORGANIZE— (ILLINOIS). 

To 

You    are    hereby    notified   that   the    capital    stock    of    has 

been  fully  subscribed,  and  that  a  meeting  of  the  subscribers  to  the  capi- 
tal stock  of  said  company,  will  be  held  at   on  the   

day   of    ,   A.   D.    19 ,   at    o  'clock    M.,   for 

the   purpose   of   electing   a  board   of    * and   for 

the    transaction    of    such    other    business    as    may    be    deemed    necessary. 

Dated  the day  of ,19 


Commissioners. 

AFFIDAVIT   OF   MAILING   NOTICE   OF   MEETING. 

STATE  OF  ILLINOIS, 

County  of   

,    and    ,    being    duly    sworn,    on 

oath  depose  and  say  that  they  are  the  Commissioners  duly  authorized  to 
open  Books  of  Subscription  to  the  Capital  Stock  of  ,  pursu- 
ant to  license  heretofore  issued,  bearing  date  the day  of   , 

A.  D.  19 ;   that  on  the   day  of    ,  A.  D.   19 , 

they  caused  a  copy  of  the  notice  of  the  meeting  of  the  said  Company,  a 
copy  of  which  is  hereinabove  annexed,  to  be  mailed  in  a  sealed  wrapper, 
postage  prepaid,  addressed  to  each  subscriber  to  the  capital  stock  of 
said  Company. 


Commissioners. 

Sworn  to  and  subscribed  before  me  this   day  of 

19 


Notary  Public. 
See    Cook    on    Corporations,    §59.5;    Clark    &    M.,    Corp.,    §  82f.  _ 

The  incorporation  statutes  of  the  several  states  are  so  different  m 
many  of  their  provisions  that  an  attempt  to  set  forth  herein  forms  for 
the  various  steps  requisite  to  the  organization  of  a  corporation  in  each 

(•Insert  here  the  word  "Directors"  or  "Managers"  and  state  any 
other  purpose  for  which  the  meeting  may  be  called.) 

654 


ORGANIZATION  MEETINGS.  655 

Btate  18  not  practicable.  Consequently,  only  certain  general  and  illustra- 
tive forms  of  notice  of  the  first  meetings  of  incorporators  and  directors, 
waivers  of  such  notice,  minutes  of  such  meetings  an<l  certain  resolu- 
tions, etc.,  are  given.  It  is  believed  that  such  forms  can  readily  be 
adapted  to  the  particular  jurisdiction  under  whose  laws  the  corporation  is 
created. 

As  a  general  rule  the  place  of  meeting  of  stockholders  must  be  within 
the  state  creating  the  corporation,  Cook  on  Corporations,  §589;  Clark 
&  M.,  Corp.,  §  348. 

Where  a  charter  is  taken  out  in  one  state  and  the  organization  meetings 
are  held  in  another  state,  it  is  held  that  the  presumption  is  that  no  cor- 
poration is  organized.  Duke  v.  Taylor,  37  Fla.  64.  See  also  Taylor  v. 
Branham,   35    Fla.   297. 

See  the  following  cases  holding  that  the  organization  meetings  should  be 
held  within  the  state  which  granted  the  charter,  Miller  v.  Ewer,  27  Me. 
509;  Smith  v.  Silver  Valley  Min.  Co.,  64  Md.  85;  Welch  v.  Old  Dominion, 
etc.  Ry.  Co.,  10  N.  Y.  Supp.  174. 

The  legislature  of  a  state  may  authorize  the  organization  or  any  other 
corporate  meeting  to  be  held  without  the  state.  Graham  v.  Boston,  etc.  E. 
K.   Co.,   118   U.   S.   161. 

For  forms  and  suggestions  relative  to  the  organization  of  corporations, 
see  Form  173,  supra. 

Form  1137. 
NOTICE    OF   MEETING    TO    ORGANIZE    CORPORATION. 

To    

You  are  hereby  notified  that  a  charter  has  been  if-sued  by  the  Secre- 
tary  of   State   of   the   State   of    ■■•■,   bearing   date  the    

day  of    creating  The   Comi)any,  a  corporation, 

and  that  the  first  meeting  of  the  stockholders  of  said  corporation  will  be 

held    at    No ,    St.,    ,    at 

0  'clock    ....  M.,  on   the    day  of    ,   19 .... , 

for  the  purpose  of  adopting  by-laws  and  the  transaction  of  any  other 
business  that  may  be  legally  done  at  such  meeting  of  stockholders. 

Dated    ,   19 


Incorporators. 

See  Form  173,  supra. 

See  generally  as  to  notice  of  corporate  meetings,  Cook  on  Corpora- 
tions, §595;   Clark  &   M.,  Corp.,   §  82f. 

See  as  to  waiver  of  notice  of  first  stockholders'  meeting,  Butler  Paper 
Co.  V.  Cleveland,  121   111.  App.  491,  affirmed   220  111.   128. 

For  waiver  of  notice  of  corporate  meetings,  see  Cook  on  Corporations, 
§§593,  590;    Clark  &  M.,  Corp.,   §647. 

Form  1138. 
CALL  FOR   FIRST   MEETING   OF   INCORPORATORS. 


,    191.. 

We,    the    undersigned,    ,    ,    and 

being   all   of   the    incorporators   of   The    Company,   a   corpo- 
ration organized  and  existing  under  the  laws  of  the  State  of , 


656   CORPORATION  FORMS  AND  PRECEDENTS. 

do  hereby  call  a  general  ineetiug  of  the  corporators   and   stockholders  of 

said  Company  to  be  held  at  the  office  of  the  Company  at  No , 

St.,    ,   on   the    day   of    , 

at    o'clock    ..M.,   for   the   purpose   of   organizing   said   company 

and   transacting   all    such    further   business    as    may   be    presented   to   the 
meeting. 

And  we  hereby   waive  all   other  or  further  notice  of   the  said  meeting. 


See  generally  as  to  calling  stockholders'  meetings,  Cook  on  Corporations, 
§593;    Clark   &   M.,   Corp.,    §646. 

Form  1139. 

WAIVER  OF  NOTICE  OF  FIRST  MEETING  OF 
INCORPORATORS. 

We,   the  undersigned,  being  all   the  persons  named  as  incorporators   in 

the   Certificate    of    Incorporation    of    ,    a    corporation    organized 

under  the  laws  of  the  State  of   ,  hereby  waive  notice  of  the 

time  and  place  and  purpose  of  the  first  meeting  of  the  incorporators  of 
said  corporation  as  provided  by  statute  or  otherwise,  and  we  hereby  fix  the 

day  of ,19 ,  at M.,  as  the  time,  and 

as  the  place  of  said  meeting,  and  consent  that  any  and  all  matters  affect- 
ing the  interests  of  this  corporation,  within  the  scope  of  authority  of  the 
stockholders,  may  be  considered  and  acted  upon  at  said   meeting. 

Dated    ,  19 


(Signatures  of  all  stockholders.) 


Form  1140. 

WAIVER    OF    NOTICE    OF    MEETING    TO    ORGANIZE 
CORPORATION— (ILLINOIS) . 

We,  the  undersigned,  being  all  of  the  subscribers  to  all  of  the  capital 

stock  of  the    Company,  do  hereby  severally  waive  notice  by 

the  Commissioners  licensed  by  the  Secretary  of  State  of  the  State  of  Illi- 
nois of  the  holding  of  the  meeting  of  the  subscribers  of  said  stock  for 
the  purpose  of  electing  directors  or  managers,  and  the  transaction  of  such 
other  business  as  shall  come  before  us.  And  we,  and  each  of  us  hereby 
consent   to   the    holding   of    such   meeting   for    the   purposes   aforesaid   on 

the    day  of    A.  D.,   19 .... ,  at  the  office  of 

^  No Street,    ,   Illinois,  at    

o'clock    M.,  and   agree  to   be  boimd  by  the  same  as  fully  as  if  said 

meeting  was  duly  called  pursuant  to  notice  by  the  said  Commissioners 
according  to  the  statute   in  such  case  made  and  provided. 


ORGANIZATION  MEETINGS.  657 

See  as  to  the  waiver  of  notice  of  stockhoMors'  meetings,  Cook  on 
Corporations,  §8  593,  599;  Clark  &  M.,  Corp.,  §  G47. 

See  for  meeting  of  incorporators  to  order  opening  of  Subscription  Books 
!in<l  forms  of  order  for  and  waiver  of  notice  of  the  opening  of  books  of 
subscription,   Form   173,  supra. 

Form  1141. 

WAIVER  OF  NOTICE  FOR  FIRST  MEETING  OF  STOCK- 
HOLDERS—(WEST  VIRGINIA). 

The  undersigned,  being  all  the  Stockholders  of    Company, 

a  corporation  created  under  the  laws  of  the  State  of  West  Virginia,  by 
virtue  of  a  charter  issued  by  the  Secretary  of  State  of  said  state,  bearing 

date  the    day   of    ,   desiring  to   hold  a  meeting  for 

the  purpose  of  organizing  said  corporation  immediately,  do  hereby  waive 
notice  and  publication  of  notice  of  said  first  meeting  of  stockholders  of  said 
corporation;   and  we  do  hereby  assent  and  agree  to  hold  the  first  meeting 

of  the  stockholders  of  said  corporation  at    on  the    

day  of    ,  at    o  'clock  in  the    noon,   for  the 

j)urpose  of  adopting  by-laws  and  the  transaction  of  any  other  business 
that  may  be  legally  done  at  such  meeting  of  stockholders;  and  we  do 
further  agree  that  any  business  transacted  at  such  meeting  shall  be  as 
valid  and  legal  and  of  the  same  force  and  effect,  as  though  said  meeting 
was  held  after  notice  given  and  published. 
"Witness  our  signatures  and  seals: 

[Seal] 

[Seal] 

[Seal] 

[Seal] 

[Seal] 

See  note  to  preceding  form. 

See  for  another  form  of  waiver  of  notice  of  first  meeting  of  stock- 
holders. Form   173,  supra. 

Form  1142. 

MINUTES    OF    FIRST    MEETING    OF    SUBSCRIBERS    TO 
CAPITAL  STOCK— (ILLINOIS). 

The  first  meeting  of  the  subscribers  to  the  capital  stock  of   

was  held  on  the    day  of    A.   D.  19....,  at    

o  'clock  ....  il.,  at  the  office  of in  the of , 

County   of    and   State   of    ,   in   pursuance   of   a 

notice,  addressed  to  each  subscriber,  duly  deposited  in  the  United 

States   postoffiee   at    ,    days  before   the    time    fixed 

therein,  announcing  the  holding  of  this  first  meeting  on  said day 

of  ,  19.  . .  .,  at  said  office  for  the  purpose  of  electing  a  Board 

of  Directors,  and  for  the  transaction  of  such  other  business  as  might  come 

before  said  subscribers,  a  cop_v  of  said   notice  together  with 

proof  of  the  due  mailing  thereof  is  appended  to  the  minutes  of  this  meet- 
ing, as  a  part  of  the  records  of  said  corporation. 

Mn    ,   one    of    the    Commissioners   licensed    to    open   books 


658   CORPORATION  FORMS  AND  PRECEDENTS. 

for  the  subscription  of  the  capital  stock  of  this  corporation,  called  the 
meeting  to  order  and  stated  its  object. 

^Ir was  thereupon  elected  Chairman  of  said  first  meet- 
ing   and  Mr 'oas   thereupon   elected   Secretary  thereof. 

Each  accepted  his  respective  oflSee,  and  discharged  its  duties  until  the 
close  of  the  meeting. 

The  original  subscription  list  'nas  then  exhibited  and  read,  showing  all 
the  capital  stock  of  said  corporation  to  be  fully  subscribed. 

There  were  present  at  the  meeting  in  person  and  by  proxy  the  follow- 
ing subscribers  for  stock  holding  the  respective  number  of  shares  set 
opposite   their   names  below: 

Names.  How  Present.  Shares. 


The  Chairman  declared  that  a of  the  shares  of  the  capital 

stock  was  represented  and  that  the  meeting  was  competent  to  proceed 
with  the  transaction  of  the  business  for  which  it  was  called. 

On   motian   duly   made   and   carried,   the   subscribers   proceeded   to   elect 

a  Board  of   Directors,  to  serve  for  the  term  of year.  ., 

and  until  their  successors  were  elected  and  qualified.  The  election  of 
Directors  resulted  as  follows: 

received  a  vote  of  shares,  and  was  de- 
clared duly  elected  Director  of  said  Corporation  for  the  term  of    

year..,   and  until  his  successor  should  be   elected  and  duly  qualified. 

received  a  vote  of  shares,  and  was  de- 
clared  duly  elected  Director  of  said   Corporation  for  the  term   of    

year..,  and  until  his  successor  should  be  elected  and  duly  qualified. 

received  a  vote  of shares,  and  was  de- 
clared  duly  elected  Director  of  said  Corporation  for  the  term   of    

year..,  and  until   his  successor  should  be  elected  and  duly  qualified. 

received  a  vote  of  shares,  and  was  de- 
clared  duly  elected   Director  of  said   Corporation  for  the  term   of    

year..,  and  until  his  successor  should  be  elected  and  duly  qualified. 

received  a  vote  of  shares,  and  was  de- 
clared duly  elected  Director  of  said  Corporation  for  the  term  of  .... 
year..,  and  until  his  successor  should  be  elected  and   duly  qualified. 

received  a  vote  of  shares,  and  was  de- 
clared  duly  elected  Director  of  said   Corporation  for   the  term   of    

year..,  and  until  his  successor  should  be  elected  and  duly  qualified. 

(Insert   here   any   other   business   transacted    at   meeting.) 

On  motion  duly  made  and  carried,  the  foregoing  minutes  were  then 
and   there   read   and   approved. 

The    meeting   then   adjourned. 


Attest:  Chairman. 


Secretary. 
See    for    form    of    minutes   of   first    meeting    of   stockholders   of   an    Ohio 
corporation,  Form  173,  supra. 

Every  corporation  should  keep  a  permanent  record  of  the  proceedings  of 


ORGANIZATION  MEF:TINGS.  659 

Its  incorpora,tors,  stockhoMers  and  directors.  UBiially  upon  the  filing  of 
the  articles  of  incorporation,  a  copy  of  such  articles  is  furnished  by 
the  Secretary  of  State.  This  copy  should  be  entered  in  a  blank  book 
designed  to  be  a  permanent  record  of  proceedings  of  the  incorporators, 
of  the  stockholders,  and  of  the  directors  of  the  corporation,  and  called 
a  "Record  of  Proceedings."  This  book  should  be  sudiciently  large  to 
contain  a  record  of  all  the  proceedings  above  named.  If  the  corporation 
be  large  and  the  meetings  of  its  directors  frequent,  the  i>roceedings  of 
stockhoMers  and  ilirectors  may  be  recorded  in  different  books;  but 
generally  it  will  not  lead  to  confusion  if  the  proceedings  of  incorporators, 
stockholders  and  directors  l)e  ail  recorded  in  the  same  "Record  of  Pro- 
ceedings." At  the  top  of  the  first  page  such  title  should  be  written 
as  will  identify  said  book,  e.  g.,  "Record  of  Proceedings  of  the  Incor- 
porators, Stockholders  and  Directors  of  (name  of  the  corporation)."  The 
record  of  the  meetings  should  plainly  show  what  body  held  the  meeting. 
See  Form  173,  supra. 

If  the  certificate  of  incorporation  names  the  first  Board  of  Directors, 
which  is  the  case  in  some  states,  at  the  first  meeting  of  the  stockholders 
the   following   resolution   is  sometimes  adopted: 

Resolved,  that  the  Board  of  Directors  as  named  in  the  certificate  of 
incorporation,  be  and  they  are  hereby  confirmed  as  members  of  the 
Board  of  Directors  for  the  ensuing  year,  and  until  their  successors  are 
elected  and  qualify. 

Form  1143. 

MINUTES    OF   FIRST    MEETING    OF    INCORPORATORS. 
(WEST  VIRGINIA.) 

The   stockholders   and   incorporators    of    the    Company, 

a  corporation  created  under  the  laws  of  the  State  of  West  Virginia,  met 

on  the day  of ,  A.  D.  19 ,  at  the  hour  of 

0  'clock  in  the  f  oreqoon,  at  No , ,  in  the  City  of , 

County   of    and    State    of    , 

pursuant  to  an  agreement  and  waiver  of  notice,  the  original  copy  of 
which  is  herein  inserted  and  is  as  follows: 

"We,  the  undersigned,  being  all  of  the  stockholders  of  the    

Company,  a  corporation  created  under  the  laws  of .  the  State  of  West 
Virginia,    by    virtue    of    a    charter    issued    by    the    Secretary    of    State 

of  said  State  of  West  Virginia,  bearing  date  the   day  of   , 

A.  D.  19....,  desiring  to  hold  a  meeting  for  the  pui^ose  of  organizing 
said  corporation,  do  hereby  waive  notice,  or  publication  of  notice,  of  said 
first  meeting  of  stockholders  of  said  corporation,  and  we  do  hereby  con- 
sent and  agree  to  hold  the  first  meeting  of  the  stockholders  of  said  cor- 
poration at  No , Trust  Building,  in  the  City  of   , 

and  State  of   ,  on  the   day  of   ,  A.  D. 

19.  .  .  .,  at o'clock  in  the  forenoon,  for  the  purpose  of  adopting  by- 
laws, and  the  transaction  of  any  other  business  that  may  be  legally  done, 
and  we  do  further  agree  that  any  business  transacted  at  such  meeting 
shall  be  as  valid  and  legal,  and  of  the  same  force  and  effect  as  though 
said  meeting  was  held   after  notice   given   and  published. 

"Witness  our  signatures  and  seals,  this   day  of    

A.  D.  19.... 

[Seal] 

[Seal] 

[Seal] 

[Se.ax]" 


660      CORPORATION  FORMS  AND  PRECEDENTS. 

There  were  present  at  the  meeting: 


and     ,    being    all 

of  the  stockholders  and  incorporators  of  the  Company. 

On   motion  of  Mr ,    was   elected 

Chairman  and   Secretary  of  the  meeting  by  a  viva  voce 

vote. 

On  motion  of  Mr ,  the  Chair  was  authorized  to  appoint  a 

mmittee  of  one  to  report  to  the  meeting  what  stock  was  represented 

in  person  and  by  proxy,  and  the  Chair  appointed , 

as  such  committee. 

The  said  committee  reported  as  follows: 

"I,  the  undersigned  committee,  appointed  to  report  to  this  meeting 
what  stock  of  the  Company  is  represented  in  person  and  by  proxy,  beg 
leave  to  report  as  follows: 

"The  whole  number  of  shares  subscribed  for  as  shown  by  the  agree- 
ment for  incorporation  and  the  certificate  of  incorporation  is  five  (5). 
No  stock  has  been  sold  since  the  date  of  the  certificate  of  incorporation. 
There  are  present  the  following  stockholders  in  person,  holding  the  fol- 
lowing numbers  of  shares  respectively: 

1  share, 

1  share, 

1  share,  ? 

1 
1  share,  ' 

1  share. 

"I  therefore  report  all  the  stock  present  in  person.     All  of  which  is 

respectively  submitted. 


Committee. ' ' 

On  motion  of ,  the  Chair  was  authorized  to  appoint  a 

Committee   of  two  to   draft  by-laws   for   the   government   of  the   corpora- 
tion, and  to  report  the  same  to  the  meeting  for  its  adoption,  amendment 

or   rejection.     The  Chair   appointed    , ,  and    

as  such  Committee. 

The  Committee  appointed  to  draft  by-laws  reported  and  presented  with' 

its  report,  a  form  of  by-laws.     Upon  motion  of said 

by-laws  were  read  by  section,  for  amendment.     After  the  reading  of  the 
said  by-laws  and   no   motion  for  the   amendment  thereof   having  been 

made,    moved  that  the  following  by-laws  be  adopted 

and  passed  as   the   by-laws   and  for   the   government   of   this   Company, 
to  wit: 

(Insert  copy  of  by-laws.) 

Upon  motion  of to  adopt  the  foregoing  by-laws,  the 

following  vote  was  cast  in  favor  of  such  adoption: 

east  the  vote  on  1  share, 

cast  the  vote  on  1  share, 

cast  the  vote  on  1  share, 

cast  the  vote  on  1  share, 

cast  the  vote  on   1  f-hare, 

being  the  vote  upon  all  the  stock  of  the  corporation. 

Thereupon,  the  said  motion  was  declared  carried  and  the  said  bylaws 
were  declared  adopted. 


ORGANIZATION  MEETINGS.  6G1 

Thereupon   moved  that  the  meeting  proceed  to  elect 

five  (5)  directors,  as  prescribed  by  the  certificate  of  incorporation  and 
by  the  by-laws,  and  that  each  person  entitled  to  vote  for  Directors, 
announce  his  vote  to  the  Secretary;  thereupon,  the  vote  was  announced 
as  follows: 

cast    his   vote    as    follows : 

cast    his   vote    as    follows : 

cast    his   vote    as    follows : 

cast    his   vote    as    follows : 

cast    his   vote    as    follows : 

Thcioupoii,    the    said    ,    ,    , 

and were  duly  declared  elected  Directors  of 

this  Company. 

,  who  was  appointed  by  the  original  incorporators  to 

collect  and  receive  the  cash  payments  upon  subscriptions  to  capital  stock, 
and  to  attend  to  the  details  of  incorporation,  reported  that  he  had 
received  for  the  subscription  of  each  incorporator,  as  follows: 

subscriber  for  one  share  of  stock     $10.00 

subscriber  for  one  share  of  stock     $10.00 

subscriber   for   one  share   of  stock     $10.00 

subscriber   for   one  share   of  stock     $10.00 

subscriber   for   one  share   of  stock     $10.00 


Total    amount    received    $50.00 

And  that  he  had  expended  the  following  amounts: 

To   the   Secretary   of   State,   West   Virginia,   for   charter, 

certified   copies,   and   license   tax   to    May    1    19 

Total     disbursements     


Leaving  a  balance   on   hand  of    

Upon  motion,  the  report  was  received  and  ordered  spread  upon  the 
minutes.     The  items  of  expense  were  approved  and  allowed. 

On  motion  duly  seconded,  the  following  preamble  and  resolution  were 
unanimously  carried: 

Whereas,  The  Company,  a  corpora- 
tion, has  offered  to  buy  at  par  and  pay  cash  for  forty-five  (45)  shares  of 
the   Capital    Stock    of   this    Company. 

Resolved,  that  the  Board  of  Directors  be  and  they  are  hereby  recom- 
mended and  directed  to  accept  said  offer  and  direct  the  proper  officers  of 

the  Company  to  issue  to  The    Company  forty-five    (45) 

shares  of  the  Capital  Stock  of  this  Company,  upon  the  payment  to  this 
Company  by  The  Company  of  the  sum  of  Four  Thou- 
sand Five  Hundred  Dollars  ($4,500). 

Upon  motion  of  Mr ,  the  following  preambles  and  resolu- 
tion were  unanimously  adopted: 

Whereas,    ,  of  the  City  of    ,    

,  has  addressed  to   this  Company,   a  letter   reading  as  follows: 


662      CORPOKATION  FORMS  AND  PRECEDENTS. 

To   Company : 

A  West  Virginia  Corporation: — 

If  you  will  issue  to  me  fifty  shares  of  the  par  value  of  $100  each  of 

the  fully  paid  stock  of  the    Company,   a  corporation, 

i  will  transfer  to  you  as  of ,  19.  .  .  .,  my  business  carried  on 

as  

This  offer  is  made  with  the  understanding  and  on  the  condition  that 

any  commissions  that  may  be  payable  to  me  on  sales  of 

made  prior  to   ,  19.  .  .  .,  shall  be  retained  by  me,  and  shall 

not    be    deemed    as    being    transferred    along    with    ray    said    business    of 

,  but  all  the  commissions  and  profits  on  other  unfilled  orders 

taken  by  the  undersigned,  shall  belong  to  and  be  transferred  and  assigned 
to  you. 

I  will  further  assign,  transfer  and  set  over  to  you  twenty-five  (25) 
shares  of  the  second  preferred  stock  and  twenty-five  (25)  shares  of  the 

common   stock   of   The Company,   a    

Corporation,  said  shares  of  stock  being  of  the  par  value  of  $100  each. 

I  will  also  pay  you  the  sum  of  One  Thousand  Dollars  ($1,000)  and  will 

give  to  you  an  order  on  said  The   Company,  directing 

it    to   pay   to   you   the    sum   of   Four    Thousand,   Five    Hundred    Dollars 

($4,500),  which  is  due  to  me  by  said  The    Company.     In  the 

event  that  you  accept  my  offer,  you  are  to  assume  and  paj'  the  following 
notes  made  by  me,  individually. 

A  note  for  $1,500  held  by  and   due  to  the    Coal 

Company. 

A  note  for  $4,000   due  the    National  Bank  of 


The  collateral  which  is  attached  to  such  notes  is  to  be  released  and 
returned  to  me  upon  payment  of  such  notes  by  you. 

In  the  event  of  your  acceptance  of  this  offer,  I  will  execute  such 
documents  and  instruments  as  shall  be  proper  and  be  required  by  you 
to  vest  in  you  the  property  and  rights  hereby  offered  to  be  sold  and  con- 
veyed, and  to  give  you  the  full  benefit  of  this  offer,  and  in  further 
assurance  to  you  of  the  title  to  said  property  and  rights  so  hereby 
offered  to  be  sold  to  you. 

Yours   truly. 


And  whereas,  it   appears   to   the  stockholders    of    

Company  that  the  property  and  rights  offered  by  said  letter  to  be  con- 
veyed and  transferred  to  this  Company  are  necessary  for  the  business 
of  this  Company  and  that  the  same  are  of  the  value  of  $5,000  over  and 
above  the  liabilities  in  said  letter  provided  to  be  assumed  by  the 
Company, 

Kesolved,  that  the  Board  of  Directors  of  this  Company  be  and  they 
are  hereby  authorized  and  advised  to  accept  the  offer  contained  in  said 
letter,  and  to  purchase  the  property  therein  mentioned,  and  to  issue  to 

said   in  payment  therefor  the  fifty  shares  of  stock  as 

]irovided  in  said  letter. 

On  motion  of  Mr ,  the  meeting  then  adjourned. 

Chairman. 

Secretary. 


ORGANIZATION  MEETINGS.  663 

We,  the  undersigned,  being  all  of  the  stockholders  of  , 

do  hereby  ratify,  approve  and  confirm,  all  that  has  occurred  at  the  fore- 
going meeting,  the  minutes  of  which  we  have  read,  and  in  signification  of 
such  approval,  ratification,  and  confirmation,  we  hereto  sign   our  names 

and  affix  our  seals,  this  ....  day  of ,  A.  D.  19.  . .  . 

[Seal] 

[Seal] 

[Seal] 

[Seal] 

[Seal] 

See    for    form   of    minutes    of   first    meeting   of    f.tockhuklers   of   an    Ohio 
corporation.   Form    17o,   supra. 

Form  1144. 

MINUTES  OF  MEETING  OF  INCORPORATORS. 
(DELAWARE.) 

MINUTES  OF 

MEETING  OF  INCORPORATORS 

OF 

The  first  meeting  of  the  incorporators  of was  held  on 

the    day  of   ,  A.  D., ,  at    o  'clock,    M.,  at 

....'. in  the  City  of   ,  and  State  of , 

pursuant  to  a  written  waiver  of  notice,  signed  by  all  of  the  incorporators, 
agreeing  that  said  meeting  be  held  at  the  time  and  place  aforesaid. 

The  following  incorporator   present   in  person: 

Name.  Number  of  Shares. 


The   following   incorporator    present   by  proxy: 

Name.  Name   of   Proxy.  Number   of  Shares. 


On   motion,    duly   made   and    seconded,    was    elected 

Chairman,  and    appointed  Secretary  of  the   meeting. 

The  Chairman  reported  that  the  Certificate  of  Incorporation  of  the 
corporation  had  been  filed  in  the  office  of  Secretary  of  State  of  the  State 

of  Delaware,  on  the day  of ,  A.  D., ,  at   .  . 

o  'clock,  ....  M.,  and  a  certified  copy  of  the  same  recorded  in  the  office 
of  the  Recorder  of  Deeds,  etc.,  in  and  for  New  Castle  County,  Delaware, 
on  the day  of ,  A.  D.,  19 .... ,  in  Certificate  of  In- 
corporation   Record ,   Volume    ,   Page 

,  etc. 

The  waiver  of  the  notice  of  the  meeting  was  read  by  the  secretary. 
The  proxies  above  mentioned  were  presented  and  ordered  filed. 

A  subscrijition  to  the  capital  stock  of  the  corporation  was  presented 
and  ordered  filed. 


664   CORPORATION  FORMS  AND  PRECEDENTS. 

The  Secretary  presented  and  read  the  following  transfers  of  subscrip- 
tions: 

From  To  Number  of  Shares. 


Upon  motion,  duly  made  and  seconded,  the  same  were  approved  and 
accepted.  By-laws  for  the  regulation  of  the  affairs  of  the  corporation 
were  presented,  considered  article  by  article,  and  each  article  was  on 
motion,  duly  made  and  seconded,  separately  adopted. 

Upon  motion  duly  made  and  seconded,  it  was  determined  to  proceed  to 
an  election  of  the  Board  of  Directors.  The  following  named  subscribers 
to  the  capital  stock  of  the  corporation  were  duly  elected  directors,  to- 
wit: 

Name.                                                  Number  of  Votes. 
•  »i-I-  -'i^O    0> 


Upon  motion,  duly  made  and  seconded,  it  was  resolved  that  the  Board 
of  Directors  be  and  it  is  hereby  authorized  to  issue  the  capital  stock  of 
this  corporation,  to  the  full  amount  authorized  by  the  certificate  of 
incorporation,  at  such  times  and  in  such  amounts  as  shall  be  determined 
by  the  Board,  and  to  accept  in  payment  therefor  cash,  labor  done,  per- 
sonal property,  or  real  property  or  leases  thereof,  or  such  other  property 
as  the  Board  of  Directors  may  determine  shall  be  necessary  for '  the 
business  of  this  company. 

A  proposed  agreement  between   and  this  corporation 

for  the  sale  to  this  corporation  of  certain  property  therein  described  was 
presented,  such  agreement  being  in  words  and  figures  as  follows: 

(Here  insert  copy  of  agreement.) 

The  following  resolution  was  thereupon  introduced,  and,  on  motion 
duly  made  and  seconded,  was  unanimously  adopted: 

Resolved  that  this  corporation  accept  the  offer  of to  sell  to 

it  the  property  described  in  said  proposed  agreement,  and  that  the  Board 
of  Directors  is  hereby  authorized  to  execute  said  agreement  in  the  name 
and  on  behalf  of  this  corporation,  and  to  issue  certificates  of  full  paid 

capital  stock  of  this  corporation  to  the  aggregate  amount  of 

Dollars,  as  provided  in  said  agreement,  if  such  action  is  deemed  by  the 
Board  to  be  advantageous  and  for  the  best  interests  of  the  corporation. 

Upon  motion,  duly  made  and  Seconded,  it  was  resolved  that  payment 
of  subscriptions  by  the  incorporators  to  the  capital  stock  of  the  corpora- 
tion as  evidenced  by  the  Certificate  of  Incorporation,  and  of  any  assess- 
ment levied  thereon,  be  deemed  to  be  made  by  the  property  agreed  to  be 
sold  to  the  corporation  as  set  forth  in  the  said  proposed  agreement,  it 
having  been  agreed  between  the  said  and  the  incorpo- 
rators that  the  stock  to  be  issued  to  the  said ,  and  to 

whomsoever  he  might  designate,  pursuant  to  said  agreement  should  include 
the   stock   subscribed   by   the   said   incorporators,   respectively. 

Upon  motion,  duly  made,  and  seconded,  the  meeting  adjourned. 


Secretary. 
See  for  forms  relative  to  assessments  on  stock,  Chapter  XIII,  post. 


ORGANIZATION  MEETINGS.  665 

Form  1145. 
MINUTES  OF  FIRST  MEETING  OF  STOCKHOLDERS. 

The  first  meeting  of  the  stockholilers  of  the  Com- 
pany, was  held  at  the  oGice  of  the  Company,  No ,    Street, 

in    ,  on  the   ....   <lay  of ,  19' 

Pursuant  to  the  call  of ,  all  of  the  BtockholderB  of  the 

Company  were  present  except  the  persons  represented  by  proxy  as  here- 
under specified  their  names  being  as  follows: 

Mr was   elected   Chairman   of   the   meeting  and  'Mr. 

was  elected  secretary  thereof. 

All  the  shareholders  of  the  Company  being  personally  present  or  rep- 
resented by  proxy,  the  reading  of  the  formal  notice  calling  the  meeting 
was  dispensed  with,  and  the  meeting  declared  to  have  been  regularly 
called. 

(If  all  the  stockholders  are  not  personally  present  or  represented  by 
proxy,  then  it  will  be  necessary  to  file  among  the  proceedings  of  the 
meeting,  a  good  and  sufficient  notice  of  the  meeting,  with  proof  of 
proper  service  thereof.  See  the  other  forms  of  minutes  of  first  stock- 
holders' meetings,  and  notices  and  proof  of  service  of  same.)  The 
Certificate  of  Incorporation  was  read  to  the  meeting,  together  with  proof 

of  the  recording  of  the  same  in  the  office  of ,  on  the 

day  of  ,  19 ... .    (Describe  office  where  filed  or 

recorded.) 

It  was  moved  by  Mr seconded  by  Mr , 

and  resolved  that  a  board  of   directors  be  elected  to 

manage  the  affairs  of  the  company,  until  the  next  annual  meeting  of  the 

stockholders.      Messrs ,    and    were 

jippoiuted  to  take  a  ballot  of  the  stockholders,  and  having  taken  such 
ballot,  declared  the  following  elected  to  act  as  directors  of  the  Company 
until  the  next  annual  meeting  of  the  stockholders.  (Here  set  out  the 
names    of    directors)     

On  motion,  duly  made  and  seconded,  the  meeting  adjourned  until 
o'clock, ,  19 


Secretary. 
See    for    adjourned    meetings    of    stockholders,    Cook    on    Corporations, 
§§590,  601;   Clark  &  M.,  Corp.,  §  694k. 

Form  1146. 

MINUTES    OF    FIRST    MEETING     OF    BOARD     OF 
DIRECTORS. 

The   first   meeting  of  the  board   of  directors   of  the    

Company  was  held  at  the  office  of  the  Company,  No ,  Street 

,  in  the  City  of , ,  on  the 

day  of    ,  19....,  at    ....    o'clock. 

All   the    directors   being   present,   Mr was    appointed 

Chairman  and  Mr ,  Secretary  of  the  meeting. 

On   motion   of   Mr ,   seconded  by   Mr , 

Mr was  elected  President  of  the  Company. 


666   CORPORATION  FORMS  AND  PRECEDENTS. 

On   motion  of  Mr ,  seconded  by  Mr , 

Mr was    elected    Vice-President    of    the   Company,    Mr. 

was  elected  Secretary  of  the  Company  and  Mr 

,  Treasurer  of  the  Company. 

A  draft  of  the  proposed  by-laws   of  the  Company  was   submitted  by 

Mr , and   read   a,t   the   meeting,   and   after   discussion   of 

said  proposed  by-laws,  the  same  were  on  motion  of  Mr , 

seconded  by  Mr ,  adopted  as  the  by-laws  of  the  Company, 

such  by-laws  as  passed  being  as  follows: 

{Here  insert  by-laws.) 

A  stock  certificate  book  according  to  the  form  authorized  by  the  by- 
laws and  a  corporate  Seal  were  produced,  having  been  prepared  for  the 

use  of  the  company,  and  on  motion  of  Mr ,  seconded  by 

Mr ,  the  same  were  approved  and  adopted. 

On  motion  of  Mr ,  seconded  by  Mr , 

the  Agreement,  dated    ,  between    ,  was  placed 

before  the  meeting  and  it  was  resolved  that  the  said  Agreement,  which 
has  now  been  read  at  this  meeting,  in  so  far  as  the  same  provides  for 

the   purchase   by   this   company   of    of   the properties, 

businesses,  and  undertakings  of  ....  be  and  the  same  is  hereby  adopted, 
assumed  and  taken  over  by  the  Company. 

On  motion   of   Mr ,   seconded  by  Mr , 

the  following  resolution  with  reference  to  the  acquisition  and  adoption 
by  the  company  of  the  Agreement  of  made  by  the  pro- 
moters of  the  company  and  of  the  properties,  businesses  and  undertak- 
ings of   was  adopted. 

Whereas  by  an  agreement  (here  insert  date  and  parties  to  the  agree- 
ment referred  to)  it  was  among  other  things  agreed  that  the  company 
should  be  formed  under  the  laws  of for  the  purpose  of  acquir- 
ing (describe  the  undertaTcing ) . 

And  whereas  the  vendors  named  in  the  said  Agreement  have  agreed 
to  sell  to  this  company  all  their  property,  plant,  assets,  businesses, 
undertakings  and  franchises  for  the  consideration  of  dol- 
lars to  be  paid  by  the  issue  to  them  or  their  nominees  of 

shares   of  stock   of   this   company: 

And  whereas  the  said have  duly  executed  conveyances 

of  all  the  said  properties,  plants,  assets,  businesses,  undertakings  and 
franchises  upon  consideration  of  the  allotment  and  issue  of  stock  of  this 
company  as  in  the  said  agreement  set  forth; 

And  whereas shares  of  the  stock  of  the  company  have  been 

subscribed  for  by  the  said  parties,  which  subscription  includes  the  shares 
subscribed  for  by  the  subscribers  respectively  to  the  original  Certificate 
of  Incorporation  of  this  Company,  and  they  have  requested  the  allotment 
of  the  said  shares  to  them  in  the  amounts  of  their  subscrip- 
tions thereof  as  follows:   (Here  set  out  shares  and  names.) 

Now  therefore  be  it  resolved,  that  the  acquisition  of  the  said  agreement 

of and  of  the  property,  plant,  assets,  business,  undertakings 

and  franchises  of  the  said be  and  the  same  is  hereby  api)roved, 

and  the  president  and  secretary  are  hereby  authorized  to  do  all  acts 
necessary  for  the  carrying  out  of  the  said  agreement  and  taking  over  of  the 
said  properties; 


ORGANIZATION  MEETINGS.  667 

And  that  the  issue  of  the  said   shares  of  the  stock  of  this 

company  fully  paid  up  and  non-asseHsable  is  hereby  directed  to  be  made  to 
the  persons  and  in  the  amounts  in  the  preamble  hereby  set  forth,  and  the 
si:id  shares  are  liercby  allotted  to  the  said  respective  persons  in  the 
several  amounts  mentioned. 

It  was  moved  by  Mr ,  seconded  by  Mr , 

that  the  Stock  Book  of  the  company  be  now  opened  for  subscriptions. 
The  (Stock  Book  was  then  opened  and  subscriptions  made. 

The  meeting  then  adjourned  until o'clock  on  the day  of 

,  19 

Secretary. 

(This  meeting  is  •HUj)posed  to  be  Iiclil  iiiiiiicdiately  after  the  stock- 
holders  meeting  referred   to   in    the   preceding   form.) 

See  for  adjourned  meetings,  Clark  &  M.,  Corp.,  §678;  Cook  on  Cor- 
porations, §713a:  Wills  v.  Murrnv,  4  Exch.  843  (1850);  Smith  v.  Law, 
21   N.  Y.  296. 

Form  1147. 

MINUTES     OF     ADJOURNED     MEETING     OF     STOCK- 
HOLDERS. 

Adjourned  meeting  of   the   Stockholders   of    Company 

held  at  the  office  of in  the on  the 

day  of af  .  .  .  .   o'clock,  .  .  .  .M. 

All  the  stockholders  of  the  company  being  present,  the  president  in 
the  chair,  Mr ,  secretary  of  the  Company  acting  as  sec- 
retary of  the  meeting. 

The  minutes  of  the   directors'   meeting  held  on   the    day  of 

19.  ... ,  at    o  'clock  in  the   noon  were  read 

and  approved. 

On  motion  of  Mr seconded  by  Mr ,  the  by- 
laws of  the  company  passed  by  the  directors  were  approved,  ratified  and 
confirmed. 

On  motion  of  Mr ^. ,  seconded  by  Mr ^  the  resolu- 
tion of  the-  directors  taking  over  the  agreement  therein  mentioned  was 
approved,  ratified  and  confirmed. 

On   motion   of  Mr ,   seconded  by  Mr ,   the 

r(  solution  allotting    shares  of  the  stock  of  this  company  as 

a   consideration   for   the   transfer   to   the   company  of   the  properties,   busi- 
nesses and   undertakings   of    was    approved,   ratified   and 

confirmed. 

(Note. — In  case  the  company  is  incorporated  under  a  statute  requiring 
that  where  stock  is  paid  for  in  property,  a  written  agreement  should  be 
filed  with  some  public  official  setting  forth  particulars  of  such  purchase 
and  the  consideration  therefor,  it  is  necessary  that  such  agreement 
should  be  prepared,  executed  and  filed  prior  to  the  is.iue  of  such  stock. 
In  sucli  case  the  agreement  should  be  approved  by  the  directors  and  a 
resolution  jiassed  authorizing  its  execution  by  the  officers  of  the  com- 
pany and  it  should  be  further  sanctioned  and  confirmed  by  the  share- 


668   CORPORATION  FORMS  AND  PRECEDENTS. 

holders,  and  should  then  be  executed  and  filed  before  the  stock  is  issued.) 
On  motion,  duly  made  and  seconded,  the  meeting  adjourned. 


Secretary. 
(This  meeting  is  an  adjourned  meeting  of  the  stockholders  provided 
for  in  Form   1145,  supra.) 
See  note  to  Form  1145,  supra. 

Form  1148. 
NOTICE  OF  FIRST  MEETING  OF  BOARD  OF  DIRECTORS. 

Notice  is  hereby  given  that  the  first  meeting  of  the  Board  of  Directors  of 

The   Company,  a  corporation  created  under  the  laws  of  the 

State  of ,  by  virtue  of  a  charter  issued  by  the  Secretary  of 

State  of  said  State  of bearing  date  the day  of 

A.  D.  191 .. ,  will  be  held  at  No , ' St., 

in  the  City  of ,  County  of and  State  of , 

on  the day  of A.  D.  191 .  . ,  at   o  'clock  in 

the noon,  for  the  purpose  of  electing  officers  of  said  corporation, 

and  the  transaction  of  any  other  business  which  may  be  legally  done  at 
such  meeting  of  directors. 


See  generally  as  to  who  may  call  meetings  of  directors,  Cook  on  Cor- 
porations,  §593;   Clark  &  M.,  Corp.,   §680. 

Form  1149. 

WAIVER    OF    NOTICE     OF    FIRST    MEETING    OF 

DIRECTORS. 

WAIVER  OF  NOTICE. 

We,  the  imdersigned,  being  all  of  the  Directors  named  in  the  Articles  of 

Incorporation  of  the ,  incorporated  under  the  laws  of  the  State 

of  Arizona, 

Do  hereby  waive  notice  of  the  time,  place  and  purpose  of  the  first  meet- 
ing of  Directors  of  said  corporation,  and  'do  fix  the day  of 

,  19 .  .  .  . ,  at o  'clock  in  the noon,  as  the  time,  and 

in  the  city  of  ,   ,  as  the  place  of 

said  meeting. 

And  we  do  hereby  consent  to  the  transaction  of  any  and  all  business  that 
may  come  before  said  meeting. 

Dated ,  191 


See  Form  173,  supra. 

See  as  to  waiver  of  notice  of  directors'  meeting.  Cook  on  Corporations, 
713a;   Clark  &  M.,  Corp.,   §680. 


ORGANIZATION  MEETINGS.  669 

Form  1150. 

WAIVER  OF  NOTICE  OF  FIRST  MEETING  OF 
DIRECTORS. 

We,  the  iiiKlersigned,  constituting^  all  of  the  directors  of  the 

Company,  a  corporation  created  under  the  laws  of  the  State  of , 

hereby  waive  notice  provided  by  statute  or  otherwise,  of  the  time,  place  or 

purpose  of  the  first  meeting  of  said  directors,  and  we  hereby  fix  the 

day  of  ,  19 .... ,  at   ....   M.,  as  the  time,  and   

as  the  place,  for  the  holding  of  said  meeting,  it  being  understood  that  at 
said  meeting  the  following  matters  will  be  considered  and  acted  ujion,  to- 
wit:    • 

Dtted ,  19 

(Signatures  of  all  Directors.) 

Form  1151. 

WAIVER  OF  NOTICE  OF  FIRST  MEETING  OF  BOARD  OF 

DIRECTORS. 

(ANOTHER  FORM.) 

We,  the  undersigned,  being  all   of  the  directors  of  the    

Company,  a  corporation  created  under  the  laws  of  the  State  of , 

desiring  to  hold  the  first  meeting  of  the  Board  of  Directors  of  said  cor- 
poration, do  hereby  consent  and  agree  to  hold  the  first  meeting  of  said  Board 

of  Directors,  at  Street,  in  the  City  of ,  County 

of A.  D.  19.  .  .  .,  at o'clock  in  the noon,  for 

the  purpose  of  electing  officers  of,  and  adopting  by-laws  for  said  corpora- 
tion, and  the  transaction  of  any  other  business  which  may  be  legally  done 
at  such  meeting  of  directors. 

And  we  do  further  agree  that  any  business  transacted  at  such  meeting 
shall  be  as  valid  and  legal,  and  of  the  same  force  and  effect,  as  though  said 
meeting  was  held  after  notice  given  and  published. 

Witness  our  hands  and  seals,  this   day  of A.  D. 

19.... 

[Seal] 

[Seal] 

[Seal] 

Form  1152. 

WAIVER    OF    NOTICE    OF    FIRST    MEETING    OF 

DIRECTORS. 

(ANOTHER  FORM.) 

WAIVER  OF  NOTICE 

OF 

FIRST  MEETING  OF  BOARD  OF  DIRECTORS  OF 

We,  the  undersigned,  being  all  of  the  Directors  of  The   

Company,  a  corporation  created  and  existing  under  the  laws  of  the  State  of 
,  do  hereby  severally  waive  notice  of  the  time,  place  and  pur- 


G70   CORPORATION  FORMS  AND  PRECEDENTS. 

pose  of  the  first  meeting  of  the  Board  of  Directors  of  said  corporation,  and 

agree  that  said  meeting  shall  be  held  on  the day  of , 

A.  D at o  'clock,  ....  M.,  at in 

and  State  of   ;  and  further  we  do  consent  and  agree  to  the 

transaction  of  such  business  as  the  directors  may  deem  proper,  necessary  or 
advisable  to  consider  and  pass  upon,  do  and  perform  at  said  meeting,  in- 
cluding election  of  officers,  issuance  of  the  capital  stock  of  the  corporation, 
and  purchase  and  acquisition  of  property  of  every  kind  and  nature. 
Dated ,  19 


Form  1153. 

MINUTES  OF  ORGANIZATION  MEETING  OF  DIRECTORS 
OF  ARIZONA  CORPORATION. 

The  organization  meeting  of  the  Board  of  Directors  of  the , 

a  corporation  of  the  State  of  Arizona,  was  held  in  the  city  of , 

in  the  State  of ,  at o  'clock  in  the   noon  of 

the day  of ,  A.  D.  191.  .  .  .,  pursuant  to  Waiver  of 

Notice  signed  by  all  directors  named  in  the  Articles. 

Present :  Messrs :  , 

being  a  majority   (all)   of  the  said  directors. 

On  motion   made,   seconded  and  carried,  Mr ,  was  elected 

temporary  Chairman  and  Mr was  elected  temporary  Secretary. 

The  secretary  presented  and  read  a  copy  of  the  Articles  of  Incorporatipn 
of  the  company,  which  was  certified  to  by  the  Corporation  Coriimission  of 
Arizona,  and  which  showed  the  company  to  have  been  incorporated  on  the 

day  of ,  191.  . .  .  Whereupon  it  was  moved,  seconded 

and  carrieil  that  the  said  copy  of  Articles  of  Incorporation  be  correctly 
transcribed  in  the  minute  book  of  the  company  immediately  following  the 
minutes  of  this  meeting. 

The  Chair  announced  the  election  of  officers  to  be  in  order.     Whereupon 

Mr moved  that  Mr be  elected  president,  which 

motion  was  duly  seconded  and  unanimously  carried. 

The  President  assumed  the  chair. 

On  motion  of  Mr ,  seconded  by  Mr ,  the  fol- 
lowing persons  were  elected  to  the  offices  set  opposite  their  respective  names: 

,  Vice-President, 

,  Secretary, 

,  Treasurer. 

The  secretary-elect  assumed  the  duties  of  secretary  of  the  meeting. 

On  motion  of  Mr ,  seconded  by  Mr ,  the  fol- 
lowing resolution  was  adopted: 

Resolved,  That ,  of ,  Arizona,  who  has  been  a 

resident  of  Arizona  for  three  years,  be  and  he  hereby  is  appointed  Legal  or 
Statutory  Agent  of  the  company  in  Arizona,  pursuant  §  24  of  the  Corpor- 
ation Act  of  1912,  and  that  the  President  and  Secretary  execute  in  behalf  of 
this  Company,  and  under  its  Corporate  Seal,  the  requisite  and  proper  in- 


ORGANIZATION  MEETINGS.  671 

strunierit  of  appointment  and  cause  the  same  to  be  filed  in  the  office  of  the 
(Corporation  Commission  of  Arizona. 

The  Chair  announced  the  adoption  of  By-Laws  to  be  in  order,  and  there- 
upon Mr presented  a  form  of  By-Laws  and  moved  that  the 

same  be  read  aloud  by  the  secretary,  which  motion  was  duly  secomled  and 
carried.     I'pon  the  completion  of  the  reading  of  the  said  form  of  By-Laws, 

it  was  moved  by  Mr ,  and  seconded  by  Mr , 

that  the  same  be  adopted  aa  the  By-Laws  of  the  company,  which  motion 
beinj^  put,  was  duly  carried. 

The  By-Laws  adopted  are  as  follows:    (Here  insert  by-laws.) 

Upon  motion  of  Mr ,  seconded  by  Mr ,  the. 

secretary  of  the  company  was  authorized  to  receive  subscriptions  to  the 
capital  stock  of  the  company,  whereupon  he  presented  a  form  of  stock  sub- 
scription and  the  same  was  duly  subscribed  to  by  the  directors  present,  such 
certificate  and  sul)acrit)ers  being  as  follows: 

We,  the  undersigned,  hereby  subscribe  for  the  ^number  of  shares  of  the 

capital  stock  of  the as  is  set  opposite  our  respective  names 

and  agree  to  pay  for  the  same  at  such  times  and  in  such  manner  as  the 
directors  may  designate. 

Name.  Residence.  No.  Shares. 


On  motion  made  and  seconded,  it  was  resolved  that  the  said  subscribers  to 
capital  stock  be  requested  by  the  treasurer  to  pay  in  their  subscriptions  in 
cash  at  par;  and  that  upon  the  payment  of  such  subscriptions  the  President 
and  Secretary  of  the  company  shall  issue  certificates  of  stock  in  accordance 
therewith. 

The  following  communication  was  received: 

,  191--- 

To  the  Board  of  Directors  of  the 


Gentlemen : 

hereby  offer  to  sell  and  transfer  to  the   for 

the  consideration  of  one  dollar  and dollars  of  the  capital  stock 

of  the  said  company,  consisting  of   shares,  the  following  de- 
scribed property,  owned  by   ,  viz :    

If  the  foregoing  proposition  is  accepted  by  you,   hereby 

agree  to  transfer  from  the  said  shares  of  stock  to  the  company,  or  to  such 

person  as  you  may  name,   shares,  to  be  disposed  of  as  the 

board  of  directors  may  prescribe  for  the  benefit  of  the  company. 

EespectfuUy, 


After  due  consideration,  upon  motion  of  Mr ,  seconded  by 

Mr ,  the  following  resolution  was  adopted: 

Resolved,  That  the  proposition  of  Mr ,  dated , 

submitted  to  this  board,  be  and  the  same  is  hereby  accepted,  it  being  the 
opinion  of  this  board  that  the  property  therein  mentioned  is  worth  one 
dollar,  and  the  full  par  value  of  the  shares  of  capital  stock  offered  to  be 
accepted   therefor,  and   necessary   for  the   uses  and  purposes  of  this   com- 


672      CORPORATION  FORMS  AND  PRECEDENTS. 

pany;  and  the  president  and  secretary  of  the  company  are  hereby  directed 
lo  complete   the   purchase   of   the   f^aiil    property   by   the   payment    to  said 

of  the  sum  of  one  dollar  and  the  issuance  of of 

shares,  representing dollars  of  the  capital  stock 

of  this  company,  on  delivery  to  this  company  of  a  satisfactory  deed  convey- 
ing the  said  property  to  it,  which  said  shares  shall  thereupon  and  thereby 
become  and  be  full-paid,  as  provided  by  the  Articles  of  Incorporation  of 
the  company. 

On  motion  made  and   seconded,   the  President   of  the   company  was   in- 
structed to  procure  a  book  of  suitable  stock  certificates  and  a  seal. 
Upon  motion  made  and  seconded,  the  meeting  adjourned. 

President, 

Secretary. 

Form  1154. 

MINUTES  OF  FIRST  MEETING  OF  BOARD   OF  DIREC- 
TORS  OF   THE    COMPANY,   AN 

ILLINOIS  CORPORATION. 

The  first  meeting  of  the  Board  of  Directors  of  the Company, 

was  held  at  the  office  of  the  Company  in  the of , 

State  of  Illinois,  on  the   day  of   ,  at    o  'clock 

M. 

Present :    Messrs ,    being    a 

majority  of  the  Board   of  Directors. 

On  motion   of   Mr ,   duly  seconded   by   Mr , 

Mr was  chosen  temporary  Chairman,  and  on  motion  of  Mr. 

,    duly    seconded    by    Mr ,    Mr 

was  chosen  temporary  Secretary. 

The  Secretary  read  a  waiver  of  notice  of  the  meeting,  signed  by  all 
of  the  Directors,  and  the  same  was  ordered  to  be  spread  upon  the 
minutes.     Such  waiver  read  as  follows;    (here  insert  waiver.) 

There    being    a   quorum    present,    on    motion    of    Mr the 

Board  proceeded  to  the  election  of  officers. 

The  following  persons  were  unanimously  elected  officers  of  the  Com- 
pany to  serve  until  the  next  annual  meeting  of  the  Company  and  until 
their   successors  are  elected  and  qualify: 

President :    

Vice    President :     

Secretary :     

Treasurer :     

Upon  motion  of  Mr ,  duly  seconded  by  Mr , 

it   was 

Resolved,  That  the  Treasurer  of  the  Company  give  a  bond  in  the  sum 

of    Dollars   with    two   sureties   acceptable   to   the   President, 

and  in  the  form  presented  at  this  meeting,  and  that  a  copy  of  said  bond 
be   appended  to   the   minutes  of  this  meeting. 

On   motion   of  Mr ,   duly  seconded  by   'Sir , 

the  following  by-laws,  were  unanimously  adopted :    

On  motion  of  Mr ,  duly  seconded  by  Mr , 

the  following  resolution  was  adopted: 


ORGANIZATION  MEETINGS.  673 

Kesolved,  That  an  assessment  of per  cent  be  leviea  upon  each 

and  every  share  of  the  capital  stock  subscribed  for  and  said  installments 
be,  and  the  same  are  hereby,  ordered  to  be  paid  by  each  stockholder  as 

eviderced   by    their    respective    subscriptions,    on    or   before   the    

day  of   

On   motion   of    Mr ,   duly   seconoed   by    Mr , 

the   following   resolution   was  adopted: 

Resolved,  That  the  form  of  stock  certificate  presented  at  this  meeting  be 
and  the  same  hereby  is  approved  as  to  form,  and,  that  the  stock  book  and 
transfer  book  presented  at  this  meeting  be,  and  the  same  are  hereby, 
adopted  as  the  stock  book  and  transfer  book  of  this  Company. 

Upon  motion   of  Mr ,  duly  seconded  by  Mr , 

the  following  resolution  was  adopted: 

Resolved,  That  all  moneys  of  the  Company  be  deposited  by  the  treas- 
urer  with   the    Bank   of    and    that    all   checks 

upon  said  bank   account   shall   be  signed  by  the  President   and   Secretary 
or  Treasurer  of  this  Company. 

Upon  motion,  duly  seconded,  the  following  resolution  was  adopted: 

Resolved,  That  the  seal  presented  at  this  meeting,  an  impression  of  whicn 
is  directed  to  be  made  in  the  margin  of  this  page  for  the  purpose  of 
future  identification,  be  and  the  same  is  hereby  adopted  as  the  corporate 
seal  of  this  corporation.  [Seal.] 

Upon    motion,   duly   seconded,    the   meeting   adjourned. 


Secretary. 
See  for   forms  relating  to   assessments  and  calls   upon   shares  of  stock, 
Chapter   XIII,   post. 

Form  1155. 

MINUTES  OF  FIRST  MEETING  OF  DIRECTORS. 
(ILLINOIS.) 

Immediately    following    the    adjournment    of    the    first    meeting    of    the 

Stockholders   of    the    corporation   known    as    ,    the    Board   of 

Directors  of  said  corporation,  elected  at  said  meeting,  met  at  the  office 

of    ,  in  the  City  of    ,  State  of  Illinois,  on  the 

day  of    ,  A.  D.  19 at   o'clock,   M. 

The  meeting  was  called  to  order  by  who  stated  its  object. 

On  motion   duly  made  and  carried    was  elected  Chairman, 

and   was  elected  Secretary  of  the  meeting,  each  accepting  his 

office  and  discharging  its  duties. 

The  Secretary  then  presented  and  read  a  waiver  of  notice  of  the  meet- 
ing, signed  by  all  of  the  directors,  and  the  same  was  ordered  appended 
hereto. 

The  Chairman  then  instructed  the  Secretary  to  read  the  list  of  Direc- 
tors, and  the  following  Directors  were  found  to  be  present:    

A  quorum  was  present,  and  on  motion,  the  Board  proceeded  to  the 
election  of  permanent  officers  of  the  corporation  to  serve  for  the  ensuing 
year,  and  until  their  successors  should  be  elected  and  qualified. 

Mr was  elected  to  the  office  of  President  of  the  corpo- 
ration for  the  ensuing  year,  and  was  so  duly  declared. 


674      CORPORATION  FORMS  AND  PRECEDENTS. 

Mr was  elected  to  the  office  of  Treasurer  of  the  corpo- 
ration for  the  ensuing  year,  and  was  so  duly  declared. 

Mr was  elected  to  the  office  of  Secretary  of  the  corpo- 
ration for  the  ensuing  yea"",  and  was  so  duly  declared. 

Mr was  ejected  to  the  office  of  of  the  corpo- 
ration for  the  ensuing  year,  and  was  so  duly  declared. 

On    motion    duly    made    and   carried,    the   salary    of    the    President    was 

fixed   at    $ per   annum,    and   that    of   the    was 

fixed   at   $ per   annum,   all   of   the   Directors   ])resent   at  said 

meeting,   excepting   the   President    and    ,    respectively,   voting 

for  and  in  favor  of  such  compensation. 

On  motion  duly  made  and  carried,  the  Secretary  was  directed  to  file 
the   charter,   or   certificate  of   complete   incorporation   of   said   corporation, 

in  the  office  of  the  Eecorder  of  Deeds  of   County,   Illinois, 

for  public  record,  in  accordance  with  the  statutes  in  such  case  made 
and  provided. 

On  motion  duly  made  and  carried,  the  following  resolution  was  adopted: 

Resolved:    That  the  Secretary  be  directed  to  procure  a  seal  having  the 

following   words,    shown    by    the    impression    thereof    [Seal.] 

and  the  same  is  adopted  as  the  corporate  seal  of  this  corporation.  The 
Secretary  is  hereby  directed  to  make  an  impression  with  said  seal  upon 
the  margin  of  this  page,  for  the  purpose  of  future  identification. 

On  motion  duly  made  and  carried,  the  following  resolution  was  adopted: 

Resolved:  That  the  Secretary  be  instructed  to  purchase  a  book  of  stock 
certificates,  to  be  issued  to  the  subscribers  to  the  capital  stock  of  this 
corporation. 

On  motion  duly  made  and  carried,  a  Committee  consisting  of 

was  appointed  to  prepare  a  set  of  by-laws  for  the  government  of  this  cor- 
poration, and  present  the  same  to  the  Board  of  Directors  for  consideration, 
as  soon  as  possible  so  to  do. 

On  motion  duly  made  and  carried,  the  following  resolution  was  adopted: 

Resolved:      That  the  Treasurer  be  and  he  is  hereby  directed  to  execute 

and  deliver  to  this  corporation  an  official  bond  in  the  sum  of  $ , 

with sureties,  to  be  approved  by  this  Board,  conditioned  that 

he  will  faithfully  account  for  all  moneys  and  property  that  may  come  into 
his  hands  as  Treasurer  of  this  corporation. 

On  motion  duly  made  and  carried,  the  following  resolution  was  adopted: 

Resolved :  That  the  sum  of  $ on  each  and  every  share  sub- 
scribed to  the  capital  stock  of  this  corporation  be  paid  to  the  Treasurer  by 

the   subscribers   thereof,    respectively,    on   or   before   the    day    of 

A.  D.,  19.... 

On  motion  duly  made  and  carried,  the  following  resolution  was  adopted: 

Resolved:  That  until  further  action  of  this  Board,  the  Treasurer  be  and 
he  is  hereby  directed  to  pay  out  no  moneys  on  account  of  this  corporation, 
except  upon  orders  drawn  by  the  Secretary  and  countersigned  by  the  Presi- 
dent. 

On  motion  duly  made  and  carried,  the  office  of  the  principal  place  of 

business  of  the  corporation  was  fixed  to  be  at  Number Street, 

in  the  City  of ,  County  of and  State  of  Illinois. 

On  motion  duly  made  and  carried,  the  following  resolution  was  adopted. 

Resolved :     That  the   Bank  of   ,  be  and  it  is 


ORGANIZATION  MEETINGS.  675 

hereby  designated  as  the  Bank  in  which  the  funds  of  this  corporation  shall 
be  by  its  ollicers,  employes  and  servants  deposited,  and  that  the  bank  ac- 
counts shall  be  there  kept  in  the  corporate  name,  viz:    ;   that 

the    endorsement    on    each    instrument    for    depoKit    shall    be    as    follows: 

;    that    all    checks    or 

drafts  drawn  aj^ainst  said  bank  account  shall,  in  addition  to  the  corporate 
name  of  this  corporation,  to-wit:  ,  bear  the  personal  signa- 
ture of A  copy  of  this  resolution,  duly  Signed  and  attested 

by  the  Secretary  and  under  the  seal  of  the  corporation  shall  be  filed  with 
the  Bank  on  the  opening  of  said  account. 

The  Committee  api)ointed  to  j)repare  a  set  of  by-laws  made  as  its  report 
a  form  of  by-laws,  reading  as  follows: 

(Here  insert  by-laws  so  presented.) 

These  by-laws  were  on  motion  duly  made  and  carried,  adopted  and  or- 
dered spread  upon  the  records  hereof,  and  the  Committee  was  discharged. 

On  motion  duly  made  and  carried,  the  Secretary  was  instructed  to  draw 
an  order  on  the  Treasurer  for  the  payment  of  all  bills  incurred  in  organiz- 
ing this  corporation  and  for  the  seal,  stock  certificates,  records,  etc. 

On  motion  tiuly  made  and  carried,  the  meeting  adjourned. 


Attest:  Chairman. 


Secretary. 

See  for  minutes  of  directors'  meetings.  Cook  on  Corporations,  §§518, 
714;   Clark  &   M.,  Corp.,   §683. 

See  for  forms  relating  to  calls  and  assessments  on  shares  of  stock 
Chapter   XIII,    post. 

Form  1156. 

MINUTES  OF  FIRST  DIRECTORS'  MEETING. 
(WEST  VIRGINIA.) 

The  Board  of  Directors  of Company  met  this day 

of ,  A.  D.,  19 .... ,  at  the  hour  of M.,  at 

,  in  the  City  of   ,  County  of    ,  and 

State  of  

There  were  present  at  the  said  meeting:  Messrs ,  being  all 

of  the  directors  of  the  Company. 

An  agreement  and  waiver  of  notice  of  this  meeting,  signed  by  all  of  the 
directors,  was  read,  and  the  Secretary  was  ordered  to  append  the  same  to 
the  minutes  of  this  meeting.     Such  waiver  of  notice  read  as  follows: 

We,  the  undersigned,  being  all  of  the  directors  of Com- 
pany, a  corporation  created  under  the  laws  of  the  State  of  West  Virginia, 
by  virtue  of  a  charter  issued  by  the  Secretary  of  State  of  said  State  of 

West   Virginia,   bearing   date   the    day  of    ,   A.   D., 

19.  . .  .,  desiring  to  hold  the  first  meeting  of  the  Board  of  Directors,  of  said 
corporation,  do  hereby  consent  and  agree  to  hold  the  first  meeting  of  said 

Board  of  Directors,  at  ,  in  the  City  of  ,  County 

of  ,  and  State  of  on  the day  of 

A.  D.,  19 .  . . . ,  at o  'clock  in  the noon,  for 

the  purpose  of  electing  officers  of  said  corporation,  and  the  transaction  of 


676   CORPORATION  FORMS  AND  PRECEDENTS. 

any  other  business  ■which  may  be  legally  done  at  such  meeting  of  directors. 
And  we  do  further  agree  that  any  business  transacted  at  such  meeting  shall 
be  as  valid  and  legal,  and  of  the  same  force  and  effect,  as  though  said  meet- 
ing was  held  after  notice  given  and  published. 

"Witness  our  hands  and  seals,  this   day  of   A.  D., 

19 

[Seal] 

[Seal] 

[Seal] 


Mr was  elected  temporary  chairman,  and  Mr , 

temporary  secretary  of  the  meeting. 

On  motion  of  Mr ,  the  Board  proceeded  with  the  election 

of  the  following  oflScers:  President,  Vice-President,  Secretary,  and 
Treasurer. 

Thereupon,  an  election  was  held  for  President,  and  Mr 

received    votes.      Thereupon   said    was   declared    duly 

elected  President,  and  took  the  chair. 

An  election  was  then  held  for  Vice-President,  and  Mr received 

votes,  and  was  declared  duly  elected  Vice-President. 

An  election  was  then"  held  for  Secretary,  and  Mr received 

votes,  and  was  duly  elected  Secretary. 

An  election  was  then  held  for  Treasurer,  and  Mr received 

votes,  and  was  declared  elected  Treasurer. 

On  motion  duly  made  and  seconded,  it  was 

Besolved,  That  this  Company  does  make,  constitute  and  appoint  the 
Auditor  of  the  State  of  West  Virginia,  and  his  successors  in  office,  its  true 
and  lawful  attorney  in  fact  for  it  and  in  its  name,  place,  and  stead,  and 
on  its  behalf  to  accept  service  of  process  and  notice  in  said  State  for  and  in 
behalf  of  said  Company,  and  upon  whom  service  may  be  had  of  any  process 
or  notice,  and  that  service  of  any  process  or  notice  in  said  State  on  said 
attorney  in  fact,  or  his.  acceptance  thereof  endorsed  thereon,  shall  be  equiva- 
lent for  all  purposes  to,  and  shall  be  a,nd  constitute  due  and  legal  service 
upon  said  corporation. 

Further  Resolved,  That  the  President  of  this  Company  be  and  he  hereby 
is  instructed  and  directed  to  execute  in  behalf  of  this  Company  and  in  its 
name  proper  and  sufficient  power  of  attorney  to  said  auditor  in  order  to 
appoint  him  such  attorney  in  fact  and  to  affix  the  Corporate  Seal  of  this 
Company  to  said  power  of  attorney  and  acknowledge  it  on  behalf  of  this 
Company  and  cause  the  same  to  be  filed. 

TJpon  motion  duly  made  and  seconded,  it  was. 

Resolved,  That  this  Company  accept  the  written  offer  of   , 

dated ,  19.  . .  .,  and  set  forth  in  the  minutes  of  the  Stockholders' 

meeting  of  this  Company  held  on  the day  of ,  19.  . .  ., 

to    convey    to    this    Company    the    business,    property    and    rights    of    said 

,  doing  business  as   ,  which  business,  property  and 

rights  and  the  terms  and  conditions  of  said  proposed  conveyance  are  set 
forth  in  the  draft  agreement  hereinafter  set  forth  in  these  minutes,  and  the 
Board  of  Directors,  who  have  made  a  careful  and  full  investigation  of  said 
business,  property  and  rights  and  the  value  thereof  do  hereby  adjudge  and 
declare  that  the  said  property  and  rights  so  proposed  to  be  conveyed  to 
this  Company  are  of  the  full  and  fair  value  of  $ over  and  above 


ORGANIZATION  MEETINGS.  677 

the  liabilities  and  oblij^ations  which  it  is  contemplated  that  this  Company 
shall  assume,  and  that  the  acquisition  of  said  property  and  rij^hts  and  the 
assumption  of  said  liabilities  and  obligations  are  for  the  best  interests  of 
this  Company  and  necessary  to  the  successful  prosecution  of  its  business. 

Further  Resolved,  That  the  said  draft  agreement  above  mentioned  which 
read's  as  follows: 

Agreement   made   this    day  of    ,  A.    D.    191..    by 

and  between   ,  doing  business  as   ,  of  the  City 

of    ,    County   of    ,    and    State    of    , 

party  of  the  first  part,  and  Company,  a  corporation  organ- 
ized under  the  laws  of  the  State  of  West  Virginia,  party  of  the  second 
part. 

Whereas,  the  said  party  of  the  first  part  has  for  many  years  been  doing 

business    in    said   City   of    ,    State    of    ,    as 

,  and  is  the  owner  of  the  property  and  rights  hereinafter 

described. 

And  Whereas,  the  said  party  of  the  second  part  which  is  a  corporation 
organized  and  existing  under  the  laws  of  the  State  of  West  Virginia, 
with  an  authorized  capital  stock  of  ($10,000)  Ten  Thousand  Dollars, 
divided  into  One  Hundred  (100)  Shares  of  the  par  value  of  One  Hun- 
dred Dollars  ($100)  each,  desires  to  purchase  and  acquire  said  business, 
property  and  rights. 

And  Whereas,  the  Board  of  Directors  of  the  said  party  of  the  second 
part  have  adjudged  and  declared  that  the  said  business,  property  and 
rights  are  of  the  full  and  fair  value  of  Five  Thousand  Dollars  ($5,000) 
over  and  above  the  obligations.  Liabilities  and  undertakings  of  the  said 
party  of  the  first  part,  which  are  hereinafter  assumed  by  the  said  party 
of  the  second  part,  and  that  the  acquisition  of  said  business,  property 
and  rights  is  necessary  and  proper  for  the  business  of  the  said  party  of 
the  second  part,  and  for  its  best  interest. 

Now,  Therefore,  This  Agreement  witnesseth: 

I.  That  the  said  party  of  the  first  part,  in  consideration  of  the  prom- 
ises, agreements  and  undertakings  hereinafter  made  and  provided  to  be 
performed  by  the  said  party  of  the  second  part,  has  paid  o  the  said 
party  of  the  second  part  the  sum  of  One  Thousand  Dollars  ($1000)  and 
has  sold,  assigned,  transferred  and  set  over,  and  does  hereby  sell,  assign, 
transfer  and  set  over  unto  the  said  party  of  the  second  part  the  following 
business,   property   and   rights: 

(a)  Twenty-five   (25)   shares,  evidenced  by  Certificate  No , 

of  the  preferred  stock  of  The Company,  a  cor- 
poration, and  twenty-five    (25)   shares  evidenced  by  Certificate  No 

of  the  common  stock  of  said  The Company.     Said  shares  being 

of  the  par  value  of  One  Hundred  Dollars    ($100)    each. 

(b)  The  right  of  said  party  of  the  first  part  to  a  certain  sum  of 
money  amounting  to  Four   Thousand  Five  Hundred  Dollars    ($4,500)    due 

by  said  The Company  to  the  said  party  of  the  first  part  and 

evidenced  by  an'  accepted  order  made  by  the  said  party  of  the  first  part 

in  favor  of  the  said  party  of  the  second  part  tipon  ^aid  The 

Company,  and  accepted  by  said  The   Company. 

(c)  The   right   to   use   the   name    in   and   in   connection   with 

the  corporate  name  of  the  said  party  of  the  second  part. 


678      CORPORATION  FORMS  AND  PRECEDENTS. 

(d)     The  business  of  the  said  party  of  the  first  part  so  carried  on  as 

J    and    the    good    will    thereof,    and    all    business   and    contracts 

on  hand,  and  all  commissions  and  profits  on  unfilled  orders  taken  by  the 

said   party    of    the    first    part   doing   business    as    ,    provided, 

however,  and  it  is  hereby  agreed,  that  the  said  party  of  the  first  part  in 
so  transferring  his  said  business,  and  commissions  and  profits,  does  not 
transfer  or  assign  any  commissions  that  may  be  payable  to  him  on  account 

of  sales  by  him  of   made  prior  to  December  1st,  19.  . .  .,  and 

provided  further,  and  it  is  hereby  agreed,  that  such  sale  and  conveyance 
of  the  said  business  of  said  party  of  the  first   part   shall   take  effect   as 

of  the   ,  day  of   ,  19.  . .  .,  and  shall  include  and 

pass  title  to  any  change  in  said  business  on  or  after  said  date,  it  being  the 
intention  of  the  parties  hereto  that  the  said  party  of  the  second  part  shall 
be  deemed  to  have  taken  title  to,  possession  of,  and  assumed  control  and 
charge  of,  and  succeeded  to  the  said  business  and  property  and  rights  on 

the   day  of ,  19.  . .  .,  and  that  all  profits  or  increase 

of  the  said  business  since  such  date  shall  belong  to  the  said  party  of  the 
second  part. 

II.  The  said  party  of  the  second  part  in  consideration  of  the  foregoing 
agrees  to  pay  and  does  hereby  assume  the  payment  of  the  following  notes 
made  and  executed  by  said  party  of  the  first  part :    

It  is  agreed  that  the  collateral  which  is  attached  to  such  notes  shall 
be  released  and  delivered  to  the  said  party  of  the  first  part  upon  the 
oayment  by  said  party  of  the  second  part  of  said  notes. 

III.  The  said  party  of  the  second  part,  in  consideration  of  the  fore- 
going conveyance  to  it  of  said  property,  business  and  rights  agrees  to  issue 
to  said  party  of  the  first  part,  or  to  whomsoever  he  may  direct,  as  they 
shall  respectively  direct,  certificates  of  its  capital  stock  to  the  aggregate 
amount  of  Fifty  (50)  shares,  and  said  shares  shall  be  deemed  to  be  full 
paid  and  shall  be  non-assessable. 

IV.  The  said  party  of  the  second  part  further  agrees  to  and  does  hereby, 
in  consideration  of  the  transfer  to  it  by  the  party  of  the  first  part  of  said 
business  so  carried  on  by  him  and  said  property  and  rights,  assume  all 
the  existing  contracts  of  said  business,  and  agrees  to  diligently  and  faith- 
fully carry  out  and  perform  the  same. 

V.  The  said  party  of  the  first  part  covenants  and  agrees  with  the  said 
party  of  the  second  part,  to  execute  and  do  such  further  assurances  and 
things  as  shall  be  necessary  and  proper  to  carry  out  the  spirit  and  intent 
of  this  agreement  and  vest  in  said  party  of  the  second  part  said  business, 
property  and  rights. 

In  Witness  Whereof,  the  said  party  of  the  first  part  has  hereunto  set 
his  hand  and  seal,  and  the  said  party  of  the  second  party  has  hereunto 
caused  its  corporate  name  and  corporate  seal  to  be  hereunto  affixed  and 
this  instrument  to  be  signed  by  the  signatures  of  its  officers  thereunto  duly 

authorized. 

."[Seal.] 

[CoKPORATE  Seal]  Company, 

Attest:  *  •        By  ,  its  President. 


Secretary. 
(Add  acknowledgments.) 


ORGANIZATION  MEETINGS.  679 

be  and  the  same  .is  heruljy  approved,  and  the  President  and  Secretary 
of  the  Company  are  hereljy  authorized  and  directed  to  execute  said 
agreement  on  behalf  of  the  Company  and  to  affix  the  corporate  seal  thereto, 

and  to  issue  to  said ,  or  to  whomsoever  he  may  in  writing  direct 

certificates  of  the  full  paid  capital  stock  of  this  Comjtany  to  the  aggregate 
amount  of  $5,000  as  provided  in  said  agreement. 

On  motion  of  Mr ,   it  was  unanimously 

Resolved,  That  this  Company  shall  accept  the  offer  of  The 

Company,  a  New  Jersey  corporation,  to  purchase  for  cash  at  par,  forty- 
five  (4.5)  shares  of  the  capital  stock  of  this  Company,  and  that  the  President 
and  Secretary  be  and  they  are  hereby  authorized  and  directed  to  issue  to 

said  The Company,  or  to  whomsoever  it  may  direct,  certificates  of 

the  full  paid  Capital  Stock  of  this  Company  to  the  aggregate  amount  of 
$4,500,  upon  the  payment  by  The Company  to  this  Com- 
pany of  the  sura  of  $4,500. 

Thereupon,  Mr tendered  his  resignation  as  president  and 

treasurer  and  director  of  the  Company  by  the  following  communication 
addressed  to  the  board  of  directors: 


,   19..-- 

To  the  Board  of  Directors  of   Company. 

Gentlemen: — I  hereby  tender  my  resignation  as  President  and  as  Treas- 
urer and  also  as  a  member  of  the  Board  of  Directors  of  the  Company,  and 
request  that  the  same  be  immediately  acted  upon.  At  the  time  of  tender- 
ing this  resignation,  I  have  assigned,  transferred  and  set  over  to , 

of Pa.,   all   my  right   title   and   interest   in   and   to   the   one 

(1)   Share  of  Stock  in  the Company  for  which  I  subscribed. 

(Signed)    

On  motion  of  Mr ,  it  was 

Eesolved   That   the   resignation   of   Mr as   President   and 

Treasurer  and  a  member  of  the  Board  of  Directors  of  this  Company  be 
accepted. 

Thereupon,    Mr moved   that   the   meeting   proceed   to   the 

election  of  a  director  to  fill  the  vacancy  caused  by  the  resignation  of  Mr. 

,  and  nominated  Mr to  succeed  Mr 

An   election   was  had  and   Mr received  the  unanimous  vote 

of  all  the  directors  for  director  to  fill  the  vacancy  caused  by  the  resignation 

of  ]\Ir ,  and  having  become  qualified  to  act  as  director  of  the 

Company  by  the  transfer  to  him  of  the  stock  of  the  Company  formerly 
ovned  by  Mr ,  was  declared  elected  a  director. 

Mr then  moved  that  the  Board  proceed  to  the  election 

of   a   president   and  treasurer   of   the  Company,   which   motion   was   duly 
carried. 

Mr nominated  Mr for  President  and  Treas- 
urer to  fill  the  vacancy  caused  by  the  resignation  of  Mr and 

an  election  was  then  duly  held.    Mr received  the  vote  of  all 


680      CORPORATION  FORMS  AND  PRECEDENTS. 

the  directors  present  for  President  and  Treasurer  and  was  thereupon  declared 
to  be  duly  elected. 

On  motion  the  meeting  adjourned. 


Secretary. 
For  forms  of  resignation  of  officers  and  directors,  see  Forms  1485-1489, 
post. 

Form  1157. 
RATIFICATION  OF  MINUTES  OF  DIRECTORS'  MEETING. 

We,   the   undersigned,   being  all  of   the   directora  of   the    

Company,    a    corporation,    do    hereby    ratify,    approve    and 

confirm  all  that  has  occurred  at  the  foregoing  meeting,  the  minutes  of 
which  we  have  read,  and  in  signification  of  such  approval,  ratification  and 
confirmation,  and  of  our  assent  to  any  and  all  acts  at  said  meeting,  do 

hereby  sign  our  names  and  affix  our  seals  thig day  of , 

A.  D.  19 

[Seal.] 

[Seal.] 

[Seal.] 

(This  form  may  sometimes  be  found  useful,  especially  where  important 
matters  are  transacted  at  a  directors'  meeting.) 

See  as  to  necessity  for  action  by  directors  as  a  board,  Cook  on  Corpora- 
tions,  §713a;   Clark  &  M.,  Corp.,   §677. 

Form  1158. 

RESOLUTION  ADOPTING  FORM  OF  STOCK 
CERTIFICATE. 

Eesolved,  That  the  certificate  of  stock  of  this  corporation  shall  be,  of  the 
following  form  until  changed  by  the  stockholders  or  the  Board  of  Directors, 
viz: 

(Insert  form  of  stock  certificate  adopted.) 

See  Cook  on  Corporations,   §§13,   61;    Clark  &  M.,  Corp.,   §424. 

Form  1159. 
CERTIFICATE  TO  BANK. 

I, ,  secretary  of  The  Company,  a  corpora- 
tion organized  and  existing  under  the  laws  of  the  State  of   , 

do  hereby  certify  that  at  a  duly  convened  meeting  of  the  board  of  directors 

of  said  The Company  held  on  the day  of , 

19 .  .    at   the  following  resolution  was  duly  adopted. 

"Resolved,  That  the  treasurer  of  this  Company  be,  and  he  is  hereby, 
authorized,  instructed  and  directed  to  open  and  keep  a  bank  account  with 

the  Bank in  the  name  and  for  the  use  of  this 

Company,  and  to  deposit  in  said  Bank  to  the  credit  of  this  Company  from 
time  to  time,  any  and  all  moneys  and  checks,  and  until  otherwise  ordered 
said  Bank  be  and  hereby  is  authorized  to  make  payments  from  the  funds 
of  the  Company  on  deposit  with  it  upon  and  according  to  the  check  of 
this  Company,  signed  by  its  (here  insert  the  names  of  the  officers  author- 
ized to  sign  checks),  and  the  said and are  authorized  to  sign, 

endorse,  accept,  make,  execute  and  deliver  any  and  all  checks,  notes,  drafts, 
and  bills  of  exchange  on  behalf  of  this  Company." 


ORGANIZATION  MEETINGS.  681 

I   further  certify  that  the  above  quoted  resolution   is  still   in   full  force 
and  effect  and  has  never  been  repealed. 

I   further  certify  that    ia   the   treasurer  of   this  Company, 

and    and    are  respectively  the    and 

thereof. 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  seal  and  the  seal 

of  the  said  Company  this day  of   ,  19.  . .  . 

[Seal.] 

Secretary   of   The    Company. 

[Corporate  Seal] 

Form  1160. 
BOND  OF  TREASURER  OF  CORPORATION. 

Know  All  Men  by  These  Presents,  That  We   ,  as  principal, 

and and as  sureties,  of  the 

of     in    the    County    of     and     State    of 

are  held  and  firmly  bound  unto    in  the 

sum   of    Dollars,   good   and   lawful   money   of   the   United 

States,  for  the  payment  of  which  sum  well  and  truly  to  be  made,  we  bind 
ourselves  and  our  heirs,  executors  and  administrators,  jointly,  severally 
and  firmly  by  these  presents. 

Witness  Our  Hands  and  seals,  this day  of , 

A.  D.  19.... 

The  Condition  of  This  Obligation  Is  such  that  whereas,  the  above  bounden 

was  on   the    day   of    ,   A.   D.   19...., 

duly to  the  oflSce  of  Treasurer  of   for  the 

year ending and  is  about  to  assume  the  duties 

of  said  office;  now  if  the  said shall  well  and  truly  perform  the 

duties  of  said  office  of  Treasurer  during  his  term  of  office,  and  shall  safely 
keep  and  truly  account  for  all  moneys,  goods  and  chattels  and  other  things 
coming  to  his  hands  as  such  Treasurer  during  his  term  of  office,  and  at 
the   expiration   of   his   term   of   office,   shall   pay   over   to  his  successor    in 

office,   or  to  any  other  person   duly  authorized  by  said   to 

receive  the  same,  all  moneys,  goods  and  chattels  and  other  things  received 
by  him  as  such  Treasurer,  and  not  otherwise  lawfully  paid  out,  and  shall 
deliver  to  his  successor  in  office,  or  other  person  appointed  to  receive  the 
same,  all  property,  books,  papers  and  other  things  in  his  hands  belonging 
to  said  office,  and  shall,  at  the  expiration  of  his  term  of  office,  or  oftener 

if   thereunto   requested  by  the  said    render  a  just  and  true 

account  of  his  doings  as  such  Treasurer,  then  this  obligation  to  be  void, 
otherwise  to  remain  in  full  force,  effect  and  virtue. 

[Seal] 

[Seal] 

[Seal] 

Approved  This   day  of    ,  A.  D.  19 


(This  form  can  be  readily  changed  so  as  to  be  used  as  a  bond  for  any 
corporate  officer.) 

The  treasurer  has  no  authority  by  virtue  of  his  office  to  contract  for 
the  corporation,   Cook   on  Corp.,   §717;   Clark  &   M.,  Corp.,   §703. 


682   CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1161. 
TREASURER'S  BOND— ANOTHER  FORM. 

Know  all  Men  by  these  Presents, 

That    we,    ,    of    ,    and    ,    of 

,  are  held  and  firmly  bound  unto  The    Company, 

a  corporation  organized  and  existing  under  the  laws  of   in 

the  sum  of    Dollars    ($ )   lawful  money  of  the  United 

States  of  America,  to  be  paid  to  the  said  The Company,  its 

successors  and  assigns;  to  which  payment  well  and  truly  to  be  made,  we 
bind  ourselves,  our  heirs,  executors  and  administrators,  jointly  and  severally, 
firmly  by  these  presents. 

Sealed  with  our  seals.     Dated,    ,  19.... 

The  Condition  of  the  above  obligation  is,  that 

Whereas above  named  has  been  duly  elected  and  is  about 

to  enter  ujwn  the  duties  of  his  office  as  Treasurer  of  said  The 

Company, 

Now,  Therefore,  if  he  shall  in  all  respects  fully  and  faithfully  discharge 
his  duties  as  such  Treasurer  during  the  term  for  which  he  is  now  or  may 
hereafter  be  elected  or  appointed,  then  this  obligation  is  to  be  void,  other- 
wise to  remain  in  full  force  and  virtue. 

Signed,  sealed  and  delivered  in  the  presence  of 


Form  1162. 
SECRETARY'S  OATH. 


STATE  OF 
County  of   . . 


88: 


,    of    ,   secretary   of    The    

Company,  a  corporation  organized  under  the  laws  of  the  State  of , 

being  by  me  duly  sworn,  on  oath  deposes  and  says  that  he  will  well  and 
faithfully  perform  and  discharge  his  duties  as  secretary  of  said  The  ...... 

Company  to  the  best  of  his  skill  and  ability. 


Subscribed  and  sworn  to  before  me  this day  of ,  19. , 


Notary    Public. 

See   for   duties  and   powers  of   Secretary,   Cook   on   Corporations,    §§  717- 
727;  Clark  &  M.,  Corp.,  §  704. 

Form  1163. 

GENERAL  POWER  OF  ATTORNEY  TO  ACT  AFTER 
ORGANIZATION   (MAINE). 

Know  all  Men  by  these  Presents,  That  we,  the  undersigned,  whose  resi- 
dence are  stated  opposite  our  respective  signatures,  do  hereby  jointly  and 

severally  constitute  and  appoint   ,    and    , 

of ,  in  the  County  of and  State  of  Maine,  or  either 

of  them,  our  true  and  lawful  attorney,  with  power  of  substitution  to  accept 


ORGANIZATION  MEETINGS.  683 

transfers   for   ud  aud   in  our  several   names  and  steail,   at   any  time  after 

the  filing  of  the  certificate  of  organization  of  the    , 

a  corporation  to  be  organized  under  the  laws  of  the  State  of  Maine,  and 
before  the  final  adjournment  of  the  meeting  of  associates,  of  all  or  any 
of  the  stock  of  said  Company  held  or  subscribed  for  at  organization  by 
such  associates  as  shall  have  subscribed  for  not  exceeding  two  shares  of 
its  capital  stock,  and  in  our  several  names  and  at  their  discretion  to  vote 
at  any  adjourned  meeting  of  associates  at  which  we  may  be  entitled  to  be 
represented  by  virtue  of  being  stockholders  by  transfer  as  aforesaid;  and 
for  us  and  in  our  several  names  and  stead  to  sign  our  names  to  the  con- 
firmation of  the  records  of  any  such  meeting. 

Hereby  granting  unto  our  said  ?ttorncy  full  power  and  authority  to 
act  in  our  several  names  and  stead,  concerning  the  premises,  as  fully  and 
effectually  as  we  might  severally  do  if  personally  present. 

In  Witness  Whereof,  we  have  hereunto  set  our  hands  and  seals  this 
day  of   ,  A.  D.  19.  . .  . 

Names.  Residences. 


For  other  forms  of  {)roxies,  see  Chapter  XX,  pott. 


CHAPTER  XL 
BY-LAWS. 

Form  1164. 

BY-LAWS  OF  UNITED  STATES  STEEL  CORPORATION, 
A  NEW  JERSEY  CORPORATION. 

Article  I. 
Stockholders. 
Section  1.  Annual  Meeting  of  Stockholders.  The  annual  meeting  of 
the  stockholders  of  the  Company  shall  be  held  annually  at  the  principal 
oflBce  of  the  Company  in  the  State  of  New  Jersey,  at  twelve  o'clock  noon, 
on  the  third  Monday  of  April  in  each  year,  if  not  a  legal  holiday,  and  if 
u  legal  holiday  then  on  the  next  succeeding  Monday  not  a  legal  holiday, 
for  the  purpose  of  electing  directors,  and  for  the  transaction  of  such 
other  business  as  may  be  brought  before  the  meeting;  and  the  terms 
of  office  of  the  directors  of  the  several  classes  shall  continue  until  the 
election  of  their  successors  at  such  meeting  as  provided  in  Article  2 
hereof. 

It  shall  be  the  duty  of  the  Secretary  to  cause  notice  of  each  annual 
meeting  to  be  published  once  in  each  of  the  four  calendar  weeks  next 
preceding  the  meeting  in  at  least  one  newspaper  in  each  of  the  following 
places:  Jersey  City,  N.  J.,  New  York,  N.  Y.,  Chicago,  111.,  and  Pitts- 
burg, Pa.  Nevertheless,  a  failure  to  publish  such  notice  or  any  irregularity 
in  such  notice  or  in  the  publication  thereof,  shall  not  affect  the  validity 
of  any  annual  meeting,  or  of  any  proceedings  at  any  such  meetings. 

Sec.  2.  Special  Meetings.  Special  meetings  of  the  stockholders  may 
be  held  at  tlie  principal  office  of  the  Company  in  the  State  of  New  Jer- 
sey, whenever  called  in  writing,  or  by  vote,  by  a  majority  of  the  Board 
of  Directors. 

Notice  of  each  special  meeting,  indicating  briefly  the  object  or  objects 
thereof,  shall  by  the  Secretary  be  published  once  in  each  of  the  four 
calendar  weeks  next  preceding  the  meeting,  in  at  least  one  newspaper 
in  each  of  the  following  places:  Jersey  City,  N.  J.,  New  York,  N.  Y., 
Chicago,  111.,  and  Pittsburg,  Pa.  Nevertheless,  if  all  the  stockholders 
shall  waive  notice  of  a  special  meeting  no  notice  of  such  meeting  shall 
be  required;  and  whenever  all  the  stockholders  shall  meet  in  person  or 
by  proxy,  such  meeting  shall  be  valid  for  all  purposes  without  call  or 
notice,  and  at  such  meeting  any  corporate  action  may  be  taken. 

Sec.  3.  Quorum.  At  any  meeting  of  the  stockholders  the  holders  of 
one-third  of  all  of  the  shares  of  the  capital  stock  of  the  Company,  present 
in  person  or  represented  by  proxy,  shall  constitute  a  quorum  of  the  stock- 
holders for  all  purposes,  unless  the  representation  of  a  larger  number  shall 
be  required  by  law,  and,  in  that  case,  the  representation  of  the  number 
so  required  shall  constitute  a  quorum.  , 

If  the  holders  of  the  amount  of  stock  necessary  to  constitute  a  ciuorum 

684 


BY-LAWS.  685 

shall  fail  to  attend  in  person  or  by  proxy  at  the  time  and  place  fixed 
by  these  by-laws  for  an  annual  meeting,  or  fixed  by  notice  as  above  pro- 
vided for  a  special  meeting  called  by  the  directors,  a  majority  in  interest 
of  the  stockholders  present  in  person  or  by  proxy  may  adjourn,  from 
time  to  time,  without  notice  other  than  by  announcement  at  the  meet- 
ing, until  holders  of  the  amount  of  stock  requisite  to  constitute  a  quorum 
shall  attend.  At  any  such  adjourned  meeting  at  which  a  quorum  shall  be 
present,  any  business  may  be  transacted  which  might  have  been  transacted 
at  the  meeting  as  originally  notified. 

Sec.  4.  Organization.  The  Chainuan  of  the  Board,  and  in  his  ab- 
sence, the  Chairman  of  the  Finance  Committee,  and  in  the  absence  of 
both,  the  President,  shall  call  meetings  of  the  stockholders  to  order,  and 
shall  act  as  Chairman  of  such  meetings.  The  Board  of  Directors  may 
appoint  any  stockholder  to  act  as  Chairman  of  any  meeting  in  the  absence 
of  the  Chairman  of  the  Board  and  of  the  Chairman  of  the  Finance  Com- 
mittee and  of  the  President.  The  Secretary  of  the  company  shall  act  as 
Secretary  at  all  meetings  of  the  stockholders;  but  in  the  absence  of  the 
Secretary  at  any  meeting  of  the  stockholders  the  presiding  officer  may  ap- 
point any  person  to  act  as  Secretary  of  the  meeting. 

Sec.  5.  Voting.  At  each  meeting  of  the  stockholders,  every  stockholder 
shall  be  entitled  to  vote  in  person  or  by  proxy  appointed  by  instrument 
in  writing,  subscribed  by  such  stockholder  or  by  his  duly  authorized  attor- 
ney, and  delivered  to  the  inspectors  at  the  meeting;  and  he  shall  have 
one  vote  for  each  share  of  stock  standing  registered  in  his  name  at  the 
time  of  the  closing  of  the  transfer  books  for  said  meeting.  The  votes  for 
directors,  and,  upon  demand  of  any  stockholder,  the  votes  upon  any  ques- 
tion before  the  meeting,  shall  be  by  ballot. 

At  each  meeting  of  the  stockholders,  a  full,  true,  and  complete  list, 
in  alphabetical  order,  of  all  the  stockholders  entitled  to  vote  at  such 
meeting,  and  indicating  the  number  of  shares  held  by  each,  certified  by 
the  Secretary  or  by  the  Treasurer,  shall  be  furnished.  Only  the  persons 
in  whose  names  shares  of  stock  stand  on  the  books  of  the  Company  at 
the  time  of  the  closing  of  the  transfer  books  for  such  meeting,  as  evi- 
denced by  the  list  of  stockholders  so  furnished,  shall  be  entitled  to  vote 
in  person  or  by  proxy  on  the  shares  so  standing  in  their  names. 

Prior  to  any  meeting,  but  subsequent  to  the  time  of  closing  the  trans- 
fer books  for  such  meeting,  any  proxy  may  submit  his  powers  of  attor- 
ney to  the  secretary,  or  to  the  treasurer,  for  examination.  The  certificate 
of  the  Secretary,  or  of  the  Treasurer,  as  to  the  regularity  of  such  powers  of 
attorney,  and  as  to  the  number  of  shares  held  by  the  persons  who  severally 
and  respectively  executed  such  powers  of  attorney,  shall  he  received  as 
prima  facie  evidence  of  the  number  of  shares  represented  by  the  holder 
of  such  powers  of  attorney  for  the  purpose  of  establishing  the  presence 
of  a  quorum  at  such  meeting  and  of  organizing  the  same,  and  for  all  other 
purposes. 

Sec.  6.  Inspectors.  At  each  meeting  of  the  stockholders,  the  polls 
shall  be  opened  and  closed,  the  proxies  and  ballots  shall  be  received  and 
be  taken  in  charge,  and  all  questions  touching  the  qualification  of  voters 
and  the  validity  of  proxies  and  the  acceptance  or  rejection  of  votes,  shall 
be  decided  by  three  inspectors.  Such  inspectors  shall  be  appointed  by  the 
Board  of  Directors  before  or  at  the  meeting,  or,  if  no  such  appointment 


686      CORPORATION  FORMS  AND  PRECEDENTS. 

shall  have  been  made,  then  by  the  presiding  officer  at  the  meeting.  If 
for  any  reason  any  of  the  inspectors  previously  appointed  shall  fail  to 
attend  or  refuse  or  be  unable  to  serve,  inspectors  in  place  of  any  so 
failing  to  attend  or  refusing  or  unable  to  attend,  shall  be  appointed  in 
like  manner.  , 

Article    2. 

Board  of  Directors, 

Section  1.  Number,  Classification,  and  Term  of  Office.  The  business 
and  the  property  of  the  Company  shall  be  managed  and  controlled  by 
the  Board  of  Directors. 

As  provided  in  the  certificate  of  incorporation,  the  directors  shall  be 
classified  in  respect  of  the  time  for  which  they  shall  severally  hold 
office,  by  dividing  them  into  three  classes,  each  class  consisting  of  one- 
third  of  the  whole  number  of  the  Board  of  Directors.  The  directors  of 
the  first  class  shall  be  elected  for  a  term  of  one  year;  the  directors  of 
the  second  class  shall  be  elected  for  a  term  of  two  years,  and  the  di- 
rectors of  the  third  class  shall  be  elected  for  a  term  of  three  years. 
At  eacfi  annual  election,  the  successors  to  the  directors  of  the  class 
whose  term  shall  expire  in  that  year,  shall  be  elected  to  hold  office  for 
the  term  of  three  years,  so  that  the  term  of  office  of  one  class  of 
directors  shall  expire  in  each  year. 

The  number  of  directors  shall  be  twenty-four;  but  the  number  of 
directors  may  be  altered  from  time  to  time  by  the  alteration  of  these 
by-laws. 

In  case  of  any  increase  of  the  number  of  directors,  the  additional 
directors  shall  be  elected  by  the  directors  then  in  office;  one-third  of 
such  additional  directors  for  the  unexpired  portion  of  the  term  of  one 
year;  one-third  for  the  unexpired  portion  of  the  term  of  two  years,  and 
one-third  for  the  unexpired  portion  of  the  term  of  three  years,  so  that 
each  class  of  directors  shall  be  increased  equally. 

Every  director  shall  be  a  holder  of  at  least  one  share  of  the  capital 
stock  of  the  Company.  Each  director  shall  serve  for  the  term  for 
which  he  shall  have  been  elected,  and  until  his  successor  shall  have 
been  duly  chosen. 

At  all  elections  of  the  directors  the  polls  shall  remain  open  for  at 
least  one  hour,  unless  every  registered  owner  of  shares  has  sooner 
voted  in  person  or  by  proxy,  or  in  writing  has  waived  the  statutory 
provision. 

Sec.  2.  Vacancies.  In  case  of  any  vacancy  in  the  directors  of  any 
class  through  death,  resignation,  disqualification  or  other  cause,  the 
remaining  directors,  by  affirmative  vote  of  a  majority  thereof,  may 
elect  a  successor  to  hold  office  for  the  unexpired  portion  of 'the  term 
of  the  director  whose  place  shall  be  vacant,  and  until  the  election  of  his 
successor. 

Such  vacancy  shall  be  filled  upon  and  after  nominations  therefor 
siiall  have  been  made  by  the  Finance  Committee. 

Sec.  3.  Place  of  Meeting,  etc.  The  directors  may  hold  their  meet- 
ings, and  may  have  an  office  and  keep  the  books  of  the  Company  (ex- 
cept as  otherwise  may  be  provided  for  by  law)  in  such  place  or  places 


I 


BY-LAWS.  687 

in  the  State  of  New  Jersey  or  outside  of  the  State  of  New  Jersey, 
as  the  Board  from  time  to  time  may  determine. 

Sec.  4.  Regular  Meetings.  Regular  meetings  of  the  Board  of  Direct- 
ors shall  be  held  monthly  on  the  last  Tuesday  of  each  month,  if  not  a 
Ipgal  holiday,  and  if  a  legal  holiday,  then  on  the  next  succeeding 
Tuesday  not  a  legal  holiday.  No  notice  shall  be  required  for  any  such 
regular  monthly  meeting  of  the  Boar<l. 

Sec.  5.  Special  Meetings.  Special  meetings  of  the  Board  of  Directors 
shall  be  held  whenever  called  by  direction  of  the  chairman  of  the  Board, 
or  the  chairman  of  the  Finance  Committee,  or  the  President,  or  of  one- 
third  of  the  directors  for  the  time  being  in  office. 

The  Secretary  shall  give  notice  of  each  special  meeting  by  mailing 
the  same  at  least  two  days  before  the  meeting,  or  by  telegraphing  the 
same  at  least  one  day  before  the  meeting,  to  each  director;  but  such 
notice  may  be  waived  by  any  director.  Unless  otherwise  indicated  in 
the  notice  thereof,  any  and  all  business  may  be  transacted  at  a  special 
meeting.  At  any  meeting  at  which  every  director  shall  be  present,  even 
though  without  any  notice,   any  business  may  be  transacted. 

Sec.  6.  Quorum.  '  Ten  directors  shall  constitute  a  quorum  for  the 
transaction  of  busine.ss;  but  if  at  any  meeting  of  the  Board  there  be 
less  than  a  quorum  present,  a  majority  of.  those  present  may  adjourn 
the  meeting  from  time   to  time. 

The  affirmative  vote  of  at  least  one-third  of  all  the  directors  for  the 
time  being  in  office  shall  be  necessary  for  the  passage  of  any  resolution. 

Sec.  8.  Order  of  Business.  At  meetings  of  the  Board  of  Directors, 
business  shall  be  transacted  in  such  order  as,  from  time  to  time,  the 
Board  may  determine  by  resolution. 

At  all  meetings  of  the  Board  of  Directors,  the  chairman  of  the 
Board,  or  in  his  absence  the  chairman  of  the  Finance  Committee,  or, 
in  the  absence  of  both  of  these  officers,  the  president,  shall  preside. 

Sec.  9.  Contracts.  Inasmuch  as  the  directors  of  this  Company  are 
nicn  of  large  and  diversified  business  interests,  and  are  likely  to  be 
connected  Avith  other  corporations  with  which  from  time  to  time  this 
Company  must  have  business  dealings,  no  contract  or  other  transaction 
between  this  Company  and  any  other  corporation  shall  be  affected  by 
the  fact  that  directors  of  this  Company  are  interested  in,  or  are  directors 
or  officers  of,  such  other  corporations,  if,  at  the  meeting  of  the  Board, 
or  of  the  Committee  of  this  Company,  making,  authorizing,  or  confirm- 
ing such  contract  or  transaction,  there  shall  be  present  a  quorum  of 
directors  not  so  interested ;  and  any  director  individually  may  be  a  party 
to,  or  may  be  interested  in,  any  contract  or  transaction  of  this  Com- 
pany, provided  that  such  contract  or  transaction  shall  be  approved  or 
be  ratified  by  the  affirmative  vote  of  at  least  ten  directors  not  so 
interested. 

The  Board  of  Directors  in  its  discretion  may  submit  any  contract 
or  act  for  approval  or  ratification  at  any  annual  meeting  of  the  stock- 
holders, or  at  any  meeting  of  the  stockholders  called  for  the  purpose 
of  considering  any  such  act  or  contract;  and  any  contract  or  act  that 
shall  be  approved  or  be  ratified  by  the  A'ote  of  the  holders  of  a  majority 
of  the  capital  stock  of  the  Company  which  is  represented  in  person 
or  by  proxy  at  such  meeting  (provided  that  a  lawful  quorum  of  stock- 


688      CORPORATION  FORMS  AND  PRECEDENTS. 

holders  be  there  represented  in  person  or  by  proxy)  shall  bo  as  valid 
and  as  binding  upon  the  corporation  and  upon  all  the  stocltholders  as 
though  it  had  been  approved  or  ratified  by  every  stockholder  of  the 
corporation.  (See  Berger  v.  United  States  Steel  Corp.,  63  N.  J.  Eq,  009, 
53  Atl.  68,  considering  such  provision.) 

Sec.  10.  Compensation  of  Directors.  For  his  attendance  at  any  meet- 
ing of  the  Board  of  Directors,  or  of  any  committee,  every  director  shall 
receive  an  allowance  of  Twenty  dollars  for  attendance  at  each  meeting. 

Sec.  11.  Election  of  OflBcers  and  Committees.  At  the  first  regular 
n-ieeting  of  the  Board  of  Directors  in  each  year  (at  which  a  quorum 
shall  be  present)  held  next  after  the  annual  meeting,  the  Board  of 
Directors  shall  proceed  to  the  election  of  the  executive  officers  of  the 
Company,  and  of  the  Finance  Committee  to  be  elected  by  the  Board 
cf  Directors  under  the  provisions  of  Article  3,  and  Article  4  of  the.. 
By-Laws. 

Article  3. 

Finance  Committee. 

Section  1.  The  Board  of  Directors  shall  elect  from  the  directors  a 
Finance  Committee,  and  shall  designate  for  such  committee  a  chair- 
man, who  shall  continue  to  be  chairman  of  the  Committee  during  the 
pleasure  of  the  Board  of  Directors. 

The  Board  of  Directors  shall  fill  vacancies  in  the  Finance  Committee 
by  election  from  the  directors  and  at  all  times  it  shall  be  the  duty  of 
the  Board  of  Directors  to  keep  the  membership  of  such  committee  full, 
with  due  regard  to  the  qualifications  for  such  membership  indicated  in 
this  Article  of  the  By-Laws. 

All  action  of  the  Finance  Committee  shall  be  reported  to  the  Board 
of  Directors  at  its  meeting  next  succeeding  such  action,  and  shall  be 
subject  to  revision  or  alteration  by  the  Board  of  Directors;  provided 
that  no  rights  or  acts  of  third  parties  shall  be  affected  by  any  such 
revision  or  alteration. 

The  Finance  Committee  shall  fix  its  own  rules  of  proceeding,  and 
shall  meet  where  and  as  provided  by  such  rules,  or  by  resolution  of 
the  Board  of  Directors,  but  in  every  case  the  presence  of  at  least  four 
members  shall  be  necessary  to  constitute  a  quorum. 

In  every  case  the  affirmative  vote  of  a  majority  of  all  the  members 
of  the  Committee  present  at  the  meeting  shall  be  necessary  to  its 
adoption  of  any  resolution. 

Sec.  2.  The  Finance  Committee  shall  consist  of  seven  members,  be- 
sides the  Chairman  of  the  Board  and  the  President,  each  of  whom,  by 
virtue  of  his  office,  shall  be  a  member  of  the  Finance  Committee.  So 
far  as  practicable  each  of  the  seven  elected  members  of  the  Finance 
Committee  shall  be  a  person  of  experience  in  matters  of  finance.  Unless 
otherwise  ordered  by  the  Board  of  Directors,  each  elected  member  of 
the  Finance  Committee  shall  continue  to  be  a  member  thereof  until  the 
expiration  of  his  term  of  office  as  a  director. 

The  Finance  Committee  shall  have  special  charge  and  control  of  all 
financial  affairs  of  the  Company.  The  General  Counsel,  the  Treasurer, 
the  Comptroller,  and  the  Secretary,  and  their  respective  offices,  shall 
be  under  the  direct  control  and  supervision  of  the  Finance  Committee. 


BY-LAWS.  689 

During  the  intervals  between  the  meetings  of  the  Board  of  Directors, 
the  Finance  Committee  shall  possess,  and  may  exercise,  all  the  powers 
of  the  Board  of  Directors  in  the  management  of  all  the  afifairs  of  the 
Company,  including  its  purchases  of  property,  and  the  execution  of  legal 
instruments  with  or  without  the  corporate  seal,  in  such  manner  as  said 
committee  shall  deem  to  bo  best  for  the  interests  of  the  company,  in  all 
cases  in  which  specific  directions  shall  not  have  been  given  by  the  Board 
of  Directors. 

During  the  intervals  between  the  meetings  of  the  Finance  Committee 
and  subject  to  its  review,  the  chairman  of  the  Board  and  the  chairman 
of  the  Finance  Committee  together,  shall  possess  and  may  exercise  any 
of  the  powers  of  the  Committee,  except  as  from  time  to  time  shall 
be  otherwise  provided  by  resolution  of  the  Board  of  Directors. 

Except  as  otherwise  provided  by  the  By-Laws,  or  by  resolution  of 
the  Board  of  Directors,  all  salaries  and  compensations  paid  or  jiayable 
bj   the  Company  shall  be  fixed  by  the  Finance  Committee. 

No  director  not  an  executive  officer  shall  become  a  salaried  employee 
of  the  Company  except  by  special  vote  of  the  Finance  Committee. 

Article  4. 

Advisory   Committee. 

The  Board  of  Directors  shall  elect  from  the  directors  an  Advisory 
Committee.  The  committee  shall  consist  of  three  members,  besides  the 
president  of  the  corporation,  who  by  virtue  of  his  office  shall  be  a 
member  and  chairman  of  the  committee.  This  committee,  from  time  to 
time,  shall  consider  and  make  recommendation  concerning  such  questions 
relating  to  manufacturing  transportation,  or  operation  as  may  be  sub- 
mitted to  the  committee  by  the  president. 

Article  5. 
Officers. 

Section  1.  Officers.  The  executive  officers  of  the  Company  shall  be 
a  chairman  of  the  Board  of  Directors,  a  president,  a  vice-president,  or 
more  than  one  vice-president,  a  general  counsel,  a  treasurer,  a  secretary, 
and  a  comptroller,  all  of  whom  shall  be  elected  by  the  Board  of  Directors. 

The  Board  of  Directors  may  appoint  such  other  officers  as  they  shall 
deem  necessary,  who  shall  have  such  authority  and  shall  perform  such 
duties  as  from  time  to  time  may  be  prescribed  by  the  Board  of  Directors. 
One  person  may  hold  more  than  one  office. 

In  its  discretion,  the  Board  of  Directors  by  the  vote  of  a  majority 
thereof  may  leave  unfilled  for  any  such  period  as  it  may  fix  by  resolu- 
tion, any  office  except  those  of  president,  treasurer,  secretary,  and 
comptroller. 

Sec.  2.  All  officers  and  agents  shall  be  subject  to  removal  at  any  time 
by  the  affirmative  vote  of  a  majority  of  the  whole  Board  of  Directors. 
All  officers,  agents,  and  employees,  other  than  officers  appointed  by  the 
Board  of  Directors,  shall  hold  office  at  the  discretion  of  the  Committee  or 
of  the  officer  appointing  them. 

Each  of  the  salaried  officers  of  the  corporation  shall  devote  his 
entire  time,  skill,  and  energy  to  the  business  of  the  corporation,  unless 


690   CORPORATION  FORMS  AND  PRECEDENTS. 

the  contrary  is  expressly  consented  to  by  the  Board  of  Directors  or  the 
Finance  Committee.  No  vacations  shall  be  taken  by  any  of  such  officers, 
except  by  consent  of  the  Board  of  Directors  or  the  Finance  Committee. 

The  Finance  Committee  shall  have  power  to  remove  all  officers,  agents, 
and  employees  of  the  Company,  except  officers  elected  or  appointed  by  the 
Board  of  Directors. 

Sec,  3.  Powers  and  Duties  of  the  Chairman  of  the  Board.  The  chair- 
man of  the  Board  of  Directors  shall  preside  at  all  meetings  of  the  stock- 
holders and  of  the  Board  of  Directors;  and  by  virtue  of  his  office  shall 
be  a  member  of  the  Finance  Committee.  He  shall  have  supervision  of 
such  matters  as  may  be  designated  to  him  by  the  Board  of  Directors  or 
the  Finance  Committee. 

Sec.  4.  Powers  and  Duties  of  the  President.  In  the  absence  of  the 
chairman  of  the  Board  and  the  chairman  of  the  Finance  Committee, 
the  president  shall  preside  at  all  meetings  of  the  stockholders  and  of 
the  Board  of  Directors.  By  virtue  of  his  office  he  shall  be  a  member 
of  the  Finance  Committee.  Subject  to-  the  Board  of  Directors  and  the 
Finance  Committee,  he  shall  have  general  charge  of  the  business  of  the 
corporation  relating  to  manufacturing,  mining,  and  transportation  and 
general  operation.  He  shall  keep  the  Board  of  Directors  and  the  Finance 
Committee  fully  inforrned,  and  shall  freely  consult  them  concerning  the 
business  of  the  corporation  in  his  charge.  He  may  sign  and  execute  all 
authorized  bonds,  contracts,  checks,  or  other  obligations  in  the  name 
of  the  corporation,  and  with  the  treasurer  or  an  assistant  treasurer  may 
sign  all  certificates  of  the  shares  in  the  capital  stock  of  the  corporation.  He 
shall  do  and  perform  such  other  duties  as  from  time  to  time  may  be  as- 
signed to  him  by  the  Board  of  Directors. 

Sec.  5.  Vice  Presidents.  The  Board  of  Directors  may  appoint  a  vice 
president  or  more  than  one  vice  president.  Each  vice  president  shall  have 
such  powers,  and  shall  perform  such  duties,  as  may  be  assigned  to  him  by 
the  Board  of  Directors.  • 

Sec.  6.  The  General  Counsel.  The  General  Counsel  shall  be  the  chief 
consulting  officer  of  the  Company  in  all  legal  matters,  and,  subject  to  the 
Board  of  Directors  and  the  Finance  Committee,  shall  have  general  control 
of  all  matters  of  legal  import  concerning  the  Company. 

See.  7.  Powers  and  Duties  of  Treasurer.  The  Treasurer  shall  have 
custody  of  all  the  funds  and  securities  of  the  Company  which  may  have 
come  into  his  hands;  when  necessary  or  proper  he  shall  endorse  on  be- 
half of  the  Company,  for  collection,  checks,  notes,  and  other  obligations, 
and  shall  deposit  the  same  to  the  credit  of  the  Company  in  such  bank 
or  banks  or  depositary  as  the  Board  of  Directors  or  the  Finance  Commit- 
tee may  designate;  he  shall  sign  all  rfeceipts  and  vouchers  for  payments 
made  to  the  Company;  jointly  with  such  other  officer  as  may  be  designated 
by  the  Finance  Committee,  he  shall  sign  all  checks,  made  by  the  Com- 
pany, and  shall  pay  out  and  dispose  of  the  same  under  the  direction  of  the 
Board  or  of  the  Finance  Committee;  he  shall  sign  with  the  President, 
or  such  other  person  or  persons  as  may  be  designated  for  the  purpose  by 
the  Board  of  Directors  or  the  Finance  Committee,  all  bills  of  exchange  and 
promissory  notes  of  the  Company;  he  may  sign,  with  the  president  or  a 
vice  president,  all  certificates  of  shares  in  the  capital  stock;  whenever 
required  by  the  Board  of  Directors  or  by  the  Finance  Committee,  he  shall 


BY-LAWS.  691 

render  a  statement  of  his  cash  account;  lie  shall  enter  regularly,  in  books 
of  the  Company  to  be  kept  by  him  for  the  purpose,  full  and  accurate 
account  of  all  moneys  received  and  paid  by  him  on  account  of  the  Com- 
pany; he  shall,  at  all  reasonable  times,  exhibit  his  books  and  accounts 
to  any  director  of  the  Company  u[)on  application  at  the  office  of  the 
Company  during  business  hours;  and  he  shall  perform  all  acts  incident 
to  the  position  of  treasurer,  subject  to  the  control  of  the  Board  of  Directors 
or  of  the  Finance  Committee. 

He  shall  give  a  bond  for  the  faithful  discharge  of  his  duties  in 
such  sum  as  the  Board  of  Directors  or  the  Finance  Committee  may  re- 
quire. 

Sec.  8.  Assistant  Treasurers.  The  Board  of  Directors  or  the  Finance 
Committee  may  appoint  an  assistant  treasurer  or  more  than  one  assistant 
treasurer.  Each  assistant  treasurer  shall  have  such  pow^ers  and  shall  per- 
form such  duties  as  may  be  assigned  to  him  by  the  Board  of  Directors, 
or  by  the  Finance  Committee. 

Sec.  9.  Powers  and  Duties  of  Secretary.  The  Secretary  shall  keep  the 
minutes  of  all  meetings  of  the  Board  of  Directors,  and  the  minutes  of  all 
meetings  of  the  stockholders,  and  also  (unless  otherwise  directed  by  the 
Finance  Committee)  the  minutes  of  all  committees,  in  books  provided  for 
that  purpose;  he  shall  attend  to  the  giving  and  serving  of  all  notices  of 
the  Company;  he  may  sign  with  the  president,  in  the  name  of  the  Com- 
pany all  contracts  authorized  by  the  Board  of  Directors  or  by  the  Finance 
Committee,  and,  when  so  ordered  by  the  Board  of  Directors  or  the  Finance 
Committee,  he  shall  affix  the  seal  of  the  Company  thereto,  he  shall  have 
charge  of  the  certificate  books,  transfer  books,  and  stock  ledgers,  and  such 
other  books  and  papers  as  the  Board  of  Directors  or  the  Finance  Com- 
mittee may  direct,  all  of  which  shall,  at  all  reasonable  times,  be  open 
to  the  examination  of  any  director,  upon  application  at  the  office  of 
the  Company  during  business  hours;  and  he  shall  in  general  perform  all  the 
duties  incident  to  the  office  of  secretary,  subject  to  the  control  of  the 
Board  of  Directors  and  of  the  Finance  Committee,  "the  offices  of  secre- 
tary and  of  treasurer  may  be  held  by  one  and  the  same  person. 

See.  10.  Assistant  Secretaries.  The  Board  of  Directors  or  the  Finance 
Committee  may  appoint  one  assistant  secretary  or  more  than  one  assistant 
secretary.  Each  assistant  secretary  shall  have  such  powers  and  shall  per- 
form such  duties  as  may  be  assigned  to  him  by  the  Board  of  Directors  or 
by  the  Finance  Committee. 

Sec.  11.  Comptroller.  The  Comptroller  shall  be  the  principal  officer 
in  charge  of  the  accounts  of  the  Company,  and  shall  perform  such  duties 
as  from  time  to  time  may  be  assigned  to  him  by  the  Board  of  Directors 
or  the  Finance  Committee. 

Sec.  12.  Voting  upon  Stocks.  Unless  otherwise  ordered  by  the  Board 
of  Directors  or  by  the  Finance  Committee,  the  chairman  of  the  Board 
or  the  chairman  of  the  Finance  Committee  shall  have  full  power  and 
authority  in  behalf  of  the  Company  to  attend  and  to  act  and  to  vote 
at  any  meetings  of  stockholders  of  any  corporation  in  which  the  Company 
may  hold  stock,  and  at  any  such  meeting  shall  possess  and  may  exercise 
nny  and  all  the  rights  and  powers  incident  to  the  ownership  of  such  stock, 
and  which,  as  the  owner  thereof,  the  Company  might  have  possessed  and 
exercised  if  present.     The  Board  of  Directors  or  the  Finance  Committee, 


692   CORPORATION  FORMS  AND  PRECEDENTS. 

by  resolution,  from  time  to  time,  may  confer  like  powers  upon  any  other 
person  or  persons. 

Article  6. 

Capital  Stock.— Seal. 

Section  1.  Certificates  of  Shares.  The  certificates  for  shares  of  the 
capital  stock  of  the  Company  shall  be  in  such  form,  not  inconsistent  with 
the  certificate  of  incorporation,  as  shall  be  prepared  or  be  approved  by 
the  Board  of  Directors.  The  certificates  shall  be  signed  by  the  president 
or  a  vice  president,  and  also  by  the  treasurer  or  an  assistant  treasurer. 

All  certificates  shall  be  consecutively  numbered.  The  name  of  the 
person  owning  the  shares  represented  thereby,  with  the  number  of  such 
shares  and  the  date  of  issue  shall  be  entered  on  the  Company's  books. 

No  certificate  shall  be  valid  unless  it  is  signed  by  the  president  or 
a  vice  president,  and  by  the  treasurer  or  an  assistant  treasurer. 

All  certificates  surrendered  to  the  Company  shall  be  cancelled,  and  no 
new  certificate  shall  be  issued  until  the  former  certificate  for  the  same 
number  of  shares  of  the  same  class  shall  have  been  surrendered  and  can- 
celled. 

Sec.  2.  Transfer  of  Shares.  Shares  in  the  capital  stock  of  the  Com- 
pany shall  be  transferred  only  on  the  books  of  the  Company  by  the  holder 
thereof  in  person,  or  by  his  attorney,  upon  surrender  and  cancellation  of 
certificates  for  a  like  number  of  shares' 

Sec.  3.  Eegulations.  The  Board  of  Directors,  and  the  Finance  Com- 
mittee also,  shall  have  power  and  authority  to  make  all  such  rules  and 
regulations  as  respectively  they  may  deem  expedient  concerning  the  issue, 
transfer,  and  registration  of  certificates  for  shares  of  the  Capital  stock  of 
the  Company. 

The  Board  of  Directors  or  the  Finance  Committee  may  appoint  a 
transfer  agent  and  a  registrar  of  transfers,  and  may  require  all  stock 
certificates  to  bear  the  signature  of  such  transfer  agent  and  of  such  regis- 
trar  of  transfers. 

Sec.  4.  Closing  of  Transfer  Books.  The  stock  transfer  books  shall  be 
closed  for  the  meetings  of  the  stockholders,  and  for  the  payment  of  divi- 
dends, during  such  periods  as  from  time  to  time  may  be  fixed  by  the 
Board  of  Directors  or  by  the  Finance  Committee,  and  during  such  periods 
no  stock  shall  be  transferable. 

Sec.  5.  Dividends.  The  Board  of  Directors  may  declare  dividends  from 
the  surplus  or  from  the  net  profits  of  the  Company. 

The  dates  for  the  declaration  of  dividends  upon  the  preferred  stock 
and  upon  the  common  stock  of  the  Company  shall  be  the  days  by  these 
By-Laws  fixed  for  the  regular  monthly  meetings  of  the  Board  of  Directors 
in  the  months  of  April,  July,  October  and  January  in  each  year,  on  which 
days  the  Board  of  Directors  in  its  discretion  shall  declare  what,  if  any, 
dividends  shall  be  declared  upon  the  preferred  stock  and  the  common 
stock,  or  either  of  such  stocks. 

The  dividends  upon  the  preferred  stock,  if  declared,  severally  and  re- 
spectively shall  be  payable  quarterly  upon  the  thirtieth  day  of  May,  of 
.A.ugust,  of  Xovember,  and  the  last  day  of  February  in  each  year. 

The  dividends   upon   the   common   stock,   if   declared,   severally   and   re- 


BY-LAWS.  693 

spectively  shall  be  fjayahle  quarterly  on  the  thirtieth  day  of  June,  of 
September,  of  December,  and  of  March  in  each  year. 

If  the  date  herein  appointed  for  the  payment  of  any  dividend  nhall 
in  any  year  fall  upon  a  legal  holiday,  then  the  dividend  payable  on  such 
date  shall  be  paid  on  the  next  day  not  a  leyal  holiday. 

Sec.  6.  Working  Capital.  The  directors  shall  not  be  required  in  January 
in  each  year,  after  reserving  over  and  above  its  capital  stock  paid  in,  as  a 
working  capital  for  said  corporation,  such  sum,  if  any,  as  shall  have  been 
fixed  by  the  stockholders,  to  declare  a  dividend  among  its  stockholders  of 
the  whole  of  its  accumulated  profits  exceeding  the  amount  so  reserved,  and 
pay  the  same  to  such  stockholders  on  demand ;  but  the  Board  of  Directors 
may  fix  a  sum  which  may  be  set  aside  or  reserved,  over  and  above  the 
Company's  capital  paid  in,  as  a  working  capital  for  the  Company,  and 
from  time  to  time  they  may  increase,  diminish,  and  vary  the  same  in  their 
absolute  judgment  and  discretion. 

Sec.  7,  Corporate  Seal.  The  Board  of  Directors  shall  provide  a  suitable 
seal,  containing  the  name  of  the  Company,  which  seal  shall  be  in  charge 
of  the  Secretary.  If  and  when  so  directed  by  the  Board  of  Directors  or 
by  the  Finance  Committee,  a  duplicate  of  the  seal  may  be  kept  and  be  used 
by  the  treasurer  or  by  any  assistant  secretary  or  assistant  treasurer. 

Article  7. 

Amendments. 

Section  1.  The  Board  of  Directors  shall  have  power  to  make,  amend, 
and  repeal  the  by  laws  of  the  Company,  by  vote  of  a  majority  of  all  of 
the  directors,  at  any  regular  or  special  meeting  of  the  Board,  provided 
that  notice  of  intention  to  make,  amend,  or  repeal  the  by-laws  in  whole 
or  in  part  shall  have  been  given  at  the  next  preceding  meeting;  or  with- 
out any  such  notice,  by  a  vote  of  two-thirdS' of  all  the  directors. 

The  by-laws  of  every  corporation  will  necessarily  vary  according  to  the 
nature  of  its  business  and  scojje  of  its  organization.  Xo  practical  form 
suitable  for  all  corporations  can  be  formulated.  It  is  believed,  however, 
that  the  foregoing  form  of  by-laws,  and  the  other  forms  found  in  this 
chapter,  several  of  which  are  fully  annotated  will  afford  valuable  sug- 
gestions for  those  engaged  in  the  preparation  of  by-laws.  Frequently 
matters  relating  to  the  management  of  a  corporation  are  provided  for  in  the 
statutes.  In  such  cases  it  is  best  not  to  take  up  the  matter  in  the  by-laws; 
or  if  for  any  reason  it  is  desired  to  deal  with  it  in  the  by-laws,  then  to 
pass  a  by-law  in  the  exact  terms  of  the  statutory  provision,  so  that  no 
confusion  may  be  occasioned  in  the  working  of  the  company.  See  gen- 
erally as  to  bv-laws.  Cook  on  Corporations,  §§  4a,  notes;  Clark  &  -M.. 
Corp.,   §§638-643. 

Form  1165. 

BY-LAWS   OF   THE    COMPANY,   A   NEW 

JERSEY  CORPORATION. 

J  Article  I, 

Stockholders. 

Section.    1.     Annual    Meeting.      A    meeting   of   the   stockholders   of   the 

Company   shall   be  held   annually   at    the  principal   office   of  the  Company 

in  the  State  of  New  Jersey,  at  eleven  o'clock  in  tho  forenoon  on  the  first 

Wednesday  of  April   in   each  year,   if  not   a  legal  holiday,  and   if  a  loga\ 


694   CORPORATION  FORMS  AND  PRECEDENTS. 

holiday  then  on  the  next  succeeding  Wednesday  not  a  legal  holiday,  for 
the  purpose  of  electing  directors  and  for  the  transaction  of  such  other 
business  as  may  be  brought  before  the  niceting.i 

"Written  notice  of  the  annual  meeting  shall  be  mailed  at  least  ten  days 
prior  to  the  meeting  to  each  stockholder  of  record  at  his  address  as  the 
same  appears  on  the  stock  book  of  the  Company.  A  failure  to  mail  such 
notice,  or  any  irregularity  in  such  notice,  shall  not  affect  the  validity  of 
any   annual   meeting,   or   of   any   proceedings   at   any  such  meeting.2 

Sec.  2.  Special  Meetings.  Special  meetings  of  the  stockholders  of  the 
Company  may  be  held  at  the  principal  office  of  the  Company  in  the  State 
of  New  Jersey,  whenever  called  in  ^vriting,  or  by  vote,  by  a  majority  of 
the  Board  of  Directors. 

Written  notice  of  each  special  meeting,  stating  the  day,  hour  and  place 
thereof,  and  in  general  terms  the  business  to  be  transacted  thereat,  shall 
be  mailed  at  least  thirty  days  prior  to  the  meeting  to  each  stockholder  of 
record  at  his  address,  as  the  same  appears  on  the  stock  book  of  the  company. 
If  all  the  stockholders  shall  waive  notice  of  a  special  meeting,  no  notice 
of  such  meeting  shall  be  required;  and  whenever  all  the  stockholders  shall 
meet  in  person  or  by  proxy,  such  meeting  shall  be  valid  for  all  purposes 
without  call  or  notice,  and  at  such  meeting  any  corporate  action  may  be 
■  taken.3 

Sec.  3.  Quorum.  At  any  meeting  of  the  stockholders  the  holders  of 
the  majority  of  the  capital  stock  issued  and  outstanding,  present  in  per- 
son or  represented  by  proxy,  shall  constitute  a  quorum  for  all  purposes.* 
If  the  holders  of  the  amount  of  stock  necessary  to  constitute  a  quorum 
shall  fail  to  attend  in  person  or  by  proxy  at  the  time  and  place  fixed  by 
these  by-laws  for  an  annual  meeting,  or  fixed  by  notice  as  above  provided 
for  a  special  meeting  called  by  the  directory,  a  majority  in  interest  of  the 
stockholders  present  in  person  or  by  proxy  may  adjourn,  from  time  to  time, 
without  notice  other  than  by  announcement  at  the  meeting,  until  holders 
of  the  amoimt  of  stock  requisite  to  constitute  a  quorum  shall  attend.  At 
any  such  adjourned  meeting  at  which  a  quorum  shall  be  present,  any 
business  may  be  transacted  which  might  have  been  transacted  at  the  meet- 
ing as   originally  notified. s 

Sec.  4.  Voting.  At  each  meeting  of  the  stockholders  every  stockholder 
shall  be  entitled  to  vote  in  person,  or  by  proxy  appointed  by  instrument 
in  writing,  subscribed  by  such  stockholder  or  by  his  duly  authorized  at- 
torney, and  delivered  to  the  inspectors  at  the  meeting;  c  and  he  shall  have 
one  vote  for  each  share  of  stock  standing  registered  in  his  name,  but  no 
share  of  stock  shall  be  voted  on  at  any  election  which  has  been  transferred 

1 See     generally    as    to     corporate    meetings,     Cook     on     Corporations, 

§§602-627;    Clark  &   M.,  Corp.,   §§  644-6r>l. 

2 — See  generally  as  to  notice  of  corporate  meetings.  Cook  on  Corpora- 
tions,  §§594-597;   Clark  &  M.,   Corp.,   §647. 

3 See   as   to   waiver   of   notice.   Cook   on    Corporations,    §599;    Clark   & 

M.,  Corp.,   §64l 

4 — See  as  to  quorum  at  meetings  of  stockholders.  Cook  on  Corporations, 
§§  607,  608;  Clark  &  M.,  Corp.,  §§  649g-649h. 

5 — See  as  to  adjourned  meetings.  Cook  on  Corporations,  §  601 ;  Clark 
&  M.,   Corp.,   §649k. 

6 — See  as  to  voting  by  proxy.  Cook  on  Corporations,  §610;  Clark  &  M., 
Corp.,   §656. 


BY-LAWS.  695 

on  the  books  of  the  corporation  within  twenty  days  next  preceding  such 
election.  Upon  demand  of  any  stockholder,  the  votes  upon  any  question 
before  the  meeting,  shall  be  made  by  ballotJ  At  each  meeting  of  the 
stockholders  a  full,  true  and  complete  list  in  alphabetical  order  of  all 
stockholders  entitled  to  vote  at  such  meeting,  and  indicating  the  number 
of  shares  held  by  each,  certified  by  the  Secretary  or  by  the  Treasurer, 
shall  be  furnished.  Only  the  persons  in  whose  names  shares  of  stock  stand 
on  the  books  of  the  Company,  as  evidenced  by  the  list  of  stockholders 
so  furnished,  shall  be  entitled  to  vote  in  person  or  by  proxy  on  the  shares 
so   standing   in   their   names.s 

Sec.  5.  Inspectors.  At  each  meeting  of  the  stockholders  the  polls 
shall  be  opened  and  closed,  the  proxies  and  Vjallots  shall  be  received  and 
taken  in  charge,  and  all  questions  touching  the  qualification  of  voters  and 
the  validity  of  proxies  and  the  acceptance  or  rejection  of  votes,  shall  be 
decided  by  two  inspectors.  Such  inspectors  shall  be  elected  by  the  stock- 
holders, at  their  annual  meeting,  to  serve  until  the  close  of  the  next  annual 
meeting,  and  their  election  may  be  held  at  the  same  time  as  the  election 
of  directors.  In  case  of  a  failure  to  elect  inspectors,  or  in  case  an  in- 
spector shall  fail  to  attend  or  refuse  or  be  unable  to  serve,  the  stock- 
holders at  any  meeting  may  choose  an  inspector  or  inspectors  to  act  at 
such  meeting.9 

Article  II. 
Board  of  Directors. 

Section  1.  Number  and  Term  of  Office.  The  business  and  the  propertv 
of  the  Company  shall  be  managed  and  controlled  by  the  Board  of 
Directors.  There  shall  be  eight  directors,  each  of  whom  shall  hold  not 
less  than  fifty  shares  of  stock  of  the  Company  in  his  own  name  ami 
right;  they  shall  be  elected  annually  by  ballot  at  the  annual  meeting 
of  the  stockholders  and  shall  hold  office  for  one  year,  and  until  their 
successors  are  elected  and  qualified.  The  directors  shall  act  only  as 
a  board  and  the  individual  director  shall   have  no  power  as  such.io 

Sec.  2.  Vacancies.  If  any  vacancy  shall  occur  among  the  directors  by 
death,  resignation  or  otherwise,  the  remaining  directors,  by  affirmative 
vote  of  a  majority  thereof,  may  elect  a  successor  to  hold  office  for  the 
unexpired  portion  of  the  term  of  the  director  whose  place  shall  be  vacant, 
and  until  the  election  of  his  successor.u 

Sec.  3.  Place  of  Meeting.  The  directors  may  hold  their  meetings,  have 
an  office  and  keep  the  books  of  the  Company  (except  as  otherwise  may 
be  provided  for  by  law)  at  the  office  of  the  Company  in  the  City  of  New 
York,  or  at  such  other  place  or  places  as  the  board  from  time  to  time  may 
determine. 12 

7 — See  as  to  voting  at  corporate  elections,  Cook  on  Corporations,  §§  605, 
609a;   Clark  &  jNI.,  Corp.,   §8  652-658. 

8 — See  as  to  determination  of  right  to  vote  from  the  stock  book.  Cook 
on   Corporations,    §611;    Clark   &   M.,   Corp.,    §  653f . 

9 — See  as  to  inspectors  of  election,  Cook  on  Corporations,  §  605 ;  Clark 
&  M.,   Corp.,    §  649b. 

10 — See  generally  as  to  powers  of  board  of  directors,  Cook  on  Cor- 
porations,  §§712-714;   Clark  &  M..   Corp.,   §§689-696. 

11 — See  as  to  term  of  office  of  directors.  Cook  on  Corporations,  §§708- 
712;   Clark  &  M.,  Corp.,   §665. 

12 — See  as  to  holding  meetings  of  directors  out  of  state,  Cook  on  Cor- 
porations, §713a;   Clark  &  M.,  Corp.,  §679. 


696   CORPORATION  FORMS  AND  PRECEDENTS. 

Sec.  4.  Eegular  Meetings.  Regular  meetings  of  the  board  of  directors 
shall  be  held  monthly  on  the  fourth  "Wednesday  of  each  month,  if  not  a 
legal  holiday,  and  if  a  legal  holiday,  then  on  the  next  succeeding  Wednes- 
day not  a  legal  holiilay.  No  notice  shall  be  required  for  any  such  regular 
meeting  of  the   board. 's 

Sec.  5.  Special  Meetings.  Special  meetings  of  the  board  of  directors 
shall  be  held  whenever  called  by  the  president  or  by  not  less  than  one- 
third  of  the  directors  for  the  time  being  in  otSce. 

The  Secretary  shall  give  notice  of  each  special  meeting  by  mailing  the 
same  at  least  two  days  before  the  meeting,  or  by  telegraphing  the  same 
at  least  one  day  before  the  meeting,  to  each  director;  but  such  notice  may 
be  waived  by  any  director.  At  any  meeting  at  which  every  director  shall 
be  present,   even   though  without  notice,   any   business   may  be   tranaeted. 

Sec.  6.  Quorum.  A  majority  of  the  board  of  directors  for  the  time 
being  in  office  shall  constitute  a  quorum  for  the  transaction  of  business, 
but  if  at  any  meeting  of  the  board  there  be  less  than  a  quorum  present  a 
majority  of  those  present  may  adjourn  the  meeting  from  time  to  time  until 
a   quorum   shall  be  present. i* 

Sec.  7.  Order  of  Business.  The  order  of  business  at  any  regular  meet- 
ing of  the  board  of  directors  shall  be  as  follows: 

1.  Reading  of  minutes; 

2.  Reports  of  committees; 

3.  Reports   of   officers; 

4.  Motions  and  resolutions; 

5.  Miscellaneous   business. 

Sec.  8.  Committees.  The  board  of  directors  may  delegate  from  time 
to  time  to  suitable  committees  any  duties  that  are  required  to  be  executed 
during  the  intervals  between  the  meetings  of  the  board  and  such  commit- 
tees shall  report  to  the  board  of  directors  when  and  as  required.i5 

Sec.  9.  Designation  of  Depositaries.  The  Board  of  Directors  shall  des- 
ignate the  Trust  Company,  or  Trust  Companies,  Bank  or  Banks,  in  which 
shall  be  deposited  the  money  or  securities  of  the  Company. 

Article  III. 

Executive  Committee. 

Section  1.  At  their  first  meeting  after  the  annual  meeting  of  the  stock- 
holders the  board  of  directors  shall  elect  an  executive  committee  con- 
sisting of  four  members  of  the  board,  of  which  committee  the  presi- 
dent shall  be  one  and  its  chairman.  During  the  intervals  between  the 
meetings  of  the  board  of  directors,  the  executive  committee  shall  pos- 
sess and  may  exercise  all  the  powers  of  the  board  of  directors  in  the 
management  and  direction  of  the  affairs  of  the  company  in  all  cases 
in   which   specific   directions   shall   not   have   been   given   by   the   board   of 

13 — See  as  to  meetings  of  directors.  Cook  on  Corporations,  §713a; 
Clark  &  M.,  Corp.,  §§  676-683. 

14 — See  as  to  quorum  at  directors'  meetings,  Cook  on  Corporations, 
§713a;    Clark  &  M.,  Corp.,   §681. 

1.5 — See  as  to  delegation  of  powers  to  committees.  Cook  on  Corporations, 
713a;    Clark  &   M.,    Corp.,    §§684-688,   731-733. 


BY-LAWS.  697 

directors.  All  action  by  the  executive  committee  shall  he  reported  to 
the  Board  of  Directors  at  its  meeting  next  succeeding  such  action, 
and  shall  be  subject  to  revision  and  alteration  by  the  Vioard ;  provided, 
that  no  rights  of  third  parties  shall  be  afifected  by  any  such  revision 
or  alteration.  Kegular  minutes  of  the  proceedings  of  the  executive 
committee  shall  be  kept  in  a  book  provided  for  that  purpose.  Vacancies 
in  the  executive  committee  shall  be  filled  by  the  board  of  directors. 
A  majority  of  the  committee  shall  be  necessary  to  constitute  a  quorum, 
and  in  every  case  the  affirmative  vote  of  a  majority  of  the  members 
shall  be  necessary  for  the  passage  of  any  resolution.  The  executive 
committee  may  act  by  the  written  resolution  of  a  quorum  thereof 
although  not  formally  convened ;  it  shall  fix  its  own  rules  of  procedure, 
and  sl;jall  meet  as  provided  by  such  rules  or  by  resolution  of  the  board, 
and  it  shall  also  meet  at  the  call  of  the  chairman  or  of  any  member 
of  the  committee.io 

Article  IV. 

Officers. 

Section  1.  Officers.  The  officers  of  the  company  shall  be  a  president, 
a  vice-president,  and  a  second  vice-president,  a  secretary,  one  or  more 
assistant  secretaries,  a  treasurer,  one  or  more  assistant  treasurers,  an 
auditor,  one  or  more  assistant  auditors,  and  such  other  officers  as  shall 
from  time  to  time  be  provided  for  by  the  board  of  directors.i^  Such 
officers  shall  be  elected  at  the  first  meeting  of  the  board  of  directors 
after  the  annual  election  of  directors,  and  shall  hold  office  for  one 
year,  and  until  their  respective  successors  shall  have  been  duly  elected 
and  qualified,  provided,  however,  that  all  officers,  agents  and  employes 
of  the  company  shall  be  subject  to  removal  at  any  time  by  the  affirma- 
tive vote  of  a  majority  of  the  whole  board  of  directors.  In  its  dis- 
cretion the  Board  of  Directors,  by  a  vote  ef  the  majority  thereof,  may 
leave  unfilled  for  such  period  as  it  may  fix  by  resolution,  any  office 
except  those  of  president,  treasurer  and  secretary. 

Sec.  2.  Powers  and  Duties  of  President.  The  President  shall  be  the 
chief  executive  officer  of  the  company.  He  shall  preside  at  all  meet- 
ings of  the  stockholders  and  of  the  board  of  directors.  He  shall  have 
general  charge  and  supervision  of  the  business  of  the  company.  He 
may  sign  and  execute  all  authorized  bonds,  contracts  or  obligations  in 
the  name  of  the  company,  and  with  the  treasurer  or  an  assistant  treas- 
urer may  sign  all  certificates  of  the  shares  in  the  capital  stock  of  the 
company.  He  shall  from  time  to  time  make  such  reports  of  the  affairs 
of  the  Company  as  the  board  of  directors  may  require  and  shall  annu- 
ally present  a  report  of  the  preceding  year's  business  to  the  board  of 
directors  at  their  meeting  immediately  preceding  the  annual  meeting  of 
the  stockholders,  which  report  may  be  read  at  the  annual  meeting  of 
the  stockholders.  He  shall  do  and  perform  such  other  duties  as  mav  be 
from  time  to  time  assigned  to  him  by  the  board  of  directors. is 

16 — See  as  to  executive  committee.  Cook  on  Corporations  §715;  Clark 
&   M.,   Corp..   §732. 

17 — See  as  to  officers  of  corporation,  Cook  on  Corporations.  §§  712 
et  scq.;  Clark  &  M.,  Corp.,   §§697-713. 

18 — See  as  to  powers  and  duties  of  president,  Cook  on  Corporations, 
§  716;   Clark  &  M.,  Corp.,  §  701. 


698   CORPORATION  FORMS  AND  PRECEDENTS. 

Sec.  3.  Powers  and  Duties  of  Vice-President.  The  vice-president 
shall  possess  the  power  and  may  perform  the  duties  of  the  president  in 
his  absence  or  disability.  He  may  sign  and  execute  all  authorized 
bonds,  contracts  or  obligations  in  the  name  of  the  company,  and  with 
the  treasurer  or  an  assistant  treasurer  may  sign  all  certificates  of  the 
shares  of  the  capital  stock  of  the  company..  He  shall  do  and  perform 
such  other  duties  as  may  be  from  time  to  time  assigned  to  him  by  the 
board  of  directors.ia 

Sec.  4.  Powers  and  Duties  of  Second  Vice-President.  The  second 
vice-president  shall  have  such  powers  and  perform  such  duties  as  may  be 
from  time  to  time  assigned  to  him  by  the  board  of  directors. 

Sec.  5.  Powers  and  Duties  of  Secretary.  The  Secretary  shall  keep 
the  minutes  of  all  meetings  of  the  board  of  directors,  and  the  minutes 
of  all  meetings  of  the  stockholders.  He  shall  attend  to  the  giving  and 
serving  of  all  notices  of  the  company;  he  may  sign  with  the  president 
in  the  name  of  the  company  all  contracts  authorized  by  the  board  of 
directors  or  by  the  executive  committee,  and  when  so  ordered  by  the 
board  of  directors  or  the  executive  committee  he  shall  affix  the  seal  of 
the  company  thereto;  he  shall  have  charge  of  such  books  and  papers 
as  the  board  of  directors  or  the  executive  committee  may  direct,  all  of 
which  shall,  at  all  reasonable  times,  be  open  to  the  examination  of  any 
director,  upon  application  at  the  office  of  the  company  during  business 
hours;  he  shall  in  general  perform  all  of  the  duties  incident  to  the 
office  of  secretary,  subject  to  the  control  of  the  board  of  directors  and 
of  the  executive  committee,  and  shall  do  and  perform  such  other  duties 
as  may  from  time  to  time  be  assigned  to  him  by  the  board  of  directors 
or  by  the  executive  committee. 20 

Sec.  6.  Powers  and  Duties  of  Assistant  Secretary.  Each  assistant 
secretary  shall  have  such  powers  and  shall  perform  such  duties  as  may 
be  assigned   to  him  by  the  board   of   directors. 

Sec.  7.  Powers  and  Duties  of  Treasurer.  The  treasurer  shall  have 
the  custody  of  all  funds  and  securities  of  the  company  which  may  have 
come  into  his  hands;  when  necessary  or  proper,  he  shall  endorse  on  be- 
half of  the  company  for  collection  checks,  notes  and  other  obligations, 
and  shall  deposit  the  same  to  the  credit  of  the  Company  in  such  bank 
or  banks  or  depositary  as  the  Board  of  Directors  may  designate;  he 
shall  sign  all  receipts  and  vouchers  for  payments  made  to  the  Company; 
jointly  with  such  other  officer  as  may  be  designated  by  by-law  or  by 
resolution  of  the  Board  of  Directors  he  may  sign  all  checks  made  by  the 
Company,  and  shall  pay  out  and  dispose  of  the  same  under  the  direction 
of  the  board;  he  shall  sign  with  the  president  or  such  other  person  or 
persons  as  may  be  designated  for  the  purpose  by  the  Board  of  Direc- 
tors, all  bills  of  exchange  and  promissory  notes  of  the  Company ;  he 
may  sign  with  the  president  or  a  vice-president  all  certificates  of  shares 
in  the  capital  stock;  whenever  required  by  the  Board  of  Directors,  he 
shall  render  a  statement  of  his  cash  account;  he  shall  enter  regularly 
in  books  of  the  company  to  be  kept  by  him  for  the  purpose,  full  and 
accurate  account  of  all  moneys  received  and  paid  by  him  on  account  of 

19 — See  as  to  powers  of  vice  president,  Cook  on  Curporations,  §716; 
Clark  &  M.,   Corp.,   §  702. 

20 — See  as  to  powers  of  secretary.  Cook  on  Corporations,  §  717;  Clark 
&    M.,    Corp.,    §  704.  • 


BY-LAWS.  699 

the  Company;  he  shall,  at  all  reasonable  times,  exhibit  his  books  and 
accounts  to  any  director  of  the  Company  upon  application  at  the  office 
of  the  Company  during  business  hours;  and  he  shall  perform  all  acts 
incident  to  the  position  of  troasurer,  subject  to  the  control  of  the  board 
of  directors.2i  Ho  shall  pive  a  bond  with  two  sufficient  sureties  in  the 
sum  of  ten  thousand  dollars,  conditioned  for  the  faitliful  j)erforniance 
of  his  duties  as  such  treasurer. 

Sec.  8.  Powers  and  Duties  of  Assistant  Treasurer.  Each  assistant 
treasurer  shall  have  such  powers  and  shall  perform  such  duties  as  may 
be  assigned  to  him  by  the  board  of  directors. 

Sec.  9.  Powers  and  Duties  of  Auditor.  The  auditor  shall  have  charge 
of  the  accounts  of  the  Company,  and  shall  perform  such  duties  as  from 
time  to  time  may  be  assigned  to  him  by  the  Board  of  Directors. 

Sec.  10.  Powers  and  Duties  of  Assistant  Auditor.  Each  assistant 
auditor  shall  have  such  powers  and  shall  perform  such  duties  as  may  be 
assigned  to  him  by  the  Board  of  Directors. -2 

Article  V. 

Voting  Upon  Stocks. 

Section  1.  Unless  otherwise  ordered  by  the  Board  of  Directors,  the 
president  shall  have  full  power  and  authority  in  behalf  of  the  Com- 
pany to  attend  and  to  act  and  to  vote  at  any  meeting  of  stockholders 
of  any  corporation  in  w^hich  the  Company  may  hold  stock,  and  at  any 
such  meeting  shall  possess  and  may  exercise  any  and  all  the  rights  and 
powers  incident  to  the  ownership  of  such  stock,  and  which,  as  the 
owner  thereof,  the  Company  might  have  possessed  and  exercised  if 
present.  The  Board  of  Directors,  by  resolution,  from  time  to  time, 
may  confer  like  powers  upon  any  other  person  or  persons.23 

Article  VL 
Capital  Stock. 

Section  1.  Certificates  of  Shares.  Each  holder  of  stock  of  the  com- 
pany shall  be  entitled  to  a  stock  certificate  signed  by  the  president  or 
a*  vice-president,  and  also  by  the  treasurer  or  an  assistant  treasurer, 
duly  authorized  by  the  Board  of  Directors  so  to  do.  The  certificates  of 
shares  shall  be  in  such  form,  not  inconsistent  with  the  certificate  of 
incorporation,  as  shall  be  prepared  or  approved  by  the  Board  of 
Directors. 

All  certificates  shall  be  consecutively  numbered.  The  name  of  the 
person  owning  the  shares  represented  thereby,  with  the  number  of 
such  shares  and  the  date  of  issue,  shall  be  entered  on  the  company's 
books. 

No  certificate  shall  be  valid  unless  it  be  signed  by  the  president  or 
a  vice-president,  and  by  the  treasurer  or  an  assistant  treasurer. 

21 — See  as  to  powers  of  treasurer.  Cook  on^  Corporations,  §717;  Clark 
&  M.,  Corp.,  §  703. 

2'2 — See  as  to  powers  of  subordinate  agents,  Cook  on  Corporations, 
§§  718-720;  Clark  &  M.,  Corp.,  §S  707-717,  697-700. 

23 — See  as  to  holding  stock  in  other  corporations.  Cook  on  Corporations, 
§§64,  316,  317,  615;   Clark  &  M.,  Corp.,   §§193-198. 


.700   CORPORATION  FORMS  AND  PRECEDENTS. 

All  certificates  surrendered  to  the  company  shall  be  cancelled,  and  no 
new  Cyertificate  shall  be  issued  until  the  former  certificate  for  the  same 
number  of  shares  shall  have  been  surrendered  and  cancelled.'-^* 

Sec.  2.  Transfer  of  Shares.  Shares  in  the  capital  stock  of  the  com- 
pany shall  be  transferred  only  on  the  books  of  the  company  by  the 
holder  thereof  in  person,  or  by  his  attorney,  upon  surrender  and  cancel- 
lation of  certificates  for  a  like  number  of  shares.^s 

Sec.  3.  Regulations.  The  Board  of  Directors  shall  have  power  and 
authority  to  make  all  such  rules  and  regulations  as  they  may  deem  expe- 
dient concerning  the  issue,  transfer  and  registration  of  certificates  for 
shares  of  the  capital  stock  of  the  company.  The  board  of  directors 
may  appoint  a  transfer  agent  and  a  registrar  of  transfers,  and  may  re- 
quire all  stock  certificates  to  bear  the  signature  of  such  transfer  agent 
and  of  such  registrar  of  transfers.sc 

Sec.  4.  Closing  of  Transfer  Books.  The  stock  transfer  books  may  be 
closed  for  the  meetings  of  the  stockholders,  and  for  the  payment  of 
dividends,  during  such  periods  as  from  time  to  time  may  be  fixed  by  the 
board  of  directors,  and  during  such  periods  no  stock  shall  be  trans- 
ferable.27 

Article  VII. 

Dividends   and   Working   Capital. 

Section  1.  Dividends.  Dividends  may  be  declared  by  the  board  of 
directors  from  time  to  time  out  of  the  surplus  or  net  profits  of  the 
company,  and  shall  be  payable  at  such  time  or  times  as  the  board  shall 
determine. 28 

Sec.  2.  Working  Capital.  Before  payment  of  any  dividend,  or  making 
any  distribution  of  profits,  there  may  be  set  aside  out  of  the  net  profits 
of  the  company  such  sum  or  sums  as  the  directors  may  from  time  to  time 
in  their  discretion  think  proper  as  a  working^  capital  or  as  a  reserve 
fund  to  meet  contingencies,  and  from  time  to  time  the  Board  of  Di- 
rectors may  increase,  diminish  and  vary  such  working  capital  or  such 
reserve  fund  in  their  absolute  judgment  and  discretion. 

Article  VIII. 

Checks,  Notes,  &c. 

Section  1.  Payments  shall  be  made  by  checks  or  check  vouchers,  all  of 
which  shall  be  signed  by  the  President,  or  the  Treasurer,  or  a  Vice- 
President,  or  the  Assistant  Treasurer  if  the  Board  of  Directors  shall  by 
resolution  so  provide,  and  also  by  one  of  such  of  the  other  officers  of  the 
Company,  or  such  other  person,  as  the  Board  of  Directors  may  from  time 

24 — See  generally  as  to  stock  certificates,  Cook  on  Corporations,  §§  13-61; 
Clark  &  M.,  Corp.,  §378. 

2.5 — See  generally  as  to  transfer  of  shares.  Cook  on  Corporations, 
§§372-392;   Clark  &  M.,   Corp.,   §§557-607. 

26 — See  generally  as  to  formalities  of  transferring  stock.  Cook  on  Cor- 
porations,   §§375-381;    Clark    &    M.,    Corp.,    §§.582-592. 

27 — See  as  to  closing  of  transfer  books,  Cook  on  Corporations,  §§539, 
.'-.40,  611;   Clark  &  M.,  Corp..  §560. 

2,s — See  generally  as  to  dividends.  Cook  on  Corporations,  §§544-541; 
Clark  &  M.,  Corp.,  §§  516-529. 


BY-LAWS.  701 

to  time  by  resolution  direct.  Bills  receivable,  drafts  and  other  evidences 
of  indebtedness  to  tbe  company,  shall  be  endorsed  for  the  purpose  of  dis- 
count or  collection  by  the  treasurer  or  such  other  officer  or  officers  of  the 
company  as  the  Board  of  Directors  shall  from  time  to  time  by  resolution 
designate.  No  ImMs  or  notes  shall  bo  executed  by  or  on  behalf  of  the  com- 
pany unless  the  Board  of  Directors  or  the  Executive  Committee  shall 
expressly  authorize  the  same. 20 

Article  IX. 

Corporate  Seal. 

Section  1.     A  seal  with  the  words  ' '  The   " 

upon  it  shall  be  the  common  corporate  seal  of  the  Company,  which  shall 
be  in  the  custody  of  the  treasurer. 3o 

Article  X. 

Amendment  of  By-Laws. 

Section  1.  The  By-Laws  of  the  Company  shall  be  subject  to  alteration, 
amendment  or  repeal  by  a  majority  vote  of  the  whole  Board  of  Direct- 
ors at  any  regular  or  special  meeting  of  the  Board,  provided  that 
notice  of  such  proposed  alteration,  amendment  or  repeal  shall  have 
been  given  in  writing  at  the  next  preceding  regular  meeting  of  the 
Board,  or  without  any  such  notice  by  unanimous  vote  at  any  meeting 
of  the  Board  of  Directors  when  all  of  the  directors  are  present.si 

Form  1166. 
BY-LAWS— (ILLINOIS  FOEM). 

BY-LAWS  OF  THE    

Article  1. 
Certificates  of  Stock, 

Section  1.  The  capital  stock  of  this  Corporation  shall  be  divided  into 
shares  of  the  par  value  of  $ each.i 

Sec.  2.  All  the  certificates  of  stock  shall  be  signed  by  the  President 
and  Secretary,  and  the  corporate  seal  shall  be  attached  thereto. 2 

Sec.  3.  Shares  of  capital  stock  may  be  transferred  by  endorsement 
of  the  certificate,  and  its  surrender  to  the  Secretary  for  cancellation,  who 
thereupon  shall  issue  a  new  certificate  to  the  transferee  thereof.^t 

Sec.   4.     Any   stockholder   who   shall    fail   to   pay   any   assessment   levied 

29 — See  as  to  power  to  issue  notes,  Cook  on  Corporations,  §§760-761; 
Clark  &   M.,  Corp.,   §  180-182. 

30 — See  as  to  corporate  seal.  Cook  on  Corporations,  §§721,  722;  Clark  & 
M.,  Corp.,    §§  13,  489,   192. 

31— Se<?  as  to  amendment  of  by-laws.  Cook  on  Corporations,  §  4a ;  Clark 
&  M.,  Corp.,  §  640. 

1 — See  generally  as  to  fixing  the  amount  of  capital  stock  bv  bv  law, 
Cook  on  Corporations,  §  182;  Clark  &  M..  Corp.,  §§  40.5,  406. 

2 — See  generally  as  to  the  form  and  execution  of  certificates  of  stock. 
Cook  on  Corporations,  §  13;  Clark  &  M.,  Corp..  §  424. 

3 — See  genorallv  as  to  the  transfer  of  certificates  of  stock.  Cook  on  Cor- 
porations, §§372-384;  Clark  &  M.,  Corp.,  §§557-607. 


702   CORPORATION  FORMS  AND  PRECEDENTS. 

on  his  stock  for  thirty  days  after  the  same  shall  become  clue,  shall  be 
served  with  a  \\Titteu  or  printed  notice  by  the  Secretary,  by  delivering 
same  to  him  personally  or  by  mailing  same  in  a  registered  letter  through 
the  United  States  mail.  Such  notice  shall  contain  a  copy  of  the  resolu- 
tion of  the  Board  of  Directors  levying  said  assessment,  and  the  amount 
due  from  such  stockholder  thereon,  and  shall  notify  him  that  unless  he 
pays  the  same  within  thirty  days  after  the  date  of  mailing  thereof,  or  per- 
sonal service  of  same,  his  stock  will  be  forfeited.  If  the  delinquent  stock- 
holder fails  to  pay  the  entire  amount  due  from  him  within  the  time  speci- 
fied in  such  notice,  and  in  accordance  with  the  resolutions  of  the  Board 
of  Directors,  his  stock  shall  become  forfeited  without  further  notice  by 
the  Corporation,  and  such  forfeited  stock  may  thereupon,  without  further 
notice,  be  sold  by  the  Secretary  for  the  benefit  of  the  Corporation,  either 
by  public  or  private  sale,  provided  that  the  proceeds  of  such  sale,  if  any, 
over  and  above  the  amount  due  on  said  stock,  shall  be  paid  on  demand 
to  the  delinquent  stockholder.-* 

Sec.  5.  Any  stockholder  claiming  a  certificate  of  stock  to  have  been 
lost  or  destroyed,  shall  make  an  affidavit  of  such  fact  reciting  the  circum- 
stances attending  such  loss  or  destruction,  and  advertise  the  same  in  a 
newspaper  of  general  circulation  for  such  length  of  time  as  the  Board 
of  Directors  may  require,  describing  such  certificate,  and  shall  furnish  the 
Board  of  Directors  with  proof  of  publication  by  the  affidavit  of  the  pub- 
lisher of  the  newspaper,  and  shall  give  the  Board  of  Directors  a  bond  of 
Indemnity,  with  two  or  more  sureties,  in  amount  double  the  par  value  of 
such  certificate  against  any  loss  or  damage  that  may  arise  from  the  issu- 
ing of  a  new  certificate,  whereupon  the  Board  of  Directors  may  by  resolu- 
tion duly  entered  of  record,  order  to  be  issued  a  new  certificate  of  the 
same  tenor  and  effect  as  the  one  alleged  to  be  lost  or  destroyed  & 

Article  2. 
iMeetings. 

Section  1.  The  annual  meeting  of  the  stockholuors  or  Ibia  Corporation 
shall  be  held   at  the   principal   office   of  the  Corporation,  in  the  city  of 

,  on  the  first   of  the  month  of   ,  in  each 

and  every  year,  at  the  hour -of o'clock   M,,  provided  that  when 

said  day  shall  fall  on  Sunday  or  a  legal  holiday,  such  meeting  shall  be 
held  on  the  next  succeeding  business  day  at  the  same  hour  and  place.s 

Special  meetings  of  the  stockholders  may  be  called  by  the   President, 

or  any directors,  or  by  the  stockholders  representing  a  majority 

of  stock  issued  by  filing  with  the  Secretary  a  written  call  for  such  meet- 
ing, stating  the  time  and  object  thereof.  Such  special  meeting  shall 
be  held  at  the  same  place  and  at  the  same  hour  as  the  regular  annual 
meeting. 

Sec,  2.  The  Secretary  shall  mail  to  each  .stockhoWer  at  his  known 
place  of  residence,  a  written  or  printed  notice  of  the  time  and  place  of 

4 — See  generally  as  to  forfeiture  of  stock,  Cook  on  Corporations,  §§  121- 
1.34;  Clark  &  M.,  Corp.,  §§491-495. 

5 — See  generally  as  to  lost  or  stolen  certificates  of  stocK,  Cook  on  Cor- 
porations,  §§.3.58.362,  406;   Clark  &  M.,  Corp.,  §434. 

6 — See  generally  as  to  corporate  meetings.  Cook  on  Corporations,  §§  602- 
627;   Clark  &  M.,  Corp.,   §§644-651. 


BY-LAWS.  703 

holding  every  annual  or  special  stockholders'  meeting.  Such  notice  shall 
be  mailed  at  least  ten  days  before  the  time  at  which  such  meeting  is  to 
be  held.7 

Sec.  3.  At  all  meetings  of  the  stockholders,  each  stockholder  shall 
be  entitled  to  cast  one  vote  for  each  share  of  stock  held  by  him.  He  may 
vote  in  person  or  by  proxy,  providing  the  appointment  shall  be  made  in 
writing.8 

Sec.  4.  At  any  stockholders'  meeting  the  majority  of  the  stock  must 
be  represented  in  order  to  constitute  a  quorum  for  the  transaction  of  busi- 
ness; but  the  stockholders  present  at  any  meeting,  although  less  than  a 
quorum,  may  adjourn  the  meeting,  without  further  notice,  to  some  other 
day  or  hour." 

Sec.  5.  The  stockholders  shall,  at  each  annual  meeting,  elect  stock- 
holders of  this  Corporation  as  Directors  thereof,  and  such  stockholders  so 
elected  as  aforesaid,  shall  hold  office  until  the  next  annual  meeting,  or 
until  their  successors  are  elected  and  qualified. lo 

Sec.  6.  The  President  and  Secretary  of  this  Corporation  shall  act  as 
President  and  Secretary  of  each  stockholders'  meeting,  unless  the  meet- 
ing shall  elect  some  other  stockholders  to  act  in  their  place  and  stead. 

Article   3. 
Powers,  Duties  and  Meeting  of  Directors. 

Section  1.  The  affairs  of  this  Corporation  shall  be  managed  and  gov- 
erned by  a  Board  of Directors,  who  shall  be  elected  by  the  stock- 
holders at  their  regular  annual  meeting,  and  who  shall  hold  office  for 
one  year,  or  until  their  successors  are  elected  and  qualified  as  afore- 
said.ii 

Sec.  2.  The  Directors  shall  elect  all  the  other  officers  of  the  Corpora- 
tion, and  appoint  all  its  agents.  Any  vacancy  occurring  in  the  Board  of 
Directors  may  be  filled  by  the  remaining  members  of  the  Board  in  regular 
or  special  meetings  of  the  Board.12 

Sec.  3.  No  person  shall  be  eligible  to  the  office  of  director  who  is  not  a 
stockholder  in  the  corporation.  A  transfer  by  a  director  of  all  his  stock 
in  the  corporation  shall  operate  as  a  resignation  of  his  office.  No  Director 
shall  receive  any  salary  or  compensation  for  his  services  to  the  Corporation 
as  a  Director. 

Sec.  4.  Eegular  meetings  of  the  Board  of  Directors  shall  be  held 
at  the  principal  office  of  the  Company  immediately  after  the  adjournment 
of  each  regular  annual  meeting  of  the  stockholders,  and  also  upon  the 
first    of   each   month,   at   the   hour   of    o  'clock 

7 — See  as  to  notice  of  corporate  meetings,  Cook  on  Corporations,  §§,594- 
597;  Clark  &  M.,  Corp.,  §  647. 

8 — See  as  to  the  voting  rights  of  stockholders,  Cook  on  Corporations, 
§§269,  468,  612,  622,  713a;   Clark  &  M.,'  Corp.,   §§6.52-658. 

9 — See  as  to  quorum  at  stockholders'  meetings,  Cook  on  Corporations, 
§§  607,  608 ;  Clark  &  M.,  Corp.,  §  (UOg. 

10 — See  as  to  the  election  of  directors,  Cook  on  Corporations,  §§  602- 
627;    Clark  &   M.,  Corp.,   §§659-6fi2. 

11 — Sec  generallv  as  to  the  powers  of  the  board  of  directors.  Cook  on 
Corporations,   §§712-714;    Clark  &   M.,  Corp.,   §§689-696. 

12 — See  as  to  the  subordinate  officers  of  a  corporation,  Cook  on  Corpora- 
tions, §§716-720;  Clark  &  M.,  Corp.,  §§697-713. 


704   CORPORATION  FORMS  AND  PRECEDENTS. 

....  M.  All  meetings  shall  be  held  at  the  principal  office  of  the  cor- 
poration in  the  State  of  Illinois,  unless  the  same  be  held  elsewhere  as 
]irovided  by  §  20  of  Ch.  32  of  the  Revised  Statutes  of  the  State  of 
IHinois.i3 

Sec.  5.  A  special  meeting  of  the  Board  of  Directors  may  be  called  at 
any  time  by  the  President,  or  by  a  majority  of  the  Board  of  Directors 
by  mailing  to  each  Director  a  written  or  printed  notice  stating  the  time 
and  place  of  such  meeting,  at  least  three  days  before  the  time  of  said 
meeting. 

Sec.  6.  At  all  meetings  of  the  Board  of  Directors,  a  majority  of 
Directors  shall  constitute  a  quorum  for  the  transaction  of  business,  but 
a  smaller  number  may  adjourn  the  meeting  to  another  day  or  hour.i* 

Sec.  7.  At  each  regular  annual  meeting  of  the  stockholders,  the  Board 
of  Directors  shall  present  a  general  statement  or  report  of  the  business 
in  the  preceding  year,  and  of  the  financial  condition  of  the  Corporation. 

Article  4. 
Officers. 

Section  1.  The  officers  of  this  Corporation  shall  consist  of  a  President, 
Vice  President,  Secretary  and  Treasurer,  who  shall  be  elected  by  the 
Directors,  and  who  shall  perform  the  duties  pertaining  to  their  respective 
offices.  Said  officers  shall  hold  office  for  one  year,  and  until  their  successors 
are  elected  and  qualified. 

Sec.  2.  No  person  shall  be  eligible  to  the  office  of  President,  Vice 
President  or  Treasurer,  who  is  not  a  Director,  and  no  person  shall  be 
eligible  to  the  office  of  Director,  who  is  not  a  stockholder.  Should  the 
President,  Vice  President,  Treasurer  or  any  Director  at  any  time  cease 
to  be  a  stockholder  in  the  Corporation,  he  or  they  shalt  olso  cease  at  the 
same  time  to  be  an   officer  therein.is 

Sec.  3.  The  Board  of  Directors  may,  by  resolution,  require  any  and 
all  of  the  general  officers  to  give  bonds  to  the  Corporation,  with  sufficient 
surety  or  sureties,  conditioned  for  the  faithful  performance  of  the  duties 
of  their  respective  offices,  and  such  other  conditions  as  may  from  time 
to  time  be  required  by  the  Board  of  Directors. 

Sec.  4.  The  Directors  of  this  Corporation  may  at  any  time,  by  ma- 
jority vote,  ask  for,  demand,  teceive  and  accept  the  resignation  of  any 
officer  or  employee  of  this  Corporation,  and  upon  his  or  their  refusal  to 
tender  such  resignation  or  resign,  the  majority  of  said  Board  of  Directors 
may  summarily  dismiss  him  or  them  from  office,  declare  such  office  vacant 
and  elect  his  successor. 

Sec,  5.  The  duties  of  the  officers  of  this  Corporation  shall  be  as  fol- 
lows : 

President,  (a)  The  President  shall  preside  at  all  meetings  of  stock- 
holders and  Directors,  unless  the  stockholders  shall  designate  some  other 
j)erson.      (b)     The    President    shall   sign   all   certificates   of   stock   and   all 

1.3 — See  generally  as  to  holding  meetings  of  directors  out  of  the  state, 
Cook  on  Corporations,   §713a;   Clark   &   M.,  Corp.,   §  679g. 

14 — j^ee  as  to  meetings  of  directors,  Cook  on  Corporations,  §  713a; 
Clark  &  M.,   Corp..   §§  676-683. 

15 — See  generally,  Cook  on  Corporations,  §§712  et  seq.;  Clark  &  M., 
Corp.,   §  661. 


BY-LAWS.  705 

contracts  and  other  instruments  in  writing  and  shall  perform  such  other 
duties  as  may  be  assigned  to  him  by  the  Board  of  Directors. lo 

Secretary,  (a)  It  shall  be  the  duty  of  the  Secretary  to  keep  the 
record  of  the  proceedings  of  the  Board  of  Directors  and  stockholders, 
(b)  lie  shall  also  sign  all  certificates  of  stock  with  the  President,  {".j 
lie  shall  keep  the  Corporate  seal  of  the  Corporation  and  affix  the  same 
to  any  certificate  of  stock,  which  may  be,  by  him  and  the  1- resident, 
legally  issued,  and  make  the  corresponding  entries  in  any  book  which 
may  be  kept  for  the  purpose,  (d)  He  shall  also  serve  all  notices  required 
either  by  law  or  by  the  By-Laws  of  this  Company. i^ 

Trea.surer.  The  Treasurer  shall  keep  and  receive  the  funds  of  the  Cor- 
I»oration  and  pay  out  the  same  only  by  direction  of  the  President  and 
Board   of   Directors.is 

Vice  President.  In  the  absence  of  the  President  the  Vice  President 
shall  perform  all  duties  which  should  be  performed  by  the  President  were 
he   present. 

In  the  event  of  absence,  inability  or  refusal  to  act,  of  any  of  the 
officers  of  this  Corporation  the  Board  of  Directors  may  appoint  some 
one  of  their  numbei'  to  perform  his  or  their  respective  duties. 

Article   5. 

Order  of  Business. 

The  order  of  business  at  all  meetings  of  the  Board  of  Directors  shall 

be  as  follows: 

(1)  Eoll  call. 

(2)  Reading  of  minutes  of  last   meeting. 

(3)  Consideration  of  communications. 

(4)  Eesignations  and  elections. 

(5)  Eeports  of  officers  and  employes. 

(6)  Reports  of  committees. 

(7)  Unfinished   business. 

(8)  Original  resolutions  and  new  business, 

(9)  Adjournment. 

Article  6. 

Alteration  or  Repeal. 

These  by-laws,  or  any  of  them,   may  be  altered,  amended,  added  to  or 

repealed  at  any  meeting  of  the  Board  of  Directors  by  a    

vote  thereof. 10 

See  generally  as  to  by-laws,  Cook  on  Corporations,  §§4a,  268,  382,  708, 
725;   Clark  &  M.,  Corp.,   §§636-643. 

16 — See  as  to  the  powers  of  the  president,  Cook  on  Corporations,  §  716; 
Clark  &  M.,  Corp.,  §  701. 

17 — See  as  to  powers  of  the  secretary,  Cook  on  Corporations,  §  717; 
Clark  &  M.,  Corp.,  §  704. 

18 — See  as  to  the  powers  of  the  treasurer.  Cook  on  Corporations,  §  717; 
Clark  &  M.,  Corp.,  §  703. 

19 — See  as  to  amendment  or  repeal  of  bylaws,  Cook  on  Corporations, 
§4a;  Clark  &  M.,  Corp.,  §640. 


706      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1167. 

BY-LAWS— (ANOTHER  ILLINOIS  TORM). 

By-Laws  of 

Article  1. 
Government. 
Section    1.     Government    and    Control.      The    Government    and    Control 
of  the  Company  shall  be  vested  in  the  Board  of  Directors. 

Article  2. 
Stockholders. 

Section  1.  Annual  Meeting.  The  Annual  Meeting  of  the  stockholders 
of  the  Company  shall  be  held  at  ,  in  the  City  of  Chicago,  Illi- 
nois, on  the  first of ,  in  each  year,  at o  'clock 

in    the    noon,    for   the   purpose   of   electing   directors   and   for   the 

transaction   of   such   other   business   as   may   be   brought   before   the   meet- 
mg.i 

Sec.  2.  Notice  of  Annual  Meeting.  Notice  of  the  Annual  Meeting 
shall  be  mailed  at  least  ten  days  prior  to  the  meeting,  to  each  registered 
stockholder  at  his  address  as  the  same  appears  on  the  books  of  the  com- 
pany. 2 

Sec.  3.  Special  Meeting.  Special  meetings  of  the  stockholders  for  any  pur- 
pose  or  purposes,  may  be  held  as  provided  by  law. 

See.  4.  Voting.  At  all  stockholders'  meetings,  stockholders  may  vote 
in  person  or  by  proxy,  and  all  questions  except  such  questions,  the  manner 
of  deciding  which  is  especially  regulated  by  statute,  shall  be  determined 
by  a  majority  in  interest  vote  of  the  stockholders  present  in  person  or  by 
proxy.3 

Sec.  5.  Tellers.  At  all  meetings  of  the  stockholders,  the  Chairman  shall 
appoint  three  tellers,  who  shall  act  as  Inspectors  of  Election,  and  deter- 
mine the  validity  of  Proxies  and  pass  upon  the  qualifications  of  all  per- 
sons offering  to  vote  at  such  meetings,  and  count  the  ballots.* 

Sec.  6.  Order  of  Business.  The  following  shall  be  the  order  of  busi- 
ness  at   all   annual   meetings   of   the   stockholders: 

1.  All  persons  claiming  to  hold  proxies  shall  present  them  to  the  Tellers 
for  verification. 

2.  Eeading   of   the   minutes  of   preceding  meeting,   and   action   thereon. 

3.  Eeports  of  Officers. 

4.  Eeports  of  Committees. 

5.  Election  of  Directors. 

6.  Unfinished  business. 

7.  New  business. 

1 — See  generally  as  to  corporate  meetings,  Cook  on  Corporations,  §§602- 
627;  Clark  &  M.,  Corp.,  §§  644-651. 

2 — See  as  to  necessity  of.giving  notice  of  annual  meeting,  Cook  on  Corpora- 
tions,  §§594-595;   Clark  &  M.,  Corp.,    §647. 

3 — See  as  to  voting  rights  nf  stockholders,  Cook  on  Corporations,  §§  269. 
468.  605-609a,   612,  622;   Clark  &  M.,  Corp.,   §§652-658. 

4 — See  as  to  inspectors  of  election,  Cook  on  Corporations,  §605;  Clark 
&  M.,  Corp.,  §  649b. 


BY-LAWS.  707 

Article  3. 
Board  of   Direftors. 

Section  1.     Number  and  Term  (if  Onicc.     A  Board  of   

Directors  shall  be  chosen  annually  by  the  stockholders  at  their  annual 
meeting.  Each  Director  elected  at  the  annual  meeting  of  the  stock- 
holders shall  serve  for  the  term  of  one  year  and  until  his  successor  shall 
have  been   duly  chosen  and  qualified.!"' 

Sec.  2.  Vacancies.  In  case  of  any  vacancy  among  the  Directors  through 
death,  resignation,  disqualification  or  other  cause,  the  remaining  Directors 
by  affirmative  vote  of  a  majority  thereof  may  elect  a  successor  to  hold 
office  for  the  unexpired  portion  of  the  term  of  the  Director  whose  place 
shall  be  vacant,   and  until  the  election   of  liis  successor.') 

Sec.  3.  Place  of  Meeting.  All  regular  meetings  of  the  Board  of  Di- 
rectors shall  be  held  at  the  general  office  of  the  Company  in  the  City  of 
Chicago,  Illinois,  or  at  such  other  place  in  the  State  of  Illinois  as  the 
Board  of  Directors  may  from  time  to  time  by  resolution  determine.  Spe- 
cial meetings  of  the  Board  of  Directors  shall  be  held  at  the  place  specified 
in  the  call  therefor,  and  notice  thereof.  The  Board  of  Directors  may  hold 
a  meeting  at  a  place  outside  of  the  State  of  Illinois,  if  such  meeting  be 
authorized  (as  provided  by  statute)  by  a  vote  of  two-thirds  of  the  Di- 
rectors at  a  regular  meeting  of  the  board  of  Directors  held  in  the  State 
of  Illinois.  The  action  of  any  meeting  held  outside  of  said  State  not 
l)reviously  authorized  by  a  vote  of  two-thirds  of  the  Directors  at  a  regular 
meeting  held  within  the  State  shall  be  valid  if  the  acts  of  such  meeting  be 
ratified  by  a  vote  of  two-thirds  of  the  Directors  at  a  regular  meeting  held 
within  the  State.T 

See.  4.  Regular  Meetings.  The  Board  of  Directors  shall  hold  a  meeting 
at  the  principal  office  of  the  Company  on  the  day  immediately  preceding 

the  annual  meeting  of  the  stockholders  at  the  hour  of    in  the 

noon  of  said  day,  and  with  the  exception  of  the  month  in  which 

such  annual  stockholders'  meeting  shall  be  held,  shall  hold  a  meeting  on 

the  first    after  the    day  of  each  month,  if  not  a  legal 

holiday,  and  if  a  legal  holiday,  then  on  the  next  succeeding  business  day. 
All  meetings  of  the  Board  of  Directors  by  this  section  provided  for,  save 
the  meeting  hereinafter  provided  to  be  held  immediately  after  the  annual 

meeting  of  the  stockholders,  shall  be  held  at o  'clock M., 

or  at  such  other  hour  as  the  Board  may  from  time  to  time  by  resolution 
appoint.  Immediately  after  the  adjournment  of  the  annual  meeting  of 
the  stockholders  of  the  Company,  the  newly  elected  directors  shall  meet 
for  the  purpose  of  organization,  the  election  of  officers,  and  the  transaction 
of  other  business.  No  notice  shall  be  required  for  such  meeting  or  of  the 
meeting  hereinbefore  provided  to  be  held  on  the  day  immediately  pre- 
ceding the  annual  meeting  of  stockholders. 

The  Secretary  shall  give  notice  of  each  of  the  meetings  hereinbefore 
provided  for,  save  the  meeting  to  be  held  immediately  after  the  adjourn- 

5 — See  generallv  as  to  election  of  directors,  Cook  on  Corporations,  §§  602- 
627;  Clark  &  M.,  Corp.,  §§  649-651,  660. 

6 — See  as  to  vacancies  in  board  of  directors,  Cook  on  Corporations,  §§  708- 
712;  Clark  &  M..  Corp.,  §660. 

7 — See  as  to  place  of  meeting  by  directors.  Cook  on  Corporations,  §  713a; 
Clark  &  M.,  Corp.,  §  679. 


708   CORPORATION  FORMS  AND  PRECEDENTS. 

ment  of  the  annual  meeting  of  the  stockholders,  and  the  meeting  on  the 
day  preceding  such  annual  meeting  of  stockholders,  by  mailing  the  same 
at  least  five  days  before  the  day  of  such  meeting,  or  by  telegraphing  the 
same  at  least  two  days  before  the  day  of  such  meeting,  to  each  director  at 
his  last  known  postoffice  address,  but  such  notice  may  be  waived  by  any 
Director.8 

Sec.  5.  Special  Meetings.  Special  meetings  of  the  Board  of  Directors 
shall  be  held  whenever  called  by  the  direction  of  the  President,  or  any 
two  of  the  Directors.  The  Secretary  shall  give  notice  of  each  special  meet- 
ing by  mailing  the  same  at  least  five  days  before  the  day  of  such  meeting, 
or  by  telegraphing  the  same  at  least  two  days  before-  the  day  of  such 
meeting,  to  each  director  at  his  last  known  postoffice  address,  but  such  notice 
may  be  waived  by  any  director.  When  all  the  directors  shall  be  present 
at  any  meeting,  however  called  or  notified,  or  shall  sign  a  written  consent 
thereto  on  the  record  of  such  meeting,  the  acts  of  such  meeting  shall  be  as 
valid  as  if  legally  called  and  notified.9 

Sec.  6.  Quorum.  A  majority  of  the  Board  of  Directors  shall  constitute 
a  quorum  for  the  transaction  of  business,  except  where  otherwise  provided 
by  statute  or  by  these  By-Laws,  but  if  at  any  meeting  of  the  Board,  there 
be  less  than  a  quorum  present,  a  majority  of  those  present  may  adjourn  the 
meeting  from  time  to  time.io 

Sec.  7.  Order  of  Business.  The  Board  of  Directors  may  from  time  to 
time  determine  the  order  of  business  at  their  meetings.  The  usual  order  of 
business  at  such  meetings  shall  be  as  follows: 

1.  Roll  call;   a  quorum  being  present, 

2.  Eeading  of  minutes  of  preceding  meeting,  and  action   thereon. 

3.  Consideration  of  communications  to  the  Board.  ^ 

4.  Eeports  of  Officers. 

5.  Eeports  of  Committees. 

6.  Unfinished  business. 

7.  Miscellaneous  business. 

8.  New  business. 

Article  4. 

Executive   Committee   and    Other    Committees. 

Section  1.  Executive  Committee.  There  shall  be  an  Executive  Com- 
mittee consisting  of  the  President,  the  Treasurer,  and  three  other  per- 
sons who  shall  be  members  of  the  Board  of  Directors  and  who  shall  be 
elected  by  the  Board  of  Directors  annually  at  their  first  meeting  after 
the  annual  meeting  of  the  stockholders.  During  the  intervals  between 
m.eetings  of  the  Board  of  Directors  the  Executive  Committee  shall  possess 
and  may  exercise  all  the^ powers  of  the  Board  of  Directors  in  the  man- 
agement and  direction  of  the  affairs  of  the  Company  in  such  manner  as 
they  shall  deem  best  for  the  interests  of  the  Company  in  all  cases  in 
which   specific  directions  shall  not  have  been   given  by  the  Board  of  Di- 

8 — See  as  to  regular  meetings  of  directors,  Cook  on  Corporations,  §  713a; 
Clark  &  M.,  Corp.,  §  676-G80. 

9 — See  as  to  notice  of  meetings,  Cook  on  Corporations,  §712;  Clark  & 
M.,  Corp.,   §680. 

10 — See  as  to  quorum  at  directors'  meetings.  Cook  on  Corporations, 
§  713a;  Clark  &  M.,  Corp.,  §  681. 


BY-LAWS.  709 

rectors.  Regular  miuutes  of  the  proceedings  of  the  Committee  shall  be 
kept  in  a  book  provided  for  that  purpose.  All  action  by  the  Executive 
Committee  shall  be  reported  to  the  Board  at  its  meeting  next  succeeding 
such  action,  and  shall  be  subject  to  revision  or  alteration  by  the  Board; 
provided,  that  no  rights  of  third  parties  shall  be  affected  by  any  such 
revision  or  alteration.  Vacancies  in  the  Executive  Committee  shall  be 
filled  by  the  Board  of  Directors  by  election  from  the  directors.  The 
presence  of  a  majority  shall  be  necessary  to  constitute  a  quorum,  and  in 
every  case  the  affirmative  vote  of  a  majority  of  the  members  of  the  Com- 
mittee shall  be  necessary.  Such  Committee  shall  fix  its  own  rules  of  pro- 
cedure, and  shall  meet  where  and  as  provided  by  such  rules  or  by  resolu- 
tion of  the  Board;  and  shall  also  meet  at  the  call  of  the  President  or  of 
any  two  members  of  the  Committee,  The  President  shall  be  Chairman  of 
such  Comraittee.il 

Sec.  2.  Other  Coramittees.  From  time  to  time  the  Board  of  Directors 
by  the  affirmative  vote  of  a  majority  of  the  whole  board  may  appoint  any 
other  Committee  or  Committees  for  any  purpose  or  purposes,  and  such 
Committee  or  Committees  shall  have  and  may  exercise  such  powers  as  shall 
be  conferred  or  authorized  by  the  resolution   of  appointment. 

Article  5, 
Officers. 

Section  1.  Officers.  The  Officers  of  the  Company  shall  consist  of  a 
President,  a  Vice  President,  or  more  than  one  Vice  President,  a  Secre 
tary,  one  or  more  Assistant  Secretaries,  a  Treasurer,  one  or  more  As- 
sistant Treasurers,  an  Auditor,  one  or  more  Assistant  Auditors,  and  such 
other  officers  as  shall  from  time  to  time  be  provided  for  by  the  Board  of 
Directors.  Such  officers  shall  be  elected  by  ballot  at  the  first  meeting 
of  the  Board  of  Directors  after  the  annual  election  of  Directors  vrhen 
there  shall  be  a  quorum,  and  shall  hold  office  for  one  year  and  until  their 
respective  successors  shall  have  been  duly  elected  and  qualified;  pro- 
vided, however,  that  all  officers,  agents,  and  employes  of  the  Company 
shall  be  subject  to  removal  at  any  time  by  the  affirmative  vote  of  a  ma- 
jority of  all  the  Directors.  In  its  discretion  the  Board  of  Directors,  by 
a  vote  of  a  majority  thereof,  may  leave  unfilled  for  any  such  period  as 
it  may  fix  by  resolution,  any  office  except  those  of  President,  Treasurer, 
Secretary  and  Auditor. 

Sec.  2.  Powers  and  Duties  of  President.  Subject  to  toe  control  of 
the  Board  of  Directors,  the  President  shall  have  general  charge  of  the 
affairs  of  the  Company.  He  shall  have  supervision  over  and  direction 
of  all  officers  and  employes  of  the  Company,  and  shall  see  that  their 
duties  are  properly  performed.  He  shall  sign  and  execute  all  authorized 
bonds,  contracts  or  other  obligations  in  the  name  of  the  Company,  and 
with  the  Secretary  or  an  Assistant  Secretary  shall  sign  all  certificates 
of  the  shares  of  the  capital  stock  of  the  Company.  He  shall  preside 
at  all  meetings  of  the  Board  of  Directors,  and  by  virtue  of  his  office 
he  shall  be  a  member  and  chairman  of  the  Executive  Committee.  He  shall 
each   year   present   an   annual   report   of   the   preceding  year's  business   to 

11 — See  as  to  executive  Committee,  Cook  on  Corporations,  §  715;  Clark  & 
M.,  Corp.,  §§  731,  732. 


710      CORPORATION  FORMS  AND  PRECEDENTS. 

the  Board  of  Directors  at  their  meeting  immediately  preceding  the  annual 
meeting  of  the  stockholders, — which  report  shall  be  read  at  the  annual 
meeting  of  the  stockholders.  He  shall  do  and  perform  such  other  duties 
as  from  time  to  time  may  be  assigned  to  him  by  the  Board  of  Directors.i- 
Sec.  3.  Powers  and  Duties  of  Vice  President.  Each  Vice  President 
shall  have  such  powers  and  shall  perform  such  duties  as  may  be  assigned 
to  him  by  the  Board  of  Directors  of  the  Company. 

Sec.  4.  Powers  and  Duties  of  Secretary.  The  Secretary  shall  keep 
the  minutes  of  all  meetings  of  the  Board  of  Directors  and  the  minutes 
of  all  meetings  of  the  stockholders,  and  also  when  requested  by  a  Com- 
mittee, the  minutes  of  such  Committee,  in  books  provided  for  that  pur- 
pose. He  shall  attend  to  the  giving  and  serving  of  all  notices  of  the 
Company.  He  may  sign  with  the  President,  in  the  name  of  the  Com- 
pany, all  contracts,  authorized  by  the  Board  of  Directors  or  by  the  Execu- 
tive Committee  and  when  so  ordered  by  the  Board  of  Directors  or  the  Execu- 
tive Committee  he  shall  affix  the  seal  of  the  Company  thereto.  He  shall 
have  charge  of  all  books,  documents  and  papers  properly  belonging  to  his 
office  and  of  such  other  books  and  papers  as  the  Board  of  Directors  or 
the  Executive  Committee  may  direct.  He  shall  in  general  perform  all 
the  duties  incident  to  the  office  of  Secretary,  subject  to  the  control 
of  the  Board  of  Directors  and  of  the  Executive  Committee,  and  shall 
do  and  perform  such  other  duties  as  from  time  to  time  may  be  assigned 
to  him  by  the  Board  of  Directors  or  by  the  Executive  Committee.is 

Sec.  5.  Assistant  Secretaries.  Each  Assistant  Secretary  shall  have 
such  powers  and  shall  perform  such  duties  as  shall  be  assigned  to  him 
by  the  Board  of  Directors  of  the  Company. 

Sec.  6.  Powers  and  Duties  of  Treasurer.  The  Treasurer  shall  act 
as  the  financial  agent  for  the  Company  for  the  receipt  and  disbursement 
of  its  funds.  He  shall  safely  keep  and  account  for  all  moneys  and  funds 
that  shall  come  into  his  hands,  and   shall   deposit  the  same  to  the  credit 

of  the   Company  under  the  na,me  ' '  Treasurer 's   Account   of    

Company"  in  such  bank  or  banks  or  depositary  as  the  Board  of  Directors 
may  designate.  The  Treasurer  shall  keep  account  of  all  receipts  and 
disbursements,  and  whenever  required  by  the  Board  of  Directors  or  the 
Executive  Committee,  shall  render  a  statement  of  his  cash  account.  He 
shall  do  and  perform  such  other  duties  as  may  from  time  to  time  be 
assigned  to  him  by  the  Board  of  Directors.i* 

Sec.  7.  Assistant  Treasurers.  Each  Assistant  Treasurer  shall  have 
such  powers  and  perform  such  duties  as  may  be  assigned  to  him  by  the 
Board  of  Directors. 

Sec.  8.  Powers  and  Duties  of  Auditor.  The  Auditor  shall  have  charge 
of  all  the  principal  books  of  account  of  the  Company,  which  shall  be 
kept  in  his  office,  and  he  shall  also  be  charged  with  the  general  supervision 
and  direction  of  all  the  accounts  of  the  various  departments  of  the  Com- 
pany. He  shall  have  general  charge  of  the  bookkeeping  of  the  Company 
at  all  its  different  places  of  business,  and  shall  make  full  and  complete 

12 — See  as  to  powers  and  duties  of  the  president,  Cook  on  Corporations, 
§  716;  Clark  &  M.,  Corp.,  §  701. 

13 — See  as  to  powers  and  duties  of  the  secretary.  Cook  on  Corporations, 
§  717;  Clark  &  M.,  Corp.,  §  704. 

14 — See  as  to  powers  and  duties  of  the  treasurer.  Cook  on  Corporations, 
§  717;  Clark  &  M.,  Corp.,  §  703. 


BY-LAWS.  711 

tabulated  statcmeuts  of  the  business  of  the  Company.  He  shall  require 
of  the  different  managers  and  agents  of  the  Company  such  tabulated 
statements  as  will  assist  him  in  giving  clear  and  comprehensive  reports 
of  the  Company's  business  to  the  Board  of  Directors.  He  shall  see  that 
the  books  of  account  are  kept  in  proper  form  and  correctly.  Upon  his 
discovering  any  tlelinquency  in  accounts  of  managers  or  agents  of  the 
Company,  he  shall  report  the  same  in  writing,  along  with  the  name  of 
the  delmciuent,  to  the  K.xecutive  Committee  or  the  Board  of  Directors. 
All  payments  shall  be  made  upon  voucher  and  be  examined  and  approved 
by  him,  and  it  shall  be  his  duty  to  see  that  vouchers  are  returned  for  all 
disbursements  made,  and  that  such  vouchers  are  filed  and  preserved.  He 
shall  jjrescribe  the  dififerent  forms  and  blanks  to  be  used  so  as  to  pre- 
serve as  nearly  as  possible  uniformity  in  the  same.  He  shall  furnish  such 
information  from  his  books  as  may  be  desired  by  the  Board  of  Directors 
or  by  the  Executive  Committee.  He  shall  do  and  perform  such  other 
duties  as  from  time  to  time  may,  be  assigned  to  him  V>y  the  Board  of 
Directors.15 

Sec.  9.  Assistant  Auditors.  Each  Assistant  Auditor  shall  have  such 
powers  and  shall  perform  such  duties  as  may  be  assigned  to  him  by  the 
Board  of  Directors. 

Article  6. 

Stock  Certificates  and  Transfers. 

Section  1.  Stock  Certificates  and  Transfers.  All  certificates  for  shares 
of  the  capital  stock  of  the  Company  shall  be  signed  by  the  President,  or 
a  Vice  President  duly  authorized  by  the  Board  of  Directors  so  to  do, 
and  the  Secretary  or  an  Assistant  Secretary.  All  certificates  shall  be 
consecutively  numbered  in  progression  beginning  with  number  one.  Each 
certificate  shall  show  upon  its  face  the  name  of  the  person  owning  the 
tdiares  represented  thereby  with  the  number  of  such  shares  and  the  date 
of  issue  and  that  the  stock  thereby  represented  is  transferable  only  upon 
the  books  of  the  Company  and  upon  the  surrender  of  such  certificate. is 
A  stock  transfer  book,  known  as  the  Stock  Eegister,  shall  be  kept,  in 
which  shall  be  entered  the  number  of  each  certificate  issued,  and  the  name  of 
the  person  owning  the  shares  represented  thereby  with  the  number  of 
such  shares  and  the  date  of  issue.  The  transfer  of  any  share  or  shares 
of  stock  in  the  Company  may  be  made  by  a  surrender  of  the  certificate 
issued  therefor  and  a  written  assignment  thereof  by  the  owner  or  his 
duly  authorized  attorney  in  fact.  Upon  such  surrender  and  assignment 
a  new  certificate  or  certificates  shall  be  issued  to  the  assignee  as  he  may 
be  entitled,  but  without  such  surrender  and  assignment  no  transfer  of  stock 
will  be  recognized  by  the  Company.'^  The  Board  of  Directors  shall  have 
power  and  authority  to  make  all  such  rules  and  regulations  as  it  shall 
deem  expedient  concerning  the  issue,  transfer  and  registration  of  certifi- 
cates for  shares  of  the  capital  stock  of  the  Company,  and  may  appoint 
transfer   agents   and   registrars   of   transfer,   or   either   of   them,   and   may 

.15 — See  as  to  auditors,  Cook  on  Corporations,  §  720. 

16 — See  generally  as  to  form  and  execution  of  stock  certificates.  Cook 
on  Corporations.  §  13;  Clark  &-  M..  Corp..  §424. 

17 — See  generally  as  to  formalities  of  transferring  stock,  Cook  on  Cor- 
porations, §§372-384;  Clark  &  M.,  Corp.,  §§582-592. 


712   CORPORATION  FORMS  AND  PRECEDENTS. 

require  all  stock  certificates  to  bear  the  signature  of  either  or  both.  The 
stock  transfer  books  shall  be  closed  ten  days  before  each  meeting  of  the 
stockholders,  and  during  such  period  no  stock  shall  be  transferable.is 

Article  7. 
Cash,  Notes  and  Bonds. 

Section    1.     Checks.      Funds    of    the    Company    deposited    in   banks   and 

other  depositaries  to  the  credit  of  the  Treasurer's  Account  of 

Company,  shall  be  drawn  from  such  banks  and  de- 
positaries by  checks  signed  by  the  President,  a  Vice  President  duly 
authorized  by  the  Board  of  Directors  so  to  do,  or  Treasurer  and  counter- 
signed by  the  Auditor,  or  an  Assistant  Auditor  duly  authorized  by  the 
Board  of  Directors  so  to  do.  Whenever  branches  of  the  Company  shall 
be  established  the  managers  of  such  branches  shall  deposit  all  moneys 
leceived  to  the  credit  of  the  Company  and  in  its  name  in  such  bank  or 
banks  and  depositaries  as  the  Board  of  Directors  may  designate.  Funds 
so  deposited  to  the  credit  and  in  the  name  of  the  Company  may  be  drawn 
from  such  places  of  deposit  upon  checks  signed  as  hereinbefore  provided, 
or  by  such  person  or  persons  as  may  be  duly  authorized  by  the  Board 
of  Directors  by  power  of  attorney,  which  said  power  of  attorney  shall  be 
duly  executed  by  the  President,  a  Vice  President  duly  authorized  by 
the  Board  of  Directors  so  to  do,  or  the  Treasurer  and  attested  by  the 
'  Secretary  or  an  Assistant  Secretary  under  the  official  seal  of  the  Com- 
pany. 

Sec.  2.  Notes  and  Other  Evidences  of  Indebtedness.  Notes  given  by 
the  Company  shall  be  valid  only  when  signed  by  the  President,  a  Vice 
President  duly  authorized  by  the  Board  of  Directors  so  to  do,  or  Treasurer 
and  countersigned  by  the  Auditor  or  an  Assistant  Auditor  duly  authorized 
by  the  Board  of  Directors  so  to  do.  Bills  receivable,  drafts  and  other 
evidences  of  indebtedness  to  the  Company  shall,  for  the  purpose  of  dis- 
count and  collection,  be  endorsed  by  the  President,  a  Vice  President  duly 
authorized  by  the  Board  of  Directors  so  to  do.  Treasurer,  Auditor,  or  an 
Assistant  Auditor  duly  authorized  by  the  Board  of  Directors  so  to  do, 
or  such  other  person  or  persons  as  the  Board  of  Directors  may  from  time 
to  time  authorize  so  to  do. 

Sec.  3.  Bonds.  The  President,  or  a  Vice  President  if  such  Vice  Presi- 
dent be  duly  authorized  by  the  Board  of  Directors  so  to  do,  or  the  Treasurer 
shall  have  authority  to  execute  bonds  in  the  name  of  the  Company  in  all 
legal  proceedings  in  which  the  Company  may  be  interested  as  a  party. 
Such  bonds  shall  also  be  attested  by  the  Secretary  or  an  Assistant  Secre- 
tary under  the  official  seal  of  the  Company. 

Article  8. 

Fiscal  Year. 

Section  1.  Fiscal  Year.  The  Fiscal  year  of  the  Company  shall  begin 
on  the  first  day  of  January  and  end  on  the  thirty-first  day  of  December 
in   each   year. 

18 — See  as  to  the  closing  of  the  transfer  books.  Cook  on  Corporations, 
§§539-540,  611;  Clark  &  M.,  Corp.,  §560. 


BY-LAWS.  713 

Article  9. 

Amendment   of  By-Laws. 

Section  1.  Amendment  of  By-Laws.  These  By-Laws  may  be  altered, 
amended  or  repealed  at  any  regular  meeting  of  the  Board  of  Directors 
by  a  vote  of  the  majority  of  the  same,  or  at  any  special  meeting  of  the 
Board  of  Directors  when  all  the  Directors  are  present,  by  a  vote  of  the 
majority    so    present. 

Form  1168.  ^ 
BY-LAWS— (SOUTH  CAROLINA  CORPORATION). 

COTTON     MILL.S    COMPANY — BYLAWS. 

Article  I. 
Title,  Location,  Corporate  Seal. 

1.  The   title   of  this  corporation   shall   be  " Cotton   Mills 

Company. 1 ' ' 

2.  The  principal  office  of  this  corporation  shall  bo  in  or  near  the 
city  of  Greenville,  South  Carolina,  but  this  corporation  may  have  other 
offices  at  such  places  as  the  board  of  directors  shall  designate  and  the 
business  of  this  corporation  may  require.2 

3.  This  corporation  shall  have  a  corporate  seal  which  shall  be  of 
such  form  and  device  as  the.  board  of  directors  may  determine.  It 
shall  have  inscribed  thereon  the  name  of  this  corporation  and  the  year 
of  its  creation,  and  the  words  "Corporate  Seal,  South  Carolina."  The 
directors  may  change  the  form  and  device  and  inscription  of  the  seal 
at  pleasure.  The  directors  may,  if  they  deem  advisable,  provide  more 
than  one  seal  press  for  making  imprints  of  the  corporate  seal  and  make 
suitable  regulations  and  provisions  for  the  custody  and  use  thereof.3 

Article  IL 
Capital  Stock. 
The    capital    stock    of   this   corporation    shall   be    divided    into    shares 
of   the   par   value   of   one   hundred   dollars    ($100)    each,  and   into   three 
classes,  to  wit:* 

Guaranteed  slock.s 

Preferred  stock.o 

Common    stock. 

The   designations,   preferences,   restrictions,   and    qualifications    of   the 

shares  of  this  corporation  shall  be,  and  they  are  hereby,  fixed  as  follows: 

1 — See  as  to  the  corporate  name,  Cook  on  Corporations,  §15;  Clark  & 
M.,  Corp.,   §§  11,  50-56. 

2 — See  as  to  the  principal  office.  Cook  on  Corporations,  §§  1,  572a;  Clark 
&  M.,  Corp.,  §§  114  122. 

3 — See  as  to  the  corporate  seal.  Cook  on  Corporations,  §§13,  721,  722; 
Clark  &  M.,  Corp.,  §§  12,  192. 

4 — Sec  generally  as  to  capital  stock,  Cook  on  Corporations,  §  12;  Clark. 
&  M.,  Corp.,  §§374  378. 

5^-See  for  definition  of  guaranteed  stock.  Cook  on  Corporations,  §267; 
Clark  &  M..  Corp..   §  414. 

6 — See  generally  as  to  preferred  stock,  Cook  on  Corporations,  §§267-278; 
Clark   &   M.,  Corp.,   §§413-421. 


714      CORPORATION  FORMS  AND  PRECEDENTS. 

Guaranteed  stock: 
Holders  of  guaranteed  stock  of  this  corporation  shall  be  entitled  to 
receive  when  and  as  declared  from  the  surplus  or  net  profits  preferred 
cumulative  dividends  at  the  rate  of  seven  per  cent.  ("%)  per  annum, 
and  no  more,  payable  quarterly  on  the  first  days  of  July,  October',  Jan- 
uary, and  April  of  each  year  after  issue,  and  shall  have  preference 
ill  case  of  liquidation,  dissolution,  or  winding  up  (whether  voluntary 
01  involuntary)  of  the  corporation,  both  as  to  par  value  and  accumula- 
tive dividends,  with  interest  at  seven  per  cent.  (7%)  per  annum,  from 
date  of  maturity  on  any  unpaid  dividends,  over  all  other  stocks.  No 
dividend  shall  be  paid  on  any  other  class  of  stock  until  all  dividends 
due  on  the  Guaranteed  stock,  with  interest  thereon,  shall  have  been 
paid.  Shares  of  Guaranteed  stock  issued  between  the  dates  fixed  for 
the  payment  of  dividends  shall  be  entitled  at  the  next  dividend  day 
to  a  dividend  at  the  rate  aforesaid  for  the  current  quarter  during 
which  said  stock  shall  have  been  issued.  The  original  issue  of  Guar- 
anteed stock  is  limited  to  two  million  dollars  ($2,000,000),  which  may 
be  increased  to  three  million  dollars  ($3,000,000),  by  the  sale  foi  cash 
at  not  less  than  par  of  additional  Guaranteed  stock  for  the  purpose 
of  acquiring  additional  property.  It  may  be  increased  beyond  three 
million  dollars  ($3,000,000)  only  upon  the  written  consent  or  vote  in 
a  stockholders'  meeting  of  holders  of  eighty  per  cent,  of  the  Guar- 
ateed  stock  at  the  time  outstanding.  In  no  case  shall  Guaranteed  stock 
be  issued  in  a  proportion  greater  than  "bne  share  of  Guaranteed  stock 
to  three  shares  of  Preferred  stock.  No  mortgage  or  other  lien  shall 
be  placed  on  any  of  the  real  estate  or  machinery  of  this  corporation, 
or  hereafter  on  real  estate  or  machinery  of  any  corporation  controlled 
by  it,  except  upon  written  consent  or  vote  in  a  stockholders'  meeting 
of  holders  of  eighty  per  cent,  of  the  Guaranteed  stock  at  the  time 
outstanding.  No  dividends  shall  be  paid  on  the  Common  stock  until 
there  shall  have  been  set  up  out  of  earnings  a  reserve  for  depreciation 
equal  to  at  least  two  and  one-half  per  cent,  per  annum  on  the  par  value 
of  the  outstanding  Guaranteed  and  Preferred  stocks  for  each  year  after 
April  1,  1911,  which  reserve  shall  be  at  least  equivalent  to  sixty  cents 
per  annum  for  each  spindle  in  the  properties  owned  or  controlled  by 
this  corporation:  provided,  however,  that  such  reserve  may  in  any 
year  be  decreased  by  the  amount  charged  off  for  depreciation  of  prop- 
erty owned  by  this  corporation  or  any  corporation  controlled  by  it. 
The  judgment  in  good  faith  of  the  board  of  directors  of  this  corpora- 
tion shall  be  final  as  to  the  amount  of  said  reserve  to  be  set  up  and 
the  deductions  therefrom.  For  the  purpose  of  providing  for  the  final 
retirement  of  the  Guaranteed  stock,  this  corporation  shall,  beginning 
April  1,  1917,  set  aside  annually  in  cash  out  of  earnings  of  the  pre- 
ceding year  or  years,  after  payment  of  all  dividends  with  interest 
accrued  upon  the  Guaranteed  stock,  and  before  payment  of  dividends 
on  other  stocks,  an  amount  equal  to  five  per  cent,  of  the  par  value  of 
the  outstanding  Guaranteed  stock,  to  be  known  as  "Redemption  Fund," 
which  fund  until  used  for  retirement  of  Guaranteed  stock,  as  herein- 
after set  forth,  shall  be  invested  as  the  directors  may  determine,  and 
kept  apart  from  all  other  assets  of  the  Company,  and  together  with  all 
additions  and  income  shall  constitute  a  fund  solely  for  the  purpose  of 


BY-LAWS.  715 

providing    for    the    retirement    of    Guaranteed    stock.      This    corporation 
shall    on    or    before    May    1,    in    each    year,    beginning    May    1,    1911,    by 
n  ailing  notice  to  each  holder  of  Guaranteed  stock  at  his  record  address, 
invite  offers  tendering  stock  for  sale  to  this  corporation  to  the  amount 
of  the  fund  available^  and  the  offer  or  offers  which,   in  the  opinion  of 
the   board   of    directors,   are   most   favorable   to    this   corporation    shall   be 
accepted:     provided   that   there   be   paid   for  each   share   of   said   stock   an 
amount    not    exceeding    one    hundred    and    twenty    dollars     ($120),    plus 
accrued  dividends  and   interest.     This  corporation  shall   have  the   right, 
upon  mailing  notice  to  each  holder  of  Guaranteed  stock,  at  least  si.xty 
days  prior  to  any  dividend  date,  to  retire  the  entire  issue  of  Guaranteed 
stock   by  paying  for   each   share   thereof   an   amount   equivalent   to   one 
humlred    and    twenty    dollars    (.$120),    plus    all    accrue<i    dividends    and 
accumulative  interest  thereon.     It  is  agreed  by  and   between  all  stock- 
holders of  this  corporation  that  if  any  dividend   due  upon  the  Guaran- 
teed stock  remain  unpaid  for  a  period  of  two  years  after  being  due,  or 
in    case    of    failure    to    set    aside    the    "Redemption    Fund"    hereinbefore 
provided,  for  two  years  from  the  time  required,  the  holders  of  a  majority 
of  the  Guaranteed  stock,  called  for  the  purpose,  may  nominate  directors, 
who   shall   thereupon   become   directors   of   this   corporation,   succeed  the 
directors  then  in  office,  and  forthwith  elect  officers  of  this  Corporation, 
and  such  right  on  the  part  of  the  holders  of  Guaranteed  stock  to  deter- 
mine  the    board    of   directors    shall    continue    until    all    accrued    dividends 
upon   the   Guaranteed   stock,    with    interest,   shall    have   been   paid,   and 
until  all  deficiencies  in  the  "Redemption  Fund"  shall  have  been  made 
good:     provided,  however,  that,   if   the  other  stockholders  shall  at   any 
time,  w^ithout  increasing  the  liabilities  or  decreasing  the  assets  of  this 
corporation,  provide  a  fund  sufficient  to  pay  the  accumulative  dividends 
and  interest  on  the  Guaranteed  stock  and  to  make  good  the  "Redemp- 
tion  Fund,"   the   right   to   such   control   in   the    Guaranteed   stock   shall 
at   once   cease,   and   a   meeting   of   all   the   stockholders   shall   thereupon 
be    called    to    elect    directors    who    shall    have    the    power    to    remove    the 
existing  officers  and  elect  new  ones. 

Preferred   Stock :7 

Subject  to  the  prior  rights  of  the  holders  of  the  Guaranteed  stock, 
the  holders  of  the  Preferred  stock  shall  be  entitled  to  receive,  when 
and  as  declared  by  the  board  of  directors,  from  the  surplus  or  net 
profits  of  this  corporation,  after  all  amounts  which  have  been  deter- 
mined upon  by  the  board  of  directors  shall  have  been  reserved  as  a 
working  capital,  cumulative  dividends  at  the  rate  of,  but  never  exceed- 
ing, six  per  cent.  (6C^)  per  annum,  payable  quarterly  on  the  first  days 
of  July,  October,  January,  and  April  of  each  year,  beginning  with  the 
first  day  of  July,  1911,  in  preference  and  priority  to  the  declaration  or 
payment  of  any  dividend  on  the  Common  stock.  Shares  of  Preferred 
stock  issued  between  the  dates  fixed  for  the  payment  of  dividends  shall 
be  entitled  at  the  next  dividend  date  to  a  dividend  at  the  rate  aforesaid 
for  the  current  quarter  during  which  said  stock  shall  have  been  issued. 

7 — See  as  to  the  creation  of  preferred  stock  by  by  laws,  Cook  on  Corpora- 
tions, §2GS;   Clark  &   M.,  Corp.,  §  415b. 


716   CORPORATION  FORMS  AND  PRECEDENTS. 

In   the   event   of   any   liquidation   or    dissolution   or   winding   up    (whether 
voluntary  or  involuntary)   of  this  corporation,  the  holders  of  the  Guar- 
anteed stock  shall   be   entitled  to   be  paid   one   hundred   dollars    ($100) 
per  share  and  all  unpaid  dividends  accrued  thereon,  together  with  inter- 
est at  the  rate   of  seven  per  cent.    (7%)    upon  such  unpaid  dividends, 
out  of  the  assets  of  this  corporation,  before  any  amount  shall  be  paid 
therefrom   to   other  stockholders.     After   such   payment   has   been   made 
to    the    holders    of    the    Guaranteed    stock,    there    shall    be    paid    to    the 
holders   of   the   Prefeired   stock   one   hundred   dollars    ($100)    per   share 
and    the    unpaid    dividends    accrued    thereon    before    any    amount    shall 
be  paid  to  the  holders  of  the  Common  stock.     After  such  payments  have 
been  made  in  full,  first  to  the  holders  of  the  Guaranteed  stock  and  then 
to  the  holders  of  the  Preferred  stock,  the  remaining  assets  of  this  cor- 
poration shall  be  divided  and  paid  to  the  holders  of  the  Common  stock 
according    to    their    respective    shares.      Whenever    all    cumulative    divi- 
dends on  the  Guaranteed  stock  for  all  previous  years,  together  with  any 
accrued  interest  thereon,  shall  have  been  paid  and  the  accrued  quarterly 
installments    for    the    current    year    shall    have    been    declared,    and    all 
cumulative    dividends    on    the    Preferred    stock    for    all    previous    years 
shall    have    been    paid    and    the    accrued    quarterly    installments    on    the 
I'referred    stock   for    the   current   year    shall   have   been    declared,    and 
all  amounts  shall  have  been  set  aside  as  a  reserve  for  depreciation  and 
a  fund  for  redemption  as  above  provided,  the  board   of  directors   may 
declare    dividends    on    the    Common    stock,    payable    then    or    thereafter 
out   of  any  remaining  surplus   or  net  profits.     The   holders  of  the   Pre- 
ferred  stock   shall   have   the   right   upon   any   dividend   date    to   surrender 
any   part    of  their   Preferred   stock,   and   receive   in   lieu   thereof   Common 
stock,  such  conversion  to  be  share  for  share  and  exclusive  of  declared 
dividends.      If   at   any   meeting   of   the   stockholders   after   April    1,    1921, 
the    holders    of    a    majority    of    the    outstanding    Common    stock    shall 
vote   to    terminate    the    right    to    convert    Preferred    into    Common    stock, 
the    Secretary    of    this    corporation    shall    forthwith    mail,    postage    pre- 
paid,  to   each   holder   of   the   Preferred   stock,   at   his   record  address,   a 
notice    stating    that    upon    a    designated    dividend    date,    at    least    six 
months    after    such    notice    is    mailed,    the    right    of    the    holders    of    the 
Preferred    stock    to   surrender   their    Preferred    stock    and    receive    in    lieu 
thereof    Common   stock   shall   cease   and    determine,    and,    if   upon    said 
designated    dividend    date    all    dividends    due    upon    the    outstanding    Pre- 
ferred stock   shall  have   been   paid   or   declared,   said   right   shall   so   cease 
and  determine.8 

Common   Stock. 

The  Common  stock  shall  be  subject  to  all  the  preferences  and  pro- 
Tisions  herein  stated  in  favor  of  the  Guaranteed  and  Preferred  stocks. 
Subject  to  the  foregoing  restrictions,  all  capital  stock  hereafter  au- 
thorized may  be  issued  and  allotted  in  such  amounts  and  proportions 
and  disposed  of  for  such  considerations  as  shall  from  time  to  time  be 
determined  by  the  directors. 

8 — See  generally  as  to  the  rights  of  holders  of  preferred  stock.  Cook  on 
Cbrporations,   §§267-278;   Clark  &  M.,  Corp.,   §417. 


BY-LAWS.  717 

Article  III, 

Directors. 

The  property  and  business  of  this  (•ori)oratioii  shall  be  tinder  the  man- 
agement and  entire  control  of  the  lioard  of  directors.  Each  director 
shall  at  all  times  be  the  bona  fide  holder  of  at  least  ten  shares  of 
the  cajiital  stock  of  this  corporation."  The  board  of.  directors  shall 
consist  of  nine  persons  elected  by  the  stockholders  at  iheir  organiza- 
tion meeting  and  at  each  annual  meeting  thereafter.  Each  director  shall 
continue  in  office  until  his  successor  in  office  is  chosen  in  accordance 
with  the  terms  of  these  By-laws. 'o  • 

Article  IV. 
Power    of    Directors, 

The  board  of  directors  shall  have  and  exercise  all  the  powers  of  this 
corporation  which  are  not  reserved  to  the  stockholders  by  these  By  laws 
or  by  the  laws  of  the  State  of  South  Carolina  now  or  hereafter  in 
force,!! 

Without  in  any  way  restricting  the  foregoing  general  power  and 
authority,  the  board  of  directors  shall  have  full  power  with  respect  to 
the   following  matters: — 

1.  In  case  of  resignation  of  any  director,  the  remaining  directors 
shall  have  power  to  accept  said  resignation,  and  in  case  of  any  vacancy 
existing  in  the  Vjoard  through  death,  resignation,  disqualification,  fail- 
ure to  elect  or  qualify,  or  any  other  cause  whatsoever,  the  directors 
remaining  in  office,  even  though  they  be  less  than  a  quorum,  may  elect 
a  director  to  hold  office  for  the  unexpired  portion  of  the  term  of  any 
directorship  that  shall  be  vacant,  and  until  the  election  and  qualifica- 
tion of  a  successor. 

2.  By  affirmative  vote  of  a  majority  of  the  whole  board  to  designate 
three  or  more  directors  to  constitute  an  executive  committee,  which  said 
committee  shall  have  and  may  exercise  such  powers  as  may  be  designated 
in  these  By-laws,  and  such  further  powers  as  may  be  conferred  upon  them 
by  the  board. 12 

3.  By  affirmative  vote  of  a  majority  of  the  whole  board  to  appoiut 
other  standing  committees,  which  standing  committees  shall  have  and 
may  exercise  such  powers  as  shall  be  conferred  upon  them  by  the  board 
of  directors. 

4.  To  make  provision  for  the  election  or  appointment  of  an  Advisory 
Committee  of  Stockholders,  to  consist  of  not  more  than  sixteen  mem- 
bers, who  shall  hold  their  office  for  such  time  and  shall  have  such  dutiis 
as  may  be  provided  by  the   directors. 

5.  To   elect   and   appoint   a   President,   one   or   more    l^ice-Presidents,   a 

9 — See  as  to  the  necessity  for  directors  to  be  stockholders,  Cook  on  Cor- 
porations, §§  11,  623;  Clark  &  M.,  Corp.,  §  661. 

10 — See  as  to  election  of  directors.  Cook  on  Corporations,  §§602-627; 
Clark  &  M.,  Corp.,  §  649-651,  660. 

11 — See  generally  as  to  the  powers  of  the  board  of  directors.  Cook  on 
Corporations,  §§712-714;   Clark  &  M.,  Corp.,  §§689-696 

12 — See  as  executive  committee,  Cook  on  Corporations  §  715;  Clark  &  M., 
Corp.,    §§731-732, 


718   CORPORATION  FORMS  AND  PRECEDENTS. 

Treasurer,  oue  or  more  Assistant  Treasurers,  a  Secretary  and  one  or 
more  Assistant  Secretaries,  and  to  define  their  duties,  and  in  their 
discretion  to  appoint  a  Chairman  of  the  Board  and  a  Managing  Director, 
with  such  powers  and  duties  as  may  be  defined  by  these  By-laws  and 
by  vote  of  the  board;  to  prescribe  the  duties  and  limit  the  authority 
ol  all  officers  and  agents  of  this  corporation  in  any  way  they  may  deem 
advisable,  not. contrary  to  the  laws  of  the  state  of  South  Carolina,  or 
the  express  provisions  of  these  By-laws;  to  elect,  appoint,  and  at  their 
discretion  remove  all  officers  and  committees;  to  employ  and  remove, 
at  pleasure,  managers,  agents,  clerks,  and  workmen,  and  to  require  of 
tUem  security  for  the  faithful  performance  of  their  respective  duties; 
to  confer  by  vote  or  resolution  upon  any  officer  or  committee  the  right 
to  appoint  and  remove  at  pleasure  all  officers,  managers,  agents,  clerks, 
and  workmen,  except  the  President,  the  Vice-Presidents,  the  Chair- 
man of  the  Board,  the  Managing  Director,  the  Treasurer  and  the  Sec- 
retary; and  to  make  such  rules  and  regulations  as  they  may  deem 
advisable  for  the  management  of  the  business  and  affairs  of  this  cor- 
poration not  inconsistent  with  the  laws  of  the  State  of  South  Carolina 
or  with  these  By-laws. 

6.  To  purchase,  lease,  and  acquire,  in  any  lawful  manner,  any  and 
all  real  or  personal  property,  including  franchises,  stocks,  bonds,  and 
debentures  of  other  corporations,  business  and  good  will,  patents,  trade- 
marks, and  interests  thereunder,  and  other  rights  and  properties  which 
in  their  judgment  may  be  beneficial  to  the  purposes  of  this  corporation, 
and  to  issue  shares  of  stock  of  this  corporation  in  payment  for  such 
property,  and  in  payment  for  services  rendered  to  this  corporation,  when 
they    deem   it   advisable.is 

7.  To  issue,  from  time  to  time,  the  Guaranteed,  Preferred,  and  Com- 
mon stock  of  this  corporation  now  authorized,  and  all  capital  stock 
which  shall  hereafter  be  authorized,  in  such  amounts  and  proportions, 
and  to  dispose  of  the  same  for  such  considerations  as  they  may  deter- 
mine. 

8.  To  fix  and  determine  and  to  vary,  from  time  to  time,  the  amount 
or  amounts  to  be  set  aside  or  retained  as  reserve  funds  or  as  working 
capital  of  this  corporation. 

9.  To  issue  notes,  or  other  obligations,  or  evidences  of  the  debt  of 
this  corporation,  and  to  secure  the  same,  if  deemed  advisable,  and  indorse 
and  guarantee  the  notes,  bonds,  stocks,  and  other  obligations  of  other 
corporations  with  or  without  compensation  for  so  doing,  and  from  time 
to  time,  to  sell,  assign,  transfer,  exchange,  or  otherwise  dispose  of  any 
or  all  of  the  property  of  the  corporation,  subject,  however,  to  the  pro- 
visions of  Article  II  of  these  By-laws,  and  of  the  laws  of  the  State 
of  South  Carolina.-i* 

10.  -To  declare  and  pay  dividends,  but  only  from  the  surplus  or  from 
the  net  profits  arising  from  the  business  of  this  corporation,  after  deduct- 
ing  therefrom   the   amount,    at   the   time   when   any   dividend   is    declared, 

13 See  generally  as  to  powers  of  directors,  Cook  on  Corporations^  §§  708, 

709;  Clark  &  M.,  Corp.,  §§  676,  677,  689-696. 

14 Reo  {Tcnerally  as  to  power  to  borrow  money,  guaranty,  issue  securities 

and  transfer  property,  Cook  on  Corporations;  §§  760-762;  Qark  &  M.,  Corp., 
§§  152-192, 


BY-LAWS.  719 

which  shall  have  been  set  aside  by  the  directors  as  a  reserve  fund,  or  as 
working  capital,  subject  however,  to  the  provisions  contained  in  said 
Article  II.i'- 

11.  To  hold  meetings  of  the  board  outside  of  the  State  of  South  Caro- 
lina at  such  places  as  the  board  shall  from  time  to  time  designate.i" 

12.  To  determine,  from  time  to  time,  under  what  conditions  and  regu- 
lations the  accounts  and  books  of  this  corporation,  or  any  of  them,  sh:ill 
be  opened  to  the  inspection  of  stockholders;  and  no  stockholder  sshall  have 
the  right  of  inspecting  any  account,  book,  or  document  of  this  corporation, 
except  as  conferred  by  law,  or  authorized  by  the  board  of  directors  or  by 
a  resolution  of  the  stockholders. n 

Article  V. 

Meetings  of  Stockholders  and  Election  of  Directors. 

All  meetings  of  the  stockholders  shall  be  held  within  the  State  of  South- 
■  Carolina,  at  the  principal   ollice  of  this  corporation   in  or  near  the  city  of 
Greenville.18 

The  first  annual  meeting  of  the  stockholders  shall  be  held  on  the  third 
Wednesday  of  February,  1912,  at  such  hour  as  may  be  fixed  in  the  call, 
and  thereafter  on  the  third  Wednesday  of  February  in  each  year.  Notice 
of  the  annual  meeting  shall  be  given  as  hereinafter  provided  in  the  case 
of   special   meetings. 

Special  meetings,  and,  in  case  of  failure  to  hold  the  annual  meeting  on 
the  day  designated  herein,  annual  meetings  of  the  stockholders  may  be 
called  by  the  President,  or  by  vote  or  written  order  of  a  majority  of  the 
board  of  directors  or  the  executive  committee,  or  on  demand  in  writing 
by  stockholders  of  record  owning  twenty-five  per  cent,  of  the  entire  issued 
capital  stock  of  this  corporation  entitled  to  vote;  and  written  or  printed 
notices  of  meetings  so  called,  and  of  annual  meetings,  signed  by  the  Secre- 
tary shall  be  mailed  at  least  five  days  prior  to  the  date  of  meeting  to  each 
stockholder  of  record  entitled  to  vote,  at  his  record  address.  In  case  the 
stockholder  has  no  known  address,  notice  to  him  may  be  mailed  to  the 
care  of  the  principal  office  of  the  corporation  in  South  Carolina. lo  In  the 
a,bsence  or  disqualification  from  any  cause  of  the  Secretary,  the  notices  of 
any  meeting  of  the  stockholders  may  be  given  by  the  President,  a  Vice 
President,  or  one  of  the  directors. 

At  all  meetings  of  the  stockholders,  each  stockholder  shall  be  entitled  tu 
one  vote  for  each  share  of  stock  standing  registered  in  his  name  on  the 
books  of  the  corporation,  except  as  otherwise  provided  in  Article  II  of  these 
By-laws,  and  except  that  the  Guaranteed  stock  shall  have  no  voting  power 
on  any  question  as  to  the  increase  of  the  authorized  capital  stock  by 
additional   Preferred   or   Common  stock,   or  by   any  stock   deferred  to  the 

15 — See  generally  as  to  declaration  of  dividends.  Cook  on  Corporations, 
§545;  ClarK  &  M..'Corp..  §§516-524. 

16 — See  as  to  holding  meetings  out  of  state.  Cook  on  Corporations, 
§7]3a;    Clark  &   M.,  Corp..   §  U791.. 

17 — See  gonerallv  as  to  the  stockholders'  right  to  inspect  corporate  books. 
Cook  on  Corporations,  §§511-519;   Clark  &  M.,  Corp..   §§530-5.'^.'?. 

18 — See  as  to  the  necessity  of  holding  corporate  meetings  in  the  state. 
CooH  on  Corporations.   §589;   Clark  &   M..  Corj)..  §648. 

]f> — See  generally  as  to  the  call  and  notice  of  corporate  meetings,  Cook 
on  Corporations,  §§592-602;  Clark  &  M.,  Corp.,  §§646,  647. 


720   CORPORATION  FORMS  AND  PRECEDENTS. 

Guaranteed  stock  in  respect  of  dividends  and  liens  upon  the  assets  of  this 
corporation.-o 

A  majority  in  amount  of  the  issued  stock  entitled  to  vote  shall  be  requisite 
to  constitute  a  quorum  for  the  election  of  the  directors,  or  the  transaction 
of  other  business  at  any  stockholders'  meeting:  provided,  however,  that 
less  than  a  majority  of  such  stock  may  adjourn  a  meeting  to  a  stated 
time  and  place.21  No  notice  to  stockholders  shall  be  necessary  for  any 
adjourned  meeting,  nor  shall  any  notice  be  required  when  all  the  stock- 
holders, entitled  to  vote,  waive  notice  of  said  meeting;  and,  when  all  the 
•stockholders  entitled  to  vote  meet  in  person  or  by  proxy  and  sign  a  written 
consent  on  the  records  of  the  meeting,  such  meeting  shall  be  valid  for  all 
purposes  without  call  or  notice,  and  at  such  meeting  any  corporate  action 
may  be  taken. 22  At  all  meetings  of  the  stockholders,  representation  by  proxy 
granted  not  more  than  the  period  allowed  by  law  before  the  meeting  shall 
be  allowed.  The  proxy  shall  state  on  its  face  the  meeting  at  which  it  is 
intended  for  use.23 

Article  VI. 
Meetings  of  Directors. 

Eegular  meetings  of  the  directors  shall  be  held  on  the  third  Wednesday 
of  February,  May,  August,  and  November  in  each  year,  at  such  .time  and 
place  as  may  be  fixed  by  order  of  the  directors  or  of  the  executive  com- 
mittee. Notice  of  regular  meetings,  except  that  on  the  third  Wednesday  in 
February  (which  shall  be  held  immediately  after  adjournment  of  the  stock- 
holders' meeting),  shall  be  given  as  hereinafter  provided  in  the  case  of 
special  meetings  of  the  board. 21 

Special  meetings  of  the  board  may  be  held  at  any  time  and  place  when- 
ever requested  by  the  President,  or  the  executive  committee,  or  three 
directors,  and  shall  be  called  by  written  notice,  signed  by  the  Secretary, 
and  delivered  to  each  director,  or  deposited  not  less  than  five  days  prior 
to  the  day  fixed  for  the  meeting  in  the  post-office,  postage  paid,  addressed 
to  each  director  at  his  place  of  residence  or  of  business,  or  sent  by  tele- 
gram so  addressed.  In  the  absence  of  the  Secretary,  the  notice  of  the  meet- 
ing of  directors  may  be  signed  by  the  President,  a  Vice-President,  or  one  of 
the  directors. 

At  all  meetings  of  the  board  of  directors  a  majority  of  the  number  of 
directors  in  office  shall  constitute  a  quorum  for  the  transaction  of  business: 
less  than  a  quorum  may,  however,  adjourn  the  meeting  to  a  stated  time  and 
place.25 

■'.Q_see  generally  as  to  restrictions  on  the  voting  rights  of  stock- 
hol.lers.   Cook   on   Corporations,    §§269,   468,   605-609a,   612,   622;    Clark   & 

M.,  Corp.,  §  653.  ^  i.-  n     ^  n 

21 See  generally  as  to  quorum  at  corporate  meetings.  Cook  on  Corpora- 
tions, §607;  Clark  &  M.,  Corp.,  §  649g. 

22 See  generally  as  to  waiver  of  notice.  Cook  on  Corporations,   §599; 

Clark  &  M.,  Corp.,  §  647. 

23 See   generally  as  to  proxies,  Cook  on  Corporations,   §610;    Clark   & 

M.,  Corp.,  §  656. 

24 See  as  to  meetings  of  directors,  Cook  on  Corporations,  §  713a;  Clark 

&  M.,  Corp.,  §§676-683. 

25_S€e  Cook  on  Corporations,  §  713a;  Clark  &  M.,  Corp.,  §  681. 


BY-LAWS.  721 

Article  VII. 

Compensation  of  Directors. 

The  directors,  as  such,  shall  not  receive  any  stated  salary  for  their 
services,  but  by  resolution  of  the  board  each  director  may  be  compensated 
for  attendance  at  any  regular  or  special  meeting  of  the  board.  MemVjers 
of  the  executive  committee  or  of  any  standing  or  special  committee  may  by 
resolution  of  the  board  be  allowed  such  compensation  for  their  services  as 
the  board  may  deem  reasonable,  and  additional  compensation  may  be  made 
to  directors  for  special  services  rendered.-'* 

Article  VIII. 

Waiver  of   Notice. 

Any  notice  required  to  be  given  by  these  By-laws  to  any  stockholder, 
director,  or  officer  of  this  corporation,  may  be  waived  by  the  stockholder, 
director,  or  oflicer  entitled  to  receive  the  same.27 

Article  IX. 
Officers. 

The  officers  of  this  corporation  shall  consist  of  a  President,  one  or  more 
Vice-Presidents,  a  Treasurer,  a  Secretary,  and  such  Assistant  Treasurers, 
Assistant  Secretaries,  and  other  officers  as  may  from  time  to  time  be  elected 
or  appointed  by  the  board  of  directors. 

The  President  and  at  least  one  of  the  Vice-Presidents  and  Chairman  of 
the  Board,  if  such  office  be  provided  for,  shall  be  elected  by  the  directors 
froni  Iheir  own  number  by  ballot. 

None  of  the  other  officers  need  be  stockholders:  they  shall  be  elected 
or  appointed  by  the  board  of  directors. 

Article  X. 

Duties   of   tile   President. 

It  shall  be  the  duty  of  the  President  to  preside  at  all  meetings  of  the 
stockholders.  lie  shall  be  the  chief  administrative  officer  of  this  Corpora- 
tion, and  shall  have  such  powers  and  be  sub.iect  to  such  duties  as  are  pro- 
vided by  the  law  of  South  Carolina,  or  in  these  By-laws,  and  such  as  may 
be  conferred  upon  him  by  vote  or  resolution  of  the  board  of  directors  or 
executive  committee. 

Article  XI. 

The  Vice-Presidents. 

In  the  absence  or  disability  of  the  President,  one  of  the  Vice-Presidents, 
a  member  of  the  board,  whenever  designated  by  the  directors  or  by  the 
executive  committee,  shall  have  all  the  powers  and  be  subject  to  all  the 
duties  of  the  Presidents  so  long  as  such  absence  or  disability  continues. 
The  various  Vice-Presidents  shall  have  such  powers  and  duties  as  may 
from  time  to  time  be  conferred  on  them  by  the  board. 

26 — See  generally  as  to  the  right  of  directors  to  receive  compensation, 
Cook  on  Corporations,  §657;  Clark  &  M.,  Corp.,  §§670-675. 

27— See   Cook   on   Corporations,   §599;    Clark   &   M.,   Corp.,    §§647,   680. 


722   CORPORATION  FORMS  AND  PRECEDENTS. 

Article  XII. 

Chairman  of  Board. 

The  Chairman  of  the  Eoanl,  when  present,  shall  preside  at  meetings  of 
direi'tors  and  perform  such  other  duties  as  may  be  designated  by  the  board 
of  directors,  but,  until  provision  be  made  for  a  chairman,  the  President 
shall  preside  at  meetings  of  directors. 

Article  XIII. 
The  Treasurer. 

The  Treasurer  shall  keep  full  and  accurate  accounts  of  receipts  and  dis- 
bursements in  books  belonging  to  this  corporation,  and  shall  deposit  all 
money  and  other  valuable  effects  in  the  name  and  to  the  credit  of  this 
corporation  in  such  depositories  as  may  be  designated  by  the  board  of 
directors  or  the  executive  committee.  He  shall  disburse  the  funds  of  this 
corporation  as  may  be  ordered  by  the  board,  taking  proper  vouchers  for 
such  disbursements;  shall  receive  and  give  receipts  for  all  money  payable 
to  this  corporation  from  any  source  whatever;  shall  sign  and  execute  all 
liOtes,  indorsements,  and  guarantees  made  in  behalf  of  this  corporation, 
which  however,  shall  be  countersigned  by  the  President  or  one  of  the  Vice- 
Presidents  as  prescribed  by  the  Board  of  Directors;  shall  indorse  checks  and 
warrants  in  the  name  of  this  corporation  and  shall  give  full  discharge  for 
the  same;  and  shall  render  to  the  directors  or  executive  committee,  when- 
ever they  may  require  it,  an  account  of  all  his  transactions  as  Treasurer 
and  of  the  financial  condition  of  this  corporation.  He  shall  execute  and 
deliver  to  this  corporation  a  bond  in  such  sum  and  with  such  surety  or 
sureties  as  shall  be  required  by  the  board  of  directors  or  the  executive 
committee  for  the  faithful  discharge  of  his  duties. 

The  board  of  directors  or  the  executive  committee  may  appoint  one  or 
more  Assistant  Treasurers  to  perform  such  of  the  duties,  and  to  have  such 
of  the  powers  of  the  Treasurer,  as  shall  from  time  to  time  be  assigned  to 
them  by  the  board  or  by  the  executive  committee.  Each  Assistant  Treas- 
urer shall  execute  and  deliver  to  this  corporation  a  bond  in  such  sum  and 
with  such  surety  or  sureties  as  shall  be  required  by  the  board  of  directors  or 
the  executive  committee  for  the  faithful  discharge  of  his  duties. 

The  board  of  directors  or  the  executive  committee  may  appoint  one  or 
more  Cashiers  to  assist  the  Treasurer  in  collecting,  earing  for,  and  disburs- 
ing the  funds  of  this  corporation.  All  checks,  drafts,  or  orders  for  the 
payment  of  money  shall  be  signed  by  the  Treasurer,  or  an  Assistant  Treas- 
urer, unless  other  officers  are  assigned  that  duty  by  the  board  of  directors 
or  by  the  executive  committee,  and  countersigned  by  the  President,  a  Vice- 
President,  or  such  officer  as  may  be  designated  by  the  board  or  by  the 
executive  committee.  Each  Cashier  shall  give  this  corporation  a  bond  in 
such  sum  and  with  such  surety  or  sureties  as  shall  be  required  by  the 
board  of  directors  for  the  faifhful  discharge  of  his  duties. 

Article  XIV. 

Secretary. 

The  Secretary  shall  be  elected  by  the  board  of  directors,  and  shall  be 
sworn  to  the  faithful  performance  of  his  duties. 


BY-LAWS.  723 

He  shall  attr'iid  all  meetings  of  the  stockholders  ami  Vjoard  of  directors, 
shall  act  as  clerk  thereof,  and  record  all  votes  and  the  minutes  of  all  pro- 
ceedings in  a  book  or  books  to  be  kept  for  that  purpose.  lie  shall  jierform 
like  duties  for  the  standing  committees,  when  required,  and  shall  perform 
such  other  duties  as  may  be  required  of  him  by  these  By-laws  or  by  the 
board  of  directors. 

The  board  of  directors  or  the  executive  committee  may  appoint  one  or 
more  Assistant  Secretaries  to  perforin  such  duties,  and  to  have  such  powers 
cf  the  Secretary  as  shall  from  time  to  time  be  assigned  to  them  by  the 
board  of  directors  or  by  the  executive  committee.  Each  Assistant  Secretary 
yhall  be  sworn  to  the  faithful  performance  of  his  duties.^s 

Article  XV. 

The  Executive  Committee. 

There  shall  be  an  executive  committee  of  three  or  more  of  the  directors 
designated  by  the  board  of  directors  by  the  affirmative  vote  of  a  majority 
of  the  whole  board.  Meetings  of  the  executive  committee  may  be  called  by 
the  President,  or  Chairman  of  the  Board,  or  any  member  of  the  conmiittee. 
They  shall  advise  Mith  and  aid  the  officers  of  this  corporation  in  all  mat- 
ters concerning  its  interests  and  the  management  of  its  business,  and  gen- 
erally perform  such  duties  and  exercise  such  powers  as  may  be  directed 
or  delegated  by  the  board  from  time  to  time;  and  they  shall  have  authority 
to  exercise  all  the  powers  of  the  board  in  the  management  of  the  business 
and  the  affairs  of  this  corporation  whenever  the  board  is  not  in  session,  and 
they  shall  further  have  power  to  authorize  the  seal  of  this  corporation  to 
be  affixed  to  all  papers  which  may  require  it. 29  The  executive  committee 
shall  keep  regular  minutes  of  its  transactions  and  shall  cause  them  to  be 
recorded  in  a  book  kept  for  that  purpose,  and  shall  have  said  minutes  sub- 
mitted for  approval  to  the  board  of  directors  when  next  in  session.  The 
presence  of  two  members  of  the  committee  shall  constitute  a  quorum  for 
the  transaction  of  business,  and  the  affirmative  vote  of  at  least  two  mem- 
bers shall  be  necessary  to  the  adoption  of  any  resolution  or  vote. 

Article  XV I. 

Certificates  of  Stock  and  Transfers  of  Stock. 

Each  stockholder  shall  he  entitled  to  a  certificate  of  stock,  certifying  the 
number  of  shares  owned  by  him  in  this  corporation.  Certificates  of  stock 
shall  be  of  such  tenor  and  design  as  the  board  of  directors  may  adopt,  and 
the  tenor  and  design  thereof  may  be  changed  by  the  board  of  directors  at 
l>leasure.3o  Certificates  of  stock  shall  be  signed  by  the  President  or  a 
Vice-President  and  by  the  Treasurer,  or  by  other  officers  authorized  from 
time  to  time  to  sign  the  same,  and  shall  have  affixed  thereto  the  corporate 
seal.  Shares  of  stock  may  be  transferred  by  the  registered  holders  thereof, 
or  by  their  attorneys  legally  constituted,  or  by  their  legal  represoutativcs, 

28 — See  as  to  the  powers  of  the  socretarv,  Cook  on  Corporations,  §717; 
Clark  &  M.,  Corp.,   §  704. 

29 — See  as  to  executive  committee.  Cook  on  Corporations,  §715;  Clark 
&  M..  Corp..  §§  7.Tl-7:?:{. 

30 — See  generally  as  to  certificates  of  stock.  Cook  on  Corporations,  §  13; 
Clark  &  M:,  Corp.,'  §§37S,  423-427. 


724      CORPORATION  FORMS  AND  PRECEDENTS. 

by  delivery  of  the  certificate  and  an  assignment  of  said  shares  in  writing. 
No  transfer  or  assignment  of  shares  shall  affect  the  right  of  this  corporation 
to  pay  any  dividend  due  upon  the  stock,  or  to  treat  the  registered  holder 
as  the  holder  in  fact,  until  such  transfer  or  assignment  is  registered  on  the 
books  of  this  corporation.3i 

Old  certificates  shall  be  surrendered  and  cancelled  before  new  certificates 
in  lieu  thereof  shall  be  issued,  except  in  cases  where  it  is  claimed  that 
certificates  of  stock  have  been  lost  or  destroyed,  in  which  cases  the  boara 
of  directors  may  cause  new  certificates  to  be  issued  upon  the  terms  ana 
conditions  prescribed  by  the  laws  of  the  State  of  South  Carolina,  or,  in  the 
absence  of  such  provisions,  upon  such  terms  and  conditions  and  upon  receiv- 
ing such  indemnity  or  security  as  in  the  judgment  of  the  board  shall  fully 
protect  this  corporation.32 

Article  XVII. 
Transfer  Agent. 

The  board  of  directors  shall  appoint  a  transfer  agent  who  shall 
keep  a  stock  ledger  and  transfer  book  for  the  transfer  of  the  shares  of 
the  capital  stock.  A  list  of  stockholders,  with  the  number  of  shares 
of  stock  held  by  each  set  opposite  the  respective  names  of  the  stock- 
holders, certified  by  the  President  or  Treasurer,  shall  be  sufficient  au- 
thority to  the  transfer  agent  to  credit  upon  the  stock  ledger  to  each 
stockholder  the  number  of  shares  of  stock  and  the  number  of  the  cer- 
tificates of  stock  representing  the  same  to  which  each  stockholder  is 
entitled,  and,  if  certificates  of  stock  have  not  been  issued  therefor, 
to  issue  the  same.  No  new  certificates  of  stock  shall  be  issued  by  the 
transfer  agent  except  upon  the  transfer,  surrender  and  cancellation  of 
old  certificates  for  an  equal  number  of  shares  of  said  stock,  except, 
however,  in  cases  where  it  is  claimed,  that  the  certificates  have  been 
lost  or  destroyed,  in  which  cases  a  new  issue  may  be  only  in  accord- 
ance with  the  provisions  of  these  By-laws  and  the  laws  of  the  State 
of  South  Carolina.  Upon  such  transfer,  surrender,  and  cancellation, 
the  former  stockholder  shall  be  debited  on  the  stock  ledger  with  stock 
t'-ansferred  and  surrendered  by  him  and  cancelled,  and  the  new  stock- 
holder credited  upon  the  stock  ledger  with  the  amount  of  stock  trans- 
ferred to  him. 

Article  XVIII. 
Books,  Accounts,  and   Records. 

This  corporation  shall  keep  at  its  principal  office  in  the  State  of 
South  Carolina  records  of  the  meetings  of  stockholders  and  a  book 
showing  a  true  and  complete  list .  of  all  stockholders,  their  residences^ 
and  the  amount  of  stock  held  by  each,  and  books  containing  a  record 
of  the  affairs  of  this  corporation. 

The   books,  accounts,  and  records   of  this   corporation   shall  be   open 

.31 — See  generally  as  to  the  transfer  of  stock,  Cook  on  Corporations, 
§§372-.384;  Clark  &  M.,  Corp.,  §§. 5.57-607. 

32 — See  generally  as  to  lost  or  stolen  certificates,  Cook  on  Corporatioas, 
§§358-362,  406;  Clark  &  M.,  Corp.,  §§434. 


BY-LAWS.  725 

to  the  inspection  of  any  nienilier  of  the  l)oar<l  of  directors  at  all  times 
in  business  hours.33 

The  board  of  directors  may  close  the  stock  transfer  books  from  time 
to  time  for  the  meetings  of  stockholders,  for  the  payment  of  dividends, 
and  for  other  purposes,  for  such  period  of  time  not  exceeding  twenty 
days  as  it  may  determine  upon,  and  during  such  period  no  stock  trans- 
fers shall  be  registered  in  the  books. 3-i 

It  shall  be  the  duty  of  the  board  of  directors  at  least  once  a  year 
and  in  sixty  days  after  the  close  of  the  fiscal  year  to  cause  the  books 
and  accounts  of  this  corporation  to  be  examined  and  audited  by  a 
competent  public  accountant,  and  to  cause  a  copy  of  the  report  of 
said  accountant  to  be  mailed  to  each  of  the  stockholders  of  this  cor- 
poration. 

Article  XIX. 

Amendment    of    By-laws. 

Except  as  hereinafter  provided,  these  By-laws  may  be  altered, 
amended,  or  rescinded  at  any  regular  or  special  meeting  of  the  stock- 
holders by  vote  of  the  majority  of  the  stock  represented  at  such  meet- 
ing, provided  that  in  the  call  and  notice  for  such  meeting  notice  of 
such  intended  alteration,  amendment,  or  rescission  is  given;  and  pro- 
vided, further,  that  nothing  contained  in  this  article  shall  be  construed 
as  giving  the  stockhoLlers  the  right  to  change,  alter,  or  abridge  the 
rights  and  privileges  of  the  Guaranteed  and  Preferred  stock,  except  in 
the  manner  and  to  the  extent  prescribed  by  Article  II  of  these  By- 
laws. Nothing,  however,  contained  in  this  article  shall  prevent  the 
increase  of  the  capital  stock  from  time  to  time  as  provided  in  said 
Article  II  and  in  pursuance  of  the  laws  of  South  Carolina.ss 

Article  II  of  these  By-laws  shall  not  be  subject  to  amendment  or 
T£  scission. 

Form  1169. 
BY-LAWS— (DELAWARE  FORM). 
By-Laws  of   

Article  I. 
Officers. 

Section  1.     Principal  Office.     The  principal  office  of  the  corporation  in 

the  State  of  Delaware  is   to  be  located   in   the  City   of    , 

County  of The  name  of  the  agent  in  charge,  thereof,  ujion 

whom  process  against  this  corporation  may  be  served,  is 

Section   2.     Other   Offices.      In   addition   to   its  principal   office   in   the 

33 — See  as  to  directors'  right  to  inspect  corporation  books,  Cook  on 
Corporations,  §511.  See,  also,  State  v.  Citizens  Bank,  51  La.  Am.,  426; 
People  V.  Central  Fish  Co.,  117  N.  Y.  App.  Div.  77;  People  v.  Throop, 
12  Wend.   (N.  Y.)   181. 

.14 — See  as  to  closing  transfer  books,  Cook  on  Corporations,  §§382,  538, 
.•>.39.  611  ;  Clark  &  M.,  Corp.,  §  560. 

35 — See  as  to  amendment  of  by-laws.  Cook  on  Corporations.  §§  4a.  708; 
Clark  &  M.,  Corp.,  §  640. 


726   CORPORATION  FORMS  AND  PRECEDENTS. 

state  of  Delaware,  the  corporation  may  maintain  offices  at  any  other 
place,  or  places,  designated  by  the  Board  of  Directors. 

Section  3.  Corporate  Seal.  This  corporation  shall  have  a  seal,  upcn 
which  shall  be  inscribed  its  name,  the  year  of  its  creation,  and  the 
word  "Delaware." 

Article  II. 
Stockholders'    Meetings. 

Section    1.     Annual    Meeting.     The    annual    meeting    of    stockholders 

shall  be  held  on  the   of    

in  each  year,  beginning  in  the  year    ,  if  not   a  legal  holiday,   and, 

if  a  legal  holiday,  then  on  the  day  following,  at  the  principal  oflace  of 
the  corporation,  in  ,  Delaware,  or  at  such  place  out- 
side of  the  State  of  Delaware  as  the  directors  may  from  time  to  time 
designate,  when  they  shaJJ  elect  by  a  plurality  vote  by  ballot  a  board 

of directors,  and  shall  transact  such  other  business  as  may 

come  before  the  meeting. 

Section  2.  Quorum — Voting.  A  majority  in  amount  of  the  stock  out- 
standing shall  be  requisite  to  constitute  a  quorum  for  an  election  of 
directors,  or  the  transaction  of  any  other  business,  except  to  adjourn, 
and  each  stockholder  having  voting  power  shall  at  every  meeting  of  the 
stockholders  be  entitled  to  one  vote  in  person  or  by  proxy  for  each  share 
of  stock  registered  in  his  name  on  the  books  of  the  corporation,  provided 
that  no  share  of  stock  shall  be  voted  on  at  any  election  which  has 
been  transferred  on  the  books  of  the  corporation  within  twenty  days  next 
preceding  such  election. 

Section  3.  Special  Meetings.  Special  meetings  shall  be  called  for 
any  purpose  at  any  time  by  the  President  or  Secretary  upon  the  writ- 
ten request  of    directors,  or  the  holders  of    

stock  then  issued  and  outstanding,  or  upon  resolution  of  the  board  of 
directors,  which  request  or  resolution  shall  state  the  purpose  or  purposes 
thereof. 

Section  4.  Notice  of  Meeting.  Written  notice  setting  forth  the  time 
and  place  of  the  meeting,  and  the  general  nature  of  the  business  to  be 
considered  thereat,  shall  be  given  by  the  President  or  Secretary  to  each 

stockholder   having  voting  power   at   such   meeting  at   least    

days    before    the    meeting,    in    the    case    of    an    annual    meeting,    and 

days  before  the  meeting  in  the   case   of  a  special  meeting. 

No  business  other  than  that  stated  in  the  notice  therefor  shall  be  con- 
sidered or  transacted  at  any  special  meeting  without  the  unanimous 
consent  of  all  the  stockholders  having  voting  powers  present  or  repre- 
sented thereat. 

Article  III. 

Directors. 

Section  1.     Number  and  Qualifications.     The  board  of  Directors  shall 

consist  of   members,  each  of  whom  shall 

at  all  times  be  a  stockholder  to  the  extent  of  at  least  three  shares,  and 
at  least  one  of  whom  shall  be  a  resident  of  the  State  of  Delaware. 

Section  2.  Increase  of  Directors.  The  number  of  directors  may  be 
increased   at   any  time   by   the   affirmative   vote   of   a   majority   of   the 


BY-LAWS.  727 

directors  at  any  regular  or  special  meeting;  and  in  such  case  the  addi- 
tional directors  may  be  chosen  at  said  meeting,  to  hold  office  until  their 
successors    are    respectively    elected    and    qualified. 

Section  3.     Annual  and  Stated  Meetings.     The  annual  meeting  of  the 

lioard   of   directors  shall   be  held  on    at    , 

or  at  such  place  as  shall  be  <letermin('il  by  resolution  of  the  board. 
Stated  meetings  of  the  board  may  be  held  at  such  time  and  places  as 
shall  be  determined  from  time  to  time  by  resolution  of  the  board. 
Both  annual   and   stated   meetings  may  be   held  without   notice  thereof. 

Section  4.     Special  Meetings.     Special  meetings  of  the  board  may  be 

called  by  the  President  on    days'  written   notice  to 

each  director,  and- shall  be  called  upon  lilie  notice  by  the  Secretary  on 

the   written   request   of    directors.     Such   meetings    may 

be  held  ai  any  time  and  place  without  previous  notice  if  all  the  directors 
are  actually  present. 

Article  IV. 

Officers. 

Section  1.  Officers  Generally.  The  officers  of  the  corporation  shall 
consist  of  a  Tresident,  Vice-President,  Secretary,  and  Treasurer.  The 
Secretary  and  Treasurer  may  or  may  not  be  the  same  person,  and  need 
not  be  a  director  or  directors.  The  President  and  Vice-President  shall 
be  chosen  from  among  the  directors,  and  all  officers  shall  be  chosen 
by  the  directors  at  the  annual  meeting  of  the  Board,  and  shall  hold 
office  for  one  year,  and  until  their  respective  successors  are  elected  and 
qualified. 

Section  2.  President.  The  President  shall  preside  at  all  meetings 
of  the  Board  of  Directors,  and  shall  be  ex-officio  chairman  of  all  meet- 
ings of  the  stockholders.  Subject  to  the  approval  or  direction  or  author- 
ization of  the  Board  of  Directors,  while  the  Board  is  not  in  session  he 
shall  have  general  charge  and  care  of  the  business  and  propertj  of  the 
corporation;  appoint  and  discharge  employees  and  agents  of  the  corpora- 
tion, and  determine  their  compensation;  execute  all  authorized  contracts 
and  agreements;  sign  all  certificates  of  stock;  and  do  and  perform  such 
additional  duties  as  shall  be  ordered  by  the  Board  of  Directors. 

Section  3.  Vice-President.  In  the  absence  or  disability  of  the  Presi- 
dent, the  Vice-President  shall  be  vested  with  all  the  powers  and  perform 
all  the  duties  of  the  President,  and  shall  have  such  additional  powers 
and  perform  such  additional  duties  as  shall  be  ordered  by  the  Board 
of  Directors. 

Section  4.  Secretary.  The  Secretary  shall  be  ex-officio  Secretary  of 
the  Board  of  Directors  and  of  all  the  standing  committees;  shall  give, 
or  cause  to  be  given,  all  required  notices  of  meetings  of  the  stock- 
holders and  directors;  shall  record  all  proceedings  of  the  meetings  of 
the  stockholders  and  directors  in  a  book  to  be  kept  for  that  purpose, 
and  shall  perform  like  duties  for  the  standing  committees;  and  shall 
perform  such  other  duties  as  may  be  assigned  to  him  by  the  Board  of 
Directors  or  the  President;  he  shall  have  custody  of  the  seal  of  the 
corporation,  and  shall  affix  the  same  to  any  instrument  when  <luly 
authorized  so  to  do  and  attest  the  same.  He  shall  be  sworn  to  the 
faithful   discharge  of  his  duties. 


728      CORPORATION  FORMS  AND  PRECEDENTS. 

Section  5.  Treasurer.  The  Treasurer  shall  have  the  custody  of  all 
moneys  and  valuable  papers  and  documents  of  the  corporation;  shall 
place  the  same  for  safe  keeping  in  such  de^iositories  as  may  be  desig- 
nated by  the  Board;  shall  expend  the  funds  of  the  corporation  as 
directed  by  the  Board,  taking  proper  vouchers  for  such  expenditures; 
shall  keep,  or  cause  to  be  kept,  a  book,  or  books,  setting  forth  a  true 
record  of  the  receipts,  expenditures,  assets,  liabilities,  losses  and  gains 
of  the  corporation;  and  shall,  when  and  as  required  by  the  President 
or  the  Board  of  Directors,  render  a  statement  of  the  financial  condition 
of  the  corporation.  He  shall  register  and  transfer  stock  of  the  cor- 
poration under  such  regulations  as  may  be  prescribed  by  the  Board. 
He  shall  countersign  certificates  of  stock.  The  treasurer  shall  give  a 
bond  for  the  faithful  discharge  of  his  duties  in  such  amount  and  with 
such  surety  as   and   when  prescribed   by  the   Board. 

Article   V.  I 

Capital   Stock.  ' 

Section  1.  Manner  of  Executing.  The  President  shall  issue,  or  cause 
to  be  issued,  to  each  stockholder  a  certificate,  or  certificates,  signed 
by  himself  or  the  Vice-President,  and  countersigned  by  the  Treasurer, 
with  the  seal  of  the  corporation  afiixed  thereto,  certifying  the  number 
of  shares   of   stock  of  the   corporation   owned   by   such   stockholder. 

Section  2.  Transfers.  Shares  of  stock  of  the  corporation  shall  be 
transferable  only  upon  its  books  by  the  holder,  or  holders,  thereof 
in  person,  or  by  proxy,  or  by  his  or  their  duly  authorized  attorney  or 
legal  representative,  who  shall  at  such  time  surrender  to  the  corpora- 
tion the  old  certificate,  or  certificates,  and  receive  new  certificates  in 
exchange  therefor,  but  no  stock  shall  be  transferred  within  twenty 
days  next  preceding  the  date  fixed  for  the  payment  of  a  dividend. 
Surrendered  certificates  shall  be  cancelled  at  the  time  of  such  trans- 
fer. Each  transfer  shall  be  recorded,  and  the  original  record,  or  dupli- 
cate thereof,  shall  be  kept  at  the  principal  office  of  the  corporation  in 
the  State  of  Delaware.  No  transfer  shall  be  made  for  collateral 
security  unlegs  so  expressed  in  the  entry  of  the  transfer. 

Section  3.  Dividends.  Dividends  may  be  declared  by  the  Board  of 
Directors  in  its  discretion  from  surplus  or  net  profits  of  the  corporation, 
and  the  transfer  books  of  the  corporation  shall  be  closed  for  a  period 

not    exceeding    days    next    preceeding    the    day    appointed 

for  the  payment  of  any  dividend. 

Section  4.  Stock  Ledger.  The  original  or  duplicate  stock  ledger  con- 
taining the  names  and  addresses  of  the  stockholders  in  alphabetical 
order,  and  the  number  of  shares  held  by  them  respectively,  shall  at 
all  times  during  usual  hours  for  business  be  open  to  the  examination 
of  every  stockholder  at  the  principal  office  of  the  corporation  in  this 
state,  which  original  or  duplicate  stock  ledger  shall  be  the  only  evidence 
as  to  the  stockholders  entitled  to  vote  in  person  or  by  proxy  at  any 
election. 

Article   VI. 
General    Provisions. 

Section  1.  Notice.  Unless  otherwise  expressly  provided,  any  notice 
required  by  these  by-laws  to  be  given  to  any  person,  or  persons,  shall  be 


BY-LAWS.  .  729 

in  writing,  an.l  may  be  given  by  depositing  the  same  in  a  post-office 
or  letter-box  iu  a  post-paid  sealed  wrapper,  addressed  to  such  person  or 
persons  at  his  or  their  address  as  the  same  appears  on  the  books  of  the 
corporation,  and  such  notice  shall  bo  held  to  have  been  given  on  the  day 
of  such  deposit. 

Section  2.  Vacancies  iu  Office.  If,  by  reason  of  death,  resignation, 
disqualification  or  otherwise,  the  office  of  any  director,  or  any  other 
office,  shall  become  vacant,  the  directors  in  office,  although  leas  than 
a  quorum,  may  choose  a  successor,  who  shall  hold  office  for  the  unex- 
pired term  and  until  his  successor  shall  be  duly  elected  or  chosen  and 
qualified. 

Section  3.  Adjounuiieiits.  Whenever  at  any  meeting  provided  for  in 
tliese  by-laws  less  than  a  quorum  shall  be  present  or  represented,  such 
meeting  may  thereupon  be  atljourned  from  time  to  time  by  a  majority 
vote  of  those  present  or  represented,  wdthout  notice,  until  a  quorum 
sliall  be  present  or  represented,  provided,  however,  that  no  adjourn- 
ment shall  be  for  a  period  exceeding  one  month  at  any  one  time.  Any 
meeting  at  which  a  quorum  is  present  or  represented  may  be  adjourned 
in  the  same  manner  for  such  time  as  may  be  fixed  by  a  majority  vote 
at  such  meeting.  At  any  adjourned  meeting,  whenever  a  quorum  is  pres- 
ent, any  business  may  be  transacted  which  could  have  been  transacted 
at  the  meeting  originally  called,  had  a  quorum  been  present. 

Section  4.  Fiscal  Year.  The  fiscal  year  of  this  corporation  shall 
begin  on  the   day  of   

Article  VII. 

Amendments. 

Any  of  the  by-laws  of  this  corporation  may  be  amended  or  altered 
by  the  affirmative  vote  of  the  holders  of  a  majority  of  the  stock,  having 
voting  powers,  issued  and  outstanding,  or  by  the  affirmative  vote  of  a 
majority  of  the  Board  of  Directors,  at  any  regular  or  special  meeting, 
provided  that  each  stockholder  having  voting  power  and  each  director 
shall  have  been  given  notice  of  the  proposed  amendment  or  alteration 

at  least days  preceding  any  meeting  called  for  such 

purpose.     A  copy  of  any  by-law  as  amended  shall   be  mailed  to  each 
stockholder  within   after  the  adoption  of  the  same. 

Form  1170. 
BY-LAWS— (MAINE  FORM). 

Name,  Location  and  Offices. 

1.     The  title  of  the  Corporation  is 

L'.     The  Company  is  located  at   ,  Maine,  and  its  principal 

office  is  at  the  office  of in  said   

3.  The  Company  may   also   have   offices   in   such   other   jjlaces   within   or 
without  the  State  of  Maine  as  the  Bo:ud  of  Directors  may  determine. 

Seal. 

4.  The  Company  shall  have  a  circular  seal  eontaining  the  name  of  the 
Company,  the  year  of  its  creation  and  the  words  *' ,  Maine." 


730   CORPORATION  FORMS  AND  PRECEDENTS. 

Organization    and   Stockholders'   Meetings. 

5.  All  Stockholders'  meetings  shall  be  held  at  the  prinuipal  ollioe  of  the 
Coiiipanv. 

6.  All  associates  for  the  organization  of  this  corporation  shall  be  sub- 
scribers to  the  capital  stock  thereof.  Such  associates  shall  sign  the  Articles 
of  Agreement  for  such  organization  either  personally,  or  by  attorney  there- 
unto duly  authorized,  and  may  be  represented  by  such  attorney  at  the 
original  meeting  of  associates  or  any  adjournment  or  adjournments  thereof. 
Prior  to  the  filing  of  the  certificate  of  organization  with  the  Secretary  of 
the  State  of  Maine,  the  only  business  to  be  transacted  at  such  meeting 
shall  be  that  pertaining  to  the  organization  of  this  corporation,  but  at 
any  adjourned  meetings  of  such  associates  held  after  the  filing  of  such 
certificate,  at  which  all  are  present  in  person  or  by  attorney,  any  corporate 
business  may  be  transacted  without  previous  notice  thereof.  Parties  securing 
stock  by  transfer  from  the  associates  subsequent  to  the  filing  of  such 
certificate  shall  be  entitled  to  representation  at  such  adjourned  meetings, 
which  shall  be  deemed  to  be  stockholders'  meetings  of  the  corporation  to 
all  intents  and  purposes,  but  at  said  meeting  they  shall  have  but  one  vote 
irrespective  of  their  holdings.  Each  associate,  or  subscriber  to  stock,  shall 
at  the  original  and  any  adjourned  meetings,  have  but  one  vote,  irrespective 
of  the  amount  of  his  subscription.  All  the  officers  of  this  corporation  shall 
be  elected  at  organization  by  the  associates,  but  thereafter  they  shall  be 
elected  in  accordance  with  the  provisions  of  Sections  13  and  19  of  these  by- 
laws. The  stockholders  of  this  Company  shall  have  power  to  fill  all  vacan- 
cies in  any  of  the  oflBces  of  this  Company,  however  occasioned,  occurring 
at  any  time  before  the  final  adjournment  of  the  associates'  meeting; 
vacancies  occurring  subsequent  to  the  final  adjournment  of  said  associates' 
meeting  shall  be  filled  in  accordance  with  the  provisions  of  Section  35  of 
these  by-laws.  All  or  any  of  the  shares  of  stock  subscribed  for  at  or  prior 
to  the  meeting  of  associates  for  the  organization  of  this  corporation,  or 
at  any  adjournment  thereof,  may,  before  the  issue  of  a  stock  certificate  to 
any  such  subscriber,  be  transferred  by  him  by  an  appropriate  instrument 
of  transfer  signed  by  him  or  by  his  duly  authorized  attorney.  A  copy  of 
such  instrument  inserted  in  the  record  book  of  the  Clerk  of  the  Corporation, 
or  of  the  Secretary  of  the  Board  of  Directors,  either  or  both,  shall  consti- 
tute the  record  of  the  transfer  of  such  stock,  and  such  record  books  are 
hereby  made  the  "Corporation  Books"  for  all  purposes  in  the  premises. 
Section  38  of  these  by-laws  is  made  subject  to  so  much  of  the  foregoing 
as  relates  to  the  transfer  of  stock  subscribed  for  at  or  prior  to  the  meeting 
of  associates.  The  following  provisions  of  this  Section  relate  to  stock- 
holders' meetings  held  after  the  said  meeting  of  associates  or  any  adjourn- 
ments thereof,  viz.:  Stockholders  entitled  to  vote  may  vote  at  all  other 
meetings  either  in  person  or  by  proxy  appointed  by  instrument  in  writing 
subscribed  by  the  stockholder  or  by  his  duly  authorized  attorney,  and 
granted  not  more  than  thirty  days  before  the  meeting,  which  shall  be 
liamed  therein.  Before  any  such  written  proxy  is  voted  upon  it  shall  be 
filed  with  the  Clerk.  Such  stockholders  may  also  be  represented  at  all 
meetings  by  a  general  power  of  attorney  produced  at  the  meeting.  Such 
powers  of  attorney  shall  be  good  until  revoked.  Each  of  such  stockholders  is 
entitled  to  one  vote  for  each  share  of  stock  standing  in  his  name  on  the 
tenth   day  preceding  such  meeting,  exclusive  of  the  day  of  such 


BY-LAWS.  731 

meeting.     The  transfer  books  shall  be  dosed  for  said  ten    days. 

Shares  hypothecated  to  the  Company  shall  not  be  rejiresented. 

7.  Stockholders  entitled  to  vote  holdinjj  a  majority  in  amount  of  the 
stock  issued  and  outstanding,  represented  in  person  or  by  proxy  or  by 
general  power  of  attorney,  shall  be  necessary  and  suflicient  to.  constitute 
a  quorum  for  the  transaction  of  business.  If  less  than  a  quorum  be  present, 
the  meeting  may  be  adjourned  from  time  to  time  by  a  majority  in  interest 
of  the  stockholders  present  for  a  peripd  not  exceeding  one  month  at  any 
one  time,  without  any  notice  other  than  by  announcement  at  the  meeting, 
until  a  quorum  be  present.  Any  meeting  at  which  a  quorum  is  present 
may  also  be  adjourned,  in  like  manner,  by  a  majority  in  interest,  of  the 
stockholders  present,  for  such  time,  or  upon  such  call,  as  is  determined  by 
vote.  At  any  adjourned  meeting,  at  which  a  quorum  shall  be  present,  any 
business  may  be  transacted  which  might  have  been  transacted  at  the 
original  meeting.  •!-   - 

8.  The  annual  meeting  of  stockholders,  after  the  year  19....,  shall  be 

held  on  the   day  of    in  each  year,  at  two  o'clock 

F.  y\.,  and  the  Secretary  of  the  Board  of  Directors  shall  give  notice  thereof 
without  being  specially  requested  so  to  do.  At  such  meeting  the  Company 
may  transact  any  corporate  l)usiness. 

9.  Special  meetings  of  the  stockholders  shall  be  called  by  said  Secretary 
at  the  written  request  of  the  President,  or  of  two  Directors,  or  of  Stock- 
holders entitled  to  votg  owning  a  third  of  the  stock  issued  and  outstanding. 

10.  All  stockholders'  meetings,  whether  annual  or  special,  shall  be  called 
by  said  Secretary  by  mailing  a  written  notice  thereof,  stating  the  day, 
hour  and  place  of  the  meeting  and,  in  case  of  special  meetings,  the  general 
nature  of  the  business  to  be  transacted,  to  each  stockholder  of  record  entitled 
to  vote,  at  his  last  known  post-office  address,  postage  prepaid,  at  least  five 
days,  exclusive  of  the  day  of  mailing,  before  the  date  of  the  meeting. 
Or,  such  meetings  may  be  called  by  said  Secretary  by  publishing  notice 
thereof,  stating  the  day,  hour  and  place  of  meeting,  and,  in  case  of  special 
meetings,  the  general  nature  of  the  business  to  be  transacted,  for  three 
days  in  succession,  the  last  publication  to  be  at  least  seven  days  before 
the-  date  of  meeting,  in  such  newspaper  or  newspapers  of  general  circula- 
tion, published  in  such  ])lace,  as  the  Directors  may  at  any  time  by  reso- 
lution determine.  A  copy  of  such  resolution  shall,  before  it  shall  take 
effect,  be  mailed  to  each  stockholder  of  record  entitled  to  vote  at  his  last 
known  post-oflBce  address,  postage  prepaid.  Such  resolution  shall  there- 
after remain  in  force  as  a  by-law  of  the  Company  until  by  subsequent 
resolution  of  the  Directors,  similarly  communicated,  it  shall  have  been 
altered,  amended  or  repealed.  Notice  given  in  either  of  the  foregofng 
modes  shall  be  valid.  A  failure  to  give  the  notice  for  the  regular  annual 
meeting  shall  not  invalidate  the  proceedings  thereof.  Provided,  that  any 
business'  of  which  the  stockholders  must  by  statute  receive  special  notice 
shall  not  be  transacted  without  such  notice,  but  all  other  business  may  be 
transacted  and  the  meeting  adjourned  until  the  requisite  notice  in  the 
premises  shall  have  been  given. 

11.  If  all  the  stockholders  entitled  to  vote  in  writing  waive  notice  of  a 
special  meeting,  no  notice  thereof  shall  be  required.  All  meetings  of  stock- 
holders at  which  all  who  are  entitled  to  vote  are  jiresent  in  person  or  by 
proxy  and  sign  ^  written  consent  thereto  on  the  record  thereof,  are  legal 


732   CORPORATION  FORMS  AND  PRECEDENTS. 

and  valid  for  all  purposes  whether  or  not  previous  notice  has  been  given^ 
and  at  such  meeting  any  corporate  action  may  be  taken. 

DlUECTORS'    MEETlN(iS.- 

32.  The  newly  elected  Board  of  Directors  may  hold  its  first  meeting 
for  the  purpose  of  organization  and  transaction  of  business,  without  notice, 
at  such  time  and  place  as  shall  be  fixed  at  the  annual  meeting  by  vote  of 
the  stockholders;  or  the  time  and  place  of  the  first  meeting  may  be  fixed 
by  the  consent  in  writing  of  the  Directors.  Such  meeting  constitutes  the 
"regular  annual  meeting"  of  the  Directors. 

13.  At  such  meeting  the  Board  shall  elect  a  President  and  Vice-Presi- 
dent from  their  own  number,  and  a  Secretary who  need  not  be 

member.  .  of  the  Board.  In  case  such  officers  should  not  be  elected  at 
such  meeting,  they  may  be  chosen  at  any  subsequent  meeting  of  Directors 
called  for  the  purpose. 

14.  Eegular  meetings  of  the  Board  shall  be  held  without  notice  on  a 
day  and  at  an  hour  and  place  to  be  fixed  by  the  Board. 

15.  A  majority  of  the  Directors  in  office  shall  be  necessary  and  sufficient 
to  constitute  a  quorum  for  the  transaction  of  business,  but  a  less  number 
may  adjourn  a  meeting  from  time  to  time  until  a  quorum  be  present. 

16.  Meetings  of  the  Board  may  be  called  by  the  President  or  any  two 
Directors  on  one  day's  notice  to  each  Director,  either  personally  or  by 
letter,  telephone  or  telegram. 

17.  All  Directors'  meetings  at  which  all  are  present  and  sign  a  written 
consent  thereto,  on  the  records  thereof,  are  legal  whether  or  not  previous 
notice  has  been  given. 

18.  The  Directors  may  hold  their  meetings  and  have  one  or  more  offices, 
and  keep  the  books  of  the  Company,  except  the  books  required  by  law  to 
be  kept  in  this  State,  outside  of  Elaine  at  any  office  of  the  Company  or  at 
such  other  places  as  they  may  from  time  to  time  determine. 

Officers  of  the  Company. 

19.  The  officers  of  this  Company  shall  be  a  President,  Vice-President, 

Board  of  Directors,  Clerk,  -Secretary,   Treasurer 

The  Directors  shall  be  not  less  than  three  nor  more  than    in 

number,  their  number  to  be  fixed  at  organization,  and  at  each  annual 
meeting  thereafter.  One  person  may  hold  more  than  one  office,  if  not 
contrary   to    law.      All    officers    except    the    President,    Vice-President    and 

Secretary shall  be  elected  annually  by  plurality  vote  of  the 

stockholders at  their  regular  annual  meeting.  They  shall  con- 
tinue in  office  until  others  are  chosen  and  qualified.  In  case  the  election 
of  officers  should  not  occur  on  the  day  of  the  annual  meeting,  such  officers 
may  be  chosen  at  any  subsequent  meeting  of  gtoekholders,  and  directors, 
respectively,  called  for  the  purpose,  or  in  the  manner  authorized  by  the 
stockholders,  and  directors,  respectively,  at  such  annual  or  subsequent 
meeting. 

President. 

20.  The  President  shall  be  elected  annually  by  the  Board  of  Directors, 
as  provided  in  Section  13  of  the  by-laws.  He  shall  preside  at  all  meetings 
«f  the  stockholders  and  directors;  shall  have  general  superintendence  and 
direction  of  all  the  other  officers  of  the  Company  and  shall  see  that  all 


BY-LAWS.  733 

orders  and  resolutions  of  the  lioard  are  curried  into  effect.  He  shall  exe- 
cute all  deed.s,  mortgages,  bon<l8  and  other  documents  authorized  by  the 
Board  requiring  a  seal,  under  the  seal  of  the  Company;  shall  keep  said  seal 
in  safe  custody  and  when  authorized  hy  the  stockholders  or  the  Board,  affix 
it  to  any  instrument  requiring  the  same,  and  the  seal  when  so  affixed  shall 
be  attested  by  the  signature  of  the  Secretary  or  Treasurer.  He  shall  be 
custodian  of  all  bonds  given  to  the  Company  by  its  officers  and  agents. 

21.  He  shall  from  time  to  time,  and  whenever  requested,  report  to  the 
Board  all  matters  within  his  knowledge  which  the  interests  of  the  Company 
may  require  to  be  brought  to  their  notice,  perform  such  other  duties  as 
may  be  required  of  him  by  law,  these  by-laws  and  by  the  Board,  and,  in 
general  have  all  the  jiowers  and  duties  usually  vested  in  the  office  of  Presi- 
dent of  a  corporation. 

President  Pro  Tempore. 

22.  In  the  absence  of  the  President  and  Vice-President  from  any  meet- 
ing of  the  stockholders  or  directors,  a  president  pro  tempore,  who  may  be 
either  a  stockholder  or  a  proxy  for  a  stockholder,  may  be  elected  by  a 
majority   in   interest   of  those  present. 

Vice-President. 

23.  The  Vice-President  shall  be  elected  annually  by  the  Board  of 
Directors,  as  provided  in  Section  13  of  the  by-laws,  and  shall  be  vested  with 
all  the  powers  and  shall  perform  all  the  duties  of  the  President  in  the 
absence  or  disability  of  the  latter. 

Board  of  Directors, 

24.  The  immediate  government  and  direction  of  the  affairs  of  the  Com- 
pany shall  be  vested  in  a  Board  of  Directors  elected  annually  as  provided 
in  Section  19.  The  Directors  shall  be  and  remain  stockholders.  In  addition 
to  the  powers  and  authorities  expressly  conferred  upon  them,  all  the  powers 
of  the  Company  except  as  otherwise  provided  by  law  or  by  these  by-laws, 
are  vested  in  the  Board  of  Directors. 

25.  Without  prejudice  to  the  general  ])0wers  conferred  by  the  last  pre- 
ceding clause  and  the  other  powers  conferred  by  these  by-laws,  the  Board 
shall  have  the  following  powers,  namely: 

a.  From  time  to  time  to  make  and  change  rules  and  regulations,  not 
inconsistent  with  law  or  these  by-laws,  for  the  management  of  the  Com- 
pany's business  and  affairs. 

b.  To  lease,  purchase  or  otherwise  acquire  in  any  lawful  manner  for 
and  in  the  name  of  the  Company,  any  and  all  real  estate  and  other  prop- 
erty, rights  or  privileges  whatsoever  deemed  necessary  or  convenient  for 
the  prosecution  of  its  business,  and  which  the  Company  is  authorized  to 
acquire,  at  such  price  or  consideration  and  generally  on  such  terms  and 
conditions  as  they  think  fit,  and  at  their  discretion  to  pay  therefor  either 
wholly  or  partly  in  money,  stocks,  bonds,  debentures  or  other  securities 
of  the  Company. 

To  sell  or  dispose  of  any  real  or  personal  estate,  property,  rights  or 
privileges  belonging  to  the  Company  whenever  in  their  opinion  its  interests 
would  be  thereby  promoted;  and  pursuant  to  the  vote  of  the  holders  of  a 
majority  of  the  stock  issued  and  outstanding,  to  sell,  assign,  transfer  or 
otherwise  dispose  of  the  whole  property  of  this  Company. 


734   CORPORATION  FORMS  AND  PRECEDENTS. 

d.  To  create,  issue  and  make  mortgages,  bonds,  deeds  of  trust,  trust 
agreements  and  negotiable  or  transferable  instruments  and  securities,  secured 
by  mortgage  or  otherwise,  and  to  do  every  other  act  and  thing  necessary 
to  eft'ectuate  the  same. 

e.  To  determine  from  time  to  time  whether  and  to  what  extent  and  at 
what  times  and  places  and  under  what  conditions  and  regulations  the  ac- 
counts and  books  of  the  Company,  or  any  of  them,  shall  be  open  to  the 
inspection  of  the  stockholders;  and  no  stockholder  shall  have  any  right  of 
inspecting  any  account  or  book  or  document  of  the  Company  except  as  con- 
i erred  by  statute  or  authorized  by  the  Directors,  or  by  a  resolution  of  the 
stockholders. 

f.  To  appoint  and  at  their  discretion  remove  or  suspend  such  officers, 
agents  or  servants,  not  otherwise  elected  or  appointed,  including  a  General 
.Manager  and  a  Cashier  of  the  Corporation,  permanently  or  temporarily,  as 
they  think  fit,  and  to  prescribe  their  duties  and  determine  their  salaries 
or  emoluments,  and  to  require  security  in  such  instances  and  in  such  amounts 
as  they  think  fit. 

g.  To  confer  by  resolution  upon  any  appointed  officer  of  the  Company, 
the  power  to  choose,  remove  or  suspend  such  officers,  agents  or  servants. 

h.  To  appoint  any  person  or  corporation  to  accept  and  hold  in  trust  for 
the  Company  any  property  belonging  to  the  Comjmny,  or  in  which  it  is 
interested,  or  for  any  other  purpose,  and  to  execute  and  do  all  such  deeds 
and  things  as  may  be  requisite  in  relation  to  any  such  trust. 

i.  To  determine,  except  as  otherwise  provided  by  these  by-laws,  who  shall 
be  authorized  on  the  Company's  behalf  to  sign  bills,  notes,  receipts,  accep- 
tances, indorsements,  checks,  releases,  contracts  and  documents. 

j.  To  delegate  any  of  the  powers  of  the  Board  in  the  course  of  the  cur- 
rent business  of  the  Company  to  any  standing  or  special  committee,  or  to 
any  officer  or  agent,  and  to  appoint  any  persons  to  be  the  agents  of  the 
Company,  with  such  powers  (including  the  power  to  sub-delegate)  and 
upon  such  terms  as  they  see  fit. 

k.     By  resolution  to  remove,  for  cause,  any  Director,  and  with  or  without 
cause  any  other  officer  of  the  Company,  during  his  term  of  office.    The  pass- 
age of  such  resolutions  shall,  ipso  facto,  create  a  vacancy  in  the  office  in 
question,  to  be  filled  as  provided  in  Section  35  of  these  by-laws. 
Compensation  of  Directors. 

26.  Directors,  as  such,  shall  not  receive  any  stated  salary  for  their  serv- 
ices but  by  resolution  of  the  Board,  a  fixed  sum,  and  expenses  of  attend- 
ance if  any,  may  be  allowed  for  attendance  at  each  regular  or  special 
meeting  of  the  Board;  provided,  that  nothing  herein  contained  shall  be 
construed  to  preclude  any  Director  from  serving  the  Company  in  any  other 
capacity  and  receiving  compensation  therefor.  Members  of  either  standing 
or  special  committees  may  be  allowed  such  compensation  as  the  Directors 
may  determine,  for  attending  committee  meetings. 

Executive  Committee. 

27.  There  may  be  an  Executive  Committee  of  Directors  appointed  by 
the  Board,  who  shall  meet  at  regular  periods,  or  on  notice  to  all  by  any  of 
their  own  number;  they  shall  advise  with  and  aid  the  officers  of  the  Com- 
pany in  all  matters  concerning  its  interest  and  the  management  of  its  busi- 
ness, and  generally  perform  such  duties  and  exercise  such  powers  as  may 


BY-LAWS.  735 

be  directed  or  delegated  by  the  Board  of  Directors  from  time  to  time,  and 
they  shall  have  authority  to  exercise  all  the  powers  of  the  Board  when 
at  any  time  a  quorum  fails  to  attend  any  regular  or  special  meeting  thereof. 
Minutes  of  the  acts  and  proceedings  of  the  Executive  Coiu'iuttee  shall  be 
kept  in  a  proper  record  book  by  the  Secretary,  and  shall  be  laid  before  the 
Directors  at  their  next  meeting. 

Clerk. 

28.  The  Clerk  of  the  Company  shall  be  a  resident  of ,  Maine, 

and  shall  be  sworn  to  the  faithful  performance  of  his  duties.  He  need 
not  be  a  stockholder.  He  shall  keep  a  full  and  accurate  record  of  all  stock- 
holders' meeting.s,  ishall  keep  an  office  in  said as  required  by 

law,  and  .shall  have  the  custody  of  all  books  and  papers  belonging  to  the 
Company  which  are  located  in  said  office.  He  shall  receive  a  reasonable 
compensation  for  his  services.  In  the  absence  of  the  Clerk  a  clerk  pro 
tempore  may  be  chosen,  who  shall  be  a  resident  of  Maine,  and  shall  be 
duly  sworn. 

Secretary. 

29.  The  Secretary  shall  be  elected  annually  by  the  Board  of  Directors 
as  provided  in  Section  l.'l  of  these  by-laws.  He  shall  give,  or  cause  to  be 
given,  notice  of  all  meetings  of  the  stockholders  and  of  the  Board  of  Direct- 
ors, and  all  other  notices  required  by  law  or  these  by-laws,  and  in  case  of 
his  absence  or  refusal  or  neglect  so  to  do,  then  such  notice  may  be  served 
by  any  stockholder  thereunto  directed  by  the  President  or  Vice-President, 
any  two  Directors,  or  any  five  stockholders.  He  shall  keep  true  records  of 
all  meetings  of  the  Board  and  perform  such  other  duties  as  may  be  pre- 
scribed 'by  the  Board  of  Directors  or  President,  under  whose  supervision  he 
shall  be. 

Treasurb:r. 

30.  The  Treasurer  shall  keep  full  and  accurate  accounts  of  receipts  and 
disbursements  in  books  belonging  to  the  Company,  and  shall  deposit  all 
moneys  and  other  valuable  effects  in  its  name  and  to  its  credit  in  such 
depositories  as  may  be  designated  by  the  Board  of  Directors. 

31.  He  shall  disburse  the  funds  of  the  Company  as  may  be  ordered  by 
the  Board,  taking  proper  vouchers  therefor,  and  shall  render  to  the  President 
and  Directors,  at  the  regular  meetings  of  the  Board  or  whenever  they  may 
require  it,  an  account  of  all  his  transactions  as  Treasurer  and  of  the  finan- 
cial condition  of  the  Company.  He  shall  sign  all  cheeks,  drafts  or  orders 
for  the  payment  of  money. 

32.  He  shall  give  the  Company  a  bond  in  a  sum,  and  with  sureties  satis- 
factory to  the  Board,  for  the  faithful  discharge  of  the  duties  of  his  office 
and  for  the  restoration  to  the  Company  in  case  of  his  death,  resignation  or 
removal  from  office,  of  all  its  books,  papers,  vouchers'  money  or  other  prop- 
erty of  whatever  kind  in  his  possession. 

Resignations. 

33.  Any  Director  or  other  elected  officer  or  member  of  any  Committee 
except  the  Clerk,  may  resign  at  any  time.  Such  resignation  shall  be  made 
in  writing  and  shall  take  effect  at  the  time  specified  therein.  If  no  time 
is  specified,  it  shall  take  effect  from  the  time  of  its  receipt  by  the  Clerk, 
who  shall  record  such  resignation,  noting  the  day,  hour  and  minute  of  it3 


736      CORPORATION  FORMS  AND  PRECEDENTS. 

reception.  The  acceptance  of  a  resignation  shall  not  be  necessary  to  make  it 
effective.  The  transfer  by  any  Director  of  all  his  stock  shall  operate  ipso 
facto  as  a  resignation  and  create  a  vacancy  in  his  office. 

34.  The  Clerk  may  resign  at  any  time  by  filing  his  resignation  with  the 

Eegister  of  Deeds  in County,  Maine,  said  resignation  to  take 

effect  from  and  after  the  time  of  its  receipt  by  such  Eegister. 

Filling  of  Vacancies. 

35.  If  the  office  of  one  or  more  Directors  or  other  officer  or  one  or  more 
of  any  Committee  of  the  Company  becomes  vacant  by  reason  of  death,  resig- 
nation, disqualification,  or  otherwise,  the  remaining  Director  or  Directors, 
although  less  than  a  quorum,  may  by  a  majority  vote,  choose  or  appoint 
a  successor  or  successors,  who  shall  hold  office  for  the  unexpired  term. 

Duties  of  Officers  May  be  Delegated. 

36.  In  case  of  the  absence  of  any  officer  of  the  Company,  or  for  any 
reason  that  the  Board  may  deem  sufficient,  the  Board  may  delegate  the 
powers  or  duties  of  such  officer  to  any  other  officer  or  to  any  Director,  for 
the  time  being,  provided  a  majority  of  the  Directors  in  office  concur  there- 
in.    This  by-law  shall  not  apply  to  the  Clerk. 

Issue  and  Transfer  op  Stock. 

37.  The  President  shall  cause  to  be  issued  to  each  stockholder  one  or  more 
certificates  representing  the  number  of  shares  owned  by  him  in  the  Company, 
signed  by  the  President,  or  Vice-President  and  by  the  Cashier,  Clerk  or 
Treasurer  and  bearing  the  corporate  seal.  Neither  the  President  nor  Treas- 
urer shall  sign  blanks  and  leave  them  for  use  by  the  other,  nor  sign  them 
without  a  knowledge  of  the  apparent  title  of  the  jjerson  to  whom  they  are 
issued.  In  case  of  the  absence  or  disability  of  either  of  said  officers,  the 
signature  of   a  majority   of   the  Directors  in   his  stead   is  sufficient. 

38.  The  stock  of  the  Company  is  transferable  only  upon  its  books  by 
the  holders  of  the  shares  in  person  or  by  their  legal  representatives,  and 
upon  such  transfer  the  old  certificates  shall  be  surrendered  to  the  Company 
by  delivery  thereof  to  the  person  in  charge  of  the  stock  and  transfer 
books  and  ledgers,  or  such  other  person  as  the  Directors  may  designate,  by 
whom  they  shall  be  cancelled,  and  new  certificates  shall  thereupon  be  issued. 
A  record  shall  be  made  of  such  transfer  and  issue.  Whenever  any  transfer 
shall  be  made  for  collateral  security  and  not  absolutely  the  fact  shall  be 
so  expressed  in  the  entry  of  said  transfer. 

39.  The  Company  shall  be  entitled  to  treat  the  registered  holder  of  any 
share  as  the  absolute  owner  thereof,  and  accordingly  shall  not  be  bound  to 
recognize  any  equitable  or  other  claim  to,  or  interest  in,  such  share  on  the 
part  of  any  other  person,  whether  or  not  it  shall  have  express  or  other 
notice  thereof,  save  as  expressly  provided  by  the  statutes  of  Maine. 

Loss  of  Certificate. 

40.  Any  person  claiming  a  certificate  of  stock  to  be  lost  or  destroyed, 
shall  make  affidavit  or  affirmation  of  that  fact  and  advertise  the  same  in 
such  manner  as  the  Board  may  require,  and  shall  give  the  Company  a  bond 
of  indemnity,  in  form  and  with  one  or  more  sureties  satisfactory  to  the 
Board,  in  at  least  double  the  par  value  of  such  certificate,  whereupon  the 
President  and  Treasurer  may  cause  to  be  issued  a  new  certificate  of  the 


BY-LAWS.  737 

same  tenor  with  the  one  alleged  to  be  lost  or  destroyed,  but  always  subject 
to  the  ai)proval  of  the  Board. 

Stock  Non-Assessable. 

41.  The  stock  of  this  Company  shall  be  forever  non-assessable.  This 
by-law  shall  not  be  altered  or  repealed,  and  shall  form  a  condition  ui)on 
which  all  stock  of  the  Company  shall  bo  issued. 

Dividends. 

42.  The  Board  of  Directors  shall,  subject  to  the  provisions  of  Section 
47  of  these  by-laws,  declare  dividends  out  of  the  8uri)lu8  profits  whenever 
they  deem  it  expedient.  Before  payment  of  any  dividends  or  making  any 
distribution  of  profits  there  shall  be  set  aside  out  of  the  net  profits  of  the 
Company,  such  sum  or  sums,  as  the  Directors  from  time  to  time  in  their 
absolute  discretion  think  proper  as  a  reserve  fund  to  meet  contingencies, 
or  for  equalizing  dividends,  or  for  repairing  and  maintaining  any  property 
of  the  Company,  or  for  any  such  other  purpose  as  the  Directors  shall  think 
conducive  to  the  interests  of  the  Company.  The  Board  of  Directors  shall 
close  the  transfer  books  for  five  days  before  the  payment  of  any  dividend. 

Statement  of  Condition. 

43.  The  Board  of  Directors  shall  present,  when  called  for  by  the  stock- 
holders, a  full  and  clear  statement  of  the  business  and  condition  of  the 
Company. 

Notice. 

44.  Whenever  notice  is  required  by  statute  or  by  these  by-laws  to  be 
given  to  the  stockholders,  or  the  Directors,  or  to  any  oflBcer  of  the  Com- 
pany, personal  notice  is  not  meant  unless  expressly  so  stated;  and  any 
notice  so  required  (other  than  by  publication),  shall  be  deemed  to  be 
sufficient  if  given  by  depositing  the  same  in  a  post-office  box  in  a  special 
post-paid  wrapper,  addressed  to  such  stockholder,  Director  or  officer  at  his 
last  known  post-office  address,  and  such  notice  shall  be  deemed  to  have 
been  given  at  the  time  of  such  mailing,  except  where  notice  is  given  by  wire, 
in  which  ease  notice  shall  be  deemed  to  be  given  at  the  time  the  same  is 
delivered  to  the  telegraph  company. 

Waiver  of  Notice. 

45.  Any  stockholder,  officer  or  Director,  may  at  any  time  waive  any 
notice  required  to  be  given  under  these  by-laws.  The  presence  of  a  stock- 
holder, in  person  or  by  proxy,  at  any  stockholders'  meeting,  and  the 
presence  of  a  Director  in  person  at  any  Directors'  meeting,  shall  be  deemed 
such  a  waiver. 

Amendments. 

46.  The  stockholders,  by  the  affirmative  vote  of  a  majority  of  the  stock 
issued  and  outstanding,  may  at  any  regular,  or  upon  notice  at  any  special 
meeting,  alter  or  amend  these  by-laws  in  any  manner  not  contrary  to  law 
or  these  by-laws. 

(The  laws  of  Maine  permit  the  creation  of  preferred  and  other  classes 
of  stock  "with  such  designations,  preferences  and  voting  powers  or  re- 
strictions or  qualifications  thereof,"  as  may  be  fixed  in  the  by-laws.  The 
following  is  a  provision  adapted  to  a  non-cumulative  preferred  stock, 
which  may  be  added  to  the  above  bylaws  as  §47: 


738   CORPORATION  FORMS  AND  PRECEDENTS. 

"§47.  The  stock  of  this  company  shall  be  of  two  kinds,  to  wit:  com- 
mon stock  and  preferred  stock.    There  shall  be shares  of  preferred 

stock  and shares  of  common  stock.     The  holders  of  the  preferred 

stock  shall  be  entitled  to  receive annually  all  net  earnings  of  the 

company  determined  and  declared  as  dividends  in  each  fiscal  year  up  to 
but  not  exceeding per  cent,  per  annum  upon  all  outstanding  pre- 
ferred stock  before  any  dividend  shall  be  set  apart  or  paid  on  the  common 
stock,  but  such  dividends  on  the  preferred  stock  shall  not  be  cumulative, 
and  the  preferred  stock  shall  not  be  entitled  to  participate  in  any  other 
or  additional  earnings  or  profits.  In  case  of  liquidation  or  dissolution  of  the 
company  the  holders  of  preferred  stock  shall  be  entitled  to  receive  cash  to 
the  amount  of  their  preferred  stock  at  par  before  any  payment  in  liquidation 
is  made  upon  common  stock,  and  shall  not  thereafter  participate  in  any  of 
the  property  of  the  company  or  proceeds  of  liquidation.  The  preferred  and 
common  stock  shall  have  equal  voting  power.") 

The  foregoing  section  can  be  readily  changed  so  as  to  provide  for  a 
cumulative  stock  by  changing  the  word  "but"  before  "such  dividends,"  to 
"and,"  omiting  the  word  "not"  after  "shall,"  and  changing  the  next 
"and"  to  "but."  If  the  preferred  stock  is  to  have  no  voting  power, 
change  the  last  sentence  accordingly.  The  section  should  be  headed  "Pre- 
ferred Stock." 

See  as  to  power  to  provide  for  preferred  stock  by  by-law,  Cook  on  Cor- 
porations, §  268;  Clark  &  M.,  Corp.,  §  415b. 

Form  1171. 
BY-LAWS— (SHORT  FORM). 

AETICLE  I.  :\IEETTXGS  OF  STOCKHOLDERS.  The  annual  meet- 
ing of  the  stockholders  of  the    Company  shall 

be  held  at  its  principal  office,  No Street, 

in  the  city  of    ,  state   of    ,  at 

0  'clock    in    the    noon,    on    the    , 

of  each  year,  beginning  with  the  year  19....,  at  which  time  there 
shall    be    elected    by    the    stockholders    of    the    Company,    by    ballot,    a 

board    of    directors    for    the    ensuing    year,    and    the 

stockholders  shall  transact  such  other  business  as  shall  proj)Prly  come 
before  them.  A  majority  of  the  stock  issued  and  outstanding  repre- 
sented either  in  person  or  by  proxy,  shall  constitute  a  quorum  for 
the  transaction  of  business.  Each  stockholder  shall  be  entitled  to  one 
vote  for  each  share  of  stock  standing  in  his  name  on  the  books  of 
the  company,  whether  represented  in  person  or  by  proxy.  A  notice 
setting  out  the  time  and  place  of  such  annual  meeting  shall  be  mailed, 
postage  prepaid,  to  each  stockholder  of  record  at  his  address  as  the 
same  appears  on  the  stock  book  of  the  Company,  or  if  no  such  address 

appears,  at  his  last  known  place  of  address,  at  least   days 

prior  to  the  annual  meeting.  If  a  quorum  be  not  present  at  the  annual 
Kieeting,  the  stockholders  present  in  person  or  by  proxy  may  adjo.urn 
to  such  future  time  as  shall  be  agreed  upon  by  them,  and  notice  of 
such  adjournment  shall  be  mailed,  postage  prepaid,  to  each  stockholder 

at  least    days  before  such  adjourned  meeting;  but  if 

a  quorum  be  present,  they  may  adjourn  from  day  to  day  as  they  see  fit,  and 
no  notice  of  such  adjournment  need  be  given. 


BY-LAWS.  739 

A  special   meeting   of   the   stockholders   may   be   calle<l   at   any   time 

by    the   President,   any    tv^o    directors,   or    the    holders    of    

shares  of  the  capital  stock  of  the  Company.  The  secretary  shall  mail 
a    notice    of    such    call    to    each    stockholder    of    the    Company    at    least 

days   before   such   meeting,   and  such   notice  shall   state 

the  time,  and  place  of  such  meeting  and  the  object  thereof. 

ARTICLE   ir.     MEETINGS  OF  DIKECTOKS.     Regular  meetings   of 

the  board  of  directors  of  the  Company  shall  be  held   on   the    

Monday    (or    other    day    of    the    week)    of    each    month,    at    the    office    of 

the   Company  in    ,  or  at  such   other  time  as  the  board 

of    directors    shall    by    resolution    appoint.      Special    meetings    may    be 

called  by  the   president,  or   any   two   directors   by   giving    

days'  notice  to  each  director.  A  majority  of  the  directors  shall  con- 
stitute a  quorum.  The  directors  shall  have  the  general  management 
and  control  of  the  business  and  affairs  of  the  Company  and  shall  exer- 
cise all  the  powers  that  may  be  exercised  or  pcrfonaed  by  the  corpo- 
ration, under  the  statutes,  the  certificate  of  incorporation,  and  the 
by-laws. 

ARTICLE  III.  EXECUTIVE  COMMITTEE.  The  directors  may  in 
their  discretion  appoint  from  their  own  number  an  executive  com- 
mittee of   members,  and  such  executive  committee  shall 

be  vested  with  all  the  powers  of  the  board  of  directors  when  such 
board  is  not  in  session. 

ARTICLE  IV.  OFFICERS.  The  officers  of  this  Company  shall  con- 
sist of  a  president,  a  vice-president,  a  secretary,  and  a  treasurer,  and 
such  other  officers  as  shall  from  time  to  time  be  chosen  and  appointed. 

The  president  shall  preside  at  all  meetings  of  the  directors  and  stock- 
holders and  shall  have  general  charge  of  and  control  over  the  affairs 
of  the  corporation  subject  to  the  board  of  directors. 

The  vice-president  shall  perform  such  duties  as  may  be  assigned  to 
him  by  the  board  of  directors.  In  case  of  the  death,  disability  or 
absence  of  the  president,  he  shall  perform  and  be  vested  with  all  of 
the   duties   and   powers   of  the   president. 

The  secretary  shall  countersign  all  certificates  of  stock  of  the  Com- 
pany. He  shall  keep  a  record  of  the  minutes  of  the  proceedings  of 
meetings  of  stockholders  and  directors,  and  shall  give  notice  as  required 
iu  these  by-laws  of  all  such  meetings.  He  shall  have  custody  of  all 
books,  records,  and  papers  of  the  Company,  except  such  as  shall  be 
iu  the  charge  of  the  treasurer,  or  of  some  other  person  authorized  to 
have  custody  and  possession  thereof  by  a  resolution  of  the  board  of 
directors. 

Che  treasurer  shall  keep  accounts  of  all  moneys  of  the  Company 
received  or  disbursed,  and  shall  deposit  all  moneys  and  valuables  in  the 
name  of  and  to  the  credit  of  the  Company  in  such  banks  and  deposita- 
riv?9  as  the  board  of  directors  shall  designate.  All  checks  for  the  pay- 
nicnt  of  money  shall  be  countersigned  by  the  treasurer. 

ARTICLE  V.  VACANCIES  IN  OFFICE.  In  case  of  the  death,  dis- 
ability, resignation  or  otherwise  of  one  or  more  of  the  officers  or  direc- 
tors, the  remaining  directors,  although  less  than  a  quorum,  shall  fill 
the  vacancies  for  the  unexpired  term. 

ARTICLE   VL      AMENDMENT   OF   BY-LAWS.      Anv    of    these    by- 


740   CORPORATION  FORMS  AND  PRECEDENTS. 

laws   may   be   amended   by  majority   vote  of^the   stockholders    at   any 
annual  meeting,  or  at  any  special   meeting  called  for  the  purpose. 

The  foregoing  by-laws  set  out  in  the  above  form,  while  very  simple,  will, 
in  many  cases,  be  found  adequate  for  the  management  of  the  ordinary  cor- 
poration. The  changes  necessitated  therein  by  the  statutory  law  under 
which  the  corporation  is  organized  and  by  the  articles  of  incorporation 
must,  of  course,  be  made. 

Form  1172. 
BY-LAW  PROVIDING  FOR  GENERAL  MANAGER. 

The  duties  of  the  General  Manager  shall  be  to  look  after  and  super- 
intend all  mining  and  manufacturing  operations  of  the  Company,  and, 
subject  to  the  approval  of  the  President,  to  employ  all  assistants  and 
labor  necessary  therefor,  contract  for  compensation,  and  to  discharge 
any  person  so   employed.  , 

He  shall  make  a  report  to  the  President  and  Directors  annually,  or 
oftener,  if  required  so  to  do,  setting  forth  the  result  of  the  operations 
under  his  charge,  together  with  suggestions  looking  to  the  improve- 
ment and  betterment  of  the  condition  of  the  Company,  and  perform 
such  other  duties  as  the  President  or  the  Board  shall  require. 

See  generally  as  to  the  powers  of  a  general  manager,  Cook  on  Corpora- 
tions, §§  719,  726,  727;  Clark  &  M.,  Corp.,  §  700. 

Form  1173. 
BY-LAW  RELATING  TO  AUDITORS. 

Tie  auditor  shall  have  supervision  over  all  the  accounts  and  account 
books  of  the  company,  and  see  that  the  system  of  keeping  the  same  is 
enforced  and  maintained.  He  shall  direct  as  to  forms  and  blanks  relat- 
ing to  books  and  accounts  in  all  departments,  and  no  change  shall  be 
made  without  his  consent  or  the  consent  of  the  chairman,  president, 
or  executive  committee.  He  shall  see  that  there  is  kept  in  the  book- 
keeping department  a  set  of  books  containing  a  complete  record  of 
all  business  transactions  of  the  company  pertaining  to  accounts,  and 
shall,  when  requested,  furnish  the  board,  executive  committee,  chair- 
man or  president  a  statement  of  the  earnings  and  expenses  of  the 
company,  or  of  any  other  company  in  which  this  company  may  be  inter- 
ested, for  any  given  time,  and  shall  keep  books  and  records  for  the 
purpose  of  furnishing  such  statistics.  He  shall  verify  the  assets  reported 
by  the  treasurer  or  assistant  treasurer  at  least  twice  a  year,  and  mcke 
report  of  the  same  to  the  board  or  executive  committee.  He  shall 
cause  the  books  and  accounts  of  all  officers  and  agents  charged  with 
the  receipt  or  disbursement  of  money  to  be  examined  as  often  as  prac- 
ticable, or  when  requested  by  the  chairman,  president  or  executive 
committee,  and  shall  ascertain  whether  or  not  the  cash  and  vouchers 
covering  the  balances  are  actually  on  hand.  He  shall  render  such 
assistance  and  advice  as  the  chairman,  president,  executive  committee 
or  board  may  desire  concerning  the  books,  accounts  and  system  of 
financial  transactions  of  all  other  corporations  in  which  this  company 
is  interested,  and  furnish  to  the  chairman,  president  or  executive  com- 
mittee  such   statements    concerning   the    same   as   may   be   requested   by 


BY-LAWS.  741 

them.     In  case  of  a  default  coming  to  his  knowledge  at  any  time  he  shall 
at   once   notify  the   chairman   and   president. 

Form  1174.    ' 
CERTIFICATE  AS  TO  BY-LAWS  OF  CORPORATION. 

Know    all    men    by    these    j)resents,    that    we,    the    lUKiersigned,    Direc- 
tors   and    Secretary    of     the     Corporation     known     as    and     called    the 

,    do    hereby 

certify   that   the   above   and   foregoing   By-Laws   were    duly   adopted    as 

the  By-Laws  of  said  Corporation,  on  the day  of   , 

A.   D.   nineteen   humircd   and    ;    and   that   the   same   do   now 

constitute  the  By-Laws  of  said   Corporation. 


Directors. 

Secretary  of  the    

(Seal  of  Corporation.) 


CHAPTER  XII. 
CERTIP^ICATES  OF  STOCK. 

Form  1175. 
CERTIFICATE  OF  STOCK. 

Incorporated  under  the  laws  of  the  state  of   

Capital    Stock     ^ 

^Q Shares. 

-jjjQ    Company. 

This   certifies  that    is   t^e   owner   of 

shares  of  the  capital  stock  of  the  

Company,  transferable  only  on  the  books  of  the  said  Company  by  the 
holder  hereof,  in  person  or  by  duly  authorized  attorney,  on  surrender 
of  this   certificate   properly  endorsed. 

Witness  the  seal  of  said  Company  and  the  signatures  of  its   President 

and    Secretary    this    day    of    ,    19 

President. 

Secretary. 

Shares,  $100  each. 

(Corporate  Seal.) 

Endorsement. 

For    value    received,    hereby    sell, 

assign   and   transfer   unto    

shares  of  the   capital   stock,  represented   by   the   within   certificate,   and 

do    hereby    irrevocably    constitute    and    appoint    , 

attorney,  to  transfer  the  said  Stock  on  the  books  of  the  within-named 
company,  with  full  power  of  substitution  in  the  premises. 

Dated,    ,    19 

In  the  presence  of: 


See  for  definition  of  "Certificates  of  Stock,"  and  the  nature  thereof, 
Cook  on  Corporations,   §  13;   Clark  &  M.,  Corp.    §§  378,  423    427. 

See  generally  as  to  certificates  of  stock  and  the  form  and  negotiability 
thereof;  Cook  on  Corporations,  §13;   Clark  &  M.,  Corp.     §  378. 

See  as  to  right  of  a  stockholder  to  a  certificate  of  stock  representing  his 
interest  and  his  remedies  for  a  refusal  to  issue  the  same,  Cook  on  Corpora- 
tions, §'61;  Clark  &  M.,  Corp.,  §  §  425-426. 

742 


CERTIFICATES  OF  STOCK.  743 

Form  1176. 
FULL  PAID  CERTIFICATE  OF  STOCK. 

Incorporated  under  the  laws  of  the  State  of    

Number.  Shares. 


The     Company. 

Capital   Stock   $ 

This  certifies  that    is  the  owner 

of  shares  of  One  Hundred  Dollars  each  of  the 

Capital    Stock    of    the     - ". . .     Company, 

full  paid  and  nonassessable,  transferable  only  on  the  books  of  the 
Corporation  by  the  holder  hereof  in  person  or  by  Attorney,  upon  sur- 
render of  this  Certificate  properly  endorsed. 

In  Witness  Whereof,  the  said  Corporation  has  caused  this  Certificate 
to  be  signed  by  its  duly  authorized  oflScers  and  to  be  sealed  with  the 
Seal  of  the  Corporation  this day  of A.  D.  19.  . 


President. 


[Seal] 


Secretary. 
Shares  $100  Each. 
("Endorse   form   of  transfer,   as   in   preceding   form.) 

See  for  form  of  temporary  certificate  Form  19.32,  post. 

See  .as  to  the  meaning  of  the  phrase  "fully  paid-up  shares,"  Cook  on 
Corporations,    §  50. 

See  as  to  the  liability  of  bona  fide  purchasers  for  value  and  without 
notice  of  stock  issued  as  paid  up,  Cook  on  Corporations,  §50;  Clark  &  M., 
Corp.,  §  .396. 

See  as  to  the  issue  of  shares  of  stock  as  fully  paid  up,  where  the  whole 
amount  of  the  par  value  thereof  has  not  been  paid  in,  Cook  on  Corpora- 
tions,  §§28-51a;    Clark  &  M.,  Corp.,   §§380-401. 

Form  1177. 
CERTIFICATE  OF  STOCK  PARTIALLY  PAID  FOR. 


Incorporated  under  the  laws  of  the  State  of    

Number.  Shares. 


The    Company 

Capital  Stock  $ 

This   certifies  that    is   the   owner   of 

shares   of   One    Hundred    Dollars   each    of   the 

Capital   Stock   of   the    Company,   on 

v/hich  has  been  paid  on  each  share  the  sum  of   

Dollars,  transferable  only  on  the  books  of  the  Corporation  by  the 
holder  hereof  in  person  or  by  Attorney,  upon  surrender  of  this  Certifi- 
cate properly  endorsed. 

In  Witness  Whereof,  the  said  Corporation  has  caused  this  Certificate 


744      CORPORATION  FORMS  AND  PRECEDENTS. 

to   be  signed  by  its  duly  authorized  oflScers  and   to  be   sealed   with  the 
Seal  of  the  Corporation  this   day  of   A.  D.  19.... 


President. 
[Seal] 


Treasurer. 
Shares  $100   Each. 
(Endorse   form  of  transfer,  as  in  Form  1175,  supra.) 
See  note  to  preceding  form. 

Form  1178. 

PROVISIONAL  CERTIFICATE  WHEN  STOCK  NOT  FULLY 

PAID  UP. 

The    Company,  Incorporated   under   the   laws 

of  the  State  of  

Number.  Shares. 


This  is  to  certify  that  A.  B.  is  the  holder  of shares 

of  $ each,  numbered    ,   inclusive,   in    the 

Company,   upon   which   the   sum   of    $ 

per  share  has  been  paid. 

The  remaining  instalments  are  due  as  follows: 
(Here   insert  time   of   payment   of  instalments.) 

In  witness  whereof,  said  The    Company   has 

caused  this  certificate  to  be  signed  by  its  duly  authorized   officers  and 

sealed  with  the  corporate  seal  of  the  Company,  this day  of 

,   19 


President. 
(Corporate  Seal) 


Secretary. 
Endorse  form  of  transfer  as  in  Form  1175,  supra. 

Form  1179. 

CERTIFICATE  OF  STOCK  TO  BE  COUNTERSIGNED 
AND  REGISTERED. 

Number.  Shares. 


THE   Company. 

Incorporated  under  the  laws   of  the   State  of    

This  certifies  that    is  the   owner 

of    ( )    shares    of   the    Capital    Stock    of 

The   Company,   transferable   only   on   the  books 

of  said  Company,  in  person  or  by  Attorney,  on  surrender  of  this  Cer- 
tificate. 

Not  valid  unless  countersigned  by  the  Transfer  Agent  and  Eegistrar 
of  Transfers. 


CERTIFICATES  OF  STOCK.  745 

lu    Witness    Whereof,   said    Company    has    caused    this    Certificate    to 

be  signed  by  its  President  and  Secretary  at  Chicago,  111.,  this 

day  of   ,  19.... 

President. 
Secretary. 


Countersigned    

INDUSTRIAL   LOAN    &   TRUST    CO., 

By    

Transfer    Agent. 

Countersigned  and  registered,  this day  of   19.  .  .  . 

INTEGRITY  LOAN   &  TRUST  COMPANY, 

Registrar   of   Transfers. 

By   

Secretary. 

ENDORSEMENT. 
For  value  received hereby  sell,  assign  and  transfer  unto 

shares    of    the    Capital    Stock    represented    by    the    within    Certificate, 

and   do   hereby   irrevocably   constitute   and   appoint    

Attorney  to  transfer  the  said  stock  on  the  books  of  the  within   named 
Company   with  full   power   of   substitution   in   the   premises. 
Dated    ,  19 


In  presence  of 


Notice:  The  signature  to  this  assignment  must  correspond  with  the 
rame  as  written  upon  the  face  of  the  certificate,  in  every  particular, 
without  alteration  or  enlargement,  or  any  change  whatever. 

Form  1180. 

CERTIFICATE  OF  STOCK  OF  NORTHERN  SECURITIES 

COMPANY. 

Authorized    Capital    Stock,    $400,000,000. 

^  0 Shares. 

Northern   Securities   Company. 

Incorporated  and  Registered  under  the  Laws  of  the  State  of  New 
Jersey. 

This   certifies  that    is   the   registered   holder 

of    Shares  of  the  Capital  Stock  of  the  Northern 

Securities  Company  of  One  Hundred  Dollars  each,  transferable  only  on 
the  books  of  the  company  by  the  holder  hereof,  in  person  or  by  duly 
authorized  attorney  upon  surrender  of  this  certificate. 

This  certificate  shall  not  become  valid  until  countersigned  by  the 
transfer   agent  and   also   by  the  registrar  of  transfers. 

In    testimony    whereof,    the    said    Company    has    caused    this    certificate 


746   CORPORATION  FORMS  AND  PRECEDENTS. 

to  be  signed  by  its  President  and   Treasurer  this    day   of 

A.  D.  19 


President. 


Treasurer. 
Countersigned  this    day  of ,  A.  D.  19. .  . 


Transfer    Agent. 

Countersigned    and    Registered    this    day    of 

,  A.   D.   19 

Manhattan    Trust    Company, 

Registrar   of   Transfers. 

By   

Secretary. 
Shares  $100   each. 
Endorse  form  of  transfer  as  in  Form   1179,  supra. 

Form  1181. 
CERTIFICATE  OF  PREFERRED  STOCK. 

Incorporated  Under  The  Laws  of  The  State  of    

No Shares    

Company. 

Capital  Stock  $ 

This  certifies  that    is  the  owner  of   shares 

ot    the    Preferred    Capital    Stock    of    the    Company, 

tjansferable  only  on  the  books  of  the  Corporation  by  the  holder  hereof 
in  person  or  by  attorney  upon  surrender  of  this  Certificate  properly 
indorsed. 

This  certificate  entitles  the  holder  to  receive,  and  the  Corporation 
is  bound  to  pay  out  of  any  and  all  surplus  or  profits  whenever  ascer- 
tained, (non)   cumulative  dividends  thereon  at  the  rate  of   

per  cent,  per  anniuu,  payable  annually  (semi-annually  or  quarterly) 
before  any  dividends  shall  be   declared  on   the  common  stock. 

(The  preferred  stock  is  subject  to  redemption  at  par  on  the 

day   of    ,   19 .... ,   or    at   any   other   time 

thereafter  that  the  Board  of  Directors  may  select.)  (The  holders  of 
preferred   stock   shall   have    no    vote    in   the   corporation.) 

In  Witness  Whereof,  the  said  Corporation  has  caused  this  certificate 
to  be  signed  by  its  duly  authorized  officers  and  to  be  sealed  with  the 
Seal   of  the   Corporation,  this    day   of    ,   19.... 


Secretary.  President. 

Shares  $ Each. 

Endorse  form  of  transfer  as  in  Form  1179,  aupra. 


CERTIFICATES  OP  STOCK.  747 

Form  1182. 

COMMON   STOCK   CERTIFICATE    (WHERE   PREFERRED 
STOCK  ISSUED). 

COMMON  STOCK. 

No Shares    

Iiicorporalcil    under   the    laws    of   the   State    of    

THE    COMTANY. 

Capital   Stock   $1,000,000   divided   into: 

First  Preferred  8^;^   Cumulative  Stock,    $2;j0,000. 

Second  Preferred  8c^   Cumulative  Stock,  .$500,000. 

Common  Stock,  $250,000. 

Total   Number   of   Shares    10,000,   par   value  $100   each. 

This  certifies  that  is  tlie  owner  of  .' 

fully  paid  shares  of  the   Common  Stock  of    Company, 

transferable  only  in  person  or  by  attorney,  on  the  books  of  the  Com- 
pany upon  the  surrender  of  this  certificate  duly  endorsed.  The  First 
Preferred  Stock  is  entitled  to  a  cumulative  preferential  dividend  at 
the  rate  of,  but  never  e.xceeding,  8%  per  annum  on  par  value  payable 
from  profits  at  such  times  as  the  Board  of  Directors  shall  determine 
and  has,  on  the  liquidation  or  dissolution  of  the  Company,  preference 
over  all  other  stock  as  to  unpaid  dividends,  and  to  the  extent  of  its 
par  value,  to  the  distributive  share  of  the  assets.  The  Second  Preferred 
Stock  is  entitled  to  a  cumulative  preferential  dividend  at  the  rate  of, 
but  never  exceeding,  8%  per  annum  on  par  value,  payable  from  profits 
after  payment  of  all  accumulated  dividends  on  First  Preferred  Stock 
and  before  payment  of  any  dividends  on  Common  Stock,  at  such  times 
as  the  Board  of  Directors  shall  determine,  and  having  on  the  liquida- 
tion or  dissolution  of  the  Company,  preference  over  Common  Stock  as 
to  unpaid  dividends,  and  to  the  extent  of  its  par  value,  to  the  dis- 
tributive share  of  the  assets. 

The  Common  Stock  has  equal  voting  powers  with  the  First  Preferred 
and  Second  Preferred  Stocks.  After  the  payment  of  the  dividends 
on  the  preferred  stocks,  dividends  may  be  declared  on  the  Common 
Stock  from  time  to  time  out  of  the  surplus  earnings  or  net  profits  of  the 
Company,  and  in  such  amounts  as  the  Board  of  Directors  in  its  dis- 
cretion shall  determine.  In  the  event  of  the  liquidation  or  dissolution 
of  the  Company,  after  the  payment  of  accrued  and  unpaid  dividends 
on,  and  the  par  value  of,  the  First  and  Second  Preferred  Stocks  as 
herein  provided,  the  Common  Stock  shall  be  entitled  to  the  entire  assets 
remaining. 

This  certificate  shall  not  be  valid  until  countersigned  by  the  Regis- 
trar of  Transfers. 

In   Witness   Whereof   the   said    Company 


748   CORPORATION  FORMS  AND  PRECEDENTS. 

has   caused   this   certificate   to   be    signed    oy   its   President    and    Secretary 
under   the   corporate   seal   this    day   of    ,   19.... 


President. 

Secretary. 
[Seal] 

Countersigned  and  registered  this    day  of    ,  19. 


Registrar   of   Transfers. 
Endorse  form  of  transfer  as  in  Form  1179,  supra. 

See   as   to   preferred   stock,   Cook  on   Corporations,    §§267-278;    Clark   & 
M.,  Corp.,   §§  413-420. 

Form  1183. 
FIRST  PREFERRED  STOCK  CERTIFICATE. 

No Shares  

THE   COMPANY. 

Incorporated  under  the  laws  of  the  State  of  Illinois. 

Capital   Stock   $1,000,000   divided  into: 

First  Preferred  8%   Cumulative  Stock,  $250,000. 

Second  Preferred  8%   Cumulative  Stock,  $500,000. 

Common  Stock,  $250,000. 

Total  Number  of  Shares  10,000,  par  \alue  $100  each. 

This   certifies   that    is   the   owner   of 

fully  paid   shares   of   the  First   Preferred   Capital 

Stock  of   Company,  transferable   only  in  person 

or  by  attorney,  on  the  books  of  the  Company  upon  the  surrender  of 
this  certificate  duly  endorsed.  The  First  Preferred  Stock  is  entitled 
to  a  cumulative  preferential  dividend  at  the  rate  of,  but  never  exceed- 
ing, 8o/fj  per  annum  on  par  value  payable  from  profits  at  such  times 
as  the  Board  of  Directors  shall  determine  and  has,  on  the  liquidation 
or  dissolution  of  the  Company,  preference  over  all  other  stock  as  to 
unpaid  diviilends,  and,  to  the  extent  of  its  par  value,  to  the  distributive 
share  of  the  assets.  The  Second  Preferred  Stock  is  entitled  to  a  cumu- 
hitive  preferential  dividend  at  the  rate  of,  but  never  exceeding  8% 
per  annum  on  par  value,  payable  from  profits  after  payment  of  all  ac- 
cumulated dividends  on  First  Preferred  Stock  and  before  payment  of 
any  dividends  on  Common  Stock,  at  such  times  as  the  Board  of 
Directors  shall  determine,  and  having,  on  the  liquidation  or  dissolution 
of  the  Company,  preference  over  Common  Stock  as  to  unpaid  dividends, 
and  to  the  extent  of  its  par  value,  to  the  distributive  share  of  the  assets. 

The  Common  Stock  has  equal  voting  powers  with  the  First  Preferred 
and  Second  Preferred  Stocks.  After  the  payment  of  the  dividends  on 
the  preferred  stocks,  dividends  may  be  declared  on  the  Common  Stock 
from  time  to  time  out  of  the  surplus  earnings  or  net  profits  of  the  Com- 
pany, and  in  such  amounts  as  the  Board  of  Directors  in  its  discretion 
shall  determine.  In  the  event  of  the  liquidation  or  dissolution  of  the 
Company  after  the  payment  of  accrued  and  unpaid  dividends  on,  and 
the  par  value  of,  the  First  and  Second  Preferred  Stocks  as  herein  pro- 


CERTIFICATES  OF  STOCK.  749 

vided,  the  Common  Stock  shall  be  eutitlcd  to  the  entire  assets  remaining. 

This  certificate  shall  not  be  valid  until  countersigned  by  the  Registrar 
of  Transfers. 

In   Witness    Whereof    the    said    Company    has 

caused  this  fortificate  to  be  signed  by  its  President  and  Secretary  under 

the  corporate  seal  thia   day  of   

19... 


President. 
Secretary. 


[Seal,] 

Countersigned  and  registered  this    day  of 

19... 


Registrar  of  Transfers. 

Endorse  form  of  transfer  as  in  Form   1179,  supra. 

This  form  can  also  be  used  for  the  certificates  of  second  preferred  stock 
by  substituting  the  words  "Second  Preferred  Stock,"  where  the  words, 
"First  Preferred  Stock"  are  first  used  in  the  first   paragraph. 

See  generally  as  to  preferred  stock.  Cook  on  Corporations,  §§267-278; 
Clark  &  M.,  Corp.,  §§413-420. 

Form  1184. 
PREFERRED  STOCK  CERTIFICATE. 

No Shares   


This  Certificate  is  Transferable  either  in   

or    

Company 

Organized  under  the  laws  of   

Shares   $100   each. 

This  is  to  certify  that    is  the  owner  of   

shares  of  the  par  value  of  One  Hundred  Dollars    ($100)   each,  full  paid 

and  non-assessable,  of  the  Preferred  Capital  Stock  of  the    

transferable  only  on  the  books  of  the  Company  by  the  holder  thereof  in 
j)erson,  or  by  duly  authorized  attorney,  upon  the  surrender  of  this  cer- 
tificate. 

The  holders  of  the  Preferred  Stock  are  entitled  to  receive  when  anil 
as  declared  out  of  the  surplus  or  net  profits  of  the  Company,  dividends 
at  the  rate  of  six  per  centimi  per  annum,  payable  as  the  Board  of  Directors 
may  determine,  before  any  dividend  shall  be  set  apart  for  or  paid  upon  the 
Common   Stock. 

The  dividends   upon   the   Preferred  Stock  shall  be  cumulative   from   and 

after   Accumulations  of  dividends  upon  the  Preferred  Stock 

shall  not  bear  interest.  The  Board  of  Directors  may  pay  dividends  upon 
the  Common  Stock  provided  the  dividends  upon  the  Preferred  Stock,  with 
all  accumulations,  including  accrued  dividends  to  the  date  of  the  pay- 
ment of  the  Common  Stock  dividend,  shall  have  been  dei-lared  and  shall 
have  been  paid  in  full,  or  a  sum  sufficient  for  the  payment  thereof  shall 
have  been  set  apart  for  that  purpose,  but  not  otherwise. 

The  holders  of  the  Common  Stock  are  entitled  to  receive  all  additional 


750   CORPORATION  FORMS  AND  PRECEDENTS. 

surplus  or  net  profits  distributed  in  dividends  after  the  cumulative  divi 
dends  of  six  per  centum  per  annum  upon  the  Preferred  Stock  shall  have 
been  paid  or  set  apart.  In  ease  of  liquidation  or  dissolution  of  the  Com- 
pany, the  holders  of  the  Preferred  Stock  shall  be  entitled  to  be  paid  in  full 
both  the  par  amount  of  their  shares  and  the  unpaid  dividends  at  the  rate 
of  six  per  centum  per  annum,  accumulated  and  accrued  thereon,  before  any 
?mount  shall  be  paid 'to  the  holders  of  the  Common  Stock,  but  after  such 
payment  to  the  holders  of  the  Preferred  Stock  the  remaining  assets  and 
funds  shall  be  paid  to  the  holders  of  the  Common  Stock  according  to 
their  respective  shares.  The  Preferred  Stock  is  subject  to  redemption 
at  one  hundred  and  five  per  centum  (105%)  and  accrued  dividends  to 
date  of  redemption,  under  and  in  accordance  with  the  Certificate  of  In- 
corporation of  the  Company.  As  provided  in  the  Certificate  of  Incorpora- 
tion of  the  Company,  the  Preferred  stockholders  waive  their  right  to  sub- 
scribe for  any  part  of  any  new  issue  of  Common  Stock,  and  the  holder 
of  this  certificate,  to  the  extent  that  the  bonds  of  the  Company  may  be 
converted  into  Preferred  Stock  or  to  the  extent  that  stock  may  be  issued 
in  payment  for  property  for  the  securities  of  other  corporations,  waives  all 
right  to  subscribe  for  any  part  of  such  stock.  In  case  stockholders  vote  to 
increase  the  capital  stock  of  the  Company,  such  increased  capital  stock  may 
be  offered  or  sold  to  such  parties,  either  stockholders  or  others,  and  may 
be  of  such  kind,  either  Preferred  or  Common,  as  is  provided  in  said  Certifi- 
cate of  Incorporation. 

This  certificate  is  not  valid  unless  countersigned  by  the  Transfer  Agent 
and  registered  by  the  Registrar  of  the  Company  in  one  of  the  above-named 
cities  of   or   

In  Witness  Whereof has  caused 

its  corporate  seal  to  be  hereunto  affixed  and  this  certificate  to  be  signed 
by  itp  duly  authorized  oflicers,  this day  of ,  19. . . . 


By    ,   President. 

[Seal]  ,  Treasurer. 

Registered  at   ,   

,  Registrar. 

By  ,  President. 

Countersigned  at    ,    

,  Transfer  Agent. 

Endorse  form  of  assignment  as  in  Form  1179,  supra. 
See  generally  as  to   preferred  stock,  Cook  on  Corporations,    §§267-278; 
Clark  &  M.,  Corp.,  §§  413-420. 

Form  1185. 

CERTIFICATE  OF  PREFERRED  STOCK  (UNITED  STATES 

STEEL  CORPORATION). 

SEVEN  PER  CENT   CUMULATIVE   PREFERRED   STOCK. 

No Shares 

Incorporated  under  the  Laws  of  the  State  of  New  Jersey. 

UNITED    STATES     STEEL    CORPORATION. 

This  is  to  certify  that is  the  owner  of 

fully   paid    and    non  assessable    shares   of   the    par   value    of   one    hundred 
dollars  each  in  the  Preferred  Capital  Stock  of  the  United  States  Steel  Corp. 


CERTIFICATES  OP  STOCK.  7ul 

oration,  transferable  only  in  person  or  by  attorney  upon  the  books  of  said 
Corporation  upon  surrender  of  this  certiflcate.  The  holders  of  the  preferred 
stock  shall  be  entitled  to  receive  when  and  as  declared  from  the  surplus  or 
net  profits  of  the  corporation,  yearly,  dividends  at  the  rate  of  seven  per 
centum  per  annum,  and  no  more,  payable  quarterly  on  dates  to  V^e  fixed  by 
the  by-laws.  The  dividends  on  the  preferred  stock  shall  be  cumulative,  and 
shall  be  payable  before  any  dividends  on  the  common  stock  shall  be  paid  or 
Bet  apart  so  that  if  in  any  year  dividends  amounting  to  seven  per  centum 
shall  not  have  been  paid  thereon  the  deficiency  shall  be  payable  before 
any  dividends  shall  be  paid  upon  or  set  apart  for  the  common  stock. 
"Whenever  all  cumulative  ilividonds  on  the  preferred  stock  for  all  previ- 
ous years  shall  have  been  declared  and  shall  have  been  payable,  and  the 
accrued  quarterly  installments  for  the  current  year  shall  have  been  de- 
clared and  the  company  shall  have  paid  such  cumulative  dividends  for 
previous  years  and  such  accrued  quarterly  installments,  or  shall  have  set 
aside  from  its  surplus  or  net  profits  a  sum  sufficient  for  the  payment 
thereof,  the  Board  of  Directors  may  declare  dividends  on  the  common 
stock  payable  then  or  thereafter,  out  of  any  remaining  surplus  or  net 
profits.  In  the  event  of  any  liquidation  or  dissolution  or  winding  up 
(whether  voluntary  or  involuntary)  of  the  corporation,  the  holders  of 
the  preferred  stock  shall  be  entitled  to  be  paid  in  full  both  the  par 
amount  of  their  shares  and  the  unpaid  dividends  accrued  thereon,  before 
any  amount  shall  be  paid  to  the  holders  of  the  common  stock  and 
after  the  payment  to  the  holders  of  the  preferred  stock  of  its  par 
value,  and  the  unpaid  accrued  dividends  thereon,  the  remaining  assets 
and  funds  shall  be  divided  and  paid  to  the  holders  of  the  common 
stock  according  to  their  respective  shares.  The  preferred  stock  and 
the  common  stock  may  be  increased  as  provided  in  the  Certificate  of 
Incorporation.  This  certificate  is  not  valid  without  the  signature  of  the 
Transfer  Agent  and  the  Kegistrar  of  Transfers. 

Witness  the  signatures  of  the  President  or  of  a  Vice  President,  and  of 
the  Treasurer  or  of  an   Assistant  Treasurer  of  said  Corporation. 


Asst.  Treasurer.  Vice  President. 

Eegistered  ,  19 .... , 

Trust  Company,  Kegistrar, 

By   , 

Ass 't  Secretary. 

,  19-... 

Trust  Company,  Transfer  Agent, 

By  , 

Ass  't  Secretary. 

Endorsement. 

For   value    received    hereby    sell,    assign    and    transfer    unto 

shares    of    the    capital    stock    rejiresented    liy    the 

within  certificate  and  do  hereby  irrevocably  constitute  and  appoint 


752   CORPORATION  FORMS  AND  PRECEDENTS. 

Attorney   to   transfer   the   said   stock  on   the   booKs  of   the   within   named 
corporation  with  full  power  of  substitution  in  the  premises. 
Dated  ,  19 


In  the  presence  of 


Notice.  The  signature  to  this  assignment  must  correspond  with  the 
name  as  written  upon  the  face  of  the  certificate,  in  every  particular  with- 
out  alteration,   enlargement   or   any   change   whatever. 

See  for  charter  of  United  States  Steel  Corporation,  Form  2181,  post. 

Form  1186. 

FIRST  PREFERRED  STOCK  CERTIFICATE  EXCHANGE- 
ABLE FOR  COMMON  STOCK. 

Incorporated  under  the  laws  of  the  State  of  New  York. 
Capital  Stock,  $3,950,000. 

!N  0 Shares. 

First  Preferred.                 Second  Preferred.  Common. 
$1,000,000.                                $450,000.                                 $2,500,000. 
Company. 

This  certifies  that   is  the  owner  of 

shares  of  the  first  preferred  capital  stock  of  the  Com- 
pany, as  designated  on  the  face  of  this  certificate,  full  paid  and  non- 
assessable, transferable  only  on  the  books  of  the  company  by  the  holder 
hereof,  in  person  or  by  his  attorney,  upon  surrender  of  this  certificate 
properly  endorsed.  All  rights  by  virtue  hereof  are  expressly  subject 
to  the  provisions  of  the  certificate  of  incorporation  of  the  company  and 
to  all  by-laws  and  other  provisions  and  proceedings  authorized  thereby 
or  by  any  present  or  future  law"  of  the  State  of  New  York. 

Any  holder  or  holders  of  first  preferred  or  second  preferred  stock  may 
at  any  time  within  five  years  from  the  date  of  the  issue  of  said  stock, 
upon  his  or  their  written  request,  exchange  the  first  or  second  preferred 
stock  so  held  by  him  or  them,  for  common  stock,  share  for  share,  sub- 
ject to  the  provisions  of  law,  in  such  case  made  and  provided,  where- 
upon the  certificates  for  the  first  preferred  or  second  preferred  stock, 
so  to  be  exchanged,  shall  be  surrendered  to  the  company  and  shall  be 
cancelled,  and  the  issue  of  such  first  preferred  or  second  preferred 
stock,  as  the  case  may  be,  shall  be  limited  accordingly,  and  certificates 
for  common  stock  shall  be  issued  in  lieu  of  the  first  or  second  preferred 
stock  so  exchanged  and  cancelled. 

The  First  Preferred  Stock  is  entitled  to  preference  and  priority  over 
the  second  preferred  and  common  stock  in  manner  following;  to  receive 
cumulative  dividends  of  seven  per  cent,  per  annum,  before  any  dividends 
are  paid  on  the  second  preferred  or  common  stock,  and  upon  dissolu- 
tion of  the  company,  after  payment  of  all  the  debts  of  the  company, 
the  assets  shall  be  first  applied  to  the  payment  of  the  first  preferred 
stock  at  par,  with  any  unpaid  accumulations  thereon,  and  before  any 
payment  is  made  to  the  holders  of  the  second  preferred  or  common 
Btock. 

The  second  preferred  stock  is  entitled  to  preference  and  priority  over 


CERTIFICATES  OF  STOCK.  753 

the  common  stock  (Subject  to  the  preferences  in  favor  of  the  lirst 
preferred  stock)  in  manner  following;  to  receive  cumulative  dividends 
at  the  rate  of  six  per  cent,  per  annum,  before  any  dividends  are  paid 
on  the  common  stock,  and  upon  dissolution  of  the  company,  after  all 
the  debts  of  the  company  are  paid,  the  assets  shall  be  applied  to  the 
payment  of  the  first  preferred  stock  at  par,  with  any  unpaid  accumula- 
tions thereon,  and  next  applied  to  the  payment  of  the  second  preferred 
Slock  at  par,  with  any  unpaid  accumulations  thereon,  and  before  any 
payment   is  made  to  the  holders  of  the  common  stock. 

The  common  stock  shall  be  subject  to  the  prior  rights  of  the  first  ami 
second  preferred  stock,  according  to  the  preferences  thereof  upon  the 
assets  of  the  company  and  upon  its  earnings,  and  is  entitled  to  receive 
all  net  earnings  remaining  after  the  payment  of  all  cumulative  divi- 
dends provided  to  be  paid  on  the  first  and  second  preferred  stock  and 
upon  dissolution  of  the  company,  after  payment  of  all  the  debts  of 
the  company,  shall  be  entitled  to  receive  all  assets  remaining  after  the 
payment  of  the  first  and  second  preferred  stock  at  par  with  any  unpaid 
accumulations  thereon. 

In   Witness   Whereof   the    Company    has   caused 

this  certificate  to  be  signed  by  its  president  or  vice  president,  and  to 
be  countersigned  by  its  treasurer  or  its  assistant  treasurer,  and  its 
corporate   seal    to    be    hereunto   afiixed    this    day    of 

19-- 


Corporate  Seal.  President. 

Treasurer. 
Endorsement. 

For  value  received   hereby  sell,  assign  and 

transfer   unto    the    shares    of   the   capital 

stock   represented   by   the   within   certificate   and   do   hereby   irrevocably 

constitute  and  appoint   Attorney  to  transfer  the 

said  stock  on  the  books  of  the  within  named  company,  with  full  power 
of  substitution  in  the  premises. 

Dated    ,   19 


In  the  presence  of 


Notice:  The  signature  to  this  assignment  must  correspond  with  the 
name  as  written  on  the  face  of  the  certificate,  in  every  particular, 
without  alteration  or  enlargment  or  any  change  whatever. 

See  generally  as  to  preferred  stock,  Cook  on  Corporations,  §§267-278; 
Clark  &  M.,  Corp.,   §§413-420. 


754      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1187. 

STOCK  CERTIFICATE  WHEN  LIEN  IS  RESERVED 
TO  THE  CORPORATION. 

Number.  Shares. 

437.  25. 

Incorporated  under  the  laws  of  the  State  of  Delaware. 
Franklin   Brewing  Company. 
Capital  Stock  $225,000. 
The    Franklin    Brewing    Company    has    a    lien    upon    the   stock   repre- 
sented by  this  certificate  for  any  and  all  indebtedness  owing  to  it  by 
the  holder  hereof,  as  shown  upon  the  books  of  the  company. 

This  certifies  that  M.  H.  Neil  is  the  owner  of  25  shares  of  the  capital 
stock  of  Franklin  Brewing  Company,  fully  paid  up,  transferable  only  on  the 
books  of  the  corporation  by  the  holder  hereof  in  person,  or  by  attorney, 
upon   surrender   of   this   certificate   properly   indorsed. 

In  Witness  Whereof,  the  said  corporation  has  caused  this  certificate 
to  be  signed  by  its  duly  authorized  officers  and  to  be  sealed  with  the 
seal  of  the  corporation,  at  Columbus,  Ohio,  this  10th  day  of  January, 
A.  D.  1905. 

Henry   Seibert, 
Corporate  Seal.  President. 

Leonard  Mohr, 

Secretary. 
The  stock  represented  by  this  certificate  is  not  transferable  except 
with  the  consent  of  at  least  two-thirds  of  the  directors  of  the  cor- 
poration indorsed  upon  the  back  hereof  and  signed  by  said  directors 
and  the  president  of  this  corporation,  naming  the  person  to  whom  the 
same  may  be  transferred,  and  bearing  the  corporate  seal. 

Endorsement. 
For  value  received  I  hereby  sell,  assign  and  transfer  unto  James  C. 
Nicholson    twenty-five    shares    of    the    capital    stock    represented    by    the 
within    certificate,    and    do    hereby    irrevocably    constitute    and    appoint 

to  transfer  the  said  stock  on  the  books  of  the  within   named 

corporation  with  full  power  of  substitution  in   the  premises. 

Dated  ,  

M.  H.  Nell. 
In  presence  of  W.  L.  McLaughlin. 

Consent  to  Transfer. 
We  hereby  consent  to  the  transfer  of   shares  of  the  stock  repre- 
sented by  this  certificate  to Signed  by  us  this day  of , 

19.. 


President. 


Directors. 
The  above  form  of  stock  certificate,  and  the  effect  of  the  restriction  upon 


CERTIFICATES  OF  STOCK.  755 

transferability  was  considered  in  Nicholson  v.  Franklin  Browing  Co.,  82 
Ohio  St.  94. 

See  a.4  to  lion  of  corporation  upon  stock,  Cook  on  Corporations,  §§520- 
533;  Clark  &  IVI.,  Corp.,  §S  573-581. 

See  as  to  restraining  transfer  of  stock  the  above  rase,  and  Barrett  v. 
King,  181  Mass.  476;  New  Fhigland  Trust  Co.  v.  Al.bdtt,  \i\J.  .Mass.  148, 
27  L.  R.  A.  271.  S<'('  as  to  bylaws  being  notice  to  stockholders,  Nicholson 
V.  Franklin  Brewing  Co.,  82  Ohio  St.  94;  Hammond  v.  Hastings,  134  U.  8. 
401 ;  Kelfe  v.  Bundle,  103  U.  S.  222. 

Form  1188. 

CERTIFICATE       CONSTRUED       IN       REFERENCE       TO 

WHETHER  HOLDER  A  CREDITOR  OR 

STOCKHOLDER. 

Incorporated  under  the  Laws  of  the     State  of  Colorado. 

No Shares. 

THE  FIFTY  GOLD  MINES  CORPORATION. 

Capital  Stock  $3,000,000.00 

Shares  $10.00  each. 

Preferred  Stock.  Common  Stock. 

$1,000,000.00.  $2,000,000.00 

This  is  to  certify  that is  the  owner  of Shares  of 

the  Preferred  Capital  Stock  of  The  Fifty  Gold  Mines  Corporation,  fully 
paid  and  non-assessable  and  transferable  only  by  entry  on  the  books  of  the 
Corporation,  upon  surrender  of  this  certificate  properly  endorsed. 

The  Preferred  Stock  is  entitled  to  CUMULATIVE  dividends  of  ten  (10) 
per  cent,  per  annum,  payable  quarterly,  commencing  April  1st,  1906,  from 
the  net  profits  of  the  corporation  before  any  dividends  are  paid  on  the 
common  stock,  and  the  COMMON  stock  is  entitled  to  all  dividends  in  excess 
of  said  ten  (10)  per  cent.  In  the  event  of  the  dissolution  of  the  Corpora- 
tion or  a  distribution  of  its  assets,  the  Preferred  Stock  outstanding  at  that 
time  shall  first  be  paid  at  Eleven  Dollars  ($11.00)  per  share,  plus  aU  accu- 
mulated unpaid  dividends,  and  the  remainder  of  the  corporate  assets  shall 
be  divided  ratably  among  the  holders  of  the  Common  Stock. 

The  owner  of  unredeemed  preferred  stock  may,  at  his  option,  exchange  the 
same  at  any  time  for  common  stock  of  the  corporation  share  for  share. 
The  voting  power  at  any  stockholders'  meeting  is  confined  exclusively  to 
owners  of  Common  Stock. 

THE  FIFTY  GOLD  MINES  CORPORATION  reserves  the  right  to  re- 
deem any  number  or  all  of  its  certificates  of  Preferred  Stock  at  Eleven 
Dollars  ($11.00)  per  share,  plus  all  accumulated  unpaid  dividends,  at  any 
time  after  January  1st,  A.  D.  1911,  and  to  determine  by  lot  which  cer- 
tificates shall  first  be  redeemed,  and  said  corporation  expressly  agrees  to 
redeem  all  its  preferred  stock  on  or  before  January  1st,  A.  D.  1916.  A 
failure  of  said  corporation  for  a  period  of  ninety  daj's  to  pay  any  quarterly 
dividend  hereon,  after  the  same  becomes  due  and  payaltle,  shall  render 
the  corporation  in  default  as  to  such  payment,  and  thereby  entitle  the 
owner  of  this  certificate  to  a  foreclosure  of  the  Mortgage  securing  the 
same. 

As  a  guarantee  that  The  Fifty  Gold  Mines  Corporation  will  promptly 
pay  all  dividends  upon  its  preferred  stock  and  redeem  the  same  in  strict 
accordance  with  the  provisions  of  this  Certificate  said  corporation  has  made, 


756   CORPORATION  FORMS  AND  PRECEDENTS. 


executed  and  delivered  to  the  Empire  Trust  Company  of  New  York  City, 
as  Trustee,  a  FIRST  MOETGAGE  LIEN  UPON  ALL  ITS  PROPERTY 
in  the  amount  of  $1,000,000.00,  in  which  security  all  owners  of  preferred 
stock  participate  ratably. 

This   certificate   is  not   valid   until   countersigned   by   The   Empire   Trust 
Company  of  New  York  City.  N.  Y. 

Witness  the  seal  of  the  Corporation  and  the  signature  of  its  duly  au- 
thorized officer  this  day  of   ,  A.  D.  19.  .".  . 

THE  FIFTY  GOLD  MIXES  CORPORATION, 

By  Thomas  Fielding,  President, 
and  J.  L.  Fielding,  Treasurer. 
COUNTERSIGNED  AND  REGISTERED 


The  Empire  Trust  Company 

By 

See  Spencer  v.  Smith,  201  Fed.  647,  reversing  In  re  Fifty  Gold  Mines  Cor- 
poration, 190  Fed.  105,  and  holding  certificate  holders  to  be  stockholders. 

Form  1189. 
SHEET  FROM  BOOK  OF  STOCK  CERTIFICATES. 


Certificate    No.    .  . 

For    Shares 

Issued    to    


Dated 


19. 


Transferred   from 

Dated    ,   19.  .. 

No.    Original    Cer- 
tificate     

No.  Original 

Shares    

No.   of  Shares 
Transferred    .  .  . 


Received        Certifi- 
cate No 

for    Shares 

this   day  of 

19... 


No The   Company    ....   Shares. 

Capital,  $ Shares. 

Par  Value,  $ each 

This   certifies  that    is   the  holder 

of    Shares  of   Dollarr, 

each,   fully   paid   up,   of   the   Capital   Stock   of   The 

Company,  transferable  only  on 

the  books  of  the  Company,  in  person  or  by  attorney, 
on  the  surrender  of  this  certificate. 

Witness  the  seal  of  said  Company  and  the  signa- 
tures of  its  President  and  Secretary,  at   

Ohio,  this day  of   ,  19.  . . 

[Seal] 
,    Secretary ,    President. 


On  the  back  of  the  certificate  is  usually  printed  a  blank  assignment, 
the  form  of  which  may  be  as  follows: 

For  Value  Received,  I  hereby  sell,  transfer  and  assign  to ,   

of  the  shares  of  capital  stock  within  mentioned,  and  authorize  the  Secre- 
tary to  make  the  necessary  transfer  on  the  books  of  the  Company. 

Witness  my  hand  this day  of ,  19 ...  . 


Witnessed  by; 


CERTIFICATES  OF  STOCK.  757 

Every  corporation  should  have  a  "Book  of  Stock  Certificates."  This 
book  consists  of  a  suflicient  number  of  blank  certificates,  of  which  the  aijove 
in  a  form  in  common  use,  permanently  bound  together. 

Form  1190. 

« 

STUB  OF  STOCK  CERTIFICATE. 

CKKTIFICATIO   NU 

For    Shares 

Issued    for    

Dated    ,    19 

Issued  to    


of     

Received  the  above  Certificate 
,    19.... 

Certificate    \o 

Cancelled    ,    19 

Certificate   No issued   in   its 

place    ,    19 

See  for  definition  of  the  certificate  book  and  the  method  of  issuing  cer- 
tificates, Cook  on  Corp.,  §  14;  Clark  &  M.,  Corp.,  §§378,  382,  401,  423-427. 

Form  1191. 

TRANSFER  OF  SHARES  (FORMS  PRESCRIBED  BY  NEW 

YORK  STOCK  EXCHANGE). 

FORM   OF  ASSIGNMENT. 
Form  No.  1. 

Form  of  Assignment  on  a  Certificate  of  Stock  Accepted  by  Committee 
on  Stock  List : 

For   Value  Received    hereby  sell,  assign   and  transfer 

unto    Shares    of    the   Capital    Stock    rep 

resented  by  the  within  Certificate,  and  do  hereby  irrevocably  constitute  and 

}:ppoint    Attorney   to   transfer   the   said   stock   on 

the  Books  of  the  within  named  Company  with  full  power  of  substitution 
in  the  premises. 

Dated    ,19.... 


In  Presence  of 


FORM  OF  POWER  OF  SUBSTITUTION. 

Power  of  Substitution  to  be  placed  on  the  back  of  a  Certificate  when 
name  of  Attorney  has  been  filled  in,  with  the  name  of  an  individual  or  a 
firm. 

"  [    (or  We)   hereby  irrevocably  constitute  and  appoint   

my  (or  our)  substitute  to  transfer  the  within  named  Stock  under  the 
foregoing  power  of  Attorney,  with  like  power  of  Substitution." 

Dated    ,    19.... 


In   the   Presence   of 


758      CORPORATION  FORMS  AND  PRECEDENTS. 

rOEMS  FOR  NOTARIAL  ACKNOWLEDGMENTS  AND  DEPOSITIONS 
PRESCRIBED   BY   THE   COMMITTEE  ON   SECURITIES. 

Form  No.  2. 

Acknowledgment  by  an  Individual  by  Whom  an  Assignment  or  a  Power 
of  Substitution  is  I!xecuted. 

STATE  OF   ,    I 

County  of    i^' 

On  this day  of ,19 ,  before  me,  a  Notary  Pub- 
lic for  the  County  of personally  appeared  

to  me  known  to  me  to  be  the  individual  named  in  the  within  Certificate,  and 
described  in  and  who  executed  the  foregoing  Instrument,  and  acknowledged 
to  me  that  he  executed  the  same. 


[Seal] 

If  used  for  a  Power  of  Substitution,  substitute  for  the  word  Instrument 
"Power  of  Substitution,  dated  ,  19....,"  the  date  re- 
ferred to  filled  in. 

Form  No.  3. 

Acknowledgment   for  firm. 

STATE  OF    ,    I 

County  of    {^^^' 

On   this    day   of    ,    19 ,   before   me,   a   Notary 

Public  for  the  County  of personally  appeared 

to  me  known,  and  known  to  me  to  be  one  of  the  firm  of   

named  in  the  Avithin  certificate,  and  described  in  and  who  executed  the 
foregoing  Instrument,  and  acknowledged  to  me  that  he  executed  the  same 
as  the  act  and  deed  of  said  firm. 

[Seal]  

If  used  for  a  firm  that  has  dissolved,  omit  the  word  "be"  in  third 
line  and  substitute  the  words  ' '  have  been  on  ,  19 ....  " 

If  used  for  a  Power  of  Substitution,  executed  by  a  firm  that  has  dis- 
solved, substitute  for  the  word  Instrument,  "Power  of  Substitution,  dated 
,  19 .  . .  . , "  the  date  referred  to  filled  in. 

Form  No.  4. 

Joint  Acknowledgment  of  Execution  of  an  Assignment  made  by  Husband 
and  Wife. 

STATE  OF   ,    / 

County  of    I 

On  this day  of ,  19. . . .,  before  me  came 

and   her  husband,  both  of  them  known  to  me,  and  they 

severally  acknowledged  that  they  executed  the  foregoing  '(or  within)  Assign- 
ment and  Power  of  Attorney,  for  the  purpose  therein  t&entioned. 


[Seal] 


CERTIFICATES  OF  STOCK.  759 

Form   No.   5. 

Acknowledgment   of   an   Assignment   Executed   by  an   Unmarried   Woman 
or  a  Widow. 

STATE  OF   ,   } 

County  of    ( 

On  this   day  of   ,  19 ,  before  me  personally 

came    ,   to   me   known   and   known   to  me    (or   satisfactorily 

proven  to  me)  to  be  an  unmarried  woman  (or  widow)  and  known  to  me  to 
be  the  same  person  named  in  the  within  certificate  of  stock  and  described 
in  and  who  executed  the  foregoing  (or  within)  assignment  and  Power 
of  Attorney,  and  acknowledged  to  me  that  she  executed  the  same  for  the 
purpose    named. 

[Seal]  

Form  No.  6. 

Notarial  acknowledgment   for  assignment   or   power  of  substitution  exe- 
cuted by  a  member  suspended  for  insolvency. 

STATE  OP   ,   ) 

County  of    \ 

On   this    day  of    ,   19 ,  before  me,   a   Notary 

Public  for  the  County  of    ,  personally   appeared    

to  me  known  and  known  to  me  to  be  the  individual  named  in  the  within 
Certificate,  and  described  in  and  who  executed  the  foregoing  Instrument, 
and  acknowledged  to  me  that  he  executed  the  same  on ,  19.  .  .  . 

[Seal]  

If  used   for  a  Power  of  Substitution,  substitute  the  words  "Power  of 
Substitution  dated ,  19 .  . .  . , "  for  the  word  ' '  Instrument. ' ' 

Form  No.  7. 

Notarial   Acknowledgment   for   Assignment   or   a   Power   of   Substitution 
Executed  by   a   Firm   Suspended   for   Insolvency. 

STATE  OF   ,  ) 

County  of    \ 

On  this day  of   ,  19 ,  before  me,  a  Notary  Pub- 
lic for  the  County  of ,  personally  appeared , 

to  me  known  and  known  to  me  to  be  one  of  the  firm  of   , 

named  in  the  within  Certificate  and  described  in  and  who  executed  the 
foregoing  Instrument,  and  acknowledged  to  me  that  he  executed  the  same 
on ,  19.  . .,  as  the  act  and  deed  of  said  firm. 

[Seal]  

If  used  for  a  firm  that  has  dissolved,  substitute  the  words  "have  been" 
for   the   word   "be"   in   third   line. 

For  a  Power  of  Substitution,  substitute  the  words  "Power  of  Substitu- 
tion dated    ,  19 ,"  for  the  word  "Instrument." 

Form  No.  8, 

Deposition  by  a  Witness  of  the  Execution  of  an  Assignment  or  a  Power 
of  Substitution  by  an  Individual. 

■  STATE  OF   ,   ] 

J-  ss : 
County  of    \ 

On  this    day  uf   19 ,  before  me,  a   Notary 

Public  for  the  County  of  ,  personally  appeared  


760   CORPORATION  FORMS  AND  PRECEDENTS. 

to  me  known,  who  being  by  me  first  duly  sworn  did  depose  and  say  that  he 
resides  at  ,  that  he  knew  .,  named  and  de- 
scribed   in   the    instrument,   which   was   signed   in   witness' 

j:resence. 

[Seal]  

If  used  for  a  Power  of  Substirution,  executed  by  an  individual,  see 
instructions  in  Form  No.  2. 

Form  No.  9. 

Deposition  by  a  "Witness  of  the  Execution  of  an  Assignment  or  a  Power 
of  Substitution  by  a  Firm. 

STATE  OF   ,   ] 

County   of    ( 

On  this    day  of   ,  19....,  before  me,  a  Notary 

Public  for  the  County  of ,  personally  appeared , 

to  me  known,  who,  being  by  me  first  duly  sworn,  did  depose  and  say  that 

he  resides  at   ,  that  he  knew    and  knew  him  to 

be  one  of  the  firm  of ,  named  and  described  in  the 

instrument,  which  was  signed  in  witness '  presence. 

[ Seal]  

If  used  for  a  firm  that  has  dissolved,  or  for  a  Power  of  Substitution 
executed  by  a  firm  that  has  dissolved,  see  instructions  in  Form  No.  3. 

DETACHED   ASSIGNMENT   AND   POWER    OF   ATTORNEY   FOR 
STOCKS  OR  BONDS. 

Form  No.  10. 

For  value  received    have  bargained,  sold,  assigned,   and 

transferred,   and   by   these   presents   do   bargain,   sell,   nssign   and   transfer 

unto   Shares  of  the   Capital  Stock   (or  one 

[1]  Bond)  of  the standing  in  the naino  on  the 

books  of  said represented  by  Certificate  (or  Bond  for 

$ )   No herewith,  and do  hereliv  constitute  and 

appoint true  and  lawful  attorney,  irrevocal)le  for   

and  in   name  and  stead,  but  to   use,  to  sell,  assign, 

transfer  and  set  over  all  or  any  part  of  the  said  stock  and  for  that  pur- 
pose to  make  and  execute  all  necessary  acts  of  assignment  and  transfer, 
and  one  or  more  persons  to  substitute  with  like  full  power,  hereby  ratifying 

and  confirming  all  that :  . .  .  said  Attorney  or substitute 

or  substitutes  shall  lawfully  do  bf  virtue  hereof. 

Dated    ,  19 


In    Presence   of 


Form  No.  11. 

Acknowledgment    on    a    Detached    Assignment    Made   by    an    Individual. 

STATE  OF   ,   ) 

County  of    ("■ 

On  this day  of  ,  19.  . .  .,  before  me,  a  Notary 

Public  for  the  County  of ,  personally  came , 

to  me  known  to  be  the  individual  named  in  the  annexed  Certificate  of  Stock 


CERTIFICATES  OF  tSTuCK.  761 

(or  Bond)  and  described  in  and  who  executed  the  foregoing  Instrument, 
and  acknowledged  to  me  that  he  executed  the  same. 

[SealJ  

Form  No.  12. 

Acknowledgment  on   a   Detached   Assignment   executed   by  a   Firm. 

STATE   OF    ,    ) 

County  of   f 

On  this day  of  ,  19.  .  .  .,  before  me,  a  Notary 

Public  for  the  County  of ,  personally  appeared , 

to   me  known,  and  known  to  mc  to  be  one  of  the  firm   of    , 

named  in  the  anr\exed  Certificate  of  Stock  (or  Bond)  and  described  in  and 
who  executed  the  foregoing  Instrument,  and  acknowledged  that  he  executed 
the  same  as  the  act  and  deed  of  said  firm. 

[Seal]  

If   used   for   a   firm   that   has   dissolved,   see   instruction   in   Form    No.   3. 

See  generally  for  form  of  assignment  or  transfer,  Cook  on  Corporations, 
§§  372-374;  Clark  &  M.,  Corp.,  §§  582-585. 

Form  1192. 

ASSIGNMENT  OF  SHARES  OF  CORPORATE  STOCK,  TO 

BE  INDORSED  UPON  THE  BACK  OF  THE 

CERTIFICATE. 

For  value  received,  I  hereby  sell,  assign  and  transfer  unto , 

the  shares  of  the  capital  stock  represented  by  the  within  certificate,  and  do 

hereby    irrevocably    constitute   and   appoint    my   attorney   to 

transfer  the  said  stock  on  the  books  of  the  within-named  company,  with 
full  power   of  substitution   and   revocation. 

(Name    and    Seal.) 

Dated   ,  19 

In  presence  of   

See   preceding   form. 

See  as  to  assignment  of  certificates  of  stock,  Cook  on  Corporations, 
§375;   Clark  &  M.,  Corp.,   §§557-562. 

As  to  the  effect  of  assigning  certificates  of  stock  with  the  name  of  the 
transferee  left  blank,  see  Cook  on  Corporations,  §380;  Clark  &  M.  Corp.. 
§  583. 

As  to  rights  of  a  purchaser  of  a  stock  certificate,  when  the  corporation 
has  registered  a  transfer  to  another  without  a  surrender  of  the  certificate, 
see  Cook  on  Corporations,  §360;  Clark  &  M.,  Corp.,  §§571,  595,  See  Den- 
nett V.  Acme  Mfg.  Co.,  76  Atl.   (Me.)  922. 

Form  1193. 

DETACHED  ASSIGNMENT  AND  POWER  OF  ATTORNEY 

FOR  STOCK. 

For    value    received    have   bargained,    sold,    assigned,    and 

transferred,  and  by  these  presents  do  bargain,  sell,  assign  and  transfer  unto 

shares  of  the  Capital  Stock  of  The   Company, 

a  corporation  organized  under  the  laws  of  the  State  of ,  stand- 
ing in  my  name  on  the  books  of  said  The .  Company  and  rep- 
resented by  Certificate  No ,  and do  hereby  constitute 


762   CUKFORATION  FORMS  AND  PRECEDENTS. 

and  appoint ,  true  and  lawful  attorney,  irrevocable  for 

^^^ °ame  and  stead,  but  to use,  to  sell,  assign,  trans- 
fer and  set  over  all  or  any  part  of  the  said  stock,  and  for  that  purpose  to 
make  and  execute  all  necessary  acts  of  assignment  and  transfer,  and  one 
or  more  persons  to  substitute  with  like  power,  hereby  ratifying  and  confirm- 
ing all  that   said  attorney  or   substitute 

or  substitutes  shall  lawfully  do  by  virtue  hereof. 
Dated  19.... 


STATE  OF    

County  of   

On   this    day  of  '. ,   19....,  before  me,  a   Notary 

Public  for  the  said  County  of ,  personally  came , 

to  me  known  to  be  the  person  described  in  and  who  executed  the  foregoing 
instrument,   and   acknowledged   to   me  that   he   executed  the  same. 


[Notarial  Seal]  Notary  Public, 

See  for  various  forms  of  transfer,   Form   1191,  supra. 

Form  1194. 
ASSIGNMENT  OF  STOCK   (ILLINOIS), 

Know  all  Men  by  these  Presents,  that  I,   " ,  in 

consideration  of dollars  to  me  paid  by 

do   hereby   assign   and   sell   to   the   said    shares 

of  stock  in  the    Company,   on  which  there   has 

been   paid   the   sum  of   $ per   share,   and   on   which   there   is   due 

the  sum  of  $ per  share;  such  stock  being  represented  by  certifi- 
cate No bearing  date   ,   19 ...  . 

Dated  this day  of   ,  19 

[Seal] 

See  K.  S.  111.  eh.  32,  §8;  Fletcher's  Illinois  Corporations,  p.  166. 

The  assignment  of  a  certificate  of  stock  estops  the  transferrer  from 
claiming  any  further  title  in  the  stock  as  against  subsequent  bona  fide 
transferees,  although  such  assignment  be  not  registered,  Cook  on  Corpora- 
tions, §§378-9;   Clark  &  M.,  Corp.,   §§563-571. 

See  Form  1191,  supra. 

Form  1195, 
NOTICE  OF  ASSIGNMENT  OF  STOCK  (ILLINOIS). 

To   the   Secretary  of  the  within   named   company: 

Take  notice  that  T  have  this  day  assigned  to   

shares  of  stock  represented  in  whole  (or  part)  by  the  within  certificate, 
and  that  such  assignment  was  filed  for  record  in  the  recorder's  office  in 
the  county  of   ,  State  of  Illinois. 

Dated  this day  of  ,  19. , 


Assignor, 
This  form  may  be  used  where  the  assignment  has  been  recorded  as  pro- 
vided by  R.  S.  111.,  ch.  32,  §  8.     See  Fletcher's  Illinois  Corporations,  p.  166. 


CERTIFICATES  OP  STOCK.  768 

Form  1196. 
POWER  OF  ATTORNEY  TO  TRANSFER  STOCK. 

Know  all   Men  by  these  Presents,   That    , 

of   ,  in  the  State  of   ,  for  value 

received  do  hereby  irrevocably  constitute  and  appoint 

of in  the  State  of to  be 

true  and  lawful  attorney,  for and  in 

name and  behalf,  to  sell,  assign  and  transfer  unto 

or  any  other  person  or  persons 

Shares   in   the    Capital   Stock   of   the 

standing  in  my  name  on  the  books  of  the 

and  for  that  purpose  to  make  and  execute  all  necessary  acts  of  assignment 

and  transfer And  further,  one  or  more 

persons  under  to  substitute  with  like  power. 

In  Witness  Whereof, have  hereunto  set 

hand and  seal the day  of ,  19. . .  . 

[Seal] 

Sealed  and  Delivered  in  Presence  of 


See  Cook  on  Corporations,  §  375 ;  Clark  &  M.,  Corp.,  §  596. 
See  Form  1191,  supra. 

Form  1197. 

POWER   OF  ATTORNEY  TO   TRANSFER   STOCK  TO 

PLEDGEE,  ETC.,  WITH  RIGHT  TO  VOTE 

PLEDGED  STOCK. 

Know    all    Men   by   these    Presouts,    That    whereas,    I,    the    undersigned, 

am  the  owner  of    shares  of  the  capital  stock  of  The 

Company,  a  corporation  organized  and  exist- 
ing imder  and  by  virtue  of  the  laws  of  the  State  of   which 

said    shares  of  stock  are  evidenced  by  Stock  Certificate 

No ,  issued  to  me  by  said  corporation ;  and 

Whereas,  on  the    day  of    . ,  A.  D.   19 .... ,  I  did 

assign,  transfer  and  set  over  to of  the  City  of 

,  said shares  of  stock,  as  collateral  security  for 

the  payment  by  me  to  the  said    of  the  purchase 

price    of    said    stock; 

Now  Therefore,  for  and  in  consideration  of  the  sum  of  One  Dollar 
($1.00)  in  hand  paid,  the  receipt  whereof  is  liereby  acknowledged,  and  for 
other    good    and    valuable    considerations,    I,    the    undersigned,    do    hereby 

constitute  and  appoint    of  the  City  of    , 

in  the  State  of ,  to  be  my  true  and  lawful  attorney,  for  me  and  in 

my  name  and  behalf  to  assign  and  transfer  unto  the  said   

:is  pledgee,  the  said   shares  of  stock  so  standing 

in    my   name   on   the   books   of   said   corporation,   and   evidenced  by   Stock 

Certificate  No ,  and  for  that  purpose  to  make  and  execute  all 

necessary  acts  of  assignment  and  transfer,  and  further,  one  or  more  per- 
sons under  him  to  substitute  with  like  power. 


764      CORPORATION  FORMS  AND  PRECEDENTS. 

And    Do    Hereby    Authorize    and    Empower    the    said    

to  vote,  in  any  manner  he  may  see  fit,  upon  the  said 

shares  of  stock  at  all  meetings  of  the  stockholders  of  said  Company  and 
at  all  elections,  on  any  subject  or  subjects  which  may  come  up  at  such 
meetings,   in   the   same  manner  and  with  the  same   force  and  effect  as  if 

the  ^aid    were  the   absolute   owner  of  said 

shares   of  stock. 

And   Do  Further  Authorize  and  Empower  the  said    

to,  and  agree  that  he  may,  confer  upon  a  proxy  or  proxies  the  right,  at 

any  meeting  or  meetings,  to  vote  on  said   shares  of  stock  so 

pledged  to  the  said   

It  is  Expressly  T'nderstood  and  Agreed  That  the  powers  herein  and 
hereby  conferred  are  powers  coupled  with  an  interest,  and  shall  be  and 
are  irrevocable  until  the  full  payment  and  satisfaction  of  the  indebtedness 
for  the  purchase  price  of  said  stock,  for  the  securing  of  which  said  pur- 
chase price  the  said  shares  of  stock  have  been  so  pledged. 

Witness  my  hand  and  seal  this day  of ,  A.  D.  19.  . .  . 

[Seal] 

STATE  OF    ,   ] 

V  ss: 
County  of ( 

I     ,  a  Notary  Public  in  and  for  said  County, 

in  the  State  aforesaid,  do  hereby  certify  that   

who  is  personally  known  to  me  to  be  the  same  person  whose  name  is  sub- 
scribed to  the  foregoing  instrument,  appeared  before  me  this  day  in  person 
and  acknowledged  that  he  signed,  sealed,  and  delivered  the  said  instrument 
as  his  free  and  voluntary  act,  for  the  uses  and  purposes  therein  set 
forth. 

Given  under  my  hand  and  notarial  seal  this day  of , 

A.  D.  19.... 


Notary  Public. 

See  as  to  the  right  of  a  pledgee  to  have  pledged  stock  registered  in  his 
name  on  the  corporate  books,  Cook  on  Corporations,  §466;  Clark  &  M., 
Corp.,  §  620. 

Form  1198. 
TRANSFER  BOOK. 

Transfer   Kecord   of    the    

Surrendered  Ee-issucd 

No.  of         No.  of         Transfer  No Entered  on         No.  of         No.  of 

Certificate     Shares  Stock    Eegister   Page    ....          Certificate       Shares 


For  Value  Eeceived, 


hereby   surrender   Certificate   No for 

shares  of  the  capital  stock  of  the 

above     corporation,    and     hereby 

authorize  the  cancellation  of  said  Certificate 


CERTTPTCATES  OP  STOCK. 

and   the   issue   of  new   Certificate   therefor   to 
the   following  ^lersons:    


Date    

.Signed    [Seal] 

Witness:    

Moneys  paid  in  on  subscriptions  should  be  charged  to  capital  on  the 
business  ledger  of  the  corporation.  On  such  business  ledger,  a  stock 
subscription  account  should  be  opened  with  each  subscriber,  and  when 
the  amount  of  his  subscription  is  all  jiaid  in,  the  account  should  be 
closed.  Stockholders  who  have  paid  in  the  whole  of  their  subscriptions 
are  entitled  to  receive  certificates  of  their  paid-up  stock;  and  the  presi- 
dent and  secretary  of  the  corporation  should,  on  demand,  execute  and 
deliver  to  each  such  stockholder  a  certificate  showing  the  true  amount 
of  the  stock  by  him  held  in  the  corporalit)n.  It  is  the  duty  of  the  direc- 
tors, when  organized,  to  keep  a  record  of  all  stock  subscribed  and  trans- 
ferred, and  of  the  secretary  or  recording  otlicer  to  register  therein  all 
subscriptions  and  transfers  of  stock.  For  that  purpose  books  are  re- 
quired to  be  kept,  and  whenever  any  certificate  or  certificates  of  stock 
are  assigned  and  delivered  by  a  stockholder,  the  assignee  shall  be 
entitled,  on  demand,  to  have  the  same  duly  transferred  upon  said  books, 
by  such  secretary  or  recording  officer,  whose  duty  it  shall  be  at  the 
same  time  to  enroll  therein  also  the  name  of  sai<l  assignee  as  stockholder. 

The  record  of  stock  transfers  is  kept  in  various  ways.  Some  corpora- 
tions keep  one  transfer  book  only,  its  form  combining  the  features  of 
a  Journal  and  ledger.  But  the  better  practice  is  to  keep  both  a  stock 
journal  and  a  stock  ledger.  By  the  aid  of  these  books  the  history  of 
each  share  of  stock  can  be  traced  at  all  times,  however  often  it  may 
have  been  transferred.  There  are  many  forms  of  such  journals  and 
ledgers,  almost  every  book-keeper  having  his  own  ideas  on  the  subject. 
The  following  forms  will  be  readily  understood,  and  answer  the  main 
purpose  desired. 

See  notes  to  Form  1199,  post. 

See  for  definition  of  the  transfer  book  and  the  method  of  using  the 
same.  Cook  on  Corporations,  §14;  Clark  &  M.,  Corp.,  §§585,  591. 

See  as  to  the  waiver  of  formal  registry  of  a  transfer  of  stock  by  the 
corporation,  Cook  on  Corporations,  §383;  Clark  &  M.,  Corp.,  §  587h. 

See  generally  as  to  the  registry  of  corporate  stock  transfers,  Cook  on 
Corporations,  §§381-410;  Clark  &"  M.,  Corp.,  §§582-592. 

See  generally  as  to  the  rules  which  should  l>e  observed  by  corporations 
in  regard  to  the  registry  of  transfers  of  stock,  Cook  on  Corporations,  §§  393- 
410;  Clark  &  M.,  Corp.,  §§  582-592. 


766      CORPORATION  FORMS  AND  PRECEDENTS. 


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CERTIFICATES  OF  STOCK.  769 

(The  hypothetical  entries  which  appear  in  the  last  two  forms  indicate 
that  on  January  2d,  1K96,  John  Jones  subscribed  for  ten  shares  of  the 
capital  stock  of  The  Ohio  Company,  of  the  total  par  value  of  $1,000.00; 
that  his  lodfjer  account  is  on  Folio  No.  1  of  the  Htock  Ledger;  that  the 
number  of  the  stock  certificate  issued  to  him  for  such  ten  share"  '.^  No 
1;  that  he  has  received  and  receipted  for  such  certificate;  that  on  Feb- 
ruary 1,  1896,  he  assigned  the  whole  of  said  ten  shares  to  William  Smith; 
that  on  February  29,  1896,  said  Smith  presented  said  certificate  to  the 
secretary  for  transfer,  and  that  a  new  certificate  was  issued  to  hini, 
numbered  32,  which  was  received  and  receipted  for;  that  the  further 
history  of  said  ten  shares  begins  in  the  Iciiger  account  of  sdid  Smith, 
on  Ledger  Folio  No.  20;  that  when  said  John  Jones  subscribed  for  said 
shares,  he  was  del)ited  in  the  ledger  account  with  their  par  value, 
$1,000.00;  that  when  he  sold  the  same  to  said  Smith,  he  was  credited 
with  the  same  amount;  and  that,  as  the  debit  and  credit  columns  in  his 
ledger  account  then  balanced,  this  showed  that  his  stock  account  was 
closed,  and  that  he  was  no  longer  a  stockholder  in  the  company,  hav- 
ing been  succeeded  by  sai<I  William  Smith,  as  to  his  whole  holding  of 
stock.  Had  John  Jones  sold  his  stock  to  more  than  one  jierson,  it  would 
have  been  necessary  to  open  an  account  in  the  stock  ledger  with  each 
assignee.  These  forms  can  be  changed  to  meet  the  individual  tastes 
of  any  book-keeper;  but  whatever  be  the  forms  adopted,  the  facts  set  out 
in  the  last  two  forms  should  appear  in  some  shape  or  other  in  the  forms 
adopted.) 

See  first  note  to  Form  1198,  supra. 

See  for  definition  of  stock  ledger,  Cook  on  Corporations,  §  14. 

ISee  for  stock  ledger  being  unnecessary,  Cook  on  Corporations,  §  14. 


770.  CORPORATION  FORMS  AND  PRECEDENTS. 


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CERTIFICATES  OF  STOCK.  77l 

Form  1204. 
NOTICE  OF  LOST  CERTIFICATE  OF  STOCK 

Notice   is   hereby   giveu   tLat   Certificate   of   Stock   iiuiiiiier    ,   dated 

,  19 .... ,  for  twenty  shares  of  the Company  of 

,  issued  in  the  name  of   ,  has  been  lost 

or  mislaid.     An  application  will  be  made  to  said  Company  to  issue  a  new 

Certificate  for  the  same  on ,19 If  the  said  certificate  of 

stock  has  been  found,  please  return  the  same  to  the  undersifjncil  on  or  before 
the  said  date,  and  !i  suitable  reward  will  be  paid. 


See  for  lost  certificate  of  stock,  Cook  on  Corporations,  §§  .'ir)9,  403;  Clark 
&  M.,  Corp.,   §  42(5. 

See  for  stolen  stock  certificates,  Cook  on  Corporations,  §§3.58,  359,  406, 
437;  Clark  &  M.,  Corp.,  §594. 

See  for  notice  of  stolen  bonds  Form  1774,  post. 

See  for  lost  certificates  of  stock.  Cook  on  Corporations,  §§359,  403; 
Hendon  v.  North  Carolina  R.  Co.,  125  N.  0.  124;  In  re  Coats,  78  N.  Y. 
Supp.  425;  State  v.  Southern,  etc.  Imp.  Co.,  108  La.  24;  State  v.  New 
Orleans  Cotton  Exchange,  114  La.  324;  In  re  Spier,  74  N.  Y..Supp.  25; 
Travers  &  Co.  v.  North  Carolina  E.  Co.,  133  N.  C.  322;  East  Birmingham 
Land  Co.  v.  Dennis,  85  Ala.  565;  Knox  v.  Eden,  etc.  Co.,  148  N.  Y.  441; 
Bangor,  etc.  Power  Co.  v,  Robinson,  52  Fed.  520. 

See  for  issuing  new  certificate  in  lieu  of  one  lost,  Treadwell  v.  Clark,  100 
N.  Y.  Supp.,  afllrmed  190  N.  Y.  51;  Guilford  v.  Western  Union  Tel.  Co., 
59  Minn.  332;  Barstow  v.  Savage  Min.  Co.,  64  Cal.  388;  Kinnan  v.  Forty- 
Second  St.,  etc.  Ry  Co.,  140  N.  Y.  183. 

Form  1205. 

NOTICE  OF  LOST  STOCK  CERTIFICATE  AND  APPLICA- 
TION FOR  NEW  CERTIFICATE. 

LOST — Certificate  No for shares  of  the  capital  stock  of  the 

Company,  in  the  name  of ,  dated 

Application  has  been  made  to  said Company  for  a  new  certifi- 
cate and  all  persons  are  hereby  notified  to  show  cause,  if  any,  why  such  new 
certificate  should  not  be  issued. 

Dated    ,    ,    19 


See  notes  to  Form  1204,  supra. 

Form  1206. 
NOTICE  OF  APPLICATION  FOR  NEW  CERTIFICATE. 

Notice  is  hereby  given  that  application  has  been  made  to  the 

Company    for    a    duplicate    issue    of    70    shares    of    its   common    stock,    in 

place   of   certificate   No for  like   amount,   issued   in   my  name;   also 

for  duplicate  issue  of  one  share  of  its  common  stock  in  place  of  cer- 
tificate  No ,   for   like   amount,   issued    in   my  name,   the   original   of 

both  certificates  having  been  lost   or   destroyed. 

Dated    ,    19 


See  notes  to  Form  1204. 


772      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1207. 

ADVERTISEMENT  BY  ADMINISTRATOR  OF  LOST 
CERTIFICATES  OF  STOCK. 

Certificates  of  stock   numbered   15   and  16   of  the    Company 

of    ,    issued    April    7,    1888,    in    the    name    of    ,    having 

been  lost,  notice  is  hereby  given  that  application  has  been  made  for  issue 
of  new  certificates. 

Dated    ,    19 


Adni  'r    of    ,    deceased. 

See  notes  to  Form  1204,  supra. 

Form  1208. 

BOND  OF  INDEMNITY  FOR  LOST  CERTIFICATE 
OF   STOCK. 

Know  all   Men  by  these  Presents,   That  we    ,  of    , 

and    of    ,    are    held    and    firmly    bound    unto    The 

Company,   a   corporation   organized   and   existing   under 

the  laws  of  the  State  of   ,  in  the  penal  sum  of   

Dollars,  lawful  money  of  the  United  States,  to  be  paid  unto  said  The 
Company,  its  successors  and  assigns,  for  which  pay- 
ment well  and  truly  to  be  made,  we  do  hereby  jointly  and  severally  bind 
ourselves,  our  respective  heirs,  executors  and  administrators,  firmly  by 
these   presents. 

Signed  and  sealed  with  our  seals  this day  of   ,  19.  . . . 

The  condition  of  this  obligation  is  as  follows: 

"Whereas   said    The    Company   did    on   the    day   of 

,  19.  .  .  .,  issue  a  certificate  for   share.  .    of  its  capital 

stock   of   the   par   value   of    dollars   per   share,    in   the   name   of 

the  aforesaid    ,  numbered    ,  and. 

Whereas   said   claims  that  said  certificate  has  been  lost 

[or  stolen,  destroyed  or  mislaid  as  the  case  may  be]  and  cannot  now  be 
found  or  produced  by  him,  and. 

Whereas,   at   his   request   and   upon   the   undertaking   and   agreement   of 

the  parties  hereto  to   indemnify   and  save   harmless  said   The    

Company    in    the    premises,   and    to    deliver    up    to    it   the   said    certificate 

when  found,  to  be  cancelled,  said  The   Company  is  about 

to  issue  a  new  certificate  in  lieu  of  the  one  so  alleged  to  have  been  lost 
[or  stolen,   destroyed   or  mislaid,   as  the  case  may  be]. 

Now,  Therefore,  if  the  said  ,  their  heirs,  executors,  or  ad- 
ministrators   shall    at    all    times    indemnify    and    save    harmless    said    The 

\ Company    against    all    loss    or    damage    to    it    arising    by 

reason   of   the   issue   and   delivery   of   said   certificate   of   stock    numbered 

and  all  costs,  charges,  damages  and   expenses  and  all  claims 

and  demands  of  any  and  every  kind  and  nature,  actions,  causes  of  action, 
suits  and  controversies  whether  groundless  or  otherwise  and  shall  also 
deliver  up  said  certificate  numbered  or  cause  the  same  to  be  de- 
livered up,  when  and  so  soon  as   it  shall  be  found,   in   order  that  it  may 


CERTIFICATES  OF  STOCK.  773 

bo   cancelled,   then   this   obligatiun   sliail    be    void,    otherwise   to   remain    in 
full   force   and   effect. 

In   testimony    whereof    we   have   hereunto   set    our   hands   and  seals   this 

day   of    

Witnessed   by: 

[Seal] 

[Heal] 

See  for  lost  certificates  of  stock,  Cook  on  Corporations,  §§358-362,  406; 
Clark  &  M.,  Corp.,  §§  426,  593-594. 

Form  1209. 

AFFIDAVIT  OF   OWNERSHIP  TO  ACCOMPANY  BOND 
OF  INDEMNITY. 

STATE  OF  ,1 

County  of I 

,   being  duly  sworn,  deposes  and  says  that  he  is  an 

adult,   and   resides   at    ,   and   is   the   owner   and   entitled   to   the 

jiossession    of   a   certain    certificate   for    shares   of   the   capital 

stock,  of  The    Company,  a  corporation  organized  under 

the  laws  of    ,  dated  the    day  of    ,  19...., 

and  numbered   ,  issued  to  him  by  said  The   Company, 

and  described  in  a  certain  bond  of  indemnity  hereunto  annexed,  executed 

by  him  and  by   and   ,  and  dated  the   

day   of    ,    19 

(Here  set  forth  facts  concerning  the  loss,  destruction,  theft,  etc.,  of 
such   certificate.) 

That  he,  the  said  affiant  has  not  disposed  of  said  shares  of  stock  or 
said  certificate  therefor  to  any  other  person  or  persons  nor  given  any 
person  or  persons  any  transfer,  power  of  attorney,  order  or  other  au- 
thority of  any  kind  or  nature  whatsoever  to  transfer  the  said  stock  evi- 
denced   by    said    certificate    numbered    nor    any    part    or    portion 

thereof.     Affiant  further  says  that  he  makes  this  statement  of  the  above 

facts   under   oath   in   order   to   induce   said   The    Company 

to  issue  to  this  affiant  a  new  certificate  of  stock  for   shares 

in   the  place   of   the   said   certificate   heretofore   described,   and   numbered 
as  aforesaid. 


Subscribed   and   sworn   to  before  me  this    day   of 

19 


See  note  to  Form  1208,  siipro. 

Form  1210. 

BOND    OF   INDEMNITY   FOR   LOST   CERTIFICATES    OF 
STOCK  BY  HEIRS  AND  EXECUTRIX. 

Know    all    Men    by   these    Presents,    That    ,    individually   and 

as  the  executrix   of  the  last  will   and  testament   of    

deceased,   and    ,   of   the   City   of    ,   and   State  of 

and of  the  City  of  and  State 


774   CORPORATION  FORMS  AND  PRECEDENTS. 

of    ,   two   of   the   heirs  of   said    ,   deceased,  are 

hereby    held    and    firmly    bound    unto    the     ,    a    corporation 

organized  and  doing  business  under  and  by  virtue  of  the  laws  of  the 
State  of  ,  its  successors  and  legal  rejiresentatives,  or  as- 
signs, and  the  (a  corporation)  its  suc- 
cessors, legal  representatives   or  assigns,  in  the  penal  sum   of   

Dollars  to  be  paid  to  the  said  ,  its  successors,  legal  representa 

tives  or  assigns,  and  the   ,  its  successors,  legal  representatives 

or  assigns,  for  which  payment  well  and  truly  to  be  made  we  bind  our- 
selves jointly  and  severally,  and  our  representatives,  heirs,  executors  and 
administrators   firmly   by   these  presents. 

Sealed  with  our  seals  and  dated  this day  of , 

19 

Whereas,  the  said    has  issued  a  certificate  for    

shares  of  the  capital  stock  of  said to  the  said , 

Executrix  of  the  last  will  and  testament  of    ,   deceased,  in 

lieu  of  certificate  numbered for shares,  dated , 

and  certificate  numbered   for    shares,   dated    , 

of   said   capital   stock   standing  in   the   name   of    , 

which  said  certificates  of  stock  were  registered  by  the ,  as  regis- 
trar of  said   Company,  and, 

Whereas  the  said   has  since  the   issuance  and  registration 

of  said  two  last  mentioned  certificates,  died,  the  said   

has    been    appointed    executrix    of    the    last    will    and    testament    of    said 

,  deceased,  and  said  two  last  mentioned  certificates  have  been 

represented   to   the   said    Companies   by   the   said    Executrix 

as   aforesaid,   as  having   been   lost   or  destroyed. 

Now,   Therefore,  the   Condition   of  this   Obligation   is  such,   That  if  the 

above    bounden,     , individually    and    as    such    Executrix, 

and  ,  and  ,  their  successors,  ad- 
ministrators or  assigns,   shall   and   do   well  and  truly   pay   or   cause  to  be 

paid  to  the  said   ,  its  legal  representatives  or  assigns,  and  the 

,  its  legal  representatives  or  assigns,  all  damages  that  may 

be  sustained  by  said  Companies  by  reason  of  or  growing  out  of  the  issu- 
ance and  registration  of  the  said  certificate  to  said   as 

Executrix   of   the  last   will   and   testament   of    ,    deceased,   as 

transferee  as  aforesaid,  and  shall  well  and  truly  indemnify  and  save 
harmless  the  said  and  said  ,  their  legal  repre- 
sentatives or  assigns,  from  any  and  all  damages,  expenses  and  cost  caused 
by  or  growing  out  of  the  issuance  and  registration  of  said  certificate  to 

said ,  as  Executrix,  of  the  last  will  and  testament  of , 

deceased,  then  the  above  obligation  to  be  null  and  void;  otherwise,  to 
remain    in    full    force   and   effect. 

■ [Seal] 

Individually    and    as    Executrix    of    the    last    Will    and    Testament    of 


:-Km'  ■ 


deceased. 


In    the    presence    of 

" [Seal] 

[Seal] 


CERTIFICATES  OF  .STOCK.  775 

STATE  OF     I 

County  of   .  . ' ( 

Personally    appeared    before    me     ,    a    Notary    Public    in 

and   for   the   County   and   State  aforesaid,   the  above   named    

and     and     ,    personally    known    to    me    to    be 

the  persons  who  signed  their  names  to  the  above  bond,  and  who  acknowl- 
edged that  they  signed  and  sealed  the  same  for  the  uses  and  j)urpo8e8 
therein  set  forth. 

Given  under  my   hand   ami   notarial  seal   this    day   of 

,  19... 


Xot'iry    Public. 
(See  generally   as  to  the  right  of  the  owner  of  lost  or  stolen  stock  to 
obtain   a  new  certificate.     Cook  on  Corporations    (6th   Ed.)    §S  .'558-362.) 

See  as  to  right  of  an  owner  of  a  lost  certificate  of  stock  to  a  new  cer- 
tificate and  the  right  of  the  corporation  to  demand  indemnity  Cook  on 
Corporations,  §§358-362,  406;  Clark  &  M.,  Corp.,  §426. 


CHAPTER  XIII. 

ASSESSMENTS,  CALLS  AND  FORFEIT- 
URE OF  STOCK. 

Form  1211. 

RESOLUTION  IN  REFERENCE  TO  ASSESSMENT  UPON 
SHARES  OF  CAPITAL  STOCK. 

Eesolved,    That    an    assessment    be,    and    the    same   hereby    is,    made   of 

$ per   share   upon    all   of   the   capital   stock   of   this   Company, 

payable  to  the  Treasurer  of  the  Company,  on  or  before  the   

day  of   ,   19 

See  generally  as  to  assessments  upon  stock,  Cook  on  Corporations,  §  §  104, 
120,  241,  242;  Clark  &  M.,  Corp.,  §§  402-404,  497-500. 

See  for  resolutions  in  reference  to  assessments,  Forms  1153,  1154,  and 
1155,  supra. 

Form  1212. 
RESOLUTIONS  OF  BOARD  TO  MAKE  CALLS  ON  SHARES. 

I. 

Eesolved,    That   a   call   of   $ per   share   be   made   in   respect   of 

all  the  shares  of  the  company  to  be  payable  at  .• on  the 

day  of    next. 

ir. 

Resolved,   That   a  call   of  $ per  share  be  made  upon  all  the 

shares  of  the  company  not  being  credited  as  fully  paid  up,  and  that  such 

call  be  made  payable  at on  the day  of next, 

and  that  the  secretary  be   directed   forthwith  to  give  notice  to  the  regis- 
tered holders  of  such  shares  of  such  call  having  been  made. 

III. 

Resolved,  That  a  call  of  $ per  share  be  made  in  respect 

of   the    preferred    shares    of    the    company,    and    that    such    call    be    made 

payable  at    by  the   following  installments,  viz : 

$ on   the    day  of    next. 

$ . on   the    day   of    next. 

See  notes  to  Form  1211,  supra. 

Form  1213. 
RESOLUTION   OF   DIRECTORS  LEVYING  ASSESSMENT. 

Resolved,  that  an  assessment  of  ....   per  cent  be  le\'ied  on  the  shares  of 

stock   subscribed   for,   payable   to   the   treasurer   within    days  from 

date,   and   that   the  president   and   secretary  issue   certificates  of  full  paid 
stock  therefor. 

776 


ASSESSMENTS,  CALLS  AND  FORPEITrRES.      777 

Form  1214. 

ORDER   BY   REFEREE   IN   BANKRUPTCY   FOR   ASSESS- 
MENT ON  STOCK  NOT  FULLY  PAID  FOR. 

And  now,  to  wit,  this  30th  day  of  June,  A.  D.  1908,  on  the  petition  of 
Charles  E.  Schwartz,  the  trustee  in  bankruptcy  of  the  estate  of  said 
bankrupt,  and  on  the  order  to  show  cause  dated  November  14,  1907, 
sif^ned  by  Joseph  Mellors,  referee  in  bankruptcy,  why  Alexander  J. 
Brian,  Mark  M.  Dintenfass,  David  H.  Cohen,  and  Morris  L.  Zimmerman 
sliould  not  be  assessed  in  the  sum  of  $4.5076  on  eafh  share  of  stock  of 
the  said  ])ankrupt  company  subscribed  to  by  them,  and  it  appearing  that 
])er8oual  service  of  said  order  to  show  cause  has  been  made  on  said  Morris 
L.  Zimmerman,  and  that  he  has  subscribed  and  not  paid  for  750  shares  of 
stock  of  said  bankrupt,  and  an  answer  having  been  filed  and  testimony  hav- 
ing been  taken,  and  after  hearing  Samuel  Scoville,  Jr.,  Esq.,  for  the  peti- 
tion, and  Emanuel  Forth,  Esq.,  in  opposition,  and  after  due  deliberation 
had. 

It  is  ordered  and  decreed  that  Morris  L.  Zimmerman  is  liable  in  the  sum 
of  $4.5070  on  each  share  of  750  shares  of  the  stock  of  said  Eureka  Furniture 
Company,  Inc.,  subscribed  for  by  him,  and  that  each  share  of  stock  sub- 
scribed for  by  him  be  assessed  in  said  sum,  and  that  he  is  liable  in  the  sum 
of  $3,380.70  on  his  said  subscription  to  the  trustee  of  the  estate  of  said 
Eureka  Furniture  Company,  Inc.,  bankrupt,  in  said  sum,  and  that  he  make 
payment  thereof  to  Charles  E.  Schwartz,  trustee  in  bankruptcy  of  the 
Eureka  Furniture  Company,  Inc.,  bankrupt,  at  his  office  within  one  week 
from  the  date  of  this  order,  and  on  or  before  the  7th  day  of  July,  A.  D. 
1908;  said  sukscription  when  paid  and  collected  to  become  part  of  the 
assets  of  the  said  bankrupt  estate,  and  to  be  accounted  for  and  distributed 
under  the  orders  of  said  court.  In  default  of  such  payment,  Charles  E. 
Schwartz,  trustee  of  the  estate  of  said  bankrupt,  is  hereby  authorized  and 
directed  to  institute  such  proceedings  against  said  ISIorris  Ij.  Zimmerman 
as  are  necessary  to  recover  the  said  sum  due  by  him  on  said  stock  either 
at  law  or  in  equity. 

Joseph  Mellors,  Referee  in  Bankruptcy. 

See  In  re  Eureka  Furniture  Co.,  170  Fed.  485,  holding  that  a  bankruptcy 
court  has  power  to  order  assessments  on  unpaid  subscriptions  to  the  stock 
of  a  bankrupt  corporation.  See  also  Hilliard  v.  Allegheny  Co.,  173  Pa.  1; 
Sanger  v.  I'ptdn,  !)1  IT.  S.  56;  In  re  Remington,  etc.  Co.,  119  Fed.  441;  In  re 
Bottling  Co.,  96  Fed.  945. 

Form  1215. 


NOTICE  OF  CALL. 


Company, 
,  19- 


Dear    Sir:  — 

I    have    been    instructed    by    the    Directors    of    the     

(-'ompany,   of    ,    ,   to   issue   a   call   for   the   payment   on   or 

before ,  19.  .  .  .,  of  per  centum  of  the  sub- 
scribed   cajiital    stock    of    said    company. 

Your    subscription    is    shares    of    $100.00    each;    amount 

$ ;    amount    due    to    meet    above    call    $ 


778   CORPORATION  FORMS  AND  PRECEDENTS. 

Please  i^mit  promptly,  making  checks  payable  to  Treasurer  of 

Company,  and  mail  to  the  undersigned,   for  which  a  receipt  will  be  sent 
you. 

Yours   respectfully, 

Co., 

,   Treas. 

Office:    Trust   Company   Building, 

St.. 


See  for  agreement  to  form  corporation  and  subscription  out  of  which 
above  call  arose,  Form  1078,  supra. 

See  as  to  necessity  of  giving  notice  of  calls  and  the  formalities  thereof. 
Cook  on  Corporations,  §  115-118;  Clark  &  M.,  Corp.,  §  500. 

Form  1216. 
NOTICE  OF  CALL. 

To    

You  are  hereby  notified  that  by  a  resolution  of  the  board  of  directors 

of   the    Company,    duly   passed   on   the 

day  of ,  A.  D.  19.  . .  .,  a  call  was  made 

on  all  the  shares  of  the  capital  stock  of  the  Company  of 

.'.'. .'. Dollars    per    share,    payable    on 


the   day  of   .......! next. 

You   are   registered  as  the  holder   of    shares,   evidenced   by 

Certificate  No ,  and  the   amount   due  from  you  thereon  is 

Dollars,  which  you  will  please  pay  to   

at  No Street,    ,  on  or  before  the  said   

day  of  next. 

By  Order  of  the  Board  of  Directors. 


Secretary. 
See  note   to  Form    1215,   supra. 

Form  1217. 
NOTICE   OF  ASSESSMENT   OF   STOCK. 

Company, 

No Street, , 

Notice   is  hereby  given  that  by  resolution  of  the  Board  of  Directors  of 

Company   adopted   pursuant   to   authority   given   by  the 

stockholders  thereof,  an  assessment  of   per  cent   (....%)   on  the 

capital'  stock  of  said  Company  is  now  called  for,  payable  to  the  treasurer 

of  said  Company  at   on  or  before Checks  or  drafts 

should  be  made  payable  to  the  order  of  the  treasurer. 
By   Order   of   the   Board   of    Directors. 


Secretary. 

Dated  at ,  this day  of ,  19 

See  note  to  Form  1215,  supra. 


ASSESSMEXTS,  CALLS  AND  FOR  FE  ITT  RES.      779 

Form  1218. 
PUBLISHED  NOTICE  OF  CALL. 

The   (Juiuiiaiiy. 

To  the  Stockholders  of  Tlie    Company. 

You   are   hereby   notified   that   a   call   of    dollars    ($....)    per 

share  has  been   made  by   the   Board   of   Directors  of   The    

Company,   n])on  the   unjiaiil   balance   of  the  par  value  of   all   stock   of  the 

Company   issued  and  outstanding  at    o'clock    ....    M.  on    

19 payable  at  the  oflice  of  the    

Trust   Company,   No!    .  .  .  . ,    Street,    ,   or   at    the 

office  of  the Trust  Company,  No , 

Street,  on  or  before  ,  19....,  by  stock- 
holders of  record  at  3  o'clock  P.  M.  on  said ,  19.  .  . 

All   stock   upon   which  the   full  amount   of  the  call   shall  not   ha%e  been 

paid  as  above  si)ecified  on  or  before ,  19.  . .  .,  will  be  subject 

to  sale  l)y  the  Company  in  satisfaction  of  said  call  and  e.xpenses  of  sale. 


President. 
See  note  to  Form  1215,  supra. 

Form  1219. 
NOTICE  OF  CALL  UPON  PARTLY  PAID  CAPITAL  STOCK. 

Company. 

Street, 

NOTICE    OF   CALL    OF    $25    PER    SHARE. 

, ,  19.... 

To  the  Holders  of  Certificates  for  Partly  Paid  Stock  of  the   

Company : 

Notice  is  hereby  given  by  the Company  of  a  call  for  the 

payment  of  an  installment  of  twenty-five  dollars  ($25)  per  share  upon  the 
partly  paid  capital  stock  of  the  Company,  such  installment  to  be  payable 

on    ,    ,  19 

Payment  of  said  installment  must  be  made  at  the  office  of  the 

Trust  Company,  No , Street, ,  on  or  before 

,    19....,   by   check   or    draft    on    New    York 

to  the  order  of  the  Company.  At  the  time  of  such  pay- 
ment the  certificates  for  partly  paid  stock  must  be  presented  in  order  that 
a  memorandum  of  the  payment  may  be  stamped  thereon. 

The  stock  transfer  books  for  the  transfer  of  unstamped  certificates  will 
remain  closed  after  the  date  of  this  notice.     Books  have  been  opened  for 
the   transfer   of   certificates   on   which   the   additional   payment   of   twenty- 
five  dollars   ($25)   per  share  has  been  noted. 
By  order  of  the  Board  of  Directors. 

J Company, 

By ,  Treasurer. 

See  note  to  Form  1215,  supra. 


780      CORPORATION  FORMS  AND  PRECEDENTS. 


Form  1220. 

NOTICE  OF  FINAL  CALL  UPON  PARTLY  PAID 
CAPITAL  STOCK. 

Company. 

At  a  meeting  of  the  Board  of  Directors  of  the    Com 

pany,  held  on  November  29,  1905,  a  final  call  of  50  Per  Cent  was  ordered 
on  the  part-paid  Capital  Stock,  payable  at  the  offtce  of  the  undersigned  on 

or   before    ,    19 ... . 

Stockholders  will  please  present  their  certificates  for  endorsement  at  time 
of  payment. 

The  transfer  books  of  the  Company  will  be  closed  on , , 

19 .  . .  . ,  at  . .  o  'clock  ....   M.,  and  will  reopen  on , , 

at    ....    o  'clock    ....    M. 

&   Co., 

Street,    

See  as  to  the  necessity  of  complying  with  all  formalities  prescribed  for 
notice  of  calls,  Cook  on  Corporations,  §  119;  Clark  &  M.,  Corp.,  §  499e. 

Form  1221. 

WAIVER  OF  NOTICE  BY  THE  STOCKHOLDERS  OF 
PAYMENT  OF  ASSESSMENT. 

We,  the  undersigned,  being  all  the  subscribers  to  the  capital  stock  with 

which   The    ,   a  corporation   organized  under  the  laws  of 

the   State  of    ,  begins  business,   do   hereby  severally  waive 

any,  all  and  every  notice  of  the  time  and  place  of  the  payment  of  such 
respective  subscriptions,  and  we  agree  to  pay  or  cause  to  be  paid  any  part 
or  all  of  the  same  to  the  Treasurer. of  the  Company,  in  cash  or  by  the 
transfer  of  property,  at  such  time  as  the  Company,  by  its  Board  of 
Directors,  may  direct.  And  we  hereby  waive  all  the  requirements  of  the 
statutes  of  the  State  of as  to  notice  and  publication  thereof. 

Dated,    ,    ,    ,  19 


See  as  to  waiver  of  notice  of  assessment,  Cook  on  Corporations,   §120; 
Clark  &  M.,  Corp.,  §§499-500. 

Form  1222. 
WAIVER  OF  NOTICE  OF  ASSESSMENTS. 

We,  the  undersigned,  subscribers  to  the  capital  stock  of  the   

Company,  a  corporation  organized  and  existing  under  the  laws  of  the  State 
of ,  to  the  number  of  shares  set  opposite  our  respective  signa- 
tures hereof,  do  hereby  waive  the  statutory  notice  and  all  other  notice 
of  any  kind  whatsoever,  of  the  time  and  place  for  the  payment  of  our 
respective  subscriptions,  and  we  severally  agree  to  pay  the  amounts  sub- 
scribed by  us  respectively  to  the  treasurer  of  said Company 

at  such  times  and   in  such  manner  as  its  board  of  directors  may  require, 


ASSESSMENTS,  CALLS  AND  FORFEITURES.      781 

and  we  hereby  authorize  and  empower  said  board  of  diret-tors  to  require 
any  sum  due  on  our  respective  subscriptions  to  be  paid  in  such  manner 
and  at  such  times  and  at  such  places  as  they  may  see  fit  without  notice  to  uh. 

Dated   ,  19 

Name.  Number  of  Shares  Subscribed  for. 


See  note  to  Form  1221,  supra. 

Form  1223. 

WAIVER  OF  NOTICE  OF  ASSESSMENT   (ANOTHER 

FORM). 

We,   the   undersigned,   stockholders  of   The    Company,   a 

corporation  organized  and  existing  under  the  laws  of  the  State  of 

and  owning  and  holding  the  number  of  shares  of  said  Company  set  oppo- 
site our  resj)ective  names,  do  hereby  waive  notice  of  any  and  every  kind 
(statutory  and  otherwise)   of  the  time,  manner  and  place  of  the  payment 

of  our  respective  subscriptions  to  the  capital  stock  of  said  The 

Company,  and  we  hereby  respectively  agree  to  pay  any  and  all  assess- 
ments of  our  said  respective  subscriptions  as  called  for  by  the  resolution  of 
the  Board  of  Directors  of  said  Company  at  any  meeting  regular  or  special 
of  said  Board  of  Directors. 

Dated    ,19 

Name.  Number  of  Shares  Owned. 


See  note  to  Form  1221,  supra. 

Form  1224. 
PUBLISHED  NOTICE  OF  ASSESSMENT. 

The Company. 

NOTICE  TO  STOCKHOLDERS. 

Please  take  notice,  that  by  resolution  of  the  Board  of  Directors  of 
this  Company  duly  adopted  at  a  meeting  held  at  the  office  of  the  Com- 
pany      19.  . .  .,  an  assessment  of Dollars  per  share 

was  levied  upon  the  outstanding  capital  stock  of  this  Company,  to  be  paid 
as   follows: 

dollars  per  share  to  be  paid  on  or  before 

19 

dollars  per  share  to  be  paid  on  or  before 

19 

Payments   to   be   made   either  to   the    Trust   Company, 

Street,  New  York  City,  N.  Y.,   or  to  the    .'. 

Trust  Company, Street,  Chicago,  111. 

The     transfer    books    of    the     Company     are     to     remain     closed     from 

,   19 to    19 and    from 

19....,  to  ,  19....  for  the 

purpose  of  this  Assessment. 


vaii 


CORPORATION  FORMS  AND  PRECEDENTS. 


AH   payments  of   assessments  should  be  accompanied  by  the  certificates 
of  stock  upon  ^vhich  receipt  therefor  will  be  stamped. 
By   Order   of   the  Board  of   Directors. 


Assistant  Secretary. 
See  Cook  on  Corporations,  §  119;  Clark  &  M.,  Corp.,  §500. 

Form  1225. 
RECEIPT   FOR  INSTALLMENT. 

The   Company. 

Eeceived   of    the   sum   of    Dollars,   being  the 

amount  of  the  call  of   per  share  on shares  in  the 

Company  evidenced  by  Certificate  No 

Dated    ,   19 

The    Company, 

By  

Treasurer. 

Form  1226. 

RESOLUTION  PRELIMINARY  TO  FORFEITURE  OF 

STOCK. 

Eesolved,  That  the  Secretary  be  directed  to  send  a  notice  to  Mr 

in    accordance   with    Art ,    § ,    of    the   By-Laws   of   this 

Company,  requiring  him  to  pay  the  call  due  on  his  shares  with  interest, 
and  stating  that  unless  such  call  and   interest  are  paid  on   or  before  the 

day  of    ,  A.  D.  19.  . .  .,  his  shares  will  be  forfeited 

without  further  notice. 

See  generally  as  to  the  necessity  of  statutory  authority  to  forfeit  and 
sell  stock  for  nonpayment  of  assessments  thereon,  Cook  on  Corporations, 
§§121-134;  Clark  &  M.,  Corp.,  §§491-496. 

See  for  interest  on  calls,  McCoy  v.  World's  Columbian  Exp.,  186  111.  356; 
Acetylene,  etc.  Co.  v.  Smith,  10  Pa.  Super.  61;  Bair  v.  Gazzam,  15  Pa. 
Super.  131. 

See  for  forfeiture  of  stock  for  non-payment  of  calls  or  instalments  pro- 
vided for  by  subscription,  Crissley  v.  Cook,  67  Kan.  20;  Wilson  v.  Duplin 
Tel.  Co.,  139  N.  C.  395;  -Raht  v.  Sevier  Mining,  etc.  Co.,  18  Utah  290; 
Schwab  V.  Frisco  Min.  &  Mill.  Co.,  21  Utah,  258;  Clise  Inv.  Co.  v.  Washing- 
ton Sav.  Bank,  18  Wash.  8;  Nicholson,  etc.  Clothing  Co.  v.  Urquhart,  32 
Tex.    Civ.    App.    527;    Daht    v.    Sevier    Mining,    etc.    Co.,    18    Utah    290. 

Form  1227. 

NOTICE  TO  STOCKHOLDER  UNDER  THE  ABOVE 
RESOLUTION. 

THE   COMPANY. 

19 

To    

I  am  directed  by  the  board  of  directors  of  the  Com- 
pany, to  require  you  to  pay  at ,  on  or  l)efore  the day  of 

A.  D.  19.  . .  .,  the  sum  of Dollars,  being  the 

amount  ilue  from  you  in  respect  of  the  call  made  on  the   day  of 

A.  D.  19 .... ,  in  respect  of   shares  of 


ASSESSMP:NTS,  calls  and  FORFEITURKS.      7B3 

Dollars   each,   evidenced   by  Cftrtificate   No ,   lieM   by  you.   tngetber 

with  interest  thereon  at  the  rate  of    per  cent,   per  uiiiiuiii  from 

the    <iay  of    A.  I).   1!».  .  .  .    (the  day  on  which 

said  call  should  have  been  paid  Ijy  you),  up  to  the  day  of  actual  pay- 
ment. 

I   am   further    notified    to    inform   y(iu    that    in    the    event    of   your    not 
making  such   payment   of  arrears   of  call   and   interest  on  or   before   the 

day  of   A.  D.  19.  .,  said   shares  of 

Dollars   each    held    by   you    (in   respect   of   which    such   call 

is  owing)    will    be   forfeited   without   further   notice,   in   accordance   with 

Art of    the    by-laws    of    this    Company. 

TIIH     COMPANY, 

By    

Secretary. 

See   as   to    the   necessity   of   such    notice.   Cook    on    Corporations,    §  130; 
Clark  &  M.,  Corp.,   §§492,  495. 

Form  1228. 
NOTICE  OF  LIABILITY  TO  FORFEITURE. 

TII K    COMP AN  Y. 

Sir,  No Street,   etc 

In  my  letter  of  the day  of ,  I  gave  you  notice  that 

at    a   meeting  etc.      ( Particidars   of   call.) 

I  am  now  instructed  to  inform  you  that  the  directors  require  you  on  or 

before  the   day  of   ,  19.  . .  .,  to  pay  the  said  sum  of 

Dollars,  together  with  interest  thereon,  at   the  rate  of   

per  cent,   from   the   said    day  of    ,   19.  ... ,  up   to 

the   day  of  payment,  and   that   in   the   event   of  non-payment   of  the   said 

call  and  interest,  on  or  before  the  said   day  of ,   19.  .  .  . 

at  the  place  aforesaid,  the  shares  in  respect  of  which  such  call  was  made, 
will   be   liable  to   be   forfeited. 

I   am,   etc., 

Secretary. 

To    etc. 

See  note  to  Form  1227,  supra. 

Form  1229. 
RESOLUTION  OF  FORFEITURE  OF  SHARES. 

Resolved,   That   the    shares   of    Dollars 

each,    represented    by    Certificate    No ,    of   which    is 

the  registered  holder,  be  hendjy  forfeited  on  account  of  the  non  payment 
by  the  said of  calls  due  thereon,  and  tluit  the  secre- 
tary be   directed    forthwith   to   give  notice  to   the   said    , 

of  such  forfeiture. 

See  Cook  on  Corporations,  §§  121-134;  Clark  &  M.,  Corp.,  §493. 


784      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1230. 
NOTICE  OF  FORFEITURE. 

THE    COMPANY. 

,    19.. •• 

To    

J   am  directed  by  the  board  of  directors  of  the   C'om- 

]  iiny   to   inform  you  that  the    shares  of    Dollars 

each  represented  by  Certificate  No of  the Com- 

I'auy,   of   which  you   were   the   registered   holder,   have   by   a   resolution   of 
the    board    of    directors    of   said    Company    duly    passed    at    a   meeting   of 

^aid  board  of  directors  on  the day  of ,  A.  D.  19.  . .  ., 

been  duly  forfeited,  on  account  of  your  having  failed  to  pay  the  call  due 
thereon  on  the    day  of   ,   19 ...  . 


Secretary. 

See  as  to  the  necessity  of  strict  compliance  with  the  statute  authorizing 
foifciturc,  Cook  on  Corporations,  §§  121-134;  Clark  &  M.,  Corp.,  §§  491,  493. 

Form  1231. 
NOTICE  OF  SALE  OF  FORFEITED  STOCK. 

Notice  is  hereby  given  that  on    ,   19.  .  .  .,  at    o'clock 

....    M.,   the    Company  will   sell  at   public  action   at 

No ,    Street,    ,    shares 

of   the   capital  stock   of   the    Company,    represented 

by  Certificate   No of  which    is  the 

registered    owner,    for   the   non-payment   of   a    call    of    Dollars 

per  share  ordered  to  be  paid  on  the day  of A.  D.  19.  .  ., 

by  resolution  of  the  board  of  directors  of  the  said  company  duly  adopted 

on  the    day  of   A.  D.    19 ...  . 

The Company, 


Secretary. 
See  note  to  Form  1230,  supra. 

Form  1232. 

NOTICE  OF  SALE  OF  STOCK  FOR  NON-PAYMENT 
OF  ASSESSMENTS. 

Sale  of  Stock  of  The    Company. 

By   order   of   the   board   of   directors,   the   undersigned,   as   treasurer   of 

The Company,  will  on  the   day  of ,  19.  .  . ., 

at   0  'clock  in  the noon  at    ,  sell  at  public 

auction   to   the  highest   bidder    shares   of  the  capital   stock   of 

said   company,   owned   by    ,   and    standing   in    his 

name  on  the  books  of  said  The   Company,   , 

or  so  many  of  said  shares  as  will  pay  $ which  is  the  aggregate  amount 

of   unjjaid   assessments   on   said    shares   now   due    from    said 

,    and   also   the   interest   thereon    from    

to  the   date  of  sale,  and  all  necessary  charges. 


ASSESSMENTS,  CALLS  AND  P^ORFEITl'RES.      785 

$ has  been  paid  to  the  said  Coinpauy  ou  each  of  Haid  sliares,  and 

an  asseasment  of  $ ,  has  been  made  and  is  now  due  on  each 

of  said  shares,  which  assessment  the  purchaser  at  said  sale  must  imme- 
diately pay  on  each  share  in  addition  to  the  amount  of  his  bid. 

Dated   ,  19 


Treasurer. 
See  Cook  on  Corporations,  §§  121134;  Clark  &  M.,  Corp.,  §493. 

Form  1233. 

PUBLISHED  NOTICE  OF  SALE  OF  STOCK  TO  PAY 
ASSESSMENTS. 

Public   notice   is   hereby   given   that   the    undersigned.   Treasurer   of   The 

Company,    a    corporation   organized   and   existing 

under  and  by  virtue  of  the  laws  of  the  State  of   ,  will  sell 

at  public  auction  shares  of  the  capital  stock  of  said  Com- 
pany,  upon    which    per    centum   has   been   paid    in,    belonging 

to    for    non-payment    of    assessment    on    the    stock    of 

said   ,  according  to  the  statutes  of  the  State  of 

and  by-laws  uf  said  Company  in  such  case  made  and  provided. 

Said  sale  will   take  place  at   No ,    Street,   in 

,  in  said  State  of   ,  on  the   day  of 

,    19 .... ,   at    0  'clock   in    the    noon. 


Treasurer  of  The   Company. 

Dated    19 

See  note  to  Form  1230,  supra. 

Form  1234. 

DEED  BY  TREASURER  FOR  STOCK  PURCHASED  AT 
SALE  FOR  UNPAID  ASSESSMENTS. 

Indenture  made  by Company,  a  corporation  of  the  State  of 

,  by  its  treasurer,    dated  the    day   of 

,  19.... 

Whereas,  the  board  of  directors  of  said  Company,  having 

at  a  duly  called  meeting  of  the  said  board,  on  the day  of 

19 at o  'clock M.,  made  an  assessment  of 

dollars  upon  each  share  of  the  then  capital  stock  of  the  said  corporation 

(lid  fi.x,  the day  of ,  19.  .  .  .,  as  the  time,  and  the 

principal  office  of  said  corporation,  as  the  place,  for  the  payment  of  the 
said  nsscssment,  and 

Whereas,    was   at   the   time  of   the   said   assessment   the 

registered  owner  of   shares  of  the  capital  stock  of  the  said 

company  and  failed  to  pay  the  said  assessment,  or  any  part  thereof,  for  the 
space  of days  after  the  time  appointed  for  said  payment,  as  afore- 
said, and, 

Whereas,    due   notice   of   the   forfeiture  of  said   shares,   and   of   the  sale 


786      CORPORATION  FORMS  AND  PRECEDENTS. 

thereof  for  uupaid  assessments,  was  duly  given  to  the  said in 

accordance  with  the  by-laws  of  said Company,  and, 

Whereas,  upon  the  said  day  fixed  for  the  said  sale,  as  aforesaid,  the  said 

stock  was  duly  offered  at  public  auction  and  purchased  by  

for  the  sum  of dollars,  he  being  the  highest  bidder  and  that 

price  the  highest  price  bid. 

Now  Know  All  Men  by  These  Presents.     That Company, 

a  corporation  of  the  State  of ,  by  its  Treasurer  hereby  assigns, 

transfers  and  sets  over  unto   ,  his  heirs  and  assigns,  the  said 

shares  of  stock  aforesaid,  to  have  and  to  hold  the  same  to  and 

for  the  only  proper  benefit  and  behoof  of  the  said ,  his  heirs 

and  assigns  forever. 

The Company  doth  hereby  constitute  and  appoint 

the  said  Treasurer  of  the  said  corporation,  to  be  its  attorney  for  it  and  in 
its  name  and  as  and  for  its  corporate  act  and  deed  to  acknowledge  this 
WTiting  before  any  person  having  authority  by  the  laws  of  the   State  of 

to  take  such  acknowledgment  to  the  intent  that  the  same  may  be 

duly  recorded. 

Witness  the  seal  of  the  said  corporation,  the  signature  of  the  treasurer 
and  the  attestation  of  the  secretary  thereof,  the  day  and  year  first  above 

written,  at 

Company, 

By its  Treasurer. 

Attest : 

[Corporate  Seal] 


Secretary. 
Signed,  sealed  and  delivered  in  the  j)resence  of  us: 


(Add  acknowledgment.) 

See  as  to  the  liability  of  a  purchaser  of  forfeited  stock,  Cook  on  Corpora- 
tions, §  133. 

Form  1235. 

NOTICE  OF  OFFER  TO  RECEIVERS  TO  BUY  ASSETS  AND 
PAY  CALLS,  ETC. 

IN  CHANCERY  OF  NEW  JERSEY. 
.JOHN  FREDERICK  WHERRY, 
Complainant 
--and — 
TELEPHONE,  TELEGRAPH  AND 
CABLE  COMPANY  OF  AMERICA, 

Defendant. 
To 

Edward  Graetz,  Mendham  Brothers,  Chas.  G.  Phillips,  Wilcox  &  Company, 
William  Cone  &  Company,  Chas.  W.  Turner  &  Company,  Thomas  Wood,  Dick 
Rogers,  Edward  ,J.  Graetz,  George  B.  Wilson,  Trustee,  R.  T.  Cadmus  and 
Andrew  Freedman,  and  to  the  unknown  parties  holding  said  stock  or  any  of 


r 


On  Bill,  &c. 

ORDER  TO  SHOW 

CAUSE. 


ASSESSMENTS,  CALLS  AND  FOKFEITCRES.      787 

it  by  title  derived  from  tlieiii  or  any  of  tbeiii,  ana  all  omer  stockholders  of 
said  corporation,  and  all  the  creditors  of  said  corporation: 

Take  notice,  that  a  rule  to  show  cause  in  the  above  stated  matter  will 
come  on  for  hearing  on  Thursday,  the  Sixteenth  day  of  February,  Nineteen 
Hundred  and  Eleven,  before  the  Chancellor  of  New  Jersey,  in  the  Chancery 
Chambers,  Prudential  Building,  in  the  City  of  Newark,  New  Jersey,  at  the 
hour  of  two  o'clock  in  the  afternoon  of  that  day  or  as  soon  thereafter  as  the 
same  can  be  heard,  why  an  offer  by  Henry  S.  Kearny  to  the  Receivers  of  the 
Telephone,  Telegraph  and  Cable  Company  of  America  should  not  be  ac- 
cepted, which  offer  is  in  substance  as  follows: 

1.  To  jiay  all  the  unpaid  calls  at  the  face  value  of  said  calls,  without  in- 
terest, on  One  Hundred  and  twenty-eight  thousand  six  hundred  and  twelve 
shares  of  the  capital  stock  of  the  Telephone,  Telegraph  and  Calde  Company 
of  America,  in  full  settlement  of  all  liability  on  said  stock;  said  one  hun- 
dred and  twenty-eight  thousand  six  hundred  and  twelve  shares  being  the 
entire  number  of  shares  on  which  there  are  unpaid  calls,  excepting  certain 
shares  upon  which  there  are  unpaid  calls  which  stand  upon  the  books  of  the 
said  Telephone,  Telegraph  and  Cable  Company  of  America,  in  the  names  of 
William  Cone  &  Company,  Chas.  W.  Turner  &  Company,  Thomas  Wood,  Dick 
Eogers,  Edward  J.  Graetz,  R.  T.  Cadmus,  George  B.  Wilson,  Trustee,  and 
Andrew  Frcedman,  aggregating  four  hundred  and  nine  shares. 

(2)  In  the  event  of  the  acceptance  of  the  foregoing  proposition  in  Para- 
graph (1)  to  bid  at  public  or  private  sale  for  all  the  collateral,  assets  and 
property  of  every  kind  and  description,  including  choses  in  action,  of  the 
Telephone,  Telegraph  and  Cable  Company  of  America,  now  in  the  hands 
of  the  said  Receivers  or  to  which  they  may  be  entitled,  except  cash,  the  sum 
of  seventy-five  thousand  dollars,  and  to  obtain  a  withdrawal  of  the  right  of 
the  claim  of  John  Frederick  Wherry,  amounting  to  Eighty  Thousand  Dol- 
lars ($80,000)  and  interest,  to  participate  in  any  -way  in  any  fund  which 
may  come  into  the  hands  of  the  Receivers. 

Further  take  notice  that  the  report  of  the  Receivers  in  relation  to  the 
assets  of  the  Telephone,  Telegraph  and  Cable  Company  of  America,  as  to 
which  said  offer  is  made,  and  said  offer  are  on  file  with  the  Sergeant-at-Arms 
of  the  Court  of  Chancery  of  New  Jersey,  in  the  Prudential  Building,  New- 
ark, New  Jersey,  for  inspection  by  the  aforesaid  parties  or  by  anyone  duly 
authorized  on  their  behalf  in  writing  to  inspect  the  same. 

CHARLES  y\.   MYERS, 
EDWARD   M.   COLIE, 
Receivers  of  Telephone,  Telegraph  and  Cable  Company  of  America. 


CHAPTER  XIV. 

OPTIONS  AND  AGREEMENTS  FOR  SALE 
OF  PROPERTY. 

Form  1236. 

OPTION  AGREEMENT  FOR  SALE  OF  PROPERTY  TO 
PROMOTER. 

Agreement  made  this  day  of  A.  D.  191 ,  be- 
tween A  of ,  of  tbe  one  part,  and  B  of ,  of  the 

other  part,  witnessetb,  that  for  and  in  consideration  of  the  sum  of  $1  in 
hand  paid  by  each  of  the  parties  hereto  nnto  the  other,  the  receipt  whereof 
is  hereby  acknowledged,  and  of  the  mutual  covenants  aud  agreements  herein 
contained, 

It  is  hereby  agreed  as  follows: 

1.  The  said  A  shall  sell,  and  the  said  B  shall  purchase,  the  property 
specified  in  the  schedule  hereto  annexed  and  marked  Exhibit  "A"  for  the 

sum  of  $ ,  whereof  $ shall  forthwith  be  paid  to  the 

said  A  by  way  of  deposit. 

2.  If  before  the   day  of   ,  the  said  B  shall  have 

resold  the  said  property  to  a  corporation  duly  incorporated  under  the  laws 

of  the  state  of   for  the  purpose  inter  alia  of  acquiring  said 

property,  and  with  a  nominal  capital  of  $ divided  into   

shares,  each  of  the  par  value  of  $ and  bound  by  agreement  with 

the  said  B  to  purchase  from  him  the  said  property,  the  said  B  shall  have 
the  option  of  satisfying  any  part  of  the  balance  of  the  purchase  money  not 

exceeding  $ ,  by  procuring  the  allotment  or  transfer  to  the  said 

A  of  full  paid-up  shares  of  the  capital  stock  of  said  Company  to  be  treated 
as  of  par  value. 

3.  Tbe  said  A  shall  show  a  good  title  to  the  said  property  in  himself  or 
some  other  person  willing  and  bound  to  convey  by  his  direction,  and  shall 
duly  transfer  the  same  to  the  same  B  or  his  nominee  at  or  before  the  time 
for  completion  hereinafter  fixed. 

4.  The  purchase  shall  be  completed  on  the day  of 

next,  at or  such  other  place  in  the  city  of in  the 

State  of    ,  as  the  said   B   shall   designate  and  thereupon  the 

purchase  money  shall  be  paid  or  satisfied  as  hereinbefore  provided. 

5.  The  said  B  shall  before  the  time  hereinbefore  fixed  for  completion 

appoint  some  competent  agent  or  attorney  in to  examine  and 

report  on  the  title  to  the  said  property,  and  a  telegram  from  such  agent  or 
attorney  stating  that  the  title  is  satisfactory  shall  be  sufficient  evidence  of 
the  facts. 

6.  The  said  B  may  at  any  time  before  the day  of 

oext,  annul  the  sale  and  if  the  said  purchase-money  shall  not  be  paid  or 

788 


OPTIONS  AND  AGREEMENTS  FOR  SALE.         789 

satisfied  at  the  time  and  in  the  manner  aforesaid,  then  and  in  such  case,  the 
said  A  may  at  any  time  thereafter  by  notice  in  writing  to  the  said  B  annul 
the  sale. 

7.  If  the  sale  is  annulled  under  clause  6  hereof,  the  deposit  shall  be  for- 
feited to  the  said  A  and  neither  party  shall  have  any  claim  against  the 
other  for  exj^cnses,  damages  or  otherwise. 

In  Witness  Whereof  the  i)arties  hereto  have  hereunto  set  their  hands  and 
seals  the  day  and  year  aforesaid. 

fSEALj 

i«EAi.J 

See  for  law  relative  to  promoters,  Cook  on  Corporations,  §§  38,  46,  63, 
157,  158,  320,  334,  650,  651,  657,  705-707;   Clark  &  M.,  Corp.,  §§102110. 

"An  option  to  purchase  is  merely  an  agreement  whereby  the  vendee 
may,  upon  compliance  with  certain  terms  and  conditions  become  the 
owner  of  the  property;  the  vendor  giving  him  the  option,"  In  re  Allen, 
183  Fed.  172. 

"An  option  to  purchase  if  he  liked  is  essentially  different  from  an  op- 
tion to  return  a  purchase  if  he  should  not  like.  In  one  case  the  title  would 
not  pass  until  the  option  is  determined;  on  the  other  hand,  the  property 
passes  at  once,  subject  to  the  right  to  rescind  and  return."  Hunt  v.  Wyman, 
100  Mass.  198.  quoted  with  approval  in  In  re  Allen,  183  Fed.  172. 

If  an  option  is  in  writing  and  answers  the  requirements  of  the  Statute 
of  Frauds,  and  is  given  for  a  valuable  consideration,  and  time  is  given  within 
which  it  may  be  exercised,  such  ()i)tion  during  the  time  specified  for  its 
exercise  is  irrevocable.  Black  v.  Maddox,  104  Ga.  157;  Peterson  v.  Chase, 
115  Wis.  239;  Weaver  v.  Burr,  31  W.  Ya.  736,  3  L.  R.  A.  94. 

There  is  a  conflict  of  authority  as  to  whether  or  not  an  option  under  seal 
is  revocable.  Some  authorities  hold  that  it  is  not.  See  Xenos  v.  Wickham, 
L.  R.,  2  H.  L.  296;  McMillan  v.  Ames,  33  Minn.  257;  Contra,  Penn  Match 
Co.  V.  Hapgood,  141  Mass.  145. 

See  for  exercise  of  option,  Matthews  Slate  Co.  v.  Slate  Co.,  122  Fed. 
972;  Richards  v.  Green,  23  N.  J.  Eq.  536;  Woodruff  v.  Woodruff,  44  N. 
J.  Eq.  349;  Bigeler  v.  Baker,  40  Neb.  325,  24  L.  R.  A.  255;  Savward  v. 
Houghton,  119  Cal.  545;  Black  v.  Maddox,  104  Ga.  157;  Graybill  v.  Brugh, 
89  Va.  895,  21  L.  R.  A.  133,  37  Am.  St.  Rep.  894. 

See  as  to  specific  performance  of  option  to  convev  property,  Wall  v. 
Minneaj)olis  R.  Co.,  86  Wis.  48;  Kerr  v.  Dav,  14  Pa!  St.  112;"  Doctor  v 
Hellberg,  65  Wis.  415. 


Form  1237. 
OPTION  AGREEMENT  ON  MANUFACTURING  PLANT. 

Agreement,  made  at    ,  this   day  of   

19.  . .  .,  by  and  between   ,  a  corporation  organized  and  doing 

business  under  and  by  virtue  of  the  laws  of  the  State  of ,  party 

of  the  first  part  (hereafter  for  brevity  termed  the  Vendor)  and 

(hereafter   for  brevity   called  the   Purchasers),   their  nominees  or  assigns, 
l^arties  of  the  second  part. 

Whereas,  the  Vendor  is  the  owner  of  the  property  and  rights  hereinafter 
described,  and  is  now  and  has,  for  several  years  last  passed,  been  engaged  in 
the  manufacture  of and  appurtenances  and  appliances  con- 
nected therewith,  and  said  Purchasers  desire  the  option  to  purchase  from  the 
said  Vendor  the  property  hereinafter  described,  and  the busi- 
ness of  the  said  Vendor,  and, 

Whereas,  the  form  of  this  agreement  has  been  submitted  to  the  Board  of 
Directors  of  the  said  Vendor,  which  has  duly  resolved,  at  a  meeting  thereof 


790      CORPORATION  FORMS  AND  PRECEDENTS. 

duly  and  regularly  called  and  held  I'or  such  purpose,  that  its  President  and 
Secretary  be  authorized  on  behalf  of  the  Vendor,  as  its  act  and  deed  and 
under  its  corporate  seal,  to  execute,  acknowledge,  and  deliver  the  same  to 
the  said  Purchasers  and  the  action  of  said  Board  of  Directors  has  been 
authorized,  ratified  and  confirmed  by  a  resolution  of  the  stockholders  of  the 
said  Company  at  a  special  meeting  of  said  stockholders  duly  and  regularly 

called  and  held  for  such  purpose  on  the day  of ,  A.  D. 

19.... 

Kow  therefore,  this  indenture  witnesseth  that,  for  and  in  consideration 
of  One  Dollar  ($1.00)  in  hand  paid  by  each  of  the  parties  hereto  one  to  the 
other,  the  receipt  of  which  is  hereby  acknowledged  by  each  of  the  parties 
hereto,  and  of  other  good  and  valuable  considerations  moving  between  the 
parties  hereto,  the  existence  of  which  is  hereby  acknowledged  by  each  of 
the  parties  hereto,  it  is  hereby  agreed  as  follows: 

First,  The  said  Vendor  hereby  agrees  upon  the  written  request  of  the 
said  Purchasers  as  hereinafter  provided  for,  to  sell,  convey,  transfer  and 
deliver  to  the  said  Purchasers,  their  heirs  and  assigns,  the  following: 

All  the  real  estate,  buildings,  improvements,  appurtenances,  easements, 
plant,  machinery,  fixed  and  movable,  now  belonging  to  the  said  Vendor,  and 

located  at   ,  in  the  County  of   and  State  of 

and  including  all  machinery,  equipment  and  fixtures,  fixed  or 

movable,  all  boilers,  stokers,  generators,  engines,  stacks,  and  pumps  and 
heaters  in  power  houses,  all  air  and  water  tanks,  shafting,  belting,  pulleys, 
hangers,  and  tools  in  hand  or  abroad  in  possession  of  erectors,  all  draw- 
ings, flasks,  and  patterns  in  hand  or  in  possession  of  persons,  firms,  or  cor- 
porations wherever  situated,  all  hoists,  punches,  and  shears,  cranes,  engines, 
fans,  heating  coils,  and  air  distributing  systems,  tanks,  lathes,  presses,  all 
yard  equipment  consisting  of  rails,  joints,  switches,  frogs,  ties,  locomotive 
cranes,  windlass  and  engine  hoists,  blocking  and  rigging,  and  all  machinery 
and  equipment  now  contained  in  the  buildings  situated  on  said  premises,  and 
all  other  apparatus,  utensils  and  appliances,  owned  by  the  said  Vendor  where- 
soever situated,  now  being  used  for,  or  intended  to  be  used  for,  or  in  connec- 
tion with,  the  manufacture  or  shipment  of ,  or  any  of  them,  or 

any  part  thereof,  or  repairs  therefor,  and  all  appurtenances  to  them,  or  any 
of  them,  belonging,  a  partial  list  of  the  above  property  so  provided  to  be 
conveyed  being  hereto  attached  and  marked  Exhibit  "A,"  it  being  under- 
stood and  agreed,  however,  that  the  enumeration  of  the  articles  contained  in 
said  list  so  marked  Exhibit  "A"  as  aforesaid  does  not  limit  the  rights  of 
the  said  Purchasers  to  such  articles,  or  deprive  them  of  the  right  to  the  prop- 
erty hereinbefore  provided  to  be  conveyed,  upon  the  demand  and  notice  here- 
inafter provided  for;   also,  all  of  the  good  will  pertaining  to  or  connected 

with  the  said  business  of  manufacturing  and  selling ,  or  any  of 

them,  and  parts  thereof  and  repairs  therefor,  and  appurtenances  thereto  be- 
longing, heretofore  carried  on  by  the  said  Vendor,  all  trade  rights,  trade 
marks,  trade  names,  brands,  patterns,  flasks,  drawings,  plans,  inventions, 
formulae,  patents  and  interests  m  patents,  and  licenses  and  contracts  in  re- 
spect to  patents,  for    ,  now  owned  or  controlled  by  the  said 

Vendor. 

The  A^endor  shall  furnish  to  said  Purchasers,  on  or  before  the   

day  of ,  19.  .-.  .,  a  good,  and  sufficient  abstract  of  title  showing 

a  merchantable  title  to  said  real  estate. 


OPTIONS  AND  AOREEMF.XTft  FOR  SALE.        791 

Secoml.    At  iiny  t  iiiie  on  or  before  the  said day  of , 

A.  D.  j9.  .  .  .,  the  Purchasers  may  exercise  the  right  of  this  option  by  giving 
written  notice  to  the  Vendor  of  their  intention  so  to  do,  together  with  a 
written  demand  upon  the  Vendor  for  fulfillment  of  the  terms  of  this  agree- 
ment and  the  said  Purchasers  shall  have  and  are  hereby  given  the  exclusive 
right  and  ojjtion  to  jiurchase  of  the  said  Vendor  all  of  the  foregoing  prop- 
erty on  or  before ,  19.  . .  .,  for  the  consideration  of 

dollars,  to  be  paid  by  the  said  Purchasers  as  follows:   

(Insert  terms  of  payment). 

Third.  The  property,  assets  and  business  hereby  agreed  to  1)6  sold  shall  be 
free  from  any  lien  or  encumbrance  of  any  kind  or  nature  whatsoever  at  the 
time  of  the  transfer  thereof  as  herein  jtrovided,  if  the  option  hereby  given  be 
exercised. 

Fourth.  ]f  the  purchase  of  the  property  herein  described  is  consummated 
as  herein  provided,  the  said  Vendor  and  all  its  officers  shall  execute  a  con- 
tract or  contracts  with  said  Purchasers,  binding  themselves  for  a  period  of 
years  from  the  date  of  such  respective  contracts,  not  to  di- 
rectly or  indirectly  engage  in  the  manufacture  or  sale,  or  be  in  any  manner, 
or  in  any  relation  or  capacity  w-hatsoever  (except  in  the  capacity  of  agent, 
employe,  or  stockholder  of  the  Purchasers  or  of  a  corporation  hereafter 
formed  by  them)  engaged  or  interested  in  the  manufacture  or  sale  of  any 
kind  of or  any  appurtenances  and  appliances  connected  there- 
with, in  the  City  of ,  or  in  the  County  of ,  or  in 

the  State  of ,  or  -in  any  of  the  states  of  the  United  States  of 

America,  or  within  the  territories  or  colonial  possessions  thereof,  or  within 
the  District  of  Columbia,  (excepting  and  reserving  however,  to  said  Vendor, 

its  officers  or  agents,  the  right  to  manufacture  and  sell in  the 

Territory  of  Alaska  and  the  State  of  Arizona.) 

Fifth.  In  case  of  the  purchase  of  the  ])ropcrty  covered  by  this  agree- 
ment, all  contracts  bona  fide  made  by  said  Vendor  before,  and  existing  on 
the  day  of  transfer  for  the  purchase,  sale  or  manufacture  of  material  or 
products  shall  be  assigned  to  and  assumed  by  the  Purchasers. 

Sixth.  ]f  the  purchaser  shall  fail  to  exercise  this  option  within  the  period 
limited,  by  making  written  demand  and  notice  as  specified,  then  this  agree- 
ment shall  terminate  and  there  shall  be  no  further  privity  of  contract  be- 
tween the  parties  hereto  nor  responsibility  nor  liability  nor  claim  here- 
under of  any  kind  on  or  against  either  of  the  parties  hereto  by  reason  of 
this  present  agreement. 

Seventh.     Within   days  after  such  written  demand  has  been 

made,  the  said  Vendor  shall  deliver  to  the  Purchasers  full  and  sufficient 
deeds  of  general  warranty,  bills  of  sale,  assignments,  and  all  such  other 
conveyances  to  said  Purchasers  as  shall  be  usual  or  necessary  for  the  con- 
veyance and  assurance  of  all  of  the  property  and  assets,  real  and  personal 
included  under  the  terms  of  this  agreement. 

Eighth.  In  case  of  any  disagreements  as  to  the  meaning  or  method  of 
carrying  out  any  of  the  terms  of  this  agreement,  or  the  valuation  of  any 
property,  such  difference  shall  be  submitted  to  three  disinterested  persons, 
one  chosen  by  said  Vendor,  one  by  said  Purchasers,  and  the  third  by  the 
two  so  chosen,  and  the  award  of  the  majority  of  such  shall  lie  final  and  con- 
clusive on  the  parties  hereto. 


792   CORPORATION  FORMS  AND  PRECEDENTS. 

Ninth.  It  is  mutually  understood  and  agreed  that  time  is  of  the  essence 
of  this  agreement. 

Tenth.  This  agreement  may  be  assigned  by  the  said  Purchasers  and 
when  so  assigned,  shall  inure  to  the  benefit  of  and  be  binding  upon  the  as- 
signee in  the  same  manner  as  if  such  assignee  had  originally  been  the  pur- 
chaser hereunder.  Upon  such  assignment  all  of  the  rights  and  liabilities 
of  the  Purchasers  hereunder,  of  whatever  kind  or  character,  shall  there- 
upon cease. 

In  -witness  whereof,  the  said  party  of  the  first  part  has  duly  caused  this 
instrument  to  be  signed  and  sealed  by  its  President  and  Secretary  there- 
unto duly  authorized  and  attested  under  its  corporate  seal,  the  day  and  year 
first  above  written. 

[Skal]  

By  

Its  

(Attach  Exhibit  "A.") 

See  notes  to  Form  1236,  supra. 

Form  1238. 

OPTION  AGREEMENT  TO  SELL  BUSINESS  TO  A 
PROMOTER  OF  A  CONSOLIDATION. 

VENDOR'S  AGEEEMENT. 

This    Agreement,    Entered   into   this    day   of    , 

A.    D.    19....,   by   and   between   the    undersigned    owners    and    holders    of 

property,   or   shares   of   capital   stock   or   interest   in    Brick 

Company,  hereinafter  called  the  "Vendors,"  parties  of  the  first  part, 
and  ,  hereinafter  called  the  ' '  Consolidation  Pur- 
chaser,"   party   of  the   second   part,   Witnesseth: 

Whereas,  The  "Consolidation  Purchaser"  desires  to  obtain  the  right 
to  purchase  and  acquire  for,  or  to  have  purchased  and  acquired  by,  a 
corporation  hereinafter  to  be  designated  by  him  and  hereinafter  known 
as   ' '  Brick  Company, ' '   the   property   hereinafter   described,   and 

"V\Tiereas,  The  "Vendors"  are  the  owners  of,  and  are  willing  to  sell  to 
the  "Consolidation  Purchaser,"  the  property  hereinafter  described, 

Now,  Therefore,  In  consideration  of  the  work  and  services  performed 
in  the  promotion  of  a  consolidation  of  the  fire  brick  manufacturers  of 
the  State  of  Pennsylvania  by  the  said  "Consolidation  Purchaser,"  and 
in  further  consideration  of  the  action  to  be  taken  by  the  "Consolidation 
Purchaser,"  herein,  and  of  One  thousand  dollars  ($1,000)  to  the 
"Vendors"  by  him  paid  (the  receipt  of  which  is  acknowledged),  the 
"Vendors"  hereby  covenant  and  agree  with  the  "Consolidation  Pur- 
chaser" as  follows: 

Article  1:  The  "Vendors"  if,  and  when,  so  requested  by  the  "Con- 
solidation   Purchaser, ' '    at    any   time    before    19.  ... , 

will  sell,  convey,  assign,  transfer  and  deliver  unto  the  "Consolidation 
Purchaser,"  his  heirs,  executors,  administrators,  survivors  or  assigns,  by 
good  and  indefeasible  title,  and  free  and  clear  of  all  incumbrances  and 
all  indebtedness  and  liabilities  (except  such  as  are  specifically  stated  In 
"Schedule  A,"  hereto  annexed  and  made  a  part  hereof),  all  their,  and 


OPTIONS  AND  AGREEMENTS  FOR  SALE.        793 

each  of  their,  property,  shares  of  capital  stock  of,  and  interest  in  said 
Brick  Company  to  the  extent  set  opposite  their  respective  signa- 
tures, and  upon  and  subject  to  the  terms  hereinafter  provided:     A  general 

but   not   exclusive  schedule  of   the  assets  and  property   of  the   

Brick  Company  being  hereto  annexed  and  made  a  part  hereof,  marked 
"Schedule  B. " 

Article  11:  The  purchase  price  of  the  i)roperty  acquired  by  Article  1 
shall  be  three  hundred  thousand  dollars  ($300,000),  and  the  One  Thou- 
sand ($1,000)  paid  as  part  consideration  for  this  contract  shall  be  applied 
on  account  thereof. 

Article  III:  If,  and  in  case,  the  "Consolidation  Purchaser"  shall 
elect  to  purchase  -said  property,  property  interests  and  shares  of  capital 
stock,  payment  at  the  price  aforesaid  shall  be  made  wholly  in  cash,  or 
at  the  option  of  the  "Vendors"  One  hundred  and  fifty  thousan<l  dollars 
($150,000.00)  in  cash,  find  the  remainder  thereof  in  the  preferred  and  com- 
mon stocks  of  the  "Brick  Company"  under  the  terms  and  conditions 
set  forth  in  the  exhibit  hereto  annexed  and  made  a  part  hereof  as 
' '  Vendors '  Underwriting  Proposition. ' ' 

Article  IV:  The  "Vendors"  will  allow  the  appraisers,  accountants, 
attorneys  and  agents  of  the  "Consolidation  Purchaser"  full  access  to, 
anil  examination  of,  all  the  property,  books,  inventories,  records,  titles, 
corporate  status  and  affairs  of  their  said  business  covering  a  period 
not  exceeding  three  years  last  past,  and  will  likewise  make  and  submit 
forthwith  to  such  appraisers  and  accountants  full  and  true  inventories, 
balance  sheets,  profit  and  loss  income  statements,  and  other  financial 
or  manufacturing  statements  of  any  kind,  and  upon  demand  will  furnish 
maps,  complete  abstracts  of  title,  and  other  data  which  said  appraisers, 
accountants  and  attorneys  may  deem  necessary. 

Article  V:  In  consideration  of  the  execution  of  this  agreement  by 
the  "Consolidation  Purchaser,"  and  by  the  "Vendors"  severally,  and 
in  the  event  of  the  purchase  of,  and  payment  for,  said  property  upon 
the  terms  of  this  agreement,  and  in  further  consideration  of  such  pur- 
chase and  payment,  the  ' '  Vendors ' '  severally  and  expressly  covenant 
and  agree  with  the  "Consolidation  Purchaser,"  his  heirs,  executors, 
administrators,  survivors  or  assigns  that  they  will  not,  directly  or  in- 
directly, individually  or  as  officers,  directors  or  agents  of  any  corpora- 
tion, firm  or  individual,  engage  or  be  interested  in  the  business  of  man- 
ufacturing,  buying,  selling   or   dealing  in   silica   or   clay   fire   brick   in   the 

States  of   .,, ,    ,   or   

for  a  period  of  fifteen  years  from  and  after  the  date  of  such  purchase  and 
payment,  except  with  the  consent,  or  in  the  employment  of  the  said 
"Brick  Company"  or  the  parties  to  whom  this  contract  may  be  assigned 
by  the  ' '  Consolidation  Purchaser, ' '  it  being  understood  and  agreed  that 
the  "Vendors'  "  good  will  is  one  of  the  essential  considerations  for  the 
execution  of  this  contract  by  the  "Consolidation  Purchaser."  They  are, 
however,  in  no  way  restricted  in  the  manufacturo  of  Magnesite  brick  or 
dealing  in  magnesite,  or  any  article  made  in  whole  or  in  part  from 
magnesite. 

Article  VI:  The  "Consolidation  Purchaser"  shall  have,  and  hereby 
there  is  vested  in  him,  the  right  to  assign,  transfer,  and  set  over  to  such 
banker  or  bankers,  or  other  party  as  shall  be  nominated  by  such  "Con- 


794      COKPORATION  FORMS  AND  PRECEDENTS. 

solidatiou  Purchaser,"  any  or  all  of  his  rights  under  and  in  this  agree- 
ment, and  thereupon  such  assignee  (provided  that  such  assignment  be 
by  written  instrument  accepted  by  such  assignee,  and  not  otherwise) 
shall  be  subrogated  to,  and  shall  have  all  the  rights  and  interests,  and 
shall  assume  all  the  liabilities,  which  are  vested  in  or  attached  to  the 
said  "Consolidation  Purchaser"  and  which  may  be  so  assigned,  and 
upon  such  accepted  assignment  the  "Consolidation  Purchaser,"  ipso  facto 
shall  be  fully  released  and  discharged  from  all  liability,  obligations,  or 
responsibility,  if  any  there  be,   under  this  agreement. 

Article  VII:  The  "Consolidation  Purchaser"  will  cause  to  be  made 
promptly  an  audit,  examination  and  appraisement  of  the  property  cov- 
ered by  this  contract,  and  will  thereafter,  and  on  or  before  the   

tiay  of .,  19.  . .  .,  give  notice  in  writing  to  the  "Vendors" 

by    a    communication    addresed    to    the    Brick    Company;    at 

,    ,  of  his  election   to   avail   of   this  option,   and 

such  notice  shall  be  accompanied  by  a  statement  showing  the  proposed 
total  issue  of  bonds  and  preferred  and  common  stock  of  the  "Brick 
Company,"  and  also  the  aggregate  net  earnings  for  the  past  two  years 
of  the  concerns  being  purchased  by  it. 

No  mistake,  error  or  variation  from  the  final  figures,  in  such  state- 
ment of  securities  to  be  issued,  or  aggregate  net  earnings,  however,  shall 
avoid  the  right  of  the  "Consolidation  Purchaser"  to  purchase  the  prop- 
erty of  the  "Vendors"  for  cash  at  the  purchase  price  herein. 

Article  VIII:  The  "Vendors"  will  within  ten  days  after  the  receipt 
of  the  notice  and  statement  mentioned  in  Article  VII  (during  which 
period  they  shall  have  the  right  to  investigate  the  accuracy  of  the  figures 
in  said  statement)  notify  the  "Consolidation  Purchaser"  of  their  inten- 
tion to  exercise  the  option  given  them  by  Article  III  to  take  the  remain- 
der of  their  purchase  price  in  stock  according  to  the  terms  thereof  and 
the  exhibit  thereto,  and  thenceforth  they  will  be  bound  thereby. 

Article  IX :  The  ' '  Vendors ' '  certify  that  ' '  Schedule  C, ' '  hereto  annexed 
and  made  a  part  hereof,  correctly  states  for  the  periods  therein  set  forth : 

1st.     The  amount  of  goods  sold  by  them. 

2nd.     The   gross   earnings. 

3rd.     The  net  earnings. 

4th.     The    amount   of   interest   paid   for   Ijorrowed    money. 

5th.  The  amount  paid  for  salaries  of  President,  Vice  President,  Sec- 
retary,  Treasurer   and   General   Manager. 

Article  X:  To  facilitate  purchase  and  payment  hereunder  the  "Ven- 
dors"   when    called    upon    so    to    do    by    the    "Consolidation    Purchaser" 

will  deposit  with  the Trust  Company  of ,   , 

the  certificates  for  the  shares  so  owned  or  controlled  by  them  respectively, 
duly  assigned  in  blank,  and  their  proper  conveyances  of,  and  abstracts 
of  title  respecting,  the  property  covered  by  this  agreement,  and  will 
cause  said  certificates  or  other  property  to  be  delivered  by  said  Trust 
Company  to  'the  said  "Consolidation  Purchaser,"  his  heirs  executors, 
administrators,  survivors  or  assigns,  upon  payment  being  made  there- 
for as  herein  provided.  In  the  event  that  this  agreement  be  not  so  con- 
summated, then  and  thereupon  such  certificates,  conveyances  abstracts 
and  other  property  shall  be  returned  to  the  "Vendors"  respectively  so 
depositing   the  same,   without   expense   of  any  kind.     In  evidence   of  such 


OPTIONS  AND  AGREEMENTS  FOR  SALR.         795 

deposits  horeiui.lcr,  the  Trust  Company  sh^l  issue  and  deliver  to  the 
"Ven<lors"  its  proper  receipt.  All  payments  and  deliveries  provided 
for  by  this  agreement  shall  be  made  at  the  office  of  said  Trust  Com- 
pany; and  the  "Vendors"  agree  that,  during  the  period  covered  by  this 
contract,  no  increase  in  its  capital  stock,  and  no  bond,  mortgage,  lease 
or  conveyance  upon  or  in  respect  of  its  real  estate  or  plant,  or  any  of 
its  property,  shall  be  made,  and  that  allowance  shall  be  made  to  the 
"Consolidation  Purchaser"  for  any  dividends  paid,  or  any  distribution 
of  surplus   profits   or  earnings  after   the   date   hereof. 

Article  XI:  At  the  time  of  transfer  hereunder,  upon  request,  the 
"Vendors"  will  procure  for  the  "Consolidation  Purchaser,"  or  his  as- 
signs, the  resignation-  in  writing  of  all  its  directors  and  officers. 

Article  XI 1:  The  parties  hereto  severally  and  respectively  will  make, 
execute,  acknowledge  and  deliver,  in  due  form  of  law,  all  such  convey- 
ances or  other  instruments,  and  will  do  all  such  acts  and  things  as  rea- 
sonably may  be  required,  the  one  from  the  other,  to  fully  carry  out  the 
purposes   of   this   agreement. 

In  Witness  Whereof  the  said  parties  have  hereunto  set  their  hands  and 
seals  the   day   and  year  first  above  written. 

(Signed)    Brick   Company, 

By  


President. 


Attkst  : 


Secretary. 
Name.  No.  of  shares. 


[Seal] 


(Schedules  omitted.) 

"VENDORS'  UNDERWRITING  PROPOSITION." 

The  "Consolidation  Purchaser"  will  endeavor  to  observe  like  rules  of 
valuation  in  ))iirchase  of  all  properties. 

For  the  aggregate  purchase  i)rice  of  all  the  concerns  as  set  forth  in 
Article  11  in  epoh  "Vendor's  Agreement,"  the  "Brick  Company"  will 
issue,  or  cause  to  be  issued,  under  its  guaranty  five  per  cent,  bonds  (1st 
mortgage,  debenture,  or  collateral  trust,  and  in  one  or  several  series,  at 
its  option)  in  an  amount  not  to  exceed  thirty-three  and  one-third  (33  1-3) 
per  cent,  of  such  aggregate  purchase  price  and  six  (6)  per  cent,  cumula- 
tive preferred   stock  for  the  remainder  of  such  aggregate   purchase  price. 

Each  of  the  "Vendors"  taking  a  part  of  their  purchase  price  in  the 
preferred  and  common  stock  of  the  "Brick  Company"  under  Article  III 
of  "Vendor's  Agreement"  (there  called  "The  remainder")  will  receive 
such  part  or  remainder  of  purchase  price  in  the  six  (6)  per  cent,  cumula- 
tive preferred  stock  of  the  "Brick  Company,"  at  par,  and  in  addition 
thereto  and  as  a  bonus  herewith,  will  be  paid  fifty  (50)  per  cent,  thereof 
in  the  common  stock  of  the  "Brick  Company"  at  par. 

The  "Vendors"   (taking  part  or  the  remainder  of  their  purchase  price 


796      CORPORATION  FORMS  AND  PRECEDENTS. 

in  stock  under  Article  11)  wUl  be  paid  a  further  amount  of  common  stock 
(providing  their  earnings  justify  it)   in  the  following  manner: 

The  average  net  earnings  of  the  "Vendors"  for  the  past  two  years 
shall  be  ascertained  and  the  auditors'  estimate  of  earnings  upon  new 
plants  erected  or  acquired  within  these  two  years,  whose  earnings  would 
not  otherwise  receive  credit,  shall  be  added  thereto. 

The  ratio  that  the  part  or  remainder  of  purchase  price  (that  the  "Ven- 
dors" take  in  stock)  bears  to  the  total  purchase  price  shall  be  ascer- 
tained and  such  rate  shall  be  applied  to  such  average  net  earnings,  and 
there  shall  be  deducted  from  the  result  thereof  an  amount  equal  to  six 
(6)  per  cent,  of  the  "Vendors"  preferred  stock  (payable  thereon)  and 
common  stock  shall  be  paid  to  the  "Vendors"  on  the  remainder  of  such 
proportion  of  said  earnings  ou  the  basis  of  what  would  have  been  four 
(4)  per  cent.,  except  for  the  issue  for  good  will  hereinbefore  provided  for. 

The  above  agreement  was  construed  in  Harbison  v.  Walker  Refractories 
Co.,  227  Pa.  55,  where  it  was  held  that  Article  V  thereof  requiring  certain 
persons  not  to  engage  in  certain  business  for  a  specified  period  was  not 
illegal  as  in  restraint  of  trade. 

See  generally  as  to  promoters,  Cook  on  Corporations,  §§  650,  651,  705-707, 
766;  Clark  &  M.,  Corp.,  §§  102-110.  Hinkley  v.  Sac  Oil  &  Pipe  Line  Co., 
132  Iowa  396 ;  Abbott  v.  Hapgood,  150  Mass.  248 ;  Hayward  v.  Leeson,  176 
Mass.  310,  49  L.  R.  A.  725;  Woodbury  Heights  Laud  Co.  v.  Loudenslager, 
55  N.  J.  Eq.  78;  Boice  v.  Jones,  94  N.  Y.  Supp.  986;  Zinc  Carbonate 
Co.  V.  First  Nat.  Bank,  103  Wis.  125. 

See  as  to  sale  of  corporate  assets  for  stock  in  another  corporation,  Cook 
on  Corporations,   §§642,  662,  670,  673;   Clark  &  M.,  Corp.,  §§160,  629. 

See  for  underwriting  agrfeements,  etc..  Chapter  XVII,  post. 

Form  1239. 

OPTION  AGREEMENT   FOR  PROPERTY  TO  BE  TAKEN 
OVER  BY  PROPOSED  CORPORATION. 

Whereas, ,  of  the  Borough  of ,  Pa.,  is  the  sole 

owner  of  land  situate  in  the  Third  Ward  of  the  Borough  of   , 

County  of   and  State  of  Pennsylvania,  bounded  and  described 

as  follows :    

And  Whereas,    of  the  City  of  Philadelphia  is  engaged  in 

consolidating  the    Flour  Mill  and  others,  and  has  offered  to 

purchase  the  mill,  etc., of  the  said  (describe  property)   for 

the  sum  of  twenty-five  thousand  dollars  payable  as  hereinafter  more  par- 
ticularly set  forth,  and  the  sum  is  a  satisfactory  consideration. 

Therefore,  I  the  undersigned,   ,  in  consideration  of  the  sum 

of  one  dollar,  the  receipt  of  which  is  hereby  acknowledged,  do  hereby  agree 
to  prepare  a  deed  for  the  property  above  described  transferring  the  same 

to his  heirs  or  assigns,  or  to  a  corporation  to  be  designated 

by  him,  and  accept  in  payment  thereof  the  sum  of  six  thousand,  two  hun- 
dred and  fifty  dollars  in  cash,  and  eighteen  thousand  seven  hundred  and 

fifty  dollars  in   six  per  cent,  preferred  stock  of  the   Milling 

and  Export  Company  or  such  other  company  as  may  be  organized  by  said 
to  acquire  said  property,  and  in  addition  the  sum  of  eighteen 
thousand  seven  hundred  and  fifty  dollars  of  the  common  stock  of  said  Com- 
pany. 

In  addition  to  the  eighteen  thousand  seven  hundred  and  fifty  dollars  of 


OPTIONS  AND  AGREEMENTS  FOR  SALE.        797 

preferred  and  also  of  coininon  stock  as  hereinbefore  set  forth,  there  is  to 
be  issued  the  sum  of  six  thousand  two  hundred  and  fifty  dollars  in  six  per 
cent,  preferred  stock  and  a  like  sum  in  common  stock,  ^vhich  is  to  he  trans- 
ferred to  the  said   for  the  six  thousand  two  hundred  and 

fifty  dollars  in  cash  as  hereinbefore  set  forth. 

The  deed  to  the  property  to  be  deposited  in  escrow  with  the   

Trust  Company  of  Philadelphia,  Pa.,  on  or  before  the  15th  day  of  .March, 

19.  .  .  .,  and  upon  delivery  by  the  said of  the  considerations 

nameil  above  the  said   deed  shall   i)e  recorded  in  the  office  for  Recording 

Deeds  at ,  Pa.,  and  become  the  property  of  the  said 

or  Company. 

It  is  also  agreed  that  this  option  shall  become  void  in  case  the 

Flour  Mill  and  others  now  contemplated  do  not  go  into  the  consolidation. 

It  is  also  agreed  that  the  preferred  stock  issued  by  the  said 

Milling  and  Export  Company  shall  be  limited  to  such  an  amount  as  may 
be  necessary  to  purchase  milling  property,  and  no  preferred  stock  shall  be 
issued  for  profit  to  any  attorney,  underwriter,  promoter  or  Trust  Company. 

It  is  hereby  further  agreed  that  said or  said  Company  shall 

pay  to  the  vendor  cash  for  the  stock  of  grain,  flour  or  feed  on  hand  at  the 
time  of  transfer  at  cost  value,  and  in  case  the  vendor  and  vendee  can  not 
agree  upon  a  price  then  the  vendor  is  to  have  the  privilege  of  disposing  of 
said  grain,  flour  or  feed  to  any  one. 

In  case  the  said fails  to  comply  with  the  terms  and  condi- 
tions of  this  contract   on  or  before   ,   19....,  the  said  Trust 

Company  is  hereby  authorized  to  return  said  deed  to  the  vendor  and  this 
contract  should  be  of  no  further  force  or  efl'ect. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  seal  this 

day  of ,  A.  D.  1901. 

[Seal] 

Witness: 


See  Gochnauer  v.  Union  Trust  Co.,  225  Pa.  St.  503,  where  the  above  option 
was  considered. 

See  generally  notes  to  Forms  1236,  1238.  See  as  to  compensation  of 
promoter,  Cook  on  Corporations,  §657;  Clark  &  M.,  Corp.,  §657.  See  as 
to  the  issue  of  stock  for  property.  Cook  on  Corporations,  §§  18-24,  35-50; 
Clark  &  M.,  Corp.,  §  384. 

Form  1240. 
OPTION  TO  PURCHASE  CONCESSION. 

An  agreement  made  the   day  of   ,  between  The 

Company,   (hereinafter  called  "Company,")  of  the  one  part, 

fnd    ,  of   and   ,  of   (hereinafter 

railed   "the   purchasers,")    of   the  other   part:      WTiereby   it   is  agreed   as 
follows: — 

1.  The  purchasers  or  their  assigns  shall  have  the  option  of  purchasing 
the  concession  set  forth  in  the  schedule  hereto,  and  all  the  interests  of  the 
company  therein. 

2.  The  said  option  shall  be  exercisable  either  by  the  purchasers  or  their 
assigns,  by  notice  in  writing  to  the  Company  at  any  time  within  two  cal- 
endar months  from  the  date  hereof,  and  if  the  purchasers  or  their  assigns 


798   CORPORATION  FORMS  AND  PRECEDENTS. 

shall  exercise  the  said  option  the  Company  shall  sell,  and  the  purchasers  or 
their  assigns  shall  purchase,  the  said  premises  on  the  terms  hereinafter  ex- 
pressed;  and  if  the  said  option  is  exercised  by  the  assigns  of  the  purchasers, 
then  and  in  such  case  the  purchasers  shall  not  be  in  any  way  liable  here- 
under. 

3.  The  consideration  for  the  said  sale  shall  be  the  sum  of  $100,000. 

4.  Should  the  purchasers  or  thgir  assigns  exercise  the  said  option,  the 
Company  will,  if  required  by  the  purchasers  or  their  assigns,  accept  paid 
up  shares  in  a  company  (hereinafter  called  "the  new  company"),  form- 
ing 30  per  cent,  of  its  capital,  and  not  less  par  value  than  $100,000,  in 
satisfaction  of  the  said  sum  of  $100,000,  provided — 

(a)  That  the  new  company  is  incorporated  under  the  laws  of  the  State 
of   

{b)  That  the  authorized  capital  of  the  company  does  not  exceed 
$1,000,000. 

(c)  That  the  new  company  has  a  working  capital  of  $100,000. 

(d)  That  the  purchasers  shall  have  exercised  the  option  given  them  by 
clause  1  of  this  agreement,  and  shall  have  resold  the  concession  to  the  new 
company,  or  in  the  alternative  that  the  new  company,  as  the  assigns  of  the 
purchasers,  shall  have  exercised  the  said  option. 

5.  Until  the  time  for  completion  hereinafter  mentioned,  or  up  to  the 
expiration  of  the  said  period  of  three  calendar  mouths,  in  case  the  said 
option  shall  have  been  previously  exercised,  the  company  shall  comply  with 
all  the  terms  of  the  said  concession,  and  keep  the  same  from  becoming 
forfeited  or  void. 

6.  If  the  purchasers  or  their  assigns  should  exercise  the  said  option,  the 
purchase  shall  be  completed  as  soon  as  possible  thereafter,  and  before  the 

day  of ,  A.  D.  19.  . .  .,  when  possession  of  the  land 

comprised  in  the  said  concession  shall  be  given  to  the  purchasers  or  their 
assigns,  as  the  case  may  be,  and  the  Company  shall  execute  and  do  all 
assurances  and  things  for  vesting  the  said  concession  and  all  its  interests 
therein  in  the  purchasers  or  their  assigns,  and  thereupon  the  said  consid- 
eration shall  be  paid  or  satisfied,  and  possession  shall,  as  soon  as  conven- 
iently may  be,  be  given  to  the  purchasers  or  their  assigns. 

7.  Should  the  said  option  be  exercised,  the  purchasers  or  their  assigns 
shall,  before  the  time  hereinbefore  fixed  for  completion,  appoint  some  com- 
petent agent  in    ,  or  send  out  such  person  there,  to  examine 

and  report  on  the  title  to  the  said  concession,  and  to  certify  the  transfer 
thereof,  and  a  telegram  from  such  agent,  stating  that  the  title  is  satis- 
factory and  that  the  transfer  is  complete,  shall  be  sufficient  evidence  of 
the  facts. 

8.  The  consideration  for  the  said  option  shall  be  the  sum  of  $1,000 
cash  to  be  paid  by  the  purchasers  immediately  on  the  execution  hereof,  and 
the  said  sum  shall  be  retained  by  the  Company  whether  the  said  option 
shall  or  shall  not  be  exercised,  and  shall  not  in  any  case  be  treated  as  paid 
on  account  of  the  purchase  consideration. 

9.  Should  the  said  agent  not  report  as  to  the  title  of  the  said  conces- 
sion to  the  satisfaction  of  the  purchasers  or  their  assigns  before  the 

day  of   ,  19 ,  the  purchasers  or  their  assigns  may,  at  any 

time  thereafter,  before  the  completion  of  the  said  purchase,  by  notice  to  the 
Company  annul  the  salej  and  if  the  said  purchase  consideration  shall  not 


OPTIONS  AND  AGREEMENTS  FOR  SALE.        799 

have  been  jiaid  or  satisfied  at  tlie  time  ami  in  tlie  manner  aforesaid,  then 
and  in  any  snch  case,  the*Company  may  at  any  time  afterwards,  by  notice 
in  writinj^  to  the  purchasers  or  the  new  company,  as  the  case  may  require, 
annul  the  sale. 

10.  If  the  sale  is  annulled  under  clause  9  hereof  Ijy  the  purchasers  or 
their  assigns,  the  Company  shall  repay  to  the  purchasers  the  said  sum  of 
$1,000;  but  if  such  annulment  is  made  ])y  the  Comjiany,  neither  party  shall 
have  any  claim  against  the  other  for  exjjenses,  damages,  or  otherwise. 

11.  A  notice  hereunder  may  be  served  on  each  of  the  purchasers  Vjy  send- 
ing the  same  through  the  post,  addressed  to  him  at  his  ad<lress  above  men- 
tioned, and  shall  be  deemed  to  be  served  at  the  expiration  of  twenty-four 
hours  after  the  same  is  posted  in  ' 

In  .Witness  Whereof  said  The    Company  has  caused  these 

presents  to  be  signed  by  its  President  and  its  corporate  seal  to  be  here- 
with affixed  and  attested  by  its  Secretary,  and  the  parties  of  the  second 
part  have  hereunto  set  their  hands  and  seals  the  day  and  year  first  above 
written. 

[Corporate  Seal]  The Company, 

By  

Its  President. 
Attest: 


Secretary, 

[Seal] 

[Seal] 

See  notes  to  Form   123G,  supra. 

Form  1241. 
OPTION  AGREEMENT. 

•  Memorandum  of  Agreement,  made  and  entered  into  this day  of 

,  19 by  and  between  The Company,  a  cor- 
poration organized  and  existing  under  the  laws  of   ,  party  of 

the  first  part,  and   of   ,  and  State  of   , 

party  of  the  second  part. 

Whereas,  the  said  party   of   the  first   part   is  now   and   for   many  years 

past  has  been  engaged  in  the  manufacture  of   at    , 

in  the  State  of ,  and, 

Whereas,  the  said  party  of  the  second  part  proposes  to  organize  a  cor- 
poration under  the  laws  of  the  State  of ,  or  some  other  state, 

satisfactory  to  him,  to  be  known  as  the   Company,  or  to  be 

designated  by  some  other  suitable  name,  with  an   authorized  capital  stock 

of    dollars,   ($ ),  divided  into    ( ) 

shares  of dollars  ($ )  each,  of  which 

( )  shares  shall  be per  cent  ( %)  non-cumu- 
lative  preferred   stock,  and    ( )   shares  shall  be 

common  stock,  for  the  purpose  of  acquiring  plants  and  properties  of  the 

various  manufacturers  engaged  in   the  manufacture  of    ,  and 

the  said  party  of  the  first  part  is  willing  to  sell  to  the  said  party  of  the 
second  part  its  business  as  a  going  concern,  together  with  its  plant,  real 
edtate  and  other  property  used  in  connection  therewith,  and  to  that  end  to 


800      CORPORATION  FORMS  AND  PRECEDENTS. 

give  to  the  said  party  of  the  second  part  the  privilege  or  option  to  pur- 
chase its  said  business,  plant,  real  estate,  good  will  and  other  property 
on  the  terms  and  subject  to  the  conditions  hereinafter  stated. 

Now,  Therefore,  for  and  in  consideration  of  the  premises  and  one  dollar 
in  hand  paid  to  the  said  party  of  the  first  part  by  the  said  party  of  the 
second  part,  and  of  the  mutual  covenants  and  agreements  herein  contained, 
it  is  agreed  by  and  between  the  parties  hereto  as  follows: 

I:  The  said  party  of  the  first  part  hereby  agrees  to  sell  to  the  said  party 
of  the  second  part,  or  to  his  assigns,  as  a  going  concern,  the  said  business  so 
carried  on  by  the  said  party  of  the  first  part  together  with  its  said  plant, 
including  all  the  real  estate  now  owned  and  occupied  by  the  said  party  of 

the  first  part  for  the  purpose  of  its  manufacture  of   ,  and 

the  buildings  and  structures  situate  and  being  thereon,  improvements,  ap- 
purtenances, and  easements;  also  all  machinery,  tools,  fixtures,  appliances 
and  apparatus  employed  as  a  part  thereof,  together  with  all  patents,  patent 
rights,  trade-marks,  brands,  inventions,  processes  and  trade  names,  now  in 
its  possession  or  owned  or  controlled  by  it,  and  the  good-will  of  the  said 
business  of  the  said  party  of  the  first  part  as  a  going  concern,  excepting 
only  money  in  bank  and  in  hand,  and  bills  and  accounts  receivable  and 
goods,  wares  and  merchandise,  material  and  supplies  hereinafter  mentioned. 

II:  The  said  party  of  second  part  shall  have  and  is  hereby  given  the 
sole  and  exclusive  privilege  and  option  to  purchase  of  the  said  party  of  the 

first  part  all  of  the  above  described  property  on  or  before  the day 

of '. ,  A.  D.  19 

Ill:  The  price  to  be  paid  for  the  said  property  to  be  transferred  to  or 
as  directed  by  the  said  party  of  second  part  with  good  title,  free  and 
clear  of  all  liens,  charges,  encumbrances,  taxes,  and  assessments,  shall  be 

the  sum  of   dollars   ($ )   of  which 

Dollars  ($ )  shall  be  paid  in  cash  and  the  balance  by  the  delivery  to 

the  said  party  of  the  first  part  in  the  name  or  names  of  such  person  or  per- 
sons as  it  may  in  writing  direct  of ( )  shares  of  the 

preferred   capital   stock   and    ( )    shares   of   the 

common  capital  stock  of  the  said  corporation  to  be  organized  as  aforesaid, 
such  payments  to  be  made  contemporaneously  with  the  transfer  of  the  plant, 
real  estate  and  other  property  to  be  conveyed  as  herein  provided. 

IV:  In  the  event  of  the  exercise  by  the  said  party  of  the  second  part 
of  the  aforesaid  option  so  hereby  given,  it  is  hereby  expressly  agreed  that  all 
raw  material,  goods  manufactured  and  in  process  of  manufacture,  including 
all  supplies  owned  by  the  said  party  of  the  first  part  at  the  date  of  the 
transfer  of  the  said  business,  plant,  reaUestate  and  other  property  herein- 
before mentioned  shall  be  inventoried  as  of  said  date,  at  the  fair  cash 
market  value  thereof,  and  the  said  party  of  the  second  part  shall  take  and 
pay  for  the  same  in  cash  at  such  value  so  ascertained  simultaneously  with 
the  transfer  and  conveyance  of  the  said  business,  plant,  real  estate  and 
other  property  aforesaid.  In  the  event  that  any  of  the  said  property  so 
inventoried  shall  be  sold  or  in  any  manner  transferred,  or  disposed  of  by  the 
said  party  of  the  first  part  subsequently  to  the  date  of  the  taking  of  such 
inventory,  and  prior  to  the  consummation  of  the  purchase  herein  provided 
for,  or  if  the  said  property  shall  be  destroyed  or  damaged  by  fire,  flood  or 
other  casualty,  then  in  either  such  event  credit  shall  be  given  to  the  said 


OPTIONS  AND  AGREEMENTS  FOR  SALE.        801 

party  of  the  second  part  for  such  property  so  sold,  transferred,  disposed  of, , 
damaged  or  destroyed  at  such  inventoried  value. 

V:  In  the  event  that  the  said  party  of  the  second  part  shall  elect  to 
avail  himself  of  this  option,  he  shall  give  notice  to  the  said  party  of  the 
first  part  by  registered  letter  or  other  written  communication  on  or  before 
the  day  of ,  19.  ...  ;  which  saiil  notice  shall  be  ad- 
dressed to  the  said  party  of  the  first  part  at  

VI:     Good  and  sufficient  abstracts  of  title  to  the  said  real  estate  shall  be 

delivered  to   .  . . ,  Esq.,  counsel  for  said  party  of  the  second  part, 

by  said  party  of  the  first  part  on  or  before ,  19.  . . . 

VII:  In  the  event  that  notice  of  the  election  to  exercise  this  option 
shall  not  be  given  to  said  party  of  the  first  part  by  the  said  party  of  the 
second  part,  within  the  time  herein  specified,  then  this  agreement  shall  there- 
upon be  imll  and  void,  and  cease  to  be  of  any  force  or  effect. 

VII 1:  In  the  event  that  said  party  of  the  second  part  shall  elect  to 
avail  himself  of  this  option  it  is  further  agreed  that  he  will  take  over  and 
assume  all  unfinished  contracts  of  the  said  party  of  the  first  part  for  the 
purchase  of  material  and  supplies  and  the  manufacture  and  delivery  of 
products  which  may  have  been  entered  into  by  it  prior  to  the  date  of  ex- 
ercising said  option,  and  will  indemnify  it  or  cause  it  to  be  indemnified  suf- 
ficiently and  satisfactorily  to  it  against  any  liability  thereon. 

IX:  In  the  event  of  the  purchase  of  the  property  rights  and  business 
herein  before  described  pursuant  to  the  terms  of  this  option,  then  contem- 
poraneously therewith  the  said  party  of  the  first  part  shall  cause  to  be 
duly  executed  by  itself  and  by  its  President,  Vice  President,  Secretary  and 
Treasurer,  a  contract  or  contracts  with  said  party  of  the  second  part, 
his  successors  and  assigns  whereby  the  said  party  of  the  first  part  and  its 

said  officers  respectively  shall  bind  themselves  for  the  period  of 

years  from  the  date  of  such  contracts  not  to  directly  or  indirectly  engage  or 
be  or  become  interested  in  any  manner  or  in  any  capacity  whether  as  prin- 
cipal or  agent  or  through  investment  or  the  lending  of  money  or  in  other 
way  in  the  business  of  manufacturing,  buying,  selling,  dealing  in  or  deal- 
ing with  or  any  parts  thereof,  or  any  appurtenances  or  ap- 
pliances connected  therewith,  within  any  part  of  the  United  States  of 
America  except  the  states  of  Arizona,  New  Mexico  and  Nevada  and  the 
territories  of  Alaska  and  Hawaii,  and  the  Island  of  Porto  Eico,  but  this 
prohibition  shall  not  prevent  the  said  party  of  the  first  part  or  its  said 
officers  or  any  of  them  from  engaging  in  such  business  as  an  officer,  director, 
stockholder,  employe  or  creditor  of  the  said  new  corporation  so  to  be  or- 
ganized. 

X:  In  the  event  that  the  said  party  of  the  second  part  shall  elect  to 
avail  himself  of  this  option,  then  this  option  may  be  assigned  to  the  cor- 
poration so  to  be  organized  and  this  agreement  in  its  entirety  shall  inure 
to  the  benefit  of  and  be  obligatory  u{)on  said  corporation,  and  the  said 
party  of  the  second  part  shall  be  released  from  liability  thereunder  to  the 
same  extent  as  though  smdi  corporation  had  been  originally  the  party  of 
the  second  part  hereto. 

In  Witness  "Whereof  the  said  party  of  the  first  part  has  caused  these 
presents  to  be  executed  by  its  President,  and  its  corporate  seal  to  be  here- 


802   CORPORATION  FORMS  AND  PRECEDENTS. 

unto   aflSxed  and   attested  by   its  Secretary  the   day   and  year   first   above 
written. 

The  Company, 

By  

[Corporate  Seal]  President. 

Attest  : 


Secretary. 
(Add  acknowledgment.) 
See  notes  to  Form  1236,  supra. 

Form  1242. 

AGREEMENT  TO   GIVE   OPTION  ON  STOCK  TO 

SYNDICATE  WHICH  AGREES  TO  DO 

EXPLORATION  WORK  ON  MINES. 

This  agreement,  made  the  17th  day  of  March,  1897,  between  the  Mer- 
chants' &  Miners'  National  Bank,  of  Philipsburg^  Montana,  Joseph  H. 
Harper,  and  Joseph  H.  Harper,  assignee  of  Durfee  &  Sherman,  M.  L.  Mac- 
Donald,  Robert  McArthur,  David  Sterrit,  and  Mrs.  F.  W.  Sherman,  of 
Butte,  Montana,  the  parties  of  the  first  part,  and  Henry  Williams,  Wil- 
liam Thompson,  James  Hamilton,  W.  R.  Kenyon,  Joseph  H.  Harper,  and 
F.  W.  Sherman,  of  Butte,  Montana,  the  parties  of  the  second  part,  wit- 
nesseth : 

That  the  said  parties  of  the  first  part,  for  and  in  consideration  of  the 
various  payments  to  be  made  as  hereinafter  specified,  as  well  as  of  the 
mutual  covenants  and  conditions  herein  contained,  agree  to  sell  and  convey 
unto  the  said  parties  of  the  second  part,  their  heirs  and  assigns,  three  hun- 
dred thousand  (300,000)  shares  of  the  capital  stock  of  the  Sunrise  Mining 
&  Milling  Co.,  held  by  the  said  parties  of  the  first  part  in  the  following  por- 
tions, to  wit: 

The  said  Merchants'  &  Miners'  National  Bank  holds  one  hundred  and 
twenty-seven  thousand  and  twenty-nine  and  2-3  shares  (127,029  2-3)  as 
collateral  security  for  indebtedness  of  said  Durfee  &  Sherman.  The  said 
Joseph  H.  Harper  holds  twenty-five  thousand  (2.5,000)  shares  in  his  own 
right,  and  one  hundred  and  thirty-eight  thousand,  three  hundred  and 
seventy-one  (138,371)  shares  as  assignee  of  said  Durfee  &  Sherman.  M. 
L.  MacDonald  holds  three  thousand  (3,000)  shares,  Robert  McArthur,  one 
thousand,  five  hundred  (1,.500)  shares,  David  Sterrit,  three  thousand  (3,000) 
shares,  and  Mrs.  F.  W.  Sherman,  two  thousand,  one  hundred  (2,100)  shares. 

The  said  stock  is  to  be  deposited  in  escrow  in  the  Merchants'  &  Miners' 
National  Bank  of  Philipsburg,  immediately  upon  the  execution  of  this  agree- 
ment. 

The  said  second  parties  are  to  work  and  explore  the  mines  cf  the  said 
Sunrise  Mining  &  Milling  Co.,  situated  at  Sunrise,  in  Granite  county,  during 
a  period  of  four  (4)  months,  which  said  work  must  be  begun  on  or  before 
the  first  day  of  April,  1879,  and  must  be  prosecuted  with  diligence.  The 
said  second  parties  shall  employ  in  said  work  at  least  five  (.5)  men  con- 
tinuously, but  the  said  work  shall  be  deemed  continuous  within  the  meaning 
of  this  agreement  if  the  said  second  parties  shall  employ  the  said  five  (.5) 
men  or  more  during  the  twenty-five   (25)    days  of  each  and  every  month 


OPTIONS  AND  AGREEMENTS  FOR  SALE.        803 

from  the  time  of  their  commencing  work  under  this  agreement.  The  saiJ 
second  parties  shall,  on  or  before  the  11th  day  of  July,  1897,  pay,  or  cause 
to  be  i)aid  into  the  said  .Merchants'  &  Miners'  National  Bank  the  sum  of 
two  thousand  and  eighty-three  and  76-100  dollars  (.$J,083.76),  which  said 
sum  shall  be  applied  in  payment  of  the  interest  due  said  bank  upon  the  in- 
debtedness of  said  Durfee  &  Sherman,  and  on  the  same  day  shall  pay,  or 
cause  to  be  paid  to  the  said  Josei)h  11.  Harper  for  himself,  and  as  trustee 
for  said  M.  L.  MacDonald,  Robert  McArthur,  David  Sterrit,  and  Mrs.  F. 
W.  Sherman,  the  further  sum  of  three  hundred  and  thirty-four  and  73-100 
dollars  ($334.73).  The  said  parties  of  the  second  part  shall  on  or  before 
November  11,  1897,-  pay  or  cause  to  be  paid  into  the  said  Merchants'  & 
Miners'  National  Bank  to  the  credit  of  said  Joseph  11.  Harper,  assignee  of 
said  Durfee  &  Sherman,  the  further  sum  of  nineteen  thousand,  three  hun- 
dred forty-one  and  31-100  dollars  ($19,341.31),  and  shall  also  pay  or  cause 
to  be  paid  to  the  said  Joseph  II.  Harper  for  himself,  and  as  trustee  for 
said  M.  L.  MacDonald,  Robert  McArthur,  David  Sterrit  and  Mrs.  F.  W. 
Sherman,  the  further  sum  of  two  thousand,  seven  hundred  forty-five  and 
95-100  dollars   ($L',745.95). 

But  if  the  said  parties  of  the  second  part  shall  fail  to  work  the  said  mines 
of  the  said  Sunrise  Mining  &  Milling  Companj^,  as  hereinbefore  provideil, 
or  shall  fail  to  make  any  of  the  payments  herein  provided  for  on  or  before 
the  time  when  the  same  shall  become  due,  then  the  parties  of  the  first  part 
may,  at  their  option,  declare  this  contract  void,  time  being  of  the  essence 
of  this  agreement,  and  shall  thereupon  be  entitled  to  the  innuediate  posses- 
sion of  the  said  stock.  ^ 

In  Witness  Whereof,  the  said  parties  of  the  first  part  have  hereunto  set 
their  hands  the  day  and  year  in  this  instrument  first  above  written. 
(Signatures   of   all   parties.) 

See  Godfrey  v.  McConnell,  151  Fed.  783,  where  the  above  instrument  was 
involved. 

See  also  Cook  on  Corporations,  §§334  and  notes,  445,  note;  Clark  &  M., 
Corp.,  §  609. 

Form  1243. 

AGREEMENT  BY  CORPORATION   AND   SYNDICATE 

REFERRED  TO  IN  PRECEDING  FORM 

PERMITTING  EXPLORATION  WORK. 

This  agroonioiit,  made  the  17th  day  of  March,  1897,  between  the  Sunrise 
:\[ining  &  .Milling  Company,  of  Granite  County,  Montana,  the  party  of  the 
first  part,  and  Henry  Williams,  William  Thompson,  James  Hamilton,  W. 
R.  Kenyon,  Joseph  II.  Har]>er,  and  F.  W.  Sherman,  of  Silver  Bow  county, 
Montana,  the  parties  of  the  second  part,  witnesseth: 

That  whereas  the  said  Sunrise  Mining  &  Milling  Company  has  incurred 
an  indebtedness  in  the  operation  of  its  mines  at  Sunrise,  Granite  county, 
Montana,  and  has  not  been  able  to  hitherto  pay  the  said  indebtedness  out 
of  any  profit  received  from  operating  the  said  mines; 

And  whereas,  the  assignment  for  the  benefit  of  the  creditors  by  Durfee 
&  Sherman,  two  of  the  largest  stockholders  in  the  said  Sunrise  Mining  & 
Milling  Company,  has  crippled  the  operation  of  the  said  mine,  and  im- 
paired its  resources; 


804      CORPORATION  FORMS  AND  PRECEDENTS. 

And  whereas,  Joseph  H.  Harper,  assignee  of  the  said  Durfee  &  Sherman, 
together  with  certain  other  stockholders  of  the  said  Sunrise  Mining  &  Mill- 
ing Company,  representing  in  all  three  hundred  thousand  (300,000)  shares 
of  the  capital  stock  of  the  said  Sunrise  Mining  &  i\Iilling  Company,  have 
deposited  in  escrow  their  said  stock  upon  an  agreement  to  sell  the  same  to 
the  parties  of  the  second  part  above  named  upon  the  performance  of  cer- 
tain conditions,  and  the  making  of  certain  payments  therein  specified  by 
the  said  second  parties; 

And  whereas  it  is  the  desire  of  the  said  Sunrise  Mining  &  Alilling  Com- 
pany that  the  said  second  parties  shall  explore  the  said  mines  belonging  to 
the  said  first  party  with  the  view  of  discovering  and  developing,  if  possii)le, 
new  ore  bodies  within  the  said  mines: 

Now,  therefore,  in  consideration  of  the  premises  and  of  the  mutual  cove- 
nants and  conditions  herein  contained,  the  party  of  the  first  part  agrees 
that  the  parties  of  the  second  part  may  work,  explore  and  develop  the  mines 
belonging  to  the  said  party  of  the  first  part  under  the  supervision,  however, 
of  the  Superintendent  of  the  party  of  the  first  part,  for  the  period  of  four 
(4)  months  from  the  date  hereof,  it  being  understood  that  the  parties  of 
the  second  part  will  work  upon  the  said  mines  with  a  force  of  not  less  than 
five  (5)  men  during  not  less  than  twenty-five  (25)  days  of  each  of  said  four 
C4)    months. 

And  it  is  further  agreed  that  if  the  parties  of  the  second  part  shall  pur- 
chase the  said  stock  so  placed  in  escrow,  as  hereinbefore  described,  then  the 
amount  spent  by  the  said  second  parties  in  so  exploring  and  developing  the 
said  mine,  shall  become  a  charge  upon  the  said  party  of  the  first  part,  but 
if  the  parties  of  the  second  part  shall  fail  to  work  the  said  mines  in  the 
manner  and  for  the  time  specified,  or  if  the  parties  of  the  second  part  shall 
fail  to  purchase  the  said  stock  so  placed  in  escrow,  then  the  said  amount 
expended  by  them  in  working  and  exploring  the  said  mines,  shall  not  be  a 
charge  upon  the  party  of  the  first  part  either  in  whole  or  in  part,  and  the 
party  of  the  first  part  shall  be  under  no  obligations  whatever  to  refund  or 
repay  to  the  said  second  parties  any  portion  of  the  sum  or  sums  so  ex- 
pended by  them. 

If  the  said  parties  of  the  second  part  shall  at  any  time  during  the  con- 
tinuance of  this  agreement  fail  to  perform  the  work  herein  specified  to  be 
performed  by  them  upon  the  said  mining  property,  or  if  the  said  second 
parties  shall  forfeit  their  rights  under  the  said  agreement,  then  the  party 
of  the  first  part  may,  at  its  option,  declare  this  agreement  void,  and  ail 
lights  of  the  second  parties  hereunder  shall  thereupon  immediately  cease, 
time  being  of  the  essence  of  this  agreement. 

The  parties  of  the  second  part  assent  to  the  foregoing  terms  of  tiiis  con- 
tract. They  agree  to  do  all  work  which  they  may  do  hereunder  upon  said 
mines  in  a  good  and  minerlike  manner,  and  at  the  termination  of  this  con- 
tract to  immediately  surrender  possession  of  said  property  to  the  party  of 
the  first  part.  They  further  agree  that  all  work  done  hereunder  shall  be 
done  under  the  supervision  and  in  accordance  with  the  wishes  of  the  party 
of  the  first  part. 

In  witness  whereof,  the  parties  of  the  second  part  have  hereunto  set  their 
bands,  and  the  party  of  the  first  part  has  caused  this  instrument  to  be  ex- 


OPTIONS  AND  AGREEMENTS  FOR  SALE.        805 

ecuted  by  its  board  of  trustees,  and  its  corporate  seal  to  be  affixed,  the  day 

and  year  in  this  instrument  first  above  written. 

[CoKi'ORATE  Seal]  Sunrise  Mining  &  Milling  Co., 

By  Joseph  11.  Harper, 
W.  S.  Sherman, 

Its  Trustees. 
Henry   WillianLS, 
William  Thompson, 
James  Hamilton, 
W.   R.   Kenyon, 
Joseph    Harper, 
F.  W.  Sherman. 

Form  1244. 

AGREEMENT  BY  MEMBER  OF  SYNDICATE  REFERRED 

TO  IN  TWO  PRECEDING  AGREEMENTS 

TO  DO  DEVELOPMENT  WORK  ON 

MINES. 

This  agreement  made  the  17th  day  of  March,  1897,  between  Henry 
Williams,  William  Thompson,  W.  E.  Kenyon,  James  Hamilton,  and  Joseph 
H.  Harper,  all  of  the  Butte  City,  Montana,  parties  of  the  first  part,  and 
I'.  W.  Sherman  of  Sunrise,  Montana,  part  of  the  second  part: 

Whereas,  certain  stockholders  of  the  Sunrise  Mining  &  Milling  Com- 
pany, including  principally.  The  Merchants'  and  Miners'  National  Bank 
and  Joseph  H.  Harper  assignee  of  Durfee  and  Sherman,  have  this  day 
entered  into  an  escrow  agreement,  to  sell  to  the  parties  of  this  agree- 
ment, 300,000  shares  of  the  capital  stock  of  the  Sunrise  Mining  &  Mill- 
ing Company  on  the  following  terms,  viz: 

First.  That  the  parties  to  this  agreement  shall  first  work  and  explore 
the  mines  of  said  company,  during  a  period  of  four  months,  which  work 
must  be  begun  on  or  before  the  1st  daj'  of  April,  1897,  and  must  be 
prosecuted   with    diligence,   constantly   employing   five    men. 

Second.  That  they  shall  pay  or  cause  to  be  paid,  on  or  before  the 
nth  day  of  July,  1897,  to  The  Merchants'  and  Miners'  Bank  the  sum 
of  two  thousand,  eighty-three  and  76-100  dollars  ($2,083.76),  and  to 
Joseph  H.  Harper  for  himself  and  as  trustee  for  M.  L.  McDonald,  Rob- 
ert McArthur,  David  Stearns,  and  Mrs.  F.  W.  Sherman,  the  further  sum 
of   three   hundred,   thirty-four   and   73-100    dollars. 

Third.  That  they  shall  pay  or  cause  to  be  paid,  on  or  before  the  11th 
day  of  November,  1897,  into  the  Merchants'  and  Miners'  National  Bank 
of  Philipsburg,  to  be  placed  to  the  credit  of  Joseph  H.  Harper,  assignee 
of  Durfee  and  Sherman,  the  sum  of  nineteen  thousand,  three  hundred, 
forty-one  and  31-100  dollars  ($19,341.31)  and  to  Joseph  H.  Harper  for 
himself  and  as  trustee  for  the  parties  heretofore  named,  the  sum  of  two 
thousand,   seven   hundred,   forty-five   and   95-100   dollars    ($2,745.95) ;    and, 

WhcMOiis,  certain  other  stockholders  of  said  company,  including  C.  H. 
Eshbaugh,    Thomas    Botscheider    and    many    others,    have    deposited    their 


806      CORPORATION  FORMS  AND  PRECEDENTS. 

holdings  of  stock  in  escrow,  with  the  Merchants'  &  Miners'  National  Bank, 
to  be  sold  to  the  parties  of  this  agreement,  upon  the  payment,  by  these 
parties,  of  the  sum  of  ten  cents  per  share  on  or  before  the  10th  day  of 
November,  1897. 

Now,  therefore,  it  is  agreed  by  the  parties  of  the  first  part,  that  they 
will  each  pay  to  F.  W.  Sherman,  the  party  of  the  second  part,  the  sum 
of  $100.00  per  month  for  a  period  of  four  months,  commencing  March 
22nd,  1897,  and  ending  July  22nd,  1897,  the  money  so  paid,  to  be  ex- 
pended by  the  party  of  the  first  part,  upon  development  work,  in  the 
mines  of  the  Sunrise  Mining  &  Milling  Company,  as  hereinafter  agreed 
by  the  party  of  the  second  part. 

Also  it  is  agreed  by  the  parties  of  the  first  part,  that  they  will  each, 
on  or  before  the  11th  day  of  July,  1897,  pay  their  proportionate  amount 
of  the  $2,083.76,  to  the  Merchants'  &  Miners'  National  Bank  and  of  the 
$334.73  to  Joseph  H.  Harper  and  Joseph  H.  Harper  trustee,  heretofore 
mentioned,  which  proportionate  amount  is  Four  hundred,  eighty-three 
and  70-100  dollars  ($483.70),  provided  that  the  development  work  per- 
formed upon  the  mines  of  the  Sunrise  Company,  by  the  party  of  the  sec- 
ond part,  has  opened  up  sufficient  ore,  to  justify  in  their  minds,  the 
making  of  said  payment. 

It  is  further  agreed,  by  the  parties  of  the  first  part  (provided  the 
work  done  and  performed  upon  the  mines  of  said  company,  between  the 
date  of  this  instrument  and  November  11th,  1897,  shall  prove  to  each 
of  them,  that  the  purchase  of  300,000  shares  of  said  company  stock,  is  a 
good  investment)  that  they  will  each  make  a  final  payment,  of  three 
thousand,  nine  hundred,  sixty-eight  and  45100  dollars  ($3,968.45),  to 
complete  the  purchase  of  the  said  300,000  shares  of  stock,  placed  in 
escrow,   as   hereinbefore   mentioned. 

The  party  of  the  second  part,  in  consideration  for  the  $500.00  per  month 
paid  to  him  by  the  parties  of  the  first  part,  agrees  to  employ  four  good 
miners,  furnishing  all  supplies  for  the  same,  and  in  company  with  said 
miners,  will  work  continuously  iipon  the  mines  of  the  Sunrise  Company 
from  March  22nd,  1897,  to  July  22nd,  1897,  unless  by  mutual  consent 
of  the  parties  of  this  agreement,  this  development  work  should  cease 
at  an  earlier  date,  in  which  event  the  party  of  the  second  part  shall  only 
receive  pay  for  actual  time  worked. 

The  party  of  the  second  part  further  agrees,  in  event  of  a  final  payment 
by  the  parties  of  the  first  part  to  also  pay  as  his  share  of  that  final 
payment,  the  sum  of  two  thousand,  two  hundred,  forty-five  and  1-100 
dollars    ($2,245.01). 

It  is  mutually  agreed,  by  the  parties  of  the  first  and  second  parts,  that 
should  the  final  payments  be  made,  as  hereinabove  stated,  the  mem- 
ber^ of  this  agreement  shall  each  receive  50,000  shares,  from  the  300,000 
share  escrow  agreement. 

It  is  further  mutually  agreed,  that  each  member  of  this  agreement  shall 
have  the  privilege  of  purchasing  one  sixth,  of  the  stock  placed  in  escrow 
by  C.  H.  Eshbaugh  et  al.,  upon  the  payment  of  ten  cents  per  share. 

In  witness  whereof,  the  parties  of  the  first  and  second  parts  have  here- 


OPTIONS  AND  AGREEMENTS  FOR  SALE.         607 

unto    set    their    bauds,    tho    day    and    year    in    this    iustriiriieut    first    above 
written.      Agreement    in    triplicate. 

JoSEfU      11.      llAIti'EK, 

W.    E.    Kenyon, 
h,    w1lliam.s, 
William   Thompson, 
J.    L.    Hamilton, 
!■'.    W.  .  .Sherman. 
See  Godfrey   v.   McConnell,   151   Fed.   783,   where  the   above   instrument 
was  involved. 

Form  1245. 

AGREEMENT    FOR    RIGHT    TO    PURCHASE    PROPERTY 
HELD  UNDER  OPTIONS. 

Agreement  made  and  entered  into  this  30th  day  of  July,  1901,  by  and 
between  George  H.  Rogers  and  John  G.  Gray,  parties  of  the  first  .part, 
hereinafter  called  Eogers  and  Gray,  and  Charles  T.  Bryan,  party  of  the 
second    part,    hereinafter   called    Bryan. 

Whereas,  Eogers  and  Gray  are  the  owners  of  certain  options  on  phos- 
phate lands,  i)lants  and  property  described  in  schedules  "  A "  and  "  B " 
hereunto  annexed,  and  also  own  or  control  options  on  certain  phosphate 
lands  in  Maury,  Hickman  and  Lewis  Counties  in  the  State  of  Tennessee, 
described   in   schedule   "C"   hereunto   annexed;   and, 

Whereas  Bryan  is  desirous  of  examining  said  lands  with  engineers  and 
experts  to  estimate  to  his  satisfaction  the  quality  or  value  of  the  phos- 
phate rock  thereon  and  the  property  included  in  said  options  with  a  view 
of  determining  if  he  will  purchase  such  lands  and  properties  or  any  of 
them. 

Now  it  is  agreed  by  and  between  the  parties  hereto  in  consideration 
of  the  promises  herein  made  the  one  to  the  other  as  follows: 

First.  Eogers  and  Gray  agree  they  will  afford  to  Bryan  and  his  en- 
gineers and  experts  every  opportunity  that  it  may  be  possible  for  them 
to  afford  or  reasonably  obtain  to  make  a  full  examination  of  all  the 
properties  covered  by  said  options  as  said  Bryan  shall  desire,  and  that 
in  no  event  shall  Eogers  and  Gray  exercise  any  of  the  options  mentioned 
in  any  of  the  schedules  hereunto  annexed  within  ninety  days  from  date 
hereof,  except  such  options  covering  properties  as  Bryan  may  before  the 
expiration  of  ninety  days  notify  them  that  he  does  not  care  either  to 
attempt  to  negotiate  the  purchase  of  directly  or  take  under  any  Eogers 
and  Gray  option  covering  the  same. 

Second.  That  if  at  any  time  hereafter  the  said  Bryan  shall  agree  with 
the  owner  or  owners  of  any  one  or  more  of  the  properties  covered  by  said 
options  to  purchase  any  of  the  properties  referred  to  therein  either  directly 
or  indirectly,  Eogers  and  Gray  agree  that  in  such  event  on  request  of 
Bryan  they  will  release  such  owner  or  owners  of  said  property  from 
any  obligation  to  them  whatsoever  arising  by  reason  of  said  Rogers  and 
Gray  having  from  such  owner  or  owners  an  option  on  that  parcel  of 
property.  Upon  the  completion  of  the  purchase  of  any  parcel  of  property 
covered  by  any  of  said  options  Bryan  shall  pay  to  Eogers  and  Gray  a 
sum  which  shall  be  equal  to  seven  (7J  cents  per  ton  on  all  phosphate  rock 


808      CORPORATION  FORMS  AND  PRECEDENTS. 

on  said  property  purchased  as  the  same  shall  be  estimated  to  exist  thereon 
by  Bryan's  engineers,  provided  said  property  shall  be  one  of  those 
enumerated  in  schedule  "A,"  and  if  such  property  be  one  of  those  speci- 
fied in  "B"  or  "C"  the  said  Bryan  shall  pay  to  Rogers  and  Gray 
{TYz)  seven  and  one-half  per  cent,  on  such  price  as  Bryan  may  agree 
to  pay  to  the  owners  thereof,  and  it  is  agreed  by  the  said  Bryan  that 
he  will  not  take  any  options  upon  or  purchase  or  become  interested  directly 
or  indirectly  in  any  phosphate  lands  whatsoever  within  the  State  of 
Tennessee  before  December  31st,  1901,  other  than  those  which  he  may 
elect  to  purchase  under  this  agreement,  or  such  as  may  before  such  date 
be  submitted  by  said  Rogers  and  Gray  or  on  which  they  shall  receive 
such  compensation  and  commissions.  And  said  Bryan  further  agrees  that 
he  will  by  competent  engineer  or  engineers  selected  by  him  investigate 
each  of  the  properties  referred  to  in  said  options  with  all  reasonable 
diligence  and  if  said  Bryan  shall  not  wish  to  acquire  any  property  inves- 
tigated he  will  so  notify  said  Rogers  and  Gray  on  reaching  that  conclu- 
sion pnd  they  shall  be  at  liberty  to  deal  with  said  property  and  any  option 
they  hold  thereon  as  if  this  contract  had  not  been  made.  And  it  is  further 
agreed  between  the  parties  hereto  that  if  at  any  time  within  ninety  days 
from  the  date  hereof  Bryan  shall  elect  to  take  an  assignment  of  any  of 
the  options  mentioned  in  any  of  the  schedules  hereunto  annexed  instead 
of  dealing  independently  of  such  options  with  the  owners  of  the  property 
covered  by  any  such  options,  the  said  Rogers  and  Gray  agree  that  they 
will  assign  to  the  said  Bryan  any  such  option  he  may  elect  to  ask  to  be 
assigned  to  him  as  aforesaid,  it  being  understood  that  in  the  event  of 
such  an  assignment  of  the  option  if  the  said  Bryan  shall  thereafter  elect 
to  exercise  the  same,  the  compensation  of  said  Rogers  and  Gray  upon 
the  purchase  by  Bryan  of  the  property  covered  by  such  assigned  option 
shall  be  as  hereinabove  set  forth  as  in  the  case  of  a  purchase  by  Bryan 
of  the  property  directly  froqi  the  owner.  And  it  is  agreed  that  if  the 
said  Rogers  and  Gray  shall  at  any  time  prior  to  January  1,  1902,  acquire 
any  options  on  any  other  property  they  will  execute  with  Bryan  at  his 
election  a  similar  agreement  with  respect  to  any  such  properties  covered 
by  such  options  as  this  agreement.  The  terms  and  conditions  of  this 
agreement  shall  be  binding  upon  the  executors,  administrators  and  as- 
signees of  all  parties  hereto. 

In  Witness  Whereof,  the  parties  hereto  have  hereunto  set  their  hands 
and  seals  the  day  and  year  first  above  written. 

In  the  presence  of: 

George    H.    Rogers,  [Seal] 

John    G.    Gray,  [Seal] 

Chas.    S.    Bryan.      [Seal] 
(Schedules  omitted.) 

The  above  agreement  was  the  basis  of  a  suit  for  damages  in  Rogers  v. 
Virginia-Carolina  Chemical  Co.,  149  Fed.  1,  where  it  was  alleged  that 
the  agreement  was  fraudulently  procured. 


OPTIONS  AND  AGREEMENTS  FOR  SALE.        809 

Form  1246. 
OPTION  TO  PURCHASE  PROPERTY. 

Savannah,  Ga.,  July  10,  \WX. 
Whereas  I  gave  to  Hall  Tie  &  Lumber  Company  under  date  of  July  7, 
1903,  an  option  to  purchase  the  cross-tie  camp  and  complete  outfit  thereto 
belonging  in  second  land  district  of  Chariton  County,  Georgia,  consisting 
of  lots  numbers  71,  122,  123,  133,  134  and  135,  together  with  buildings 
and  tents  thereon,  siding  of  railroad,  all  goods  in  commissary,  four  mules, 
three  wagons  with  harness,  with  lease  to  cut  and  remove  said  timber  at  any 
time  within  five  years  from  January  1,  1903,  for  the  sum  of  thirteen 
thousand  dollars,  payable  as  set  forth  in  said  option  and  which  option 
was  extended  to  July  20th  by  a  second  instrument  of  writing  signed  by 
me,  and  whereas  for  above  stated  option  and  extension  the  said  Ilall  Tie 
&  Lumber  Company  have  heretofore  paid  me  the  sum  of  two  hundred  dollars 
($200).  Now,  therefore,  for  and  in  consideration  of  the  sum  of 
one  thousand  dollars  ($1000.00) — more  to  me  in  hand  paid  by  said  Hall 
Tie  &  Lumber  Company,  at  and  before  signing  hereof,  the  receipt  whereof 
is  hereby  acknowledged,  I  hereby  agree  to  extend  said  option  to  1st  of 
August,  1903,  and  to  modify  payments  as  follows:  On  or  before  1st 
of  August,  1903,  Hall  Tie  &  Lumber  Company  shall  pay  to  me  in  cash,  the 
sum  of  fifty-three  hundred  dollars  ($5300.00)  in  addition  to  amounts 
already  paid  on  options;  and  shall  execute  and  deliver  to  me  its  notes 
as  follows:  One  thousand  five  hundred  dollars  ($1,500)  -payable  in  sixty 
days  from  date  of  deed  transferring  property  to  it,  and  the  balance 
of  purchase  money,  same  being  five  thousand  dollars  ($5,000)  divided  into 
eight  equal  parts,  payable  respectively  in  three,  four,  five,  six,  seven, 
eight,  nine,  and  ten  months  from  date  of  said  deed.  All  deferred  pay- 
ments bearing  interest  at  six  per  cent,  per  annum  and  secured  by  the  prop- 
erty, that  is  to  say,  I  do  not  release  my  ownership  until  all  notes  are  paid. 
And  in  addition  thereto  the  said  company  shall  purchase  and  pay  in 
cash,  within  time  named  above,  for  following  items,   viz. : 

One   horse   and   buggy   with  harness $250  00 

750  cross-ties  in  woods  last  Saturday 97  50 

Eope  for  loading  logs,  saddle  and  bridle,   30  sacks  feed   and 

—bales    of    hay    60  00 

Accounts   of   75    men   now   working 887  50 

Upon  settlement  as  above  stated  I  agree  to  furnish  full  *  *  *  clear 
of  all  encumbrances,  proper  documents  transferring  above  property  to 
said  Hall  Tie  &  Lumber  Company.  But  it  is  understood  and  agreed  that 
in  the  event  of  failure  of  said  Hall  Tie  &  Lumber  Company  to  meet  the 
settlements  and  payments  as  above  set  forth  on  or  before  the  1st  of 
August,  1903,  then  all  money  paid  me  on  options,  including  the  one 
thousand  dollars  ($1,000)  now  paid,  shall  be  forfeited  by  it  and  retained 
by  me,  and  this  agreement  becomes  null  and  void. 

[Signed]  Chas.   Marthinson. 

Witness : 

W.  G.  Guyton, 
Richard  Burry. 
The  above  agreement  was  involved  in  ^farthinson  v.  King,  150  Fed.  48. 
See  as  to  enforcement  of  options,  Ross  v.  Parks,  93  Ala.   153,  11  L.  R.  A. 


810      CORPORATION  FORMS  AND  PRECEDENTS. 

148,   30   Am.   St.   Eep.   47;    Black  v.   Maddox,    104   Ga.    157;    Johnston   v. 
Trippe,  33  Fed.  530. 

If  the  owner  of  property  gives  another  a  written  option  upon  it  for  a 
valuable  consideration,  agreeing  to  sell  it  to  him  at  a  fixed  price,  if  ac- 
cepted within  a  specified  time,  it  is  binding  upon  the  owner,  and  it  is  equally 
binding  upon  those  who  purchase  from  the  owner  with  knowledge  of  such 
agreement,  Marthinson  v.  King,  150  Fed.  48. 

Form  1247. 
AGREEMENT  FOR  LEASE  WITH  OPTION  TO  PURCHASE. 

This  Indenture  made  the  first  day  of  October  in  the  year  of  our  Lord  one 
thousand  eight  hundred  and  sixty-seven,  Witnesseth:  That  Eben  Steele  of 
Portland,  Maine,  doth  hereby  lease,  demise,  and  let  unto  Thaddeus  C.  Lewis, 
of  said  Portland,  a  store  lot  on  the  northerly  side  of  Middle  Street,  in  said 
Portland,  between  the  lot  now  owned  by  the  heirs  of  the  late  Martha  F. 
Trask,  and  the  lot  now  owned  by  David  Keazer,  and  which  was  conveyed  to 
me  by  the  Ocean  Insurance  Company,  by  deed  dated  May  6,  1847,  and 
recorded  in  the  Cumberland  Registry,  Book  203,  Page  71,  a  division  of  the 
whole  lot  having  afterwards  been  made,  between  said  Steele  and  said  Trask 
heirs,  owners,  -of  the  other  moiety,  and  the  Eastern  half  conveyed  to  said 
Steele,  in  severalty,  which  is  now  hereby  leased  to  said  Lewis,  subject  to 
the  agreement  of  April  20,  1831,  between  William  McLellan  and  others, 
and   recorded  Book   126,  Page   158. 

To  hold,  for  the  term  of  twenty-five  (25)  years  from  the  first  day  of 
October,  1867,  yielding  and  paying  therefor,  the  rent  of  four  hundred  and 
fifty  dollars  per  year.  And  the  said  Lessee  doth  covenant  to  pay  the  said 
rent  in  quarterly  payments,  as  follows,  viz.  One  hundred  and  twelve 
50-100  dollars,  on  the  first  day  of  January,  April,  July  and  October  an- 
nually; and  also  within  one  year,  to  erect  on  said  premises  a  store  of  three 
stories  of  brick,  iron  and  stone,  of  good  style,  and  to  continue  to  maintain 
on  said  premises,  such  building,  or  one  of  equal  value  during  the  term,  and 
to  pay  all  taxes  duly  assessed  thereon,  during  the  term,  and  for  such  further 
time  as  the  Lessee  may  hold  the  same.  At  the  end  of  said  term  of  twenty- 
five  years,  the  Lessor,  or  his  representatives,  shall  have  the  privilege  of  ex- 
tending this  lease,  by  a  perpetual  lease  forever,  to  the  Lessee,  or  his  assigns, 
at  the  above  described  rent  and  taxes;  or,  if  the  Lessor,  or  his  assigns  or 
representatives  prefer,  they  may  have  an  appraisal  of  the  lot,  and  building 
thereon,  with  the  option  on  their  part,  of  purchasing  such  buildings  at  such 
appraised  value  or  of  selling  to  the  Lessee  or  his  representatives  the  lot  at 
such  appraised  value,  whichever  the  Lessor,  his  assigns,  or  representatives 
may  then  elect.  Each  party,  on  request,  to  choose  an  appraiser,  and  the 
two  selected,  to  choose  a  third;  and  if  either  party  neglects  to  choose  an 
appraiser,  such  appraiser  is  to  be  selected  for  such  party,  by  the  Judge  of 
Probate  of  Cumberland  County:  and  the  appraisal  of  a  majority  of  such 
appraisers  to  be  conclusive  in  case  of  disagreement. 

And  the  said  Lessee  doth  hereby  covenant,  for  himself,  his  heirs  and  rep- 
resentatives, to  purchase  said  lot  at  such  appraisal,  or  to  convey  said  build- 
ing to  the  Lessor,  or  his  representatives,  according  to  the  decision  and 
election  of  said  Lessor,  or  his  representatives  or  to  execute  and  complete  a 
perpetual  lease  of  said  lot,  as  before  stipulated,  at  the  end  of  said  term,  if 
the  Lessor,   or  his  representatives  shall   demand  such  lease.     The  building 


OPTIONS  AND  AGREEMENTS  h'Oii  SALE.         811 

erected  on  saiil  lot  is  hereby  pledged  and  conveyed  to  the  L;  ssor,  his  heirs, 
executors,  and  assigns,  as  security  for  the  faithful  performance  of  this 
agreement,  and  every  covenant  therein  hy  the  Lessee,  his  heirs,  executors  or 
assigns.  And  the  Lessor  may  enter,  to  expel  the  Lessee,  and  his  assigns, 
if  he  or  Ihey  shall  fail  to  [lay  the  rent  aforesaid,  whether  said  rent  be  de- 
manded or  not,  or  if  they  shall  violate  any  of  the  covenants  of  this  lease, 
by  them  to  be  performed. 

In  witness  whereof  the  parties  have  hereunto  set  their  hands  and  seals, 
the  day  and  year  first  above  written. 

Eben  Steele  [Seal.] 

Thaddeus    C    Lewis         [Seal. J 
1  n  presence  of 

Thomas  R.  Hayes. 
Woodbury  Eobinson. 
See  York  County  Sav.  Bank  v.  Abbot,  139  Fed.  9S8,  where  the  above  in- 
strument was  involved.     See  also  IIU  Fed.  980. 

Form  1248. 
OFF^R  TO  SELL  REAL  ESTATE  TO  CORPORATION. 

Chicago, ,  191.  . 

To  the Company, 

a Corporation  :  — 


I  offer,  subject  to  prior  sale,  the*  following  described  Real  Estate,  which 
I  reeonimerid  to  your  consideration: 

Location     

Size  of   Lot    

Kind  of  Improvement    

Conveniences     

Rental     

Price    

Incumbrance     

Terms     

Remarks     

Respectfully, 

[Seal] 

Form  1249. 
OFFER  BY  CORPORATION  TO  SELL  REAL  ESTATE. 

Chicago,    ,   191 .  . 


Dear  Sir: — The    Company,   a  corporation  organized  under 

the  laws  of  ,  hereby  offers,  subject  to  prior  sale,  the  following 

described  Real  Estate,  which  it  recommends  to  your  consideration: 

Location     

Size  of  Lot    

Kind   of    Improvement    

Conveniences     


812      CORPORATION  FORMS  AND  PRECEDENTS. 


Rental    

Price     

Incumbrance     

Terms     

Eemarks     

The    Coiii[)any, 

[CoKPORATE  8kal]  By    

Attest:  Its   President. 


Secretary. 

Form  1250. 
AGREEMENT  FOR   SALE   OF   OPTIONS. 

Augusta,  Ga.,  June  1,  1900. 

In  consideration  of  five  thousand  dollars  in  cash,  represented  by  draft 
of  W.  H.  Chew,  trustee  of  G.  E.  Fisher,  of  37  Wall  street  New  York, 
for  $5,000.00,  and  the  agreement  of  said  trustee  to  have  delivered  to 
me  fifteen  thousand  dollars  of  bonds  as  hereinafter  stated,  tjtal  con- 
sideration twenty  thousand  dollars,  I,  Thomas  Barrett,  Jr.,  hereby 
agree  to  sell  to  said  trustee  all  options  owned  by  me  and  exjjiring  May 
1st,  1901,  for  the  purchase  of  land  fronting  on  the  Savannah  river, 
which  stand  in  my  name,  and  which  are  of  record  in  Edgefield  county, 
S.  C,  and  Lincoln  county,  Ga.,  to  which  reference  is  made. 

This  sale  is  upon  the  condition  that  said  trustee  and  said  G.  E.  Fisher, 
and  his  associates,  shall  proceed  to  organize  an  incorporation  to  de- 
velop a  water  power  of  not  less  than  15,000  horse-power,  at  or  near 
Eing  Jaw  Shoals,  on  the  Savannah  river,  within  the  space  of  eight  (8) 
months  from  this  date,  and,  upon  the  completion  of  said  incorporation 
to  deliver  me  first  mortgage  bonds  of  the  corporation  for  fifteen  thou- 
sand dollars  ($15,000);  said  corporation  not  to  issue  bonds  in  excess 
of  80  per  cent,  of  the  amount  paid,  laid  out  and  expended  in  the  pur- 
chase of  the  various  tracts  of  land  and  the  land  covered  by  these 
options,  and  in  the  development  of  said  water  power,  or  that  said 
trustee  and  said  G.  E.  Fisher  and  his  associates  shall  have  the  privilege 
of  paying  to  me  $15,000.00  in  cash  instead  of  bonds. 

It  is  distinctly  understood  that  if  said  draft  for  five  thousand  dollars 
is  not  paid  on  presentation,  then  this  instrument  is  absolutely  null  and 
void,  and,  that  if  said  money  is  paid  and  the  corporation  is  not  organ- 
ized and  the  bonds  hereinbefore  specified,  issued  and  delivered  to  me 
by  January  1st,  1901,  or  fifteen  thousand  dollars  cash  paid  in  lieu 
thereof,  time  being  of  the  essence  of  the  contract,  then  this  sale  shall 
be  null  and  void,  and  the  sum  of  five  thousand  dollars  paid  to  me  at 
this  time  shall  not  be  accounted  for  by  me,  but  shall  be  retained  by  me 
as  the  amount  of  liquidated  damages  agreed  upon  between  the  parties 
hereto  for  a  violation  of  the  said  contract,  and  all  options  to  be  returned 
to  me  the  same  as  if  this  sale  had  not  been  made. 

W.   IT.   Chew,   Trustee. 
Thomas    Barrett,    ,Tr. 

See  Twin  City  Power  Co.  v.  Barrett,  12G  Fed.  302,  where  the  above  instru- 
ment was  involved.     See  also  118  P''ed.  861. 


OPTIONS  AND  AGREEMENTS  FOR  SALE.        813 

Form  1251. 
BOND  TO  KEEP  OPTIONS  IN  FORCE. 

The    United    States    of    America,    District    of    south    Carolina.      In    the 

Circuit  Court,  Fourth  Circuit.     In  Equity. 

Thomas   Barrett,  Jr.,   vs.   The   Twin   City   I'ower   Company   et   al. 

Know  all  Men  by  tiiese  Presents,  that  the  Twin  City  I'ower  Company, 
a  corporation  under  the  laws  of  the  State  of  South  Carolina,  as  prin- 
cipal, and  American  Surety  Company  of  New  York,  a  corporation  under 
the  laws  of  the  State  of  New  York,  and  having  an  office  at  No.  100 
Broadway,  in  the  city  of  New  York,  as  surety,  are  helil  ami  firmly  bound 
unto  Thomas  Barrett,  .Jr.,  of  the  city  of  Augusta,  in  the  State  of 
Georgia,  in  the  sum  of  fifteen  thousand  dollars,  good  and  lawful  money 
of  the  United  Sta-tes,  to  bo  paid  to  the  said  Thomas  Barrett,  Jr.,  his 
executors,  administrators  or  assigns;  for  which  payment,  well  and 
truly  to  be  made,  the  said  obligors  do  bind  themselves  and  their  suc- 
cessors,  jointly   and   severally,    firmly    by    these   presents. 

Sealed  with  the  seals  of  said  obligors  and  dated  at  New  York  city. 
New  York,   this  sixth  day  of  May,  A.  D.,   1901. 

The  condition  of  the  above  obligation  is  such  that  if  the  above  bound 
Twin  City  Power  Company  shall  preserve  and  keep  in  full  force  and 
effect  each  and  every  of  the  options  delivered  to  Chew,  trustee,  by  the 
said  Thomas  Barrett,  Jr.,  the  complainant  in  the  above  stated  case, 
under  the  agreement  of  June  1,  1900,  attached  to  the  bill  of  com- 
plaint herein  as  Exhibit  A,  and  shall  in  every  respect  keep  and  per- 
form the  provisions  of  said  agreement  as  construed  by  the  order  and 
decree  of  the  above  stated  court  upon  the  final  hearing  of  the  above 
stated  case,  then  the  above  obligation  is  to  be  void;  otherwise,  to 
remain  in  full  force  and  virtue. 

Twin  City  Power  Company, 

D.  M.  MaeKaye,  Treasurer.  [Seal] 

American  Surety  Company  of  New  York, 

By  David  B.  Sickels,  Vice  President.     [Seal] 
Cortlandt   S.   Vanrensselaer,   Attorney. 

Signed,  sealed  and  delivered  in  the  presence  of: 
Eugene  A.  Davis. 

See  Twin  City  Power  Co.  v.  Barrett,  118  Fed.  861,  126  Fed.  302,  where 
the  above  instrument  was  considered. 

See  also  preceding  form. 

Form  1252. 

AGREEMENT  FOR  EXTENSION  OF  OPTIONS  AND 
SURRENDER  THEREOF. 

This  agreement  made  this  26  day  of  Juno,  A.  D.  1901,  between    

of  the  first  part  and  the  undersigned  parties,  who  hereto- 
fore gave   options  on  their  coal  to  the   first  party,   of  the   second  part: 

Whereas,  the  first  party  now  holds  options  upon  the  coal  of  the  sec- 
ond parties,  and  under  said  options  surveys  have  been  made  of  what 
is  known  as  the  Viola  Block,  in  Webster  and  Sand  Hill  Districts,  and 


814      CORPORATION  FORMS  AND  PRECEDENTS. 

the  said  first  party  desiring  further  time  to  complete  the  sale  of  said 
block; 

It  is,  therefore,  agreed  between  the  first  and  second  parties  hereto 
that  in  consideration  oi  the  second  parties  extending  the  time  until 
the  first  day  of  October,  1901,  the  first  party  agrees  that  if  he  or  his 
assignees  are  not  ready  to  make  payment  as  provided  by  the  options 
on  the  last  mentioned  date,  then  he  will  surrender  to  the  second  parties 
said  options,  and  all  papers  in  his  possession  connected  therewith,  and 
release  the  second  parties  from  all  claim  and  damages  by  reason  of  such 
options. 

[Seal] 

[Seal] 

[Seal] 

[ Seal] 

See  Standiford  v.  Thompson,  135  Fed.  991,  where  the  above  instrument 
was  considered. 

Foriiri253. 
NOTICE  OF  ACCEPTANCE  OF  OPTION. 

To    ,  Dated    ,  19 


We    hereby    accept    under    an    agreement    made    for    our    benefit    the 

option    granted   by   you    to    on    the    11th    day    of    January, 

1900,  of  all  the  coal  underlying  your  property,  said  to  contain  253 
acres,  the  same  as  set  forth  in  the  option  above  mentioned.  Our 
corps  of  engineers  will  survey  your  property  to  ascertain  the  acre- 
age, and  we  will  at  once  inform  you  as  to  the  result  and  furnish  a 
plat  of  the  same,  by  which  you  can  ascertain  the  accuracy  and  cor- 
rectness of  the  survey.  You  will  please  prepare  an  abstract  of 
jour  title  that  the  same  may  be  examined  and  approved  by  our  at- 
torneys. 

Coal    Company, 

By    

See  Standiford  v.  Thompson,  135  Fed.  991,  where  the  above  instrument 
was  considered. 

See  immediately  preceding  form. 

Form  1254. 
RESOLUTION  FOR  GIVING  OPTION. 

Resolved  that  option  be  given  by  this  Company  to  the  Utica  Cliamber 
of  Commerce  until  February  23d  for  the  securing  of  the  permanent 
location  of  this  Company  in  the  city  of  Utica  upon  condition  that  they 
supply  it  with  $30,000  in  cash  through  the  sale  of  its  stock  at  $30  per 
share,  and  upon  further  condition  that  they  supply  it  with  a  factory 
site  of  from  three  to  four  acres  to  its  satisfaction,  the  same  to  de  deeded 
to  the  company  free  and  clear  of  all  incumbrances:  The  above  con- 
ditions being  complied  with,  1,000  shares  of  our  capital  stock  is  to  be 
issued,  in  the  name  of  whoever  the  Utica  Chamber  of  Commerce  spec- 
ifies at  $30  per  share,  each  share  full  paid  and  nonassessable. 

See  In  re  Remington,  etc.  Co.,  153  Fed,  34.5,  where  the  above  resolution 
was  involved. 


OPTIONS  AND  AGREEMENTS  FOR  SALE.        815 

Form  1255. 

AGREEMENT  BETWEEN  PROMOTERS  AND  HOLDER  OF 

OPTIONS  TO  TRANSFER  PROPERTY  FOR  STOCK 

IN  CORPORATION  TO  BE  FORMED. 

Ttis  Agreement,  made  this  26th  clay  of  May,  A.  D.,  1900,  between 
A.  B.  Ledwith,  of  the  Borough  of  California,  in  the  County  of  Washing- 
ton and  State  of  Pennsylvania,  of  the  first  part,  and  W.  II.  Donner,  of 
the  City  of  Pittsburg,  of  the  County  of  Allegheny  an.l  State  aforesaid, 
of   the   second   part. 

Whereas,  the  said  parties  hereto  have  agreed  to  form  a  company 
for  the  purpose  of  buying  and  selling  coal  lauds  and  other  properties 
and  for  the  purpose  of  mining,  preparing  for  market  and  shipping  and 
selling  coke  and  coal,  etc.,  which  said  company  is  to  be  incorporated 
under  the  laws  of  the  State  of  Pennsylvania  under  the  name  of  "River 
Coal  Company";  and. 

Whereas,  the  said  party  of  the  first  part  has  purchased  and  holds 
under  option  certain  properties  in  Luzerne  Township,  in  Fayette  County, 
in  the  State  of  Pennsylvania,  a  list  of  which  marked  Schedule  "A"  is 
hereto  attached  and  made  a  part  hereof,  all  of  which  said  properties, 
it  is  agreed  shall  be  conveyed   and  transferred  to  said   Coal   Company; 

Now,  This  Agreement  Witnesseth,  That  the  parties  hereto  in  consid- 
eration of  the  premises  and  of  the  sum  of  one  dollar  each  to  the  other 
paid,  the  receipt  whereof  is  hereby  acknowledged,  have  agreed  to  form 
and  incorporate  under  the  laws  of  the  State  of  Pennsylvania  the  "River 
Coal   Company"   upon  the   following  agreement   and   conditions   to  wit: 

First:  The  said  first  party  agrees  and  covenants  to  convey  and  cause 
to  be  conveyed  to  said  River  Coal  Company  all  the  coal  and  other  prop- 
erties now  held  by  him  in  fee  simple  or  under  agreement  of  purchase 
as  shown  in  Schedule  "A,"  situate  in  Luzerne  Township,  Fayette 
County,  Pennsylvania,  as  well  as  such  other  properties  as  the  said 
parties  hereto  shall  agree  to  purchase  and  include  herewith. 

It  is  mutually  agreed  that  in  consideration  of  the  conveyance  of  said 
properties  as  aforesaid  to  said  River  Coal  Company  there  shall  be  issued 
bonds  of  said  Company  in  an  amount  sufficient  to  pay  for  said  properties 
and  the  proposed  improvements  thereon. 

It  is  agreed  that  all  payments  or  expenses  incident  to  the  purchase 
and  conveyance  of  said  properties  and  liabilities  incurred  for  improve- 
ments prior  to  the  time  said  River  Coal  Company  shall  have  acquired 
title  to  and  control  over  said  properties,  including  expenses  incident  to  the 
incorporation  of  said  Company,  shall  be  ma.le  only  upon  the  approval 
of  the  parties  hereto. 

It  is  agreed  that  the  capital  stock  of  said  Company  shall  be  of  a 
suflBcient  amount  to  permit  it  to  lawfully  issue  the  amount  of  bonds 
required  to  effect  the  purposes  aforesaid,  and  the  said  stock  shall  be 
issued  in  payment  for  property  and  the  obligations  of  said  Company 
and   shall  be   delivered   as  follows,  to-wit; 

To  said  A.  B.  Ledwith,  the  one-fourth  part  thereof;  to  W.  IT.  Donner, 
the  one-fourth  part  thereof;  to  A.  W.  Mellon,  the  one-fourth  part 
thereof;  and  to  R.  B.  Mellon,  the  one-fourth  part  thereof. 


816      CORPORATION  FORMS  AND  PRECEDENTS. 

It  is  agreed  that  auy  advancements  made  by  either  of  the  parties 
hereto  for  the  temporary  use  of  said  proposed  Company  shall  be  a 
first  lien  on  the  assets  and  corporate  properties  of  said  Company  and 
shall  be  paid  out  of  the  first  moneys  realized  from  the  sale  of  the  pro- 
posed issue  of  bonds  by  said  Company. 

It  is  agreed  that  the  agreements  and  covenants  herein  made  shall 
extend  to  and  be  binding  upon  the  heirs,  executors,  administrators  and 
assigns  of  the  parties  hereto. 

In  Witness  Whereof,  the  parties  hereto  have  hereunto  set  their  hands 
and  seals  the  day  and  year  first  above  written. 

A.  B.  Ledwith         [Seal] 
W.  H.  DoNXER         [Seal] 

Signed  and  sealed  in  the  presence   of: 


(Schedule  "A"  omitted.) 
See  forms  in  Chapter  XV,  post. 

Form  1256. 

AGREEMENT  BY  MAJORITY  STOCKHOLDERS  TO  SELL 
STOCK  TO   PROMOTER. 

We,  the  undersigned  stockholders  of  the  York  Milling  Co.  a  corpora- 
tion of  the  state  of  Pennsylvania,  with  a  capital  stock  of  Thirty-Five 
Thousand  ($35,000)  Dollars  consisting  of  Seven  Hundred  (700)  shares 
of  the  par  value  of  Fifty  (.$50)  Dollars  each,  hereby  agree  to  sell  our 
holdings  of  stock  of  said  Company,  in  the  amount  set  opposite  our  sig- 
natures to  N.  J.  his  heirs,  and  assigns,  of  the  City  of  Philadelphia. 
The  conditions  of  said  sale  and  transfer  to  be  as  follows: 

First — The  payment  of  Sixty  ($60)  Dollars  per  share  in  the  6  per 
cent,  preferred  stock  of  the  Eastern  Milling  and  Export  Contpany  in 
addition  to  an  equal  amount  of  the  common  stock  of  said  company, 
both  of  the  par  value  of  Fifty  Dollars  ($50),  full  paid  and  non-assess- 
able. 

Second — It  is  agreed  between  all  parties  to  this  contract  that  no  pre- 
ferred stock  of  the  said  Eastern  Milling  and  Export  Company  shall  be 
issued  for  profit  to  any  underwriter,  promoter  or  attorney  or  such  other 
persons  whatsoever,  except  in  payment  for  the  properties  purchased. 

Third — The  vendors  agree  to  deposit  their  stock  in  escrow  with  pow- 
ers of  attorney,  signed  and  witnessed  in  blank,  together  with  the  re- 
quired amount  of  revenue  stamps  afiixed,  with  the  Eeal  Estate  Trust 
Company  of  Philadelphia,  which  said  Trust  Company  shall  accept  such 
stock  and  issue  a  receipt  therefor,  subject  to  the  terms  and  conditions 
of  this  contract. 

Fourth — The  vendors  hereby  agree  to  deposit  said  stock  with  the 
Eeal  Estate  Trust  Company  not  later  than  the  15th  day  of  March,  1901. 

Fifth — The  minority  stockholders  who  have  not  signed  this  agreement 
shall  have  the  privilege  of  selling  their  stock  to  the  said  N.  .J.,  his  heirs 
and  assigns,  upon  the  same  terms  and  conditions  as  the  majority,  pro- 
vided however,  that  their  stock  be  deposited  with  the  Real  Estate  Trust 
Company  of  Philadelphia,  on  or  before  the  15th  day  of  March,  1901,  in 
the  manner  heretofore  prescribed. 


OPTIONS  AND  AGREEMENTS  FOR  SALE.        8l7 

Sixth — That  upon  delivery  by  the  Real  Estate  Trust  Company  on  or 
before  July  Ist,  1901,  to  the  vendors  in  accordance  with  the  consi.lera- 
tions  named  in  Section  One  as  modified  in  the  last  paragraph  of  this 
agreement,  said  stock  will  be  trausfered  to  N.  J.  or  his  assigns,  and  the 
vendors  agree  to  secure  any  resignation  of  officers  that  may  be  desired 
to   effect    a   reorganization. 

Seventh— In  the  event  of  the  said  N.  J.  failing  to  comply  with  the 
terms  of  Section  One  of  this  agreement  as  modified  by  the  last  paragraph 
as  mentioned  above  the  said  Real  Estate  Trust  Company  is  empowered 
to  redeliver  the  said  stock  to  the  vendors. 

The  condition  upon  which  this  agreement  is  executed  is:  That  Ten 
Thousand  ($10,000)  Dollars  shall  be  paid  the  vendors  for  two  hun- 
dred shares  of  the  said  preferred  stock,  and  the  said  Real  Instate  Trust 
Company  shall  not  deliver  the  said  stock  to  the  York  Milling  Company 
until  it  has  received  for  the  use  of  the  vendors  said  Ten  Thousand 
($10,000)  Dollars  which  shall  be  paid  to  them  with  Six  Hundred  and 
Forty  (640)  shares  of  the  common  stock  of  said  Eastern  Milling  and 
Export  Company. 

In   witness  whereof  we  have   hereunto  set   our  hands,   this    12th   day   of 
February,   1901. 
Names.  Amount    of   stock   held. 


See  Gochnauer  v.  Union  Trust  Co.,  225  Pa.  503,  where  the  above  instru- 
ment was  considered.  See  generally  as  to  promoters,  Cook  on  Corporations, 
§§705-707;  Clark  &  M.,  Corp.,  §§    102-110. 

See  forms  in  Chapter  XVI,  post. 

Form  1257. 

TRUST  COMPANY'S  RECEIPT  FOR  STOCK  DEPOSITED 
IN  ESCROW  UNDER  OPTION  AGREEMENT. 

THE   UNION   TRUST  COMPANY, 

715-717-719  Chestnut  Street. 
No.  1.  Philadelphia,  March  5,  1901. 

Received  of  York  Milling  Company,  York,  Pa.,  depositor,  700  shares 
York  Milling  Co.,  subject  to  an  agreement  bearing  date  of  Feb.  12, 
1901,  signed  by  George  P.  Smyser  et  al,  and  Newton  Jackson  to  be 
held  in  escrow  under  terms  of  agreement  dated  Feb.  12,  1901,  as  above 
stated  between  the  depositor  and  Newton  Jackson. 

UNION   TRUST   COMPANY. 
By   Wm.   J.    Clark, 
President   and   Treasurer. 
See  Gochnauer  v.  Union  Trust  Co.,  225  Pa.  503. 
See  preceding  Form. 

For  forms  of  instruments  relating  to  escrows,  see  Forms  1135,  supra,  1259, 
1320,  1362,  1575,  1722,  1829-1834,  post. 


818      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1258. 
ESCROW  AGREEMENT. 

I, ,  vendor,  hereby  agree  to  sell  to  Com- 
pany, a  corporation  organized  and  existing  under  the  laws  of  the  State 

of ,  purchaser,  and  I ,  purchaser, 

hereby  agree  to  buy   of  said    Vendor,   the   fcllowing 

described  property:      (insert  description  of  property). 

The  agreed  consideration  of  said  sale  is  $ cash   in  hand 

paid,  the  receipt  whereof  is  hereby  acknowledged:   $ to  be  paid 

within    days  from  the  date  hereof,  and  $ ,  within 

days  from   such   date,   making  a   total   consideration   of 


Said  vendor  within days  from  date  will  deliver  to  said  Com- 
pany, purchaser,  or  its  attorney,  an  abstract  of  title  duly  certified  by 
some    reputable    abstract    office    or    trust    company,    and    on    or    before 

,  19.  .  .  .,  will  deposit  in  escrow  in  the Bank 

of    a   good    and   sufficient    warranty    deed    conveying   to 

said    Company,   purchaser,   or   such   person   as    it 

shall  nominate,  the  said  above  described  premises  clear  of  encum- 
brance, to  be  by  such  bank  held  in  escrow  until  final  payment  be  made 
under  this  contract,  or  until  default  is  made  under  the  same.  Deposit 
in  said  bank  to  the  credit  of  vendor  shall  be  equivalent  to  payment  of 
any  of  said  instalments.  If  any  instalment  or  instalments  herein  pro- 
vided to  be  paid  shall  not  be  paid  within  the  time  or  times  hereby  lim- 
ited therefor,  all  previous  instalments  shall  be  and  remain  the  property 
of  said  vendor,  the  said  deed  so  deposited  in  escrow  shall  be  returned 
to  him  for  cancellation,  and  the  property  shall  remain  his  own,  un- 
affected and  unencumbered  by  this  agreement.  But  if  said  vendor  shall 
fail  to  deliver  such  abstract  within  said  period,  as  hereinbefore  pro- 
vided, or  to  deposit  said  deed  in  escrow,  or  if  his  title  shall  prove  en- 
cumbered, defective  or  otherwise  not  miarketable,  the  said    

Company  may  recover  any  and  all  instalments  paid,  or  may  sue  for 
specific  performance  of  this  agreement,  or  for  damages  or  otherwise  as 
it  may  see  fit. 

Time  shall  be  of  the  essence  of  this  contract  in  all  particulars. 

In  witness,  etc. 

[Seal] 

The    Company, 

By    

Its   President. 
Attest: 


Secretary. 
[Corporate  Seal] 

(Add  Acknowledgment.) 


See  as  to  escrow  agreements.  Forms  1320,   1362,   1.575,   1722,   1829-1834, 
post. 

See  as  to  subscriptions  for  stock  in  escrow.  Cook  on  Corporations,   §  60. 


OPTIONS  AND  AGREEMENTS  FOR  SALE.        819 

Form  1259. 

LETTER  OF  DEPOSIT  IN  ESCROW. 

To ,  Cashier,   Bank  of  :     You  are 

authorized   by  the   undersigned   to   deliver   the   within   enclosed   deed   to 

,  its   duly   authorized  agent,  or  order,  upon   payment  to 

the  undersigned,  or  the  deposit  to  the  order  of  the  undersigned,  of  the 

sum  of dollars,  on  or  before  the day  of , 

A.  D.  19 In  the  meantime  you  will  hold  the  said  deed  irrevocably. 

If  payment  is  not  made  as  herein  provi.led  on   or  before  said    

day  of    ,  you   will    return   the   said   deed   to   the   undersigned. 

Dated:    


(The  above  form  of  letter  may  be  used  where  an  escrow  agreement  in 
the  form  preceding  has  been  executed.) 

Form  1260. 

AGREEMENT  FOR  SALE  OF  ENTIRE  BUSINESS  TO 
ANOTHER  CORPORATION. 

Agreement  made  this  IGth  day  of  November,  1905,  between   ..; 

Steel  Co.,  a  corporation  of ,  hereinafter  called  "vendor,"  party 

of-  the  first  part,  and Steel  Spring  Co.,  a  corporation  of , 

hereinafter  called  "purchaser,"  party  of  the  second  part. 

Said  parties,  each  in  consideration  of  the  agreements  of  the  other  herein 
Btated,  and  vendor  in  consideration  of  the  partial  payment  made  to  it 
by  purchaser,  and  hereinafter  stated,  mutually  agree  as  follows: 

Vendor  agrees  to  sell,  convey,  transfer  and  deliver  to  purchaser,  at  the 
price  and  upon  the  terms  and  conditions  hereinafter  stated,  all  vendor's 
manufacturing  business  and  properties,  including  all  vendor's  real  estate, 
plants,  furnaces,  structures,  machinery,  tools  and  appliances  (including 
manufacturing  books,  accounts  and  data  of  costs,  but  excluding  books 
of  account  of  the  business  other  than  those  containing  accounts  thereof, 
since  November  1st,  1905) ;  all  materials  and  supplies  and  all  manufac- 
tured product  and  material  in  process  of  manufacture,  and  all  patents, 
processes,  inventions,  rights  under,  and  interests  in  and  claims  to,  patents, 

processes  and  inventions    (including  all  the   and  other  inventions 

and  patents  relating  in  any  waj'  to  car  wheels),  trade  marks,  trade  rights 
and   trade   names   of  every  sort   and   kind   to   it   belonging,   and   the   good 

will  of  said  business,  and  the  exclusive  right  to  use  the  name  " 

Steel  Company"  in  earrjing  on  said  business,  and  all  leaseholds,  contract 
and  other  rights,  privileges  and  franchises  used  or  of  use  in  or  in  con- 
nection with,  or  acquired  for,  said  business,  and  all  gas,  power,  light  and 
other  tributary  properties,  being  substantially  all  the  properties  of  every 
kind  and  wheresoever  situate  of  vendor,  excepting  cash,  shares  of  stock 
of  the  Steel  &  Coupler  Co.  (which  company  is  to  be  per- 
mitted to  continue  business  under  that  name"),  Idlls  and  accounts  receivable. 
The  sale  and  transfei  of  the  properties  hereinbefore  described  is  to  be 
as  of  Novendier  1,  1905,  and  from  that  date  it  is  understood  that  the 
business  and  properties  aforesaid  have  been  and  will  be  operated  for 
account  and  at  the  expense  of  purchaser. 


820   CORPORATipN  FORMS  AND  PRECEDENTS. 

Desds,  bills  of  sale  and  other  instruments  of  transfer  of  said  properties, 

shall  be  delivered  at  the  office  of &  Sons  in  the  city  of 

on  the  2d  day  of  January,  1906,  or  earlier  in  case  transfers  and  examina- 
tions of  title  and  the  requisite  corporate  action  shall  be  ready  earlier,  and 
such  transfers  and  the  instruments  thereof  shall  be  supported  by  such 
corporate  action,  and  action  of  individual  stockholders,  of  vendor,  as  shall 
be  requisite  to  make  such  transfers  wholly  legal  and  effective,  which  action 
vendor  shall  cause  to  be  taken  at  the  earliest  moment. 

At  the  time  of  such  transfers  vendor  will  cause  to  be  executed,  and 
delivered  to  purchaser  an  agreement  not  to  engage  in  the  tire,  car  wheel, 
or  ring  manufacturing  or  selling  business  or  any  branch  thereof  in  the 
United  States  or  Canada    (except  in  connection  with   purchaser),   for  the 

period   of   ten   years,    executed   by    ,    president    of   vendor,   and 

vendor  will  use  its  best  efforts  to  cause  a  like  agreement  to  be  so  exe- 
cuted and  delivered  by  each  of  the  following:    , , 

,  and 

Immediately  after  the  transfer  by  vendor  to  purchaser  as  hereinbefore 
provided,  vendor  will  proceed  with  the  liquidation  of  its  business  and  prop- 
erties and  distribution  thereof  among  its  stockholders,  and  will  thereupon 
be  dissolved  as  a  corporation,  and  will  notify  pufchaser  forthwith  of  such 
dissolution. 

The  purchase  price  hereinbefore  referred  to  is  four  million  three  hun- 
dred thousand  dollars  ($4,300,000),  and,  in  addition  thereto  the  book  value 
(but  not  exceeding  the  cost  paid  by  purchaser)  of  materials,  supplies, 
finished  products  and  materials  in  process  of  manufacture,  which  vendor 
had  on  hand  at  the  close  of  business  on  October  31,  1905,  and  purchaser 
shall  have  access  to  vendor 's  books  and  works  prior  to  transfer  hereunder 
in  order  to  ascertain  or  verify  the  exact  amount  of  such  materials,  sup- 
plies, product  and  material  in  process  of  manufacture.  Purchaser  shall 
also  have  access  to  the  books  of  account,  records  and  papers  retained  by 
vendor  after  transfer  pursuant  thereto,  for  all  entries  and  other  data 
useful  for  the  conduct  of  the  business  by  purchaser. 

Said  price  is  payable  as  follows: 

$500,000  thereof  on  the  execution  and  delivery  of  this  agreement,  and 
vendor  hereby  acknowledges  receipt  thereof  from  purchaser.  , 

$500,000  thereof  on  the  delivery  of  deeds  and  instruments  of  transfer 
as   hereinbefore   provided. 

The  balance  of  fixed  purchase  price  in  equal  installments  of  $825,000 
each,  one,  two,  three  and  four  months  respectively,  after  the  delivery  of 
deeds  and  instruments  of  transfer. 

But  purchaser  shall  have  the  right  to  anticipate  any  and  all  payments 
in   whole   or   in   part.      Such   deferred   payments   shall   be   secured   by   the 

deposit  with &  Company  of ,  of  bonds  of  the  issue 

which  purchaser  proposes  to  make  and  secure,  or  cause  to  be  made  and 
secured,  by  first  mortgage  (which  bonds  and  mortgage  shall  be  in  the 
form  usual  in  such  cases)  upon  the  properties  so  to  be  transferred  to  it 
by  vendor,  amounting  in  aggregate  principal  amount  to  the  same  pro- 
portion of  the  whole  issue,  as  the  amount  of  the  deferred  payments  bears 
to  $4,300,000;  such  deposit  to  be  accompanied  by  appropriate  documents 
providing  for  the  retention  of  such  bonds  as  security  for  such  deferred 
payments   (proportional  amounts  to  be  released  as  installments  are  paid) 


OPTIONS  AND  AGREEMENTS  FOR  SALE.        821 

and  for  tho  usual  reiiicMlies  in  case  of  (U'faiilt  ;  l>ut  this  deposit  of  Ijonds 
shall  not  in  any  way  discharjje  or  iliniinish  the  absolute  liability  of 
jjurchaser  to  jtay  every  installment  of  the  purchase  price  at  the  time  lierein 
fixed   thert>for. 

The  price  of  materials,  supplies,  product  and  materials  in  process  shall 
be  paid  within  thirty  days  after  the  determination  of  the  amount  thereof, 
which  determination  shall  be  made  as  rapidly  as  possible. 

All  installments  of  the  purchase  price  (inidudinf^  that  for  materials, 
supplies  and  products)  shall  carry  interest  at  five  per  cent.,  from  November 
1st,   1!)()5,  to  date  of  actual  payment. 

The  properties  of  vendor  so  to  be  transferred  to  purchaser  shall  be  free 
and  clear  of  all  incumbrance  and  indeljtedness  whatsoever,  as  of  Novem- 
ber 1,  1905,  excepting  only  the  contracts  hereinafter  agreed  to  be  assumed 
by  i)urchaser;  and  the  full  sum  of  $238,000  has  been,  or  will  be  paid 
by  vendor  toward  the  cost  of  the  additions  to  plant  and  new  construction 
now  going  on.  And  all  mills,  machinery,  tools  and  appliances  of  every 
kind  herein  agreed  to  be  transferred  shall  be  free  and  clear  of  all  lial)ility 
to  pay  royalty  or  other  liability  or  incund)rance  of  any  kind  to  patent 
owners  or  licensees.  Vendor  will  also  pay  all  taxes  on  its  properties  so 
to  le  transferred  for  the  current  tax  fiscal  year. 

Purchaser  agrees  to  buy  from  vendor  the  properties  hereinbefore  de- 
Kcribed,  and  to  pay  therefor  the  priee  hereinbefore  stated,  at  the  times  here- 
inbefore fixed,  and  further  agrees  to  assume  and  perform  the  outstand- 
ing contracts  of  vendor  listed  in  the  schedule  hereto  annexed  markeil  A, 
1,  2  and  3  and  all  vendor's  obligations  under  them  or  any  of  them.  As 
to  any  omitted  contracts  mentioned  in  page  3  of  said  Schedule  A-3,  pur- 
chaser will  assume  any  such,  provided  they  are  roasonaiile  in  character  and 
made  in  the  ordinary  course  of  business. 

This  agreement  shall  be  binding  upon  and  enforcea})lc  by  the  successors 
an<l  assigns  of  the  parties  hereto  respectively. 

In  witness  whereof  hereunto  in  duplicate  the  said  parties  have  set 
their  seals,  and  the  signatures  of  their  presidents,  respectively  the  day 
and  year  first  above  written. 

[Seal]  Steel    Company, 

By ,  President. 

Attest : 

,  Secretary. 

[Seal]  Steel  Spring  Company, 

By    ,    President. 

The  above  agreement  was  considered  and  involved  in  Ferry  v.  Latrobe 
Steel  Co.,  155  Fed.   102. 

See  for  sale  of  entire  propertv  of  corporation,  Cook  on  Corporations, 
§§G70;  Clark  &  M.,  Corp.,  §  160.' 

See  forms  in  Chapter  XV,  post. 

Form  1261. 

RESOLUTION    OF    DIRECTORS    APPROVING    THE 
PRECEDING  AGREEMENT. 

Eesolved,  That  we  unanimously  do  approve  of  the  sale  of  our  property 
to  the   Steel  Spring  Company  as  embodied  in  the  form  of  con- 


822   CORPORATION  FORMS  AND  PRECEDENTS. 

tract  or  agreement  which  has  been  prepared,  and  we  do  authorize  the  exe- 
cution by  the  president  under  seal  of  the  Company  of  said  sale  and  con- 
tract. 

See  Ferry  v.  Latrobe  Steel  Co.,  155  Fed.  161. 

See  Forms  1260,  supra,  1262,  1264,  post. 

Form  1262. 

EXTRACT   FROM  MINUTES   OF  STOCKHOLDERS' 
^     MEETING  APPROVING  SALE. 

The  chairman  stated  that  the  first  ijusiness  before  the  meeting,  in  accord- 
ance with  advertisement,  was  the  confirmation  of  the  sale  of  the  property 

of  the Steel  Company  to  the Steel  Spring  Company 

on.  the  terms  approved  by  the  board  of  directors  as  embodied  in  the  fol- 
lowing agreement:      (Being  the  agreement  set  forth  in  Form  1260.) 

On  motion,  duly  made  and  seconded,  it  was, 

Resolved,  that  we  do  approve  of  the  sale  of  the  property  of  the  company 
as  made  by  the  board. 

See  Ferry  v.  Latrobe  Steel  Co.,  155  Feb.  161,  where  the  above  resolution 
and  other  instruments  are  set  forth  in  the  opinion. 

Form  1263. 

AGREEMENT  FOR  SALE  OF  PORTION  OF  BUSINESS  OF 
MANUFACTURING  CORPORATION  AND  LEASE. 

Agreement,  made  this day  of   A.  D.,  19.  . .  . ,  by 

and  between   ,  a  corporation  organized  and  existing  under  the 

lawg  of  the  State  of party  of  the  first  part,  and a 

corporation  organized  and  existing  under  the  laws  of  the  State  of , 

party  of  the  second  part. 

Whereas,  the  party  of  the  first  part  is  the  owner  of  the  property  and 
rights  hereinafter  described,  and  is  now  and  has,  for  several  years  last 
passed,  been  engaged  in  the  manufacture  of  and  appurten- 
ances and  appliances  connected  therewith,  and  said  party  of  the  second 
part  desires  to  purchase  from  the  said  party  of  the  first  part  the  prop- 
erty hereinafter  described,  and  the business  of  the  said  party  of 

the  first  part,  and 

Whereas,  the  form  of  this  agreement  has  been  submitted  to  the  Board 
of  Directors  of  the  party  of  the  first  part,  which  has  duly  resolved,  at  a 
meeting  thereof  duly  and  regularly  called  and  held  for  such  purpose,  that 
its  President  and  Secretary  be  authorized  on  behalf  of  the  said  party  of 
the  first  part,  as  its  act  and  deed  and  under  its  corporate  seal,  to  execute, 
acknowledge,  and  deliver  the  same  to  the  said  party  of  the  second  part; 

Now,  therefore,  this  indenture  witnesscth  that,  for  and  in  considera- 
tion of  One  Dollar  ($1.00)  in  han<l  jiaid  l)y  each  of  the  parties  hereto  one 
to  the  other,  the  receipt  of  which  is  hereby  acknowledged  by  each  of 
the  parties  hereto,  and  of  other  good  and  valuable  considerations  moving 
between  the  parties  hereto,  the  existence  of  which  is  hereby  acknowledged 
by  each  of  the  parties  hereto,  it  is  hereby  agreed  as  follows: 

I.  The  said  party  of  the  first  part,  for  and  in  consideration  of  the 
sum  of Dollars   ($ )   to  it  in  hand  paid  by  the  said 


OPTIONS  AND  AGREEMENTS  FOR  SALE.        823 

party  of  the  second  part,  has  sold,  assigned,  transferred,  and  set  over, 
and  does  hereby  sell,  assign,  transfer,  and  set  over,  unto  the  said  party  of 
the   second   part,   its   successors   and   assigns,    all    the   following   described 

property,  to-wit:    plant  situated  upon  the  real  property 

hereinafter  provided  to  be  leased  to  the  said  party  of  the  second  part 
and  hereinafter  specifically  described,  excluding  only  the  said  real  estate 
and  buildings  situated  thereon,  and  including  all  machinery,  equipment 
and  fixtures,  fixed  or  movable,  all  boilers,  stokers,  generators,  engines, 
stacks  and  pumps  and  heaters  in  power  houses,  all  air  and  water  tanks, 
shafting,  belting,  pulleys,  hangers,  and  tools  in  hand  or  abroad  in  posses- 
sion of  erectors,  all  hoists,  punches,  and  shears,  cranes,  planers,  rolls,  ac- 
cumulators, rivetting' machines,  pipe  machines,  boring  mills,  ilrill  presses, 
engines,  fans,  heating  coils,  and  air  distriV)uting  systems,  milling  and 
shearing  machines,  water  and  high  pressure  hydraulic  tanks,  all  pneumatic 
reamers,  air  tanks,  hammers,  shipping  and  caulking  tools,  lathes,  presses, 
all  yard  equipment,  consisting  of  rails,  joints,  switches,  frogs,  ties,  locomo- 
tive cranes,  windlass  and  engine  hoists,  blocking  and  rigging,  and  all  ma- 
chinery and  equipment  now  contained  in  the  buildings  situated  on  said 
demised  premises,  and  all  other  apparatus,  utensils,  and  appliances,  owned 
by  the  said  party  of  the  first  part,  wheresoever  situated,  now  being  used 
for,  or  intended  to  be  used  for,  or  in  connection  with,  the  manufacture  or 

shipment    of    ,    or   any    of   them,    or    any    part    thereof,    and 

repairs  therefor,  and  all  appurtenances  to  them,  or  any  of  them,  belonging, 
a  partial  list  of  the  above  property  so  provided  to  be  conveyed  being 
hereto  attached  and  marked  Exhibit  "A,"  it  being  understood  and  agreed, 
however,  that  the  enumeration  of  the  articles  contained  in  said  list  so 
marked  Exhibit  "A"  as  aforesaid  does  not  limit  the  rights  of  the  party 
of  the  second  part  to  such  articles,  or  deprive  it  of  the  right  to  the  prop- 
erty hereinbefore  conveyed,  or  provided  to  he  conveyed;  also,  all  of  the 
goodwill  pertaining  to  or  connected  with  the  said  business  of  manufac- 
turing and  selling ,  or  any  of  them,  and  any  parts  thereof,  and 

repairs  therefor,  and  appurtenances  thereto  belonging,  heretofore  carried 
on  by  the  said  party  of  the  first  part,  all  trade  rights,  trade  marks,  trade 
names,  brands,  patterns,  flasks,  drawings,  plans,  inventions,  formulse,  pat- 
ents  and   interests   in   patents,    and   licenses   and   contracts   in   respect    to 

patents,  for ,  now  owned  or  controlled  by  the  said  party  of  the 

first  part. 

ir.  The  said  party  of  the  first  part  agrees  to  sell  to  the  said  party  of 
the  second  part,  and  the  said  party  of  the  second  part  agrees  to  purchase 
from  the  said  party  of  the  first  part,  all  merchantable  material,  raw,  fin- 
ished, or  in  process  of  manufacture,  which  is  suitable  for  the  manufacture 

of    and    parts    thereof,    and    their    appurtenances,    and 

■which  the  said  party  of  the  first  part  may  have  on  hand  at  the  date  of  the 

execution  of  this  agreement,  and  also  all  repair  parts  for now 

stored  by  said  party  of  the  first  part  at or  at  any  other  branch 

office  or  ofiices,  which  said  material  and  repair  parts  shall  be  determined 
by  inventory  (from  which  inventory  there  shall  be  eliminated  all  damaged 
or  imperfect  material,  or  repair  parts)  ;  the  price  to  be  paid  for  the 
articles  enumerated  in  said  inventory  shall  be  and  include  the  market 
price  prevailing  at  the  date  of  the  execution  of  this  agreement,  for  all 
the  material  embraced  therein  delivered  on  cars  at    from 


824      CORPORATION  F6RMS  AND  PRECEDENTS. 

mills.  auJ   per  cent.   ( % )   of  the  cost  of  the  labor 

which  has  been  expended  in  manufacturing  ui)on  such  materials  manufac- 
tured or  in  process  of  manufacture.  The  said  party  of  the  second  part 
further  aj^rees  to  assume  all  existing  contracts  entered  into  by  the  said 
party  of  the  first  part  for  the  purchase  of  materials  suitable  for,  and  in- 
tended to  be  used  for,  the  manufacture  of and  parts  thereof, 

and  rejiairs  therefor. 

III.  The  said  party  of  the  first  part,  in   consideration   of  the  sum  of 

Dollars    ($ )    to   it  in  hand   paid   by   the   said  party 

of  the  second  part,  has  sold,  assigned,  transferred,  and  set  over,  and  does 
hereby  sell,  assign,  transfer,  and  set  over,  unto  the  said  party  of  the 
second  part  all  contracts  and  orders  now  on  hand,  or  which  may  be  here- 
after received,  for   or  any  of  them,  and  appurtenances  thereto, 

or  repairs  therefor,  and  the  said  party  of  the  second  part  hereby  agrees  to 
assume  the  performance  of  said  contracts,  provided,  however,  that  noth- 
ing herein  contained  shall  be  construed  as  providing  for  the  sale,  transfer, 
or  assignment  of  any  orders  and  contracts  the  material  for  which  has 
been  completely  shipped,  or  which   may  now  be  in  course  of  erection   or 

installation.     Any  and  all  inquiries  or  orders  for or  any  of  them, 

or  for  repairs  therefor,  or  appurtenances  thereto,  which  the  said  party 
of  the  first  part  shall  or  may  hereafter  at  any  time  receive,  or  which  it 
may,  at  the  date  of  these  presents,  have  in  hand  unaccepted,  shall  be 
forthwith  communicated  and  delivered  to  the  said  party  of  the  second 
part.  The  said  party  of  the  first  part  hereby  covenants  and  agrees  with 
the  said  party  of  the  second  part,  upon  its  request,  to  execute  any  assign- 
ment of  any  order  or  orders  for or  any  of  them,  or  appurten- 
ances thereto,  or  repairs  therefor,  which  it  now  has  in  hand,  or  which 
shall  be  received  by  the  said  party  of  the  first  part  at  any  time  after  the 
date  of  the  execution  of  these  presents,  necessary  for  vesting  in  the  said 
party  of  the  second  part,  the  rights  to  such  order  or  orders  and  giving 
to  it  the  benefit  thereof. 

IV.  The  said  party  of  the  second  part  hereby  assumes  the  contracts 
now  in  force  between  the  said  party  of  the  first  part  and  the  following 

persons :     ,     

copies  of  the  contracts  with  whom  are  respectively  marked  Exhibits  "B," 
"C,"  "D,"  "E,"  "F,"  "G,"  and  "H,"  and  are  hereto  attached  and 
made  a  part  hereof.  Such  assumption  of  such  contracts  is  made  upon  the 
express  understanding  and  condition  that  they  respectively  contain  a  full 
and  complete  understanding  with  the  parties  thereto,  and  subject  to  the 
further  condition  that  no  other  contracts  of  employment,   or  for  the  sale 

of    ,  are  assumed  by  said  party  of  the  second  part,   than 

the  contracts  in  this  paragraph  specifically  referred  to. 

V.  The  said  party  of  the  first  part,  for  itself,  its  successors  and  as- 
signs, covenants  and  agrees  that  it  and  they  will  not  for  the  period  of 
ten  (10)  years  from  the  date  hereof  engage  or  be  interested,  directly  or 
indirectly,  as  an  individual,  partner,  stockholder,  agent,  or  employe,  in  the 
business   (except  in  the  capacity  of  agent  or  employe  of  said  party  of  the 

second  part)   of  manufacturing  or  selling or  any  parts  thereof 

or   appurtenances  thereto,   within   the  said   County  of    ,   or 

within  the  said  State  of ,  or  within  any  of  the  several  states 

of  the  United  States  of  America,  or  the  territories  thereof,  or  within  the 


OPTIONS  AND  AGREEMENTS  FOR  SALE.        825 

District  of  Coluinljia,  lixccpting'  ami  reserving  however,  the  right  to  manu- 
facture  and   sell    in   the   territory   of   Alaska   and   state   of 

Arizona. 

VI.  And   said   party   of   the   first   part   covenants  and   agrees   with   the 
said  party  of  the  second  part  that  it    (the  said  party  of  the   first   part) 

will  cause  to  be  i)roperly  executed  by    and    ,  of 

,   a  contract   or  contracts  with   the  said   party  of   the   second 

part,  by  which  they  shall  ol»ligate  themselves  for  a  period  of  ten  (10) 
years  from  the  date  hoieof  not  to  engage,  or  be  or  become  interested, 
directly  or  indirectly,  as  individuals,  partners,  stockholders,  directors, 
otticers,  clerks,  agents,  or  employes,  in  the  business  (except  in  the  capacity 
of  agents  or  employes  of  the  said  party  of  the  second  part)  of  manufac- 
turing  or   selling    within   the   said   County   of    or 

within  the  said  State  of   ,  or  within  any  of  the  several  states 

of  the  United  States  of  America,  or  the  territories  thereof,  or  within  the 
District  of  Columbia,  excepting  and  reserving  however,  the  right  to  manu- 
facture  and   sell    in    the   territory   of   Alaska   and    state   of 

Arizona. 

VII.  The  said  party  of  the  first  part  does  hereby  lease  and  demi.se  unto 
the  said  party  of  the  second  part  all  that  piece,  plot,   or  parcel  of  land 

situated  in  the  city  of  i ,  in  the  County  of  ,  State  of 

,  bounded  and  described  as  follows :    

with  all  the  buildings  and  improvements  of  any  and  every  kind  thereto 
belonging  and  thereupon  situated,  together  with  all  the  rights,  easements, 
and   appurtenances   to   said   premises    belonging,   or   therewith    usually   held 

and  enjoyed,  from  the  date  of  these  presents  until  and  including 

The  said  party  of  the  second  part  covenants  that  it  will  pay  to  the  said 
party   of  the   first   part  for   the   use   of  said  premises,   during   said  term, 

rent  computed  on  the  basis  of  five  per  cent.   (5%)  per  annum  on 

Dollars   ($ ),  which  is  computed  and  agreed  by  the  parties  hereto 

to  be  the  value  of  said  demised  premises,  which  payment  shall  be  made 
in'  equal  monthly  instalments  on  the  first  day  of  each  month,  the  first  pay- 
ment to  be  made  on  the  date  of  execution  of  these  presents.  At  the 
time  of  the  payment  of  said  instalments  of  rent,  the  said  party  of  the 
second  part  shall  also  pay  to  the  said  party  of  the  first  part  the  sum  of 

Dollars   ($ ),  being  the  amount  estimated  to  cover  the 

cost  of  keeping  the  buildings  on  said  premises  insured,  and  the  proportion 
of  the  taxes  and  assessments  on  said  premises  which  it  is  equitable  for 
the  party  of  the  second  part  to  pay  during  the  term  of  said  lease,  it  being 
understood  and  agreed  that  the  said  party  of  the  first  j)art  shall  pay  all 
the  taxes  and  asss'ssments  accruing  or  becoming  due  during  the  term  of 
said  lease.  It  is  hereby  agreed  that  in  case  the  said  buildings  situated  on 
said  premises,  or  any  part  thereof,  shall  at  any  time  during  the  term  of 
said  lease  be  destroyed  or  so  damaged  by  fire  (or  other  unavoidable  acci- 
dent) as  to  be  unfit  for  occupation  or  use,  then  the  rents  hereby  reserved, 
or  a  fair  and  just  proportion  thereof  according  to  the  nature  and  extent 
of  the  damage  sustained,  shall,  until  the  said  premises  shall  have  been 
rebuilt  or  reinstated  and  made  fit  for  occupation  or  use,  be  suspended  and 
cease  to  be  payable.  The  said  party  of  the  second  part  covenants  that  it 
will  during  the  term  of  said  lease  keep  all  and  singular  the  premises  in 
Buch  repair,  order  and  condition  as  the  same  are  in  at  the  date  of  these 


826   CORPORATION  FORMS  AND  PRECEDENTS. 

presents,  or  may  be  put  in  during  the  continuance  of  such  term,"  damage 
bv  fire,  flood,  lightning,  the  elements,  act  of  God,  or  other  unavoidable 
casualty  only  excepted. 

VIII.  It   is   hereby   agreed   that   if   the   party   of   the   second   part,   its 

successors  or  assigns,  shall,  before  the  first  day  of ,  give  to 

the  party  of  the  first   part,  its  successors  or  assigns,  notice  of  its  desire 

to   purchase   on   or  before    the  fee   simple   of   said   premises 

hereby  demised,  then  the  said  party  of  the  first  part,  its  successors  and 
assigns,  shall,  upon  payment  to  the  said  party  of  the  first  part  of  the  sum 

of    Dollars    ($ )    and   of  all  rent   accrued  to   the   date 

of  such  payment,  convey  the  said  premises,  together  with  all  buildings  and 
improvements  thereon,  unto  the  said  party  of  the  second  part,  its  successors 
or  assigns,  or  to  such  person  or  persons  as  it  or  they  shall  direct,  in  fee 
simple,  free  from  incumbrances. 

IX.  The  said  party  of  the  first  part,  for  itself,  its  successors  and  as- 
signs, covenants  and  agrees  to  and  with  the  said  party  of  the  second 
part  that,  in  the  event  of  the  said  party  of  the  second  part  not  exercising 
its  option  to  purchase  said  demised  premises  as  provided  in  paragraph  VIII 
hereof,  after  the  termination  of  said  lease  at  no  time  within  ten  (10) 
years  from  the  date  of  these  presents  shall  the  buildings,  now  upon,  or 
hereafter  to  be  erected  upon,  said  demised  premises,  or  any  part  thereof, 
be  used  for  the  purpose  of,  or  for,  or  in  connection  with  the  manufacture 

of    and  further  covenants  that,  in  making  any  conveyance  or 

conveyances,  of  said  property,  it  (the  said  party  of  the  first  part)  will 
make  it  as  a  condition  of  such  conveyance  or  conveyances  that  said  prem- 
ises or  any  building  erected,  or  to  be  erected,  thereon,  or  on  any  part  of 
said  premises,  shall  not  be  used  for  the  purpose  of,  or  for,  or  in  con- 
nection with,  manufacturing   within  said  period  of  ten    (10) 

years  and  that  such  covenant  or  condition  shall  be  binding  upon  the 
grantee  or  grantees  of  the  said  pfirty  of  the  first  part,  and  upon  their  suc- 
cessive grantee  or  grantees,  unless  the  said  party  of  the  second  part,  its 
successors  or  assigns,  shall,  in  writing,  give  its  consent  to  such  use. 

X.  The  said  party  of  the  first  part  hereby  assigns,  transfers  and  sets 
over  unto  the  said  party  of  the  second  part  all  its  records  and  data  of 
any   and   every   kind   in    respect   to   the   business    of   manufacturing   and 

sfdling    ,  and   all  contracts  heretofore   made,   entered   into, 

or  performed  by  it  in  connection  with  the business,  includ- 
ing the  original  or  copies  of  said  contracts,  and  all  estimates  and  state- 
ments of  cost  of  manufacturing,  and  agrees  to  furnish  and  deliver  the 
same  to  said  party  of  the  second  part,  upon  its  request.  In  case  said 
party  of  the  first  part  desires  to  examine  or  use  any  part  of  said  rec- 
ords or  data,  or  contracts,  at  any  time  or  times,  it  shall  be  accorded 
by  said  party  of  the  second  part  the  right  to  do  so. 

XI.  The  said  party  of  the  first  part  covenants  and  agrees  to  and 
with  the  said  party  of  the  second  part  that  it  will  from  time  to  time, 
and  at  all  times  hereafter,  recommend  the  said  party  of  the  second  part 
to  all  the  customers  of  it  (the  said  party  of  the  first  part),  and  use  its 
best   endeavors   to    induce   any   persons    or    persons    who    may    hereafter 

apply  to  it   (the  said  party  of  the  first  part)   for   to 

deal  with  the  said  party  of  the  second  part,  and  further  agrees  that 
it   (the  said  party  of  the  first  part)   shall   not,  either  ])y  itself  or  with 


OPTIONS  AND  AGREEMENTS  FOR  SALE.        827 

any  other  persou  or  persons,  do  or  cause   to  be   done  any   wilful  act  or 

tliinfr  to  the  prejudice  of  said   business  as  heretofore 

carried  on  and  conducted  by  the  said  party  of  the  first  part,  and  will, 
whenever  required  by  the  said  party  of  the  second  part,  its  successors 
and  assigns,  render  every  friendly  assistance;  and  further  agrees  that 
it  (the  said  party  of  the  first  part)  will  give  to  the  said  party  of  the 
second  part  any  information  in  connection  with  such  manufacture 
which  may  reasonably  be  required  by  the  said  party  of  the  second  part; 
and  further  agrees  that  it  will  give  to  the  said  party  of  the  sec- 
ond part,  upon  request  by  it,  the  names  of  all  the  persons,  firms,  or  cor- 
porations   to    whom    said    party    of    the    first    part    has    heretofore    sold 

or  with  whom  the  said  party  of  the  first  part  has  had, 

or  may  have,  any  negotiations  in  respect  to  the  sale  of  such  articles. 

XII.  The    contract    between    the    said    party    of    the    first    part    and 

one    is  hereby  excepted  from  the   property  and 

rights  hereby  conveyed,  all  rights  and  interests  therein  being  retained 
by  the  said  party  of  the  first  part,  and  none  of  the  obligations  thereby 
imposed  being  assumed   by  the  said  party  of  the  second   part. 

XIII.  The  said  party  of  the  first  part  hereby  covenants  and  agrees 
that  it  is  well  seized  of  the  real  estate  above  demised  as  of  a  good, 
sure,  absolute  and  indefeasible  estate  in  fee  simple,  and  that  it  is  the 
sole  and  absolute  owner  of  the  chattels  and  personal  property  so  con- 
veyed as  herein  provided,  and  that  said  real  estate  and  said  chattels 
and  personal  property  are  free  and  clear  of  any  incumbrance,  lien  or 
charge,  and  that  during  the  term  of  said  lease  of  said  real  estate,  and 
while  said  party  of  the  second  part  has  the  option  of  purchasing  the 
same  as  above  provided,  it  will  not  create  or  suffer  to  be  created  any 
lien  or  charge  thereon,  or  on  any  part  thereof,  and  said  party  of  the 
first  part  does  hereby  for  itself,  its  successors  and  assigns,  covenant 
with  said  party  of  the  second  part,  its  successors  and  assigns,  that  it 
(the  said  party  of  the  first  part)  has  now  in  itself  the  good  and  lawful 
right  to  assign,  transfer  and  set  over  the  said  chattels  and  personal 
property  above  mentioned  in  the  manner  aforesaid,  and  to  execute  and 
lease  all  said  demised  premises  as  hereinbefore  provided,  and  that  the 
said  demised  premises  shall  ho  enjoyed  by  the  said  party  of  the  second 
part,  its  successors  and  assigns,  free  from  any  interruption  or  dis- 
turbance whatsoever. 

XIV.  The  said  party  of  the  first  part  covenants  and  agrees  to  and 
with  the  said  party  of  the  second  part  that  it  (the  said  party  of  the 
second  part)  its  successors  and  assigns,  shall  have  and  shall  hereafter 
enjoy  the  right  to  use  any  and  all  trade  marks  and  trade  names  (other 
than  the  corporate  name  of  said  party  of  the  first  part,  or  any  part 
thereof),  which  the  said  party  of  the  first  part  may  have  acquired  or 

heretofore  used  in  the   business  heretofore  carried  on 

and  conducted  by  it,  and  further  covenants  and  agrees  that  said  party 
of  the  second  part,  its  successors  and  assigns,  shall  have  the  right  to 
use  any  and  all  said  trade  names  in  whole  or  in  part,  as  the  whole  or 
part  of  any  corporate  name  which  the  said  party  of  the  second  part, 
its  successors  or  assigns,  may  take  for  itself  or  themselves. 

XV.  The  said  party  of  the  first  [)art  hereby  covenants  for  itself,  its 
successors  and  assigns,  that   it  will  secure  from who  now 


828   CORPORATION  FORMS  AND  PRECEDENTS. 

owns  the  interest  of  and  in  a  certain  con- 
tract entered  into    ,  between  said    

and    ,  the  party  of  the  first  part, 

in  reference  to  certain  letters  patent  of  the  United  States  of  America, 

numbered    the   consent    to   the   assignment   by   the 

said  party  of  the  first  part  to  the  said  party  of  the  second  part,  of 
all   the   right,   title,   and   interest   of   the   said   party   of   the   first   part   ia 

and  to  said  contract,  and  also  secure  the  consent  of  said 

to    the   sale    by    the    said   party    of   the    second    part    of   other    styles   of 

and   the   said   party   of   the   first    part   further 

agrees  that  until  such  consent  shall  be  secured,  it  will  at  all  times  here- 
after save  harmless  and  keep  indemnified  the  said  party  of  the  second 
part,  its  successors  and  assigns,  from  and  against  all  losses,  costs,  ex- 
penses, and  damages  which  may  be  incurred  by,  or  by  reason  of,  any 
action  or  other  proceeding  which  shall  or  may  be  brought  or  instituted 
against  the  said  party  of  the  second  part,  its  successors  or  assigns,  by 

the  said for  or  in  respect  to  said  letters  patent,  or  any 

of  them,  or  on  account  of  the  manufacture  or  sale  by  it  or  them  of  any 

manufactured  under  said  letters  patent,  or   any   of 

them,  or  the  use  of  any  trade  name.  The  said  party  of  the  second  part 
hereby  accepts  the  assignment  to  it  by  said  party  of  the  first  part  of 
said  contract,  and  assumes  the  obligations  thereby  imposed  as  to  the 
payment  of  royalties,  or  otherwise. 

XVI.  The  said  party  of  the  first  part  agrees  to  assign,  transfer 
and  set   over  to   the  said   party   of  the   second   part   all   the   rights,   title, 

and  interest  to  any  invention  or  discoveries  in  connection  with    

,  which  may  at  any  time  in  future  accrue  to  it  by  virtue 

of  any  contract  or  agreement  now  in  force  with  any  of  its  employes. 

XVII.  The  said  party  of  the  first  part  hereby  covenants  and  agrees 
with  the  said  party  of  the  second  part  that  upon  request  of  the  said 
party  of  the  second  part,  and  at  its  cost,  it  (the  said  party  of  the  first 
part)  will  execute  such  further  instrument  or  instruments  as  may  be 
reasonably  required  by  the  said  party  of  the  second  part  for  the  purpose 
of  carrying  out  the  purposes  of  this  agreement,  and  giving  to  the  said 
party  of  the  second  part  the  full  and  complete  benefit  of  this  agreement. 

XVIII.  The  said  party  of  the  first  part  agrees  to  make  delivery  of 
all  the  property  sold  or  leased,  or  agreed  to  be  sold  or  leased,  to  said 
party  of  the  second  part  by  this  agreement,  immediately  upon  the  execu- 
tion and  delivery  of  these  presents;  the  party  of  the  first  part  shall  bear 
and  pay  all  pay-rolls  and  other  expenses  incident  to  the  business  here- 
inbefore described  up  to  midnight  of  the  date  of  these  presents;  there- 
after such  pay-rolls  and  expenses,  except  the  wages  of  erectors  em- 
ployed on  contracts  retained  by  said  party  of  the  first  part,  shall  be 
borne  and  paid  by  said  party  of  the  second  part.  The  party  of  the 
second  part  shall,  concurrently  with  the  delivery  of  possession  as  afore- 
said, make  a  payment  to  said  party  of  the  first  part  upon  the  purchase 
money  which  shall  accrue  to  the  said  party  of  the  first  part  under  the 

terms   of   this   agreement,  of    Dollars    ($' ),   which 

shall  include  the  payments  provided  by  I  and  II  hereof,  and  agrees  as  a 

second  payment  upon  said  purchase  money  on  or  before   , 

to  make  a  payment  in  the  sum  of   Dollars   ($ ),  to  be 


OPTIONS  AND  AGREEMENTS  FOR  SALE.        829 

evidenced  by  its   promissory   notes  for    Dollars 

($ )   each,  dated  the  day  of  the  execution  of  this  agreement,  and 

{layablc  not  exceeding  four  months  after  date,  and  bearing  the  endorse- 
ment of Within  ten  days  after  the  completion  of  the  inven- 
tory provided  for  by  paragraph  II  hereof,  the  remainder  of  the  pur- 
chase money  shall  be  paid  by  the  promissory  notes  of  the  party  of  the 

second  part,  endorsed  by  said    ,   which   notes   shall  be 

dated  as  of  the  day  of  the  execution  of  this  agreement,  and  shall  be 
pxyable  not  exceeding  four  months  after  date.  Interest  at  the  rate 
ol  five  per  cent.  (5%)  per  annum  shall  be  computed  on  all  the  notes 
ill  tills  paragraph  provided  t6  be  given  from  the  date  of  the  execu- 
tion of  this  agreement  until  the  date  of  the  maturity  of  the  notes,  and 
shall  be  paid  to  the  said  party  of  the  first  part  at  the  time  of  the  deliv- 
ery of  the  last  series  of  notes  herein  provided  to  be  given. 

XIX.  This  agreement,  and  all  of  its  parts  and  provisions,  shall  inure 
to  the  benefit  and  run  in  favor  of  and  be  obligatory  upon  the  respective 
successors  and  assigns  of  the  parties  hereto. 

In  witness  whereof,  the  said  party  of  the  first  part  hereto  has  caused 
its  corporate  name  to  be  hereto  affixed,  and  its  corporate  seal  to  be 
hereto  attached,  and  this  instrument  to  be  attested  by  the  signatures 
of  its  officers  thereunto  duly  authorized,  and  the  said  party  of  the  sec- 
ond part  has  hereunto  caused  its  corporate  name  to  be  hereto  signed 
by  its  first  vice-president,  thereunto  duly  authorized,  on  the  day  and 
year  first  above  written. 

Executed  in  duplicate. 


By 

[Seal]  '  Its  President. 

Attest: 


Secretary. 

By. 


Its   First    Vice-President. 


Signed,  sealed  and  delivered 
in  the  presence  of 


STATE  OF. 
Countv  of.  . 


ss: 


On   this    day   of    ,   19 .... ,   before   the   sub- 
scriber,  a   notary   public   within   and   for  said    County,   personallj'   came 

,  who  is  president  of  the  said    , 

a    corporation,   which   is   the   party   of   the   first   part 

in  the  foregoing  indenture,  and  acknowledged  that  the  name  of  said 
company  was  subscribed  to  the  foregoing  indenture  by  himself  as  the 
president  thereof,  and  that  the  seal  affixed  thereto  is  the  seal  of  said 
corporation,  and  that  said  name  was  subscribed  and  said  seal  attached 
to  the  foregoing  indenture  and  said  indenture  was  executed   on   behalf 

of   said    ,   by   the    authority    and    direction    of    said 

Company,  and  by   order   of   its   Board   of   Directors,   and   that   the   fore- 


830   CORPORATION  FORMS  AND  PRECEDENTS. 

going  indenture  is  the  act  and   deed  of  the  said    for  the 

uses  and  purposes  therein  mentioned. 

In    witness    whereof,   I   have    hereunto   set    my    hand   and    affixed    my 
notarial  seal,  the  day  and  year  last  above  written. 


Notary   Public. 
[Seal] 

See  forms  in  Chapter  XV,  post,  and  Form  12.37,  supra. 
See  also  for  forms  of  leases,  etc.,  Forms  1647-1651,  post. 

Form  1264. 

MINUTES  OF  DIRECTORS'  MEETING  TO  CONSIDER 
SALE  OF  ENTIRE  CORPORATE  PROPERTY. 

A   meeting   of   the   Board   of   Directors   of    

Company,   was    held    in    ,    Pennsylvania,    on   the    twenty-third 

day    of   December,   A.    D.    1908,    all    of    the   Directors    present,    namely: 
,   ,   ,    and    

A  letter  from  the    Brewing  Company  having  been  pre- 
sented,  of  which   the  following  is  a  copy: 

"... ,   ,  December  22nd,  1908. 

"To    Company, 


"Gentlemen;      At   a   meeting  of  the '  directors   of   the    

Brewing  Company,  held  this  day,  the  following  resolution  was  adopted 
which   I   herewith   submit  for  your   consideration: 

"  'Resolved,    That    a    proposition    be    made    by    this    Company    to    the 

Company  for  the  purchase  of  all   of  the  franchises  and 

property,  real,  personal  or  mixed,  of  the  said    Company 

for  the  sum  of  Two  Hundred  and  Ffty  Thousand  Dollars  ($250,000.00), 
to  be  paid  in  bonds  of  this  Company,  payable  in  gold  thirty  years  after 
date,  bearing  interest  at  the  rate  of  six  per  centum  (6%)  per  annum 
to  be  paid  semi-annually,  which  bonds  shall  be  secured  by  a  first  mort- 
gage upon  all  the  property  rights  and  franchises  now  owned  by  this 
Company,  or  which  it  shall  hereafter  acquire.  This  proposition  being 
made  with  the  understanding  that  there  shall  be  no   diminution  in   the 

assets  of  the  said   Company,  as  shown  by  its  statement, 

submitted  to  this  Company,  dated  November  the  1st,  1908,  except  the 
payment  of  a  dividend  of  Thirty-five  Thousand  Dollars  ($35,000.00), 
on  its  Common  Capital  Stock,  and  in  the  payment  of  the  liabilities 
shown  upon  said  statement,  or  which  shall  have  been  since  or  may 
hereafter  be  incurred  in  the  usual  and  ordinary  course  of  its  business 
pending    the    time    of    the    actual    transfer    of    title    to    this    Company. 

This  Company  to  pay  all  of  the  existing  liabilities  of  the   

Company  at  the  time  of  transfer. '  ' ' 

"Yours  truly, 

" Brewing    Co., 

"By    

"Secretary." 

On  motion  of  Mr ,  seconded  by  Mr ,  it  was 

agreed    that   the   proposition    of    the    Brewing    Company 


OPTIONS  AND  AGREEMENTS  FOR  SALE.        831 

containcil  in  the  aljove  letter  be  aceepted  subject  to  the  consent  of  the 
stockholders  of  this  Company,  and   it  was 

Rcsolveii,  That  a  meeting  of  the  stockholders  be  called  to  convene 
at  the  general  oQice  of  this  Coini»any  on  the  27th  day  of  February, 
A.  D.  11)09,  to  take  action  on  the  a|>iirov!il  or  disapi)roval  of  the  proposed 
sale  of  all   of  the  franchises  and    all    of   the   property,   real,   i>ersonal   or 

mixed   of   this  Company   to   the    Brewing   Company    for   the 

sum  of  two  hundred   and   fifty  thousand   dollars   to   be  paid   for   in   the 

bonds   of  the    Brewing  Company,   payable   in   gold   thirty 

years  after  date,  bearing  interest  at  the  rate  of  six  per  cent,  per  annum, 
to  be  paid  semi-annually,  which  bonds  shall  be  secured  by  a  first  mort- 
gage upon  all  of  the  property,  rights  and  franchises  now  owned  by  the 

Brewing    Company    or    which    it    shall    hereafter    acquire, 

and  that  the  Secretary  be  and  is  hereby  directed  to  give  notice  thereof 
as  required  by  law;  and  be  it  further 

Resolved,  That , ,  and , 

stockholders  of  this  Company  be  appointed  judges  to  conduct  such  elec- 
tion according  to  law  and  to  make  true  return  of  the  same. 

On  motion  of   ,  duly  seconded,  the  meeting  adjourned. 


Secretary. 

Form  1265. 

MINUTES  OF  SPECIAL  MEETING  OF  STOCKHOLDERS 

TO  CONSIDER  SALE  OF  ENTIRE 

CORPORATE  PROPERTY. 

Special  meeting  of  the  stockholders  of  the    Company, 

held  at  the  general  office  of  the  company  on  the  27th  day  of  February, 
1909,  at  10  o'clock  A.  M.,  pursuant  to  resolution  of  the  Board  of  Di- 
rectors adopted  on  the  23rd  day  of  December,  1908,  and  due  and  legal 
notice  thereof  as  required  by  law  and  the  Bylaws  of  this  Company. 

On  motion  of   ,  duly  seconded  by    ,   

was   elected   President   of   the   meeting. 

On  motion  of   ,  duly  seconded  by   ,   

was  elected   Secretary   of  the  meeting. 

Number  of  Shares. 
Present:  Preferred.     Common. 

50  50 

(By  i)rbxy)    950  650 

,      .." 100  100 

KstMte,  (By        , ,  Executors)     60  260 

'.,      10  40 

,      20  20 

5  50 

Total 1,105  1,170 

The  President  stated  the  purpose  of  the  meeting  lo  be  to  take  action 
for  or  against  the  sale  by  this  Company  of  all  the  franchises  and  prop- 
erty, real,  personal   and   mixed,  of   the    Company   to   the 

Brewing  Company,  as  per  notice. 


832   CORPORATION  FORMS  AND  PRECEDENTS. 

The  following  preamble  and  resolution  were  read  by  Mr : 

Whereas  on  the  22nd  day  of  December,  1908,  the    Brewing 

Company  submitted  to  this  Company,  by  letter  the  following  proposition: 
(See  letter  contained  in  preceding  form.) 

And  whereas,  at  a  meeting  of  the  Board  of  Directors  of  this  Company, 
held   on   the   twenty-third    day   of   December,   1908,   it   was   agreed   that 

the  above  proposition  of  the Brewing  Company  be  accepted 

subject   to  the  consent   of  the   stockholders  of  this   Company;   and 

Whereas,  at  said  last  mentioned  meeting  of  the  Board  of  Directors 
of  this  Company  it  was  resolved  that  a  meeting  of  the  stockholders 
be  called  to  convene  at  the  general  office  of  this  Company  on  the 
twenty-seventh  day  of  February,  A.  D.  1909,  at  ten  o'clock  A.  M.,  to 
take  action  on  the  approval  or  disapproval  of  the  proposed  sale  of  all 
the  franchises  and  of  all  of  the  property,  real,  personal  and  mixed   of 

this   Company   to   the    Brewing   Company   upon   the   terms 

contained  in  said  proposal. 

Now,  therefore,  be  it  resolved,  by  the  stockholders  of  the   

Company,  in  special  meeting  assembled  pursuant  to  the  aforesaid  resolu- 
tion  of   the   Board   of   Directors   and   call   duly   issued   thereunder,   that 

this  Company  accept  the  said  offer  of Brewing  Company 

and  sell,  assign,  and  transfer  and  convey  to  the  said Brewing 

Company  all  of  the  franchises  and  property,  real,  personal  aud  mixed 
of  the  said  Company,  saving  and  excepting  considera- 
tion moneys  to  be  received,  for  the  sum  of  two  hundred  and  fifty  thou- 
sand dollars  to  be  paid  in  bonds  of  the  Brewing  Com- 
pany of  the  denomination  of  five  hundred  dollars  each,  payable  in  gold 
thirty  years  after  date,  bearing  interest  at  the  rate  of  six  per  cent, 
per  annum,  to  be  paid  semi-annually,  which  bonds  shall  be  secured  by 
a   first   mortgage   upon  all   of   the   property,   rights   and  franchises   now 

owned    by    the    Brewing    Company    and    all    which    it    shall 

hereafter  acquire  including  those  to  be  acquired  from  the    

Comi)any,  and  that  a  deed  be  executed  for  all  of  said  property,  rights 
and  franchises  under  the  corporate  seal  of  this  Company,  signed  by  the 
President  and  attested  by  the  Secretary,  and  acknowledged  and  deliv- 
ered to  the  Brewing  Company. 

And  be  it  further  resolved,  that  the  aforesaid  sale  is  to  be  made  under 

and  subject  to  the  assumption  and  payment  by  the   Brewing 

Company  of  all  of  the  debts  and  liabilities  and  the  assumption  of  all 
contracts   of   the    Company. 

And,   upon    motion    of    ,    seconded    by    , 

the  judges  heretofore  appointed  by  the  Board  of  Directors,  to  wit: 
,  ,  and  ,  stockholders,  were  in- 
structed to  proceed  with  the  election  for  or  against  the  adoption  of 
said  preamble  and  resolution  and  for  or  against  said  sale,  and  make 
return  of  the  same.  The  said  judges  having  been  first  duly  sworn 
according  to  law,  a  ballot  was  had,  and  the  said  judges  reported  that 
in  due  form  and  manner  they  received  the  votes  of  the  stockholders 
of  the  Company  in  favor  of  or  against  the  adoption  of  said  preamble 
and  resolution  and  in  favor  or  against  said  sale,  and  that  at  said  elec- 
tion there  were  voted  in  favor  of  the  adoption  of  said  resolution  and 
in  favor  of  such  sale  fourteen  hundred  and  fifty  shares,  and  against  the 


OPTIONS  AND  AGREEMENTS  FOR  SALE.        833 

) 

adoption  of  said  preamble  and  resolution  and  against  said  sale  nine 
hundred  and  fifteen  shares,  thereby  evincing  the  consent  of  the  persons 
or  bodies  corporate  holding  the  larger  amount  in  value  of  the  capital 
stock  of  the  said  Company  to  the  adoption  of  the  said  preamble  and 
resolution   and   to  the  said   sale. 

Whereupon,  the  President  declared  the  said  resolution  carried  and 
that   said  sale   had   been  approved. 

Upon   motion  of    ,   seconded   by    ,   the   report 

of  the  judges  was  received  and  directed  to  be  filed  with  the  Secretary. 

At  the  same  time  the  consent  of  the  holders  of  a  majority  in  value 
of  the  stock  of  the  Company  was  obtained  in  writing,  and  upon  motion 

of   ,  seconded  by    ,  the  same  was   directed   to 

be   filed   with   the   Secretary. 

Upon  motion  of ,  seconded  by   ,  the  following 

preamble   and   resolution   were   adopted: 

Whereas,  it  has  this  day  been  ordered  by  vote  of  the  stockholders 
of  the  Company  that  all  property,  franchises,  etc.,  of  the  Company, 
reserving  consideration  money  received  thereafter,  shall  be  assigned 
to  and  vest  in  the   Brewing  Company;  and 

Whereas,  nothing  will  remain  to  be  done  hereafter  but  to  distribute 
the  consideration  money  amongst  the  stockholders  of  the  Company  pro 
rata. 

Resolved,  That  the  consideration  money  to  be  received,  i.  e.,  $250,000.00 

of   the   first   mortgage   bonds   of   the    Brewing   Company    shall 

be    delivered    to    the    Trust    Company    which    shall    act    as 

trustee  and  shall  forthwith  distribute  amongst  the  stockholders  of  the 

Company  for  every  five  shares  of  common  and  preferred 

stock  held,  one  of  the  said  bonds,  receiving  and  canceling  the  certificates 
of  shares  thus  liquidated. 

On  motion  of   ,  seconded  by  .,  the 

stockholders'  meeting  adjourned. 


Secretary. 
See  Forms  1264,  supra. 

Form  1266. 

CONSENT  OF  HOLDERS  OF  STOCK  TO  SALE  OF  ENTIRE 
CORPORATE  PROPERTY. 

We,  the  undersigned,  being  the  holders  of  the  majority  in  value  of  the 

stock  of  the    Company,  at  a  meeting  of  the 

stockholders  in  the , ,  on  the  27th  day  of 

February,  A.  D.  1909,  at  10  o'clock  A.  M.  for  the  purpose  of  taking 
action   on  the   approval   or   disapproTal   of   the   proposed   sale    of   all   the 

franchises  and  property,   real,  personal  or  mixed   of  the    

Company  to  the Brewing  Company  for  the  sum  of  two 

hundred    and    fifty    thousand    dollars,    to    be    paid    in    the    bonds    of    the 

Brewing    Company,    payable    in    gold    thirty    years 

after  date,  bearing  interest  at  the  rate  of  six  per  cent,  per  annum,  to  be 
paid  semi-annually,  which  bonds  shall  be  secured  by  a  first  mortgage  upon 
all  the  property,  rights  and  franchises  now  owned  by  the  said 


834      CORPORATION  FORMS  AND  PRECEDENTS. 

Brewing  Company  or  which  it  shall  hereafter  acquire,  hereby  consent  and 
agree  to  such  sale. 

In  Witness  "Whereof,  we  have  hereunto  set  our  hands  this  twenty-seventh 
day  of  February,  A.  D.  1909. 

Number  of  shares. 
Name  of  o^-ner.  Common.  Preferred. 


Executors  of  the  Estate  of 


60 

60 

200 

197 

375 

375 

1 

50 

50 

1 

'  1 

Form  1267. 

ELECTION  RETURN  UPON  PROCEEDINGS  TO  SELL 
ENTIRE  CORPORATE  PROPERTY. 

Company. 

Election  return  authorizing  the  sale  of  its  franchise  and  all  of  its  prop- 
erty, real,  personal  and  mixed,  to  the Brewing  Company. 

RESOLUTION   OF  THE  BOARD  OF  DIRECTORS. 

,   ,  Feb.  27,  1909. 

I  hereby  further  certify  that  the  following  resolution  was  adopted  by  a 
majority  of  the  entire  board  of  directors  of  the  Com- 
pany, at  a  meeting  held  at  the  general  office  of  the  Company  on  the 
twenty-third  day  of  December,  1908: 

"Eesolved,  That  a  meeting  of  the  stockholders  be  called  to  convene  at 
the  general  office  of  this  Company  on  the  27th  day  of  February,  A.  D.  1909, 
to  take  action  on  the  approval  or  disapproval  of  the  proposed  sale  of  the 
franchises  and  all  of  the  property,  real,  personal  or  mixed  of  this  Company 

to  the Brewing  Company  for  the  sum  of  two  hundred 

and  fifty  thousand   dollars  to  be  i)aid  in  the  bonds  of  the    

Brewing  Company,  payable  in  gold  thirty  years  after  date,  bearing  inter- 
est at  the  rate  of  six  per  cent,  per  annum  to  be  paid  semi-annually, 
which  bonds  shall  be  secured  by  a  first  mortgage  upon  all  of  the  property 

rights   and    franchises    now   owned    by   the    said    Brewing 

Company,  or  which  it  shall  hereafter  acquire,  and  that  the  secretary  be 
and  is  hereby  directed  to  give  notice  thereof  as  required  by  law;  and 
be    it    further 

Eesolved,  That ,  ,  and  ,  stock- 
holders of  t)iis  Company  be  appointed  judges  fo  conduct  such  election  ac- 
cording to  law  and  to  make  true  return  of  the  same. 

Attest : 

(Signed) 

[Seal]  Secretary. 

CORPORATE   NOTICE. 

Notice  is  hereby  given  that  a  meeting  of  the  stockholders  of  the 
Company  will   be   held   at  the   general   office  of 


OPTIONS  AND  AGREEMENTS  FOR  SALE.        835 

said    Coinpany    iu    , ,    on    the    27th    day    of    February, 

A.  D.  1909,  at  10  o'clock  A.  M.,  for  the  iiiir[)ose  of  taking  action  on  the 
approval   or   disapproval   of   the   proposed   sale   of  all   the   franchises,  and 

property,  real,  personal  or  mixed  of  the  said    Company 

to  the  lirowing  Company  for  the  sum  of  two  hun- 
dred   and   fifty    thousand    dollars,    to    lie    paid    for    in    the    bonds    of    the 

Brewing    Company,    payable    in    gold    thirty   years 

after  date,  bearing  interest  at  the  rate  of  six  per  cent.  i>er  annum,  to  be 
paid  semi  annually,  which  bonds  shall  be  secured  by  a  first  mortgage  upon 

all  the  proi)erty,  rights  and  franchises  now  owned  by  the  said 

Brewing  Company  or  which  it  shall  hereafter  acquire. 

(Signed)     ., 

Secretary. 

STATE  OF 

County  of  

being   duly   sworn,   doth   depose   and   say,   that   he   is 

the  secretary  of  the  Company;  that  a  notice  of  which 

the  above  is  a  copy  was  published  in  the  Gazette,  a  news- 
paper   of    general    circulation,    printed    and    published    in    the    County    of 

,    State   of    ,   once   a   week,   for   sixty 

days,  commencing  on   the  twenty-fourth   of   December,   1908. 

(Signed)    

Sworn   and    subscribed    to   before    me    this   twenty-seventh    day   of    Feb- 
ruary, 1909. 

(Signed)     

[Seal]  Notary  Public. 

Commission   expires   Jan.    23,    1911. 

judges'    RETtTRN. 

We,  the  undersigned  Judges,  appointed  by  the  board  of  directors  of  the 

Company    to    conduct    an    election    by    the    stockholders 

thereof  for  or  against  the  sale  by  the    Company  of  its 

franchises  and  all  its  property,  real,  personal  and  mixed,  to  the 

Brewing  Company,  on  the  terms  set  forth  in  the  foregoing  resohition,  do 
hereby  certify,  that  after  being  duly  sworn,  we  held  the  said  election  on 
the  27th  day  of  February,  1909,  at  the  ofTice  of  the  said  Company,  the 
time  and  place  fixed  for  holding  the  same,  of  which  sixty  days  previous 
notice  by  publication  was  duly  given,  and  in  due  form  and  manner  we 
received  the  votes  of  the  stockholders  of  the  said  company  in  favor  of  or 
against  said  sale;  and  at  the  said  election  there  were  voted  in  favor  of 
said  snle  1,450  shares,  and  against  said  sale  915  shares,  thereby  evincing 
the  consent  of  the  persons  or  bodies  corporate  holding  the  larger  amount 
of  the  capital  stock  of  the  said  company,  to  the  said  sale. 


Judges. 


836   CORPORATION  FORMS  AND  PRECEDENTS. 

OATH   OF  JUDGES. 

STATE  OF ,J 

County  of ^ 

On  this  twenty-seventh  day  of  February,  A.  D.  1909,  personally  appeared 

before  me,  a  Notary  Public,  in  and  for  the  county  aforesaid , 

,  and    ,  stockholders,   duly  appointed  judges 

by  the  board  of  directors  of  the  Company  to  conduct  an 

election  by  the  stockholders  of  said  Company  for  or  against  the  above- 
recited  proposed  sale,  to  be  held  on  the  27th  day  of  February,  A.  D.  1909, 
who  being  duly  sworn,  do  depose  and  say,  that  they  will  well  and  true 
return  make  of  the  same. 

(Signed)    

( Signed )    

(Signed)    

S.vorn  to  and  subscribed  before  me  the  day  and  year  aforesaid. 


[Seal]  iNotary  Public. 

Commission  expires  Jan.  28,  1911. 

See  for  judges  and  inspectors  of  elections.  Cook  on  Corporations,   §605; 
Clark  &   M.,  Corp.,   §  64«b. 

See  Forms  1443,  1444,  post. 


CHAPTER  XV. 

AGREEMENTS   AND   OTHER   INSTRU- 
MENTS CONCERNING  THE  ISSUE 
OF  STOCK  FOR  PROPERTY. 

Form  1268. 
PROPOSAL  TO  EXCHANGE  PROPERTY  FOR  STOCK. 

To  the    Company : 

Gentlemen  :  I  hereby  propose  to  sell  and  transfer  to  your  Company 
in  exchange  for  $100,000  of  the  capital  stock  thereof,  full  paid  and  non- 
assessable,  the   business   now   conduct^d  by   me   at    

Street  for  the  manu- 
facture and  sale  of   ,  consisting  of  the  plant, 

stock  on  hand  and  in  process  of  manufacture,  raw  material,  machinery, 
tools  and  apparatus  of  every  description,  together  with  all  accounts  due 
and  bills  receivable,  including  cash  on  hand  and  all  trade-marks,  pat- 
ents and  secret  processes  and  the  good-will  of  the  business,  wilh  the  un- 
derstanding that  your  Company  is  to  take  over  the  business  as  a  going 
concern  and  assume  and  pay  all  outstanding  obligations  of  every  kind. 

If  this  proposition  is  accepted,  the  above  mentioned  $100,000  of  capi- 
tal stock  is  to  be  issued  to  my  order  upon  the  delivery  to  your  Company 
of  proper  instruments  of  transfer  and  conveyance  of  the  above  mentioned 
property  and  rights. 

Very  truly   yours, 


Dated. 


See  generally  as  to  the  issue  of  stock  for  property.  Cook  on  Corporations, 
§§  18-24,  43-50,  428,  76(5;  Clark  &  M.,  Corp.,  §§  384-380. 

See  for  other  forms  of  offer  to  exchange  property  for  stock,  Forms  1146, 
1153,  1156,  supra,  and  Form   1269.  2)o,sf. 

Form  1269. 
OFFER  TO  TRANSFER  PROPERTY  FOR  STOCK. 

To    Company : 

1  hereby  make  offer  to   Company  to  transfer  to  said 

Company  comjdete   title   in   fact   and  of   record   free   from   lien   or   incum- 
brance,   to   the    following   described    real    (or   personal)    property,   to   wit: 

,  in  exchange  for  shares  of  the  capital 

stock  of  said  corporation.     This  offer  is  subject  to  withdrawal  on  my  part 
if  not  accepted  within   days  from  the  date  hereof. 

Dated  at  ,  ,  19 

[Seal] 

837 


838      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1270. 
DIRECTORS'  RESOLUTION. 

Eesolved,    That    this   Company   accept   the   proposition   of    

to  sell  to  this  Company  the  plant,  property,  rights  and  credits,  good-will, 

etc.,  of  the  business  carried  on  by  him  as   manufacturer 

in   ,  and  the  board  of  directors  do  hereby  adjudge  and 

declare  that  the  said  property  is  of  the  fair  value  of  $100,000,  and  that 
the  same  is  necessary  for  the  business  of  the  Company. 

Eesolved,  That  the  form  of  the  proposed  agreement  for  the  sale  of  said 
property  presented  at  this  meeting  be,  and  the  same  hereby  is  approved, 
and  the  president  and  secretary  of  this  Company  are  hereby  authorized 
and  directed  to  execute  said  agreement  on  behalf  of  this  Company  and  to 
affix  the  corporate  seal  thereto,  and  to  issue  certificates  of  the  full  paid 
capital  stock  of  this  Company  to  the  amount  of  $100,000  to  the  order  of 
the  said   as  provided  in  said  agreement. 

See  Forms  1268,  1269,  supra. 

See  Cook  on  Corporations,  §§18-24,  43-50,  523,  766;  Clark  &  M.,  Corp., 
§§384,  385. 

See  for  other  forms  of  directors'  resolution.  Forms  1146,  1153,  1156, 
supra  and  Forms  1283-1290,  post. 

Form  1271. 
STOCKHOLDERS'  RESOLUTION. 

Resolved,  That  the  action  of  the  board  of  directors  taken  on  the 
day  of  ,  19.  . . .,  whereby  they  voted  to  pur- 
chase  of    his  business  as   manufacturer  at    

as  specified  in  said  resolution,  and  to  issue  to  the  order  of 

the   full   paid   stock   of   this    Company   to   the   amount    of   $ in 

payment  therefor,  is   hereby  ratified  and  approved. 

See  generally  as  to  the  power  of  stockholders  to  contract  for  the  cor- 
poration, Cook  on  Corporations,  §  709;  Clark  &  M.,  Corp.,  §  698. 

See  notes  to  Form  1270,  supra. 

Form  1272. 
STOCKHOLDERS'  RESOLUTION  DIRECTING  PURCHASE. 

Whereas,  has  offered  to  sell  to  this  Company  his  busi- 
ness   as   a    manufacturer    at    including    all 

the  plant,  property  and  assets,  and  the  good-will  of  the  business  in 
consideration    that   this    Company   will    issue    to    the    order    of   the    said 

the   capital   stock    of   this    Company    to    the   amount    of 

$100,000,  full  paid  and  non-assessable,  as  appears  by  the  written  propo- 
sition of  the  said   ,  dated  19 .... ,  and 

Whereas,  it  appears  to  the  stockholders  that  said  property  is  neces- 
sary for  the  business  of  this  Company  and  that  the  same  is  of  the  fair 
value  of  $100,000. 

Resolved,  That  the  board  of  directors  of  this  Company  be  and  they 
are  hereby  authorized  in  their  discretion  to  purchase  the  property  above 
mentioned  in  accordance  with  said  offer  and  to  issue  said  stock  to  the 
amount  of  $ par  value  in   payment  therefor. 

Stockholders  authorizing  the  issue  of  stock  for  property  taken  at  an  over 


ISSUE  OF  STOCK  FOR  PROPERTY.      839 

valuation,  cannot  complain;  See  Cook  on  Corporations,  §39;  Clark  &  M., 
Corp.,  §§  .S9,S,  :m). 

See  notes  to  Form  1271,  supra. 

Form  1273. 

AGREEMENT  FOR  THE  PURCHASE  OF  PROPERTY  AND 
PAYMENT  THEREFOR  IN  STOCK. 

Agreement    executed   at    ,   this    day    of 

,    10....,    between     of    

of  the  one  part,  hereinafter  called  the  vendor,  and  the    

Company,  a  corporation  of  the  State  of  ,  of  the  other 

part,  hereinafter  called   the   vendee. 

Whereas,  The  Vendor  is  the  owner  of  the  property  hereinafter  de- 
scribed in  Article  One,  or  has  it  within  his  power  to  convey  or  cause 
to  be  conveyed  a  good  title  to  the  same. 

And  Whereas,  The  vendee  desires  to  purchase  the  said  property  from 

the  vendor  for  the  sum  of   dollars,  the  board  of  directors 

of  the  vendee  corporation  having  declared  the  said  property  as  .shown 
in  the  enumeration  thereof,  in  Article  One,  to  be  of  the  fair  value  of 
dollars,  and  necessary  for  the  purposes  of  its  organ- 
ization and  business. 

And  Whereas,  The  vendee  desires  to  issue  its  capital  stock  in  payment 
for  the  said  property. 

Now  Know  All  Men,  That  the  parties  hereto  have  mutually  covenanted 
and  agreed  as  set  forth  in  the  following  numbered  articles: 

Article  One:  The  vendor  hereby  sells,  assigns,  transfers  and  sets 
over  unto  the  vendee,  its  successors  and  assigns,  the  following  property 
at  the  prices  named,  to-wit:  (Here  enumerate  the  property  and  valu- 
ation.) 

It  is  understood  and  agreed,  hovever,  that  the  property  is  sold  in 
bulk,  and  that  the  prices  named  after  the  separate  items,  as  above 
enumerated,  are  conditioned  upon  the  vendee  actually  purchasing  and 
paying  for  all   the  property  so  enumerated. 

Article  Two:  The  vendee  hereby  purchases  from  the  vendor  the 
property  enumerated  in  Article  One,  and  at  the  prices  therein  stated, 
and  agrees  to  purchase  and  hereby  does  purchase  all  of  the  said  prop- 
erty at  and  for  the  price  or  sum  of dollars. 

Article  Three:  The  vendee  hereby  issues  unto  the  vendor  and  the 
vendor   accepts  from   the   vendee,   capital   stock   of  the   vendee   corporation 

at   par   value   in   the   sum   of    dollars,   being    

shares  at  the  par  value  of  dollars  each,  in  full  pay- 
ment and  discharge  of  the  purchase  price  of  the  said  property  before 
enumerated. 

The  vendee  agrees  to  issue  certificates  for  the  said  stock,  or  any  part 
thereof,  to  the  said  vendor,  and  to  such  persons  as  the  vendor  may  by 
writing  designate,  and  in  the  absence  of  any  designation  on  the  part  of 


840      COKPORATION  FORMS  AND  PRECEDENTS. 

the  vendor  to  the  contrary,  certificates  for  the  said  stock  shall  be  issued 
as  follows: 

Xame.  Shares. 


The  said  stock  is  hereby  declared  full  paid  and  non-assessable. 

Article  Four:  This  agreement  shall  have  the  full  force  and  virtue 
of  a  bill  of  sale,  and  is  intended  to  pass  title  from  the  vendor  to  the 
vendee  upon  delivery. 

Article  Five:  The  vendor  agrees  to  make,  execute  and  deliver  any 
further  writings  which  may  be  necessary  or  convenient  to  vest  a  per- 
fect and  unclouded  title  to  the  said  property  in  the  vendee,  and  to 
secure  to  the  vendee  the  full  benefit  and  enjoyment  of  the  property 
hereby  purchased. 

Witness  the  hand  and  seal  of  the  vendor,  the  hand  of  the  president 
of  the  vendee  corporation,  the  corporate  seal  thereof,  and  the  hand 
of  the  secretary  in  attestation,  the  day  and  year  first  above  written. 

[Seal] 

Company, 

By  

President. 
Attest: 


Secretary. 
Signed,  sealed  and  delivered  in  the  presence  of: 


See  notes  to  Form  1268,  supra. 

See  also  Forms  1260,  1262,  1264-1267,  supra. 

Form  1274. 

AGREEMENT  FOR  THE   SALE   OF  BUSINESS  TO  A 
NEW  CORPORATION. 

Agreement   made   this    day   of    ,    19 .... , 

between  A,  B,  and  C,  all  of    (hereinafter   called  the 

"Vendors"),    of    the    one    part,   and    the    Company,    a 

corporation    duly   organized   and    existing   under   the   laws    of   the    state 

of (hereinafter  called  "the  Company"),  of  the  other 

part: 

Whereas    the    vendors    have   for    some    time    carried    on    the    business 

of at ,  in  the  county  of 

and    state    of    ,    and    said    vendors    have    determined    to 

transfer  the  said  business  to  a  corporation,  and  with  a  view  thereto 
have  caused  the  incorporation   of   the   Company  under   the  laws   of  the 

State  of   ,  with  a  capital  stock  of  $ ,  divided  into 

shares  of  the  par  value  of  $ each. 

Now   therefore   this   agreement   witnesseth: 

1.     The    vendors    shall    sell    and    the    Company   shall 

purchase: — 


ISSUE  OP  STOCK  FOR  PROPERTY.      841 

The  good-will  of  the  busiuess  heretofore  carried  on  by  the  vendors 
at    and   elsewhere. 

All  an('  singular  the  lands,  tenements  and  hereditaments,  leaseholds, 
property,  buildings,  machinery,  fixtures,  plant,  furniture,  stock  in  trade, 
implcnienfs,  utensils,  patents,  trade  marks,  licenses,  copyrights,  bills,  notes, 
books  of  account,  and  fire  insurance  policies,  to  which  the  vendors  are  en- 
titled in  connection  with  the  said  business;  all  debts  owing  to  the  vendors 
in  connection  with  the  said  business,  and  the  full  benefit  of  all  securities  for 
the  same;  and  the  full  benefit  of  all  contracts  and  engagements  in  connection 
with  the  said  business. 

The  above  mentioned  assets  are  more  particularly  described  and 
specified  in  the  statement  thereof  which  is  hereto  annexed  and  marked 
Exhibit  "A,"  and  made  a  part  hereof. 

2.  Part   of   the   consideration   for   the   said   sale   shall   be   the   sum   of 

$ ,  which  shall   be   paid   and   satisfied  as  follows:      As   to   the 

sum  of  $ ,  in  cash,  and  as  to  the  sum  of  $ ,  by 

the  allotment  to  the  vendors  or  their  nominees  of shares  of  th3 

full-paid  non-assessable  capital  stock  of  the    Company 

of  the  par  value  of  $ each,  to  be  numbered    to    , 

inclusive,  and  as  to  the  sum  of  $ ,  by  the   allotment   to  the 

vendors  or  their  nominees  of  $ in  first  mortgage  bonds  of  the 

Company   to   be    issued    and   bearing   interest   at    the 

rate   of    per  cent,  per  annum   as   from   the    day   of 

,   19..-- 

The  consideration  for  the  stock  in  trade  shall  be  such  a  sum  as  shall 

be  certified  by  Messrs of    to  be  the 

fair  value  thereof  or  if  any  difficulty  shall  arise  in  obtaining  their  cer- 
tificate then  a  sum  equal  to  the  fair  value  of  such  property,  and  any 
differences  in  reference  thereto  shall  be  certified  to  the  decision  of  three 
arbitrators,  one  to  be  appointed  by  the  vendors,  one  by  the  Company, 
and  the  other  by  the  two  arbitrators  so  chosen. 

3.  The  said  real  estate  is  sold  free  from  all  incumbrances  (except 
as  herein  specifically  mentioned)  and  subject  to  existing  leases  under 
which  the  premises  at    are  now  held. 

4.  The  description  of  the  said  several  tracts  of  real  estate  herein 
sold  and  contained  in  said  Exhibit  "A"  is  believed  to  be  correct,  but 
if  any  error  should  be  found  therein,  the  same,  if  capable  of  being  com- 
pensated shall  not  annul  the  sale,  but  a  fair  compensation  shall  be 
allowed  by  the  vendors  in  respect  thereof. 

5.  The  Company  shall  make  its  objections,  if  any,  in  respect  of  the 
vendors'  title  to  the  said  real  estate  and  transmit  the  same  to  Messrs. 

,  the  vendors '  solicitors,  within   days  from 

the  delivery  of  the  abstract  of  title,  which  said  abstract  shall  be  deliv- 
ered  to   said   Company  or   its  solicitors   within    days   from  the 

date  hereof,  and  in  default  of  such  objections,  if  none,  and  subject  to 
such,  if  any,  shall  be  deemed  to  have  accepted  the  title. 

6.  If  the  Company  shall  make  any  objection  as  to  title,  conveyance 
or  otherwise  which  the  vendors  shall  be  unable,  or  on  the  ground  of 
expense,  delay,  or  otherwise  shall  be  unwilling  to  comply  with,  the 
vendors   may,   notwithstanding   any   previous    negotiations   or    litigation. 


842      CORPORATION  FORMS  AND  PRECEDENTS.     • 

by  notice  in  -n-ritiug  determine  this  agreement  without  giving  rise  to 
any  claim   for   damages   or   otherwise. 

7.  The   purchase   shall   be   completed    on    the    day   of 

,   19 .... ,   at   the   office   of   Messrs , 

St.,    ,    when    possession    of    the 

premises  shall,  so  far  as  possible,  be  given  to  the  Company,  and  the 
consideration  aforesaid  so  far  as  the  same  consists  of  cash  and  shares 
of  stock  shall  be  paid  and  satisfied,  subject  to  the  provisions  of  this 
agreement,  and  thereupon  the  vendors  and  all  other  necessary  parties, 
if  any,  shall  at  the  expense  of  the  Company,  execute  and  do  all  such 
acts  and  things  as  may  be  reasonably  required  to  vest  the  said  premises 
in  the  Company  and  give  it  the  full  benefit  of  this  agreement. 

8.  If  from  any  cause  whatsoever  other  than  the  wilful  default  of  the 

vendors,   the   purchase   shall   not   be   completed   on   the   said    

day  of    ,   19....,  the  Company  shall  pay  interest  on  the 

said  sum  of  $ cash  at  the  rate  of   per  cent,  per  annum, 

until  the  purchase  shall  be  completed. 

9.  Save  as  herein  provided  the  vendors  shall  pay,  satisfy  and  dis- 
charge all  the  debts  and  liabilities  in  connection  with  the  said  business 

as  of  the day  of ,  19. . .  .,  and  shall  indemnify 

the  Company  against  all  proceedings,  claims  and  demands  in  respect 
thereof. 

10.  The   possession    of   the   said   premises    shall   be   retained   by    the 

vendors  up  to  the   said    day   of    ,   19 , 

and  in  the  meantime  they  shall  carry  on  the  business  in  the  same  man- 
ner as  before,  so  as  to  maintain  the  same  as  a  going  concern,  and  they 
shall  from  the  date  hereof  be  deemed  to  be  carrying  on  such  business 
on  behalf  of  the  Company  and  shall  account  and  be  entitled  to  be  indem- 
nified accordingly. 

11.  The  vendors  shall  covenant  with  the  Company  that  they  or  any 
of  them  will  not  at  any  time  hereafter,  either  severally  or  jointly,  alone, 
or  as  manager,  or  agent  for  any  other  person  or  corporation,  directly 
or  indirectly,  carry  on  or  be  engaged  or  concerned  or  interested  in  the 

business  of or  permit  or  suffer  their  or  any  of  their  names, 

respectively,  to  be  used  and  employed  in  carrying  on   or  in  connection 

with  the  said  business  of    within    miles  of  the 

said  premises  hereinbefore  described,  save  so  far  as  said  vendors  or  any 

of  them  shall  as  a  stockholder  of  the   Company  bo 

interested,  or  as  officer  or  agent  of  the  Company  be  employed  in  the 
business  of  the  Company. 

12.  All  books  of  account  of  the  said  firm  and  all  books  of  reference 
to  customers  and  all  other  books  and  documents  of  the  said  firm  (except 
such  as  relate  exclusively  to  the  private  affairs  of  the  individual 
members  of  said  firm)  shall  be  delivered  by  the  vendors  to  the  Com- 
pany on  possession  being  given  of  the  premises,  pursuant  to  the  provi- 
sions in  that  behalf  hereinafter  contained,  and  the  Company  shall 
thenceforth,  subject  to  the  following  proviso,  be  entitled  to  the  custody 
thereof,  and  to  the  use  thereof  for  the  purpose  of  carrying  on  its  busi- 
ness; but  the  vendors  shall  have  free  access  at  all  reasonable  times  to 
such  of  the  said  books  and  documents  as  show  or  relate  to  the  outstand- 
ing  book    accounts    and    claims    of    the    vendors,    or    may    otherwise    be 


ISSUE  OF  STOCK  FOR  PROPERTY.      843 

required  to  enable  the  vendors  to  collect  and  get  in  tlicir  assets  of  the 
said  firm  not  hereby  agreed  to  be  sold,  and  to  liquidate  the  affairs 
thereof;  nevertheless  when  and  so  soon  as  any  of  the  said  books  of 
reference  or  other  books  shall  cease  to  be  necessary  for  the  carrying 
on  of  said  business,  the  same  shall  be  delivered  over  to  the  vendors 
who  shall  thereupon  become  absolutely  entitled  thereto. 

1.3.  The  vendors  shall  be  entitled  to  such  accommodation  as  they  may 
reasonably  require  in  the  oflice  of  the  Company  in  the  said  premises 
for  the  purpose  of  collecting  the  book  and  other  accounts  due  to  the 
said  firm  in  respect  of  the  said  business  and  in  liquidating  the  affairs 
thereof,  and  the  vendors  shall  make  all  such  book  and  other  accounts 
payable  at  the  said  premises  and  at  no  other  place,  the  object  being 
to  secure  the  continuous  resort  of  the  customers  of  the  said  firm  to  the 
said  premises  and  so  to  give  the  Company  the  full  benefit  of  the  good- 
will of  the  said  business. 

14.  The  vendors  guarantee  that   the  book  accounts  incluiled   in   the 

sale  aforesaid  shall  in  the  aggregate  produce  the  sum  of  $ ,  being 

the  amount  at  which  they  are  included  in  the  sale,  and  unless  they 
shall  within  the  period  of  12  calendar  months  from  the  date  hereof 
produce  that  sum,  the  vendors  shall  if  so  required  by  the  Company,  pay 
to  the  Company  a  sum  sufiicient  to  make  good  the  deficiency  and  they 
shall   thereupon  be   entitled  to   the   uncollected   book   debts   aforesaid. 

15.  The  Company  shall  collect  on  behalf  of  the  vendors,  all  the 
book  accounts  of  the  vendors  excepted  from  the  sale  hereby  agreed 
to  be  made,  and  in  doing  so  the  Coinpany  shall  act  under  the  direction 
of  the  vendors  and  shall  once  a  month  account  to  the  vendors  for  all 
moneys  so  collected  less  all  expenses  of  collection;  and  for  the  purpose 
of  facilitating  such  collections  the  vendors  shall  do  whatever  the  Com- 
pany may  reasonably  require,  and  the  Company  shall  not  be  responsible  for 
any  losses  or  the  costs  of  the  collections  aforesaid. 

16.  The  Company  shall  subject  to  the  consent  of  the  insurance 
company  and  to  the  completion  of  the  purchase  be  entitled  to  tlie  benefit 
of  the  current  insurance  on  the  premises. 

17.  The  vendors  shall  pay  all  the  costs  of  and  incidental  to  the 
preparation  and  execution  of  this  agreement  and  of  the  organization  of 
the  Company,  and  all  other  legal  expenses  incident  to  the  formation 
thereof,  and  generally  all  primary  expenses  whatsoever,  incurred  in 
relation  to  the  Company  down  to  the  first  general  allotment  of  stock 
therein. 

18.  The  validity  of  this  agreement  shall  not  be  impeached  on  the 
ground  that  the  vendors  as  promoters  or  otherwise  stand  in  a  fiduciary 
relation  to  the  Company,  and  that  the  directors  having  accepted  oflSce 
at   their  request   do  not   constitute  an   independent   board. 

19.  Unless   before   the    day   of    ,    19 ,   the 

Company  shall  have  become  entitled  to  commence  business,  either  of 
the  parties  hereto  may  by  notice  in  writing  to  the  other,  determine 
this  agreement,  except  as  to  clause  17  hereof,  but  such  determination 
shall  not  give  rise  to  any  claim  for  compensation,  expenses  or  other- 
wise. 

20.  Any  notice  hereunder  may  be  served  on  the  vendors  by  sending 
the     same     through     the    United     States    mail     addressed     to     them     at 


844   CORPORATION  FORMS  AND  PRECEDENTS. 

,   and   shall    be    deemed    to    have   been    served    within 

24  hours  after  the  same  is  posted. 

21.  This  agreement  is  to  be  construed  and  take  effect  as  a  con- 
tract made  in  the  State  of   and  in  accordance  with  the 

laws  of  said  State. 

In  witness  whereof,  etc. 

See  Forms  1260-1262,  supra. 


Form  1275. 

AGREEMENT  FOR  THE  PURCHASE  OF  PROPERTY  BY 
A  CORPORATION. 

An  agreement,  made  this day  of ,  19 .... ,  by  and 

between and ,  his  wife,  of  the  City  of , 

County  of   and  State  of  (hereinafter  called  the 

vendors)  of  the  first  part,  and ,  a  corporation  organized  under 

the  laws  of  the  State  of  (hereinafter  called  the  Company) 

of  the  second  part. 

Whereas,  the  vendors  are  the  owners  of  the  property  described  in  para- 
graph I  hereof;  and 

Whereas,  the     Company  has  an  authorized  capital  stock  of   

Dollars    ($ )    divided   into    ( )    shares   of 

the  par  value  of Dollars  ($ )  each;  and 

Whereas,  the  Board  of  Directors  of  the  Company  have  investigated  the 
value  of  such  property  and  as  the  result  of  such  investigation  have  ad- 
judged   and    declared    said    property    to  •  be    of    the    full    and    fair    value 

of   $ and    that   it    is    desirable   that   the   Company   acquire   the 

same  in  order  to  carry  out  its  objects  and  purposes; 

Now  Therefore  this  Agreement  Witnesseth,  That  for  and  in  considera- 
tion of  one  dollar  ($1.00)  in  hand  paid  by  the  Company  to  said  vendors, 
the  receipt  of  which  is  hereby  acknowledged,  the  said  vendors  have  granted, 
sold,  assigned,  transferred  and  set  over  and  do  hereby  grant,  sell,  assign, 
transfer,  and  set  over,  with  general  warranty  of  title  unto  the  Company, 
its   successors   and   assigns,    all   the   following    described   property,   to-wit : 

;  the  said  vendors  hereby  granting,  selling, 

assigning,    transferring   and    setting    over    unto    the    Company,    its    suc- 
cessors, and  assigns,  all  the  right,  title  and  interest  of  the  vendors  in  and 

to  the  property  described  in  a  certain  deed  executed  by   to 

,    dated    and    recorded    on    

in  the  Clerk 's  office   of    . .' County,    

II.     The  Company  hereby  agrees  to  issue  to  said   ,  and  to 

such  nominees  as  the  said    shall  in  writing  hereafter  direct, 

at  such  times  and  in  such  amounts  as  he  shall  direct,  certificates  of  stock 

of   the   Company   to   the   aggregate    amount    of    ( ) 

shares  of  full  paid  and  non-assessable  stock   of  the  Company. 

In  Witness  Whereof,  the  said  vendors  have  hereunto  set  their  hands  and 
seals,  and  the  said  vendee  tas  caused  this  instrument  to  be  signed  in  its 


A 


ISSUE  OF  STOCK  FOR  PROPERTY.      845 

behalf  by  its  officers  thereunto  duly  authorized  and  its  corporate  seal  to 
be  hereunto  afilxed  the  day  and  year  first  above  written. 

[Corporate    Seal]  [Seal] 

Attest :  [Seal] 

Company. 

Secretary.  By   

Its  President. 
In  the  presence  of 


(Acknowledgments.) 

See  Cook  on  Corporations,   §§18-24,  43-50,  423,  766;   Qark  &  M.,  Corp., 

§§384-385. 

Form  1276. 

AGREEMENT  TO  ISSUE  PAID  UP  STOCK  FOR  A  DEBT 
TO  CONSTRUCTION  COMPANY. 

An  agreement  made  the    day   of    ,   19.  . .  ., 

between  The   Company,  of  the  one  part,  and  the   

Company,  of  the  other  part: 

Whereas  by  an  agreement,  dated  the   day  of    , 

and   made   between   the    Company,   of   the   one   part,   and    The 

Company,  of  the  other  part,  The   Company  agreed 

to  pay  the   Company   for   the   works   undertaken   therein   by 

the Company  in  connection  with  constructing  an  embankment 

at  the  sum  of  $ ,  whereof  the  sum  of  $ 

is  payable  by  instalments  in  manner  therein  mentioned: 

And  Whereas  an  instalment  of  $ part  of  the  said  last  mentioned 

sum,  will  become  payable  to  the Company  on  the day 

of  ,  19 ,  next. 

Now  it  is  hereby  agreed  as  follows: 

1.     The    Company   shall,   on   or   before   the    

day   of    next,    allot    to    the    Company   or    its 

nominees    shares  of  $ each  in  The    

Company,   which   shares    shall    be    deemed,    for   all   purposes,    to   be   fully 

paid  up,  and  shall  be  numbered  in  the  books  of  The Company 

with  the  numbers to   inclusive. 

2 Company  shall  accept   the  said  shares  in   full 

satisfaction,  and  discharge  of  the  said  instalment  of  $ ,  and  of  all 

claims  and  demands  iu  respect  thereof. 

In  Witness,  etc. 


See  Forms  1260-1262,  supra. 
See  notes  to  Form  1268,  supra. 


846      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1277. 

AGREEMENT  TO  SELL  PROPERTY  FOR  STOCK 
AND  BONDS. 

STATE  OF  TEXAS,) 
County   of   Potter.     J^^* 

Know  all  Men  by  These  Presents:  That  we,  H.  H.  Davenport  &  Com- 
]iany,  a  firm  composed  of  H.  H.  Davenport  and  W,  W.  Taylor,  parties  of 
the  first  part  and  J.  E.  Nunn,  party  of  the  second  part,  all  of  Potter 
county,  Texas,  have  this  day  made  and  entered  into  the  following  contract 
and  agreement  in  duplicate,  to  wit: 

The  party  of  the  second  part,  for  the  consideration  hereinafter 
mentionedj  doth  for  himself,  his  executors  and  administrators  covenant, 
promise  and  agree  to  sell,  transfer  and  deliver  to  the  parties  of  the  first 
part,  their  successors  and  assigns  all  apparatus,  franchise  rights,  privileges, 
supplies,  office  fixtures  and  furniture  and  all  accessories  thereto  now  used 
in  operating  the  telephone  exchange  of  the  said  J.  E.  Nunn,  in  Amarillo, 
Texas,  except  the  building  used  for  business  offices,  and  all  poles,  wires, 
and  construction  and  accessories  thereto  now  on  hand  owned  and  being 
used  by  the  said  Amarillo  Telephone  Exchange  in  connecting  all  instru- 
ments in  and  near  said  town  of  Amarillo,  Texas,  which  are  using  Amarillo 
as  their  switching  station,  except  the  toll  leads  from  the  edge  of  town, 
magneto  switchboards,  terminal  racks  and  arresters  and  instruments  used 
and  owned  by  the  said  J.  E.  Nunn  in  connection  with  said  exchange. 

The  parties  of  the  first  part,  for  and  in  consideration  of  the  above 
covenants  and  agreements  hereby  -agree  and  bind  themselves,  their  execu- 
tors and  administrators,  to  assign,  transfer  and  deliver  to" the  said  party 
of  the  second  part  one  hundred  thousand  dollars  in  bonds,  said  bonds  draw- 
ing six  per  cent,  per  annum  interest,  and  to  be  twenty-year  gold  bonds  of 
the  Panhandle  Telephone  &  Telegraph  Company,  a  corporation  duly  incor- 
porated under  the  laws  of  the  territory  of  Arizona,  and  to  be  of  date 
not  later  than  July  1st,  1908,  and  one  hundred  thousand  dollars,  in  shares 
of  the  capital  stock  of  the  said  Panhandle  Telephone  &  Telegraph  Com- 
pany, interest  on  the  bonds  to  be  paid  from  the  date  of  turning  over  the 
plant  to  the  date  of  the  bonds  by  the  Panhandle  Telephone  &  Telegraph 
Company  to  the  party  of  the  second  part,  and  further  agree  to  add  to  the 
said  Amarillo  Telephone  Exchange  and  apparatus  sufficient  additions 
and  improvements  to  make  the  said  telephone  exchange  a  first  class  one 
in  every  respect  and  of  the  latest  devices  and  twelve  hundred  working 
telephones;  and  also  to  construct  and  build  a  modern  three-story  brick 
building  30x100  feet  on  the  N.  W.  corner  of  Sixth  and  Taylor  streets  in 
the  town  of  Amarillo,  Texas,  said  building  to  be  used  as  an  exchange 
building  by  the  Panhandle  Telephone  &  Telegraph  Company,  unless  the 
board  of  directors  deem  it  expedient  to  arrange  for  other  quarters.  And 
for  this  plant  complete  the  said  parties  of  the  first  part  are  to  receive 
from  the  said  Panhandle  Telephone  &  Telegraph  Company  under  a  con- 
tract to  be  hereinafter  made  and  entered  into  two  hundred  and  twenty- 
five  thousand  dollars  in  the  above  described  bonds  and  two  hundred 
and  twenty-five  thousand  dollars  of  the  capital  stock  above  described, 
which  said  last  amount  of  bonds  will  be  the  full  amount  of  bonds  out- 
standing of  an  issue  of  three  hundred  and  thirty  thousand  dollars  in  bonds 


ISSUE  OF  STOCK  FOR  PROPERTY.      847 

by  the  said  Paiihandlc  Telephone  &  Telegraph  Company,  leaving  a  balance 
of  one  hundred  and  five  thousand  dollars  in  bonds  in  the  treasury  of  the 
said  last  mentioned  company. 

The  capital  stock  of  the  said  Panhandle  Telephone  .!>:  Telegraph  Com- 
pany is  in  the  sum  of  five  hundred  thousand  dollars  and  after  payment  of 
the  above  mentioned  capital  stock  to  the  said  parties  of  the  first  part 
there  will  be  remaining  in  the  treasury  of  the  said  last  mentioned  telephone 
company  one  hundred  and  seventy-five  thousand  dollars  of  the  capital  stock. 

It  is  expressly  agreed  to  and  understood  that  the  Panhandle  Telephone 
&  Telegraph  Company  is  to  give  connection  to  the  toll  lines  belonging  to 
the  Amarillo  Telephone  Exchange  and  the  Northwest  Texas  Telephone 
Company,  their  successors  and  assigns,  ami  to  handle  the  toll  business  of 
the  said  companies  at  the  rate  of  commission  common  in  Texas. 

It  is  also  agreed  and  understood  that  the  following  oflicials  shall  be 
elected  to  hold  office  the  first  year,  viz.,  J.  E.  Nunn,  president;  W.  W. 
Taylor,  vice-president;  II.  H.  Davenport,  secretary;  M.  Lo  Master,  treas- 
urer, and  Horace  Gooch,  general  manager,  these  five  before  mentioned  to 
constitute  the  board  of  directors  for  the  first  year. 

Immediately  upon  the  action  of  the  city  council  upon  the  question  of 
rates  the  said  second  party  will  transfer  by  bill  of  sale  to  the  first  parties 
the  property  above  described,  at  which  time  and  place  the  said  first 
parties  will  by  bill  of  sale  transfer  all  the  proiJerty  to  the  Panhandle  Tele- 
phone Sc  Telegraph  Company. 

H.  H.  Davenport  &  Company, 

By  W.  W.  Taylor, 
J.  E.  Nunn. 

See  Panhandle  Tel.  &  Tel.  Co.  v.  Kellog  Switchboard  &  S.  Co.,  (Tex.) 
132  S.  W.  963,  where  the  foregoing  agreement  was  considered. 

See  notes  to  Form  1268,  supra. 

Form  1278. 

AGREEMENT  BY  COMPANY  FOR  SALE  OF  ITS  ENTIRE 

BUSINESS  AS  A  GOING  CONCERN. 

An   agreement    made   the    day    of    between 

,  of   ,  on  behalf  of  The   Company, 

(hereinafter  called  "the  Company"),  of  the  one  part,  and  The 

Corporation  (hereinafter  called  "the  Corporation")  of  the  other  jiart. 

Whereas  the  Company  was  incorporated  in   the   year    under 

the  laws  of  the  State  of with  a  nominal  capital  of  $ 

divided  into   shares  of   each;   and. 

Whereas  the  whole  of  the  said  stock  has  been  entirely  issued  and  is 
fully  paid  up;    and, 

■^Miereas  by  the  charter  of  the  Company,  it  is  declared  that  one  of  the 
objects  of  the  Company  is  to  sell  the  undertaking  of  the  Company,  or  any 
part  thereof,  for  such  consideration  as  the  Company  may  think  fit,  and 
in  particular  for  shares,  debentures,  or  securities  of  any  company  having 
ob.iects,  altogether  or  in  part,  similar  to  those  of  this  Company;  and, 

Whereas,  the  objects  of  the  Corporation  are,  in  part  similar  to  those  of 
the  Company;  and, 

Whereas  the  Corporation  is  desirous  of  acquiring  the  undertaking  and 
property  of  the  Company. 


848      CORPORATION  FORMS  AND  PRECEDENTS. 

Now,  Therefore,  It  Is  Agreed  as  follows: 

1.  The  Company  shall  sell,  and  the  Corporation  shall  purchase,  the 
undertaking  of  the  Company,  which  expression  shall  Le  deemed  to  include 
all  the  lands,  buildings,  hereditaments,  goods,  chattels,  moneys,  credits, 
debts,  bills,  notes,  goodwill,  things  in  action,  contracts,  agreements,  securi- 
ties, and  other  assets  whatsoever  and  wheresoever  of  the  Company,  except 
its  uncalled  capital. 

2.  As  a  part  of  the  consideration  for  the  said  sale,  the  Corporation 
shall  undertake,  pay,  satisfy,  discharge,  perform,  and  fulfil  all  the  debts, 
liabilities,  contracts,  engagements  and  obligations  of  the  Company  what 
soever  and  shall  indemnify  the  Company  against  all  actions,  proceedings, 
claims  and  demands  in  respect  thereof. 

3.  As  a  further  part  of  the  consideration  for  the  said  sale,  the  Corpora- 
tion shall,  if  the  Company  within    days  from  the  date  hereof, 

passes  an  effective  resolution  for  the  voluntary  winding-up  thereof,  pay 
all  the  costs,  charges  and  expenses  of  and  incident  to  the  winding-up  and 
dissolution  of  the  Company,  and  shall  indemnify  the  Company  against  all 
actions,  proceedings,  claims  and  demands  in  respect  thereof. 

4.  ,  As    further    consideration    for    the    said    sale,    the    Corporation    shall 

pay   to   the   Company,   the   sum   of   $ in    cash,   and   shall    allot 

to  the  Company,  or  its  nominees,  fully  paid  up  shares  in  the  capital  of 
the  Corporation  of  $ each. 

5.  The  sale  and  purchase  hereby  agreed  to  be  made  shall  be  com- 
pleted on  the  day  of next,  when  the  said  consid- 
eration in  cash  and  shares  shall  be  paid  and  satisfied,  and  the  Company 
shall  execute  and  do  all  assurances  and  things  as  shall  reasonably  be 
required  by  the  Corporation  for  vesting  in  it  the  said  premises. 

6.  This  agreement  is  conditional  on  the  same  being  ratified  by  the 
stockholders  of  the  Company  at  a  duly  called  and  convened  meeting  regu- 
larly held,  and  if  the  same  is  not  so  ratified  within weeks  from  the 

date  hereof,  either  of  the  parties  hereto  may,  by  notice  in  writing  to  the 
other,  rescind  Ihis  agreement. 

In  witness  whereof  the  parties  hereto  have  caused  their  respective  cor- 
porate names  to  be  hereunto  subscribed  by  their  proper  officers,  thereunto 
duly  authorized  and  their  respective  corporate  seals  to  be  hereto  affixed, 
attested  by  their  Secretaries  respectively,  the  day  and  year  first  above 
written. 

[Seal.]  •  The Company, 

Attest :   By 

Secretary.  Its  

[Seal.]  The Corporation, 

Attest :   • By 

Secretary.  Its  

See  notes  to  roiu-s  12()0-1262,  12G4-1267,  supra. 

Form  1279. 

AGREEMENT  FOR  SALE  OF  ENTIRE  CORPORATE 
ASSETS  IN  EXCHANGE  FOR   STOCK. 

"WTiereas,  the  Wagner  Palace  Car  Company,  a  joint-stock  association 
formed  under  the  laws   of  the   state  of  New   York,  hereafter   called   the 


ISSUE  OF  STOCK  FOR  PROPERTY.  849 

"Wagner  Company,"  party  of  the  first  part,  and  Pullinan 's  Palace  Car 
Company,  a  corporation  organized  under  the  laws  of  the  state  of  Illinois, 
hereinafter  called  the  "Pullman  Company,"  party  of  the  second  part, 
have  entered  into  an  agreement,  subject  to  the  ratification  of  the  stock- 
holders of  both  companies,  for  the  sale  of  the  property  and  assets  of  the 
Wagner  Company  to  said  Pullman  Company,  and  said  agreement  contem- 
plated the  i)repar.ation  of  a  more  formal  contract  between  said  companies; 
and, 

Whereas,  the  Directors  of  said  Wagner  Company  have  taken  appropri- 
ate action  to  secure  the  dissohition  thereof  on  the  thirtieth  day  of  Decem- 
ber next, 

Now  therefore,  in  consideration  of  the  premises  and  of  one  dollar  in 
hand  paid  by  each  of  the  parties  hereto  to  the  other,  the  receipt  whereof 
is  hereby  acknowledged,  and  of  the  covenants  and  agreements  hereinafter 
contained,  to  be  kept  and  performed  by  the  respective  parties  hereto, 
it  is  covenanted  and  agreed   l)y  and   between  said  parties  as   follows: 

First.  Said  Wagner  Company  shall  sell,  assign,  convey  and  transfer 
unto  said  Pullman  Company  all  of  its  cars,  equipment,  real  estate,  plant, 
goodwill  and  other  assets  and  property,  including  its  contracts  with  rail- 
road companies  for  the  running  of  sleeping  and  other  cars  on  their  respec- 
tive railroads,  and  shall  procure  the  assent  of  said  companies  to  such 
assignment. 

Second.  In  consideration  of  such  sale,  conveyance  and  assignment, 
said  Pullman  Company  shall  cause  its  capital  stock  to  be  increased  from 
the  amount  of  five  hundred  and  forty  thousand  shares  of  the  par  value 
of  one  hundred  dollars  each,  now  authorized,  to  seven  hundred  and  forty 
thousand  shares  of  the  same  par  value,  and  shall  cause  the  two  hundred 
thousand  (200,000)  shares,  thus  added  to  its  capital  stock,  to  be  issued 
and  delivered  to  said  Wagner  Company,  or  to  its  directors  as  liquidating 
trustees,  in  full  payment  for  said  property,  assets  and  good-will,  and  to 
be  distributed  by  said  Wagner  Company,  or  said  liquidating  trustees,  to 
the  shareholders  in  said  Wagner  Company  in  proportion  to  their  respective 
shares  in  such  assets  and  property. 

Third.  Said  property  and  assets  shall  be  conveyed,  transferred  and 
assigned  by  said  Wagner  Company,  or  said  liquidating  trustees,  or  both, 
and  the  certificates  for  said  two  hundred  thousand  shares  of  capital  stock 
of  said  Pullman  Company  shall  be  issued  and  delivered  in  payment 
therefor  on  the  thirtieth  day  of  December,  1899. 

Fourth.  Until  such  conveyance  and  assignment  shall  be  executed,  the 
officers  of  said  Wagner  Palace  Car  Company  shall  carry  on  the  current 
business  thereof,  and  shall  not  make  any  new  contracts  with  railway 
companies  or  cause  extraordinary  or  unusual  liability  or  expenditure  to  be 
incurred;  and  shall  not  make  any  change  in  the  organization  of  the  com- 
pany by  the  employment  of  new  officers  or  increasing  the  compensation 
of  officers  and  employees  or  otherwise;  and  the  property  and  assets  to  be  con- 
veyed and  transferred,  as  aforesaid,  shall  be  the  property  and  assets  which  the 
said  Wagner  Comjiany  shall  have,  or  be  entitled  to,  on  said  thirtieth  day  of 
December,  1899.  The  intent  of  this  yirovision  is  that  the  present  condition 
of  the  assets,  liabilities,  obligations,  contracts  and  business  arrangements 
of  the  Company  shall  be  preserved  as  it  now  is  until  such  conveyance, 
so  far  as  the  same  shall  be  consistent  with  the  ordinarv  routine  conduct  of 


850      COKPORATION  FORMS  AND  PRECEDENTS. 

its  business.  As  the  Pullman  Company  is  now  paying  dividends  at  the  rate 
of  eight  per  cent,  per  annum,  therefore  in  order  to  equalize  the  rates 
of  dividends  upon  the  two  stocks,  pending  the  carrying  out  of  this  agree- 
ment, it  is  further  agreed  that  the  Wagner  Company  shall  hereafter  declare 
a  dividend  of  no  more  than  oue^third  of  one  per  cent,  upon  its  capital 
stock,  the  pajTuent  whereof  with  the  dividend  already  declared  and  payable 
on  the  fourth  day  of  November,  A.  D.  1899,  making  a  total  of  one  per 
cent,  upon  the  capital  stock. 

Fifth.  In  order  to  enable  said  Wagner  Company  to  make  an  immediate 
settlement  of  its  affairs  and  distribution  of  its  assets  without  the  delay 
incident  to  the  payment  of  its  indebtedness  and  liabilities,  said  Pullman 
Company  agrees  that  it  will,  as  a  part  of  the  transaction,  satisfy  and  dis- 
charge the  indebtedness  and  liabilities  of  said  Wagner  Company  of  any 
and  every  kind  which  may  be  unsatisfied  at  the  time  of  the  transfer  of 
said  assets,  and  the  Pullman  Company  further  agrees  to  indemnify  and 
save  harmless  the  said  Wagner  Company  and  said  liquidating  trustees 
aod  the  shareholders  in  said  Wagner  Company  from  all  costs,  damages 
and  expenses  by  reason  of  the  failure  or  neglect  of  either  of  said  com- 
panies to   pay,  satisfy  and  discharge   the  same. 

This  agreement  is  made  subject  to  such  ratification  by  the  stockholders 
of  both  companies  as  may  be  required  by  law,  or  the  charter  or  articles 
of  association  of  said  companies,  or  either  of  them. 

In  witness  whereof,  the  parties  hereto  have  caused  the  signatures  of 
their  respective  Presidents  and  their  respective  corporate  seals  to  be 
affixed  hereto,  this  eighth  day  of  November,  1899. 

Wagner  Palace  Car  Company, 

[Seal]  By  W.  Seward  Webb,  President. 

Pullman 's   Palace   Car   Company, 

[Seal]  By  Robert  T.  Lincoln,  President. 

The  above  agreement  was  construed  in  Barker  v.  Pullman's  Palace  Car 
Co.,  124  Fed.  555, 

Form  1280. 

AGREEMENT  BY  PROMOTERS  OF  CONSOLIDATED  COR- 
PORATION TO  EXCHANGE  CONTROL  OF  STOCK 
FOR  STOCK  IN  ANOTHER  CORPORATION. 

AGREEMENT 

Made  this  15th  day  of  December,  A.  D.  1902,  by  and  between  United 
States  Steel  Corporation,  a  corporation  organized  and  existing  under  the 
laws  of  the  State  of  New  Jersey,  hereinafter  called  the  ' '  Steel  Company, ' ' 
party  of'  the  first  part,  and  A.  W.  Mellon,  R.  B.  Mellon,  W.  H.  Donner, 
William  Flinn,  George  W.  Darr,  John  Stevenson,  Jr.,  and  J.  P.  Whitla, 
hereinafter  called  the  "Vendors,"  parties  of  the  second  part: 

Whereas,  The  Vendors  own  or  control  all  of  the  capital  stock  of  the 
Union  Steel  Company,  a  corporation  of  the  State  of  Pennsylvania,  herein- 
after called  "Union,"  and  a  majority  of  the  capital  stock  of  The  Sharon 
Steel  Company,  a  corporation  of  the  State  of  Pennsylvania,  hereinafter 
called  "Sharon."  and  have  heretofore  by  a  contract  dated  November  20, 
1902,  arranged  for  the  vesting  of  the  interests  of  both  of  said  companies 
in  Union  by  the  plan  set   out   in   said  agreement,  a  true  copy  of  which 


ISSUE  OF  STOCK  FOR  PROPERTY.      851 

agreement  is  hereto  attached,  and  the  Steel  Company  is  desirous  of  acquir- 
ing, upon  the  terms  herein  set  out,  the  ownership  or  control  of  the  proper- 
ties of  Union  and  Sharon. 

Now  it  is  agreed  between  the  parties  as  follows:  First.  The  Vendors 
agree  to  proceed  vrith  and  comjjlote  thi?  organization  of  Union  in  accord- 
ance with  the  terms  and  plan  set  out  in  the  agreement  hereto  attached,  and 
to  cause  to  be  vested  in  it  the  properties  as  herein  described,  subject  'lo 
such  modifications  as  may  be  required  to  conform  to  the  terms  of  this 
Agreement. 

Second.  The  provisions  of  the  Agreement  of  November  20,  1902,  for  the 
ascertainment  of  the  cash  investment  in  T'nion  and  Sharon  and  the  pro- 
visions whereby  each  pdrty  guarantees  to  the  other  that  the  assets  therein 
specified  are  net  assets  shall  be  adhered  to  and  carried  out.  The  Vendors 
shall  furnish  the  Steel  Company  copies  of  the  reports  of  the  Auditors  ap- 
pointed under  said  agreement  showing  the  result  of  their  examination  of 
the  books  of  the  Union  and  of  Sharon,  and  thereafter  the  Steel  Company 
shall  have  fifteen  (1.5)  days  within  which  to  examine  and  verify  the  same, 
for  which  purpose  it  shall  have  full  access  to  the  books  and  papers  of  said 
companies.  In  case  the  cash  investment  of  Union,  ascertained  as  in  said 
Agreement  provided,  shall  vary  from  the  amount  therein  specified,  the 
amount  of  cash  to  be  contributed  by  the  parties  of  the  first  part  to  said 
Agreement  shall  be  increased  or  decreased  by  that  amount.  In  case  the 
cash  investment  of  Sharon,  ascertained  as  therein  provided,  shall  fall  be- 
low eleven  million  ($11,000,000)  dollars,  the  amount  of  bonds  to  be  re- 
ceived by  the  Vendors  hereunder  shall  be  reduced  by  the  amount  that  the 
said  cash  investment  shall  fall  short  of  the  sum  of  eleven  million  (.$11,000,- 
000)  dollars,  and  in  that  event  the  amount  of  bonds  so  deducted  from  the 
purchase  price  sEall  be  added  to  the  bonds  reserved  for  the  acquisition 
of  additional  properties  or  the  making  of  future  improvements. 

Third.  Union  shall  duly  authorize  twenty  million  ($20,000,000)  dollars 
of  capital  stock,  all  of  which  shall  be  issued  to  the  Vendors  in  part  pay- 
ment for  the  properties  transferred  by  them  to  Union. 

Fourth.  Union  shall  also  duly  authorize  an  issue  of  bonds  in  the  amount 
of  forty-five  million  ($45,000,000)  dollars.  Said  bonds  shall  be  in  denomi- 
nations of  one  thousand  ($1,000)  dollars  each,  dated  December  1st,  1902, 
mature  December  1st,  1952,  bear  interest  at  the  rate  of  five  (5%)  per 
centum  per  annum  payable  semi-annually  on  the  first  days  of  June  and 
December,  and  be  redeemable  after  December  1st,  1907,  at  110  and  accrued 
interest,  both  principal  and  interest  to  be  payable  in  gold  coin.  Said  bonds 
shall  contain  a  provision  that  the  principal  and  interest  thereof  shall  be 
jiaid  without  deduction  of  any  tax  or  taxes  which  Union,  or  its  successors 
or  assigns,  may  be  required  to  pay,  deduct  or  retain  therefrom  under  any 
present  or  future  law  of  the  United  States,  or  of  any  State,  County  or 
Municipality  therein. 

Said  bonds  shall  be  secured  by  a  First  Mortgage  and  Collateral  Trust 
Deed  made  to  the  New  York  Security  &  Trust  Company,  upon  all  the  prop- 
erty of  Union,  including  the  stocks  acquired  by  it,  with  the  usual  clauses 
for  covering  after  acquired  property.  The  said  mortgage  shall  contain 
provisions  requiring  Union  to  pay  annually  to  the  Trustee  for  a  Sinking 
Fund  two  (2%)  per  centum  of  the  total  amounts  of  the  bonds  outstand- 
ing and  unpaid,  which   fund  shall  be  invested  and  used   upon  terms  and 


852   CORPORATION  FORMS  AND  PRECEDENTS. 

conditions  substantially  similar  to  those  contained  in  the  Mortgage  of 
the  Steel  Company  dated  April  1st,  1901  (substituting  therein  bonds  of 
Union  for  bonds  of  the  Steel  Company).  Said  Mortgage  shall  also  pro- 
vide that  a  failure  to  make  such  payment  for  ninety  (90)  days  after  the 
same  is  payable,  shall  be  a  default,  and  that  thereupon  the  Trustee  may, 
and  shall,  if  so  requested  in  -writing  by  the  holders  of  twenty-tive  (25%)  in 
amount  of  the  bonds  outstanding  and  unpaid,  declare  and  make  the  whole 
of  the  principal  of  all  bonds  outstanding  and  unpaid  due  and  payable  forth- 
with. 

Fifth.  The  Vendors  further  agree,  and  there  shall  be  incorporated  in 
the  mortgage  to  be  made  by  Union  proper  provision  therefor,  that  Union 
shall  have  the  right  at  all  times,  so  far  as  may  be  deemed  necessary  by 
it,  to  remove  or  change  any  part  of  the  improvements  on  the  property  of 
Union,  and  substitute  others  therefor;  but  no  such  removal  or  change  shall 
be  made  which  shall  prejudice  or  impair  the  general  value  of  the  property 
of  Union  as  manufacturing  plants. 

Sixth.  The  form  of  the  said  bond  and  of  the  said  Mortgage  and  Trust 
Deed,  aside  from  the  provisions  herein  settled,  are  to  be  mutually  agreed 
upon;  otherwise  they  shall,  be  determined  by  the  chairman  of  the  Finance 
Committee  of  the  said  Steel  Company  and  Mr.  H.  C.  Frick;  or  in  case  of 
the  said  H.  C.  Frick 's  refusal  or  inability  to  act,  then  the  said  chairman 
of  the  Finance  Committee  shall  select  A.  W.  Mellon  or  Wm.  Flinn  in  his 
place.  If  said  parties  are  unable  to  agree  upon  the  form  of  said  bonds 
and  Mortgage,  they  shall  choose  a  third  person,  to  act  with  them,  and 
the  decision  of  a  majority  of  the  three  persons  so  acting  shall  be  final 
and  conclusive. 

Seventh.  The  said  forty-five  million  ($45,000,000)  dollars  of  bonds  shall 
be  issued,  held  and  disposed  of  as  follows: 

(a)  Three  million  five  hundred  thousand  ($3,500,000)  dollars  thereof 
shall  be  reserved  to  take  care  of  the  outstanding  bonds  of  Sharon. 

(b)  The  parties  of  the  second  part  to  said  Agreement  of  November  20, 
1902,  shall  receive  in  payment  for  all  of  the  capital  stock  of  Sharon,  bonds 
to  the  amount  of  twelve  million  nine  hundred  forty-five  thousand  ($12,945,- 
000)  dollars;  provided,  however,  that  if  the  cash  investment  of  Sharon, 
ascertained  as  provided  in  said  Agreement,  shall  fall  short  of  eleven  million 
($11, 000,000 j  dollars,  the  amount  of  bonds  to  be  received  shall  be  reduced 
by  the  amount  that  the  cash  investment  falls  short  of  eleven  million  ($11,- 
000,000)  dollars,  and  the  amount  of  bonds  so  deducted  shall  be  added  to 
the  bonds  reserved  for  the  acquisition  of  additional  property  or  the  mak- 
ing of  future  improvements.  If  all  of  the  stock  of  Sharon  shall  not  be 
delivered  to  Union,  then  the  proportionate  amount  of  bonds  which  such 
outstanding  stock  would  have  been  entitled  to  have  received,  if  turned  in, 
shall  be  held  by  the  trustee,  and  issued  only  upon  the  acquisition  from 
time  to  time,  by  Union  of  such  outstanding  stock,  and  the  delivery  thereof 
to  the  Trustee  and  the  pledge  thereof  as  part  of  the  security  of  the  Mort- 
gage aforesaid. 

(c)  The  parties  of  the  first  part  to  said  Agreement  of  November  20, 
1902,  shall  be  entitled  to  receive  in  part  jjayment  for  the  properties  and 
cash  to  be  contributed  by  them  bonds  to  the  amount  of  twenty  million 
and  fifty-five  thousand  ($20,055,000)  dollars,  but  such  part  of  said  bonds 
as  are  to  be  received  by  them  for  cash  contributed  after  the  date  hereof 


ISSUE  OF  STOCK  FOR  PROPERTY.      853 

shall  be  held  by  the  Trustee  and  delivered  only  if  and  when  the  cash  so  to 
be  contriljuted  shall  have  been  paid  to  Union.  Upon  all  ca.sh  contributed 
after  December  1st,  190J,  the  said  jiarties  .>-ball  pay  or  allow  accrued  interest 
on  said  bonds  to  the  date  of  making  the  payment  for  which  such  bonds 
are  received. 

(d)  All  of  the  remainder  of  said  bonds  shall  be  reserved  for  the  mak- 
ing of  improvements  upon  the  property  of  Union,  or  for  the  acquisition  by 
Union  of  additional  properties  to  be  made  subject  to  the  lien  of  this  Mort- 
gage, free  from  all  other  liens. 

Eighth.  Under  said  Agreement  of  November  20,  1902,  A.  W.  Mellon, 
R.  li.  Mellon,  and  VV.  H.  Donner,  are  required  to  contribute  certain  cash 
for  the  purpose  of  completing  improvements  upon  the  properties  of  Union 
and  furnishing  working  capital  to  said  Company  for  which,  under  said 
agreement,  and  as  well  under  this  Agreement,  they  are  to  receive  bonds. 
It  shall  be  optional  with  Union  when  controlled  by  the  Steel  Company 
whether  such  improvements  shall  be  completed  and  such  contributions  of 
ca.sh  required  to  be  made  beyond  the  amounts  theretofore  pai^  in  by  the 
said  parties. 

And  the  said  A.  W.  Mellon,  R.  B.  Mellon  and  W.  H.  Donner  do  hereby 
further  agree  that  in  addition  to  the  cash  agreed  to  he  contributed  by 
them  as  above  provided,  they  will,  if  so  required  by  the  Steel  Company, 
purchase  at  par  and  accrued  interest  three  million  ($3,000,000)  dollars  of 
said  bonds,  the  proceeds  whereof  shall  be  used  in  the  making  of  improve- 
ments on  the  properties  of  Union.  The  cash  to  be  contributed  and  pay- 
ments to  be  made  under  this  paragraph  shall  in  no  event  exceed  the  sum 
of  seven  hundred  fifty  thousand  ($750,000)  dollars  in  any  one  month,  and 
notice  in  "writing  of  the  requirements  of  Union  shall  be  given  to  A.  W. 
Mellon  or  R.  B.  Mellon  at  least  fifteen  (15)  days  in  advance  of  the  date 
at  which  such  money  is  required.  The  right  of  Union  to  the  payments  or 
contributions  herein  provided  shall  cease  at  the  expiration  of  eighteen  (18) 
months  from  the  dates  hereof,  save  as  to  any  moneys  then  due  and  unpaid. 

Said  parties  shall  deposit  with  the  Trust  Company  bonds  equal  at  par 
value  to  ten  (10%)  per  centum  of  the  amount  of  cash  to  be  paid  or 
contributed  under  this  paragraph  as  collateral  security  for  the  making 
by  them  of  such  payments  or  contributions,  which  bonds  shall  be  sur- 
rendered to  said  parties  as  such  payments  or  contributions  are  made 
ratably  in  the  proportion  that  the  payments  or  contribution  so  made 
bear  to  the  total  amount  to  be  paid  or  contributed;  and  all  such 
bonds  remaining  shall  be  surrendered  or  delivered  to  said  parties  at 
the  expiration  of  eighteen  (18)  months  from  date  hereof  upon  the  mak- 
ing of  all  payments  or  contributions  then   due. 

Ninth.  Upon  the  organization  of  Union  as  herein  provided  the  Ven- 
dors agree  to  sell  and  transfer  unto  the  Steel  Company  and  the  Steel 
Company  agrees  to  buy  all  of  said  twenty  million  ($20,000,000)  dollars 
of  the  capital  stock  of  Union.  In  consideration  thereof  and  contem- 
poraneously with  the  said  transfer  the  Steel  Company  hereby  agrees 
that  it  will  duly  and  legally  guarantee  the  payment  of  the  principal  and 
interest  of  all  of  said  forty-five  million  ($45,000,000)  dollars  of  bonds 
of  Union  as  the  same  shall  respectively  become  or  be  made  due  and 
paj'able  according  to  the  terms  of  said  bonds  and  the  Mortgage  secur- 
ing the  same,  which  guaranty  shall  be  duly   endorsed  upon   each   bond, 


851   CORPORATION  FORMS  AND  PRECEDENTS. 

and  executed  by  the  Steel  Company  upon  each  bond  immediately  upon 
the  authentication  thereof  by  the  Trustee.  The  A^endors  further  agree 
that  they  will  contemporaneously  with  said  transfer,  with  the  coopera- 
tion  of  the  Steel  Company  cause  to  be  elected  as  officers  and  directors 
of  Union  and  its  underlying  companies,  such  persons  as  may  be  desig- 
nated by  the  Steel  Compauy. 

Tenth.  The  Vendors  severally  agree  with  the  Steel  Company  that 
they  respectively  will  not  within  the  United  States  or  the  Dominion  of 
Canada  for  a  period  of  ten  (10)  years  from  December  1st,  1902,  engage 
directly  or  indirectly,  in  the  manufacture  of  iron  or  steel,  or  articles 
made  therefrom  now  manufactured  by  the  Steel  Company,  the  produc- 
tion of  furnace  coke,  or  the  mining  or  production  of  iron  ore,  except  in 
the  territory  of  Arizona  and  State  of  Florida;  excepting,  however, 
from  the  terms  hereof  the  enterprises,  if  any,  in  which  such  parties 
may  now   respectively   be   engaged. 

Eleventh.  The  Vendors  agree  that  there  shall  be  vested  in  Union 
all  of  the  j)roperties  of  the  Donora  Mining  Company,  including  those 
which  by  the  terms  of  said  Agreement  of  November  20,  1902,  were  not 
to  be  transferred  to  Union;  and  the  said  Vendors  do  further  stipulate 
that  they  do  not  have,  either  individually  or  together,  any  ore  prop- 
erties which  are  not  owned  by  Union  or  Sharon,  or  the  companies  con- 
trolled or  owned  by  said  companies  respectively. 

Twelfth.  The  Vendors  agree  to  cause  to  be  transferred  to  Union 
all  patents,  if  any,  owned  by  them  or  either  of  them  which  are  now 
used,  or  intended  to  be  used  by  either  Union   or  Sharon. 

Thirteenth.  A.  W.  Mellon,  E.  B.  Mellon,  and  W.  H.  Donner,  stipulate 
that  Union  does  not  have  any  unusual  contracts  for  the  sale  of  its 
products,  or  for  the  purchase  of  materials  or  supplies,  save  these  speci- 
fied in  the  schedule  hereto  annexed  and  marked  Schedule  "A";  and 
that  the  important  service  contracts  of  said  Company  are  as  shown  on 
the  schedule  hereto  annexed  and  marked  Schedule  "B,"  which  sched- 
ule gives  all  such  contracts  so  far  as  they  are  known  to  the  said  parties, 
and  they  stipulate  that  there  are  no  service  contracts  more  important 
than   those   shown. 

William  Flinn,  George  W.  Darr,  John  Stevenson,  Jr.,  and  J.  P.  Whitla 
stipulate  that  Sharon  does  not  have  any  unusual  contracts  for  the  sale 
of  its  products  or  for  the  purchase  of  materials  or  supplies  save  those 
specified  in  the  schedule  hereto  annexed  and  marked  Schedule  "C, " 
and  that  the  important  service  contracts  of  the  said  Company  are  as 
shown  on  the  schedule  hereto  annexed  and  marked  schedule  "D, " 
which  are  all  such  contracts  so  far  as  they  are  known  to  said  parties,  and 
they  stipulate  that  there  are  no  other  service  contracts  more  important 
than  those  shown. 

Fourteenth.  The  said  Agreement  of  November  20,  1902,  provides  that 
the  parties  of  the  first  part  shall,  pay  the  principal  and  interest  as  they 
mature,  of  certain  purchase  money  obligations  and  the  Vendors  hereby 
agree  that  there  shall  be  deposited  with  the  Trustee  said  Mortgage 
Bonds  of  Union  at  par  equal  to  the  principal  of  .said  purchase  money 


'  ISSUE  OF  STOCK  FOR  PROPERTY.      855 

obligations,  which  bonds  so  deposited  shall,  from  time  to  time  as  said 
purchase  money  oblij^ations  shall  be  paid,  be  surrendered  by  the  Trustee 
to  the  persons  depositing  said  bonds,  or  to  their  order,  upon  receiving 
satisfactory  proof  of   the   making  of  such   payment. 

Fifteenth.  The  Steel  Company  shall  have  the  option  for  a  period  of 
fifteen  (15)  days  from  the  date  hereof,  of  acquiring  the  Connellsville 
Central  Railroad  Company  and  the  Lake  Erie  Terminal  Railroad  Com- 
pany by  the  purchase  of  all  of  the  capital  stock  of  said  Companies, 
and  the  property  known  as  the  Elk  Creek  Harbor  property,  consisting 
of  about  two  thousand  (2,000)  acres  of  land  at  Elk  Creek,  on  Lake 
Erie,  at  the  cost  thereof  to  the  Vendors,  with  interest  thereon  and  all 
expenses  and  obligations  incurred  by  them  with  respect  to  said  prop- 
erties, to  the  date  of  the  transfer  thereof  to  the  Steel  Company,  or 
its  appointee.  If  it  exercises  this  option  the  Steel  Company  shall  take 
all   of  said  properties. 

Sixteenth.  It  is  expressly  understood  and  agreed  that  if  any  breach 
of  any  of  the  covenants  in  this  Agreement  contained  on  the  part  of 
either  party  be  alleged  by  the  other,  or  if  any  difference  shall  arise 
at  any  time  between  the  parties  hereto  in  relation  to  the  construction  of 
this  Agreement,  or  the  due  performance  of  any  of  the  covenants  thereof 
(except  as  fo  the  form  of  the  bond  and  Mortgage  as  provided  in  the 
Sixth  paragraph  hereof)  the  question  shall  be  submitted  to  the  arbitra- 
tors. In  such  case,  the  party  aggrieved  or  moving  in  the  matter  shall 
give  to  the  other  party  written  notice  of  its  desire  to  have  an  arbitra- 
tion, in  which  it  shall  state  generally  its  grievance,  and  name  an  arbi- 
trator. The  other  party  thereupon  shall  name  an  arbitrator  within  ten 
(10)  days  after  receipt  of  such  notice  and  in  case  of  failure  to  do  so, 
the  moving  party  may  appoint  the  second  arbitrator.  The  two  thus 
appointed  (in  either  manner)  shall  select  a  third  and  the  Board  of 
Arbitrators  thus  constituted  shall  thereupon  proceed  to  determine  the 
matter  in  dispute,  and  the  decision  of  any  two  (including  the  disposi- 
tion of  the  costs  of  arbitration)  shall  be  final  and  conclusive  upon  both 
parties  as  to  all  questions  of  fact  involved  in  such  arbitration. 

Seventeenth.  It  is  understood  and  agreed  that  all  the  expenses  in- 
cident to  the  organization  of  Union  and  the  making  and  issuing  of  said 
bonds  and  mortgage,  including  counsel  fees,  shall  be  paid  by  Union. 

In  witness  whereof,  the  parties  of  the  second  part  have  hereunto 
affixed  their  hands,  the  day  and  year  first  above  written;  and  the  party 
of  the  first  part  has  caused  this  Agreement  to  be  signed  by  its  proper 
officers  this  16th  day  of  December,  A.  D.  1902,  but  as  of  the  day  and 
year  first  above  written. 

A.  W.  Mellon, 
R.  B.  Mellon, 
W.   H.   Donner, 
Wm.  Flinn, 
Geo.    W.    Darr, 
John    Stevenson,   Jr., 
J.    P.   Whitla. 


856      CORPORATION  FORMS  AND  PRECEDENTS. 

Witness   as  to  signatures  of  Vendors, 
J.  H.  Beal. 

United  States  Steel  Corporation, 
By  Geo.  W.  Perkins, 
Chairman    Finance    Committee. 

E.  H.  Gary, 
Chairman   Executive   Committee. 
Attest: 

J.  H.  Eeed. 
See  for  rights,  duties  and  liabilities  of  promoters,  Cook  on  Corporations, 
§§38,  46,  48,  63,   157,   158,  320,  334,  350,  650,  651,  657,  705,  707;   Clark 
&  M.,  Corp.   §§  99-111. 

Form  1281. 

OFFER  BY  PROMOTERS  TO  TRANSFER  PROPERTY  TO 

CORPORATION  IN  EXCHANGE  FOR  ITS  STOCK 

AND  BONDS. 

Pittsburgh,  Pa.,  February  16th,  1903. 
To  the  Board  of  Directors  of  Union  Steel  Company: 

Gentlemen:  We  hereby  propose  to  sell,  assign,  transfer  and  convey 
or  procure  to  be  sold,  assigned,  transferred  and  conveyed  unto  your 
Company  upon  the  terms  and  conditions  hereinafter  set  out  the  fol- 
lovring: 

(1)  60,000  shares  of  the  par  value  of  $50  each,  aggregating  at  par 
value  $3,000,000  of  the  capital  stock  of  the  Republic  Coke  Company, 
a  corporation  of  the  State  of  Pennsylvania,  being  all  of  the  capital 
stock  of  the  said  Company. 

(2)  15,000  shares  of  the  par  value  of  $100  each,  aggregating  at 
par  value  $1,500,000  of  the  capital  stock  of  the  River  Coal  Company, 
a  corporation  of  the  State  of  Pennsylvania,  being  all  of  the  capital 
stock  of  the  said  Company. 

(3)  60,000  shares  aggregating  at  par  value  $6,000,000  of  the  capital 
stock  of  the  Donora  Mining  Company,  a  corporation  of  the  State  of 
Minnesota,  being  all  of  the   capital   stock  of  the   said  Company. 

(4)  800  shares  aggregating  at  par  $40,000  of  the  capital  stock  of  the 
Donora  Southern  Railroad  Company,  being  all  of  the  capital  stock  of  the. 
said  company. 

(5)  60,000  shares  aggregating  at  par  value  $6,000,000  of  the  capital 
stock  of  the  Sharon  Steel  Company,  a  corporation  of  the  State  of  Pennsyl- 
vania, being  all  of  the  capital  stock  of  the  said  Company. 

Also  a  majority  of  the  capital  stock  of  the  Mathews  Woven  Wire  Fence 
Company,  a  corporation  of-  Pennsylvania,  and  to  procure  to  be  assigned  to 
you  by  W.  H.  Donner,  a  certain  contract  between  said  Donner  and  E.  C. 
Mathews,  dated  April  27th,  1901,  providing  for  the  organization  of  said 
Company;  you  to  assume  said  contract  and  all  expenditure  incurred  by 
him  in  connection  therewith,  and  to  have  all  the  rights  and  be  entitled 
to  receive  all  moneys  owing  to  said  Donner  by  reason  of  said  contract,  and 
save  said  Donner  harmless  from  all  liability  upon  or  by  reason  of  said 
contract. 

Also  lands  situated  at  Donora,  Pennsylvania,  together  with  the  build- 


ISSUE  OF  STOCK  FOR  PROPERTY.      857 

ings  and  improvements  situated  thereon,  which  improvements  consist  of 
furnaces,  rolling  mills,  wire  plants  and  various  other  plants  and  property 
connected  therewith,    viz:    (description   omitted). 

We  further  agree  to  contribute  in  cash,  for  the  purpose  of  completing 
improvements  upon  tho  properties  of  your  Company,  or  the  Companies  con- 
trolled by  it,  the  sum  of  four  million  ($4,000,000)  dollars,  and  in  addi- 
tion thereto  to  purchase  at  par  and  accrued  interest  $.3,000,000  of  the 
Fifty- Year  Five  Per  Cent.  Gold  Bonds  of  your  Company  hereinafter  de- 
scribed, the  proceeds  whereof  shall  be  used  in  making  improvements  (other 
than  renewals  and  repairs)  upon  the  properties  of  your  Company,  or  upon 
the  properties  controlled  by  your  Company' ;  said  cash  to  be  contributed 
and  bonds  purchased  from  time  to  time  as  called  by  the  Board  of  Di- 
rectors of  your  Company,  not  exceeding  in  the  aggregate  $750,000  in  any 
one  month,  and  notice  in  writing  of  your  requirements  to  be  given  to  us  at 
least  fifteen  days  in  advance  of  the  date  at  which  such  money  is  required; 
your  right  to  such  payments  and  contributions  to  cease  at  the  expiration  of 
eighteen  mouths  from  December  lo,  1902,  save  as  to  any  moneys  then  due 
and  unpaid;  said  moneys  so  contributed  or  paid  to  be  expended  in  such 
manner  as  may  be  provided  for  the  use  of  proceeds  of  reserved  bonds  in 
the  mortgage  so  made  securing  the  sai<l  Fifty-Year  Five  Per  Cent.  Gold 
Bonds. 

In  case  you  accept  this  proposition,  you  are  to  make  payment  to  us 
for  such  properties  as  follows: 

Your  Company  shall  increase  its  capital  stock  to  $20,000,000;  also  author- 
ize an  issue  of  Fifty-Year  Five  Per  Cent.  Gold  Bonds  in  the  aggregate 
amount  of  $45,000,000,  to  be  dated  December  1,  1902,  the  interest  to  be 
payable  semi-annually  free  of  tax,  whereof  $3,500,000  shall  be  reserved  to 
take  care  of  the  outstanding  bonds  of  the  Sharon  Steel  Company,  Sharon 
Sheet  Steel  Company  and  Sharon  Coke  Company.  All  of  said  bonds  to 
be  secured  by  a  First  Mortgage  and  Collateral  Deed  of  Trust  to  the  New 
Y'ork  Security  and  Trust  Company,  of  New  Y'ork,  Trustee,  covering  all  of 
the  property  now  owned  or  hereafter  acquired  by  your  Company,  includ- 
ing the  stocks  and  other  property  herein  proposed  to  be  sold  to  your 
Company.  The  forms  and  terms  of  said  bonds  and  of  the  mortgage  secur- 
ing the  same,  and  all  proceedings  incident  to  the  authorization  thereof  and 
of  said  stock  to  be  such  as  may  be  approved  by  our  counsel,  Messrs.  Reed, 
Smith,  Shaw  and  Beal. 

For  the  property  so  transferred,  you  shall  deliver  to  us,  or  to  our  order, 
capital  stock  and  bonds  of  the  issue  above  mentioned,  as  follows: 

(a)  For  capital  stock  of  the  Sharon  Steel  Company,  the  sum  of  $12,- 
412,000,  par  value  of  the  aforesaid  Fifty-Year  Five  Per  Cent.  Gold  Bonds. 

(b)  For  the  other  properties  covered  by  this  proposition  you  shall  de- 
liver to  us,  or  to  our  order,  $19,000,000  of  the  fully  paid  up  non-assessable 
capital  stock  of  your  Company,  and  the  bonds  of  the  issue  aforesaid  to  the 
amount  of  $18,214,000. 

All  of  said  stock  and  bonds  (except  bonds  to  be  received  for  moneys 
hereafter  paid  or  contributed)  shall  be  delivered  to  us,  or  as  we  may  direct 
in  writing,  forthwith  upon  transfer  to  your  company,  of  the  property 
aforesaid. 

There  are  certain  purchase  money  obligations  upon  or  against  the  prop- 
erty  of  the   Eopublic   Coke   Company,   Eiver    Coal   Company,    and   Donora 


858   CORPORATION  FORMS  AND  PRECEDENTS. 

Mining  Company,  amounting  in  the  aggregate  to  the  principal  sum  of 
$1,452,155.09,  \\hieh  purchase  money  obligations  and  the  interest  thereon 
we  agree  to  pay  and  discharge  as  the  same  shall  mature.  For  the  pur- 
pose of  assuring  the  making  of  such  payments,  we  will  deposit  with  the 
New  York  Security  and  Trust  Company,  as  Trustee,  ^bonds  of  your  Com- 
pany, out  of  the  issue  aforesaid,  equal  at  par  value  to  the  principal  amount 
of  such  purchase  money  obligations. 

For  the  purpose  of  assuring  the  payment  of  the  cash  to  be  contributed 
and  the  $3,000,000  of  bonds  to  be  purchased  upon  the  terms  aforesaid,  we 
will  deposit  with  the  said  New  York  Security  and  Trust  Company,  as 
Trustee,  Fiftj'-Year  Five  Per  Cent.  Gold  Bonds  of  the  Union  Steel  Com- 
pany equal  at  par  value  to  ten  per  cent,  of  the  amount  so  to  be  paid  by  us. 

Yours  respectfully, 

&  Sons. 

Form  1282. 
ASSIGNMENT  OF  PATENT  TO  PROMOTER. 

For  and  in  consideration  of  one  dollar  and  other  good  and  valuable 
considerations,  receipt  whereof  is  hereby  acknowledged,  I  hereby  trans- 
fer, assign  and  set  over  to  James  G.  Owen  my  undivided  half  interest 
in  and  to  a  certain  patent  and  invention.  No.  678,619,  on  a  ball  journal 
bearing  for  railroad  and  street  cars,  etc.,  issued  to  A.  F.  Howe  and 
E.   C.  Owen,  July   16th,   1901. 

In  trust  for  the  following  purposes: 

1st.  Said  James  G.  Owen  shall  organize  a  corporation  and  transfer 
to  said  corporation  my  undivided  interest  in  and  to  said  patent  and 
invention,  on  the  transfer  by  said  A.  F.  Howe  to  said  corporation  of  his 
undivided  one-half  interest  in  and  to  said  patent  and  invention,  in 
consideration  for  the  entire  capital  stock,  that  is  for  said  entire  patent 
interest  of  said  Howe  and  said  Owen. 

2nd.     To  transfer  to  T.  F.  Leyden,  10/250  of  said  capital  stocks. 

Said  Howe  to  transfer  from  his  capital  stock  a  like  proportion,  both 
in  consideration  of  the  advance  by  said  Leyden  of  $5,000.00  as  de- 
manded. 

3rd.  From  the  stock  in  said  trustees'  hands  5/500  to  be  transferred 
to  W.  W.  Wilcox.  Said  Howe  to  transfer  a  like  amount  in  considera- 
tion  of  services   rendered. 

From  the  balance  of  said  capital  stock  in  said  trustees'  hands,  he 
shall  retain  as  his  own  personal  property  21  2/3/250  out  of  said  capital 
stock  and  said  Howe  shall  transfer  a  like  amount  to  said  James  G. 
Owen  in  consideration  of  services  rendered  and  to  be  rendered  in  the 
organization  and  promotion  of  said  Company.  The  balance  shall  be 
held  by  him  in  trust  for  Mrs.  Hattie  Owen  and  child,  James  G.  Owen, 
Jr.,  as  their  interest  may  appear,  during  the  full  term  of  patent,  re- 
issues, etc. 

Dated    Chicago,    Illinois,    April    29th,    1902. 

Elmo  C.  Owen. 

Attest: 

F.  M.  Williams, 
A.  F.  Howe. 


ISSUE  OF  STOCK  FOR  PROPERTY.      859 

I  hereby  consciit  ami  agree  to  tlic  above  conditions  this  2!tth  day  of 
April,   1902. 

A.   F.   Howe. 

This  agreement  was  construed  and  specincally  enfurce<I  in  Howe  v.  Howe, 
etc.,  Ball  Bearing  Co.,  154  Fed.  821. 

Form  1283. 

RESOLUTION  TO  PURCHASE  PROPERTY  IN  EXCHANGE 
FOR  STOCK  OF  PURCHASER. 

Messrs.  Moore  &  .Schley  ollered  to  sell  and  have  conveyed  to  Continental 
Tobacco  Company,  th«  good  will  and  business  as  a  going  concern,  real 
estate,  plant,  factory,  uia<diinery,  trade-marks,  trade-names,  patents, 
patent  rights  and  rights  analogous  thereto,  trade  secrets,  recipes,  formulas 
and  processes  of  manufacture,  bills  and  accounts  receivable,  cash  and 
other  assets,  property  and  estate  of  every  kind,  of  The  P.  H.  Mayo  & 
Bros.,  Incorporated,  for  twelve  thousand  five  hundred  (12,500)  shares  of 
the  preferred  stock  and  nineteen  thousand  two  hundred  and  fifty  (19,250) 
shares  of  the  common  stock  of  the  Continental  Tobacco  Company,  and 
sixty-six  thousand  one  hundred  and  twenty-five  ($66,125)  dollars  in  cash 
in  lieu  of  interest.  Said  Continental  Tobacco  Company  to  receive  all  pro- 
fits made  by  said  The  P.  H.  Mayo  &  Bros.,  Incorporated,  since  January  1st, 
1898,  and  to  assume  the  present  unpaid  balance  of  the  liabilities  of  said 
The  P.  H.  Mayo  &  Bros.,  Incorporated,  which  upon  January  1,  189S, 
aniouijted  to  thirty-seven  thousand  one  hundred  and  thirty-eight  and  67/100 
dollars  ($37,138.67)  and  the  present  \inpaid  balance  of.  the  liabilities 
incurred  since  January  1,  1898,  and  to  assume  the  completion  of  the  unper- 
formed jiarts  of  certain  uncompleted  contracts  of  The  P.  H.  Mayo  &  Bros., 
Incorporated,  a  schedule  of  which  uncom})leted  contracts  was  exhibited  to 
and  examined  by  the  directors,  which  schedule  was  proposed  to  be  attached 
to  and  made  a  part  of  the  conveyance  of  the  said  personalty  if  this  offer 
should  be  accepted,  and  to  refund  to  Moore  &  Schley  the  sum  of  eight 
thousand  dollars  in  cash  paid  by  them  to  Thomas  Atkinson,  the  general 
manager  of  The  P.  H.  Mayo  &  Bros.,  Incorporated,  in  compensation  for 
his  services  in  the  management  of  said  business  during  the  year  1898. 

Mr.  Atkinson  then  retired  from  the  meeting. 

On  motion  of  Mr.  Cobb,  seconded  by  Mr.  Kay,  it  was 

"Resolved,  by  unanimous  vote  of  the  directors  present  that  the  offer 
made  by  Messrs.  Moore  &  Schley  to  sell  and  have  conveyed  to  this  com- 
]iany  the  property  of  The  P.  H.  Mayo  &  Bros.,  Incorporated,  as  specified 
in  said  offer,  for  the  number  of  shares  of  common  stock  and  preferred 
stock  and  the  amount  of  cash  named  in  said  offer,  be  accepted,  and  upon 
the  delivery  to  this  company  of  satisfactory  conveyances  of  said  business 
and  property,  specified  in  said  offer,  the  proper  officers  of  this  Company  be 
and  they  are  hereby  authorized  to  issue  and  deliver  to  said  Moore  & 
Schley,  or  their  assigns  or  nominees,  in  payment  therefor,  certificates  for 
the  number  of  shares  of  the  common  and  preferred  stock  of  this  company, 
and  to  pay  to  said  Moore  &  Schley  the  amount  of  cash  specified  to  be 
paid  in  said  offer;  to  assume^  in  the  name  of  this  company  the  liabilities 
referred  to  in  said  offer,  and  the  completion  of  the  unperformed  part  of 
contracts   referred   to   in   said   offer,   and   to   do   all    things   necessary  to 


860      COKPORATION  FORMS  AND  PRECEDENTS. 

carrj'  this  resolution  into  effect."  (From  minutes  of  meeting  of  Di- 
rectors of  Continental  Tobacco  Company,  held  December  20,   1808.) 

The  acquisition  of  the  property  described  in  the  above  resolution  is  con- 
sidered in  I'nited  States  v.  American  Tobacco  Company,  221  U.  S.  106,  161, 
56  Ed.  663,  6S6.  where  the  court  said:  "The  new  company  [Continental 
Tobacco  Company]  issued  its  stock  and  took  transfers  to  the  plants,  as- 
sets, and  business  of  five  large  and  successful  competing  plug  manufac- 
turers. ' ' 

See  Forms  1260-1267,  supra. 

Form  1284. 

RESOLUTION  TO  SELL  PROPERTY  AND  BUSINESS  IN 

EXCHANGE  FOR  SHARES  OF  STOCK  OF 

VENDEE  AND  CASH. 

''Resolved,  That  the  President  and  Secretary  be  and  they  are  hereby 
authorized  and  directed  to  execute  with  the  seal  of  the  company  and  de- 
liver to  Continental  Tobacco  Company  a  conveyance  or  conveyances  of  the 
plug  tobacco  business  owned  by  The  American  Tobacco  Company  on  Jan- 
uary 1st,  1898,  and  the  property,  assets,  trade-marks,  good-will  and  rights 
pertaining  to  such  business  then  owned  by  said  The  American  Tobacco 
Company  upon,  the  delivery  to  the  President  of  this  company  by  Continental 
Tobacco  Company  in  payment  therefor,  of  one  hundred  and  tive  thousand 
(105,000)  shares  of  the  Preferred  stock  and  one  hundred  and  five  thousand 
(105,000)  shares  of  the  Common  stock  of  said  Continental  Tobacco  Com- 
pany issued  in  the  name  of  The  American  Tobacco  Company  and  the 
payment  to  said  President  by  Continental  Tobacco  Company  of  three 
hundred  thousand  dollars  ($300,000)  in  cash  in  full  of  interest  on  said 
purchase  price,  and  an  additional  sum  in  cash  equal  to  the  losses  sus- 
tained in  the  conduct  of  such  plug  tobacco  business  since  January  1st, 
1898,  and  that  said  officers  execute  and  deliver  to  the  Continental 
Tobacco  Company,  similar  conveyances  of  the  business  and  assets  ac- 
quired by  this  company  from  Drummond  Tobacco  Company  (except  the 
good-will  and  business  of  smoking  tobacco  and  cigarettes)  upon  the 
delivery  to  the  President  of  this  company  by  Continental  Tobacco  Com- 
pany of  thirty-four  thousand  five  hundred  and  seventy-five  (34,575) 
shares  of  the  preferred  stock,  and  thirty-four  thousand  five  hundred  and 
seventy-five  (34,575)  shares  of  the  Common  stock  of  said  Continental 
Tobacco  Company  issued  in  the  name  of  The  American  Tobacco  Com- 
pany and  the  payment  to  said  President  by  Continental  Tobacco  Com- 
pany of  such  sum  in  cash  in  lieu  of  interest  on  said  purchase  price  as 
said  President  may  agree  upon  with  said  Continental  Tobacco  Company 
and  that  said  officers  execute  and  deliver  to  Continental  Tobacco  Com- 
pany similar  conveyances  of  the  business  and  assets  reacquired  by  this 
company  from  The  Brown  Tobacco  Company  upon  the  delivery  to  the 
President  of  this  company  by  the  Continental  Tobacco  Company  of 
eleven  thousand  seven  hundred  and  ninety-six  (11,796)  shares  of  the 
preferred  stock  and  eleven  thousand  seven  hundred  and  ninety-six 
(11,796)  shares  of  the  common  stock  of  said  Conttnental  Tobacco 
Company,  and  the  payment  of  such  sum  in  lieu  of  the  interest 
on  the  said  purchase  price  as  the  said  President  may  agree  upon  with 
the   said   Continental   Tobacco   Company,   and   full   authority   is    hereby 


ISSUE  OP  STOCK  FOR  PROPERTY.      861 

granted  to  said  President  to  make  such  adjustment  as  may  be  necessary 
in  completiiif,'  the  sales  of  the  foregoing  businesses  and  properties  and 
in  equitably  adjusting  the  profits  and  losses  made  in  the  eondurt,  since 
January  Ist,  1898,  of  said  businesses  or  any  of  them,  and  in  jtroviding  for 
allowances  for  assets  withdrawn  from  or  added  to  saiil  businesses  or  any 
of  them  since  the  said  date,  and  interest  thereon  and  if  such  adjustments 
make  it  necessary  or  prudent  in  the  judgment  of  said  President  to  accept 
a  less  or  greater  number  of  shares  of  stock  of  Continental  Tobacco  Com- 
pany as  purchase  price  of  the  above  mentioned  businesses  or  any  of  them 
than- is  heretofore  named  as  the  respective  prices  thereof,  said  President 
is  hereby  authorized  and  fully  empowered  to  so  increase  or  diminish  the 
number  of  shares  of  such  stock  to  be  delivered  to  him  as  he  judges  proper 
and  to  the  best  interest  of  this  company."  (From  minutes  of  meeting  of 
Directors  of  The  American  Tobacco  Company,  held  December   10,   1898.) 

The  acquisition  of  this  property  of  The  American  Tobacco  Company  by 
the  Continental  Tobacco  Company  was  considered  by  the  court  in  United 
States  V.  American  Tobacco  Co.,  221  U.  S.  106,  161,  56  L.  Ed.  663,  686. 

See  Forms  12G0-1267,  supra. 

Form  1285. 

RESOLUTION  TO  ACQUIRE  ENTIRE  COMMON  CAPITAL 

STOCK  OF  A  COMPANY  IN  EXCHANGE  FOR 

PREFERRED  AND  COMMON  STOCK 

OF  PURCHASER  AND  CASH. 

Messrs.  Moore  &  Schley  offered  to  sell  the  entire  common  capital  stock, 
consisting  of  thirty  thousand  (30,000)  shares  of  the  par  value  of  one  hun- 
dred dollars  ($100)  each,  of  P.  Lorillard  Company,  a  corporation  organized 
and  existing  under  the  laws  of  the  State  of  New  Jersey,  for  thirty  thou- 
sand (30,000)  shares  of  the  preferred  stock  and  thirty  thousand  (30,000) 
shares  of  the  common  stock  of  Continental  Tobacco  Company  and  one 
hundred  seventy-two  thousand  five  hundred  ($172,500)  dollars  in  cash  in 
lieu  of  interest:  All  profits  of  the  business  of  said  P.  Lorillard  Company, 
from  and  after  January  1st,  1898,  except  dividends  which  shall  have  accrued 
upon  the  preferred  stock  of  said  comjiany  to  inure  to  the  benefit  of  Con- 
tinental Tobacco  Company  as  holder  of  said  stock  subject  to  any  rights  in 
such  profits  that  the  preferred  stockholders  of  said  P.  Lorillard  Company 
may  be  entitled  to. 

At  this  point  Mr.  Lorillard  retired  from  the  meeting. 

On  motion  of  Mr.  Leopold,  seconded  by  Mr.  Eay,  it  was 

'' Resolved:  by  the  unanimous  vote  of  the  directors  present  that  the 
offer  of  Messrs.  Moore  &  Schley  to  sell  and  transfer  to  this  company  the 
shares  specified  in  the  foregoing  offer  for  the  number  of  shares  of  common 
and  preferred  stock  of  this  company  and  the  amount  of  cash  named  in 
said  offer,  be  accepted,  and  upon  the  delivery  of  said  shares  of  said  P. 
Lorillard  Company  to  this  company  the  proper  officers  be,  and  they  are 
hereby  authorized  to  issue  and  deliver  to  said  Moore  &  Schley  or  their 
assigns  or  nominees,  in  payment  therefor,  certificates  for  the  number  of 
shares  of  the  common  and  preferred  stock  of  this  company,  and  to  pay 
to  said   Moore   &   Schley  the  amount   of  cash  specified   to   be   paid   as   in 


862      CORPORATION  FORMS  AND  PRECEDENTS. 

said  ofifer  set  forth  aud  to  do  all  things  necessary  to  carry  this  resolution 
into  effect." 

On  motion  of  Mr.  Bay,  seconded  by  Mr.  Schley,  it  was 
"Eesolved,  that  this  company  purchase  from  the  holders  of  the  preferred 
stock  of  P.  Lorillard  Company,  or  any  of  them,  their  respective  holdings 
of  such  preferred  stock  whenever  the  same  may  be  offered,  fully  paid  and 
free  from  all  liens  and  incumbrances  within  six  (6)  months  of  this  date 
in  such  amounts  as  under  this  resolution  can  be  paid  in  whole  shares  only 
of  the  preferred  stock  of  Continental  Tobacco  Company,  and  that  such 
preferred  stock  so  purchased  shall  be  paid  for  by  the  issue  of  preferred 
stock  of  Continental  Tobacco  Company  in  the  proportion  of  eight  shares 
of  the  preferred  stock  of  Continental  Tobacco  Company  for  seven  (7) 
shares  of  the  preferred  stock  of  P.  Lorillard  Company  which  is  adjudged 
to  be  the  value  thereof;  and  that  the  President  and  Secretary  and  other 
officers  of  this  company,  be  and  they  are  hereby  authorized  and  directed 
to  issue  the  preferred  stock  of  Continental  Tobacco  Company,  and  to  take 
all  other  steps  necessary  to  carry  this  resolution  into  effect."  (From  the 
minutes  of  the  meeting  of  the  directors  of  the  Continental  Tobacco  Com- 
pany, held  on  December  20,  1898.) 

The  effect  of  this  purchase  by  the  Continental  Tobacco  Company  was  con- 
sidered in  United  States  v.  American  Tobacco  Co.,  221  U.  S.  106,  144,  162, 
56  L.  Ed.  663,  680,  687. 

Form  1286. 

RESOLUTION  OF  STOCKHOLDERS  AUTHORIZING  SALE 

OF  CORPORATE  PROPERTY  FOR  STOCK 

IN  NEW  CORPORATION. 

Whereas,  the  officers  of  the  Success  Mining  Company  have  received  a 
proposition  in  words  and  figures  as  follows,  to  wit :  "  Pursuant  to  a  resolu- 
tion duly  adopted,  the  Colorado  Mining  Company,  a  Utah  corporation,  does 
hereby  offer  the  sum  of  fifteen  thousand  dollars  cash,  or  seventy-nine  thou- 
sand and  five  hundred  shares  of  the  treasury  stock  of  the  Colorado  Min- 
ing Company,  as  the  purchase  price  for  the  Success  mining  claim,  U.  S. 
lot  No.  260,  together  with  all  other  real  and  personal  property  owned  by 
said  Success  corporation. 

'  The  Colorado  Mining  Company  by  Jesse  Knight,  President.     W.  Lester 
Mangum,  Secy." 

And,  whereas,  the  Success  Mining  Company  is  not  a  financial  success,  and 
is  not  a  going  concern,  and  has  been  unable  to  find  any  ore  or  valuable 
minerals  in  its  ground,  and  in  order  to  conduct  its  business  it  has  been, 
and  will  be  in  the  future,  necessary  to  levy  and  collect  assessments  from  its 
stockholders. 

And,  whereas,  the  stockholders  are  desirous  of  discontinuing  operations 
of  the  company's  property: 

Now,  therefore,  be  it  resolved:  That  the  president  and  secretary  be,  and 
they  are  hereby,  authorized  to  accept  seventy-nine  thousand  and  five  hun- 
dred shares  of  the  treasury  stock  of  the  Colorado  Mining  Company,  a 
Utah  corporation,  as  the  full  purchase  price  for  the  Success  mining  claim, 
U.  S.  lot  No.  260,  together  with  all  other  real  and  personal  property  owned 
by  this  corporation,  ami  that  the  president  and  secretary  of  this  corpora- 


ISSUE  OF  STOCK  FOR  PROPERTY.      863 

tion  be,  and  they  are  hereby,  authorized  and  directed  to  make,  execute  and 
deliver,  for  and  on  behalf  of  this  corporation,  deeds  of  conveyance  of  all 
the  real  and  personal  property  Ijelonf^in;^  to  this  corporation,  and  to  deliver 
the  same  to  the  Colorado  Mininjj  Company,  iijion  receivinf^  for  the  use  and 
benetit  of  this  corporation  seventy-nine  thousand  and  five  hundred  shares 
of  the  treasury  stock  of  the  said  Colorado  Mining  Company.     And, 

Be  it  further  resolved,  that  the  board  of  directors  of  the  Success  Mining 
Company  be  and  it  is  hereby  requested,  after  it  has  received  for  the  use 
and  benefit  of  this  corporation  the  said  seventy-nine  thousand  and  five 
hundred  shares  of  the  treasury  stock  of  said  Colorado  Mining  Company, 
from  the  sale  of  real  and  personal  property  of  this  corporation,  to  declare 
a  dividend  of  all  said  treasury  stock  so  received,  and  to  pay  the  same  to 
the  stoi'kholiiers  of  this  corporation  pro  rata  vrith  their  holdings  as  shown 
by  the  books  of  this  corporation  upon  delivery  by  said  stockholders  to  the 
secretary  of  this  corporation  for  cancellation  of  all  their  properly  endorsed 
certificates  of  stock  in  the  Success  Mining  Company. 

See  Kimball  v.  Success  Mining  Co.,  (Utah),  110  P.  872,  where  the  fore- 
going resolutions  were  considered. 

Sec  for  sale  of  entire  property  of  embarrassed  or  unsuccessful  corpora- 
tion. Cook  on  Corporations,  §  670;  Clark  &  M.,  Corp.,  §  629. 

Form  1287. 

RESOLUTION  OF  DIRECTORS  AUTHORIZING  PURCHASE 
OF  PROPERTY  WITH  STOCK. 

Resolved,  That  the  president,  F.  A.  Phelps,  Jr.,  and  the  treasurer,  E.  M. 
Rodrock,  be  and  they  hereby  are  authorized  and  empowered  to  execute,  ac- 
knowledge and  deliver  to  the  Remington  Automobile  and  Motor  Company, 
a  corporation  of  said  state,  a  proper  bill  or  bills  of  sale  transferring  to  said 
Remington  Automobile  and  Motor  Company  all  the  rights,  assets,  plant 
supplies,  patents  and  property  of  every  kind  and  description,  including 
good-will,  etc.,  of  the  said  Quick  Manufacturing  Company,  in  considera- 
tion of  six  thousand  ($6,000)  dollars  of  the  capital  stock  of  said  Reming- 
ton Automobile  and  Motor  Company,  and  the  assumption  by  said  Remington 
Automobile  and  Motor  Company  of  the  outstanding  liabilities  of  the  said 
Quick  Manufacturing  Company,  amounting  to  five  hundred  and  twenty-nine 
dollars  and  one  cent  ($529.01.) 

See  In  re  Remington,  etc.  Motor  Company,  139  Fed.  766,  where  the  above 
instrument  is  set  forth. 

Form  1288. 
RESOLUTION  TO  PURCHASE  PROPERTY. 

Resolved,  That  this  Company  do  purchase  of  the  Quick  Manufacturing 
Company,  a  corporation  of  the  state  of  New  Jersey,  all  its  rights,  assets, 
plant,  material  supplies,  patents  and  property  of  every  kind  and  descrip- 
tion, including  good-will,  etc.,  and  that  it  pay  in  consideration  thereof  the 
sum  of  six  thousand  ($6,000)  dollars  of  the  capital  stock  of  this  com- 
pany, said  stock  to  be  taken  in  part  payment  of  the  purchase  price,  .\t  the 
rate  of  seventy-five  ($75)  dollars  per  share,  and  said  stock  to  be  issued 
as  full-paid  non-assessable  stock  for  the  purchase  of  the  property  aforesaid 
and  to  be  designated  as  stock  issued  for  property  purchased. 


864   CORPORATION  FORMS  AND  PRECEDENTS. 

Further  resolved,  That  this  company  assume  the  outstanding  liabilities  of 
the  said  Quick  Manufacturing  Company,  which  amount,  according  to  the 
certificate  of  the  treasurer  thereof,  to  five  hundred  and  twenty-nine  dollars 
and  one  cent  ($529.01),  and  that  it  pay  to  the  several  creditors, of  the 
said  Quick  Manufacturing  Company  the  sums  of  money  due  to  said  creditors 
by  its  own  checks  and  take  due  receipts  therefor. 

Further  resolved,  That  this  company  also  assume  the  lease  of  said  Quick 
Manufacturing  Company  on  its  property,  3  and  5  Oliver  Street,  in  the  City 
of  Newark,  Essex  county.  New  Jersey,  which  said  lease  is  to  run  to  the  first 
day  of  May,  1901,  and  the  rent  to  be  at  the  rate  of  thirty-one  dollars  and 
twenty-five  cents   ($31.25)   monthly. 

See  In  re  Remington,  etc.  Motor  Company,  139  Fed.  766,  where  the  above 
instrument  is  set  forth. 

Form  1289. 

EXTRACTS  FROM  MINUTES  OF  STOCKHOLDERS'  MEET- 
ING AUTHORIZING  PURCHASE  OF  PROPERTY 
FROM  PROMOTERS,  CONTAINING  PRO-       * 
POSED  AGREEMENT  OF  SALE. 

Whereas,  N.  J.,  of  Philadelphia,  has  purchased  and  offered  to  sell  to  this 
Company  the  property  consisting  of  1,000  shares,  being  the  entire  capital 

stock  of  the    Company,  a  corporation  of  the  State  of 

Pennsylvania,  to  be  assigned  and  transferred  to  this  Company,  or  to  such 
persons  as  this  Company  shall  designate,  and  has  purchased  and  offered  to 

cause  to  be  conveyed  to  and  vested   in  J.  M.,  of  the    Trust 

Company,  of  Philadelphia,  in  fee  simple,  clear  and  free  from  all  encum- 
brances, except  as  hereinafter  stated,  to  hold  upon  a  declaration  of  trust 
in  favor  of  the  said Company  (but  subject  to  such  mort- 
gage or  mortgages  to  secure  bonds  of  this  Company  as  this  Company  shall 
direct),  the  following  flour  milling  properties  in  the  State  of  Pennsylvania, 
viz :   in  consideration  of, 

First.  The  issue  of  preferred  stock  of  this  Company  to  the  amount  of 
$272,000; 

Second.  The  issue  of  common  stock  of  this  Company  to  the  amount  of 
$3,000,000; 

Third.  The  note  of  this  Company  for  $150,000  at  ninety  days,  bearing 
6  per  cent,  interest,  payable  to  the  said  N.  J.  or  to  such  person  or  corpora- 
tion as  he  shall  designate;  to  be  secured  by  First  Mortgage  Bonds; 

Fourth.  The  note  of  this  Company  for  $6,000  at  ninety  days,  bearing 
6  per  cent,  interest,  payable  to  the  said  N.  J.  or  to  such  person  or  corpora- 
tion as  he  shall  designate; 

Fifth.  The  note  or  notes  of  this  Company  to  the  amount  of  $20,000,  at 
sixty  days,  with  such  endorsements  as  the  said  N.  J.  shall  require,  and 
secured  by  collateral  consisting  of  preferred  stock  of  this  Company  to  the 
amount  of  $20,000,  both  of  which  amounts  are  included  in  the  above  items 
of  $272,000  of  preferred  stock  and  $3,000,000  of  common  stock; 

Provided,  That  this  Company  shall  issue  its  bonds  to  such  person  or  corpo- 
ration as  the  said  N.  J.  shall  designate,  for  $150,000,  payable  in  90  days, 
or  at  a  time  to  be  designated  by  the  said  N.  J.,  bearing  interest  at  the 
rate  of  6  per  cent,  per  annum  until  paid,  and  shall  cause  the  said  bonds 


ISSUE  OF  STOCK  FOR  PROPERTY.      865 

to  be  secured  by  the  said  J.  M.'s.  First  Mortgage  of  the  following  flour 
milling  properties  above  mentioned,  viz:    (description  omitted); 

And  Provided  Further,  That  the  said  J.  M.  shall,  by  declaration  of 
trust   to  be  executed  and  acknowledged  by  him  and   filed  with   the  Union 

Trust  Company  of  Philadelphia,  declare  as  to  the  said   mills 

above  mentioned,  that  he  holds  the  said  properties  subject  only  to  the  mort- 
gage securing  the  said  bond  for  $ir}(),0()0,  the  said Compan}-  's 

Mill  subject  only  to  the  existing  mortgage  of  $11,000,  and  the  said 

Company's  mill  subject  only  to  the  existing  mortgage  of  $8,000  and  to  the 
first  declaration  of  trust  above  mentioned,  in  trust  for  such  uses  and 
purposes  as  the  said  Philadelphia  Milling  Company  shall  direct; 

And  Whereas,  There  has  been  submitted  to  this  meeting  Mr.  Hannan 's 
estimate  of  the  value  of  the  properties  otfered  by  Mr.  J.  as  aforesaid,  which 
reads  as  follows:      (Estimate  omitted.) 

And  Whereas,  a  form  of  agreement  of  sale  proposed  to  be  executed  by 
the  Company  and  said  J.  has  been  submitted,  which  reads  as  follows: 

This  agreement,   made   the    day   of    ,   19...., 

between  N.  J.,  of  Philadelphia,  Pennsylvania,  hereinafter  called  the  ' '  Ven- 
dor," party  of  the  first  part,  and  Eastern  Milling  and  Export  Company, 
a  corporation  incorporated  under  the  laws  of  the  State  of  New  Jersey,  here- 
inafter called  "The  Company,"  party  of  the  second  part; 

Witnesseth,  That  the  said  Vendor  for  and  in  consideration  of  the  mat- 
ters and  things  hereinafter  set  forth,  hereby  agrees  to  sell  and  convey  to 
the  Company  One  Thousand  (1,000)  shares  owned  by  him,  being  the  entire 
capital  stock  of  the  Philadelphia  Milling  Company,  a  corporation,  in- 
corporated under  the  laws  of  the  State  of  Pennsylvania,  and  said  Vendor 
hereby  agrees  to  assign  and  transfer  said  stock  in  such  amounts  as  it  shall 
name,  to  the  Company  or  to  such  nominee  or  nominees,  as  the  Company 
shall  designate; 

And  the  said  Vendor  further  agrees  to  cause  to  be  conveyed  and  vested 
in  J.  C.  M.,  of  the  Union  Trust  Company  of  Philadelphia,  in  fee  simple, 
free  and  clear  from  all  encumbrances  except  as  hereinafter  stated,  to  hold 
upon  a  declaration  of  trust  in  favor  of  the  said  Philadelphia  Milling  Com- 
pany (but  subject  to  such  mortgage  or  mortgages  to  secure  bonds  of  this 
Company  as  this  Company  shall  direct)  the  following  flour  milling  prop- 
erties in  the  State  of  Pennsylvania,  viz:    (description  omitted); 

In  consideration  of  the  premises,  the  Company  hereby  agrees  upon  the 
delivery  of  the  said  properties  to  it,  and  the  performance  of  the  said  agree- 
ments on  the  part  of  the  said  Vendor,  to  issue  and  deliver  to  the  Vendor  the 
following : 

First.  Preferred  stock  of  the  Company  to  the  amount  at  par  of  two 
hundred  and  seventy-two  thousand   ($272,000)  dollars. 

Second.  Common  stock  of  the  Company,  to  the  an:ount  at  par  of  three 
million    ($3,000,000)    dollars. 

Third.  The  note  of  the  Company  for  one  hundred  and  fifty  thousand 
($150,000)  dollars  at  ninety  days,  bearing  six  per  cent,  interest,  payable 
to  the  said  N.  J.,  or  to  such  person  or  corporation  as  he  shall  designate. 
to  be  secured  by  first  mortgage  bond  collateral,  etc.,  as  hereinafter  stated; 

Fourth.  The  note  of  the  Company  for  six  thousand  ($6,000)  dollars, 
at  ninety  days  bearing  six  per  cent,  interest,  payable  to  the  said  N.  J. 
or  to  such  person  or  corporation  as  he  shall  designate; 


866   CORPORATION  FORMS  AND  PRECEDENTS. 

Fifth.  The  note  or  notes  of  the  Company  to  the  amount  of  twenty 
thousand  ($20,000)  dollars,  at  sixty  days,  with  such  indorsements  as  the 
said  N.  J.  shall  require,  and  secured  by  collateral  consisting  of  preferred 
stock  of  the  Company  to  the  amount  of  $20,000,  and  common  stock  of  the 
Company  to  the  amount  of  $20,000,  both  of  which  amounts  are  included 
in  the  above  items  of  $272,000  of  preferred  stock  and  $3,000,000  of  com- 
mon stock. 

Provided,  That  the  Company  shall  issue  its  bonds  to  such  person  or 
corporation  as  the  said  N.  J.  shall  designate  for  $150,000  payable  in  ninety 
days  or  at  a  time  to  be  designated  by  the  said  N.  J.  bearing  interest  at 
the  rate  of  6  per  cent,  per  annum  until  paid,  and  shall  cause  the  said  bonds 
to  be  secured  by  the  said  J.  M's.  First  Mortgage  of  the  following  flour 
milling  properties  above  mentioned,  viz:  (description  omitted),  which 
said  bonds  for  one  hundred  and  fifty  thousand  ($150,000)  dollars  so 
secured  by  First  Mortgage,  shall  be  given  as  collateral  security  for  the 
note  of  the  Company  for  one  hundred  and  fifty  thousand  ($150,000)  dol- 
lars, above  mentioned. 

In  Witness  Whereof,  the  said  Vendor  has  hereunto  set  his  hand  and  seal, 
and  the  said  Company  has  hereunto  set  its  corporate  seal,  attested  by  the 
hand  of  its  secretary  the  day  and  year  first  above  written. 

Signed,  sealed  and  delivered  in 
the  presence  of: 


[Seal] 

Eastern  Milling  and  Export  Company, 

[Corporate  Seal]  By 

President. 
Attest : 

Secretary. 

Now,  Therefore,  Eesolved,  That  it  appears  to  the  stockholders  of  this 
Company  that  the  property  described  in  the  foregoing  preamble,  viz:  1,000 
shares  of  the  capital  stock  of  the  Philadelphia  Milling  Company  and  said 
milling  properties,  is  necessary  for  the  business  of  this  Company,  and  that 
the  same  is  of  the  value  of  three  million  four  hundred  and  forty-eight  thou- 
sand ($3,448,000)  dollars. 

And  Resolved,  That  the  Board  of  Directors  of  this  Company  be,  and 
they  are  hereby,  authorized  and  directed  to  purchase  the  above  mentioned 
property  for  the  said  price  and  to  issue  said  stock  and  notes  as  the  pur- 
chase price  or  full  consideration  and  to  cause  the  agreement  of  sale  above 
recited  to  be  executed  and  performed  by  this  Company,  provided  that,  in 
the  judgment  of  the  Board  of  Directors,  the  said  property  is  of  the  value 
above  stated. 

And  Further  Resolved,  That  the  president  of  this  Company  in  writing 
direct  the  said  N.  J.  to  cause  conveyance  of  the  nine  Pennsylvania  Mill 
properties  mentioned  in  the  agreement  between  the  said  N.  J.  and  this 
Company  above  referred  to,  to  be  made  to  J.  M.,  said  mill  properties  being 
as  follows;   (description  omitted). 

The  following  resolution  was  also  unanimously  adopted: 

Resolved,  That  the  officers  of  the  Company  are  hereby   directed  to  issue 


ISSUE  OF  STOCK  FOR  PROPERTY.      867 

and  deliver  notes  of  the  Eastern  Milling  and  Export  Company,  in  the 
amounts,  for  the  time  and  to  the  persons  named  as  follows: 

First.  A  note  of  this  Company  for  $150,000,  to  the  order  of  N.  J.,  for 
ninety  days,  at  six  per  cent. 

Second.  A  note  of  this  Company  for  $20,000,  to  the  order  of  N.  J.  for 
sixty  days,  at  six  per  cent. 

Third.  A  note  of  this  Company  for  $6,000,  to  the  order  of  N.  J.  at 
ninety  days  at  six  per  cent.,  in  accordance  with  the  terms  of  the  agree- 
ment between  the  said  N.  J.  and  this  Comjiany,  and  ahuve  referred  to. 

The  following  resulution  was  offered  and  unanimously  adopted: 

Resolved,  That  the  president  of  the  Company  direct  J.  C.  M.  to  execute, 
acknowledge  and  deliver  to  the  Union  Trust  Company  of  Philadelphia, 
the  declaration  of  trust  mentioned  in  the  agreement  betwen  N.  J.  and  this 

Company,  wherein  the  said  J.  M.  shall  declare  that  he  holds 

Mill  property  upon  the  terms,  conditions  and  trusts  mentioned  in  said  agree- 
ment, the  form  of  said  declaration  of  trust  to  be  approved  by  the  counsel 
of  this  Company. 

And  Be  It  Further  Resolved  that  the  president  direct  the  said  J.  M. 
to  execute,  acknowledge  and  deliver  to  the  Union  Trust  Co.  of  Philadelphia 
the  declaration  of  trust  mentioned  in  the  agreement  between  N.  J.  and 
this   Company,   wherein   the   said   J.    M.    shall    declare   that   he   holds   the 

Mill,  the Company 's  Mill,  the 

Milling  Company's   Mill,   upon   the   terms,   trusts   and 

conditions  mentioned  in  said  agreements,  the  form  of  said  declaration  of 
trust  to  be  approved  by  the  counsel  of  this  Company. 

The  following  resolution  was  offered  and  unanimously  adopted: 

Resolved,  That  preferred  stock  of  the  Company  to  the  amount  of  two 
hundred  and  seventy-two  thousand  dollars  be  issued  and  delivered  for  the 
purchase  of  property,  in  accordance  with  the  terms  of  the  contract  between 
the  said  N.  J.  and  this  Company;  and  further,  that  common  stock  of  this 
Company  to  the  amount  at  par  of  three  million  dollars  be  issued  and 
delivered  for  the  purchase  of  property,  in  accordance  with  the  terms  of 
said  agreement  between  the  said  N.  J.  and  this  Company;  and  further, 
that  the  proper  officers  of  this  Company  are  hereby  authorized  to  issue  said 
stock  accordingly. 

See  Gochnauer  v.  Union  Trust  Co.,  225  Pa.  503.  See  generally  as  to 
issue  of  stock  for  property,  (^ook  on  Corporations,  §§  18-24,  43-50,  423, 
7G6;   Clark  ic  M.,  Corp.,   §§384,  385. 

Form  1290. 
EXTRACT  FROM  MINUTES   CONTAINING  INCORPORA- 
TORS' AND  DIRECTORS'  RESOLUTIONS  TO 
AUTHORIZE  ISSUE  OF  CAPITAL 
STOCK  FOR  PATENTS. 

RESOLUTION'    OK    INCORI'OK.^TOKS. 

Whereas,  George  H.  Carpenter  offers  to  cause  to  be  transferred  to  this 
company,  for  and  in  consideration  of  the  issue  to  himself  and  his  asso- 
ciates, of  $475,000.00  of  the  full-paid  non-assessable  capital  stock  of  this 
company,  certain  patents  covering  certain  inventions  relating  to  the  use 
of  carbonic  acid  gas  and  apparatus  for  containing  carbonic  acid  gas   which 


868   CORPORATION  FORMS  AND  PRECEDENTS. 

are  more  particularly  described  as  follows:  United  States  patent  JMo. 
545,351,  dated  August  27,  1895,  and  United  States  patent  No.  610,127, 
dated  August  30,  1898,  both  issued  to  Victor  Durafort,  for  the  development 
of  which  patents  this  company  is  organized; 

Now,  therefore,  be  it  resolved,  that  the  stockholders  of  the  company  de- 
clare the  said  patents  to  be  in  their  judgment  of  the  reasonable  value  of 
$475,000.00 ; 

And,  Further  Be  It  Resolved,  that  the  directors  of  the  company  be  author- 
ized to  issue  capital  stock  of  the  company,  full-i)aid  and  non-assessable,  to 
the  extent  of  $475,000.00,  to  said  George  H.  Carpenter,  William  C.  Hill, 
Harlan  W.  Brush  and  Leonard  D.  Baldwin,  for  and  in  consideration  of 
the  assignment  to  this  company  of  said  patents. 

RESOLUTION  OF  DIRECTORS. 

Whereas,  the  incorporators  and  subscribers  for  the  capital  stock  of  the 
company  have  examined  into  the  value  of  tne  Durafort  inventions  and  the 
United  States  patents  covering  the  same,  and  have,  in  a  -esolution  duly 
adopted,  at  the  first  meeting  of  the  company,  expressed  their  assent  that 
the  same  should  be  acquired  for  the  purposes  of  the  company,  and  that 
$475,000.00  of  the  capital  stock  of  the  company  should  be  issued  as  full- 
paidand  non-assessable  against  the  said  patents  in  said  resolution  described; 
And  Whereas,  each  of  the  members  of  the  board  of  directors  has  for  him- 
self investigated  the  value  of  such  inventions: 

Now,  therefore,  be  it  resolved,  that  the  board  of  directors  adjudge  and 
declare  said  patents,  to  wit,  certain  patents  covering  certair  inventions 
relating  to  the  use  of  carbonic  acid  gas,  and  apparatus  for  containing 
carbonic  acid  gas,  which  are  more  particularly  described  as  follows:  United 
States  patent  No.  545,351,  dated  August  27,  1895,  and  United  States  patent 
No.  610,127,  dated  August  30,  1898,  both  issued  to  \^ictor  Durafort,  to 
be  of  the  fair  and  reasonable  value  of  $475,000.00; 

And  further  be  it  resolved,  that  the  company  issue  its  full-paid  and 
non-assessable  stock  to  the  extent  of  $475,000.00  in  consideration  of  the 
transfer  of  said  patents  to  the  Monarch  Corporation. 

The  secretary  reported  that  George  H.  Carpenter  and  William  C.  Hill  ha>l 
executed  an  assignment  of  certain  patents  covering  certain  inventions 
relating  to  the  use  of  carbonic  acid  gas  and  apparatus  for  containing  carbonic 
acid  gas  which  are  more  particularly  described  as  follows:  United  States 
patent  No.  545,351,  dated  August  27,  1895,  and  United  States  patent  No. 
610,127,  dated  August  30,  1898,  both  issued  to  Victor  Durafort,  referred 
to  in  the  foregoing  resolution,  to  the  Monarch  Corporation,  and  had  file.l 
with  him  copies  of  such  patents  and  of  the  assignments  of  the  same,  to 
the  said  George  H.  Carpenter  and  William  C.  Hill,  together  with  a  writteu 
direction  that  the  capital  stock  of  the  company  to  be  issued  against  the 
assignment  of  said  patents'  be  issued  to  the  following  named  persons  in  the 
amounts  set  opposite  their  respective  names,  to  wit:  George  II.  Carpenter, 
$175,000.00;  William  C.  Hill,  $175,000.00;  Harlan  W.  Brush,  $100,000.00; 
Leonard  D.  Baldwin,  $25,000.00. 

Resolved:  That  the  officers  of  the  company  be  directed  to  issue  $475,- 
000.00  of  the  stock  of  the  company  in  the  amounts  set  opposite  the  names  of 
the  respective  persons  named  in  the  written  direction  of  George  H.  Carpen- 
ter and  William  C.  Hall  heretofore  filed  with  the  company  in  satisfaction 
of  the  subscriptions  made  by  said  George  H.  Carpenter,  William  C.  Hill, 


ISSUE  OF  STOCK  FOR  PROPERTY.      869 

Harlan  W.  Brush  and  Leonard  D.  Baldwin  for  stock  of  the  company,  to 
be  paid  in  property. 

See  In  re  Monarch  Corporation,  177  F.  464. 

See  note  to  Form  1268,  .sitpru. 

Form  1291. 
ORDER  FOR  THE  ISSUE  OF  STOCK  CERTIFICATES. 

The    Company. 

"■■•,    I'J 

To  the  president  and  treasurer  of  The 

Relerrinj;  to  the  agreement  made  this  day  between  the  undersigned  and 

said  The Company,  under  the  terms  of  said  agreement  there 

are  to  be  issued  to  me  or  to  such  nominees  as  I  may  in  writing  direct 

shares  of  the  capital  of  said  Company.  I  hereby  direct  you  to  issue  certifi- 
cates of  stock  of  said  Company  to  the  following  persons  in  the  amounts 
set  opposite  their  respective  names. 

Name.  Amount. 


The  respective  receipts  of  such  persons  for  such  certificates  will  be  a 
sufficient  discharge  to  your  Company  under  said  agreement  to  the  extent 
of  the  shares  of  stock  evidenced  by  such  respective  certificates. 

%  [Seal] 

Witnessed  by: 

See  preceding  form. 

'     Form  1292. 

CERTIFICATE   OF   APPRAISEMENT   BY  BOARD   OF 

DIRECTORS  OF  PROPERTY  PROPOSED 

TO  BE  SOLD  TO  CORPORATION  IN 

EXCHANGE  FOR  CAPITAL 

STOCK. 

Whereas    of    has  by  his  certain  written 

offer  to  the Company,  a  corporation  organized  and 

existing  under  the  laws  of  the  State  of ,  dated , 

19.  ... ,  offered  to  assign,  transfer,  and  set  over  to  said   

Company,  the  property  described  in  Exhibit  "A"  hereto  attached,  and  also 

to  assign,   transfer   and   set   over  to   said Company   the 

good-will  of  his  business  as  a  manufacturer  of  heretofore 

carried  on  and  conducted  at   

Now,  therefore,  we,  the  undersigned,  constituting  the  Board  of  Directors 
of  said  Company,  do  hereby  certify  that  we  have  dili- 
gently, carefully  and  fully  investigated  and  ascertained  the  value  of  the 
said  property  described  in  said  Exhibit  "A,"  and  found  the  same  to  be 
of  the  value  of  dollars  ($ ),  and  we  do  hereby  ad- 
judge and  declare  that  the  same  is  of  the  full  and  fair  value  of 

dollars  ($ ).    We  do  hereby  further  certify  that  we  have  also  made 


870      CORPORATION  FORMS  AND  PRECEDENTS. 

a  similar  investigation   of  the  value  of  said  good-vrill   and  find  the  same 
when  taken  in  connection  with  said  business  and  property  above  mentioned 

to  be  of  the   value   of    dollars    ($ ) ,   and   we   do 

hereby   adjudge   and   declare   that   said   good-will   is   of   the   full   and   fair 
value  of   dollars   ($ ). 

"Witness  our  hands  and  seals  this day  of ,  19 .  . . . 

[Seal] 

[ Seal] 

.' [Seal] 

(The  foregoing  certificate  of  appraisement  will  be  found  useful  as  a  form 
to  be  followed  when  the  incorporators  are  required  to  appraise  the  value 
of  property  to  be  sold  to  the  corporation  in  exchange  for  stock,  or  where 
the  statute  provides  that  the  judgment  of  the  board  of  directors  as  to  the 
value  of  property  for  which  stock  is  to  be  issued  shall  in  the  absence  of 
fraud  be  conclusive.  If  desired  the  manner  of  arriving  at  such  conclusion 
may  be  stated  more  in  detail.) 

See  generally  as  to  the  effect  of  the  appraisal  of  property  for  which 
stock  is  to  be  issued,  Cook  on  Corporations,  §§36-46;  Clark  &  M.,  Corp., 
§§389-401. 


CHAPTER  XVI. 

AGREEMENTS    FOR    SALE    AND    PLEDGE 
OF  STOCK  AND  SECURFITES. 

Form  1293. 

VENDOR'S   AGREEMENT    GUARANTEEING   DIVIDENDS 

ON  SHARES  AND  WITH  OPTION  TO 

RE-PURCHASE. 

An  agreement,  made  the day  of  be- 
tween       of   ,  hereinafter  termed   "the 

Vendor, ' '   and    of    ,   hereinafter    termed 

' '  the  Purchaser. ' ' 

'Whereas,  the  said  Vendor  has  this  day  sold  to  the  vendee,  for  the  con- 
sideration  of   $ ,    shares   of   the   capital   stock   of 

the   Company,   a  corporation  organized  under  the 

laws  of ,  such  shares  being  of  the  par  value  of 

Now  therefore,  in  consideration  of  one  ($1)  dollar  in  hand  paid  and 
other  good  and  valuable  considerations,  it  is  agreed  as  follows: 

1.  For  a  period  of years  from  the  date  hereof,  if  the  dividend 

or  dividends  in  respect  of  any  year  paid  on  the  said  shares  shall  not  amount 
to  six  per  cent,  on  the  par  value  amount  of  such  shares,  the  Vendor  shall, 
within  three  calendar  months  after  the  expiration  of  such  year,  pay  to 
the  purchaser  a  sum  equal  to  six  per  cent,  on  the  nominal  amount  of 
such  shares,  less  the  amount  of  the  dividend  or  dividends,  if  any,  actually 
paid  in  respect  of  such  year;  but  any  further  dividend  in  respect  of  the 
same  year  subsequently  paid  on  the  said  shares  shall,  so  far  as  necessary, 
go  to  recoup  what  shall  have  been  paid  in  respect  of  that  year  by  the 
Vendor  pursuant  to  this  agreement. 

2.  The  Vendor  shall  have  the  tirst  option  from  time  to  time  during  the 

said  period  of years  of  re-purchasing  at  par  from  the  purchaser 

such  of  the  said  shares  as  the  purchaser  shall  be  willing  to  sell,  and  the 
following  provisions  with  regard  to  each  such  option  shall  have  effect,  that 
is   to   say — 

(a)  If  and  whenever  during  the  said  period  of  ....  years  the  purchaser 
shall  desire  to  sell  or  transfer  any  of  the  said  shares,  he  must  give  notice 
in  writing  thereof  to  the  Vendor,  and  the  notice  must  specify  the  shares 
which  it  is  desired  to  sell  or  transfer. 

(b)  The  option  shall  in  each  case  be  exercisable  by  notice  in  writ- 
ing signed  by  the  Vendor  and  served  on  the  purchaser,  within  the  period 
of  two  weeks  from  the  service  of  the  notice  referred  to  in  paragraph  (a) 
of  this  clause. 

(c)  "Whilst  the  said  option  subsists  as  regards  any  of  the  said  shares, 
the  purchaser  shall  not  transfer  such  shares  otherwise  than  to  the  Vendor. 

(d)  Whenever  the  option  aforesaid  is  exercised  as  to  any  of  the  said 

871 


872   CORPORATION  FORMS  AND  PRECEDENTS. 

shares,  the  sale  thereof  shall  be  completed  at  the  expiration  of  five  days 
from  the  notice  exercising  option  being  posted,  and  the  completion  shall 
take  place  at  the  office  of  the  company,  at  such  time  as  may  be  agreed  on, 

or  in   default  of  agreement   at    o  'clock   in  the   forenoon ;    and 

at  the  time  so  fixed  for  completion  the  purchase  money  shall  be  duly  paid, 
and  the  shares  so  purchased  shall  be  transferred  to  the  Vendor  or  his 
nominees. 

3.  For  the  purposes  hereof  any  notice  may  be  served  on  either  of  the 
parties  hereto,  his  executors  or  administrators,  either  personally  or  by 
sending  the  same  through  the  post  in  a  registered  letter,  addressed  to  such 
party  or  to  the  executors  or  administrators  of  such  party  at  the  address 
of  such  party  above  specified,  or  at  his  last  known  place  of  abode;  and 
any  notice  so  served  by  post  shall  be  deemed  to  have  reached  the  person 
or  persons  to  whom  it  is  addressed  on  the  day  following  that  on  which 
it  is  posted;  and  a  notice  to  the  executors  or  administrators  as  aforesaid 
need  not  name  them. 

In  witness  whereof,  the  said  parties  hereto  have  hereunto  set  their  hands 
and  seals  the   day  and  year  first  above  written. 

Witness : 

[Seal] 

[Seal] 

See  as  to  guarantee  of  dividends,  Cook  on  Corporations,  §  775;  Clark  & 
M.,  Corp.,   §  184. 

See  Form  1238,  supra. 

Form  1294. 
AGREEMENT  FOR  SALE  OR  RETURN  OF  STOCK. 

Whereas  John  Brynteson  of  Campbell,  California,  has  paid  fifteen  thou- 
sand ($15,000J  dollars  for  fifty  thousand  shares  of  the  stock  of  the  Ophir 
Consolidated  Mines  Company,  as  evidenced  by  certificates  number  1090,  1091' 
1092,  1093,  1094,  109.5,  1096,  1097,  1098,  and  1099,  issued  to  him  April  2d, 
4902;  therefore,  be  it  understood,  that  the  undersigned  hereby  bind  them- 
selves to  return  to  said  John  Brynteson  said  fifteen  thousand  ($15,000)  dol- 
lars, with  interest  on  the  same  at  the  rate  of  six  per  cent,  per  annum, 
eighteen  months  after  the  date  hereof,  if  said  John  Brynteson  be  not 
satisfied  with  aforesaid  investment. 

Dated  Milwaukee,  Wisconsin,  this  7th  day  of  April,  A.  D.  1902. 

The   Ophir   Consolidated   Mines   Company, 

By  J.  O.  Buckley,  President. 
Countersigned:    Thomas  F.   Somers,   Secretary, 

J.  O.  and  W.  S.  Buckley. 

The  above  agreement  was  held  valid  and  enforceable  in  Ophir  Consol. 
Mines  Co.  v.  Brynteson,  143  Fed.  829,  where  it  was  said  to  be  a  con- 
tract of  "sale  or  return."  See  Sturm  v.  Boker,  150  U.  S.  312;  Vent  v. 
Duluth  etc.  Spice  Co.,  64  Minn.  307. 

See  Form  1238,  supra. 


SALE  AND  PLEDGE  OF  SECURITIES.  873 

Form  1295. 

ENDORSED  AGREEMENT  TO  TAKE  BACK  STOCK 
AT  PAR. 

This  guaranty,  attached  to  stock  certificate  No.  115,  for  thirteen  .shares 
of  the  capital  stock  of  the  Southwestern  Brokerage  &  Investment  Company, 
witnesseth  that,  whereas,  the  undersigned,  P.  D.  Phillips,  Tifton,  Ga.,  and 
C.  W.  Young,  Memphis,  Tenn.,  are  largely  interested  in  said  corporation 
and  the  sale  of  its  stock;  now,  therefore,  it  is  understood  and  agreed  by 
and  between  said  parties  and  the  owners  of  the  shares  of  stock  represented 
by  said  certificate  that,  should  said  owner  desire  to  sell  said  stock  after 
18  months  from  the  date  of  the  issuance  of  said  certificate,  said  parties 
will,  after  18  months  from  said  date,  purchase  the  same,  paying  therefor 
the  face  value  of  the  certificate,  together  with  6  per  cent,  interest  per 
annum  thereon  from  the  date  of  issuance  to  the  date  of  payment.  Should 
said  owner  elect  to  avail  himself  of  this  guaranty,  he  must  so  notify  in 
writing  said  parties  of  his  election  to  do  so,  giving  them  six  months'  notice 
before  the  date  he  will  ask  repayment.  After  two  years  from  the  date 
of  issuance  of  said  certificate  this  guaranty  shall  cease,  and  become  null 
and  void. 

Witness  the  hands  and  seals  of  said  parties  this  8th  day  of  May,  1908. 

P.  D.  Phillips,   [Seal] 
C.   W.    Young.    [Se.\l] 

See  Phillips  v.  Riser,  8  Ga.  App.  634,  where  the  foregoing  instrument 
was  construed,  and  uphold  on  the  ground  that  it  was  contemporaneous  with 
the  purchase  of  the  stock,  and  a  part  of  it.  The  court  said :  ' '  The  writ- 
ing is  an  offer  under  certain  conditions  to  buy  Riser's  stock,  and  nothing  is 
required  to  complete  the  contract  and  make  it  an  executed  contract  of 
sale,  except  Riser's  acceptance  of  the  guarantors'  offer  to  buy." 

Form  1296. 

AGREEMENT  FOR  SALE  OF  CORPORATE  STOCK 
AND  BONDS. 

Articles  of  Agreement  made  this  ninth  day  of  June,  A.  D.  1898,  between 
Warren  F.  Walworth,  of  the  City  of  Cleveland,  in  the  State  of  Ohio,  party 
of  the  first  part,  and  The  Northern  Central  Railway  Company,  party  of 
the  second  part: 

Whereas,  The  York  Southern  Railroad  Company,  a  corporation  of  the 
State  of  Pennsylvania,  owning  and  operating  a  line  of  railroad  from  York 
to  South  Delta,  with  a  branch  from  Delta  to  Peach  Bottom,  the  latter  be- 
ing a  narrow  gauge  railroad,  all  of  said  points  being  in  the  State  of  Penn- 
sylvania, has  an  outstanding  full  paid  capital  stock  of  twelve  thousand 
(12,000)  shares  of  the  par  value  of  fifty  ($50)  dollars  each,  and  is  liable 
for  an  aggregate  bonded  indebtedness,  secured  by  Mortgage,  of  three 
hundred  and  ninety-nine  thousand  nine  hundred  and  fifty  ($399,950)  dol- 
lars, as  follows,  that  is  to  say: — Five  (5)  per  centum  bonds  of  the  York 
and  Peach  Bottom  Railway  Company,  a  predecessor  of  said  York  Southern 
Railway  Company,  Series  "A"  of  which  amount  to  forty-seven  thousand 
five  hundred  ($47,500)  dollars,  and  Series  "B"  of  which  amount  to  two 
hundred  and  two  thousand  four  hundred  and  fifty  ($202,450)  dollars,  and 
one  hundred  and  fifty  thousand   ($150,000)   dollars  of  five   (5)   per  centum 


874      CORPORATION  FORMS  AND  PRECEDENTS. 

Mortgage  Bonds,  due  in  1944,  of  the  said  York  Southern  Railroad  Com- 
pany; and  is  also  liable  for  the  balance  of  an  outstanding  issue  of  Car 
Trust  notes,  not  exceeding  four  thousand  ($4,000)  dollars,  and  also  some 
floating  indebtedness; 

And  AVhereas,  The  party  of  the  first  part  claims  to  be  the  owner  of 
ten  thousand  (10,000)  shares  of  the  said  capital  stock  of  the  York  South- 
ern Eailroad  Company,  and  an  aggregate  of  one  hundred  and  forty-two 
thousand  ($142,000^  dollars  of  the  said  five  (5)  per  centum  bonds,  due 
in  1944,  of  the  said  York  Southern  Eailroad  Company,  which  stock  and 
bonds  he  desires  to  sell,  and  the  party  of  the  second  part  is  willing  to 
purchase,  at  and  upon  the  terms  hereinafter  stated; 

Now,  Therefore,  This  Agreement  Witnesseth,  That  the  said  parties  have 
covenanted  and  agreed,  and  do  hereby  covenant  and  agree  to  and  with 
each  other,  as  follows: 

First.  The  party  of  the  first  part,  for  himself,  his  heirs,  executors  and 
administrators,  covenants  and  agrees : 

(a)  To  sell,  assign,  transfer  and  deliver  to  said  party  of  the  second 
part,  on  or  before  the  25th  day  of  June,  1898,  certificates  for  ten  thou- 
sand (10,000)  shares  of  the  capital  stock  of  the  said  York  Southern  Rail- 
road Company  and  one  hundred  and  forty-two  thousand  ($142,000)  dollars 
of  the  five  (5)  per  centum  bonds,  due  1944,  of  the  York  Southern  Railroad 
Company. 

(b)  That  the  said  York  Southern  Railroad  Company  shall  be  free  of 
debt,  except  its  Mortgage  debt  of  three  hundred  and  ninety-nine  thousand 
nine  hundred  and  fifty  ($399,950)  dollars,  and  its  Car  Trust  notes  not 
exceeding  four  thousand  ($4,000)  dollars,  hereinbefore  recited,  and  that 
all  interest  on  said  Mortgage  debt  and  Car  Trust  notes,  and  the  principal 
and  interest  of  all  floating  indebtedness  up 'to  the  time  of  transfer  and 
delivery  of  said  stock  and  bonds  herein  contracted  to  be  sold  on  or  before 
the  said  25th  day  of  June,  1898,  shall  be  paid  by  him.  The  said  party 
also  covenants  that  the  Net  Earnings  of  the  York  Southern  Railroad  Com- 
pany for  the  year  ending  December  31st,  1897,  were  $24,619.49,  or  suffi- 
cient to  pay  the  interest  upon  the  bonds  and  other  indebtedness  of  the 
company,  and  leave  a  surplus  or  net  revenue  of  $4,077.74. 

(c)  To  use  his  best  efforts  to  secure,  assign,  transfer  and  deliver  to 
said  party  of  the  second  part  any  of  the  remaining  outstanding  two  thou- 
sand (2,000)  shares  of  said  capital  stock  which  he  may  be  able  to  procure, 
free  of  cost  to  himself,  and  to  purchase  at  the  lowest  price  possible,  not 
exceeding  par,  for  the  party  of  the  second  part,  the  remaining  outstanding 
eight  thousand  ($8,000)  dollars  of  said  five  (5)  per  centum  Mortgage 
Bonds  of  the  York  Southern  Railroad  Company. 

(d^  To  submit  the  accounts  and  minute  book  and  the  other  records  of 
the  said  York  Southern  Railroad  Company  to  the  examination  of  a  repre- 
sentative of  the  party  of  the  second  part,  and  upon  the  consummation  of 
this  agreement,  to  cause  a  new  Board  of  Directors  of  the  said  York 
Southern  Railroad  Company  to  be  elected  or  such  changes  made  in  said 
Board  and  in  the  officers  of  said  company  as  the  party  of  the  second  part 
may  desire. 

Second.  In  consideration  whereof,  and  upon  the  due  assignment,  trans- 
fer, and  delivery  to  it  of  said  certificates  for  ten  thousand  (10,000)  shares 
of  the  capital  stock  and  said  one  hundred  forty-two  thousand    ($142,000) 


SALE  AND  PLEDGE  OF  SECURITIES.  875 

dollars  of  the  five  (5)  per  centum  bonds,  due  in  1944,  of  the  York  Southern 
Bailroad  Company,  the  said  party  of  the  second  part  covenants  and  agrees 
that  it  will,  on  or  before  said  25th  day  of  June,  1898,  provided  its  exami- 
nation of  the  accounts,  minute  book  and  other  records  of  the  said  York 
Southern  Eailroad  Company  shall  be  satisfactory  to  it,  and  shall  prove 
the  corroctncss  of  the  results  of  the  operations  for  the  year  endinf^  Decem- 
ber 31,  lh'J7,  as  stated  in  paragraph  "b"  of  the  First  Section  hereof,  pay 
to  the  party  of  the  first  part,  his  heirs,  executors  and  administrators,  the 
sum  of  one   hundred   and   sixty   thousand    ($1(30, OOU)    dollars. 

It  being  mutually  understood  and  agreed,  however,  that  the  said  party 
of  the  second  part  may  retain  such  portion  of  said  sum  of  one  hundred 
and  sixty  thousand  ($160,000)  dollars  as  may  be  necessary  to  liquidate 
the  interest  up  to  the  25th  day  of  June,  1898,  on  said  Mortgage  indebted- 
ness of  three  hundred  and  ninety-nine  thousand  nine  hundred  ami  fifty 
($399,950)  dollars,  and  on  the  said  Car  Trust  notes,  and  also  the  principal 
and  interest  of  any  floating  indebtedness  for  which  the  said  York  South- 
em  Eailroad  Company  is  liable,  so  that  the  party  of  the  second  part  will 
be  assured  that  the  said  Railroad  Company  is,  on  said  25th  day  of  June, 
1898,  entirely  free  from  debt,  except  the  principal  of  said  Mortgage  In- 
debtedness, amounting  to  three  hundred  and  ninety-nine  thousand  nine 
hundred  and  fifty  ($399,950)  dollars  and  said  Car  Trust  Notes,  not  ex- 
ceeding four  thousand   ($4,000)   dollars. 

In  Witness  Whereof,  These  presents  have  been  signed  by  the  party  of 
the  first  part,  and  by  the  party  of  the  second  part  by  Frank  Thomson,  its 
president. 

Warren  F.  Walworth, 
The  Northern  Central  Railway  Company, 
By  Frank  Thomson, 

Witness:  President. 

Sam  '1  Rea. 

C.  Stanley  Hurlbut. 

See  Northern  Central  Railway  Co  v.  Walworth,  193  Pa.  207,  holding 
that  the  above  agreement  could  be  specifically  enforced. 

See  Forms  li'36-ll'65,  supra. 

Form  1297. 
AGREEMENT  TO  SELL  STOCK. 

Eureka,  Cal.,  August  2nd,  1906. 

Foj"  and  in  consideration  of  the  sum  of  one  dollar  receipt  whereof  is  hereby 
acknowledged,  I  hereby  agree  to  sell  and  deliver  to  Ira  A.  Russ  or  Z.  Russ 
&  Sons'  Company  within  thirty  days  from  date  one  hundred  and  ninety 
(190)  shares  of  the  capital  stock  of  the  Home  Savings  Bank  at  seventy-six 
50-100  ($76.50)  dollars  per  share,  and  three  hundred  and  thirty  shares 
of  the  capital  stock  of  the  Humboldt  County  Bank  at  one  hundred  and 
fifty-four  ($154)  dollars  per  share.  Said  payments  to  be  made  in  cash  upon 
delivery  of  said  shares  of  stock  within  said  thirty  days. 

L.  C.  Tuttle. 

The  above  instrument  was  construed  in  Russ  v.  Tuttle,  (Cal.),  110 
Pac.  813,  and  was  held  to  be  a  mere  offer  which  might  be  revoked  by  the 
maker  at  any  time,  until  accepted  by  the  party  to  vvhom  the  offer  was 
made,  but  when  so  accepted  and  tender  of  payment  made  the  contract 
became  complete,  and  both  parties  were  bound  by  it. 


876      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1298. 

AGREEMENT  FOR  SALE   OF  STOCK,  AND  CANCELLA- 
TION    OF   INDEBTEDNESS. 

Tifton,  Ga.,  Sept.  17,  1907. 

I,  P.  A.  Henderson,  of  the  county  of  Miller,  of  the  state  of  Georgia, 
party  of  the  first  part,  do  hereby  agree  to  sell  and  convey  unto  P.  D.  & 
J.  J.  L.  Phillips,  of  the  county  of  Tift,  of  the  state  of  Georgia,  parties 
of  the  second  part,  for  the  sum  of  twenty  five  thousand  dollars  ($25,000.00) 
of  which  $10.00  is  in  hand  paid  and  receipt  hereby  acknowledged,  the  fol- 
lowing property,  to  wit : 

My  100  shares  of  the  stock  of  the  Phillips  Lumber  Company.  Fifteen 
thousand  dollars  to  be  paid  the  1st  of  October,  1907,  or  as  soon  as  property 
can  be  examined,  which  may  be  a  little  sooner  or  a  little  later,  and  five 
thousand  dollars  six  months  from  the  1st  of  October,  and  five  thousand 
dollars  twelve  months  from  the  1st  of  October,  with  interest. 

This  also  cancels  an  account  of  three  hundred  and  forty  dollars  which 
the  parties  of  the  second  part  hold  against  the  party  of  the  first  part  stand- 
ing on  the  Tifton  books,  and  one  account  which  party  of  the  first  part  holds 
against  the  parties  of  the  company  on  the  books  at  Corea  for  about  two 
hundred  dollars  and  any  other  account  subject  to  examination. 

[Signed]     P.   D.   Phillips, 

J.  J.  L.  Phillips, 
P.   A.    Henderson. 

See  Henderson  v.  Phillips,  178  Fed.  374,  holding  the  above  agreement 
was  not  a  mere  option.  The  court  said :  "To  determine  the  character  of 
this  instrument,  to  ascertain  whether  it  be  merely  an  option  or  a  definite 
agreed  upon  contract  we  must  consider  the  terms  of  the  whole  instrument." 

Form  1299.  ' 

AGREEMENT  FOR  SALE  OF  STOCK. 

Minot,  North  Dakota,  Oct.  18,  1904. 
In  consideration  of  five  hundred  dollars  to  E.  B.  Page  in  hand  paid 
the  receipt  whereof  is  hereby  acknowledged,  said  E.  B.  Page  agrees  to 
sell  to  C.  H.  Parker  six  thousand  five  hundred  dollars  of  the  capital 
stock  of  the  Minot  National  Bank  of  Minot,  North  Dakota,  for  the  sum 
of  eight  thousand  one  hundred  twenty-five  dollars,  said  sum  to  be  paid 
upon  the  delivery  of  said  stock  to  C.  H.  Parker,  provided,  nevertheless, 
that  the  said  C.  H.  Parker  will  buy  at  the  same  figure  $500  of  the  capital 
stock  of  said  bank  from  K.  H.  Hackett,  and  $500  from  J.  Y.  Hull,  and 
$3,000  from  A.  H.  Noltimier  and  $3,000  from  C.  T.  Studness;  if  this  deal 
is  closed  by  the  15th  of  November,  then  this  five  hundred  dollars  to  apply 
as  part  payment  on  the  $8,125,  but  should  C.  H.  Parker  fail  in  any  of 
the  agreements  set  forth,  then  the  said  $500  is  to  be  forfeited  as  dam- 
ages to  said  E.  B.  Page. 

E.  B.  Page, 
C.    H.    Parker, 
By  J.   E.   Erickson. 
The  above  agreement  was  involved  in  Swords  v.  Page,  174  Fed.  914, 


SALE  AND  PLEDGE  OF  SECURITIES.  877 

Form  1300. 
AGREEMENT  FOR  SALE  OF  STOCK. 

This  memoranduin  of  sale  made  this  first  day  of  February,  1908,  by  and 
between  Lester  W.  David  of  the  town  of  lilaine,  state  of  Washin^on, 
hereinafter  known  as  the  first  party,  Edward  F.  Swift  of  the  city  of  Chi- 
cago, state  of  Illinois,  Andrew  D.  Davidson  of  the  city  of  Toronto,  province 
of  Ontario,  Dominion  of  Canada,  Alexander  D.  McRae  of  the  city  of  Win- 
nipeg, province  of  Manitoba,  Dominion  of  Canada,  and  Peter  Jansen  of 
the  town  of  Jansen,  state  of  Nebraska,  hereinafter  known  as  the  second 
party,  witnesses  that: 

In  consideration  of  one  dollar  paid  in  hand,  the  party  of  the  first  part 
has  this  day  sold  to  second  party  three  thousand,  one  hundre<l  and  eighty- 
five  (3,185)  shares  of  the  present  capital  stock  of  the  Fraser  Sawmills, 
Ltd.,  Corporation,  at  the  price  of  .$7.'5.00,  seventy-five  dollars,  per  share, 
payments  of  same  to  be  made  in  the  following  manner: 

March    15th,    1908 $25,000  00 

April  1st,  1908 25,000  00 

April    15th,    1908 1.3,875  00 

May    15th,    1908 2.5,000  00 

June  15th,   1908 12,500  00 

Nov.    1st,    1908 25,000  00 

Dec.  1st,  1908 25.000  00 

Jany.    1st,    1909 25,000  00 

Feby.    1st,    1909 25,000  00 

March    1st,    1909 2.5,000  00 

April    1st,    1909 12,500  00 


$2.38,875  00 
These  payments  to  draw  interest  at  rate  of  6%  per  cent,  from  date. 
First  party  is  to  deposit  with  the  Bank  of  Montreal  at  New  West- 
minster, B.  C,  or  any  chartered  bank  of  Canada  or  any  National  Bank 
of  Seattle  or  San  Francisco,  this  total  number  of  three  thousand  one 
hundred  and  eighty-five  shares  (3,185  shares)  of  stock,  properly  indorsed, 
on  or  before  March  10th,  1908,  and  said  bank  to  hold  said  stock  and  upon 
payment  to  said  bank  by  second  party  of  payments  above  referred  to,  said 
bank  is  to  surrender  and  deliver  to  second  party,  one  share  of  said  stock  of 
the  par  value  of  $100,  upon  payment  of  each  $75.00  to  it  by  second  party. 

In  witness  whereof  parties  hereto  have  hereunto  set  their  hands  the  day 
and  year  above  written. 

Lester    W.    David, 
A.    D.    McBae, 
Peter    Jansen, 
Edward    F.    Swift, 
A.    D.    Davidson. 
The  above  agrooment   was  uphold   and  specifically  enforced.     See  David 
V,  McKae,  1S3  Fed.  812. 


878      CORPORATION  FORMS  AND  PRECED:eNTS. 

Form  1301. 
AGREEMENT  FOR  SALE  OF  STOCK. 

Agreement  made  September  23d,  1902,  between  Richard  Fourchy,  of 
New  York  City,  and  Edwin  B.  Ellis,  of  Northfield,  Vermont,  by  which 
said  Ellis  agrees  to  and  does  sell  to  said  Fourchy  nine  hundred  shares  of 
the  capital  stock  of  the  United  Granite  Construction  Company,  fully  paid, 
for  the  sum  of  five  thousand  dollars,  which  said  Fourchy  agrees  to  pay 
to  said  Ellis  upon  the  sale  of  five  hundred  shares  of  the  treasury  stock 
hereinafter  referred  to. 

If  five  hundred  shares  of  the  so-called  treasury  stock  of  said  company 
(to  wit,  stock  sold  for  the  increase  of  working  cash  capital  of  said  com- 
pany) is  not  sold  within  twelve  months  from  date,  or  if  it  shall  be  deter- 
mined by  the  board  of  directors  not  to  sell  said  treasury  stock,  then  this 
agreement  shall  be  canceled,  and  said  Fourchy  shall  not  be  required  to 
pay  said  sum  as  aforesaid;  and  if  he  shall  have  paid  any  money  on 
account  of  said  sum  it  shall  be  returned  to  said  Fourchy  at  the  expiration 
of  said  twelve  months,  or  when  the  board  of  directors  shall  decide  not 
to  sell  said  treasury  stock,  and  said  Fourchy  shall  have  a  lien  on  said 
stock  for  such  return  of  said  moneys. 

Until  said  Fourchy  has  fully  paid  for  said  stock  as  aforesaid  the  said 
Ellis  shall  have  a  lien  for  the  purchase  money  on  all  of  said  stock  so  sold 
to  said  Fourchy,  and  may  deliver  said  stock  in  escrow  for  the  purpose 
hereof,  if  he  so  desires.  The  said  Fourchy  agrees  not  to  sell  the  said 
stock  so  purchased,  unless  with  the  written  consent  of  said  Ellis;  and  said 
Ellis  agrees  to  always  retain  one  thousand  shares  (excluding  so-called 
treasury  stock),  and  not  part  with  said  block  or  any  part  of  it  unless 
with  the  written  consent  of  said  Fourchy. 

This  agreement  shall  bind  the  heirs,  legal  representatives,  and  assigns 
of  the  parties  hereto. 

Edwin   B.   Ellis, 
Eichard    Fourchy. 

See  Fourchy  v.  Ellis,  140  Fed.  149. 

Form  1302. 

AGREEMENT  FOR  SALE  OF  STOCK  WITH  COLLATERAL 

CONDITIONS. 

Agreement  made  this  4th  day  of  April,  1904,  between  Eichard  Fourchy, 
of  New  York  City,  and  Edwin  B.  Ellis,  of  Northfield,  Vermont,  witnesseth: 

First.  That  said  Ellis  hereby  agrees  to  sell  and  deliver  to  said  Fourchy 
five  hundred  full-paid  shares  of  the  capital  stock  of  the  E.  B.  Ellis  Granite 
Co.,  of  Vermont  (the  whole  capital  stock  being  4,000  shares  and  there 
being  no  preferred  stock  and  no  bonds  issued  or  authorized),  for  which 
said  500  shares  said  Fourchy  pays  three  thousand  dollars  to  said  Ellis 
who  hereby  acknowledges  the  receipt  thereof. 

Second.  That  said  Fourchy  hereby  agrees  to  make  the  following  addi- 
tional payments  to  said  Ellis  on  the  following  conditions:  (a)  When  said 
stock  sold  said  Fourchy  has,  in  the  first  fiscal  year  of  said  cory)oration, 
earned,  and  said  Fourchy  has  received  as  dividends  thereon  $6,000,  then 
said  Fourchy  shall  pay  all  excess   of  the  dividends   earned  by  his  said 


SALE  AND  PLEDGE  OF  SECURITIES.  879 

stock  over  said  $(5,000  to  said  Ellis  imniodiatcly  upon  the  receipt  of  said 
excess.  (b)  When  said  stock  sold  to  said  Fourchj'  has  earned,  and  he 
has  received  as  dividends  on  it,  the  foregoing  sum  of  $0,000,  and  in  the 
second  fiscal  year  said  stock  has  earned,  and  said  Fourchy  has  received 
in  dividends  on  it  for  said  second  fiscal  year,  the  sum  of  three  thousand 
dollars,  then  said  Fourchy  shall  pay  to  said  Ellis  immediately  upon  the 
receipt  thereof  all  excess  over  saiil  $.'5,000.  (c)  Upon  tlio  ending  of  every 
succeeding  fiscal  year  said  Fourchy  shall  pay  to  said  Ellis  all  excess  in 
each  succeeding  year  over  three  thousand  earned  by  his  (Fourchy 's) 
Baid  block  of  stock  and  paid  to  him  as  dividends  thereon ;  but,  when 
such  conditional  payments  and  .said  payment  of  three  thousand  dollars 
shall  make  a  total  of  twenty-five  thousand  dollars  ($2;'),000),  then  all 
further  payments  to  said  Ellis  shall  cease,  (d)  To  provide  for  the  con- 
tingency that  said  corporation  shall  not  earn,  declare,  and  pay  the  .divi- 
dend in  the  periods  hereinbefore  set  forth,  it  is  agreed  by  the  parties 
hereto  that  said  conditional  payments  out  of  said  excess  of  dividends  to 
be  paid  on  said  stock  shall  be  paid  in  the  manner  following  and  subject 
to  these  conditions:  That  no  conditional  payment  shall  be  made  until 
at  least  $9,000  shall  be  first  received  in  dividends  by  said  Fourchy,  except 
that  this  clause  shall  not  control  the  clauses  designated  (a)  and  (b) 
herein;  that  after  said  $9,000  shall  have  been  paid  on  said  Fourchy  stock, 
the  conditional  payments  of  excess  over  said  $9,000  shall  begin  and  shall 
follow  in  the  plan  analogous  to  the  clauses  herein  (a)  and  (b).  This 
illustration  is  intended  to  convey  the  meaning  of  the  parties  hereto:  If 
the  corporation  does  not  pay  dividends  on  this  Fourchy  stock  exceeding 
$9,000  in  three  years,  and  then  later  pays  sufficient  dividends  to  $9,000, 
and  the  excess  thereover  will  pay  said  Ellis  all  his  conditional  payments, 
he  shall  be  entitled  to  such  excess  sufficient  to  make  said  total  of  $25,000 
as  stated  in  clause   (c)   herein. 

Third.  The  said  Ellis  hereby  agrees  to  endeavor  to  deliver  to  said 
Fourchy  within  thirty  days  a  contract  by  said  corporation  employing 
said  Fourchy  as  general  superintendent  of  construction  on  all  contracts  said 
corporation  has  or  may  have  on  the  new  Union  Railway  Station  in  Wash- 
ington, D.  C.  The  said  contract  to  run  until  the  completion  of  all  said 
corporation's  contracts  on  said  buildings  and  the  annual  salary  to  said 
Fourchy  to  be  $4,000,  payable  in  monthly  installments  at  the  end  of  each 
month;  said  Ellis  to  pay  the  additional  sum  of  three  hundred  dollars  on 
said  Fourchy 's  departure  for  Washington.  And  said  Ellis  hereby  guar- 
anties the  performance  and  completion  of  said  contract  of  employment 
(if  made)  on  the  part  of  said  corporation.  Said  Fourchy  agrees  that 
he  will  not  sell  or  dispose  of  any  of  his  said  block  of  stock  without  first 
allowing  said  Ellis  to  exercise  his  option  to  first  buy,  hereby  given  to 
buy  said  stock  or  any  part  of  it  at  any  bona  fide  price  offered  said  Fourchy, 
but  not  less  than  $2r),000.  This  agreement  shall  bind  the  heirs,  assigns, 
representatives  and  successors  of  said  Fourchy.  Said  Fourchy  hereby 
gives  the  voting  right  on  all  his  stock  to  said  Ellis  for  the  term  of  fiv( 
years  from  date  and  will,  on  demand,  execute  all  instruments  and  depos- 
it?   tc    carrj    out   saic    right   contonnabU    tc    the    la«v!    oi    Termont 


880   CORPORATION  FORMS  AND  PRECEDENTS. 

In  witness  whereof,  we  have  hereunto  set  our  hands  and  seals,  this 
4th   day   of  April,   1904. 

[Seal] 

[Seal] 

See  Fourchy  v.  Ellis,  140  Fed.  149,  where  the  above  instrument  was  in- 
volved. 

Bee  preceding  form. 

Form  1303. 
AGREEMENT  TO  SELL  STOCK  RECEIVED  FOR  PATENT. 

Whereas,    has    heretofore    in    consideration    of    the    issue    and 

delivery  to  him  of  certain  stock  in  the  Company,  sold,  as- 
signed and  transferred  to  the  said   Company 

letters  patent  for  certain  improvements  in  incandescent  gas  burners,  to- 
gether with  all  further  improvements  therein  and  all  cognate  inventions 
and  all  devices  and  apparatus  for  perfecting  or  facilitating  the  use  or  ap- 
plication of  the  invention  or  inventions  aforesaid;   and. 

Whereas,  the  said   is  desirous  of  obtaining  cash  for  the  stock 

aforesaid : 

Now  therefore,  in  consideration  of  one  dollar  to  him  in  hand  paid,  receipt 
whereof  is  duly  acknowledged  and  of  the  covenants  and  agreements  here- 
inafter set  forth,  the  said hereby  agrees  to  and  with 

Bros,    as    representatives    of    the    underwriters    to    a    certain    subscription 

paper  for  the  organization  of  the  said    Company  to  assign, 

transfer  and  deliver  to  the  said Bros,  in  their  capacity  afore- 
said, 80,000  shares  common  stock,  and  35,000  shares  preferred  stock  of  the 
Company,  upon  the  following  terms :  The  pay- 
ment to  him  by  the  said  underwriters  of  the  sum  of  $250,000  on  or  before 
the  22d  day  of  iS^ay,  1899,  and  the  further  payment  to  him  of  $2,500,000 
on   or  before  the   15th  day   of   July,    1899.     It   being,   however,   expressly 

stipulated  and  agreed  that  the  delivery  to  him  of  the  receipt  of 

in  person  or  by  attorney  for  the  sum  of  $1,500,000  or  of  cny  portion  of 
such  sum  shall  be  equivalent  to  the  payment  of  the  amount  in  cash  for 
which  such  receipt  shall  be  given.     And  in  consideration  of  the  premises 

and  of  the  payments  to   be   made   as   above,   the   said    does 

hereby  covenant  and  agree  to  and  with  Bros.,  as  represent- 
ing the  underwriters  aforesaid  for  and  on  behalf  of  the  corporation,  the 

Company,  that  he  will  at  all  times  upon  the  request  of  such 

corporation  or  the  duly  constituted  officers  thereof  give  to  the  said  corpo- 
ration such  aid,  advice,  consultation  and  supervision  as  may  by  it  be 
deemed  necessary  or  advisable  in  the  furtherance  of  the  interests  of  such 
corporation  in  connection  with  any  of  the  inventions  conveyed  or  intended 
to  be  conveyed  thereto  in  the  assignment  by  the  said  bear- 
ing even  date  herewith ;  it  being,  however,  understood  that  all  and  every 
expense  attending  and  in  any  way  connected  with  such  said  consultation 
or  supervision  shall  be  borne  by  the  corporation  aforesaid. 

Dated    ,  19 

[Seal] 

See  White  v.  Eobinson,  130  N.  Y.  Supp.  388. 


SALE  AND  PLEDGE  OP^  SECURITIES.  881 

•      Form  1304. 
AGREEMENT  WITH  BROKER  FOR  SALE  OF  STOCK. 

To , 

Referriug  to  our  various  conversations  on  the  subject  of  securing, 
through  you,  either  a' purchaser  of  all  the  stock  of  the  Osage  Oil  Company 
and  a  controlling  interest  in  the  stock  of  the  Phenix  Oil  Company, 
which  companies  together  control  the  Indian  lease  of  the  Osage 
Nation;  or  securing  for  us  a  financial  negotiation  whereby  we  can  more 
fully  develop  the  territory  embraced  in  the  said  Indian  lease;  ^\e  hereby 
authorize  you  to  secure  for  us  either  a  purchaser  for  said  stock  or  suf- 
ficient capital  for  development  as  before  referred  to,  and  we  hereby 
agree  that  should  we  sell  or  conclude  any  financial  arrangement  with  or 
through  the  parties  you  introduce  we  will  pay  you  a  commission  of 
twenty  (20%)  per  cent.,  on  any  sums  we  receive,  whether  in  money, 
stock,  bonds  or  other  securities,  the  said  commission  to  be  paid  to  you 
as  and  when  we  receive  the  consideration  for  said  stock  or  funds  to 
develop  the  said  lease  or  leases,  it  being  understood  that  during  your 
negotiations,  we  are  to  have  the  privilege  of  seeking  elsewhere  for  a. 
purchaser,  or  for  funds  to  develop  as  aforesaid  and  if  we  are  successful 
in  securing  a  purchaser  before  you  do,  we  are  simply  to  notify  you  of 
the  fact,  which  notification  shall  act  as  cancellation  of  this  authority. 
June  5th,  li)01. 

Phenix  Oil  Company,  by  J.  A.  Simmons,  President. 

J.  A.  S. 

•Witness:  E.  B.  F. 

H.  L.  Jouffriou. 

The  above  instrument  was  involved  in  Farjcon  v.  Indian  Ter.  111.  Co.,  130 
N.  Y.  Supp.  532. 

Form  1305. 
AGREEMENT  FOR  SALE  OF  BONDS  AND  STOCK. 

Whereas,  under  contract  dated  October  30,  1904,  between  William 
Fullerton,  of  Denver,  Colo.,  of  the  first  part,  and  Willis  G.  Myers,  of 
Boston,  Mass.,  of  the  second  part,  the  said  Fullerton  agreed  to  deposit 
in  escrow  335  of  the  first  mortgage  bonds  (of  the  par  value  of  $335,000) 
of  the  Gunnell  Gold  Mining  &  Milling  Company,  of  Gilpin  county,  Colo., 
under  certain  conditions  to  be  kept  and  performed  by  both  parties 
hereto;    and, 

Whereas,  by  mutual  agreement,  the  said  contract  has  at  or  about  this 
date  been  canceled  and  declared  to  be  of  no  further  force  or  effect;  and, 

W^hereas,  in  lieu  thereof,  the  said  Myers  has  agreed  to  purchase  the 
whole  of  the  said  bonds  and  stock  mentioned  in  said  contract — that  is 
to  say,  the  par  value  of  $335,000  bonds,  and  certificates  of  common  stock 
•  of  said  company  amounting  to  3,394  shares,  and  of  preferred  stock 
amounting  to  682  shares  or  a  total  of  4,076  shares  more  or  less,  of  a 
par  value  of  $407,600  of  said  stock— for  the  sum  of  eighty-five  thousand 
dollars  ($85,000)  ;  that  is  to  say.  sixty-five  thousand  dollars  ($65,000) 
in  cash,  and  twenty  thousand  dollars  ($20,000)  in  the  six  per  cp:x 
interest-bearing,    first    mortgage    bonds    of    a    new    corporation    orgauizea. 


882      CORPORATION  FORMS  AND  PRECEDENTS. 

or  to  be  organized,  by  said  Myers  aud  others  in  Boston  for  the  pur- 
pose of  taking  over  the  property  of  the  GuuncU  Gold  Mining  &  Milling 
Company;  and, 

Whereas,  the  said  FuUerton  has  already  deposited  all  the  bonds  and 
stock  before  referred  to  with  the  X'nited  States  Trust  Company  of  Kan- 
sas City,  Mo.: 

Now,  therefore,  the  said  Fullertou  hereby  acknowledges  receipt  of 
fifty-five  thousand  dollars  ($55,000)  in  cash  from  the  said  Myers,  at 
the  hands  of  the  trust  company  above  mentioned,  as  a  part  of  the 
$65,000  cash  hereinbefore  mentioned;  and  further  acknowledges  receipt 
from  said  M}  ers,  through  the  said  trust  company,  of  an  agreement  to 
deliver  to  him  twenty  thousand  dollars  ($20,000)  of  the  new  first  mort- 
gage bonds  above  referred  to,  as  soon  as  the  same  shall  be  issued  by  the 
new  corporation  hereinabove  mentioned. 

The  ten  thousand  dollars  ($10,000)  remaining  unpaid  of  the  total 
amount  of  $65,000  to  be  paid  in  cash  by  said  Myers  to  said  Fullerton, 
the  latter  hereby  agrees  shall  remain  in  trust  in  the  hands  of  said  United 
States  Trust  Company  of  Kansas  City,  Mo.,  until  the  following  condi- 
tions shall  be  carried   out,  viz.: 

At  the  earliest  day  practicable  the  said.  Myers  is  to  cause  foreclosure 
proceedings  to  be  begun  against  the  Gunnell  Gold  Mining  &  Milling  Com- 
pany under  the  terms  of  a  trust  deed  of  said  company,  securing  an  issue 
of  $750,000  bonds  of  said  company,  made  in  June,  1899,  and  as  a  part 
of  such  proceedings  intends  to  purchase,  or  cause  to  be  purchased,  the 
entire  property  of  said  Gunnell  Company  at  the  lowest  figure  obtainable 
at  public  sale. 

Whereas,  there  is  a  certain  judgment  recorded  in  favor  of  the  Kim- 
ber  estate  against  the  said  Gunnell  Company  for  thirty-seven  thousand 
dollars  ($37,000)  of  the  said  first  mortgage  bonds  of  said  Gunnell  Com- 
pany. 

Now,  therefore,  if  at  such  sale  said  Myers  succeeds  in  buying  in  the 
property  at  a  figure  representing  not  more  than  ten  per  cent.  (10%)  ou 
all  the  outstanding  bonded  indebtedness  of  said  company,  including  the 
amount  of  bonds  represented  by  the  so-called  Kimber  judgment,  then 
the  said  Myers  agrees  to  authorize  the  said  United  States  Trust  Com- 
pauy  to  release  the  said  amount  of  $10,000  cash  deposited  by  said  Fuller- 
ton  in  escrow  as  above,  and  to  pay  the  same  over  to  said  Fullerton  oq 
his  demand  immediately  after  the  issuance  to  said  Myers,  or  the  new 
company  represented  by  him,  of  a  certificate  of  sale  of  said  property 
under  the  Gunnell  Company's  trust  deed  before  mentioned. 

If,  on  the  other  hand,  the  said  Myers  should  be  compelled  at  said  sale 
to  pay  a  larger  amount  than  10  per  cent,  on  the  bonds  represented  by  the 
Kimber  judgment,  then  such  amount  in  excess  of  10  per  cent,  is  to  be 
deducted  from  the  $10,000  cash  deposited  as  above,  and  the  balance 
remaining  is  to  be  turned  over  by  said  trust  company  to  said  Fullerton, 
on  demand,  at  the  time  of  the  issuance  of  certificate  of  sale. 

In  witness  whereof,  the  said  parties  hereto  have  hereunto  set  their 
hands  and   seals  this  21st   day   of   April,   A.   D.    1906. 

[Signed]     William  Fullerton. 
Witness  to  signature   of  William  Fullerton:      Olga  Jacobson. 


SALE  AND  PLEDGE  OF  SECURITIES.  883 

Myers  attacliod  to  tlie  above  instrument  the  following,  wliich  h< 
feigned:  • 

"Boston,  Mass.,  April  21,   11)06. 

"I  agree  and  assent  to  this  instrument,  understanding  that  it  is  the 
intention  of  this  instrument  and  the  parties  hereto  that  if  the  cost  to 
me  of  the  Kimber  bonds  or  judgment  to  the  extent  of  .$.37,000  exceed 
10  per  cent,  of  their  face  either  at  the  time  of  the  purchase  under  fore- 
closure sale  or  through  any  proceedings  thereafter,  then  the  amount  of 
the  excess  is  to  be  deducted  from  said  $10,000;  it  being  the  understand- 
ing that  this  sum  of  $10,000  is  to  be  held  in  escrow  to  protect  me  against 
any  cost  or  expenses  over  10  per  cent,  in  settling  for  and  securing  the 
cancellation  of  the  said  bonds  or  judgment. 

"[Signed]     Willis    G.    MyerS 

"Witness:    B.  L.  Newman." 

Myers  returned  it  in  that  form  to  Fullerton.  It  was  held  in  Fullcrton 
V.  Bigelow,  177  Fed.  359,  that  this  was  a  biparty  contract,  and  it  was 
to  have  been  signed  by  both  Fullerton  and  Myers;  but  the  only  signature 
by  Myers  was  in  the  manner  shown.  Fullerton  accepted  it  in  that  form, 
and,  therefore,  the  addition  put  on  by  Myers  must  be  held  to  be  a  part 
of  it. 

Form  1306. 

AGREEMENT  FOR  LOCATION  OF  PLANT  AND  SALE  OF 

STOCK. 

Utica,  N.  Y.,  Feb.  11,  1901. 

Remington  Automobile  &  Motor  Co.,  James  S.  Holmes,  Manager,  Ilion. 
N.  Y. — My  dear  Sir:  The  Utica  Chamber  of  Commerce  will  obtain  a 
free  site  of  from  three  to  four  acres  adjoining  a  railroad  switch,  and  if 
possible  on  the  canal,  and  also  endeavor  to  raise  $30,000  for  the  Reming- 
ton Automobile  &  Motor  Company  on  the  following  conditions: 

First.  That  the  facts  mentioned  in  a  circular  letter  submitted  to  J.  S. 
Holmes,  Jr.,  and  to  be  signed  by  the  directors  of  the  Utica  Chamber  of 
Commerce,  are  correct,  the  principal  points  of  which  are  that  the  Com- 
pany will  come  to  Utica  with  debts  not  to  exceed  approximately  $1,500, 
$1,000  of  which  is  to  be  extinguished  by  taking  stock  at  $30  per  share; 
that  it  will  erect  a  building  at  a  cost  of  approximately  $5,000,  buy 
additional  machinery  and  equip  itself  to  deliver  automobiles.  That 
in  addition  thereto  the  Company  will  have  the  service  of  James  S. 
Holmes,  Jr.,  as  manager,  at  a  salary  of  $1,500  a  year  until  the  Company 
is  well  on  its  feet;  that  it  will  also  have  the  services  of  William  A. 
Schmidt  at  a  salary  of  not  to  exceed  $1,500  per  annum,  and  car  fare 
expenses  Ilion  to  Utica,  until  the  Company  is  well  on  its  feet,  and  that 
James  S.  Holmes,  Jr.,  is  to  give  his  full  time  and  attention  to  the  man- 
agement of  the  Company.  Further  that  the  treasurership,  if  desired, 
shall"  be  at  the  disposal  of  a  Utica  man  and  the  resignation  of  at  least 
three  directors  (if  it  be  thought  advisable)  shall  be  obtained  and  their 
places  taken  by  Utica  nien  if  the  best  interests  of  the  Company  require. 
Further  that  the  Utica  Chamber  of  Commerce  is  hereby  granted  an 
option  until  the  23rd  day  of  February  to  sell  and  deliver  1,000  shares 
of  the  treasury   stock   of  the   Roiningtou    Autoniol)ile   &    Motor   Company 


884      CORPORATION  FORMS  AND  PRECEDENTS. 

at  $30  per  share.  The  proceeds  to  be  placed  in  the  treasury  of' the  Com* 
pany  for  the  development  of  the  business  and  the  location  of  the  plant 
in  Utica. 

And  I   remain, 

Very  truly  yours,  Utica  Chamber  of  Commerce, 

By  Carel  Humphrey,  Secretary. 
We,  the  undersigned,  the  Remington  Automobile  &  Motor  Companj', 
James  S.  Holmes,  Jr.,  and  William  A.  Schmidt,  each  for  himself  and  for 
and  in  consideration  of  one  dollar  to  each  of  us  in  hand  paid  by  the 
Utica  Chamber  of  Commerce,  hereby  consent  and  agree  to  the  terms  in 
the   above   letter. 

Ilion,  February  11,  1901.  Remington  Automobile  &  Motor  Co. 

By  James  S.  Holmes,  Jr.,  Secy. 
James  S.  Holmes,  Jr., 
Wm.   A.  Schmidt. 
It  is  hereby  mutually  understood  and  agreed  that  the  foregoing  propo- 
sition be   and   the   same   is   hereby   modified   in   the   following  particulars: 
That    the   option    therein   granted   to   the   Utica    Chamber   of    Commerce 
be   extended   to   April   25th,   1901,  for  the  purpose  of  enabling  them  to 
collect  the  first   installment   on   subscriptions   to   the   stock  of   the   Rem- 
ington Automobile  &  Motor  Company. 

That  the  number  of  the  shares  of  the  Treasury  Stock  of  the  Reming- 
ton Automobile  &  Motor  Company  ■wjjiich  may  be  taken  by  the  Chamber 
of  Commerce  shall  be  one  thousand  (1,000)  shares,  but  the  Remington 
Automobile  &  Motor  Company  agrees  to  permanently  locate  in  the  City 
of  Utica  upon  the  sale  by  the  Chamber  of  Commerce  of  five  hundred 
(500)   shares,  which  the  Utica  Chamber  of  Commerce  agrees  to  do. 

That  the  said  Company  comes  to  Utica  with  debts  approximating 
.$2,500.00,  one  thousand  dollars  ($1,000)  of  which  is  to  be  extinguished 
by  taking  stock  at  thirty  dollars   ($30.00)   per  share. 

That  the  said  Company  is  not  bounden  to  secure  the  services  of  Wil- 
liam  A.   Schmidt. 

That  upon  the  due  performance  of  the  terms  of  said  agreed  proposition 
by  the  said  Chamber  of  Commerce,  said  Company  agrees  after  erecting 
said   factory  building  to   give   daily   employment   to,   at   least,  an   average 
of  tw^enty-five   (25)   men  for  a  period  of,  at  least,  five  years. 
Dated  and  signed  this  tenth  day  of  April,  1901. 

Utica   Chamber   of   Commerce, 

George  I.  Dana,  President. 
Remington    Automobile    &    Motor    Co. 

By  James  S.  Holmes,  Jr.,  Secy. 
See  Tn  re  Remington,  etc.  Motor  Co.,  139  Fed.  766,  where  the  above  instru- 
ment was  involved. 

Form  1307. 

AGREEMENT  TO  SUBSCRIBE  TO  BONDS  AND  CONVEY 
LAND  UPON  LOCATION  OF  PLANT. 

This  agreement,  made  this  9th  day  of  May,-  1902,  l)y  and  between 
the  Morgantown  &  Kingwood  Railroad  Company,  a  corporation  organ- 
ized and  existing  under  the  laws  of  West  Virginia,  and  George  C.  Stur- 


SALE  AND  PLEDGE  OF  SECURITIES.  885 

giss,  of  Morgantovvn,  West  Virginia,  imrtii's  of  the  first  part,  and  the 
Rolling  Mill  Company  of  America,  a  corporation  existing  under  the 
laws  of  the  state  of  New  Jersey,  hereinafter  called  the  Rolling  Mill 
Company,  party  of  the  second  part,  witnesseth : 

'I'hat,  for  and  in  consideration  of  the  performance  of  the  covenants 
hereinafter  set  forth  to  be  done  and  performed  by  the  party  of  the  sec- 
ond part,  the  parties  of  the  first  part  hereby  agree  to  convey  or  causo 
to  be  conveyed  to  the  Rolling  JMill  Company  about  fifteen  acres  of  land 
for  the  site  of  its  proposed  works,  to  be  located  on  the  land  lately  owned 
by  the  heirs  of  Jas.  U.  Beall,'  deceased,  by  deed  of  general  warranty, 
free  from  all  liens  and  encumbrances,  which  deed  shall  be  executed  and 
delivered  within  ten  days  from  this   date; 

And  will  rue  in  and  operate  a  railroad  siding  or  switch  of  standard 
gauge  along  the  front  and  along  the  rear  of  the  buildings  to  be  located 
and  erected  on  the  said  site,  free  of  charge  or  cost  (except  as  herein- 
after provideil),  to  the  said  Rolling  Mill  Company; 

And  will  take,  or  cause  to  be  taken  fifty  thousand  dollars  ($50,000.00) 
at  par  value,  of  the  first  mortgage  six  per  cent,  bonds  of  the  Rolling 
Mill  Company,  out  of  a  total  issue  not  to  exceed  one  hundred  and  fifty 
thousand  ($150,000.00)  dollars,  to  be  executed  and  issued  when  the  said 
mill  company  shall  have  expended  one  hundred  thousand  dollars  on 
Imildings,  machinery  and  equipments  for  same,  secured  by  a  deed  of 
trust  or  mortgage  on  all  the  property  of  said  Rolling  Mill  Company,  in 
which  deed  of  trust  the  Bank  of  the  Monongahela  Valley,  at  Morgantown, 
West  Virginia,  shall  be  named  as  trustee  and  certifying  agent; 

And  the  parties  of  the  first  part  further  agree  to  convey  or  cause  to 
be  conveyed  to  the  Rolling  J^Iill  Company  by  deed  of  general  warranty, 
free  from  all  liens,  except  the  lien  for  the  unpaid  purchase  money  one 
hundred  and  fifty  acres,  more  or  less,  of  the  Upper  Freeport  vein  or  seam 
of  coal  (to  be  drift  coal),  with  the  usual  mining  rights,  situate  on  the 
line  of  the  said  railroad  at  a  cost  not  exceeding  fifty  ($50)  dollars  per 
acre,  and  the  payments  therefor  to  be  made  one-third  cash  at  the  time 
the  deed  for  s:ud  coal  is  executed,  which  payment  is  to  be  credited  upon 
and  deducted  from  the  twenty  thousand  ($20,000)  dollars  of  bonus 
hereinafter  provided  for,  and  the  residue  is  to  be  paid  in  one,  two,  and 
three  years  from  that  date,  with  interest  from  that  date,  with  a  vendor's 
lien  retained  for  the  securing  of  the  unpaid  purchase  money  and  in- 
terest; 

And  the  parties  of  the  first  part  further  agree  to  transport  the  coal 
from  the  said  tract  or  the  mines  open  thereon  to  the  siding  of  the  Rolling 
Mill  Company's  proposed  plant,  at  a  cost  of  five  cents  per  net  ton. 

The  parties  of  the  first  part  further  agree  to  pay  to  the  Rolling  Mid 
Company  the  sum  of  twenty  thousand  ($20,000)  dollars  as  a  bonus  and 
inducement  for  the  location  of  said  company's  proposed  plant  on  the 
line  of  the  Morgantown  &  Kingwood  Railroad  on  said  Beall  land,  pay- 
able in  one,  two,  and  three  months  from  this  date,  and  to  pay  all  taxes 
on  the  Rolling  Mill  Company 's  property  situate  on  the  said  laud  for  the 
first  five  years  from  April  1st,  1902; 

Parties  of  the  first  part  further  agree  that  until  satisfactory  freight 
rates  are  arranged  with  the  Baltimore  &  Ohio  Railroad  Company  or 
some  competing  or  connecting  linch  they  will  make  the  charge  for  switch- 


886      CORPORATION  FORMS  AND  PRECEDENTS. 

ing  between  the  B.  &  O.  Eailroad  connections  at  Morgantown,  West 
Virginia,  and  the  Eolling  Mill  Company's  plant,  over  the  line  of  the 
Morgantown  &  Kingwood  Eailroad,  one  dollar  per  car  for  incoming 
and  outgoing  freights;  and  after  satisfactory  freight  rates  have  been 
arranged  with  connecting  roads,  will  charge  an  agreed  rate  ,with  such 
connecting  railroad,  which  charge  to  be  absorbed  or  included  in  the 
freight  rate  charged  by  such  connecting  line. 

The  parties  of  the  first  part  further  agree  that  if  the  B.  &  O.  Eailroad, 
or  its  connecting  lines,  refuse  to  allow  the  usual  reduction  in  freight 
rates  on  construction  materials  employed  in  building  said  plant  and 
equipping  the  same,  they  will  pay  the  said  Eolling  Mill  Company  the 
difference  between  the  rates  charged  and  the  usual  reduced  rates  charged 
on  construction  materials  for  plants  erected  on  the  said  B.  &  O.  Eailroad 
Company's  lines. 

And  in  consideration  of  the  performance  by  the  parties  of  the  first  part 
of  the  covenants  and  agreements  hereinbefore  set  forth  to  be  done  and 
performed  by  the  said  parties  of  the  first  part,  the  said  Eolling  Mill 
Company  of  America  hereby  agrees  that  it  will,  without  avoidable  delay, 
locate,  construct  and  put  into  operation  on  the  site  aforesaid  a  rolling 
mill  for  the  manufacture  of  black  sheets,  tine  and  terne  plates;  and 
continue  to  operate'  the  same,  strikes  and  unavoidable  hindrances  and 
delays  excepted,  for  a  term  of  five  years;  and  give  employment  to 
about  five  hundred  work  people. 

The  party  of  the  second  part  further  agrees  that  it  will  execute  a 
mortgage  or  deed  of  trust  upon  all  of  its  property,  after  it  shall  have 
expended  the  sum  of  one  hundred  thousand  ($100,000)  dollars  in  build- 
ings, machinery,  and  equipments,  to  secure  the  sum  of  one  hundred  and 
fifty  thousand  ($150,000)  dollars  of  first  mortgage  bonds,  bearing  inter- 
est at  six  per  cent,  payable  semiannually,  designating  the  Bank  of  Monon- 
gahela  Valley  as  trustee  and  certifying  agent. 

In  witness  whereof  the  Morgantown  &  Kingwood  Eailroad  Companj' 
has  caused  these  presents  to  be  signed  in  its  corporate  name  by  its 
president,  and  the  seal  thereof  to  be  affixed,  attested  by  its  secretary; 
and  the  said  Geo.  C.  Sturgiss  has  signed  and  sealed  the  same  the  day 
and  year  first  above  written;  and  the  said  Eolling  Mill  Company  of  America 
has  caused  these  presents  to  be  signed  in  its  corporate  name  by  its  president, 
and  the  corporate  seal  to  be  thereto  affixed,  attested  by  its  secretary  the 
day  and  year  first  aforesaid. 

[Signed]      Morgantown   &   Kingwood   Eailroad   Co., 

By   Geo.   C.   Sturgiss,  Its   President. 

[Seal] 

Attest:     S.  G.  Chad  wick,  .7r.,  Secretary. 

Geo.  C.  Sturgiss,     [Seal] 
Eolling   Mill   Company   of   America, 

[Seal]  By   W.  J.  Logan,  Its  President. 

Attest:     H.  L.  Kurtz,  Secretary. 

In  Sturgiss  v.  Meurer,  191  Fed.  9,  the  above  agreement  was  considered. 


SALE  AND  PLEDGE  OF  SECURITIES.  887 

Form  1308. 
OFFER  TO  SELL  STOCK  TO  PURCHASERS  OF  BONDS. 

Proposition  of  Stockholders  of  the   Coiupauy 

to  the  Directors  of  said  Company. 

Whereas,  the  directors  of  the   Company  have 

taken  steps  to  borrow  the  sum  of  $;}00,U00,  to  be  used  in  payment  of 
existing  indebtedness  of  the  company  and  to  provide  additional  working 
capital,  etc.,  and  have  authorized  the  President  and  Secretary  to  execute 
bonds  for  said  amount,  ami  to  negotiate  the  same  at  the  best  price  ob- 
tainable;  and 

Whereas,  we  are'  informed  that  it  will  probably  be  possible  to  find 
purchasers  for  said  bonds  at  the  price  of  eighty-five  per  cent,  of  the 
par  value  thereof,  provided  that  stock  of  the  company,  to  the  extent 
of  fifty  per  cent,  of  the  par  value  of  the  said  bonds  shall  also  be  trans- 
ferred  to   the  several   purchasers   of   said   bonds;   and 

Whereas,  it  is  deemed  to  be  inexpedient  to  issue  any  new  stock  or" 
the  company  for  such  purpose,  and  desiring  to  do  all  we  can  to  assist 
the  directors  in  procuring  said  loan  and  the  sale  of  said  bonds: 

We  therefore  make  this  proposition  to  the  directors  of  the  company 
in  reference  to  the  sale  of  stock  held  by  us  in  said  company,  to  the 
purchasers  of  said  bonds,  to  wit: 

We  will  sell  to  the  several  purchasers  of  said  bonds  of  the  company 
stock  of  the  company  belonging  to  us  in  the  amounts  set  opposite  our 
names,  respectively,  and  will  furnish  to  the  Secretary  of  the  company 
certificates  of  said  stock,  assigned  in  blank,  to  be  by  him  delivered  to 
said  purchasers  of  said  bonds,  upon  the  understanding  and  agreement 
that  we  are  to  receive  the  sum  of  $50  for  each  share  of  stock  so  sold  by 
us  out  of  the  money  paid  for  bonds,  and  said  Secretary  shall  act  as  our 
agent  in  receiving  said  amounts,  and  shall  pay  us  the  same  before  the 
company  shall  be  entitled  to  have  the  remainder  of  the  money  paid  for 
said  bonds  by  the  purchasers  thereof. 

This  action  is  not  to  be  construed  as  a  proposition  to  sell  said  stock 
to  the  company,  but  it  is  to  be  treated  and  regarded  as  a  sale  of  stock 
directly  to  the  purchasers  of  said  bonds,  to  be  paid  for  by  them  to  us, 
and  the  payment  by  them  to  the  Secretary  of  this  company  for  said 
bonds  shall  be  regarded  as  a  payment  to  us  for  said  stock  to  the  extent 
necessary  to  pay  us  therefor  upon  the  terms  above   stated. 

In  testimony  whereof,  we  have  hereunto  set  our  hands,  on  this  third 
day  of  May,  1889. 

B,   D.   Harris    450  shares 

G.   D.   Harris    450  shares 

John    Carlisle     336  shares 

Geo.   S.   Richardson    39  shares 

G.    W.    Carlisle    225  shares 

Total    1,500  shares 

See  Great  Western  Min.,  etc.  Co.  v.  Harris,  128  Fed.  321,  wheTe  the  above 
instrument  was  involved,  and  certain  resolutions  are  set  forth  in  the  opinion. 


888      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1309. 
AGREEMENT  TO  EXCHANGE  BONDS. 

We,  the  undersigned  bondholders  of  the  Times  Publishing  Conijiany  under 
the  issue  in  existence  March  1,  1907,  do  hereby  agree  to  exchange  our 
present  holdings  for  a  like  amount  in  a  new  issue  for  twenty-five  thou- 
sand dollars  to  be  secured  in  the  same  manner  and  conditions  as  our 
present  bonds. 

Dated   ,  19 


See  In  re  I'imes  Pub.  Co.,  183  Fed.  603,  where  the  above  instrument  was 
considered. 

Form  1310. 

AGREEMENT  FOR  SALE  OF  STOCK  ON  CREDIT  WITH 
PLEDGE  OF  STOCK  TO  SECURE  DEBT. 

Memorandum    of   Agreement,    Made   and   entered   into    this    day 

of ,  A.  D.   19 .... ,  by  and  between   ,  of  the  City  of 

,   County   of    ,   and   State   of    ,   party 

of  the  first  part ;  and  The Company,  a  corporation  organized 

under  the  laws  of  the  State  of ,  party  of  the  second  part;  and 

,  of  the  City  of   ,  County  of   ,  and 

State   of    ,   party   of   the   third   part,   Witnesseth: 

Whereas,    The     Corporation    is    a    corporation    organized 

under  the  laws  of  the  State  of   ,  with  an  authorized  capital 

stock   of  Twenty-five   Thousand   Dollars    ($25,000);    and, 

Whereas,  Five  Thousand  Dollars  ($5,000)  of  said  authorized  capital 
stock  has  been  issued  and  is  now  outstanding;   and. 

Whereas,  of  the  said  capital  stock  now  issued  and  outstanding,  the 
said  party  of  the  first  part  is  the  owner  of  nineteen  (19)  shares,  and  the 
said  party  of  the  second  part  is  the  owner  of  twenty-six  (26)  shares, 
and  the  said  party  of  the  third  part  is  the  owner  of  one  (1)  share,  and 
,  ,  ,  and  are  respec- 
tively,  the  owners  of  one    (1)    share;   and. 

Whereas,  the  said  party  of  the  third  part  desires  to  purchase  from 
the  said  parties  of  the  first  and  second  parts  hereto  their  shares  of  stock, 
and  the  said  parties  of  the  first  and  second  parts  hereto  are  willing  to 
sell  to  the  said  party  of  the  third  part  their  respective  shares  of  stock, 
on  condition  that  the  said  party  of  the  first  part  execute  his  non-negotiable 
promissory  note  for  the  sum  of  Two  Thousand  Dollars  ($2,000),  payable 
to  the  order  of  the  said  party  of  the  first  part,  bearing  interest  at  six 
per   cent.    (6%)    per   annum,    payable   on    or   before   two    (2)    years   from 

May  1st,  A.  D.  1903,  at  the Bank  of , , 

and  give,  as  collateral  security  for  said  note,  the  said  nineteen  (19) 
shares  of  stock  so  to  be  purchased  by  the  said  party  of  the  third  part 
from  the  said  party  of  the  first  part;  and,  on  condition  that  the  said 
party  of  the  third  part  execute  to  the  said  party  of  the  second  part  his 


SALE  AND  PLEDGE  OF  SECURITIES.  889 

non-negotiablo  promissory  note  for  the  sum  of  Three  Thousand  Dollars 
($3,00U),  payable  to  the  order  of  the  said  party  of  the  second  part,  bear- 
ing interest  at  six  per  cent.    (6%)   per  annum,  payable  on  or  before  two 

(2)   years  from  May   1st,  A.  D.   1903,  at  the    Bank  of 

, ,  and  give  as  collateral  security  for  said  note,  the  said 

twenty-six  (2G)  shares  of  stock  so  to  be  purchased  by  the  said  party 
of  the  third   part  from  the  said  party  of  the  second  part; 

Now  Therefore,  For  and  in  consideration  of  one  dollai*  ($1)  paid  by 
each  of  the  parties  hereto,  one  to  the  other,  the  receipt  whereof  is  hereby 
confessed  and  acknowledged,  and  the  mutual  covenants  and  agreements 
of  the  parties  hereto,  and  for  other  good  and  valuable  considerations 
moving  between  the  parties  hereto. 

It    Is   Hereby   Agreed  as   Follows: 

1.  The  said  party  of  the  first  part  hereto  sells  to  the  said  party  of 
the  third  part  and  the  said  party  of  the  third  part  buys  said  nineteen 
(19)  shares  of  stock,  for  the  sum  or  consideration  of  Two  Thousand 
Dollars  (,$2,000),  which  said  sum  of  Two  Thousand  Dollars  ($2,000)  is 
evidenced  by  the  non-negotiable  promissory  note  of  the  said  i)arty  of 
the  third  part  for  Two  Thousand  Dollars  ($2,000),  •  bearing  interest  at 
six  per  cent.  (6%)  per  annum, ^  from  date,  payable  to  the  order  of  the 
said   party  of  the   first  part,   two    (2)    years   from   May   1st,   A.   D.    1903, 

at  the Bank  of ,  and  the  said  party  of  the  third 

part  has,  in  order  to  comply  with  the  condition  of  the  said  sale  by  the 
said  party  of  the  first  part  to  the  said  party  of  the  third  part,  pledged 
and  assigned  and  set  over,  as  collateral  security  for  said  note,  the  said 
nineteen  (19)  shares  of  stock  so  purchased  from  said  party  of  the  first 
part,  which  pledge  is  contained  in  said  non-negotiable  promissory  note, 
a  copy  of  which  said  promissory  note,  together  with  the  pledge  of  said 
stock,  is  hereto  attached  and  marked  "Exhibit  A,"  and  made  a  part 
hereof. 

2.  The  said  party  of  the  second  part  hereto  sells  to  the  said  party 
of  the  third  part  and  the  said  party  of  the  third  part  buys  said  twenty- 
six  (26)  shares  of  stock,  for  the  sum  or  consideration  of  Three  Thousand 
Dollars  ($3,000)  which  said  sum  of  Three  Thousand  Dollars  ($3,000)  is 
evidenced  by  the  non-negotiable  promissory  note  of  the  said  party  of  the 
third  part  for  Three  Thousand  Dollars  ($3,000),  bearing  interest  at  six 
per  cent.  (6%)  per  annum,  from  date,  payable  to  the  order  of  the  said 
party  of  the  second  paft,  two  (2)  years  from  May  1st,  A.  D.  1903,  at  the 

,  Bank  of   ,  and  the  said  party  of  the  third  part 

has,  in  order  to  comply  with  the  condition  of  the  said  sale  by  the  said 
party  of  the  second  part  to  the  said  party  of  the  third  part,  pledged 
and  assigned  and  set  over,  as  collateral  security  for  said  note,  the  said 
twenty-six  (26)  shares  of  stock  so  purchased  from  said  party  of  the  second 
part,  which  pledge  is  contained  in  said  non-negotiable  promissory  note, 
a  copy  of  which  said  promissory  note,  together  with  the  pledge  of  said 
stock,  is  hereto  attached  and  marked  "Exhibit  B,"  and  made  a  part 
hereof. 

3.  Until  the  entire  sum  due  on  said  respective  promissory  notes,  together 

"with  accrued  interest  thereon,  is  fully  paiil  by  the  said ,  party 

of  the  third  part,  all  the  dividends  which  may  be  declared  and  paid  by 
the   said    The    Corporation    on    said    respective    shares    of 


890      CORPORATION  FORMS  AND  PRECEDENTS. 

stock  so  respectively  pledged  for  the  payment  of,  and  as  collateral  secur- 
ity for,  said  respective  notes,  shall  be  respectively  applied  in  payment  of 
the  respective  indebtedness  of  the  said  party  of  the  third  part  on  account 
of  said  respective  promissory  notes,  and  the  said  The  Cor- 
poration shall  pay  to  the  respective  holders  of  said  promissory  notes, 
so  secured  by  such  pledges  respectively,  any  dividends  which  may  be 
declared  and  paid  by  it  on  said  shares  of  stock  so  respectively  pledged 
as  security  for  the  payment  of  said  respective  notes;  and  the  said  party 
of  the  third  part  does  hereby  authorize  and  empower  the  said  parties  of 
the  first  and  second  parts  hereto,  respectively,  to  receive  from  the  said  The 

Corporation  any   dividends  which   may   be   due  and   payable 

on  said  shares  of  stock  so  respectively  pledged  and  deposited  as  collateral 
security. 

4.  Any  payments  made  on  account  of  said  promissory  notes  and  ac- 
crued interest  by  the  said  party  of  the  third  part  to  the  said  parties 
of  the  first  and  second  parts  hereto,  or  either  of  them,  or  to  the  holder 
or  holders  of  said  promissory  notes,  shall  be  applied  pro  rata  upon  the 
said  promissory  notes  and  accrued  interest  until  said  notes  and  accrued 
interest  shall  be  full^v  paid;  it  being  the  intention  and  agreement  of  the 
said  parties  hereto,  that  no  priority  shall  be  given  in  any  payment  to 
either  of  the  parties  of  the  first  or  second  parts  hereto,  or  to  any  holder 
or  holders  of  said  promissory  notes,  but  that  any  payments  made  by  the 
said  party  of  the  third  part  hereto  to  them,  or  either  of  them,  or  to  any 
holder  or  holders  of  said  promissory  notes,  shall  be  applied  pro  rata  in 
the  payment  of  said  notes  according  to  the  respective  amounts  due  thereon. 

5.  Whenever    the    aggregate    amount    of    said    dividends    declared    and 

paid  by  the  said  The Corporation  on  the  said  nineteen   (19) 

shares  of  stock  so  held  as  collateral  security  by  the  said  party  of  the  first 
part,  and  of  any  payments  made  by  the  said  party  of  third  part  hereto, 
shall  equal  the  amount  of  said  note,  together  with  accrued  interest  thereon, 
so  given  by  the  said  party  of  the  third  part  to  the  said  party  of  the  first 
part,  the  said  party  of  the  first  part,  or  the  holder  of  said  promissory 
note,  shall  deliver  to  the  said  party  of  the  third  part  his  said  promissory 
note,  marked  "Paid  and  Cancelled,"  and  shall  thereupon  assign,  transfer, 
and  set  over  to  the  said  party  of  the  third  part,  or  to  whomsoever  he 
may  direct,  the  said  nineteen  (19)  shares  of  stock  so  held  as  collateral 
security. 

Whenever   the   aggregate    amount    of   said   dividends   declared   and   paid 

by  said  The   Corporation  on  the  said  twenty-six^ (26)   shares 

of  stock  so  held  as  collateral  security  by  the  said  party  of  the  second 
part,  and  of  kny  payments  made  by  the  said  party  of  the  third  part  hereto, 
shall  equal  the  amount  of  said  note,  together  with  accrued  interest  thereon, 
so  given  by  the  said  party  of  the  third  part  to  the  said  party  of  the 
second  part,  the  said  party  of  the  second  part,  or  the  holder  of  said 
promissory  note,  shall  deliver  to  the  said  party  of  the  third  part  his 
said  promissory  note,  marked  "Paid  and  Cancelled,"  and  shall  thereupon 
assign,  transfer  and  set  over  to  the  said  party  of  the  third  part,  or  to 
whomsoever  he  may  direct,  the  said  twenty  six  (20)  shares  of  stock  so 
held  as  collateral  security. 

6.  The  said  parties  of  the  first  and  second  parts  herelo  shall  be  re- 
spectively  entitled    to    transfer,    or    have    transferred,    in    their   names    on 


SALE  AND  PLEDGE  OF  SECURITIES.  891 

the  books  of  the  said  The   Corporation,  the  respective  shares 

of  stocit  so  pledged  and  deposited  as  collateral  security  for  the  payment 
of  said  respective  notes,  and  shall  bo  respectively  entitled  to  vote  the 
said  shares  of  stock  so  respectively  held  by  them  at  all  elections,  until 
the  "said  promissory  notes  shall  be  fully  paid  by  the  f-aid  party  of  the 
third  part,  as  herein  provided,  as  though  they  were  respectively  the  abso- 
lute owners  of  said  stock. 

In  the  event  of  said  parties  of  the  first  and  second  parts  hereto, 
or  either  of  them,  assigning  or  transferring  said  notes,  their  respective 
assignees  or  transferees  shall  be  entitled  to  have  said  respective  shares 
of  stock,  so  pledged  and  held  as  collateral  security,  so  transferred  on 
the  books  of  the  said  Company,  and  to  vote  said  shares  of  stock  in  the 
same  manner  and  to  the  same  effect  as  their  respective  assignors  or 
transferrors.  Such  right  of  voting  said  shares  of  stock  may  be  given  to 
any  proxy  or  proxies  of  the  parties  hereto  vested  with  the  right  of  voting 
the  same. 

7.  The  said  party  of  the  first  part  covenants  and  agrees  to  and  with 
the  parties  of  the  second  and  third  parts  hereto,  that  the  said  party  of 
the  first  part  will  not  sell,  assign,  transfer  or  set  over  to  any  person  or 
persons,  firm,  or  corporation  the  said  promissory  note,  without  making  it 
an  express  conilition  of  such  assignment  or  transfer  that  such  assignee 
or  transferee  shall  be  bound  by  all  the  terms  and  conditions  of  this  agree- 
ment, in  like  manner  as  if  such  transferee  or  assignee  were  originally 
a  party  to  this  agreement  in  lieu  of  his  said  assignor  or  transferror. 

8.  The  said  party  of  the  second  part  covenants  and  agrees  to  and 
with  the  parties  of  the  first  and  third  parts  hereto,  that  the  said  party  of 
the  second  part  will  not  sell,  assign,  transfer  or  set  over  to  any  person  or 
persons,  firm,  or  corporation  the  said  promissory  note,  without  making  it 
an  express  condition  of  such  assignment  or  transfer  that  such  assignee 
or  transferee  shall  be  bound  by  all  the  terms  and  conditions  of  this  agree- 
ment, and  in  like  manner  as  if  such  transferee  or  assignee  were  originally 
a  party  to  this  agreement  in  lieu  of  his  said  assignor  or  transferror. 

In  the  event  of  the  said  party  of  the  third  part  making  default  in  the 
payment  of  said  promissory  notes,  the  said  parties  of  the  first  and  second 
l)arts  hereto,  for  and  in  consideration  of  One  Dollar  ($1)  in  hand  paid 
by  each' of  them,  one  to  the  other,  the  receipt  whereof  is  hereby  confessed 
and  acknowledged,  agree  with  one  another  that  they  will  not  exercise  the 
power  of  sale  given  by  said  promissory  notes,  without  giving  to  the  other 
party  ten   (10)   days  notice  of  the  time  and  place  of  such  sale. 

In  Witness  Whereof,  the  said  parties  of  the  first  and  third  parts  hereto, 
have  hereunto  set  their  hands  and  seals,  and  the  said  party  of  the  second 
l)art  has  caused  its  corporate  name  to  be  hereunto  signed  by  its  President, 
and  its  corporate  seal  to  be  hereunto  affixed,  the  day  and  year  first  above 
written. 

•. [Seal] 

The    Company, 

Attest : 

By    

Secretary.  President. 

[SE.\L"i 

Attach  collateral  notes,  as  Exhibits  "A"  and  "B. " 


892      CORPORATION  FORMS  AND  PRECEDENTS. 

For  form  of  non-negotiable  note,  see  Form    1592,  post. 
See  for  pledge  of  stock.  Cook  on  Corporations,  §§  12,  315-324,  458,  464- 
468,  472-479,  484,  490,  763,  779,  783;  Clark  &  M.,  Corp.,  §§617-624. 

Form  1311. 
AGREEMENT  WITH  BROKER. 

hereby  agree  to  maintain  with  you  at  all  times  a  margin 

of    per   centum   of   the   par   value   of   all    stocks   and   bonds 

against  which  you  have  made  or  may  hereafter  make  advances  to , 

and  a  like  margin  on  stocks  or  bonds  which    have  borrowed  or 

may  hereafter  borrow  through  you  to  make  deliveries  on  sales  made  for 
account  or  otherwise. 

In  case    margin  should  become  impaired  and  the  same  is 

not  promptly  made  good  in  response  to  personal  notice  or  notice  sent  by 

wire  or  letter  and  directed  to   usual  address,  you  are  authorized 

in  your  discretion  to  buy  or  sell  at  the  New  York  Stock  Exchange  or  at 
public  or  private  sale,  without  further  notice,  such  certificates  as  may 
be  necessary  to  place  the  account  in  condition  satisfactory  to  you,  or 
to  close  the  same  entirely,  as  you  may  prefer. 

In  case  of  my  decease  you  are  hereby  authorized  to  close  my  account 
by  purchase  or  sale  of  securities  as  the  same  may  require. 


(Cook  on  Corp's   (6th  Ed.)    §459.) 

See  as  to  the  rights  of  a  broker  holding  stock  purchased  for  a  customer 
on  margin  as  a  pledgee.  Cook  on  Corp.,  §  467. 

See  generally  as  to  the  prohibition  of  gambling  contracts  as  applied  to 
sales  of  stock,  Cook  on  Corp.,  §§341-348,  440;  Clark  &  M.,  Corp.,  §611. 

Form  1312. 

RECEIPT   AND   AGREEMENT   FOR   STOCK   DEPOSITED 
AS  SECURITY  FOR  MARGINS. 

Eeceived  from  Anna  D.  Taggart  83  shs  U.  S.  Steel  pfd  No.  A30563— 
No.  Clo546.  The  same  to  be  a  general  deposit,  and  this  receipt  is  given  and 
received  with  the  mutual  understanding  that  Jacob  Berry  &  Co.  may  hold  the 
same  as  margin  and  a  security  for  or  apply  the  deposit  in  part  payment 
of  or  on  account  of  losses  or  any  other  transactions  in  the  purchase  or 
sale  of  stocks,  bonds,  securities,  or  commodities  made  by  them  for  your 
account. 

This  receipt  is  given  and  received  upon  the  further  understanding  and 
agreement  in  consideration  of  Jacob  Berry  &  Co.  executing  such  orders 
for  the  purchase  or  sale  of  stocks,  bonds,  securities  or  commodities  as 
may  be  given  to  them  in  writing,  orally,  by  telegraph  or  telephone ;  that 
the  said  Jacob  Berry  &  Co.  may  repledge,  rehypothecate  or  loan  any  or 
all  of  said  stocks,  bonds,  securities  or  commodities  held  by  them  on 
account  thereof  as  margin  or  otherwise;  may  substitute  similar  stock, 
bonds,  securities  or  commodities  therefor,  and  that  said  Jacob  Berry  & 
Co.  may,  without  notice  upon  the  approximate  exhaustion  of  margin  sell, 
or  buy  as  the  case  may  be,  any  stocks,  bonds,  securities  or  commodities 
bought  and  sold  or  held  by  them  as  collateral,  or  margin,  or  otherwise, 
and  that  in  case  of  contracts  for  future  delivery  said  Jacob  Berry  &  Co. 


SALE  AND  PLEDGE  OF  SECURITIES.  893 

may  ilose  the  same  by  purchase  or  sale,  as  the  case  may  be,  witliout 
notice,  provided  however,  that  such  purchases  or  sales  may  be  made  upon 
the  Consolidated  Stock  and  I'otroleum  Exchange  of  New  York,  the  New 
York  Kxchanj^e,  the  Chicago  Board  of  Trade,  or  on  any  other  Exchange 
in  the  city  of  New  York  where  such  other  stocks,  bonds,  securities,  or 
commodities   are    dealt    in. 

No.  A;}()5()3— 33   Shs. 

No.  C15546— 50  Shs. 

Geo.  M.  Davis,  Mgr. 

The  above  instrument  was  construed   in   In   re  Jacob  Berry   &  Co.,   149 

Fed.  178. 

Form  1313. 
BROKERS'   MEMORANDUM   OF   SALE   OF  BONDS. 

We  have  sold  to & one  hundred  thousand 

dollars,  par  value,  of  the  new  4  per  cent,  bonds  of  the  United  Railroads 
of  San  Francisco  at  eighty-nine  per  cent.,  payable  and  deliverable  when, 
as  and  if  issued,  with  accrued  interest  at  the  rate  of  4  per  cent,  per 
annum,  either  party  having  the  right  to  call  for  deposits  according  to 
the  requirements  of  article  30  of  the  constitution  of  the  New  York  Stock 
Exchange,  and  on  the  failure  of  the  party  called  upon  to  comply  with 
the  call  for  deposits,  this  contract  shall  mature,  with  the  right  and 
authority  to  the  party  not  in  default  to  close  the  contract  in  accordance 
with  the  rules  of  the  New  York  Stock  Exchange. 

Due  when  issued. 

No &  Co. 

This  agreement  was  construed  in  Ziuinienuann  v.  Tiunnerniann,  105  N.  Y. 
Supp.  444. 

.  Form  1314. 

AGREEMENT   TO    COMPLETE   PUBLIC   WORK  IN   CON- 
SIDERATION OF  STOCK. 

Memorandum  of  Agreement,  made  and  entered  into  this  first  day  of 
November,  A.  D.  1899,  by  and  between  Rudolph  Axman,  of  the  city  and 
county  of  San  Francisco,  state  of  California,  party  of  the  first  part, 
and  the  Coast  Contracting  Company,  a  corporation  organized  and  doing 
business  under  and  by  virtue  of  the  laws  of  the  state  of  California, 
party  of  the  second  part,  witnesseth: 

Whereas,  the  said  Rudolph  Axman  has  entered  into  a  contract  with  the 
government  of  the  United  States,  through  its  proper  oflieers,  for  the 
removal  of  Arch  Rock  and  Shag  Rocks,  numbered  one  and  two,  in  the 
San  Francisco  Harbor,  California,  and  is  to  furnish  all  necessary  labor 
and  material  and  remove  the  rocks  as  specified  in  the  specifications  issued 
by  the  United  States  engineer's  office,  dated  June  7th,  1899,  for  the  sum 
of   $253,500.00; 

And  whereas,  the  said  party  of  the  second  part  is  desirous  of  acting 
as  the  agent  of  the  party  of  the  first  part  in  carrying  out  the  said 
contract   and   in   furnishing   the   necessary  labor   and   material   in   connec- 


894   CORPORATION  FORMS  AND  PRECEDENTS. 

tion  with  said  contract  and  acting  as  superintendent  thereof,  but  not  in 
any  way  as  the  assignee  of  said  contract  or  as  having  any  interest  therein, 
but  solely  for  the  purpose  of  employment  under  said  party  of  the  first 
part  in  the  work  of  removing  the  said  rocks  as  aforesaid. 

Now,  therefore,  this  agreement  wituesseth  that  the  said  party  of  the 
second  part  in  consideration  of  the  premises  and  of  the  agreement  on  the 
part  of  the  party  of  the  first  part,  hereinafter  ^contained,  to  employ  the 
party  of  the  second  part  as  the  agent  and  representative  of  the  party 
of  the  first  part  in  carrying  out  the  contract  between  the  party  of  the 
first  part  and  the  government  of  the  United  States  as  aforesaid,  agrees 
to  issue  to  the  said  party  of  the  first  part  five  hundred  (500)  shares 
of  its  capital  stock,   fully  paid   up. 

And  the  said  party  of  the  first  part  in  consideration  of  the  issuance 
to  him  of  the  said  five  hundred  shares  of  the  said  capital  stock  of  the  party 
of  the  second  part  as  aforesaid,  agrees  to  institute,  appoint  and  employ 
the  said  party  of  the  second  part  as  his  agent  and  employee  irrevocably 
in  the  removal  of  the  said  Arch  Rock  and  Shag  Eocks,  numbered  one  and 
two,  in  San  Francisco  Harbor,  California,  and  to  carry  out  all  the  terms 
of  the  contract  entered  into  between  the  party  of  the  first  part  and  the 
said  government  of  the  United  States  as  hereinbefore  referred  to;  the 
said  party  of  the  second  part  to  do  all  things  necessary  to  carry  out 
the  said  contract  and  to  furnish  all  necessary  labor  and  material  and 
remove  the  said  rocks  and  within  the  time  as  specified  in  said  contract 
and  specifications  aforesaid. 

And  for  the  services  of  the  said  part  of  the  second  part  in  that  behalf 
the  said  party  of  the  first  part  agrees  to  pay  to  the  said  party  of  the 
second  part  the  full  sum  of  $253,500.00,  as  the  same  shall  be  received 
by  the  party  of  the  first  part  from  the  government  of  the  United  States 
for  the  work  aforesaid,  according  to  the  terms  of  the  .contract  aforesaid. 

It  is  further  agreed  between  the  parties  hereto  that  the  party  of  the 
second  part  shall  in  carrying  out  the  contract  and  specifications  aforesaid 
have  full  control  of  said  work  and  of  the  direction  thereof,  and  of  all 
employees  employed  by  it  on  the  work  thereof  according  to  the  terms 
of  said  contract. 

And  it  is  further  covenanted  and  agreed  that  said  party  of  the  first 
part  shall  appoint  the  treasurer  of  the  said  party  of  the  second  part  his 
agent  for  the  purpose  of  receiving  from  the  government  of  the  United 
States,  in  the  name  of  the  party  of  the  first  part,  all  monies  due  upon 
the  contract  aforesaid,  and  that  said  treasurer  shall  act  as  the  agent 
and  representative  of  the  party  of  the  first  part  in  reference  to  all  trans- 
actions between  the  party  of  the  first  part  and  the  government  of  the 
United  States  in  reference  to  the  contract  aforesaid. 

?n   Witness  Whereof,  etc. 

The  above  agreement  was  involved  and  construed  in  United  States  v. 
\^,nan.  1-52  Fed.  816. 


SALE  AND  PLEDGE  OF  SECURITIES.  895 

Form  1315. 

AGREEMENT  WITH  CREDITOR  BANK  TO  TAKE  FOR 

DEBT  STOCK  IN  CORPORATION  TO  BE  FORMED, 

AND  TO  LEND  MONEY. 

Agreement  made  this  18th  day  of  September,  1894,  between   

dt    Lumber    Company,    hereinafter    called    the    Company,    and 

and ,  and  the  Bank  of ,  hereinafter 

railed   the   Biink. 

"Whereas,   the   Company  is   indebted   to   the   Bank   in    the   sum   of   one 

hundred  thousand  dollars,  secured  by  a  mortga>i:e  of  the    Mill, 

and  certain  lumber  lands  in  the  State  of  Washington  (which  mortgage 
also  secures  the  other  indebtedness  of  the  Company  hereinafter  men- 
tioned), and  in  the  sum  of  seventy  thousand  dollars,  secured  by  pledge 

to  the  Bank  of  three  notes  of  the    River  Lumber  Company 

each  for  the  sum  of  fifty-six  thousand  two  hundred  and  fifty  dollars, 
and  in  the  sum  of  fourteen  hundred  and  ninety  dollars,  secured  by  pledge 

to  the  Bank  of  a  certificate  of  stock  of  the   Pine  Lumber 

Company,  and  whereas  the River  Lumber  Company  is  indebted 

to  the  Bank  in  the  sum  of  ten  thousand  dollars,  and  whereas  it  is  pro- 
posed among  certain  creditors  of  the    River  Lumber   Company 

to  form  a  new  corporation  to  be  called  the Lumber  Company 

and  that  such  creditors  of  the  '.  . . .   River  Lumber  Company  shall 

assign  their  claim  against  the    River  Lumber  Company  to  the 

Lumber  Company  in  exchange  for  the  stock  of  the 

Lumber  Company: 

Now,   if  said   new  corporation   is   formed   and   said   arrangement   goes 

into  effect  among  the  creditors  of  the   River  Lumber  Company, 

the  Bank  hereby  agrees  to  take  stock  in  the Lumber  Company 

at  its  par  value  to  the  amount  equal  to  said  three  notes  of  the 

River   Lumber   Company,   and  said   $10,000   debt   of  the    River 

Lumber  Company,  and  said  $1,490  debt  of  the  Company,  in  all  amount- 
ing  to   $180,240;    and   will    assign    all    of    said    notes   and    debts   to   said 

Lumber   Company   in    payment   of   its   stock,   such    assignment 

to  be  without  recourse  against  the  Bank  or  any  indorsers  on  said  notes, 
including  the &  Lumber  Company,  and  the  assign- 
ment of  the  note  evidencing  the  $1,490  debt  to  bear  upon  its  face  the 
stipulation  that  the  Lumber  Company  shall  look  for  its  pay- 
ment  only  to  the  said   certificate  securing  it;   and  the  interest   on   said 

three   notes  of   the    River  Lumber   Company   to   be   indorsed 

thereon  as  paid  up  to  the  time  of  their  delivery  to  the Lumber 

Company,  and  will  deliver  said  certificate  to  the   Lumber 

Company. 

The  Company  will  convey  by  a  deed  absolute  to  the  Bank  or  its  nom- 
inee the  said    Mill  and  said  lands  in  Washington,  and  the 

Bank  will  cancel  and  deliver  up  to  the  Company  said  $100,000  note  and 
said  $70,000  note. 

The  Bank  shall  then  open  an  account  with  the  Company  in  which  the 
Company  shall  be  debited  with  said  sum  of  $100,000  an.]  all  taxes,  insur- 
ance,   and    expenses    connected    with    said    mill    and    timber    lands    and 


896      CORPORATION  FORMS  AND  PRECEDENTS. 

the    sum    of    eighty-one    thousand    four    hundred    and    ninety-one    dollars, 

being  the  actual  cost  to  the  Bank  of  the  stock  of  the   Lumber 

Company,  and  with  interest  on  such  amounts  at  the  rate  of  six  per  cent. 
per  year  from  July  1st,  1894,  and  shall  be  credited  with  any  dividends 

on  said  stock  of  the   Lumber  Company,  and  with  the  proceeds 

of  any  sales  of  said  stock  made  under  the  permission  hereinafter  given, 
and  with  the  proceeds  of  any  sales  of  the  said  mill  property  or  timber 
lands  made  under  the  permission  hereinafter  given,  and  with  all  sums 
paid  to  the  credit  of  said  account  by  the  Company,  and  with  interest  on 
all  such  credits  at  the  rate  of  six  per  cent,  per  year,  the  interest  so  to 
be  charged  and  credited  to  be  adjusted  and  charged  and  credited  at 
the  end  of  each  six  months. 

The  Bank  shall  hold  said  stock  of  the Lumber  Company  and 

said  mill  and  timber  lands  as  security  for  the  amount  due  to  it  as  shown 
by  said  account,  and  may  any  time  sell  said  mill  or  any  part  of  the 
whole  of  said  timber  lands  for  any  price  it  pleases,  provided  that  if  at  any 
time  it  can  sell  said  mill  and  lands  for  $100,000,  it  shall  be  bound  to  do 
so;    and   it  may   at   any  time  sell   not  more  than  one-half   of  said  stock 

of  the Lumber  Company  for  any  price  it  pleases,  giving  the 

Company,  however,  the  preference  of  purchasing  at  the  price  the  Bank 
is  willing  to  accept. 

At  any  time  within  five  years  from  the  date  thereof,  the  Company 
may  pay  the  Bank  the  balance  6f  debt  shown  by  said  account,  and  on 
such  payment  the  Bank  shall  cause  to  be  conveyed  to  the  Company  all 
then  remaining  unsold  of  said  mill  and  timber  lands,  and  shall  transfer 
and  deliver  to  the  Company  all  then  remaining  unsold  of  said  stock  of 
the   Lumber  Company. 

At  the  end  of  five  years  from  the  date  hereof  the  balance  of  debt 
shown  by  said  account  shall  be  due  and  payable  by  the  Company  to  the 
Bank,  and  if  not  paid,  the  Bank  may  foreclose  its  lien  for  the  same 
against  said  mill  and  timber  lands,  and  in  any  action  for  such  fore- 
closure shall  be  allowed  a  counsel  fee  at  the  rate  of  five  per  cent,  upon 
the   amount   found   due,   and  may  sell   any  or  all   of  said  stock   of  said 

Lumber   Company   then   remaining  unsold   at   either   public    or 

private  sale  with  or  without  notice  and  without  any  previous  demand 
upon  or  notice  to  the  Company,  and  at  any  such  sale  may  itself  become 
a  purchaser,  and  shall  render  any  surplus  of  the  proceeds  of  such  sale 
to  the  Company. 

The  said    and   ,  jointly  and  severally,  hereby 

guarantee  to  the  Bank  the  payment  by  the  Company  at  the  end  of  five 
years  of  the  balance  due  on  said  account,  waiving  all  demand  on  the 
Company  and  all  notice  to  them  of  nonpayment,  and  any  defense  arising 
out  of  any  delay  on  the  part  of  the  Bank  in  enforcing  its  debt  or 
realizing  on  its  security,  or  arising  out  of  any  extension  or  renewal  of 
the  debt  by  the  Bank,  or  the  taking  by  the  Bank  of  any  further  security 
for  the  same,  and  waiving  notice  of  any  such  extension  or  renewal, 
meaning  to  guarantee  the  debt  until  paid  and  whether  renewed  or  not. 

The  Company  will  deliver  to  the  Bank  and  cause  to  be  transferred  to 
it  or  its   nominees   on  the  books  of  the  corporation,   sufficient   stock  of 

the Lumber  Company  to  give  the  Bank,  with  the  stock  of  the 

corporation  which  it  is  to  take  as  security  as  aforesaid,  a  majority  of 


SALE  AND  PLEDGE  OF  SECURITIES.  897 

the  issued  stock  in  its  possession  and  control.  This  latter  stock  so  to 
be  delivered  to  the  Bank  is  not  to  be  held  by  it  as  security  for  said 
account,  but  only  in  trust  for  the  purpose  of  giving  the  Bank  the  power 
to  vote  it.  All  its  dividends  shall  be  payable  in  cash  to  the  Company 
as  soon  as  declared  and  paid,  and  upon  the  payment  by  the  Company  of 
its  debt  as  shown  by  said  account,  or  upon  the  commencement  of  any 
action  for  the  foreclosure  of  the  Bank's  lien  on  the  Washington  property 
and  the  realization  of  the  Bank's  pledge  of  the  Lumber  Com- 
pany 's  stock  held  by  the  Bank  as  security,  it  shall  be  returned  by 
the  Bank  to  the  Company,  and  in  no  event  shall  it  be  retained  by  the 
Bank  longer  than  five  years  from  the  date  hereof.     If  at  any  time  the 

right  of  the  Bank  to  vote  the  .  .  » Lumber  Company's  stock,  either 

that  held  by  it  as  security,  or  that  held  by  it  in  trust  as  aforesaid, 
shall  be  for  any  reason  successfully  resisted,  then  at  the  option  of  the 
said  Bank,  of  which  no  notice  need  be  given  to  the  Company  or  the  said 

,  or  said ,  the  amount  shown  to  be  due  by  the  said 

account  shall  become  immediately  due  and  payable,  and  the  Bank  may 
foreclose  its  lien  on  the  Washington  property  and  all  the  stock  of  the 
Lumber  Company  held  by  it  as  security  aforesaid. 

This  agreement  is  conditioned  upon  the  formation  of  the Lumber 

Company  and  the  going  into  eflfect  of  the  aforesaid  arrangement  among 
certain  creditors  of  the River  Lumber  Company  for  the  assign- 
ment of  their  claims  against  the    River  Lumber  Company  to 

the  Lumber  Company. 

In  witness  whereof  the   and    Lumber  Companv 

has  caused  these  presents  to  be  signed  by  its  president  and  secretary, 

and  its  corporate  seal  to  be  affixed  hereto,  and  the  said  ,  and 

have  subscribed  their  names  hereto,  and  the  said  Bank  of 

has  caused  these  presents  to  be  signed  by  , 

its  manager  at all  in  triplicate  the  day  first  above  written. 

and    Lumber   Company, 

By     ,    President. 

(Corporate  seal) 

Attest:    

Secretary. 


Bank  of   

By  

Manager. 
See  Moore  v.  Bank  of  British  Columbia,  125  Fed.  849,  construing  above 
agreement. 

Form  1316. 

RECEIPT  FOR  STOCK  TRANSFERRED   TO  CARRY  OUT 
PRECEDING  AGREEMENT. 

San  Franiisio,   December   I9th,   1894. 
Received    from    * thirty-one    hundred    and    twenty- 
five  (3,125)  shares  of  the  capital  stock  of  the Lumber  Com- 
pany   issued   under   certificates  number   45   for   twelve   hundred   and   fifty 


898      CORPORATION  FORMS  AND  PRECEDENTS. 

(1,250)   shares,  number  43  for  twelve  hundred  and  fifty   (1,250;   shares, 

and  number  48  for  six  hundred  and  twenty-five  (625)  shares,  to , 

trustee  for & Lumber  Company,  and  so  indorsed  in  blank, 

by  him  as  such  trustee,  and  held  by  her  as  collateraf  security  for  debts 

due   to  her   by  the    & Lumber    Company    and    delivered 

by  her  to  this  Bank,  with  consent  of  the & Lumber 

Company,  and  which  stock  may,  at  the  option  of  this  bank,  be  je-issued 
in  such  other  name  as  this  bank  may  elect,  and  said  stock  to  remain 
in  the  hands  of  this  bank  for  five  (5)  years,  from  September  18,  1894, 
and   with   the   obligation   of  this   bank   at   the   end  of   said   time   to   hand 

back  to   ,  her  heirs  or  assigns,  said  stock,  or  an  equal 

number  of  shares  of  said  stock,  and  tt>  pay  over  to  her,  her  heirs  and 
assigns,  all  dividends  declared  and  paid,  during  said  five  (5)  years  on 
said  stock,  as  same  are  declared  and  paid,  it  being  understood  that  all 

assessments  on  said  stock  during  said  time  shall  be  paid  by  said , 

and  if  not  so  paid  and  paid  by  this  bank,  then  this  bank  to  recoup 
itself,  with  interest  at  six  per  cent,  per  annum,  out  of  subsequent  divi- 
dends, holding  the  stock  in  the  meantime  as  collateral  security. 

It  is  understood  that  this  stock  is  not  delivered  to  this  bank  as  col- 
lateral security  for  any  debt,  or  claim  due  to  it  by  said or 

any  other  person  or  company,  but  to  enable  the  said & 

Lumber  Company  to  carry  out  its  agreement  with  this  bank  of  Septem- 
ber 18th,  1894,  to  give  to  this  bank  a  majority  of  the  stock  of  said  the 
Lumber  Company,  for  the  purpose  of  voting. 

[Seal]  For  the  Bank  of   ,   

,   Manager. 

With  our  consent :    &   Lumber  Company, 

By   ,    President. 

By   ,   Secretary. 

See  Moore  v.  Bank  of  British  Columbia,   125  Fed.  849. 

Form  1317. 

OFFER    TO    RETURN    STOCK,    TRANSFERRED    UNDER 

PRECEDING  AGREEMENTS  ON  CERTAIN 

CONDITIONS. 

To..... , 

Dear  Madam :  Whereas,  on  December  19th,  1894,  the  Bank  of 

received   from   you   thirty-one   hundred   and   twenty-five   and   three-quarters 

shares  of  capital  stock  of  the Lumber  Company,  issued  under 

certificates  number  45,  43,  and  48;  and, 

Whereas  on  February  14th,  1895,  said  bank  received  from  you  eight 
hundred  shares  of  said  stock,  being  certificate  number  92;  and, 

Whereas  on  June  28th,  1895,  said  bank  received  from  you  ten  hun- 
dred and  seventy-five  shares  of  said  stock,  being  certificate  number  46; 
and. 

Whereas  aH  of  said  stock  was  received  by  said  bank  from  you  with 
the  obligation  of  said  bank  at  the  end  of  five  years  from  September 
18th,  1894,  to  hand  back  to  you  said  stock,  or  an  equal  number  of 
shares  of  said  stock 

Now,  therefore,  the  said  Bank  of  hereby  and  herewith 


SALE  AND  PLP]DGE  OF  SECUKITIES.  899 

tenders  to  you  aud   oflfi'rs   to   deliver   to  you   rortificate    nunibcr    142   for 

five   thousaml   and   three-quarters   shares   of   the    LumVjer   Com- 

pauy,  in  the  name  of and  duly  endorsed  by  him. 

As  a  prerequisite  to  and  condition  of  the  deli/ery  of  said  five  thou- 
sand and  three-quarters  shares  to  you  under  this  offer  and  tender,  the 
said  Bank  hereby  demands  that  you  pay  to  it  the  sum  of  ninety-eight 
thousand  seven  hundred  and  fifty  dollars,  being  the  amount  of  the 
assessments  upon  the  said  stock  which  have  been  levied  and  paid 
since  the  delivery  of  said  shares  by  you  as  aforesaid  to  said  Bank. 

Upon  the  i)ayment  by  you  of  said  sum  said  five  thousand  and  three- 
quarters  shares  of  stock  will  be  delivereii  to  you. 

September    19th,    1899. 

For  the  Bank  of ,    

,   Manager. 

See  Moore  v.  Bank  of  British  Columbia,   125  Fed.  849. 

Form  1318. 
RESOLUTION  TO  SELL  TREASURY  STOCK. 

Resolved  that  for  the  purpose  of  securing  a  local  interest  in  the 

Company  on  the  part  of  the  citizens  of two 

hundred  (200)  shares  of  stock  be  issued  to  be  sold  at  twenty-five  dollars 
($25.00)  per  share,  and  that  the  proceeds  of  such  sale  be  placed  iu  the 
treasury  to  be  used  for  regular  expenses. 

See  In  re  Remington,  etc.  Motor  Company,  139  Fed.  766. 

Form  1319. 

RESOLUTION  AUTHORIZING  PRESIDENT  TO  SELL  AND 
PLEDGE  BONDS. 

Resolved,  that  the  President  of  this  Company  have  custody  of  the 
bonds  and  securities  issued  from  time  to  time  for  its  use,  with  powers 
to  use  and  dispose  of  the  same  by  sale,  hypothecation  or  otherwise, 
on  such  terms  and  in  such  manner  as  he  shall  deem  for  the  interest  of 
this  Company,  and  to  apply  the  same  or  the  avails  thereof  in  procuring 
money,  iron,  rails,  equipment  and  furnishing  for  the  road  of  this  company, 
in  paying  transportation  and  costs  of  materials  in  establishing  and 
constructing  this  road  and  its  necessary  appurtenances,  and  in  paying 
such  charges  and  expenses  as  may  be  necessary  to  secure  the  above 
object;  that  for  such  purpose  he  have  power  to  conclude,  contract,  and 
execute  obligations,  under  seal  or  otherwise,  and  to  carry  the  same  in 
effect,  making  due  report  from  time  to  time  of  what  he  shall  do, 
accompanied  by  accounts  of  receipts  and  expenditures  growing  out  of 
the   duties   hereby    imposed. 

(For  construction  of  the  above  resolution  see  Titus  v.  Cairo,  etc.,  R. 
Co.,  46  N.  J.  L.  393.) 


900      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1320. 
AGREEMENT  TO  DEPOSIT  STOCK  IN  ESCROW. 

The  undersigned,  being  the  owners  of  the  certificates  of  stock  of  the  Gold 
Bullion  Mining  &  Development  Company,  wliich  are  herewith  inclosed, 
have  agreed  as  follows: 

Name.  No.  Shares. 


(1)  The  certificates  are  hereby  deposited  in  escrow^  in  the  hands 
of  The  Mercantile  Trust  Company,  upon  the  following  condition  and 
purposes: 

(2)  To  prevent  the  parties  named  in  certificates  from  selling  or 
transferring  the  same  pending  the  organization  and  financing  of  the 
Company; 

(3)  The  sum  of  $12,500  shall  be  raised  in  cash,  by  sale  of  stock, 
and  paid  into  the  treasury  of  the  company  on  or  before  the  1st  day  of 
January,  1905,  and  if  so  paid  in,  then  upon  the  certificate  of  the  Com- 
pany's Treasurer  showing  that  fact,  the  said  The  Mercantile  Trust  Com- 
jany,  Xnistee,  is  authorized  thereupon  to  deliver  to  the  said  parties  respec- 
tively, the  certificates  above  mentioned; 

(4)  Should  the  parties  signing  this  paper  fail  to  raise  the  money 
as  above  (No.  3)  stated,  then  the  said  The  Mercantile  Trust  Company, 
trustee,  shall  (and  is  hereby  authorized  to)  deliver  all  of  the  said 
certificates  to  W.  B.  Duvall. 

[Seal] 

[Seal] 

[Seal] 

[Seal] 

[Seal] 

This  agreement  is  found  in  Duvall  v.  Sulzner,  155  Fed.  911,  where  is  also 
found  a  form  of  agreement  for  arbitration  and  the  award  of  the  arbitra- 
tors. 

See  for  terms  of  agreement  of  deposit  of  stock  in  escrow  endorsed  on  en- 
velope and  construction  thereof.  Christian  v.  First  Nat.  Bank,  155  Fed. 
705. 

Form  1321. 
COLLATERAL  NOTE. 

$ ,   19.... 

after  date promise  to  pay  to  the  order  of 

at  its  office  in  the  city  of   ,  State  of 

.   dollars  for  value  received,  with  interest  at 

the  rate  of per  cent,  per  annum  after  due.     As  collateral  security 

for  the  payment  of  this  note  have  deposited  with, 

and   hereby  pledge  to  said    and    hereby 

give  the  said    ,  its  assign   or  assigns,  authority  to   sel\ 

the  same,  or  any  part  thereof,  on  the  maturity  of  this  note,  or  at  any 
time  thereafter,   or  before,   in   the   event   of  the  said   securities   depreciat- 


SALE  AND  PLEDGE  OF  SECURITIES.  901 

ing  in  value,  at  public  or  private  sale,  without  advertising  the  same,  or 
demanding  payment,  or  giving  notice,  and  to  apply  so  much  of  the  pro- 
ceeds thereof  to  the  payment  of  this  note  as  may  be  necessary  to  pay 
the  same,  with  all  interest  due  thereon,  and  also  to  the  payment  of  all 

expenses  attending  the  sale   of  the  said    and  in   case 

the  proceeds  of  the  sale  of  the  said    shall  not  cover  the 

principal,    interest    and    expenses,    promise    to    pay    the 

deficiency  forthwith  after  such  sale;  and   hereby  waive 

and  release  the  holder  of  this  note  from  all  duty  and  diligence  to  sell, 
enforce,  or  collect  any  cdllateral  held  with  this  note.  And  it  is  hereby 
understood  and  agreed  that  tte  collateral  upon  this  note  shall  be  ap- 
plicable  to  any   other   note   or   claim    lield    by   the  said    or 

the   legal   holder   hereof,   against    ,    and    in   case   of   the 

exchange  of  or  addition  to  the  collateral  above  described,  the  provi- 
sions of  this  note  shall  extend  to  such  new  or  additional  collateral. 

[Signed]      

See   Forms   1593-1596,   post. 

See  rote  to  Form  1310,  supra. 

Form  1322. 

NOTE  SECURED  BY  COLLATERALS— WITH  POWER  OF 

SALE. 

$ ,    19.... 

after   date,   for   value   received    

promise  to  pay  to   or  order   Dollars, 

at   with  interest at  the  rate  of 

per   centum   per  annum. 


No. 


Know  all   men  by  these  presents,   That  the   subscriber    

hereto    justly  indebted  to    or  order, 

upon   the   foregoing   Promissory   Note,   bearing   even   date   herewith,   for 

the    sum    of    Dollars,    and    due 

after  date,  with  interest at  the  rate  of  

per  centum  per  annum. 

No 


Know  all   men  by  these  presents,  That   the  subscriber    

hereto    justly  indebted  to   or  order, 

upon  the  within  promissory  note,  and  ha.  .   this  day  deposited  with  said 

as  security  to  the  payment  thereof,  the 

following    mentioned    collaterals,    namely:     


And    in    default    of    payment    of    said    note,    or    any    part    thereof,    at 
maturity,   do  hereby  authorize  said   


902      CORPORATION  FORMS  AND  PRECEDENTS. 

or  assigns,  to  sell  and  dispose  of  said  security,  or  any 

part  thereof,  at  public  or  private  sale,  in   or  their  discretion; 

and  in  the  event  of  said  security,  or  any  part  thereof,  depreciating  in 

market  value,   do  hereby  authorize  said    

or assigns,  at or  their  option,  to  sell  and  dispose 

of  said  security,  or  any  part  thereof,  at  any  time  before  or  after  the 
maturity  of  said  note,  at  either  public  or  private  sale.  And  in  the 
event  of  sale  before  or  after  the  maturity  of  said  note  as  aforesaid, 
no  notice  of  such  sale  shall  be  required  to  be  given  to  the  undersigned, 
or  to  any  other  person  or  persons  vs^homsoever,  either  by  advertisement 
or  otherwise.  And  the  proceeds  of  such  sale  or  sales  so  made  as  afore- 
said, shall,  after  the  payment  of  all  expenses  and  commissions  attending 
said  sale  or  sales,  be  applied  on  said  note,  and  the  balance,  if  any,  after 
payment  of  said  note  with  interest,  shall  be  returned  to  the  undersigned, 

heirs,  executors,  administrators  or  assigns.     And  at  any 

sale  of  said  collaterals,  or  any  part  thereof,  made  by  virtue  hereof,  it 
shall  be  optional  with  the  legal  owner  or  holder  of  said  promissory  note, 
to  bid  for  and  purchase  said  collaterals  or  any  part  thereof. 

Witness hand and  seal   at   , 

in  the  State  of    ,  this    day  of    , 

A.  D.  19.... 

[Seal] 

[Seal] 

[Seal]     . 

See  note  to  Forms  1310  and  1321,  supra. 

Form  1323. 
COLLATERAL  NOTE— ANOTHER  FORM. 

New  York,   ,  19 


after  date promise  to  pay  to  the  order  of   , 

dollars,  at   ,  for  value  received,  with  interest  at  the 

rate   of    per  cent,  per  annum,  having  pledged  to  the  said 

the  following  securities:    ,  the  market  value 

of  which  is  now  $..-....,  with  the  right  on  their  part  from  time  to  time 
to  demand  such  additional  collateral  security  as  they  may  deem  suffi- 
cient should  the  market  value  thereof  decline,  and also  hereby  give 

them  a  lien  for  the  amount  of  all  the  said  liabilities  upon  the  property 
or  securities  given  unto  or  left  in  their  possession  by  the  undersigned, 
and   also    upon    any   balance    of    the    deposit    account    of   the    undersigned 

with  them.     Upon    failure  to  comply  with   any  such  demand, 

this  obligation  shall  forthwith  become  due,  with  full  power  and  authority 
to  them  or  their  assigns  in  case  of  such  default  or  of  the  non-payment 
of  any  of  the  liabilities  above  mentioned  at  maturity,  to  sell,  assign 
and  deliver  the  whole,  or  any  part  of  such  securities,  or  any  substitutes 
therefor  or  additions  thereto,  at  any  brokers'  board,  or  at  public  or 
private   sale,  at   their  option,  at   any   time   or   times  thereafter  without 

advertisement  or  notice  to and  with  the  right  on  their  part  to 

become  purchasers  thereof  at  such  sale  or  sales,  freed  and  discharged 
of   any   equity   of    redemption.      And    after    deducting    all    legal    or   other 


SALE  AND  PLEDGE  OF  SECURITIES.  903 

costs  and  expenses  for  collection,  sale  and  delivery,  to  apply  the  residue 
of  the  proceeds  of  such  sale  or  sales  so  made,  to  pay  any,  either  or  all 
of   said    liabilities,    as   to    them    shall   be    deemed    proper,    returning   the 

overplus  to   the   undersigned;    and    will  still  remain   liable 

for  any  amount  so  unpaid.  The  undersigned  do  hereby  authorize  and 
empower  them  at  their  option,  at  any  time,  to  appropriate  and  apply 
to  the  payment  and  extinguishment  of  any  of  the  above-named  obliga- 
tions or  liabilities,  whether  now  existing  or  hereafter  contracted,  any 
and  all  moneys  now  or  hereafter  in  their  hands,  on  deposit  or  otherwise, 
to  the  credit  of  or  belonging  to  the  undersigned,  whether  the  said  ob- 
ligations or   liabilities  are  then   due   or   not  due. 

See  Cook  on  Corp.   §  478. 
See  note  to  Form  1310,  supra. 

Form  1324. 
COLLATERAL  NOTE— ANOTHER  FORM. 

$ 

Chicago,    ,   19.  .  .  . 

after  date    promise  to  pay  to  the 

order   of  »« 

BANK 

at   its   oflSce    Dollars,   for   value   received,   with 

interest  at  the  rate  of per  cent,  per  annum,  after  ; 

having   deposited   with    said   Bank    as    collateral    security,   for   payment 

of  this  or  any  other  liability  or  liabilities  of   to  the  legal 

holder  hereof,  due  or  to  become  due,  or  that  may  be  hereafter  con- 
tracted or  existing,  howsoever  acquired  by  said  legal  holder,  the  fol- 
lowing property,  viz.: 


The  market   value   of  which   is  now   $ ;    with   the   right   to   call 

for  additional  security  should  the  same  decline;  and  on  failure  to  re- 
spond, this  obligation  shall  bo  deemed  to  be  due  and  payable  on  demand, 
with  full  power  and  authority  to  sell  and  assign  and  deliver  the  whole 
of  said  property,  or  any  part  thereof,  or  any  substitute  therefor,  or 
any  additions  thereto,  at  any  Brokers'  Board,  or  at  public  or  private 
sale,  at  the  option  of  said  legal  holder,  or  its  assigns,  and  with  the 
right  to  be  purchasers  themselves  at  such  Brokers'  Board,  or  public  sale, 
on  the  non-performance  of  this  promise,  or  the  non-payment  of  any  of 
the  liabilities  above  mentioned,  or  at  any  time  or  times  thereafter, 
without  advertisement  or  notice.  And  after  deducting  all  legal  or  other 
costs  and  expenses  for  collection,  sale  and  delivery,  to  apply  the  residue 
of  the  proceeds  of  such  sale  or  sales  so  to  be  made,  to  pay  any,  either  or 
all  of  said  liabilities,  as  said  legal  holder  shall  deem  proper,  returning 
the  overplus  to  the  undersigned.  In  case  of  the  insolvency  of  the  un- 
dersigned,   any    indebtedness    due    from    the    legal    holder    hereof    to    the 


904   CORPORATION  FORMS  AND  PRECEDENTS. 

undersigned  may  be   appropriated  and  applied  hereon  at  any  time,  as 
well  before  as  after  the  maturity  hereof. 


See  note  to  preceding  form. 

Form  1325. 

AGREEMENT  OF  HYPOTHECATION  OF  STOCKS  OR 

BONDS. 

The  undersigned  hereby  acknowledge  to  have  received  from  

Company, dollars,  as  an  advance,  which  sum  will  bear 

interest  from  this  date at  the  rate  of per  cent. 

per   annum,   and   is   repayable. 

And  the  undersigned  having  caused  to  be  transferred  to  the  Com- 
pany,  or   to   one   or   more   of   the   officers   thereof   in   trust,   the   following 

security,  namely :    to  be  held   as   collateral   security 

for  the  payment  of  the  said  advance  and  interest,  the  Company  is  hereby 
authorized  to  sell  and  convey  the  said  security,  or  part  thereof  from 
time  to  time,  whenever  the  Company  shall  think  proper,  upon  default  in 
the  payment  of  the  said  advance,  and  to  apply  the  proceeds  thereof  to- 
wards its  reimbursement,  without  prejudice  to  its  claims  upon  the  under- 
signed for  any  deficiency. 

Should  the  said  security  depreciate  in  value  before  the  maturity  of 
said  advance,  the  Company  is  hereby  authorized  to  sell  and  convey  the 
same,  or  part  thereof  from  time  to  time,  without  waiting  for  the  day  of 
payment. 

It  is  also  hereby  agreed  that,  should  the  Company  at  any  time  de- 
termine upon  a  sale  and  conveyance  of  the  said  security  or  part  thereof 
from  time  to  time,  for  either  of  the  reasons  above  stated,  such  sale  and 
conveyance  may  be  made  without  notice  to  the  undersigned,  all  and  every 
formality  prescribed  by  law  or  otherwise  in  relation  to  such  sale  and 
conveyance  being  hereby  waived. 

And  it  is  further  agreed  that  should  the  Company  allow  the  under- 
signed to  substitute  for  the  above  other  collateral  security,  such  sub- 
stituted security  shall  be  held  by  the  Company  subject  to  the  same  terms 
and  conditions,  and  with  power  and  authority  to  dispose  of  and  apply  the 
same  in  the  same  manner  as  the  Company  could  have  done  with  the  orig- 
inal security. 

And  it  is  understood  and  agreed  that  the  Company  is  at  liberty  to 
retain  and  use  the  above-mentioned  security  (or  substituted  security)  as 
collateral  for  any  other  indebtedness,  present  or  future,  of  the  under- 
signed to  the  Company. 

In  case  any  security  (or  substituted  security)  transferred  to  or  lodged 
with  the  Company  is  in  the  form  of  a  certificate  for  shares  of  stock,  with 
a  blank  transfer  and  an  irrevocable  power  of  attorney  in  blank  to  trans- 
fer the  shares  of  stock  on  the  books  of  the  Company  (whose  shares  of 
stock  are  being  transferred),  endorsed  thereon  or  attached  thereto,  the 
Company  is  hereby  authorized  through  any  of  its  officers  or  employes, 
to  fill  in  all  blanks  in  such  transfers  and  powers  of  attorney,  with  such 


SALE  AND  PLEDGE  OF  SECURITIES.  905 

names  and  in  such  niaiiuer  aa  may  he  thought  be^t  by  the  (Company,  and 
to  seal  and  deliver  the  same  after  such  blanks  have  been  filled  in. 
Witness  the  hand  and  seal  of  the  undersigned. 

[Seal] 

Dated    ....,    19 

See  Form  l.'J.'il,  post. 

See  as  to  the  mode  of  pledging  shares  of  stock,  Cook  on  Corpuiaiiuns, 
§4(J.5;  Clark  Ac   M.,  Corp.,  S§  617-()2(t. 

See  as  to  the  right  of  a  pledgee  to  sell  pledged  stock  and  thu  rights 
of  purchasers  thereof,  Cook  on  Corp.,  §§  471-473;  Clark  &  M.,  Corp.,  §§  622- 
624. 

Form  1326. 
PLEDGE  OF  STOCK  WITH  COLLATERAL  AGREEMENTS. 

Whereas  the  Virginia  Hardwood  Manufacturing  Company,  a  corporation 
organized  under  the  laws  of  New  York,  is  indebted  to  the  American  Na- 
tional Bank  in  the  sum  of  seventeen  thousand  five  hundred  forty-nine  and 
79/100  dollars,  evidenced  by  its  several  promissory  notes  as  follows,  to 
wit:  $600.00  due  July  11th,  04;  $2,000.00  due  July  14th,  04;  $1,500.00 
due  September  15th,  04;  $1,000.00  due  August  24,  04;  $3,000.00  due  Au- 
gust 31st,  04;  $2,500.00  due  July  26th,  04;  $3,500.00  due  September  15th, 
04;  $3,449.79  due  October  21st,  04;  which  notes  amount  in  the  aggregate 
to  the  sum  of  seventeen  thousand  five  hundred  and  forty-nine  79/100  dollars. 

And  whereas  some  of  the  aforesaid  notes  are  now  past  due  and  it  is 
desired  to  renew  the  same. 

And  whereas  the  American  National  Bank  has  required  further  and  other 
security  for  the  renewal  of  the  same,  and  further  security  upon  any  and 
all  other  notes  now  in  the  hands  of  the  aforesaid  bank  being  demanded,  and 

Whereas,  to  secure  the  renewal  of  the  notes  past  due,  and  to  further 
secure  any  and  all  other  notes  now  in  the  hands  of  the  aforesaid  bank  of 
the  said  corporation,  W.  R.  Abbott  has  become  an  accommodation  endorser 
thereon. 

Now,  for  and  in  consideration  of  the  aforesaid  W.  R.  Abbott  endorsing 
each  and  every  one  of  the  aforesaid  notes,  we,  John  Hodder,  of  New  York 
city,  New  York,  and  Angus  McNeill,  of  Fort  Smith,  Arkansas,  do  hereby 
agree,  bind  and  obligate  ourselves  to  assign  and  deliver  into  the  said  W. 
R.  Abbott  all  the  stock  belonging  to  us  of  the  aforesaid  Virginia  Hard- 
wood Manufacturing  Company,  as  security,  and  to  protect  the  aforesaid 
W.  R.  Abbott  and  the  American  National  Bank  of  Fort  Smith.  Arkansas, 
in'  the  prom{)t  and   due  payment  of  each  and  every  note  aforesaid. 

And  the  aforesaid  parties  also  agree,  bind  and  obligate  themselves  to 
assign  and  deliver  to  the  American  National  Bank  as  collateral  security 
for  the  due  and  prompt  payment  of  any  and  all  sums  that  may  be  due 
and  owing  to  the  American  National  Bank  one-half  of  the  capital  stock 
of  the  Fort  Smith  Hardwood  Manufacturing  Company  (which  shall  amount 
to  and  be  of  the  sum  of  $75,000),  a  corporation  which  is  to  be  incorporated 
under  the  laws  of  the  state  of  Arkansas  on  or  before  the  first  day  of  Sep- 
tember, 1904,  in  lieu  of  and  in  place  of  the  stock  aforesaid  of  the  Virginia 
Hardwood  Manufacturing  Conii)any,  so  assigned  and  delivered  by  the  said 
John  Hodder  and  Angus  McNeill. 

The    aforesaid    stock    of    the    Virginia    Hardwood    Manufacturing    Com- 


906      CORPORATION  FORMS  AND  PRECEDENTS. 

pany  so  assigned  and  transferred  as  aforesaid,  in  addition  to  its  being 
collateral  security  for  any  and  all  indebtedness  that  may  be  due  and  owing 
the  American  National  Bank  shall  also  be  and  remain  in  the  hands  of  the 
said  W.  R.  Abbott  as  trustee  in  trust  for  the  use  and  benefit  of  John  Hodder, 
to  secure  the  prompt  payment  of  any  and  aU  indebtedness  due  him  and 
Miss  Jane  Hodder  on  certain  demand  notes  of  the  Virginia  Hardwood  Manu- 
facturing Company  after  any  and  all  indebtedness  due  the  American  Na- 
tional Bank  shall  have  been  fully  paid  and  satisfied. 

And  it  is  distinctly  understood  by  all  parties  hereto  that  the  indebtedness 
to  the  American  National  Bank  on  the  one-half  of  the  capital  stock  of  the 
Fort  Smith  Hardwood  Manufacturing  Company  shall  at  no  time  exceed 
the  sum  of  twenty  thousand  dollars  without  the  written  consent  of  both 
John  Hodder  and  Angus  McNeill. 

It  is  further  agreed  and  stipulated  that  none  of  the  stock  of  the  Fort 
Smith  Hardwood  Manufacturing  Company  unsold  which  is  held  in  the 
treasury  shall  be  sold  except  for  cash  only,  which  shall  be  used  in  the 
business  of  said  corporation  and  in  payment  of  its  indebtedness  to  the 
American  National  Bank,  which  indebtedness  shall  not  exceed  twenty 
thousand  dollars  unless  as  herein  otherwise  provided. 

In  Witness  Whereof  we  have  hereunto  set  our  hands  this  the  23d  day  of 
July,  1904. 

Angus  McNeill. 
John  Hodder. 

See  In  re  Virginia  Hardwood  Mfg.  Co.,  139  Fed.  209. 

See  note  to  preceding  form. 

Form  1327. 

AGREEMENT  BY  CORPORATION  TO  ADVANCE  MONEY 
ON  IMPROVEMENT  NOTES. 

Agreement  made  this  twenty-second  day  of  May,  1907,  between  the 
Metropolitan  Street  Railway  Company,  party  of  the  first  part  (hereinafter 
called  the  "Metropolitan  Company"),  and  the  New  York  City  Railway 
Company,  party  of  the  second  part,  (hereinafter  called  the  "City  Com- 
pany;") 

Whereas  the  parties  entered  into  a  certain  agreement  of  lease,  dated  the 
14th  day  of  February,  1902,  under  which  the  Metropolitan  Company  leased 
to  the  City  Company  for  the  term  of  nine  hundred  and  ninety-nine  years, 
all  its  lines  of  street  surface  railroads  owned  and  leased  on  certain  terms 
therein  more  particularly  stated,  in  which  it  was  provided  that  the  City 
Company  should  furnish  the  Metropolitan  Company  the  sum  of  $23,000,000 
for  the  purposes  therein  named,  and  further  provided  that  if,  after  the 
expenditure  of  such  plart  of  said  sum  of»$23,000,000  so  to  be  paid  as  should 
be  available  for  additional  equipment  improvements,  and  extensions  of 
the  Metropolitan  Company,  it  should  be  deemed  expedient  by  the  City 
Company  to  extend  the  lines  of  railroad  demised  by  said  lease  or  the  lines 
of  railroad  of  any  subsidiary  company  (as  therein  defined),  or  to  con- 
struct any  branches  of  any  such  lines,  or  to  provide  any  additional  and 
increased  equipment  for,  or  to  make  any  change  in  motive  power  upon, 
or  any  radical  change  of  construction,  location  or  character  of,  any  such 
lilies,  then  such  expenditures  should  be  provided  for  by  the  issue  of  securi- 


SALE  AND  PLEDGE  OP  SECURITIES.     (X)7 

ties  of  the  Metropolitan  Company  in  accordance  with  saiil  agreement  of 
lease;  and  whereas,  the  $23,000,000  so  to  be  paid  under  said  lease  has 
been  paid  by  the  City  Company  to  the  Metroi)olitan  Company,  and  no  part 
thereof  is  available  for  additional  equipment,  improvements,  and  exten- 
sions, and  certain  other  advances  have  liecn  made  and  are  to  be  made  to 
or  for  the  Metropolitan  Company,  for  which  and  to  provide  for  certain 
other  indebtedness  the  Metropolitan  Company  is  likewise  obligated  to  issue 
its  securities  under  the  terms  of  the  lease  above  described;  and  whereas, 
the  Metropolitan  Company  and  the  City  Company  also  entered  into  agree- 
ments dated  February  14,  1902,  and  March  20,  1902,  providing  further 
terms  for  the  payment  of  said  sum  of  $23,000,000  payable  under  said 
lease,  and  all  the  conditions  of  saiii  agreements  have  been  fully  carried  out 
and  the  accounts  between  the  two  companies  have  been  stated  and  ap- 
proved : 

Now,  therefore,  in  consideration  of  the  premises  and  the  mutual  cove- 
nants of  the  parties,  it  is  agreed:  (1)  The  City  Company  shall,  as  and 
when  required,  on  reasonable  notice,  and  in  any  event  before  January  1, 
1909,  fvirnish  the  Metropolitan  Company  eight  million  dollars  in  cash. 
(2)  The  Metropolitan  Company  shall  forthwith  issue  and  deliver  to  the 
Metropolitan  Securities  Company  or  its  order  its  three-year  five  per  cent, 
improvement  notes  to  the  face  amount  of  $8,000,000.  Said  notes  shall 
mature  July  1,  1910,  and  shall  bear  interest  from  July  1,  1907,  at  the 
rate  of  five  per  cent,  per  annum,  payable  semi-annually  on  the  first  days 
of  January  and  July  in  each  year  (with  the  option  to  the  holder  to  declare 
the  principal  due  on  default  in  any  payment  of  interest),  and  shall  be  pay- 
able to  the  Mercantile  Trust  Company,  or  bearer,  as  the  City  Company  may 
require.  For  the  security  of  said  notes  the  Metropolitan  Company  assigns, 
transfers,  and  sets  over  to  the  Securities  Company  all  claims,  notes  and 
accounts  of  every  kind,  nature  and  description  which  the  Metropolitan  Com- 
pany now  has  and  in  the  future  may  have  against  any  of  its  subsidiary  com- 
panies. The  Metropolitan  Company  shall,  on  the  reasonable  demand  of 
said  Securities  Company  and  the  City  Company,  obtain  obligations  m  such 
form  as  may  be  mutually  agreed  upon  representing  such  claims,  notes, 
and  accounts,  and  deliver  the  same  to  the  Securities  Company  or  its  nomi- 
nees as  additional  security  for  said  improvement  notes  issued  in  accord- 
ance with  this  agreement,  and  the  Metropolitan  Company  shall,  from  time 
to  time,  for  its  said  improvement  notes,  at  the  request  of  the  City  Com- 
pany, substitute  "collateral  improvement  notes"  of  the  same  terms  and 
amounts  and  secured  by  such  collateral.  Subsidiary  companies  under  the 
terms  of  this  agreement  shall  be  construed  to  mean  such  companies  as 
are  leased  to  or  operated  by  any  of  the  parties  hereto,  or  of  which  the  ma- 
jority of  the  capital  stock  is  owned  or  held  at  the  date  of  this  agreement 
by  the  parties  hereto  or  said  Securities  Company.  (3)  Said  Securities 
Company  shall  have  the  right  to  pledge  and  hypothecate  said  improvement 
notes  of  the  Metropolitan  Company,  accompanied  by  all  the  collateral 
therefor  delivered  hereunder,  and  to  allow  the  pledge  and  hypothecation  of 
the  same  for  obligations  of  the  Interborough  Metropolitan  Company  issued 
for  the  purpose  of  raising  moneys  to  be  advanced  to  said  Securities  Com- 
pany, such  iiU'dgo  and  hypothecation  to  be  in  such  amounts  and  on  such 


908   CORPORATION  FORMS  AND  PRECEDENTS. 

terms    as    the    Interborough-Metropolitan    (Joiiipaay    in    its    discretion   may 
see  fit. 

In  Witness  Whereof,  etc. 

See  Joline  v.  Metropolitan  Securities  Co.,  164  Fed.   144. 

See  next  form,  and  note  to  same. 

Form  1328. 
AGREEMENT  TO  PURCHASE  NOTES. 

Agreement  made  this  22d  day  of  May,  19U7,  between  the  New  York  City 
Eailway  Company,  party  of  the  first  part  (hereinafter  called  the  ' '  City  Com- 
pany"), and  the  Metropolitan  Securities  Company,  party  of  the  second 
part    (hereinafter  called  the  "Securities  Company"): 

The  parties  hereto  entered  into  a  certain  agreement,  dated  February  14, 
1902,  providing  for  the  furnishing  of  certain  sums  by  the  Securities  Com- 
pany to  the  City  Company,  and  the  issue  therefor  by  the  City  Company 
of  its  stock  and  its  ten-year  debentures  therein  described.  The  accounts 
between  the  parties  thereunder  have  been  stated  and  approved,  and  the 
Securities  Company  has  fulfilled  all  its  obligations  for  subscription  "of  stock 
of  the  City  Company  thereunder,  and  is  the  holder  of  certain  of  ten-year 
debentures  of  the  City  Company  issued  thereunder,  and  is  obligated  there- 
under to  subscribe  and  pay  for  additional  ten-year  debentures.  The  City 
Company  has  entered  into  an  agreement  of  even  date  with  the  Metropoli- 
tan Street  Eailway  Company  (a  copy  of  which  is  hereto  attached),  under 
which  the  Metropolitan  Street  Railway  Company  has,  at  the  request  of  the 
City  Company,  delivered,  or  is  about  to  deliver,  to  the  Securities  Company, 
its  three-year  five  per  cent,  improvement  notes  to  the  face  amount  of 
$8,000,000,  as  in  said  agreement  described: 

Now,  therefore,  in  consideration  of  the  premises  and  the  mutual  cove- 
nants of  the  parties  hereto,  it  is  agreed:  (1)  Said  agreement  of  Febru- 
ary 14,  1902,  and  all  obligations  hereunder  are  canceled  with  the  con- 
sent of  both  parties,  and  all  ten-year  debentures  of  the  City  Company 
received  under  saia  agreement  and  now  held  by  the  Securities  Company 
shall  be  forthwith  redeemed  by  the  City  Company  at  the  same  rates  as 
the  same  were  delivered  under  said  agreement.  (2)  The  Securities  Com- 
pany shall,  as  and  when  required,  on  reasonable  notice,  and  in  any  event 
before  January  1,  1909,  furnish  to  the  City  Company  such  sums  as  may 
be  required  by  it  to  carry  out  the  attached  agreement  loy  it  with  the  Metro- 
politan Street  Eailway  Company,  and  will  also  advance  to  it  such  other 
sums  as  may  be  required  by  the  City  Company  before  January  1,  1909, 
against  the  issue  of  demand  notes  of  the  City  Company  therefor  of  the 
same  face  amount  as  such  advances,  payable  to  the  Securities  Company, 
or  its  order,  or  its  nominees,  as  it  may  require,  and  bearing  interest  at  the 
rate  of  six  per  cent,  per  annum.  (3)  The  City  Company  agrees  to  as- 
sign, transfei,  and  deliver,  and  hereby  assigns,  transfers,  and  delivers,  to  the 
Securities  Company  all  the  shares  of  stock  and  securities  set  out  in  Schedule 
A  hereto  attached  at  the  values  therein  stated;  payment  to  be  made  forth- 
with by  the  cancelling  of  obligations  of  the  City  Company  held  by  the 
Securities  Company  to  the  same  aggregate  face  amount  as  to  the  aggre- 
gate of  such  values  set  out  in  Schedule  A.  (4)  The  amount  of  interest 
on   the   improvement   notes   of   the   Metropolitan   Company   issued   and   de- 


SAIJ-:  AND  i^LEDGE  OF  SECURITIES.  909 

livered  to  the  Securities  Company  shiill  be  adjusted  on  each  half-yearly 
interest  day  on  the  basis  of  such  amounts  as  may  from  time  to  time  have 
been  advanced  hereunder  to  the  City  Company  for  the  fulfillment  of  its 
obligations  to  the  Metropolitan  Company  under  the  annexed  agreement 
between  said  companies. 

In  Witness  Whereof,  etc. 

See  Joline  v.  ^letropolitan  Securities  Co.,  164  Fed.  144,  where  the  above 
agreement  construed  with  the  preceding  form  and  the  lease  referred  to 
therein  were  held  to  constitute  a  jmrchase  of  the  notes. 

Form  1329. 
CONTRACT  FOR  ADVANCE  OF  MONEY  IN  CONSIDER- 
ATION OF  STOCK. 

Louisville,  Ky.,  July  5th,  1902. 
R.  J.  Purcell,  Esq.,  Louisville,  Ky. — Dear  Sir:  We  will  deposit  with 
the  Columbia  Finance  and  Trust  Company  of  Louisville,  Ky.,  to  the  joint 
credit  of  the  Central  Clay  Product  Company  and  the  Perfect  Combustion 
Company  the  sum  of  seventeen  thousand  ($17,000)  dollars,  for  the  repay- 
ment of  which  to  us  you  are  to  deliver  to  us  the  note  of  the  Perfect  Com- 
bustion Company  of  America,  payable  four  months  after  date,  with  the 
privilege  of  renewal,  and  indorsed  by  yourself  and  one  other  responsible 
person ;  and  to  further  secure  the  repayment  of  said  seventeen  thousand 
($17,000)  dollars  so  advanced  by  us,  there  shall  be  deposited  with  the 
Columbia  Finance  and  Trust  Company  a  note  of  the  Central  Clay  Product 
Company  of  date  June  10th,  1902,  to  order  of  Perfect  Combustion  Com- 
pany, due  at  four  months  for  $22,500;  also  forty  thousand  ($40,000)  dollars 
of  first  mortgage  bonds  of  the  Central  Clay  Product  Company,  twenty-six 
thousand  ($20,000)  dollars  of  preferred  stock  and  thirty-nine  thousand 
($39,000)  dollars  of  common  stock  of  said  Central  Clay  Product  Company; 
the  seventeen  thousand  ($17,000)  dollars  so  advanced  by  us  to  be  repaid 
to  us,  with  six  per  cent,  interest  from  the  date  of  its  deposit  with  the 
Columbia  Finance  and  Trust  Company,  four  months  after  said  date,  with 
the  privilege  on  the  part  of  the  makers  and  indorsers  of  said  note  to 
extend  the  time  of  payment  an  additional  four  months;  it  being  under- 
stood and  agreed  that  said  seventeen  thousand  ($17,000)  dollars  so  deposited 
with  the  trust  company  shall  be  used  for  improvements  to  the  property 
of  the  Central  Clay  Product  Company  at  Cloverport,  Ky.,  and  to  be  paid 
out  by  the  trust  company  only  upon  the  joint  check  of  the  Central  Clay 
Product  Company  by  its  president,  accompanied  by  the  certificates  of  the 
engineer  in  charge  of  the  improvements  of  said  property  that  the  work 
or  material  for  which  the  money  is  wanted  has  been  done  or  furnished; 
it  being  further  understood  that  for  our  compensation  for  said  seven- 
teen thousand  ($17,000)  dollars  as  above,  we  are  to  be  paid  ten  thou- 
sand dollars  par  value  of  the  jjreferred  stock  and  ten  thousand  ($10,000) 
dollars  par  value  of  the  common  stock  of  the  Central  Clay  Product  Com- 
pany out  of  its  total  issue  of  one  hundred  and  thirty  thousand  ($130,000) 
dollars  of  stock  and  cash  to  the  amount  of  four  per  cent,  of  the  amount 
of  money  so  furnished  by  us.  It  is  a  condition  precedent  to  this  agree- 
ment that  Bodley,  Baskin  &  Morarncy,  attorneys,  shall  file  with  the  trustee 
under  the  mortgage  a  certificate  or  abstract  to  the  effect  that  the  title  to 
the  mortgaged  property  is  good  and  the  bonds  were  legally  issued. 


910      CORPORATION  FORMS  AND  PRECEDENTS. 

This  proposition  is  based  upon  a  proposal  this  day  made  to  us  by  Mr. 
George  C.   Patton,   relative  to  the  proposition  herein   set   out.     This  is  in 
lieu  of  our  proposition  of  July  3d,  1902. 
Signed  in  triplicate. 

Oscar    Fenley. 
Attilla  Cox, 
By  L.  W.  Butts,  Atty.  in  Fact. 
The  above  proposition  accepted  this  August  19th,  1902. 

R.     J.     PURCELL. 

The  Perfect  Combustion  Co.  of  America, 
By  R.  J.  PuROELL,  Vice-President. 
It  is  understood  and  agreed  by  all  parties  hereto  that  out  of  the  $39,000 
of  common  stock  and  $26,000  of  preferred  stock  there  shall  be  issued  $5,000 
of  common  and  $5,000  preferred  stock  to  Attilla  Cox,  and  $5,000  of  common 
and  $5,000  preferred  stock  to  be  issued  to  Oscar  Fenley  by  George  C.  Patton, 
all  of  which  stock  was  issued  and  delivered  at  the  time  of  the  execution  of 
the  papers  and  the  deposit  of  the  money,  August  19,  1902. 

R.     J.     PuRCELL. 

The   Perfect   Combustion   Co.    of   America, 
By  R.  J.  PuRCELL,  Vice-President. 
See  Columbia  Finance  &   Trust  Co.   v.   Purcell,   146  Fed.   85,   where  the 
liability  of  an  anomalous  endorser  is  considered,  and  a  form  of  collateral 
note  is  set  forth. 

See  also  Form  1595,  post.  , 

Form  1330. 

PLEDGE  OF  UNCALLED   CAPITAL  TO  SECURE  A  SUM 
ADVANCED  BY  BANK. 

An  agreement  made  the  day  of  ,  19 .... ,  be- 
tween The  Company,  (hereinafter  called  ' '  the  com- 
pany")  of  the  one  part,  and  the Bank  of , 

(hereinafter  called  "the  bank")  of  the  other  part. 

Whereas  the  company  was   incorporated   in    with   a  nominal 

capital  of  $ ,  divided  into   shares  of  $ each. 

And  whereas only  of  the  said  shares  have  been  issued,  and 

the  sum  of  $ per  share  has  been  paid  up  thereon,  and  the  said 

shares  are  numbered  to  inclusive  and  are  still  out- 
standing. 

And  whereas  the  company  has  applied  to  the  bank   for  an  advance  of 

$    which  the  bank  has  agreed  to  make  on  the  terms  hereinafter 

expressed. 

Now  these  presents  witness  as  follows: — 

1.  The  bank  shall,  immediately  after  the  execution  hereof,  ailvance  to 
the  company  the  sum  of  $ 

2.  The  company  shall  repay  the  said  sum  of  $ to  the  bank  on 

the day  of ,  19. . . . 

3.  The    company   shall   pay    to   the    bank   interest    on    the   said    sum    of 

$ at  the  rate  of  6  per  cent,  per  annum,  as  from  the  date  hereof 

up  to  the  said  day  of  

4.  If  the  said  sum  of  $ is  not  paid  on  or  before  the 

day  of   ,   19....,  such  sum,   or  so   much  thereof  as  shall 


SALE  AND  PLEDGE  OF  SECURITIES.  911 

for  the  time  hcing  rciiuiiii  unpaid,  shall  cany  interest  at  the  rate  of 

per  cent,  per  annum  until  the  actual  payment  thereof. 

5.  The   company  hereby  pledges  for  the   payment   of   the  said   principal 

moneys  and  interest  the  whole  of  the  capital,  namely,  $ jicr  share, 

now  uncalled  upon  the  said shares  in  the  company's  capital  which 

have  been  issued. 

6.  The  said  capital  shall  not,  during  the  continuance  of  this  security, 
be  called  up  or  received  in  advance  of  calls  without  the  consent  in  writing 
of  the  bank  first  had  and  obtained. 

7.  If  during  the  continuance  of  this  security  the  said  capital  hereby 
charged,  or  any  part  thereof,  shall  with  the  consent  of  the  bank  or  other- 
wise be  called  up  or  in  any  way  got  in,  the  amount  shall  be  paid  over  to 
the  bank  as  secnrity  for  the  advance,  with  full  power  to  the  bank  to  apply 
a  competent  part  thereof  in  or  towards  satisfaction  of  the  advance  and  the 
interest  thereon   (if  any)   unpaid. 

8.  The  company  shall  not  at  any  time  during  the  continuance  of  this 
security  create  any  charge  on  the  said  capital  hereby  charged  without 
first  giving  notice  to  the  person  or  persons  in  whose  favor  such  charge  is 
created  of  the  existence  of  this  security. 

9.  During  the  continuance  of  this  security  the  company  shall  forthwith, 
after  the  presentation  of  any  transfer  of  ordinary  shares  in  the  capital  of 
the  company,  furnish  the  bank  with  full  particulars  thereof,  and  no  person 
shall  be  registered  until  forty-eight  hours  after  such  notice  shall  have  been 
given,  and  no  transfer  shall  be  registered  otherwise  than  in  favor  of  a  sol- 
vent transferee. 

10.  In  each  of  the  events  following,  namely: — 

(1)  If  judgment  shall  lic  obtained  against  the  company  for  upwards 
of  $. and  shall  remain  unsatisfied  for days,  or 

(2)  If  a  distress  or  execution  shall  be  levied  or  enforced  against  any 
of  the  property  of  the  company;  or 

(3)  If  the  company  shall  make  default  in  the  payment  of  any  moneys 
due  and  owing  hereunder  by  it  at  the  time  hereinbefore  provided  for  pay- 
ment thereof;  or 

(4)  If  the  company  shall  commit  any  breach  of  any  of  the  provisions 
"herein  contained,  and  that  whether  the  bank  shall  or  shall  not  have  waived 
any  prior  breach; 

Then  and  in  any  or  all  such  ca?es  the  bank  may,  by  notice  in  writing 
to  the  company,  call  in  the  principal  moneys  secured,  and  such  principal 
moneys  shall  become  payable  immediately  pn  the  service  of  such  notice. 

11.  If  the  principal  moneys  hereby  secured  shall  not  be  duly  paid  as 
and  when  the  same  shall  be  payable,  the  company  shall,  upon  the  request 
of  the  bank,  procure  the  said  ca[)ital  hereby  i)ledged  to  be  called  up  by 
such  installments  and  payable  at  such  times  as  the  bank  shall  in  writing 
re<|uest. 

]'2.  The  bank  may,  at  any  time  after  the  principal  moneys  hereby 
secured  shall  have  become  payable,  appoint  a  receiver  of  the  capital 
hereby  charged,  and  of  all  calls  made  in  respect  thereof  and  also  of  the 
undertaking  anil  property  of  the  company  hereby  pledged. 

1.3.  The  company  hereby  covenants  with  the  bank  that  the  said  capital 
hereby   charged   has   not    been   called    up   or   incumbered   in   any   way,   and 


912      CORPORATION  FORMS  AND  PRECEDENTS. 

that  the  contracts  under  which  the  said  shares  were  allotted  are  not  in 
any  way  void  or  voidable. 

14.  The  company  shall  forthwith  give  notice  in  writing  to  each  of  its 
shareholders  of  this  pledge  of  uncalled  capital. 

15.  The  company  shall  procure  each  of  its  directors  for  the  time  being 
to  covenant  with  the  bank  that  whilst  he  is  a  director  of  the  company  he 
will  not  be  party  to  anything  in  breach  of  the  obligations  hereby  imposed 
on  the  company,  and  that  he  will  give  to  the  bank  immediate  notice  of 
any  such  breach,  and  also  of  any  threat  to  commit  any  such  breach,  which 
shall  come  to  his  knowledge,  and  such  covenant  shall  be  executed  as  regards 
the  present  directors  immediately  after  the  execution  hereof,  and  as  regards 
such  future  director  immediately  after  his  appointment. 

In  witness  whereof  said   The Company  has   caused 

these  presents  to  be  signed  by  its  president  and  its  corporate  seal  to  be 
hereunto  aflSxed  and  attested  by  its  secretary  the  day  and  year  first  above 
written. 

The Company, 

By  

Its  President. 
Attest: 

Secretary. 

See  Form  1331,  post. 

See  for  pledge  of  subscription.  Cook  on  Corporations  §111;  Clark  & 
M.,  Corp.,  §  501. 

Form  1331. 

AGREEMENT  WITH  CORPORATION  BY  BANKERS  FOR 

LOAN  TO   BE  SECURED  BY  PLEDGE  OF 

CORPORATE  SECURITIES. 

An  agreement  made  the  twenty-third  day  of  December,  1902,  at  the  City 
of   New   York, 
Between 

The  Consolidated Company  (herein- 
after   termed    the    Consolidated    Company),    of    the 
First  Part; 
and 

&  Co.   (hereinafter  termed  the 

Bankers),  of  the   Second   Part; 
1.     This  agreement  is  made  on  the  faith  of  the  following  rei^resentations 
made  by  the  Consolidated  Company  to  the  Bankers: 

(a)  The  Consolidated  Company  is  a  corporation  created  by  special 
act  of  the  General  Assembly  of  the  State  of  Connecticut,  passed  at  it^ 
January  session,  1897,  and  acts  amendatory  thereof  and  supplemental 
thereto,  and  is  now  a  corporation  validly  existing  under  the  laws  of  said 
state.  The  Consolidated  Company  has  an  authorized  capital  stock  of 
$117,000,000,  of  which  $3.5,000,000  is  preferred  stock  and  $82,000,000  is 
common  stock.  Of  said  preferred  stock  to  the  amount  of  $27,400,200  will 
on  December  31,  1902,  have  been  issued  and  be  outstanding,  fully  paid  and 
con-assessable,  and  of  said  common  stock  to  the  amount  of  $72,286,200; 


SALE  AND  PLEDGE  OF  SECURITIES.  913 

will  on  said  date  have  Y)€en  issued  and  he  outstanding,  fully  paid  and  non- 
assessable. The  Consolidated  Company  has  no  mortgage  or  other  lien 
indebtedness  on  any  of  its  property. 

(b)  The  following  companies,  which  are  hereinafter  called  collectively 
the  Subsidiary  Companies,  are  validly  organized  and  existing  corporations, 
having  capital  stock  to  the  amounts  hereinafter  specified,  all  of  which  has 
been  issued  fully  paid  and  is  non-assessable,  viz.: 

Name.  Total   Stock. 

The  Ontario Conq.any $20,000,000 

The .  .  .  Commercial  Company  Limited 10,000,000 

The   Bay  Railway  Company   10,000,000 

The   Steel  Company,  Limited    20,000,000 

The   Power    Company    2,000,000 

The  Michigan    Power  Company   •.  .  .         .500,000 

Water  and  Light  Company 200,000 

The   Pulp  and  Paper  Company' 2,000,000 

The   Transit  Company   150,000 

Traction   Company    400,000 

Express  Company    100,000 

The   Shore  Railway  Company   1,000,000 

The  Consolidated  Company  owns  or,  under  valid  contracts  iiliout  to  be 
made,  will,  on  or  prior  to  the  20th  day  of  January,  1903,  lawfully  become 
vested  with  the  stocks  of  the  Subsidiary  Companies  to  the  amounts  here- 
inafter stated,  viz.: 

Owned  by 
Name.  Total  Stock.         The  Consoli- 

dated Co. 

The  Ontario    Company   $20,000,000         $19,989,000 

The Steel  Company  Limited 20,000,000  19,998,000 

The  Michigan Power  Company        500,000  499,300 

Water  and  Light  Company 200,000  199,500 

The  Pulp  and  Paper  Company     2,000,000  1,965,000 

The Transit  Company 150,000  150,000 

Traction  Company 400,000  400,000 

Express  Company   100,000  100,000 

The   Shore  Railway  Company   .  .  1,000,000  1,000,000 

The    Ontario    Company,    hereinafter    termed    the 

Ontario  Company,  owns  the  stocks  of  the  following  Subsidiary  Comj)anies 
to  the  amounts  hereinafter  stated,  viz.: 

Owned  by 
Xame.  Total  Stock.         Ontario  Co. 

The    Commercial    Company,    Limited  $10,000,000  $9,998,250 

The Bay  Railway  Company 10,000,000  9,998,600 

The Steel  Company,  Limited,  hereinafter  termed  the 

Steel  Company,  owns  or,  under  valid  contracts  about  to  be  made,  will,  on 
or  prior  to  the  20th  day  of  January,  1903,  lawfully  become  vested  with  the 
stocks  of  the  following  Subsidiary  Company  to  the  amounts  hereinafter 
stated,  viz. : 

Name.                                                        Total  Stock.        Stock  Owned. 
The   Power  Company    $2,000,000  $1,996,500 

All  of  the  Subsidiary  Companies  and  their  respective  properties  are  free 


914   CORPORATION  FORMS  AND  PRECEDENTS. 

from   mortgage    or   other   lien   iudebtedness,   except    (1)      The    Michigan 

.   Power  Oonipany,  hereinafter  termed  the  Michigan  Company, 

which  has  a  mortgage  indebtedness  of  $3,;")00,000,  (2) Water 

and  Light  Company,  hereinafter  termed  the  Water  and  Light  Company, 
which  has  a  mortgage  indebtednes?  of  $160,000,  and  certain  property  of 
which  is  subject  to  prior  mortgage  liens  not  exceeding  $13,000  in  amount, 

(3)  The Transit  Company,  hereinafter  termed  the 

Transit  Company,  which  has  a  mortgage  indebtedness  of  $1,000,000,    (4) 

Traction  Company,  hereinafter  termed  the  Traction 

Coihpany,  which  has  a  mortgage  indebtedness  of  $380,000,  pledged  to 
secure  said  mortgage  indebtedness  of  the   Transit  Company  and    (5)    The 

Power  Company,  hereinafter  called  the  Lake  Superior 

Company,  certain  property  of  which  is  subject  to  mortgage  liens  not  ex- 
ceeding $17,000  in  amount,  and  which  further,   under  an   agreement  with 

the  town  of ,  in  the   ,    , 

has  guaranteed  the .  payment  of  certain  debentures  of  said  town  to  an 
amount  not  exceeding  $254,000,  and  has  agreed,  at  the  request  of  said 
town,  to  charge  therewith  certain  real  estate  acquired  from  said  town 
under  said  agreement. 

Neither  the  Consolidated  Company  nor  any  of  the  Subsidiary  Companies 
is  indebted  directly  or  indirectly  in  any  amount  to  any  ofllcer  or  director 
of  the  Consolidated  Company  or  of  any  of  the  Subsidiary  Companies,  ex- 
cept (1)  in  amounts,  not  exceeding  in  the  aggregate  $30,000,  for  expendi- 
tures made  prior  to  the  execution  and  delivery  hereof,  at  the  request  and 
for  the  benefit  of  the  debtor  company,  and  not  yet  repaid;  and  neither  the 
Consolidated  Company  nor  any  of  the  Subsidiary  Companies  is  under  any 
liability  to  any  officer  or  director  of  the  Consolidated  Company  or  of  any 
Subsidiary  Companies,  except  (2)  for  amounts,  not  exceeding  in  the  aggre- 
gate $50,000,  due,  or  to  become  due,  on  account  of  the  purchase  price  of 
properties,  purchased  or  agreed  to  be  purchased,  and  which,  or  the  eon- 
tracts  for  which,  are  held  in  trust  for  the  debtor  companies,  respectively, 
and  presently  transferable  to  such  debtor  companies. 

(c)  The  Subsidiary  Companies,  or  some  of  them,  are  indebted  in  large 
amounts  and  have  issued  notes  and  have  incurred  heavy  obligations  under 
contracts,  part  of  which  have  matured  and  part  of  which  will  presently 
mature.  The  Subsidiary  Companies,  other  than  the  Ontario  Company, 
the  Water  &  Light  Company  (the  borrowing  power  of  which  on  mortgage 
has  been  exhausted),  the  Transit  Company,  the  Traction  Company  and  the 

Express  Company,  propose,  and  for  the  purpose  of 

discharging  their  indebtedness  and  of  meeting  their  obligations,  are  about 
in  each  ease  to  issue  their  thirty  year  gold  coupon  bonds,  to  bear  interest 
from  the  first  day  of  January,  1903,  at  the  rate  of  five  per  cent,  per  annum, 
payable  semiannually,  to  mature  on  the  first  day  of  January,  1933,  and  to 
be  payable,  both  as  to  princijjal  and  interest,  in  United  States  gold  com 
of  or  equal  to  the  present  standard  of  weight  and  fineness,  at  the  office 
or  agency  of  the  obligor  company  in  the  City  of  New  York,  free  of  tax, 
and  to  be  redeemable  in  each  case  at  the  option  of  the  obligor  company, 
at  par,  on  any  half-yearly  interest  day  on  thirty  days'  notice,  to  be  secured 
by  mortgage  and  deed  of  trust,  in  the  case  of  each  of  the  Subsidiary  Com- 
panies other  than  the  Michigan  Company,  as  a  first  charge  on  its  proper-, 
ties,  owned  and  to  be  acquired,  and  in  the  case  of  the  Michigan  Company 


SALE  AND  PLEDGE  OF  SECURITIES.  915 

as  a  8Cf*oii(l  chur^re  on  its  properties  owned  and  to  be  acqiiircl  ami  subject 
only  as  above  recited. 

(d)  The  amounts  of  mortgage  indebtedness  so  to  bo  authorize<l  Ijv  the 
respective   Subsidiary  Companies  are  as   follows: 

Name.  Amount. 

The   Commercial  Company,  Limited .$;'),000,000 

The   Bay  Kailway  Company   6,750,000 

The   Steel   Company,   Limited    .5,000,000 

The   Power  Company    4,000,000 

The  Michigan    Power  Company    2,400,000 

The   Pulp  and  Paper  Comjjany  2,500,000 

The   '. Shore   Kailway   Company    8,820,000 

(e)  Under  valid  contracts  made,  or  about  to  be  made,  the  Consolidated 
Company  will  lawfully  become  vested,  prior  to  the  20th  day  of  January, 
1903,  with  the  mortgage  bonds  of  said  companies,  so  to  be  issued,  to  the 
respective  amounts  hereinafter  stated,  viz.: 

Name.  Amount. 

The  Steel  Company,  Limited $5,000,000 

The  Michigan Power  Company    2,400,000 

The   Pi'lp  a"'^  Paper  Company 1,200,000 

and  will  lawfully  become  vested,  prior  to  the  15th  day  of  February.  1903, 
with  the  mortgage  bonds  of  said  companies  so  to  be  issued  to  the  following 
amounts: 

Name.  Amount. 

The   Bay  Eailway  Company   $6,750,000 

The   Shore   Eailway   Company    405,000 

Said  bonds  of  the  Steel  Company  with  which  the  Consolidated  Company 
will  so  become  vested,  will  also  be  secured  by  the  pledge  and  deposit, 
under  the  mortgage  or  deed  of  trust  securing  the  same,  of  said  $5,000,000 

first  mortgage  bonds  of  The   Commercial  Company, 

Limited,  of  said  entire  capital  stock  of  The  Power  Com- 
pany and  of  said  $4,000,000  first  mortgage  bonds  of  said  The Power 

Company. 

(f)  The  Consolidated  Company  has  cndorseil  many  of  the  notes  issued 
as  aforesaid  by  the  Sul)sidiary  Companies,  and  to  meet  these  notes,  and 
to  meet  its  own  obligations  and  the  obligations  of  the  Subsidiary  Compa- 
nies the  Consolidated  Company,  as  the  owner  of  practically  the  entire  stocks 
of  the  Subsidiary  Companies,  desires  presently  to  borrow  the  sum  of 
$3,500,000. 

For  a  valuable  consideration,  it  is  agreed  as  follows: 
First.  The  Bankers  will  advance  and  lend  to  the  Consolidated  Company 
the  sum  of  $3,500,000  on  or,  at  the  election  of  the  Bankers,  before  January 
21st,  1903.  Said  advances  and  loans  shall  be  made  at  the  office  of  the 
Bankers  in  the  City  of  New  York,  and  shall  be  made  against  the  delivery 
to  the  Bankers: 

(a)  of  certificates  fully  paid  and  nou-assessaole  for  the  following  stock 
of  the  Subsidiary  Companies,  accompanied  by  proper  instruments  of  trans- 
fer thereof  duly  executed  and  either  in  blank,  or,  as  the  Bankers  may  re- 
quest, to  the  nominee  or  nominees  of  the  Bankers: 


916      CORPOKATION  FORMS  AND  PRECEDENTS. 

Name.  Amount. 

The  Ontario Company   $19,994,000 

The   Commercial  Company 10,000,000 

The   Bay  Railway  Company 10,000,000 

The   Steel  Company,  Limited    20,000,000 

The  Michigan   Company   500,000 

Water  and  Light  Company 200,000 

The    Pulp  and  Paper  Company 2,000,000 

The   Transit  Company    150,000 

Traction  Company  400,000 

Express  Company    100,000 

The   Shore  Railway  Company 1,000,000 

(b)  of  the  mortgage  bonds  of  the  Subsidiary  Companies  with  which  the 
Consolidated  Company  is  to  become  vested  as  set  forth  in  subdivision  (e) 
of  Article  I  hereof,  or 

(c)  pending  the  execution  and  cerrification  of  said  bonds,  of  proper 
assignments  to  the  Bankers,  or  to  their  nominee  or  nominees  of  said  bonds 
and  of  all  rights  to  receive  said  bonds  and  otherwise  in  respect  thereof 
under  said  contracts  under  which,  the  Consolidated  Company  is  entitled 
thereto  and  will  become  vested  therewith,  and  of  all  securities  held  by  the 
Consolidated  Company,  and  of  proper  assignments  to  the  Bankers  of  all 
securities  deliverable  to  the  Consolidated  Company  and  of  all  securities 
which  under  said  contracts  are  deliverable  against  any  of  said  mortgage 
bonds  of  the  Subsidiary  Companies  with  which  the  Consolidated  Company 
is  to  become  vested ; 

(d)  of  assignments  to  the  Bankers,  or  their  nominee  or  nominees,  of 
such  of  the  indebtedness  due  to  the  Consolidated  Company  from  each  of  the 
Subsidiary  Companies  as  the  Bankers  may  require; 

(e)  of  assignments  to  the  Bankers  of  all  stock  in  each  of  the  Subsi- 
diary Companies  which  the  Consolidated  Company  may  at  any  time  own 
or  acquire  and  of  all  mortgage  bonds  of  each  and  every  of  the  Subsidiary 
Companies  now  owned  by  the  Consolidated  Company  or  which  it  may  here- 
after acquire,  and  the  certificates  for  all  such  stock  and  all  said  mortgage 
bonds  shall  immediately  upon  such  acquisition  thereof  by  the  Consolidated 
Company  be  forthwith  delivered  to  the  Bankers  and  pledged  under  this 
agreement;  and 

(f )  of  assignments  to  the  Bankers  of  all  indebtedness  which  each  of  the 
Subsidiary  Companies  may  incur  to  the  Consolidated  Company  by  reason 
of  any  advance  made  to  such  Subsidiary  Company  or  expenditure  for  its 
benefit,  and  whether  made  by  the  Consolidated  Company  out  of  the  proceeds 
of  the  advances  to  be  made  under  this  agreement  or  otherwise.  For  each 
such  advance  or  expenditure,  the  Consolidated  Company  shall  at  the  time 
thereof  obtain  from  such  Subsidiary  Company  a  proper  note  or  acceptance 
or  other  evidence  of  debt,  and  deliver  the  same  to  the  Bankers ;  if  in  negoti- 
able form  endorsed  in  blank,  or,  if  in  non-negotiable  form,  accompanied 
by  proper  instruments  of  assignment  to  the  Bankers  or  their  nominee. 

For  said  amount  of  $3,500,000,  the  Consolidated  Company  shall,  on  or 
prior  to  the  21st  day  of  January,  lOO.T,  and  at  the  time  the  advance  under 
this  agreement  shall  be  made,  execute  and  shall  deliver  to  the  Bankers  the 
promissory  note  or  notes  of  the  Consolidated  Company  as  the  Bankers  may 
require,  to  be  made  to  the  order  of  the  Bankers  or  their  nominees,  to  mature 


SALE  AND  PLEDGE  OF  SECT'RTTTE.S.  917 

April  1st,  1903,  without  grace,  to  Ijc  payable,  both  as  to  principal  an<i  in 
terest,  at  the  ofTice  of  the  Bankers  in  the  city  of  New  York,  in  gold  coin 
of  the   United  States  of  or  equal  to  the  present  standard  of  weight   and 
fineness,  to  bear  interest  at  the  rate  of  six  per  cent,  per  annum,  and  to  be 
in  such  form  and  to  contain  such  provisions  as  the  Bankers  may  require. 

Second.  The  Consolidated  Company  agrees  with  the  Bankers  as  here- 
inafter in  this  article  set  forth: 

(a)  the  Consolidated  Company  will  pay  to  the  Bankers  at  the  office  of 
the  Bankers  in  the  city  of  New  York,  on  the  first  day  of  April,  1903,  without 
grace,  all  notes  which  the  Consolidateil  Company  may  give  in  pursuance 
of  any  of  the  provisions  of  this  agreement,  and  all  amounts  which  may 
be  advanced  or  loaned  by  the  Bankers  to  the  Consolidated  Company  here- 
under, with  interest  at  the  rate  of  six  per  cent,  per  annum,  from  the 
dates  upon  which  said  advances  may  respectively  be  made  or  as  may 
be  expressed  in  said  notes; 

(b)  so  long  as  any  of  said  notes  or  as  any  advances  under  this  agree- 
ment shall  remain  unpaid,  the  Consolidated  Company  will  not,  without  the 
consent  of  the  Bankers,  nor  will  any  of  the  Subsidiary  Companies  without 
like  consent,  save  for  the  purpose  of  enabling  the  same  to  be  dealt  with  in 
accordance  with  the  representations  set  out  in  subdivisions  (c),  (d)  and  (e) 
of  Article  I  hereof,  and  of  dealing  therewith  accordingly,  and  only  to  the 
extent  to  which  mortgage  bonds  shall  be  dealt  with  in  accordance  with  said 
representations,  and  in  respect  of  mortgage  bonds  deliverable  to  the  Consoli- 
dated Company,  shall  be  delivered  to  the  Consolidated  Company  and  by  it 
pledged  with  the  Bankers  hereunder,  permit  or  suffer  the  making  or  creation 
of  any  mortgage  or  other  lien  upon  any  of  its  property  or  assets,  or  except 
liens  of  contractors  of  record  at  the  time  of  the  execution  and  delivery  hereof, 
for  amounts  not  exceeding  in  the  aggregate  $100,000,  and  which  at  the 
election  of  the  Bankers  shall  be  paid  and  discharged  out  of  the  moneys  to 
be  advanced  under  this  agreement,  suffer  or  permit  any  lien  to  arise  thereon, 
or  suffer  or  permit  any  impairment  or  diminution  of  the  rights  and  interests 
represented  at  the  time  of  the  execution  and  delivery  of  this  agreement  by 
the  issued  and  outstanding  stock  of  such  company; 

(c)  80  long  as  any  of  said  notes  or  as  any  advances  under  this  agreement 
shall  remain  unpaid,  the  Consolidated  Company  shall  not,  without  the 
consent  of  the  Bankers,  nor  shall  any  of  the  Subsidiary  Companies  with- 
out like  consent,  save  for  the  purpose  of  enabling  the  same  to  be  dealt  with 
in  accordance  with  the  representations  set  out  in  sub-divisions  (c),  (d)  and 
(e)  of  Article  I  hereof,  and  of  dealing  therewith  accordingly,  and  only  to 
the  extent  to  which  said  mortgage  bonds  shall  be  dealt  with  in  accordance 
with  said  representations,  and  in  respect  of  mortgage  bonds  deliverable  to 
the  Consolidated  Company,  shall  be  delivered  to  the  Consolidated  Company 
and  by  it  pledged  with  the  Bankers  hereunder,  issue  any  funded  obliga- 
tions in  addition  to  those  now  issued  and  outstanding  or  renewals  thereof, 
or  dispose  of  its  property  or  assets  or  incur  indebtedness  or  liability  out  of 
the  ordinary  course  of  business,  or  incur  any  liability  by  endorsement  or 
guaranty,  or  pay  dividends; 

(d)  so  long  as  any  of  said  notes  or  as  any  advances  under  this  agreement 
shall  remain  unpaid,  the  Michigan  Company,  the  Water  and  Light  Company, 
the  Transit  Company  and  the  Traction  Company  will  respectively  pay  and 
discharge  the  interest  on  the  first  mortgage  bonds  of  such  companies,  respect- 


918      CORPORATION  FORMS  AND  PRECEDENTS. 

ively,  as  such  interest  shall  accrue,  and  will  otherwise  observe  and  perform 
the  covenants  of  the  mortgages  or  deeds  of  trust  securing  said  bonds; 

(e)  the  form  of  each  of  the  mortgages  which,  in  accordance  with  the  repre- 
sentations of  subdivisions  (c),  (d)  and  (e)  of  Article  I  hereof,  may  be 
made  by  the  Subsidiary  Companies  shall  be  subject  to  the  approval  of 
the  Bankers,  and  each  of  said  mortgages  and  the  mortgage  bonds  which 
they  respectively  shall  secure  shall  contain  such  jtrovisions  as  the  Bankers 
may  require. 

Third.  If  one  or  more  of  the  following  events  (hereinafter  called  the 
events  of  default)    shall  happen,  that  is  to  say: 

(a)  the  Consolidated  Company  shall  make  default  in  the  payment  of  the 
interest  or  of  the  principal  of  any  note  which  may  be  given  by  it  under 
this  agreement,  or  shall  make  default  in  the  repayment  of  the  j)rincipal  or 
the  payment  of  the  interest  on  any  advance  made  by  the  Bankers  to  the 
Consolidated  Company  under  this   agreement; 

(b)  the  Consolidated  Company  shall  make  default  in  the  payment  of 
any  other  amounts  payable  by  it  under  any  of  the  provisions  of  this  agree- 
ment ; 

(c)  default  shall  be  made  in  any  of  the  agreements  on  the  part  of  the 
Consolidated  Company  set  out  in  subdivisions  (b),  (c),  (d)  and  (e)  of 
Article  Second  hereof  or  in  any  other  agreement  on  its  part  hereunder, 
express  or  implied ; 

(d)  the  Consolidated  Company  shall  fail  to  pay  and  discharge,  or  other- 
wise provide  for  or  renew,  as  the  same  may  mature  and  become  due,  any 
indebtedness  and  liabilities  on  its  part  now  existing  or  hereafter  incurred 
ar  any  obligation  issued  by  it,  or  shall  fail  to  perform  any  undertaking 
entered  into  by  it;  or  any  of  the  Subsidiary  Companies  shall  fail  to  pay 
and  discharge,  or  otherwise  provide  for  or  renew,  as  the  same  may  become 
due  and  mature,  any  indebtedness  and  liabilities  on  the  part  of  such  Subsi- 
diary Company  now  existing  or  hereafter  incurred  0/  any  obligations  issued 
by  it,  or  shall  fail  punctually  to  pay  and  discharge  any  mortgage  bonds  of 
such  Subsidiary  Company  and  the  interest  accruing  thereon,  as  such  inter- 
est shall  accrue,  or  shall  fail  to  perform  any  undertaking  entered  into  by 
such  Subsidiary  Company; 

(e)  a  receiver  shall  be  appointed  of  the  Consolidated  Company  or  of  its 
property  or  of  any  of  the  Subsidiary  Companies  or  of  the  property  of  any 
of  the  Subsidiary  Companies; 

(f)  a  judgment  shall  be  entered  against  the  Consolidated  Company  or 
against  any  of  the  Subsidiary  Companies,  and  any  such  judgment  shall  for 
three   days  remain  unsatisfied  or  unsecured   on  appeal; 

(g)  the  board  of  directors  of  the  Consolidated  Company  or  the  board 
of  directors  of  any  of  the  Subsidiary  Companies  shall  at  any  time  be  so 
constituted  as  not  to  be  satisfactory  to  the  Bankers  in  their  discretion; 

(h)  it  shall  appear  by  any  report  of  any  expert,  accountant  or  counsel 
employed  by  the  Bankers  as  hereinafter  provided  that  any  of  the  representa- 
tions on  the  part  of  the  Consolidated  Company  set  out  in  Article  I  hereof 
are  or  have  become  untrue  or  have  not  been  punctually  fulfilled ;  or 

(i)   the  counsel  to  the  Bankers  shall  fail  to  approve  any  of  the  matters 
which  it  is  in  this  agreement  provided  shall  be  approved  by  them ; 
then,  at  the  option  of  the  Bankers,  all  advances  made  under  this  agreement 
"bj  the  Bankers  to  the  Consolidated  Company  and  all  notes  given  by  the 


SALE  AND  PLEDGE  OF  SECURITIES.  919 

Conuolidated  Company  uii<icr  this  agrccinont  shall  become  forthwith  due 
and  payahle,  anything  in  any  such  note  or  in  this  agreement  to  the  con- 
trary notwithstanding.  Notice  of  such  election  on  the  part  of  the  Bankers 
may  be  sent  by  or  on  behalf  of  the  Bankers  through  the  mails  ad<lressed 
to  the  Consolidated  Company  at  the  Building,  Phila- 
delphia, Pennsylvania.  The  affidavit  of  any  of  the  Bankers  or  of  any  clerk 
or  employee  of  the  Bankers  of  the  fact  of  such  mailing  shall,  for  all  the 
purj)0ses  of  this  agreement,  be  conclusive  evidence  that  notice  was  so 
mailed. 

The  Bankers  may  at  such  time  as  in  their  discretion  the  Bankers  may 
deem  advisable,  (1)  in  case  of  the  happening  of  any  event  of  default  other 
than  the  non-payment  of  said  advances  and  notes  at  maturity,  after  the 
expiration  of  fifteen  days  after  the  mailing  of  notice  of  the  election  by 
the  Bankers  to  declare  due  the  advances  made  by  the  Bankers  under  this 
agreement  and  the  notes  given  by  the  Consolidated  Company  hereunder,  and 
(2)  iu  case  of  the  non-payment  of  said  advances  or  of  said  notes  at  ma- 
turity, then  after  the  expiration  of  ten  days  from  such  maturity,  sell  the 
security  held  by  the  Bankers  under  this  Agreement,  or  any  part  thereof, 
at  their  election,  at  the  New  York  Stock  Exchange,  or  the  Philadelphia 
Stock  Exchange,  or,  in  the  City  of  New  York  or  elsewhere,  at  any  broker  's 
board  or  at  public  or  private  sale,  without  notice  of  the  amount  claimed 
to  be  due,  without  demand  of  payment,  without  advertisement  and  with- 
out notice  of  intention  to  sell  or  of  the  time  or  place  of  sale,  notice  of 
each  and  every  one  of  which  is  hereby  waived;  and  at  any  sale,  the  Bank- 
ers may  bid  for  and  purchase  all  or  any  part  of  the  security  sold,  dis- 
charged from  any  right  of  redemption  on  the  part  of  the  Consolidated  Com- 
pany. All  collateral  security  held  by  the  Bankers  may  be  sold  in  one 
parcel  or  in  such  parcels  and  in  such  order  as  the  Bankers  may,  in  their 
discretion  determine  and  the  Consolidated  Company  waives  any  right  to 
have  said  security  marshaled  upon  any  such  sale.  No  purchaser  shall  Vo 
under  any  obligation  to  see  to  the  application  of  the  purchase  price.  The 
amount  of  the  proceeds  of  such  sale  or  sales,  after  deducting  therefrom 
all  legal  and  other  costs  and  expenses,  shall  be  applied  to  the  payment  of 
the  amounts  due  from  the  Consolidated  Company  on  its  said  note  or  notes 
and  otherwise  under  this  agreement,  with  interest  thereon.  If,  after  any 
such  sale  or  sales,  there  shall  be  a  deficiency,  the  Consolidated  Company 
shall  forthwith  pay  the  same.  If  after  the  payment  to  the  Bankers  of  said 
note  or  notes,  of  all  advances  under  this  agreement,  and  of  all  other 
amounts  payable  under  this  agreement,  there  shall  be  a  surplus,  such  sur- 
plus shall  be  paid  to  the  Consolidated  Company. 

Fourth.  The  Consolidated  Company,  will,  on  or  before  January  21st, 
1903,  and  at  the  time  the  Bankers  shall  make  said  advance  under  this 
agreement,  pay  to  the  Bankers  a  commission  of  two  per  cent,  upon  the 
aggregate  amount  of  the  advances  to  be  made  under  this  agreement,  to  wit, 
$.3,500,000,  and  an  additional  commission  of  one  per  cent,  upon  the  sum 
of  $2,000,000.  Said  pajnnent  shall  be  made  to  the  Bankers  at  their  ofBce 
in  the  City  of  New  York  and  may,  at  their  option,  be  deducted  from  the 
advances  to  be  made  by  them  under  this  agreement. 

Fifth.  The  Consolidated  Company  has  represented  to  the  Bankers  that 
of  said  advance,  .t  1,500.000  is  to  be  api)lied  to  the  payment  of  the  obliga- 
tions set  out  in  Schedule  A  hereto  and  has  made  to  the  Bankers  representa- 


920      CORPORATION  FORMS  AND  PRECEDENTS. 

tions  of  the  use  to  which  the  other  iiionoys  to  be  iidvaneed  by  the  Bankers 
under  this  agreement  are  to  be  put. 

The  Bankers  shall  be  entitled  to  see  tliat  such  moneys  shall  be  applied 
to  such  uses  only,  and,  for  that  purpose,  to  impose  such  restrictions  on  the 
disbursement  thereof  as  they  may  think  proper  and  duplicate  vouchers 
for  all  disbursements  thereof  shall  be  filed  with  the  Bankers. 

Sixth.  In  the  event  that  the  Consolidated  Company  shall  so  desire,  and 
shall,  prior  to  March  21st,  1903,  have  given  notice  to  that  effect  to  the 
Bankers,  in  writing,  at  the  office  of  the  Bankers  in  the  City  of  New  York, 
the  Bankers,  if  none  of  the  events  of  default  shall  have  happened,  and  if 
the  Consolidated  Company  shall,  on  April  1,  1903,  have  complied  with  all 
the  requirements  of  this  agreement  on  its  part  and  have  made  all  payments 
by  way  of  interest  or  otherwise  required  to  be  made  by  it,  and  ^hall  pay 
the  commission  hereinafter  provided,  will  extend,  on  said  April  1st,  1903, 
the  time  for  the  repayment  by  the  Consolidated  Company  of  the  advances 
to  be  made  to  the  Consolidated  Company  by  the  Bankers  hereunder  and  the 
time  for  the  payment  of  any  notes  which  may  have  been  given  by  the  Con- 
solidated Company  in  accordance  with  this  Agreement,  for  ninety  days  from 
said  April  1st,  1903. 

In  the  event  of  such  renewal,  the  Consolidated  Company,  shall,  if  the 
Bankers  so  desire,  give  for  any  note  or  notes  previously  given  by  the  Con- 
solidated Company,  renewal  notes  in  similar  form  and  bearing  the  same 
rate  of  interest,  and  the  Consolidated  Company  shall  pay  to  the  Bankers  on 
or  before  said  April  1st,  1903,  a  further  commission  of  one  and  a  half  per 
cent,  upon  said  amount  of  $3,500,000. 

Seventh,  The  Bankers  will  forthwith  advance  and  lend  to  the  Con- 
solidated Company  at  the  City  of  New  York  the  sum  of  $600,000.  Said 
advance  shall  be  made  on  the  demand  note  of  the  Consolidated  Company, 
to  be  made  to  the  order  of  the  Bankers  or  their  nominee,  to  bear  interest 
at  the  rate  of  six  per  cent,  per  annum,  to  be  payable  at  the  office  of  the 
Bankers  in  the  City  of  New  York,  to  be  in  such  form  and  to  contain  such 
provisions  as  the  Bankers  shall  require,  and  to  be  secured  by  the  pledge  of 
all  stock  in  each  of  the  Subsidiary  Companies  as  set  out  in  Article  First 
hereof.  The  Bankers  shall  have,  and,  in  the  event  of  default  in  the  pay- 
ment of  the  principal  or  interest  of  such  note  or  such  temporary  advance, 
may  forthwith  thereafter,  and  without  delay  or  notice,  exercise,  in  respect 
of  said  security  pledged  for  the  payment  thereof,  all  rights  and  powers  of 
sale  conferred  by  Article  Third  hereof  in  respect  of  the  collateral  pledged  in 
accordance  with  this  agreement. 

If  the  provisions  of  Article  First  of  this  agreement  be  carried  into  effect, 
the  amount  advanced  and  remaining  unpaid  on  such  demand  note  shall  be 
deemed  part  of  the  advance  to  be  made  under  this  agreement. 

If  such  provisions  shall  not  be  carried  into  effect,  the  Consolidated  Com- 
pany will,  prior  to  January  2l8t,  1903,  pay  to  the  Bankers,  at  their  office 
in  the  City  of  New  York,  a  commission  of  two  per  cent,  on  the  amount  of 
said  temporary  advance  and  a  further  commission  of  one  per  cent,  thereon, 
and  payment  of  said  commission  shall  bo  deemed  to  be  secured  by  the  col- 
lateral pledged  as  security  for  said  note  and  by  all  the  remedies  conferred 
by  said  note  and  by  this  agreement  for  the  payment  thereof. 

Eighth.  At  the  request  of  the  Consolidated  Company,  the  Bankers  are 
about  to  instruct  such  experts,  accountants  and  counsel  as  in  their  judg- 


SALE  AND  PLEDGE  OF  SECURITIES.  921 

ment  the  Bankers  shall  deem  proper,  to  investigate  and  report  on  the  busi- 
ness, property  and  affairs  of  the  Consolidated  Company  and  of  the  Sub- 
sidiary Companies,  and  the  Consolidated  Company  shall  for  that  purpose, 
and  as  soon  as  practicable  and  not  later  in  any  event  than  February  20th, 
1903,  furnish  to  the  Bankers  as  of  December  31,  1902,  its  general  balance 
sheet,  as  well  as  balance  sheets  of  each  of  the  Subsidiary  Companies,  and 
also  statements  in  detail,  as  of  said  date,  of  the  business,  property,  in- 
debtedness and  obligations,  including  outstanding  contracts  and  otherwise 
of  the  affairs  of  the  Consolidated  Company  and  of  each  of  the  Subsidiary 
Companies. 

The  Consolidated  Company  agrees,  on  demand  of  the  Bankers,  to  pay 
from  time  to  time,  as  they  shiill  be  incurred,  the  expenses  and  compensa- 
tion, in  such  amounts  as  the  Bankers  shall  approve,  of  the  experts,  account- 
ants and  counsel  whom  the  Bankers  shall  employ  for  the  purjioses  afore- 
-said,  ami  payment  of  all  such  expenses  and  compensation  shall  be  deemed 
secured,  and  at  the  election  of  the  Bankers  preferentially  secured,  by  the 
collateral  to  be  given  for  the  advances  to  be  made  hereunder. 

Ninth.  If  prior  to  the  20th  day  of  February,  1903,  or  such  later  date 
as  the  Bankers  may  limit,  and  in  accordance  with  the  representations  con- 
tained in  sub-divisions  (c),  (d)  and  (e)  of  Article  First  hereof,  but  sub-' 
ject  to  the  covenants  of  Article  Second  hereof,  each  of  the  Subsidiary  Com- 
panies in  said  sub-divisions  specified,  shall  by  proper  corporate  proceedings, 
in  form  to  be  approved  by  counsel  to  the  Bankers,  have  authorized  the 
issue  of  the  bonds  of  such  Subsidiary  Company,  in  the  amount'  in  said 
subdivisions  set  forth,  in  such  form  as  the  Bankers  may  approve  and  con- 
taining such  provisions  as  the  Bankers  may  require,  and  have  authorized 
the  execution  and  delivery  of  a  proper  mortgage  and  deed  of  trust  to  such 
trustee  or  trustees  as  the  Bankers  may  designate,  in  such  form  as  the 
Bankers  may  approve,  and,  containing  such  provisions  as  the  Bankers  may 
require,  securing  the  payment  of  said  bonds  as  a  charge  with  the  priority 
in  said  sub-divisions  set  out,  on  the  property  of  such  oldigor  and  mortgagor 
company  owned  and  to  be  acquired,  as  therein  stated,  and  such  mortgage  and 
deed  of  trust  shall  have  been  duly  recorded  and  all  things  necessary  or 
proper  to  make  said  bonds,  when  issued  in  accordance  with  said  mortgage 
and  deed  of  trust,  the  binding  and  legal  obligations  of  said  obligor  and 
mortgagor  company,  and  said  mortgage  and  deed  of  trust  the  valid,  bind- 
ing and  legal  agreement  for  the  security  thereof,  shall  have  been  done 
and  performed,  the  jirovisions  hereinafter  in  the  following  sections  of  this 
article  stated,  shall  have  effect.  For  the  purpose  of  so  settling  the  form 
of  said  bonds  and  of  said  mortgages,  the  Consolidated  Company  author- 
izes the  Bankers  to  exercise  the  rights  in  that  behalf  possessed  by  the  Con- 
solidated Company  under  any  contract  in  pursuance  of  which  it  is  entitled 
to  exercise  such  right  of  settlement. 

(a)  The  bonds  of  each  said  Subsidiary  Companies,  having  been  duly 
issued  and  dealt  with  in  accordance  with  the  representations  set  out  in 
subdivisions  (c),  (d)  and  (e)  of  Article  I  hereof  and  the  bonds  of  Sub- 
sidiary Companies,  to  which  in  accordance  with  said  sub-divisions  (c),  (d) 
and  (e)  of  Article  I  the  Consolidated  Company  is  entitled,  having  become 
duly  veste(l  in  the  Consolidated  Company,  and  having  been  delivered  to 
and  pledged  with  the  Bankers  under  this  agreement,  the  Consolidated 
Company  may,  but  not  earlier  than  February  20th,   1903,  borrow  on  the 


922   CORPORATION  FORMS  AND  PRECEDENTS. 

entire  security  pledged  uuder  this  agreement,  subject  to  the  provisions  of 
sub-division   (f)   of  this  article,  the  additional  amount  of  $1,750,000. 

(b)  The  Bankers  shall  have  the  right  at  their  option  to  make  such  ad- 
vance in  whole  or  in  part  but  shall  be  under  no  obligation  to  make  such 
advance. 

If  the  Consolidated  Company  shall  desire  such  advance  in  whole  or  in 
part  and  from  time  to  time  as  the  Consolidated  Company  shall  desire  such 
advance,  the  Consolidated  Company  shall,  by  notice  in  writing  delivered  to 
the  Bankers  at  their  office  in  the  City  of  New  York,  state  the  amount  of 
the  advance  desired  and  the  date  when  such  amount  will  be  required.  If 
the  Bankers  elect  themselves  to  make  such  advance,  they  shall,  within  five 
days  after  receipt  of  such  notice  from  the  Consolidated  Company,  notify 
the  Consolidated  Company  of  their  election  so  to  do,  stating  the  amount 
of  such  additional  advance  which  the  Bankers  desire  to  make.  Such  notice 
from  the  Bankers  may  be  given  through  the  mails  to  the  Consolidated  Com-, 
pany  addressed  to  it  at  the  Xorth  American  Building,  Philadelphia, 
Pennsylvania. 

To  the  extent  to  which  the  Bankers  shall  not  elect  to  make  such  ad- 
vance, the  Consolidated  Company  may,  subject  as  hereinafter  provided, 
procure  such  advance  to  be  made  by  others  but  not  on  terms  more  onerous. 
If  such  advances  are  made  by  others,  the  Consolidated  Company  shall  forth- 
with give  notice  to  the  Bankers,  at  their  office  in  the  City  of  New  York, 
of  the  amounts  of  the  advances  so  made  and  of  the  persons  by  whom 
such  advances  shall  have  been  made. 

The  Bankers  shall  be  entitled  to  see  to  the  disposition  by  the  Consolidated 
Company  of  such  moneys,  whether  advanced  by  the  Bankers  or  by  others, 
and  foi*  that  purpose  to  impose  such  restrictions  on  the  disbursement  thereof 
as  the  Bankers  may  think  proper,  and  duplicate  vouchers  for  all  disburse- 
ments thereof  shall  be  filed  with  the  Bankers. 

(c)  Any  additional  advance  so  made  to  the  Consolidated  Company,  and 
whether  by  the  Bankers  or  othersj  shall  be  made  on  the  promissory  note  of 
the  Consolidated  Company  for  $1,7.50,000  to  be  made  to  the  order  of  the 
Bankers  or  their  nominees  and  otherwise  in  the  form  of  the  note  or  notes 
to  be  given  under  Article  First  hereof,  and  to  be  delivered  to  the 
Bankers. 

If  any  part  of  such  additional  advance  shall  be  made  prior  to  April  1st, 
1903,  said  note  shall  mature  on  April  1st,  1903,  and  in  respect  of  said 
note,  the  Consolidated  Company  shall  have  like  privilege  of  renewal  con- 
ferred by  Article  Sixth  hereof  and  on  like  terms  as  to  payment  of  com- 
mission and  otherwise.  If  no  part  of  such  advance  shall  be  made  prior 
to  April  1st,  1903,  said  note  shall  mature  ninety  days  after  said  April 
1st,  1903,  without  grace. 

(d)  On  all  additional  advances  made  under  this  Article,  and  whether  by 
the  Bankers  or  by  others,  the  Consolidated  Company  shall,  at  the  time 
of  each  advance,  pay  to  the  Bankers  a  commission  of  one  per  cent.;  and  on 
all  advances  made  by  the  Bankers,  whether  prior  or  sul)scqnent  to  April 
1st,  1903,  an  additional  commission  of  two  per  cent.  If  the  Consolidated 
Company  shall  exercise  the  privileges  of  renewal  in  respect  of  advances 
made  prior  to  April  Ist,  1903,  it  shall,  at  the  time  of  such  renewal,  pay 
to  the  Bankers  on  such  advances  the  additional  commission  of  one  and 
one-half  per  cent,  as  hereinabove  provided. 


SALE  AND  PLEDGE  OF  SECURITIES.  923 

(e)  Any  advances  so  made,  and  whether  hy  the  Bankers  or  l)y  others, 
shall  be  deemed  to  he  secured,  by  all  collateral  pledged  under  this  ajjree- 
nient  pari  pasnu  with  the  a<lvance8  to  be  made  under  Article  First  hereof, 
and,  in  the  event  of  the  happening  of  an  event  of  default,  all  the  rights 
by  this  agreement  conferred  on  the  Bankers  may  be  exercised  by  the 
Bankers  for  the  payment  of  the  aggregate  amount  advanced  and  due  or 
to  become  due,  under  this  agreement. 

(f)  Notwithstanding  such  advances  may  be  made  in  whole  or  in  part 
by  others  than  the  liankers,  the  Bankers  may,  in  their  absolute  discretion, 
modify  or  alter  this  agreement  or  any  of  the  provisions  hereof  and  as  well 
with  regard  to  the  collateral  pledged  hereunder  as  in  any  manner  other- 
wise, and  may,  without  prejudice  to  such  general  power  so  given  to  them, 
consent  to  the  substitution  of  collateral,  the  release  of  collateral  or  changes 
in  the  form  of  collateral,  and  may,  in  their  discretion,  exercise  or  waive 
or  omit  or  defer  the  exercise  of  any  right  or  power  conferred  on  them  by 
any  of  the  provisions  of  this  agreement;  and  the  Bankers  shall  not  be 
deemed  to  assume  any  duty  or  obligation  towards  the  persons  making  such 
advances  for  or  in  respect  of  any  action  taken  by  the  Bankers  or  omitted 
to  be  taken  by  them  under  this  agreement  other  than  for  the  payment  to 
such  persons,  in  the  event  of  the  enforcement  by  the  Bankers  of  this  agree- 
ment, of  such  proportion  of  the  net  amounts  applicable  to  the  repayment 
of  the  advances  made  under  this  agreement  out  of  the  proceeds  of  any 
sale  of  the  collateral  pledged  under  this  agreement  as  the  amount  of  their 
advances  with  interest  shall  bear  to  the  sum  of  $.3,500,000  and  interest, 
plus  the  amount  of  all  additional  advances  under  this  agreement  and 
interest. 

Tenth.  The  creation  and  organization  of  the  Consolidated  Company 
and  of  each  of  the  Subsidiary  Companies,  the  issue  of  the,  stocks  thereof, 
and  all  corporate  action  on  the  part  of  each  and  every  of  them  called  for 
or  contemplated  by  this  agreement,  shall  l)e  subject  to  the  approval  of  coun- 
sel to  the  Bankers,  and  their  compensation,  in  such  amounts  as  the  Bank- 
ers shall  approve,  shall  be  paid  by  the  Consolidated  Company  as  they  are 
incurred,  and  shall  be  deemed  secured,  and  at  the  election  of  the  Bankers 
preferentially  secured,  under  this  agreement. 

Eleventh.     Time  shall  be  deemed  of  the  essence  hereof. 

Twelfth.  This  agreement  is  made  solely  for  the  benefit  of  the  parties 
hereto,  and  shall  not  be  construed  to  create  any  trust  or  obligation  to  or 
in  favor  of  any  other  person,  firm  or  corporation. 

In  "Witness  Whereof  the  Consoliilated  Company  has  caused  this  agreement 
to  be  signed  in  its  name  by  its  president  or  one  of  its  vice-presidents  and 
by  its  secretary  or  an  assistant  secretary  and  the  Bankers  have  subscribed 
this  agreement  the  day  and  year  first  above  written. 

The  Consolidated    Company, 

By   

President. 


Secretar}'. 
and  Company. 

The  securities  ])ledged  by  the  above  agreement  wore  sold  by  the  bankers 
for  non-])aym('nt  of  the  debt  secured,  and  afterwards  transferre<l  by  them 
to  the  Reorgani/ation  Committee  of  the  Consolidated  Company. 

See  for  pledge  of  stock  and  right,  duties  and  liabilities  arising  therefrom, 


924      CORPORATION  FORMS  AND  PRECEDENTS. 

Cook  on  Corporations.   §§12,  315-324,  458,  464-468.  442-479,  484-490,  763, 
779,  783;  Clark  &  M..  Corp.,  §§  617-624. 

See  Form  1369.  post,  in  which  the  above  pledge  is  referred  to. 

Form  1332. 
ASSIGNMENT  OF  EQUITY  IN  PLEDGED  COLLATERAL. 

For  the  consideration  of  one  dollar  and  other  valuable  consideration,  I 
hereby  assign  all  my  right,  title,  and  interest  in  the  equity  of  collateral 
paper  held  by  the  Northwestern  National  Bank  of  Minneapolis,  Minn., 
against  my  loan  of  present  date  amounting  approximately  to  four  thou- 
sand three  hundred  seventy-eight  dollars  ($4,378)  and  interest  due  and 
accruing  thereon,  to  the  Armstrong  Piano  Company  of  Eochester,  N.  Y., 
and  hereby  guarantee  the  payment  of  same,  together  with  interest,  cost  of 
collection  and  attorney  fees,  at  maturity  or  any  time  thereafter.  I  further 
agree  that,  should  any  of  the  instruments  be  repossessed  and  be  resold, 
should  any  deficiency  arise  by  reason  of  such  sale,  to  pay  same,  together 
with  all  costs  of  repossession  and  sale,  and  hereby  waive  notice  of  non- 
payment, demand,  notice  of  protest  and  suit  against  the  signer,  and  agree 
that  any  extension  which  may  be  granted  to  the  maker  thereof  shall  not 
in  any  manner  release  the  undersigned.  Equity  referred  to  shall  be  de- 
termined only  after  said  bank  shall  have  their  loan  and  all  interest  due 
thereon  fully  satisfied.  I  further  agree  and  guarantee  to  the  Armstrong 
Piano  Company,  that  the  said  equity  shall  net  not  less  than  one  thousand 
dollars  and  interest  thereon,  and  it  is  further  agreed  and  understood  that, 
should  said  equity  net  in  full  the  claim  of  Armstrong  Piano  Co.  amounting  to 
$1,920  and  interest  due  thereon,  the  surplus  remaining  thereafter  shall 
be  returned  to  me. 

Dated  this  ninth  day  of  June  nineteen  hundred  six,  at  Minneapolis,  Minn. 

Francis  J.  Bird,   [Seal] 
Armstrong  Piano  Co. 

J.  H.  Shale,  Treasurer. 

Witness :    

(To  this  contract  was  attached  and  made  a  part  thereof  a  list  of  the 
notes  and  accounts  therein  referred  to.) 

See  In  re  Bird,  180  Fed.  230,  where  a  contract  in  the  above  form  was 
construed  and  upheld  under  the  laws  of  Minnesota  and  the  Bankruptcy  Law. 
The  criticism  by  the  court  of  the  clause,  "Equity  referred  to  shall  be 
determined  only  after  said  bank  shall  have  their  loan  and  interest  due 
thereon  fully  satisfied,"  will  be  noted. 

Form  1333. 

RESOLUTION  AUTHORIZING  PRESIDENT  TO  SELL 
AND  PLEDGE  BONDS  AND  SECURITIES. 

Eesolved,  that  the  president  of  this  company  have  custody  of  the  bonds 
and  securities  issued  from  time  to  time  for  its  use,  with  powers  to  use  and 
dispose  of  the  same  by  sale,  hypothecation  or  otherwise,  on  such  terms  and 
in  such  manner  as  he  shall  deem  for  the  best  interest  of  this  company,  and 
to  apply  the  same  or  the  avails  thereof  in  procuring  money,  iron,  rails, 
equipment  and  furnishing  for  the  road  of  this  company,  in  paying  trans 
portation  and  cost  of  materials  in  establishing  and  constructing  this  road 


SALE  AND  PLEDGE  OF  SECURITIES.  925 

and  its  necessary  apinirtenanccs,  and  in  jiaying  Kuch  charges  and  expenses 
as  may  be  necessary  to  secure  the  above  object;  and  that  for  such  purpose 
he  have  power  to  conclude,  contract  and  execute  obligations,  under  seal  or 
otherwise,  and  to  carry  the  same  into  effect,  making  due  report  from  time 
to  time  of  what  he  shall  do,  accompanied  by  accounts  of  receipts  and  ex- 
penditures growing  out  of  the  duties  hereby  imposed. 

The  scope  of  the  above  resolution,  and  the  authority  conferred   thereby 
upon  the  i)resident  were  considered   in   Titus  v.   Cairo,  etc.   li.  Co.,  46  N. 
J.  L.  3<.i:i. 

Form  1334. 
NOTICE  OF  SALE  OF  COLLATERAL  SECURITIES. 

Notice  is  hereby  given  that  the  undersigned  will,  on   ,  the 

day  of ,  A.  D.   19 .  .  .  . ,  at    o  'clock  noon 

of  said  day,  in  the  public  sales  room  at  the   ,  situated  in 

the  City  of   ,  sell  at  public  vendue  to  the  highest  bidder 

the  following  first  mortgage  five  per  cent,  thirty  year  gold  bonds  of  The 

Company,    dated    ,    interest    being 

payable  on  the  first  days  of and of  each  year, 

and  principal  being  due  and  payable  on   ,   ,   

to  wit: 

Bonds  Nos and ,  for  $ each,  with  all  coupons  at- 
tached save  the  first   coupon  which  was  due    ,    , 

;    (such  bonds  having  been  deposited  with  said 

Company  as  collateral  security  for  the  note  of  The Company, 

dated  ,   ,  payable ,   ,   , 

for  $ ,  w^ith  interest  at  five  per  cent,  per  annum  from  date,  payable 

to   the   order   of  the    Company,   the   payment   of   such 

note  being  guaranteed  by   and    ,  no  part 

of  said  note  having  been  paid). 

The  terms  of  sale  will  be  cash. 

The  sale  will  be  conducted  by  Messrs , 

Auctioneers. 

Company, 

By  

Its  duly  authorized  agent. 
Dated   , 


Attorney  for  the  Company. 

See  as  to  the  right  of  a  pledgee  to  sell  stock  without  judicial  ])roceedings 
and  the  necessity  of  a  reasonable  notice  of  the  intent  to  sell  ami  of  the 
time  and  place  of  sale.  Cook  on  Corp.,  §  47T;  Clark  &  M.,  Corp.,  §  622. 

Form  1335. 
NOTICE  OF  PUBLIC  SALE. 

Sale  of  Collateral  Securities. — Notice  is  hereby  given  that  the  undersigned 

■will,  on   day  of   at    o  'clock   ....   M., 

of  said   day,   sell   at    public   vendue,   to   the   highest   bidder,   at    (a   public 


926   CORPORATION  FORMS  AND  PRECEDENTS. 

place  or  Exchange),  all  the  following  collateral  securities,  to  wit   (describ- 
ing the  same)  :   Terms  of  sale,  cash. 


(This  notice  should  be  in  conformity  with  the  terms  of  the  instrument 
of  pledge  and  at  all  events  a  reasonable  notice  must  be  given.) 

See  as  to  the  formalities  of  a  sale  of  pledged  stock,  Cook  on  Corporations, 
§§  478-479;  Clark  &  M.,  Corp.,  §  622. 

Form  1336. 

NOTICE  OF  PUBLIC  SALE  OF  COLLATERAL  SECURITY 

BY  TRUSTEE  UPON  DEFAULT  IN  INTEREST 

UPON  DEBENTURES. 

trustee's  sale. 

Default  having  been  made,  and  having  continued  for  more  than  ninety 
days  in  the  payment  of  the  interest  payable  upon  the  debenture  bonds  of 

the    Guarantee  &  Assurance  Company   of  Great   Britain 

and  America  (the  name  having  since  been  changed  to  the De 

benture  Company),  which  debenture  bonds,  known  as  series  "A,"  are 
described  in  and  secured  by  the  deed  of  trust  dated  April  1,  1890,  exe- 
cuted by  said  the    Guarantee  &  Assurance  Company  of 

Great   Britain   and   America   to   the    Trust   Company'  as 

Trustee,  and  the  principal  of  said  debenture  bonds  having  been  declared 
by  said  Trustee  to  be  due,  in  consequence  of  such  default  and  of  such  con- 
tinuance  thereof,   notice   is   hereby   given,   pursuant   to   the   terms   of   said 

deed  of  trust,  that    Trust   Company,  as   Trustee,  will, 

by  virtue  of  the  power  of  sale  contained  in  said  deed,  sell  at  public  auction 
at  the  New  York  Eeal  Estate  Sales  Boom,  No.  161  Broadway,  in  the  City 

of  New  York,  on   ,  October   ,  19.  . .  .,  at  eleven  o  'clock 

A.   M.,   by    ,   Auctioneer,   the   following   security   pledged 

for  the  security  and  payment  of  said  debenture  bonds,  series  "A"  namely: 

Hydraulic  Company,  1st  6s,  $50,000. 

Terms  of  sale  made  known  at  the  time  and  place  of  sale. 

Trust  Company,  Trustee. 

See  generally  as  to  sales  under  a  power  of  sale.  Cook  on  Corporations, 
§§  820,  824;  Clark  &  M.,  Corp.,  §§  622-624. 

Form  1337. 

NOTICE  OF  PUBLIC  SALE  OF  SECURITIES  BY  TRUSTEE 
UNDER  CORPORATE  INDENTURE. 

trustee's  sale. 

The  undersigned,  the  Trust  Company,  Trustee  under 

the  Indenture  of  the    Railways  Company,  dated  February 

2d,  1906,  and  subsequently  amended,  will  on  the  7th  day  of  April,  1911,  sell 
to  the  highest  and  best  bidder  at  public  auction  in  the  Public  Salesroom, 
201  Philadelphia  Bourse  Building,  Philadelphia,  Pennsylvania,  at  12  o'clock 
noon,  the  following  described  securities  in  one  lot,  namely: 

.$88,000  First  Mortgage  5%  Gold  Bonds  of  The Traction 

Company,  maturing  on  the  1st  day  of  December,  1937. 


SALE  AND  PLEDGE  OP  SECURITIES.  927 

$84,000  Second   Mortgage  5%   Bonds  of  The   

$78,000  Second   Mortgage  5%  Bonds  of  The    Kailway 

Company,  maturing  on  the  1st  day  of  August,   I'.MO. 

$45,000  Second  Mortgage  5%   Bonds  of  the    Utilities 

Company,  maturing  on  the  Ist  day  of  August,  1939. 

7,999 V4  shares  of  the  Cai)ital  Stock  of  The  ]{ail\vay  Company 

(par  value  $100  per  share). 

750  shares  of  the  Preferred  Stock  of  The Traction  Company 

(par  value   $100   per   share). 

.'5,500  shares  of  the  Common  Capital  Stock  of  The   Kentucky 

Traction  Company  (par  value  $100  per  share). 

7,000  shares  of  the  Capital  Stock  of  The Traction  Co.  (par 

value  $100  per  share). 

1,000  shares  of  the  Capital  Stock  of  The  Utilities  Co.  (par 

value  $100  per  share). 

A  check  for  $100,000,  certified  by  a  responsible  Bank  or  Trust  Company 
in  the  City  of  Philadelphia,  will  l)e  required  to  be  delivered  by  the  pur- 
chaser at  the  time  of  sale,  and  settlement  of  the  remainder  of  the  pur- 
chase price  must  be  made  within  twenty-four  hours  of  the  sale. 

Trust  Company,  Trustee. 

See  note  to  preceding  form. 

Form  1338. 

NOTICE  OF  SALE  OF  STOCK  BY  TRUSTEE  UNDER 
COLLATERAL  TRUST  DEED 

AMERICAN  CEMENT   COMPANY  TRUSTEE'S  SALE. 

Notice  is  hereby  given  that  default  having  been  made  in  the  pay- 
ment of  interest  due  April  1,  1912,  on  the  First  Mortgage  and  Col- 
lateral Trust  5%  Gold  Bonds  of  the  American  Cement  Company  (of  New 
Jersey),  secured  by  Mortgage  and  Collateral  Trust  Agreement,  dated  No- 
vember 9,  1899,  by  said  Company  to  Girard  Trust  Company,  Trustee;  the 
Girard  Trust  Company,  Trustee,  by  virtue  of  the  power  contained  in  said 
Mortgage  and  Collateral  Trust  Agreement  will  sell  at  public  auction  to  the 
highest  bidder  at  the  auction  rooms  of  Samuel  T.  Freeman  &  Co.,  auc- 
tioneersj  1519  Chestnut  Street,  Philadelphia,  on  Tuesday,  February  25, 
1913,  at  2  o'clock  P.  M.,  the  following: 

9,991  shares  of  the  capital  stock  of  the  American  Cement 
Company,  a  corporation  of  the  State  of  Pennsylvania,  of  the 
par  value  of  $50  each,  of  an  aggregate  par  value  of  $499,550. 
•  Said    shares    of    stock    are    a    part    of    the    property    mortgaged    and 
pledged  by  the  American  Cement  Company   (of  New  Jersey)   to  the  Gi- 
rard Trust  Company,  as  aforesaid.     The  remaining  property  subject  to 
the  mortgage   consists   of  certain  lands  in  the  town  of   Elbridge,   Onon- 
daga County,  State  of  New  York,  which  lands  will  be  sold  by  the  Trus- 
tee as  a  sejjarate  parcel  at  the  time  and  place  hereafter  to  be  announced. 

Said  shares  of  stock  will  be  sold  in  one  entire  lot  and  not  in  separate 
lots. 

No  bid  will  be  received  from  any  bidder  who  shall  not  have  de- 
posited as  a  pledge  that  he  will  make  good  his  bid  in  case  of  its  accept- 


928      CORPORATION  FORMS  AND  PRECEDENTS. 

ance,  the  sum  of  $5,000  in  money  or  certified  check  on  a  National  Bank 
in  the  City  of  Philadelphia;  such  deposit  of  any  unsuccessful  bidder  to 
be  returned  to  him  when  the  property  shall  be  struck  down,  and  the 
deposit  received  from  the  successful  bidder  to  be  applied  on  account 
of  his  bid. 

Upon  the  acceptance  of  any  bid,  $10,000  shall  be  paid  in  cash  or 
certified  check  immediately  upon  the  property  being  struck  down, 
and  the  balance  of  the  bid  shall  be  paid  within  thirty  days  after  the 
sale.  In  case  any  bidder  or  purchaser  shall  fail  to  make  good  his 
bid  on  its  acceptance  by  the  Trustee,  or  shall  fail  after  such  acceptance 
to  comply  with  the  terms  of  sale,  then  the  sum  deposited  by  such  pur- 
chaser in  cash,  or  by  certified  check,  shall  be  forfeited  and  shall  be 
applied  to  the  expense  of  any  resale  and  toward  making  good  any 
deficiencies  or  loss  in  case  the  property  shall  be  thereafter  sold  at  a 
price  less  than  that  brought  at  the  first  sale. 

Any  holder  or  holders  of  the  First  Mortgage  and  Collateral  Trust 
5%  Gold  Bonds  of  the  American  Cement  Company  (of  New  Jersey) 
becoming  the  purchaser  or  purchasers  shall  be  entitled  to  turn  in,  use 
and  apply  in  making  payment  of  the  balance  of  the  purchase  money 
not  required  to  be  paid  in  cash,  the  bonds  or  unpaid  coupons  secured 
by  said  mortgage,  reckoning  such  bonds  or  unpaid  coupons  for  such 
purpose  at  a  sum  not  exceeding  that  which  shall  be  payable  out  of 
the  net  proceeds  of  sale  to  the  holder  or  holders  thereof  for  his  or 
their  just  share  of  the  net  proceeds  of  sale  upon  due  apportionment  of 
»nd  accounting  for  such  net  proceeds.  The  amount  represented  by  any 
such  bonds  or  coupons  will  be  treated  as  paid  only  to  the  extent  that 
it  shall  be  paid  out  of  the  proceeds  of  sale,  reserving  to  the  holder  or 
holders  thereof  such  rights  as  he  or  they  may  have  to  collect  the  bal- 
ance  unpaid. 

As  provided  in  the  said  mortgage,  this  sale  shall  be  a  bar  against 
the  American  Cement  Company  (of  New  Jersey),  its  successors  and 
assigns,  and  all  persons  claiming  by,  through  or  under  it  or  them  with 
respect  to  the  shares  of  stock  so  sold. 

The  Trustee  reserves  the  right  to  resell  the  property  upon  further 
notice  if  the  purchaser  or  purchasers  shall  fail  to  make  good  any  pay- 
ment on  account  of  any  unpaid  balance  of  the  purchase  price  as  pro- 
vided in  the  conditions  of  sale. 

For  further  particulars  application  may  be  made  to  the  Trustee. 

Girard  Trust  Company,  Trustee, 
Broad   and   Chestnut   Sts.,   Philadelphia. 


Counsel  for  Trustee. 
See  notes  to  Forms  1310  and  1336,  supra. 


Form  1339. 
NOTICE  OF  PUBLIC  SALE  OF  STOCKS. 

AUCTION  SALE. 

PUBLIC    SALE   OP   STOCKS — NOTICE. 
To  owner  and  whom  it  may  concern:      There  will  be  sold  for  whose 
account    it    may    concern,    sixty-five    (65)    shares,    or    purporting    to    be 


SALE  AND  PLEDGE  OF  SECURITIES.  929 

eixty-five    (65)    shares,   as   represented   by   certificate    number   65,    dated 

December  10,  1903,  of Company 's  stock,  which  company 

was  incorporated  under  the  laws  of  State  of    ,  December 

17,  1903.     The  sale  will  take  place  promptly  on  Friday,  December  L',   1910, 

at  2:30  p.  m.,  in  the  office  of &  Co.,  419 Bldg., 

Pittsburg,  Pa. 

&  Co. 

Dated    ,   19 

See  note  to  Form  1336,  supra. 

Form  1340. 

NOTICE    OF   SALE   OF   SHARES   BY   SPECIAL  MASTER 
UNDER  DECREE  OF  FORECLOSURE. 

NOTICE  OF  SALE  OF  THE  CAPITAL  STOCK  OF  THE  SOUTHERN 
INDIANA    RAILWAY    COMPANY. 

Notice  is  hereby  given  that  pursuant  to  and  by  virtue  of  a  precept 
of  sale  and  a  decree  of  foreclosure  and  sale  made  and  entered  April 
24,  1911,  by  the  Circuit  Court  of  the  United  States  for  the  Northern 
District  of  Illinois,  Eastern  Division,  in  a  certain  cause  in  which  Girard 
Trust  Company  as  trustee  under  the  Deed  of  Trust,  dated  July  1,  1905, 
made  by  The  Chicago  Southern  Railway  Company  and  The  Southern 
Indiana  Railway  Company  was  and  is  complainant,  and  The  Chicago 
Southern  Railway  Company,  The  Southern  Indiana  Railway  Company, 
Myron  J.  Carpenter,  as  Receiver  of  the  Chicago  Southern  Railway  Com- 
pany, and  Myron  J.  Carpenter,  as  Receiver  of  The  Southern  Indiana 
Railway    Company,    were    and    are    defendants,    which    cause    bears    the 

number   29,344,  the  undersigned,    ,  as   Special   Master 

appointed  by  the  said  decree  for  the  purpose  of  selling  the  securities 
therein  directed  to  be  sold,  will  sell  at  public  auction  to  the  highest 
bidder  iu  Room  228,  Grand  Central  Station,  at  the  Southwest  corner  of 
Harrison  Street  and  Fifth  Avenue,  in  Chicago,  Illinois,  on  Wednesday, 
the  twenty-first  day  of  June,  A.  D.  1911,  between  the  hours  of  12 
o'clock  noon  and  one  o'clock  in  the  afternoon,  the  following  securities, 
directed  by  said  decree  to  be  sold,  and  briefly  described  as  follows, 
to   wit: 

One  hundred  and  ten  thousand  (110,000)  shares  of  the  capital  stock 
of  The  Southern  Indiana  Railway  Company,  of  the  aggregate  par  value 
of  Eleven   Million   Dollars    ($11,000,000.00). 

The  Special  Master  will  ofifer  for  sale  as  an  entirety  and  invite  bids 
upon  all  of  the  above  described  securities,  but  will  receive  no  bid  from 
anyone  who  shall  not  first  deposit  with  him,  as  proof  that  he  will  make 
good  his  bid  in  case  of  its  acceptance,  ten  per  cent.  (10%)  of  the  amount 
of  his  bid  either  in  cash  or  by  a  certified  check  upon  any  national  bank, 
state  bank  or  trust  company  in  the  city  of  Chicago,  or  in  the  city  of 
New  York,  or  in  the  city  of  Philadelphia. 

The  sale  will  be  made  free  from  any  appraisal,  right  of  redemption, 
stay  or  extension. 


930      CORPORATION  FORMS  AND  PRECEDENTS.  ., 

For  a  full  statement  of  the  terms  and  conditions  of  the  sale,  referenco 
is  hereby  expressly  made  to  said  decree  of  foreclosure  and  sale 
Chicago,  May  23,  1911. 


Special   Master, 
See  for  foreclosure  of  corporate  mortgages,  Cook  on  Corporations,  §§  832- 
850. 

Form  1341. 

NOTICE  OF  PUBLIC  SALE  OF  SHARES  BELONGING  TO 
A  MUNICIPAL  CORPORATION. 

Public   Sale  of  the  fUiares  of  the  Capital  Stock  of  the    

Gas  &  "Water  Company,  belonging  to  the  Borough  of  Carlisle,  Penn- 
sylvania. 

Notice  is  hereby  given  that  in  pursuance  of  a  resolution  of  the  Town 
Council  of  the  Borough  of  Carlisle,  Pennsylvania,  adopted  May  11th, 
1911,  and  approved  by  the  Chief  Burgess  on  May  12th,  1911,  there  will 
be  offered  at  public  sale  in  front  of  the  Court  House,  Carlisle,  Penn- 
sylvania, on  June  10th,  1911,  at  two  o'clock  P.  M.,  1811  shares  of  the 
capital  stock  of  the  Carlisle  Gas  &  Water  Company.  The  stock  will 
first  be  offered  in  blocks  of  one  hundred  shares,  and  one  block  of 
eleven  shares,  and  all  of  the  bids  therefor  shall  be  held.  The  whole 
block  of  eighteen  hundred  and  eleven  shares  shall  then  be  offered.  If 
the  bid  for  the  whole  block  shall  be  greater  than  the  total  of  the  bids 
in  parcels,  the  stock  will  be  knocked  down  to  the  bidder  for  the  whole 
block,  otherwise,  to  the  bidders  for  the  parcels. 

The  terms  of  sale  shaU  be  25%  of  the  purchase  price  in  cash,  and 
the  balance  on  delivery  of  the  stock. 

The  Chairman  of  the  Finance  Committee  shall  conduct  the  sale,  and 
before  any  bid  is  accepted  he  may  require  the  deposit  of  a  certified: 
check   for   the   initial   payment. 

The   right   is   reserved   to   adjourn   the   sale. 

No  bid  of  less  than  $42.50  per  share  will  be   accepted. 

Joseph   Lockman, 
Chairman   Finance    Committee. 

See  note  to  Form  1336,  supra. 

Form  1342. 
NOTICE  OF  EXECUTOR'S  SALE  OF  STOCK. 

Executor 's   Sale   of   Entire   Capital   Stock   of    

and   Chicago,  Riverside   &  La   Grange   R.  R.   Co. 

Sale  of  the  entire  capital  stock  of  these  railroads,  also  practically 
the  entire  issue  of  the  bonds  of  the  Suburban  Railroad  Company 
together  with  notes  of  the  above  companies,  and  all  claims  owned  by 

the   Estate   of    against   them,   other   than   receiver 's 

certificates. 

Sealed  bids  to  be  filed  with  Hon ,  Judge  of  the  Probate 

Court  of  Cook  County,  Illinois,  on  or  before  10  o'clock  A.  M.,  February 
27,  1912,  each  bid  to  be  accompanied  by  a  certified  check  for  thirty 
thousand   ($30,000)   dollars. 


SALE  AND  PLEDGE  OF  SECURITIES.  931 

For  full  particulars  as  to  the  terms  of  the  sale  with  character  of 
the  securities  and  the  property,  see  Petition  of  the  Executor  iu  the 
Probate  Court  of  Cook  County  aud  Order  entered  thereon,  January 
29,  1912,  or  see  the  undersi*:jned. 

Executor   of    the    Estate   of    ,   deceased. 

street,   Chicago. 


Attorney  for  Executor,  Chicago. 
See  for   power  of  executor  to   sell   stock,   Cook   on   ('ur|Kjratious,   §§329, 
330,  -433;  Clark  &  M.,  Corp.,  S  (301. 

Form  1343. 
NOTICE  OF  ADJOURNED  SALE. 

Adjourned  Sale.  !};40(),()00.  The  Company  First  Mort- 
gage 5%  Bonds. 

The  time  for  making  sealed  bids  for  the  purchase  of  the  above  men- 
tioned bonds  has  been  extended  by  adjournment  to  January  18,  1912,  at 
ten  o'clock  in  the  forenoon. 

Written  bids  for  these  bonds,  or  any  part  thereof,  should  be  filed  with 
the  Probate  Court  of  Cook  County,  Illinois,  on  or  l>efore  that  date,  at 
which  time  the  bids  will  be  opened  and  further  bids  may  be  made  in  open 
court. 

For  full  particulars  as  to  said  bids  and  terms  and  conditions  of  said 
sale,  see  the  decree  entered  by  said  court  on  November  25,  1911,  and  the 
undersigned. 

Executor  of  the  Estate  of ,  deceased. 

Street,  Chicago. 

Form  1344. 

NOTICE  TO  PLEDGOR  AFTER  SALE  OF  PLEDGED 

STOCK. 


,    19---- 

* . .  .    Company, 

No Street,    

Gentlemen :  Notice  is  hereby  given  that  the  undersigned  did  on , 

the    day    of    ,    A.    D.    19....,   at    o'clock 

of  said  date,   in  the  I'ublic   Sales  Room  of    

situatetl  in  the  City  of   sell  at  public  vendue,  to  the  highest 

bidder,   the   following  securities,   to   wit: 

bonds   for  ,$1,000   each,   Nos inclu- 
sive, with  all  coupons  attached,  save  the  coupons  which  werq  due  prior  to 

19.  . .  .,    such    bonds    being    first    mortgage    bonds  ,o^  .,X)ie, 

Corporation  and  having  been  deposited  with '■^■'■nr  '-.'• 

as  collateral  security  for  the  uqte  of  The  . . , .. . — 

Company,  dated    ,    19....,   payable  one  year  after  date,   for 

$ ,  with  interest  at  the  rate  of   per  cent,  per  annum, 


932      CORPORATION  FORMS  AND  PRECEDENTS. 

payable  semi  annually  to  date  of  redemption;  also   shares  of 

the  capital  stock  of  The Corporation,  evidenced  liy  Certificate 

No ,  now  standing  in  the  name  of ,  having  been  deposited 

as  collateral  security  for  said  note. 

The  amount  bid   for  the  said  shares  of  stock  was    Dollars 

($ )   per  share;   the  amount  bid  for  the  First   Mortgage  Collateral 

Trust  Bonds  was per  cent.  ( %)  of  their  par  value.    The  sale 

was  conducted  by  Messrs ,  Auctioneers,  at  the  Sales  Room 

aforesaid. 

Yours  respectfully, 

(The  above  form  may  be  used  where  the  contract  of  pledge  does  not 
waive  notice  of  sale  of  the  pledged  securities  on  default.) 

See  as  to  the  remedies  of  a  pledgee  when  the  debt  secured  by  the  pledge 
is  not  paid,  Cook  on  Corporations,  §§  476-479;  Clark  &  M.,  Corp.,  §  622. 

Form  1345. 

PUBLISHED  NOTICE  TO  STOCKHOLDERS  OF   OFFER 
TO  BUY  STOCK  UNDER  TERMS   OF 
DEPOSIT  AGREEMENT. 

To  the  Stockholders  of  the  South  Side  Elevated  Railway  Co.,  Metropolitan 

West   Side   Elevated   Railway   Co.,   and   Northwestern   Elevated   Railroad 

Co.: 

has  filed  with  the    Bank  of  New  York  and 

the    Trust   and   Savings   Bank,   as   depositaries,   an   offer   to 

purchase  on  the  terms  and  conditions  therein  set  forth  and  subject  to 
the  terms  and  conditions  therein  set  forth  and  subject  to  the  terms  and 
conditions  of  a  certain  deposit  agreement  in  said  offer  mentioned,  all  the 
outstanding  stocks,  preferred  and  common,  of  the  above  mentioned  elevated 
railroad  companies  at  the  following  prices  per  share  payable  in  cash 
if  and  when  said  offer  and  agreement  shall  be  declared  to  be  operative  in 
accordance  with  the  provisions  thereof,  namely: 

South  Side  Elevated  Railroad  Co.,  $75.00. 

Metropolitan   West  Side   Elevated  Rwy.   Co.   preferred   stock,   $75.00. 

Metropolitan  West  Side  Elevated  Rwy.  Co.  common  stock,  $27.50. 

Northwestern  Elevated  Railroad  Company  preferred  stock,  $70.00. 

Northwestern    Elevated    Railroad   Company   common    stock,    $30.00. 

Holders  of  such  stocks  desiring  to  become  parties  to  said  deposit  agree- 
ment  and   thereby   to   avail   themselves   of   said   offer   may   do   so   only   by 

depositing  their  certificates  in  form  for  transfer  in  blank,  with  the 

Bank  of  New  York  in  the  City  of  New  York  as  depositary,  or  with 

Trust  and  Savings  Bank  in  the  city  of  Chicago  as  depositary,  receiving 
in  return  therefor  a  certificate  of  deposit  as  in  said  agreement  provided. 

Each  depositor  may  elect  to  apply  thirty  per  centum  (30%)  of  the  cash 
payable  to  him  under  said  offer  to  the  purchase  of  preferred  and  common 
participation  shares  of  a  voluntary  association  formed  for  the  i)urpose 
of  acquiring  the  deposited  stocks  at  the  rate  of  one  preferred  share  and 
four-fifths  of  a  common  share  for  the  price  of  one  hundred  dollars  ($100.00). 

For  example:  Tn  case  the  offer  shall  be  declared  effective  as  in  said 
agreement  provided  a  person  depositing  one  hundred    (100)   shares  of  the 


SALE  AND  PLEDGE  OF  SECURITIES.  933 

preferred  stock  of  the  Metropolitan  West  Side  Elevated  Kailway  Co.  will 
be  entitled  to  receive  seventy-five  hundred  dollars  ($7,500)  in  cash  or,  if 
he  shall  exercise  the  election  aforesaid  he  will  be  entitled  to  receive  fifty- 
two  hundred  and  fifty  dollars  ($5,250)  in  cash  together  with  twenty-two 
and  one-half  (221^)  of  the  new  preferred  shares  and  eighteen  (18)  of 
the  new  common  shares.  Each  of  the  new  preferred  and  common  par- 
ticipation shares  will  be  expressed  to  be  of  the  par  value  of  one  hundred 
dollars  ($100)  each. 

l)ei)Osits  must  be  made  prior  to  July   1,   1911. 

The  undersigned  are  now  prepared  to   receive  deposits  under  the  above 

mentioned   oflfer   and   deposits  agreement   with   the    Bank   of 

New  York  and   . Trust  and  Savings  Bank. 

[Signed]  


Committee. 
Form  1346. 

STOCKHOLDERS'  DEPOSIT  AGREEMENT  UNDER 
PRECEDING  OFFER  TO  BUY  STOCK. 

Agreement,  made  as  of  this  22nd  day  of  May,  1911,  between 

as  j)arty  of  the  first  part,  and  such  of  the  holders  of  the  shares  of  the 
capital  stocks,  respectively,  of  the  South  Side  Elevated  Railroad  Company, 
the  Metropolitan  West  Side  Elevated  Railway  Company  and  the  North- 
western Elevated  Railroad  Company,  each  a  corporation  of  Illinois,  as 
may  by  signature  hereto,  or  by  deposit  of  the  certificates  for  the  shares 
of  stock  of  either  of  said  companies  held  by  them  respectively  as  in  this 
Agreement  provided,  become  parties  to  this  Agreement  (which  said  hold- 
ers so  accepting  and  depositing  are  hereinafter  termed  Depositors),  parties 

of  tlie  second  part,  and  the Bank  of  New  York,  a  national 

banking  corporation,   and  the    Trust  and   Savings  Bank,   an 

Illinois  corporation,  jointly  as  Depositaries  (hereinafter  termed  the  De- 
positaries), parties  of  the  third  part: 

1.     The  said    hereby  has   promulgated   a   conditional   offer 

to  purchase  all  the  outstanding  shares  of  the  capital  stock  (preferred  and 
common)  of  the  above-named  elevated  railroad  companies  respectively 
which  may  be  deposited  under  and  subject  to  the  terms  and  conditions 
of  this  Agreement,  and  to  pay  for  same,  if  and  when  the  said  offer  and 
this  Agreement  shall  be  declared  operative  and  effective  as  herein  pro- 
vided, the  following  respective  sums  in  cash  therefor: 

(a)  For  each  share  of  the  $10,231,400  par  value  of  the  outstanding 
stock  of  the  South  Side  Elevated  Railroad  Company  (hereinafter  called 
the   South   Side   Company),   $75; 

(b)  For  each  share  of  the  $8,707,900  par  value  of  the  outstanding 
preferred  stock  of  the  Metropolitan  West  Side  Elevated  Railway  Com- 
pany  (hereinafter  called  the  Metropolitan  Company),  $75; 

(c)  For  each  share  of  the  $7,464,100  par  value  of  the  outstanding  com- 
mon stock  of  the  Metropolitan  Company,  $27.50; 

(d)  For  each  share  of  the  $4,944,400  paT  value  of  the  outstanding 
preferred  stock  of  the  Northwestern  Elevated  Railroad  Company  (herein- 
after called  the  Northwestern  Company),  $70;  and 


934   CORPORATION  FORMS  AND  PRECEDENTS. 

(e)  For  each  share  of  the  $4,947,100  par  vahie  of  the  outstanding 
common   stock   of  the   Northwestern   Company,   $30. 

Stock  trust  certificates  issued  by  the  Voting  Trustees  under  a  certain 
Voting  Trust  Agreement,  dated  March  first,  1900,  concerning  the  shares 
of  preferred  stock  and  common  stock  of  the  Northwestern  Elevated  Kail- 
road  Company  therein  mentioned,  shall  be  taken  as  the  equivalent  of  the 
number  of  shares  of  the  preferred  stock  or  of  the  common  stock  (as  the 
case  may  be)  of  the  said  Northwestern  Elevated  Eailroad  Company  in 
said  stock  trust  certificates  specified,  and  be  included  in  any  terms  em- 
ployed in  this  Agreement  referring  to   shares  of  stock   of  said  Company. 

A  copy  of  said  offer  is  hereto  annexed  and  made  a  part  hereof. 

2.  This  Agreement  shall  be  signed  by  the  parties  of  the  first  and 
third  parts  in  duplicate,  and  one  of  said  duplicates  shall  be  deposited 
with  each  of  the  Depositaries. 

3.  The  parties  of  the  second  part  hereby  severally  assent  to  and  accept 
this  Agreement  and  each  and  every  provision  thereof. 

4 and and  their  several  and 

respective  successors  (hereinafter  termed  the  Committee),  are  hereby  ap- 
pointed and  constituted  to  act  as  a  Committee  in  charge  of  the  matters 
in  this  Agreement  provided  for  with  the  powers  herein  set  forth. 

5.  Holders  of  shares  of  stock  of  said  South  Side  Company,  of  said 
Metropolitan  Company,  and  of  said  Northwestern  Company  may  become 
parties  to  this  Agreement,  by  depositing  the  certificates  for  their  said 
shares  of  stock  with  one  of  the  Depositaries,  or  with  such  agency  as  the 
Depositaries  may  designate  in  writing,  upon  the  terms  and  conditions  and 
in  the  manner  in  this  Agreement  stated.  Such  deposits  must  be  made 
prior  to  July  1,  1911,  or  within  such  extended  time  or  times  as  may  here- 
after be  fixed  by  the  Committee. 

The  deposit  of  any  such  stock  certificates  with  either  of  the  Depositaries, 
in  the  manner  and  within  the  time  above  mentioned  and  provided  for, 
shall  constitute*  the  respective  Depositors  parties  of  the  second  part  to 
this  Agreement  with  the  same  force  and  effect  as  if  they  had  subscribed 
to  this  Agreement  and  affixed  their  seals  thereto,  and  they  shall  thereby 
become  entitled  to  all  the  benefits  of  this  Agreement  and  be  bound  by 
and  subject  to  all  the  terms  and  provisions  thereof.  Each  Depositor  must 
deposit  the  said  stock  certificates  (hereinafter  termed  the  deposited  stock), 
in  such  form  as  to  be  transferable  to  bearer,  and  thereafter  on  demand  of 
the  Committee  or  of  either  of  the  Depositaries,  execute  such  assignments 
and  powers  of  attorney  as  the  Committee  shall  deem  necessary  or  proper 
to  more  fully  effectuate  the  transfer  of  such  stock  certificates. 

Each  Depositor  upon  depositing  any  stock  hereunder  will  receive  a  certi- 
ficate of  deposit  in  form  as  the  Depositaries  may  approve,  signed  by  the 
Depositary  with  whom  such  deposit  shall  be  made,  designating  and  speci- 
fying the  shares  of  stock  so  deposited;  and  the  holders  of  such  certificates 
of  deposit  shall,  if  and  when  the  said  offer  shall  be  declared  to  be  effective 
and  operative  and  upon  surrender  of  their  certificates  of  deposit,  be 
entitled,  subject  to  the  provisions  of  this  Agreement,  to  receive  without 
charge  or  expense,  the  cash,  or  the  cash  and  securities,  herein  provided  to 
be  paid  and  distributed  to  them. 

The  transfer  books  of  the  Depositaries  shall  be  closed  for  such  period 
or  periods  as  shall  from  time  to  time  be  determined  by  the  Depositaries 


SALE  AND  PLEDGE  OF  SECURITIES.  935 

or  the  Committw,  and  notice  of  such  closinj,'  shall  be  given  for  such  time 
and  in  such  maimer  as  the  Depositaries  or  the  Committee  may  determine. 

The  interest  represented  by  the  respective  certificates  of  deposit  and  all 
rights  by  virtue  thereof,  shall  be  transferable,  subject  to  the  terms  and 
conditions  of  this  Agreement,  by  assignment  and  delivery  of  the  respective 
certificates  of  deposit  under  and  in  compliance  with  such  regulations  as 
the  Depositaries  may  prescribe,  and  the  transferees  of  such  certificates 
shall  by  their  acceptance  of  the  same  become  substituted  in  place  of  the 
former  holders  and  become  in  all  respects  parties  to  and  subject  to  this 
Agreement.  Upon  the  surrender  of  any  such  certificate  duly  indorsed  to 
the  Depositary  which  issued  the  same,  a  new  certificate  will  be  issued  by 
such  Depositary  to  the  transferee  under  such  rej^'ulations  as  the  De[iosi- 
taries  may   prescribe. 

The  term  Depositors,  whenever  used  herein,  is  intended  and  shall  be 
construed  to  include  not  only  persons  acting  in  their  own  right,  but  also 
trustees,  committees,  guardians,  agents  and  all  persons  acting  in  a  re[)re- 
sentative  or  fiduciary  capacity  and  those  represented  by  or  claiming  under 
them,  and  partnerships,  associations,  joint  stock  companies  and  corporations. 

The  record  holder  of  each  certificate  of  deposit,  may  by  the  said , 

the  Conunittee  and  the  Depositaries,  and  each  of  them,  be  takin  and 
deemed,  for  all  purposes,  to  be  the  sole  Depositor  in  respect  of  the  deposited 
stock  represented  by  such  certificate  of  deposit  and  the  absolute  owner 
of    said   certificate   of   deposit    and   of   the    interests    represented   thereby, 

and  neither  the  said ,  nor  the  Committee,  nor  the  Depositaries, 

shall  be  affected  by  any  notice  to  the  contrary. 

Each  Depositary  shall  have  authority  to  cause  all  or  any  portion  of 
the  stock  deposited  with  it  to  be  transferred  into  its  name  or  into  the 
name  of  its  nominee,  provided  that  prior  to  the  date  on  which  the  above 
mentioned  offer  shall  be  declared  to  be  operative  and  effective,  no  stock 
represented  by  any  Certificate  of  Deposit  shall  be  transferred  to  either 
of  the  Depositaries  or  its  nominee,  unless  such  Certificate  of  Deposit  shall 
theretofore  have  been  transferred  of  record  in  whole  or  in  part.  Any 
dividends  received  by  either  of  the  Depositaries  or  by  its  nominee  on  or 
because  of  any  shares  of  stock  thus  transferred  to  it  or  him,  and  which 
shall  be  paid  prior  to  the  date  on  which  the  above  mentioned  offer  shall 
be  declared  to  be  operative  and  effective,  shall,  upon  the  receipt  thereof 
by  such  Depositary  or  its  nominee,  be  paid  by  such  Depositary  to  the  then 
record  holder  of  the  Certificate  of  Deposit  issued  in  respect  of  the  stock 
on  or  on  account  of  which  such  dividend  may  have  been  paid.  All  stock 
transferred  to  the  name  of  either  of  the  Depositaries  or  its  nominee  shall 
be  held  and  disposed  of  by  it  or  him  in  trust  for  the  benefit  of  the  persons 
who  shall  become  entitled  thereto  under  the  terms  and  provisions  of  this 
Agreement. 

6.     Said    and   the   Committee   undertake   in   good   faith   to 

promote  the  consummation  and  effectuation  of  this  Agreement;  but  it  is 
expressly   understood   that   neither   he   nor  any   member   of   the   Committee 

assumes  any  responsibility  for  its  success.     Neither  the  said  

nor  any  member  of  the  Committee,  nor  any  representative  selected  by  the 

said    or   by   the   Committee,    shall   be   held    or   in   any   way 

deemed  responsible,  in  any  manner,  for -any  act  done,  or  for  any  failure 
to  act,   or   for   any   omission  or   neglect,   nor   for  the  acts,   or   failures  to 


936   CORPORATION  FORMS  AND  PRECEDENTS. 

act  or  omission  or  neglect,  of  any  other  member,  or  of  any  counsel,  substi- 
tute, or  other  agency  selected  by  the  said  or  by  the  Com- 
mittee  in   good   faith,   the   said    and   the   members   of   said 

Committee    and   such    representative    being   only   liable    each   for    his    own 

individual   bad    faith.      Neither   the    said    nor    any   member 

of   the    Committee    shall    be    in    an^Tvise    liable   because    of    the    aforesaid 
offer  or  the  promulgation  thereof  except  only  in  case  the  same  is  declared 
to  be  operative  and  effective  by  the  Committee  as  herein  provided,  and 
then  only  as  and  to  the  extent  in  this  Agreement  provided. 
7.     The  Committee  shall  have  power: 

(a)  In  its  discretion,  from  time  to  time,  to  extend  the  time  within  which 
the  holders  of  any  of  the  aforementioned  stocks,  or  any  class  or  part 
thereof,  may  deposit  the  same  and  become  parties  to  this  Agreement,  and 
in  connection  therewith  to  impose  such  terms  and  conditions  as  it  shall 
see  fit,  including  the  making  of  a  cash  payment  as  a  condition  to  the 
privilege  of  availing  of  any  extension  or  extensions; 

(b)  To  provide  that  any  member  thereof  may,  with  the  approval  of 
the  other  members,  act  and  vote  by  proxy; 

(e)  To  prescribe  the  form  and  terms  of  any  new  securities  wMch 
the  Committee  may  determine  or  direct  to  be  issued; 

(d)  To  declare  the  aforesaid  offer  and  this  Agreement  operative  if 
and  when  the  Committee  shall,  in  its  discretion,  deem  that  the  amount  of 
the  deposited  stock  is  sufficient  to  warrant  such  declaration,  and  the 
declaration  of  the  Committee  shall  be  final  and  conclusive  upon  all  parties 
hereto;  and  upon  the  filing  with  either  of  the  Depositaries  of  such  declara- 
tion by  the  Committee,  the  aforesaid  offer  of  the  said and  the 

deposits  made  under  this  Agreement  shall  become  and  be  effectual  con- 
tracts on  the  part  of  the  said to  purchase,  and  on  the  part  of  the 

said  Depositors  to  sell,  the  deposited  stock  at  the  prices  and  on  the 
terms  in  the  said  offer  and  in  this  Agreement  set  forth; 

(e)  To  provide,  after  the  making  of  said  declaration,  if  and  when 
the  Committee  sees  fit  and  upon  such  terms  as  it  shall  prescribe,  for  the 
acceptance  of  the  said  offer  by  holders  of  any  of  the  aforementioned 
stocks  not  deposited  prior  to  such  declaration,  and  for  the  payment  to 
such  admitted  Depositors  of  the  amounts  to  which,  they  may  be  entitled 
under  said  offer; 

(f)  To  carry  out  and  effectuate  this  Agreement  in  whatever  manner 
the  Committee  shall  at  the  time  deem  most  expedient,  and,  generally,  to 
make  and  determine  all  arrangements  and  things  which  in  its  judgment 
are  necessary  or  expedient  to  carry  out  this  Agreement ; 

(g)  To  construe  this  Agreement.  Any  such  construction  by  the  Com- 
mittee or  any  action  under  any  such  construction  made  or  taken  in  good 
faith  shall  be  final  and  conclusive.  Also  to  supply  any  defect  or  omission 
of  or  in  this  Agreement  or  to  reconcile  inconsistencies  in  it  in  such  man- 
ner and  to  such  extent  as  shall,  in  the  opinion  of  the  Committee,  be 
necessary  or  expedient  to  carry  out  the  same  properly  and  effectively,  and 
the   Committee   shall   be  the  sole   judge   of  such  necessity   or   expediency; 

(h)  From  time  to  time  to  make  such  modification  of  this  Agreement 
as  it  shall  consider  necessary  or  expedient;  provided  that  no  such  change 
or  modification  shall  be  made  which  will,  in  the  opinion  of  the  Committee 
or    pf   either   of   the   Depositaries,    in    a    material    or    substantial   manner. 


SALE  AND  PLEDGE  OF  SECURITIES.  937 

injuriously  affect  the  interest  of  any  Depositor,  The  Committee  may  at 
any  time  by  resolution  declare  that  it  will  not  thereafter  change  or  modify 
this  Agreement  in  the  respects  mentioned  in  such  resolution;  and  there- 
upon and  thereafter  no  change  or  modification  shall  be  made  in  this  Agree- 
ment in  the  resjjects  thus  mentioned; 

(i)  To  act  by  any  sub-committee  and  agents  and  to  delegate  any 
authority   as   well   as   discretion   to   any   such   committee   or   agent ; 

(j)  In  case  of  the  resignation  of  either  of  the  Depositaries  to  appoint 
a   successor  to   such  Depositary. 

In  the  event  of  the  resignation,  death  or  inability  to  act  of  any  member 
of, the  Committee,  the  vacancy  so  caused  shall  be  filled  by  the  remaining 
members  of  the  Committee. 

8.  This  Agreement  and  the  above-mentioned  offer  shall  become  opera- 
tive and  effective  only  by  and  upon  the  written  declaration  to  that  effect 
subscribed  by  the  Conmiittee,  and  the  filing  thereof  with  one  of  the 
Depositaries.  After  the  making  of  such  declaration  the  Committee  shall, 
in  all  matters  connected  with  the  execution  and  consummation  of  this 
Agreement,  have  every  right  and  power  which  any  Depositor  would  or 
could  have  or  exercise,  in  respect  of  the  deposited  stock,  if  personally 
present  and  acting  in  respect  of  or  concerning  the  deposited  stock  repre- 
sented by  the  certificate  of  deposit  held  by  such  Depositor  or  certificate 
holder;  and  after  such  declaration  each  and  every  Depositor  and  certificate 
holder  hereby  constitutes  and  appoints  the  Committee  his  true  and  lawful 
attorney,  irrevocably,  with  full  power  of  substitution,  for  him  and  in 
his  name,  place  and  stead,  to  do  any  and  all  acts  of  any  nature  within 
the  purview  of  this  Agreement  which  said  Committee,  in  its  discretion, 
may  deem  necessary  or  expedient  in  order  to  fully  effectuate  and  accom- 
plish the  purposes  of  this  Agreement;  hereby  ratifying  and  confirming 
nil  or  any  acts  or  things  that  such  Committee  may  do  by  virtue  hereof. 
Each  Depositary  having  on  deposit  hereunder  Stock  Trust  Certificates 
representing  stock  of  Northwestern  Elevated  Railroad  Company,  or  having 
on  deposit  certificates  of  the  stock  of  the  Northwestern  Elevated  Railroad 
Company,  is  hereby  authorized  by  the  Depositors  thereof,  with  the  ap- 
proval of  the  Committee,  to  consent  to  and  approve  the  making  of  a 
mortgage  or  deed  of  trust  by  said  Company  securing  an  issue  of  bonds 
for  the  purpose  of  refunding  and  paying  its  present  obligations  and  for 
other  corporate  purposes,  and  the  issue,  sale  and  negotiation  of  such  bonds, 
and  to  that  end  to  consent  to  and  approve  of  any  action  by  the  Voting 
Trustee  under  the  said  Trust  Agreement  hereinbefore  referred  to,  such 
mortgage  or  deed  of  trust  to  secure  bonds  for  such  an  amount,  running 
for  such  time,  bearing  such  rate  of  interest  and  containing  such  terms, 
conditions  and  provisions  as  shall  be  approved  by  the  Directors  of  said 
Company. 

9.  If  the  said  offer  and  this  Agreement  shall  be  declared  by  the  Com- 
mittee to  be  operative  and  effective,  the  Committee  and  said will, 

subject  to  the  other  provisions  of  this  paragraph  9,  cause  all  the  stock 
deposited  hereunder  to  be  transferred  to  and  acquired  by  a  Corporation 
or  voluntary  association,  or  association  of  trustees  (hereinafter  called 
the  "New  Company"),  to  be  organized,  created,  or  formed  at  the  instance 
of  the  Committee,  with  authority  to  issue  participation  shares,  the  first 
or  initial  issue  of  which  shall  be  four  hundred  and  ten  thousand   (410,000) 


938      CORPORATION  FORMS  AND  PRECEDENTS. 

participation  shares,  expressed  to  be  of  the  par  vahie  of  One  Hundred 
Dollars  each,  of  which  one  hundred  and  sixty  thousand  (160,000)  shall  be 
six  per  cent,  cumulative  preferred  shares,  and  two  hundred  and  fifty 
thousand  (250,000)  shall  be  common  sh-ires.  The  holder  of  each  certifi- 
cate of  deposit  issued  hereunder  shall  have  the  right  to  elect  to  take  and 
receive,  in  lieu  of  thirty  per  centum  of  the  cash  payable  to  him  under 
the  aforesaid  cash  offer,  preferred  and  common  shares  of  the  New  Com- 
pany on  the  basis  that  will  give  to  such  holder,  for  each  One  Hundred 
Dollars  ($100)  of  said  thirty  per  centum,  one  preferred  share  and  four- 
fifths  of  a  common  share,  such  election  to  be  made  by  a  writing  filed  with 
the  Depositary  which  issued  such  certificate  of  deposit  at  any  time  between 
the  date  of  such  issue  and  the  expiration  of  ten  days  after  the  Committee 
shall  have  declared  said  offer  and  this  Agreement  to  be  operative  and 
effective.  Immediately  after  the  Committee  shall  have  declared  the  afore- 
said offer  and  this  agreement  to  be  operative  and  effective,  it  shall  cause 
notice  of  such  declaration  to  be  published  once  in  a  daily  newspaper  in 
the  City  of  Chicago  and  once  in  a  daily  newspaper  in  the  City  of  New  York. 

Within  twenty  days  after  the  aforesaid  offer  and  this  Agreement  shall 
be  declared  operative  and  effective,  the  Committee  shall  cause  to  be  deliv- 
ered to  the  Depositaries  (a)  the  participation  shares  and  cash  distribu- 
table and  payable  to  the  Depositors  who  shall  have  exercised  the  election 
aforesaid,  and  (b)  the  cash  payable  under  the  terms  of  said  offer  and 
this  Agreement  to  the  Depositors  who  shall  not  have  exercised  the  election 
aforesaid.  Deliveries  as  aforesaid  of  cash  and  participation  shares  shall 
be  made  to  each  of  the  Depositaries  in  such  amounts  as  will  enable  it  to 
make  distribution  to  the  holders  of  the  certificates  of  deposit  issued  by 
such  Depositary.  As  soon  as  practicable  thereafter  the  Dej^ositary  receiv- 
ing such  cash  and  participation  shares  shall  pay  over  and  distribute  the 
same  to  the  Depositors,  respectively,  according  to  their  respective  rights 
thereto  under  said  offer  and  this  Agreement,  upon  the  surrender  of  their 
respective  certificates   of  deposit. 

After  the  aforesaid  offer  and  this  Agreement  shall  have  been  declared 
operative  and  effective  as  aforesaid,  and  the  Committee  shall  have  either 
delivered  to  the  Depositaries  the  cash  and  participation  shares  which  the 
Depositors  are  entitled  to  receive,  or  shall  have  agreed  to  make  and  shall 
have  secured,  such  delivery  under  arrangements  satisfactory  to  Deposi- 
taries, then  the  Depositaries,  and  each  of  them,  shall  forthwith  transfer 
and  deliver  all  deposited  stock  upon  and  in  accordance  with  the  written 
directions  of  the  Committee.  All  dividends  which  may  be  paid  to  the 
Depositaries  or  either  of  them  on  any  of  the  deposited  stock  after  the 
aforesaid  offer  shall  have  been  declared  operative  and  effective,  shall  be 
transferred  and  delivered  upon  and  in  accordance  with  the  written  direc- 
tions of  the  Committee,  provided,  and  it  is  expressly  agreed  by  the  parties 
in  interest,  that  after  the  aforesaid  offer  is  declared  operative  and  effective, 
the  South  Side  Elevated  Eailroad  Company  may  declare  and  pay,  on  its 
stock,  a  special  or  extra  dividend  of  not  more  than  six  per  cent  (6%), 
and  that  so  much  of  said  dividend  as  shall  be  received  by  either  of  the 
Depositaries  or  its  nominee  on  account  of  stock  transferred  of  record  to 
such  Depositary  or  nominee,  shall,  when  received,  be  distributed  by  it  or 
him  to  i the  holders  of  outstanding  Certificates  of  Deposit  issued  by  such 
Depositary  representing  such  stock. 


SALE  AND  PLEDGE  OF  SECURITIES.  939 

10.  lu  case  the  aforesaid  offer  an.i  this  Agreement  shnll  not  he  deflareil 
operative  by  the  Committee,  as  aforesaid,  on  or  before  January  1,  1912, 
or  in  case  the  ConMnittee  shall  before  that  date  declare  the  said  offer  and 
this  Agreement  abandoned  (as  it  shall  have  the  right  to  do),  then  each 
of  the  Depositaries  shall,  upon  demand  by  the  hobler  of  any  certificate 
of  deposit  issued  by  it,  and  upon  surrender  of  the  same,  deliver  to  such 
holiier,  or  upon  his  order,  the  certificates  of  stock  represented  by  such 
certificate  of  deposit;  and  such  delivery  shall  be  without  any  charge 
whatever  against  such  Depositor  or  his  deposited  stock  under  or  by  reason 
of  this  Agreement. 

11.  In  no  event  is  any  claim  to  be  made  against  any  Depositor  or 
holder  of  any  certificate  of  deposit,  or  enforced  by  way  of  lien,  or  other- 
wise, against  any  of  the  deposited  stock  for  which  such  certificate  shall 
have  been  issued,  for  or  on  account  of  the  charges  or  expenses  of  the 
Depositaries  or  the  Committee.  The  compensation  of  the  Committee  and 
of  the  Depositaries  and  all  expenses  of  the  Committee  and  of  the  Deposi- 
taries and  of  said    ,  in  connection  with  the   carrying  out  of 

this  Agreement,  are  to  be  paid  by  the  new  Company. 

The  accounts  of  the  Depositaries  and  of  the  Committee  shall  be  filed 

■with  the  said and  when  approved  by  said  ,  and 

until  disapproved  by  said  ,  shall  be  conclusive  ou  all  parties. 

The  opinion  or  direction  or  approval  of  the  Committee  expressed  in 
writing,  shall,  anything  in  this  Agreement  to  the  contrary  notwithstanding, 

be  a  full  and  complete  justification  to  the  said   and  to  each 

of  the  Depositaries  for  any  action  taken  or  omitted  to  be  taken  according 

to   such   opinion,   direction,   or   approval.      Neither   said    nor 

either  of  the  Depositaries  shall  incur,  or  be  deemed  to  incur,  any  liability 
by  acting  upon  any  deposited  security  or  other  security,  signature,  docu- 
ment or  paper  believed  by  him  or  it  to  be  genuine,  nor  for  any  other 
act  done,  or  for  any  failure  to  act,  or  for  any  omission  or  neglect,  except 
for  intentional  bad   faith. 

12.  The  provisions  and  benefits  of  this  Agreement  shall  be  confined 
strictly  to  the  parties  thereto  in  accordance  with  the  terms  and  provisions 
thereof,  and  no  part  of  this  Agreement  shall  be  construed  to  create  any 
trust,  right  or  obligation  to  or  in  favor  of  any  person  or  corporation 
whatever  other  than  the  Depositaries,  the  Committee  and  the  holders 
from  time  to  time  of  certificates  of  deposit  issued  by  the  Depositary,  or 
by  its  authority. 

This  Agreement  shall  be  deemed,  according  to  its  terms,  to  bind  and 
benefit  the  several  parties  thereto,  their  and  each  of  their  survivors,  exe- 
cutors, administrators  and   assigns. 

Whenever  the  "Agreement"  is  referred  to  herein,  it  shall  be  deemed 
to  include  every  modification  of  the  same  made  as  herein  provided. 

In  Witness  Whereof,  the  party  of  the  first  part  has  hereto  set  his 
hand  and  seal,  the  parties  of  the  third  part  have  each  caused  its  corporate 
seal  to  be  hereto  affixed  and  attested  by  its  Secretary,  and  these  presents  to 
be  signed  by  its  President  or  one  of  its  Vice-Presidents,  and  the  parties 
of  the  second  part  have  become  parties  hereto,  either  by  subscription   of 


940   CORPORATION  FORMS  AND  PRECEDENTS. 

their  iiainos  hereto  or  a  copy  hereof — or  by  deposit  of  certificates  of  stock 
as  herein  jtrovided — all  as  of  the  dav  and  year  first  above  written. 

••• [I-   S.] 

Bank  of  New  York,  as  Depositary, 

By   ,  President. 

Attest: 

..." ,    Cashier. 

[SealI 

Trust  and  Savinjjs  Bank,  as  Depositary, 

By    ,  I'resident. 

Attest : 

,  Secretary. 

[SK;VL] 

See  Form  1345,  supra. 

Form  1347. 

COPY  OF  OFFER  TO  PURCHASE,  REFERRED  TO,  IN 
ABOVE  AGREEMENT. 

To  the  Stockholders  of  the  South  Side  Elevated  Eailroad  Company, 
Metropolitan  West  Side  Elevated  Railway  Company,  and  Northwestern 
Elevated  Eailroad  Company: 

hereby   offers   to  purchase   all   the   outstanding  shares 

of  the  capital  stock,  preferred  and  common,  of  the  above-named  cor- 
porations respectively,  which  may  be  deposited  hereunder  and  under 
the  Agreement  hereinafter  mentioned,  and  if  this  offer  shall  be  declared 
to  be  operative  and  effective  as  in  said  Agreement  provided,  to  pay 
for  such  deposited  stock  as  follows: 

(a)  For  each  share  of  the  $10,231,400  par  value  of  the  outstanding 
stock  of  the  South  Side  Elevated  Railroad  Company,  $75; 

(b)  For  each  share  of  the  $8,707,900  par  value  of  the  outstanding 
preferred  stock  of  the  Metropolitan  West  Side  Elevated  Railway  Com- 
^lany,  $75; 

(c)  For  each  share  of  the  $7,464,100  par  value  of  the  outstanding 
common  stock  of  the  Metropolitan  West  Side  Elevated  Railway  Com- 
pany, $27.50; 

(d)  For  each  share  of  the  $4,944,400  par  value  of  the  outstanding 
preferred  stock  of  the  Northwestern  Elevated  Railroad  Company,  $70; 
and 

(e)  For  each  share  of  the  $4,947,100  par  value  of  the  outstanding 
common   stock   of   the   Northwestern    Elevated    Railroad    Company,    $30. 

The   above   offer   is   made   subject   to   the   terms   and   conditions    of   a 

certain  Deposit  Agreement  dated  May  22,  1911,  between    

as  party  of  the  first  part  and  such  of  the  holders  of  shares  of  stock  of 
the  South  Side  Elevated  Railroad  Company,  the  Metropolitan  West 
Side  Elevated  Railway  Company  and  the  Northwestern  Elevated  Rail- 
road Company  as  may  by  signature  to  said  Agreement  or  by  deposit 
of  shares  of  stock  of  either  of  said  companies  as  in  said  Agreement 
provided,  become  parties  to  said  Agreement  and  who  may  comply  with 
the  terms  and  conditions  of  the  said  Agreement  specified  in  respect 
of  depositors  thereunder,  as  parties  of  the  second  part,  and  the   


SALE  AND  PLEDGE  OF  SECURITIES.  941 

Bank  of  New  York  and  Trust  and  Savings  Bank,  as  De- 
positaries, as  parties  of  the  third  part,  a  copy  of  which  Deposit  Agree- 
ment is  on  file  with  each  of  the  Depositaries,  and  which  Agreement 
is  hereby  m,ade  a  part  hereof. 

All  stock  acquired  under  this  offer  will  be  transferred  to  a  corpora- 
tion or  voluntary  association,  or  association  of  trustees,  having  author- 
ity to  issue  participation  shares,  the  first  or  initial  issue  of  which 
shall  be  four  hundred  and  ten  thousand  (410,000)  participation  shares, 
expressed  to  be  of  the  par  value  of  One  Hundred  Dollars  each,  of  which 
one  hundred  and  sLxty  thousand  (160,000)  will  be  six  per  cent,  cumula- 
tive preferred  shares,  and  two  hundred  and  fifty  thousand  (250,000) 
will  be  common  shares;  and  each  Depositor  whose  stock  is  acquired 
shall  have  the  right  to  elect  to  take  and  receive,  in  lieu  of  thirty  per 
centum  of  the  cash  payable  to  him  under  the  aforesaid  cash  offer, 
preferred  and  common  shares  of  such  corporation  or  association,  on  the 
basis  that  will  give  to  him,  for  each  One  Hundred  Dollars  ($100)  of 
said  thirty  per  centum,  one  preferred  share  and  four-fifths  of  a  com- 
mon share,  such  election  to  be  madc^  as  provided  in  said  Deposit  Agree- 
ment. 

Holders  of  stock  in  any  of  said  companies  who  may  desire  to  become 
parties  to  said  Agreement  and  thereby  to  avail  themselves  hereof,  may 
do  so  only  by  depositing  their  certificates,  in  form  for  transfer  in  blank, 

with  the   Bank  of  New  York,  in  the  City  of  New  York,  as 

Depositary,   or   with   the    Trust   and   Savingr   Bank,   in   the 

City  of  Chicago,  as  Depositary,  receiving  in  return  therefor  a  cer- 
tificate of  deposit  as  in  said  Agreement  provided. 

Such  deposits  must  be  made  prior  to  July  1,  1911,  or  within  such 
time  as  may  hereafter  be  fixed  or  be  extended  or  limited  by  the  Com- 
mittee  in   said   Agreement   mentioned. 

Stock  trust  certificates  issued  by  the  Voting  Trustees  under  a  certain 
Voting  Trust  Agreement,  dated  March  first,  1900,  concerning  the  shares 
of  preferred  stock  and  common  stock  of  the  Northwestern  I^levated 
Railroad  Company  therein  mentioned,  shall  be  taken  as  the  equivalent 
of  the  number  of  shares  of  the  preferred  stock  or  of  the  common  stock 
(as  the  case  may  be)  of  the  said  Northwestern  Elevated  Railroad  Com- 
pajiy  in  said  stock  trust  certificates  specified. 

Dated  May  22,  1911. 

Referring  to  the  above,  the  undersigned  Depositaries  are  now  pre- 
pared to  accept  deposits  of  stock  certificrtes  on  the  terms  and  condi- 
tions above  set  forth  and  referred  to. 

Bank  of  New  York, 

Depositary, 

By 

President. 

Trust  & 

Savings  Bank, 
Depositary, 

By  

President. 


CHAPTER  XVII. 

UNDERWRITING    CORPORATE    STOCKS 
AND  SECURITIES. 

Form  1348. 

OFf  ER  ADDRESSED  TO  PROMOTER,  TO  UNDERWRITE 
SHARES  IN  COMPANY  TO  BE  FORMED. 

To   (promoter) :  Date    

Sir:  I  understand  that  you  coutemplate  foriiiing  a  company  having 
for    its   primary    object    (set    out    object    shortly),    and    that    the    share 

capital  of  the  company  is  to  be  $ ,  of  which    shares   of 

$ each   are   on   the  formation   of  the  company   to   bo   offered   for 

public   subscription. 

In  consideration  of  your  undertaking  to  form  the  company,  and  that 

the  said    shares   shall   be   offered   for  public   subscription   within 

calendar  months  hereof,  and  that  you  will   do  your  best  to 

procure  that  the  company  when  formed,  and  before  such  offer,  shall 
enter  into  an  underwriting  agreement  with  me  in  the  form  in  the  sched- 
ule hereto  attached  and  marked  Schedule  "A,"  whereby  I  am  to  under- 
write    shares  in  the  above  issue,  and  in  consideration  of  the 

profit  1  shall  thereby  derive,  I  hereby  request  you  to  form  such  com- 
pany, and  on  the  formation  thereof,  I  undertake  to  enter  into  an 
agreement  with  it  in  the  form  scheduled  hereto,  and  should  I  fail  so 
to  do  for  three  days  after  being  applied  to  in  writing  either  by  you 
or  the  company,  I  authorize  you  in  my  name  and  on  my  behalf  either 
yourself  to  enter  into  an  agreement  with  the  company  in  the  form 
scheduled  hereto,  or  to  empower  some  other  person  so  to  do. 

And  I  hereby  declare  that  the  authority  hereby  given  shall  be  irre- 
vocable, provided  that  the   company   be  formed   and   the   shares   offered 

to  the  public  within  the  aforesaid  period  of    calendar  months 

from  the   date  hereof. 


(Signature  of  underwriter.) 

See  generally  as  to  promoters.  Cook  on  Corporations,  §§  157,  15S,  650, 
657,   705-707;    Clark  &   M.,  .Corp.,   §S  99-110. 

See  as  to  underwriting,  Cook  on  Corporations,  §§  15,  52. 

See  for  underwriting  agreement  pursuant  to  reorganization  plan.  Form 
1.369,  post. 

See  Forms   1349,   1351,   1356-1359,   1364,   1372,  post. 

"Underwriting  means  an  agreement,  made  before  the  shares  are  brought 
before  the  public,  that  in  the  event  of  the  public  not  taking  all  the  shares 
or  the  number  mentioned  in  the  agreement,  the  underwriter  will  take  the 
shares  which  the  public  do  not  take."  Cook  on  Corp.,  §14.  See  also 
In  re  Licensed,  etc.  Ass'n.,  L.  R.  42  Ch.  Div.  1;  Shaw  v.  Bentley,  etc  Co, 
68  L.  T.  Rep.  812;  In  re  Bentley,  etc.  Co.,  69  L.  T.  Rep.  204;  In  re  Han- 
nan's,  etc.  Co.,  75  L.  T.  Rep.  45,  2  Ch.  (1896)  643,  where  a  form  of  agree- 
ment is  set  forth  in  full;  Gilbert  v.  Bunnell,  92  N.  Y.  App.  Div.  284, 

942 


UNDERWRITING  CORPORATE  SECURITIES.      943 

Seo  for  construction  of  underwriting  agreements,  Hudson,  etc.  Ry.  v. 
Connor,  95  N.  Y.  App.  Div.  0;  Kirkpatrick  v.  Eastern,  etc.  Co.,  l.'i.o  Fed. 
146,  1.37  Fed.  387;  Electric  etc.  Co.  v.  Prince,  19.3  Mass.  242.  «ee  Warljur- 
ton  V.  Trust  Co.  of  America,   158  Fed.  909. 

An  underwriter  is  a  guarantor,  and  if  the  agreement  of  underwriting  is 
modified  without  his  consent,  he  is  released.  Cook  on  Corp.,  §  14,  citing 
Guardian  Trust  Co.  v.  Peabody,  122  N.  Y.  App.  Div.  648. 

"An  underwriter  may  be  held  liable,  even  though  the  entire  amount  is 
not  underwritten,  there  being  nothing  in  the  agreement  requiring  that." 
Cook  on  Corp.,  §  14,  citing  Knickerbocker  Trust  Co.  v.  Davis,  142  Fed.  587. 

See  for  compelling  underwriting  syndicate  ta  a-ssign  an  interest  therein, 
Gilbert  v.  Bunnell,  92  N.  Y.  App.  Di'v.  284. 

See  for  lial)ility  of  underwriters,  Cook  on  Corp.,  §  52,  and  cases  there 
cited.  Bonds  and  other  securities  may  be  underwritten  as  well  as  shares 
of  stock,  and  underwriting  agreements  for  bonds  have  become  quite  com- 
mon within  recent  years. 

See  for  underwriting  bonds.  Bone  v.  Hayes,  154  Cal.  759. 

See  as  to  relation  of  underwriters  to  each  other  and  their  mutual  rights, 
Runklo  V.  Burrage,  202   Mass.   809. 

See  as  to  rescission  of  underwriting  agreement,  Runkle  v.  Burrage,  202 
Mass.  809.  ^ 

Form  1349. 

UNDERWRITING  AGREEMENT  CONTAINING  APPLICA- 
TION  FOR  ALLOTMENT   OF   SHARES— (SCHEDULE 
"A"  REFERRED  TO  IN  PRECEDING  FORM). 

Date    

To  the  Directors  of  the   Company : 

Gentlemen:      I    hereby   underwrite    shares    of   your    company, 

part  of  the  issue  of   shares  intended  shortly  to  be  offered   for 

public  subscription,  •  on  the  following  conditions,  and  agree  to  accept 
an  allotment  of  such  shares  or  any  less  number  you  may  allot  me  pur- 
suant to  this  agreement,  and  authorize  you  to  place  me  on  the  register 
of  members  in  respect  of  the  shares',  so  allotted,  and  T  undertake  imme- 
diately on  allotment  to  pay  you  the  amounts  due  under  the  terms  of  the 
prospectus  on  application  and  allotment  in  respect  of  the  above  issue, 
and  hereby  declare  that  in  consideration  of  the  commission  hereinafter 
mentioned,  this  application  shall  be  irrevocable  during  the  period  of 
months   as    hereinafter    mentioned. 

The  following  are  the  terms  of  this  application: 

1.  All  allotments,  in  respect  of  applications  by  the  public  are  to  go 
in  relief  of  the  underwriters  pro  rata  in  proportion  to  the  amounts 
underwritten   by  them  respectively. 

2.  I   am   to   receive   a    commission    from    the    company    at    the    rate    of 

per    cent,    on    the    nominal    value    of   the    shares    hereinbefore 

agreed  to   be  underwritten   by   me.     Half   of   such   commission   shall   be 

payable    to    me    in    cash    within    weeks    after    the    issue    of    the 

prospectus,  and  the  remaining  half  shall  be  satisfied  by  the  allotment 
to  me  or  my  nominees,  as  soon  as  the  company  goes  to  allotment,  of 
shares  in  the  capital  of  the  company  to  that  nominal  value  credited  as 
fully  paid  up    (not  being  shares  forming  part  of  the  present  issue). 

3.  I  am  to  be  bound  by  the  prospectus  as  settled  by  the  company  and 
filed,  whatever  its  terms,  provided  that  the  rate  per  cent,  of  the  under- 
writing commission  is  disclosed  therein. 


944   CORPORATION  FORMS  AND  PRECEDENTS. 

•1.     Unless  the  whole  (or shares  at  least)  of  this  issue  is  (or 

are)    underwritteu,   this    agreement   is   to   be    void. 

5.  The   company   shall   insert   the   prospectus    or   au   abstract   thereof 

in  at  least    daily  newspapers,  and  provide  f cr  the  circulation  of 

at  least copies  of  the  prospectus  among  the  public. 

6.  I  am  to  have  the  opportunity  of  unloading  the  amount  under- 
written by  me  with  the  persons  or  firms,  a  list  of  which  is  enclosed,  and 
neither  the  company  nor  any  other  underwriter  is  to  approach  such 
persons  or  firms  with  the  view  of  their  being  interested  in  the  under- 
writing,  until   after  the  expiration   of    days  from  this   date. 

7.  Any  allotment  hereunder  must  be  made  within    months 

from  the  date  hereof. 

(Signature  of  underwriter.) 
8ee  generally  as  to  underwriting,  notes  to  preceding  form. 
See    for   extracts   from   underwriting   letter   for   stock,   and    construction 

thereof,  and  rights  and  liabilities  of  underwriters.  Electric  Welding  Co.  v. 

Eaton,  195  Mass.  242, 

Form  1350. 

ACCEPTANCE  BY  PROMOTER  OF  OFFER  TO  UNDER- 
WRITE  SHARES. 

To   (underwTiter) :  Date    

Re   proposed    company   to   acquire,   etc. 

Sir:      I   beg  ti   acknowledge   your   letter   of  the    ,   and    I 

accept  the  offer  therein  contained,  and  I  undertake  to  form  the  com- 
pany and  to  do  my  best  to  procure  that  it  shall  enter  into  the  con- 
templated underwriting  agreement  with  you. 

(Signature   of   Promoter.) 
See  Form  1352,  post. 


Form  1351. 

OFFER,  ADDRESSED  TO  COMPANY,  TO  UNDERWRITE 

SHARES. 

The Company. 

Proposed   issue   of    shares   of   $ each. 

1.  The  underwriter  hereby  undertakes  on  the  day  of  the  publication 
of  the  prospectus  relating  to  the  above  issue  (provided  such  prospectus 

shall    be   published   within    calendar   months    from   this    date) 

to   apply,    in    accordance   with    the   application    form    referred   to    in   such 

prospectus,  for    shares  or  any  less  number  which  the  company 

may   rccjuire   him  to  underwrite,  and  to  accompany  the  said  application 

with   a  deposit  at  the  rate  of    per  cent,   on  the  amount   of  said 

shares. 

2.  All  allotments  on  applications  by  the  public  are  to  go  in  relief 
of  the  underwriters  pro  rata  in  proportion  to  the  amounts  underwritten 
by  them  respectively. 


UNDERWRITINO  CORPORATE  SECURITIES.      945 

3.  If    the    underwriter    fails    to    put    iu    his    application    on    the    day 

aforesaid,  Messrs are  to  be  at  liberty  to  sign  and  lodge 

Buch   application   iu   the   name  and   on   behalf  of  the   underwriter.     Any 
application  made  under  this  clause  or  under  clause  1  shall  be  irrevocable. 

4.  The  underwriter  is  to  receive  a  commission  from  the  company 
at  the  rate  of  per  cent,  on  the  nominal  amount  of  shares  under- 
written   by    him    pursuant    to    these    conditioDS.      Such    couuuission    shall 

be  paid  by  the  compauy  within    from   the   date  hereof    (or 

within    after   the   company  is   entitled   to   commence  business). 

5.  The  prospectus  shall  be  settled  by  the  company  and  the  under- 
writer shall  be  bound  by  it  in  the  form  agreed  upon,  whatever  its 
terms,  provided  always  that  the  amount  or  rate  per  cent,  of  the  under- 
writing commission   is   therein   declared. 

(Or,  The  prospectus  shall  as  to  the  amount  of  the  original  capital  of 
the  company,  the  amount  of  shares  to  be  offered  for  subscription  in  the 
above  issue,  and  the  constitution  of  the  board  and  (add  other  funda- 
mental terms)  be  in  accordance  with  the  draft  which  has  been  sub- 
mitted to  the  underwriter.  Should  this  condition  be  departed  from, 
the  underwriter  is  to  be  at  liberty  to  withdraw  from  this  agreement 
by  notice  in  writing  to  reach  the  company  not  later  than  two  o'clock 
on  the  day  of  the  first  advertisement  of  the  prospectus.  If  he  fails  so 
to  withdraw,  he  shall  be  bound,  notwithstanding  any  variation  in  the 
matters  aforesaid.  In  other  respects  the  company  may  vary  the  pros- 
pectus from  the  draft  as  it  thinks  fit.) 

6.  Unless    shares    of    the    proposed    issue    are    underwritten 

this  agreement   is   to   be   void. 

7.  The  company  shall  advertise  the  prospectus  or  an  abstract  thereof 

in  at  least    daily   newspapers,  and   provide   for   the   circulation 

of   copies  among  the  public. 

8.  Any  allotment  of  shares  made  upon  any  application   in  pursuance 

of  this  agreement  must  be  made  within   calendar  months  from 

the   date   hereof. 


(Signature  of  underwriter.) 

To  The  Company. 

Date    

(The  underwriter,  when  he  applies  for  shares,  should  write  across  the 
application  form  "Underwriter's  application.  See  underwriting  letter 
already  sent,"  to  prevent  the  application  being  by  mistake  regarded  as 
H  new  indepeiuhMit  ott'er. ) 

See  notes  to   Forms  13481.349,  supra. 

For  forms  of  prosi)ectus,  see  next  chapter. 

See  as  to  misrepresentation  in  prospectus.  Cook  on  Corporations,  §§  143, 
194,  352,  353,  502,  764. 

Form  1352. 
ACCEPTANCE  BY  COMPANY  OF  OFFER  TO  UNDER- 
WRITE SHARES. 

The   Company. 

Date    

To    (underwri'tcr) : 

Sir:  I  am  instructed  on  behalf  of  the  above  named  company  to  say 
that   your    offer    to    underwrite    shares   in    the    proposed    issue    is    accepted 


946      CORPORATION  FORMS  AND  PRECEDENTS. 

to  the  extent  of   shares   (or  of  all  the  shares  contained  in 

such  offer).     Your  letter  is  returned  to  you  with  memorandum  at  foot 
for  your   signature  signifying  your  receipt   of  this   notice. 

[Signed  J    

Secretary. 

(Underwriters,  like  allottees  of  shares,  sometimes  say  they  did  not  receive 
the  letter  of  acceptance,  and  proof  of  posting  should  therefore  be  preserved; 
but  sometimes,  as  an  additional  precaution,  the  offer  to  underwrite  is  re- 
turned (as  in  the  above  form)  with  a  memorandum,  which  may  be  to  the 
following  effect: 

1   acknowledge  receipt   of  acceptance  by  the   Company   as  to    

shares  of  the  above-written   offer. 

[Signed]      

Dated   

It  would,  however,  in  many  cases  be  undesirable  for  the  offer  to  leave 
the  company's  possession,  and  in  that  case  the  company  must  take  its 
chance  of  being  able  to  prove  that  the  acceptance  has  come  to  the  under- 
writer's knowledge,  or  has  at  any  rate  been  duly  posted.  The  next  form, 
which  gives  some  variations  in  the  terms  of  underwriting,  avoids  the  diffi- 
culty.     [Encyc.   of  Forms  and  Precedents   (1904)   p.  488.] 

See  Form  1350,  supra. 

Form  1353. 

UNDERWRITING  AGREEMENT— NO  APPLICATION  FOR 

SHARES  NECESSARY— UNDERWRITER  TO  POOL 

HIS  SHARES  IF  SO  REQUIRED. 

(Address) 

The    Company. 

Proposed    issue    of    shares    of    $ each. 

To    (underwriter) : 

Sir:  Should  you  cause  an  acceptance  of  this  offer  to  reach  the 
office  of  this  company  at  the  above  address  not  later  than  first  post  on 

day    next    the    instant    (time    being   in   this 

respect    of    the    essence    of    its    contract),    the    company    will    admit    you 

(hereinafter    called    the    underwriter)     as    underwriter    of     

shares  of  the  above  issue,  or  any  less  number  in  respect  of  which  in 
manner  hereinafter   mentioned   the  company   may  admit  you. 

1.  The  prospectus  shall  be  published  and  circulated  as  is  customary, 
in    form   to   be   determined   upon    by    the    company    (provided    that   the 

capital   does  not  exceed  $ ,  vendors  not  to  receive  more  than 

$ in  cash  and  $ in  shares).     Messrs 

and    are   original   directors,   and   Messrs 

and    solicitors    (insert   any   other   material   terms.) 

2.  The  whole  of  this  issue  shall  be  underwritten; "  if  not,  this  agree- 
ment   shall    be    void. 

X     The   company  shall  not  be   obliged   to   admit   the   underwriter  for 

all   the    shares   underwritten  by   him,   but   may,   by   notice   in 

writing  sent  to  him  before  the  day  of  publication  of  the  prospectus, 
reduce  the  underwriter's  liability  to  any  number  of  shares  not  less  than 
shares. 

4.     The    pro.spectus    to    be    published    within    after    this 

date,  otherwise   this   agreement  to  be   void. 


UNDERWRITING  CORPORATE  SECURITIES.      947 

5.  The  underwriter  agrees  to  subscribe  or  find  responsible  sub- 
scribers, to  the  satisfaction  of  the  company,  for  the  shares  to  the  num- 
ber in  respect  of  which  this  offer  shall  bo  accepted,  and  that  he  or  such 
subscribers  will  duly  pay  the  amounts  due  on  application  and  allotment. 

6.  The  liability  to  subscribe  or  find  subscribers  for  shares  men- 
tioned in  the  hist  jiaragraph  shall  take  effect  only  in  the  event  of  the 
public  failing  to  ts.ibscribe  for  the  whole  or  some  portion  of  the  pro- 
posed issue  of  shares  before  the  time  fixed  by  the  pros- 
pectus for  the  closing  of  the  list.  Should  all  the  said  issue  be  sub- 
scribed for,  the  liability  shall  cease;  should  a  portion  tli.'r,-of  only  bi; 
subscribed  for,  the  liability  of  the  underwriter  shall  be  to  take  such 
proportion  of  the  residue  as  the  number  of  shares  for  which  he  is 
admitted  as  underwriter  bears  to  the  whole  amount  of  the  above  issue. 

7.  Subscriptions  withdrawn  before  allotment,  or  in  respect  of  which 
the  company  declines  for  any  reason  to  allot,  chall  not  be  reckoned  as 
public  subscriptions. 

8.  Applications  made  by  the  underwriter  or  any  other  umlerwriter 
shall  be  deemed  public  subscriptions  and  not  a  part  of  the  underwriting' 
subscription. 

9.  The   company  shall,  within    days  after   the   time   fixed 

by  the  prospectus  for  the  closing  of  the  lists,  by  notice  in  writing  send 
a  statement  to  the  underwriter  as  to  the  number  of  shares  for  which 
he  is  liable,  which  statement  shall  be  conclusive  and  binding  on  the 
underwriter,  and  he  shall,  within  days  after  such  com- 
munication should  reach  him  in  the  ordinary  course  of  post,  apply  for 
such  shares  or  procure  them  to  be  applied  for,  the  application  being 
accompanied  by  a  remittance  equal  to  the  amount  fixed  by  the  pros- 
pectus as  due  upon  application  and  allotment;  in  default  of  his  so 
doing,  the  company  may  authorize  any  person  so  to  apply  in  the  name 
and  on  behalf  of  the  underwriter,  and  may  allot  the  shares  to  the 
underwriter  on  such  application,  and  the  underwriter  shall  be  bound 
forthwith  to  pay  to  the  company  the  amount  due  on  allotment  in  re- 
spect of  the  said  shares,  and  to  repay  the  amount  due  on  application 
to  the  person  who  has  paid  the  same. 

10.  The  remuneration  payable  to  the  underwriter  shall  be  a  com- 
mission at  the  rate  of    per  cent,  on  the  amount  of  shares  in 

respect  of  which  he  shall  be  admitted.  Such  commission  shall  be  pay- 
able  in   cash   within    after   the   issue   of   the   prospectus    (or 

shall  be  paid  in  ordinary  shares  of  the  company,  forming  part  of  the 
authorized  capital,  but  not  the  subject   of  the  present   issue). 

(Or,    The   underwriter's    remuneration    shall    consist    of    shares    bearing 

a  ratio  of    per   cent,   to   the   amount    of   shares   in  respect    of 

which  he  shall  be  admitted.) 

(Or,  In  consideration  of  his  obligation  herein  contained  the  under- 
writer shall  have  the  right  at  any  time  or  times,  not  before  the   

day  of   and  not  later  than  the   day  of 

next,  to  apply  for  and  have  allotted  to  him  ordinary  shares  in  the  com- 
pany's capital  at  the  price  of    per  share  not  forming  part   of 

the   above   issue.) 

n.  The  underwriter  shall  not  be  entitled  to  any  remuneration 
under  the   preceding  clause   so  long  as  any  money   which    is   due   from 


948      CORPORATION  FORMS  AND  PRECEDENTS. 

him    to    the    compauy    in    respect    to    any    shares    underwritten    by   him    or 
any  other  shares  in  the  company  held  by  him  remains  unpaid. 

12.  The   underwriter    shall   not,    without    the    authority    of    the    com- 
pany, or  of   its  brokers,  sell    (or  deal  in)   any  shares  of 

the  company  or  agree  so  to  do  within   of  the  date  hereof.     If 

the   company   shall   think   fit,   the  shares   to   which  the   underwriter   is   en- 
titled   under    this    agreement    shall    be    pooled    for    not    longer    than 

on    the    terms    set    out    in    the    schedule    hereto,    and    the 

underwriter    shall    sign    any    agreement    deemed    by    the    company    to    be 
appropriate    for    carrying    out    such    pooling    arrangement,    and    on    hia 

failing  so  to  do   within    days  after  the  request  in  writing, 

the  company   may  appoint  any  person  to  execute  such  agreement   in  the 
name  and  on  behalf  of  the  underwriter. 

13.  The   authority   conferred   by   clauses   9   and    12   hereof   shall   be 
irrevocable. 

SCHEDULE.  ' 

The  shares   to    bo   pooled   ishall   be   transferred  to   a  trustee   to  be   ap- 
pointed by  the  company. 


(Signature  of  secretary  of  company  and  of  underwriter.) 
See  next  preceding  form  and  note  thereunder,  and  Forms  1348  to  1351, 
supra,  and  1357,  1359,  1372,  post,  and  notes  thereunder. 

Form  1354. 

LETTER  TO  UNDERWRITER  INFORMING  HIM  OF  THE 

NUMBER  OF  SHARES  FOR  WHICH  HE  IS 

ADMITTED  AS  UNDERWRITER. 

The   Company. 

Date   

Sir:     Referring  to  your  agreement  with  this  company  dated  the   

day  of    ,  whereby  you  agreed  to  underwrite    shares 

of  the   proposed   issue   of    shares   or  any  less  number   not   below 

,    I   have    to   inform    you   that   the   whole   issue   has   now    been 

underwritten,  and  that  you  have  been  admitted  as  underwriter  for 

shares.     Kindly  acknowledge  receipt  of  this,  and  oblige,, 

Yours,  etc.. 


(Signature  of  Secretary.) 
See  notes  to  preceding  forms  in  this  chapter. 
See  next  form. 

Form  1355. 

LETTER  TO  UNDERWRITER  INFORMING  HIM  OF 

NUMBER  OF  SHARES  HE  IS  REQUIRED 

TO   TAKE   UP. 

Date   

Sir:    Referring  to  your  agreement  with  this  company  dated  the 

day  of whereby  you  agreed  to  underwrite    shares 


UNDERWRITING  CORPORATE  SECURITIES.      949 

or  any  less  number  not  below   of  the  proposed  issue  of   

shares,    and   to   my   letter   to   you   of   tht;    day   of    

(acknowledged  by  you  on  the   <lay  of    ),  whereby 

you  were  informed  that  you  had  been  admitted  as  underwriter  in  respect 
of  shares,  I  have  now  to  inform  you  that  the  number  of  shares  subscribed 
for  and  allotted  to  the  public  is  ,  leaving  a  deficiency  unsub- 
scribed for,  your  proportion  of  which  is shares.  Will  you,  there- 
fore, kindly  sign  and  return  to  me  the  enclosed  application  form  for  scch 

shares,    together    with    $ ,    representing     per    share, 

payable  ou  application,  and   per  share  payable  on  allotment. 

Yours,    etc., 


(Signature  of  Secretary. J 
See  next  preceding  form. 

Form  1356. 

APPLICATION  BY  UNDERWRITER  FOR  ALLOTMENT 
OF  SHARES 

The   Company. 

Date    

Gentlemen :    I  beg  to  apply  for    shares  in  the  above  company, 

on    the    terms    of    the    prospectus    dated    ,    and    my    underwriting 

agreement   dated    ,  and   I  herewith  enclose  cheque  for  $ , 

representing  the   amount  payable  by   me   on   application   and   allotment. 

Yours,  etc., 


(Signature  of  Secretary.) 
See  Forms  1348,  1351,  1353,  supra,  and  notes  thereunder. 

Form  1357. 
UNDERWRITING  AGREEMENT  WITH  COMPANY. 

Issue  of  shares  of  preferred  stock  of  the  Com- 
pany,  par    value   $ per    share.      Total    $ 

Payable  as  follows: 

CONDITIONS    OF    UNDERWRITING. 

1.  The  above  shares  are  to  be  offered  in  the  first  instance  to  the 
common  stockholders  in  the  above  Companv  in  accordance  with  the  Articles 
of  Association  and  those  (if  any)  not  taken  up  by  them  are  to  be  offered 
for    public    subscription    by   a    prospectus    approved    by    the    Company's 

bankers,  Messrs &  Co.,  and   on  the  footing  that  the  issue 

price,  $ per  share  is  to  be  paid  up  as  above. 

2.  If  any  such  prospectus  is  published,  an  underwriter,  before    

o'clock  on  the  day  on  which  the  list  of  subscriptions  is  opened,  as  specified 
in  such  prospectus,  is  to  apply  or  procure  responsible  persons,  to  apply, 
in  accordance  with  the  prospectus  for  the  number  of  shares  underwritten 
by  him;  and  every  such  application  must  be  accompanied  by  a  check  in 
favor  of  the  bankers  of  the  Company  for  the  required  deposit  on  said 
shares. 

3.  The   subscription   by   shareholders   in   response   to   the   offer   above 


950      CORPORATION  FORMS  AND  PRECEDENTS. 

referred  to,  and  the  public  subscriptions  received  before  tlie  closing  of  the 
subscription  list,  are  to  go  in  relief  of  the  underwriters  pro  rata,  in 
proportion  to  the  amounts  underwritten  by  them  respectively,  save  that 
subscriptions  by  nominees  of  an  underwriter,  if  initialled  by  him,  are  to 
go  in  his  relief  exclusively. 

4.  If  any  underwriter  fails  to  put  in  his  application  on  the  day  afore- 
said the  Company  is  to  be  at  liberty  to  nominate  any  person  to  sign  and 
put  in  such  application  on  the  underwriter's  behalf,  and  an  application 
signed  by  such  nominee  shall  be  effective,  and  is  not  to  be  revocable  by  the 
underwriter. 

5.  The  Company  is  to  pay  each  underwriter  a  commission  at  the  rate 
of  per  cent,  on  the  amount  underwritten  by  him,  and  such  com- 
mission is  to  be  paid  within   days  after  the  notices  of  allotment 

are  sent  out,  and  is  to  be  payable  exclusively  out  of  the  amount  paid 
to  the  Company  in  respect  of  the  premiums  on  the  shares. 

6.  No    underwriter   is    to   effect    any   sale    of   shares    in    the    Company, 

either   directly   or   indirectly   until   at   least    days   after   the   first 

general  allotment  of  shares  has  taken  place. 

7.  Any  allotment  to  an  underwriter  as  such  must  be  made  within  .... 
days  of  his  application  for  admission  as  an  underwriter. 

8.  Any  notice  to  an  underwriter  may  be  given  by  sending  the  same 
through  the  post,  addressed  to  him  at  the  address  stated  in  his  form  of 
application  for  admission  as  an  underwriter  and  shall  be  deemed  to  be 
served  at  the  expiration  of  24  hours  after  it  is  posted. 

APPLICATION. 

To  the   Company, 

Gentlemen :     I  hereby  underwrite   shares  of  the  above  issue  of 

preferred   stock   on   the   terms   set    forth   in   the    above    underwriting   con- 
ditions, which  are  to  be  treated  as  embodied  in  this  application. 
Kindly  notify  me  of  your  acceptance  hereof. 

Dated   

Name  in  full 

Signature 

Address 


LETTER    OF    ACCEPTANCE. 

To    

Sir :     With  reference  to  your  request  of  the inst.  we  admit  you 

as  an  underwriter  of shares  of  the  common  stock  of  the 

Company,   at   a   commission   of    per   cent,   upon   the   footing   and 

subject  to  the  conditions  therein  referred  to. 

Dated    


By 
See  note  to  Form  1353,  supra. 


UNDERWHITING  CORPORATE  SECrRITIES.       951 

Form  1358. 

UNDERWRITING    AGREEMENT    WITH    VENDORS- 
CONDITIONS  AND  APPLICATION. 

The    <'oniiiaiiy. 

Issue    of    shares    of    coinrnoii    stock    of    the    jiar    v:ihie    of 

$ each.     Total  $ ,  payable  as  follows: 

CONDITIONS   OF   UNDERWRITING. 

1.  The  afcove  shares  are  to  l<e  ofTered  for  i>iil)lic  subscription  by  a 
prospectus  in  the  form  finally  approved  Vjy  the  board  of  directors  of  the 
Company. 

2.  Before    ...'. o'clock   on   the    day   on   which   the   prospectus   is 

first  advertised  an  underwriter  is  to  apply,  in  accordance  with  the  pros- 
l)ectus,  for  the  number  of  the  shares  underwritten  by  him,  and  every 
such  application  must  be  accompanied  by  a  check  in  favor  of  the  bankers 
of  the  Company  fof  the  required  deposit  on  such  shares. 

3.  The  public  subscription  for  the  shares  received  before  the  closing 
of  the  subscription  list  are  to  go  in  relief  of  the  underwriters,  pro  rata, 
in  proportion  to  the  amounts  underwritten  by  them  respectively.  Sub- 
scriptions by  the  public  withdrawn  before  allotment  and  subscriptions 
rejected  by.  the  directors  as  unsatisfactory  are  not  to  be  counted  as  public 
subscriptions. 

4.  If  any  underwriter  fails  to  put  in  his  application  on  the  day  afore- 
said, the  vendors  are  to  be  at  liberty,  on  behalf  of  such  underwriter  to 
sign  and  put  in  such  application  and  to  conclude  an  agreement  with  the 
company  for  the  allotment  to  such  underwriter  of  the  shares  which  ought 
to  be  taken   up   by  him   as  aforesaid. 

5.  As  the  consideration  for  his  underwriting  obligations,  each  under- 
writer is  to  be  paid  by  the  vendors  a  commission  at  the  rate  of   

per  cent,  on  the  amount  underwritten  by  him,  such  commission  to  be  paid 
within    days  after  the  publication  of  the  prospectus. 

6.  The  underwriters  are  to  be  relieved  altogether,  unless  at  least 

of  the  said  shares  are  underwritten  before  the  prospectus  is  published. 

7.  No    underwriter    is    to    eifect    any    sale    of   shares   in   the    Company, 

either   directly   or   indirectly   until   at   least    days   after   the   first 

general   allotment   of  shares  has   taken   place. 

8.  Any  allotment  to  an  underwriter  as  such  must  be  made  within 
days  of  his  application   for   admission  as   an   underwriter. 

9.  The  prospectus  is  based  for  the  most  part  on  information  furnished 
by ,  and  no  error  or  misstatement  therein  is  to  vitiate  the  under- 
writing contracts  or  entitle  the  underwriters  to  repudiate  their  allotments, 
if  any. 

10.  Any  notice  to  an  underwriter  may  be  given  by  sending  the  same 
through  the  post,  addressed  to  him  at  the  address  stated  in  his  form  of 
application  for  admission  as  an  underwriter  and  shall  be  deemed  to  be 
served  at  the  expiration  of  24  hours  after  it  is  posted. 

APPLICATION     0I-'     UNDERWRITER. 

To  Messrs 

nentlemen:      T  request   you   to  admit   me  as   an   underwriter  of    

shares  of  the  common  stock  of  the    Company,  at  a  commia- 


952   CORPORATION  FORMS  AND  PRECEDENTS. 

sion  of    per   cent,   upon   the   footing  of  and  snbjeet   to  the  above 

conditions. 

Dated    

Yours  truly, 

Full  Name   

Signature  

Address    


LETTER    OF    ACCEPTAXCE. 

Dated  ' 

To    

Sir:      "With   reference  to   your   request   of  the    inst.   we   admit 

you   as   an    underwriter   of    shares   of   the   common   stock   of   the 

Company,   at  a  commission   of    per  cent,   upon   the 

footing  and  subject  to  the  conditions  therein  referred. to. 


Form  1359. 

UNDERWRITING  AGREEMENT  FOR  PREFERRED 
STOCK  OF   COMPANY  TO  BE  FORMED. 

The    Company. 

(To  be  Incorporated.) 

Share   Capital,   $ 

Divided  into    shares   of  $ each. 

...  %  Preferred    Stock,   ' '  Cumulative  "    ( Shares)    $ 

Common  Stock   ( Shares) ,  $ 

To   


1.  In    consideration    of    your    agreeing    to    pay    me    a    commission    of 

per  cent,   in  cash  on   the  amount   of  stock  hereby  underwritten, 

I  hereby  agree   to  underwrite  $ of  the  above   Preferred   Stock 

upon  the   footing  of  and   subject  to   the  following   con<litions: 

2.  All   subscriptions   up   to   the  time  fixed  by   the  prospectus   for   the 
closing  of  the   subscription  lists  and  accepted  by  the   Company   (except 

$ already  subscribed  for,  as  stated  in  the  prospectus)    are  to  be 

applied  pro  rata  in  reduction  of  the  amount  so  underwritten  by  myself 
and  all  other  underwriters,  for  the  said  Preferred  Stock,  and  if  such 
subscriptions  amount  to  $ no  allotment  is  to  be  made  to  me  here- 
under. ' 

3.  The  said  commission  is  to  be  payable  within    days  after 

the  closing  of  the  subscription  lists,  provided  I  comply  with  this  agree- 
ment. 

4.  This  letter  is  irrevocable,  provided   that  the  public   issue  is  made 

within    days   from   the   date    hereof.      If   I    should   attempt    to 

revoke  it,  or  if  the  full  amount  of  $ be  not  subscribed  by  the 

public  to  your  satisfaction,  you  may  hand  in  my  application  and  deposit 
to  the  Company,  or  you  may  sign  my  name  to  the  Company's  Form  of 
Application  for  the  shares  for  which,  after  the  reductions  stipulated 
for  in  Clause  2,  I  am  liable  to  subscribe,  and  I  will  accept  auv  allot- 


UNDERWRITING  CORPORATE  SECURITIES.      953 

ment  made  me,  and  will  pay  the  application  and  allot nieut  money  on 
receipt  of  notice  of  allotment,  and  will  repay  you  on  demand  any  part 
of  such  monies  as  you  may  have  paid  for  me. 

5.  Any  prospectus  handed  to  me  may  be  modified  or  altered  as  your 
Directors  may  think  fit,  providing  the  capital  and  worki.ig  capital  is 
unaltered,  and  the  name  of  the  Company  may  be  altered,  i^  it  be  found 
that  it  cannot  be  incorporated  under  the  present  proposed  name;  and 
no  error  or  misstatement  in  said  prospectus  is  to  violate  this  contract 
or  entitle  me  to  repudiate  the  allotment  to  me,  if  any. 
Dated  at   ,  this   day  of   ,  19 

Witness:  Signature    

(Name    in    full). 


(Address  in   full.)         • 
We  bog  to  acknowledge  above  letter  and  agree  to  tlie  terms  thereof. 
Yours   truly. 


Dated    ,    19 

(See  note  to  Form  1353,  supra. 

Form  1360. 

UNDERWRITING  AGREEMENT  FOR  PREFERRED 
STOCK     OF     CORPORATION     TO     BE 
FORMED— (ANOTHER  FORM). 

An    agreement    made    the     of    ,    19 .... , 

between    and    ,  both   of    (here- 
inafter   called    the    Vendors),    of   the    one    part,    and    and 

J  both  of   (hereinafter  called   the  Under- 
writers), of  the  other  part. 

Whereas    a    Company    (hereinafter    called    the    Company) 

is   intended   to   be   forthwith   formed   and    incorporated    under   the    laws 

of    .• with   the   object,    inter   alia,   of   acquiring   the   business 

now  carried  on  by  the  Vendors  at aforesaid. 

And  whereas  it  is  intended  to  make  a  public  issue  of  .$100,000  seven  per 
cent,  preferred  stock  of  the  said  Company  in  the  terms  of  the  prospectus,  a 
draft  copy  of  which  is  annexed  hereto;  and  that  such  stock  is  to  be 
constituted  and  secured  by  a  trust  deed  in  the  terms  of  the  draft  which 

has   already    been    prepared   by    Messrs ,    attorneys, 

and  a  copy  of  which  is  annexed  hereto. 

And  whereas  the  Vendors  have  applied  to  the  Underwriters  to  under- 
take the  issue  of  and  to  guarantee  and  secure  the  subscription  of  the 
stock  aforesaid  upon  the  terms  and  conditions  hereinafter  appearing; 
Now  it  is  hereby  agreed  as  follows,  that  is  to  say: — 

1.     The  underwriters  will,  on  or  before  the    day  of   , 

19 ,  or  such  later  day  as  shall  be  agreed  between  the  parties  hereto, 

issue  a  prospectus  in  the  terms  of  the  prospectus  attached  hereto,  witli 
such    alterations    of    and    modifications    in    the    details    thereof    as    the 


954      CORPORATION  FORMS  AND  PRECEDENTS. 

Compauy  and  the  Uuilerwriters  may  approve,  and  ■will  cause  the  same 
to   be   efficiently  and   thoroughly  advertised. 

'2.  The  Vendors  will,  on  or  before  the  day  prior  to  the  day  upon 
which  the  prospectus  is  under  the  agreement  to  be  issued,  cause  the 
Company   to  be   duly  incorporated   in   accordance  with   the  laws   of   the 

State   of    ,  and  on   or  before   the   same   date   deliver   to 

the  Underwriters  a  print  of  the  prospectus,  with  a  memorandum  thereon 
approving  the  same  and  authorizing  the  issue  and  publication  thereof, 
which  said  memorandum  shall  be  signed  by  each  Director  of  the  Com- 
pany. 

3.  The  Underwriters  guarantee  that  within  ten  days  after  the  pub- 
lication of  the  prospectus  the  whole  of  the  $100,000  preferred  stock 
aforesaid  shall  be  subscribed  for  by  responsible  persons,  and  the 
application  moneys  paid  thereon,  and  that  all  application  and  allot- 
ment moneys  and  instalments  payable  in  respect  of  such  applications 
for  the  said  preferred  stock  as  shall  be  made  by  the  Underwriters  or 
their  nominees  shall  be  duly  paid  at  the  time  at  which  they  respectively 
become  payable,  as  mentioned  in  the  prospectus. 

4.  If  at  the  expiration  of  such  ten  days  there  shall  be  any  part  of 
the  said  preferred  stock  which  shall  not  have  been  so  subscribed  for, 
and  the  application  moneys  of  ten  per  cent,  paid  thereon,  the  Under- 
writers shall,  within  three  days  thereafter,  subscribe  and  pay  for  the 
same  in  full  in  accordance  with  the  said  prospectus,  and  if  the  Under- 
writers shall  make  default  in  so  doing,  the  Vendors  may,  as  the  attor- 
neys and  on  behalf  of  the  Underwriters,  apply  for  an  allotment  of  such' 
preferred  stock  to  the  Underwriters,  and  these  presents  shall  be  a  suf- 
ficient  authority  for   that   purpose. 

5.  If  the  Underwriters  shall  make  default  in  payment  of  any  moneys 
payable  by  them  in  accordance  herewith,  the  Vendors  shall  be  at  liberty 
to  give  notice  in  writing  to  the  Underwriters,  calling  on  them  forth- 
with to  make  good  such  default,  and  if  the  Underwriters  fail  for  more 
than  ten  days  to  make  good  such  default,  then,  and,  in  such  case,  the 
Vendors  shall  be  authorized  as  attorneys  to  accept  on  behalf  of  the 
Underwriters  the  Company's  bill  of  exchange  for  the  amount  in  default 

payable    days    after    date,    and    the    Underwriters    shall,    on 

notice  thereof,  duly  pay  every  such  bill  of  exchange  at  maturity. 

6.  If   within    days   from    the   date   hereof,    the    whole    of 

the  said  preferred  stock  shall  have  been  subscribed  by  responsible  per- 
sons, and  the  amounts  payable  on  application  and  allotment  for  such 
shall  have  been  duly  paid,  the  Vendors  shall   pay  the  Underwriters  the 

sum   of   $ ;    but  this   payment   is   conditional   on   the   contractors 

performing  all  the  obligations  hereby  imposed  on  them  in  conformity 
with   the  terms   hereof. 

7.  The  Vendors  declare  that  they  believe,  and  have  reasonable 
ground  for  believing  that  all  the  statements  contained  in  the  said  pros- 
pectus are  true  in  substance  ami  in  fact,  and  that  the  same  contains 
no  mis-statement,  misrepresentation  or  suppression  of  fact  which  may 
in  law  amount  to  a  mis-statement   or   misrepresentation. 


UNDERWRITING  CORPORATE  SECURITIES.       955 

Ju  witness  whereof,  the  said   Vendors  and  the' said  Underwriters  liave 
hereunto  set  their  hamis  ami   seals  tlie  day  and  year   first  aforesaid. 


^'endor8. 


Underwriters. 
ISee  note  to  Form  l.'^oli,  supra. 

Form  1361. 

UNDERWRITERS'    AGREEMENT    FOR    BONDS— UNDER- 
WRITERS TO  RECEIVE  STOCK  BONUS. 

Memorandum    of    Agreement    by    and    between    the    Tube 

Company,    a    eori)oratiou    of    tlie    State    of    ,    hereinafter 

designated  as  the  Tube  Company,  and  the  several  signers  hereof,  here- 
inafter  called   the   subscribers: 

Whereas,  the  Tube  Company  has  heretofore  made  its  certain  inden- 
ture of   mortgage  to   the    Trust   Company   to  secure   an 

issue  of  $1,000,000  of  6%  25-year  Sinking  Fund  Gold  Bonds,  all  of 
which  have  been  legally  issued,  and  it  is  now  proposed  to  secure  an 
underwriting  of  $300,000  of  said  bonds,  for  the  purpose  of  supplying 
the  said  Company  with  additional  working  capital  and  to  retire  cer- 
tain  of   its   outstanding   obligations: 

Now,  we  the  undersigned  subscribers  do  hereby  (each  for  himself, 
and  not  for  any  of  the  others),  agree  with  each  other  and  separately 
with  the  Tube  Company,  to  subscribe  to  such  bonds,  to  the  extent  set 
opposite  our  respective  signatures  hereto,  and  we  agree  to  purchase  the 
same  and  to  pay  therefor  at  par  and  accrued  interest,  at  the  time  and 
in   the   manner   and   under   the   conditions   hereinafter   set   forth: 

I.  This  subscription  shall  become  binding  only  when  bonds  equaling 
$300,000  par  value  shall  have  been  subscribe<l  for. 

II.  Paynient  for  the  said  bonds  shall  be  made  as  follows:  10% 
of  the  par  value  thereof  on  November  1st,  1902,  or  earlier,  if  called  for 

liv  the  Tube  Company ;  90%  of  the  par  value  thereof 

(witli   accrued   interest),   on   December   1st,   1903. 

III.  The  Tube  Company  agrees,  in  consideration  of  said  subscrip- 
tions, to  deliver  or  cause  to  be  delivered  to  each  of  the  subscribers, 
upon  final  payment  being  made  for  said  Bonds,  an  amount  of  the  7% 
cumulative  Preferred  Stock  of  the  said  Tube  Company  equaling  25% 
and  an  amount  of  the  Common  Stock  of  the  said  Tube  Company 
equaling  75%  of  the  par  value  of  such  subscription. 

IV.  The  Tube  Company  shall  have  the  right,  subject  to  the  provi- 
sions of  paragraph  VI  hereof,  and  is  hereby  authorized  at  any  time 
prior  to  sixty  days  before  the  date  named  for  the  final  payment,  to  sell, 
at  private  sale  or  public  offering  any  or  all  of  said  bonds,  at  par,  for 
account  of  the  subscribers,  accompanied  by  stock  in  an  amount  not  to 
exceed,  of  Preferred  Stock  121/2%  and  of  Common  Stock  37yo%  of  the 
par  value  of  the  bonds  so  sold;   and  the  remainder  of  the  stock  provided 


956   CORPORATION  FORMS  AND  PRECEDENTS. 

by  Paragraph  III  to  accompany  said   Bonds  shall   be  divided  among  the 
subscribers  proportionately  to  the  amount  of  their  underwriting. 

V.  Should  the  said  bonds,  or  all  of  them,  not  have  been  sold,  by 
said  Tube  Company  prior  to  the  second  day  of  October,  1903,  there 
shall  be  issued,  without  expense  to  the  subscribers  hereto,  in  good 
form  and  manner,  by  publication  or  otherwise  a  prospectus  dated  New 
York,  offering  for  public  subscription  the  said  bonds  (or  so  many  of 
them  as  shall  have  not  been  previously  sold),  accompanied  by  not  to 
exceed  121,2%  in  Preferred  Stock  and  37VL>%  in  Common  Stock  of  the 
par  value  of  Bonds  so  offered :  Said  prospectus  to  be  published  at  least 
three  successive  days,  unless  subscriptions  should  be  sooner  filed,  in 
at  least  two  daily  papers  in  each  of  the  cities  of  Philadelphia,  New 
York  and  Pittsburg.  If  all  the  Bonds  offered  by  such  prospectus  shall 
be  taken  by  outside  subscription  and  paid  for  or  subscribed  for  by 
responsible  parties,  satisfactory  to  the  Tube  Company,  within  ten  days 
after  the  first  publication  of  said  prospectus,  the  subscribers  shall  not 
be  required  to  take  up  any  of  the  said  bonds  by  them  underwritten 
but  shall  receive  from  the  proceeds  of  the  sale  of  said  bonds,  the 
return  of  the  ten  per  cent,  cash  payments  made  by  the  ^underwriters 
thereon,  together  with  12yo%  in  Preferred  and  37i/^%  in  Common 
Stock.  If  any  of  the  bonds  offered  as  aforesaid  are  not  taken  and 
paid  for  or  subscribed  for  by  responsible  outside  parties  satisfactory 
to  the  Tube  Company,  within  ten  days  after  the  first  publication  of  said 
prospectus,  the  subscribers  will,  on  the  first  day  of  December,  1903, 
take  and  pay  for,  at  par  and  accrued  interest,  less  ten  per  cent,  of  the 
par  value  thereof  paid  thereon,  such  proportion  of  such  remaining  bonds 
afe  the  amount  of  bonds  underwritten  by  us  bears  to  the  total  amount 
of  bonds  offered  by  the  prospectus.  A  cash  commission  of  ten  per  cent. 
shall  be  allowed  the  underwriters,  on  final  settlement,  on  the  par  value 
of  all  bonds  taken  and  paid  for  by  them. 

VI.  The  right  is  reserved  to  any  subscriber  thereto,  at  any  time 
prior  to  the  public  offering  above  referred  to,  to  withdraw  any  por- 
tion of  his  bonds  from  such  public  offering  by  written  notice  to  the 
Tube  Company,  and  payment  therefor  at  par  and  accrued  interest 
(less  the  10%  cash  commission  above  provided  for)  ;  and  in  case  of  such 
withdrawal  and  payment  the  subscriber  shall  receive  his  bonds  and  the 
accompanying  stock,  and  shall  agree  not  to  offer  the  same  for  sale 
prior  to  Dec.  2nd,   1903. 

VII.  The  subscribers  consent  to  the  assignment  of  this  contract 
bv  the  Tube  Company  to  any  financial  institution  or  institutions  as 
collateral  security  for  the  loan  of  money,  not  exceeding  the  amount 
of  the  par  value  of  said  bonds,  at  any  time  before  the  first  day  of 
December,  1903,  and  in  the  event  of  such  assignment,  such  financial 
institution  or  institutions  shall  be  subrogated  to  all  the  rights  of  the 
Tube    Company  under   and   pursuant   to   this   agreement. 

VIII.  Deliveries  and  payments  shall  be  made  at  the  office  of  the  Tube 
Company,    ,    Building,    New   York   City,   or   at 


UNDERWRITING  CORPORATE  SECURITIES.      957 

such   other  place   as   the   Tube  Company    may   elect    in    writing   by   proper 
notice  to  the  subscribers. 

Dated   this  8th   day   of   October,   1902. 

Tube    Company, 

By 

President. 
(Corporate  Seal) 
Attest: 


Secretary. 

Par  Value  of  Bonds 
Subscribers.  Address.  Undcrwritteu. 


See   Keal    Estate  Trust  Co.   v.   Kiter-Conley   M.   Co.,  223   Pa.   3.o0,  where 
the  underwriting  agreement  in  the  above  form  was  considered. 
See  notes  to  Form  1348,  supra. 
See  Form  1368,  post. 

Form  1362. 

LETTER  OF  DEPOSIT  OF  UNDERWRITING  AGREEMENT 

IN  ESCROW. 

New  York,  Dec.  8,  1902. 

Trust  Co., 

Philadelphia,    Pa. 

Gentlemen:     We  hand  you  herewith  an  original  underwriting  agreement* 

dated    Oct.    8,    1902,    between    the    Tube    Company    and    certain 

Underwriters,  providing  for  the  sale  of  $300,000  of  the  bonds  of  the  said 
Tube  Company,  upon  terms  and  conditions  as  will  more  fully  appear  by 
reference  to  the  said  instrument. 

Pending  the  maturity  of  the  obligation  of  the  Underwriters  on  Dec. 
15,  1903,  it  is  the  intention  of  the  Tube  Company  to  borrow  on  its  note 
or  notes,  giving  as  collateral  security  therefor,  a  portion  of  the  bonds  so 
underwritten,  and  an  assignment  to  the  lenders  of  a  proportionate  undi- 
vided interest  in  all  the  rights  and  privileges  of  the  Tube  Company  under 
the  agreement  now  deposited  with  you. 

You  are  requested  to  accept  and  hold  the  said  agreement  in  escrow,  and 
not  to  deliver  the  same  to  the  Tube  Company  until  you  have  been  duly 
advised  of  the  liquidation  and  payment  of  the  notes  so  to  be  issued,  of 
the  making  of  which  notes  we  hereby  agree  to  give  you  immediate  notice. 

The  notes   issued  to  date  are  as  follows:      To    ,   Wilmington, 

Del.,    amount    of    note   $.50,000.00,    undivided    interest    assigned    in    un<ier- 

w^riting,  one  third;  to   amount  of  note  $25,000.00,  undivided 

interest  assigned  in  underwriting,  one  sixth. 

Yours  truly, 

Tube  Company, 

By ,  President. 

Sue  Eeal  Estate  Trust  Co.  v.  Riter-Conley  M.  Co.  223  Pa.  350. 

See  Form  13(18,  post. 


958       CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1363. 

CLAUSES   FROM  UNDERWRITING  AGREEMENT   FOR 
BONDS  OF  CONSTRUCTION  COMPANY. 

' '  1.  Each  member  of  the  Syndicate  for  himself  only  and  not  for  any 
or  either  of  the  other  members,  hereby  agrees  with  the  Philadelphia  Con- 
struction Company  and  with  the  other  members  of  the  Syndicate  to  pur- 
chase and  take  and  pay  for,  on  April  1,  1903,  at  ninety-five  per  cent,  of 
the  par  value,  so  much  of  said  $600,000  of  said  collateral  trust  mortgage 
bonds  as  is  set  opposite  his  signature  hereto  or  such  proportion  thereof  as 
shall  not  be  sold  at  public  or  private  sale  as  herein  below  provided;  the 
Philadelphia  Construction  Company  hereby  agreeing  to  transfer  and 
deliver,  as  well  to  or  upon  the  order  of  each  member  of  the  syndicate  who 
shall  make  payment  as  herein  agreed  full  paid  common  stock  of  the  said 
Lancaster  County  Railway  and  Light  Company  to  an  amount  at  par  equal 
to  twenty-five  per  cent,  of  the  par  value  of  said  bonds,  and  also  full 
paid  preferred  capital  stock  of  said  Lancaster  County  Eailway  and  Light 
Company  to  an  amount  at  par  equal  to  twenty  per  cent,  of  the  par  value 
of  said  bonds  by  him  agreed  to  be  purchased  hereunder. 

"2.  The  members  of  the  syndicate  hereby  appoint  Messrs.  Samuel 
R.  Shipley  and  William  B.  Given  syndicate  managers  for  the  purposes  and 
with  the  powers  herein  expressed. 

"The  syndicate  managers  may  at  any  time  on  or  before  April  1,  1903, 
in  their  discretion,  either  personally  or  through  such  bank  or  trust  com- 
pany or  banking  house  as  they  may  elect,  offer  for  sale  the  said  $600,000 
"of  said  bonds  at  not  less  than  their  par  value  and  accrued  interest,  and 
after  deducting  from  the  proceeds  of  such  sale  ten  per  cent,  of  the  amount 
realized  upon  the  bonds  actually  sold,  which  ten  per  cent,  shall  be  retained 
by  the  syndicate  managers  for  the  following  purposes,  to  wit: 

"(1)  For  the  e.xpenses  and  commissions  paid  by  the  said  Syndicate 
Managers  in  the  sale  of  said  bonds. 

"(2)  To  pay  to  the  Philadelphia  Construction  Company,  or  upon  its 
order,  any  unpaid  portion  of  the  purchase  price  of  the  bonds  subscribed 
for  hereunder  by  the  several  members  of  the  syndicate. 

"  (3)  To  pay  over  the  balance  to  the  members  of  the  syndicate  pro  rata 
in  the  proportion  of  their  subscription. 

"In  case  the  amount  of  bonds  sold  as  above  provided  is  insufficient  to 
make  payment  in  full  of  the  subscriptions  for  bonds  hereunder  made  by 
the  members  of  the  syndicate,  the  same  shall  be  applied  on  account  of 
such  subscriptions  and  the  several  members  of  the  syndicate  shall  and 
will  in  such  event  make  payment,  to  or  upon  the  order  of  the  Philadelphia 
Construction  Company  on  demand,  on  April  1,  1903,  of  the  unpaid  balance 
of  their  subscriptions  hereunder,  receiving  from  the  Philadelphia  Con- 
Btruction  Company  the  unsold  bonds  by  them  subscribed  for  hereunder 
and  as  well  the  common  and  preferred  stock  to  which  they  will  then  be 
entitled. 

"3.  The  members  of  the  syndicate  hereby  severally  agree  that  said 
$600,000  of  bonds  subscribed  for  hereunder  may,  pending  the  payment 
of  the  subscriptions  therefor,  be  pledged  by  the  Philadelphia  Construction 
Company  as  collateral  security  for  advances  to  be  made;  the  Philadelphia 
Construction    Company   hereby    agreeing    to    repay    such    advances    out    of 


UNDERWKITINO  CORPORATE  SECURITIES.       959 

the  purchase  price  of  said  bomls  as  ami  when  received  from  the  members 
of  the  syndicate  or  the  syndicate  managers,  or  both." 

The  above  (jiioted  matter  was  construed  by  the  court  in  I'hila.  Const.  Co. 
V.  Cramp,  138  Fei\.  1,000.  A  construction  comjiany  had  become  possessed 
of  .$000,000  of  collateral  trust  .'JO-year,  5%  gold  bonds  of  a  railway  and 
light  company.  Being  desirous  of  selling  these  bon<ls,  the  construction  com- 
pany enteied  into  an  agreement  with  certain  persons  called  a  "syndicate." 
The  material  parts  of  such  agreement  after  reciting  the  foregoing,  are  as 
above  quoted. 

Bee  Form  137.5,  post. 

See  note  to  Form  135."^,  supra. 

Form  1364. 
UNDERWRITING  AGREEMENT  FOR  BONDS. 

the  undersigned,  horol>y  agree  to  subscrilie  for    

bonds  of  the   Company,  of ,  of  the  par  value  of 

$ each,   and   at   the  rate   of    Dollars  for  each 

$ of  the  lionds,  and  also  hereby  agree  to  sub- 
scribe for  a  similar  amount  of  the  Capital  Stock  of  the  Company,  namely 

shares   of    the   par    value   of   $ each    at    the   rate    of 

Dollars   for  each  share,  and    hereby  agree  to   pay 

for  the  above  subscription,  as  hereunder  indicated;  but  the  above  sub- 
scription is  upon   the  stipulation   that   Messrs shall   make   a 

public  issue  of  the  Bonds  and  Capital  Stock  of  the Company, 

between  the  dates  of and at  the  rate  of 

cents  on  the  dollar  for  the  Bonds,  and   cents  on  the  dollar  for 

the  Capital  Stock.     In  the  event  of  the  said  Bonds  and  Stock  being  fully 

subscribed  for,   it  is  hereby  understood  that    as  underwriter 

shall  be  relieved  of  the  above  contract,  and  that  a  check  for  the  difference 
between  the  underwriter's  subscribing  price  and  the  price  of  public  issue 
shall  be  forwarded  to,  etc. 

Dates  of  payment.    (Insert  particulars  of  payment.) 

It  is  hereby  mutually  agreed  that  the  above  payments  may  be  com- 
muted at  a  discount  of per  cent,  per  annum. 

It  is  further  agreed  that  default  in  any  of  the  above  payments  shall 
render  instalments  already  paid  liable  to  forfeiture. 

In  Witness  Whereof have  hereunto  set   hand  and 

seal  this   day  of    ,   19.  .  .  . 

ISealI 

Signed  and  scaled  in  the  presence  of: 


See  note  to  Form  13.53,  supra. 


Form  1365. 

UNDERWRITING   AGREEMENT   FOR   BONDS 
(ANOTHER  FORM). 

Agreement    made    this    day    of    ,    A.    D.    19 .... , 

between    Supply  Company,  hereafter  called  ' '  The 

Company,"  of   the  first  part   and  all  .parties  signatory  to  this  agreement 
hereinafter  called  collectively  the  "Underwriters"   of  the  second  part. 


960      CORPORATION  FORMS  AND  PRECEDENTS. 

"^Tiereas,  The  Company  duly  exociitoil  its  first  mortgage  to    

Trust    Company,    as    trustee,    dated    the    day    of    , 

J9....,  to  secure  the  payment,  principal  and  interest,  of  one  hundred 
bonds    numbered    from    one    to    one    hundred    inclusive,    of    One    Thousand 

Dollars   each,   payable   on  the   first   day   of    ,   A.   D.    19 .... , 

■with  interest  at  six  per  cent,  payable  semi-annually,  both  payable  in 
gold ; 

And  Whereas  some  of  the  bonds  secured  by  said  mortgage  have  been 
pledged  by  The  Company  as  collateral  security; 

And  "Whereas  The  Company  proposes  to  pay  off  and  cancel  the  said 
bonds  and  to  have  said  mortgage  satisfied  and  in  lieu  thereof  to  issue 
other  bonds  secured  by  mortgage  of  similar  amount,  and  upon  the  same 
security,  but  payable  twenty  years  after  date,  with  interest  at  five  per 
cent,  per  annum,  and  has  duly  called  a  special  meeting  of  its  stock- 
holders to  authorize  the  issuance  of  such  bonds,  and  the  creation  of  the 
proposed   mortgage ; 

And  Whereas  in  order  to  enable  the  Company  satisfactorily  to  conduct 
its  business  it  is  necessary  that  The  Company  be  assured  of  the  sale  of 
such  new  bonds; 

Now  This  Agreement  Witnesseth:  that  for  and  in  consideration  of  one 
dollar  ($1.00)  each  to  the  other  in  hand  paid,  the  receipt  of  which  is 
hereby  acknowledged,  and  other  divers  good  and  valuable  considerations 
each  to  the  other  moving,  it  is  hereby  agreed; 

First,  That  upon  the  stockholders  of  The  Company  authorizing  the 
cancellation  of  the  outstanding  bonds  and  the  substitution  therefor  of 
the  new  issue  of  bonds  as  above  set  forth,  The  Company  will  as  soon  aS' 
possible  thereafter  procure  the  surrender  and  cancellation  of  all  out- 
standing bonds  dated    ,   19....,  and  procure   the  satisfaction 

of  the  mortgage  by  which  they  are  secured  and  the  issuance  of  other 
bonds  not  exceeding  the  aggregate  of  One  Hundred  Thousand  Dollars, 
to  be  secured  by  a  mortgage  of  similar  amount  and  upon  the  same  security, 
and  payable  twenty  years  from  date  with  interest  at  five  per  cent,  per 
annum. 

Second,  That  upon  the  stockholders  of  The  Company  consenting  to  the 
cancellation  of  the  existing  bonds  and  the  substitution  and  creation  of 
other  bonds  therefor,  as  herein  stipulated,  the  Underwriters  will  purchase 
from  The  Company  and  The  Company  will  sell  to  the  Underwriters,  at 
the  expiration  of  two  years  from  the  date  of  such  new  bonds,  all  of  such 
bonds  which  shall  not  have  been  sold  by  the  Company,  for  the  price  or 
sum  of  eighty-five  per  cent,  of  the  par  value  thereof. 

Third,  Should  The  Company  be  unable  to  cancel  the  existing  outstanding 
bonds  for  any  cause  whatever  and  fail  to  procure  the  substitution  of 
other  bonds  therefor,  as  herein  stipulated,  the  Underwriters  will  purchase 
from  The  Company  and  The  Company  will  sell  to  the  Underwriters  at 
the  expiration  of  two  years  from  the  date  hereof,  all  the  existing  lionds 

of  The  Company  dated  the  first  day  of ,  A.  D.   19....,  and 

not  theretofore  sold  for  the  price  or  sum  of  eighty-five  per  centum  of  the 
par  value  thereof. 

Fourth,  Such  payment  shall  be  made  by  the  Underwriters  upon  the 
written  request  of  the  Treasurer  of  The  Company,  who  will  issue  a  trust 


^  UNDERWRITING  CORPORATE  SECURITIES.      961 

receipt  for  the  money  calling  for  the  delivery  of  a  properly  executed  bond 
within  ten  days  from  the  payment  thereof. 

Witness  the  Seal  of  The  Company  duly  attested  by  the  signatures  of  its 
President  and  Secretary  and  the  hands  and  seals  of  the  Underwriters  the 
day  and  year  first   above  written. 

8u[)[)Iy    Company, 

[COBPORATE    SeAI,] 

President. 

Attest : 

Secretary. 

Signed,   sealed   ;iiid   delivered   in   the  jiresence  of: 

[Seal] 

[Seal] 

[Seal] 

See  note  to  Form  i;^i3.'5.  supra. 

Form  1366. 
AGREEMENT  TO  UNDERWRITE  DEBENTURES. 

An  agreement  made  the  day  of ,  19 .... ,  be- 
tween     ,   a  corporation   organized   under   the  laws  of 

,  (liereinafter  called  the  " Com- 
pany")    of  the  one  part   and  the    Bank,   a   corporation 

organized  under  the  laws  of   ,   (hereinafter  called  ' '  the 

Bank")   of  the  other  part, 

Whereas,  the Company  is  about  to  create  and  issue 

$ of  debentures  carrying  interest  at  the  rate  of   per  cent 

per  annum,  and  has  proposed  that  the  Bank  shall  invite  subscriptions 
therefor : 

Now  it  is  hereby  agreed  as  follows: 

1.  The  Bank  shall  invito  public  subscriptions  for  the  said  $ of 

debentures  of  the   Company. 

2.  The  said  debentures  shall  be  constituted  and  secured  by  a  trust  deed, 
to  be  approved  by  the  Bank  before  the  prospectus  is  issued,  as  herein- 
after provided  and  the  Bank  shall  be  nominated  and  appointed  Trustee 
under  said  trust  deed. 

The    Company   shall   pay   the   expenses   of   and 

incidental  to,  the  preparation  and  completion  of  .such  trust  deed. 

3.  The  Bank  shall  invite  subscription  as  aforesaid  by  the  issue,  publi- 
cation, and  circulation  of  a  prospectus,  a  copy  whereof  is  hereto  annexed 
and  marked  Exhibit  "A"  with  such  modifications,  if  any,  as  the  parties 
hereto  may  agree  upon. 

4.  The  said  prospectus  shall  be  issued  by  the   Bank  on 

or  before  the    day  of   next,  or  so  soon 

thereafter  as  said  trust  deed  shall  have  been  approved  as  aforesaid. 

5.  If  within  fourteen  days  after  the  issue  of  said  prospectus  there  shall 

be  any  part  of  the  issue  of  $ debentures  which  shall  not  have  been 

subscribed  for,  and  taken  up,  by  the  general  ]>ublic  in  response  to  the 
said  prospectus,  the  Bank  shall  itself  subscribe  for  and  take  up,  or  procure 


962   CORPORATION  FORMS  AND  PRECEDENTS. 

responsible  persons  to  subscribe  for  and  take  up  such  part  on  the  footing 
of  the  said  prosj^eetus. 

6.  The  Bank  shall  pay  all  the  expenses  of  printing,  publishing  and 
circulating  the  said  prospectus,  and  all  expenses  of  underwriting  and  broker- 
age, and  all  other  expenses  in   relation   to  the  underwriting  and    issue  of 

said  debentures,  except  the  costs  and  fees  of  the  solicitors  of  the 

Company  and  the  preparation  of  the  trust  deed  aforesaid. 

7.  Within    days  after  the  allotment   of  the   debentures  the 

Bank   shall   pay   over   to   the    Company   all   the   moneys 

received  by  the  Bank  in  respect  of  said  debentures,  and  all  moneys  sub- 
sequently received  in  respect  of  said  debentures  within   days 

after  the  receipt  thereof. 

S.     In  consideration  of  the  foregoing  obligation  undertaken  by  the  bank, 

the    Company   shall   on    or   before   the    day 

of   19.  .  .  .,  ])ay  to  the  Bank  a  commission  of   per 

cent,  on, the  par  value  of  such  debentures  so  to  be  offered  for  public  sub- 
scription, and  that  whether  the  same  shall  or  shall  not  be  wholly  taken  u]i 
by  the  public. 

In  Witness  Whereof,  etc. 

See  Form  1353,  supra,  and  notes  thereunder. 

Form  1367. 

AGREEMENT  BETWEEN  TRUST  COMPANY  AND 

UNDERWRITERS  FOR  ADVANCE  TO 

CORPORATION. 

This  agreement  made  this  15th  day  of  December,  A.  D.  1902,  by  and  be- 
tween        Trust  Company   (hereinafter  called  the  * '  Trust 

Company"),  of  the  first  part,  and  the  persons  who  shall  subscribe  their 
names  hereto  (hereinafter  called  the  "Underwriters"),  of  the  second  part, 
witnesseth- 

Whereas,  it  is  intended  to  secure  underwriting  for  not  exceeding  three 
hundred  and  fifty  thousand  ($350,000)  dollars  par  value  of  the  five  per 
centum   (5  per  cent.)   twenty  year  first  mortgage  sinking  fund  gold  bonds 

of  the Automobile  Company,  a  corporation  organized  and 

existing  under  and  pursuant  to  the  laws  of  the  state  of  New  York,  and 
to  make  arrangements  with  the  Trust  Company  whereby  it  will  make  ad- 
vances to  the  amount  of  such  underwriting;    and. 

Whereas,  the  Trust  Company,  at  the  request  of  the  Underwriters,  and  in 
part  consideration  of  the  execution  and  delivery  of  these  presents,  is  about 
to  advance  to  the  Underwriters,  or  to  their  nominee,  the  sum  of  not  less 
than  three  hundred  and  fifty  thousand  ($350,000)  dollars  upon  the  terms 
and  conditions  hereinafter  set  forth,  and  upon  security  of  the  collateral 
hereinafter  mentioned,  and  of  the  undertakings  of  the  several  Underwriters 
hereinafter  contained ;  and. 

Whereas,  each  accepted  underwriting  for  ton  thousand  ($10,000)  dollars 
of  said  first  mortgage  bonds  shall  entitle  the  Underwriters  thereto  to  ten 
thousand  ($10,000)  dollars  of  such  bonds,  and  also  to  ten  thousand  ($10,000) 
dollars  of  the  seven  per  centum    (7  per  cent.)   preferred  stock  of  the  said 

Automobile   Company,    and   also   to   ten    thousand 

($10,000)    dollars  of  common  stock  of  the  said   Auto- 


UNDERWRITING  CORPORATE  SECURITIES.      963 

mobile  Company,  and  suhscriptioiis  for  larj,'cT  ami  smaller  amoiint.s  shall 
participate   in   like  i)roportiQu  : 

Now,  therefore,  the  parties  hereto,  iu  consideration  of  the  premises,  and 
each  in  consideration  of  the  agreements  of  the  other  herein  contained,  do 
herel)y  and  severally  agree  as  follows : 

First.  The  Trust  Company  will  from  time  to  time  on  and  after  the  first 
day  of  October,  1902,  and  in  such  installments  as  may  be  requested  by  the 

board  of  directors  of  the  said    Automobile  Company, 

pay  a  total  aggregate  sum  of  not  exceeding  three  hundred  and  fifty  thou- 
sand   ($350,000)    dollars  to  the  said  comply. 

Second.  The  Trust  Company  shall  receive  interest  upon  the  said  loan  of 
three  hundred  and  fifty  thousand  ($350,000)  dollars  from  the  first  day  of 
October,  A.  D.  1902,  at  the  rate  of  six  per  centum  (6  per  cent.)  per  annum, 
and  shall  receive  as  a  commission  and  as  compensation  for  services  hereun- 
der, a  sum  equal  to  three  per  centum  (3  per  cent.)  upon  said  total  sum  of 
three  hundred  and  fifty  thousand   ($350,000)   dollars. 

Third.  Each  of  the  Underwriters  agrees  for  himself  only,  and  not  for 
any  other  or  either  of  the  others,  that  he  will  at  any  time  after  twelve  (12) 
months  from  October  1,  1902,  upon  demand,  forthwith  repay  to  the  Trust 
Company  the  amount  set  opposite  his  signature  hereto,  together  with  ac- 
crued interest  thereon,  and  that  the  Trust  Company  shall  have  the  right, 
in  the  event  of  default  in  payment  by  any  Underwriter,  to  forthwith  proceed 
against  him  to  recover  such  amount  and  the  interest  thereon,  and  that  the 
Trust  Company  shall  have  the  right  to  enforce  such  personal  liability  until 
the  full  amount  of  said  loan,  with  interest  and  costs,  shall  have  been 
recovered  by  the  Trust  Company,  without  recourse  to  any  other  party, 
and  without  recourse  to  any  collateral  security  being  first  had  and  required. 

Fourth.  The  underwriters  will  deposit  or  cause  to  be  deposited  with  the 
Trust  Comjjany,  as  collateral  security  for  the  repayment  of  said  loan,  or 
advances,  and  such  interest  and  commissions,  and  for  the  reimbursement  of 
the  Trust  Company  for  any  and  all  expenses  which  the  Trust  Company 
may  incur  by  reason  of  any  breach  of  this  agreement  on  the  part  of  the 
Underwriters,  or  any  of  them,  the  bonds  and  shares  of  the  capital  stock  of 

the  said Automobile  Company  in  amounts  as  follows : 

five  per  cent  (5%)  gold  coupon  notes  of  said  company  secured  by  a  mort- 
gage which  shall  be  a  first  lien  on  all  the  real  estate,  plants,  franchises  and 
all  other  assets  of  the  company  to  the  amount  of  three  hundred  and  fifty 
thousand  ($350,000)  dollars,  par  value,  and  being  all  the  obligations  of 
said  Company  secured  by  said  mortgage:  Seven  per  cent.  (7%)  preferred 
stock  to  the  amount  of  three  hundred  and  fifty  thousand  ($350,000)  dollars, 
par  value,  common  stock  to  the  amount  of  three  hundred  and  fifty  thou- 
sand   ($350,000)    dollars,  par  value. 

Fifth.  The  Trust  Company  may,  from  time  to  time  as  they  shall  become 
due,  detach  the  interest  coupons  from  the  afore-mentioned  bonds,  or  from 
such  of  them  as  shall  not  have  been  disposed  of  under  the  provisions  of 
this  agreement,  and  shall  collect  the  same,  and  the  sums  so  collected  shall 
thereupon  be  placed  to  the  credit  of  the  Underwriters. 

Sixth.  The  Trust  Company  may  from  time  to  time  until  such  time  as 
the  said  advancres  and  loans  shall  be  fully  repaid  to  the  Trust  Company, 
with  all  interest  due  thereon,  and  all  charges  which  by  this  agreement  may 
be  incMuiod  by  the  Trust  Company,  sell  at  private  sale  the  afore-mentioned 


964   CORPORATION  FORMS  AND  PRECEDENTS. 

shares  of  the  capital  stock  of  said  corporation  at  such  prices  satisfactory 
to  the  Trust  Company  for  the  several  classes  of  securities  as  may  be  desig- 
nated   in    writing   by    and    ,    or    their 

nominee,  and  the  proceeds  of  any  and  all  sales  made  by  virtue  of  the  pro- 
visions of  this  agreement  shall  be  applied  (1)  to  the  repayment  of  the 
amount  due  to  the  Trust  Company  upon  said  loans  and  advances,  and  for 
interest  and  charges,  and  (2)  the  surplus  of  such  proceeds,  if  any,  shall 
be  distributed  among  the  Underwriters  and  their  assigns,  pro  rata,  in 
accordance  with  the  amounts  set  opposite  their  signatures  hereto,  when 
said  loan,  together  with  interest  and  charges  as  herein  provided,  shall  have 
been  paid;  provided,  however,  that  the  Trust  Company  shall  be  entitled 
to  receive  interest  at  the  rate  hereinbefore  provided  upon  the  entire  amount 
of  three  hundred  and  fifty  thousand  ($350,000)  dollars  for  a  period  of  at 
least  three  months. 

Seventh.  In  case  the  Underwriters,  or  any  of  them,  shall  neglect  or  refuse 
to  keep  any  or  all  of  their  agreements  and  promises  hereinbefore  contained, 
it  shall  be  lawful  for  the  Trust  Company  to  sell  the  whole  or  part  of  the 
aforesaid  bonds  and  shares  in  the  capital  stock  of  said  corporation  at  public 
auction,  first  giving  notice  of  the  time  and  jjlace  of  such  sale  by  advertise- 
ment for  the  period  of  ten  days  in  some  one  of  the  public  newspapers  pub- 
lished in  said  city  of  New  York;  and  upon  any  such  sale  or  sales  the  Trust 
Company  is  hereby  authorized  to  make  and  execute  any  and  all  instru- 
ments and  do  any  and  all  things  necessary  to  vest  in  the  purchaser  at 
such  sale  a  valid  title  to  the  shares  so  sold;  and  no  purchaser  at  any  such 
sale  shall  be  required  to  inquire  into  the  necessity  of  any  such  sale,  nor  to 
see  to  the  application  of  the  purchase  money;  and  upon  any  such  sale  or 
sales  the  proceeds  thereof  shall,  after  the  payment  of  all  expenses  incidental 
to  such  sale,  including  reasonable  counsel  fees,  be  applied  by  the  Trust 
Company  in  the  manner  and  for  the  purposes  provided  in  the  sixth  para- 
graph of  this  agreement. 

Eighth.  And  whenever  the  Trust  Company  shall  have  been  fully  repaid 
to  the  amount  of  the  said  loan  or  advances,  together  with  all  other  sums  of 
money  which  may  become  due  to  the  Trust  Company  by  virtue  of  the  pro- 
visions of  this  agreement,  the  bonds  and  shares  in  the  capital  stock  of  said 
corporation,  if  any,  then  in  the  possession  of  the  Trust  Company,  shall,  by 
the  Trust  Company,  be  transferred  and  delivered  to  the  Underwriters  in 
proportion  to  the  amounts  set  opposite  their  signatures  hereto,  the  ex- 
pense, if  any,  attending  such  transfer,  to  be  borne  jiro  rata  by  the  Under- 
writers, and  in  the  making  of  such  transfer  and  delivery  due  regard  being 
had  to  any  equities  that  may  have  arisen  between  the  Underwriters  or  any 
of  them  arising  from  the  performance  of  their  agreements  herein  contained 
by  some  of  the  Underwriters  and  the  non-performance  of  their  agreements 
in  whole  or  in  part,  by  others  of  the  Underwriters. 

Ninth.  This  agreement  shall  be  binding  upon  and  inure  to  the  benefit  of  the 
respective  legal  representatives,  successors,  and  assigns  of  all  the  jiarties 
hereto,  and  the  counterparts  hereof,  and  each  of  them  shall  have  the  same 
force  and  effect  as  the  original. 

Tenth.  This  agreement  shall  not  be  binding  upon  any  of  the  parties  until 
Underwriters  to  the  aggregate  amount  of  three  hundred  and  fifty  thousand 
($.350,000)   dollars  shall  have  duly  executed  the  same. 

In  Witness  Whereof,  the  Trust  Company  has  caused  its  corporate  seal  ♦'O 


UNDERWRITING  CORPORATE  SECURITIES.      965 

bo  hereto  allixed  and  these  presents  to  bo  executed  by  its  proper  ollicers 
thereunto  duly  authorized,  and  the  Underwriters  have  hereunto  set  their 
names,  as  well  as  their  proper  post-office  aiidresses  respectively,  and  the 
amounts  agreed  to  be  pai<l  i)y  them  respectively,  as  hereinbefore  provided, 
the  day  and  year   first  above  written. 

Trust    Co., 

By ,  Vice  Pros. 

[CoRroRATE  Seal] 
Attest  : 


Secretary. 
Names  of  Underwriters.  Address.  Amount  to  be  paid. 


$. 


The  above  agreement  was  involved  in  Warburton  v.  Trust  Co.  of  America, 
182   Fed.  769. 

Form  1368. 
SUPPLEMENTAL  UNDERWRITING   AGREEMENT. 

Whereas,  tlie  subscribers  hereto  did,  by  an  iustrumeut  in  writing 
dated  30th  day  of  November,  1901,  agree  with  the  party  of  the  first 
part  to  purcliase  bonds  of  the  Eastern  Tube  Company  in  a  total  amount 
of  $250,000,  in  the  respective  proportions  and  on  the  terms  as  by  refer- 
ence  to   said   underwriting  agreement   will   more   fully   appear;    and 

Whereas,  by  the  terms  of  said  underwriting  agreement  it  was  pro- 
vided that,  if  the  said  bonds  were  not  sold  for  account  of  the  under- 
writers prior  to  October  2,  1902,  they  should  be  offered  for  public  sub- 
scription, and  in  the  event  of  any  of  the  said  bonds  not  being  sub- 
scribed, taken,  and  paid  for  by  responsible  purchasers  within  10  days 
after  the  first  publication  of  the  prospectus  making  such  public  offering, 
the  subscribers  would,  on  the  2d  day  of  January,  1003,  take  and  pay 
for,  at  par,  such  a  proportion  of  such  remaining  bonds  as  the  amount 
of  bonds  underwritten  by  them  should  bear  to  the  total  amount  of 
bonds   offered  by  the  prospectus;   and 

Whereas,  it  has  been  determined,  because  of  the  present  high  rates 
for  money,  and  for  other  reasons,  that  it  is  inexpedient  to  make  such 
public    offering  at   this   time: 

Now,  in  consideration  of  the  sum  of  $1.00,  in  hand  paid  by  the  party 
of  the  first  part  to  each  of  the  subscribers  hereto,  the  receipt  of  which 
is  hereby  acknowledged,  and  of  other  good  and  valuable  considerations, 
it    is    mutually    covenanted    and    agreed: 

First.  That  the  said  underwriting  agreement  of  November  30,  1001, 
be,  and  the  same  is  hereby,  modified  to  provide  that  such  public  offer- 
ing shall  be  deferred  to  a  date  to  be  fixed  by  the  party  of  the  first 
part,  not  later  than  October  15,  1903,  and  shall  then  be  made  in  tho 
manner  provided  by  said  underwriting  agreement,  and  that  such  of 
said  bonds  as  are  not  subscribed,  taken,  and  paid  for  on  such  public 
offering  shall  bo  paid  for  by  the  subscribers  hereto  on  the  15th  day  of 
December,  1003,  instead  of  the  2d  day  of  January,  1903,  save  and 
except  that  each  subscriber  hereto  and  to  said  agreement  of  November 


966   CORPORATION  FORMS  AND  PRECEDENTS. 

',)0,  1901,  in  consideration  of  the  above-mentioned  exteusiou,  hereby 
agrees  to  take  up  50  per  cent,  of  the  amount  of  bonds  heretofore  under- 
written by  him,  and  to  pay  for  the  same  at  par  and  accrued  interest 
on  or  before  the  15th  day  of  December,  1902.  All  checks  to  be  payable 
in  New  York  funds  to  the  Eastern  Tube  ("ompany  at  its  office  in  New 
York.  For  such  payiiieuts  the  subscribers  shall  receive  bonds  of  the 
Eastern  Tube  Company  at  par,  with  25  per  cent,  in  preferred  stock 
and  75  per  cent,  in  common  stock  of  the  amount  of  such  payments.  In 
addition  to  the  above-mentioned  payment  of  50  per  cent.,  each  sub- 
scriber hereto  agrees  to  pay  such  sum  as  will  entitle  him  to  a  full 
$1,000  bond  and  accompanying  stock,  in  cases  where  an  even  payment 
of  50  per  cent,  would  involve  the  delivery  of  a  fractional  part  of  a 
bond. 

Second.  And  it  is  mutally  covenanted  and  agreed  that  the  said  un- 
derwriting agreement  of  November  30,  1901,  shall  be  and  continue  in 
full  force  and  effect  as  to  all  the  provisions  thereof  not  herein  specific- 
ally  mentioned. 

Witness  our  hands  and  seals  this   day  of   ,  19.  .  .  . 

[Seal] 

[Seal] 

See  Eastern  Tube  Co.  v.  Harris,  140  Fed.  519,  where  the  terms  of  the 
subscription  under  the  original  underwriting  are  set  forth. 

See  Forms  1361,  1362,  supra. 

Form  1369. 

UNDERWRITING  AGREEMENT  FOR  REORGANIZATION 
OF  A  CONNECTICUT  CORPORATION. 

This  agreement,  made  this    day  of   ,  A,  D.   19...., 

between   ,  party  of  the  first  part;  and   ,  the 

Reorganization   Committee   of   the    (hereinafter   called 

the  "Reorganization  Committee"),  party  of  the  second  part;  acting 
herein  by ,  its  Chairman. 

Witnesseth: 

Whereas   for   the    purpose    of   a    reorganization    of   the   affairs   of   the 

,  the  party  of  the  second  part  has  promulgated  a  plan 

for  the  reorganization  of  said  Company,  together  with  a  reorganiza- 
tion agreement,  a  copy  of  which  is  hereto  attached,  marked  Exhibit 
"A,"   and  reference   made  thereto   as   a   part   hereof;   and 

Whereas,  in  order  to  carry  out  said  plan  of  reorganization  it  has 
been   found   necessary   for    the    Reorganization    Committee    not    only    to 

procure   the    sum   of    dollars    mentioned    in    said   plan,   but 

additional     moneys     with     which     to     liquidate     indebtedness     of     the 

,  which  has  been  found  to  exist,  but  which  was  not 

known  or  mentioned  in  said  plan;   and 

Whereas  the  Government   »f    has  by  legislation   arranged 

to  guarantee  a  proposed  loan  obtained  by  the  party  of  the  first  part 
in  a  sum  not  exceeding dollars  under  the  terms  and  con- 
ditions of  a  certain  agreement,  deed  of  trust  and  guaranty  referred  to 
herein  and  made  a  part  hereof,  marked  Exhibit  "B"; 

Now,  therefore,  it  is  agreed  by  and  between  the  parties  hereto,  that 


UNDERWRITING  COliPOKATE  SKCLRITIES.       967 

the  party  of  the  first  part  in  the  manner  ami  upon  the  terms  ami 
conditions  hereinafter  set  forth,  will  agree  to  subscribe  to,  ami  does 
liereby  subscribe  to,  the  underwriting  provided  for  in  the  said  plan 
of  reorganization,  or  as  the  same  may  be  changed  in  order  to  carry 
out  the  terms  thereof,  such  an  amount  as  when  added  to  the  other 
underwriting    paid    in    under    (he    terms    of    said    plan    of    reorganization, 

will  make  a  total  of   dollars  of  underwriting  to  the  said 

plan  and  will  furnish  the  said  party  of  the  second  part  with  the  amount 
necessary  to  complete  and  carry  out  the  said  reorganization  plan  upon 
such  Reorganization  Committee  complying  with  the  terms  and  condi- 
tions hereafter  set  forth  to  be  performed  by   it. 

It  is  understood  and  agreed  that  the  said  party  of  the  firijt  part  shall 

be  permitted  to  turn  in  as  part  of  said dollars  all  interest 

of  parties  participating  in  the  so-called    Syndicate,   which 

the  said  party  of  the  first  part  shall  have  purchased,  also  any  claims 
against  the  said  or  against  any  of  its  subsidiary  Com- 
panies, which  may  be  duly  assigned  to  said  party  of  the  first  part. 

The  party  of  the  first  part  shall  not  be  bound  by  any  of  the  condi- 
tions of  this  contract  to  pay  any  outstanding  secured  claims,  either 
as  against  the  said  or  any  of  its  subsidiary  Com- 
panies, the  owners  of  which  may  bind  themselves  by  agreement  with 
the  Eeorganization  Committee  or  with  the  new  Company  to  extend 
the  time  of  payment  upon  the  security  of  the  collaterals  or  liens  now 
attached  to  said  claims  for  the  period  of  three  years.     It  is  understood, 

however,   that   this   shall   not    apply   to    more    than    dollars 

of  secured  claims. 

And  whereas  the  said  plan  of  reorganization  provides  that  "the 
Conmiittee  on  behalf  of  the  underwriters  also  ofl'er  to  each  stockholder 
of    the    old    Company    the   privilege    of    exchanging    his    stock    in    the    old 

Company  for  stock   in   the   new   Company"   on   payment   of    

dollars  per  share,  it  is  understood  and  agreed  that  in  ascertaining  the 
exact  amount  of  cash  or  contribution  to  the  Reorganization  plan  which 
will  be  required  from  the  party  of  the  first  part  under  the  terms  of 
this    agreement,    an    amount    equal    to    the    total    amount    of    the    funds 

realized   by    virtue   of   the   payment   of    dollars   per   share 

arising   from    the    deposits    of    the    stockholders    of    the    

under  the  said  plan  of  reorganization  and  the  payments  of  other  under- 
writers shall  be  first  deducted,  and  also  all  other  moneys  or  resources 
of  said  Committee  available  for  the  purpose  of  carrying  out  said  plan 
of   Reorganization,  subject   to  the   plan   of   Reorganization. 

It  is  further  understood  and  agreed  between  the  parties  hereto  that 
the  party  of  the  first  part  guarantees  the  Reorganization  Committee 
that  after  all  expenses,  fees  and  commissions  of  the  reorganization  have 
been  paid,  the  new  Company  or  Corporation  to  be  formed   as  successor 

of  the  Reorganization  Committee  shall  have  a  clear  capital  of   

dollars  in  cash,  over  and  above  and  exclusive  of  raw  material  and  other 
assets  on  hand.  Provided  that,  if  in  order  to  furnish  such  cash  working 
capital  it  becomes  necessary  for  the  party  of  the  first   part  to  pay  a 

sum  of  money  in  e.xcess  of  the dollars  hereinbefore  named, 

the  said  party  of  the  first  part  shall  be  entitled  to  receive  for  such 
additional    sum    as    it    shall    be    required    to    pay    over    and    above    the 


968      CORPORATION  FORMS  AND  PRECEDENTS. 

dollars   an   equivalent   amount   of   the   first   mortgage   bonds 

reserved  for  the  Treasury  under  the  plans  for  the  new  Company  at  the 
price  of per  cent,  of  the  face  value  thereof. 

In   consideration   -whereof   the   Reorganization   Committee   agrees   that 

upon   receiving   all   the   securities   which   the    pledged 

with for  loan,  and  which  securities  are  now  in  possession 

of ,  it  will  deliver  or  cause  to  be  delivered  to 

of   ,  hereinafter  called  "Trustee  for  Secured  Loan,"  all 

the  stock,   bonds   and  other  securities  of  the    and  all   the 

stocks  and  bonds  of  the   and  the  note  of  the   

for   $ which    matured    ,    19 ,    endorsed    by    the 

and   the    and   secured  by   mortgage   on 

certain   vessels  and  shipping  property,  to  be  used   as   collateral   by  the 

party  of  the  first  part  to  procure  a  loan  of dollars  ($ ) 

for  two  (2)  years;  and  the  Reorganization  Committee  also  agrees,  upon 
the  performance  of  the  conditions  just  stated,  to  deposit  with  tho 
"Trustee  for  Secured  Loan"  the  amount  of  first  mortgage  bonds,  income 
bonds   and   stock   of  the   new   Company,  which   a   payer   of   the   sum    of 

$ in  money  under  the  plan  of  reorganization  would  be  entitled 

to  receive  for  underwriting  such  amount  of  first  mortgage  bonds,  income 
bonds  and  stock,  to  be  accurately  determined  when  the  number  of  shares 

of  stock   of  the    upon  which  the   $ assessment 

has  been  paid  by  the  stockholders  under  the  plan  of  reorganization 
has  been  ascertained  and  when  the  exact  amount  of  underwriting 
under  said  plan,  other  than  that  of  the  party  of  the  first  part,  has  also 
been   ascertained. 

The   party   of   the   first   part   hereby   expressly   covenants   and    agrees 

to  pay  the  said  loan  of  $ so  to  be  obtained  by  it  thirty  days 

before  the  due  date  of  said  loan,  and  immediately  upon  such  payment 
to  deliver  to  the  Trustee  to  be  appointed  by  the  new  Company  under 
the    mortgage    to    secure    its    first    mortgage    bonds,    the    said    bonds    and 

stock  of  the   and  of  the   and  the  said  note 

for  $ with  its  collaterals;  the  party  of  the  first  part,  upon  such 

payment    and    delivery    of    bonds    and    stock    and    the    said    note    for 

$ with  its  collaterals  as  stated,  is  to  receive  from  the  "Trustee 

for  Secured  Loan"  said  first  mortgage  bonds,  income  bonds  and  stock 
of  the  new  Company  deposited  as  aforesaid  by  the  Reorganization  Com- 
mittee or  its  successors  with  the  "Trustee  for  Secured  Loan." 

It  is  understood  and  agreed  between  the  parties  hereto  that  in  the 
event  of  failure  of  the  party  of  the  first  part  to  pay  such  loan,  at  least 
thirty  days  before  maturity  or  at  least  thirty  days  before  the  due  date 
of  renewal,  which  renewal  shall  not  exceed  two  years,  while  the  said 
Reorganization    Committee,    or    its   successors    or    the    new    Company   shall 

have  no  liability  to  pay  the  said  sum  of dollars   ($ ) 

and   interest,   it   shall   have   the   right   at   the   maturity   of   said   loan   to 

pay   the   said   sum   of    dollars    ($ )    and   interest    to 

whom    it    may   be   due,    and    upon    such   payment    to    require    and    obtain 

the  return  of  the  said  stocks  and  bonds  of  the   and   of  the 

,  and   said   note  for  .$ with   its   collaterals   and 

of  the  stocks  and  bonds  of  the  new  Company. 

Pending  the  running  of  said  loan,   and  until  its  maturity  or  paymeiit^ 


UNDERWRITING  CORPORATE  SECURITIES.      969 

as  just  described,  all  the  stocks  and  bonds  of  the  said   ,  and 

all  the  stock  and  bomis  of  the   ,  an<l  said  note  of  $ 

with  its  collaterals,  and  said  stocks  and  bonds  of  the  new  Company  repre- 
sented by  the  dollars  ($ )  underwriting,  shall  be  de- 
posited  with   the    ,   of    ,    "Trustee 

for  Secured  Loan,"  as  further  collateral  for  said  loan. 

If  said  loan  is  repaid  by  the  party  of  the  first  part,  the  said  trustee 
shall  deliver  to  it  all  the  bonds  and  stocks  of  the  new  Company  held  Vjy  the 
Trustee,  and  to  the  Trustee  under  the  first  mortgage  to  be  given  by  the  • 

new  Company,  all  the  stock  and  bonds  of  the   and  of  the 

and  said  note  for  $ with  its  collaterals. 

If  the  Eeorganization  Committee  or  its  successors,  or  the  new  Com- 
pany, pays  such  loan,  it  shall  receive  delivery  of  all  of  the  securities  held 
by  the  Trustee  for  the  secured  loan,  except  the  said  stocks  and  bonds  of 

the and  said  note  for  $ with  its  collaterals,  which 

shall  be  delivered  to  the  said  first  mortgage  trustee  of  the  new  Company. 

If  neither  the  party  of  the  first  part  nor  the  Reorganization  Committee 
nor  the  new  Company  pays  the  said  loan,  and  the  payment  thereof  devolves 
upon  any  guarantor  thereof,  then  the  collateral  shall  be  exposed  to  public 
sale  by  the  Trustee  for  the  Secured  Loan  in  the  manner  provided  by  law 
for  such  sale,  and  so  much  thereof  sold  as  may  be  necessary  to  make  whole 
the  guarantor,  and  the  remainder  of  the  securities,  if  any,  shall  be  de- 
livered to  the  Eeorganization  Committee  or  its  successors  or  to  the  new 

Company,  except  the  securities  of  the    remaining  and  said 

note  for  $ with  its  securities,  if  any,   which  shall   be   delivered   to 

the  first  mortgage  trustee  of  the  new  Company. 

It  is  further  agreed  and  understood  between  the  parties  hereto  that 
should  any  underwriter,  subscriber  to  bonds,  or  shareholder,  after  said 
plan  of  reorganization  has  been  declared  operative  by  said  Reorganization 

Committee  other  than  the   request  the  withdrawal  of  his 

underwriting  or  subscription  to  stock  or  bonds,  the  Reorganization  Com- 
mittee may,  in  its  discretion,  grant  such  request  without  affecting  the 
binding  force  and  effect  of  this  agreement. 

It  is  further  understood  and  agreed  between  the  parties  of  this  agree- 
ment that  the  party  of  the  first  part  hereby  guarantees  the  Reorganization 
Committee  and  its  succes.sors  and  the  new  Company  that  it  will  perform  the 

conditions  imposed  by  the  Government  of and  required  of 

said  Company  by  it  to  their  guarantee  of  the  payment   of  the  loan   of 

dollars   ($ ),  said  condition  being  satisfactory  to  the 

Eeorganization  Committee,  its  successors  or  the  new  Company. 

It  is  further  agreed  and  understood  that  the  said  party  of  the  second  part 
will  co-operate  with  the  said  party  of  the  first  part  in  endeavoring  to  secure 

compliance  with  the  conditions  named  by   upon  which 

said  agree  to  turn  over,  upon  the  payment  of  their 

said  loan,  the  securities  pledged  with  said by  the 

It  is  further  agreed  and  understood  that  upon  the  performance  of  this 
agreement  the  said  party  of  the  first  part  shall  be  treated  as  a  subscriber 

to  the  said  underwriting  agreement  for  the  sum  of   dollars 

less  only  the  amounts  subscribed  to  such  underwriting  agreement  by  other 
parties  than  said  first  party,  and  entitled  to  all  the  securities  of  the  new 
Company  under  the  s;'id  underwriting  agreement,  upon  such  subscription. 


970      CORPORATION  FORMS  AND  PRECEDENTS. 

In  Witiioss  Whereof,  the  said    and  the  Eeorganiza- 

tion  Committee  have  caused  these  presents  to  be  duly  executed  the  day  and 
year  hereinbefore-  first  written. 

Company, 

By   

Its  Vice-President  [Seal] 

Chairman   of   Keorgauizatidn   Committee. 
,     (Exhibits  "A"  and  "B"  attached.) 

(Although  the  above  agreement  is  anomalous  in  some  respects,  it  is  be- 
lieved that  many  valuable  features  will  be  found  therein,  which  would  be 
useful  in  the  reorganization  of  corporations  generally.) 
See  notes  to  Form  1353,  supra. 

See  for  Reorganization  of  Corporations,  Chapter  XXXV,  post. 
See    for    instrument    pledging    securities    referred    to    in    above    form, 
Form   1331,  supra. 

Form  1370. 

UNDERWRITING    AGREEMENT    FOR    BONDS— UNDER- 
WRITERS TO  RECEIVE  STOCK  BONUS. 

This  agreement,  made  this day  of ,  19. , 

by  and  between &  Company,  party  of  the  first  part,  and 

the  subscribers  hereto,  severally,  each  for  himself  and  not  one  for  the  other, 
parties  of  the  second  part,  hereinafter  called  ' '  Subscribers : ' ' 

Whereas,  The Power  Company  has  been  incorporated 

under  the  laws  of  the  State  of ,  for  the  purpose  of  owning, 

fonstructing  and  operating  a  water  power  on  the River  to 

(levelop    electric    energy    for    distribution    throughout    a    large    section    of 

Wisconsin,  and  has  a  total  authorized  capital  stock  of 

$3,000,000,  all  common,  divided  into  30,000  shares  of  $100  each,  and  a 
total  authorized  issue  of  $5,000,000  of  bonds,  said  bonds  being  dated  May 
1,  1911,  of  $1,000  and  $500  denominations,  maturing  May  1,  1941,  bearing 
interest  at  the  rate  of  5%  per  annum,  payable  semi-annually — May  1st  and 
November  1st — and  secured  by  first  lien  upon  the  franchises,  rights  and 

property  of   said   The    Power   Company.      (The   Trust   Deed 

will  provide  that  the  escrow  bonds  shall  be  taken  down  from  time  to  time, 
under  its  terms,  for  betterments,  cidditions,  improvements,  etc.,  at  the  rate 
of  80%  of  the  cost.  A  sinking  fund  will  be  established  for  the  retirement 
of  these  bonds  beginning  May  1,  1917,  and  continue  for  a  period  of  ten 
years,  of  1%  of  the  bonds  then  outstanding,  and  1M;%  thereafter)  ;   and, 

"WTiereas,  it  will  require  the  proceeds  of  approximately  $3,000,000  of  said 
bonds  to  install  the  hydro-electric  development  mentioned;  which  bonds, 
together  with  certain  of  the  stock,  the  party  of  the  first  part  has  acquired 
through  contract;   and 

Whereas,  said  party  of  the  first  part  is  desirous  of  having  underwritten 
said  bonds  and  is  offering  the  same  for  subscription  to  the  subscribers  upon 
the  terms  and  conditions  hereinafter  set  forth; 

Now,  Therefore,  In  consideration  of  the  premises  and  of  the  mutual 
covenants  and  agreements  herein  contained,  said  parties  have  mutually 
agreed  as  follows,  to  wit: 


UXI)ER\VK1T1N(J  CORPOKATH  SECCKITIKS.      971 

First — The  uiKlorsigncd  Subscribers  hereby  subseril  e  and  agree  with 
the  party  of  the  first  part  to  take  and  to  pay  for  at  the  rate  of  nine  hun- 
dred  ($itOO)   dollars  per  bond  and  accrued  interest  the  number  of  the  said 

First  Mortgage  Bonds  of  The   Power  Company  set 

opposite  their  respective  names,  provided  there  shall  be  also  delivered  to 
them,  or  for  their  account,  at  the  time  and  in  the  manner  hereinafter  pro- 
vided,  $500   of  the  capital  stock  of  said   The    Power 

Company  with  each  one  thousand  dollar  bond  of  said  company.  (The 
delivery  of  said  stock  to  be  made  to  each  subscriber  hereto  after  the  com- 
pletion of  his  final  payment.) 

Second — Payments  of  subscriptions  shall  be  made  as  and  when  called 
for  by  the  party  of  the  first  part,  said  calls  to  be  made  as  money  is  required 
for  the  purposes  herein  mentioned.  The  first  call  for  funds  under  this 
agreement  shall  not  be  greater  in  amount  than  10%  of  the  total  amount 
of  each  subscription.  Subsequent  payments  shall  be  made  upon  two  weeks' 
notice  to  the  Subscribers.  It  is  nuitually  understood  and  agreed  that 
funds  will  not  be  called  for  at  any  one  time  in  an  amount  greater  than 
twenty  per  cent  (20%)  of  each  subscription,  and  that  not  more  than  fifty 
per  cent  (50%)  of  the  total  amount  of  each  subscription  will  lie  called 
during  the  calendar  year  1911. 

Third — Upon  payments  being  made  hereunder,  the  party  of  the  first  part 

shall  deliver  to  the  Subscribers  First  Mortgage  5%  Bonds  of  The 

Power  Company  upon  the  terms  herein  provided;  however,  pending  the 
issuance  of  the  permanent  bonds,  Subscribers  will  receive  a  temporary  re- 
ceipt, bearing  interest  at  the  same  rate  as  the  bonds,  which  will  be  taken 
up  and  canceled  upon  the  delivery  of  the  permanent  securities.  All  cou- 
pons due  before  the  date  of  delivery  of  said  Itouds  shall  be  canceled  and 
interest  adjusted  and  paid  as  of  the  date  of  each  cash  payment.  In  case 
of  the  failure  of  any  subscriber  to  make  any  of  the  payments  provided 
hereunder,  the  party  of  the  first  part  shall  have,  and  in  their  sole  and  ex- 
clusive discretion  may  exercise  for  the  benefit  of  any  of  the  Subscribers 
hereto,  the  right  to  exclude  such  subscriber  from  all  interest  hereunder; 
and  in  their  discretion,  and  in  such  manner  as  they  may  see  fit  without  any 
proceeding  either  at  law  or  in  equity,  they  may  dispose  of  such  Subscriber's 
participation  hereunder,  or  of  any  interest  or  right  of  said  Subscriber  in 
or  to  any  stock  certificates  or  bonds — at  public  or  private  sale — and  said 
party  of  the  first  part,  or  any  party  hereto,  may  liecome  purchasers 
thereof. 

Fourth — Nothing  htM-cin  contained,  or  otherwise,  shall  constitute  the  par- 
ties hereto  partners,  or  shall  render  any  one  of  the  Subscribers  liable  for 
any  other,  nor  liable  for  anything  except  the  payment  of  the  amount  of 
cash  subscribed  by  him  as  herein  provided.  On  signing  this  agreement, 
each  Subscriber  shall  indicate  opposite  his  name  the  total  sum  of  his  cash 
subscription  and  the  amount  of  bonds  subscribed  for.  Each  Subscriber 
shall  be  called  upon  to  make  payments  to  the  amount  of  his  subscription 
only,  and  shall  be  responsible  for  the  full  amount  subscribed  by  him  regard- 
less of  the  performance  or  non-performance  by  any  other  Subscriber. 

Fifth — Xo  assignment  of  any  interest  hereunder  shall  be  valid  as  against 
any  of  the  parties  hereto  unless  executed  in  a  form  and  manner  to  be  ap- 
proved  by   the  party  of  the  first  part.     Any  person   or  persons   accepting 


972       CORPORATION  FORMS  AND  PRECEDENTS. 

an  assignment  of  any  interest  hereunder  shall  become  and  be  bound  by  the 
stipulations  of  this  agreement. 

Sixth — Each  Subscriber  hereto  agrees  and  covenants  with  every  other 
Subscriber,  and  with  ttie  party  of  the  first  part,  that  he  will  hold  his  bond 
for  a  period  of  three  years  from  the  date  of  the  first  payment  of 
funds  under  this  agreement,  for  the  mutual  protection  of  each  and  every 
Subscriber  hereto;  and  the  party  of  the  first  part  shall  have  full  power  to 
sell  the  said  bonds  before  the  termination  of  this  agreement  upon  such 
terms  and  at  such  times  and  for  such  prices  as  they  may  deem  best,  pro- 
vided that,  without  the  consent  of  the  Subscribers  whose  participating  sub- 
scriptions amount  to  at  least  two-thirds  of  the  total  participating  subscrip- 
tions, no  sales  of  any  bonds  shall  be  made  at  less  than  94.6%  of  the  face 
value  thereof  and  accrued  interest,  in  cash,  less  a  selling  commission  of 
1%%,  which  will  be  considered  compensation  to  the  party  of  the  first  part 
in  full.  Any  Subscriber  may  withdraw  from  sale  at  the  time  of  signing 
this  agreement,  or  at  any  time  thereafter,  with  the  consent  of  the  party 
of  the  first  part,  the  whole  or  any  part  of  the  bonds  subscribed  by  him. 
The  conditions  of  the  withdrawal  of  such  bonds  are  to  be  satisfactory  to 
the  party  of  the  first  part  and  in  accordance  with  such  reasonable  limita- 
tions as  may  be  prescribed  by  said  party  of  the  first  part  at  the  time  of 
such  withdrawals;  the  whole  object  and  intent  being  to  protect  each  and 
every  individual  Subscriber  from  having  the  bonds  promiscuously  offered, 
to  the  detriment  of  all  the  parties  herein  interested. 

Seventh — All  notices  issued  by  the  party  of  the  first  part  hereunder  shall 
1)6  mailed  to  the  addresses  of  the  Subscribers,  as  given  below  opposite  their 
lespective  names. 

Eighth — This  agreement  is  made  and  is  to  be  performed  in  the  State 
of   

Tn  Witness  WTieieof — The  party  of  the  first  part  has  executed  an  original 
hereof,  and  the  Subscriber,  party  of  the  second  part,  has  executed  an  orig- 
inal or  counterpart  hereof;  it  being  understood  that  for  convenience  this 
agreement  may  be  executed  in  several  parts  and  copies  will  have  like  force 
and  effect  as  if  all  the  executions  were  on  one  part  or  copy  thereof. 


Subscriber's    Name. 


Subscriber 's  Address. 
(Street  and  City.) 


Bonds 

Subscribed 

For. 


Cash   Subscrilied 

(in  Multiples  of 

$900.) 


See  notes  to  Forms  1348  and  1.353,  supra. 
See  Forms  1408,  and  1661,  post. 


Form  1371. 
SUB-UNDERWRITING  AGREEMENT. 

An   Agreement   made   the    day   of    ,   between 

(underwriter)  of,  etc.  (hereinafter  called  the  underwriter)  of  the  one  part 
ai.d  (sub-nnderwriter)  of,  etc.  (hereinafter  called  the  sub-underwriter) 
of  the  other  part. 


UNDERWRITING  CORPORATE  SECURITIES.      973 

Whereas   the   underwriter   has   agreed    to    underwrite    shares 

of  $ each  in  the  capital  of  The   Company  on  the 

terms  of  an  agreement  dated  the day  of   , 

19....,  and  made  between   (parties). 

And  Whereas  the  sub-underwriter  has  agreed  to  take  over  the  said  under- 
writing agreement  to  the  extent  of  (one-fifth)  of  the  shares  thereby  agreed 
to  be  underwritten  upon  the  terms  hereinafter  contained. 

Now  it  is  hereby  agreed  as  follows: 

1.  The  sub-underwriter  shall  subscribe  for  or  procure  the  subscription 
of  (one-fifth)  of  the  said  shares  which  the  underwriter  has  agreed  to  under- 
write. 

2.  The    underwriter    shall    pay    the    sub-underwriter    a    commission    of 

$ ,  being  at  the  rate  of    per  cent,   on  the   nominal   value  of 

the  shares  to  be  sub-underwritten. 

3.  As  security  for  the  payment  of  the  said  commision  the  underwriter 
hereby  assigns  to  the  sub-underwriter  all  moneys  payable  by  the  said  com 
pany  to  him  under  the  said  agreement  of  the day  of 

4.  The  sub-underwriter  shall   as   between   himself   and  the  underwriter 

be  bound  by  all  the  provisions  of  the  said  agreement  of  the   

(Jay  of so  far  as  the  same  are  not  inconsistent  with  this 

agreement  as  though  the  same  had  been  set  out  in  full  herein. 

As  Witness,  etc. 


(Signatures  of  both  parties.) 
See  next  form. 

Form  1372. 
SUB-UNDERWRITERS'  AGREEMENT. 

Messrs    (the    Underwriters). 

Dear  Sirs:     I  understand  that  you  are  instructed  to  sell  at  par  Preferred 

Stock    of   the    Company    (to    be    incorporated),    to    the 

amount  $ par  value,  and  that  the  sale  of  the  whole  amount  must 

be   completed    on   or   before    ,   or   within    

days   after   the   incorporation   of   the   Company,   if   not    incorporated    until 

after   proximo,  pursuant  to  an  agreement  by  which  the 

Company  will  acquire  the  businesses  and  properties  of  the   

Company,  and  the Company. 

Upon  the  understanding  that  this  agreement  will  be  carried  out,  and  in 

consideration  of shares  of  common  stock  of  the  said 

Company,  par  value  $ ,  to  be  delivered  to  me  fully  paid  within 

days  after  completion  of  the  said  sale  and  carrying  out  of  the  agreement 

herein  contained  to  your  satisfaction,  I  hereby,  to  the  extent  of  $ 

guarantee  the  said  sale,  and  agree  at  your  option  to  purchase  at  par  at 
the  time  fixed  for  completion  thereof  as  above  stated,  Preferred  Stock 
of  the  said  Company  to  such  amount  as  shall  bear  the  same  proportion  to 

the  said  guaranteed  amount  of  $ as  the  total  amount  of  Preferred 

Stock  in  your  hands  then  unsold  shall  bear  to  the  said  amount  of  $ 

And  in  addition  to  such  guarantee  I  hereby  offer  to  purchase  at  par 
Preferred  Stock  of  the  said  Company  to  the  amount  of  $ ,  or  any 


974       CORPORATION  FORMS  AND  PRECEDENTS. 

part  thereof,  this  offer  to  be  open  until  the  time  fixed  for  completion  of 
the  said  sale. 

Yours  truly, 


(Signature  of  sub-underwriter.) 

Dated ,  19 

See  ne.xt  preceding  form. 

Form  1373. 

AUTHORIZATION   TO   ARRANGE   FOR   PUBLIC   UNDER-  ' 

WRITING. 

The    undersigned,    subscribers   to    the    managing   underwriting    of    the 

preferred    stock    of    the     Company,    hereby    authorize 

Messrs Bros,  to  make  arrangements  with  any  trust  or  bank- 
ing company,  or  bankers,  for  the  public  underwriting  of  such  preferred 
stock,  upon  such  terms  and  conditions  as  shall  seem  best,  not  exceeding, 
however,  one  share  of  common  stock  for  each  share  of  preferred  stock, 
as  bonus  on  the  public  subscription. 

Dated  ,  19 

[Seal] 

[Seal] 

[Seal] 

See  White  v.  Eobinson,  130  N.  Y.  Supp.  388. 

Form  1374. 
INVITATION  FOR  SUBSCRIPTIONS  TO  UNDERWRITING. 

Company    (Managing    Underwriters).      It    is    pro- 
posed to   organize   a   corporation  under  the   laws   of  the   state   of   New 

.Jersey    to    be    called    " Gaslight    Company."     *     *     * 

The  company  will  be  formed  with  an  authorized  capital  stock  of  $12,- 
000,000,  of  which  $4,000,000  will  be  preferred  7  per  cent,  cumulative  . 
stock,  and  $8,000,000  common  stock.  It  will  purchase  from  the  owner 
,  the  patents  covering  this  light  *  *  *  and  will  pay  there- 
for the  sum  of  $2,750,000  in  cash,  $750,000  in  preferred  stock,  $8,000,000 
in  common  stock  of  the  company,  which  payments  shall  also  include  all 
expenses  of  organization  and  promotion.  Subscriptions  are  invited  for 
$3,250,000  of  the  preferred  stock.  The  subscribers  to  the  preferred 
stock  of  the  company  will  receive  from  the  owner  of  the  patents  two 
shares  of  the  common  stock  of  the  company  for  each  share  of  the  pre- 
ferred stock  allotted  to  them,  respectively.  When  the  entire  amount  of 
$3,250,000  of  the  preferred  stock  offered  for  subscription  is  taken  at  par, 
there  will  remain  in  the  treasury  of  the  company  for  the  use  of  the 
corporation  $500,000  in  cash  for  working  capital.  The  owner  of  the 
patents  is  made  a  party  to  this  agreement,  and  hereby  assents  to  the 
delivery  of  two  shares  of  the  common  stock  for  one  share  of  the  pre- 
ferred stock  of  the  company  allotted  to  each  subscriber.  The  subscrip- 
tions become  binding  when  the  $3,000,000  has  been  subscribed;  ten  per 
cent,  of  the  subscriptions  shall  be  payable  by  check  to  t-he  order  of 
Messrs Bros,  upon  their  call,  and  the  balance  on  notice  of 


UNDERWRITING  CORPORATE  SECURITIES.      075 

ten  (lays  in  writing  by  tlic  secretary  of  the  eonipaiiy.  Stoik  will  be 
aliotte<l  among  subscribers  when  subsc-riptions  are  closed,  privilege  to 
reduce     any     subscription     ])eing     reserved.     »     »     *     Sul»scriptions     will 

not  be  accepted  unless  returned  to   ,  71  Broadway,  New  York 

City,  who  are  authorized  to  arrange  for  the  pul)]ic   subscription   to   the 
preferred  stock,  allowing  public  subscribers  a  bonus  not  to  exceed   one 
share  of  common  for  each  share  of  preferred, 
ace  White  v.  Kobinson,  130  N.  Y.  Supp.  388. 

Form  1375. 

LETTER    CONCERNING    COMPENSATION    OF   UNDER- 
WRITERS. 

Philadelphia,  Pa.,  November  1,  1901. 
To  The  Underwriters  of  the  Bonds  of  the    Railway   and 

Light  Coinj):iiiy: 

In  the  view  that  the  compensation  of  the  Underwriters  is  not  suffi- 
ciently set  forth  in  the  underwriting  agreement,  we  desire  to  say  that  it 
is  the  meaning  thereof  that  the  said  underwriters  shall  receive  the  num- 
ber of  shares  of  Common  and  Preferred  stock  set  forth  in  the  agree- 
ment, and  in  addition  thereto  the  sum  of  Five  per  cent.  (5%)  of  the 
par  value  of  the  bonds  subscribed  for  in  cash  at  the  termination  of  the 
underwriting  agreement. 

If  the  bonds  shall  be  sold,  as  is  intended,  to  other  persons  than  the 
subscribers  to  the  underwriting,  they  shall  be  paid  five  per  cent.  (5%) 
out  of  the  ten  per  cent.  (10%)  reserved  from  the  proceeds  of  the  sale; 
and  if  they  shall  not  be  sold  and  the  'inderwriters  be  required  to  take 
them  at  95,  the  said  five  per  cent.  (5%)  of  the  par  value  of  the  bonds 
shall  be  paid  them  in  a  reduction  of  the  amount  paid  by  them. 

Very  truly  yours,  Samuel  R.  Shipley. 

"William  B.   Given. 
Philadelphia   Construction    (Jonipany, 

By  John  E.  lless.  President. 

Attest:     Lewis  Starr,  Secretary.  ' 

See  Phila.  Const.  Co.  v.  Cramp,  13S  Fed.  009.  where  the  material  parts 
of  an  underwriting  agreement,  with  reference  to  which  the  above  letter  was 
written,  are  set  forth. 

See  Form  1363,  supm,  for  extracts  from  underwriting  agreement  re- 
ferred to  in  above  form. 

Form  1376. 

UNDERWRITING  CERTIFICATE. 

,   190 

On  January  10th,  1904  (or  at  any  time  on  or  before  four  months  from 
date  hereof,  at  my  option),  T  promise  to  pay  the  Consoli<lated  Industries 
Company,  or  to  their  order  by  indorsement  hereof,  the  sum  of  eight  hun- 
dred and  twenty-five  dollars,  in  consideration  of  which,  it  is  agreed  by  all 
parties  hereto,  I  shall  receive  from  the  payee  one  thousand  dollars  par 
value  in  the  consolidated  refunding  sinking  fund  5  per  cent.  So-yeinr  gold 
bonds  of  the  Consolidated  Gas  &  Electric  Company,  of  Batavia,  New  York, 
of  an  authorized  issue  of  three  hundred   thousand  dollars,   and  three  hun- 


976       CORPORATION  FORMS  AND  PRECEDENTS. 

dred  dollars  par  value  of  the  capital  stock  of  the  said  Consolidated  Gas 
&  Electric  Company,  of  Batavia,  New  York,  of  an  authorized  issue  of  two 
hundred  thousand  dollars,  the  payment  of  said  sum  by  me  and  delivery  of 

said  certificates  to  me  to  be  made  at  the  office  of on   (or  on 

or  before  four  months  from  the  date  hereof,  at  my  option)  January  10th, 
1004. 


Xo 

See  Knickerbocker  Trust  Co.  v,  Davis,  H.*?  Fed.  587,  where  it  is  stated 
that  certificates  in  the  above  form  were  issued  to  each  underwriter  for 
the  amount  set  opposite  his  name.  Extracts  from  the  underwriting  agree- 
ment are  set  forth  in  the  opinion. 


CHAPTER  XVIII. 

FLOTATION    OF   STOCK  AND  CORPORATE 
SECURITIES. 

Form  1377. 

AGREEMENT  FOR   SALE   OF   BONDS   TO   CAPITALISTS 

WHO  INTEND  TO  OFFER  THE  SAME  FOR 

PUBLIC  SUBSCRIPTION. 

Agreement  made  this day  of ,  19.  . .  .,  between  the 

Company,   a    corporation    organized   under    the    laws    of    the 

State  of   (hereinafter  called  "the   Company"),   of  the  one 

part    and    Messrs ,    of     ,    hereinafter    called    the 

"Bankers"  of  the  other  part. 

Whereas,  the   Company   is  about   to  create  an   issue  of  $ 

of  bonds;  and, 

Whereas  such  bonds  are  to  be  secured  by  a  trust  dee<l  framed  in  the 
terms  of  the  draft  which  has  already  been  prepared  and  a  copy  of  which 
is  hereto  attached  and  marked  Exhibit  "A,"  and  made  a  part  hereof, 
and 

Whereas  the  said  Bankers  are  willing  to  purchase  the  said  bonds  sub- 
ject to  and  on  the  terms  hereinafter  set  forth. 

Now,  therefore,  it  is  hereby  agreed  as  follows: 

1.  If  the  said  trust  deed  shall  be  executed  within    days  from 

the  date  hereof,  the  Company  shall  sell  and  the  Bankers  shall  purchase 

the  said  $ of  bonds  to  be  secured  by  such  trust  deed  at  the  price 

of  $ for  each  .$1,000  bonds;  that  is  to  say,  the  sum  of  $ 

in  all.     The  said  purchase  price  shall  be  paid  by  installments  as  follows: 

per  cent,  on  the   day  of   ,   1 "...  . 

per  cent,  on  the day  of   ID.... 

2.  The  Bankers  shall  be  entitled  to  interest  at  the  rate  of per 

cent,  per  annum  on  the  amount  of  the  said  installments,  for  the  time  be- 
ing paid,  as  from  the  payment  thereof  respectively,  and  the  Company 
shall  pay  such  interest  accordingly. 

3.  The  Bankers  shall  be  entitled  to  pay  each  of  the  installments 
aforesaid   or  any  part  thereof  on  the  days  fixed   for  the  payment  thereof 

at  a  discount,  that  is  to  say,  interest  at  the  rate  of per  cent,  per 

annum  for  the  period  between  the  date  when  such  installments  shall 
actually  be  paid  and  the  date  when  the  same  becomes  due,  may  be  de- 
ducted. 

4.  If  the  Bankers  shall  determine  to  offer  all  or  any  part  of  the  said 

$ of  bonds   by   a   prospectus   for  public   subscription   or   to   sell   or 

dispose  of  the  same  in  any  other  manner,  the  Company  shall  at  the  ex- 
pense   of    the    Bankers   supply   the    Bankers   with    all    such    information    as 

977 


978      CORPORATION  FORMS  AND  PRECEDENTS. 

tl^e  Bankers  shall  reasonably  require  for  the  purposes  of  any  such  pros- 
pectus and  shall  furnish  such  information  in  such  manner  to  the  Bank- 
ers as  the  Bankers  may  reasonably  require. 

5.  The  Company  shall  pay  all  the  costs  of  the  Company  and  of  the 
Trustee  of  and  in  relation  to  the  said  trust  deed  and  the  creation  and 
issuance  of  said  bonds. 

6.  On  payment  by  the   Bankers   of  the   first   installment   of  $ 

aforesaid,  the  Company  shall  issue  to  the  Bankers  or  their  nominees 
scrip  certificates  representing  in  the  aggregate  the  right  to  the  issue  of 
the  full  amount  of  the  bonds  hereby  agreed  to  be  sold,  and  such  certifi- 
cates shall  be  for  such  amounts  respectively,  as  the  Bankers  may  direct 
and  the  right  of  the  Bankers  to  the  issue  of  the  bonds  hereby  agreed  to 
be  sold  shall  be  considered  to  be  attached  to  the  scrip  certificates  afore- 
said or  to  any  certificates  issued  in  substitution  for  the  same. 

7.  If  any  scrip   certificate   holder   aforesaid   makes   default   for   more 

than days  in  the  payment  of  any  sum  payable  in  accordance  with 

the  terms  of  the  scrip  certificates,  the  Company  shall  in  the  exercise  of 
the  power  in  that  behalf  reserved  by  the  scrip  certificate,  forfeit  the 
bonds  comprised  in  such  scrip  certificate  and  all  moneys  paid  in  respect 
thereof  and  shall  by  notice  in  writing  to  the  Bankers  call  on  them  to 

make  good  such  default  within days,  and  the  Bankers  shall  make 

good  such  default  accordingly,  and  shall  thereupon  receive  a  fresh  scrip 
certificate  from  the  Company  relating  to  the  forfeited  bonds  credited 
with  the  sum  paid  prior  to  the  forfeiture  and  with  any  sums  paid  by  the 
Bankers  in  accordance  with  such  notice. 

8.  Payment  to  any  scrip  certificate  holder  of  any  interest  in  accord- 
ance with  the  terms  of  such  certificate  shall  be  credited  as  in  satisfac- 
tion pro  tanto  of  the  interest  payable  to  the  Bankers  under  clause  2 
hereof. 

9.  Whenever  the  holders  of  any  scrip  certificate  aforesaid  shall  in 
respect  of  the  bonds  comprised  therein,  elect  to  pay  any  installment 
payable  thereon  in  advance  at  a  discount,  the  Bankers  shall  be  deemed 
to  elect  to  make  the  like  payment  in  advance  at  a  discount  in  respect  of 
the  same  bonds  and  shall  forthwith  pay  the  amount  to  the  Company 
accordingly. 

10.  When  and  so  soon  as  any  of  the  scrip  certificates  shall  have  been 
paid  up  in  full,  the  Company  shall  register  as  bond  holders  the  holders 
of  such  scrip  certificates  and  shall  issue  definitive  bonds  to  them  accord- 
ingly and  such  registration  and  issue  shall  be  regarded  as  a  completion 
pro  tanto  of  the  sale  of  the  bonds  to  the  Bankers. 

11.  Although  the  bonds  are  to  be  issued  in  the  name  of  the  Company, 
the  sums  payable  by  the  holders  in  accordance  with  the  terms  hereof 
are  to  be  paid  over  to  the  Bankers  without  prejudice  to  their  obligation 
to  pay  the  Company  the  full  installments  payable  in  respect  of  the  same, 
hereby  agreed  to  be  made  in  accordance  with  clause  1  hereof. 

In  Witness  Whereof,  etc. 

See  for  promoters,  Cook  on  Corporations,  §§38,  4G,  48,  G.*?,  157,  158,  650, 
651,  657,  705,  707;  Clark  &  M.,  Corp.,  §§99-110. 

See  for  other  forms  relating  to  promoters.  Chapters  VII,  VIII  and  XIV, 
supra. 

See  for  prospectus,  Cook  on  Corporations,  §§  143,  192,  352,  353,  502,  764; 
Clark  &  M.,  Corp.,  §  109. 


FLOTATlOxX  OF  CORPORATE  SECURITIES.       979 

Form  1378. 

AGREEMENT  WITH  FISCAL  AGENT  TO  SELL  TREAS- 
URY STOCK. 

Mcmoiaudum  of  AgretiiHiit,  ma.lc  this .lay  of 19.  .  ., 

by  aud  between  The   Company,  a  corporation  duly  organized 

and  existing  under  the  laws  of  the  State  of ,  party  of  the  first 

part,  aud    ,  of  the  City  of    ,  State  of    , 

party  of  the  second  part. 

Whereas,    ,   of    ,   did  assign,  transfer  and  set 

over  unto  tlie  saiil  party  of  the  first  part    siiares  of  the  capital 

stock  of  said  party  of  the  first  part,  to  be  hehl  and  disposed  of  by  it 
for  the  purpose  of  carrying  on  and  increasing  its  business  and  enhancing 
the  value  of  its  property  (which  said  shares  of  stock  will  hereinafter 
be  termed  "said  Treasury  stock"),  and  said  party  of  the  first  part  has 

accepted  said  transfer  and  assignment  of  said   shares  of  its 

capital  stock  to  be  held  and  disposed  of  by  it  for  the  purposes  above 
stated  and  now  owns  the  same;  and 

Wlicrcas,  tlie  said  party  of  the  first  part  desires  to  dispose  of  the  said 
shares  of  said  Treasury  stock  for  the  purposes  aforesaid,  and  al^o  desires 
that  said  party  of  the  second  part  shall  act  as  the  sole  and  exclusive 
agent  for  the  sale  of  said  shares  of  Treasury  stock  for  the  period  herein- 
after provided,  upon  the  terms  hereinafter  expressed; 

Now,  Therefore,  this  Agreement  "Witnesseth,  That  for  and  in  consider- 
ation of  tile  sum  of  One  Dollar  ($1.00)  in  hand  paid  by  each  of  the 
parties  hereto  one  to  the  other,  the  receipt  whereof  is  by  each  of  the 
parties  hereto  hereby  confessed  and  acknowledged,  and  of  other  good 
and  valuable  considerations  moving  from  each  of  the  parties  hereto  one 
to  the  other,  it  is  hereby  agreed  as  follows: 

1.  That  the  said  party  of  the  first  part  has  agreed  to  give  and  does 

hereby  give  to  the  said  party  of  the  second  part,  for  the  period  of 

years  from  the  date  hereof,  the  sole  and  exclusive  right  to  sell  said 
shares  of  said  Treasury  stock,  at  the  prices  and  under  the  terms  and 
conditions  hereinafter  provided,  and  said  party  of  the  second  part  hereby 
accepts  such  exclusive  sale  pri\*i]cgc,  and  will  do  all  that  he  reasonably 
can  to  make  sales  of  said  shares  of  said  Treasury  stock  at  said  prices 
and  under  said  terms  and  conditions. 

2.  That  said  party  of  the  first  part  will  not  during  the  term  of  this 
agency,  without  the  previous  consent  in  writing  of  the  said  party  of  the 
second  part,  directly  or  indirectly,  sell  or  attempt  to  sell  said  shares  of 
said  Treasury  stock,  or  any  part  thereof,  save  through  said  party  of  the 
second  part,  or  appoint  any  other  person  or  persons,  firm  or  corporation 
as  its  agent  for  the  sale  thereof,  and  all  orders  for  said  stock,  however 
obtained  by  said  party  of  the  first  part,  shall  be  transmitted  to  and 
turned  over  to  said  party  of  the  second  part. 

3.  That  said  party  of  the  second  part  shall  sell  said  shares  of  said 

Treasury  stock  for  the  sum  of  $ per  share,  or  at  such  price  or 

prices  in  excess  thereof,  and  under  such  terms  and  conditions  as  the 
Board  of  Directors  of  said  party  of  tlie  first  part  shall  from  time  to  time 
in  writing  order  and  direct;  provided,  however,  and  it  is  expressly 
agreed  by  and  between  the  parties  hereto,  that  the  price  at  which  said 


980      CORPORATION  FORMS  AND  PRECEDENTS. 

shares  of  said  Treasury  stock  shall  be  sold  by  said  party  of  the  second 

part  shall  not  be  fixed  at  less  than  $ per  share  without  his  consent 

in  writing  previously  obtained. 

4.  That  the  said  party  of  the  second  part  shall  at  all  times  keep  true 
aud  correct  accounts  of  any  and  all  sales  of  said  shares  of  said  Treasury 
stock  effected  by  him,  in  proper  books  of  account,  which  the  said  party 
of  the  first  part  shall  have  a  right  to  inspect  at  all  reasonable  times,  and 
shall  render  to  the  said  party  of  the  first  part  on  the  first  day  of  each 
month,  statements  of  such  accounts,  and  at  the  time  of  rendering  such 
statements  of  account,  shall  pay  to  the  Treasurer  of  said  party  of  the 
first  part  for  its  exclusive  use  and  benefit,  the  net  proceeds  of  such  sale 
or  sales,  after  deducting  the  commissions  to  which  said  party  of  the 
second  part  may  be  entitled  as  hereinafter  provided. 

5.  That  as  full  compensation  for  the  services  rendered  by  the  said 
party  of  the  second  part  as  above  provided,  the  said  party  of  the  first 

part  will  pay  to  the  said  party  of  the  second  part  a  commission  of 

per  cent.    ( %)    on  the  selling  price  of  all  shares  of  said  Treasury 

stock  sold  by  the  said  party  of  the  second  part  for  the  said  party  of  the 
first  part  hereto  during  the  term  of  this  agreement,  which  commission 
shall  include  and  shall  be  in  full  for  any  and  all  expenses  incurred  by  the 
said  party  of  the  second  part  in  and  about  the  matters  herein  provided. 

6.  That  in  case  said  party  of  the  second  part  shall  die,  or  shall  be- 
come legally  incapacitated  for  the  transaction  of  business,  the  sole  and 
exclusive  agency  hereby  given  to  him  by  said  party  of  the  first  part  to 
sell  said  shares  of  Treasury  stock,  shall  forthwith  cease  and  determine. 

7.  That  this  agreement  shall  extend  to  and  bind  the  successors  and 
assigns  of  all  the  parties  hereto. 

8.  That  this  agreement  is  not  assignable  without  the  consent  of  the 
parties  hereto. 

9.  That  all  previous  understandings  between  the  parties  hereto  are 
merged  into  this  instrument,  and  this  instrument  is  not  subject  to  any 
modification  or  change,  except  by  the  written  consent  of  each  of  the 
parties  hereto. 

In  Witness  Whereof  the  said  party  of  the  first  part  has  caused  its 
name  to  be  hereunto  affixed  and  its  corpprate  seal  to  be  hereto  attached, 
and  this  instrument  to  be  signed  by  its  officers  thereunto  duly  author- 
ized, and  the  said  party  of  the  second  part  has  hereunto  set  his  hand  and 
seal  the  day  and  year  first  above  written. 


By 

[Corporate  Seal]  President. 

Party  of  the  First  Part. 
Attest: 


Secretary. 

[Seal] 

Party  of  the  Second  Part. 
See  generally  as  to  treasury  stock,  Cook  on  Corporations,  §§42,  46,  76; 
Clark  &  M.,  Corp.,  §  401h. 


FLOTATION  OF  CORPORATE  SECURITIES.       981 

Form  1379. 

SYNDICATE  AGREEMENT  TO  PURCHASE  AND  RESELL 

MINES 

An  agreement  made  the day  of ,  A.  D.  19. . . .,  be- 
tween A  of   ,  of  the  one  part,  B  of    ,  and  the  several 

other  persons  who  shall  sign  their  names  and  affix  their  seals  hereto, 
(hereinafter  called  the  "subscribers")  of  the  other  part,  witnesseth. 

1.  A  syndicate  is  hereby  established  for  the  purpose  of  acquiring  the 

mines  situate  at ,  and  known  as  the mines,  and  of 

disposing  of  the  same  at  a  profit.     The  capital  of  the  syndicate  shall  be 

$ and  shall  be  considered  to  be  divided  into shares  of 

$ each.     The  holders  for  the  time  being  of  the  shares  shall  be 

members  of  the  syndicate.  Each  of  the  subscribers  is  to  be  entitled  to 
the  number  of  shares  set  opposite  his  signature.  The  shares  are  to  be 
transferable,  but  not  divisible.     A  transfer  must  be  registered. 

2.  In  entering  into  the  contract  dated for  the  acquisition  of 

the  said  mines,  A.,  one  of  the  subscribers  hereto,  shall  be  deemed  to 
have  been  acting  on  behalf  of  the  syndicate,  and  the  syndicate  shall 
forthwith  repay  him  the  deposit,  and  shall  indemnify  him  against  his 
liabilities  under  the  contract. 

3.  A.  and  B.  shall  be  managers  of  the  syndicate. 

4.  $ per  share  shall  be  paid  to  the  managers  forthwith,  and 

they  may  from  time  to  time  make  calls  on  the  members  in  proportion  to 
their  shares,  but  no  member  is  to  be  liable  to  pay  more  than  the  amount 
of  his  shares. 

5.  All  moneys  paid  to  the  managers  in  respect  of  calls  or  otherwise 
shall  be  applied  for  the  purposes  of  the  syndicate. 

6.  The  managers  shall  have  the  entire  control  of  the  affairs  of  the 
syndicate,  and  may  conduct  the  same  in  such  manner  as  they  think  best. 

7.  It  is  expressly  declared  that  the  managers,  if  they  think  fit,  (a) 
may  sell  the  mines  to  a  person,  or  firm,  or  company;  (b)  may  form  and 
float,  or  procure  the  formation  and  floating,  of  a  company  to  purchase 
the  mines;  (c)  may  fix  the  price  and  agree  to  accept  any  part  of  it  in 
fully  paid-up  shares,  debentures,  or  otherwise;  (d)  may  keep  the  mines 
going  until  disposed  of. 

8.  The  managers  may  convene  meetings  of  the  syndicate  to  deliber- 
ate and  decide  on  any  of  the  affairs  of  the  syndicate;  every  share  to  con- 
fer one  vote;  majority  to  decide;  votes  may  be  given  in  person  or  by 
proxy.    Three  days'  notice  of  each  meeting  to  be  given. 

9.  The  consideration  for  sale  or  disposition  of  the  mines  shall  be 
applied,  first,  in  paying  all  debts  and  liabilities  or  the  syndicate;  sec- 
ondly, in  repaying  any  capital  contributed  by  the  members  in  respect  of 
their  shares;  thirdly,  the  surplus  shall  be  divided  amongst  the  members 
in  proportion  to  their  shares.  And  for  the  purposes  of  this  clause  the 
managers  may  convert  into  money  any  shares,  debentures,  or  other  spe- 
cific assets,  and  may  divide  any  such  assets  in  specie,  and  make  such 
other  arrangements  for  adjusting  the  rights  of  the  members  as  they 
think  fit. 

10.  Notice  to  each   subscriber   may  be   given   by  post,   addressed   to 


982   CORPORATION  FORMS  AND  PRECEDENTS. 

him  at  his  address  below  mentioned.  Notice  so  given  to  be  deemed 
served  twelve  hours  after  posting. 

In  ^YitIless  Whereof  the  parties  hereto  have  hereunto  set  their  hands 
and  seals  the  day  and  year  aforesaid. 

Name.  Address.  No.  of  Shares  Subscribed. 

[Seal]      

[Seal]      

[Seal]      

See  notes  to  Form  1377,  supra. 

Form  1380. 

AGREEMENT     BETWEEN     PROMOTERS     TO     FINANCE 

PROMOTION. 

Agreement  made  the    day  of    ,   19.  .  .  .,  between 

A.,  of ,  of  the  one  part  and  B.,  of ,  of  the  other  part. 

Whereas,  the  said  A.  has  entered  into  an  agreement  with  the 

Company  (hereinafter  called  the  Company),  for  the  sale  of  certain 
patents  and  other  property  to  the  Company  in  consideration  of  the  sum 

of  $ ,  whereof  $ is  to  be  satisfied  by  the  allotment  to 

the  said  A.  of shares  of  fully  paid  up  shares  of  the  capital  stock 

of  the  said  Company,  each  of  the  par  value  of  $ ;  and. 

Whereas  the  prospectus  of  said  Company,  a  copy  of  which  is  hereunto 
annexed  and  marked  Exhibit  "A"  has  been  approved  by  the  board  of 
directors  of  said  Company,  and  the  said  A.  has  obtained  their  authority 
to  advertise  the  same  at  his  own  expense. 

Now,  therefore,  it  is  agreed  as  follows: 

1.  The  said  B.  shall  advertise  and  circulate  the  said  prospectus  in  a 
sufficient  and  effective  manner  and  shall  use  his  best  endeavors  to  in- 
duce persons  to  apply  for  shares  in  the  company. 

2.  The  said  B.  shall  pay  all  the  preliminary  expenses  of  the  Com- 
pany, specified  in  the  said  agreement,  and  shall  indemnify  the  said  A. 
against  all  proceedings,  claims  and  demands  in  respect  thereof. 

3.  If  the   said  B.   shall    duly   perform   his   obligations   under    clauses 

numbered    1   and   2   hereof,   he  shall  be  entitled   to    of  the  said 

fully  paid  up  shares  of  the  capital  stock  of  the  said  Company, 

each   of  the  par  value   of  $ ,  and   the  said   A.   will   procure  the 

Company  to  allot  the  same  to  him  accordingly. 

4.  Unless  before   the    day  of    ,   A.   D.   19....,   next 

shares  of  at  least  the  par  value  of  $ of  the  capital  stock  of  said 

Company  shall  have  been  taken  up,  the  said  B.  shall  forfeit  all  claim 
to  the  said fully  paid  up  shares  of  capital  stock  of  said  Com- 
pany and  save  as  hereinbefore  expressly  provided,  the  said  B.  shdll  not 
be  entitled  to  any  remuneration  for  his  services  in  respect  of  thei  "prem- 
ises. ' 

In  Witness  Whereof  the  parties  hereto  have  hereunto  set  their  hands 
and  seals  the  day  and  year  aforesaid. 

[Seal] 

[Seal] 

See  Form  1377.  supra,  and  notes  thereunder. 


FLOTATION  OF  CORPORATE  SECURITIES.       9B3 

Form  1381. 
PROSPECTUS. 

$4,5U0,00U.0U. 
(Part   of  a   total   issue  of  $5,000,000.00.) 

The   Company. 

Incorporated  under  the  laws  of  the  State  of    

Seven   Per   Cent.  Cumulative  Preferred   Stock. 
Dividends  payable  quarterly  on  the  first  days  of  January,  April,  July 
and  October. 

Capitalization.     The  authorized  capital   of  The    Company 

is  as  follows: 

Preferred  Stock  entitled  to  7%  cumulative  preferred 
dividends,  payable  quarterly,  beginning  July  1, 
1910,  and  preferred  both  as  to  assets  and  dividends 

$5,000,000 

Common    Stock 9,000,000 


Total     .' $14,000,000 

All  of  which  is  issued  and  outstanding  except  5,000  shares  of  common 
stock  in  the  treasury. 

The  Company  may,  at  its  option,  redeem  all  or  any  part  of  its  pre- 
ferred stock  at  any  time  on  three  months'  previous  notice  at  a  premium 
of  25%  in  addition  to  dividends  accrued  at  the  date  of  such  redemption. 

Reference  is  invited  to  a  letter,  under  date  of  March   ,  10...., 

from  Mr ,  President  of  the  Company,  and  to  the   Report  of 

Messrs ,  chartered  accountants   (copies  of  which  may  be 

seen  at  the  oflSces  of  the  undersigned). 

We  refer  to  the  following  Balance  Sheet,  statement  of  Earnings,  and 

certificates  submitted  to  us  and  verified  by  Messrs 

The    Company 

Organized 19.  .  .  . 

Initial  Balance  Sheet. 

Introducing  Assets  and  Liabilities  as  of  the  date  of   , 

19 .... ,  taken  over  from  The   Company  of   , 

and  Assets  and  Liabilities  of  Incorporated  Branches. 

Assets.  Liabilities. 

Real    Estate,    Buildings,    Plant,  Capital    Stock — 7%    Cumulative 

Machinery,     Tools,    Goodwill,  Preferred  Stock,  50,000  shares 

Patents,    etc    $•  •  •  of  $100  each 


Office    Furniture    and    Fixtures  Common    Stock— 90,000    Shares 

and   Repair   Shop   Equipment  ^f  ^joq  each    $. 

at  Head  Office  and  Branches. $. 

Investments  in  other  Companies 


Less :      Unissued    $ . 


Inventory  of  Stock  on  Hand — 
Machines,  Parts,  Merchan- 
dise  and   Miscellaneous   Sup- 


plies,       Head       Office        and 

Branches    $...        ^'"«   Payable 


984      CORPORATION  FORMS  AND  PRECEDENTS. 

Assets.  Liabilities. 

Finished   Product,   Stores,  etc.,  Sundry   Creditors  .  .  .  .' 

at   Factory   $. . . 

Work  in  Process  at  Factory.  ..$.. , 

Unexpired  Insurance,  Discounts,  etc $ 

Accounts    and    Bills    Receivable,    less    Eeserve 

for  Bad  and  Doubtful  Debts 

Sundry    Debtors     

In  Transit  to  Branches 

Cash   in   Bank  and   on   Hand,   Head   Office   and 

Branches     


$ $ 

We  have  examined  the  Books  and  Accounts  of  The Com- 
pany  of    and   of   its  successor,   The    Company,   and 

certify  that  the  above  Balance  Sheet  is  a  correct  statement  of  the  posi- 
tion of  the  last  named  Company  assuming  the  accuracy  of  the  physical 
valuation  of  the  Inventory  of  Work  in  Process. 

We  further  certify  that  the  Profits  of  The   Company  of 

for  the  years  1906  to  1909  inclusiA'e,  were  as  follows: 

Year  1906  $ 

1907   

1908   

1909   

In  view  of  the  introduction  of  additional  working  capital,  interest 
charges  are  eliminated  in  order  to  show  the  profits  rendered  available  for 
dividends. 

New  York,   ,  19 

(Signed)  

Chartered  Accountants. 


The  charter  of  the  Company,  copies  of  which  may  be  seen  at  the  office 
of  the  undersigned,  contains  the  following,  among  other  provisions,  safe- 
guarding the  security  of  the  preferred  stock: 

1.  The  Company  has  no  power  to  mortgage  or  encumber  any  of  its 
property,  business  or  undertaking  except  by  the  consent  of  a  least  three- 
fourths  in  amount  of  the  holders  of  each  class  of  stock  of  the  corporation, 
both  preferred  and  common,  given  separately. 

2.  There  shall  be  set  apart  from  the  net  profits  of  the  Company,  at 
the  rate  of  not  less  than  $100,000  per  annum,  a  fund  to  be  known  as 
"Special  Surplus  Capital  Eeserve  Account,"  which  shall  be  made  and 
kept  good  at  the  rate  of  $100,000  per  annum  for  each  year  before  any 
dividends  shall  be  paid  on  the  common  stock,  and  after  the  expiration 
of  three  years  from  the  date  of  incorporation  of  the  Company  said  Spe- 
cial Surplus  Capital  Reserve  Account  shall  be  used  annually  in  the  pur- 
chase and  retirement  of  said  preferred  stock  at  the  lowest  price  at  which 
the  same  may  be  obtainable,  but  in  no  event  exceeding  a  premium  of 
25%  over  and  above  the  par  value  thereof.  Such  purchases  may  be  made 
at  the  option  of  the  Company  either  at  public  or  private  sale,  and  all  pre- 
ferred stock  so  acquired  shall  be  cancelled. 


FLOTATION  OF  CORPORATE  SECURITIES.       985 

3.  Tlie  Company  shall,  iu  no  event,  pay  or  declare  auy  dividends  on 
the  common  stock  until  the  annual  sum  of  $100,000  shall  have  been  first 
set  aside  and  paid  into  the  Special  Surplus  Capital  Reserve  Account  for 
the  purchase  and  retirement  of  preferred  stock,  nor  as  long  as  there  shall 
bo  any  arrears  in  respect  of  such  Special  Surplus  Capital  Reserve  Acrount, 
and  no  dividend  iu  excess  of  4%  shall  be  declared  or  paid  on  the  com- 
mon stock  until  and  unless  there  shall  first  have  been  accumulated  and 
set  aside  from  and  out  of  the  net  earnings  of  the  corporation  the  sum  of 
$1,000,000  by  way  of  surplus  to  the  credit  of  said  Special  Surplus  Capital 
Reserve  Account,  either  in  the  form  of  cash  or  its  equivalent  or  of  retired 
and  cancelled  preferred  stock  of  the  par  value  of  $1,000,000.  This  Spe- 
cial Surplus  Capital  Reserve  Account  may  be  used  for  the  payment  of 
dividends  on  the  preferred  stock  provided  there  are  no  other  funds  ap- 
plicable for  that  purpose,  and  provided  further  that  all  encroachments 
upon  or  arrears  in  said  fund  shall  be  made  good  out  of  future  earnings 
before  any  dividends  whatever  shall  at  any  time  be  i)aid  or  dedareil  on 
the  common  stock. 

The  organization  of  the  Company  and  the  due  and  lawful  issue  of  the 

preferred  stock  have  been  certified   by  Messrs and    Messrs. 

on  behalf  of  the  Bankers. 

Application  will  be  made  in  due  course  to  list  the  preferred  stock  of 
the  Company  on  the Stock  Exchange. 

The  undersigned  will  receive  subscriptions  for  the  above  7%  cumula- 
tive preferred  stock  at  991/2%,  payable  in  New  York  funds  on   , 

19....,  at  the  office  of  either  of  the  undersigned  and  deliverable  in  the 
form  of  interim  certificates,  exchangeable  for  definite  stock  certificates 
as  soon   as  such  certificates  can  be  prepared.     The  subscription   books 

will  be  opened  at  10  A.  M.  and  will  be  closed  at  12  noon  on , 

19...,  or  earlier,  the  right  being  reserved  to  reject  any  application  and 
to  award  a  smaller  amount  than  applied  for. 


Street Street,   

,  19.... 

The  above  form  illustrates  the  manner  in- which  stock  of  large  corporations 
is  offered  for  public  subscription.  See  generally  as  to  the  effect  of  false 
representations  in  a  prospectus  on  contracts  of  subscription,  Cook  on  Cor- 
j.orations,  S§  143,  194,  502;  Clark  &  M.,  Corp.,  §S  109,  616;  American 
Alkali  Co.  v.  Salom,  131  Fed.  46;  Bartol  v.  Walton  &  Whann  Co.,  92 
Fed.  13;  Manning  v.  Berdan,  135  Fed.  509;  West  End  Real  Est.  Co. 
V.  Nash,  51  W.  Va.  341;  Crump  v.  U.  S.  Min.  Co.,  7  Gratt.  (Va.)  352;  Er- 
langer  v.  New  Sombro  Phosphate  Co.,  (1878),  3  App.  Cases,  1218;  Andrews 
V.  Mockford.  (1896),  1  Q.  B.  372;  Peek  v.  Gurnev  (1873),  L.  R.  6  H.  L.  403; 
Stewart's  Case,  (1866),  L.  R.  1  Ch.  574;  Derry  v.  Peek,  (1899),  14  App. 
Cas.  337. 

Form  1382. 
PROSPECTUS  FOR  PREFERRED  STOCK. 

Hrt'wiiig  ("onipaiiy. 

Seven  Per  Cent  Cumulative  Preferred  Stock. 
Authorized  and   Outstanding  $2,000,000. 
All  or  any  part  redeemable  at  the  option  of  the  Company  at  any  time 
at  115  and  Accrued  Dividends.     Dividends  payable  quarterly,  March  15, 
June  15,  September  15  and  December  15.    Par  value  $100. 


9S6   CORPORATION  FORMS  AND  PRECEDENTS. 

Capitalization. 

$2,600,000  First  Mortgage  Serial  47o  Gold  Bonds. 

$2,000,000  Par  Value  Se\  en  Per  Cent  Cumulative  Preferred  Stock. 

$10,000,000  Par  Value  Common  Stock. 

Attention  is  directed  to  a  letter  of ,  President  of 

the  Company,  which  he  has  summarized  as  follows: 

The  Company  was  established  in  1842  with  a  total  output  of  about  300 
barrels  during  the  first  year.  The  sales  of  the  Company  have  increased 
with  few  exceptions,  annually.  The  total  output  for  1910  is  conserva- 
tively estimated  at  about  1,000,000  barrels. 

The  Company  owns  428  properties  in  187  cities  and  209  ice  houses  in 
209  cities. 

The  Gross  Assets  of  the  Company  aggregated  on  December  31st,  1909, 
about  $16,000,000,  not  taking  into  account  the  very  valuable  Goodwill, 
Brands,  etc.,  which  are  not  carried  on  the  books  as  an  asset. 

Eeal  Estate  Investments  and  Buildings  exceeded  at  very  conservative 
valuation  $8,000,000,  which  alone — after  allowing  for  the  bond  issue- 
is  equivalent  to  nearly  three  times  the  par  value  of  the  preferred  stock. 

The  Sundry  Capital  Assets  of  the  Company  amounted  to  on  December 
31st,  1909,  about  $2,000,000  and  the  Quick  Assets  to  about  $6,000,000. 

The  average  annual  surplus  earnings  for  the  last  five  years,  after  deduc- 
tion of  bond  interest,  were  $877,513.07. 

The  surplus  earnings  for  the  fiscal  year  ending  December  31,  1909,  after 
deduction  of  bond  interest,  were  $943,480.14,  which  is  equivalent  to  over 
47%  on  the  new  issue  of  Preferred  Stock,  or  about  Seven  Times  the 
amount  required  for  the  dividend  thereon. 

The  five  months  of  the  current  fiscal  year  show  an  increase  in  net 
earnings  over  the  same  period  of  last  year  of  about  $150,000. 

All  legal  particulars  in  connection  with  the  above  issue  have  been  ap- 
proved by  our  counsel,  Messrs 

Application  will  be  made  to  list  the  preferred  stock  on  the 

Stock  Exchange. 

Temporary  Certificates  will  be  issued  pending  delivery  of  Definite 
Certificates. 

Having  placed  a  large  amount  of  this  issue  for  permanent  investment 
here  and  in  Europe,  we  will  receive  subscriptions  for  the  unsold  balance 
at  99  per  cent,  and  accrued  dividend  from  June  15th,  1910,  to  date  of 
delivery. 

The  subscription  will  be  opened  at  10  o'clock  A.  M.  on  Wednesday, 
June  29th,  1910,  and  closed  at  3  o'clock  P.  M.  the  same  day  or  earlier, 
the  right  being  reserved  to  reject  any  application  and  to  award  a  smaller 
amount  than  applied  for.  The  undersigned  reserve  the  right  to  close  the 
subscription  at  any  time  without  notice. 

A  first  payment  of  $10  per  $100  share  subscribed  for  must  accompany 
all  subscriptions.  The  balance  of  the  amount  due  on  stock  allotted  upon 
subscriptions  will  be  payable  on  July  1st,  1910,  at  the  office  of  the  under- 
signed, against  temporary  certificates  exchangeable  for  engraved  cer- 
tificates as  soon  as  ready. 

If  no  allotment  be  made,  the  first  payment  will  be  repaid  in  full,  and 
if  only  a  portion  of  the  amount  applied  for  be  alloted,  the  balance  of  the 
first  payment  will  be  applied  towards  the  amount  due  on  July  1st,  1910. 


FLOTATION  OF  CORPORATE  SECURITIES.       987 

No  interest  will  be  allowed  on  such  first  payment.  If  any  further  balance 
remains,  such  balance  will  be  repaid.  Failure  to  pay  the  second  install- 
ment uiicii  lUic  will  render  the  previous  payment  liable  to  forfeiture. 

&  r'ompany. 

Street,    

June   25,    1010. 

See  notes  to  Forms  1377  and  l.'?81,  supra. 

Form  1383. 
PROSPECTUS  ISSUED  BY  BROKERS. 

■  The Company. 

Incorporated  under  the  Laws  of 

Capital  Authorized  $ 

Issue  of  $ 

7%  Cumulative  Preferred  Stock. 
Capital  Issued: 

Shares   7%   Cumulative   Preferred   Stoik $ 

Shares  Common   Stock    $ 

Shares  $100  each. 
Directors: 

,   President. 

, ,    Vice-President. 

Etc. 
Bankers: 

The  Bank. 

Solicitors: 

Messrs 

Head  Office 

PROSPECTUS. 

The    Company  has  been   formed  for  the  purpose   of 

meeting  the  increasing  demand  for  all  classes  of  iron  products  called  for 
by  the  rapid  development  of  the  general  business  of  the  country,  and 
as  a  basis  they  have  acquired  the  plant,   goodwill,  stock   in   trade,  and 

business  of  the Company,  which  has  been  established  for 

many  years,  and  is  well   known  as  one  of  the  oldest  iron  industries  in 


THE   IRON    TRADE. 

While  the  Iron  Trade  in  all  commercial  countries  is  recognized  as  the 
great  staple,  and  while  in  Great  Britain,  Germany  and  the  United  States, 
in  particular,  large  profits  have  been  derived  from  it,  it  must  be  ad- 
mitted that  in   this  industry  has  not  kept  pace  with  the 

demand. 

In   acquiring   the   business    of  the    Company,   the 

Company  have  the  nucleus  of  a  plant  which  they 

propose  to  enlarge  and  equip  so  as  to  enable  them  to  turn  out  all  classes 
of  iron  work  of  superior  workmanship,  and  at  a  very  much  lower  cost 
than  with  the  present  inadequate  facilities. 


988   CORPORATION  FORMS  AND  PRECEDENTS. 

MARKET. 

In   the   department   of   Architectural   Iron,   Water   Work   Supplies,   Eail 

way  Supplies,  Ornamental  Iron  and  general  jobbing,  the  demand  in 

has  to  a  large  extent  been  supplied  by  importations,  notwithstanding  the 
high  tariff  and  freight  charges  on  this  class  of  material.  In  this  connec- 
tion it  may  be  said  that  contingent  arrangements  have  already  been  made 
with consumers  that  will  ensure  contracts  for  a  large  out- 
put as  soon  as  the  existing  facilities  have  been  increased  sufficiently  to 
enable  the  Company  to  handle  to  advantage  such  additional  contracts  for 
castings  and  supplies.    • 

RAILWAY   SUPPLIES. 

In  the  department  of  Railway  Supplies  alone  there  is  practically  an 
unlimited   market    for   Foundry   products,   and   it   is   the    intention   of   the 

Company  to  develop  this  large  and  constantly  increasing 

trade.  The  Company  has  already  made  considerable  progress  in  this 
direction,  having  acquired  rights  for  the  manufacture  of  certain  patented 
railway  appliances,  which  its  plant,  when  fully  equipped,  will  afford  all 
necessary  facilities  for  manufacturing  to  advantage. 

PROFITS. 

Even  with  its  imperfect  equipment,  the  Iron  Foundry  in  1900  showed 

a  net  profit  of  $ ,  being  largely  in  excess  of  the  amount  required 

for  the  payment  of  the  dividend  on  the  entire  issue  of  Preferred  Stock 

of  the  new  Company,  viz.:  $ ,  and  when  it  is  pointed  out  that 

after  paying  for  the  machinery,  plant,  etc.,  of  the   Company, 

there  will  remain  in  the  hands  of  the  Company  from  the  sale  of  Preferred 

Stock  about  $ ,  available  for  the  extension   of  the  Company's 

plant  and  business,  and  for  working  capital,  it  will  be  readily  seen  that 
the  new  business  which  the  Company  will  be  able  to  undertake  must  be 
such  as  to  place  the  payment  of  dividends  on  the  Preferred  Stock  beyond 
any  reasonable  doubt. 

DIVIDEND  ON   PREFERRED  STOCK. 

The  Preferred  Stock  ranks  for  seven  per  cent.  Cumulative  dividends 
before  any  dividend  is  paid  on  the  Common. 

Messrs are  authorized  to  receive  subscriptions   on 

and  after  this  date,  at  their  offices.  No Street, , 

for  the  issue  of  the  $ 7%  Cumulative  Preferred  Stock  of  the 

above  Company  at  par,  the  Directors  reserving  the  right  to  allot  only 
such  subscriptions,  and  for  such  amounts  as  they  may  approve,  and  to 
close  the  subscription  books  at  any  time  not  later  than ,  19.  . . . 

A  deposit  of  10  per  cent,  is  payable  on  application,  20  per  cent,  on  allot- 
ment, and  the  balance  in  three  installments — 20  per  cent,  on ,2.5  per 

cent,  on  ,  and  25  per  cent,  on  ,  19.  . . .     Subscribers  may 

make  payments  in  advance  of  due  dates,  and  will  be  entitled  to  dividends 
from  the  dates  of  such  payments. 

If  no  allotment. is  made  deposit  will  be  returned  without  deduction,  and 
if  a  partial  allotment  is  made  the  surplus  deposit  will  be  applied  towards 
the  amount  payable  on  allotment. 

Application  will  be  made  in  due  course  to  have  the  Preferred  Stock 
listed  on  the Exchange. 


FLOTATION  OF  CORPORATE  SECURITIES.       989 

Forms   of  application   for  Stock,   together   with   copies  of   Prospectus, 
and  auy  further  inforniation,  may  be  obtained  from 


Stock  Brokers  and  Financial  Age;jt8. 
Street,   

,    ,   19---- 

See  note  to  Form   1381,  supra. 

Form  1384. 
ADVERTISEMENT  BY  BROKERS  OF  PREFERRED  STOCK. 

$;>,U(H),(HH) 

&  Co. 

Seven   Per  Cent.   Cumulative  First   Preferred   Stock. 

Preferred  as  to  both  Assets  and  Earnings. 

Redeemable  at  the  option  of  the  Company  at  120  plus  accrued  dividends. 

Quarterly  dividend  dates,  the  first  days  of  February,  May, 

August   and   November. 

Par  value  of  shares,  $100. 

Capitalization.  Authorized.         Outstanding. 

Seven  per  cent,  cumulative  first  preferred  stock  $3,000,000  $3,000,000 

Seven  per  cent,  cumulative  second  preferred  stock       750,000  695,000 

Common  stock 6,750,000  6,000,000 

The  remaining  $750,000  common  stock  may  be  issued  only  in  exchange 
for  an  equal  amount  of  second  preferred  stock. 

Having  sold  a  large  part  of  this  first  preferred  stock,  we  offer  the  bal- 
ance, subject  to  prior  sale  or  advance  in  price,  at  102  and  accrued  dividend, 
to  yield  over  6.85%. 

Attention   is   called   to   a  letter   of    ,   President    of   the 

Company   (copies  of  which  may  be  obtained  from  the  undersigned),  which 
he  has  summarized  as  follows: 

The  Company  is  the  largest  manufacturer  of  silk  gloves  in  the  world ;  the 
business  was  established  in  1880. 

Officials  and  managers  are  purchasing  $500,000  first  preferred  stock,  and 
retain  the  entire  issue  of  second  preferred,  in  addition  to  their  interest  in 
the  common  stock. 

Net  earnings  of  the  business  for  five  years  and  four  months  ended 
December  31,  1910,  averaged  $835,020  per  annum,  or  about  four  times  the 
first  preferred  dividend  requirements,  and  for  year  ended  December  31, 
1910,  were  $714,925,  or  about  31/2  times  these  requirements.  Bookings  for 
first  four  months  of  current  year  increased  nearly  207^  over  same  period 
in  1910. 

At  least  $200,000  per  annum  must  be  reserved  out  of  profits,  of  which 
not  less  than  $150,000  is  to  be  used  in  the  purchase  or  redemption  of  first 
preferred  stock  up  to  120,  and  the  remainder  must  be  carried  to  a  "special 
surplus  account,"  for  the  benefit  of  the  first  preferred  stock,  as  provided 
in  the  certificate  of  incorporation,  which  "special  surplus  account"  may 
also  be  used  in  such  purchase  or  redemption. 

Tangible  assets  in  the  business  in  excess  of  current  liabilities  as  of  De- 
cember 31,  1910.  aggregated  $3,814,905.  Including  profits  since  that  date, 
and  justified  by   suitable  guarantees,   the   accountants   are   of   the   opinion 


990   CORPORATION  FORMS  AND  PRECEDENTS. 

that  net  tangible  assets  as  of  May  1,  1911,  wonl.l  be  in  excess  of  $4,000,000. 

Stability  and  growth  of  the  business  are  demonstrated  by  steadily  in- 
creasing sales,  the  output  of  gloves,  etc.,  having  increased  over  50%  in  the 
last  fi^j^  years. 

Application  -will  be  made  to  list  this  first  preferred  stock  on  the  New 
York  Stock  Exchange. 

Legality  of  proceedings  approved  by  our  counsel,  Messrs , 

&    ,   New   York,  and  by    ,   Esq., 

New    York,    counsel    for    the    Company.      Accounts    audited    by    Messrs. 
,  chartered  accountants. 

Descriptive  circular  furnished  on  application. 

&  Co. 

St., 

See  note  to  Form  1381,  supra. 

Form  1385. 

PROSPECTUS  FOR  SALE  OF  PREFERRED  STOCK  WITH 

BONUS. 

ANNOUNCEMENT. 

The Company 

Executive  Offices:    Building. 

, ,  U.  S.  A. 

OFFER : 

We  offer,  subject  to  prior  sale.  One  Thousand  (1,000)  shares  of  the  Seven 

Per  Cent.  Cumulative  Preferred  Stock  of  The   Company,  a 

corporation  organized  under  the  laws  of  the  State  of ,  with  a 

capital  of  seven  hundred  and  fifty  thousand  dollars  ($750,000)  divided 
into  five  thousand  (5,000)  shares,  five  hundred  thousand  dollars 
($500,000)  of  common  stock,  and  two  thousand  five  hundred  (2,500) 
shares,  two  hundred  and  fifty  thousand  dollars  ($250,000)  of  Seven  Per 
Cent.  Cumulative  Preferred  Stock  (both  classes  of  stock  are  full-paid 
and  non-assessable) ;  price,  par  $100.00  per  share,  with  a  bonus  of  one 
share  ($100)  of  Common  Stock  for  each  share  of  Preferred  Stock  sub- 
scribed hereunder. 

SUBSCRIPTIONS. 

Eemittances  covering  subscriptions  are  to  be  made  payable  only  to  The 
Trust  Company,  under  agreement  that,  unless  the  Trust  Com- 
pany shall  receive  the  full  sum  of  One  Hundred  Thousand  Dollars 
($100,000)  on  account  of  subscriptions  to  the  stock  herein  offered  on  or 
before  March  30th,  1912,  the  amount  paid  by  each  subscriber  shall  be 
promptly  refunded  without  deduction  for  any  purpose.  Forms  of  sub- 
scriptions have  been  prepared  and  copies  will  be  furnished  at  request. 
The  right  is  reserved  to  reject  any  subscription,  and  to  allot  a  smaller 
amount  than  applied  for. 

PERSONNEL. 

The  Board  of  Directors  will  include   ,  President   

Manufacturing  Company,    ;    ,  President  and 

Treasurer,  &  Company,  ;  >  Presi- 
dent   Manufacturing  Company, ' ••  ■  ;   »  Pre8i-> 


FLOTATION  OF  CORPORATE  SECURITIES.       99i 

dent  Tlic  National   Manufacturing  Company, ,  and 

■ ,  \'jce-Presidcnt  ami  General  Manage 

The    Company,    ;    ,  Secretary  and  Treas- 
urer,   Security  and  Trading  Company, ;   j 

Secretary Trust  Company ;  ami ,  Presi- 
dent The  Southern   Company, 

Tho  Officers  are: 

,  President. 

,  Vice  President. 

,  Secretary  and  Treasurer. 

BUSINESS. 

The  Corporation  has  been  organized  to  manufacture  and  sell  Unit 
Machines  under  the Patents,  that  will  automatically  ami  accu- 
rately weigh  any  kind  of  powdered  or  granular  substance,  pack  it  in 
tin  or  paper  cans  and  cartons,  and  put  caps  and  covers  on  the  filled  pack- 
ages, all  in  the  same  cycle  of  operations  (under  the  Unit  System).  There 
are  three,  five  or  more  weighing,  packing  and  capping  units,  that  is,  the 
Unit  Machine  will  weigh,  pack  and  cap,  three,  five  or  more  packages  at 
a  time.  A  Five-unit  machine  will  weigh,  pack  and  cap  48  to  60  packages 
per  minute  according  to  the  material  handled  and  the  weights  desired. 

NON-KXPERI  MENTAL. 

The  machines  covered  by  the  patents  have  passed  far  beyond  the  ex- 
perimental stage.  They  are  in  actual  wse  and  have  been  tested  by  con- 
tinuous use  extending  over  a  period  of  several  years,  with  the  result  that 
they  have  been  found  to  be  thoroughly  efficient  and  satisfactory.  It  has 
been  found  that  each  Five-Unit  Machine  dispenses  with  the  labor  of 
from  22  to  24  operators  where  tho  machines  are  substituting  for  hand 
labor  in  doing  the  same  work,  and  it  is  also  a  fact  that  there  is  no  other 
machine  on  the  market  which  will  do  the  work  that  these  machines  will 
do.  The  best  of  other  machines  now  in  use  has  a  capacity  of  from  16  to 
24  packages  a  minute  as  against  48  to  60  of  the  Unit  machine,  in  addi- 
tion to  which,  the  Unit  machine  weighs,  fills  and  caps  the  package  in  the 
same  operation,  which  no  other  machine  on  the  market  does.  As  a  result 
the  Unit  Machine  saves  at  least  twice  the  amount  of  labor  that  any  other 
machine  saves,  and  has  from  two  to  three  times  the  capacity  of  any  other 
machine,  all  of  which  has  been  proved,  not  by  experiment,  but  by  actual 
use  in  business. 

In  this  connection,  we  call  your  attention  to  extracts  from  letters  re- 
ceived from  users  of  the  machine,  which  we  will  gladly  show  to  any 
persons   interested: 

The  Southern  Company  of  ,  says:     ""We  are 

now  using  in  tho  weighing  and  filling  of  our  packages  of   the 

Weighing  and  Filling  and   Topping  machine   exclusively. 

Our  product  is  a  very  difficult  one  to  handle.  Your  machines  have  not 
only  stood  the  test,  but  have  more  than  held  up  to  your  guaranty.  In 
weighing  and  filling  the  packages  at  the  speed  of  sixty  per  minute, 
your  machine  accomplishes  three  times  as  much  as  other  similar  ma- 
chines, and,  in  addition  puts  the  tops  on  the  cans  air-tight,  which  no 
other  machine   undertakes.     The   installation   of  your   machine   enabled 


992       CORPORATION  FORMS  AND  PRECEDENTS. 

U3  to  institute  substantial  economics  in  other  departments  of  the 
factory. ' ' 

This  conipjiuy  uses  continuous!}'  six  niacliines. 

Tlie    Specialty    Company    of    ,    says: 

"The  filling  machines  we  had  in  use  prior  to  the  installation  of  yours 
were  the  best  on  the  market  up  to  the  time  your  com- 
bination machine  was  perfected.  Your  machines  have  more  than  meas- 
ured up  to  your  guaranty,  both  as  to  filling  and  weighing;  and  besides 
puts  the  caps  on  the  cans  so  perfectly  that  this  feature  alone  makes 
your  machine  preferable  to   any  other   on  the  market." 

This  company  uses  continuously  five  machines. 

SCOPE    AND    MARKET    FOR    MACHINE. 

The  Unit  Machine  is  adapted  to  the  use  of  manufacturers  of  baking 
powder,  mustard,  borax,  blueing,  coffee,  sugar,  rice,  grits,  meal,  tea, 
spices,  soap  powder,  bird-seed,  vegetable  seed,  starch,  corn  products, 
dry  paints,  chocolate,  cocoa,  tooth  powder,  talcum  powder,  soda,  salt 
and  cereals  of  all  kinds;  in  fact,  every  kind  of  powdered  or  granular 
substance  which  it  is  desired  to  pack  in  a  can  or  carton. 

A  very  conservative  estimate  of  the  number  of  Unit  machines  that 
should  be  installed  in  the  United  States  alone  is  one.  thousand   (1,000). 

LEASING     SYSTEM. 

It  is  proposed  that  the  Corporation  shall  adopt  a  system  by  which 
its  machines  shall  be  leased  on  royalty,  on  somewhat  the  following 
basis: 

An  installation  charge  will  be  made  sufficient  to  yield  a  reasonable 
initial  profit  and  cover  the  cost  of  manufacture  of  the  machine,  in 
addition  to  which  installation  charge,  a  monthly  rental  will  be  charged 
to  each  user,  all  contracts  being  for  a  term  of  at  least  three  years. 

The  Sales  Department  will  be  thoroughly  systematized  and  conducted 
by  a  high-class  sales  agent,  and  a  corps  of  competent  salesmen. 

A  careful  inquiry  into  the  rates  which  should  be  obtained  for  a  lease 
of  the  machine  leads  to  the  belief  that  a  rental  of  $100.00  per  month 
as  a  royalty  for  each  machine  can  be  reasonably  expected  to  be 
secured.  This  amount  is  less  than  twenty-five  per  cent,  of  the  actual 
saving  to  the  manufacturer  in  wages  alone,  without  counting  other 
economies,  such  as  the  saving  in  floor  space,  freedom  from  labor  fric- 
tion, etc. 

It  will,  of  course,  be  noted  that  this  would  result  in  an  income  of 
$100.00  per  month  from  each  machine  installgd,  which  would  grow 
rapidly  as  fast  as  the  installations  could  be  made,  and  should  be  ex- 
pected to  yield  a  very  satisfactory  return  upon  the  exceedingly  moder- 
ate capitalization  of  the  Corporation. 

ORGANIZATION    OF   THE    CORPORATION, 

The    Company   is   organized   under   the  laws   of  the 

State   of    ,   under  the   supervision   of   Messrs , 

,  and   ,  of    ,  who  will   act  as  legal 

advisers  and  whose  opinion  as  to  its  legal  organization  and  the  valid 

itsue  of  its  stock  will  be  shown  to  any  prospective  purchaser  at  request. 

The    various   patents    covering   the    Unit    machines    and    the    Corpora- 


FLOTATION  OF  CORPORATE  SECURITIES.       993 

tion's  patent   affairs  will   be   in   charge   of   Mr ,   Patent 

Attorney,  of   ,  whose  opinion  as  to  proper  issue  and 

validity  of  the  patents  will  also  be  shown  to  any  one  interested. 

REGISTRATION    OF    STOCK. 

The   Trust  Company,  of   ,  will  act  as  Registrar 

of  both  tlie  Common  and  Preferred  Stock  of  the  Corporation. 

For  subscription  forms  and  further  detailed  information,  apply  to 
the   undersigned. 

The    Company, 

Building,    

See  for  opinion  of  counsel  referred  to  in  aljove  form,  Form  1410,  post. 
See  for  form  of  subscription  referred  to  in  above  form,  Form  1387,  post. 
See  next  form. 

Form  1386. 

PUBLISHED  OFFER  OF  PREFERRED  STOCK  TO  CARRY 
BONUS  OF  COMMON  STOCK. 

$100,000  Seven  Per  Cent.     Cumulative  Preferred  Stock  of  The   

Company  (Incorporated). 

Dividends   payable  July   1st  and  January   1st. 

Kedeemable,    at    the    option    of    the    Corporation,    at    105    and    accrued 

dividends  on  sixty   days '  previous  notice. 

We  offer,  subject  to  prior  sale,  at  par  ($100  per  share),  1,000  shares 
($100,000)    of  the   seven   per  cent.     Cumulative   Preferred    Stock   of   The 

Company  (incorporated),  a  corporation  with  a  capital  of 

$750,000  divided  into  5,000  shares  ($500,000)  of  Common  Stock,  and  2.500 
shares  ($250,000)  of  Preferred  Stock.  Each  subscriber  hereto  will  receive  a 
bonus  of  one  share  ($100)  of  Common  Stock  for  each  share  of  Preferred 
Stock  subscribed  hereunder. 

Remittances  covering  subscriptions  are  to  be  made  payable  only  to 
' '  The Trust  Company, " 

The  corporation  has  been  organized  to  manufacture  and  sell  machines 
that  will  automatically  and  accurately  weigh,  pack  and  cap  (or  seal) 
any  kind  of  powdered  or  granular  substances,  such  as  Baking  Powder, 
Mustard,  Tea,  Coffee,  Borax,  Blueing,  Soap  Powder,  Rice,  Chocolate, 
Grits,  Meal,  Cocoa,  Spices,  Sugar,  Bird  Seed,  Tooth  Powder,  Vegetable 
Seed,  Talcum  Powder,  Corn  Products,  Salt,  Starch,  Dry  Paints,  Soda  and 
cereals   of   all   kinds. 

The   machine   is   not   experimental,   but  has   been   continuously   used   for 

a  number  of  years  by  prominent   manufacturers,  from  whom 

we  have  letters  evincing  their  satisfaction,  which  will  be  gladly  shown 
to   anyone   interested. 

It  is  proposed  to  lease  the  machines  on  a  basis  of  a  suflScient  installa- 
tion charge  to  cover  cost  of  manufacture  and  yield  a  reasonable  profit 
and  a  monthly  rental  for  at  least  three  years,  the  corporation  always 
to  own  the  machines.  A  careful  inquiry  indicates  $100  as  the  proper 
monthly   royalty    on    each    machine. 

A  very  conservative  estimate  of  the  number  of  machines  that  should 
be  installed  in  the  United  States  alone  is  1,000. 

The  corporation  is  organized  under  the  supervision  of  Messrs , 


994       CORPORATION  FORMS  AND  PRECEDENTS. 

& ,  of ,  who  will  act  as  legal  advisers, 

and  whose  opinion  as  to  its  legal  organization  and  the  valid  issue  of  its  stock 
will  be  shown  at  request. 

The    various    patents    covering    the    machines    and    the    corporation's 

patent    affairs   will   be   in   charge    of    Mr ,    of    Washington, 

D.  C.  His  opinion  as  to  the  proper  issue  and  validity  of  the  patents 
will  also  be  shown  to  anyone  interested. 

The  Board  of  Directors  will  include ,  president   

Company,    ;    ,  president  and  treasurer    

&  Co., , ;  ,  president  Manufactur- 
ing Company, , ;    ,  president  The   

Manufacturing  Company,   and   ,    ;    , 

vice-president   and   general  manager   The    Company, ; 

,  secretary  and  treasurer    Trading  Company, 

;    ,  secretary Trust  Company,   , 

;  and  ,  president  The  Southern  Com- 
pany,    ,   

The   officers   are: 

,  President. 

,  Vice-President. 

,  Secretary  and  Treasurer. 

The  right  is  reserved  to  reject  any  subscription  and  to  allot  a  smaller 
amount  than  applied  for. 

Temporary  receipts  will  be  given  by  the Trust  Company, 

pending  delivery  of  Definitive  Certificates. 

i'or  subscription  forms  and  further  detailed  information,  apply  to 
the  undersigned. 

The    Company    (Incorporated). 

Building,    

See  preceding  form  and  notes  thereunder. 

Form  1387. 

SUBSCRIPTION  TO  STOCK  REFERRED  TO  IN  TWO  PRE- 
CEEDING  FORMS. 

Subscription    to    Stock    of    The     Company. 

,    ,    19.... 

To   The    Trust    Company: 

I,  (we),  the  undersigned,  hereby  subscribe  for  and  purchase  the  fol- 
lowing named  shares  of  the  Common  and  Preferred  Stock  of  The 
Company,  that  is  to  say: 

shares  of  Preferred  Stock  of  the  par  value  of  One  Hun- 
dred Dollars   ($100.00)   each,  and shares  of  Common  Stock 

of  the  par  value  of  One  Hundred  Dollars  ($100.00)  each,  at  and  for  the 
price  of  ($ ),  for  which  amount  I  (we)  here- 
with enclose  a  check  to  the  order  of  The  Trust  Company, 

hereby   authorizing  and   directing  said   Trust   Company   as   follows: 

If  the  said  Trust  Company  shall  have  received  on  or  before  the 
Thirtieth  day  of  March,  1912,  subscriptions  to  the  above  mentioned 
stock  to  the  total  amount  of  One  Hundred  Thousand  Dollars  ($100,000)  in 
cash,   it  is   thereupon   authorized   and   directed   to   pay   the   above  men- 


FLOTATION  OF  CORPORATE  SECURITIES.       995 

tioncd    amount    of Dollars    ($ )    to    the    Treasurer    of 

The   Company,  and  to  hold  for  me   (us)  certificates  for  • 

the  above  mentioned  Preferred  and  Common  Stock  to  be  delivered 
to  me  (us)  in  exchange  for  the  receipt  of  said  Trust  Company.  If 
the  said  Trust  Company  shall  not  have  received  on  or  before  tlie  Thir- 
tieth day  of  March,  1912,  subscriptions  to  said  stock  to  the  gross  amount 
of   Qne   Hundred   Thousand   Dollars    ($100,000),  then   and   in   that   event 

it  shall   return  to   nie    (us)    the   full  amount  of    Dollars 

(.$ )    herewith   deposited   with    it,    without    dcluction   or   charges 

of  any  kind. 

(Signature   of   Subscriber.) 
Address :      

Witness: 

Check    accompanying    this    subscription    must    be    drawn    only    to    the 

order   of   ' '  The    Trust   Company. ' ' 

See  forms  in  Chai-ters  IX,  XVI,  and  XVIT,  supra. 

Form  1388. 

ADVERTISEMENT  BY  BROKERS  OF  PREFERRED  STOCK 
—(ANOTHER  FORM). 

$7,000,000. 

Steel  Company  Seven  Per  Cent.  Cumulative   Preferred   Stock. 

(Consisting  of   70,000  shares  of  $100  par  value  each.) 

Dividends  payable  quarterly  at  the  rate  of  seven  per  cent.  (7%)  per 
annum  from  December  1,  1910.  Preferred  as  to  both  dividends  and 
principal  over  the  Common  Stock.  The  entire  issue  of  Preferred  Stock 
redeemable  by  the  Company  on  any  dividend  date,  at  one  hundred  and 
twenty  per  cent.  (120%)  of  its  par  value,  together  with  all  accrued 
dividends    thereon,   upon   three    months'   previous    notice. 

No  mortgage  can  be  placed  upon  the  Company's  property,  nor  any 
portion  thereof,  nor  can  amount  of  the  Preferred  Stock  be  increased 
without  the  written  consent  of  the  holders  of  at  least  three-fourths  of 
the   Preferred   Stock   outstanding. 

The  Capitalization  of  the  Company  will  be  as  follows: 

Seven  Per  Cent.  Cumulative  Preferred  Stock   $7,000,000 

Common    Stock    7,000,000 

A  very  large  amount  of  the  above  Preferred  Stock  having  been  sold, 
we  offer  the  balance,  subject  to  previous  sale  or  advance  in  price,  at 
$100  per  share,  deliverable  and  payable  in  New  York  funds  at  our 
oflBce   on   December   1,   1910. 

Temporary  Certificates  will  be  delivered,  exchangeable  for  Definitive 
Certificates   when    ready. 

The    Registrar   of  the    Preferred   Stock   is   the    Trust 

Company  of  New  York. 

Reference  is  made  to  a  letter  from    Esq.,  president   of 

the    Steel   Company,  addressed   to  the  undersigned,   as  well 

as  to  a  balance  sheet  certified   to  by  Messrs ,    , 


996      CORPORATION  FORMS  AND  PRECEDENTS. 

&  Co.,   Certified  Public  Accountants,  copies   of   which   may   bo 

•  obtained   at   our   office. 

Application  will  be  made  in  due  course  to  list  the  Preferred  Stock  on 
the   New   York   Stock   Exchange. 

&  Co. 

Mew   York,   November    23,    1910. 

Form  1389. 

ADVERTISEMENT  BY  BROKERS  OF  PREFERRED  STOCK 
(ANOTHER  FORM). 

$5,000,000. 

, & 

(Incorporated  under  the  laws  of  the  State  of  New  York.) 
Seven  Per  Cent.  Cumulative  Preferred  Stock. 
Preferred  as  to  Assets  and  Dividends  and   Having  Full   Voting  Power. 
Dividends    payable    quarterly    on   the   first    day    of    January,    April,   July 

and  October. 
Capitalization. 

Preferred  Stock    (par  value   $100)    $  5,000,000 

Coniniou    Stock    (par    value    $100)    15,000,000 


Total     $20,000,000 

One  million  dollars  ($1,000,000)  of  the  preferred  stock  has  been  re- 
tained  by  the  members  of  the  old   firm  of    ,    & 

,   who   have   agreed   to   continue   to   manage   the   business   of 

the  corporation. 

Messrs ,   &  Co.,  Chartered  Accountants,  certify 

that  for  the  last  fiscal  year  ending  November  26,  1910,  the  gross  sales  of 
the  firm  amounted  to  $15,234,507.88,  and  that  the  average  annual  net 
profits  for  the  past  five  years  have  been  $921,938.17. 

The  corijoration  acquired  the  business  as  of  November  26,  1910.  A 
letter  from  the  President  shows  the  sales  since  that  date  have  been 
about  $6,500,000,  the  profits  of  which  have  already  accrued  to  the  new 
corporation. 

Copies  of  the  Charter  may  be  seen  at  the  office  of  the  undersigned; 
some  of  the  more  important  provisions  may  be  briefly  summarized  as 
follows: — 

No  dividend  can  be  declared  on  the  common  stock  unless  there  shall 
then  exist  a  surplus  of  at  least  $500,000,  and  no  dividends  in  excess  of 
4%  per  annum  upon  the  common  stock  unless  there  shall  then  exist 
a  surplus  of  at  least  $1,000,000.  After  paying  or  providing  for  the 
payment  of  accrued  and  unpaid  dividends  on  the  preferred  stock,  the 
corporation  is  obligated  out  of  its  surplus  and  net  profits  remaining 
to  retire  by  purchase  at  not  to  exceed  the  sum  of  one  hundred  and 
twenty  dollars  ($120)  per  share,  or  by  redemption  at  one  hundred  and 
twenty  dollars  ($120)  per  share,  all  of  such  preferred  stock,  such  retire- 
ment to  be  effected  in  installments,  so  that  at  least  $500,000  of  said 
preferred  stock  will  be  retired  on  or  before  July  1,  1921,  and 
the  remainder  thereof  in  installments  of  not  less  than  $500,000  in  each 
of  the  five-year  periods  successively   following  July   1,   1921. 


FLOTATION  OF  CORPORATE  SECURITIES.       997 

Tlio  corporation  shall  uot  mortgage,  its  real  or  personal  property, 
or  iuerease  its  preferred  stock  without  the  consent  of  the  holders  of 
at  least  three-fourths  of  the  then  issued  and  outstanding  preferred 
stock. 

A  large  part  of  the  above  preferred  stock  having  been  sold,  we  ofifer 
the  unsold  balance  at  100%.  and  accrued  dividend,  from  May  25,  1911, 
deliverable  on  or  about  that   date,  on  three  days'  previous  notice,  and 

payable  in  New  York  funds,  at  the  ofliee  of , &,  Co., 

Street,  New  York  as  follows: 

$10  per  share  on  application, 
$90  per  share  on  May  25,  1911. 

The  subscription  will  be  closed  at  3  P.  M.  on  Monday,  May  22,  1911, 
or  earlier,  the  right  being  reserved  to  reject  any  application  or  to 
award  a  smaller  amount  than  applied  for. 

Delivery  will  be  made  in  the  form  of  temporary  certificates,  ex- 
changeable for   definitive   stock   certificates    when   ready. 

Application  will  be  made  to  list  the  Preferred  Stock  upon  the  New 
York  and   Chicago   Stock   Exchanges. 
&   Co.  &    Co. 

St.,  New  York.  and   Sts.,  Chicago. 

See  for  articles  of  incorporation  of  the  company  referred  to  in  above 
form.  Form  157,  supra. 

See  notes  to  Form  1381,  supra. 

Form  1390. 
PROSPECTUS  FOR  PREFERRED  STOCK. 

$8,000,000. 

Company. 

Seven  Per  Cent.  Cumulative   Preferred  Stock. 
,  Preferred  as  to  both  Assets  and  Profits. 

Par  Value  of  Shares  $100. 
Quarterly    dividends    payable    the    first    days    of    January,    April,    July 

and  October. 
Redeemable  as  a  whole  at  the  option  of  the  Company  on   any  dividend 

date    at    115    plus   accrued    dividend. 
Sinking   Fund   provisions   for   purchase   or   ultimate   redemption   at    115. 

Capitalization. 

To  be 
Authorized.      Presently  Issued. 

7%   Cumulative   Preferred  Stock    $10,000,000  $8,000,000 

Common    Stock     12,000,000   (about)     9,000,000 

Statements  regarding  this  issue  of  preferred  stock  and  the  business 
of    the    Company   are   based    upon   the    accompanying   letter    signed    by 

,   Esq.,   Secretary    and    Treasurer   of   the    Company,    by 

authority  of  the  Board  of  Directors.     Mr has  summarized 

some  of  the  statements  in  this  letter  as  follows: 

"1.  Business  established  in  1853,  and  after  58  years  of  continuous 
growth  the  concern  ranks  as  one  of  the  principal  manufacturers  of 
agricultural    implements   in    the   United   States. 


998   CORPORATION  FORMS  AND  PRECEDENTS. 

"2.  Interests  closely  connected  -with  the  enterprises  arc  purchasing 
over  $2,500,000  common  stock  at  par. 

"3.  The  above  $8,000,000  of  preferred  stock  and  part  of  the  common 
stock  are  to  be  issued  in  payment  for  the  properties,  assets,  effects  and 

businesses   of   the    Thresher   Company   and    , 

&  Company.     The  combined  assets,  based  on  an  independent 

appraisal  and  independent  accountants'  report,  after  adding  certain 
items  specified  in  the  accompanying  letter  and  deducting  current  liabil- 
ities, will  aggregate  over  $18,000,000,  or  over  2^/4  times  the  total  present 
issue  of  preferred  stock,  and  the  net  current  assets  alone  will  equal 
more  than  1  1-3  times  the  preferred  stock,  as  set  forth  in  said  letter. 

"4.  The  combined  net  earnings  for  the  four  years  ending  December 
31,  1911  (1911  partly  estimated),  will  average  $910,029,  and  for  the 
year  ending  December  31,  1911  (partly  estimated),  will  amount  to 
$1,350,000,  the  latter  figure  being  about  2^  times  the  dividend  require- 
ment on  the  present  issue  of  $8,000,000  of  new  preferred  stock. 

"5.  Based  on  orders  already  booked  and  on  requisitions  from  mana- 
gers in  the  field,  the  net  earnings  for  the  year  ending  December  31, 
1912,  will  probably  be  in  excess  of  $2,200,000,  or  27i^%  on  the  present 
issue    of    new   preferred    stock,    that    is,    will    probably    be    nearly    four 

times  the  dividend  requirements.     The  Company's  plants  at   , 

,  have  been  working  night  and  day  for  the  past  nine  months, 

and  have  been  unable  to  fill  many  orders  by  reason  of  limited  manu- 
facturing facilities. 

"6.  The  Company  cannot  mortgage  any  of  its  property  without  the 
consent   of  three-fourths   of  the  preferred   stock. 

"7.  A  Sinking  Fund  is  to  be  created  out  of  earnings  for  the  retire- 
ment of  said  preferred  stock.  During  the  first  two  years,  the  annual 
credit  to  this  fund  is  to.  be  $200,000,  and  thereafter  annually  at  the 
rate  of  3  per  cent,  on  the  largest  amount  of  preferred  stock  thereto- 
fore issued,  and,  in  addition,  an  amount  equal  to  the  amount  of  cash 
dividends  which  may  be  declared  on  the  common  stock  in  excess  of 
$800,000  per  annum,  and  further  as  described  in  the  accompanying  let- 
ter. This  sinking  fund  is  to  be  applied  from  time  to  time  to  the  pur- 
chase of  preferred  stock  at  not  exceeding  115  and  accrued  dividends, 
or,  in  case  no  such  purchases  can  be  made,  accumulated  for  the  ulti- 
mate redemption  of  entire  issue   at   115." 

The  plants  of  the  three  Companies  are  located  at    , 

and    ,   and   have    been   appraised   by   the 

Ai)praisal  Co.   of    An   audit   of  the  books 

of  account  of  the  three  companies  has  been  made  by  Messrs , 

&  Co.,  as  stated  in  the  accompanying  letter.     The  legality 

of  the  proceedings  for  the  issue  of  the  above  preferred  stock  has  been 

approved  by  Messrs , & ,  as  Counsel  for  the 

Bankers,   and   Messrs ,    ,    &    , 

as   Counsel  for  the  Vendor. 

Copy  of  provisions  governing  rights  and  preferences  of  Preferred 
Stock  will  be  furnished  on  application  and  reference  thereto  is  made 
for  all  details. 

A  simultaneous  offering  will  be  made  in  Amsterdam  by  

&  Co. 


FLOTATION  OF  CORPORATE  SECURITIES.       999 

Application  will  be  ina.le  to  list  tho  preferred  stock  ou  the  New  York 
Stock  Exchange. 

Having  placed  a  large  amount  of  this  issue  here,  and  in  Europe,  we 
will  receive  subscriptions  for  the  unsold  balance  at  97cj{j  and  accruing 
dividend. 

The  subscriptions  will  be  opened  on  Friday,  December  1,  1911,  at  10 
o'clock  and  closed  at  a  o'clock  P.  M.  the  same  day  or  earlier  at  the 
option  of  the  undersigned  Bankers.  Tho  right  is  reserved  to  reject 
any  application  and  to  allot  a  smaller  amount  than  a{)plied  for.  Pay- 
ment in  full  to  be  made  upon  allotment.  Subscription  blanks  may  bo 
obtained   from  the   undersigned. 

&  Co., 

Street,   New  York. 

&   Co., 

St.,  New  York.  St.,  Chicago 

November  27,  1911. 

See  for  capital  stock  clause  in  charter  of  above  mentioned  corporation. 
Form  1054,  supra, 

SECRETARY   AND    TREASURER'S    LETTER    CONCERNING    PRE- 
FERRED STOCK  ISSUE. 
Comj^any. 


November    27,   1911. 

Messrs &  Co., 

Street,  New  York. 

Messrs &  Co., 

Street,    Chicago. 

Dear  Sirs: — 

In  compliance  with  your  request,  I  now  beg  to  confirm  to  you  as 
Syndicate  Managers  by  authority  of  the  Board  of  Directors  the  fol- 
lowing  information    regarding   the    Company    and    the    new 

issue  of  $8,000,000  Seven  Per  Cent.  Cumulative  Preferred  Stock. 

The  present  issue  of  preferred  stock  together  with  part  of  the  com- 
mon stock  will  enable  the  Company  to  purchase  the  prop- 
erties, assets  and  business  of  the    Thresher   Company  and 

&  Company.  The  Compaliy  has  duly  called  for  the  redemp- 
tion on  March  1st,  1912,  its  outstanding  debentures  (original  issue 
$1,000,000  face  value)  and  has  directed  sufficient  assets  to  be  set  aside 
to  pay  the  same.  It  has  likewise  called  for  redemption  at  105,  its 
])rior  issues  of  preferred  stock,  and  for  that  purpose  assets  have  also 
been  directed  to  be  set  aside.  There  is  no  mortgage  upon  the  Com- 
pany's property  and  upon  the  payment  of  the  debentures  and  out- 
standing preferred  stock,  the  Company  will  have  no  funded  indebted- 
ness, and  the  capitalization  will  be  as  follows: 

To  be  presently 
Authorized.  issued. 

7%    Cumulative   Preferred   Stock    $10,000,000  $8,000,000 

Common    Stock     12,000,000   (about)     9,000,000 

Arrangements  have  been  made  for  the  purchase  by  interests  closely 
connected  with  the  properties  of  over  $2,500,000  of  the  common  stock 
at  par. 


1000     CORPORATION  FORMS  AND  PRECEDENTS. 

Business. 

The  business   of  the    Company  was   established  in   1853, 

and  the  plants  of  the  Company  are  located  at , After 

58   years   of    continuous    growth   and    constantly    increasing   profits,    the 

Company  now  ranks  as  one  of  the  three  most  important 

manufacturers   of   agricultural   implements   in   the   United   States.      The 

&    Company   and   the    Thresher   Company, 

the  properties  and  businesses  of  which  the    Company 

has  contracted  to  acquire,  were  established  in  1836  and  1885  respec- 
tively, the  plant  of  the  former  being  located  at    ,   , 

and  of  the  latter  at   ,   

Through   the   acquisition    of   the   properties   of   these   two    companies, 

the   Company  will   enlarge  the  scope  of  its  manufactures 

by  adding  lines  which  it  does  not  now  itself  manufacture  and  which 
will  be  salable  during  seasons  when  the  present  selling  force  of  the 
Company  is  practically  idle,  and  thereby  effect  a  reduction  in  the 
average  selling  cost.  The  Company  will  also  acquire  branch  houses  and 
selling  organizations  at  27  places  where  it  has  no  present  facilities. 
Not  only  will  the  selling  force  be  rendered  much  more  effective,  but 
there  will  be  a  large  reduction  in  the  expenditures  for  salaries  through 
the  elimination  of  duplicate  executives.  Travelling  expenses  will  be 
curtailed,  credits  will  be  more  effectively  handled,  with  a  decreased 
cost  of  making  collections,  the  experimental  departments  will  be  con- 
solidated, raw  materials  will  be  purchased  in  l9.rger  bulk,  and  large 
savings  will  result  from  the  better  standardization  of  the  products  and 
more  effective  organization  and  methods  in  the  manufacturing  depart- 
ments of  the  various  plants. 

Description   of  Preferred   Stock. 

1.  The  preferred  stock  is  entitled  to  cumulative  dividends  at  the 
rate  of  7%  per  annum,  but  no  more,  payable  quarterly  on  the  first 
days  of  January,  April,  July  and  October,  the  first  dividend  being  pay- 
able April  1,  1912,  for  the  period  of  four  months  at  the  rate  of  .$2.34 
per  share. 

2.  The  preferred  stock  is  redeemable  in  whole,  but  not  in  part,  at 
the  option  of  the  Company  on  any  dividend  date  at  115  and  accrued 
dividends,  and  is  entitled  to  priority  in  payment  of  principal  out  of 
the  assets  of  the  Company  over  the  common  stock  for  the  full  face  value 
together  with  all  arrearages  of  dividends  due  thereon. 

3.  The  Company  cannot  convey  its  real  estate  or  mortgage  any  of 
its  property  without  the  written  consent  of  the  holders  of  three  quar- 
ters of  the  preferred  stock. 

4.  No  dividend  can  be  declared,  paid  upon  or  set  apart  for  the  com- 
mon stock  whilst  any  dividend  on  the  preferred  stock  is  in  arrears, 
or  whilst  there  is  any  default  in  the  preferred  stock  sinking  fund  pro- 
visions, nor  unless  the  net  quick  assets  as  shown  by  the  regular  books 
of  account  and  inventories  of  the  Company  actually  exceed  the  par 
value  of  the  outstanding  preferred  stock  after  deducting  any  such 
dividend. 

5.  The  preferred  stock  cannot  be  voted  at  any  meeting  of  the  Com- 
pany except  that  in  the  event  of  any  default  continuing  for  six  months 
in  the  payment   of   the   cumulative    dividends    on   the   preferred   stock, 


FLOTATION  OF  CORPORATE  SECURITIES.     1001 

or  any  failure  to  comply  with  provisiions  for  tlie  prt'fc'rreil  stock  sink- 
ing fund,  the  preferred  stock  will  then  have  equal  voting  power  with 
the   common   stock   bo   long  as   any   default   continues. 

6.  A  sinking  fund  is  to  be  created  out  of  earnings  for  the  retire- 
ment of  the  preferred  stock  by  redemption  or  purchase.  For  this  pur- 
pose, $200,n00  per  annum  is  to  be  credited  out  of  the  earnings  during 
the  first  two  years,  and  thereafter  at  the  rate  of  3  per  cent,  on  the 
total  amount  of  preferred  stock  issued,  and,  in  addition,  an  amount 
equal  to  any  cash  dividends  which  may  be  declared  during  the  preced- 
ing calendar  year  on  the  common  stock  in  excess  of  $800,000.  If,  how- 
ever, the  outstamlirig  preferred  stock  should  be  reduced  to  $5,000,000, 
then  an  amount  equal  to  the  amount  of  cash  dividends  declared  on  the 
common  stock  in  excess  of  $1,000,000  per  annum  will  be  credited  to  the 
sinking  fund  in  addition  to  said  3  per  cent.  These  provisions  are 
cumulative,  and  no  dividends  are  to  be  declared  or  paid  on  the  com- 
mon stock  while  any  default  exists  in  the  sinking  fund  credits  or  pay- 
ments. 

All  sums  credited  to  the  sinking  fund  can  be  applied  to  the  purchase 
of  preferred  stock  at  not  exceeding  115  and  accrued  dividends.  All 
preferred  stock  acquired  by  operation  of  the  sinking  fund  or  other- 
wise is  to  be  cancelled.  If  sufficient  preferred  stock  is  not  obtainable 
to  exhaust  the  funds  to  the  credit  of  the  sinking  fund,  the  balance  will 
continue  to  the  credit  of  the  sinking  fund,  and  will  either  be  used 
thereafter  for  the  purchase  of  preferred  stock  or  accumulated  for  its 
ultimate  redemption  at  115. 

I  hand  you  herewith  a  printed  copy  of  the  preferred  stock  provisions. 

See  Form  No.  1054,  sui)ra. 

Assets. 

Messrs &    Co.,   Certified   Public   Accountants,   have 

examined  the  books  of  account  of  the  various  companies  and  have  cer- 
tified  the   result   for   the   years   1906  to   1910,   inclusive.     Based   on   the 

figures  of  their  report  and   of  the  report  of  the    Appraisal 

Company   of    ,    ,   and   adding   thereto   the   estimated 

net   earnings   for   1911,   the   new   cash   capital    contributed   and   recently 
subscribed,  the  value  of  the  patents   ($1,500,000,  but  not  including  any- 
thing for  trademarks  or  good  will)  and  deferred  charges  of  $.'>51,015.90, 
the  statement  of  combined  assets  and  liabilities  as  of  the  .'Ust  of  Decem- 
ber, 1911,  will  be  approximately  as  follows: 
Real  Estate,  Buildings,  Machinery,  Equip- 
ment,   Tools,    Patterns,    Dies,    Fixtures, 
etc.,  at  factories  and  branches  based  on 

the    appraisal    report    of    the    

Appraisal    Company    $4,781,514.09 

Sundry  Keal  Estate  not  used  for  the  busi- 
ness,  at   book   values    57,617.57 

Patents     1,500,000.00 

Securities   and   Loans   to   other   Companies  925,547. 3f 

Miscellaneous    Deferred    Charges    351,015.9G 


1002    CORPORATION  FORMS  AND  PRECEDENTS. 

Current  Assets: 

Inventory     $5,181,303.82 

Notes   and   Accounts    Receivable    7,884,298.97 

Cash     1,050,000.00         14,115,602.79 

Total    Assets    $21,731,297.71 

Deduct  Current  Liabilities: 

Accounts   and   Bills   Payable    2,671,848.62 

Contingent  Liability    (Commissions)    424,396.25  3,096,244.87 

Surplus   of  Assets   over   Current  Liabilities ,.        $18,635,052.84 

Based  on  the  above  statement,  the  total  net  assets  of  the  combined 
properties  will  aggregate  over  two  and  one-quarter  times  the  total  pres- 
ent issue  of  preferred  stock,  and  the  net  current  or  liquid  assets  will 
aggregate   over   one   and   one-third   times   the   preferred   stock. 

EARNINGS. 

The  consolidated  net  earnings  of  the  three  companies  for  the  three  years 

ended  December  31,  1910  as  certified  by  &  Co.,  together 

with  the  consolidated  net  earnings  for  the  year  ending  December  31,  1911 
(partly  estimated)  will  average  $910,029. 

For  the  present  calendar  year,  the  earnings  (partly  estimated)  will 
amount  to  about  $1,350,000  and  thus  will  be  equal  to  almost  17%  on  the 
new  preferred  stock,  or  nearly  2 14  times  the  dividend  requirements  on  the 
present  issue  of  $8,000,000.  Estimated  on  the  basis  of  orders  already 
booked  and  requisitions  from  managers  in  the  field,  the  net  earnings  for 
1912  will  amount  to  over  $2,200,000  or  27^/^  per  cent,  on  said  new  preferred 
stock,  being  nearly  four  times  the   dividend  requirements. 

The  earnings  for  1911  are  estimated  in  part,  but  the  actual  earnings 
will  undoubtedly  exceed  the  figures  given.     The  estimate  of  earnings  for 

1912  on  the  lines  of  the Thresher  Company  and 

&  Company  have  been  taken  at  or  less  than  the  average  for  the  past  ten 

years,  and  the  estimate  allows  for  practically  no  increase  by  the 

plant  itself  except  in  the  manufacture  of  oil  pull  tractor  engines.  •  This 
item  would  represent  the  sale  of  only  2,000  of  these  engines  in  1912, 
whereas  present  production  and  sales  are  at  the  rate  of  2,400  engines  per 

year.     The    plant   at    has  been  working  night 

and  day  for  the  past  nine  months,  and  there  is  a  large  excess  of  unfilled 
orders  on  hand,  and  during  the  past  year  very  many  have  had  to  be  refused 
because  of  limited  manufacturing  facilities. 

OUTPUT   AND    SALES. 

The  growth  and  stability  of  the  business  are  shown  by  the  following 
comparative  statement   of  the  combined  annual  sales: 

1906    $5,989,012 

1907    *.  .  .   5,874,518 

1908    5,438,914 

1909    6,629,438 

1910    7,142,327 


FLOTATION  OF  CORPORATE  SECURITIES.     10()3 

PROSPECTS. 

Prior    to    1910,    the    Company's    biiKiness   was   confined 

mainly  to  the  manufacture  of  agricultiiral  implements,  such  as  threshers, 
separators,  hullers,  etc.,  but  during  the  past  year  the  Company  has  com- 
pleted and  placed  in  operation  an  additional  plant  for  the  manufacture 
of  a  new  type  of  internal  combustion  engine  jirimarily  designed  for  plow- 
ing purposes,  which  uses  kerosene  and  the  heavier  oils  instead  of  gasoline 

or  other  expensive  fuels.     This  engine,  known  as  the   Oil  Pull 

Tractor,  constitutes  a  marked  advance  in  the  develo[)ment  of  plowing 
machinery,  as  it  gives  increased  efliciency  with  decreased  cost  of  fuel.  It 
does  as  much  work  .with  one  barrel  of  kerosene  oil  as  a  steam  plow  engine 
does  with  V/o  tons  of  coal.  It  uses  kerosene  and  low  grade  distillates  con- 
taining 20%  more  energy  than  gasoline  and  selling  from  3  to  7  cents  per 
gallon,  whereas  gasoline  is  selling  at  from  9  to  15  cents  per  gallon.  Since 
only  71/^%  of  crude  oil  refines  into  gasoline,  the  price  of  this  fuel  gives 
indication  of  steadily  increasing,  whereas  about  50  per  cent,  of  crude  oil 

refines  into  kerosene  and  the  distillates  suitable  for  use  in  the 

Oil  Pull  Tractor  Engine.  It  is  estimated  that  at  the  present  time  100,- 
000,000  barrels  of  kerosene  oil  and  heavy  oil  are  in  storage  in  the  United 

States.     The Combustion  System  makes  possible  the  use 

of  these  oils  for  the  economical  development  of  power,  and  the 

Company  controls  the  right  to  manufacture  agricultural  machinery  using 
this  system. 

Since  these  tractor  engines  are  also  used  for  furnishing  power  to  run 
other  machinery,  a  demand  is  created  by  the  sale  of  each  Oil  Pull  Tractor 
Engine  for  additional  agricultural  machinery,  the  sale  of  which  is  thus 
practically  assured  to  the  company  handling  the  tractor  engine.  Farm- 
ing consumes  more  power  than  is  required  for  the  operation  of  the  trans- 
portation systems  or  the  industrial  plants  of  the  country  and  at  the 
present  time  a  revolution  is  taking  place  in  farming  methods,  involving 
the  transition  from  human  and  animal  energy  to  mechanical  power 
produced  by  engines.     The  market  for  the  products  manufactured  by  the 

Company,  therefore,  presents  almost  unlimited  possibilities. 

Through  the  acquisition  of  the   new  lines  which  have  been  manufactured 

by   the    Thresher   Company   and    &   Company, 

the    Company  will  greatly  broaden  the  scope  of  its 

manufactures  and   its  market. 

Yours    truly, 

Secretary  and   Treas. 

See  Form  1054,  supra,  for  preferred  stock  provisions. 


1004    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1391. 
ADVERTISEMENT  OF  PREFERRED   STOCK. 

$6,000,000. 

Company. 

Incorporated  under  the  laws  of  the  State  of  New  York. 

Seven  Per  Cent.   Cumulative  Preferred  Stock. 

Preferred  as  to  dividends  and  as  to  assets  on  liquidation. 

The  whole  or  any  part  redeemable  at  the  option  of  the  Company  on  three 

months'  notice,  at  125%  and  accrued  dividends. 

Dividends  Payable  Quarterly  April,  July,  October  and  January. 

Par  Value  of  Shares  $100. 

Co.,  New  York,  N.  Y. 

Transfer    Agent. 

&   Trust  Co.,  New  York,  N.  Y. 

Registrar. 
Capitalization. 
Seven    Per    Cent.    Cumulative    Preferred    Stock,    dividends    payable 
quarterly  beginning  April  1st,  1912: 

Authorized   and   Issued    $15,000,000 

Common   stock: 

Authorized    and   Issued    50,000,000 

Company  was  organized  to  take  over  the  following 

businesses : 

(1)      &  Co.,  a  New  York  Corporation. 

(2)      &  Co.,  a  New  York  Corporation. 

(3)      &  Co.,  a  Pennsylvania  Corjioration. 

(4)  The   Co.,  a   Connecticut   Corporation. 

(5)  The   business  of    

(6)  The   businesses    of    and    

&   Son. 

(7)  The  controlling  interest  in    &  Co.,  Ltd.,  owned   by 

&   Co.,   and   now   operating   10   stores   in   England. 

The   undersigned  are   in  receipt   of  a   letter  from  Mr , 

President  of  the  Company,  copies  of  which  may  bo  obtained  at  the 
office  of  the  undersigned,  with  respect  to  the  purposes  of  the  merger  and 
the  history  of  the  businesses  of  the  above  mentioned  companies. 

The  combined  sales  and  profits  of  the  merged  businesses  for  the   six 
calendar    years    ending    December    31,    1911,    have    been    certified    to    the 

undersigned  by  Messrs ,    &   Company,  chartered 

accountants,   as  follows: 

Year    1906    $27,760,664.07  $2,723,354.22 

Year    1907    32,968,144.84  2,971,118.99 

Year    1908    36,206,674.24  3,617,077.15 

Year    1909    44,438,193.39  4,702,802,23 

Year    1910    50,841,546.98  5,065,031.04 

Year    1911    52,616,123.68  4,955,255.57 

Application  will  be   made   in   due   course   to   list   the  above  preferred 
stock  on  the  New  York  Stock  Exchange. 


FLOTATION'  OF  CORPORATE  SECURITIES.     1005 

This  advertisement  apiiears  as  a  matter  of  record  only,  as  all  the  stock 
has  beeu  applied  for  in  advance  by  the  public. 

&    Co., 

New    York.  Boston. 

....   So.  La  Salle  St.,  Chicago. 

Brot  hers, 

Street,  New  York  City, 

Sons  &  Co., 

London,    England. 

Form  1392. 
OFFER  OF  TREASURY  STOCK  TO  PUBLIC. 

The    ('omi)any. 

The Company,  ineorj)<)rated  under  the  laws  of , 

J    19 Capitalization    1,500,000    shares,    par   value    $10 

each. 

Pursuant  to  order  of  the  board  of  directors,  for  the  purpose  of  provid- 
ing funds  for  enlarging  its  operations  and  increasing  its  reduction  ca- 
pacity, the Company  offers  for  sale  100,000  shares  of  treas- 
ury stock  at  par,  $10  per  share.  Payment  to  be  made  one-half  (.$5.00  per 
share)    cash  at  the  time  of  subscription,  $5.00   payable    ,   19 

Subscriptions  will  be  received  at   the  office  of  the  Company,    

Street,  City  of ,  until  12  o'clock  noon, ,  19 

500,000  shares,  with  the  par  value  of  $5,000,000,  have  been  placed  in  the 
treasury  for  the  development  of  the  property. 

50,000  shares  of  treasury  stock  have  already  been  purchased  by  the  di- 
rectors, at  par,  realizing  $500,000  in  cash,  which,  with  the  proceeds  of  the 
additional  100,000  shares  now  offered  to  the  public,  will  place  in  the  treas- 
ury $1,500,000,  available  as  needed  for  company  purposes,  together  with 
$3,500,000,  par  value,  of  treasury  stock  which  can  be  sold  in  the  future,  if 
necessary,  at  prices  much  above  par. 

Prospectus,  reports,  maps,  subscription  blanks,  etc.,  will  be  mailed  upon 
application. 

Make  all  checks  payable  to  the  order  of    ,  Treasurer,   or 

,    President,    of    the     Company, 

Street,   

See  note  to  Form  1378,  supra. 

Form  1393. 

SUBSCRIPTIONS  TO  STOCK  ABOVE  PAR,  PAYABLE  IN 
INSTALLMENTS. 

Company. 

Incorporated  under   laws   of    

Capital  Stock  $1,000,000.  Par  Value  $50.00  Per  Share. 

,   ,  January   .  . .  . ,  1913. 

The   Trust  Company,  Fiscal  Agents, 


The  undersigned   does  hereby  subscribe  to    shares   of  the 

Capital  Stock  of  the  Company  of  the  par  value  of  Fifty 


1006     CORPORATION  FORMS  AND  PRECEDENTS. 

Dollars  per  share,  at  Eighty-five  Dollars  per  share;  payment  therefor  to  bo 
made  to  The Trust  Company  (of , )  as  fol- 
lows, to  wit : 

January  28th,  1913,  30%,  of  the  total  purchase  price. 

April  12th,  1913,  25%,  of  the  total  purchase  price. 

July  12th,  1913,  25%,  of  the  total  purchase  price. 

October  12th,   1913,  20%,  of  the  total  purchase  price. 

This  subscription  is  made  subject  to  the  terms  and  conditions  of  your 
offering  of  January  2nd,   1913. 


Address : 

Return  to &  Co., Street, 


See  Form  1387,  supra,  and  note  thereunder. 

Form  1394. 
SUBSCRIPTION  FOR  STOCK— (ANOTHER  FORM). 

FULL   PAID  ORDER  FORM. 

Company, 

Fifth  Avenue,  New  York. 

Enclosed   find  $ in   full  payment   for    shares   of  your 

Six  Per  Cent.  Cumulative,  Preferred,  Participating    (profit  sharing)   stock 

at  $10   per  share.     Make   certificate  in  the  name  of   (write 

plainly)  and  forward  to 

Name   

Post  (Jffice   

State   

Street  and  No.  or  P.  O.  Box 

DEFERRED    PAYMENT    ORDER    FORM. 

.1 Company, 

Fifth  Avenue,  New  York. 

Enclosed  find  $ as  first  payment  on shares  of  your 

Six  Per  Cent.  Cumulative,  Preferred,  Participating  (profit  sharing)  stock 
at  $10  per  share.  The  balance  to  be  paid  in  nineteen  equal  monthly  pay- 
ments of  $ per  month. 

Name   

Post  Office   

State  

Street  and  No.  or  P.  O.  Box  

See  note  to  preceding  form. 

For  other  forms  of  subscription  to  stock,  see  Chapter  IX. 

Form  1395. 
APPLICATION  FOR  PREFERRED  STOCK  WITH  BONUS. 

&  Co., 

Street,     

Financial  Agents: 

Company,  of ,   

19.... 

I  hereby  make  application  for   shares  of  7%  Cumulative 

Preferred  stock  of  the Company,  of  , 


Fi.OTATlON  OF  CORPORATE  SECURITIES.     1007 

aD(l  enclose  herewith  $ as  deposit  payment  of  ten  per  cent,  of  the 

amount  subscribed   for;    the  balance  of  $ to  be   paid  by  me  within 

ten  days  after  notice  of  allotment.  It  is  understood  and  agreed  that  in 
consideration  of  the  full  payment  at  the  rate  of  $100.00  per  share  for 
the  Preferred  stock,  I  am  to  receive  an  equal  number  of  fidl  paid  and 
nonassessable  shares  of  Common  stock  of  the  same  Company. 


See  Forms  1393-1394,  .siipra. 

See  geiier;illv  ;is  to  the  ellect  of  issuing  bonus  stock.  Cook  on  Corporations, 
5§  18-51a;  Clark  &  M.,  Corp.,  §§  390c,  401c. 

Form  1396. 
APPLICATION  FOR  SHARES. 

To  the  Directors  of   Company: 

Gentlemen:      Find   enclosed   herewith   the  sum   of    dollars, 

being  a  deposit  of   dollars  per  share  on shares  in 

the  above   named    company.     I   request  you  to   allot   me  that   number   of 

shares  upon  the  terms  of  the  company's  prospectus,  dated  the   

day  of  and  1   hereby  agree  to  accept  the  same  or  any  smaller 

number  that  may  be  allotted  to  me. 

Name    in    full    

Address    

Descript  ion    

Date   

Signature     

Form  1397. 

APPLICATION  FOR  PREFERRED  STOCK  WITH  POWER 
OF  ATTORNEY  TO  SUBSCRIBE  FOR  SAME. 

The   Company. 

Capital  Authorized,  $ 

Capital  Issued 

Shares  7%   Cumulative  Preferred   Stock,  $ 

Shares  Common  Stock,  $ 

Shares   $100   each. 


To  Messrs. 


Gontlemen  :     I  do  hereby  apply  for  and  request  you  to  procure  the  allot- 
ment to   me  of   Shares  of  $100  each   in  the   7%   Cumulative 

Preferreil   Stock   of   The    Company,   and   T    do   hereby 

undertake  to  accept  the  same,  or  any  less  amount  that  may  be  allotted  to  me, 
and  to  pay  therefor  in  cash  upon  allotment,  or,  at  the  option  of  the  Com- 
pany,   as   calls   shall   be   made    in    respect   thereof;    and    I   hereby   appoint 

of  your   firm,   my   true   and   lawful   attorney   for   me, 

and  in  my  name  and  behalf  to  subscribe  for  the  said   Shares  of 

Preferred  Stock,  or  any  part  thereof,  in  the  books  of  the  Company,  and  to 
do   all    lawful    acts    requisite    for    effecting    the    premises.     My   check    for 


1008    CORPORATION  FORMS  AND  PRECEDENTS. 

$ ,  being   per  ceut.   on  said  shares,   due  on   application,  is 

enclosed. 

Dated  this day  of  ,  19 ...  . 

Name    

Address   

Form  1398. 
ALLOTMENT  LETTER. 

The Company. 

To    

Sir:     In  answer  to  your  application  for  shares  in  this  company,  I  have 

to   inform  you  that   the  directors  have   allotted   you    chares. 

The  total  amount  payable  thereon  upon  application  and  allotment  is  $ 

You  have  paid  on  application  $ ,  leaving  still  to  be  paid  by  you 

$ which  sum  is  now  due  and  must  be  paid  to  the  company  on  or 

before  the day  of  . 

Yours  truly, 


Secretary. 
See  Forms  1352,  1354,  1355,  supra. 

Form  1399. 
PROSPECTUS  FOR  SINKING  FUND  BONDS. 

The Coal  Company. 

First  and  Eefunding  Mortgage  Sinking  Fund  5  Per  Cent.  Gold  Bonds, 

Dated  December  1,  1910.     Due  December  1,  1950.     Interest  payable  June 

1st  and  December  1st  at  the  office  of  the Trust  Company  of 

New  York,  Trustee.  Coupon  bonds,  $1,000  each,  interchangeable  for  reg- 
istered bonds.  Redeemable  as  a  whole,  but  not  in  part,  except  for  sinking 
fund,  on  any  interest  date,  at  1071/^  and  accrued  interest. 

The  mortgage  provides  for  a  sinking  fund  of  from  two  to  five  cents  per 
ton  of  all  coal  mined;  bonds  of  this  issue  to  be  purchased  for  the  sinking 
fund  at  a  price  not  exceeding  107i/^  and  accrued  interest,  at  which  figure 
the  bonds  may  be  drawn -by  the  Trustee  by  lot.  All  bonds  purchased  for 
the  sinking  fund  are  to  be  cancelled. 
Authorized  issue,  $40,000,000.  Present  issue,  $9,000,000 

Reserved  to  retire  the  following  prior  lien  bonds: 
The Coal  Co.  First  Mortgage  4%%  Bonds  and 

Refunding  Mortgage  4i^%  Bonds, Coal  Co. 

First  Mortgage  5%  Bonds, Coal  &  Coke  Co. 

First  Mortgage  5%  Bonds,  approximately 11,000,000 


Total  Bonded  Debt  Outstanding  in  the  hands  of  the  Public *$20,000,000 

The  Company  has  paid  dividends  without  interruption  on  its  capital  stock 

*  The  carefully  guarded  restrictions  under  which  the  remaining  $20,000,- 
000  First  and  Refunding  Mortgage  5%  Bonds  may  be  issued,  are  set  forth 

in  the  accompanying  letter  of  Mr.   . .  .■ ,  President  of  the 

Company. 


FLOTATION  OP  CORPORATE  SECURITIES.     1009 

for  the  past  twenty-six  years,  6%  haviug  been  paid  since  1005.     The  capital 
stock  now  outstanding  is  $25,000,000. 

We  summarize  the  salient  features,  which  are  fully  set  forth  in  the  accom- 
panying letters  from   Mr ,  President  of  the  Company,  and 

Mr ,    Geologist    and    Mining    Engineer,    , 

,  whose  examination  and  appraisal  of  the  properties,  plants  and  sub- 
sidiaries were  made  in  our  interests. 

1.  The  Company  is  one  of  the  largest  and  most  important  producers  of 
bituminous  coal  in  the  United  States,  and  has  been  successfully  operated  for 
about  fifty  years. 

2.  These  bonds  will  be  a  first  lien  upon  about  185,350  acres  of  coal 
lands  or  coal  rights  and  surface  lands,  and  a  general  lien,  subject  only  to 
approximately  $11,000,000  prior  liens,  upon  the  balance  of  the  property, 
about  111,404  acres;  a  total  of  about  29G,754  acres. 

3.  The  $9,000,000  bonds  will  retire  $6,500,000  prior  liens,  and  the  pro- 
ceeds from  sale  of  the  remainder  will  be  expended  upon  a  recently  acquired 
and  exceedingly   valuable   tract   of   100,000   acres   of  coal  lands,   known  as 

the  " Field, ' '  paid  for  entirely  out  of  $5,000,000  capital  stock 

just  issued,  thus  creating  a  substantial  ailditional  equity  for  this  issue  of 
bonds. 

4.  Appraised  value  of  the  properties,   (including  cash,  bills 

receivable,  merchandise,  etc.) $55,004,045 

Total    bonded    debt    outstanding    in    the    hands    of    the 

Public     20,000,000 

Margin  beyond  bonded  debt  outstanding    $35,004,045 

This  valuation  is  equal  to  more  than  two  and  one-half  times  the  outstand- 
ing bonded  debt,  and  is  substantially  in  excess  of  the  entire  authorized 
bonded  debt. 

5.  Apart    from    the    coal    lands,    the    tangible   assets,    as    given    in    Mr. 

's  letter,   amount   to   $21,469,075,   including   cash,   bills 

receivable,  merchandise,  etc.,  already  taken  into  account  in  the  above  state- 
ment of  appraised  value. 

6.  Upon  an  estimated  annual  production  of  15,000,000  tons,  the  available 
supply  of  coal  is  sufTicient  to  last  one  hundred  years,  and  almost  two  hun- 
dred years  on  the  estimated  tonnage  available  and  prospective. 

7.  The  sinking  fund  will,  it  is  estimated,  have  retired  at  maturity  an 
amount  in  excess  of  the  $20,000,000  bonds  now  outstanding,  and  as  a  result 
of  which  oidy  35%  of  the  total  available  and  assured  coal  tonnage  will  have 
been  exhausted.  In  addition,  the  liberal  charge  of  2V^  cents  per  ton  of 
coal  mined  is  made  direct  against  operation  for  depreciation. 

8.  Current  net  earnings  equal  to  more  than  twice  the  amount  of  fixed 
charges,  including  the  interest  on  the  present  issue  of  $9,000,000  bonds. 
For  the  seven  years  ended  December  31,  1909,  net  earnings  averaged  (less 
depreciation,  taxes,  insurance,  etc.)  approximately  three  times  the  annual 
bond  interest  and  sinking  fund. 

9.  With  the  opening  of  the Field,  the  earnings  should  be 

materially  increased  in  proportion  to  the  additional  tonnage.     The 

Railroad  is  now  constructing  a  railroad  extending  to  this  field,  and  a  con- 
nection with  the Railroad  has  been  arranged. 

10.  Modern  and  complete  arrangements  for  the  mining  of  the  coal;  wide 


1010    CORPORATION  FORMS  AND  PRECEDENTS. 

and  established  market  for  the  output;   conipreheiisivo  and  ollic-ieiit   selling 
organization;    adequate  transportation   facilities. 

The  books  and  accounts  of  the  Company  have  been  ar;!'tcd  by  Messrs. 
,    ,  whose  reports  are  on  file. 

The  mortgage  has  been  drawn,  and  the  legality  of  the  bonds  passed  upon, 

by  Messrs ,   & ,  and  Messrs. 

,  of   

Application  will  be  made,  in  due  course,  for  the  listing  of  these  bonds  upon 
the  New  York  Stock  Exchange. 

Temporary   receipts   now  ready   for   delivery,   pending   the   engraving   of 
the  definitive  bonds. 

Price,  subject  to  sale,  97  and  interest. 

We  recommend  these  bonds  as  a  thoroughly  sound  investment. 

&  Co., 

: Street,  New  York. 

LETTER  OF  PRESIDENT  REFERRED  TO  ABOVE. 

The Coal  Company 

(Incorporated.) 


President. 

, ,  January  17th,  1911. 

Messrs &  Co."! 

&  Co.  I    New  York  City. 

&  Co.J 

Gentlemen: 

Referring  to  the  sale  of  $9,000,000  First  and  Refunding  Mortgage  5% 

Gold  Bonds  of  The  Coal  Co. : 

I  beg  to  advise  you  that  these  bonds  are  part  of  an  authorized  issue  of 
$40,000,000.  The  bonds  will  be  dated  December  1st,  1910,  and  payable 
December  1st,  1950.  They  will  be  issued  in  coupon  form,  $1,000  each,  and 
in  registered  form  of  $1,000,  $5,000  or  multiples  thereof.  Registered  bonds 
may  be  exchanged  for  $1,000  coupon  bonds,  and  are  interconvertible.  The 
interest  is  to  be  payable  semi-annually  June  1st  and  December  1st,  at  the 
office  of  the Trust  Company  of  New  York,  Trustee.  Appli- 
cation will  be  made,  in  due  course,  to  list  these  bonds  on  the  New  York 
Stock  Exchange. 

INCORPORATION. 

The Coal  Company  was  incorporated  March  9th,  1860, 

under  the  laws  of   ,  and  owns  the  entire  capital  stock  of  the 

Railroad,  and  a  majority  of  the  capital  stock  of 

the  Coal  Company  of  ,  The  Com- 
pany also  owns  the  entire  capital  stocks  of  the  Coal  Com- 
pany and  the   Coal  Company,  and  through  the  latter  owns 

the Fuel  Company,  The Coal  &  Trans- 
portation Compah}',  the   &   Fuel  Company,  and 

a  majority  of  the  capital  stock  of  the   Fuel  Company  of 

The  above  holdings  aggregate  $24,871,100  par  value. 

The   Coal  Company  is  one  of  the  largest  and  most 

important  producers  of  bituminous  coal  in  the  United  States. 


FLOTATION  OF  CORPORATE  SECURITIES.     1011 

CAPITALIZATION. 

The  capitalization  of  Tho Coal  Company  after  the  issue 

of  the  aliovo  bonds  will  be  as  follows: 

Present  issue  of  First  and  Kefundiug  xMort^'age  5%  Bonds $  0,000,000 

Keserved  to  retire  the  following  prior  lien  bonds: 

The Coal  Co.  I-'irst  Mortgage  4V^%  Bonds  and 

Refunding  Mortgage  4^^%   Bonds,    Coal   Co.   First 

Mortgage   5%   Bonds,    Coal   &   Coke   Co.    First 

Mortgage  5%  Bonds,  approximately  11,000,000 

Total  Bonded  Debt  Outstanding  in  the  Hands  of  the  Public  .$1'0,000,000 
Balance  of  First  and  Refunding  Mortgage  5%   Bonds  to  be 

issued  for  the  following  purposes: 

Reserved  in  Treasury  in  exchange  for  other  bonds 

formerly  held  by  the  Company $  4,000,000 

For  further  development  of  the Field  of 

100,000  acres  in ,  to  be  issued  at 

par,  not  exceeding  the  actual  cost  of  improve- 
ments, etc 6,000,000 

In  escrow,  to  be  issued  only  at  the  rate  of  7o%  of 
cost   of   improvements   or   additional   coal   lands, 

approximately     10,000,000 

20,000,000 


• 


Total  authorized   issue  of  First  and  Refunding   Mortgage 

5%    Bonds    $40,000,000 

Capital  Stock   *2.5,000,000 

The  Company  has  paid  dividends  without  interruption  on  its  capital  stock 
for  twenty-six  years  past,  6%  having  been  paid  since  1905. 

SECURITY. 

The  First  and  Refunding  Mortgage  5%  Bonds  now  issued  will  be  a  first 
lien  upon  about  185,350  acres  of  coal  lands  or  coal  rights  and  surface  lands 
(of  which  100,000  acres  have  been  recently  acquired  and  will  be  jiaid  for 
out  of  the  atjditional  $5,000,000  stock  just  issued),  and  a  general  lien,  sub- 
ject only  to  $11,000,000  prior  bonds,  upon  the  balance  of  the  property,  about 
111,404  acres  additional;  a  total  of  about  296,754  acres.  About  268,536 
acres  are  directly  owned,  and  28,218  acres  leased.  Of  the  185,350  acres, 
upon  which  this  mortgage  is  a  first  lieu,  32,428  acres,  constituting  the  hold- 
ings of  the Coal  Company,  will  be  represented  by  deposit 

with  the  Trustee  of  the  entire  issue  of  the Coal  Company's' 

First  Mortgage  bonds.  ' 

In  addition,  the  Company  has  approximately  $21.0(10,0(10  of  taiiLriblc 
assets,  as  follows: 

*  This  amount  includes  $5,000,000  additional  stock  just  issued,  a  part 
of  the  proceeds  having  been  used  to  provide  payment  for  the  100.000  acres 

of  coal  lands  recently  acquireil   in    the  balance  together  with 

$974,000  stock  hoM  in  the  Treasury  having  been  ?old  for  cash  at  par. 


1012    CORPORATION  FORMS  AND  PRECEDENTS. 

Mining  Plant  and  Equipment,  Tugs,  Barges  and  other  floating  \ 
equipment;  Employees'  Houses,  Mine  Cars,  etc.,  (Less  Depre- 
ciation of  $2,463,0.34) $  9,144,008 

Advance  Payments  on  Coal  Land  Purchases 886,371 

Net  Quick  Assets   (including  Cash,  Bills  and  Accounts  Receiv- 
able, Merchandise  on  Hand,  etc.) 3,649,149 

Proceeds  from  Sale  of  Additional  Capital  8tock  sold  at  Par.  .  .  .        1,;j74,000 
Securities  of  other  Companies   (representing  entire  or  majority 

interest)   3,201,815 

Net   Cash   Value   of    Railroad   Co.    (less   First 

Mortgage  Bonds  and  Car  Trust  Issues  outstanding) 3,013,732 


Total  Tangible  Assets   $21,469,075 

SINKING  FUND. 

The  indenture  securing  the  First  and  Refunding  Mortgage  5%  Bonds 
provides  for  a  graduated  sinking  fund  of  from  tvro  to  five  cents  per  ton 
on  all  coal  mined  from  the  property.  Sinking  fund  payments  are  to  be 
made  at  the  rate  of 

Two  cents  per  ton  for  the  first  five  years. 

Three  cents  per  ton  for  the  ensuing  fifteen  years. 

Four  cents  per  ton  for  the  ensuing  ten  years,  and 

Five  cents  per  ton  for  the  remaining  ten  years  to  the  maturity  of  the 
mortgage. 

Allowance  is  to  be  made  from  these  amounts  for  the  respective  sinking 
funds  upon  the  underlying  bonds.  The  balance  is  to  be  used  in  the  pur- 
chase of  bonds  of  this  issue,  at  a  price  not  exceeding  107 1^  and  interest,  at 
which  figure  the  bonds  may  be  drawn  by  lot. 

PURPOSE   OF   PRESENT   BOND   ISSUE. 

The  proceeds  from  the  sale  of  the  present  issue  of  $9,000,000  First  and 

Refunding  Mortgage  5%  Bonds  will  be  used  to  retire  the   

Coal  Company  First  Mortgage  5%  Bonds,  at  110  and  interest.  The 

Coal  Company    ( Division)    First   Mortgage   5%   Bonds,   at   105 

and  interest,  and  other  issues  of  which  small  amounts  are  outstanding  in 
hands  of  the  public,— in  all  about  $6,500,000  Bonds.  The  balance  of  the 
proceeds  will  be  used  for  primary  development  work  on  the  new  tract  of 
100,000  acres  of  coking  coal  lands  in  

DESCRIPTION  OF  PROPERTIES. 

The  Coal  Company  operates  70  bituminous,  coal  mines, 

situated  in  the  states  of , , ^^^  • 

The  properties  have  been  carefully  selected  as  the  best  fields  for  supplying 

the  wide  demand  for  the  different  varieties  of  coal.     The mines 

'  produce  the coal,  with  world-wide  reputation  as  a  smithing 

coal,  and  also  used  extensively  by  the  U.  S.  Navy  on  their  battleships.    The 

mines  produce  a  smokeless  steam  coal  of  extended  markets 

in  the  Eastern  states.    The mines  produce  a  gas  and  coking 

coal  in  much  demand  as  a  metallurgical  fuel.     The mines,  now 

operating,  produce  an  excellent  quality  of  block  coal,  particularly  applicable 
to  the  demands  for  domestic  coal  in  the  Middle  West  and  Northwest.  The 
proposed  developments  in  the  new  Field  of  «•   wiU 


FLOTATION  OP  CORPORATE  SECURITIES.     I0l3 

produce  gas  and  coking  coal  of  particular  excellence  of  quality.  The  facili- 
ties for  mining  the  coal  from  the  various  regions  are  complete  and  modern 
iij  every  respect,  and  the  output  is  distributed  through  a  comprehensive 
selling  organization. 

FIELD. 

The    Coal   Company    recently   acquired   ?n   exceedingly 

valuable  tract  of  100,000  acres  of  coking  coal  land  in  southeastern , 

known  as  the  " Field, ' '  payment  therefor  having  been  made 

by  a  part  of  the  additional  $5,000,000  capital  stock  which  the  Company 
has  just  issued.  This  field  has  long  been  known  to  contain  coal  of  excep- 
tional (inality  but  has  been  unavailable  to  markets  through  lack  of  railroad 
facilities.  Construction  work,  however,  is  now  under  way  by  which  the 
Railroad  will  be  extended  into  this  field  and  a  con- 
nection with  the   Railroad  has  been  arranged  which  will 

furnish  adequate  transportation  facilities.  The  coal  contained  in  this  tract 
is  exceptionally  well  adapted  for  making  gas  in  by-product  ovens,  both  gas 
and  coke  in  by-product  plants  in  the  iron  and  steel  industry,  illuminating 
gas  for  cities  and  towns,  producer  gas  for  various  and  industrial  purposes, 
and  locomotive  fuel. 

There  is  a  wide  and  steadily  increasing  demand  for  a  coal  of  this  char- 
acter in  the  industrial  field,  especially  throughout  the  Central  Western  states. 

It  lias  been  estimated  the   Field  contains  in  excess  of  800, 

000,000  gross  tons  of  minable  coal,  which,  with  the  previous  holdings  of 

The    Coal  Company,   estimated   at   1,3.50,000,000   gross 

tons,  will  give  this  Company  a  total  estimated  tonnage  of  2,150,000,000  gross 
tons,  or  a  reserve  of  coal  suflicient  to  last  more  than  200  years. 

MARKET    FOR    OUTPUT. 

The  market  for  the  output  extends  from  the  head  of  the  Great  Lakes  to 
the  northeast  Atlantic  seaboard,  south  as  far  as  the  Gulf  of  Mexico,  and 
west  to  St.  Louis,  and  by  water  transportation  to  various  points  on  the 
Pacific  Coast.  Coal  is  exported  to  Canada,  Mexico,  and  the  Central 
American  countries.  Storage  plants  are  located  at  the  head  of  the  Great 
Lakes  and  the  New  England  seaports,  thus  insuring  an  ample  supply  of 
coal  during  the  winter  months  when  transportation  might  be  affected  by 
adverse  weather  conditions. 

Domestic  yards  are  maintained  in  six  different  cities — ,  N. 

H.,   ,  D.  C,   ,  Maryland,   ,  Ohio. 

and   Kentucky,  in  addition  to  the  yards  of 

the    Coal   Company  at  Boston  and  vicinity  and  yards 

of  the Fuel  Company  at  Superior,  Wis.,  Duluth,  Minneapolis 

and  Saint  Paul,  Minnesota.  A  fleet  of  four  sea-going  tugs,  one  steamer 
and  eighteen  barges,  owned  and  operated  by  the  Company,  facilitate 
prompt  and  independent  transportation  facilities  for  fuel  supplies  to  the 
manufacturing  cities  of  the  Atlantic   Coast. 

DEPRECI.\TION'. 

A  depreciation  charge  of  two  and  one-half  (2i^)  cents  per  ton  on  all 
coal  mined  is  retained  and  is  charged  direct  against  operation,  which  is  in 
addition  to  Sinking  Funds.  In  addition,  a  depreciation  is  retained  upon 
Employees'  Houses,  Store  Buildings,  etc.,  Cokiag  Plants  and  Miscel- 
laneous Equipment,  and  chargcl  direct  against  their  operations. 


1014    CORPORATION  FORMS  AND  PRECEDENTS. 

EARNINGS, 

Following  is  a  statement  of  earnings  to  latest  date: 

Twelve  Months  Ended  December  31,  1910,  (December  esHnuited)  : 

Production,  gross  tons  $  9,370,848 

Net  Earnings,  less  Depreciation,  Insurance,  Taxes,  etc 2,929,860 

Bond  Interest    $914,526 

Sinking  Fund    306,705  1,221,231 


Net  Income  beyond   Charges $1,708,629 

I  give  below  a  statement  of  the  average  annual  earnings  for  the  seven 
years  ended  December  31,  1909: 

Net  Earnings,  Less  Depreciation,  Taxes,  Insurance,  etc $3,013,255 

Interest  on  bonds   $787,572 

Sinking  Fund   226,701  1,014,273 


Average   Annual   Net   Income  Beyond   Charges   Seven   Years 
Ended  December  31,  1909 $1,998,982 

For  the  same  period,  (seven  years  ended  December  31,  1909)  the  annual 
production  of  coal  averaged  7,978,240  gross  tons,  the  output  now  being  at 
the  rate  of  about  9,400,000  gross  tons  per  annum. 

With  the  opening  of  the   Field  the  earnings  should  be 

materially  increased  in  proportion  to  the  additional  tonnage. 

MANAGEMENT. 

The Coal  Company  is  under  the  supervision  and  man- 
agement of  the  following  officials  and  directors: 

President,  

Vice-President,  


The  present  management  has  been  in  control  of  the  operations  of  the  Com- 
pany for  a  long  period  of  years. 

Very  truly  yours, 

(Signed)   

President. 

LETTER  OF  ENGINEER  REFERRED  TO  ABOVE. 


Geologist  and  Mining  Engineer. 

Street, , 

Messrs &  Co.  "j 

&  Co.  I   New  York  City. 

. : &  Co.  J 

January  3d,  1911. 
Gentlemen : 

At  your  request,  I  have  examined  the  properties  of  The Coal 

Company,  and  beg  to  outline  herein  a  brief  summary  of  my  General  Report 
dated  December  21st,  1910,  to  which  reference  should  be  made  for  details 
anA  factors  governing  conclusions,  as  follows: 

The  property  of  the  Company  consists  of  approximately  300,000  acres  (in- 


FLOTATION  OF  CORPORATE  SECURITIES.     1015 

eluding  the  recently  acquired  and  to  be  consolidated   tract  of 

100,000  acres)  and  some  eighty  mining  plants,  now  producing  at  the  rate 
of  9,500,000  tons  of  coal  and  175,000  tons  of  coke  per  annum.  The  coals 
are  standard  fuels,  with  well  established  reputation  and  markets,  consist- 
ing of    smokeless  steam   coal ;    gas, 

coking  and  fuel  coal;    block  and  splint,  gas  and  domestic 

coal.  The  gas,  steam  and  coking  coal  is  not  yet  commer- 
cially developed,  but  is  to  be  immediately  placed  on  the  market  througJi 
use  of  the  proceeds  of  the  sale  of  present  issue  of  bonds. 

The  new  purchase,  known  as  the  " Tract,"  will  have  the 

advantage  of  superior  railroad  facilities  through  arranged  for  extensions 

of  both  the and systems,  and  possesses  the 

best  coal  and  fuel  of  the  highest  quality  in  the   Field,— a 

coal  not  only  inherently  pure  but  adapted  to  a  variety  of  uses.  This  coal 
may  bo  confidently  expected  to  play  an  iiiipf)rtant  part  in  the  future  of  the 

coke  industry  of  the  United  States.     The  general  run  of  coal  in  the 

district,   ,  and  in  the  great   district  of 

Pennsylvania,  cannot  compare  in  chemical  quality  with  the  type  of  coal  dis- 
tributed over  the  special  100,000  acres  reviewed. 

The  to'tal  value,  as  appraised  by  me,  of  all  the  properties,  plants  and  sub- 
sidiaries of  the  Company,  without  including  current  assets,  is  $49,780,  896.42, 
equivalent  to  nearly  two  and  one-half  times  the  outstanding  bonded  debt 
including  the  $9,000,000  bonds  now  lieing  issued.  This  valuation  should 
increase  in  ratio  to  future  issues  of  first  and  refunding  mortgage  5%  bonds 

reserved  for  further  development  of  the Field,  as  well  as  future 

issue  of  the  bonds  in  escrow,  to  be  issued  only  at  the  rate  of  75%  of  cost 
of  improvements  or  additional  coal  lands. 

Based  upon  the  present  output  of  9,500,000  tons,  increased  by  1,000,000 
tons  annually  until  1916,  and  at  the  rate  of  15,000,000  tons  a  year  there- 
after, the  sinking  fund  will  aggregate  $21,450,000  at  the  maturity  of  the 
first  and  refunding  mortgage,  which  is  in  excess  of  the  total  bonded  debt 
now  outstanding  in  the  hands  of  the  public.  It  is  estimated  that  such  pro- 
duction of  coal  up  to  the  maturity  of  the  first  and  refunding  mortgage  5% 
bonds  will  exhaust  only  about  35%  of  the  total  available  and  assured  ton- 
nage. 

The  estimated  reserve  tonnage  of  available  coal,  excluding  possible  coal 
from  seams  other  than  those  now  operated,  or  known  to  have  commercial 
value,  is  1,506,921,870  gross  tons.  Moreover,  there  is  a  prospective  tonnage 
from  coal  seams  not  now  developed,  but  tributary  to  existing  fields,  of  ap- 
proximately 1,250,000,000  tons  additional,  or  a  combined  available  and 
prospective  supply  of  approximately  2,750,000,000  gross  tons.  Upon  the 
estimated  maximum  annual  production  of  15,000,000  tons,  the  available 
supply  of  coal  is  sufficient  to  last  100  years,  and  almost  200  years  on  the 
combined  supply,  available  and  prospective. 

There  was  evidence  everywhere  of  first-class  management.  The  Company 
maintains  offices  and  sales  agencies,  other  than  its  central  office,  at , 

anil   ,  and  various  branches  thereof. 

At  all  of  the  agencies  visited  ample  facilities  were  found  for  the  conduct 
of  the  business,  both  wholesale  and  retail,  and  the  various  yards  an-I  docks 
and  their  equipment  were  found  to  be  up-to-date  and  efficient.    The  mining 


1016  CORPORATION  FORMS  AND  PRECEDENTS 

plants  are  almost  without  exception  commendable  and  well  designed,  many 
of  thcni  are  exemplary  in  equipment  in  all  that  jiertains  to  safe  and  eco- 
nomical mining  methods,  and  all  are  being  uniformly  depreciated  by  2V2 
cents  per  ton  of  coal  mined,  which  is  in  addition  to  the  Sinking  fund. 

The  average  current  net  earnings  of  the  Company  are  equal  to  more  than 
twice  the  total  amount  of  fixed  charges,  including  those  resulting  from  all 
of  the  $9,000,000  bonds  now  being  issued.  The  appraisal  of  all  properties, 
plants  and  subsidiaries  is  far  in  excess  of  the  outstanding  bonded  debt, 
and  substantially  in  excess  of  the  total  authorized  bonded  debt,  without  tak- 
ing into  account  the  benefits  from  the  proceeds  of  the  bonds  still  unissued, 
(which  will  assuredly  result  in  the  fuller  development  and  increasing  value 
of  the  lands  during  the  life  of  the  mortgage)  or  the  general  demand  for 
high-grade  coals  through  increment  of  population  and  consumption. 

For  these  reasons  the  security  for  the  first  and  refunding  mortgage  5% 
bonds  would  appear  ample  and  has  my  approval. 

Yours  very  truly, 
(Signed)   

The  statements  made  in  this  circular  are  from  official  sources,  or  from 
those  which  we  regard  as  reliable  or  are  the  expression  of  our  belief. 

&  Co., 

Street,  New  York. 

Form  1400. 
BROKER'S  PROSPECTUS  FOR  BONDS  AND  STOCK. 

Light  &  Power  Company. 

First  Mortgage  Sinking  Fund  6  Per  Cent  Bonds. 
Interest   payable  January   1st   and   July   1st.     Denomination:      $1,000. 
Form:   Coupon — Principal  may  be  registered  redeemable  at  any  interest 
date  at  par  and  interest. 

Dated  April  1,  1911.  Due  April  1,  1931.  Authorized:  $15,000,000.  Out- 
standing: $2,570,000.     Trustees:     Trust Corporation, 


Application  will  be  made  for  the  listing  of  the  bonds  and  stocks  of  this 
company  on  the  Stock  Exchanges  of  London,  New  York,  Montreal  and 
Toronto. 

Provision  is  made  for  a  Sinking  Fund  of  2^/^%  per  annum,  operative 
from  January  1st,  1912.  The  bonds  are  followed  by  an  authorized  issue 
of  $2,500,000  Preferred  Stock,  carrying  dividends  at  the  rate  of  6%, 
cumulative  from  January  1,  1912,  exchangeable  at  option  of  holder  for 
Common  Stock,  share  for  share.  Common  Stock,  authorized  issue, 
$5,000,000. 

Location — The Light    &    Power    Company 

operates  in  the  Province  of  Ontario,  in  a  territory  due  north  from  Toronto, 
including  the  great  silver  district  of  Cobalt,  the  gold  country  of  which 
Porcupine  is  the  centre,  and  the  A-ast  agricultural  area  of  which  New 
Liskeard  and  Cochrane  are  the  principal  towns.  This  district  is  reached 
from  Toronto  by  the  Temiskaming  &  Northern  Ontario  Eailway,  built 
and  operated  by  the  Canadian  Government,  which  gives  excellent  through 
sleeping-car  service  to  Cochrane,  the  junction  with  the  Grand  Trunk 
Pacific  Railroad.     This  country  is  to-day  probably  growing  more  rapidly 


FLOTATION  OF  CORPORATE  SECURITIES.     1017 

in  population  and  wealth  than  any  section  in  the  worhl.  It  is  rich  in 
gold,  silver,  extremely  fertile  soil  and  forests  of  lumber.  The  cities, 
Cobalt,  Ilaileybury,  Porcupine,  South  Porcupine,  New  Liskeard,  Cochrane, 
and  others,  have  grown  quickly  from  mining  camps  or  farmers'  villages  to 
municipalities,  possessing  all  the  attributes  of  a  city,  from  branches  of  the 
biggest  Canadian  banks  down  to  the  theatre  and  kinetograph. 

All  these  communities  are  entirely  dependent  on  this  Company  for 
their  supply  of  light  and  power,  and  the  Company  holds  franchises  in  all 
of  them.  The  use  of  electric  light  is  universal;  the  compressed-air  power 
is  indispensable  to  the  silver  mines  for  the  operation  of  their  drills, 
hammers  and  hydraulic  work.  Electric  power  runs  the  machinery  of  the 
gold  mines,  and  electricity  is  largely  used  for  heating  purposes  in  the 
towns. 

I'hysical  Proj)erty — The  company  has  hydro-electric  and  air-compressor 
plants  on  the  Montreal  Ri\er,  producing  10,000  horsepower;  smaller 
hydro-electric  plants  at  High  Falls  and  New  Liskeard,  and  rights  to  var- 
ious other  waterpowers,  including  one  on  the  Iroquois  River  capable  of 
developing  36,000  horse-power.  The  utilization  of  the  last-named  rights 
simply  awaits  the  development  of  the  necessity  for  them,  which  must 
inevitably  come  as  a  logical  result  of  the  marvelously  rapid  growth  of 
the  country. 

Lien — These  bonds  are  an  absolute  first  mortgage  on  the  property  of 
the  Company,  consisting  of  hydro-electric  plants,  air-compressor  plants, 
transmission  lines,  pipe-lines,  sub-stations,  etc.  All  the  property  is  of 
the  newest,  very  best  type  of  construction,  in  perfect  physical  condition 
and  is  being  steadily  developed  to  take  care  of  the  growth  of  the  business 
in  its  territory. 

Franchises — The  franchise  situation  is  peculiarly  strong,  inasmuch  as 
the  Company  operates  under  franchises  granted  by  the  Province  of 
Ontario,  which  are  exclusive,  even  to  the  point  of  prohibiting  a  Munici- 
pality from  operating  a  competing  plant.  This  situation  is  much  stronger 
than  is  possible  with  a  similar  Company  in  the  United  States,  as  it  ef- 
fectually eliminates  the  question  of  competition. 

Earnings — The  Company  is  to-day  earning  net  more  than  one  and  one- 
half  times  interest  charges,  with  additional  power  sold  but  not  yet 
delivered  which  will  increase  this  to  double  interest  charges  by  June  1st, 
1912.  This  last-named  power  has  been  contracted  for  and  its  delivery 
simply  awaits  the  installation  of  the  purchasers'  machinery  for  its 
utilization.  This  makes  certain  the  payment  of  the  6%  dividend  on  the 
Preferred  Stock  right  from  the  start  of  its  cumulative  period,  January, 
1912.  It  is  worth  while  to  note  that  earnings  are  at  present  substantially 
exceeding  the  Management's  estimates  made  some  months  ago. 

Management — The  property  was  constructed  by  and  is  under  the  man- 
agement  of of    New  York,   engineers    with    a 

consistently  successful  record  in  such  work.  All  the  officers  of  the  Com- 
pany have  their  own  money  in  it,  and  are  large  holders  of  its  securities, 
which  is  the  best  possible  guarantee  of  efficiency  and  zeal  in  the  conduct 
of  its  affairs.  A  business  of  this  character  possesses  peculiar  advantages 
over  any  other  kind.  In  addition  to  the  absence  of  competition  in  this 
peculiar  case,  as  noted  above,  a  company  such  as  this  one  is  free  from 
labor  troubles,  as  the  number  of  men  employed  is  very  small,  and  these 


1018    CORPORATION  FORMS  AND  PRECEDENTS. 

are  of  an  exceptionally  high  class,  being  either  engineers  or  the  hi^^hest 
grade  of  experts  in  their  branch  of  industry.  This  fact  renders  tho 
question  of  strikes  and  similar  disturbances  practically  negligible. 

In  addition,  after  the  expenses  of  construction  have  been  met,  the  cost 
of  operation  and  upkeep  of  a  hydro-electric  or  compressed-air  plant  is 
remarkably  low  compared  to  the  income  it  produces.  This  is  the  case 
to  an  extent  true  perhaps  in  no  other  business.  An  example  of  this 
feature  is  the  case  of  one  set  of  equipment  which  brings  an  income  of 
about  $12,000  a  month,  with  a  salary  expense  of  $250. 

Price — The  great  bulk  of  this  issue  has  been  placed  with  banks,  bank 
oflBcials  who  have  bought  for  their  own  investment,  and  private  invest- 
ors, almost  $1,000,000  having  been  placed  in  London  with  English  invest- 
ors, who  as  a  class,  are  exceedingly  conservative.  We  oflfer  the  unsold 
balance  as  follows: 

$1000   6%   Bond  ] 

$250  6%  Cumulative  Preferred  Stock  J.  $1100  and  accrued  interest  on  bond 

$250  Common  Stock  I 

JS'ot  allowing  for  a  dividend  on  the  Common  Stock,  the  yield  on  the 
investment  is  approximately  7%.  The  management  has  expressed  it  as 
their  opinion  that  a  dividend  of  4%  on  the  Common  Stock  should  be  a 
matter  of  not  over  three  years. 

More  detailed  information,  including  maps,  manager's  report,  estimates 
of  earnings,  letter  from  engineers,  etc.,  furnished  on  request. 

&  Co. 

Bankers. 

Street.  ,  Pa. 

Members    of    and Stock    Exchanges. 

The  statements  in  this  circular  are  obtained  from  reliable  sources,  and 
while  our  firm  does  not  guarantee  them,  we  believe  them  to  be  correct. 

See  for  other  forms  of  offer  of  stock  for  public  subscription,  Forms  1381- 
1392,  supra. 

Form  1401. 

APPLICATION  FOR  SECURITIES  OFFERED  IN  PRECED- 
ING  INSTRUMENT. 

&  Co., 


Street, 

J    

,    1912. 

Gentlemen:    I    hereby   subscribe   for    blocks    

Light  &  Power  Company,  first  6%  bonds  at  $1,100,  the  block,  each  block 
consisting  of  $1,000  Bond,  $250  6%  Cumulative  Preferred  Stock  and 
$250    Common  Stock. 


FLOTATION  OP  CORPORATE  SECURITIES.     1019 

Form  1402. 
ADVERTISEMENT  OF  BONDS— (ANOTHER  FORM). 

.$25,000,000    or   £;'5,000,000. 

Oregon-Washington  Railroad  &  Navigation  Conijtany. 

First  and  liofunding  Mortgage  Four  Per  Cent  Bonds. 

Due  January  1,  1961. 

Interest   Payable   January   1   and   July    1. 

Principal  and  interest  unconditionally  guaranteeil  by  endorsement  by 
the  Union  Pacific  Railroad  Company. 

Bonds  in  denomination  of  $1,000  and  $500  United  States  Gold  (Series 
A)  or  of  £200  and  £100  Sterling  (Series  B).  Coupon  Bonds  with  priv- 
ilege of  registration  as  to  principal  and  in  the  case  of  Dollar  Bonds  as 
to  both  principal  and  interest. 

Sterling  Bonds  exchangeable  for  Dollar  Bonds  on  and  after  January  1, 
191.3,  at  a  fixed  exchange  of  $4.85,  i.  e.,  upon  payment  to  the  Company 
of  $.30  per  £200  Bond  or  $15  per  £100  Bond,  with  adjustment  of  interest. 

Principal  and  interest  of  Dollar  Bonds  payable  in  New  York  and  of 
Sterling  Bonds  in  London,  England.  Interest  on  Sterling  Bonds  also 
payable  in  New  York  at  $4.85  per  Pound  Sterling. 

Each  series  (but  not  part  of  a  series)  redeemable  at  the  option  of  the 
Company,  at  105  per  cent,  and  accrued  interest  upon  any  semi-annual 
interest  date,  upon  not  less  than  ninety  days'  previous  notice. 

Both  principal  and  interest  payable  without  deduction  for  any  tax  or 
taxes  which  the  Railroad  Company  may  be  required  to  pay  thereon,  or 
to  retain  therefrom,  under  any  present  or  future  law  of  the  United  States 
or  of  any  State,  Territory,  County  or  Municipality  therein. 

The  undersigned  will  receive  subscriptions  for  the  above  bonds  at  93 
per  cent,  and  accrued  interest  to  delivery. 

The  subscription  will  be  closed  at  three  o'clock  P.  'SI.  on  Thursday, 
June  1,  1911,  or  earlier,  the  right  being  reserved  to  reject  any  applica- 
tion and  to  award  a  smaller  amount  than  applied  for.  The  undersigned 
reserve  the  right  to  close  the  subscription  at  any  time  without  notice. 

Subscriptions  in  New  York  must  be  for  Dollar  Bonds. 

A  first  payment  of  $50  in  New  York  fun<ls  per  $1,000  Bond  subscribeil 
for  must  accompany  all  subscriptions.  The  balam-e  of  the  amount  due 
on  bonds  allotted  upon  subscriptions  will  be  payable  on  June  22,  1911, 
at  the  office  of  the  undersigned,  when  temporary  bond  certificates  or 
receipts  will  be  delivorcd,  exchangeable  for  engraved  bonds  as  soon  as 
ready. 

If  no  allotment  be  made,  the  first  payment  will  be  repaid  in  full,  and 
if  only  a  portion  of  the  amount  api)lied  for  be  allotted,  the  balance  of 
the  first  payment  will  be  applied  towards  the  amount  due  on  June  22, 
1911.  No  interest  will  be  allowed  on  such  first  payment.  If  any  further 
balance  remains,  such  balance  will  be  repaid.  Failure  to  pay  the  second 
instalment  when  due,  will  reiuler  the  previous  payment  liable  to  for- 
feiture. 

R.  S.  Lovett,  Esq.,  President  of  the  Union  Pacific  Railroad  (^mpany, 
under  <late  of  May  25,  1911,  writes  in  part  as  follows: 

"The  Oregon- Washington  Railroad  &  Navigation  Com[)any  has  ac- 
quired the  lines  of  railroad  heretofore  owned  by  The  Oregon  Railroad 


1020    CORPORATION  FORMS  AND  PRECEDENTS. 

and  iSiavigation  Company,  aggregating  about  1,133  miles,  and  also  lines 
of  other  railroad  companies  aggregating  about  567  miles  of  owned  rail- 
roads, 67  miles  of  railroads  jointly  owned,  and  139  miles  of  trackage,  the 
entire  system  comprising  a  mileage  of  about  1,906  miles  of  first  track 
in  the  States  of  Oregon,  Washington,  and  Idaho.  These  lines  are  a  part 
of  the  Union  Pacific  Railroad  Company's  system  and  embrace  its  lines 
to  Portland,  Tacoma,  Seattle  and  Spokane. 

"The  mortgage  securing  these  Bonds  is  to  be  a  first  lien  on  about 
567  miles  of  railroad  owned,  on  undivided  interests  in  about  67  miles  of 
railroad  jointly  owned,  and  on  trackage  rights  on  about  139  miles,  while 
on  about  1,133  miles  of  railroad  owned  it  will  be  subject  only  to  the 
$23,380,000  Oregon  Railroad  and  Navigation  Company  4  Per  Cent.  Con- 
solidated Mortgage  Gold  Bonds,  which  are  not  to  be  extended,  and  for 
the  refunding  of  which  an  equal  amount  of  the  new  bonds  is  to  be  reserved. 
"The  total  authorized  amount  of  the  First  and  Refunding  Mortgage 
Bonds  will  be  $175,000,000. 

"No  statement  of  earnings  for  a  full  year  is  available  for  the  prop- 
erties as  now  consolidated  and  owned  by  the  Oregon-Washington  Rail- 
road &  Navigation  Company,  but  for  the  nine  months  ended  March  31, 
1911,  the  revenue  over  operating  expenses  and  taxes  of  these  properties 

amounted    to    $3,893,989 

while  the  interest  for  a  like  period  on  the  $23,380,000  Oregon 
Railroad  and  Navigation  Company  Four  Per  Cent.  Con- 
solidated Mortgage  Gold  Bonds,  and  $40,000,000  Oregon- 
Washington  Railroad  &  Navigation  Company  First  and  Re- 
funding Mortgage  Four  Per  Cent.  Bonds  amounts  to  only.  . . .  1,901,400 
"The  Income  of  the  Union  Pacific  Railroad  Company  and  auxiliary 
companies,  for  the  fiscal  year  ended  June  30,  1910,  was  as  follows: 

"Surplus  income  after  payment  of  fixed  charges  on  bonded  indebted- 
ness and  all  other  charges: 

"From    transportation    operations    $25,993,639 

"From   income,   other   than   transportation   operations    19,512,051 

"Total  net  surplus  over  and  above  all  charges   $45,505,690" 

For  further  information  as  to  this  issue  of  bonds,  reference  is  made  to 
the  above-mentioned  letter  from  R.  S.  Lovett,  Esq.,  President  of  the 
Union  Pacific  Railroad  Company,  copies  of  which  can  be  obtained  from 
the  undersigned. 

Application  will  be  made  to  list  the  Bonds  on  the  New  York  and 
London  Stock  Exchanges. 

A  simultaneous  issue  for  Sterling  Bonds  will  be  made  in  London, 
England,  by  Messrs.  Baring  Brothers  &  Co.,  Limited. 

&  Co. 

New  York,  May  29,  1911. 

See  note  to  Form  1400,  supra. 


FLOTATION  OF  CORPORATE  SECURITIES.     1021 

Form  1403. 

ADVERTISEMENT  OF  FIRST  MORTGAGE  BONDS,   AND 

OFFER  TO  RECEIVE  OTHER  BONDS 

IN  EXCHANGE. 

Philailelphia,  Baltimore  &  Washington  R.  R.  Co. 
(I'ennsylvauia  Itailroail  .System.) 
First   Mortgage  4  Per   Cent.   Gold   Bonds. 
Interest  May  and  November  1st.  Due  November  Ist,  1943. 

Tax  Free  in  Pennsylvania. 
These  bonds  are  secured  by  a  First  and  only  mortgage  on  the  railroad, 
its    branches,   and   the   property   of   the   Company,   from    Philadelphia   to 
Baltimore. 

On  July  1st  next,  upon  the  retirement  of  the  Baltimore  &  Potomac  6'8 
due  that  date,  they  become  a  First  and  only  lien  on  the  entire  railroad, 
branches  and  property  of  the  Company,  between  Philadelphia  and  Wash- 
ington. 

The  Philadelphia,  Baltimore  &  Washington  Railroad  Company  gives 
the  Pennsylvania  Railroad  System  entrance  into  Baltimore  an<l  Wash- 
ington from  the  North,  P^ast  and  West,  and  represents  probably  the  most 
valuable  railroad  property  in  this  country. 

Bonds  of  this  issue  are  listed  upon  the  NevF  York  and  Philadelphia 
(Stock  Exchanges. 

Price  102  and  Interest. 
Special  Circular  on  Request. 

&   Company. 

Philadelphia. 

....    South    Broad    Street. 
To  the  Holders  of  Baltimore  &  Potomac  Tunnel  6's: 
We  are  prepared  to  receive  The  Baltimore  &  Potomac  Tunnel  6's,  due 
July  1,  at  par  and  accrued  interest  to  maturity,  less  a  discount  at  3% 
per  annum,  in  exchange  for  the  above  bonds  at  102  and  interest. 

&  Company. 

See  note  to  Form  1400,  supra. 

Form  1404. 
ADVERTISEMENT  OF  BONDS. 

$20,000,000. 
Great   Northern  Railway   Company 
First  an<l  Refunding  Mortgage  4i/4%  Gold  Bonds. 
Dated  May  1st,  1911.     Interest  payable  January  1st  and  July  1st.  Due 
July  1st,  1961. 

The  first  coupon,  payable  January  1st,  1912,  is  for  $28.3.".. 
Redeemable  at  105,  on  any  interest  date,  after  January  1st,  1941. 
Bankers  Trust  Company  of  Now  York,  Trustee. 

Coupon  bonds  in  denomination  of  $1,000  each,  with  privilege  of  regis- 
tration as  to  principal.  Coupon  bonds  may  be  exchanged  for  fully  reg- 
istered bonds,  without  coupons,  in  denominations  of  $1,000  or  such  mul-, 


1022    CORPORATION  FORMS  AND  PRECEDENTS. 

tiples   tiiereox    as    the    Kailway    Company    may    autlioiizc.      Coupou   aud 
registered  bonds  are  interchangeable. 

Present    Issue     $  20,000,000 

Held  in   Treasury   of   Company 25,000  000 

Eeserved  to  retire  existing  obligations ;?;{2,162  000 

Reserved  for  general  corporate  purposes,  acquisition  of 
new  lines,  etc.,  and  the  purchase  or  acquisition  of  stocks 

and  bonds  of   other   companies 122,838  000 

Reserved  for  the  acquisition  and  construction  of  new  Hues, 
terminals,  etc.,  at  not  exceeding  $3,000,000  in  any 
calendar    year     100,000,000 

Authorized    Issue     $600,000,000 

Bonds  are  secured  by  hist  lien  on  2,037.25  miles  of  road,  at  the  rate  of 

$17,070  per  mile,  and  by  a  g■en^ral  lieu   (subject  to  existing  liens  at  the 

rate   of   $22,822   per   mile)    on  4,791.42   miles,   making  the   total   mileage 

covered  7,428.67  miles. 

The    mortgage    covers    standard    equipment    costing    $59,073,180    upon 

$46,200,068   of    which    it   is   a   first   lien. 

For  more  detailed  information  attention   is  directed  to  the  following 

letter  from  Mr.  James  J.  Hill,  Chairman  of  the  Board  of  Directors. 

Great   Northern  Railway  Company. 

St.  Paul,  Minn.,  May  31st,  1911. 
First  National  Bank,  New  York. 

Dear  Sirs:  Referring  to  your  purchase  of  $20,000,000  of  this  Com- 
pany's First  and  Refunding  Mortgage  4^4%  gold  bonds,  due  July  1st, 
1961,  redeemable  at  105  after  July  1st,  1941,  I  beg  to  inform  you  they 
are  part  of  an  authorized  issue  of  $600,000,000,  secured  by  Deed  of 
Trust  to  Bankers  Trust  Company,  New  York,  Trustee,  under  the  terms 
of  which  they  are  a  lien  on  all  the  lines  of  railway  owned  by  this 
Company  in  fee.  • 

The  bonds  are  a  first  mortgage  on  2,070.46  miles,  and  a  first  lien 
directly  or  through  deposit  of  stock  on  566.77  miles,  and  upon  all  the 
Company's  extensive  terminals  on  the  Pacific  Coast  which  cannot  be 
encumbered  under  the  provisions  of  the  mortgage  except  by  way  of 
further  security. 

Subject  to  existing  mortgages  at  the  rate  of  $22,822  per  mile,  these 
bonds  are  a  general  lien  on  4,791.42  miles  additional. 

The  issue  is  further  secured  through  pledge  of  standard  equipment 
costing  $59,073,180,  upon  $46,200,068  of  which  it  is  a  first  lien.  The 
Company  has  set  aside  and  is  carrying  as  a  sinking  fund  on  its  books 
$19,090,418  to  cover  depreciation,  on  and  replacement  of  this  equipment. 
The  Railway  Company  has  covenanted  to  mark  distinctively  that  portion 
covered  by  first  lien  so' that  it  may  be  readily  distinguished  from  that 
upon  which  it  is  a  general  lien;  to  keep  in  repair  and  renew  the  same 
from  time  to  time,  so  that  the  equity  now  conveyed  shall  not  be  im- 
paired. 

The  Railway  Company  will  not  issue  any  additional  bonds  (not  pro- 
vided for  in  the  mortgage)  nor  extend  any  of  the  underlying  bonds 
which  are  now  a  lien  upon  the  mortgaged  premises  and  for  the  refund- 
ing of  which  provision  is  made  in  the  reservation  of  $332,162,000  First 


FLOTATION  OF  CORPORATE  SECURITIES.     1023 

and  Ki'luuding  Bonds.  The  Company  reserves  the  right  to  issue 
$7,17;i,0(iO  Northern  Pacific-Great  Northern  joint  48,  due  1921,  the 
balance  of  the  authorized  issue  of  $222,400,000.  It  will  be  noted  pro- 
vision is  made  for  refunding  this  entire  issue,  which  is  proper,  in  view 
of  the  obligation  being  joint  and  several.  Furthermore,  bonds  and 
shares  of  stock,  securing  in  whole-  or  in  part  obligations  refunded,  be- 
come subject  to  the  lien  of  this  mortgage  when  such  obligations  are 
cancelled  as  provided  in  the  mortgage. 

The  other  general  provision  of  the  mortgage  restricting  the  future 
Issuance  of  bonds  have  been  so  drafted  as  to  adequately  jtrovide  for  the 
Company's  requirements  for  years  to  come.  In  this  connection  I  beg  to 
state  no  more  bonds  will  be  offered  for  sale  to  the  public  during  the 
current  year. 

As  advised  by  counsel  the  mortgage  as  drafted  complies  with  the 
laws  of  the  State  of  New  York  governing  the  investments  of  Savings 
Banks  and  Trustees,  and  the  bonds  are  therefore  legal  investments  in 
these  particulars. 

The  net  earnings  last  year  were  four  and  one-half  times  the  amount 
necessary  to  pay  fixed  charges  and  for  the  last  five  years  have  averaged 
more  than  four  and  one-half  times  the  amount  necessary  to  pay  such 
charges.  This,  without  including  the  Northern  Pacific-Great  Northern 
joint  4s,  the  interest  charges  on  which  are  taken  care  of  by  the  ilividend 
from  the  Burlington  stock. 

Steps  will  be  taken  to  list  these  bonds  on  the  New  York  and  Loudon 
Stock  Exchanges.  Very  truly  yours, 

James  J.  Hill, 

Chairman. 

Legal    Investment    for   Trustees   and    Savings    Banks    in    the 
State  of  New  York. 

Copies  of  the  mortgage  may  be  seen  at  the  office  of  the  undersigned. 

Application  will  be  made  to  list  these  bonds  on  the  New  York  Stock 
Exchange. 

The  VDfiersigned  will  receive  subscriptions  for  the  above  bonds  at  102 
and  interest,  reserving  the  right  to  close  subscriptions  at  any  time,  to 
reject  any  application,  and  allot  a  smaller  amount  than  applied  for. 

At  the  above  price  the  bonds  yield  4.15%,  or  more  if  redeemed  prior 
to  1961. 

Delivery  will  be  made  within  a  few  days  after  allotment  by  temporary 
registered  bonds,  exchangeable  at  a  later   date   without  charge  for  the 
definite  bonds  in  either  coupon  or  registered  form. 
New  York,  .Tune  2,  1911. 
J.  P.  Morgan  &  Co.  National  City  Bank.  First  National  Bank. 

See  note  to  Form  1400,  supra. 


1024    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1405. 
ADVERTISEMENT  FOR  SALE  OF  SERIAL  GOLD  NOTES. 

$8,000,000 

The Corporation 

i'ive  Per  Oeut.  Serial  Gold  Notes. 
Dated  l^Iarch  1,  1912.    Average  Maturity  514  years.    Interest  March  1  and 

September  1. 
In  series  of  $400,000  each,  maturing  as  follows: 
$400^000  September  1,  1912.  $400,000  September  1,  1917. 

$400,000  March  1,  1913.  $400,000  March  1,  1918. 

$400,000  September  1,  1913.  $400,000  September  1,  1918. 

$400,000  March  1,  1914.  $400,000  March  1,  1919. 

$400,000  September  1,  1914.  $400,000  September  1,  1919. 

$400,000  March  1,  1915.  $400,000  March  1,  1920. 

$400,000  September  1,  1915.  $400,000  September  1,  1920. 

$400,000  March  1,  1916.  $400,000  March  1,  1921. 

$400,000  September  1,  1916.  $400,000  September  1,  1921. 

$400,000  March  1,  1917.  $400,000  March  1,  1922. 

Each  buyer  must  purchase  an  equal  amount  of  each  maturity. 
Coupon  form  in  $500  and  $1,000  denominations.     Eegisterable  as  to  Prin- 
cipal Only. 

Redeemable  as  a  whole,  but  not  in  part,  on  any  interest  date  on  30  days' 
notice,  at  101 1/{.  and  interest. 

Trust  Company,  New  York,  N.  Y.,  Trustee. 

The  following  is  a  copy  of  a  letter  received  by  the  undersigned,  from  Mr. 

,  Vice  President  of  the   Corporation, 

with  respect  to  this  issue  of  notes: 

, ,  March  16th,  1912. 

Gentlemen — Referring  to  the  issue  of  $8,000,000  Five  Per  Cent.   Serial 
Gold  Notes  of  The Corporation,  I  beg  to  state  the  following: 

(1)  The  earnings  of  the  Company  for  the  year  1911,  applicable  to  in- 
terest charges,  were  in  excess  of  $2,500,000.00. 

(2)  The  proceeds  of  these  notes  will  be  used  toward  liquidating  the 
floating  debt  of  the  Company. 

(3)  The   Note   Agreement   with   the    Trust    Company   as 

Trustee,  under  which  these  notes  are  issued,  provides  that  the  Company  shall 
at  all  times  maintain  its  cash  and  quick  assets  at  an  amount  at  least  equal 
to  175%  of  its  liabilities  and  indebtedness,  secured  and  unsecured,  includ- 
ing the  notes  of  this  issue  then  issued  and  outstanding,  and  that  the  Com- 
pany will  not  create  any  mortgage  upon  any  part  of  its  real  or  personal 
property  (except  purchase  money  mortgages  and  pledges  of  current  assets 
or  securities  in  the  usual  course  of  business)  unless  it  shall  make  provision 
in  such  mortgage  for  the  security  thereunder  and  ratably  with  any  and  all 
bonds,  notes,  or  obligations  of  the  Company  that  may,  at  any  time,  be 
issued  under,  or  secured  by,  any  such  mortgage,  of  all  the  notes  issued  here- 
under and  then  outstanding. 

(4)  The  Company  has  no  funded  debt  other  than  these  notes. 

(5)  The  business  of  the  Company  since  January  1,  1912,  is  greatly  in 


FLOTATION  OF  CORPORATE  SECURITIES.     1025 

excess  of  that  of  1911  and  actual  orders  iu  hand  for  the  product  of  the 
Company  for  the  current  year  point  to  materially  increased  profits. 

Yours  very  truly, 

[Signed]    , 

Vice  President. 
Having  sold  the  greater  portion  of  the  above  issue,  we  offer  the  unsold 
balance,  subject  to  prior  sale,  at   98   and   interest,  yielding  better   than 
5.40%. 

Delivery  will  be  made  at  the  New  York  oflice  of  Messrs 

&  Co.,  in  the  form  of  interim  receipts  of  the   Trust  Com- 
pany, exchangeable  for  the  permanent  notes  when  issued. 

The  legality  of  this  issue  has  been  aj)proved  by  our  attorneys,  Messrs. 


&  Co., 

Wall  Street,  New  York  City. 

Chicago.  Boston. 

Brothers, 

Street,   New  York  City. 

,  Sons  &  Co. 

London,  England. 

Applications  for  those  notes  will  be  also  received  by   

&  Co., Street,  Philadelphia. 

See  note  to  Form  1400,  supra. 

Form  1406. 
APPLICATION  FOR  SUBSCRIPTION  TO  BONDS. 

Company. 

First  Mortgage  4  Per  Cent.  Fifty- Year  Gold  Bonds,  Due  July  1,  19.53. 

March    ,   1911. 

Messrs &  Co., 

Street,  N.  Y. 

Dear  Sirs — Referring  to  your  circular  dated  March  7,  1911,  I   (or  we) 

subscribe  herewith  for  $ of  the  above  Bonds. 

In  accordance  with  the  terms  of  the  circular,  I  (or  we)  hand  you  here- 
with check  for  $ ,  being  the  amount  due  on  application,  and  will 

pay  the  balance  due  on  the  Bonds  allotted  to  me   (or  us)   on  demand. 
Yours   truly, 

Name     

Address 

(The  amount  due  on  application  is  .l!50  for  each  $1,000  Bond.) 
See   generally   as  to  the   issue   of  bonds,   Cook   on   Corporations,    §§762, 
766;  Clark  &  M..  Corp.,  §§  183,  217. 
See  Chapter  XXVII,  post. 


1026    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1407. 
OPINION  OF  COUNSEL  AS  TO  VALIDITY  OF  BONDS. 

:.,     19.... 

Mr 

President  of  The Company, 


Dear  Sir: 

Referring  to  the  issue   (here  describe  the  nature  of  the 

bonds)    mortgage   bonds   of   The    Company    (which   is 

a   corporation   organized   and   existing   under   the   laws   of   the   State   of 

),    dated    ,    19 ,    due. 

(state  particulars  in  reference  to  bonds  so  as 

to  thoroughly  identify  the  same),  and  to  the  Mortgage  or  Deed  of  Trust 

securing  the  payment  of  said  bonds,  dated    ,   19.  .  .  ., 

made   and   executed   by   said   The    Company, 

as  party  of  the  first  part  to  The Trust  Company,  of 

as  party  of  the  second  part,  which  said 

Mortgage  or  Deed  of  Trust  is  now  of  record  in  the  office  of  the  Recorder 

of  Deeds   (describe  officer)   of  the  County  of    ,  State  of 

J  in  Book of  Mortgages   (describe  book, 

if  this  is  not  appropriate),  at  pages  .  .  .* ,  thereof , 

a  copy  of  which  said  Mortgage  or  Deed  of  Trust  (which  contains  the 
form  of  said  bonds),  is  hereto  attached,  and  marked  Exhibit  "A,"  I 
hereby  certify  as  follows: 

I.  That  I  have  examined  the  original  executed  and  recorded  Charter 
(with    the   several   amendments   thereto)    and   Certificate   of   Incorporation 

of  said  The   Company  and   the   original  records   of  the 

proceedings  of  the  Stockholders  and  Board  of  Directors  in   the   matter 

of  the  organization  of  said  The Company,  and  the  several 

amendments  to  its  charter,  and  the  authorization  of  such  bond  issue, 
and  from  such  examination  7  am  of  the  opinion  that  said  The Com- 
pany is  a  corporation  legally  organized  and  now  existing  under  the  laws 

of  the  State  of    ,  having  at  this  time  an  authorized  capital 

stock  of  $ ,  of  which  $ is  now  outstanding,  and  the 

remaining  $..... is  still  in  the  Treasury  of  said  Company. 

II.  That)  1  have  examined  the  said  Deed  of  Trust  securing  the  bonds 
aforesaid,  and  in  my  opinion  said  Deed  of  Trust  and  the  bonds  secured 
by  the  same  are  in  proper  form,  and  are  duly  authorized  by  the  Directors 

and    Stockholders    of    said    The    Company,    and    are    in    all 

respects   valid  and  binding  obligations   of  said  The    Company. 

III.  That  the  said  mortgage  Deed  of  Trust  has  been  duly  recorded 
in  all  the  States  in  which  the  mortgaged  property  is  situated,  and 
that  in  my  opinion  the  laws  of  all  such  states  have  been  complied  with 
both  in  regard  to  the  issuance  of  the  said  bonds,  and  the  execution, 
delivery  and  recording   of  said   Mortgage   or  Deed   of   Trust. 

i  V.  That  in  my  opinion  the  Trustee  mentioned  in  said  Mortgage  or 
Deed  of  Trust  is  duly  authorized  to  act  as  such,  and  has  in  proper  form 
accepted  the  trust  created  by  such  instrument,  and  has  further  in  all 
respects  duly  complied  with  the  laws  of  the  (respective)  States  in 
which    the   property    described    in    said    Mortgage    or    Deed    of    Trust    is 


FLOTATION  OF  CORPORATE  SECURITIES.     1027 

situated,    aud    is    iluly    (jualifioil    ami    competent    to    perform    tlie    duties 
imposed  upon  it  in  said  states. 

V.  That  in  my  opinion  there  is  vested  in  said  Trustee  umler  and 
by  virtue  of  said  Mortgage  or  Deed  of  Trust,  a  good  and  marketable 
title  to,  or  interest  in,  all  of  the  property  described'or  intended  to  be 
described  therein.  [Counsel  should  in  addition  recite  in  full  the  nature 
and  extent  of  the  title  or  interest  vested  in  the  trustee,  an<i  if  such 
title  or  interest  be  less  than  a  title  in  fee  simple,  free  and  clear  of 
all  incumbrances  (so  far  as  relates  to  real  estate),  or  an  absolute  title 
to  personalty),  should  set  forth  all  matters  affecting  in  any  way  the 
priority  or  validity  of  the  lien  of  said  Mortgage  or  Deed  of  Trust,  and 
shall  certify  that  in  his  opinion  the  matters  related  to  are  the  only 
free  and  clear  of  all  claims  and  demands  whatsoever  (so  far  as  relates 
ones  affecting  such  priority  or  validity.] 

Respectfully, 


Form  1408. 
OPINION  OF  COUNSEL  AS  TO  ISSUE  OF  BONDS. 


Attorney  at  Law, 

Messrs ,    &    Company, 

» 

Gentlemen: — 

Company. 

I  have  examined  the  following  documents  relating  to  the  incorpora- 
tion, franchises,  property  and  records   of    Company: 

1.  Original  executed  and  recorded  charter  (with  the  several  amend- 
ments thereto)  and  certificate  of  incorporation  of Company. 

2.  Copy  duly  certified  of  Chapter    ....    of  the  laws  of    for 

the  year  19....  and  the  acceptance  thereof  by  the  grantees  therein 
named,  and  original  assignments  of  the  rights  thereunder  to  the  com- 
pany. 

3.  Original  permit  of  the  Secretary  of  War  of  the  United  States 
pursuant  to  Act  of  Congress  of  March  3,  1899,  authorizing  the  company 

to  construct  a  dam  across  the    River,  and  an  approved  plat 

showing  the  location  thereof. 

4.  Certificate  of  authority  issued  by  the  Railroad  Commission  of 
authorizing  the  issuance  of  stock  and  bonds  by  the  company. 

5.  Abstracts  of  title  to  the  lands  in  Section   ,  Township   

North,  Range   East,   County  and    County, 

,  whereon  the  dam  of  the  company  will  be  situated. 

6.  Original  records  of  the  proceedings  of  the  stockholders  and  Board 
of  Directors  in  the  matter  of  the  organization  of  the  company,  the  sev- 
eral amendments  to  its  charter  and  the  authorization  of  its  proposed 
bond  issue. 

From  an  examination  of  the  foregoing  documents  I  am  of  the  opin- 
ion  that    Company  is   a   corporation   legally   organized   and 

now  existing  under  the  laws  of  the  State  of ,  having  at  this 


1028    CORPORATION  FORMS  AND  PRECEDENTS. 

time  an  authorized  capital  stoclc  of  $3,000,000,  of  which  $1,000,000  is 
now  outstanding  and  the  remaining  $2,000,000   is   still   in   the   treasury 

of  the  company;  that  Chapter   of  the  laws  of   of  the 

State  of   is  a  legal  enactment  and  authorizes  the  grantees 

therein  named  to  build  and  maintain  a  dam  across  the   

Eiver   in   Section    ,   Township    North,   Eange    East, 

and    Counties,    ;    that    said   act 

was  duly  accepted  by  the  grantees  named  therein,  and  that  the  rights 

and  franchises   created  by  said   Chapter are  now  vested  in   the 

company;  that  the  permit  of  the  Secretary  of  War  of  the  United  States 
is  in  proper  form,  is  justified  by  the  provisions  of  the  Act  of  March  3, 
1899,  and  evidences  the  consent  of  the  United  States  Government  to  the 
construction   of  the   dam   therein   described;    that   the   certificate   of   the 

Railroad  Commission  of    permits  the  company  to   issue  for 

money  bonds  in  the  sum  of  $5,000,000,  and  stock  now  in  the  treasury 
in  the  sum  of  $2,000,000;  that  the  abstracts  of  title,  together  with  the 

accompanying  opinion   of   Messrs &    ,  disclose  a 

substantially  merchantable  title  in  the  company  to  the  lands  in  Sec- 
tion   aforesaid,  upon  which  the  dam  will  be  situated;  and  finally, 

that  the  proceedings  had  by  the  Stockholders  and  Directors  of  the  com- 
pany are  in  due  form  of  law  and  will  justify  the  issuance  of  bonds  in 
the  sum  of  $5,000,000. 

Yours   truly, 

[Signed]    

See  Form  1370,  supra,  and  1661,  j^ost. 

Form  1409. 

OPINION  OF  COUNSEL  AS  TO  ORGANIZATION,  RIGHT 

TO  ISSUE  BONDS,  AND  TITLE  TO 

REAL  ESTATE. 


,19.... 

STATE    OF    ) 

r^       ^.       i:  ss: 

County  or   \ 

We  hereby  certify.  That  we  have  examined  the  Land  Eeeords  of 

County,  in  the  State  of   ,  and  we   find  that  the  titles  to  the 

properties,  situated  in  the  city  of , County, 

State  of ,  being  the  same  as  described  in  certain  schedules 

hereto  annexed  and  marked  "A"  and  "B,"  are,  on  this   day 

of   ,  19 ,  in  The    Company,  free  from 

all   lien   or   incumbrance   of   any   kind   whatever,   and   that   the   titles  to 

said  properties  are  conveyed  to  said  The  Company 

by  valid  deeds  from  grantors  who  had  full  title  to  said  properties  so 
conveyed,  free  from  all  taxes,  liens  or  incumbrances,  at  the  time  of 
such  conveyance;  and  that  the  title  of  said  The  Com- 
pany to  said  properties  is,  in  every  respect,   valid. 

We    further    certify    that    we    have    examined    the    records    of    The 

Company,  and  that  we  have  personal  knowledge  of  all 

the  proceedings  that  have  been  had  or  taken  under  the  laws  of  the 
State    of    ,    for    the    organization    and    formation    of    said 


FLOTATION  OF  CORPORATE  SECURITIES.     1029 

The Company,  and  that   all   necessary  and  proper 

proceedings  have  been  taken  for  such  organization  of  said  Company;  and 
that  said  company  has  full  power  and  authority  to  carry  on  all  the 
business  indicated  by  its  Articles  of  Incorporation,  a  copy  of  which  is 
hereto  annexed;  and  that  it  has  full  power  to  borrow  the  sum  of 
$3,500,000,  and  to  issue  its  bonds  therefor,  and  to  secure  the  payment 
of  the  same  by  a  first  mortgage  on  all  the  real  estate  now  owned  or  here- 
after acquired  in  said  .State  of   ,  township  of   


Form  1410. 

OPINION  OF  COUNSEL  AS  TO  LEGALITY  OF  ORGAN- 
IZATION  AND  BOND  ISSUE. 

Law  Offices 


Building, 


January  30th,  1912. 

Mr , 

President,    The    Company, 


Dear  Sir: 

We  have   had  charge  since  its  formation   of  the   organization   of  The 

Company,  incorporated  under  the  laws  of  the 

State  of    ,  and  beg  to  say  to  you  that  in  our  opinion  the 

organization  of  the  Company  and  the  issue  of  its  stocks  are  in  absolute 

accordance  with  the  laws  of  said  State  of    ,  and  that  there 

can  be  no  question   as  to  the  legality  of  either  the  organization   or  the 
stock  issues. 

In  making  the  organization  we  have  availed  ourselves  of  the  services 

of  the    Trust   Company,   and  the   initial   organization   of 

The    Company  was  carried  out  under  their  super- 
vision as  well  as  our  own. 

We  will  be  glad  to  give  any  information  to  any  persons  interested  in 
the  Company  as  to  all  details  of  the  organization,  or  to  answer  any 
inquiries  as  to  its  legal  status. 

Yours  truly. 


See  Forms  1385-1387,  sjtpra. 


CHAPTER  XIX. 

ANNUAL  MEETINGS   OF   STOCKHOLDERS. 

Form  1411. 
NOTICE  OF  ANNUAL  MEETING. 

General  Office: 

Vi  hA  .V''.-.'.<-i.  •;'. 

,   19.... 

To   the   Stockholders   of    

The  annual  meeting  of  the  stockholders  of   will 

be  held  at   ,   ,  on   the   day 

of   ,  19....,  at    o'clock   M.,  for  the  election 

of  directors  for  the  ensuing  year,  and  for  the  transaction  of  such  other 
business  as  may  properly  come   before   the   meeting. 

Stock  transfer  books  will  be  closed  from  the  evening  of , 

19. . .  .,  and  reopen  on  the  morning  of   ,  19.  . .  . 

Enclosed  are  proxies,  one  of  which  we  would  thank  you  to  sign  and 
return.  In  the  event  that  you  are  present  at  the  meeting  and  desire 
to  do  so,  you  can  withdraw  your  proxy  and   vote   in  person. 


Secretary. 

As  to  when  stockholders  are  entitled  to  notice  of  corporate  meetings  and 
the  effect  of  charter  or  by-law  provisions  fixing  the  time  and  place  of  such 
meetings,  see  Cook  on  Corp.,  §  594;  Clark  &  M.,  Corp.,  §  647. 

See  as  to  the  necessity  of  stating  the  time,  place  and  business  of  a  stock- 
holders' meeting  in  the  notice  thereof,  Cook  on  Corp.,  §595;  Hill  v.  At- 
lantic, etc.  R.  Co.,  143  N.  C.  539. 

See  notes  under  notices  of  special  meetings  of  stockholders,  Chapter 
XXXI,  post. 

For  forms  of  proxies  for  annual  meetings,  see  Forms  1453-1467,  post. 

See  as  to  the  necessity  of  stockholders  acting  only  at  corporate  meetings, 
Cook  on  Corporations,  §625;   Clark  &  M.,  Corp.,  §645. 

See  generally  as  to  illegal  and  fraudulent  elections,  and  the  various  rem- 
edies of  stockholders  and  others  in  reference  thereto.  Cook  on  Corporations, 
§§616-620;  Clark  &  M.,  Corp.,  §6.57,  668,  669. 

See  as  to  conducting  and  closing  corporate  elections  and  various  inci- 
dental matters  relating  to  such  elections,  Cook  on  Corporations,  §§605-606; 
Clark  &  M.,  Corp.,  §  649. 

See  as  to  the  rule  that  stockholders'  meetings  must  Ve  held  within  the 
state  of  incorporation.  Cook  on  Corporations,  §589;  Clark  &  M.,  Corp., 
§  648c. 

See  as  to  the  necessity  of  a  quorum  at  meetings  of  stockholders  and  the 
manner  of  computing  the  same,  Cook  on  Corporations,  §607;  Clark  &  M., 
Corp.,   §  649g. 

For  rules  as  to  bv  whom  stockholders'  meetings  may  be  called,  see  Cook 
on  Corporations,  §593;  Clark  &  M.,  Corp.,  §646. 

See  generally  as  to  stockholders '  meetings,  Cook  on  Corporations,  Chapter 
XXXVI;   Clark  &  M.,  Corp.,  §§644-650. 

1030 


ANNUAL  I\IEKTIN(;s  OF  STOCKilOLDERS.      1031 

Form  1412. 
NOTICE  OF  ANNUAL  MEETING— (ANOTHER  FORM). 

Tlir    <  uiiipaiiy. 

Notice   of    Annual   Meeting. 

Notice  hereby  is  given  that  the Annual  Meeting  of  the  Stock- 
holders of  the   Company   will  be  held  at  the  principal 

office  of  the  Company,  at    ,    ,  on    ,  the 

(lay  of    ,   19....,  at    o'clock   in   the 

noon,   for  the   election   of  four   Directors   to   hold   office   for   three 

years;  and  for  the"  transaction  of  any  and  all  business  that  may  come 
before  the  meeting,  including  considering  and  voting  upon  the  approval 
and   ratification  of  all   contracts,  acts  and  proceedings  of  the  Board  of 

Directors  or  the  Executive  Committee  thereof,  since  the annual 

meeting  of  the  Stockholders  of  the  Company  on ,  19.  .  .  ., 

as  set  forth  in  the  minutes  of  the  Board  of  Directors,  and  of  said  Com- 
mittee, which  until  the  meeting  will  be  open  to  examination  by  Stock- 
holders of  record  during  business  hours,  at  the  New  York  City  office  of 
the  Company,   Street. 

The  stock   transfer  books   will  be   closed   at   the   close   of  business   on 

,  the    day  of   ,  19 .... ,  and 

will  be  reopened  at o  'clock  in  the  morning  of ,  19.  .  .  . 

By  order  of  the  Board  of  Directors. 


Secretary. 
See  Cook  on  Corporations,  §§594,  59.5;   Clark  &  M.,  Corp.,  §647. 

Form  1413. 
NOTICE  OF  ANNUAL  MEETING— (ANOTHER  FORM). 

The  Annual   Meeting  of  the  Stockholders  of    will  be 

held  at  the  office  of  the  Company  in    ,   Street,  on 

,  19. . . .,  at o'clock.    The  transfer  books  will  close 

in  accordance  with  the  by-laws,  at  the  close  of  business  on  , 

19....,  and  will  reopen    ,   19....,   at    o'clock. 


President. 

Form  1414. 
NOTICE  OF  ANNUAL  MEETING— (ANOTHER  FORM). 

Company, 

,19.... 

Notice   is   hereby   given    that   the    annual   meeting   of    the    Stockholders 

of ,  will  be  held  at  the  office  of  the  Company  at   

on    ,  the   day  of    19 .... ,  at    

o'clock  in  the noon,  for  the  purpose  of  electing  directors  for 

the  ensuing  year  and  for  the  transaction  of  such  other  business  as  may 
properly  come  before  the  meeting,  including  the  approval  of  all  the 
acts  of  the  Board  of  Directors,  Executive  Committee  and  officers  of  the 
Company   since   the   date   of  the   last    annual    meeting.      The   polls   will 


1032    CORPORATION  FORMS  AND  PRECEDENTS. 

remain  open  from    o  'clock   iu  the  forenoon  until    

o'clock  in  the  afternoon  of  said  day.  The  stock  transfer  books  for  the 
Common  and  Preferred  Stock  will  be  closed  from  the  close  of  business 
on ,  19. . . .,  until  the  opening  of  business  on   ,  19. . . . 


Secretary. 
Form  1415. 


NOTICE  OF  ANNUAL  MEETING— (ANOTHER  FORM). 

iS^otice   of   Annual   Meeting   of   Stockholders   of   the    

Company  to  be  held   ,  19. . .  . 

Notice  is  hereby  given  that  the  Annual  Meeting  of  the  Stockholders 

of  the Company  will  be  held  at  its  registered  office,  No , 

,   ,    ,  on  the    day  of    , 

19.  .  .  .,  at o'clock  in  the noon,  for  the  purpose  of  elect- 
ing directors,  and  transacting  all,  and  any  other  business,  that  may 
properly  come  before  the  meeting,  including  the  approval  and  ratifica- 
tion of  all  contracts,  acts,  by-laws,  and  proceedings,  authorized,  adopted, 
and  had  by  the  Board  of  Directors,  or  the  Executive  Committee;  and 
generally  considering  the  affairs  of  the  Company,  and  taking  any  action 
competent  for  the  Stockholders,  or  either  class  of  Stockholders,  to  take 
with  respect  thereto. 

The  transfer  books  will  be  closed  at o'clock M.  on 

,   19....,   and  will  reopen   at    o'clock   A.   M.,   on 

19.... 


,   19 ... .  Secretary. 

Form  1416. 

NOTICE  OF  ANNUAL  MEETING,  AND  ELECTION  OF 
DIRECTORS. 

The  annual  meeting  of  the  stockholders  of  the Com- 
pany will  be  held  at Hall, Street, , , 

on , ,  19 .  . . . ,  at 0  'clock M.,  to  hear  the 

report  of  the  Board  of  Directors  for  the  fiscal  year  of  the  company,  end- 
ing   ,  19.  . .  .,  and  to  elect  three  (3)  directors  to  serve  for 

four    (4)   years  and  to  attend  to  such   other  business  as   may  properly 
come  before  the  meeting. 


Secretary. 

Form  1417. 

NOTICE    OF    ANNUAL    MEETING    FOR    ELECTION    OF 
DIRECTORS  AND  OTHER  BUSINESS. 

The   Company. 

General   Office,    

,   ,  19.... 

The  annual   election  of  this  Company  will  be  held  on    , 

the    day  of    ,  19 ,  at   its  General 


ANNUAL  MEETING  OP  STOCKHOLDERS.       1033 

Office,    ,  between  the   hours  of    o'clock   ....    M., 

and   0  'clock   ....    M.,  for  the  election  of   Directors 

to  serve  for  the  term  of years,  to  succeed  those  whose  term 

will  expire  with  said  election;  at  which  time  and  place  a  vote,  or  votes, 
may  also  be  taken  on  such  other  subject,  or  subjects,  as  shall  have 
been   theretofore    directed   by   the    Stockholders. 


Secretary. 
See  generally  as  to  the  necessity  of  holdinfj  a  corporate  election  at  the 
prescrilie<l  hour,   which   must   be  reasonable,  Cook   on  Corporations,    §004; 
Clark  &  M.,  Corp.,  §  648. 

Form  1418. 

NOTICE    OF    ANNUAL    MEETING    AND    ELECTION    OF 
DIRECTORS  FOR  ENSUING  FISCAL  YEAR. 

The   annual   meeting  of   the   stockholders   of    Com- 
pany will  be  held  at  the  general  offices  of  the  company  in  the   

Building, Street,  Chicago,  County  of  Cook,  State  of  Illi- 
nois, on  the  5th  day  of  February,  A.  D.  1912,  at  3  o'clock  in  the  after- 
noon of  said  day  for  the  purpose  of  electing  seven  (7)  directors  to  serve 
and  constitute  a  Board  of  Directors  for  and  during  the  ensuing  fiscal 
year,  and  also  for  the  purpose  of  transacting  any  and  all  other  business 
that  may  properly  come  before  said  meeting. 


Secretary. 

Form  1419. 
NOTICE  OF  ANNUAL  MEETING— (NEW  JERSEY). 

To  The  Stockholders  of  The Corporation: 

You  are  hereby  notified  that  the  Annual  General  Meeting  of  the  Share- 
holders of  The  Corporation  will  be  held  on  , 

the    day   of    ,   19 ,  at   the   hour   of   Eleven 

o'clock   in   the   forenoon,   at   the   principal   office   of  the   Company,   No. 

street,    ,   New  Jersey,  for  the  purpose   of  the 

election  of  Directors,  of  receiving,  and  if  approved,  confirming  the  report 
of  the  Board   of  Directors   of  the   Company  for   the   fiscal   year   ending 

,   19....,  and   of  considering,   and,   if   approved,   ratifying 

and  confirming  all  the  acts  and  proceedings  of  the  Board  of  Directors 
of  the  Company  done  and  taken  since  the  last  annual  meeting  of  the 
stockholders  of  the  Company,  and  for  the  transaction  of  such  further 
and  other  business  as  may  properly  come  before  the  meeting. 

The  stock  transfer  books  will  be  closed  for  the  purpose  of  such  meet- 
ing from  and  after  the day  of ,19 ,  at  the  hour 

of   0  'clock  in  the  afternoon,  until  the   day  of   , 

19 ,  at  the  hour  of  ten  o'clock  in  the  forenoon. 

Dated   ,  19.... 

President. 

Secretary. 


1034    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1420. 
NOTICE  OF  ANNUAL  MEETING— (NEW  JERSEY). 

Office   of    Company. 

Notice  of  Aiiiuial  Meeting. 

The  annual  meeting  of  the  Stockholders  of  this  Company  will  be  held 
on  Tuesday,  the  6th  day  of  February,  1912,  at  11:00  o'clock  A.  M.,  at 

the  office  of  the  Company, Street,  Jersey  City,  N.  J.,  for 

the  purpose  of  electing  a  Board  of  Directors,  to  receive  and  act  upon 
the  reports  of  the  officers,  and  to  approve  the  actions  of  the  officers  and 
directors  since  the  last  annual  meeting,  and  for  the  transaction  of  such 
other  business  as  may  properly  come  before  the  meeting. 

In  accordance  with  the  laws  of  the  State  of  New  Jersey,  no  stock 
can  be  voted  on  at  any  election  which  has  been  transferred  on  the 
books  of  the  Company  within  twenty  days  next  preceding  this  election. 

If  you  cannot  attend  the  meeting,  please  sign  the  enclosed  proxy,  have 
your  signature  witnessed,  and  return  it  in  the  enclosed  stamped  envelope. 


December   30,    1911.  Secretary. 

Foi  form  of  proxy  enclosed  see  Form  1456,  post. 

Form  1421. 

NOTICE  OF  ANNUAL  MEETING  OF  THE  PENNSYLVANIA 
RAILROAD  COMPANY. 

The  Pennsylvania  Kailroad  Company. 

General   Office,  Broad    Street   Station. 

Philadelphia,  20th  February,  1912. 
The  Annual  Meeting  of  the  Stockholders  of  this  Company  will  be  held 
on  Tuesday,  the  twelfth  day  of  March,  1912,  at  11  o'clock  A.  M.,  in 
Horticultural  Hall,  Broad  Street  below  Locust  Street,  Philadelphia,  at 
which  meeting  there  will  be  submitted  for  consideration,  and  action  by 
the  Stockhohlers,  the  Annual  Eeport  of  the  Board  of  Directors  for  the 
year  ended  31st  December,  1911,  and  other  appropriate  subjects. 

Stockholders  may  obtain  copies  of  the  Annual  Eeports  of  the  Com- 
pany, and  the  necessary  tickets  of  admission  to  the  meeting,  on  and 
after  the  5th  of  March  next,  by  personal  application,  or  by  letter,  at  the 
Secretary's   office.   Room   269,   Broad   Street   Station,   Philadelphia. 


Secretary. 
For  form  of  ticket  of  admission  see  Form  1437,  post. 
See  next  form. 

Form  1422. 

NOTICE  BY  NOMINATING  COMMITTEE  OF  RECOMMEN- 
DATION OF  CERTAIN  TICKET  FOR  DIRECTORS. 

I'hiladolphia,   14th   March,   1912. 
To  the  Stockholders  of  the  Pennsylvania  Railroad   Company: 

The  undersigned  committee,  appointed  by  the  Chairman  of  the  Stock- 
holders' Annual   Meeting,   held   on  the  twelfth   day   of   March,    1912,   Ih 


ANNUAL  MEETINGS  OF  STOCKHOLDERS.      1035 

puisuance  of  a  resolution  adopted  by  the  stotkholtlers  at  that  meeting, 
to  recommend  a  ticket  for  Directors  to  be  voted  by  the  stockholders  at 
the  Annual  Election,  to  be  held  on  the  26th  instant,  recognizing  the 
unanimous  approval  of  the  administration  and  policy  of  the  present 
Board  of  Directors,  recommend  Clement  A.  Griscom,  ITenry  C.  Frick, 
and  Charles  E.  Ingersoll,  for  re-election,  to  serve  for  the  term  of  four 
years  ensuing  the  fourth  Tuesday  of  March,  1912,  and  until  their  suc- 
cessors are  chosen,  and  to  succeed  those  whose  term  expires  on  that 
day.  Respectfully  submitted, 
Wm.   Wood,   Chairman; 


Chas.   C.   Harrison, 
S.  F.  Houston, 
S.  T.  Bodine, 
David  E.  Williams, 
J.  N.  Pew, 
William   W.  Fitler, 
See  preceding  form. 


Committee. 


Form  1423. 


NOTICE    OF    ANNUAL    MEETING    TO    APPROVE    CON- 
TRACTS IN  WHICH  DIRECTORS  WERE 
PERSONALLY  INTERESTED. 

United  States  Steel  Corporation — Notice   of  Sixth   Annual   Meeting. 

Notice  hereby  is  given  that  the  Sixth  Annual  Meeting  of  the  stock- 
holders of  the  United  States  Steel  Corporation  will  be  held  at  the  prin- 
cipal oflSce  of  the  Corporation,  at  the  Hudson  Trust  Company,  No.  51 
Newark  Street,  in  the  City  of  Hoboken,  County  of  Hudson,  New  Jer- 
sey, on  Monday,  the  fifteenth  day  of  April,  1907,  at  12  o'clock  noon, 
for  the  transaction  of  any  and  all  business  that  may  come  before  the 
meeting,  including  considering  and  voting  upon  the  approval  and  ratifi- 
cation of  all  purchases,  contracts,  acts,  proceedings,  elections  and  ap- 
pointments by  the  Board  of  Directors  or  the  Finance  Committee  since 
the  Fifth  Annual  Meeting  of  the  stockholders  of  the  Corporation  on 
April  16,  1906  (and  particularly  the  authorization  of  the  guaranty  by 
the  United  States  Steel  Corporation  of  the  agreements  made  by  the 
Great  Western  Mining  Company  in  the  mining  lease  dated  January  2, 
1907,  between  the  Great  Western  Mining  Company,  lessee,  and  certain 
mining,  land  and  iron  companies  in  said  lease  named  as  lessors,  and 
Louis  W.  Hill,  James  N.  Hill,  Walter  .J.  Hill  and  Edward  T.  Nichols, 
as  trustees  for  certain  ore  trust  certificates  in  which  transaction  some 
of  the  Directors  of  the  United  States  Steel  Corporation  had  a  personal 
interest,  being  holders  of  stock  of  the  Great  Northern  and  Northern 
Pacific  railway  companies  and  of  such  'ore  trust  certificates),  as  set  forth 
in  the  Fifth  Annual  Report  to  Stockholders  and  in  the  proceedings  of 
the  Board  of  Directors,  which  together  with  said  leases  and  guaranty 
until  the  meetmg  will  be  open  to  examination  by  stockholders  of  record 
during  business  hours  at  the  New  York  Office  of  the  Corporation,  71 
Broadway;  the  election  of  eight  Directors  to  hold  office  for  three  years; 


1036    CORPORATION  FORMS  AND  PRECEDENTS. 

aud   the   election   of   the   independent   auditors   to   audit   the   books   and. 
accounts  of  the  Corporation  at  the  close  of  the  fiscal  year. 

The  stock  transfer  books  will  be  closed  at  the  close  of  business  on 
J^'riday,  the  15th  day  of  March,  1907,  and  will  be  re-opened  at  10  o'clock 
in  the  morning  of  Tuesday,  April  16,  1907. 

By  order  of  the  Board  of  Directors. 

Richard   Trimble, 

Secretary. 
Hoboken,   New  Jersey,  February  27,   1907. 

See  generally  as  to  the  validity  of  contracts  between  corporations  having 
one  or  more  directors  in  common.  Cook  on  Corporations,  §  65'S ;  Clark  &  M., 
Corp.,   §§  757-766. 

Form  1424. 

NOTICE    OF   ANNUAL   MEETING    OF   UNITED    STATES 

STEEL  CORPORATION. 

Notice  of  Ninth  Annual  Meeting. 

Notice  hereby  is  given  that  the  Ninth  Annual  Meeting  of  the  stock- 
holders of  the  United  States  Steel  Corporation  will  be  held  at  the  prin- 
cipal office  of  the  Corporation,  at  the  Hudson  Trust  Company,  No.  51 
Newark  Street,  in  the  City  of  Hoboken,  County  of  Hudson,  New  Jersey, 
on  Monday,  the  eighteenth  day  of  April,  1910,  at  12  o'clock  noon,  for 
the  transaction  of  any  and  all  business  that  may  come  before  the  meet- 
ing, including  considering  and  voting  upon  the  approval  av(l  ratification 
of  all  purchases,  contracts,  acts,  proceedings,  elections  and  appointments 
by  the  Board  of  Directors  or  the  Finance  Committee  since  the  Eighth 
Annual  Meeting  of  the  Stockholders  of  the  Corporation  on  April  19, 
1909;  and  all  matters  referred  to  in  the  Eighth  Annual  Report  to  the 
Stockholders  and  in  the  proceedings  of  the  Board  of  Directors,  which 
until  the  meeting  will  be  open  to  examination  by  stockholders  of  record 
during  business  hours  at  the  New  York  office  of  the  Corporation,  71 
Broadway;  the  election  of  eight  Directors  to  hold  office  for  three  years; 
and  the  election  of  independent  auditors  to  audit  the  books  and  accounts 
of  the  Corporation  at  the  close  of  the  fiscal  year. 

The  stock  transfer  books  will  be  closed  at  the  close  of  business  on 
Tuesday,  the  15th  day  of  March,  1910,  and  will  be  reopened  at  10  o'clock 
in  the  morning  of  Tuesday,  April   19,  1910. 

Richard   Trimble, 

Secretary. 
Hoboken,    New   .Jersey,    February    15th,    1910. 

See  generally  as  to  the  necessity  of  giving  notice  of  all  extraordinary 
business,  Cook  on  Corporations,  §§594,  595;  Clark  &  M.,  Corp.,  §647. 

See  Form  1459,  post,  for  form  of  proxy  for  first  annual  meeting  of 
United  States  Steel  Corporation. 

Form  1425. 

NOTICE    OF    TENTH    ANNUAL    MEETING    OF    UNITED 

STATES  STEEL  CORPORATION. 

United  States  Steel  Corporation — Notice  of  Tenth  Annual  Meeting. 
Notice  hereby  is  given  that  the  Tenth  Annual  Meeting  of  the  Stock- 
holders of  the  United  States  Steel  Corporation  will  be  hold  at  the  prin- 


ANNUAL  MEETINGS  OF  STOCKllUJ.DEK.S.       1037 

cipal  office  of  the  Corporatiou,  at  the  IIu<lsoii  Trust  Company,  No.  51 
Newark  Street,  in  the  City  of  Hobokcn,  County  of  Hudson,  New  Jersey, 
on  Monday,  the  seventeentli  day  of  April,  1911,  at  12  o'clock  noon,  for 
the  transaction  of  any  and  ail  business  that  may  come  before  the  meeting 
including  considering  and  voting  upon  the  approval  and  ratification  of 
all  purchases,  contracts,  acts,  proceedings,  elections  and  appointments 
by  the  Board  of  Directors  or  the  Finance  Committee  since  the  Ninth 
Annual  Meeting  of  the  Stockholders  of  the  Corporation  on  April  18, 
1910;  and  all  matters  referred  to  in  the  Ninth  Annual  Report  to  Stock- 
holders and  in  the  proceedings  of  the  Board  of  Directors,  which  until 
the  meeting  will  be  open  to  examination  by  stockholders  of  record  dur- 
ing business  hours  at  the  New  York  office  of  the  Corporation,  71  Broad- 
way; the  election  of  eight  Directors  to  hold  office  for  three  years;  and 
the  election  of  independent  auditors  to  audit  the  books  and  accounts 
of  the  Corporation  at  the  close  of  the  fiscal  year. 

The  stock  transfer  books  will  be  closed  at  the  close  of  business  on 
Monday,  the  20th  day  of  March,  1911,  and  will  be  reopened  at  10  o'clock 
in  the  morning  of  Tuesday,  April  18,  1911. 

Richard   Trimble, 

Secretary. 
Hoboken,  New  Jersey,  February  28th,   1911. 

See  note  to  preceding  form. 

I 

Form  1426. 

NOTICE  OF  ANNUAL  MEETING  TO  APPROVE  SPECIFIC 
CONTRACTS,  ETC. 

Notice    of    Annual    Meeting    of    the    Stockholders    of    Bethlehem    Steel 

Corporation. 
The  Annual  Meeting  of  the  Stockholders  of  Bethlehem  Steel  Corpora- 
tion will  be  held  at  the  principal  office,  No.  763  Broad  Street,  Newark, 
New  Jersey,  on  Tuesday,  April  4,  1911,  at  12  o'clock  noon,  for  the  fol- 
lowing purposes:  (1)  to  elect  three  directors  to  serve  for  a  term  of 
three  years;  (2)  to  elect  three  directors  to  serve  for  one,  two  and  three 
years,  respectively,  such  election  being  rendered  necessary  by  an  in- 
crease in  the  number  of  directors  from  nine  to  twelve;  (3)  to  rectify 
the  action  of  the  Board  of  Directors  in  authorizing  the  guaranty  by 
Bethlehem  Steel  Corporation  of  the  performance  by  Bethlehem  Steel 
Company  or  its  successors  or  assigns,  of  a  certain  amended  agreement 
dated  February  4,  1910,  executed  and  delivered  on  January  3,  1911, 
between  Bethlehem  Steel  Company  and  Didier-March  Company,  a  cor- 
poration of  the  State  of  New  Jersey,  in  regard  to  the  construction  by 
Didier-March  Company  or  its  assignee,  of  a  by-product  coke  oven  plant 
on  property  near  the  plant  of  Bethlehem  Steel  Company  and  the  manu- 
facture and  sale  by  Didier-March  Company,  or  its  assignee,  to  Bethle- 
hem Steel  Company  of  specified  amounts  of  coke  and  gas,  and  to  ratify 
the  contract  of  guaranty,  executed  in  the  name  of  Bethlehem  Steel  Cor- 
poration by  its  2nd  vice-president,  under  date  of  January  26,  1911,  of 
the  performance  of  said  amended  agreement  by  Bethlehem  Steel  Com- 
pany; and  (4)  to  transact  such  other  business  as  may  properly  come 
before  said  meeting. 


1038    CORPORATION  FORMS  AND  PRECEDENTS. 

The  books  for  the  transfer  of  shares  of  the  capital  stock  of  the  Cor- 
poration, both  preferred  and  common,  will  be  closed  at  3  o'clock  P.  M. 
on  Tuesday,  March  14,  1911,  and  will  be  reopened  at  10  o'clock  A.  M. 
on   Wednesday,  April  5,  1911. 

D.  H.  Jones, 
Secretary. 
Dated  Newark,  N.  J.,  March  1,  1911. 
See  note  to  Form  1424,  supra. 

Form  1427. 

NOTICE  OF  ANNUAL  MEETING  TO  AMEND  ARTICLES 
OF  INCORPORATION. 

The  Denver  &  Rio  Grande  R.  R.  Company. 
Notice  of  Annual  Meeting. 

New  York,  September  9th,  1904. 
To  the  Stockholders  of  The  Denver  &  Rio  Grande  Railroad  Company: 

The  Annual  Meeting  of  the  Stockholders  of  The  Denver  &  Rio  Grande 
Railroad  Company  will  be  held  at  the  principal  office  of  the  Company 
in  Denver,  Colorado,  at  12  o'clock  noon  on  Tuesday,  October  18,  1904. 
The  meeting  will  be  held  for  the  election  of  directors  and  for  the  trans- 
action of  any  other  business  pertaining  to  the  Company  that  may  be 
properly  brought  before  it,  and  also  to  consider  and  vote  upon  a  proposi- 
tion to  amend  the  articles  of  incorporation  of  the  Company  by  includ- 
ing in  its  described  routes  of  railway  a  line  of  railroad  extending  from 
a  connection  with  the  main  line  of  the  Company  near  Howard  Station 
in  Fremont  County,  State  of  Colorado,  and  thence  extending  in  a  gen- 
eral southwesterly  and  westerly  direction  up  Howard 's  Creek  to  the 
west  side  of  Section  Six,  township  Forty-eight,  north  of  Range  Ten 
East  in  said  Fremont  County,  with  branches  or  spurs  to  settlements, 
mines  and  industries  along  said  route;  also  a  line  of  railroad  connecting 
with  the  main  line  of  the  Company  at  Sargent  Station,  in  the  County 
of  Saguache,  State  of  Colorado,  and  thence  extending  in  a  general 
northerly  direction  through  the  valley  of  Tomiehi  Creek,  to  the  town  of 
Tomiehi,  in  the  County  of  Gunnison,  in  the  State  of  Colorado,  with 
branches  or  spurs  to  settlements,  mines  and  industries  along  said  route. 

The  books  for  the  transfer  of  the  stock  of  the  Company,  both  Common 
and  Preferred,  will  be  closed  for  the  purposes  of  the  meeting  at  three 
o'clock  P.  M.  on  Monday,  October  3,  1904,  and  will  be  reopened  at  ten 
o'clock  A.  M.  on  the  day  following  the  annual  meeting,  or  any  adjourn- 
ment thereof. 

Stephen  Little, 
Secretary. 

See  note  to  Form  1424,  supra. 


ANNUAL  MEETINGS  OF  STOCKHOLDERS.      1039 

Form  1428. 

NOTICE  OF  EXTRAORDINARY  BUSINESS  AT 

ANNUAL  MEETING. 

Office  of  the   Tr:i(tiou  Company  of   

Special  Notice  to  Stockholders: 

The  Board  of  Directors  hereby  gives  notice  that,  in  addition  to  busi- 
ness usual  at  the  Annual  Meeting  to  be  held  at  the  office  of  the  Com- 
pany,        Street,    ,  on    ,   i 

19 ^  at o'clock M.,  said  meeting  is  specially  called  for 

the  purpose  of  voting  for  or  against  an  increase  in  the  indebtedness  of 
the  Company  from'  $1,500,000  to  .$:?,000,000. 

The  increase  herein  referred  to  is  the  guarantee  of  the  rentals  of  the 

Equipment  Lease  of  the Rapid  Transit  Company,  which  lease 

has  been  made  the  basis  of  an  issue  of  car  trust  certificates,  and  this 
sixty  days'  public  notice  is  given  in  order  to  meet  the  requirements  of 
the  law  in  case  such  guarantee  should  be  held  an  increase  of  indebted- 
ness. No  additional  financing  is  contemplated  hereunder.  This  is  merely 
a   formal   ratification    of   the    action    already   authorized   at    the    special 

meeting  of  the  stockholders  held  on   ,  19.  .  .  .      By  order 

of  the  Board   of  Directors. 


See  note  to  Form  1424,  supra.  Secretary. 

Form  1429. 

NOTICE  OF  ANNUAL  MEETING  TO  ELECT  DIRECTORS 

AND  AMEND  BY-LAWS. 

The    Electric    Railway    &   Light    Company. 

Building,    

New  York,  February  1,  19.  .  .  . 

To  The  Stockholders  of  The Electric  Railway  &  Light  Company: 

You  are  hereby  notified  that,  pursuant  to  the  provisions  of  the  By- 
Laws,  the  Annual  Meeting  of  the  Stockholders  of  this  Company  for 
the  election  of  three  Directors  to  fill  the  vacancies  caused  by  the  ex- 
piration of  the  term  of  office  of  the  directors  of  the  third  class;  to  act 
upon  the  recommendation  of  the  Board  of  Directors  that  Article  III, 
Section  1,  of  the  By-Laws  of  the  Company  be  amended  so  that  the  An- 
nual Meeting  of  the  Stockholders  shall  be  held  thereafter  upon  the  third 
Monday  of  January  in  each  year,  instead  of  the  third  Monday  of  Feb- 
ruary; and  to  transact  such  other  business  as  uiay  lawfully  come  before 

the  meeting;  will  be  held  at  the  office  of  the  Company  No 

,  Street, , ,  on  Monday,  February  20,  19 ,  at  12 

o'clock  noon;  and  for  that  purpose  the  stock  transfer  books  of  the  Com- 
pany will  be  closed  on  Monday,  February  6,  19 ,  at  3  o'clock  P.  M., 

and   remain   closed   until   Tuesday,   February    21,    19 ,   at    10    o'clock 

A.  M.     By  order  of  the  Board. 


Secretary. 

See  note  to  Form  1424,  supra. 

See  as  to  amendment  of  by-laws,  Cook   on   Corporations,    §  4a ;    Clark   & 
M.,  Corp.,  §  640. 


1040    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1430. 

NOTICE  OF  ANNUAL  MEETING  AND  OF  PROPOSED 
AMENDMENT  OF  BY-LAWS. 

Office  of  the Mauufaeturing  Co. 

April  9th,  1912. 

The  annual  meeting  of  the  stockholders  of  this  Company  will  be  held 
on  Tuesday,  the  23d  inst.,  at  4  o'clock  P.  M.,  at  the  office  of  the  Com- 
pany, corner  Chestnut  and  12th  streets,  Philadelphia,  when  action  will  be 
taken  on  a  proposed  change  to  amend  Section  17  of  the  By-laws  so  that 
the  same  shall  read  as  follows: 

17.  The  President,  General  Manager,  Secretary-Treasurer  and  such 
other  person  or  persons  as  may  be  designated  by  the  Board,  shall  have 
authority  to  sign  checks;  but  no  checks  shall  be  valid  unless  signed  by 
two  of  the  Officers  or  Agents  named  herein. 

17-A.  The  Board  of  Directors  may  delegate  to  the  Managers  of 
Branch  Houses  and  Factory  Superintendents  and  their  Assistants  the 
authority  to  sign  checks  necessary  for  the  conduct  of  the  business  com- 
mitted to  their  care. 


Secretary. 
See  note  to  preceding  form. 

Form  1431. 

NOTICE    OF    ANNUAL    MEETING    AND    INCREASE    OF 
STOCK  OF  DIFFERENT  CLASSES,  AND  AMEND- 
MENT OF  CHARTER  AND  BY-LAWS. 

,  19.... 

Xotice  of  Annual   Meeting  of  Stockholders   of  The   

Railway  Company. 

Notice  is   hereby  given   that  the   Annual  Meeting  of   Stockholders  of 

The   Railway  Company  will  be  held  at  the  principal 

office  of  the  Company,  in  the    Building,  in   the   City   of 

,   ,  on  the   ,  19....,  at  eleven 

o'clock  A.  M.,  for  the  election  of  a  Board  of  Directors  and  the  transac- 
tion of  any  other  business  that  may  properly  come  before  such  meeting. 

And  notice  is  further  given  that  at  such  meeting  the  Stockholders 
will  be  called  upon  to  consider  and  act  upon: 

1.  A  proposition  to  sanction  and  authorize  the  increase  of  the  maxi- 
mum amount  of  the  authorized  capital  stock  of  the  corporation  from 
Thirty-six  million  Dollars  (.1536,000,000)  divided  into  shares  of  One  Hun- 
dred Dollars  (.$100.00)  each  to  Sixty-five  Million  Dollars  ($65,000,000) 
divided  into  shares  of  One  Hundred   Dollars    ($100.00)   each. 

2.  A  proposed  amendment  to  the  charter  of  the  Company,  whereby, 
if  adopted,  the  Fifth  clause  of  said  charter  will  be  amended  so  as  to 
read  as  follows,  to-wit: 

"Fifth.  The  minimum  amount  of  capital  stock  of  this  corporation 
shall  be  Fifty  Thousand  Dollars  ($50,000.00)  and  the  maximum  amount 
of  capital  stock  shall  be  Sixty-five  Million  Dollars  ($65,000,000.00)  all 
divided  into  shares  of  One  Hundred  Dollars  ($100.00)  each, 


ANNUAL  MEETINGS  OF  STOCKHOLDERS.      1041 

Of  such  maximum  authorized  capital  stock  Two  Humlred  ami  Ninety 
Thousand  (290,000)  shares  of  One  Humired  Dollars  ($100.00)  eaeh, 
amounting  to  Twenty-nine  Million  Dollars  ($29,000,000.00;  shall  be  five 
per  cent  {^>%j  ciirniiiative,  jireferred  stock  and  Three  Hundred  and 
Sixty  Thousand  (.■!(i(),()00)  shares,  amounting  to  Thirty-six  Million 
Dollars  ($;{6,000,000.00)  shall  be  common  stock. 

The  holders  of  such  preferred  stock  shall  be  entitled  to  receive,  when 
and  as  declared^  from  the  surplus  or  net  profits  of  the  corporation  ap- 
plicable thereto,  dividends  at  the  rate  of  five  (5)  per  centum  per  annum, 
and  no  more.  The  dividends  on  the  preferred  stock  shall  be  cumulative, 
shall  be  calculated  from  the  date  of  issue  of  such  stock,  and  shall  be 
payable  before  any  dividend  on  the  common  stock  shall  be  paid  or  set 
apart;  so  that,  if  in  any  year  dividends  amounting  to  five  per  cent  (5%) 
shall  not  have  been  paid  thereon,  the  deficiency  shall  be  payable  before 
any  dividend  shall  thereafter  be  paid  upon  or  set  apart  for  the  common 
stock. 

Whenever  all  cumulative  dividends  on  the  preferred  stock  for  all 
previous  years  shall  have  been  declared  and  shall  have  become  payable, 
and  the  dividend  for  the  current  year  shall  have  been  declared,  and  the 
company  shall  have  paid  such  cumulative  dividends  for  previous  years 
and  such  dividend  for  the  current  year,  or  shall  have  set  aside  from  its 
surplus  or  net  j^rofits  a  sum  sufficient  for  the  payment  thereof,  the  Board 
of  Directors  may  declare  dividends  on  the  common  stock,  payable  then 
or  thereafter,  out  of  any  remaining  surplus  or  net  profits. 

In  the  event  of  any  liquidation  or  dissolution  or  winding  up  (whether 
voluntary  or  involuntary)  of  the  corporation,  the  holders  of  the  preferred 
stock  shall  be  entitled  to  be  paid  the  unpaid  dividends  accrued  thereon 
and  the  par  value  of  their  respective  shares  before  any  amount  shall  be 
paid  to  the  holders  of  the  common  stock;  and  the  holders  of  the  com- 
mon stock  shall  be  entitled  to  the  remaining  assets. 

The  preferred  stock  may  be  redeemed  as  an  entirety  by  a  vote  of  a 
majority  in  amount  of  all  the  outstanding  capital  stock  at  any  time 
after  three  (3)  years  from  the  date  of  issue  thereof  upon  payment  of 
One  Hundred  and  Five  Dollars  ($105.00)  per  share  plus  any  accumu- 
lated unpaid  dividends.  When  the  redemption  of  the  preferred  stock 
shall  be  authorized  as  aforesaid,  notice  thereof  shall  be  given  to  each 
holder  of  record  of  preferred  stock,  stating  the  time  and  place  at  which 
certificates  will  be  received  and  the  stock  redeemed  and  paid  for,  by 
mailing  the  same  to  him  at  his  address  as  it  appears  on  the  stock  books 
of  the  corporation,  at  least  thirty  (."^O)  days  before  the  date  fixed  for 
such  redemption. 

Any  holder  of  preferred  stock  who  shall  fail  to  present  it  for  redemp- 
tion at  the  time  and  place  fixed  as  aforesaid  shall  not  thereafter  be  en- 
titled to  receive  any  dividends  upon  any  such  stock  held  by  him,  nor  shall 
any  preferred  stock  standing  in  his  name  upon  the  books  of  the  Com- 
pany be  thereafter  transferred  to  any  other  person. 

The  preferred  stock  shall  have  the  same  voting  power  as  the  common 
stock." 

3.  A  proposed  anuMidin(Mit  to  the  By-Laws  of  the  Company,  whereby, 
if  adopted,  Section  One  of  Arti(de  One  of  the  By-Laws  will  ho  amended 
so  as  to  read  as  follows: 


1042    CORPORATION  FORMS  AND  PRECEDENTS. 

"Section  1.  Election:  The  number  of  directors  of  this  Company  shall 
for  the  present  be  nine,  who  shall  be  stockholders  of  the  Company,  and 
shall  be  elected  at  the  annual  meeting  of  stockholders,  and  serve  for  the 
term  of  one  year  or  until  their  successors  are  chosen  and  qualified.  Any 
vacancy  in  the  Board  of  Directors  caused  by  death,  resignation  or  other- 
wise than  by  removal  from  oflace  by  the  stockholders,  shall  be  filled  by 
the  remaining  directors  for  the  residue  of  the  year  or  until  their  suc- 
cessors are  chosen  and  qualified.  Any  director  or  other  elected  officer 
may  resign  his  office  at  any  time;  the  acceptance  of  a  resignation  shall 
not  be  required  to  make  it  valid. ' ' 

By  order  of  the  Board  of  Directors. 


Secretary. 
See  note  to  Form  1424,  supra,  and  Forms  1429  and  1430,  supra,  and  notes 
thereunder. 

Form  1432. 

NOTICE  OF  ANNUAL  MEETING  SPECIFYING  HOURS 
OF  ELECTION. 

The Company. 

The   Forty-seventh   Annual   Meeting  of   the 

Company,  of ,  will  be  held  at  the  office.  No 

street,  on  the  Second  Day  (Monday),  the  8th  of  First  Month  (January), 
1913,  at  10  o'clock  A.  M.  An  election  of  five  directors  to  serve  for  three 
years  will  be  held  between  the  hours  of  10  A.  M.  and  2  P.  M. 


Secretary. 

Form  1433. 

NOTICE  OF  ANNUAL  MEETING— POLLS  OPEN  TILL 
SPECIFIED  HOUR. 

Annual  Meeting. 

The Company. 

.,  19.... 

The   Annual  Meeting  of  the   Stockholders   of   the    

Company  will  be  held  at  the ,  No street, 

,  on  Wednesday  the  tenth  day  of  January,  1913,  at  eleven 

o'clock  A.  M. 

The  election  of  Directors  to  serve  during  the  ensuing  year  will  be  held 
and  action  taken  upon  such  matters  as  may  come  before  the  meeting. 
The  polls  for  election  of  Directors  will  remain  open  until  one  o'clock  p.  m. 

Secretary. 


ANNUAL  MEETINGS  OF  STOCKHOLDERS.      1043 

Form  1434. 

NOTICE   OF   ANNUAL  MEETING,   AND   EXTENSION   OF 
TIME  FOR  CLOSING  TRANSFER  BOOKS. 

The    Company. 

Broadway,  N.  Y. 

Closing  of  Books. 
For  the  purposes  of  the   Annual   Meeting  of  the  Stockholders  of  the 

Company,   to    be    held    on    Wednesday,    January    17, 

1913,  at  2  o'clock  in  the  afternoon,  at  the  prini-ij)al  oflice  of  the  company 

in  the  Building, ,   ,  the  time  for 

the  closing  of  the  transfer  books  of  the  company  has  been  extended  from 
the  close  of  business  on  December  20,  1912,  to  the  close  of  business  on 
December  28,  1912,  to  remain  closed  until  the  day  following  the  final 
adjournment  of  saitl  meeting.     By  order  of  the  Board. 


Secretary. 

Form  1435. 
NOTICE  OF  ADJOURNED  ANNUAL  MEETING. 

The Company. 

Adjourned  Annual  Meeting. 

The  adjourned  Annual  Meeting  of  the  Stockholders  of  The   

Company  will  be  held  at  the  oflSce  of  the  Company  in , , 

on , ,  19.  .  .  .,  at  12  o'clock  noon,  standard  time, 

for  the  election  of  thirteen  Directors  of  the  Company,  and  for  the  trans- 
action of  such  other  business  as  may  legally  come  before  the  meeting. 

The  books  for  the  transfer  of  stock  (both  Common  and  Preferred)  will 

be  closed  for  the  purpose  of  the  meeting  at o'clock M.,  on 

, ,  19.  .  .  .,  and  will  be  reopened  at o'clock 

M.,  on    ,    ,  19 


Secretary. 
See  as  to  the  necessity  of  giving  notice  of  an  adjourned  meeting  of  stock- 
hohlers,  Cook  on  Corporations,   S  001  ;   Claik  &   M.,  Corp.,   §  649k. 

Form  1436. 

NOTICE  OF  ANNUAL  MEETING  REQUIRING  TICKETS 
OF  ADMISSION. 

The C'onipany. 


••.,    ,   39-... 

The  Annual  Meeting  of  the  Stockholders  of  this  Company  will  be  held 

on    ,   the    day   of    ,    19...., 

at 0  'clock M.,  at  No street   ,  at 

which   meeting   there   will   be   submitted   for   consideration,   and   action   of 
the   Stockholders,   the   Annual   Report   of  the   Board   of   Directors   for   the 

year  ended    ,   19 ,  and  other  appropriate 

subjects. 


1044    CORPORATION  FORMS  AND  PRECEDENTS. 

stockholders  may  obtain  copies  of  the  Annual  Keport  of  the  Company 
ami  the  necessary  tickets  of  admission  to  the  meeting,  on  and  after  the 

of next,  by  application   (either  in  person  or  by 

letter)   to  the  Secretary,  Boom   ,   


Secretary. 
(The  above  form  may  be  serviceable  in  the  case  of  large  corporations.) 
See  generally  as  to  the  right  to  deprive  a  ctockholder  of  any  of  his  rights 

as  such,  Cook  on  Corporations,  §  710;  Clark  &  M.,  Corp.,  §§652,  653,  657, 

858. 

Form  1437. 

FORM  OF  TICKET  FOR  ADMISSION  TO  STOCKHOLDERS' 
ANNUAL  MEETING. 

The Company. 

1912. 
Stockholders'  Annual  Meeting. 

St.,   St.,  Philadelphia. 

Tuesday,  12th  March,  1912,  j.t  11  o'clock  A.  .AI. 
Admit   Mr 

Secretary. 
This  ticket  is  not  transferable. 

Form  1438. 
AFFIDAVIT  OF  MAILING  NOTICE  OF  MEETING. 

STATE    OF    ,) 

/I       +       *  ^  ss: 

County  or  ( 

being   duly   sworn,    on   oath,    deposes    and    says 

that  he  is  the  Secretary  of  the   Company,  a  corporation 

organized  under  the  laws  of  the  State  of   ;   that 

on   the    day   of    ,   19....,   he   mailed 

a  notice  of  the  annual  meeting  of  the  Stockholders  of  the  said  Company 
(a  copy  of  which  is  hereto  attached),  enclosed  properly  in  a  sealed  wrap- 
per, postage  prepaid,  addressed  to  each  stockholder  of  record  of  said 
Company  at  his  postoffice  address  as  the  same  appeared  on  the  books  of 
the  said   Company. 


Secretary. 
Sworn  to  and  subscribed  before  me  this day  of ,  19. . 


Notary    Public. 

A  notice  must  be  served  a  reasonable  time  before  the  stockholders'  meet- 
ings, Cook  on  Corporations,  §597;  Clark  &  M.,  Corp.,  §647. 

See  as  to  the  necessity  of  observing  charter  or  bylaw  or  statutory  re- 
quirements as  to  the  manner  of  servico  of  notices  of  corporate  meetings, 
Cook  on  Corporations,  §  596 ;  Clark  &  M.,  Corp.,  §  647. 

Tf  the  notice  is  required  by  statute  or  the  corporate  bylaws  to  be  pub- 
lished, the  above  form  can  be  changed  so  as  to  conform  to  the  facts. 

See  Forms  16,  20  and  21,  supra,  and  1439,  post. 


ANNUAL  MEETINGS  OF  STOCKHOLDERS.      1045 

Form  1439. 
AFFIDAVIT  OF  MAILING  NOTICES— (ANOTHER  FORM). 

STATK    OF    ; 

(  ss: 
County  of   I 

I,    ,  of    ,  Secretary  of  The    

Company,  a  corporation  of  the  State  of   ,  make  oath  and 

say:     That  a  notice  of  the  Annual  Meeting  of  saici  The   

Company  to  be  held  on  the day  of ,  A.  D ,  at 

No St.,  in   in  the  State  of   , 

of  which  a  true  copy   is  hereunto  attached   marked   Exhibit   "A,"   was 

mailed  by  (registered)  letter  duly  addressed  to  each  stockholder  of  said 

The   Company  as  per  schedule  of  addresses  hereto 

attached  marked  Exhibit  "B, "  and  deposited  in  the  United  States  Post 

Office  of  at  least   days  before  the  

(lay  of ,  A.  D.  19.  .  .  .,  the  day  named  for  said  annual 

meeting. 


Subscribed  and  sworn  to  before  me  this day  of ,  19.  .  . . 

Notary  Public. 

(Attach  Exhibits  "A"  and  "B." 

(The  aflidavit  should  show  that  the  notice   is  served  as  required  by  the 
By-Laws  of  the  Company.) 
See  note  to  preceding  form. 

Form  1440. 
AFFIDAVIT  OF  PUBLICATION  OF  NOTICE. 

STATE    OF    ) 

'  ss: 
County  of  I 

" ,  being  duly  sworn,  on  oath,  deposes  and  says 

that  he  is  the  secretary  of  The   Company,  a  corporation 

organized  and  existing  under  the  laws  of  the  State  of   ; 

that  on  the day  of ,  A.  D.  19 . .  . . ,  he  caused  a 

notice  of  the  Annual  Meeting  of  said  The   Company, 

of   which   notice   the   attached   is   a   true   copy,   to   be   published    in   the 

,  a  newspaper  of  general  circulation  in   , 

and  that  such  notice  was  duly  published  in  said  newspaper  on  the 

day  of ,  19.  .  .  .,  and  on  the day  of , 

19....    (here  recite  the  manner  of  publication.) 


Subscribed  and  sworn  to  before  me  this day  of ,  19.  . 

Notary   Public. 
See  Forms  16,  20,  21,  supra. 


1046    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1441. 
AUTHORITY  TO  COMPANY  TO  GIVE  NOTICES  TO  AGENT, 

To  the  Secretary  of  The   Company: 

Sir:  I  hereby  request  you,  until  further  notice  from  me,  to  send  all 
notices  and  communications  of  any  and  every  kind  relating  to  the  above 
company  which  in  any  way  affect  me  or  to  which  I  am  or  may  be  entitled 

as  a  stockholder  of  said  company  to  Mr ,  of    

All  notices  and  communications  served  in  such  manner  shall  be  deemed 
to  be  duly  served  upon  me.  Yours  truly. 


(Signature  of  Shareholder.) 

Dated    ,   19 

See  as  to  the  service  of  notices,  Cook  on  Corporations,  §  596 ;  Clark  &  M., 
Corp.,  §  647. 

Form  1442. 

MINUTES  OF  THE  ANNUAL  MEETING  OF  THE  STOCK- 
HOLDERS OF  THE COMPANY. 

The  Annual  Meeting  of  the  Stockholders  of  The   Company 

was  held  at  the  office  of  the  Company,  No Street,  in , 

on  the day  of ,  A.  D.  19 . . . . ,  at o  'clock,   . . .  M. 

The  meeting  was  called  to  order  by  Mr.- ,  the  President 

of  the  Company,  who  presided  at  the  meeting  in. accordance  with  the 

provisions  of  the  By-Laws  of  the  Company,  and  Mr , 

Secretary  of  the  Company,  being  present,  acted  as  Secretary  of  the 
meeting. 

Upon  motion  of  Mr duly  matle  and  seconded,  and 

unanimously  carried,  the  reading  of  the  roll  of  the  Stockholders  entitled 
to  vote  at  the  meeting  was  dispensed  with. 

The  following  stockholders  were  present  in  person: 

Name.  No.  of  Shares. 


The  following  stockholders  were  represented  by  proxy: 

Name.  Name  of  Proxy.  No.  of  Shares. 


being  a  majority  in  interest  of  all  the  stockholders  of  the  Company. 

The  proxies  presented  were  ordered  to  be  filed  with  the  Secretary  of 
the  meeting. 

The  Secretary  presented  and  read  a  copy  of  the  notice  of  the  meeting, 

together  with  proof  of  the  mailing  of  the  same  at  least    days 

prior  to  the  meeting  to  each  registered  stockholder  at  his  address  as  the 
same  appears  on  the  books  of  the  Company. 

Upon  motion   duly  made  and   seconded,   Messrs and 

were  appointed  inspectors  of  election. 


ANNUAL  MEETINGS  OF  STOCKHOLDERS.      1047 

Upon  motion  duly  made  ami  seconded  the  meeting  then  proceeded  to 
the  election  of  directors  in  accordance  with  the  By- 
Laws.  The  stockholders  prepared  their  ballots  and  delivered  them  to 
said  inspectors,  who  received  the  same  and  i-anvassed  the  votes  cast, 
and  eerti/ied  in  writing  that  the  following  persons  having  received  the  high- 
est number  of  votes  cast  at  said  election,  had  been  duly  elected  as  direct- 
ors of  the  Company  for  the  ensuing  year :   , ^ 

,  ,  The  president  there- 
upon declared  said  persons  duly  elcL-ted  directors  of  the  Company  to 
serve  for  the  ensuing  year  and  until  their  successors  are  elected  and 
qualify. 

On  motion  duly  made  and  seconded,  the  minutes  of  the  last  meeting 

of  the  stockholders  of  the  corporation,  held  on  the day  of 

19.  . .  .,  were  read,  as  were  also  the  minutes  of  the  special 

meeting  held  on 19.  . .  .,  and  the  minutes  of  the  meeting  held 

on    ,    19 

Upon  motion  duly  made  and  seconded,  such  minutes  were  duly  ap- 
proved, ratified  and  confirmed. 

The annual  report  of  the  President  and  Directors  of  The 

Company  was  presented  and  read,  and  upon  motion  of 

Mr ,   duly   seconded,    it   was 

Resolved,  That  said  report  be  received  and  ordered  to  be  filed  with 
the  Secretary  in  the  form  as  presented  to  the  meeting. 

(Here  insert  record  of  any  other  business  transacted.) 

The  Secretary  was  directed  to  insert  in  the  minute  book  a  copy  of  each 
of  the  following  papers: 

1.  Notice  of  the  meeting  and  proof  of  mailing  thereof. 

2.  Form  of  Proxy. 

3.  Report  of  the  President  and  Directors. 

4.  Inspectors'  Oath  and  Report. 

Upon  motion   duly  seconded,   the   same  adjourned. 


Secretary  of  the   Meeting. 
Dated :    

For  other  forms  of  minutes  of  stockholders,  see  Forms   173    1142-1145, 
1147,  1265,  1289,  supra. 

See  also  Index,  post,  title,  Minutes  of  Stockholders'  Meetings. 

Form  1443. 
INSPECTORS'  OATH  AND  REPORT. 

STATE    OF    

County  of   

We,    ,    and     and 

the    undersigned,     the    duly    appointed    Inspectors    of    Election    of    The 

Company,  being  duly  sworn  do  solemnly  swear  that  we 

■will  fairly  and  impartially  perform  our  duties  as  Inspectors  of  Election, 

at  the  election  to  be  held  this day  of 19.  . .  ., 

for  Directors  of  The  Company,  and  that  we  will 


1048    CORPORATION  FORMS  AND  PRECEDENTS. 

faithfully  and   diligently   canvass   the   votes  cast   at   such   election,   and 
honestly  and  truly  report  the  results  of  said  election. 


Sworn  to  and  subscribed  before  me  this day  of 19. 


Notary  Public. 
We,   the   undersigned,  Inspectors   of   Election,   do  hereby   certify   that 
having  taken   an   oath,   fairly   and   impartially   to   conduct   the   election   of 

Directors  of  the  above  named  The Company,  we  did 

receive  the  votes  of  the  Stockholders  by  ballot  and  canvass  the  votes  cast, 
and  that  the  following  persons  received  the  number  of  votes  set  opposite 
their  respective  names,  to-wit: 

Name.  No.  of  Votes  Eeceived. 


In  witness  whereof  we  have  hereunto  set  our  hands  this day 

of  19 


Inspectors. 
Dated:    

At  stockholders'  meetings  for  the  election  of  directors  certain  persons 
termed  "judges  of  election,"  "tellers,"  or  "inspectors  of  election"  are 
frequently  appointed.  In  the  absence  of  statute  the  selection  of  such  per- 
sons is  usually  determined  in  the  manner  prescribed  by  the  by-laws.  Such 
persons  have  no  power  to  pass  upon  the  eligibility  of  directors.  While  they 
are  frequently  sworn  to  perform  their  duty,  the  failure  to  so  swear  them 
does  not  invalidate  the  election.  In  the  absence  of  statute  or  by-laws,  the 
power  to  elect  such  judges,  tellers  or  inspectors  of  election  rests  with  the 
stockholders. 

See  next  form.     See  also  Form  1267,  supra. 

See  as  to  inspectors  of  election,  their  appointment,  and  duties.  Cook  on 
Corporations,  §§60.5,  606;  Clark  &  M.,  Corp.,  §  649b. 

S».e  as  to  the  power  of  inspectors  of  election  in  determining  the   right 
of  stockholders  to  vote.   Cook  on  Corporations,   §611;   Clark   {,  M..   Corn 
§649b.  '         y-f 

Form  1444. 
INSPECTORS'  CERTIFICATE  OF  ELECTION. 

Inspectors'  Certificate  of  Election. 
STATE  OF  MISSOUKI,^ 
City  of  St.  Louis.         i 
The  undersigned,  the  duly  elected  Inspectors  of  an  Election  of  Directors 
of  The  Missouri  Pacific  Eailway  Company  for  the  ensuing  year,  held  at 
the  office  of  the  Company,  in  the  City  and  State  aforesaid,  on  the  14th 
day   of   March,   A.   D.    1911,   having   first   taken   and   subscribed   the   oath 
prescribed  by  law  in  such  cases,  proceeded  to  receive  and  to  canvass  the 
votes  cast  at  said  election,  and  by  these  presents  do  certify  the  result 
of  said  election  to  have  been  as  follows,  to-wit: 


ANNUAL  MEETINGS  OF  STOCKHOLDERS.      1049 

Votes 
Received. 

George  J.  Goul.l  of  New  York 621,746 

Fred   T.   Gates   of    New   York 621,746 

Cornelius    Vanderbilt    of    New    York 621,746 

E.  T.  Jeffery   of   New  York 621,746 

Paul  M.  Warburg  of  New  York 621,746 

Edwin   Gould  of  New  York 621,746 

Edgar  L.  Marstou  of  New  York 621,746 

Kingdon  Gould  of  New  York 621,746 

K.   I).  Adams  of  New   York 621,746 

E.  B.  I'ryor  of  St.  Louis,  Mo 621,746 

S.  F.  Pryor  of  St.  Louis,  Mo 621,746 

G.  S.  Clarke  of  St.  Louis,  Mo 621,746 

R.  L.  Williams  of  Baltimore,  -Md 1,066,.507 

Wherefore,  tlie  said  George  J.  Gould,  Fred  T.  Gates,  Cornelius  Vander- 
bilt E.  T.  Jeffery,  Paul  .M.  Warburg,  Edwin  Gould,  Edgar  L.  .Marston, 
Kingdon  Gould,  E.  D.  Adams,  E.  B.  I'ryor,  S.  F.  Pryor,  C.  S.  Clarke  and 
R.  Lancaster  Williams  having  received  the  highest  number  of  the  votes 
cast  at  said  election  for  thirteen  directors,  the  undersigned  do  hereby 
declare  and  by  these  presents  do  certify  the  persons  last  above  named  to 
have  been  duly  elected  as  directors  of  The  Missouri  Pacific  Railway 
Company  for  the  ensuing  year. 

Jn  testimony  whereof  we  have  hereunto  set  our  hands  this  14th  day  of 

^larch,  A.  D.  1911. 

{Lilburn    G.    McNair, 
Chas.  P.  Stanley, 
H.    F.    Small, 

Inspectors. 

See  note  to  preceding  form. 

Form  1445. 
LIST  OF  STOCKHOLDERS— (NEW  JERSEY). 

Alphabetical  list  of  Stockholders,  at  closing  of  books  on  the   


day  of    ,   19.  . 

Shares. 
,\ame.  Residence.  Common.  Preferred. 


§  33  of  the  New  Jersey  Corporation  Act  requires  a  full,  true  and  com- 
plete list,  in  alphabetical  order,  of  all  the  stockholders  entitled  to  vote  at 
an  ensuing  election  with  the  residence  of  each  and  the  nundier  of  shares 
hold  bv  each  to  be  made  t-en  days  before  the  election  and  kept  at  the  prin 
cipal  office  and  to  be  open  to  inspection  of  any  stockholder  during  the 
usual  hours  of  business. 


1050    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1446. 
BALLOT  FOR  DIRECTORS. 

19 


I  hereby   vote  for   each   of   tlie  ])ersoiis   named   above   as   Directors   of 

,  to  be  elected  at  the  Annual  Meeting  of  its 

stockholders  held  on ,  19.  . .  .,  as  follows: 

of  its  shares  held  by  me  personally. 

of   its  shares  represented  by  me  as  proxy. 

Dated   ,  19 


(Signature  of  Party  Voting.) 

See  as   to  the   right   to   a   vote   for   each   share   of   stock   held,   Cook   on 
Corporations,   §609;  Clark  &  M.,  Corp.,  §§652,  6.53. 

Form  1447. 
BALLOT  FOR  OFFICERS. 

For  President. 

For  First  Vice-President. 

For  Second  Vice-President. 

For  Secretary. 

For  Directors   (To  Serve  Three  Years). 


Form  1448. 
BALLOT— (ANOTHER  FORM). 

Election  by    (stockholders  or   directors)    of    Company, 

held  the day  of ,  19 

Office.  Candidate.  Shares  Voted. 


(Stockholder  or  Director.) 


ANNUAL  MEETINGS  OF  STOCKHOLDERS.      1051 

Form  1449. 
NOTICE  OF  ELECTION  AS  A  DIRECTOR. 

,   i^-.-. 

To   

You  are  hereby  notified  that  on  the   day  of   , 

A.  D.  191.  .,  at  the  Annual  Meeting  of  the  Stockholders  of  The 

Company   held  at   No St.,    ,  you 

were  nominated  and  duly  elected  as  a  member  of  thp  Board  of  Directors 
of  The Company,  for  the  ensuing  year. 

Under  Section of  Article of  the  By-Laws  reading 

as    follows :    " " 

the  next   regular   meeting  of   the   Board   of   Directors   will   be   held  at   the 

office  of  the  Company,  No St., ,  at 

o'clock, M.,  on  the day  of  19 ,  for  the 

purpose  of  electing  the  following  oflBcers,  viz.:  President,  Vice-President, 
Secretary,  Treasurer,  etc.,  to  serve  for  the  ensuing  year,  and  for  the 
transaction  of  such  other  business  as  may  be  brought  before  the  meeting. 

i'lease  take  notice  of  the  above  and  send  to  this  office  your  written 
acceptance  of  your  election  as  a  member  of  the  Board  of  Directors. 

Yours,  etc., 


Secretary. 
See  as  to  the  qualifications,  which  may  be  prescribed  for  directors  by  by- 
law. Cook  on  Corporations,   §623;   Clark  &  M.,  Corp.,  §661. 

'     Form  1450. 
ACCEPTANCE  OF  ELECTION  AS  DIRECTOR. 

,   ,  19--.. 

To Company. 

I  hereby  acknowleilge  receipt  of  notice  of  my  election,  at  the  Annual 

Meeting  of  the  stockholders  of  The Company  held 

on  the day  of  ,  19....,  as  a  member  of 

the  Board  of  Directors  of  the  said  Company  to  serve  for  the  ensuing 
year,  and  I  hereby  accept  the  said  office  and  acknowledge  receipt  of 
notice  of  the   next   regular   meeting  of   the   Board   of   Directors   of   said 

The   Company,  and  consent  to  the  holding 

of  said  meeting  at  such  time  and  place,  and  waive  further  notice  thereof. 

Yours  truly. 


See  as  to  the  necessity  of  some  direct  or  positive  act  of  acceptance.  Cook 
on  Corporations,  §  624;  Clark  &  M.,  Corp.,  §  660. 

Form  1451. 

PUBLISHED  NOTICE  OF  ELECTION  OF  DIRECTORS 
AND  OFFICERS. 

The Company, 

Philadelphia.  Pa.,  .Tan.  18,  1913. 
At  the  Annual  Meeting  on  the  15th  instant,  the  following  stockholders 
were  elected  Directors: 


1052     CORPORATION  FORMS  AND  PRECEDENTS. 

,  for  a  term  of  3  years. 

,  for  a  term  of  3  years. 

,  for  a  term  of  3  years. 

,  for  a  term  of  2  years. 

,  for  a  term  of  2  years. 

f  for  a  term  of  2  years. 

,  for  a  term  of  1  year. 

,  for  a  term  of  1  year. 

I ,  for  a  term  of  1  year. 

,  for  a  term  of  3  years. 

,  for  a  term  of  2  years. 

,  for  a  term  of  2  years. 

,  for  a  term  of  3  years. 

,  for  a  term  of  1  year. 

,  for  a  term  of  1  year. 

And  at  a  meeting  of  the  Directors,  held  this  day,  the  following  officers 
were  unanimously  re-elected: 

,  President. 

,  Vice  President. 

,  Vice  President  and  General  Counsel. 

,  Vice  President. 

,  Secretary. 

,  Treasurer. 


,  Assistant  Secretary. 

Secretary. 

Form  1452. 

PUBLISHED  NOTICE  OF  ELECTION  OF  DIRECTORS 
AND  OFFICERS— (ANOTHER  FORM). 

Company 

Office :  Street. 

, ,  19.... 

At   the   Annual   Meeting   of   the   Stockholders   of   the 

Company,  held ,  19.  . .  .,  the  following  Directors  were 

elected  to  serve  three  years: 


At  the  meeting  of  the  Board  of  Directors,  held  this  date,  

was   elected   President;     ,    1st    Vice    President; 

,  2d  Vice  President  and  Treasurer;    

,  Secretary,  and ,  Assistant  Secre- 
tary. 


Secretary. 


CHAPTER  XX. 
PROXIES. 

Form  1453. 
PROXY  FOR  FIRST  MEETING  OF  INCORPORATORS. 

Know  All   -Men  by   These  I'reseuts, 

That  the  undersigned,  a  subscriber  for shares  of  the  capital 

stock  of  The Company,  a  corporation,  organized  under 

the  laws  of  the  State  of ,  do  hereby  make,  con- 
stitute and  appoint my  true  and  lawful  attorney  for 

me  and  in  my  name,  place  and  stead,  to  vote  upon  the  stock  subscribed 
for  by  me  or  standing  in  my  name,  as  my  proxy,  at  the  meeting  of  the 

Incorporators  of  said  The  Company  to 

be  held  at in on 191 .  . ,  or  on 

such  other  day  as  the  meeting  may  be  thereafter  held  by  adjournment  or 
otherwise,  according  to  the  number  of  votes  I  am  now  or  may  then  be 
entitled  to  cast,  hereby  granting  my  said  attorney  full  power  and  author- 
ity to  act  for  me  and  in  my  name  at  the  said  meeting  or  meetings,  in  the 
transaction  of  any  business  which  may  come  before  the  meeting,  as  fully 
as  I  could  do  if  personally  present. 

Witness  my  hand  and  seal,  this day  of ,  191. . 


[Seal] 


In  the  presence  of 


See  notes  to  Form  1455,  post. 

See  for  boadholders  proxy  Form  1764,  post. 


Form  1454. 
PROXY  FOR  ANNUAL  MEETING. 

The Companj'. 

I  hereby  make,  constitute  and  appoint   and   , 

or  either  of  them,  my  proxy,  to  vote  for  me  at  the  Annual  Meeting  of 

the   stockholders   of  the Company,   to   be   held    at    No. 

Street, ,  at M.,  on  the day  of 

,  A.  D.  19.  . .  .,  or  at  any  adjournment  thereof,  for  the 

election  of  directors,  and  for  the  transaction  of  such  other  business  as 
may  properly  come  before  said  meeting,  according  to  the  number  of  votes 
I  would  be  entitled  to  cast  if  personally  present. 

Witness  my  hand  and  seal  this day  of 19 ...  . 

.,, [Seal] 

For  form  of  notice  of  this  meeting  see  Form  1411,  supra. 

1053 


1054    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1455. 
PROXY  FOR  ANNUAL  MEETING  OF  STOCKHOLDERS. 

The Company. 

Know  all  men  by  these  presents,   That  the  Undersigned  stockholder  of 

the   Company,  hereby  constitutes  and  appoints 

, ,  and ,  or  either  of 

them,  the  attorney  and  proxy  of  the  Undersigned  to  attend  and  represent 

the  Undersigned  at  the  Annual  Meeting  of  the  stockholders  of  the 

Company  to  be  held  on  the day  of ,  191.  .,  and  at 

all  adjournments  thereof,  and  for  and  on  behalf  of  the  Undersigned  to 
vote  according  to  the  number  of  shares  of  stock  of  said  Company  which 
the  Undersigned  would  be  entitled  to  vote  if  there  personally  present,  hereby 
ratifying  and  confirming  all  that  said  attorneys  and  proxies  shall  do  in  the 
premises,  and  giving  and  granting  unto  said  attorneys  and  proxies  full 
power  of  substitution   and  revocation. 

Dated    . ,   191..  . 


Stockholder. 
Signed  in  the  presence  of 


See  as  to  the  right  to  vote  by  proxy  and  various  forms  thereof,  Cook 
on  Corp.,  §  610.     See,  also,  Clark  &  M.,  Corp.,  §  666. 

See  as  to  mistake  of  proxy  in  voting.  In  re  Mathiason  Mfg.  Co.,  122  Mo. 
App.  437. 

See  for  proxy  for  annual  meeting  held  not  to  be  broad  enough  to  author- 
ize proxv  to  vote  for  reorganization  of  corporation,  Farish  v.  Cieneguita 
Coppei-  Co.,  100  Pac.   (Ariz.)  781. 

See  for  right  at  eommon  law  to  vote  by  proxy  on  amendments.  In  re 
Schwartz  &  Gray,  77  N.  J.  L.  415. 

Form  1456, 

PROXY  FOR  ANNUAL  MEETING  TO  SEVERAL  PERSONS 
(NEW  JERSEY). 

Company 

Proxy  for  Annual  Meeting  of  February  6th,  1912. 
Know  All  Men  by  these  Presents,  That  the  undersigned  stockholder. . . . 
in Company  do hereby  constitute  and  appoint 

,    ,    and 

,   and   each   of   them,   the   lawful   attorneys,   agents 

and  proxies  of  the  undersigned,  with  power  of  substitution,  for  and  in 
the  name,  place  and  stead  of  the  undersigned,  to  vote  upon  all  stock, 
held  or  owned  by  the  undersigned,  at  the  Annual  Meeting  of  the  stock- 
holders of Company,  to  be  held 

at  the  office  of  the  said  company  in  Jersey  City,  N.  J.,  on  Tuesday,  the 
6th  day  of  February,  1912,  and  at  any  and  all  adjournments  thereof,  for 
the  transaction  of  any  and  all  business  that  may  come  before  the  meeting, 
including  considering  and  voting  upon  the  approval  and  ratification 
of  all  contracts,  acts,  proceedings,  elections  and  appointments  by  the 
Board  of  Directors  or  by  the  stockholders  since  the  last  annual  meeting 
of  the  company;    the   election  of   directors,  to   hold  office  until   the  next 


PROXIES.  1055 

annual  meeting  and  until  their  successors  shall  be  elected;  and  upon 
any  and  ail  matters  that  will  come  before  the  meeting  according  to  the 
number  of  votes  to  which  the  undersigned  would  be  entitled  if  then  per- 
sonally present,  hereby  revoking  any  proxy  or  proxies  heretofore  given 
to  vote  upon  such  stock  and  ratifying  and  confirming  all  that  saiil  at- 
torneys, agents  or  proxies  may  do  by  virtue  hereof.  A  majority  of  all  or 
of  any  of  said  attorneys,  agents  and  proxies  who  shall  be  present  and 
shall  act  at  the  meeting  (or  if  only  one  shall  be  present  and  act,  then 
that  one)  shall  have,  and  may  exercise,  all  of  the  powers  of  all  of  said 
attorneys,  agents  and  proxies  hereunder,  and  they  are  instructed  to  vote 
in  favor  of  the  approval  and  ratification  of  each  and  every  of  the  said 
contracts,  acts,  proceedings,  elections  and  appointments. 

Witness hand and    seal this day    of 

,  1912. 

Witness: 


[Seal.  J 


For  form  of  notice  of  this  meeting,  see  Form  1420,  supra. 

Form  1457. 

PROXY  TO  TWO  ATTORNEYS— ELECTION  OF 
DIRECTORS. 

I    ,  of ,  do  hereby  make,  constitute,  and 

appoint  William  Rockefeller  and  George  F.  Baker,  of  New  York  (or  either 
of  them),  my  lawful  proxies  and  attorneys  for  me  and  in  my  name, 
place,  and  stead,  to  appear  at  a  meeting  of  the  stockholders  of  the 
Delaware,  Lackawanna  and  Western  Eailroad  Company  to  be  held  at  the 
office  of  said  company,  at  26  Exchange  Place,  in  the  city  of  New  York, 
on  the  nineteenth  day  of  February,  A.  D.  1901,  and  then  and  there  to 
cast  the  number  of  votes  which  I,  as  holder  of  stock  in  said  company, 
shall  be  entitled  in  the  election  of  officers  and  managers  of  said  company. 

Witness  my  hand  and  seal  this day  of ,  A.  D. 

1901. 

[Seal] 

In  presence  of 


(Cook  on   Corporations    (6th   Ed.)    §  610.) 

Form  1458. 
PROXY  TO  SEVERAL  ATTORNEYS  (ANNUAL  MEETING). 

Know  all  men  by  these  presents,  that  the  undersigned  being  the  holder 
of  shares  in  The  Mackay  Companies,  does  hereby  constitute  and  ap- 
point Clarence  H.  IMackay,  William  "W.  Cook  and  George  G.  Ward, 
attorneys  and  attorney  of  the  undersigned,  with  power  of  substitution  to 
each,  for  and  in  the  name  of  the  undersigned  to  vote  upon  all  shares 
of  the  undersigned  in  The  I^Iackay  Companies  at  the  annual  meeting  of 
the  shareholilers,  to  be  held  at  5.3  State  Street,  Boston,  Massachusetts,  on 
the  15th  day  of  February,  1907,  and  on  such  other  day  as  the  meeting 
mav  thereafter  be  held  by  adjournment  or  otherwise,  with  all  the  powers 


1056     CORPORATION  FORMS  AND  PRECEDENTS. 

the  undersigned  would  possess  if  personally  present.  A  majority  of  said 
attorneys,  as  shall  be  present  and  shall  act  at  the  meeting  (or  if  only 
one  shall  be  present  and  act,  then  that  one),  shall  have  and  may  exer- 
cise all  the  powers  of  all  said  attorneys  hereunder. 


February ,  1907. 

(Cook  on  Corporations  (6th  Ed.),  §610.) 

Form  1459. 

UNITED    STATES    STEEL   CORPORATION— PROXY   FOR 
MEETING  FEBRUARY  17,  1902. 

Know  all  men  by  these  presents,  that  the  undersigned  

,  a  stockholder  in  United  States  Steel  Cor- 
poration, do  hereby  constitute  and  appoint  Abram  S.  Hewitt,  William  E. 
Dodge,  Francis  H,  Peabody,  Myles  Tierney  and  Henry  W.  de  Forest,  and 
each  of  them,  true  and  lawful  attorneys,  agents,  and  proxies  of  the  un- 
dersigned, with  all  power  of  substitution,  for  and  in  the  name,  place,  and 
stead  of  the  undersigned,  to  vote  upon  all  common  stock  and  all  pre- 
ferred stock,  or  either,  held  or  owned  by  the  undersigned,  at  the  first 
annual  meeting  of  the  stockholders  of  the  United  States  Steel  Corpora- 
tion, to  be  held  at  the  oflSce  of  said  corporation,  at  Hoboken,  New  Jersey, 
on  Monday,  the  seventeenth  day  of  February,  1902,  and  at  any  and  all 
adjournments  thereof,  for  the  transaction  of  any  and  all  business  that 
may  come  before  the  meeting,  including  considering  and  voting  upon  the 
approval  of  the  By-Laws  as  amended;  considering  and  voting  upon  the 
approval  and  ratification  of  all  contracts,  acts,  proceedings,  elections, 
and  appointments  by  the  board  of  directors  or  by  the  executive  com- 
mittee or  by  the  finance  committee  since  the  organization  of  the  cor- 
poration, including  the  agreements  with  Messrs.  J.  P.  Morgan  &  Co., 
syndicate  managers,  dated,  respectively,  March  1,  and  April  1,  1901,  and 
January  3,  1902,  the  last  being  the  agreement  of  final  settlement  and 
release,  which  are  referred  to  in  the  notice  of  said  meeting  and  in  the 
preliminary  report  to  stockholders;  the  election  of  eight  directors  to 
Hold  oflSce  for  three  years;  the  election  of  independent  auditors;  and 
upon  any  and  all  matters  that  may  come  before  the  meeting,  according 
to  the  number  of  votes  the  undersigned  would  be  entitled  to  vote  if  then 
personally  present,  hereby  revoking  any  proxy  or  proxies  heretofore 
given  to  vote  upon  such  stock,  and  ratifying  and  confirming  all  that  said 
attorneys,  agents,  or  proxies  may  do  by  virtue  hereof.  A  majority  of  all 
or  of  any  of  said  attorneys,  agents,  and  i)roxies  who  shall  be  present  and 
shall  act  at  the  meeting  (or  if  only  one  shall  be  present  and  act,  then 
that  one)  shall  have,  and  may  exercise,  all  of  the  powers  of  said 
attorneys,  agents  and  proxies  hereunder,  and  they  are  instructed  to  vote 
in  favor  of  the  re-election  of  the  present  directors  and  in  favor  of 
approving  the  amended  By-Laws  and  in  favor  of  the  approval  and  rati- 
fication of  each  and  every  of  said  three  agreements  and  said  contracts, 
acts,  proceedings,  elections  and  appointments. 


PROXIES.  1057 

Witness   hand  and  seal,  this   day  of   , 

1902. 

"Witness :   

[Seal] 

(Cook  on  Corporations  (6th  Kd.),  §610.) 

See  Forms  14i!3-14li.5,  for  notices  of  annual  nieetiugs  of  United  States 
Steel  Corporation. 

Form  1460. 
PROXY  OF  CORPORATION. 

Know  all  these  men  by  these  presents,  that  Atlantic  Trust  Company, 
Trustee,  hereby  nominates  and  appoints  Delaware  Securities  Company, 
a  corporation  e.xistinj^  under  the  laws  of  the  state  of  Delaware,  its  true 
and  lawful  attorney  for  it  and  in  its  name,  place  and  stead  to  vote  at 
any  regular  or  special  meeting  of  the  stockholders  of  the  Laflin  &  Rand 
Powder  Company,  a  corporation  existing  under  the  laws  of  the  State  of 
New  York,  all  of  the  stock  of  the  said  Laflin  &  Rand  Powder  Company 
now  or  hereafter  standing  in  the  name  of  the  said  Atlantic  Trust  Company 
as  trustees  under  the  provisions  of  the  trust  agreement,  dated  October  1. 
1902,  between  the  said  Delaware  Securities  Company  and  said  Atlantic 
Trust  Company,  trustee;  provided,  however,  that  this  proxy  shall  not  be 
used  for  the  purpose  of  voting  said  stock  in  any  way  inconsistent  with 
the  provisions  of  said  trust  agreement. 

In  witness  whereof,  the  said  Atlantic  Trust  Company,  trustee,  hath 
caused  these  presents  to  be  signed  by  its  president  and  its  corporate  seal 
to  be  hereto  affixed  this  8th  day  of  October,  1902. 

(Signed)   Atlantic  Trust  Company, 

[Se.\l]  By  L.  V.  F.  Randolph,  President. 

Attest : 

Benjamin    Strong,   Jr.,   Secretary. 

The  above  form  of  proxy  is  found  and  was  considered  in  Delaware  Securi- 
ties Company  v.  Metropolitan  Trust  Co.,  146  Fed.  600,  where  will  be  found 
extracts  from  an  agreement  under  which  shares  of  stock  were  deposited  in 
trust.  f 

Form  1461. 
PROXY  OF  CORPORATION— (ANOTHER  FORM). 

We,  the  United  Lumber  Company  of  Springfield,  Mass.,  hereby  consti- 
tute and  appoint  W.  J.  Edwards  our  true  and  lawful  attorney  in  fact  to 
vote  the  three  hundred  and  sixty  shares  of  stock  in  the  Builders '  Lumber 
Company,  a  corporation  chartered  under  the  laws  of  North  Carolina,  at  a 
meeting  of  the  stockholders  of  said  Company  called  to  be  held  at  Sanford, 
North  Carolina,  on  Thursday,  January  5th,  1905,  or  at  any  time  or  place 
to  which  said  meeting  may  be  adjourned  with  full  power  of  substitution  and 
revocation.  Hereby  ratifying  and  approving  of  all  acts  done  by  our  said 
attorney  in  fact  in  the  premises,  as  if  we  were  in  person  doing  and  per- 
forming the  same. 

Given  under  our  hand  and  seal  this  second  day  of  January,  1905. 

The  United  Lumber  Company,     [Se.\l] 
By  George  F.  Alexander,  Treasurer  and  Mgr. 

See  In  re  Builders'  Lumber  Co.,  148  Fed.  244,  where  there  will  also  be 
found  several  resolutions  of  stockholders  and  directors  authorizing  the  execu- 
tion of  a  mortgage. 


1058     CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1462. 

PROXY  FOR  SPECIAL  MEETING  OF  STOCKHOLDERS 
TO  INCREASE  CAPITAL  STOCK. 

Ivnow    all    men    by    these    presents,    that    I,     

do  hereby  nominate  and  appoint and my  true  and 

lawful  attorneys  for  me  and  in  my  name,  at  the  special  meeting  of  the 

stockholders    of to    be    held    at in    the 

city  of , ,  on 19.  . .  .,  at  ....  o'clock 

M.  of  said  day,  and  at  any  and  all  adjournments  of  said  meeting,  to 

vote  upon  all  the  stock  of owned  or  held,  or  standing 

in  my  name,  or  upon  which  for  any  reason  I  am,  or  shall  be  entitled  to 
vote,  upon  any  and  all  questions  and  business,  and  particularly  to  vote  in 

favor  of  the  increase  of  the  capital   stock   of from 

$ to  $ ,  with  full  power  and  authority  to  act  for  me 

and  in  my  name  at  said  meeting  or  meetings  in  voting  for  such  increase 
of  the  capital  stock,  or  in  the  transaction  of  such  other  business  as  may 
properly  come  before  the  meeting,  as  fully  as  I  could  do  if  personally 
present  and  acting.  If  only  one  of  said  attorneys  shall  be  present  at  any 
such  meeting  or  adjournment,  then  the  one  so  present  or  acting  shall  have 
and  may  exercise  all  the  power  and  authority  hereby  granted  to  said 
attorneys  jointly.  Each  of  said  attorneys  may  substitute  for  himself  as 
such  attorney,  any  other  person,  including  his  associate  above  named, 
and  revoke  such  substitution,  and  any  substitute  so  appointed  shall  have 
all  the  rights,  power  and  authority  that  the  person  appointing  him  would 
have  possessed  but  for  such  substitution. 

Witness  my  hand  and  seal  this day  of 19 ... . 

[Seal] 

In  the  presence  of: 


See  as  to  the  necessity  of  specifying  in  a  proxy  the  right  to  vote  upon 
extraordinary  matters,  Cook  on  Corporations,  §610;  Clark  &  M.,  Corp., 
§  656k. 

Form  1463. 

PROXY  FOR  SPECIAL  MEETING  TO  INCREASE  STOCK 
AND  AMEND  CHARTER. 

Know  All  Men  by  These  Presents,  That  the  undersigned  stockholder 
of  Booth  Fisheries  Company  hereby  constitutes  and  appoints  A.  B.  Car- 
penter, or  (failing  him)  K.  L.  Ames,  or  (failing  him)  W.  G.  Weil,  or  such 
person  or  persons  as  they  or  the  survivors  of  them  may  substitute  and 
appoint  proxy  and  attorney  for  and  in  the  name,  place  and  stead  of  the 
undersigned  to  appear,  vote  and  act  as  the  proxy  of  the  undersigned  at 
the  Special  Meeting  of  the  stockholders  of  the  said  company,  to  be  held 
on  the  13th  day  of  February,  1912,  and  also  at  the  regular  Annual  Meeting 
of  the  stockholders  of  said  company  to  be  held  on  the  same  date,  and  at 
any  adjournment  or  adjournments  of  said  meeting  or  meetings,  on  all 
shares  of  the  capital  stock,  either  common  or  preferred,  of  the  said 
company  standing  in  the  name  of  the  undersigned,  or  on  which  the 
undersigned  may  be  entitled  to  vote,  and  with  all  the  powers  which  the 


PROXIES.  1059 

undersigned  would  possess  if  personally  present  at  smli  speeial  and 
annual  meetings,  and  any  and  all  adjournnieuls  thereof,  hereby  ratifying 
ail  which  said  Attorney  and  Proxy  yhall  lawfully  do  in  voting  and  acting 
as  proxy  of  the  undersigned  upon  the  questions  of  amending  the  charter 
of  the  corporation  in  various  particulars;  of  increasing  the  capital  stock 
of  this  company;  of  creating  an  authorized  issue  of  eight  million  dollars 
($8,000,000)  of  first  preferred  stock  of  the  company;  of  causing  the 
present  issue  of  two  million  dollars  ($L',0()0,000)  of  preferred  stock  to 
become  a  second  preferred  stock,  with  the  rights  on  the  part  of  the 
liolders  thereof  to  exchange  the  same  for  first  preferreil  stock,  the 
amount  of  such  first  preferred  stock  so  issued  in  exchange  for  said  second 
preferred  stock  to  be  in  addition  to  the  eight  million  dollars  ($8,000,000) 
of  first  preferred  stock  so  proposed  to  be  created;  and  to  make  all  other 
amendments  to  the  certificate  of  incorporation  and  by-laws  of  this  com- 
pany, referred  to  in  the  notice  of  the  said  special  meeting;  and  also 
hereby  ratifying  all  which  said  Attorney  and  Proxy  shall  lawfully  do  in 
voting  and  acting  as  proxy  of  the  undersigned  at  such  Special  and 
Annual  Meetings,  and  any  and  all  adjournments  thereof,  upon  all  matters 
which  may  properly  come  before  the  stockholders  thereat  for  considera- 
tion and  action.  All  proxies  heretofore  given  in  this  behalf  are  hereby 
revoked. 

Given  at this of 1912. 


Witness: 


Please  sign  and  date  the  foregoing  proxy,  have  your  signature  witnessed 
and  mail  in  the  enclosed  envelope.  Of  course,  if  you  are  able  to  be  present 
in  person  the  proxy  will  not  be  used. 

See  for  increase  of  capital  stock,  Cook  on  Corporations,  §§42,  70,  280- 
289,  498  note,  559,  614;   Clark  &  M.,  Corp.,  §§  407-410. 

See  for  forms  relating  to  increase  of  stock.  Chapter  XXXII,  post. 

Form  1464. 

PROXY  FOR  PROCEEDINGS  TO  DISSOLVE  CORPORA- 
TION— (NEW  JERSEY). 

Know  All  Men  by  Those  Presents,  That  I,    

of  the  city  and  county  of ,  State   of , 

being  the  owner  of  ten  (10)  shares  of  the  capital  stock  of  the 

Company,  a  corporation  organized  and  existing  under  and  by  virtue  of 
the  laws  of  the  State  of  New  Jersey,  do  hereby  make,  constitute  and 

appoint of  the  city  and  county  of ,  and 

State  of my  lawful  attorney  for  me  and  in  my  name 

to   consent   to    the    dissolution    of    the    said Company,   a 

New  Jersey  corporation,  by  the  unanimous  consent  of  its  stockholders, 
and  for  said  purpose  to  sign  my  name  under  seal  to  the  certificate  of 
dissolution  by  unanimous  consent  of  all  stockholders,  as  provided  by  "An 
Act  Concerning  Corporations,  (Revision  of  1896)";  hereby  giving  my 
attorney  full  power  to  do  everything  whatsoever  requisite  and  necessary 
to  be  done  in  the  premises  as  fully  as  I  could  do  if  personally  present, 


1060    CORPORATION  FORMS  AND  PRECEDENTS. 

with  full  power  of  substitution  and  revocation,  and  hereby  ratifying 
and  confirming  all  that  my  said  attorney  or  his  substitute  shall  lawfully 
do  or  cause  to  be  done  by  virtue  hereof. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  seal  this 

day  of  ,  A.  D.  19 

[Seal] 

Signed,  Sealed  and  Delivered  in  the  Presence  of: 

See  as  to  dissolution  of  corporations,  Cook  on  Corporations,  §  G28  et  seq.; 
Clark  &  M.,  Corp.,  S§  302-8;54. 
See  Chapter  XXXIV,  post. 

Form  1465. 

PROXY  TO  SEVERAL  ATTORNEYS— (SPECIAL 
MEETING). 

Know  All  Men  by  These  Presents,  That  the  undersigned,  stockholder 
in  the  American  Telephone  and  Telegraph  Company,  does  hereby  con- 
stitute   and    appoint and attorneys    of    the 

undersigned,  with  power  of  substitution  to  each,  for  and  in  the  name  of 
the  undersigned  to  vote  upon  ail  stock  of  the  undersigned  in  the  American 
Telephone  and  Telegraph  Company  at  the  special  meeting  of  the  stock- 
holders of  said  company  to  be  held  on  Thursday,  the  twenty-first  day  of 
December,  1905,  for  the  purpose  of  acting  upon  the  question  of  authoriz- 
ing the  issue  of  convertible  bonds,  and  at  any  adjournment  of  said 
meeting,  with  all  the  powers  the  undersigned  would  possess  if  personally 
present.  A  majority  of  such  of  said  attorneys  as  shall  be  present  and  shall 
act  at  the  meeting  (or  if  only  one  shall  be  present  and  act,  then  that  one) 
shall  have  and  may  exercise  all  of  the  powers  of  all  of  said  attorneys 
hereunder. 

December 1905. 


(Cook  on  Corporations  (6th  Ed.),  §010.) 

Form  1466. 
PROXY  FOR  LIMITED  PERIOD. 

Know  All  Men  by  These  Presents,  That  T,    of 

hereby   appoint to    be    my   substitute 

and  proxy  for  me  and  in  my name  and  behalf  to  vote  at 

any  election  by  the  stockholders  of  the Company  for 

directors,   or  other  purposes,  occurring  within    months   from 

the  date  hereof,  and  also  to  vote  on  any  and  all  matters  and  questions 
which  may  bo  presented  and  considered  at  any  annual  or  special  meeting 
of  the  stockholders  of  said  company  occurring  within  said  period,  as  fully 

and  with  like  effect  as  I, might  or  could  have  done  if 

I  had  been  personally  present  and  voting  thereat. 

In  witness  whereof,  I, have  hereunto  set  my 

hand  and  seal  this day  of ,  19 ...  . 

Witness: 

[Seal] 

(Cook  on  Corporations  (Cth  Ed.),  §  610.) 


PROXIES.  1061 

Form  1467. 
SUBSTITUTION  OF  PROXY. 

Know  All  Meu  by  Tliese  Presents,  That 

Whereas,  certaiu  stockholders  of  The Corporation   (a 

corporation    organized    and    existing    under    the    laws    of    the    State    of 

),  whose  names  are  contained  in  a  document   hereto 

attached,  marked  Exhibit  "A"  and  made  a  part  hereof,  under  the  head- 
ing "Names  of  Stockholders  Giving  I'roxies  Referred  to  in  Foregoing 
Instrument  of  Substitution,"  heretofore,  to-wit:  on  the  dates  set  opposite 
their  respective  names  in  said  document,  did  each  respectively  duly  make 

and   execute   to.  .' and of   the   city   of 

and  each  of  them  severally,  a  certain  proxy  to  vote  upon  the  stock  of 

said  The Corporation  owned  or  held  by,  or  standing  in 

the  name  of  the  stockholder  giving  the  proxy,  at  the  annual  meeting  of 

the  stockholders  of  said  The Corporation,  to  be  held  at 

the  Company's  principal  office,  No Street,  in   

on  the day  of 19. . .  .,  at o'clock  in  the 

,  and  on  such  other  day  or  days  as  the  meeting  might  be 

thereafter  held  by  adjournment  or  otherwise,  the  printed  blank  form  of 
said  proxy  so  made  and  executed  by  said  respective  stockholders  being 
hereto  attached,  marked  Exhibit  "B"  and  made  a  part  hereof. 

Now,  Therefore,  These  Presents  Witness,  That  I,  the  said 

one  of  the  attorneys  referred  to  in  said  proxies,  by  virtue  and  in  execu- 
tion of  the  power  of  substitution  and  in  execution  of  the  authority  in 
that  behalf  contained  in  the  said  proxies  so  duly  made  and  executed  by 
the    aforesaid    stockholders,     and    of    all     other     authority    me    hereunto 

enabling,  do  hereby  constitute  and  appoint    and   , 

of  the  city  of ,  and  each  of  them  severally,  as  my  substitutes  and 

substitute  and  to  be  the  attorneys  and  attorney  jointly  and  separately  of 
my  said  principals  whose  names  are  contained  in  said  Exhibit  "A,"  to 
vote  on  all  shares  of  stock  standing  in  the  names  of  my  said  principals 

on  the  books  of  said  The Corporation,  at  the  meeting 

of  the  stockholders  of  The   Corporation,  to  be  held  at 

the  Company 's  principal  office,  No Street,  in   on 

the day  of ,19 ,  at o'clock  M., 

which  said  meeting  is  an  adjournment  of  the  annual  meeting  of  the 
stockholders  of  the  said  corporation  referred  to  in  said  proxies    (which 

said  annual  meeting  was  to  be  held  on ,19 ,  at o  'dock 

in  the )  and  on  such  other  day  or  days  as  the  meeting 

may  be  thereafter  held  by  adjournment,  or  otherwise  (it  being  my 
intention  that  such  right  to  vote  sliail  extend  to  any  adjournment  of  said 
annual  meeting,  and  such  right  is  hereby  given),  with  the  same  powers, 
force  and  effect  as  if  1  were  personally  present  and  voting,  and  as  fully 
and  effectually  as  my  said  principals  respectively,  or  I,  the  undersigned, 
might  or  could  have  done  if  personally  present,  and  as  they,  the  said 
substitutes  and  attorneys,  or  either  of  them,  might  or  could  have  done  if 
they  had  been  appointed  the  attorneys  jointly  and  severally  of  my  said 
j)rincipals  respectively  in  and  by  the  aforesaid  proxies  instead  of  me;  I, 
tht;  said   hereby  confirming  and  agreeing  to  confirm  what- 


1062     CORPORATION  FORMS  AND  PRECEDENTS. 

soever  my  said  substitutes  jointly,  or  either  of  them  separately,  shall 
lawfully  do,  or'  cause  to  be  done  by  virtue  hereof. 

"Witness  my  hand  and  seal  this day  of ,  A.  D.  19 

[Seal] 

In  the  presence  of: 


EXHIBIT  "A." 

Names  of   Stockholders  giving   I'roxies  referred  to   in   foregoing  instru 
ment  of  substitution. 

Date  of  Proxy. 


(Also  attach  Exhibit  "B,"  being  form  of  original  proxy.) 

Form  1468. 
FORM  OF  REVOCATION  OF  PROXY. 

Know   All   Men  by   These   Presents,   That   T,    , 

being  the  owner  of shares  of  stock  in  the 

Company,  a  corporation   organized   and   existing  under  the   laws   of  the 

State  of   ,  do  hereby  revoke  and  annul  a  certain  proxy 

dated  ,  19. . . .,  heretofore  given  by  me  to   

and  also  any  and  all  proxies  or  powers  of  attorney  heretofore  at  any 
time  given  by  me  as  far  as  the  same  may  authorize  or  empower  any  per- 
son or  persons  to  vote  in  my  name  and  stead,  or  act  for  me  in  any  way 
or  manner  whatsoever  at  any  meeting  or  meetings  whatsoever  of  the 
stockholders  of  said   Company. 

"Witness  my  signature  and  seal  this day  of ,  19 .  . . . 

[Seal] 

In  presence  of 


See  as  to  the  revocation  of  proxies,  Cook  on  Corp.,  §610;  Clark  &  M., 
Corp.,  §  656m. 

See  as  to  effect  of  giving  two  {)roxies  ami  revocation  of  proxy  by  a 
later  one.     Pope  v.  Whitridge,  110  Md.  468. 


CHAPTER  XXI. 
DIRECTORS'  MEETINCiS. 

Form  1469. 

MINUTES  OF  DIRECTORS'  MEETING  TO  ACT  UPON  A 
CONTRACT,  AND  TRANSACT  OTHER  BUSINESS. 

Minutes  of  a  meeting  of  the  Board  of  Directors  of  The   

Company,  held  at Street, , ,  on  the 

day  of ,  A.  D.   19 at   o'clock   M. 

There  were  present  at  said  meeting:     Messrs 

' being  all  of  the  directors  of  said   Company. 

An  agreement  and  written  waiver  of  notice,  signed  by  all  of  the  direct- 
ors, was  read,  the  original  copy  of  which  is  herein  inserted  and  is  as 
follows: 

We,  the  undersigned,  being  all  of  the  directors  of  The 

Company,  a  corporation  created  under  the  laws  of  the  State  of , 

do    hereby    consent   and   agree   to    hold   a    meeting   of   the   said    Board   of 

Directors  at    ,   No Street,  in  the 

City  of  Chicago,  County  of  Cook,  and  State  of  Illinois,  on  the 

day  of ,  A.  D.  19 ,  at o'clock  in  the 

noon,   for   considering   and   acting   upon   a   certain   proposition   made   by 

,  of  the  City  of  Chicago,  County  of  Cook,  and 

State  of  Illinois,  to   ;   and  for  the  transaction   of  any   other 

business  which   may  be  legally  done  at  said  meeting  of  directors. 

And  we  do  further  agree  and  consent  to  the  transaction  of  such,  business 
as  may  come  br-fore  the  meeting. 

Witness  our  hands  and  seals,  this day  of ,  A.  D.  19.  . . 

[Seal] 

[Seal] 

[Seal] 

The  meeting  was  called  to  order  by  the  President. 

Upon  motion,  the  following  resolution  was  unanimously  adopted: 

Whereas,    The    Company,    a    corporation    organized    and 

existing  under  and  by  virtue  of  the  laws  of  the  State  of  New'  Jersey, 

has   subscribed  for    ( )    shares  of   the   capital   stock 

of  this  Company,  and  has  paid  into  the  Treasury  the  sum  of 

($ )  in  cash,  in  full  payment  at  par  of  the  said ( ) 

shares  of  stock  so  subscribed  for; 

Resolved,  That  the  President  and  Secretary  issue  and  deliver  to  The 

Company,    ( )    shares  of  the   stock 

of  this  Company,  fully  paid  and  non-assessable. 

Thereupon,  Mr tendered  his  resignation  as  Sec- 
retary and  Treasurer  and  Director  of  the  Company,  by  the  following 
communication : 

1063 


1064    CORPORATION  FORMS  AND  PRECEDENTS. 

Chicago,  111.,    ,   19 

To  the  Board  of  Directors  of  The Company : 

Gentlemen:  I  hereby  tender  my  resignation  as  Secretary  and  Treas- 
urer, and,  also,  as  a  member  of  the  Board  of  Directors  of  the  Company, 
and  request  that  the  same  be  acted  upon  at  once. 

Since  I  have  come  into  this  meeting,  I  have  assigned,  transferred,  and 

set  over  unto of , , 

,  all  my  right,  title,  and  interest  in  and  to  the  one  (1)  share 

of  stock   in   The   Company  for  which   I   subscribed,  and 

I  no  longer  have  any  interest  in  the  stock  of  The Company. 

[Signed]    

On  motion  of  Mr ,  the  following  resolution  was 

unanimously  adopted: 

Eesolved,  That  the  resignation  of  Mr as  Secretary 

and  Treasurer,  and  a  member  of  the  Board  of  Directors  of  this  Company, 
be  accepted,  and  that  his  letter  of  resignation  be  placed  on  file. 

Thereupon,  Mr moved  that  the  meeting  proceed 

to  the  election  of  a  director  to  fill  the  vacancy  caused  by  the  resigna- 
tion of  Mr and  nominated  Mr to  succeed 

jNIr Mr received  the  unanimous  vote  of 

all  the  directors  for  director  to  fill  the  vacancy  caused  by  the  resigna- 
tion  of   Mr ,   and   Mr ,   being  present, 

and  having  become  qualified  to  act  as  a  director  of  the  Company  by  the 
transfer   to   him    of   the   stock   of   this   Company   formerly   owned   by   Mr. 

,  immediately  entered  upon  the  discharge  of  his  duties 

as  a  director. 

Mr then  moved  that  the  Board  proceed  to   the   election 

of  a  Secretary  and  Treasurer  of  the  Company,  and  it  was  seconded  by 
Mr and   unanimously   carried. 

Mr then  nominated  Mr for  Secretary 

and  Treasurer,  for  the  year  ending  at  the  next  annual  election.  No 
other  nominations  were  made.     The  nominations  were  declared  closed; 

an  election  was  then  held  by  ballot.     Mr received  the 

vote  of  all  the  directors  present  for  Secretary  and  Treasurer,  and  was 
thereupon  declared  to  be  duly  elected,  and  being  present,  accepted  his 
election  and  at  once  entered  upon  the  discharge  of  his  duties  as  Sec- 
retary and  Treasurer. 

The  minutes  of  the  directors '  meeting,  held  on  the day 

of  ,  A.  D.  19 . . . . ,  at  the  hour  of o  'clock  ....  M., 

were  then  read  by  Mr ,  and  on  motion  of  Mr 

duly  made  and  seconded,  it  was  resolved  that  such  minutes,  which  read 
as  follows: 

(Insert   copy   of   Minutes.) 
be  approved,   ratified   and   confirmed   by  the  Board   of  Directors  of  this 
Company. 

Upon  motion  duly  made  and  seconded  it  was  unanimously  resolved 
that  this  Company  accept  the  offer  of  to  assign,  trans- 
fer, and  set  over  the  contract  and  the  claim  of  the  said   

against   ,  doing  business  as  ,  described  in 


DIRECTORS'  MP:p:TINGS.  1065 

the   draft   agreement   presented   at   this   meeting,  a   copy   of   which   said 
agreement  is  in  words  and  figures  following,  towit: 
(Insert  copy  of  Agreement.) 

And  that  the  Board  of  Directors  do  hereby  adjudge  and  declare  that 

the  said  contract  and  the  said  claim  of  the  said   against  the 

said    ,  doing  business  as    ,  is  of  the  fair  value 

of    Dollars   ($ ),  and  that  the  same  is  necessary 

for  the  business  of  this  Company. 

Further  resolved,  That  the  president  and  treasurer  be,  and  they  are 
hereby  authorized  and  directed  to  execute  said  agreement  on  behalf 
of  the  Company  and  issue  certificates  of  the  fully  paid  capital  stock  of 

this  Company  to  the  aggregate  amount  of dollars  ($ ) 

to    as   provided   in   said   agreement;    and    to   execute   the 

promissory  note  of  this  Company  for  the  sum  of    Dollars 

($ ),   payable   to   the   order   of   the   said    ,   four    (4) 

months  after ,  A.  D.  19 ,  with  interest  at  six  per  cent. 

(6%)  per  annum  as  provided  by  said  agreement. 

Upon  motion  duly  made  and  seconded,  the  following  resolutions  were 
unanimously  adopted: 

Be  it  resolved,  by  the  Board  of  Directors  of  this  Company,  that  esti- 
mates of  the  cost  of  all  work  on  which  propositions  may  be  submitted, 
shall  be  prepared  by  the  President  or  Secretary,  or  by  some  person 
specifically  appointed  by  them,  and  when  completed  shall  be  entered 
by  the  Secretary  in  a  book  specially  kept  for  that  purpose,  and  no  propo- 
sition shall  be  submitted  until  such  estimate  shall  have  been  prepared 
and  checked  by,  or  submitted  to,  the  President  or  Secretary. 

Be  it  further  resolved,  That  all  orders  for  material  shall  be  given 
in  writing,  and  shall  be  given  by  the  President  and  Secretary,  or  by 
either  one  of  them  acting  with  the  consent  of  the  other,  and  that  ho 
order  shall  be  valid  except  when  signed  bj'  the  President  or  Secretary. 
Copies  of  all  orders  for  material  shall  be  preserved  in  a  book  specially 
kept  for  that  purpose. 

Be  it  further  resolved.  That  all  contracts  for  the  performance  of 
work  shall  be  valid  and  binding  on  the  Company  only  when  signed  by 
the  President  or  Vice-President  and  by  the  Treasurer  or  Secretary.  No 
employe  of  the  Company  shall  have  authority  to  make  or  execute  any 
contracts  for  work. 

(Here  insert  record  of  other  business  transacted.) 
Upon   motion,   duly  made  and   seconded,   the  meeting   adjourned. 


Secretary. 

We,  the  undersigned,  being  all  of  the   directors  of  The    

Company,  a  corporation  created  under  the  laws  of  the  State  of , 

having  read  the  foregoing  minutes  of  the  meeting  of  the  directors  of 
said  The  Company,  do  hereby  approve,  ratify,  and  con- 
firm all  that  occurred  at  said  meeting. 

Witness  our  signatures  and  seals,  this   day  of   , 

^•^•^^••••^  [SEAL] 

[Seal] 

[Seal] 

The  above  form   of  minutes  of  directors'   meeting  is,  of  course,  merely 


1066    CORPORATION  FORMS  AND  PRECEDENTS. 

suggestive,  but  will  afford  a  general  idea  of  the  manner  in  which  such 
minutes  should   be  prepared  and   the    meetings  condiu-ted. 

For  other  forms  of  minutes  of  direetors'  meetings,  see  Index,  post,  title, 
Minutes  of  Directors'  Meetings. 

See  generally  as  to  meetings  of  directors  and  the  formalities  thereof,  Cook 
on  Corporations.  §§  713a,  7]4;   Clark  &  M.,  Corp.,  §§676-683. 

See  generally  as  to  corporate  minute-books,  Cook  on  Corporations,  §714; 
Clark  &  M.,  Corp.,  §  683. 

Form  1470. 
WAIVER  OF  NOTICE  AND  CONSENT  TO  MEETING. 

We,  the  undersigned,  directors  of  The Company,  a  corpora- 
tion organized  and  existing  under  the  laws  of  the  state  of , 

do  hereby  severally  Avaive  notice  of  the  time,  place,  and  purpose  of  a  spe- 
cial meeting  of  the  Board  of  Directors  of  the  said  Company,  and  consent 

that  the  same  be  held  at on  the day  of 

,  19 ,  at M.,  and  we  do  further  consent  to  the 

transaction  of  all  business  that  may  come  before  the  meeting,  including 
(here   state  particular  business  to  be   transacted). 

Dated   ,  19 


For  other  forms  of  waiver  of  notice,  see  Fornvs  173,  1149-1152,  1156, 
suj)r(u 

See  as  to  waiver  of  notice  of  directors'  meeting.  Cook  on  Corporations, 
§713a;  Clark  &  M.,  Corp.,  §680;  Las  Uvas  Co.  v.  Davis,  .35  App.  D.  C. 
372;  Stafford  Springs  St.  Ey.  Co.  v.  Middle  Kiver  Mfg.  Co.,  80  Conn.  37. 

Form  1471. 
NOTICE  OF  CALL  OF  SPECIAL  MEETING  OF  DIRECTORS. 

,  19.--- 

To    ,    ,    ,   and    , 

Directors  of  The  Company. 

I  hereby  notify  you  that  pursuant  to  the  authority  vested  in  me  as 

President  by  the  by-laws  of  The Company,  I  hereby  call  a 

special  meeting  of  the  Board  of  Directors  of  The Com- 
pany, to  be  held  at  the  office  of  the  Company  at  No 

St., ,  on  the   day  of   ,  A.  D.  19 .... , 

at o'clock M.,  for  the  purpose  of  considering  and  acting 

upon  a  certain  proposition  made  by ,  of  the  City  of , 

County  of  ,  and  State  of  ;  and  for  the  trans- 
action of  any  and  all  other  business  which  may  be  legally  done  at  such 
meeting.     Of  which  you  will  take  due  notice. 

[Signed]    

President. 

See  preceding  form  and  notes  thereunder. 

See  generally  as  to  calls  of  meetings  of  directors,  and  the  necessity  of 
notice  of  meetings.  Cook  on  Corporations,  §  713a;  Clark  &  M.,  Corp.,  §  680. 

Unless  the  notice  specifies  the  business  to  be  transacted  only  the  ordinary 
business  affairs  of  the  corporation  may  be  transacted.  Cook  on  Corporations, 
§713a;  Clark  &  M.,  Corp.,  §680. 

The  notice  must  be  given  a  reasonable  time  before  the  hour  of  the  meet- 


DIRECTORS'  MEhrriNGS.  10G7 

ing  and  the  mode  of  service  must  be  reaaoiiahle,  Cook  ou  Corporations, 
§  713a;  Clark  &  M.,  Corp.,  §  680. 

If  notice  is  prL'i)erly  given,  a  majority  of  the  board  is  a  quorum  and  a 
majority  of  such  majority  may  bind  the  boani,  ('ook  on  Corporations, 
§7i;{a;   Clark  &   M.,  (  orp.,   S  (jhU.  , 

See  as  to  necessity  of  notice  of  meeting  of  directors,  Hayes  v.  Canadian, 
etc.,  S.  S.  Co.,  l.Hl  Fed.  Ii89;  McCormick  v.  Unity  Co.,  14li  111.  App.  15'J; 
Hero  V.  Consumers'  Lundjer,  etc.,  Co.,  1-3  La.  3G9 ;  Illinois  Commercial 
Men's  Ass'u  v.  Perrin,  1.'59  11!.  App.  543. 

See  as  to  quorum,  Hayes  v.  Canadian,  etc.,  S.  S.  Co.,  181  Fed.  289;  West- 
ern Cottage  Piano  &  Organ  Co.  v.  Burrows,  144  111.  App.  '.iM;  Sturndorf  v. 
Samurai  Co.,  121  N.  Y.  Supp.,  217;  Paxton  v.  Heron,  41  Colo.  147;  El 
Cajon  Portland  Cement  Co.  v.  Wentz   Engineering  Co.,   1(55   Fed.  619. 

See  generally  as  to  the  powers  of  the  board  of  directors,  Cook  on  Corpora- 
tions, §i?  712-714;  Clark  &   M.,  Corp.,  SS  6H9-G96. 

The  I^)ard  of  Directors  must  act  as  a  board,  duly  notified  and  a  major- 
ity thereof  assembled.  Cook  on  Corporations,  §§  712-713a;  Clark  &  M.,  Corp., 
§§  677,  690. 

Form  1472. 

RESOLUTION  OF  BOARD  APPOINTING  GENERAL 
MANAGER. 

Eesolved,  That  Mr ,  of,  etc.,  be  hereby  appointed  gen- 
eral manager  of  the  company  in  accordance  with  the  terms  contained  in 
a  draft  agreement  proposed  to  be  made  between  the  company  of  the  one 

part   and  the  said   Mr of  the   other   part,  and   that   the 

company   execute   such   agreement    accordingly. 

See  generally  as  to  the  powers  of  a  general  manager,  Cook  on  Corporations, 
§§  719,  726;  Clark  &  M.,  Corp.,  §  700. 

See  as  to  general  manager,  Booker-Jones  Oil  Co.  v.  National  Refining  Co., 
132  S.  W.   (Tex.)   815,  131  S.  W.  623. 

See  as  to  removal  of  general  manager,  Magpie  Gold  Mining  Co.  v.  Sher- 
man, 23  S.  D.  232. 

Form  1473. 
RESOLUTION  OF  BOARD  APPOINTING  SOLICITORS. 

Resolved,  That   Messrs and    be   hereby 

appointed  to  act  as  solicitors  to  the  company,  and  that  they  be  paid 
the  ordinary  professional  charges  for  their  services  as  such  solicitors. 

Form  1474. 

RESOLUTION  OF  BOARD  APPOINTING  AUDITOR  TO 
FILL  CASUAL  VACANCY. 

Resolved,  That  Mr ,  of,  etc.,  be  hereby  appointed  an 

auditor  of  the  company,  in  the  place  of  Mr ,  deceased  (or, 

■who  has  resigned),  until  the  next  annual  meeting  of  the  company,  and 
that  the  remuneration  for  his  services  be  the  sum  of  $ 


1068     CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1475. 
RESOLUTION  REMOVING  AUDITOR. 

Eesolved,  That  Mr ^.  .  .   be  removoil  frorii  liis  office  as  one 

of  the  auditors  of  the  company,  and  that  Messrs and   

continue  to  act  as  the  sole  auditors  of  the  company. 

See  generally  as  to  the  removal  of  corporate  officers,  Cook  on  Corpora- 
tions,  §711;   Clark  &   M.,  Corp.,   §666. 

Form  1476. 
RESOLUTION  CONFIRMING  PREVIOUS  MINUTES. 

Eesolved,  That  the  minutes  of  the  meeting  held  on  the    day 

of   be  confirmed. 

Form  1477. 

RESOLUTION  TO  AUTHORIZE  THE  EXECUTION  OF 
A  CONTRACT 

Eesolved,  That  the  President  and  Secretary  are  hereby  authorized 
and  instructed  to  enter  into  a  contract  in  the  name  of,  and  on  behalf 

of  this  Company,  with   for  the  erection   of   , 

the  construction  thereof  to  be  in  accordance  with  plans  and  specifica- 
tions on  file  in  the  office  of  this  Company,  and  for  the  price  and  upon 
the  terms  of  payment  contained  in  the  written  proposition  submitted  by 
the  said on  the day  of ,  19 ...  . 

See  generally  as  to  the  power  of  the  board  of  directors  to  authorize 
corporate  contracts,  Cook  on  Corporations,  §§712-714,  72.5;  Clark  &  M., 
Corp.,   §§  689-693. 

Form  1478. 
RESOLUTION  TO  BORROW  MONEY. 

Eesolved,  That  the  President  and  Treasurer  of  this  Company  be,  and 
they   are   hereby,   authorized   and    directed    to   borrow   for   the   use   and 

benefit  of  this  corporation,  the  sum  of Dollars,  and  to  cause 

to  be  duly  executed  and  delivered  to  the  person  or  persons  loaning  the 

said  sum  of Dollars,  the  bonds  of  this  Company  of  the 

par  value  of   Dollars,  payable   years  after  date, 

and   redeemable   at  any   time   after    years   from   date   at   the 

pleasure  of  this  Company,  with  interest  at   per  cent,  per  annum, 

payable  semi-annually,  the  money  so  borrowed  to  he  applied  as  follows: 

See  generally  as  to  the  power  of  directors  to  borrow  money,  Cook  on 
Corporations,  §'§  760,  778;  Clark  &  M.,  Corp.,  §  691c. 

Form  1479. 

RESOLUTION  IN  REFERENCE  TO  DEBT  AND 
EMPLOYMENT  OF  COUNSEL. 

Eesolved,  That    (one   of  the   directors)    be   directed  to 

confer  with  Mr ,  or  his  attorney,  and  to  state  to  them  the 


DIKKCTOIiS'  MEETINGS.  1069 

situation  of  this  conipany,  and,  in  the  event  that  Mr continues 

to  press  his  claim,  that  Mr be  directed  to  employ  competent 

counsel   to   represent   said   company   in   such   action   and   any   subsequent 

proceedings  which  Mr may   take   against  said  company,  and 

that  Mr be,  and  hereby  is,  given  full  power  to  take  any 

and  all  such  steps  therein  as  may,  after  consultation  with  sai<l  counsel,  seem 
advisable  for  the  best  interest  of  said  company. 

The  above  resolution  was  involved  in  In  re  Munger  Vehicle  Tire  Co.,  159 
Fed.  901. 

Form  1480. 
RESOLUTION  APPOINTING  REGISTRAR  OF  STOCK. 

Resolved,  That   the    Trust   Company   of    , 

be,  and  hereby  is,  appointed  Registrar  of  the  shares  of  the  capital  stock 
of  this  Company,  and  as  said  Registrar  is  hereby  authorized  and  em- 
powered  to   countersign   an   original   issue   of    shares   of   the 

stock  of  this  Company  when  the  same  are  signed  by  the 

President  and  Secretary  of  this  Company,  and  to  register  from  time  to 
time  the  holders  of  such  shares. 

Further  resolved.  That  the  Secretary  of  this  Company  is  hereby  au- 
thorized and  directed  to  execute  and  deliver  to  said   Trust 

Company  a  certificate  under  the  seal  of  this  Company  authorizing 
such  registration  and  setting  forth  also  the  total  authorized  capital 
stock  of  this  Company,  the  amount  of  the  same  now  outstanding,  and  the 
names  of  the  officers  of  this  Company  who  will  sign  such  certificates  of 
stock. 

In  order  to  avoid  fraudulent  issues  or  overissues  of  stock  it  is  cus- 
tomary to  appoint  a  reputable  trust  company  as  registrar  or  transfer  agent, 
whose  duties  are  to  supervise  the  regularity  of  transfers  of  stock  and  keep  a 
record  of  the  stockholders.  The  duty  of  a  registrar,  who  is  frequently  an 
officer  of  the  transfer  agent,  is  to  countersign  the  new  certificates  issued. 
For  further  security  it  is  advisable  to  have  independent  transfer  agents  and 
registrars. 

As  to  the  power  of  a  bank  to  become  a  transfer  agent  and  its  liability  for 
the  fraud  of  its  officers  acting  under  such  agency,  see  Bank  of  Kentucky  v. 
Schuylkill  Bank,  1  Parsons  Eq.  Cases  (Pa.)  180,  where  a  transfer  agency 
was  defined  as  follows:  "It  amounts  to  nothing  more  than  the  witnessing 
of  the  conveyance  by  one  party  to  another  of  personal  property,  viz.  stock 
of  an  incorporated  company;  and  *  *  *  furnishing  the  purchaser  a 
certificate  of  ownership  of  such  stock,  on  the  surrender  of  a  previous  cer- 
tificate of  like  character  held  by  the  seller."  This  case  illustrates  the 
advisability  of  having  a  reputable  financial  corporation  to  act  as  transfer 
agent  rather  than  an  individual,  who  may  prove   irresponsible. 

See  as  to  liability  of  a  corporation  for  the  fraudulent  acts  of  its  transfer 
agent.  Fifth  Avenue  Bank  v.  Ferry  Co.,  137  N.  Y.  231,  19  L.  R.  A.  331; 
.Tarvis  v.  Manhattan  Beach  Co.,  148  N.  Y.  6.52,  31  L.  R.  A.  776;  New 
York,  etc.,  R.  R.  v.  Schuyler,  34  N.  Y.  30;  Cooley  v.  Curran,  104  N.  Y.  Supp. 
424.  ' 

For  the  liability  of  a  transfer  agent  for  refusing  or  neglecting  to  register 
a  valid  transfer  when  presented,  see  Dunham  v.  City  Trust  Co.,  101  N.  Y. 
Supp.  87. 

See,  also,  Cook  on  Corporations,  §13;  Clark  &  M..  Corp.,  §424. 


1070    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1481. 
CERTIFICATE  TO  REGISTRAR. 

I  hereby  certifj'  that  at  a  regular  meeting  of  the  Board  of  Directors 

of  the   Conipauy,  dflly  held  at  its  office  No 

Street, , ,  on  the day  of ,  19 , 

the  following  resolution  was  adopted: 

(Set  forth  resolution.) 

That  the  total  authorized  capital  stock  of  the   Company 

is   Dollars,  divided  into   shares  of  Preferred 

stock  of  the  par  value  of Dollars  each,  and shares 

of  Common  stock  of  the  par  value  of Dollars  each,  and  that 

shares  of  said  Preferred  stock  of  the  par  value  of 

Dollars,  and shares  of  said  Common  stock  of  the  par  value  of 

Dollars,  are  now  outstanding. 

Signed  and  sealed  on  behalf  of  the  Company  under  the  authority  of 
the  foregoing  resolution  this   day  of   ,   19.  .  .  . 


[Seal]  Secretary. 

See  preceding  form  and  notes  thereto. 

Form  1482. 

RESOLUTION  APPOINTING  REGISTRAR  FOR  INCREASE 

OF  STOCK. 

Resolved,  That  upon  the  written  request  of  this  Company,  signed 
by  the  Secretary  or  Assistant  Secretary,  the Trust  Com- 
pany of  Chicago,  the  registrar  of  transfers  of  this  Company,  be,  and 
it  is  hereby,  authorized  to  issue  certificates  for  the  new  stock  of  this 
Company,    authorized    at    the    meeting    of    the    stockholders    thereof    oil 

,  19.  .  .  .,  requiring  the  presentation  and  surrender  of  the 

full  paid  receipts  evidencing  the  right  to  such  stock. 

Further  resolved,  That  the  action  of  such  Trust  Com- 
pany in  issuing  prior  hereto  certificates  for  such  stock,  upon  the  request 
of  this  Company,  signed  by  the  Secretary  or  Assistant  Secretary,  with- 
out requiring  the  presentation  and  surrender  of  the  full  paid  receipts 
evidencing  the  right  to  such  stock  be,  and  the  same  is  hereby,  approved, 
ratified   and   confirmed. 

See  Forms  1480,  1481,  supra,  and  notes  thereunder. 

See  generally  as  to  the  increase  of  capital  stock  of  a  corporation,  Cook 
on  Corporations,  §§279-298;  Clark  &  M.,  Corp.  §§405-410. 

Form  1483. 
RESOLUTION  AUTHORIZING  FILING  OF  REPORTS. 

Resolved,  That  the  proper  officers  of  this  Corporation  be,  and  they 
h&reby  are  authorized  and  directed  in  behalf  of  the  Corporation  and 
uiider  its  corporate  seal,  or  otherwise,  to  make  and  file  such  certificate 
or  report  as  may  be  required  by  law  to  be  filed  in  any  State,  or  in  any 
Territory  or  Dependency  of  the  United  States,  or  in  any  Foreign  Coun- 
tfjy  in  which   said   officers  shall  find   it   necessary  to   file   the   same  to 


DIRECTOKS'  MEETINGS.  1071 

authorize  the  Corporation  to  transact  business  iu  such  State,  'JVrritory, 
Dependency  or  Foreign  Country. 

See  generally  as  to  foreign  corporations,  Cook  on  Corporations,  §§  696- 
700;   Clark  &  M.,  Corp.,   §S  8:i4-80y. 

For  other  forms  of  resolutions  jiassed  by  directors,  see  Imlex,  title, 
' '  Resolutions. ' ' 

Form  1483a. 

CERTIFICATE  BY  SECRETARY  OF  PASSAGE  OF 
RESOLUTION. 

I,  Fritz  Von  Bernuth,  Jr.,  Secretary  of  the  Com- 
pany, do  hereby  certify  that  the  following  is  a  copy  of  a  resolution  of 

the  said Company,  duly  passed  by  its  board  of 

directors   on  January   28,   1897: 

Resolved,  That  the    Trust   Company   l>e,  and   it   is  hereby, 

requested  to  deliver  to  the  company  all  of  the  first  mortgage  bonds  of 
this  company,  secured  by  mortgage  dated  January  1,  1897,  to  wit,  150 
bonds,  each  for  the  sum  of  .$1,000. 

[corporate  seal]  Secretary. 

See  Metropolitan  Trust  Co.  v.  North  Carolina  Lumber  Co.,   162  Fed.  170. 

Form  1484. 
CERTIFICATE  OF  PASSAGE  OF  RESOLUTION. 

(Insert    copy    of    Resolution.) 

I, ,  secretary  of  the Company,  a  corporation  or- 
ganized and  existing  under  the  laws  of  the  State  of ,  do  hereby 

certify  that  the  foregoing  is  a  true  and  correct  copy  of  a  resolution  of 
the  board  of  directors  of  said Company  passed  at  a  duly  con- 
vened meeting  of  said  board  of  directors  held  on  the    day  of 

,  19.  .  .  .,  as  taken  by  me  from  the  minutes  of  said  meeting 

and  compared  by  me  with  the  original  of  said  resolution  recorded  in 
said  minutes. 

In  witness  whereof,  I  have  hereunto  set  my  hand,  and  caused  the  cor- 
porate seal  of  said   Company  to  be  hereunto  aflSxed  on  this 

day  of   ,  19 


[coRroRATE  seal]  Secretary  of  the   Company. 

For  other  forms  of  certificates  of  passage  of  a  resolution,  see  Form  1159, 
supra,  and  Index,  post,  title,  Certificate  of  Passage  of  Resolution. 


1072    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1485. 
RESIGNATION  OF  OFFICER. 

,  19.... 

To  the  Presidoiit  and  Board  of  Directors  of Company: 

Gentlemen:     I  hereby  tender  my  resignation  as of  the 

Company,  the  same  to  take  effect  :  ipon  the  election 

and  qualification  of  ray  successor. 

Yours  truly, 

See  generally  as  to  the  resignation  of  officers,  Cook  on  Corporations,  §  624 ; 
Clark  &  M.,  Corp.,  §  667. 

See  for  minutes  of  meeting  where  officers  resign  and  vacancy  fiHed,  Forms 
1156,  1469,  supra. 

Form  1486. 
RESIGNATION   OF  OFFICER  AND   DIRECTOR. 

,  19.... 

To  the  Board  of  Directors  of  The   Company,  an  Illinois 

corporation : 

Gentlemen :  I  hereby  tender  my  resignation  as and  Di- 
rector of  The Company,  a corporation, 

and  request  that  the  same  be  immediately  acted  upon. 

[Signed]    

See  notes  to  preceding  form. 

Form  1487.. 
RESIGNATION  OF  DIRECTOR. 

,19.... 

To  the  President  and  Board  of  Directors  of   Company: 

Gentlemen:  I  hereby  tender  my  resignation  as  Director  of  the  Com- 
pany, the  same  to  take  effect  at  the  adjournment  of  the  meeting  at  which 
this  resignation  is  tendered. 

Respectfully, 


See  note  to  Form  1485,  supra. 

See  as  to  the  qualifications  of  directors  and  the  necessity  of  their  being 
stockholders,  Cook  on  Corporations,   §623;   Clark  &  M.,  Corp.,  §661. 

See  as  to  acceptance  and  resignation  of  office  by  directors  and  removal 
from  office.  Cook  on  Corporations,  S  624 ;  Clark  &  M.,  Corp.,  §§661-667. 

See  as  to  de  facto  directors,  Cook  on  Corporations,  §623;  Clark  &  M., 
Corp.,  §662. 

Form  1488. 
RESIGNATION  OF  DIRECTOR— (ANOTHER  FORM). 

To  the  Directors  of Company: 

Gentlemen :     I  herewith. tender  my  resignation  as  a  director  of 

Company  to  take  effect  immediately. 

Dated   ,  19 

Tours  truly, 


Tt  will  be  noted  that  the  above  form  of  resignation  does  not  require  any 
action  upon  the  part  of  the  Board  of  Directors  to  make  the  same  effective. 
See  note  to  Form  1485,  supra. 


DIRECTORS*  MEETINGS.  1073 

Form  1489. 
RESIGNATION  TO  TAKE  EFFECT  IMMEDIATELY. 

To  the  HoHTil  of  i)iiocti)rs  of  Th(>    (Joiiiiiuny,  an   Illinois 

corporation : 

Gentlemen :      I  hereby  tender  my  resignation  as   and  Di- 
rector of  the Company,  a   forporation,  the 

same  to  take  effect  immediately. 

[Signed]    

See  Forms,  lloG,  1409,  1485-14S8,  iu/>r«. 

See  Forms  llfHi,  14G9,  supra,  for  niinutea  of  meeting  where  oflScer  reiigns 
and  vacancy  tilled. 


S.-. 

"'""^i* 


CHAPTER  XXII. 
DIVIDENDS 

Form  1490. 

NOTICE    OF   MEETING    OF    DIRECTORS    TO    DECLARE 

DIVIDEND. 

Divideud   Notice. 

, Company. 

Notice  is  hereby  given  that  a  meeting  of  the  Board  of  Directors  of  this 
Company  has  been  called  for  three  o'clock  P.  M.  on  January  31st,  1911, 
for  the  purpose  of  declaring  a  dividend  of  $1.59  per  share  upon  the  pre- 
ferred capital  stock  of  this  Company  for  the  period  beginning  November 
1st,  1910,  and  ending  January  31st,  1911,  pajable  by  check  on  the  15th 
day  of  February,  1911,  to  stockholders  of  record  at  Three  o'clock  P.  M., 
on  the  31st  day  of  January,  1911.  Owners  of  such  preferred  stock  evidenced 
by  certificates  issued  in  the  name  of  any  other  person  should  have  the  same 
transferred  on  the  books  of  the  Company  and  new  certificates  issued  in 
their  own  names  on  or  before  Three  o'clock  P.  M.  of  January  31st,  1911, 
if  they  desire  dividend  checks  made  payable  to  themselves. 


Secretary  of  the Company. 


Form  1491. 
DIVIDEND  RESOLUTION. 

Eesolved,  That  a  dividend  of   per  cent,  on  the  outstanding 

capital  stock  of  this  corporation,  amounting  to  $ ,  be  and  the  same 

is  hereby  declared  out  of  the  surplus  earnings  of  the  corporation,  said 
dividend  to  be  payable  to  the  stockholders  of  the  corporation  in  proportion 
to  their  respective  holdings  of  stock,  of  record  at  the  close  of  business,  on 
the day  of ,  19 

See  generally  as  to  corporate  dividends  and  the  law  relating  thereto,  Cook 
on  Corporations,  Chapter  XXXII,  §§  534-551;  Clark  &  M.,  Corp.,  §§  516-529. 

See  for  definition  of  a  dividend  and  the  four  kinds  of  dividends,  Cook 
on  Corporations,  §  534;  Clark  &  M.,  Corp.,  §§  51(),  523. 

See  as  to  stock  owned  by  the  company  not  being  entitled  to  dividends, 
Cook  on  Corporations,  §  313;  O'Connor  v.  International  Silver  Co.,  68  N.  J. 
Eq.  67. 

Form  1492. 
DIVIDEND    RESOLUTION— (ANOTHER   FORM). 

Hesolved,  That  a  dividend  of per  cent.    (.$ per  share)   be, 

and  the  same  is  hereby  declared  out  of  the  surplus  earnings  of  the  Com- 
pany upon  its  outstanding  capital  stock,  payable ,  19. . . .,  to 

1074 


DIVIDENDS.  1075 

stockholders  as  registered  on  the  books  of  the  Company  at    o'clock. 

in  the   noon  of ,  19.... 

Further  Resolved,  That  the  Treasurer  of  this  Company  l)e  and  he  is 
hereby  authorized  and  directed  to  cause  notice  of  the  declaration  of  this 

dividend  to  be  published   times  in  the    ,  a   newspaper 

published  in  the  City  of  ,  ,  the  first  publi- 
cation  to   be   made    ,    19....,   and   to   mail   checks   for   the 

payment  of  said  dividend  when  due  to  the  stockholders  of  record  at  their  last 
known  place  of  address  as  the  same  appears  on  the  books  of  the  Company 
or  in  accordance  with  the  instructions  contained  in  permanent  dividend 
orders  tiled  with  the  Conipany. 

See  notes  to  preceding  form. 

Form  1493. 

RESOLUTION  DECLARING  DIVIDEND  ON  PREFERRED 
AND  COMMON  STOCK. 

Resolved,  That  the  Board  of  Directors  of  the Company  do 

hereby  declare  from  the  net  profits  of  the  Company  a  quarterly  dividend 

of per  cent.   (....%)   on  the  First  Preferred  Capital  Stock, 

and  a  quarterly  dividend  of per  cent.  ( %)  on  the  Second  Pre- 
ferred Capital  Stock,  and  a  dividend  of per  cent.   ( %)   on  the 

Common  Stock  of  this  Company  to  its  Stockholders  of  record  at ]M.  on 

,    ,    19 .... ,    payable   without    closing   the 

transfer  books,    ,  19. . .  . 

See  notes  to  Form  1491,  supra. 

Form  1494. 

RESOLUTION     FOR     PAYMENT     OF     DIVIDEND     AND 
ACCUMULATED  DIVIDEND  ON  PRE- 
FERRED STOCK. 

Resolved,  That  there  be,  and  there  is  hereby,  declared  by  the  Board  of 
Directors    of   this   Company    from   its   net    earnings   the   regular   quarterly 

dividend  of per  cent.   (....%),  and  in  addition  thereto per 

cent,   being   the   dividends    (or   on   account   of  the   dividends)    accumulated 

since ,  19.  ... ,  on  the  Preferred  Stock  of  this  Company, 

siich   dividend   to   be   paid   on    ,    19 ,   to   stockholders   of 

record  on  the  books  of  the  Company  on  said  day. 

Further  Resolved,  That  for  the  purpose  of  the  payment  of  such  dividends 

the  stock  transfer  books  of  the  Company  shall  be  closed  from   , 

19.  .  .  .,  at   o'clock  in  the noon  until 

19 .  .  .  . ,  at o  'clock  in  the noon. 

See  for  cumulative  dividends.  Cook  on  Corporations,  §§273-274;  Clark  & 
M.,  Corp.,  §  529d. 

See  notes  to  Form  1491,  supra 


1076    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1495. 

RESOLUTION  FOR  PAYMENT  OF  DIVIDENDS  IN 
INSTALLMENTS. 

Kesolved,  That  the  Board  of  Directors  of  this  Company  do  hereby  declare 

out  of  the  surplus  net  earnings  of  this  Company  to ,  19.  . . .,  a 

semi-annual  dividend  of per  cent,  upon  the  First  Preferred  capital 

stock  of  this  Company,  payable ,  19 ,  to  its  stockholders 

of  record  at  the  closing  of  the  transfer  books  of  the  Company  on , 

19 ,  and  a  dividend  of per  cent.  ( %)  upon  the  Second  Pre- 
ferred capital  stock  of  the  Company, per  cent.  ( %)  thereof,  pay- 
able    ,  19....,  to  its  stockholders  of  record  at  the  closing 

of  the  transfer  books  on ,19 ,  and per  cent,  thereof, 

payable  to  stockholders  of  record  at  the  closing  of  the  transfer  books  on 

,19---- 

Further  Resolved,  That  for  the  payment  of  such  dividend  on  the  First 
Preferred  capital  stock  the  transfer  books  of  the  First  Preferred  capital 

stock  shall  be  closed  at M.  on  the day  of , 

19 .... ,  and  shall  be  reopened  at   M.,   ,  19 

Further  Eesolved,  That  for  the  payment  of  the  first  installment  of 

per  cent,  on  the  Second  Preferred  capital  stock  of  the  Company  the  trans- 
fer books  of  the  Second  Preferred  stock  shall  be  closed  at M.  on  the 

day   of    ,    19. ... ,  and  shall  be   reopened   at 

M.,  on  the   day  of ,  19 , 

and   for  the   payment   of  the   second   installment   of    per   cent. 

on  the  Second  Preferred  capital  stock  of  the  Company  the  transfer  books 

of  the  Second  Preferred  capital  stock  shall  be  closed  at M.,  on  the 

flay  of    ,   19....,  and  shall  be   reopened 

at   M..  on  the    day  of    ,   19.,.. 

Form  1496. 

LETTER  TO  STOCKHOLDERS  CONCERNING  PURCHASE 

OF  STOCK  TO  BE  DISTRIBUTED  AMONG 

STOCKHOLDERS. 

Philadelphia,  May  21st,  1906. 

Dear  Sir:  The  stockholders  of  the  Latrobe  Steel  Company  are  probably 
aveare  that  all  of  the  stock  of  the  Latrobe  Steel  &  Coupler  Company,  amount- 
ing to  $300,000,  is  owned  by  the  Latrobe  Steel  Company,  and  that  the  Steel 
Company  has  heretofore  furnished  the  Coupler  Company  with  the  necessary 
funds  to  conduct  its  business.  In  order  to  continue  the  coupler  business  the 
capital  must  be  increased  to  $1,000,000. 

It  is  proposed  to  accomplish  this  by  purchasing  7,000  shares  of  the  Latrobe 
Steel  &  Coupler  Company  stock  at  par,  using  for  the  purpose  $700,000  of  the 
funds  of  the  Latrobe  Steel  Company  now  in  hand  secured  in  the  liquidation 
of  that  company. 

Jf  this  plan  meets  the  approval  of  the  shareholders,  a  distribution  of  this 
Coupler  Company  stock  will  be  made  among  thorn  which  will  amount  to  66  2-3 
per  cent,  of  their  present  holdings  of  the  stock  of  the  Latrobe  Steel  Com- 


DIVIDENDS.  1077 

pany.     In  addition  to  this,  they  will  receive  a  further  sum  of  about   $.''5 
per  share  in  cash  in  final  liipiidation  of  the  Latrobe  Steel  Company. 

Your  board  recommends  this  plan  for  your  approval,  and  believes  thai 
the  Latrobe  Steel  &  Coupler  Company  will  thus  be  established  on  a  sub 
stantial  basis  and  that  it  should  make  k*>'"1  iL'turns  to  its  shareholde-s. 

Board  of  Directors, 
Marriott  C.  Smyth,  President. 
See  Ferry  v.  Latrobe  Steel  Co.,  155  Fed.  IGl. 

Form  1497. 

RESOLUTION    OF   STOCKHOLDERS   CONCERNING   PUR- 
CHASE  OF  STOCK  AS  PROVIDED  IN 
PRECEDING  LETTER. 

Resolved,  That  the  oflieers  of  the  Latrobe  Steel  Company  be  and  they  an 
hereby  authorized  to  purchase  at  par  for  cash  seven  thousand  (7,000)  shares 
of  the  stock  of  the  Latrobe  Steel  &  Coupler  Company  at  the  par  value  of 
.$100  per  share,  and  to  take  such  steps  as  may  be  necessary  to  carry  out  the 
final  liquidation  of  the  company  in  accordance  with  the  terms  of  the  circular 
letter  of  May  21,  1906. 

See  Ferry  v.  Latrobe  Steel  Co.,  155  Fed.  161. 

Form  1498. 

RESOLUTION  OF   STOCKHOLDERS  REQUESTING 
DIRECTORS  TO  ISSUE  STOCK  DIVIDEND 

Whereas,  There  have  been  expended  for  permanent  imjirovements  and 
betterments,  including  machinery,  barges,  flats,  etc.,  during  the  years  1884, 
1885,  1886,  1887  and  1888,  more  than  $160,000,  all  of  which  sum  has  been 
furnished  from  the  net  earnings  of  the  company  and  fairly  belongs  to  the 
stockholders  of  this  company. 

Therefore  resolved,  that  the  Directors  of  this  company  be,  and  hereby  are 
authorized  and  requested  to  direct  the  president  and  secretary  of  the  com- 
pany to  issue  one  thousand  shares  of  the  capital  stock  of  the  company,  to 
be  divided  pro  rata  among  the  present  stockholders  of  this  company  as 
follows : 

To 300  shares 

300  shares 

220  shares 

150  shares 

26  shares 

2  shares 

2  shares 

See  Great  Western  Min.,  etc..  Co.  v.  Harris,  128  Fed.  321. 

Form  1499. 

RESOLUTION   OF   DIRECTORS   TO  ISSUE   STOCK  DIVI- 
DEND TO  STOCKHOLDERS. 

Whereas  at  the  annual  meeting  of  the  stockholders  of  this  company  a  res- 
olution was  adopted  requesting  the   directors  to  issue  additional   stock   of 


1078    CORPORATION  FORMS  AND  PRECEDENTS. 

this  company  to  the  aniouiit  of  $100,000  to  be  divideil  pro  rata  among  the 
present  stockholders,  and  based  upon  the  fact  that  during  the  last  five  years 
more  than  $160,000  of  the  net  earnings  of  the  comj)any  have  been  expended 
for  permanent  improvements  and  betterments  therel^y  adding  that  amount 
to  the  assets  of  the  company  -which  belongs  to  the  stockholders  of  the  com- 
pany. 

Therefore,  be  it  resolved,  that  the  president  and  secretary  of  this  com- 
pany are  hereby  directed  to  issue  one  thousand  shares  of  the  capital  stock  of 
the  company  to  the  present  stockholders  in  proportion  to  the  amount  of 
stock  already  owned  by  them  respectively. 

See  Great  Wesfern  Min.,  etc.,  Co.  v.  Harris,  128  Fed.  321. 

See  preceding  form. 

Form  1500.  • 

RESOLUTION  FOR  DISTRIBUTION  OF  SHARES  OF  STOCK 
AS  DIVIDEND. 

Eesolved,  That  the  60,000  shares  of  the  common  stock  of  the  United  States 
Steel  Corporation,  par  value,  one  hundred  dollars  each,  received  in  part  con- 
sideration of  the  sale  of  the  company's  sheet  business  and  fifty  acres  of  land 
at  Yandergrift,  Pa.,  and  of  the  surrender  of  the  lease  of  the  works  at  Apollo, 
Pa.,  and  the  transfer  of  the  capital  stock  of  the  Apollo  Gas  Company,  and 
contracts  with  it  for  gas,  be  divided  among  the  stockholders  of  this  com- 
pany and  that  a  dividend  of  one  and  one-half  shares  of  the  said  common 
stock  of  the  United  States  Steel  Corporation  to  and  for  each  share  of  stock 
of  this  company,  be  and  the  same  is  hereby  declared  and  made  to  the  stock- 
holders of  this  company,  which  said  dividend  of  stock  shall  be  transferred, 
delivered  and  paid  when  and  as  soon  as  all  the  stockholders  of  this  com- 
pany shall  assent  to  and  ratify  the  said  dividend. 

See  Mercer  v.  Buchanan,  132  Fed.  501. 

Form  1501. 

RESOLUTION  PROVIDING  FOR  ISSUE  OF  NON-VOTING 
DIVIDEND  OBLIGATIONS. 

Whereas,  This  company  has  hitherto  expended  of  its  earnings  for  the 
purpose  of  constructing  and  equipping  its  road  and  in  the  purchase  of  real 
estate  and  other  properties  necessary  for  its  uses,  with  a  view  to  increase 
its  traffic,  moneys  exceeding  in  amount  2.1%  of  the  capital  stock  and  divi- 
dend obligations  of  the  company,  which  amount  might  have  been  properly 
charged  to  the  cost  of  its  road  and  property; 

Resolved,  That  for  the  purpose  of  dividing  among  the  holders  of  the 
guaranteed  and  common  stock  and  dividend  obligations  of  this  Company 
a  portion  of  the  amount  standing  upon  its  books  to  the  credit  of  profit  and 
lo9,3  equal  to  2.5%  of  the  aggregate  face  value  of  all  the  stocks  and  divi- 
dend obligations  of  this  company  now  outstanding,  which  amount  is  less 
than  what  has  been  heretofore  earned  by  the  company  and  expended  in  per- 
manent additions  and  improvements  to  the  company's  property,  properly 
chargeable  to  the  cost  of  the  road  and  property  and  placed  to  the  credit  of 
])rofit  and  loss,  instead  of  being  used  in  the  payment  of  dividends,  the  Board, 
of  directors  are  hereby  authorized  and  directed  to  issue  to  the  holders  of 


DIVIDENDS.  1079 

stocks  and  dividenu  obligations  recorded  on  the  books  of  the  company  at 
the  tdose  of  business  December  20,  1906,  nonvoting  dividend  obligations 
in  amounts  of  $1U0  or  multiples  of  that  amount,  to  the  extent  of  25%  of 
the  amount  held  by  each  holder  of  said  stock  or  dividend  obligations,  bear- 
ing in  lieu  of  a  fixed  rate  of  interest  on  each  $100  of  such  dividend  obliga- 
tions an  amount  equivalent  to  the  dividends  payable  after  January  3,  1907, 
on  -each  share  of  common  stock  and  existing  dividend  oliligations  of  the 
company  at  the  several  dates  when  such  dividends  shall  be  payable,  and 
entitled  in  any  division  of  the  assets  of  the  company  to  share  in  a  corre- 
sponding proportion  of  the  same. 

For  the  fractional  part  of  $100  to  which  any  stockholder  or  dividend 
obligation  holder  may  be  entitled,  there  shall  be  issued  to  him  a  certifi- 
cate of  dividend  scrip,  which  certificates  may  be  converted  into  dividend 
obligations  when  presented  in  sums  of  $100,  but  which  shall  not  be  entitled 
to  interest  or  a  share  of  the  dividends  until  so  converted,  and  only  to  such 
interest  and  share  of  dividends  payable  subsequently  to  such  conversion.  If 
not  converted  within  one  year  from  the  date  of  the  issue  thereof,  the  right 
to  convert  the  same  shall  thereupon  cease,  and  such  fractional  parts  shall  be 
redeemed  by  the  company  in  cash  at  their  par  or  face  value  and  cancelled. 

See  Gordon  v.  Richmond,  etc.,  E.  Co.,  78  Ya.  501;  Cook  on  Corporations, 
§535;  Clark  &  M.,  Corp.,  8  523(1. 

Form  1502. 
FORM  OF  DIVIDEND  OBLIGATION. 

City  of ,  State  of 

Railroad  Company. 

$ No 

Dividend    Obligation. 

Issued  under  autliority  of  resolution  of  stockholders  of  November  16, 
1881. 

Be  it  known  that  is  entitled  to  receive,  whenever  divi- 
dends are  paid  upon  the  common  stock  of  the Railroad  Com- 
pany, an  amount  equal  to  the  dividend  payable  on   shares  of 

the  said  common  stock,  and  also  entitled,  in  any  division  of  the  assets  of 
the  company,  to  share  in  a  corresponding  proi)ortion  of  the  same. 

This  certificate  is  transferable  only  at  the  office  of  the  company  in  per- 
son or  by  attorney. 

In  witness,  etc. 

See  preceding  form  and  note  thereunder. 

See  generally  Cook  on  Corporations,  §535;  Clark  i-  ^f.,  Corp.,  §523d; 
Bayer's  Appeal,  224  Pa.  144. 

Form  1503. 

DIVIDEND  SCRIP  CONVERTIBLE  INTO  DIVIDEND 

OBLIGATIONS. 

City  of    State  of  A'irginia. 

$ No 

Richmond,  Fredericksburg  and  Potomac  Railroad  Company. 
Certificate  of  dividend  scrip  convertible  into  dividend  obligations. 
Issued  under  authority  of  resolution  of  the  stockholders  of  November  16, 
1881. 


1080    CORPORATION  FORMS  AND  PRECEDENTS. 

This  certifies  that    is  entitled  to    dollars 

of  the  dividend  scrip  of  the  Eichniond,  Fredericksburg  and  Potomac  Rail- 
road Company,  which  amount  shall  not  draw  interest  or  bear  dividends 
until    converted    as    hereinafter    stated. 

Each  one  hundred  dollars  in  amount  of  these  certificates  is  convertible  at 
the  pleasure  of  the  holder  into  a  dividend  obligation  of  one  hundred  dollars, 
upon  which  the  holder  thereof  shall  be  entitled  to  receive,  at  the  several 
dates  when  dividends  shall  be  paid  on  the  common  stock  of  the  company, 
a  dividend  equal  to  that  which  shall  then  be  paid  on  a  share  of  common 
stock. 

This  certificate  is  transferable  only  at  the  office  of  the  company  in  person 
or  by  attorney. 

In   witness,   etc. 

See  Gordon  v.  Richmond,  etc.,  R.  Co.,  7<S  \a.  501. 

See  Cool-  on  Corporations,  goS;!;  Clark  &  M.,  Corp.,  §523d;  Boyer's 
Appeal,  224  Pa.  144. 

Form  1504. 
SCRIP  DIVIDEND. 

No Scrip.  Shares. 

This  is  to  certify  that , , heirs  or 

assigns,  will  be  entitled,  upon  the  surrender  of  this  certificate,  to 

shares  in  the  capital  stock  of  the  Lehigh  Coal  and  Navigation  Comi)any  so 
soon  as  the  present  funded  debt  of  the  company  has  been  paid  off,  or 
adequate  provision  made  for  its  discharge  when  due  and  payment  demanded; 
and  will  also  be  entitled  to  a  pro  rata  share  of  any  future  distribution  of 
scrip ;  but  not  to  any  cash  dividend  until  this  certificate  has  been  converted 
into  stock,  as  above  provided. 

Or  this  certificate  may  at  any  time,  at  the  option  of  the  holder  thereof, 
be  converted  into  stock  upon  payment  by  said  holder,  either  in  cash  or  in 
the  six  per  cent,  loans  of  the  company,  of  the  par  value  of  said  stock,  and 
the  surrender  of  this  certificate. 

This  certificate  is  transferable  only  at  the  office  of  the  company. 

Witness,  etc. 

See  Brown  v.  Lehigh,  etc.,  Co.,  49  Pa.  St.  270,  construing  the  above  in- 
strument. 

Form  1505. 
RESOLUTION  AUTHORIZING  SCRIP  DIVIDEND. 

"Whereas,  This  company  has  hitherto  expended  of  its  earnings  for  the 
purpose  of  constructing  and  equipping  its  road,  and  in  the  purchase  of  real 
estate  and  other  properties  with  a  view  to  an  increase  of  its  traffic,  moneys 
equal  in  amount  to  eighty  per  cent,  of  the  capital  stock  of  the  company; 
And  Whereas,  the  several  stockholders  of  the  company  are  entitled  to  evi- 
dence of  such  expenditure,  and  to  reimbursement  of  the  same  at  some  con- 
venient future  period: 

Xow,  therefore,  resolved,  that  a  certificate  signed  by  the  president  and 
treasurer  of  this  company  be  issued  to  the  stockholders  severally,  declaring 
that  such  stockholder  is  entitled  to  eighty  per  cent,  of  the  amount  of  capital 
stock  held  by  him,  payable  ratably  with  the  other  certificates  issued  under 


DIVIDENDS.  1081 

this  resolution,  at  the  option  of  the  company,  out  of  its  future  earnings, 
with  dividends  thereon,  at  the  same  rates  and  times  as  dividends  shall  be 
jiaid  on  shares  of  the  capital  stock  of  the  company,  and  that  such  certifi- 
cates may  be,  at  the  option  of  the  company,  convertible  into  stock  of  the 
company,  whenever  the  company  shall  be  authorized  to  increase  its  capital 
stock  to  an  amount  sufficient   for  such  conversion. 

(This  was  the  famous  scrip  dividend  ma<ie  by  the  New  York  Central  K.  K. 
Co.   uniler  the  management   of  Commodore   N'anderbiit.) 

See  Bailey  v.  i\.  Y.  Cent.  R.  Co.  22  Wall.  (C.  S.)  604,  60S,  where  the  above 
resolution  is  considereil;  Cook  on  Coriiorations.  s  ',?,'>. 

Form  1506. 

SCRIP  CERTIFICATE  ISSUED  PURSUANT  TO 
ABOVE  RESOLUTION. 

The  New  York  Central  Railroad  Company. 
Interest  Certificate. 

No 

Under  a  resolution  of  the  board  of  directors  of  this  company,  passed 
December  lOth,  1868,  of  which  the  above  is  a  copy,  the  New  York  Central 

Railroad  Company  hereby  certifies  that  A.  B.,  being  the  holder  of 

shares  of  the  capital  stock  of  said   company,   is  entitled  to    

dollars,  payable  ratably  with  the  other  certificates  issued  under  ?aid  resolu- 
tion, at  the  pleasure  of  the  company,  out  of  its  future  earnings,  with  divi- 
dends thereon,  at  the  same  rates  and  times  as  dividends  shall  be  paid  upon 
the  shares  of  the  ca})ital  stock  of  said  company. 

This  certificate  may  be  transferred  on  the  books  of  the  company  on  the 
surrender  of  this  certificate. 

In  Witness  Whereof,  the  said  company  has  caused  this  certificate  to  be 
signed  by  its  president  and  treasurer,  this  19th  day  of  December,  1868. 


President. 


Treasurer. 

(At  the  foot  of  each  certificate  there  was  a  form  of  transfer  in  blank: 

For  a  valuable  consideration,  I,  A.  B.,  do  hereby  sell,  assign,  and  trans- 
fer all  interest  in  the  above  certificate  to  C.  D.,  and  do  hereby  irrevocably 
appoint  E.  F.  attorney,  to  execute  a  transfer  thereof  on  the  books  of  the 
railroad  company  therein  mentioned.) 

Preceding  this  certificate  was  the  resolution  set  out  in  the  preceding  form. 

See  preceding  form  and  the  note  thereto. 

Form  1507. 
DIVIDEND  WARRANT. 

The  Southern   Pacific  Company. 
Dividend   Warrants. 
The  bearer  is  entitled  to  the  first  dividend  on  one  hundred  shares  of  the 

capital  stock  of  this  company  represented  by  certificate  No ,  on  or 

after  the  date  upon  which  said  dividend  shall  be  made  payable.     Payable 


1082     CORPORATION  P^ORMS.  AND  PRECEDENTS. 

in   the   City   of   New   York   and   elsewhere,   as   may  be   designated   by   said 
company. 


Secretary. 
Cook  on  Corj)oratiuns    (Gth   Ed.),   §538. 
See  Form  1537,  post. 

Form  1508. 
LETTER  ENCLOSING  DIVIDEND  CHECK. 

Herewith  we  beg  to  hand  yon  cheek  for  dividend  of  one  and  one-half  per 
cent,  on  stock  of  this  Company  standing  in  your  name  at  the  close  of  busi- 
ness    ,  19. . . . 

The   Company. 

Dividend  No 

See  generally  as  to  whom  the  corporation  is  to  pay  a  dividend.  Cook  on 
Corporations,   §538;   Clark  &  M.,  Corp.,   §525. 
See  next  form  and  notes  thereunder. 

Form  1509. 

LETTER  ENCLOSING  DIVIDEND  CHECK  ON  PRE- 
FERRED STOCK. 

Preferred  Stock  Dividend  No 

Otfice  of  The Company. 

No Street. 

,19 

The  enclosed  check  is  in  payment  of  the  regular  quarterly  dividend  of 
one  and  one-half  per  cent,  on  the  preferred  stock  of  this  Company,  of  record 

at  the  close  of  business  March ,  19 .  . .  . 

Please  endorse  and  deposit  the  check  at  your  earliest  convenience.  No 
other  acknowledgment  is  necessary. 

Prompt  notice  of  change  of  address  should  be  given  to  the  undersigned. 


Treasurer. 

See  generally  as  to  dividends  on  preferred  stock.  Cook  on  Corporations, 
§  267;  Clark  &  M.,  Corp.,  §  529. 

See  Form  1628,  post,  for  form  of  letter  enclosing  corporate  checks. 


Form  1510. 
DIVIDEND  CHECK. 

No Street, Ajjril,  19 

The    Company. 

Pay  to  the  order  of $ ( Dollars) ,  in  full 

payment,   receipt   whereof  payee   acknowledges   by   endorsement   hereon,   oi" 
quarterly  dividend  of  l^/^.  per  cent,  for  quarter  ending  March , 


DIVIDENDS.  10^3 

19....,   upon   all   preferred  stock  of  this  Coinpaiiy   of   record   in   the   name 

of  payee  at  the  close  of  business  Mareh ,  19.  .  .  . 

To Trust  Company,   


Treasurer. 
Preferred  Stock,  Dividend  No.  3. 
See   generally   as   to   the   rule  that  a   dividend   declared   becomes  a   debt 
when  the  day  for  payment  arrives,  Cook  on  Corporations,  §§  542,  534;  Clark 
&  M.,  Corp.,  §  517. 

See  Forms  1621-1627,  j^ost,  for  corporate  checks. 


Form  1511. 
DIVIDEND  ORDER. 

To  The Company,   ,   

Until   [  revoke  this  order  in  writing  you   are  hereby  instructed  and  di- 
rected to  send  to  me  by  mail  at  the  address  given  belov?,  by  check  draw'h 

to  the  order  of ,  the  dividend  now  due,  or  which  hereafter 

may  be  declared  on  any  shares  of  the  capital  stock  of  The   

Company,  now  or  hereafter  standing  in  my  name. 


(Stockholder's  Signature.) 
Witness: 


Full  name  and  post  oflBce  address  to  which  check  is  to  be  mailed. 

Name 

P.  O.  Address   

The  stockholder  should  sign  his  name  exactly  as  it  appears  on  the  stock 
certificate. 

Form  1512. 
STANDING  DIVIDEND  ORDER. 

St.\ndin-(;  Dividend  Order  for  Preferred  and  Common  Stock. 
To    the    Treasurer    of    Union    Pacific    Eailroad    Co.,    120    Broadway,    New 
York,  N.  Y. : 
T'ntil    this    order   shall    be    revoked    in    writing,    please   send    by   mail,   in 
cheque  payable 

to  the  order  of  

See 

printed 

instructions. 

(T'lease  write 

distinctly.) 

all  dividends  now  duo,  or  which  may  hereafter  become  due,  on  all  stock  now 


On  line  aliove  write  house  No.   and  street,   ur  1'.   O.    l>ox.   but  not  both. 


On   luic   above   write   city   or  town   and   stale. 


1084    CORPORATION  FORMS  AND  PRECEDENTS. 

Btanding,  or  whieh  may  bereafter  staud,  on  the  books  oi.'  your  Company  in 
name. 

Sign  here 
(Date)         exactly  as 

name  ap- 
pears  on 

stock. 

When  cheque  is  to  be  made  payable  to  other  than  the  signer,  signature  of 
the  latter  must  be  acknowledged  before  a  Notary  Public  on  the  back  of  this 
order,  and,  if  signed  by  an  Attorney,  Administrator,  Executor,  Guardian 
or  Trustee,  it  must  be  accompanied  by  satisfactory  evidence  of  the  signer's 
capacity. 

ENDORSEMENT. 

Notarial  acknowledgment  of  signature  is  required  only  when  cheque  is  to 

be  made  payable  to  other  than  the  signer. 

Notarial  acknowledgment  will  not  be  re- 

-  quired  on  dividend  mailing  orders  requesting 

-      I  cheques   to   be   made   payable   to   any   well- 

'  ' '  ' '  '      „   I       '        known  Trust  Company,  Bank  or  Bankers,  for 

County  of ,     ^  of     mi/ 

J  account  oi  Stockholders. 

On  this  day  of in  the  year  one 

thousand  nine  hundred  and   before  me  personally  came 

to  me  known,  and  known  to  me  to  be  the  individual  described  in,  and  who 

executed  the  within  instrument  and   acknowledged  that    

executed  the  same. 


Attesting   Officer 
Must  Impress  His  Seal. 

N.  B.  If  acknowledged  out  of  the  United  States  such  acknowledgment 
must  be  made  before  an  American  diplomatic  or  consular  officer. 

Note — If  you  wish  to  have  cheque  made  payable  to  any  bank  or  agent 
please  use  form  below: 

(Stockholder)  John  Jones  Smith 

(Payee)  or  Bank  of  the  World. 

(House  No.  and  Street)   .- 

(City  and  State  or  Country)   

In  the  event  of  the  death  of  any  stockholder,  and  until  the  stock  is  trans- 
ferred, we  would  like  the  following  form  to  be  used: 

(Stockholder)  John  Jones  Smith   (Estate) 

c/o 

(House  No.  and  Street)    

( City  and  State  or  Country )   

The  above  would  appear  in  full  on  both  your  cheque  and  envelope.  It 
is  important  that  the  stockholder's  name  be  printed  on  the  first  line  on 
account  of  the  alphabetical  filing  of  our  Addressograjih  plates. 

See  Forms,  1513  and  1.535,  post. 


DIVIDENDS.  1085 

Form  1513. 

COMMUNICATION  ACCOMPANYING  FOREGOING 
DIVIDEND  ORDER. 

Union  I'aeilic  Railroad  Company, 
120  Broadway,  Mew  York,  N.  Y. 

For  the  more  accurate  and  expeditious  payment  of  our  dividends  we 
use  an  Addressograph,  by  means  of  which  we  address  our  envelopes  and 
print  our  cheques  and  stock  lists.  We  are,  however,  confined  to  twenty- 
seven  letters  and  spaces  on  each  line  and  to  four  lines  on  each  Addrciso- 
graph  printing-plate.. 

Kindly  fill  in,  date,  sign  and  return  the  accompanying  order,  in  strict 
conformity  with  the  instructions  printed  thereon,  au<l  cheques  will  be 
mailed  according  to  your  wishes.  We  shall  consider  it  a  favor  if  you 
will  so  fill  in  your  instructions  that  we  may  apply  them  in  the  use  of 
our  Addressograph.  Our  object  in  making  this  request  is  to  minimize 
the  chances  of  error  by  avoiding  the  necessity  of  addressing  envelopes 
or  making  checks  by  hand. 

Fred.  V.  S.   Crosby,  Treasurer. 

See  preceding  form. 

Form  1514. 
POWER  OF  ATTORNEY  TO  RECEIVE  DIVIDENDS. 

Know   all   Men  by  these   Presents,   that   I,    , 

of ,  have  made,  constituted  and  appointed  and  by  these  presents 

make,  constitute  and  appoint  ,  my  true  and  lawful  attorney, 

in   my   name,  place   a^d   stead,   to   receive   all  dividends   which   are   now 

or  shall  hereafter  be  and  become  payable  on  the  shares  of  the 

capital   stock   of   The    Company,   now   standing   in   my 

name  on  its  books,  and  to  give  good  and  sufficient  receipt  therefor. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  seal  this   

day  of   19 

[SealJ 

See  Cook  on  Corporations,  §§  538,  539. 

For  forms  of  power  of  attorney,  see  Forms  1850-1857,  post. 

Form  1515. 
ENDORSED  GUARANTY  OF  PREFERRED  STOCK. 

For   value   received,   the    Refining   Company    hereby 

agrees    with    the    present    and    every    future    holder    of    the    shares    of 

Preferred  Stock,  Series  B,  of  the   Securities  Company 

represented  by  the  within  certificate,  and  his  personal  representatives 
and  assigns,  that  quarterly  dividends  at  the  rate  of  five  per  cent,  per 
annum  upon  the  stock  represented  by  said  certificate  will  be  promptly 
paid  irrespective  of  whether  such  dividends  shall  be  earned  and  declared 

bv  the    Securities  Company,   and  that   in    case   of   the 

liquidation,  dissolution  or  winding  up  of  the   Securities 

Company,  whether  voluntary  or  involuntary,  the  holder  of  this  cer- 
tificate will   realize  upon  the  shares   represented  thereby  the  par  valu* 


1086    CORPORATION  FORMS  AND  PRECEDENTS. 

thereof,  together  with  interest  at  the  rate  of  five  per  cent,  per  anmTm 
for  any  period  for  which  dividends  at  said  rate  shall  not  have  been 
paid  either  by  said  Securities  Company  or  under  this  guaranty  (which 
interest  shall  be  in  lieu  of  omitted  dividends). 

The    Refining   Company   further   agrees   that   it   will 

in  all  respects  perform  the  agreement  dated  May  11,  1905,  entered  into 

between  it  and  the   Securities  Company  for  the  benefit 

of  the  holders  of  said  Preferred  Stock,  Series  B. 

(Signature  and  Seal.) 

See  Cook  on  Corporations,  §§  267-278,  775;  Clark  &  M.,  Corp.,  §  184d. 

Form  1516. 

ENDORSED  GUARANTY  OF  DIVIDENDS  ON 
PREFERRED  STOCK. 

For  good  and  valuable  consideration,  the  receipt  of  which  is  hereby 
acknowledged,  the  undersigned  hereby  guarantees  and  agrees  to  pay 
to  the  holder  of  record  of  the  within  certificate,  so  long  as  said  cer- 
tificate shall  be  outstanding,  but  not  to  exceed  the  present  unexpired 
term  of  the  period  for  which  said  Spirits  Distributing  Company  is 
incorporated,  1^^  per  cent,  dividend  on  the  15th  days  of  January,  April, 
.July,  and  October  in  each  year,  beginning  with  the  year  1899,  on  every 
share  of  first  preferred  stock  of  said  Spirits  Distributing  Company 
represented   by  the  within  certificate. 

Standard  Distilling  and  Distributing  Company, 

By    ,   its  Secretary. 

The  foregoing  endorsement  of  guaranty  is  found  in  Bijur  v.  Standard 
Distilling,  etc.,  Co.,  74  N.  J.  Eq.  546. 

See  note  to  preceding  form. 

Form  1517. 
NOTICE  OF  DIVIDEND. 

Notice  is  hereby  given  that  a  dividend  of  one  and  three-quarters  per 
cent.    (1%%)    has  been  declared  on   the  capital  stock   of  this   company, 

payable  on    ,   19....,  to  the  stockholders  of  record  at 

the  close  of  business  on  ,  19 ... . 

,  Secretary. 

See  generally  as  to  the  effect  of  notice  of  the  declaration  of  a  dividend 
upon  the  stockholders'  rights.  Cook  on  Corporations,  §541;  Clark  &  M., 
Corp.,    §§  517-527. 

Form  1518. 
NOTICE  OF  DIVIDEND  ON  COMMON  STOCK. 

United  States  Steel  Corporation. 
Dividend  No.  33  of  1^4%  on  the  Common  Stock  for  the  quarter  ending 
Dec.    30,    1911,   was   declared   Jan.    20,   payable   March   30,   to   stockholders 
of  record  March  1.     Transfer  books  close  at  3  P.  M.  March  1,  and  reopen 
at  10  A.  M.  March  13. 

Richard  Trimble,  Secretary. 
See  note  to  preceding  form. 


DIVIDENDS.  1087 

Form  1519. 
NOTICE  OF  DIVIDEND  AND  EXTRA  DIVIDEND. 

Comjiany. 

St., , ,  19.... 

The    Directors    have   this    day    declared    a    dividend   of    one    and    one- 
quarter   (lVi7<:)  per  cent,  upon  the  common  stock,  payable   

19.  .  .  .     to  stockholders  of  record  at  the  close  of  business   

19 

The  Directors  also  declared  an  extra  dividend  upon  the  common  stock 

of  ten  (10%)  per  cent,  payable  after ,19 on  the  common 

stock  of  the  Company  at  par  to  stockholders  of  record  at   the  close  of 

business ,    19 This   action   was   taken   in   view   of  the 

fact  that  for  the  years and ,  while  the  Company  earned  its 

usual  dividend,  for  prudential  reasons  no  dividend  was  paid  on  the 
common  stock  for   those  years. 

,  Treasurer. 

See  generally  as  to  the  discretion  of  the  directors  in  declaring  dividends, 
Cook  on  Corporations,  §•'545;   Clark  &  M.,  Corp.,  §  517f. 

Form  1520. 

NOTICE  OF  DIVIDEND  AND  EXTRA  DIVIDEND 
—(ANOTHER  FORM). 

Copper  Company. 

The Copper  Company,  having  set  aside  out  of  the  net  earnings 

for  the  year  1905  the  entire  amount  necessary  for  the  payment  of  the 
regular  dividend  on  the  preferred  stock  during  the  year  1906  (6% 
amounting  to  $.'500,000),  has  declared  a  regular  quarterly  dividend  of 
11/4%  on  its  common  stock,  and  an  extra  dividend  of  %%,  payable 
January  31st,  1906,  to  stockholders  of  record  January  8th,  1906. 

Transfer  books  close  January  8th,  1906,  at  3  o'clock  P.  M.  and  reopen 
February  1st,  1906,  at  10  o'clock  A.  M. 

,   President. 

Form  1521. 

NOTICE  OF  DIVIDEND,  AND  EXTRA  DIVIDEND 
—(ANOTHER  FORM). 

At   a   meeting   of   the   Board   of   Directors   of   the    

Company    of    ,    held    on    December    14th,    1911,    a    regular 

quarterly  dividend  of  twenty-five  per  cent.  (25%)  and  an  extra  (iivi.lend 
of  fifteen  per  cent.  (15%)  were  declared,  payable  on  January  20th,  1912, 
to  stockholders  of  record  at  12  noon  on  December  30th,  1911.  Transfer 
books  will  be  closed  at  12  noon  on  December  30th,  1911,  and  open  10 
A.  M.  on  January  8th,  1912. 

.  . .  ; ,  Secretary. 

Dated,   ,19 


1088    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1522. 

NOTICE  OF  DIVIDEND  AND  ADDITIONAL  DIVIDEND  ON 
PREFERRED  STOCK. 

The   Company. 

Hoboken,  N.  J.,  January  4,  1905. 

A  regular  quarterly  dividend  of  one  and  one-quarter  per  cent,  and  an 
additional  quarterly  dividend  of  one-eighth  of  one  per  cent,  on  the 
First  Preferred  stock,  also  a  regular  quarterly  dividend  of  one  and 
one-half  per  cent,  and  an  additional  quarterly  dividend  of  one-eighth 
of  oue  per  cent,  on  the  Second  Preferred  stock,  will  be  paid  to  the 
Preferred  stockholders  of  this  Company  of  record  on  January  16,  1905. 

The  transfer  books  will  close  at  12  M.,  January  7th,  and  reopen  at 
10  A.  M.,  January  17th,  1905. 

,   Secretary. 

Form  1523. 

NOTICE  OF  DIVIDEND  ON  SUBSCRIPTION  RECEIPTS 
FOR  STOCK-CARRYING  DIVIDENDS. 

Office  of  the   Company. 

, ,19.... 

The  Board  of  Directors  has  declared  thfe  regular  quarterly  dividend 
of  one  and  one-half  per  cent.  {W>%)  on  its  capital  stock,  payable 
,  19.  . . .,  to  the  stockholders  of  record  at  the  close  of  busi- 
ness    ,  19.  . . .,  and  also  declared  a  quarterly  dividend  of  one 

and    one-half   per   cent.     {lV-2%)     on   the   subscription   receipts   for   stock, 

carrying  dividends  declared  after ,  19.  . .  .,  payable , 

19. . . .,  to  the  holders  of  record  at  the  close  of  business ,  19. ,    . 

Transfer  books  will  remain  open.     Dividend  checks  will  be  mailed. 


Assistant  Treasurer. 

Form  1524. 

NOTICE  OF  DIVIDEND  ON  PREFERRED  AND 
COMMON  STOCK. 

Company. 

New  York,  January  3d,  19 

The  Board  of  Directors  have  this  day  declared  the  regular  quarterly 

dividend  for  the  quarter  ending  January  31,  19 ,  of  one  and  one-half 

per  cent.   (11/2%)   on  the  Preferred  Capital   Stock  of  this  Company,  out 

of  the  net  earnings,  to  be  paid  on  the  first  day  of  February,  19 

They   have   also   declared   a    dividend    of   one   and    one-half   per    cent. 
(1^/^%)   on  the  Common  Capital  Stock  of  this  Company  out  of  the  net 

earnings,  to  be  paid  on  the  first  day  of  February,  19 

For    the   purpose    of   payment    of   such    dividends,   the   stock    transfer 
books  will  be  closed  January  16,  at  noon,  until  February  2,  at  10  A.  M. 

,    Treasurer. 

See  generally  as  to  the  relative  rights  of  common  and  preferred  stock- 
holders to  dividends.  Cook  on  Corporations,  §  269;  Clark  &  M.,  Corp.,  §  529. 


DIVIDENDS.  10B9 

Form  1525. 

NOTICE  OF  DIVIDEND  ON  FIRST  AND  SECOND 
PREFERRED  STOCK. 

Company. 

42  Broadway,  New   York,  April   6th,   1911. 

Tho  Hoard  of  Directors  of  the Company  has 

this  day  declared  from  its  net  profits  a  quarterly  dividend  of  two  per 
cent,  on  the  First  Preferred  Stock  (including  all  outstanding  old  "Pre- 
ferred" Stock),  and  a  quarterly  dividend  of  one  and  one-half  per  cent, 
on  the  Second  Preferred  Stock  of  the  Company,  to  Stockholders  of  record 
at  3  P.  M.  on  Friday,  April  14th,  1911,  payable,  without  closing  of  the 
transfer  books,  April  29th,  1911. 

,  Treasurer. 

See  note  to  preceding  form. 

Form  1526. 

NOTICE  OF  DIVIDEND  AND  ACCUMULATED  DIVIDEND 
ON  PREFERRED  STOCK. 

Electric  &  Manufacturing  Company. 

New  York,  March  22,  1911. 
A  quarterly  dividend  of  one  and  three-quarters  per  cent.,  and  in  addition 
thereto  one  and  three-qu.irters  per  cent,  on  account  of  dividends  accumulated 
since  Sept.  30th,  1907,  will  be  paid  April  15th,  1911,  on  the  Preferred  stock 
of  this  Company,  to  holders  of  record.  Transfer  books  for  the  Preferred 
stock  will  be  closed  April  5th,  1911,  at  3:00  o'clock  P.  M.  and  opened  April 
17th,  1911,  at  10:00  o'clock  A.  M. 

,  Treasurer. 

See  generally  as   to  cumulative   dividends   on  preferred  stock,   Cook   on 
Corporations,  §  269;  Clark  &  M.,  Corp.,  §516. 

Form  1527. 

DIVIDEND  NOTICE  WHERE  STOCK  HELD  IN 
VOTING  TRUST. 

.  The    Company. 

,  191.. 

Dividend  No 

The  Board  of  Managers  has  this  day  declared  a  dividend  of   

per  cent.  ($ per  share)  on  the  capital  stock  of  the  Company,  payable 

191.  .  .,  to  stockholders  as  registered  on  the  books  of 

the  Company  at   o  'clock   in  the    noon,  191 .... 

As  directed  in  an  order  received  from  the  trustees  for  the  stockholders 

under   agreement   of    ,    191..,   the   dividend   as   above 

declared  due  on  Capital  stock  of  said  Company  represented  by  Trustees' 

Certificates,   w'ill   be   paid    ,   191..,   to   holders   of   Trustees' 

Certificates  as  registered  on  the  books  of  the  Trustees  at  12  o'clock  noon, 
,   191.. 


1090     COEPORATION  FORMS  AND  PRECEDENTS. 

Checks   will    be   mailed    to    stockholders    and    to    holders    of   Trustees' 
Certificates  who   have   filed  permanent  dividend   orders. 

,  Treasurer. 

See   generally   as   to   the   effect   of  voting  trusts,   Cook   on   Corporations, 
§622f;  Clark  &  M.,  Corp.,   §657. 

See  for  other  forms  of  notice,  Forms  1.565-1566,  post. 

See  for  voting  trust  agreements  and  instruments  relating  thereto,  Chap- 
ter XXIII,  post. 

Form  1528. 

NOTICE  OF  PAYMENT  OF  DIVIDEND  WHERE  PART  OF 
STOCK  HELD  IN  VOTING  TRUST. 

OflSce  of Company. 

Philadelphia,  Dec.  27,  1904. 
The  Board  of  Directors  have  declared  from  the  net  earnings  a  divi- 
dend of  1^2  per  cent,  on  the  Common  Stock  of  the  Company,  to  be 
paid  on  February  1,  1905,  to  the  stockholders  of  record  at  the  close  of 
business  January  14,  1905.  Checks  will  be  mailed  to  stockholders  who 
have  filed  dividend  orders  with  the  Treasurer. 

,   Secretary. 


Referring  to  the  foregoing  notice,  attention  is  called  to  the  fact  that 

dividends   on   the   regular   stock   will   be   paid   by    the    

Company  in  Philadelphia,  and  not  by  us.  Mailing  orders  should  be 
filed  with  the  Treasurer  of  the  Company. 

Holders     of     Voting     Trust     Certificates     for     Common     Stock     of     the 

Company    are    hereby    notified    that    in    order    to    collect 

the  said  dividend  promptly  it  will  be  necessary  for  them  to  surrender 
their  Trust  Certificates  for  conversion  into  the  regular  stock  of  the 
Company.  The  certificates  issued  by  &  Co.  must  be  sur- 
rendered  to    them   at    their    office,    Street,    New    York,    and 

those  issued  by   &  Co.  must  be  surrendered  to  them  at  their 

office, and   streets,  Philadelphia,  on  or  before  January 

14,   1905. 

After  January  14,  1005,  holders  of  Voting  Trust  Certificates  for 
Common  Stock  can  only  obtain  the  dividend  by  presenting  their  cer- 
tificates for  exchange  into  the  regular  stock;  the  dividend  on  such 
certificates  will  be  paid  to  the  registered  holder  thereof  by  the  Voting 
Trustees,  unless  an  order  signed  by  the  registered  holder,  authorizing 
the  payment  to  others  than  said  holder,  is  presented  at  the  same  time. 

&  Co., 

&  Co., 

Agents  for  the  Voting  Trustees. 

See  notes  to  preceding  form. 


DIVIDENDS.  1091 

Form  1529. 

NOTICE  or  PAYMENT  OF  DIVIDEND  BY  VOTING 
TRUSTEES. 

Coni{)any. 

I'referred   Divideinl   No.   14. 

The  Board  of  Directors  of  the  Company,  having 

decdared  a  quarterly  dividend  of  one  and  one-quarter  per  cent.  (.$1.25 
per  share)  upon  the  preferred  stock  of  the  Company,  payable  on  Thursday, 
December  1,  1910,  notice  is  hereby  given  that  upon  receipt  of  such 
dividend  the  voting  trustees  will  pay  to  the  respective  holders  of  the 
preferred  stock  trust  certificates  an  amount  equal  to  the  dividend  of  one 
and  one-quarter  per  cent.  ($1.25  per  share) ;  such  payment  to  be  made 
on  Thursday,  December  1,  1910,  to  holders  of  record  at  the  close  of 
business  on  Wednesday,  November  16,  1910.  Transfer  books  will  not 
be  closed. 

Checks  will  be  mailed  by  the Trust  Company,  of , 

Pa.,  the  agent  of  the  voting  trustees. 


Voting  Trustees. 

,  November  4,  1910. 

See  notes  to  Form  1527,  supra. 

Form  1530. 

NOTICE  BY  VOTING  TRUSTEES  OF  PAYMENT  OF  DIVI- 
DEND AND  EXTRA  DIVIDEND  AND  OF 
DIVIDEND  WARRANTS. 

Company. 

Eegular  Preferred  Stock  Dividend  No.  15, 
and  Extra  Preferred  Dividend  No.  2. 

The   Board   of   Directors   of   the    Company    has   this 

day  declare<l  a  regular  quarterly  dividend  of  1^/1%  ($1.25  per  share) 
upon  the  preferred  stock  of  the  company,  payable  on  Wednesday,  March 
1,  1911,  to  shareholders  of  record  at  the  close  of  business  on  Wednesday, 
February  1,  1911. 

The  Board  of  Firectors  has  also  declared  an  extra  dividend  thereon 
of  8V^%  ($8.50  per  share),  the  full  amount  of  cumulated  and  unpaid 
dividends  upon  the  preferred  stock,  payable  on  Wednesday,  March  1, 
1916,  to  shareholders  of  record  at  the  close  of  business  on  Wednesday, 
February   1,   1911. 

Checks  for  the  regular  quarterly  dividends,  and  temporary  dividend 
warrants,  convertible  into  five-year  five  per  cent,  debentures,  subject 
to  call  at  par  and  interest  on  any  interest  date,  will  be  mailed  by  the 

Trust    Company,    ,    Agent    for    the 

Voting  Trustees,  on  Wednesday,  March  1,  1911,  to  holders  of  preferred 


1092    CORPORATION  FORMS  AND  PRECEDENTS. 

stock    voting   trust    certificates    of   record   at    the    close    of    business    on 
\^ednesday,  February  1,  1911.     Transfer  books  will  not  be  closed. 


Noting  Trustees. 
.,  January  9,  1911. 


See  notes  to  Form  1527,  stipra. 

Form  1531. 

NOTICE  OF  DIVIDEND  WHERE  PART  OF  STOCK  HELD 
IN  VOTING  TRUST. 

Office  of  Eeading  Company. 

Philadelphia,  April  7,  1905. 
The  Board  of  Directors  have  declared  from  the  net  earnings  a  dividend 
of  2  per  cent,  on  the  Second  Preferred  Stock  of  the  Company,  to  be  paid 
on  May  10th,  1905,  to  the  stockholders  of  record  at  the  close  of  business 
April  22,  1905.  Checks  will  be  mailed  to  stockholders  who  have  filed 
dividend  orders  with  the  Treasurer. 

W.  E.  Taylor,  Secretary. 


In  order  to  insure  the  prompt  remittance  of  the  above  dividend, 
holders  of  Voting  Trustees'  certificates  should  present  their  certificates 
to  the  undersigned  for  exchange  into  the  regular  stock  of  the  Company 
before  April  22,  1905. 

J.   P.    Morgan   &   Co.,   New  York, 
Drexel  &  Co.,  Philadelphia, 

Agents  for  the  Voting  Trustees. 
See  notes  to  Form  1527,  supra. 

Form  1532. 

NOTICE  OF  DIVIDEND  WHERE  PART  OF  STOCK  IS  HELD 
IN  VOTING  TRUST. 

Rapid  Transit  Company. 

To  the   Holders   of   Stock   Trust   Certificates   issued   under   Voting  Trust 

Agreement  dated ,  19 ... . 

The  Board  of  Directors  of  the    Rapid  Transit  Company, 

having  declared  a  dividend  of  one  and  three-quarters  per  cent,  upon 
all  the  capital  stock  of  the  company,  payable  on  Tuesday,  April  4th, 
1905,  to  stockholders  of  record  on  March  20th,  1905,  holders  of  stock  trust 
certificates  above  referred  to  are  hereby  notified  tiiat  upon  receipt  of 
said  dividend  the  undersigned  will  pay  to  the  respective  holders  of  such 
stock  trust  certificates  an  amount  equal  to  the  dividends  upon  the 
number  of  shares  of  said  stock  standing  in  the  names  of  the  undersigned 
Voting  Trustees  equal  to  those  specified  in  the  stock  trust  certificates 
respectively,  and  that  the  same  will  be  paid  on  April  4th,  1905,  to  the 
holders  of  said  stock  trust  certificates  of  record  on  March  20th,  1905, 
at  3  o'clock  P.  M. 


DIVIDENDS.  1093 

The  Transfer  Books  of  the  Voting  Trustees  will  b?  close. I  at  .i  P.  M. 
on  March  20th,  1905,  au.l  reopencl  on  April  3r(l,  1905,  at  10  A.  M. 


«  Voting  Trustees, 

By   &  ^'o-' 

Their  Duly  Authorized  Agents. 

March  15th,  1905. 

See  notes  to  Form  1527,  supra. 

Form  1533. 

NOTICE  OF  DIVIDEND  DECLARED  BY  EXECUTIVE 
COMMITTEE. 

steel  &  Iron  Company,  liirmingham,  Alabama. 
The  I':xeeutive   Committee   of  this   Company  has   declared   a  quarterly 
dividend   of   one    and    three-quarters    (1%%)    per    cent,    on   the   preferred 
stock    out    of    the    earnings    payable    July    1st,    1911,    at    the    office    of 

Trust  Company  of  New  York,  without  the  closing  of  books, 

to  stockholders  of  record  at  12  M.,  June  17th,  1911,  at  the  office  of  said 

Trust  Company  of  New  York,  Transfer  Agent. 

Secretary  and  Treasurer. 

New  York,  June  l.^th,  1911. 

See  generally  as  to  powers  of  executive  committee,  Cook  on  Corporations, 
§  715;  Clark  &  M.,  Corp..  §  732. 

See  for  clauses  in  reference  to  executive  committee,  Forms  1024-1026, 
supra. 

Form  1534. 

NOTICE  OF  PAYMENT  OF  DIVIDEND  OF  SUBSIDIARY 

COMPANY. 

Bessemer   &   Lake   Erie   Ilailroad   Company. 
Pursuant  to  authority  conveyed  by  the  Board  of  Directors,  the  under- 
signed  will   pay   by   check,   June    1st,   1911,   a   semi-annual    dividend    of 
three  per  cent,  to  holders  of  Preferred  stock  of  The  Pittsburg,  Bessemer 
&  Lake  Erie  Railroad  Company -as  of  record  at  the  close  of  business  ^ray 

15th,  1911. 

G.  W.  Kepler,  Treasurer. 

Form  1535. 

NOTICE   OF  PREFERRED   AND   COMMON   STOCK  DIVI- 
DEND AND  REQUEST  FOR  MAILING  ORDER. 

Union  Pacific  Railroad  Company. 
A  Semi-Annunl  Dividend  of  $2.00  per  share  on  the  Preferred  Stock  and  a 
Quarterly  Dividend  of  $2.50  per  share  on  the  Common  Stock  of  this  Company 
have  this  day  been  declared  payable  at  the  Treasurer's  office.  120  Broadway, 
New  York,  N.  Y..  on  April  1,  1911.  to  stockholders  of  record  at  3  o'clock 
P.  M.,  on  Wednesday,  March  1,  1911. 


1094    CORPORATION  FORMS  AND  PRECEDENTS. 

The  stock  transfer  books  will  not  be  closed  for  the  paymeut  of  this 
dividend. 

Stockholders  who  have  not  already  done  so  are  requested  to  promptly 
file  mailing  orders  for  (Jividends  with  the  undersigned,  from  whom 
blank  orders  can  be  had  on  application.  • 

Frederic   V.   S.   Crosby,   Treasurer. 
New  York,  N.  Y.,  February  9,  1911. 

See  for  mailing  order  for  dividends.  Forms  1511,  1512,  supra. 

Form  1536. 

NOTICE  OF  DIVIDENDS  UPON  PREFERRED  STOCK  PAY- 
ABLE  IN  INSTALLMENTS. 

Offices  of  The Company. 

New  York,  July  26,  1905. 

At  a  meeting  of  the  Board  of  Directors  held  this  day,  there  was 
declared  out  of  the  surplus  net  earnings  to  June  30,  1905,  a  semi-annual 
dividend  of  two  per  cent,  upon  the  First  Preferred  capital  stock  of 
the  Company,  payable  September  7th,  1905,  to  stockholders  of  record 
at  the  closing  of  the  transfer  books  on  August  17th,  1905,  and  a  divi- 
dend of  four  per  cent,  upon  the  Second  Preferred  capital  stock,  two 
per  cent,  payable  October  9th,  1905,  to  stockholders  of  record  at  the 
closing  of  the  transfer  books  on  September  11th,  1905,  and  two  per 
cent,  payable  April  9th,  1905,  to  stockholders  of  record  at  the  closing 
of  the  transfer  books  on  March  12th,  1905. 

For  the  payment  of  such  dividend  on  the  First  Preferred  capital  stock 
the  transfer  books  of  the  First  Preferred  capital  stock  will  be  closed 
at  3  P.  M.  on  the  17th  day  of  August,  1905,  and  will  be  reopened  at  10 
A.  M.  on  the  8th  day  of  September,  1905. 

For  the  payment  of  the  first  installment  of  two  per  cent,  on  the 
Second  Preferred  capital  stock  the  transfer  books  of  the  Second  Pre- 
ferred capital  stock  will  be  closed  at  3  P.  M.  on  the  11th  day  of  Septem- 
ber, 1905,  and  will  be  reopened  at  10  A.  M.  on  the  10th  day  of  October,  1905. 
For  the  payment  of  the  second  installment  of  two  per  cent,  on  the 
Second  Preferred  capital  stock,  the  transfer  books  of  the  Second  Pre- 
ferred capital  stock  will  be  closed  at  3  P.  M.  on  the  12th  day  of  March, 
1906,  and  will  be  reopened  at  10  A.  M.  On  the  10th  day  of  April,  1906. 

Company, 

By    ,  Secretary. 

See  Form  1495,  supra,  for  form  of  resolution  declaring  above  dividends. 

Form  1537. 

NOTICE  OF  DIVIDEND  PAYABLE  ON  SURRENDER  OF 
DIVIDEND  WARRANTS. 

Southern    Pacific    Company. 

Dividend  No.  18. 

A    quarterly    dividend    of   One    Dollar    and    Fifty    Cents    ($1.50)    per 

share,  being  the  Eighteenth  dividend  on  the   Common  Capital   Stock  of 

this  Company,  has  been  declared  payable  April  1,   1911,  to  the  bearers 

of  Dividend  Warrants  No.  18,  annexed  to  certificates  representing  such 


DIVIDENDS.  1095 

stock,  upon  presentation  and   .surifniler  of  su<li    Warrants   to   tlie   under- 
signed   Treasurer,    at    the    oflice    of    the    Company,    120    Broadway,    New 

York. 

A.  K.  Van  Deveuter,  Treasurer. 

New  York,  February  !),  1911. 
For  form   of  warrant   see    Form   1507,  fiupra. 

See  generally  as  to  dividend  warrants,  Cook  on  Corporations,  §538; 
Clark  &  M.,  Corp.,  §  523d. 

Form  1538. 
NOTICE  01*  DIVIDEND  AND  STOCK  DIVIDEND. 

American   Light   &  Traction   Conii)any, 
40  Wall  Street,  New  York  City. 

July  5,  1910. 

The  Board  of  Directors  this  day  declared  from  the  Net  Earnings  of 
the  Company  the  regular  quarterly  dividend  of  One  and  One-half  Per 
Cent.  (1%%)  on  the  Preferred  stock  of  this  Company,  payable  August 
1,  1910,  to  stockholders  of  record  of  Preferred  stock  at  the  close  of 
business  July   16,  1910. 

The  Board  also  declared  from  the  undivided  profits  of  the  Company 
a  quarterly  dividend  of  Two  and  One-half  Per  Cent.  (2^2%)  on  the 
Common  stock  of  the  Company,  payable  August  1,  1910,  to  stockholders 
of  record  of  Common  stock  at  the  close  of  business  July  16,  1910. 

The  Board  also  declared  from  the  undivided  profits  of  the  Company  a 
dividend  of  Two  and  One-half  (2V^)  shares  of  Common  stock  on  every 
One  Hundred  (100)  shares  of  Common  stock  outstanding,  payable  on  or 
before  August  15,  1910,  to  stockholders  of  record  of  Common  stock  at 
the  close  of  business  July  16,  1910. 

The  Transfer  Books  for  both  Preferred  and  Common  stock  will  close 
July  16,  1910,  at  twelve  o'clock,  noon,  and  will  reopen  August  1,  1910,  at 
ten   o'clock   A.  M. 

C.  N.  Jelliffe,  Secretary. 

The  power  of  the  corporation  to  close  its  transfer  books  is  not  clearly 
defined.  In  Cook  on  Corporations  (6th  Ed.)  See.  611,  it  is  said:  "A 
corporation  may,  in  accordance  with  a  by-law  or  a  resolution  of  its  board 
of  directors,  close  its  books  for  a  reasonable  time  before  an  election,  in 
order  to  prepare  a  list  of  the  stockholders  entitled  to  vote.  In  Canada, 
however,  it  has  been  held  that  at  common  law  a  corporation  has  no  power 
to  close  its  transfer  books  temporarily  for  a  meeting  or  dividends."  In 
the  case  of  Re  Panton,  etc..  Co.,  9  Ont.  Law  Rep.  (Can.  1904)  3.  it  was 
held  that  where  there  was  no  by-law  providing  therefor,  the  directors  had 
no  power  to  refuse  to  record  a  transfer  of  shares,  and  a  mandamus  was 
granted  to  compel  the  recording  thereof  though  the  corporate  books  had 
been  closed  for  a  short  time  for  the  purpose  of  ascertaining  the  shareholders 
entitled  to  vote  at  the  annual  meeting.  The  court  said:  "It  may  be  con- 
venient that  for  a  brief  period  before  the  annual  or  a  special  meeting  of 
the  shareholders  transfers  should  not  be  recorded,  so  as  to  avoid  confusion, 
or  rather  perhaps,  some  inconvenience  in  ascertaining  who  are  shareholders 
entitled  to  be  present  or  represented  at  the  meeting,  but  the  power  to  im- 
pose this  restriction  on  sellers  and  purchasers  of  shares  has  not.  that  I  can 
see,  in  the  absence  of  a  bylaw  been  conferred  upon  the  directors,  nor  do  I 
find  any  authority,  nor  have  counsel  been  able  to  refer  me  to  any,  which 
might  indicate  that,  in  the  absence  of  statutory  authority,  the  company 
have  any  discretion  in  this  respect."  In  Jones  v.  Terre  Haute,  etc., 
B    R    Co.,  57  N.  Y.  196,  it  was  held  that  the  fact  that  the  directors  had 


1096    CORPORATION  FORMS  AND  PRECEDENTS. 

adopted  a  particular  day  as  the  close  of  the  corporate  fiscal  year,  or  directed 
the  closing  of  the  transfer  books  for  any  purpose,  did  not  in  any  way  im- 
pair the  legal  rights  of  stockholders  becoming  such  after  the  transfer  books 
had  been  closed.  See  also  Robinson  v.  Kat.  Bank  of  New  Berne,  95  N.  Y 
637. 

As  to  dividends,  it  is  said  in  Cook  on  Corporations  (6th  Ed.)  Sees.  539- 
540:  "As  between  the  vendor  and  vendee  of  shares  of  stock,  it  is  a  settled 
rule  that  the  vendee  is  entitled  to  all  the  dividends  on  the  stock  which  are 
declared  after  the  sale  of  the  stock.  Even  though  the  transfer  has  not 
been  recorded,  the  transferee  has  a  right  to  the  dividends  as  against  the 
transferrer.  *  *  *  When  a  dividend  is  made  payable  on  a  day  sub- 
sequent to  the  day  on  which  it  is  formally  declared,  it  belongs  to  the  stock- 
holder who  owns  the  shares  on  the  day  the  dividend  is  declared,  and  not  to 
the  owner  at  the  time  it  is  payable,  unless,  of  course,  the  resolution  declar- 
ing the  dividend  makes  it  payable  to  stockholders  of  record  of  a  later  date. 
*  *  *  Dividends  among  stockholders  of  the  same  class  must  be  always 
pro  rata,  equal  and  without  preference. ' ' 

Form  1539. 
NOTICE  OF  DECLARATION  OF  STOCK  DIVIDEND. 

Steel  &  Iron  Company, 


The  Boa/d  of  Directors  of  this  Company  have  declared  a  stock  divi- 
dend of  Thirty-three  and  One-third  Per  Cent.  (33  1-3%)  upon  the 
Common  Stock  of  the  Company,  payable  October  2d,  19 ,  to  stock- 
holders of  record  at  the  close  of  business  September  20th,  19 Transfer 

books  of  the  Common  Stock  close  at  3  P.  M.  September  20th,  19 ,  and 

reopen  October  3d,  19. . . . 

Until  the  stock  represented  by  this  dividend  is  listed  upon  the  New 
York  Stock  Exchange,  negotiable  ad  interim  certificates  of  the  Central 
Trust  Company  of  New  York  will  be  delivered  to  stockholders,  ex- 
changeable for  regular  stock  certificates  as  soon  as  the  same  are,  after 
listing,  available  for  delivery  to  the  holders  of  such  ad  interim  certificates. 


Secretary  and  Treasurer. 

New  York  City,  Sept.  12th,  19 

See  as  to  the  increase  of  stock  by  a  stock  dividend,  Cook  on  Corporations, 
§§  51,  287,  and  Chapter  XXXII;  Clark  &  M.,  Corp.,  §  523e. 

See  for  stock  dividend,  People  v.  Glynn,  114  N.  Y.  Supp.  460,  affirmed 
198  N.  Y.  605;  Kimball  v.  Success  Mining  Co.,  110  Pac.  (Utah)  812; 
Lancaster  Trust  Co.  v.  Mason,  152  N.  C.  660;  Schell  v.  Alston,  149  Fed. 
439. 

See  for  scrip  dividends,  Billingham  v.  Gleason  Mfg.  Co.,  91  N.  Y.  Supp. 
1046,  185  N.  Y.  571;  Shelby  v.  New  York  Steam  Co.,  121  N.  Y.  Supp.  619; 
Baldwin  v.  Miller  &  Lux,  152  Cal.  454. 

Form  1540. 

NOTICE  OF  DIVIDEND  FROM  REVENUE  AND 
LAND  SALES. 

The   Canadian    Pacific   Railway  Company. 

Dividend  No.  60. 

At   a   meeting   of   the  Board  of   Directors   held   this   day  a   dividend   of 

two  and  one-half  per  cent,  on  the  Common  Stock  for  the  quarter  ended 

Slat  March  last,  being  at  the  rate  of  seven  per  cent,  per  annum  from 


DIVIDENDS.  1097 

revenue  and  three  per  cent,  per  annum  from  interest  on  the  proceeds 
of  land  sales  and  from  other  extraneous  assets,  was  declared,  payable 
on  ^Otii  June  next  to  Shareholders  of  record  at  c!:00  P.  SL  on  1st  June 
next. 

By  order  of  the  Board. 

W.  R.  Baker,  Secretary. 

Montreal,  May  8th,   1911. 

See  generally  as  to  what  are  profits,  from  which  dividends  may  be  de- 
clared, Cook  on  Corporations,  §546;  Clark  &  M.,  Corp.,  §§517-520. 

Form  1541. 
NOTICE  OF  PAYMENT  OF  DIVIDEND  OUT  OF  RENTAL. 

The  Board  of  Directors  of  the    Kailway  k   Light  (Jonipaiiy 

have  declared  a  dividend  of  two  and  one-half  per  cent.  (2i^%)  on  the 
capital  stock  of  the  said  Company,  payable  on  the  5th  day  of  December, 
1910,  to  the  stockholders  of  record  as  of  Noon,  Thursday,  November 
24th,    1910,    out    of    the    tenth    instalment    of    rental    payable    by    the 

Traction   Company  on   December   1st,   1910,  under  the  terms 

of  the  lease  of  April  26th,  1906,  between  the   Railway 

&   Light   Company   and   the    Traction    Company.      The 

transfer  books  of  the  Company  will  be  closed  at  Noon  on  Thursday, 
November  24th,  and  reopened  at  the  same  hour  on  Thursday,  December 
1st,   1910. 

,   Secretary. 

See  note  to  preceding  form. 

Form  1542. 

NOTICE  OF  DIVIDEND  AND  CHANGE  OF 

DIVIDEND  DATE. 

Company. 

To  the  Stockholders:  June  21,  1911. 

The  Board  of  Directors  of Company  declared  a  dividend 

of  3%  upon  the  Common  Stock  of  the  Company,  payable  August  1,  1911, 
to  stockholders  of  record  at  the  close  of  business  July  15th.  The  Board 
also  declared  a  dividend  of  2%  upon  the  First  Preferred  stock,  payable 
September  9th,  1911,  to  stockholders  of  record  at  the  close  of  business 
August  23d,   1911. 

After  the  payment  of  the  semi-ainuial  dividend  on  the  Common  Stock 
on  August  1,  1911,  the  payment  of  the  semi-annual  dividend  on  the 
First  Preferred  on  September  9,  1911,  and  the  semi-annual  dividend  on 
the  Second  Preferred,  which  will  be  paid  in  November,  1911,  the  future 
payments  of  both  Preferred  and  Common  Stocks  will  be  made  quarterly 
on  the  second  Thursday  of  the  month. 

The  effect  of  this  arrangement  will  be  to  have  a  dividend  payment  due 
each  month,  viz.: 

First   Preferred.  Second  Preferred.  Common. 

March  January  February 

June  April  May 

September  July  August 

December  October  November 


1098    (X^RPORATION  FORMS  AND  PRECEDENTS. 

In  order  to  carry  out  this  arraiigeinoiit,  it  will  be  necessary  to  declare 
a  two  months'  dividend  on  the  JSeeond  Preferred  stock,  payable  in 
January,   1912. 

,   Secretary. 

Form  1543. 

NOTICE    OF    DIVIDEND    AND    CHANGE    OF    DIVIDEND 

PERIODS. 

Company. 

To  the  Stockholders:  New  York,  May  20,  1905. 

At  a  meeting  of  the  Board  of  Directors  held  on  May  9th,  1905,  a 
dividend  for  two  months  at  the  rate  of  seven  per  cent,  per  annum 
(being  one  and  one-sixth  per  cent.)  was  declared  on  the  Preferred  Capi- 
tal Stock  and  made  payable  July  1st,  1905.  The  transfer  books  will  close 
June  8,  1905,  and  reopen  July  3d,  1905, 

This  action  was  taken  to  bring  the  quarterly  dividend  periods  and 
reports  in  conformity  to  the  fiscal  year  and  annual  statement.  On 
account  of  the  difficulty  in  taking  inventory  during  a  winter  month, 
the  fiscal  year  was  changed  to  end  April  30  instead  of  February  28,  the 
Company  having  begun  operations  March  1st,  1899,  and  the  first  fiscal 
period,  therefore,  was  fourteen  months.  This  change  made  it  necessary 
to  include  the  earnings  for  March  and  April  in  the  annual  statement, 
and  those  for  May  in  the  subsequent  quarterly  report.  As  these  three 
months  have  heretofore  covered  one  dividend  period,  this  separation  of 
the  earnings  caused  some  misunderstanding,  which  will  be  avoided  hereafter 
as  the  quarterly  report  will  then  cover  the  same  period  as  the  dividend. 

The  first  dividend  on  the  Preferred  Capital  Stock  was  paid  in  July, 
1899,  and  quarterly  dividends  have  been  paid  on  same  since  that  time 
during  each  subsequent  November,  February,  May  and  August.  After 
July  1st,  1905,  however,  the  regular  quarterly  dividend  on  the  Preferred 
Capital  Stock  of  one  and  three-quarters  per  cent,  (being  at  the  rate 
of  seven  per  cent,  per  annum),  when  declared,  will  be  paid  on  the 
first  day  of  October,  January,  April  and  July  of  each  year,  and  on  the 
same  day  a  report  of  the  result  of  the  operations  of  the  Company  for 
the  dividend  period  will  be  mailed  to  the  stockholders. 

It  will  be  apparent  that  the  dividend  of  one  and  one-sixth  per  cent., 
payable  July  1st,  1905,  is  declared  solely  to  make  the  dividend  periods 
and  the  quarterly  rep(jrts  conform  to  the  fiscal  year  by  paying  two 
months'  dividend  before  the  regular  time,  and  does  not  in  any  way  affect 
the  dividend  rate  to  be  paid  on  the  Preferred  Stock. 
Eespecifully   submitted, 

,   President. 

See  generally  as  to  dividends  upon  preferred  stock,  Cook  on  Corporations, 
§§267,  271;  Clark  &  M.,  Corp.,  §529. 


DIVIDENDS.  1099 

Form  1544. 
DIVIDEND  BOOK. 

Dividend   No of    jx-r   cent.,  or  $ per  share,  of 

the ,  declared ,  1!' ,  at  a  .  .  ■ meeting. 

Total    dividend    $ 

No.    of  Date  of  Payment  How 

Name.       Address.         .,,  Amount         ,,      .■    .^       -.-  t>      >  i  * 

Shares  Month  Day   lear    Kec'd  for 

See  as  to  the  effect  of  crediting  a  dividend  to  a  stockholder,  Cook  oh 
Corporations,  §  541  ;•  Clark  &  M.,  Corp.,  §517. 

See  Forms  1198-12(13,  supra,  fur  other  stock  books. 

Form  1545. 

RESOLUTION   IN   REFERENCE   TO    SUING   DIRECTORS 
FOR  DECLARING  DIVIDENDS. 

The  board  of  directors  having  examined  the  report  of  the  committee 
appointed  to  consider  the  application  of  Richard  Siegman,  and  having 
heard  the  statements  made  by  the  committee,  and  having  examined 
documents,  accounts  and  statements  showing  the  history  and  affairs  of 
the  Company  in  the  years  eighteen  hundred  and  ninety-nine  and  nine- 
teen hundred,  and  the  board  being  satisfied  from  its  examination  that 
the  dividends  declared  in  thosre  years  were  reasonably  made  in  the  light 
of  what  was  known  and  believed  at  the  time,  and  that  the  said  dividends 
were  declared  fairly  and  in  good  faith,  and  that  it  is  not  for  the  interest 
of  the  company  that  suit  should  be  brought  against  the  directors  to 
recover  such  dividends,  and  the  advice  of  counsel  having  been  taken 
regarding  the  power  and  duty  of  this  board: 

Resolved,  that  the  demand  of  Richard  Siegman  that  suit  be  brought 
against  the  former  directors  of  the  company  to  recover  the  dividends 
declared  by  them  in  the  years  eighteen  hundred  and  ninety-nine  and 
nineteen  hundre<l,  be  and  the  same  hereby  is  denied,  unless  and  until 
such  suit  shall  be  ordered  by  a  majority,  in  interest,  of  the  stockholders, 
other  than  the  said  former  directors,  and  that  unless  so  ordered,  no 
suit  shall  be  brought  by  the  company  or  on  its  behalf  to  recover  from 
the  said  former  directors  any  of  the  dividends  declared. 

Resolved,  that  on  the  written  demand  of  Richard  Siegman  or  any  of 
other  stockholders  the  president  shall  call  a  special  meeting  of  stock- 
holders to  consider  the  application  of  said  Siegman,  or  of  such  other 
stockholders,  for   the   bringing  of   such  suit. 

See  Siegman  v.  Electric  Vehicle  Co.,  140  Fed.  117. 

Form  1546. 

RESOLUTION  OF  STOCKHOLDERS  IN  REFERENCE  TO 

SUING  DIRECTORS  FOR  DECLARING 

DIVIDENDS. 

Whereas,  it  appears  that  no  just  ground  exists  for  a  suit  against  the 
former   directors  of  the  company  on   account   of   the   declaration  by   them 


1100    CORPORATION  FORMS  AND  PRECEDENTS. 

of  the  divideuds  iu  the  years  1899  and  19UUj  aud  it  further  appears 
that  it  is  not  expedient  nor  for  the  interest  of  the  company  that  a 
suit  on  that  account  should  be  brought  against  the  said  former  directors. 

Therefore,  resolved,  that  the  action  of  the  board  of  directors  in 
refusing  to  bring  suit  against  the  former  directors  of  the  company  to 
recover  dividends  declared  by  them  in  the  years  1899  and  1900  be 
approved  and   ratified. 

Resolved,  that  no  suit  shall  be  brought  by  the  company,  or  on  its 
behalf,  to  recover  from  the  former  directors  of  the  company  any  of  the 
said  dividends  declared  by  them,  or  to  recover  any  damages  or  penalties 
on  account  of  such  declaration  of  dividends. 

The  above  resolution  was  considered  in  Siegman  v.  Electric  Vehicle  Co., 
140  Fed.  117. 

Form  1547. 

AGREEMENT  FOR  FUNDING  ARREARS  OF  DIVIDEND 
ON  PREFERRED  STOCK. 

An  agreement  made  the    day  of   ,   19.  ... , 

between on  behalf  of  all  the  holders  of  preferred  stock  of 

the Company,  a  corporation  organized  under  the  laws  of 

(hereinafter  called  "the  Company"),  of  the  one  part, 

and    on  behalf  of  all  the  holders  of  common  stock  of  the 

Company,  of  the  second  part,  and  the  said   Company  of 

^he  third  part. 

WTiereas,    the   authorized    capital   stock   of   said   Company   is   $ , 

divided  into shares  of  preferred  stock  of  the  par  value  of  $...... 

each,  and shares  of  common  stock  of  the  par  value  of  $ 

each;   and, 

Whereas, of  the  said  shares  of  preferred  stock  and 

of  the  said  shares  of  common  stock  have  been  issued ;  and, 

Whereas,  the  said  shares  of  preferred  stock  entitle  the  holders  to  receive 
a  dividend  at  the  rate  of  six  per  cent,  per  annum  on  the  par  value  thereof, 
such  dividend  being  cumulative,  so  that  the  deficiency  of  one  year  shall 
be  made  good  out  of  the  profits  of  any  subsequent  year,  and  to  a  preferential 
right  to  repayment  of  capital  stock  out  of  the  surplus  assets  of  the  Com- 
pany available  for  distribution  among  the  shareholders  in  winding  up  pro- 
ceedings, and  the  shares  of  common  stock  entitle  the  holders  to  receive 
dividends  out  of  the  surplus  profits,  after  payment  of  the  preferred  dividend, 
subject  nevertheless  to  the  provisions  in  the  Articles  of  Association  con- 
cerning a  reserve  fund;  and, 

Whereas,  owing  to  various  causes  the  Company  has  for  several  years  had 
no  profits  with  which  to  pay  dividends  to  its  shareholders,  and  in  the 
result  the  dividend  on  its  preferred  stock  aforesaid  has  fallen  largely  into 
arrear,  so  much  that  the  arrears  now  due  in  respect  of  such  preferred  divi- 
dend amount  to  $ ,  which  sum  is  hereinafter  referred  to  as  "the 

arrear  of  $ ;"  and, 

Whereas,  the  existence  of  these  arrears  of  preferred  dividend  has 
and  must  have  a  detrimental  effect  on  the  credit  of  the  Company  and  on 
the  value  of  its  shares,  and  is  found  to  interfere  seriously  with  the  carry- 
ing on  of  the  Company's  business  to  the  best  advantage;  and, 


DIVIDENDS.  not 

Whereas,  in  the  circumstances  it  is  desired  to  fuud  the  said  arrears  as 
hereinafter  provided. 

Now  therefore  it  is  agreed  as  follows: 

1.  The  Company  shall,  when  this  agreement  becomes  absolute  as  here- 
inafter provided,  issue  to  each  holder  of  preferred  stock  who  shall  have 
ratified  this  agreement  a  funding  certificate  for  so  much  of  the  arrear  of 

$ aforesaid  as  shall  be  owing  in  respect  of  the  i)referred  stock  held 

by  him  or  at  his  option  several  funding  certificates  each  for  a  portion  of 
such  amount  aforesaid,  and  every  such  funding  certificate  shall  be  framed 
in  the  terms  set  forth  in  the  Schedule  hereto,  and  the  principal  sums  speci- 
fied in  every  such  certificate  shall  be  a  sum  equal  to  the  amount  of  the 
arrear  aforesaid  in  respect  of  which  such  certificate  is  issued,  and  such 
holder  shall  accept  such  certificate  or  certificates   in   full   satisfaction   and 

discharge  of  the  arrear  of  dividend  on  his  preferred  stock  up  to  the 

of ,  19.  . .  .,  subject  nevertheless  as  hereinafter  provided. 

2.  The  principal  sum  specified  in  each  such  certificate  shall  carry  interest 
at  the  rate  of  three  per  cent.  (3%)  per  annum,  but  such  interest,  as  re- 
gards each  year,  shall  be  payable  exclusively  out  of  the  surplus  profits  of 
the  Company  of  that  year  which  shall  remain  after  paying  the  dividend  on 
the  preferred  stock  in  the  Company  to  the  close  of  such  year,  and  shall  not 
be  cumulative. 

3.  In  the  event  of  a  winding-up  of  the  Company  the  principal  sums 
mentioned  in  the  said  certificates  shall  be  paid  out  of  the  surplus  assets 

of  the   Company,  which  shall  remain  after  paying  off 

the  capital  paid  up  on  the  preferred  stock  of  the  original  capital,  and  shall 
rank  for  payment  in  priority  to  any  return  of  capital  on  the  common  stock, 

4.  This  agreement  is  intended  to  bind  all  the  shareholders  in  the 
Company,  who  ratify  the  same,  and  their  shares  in  the 

Company,  and  also  their  respective  successors  in  title,  owners  for  the  time 
being  of  their  shares;  and  accordingly  every  certificate  of  title  in  respect 
of  any  shares  belonging  to  a  shareholder  who  ratifies  this  agreement,  shall 
be  given  up  to  the  Company  in  order  that  a  reference  to  this,  agreement 
may  be  placed  thereon  and  every  certificate  issued  after  this  agreement 
becomes  absolute,  in  respect  of  any  such  shares,  shall  bear  a  reference 
hereto;  and,  further,  every  transfer  of  any  such  shares,  made  whilst  any 
of  the  said  certificates  are  outstanding,  shall  contain  words  to  the  effect 
that  the  transferee  takes  the  shares  subject  to  the  provisions  of  this 
agreement. 

5.  The  ratifying  shareholders  shall  take  steps  to  procure  the  passing  of 
a  special  resolution  of  the  Company  referring  to  this  agreement,  and  mak- 
ing the  necessary  alterations  in  the  Articles  of  Association  of  the  Company 
so  as  to  give  effect  to  the  provisions  hereof  so  far  as  practicable. 

6.  The  Company  shall  have  the  custody  of  this  agreement,  and  of  all 
ratifications  thereof,  and  shall  cause  a  note  to  be  endorsed  on  or  subjoined 
to  this  agreement,  specifying  the  shares  held  of  the  ratifying  shareholders. 

7.  This  agreement  will  become  absolute  if,  before  the day  of 

,  19.  .  .  .,  it  is  ratified  in  writing  by  the  holders  of  pre- 
ferred stock  and  common  stock  in  the  Company,  holding  between  them 
not  less  than  $ preferred  stock  and  $ common  stock  respect- 
ively of  the  Company. 

8.  In  the  event  of  this  agreement  becoming  absolute,   the  outstanding 


1102     CORPORATION  FORMS  AND  PRECEDENTS. 

sharehoklers  shall  be  in  no  way  prejudiced  by  this  agreement  nor  shall  they 
be  in  a  better  position  as  regards  dividends  than  if  they  had  ratified  this 

agreement;  and  accordingly  as  against  them  the  arrear  of  $ shall 

not  be  considered  to  have  been  satisfied  by  the  issue  of  the  said  certificates. 
They  may,  however,  at  any  time  afterwards,  with  the  consent  of  the  Com- 
pany, ratify  this  agreement,  and  shall  thereupon  become  entitled  to  the 
benefit  thereof. 

9.     If  this  agreement  shall  not  become  absolute  before  the   

day  of   ,   19.  . .  .,  it  shall  thereupon  become  void. 

In  Witness  Whereof,  etc. 

(Attach  schedule  mentioned.) 

Form  1548. 
FUNDING  CERTIFICATE. 

The Company 

Issue   of  funding  certificates  not   exceeding  $ ,   bearing   interest 

at  the  rate  of  three  per  cent,  per  annum. 

Funding  certificate  for  the  principal  sum  of   

1.  This  certificate  is  issued  in  respect  of  shares  of  the  pre- 
ferred  stock   of   the    Company,   represented  by   certificates 

numbered    to   inclusive  and  represents  an  arrear  of 

dividend  thereon  up  to  the day  of ,  19.  . . . 

2.  The  said  principal  sum  above  mentioned  carries  interest  at  the  rate 

of  three  per  cent.   (3%)  per  annum  payable  half-yearly  on  the 

day  of   and    day  of   ,  out  of 

the  surplus  profits  of  the  Company  of  each  year,  which  shall  remain  after 
paying  or  providing  for  the  payment  of  the  dividend  on  the  preferred  stock 
of  the  company  at  the  close  of  each  year,  and  such  interest  is  not  to  be 
cumulative. 

3.  In  the  event  of  the  winding  up  of  the  Company,  the  principal  sum 
mentioned  in  this  certificate  will  lie  paid  off  out  of  the  surplus  assets  of 
the  Company,  which  shall  remain  after  paying  off  the  capital  paid  up  on 
the  preferred  stock  in  the  original  capital  and  shall  rank  for  payment  in 
priority  to  any  return  of  capital  on  the  common  stock. 

4.  This  certificate  is  issued  to    of ,  and  he, 

or  any  otfier  registered  holder  for  the  time  being  hereof,  will  be  entitled  to 
the  benefit  hereof. 

5.  This  certificate  is  issued  subject  to  the  conditions  endorKcd  hereon, 
which  shall  be  deemed  part  of  it. 

In  Witness  Whereof,  etc. 

(Provisions  for  registry  and  transfer  endorsed.) 

Form  1549. 
TABLE  SHOWING  ACTUAL  RATE  OF  INCOME  ON  DIVI- 
DEND PAYING  STOCKS  AT  VARIOUS 
PRICES  (PAR  $100). 
Price 

% 
50 


3% 

4% 

5% 

6% 

7% 

8% 

9% 

10% 

6-.00 

8.00 

10.00 

12.00 

14.00 

16.00 

18.00 

20.00 

DIVIDENDS.  1103 


Price 

« 

% 

3% 

4% 

5% 

6% 

7% 

8% 

9% 

10% 

51 

5.88 

7.84 

9.80 

11.76 

13.73 

15.69 

17.64 

19.61 

52 

5.77 

7.69 

9.62 

11.54 

13.46 

l.'5.38 

17.30 

19.23 

53 

5.66 

7.55 

9.43 

11.32 

13.21 

15.09 

16.98 

18.87 

54 

5.56 

7.41 

9.26 

11.11 

12.96 

14.82 

16.67 

18.52 

55 

5.45 

7.27 

9.09 

10.91 

12.73 

14.55 

16.30 

18.18 

56 

5.36 

7.14 

3.91 

10.71 

12.50 

14.29 

16.07 

17.86 

57 

5.26 

7.02 

8.77 

10.53 

12.28 

14.04 

15.79 

17.54 

58      . 

5.17 

6.90 

8.62 

10.34 

12.07 

13.79 

15.52 

17.24 

59 

5.08 

6.78 

8.47 

10.17 

11.86 

13.56 

15.25 

16.95 

60 

5.00 

6.67 

8.34 

10.00 

11.67 

13.34 

15.00 

16.66 

61 

4.92 

6.56 

8.20 

9.84 

11.48 

13.11 

14.75 

16.39 

62 

4.84 

6.45 

8.06 

9.68 

11.29 

12.90 

14.51 

16.13 

63 

4.76 

6.35 

7.94 

9.52 

11.11 

12.70 

14.29 

15.89 

64 

4.69 

6.25 

7.81 

9.38 

10.94 

12.50 

14.06 

15.62 

65 

4.62 

6.15 

7.69 

9.23 

10.77 

12.31 

13.85 

15.38 

66 

4.55 

6.06 

7.58 

9.09 

10.01 

12.12 

13.64 

15.15 

67 

4.48 

5.97 

7.46 

8.96 

10.45 

11.94 

13.43 

14.93 

68 

■  4.41 

5.88 

7».35 

8.81 

10.29 

11.76 

13.24 

14.71 

69 

4.35 

5.80 

7.25 

8.70 

10.14 

1159 

13.04 

14.49 

70 

4.29 

5.71 

7.14 

8.57 

10.00 

11.43 

12.86 

14.28 

71 

4.23 

5  63 

7.04 

8.45 

9.86 

11.27 

12.68 

14.08 

72 

4.17 

5.56 

6.94 

8.33 

9.72 

11.11 

12.50 

13.80 

73 

4.11 

5.48 

6.85 

8.22 

9.59  . 

10.96 

12.34 

13.69 

74 

4.05 

5.41 

6.76 

8.11 

9.46 

10.81 

12.16 

13.51 

75 

4.00 

5.33 

6.67 

8.00 

9.33 

10.67 

12.00 

13.35 

76 

3.95 

5.26 

6.58 

7.80 

9.21 

10.53 

11.84 

13.15 

77 

3.89 

5.19 

6.49 

7.79 

9.09. 

10.39 

11.69 

12.98 

78 

3.85 

5.13 

6.41 

7.69 

8.97 

10.26 

11.54 

12.82 

79 

3.80 

5.06 

6.33 

7.59 

8.86 

10.13 

11.39 

12.65 

80 

3.75 

5.00 

6.25 

7.50 

8.75 

10.00 

11.25 

12.50 

81 

3.71 

4.94 

6.]7 

7.41 

8,64 

9.88 

11.11 

12.34 

82 

3.66 

4.S8 

6.10 

7.32 

8.54 

9.76 

10.98 

12.19 

83 

3.62 

4.82 

6.02 

7.23 

8.13 

9.64 

10.84 

12.05 

.   84 

3.57 

4.76 

5.95 

7.14 

8.33 

9.52 

10.71 

11.90 

85 

3.53 

4.71 

5.88 

7.06 

8.24 

9.41 

10..59 

11.76 

86 

3.49 

4.65 

5.81 

6.98 

8.14 

9.30 

10.47 

11.62 

87 

3.45 

4.60 

5.75 

6.90 

8.05 

9.20 

10.34 

11.49 

88 

3.41 

4.55 

5.(-8 

6.82 

7.95 

9.09 

10.23 

11.36 

89 

3.37 

4.49 

5.62 

0.74 

7.87 

8.99 

10.11 

11.23 

90 

3.33 

4.44 

5.56 

6.67 

7.78 

8.89 

10.00 

11.11 

91 

3.30 

4.40 

5.49 

6.59 

7.69 

8.79 

9.S9 

10.98 

92 

3.26 

4.35 

5.43 

6.52 

7.61 

8.70 

9.78 

10.86 

93 

3.23 

4.30 

5.38 

6.45 

^  7.53 

8.60 

9. 68 

10.75 

94 

3.19 

4.26 

5.32 

6.38 

7.45 

8.51 

9.57 

10.63 

95 

3.16 

4.21 

5.26 

6.32 

7.37 

8.42 

9.47 

10.52 

96 

3.13 

4.17 

5.21 

6.25 

7.29 

8.33 

9.37 

10.41 

97 

3.10 

4.12 

5.15 

6.19 

7.22 

8.25 

9.28 

10.30 

98 

3.06 

4.08 

5.10 

6.12 

7.14 

8.16 

9.19 

10.20 

99 

3.03 

4.04 

5.05 

6.06 

7.07 

8.08 

9.10 

10.10 

1104    CORPORATION  FORMS  AND  PRECEDENTS. 


Price 

% 

3% 

4% 

5% 

6% 

7% 

8% 

9% 

10% 

100 

3.00 

4.00 

5.00 

6.00 

7.00 

8.00 

9.00 

10.00 

101 

2.97 

3.96 

4.95 

5.94 

6.93 

7.92 

8.91 

9.90 

102 

2.94 

3.92 

4.90 

5.88 

6.86 

7.84 

8.82 

9.80 

103 

2.92 

3.88 

4.85 

5.83 

6.80 

7.77 

874 

9  70 

104 

2.88 

3.85 

4.81 

5,77 

6.73 

7.69 

8.65 

9.61 

105 

.   2.86 

3.81 

4.76 

5.71 

6.67 

7.62 

8.57 

9.52 

106 

2.83 

3.77 

4.72 

5.66 

6.60 

7.55 

8.49 

9.43 

107 

2.81 

3.74 

4.67 

5.61 

6.54 

7.48 

8.41 

9.34 

lOS 

2.78 

3.70 

4.63 

5.56 

6.48 

7.41 

8.33  ' 

9.25 

109 

2.75 

3.67 

4.58 

5.50 

6.42 

7.34 

8.25 

9.17 

110 

.2.73 

3.64 

4.55 

5.45 

6.36 

7.27 

8.18 

9.09 

111 

2.70 

3.60 

4.50 

5.40 

6.31 

7.21 

8.11 

9.01 

112 

2.68 

3.57 

4.46 

5.36 

6.25 

7.14 

8.04 

8.93 

113 

2.66 

3.54 

4.42 

5.31 

6.19 

7.08 

7.96 

8.85 

114 

2.63 

3.51 

4.39 

5.26 

6.14 

7.02 

7.90 

8.77 

115 

2.61 

3.48 

4.35 

5.22 

6.09 

6.96 

7.83 

8.69 

116 

2.59 

3.45 

4.31 

5.17 

6.04 

6.90 

7.76 

8.62 

117. 

2.57 

3.42 

4.27 

5.13 

5.98 

6.84 

7.69 

8.55 

118 

2.54 

3.39 

4.23 

5.08 

5.93 

6.78 

7.63 

8.47 

119 

2.52 

3.36 

4.20 

5.0^- 

5.88 

6.72 

7.56 

8.40 

120 

2.50 

3.33 

4.17 

5.00 

5.83 

6.67 

7.50 

8.33 

1221/2 

2.45 

3.27 

4.08 

4.90 

5.71 

6.53 

7.35 

8.16 

125 

2.40 

3.20 

4.00 

4.80 

5.60 

6.40 

7.20 

8.00 

1271/3 

2.36 

3.14 

3.92 

4.71 

5.49 

6.27 

7.06 

7.84 

130 

2.32 

3.08 

3.85 

4.62 

5.38 

6.15 

6.92 

7,69 

1321/3 

2.27 

3.02 

3.77 

4.53 

5.28 

6.04 

6.80 

7.55 

135 

2.22 

2.96 

3.71 

4.44 

5.19 

5.93 

6.67 

7.41 

■1371/2 

2.18 

2.91 

3.64 

4.36 

5.09 

5.82 

6.55 

7.27 

140 

2.15 

2.86 

3.57 

4.29 

5.00 

5.71 

6.43 

7.14 

1421/3 

2.11 

2.81 

3.51 

4.21 

4.91 

5.61 

6.31 

7.08 

145 

2.07 

2.76 

3.45 

4.14 

4.83 

5.52 

6.21 

6.90 

1471/3 

2.04 

2.71 

3.39 

4.07 

4.75 

5.42 

6.10 

6.78 

150 

2.00 

2.67 

3.33 

4.00 

4.67 

5.33 

6.00 

6.67 

1521/2 

1.97 

2.62 

3.28 

3.93 

4.59 

5.25 

5.90 

6.56 

155 

1.94 

2.58 

3.23 

3.87 

4.52 

5.16 

5.80 

6.45 

1571/3 

1.91 

2.54 

3.17 

3.81 

4.44 

5.08 

5.71 

6.35 

160 

1.88 

2.50 

3.13 

3.75 

4.38 

5.00 

5.63 

6.25 

1621/, 

1.85 

2.46 

3.08 

3.69 

4.31 

4.92 

5.54 

6.15 

165 

1.82 

2.42 

3.03 

3.64 

4.24 

4.85 

5.46 

6.06 

167 1/3 

1.79 

2.39 

2.99 

3.58 

4.18 

4.78 

5.38 

5.97 

170 

1.77 

2.35 

2.94 

3.53 

4.12 

4.71 

5.29 

5.88 

l"2'/y 

1.74 

2.32 

2.90 

3.48 

4.06 

4.64 

5.21 

5.80 

175 

1.72 

2.29 

2.86 

3.43 

4.00 

4.57 

5.14 

5.71 

1771/2 

1.69 

2.25 

2.82" 

3.38 

3.94 

4.51 

5.07 

5.63 

180 

1.67 

2.22 

2.78 

3.33 

3.89 

4.44 

5.00 

.5.56 

I821/3 

1.65 

2.19 

2.74 

3.29 

3.84 

4.38 

4.93 

5.48 

18f 

1.62 

2.16 

2.70 

3.24 

3.78 

4.32 

4.86 

5.41 

1871/2 

1.60 

2.13 

2.67 

3.20 

3.73 

4.27 

4.79 

5.33 

190 

1.58 

2.11 

2.63 

3.16 

3.68 

4.21 

*.73 

5.26 

DIVIDENDS.  1105 


% 

3% 

4% 

5% 

6% 

7% 

8% 

9% 

10% 

192 1/a 

1.56 

2.08 

2.60 

3.12 

3.64 

4.16 

4.67 

5.1<! 

195 

1.54 

2.05 

2.56 

3.08 

3.59 

4.10 

4.61 

5.i:; 

1971/2 

1.52 

2.03 

2.53 

3.04 

3.54 

4.05 

4.54 

5.or, 

200 

1.50 

2.00 

2..50 

3.00 

3..50 

t.OO 

4.50 

5.00 

205 

1.47 

1.95 

2.44 

2.93 

3.41 

3.9.1 

4.39 

4.88 

210 

1.43 

1.90 

2.38 

2.86 

3.33 

3.81 

4.28 

4.76 

215 

1.40 

1.86 

2.33 

2.79 

3.26 

3.72 

4.18 

4.65 

220 

1.37 

1.82 

2.27 

2.73 

3.18 

3.64 

4.08 

4.55 

225 

1.34 

1.78 

2.22 

2.67 

3.11 

3.56 

4.00 

4.44 

230 

1.31 

1.74 

2.17 

2.61 

3.04 

3.48 

3.91 

4.35 

235 

1.28 

1.70 

2.13 

2.55 

2.98 

3.40 

3.83 

4.20 

240 

1.25 

1.67 

2.08 

2.50 

2.92 

:i.33 

3.75 

4.17 

245 

1.23 

1.63 

2.04 

2.45 

2.86 

3.27 

3.68 

4.0H 

250 

1.20 

1.60 

2.00 

2.40 

2.80 

3.20 

3.00 

4.0(1 

255 

1.18 

1.57 

1.96 

2.35 

2.75 

3.14 

'  3..53 

3.92 

260 

1.16 

1.54 

1.92 

2.31 

2.69 

3.0S 

3.46 

3.85 

265 

1.13 

1.51 

1.89 

2.26 

2.64 

3.02 

3.39 

3.77 

270 

1.11 

1.48 

1.85 

2.22 

2.59 

2.0() 

3.33 

3.70 

275 

1.09 

1.45 

1.82 

2.18 

2.55 

2.01 

3.27 

3.64 

280 

1.07 

1.43 

1.79 

2.14 

2.50 

2. =6 

3.21 

3.57 

285 

1.06 

1.40 

1.75 

2.11 

2.46 

2.81 

3.16 

3.51 

290 

1.04 

1.38 

1.72 

2.07 

2.41 

.76 

3.10 

3.45 

295 

1.02 

1.36 

1.69 

2.03 

2.37 

2.71 

3.05 

3.39 

300 

1.00 

1.33 

1.67 

2.00 

2.33 

2.67 

3.00 

3.33 

CHAPTER  XXIII. 
VOTING  TRUSTS.       ' 

Form  1550. 
VOTING  TRUST  AGREEMENT.  ♦ 

Agreement   made   this    day    of    191..    between 

all  the  stockholders  of  The  Company,  a  corporation  or- 
ganized under  the  laws  of  the  State  of   ,  and  having  its 

principal   office  at   ,   ,  who  shall  become  parties  to 

this  agreement  by  signing  the  same,  hereinafter  called  the  stockholders, 

parties  of   the   first  part,   and    and    ajid 

'.    of    ,   hereinafter  called  the   Trustees, 

parties  of  the  second  part. 

Whereas   the   said    Company   is   indebted   to    sundry 

persons  and  corporations  in  a  considerable  amount  for  the  construction, 
equipment  and  betterments  of  its  plants,  and  is  in  need  of  funds  for 
the  purpose  of  paying  such  indebtedness,  and  also  for  the  purpose  of 
developing  its  plant  and  earning  capacity,  and  placing  it  upon  a  dividend 
paying  basis;  and 

Whereas  certain  stockholders  of  said  company  as  a  means  and  for 
the  purpose  of  enabling  said  company  to  raise  and  obtain  the  necessarj' 
funds  to  pay  said  indebtedness  and  to  improve  and  develop  its  plant  and 
earning  capacity,  heretofore  donated  and  surrendered  a  certain  per- 
centage   of    the    capital    stock    of    said    company    owned    by    them,    and 

deposited  the  same  in  the  hands  of  said and 

and    as    Trustees    and    agents    to    sell    the 

same  for  the  benefit  of  said  company  for  a  sum  of  not  less  than 

dollars;    and 

Whereas   said    and    

thereafter  formed  a  syndicate  for  the  purchase  of  said  stock  so  deposited 
with  them  and  at  the  request  and  with  the  consent  of  all  parties  hereto 
sold  said  stock  so  deposited  with  them  to  the  members  of  said  syndicate 

for   the   sum   of    dollars,   with   the    express    understanding 

and  agreement  which  was  made  a  part  of  the  consideration  for  the 
purchase  and  sale  of  said  stock,  and  which  understanding  was  and 
hereby  is  ratified  by  all  of  the  parties  hereto,  that  the  stockholders  of 
said  company  owning  a  majority  of  the  capital  stock  thereof  would  act 
together  jointly  and  severally  in  the  manner  hereinafter  set  forth;  and 

Whereas  the  stockholders  believe  it  to  be  essential  to  their  interests 
to  protect  themselves  against  the  purchase  of  a  majority  of  the  shares 
of  the  company  by  parties  acting  on  behalf  of  the  corporate  or  other 
interests,  to  which  the  rights  of  the  remaining  stockholders  would  be 
subordinated,  and  also  believe  that  it  is  essential  for  the  success  of  said 
company  and  for  the  best  interest  of  all  the  stockholders  thereof  that  the 
said  company  shall  be  managed  and  directed  during  the  next  ten  years  of 

1106 


VOTING  TRUSTS.  1107 

its  existence  under  a  definite  and  fixed  policy  to  secure  a  union  of  all 
the  interests  in  order  to  properly  develop  the  rights,  privileges,  fran- 
chises, property  and  earning  capacity  of  said  company;  and 

Whereas  they  believe  that  their  object  can  be  best  accomplished  by 
acting  together  jointly  and  severally  in  the  manner  hereinafter  set  forth, 
the  agreement  of  each  constituting  one  of  the  considerations  for  the 
agreement  of  the  others,  and  in  particular  by  giving  to  the  trustees  -as 
their  agents  and  attorneys  in  fact  an  irrevocable  power  of  sale  upon  the 
terms  and  conditions  hereinafter  set  forth;  and 

Whereas  for  the  purpose  of  this  protection  the  stockholders  have 
requested  the  Trustees  to  take  and  hold  for  the  period  hereinafter  stated 
the  legal  title  to  said  shares,  the  same  to  be  held  by  them  upon  an  active 
trust,  and  to  act  under  the  terms  of  this  agreement  and  the  Trustees  have 
agreed  so  to  do; 

Now  this  Agreement  Witnesseth:  The  stockholders  in  consideration 
of  mutual  agreements  and  in  consideration  of  the  purchase  of  said 
stock  by  said  syndicate  do  agree  to  and  with  each  other  and  with 
Trustees,  and  Trustees  do  agree  with  the  stockholders  as  follows: 

First.     Each    party    hereto    of    the    first    part    holding    shares    of    the 

capital  stock  of  the  said Company  to  the  number  set  opposite 

his,  her  or  its  name,  as  hereunto  subscribed,  respectively,  hereby  severally 
agrees  to  deposit  th©  same  and  the  certificates  therefor,  with  sufficient 
transfers  thereof,  in  favor  of  the  persons  hereinbefore  named  as  Trustees, 

with  the  Trust  Company  of (hereinafter 

called  the  Depositary),  and  to  receive  in  exchange  therefor  certificates 
hereinafter  referred  to,  and  upon  the  making  of  such  deposit  all  shares 
represented  by  the  stock  certificates  so  deposited  shall  be  transferred  upon 

the  books  of  said Company,  to  the  names  of  said  Trustees, 

who  are  hereby  fully  authorized,  and  empowered  to  cause  such  transfers  to 
be  made,  and  also  to  cause  any  further  transfers  of  said  shares  to  be 
made  which  may  become  necessary  through  the  occurrence  of  any  change 
of  the  persons  holding  the  office  of  Trustees  as  hereinafter  provided. 
And  during  the  period  this  agreement  shall  be  in  force  said  Trustees 
shall  possess  the  legal  title  to  such  shares  deposited,  and  be  entitled  to 
exercise  all  rights  of  every  name  and  nature,  including  the  right  to  vote 
in  person  or  by  proxy  in  respect  of  any  and  all  such  shares ;  it  being,  how- 
ever, understood  that  the  holders  of  the  trust  certificates  to  be  issued  by 
the  Trustees  shall  be  entitled  to  receive  payments  equal  to  the  dividends, 
if  any,  collected  by  said  Trustees  upon  shares  of  said  stock  standing  in 
their  names. 

Second.  The  Trustees  do  hereby  promise  and  agree  with  the  stockholders 
and  with  every  holder  of  certificates  issued  as  hereinafter  provided,  that 
from  time  to  time  upon  request  they  will  cause  to  be  issued  to  the  several 
stockholders  in  respect  of  all  stock  deposited  by  them,  certificates  to  an 
aggregate  amount  equal  to  the  amount  of  all  stock  so  deposited,  and 
which  certificates  shall  be  in  substantially  the  following  form: 

The Company. 

•No Shares. 

This   certifies   that    has    deposiied    shares   of 

the  capital  stock  of  the  above  named    Company,  of  the  par 

value  of  One  Hundred  Dollars  ($100)  each,  with  the Trust 


1108    CORPORATION  FORMS  AND  PRECEDENTS. 

Company  of   , ,  under  an  agreement  be- 
tween       and    and    

Trustees,  and  certain  stockholders  of  said  Company,  bearing  date  the 
day  of ,  191 This  certificate  and  the  in- 
terest represented  thereby  is  transferable  only  on  the  books  of  said  Trus- 
tees upon  the  presentation  and  surrender  hereof.  This  certificate  is  not 
valid  unless  countersigned  by  the  transfer  officer  of  the  Trustees  and  counter- 
signed and  registered  by  the  Registrar.  The  holder  of  this  certificate  takes 
the  same  subject  to  all  the  terms  and  conditions  of  the  aforesaid  agree- 
ment between  the  Trustees  and  certain  stockholders  of  said  Company,  and 
becomes  a  party  to  said  agreement,  and  is  entitled  to  the  benefits  thereof. 
In  witness  whereof  the  Trustees  have  caused  this  certificate  to  be  signed 

by  their   duly   appointed   agent   this    day   of    , 

191.... 


Trustees, 


By  their  agent  hereunder: 
Countersigned :    


Transfer  Officer. 

Countersigned  and  registered  this  day  of ,  191 .... 

Trust  Company, 

By 

'  Registrar. 

Third.  From  time  to  time  after  this  agreement  shall  have  taken  effect 
the  Trustees  may  receive  any  additional  full  paid  shares  of  the  capital 
stock  of  the  said  -Company  upon  the  terms  and  the  condi- 
tions of  this  agreement,  and  in  respect  of  all  such  shares  so  received  will 
issue  and  deliver  certificates  similar  to  those  above  mentioned,  entitling  the 
holder  to  all  the  rights  above  specified. 

Fourth.  All  dividends  that  may  accrue  upon  the  stock  so  deposited  shall 
be  paid  by  the  Trustees  to  the  said  Depositary,  who  shall  distribute  the 
same  pro  rata  among  the  holders  of  said  certificates  of  interest  in  the 
proportion  in  which  they  shall  severally  be.  entitled  thereto. 

Fifth.     During   the   period   from   the   date  hereof   to   and   including  the 

day  of ,  191 .  .  .  . ,  stockholders  agree  with  each  other 

and  with  the  Trustees,  and  the  Trustees  accept  the  trust  upon  the  condition 
of  this  agreement,  that  they  will  not  sell  their  respective  shares,  although 
they  will  be  at  liberty  to  deal  with  Depositary's  certificates  in  the  way  of 
sale  or  otherwise  as  to  them  shall  seem  meet. 

Sixth.  During  said  period  the  Trustees  shall  have  the  exclusive  power 
to  sell  said  shares;  provided  that  no  sale  shall  be  made  by  said  Trustees 
save  of  all  the  deposited  shares  in  lump.  No  sale  shall  be  made  at  a  less 
price  than  at  the  rate  of  .$1.50  for  each  and  every  share  so  deposited. 

Seventh.  In  ease  of  a  sale  at  any  time  during  the  period  aforesaid,  the 
proceeds  of  same  shall  be  deposited  with  Depositary,  who  shall  distribute' 
the  same  to  and  amongst  the  holders  of  its  certificates  upon  the  surrender 
thereof.  The  distribution  shall  1)6  pro  rata  amongst  the  shares  and  there 
shall  be  no  discrimination  amongst  the  holders  in  the  distribution.     Any 


VOTING  TRUSTS.  1109 

shares  held  or  controlled  by  Trustees  shall  share  pro  rata  with  all  shares 
(lepositeil. 

Eij^hth.  In  case  of  a  failure  to  sell  said  shares  during  said  period  the 
shares  themselves  shall  be  delivered  to  the  Trustees  by  the  Depositary  for 
transfer  by  the  Trustees  to  the  hoMers  of  Depositary's  certificates,  in  the 
j)roi)ortion  of  their  respective  holdings,  upon  the  surrender  of  said  ctrti- 
ficates  to  the  Depositary,  and  this  agreement  shall  be  at  an  end. 

Ninth.  The  Trustees  covenant  and  agree  to  deposit  with  the  Depositary 
under  this  agreement  the  stock  of  the  Company  owned  or  controlled  by 
them  respectively,  and  to  take  Depositary's  certificates  therefor.  Nothing 
herein  contained  shall  deprive  the  Trustees  as  individuals  of  the  privilege 
to  be  enjoyed  by  all  other  Depositors  of  selling  or  otherwise  disposing  of 
said  certificates  at  their  pleasure,  or  of  purchasing  additional  certificates, 
or  of  purchasing  additional  stock  and  selling  the  same,  or  of  joining  in  a 
syndicate  to  purchase  under  the  power  of  sale  herein  given,  at  not  less  than 
the  price  herein  named. 

Tenth.  The  Trustees  shall  not  be  entitled  to  any  compensation  for  their 
services,  but  in  case  of  a  sale  at  not  less  than  the  price  specified,  the  ex- 
jiensos  and  disbursement  incurred  by  the  Trustees  as  such  may  be  deducted 
from  the  proceeds  to  be  distributed. 

Kieveuth.  In  the  event  of  the  refusal  or  inability  of  the  Depositary 
hereinbefore  named  as  Depositary,  to  act  as  such  Depositary  and  as  Reg- 
istrar of  the  voting  trust  certificates  distributed  hereunder,  the  Trustees 
shall  have  full  power  and  authority  to  appoint  another  Depositary  an<l 
Registrar  to  act  hereunder  in  its  place,  and  to  authorize  and  arrange  for 
the  delivery  by  the  retiring  Depositary  to  the  Depositary  so  appointed  of 
all  certificates  of  stock  then  held  hereunder  by  the  former.  Upon  the 
acceptance  of  such  appointment  the  new  Depositary  shall  be  clothed 
with  all  the  power  and  control  and  be  subject  to  all  the  duties  and 
obligations  hereby  imposed  upon  the  Depositary  herein  named.  Any 
Depositary  acting  hereunder,  and  its  or  their  successor,  shall  receive 
reasonable  compensation  for  its  and  their  services.  Any  Depositary  may 
resign  its  trust  hereunder  by  giving  thirty  days'  notice  in  writing  of 
its  intention  so  to  do,  which  notice  shall  be  directed  to  all  and  delivered 
to  any  one  of  the  Trustees  then  acting.  In  the  event  of  such  resignation 
a  successor  may  be  appointed  by  the  Trustees  as  hereinafter  provided. 

Twelfth.  Any  Trustee  may  at  any  time  resign  by  delivering  to  the 
other  Trustees  in  writing  his  resignation  to  take  effect  ten  days  there- 
after, and  in  every  case  of  the  death,  resignation  or  vacancy  arising 
through  other  cause,  the  vacancy  so  occurring  shall  be  filled  by  the 
appointment  of  the  successor  or  successors  to  be  made  by  the  other 
Trustees  by  a  written  instrument  filed  with  the  said  Depositary,  and  the 
term  "Trustees"  as  herein  used  shall  apply  to  the  parties  of  the  second 
part  and  their  successors  thereumler. 

Thirteenth.  All  questions  arising  between  the  Trustees  shall  from 
time  to  time  be  determined  by  a  decision  of  the  greater  number  of 
those  then  acting  as  Trustees  either  at  a  meeting  or  by  writing,  with  or 
without  meeting,  and  in  like  manner  they  may  establish  their  rules 
of  action;  the  decision  or  act  of  a  majority  of  the  Trustees  shall  for 
the  exercise  of  the  voting  power  and  for  all  purposes  of  this  agreement, 
be  deemed  the  decision  or  act  of  all  the  Trustees. 


1110    CORPORATION  FORMS  AND  PRECEDENTS. 

Fourteeuth.  In  voting  the  stock  held  by  them  the  Trustees  will 
exercise  their  best  judgment  from  time  to  time  to  select  suitable 
directors  to  the  end  that  the  affairs  of  the  company  shall  be  properly 
managed  and  in  voting  on  other  matters  which  may  come  before  them 
at  any  stockholders'  meeting,  will  exercise  like  judgment;  but  it  is 
understood  that  no  Trustee  incurs  any  responsibility  by  reas(fn  of  any 
error  of  law  or  of  any  matter  or  thing  done  or  omitted  under  this  agree- 
ment, except  for  his  own  individual  malfeasance. 

Fifteenth.  No  Depositary  hereunder  shall  incur  any  liability  to  any 
of  the  parties  hereto,  or  to  any  assignee  of  any  trust  certificate  or 
certificates  except  for  the  failure  to  exercise  ordinary  care  in  the 
performance  of  its  duties  as  hereunder  prescribed. 

Sixteenth.  This  agreement  may  be  similarly  executed  in  several 
counterparts,  each  of  which  so  executed  shall  be  deemed  to  be  original; 
and  such  counterparts  shall  together  constitute  but  one  and  the  same 
instrument. 

Seventeenth.  This  agreement  shall  not  be  binding  upon  the  parties 
until  the  same  shall  have  been  signed  by  the  stockholders  representing 
a  majority  of  the  capital  stock  of  the  company. 

In  Witness  Whereof,  The  several  parties  hereto  have  hereunto  set 
their  hands  and  seals,  and  the  Trustees  have  hereunto  set  their  hands 
and  seals  in  token  of  their  acceptance  of  the  trust  hereby  created. 

Stockholder 's 
Name.  Eesidence.  No.  of  Shares. 


Trustees. 


Trustees. 


The   undersigned,    Trust   Company,   the   Depositary  and 

Eegistrar  named  and  referred  to  in  the  foregoing  instrument,  hereby 
acknowledges  the  receipt  of  a  copy  of  said  instrument  and  notice  of  all 
the  terms  thereof,  and  hereby  gives  its  assent  to  the  same  and  agrees 
to  act  as  Depositary  and  Eegistrar  under  the  terms  and  conditions 
therein  set  forth. 

In  witness  whereof,  It  has  given  its  consent  to  be  executed  by  its 
duly  authorized  officer,  and  its  corporate  seal  to  be  hereunto  affixed  this 

day  of ,  191 

Trust   Company, 

By   

See  Cook  on  Corporations,  §  622f,  and  Clark  &  M.,  Corp.,  §  657,  for  a 
full   discu.ssion  of  the  law  concerning  voting  trusts. 

For  charter  clause  authorizing  voting  trust,  see  Form  1002,  supra.  See 
for  "pooling  agreement"  Form   1568,  post. 

See  for  cases  upholding  validity  of  voting  trusts,  Boyer  v.  Nesbit,  227 
Pa.  398;  Carnegie  Trust  Co.  v.  Security  Life  Ins.  Co.,  Ill  Va.  1,  where  a 
voting  trust  agreement  held  to  be  valid  and  legal  is  set  forth  in  full; 
Gray  v.  Bloomington  &  N.  Ey.  Co.,  120  111.  App.  159. 

See  for  cases  declaring  certain  voting  trusts_illegal,  Worth  v.  Knicker- 
bocker 
293, 


Dee     11)1      cases     UCCiaillif^     CClltllll      vuilUf^      liuoi.ti     m^^ai,      ituiiu      V.     j.».iJivj«»t.» 

jker  Trust  Co.,  152  N.  C.  242;   Bridgers  v.  First  Nat.  Bank,  152  N.  C. 
J,    770;    Clark   v.    Nat.    Steel   &    Wire    Co.,    82    Conn.    178;    Bridgers    v. 


VOTING  TRUSTS.  1111 

Staton,  150  N.  C.  216;  Kreissl  v.  Distilling  Company  of  America,  67  X.  J. 
Eq.  5,  where  the  forn;  of  agreement  declared  to  be  illegal  is  set  forth  in 
the  opinion. 

See  for  right  of  corporation  to  aid  by  its  ownership  of  its  stock  the 
formation  of  a  voting  trust,  Clark  v.  Nat.  Steel  &  Wire  Co.,  82  Conn.  178. 

See  for  liability  of  corporation  and  stockholders  not  parties  to  voting 
trust  for  trustee's  compensation,  Clark  v.  Xat.  Steel  &  Wire  Co.,  81i  Conn. 
]78. 

See  Shepard  v.  Rockingham  Power  Co.,  150  N.  C.  776,  for  right  of  vot 
ing  trustees  to  deprive  stockholders  of  right  to  vote. 

See  as  to  agreement  to  vote  with  other  stockholders,  WeV)er  v.  Delia;  etc., 
Mining  Co.,  14  Idaho  404;  Bridgers  v.  Staton,  1.50  N.  C.  216. 

Form  1551. 
VOTING  TRUST  AGREEMENT   (ANOTHER  FORM). 

Agreement,   Made   this   first    day   of    ,    one    thousand    nino 

hundred    and    (19....),    between    

Trustees  of  shares  of  stock  of  The   Company,  deposited 

under  the  terms  of  this  agreement  (hereinafter  called  "Trustees"),  of 
the  first  part  and  such  holders  of  the  shares  of  said  Company  or  of  the 
trustees'  certificates  for  shares  of  stock  deposited  under  a  certain  agree- 
ment, dated    ,   19.  .  .  .,  between    

and    Trustees    and    certain    holders    of    shares    of 

stock  of  The   Company,  as  may  become  parties  to  this 

agreement  by  depositing  their  shares  or  trustees'  certificates  here- 
under   (hereinafter   called  "Stockholders"),   of   the   second   part: 

Whereas,  Stockholders  are  respectively  the  holders  of  shares  of  the 
capital  stock  of  The  Company  (hereinafter  called  "Com- 
pany") or  the  holders  of  trustees'  certificates  issued  under  the  afore- 
said  agreement   of    ,   19....,   to  the   extent   set   opposite 

their  respective  names; 

And   whereas,   the   aforesaid   agreement   of    ,    19...., 

expires  by  limitation  on  the  first  day  of   ,  19.  . .  .,  au<l 

Stockholders  believe  it  to  be  essential  to  their  interests  to  protect  them- 
selves against  the  purchase  of  a  majority  of  the  shares  of  the  Company 
by  parties  acting  on  behalf  of  corporate  or  other  interests  to  which  the 
rights  of  the  remaining  stockholders  would  be  subordinated; 

And  whereas,  they  believe  that  their  object  can  be  best  accomplished 
by  acting  together  jointly  and  severally  in  the  manner  hereinafter  set 
forth,  the  agreement  of  each  constituting  one  of  the  considerations  for 
the  agreements  of  the  others  and  in  particular  by  giving  to  the  Trustees 
as  t.heir  agents  and  attorneys  in  fact  an  irrevocable  power  of  sale  upon 
the  terms  and  conditions  hereinafter  set  forth. 

And  whereas,  for  the  purpose  of  this  protection  the  stockholders  have 
requested  the  Trustees  to  take  and  hold  for  the  period  hereinafter  stated 
the  legal  title  to  said  shares,  the  same  to  be  held  by  them  upon  an 
active  trust,  and  to  act  un<ler  the  terms  of  this  agreement,  and  the 
Trustees  have  agreed  so  to   do. 

Now  this  agreement  witnesseth.  That  the  stockholders,  in  considera- 
tion of  mutual  agreements,  do  agree  to  and  with  each  other  and  with 
Trustees,  and  Trustees  do  agree  with  the  stockholders,  as  follows: 

1.     This  agreement  shall  become  null  and  void  unless  within  a  reason- 


1112    CORPORATION  FORMS  AND  PRECEDENTS. 

able  time,  to  be  fixed  by  the  Trustees,  with  power  of  extension  in  said 
Trustees,  the  depositors  consenting  to  tliis  agreement  represent  a  suffi- 
oieut  number  of  shares  to  warrant  said  Trustees  in  their  discretion  in 
declaring  this  plan  operative. 

2.  The  execution  of  this  agreement  may  be  by  the  signatures  of 
stockholders  to  various  copies  hereof.  The  Trustees  shall  have  the  power 
to  attach  all  such  separately  executed  agreements  together,  and  the 
execution  shall  be  with  like  force  and  effect  as  if  all  signatures  had 
been  affixed  to  a  single  copy  of  the  agreement. 

3.  Every  undertaking  in  this  agreement  by  stockholders  shall  be 
construed  as  binding  each  stockholder  oiilj^  to  the  extent  of  his  or  her 
holding  of  shares.  One  stockholder  does  not  become  responsible  for  the 
action  of  the  other. 

4.  Stockholders  agree  to  deposit  their  stock  or  Trustees'  Certificates 

with  The    Trust   Company  of    as  Depositary, 

within  thirty  days  after  public  announcement  by  the  Trustees  that 
they  have  declared  the  plan  operative.  Said  certificates  thus  deposited 
shall  be  accompanied  by  powers  of  attorney  properly  executed,  permit- 
ting the  transfer  into  the  names  of  the  Trustees  on  the  books  of  the 
Company  of  the  shares  respectively  owned  by  stockholders  and  repre- 
sented by  said   stock  or  Trustees'   Certificates. 

5.  Upon  the  deposit  of  such  shares  the  Depository  shall  deliver  to 
the  depositor,  in  such  name  as  he  or  she  shall  indicate,  a  certificate 
substantially  in  the  following  form: 

The Company. 

Certificate  of  Deposit  of  Stock. 
Xo Shares 

This   certifies,   that    has    deposited    

shares  of  the  capital  stock  of  The   Company,  of  the  par 

value  of  fifty  dollars  ($50)  each,  with  The  Trust  Com- 
pany   of    ,   under   an   agreement   between    

and     ,    Trustees,    and    certain    stockholders    of    said 

Company,   bearing   date    the   first    day   of    ,    19.... 

This  certificate  and  the  interest  represented  thereby  is  transferable  only 
on  the  books  of  the  said  Trustees  upon  the  presentation  and  surrender 
hereof.  This  certificate  is  not  valid  unless  countersigned  by  the  Trans- 
fer Officer  of  the  Trustees  and  countersigned  and  registered  by  their 
Registrar.  The  holder  of  this  certificate  takes  the  same  subject  to  all 
the  terms  and  conditions  of  the  aforesaid  agreement  between  the 
Trustees  and  certain  stockholders  of  said  Company  and  becomes  a  party 
to  said  agreement  and  is  entitled  to  the  securities  and  benefits  thereof. 

In  witness  whereof,  the  Trustees  have  caused  this  certificate  to  be 
signed   by   their   duly   appointed    agent. 


Agent  for  Trustees. 
Countersigned  and  Registered, 

The Trust   Company   of    

Registrar, 

By ,.,..... 

Secretary. 
Countersigned Transfer   Officer. 


VOTING  TRUSTS.  1113 

6.  The  Depository  shall  deliver  the  shares  thus  deposited  and  the 
shares  represented  by  the  trustees'  certificates  thus  deposited  with 
powers  to  transfer  to  the  Trustees,  and  from  time  to  time  thereafter, 
shall  deliver  to  saiil  Trustees  any  additional  shares  deposited  or  repre- 
sented by  additional  Trustees'  Certificates  deposited  with  accompanied 
powers,  in  order  that  the  Trustees  may  cause  said  shares  to  be  trans- 
ferred  into   their  names  on   the  books  of  Company   as   "Trustees   under 

agreement   of    I'J .  .  .  . , "   said  certificates   issued   to  the 

Trustees  to  be  marked  or  endorsed  "not  negotiable."  After  this  trans- 
fer of  shares  to  the  Trustees  they  shall  be  returned  to  the  Depository 
as  custodian  for  the  Trustees. 

7.  During  the  period  from  the  date  hereof  to  and   including   

...,  191...,  stockholders  agree  with  each  other  and  with  the  Trustees, 
and  the  Trustees  accept  the  trust  upon  the  faith  of  this  agreement,  that 
they  will  not  sell  their  respective  shares,  although  they  will  be  at  liberty 
to  deal  with  the  trustees'  certificates  in  the  way  of  sale  or  otherwise, 
as  to  them  shall  seem  meet. 

8.  During  said  period  the  Trustees  shall  have  the  exclusive  power  to 
sell  said  shares;  provided  that  no  sale  shall  be  made  by  said  Trustees 
saving  of  all  the  deposited  shares  in  lump.     No  sale  shall  be  made  at  a 

less  price  than  at  the  rate  of dollars  ($ )  for  each 

and  every  share  so  deposited. 

9.  The  Trustees  shall,  under  no  circumstances,  be  entitldl  to  any 
compensation  for  their  services,  an<l  unless  a  sale  be  made  by  them 
under  the  terms  hereof,  there  shall  be  no  charge  to  the  depositors  of 
any  sort  or  kind  for  expense  of  Depository  or  otherwise. 

10.  In  case  of  a  sale  at  any  time  during  the  period  aforesaid,  the 
proceeds  of  sale  shall  be  deposited  with  Depository,  which  shall  dis- 
tribute the  same  to  and  amongst  the  holders  of  its  certificates  upon  the 
surrender  thereof.  The  distribution  shall  be  pro  rata  amongst  the" 
shares.  There  shall  be  no  discrimination  amongst  the  holders  in  the 
distribution.  Any  shares  held  or  controlled  by  Trustees  shall  share  pro 
rata  with  all  shares  deposited.  In  case  of  a  sale  at  not  less  than  the 
price  specified,  the  charges  and  expenses  of  the  Depository  and  the 
expenses  otherwise  incurred  by  the  Trustees,  without  compensation  to 
the  latter,  may  be  deducted  from  proceeds  to  be  distributed. 

11.  In  case  of  a  failure  to  sell  said  shares  during  said  period  the 
shares  themselves  shall  be  delivered  to  the  Trustees  by  the  Depository, 
for  transfer  by  the  Trustees  to  the  holders  of  trustees'  certificates,  in 
the  proportion  of  their  respective  holdings,  upon  the  surrender  of  said 
certificates  to  the  Depository,  and  this  agreement  shall  be  at  an  end. 

12.  The  Trustees  shall  be  at  liberty  to  vote  upon  said  shares  at  all 
meetings  of  the  Company  for  election  of  ofiicers  or  otherwise.  In  case 
of  disagreement,  the  majority  shall  control,  and  a  vote  of  the  majority 
of  the  Trustees  shall  be  taken  to  have  the  same  force  and  effect  as  if 
ail  members  of  the  Trustees  had  assented  to  such  vote.  At  all  meetings 
of  the  Trustees  four  (4)  shall  constitute  a  quorum  for  the  transaction  of 
business.  The  Trustees  may  vote  by  proxy,  executed  by  not  less  than  a 
majority  of  the  whole  number,  if  they  shall  so  desire.  It  shall  be  the 
duty  of  the  Trustees  to  vote  said  stock  with  the  express  purpose  of  con- 
tinuing the  policy  of  the  Company  as  an   in<lepeudent    organization. 


1114     CORPORATION  FORMS  AND  PRECEDENTS. 

13.  The  Trustees  shall  from  time  to  time  collect  any  and  all  divi- 
dends which  may  be  declared  on  the  shares  of  stock  deposited  under 
the  terms  hereof  and  shall  distribute  the  same  to  the  holders  of  the 
trustees'  certificates  issued  hereunder  pro  rata. 

li.  The  Trustees  shall,  from  time  to  time,  fill  any  vacancies  which 
may  occur  in  their  number  from  death,  resignation  or  otherwise.  This 
shall  be  a  continuing  power  vesting  in  the  Trustees  at  the  time  of  any 
vacancy.  In  such  filling  of  vacancies  the  vote  of  a  majority  shall  govern. 
The  substituted  members  shall  have  the  same  power  as  a  member 
originally  appointed. 

15.  The  Trustees  may  at  any  time  during  said  period,  by  an  affirma- 
tive vote  of  four  Trustees,  terminate  the  trust  and  this  agreement.  In 
such  event  the  shares  of  stock  shall  be  distributable  amongst  the  holders 
of  trustees'  Certificates  in  the  manner  herein  described  for  distribution 
in  case  of  the  expiration  of  the  trust  by  lapse  of  time. 

16.  The  Trustees  shall  devise  an  arrangement  by  which  a  certificate 
book  of  depositors  shall  be  kept  and  the  names  of  the  holders  of  certifi- 
cates of  deposit  shall  be  registered  in  said  book,  and  actual  transfers 
upon  said  book  shall  be  made  into  the  names  of  new  holders. 

17.  The  Trustees  and  the  Depository  may  treat  each  certificate  of 
deposit,  when  properly  endorsed,  as  a  negotiable  instrument,  and  the 
holders  for  the  time  being  as  the  absolute  owner  thereof.  Upoy  the 
transfer  of  any  certificate  of  deposit,  the  transferee  shall  for  all  pur- 
poses be  substituted  for  the  prior  holder  under  this  agreement.  Each 
depositor  hereunder,  or  assignee  or  transferee  of  any  certificate  of 
deposit,  issued  hereunder,  shall  be  bound  by  all  the  provisions  of  this 
agreement,  and  entitled  to  all  the  advantages  as  fully  as  if  he  had 
signed  the  same. 

18.  Nothing  herein  contained  shall  deprive  the  Trustees  as  individ- 
uals of  the  privilege  to  be  enjoyed  by  all  other  depositors  of  selling 
or  otherwise  disposing  of  any  of  said  certificates  owned  by  them  at 
their  pleasure,  or  of  purchasing  additional  certificates,  or  of  purchasing 
additional  stock  and  selling  the  same,  or  of  joining  in  a  syndicate  to 
purchase  under  the  power  of  sale  herein  given  at  not  less  than  the 
price  herein  named. 

19.  The  Trustees  shall  have  the  power  to  make  such  rules  and  regu- 
lations and  to  send  out  such  notices  to  the  stockholders  and  depositors 
as  may  be  necessary  or  expedient  to  accomplish  the  purposes  of  this 
agreement. 

20.  All  notices  to  be  given  under  the  provisions  hereof  may  be  in- 
serted in  two  newspapers  of  general  circulation  in  the  city  of , 

and  when  so  a<lvertised,  shall  be  taken  and  considered  as  though  per- 
sonally served  upon  the  subscribing  parties  hereto,  and  upon  all  parties 
becoming  bound  hereby  by  the  acceptance  of  the  provisions  hereof,  as 
of  the  respective  dates  of  the  first  insertions  thereof,  and  such  jjublica- 
tions  shall  be  the  only  notices  required  to  be  given  under  the  provisions 
of  this  agreement. 

21.  The  Trustee  shall   not  be  liable  for  any  act  or  default  on  their 


VOTING  TRUSTS.  HIT) 

part,  or  on  the  part  of  auy  of  their  agents  or  omployeeB,  excepting  only 
for    negliKcn<"«   (>r  '>a<'   faith. 

Witness  the  hands  of  the  Trustees  an.i  Stockholders. 


Trustees. 
Stockholder  's 
Name.  Shares.  Trustees'    Certificates. 


The    undersigned    Trust    Company,    the    Depository    named 

and  referred  to  in  the  foregoing  instrument,  hereby  acknowledges  the 
receipt  of  a  copy  of  said  instrument  and  notice  of  all  the  terras  thereof, 
and  hereby  gives  its  assent  to  the  same  and  agrees  to  act  as  Depository 
under  the  terms  and  conditions  therein  set  forth. 

In  witness  whereof,  it  has  given  its  consent  to  be  executed  by  its 
duly  authorized  oflScer,  and  its  corporate  seal  to  be  hereunto  affixed  this 
day  of  ,  19 

(Corporate    Seal)  

Trust    Company. 

See  for  voting  trust  agreement  which  was  held  to  be  illegal,  Kreissl  v. 
Distilling  Co.  of  America,  67  N.  J.  Eq.  5. 

See  notes  to  preceding  form. 

Form  1552. 
VOTING  TRUST  AGREEMENT   (ANOTHER  FORM). 

This  Agreement,   made  this   12th   day  of  March,   A.   D.    1907,   by   and 

between    the   undersigned    stockholders    of    The    Machine 

Company,  a  corporation  of  the  State  of  Pennsylvania,  hereinafter  called 
the  stockholders,  parties  of  the  first  part,  and  A.  G.  N.,  J.  C.  W.  and 
A.  L.  W.,  hereinafter  called  the  Voting  Trustees,  parties  of  the  second  part, 
Witnesseth: 

Whereas   it   is  deemed   advisable   by   the   undersigned   stockholders   of 

The Machine  Company,  and  for  their  mutual  interest  that 

the  present  policy  of  the  Company  be  continued  and  to  that  end  it  is 
desirable  as  being  for  their  best  interests  as  well  as  for  the  interests 
of  said  corporation  that  the  directors  and  officers  holding  the  same 
views  shall  be  continued  in  office: 

Now,  Therefore,  in  consideration  of  the  premises  and  the  sum  of  one 
dollar,  each  to  the  other  paid,  it  is  mutually  agreed  by  and  between 
the  parties  signing  this  agreement  as  follows: 

First.     Said    stockholders    hereby    agree    to    deliver    to    the     voting 

trustees  their  certificates  of  the  stock  of  said  The Machine 

Company  duly  assigned  to  said  voting  trustees,  and,  in  lieu  and  place 
thereof,  .said  voting  trustees  will  deliver  to  the  stockholders  so  transfer- 
ring to  them  certificates  as- follows: 


1116    CORPORATION  FORMS  AND  PRECEDENTS. 

The    Machine   Company. 

Trust  Certificate. 
This  is  to  certify  that  the  undersigned,  A.  G.  N.,  J.  C.  W.  and  A.  L.  W., 

Trustees,  have  received  of certificates  for shares 

of  the  capital  stock  of  The Machine  Company,  a  corporation 

of  the  State  of  Pennsylvania,  under  the  terms  and  provisions  of  an 
agreement  bearing  date,  the  12th  day  of  March,  1907,  by  and  between 
the  undersigned  trustees  and  said  and  others  as  stock- 
holders of  said  Company,  to  which  agreement  reference  is  hereby  made 
and  which  constitutes  a  part  of  this  certificate. 


Trustees. 
Wilkesbarre,  Pa., ,  19 

Second.  At  the  expiration  of  this  voting  trust,  stockholders  who 
have  deposited  their  certificates  as  herein  provided,  will  be  entitled  to 
receive  a  certificate  or  certificates  for  fully  paid  shares  of  Twenty-five 

dollars   ($25.00)   each,  of  the  capital  stock  of  The    Machine 

Company  for  the  number  of  shares  of  stock  deposited  by  them  under  this 
agreement,  and  in  the  meantime  to  receive  payments  equal  to  the  divi- 
dends, if  any,  collected  by  the  undersigned  voting  trustees  upon  a  like 
number  of  shares.  Until  the  actual  delivery  by  said  voting  trustees  of 
such  stock  certificates,  said  voting  trustees  shall  possess  and  shall  be 
entitled  to  exercise  all  rights  of  every  name  and  nature,  including  the 
right  to  vote,  with  respect  to  any  and  all  such  stock. 

Third.  On  the  12th  day  of  March,  1912,  said  voting  trustees  shall 
make  delivery  to  the  holders  of  said  voting  trust  certificates,  upon  the 

surrender  of  the  same,  of  certificates  of  stock  of  The Machine 

Company  for  the  number  of  shares  represented  by  said  voting  trust 
certificates.  Said  voting  trustees  may,  however,  make  delivery  of  such 
stock  certificates  at  any  time  prior  to  the  12th  day  of  March,  1912, 
with  the  consent  of  the  holders  of  at  least  two-thirds  in  amount  of  said 
stock  trust  certificates  issued  by  the  undersigned  voting  trustees. 

Fourth.  Any  voting  trustee  may  at  any  time  resign,  by  delivery  to 
the  other  voting  trustees,  in  writing,  of  his  resignation,  to  take  effect 
ten  days  thereafter,  and  in  every  case  of  death,  resignation  or  inability 
of  any  voting  trustee  to  act,  the  vacancy  so  occurring  shall  be  filled  by 
the  appointment  of  a  successor  or  successors,  to  be  made  by  a  majority 
of  the  other  voting  trustees  by  written  instruments,  duly  executed, 
over  their  signatures.  The  term,  "Voting  Trustees,"  as  used  herein, 
and  in  said  certificates,  shall  apply  to  the  parties  of  the  second  part 
and  their  successors  hereunder. 

Fifth.  The  action  of  a  majority  of  the  voting  trustees  expressed 
from  time  to  time  at  a  meeting,  shall  constitute  the  action  of  the  voting 
trustees  and  have  the  same  effect  as  if  assented  to  by  all.  The  voting 
trustees  may  adopt   their  own  rules  of  proce<lure. 

Sixth.  In  voting  the  stock  held  by  them  the  voting  trustees  shall 
exercise  their  best  judgment  from  time  to  time  to  select  suitable 
directors  to  the  end  that  the  affairs  of  The  Machine  Com- 
pany   shall    be   properly    managed,    and    in    voting    upon    other    matters 


VOTING  TRUSTS.  1117 

which  may  come  before  them  at  any  stockholders'  meeting,  will  exer- 
cise like  judgment,  but  they  assume  no  responsibility  in  respect  to  such 
management,  or  in  respect  to  any  action  taken  pursuant  to  other  votes 
so  cast,  and  no  voting  trustee  incurs  any  responsibility  Vjy  reason  of 
any  error  of  law,  or  any  matter  or  thing  done  or  omitted  under  this 
agreement,  except  for  his  own  individual  malfeasance. 

Seventh.  The  voting  trustees  will  not,  during  the  pendency  of  this 
agreement,  vote  in  respect  of  the  shares  of  the  capital  stock  of  The 
Machine  Company  held  by  them,  to  authorize  any  addi- 
tional  mortgage   upon   the  property   of   the  said   The    

Machine  Company,  nor  to  create  any  obligation  or  indebtedness  that 
will  prejudice  the  rights  of  the  holders  of  said  trust  certificates,  nor 
to    authorize    any    increase    in    the    amount    of    the    stock    of    said    The 

Machine    Company,    except    with    the    consent,    in    each 

instance,  of  the  holders  of  the  majority  of  the  whole  amount  of  the 
trust  certificates  for  said  stock,  as  expressed  by  writing  by  the  owners 
of  the  said  voting  trust  certificates  assenting  hereto. 

Eighth.  If  at  the  expiration  of  this  voting  trust,  viz: — upon  said 
12th  day  of  March,  1912,  it  is  the  desire  of  the  majority  in  interest 
in  said  trust  to  continue  the  same  for  a  further  period  of  five  years, 
any  of  the  undersigned  as  holders  of  said  voting  trust  certificates,  who 
do  not  so  desire  to  remain  in  the  trust  hereby  created,  do  hereby  agree 
to  give  the  voting  trustees  the  first  right  to  purchase  the  stock  to  which 
they  may  be  entitled  by  virtue  of  this  agreement  at  the  price  of  Fifty 
dollars  (.^oO.OO)  per  share  for  the  use  and  benefit  of  the  remaining  par- 
ties  interested   in  this  voting  trust. 

Ninth.  This  agreement  may  be  simultaneously  executed  in  several 
counterparts,  each  of  which  so  executed  shall  be  deemed  to  be  an 
original  and  such  counterparts  shall  together  constitute  but  one  and  the 
ssene  instrument. 

In  Witness  Whereof  the  several  parties  have  hereunto  set  their 
bands  and  seals  the  day  and  year  first  hereinabove  mentioned. 

[Seal] 

[Seal] 

[Seal] 

,  Voting  Trustees. 

In  presence  of: 


Name.  Stockholder's  Eesidence.  No.  of  Shares. 


See  Forms  1550,  1551,  supra,  and  notes  thereunder. 


1118    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1553. 
STOCK  VOTING  TRUST  CERTIFICATE. 

No Number    of    Shares    

Chicago,   Terre    Haute    and   Southeastern    Railway    Company   Temporary 
Stock  Voting  Trust   Certificate. 

This  is  to   Certify,  That  as  hereinafter  provided,    

will  be  entitled,  upon  surrender  hereof,  to  receive  a  certificate  or  cer- 
tificates for  shares  of  One  Hundred  Dollars  each  of  the  Com- 
mon Capital  Stock  of  the  Chicago,  Terre  Haute  and  Southeastern  Rail- 
way Company,  and  in  the  meantime  to  receive  payments  equal  to  the 
cash  dividends,  if  any,  collected  by  the  undersigned  Voting  Trustees 
upon  a  like  number  of  shares  standing  in  their  names.  Until  a,fter  the 
actual  delivery  of  such  certificates  for  shares  of  stock,  the  Voting 
Trustees  shall  possess  in  respect  of  any  and  all  such  stock,  and  shall 
be  entitled  to  exercise,  all  rights  of  every  name  and  nature,  including 
the  right  to  vote  for  every  purpose  and  to  consent  to  any  corporate  act 
of  said  Chicago,  Terre  Haute  and  Southeastern  Railway  Company;  it 
being  expressly  stipulated  that  no  voting  right  attaching  to  said  stock 
belongs  to  or  passes  by  or  under  this  Certificate,  or  by  or  under  any 
agreement,  express  or  implied. 

This  Certificate  is  issued  pursuant  to  and  is  subject  to  the  terms 
and  conditions  of  a  certain  agreement  dated  the  twenty-fourth  day  of 
December,  1910,  between  Michael  D.  Lawlor  and  Raymond  B.  Martin 
of  the  first  part,  Roy  C.  Osgood,  Frank  F.  Taylor  and  George  A.  Jack- 
son of  the  second  part,  and  Chicago,  Terre  Haute  and  Southeastern  Rail- 
way Company,  of  the  third  part,  the  original  of  which  is  on  file  with 
First  Trust  and  Savings  Bank,  of   Chicago. 

No  certificates  for  such  stock  shall  be  due  or  deliverable  hereunder 
before  the  twenty-fourth  day  of  December,  1920,  unless  the  voting  trust 
created  by  said  agreement  shall  be  sooner  terminated  in  the  manner  in 
said  agreement  provided.  This  Certificate  is  transferable  only  on  the 
books  of  the  Voting  Trustees  by  the  registered  holder  either  in  person 
or  by  attorney  duly  authorized,  on  surrender  hereof,  and,  until  so  trans- 
ferred, the  Voting  Trustees  may  treat  the  registered  holder  as  the 
owner  hereof  for  all  purposes  wliatsoever.  Every  holder  hereof  by 
accepting  this  Certificate,  and  every  transferee,  assents  to  all  the  terms 
of  this  Certificate  and  said  agreement. 

This  Certificate  is  not  valid  unless  duly  signed  on  behalf  of  the  under- 
signed Voting  Trustees  by  First  Trust  an,d  Savings  Bank,  their  agent. 

In  witness  whereof  said  Voting  Trustees  have  caused  this  Certificate 
to  be  signed  by  First  Trust  and  Savings  Bank,  their  duly  authorized 
agent  for  that  purpose  this  2nd  day  of  March,  1911 

Roy  C.  Osgood  "| 

Frank   F.   Taylor         IVoting   Trustees. 
George    A.    Jackson    | 

By  First  Trust  ancl  Savings  Bank, 

Agent. 
By    D.    Webster,    Secretary. 

Trust  Officer. 

Attached  to  the  above  instrument  was  a  printed  slip  reading  as 
follows: 


VOTING  TRUSTS.  1119 

"ThiK  Temporary  Certificate  must  be  preseuteil  to  the  First  Trust  and 
Savings  Bank,  Chicago,  Illinois,  Agent  for  the  Voting  Trustees,  for 
exchange  for  a  j)ermanent,  engraved  and  registered  certificate  on  or 
after  March   ir,,   1911." 

Enuorsement  on  Ahove  Certikicate. 

For   value   received    hereby   sell,   assign   and   transfer   unto 

all    right,    title    and    interest    represented    by 

the  within  certificate,  and  do  hereby  irrevocably  constitute  and  appoint 

,  attorney  to  transfer  the  said  certificate  on  the  Books 

of  the  within   named   Voting  Trustees,   with   full   power   of   substitution 
In  the  premises. 

Dated   the    day   of    ,   19 

[Seal] 

In  the  presence  of: 


Form  1554. 
ASSIGNMENT  OF  VOTING  TRUST  CERTIFICATE. 

For    value   received    hereby   sell,    assign    and    transfer 

unto   the  beneficial  interest  in of  the  shares  of 

capital    stock    represented    by    the    within    voting   trust    certificate,    and 

do   hereby  irrevocably   constitute  and   appoint    Attorney 

to  transfer  the  beneficial  interest  in  said  shares  on  the  register  of  the 
voting  trustees  within  named,  with  full  power  of  substitution  in  the 
premises. 

Dated    ,   19 

[Seal] 

In  presence  of: 


Form  1555. 
RENEWAL  OF  VOTING  TRUST  AGREEMENT. 

An  Agreement  made  in  the  City  of  Now  York  this  sixtli  day  of  Feb- 
ruary, 1911,  between  all  the  holders  of  voting  trust  certificates  and  of 
the  Preferred  stock  of  Interborough-^fetropolitan  Company  who  shall 
become  parties  to  this  agreement  by  signing  the  same,  parties  of  the 
first  part,  and  August  Belmont,  Edward  .7.  Berwind,  Andrew  Freedman, 
Theodore  P.  Shouts  and  Cornelius  Vanderbilt  (hereinafter  called  the 
Voting  Trustees)   parties  of  the  second  part. 

Whereas,  tlie  Interborough-Metropolitan  Company  (hereinafter  called 
the  Company)  is  a  corporation  organized  under  the  laws  of  the  State  of 
New  York,  with  a  capital  stock  of  $155,000,000  divided  into  shares  of 
$100  each,  of  which  $55,000,000  is  preferred  stock  and  $100,000,000  is 
common  stock,  and 

Whereas,  pursuant  to  an  agreement  dated  the  sixth  day  of  March, 
1906,  by  and  between  Edward  J.  Berwind  and  others,  a  Committee,  and 
August  Belmont  and  others,  as  Voting  Trustees,  the  Committee  caused 
to  be  transferred  to  the  Voting  Trustees  for  the  purpose  of  vesting  in 


1120    CORPORATION  FORMS  AND  PRECEDENTS. 

the  Voting  Trustees  the  right  to  vote  thereon  for  the  term  and  upon  the 
terms  and  conditions  stated  in  said  agreement,  certain  shares  of  the 
stock  of  the  said  Company  which  said  agreement  also  provided  that 
every  other  stockholder  might  transfer  his  stock  in  the  Company  to 
the  Voting  Trustees  and  thereupon  participate  in  the  said  agreement,  and 

Whereas,  said  agreement  also  provided  that 

"If,  on  or  before  the  sixth  day  of  March,  1911,  the  Voting  Trustees 
shall  consider  a  continuance  of  the  same  management  and  control  es- 
sential to  the  welfare  of  the  Company,  and  shall  file  a  certificate  to 
that  effect  with  the  agent  of  the  Voting  Trustees,  the  holders  of  voting 
trust  certificates  issued  hereunder  agree  to  use  their  best  efforts  to  effect 
a  renewal  of  this  agreement  for  such  period,  not  exceeding  five  years 
from  said  sixth  day  of  March,  1911,  as  the  Voting  Trustees  may  desig- 
nate; and,  in  the  event  of  such  renewal,  certificates  of  stock  in  the 
Company  shall  be  deliverable  only  at  the  expiration  of  the  period  of  such 
renewal ; ' '  and 

Whereas,  the  Voting  Trustees  have  filed  their  certificate  therein  pro- 
vided, and  have  designated  for  the  renewal  of  the  voting  trust  the  period 
of  five  years  from  and  after  the  sixth  day  of  March,  1911,  and  have  re- 
quested the  holders  of  voting  trust  certificates  to  use  their  best  efforts 
to  effect  such  renewal;  and 

Whereas,  the  parties  of  the  first  part  deem  it  to  their  interest  to  act 
together,  concerning  the  management  of  Interborough-Metropolitan  Com- 
pany of  which  they  are  respectively  stockholders  and  holders  of  said 
voting  trust  certificates  and  to  that  end  to  unite  the  voting  power  held 
by  them  as  such  stockholders  and  to  place  the  same  in  the  hands  of  the 
voting  trustees  for  the  further  period  of  five  years  as  hereinafter  pro- 
vided. 

Now  Therefore,  this  agreement  made  in  consideration  of  the  premises, 
of  the  mutual  covenants  herein  contained  and  of  one  dollar  by  each  of 
the  parties  to  the  others  in  hand  paid, 
Witnesseth  as  follows: 

First.  Each  party  hereto  of  the  first  part,  holding  Voting  Trust  Cer- 
tificates of  Interborough-Metropolitan  Company  heretofore  issued  by 
the  Voting  Trustees  or  shares  of  Preferred  Stock,  to  the  number  set 
opposite  his,  her  or  its  name  as  hereunto  subscribed  respectively,  hereby 
severally  agrees  with  the  parties  of  the  second  part,  the  said  Voting  Trus- 
tees, that  for  the  period  of  five  years  from  and  after  March  6,  1911, 
the  said  Voting  Trust  shall  continue  in  full  force  and  effect  and  subject 
to  the  same  terms  and  conditions  as  provided  in  the  original  agreement 
creating  said  Voting  Trust,  dated  March  6,  1906,  and  during  the  said 
period,  unless  sooner  terminated  as  therein  provided,  the  said  Voting 
Trustees  shall  retain  possession  of  the  certificates  for  the  shares  of  the 
stock  heretofore  issued  to  the  Voting  Trustees,  and  represented  by  the 
Voting  Trust  certificates  held  by  the  parties  of  the  first  part  together 
with  the  shares  of  Preferred  Stock  delivered  by  the  parties  of  the  first 
part  to  the  Voting  Trustees. 

Second.  Every  other  stockholder  may  transfer  his  stock  either  com- 
mon or  preferred  in  the  Company  to  the  Voting  Trustees  and  thereupon 
may  participate  in  the  terms,  conditions  and  privileges  hereof,  and  the 
Voting  Trustees,  in  respect  of  all  shares  of  stock  so  transferred  to  them. 


VOTING  TRUSTS.  1121 

will  issue  and  deliver  certificates  similar  to  those  hereinafter  mentioned, 
entitling  the  holders  thereof  to  the  rights  therein  specified. 

Third.  The  Voting  Trustees  agree  with  each  and  every  holder  of 
voting  trust  certificates  issued  as  hereinafter  provided,  that,  from  time 
to  time,  upon  request,  they  will  cause  to  be  issuer!,  in  respect  of  stock 
of  the  Company  received  by  them,  certificates  in  substantially  the  follow- 
ing form: 

[Form  ok  Common  Stock  Voting  Trust  Certificate.] 

INTKKBOliOUGII-METROPOLlTAN   COMPANY. 

No Shares   

Common  Stock  Votino  Trust  Certificate. 

This  certifies,  that,  on  March  6,   1916,      

will   be  e.ntitled   to  receive  a  certificate   or  certificates,   e.xpressed   to  be 

fully  paid,  for   shares  of  one  hundred  dollars  each,  in  the 

common  stock  of  the  Interborough-Metropolitan  Company,  and,  in  the 
meantime,  to  receive  payments  equal  to  the  dividends,  if  any,  collected 
by  the  undersigned  Voting  Trustees  upon  a  like  number  of  such  shares 
standing  in  their  names.  Until  the  actual  delivery  of  such  stock  cer- 
tificates, the  Voting  Trustees  shall  possess,  in  respect  of  any  and  all 
of  such  stock,  and  shall  be  entitled,  in  their  discretion,  to  exercise,  all 
rights  and  powers  of  absolute  owners  of  said  stock,  including  the  right 
to  vote  for  every  purpose  and  to  consent  to  any  corporate  act  of  said 
Company  except  as  expressly  limited  in  the  agreement  in  pursuance  of 
which  this  certificate  is  issued;  it  being  expressly  stipulated  that  no 
voting  right  passes  by  or  under  this  certificate,  or  by  or  under  any 
agreement  expressed  or  implied. 

This  certificate  is  issued  pursuant  to,  and  the  rights  of  the  holder  are 
subject  to,  and  limited  by,  the  terms  and  conditions  of  a  certain  agree- 
ment dated  the  sixth  day  of  February,  1911,  between  certain  holders  of 
voting  trust  certificates  and  of  the  preferred  stock  and  the  undersigned 
voting  trustees,  filed  with  said  Company. 

No  stock  certificates  shall  be  due  or  deliverable  hereunder  before  the 
sixth  day  of  March,  1916,  but  the  Voting  Trustees  may  in  their  un- 
controlled discretion  make  earlier  delivery  thereof. 

This  certificate  is  transferable  only  on  the  books  of  the  Voting  Trus- 
tees by  the  registered  holder  hereof,  either  in  person  or  by  attorney 
duly  authorized,  according  to  rules  established  for  that  purpose  by  the 
Voting  Trustees,  and  on  surrender  hereof,  until  so  transferred,  the  Vot- 
ing Trustees  may  treat;  the  registered  holder  as  owner  hereof  for  all 
purposes  whatsoever;  but  they  shall  not  be  required  to  deliver  stock 
certificates   hereunder   without   surrender   hereof. 

This  certificate  is  not  valid  unless  duly  signed  on  behalf  of  the  un- 
dersigned Voting  Trustees  by  August  Belmont  and  Company  their  agent, 
and  also  registered  by  Guaranty  Trust  Conijiany  of  New  York,  as  Reg- 
istrar. 

In    Witness    Whoreof,    the    undersignd    \'otiiig   Trustees    have    caused 


1122     CORPORATION  FORMS  AND  PRECEDENTS. 

this  certificate  to  be  signed  by  August  Belmont  and  Company,  their  duly 

authorized  agent,  this    day  of    ,   19.  .  .  . 

August  Belmont, 
Edward  J.  Berwind, 
Andrew  Freedman, 
Theodore  P.   Shonts, 
Cornelius   Vanderbilt, 
Voting  Trustees, 

by  

Their  Agent. 
Begistered   *. . 

Guaranty  Tkust  Company  of  Is'kw  York, 

Registrar. 

by  

Ass't  Secretary. 
[Form  of  Preferred  Stock  Voting  Trust  Certificate.'] 
INTERBOROUGH-METROPOLITAN   COMPANY. 

No Shares    

Preferred  Stock  Voting  Trust  Certificate. 

This  Certifies,  that,  on  March  6,  1916,   

will  be  entitled  to  receive  a  certificate  or  certificates,,  expressed  to  be 

fully  paid,  for   shares  of  one  hundred  dollars  each,  in 

the  preferred  stock  of  the  Interborough-Metropolitan  Comj^any,  and,  in 
the  meantime,  to  receive  payments  equal  to  the  dividends,  if  any,  col- 
lected by  the  undersigned  Voting  Trustees  upon  a  like  number  of  such 
shares  standing  in  their  names.  Until  the  actual  delivery  of  such  stock 
certificates,  the  Voting  Trustees  shall  possess,  in  respect  of  any  and  all 
of  such  stock,  and  shall  be  entitled,  in  their  discretion,  to  exercise  all 
rights  and  powers  of  absolute  owners  of  said  stock,  including  the  right 
to  vote  for  every  purpose  and  to  consent  to  any  corporate  act  of  said 
Comj^auy  except  as  expressly  limited  in  the  agreement  in  pursuance  of 
which  this  certificate  is  issued,  it  being  expressly  stipulated  that  no 
voting  right  passes  by  or  under  this  certificate,  or  by  or  under  any 
agreement  expressed  or  implied. 

This  certificate  is  issued  pursuant  to,  and  the  rights  of  the  holder  are 
subject  and  limited  by  the  terms  and  conditions  of  a  certain  agree- 
ment dated  the  sixth  day  of  February,  1911,  between  certain  holders  of 
voting  trust  certificates  and  of  the  preferred  stock  and  the  undersigned 
voting  trustees,   filed   with   said   Company. 

No  stock  c/srtificates  shall  be  due  or  deliverable  hereunder  before  the 
sixth  day  of  March,  1916,  but  the  Voting  Trustees  may  in  their  uncon- 
trolled  discretion,   make   earlier  delivery  thereof. 

This  certificate  is  transferable  only  on  the  books  of  the  Voting  Trus- 
tees by  the  registered  holders  hereof,  either  in  person  or  by  attorney 
duly  authorized,  according  to  rules  established  for  that  purpose  by  the 
Voting  Trustees,  and  on  surrender  hereof,  until  so  transferred,  the  Vot- 
ing Trustees  may  treat  the  registered  holder  as  owner  hereof  for  all 
purposes  whatsoever;  but  they  shall  not  be  required  to  deliver  stock 
oertificates  hereunder  without  surrender  hereof. 

This  certificate  is  not  valid  unless  duly  signed  on  behalf  of  the  un- 


VOTING  TRUSTS.  1123 

dersigned  Voting  Trustees  by  August  Belmont  and  Company,  their  agent, 
and  also  registered  by  Guaranty  Trust  Co-ipany  of  New  York,  as 
Registrar. 

In  Witness  "Whereof,  the  undersigned  Voting  Trustees  have  caused 
this  certificate  to  be  signed  by  August  Belmont  and  Company,  their  duly 

authorized  agent,  this   day  of   19 

August   Belmont, 
Edward  J.  Berwind, 
Andrew  Freedman, 
Theodore  P.  Shonts, 
^  Cornelius  Vanderbilt, 

^'oting   Trustees. 

by  

Their  Agent. 

Eegistered   

Guaranty  Trust  Company  of  New  York, 

Registrar. 

by 

Ass 't   Secretary. 

Fourth.  On  March  6,  1916,  or  whenever  earlier,  the  Voting  Trustees  shall 
decide  in  their  uncontrolled  discretion  to  malce  such  delivery,  the  Voting 
Trustees,  in  exchange  for,  and  upon  surrender  of  any  voting  trust  cer- 
tificate then  outstanding,  will  in  accordance  with  the  terms  hereof,  de- 
liver proper  certificates  of  capital  stock  of  the  Company,  and  may  require 
the  holders  of  voting  trust  certificates  to  exchange  them  for  certificates 
of  capital  stock  of  the  Company  to  the  amount  and  of  the  class  called 
for  by  the  respective  voting  trust  certificates  outstanding. 

Whenever  certificates  for  stock  shall  so  become  deliverable,  the  Voting 
Trustees  may  deposit  with  Guaranty  Trust  Company  of  New  York  or 
with  any  oftier  trust  company  having  an  office  in  the  City  of  New 
York,  certificates,  properly  endorsed  for  transfer  in  blank,  of  stock  in 
the  Company  to  the  amounts  of  the  respective  classes  of  said  stock 
called  for  by  the  voting  trust  certificates  outstanding,  with  authority  in 
writing  to  such  depositary  to  deliver  the  same  in  exchange  for  voting 
trust  certificates  when  and  as  surrendered  for  exchange,  and  thereupon 
all  further  liability  of  the  Voting  Trustees  for  the  delivery  of  stock 
certificates  in  exchange  for  voting  trust  certificates  shall  cease. 

Fifth.  The  term  Company,  for  the  purposes  of  this  agreement  and 
for  all  rights  hereunder,  including  the  issue  and  deliveiy  of  stock,  shall 
be  taken  to  mean  the  above  named  Interborough-Metropolitan  Company, 
or  any  corporation  or  corporations  successor  to  it. 

Sixth.  Any  Voting  Trustee  may,  at  any  time,  resign  by  delivering 
his  resignation,  in  writing,  to  the  other  Voting  Trustees,  to  take  effect 
ten  days  thereafter  or  on  its  earlier  acceptance  by  the  Voting  Trustees. 
Any  vacancy  among  the  Voting  Trustees  caused  by  the  death,  resigna- 
tion or  inability  to  act  of  Andrew  Freedman  or  Cornelius  Vanderbilt, 
or  any  successor  appointed  to  either  of  them,  shall  be  filled  by  August 
Belmont  and  Company,  as  from  time  to  time  constituted.  Any  vacancy 
among  the  Voting  Trustees  caused  by  the  death,  resignation  or  inability 
to  act  of  Edward  J.  Berwind  or  Theodore  P.  Shonts,  or  any  successor 
appointed  to  either  of  them  shall  be  filled  by  Guaranty  Trust  Company. 


1124    CORPORATION  FORMS  AND  PRECEDENTS. 

Any  vacancy  among  the  Voting  Trustees  caused  by  the  death,  resignation 
or  inability  of  act,  of  August  Belmont,  or  any  successor  appointed  to 
him,  shall  be  filled  as  follows:  Said  August  Belmont  shall  within  thirty 
days  from  the  date  of  this  agreement,  lodge  with  Guaranty  Trust  Com- 
pany of  New  York  an  instrument  in  writing  signed  by  him,  designating 
three  persons  for  that  purpose,  and  any  such  vacancy  shall  be  filled, 
in  the  order  of  their  designation  in  said  instrument,  by  the  persons  so 
designated,  or,  in  case  of  the  death  or  refusal  to  serve  of  all  said  per- 
sons, or  of  the  death,  resignation  or  inability  to  act  of  the  last  of  said 
persons  accepting  such  trusteeship,  or  in  case  of  the  failure  of  said  Bel- 
mont to  make  such  designation,  such  vacancy  shall  be  filled  by  the  unan- 
imous vote  of  the  four  remaining  Voting  Trustees.  The  term  Voting 
Trustees,  as  used  herein  and  in  said  voting  trust  certificates,  shall  apply 
to  the  parties  of  the  second  part  and  their  successors  hereunder. 

Seventh.  The  Voting  Trustees  may  adopt  their  own  rules  of  procedure. 
The  action  of  a  majority  of  the  Voting  Trustees  expressed  from  time 
to  time  at  a  meeting  or  by  writing  with  or  without  a  meeting,  shall, 
except  as  otherwise  therein  stated,  constitute  the  action  of  the  Voting 
Trustees  and  have  the  same  effect  as  though  assented  to  by  all.  Any 
Voting  Trustee  may  vote  in  person  or  by  proxy,  and  may  act  as  a 
director  or  officer  of  the  Company. 

Eighth.  In  voting  the  stock  held  by  them,  the  Voting  Trustees  will 
exercise  their  best  judgment  from  time  to  time  to  secure  suitable  di- 
rectors, to  the  end  that  the  affairs  of  the  Company  shall  be  properly 
managed,  and  in  voting  and  in  acting  on  other  matters  which  shall  come 
before  them  as  stockholders  or  at  stockholders'  meetings,  will  likewise 
exercise  their  best  judgment,  but  they  assume  no  responsibility  in  re- 
spect of  such  management  or  in  respect  of  any  action  taken  by  them, 
or  taken  in  pursuance  of  their  consent  thereto,  as  such  stockholders,  or 
in  pursuance  of  their  vote  so  cast,  and  no  Voting  Trustees  shall  incur 
any  responsibility  by  reason  of  any  error  of  law  or  of  any  matter  or  thing 
done  or  suffered  or  omitted  to  be  done  under  this  agreement,  except  for 
his  own  individual  wilful  malfeasance. 

Ninth.  The  Voting  Trustees  shall  possess,  and  shall  be  entitled  in 
their  discretion  to  exercise,  until  the  actual  delivery  of  stock  certificates 
in  exchange  for  voting  trust  certificates,  all  rights  and  powers  of  abso- 
lute owners  of  said  stock,  including  the  right  to  vote  for  any  pur- 
pose, and  to  consent  to  any  corporate  act  of  said  Company,  it  being 
expressly  stipulated  that  no  voting  right  passes  to  others  by  or  under  the 
voting  trust  certificates,  or  by  or  under  this  agreement,  or  by  or  under 
any  agreement,  express  or  implied;  the  Voting  Trustees  will  not,  how- 
ever, during  the  continuance  of  this  agreement,  vote  in  respect  of  the 
shares  of  the  capital  stock  of  the  Company  held  by  them,  to  authorize 
any  increase  or  diminution  in  the  amount  of  either  class  of  the  stock 
of  the  Company,  except  with  the  consent  in  each  instance  of  the  holders 
of  two-thirds  in  amount  of  the  voting  trust  certificates  for  common  stock 
present  in  person  or  by  proxy  and  voting,  at  a  meeting  called  by  the 
Voting  Trustees  for  that  purpose. 

Tenth.  All  notices  to  be  given  to  the  holders  of  voting  trust  certi- 
ficates hereunder,  shall  be  given  by  publication  in  two  daily  papers  of 
general  circulation   in   the  City   of  New  York   twice  in   each   week  for 


VOTING  TRUSTS.  1125 

two  successive  weeks;  and  any  call  or  notice  whatsoever,  when  pub- 
lished by  tlie  Voting  Trustees  as  herein  provided,  shall  be  taken  and  con- 
sidered as  though  personally  served  on  all  parties  hereto,  iniduding  the 
holders  of  said  voting  trust  certificates,  as  of  the  date  of  first  publica- 
tion, and  such  publication  shall  be  the  only  notice  rcquireil  to  be  given 
under  any  provision  of  this  agreement. 

Eleventh.  If,  on  or  before  the  sixth  day  of  March,  1916,  the  Voting 
Trustees  shall  consider  a  continuance  of  the  same  management  and  con- 
trol essential  to  the  welfare  of  the  Company,  and  shall  file  a  certificate 
to  that  effect  with  the  agent  of  the  voting  Trustees,  the  holders  of 
voting  trust  certificates  issued  hereunder  agree  to  use  their  best  efforts 
to  effect  a  renewal  of  this  agreement  for  such  perioil,  not  exceeding  five 
years  from  said  sixth  day  of  March,  1916,  as  the  Voting  Trustees  may 
designate;  and,  in  the  event  of  such  ^renewal,  certificates  of  stock  in 
the  Company  shall  be  deliverable  only  at  the  expiration  of  the  period 
of  such  renewal. 

Twelfth.  This  agreement  may  be  simultaneously  executed  in  several 
counterparts,  each  of  which  so  executed  shall  be  deemed  to  be  an  original, 
and  such  counterparts  shall  together  constitute  but  one  and  the  same 
instrument. 

In  Witness  Whereof,  the  several  parties  have  hereunto  set  their  hands, 
in  the  City  of  New  York,  the  day  and  year  first  hereinabove  mentioned. 


See  Forms  1550-1554,  supra,  :iiid   notes  thereunder. 

Form  1556. 

LETTER  TO  CERTIFICATE  HOLDERS  IN  REFERENCE  TO 
RENEWAL  OF  VOTING  TRUST  AGREEMENT. 

New  York,  February  6,   1911. 
To    Holders   of   Interborough-Metropolitan    Voting   Trust    Certificates: 

Pursuant  to  the  terms  of  the  Voting  Trust  Agreement,  the  undersigned, 
the  duly  appointed  successors  of  the  Voting  Trustees  named  therein, 
have  filed  with  their  agent  their  certificate  for  the  renewal  of  the  Voting 
Trust  for  a  further  period  of  five  years  after  March  6,  1911,  and  the 
holders  of  Voting  Trust  Certificates  are  requested  to  execute  an  agree- 
ment for  such  renewal  containing  the  same  terms  and  conditions  as  the 
original  Voting  Trust.  Counterparts  of  such  agreement  may  be  obtained 
at  the  office  of  August  Belmont  and  Company,  23  Nassau  Street,  New 
York  City. 

Provision  is  made  in  the  Voting  Trust  Agreement  for  the  issuance  of 
Preferred  Stock  Voting  Trust  Certificates  in  exchange  for  shares  of 
the  preferred  stock  of  those  holders  who  may  desire  to  avail  themselves 
of  the  privilege  of  becoming  parties  to  the  Voting  Trust  Agreement. 

For  the  convenience  of  holders  of  Voting  Trust  Certificates  there  is 
enclosed  herewith  a  power  of  attorney  authorizing  Solomon  R.  Guggen- 
heim, Rafael  R.  Covin,  Edwin  Hawley,  Gerald  L.  Hoyt  and  Morton  F. 


1126    CORPORATION  FORMS  AND  PRECEDENTS. 

Plant  to  execute  the  renewal  agreement  on  their  behalf,  which  may  be 
returned  to  Charles  B.  Ludlow,  Secretary  Voting  Trustees,  23  Nassau 
Street,  >rew  York. 

August  Belmont, 
Edward  J.  Berwind, 
Andrew  Freedman, 
Theodore  P.   Shonts, 
Cornelius   Vanderbilt, 
Voting   Trustees. 
See  preceding  form. 

Form  1557. 

POWER  OF  ATTORNEY  TO  RENEW  VOTING  TRUST 
AGREEMENT. 

Know  All  Men  by  These  Presents:      That  I,   

of    the   owner   of    

shares  of  Common  Stock  Voting  Trust  Certificates,  and   

shares  of  Preferred  Stock  of  Interborough-Metropolitan  Company,  do 
hereby  make,  constitute  and  appoint  Solomon  E.  Guggenheim,  Eafael  E. 
Govin,  Edwin  Hawley,  Gerald  L.  Hoyt  and  Morton  F.  Plant  or  either 
of  them,  my  true  and  lawful  attorneys  for  me  and  in  my  name  to 
execute  an  agreement  with  August  Belmont,  Edward  J.  Berwind,  Andrew 
Freedman,  Theodore  P.  Shonts  and  Cornelius  Vanderbilt,  as  Voting  Trus- 
tees, for  the  renewal  as  to  both  Common  and  Preferred  Stock  above- 
named  of  the  Voting  Trust  of  Interborough-Metropolitan  Company  for 
the  period  of  five  years  from  and  after  March  6,  1911,  upon  the  same 
terms  and  conditions  as  were  specified  in  the  original  Voting  Trust  of 
the  Interborough-Metropolitan  Company,  dated  March  6,  1906,  and  to  do 
and  perform  all  acts  and  to  sign  all  instruments  necessary  for  the  proper 
execution  and  consummation  of  said  renewal  Voting  Trust  agreement, 
in  as  full  and  ample  a  manner  as  I  might  do  in  person. 

In    Witness    Whereof,    I    have    hereunto    set    my    hand    and    seal    the 
day  of  February,  one  thousand  nine  hundred  and  eleven. 

[L.  S-] 

In  presence  of: 


Form  1558. 

PUBLISHED  NOTICE  OF  RENEWAL  OF  VOTING  TRUST 
AGREEMENT  BY  TRUSTEES  AND  REQUEST  TO 
HOLDERS  OF  VOTING  TRUST  CERTIFI- 
CATES TO  EXECUTE  SAME. 

To    Holders   of 
Interborough-Metropolitan  Company 
Voting  Trust  Certificates  and  Preferred  Stock: 
Pursuant    to    the    terms    of    the    Voting    Trust    Agreement,    the   under- 
signed,  the    duly   appointed   successors    of   the    Voting   Trustees   named 
therein,  have  filed  with  their  agent  their  certificate  for  the  renewal  of 


VOTING  TRUSTS.  1127 

the  Voting  Trust  for  a  further  period  of  live  years  after  March  6th, 
1911,  and  the  holders  of  Voting  Trust  Certificates  are  requested  to  exe- 
cute an  agreement  for  such  renewal  containing  the  same  terms  and 
conditions  as  the  original  Voting  Trust.  Counterparts  of  such  agree- 
ment may  be  obtained  at  the  office  of  August  Belmont  and  Company, 
23   Nassau  Street,   New  York  City. 

Provision  is  made  in  the  Voting  Trust  Agreement  for  the  issuance 
of  Preferred  Stock  Voting  Trust  Certificates  in  exchange  for  shares  of 
the  preferred  stock  of  those  holders  who  may  desire  to  avail  themselves 
of  the  privilege  of  becoming  parties  to  the  Voting  Trust  Agreement. 

For  the  convenience  of  holders  of  Voting  Trust  Certificates  ami  of 
Preferred  Stock  there  has  been  mailed  a  power  of  attorney  authorizing 
Solomon  R.  Guggenheim,  Rafael  R.  Govin,  Edwin  Hawley,  Gerald  L. 
Hoyt  and  Morton  F.  Plant  to  execute  the  renewal  agreement  on  their 
behalf,  which  may  be  returned  to  Charles  B.  Ludlow,  Secretary  Voting 
Trustees,  2.3   Nassau  Street,   New  York. 

If  copies  of  the  power  of  attorney  are  not  received  through  the  mails, 
they  may  be  obtained  upon  application  to  the  Secretary  of  the  Voting 
Trustees. 

The  Trustees  will  be  prepared  to  deliver  temporary  Voting  Trust  Cer- 
tificates in  exchange  for  outstanding  Voting  Trust  Certificates  of  the 
Common  Stock  on  and  after  Thursday,  February  23rd,  1911,  at  the  office 
of  the  Transfer  Agents,  August  Belmont  &  Co.,  No.  23  Nassau  Street, 

New  York. 

August  Belmont, 
Edward  J.  Berwind, 
Andrew   Frecdman, 
Theodore  P.   Shonts, 
Cornelius   Vanderbilt, 
Voting  Trustees. 
February  21,  1011. 

See  Forms  1555-15.57,  supra. 

rorm  1559. 

SUPPLEMENTAL  NOTICE  IN  RE  RENEWAL  OF  VOTING 
TRUST  AGREEMENT. 

New  York,  June  23,  1911, 

To    Holders   of 

Interborough-Metropolitan  Comjjany  Preferred  Stock: 
The  preferred  stockholders  of  the  Interborough-Metropolitan  Company 
are  requested  to  kindly  send  in  their  stock  to  August  Belmont  &  Co., 
Transfer  Agents,  23  Nassau  Street,  New  York  City,  for  exchange  into 
the  new  voting  trust  certificates.  A  large  majority  has  already  been  ex- 
changed and  it  would  greatly  facilitate  the  conclusion  of  this  matter  if 
certificates  were  sent  in  as  rapidly  as  possible.  The  old  voting  trust 
certificates  for  the  common  stock  have  been  stricken  from  the  list  of  the 
Stock  Exchange  and  the  new  common  voting  trust  certificates  are  now 
the  only  delivery.     As  soon  as  a  sufficient  amount  of  the  preferred  stock 


1128    CORPORATION  FORMS  AND  PRECEDENTS. 

has  been  exchanged  it  is  expected  that  the  Stock  Exchange  authorities 
will  take  the  same  course  with  respect  to  the  preferred  stock. 

August  Belmont, 
Edward  J.  Berwind, 
Andrew  Freedman, 
Theodore  P.  Shonts, 
Cornelius  Vanderbilt, 
Voting  Trustees. 
See  Forms  1555-1558,  supra. 

Form  1560. 

NOTICE  OF  RECEPTION  OF  DEPOSITS  OF  STOCK  FOR 

VOTING  TRUST. 

Co. 


Voting    Trust. 

The Trust  Company  is  now  prepared  to  receive  deposits  of 

Stock    and   issue    temporary    negotiable    receipts    therefor.      Arrangements 

have  been  made  to  list  these  receipts  on  the Exchange  when 

not  less  than  twenty  per  cent,  of  the  stock  has  been  deposited. 

The  Voting  Trust  will  not  become  effective  unless  a  majority  of  the 
stock  is  deposited  on  or  before  March  15,  1911,  or  within  such  exten- 
sion of  time  as  the  Voting  Trustees  may  grant. 


March  6,  1911.  Secretary. 

Form  1561. 

NOTICE  OF  EXTENSION  OF  TIME  TO  DEPOSIT  STOCK 
IN  VOTING  TRUST. 

General  Offices Company Street. 

Philadelphia,  March  15th,  1911. 
Notice  to  Stockholders. 
The   Voting   Trustees   have   today   extended   the  time   for   the   deposit 

of  stock  with  the    Trust  Company,  under  the   Voting 

Trust  Agreement,  to  April  1st,  1911.  To  such  stockholders  as  have  not 
already  deposited  their  stock,  the  Management  urgently  requests  that 
same  be  done  at  the  earliest  possible  moment,  as  the  success  of  plan  of 
rehabilitation  is  dependent  thereon.  When  taking  or  sending  your  Cer- 
tificates to  the Trust  Company, St., 

Philadelphia,  Pa.,  it  will  be  necessary  for  you  to  sign  the  Power  of 
Attorney  on  the  back  of  the  Certificate,  have  same  witnessed  and  your 
signature  guaranteed. 


Secretary. 
See  Forms  1555-1559,  supra. 


VOTING  TRUSTS.  1129 

Form  1562. 

NOTICE     OF     EXCHANGE     OF     TEMPORARY     VOTING 

TRUST   CERTIFICATES   FOR  DEFINITIVE 

CERTIFICATES. 

To   The   Iloliiers   of 
Temporary    Voting  Trust   Certificates  for  Common   and   Preferred   Stock 

of  the 

Company. 

New  York,  ,  191.. 

Notice   is  hereby   given   that  Definitive   Voting  Trust   Certificates   for 

Common  and  Preferred  Stock  of  the   Company  will  be 

issued  on  and  after   ,  191.  .,  on  surrender  of  temporary 

certificates  at  the  oflBce  of  the  Trust  Company, 

Street,  New  York. 

Temporary  certificates  will  not  be  required  to  be  assigned  when  en- 
graved certificates  are  to  be  issued  in  same  name. 

Trust  Company  of   New  York, 

Agent   for   Voting  Trustees. 

Form  1563. 

NOTICE    OF    TERMINATION    OF   VOTING    TRUST    AND 

EXCHANGE  OF  TRUST  CERTIFICATES 

FOR  NEW  STOCK. 

The Eailway  Company. 

To   Holders   of   Trust    Certificates   for   First   Preferred    Stock,   Second 

Preferred  Stock  and  Common  Stock  of  The   

Railway  Company,  issued  under  the  Voting  Trust  Agreement   dated   the 

31st    day    of    December,    189..,    between    ,    ,    , 

and ,  a  Committee  under  a  certain  plan  and  agreement 

for  the   reorganization   of   The    ■ . 

Railway  Company,  dated  September  29th,  1898,  parties  of  the  fir.st  part, 
and  ,  ,  ,  and  ,  Voting  Trus- 
tees, parties  of  the  second  part: 

Notice  is  hereby  given  that  the  undersigned,  Voting  Trustees,  have 
in  their  discretion  decided  to  terminate  said  Voting  Trust  Agreement 
on  the  first  day  of  April,  19....  and  that  on  said  first  day  of  April, 
19.  .  .  .  they  will,  in  accordance  with  the  terras  of  said  Voting  Trust 
Agreement  and  in  exchange  for  and  upon  surrender  of  any  stock  trust 
certificates  then  outstanding,  make  delivery  of  proper  certificates  for  the 

capital   stock    of   The    Railway 

Company. 

All  holders  of  stock  certificates  issued  under  said  Voting  Trust  Agree- 
ment are  hereby  required  to  exchange  them  for  certificates  of  capital 
stock  on  said  first  day  of  April,  19.  .  .  . 

The  stock  trust  certificates  must  \fe  presented  for  exchange  to  Messrs. 


1130    CORPORATION  FORMS  AND  PRECEDENTS. 

&  Co.,  the  agents  of  the  Voting  Trustees  for  such  purpose, 

at  their  office,  No Street,  in  the  City  of  New  York. 

Dated  New  York,  February  1,  19.... 


Voting  Trustees. 

New  York,  February  1,  19 

Referring  to  the  foregoing  notice,  the  exchange  of  stock  trust  certi- 
ficates for  stock  certificates   may  be  made   at   any  time   after   the   first 

day  of  April,  19 ,  but  not  more  than  100  schedules  per  diem  will  be 

received  by  the  undersigned. 

All  stock  trust  certificates  surrendered  for  exchange  must  be  properly 
endorsed  by  the  registered  holder  thereof,  either  in  blank  or  to  the 
order  of  the  Voting  Trustees.  If  stock  trust  certificates  are  desired,  in  any 
name  other  than  that  appearing  on  the  face  of  the  surrendered  trust 
certificate,  the  endorsement  by  the  registered  holder  must  be  acknowl- 
edged before  a  Notary  Public,  or  be  attested  by  some  person  or  firm 
satisfactory  to  the  undersigned. 

Holders  transmitting  the  trust  certificates  by  mail  or  express  will 
please  indicate  whether  they  desire  the  stock  certificates  to  be  sent  by 
mail  or  by  express  at  their  expense. 

In  exchange  for  all  stock  trust  certificates  so  surrendered,  there  will 
be  delivered  receipts  entitling  the  party  therein  named  to  receive  stock 
certificates  of  the  character  and  amount  specified  therein  as  soon  as  they 
can  be  prepared  for  delivery. 

&  Co. 

Form  1564. 

NOTICE  OF  CANCELATION  OF  VOTING  TRUST 
AGREEMENT. 

New  York, ,19 

The  Voting  Trust  Agreement  under  which  stock  of  the 

Company  was  held  by  the  undersigned  trustees  has  been   canceled  and 
the  Voting  Trust  dissolved,  and  holders  of  Voting  Trust  Certificates  will 

receive  certificates  of  stock  of  the Company  upon  surrender 

of     the     Voting     Trust     Certificates,     duly     endorsed     and     witnessed,     to 

Trust  Company,  at  its  office,  No St., 

in  the  Borough  of  Manhattan,  City  of  New  York. 

'1 

I  Trustees. 


VOTING  TRUSTS.  1131 

Form  1565. 

NOTICE  BY  VOTING  TRUSTEES  OF  DIVIDEND  ON  VOT- 
ING TRUST  CERTIFICATES. 

Coiiipauy. 

Preferred    Dividend,    No.    18. 

The  Board   of   Directors   of   the    Company 

having  detdared  a  quarterly  dividend  of  one  and  one  quarter  jter  cent. 
($1.25  per-  share)  upon  the  preferred  stock  of  the  Company,  payable  on 
Friday,  December  1,  1911,  notice  is  hereby  given  that  upon  receipt  of 
such  dividend  the  voting  trustees  will  pay  to  the  respective  holders  of 
the  preferre<l  stock  trust  certificates  an  amount  equal  to  the  dividend 
of  one  and  one-quarter  per  cent.  ($1.25  per  share),  such  payment  to  be 
made  on  Friday,  December  1,  1911,  to  holders  of  record  at  the  close  of 
business  on  Thursday,  November  16,  1911.  Transfer  books  will  not  be 
closed. 

Checks   will    be    mailed   by   the    Trust    Company,   of 

, ,  the  agent  of  the  voting  trustees. 


Voting  Trustees. 

November  10,  1911. 

See  Forms  1527-1532,  supra. 

Form  1566. 

NOTICE  OF  DIVIDEND  BY  COMPANY  ON  STOCK  HELD 
IN  VOTING  TRUST. 

The   Company. 

Philadelphia,  .January  22,  1912. 
Dividend    No.    1.3.3. 
The  Board  of  Managers  has  this  day  declared  a  quarterly  dividend  of 
Two  (2)  per  cent.  ($1.00  per  share)  on  the  capital  stock  of  the  company, 
payable  February  29,   1912,  to  stockholders  as  registered  on   the  books  of 
the  company  at  3  o'clock  P.  M.  January  B-l,  1912. 

As  directed  in  an  order  received  from  the  Trustees  for  the  stockholders 
under  agreement  of  March  1,  1910,  the  dividend  as  above  declared  due 
on  capital  stock  of  said  company,  represented  by  Trustees'  Certificates, 
will  be  paid  February  29,  1912,  to  holders  of  Trustees'  Certificates  as 
registered  on  the  books  of  the  Trustees  at  3  o'clock  P.  ^I.  January  31, 
1912. 

Checks  will  bo  mailed  to  stockholders  and  to  holders  of  Trustees'  Certif- 
icates who  have  filed  permanent  dividend  orders. 

,   Treasurer. 

See  note  to  preceding  form.  . 


1132    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1567. 

NOTICE  OF  DIVIDEND  ON  STOCK  HELD  IN  EXTENDED 
VOTING  TRUST  AGREEMENT. 

Company. 

,  New  York,   ,  19 

A  dividend  of  one  per  cent  (1%)  out  of  aecnimulated  income,  has  been 

declared  on  the  Preferred  Stock  of  the  Company,  payable  April    , 

19.  . .,  to  stockholders  of  record  at  the  close  of  business  April   .  .  .  .,  19.  .  . 

,  Secretary. 

Wall  Street,  New  York,  February ,  19 

On    April    ,    19 ,   the    Voting    Trustees   for    Preferred    Stock 

Trust    Certificates   of   the    Company,    which 

have  assented  to  the  extension  agreement  of  August  27,  19....,  will  be 
prepared  to  distribute  the  above  dividend  of  one  per  cent  (1%)  when 
received  by  them,  among  the  parties  entitled  thereto,  as  same  appear  of 

record  on  their  books  at  the  close  of  business  April ,  19.  .  .  . 

&   Co., 

Agents   for   Voting   Trustees. 
See  note  to  preceding  form. 


i 


CHAPTER  XXIV. 

MISCELLANEOUS  STOCKHOLDERS' 
AGREEMENTS. 

Form  1568. 

POOLING  AGREEMENT. 

We,   the   uudeisigned,   Shareholders   of  the    Company, 

believing   it   to   be   in   our  interest  as  such  Shareholders  to  pool   our  stock 

with   The    Trust   Company,  as   Trustee,   for  the  time  and  on 

the  terms  hereinafter  mentioned,  do  hereby  respectfully  agree  the  one 
with  the  other  and  others,  and  with  the  said  Trust  Company,  as  follows: 

1.  We  will  respectfully  transfer  or  cause  to  be  transferred  to  the 
Trust  Company,  as  Trustee,  all  our  respective  shares  in  the  capital  stock 

of  the  said Company,  to  be  held  by  the  Trust  Company 

until  the   day  of ,  A.  D.  19 ,  subject  to  the 

provisions  and  terms  below  mentioned. 

2.  Any  of  the  undersigned  who  are  now  Directors  of  the   

Company  may  retain  the  necessary  qualification  shares  as  Director,  and 
any  of  the  undersigned  who  may  hereafter  be  appointed  Directors  of  said 
Company  shall  be  entitled  to  receive  from  the  Trust  Company  a  retransfei 
of  the  necessary  qualification  shares,  but  all  such  qualification  shares  shall 
be  held  unsold  and  undisposed  of  until  the  expiration  of  the  time  above 
limited. 

3.  Any  of  the  undersigned  wishing  to  dispose  of  the  whole  or  any  part 
of  his  shares  to  any  others  of  the  undersigned  shall  be  at  liberty  to  do  so, 
and  upon  notice  to  the  Trust  Company  of  such  disposition  the  Trust  Com- 
pany shall  hold  the  shares  so  disposed  of  for  the  proper  person  or  persons 
in  that  behalf  in  lieu  of  the  person  so  disposing  of  the  same. 

4.  At  all  meetings  of  the   Shareholders   of  the    Company 

the  Trust  Company  shall  vote  upon  the  shares  transferred  to  it  by  the 
undersigned  respectively  in  accordance  with  the  directions  (if  any)  of 
the  undersigned  respectively,  or  if  any  of  the  undersigned  have  disposed 
of  any  of  their  shares  as  mentioned  in  paragraph  number  three  hereof, 
then  in  accordance  with  the  directions  (if  any)  of  the  proper  persons 
in  that  behalf. 

5.  Upon  the  expiration  of  the  period  mentioned  in  paragraph  number 
one 'hereof  the  Trust  Company  shall  retransfer  to  the  undersigned  respec- 
tively, or  to  the  persons  entitled  in  that  behalf,  the  respective  shares  trans- 
ferred to  or  held  by  the  Trust  Company  under  the  terms  of  this  agreement. 

Dated 

1133 


1134    .CORPORATION  FORMS  AND  PRECEDENTS. 

Witness.  Name  of  Shareholder. 


The    Trust  Company, 

[Seal]  By    

Attest :    Its 

Secretary. 
See  as  to  the  legality  of  forming  a  "pool"  to  deal  in  a  particular  stock, 
Cook  on  Corporations,  §621;  Clark  &  M.,  Corp.,  §657, 
See  generally  notes  under  Voting  Trust  Agreements,  Chapter  XXIII,  ante. 

Form  1569. 
AGREEMENT  FOR  CONTROL  OF  STOCK. 

Whereas,    ,  party  of  the  first  part,  is  the   owner  of 

shares  of  the  capital  stock  of  the Company, 

and ,  party  of  the  second  part,  is  the  owner  of 

shares  of  said  capital  stock;  and 

Whereas,  said  party  of  the  first  part  has  agreed  that  in  case  he  here- 
after sell  any  or  all  of  the  said  stock  owned  by  Jiim,  he  will  at  the  same 
time  make  it  a  part  of  such  contract  of  sale  that  the  party  purchasing 

shall  extend  to  said  party  of  the  second  part  the  option  to  sell  his 

shares  of  stock,  or  any  part  thereof,  to  said  purchaser  at  the  same  price 
and  on  the  same  terms; 

Now  therefore,  it  is  hereby  agreed  between  said  parties  for  a  valuable 
consideration,  receipt  of  which  is  hereby  acknowledged  by  said  party 
of  the  first  part,  that  in  case  said  party  of  the  first  part  sell  or  cause 
to  be  sold  his  said  shares  of  stock  or  any  part  thereof,  he  will  at  the 
same  time  make  it  a  part  of  such  contract  of  sale  that  the  party  purchas- 
ing shall  purchase  from  said  party  of  the  second  part  at  the  same  price 
and  on  the  same  terms  such  part  of  said  shares  of  stock  belonging  to 
said  party  of  the  second  part  as  the  party  of  the  second  part  may  care 
to  sell  at  that  time  at  that  price  and  on  those  terms.  In  case  said 
party  of  the  first  part  fails  to  make  such  provisions  in  any  sale  or 
transfer  made  by  said  party  of  the  first  part,  said  party  of  the  second 
part  may  tender  to  the  party  of  the  first  part  the  certificate  for  any  or 

all  of  said   shares  of  stock  owned  by  the  party  of  the  second 

part,  and  thereupon  may  demand  and  collect  therefor  from  the  party  of 
the  first  part,  by  suit,  a  sum  per  share,  for  the  stock  so  tendered,  equal 
to  the  highest  price  per  share  at  which  said  party  of  the  first  part  may 
have  prior  thereto  sold  the  shares  of  stock,  or  any  part  thereof,  be- 
longing to  the  party  of  the  first  part.  This  agreement  shall  bind  the 
heirs,  representatives,  agents,  and  assigns  of  the  party  of  the  first  part, 

and  shall  continue  in  force  for  the  period  of    years  from  the 

date  hereof. 


Dated,   , ,  19 

See  Cook  on  Corporations  (Bth  Ed.),  §  622c,  where  the  above  form  will  be 
found,  and  where  the  validity  of  such  agreements  is  considered. 

See,  also,  Jones  v.  Brown,   171  Mass.  318,  where  the  stockholders  in  a 


STOCKHOLDERS'  AGREEMENTS.  1135 

close  corporation  made  a  contract,  the  essential  parts  of  which  are  set  forth 
in  the  opinion  of  the  court,  providinj?  for  the  purchase  of  stock  of  a  cer- 
tain stockholder  in  case  of  his  death,  and  for  the  purchase  of  th,'  stock 
of  any  other  stockholder  who  ceased  to  be  connected  with  the  corporation. 
The  court  enforced  specitic  performance  of  such  contract  upon  the  death 
of  the  former  stockholder.  See  also,  li'mg  v.  Heading,  etc.,  Hy.  Co.,  101 
Pa.  298;  Whiton  v.  Batchehier,  etc.,  Corp.,  179  Mass.  109;  Weston  v.  Gold- 
stein, 39  N.  Y.  App.  Div.  (HJl;  Brown  v.  Britton,  41  N.  Y.  App.  Div.  '>' ; 
Burden  v.  Burden,  159  N.  Y.  287;  Scraggs  v.  Cotterill,  67  .\'.  Y.  App. 
Div.  583. 

Form  1570. 
AGREEMENT  FOR  CONTROL  OF  CORPORATION. 

For   value   received,   it   is   agreeil   between    the    undersigned,    who   are 

the  sole  associates  of  the Iron  Company  that  the  stock  of 

said  company  shall  be  taken,  owned  and  held  as  follows,  to-wit:  J.  A.  B. 
shall  take,  own  and  hold  1,000  shares;  I.  T.  B.  shall  take,  own  and  hold 
998  shares;  J.  L.  A.  shall  take,  own  and  hold  2  shares.  The  said  J.  A.  B. 
agrees  to  and  with  the  said  I.  T.  B.  that,  if  he  shall  at  any  time  sell 
or  assign  998  shares  of  his  said  stock,  then  and  in  such  case  he  will, 
without  any  consideration  for  the  same,  transfer  the  other  two  shares 
of  his  said  stock  to  the  said  I.  T.  B.  his  executors,  administrators  or 
assigns.  All  the  profits  arising  from  the  business  of  the  said  corpora- 
tion shall  be  divided  equally  between  the  said  J.  A.  B.  and  I.  T.  B.  The 
said  J.  L.  A.  agrees  for  himself,  his  executors  and  administrators,  that 
in  case  of  a  sale  of  any  or  all  of  his  said  stock,  said  J.  A.  B.  and  T.  T.  B. 
shall  be  entitled  to  the  same,  severally,  share  and  share  alike  at  and 
for  its  par  value;  and  in  case  either  of  them  shall  refuse  in  writing  to 
make  such  purchase,  then  the  other  shall  be  entitled  to  his  half,  or 
the  whole  thereof  as  he  may  elect.  Tt  is  further  agreed  that  said  .1.  L. 
A.  shall  not  receive  any  dividends,  income  or  profit  from  the  said  cor- 
poration or  its  business,  but  that  in  place  thereof,  he  shall  have  and 
receive  a  salary  to  be  fixed  by  the  board  of  trustees  of  said  corporation. 

Dated  June  30,  1891. 

I.  T.  B. 
J.  A.  B. 
J.  L.  A. 

The  above  agreement  was  construed  in  Burden  v.  Burden,  159  N.  Y. 
287,  where  it  was  held  that  the  agreement  did  not  prevent  J.  A.  B. 
from  selling  portions  of  his  stock  less  than  998  shares,  w'thout  trans- 
ferring the  2  shares  to  I.  T.  B.,  and  that,  therefore,  J.  A.  B.  might 
transfer  single  shares  to  qualify  new  trustees. 

See  Chapter  XXIII,  ante. 

See  Carnegie  "Iron-Clad"  Agreement,  Form  2182,  post. 

Form  1571. 
STOCK  OPTION. 

This   is   to    certify   that   I    have    this    day   bought   of    five 

(5)   shares  of  the  capital  stock  of  the  Bank  of   ,  ami   in 

consideration  of  the  price  paid,  and  for  value  received,  I  hereby  agree 
not  to  sell  all  or  any  part  of  the  stock  at  any  time,  until  I  have  first 
offered  the  same  to  said   in  writing  at  the  book  value  of 


1136     CORPORATION  FORMS  AND  PRECEDENTS. 

said  stock,  giving  him  ample  time  to  accept  or  refuse  the  purchase, 
binding  my  heirs,  executors,  and  administrators,  in  the  above  option  and 
agreement. 

Dated     ,19 

The  above  instrument  was  construed  in  Cothran  v.  Witham,  123  Ga. 
190,  and  held  not  to  be  void  for  indefiniteness  as  to  the  time  when  it 
should  become  operative,  and  not  to  be  unilateral.  It  was  further  held  that 
special   damages  for  its  breach  must  be  proved. 

See  for  other  agreements  relating  to  stock.  Chapter  XVI,  ante. 

Form  1572. 

CLAUSE  IN  AGREEMENT  IN  REFERENCE  TO  CONTROL 
OF  STOCK  UPHELD. 

"If  in  the  opinion  of  the  holders  of  the  majority  of  the  common  stock 
of  said  corporation,  a  holder  of  any  common  stock  should  cease  to  be  a 
desirable  associate  either  on  account  of  incompetency  or  personal  con- 
duct, or  if  a  holder  of  any  common  stock  of  said  corporation  should 
voluntarily  resign  from  his  or  her  position,  the  holders  of  the  majority 
of  the  common  stock  shall'  be  at  liberty  and  they  are  hereby  empowered 
to  appraise  the  cash  value  of  said  stock  and  redeem  or  purchase  the 
same  from  the  said  party,  and  the  said  stock  so  purchased  shall  be 
divided  or  distributed  among  the  holders  of  the  said  common  stock  in 
proportion  to  the  amounts  of  stock  held  by  each." 

The  above  clause  was  held  to  be  valid  in  Boggs.v.  Boggs  &  Buhl,  217 
Pa.  10. 

Form  1573. 

RESOLUTION  FOR  APPRAISAL  UNDER  ABOVE 
CONTRACT. 

Resolved,  that  the  stock  of  Mr be  appraised  and 

redeemed  in  accordance  with  the  agreements  signed  by  all  of  the  holders 
of  the  common  stock  of  said  corporation,  dated  April  20,  1899,  on  account 
of  his  incompetency  in  overbuying  and  otherwise  mismanaging  depart- 
ments under  his  control,  and  because  he  by  reason  of  his  personal  con- 
duct hsfs  ceased  to  be  a  desirable  associate. 

Resolved  Further,  that  the  common  stock  of  the  Boggs  and  Buhl  Cor- 
poration  h^ld  by  Mr be  appraised  at   $149.71   cash 

per  share,  which  is  the  gross  value  of  the  stock  as  shown  by  the  books 
of  the  corporation,  ami  that  said  stock  be  redeemed  and  purchased  at 
that  price. 

The  foregoing  resolutions  are  found  in  Boggs  v.  Boggs  and  Buhl, 
217  Pa.  10,  where  a  bill  for  specific  performance  was  upheld  based  upon 
such  agreement  and  appraisal. 

See  preceding  form. 

See  Carnegie  "Iron-Clad"  Agreement,  Form  2182,  post. 


STOCKHOLDEKS'  ACJREEMENTS.  1137 

Form  1574. 

AGREEMENT     AMONG     STOCKHOLDERS     FOR     CLOSE 
CORPORATION. 

Agreement,  made  tliis  13th  day  of  April,  1895,  among  James  C.  Lindsay, 
John  S.  Limlsay,  .).  O.  Fitzsininions,  Thomas  McMurray.  A.  J.  Bihlcr  and 
George  W.   Wielil; 
Witnosseth, 

Whereas,  The  above  named  parties  are  the  owners  of  all  of  the  stock  of 
the  corporation  known  as  the  James  C.  Lindsay  Hardware  Company,  having 
its  principal  oflice  and  place  of  business  in  the  City  of  Pittsburgh,  I'a. ;  and 
Whereas,  The  said  parties  have  agreed  among  themselves  that  owing  to 
the  nature  of  the  business  transacted  by  the  said  James  C.  Lindsay  Hard- 
ware Company,  it  is  not  desirable  that  the  said  stock  so  owned  and  held  by 
the  parties  hereto  should  go  upon  the  market  for  sale  and  transfer,  for  the 
reason  that  all  the  present  stockholders  are  active  workers  in  the  business 
(if  the  said  James  C.  Lindsay  Hardware  Company,  and  are  giving  their 
jiersonal  attention  and  time  to  the  development  of  the  business;  and 

Whereas,  By  reason  of  the  uncertainty  of  life,  and  of  the  possibility  that 
some  one  (or  more)  of  the  present  stockholders,  parties  to  this  agreement, 
may  wish  to  sell  his  interest  in  the  said  James  C.  Lindsay  Hardware 
Company  and  retire  therefrom,  and  to  guard  against  the  introduction,  as 
stockholders  in  the  said  James  C.  Lindsay  Hardware  Company,  of  strangers 
or  outsiders  in  the  said  business,  whether  by  reason  of  a  wish  to  sell  the 
said  stock,  or  by  reason  of  the  death  of  any  one  or  more  of  the  present 
stockholders; 
Now  this  agreement  is  made: 

The  parties  hereto,  owning  at  present  all  the  stock  of  the  said  company, 
agree  among  and  with  each  other,  that  in  case  any  one  or  more  of  them 
should  desire  to  sell  his  sfock  in  the  said  James  C.  Lindsay  Hardware 
Company  and  retire  from  said  business,  or  in  the  event  of  the  death  of 
any  one  (or  more)  of  the  present  stockholders,  it  is  agreed  that  those  of  the 
present  stockholders  who  renuiin  in  the  said  business  as  stockholders  therein, 
shall  have  the  option  to  purchase  and  acquire  the  whole  of  the  stock  interest 
of  such  party  so  dying  or  so  desiring  to  sell  his  said  interest  at  the  book 
value  thereof,  which  book  value  shall  be  ascertained  as  follows: 

In  case  the  parties  can  agree  upon  a  price  to  be  paid,  then  the  parties 
having  the  right  to  purchase  may  take  the  interest  at  such  price  so  agreed 
upon.  But  in  case  the  representative  of  the  party  so  dying,  or  the  party 
desiring  to  retire  by  sale  of  his  interest,  and  the  remaining  parties  to  this 
contract  cannot  agree  upon  a  fair  price  or  book  value  thereof,  then  each 
of  the  parties  shall  have  the  right  to  appoint  one  experienced  business  man 
as  arbitrators,  who,  if  they  can  agree,  shall  fix  a  price,  whereupon  the 
parties  to  this  contract  remaining  in  the  business  shall  have  the  right  to 
purchase  the  said  interest  of  the  said  party  going  out  at  such  figure,  if 
they  so  desire,  but  they  shall  have  the  option  to  refuse  or  to  take  the 
interest  at  that  price. 

In  the  event  that  the  two  arbitrators  so  appointed  cannot  agree,  then  they 
shall  choose  a  third  party  as  umpire,  and  the  decision  of  the  majority 
thereof  shall  fix  a  price,  in  which  case  the  parties  remaining  in  the  business 


1138     CORPORATION  FORMS  AND  PRECEDENTS. 

shall  have  the  right  to  take  or  to  refuse  the  interest  at  the  price  so 
(ieteriiiined.  In  ease  the  parties  rciiiaiuiiig  in  the  business  refuse  to  purchase 
after  the  price  is  fixed  by  arbitrators,  then  the  interest  may  be  sold  by 
the  owner,  or  his  representative,  to  the  highest  and  best  bidder. 

Any  stock  of  a  party  retiring  from  the  business,  or  dying,  acquired  by 
the  remaining  stockholders  under  tliis  agreement,  shall  be  divided  or 
assigned  by  the  president  of  the  board  of  directors  at  such  time  acting, 
subject  to  the  approval  of  the  board,  to  any  one  or  more  of  the  parties 
to  this  agreement,  or  to  some  other  party  not  in  this  agreement,  on  the 
payment  by  such  party  of  the  amount  of  the  purchase  price  thereof,  which 
shall  be  divided  among  such  parties  as  shall  have  supplied  the  purchase 
money  to  pay  for  the  interest  so  retiring. 

This  agreement  shall  be  binding  upon  our  heirs,  executors,  administrators 
and  assigns. 

Witness  the  hands  and  seals  of  the  parties  to  this  agreement,  the  day 
and  year  aforesaid. 

James    C.    Lindsay,  [Seal] 

John  S.  Lindsay,  [Seal] 

J.   O.   Fitzsimmons,  [Seal] 

Thos.  McMurray,  [Seal] 

,  A.  J.  Bihler,  [Seal] 

Geo.  W.  Diehl  [Seal] 

Witness : 


The  above  agreement  was  upheld  in  Fitzsimmons  v.  Lindsay,  20.5  Pa.  79. 
See  generally  Cook  on  Corporations,  §  622c;  Clark  &  M.,  Corp.,  §615. 
See  for  voting  trust  agreements,  etc.,  Chapter  XXIII,  aiite. 
See  Carnegie  "Iren-Clad"  Agreement,  Form  2182,  iiost. 

Form  1575. 
LETTER  OF  DEPOSIT  OF  STOCK  IN  TRUST. 

To  the  Merrill  Trust  Company,  of  Bangor,  Maine: 

The  certificates  for  two  hundred  and  fifty-four  (2.54)  shares  of  the  capital 
stock  of  the  Machias  Lumber  Company,  issued  to  James  M.  W.  Hall,  and 
duly  assigned  by  me,  and  sent  to  you,  you  are  to  deal  with  as  follows: 

Said  shares  are  to  be  transferred  to  you  as  trustee,  and  you  are  to  take 
out  a  certificate  to  you  as  trustee  for  the  same.  While  they  stand  in  your 
name  as  trustee,  you  are  to  vote  said  shares  or  cause  them  to  be  voted  at 
all  meetings  of  the  stockholders  of  said  company  upon  all  questions,  and 
especially  upon  all  questions  of  a  lease  or  sale  of  the  company's  property 
and  franchise,  as  Jas.  M.  W.  Hall,  of  Cambridge,  Mass.,  Alfred  K.  Ames, 
of  Machias,  Me.,  and  Wilson  D.  Wing,  of  Bangor,  Me.,  or  a  majority  of 
them,  direct. 

In  case  of  death  or  permanent  disability  of  either  Wilson  D.  Wing,  Jas. 
M.  W.  Hall,  or  Alfred  K.  Ames,  herein  mentioned,  during  the  continuance 
of  this  agreement,  the  authority  vested  in  them  in  connection  with  and  as 
mentioned  in  this  trust  shall  continue  up  to  the  time  of  the  expiration  of 
this  agreement  by  the  following  named  successors:  David  L.  Wing,  of  New 
York  City,  in  place  of  W'ilson  U.  Wing;  Frank  S.  Ames,  of  Machias,  Me.,  in 


STOCKHOLDERS'  AGREEMENTS.  1139 

place  of  'Alfred  K.  AineH ;  James  R.  TIall,  of  Cambridge,  Mass.,  in  place  of 
James  M.  W.  Hall. 

Wbilo  you  hold  such  stock,  you  are  to  pay  to  me  all  dividends  which 
you  may  receive  on  said  stock  by  forthwith  sending  to  me  a  check  to  my 
order  for  the  same. 

You  may  thus  hold  said  stock  as  trustee  until  the  expiration  of  December, 
31,  1906,  at  which  time,  if  you  shall  not  have  sold  the  same  as  herein  pro- 
vided, you  are  to  retransfer  said  shares  to  me. 

You  may  sell  and  transfer  said  shares  for  such  price  and  at  such  time  as 
said  Hall,  Ames,  and  "Wing,  or  a  majority  of  them,  may  direct;  provided, 
however,  you  shall  sell  at  the  same  time  sufTicient  shares  of  the  capital  stock 
of  said  comi)any  as,  reckoning  my  said  shares  in,  shall  be  at  least  a  majority 
of  the  shares  of  the  capital  stock  of  said  company  then  outstanding. 

You  are  thus  to  deal  with  said  shares  without  any  risk  or  liability  on 
your  part,  excepting  that  you  are  to  be  responsible  for  the  safe-keeping  of 
the  same. 

This  shall  bind  me,  my  heirs,  executors,  and  administrators,  and  inure  to 
my  and  their  benefit,  whenever  the  context  so  requires  or  admit? 

Dated ,  19 

[^EAL] 

This  instrument  was  construed  in  Hall  v.  Merrill  Trust  Co.,  (Me.),  76 
Atl.  y2fi,  and  held  to  be  valid  and  to  amount  to  more  than  a  mere  power 
of  attorney,  and  that  a  valid  trust  was  created  giving  certain  powers  and 
duties  to  the  trustee,  which  could  not  be  revoked  at  pleasure.  See  this  case 
for  form  of  attempted  revocation. 

Form  1576. 

ASSIGNMENT  OF  SHARES  OF  STOCK  TO  BE  HELD  IN 

TRUST. 

This  deed  of  trust,  made  this  31st  day  of  October,  1896,  by  and  between 
the  Bay  State  Gas  Company  of  Delaware,  a  corporation  duly  organized  and 
existing  under  and  by  virtue  of  the  laws  of  the  state  of  Delaware,  party  of 
the  first  part,  and  Henry  H.  Eogers,  John  G.  Moore,  and  Frederick  W. 
Whitredge,  citizens  of  the  state  of  New  York,  jointly  as  trustees,  parties  of 
the  second  part. 

Witnesseth:  That  whereas  the  Bay  State  Gas  Company  of  Delaware  is 
the  owner  of  approximately  $1,000,000  par  value  of  the  capital  stock  of  the 
Bay  State  Gas  Company  of  New  Jersey,  and  whereas  the  Bay  State  Gas 
Company  of  New  Jersey  has,  by  virtue  of  a  certain  deed  of  trust,  dated 
January  1,  1889,  made  by  and  between  J.  Edward  Addicks  and  William  E. 
L.  Dillaway,  parties  of  the  first  part,  the  Mercantile  Trust  Comi)any  of  the 
city  of  New  York,^arty  of  the  second  part,  and  the  Bay  State  Gas  Company 
of  Delaware,  parties  of  the  third  part,  certain  powers  in  respect  to  the 
designation  of  persons  to  be  elected  directors  of  certain  gas  companies  in  the 
city  of  Boston,  Mass.,  and  set  forth  in  the  last-mentioned  deed  of  trust;  and 

Whereas,  numerous  suits  in  equity  and  other  actions  have  from  time  to 
time  been  brought  against  said  Bay  State  Gas  Company  of  Delaware,  and 
the  Bay  State  Gas  Company  of  New  Jersey,  and  are  threatening  to  be 
brought  against  the  gas  companies  in  the  city  of  Boston,  the  equity  in  the 


1140    CORPORATION  FORMS  AND  PRECEDENTS. 

stocks  of  which  are  owned  by  the  said  Bay  State  Gas  Compauy  of  New 
Jersey  and  Delaware;  and 

Whereas,  receivers  were,  on  or  about  the  16th  day  of  October,  1896, 
appointed  in  said  suits  by  said  Bay  State  Gas  Company  of  Delaware  in  the 
state  of  Massachusetts,  New  York,  New  Jersey,  and  Delaware,  and  various 
injunctions  and  other  restraining  orders  have  been  from  time  to  time 
obtained  in  said  suits;  and 

Whereas,  the  result  of  the  proceedings  last  mentioned  has  been  to  cause 
a  large  depreciation  in  the  price  of  the  securities  known  as  the  Boston 
Gas  bonds;  and 

Whereas,  the  efifect  of  such  proceedings  is  to  hamper  the  operation  of  the 
companies,  and  will  probably  bring  about  a  default  in  the  payment  of  in- 
terest upon  the  first  and  second  series  of  said  Boston  United  Gas  bonds, 
which  will  result  in  a  foreclosure  of  the  deeds  of  trust  or  the  mortgage 
securing  the  same,  and  ultimately  result  in  the  destruction  of  the  equities 
in  the  stocks  of  the  Boston  Gas  Companies  owned  by  the  Bay  State  Gas 
Company  of  Delaware;  and 

Whereas,  an  arrangement  has  been  made  by  which  all  of  the  said  suits 
are  to  be  discontinued,  and  the  orders  of  injunction  and  for  the  appoint- 
ment of  receivers  made  therein  are  to  be  vacated  upon  consent ;  and 

Whereas,  it  is  the  term  and  condition  of  such  arrangement  that  the  con- 
trol of  the  management  of  the  Boston  Gas  Companies  above  referred  to  shall 
hereafter  be  vested  in  the  parties  of  the  second  part — 

Now,  therefore,  this  agreement  witnesseth; 

First.  That  for  the  purpose  of  perfecting  such  arrangement,  securing 
such  control,  and  saving  the  interest  of  the  Bay  State  Gas  Company  of 
Delaware  in  the  equities  of  the  said  stocks  of  the  Boston  Companies  from 
destruction,  the  said  Bay  State  Gas  Company  hereby  assigns,  transfers,  and 
sets  over  unto  said  parties  of  the  second  part  10,000  shaies  of  the  capital 
stock  of  the  Bay  State  Gas  Company  of  New  Jersey  in  trust  until  such  time 
as  the  Boston  United  Gas  bonds  of  the  first  series  shall  have  been  retired 
by  the  operations  of  the  sinking  fund  or  otherwise  paid  off. 

Second.  The  parties  of  the  second  part  agree  to  hold  the  shares  of  stock 
of  the  said  Bay  State  Gas  Company  of  New  Jersey  in  trust  for  the  Bay  State 
Gas  Company  of  Delaware,  and  to  return  the  same  to  it  when  the  Boston 
United  Gas  bonds  above  referred  to  shall  have  been  paid. 

It  is  understood  and  agreed  that  in  the  event  of  the  resignation,  death, 
or  incapacity  of  either  of  the  trustees,  his  or  their  successor  may  be  ap- 
pointed by  the  survivors. 

The  Bay  State  Gas  Company  of  Delaware, 
By  its  President,  J.  Edwards  Addicks. 

Attest:     AV.  H.  Miller,  Sec. 

See  Bay  State  Gas  Co.  v.  Rogers,  147  Fed.  5.57. 

See  for  other  agreements,  etc.,  relating  to  stock,  Chapters  XV  and  XVI, 
ante. 


STOCKHOLDERS'  AGREEMP]NTS.  1141 

Form  1577. 

AGREEMENT  FOR  TRANSFER  OF  VENDOR'S  SHARES 
TO  SECRETARY  IN  TRUST  FOR  COMPANY. 

This  iudeutuio  made  the day  of between 

of (hereinafter  called  the  vendor),  of  the  firfit  part,  the 

Company,  hereinafter  called  the  company)  'of  the  second  jiart, 

and  ,  of ,  the  secretary  of  the  company  (herein- 
after called  the  secretary)   of  the  third  part. 

Whereas  by  an  indenture  dated  the   day  of    

and  made  between  tjie  vendor  of  the  one  part  and  the  company  of  the 
other  part  in  consideration  of  10,000  fully  paid  shares  in  the  com- 
pany  of      $ each  allotted  by  the   company  according  to  the 

direction   of  the  vendor  and  $ cash  paid  by  the  company  to 

the  vendor  and  for  the  other  considerations  therein  mentioned  the  vendor 

conveyed  to  the  company  (inter  alia)  his  business  of carried  on 

•at ,  in  the  county  of ,  and  the  goodwill  thereof  and  also  the 

leasehold  premises  situate  at aforesaid  wherein  the  said  busi- 
ness  was    carried    on    and    which    premises    were    held   by    the    vendor    for 

years,  being  the  'residue  of  a  term  of   years  from 

the day  of    at  a  rental  of  $ per 

annum. 

And  whereas  the  said  shares  were  numbered  1  to  10,000  inclusive  and  are 
still  held  by  the  vendor. 

And  whereas  the  company  asserts  that  the  purchase  price  so  paid  by  the 
company  was  excessive  and  that  the  company  is  entitled  to  set  aside  the 
said  conveyance  or  by  way  of  alternative  to  claim  from  the  vendor  damages 
or  compensation  for  having  paid  to  him  such  alleged  excessive  price  but 
the  vendor  denies  these  allegations. 

And  whereas  it  has  been  agreed  between  the  vendor  and  the  company 
that  the  said  dispute  shall  be  compromised  on  the  terms  hereinafter  men- 
tioned. 

Now  this  indenture  witnesseth  as  follows: 

1.  The  vendor  shall  immediately  upon  the  execution  hereof  transfer  to 
the  secretary  on  behalf  of  the  company  5,000  of  the  said  10,000  shares 
numbered  1  to  5,000  inclusive  to  the  intent  that  the  vendor  shall  relinquish 
and  give  up  to  the  company  all  claim,  right  or  title  in  respect  of  the  said 
5,000  shares. 

2.  The  secretary  shall  hold  the  said  5,000  shares  on  behalf  of  the  com- 
pany and  shall  deal  with  the  same  as  the  company  shall  direct. 

3.  The  company  shall  make  no  further  claim  against  the  vendor  in  re- 
spect of  the  alleged  excessive  price  and  subject  to  the  modification  aforesaid 
the  said  sale  and  conveyance  to  the  company  is  hereby  confirmed. 

In  witness,  etc. 

(Signature  and  seal  of  company  and  signatures  and  seals  of  other 
parties.) 

See  generallv  as  to  "watered  stock,"  Cook  on  Corporations.  §§  18-24,  43- 
50;   Clark  &  M..  Corp..   §§389-401. 

See  Chapters  XV  and  XVI,  ante. 


1142     CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1578. 

OFFER  AND  AGREEMENT  TO  DONATE  STOCK  TO  A 
CORPORATION. 

,   ,  19.... 

To  tlie  Board  of  Directors  of  The Company,  a 

corporation: 

Geutlemeu:      I,  the  uudersigned,  being  the   owner  of  a  large  amount 

of  stock   of   The    Company,   and    desiring   to   secure    the 

necessary  funds  with  which  to  carry  on  the  business  of  said  Company 
and   to   provide   a  working  capital   therefor,   do   hereby   offer   to   assign, 

transfer  and  set  over  unto  said  Company ( )  shares 

of  the  capital  stock  of  the   Company,  of  the  par   value  of    

Dollars    ($ )    per  share,  to  be  held  by  said  Company  in  trust,  and 

to  be  disposed  of  under  the  direction  of  its  Board  of  Directors,  for  the 
benefit  of  its  stockholders,  with  a  view  to  securing  adequate  and  suffi- 
cient capital  to  carry  out  the  purposes  for  which  said  Company  was 
formed. 

Please  advise  me  whether  or  not  the  Company  will  accept  such  offer 
so  made  to  it  through  you  as  its  Board  of  Directors,  and  in  such  event, 
will  execute  a  form  of  agreement,  a  copy  of  which  is  hereto  attached 
and  marked  Exhibit  "A."  Upon  notification  by  you  of  the  acceptance 
of  such  offer,  I  will  forthwith  execute  such  agreement. 
Yours  very  truly. 


EXHIBIT    "a." 

This  agreement,  made  this   day  of ,  19.  .  .  .    by 

and  between   ,  of  the  City  of   ' ,  County 

of    and   State   of    ,  party   of   the   first   part, 

and  The   Company,  a  corporation  organized  and  existing 

under  the  laws  of  the  State  of   ,  party  of  the  second  part, 

witnesseth: 

1.  That    for    value    received    the    said    party    of    the    first    part    does 

hereby   transfer   to   the   said  party   of   the   second   part,    

( )   shares  of  the  capital   stock   of  said  party  of  the  second  part, 

to  be  held  by  it  and  to  be  disposed  of  by  it  for  the  purpose  of  carrying 
on  and  increasing  the  business  of  the  Company  and  enhancing  the  value 
of   its  property. 

2.  That  the  said  party  of  the  second  part  h-^reby  accepts  said  assign- 
ment  and  transfer   of   said    ( )    shares   and   hereby 

agrees  that  it  will  use  and  dispose  of  said  shares  for  the  uses  and  pur- 
poses aforesaid  at  such  prices  and  on  such  terms  and  conditions  as  may 
be  prescribed  by  its  Board  of  Directors. 

In    Witness   Whereof   the    said   party   of   the    first   part    has    hereunto 
set  his  hand  and  seal,  and  said  party  of  the  second  part  has  caused  this 


STOCKHOLDERS'  AGREEMENTS.  1143 

iiistninu'iit   to   be   signcil  and   sealed   by   its   proper   officers   aud   attested 
under  its  corporate  seal,  the  day  and  year  first  above  writteu. 

[Seal] 

Tarty  of  the  First  Part. 
The  Company, 

i^y  

Its  President. 
Party  of  the  Second  Part. 
[Seal] 
Attest: 


See  generally  as  to  treasury  stock,  Cook  on  Corporations,   §§42,  40,  76. 

Form  1579. 

STOCKHOLDERS'     ARBITRATION      AGREEMENT     AND 
AWARD  THEREON. 

MEMORANDUM  OF  AGREEMENT. 

Whereas  disputes  have  arisen  between  William  B.  Duvall,  Joseph  F.  Sulz- 
ner,  J.  C.  Tebbetts,  I.  L.  Courrier,  M.  D.  Judah,  and  E.  P.  Cole,  stock- 
holders in  the  Gold  Bullion  Mining  &  Development  Company,  as  to  the 
ownership  of  shares  of  stock  in  said  Gold  Bullion  Mining  &  Develop- 
ment Company,  and  whereas'  suit  has  been  instituted  in  the  court  of 
common  pleas  No.  .3  of  Allegheny  county.  Pa.,  by  E.  P.  Cole,  Joseph  F. 
Sulzner,  William  B.  Duvall,  and  the  Gold  Bullion  Mining  &  Develop- 
ment Company  respecting  a  portion  of  the  stock  of  said  company,  and 
a  suit  has  been  instituted  in  the  United  States  Circuit  court  by  William  B. 
Duvall  against  Joseph  Sulzner  representing  a  portion  of  the  stock  of 
said  company,  and  averring  that  certain  other  parties  claim  an  interest  in 
said  stock. 

And  whereas,  at  the  annual  meeting  of  the  stockholders  held  at 
the  office  of  said  company  in  the  city  of  Pittsburg,  Pa.,  on  the  9th  ^day 
af  January,  1906,  it  having  been  proposed  and  agreed  by  and  betw.een 
all  of  the  parties  to  said  disputes  that  the  same  be  submitted  to  a 
committee  of  five  as  th'erein  provided,  to  be  selected  to  arbitrate  aud 
settle  all  matters  in  dispute  concerning  the  same,  a  resolution  to  that 
cfifect  was  unanimously  adopted. 

Now,  therefore,  in  pursuance  of  the  verbal  agreements  and  the  said 
resolution  above  mentioned  and  in  confirmation  of  the  same,  we  do 
hereby  agree  to,  and  do  submit  all  our  rights  and  claims  in,  to,  and 
concerning  the  stock  of  the  Gold  Bullion  Mining  &  Development  Com- 
pany, and  all  disputes  concerning  the  same,  and  do  hereby  select  and 
appoint,  Thomas  Maxwell,  H.  D.  Gamble,  Harvey  A.  Miller,  G.  11.  Moore, 
and  James  G.  Marks  as  a  committee  to  arbitrate  and  adjust  all  said 
differences,  disputes,  and  claims. 

This   agreement   further  witnesseth: 

First.  That  the  said  parties  hereto  agree  to  submit  their  rights  in 
and  to  the  said  stock  to  the  Committee  of  arbitrators  above  named, 
and  shall  present  to  the  said  committee  such  evidence  of  their  rights 
as   may   be   relevant   and  proper. 

Second.     That    the    said    arbitrators    or    a    majority    of    them,    acting 


1144    CORPORATION  FORMS  AND  PRECEDENTS. 

as  such  committee  or  board,  shall  have  the  riji^lit  ami  authority  to  hear 
and  determine  all  matters  in  dispute  between  the  parties  hereto  in  and 
concerning  the  said  stock,  and  shall  set  forth  what  portion,  if  any, 
of  the  said  shares  of  stock  is  to  be  awarded  to  the  various  parties  claim- 
ing a  right  or  interest  therein. 

Third.  That  the  award  of  the  said  arbitrators  shall  be  made  in 
writing,  and  signed  by  the  said  arbitrators,  or  a  majority  of  them,  and 
a  copy  thereof  delivered  to  each  of  the  parties  hereto,  or  mailed  to  their 
respective  postoffice  addresses;  and  such  award,  when  so  made,  shall  be 
binding  and  conclusive  upon  the  parties  hereto  without  any  right  of 
action  at  law,  or  in  equity,  concerning  the  subject  of  this  arbitration. 

Fourth.  That  the  said  William  B.  Duvall  and  the  said  E.  P.  Cole,  in 
consideration  of  this  agreement  and  by  submitting  their  claims  con- 
cerning the  said  stock  to  the  said  arbitrators,  hereby  settle  and  dis- 
continue the  said  suits  in  the  United  States  Circuit  Court  for  the  West- 
ern District  of  Pennsylvania,  at  No.  19  May  term,  1906,  and  the  said 
suit   in   the  court  of  common  pleas   No.   3   of  Allegheny  county,  Pa.,  at 

No November  term,   1905,  and  agree   to  pay   all   costs   therein 

accrued. 

Witness  our   hands  and  seals  this   10th   day   of  January,   A.   D.   1906. 

W.    B.    Duvall.  [Seal] 

Jos.  F.  Sulzner.  [Seal] 
J.  C.  Tebbetts.  [Seal] 
E.    P.    Cole.  [Seal] 

I.    L.    Courrier.  [Seal] 

M.  D.  Judah.  [Seal] 

By  I.  L.   C. 
By    virtue    of    assignment. 
Witnesses: 


award. 

We,  the  undersigned,  being  the  arbitrators  agreed  upon  by  William 
B.  Duvall  and  Joseph  F.  Sulzner  and  others,  by  agreement  dated  Jan- 
uary 10,  1906,  to  hear  and  determine  the  claims  of  the  said  parties  in 
and  to  the  ownership  of  103,333  shares  of  the  stock  of  the  Gold  Bullion 
Mining  &  Development  Company,  and  to  make  an  award  concerning  the 
same,  and  to  set  forth  what  parties  are  entitled  to  the  said  stock,  or 
portions  thereof,  as  set  forth  in  said  agreement,  hereby  certify  that  we 
have  heard  the  claims  of  the  said  parties  and  such  evidence  as  they 
desired  to  offer,  and,  upon  due  consideration  thereof,  hereby  make  our 
award  pursuant  to  the  said  agreement  and  adjudge  and  determine  that 
the  parties  hereinafter  named  are  entitled  to  the  said  stock  in  the  por- 
tions set  opposite  their  respective  names;  that  is  to  say: 
To  H.  G.  Loupold,  5,000  .shares $5,000 

Thomas  Maxwell,  etc.,  etc.  , 

In    witness    whereof    we    have   hereunto    set    our    hands    and    seals,    this 
26th  day  of  January,  1906. 

Thomas   Maxwell.      [Seal] 
G.   H.  Moore.  [Seal] 

Harvey  A.  Miller.     [Seal] 


STOCKHOLDERS'  AGREEMENTS.  1145 

See  Duvall  v.  Sulzner,  155  Fed.  914,  where  the  above  instrument,  which 
has  been  changed  slightly  by  the  author  to  correct  errors  in  verbiage  therein, 
was  considered,  and  was  the  basis  of  an  arbitration  and  award,  which  waa 
upheld. 

See  as  to  the  duty  of  the  corporation  when  the  ownership  of  stock  is  dis- 
puted, Cook  on  CoiT)oration8,  §387;  Clark  &  M.,  Corp.,  §§599-607. 

Form  1580. 

STOCKHOLDERS'  AGREEMENT  TO  JOIN  IN  LITIGATION 
BASED  ON  DECEIT  IN  SALE  OF  STOCK. 

An  agreement  made  this day  of ,  in  the  year 

One  thousand  nine  hundred  and   ,  between  all  present  and  former 

owners   of  shares   of  stock   of   the   American    Company,   who 

shall  become  parties  thereto,  in  the  manner  hereinafter  provided  (here- 
inafter referred  to  as  "the  Claimants"),  parties  of  the  first  part,  and 

,   together   constituting   a    Committee    of   such   stockholders 

(hereinafter  called  "The  Committee"),  parties  of  the  second  part. 

Whereas,  the  members  of  the  Committee  as  individuals  and  various 
other  persons  who  now  own  or  heretofore  owned  stock  of  the  American 

Company,  a   corporation   organized  under  the  laws  of  the 

State  of  Delaware  (hereinafter  referred  to  as  the  Company)  have 
begun  and  have  now  pending  suits  against  certain  former  directors  of 
the  Company  and  arc  contemplating  further  suits  to  recover  damages 
for  deceit  alleged  to  have  been  practiced  upon  them,  by  which  they 
were  induced  to  purchase  ahd  hold  stock  of  the  Company  at  prices 
largely  in  excess  of  the  true  value  thereof;  and 

"Whereas,  the  issues  involved  in  all  such  suits  will  be  substantially 
the  same  in  so  far  as  concerns  proof  of  the  alleged  frauds;  and 

Whereas,  the  expenses  of  conducting  separate  litigations  through 
different ,  counsel,  accountants  and  experts  is  and  will  be  considerable, 
and  much  of  the  duplication  of  such  expense  can  be  avoided  and  the 
proofs  collected  by  the  various  claimants  can  be  concentrated  and 
thereby  the  claimants  may  greatly  aid  one  another  by  co-operation 
through  the  prosecution,  control  and  management  of  all  such  claims  by 
the   Committee. 

Now,  Therefore,  in  consideration  of  the  foregoing  recitals  and  for 
other   good    and    valuable    considerations, 

It  is  agreed  between  the  parties  hereto  and  by  and  between  the 
Claimants  with  each  other  and  with  the  Committee  and  the  individual 
members  thereof  as  follows: 

First.  The  Committee  and  their  successors  and  the  sur\avors  and  last 
survivor  of  them  are  hereby  appointed  by  the  Claimants,  and  hereby 
agree  to  act  as  a  Committee  in  their  discretion  and  without  personal 
liability  on  their  part,  either  individually  or  as  a  Committee,  to  man- 
age, control,  prosecute,  enforce,  settle,  adjust,  compromise  and  release  in 
conjunction  with  their  own  claims,  the  rights,  claims  and  demands  of 
the  Claimants  who  may  execute  this  agreement,  against  the  Company, 
and  its  present  and  former  directors  based  upon  such  causes  of  action 
arising  out  of  the  purchase,  holding  and  sale  by  the  Claimants  of  stock 
of  the  Company,  as  the  Committee  shall  be  advised  by  counsel  to  be  just 
and  enforceable. 


1146    CORPORATION  FORMS  AND  PRECEDENTS. 

Secoud.  The  Claimants  hereby  severally  assign,  transfer  and  set  over 
unto  the-  Committee,  its  successors,  and  the  survivors  and  last  sur- 
vivor of  them,  all  and  evdry  kind  and  manner  of  claim,  demand,  cause 
of  action  and  liability  owned  or  held  by  them,  or  any  of  them,  or  in 
which  they  may  be  or  become  in  any  way  interested  or  concerned 
against  the  Company  and  its  former  and  present  officers  and  directors, 
and  any  and  all  of  them  jointly  and  severally,  whether  arising  upon 
contract  or  in  tort,  including  all  claims  for  damages  for  fraud,  mis- 
representations, express  or  implied,  or  other  misconduct  or  breach  or 
neglect  of  duty  by  or  in  consequence  of  which  the  Claimants  may  have 
been  induced  to  purchase  or  retain  stock  of  the  Company  in  reliance 
on  a  fictitious  or  misleading  state  of  facts  with  respect  to  the  business, 
profits  or  affairs  of  the  Company. 

Third.  If  the  Committee  shall  under  the  advice  of  counsel  continue 
the  prosecution  of  pending  suits  or  begin  others,  the  same  may  be  con- 
tinued or  begun  as  the  case  may  be  at  the  option  of  the  Committee 
either  in  the  names  of  the  Claimants  interested  in  said  suits  or  in  the 
names  of  the  Committee,  or  of  any  one  of  their  number,  to  whom  they 
may  see  fit  to  assign  their  claims,  or  of  any  one  or  more  of  them  for 
that  purpose,  in  the  exercise  of  the  unlimited  power  and  discretion 
hereby  vested  in  the  Committee. 

Fourth.  Any  claimant  who  now  retains  the  ownership,  custody  or  posses- 
sion of  the  stock,  the  purchase  or  holding  of  which  constitutes  the 
basis  of  his  claim  or  of  any  part  thereof,  or  of  any  interest  therein, 
whether  or  not  the  said  claim  be  the  subject  of  pending  suit,  shall,  at 
the  time  of  the  execution  and  delivery  hereof  deposit  his  certificates 
of  stock  with  the  Committee,  endorsed  to  it,  or  with  such  depositary  as 
the  Committee  may  designate,  subject  to  the  order  and  control  of  the 
Committee  for  all  the  purposes  of  this  Agreement. 

The  Committee  will  issue  and  deliver  negotiable  receipts  for  the 
stock  so  deposited  subject  to  the  trusts  thereof. 

Fifth.  The  Committee  is  hereby  expressly  authorized  to  take  ami 
prosecute  such  actions  and  begin  and  continue  such  legal  proceedings 
based  on  such  claims  and  to  compromise  and  otherwise  deal  with  and 
dispose  of  the  same  as  their  judgment  shall  dictate,  and  to  execute  and 
deliver  all  such  assurances,  agreements  and  releases  with  respect  thereto, 
as  to  them  shall  seem  proper. 

Upon  any  settlement  or  adjustment  the  Committee  may  sell  and  dis- 
pose of  all  or  any  part  of  the  stock  deposited  hereunder. 

Having  regard  to  the  fact  that  each  of  the  claims  or  holdings  of  stock 
may  be  affected  by  equities  differing  from  any  of  the  others  dependent 
upon  the  time  and  price  at  which,  and  the  conditions  under  which,  it  was 
purchased,  sold  or  held,  the  acts  of  the  officers  and  directors  during  that 
time,  their  financial  responsibility  and  a  variety  of  other  considerations 
which  it  is  impossible  to  anticipate,  it  is  agreed  by  the  Claimants  that 
they  will  entrust  to  the  Committee,  without  reservation,  or  restriction,  and 
free  from  accountability,  full  j)0wer  and  discretion  as  to  the  terms  and 
conditions  of  the  disposition  that  nuiy  be  made  of  their  respective  claims, 
and  will  be  conclusively  bound  by  the  action  of  the  Committee  in  all  such 
respects. 

The  Committee  shall  be  under  no  duty,  and  it  is  not  expected  to  effect  a 


STOCKHOLDERS'  AGREEMENTS.  1147 

settlement  or  recovery  of  saiJ  claims  niioii  any  general  or  uniform  liasis  or 
principle  owing  to  the  differences  in  circuinstances  umier  which  the  same 
arose,  nor  is  the  Committee  restricted  against  enforcing  or  settling  one 
or  more  of  said  claims  and  abandoning  the  others  in  its  discretion,  or  under 
the  advice  of  its  counsel. 

Sixth.  No  duty  is  imposed  upon  the  Committee  hereunder  to  continue 
the  prosecution  of  any  pending  suit  or  to  institute  any  other  or  further 
action.  It  may,  if  it  see  fit,  prosecute  one  or  more  actions  to  test  the 
validity  of  the  claims,  and  may  either  suspend  or  delay  the  beginning  or 
prosecution  of  other  actions,  pending  the  final  determination  of  such  test 
suits,  or  may  stipulate  that  the  validity  or  amount  of  claims  shall  abide 
the  event  of  one  another,  or  may  abandon  the  same,  or  otherwise  deal  with 
the  subject  matter  as  the  Committee  shall  see  fit  in  the  exercise  of  the 
unrestricted  discretion  hereby  vested  in  the  Committee. 

Seventh.  The  Claimants  shall  have  no  right  or  authority  to  sell,  assign, 
transfer,  pledge,  hypothecate  or  otherwise  dispose  of  or  encumber  any  of 
the  claims  or  shares  of  stock  hereby  assigned  to  the  Committee,  or  to 
make,  arrange,  authorize  or  negotiate  any  settlement  or  adjustment  with 
respect  thereto,  or  to  direct  or  request  any  such  action  or  any  action 
whatever,  by  the  Committee,  and  they  hereby  agree  with  the  Committee 
as  one  of  the  inducements  to  it  to  assume  the  duties  hereof,  that  they  will 
not  do  or  attempt  to  do  any  such  acts,  but  will  on  the  contrary  do  only 
such  things  and  execute  only  such  instruments  as  shall  from  time  to  time 
be  requested  by  the  Committee. 

Eighth.  The  Committee  may  in  the  names,  and  for  the  account  of, 
the  Claimants,  employ  such  attorneys,  counsel,  accountants,  agents,  apprais- 
ers, experts  and  other  persons  and  may  incur  such  expenses  and  make  such 
agreements  as  to  compensation  and  otherwise  as  in  their  judgment  shall 
be  proper. 

All  contracts  and  agreements  so  made,  and  all  expenses  so  incurred, 
shall  be  apportioned  among  the  Claimants  by  the  Committee  as  nearly  as 
may  be  in  the  proportion  of  their  respective  interests  and  of  the  benefits 
received  by  them,  to  be  determined  by  the  Committee.  All  such  burdens 
shall  constitute  a  prior  lien  or  charge  against  the  claimants  and  the  stock 
and  claims  deposited  and  assigned  by  them  and  against  any  of  the  pro- 
ceeds thereof. 

Ninth.  The  Claimants  shall  deposit  with  the  Committee  from  time  to 
time  sworn  statements  of  their  claims  supported  by  such  further  proofs 
as  they  may  be  able  to  obtain  and  by  their  checks  and  other  vouchers. 
They  will  lend  the  Committee  every  possible  assistance  in  gathering  the 
evidence  on  which  to  sustain  said  claims,  and  will  place  their  witnesses, 
books  of  account  and  other  evidences  at  the  disposal  of  the  Committee. 

Neither  the  Committee,  nor  any  member  thereof,  assumes,  either  indi- 
vidually or  as  a  Committee,  any  responsibility  or  liability  with  respect  to 
any  matter  or  thing  which  is  the  subject  of  this  agreement. 

The  Committee  assumes  and  enters  upon  the  performance  of  the  duties 
hereof  upon  the  express  agreement  that  they  shall  at  all  times  be  kept 
fully  indemnified  by  the  Claimants  from  and  against  each  and  every  manner 
of  demand,  cause  of  action  and  liability  on  account  of  every  matter  and 
thing,  except  that  each  of  the  members  of  the  Committee  shall  be  personally 
liable  but  not  one  for  the  other,  for  his  own  personal  fraud. 


1148    CORPORATION  FORMS  AND  PRECEDENTS. 

The  members  of  tbe  Committee,  or  any  of  tbem,  may  resign  the  duties 
hereby  assumed  on  written  notice  to  his  associates. 

In  the  event  of  the  death,  resignation,  or  other  disqualification  of  any 
of  the  members,  his  successor  may  be  selected  by  a  majority  of  the  remain- 
ing members  from  among  the  Claimants.  The  Committee  may,  from 
time  to  time,  add  to  its  number  by  electing  an  additional  member  or  addi- 
tional members,  and  the  member  or  members  so  selected  shall  have  all 
the  powers  of  a  member  of  the  Committee,  and  shall,  together  with  those 
herein  named  or  their  successor  or  successors,  constitute  the  Committee 
under  this  agreement,  with  like  powers  and  effect  as  if  they  were  specifically 
named   hereip. 

Tenth.  The  term  "Committee"  as  used  in  this  agreement  shall  be 
deemed  to  apply  to  the  successors  of  the  parties  hereto. 

No  member  of  the  Committee  shall  be  deemed  in  anyTvise  restricted  by 
his  trust  relation  in  the  enforcement  of  his  individual  rights  and  claims 
as  one  of  the  Claimants.  Nor  shall  the  fact  of  his  recovery  by  suit,  settle- 
ment or  otherwise  of  any  part  of  his  claim  for  his  individual  benefit  involve 
any  accountability  on  his  part  to  the  Claimants. 

None  of  said  Claimants  shall  be  entitled  to  share  in  the  recovery  that 
may  be  had  by  any  other  Claimant  or  in  the  result  of  any  action  to  which 
he  was  not  a  party. 

Eleventh.  Every  claimant  who  shall  deposit  his  stock  with,  or  transfer 
his  claim  to-  the  Committee,  or  who  shall  participate  in  the  benefits  of  this 
Agreement  shall  for  all  purposes  be  deemed  a  party  hereto,  as  though 
he  had  executed  the  same. 

This  agreement  may  be  executed  by  the  Claimants  separately  in  different 
parts  or  duplicates  and  the  parts  or  duplicates  so  executed  shall  be  taken 
as  one  Agreement. 

Twelfth.  This  Agreement  shall  be  binding  upon  the  heirs,  executors  and 
legal  representatives  of  the  Claimants  and  upon  the  Committee  and  its 
successors   as  a   Committee. 

The  undersigned  represent  to  the  Committee  and  to  each  other,  that  upon 
the  faith  of  the  above  mentioned  dividends  and  statements,  they  acquired 
stock  in  said  Company  in  the  amounts  and  at  the  times  set  opposite  to 
their  names  respectively. 

In  consideration  of  the  agreements  herein  set  forth  on  the  part  of  the 
said  Committee,  the  Claimants  for  themselves  their  executors,  administra- 
tors and  assigns  hereby  agree,  that  the  authority  hereby  conferred  by  them 
upon  the  said  Committee  shall  not  terminate  nor  be  terminable  except  at 
the  option  of  said  Committee,  pending  any  litigation  instituted  by  or  on 
behalf  of  the  Committee,  or  carried  on  under  its  discretion. 

The  Committee  may  act  by  a  majority  of  its  members  either  at  a  regular 
or  special  meeting  convened  on  notice  or  by  writing  signed  by  such  major- 
ity, without  a  meeting. 

In  Witness  Whereof,  the  parties  hereto  have  hereunto  subscribed  this 
instrument  the  day  and  year  first  above  written. 


(Signed)      

Chairman. 

Committee. 


..1 


Name. 


STOCKHOLDERS'  AGREEMENTS.  1149 

No.  of  Certif.  Date  of 

Address.  Shares.  No.  Purchase. 


See  generally  as  to  suits  by  stockholders,  Cook  on  Corporations,   §734; 
Clark  &  M.,  Corp.,  §§  5:H-556. 

See  for   agreemeut  to   share   ejcpenses  of  patent  suit,   1  orin   Zl.il,  post. 


CHAPTER  XXV. 
NEGOTIABLE  INSTRUMENTS. 

Form  1581. 
SIMPLE  PROMISSORY  NOTE. 

$ New  York,  Jan.   22,  1912. 

Thirty  days  after  date  (or,  on  the day  of ,  191.  .. .,  or,  on 

demand)    The    Company  promises   to   pay   to   the   order 

of     the    sum    of    dollars,    with 

interest  at  the  rate  of   per  cent,  per  annum  from  date  until  paid, 

for  value  received. 

Payable  at  the Bank        The Company, 

of, By     


(Title  of  officer.) 

Form  1582. 
NOTE  PAYABLE  TO  CORPORATION. 

$   Philadelphia,  Pa.,  Jan ,  19.  .  . . 

For  value  received   after  date  I  promise  to  pay  to 

the  order  of  The Company  the  sum  of 

dollars  with  interest  from  date  until  paid  at  the  rate  of   per  cent 

per  annum.     Payable  at  the Bank  of 


Form  1583. 
DRAFT  BY  CORPORATION. 

$   Chicago,  111.,  Jan.  22,  1912. 

At   sight    (or    days    after    date)"  pay   to   the    order   of   The 

Company   the   sum   of    dollars,    and 

charge  to  the  account  of, 

The    ., Company, 

By  

President. 
To   , 


1150 


NEGOTIABLE  INSTRUMENTS. 


1151 


Form  1584. 
ENDORSEMENT  OF  NOTE  OR  DRAFT  BY  CORPORATION. 


in  .a 


2  W 


Form  1585. 
ENDORSEMENT  OF  NOTE  BY  CORPORATION. 


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1152    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1586. 
ENDORSEMENT  OF  NOTE  WITHOUT  RECOURSE. 


a. 

B 
o 
O 


o  W 


Ti     o 


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See  as  to  endorsement  without  recourse,  Thompson  v.  First  Nat.  Bank, 
102  Ga.  696;  Hatch  v.  Barrett,  34  Kan.  223;  Seeley  v.  Reed,  28  Fed.  164; 
First  Nat.  Bank  v.  Security  Nat.  Bank,  34  Neb.  71,  15  L.  R.  A.  386,  33 
Am.  St.  Rep.  618;  N.  Y.,  etc..  Trust  Co.  v.  Lombard  Ins.  Co.,  65  Fed.  271. 

See  as  to  endorsement  without  recourse,  Daniel  on  Negotiable  Instru- 
ments, §§  670,  705,  727. 

Form  1587. 

ENDORSEMENT  WITHOUT  RECOURSE 
(ANOTHER  FORM). 


o 


2  « 


M 


^ 


See  note  to  preceding  form. 


NEGOTIABLE  INSTRUMENTS. 


1153 


Form  1588. 
ENDORSEMENT  FOR  COLLECTION. 


s  o 


Oh 


Form  1589. 
ENDORSEMENT  WAIVING  PROTEST. 


2  W 


^ 


.4 

en  • 


1154     CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1590. 
RESTRICTIVE  ENDORSEMENT. 


Form  1591. 
PROMISSORY  NOTE  AND  ENDORSEMENTS. 

$6,000.00  New  Orleans,  La.,  Feb'ry  5th,  1907. 

Twelve  months  after  date  we  promise  to  pay  to  the  order  of  ourselves 
six  thousand  00/000  dollars,  for  value  received,  with  interest  at  the  rate 
of  six  per  cent,  per  annum  from  date  until  paid. 

Sancho  Packing  Company, 
[Indorsed  on  back:]  Jno.  A.   Wogan,  Secty. 

Sancho  Packing  Co., 

Jno.  A.  Wogan,  Secty. 
Jules  M.   AVogan. 
Jno.  A.  Wogan. 
Z.   W.   Tinker. 
T.  L.  Macon,  Jr. 
Pay  Comc'l  N.  Bk.,  N.  O.,  or  order  for  collection. 
The  Nat'l  Bank  of  Commerce,  in  St.  Louis.     J.  A.  Lewis,  Cashier. 
The  above  note  was  involved  in  National  Bank  of  Commerce  v.  Sancho 
Packing  Co.,   186  Fed.  257.     The  by-laws  of  the  corporation  required  that 
notes   be   signed   by  the  treasurer.      The  secretary   who   was   also   treasurer 
signed  the  notes,  but  added  the  word  ' '  secretary  ' '  instead  of  ' '  treasurer, ' ' 
after  his  name.     It  was  held  that  this  was  immaterial. 


Form  1592. 
NON-NEGOTIABLE  NOTE. 

$3,166.00  New  York,  January   15th,   1906. 

Six  months  after  date  we  promise  to  pay  to  the  order  of  Regenerated 


NEGOTIABLE  INSTRUMENTS.  1155 

Cold  Air  Co.,  thirty-one  hiiinircd  and  sixty-six  00/100  dollars  at  487  Broad- 
way, N.  Y.  City,  with  interest  at  6%  per  annum. 

Value  received,  subject  to  terms  of  contract  between  maker  and  payee  on 
Oct.  25th,  1905. 

No Due  July   15th,    'OG.  Klots  Throwing  Co., 

H.  D.  Klots,  Prest. 

The  above  note  was  held  to  nonncgotialjle  in  Klots  Throwing  Co.  v.  Manu- 
facturers' Com.  Co.,  179  Fed.  813,  on  account  of  the  reference  to  the  con- 
tract. See  McClelland  v.  Norfolk,  etc.,  R.  R.  Co.,  110  N.  Y.  469,  1  L.  R. 
A.  299;  Jewett  v.  Lyon,  3  Greene  (Iowa)  577;  Cushing  v.  Field,  70  Me. 
50,  35  Am.  Rep.  293;  American  Ex.  Bank  v.  Blanchard,  7  Allen  (Mass.) 
333;  McComas  v.  Haas,  107  Ind.  512. 

See  Form  1310,  nupra. 

Form  1593. 
COLLATERAL  NOTE   BY   CORPORATION   TO   BANK. 

$20,000.00  Philadelphia,  June   1st,   1904. 

On  September  1st,  1904,  for  Value  Received,  we  promise  to  pay  to  the 
order  of  The  Fourth  Street  National  Bank,  Philada.  Twenty  Thousand 
Dollars,  having  deposited  as  collateral  security  for  payment  of  this  or 
any  other  liability  or  liabilities  to  said  holder  hereof,  due  or  to  become 
due,  or  that  may  be  hereafter  contracted,  the  following  property,  viz: 
$19,000.00  The  Diamond  State  Steel  Co.  1st  mtge.  i%  bonds 
$6,720.00  L.  &  N.  E.  R.  R.  Co.  5%  constd.  mtge.  bonds 
with  the  right  on  the  part  of  the  holder  hereof,  to  repledge  the  securities 
above  mentioned,  or  to  substitute  or  exchange  for  the  same  other  certificates 
of  like  tenor  and  amount,  and  also  from  time  to  time  to  demand  addi- 
tional collateral  security,  and  upon  failure  to  comply  with  any  such  demand, 
this  obligation  shall  forthwith  become  due,  with  full  power  and  authority, 
to  the  holder  hereof,  or  assigns,  in  case  of  such  default,  or  of  the  non- 
payment of  any  of  the  liabilities  above  mentioned  at  maturity,  to  sell, 
assign  and  deliver  the  whole,  or  any  part  of  such  securities,  or  any  substi- 
tutes therefor  or  additions  thereto,  at  any  broker's  board,  or  at  public  or 
private  sale,  at  their  option,  at  any  time  or  times  thereafter,  without  adver- 
tisement or  notice  to  the  undersigned,  and  with  the  right  on  the  j)art  of 
the  holder  hereof,  to  become  purchaser  thereof  at  such  sale  or  sales,  freed 
and  discharged  of  any  equity  of  redemption.  And  after  deducting  all 
legal  or  other  costs  and  expenses  for  collection,  sale  and  delivery,  to 
apply  the  residue  of  the  proceeds  of  such  sale  or  sales  so  made,  to  pay 
any,  either  or  all  of  said  liabilities,  as  said  holder  hereof  shall  deem  proper, 
returning  the  overplus  to  the  undersigned;  and  the  undersigned  will  still 
remain  liable  for  any  amount  so  unpaid.  It  being  further  understood  and 
agreed  that  The  Fourth  Street  National  Bank  of  Philadelphia  shall  have 
a  like  lien  upon  any  and  all  funds,  stocks,  bonds,  notes,  and  other  property 
at  any  time  in  the  hands  of  the  said  Bank  belonging  to  the  maker,  or 
endorser  or  endorsers,  or  guarantor  or  guarantors  hereof,  as  security  for 
this  note  ami  for  any  and  all  liability  or  liabilities,  matured  or  unmatured, 
of  such  maker,  endorser  or  endorsers,  guarantor  or  guarantors  to  said  Bank, 


1156    CORPORATION  FORMS  AND  PRECEDENTS. 

which  lien  shall  be  enforceable  in  like  manner  and  shall  be  subject  to  all 
the  provisions  herein  above  and  before  mentioned  and  set  out. 
Payable  at  The  Fourth  Street  National  Bank. 

The  Diamond  State  Steel  Co., 

Frank    W.    Todd,    Assistant    Treasurer. 
The  Diamond  State  Steel  Co., 
H.  T.  Wallace,  President. 
Hitner  v.  Diamond  State  Steel  Co.,  176  F.  384. 

See  generally  as  to  the  power  of  a  corporation  to  borrow  money  on  notes 
and  pledge  its  bonds  as  security,  Cook  on  Corporations,  §§760-763;  Clark 
&  M.,  Corp.,  §§  180-183. 

For  other  forms  of  collateral  notes,  see  Forms  1321-1324,  svpra. 
For  form  of  collateral  note  secured  by  assignment  of  account  and  other 
forms  in  connection  therewith,  see  In  re  Pittsburg  Industrial  Iron  Works, 
179  Fed.  151,  modified  in  Guarantee,  etc.,  Co.  v.  First  Nat.  Bank,  185  Fed.  373. 

Form  1594. 

COLLATERAL  NOTE  BY  CORPORATION 
(ANOTHER  FORM). 

$75,000.  No 

New  York,  April  1,  1907. 

On  April  1,  1908;  fixed,  for  value  received,  the  Western  Maryland  Eail- 
road  Company  hereby  promises  to  pay,  to  its  own  order,  at  the  office  of 
the  Farmer's  Loan  and  Trust  Company  in  the  city  of  New  York,  seventy- 
five  thousand  dollars  with  interest,  payable  on  the  first  days  of  April, 
July,  October  and  January,  at  the  rate  of  six  per  cent,  per  annum  until 
paid,  having  deposited  herewith,  as  collateral  security  for  the  payment 
of  this  note,  $100,000  par  value  Western  Maryland  Eailroad  Company's 
first  mortgage  4%  bonds,  of  $1,000  each,  bearing  all  coupons  unmatured 

at  this  date,  numbered  from to both  inclusive,  and  does 

hereby  give  full  authority  to  the  holder  hereof  to  sell  the  whole  or  any 
I)art  thereof,  at  any  broker's  board,  or  at  public  or  private  sale,  at  the 
option  of  the  holder  hereof,  on  the  non-performance  of  this  promise,  or 
in  case  of  the  insolvency,  bankn^ptcy  or  failure  of  the  undersigned,  and 
without  notice  of  intention  to  sell,  or  of  the  time  or  place  of  sale  and 
without  demand  of  payment  of  this  note;  and  in  case  of  any  sale  or  other 
disposition  of  any  of  the  securities  aforesaid,  after  deducting  all  expenses 
of  collection  and  sale,  to  apply  the  residue  of  the  proceeds  to  pay  this  note. 
And  in  case  of  deficiency  the  undersigned  agrees  to  pay  to  the  holder  hereof 
the  amount  thereof  forthwith  after  such  sale  with  legal  interest. 

It  is  also  agreed  and  understood  that  upon  any  sale  of  any  of  said  collat- 
erals the  holder  hereof  may  become  the  purchaser  of  all  or  any  part 
thereof,  and  hold  the  same  thereafter  in  his,  or  its  own  right  absolutely 
free  from  any  claim  of  the  undersigned 

[Seal]  Western  Maryland  Railroad  Company, 

Attest:     L.  F.  Timmerman,  By  B.  F.  Bush, 

Secretary.  President. 

Endorsed  on  back  by  maker. 

See  Bush  v.  Adams,  165  Fed.  802,  where  the  right  of  the  pledgee  to 
purchase  was  considered. 

See  note  to  preceding  form. 


NEGOTIABLE  INSTRUMENTS.  1157 

Form  1595. 
COLLATERAL  NOTE  SECURED  BY  STOCK  AND  BONDS. 

$17,00U.UU.  Louisville,  K^'.,  August  19,   I'jni:. 

Four  months  after  date  we  promise  to  pay  to  the  Columbia  Finance  anil 
Trust  Company  of  the  city  of  Louisville,  or  order,  seventeen  thousand 
dollarg,  in  gold  coin  of  the  United  States  of  America,  of  the  present  stand- 
ard of  weight  and  fineness,'  without  defalcation,  for  value  received,  with 
interest  in  like  gold  coin  at  the  rate  of  fi  per  cent,  per  annum  from  date 
until  paid,  said  interest  payable  with  note.  This  note  is  negotiable  and 
payable  at  the  oAiee  of  the  Columbia  Finance  and  Trust  Company  in 
Louisville,  Ky. 

We  have  this  day  pledged  with  the  Columbia  Finance  and  Trust  Company 
the  following  securities: 

Note,  Central  Clay  Product  Co.  to  order  Perfect  Combustion  Co.,  dated 
June  10,  1902,  at  four  months  for  $22,500.00. 

$40,000.00  of  first  mortgage  bonds  of  the  Central  Clay  Product  Co.,  dated 
June  Kith,  1902,  and  due  June  16th,  1912. 

200  shares  of  preferred  and  240  shares  of  common  stock  of  the  Central 
Clay  Product  Company. 

This  pledge  is  made  to  secure  all  sums  of  money  for  which  the  under- 
signed may  be  now  or  may  hereafter  become  liable  to  the  said  trust  com- 
pany, either  as  principal,  surety,  guarantor,  or  indorser.  The  said  trust 
company  may  at  any  time  demand  further  collateral  satisfactory  to  it,  to 
be  deposited  for  the  securing  of  any  del>t  owing  to  it  by  the  undersigned,  and, 
if  so  demanded,  the  undersigned  promises  to  comply  with  said  demands. 
In  default  of  such  compliance,  any  or  all  debts,  without  regard  to  the  time 
of  maturity  specified  in  the  notes  evidencing  the  same,  shall  become  due 
and  payable  at  the  option  of  said  trust  company  or  the  holder.  In  default 
of  payment  of  this  or  any  other  obligation  of  the  undersigned  to  said  trust 
company,  or  of  any  interest  which  may  be  due  and  payable  according  to 
the  terms  of  any  obligation,  whether  such  maturity  occurs  by  expiration 
of  time,  or  by  reason  of  declaration  of  maturity  under  the  foregoing  pro- 
vision, or  nonpayment  by  the  undersigned  of  any  overdraft  of  his  account 
with  said  trust  company,  the  said  trust  company  may  sell  and  deliver  the 
whole,  or  any  part  of  all  collateral  whioh  may  have  been  delivered  to  it, 
or  left  in  its  possession  by  the  undersigned  as  collateral,  or  for  safe-keeping, 
or  otherwise,  at  any  board  of  trade,  or  at  public  or  private' sale,  at  the  option 
of  saiil  trust  company,  without  either  advertisement  or  notice  to  the  under- 
signed, which  are  hereby  expressly  waived.  If  said  collaterals  are  sold  at 
public  sale,  the  said  trust  company  may  purchase  the  whole  or  any  part 
thereof,  and  have  clear  title  thereto.  In  case  of  such  public  or  private  sale, 
the  said  trust  company  may  first  deduct  from  the  amount  realized  all  ex- 
penses of  sale  of  the  collaterals  or  property,  and  may  then  apply  the  residue 
to  any  one  or  more  of  the  said  liabilities,  whether  due  according  to  their 
terms  or  not,  as  either  of  its  officers  shall  deem  proper;  returning  the  sur- 
plus, if  any,  to  any  of  the  undersigned,  all  of  whom  shall  remain  liable  to 
the  company  for  any  deficit  remaining  after  such  sale. 

It  is  agreed  that  any  collateral  held  by  the  trust  company  may  be,  by 
mutual   consent   of  the   trust    company,   and   any   of   the   undersigned,  ex- 


1158     CORPORATION  FORMS  AND  PRECEDENTS. 

changed  for  other  collateral,  which  new  collateral  shall  be  held  by  the 
trust  company  subject  to  the  terms  hereinabove  set  forth. 

The  said  trust  company,  in  dealing  with  said  collateral,  is  to  be  under 
no  liability  or  obligation  whatever  to  any  person  bound  as  surety  or  in- 
dorser  with  the  principal  hereto,  and  may  at  its  option,  without  any  respon- 
sibility to  any  person  so  bound,  deliver  to  the  principal  hereof  any  or  all 
of  said  collaterals,  with  or  without  substitution  of  other  collateral. 

The   Perfect    Combustion   Co.    of   America, 
E.  C.  Brice,  Prest. 
Benj.   W.   Wilson,   Treas. 
See  Columbia  Finance  Co.  v.  Purcell,  146  Fed.  85,  where  the  liability  of 
an  anomalous  endorser  of  the  above  note  was  involved. 

See  Form  1329,  supra,  for  agreement  giving  rise  to  above  note. 

Form  1596. 
COLLATERAL  TRUST  NOTE  WITH  GUARANTY. 

state  of  

$500.00  No 

The   Company 

6% 
Collateral  Trust  Notes. 

Numbered to inclusive,  in  denominations  of  $500-$1000. 

Amounting  in  the  aggregate  to  $100,000. 

19 

Twenty-four  months   after   date,   the    Company  promises 

to  pay  to  its  own  order,  Five  Hundred  Dollars  ($.300),  with  interest,  at 
six  (6)  per  cent  from  date,  payable  every  six  months,  without  defalcation, 
for  value  received,  having  deposited  herewith  as  collateral  security  One 
Thousand  Dollars  (1,000)  of  the  First  Mortgage  five  per  cent.  Twenty- 
year  Gold  Bonds,  of  the Company. 

The Company  reserves  the  right  to  Redeem  this  Note  at 

any  Semi-annual  Interest  Day  by  the  payment  of  principal  thereof  and 
accrued  interest,  together  with  a  premium  of  three   (3)  per  cent. 

The   Company  authorizes  the  holder  of  this   Note,  upon 

the  non-performance  of  this  promise  at  maturity,  to  sell  either  at  any 
Broker's  Board  or  at  public  or  private  sale,  the  whole  or  any  part  of  said 
collaterals,  without  demanding  payment  of  this  Note  or  the  debt  due  thereon 
and  without  further  notice,  and  apply  proceeds  or  as  much  thereof  as  may 
be  necessary,  to  the  payment  of  this  Note  and  all  necessary  expenses  and 

charges,   holding   the    said    Company    responsible    for   any 

deficiency. 

Interest  and  Principal  Payable  at  the  Office  of  The   

Company,  of   

Company, 

By    ■ 

President. 


Treasurer. 
(Endorse  as  follows:) 


NEGOTIABLE  INSTRUMENTS.  1159 

INDOKSEMEXTS. 
For  value   received,   we,   the   undersigneil,   hereby   guarantee   the   prompt 
payment  of  the  principal  and  interest  of  the  within  Trust  Note. 


For  value  received hereby  Sell,  Assign  and  Transfer  unto 

Company, 


Treasurer. 


By  

See  note  to  Form  1593,  supra. 

Form  1597. 
SHORT  TERM  NOTE. 

UNITED  STATES   OF   AMERICA. 
State  of  Illinois. 

$1000.00  $1000.00 

Xci. .  Series.  . . 

The   Company. 

Five  Per  Cent  Gold  Note. 

The    Company,   a   corporation   of  said   State   of   Illinois, 

for  value  received,  hereby  promises  to  pay  to  the  bearer  hereof 

ONE  THOUSAND  DOLLARS 
in  Gold  Coin  of  the  United  States  of  America,  of  or  equal  to  the  present 
standard  of  weight  and  fineness,  on  the  first  day  of  July,   10....,  at  the 

Banking  House  of  the Trust  Company,  No ,  in 

the  City  of ,  and  to  pay  interest  thereon  from  the  first  day 

of  July,  19.  .  .  .,  at  the  rate  of  Five  Per  Cent  per  annum  in  like  gold  coin 
semiannually,  on  the  first  day  of  January  and  the  first  day  of  July  in 
each  year,  upon  presentation  and  surrender  of  the  annexed  interest  coupons 
as  they  shall  respectively  mature,  and  until  the  payment  of  said  principal 
sum.     Both   the  principal   and   interest   of   this   note   are   payable   without 

deduction  for  any  tax  or  taxes  or  other  charge  that  The    

Company  may  be  required  to  pay  thereon,  or  to  retain  therefrom  under 
any  present  or  future  law  or  ordinance  of  the  United  States,  or  of  any 
State,  County  or  Municipality  therein. 

This  note  is  one  of  an  authorized  issue  of  coupon  notes  aggregating  Two 
Million    Dollars   face   value   of   principal,    known    as   the   "Five   Per   Cent 

Gold  Notes ' '  of  The  Company,  divided  into  four  Series  of 

equal  amounts,  designated  respectively  as  "Series  A,"  "  Series  B," 
"Series  C,"  and  "Series  D";  those  of  Series  A  to  be  numbered  from  1  to 

500  inclusive  and  to  be  and  become  due  July  1st,  19 ;  those  of  Series  B 

to  be  numbered  from  501  to  1000  inclusive  and  to  be  and  become  due  July 

Ist,  19 ;  those  of  Series  C  to  be  numbered  from  1001  to  1500  inclusive 

and  to  be  and  become  due  July  1st,  19 ;  and  those  of  Series  D  to  be 

numbered  from  1501  to  2000  inclusive  and  to  be  and  become  due  July  Ist, 

19 ;  and  all  of  such  notes  are  to  be  for  $1000.00  each,  and  of  like  tenor 

and  effect,  except  for  the  differences  herein  shown. 

The    Company  covenants  that  so  long  as  this  note   is 

unpaid    it    will    not    mortgage    nor    permit    to    be    mortgaged,    directly    or 


1160    CORPORATION  FORMS  AND  PRECEDENTS. 

indirectly,  any  plant  or  real  estate  now  owned  by  it,  unless  it  shall  have 
deposited  with  said Trust  Company  to  be  applied  to  the  pay- 
ment of  this  note,  the  full  amount  due  and  to  become  due  hereon. 

If  the  above  covenant  shall  be  broken  or  if  default  shall  be  made  in 
the  payment  of  any  interest  due  ou  this  note,  or  of  any  principal  or  interest 
due  on  any  of  the  other  notes  aforesaid,  the  holder  hereof  may  immediately 
demand  payment  of  the  principal  hereof  with  the  accrued  interest,  by 
presentation  of  this  note  with  all  unpaid  coupons  attached,  at  said  Bank- 
ing House   of   the    Trust   Company,   and  said   principal   and 

accrued  interest  shall  thereupon  become  due  and  payable,  and  The 

Company  w^ill  immediately  pay  the  same. 

No  recourse  shall  be  had  for  the  payment  of  any  part  of  the  principal 
or  interest  of  this  note  against  any  stockholder,  oflScer  or  director  of  The 

Company,  either'directly  or  through  it  by  virtue  of  any  law 

or  by  enforcement  of  any  assessment,  or  otherwise;  any  and  all  liability 
of  such  stockholders,  directors  and  officers  being,  by  the  acceptance  hereof 
and  as  part  of  the  consideration   for  the  issue  hereof,  expressly  released. 

This  note  shall  not  be  valid  or  become  obligatory  for  any  purpose  until 
it  shall  have  been  countersigned  by  the  said  Trust  Com- 
pany, such  countersignature,  however,  being  only  for  security  against  over- 
issue. 

In   Witness   Whereof,   said   The    Company 

has  caused  this  note  to  be  signed  by  its  President  or  one  of  its  Vice  Pres- 
idents,  and  its  corporate  seal  to  be  hereunto  aflBxed,  and  to  be  attested 

by  its  Secretary  or  an  Assistant  Secretary,  this day  of , 

One  Thousand  Nine  Hundred  and   ,  and  the  annexed  coupons  to  be 

executed  with  the  engraved  fac-simile  signature  of  its  Treasurer. 

[Corporate  Seal]  The  Company, 

By  

Its  President. 

Attest :  

Secretary. 

Countersigned: 

Trust  Company, 

By    

President. 
See  for  other  forms  of  short  term  notes.  Forms  1601,  1684,  1685,  1687, 
1688,  pout. 
See  note  to  Form  1593,  supra. 

Form  1598. 

FORM  OF  COUPON. 
No 

The Company 

Will  pay  to  the  bearer  on  the  PMrst  day  of ,  19.  . .,  at  the  office 

of  the   Trust  Company,  No ,  in  the  City 

of    

TWENTY-FIVE   DOLLARS 
in  Gold  Coin  of  the  United  States  of  America,  being  six  months'  interest 


NEGOTIABLE  INSTRUMEXTS.  IIGI 

then   ^ae  upon  its  Five  Per  Cent  Gold  Note,  Series ,  ISo , 

Due ,  19 

$25.00. 

Trea.surer. 
See  generally  as  to  the  negotiability  of  coupons,  Cook  on  Corporations, 
§771;  Clark  &  M.,  Corp.,  §  I83c. 

Form  1599. 

RESOLUTION    AUTHORIZING    ISSUE    OF    SHORT-TERM 

NOTES. 

Whereas,  The Company  has  incurred  certain  indebtedness 

in  the  building  of  new  plants  and  in  making  improvements  to,  extensions, 
enlargements  and  betterments  of  the  property  now  owned  by  it,  and  in 
the  acquisition  of  large  tracts  of  land,  and  contemplates  additions  to  and 
extensions,  enlargements  and  betterments  of  the  proj)erty  now  owned  by 
it  and  the  acquisition  of  further  real  estate,  and  otherwise  wishes  to  further 
its  several  corporate  powers  and  objects. 

Now  Therefore  be  it  Eesolved,  That  for  the  purpose  of  making  payment 
in  part  for  the  said  indebtedness  so  incurred,  and  of  providing  funds  to 
make  additions  to  and  extensions,  enlargements  and  betterments  of  the 
properties  now  owned  or  hereafter  acquired  by  it,  and  otherwise  to  further 

its   several   corporate   powers   and   objects,   The    Company 

make  an  issue  of  coupon  notes  for  an  aggregate  principal  sum  not  exceeding 
Two  Million  Dollars  face  value  of  principal,  known  as  its  "Five  Per  Cent 
Gold  Notes,"  divided  into  four  Series  of  equal  amounts,  designated  respec- 
tively as  "Series  A,"  "Series  B,"  "Series  C,"  and  "Series  D";  those  of 
Series  A  to  be  numbered  from  1  to  500  inclusive  and  to  be  and  become  due 
Jidy  1st  19 ;  those  of  Series  B  to  be  numbered  from  501  to  1000  inclu- 
sive and  to  be  and  become  due  July  1st,  19...;  those  of  Series  C  to  be 
numbered  from  1001  to  1500  inclusive  and  to  be  and  become  due  July  1st, 
19...;  and  those  of  Series  D  to  be  numbered  from  1501  to  2000  inclusive 
and  to  be  and  become  due  July  1st,  19...  ;  each  of  said  notes  to  be  for 
One  Thousand  Dollars  and  of  like  tenor  and  effect,  except  for  the  differ- 
ences herein  shown;  to  be  dated  July  1st,  19 ;  to  be  payable  in  gold 

coin  of  the  United  States  of  America,  of,  or  equal  to  the  present  standard 

of  weight  and  fineness,  at  the  Banking  House  of  the   Trust 

Company,  No St.,  in  the  City  of ,  and  to  bear 

interest  from  date  at  the  rate  of  Five  Per  Cent  per  annum,  payable  in 

like  gold  coin  at  said  Banking  House  of  the   Trust  Company 

semi  annually  on  the  first  day  of  January  and  the  first  day  of  July  in  each 
year,  upon  presentation  and  surrender  of  the  annexed  interest  coupons  as 
they  shall  respectively  mature,  and  until  the  payment  of  the  principal  of 
said  note,  to  provide  that  such  principal  and  interest  shall  be  payable  with- 
out deduction  for  any  tax  or  taxes  or  other  charge  that  The 

Company  may  be  required  to  pay  thereon,  or  to  retain  therefrom,  un^er 
any  present  or  future  law  or  ordinance  of  the  United  States,  or  any  State, 
County  or  :^lunicipality  therein,  to  contain  a  covenant  that  so  long  as  such 

note  shall  be  unpaid  The   Company  will  not  mortgage  nor 

permit  to  be  mortgaged,   directly  or  indirectly,  any  plant   or  real  estate 


1162    CORPORATION  FORMS  AND  PRECEDENTS. 

owned  by  it  at  the  date  of  said  note,  unless  it  shall  have  deposited  with  said 

Trust   Company,   to   be  applied  to  the   payment   of   said  note, 

the  full  amount  due  and  to  become  due  thereon,  to  provide  that  if  such 
covenant  shall  be  broken  or  if  default  shall  be  made  in  the  payment  of 
any  interest  due  on  such  note,  or  of  any  principal  or  interest  due  on  any  of 
said  other  "Five  Per  Cent  Gold  Notes,''  the  holder  may  immediately 
demand  payment  of  the  principal  of  said  note  with  accrued  interest,  by 
presentation  of  said  note  with  all  unpaid  coupons  attached,  at  said  Banking 

House  of  the Trust  Company,  and  said  principal  and  accrued 

interest  shall  thereupon  become  due  and  payable,  and  The Com- 
pany shall  immediately  pay  the  same,  and  to  also  provide  that  the  same 
shall  not  be  valid  or  become  obligatory  for  any  purpose  until  it  shall  have 
been  countersigned  by  said  Trust  Company,  such  counter- 
signature, however,  being  only  for  security  against  over-issue; 

Further  Eesolved,  That  the  form  of  said  notes  so  resolved  to  be  issued 
with  the  coupons  to  be  attached  thereto,  shall  be  in  the  form,  or  substantially 
the  form,  following,  viz. : 

FOEM   OF  NOTE. 
(Here  insert  form  of  note.) 

FORM   OF   INTEREST   COUPON. 
(Here  insert  form  of  coupon.) 

Further  Resolved,  That  said  notes  be  executed  in  the  name  and  in  behalf 

of  The Company  by  its  President,  or  one  of  its  Vice-  Presidents, 

and  its  corporate  seal  be  affixed  to  each  of  said  notes  and  attested  by  the 
Secretary,  or  an  Assistant  Secretary  of  the  Company. 

Further  Resolved,  That  inasmuch  as  each  of  the  coupons  for  interest 
to   be   attached   to   said   notes   is   to   bear   the   fae-simile   signature   of   the 

present  Treasurer,  or  of  some  future  Treasurer  of  The    

Company,  for  that  purpose  The   Company  may  adopt  and 

may  use  the  engraved  fac-simile  signature  of  any  person  who  shall  have 
been  Treasurer,  notwithstanding  the  fact  that  he  may  have  ceased  to  be 
such  Treasurer  at  the  time  the  notes  to  which  such  coupons  belong  shall 
actually  be  authenticated  or  be  delivered; 

Further  Resolved,  That  in  case  any  officers  who  shall  sign  and  seal  any 
notes  shall  cease  to  be  such  officers  before  the  notes  so  signed  and  sealed 

shall  have  been  actually  countersigned  by  the Trust  Company, 

delivered  or  issued,  such  notes  may  nevertheless  be  adopted  by  The 

Company,  and  may  be  countersigned,  delivered  and  issued  as  though 

•  the  persons  who  had  signed  and  sealed  such  notes  had  not  ceased  to  be 
officers  of  The   Company ; 

Further  Resolved,  That  from  time  to  time  such  notes  shall  be  issued, 
authenticated  and  delivered,  and  may  be  disposed  of  in  the  manner  and 
upon  the  terms  and  conditions  prescribed  by  a  resolution  or  resolutions  to 
be  passed  by  the  Board  of  Directors  of  this  Company. 

See  Forms  1.597-1.598,  .supra,  for  form  of  note  referred  to  in  the  above 
resolution. 

For  another  form  of  resolution,  'see  next  form. 


NEGOTIABLE  INSTRUMENTS.  11 03 

Form  1600. 

RESOLUTION  FOR  ISSUE  OF  SHORT-TERM  NOTES,  WITH 
COVENANT    AGAINST   MORTGAGES. 

Be  it  Ke-solved,   That   the    Coini.any   make   an  issue 

of  coupon  notes  for  the  aggregate  principal  aum  of  Tiiree  Hundred  Thou- 
sand Dollars,  each  of  said  notes  to  be  for  One  Thousand  Dollars,  and  of 
like  tenor  and  effect,  to  contain  a  covenant  that  so  long  as  such  note  shall 

be  unpaid  the    Coiiipany  will   not   mortgage  or 

permit  to  be  mortgaged,  directly  or  indirectly,  any  plant  or  real  estate 
owned  by  it  at  the  date  of  said  note,  unless  it  shall  have  been  deposited 
with  said  The Trust  Company,  to  be  applied  to  the  pay- 
ment of  said  note,  the  full  amount  due  and  to  become  due  thereon,  and  to 
provide  that  if  such  covenant  shall  be  broken,  the  holder  may  immediately 
demand  payment  of  the  principal  of  said  note  with  accrued  interest. 

See  the  two  next  following  forms. 

See  Forms  1663-1665,  post. 

See  preceding  form. 

Form  1601. 

SHORT  TERM  NOTE  WITH  COVENANT  AGAINST 
MORTGAGES. 

UNITED   STATES  OF   AMEEICA. 

State  of  

$1000.  No 

J Company 

Six  Per  Cent.  Gold  Note, 

The Company,  a  corporation  of  said  State  of , 

for  value  received,  hereby  promises  to  pay  to  the  bearer  hereof  One  Thou- 
sand Dollars  ($1000)  in  Gold  Coin  of  the  United  States  of  America,  of  or 
equal  to  the  present  standard  of  weight  and  fineness,  on  the  first  day  of  June, 

1914,  at  the  Banking  House  of  The Trust  Company,  No 

Street,  in  the  City  of ,  and  to  pay  interest  thereon  from  the 

first  day  of  June,  1911,  at  the  rate  of  six  per  centum  in  like  gold  coin 
semi-annually,  on  the  first  day  of  June  and  the  first  day  of  December  in 
each  year,  upon  presentation  and  surrender  of  the  annexed  interest  coupons 
as  they  shall  respectively  mature,  and  until  the  payment  of  said  principal 
sum.  Both  the  principal  and  interest  of  this  note  are  payable  without 
deduction  for  any  tax  or  taxes  or  other  charges  that  the Com- 
pany may  be  required  to  pay  thereon  or  to  retain  therefrom  under  any 
present  or  future  law  or  ordinance  of  the  United  States,  or  of  any  State, 
County  or  Municipality  therein. 

This   note   is  one  of  an  authorized   issue   of  coupon   notes  aggregating 
Three  Hundred  Thousand  Dollars,  face  value  of  principal,  known  as  the 

"Six  Per  Cent.  Gold  Notes"  of  the    Company,  numbered  from 

1  to  300  inclusive,  and  to  be  and  become  due  June  1.  1914;  and  all  of  saic 
notes  are  to  be  for  $1,000  each,  and  of  like  tenor  and  effect. 

The Company  covenants  that  so  long  as  this  note  is  unpaid 

it  will  not  mortgiage  or  permit  to  be  mortgaged,  directly  or  indirectly, 
any  plant   or  real   estate  now  owned  by   it,   unless   it   shall  have  deposited 


1164    CORPORATION  FORMS  AND  PRECEDENTS. 

with  the  said  The    Trust   Company,  to   be  ai)plied  to   the 

payment  of  this  note,  the  full  amount  due  or  to  become  due  thereon. 

If  the  above  covenant  shall  be  broken  or  if  default  shall  be  made  in 
the  payment  of  any  interest  due  on  this  note,  or  of  any  principal  or  interest 
due  on  any  of  the  other  notes  aforesaid,  the  holder  hereof  may  immediately 
demand  payment  of  the  principal  hereof  with  the  accrued  interest,  by 
presentation  of  this  note  with  all  unpaid  coupons  attached  at  said  Bank- 
ing House  of  The   Trust  Company,  and  said  principal  and 

accrued  interest  shall  thereupon  become  due  and  i)ayable  and  the  .  . .' 

Company  will  immediately  pay  tiie  same. 

No  recourse  shall  be  had  for  the  payment  of  any  part  of  the  principal 
or   interest   on   this  note,   against   any   stockholder,   officer   or   director   of 

the Company  either  directly  or  through  it  by  virtue  of  any 

law,  or  by  enforcement  of  any  assessment,  or  otherwise;  any  and  all  liability 
of  such  stockholders,  directors  and  officers  being,  by  the  acceptance  hereof 
and  as  part  of  the  consideration  for  the  issue  hereof,  expressly  released. 

This  note  shall  not  be  valid  or  become  obligatory  for  any  purpose  until 

it  shall  have  been  countersigned  by  the  said  The Trust 

Company,  such  countersignature,  however,  being  only  for  security  against 
over-issue. 

In  Witness  Whereof,  said Company  has  caused  this 

note  to  be  signed  by  its  President  or  its  Vice-president  and  its  corporate 
seal  to  be  hereunto  affixed  and  to  be  attested  by  its  Secretary,  this  first  day 
of  June,  One  Thousand  Nine  Hundred  and  Eleven,  and  the  annexed  coupons 
to  be  executed  with  the  engraved  facsimile  signature  of  its  Treasurer. 

Company, 

By 

[Corporate  Seal]  Its  President. 

Attest:    

Secretary. 
Countersigned 

The   Trust  Company, 

By 

President. 
(Coupon) 

Company, 

Will  pay  to  the  bearer  on  the  First  Day  of   ,   19 at  the 

office  of  The Trust  Company,  No Street,  in  the 

City  of   , 

THIETY  DOLLAES 
in  Gold  Coin  of  the  United  States  of  America,  being  six  months  interest 
then  due  upon  its  Six  Per  Cent.  Gold  Note  due  June  1,  1914. 
$.30. 


Treasurer. 


See  Form  1.597,  supra,  and  notes  thereunder. 

See  forms  next  preceding  and  following  this  form. 


NEGOTIABLE  INSTRUMENTS.  1165 

Form  1602. 
OFFER  FOR  SALE  OF  SHORT  TERM  NOTES. 

$:iuu,ui)0. 

The   Company 

*        Six  Per  Cent.  Three  Year  Xotes. 
Dated   June   1,   1911.  Due   June    1,    1914. 

,         Free   of   Tax   in    

With  the  exception  of  these  notes  and  current  obligations,  the  com- 
pany has  no  outstanding  bonds  or  other  debt  of  any  kind,  and  has 
covenanted  not  to  mortgage  any  of  its  property  while  these  notes  are 
outstanding. 

Net  earnings  for  the  six  years  ending  December  31,  1910,  have  aver- 
aged $251,849,  per  annum,  and  for  the  year  ending  December  31,  1910, 
were  $274,0(50. 

The  company's  net  quick  assets  are  $919,277,  being  over  three   times 
the  amount  of  the  notes,  and  in  addition,  its  real  estate,  plant  and  equip 
nient    have    a    book    value    of    $2,285,080,    the    actual    replacement    value 
being  in  excess  of  that  amount. 

These   notes   are   followed    by   $1,500,000   of   capital   stock,   on    which 
dividends  are  being  paid  at  the  rate  of  8  per  cent,  per  annum, 
i'rice,  lOl  and  interest,  to  yield  5%%. 

&    Co. 

Bankers 
Street, 


See  two  preceding  forms. 

See  for  other  forms  of  offer  of  securities  for  sale,  Chapter  XVIII,  supra. 

Form  1603. 
NOTICE  OF  PAYMENT  OF  INTEREST  COUPONS. 

To   the   holders   of    Company   Gold   Notes: 

The  interest  coupons  due  April  1,  19....,  from  the  above  notes  will 
be  paid  on  and  after  that  date  at  the  oQce  of  Trust  Com- 
pany,      Street,  Chicago. 


President. 
See  generally  as  to  coupons,  Cook  on  Corporations.   §§  7C7,  771. 

Form  1604. 
NOTICE  OF  PAYMENT  OF  SHORT  TERM  NOTES. 

To  holders  of  Gold  Notes  Maturing  April    ,   19....: 

The  Company  will  at  any  time  prior  to  April ,  19. . , .,  pay  said 

notes  maturing  April  1st,  at  par  with  accrued  interest  to  date  of  pay- 
ment, upon  surrender  of  said  notes,  with  April  1st  coupon  attached, 
to   Trust  Company,  at  its  office,   Street,  Chicago. 


President. 
Dated  at  Chicago,  March   ,  19. . . . 


1166    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1605. 
NOTICE  OF  MATURITY  OF  SHORT-TERM  NOTES. 

Compauy. 

Office  of  the  Treasurer. 
Boom    ,    

,   ,  19.... 

Notice  is  hereby  given  that  the  Three-Year  five  per  c<;nt.  {jold   notes 

of   this   Company,   maturing    ,    19....,   will    be   paid   at 

this  office  on  and  after  that  date. 

Coupons  should  be  detached  and  presented  separately. 

Checks  for  interest  on  registered  notes  will  be  mailed  as  usual. 


lii.'i    ,;ii. 


Treasurer. 


Form  1606. 
NOTICE  OF  RETIREMENT  OF  COUPON  NOTES. 

Iron  and  Steel  Company, 

,  Pa. 

Holders  will  take  notice:  That  it  is  our  intention  in  accordance  with 
the  privilege  reserved  to  us  in  the  following  notes,  to  pay,  on  the  first 

^londay.  in  .June,  1911   (interest  will  cease  on  that  date)  at  the 

Bank,    Philadelphia,    Pa.,    the    following    Iron    and    Steel 

Co.  Coupon  Notes,  viz.;  Four  hundred  notes,  each  for  $500,  numbered 
2A,  75A  to  126A,  142A  to  146A,  215A  to  282A,  349A  to  414A,  481A  to  546A, 
551A  to  575A,  589A  to  610A,  and  642A  to  736A,  originally  due  on  sun- 
dry dates  from  July  1,  1911,  to  July  1,  1914.  All  numbers  mentioned 
inclusive. 

If  Holders  desire^  notes  may  be  presented  for  payment  June   1,  1911. 

i  i4T'>4i*  *2t^  •  ■  ■    I^*^°    ^^'^    Steel    Company, 

,    Secy,   and    Treas. 

Form  1607. 
OFFER  OF  REFUNDING  GOLD  NOTES. 

Company. 

Five  Per  Cent.   Three- Year   Gold   Notes, 
To  the  Holders  of 

Company  Five  Per  Cent.  Three-Year  Gold  Notes 

due    ,    19 

Company  having  paid  and  cancelled  Five  Million  Dol- 
lars of  the  Fifteen  Million  Dollars  Five  Per  Cent.  Three-Year  Gold  Notes, 

maturing ,   19....,   has  sold  to  us  Ten   Million  Dollars 

new  five  per  cent,  three-year  gold  notes,  dated   ,  19.  .  .  ., 

to  provide  the  funds  required  to  meet  the  balance  of  said  old  notes 
maturing  as  above  stated. 

We  hereby  offer  to  the  holders  of  the  old  Five  Per  Cent.  Notes  ma- 
turing  ,   19....,  to  exchange  them  at  par  for  the   new 

Three-Year  Notes  at  98%. 

Holders  desiring  to  make  this  exchange  may  now  deposit  their  notes 


NEGOTIABLE  INSTRUMENTS.  11G7 

at  this  oCGce,  ex  the   loiipoii,  ami  will  receive  therefor  new 

Dotes   bearing  interest   from    ,   19 .... ,   and    1 Y2   per   cent. 

in  cash. 

This  offer  may  be  terminated  at  any  time   without   notice. 

Company. 

,    ,   I'J--- 

Form  1608. 

NOTICE  OF  REDEMPTION  OF  COLLATERAL  TRUST 

NOTES. 

To   tiie    Holders   of   Si.\   Per   Cent.    Collateral   Trust    Notes, 
Maturing    .January    1,    1912, 

of Electric  Light  and  Power  Company. 

Take  Notice: 
That    in    accordance    with    a    resolution    of    the    Board    of    Directors, 
adopted    at   a   meeting   held   November    29,    1910,    all   of   said    notes    will 

be  redeemed  and  paid  at  the  offices  of &  Co., , 

on  January  1,  1911,  the  holders  of  each  note  then  to  be  paid  the  sum  of 
One  Thousand  Dollars  ($1,000)  principal  and  Thirty  Dollars  (.$30)  inter- 
est and  Twenty  Dollars'  ($20)  premium. 

Holders  of  all  said  Notes  are  hereby  notified  to  present  said  notes  at 
the    time    and   place    mentioned    for    payment,    in    accordance    herewith. 
Electric  Light  and  Power  Company, 

By , 

President. 
See  Cook  on  Corporations,  §  761. 

Form  1609. 

NOTICE  OF  REDEMPTION  OF  ISSUE  OF   COLLATERAL 
TRUST  NOTES  BEFORE  MATURITY. 

Gas  and  Electric  Company  of   , 

Six  Per  Cent.  Collateral  Trust  Notes. 
Dated   December   1,   1910.  Due  .Tune   1,    1913. 

Trust   Company,   of    ,   Penna.,   Trustee   under 

a  certain  Collateral  Trust  Agreement  between  the Gas  and 

Electric   Company   of    ,  and  said  Trustee,   dated  December 

1,  1910,  hereby  gives  notice  that  in  accordance  with  the  terms  of  said 

agreement,  the  said Gas  and  Electric  Company  has  elected 

to.  redeem  and  pay  all  of  said  notes  on  June  1,  1911,  at  the  office  of  said 

,   at   one   hundred   and   one    (101)    per   cent,   of  the 

face  amount  thereof,  together  with  accrued  interest  to  said  date.  Upon 
said  date  all  interest  on  said  notes  will  cease.  Bonds  should  be  pre- 
sented at  the  office  of  the  un<lersigned  on  above  date,  with  June  1,  1911, 
coupon  and  those  of  after  dates  attached. 

Trust  Company,  Trustee, 

Street,    

April  3,  1911. 

See  note  to  preceiling  form. 


1168    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1610. 

NOTICE  OF  REDEMPTION  OF  NOTES  BEFORE 
MATURITY. 

Railway    Company. 

Notice  of  Redemptiou  of  One- Year  Five  Per  Cent.  Secured  Gold  Notes. 

To    each    and    every    holder    of    the    One- Year   Five    Per    Cent.    Secured 

Gold  Notes  of   Railway  Company,  issued  under  and  secured 

by  the  Trust  Agreement,  dated  August  1,  1910,  between  said  Railway 
Company  and   Trust  Companj'  of  New  York,  as  Trustee: 

Notice    is    hereby   given    that    Railway    Company    has 

elected  to  redeem  the  entire  issue  of  said  Notes,  on  May  1,  1911 ;  that 
interest  on  said  Notes  will  cease  on  said  day  and  that  on  presentation 
and    surrender    thereof,    with    all    unmatured    coupons    to    said    Railway 

Company  at  the  office  of    Trust   Company  of  New  York, 

No .,   Street,  New  York  City,  said  Notes  will  be  paid 

at  par  with  accrued  interest  to  said  redemption  date;  and  that  the 
holders   of   said   Notes   are  required   to  present   the   same   for   redemption. 

Dated,   New   York,  March    16,   1911. 

Railway    Company, 

By  ,  Treasurer. 

See  note  to  Form   1608,  supra. 

Form  1611. 

NOTICE  OF  REDEMPTION  OF  CONVERTIBLE  GOLD 
NOTES  BY  SUCCESSOR  TRUSTEE. 

The Trust  Company, 

(Successor  to Trust  and  Guarantee  Company.) 

Trustee  of  the Traction  Company 

Six  Per   Cent.   Convertible   Gold   Notes. 

To  the  Holders  of  the   Traction  Company  6  per  cent. 

Convertible  Gold  Notes: 

By  instruction  of  the Traction  Company,  notice  is  hereby 

given   to   the   holders   of  the   6  per  cent,   convertible   gold    notes   of   the 

Traction    Company,   secured   by   collateral    trust   agreement 

dated  March  2,  1908,  to  the Trust  and  Guarantee  Company, 

trustee,  that  all  of  the  said  notes  outstanding  have  been  called  for 
redemption  on  March  1,  1911,  pursuant  to  sections  1  and  2  of  Article 
III  of  said  collateral  trust  agreement,  and  that  on  the  first  day  of 
March,  1911,  the  said  notes  will  be  and  become  due  and  payable  at  the 
par  value  thereof,  together  with  accrued  interest  thereon  to  March  1, 
1911,  to  the  holders  thereof,  at  the  office  of  The Trust  Com- 
pany, successor  trustee,  Street,  ,  upon  pre- 
sentation and  surrender  of  said  notes  (with  all  interest  coupons  then 
and  thereafter  maturing  attached)  for  redemption  and  cancellation. 
^  Interest  on  all  and  every  one  of  said  notes  will  cease  to  accrue  on  said 
March  1,  1911. 

The Trust  Company,  Trustee, 

Successor  to   Trust  and  Guarantee  Company. 

By   ,  President, 


NKGOTIAHLH   IXSTIil'MHXTS.  11G9 

Form  1612. 
NOTICE  OF  EXTENSION  OF  NOTES. 

To   the   lluldois   ol' 

The  Company  4Vi;%  Gold  Notes, 

Maturing  May   1,  19.... 

This  Company  has  arranged  with  .Messrs and  Messrs. 

....: for  the  extension  of  $ par   value  of   the  above 

issue  of  Notes  for  three  years  from   ,  19.  .  .  .,  with  interest 

at  the  rate  of  4i^%  per  annum,  payable  semi-annually.  The  remain- 
ing $ face  value  of  Notes  now  outstan<ling  will  be  paid  off  at 

maturity  and  canceled.  The  lien  on  the  collateral  now  securing  the 
Notes  will  continue  unimpaired,  and  in  addition  the  Notes  will  be  se- 
cured by   $ ,    Company   First    Refunding   and 

Extension  Mortgage  4%  Gold  Bonds. 

Holders  of  said  Notes  are  hereby   notilicd   that  they  may  receive  the 
face   value   of   their   Notes   and   the   May    1,    19....,   coupons,   upon   the' 
transfer  and  delivery  of  the  same  on  or  after  May  1,  19.  .  .  .,  to  the  said 

Bankers   at   the   office   of   either   Messrs ,    

Street,  or  Messrs ,    Street,   Chicago. 

The     Company, 

By     

Treasurer. 

Chicago, ,  19 ...  . 

Form  1613. 

NOTICE  OF  PAYMENT  OF  PART  OF  NOTE  ISSUE  AT 

MATURITY  AND  OFFER  OF  EXTENSION 

OF  REMAINDER. 

To  the  Holders  of  $5,000,000  Minneapolis  &  St.  Louis  Eailroad  Company 
5%  Gold  Notes,  Due  February  1,  1911. 

Holders  of  the  above-mentioned  Notes  are  hereby  notified  that  this 
Company  has  decided  to  pay  off  at  maturity  $1,000,000  par  value  thereof, 
and  to  offer  to  extend  the  remaining  $4,000,000  Notes  to  February  1, 
1913,  at  5%  interest  per  annum,  payable  semi-annually,  February  1st 
and  August   1st. 

The  $4,000,000  Notes  will  be  sec'ired  by  the  same  collateral  as  is  now- 
pledged  for  the  $5,000,000  Notes,  viz: 

$6,250,000  Minnesota,  Dakota  &  Pacific  Railway  Company  First  Mort- 
gage Bomls,  being  all  the  bonds  issued  in  respect  of  229.60  miles  of 
railway,  on  which  said  bonds  are  a  first  mortgage,  and  all  the  stock. 

The  Indenture  securing  the  $4,000,000  Notes  issued  in  exchange  for 
those  maturing,  will  provide  that  the  Minnesota,  Dakota  &  Pacific  Rail- 
way Company  First  Mortgage  Bonds,  deposited  as  collateral,  shall  bear 
interest  at  the  rate  of  5%  per  annum  instead  of  4%  as  heretofore,  that 
the  Company  shall  deposit  thereunder  any  additional  ^^innesota,  Dakota 
&  Pacific  Railway  Company  Bonds  and  Stocks  which  may  be  issued 
during  the  life  of  said  Notes,  that  the  collateral  may  be  changed  with 
the    written    consent    of    Speyer    &    Co.    under   the   terms   and    restrictions 


1170    CORPORATION  FORMS  AND  PRECEDENTS. 

therein  set  forth,  and  that  the  new  Notes  may  be  redeemed  at  any  time 
at  par  and  interest,  at  the  company's  option,  upon  sixty  days'  previous 
notice. 

A  cash  payment  of  $25  in  respect  of  each  $1,000  Note  extended  will 
be  made  to  holders  accepting  the  extension. 

Holders  of  the  above-mentioned  Notes  who  desire  to  avail  themselves 
of  the  privilege  of  extension  on  the  above-mentioned  terms,  must,  on  or 
before  January  5,  1911,  deposit  same  (ex  February  1,  1911,  coupons) 
with  Messrs.  Speyer  &  Co.,  New  York,  against  Temporary  Eeceipts, 
exchangeable  for  the  Definitive  New  Notes  on  or  about  February  1, 
1911,  when  the  payment  of  $25  per  $1,000  Note  will  be  made.  The  right 
is  reserved  to  withdraw  the  above  offer  at  any  time  without  previous 
notice. 

Notes  not  deposited  for  extension  as  above  will  be  paid  at  maturity 
at  the  office  of  the  Central  Trust  Company,  of  New  York. 

Copies  of  the  Trust  Indenture  securing  the  New  Notes  to  which 
reference  is  made,  may  be  obtained  upon  application. 

The   Minneapolis   &   St.   Louis   Eailroad   Co., 
By  F.   H.  Davis,  Treasurer. 

New  York,   December   16th,   1910. 

Eeferriug  to  the  foregoing  notice,  we  are  now  prepared  to  accept 
deposit  of  the  Notes,  and  will,  on  behalf  of  The  Minneapolis  &  St.  Louis 
Eailroad  Company,  'simultaneously  with  the  de'livery  of  the  New  Notes, 
make    the    above-mentioned    cash    payment    of    $25    in    respect    of    each 

$1,000   Note   extended. 

Speyer    &    Co., 

New  York,  December  16th,  1910. 

Form  1614. 
NOTICE  OF  OFFER  TO  EXTEND   GOLD  NOTES. 

To  the  Holders  of   Companies 

Six   Per   Cent.   Gold   Notes.  Due   October    15,   1911. 

Eeferring  to  the  privilege  of  extension  of  the  above  notes  until  Octo- 
ber 15,  1913,  by  their  exchange  into  the  new  6%  notes  of  the  Company 
maturing  on  that  date,  with  a  cash  payment  of  $15.00  with  respect  to 
each  $1,000  note  so  extended,  to  holders  accepting  the  offer: 

Notice  is  hereby  given  that  this  offer  of  extension  on  the  above 
terms  will  be  withdrawn  on  April  1st,  1911. 

Noteholders    desiring    to    avail    themselves    of    the    present    privilege 

should  present  their  notes  on  or  before  that  date  at  the  office  of 

&  Sons,    Street,  New  York  City. 

^  Companies, 

By   ,  President. 

Form  1615. 
NOTICE  OF  PRIVILEGE  OF  EXTENSION  OF  GOLD  NOTES. 

Eailroad    Company. 

To  the  Holders   of  the  Five  Per  Cent.  Gold  Notes  of  "the    

Eailroad  Company,  Maturing  Oct.  1,  1905. 

This  Company  has  arranged  with  Messrs &  Co.  for  the 


NEGOTIABLE  INSTRUMENTS.  1171 

extension  of  this  issue  of  notes  until  October  1,  1907,  witli  iiitcrest  at 
the  rate  of  five  per  cent,  per  annum,  subject  to  rcdeniiition  at  the  option 
of  tho  Company  on  any  interest  day  on  sixty  ilays'  notice  by  publica- 
tion. 

Holders  of  Notes  who  desire  to  avail  themselves  of  tlie  privilege  of 
extending  their   Notes   must   present   their   Notes   in   New*  York,  at  the 

oflSce  of  Messrs &  Co.,    Street,  or  in   London, 

at  tho  office  of  Messrs Brothers, ,  or  in  Frank 

fort,  0-M.  at  the  office  of ,  or  in  Berlin,  at  the  office  of 

tho Bank,  or  in  Anist(>rdam,  at  the  office  of  Messrs 

Brothers,  on  or  before  September  L'5,  1005,  to  be  appropriately  stamped, 
and  to  have  affixed  thereto  new  coupon  sheets  covering  such  extension 
period. 

This   Company   has   arranged   with   Messrs &   Co.   that 

the  holders  of  notes  who  do  not  desire  to  avail  themselves  of  the  privi- 
lege of  extension  will  receive  par  for  their  Notes  on  or  after  October 
1st,  1905,  at  any  of  the  offices  above  mentioned. 

New  York,  September   1."?,  1005. 

Kailroad    Co., 

By   ,  Vice-President. 

Form  1616. 

EXTENSION  OF  TRUST  DEED  NOTE,  PAYABLE  IN  GOLD 

COIN. 

In  consideration  of  the  extension  of  the  time  of  payment  of  the  prin- 
cipal sum  evidenced  by  the  note  hereinafter  described,  for   

years   from   the   date   of   its   maturity,   to-wit:    , ,    19....,   as 

herein  provided,  the  undersigned   hereby  covenant    ....    and  agree    .... 

to  pay  on  the day  of   ,  19.  .  .  .,  without  grace,  to  the 

legal   holder   of  said   note,  the  principal   sum   of    Dollars, 

evidenced  by  said  note. 

The  principal  note  hereinabove  referred  to,  was  executed  and  en- 
dorsed  by   and   payable    to    the    order    of    ,    the    undersigned, 

dated  ,  10 .... ,  and  was  for  the  sum  of  Dol- 
lars, and  originally  due years  after  its  date,  and  was  secured 

by   a   Trust   Deed   to    ,   recorded   in   the   Recorder's   Ofl^ce 

of   County,   ,  in  Book   of  Records, 

on  page   

Upon   the   original    juiiicipal   sum,   evidenced   by   said   note,   there   was 

paid  the  principal  sum  of Dollars  on ,  10.  .  .  ., 

and   the  principal   sura   of    Dollars   on    , 

19....,  leaving   due  and  unpaid  upon  said  principal  sum  at  the   date   of 

maturity  first  above  mentioned,  the  said  sum  of Dollars. 

The  time  of  payment  of  said  note    was  on    

extended   for  a  period   of    years   from   its   original   date 

of  maturity,  and  the  time  of  payment  of  said  note    ....   was  again  on 

extended  for  a  further  period  of   years  from 

its  date  of  maturity  as  so  extendeil. 

The  undersigned  agree....  to  pay  interest  upon  said  sum,  the  time 
9f  payment   of  which   is  hereby  extended,  from   the   date  first   above 


1172     CORPORATION  FORMS  AND  PRECEDENTS. 

mentioned,  at   the  rate   of    per  cent,  per  annum,  payable    

annually. 

Said   interest   is   further   evidenced   by    interest   notes,   of 

even   date   herewith,   for  the   sum   of    Dollars  each,   executed 

and  endorsed  by  and  payable  to  the  order  of  the  undersigned,  and 
due  one  every  months  from  the  date  first  hereinabove  men- 
tioned, without  grace. 

Said    principal    note,    extended,    and    said    interest    notes    shall    bear 

interest  after  maturity  until  paid  at  the  ratp  of per  cent,  per 

annum,  and  shall  be  paid  in  gold  coin  of  the  United  States,  of  the 
present  standard  of  fineness  and  weight,  at  the  office  of , 

It  is  fully  understood  that  the  interest  notes  above  mentioned  are 
given  merely  to  evidence  the  interest  on  said  principal  sum  for  the 
time  above  specified,  and  are  not  given   in  payment   thereof. 

It  is  further  agreed  by  the  undersigned  that  all  the  covenants  and 
agreements  in  said  principal  note  and  said  trust  deed  shall  be  and 
remain  unchanged,  and  in  full  force  and  effect  during  such  extended 
period,  except  as  hereby  changed. 

It  is  further  agreed  by  the  undersigned  that  in  case  of  default  in  the 
payment  of  said  interest  notes,  or  either  of  them,  or  any  part  thereof, 
when  due,  as  provided  for  therein,  or  in  case  of  any  breach  of  any  of 
the  covenants  contained  in  said  Trust  Deed,  or  said  principal  or  inter- 
est notes,  or  in  this  agreement,  the  legal  holder  of  said  notes  may,  at 
the  option  of  such  holder,  at  any  time  thereafter,  declare  said  entire 
principal  sum  at  once  due  and  payable,  together  with  interest  thereon, 
without  notice  to  the  undersigned,  and  the  said  Trust  Deed  may  then 
be  at  once  foreclosed,  the  same  as  if  said  indebtedness  had  matured 
by  express  terms;  or  the  said  legal  holder  may,  at  the  election  of  such 
holder,  resort  to  proceedings  at  law  to  collect  such  amount,  or  may  elect 
to  prosecute  proceedings  both  at  law  and  in  equity. 

In    witness   whereof,    the    undersigned    ha....    hereunto    set    

hand ....  and  seal ....  this   day  of  .  . : ,  19 ...  . 


[Seal] 
[Seal] 


Form  1617. 
EXTENSION  INTEREST  NOTE. 

$ ,19.... 

Due  to   the   order   of    ,    Dollars   in 

gold  coin   of  the  United   States   of   the   present   standard   of  weight   and 

fineness,    on   the    day   of    ,    A.    D.    19....,    without 

grace,  at    in  the  City  of   ,  in  the  State  of   , 

as  the  holder  of  the  principal  note  may  from  time  to  time  appoint,  and 

in   default   of   such   appointment,  then  at  the   office   of    ....» in 

the  City  of   State  of   ,  with   interest  after  maturity 

until  paid,  at  the  highest  rate  which  it  is  now  in  such  case  lawful  to 
contract  for,  payable  in  like  gold  coin,  being  for  an  installment  of  inter- 
est  on    principal    note    dated   the    day 

of ,  A.  D.  19, . . .,  for  the  sum  of  Dollars,  the  time 


NEGOTIABLE  INSTRUMENTS.  1173 

of   payment    whereof    liaviiifr   been    extcinied    to    the    ilay    of 

..,   A.   D.    19 


No 

PrcHerve  tliis  uoto   until   release   is  f^iven. 

Form  1618. 
COUPON  JUDGMENT  NOTE. 

$ ,19.... 

Due    to    the    order    of    ,    Dollars,    on    the 

daj  of    ,  A.   D.   19.  . .  .,   without   grace,  at 

,  with   interest  at  the  rate  of    per  cent,  per  annum, 

after   maturity,   being  for   an   installment   of  interest   due   on    that   day 

upon    principal  Promissory  Note  of  even  date  herewith, 

payable   to   the   order  of    ,    years   after   its    date, 

for  the  sum  of   Dollars,  secured  by   upon  real 

estate  in  

In  consideration  of  the  premises, do  hereby  make  and  appoint 

or  any  other  Attorney  of  any  Court  of  Record,  to  be 

true  and  lawful  Attorney,  irrevocably,  for   and  in    name 

place  and  stead,  to  appear  in  any  Court  of  Record,  in  term  time 

or  in  vacation,  at  any  time  after  this  interest  coupon  becomes  due,  to 
waive  service  of  process,  and  confess  a  judgment  in  favor  of  the  legal 
holder  hereof,  for  the  amount  due  and  un])aid  hereon,  with  interest,  as 
aforesaid,   to   the   day   of  entering  such   judgment,   together   with   costs, 

and dollars  for  the  Attorney's  fee;  and  to  file  a  cognovit  for 

such  amounts,  with  an  agreement  therein,  that  execution  may  issue 
forthwith,  and  that  no  writ  of  error  or  appeal  shall  be  prosecuted  upon 
said  judgment,  nor  any  bill  in  equity  filed  to  interfere,  in  any  manner, 
with  the  operation  of  said  judgment,  and  to  release  all  errors  that  may 
intervene  in  the  entering  up  of  said  judgment,  or  issuing  any  execution 

thereon:      Hereby   ratifying   and   confirming   all   that    said 

attorney  may  do  by  virtue  hereof. 

No    

Form  1619. 
JOINT  AND  SEVERAL  JUDGMENT  NOTE. 

$16,000.  Canton,   Ohio,  July   17,    1903. 

On  Oct.  1,  1903,  after  date,  without  grace,  we  jointly  and  severally, 
as  principal  debtors,  promise  to  pay  to  the  order  of  The  Geo.  D.  Harter 
Bank,  sixteen  thousand  dollars,  at  said  bank  (in  Canton,  Ohio),  with 
interest  at  the  rate  of  8  per  cent,  per  annum  after  maturity,  and  we 
consent  and  agree  that  after  this  obligation  shall  have  become  due, 
the  time  of  payment  thereof  may  be  extended  from  time  to  time,  by 
any  one  or  more  of  us,  without  even  the  knowledge  or  consent  of  the 
other  or  others  of  us,  and  in  case  of  such  extensions  and  notwithstand- 
ing the  same,  we  shall  and  will  remain  and  continue  liable  thereon, 
as  if  no  such  extensions  had  been  made.  And  we  hereby  authorize  and 
empower  any  attorney  of  any  court  of  record,  in  the  state  of  Ohio  or 


1174    CORPORATION  FORMS  AND  PRECEDENTS. 

elsewhere,  in  our  name  or  behalf,  or  in  the  name  or  behalf  of  either  of 
us,  to  appear  before  any  such  court  of  record,  at  any  time  after  the 
above  obligation  shall  have  become  due,  waive  the  issuing  and  service 
of  process,  and  at  the  suit  of  said  payee,  or  any  endorsee,  or  legal  holder 
of  such  obligation,  without  notice  to  us,  confess  judgment  against  us, 
or  any  or  either  of  us,  in  favor  of  said  payee,  endorsee,  or  legal  holder 
of  said  obligation,  for  the  amount  that  may  appear  due  thereon,  for 
principal  and  interest,  and  also  for  costs  of  suit;  and  also,  to  release 
all  errors  in  the  judgment  so  confessed,  and  to  waive  all  right  and 
benefit  of  appeal,  and  any  and  all  proceedings  to  set  aside,  vacate,  open, 
suspend  or  reverse  such  judgment,  or  any  execution  issued  thereon. 

The  United  Sheet  &  Tin  Plate  Co., 
By    M.   F.   Straus,   Prest.     [Seal] 

Lakin  C.  Taylor.  [Seal] 

J.   H.   Eller.  [Seal] 

Thos.  Hackett. 

H.  Hess. 

M.  F.  Straus. 

A.   T.   Stone. 

R.  L.  Shoemaker. 
.See  George  D.  Harter  Bank  v.  Straus,  170  Fed.  489,  construing  above  note 
and  holding  that  the  above  note  created  a  joint  and  several  obligation  on 
the  part  of  the  makers,  and  that  the  warrant  of  attorney  is  not  exhausted 
by  the  entry  of  judgment  against  one  of  the  makers. 

Form  1620. 

AGREEMENT  TO  SURRENDER  NOTE  IF  REORGANIZA- 
TION EFFECTED  AND  TAKE   OTHER  SECURITY. 

Whereas,  the  Wolf  Company  is  indebted  to  J.  S.  AUender  in'  the  sum 
of  eight  thousand  dollars  ($8,000),  represented  by  a  note,  a  copy  of 
which  is  as  follows: 

"The  Wolf  Company's  Works,  Flour  Mill  Machinery. 
"No.  B345.  $8,000.00 

"  Chambersburg,  Pa.,  May  1,  1906. 

"Six  months  after  date  we  promise  to  pay  to  the  order  of  J.  S.  AUen- 
der, at  the  office  of  the  Wolf  Company,  Chambersburg,  Pa.,  eight  thou- 
sand and  no/100  dollars,  without  defalcation,  for  value  received,  with 
interest  at  6  per  cent.  The  Wolf  Company, 

' '  Due  Nov.  1,  1906.  By  H.  G.  Wolf,  President. ' ' 

And  whereas,  the  Wolf  Company  is  trying  to  effect  a  reorganization, 
and  has  requested  the  said  .T.  S.  Allender  to  accept  a  note  of  Aug.  Wolf 
&  Co.,  for  eight  thousand  dollars  ($8,000)  in  lieu  of  the  note  above 
described: 

Now,  it  is  agreed,  this  16th  day  of  November,  A.  D.  1906,  by  and 
between  ,L  S.  Allender,  of  No.  1817  Walbrook  Ave.,  Baltimore,  Md.,  of 
the  first  part  and  the  Wolf  Company,  of  Chambersburg,  Pa.,  of  the  sec- 
ond part,  as  follows:  Said  J.  S.  Allender,  in  case  said  reorganization  is 
effected  on  or  before  December  1,  1906,  agrees  to  accept  the  note  of 
Aug.  Woif  &  Co.,  for  eight  thousand  dollars  ($8,000),  payable  twelve 
months  after  date,  with  interest  at  six  per  cent.  (6%),  provided  all 
accrued  interest  now  due  is  paid  on  the  present  note,  and  eighty  (80) 


NEGOTIABLE  INSTRUMENTS.  1175 

shares  of  the  preferred  capital  stock  of  the  reorganized  Wolf  Company, 
representing  eight  thousand  dollars  ($8,000j  of  the  par  value  thereof, 
is  placed  with  him  as  collateral  to  secure  the  payment  of  the  note  of 
Aug.  Wolf  &  Co.,  above  mentioned.  The  present  note  to  be  surrendered 
and  new  note  accepted  simultaneously  with  the  delivery  of  the  stock 
above  referred  to. 

The  Wolf  Company,  in  consideration  of  the  surrender  of  its  note,  in 
case  reorganization  is  effected  within  the  time  nioiitioned,  agrees  to 
give  to  the  said  J.  S.  Allender  the  note  of  Aug.  Wolf  &  Co.,  for  eight 
thousand  dollars  ($8,000),  payable  twelve  months  after  date,  with  inter- 
est at  six  per  cent.  (6%),  secured  by  eighty  (80)  shares  of  the  preferred 
capital  stock  of  the  reorganized  Wolf  Company,  representing  eight 
thousand  dollars  ($8,000)  of  the  par  value  thereof;  also  to  pay  all 
accrued  interest  due  on  the  Wolf  Company 's  note  at  the  time  of  the 
e.xchauge  of  notes  is  made.  ....  j'-.' 

In  witness  whereof,  the  parties  have  hereunto  set  their  hands  and 
seals. 

J.    S.    Allender.     [Seal] 
The   Wolf    Company, 

By   H.    G.    Wolf,   President. 

Sixteenth  November,  1906.  I  hereby  assign  eighty  (80)  shares  of  my 
portion  of  the  preferred  capital  stock  of  the  reorganized  Wolf  Com- 
pany to  J.  S.  Allender,  and  hereby  authorize  the  treasurer  of  said  com- 
pany, in  case  said  reorganization  is  effected  within  the  time  mentioned, 
to  deliver  the  same  to  him  upon  his  acceptance  of  the  note  of  Aug. 
Wolf  &  Co.,  above  referred  to,  to  be  held  by  him  as  collateral  to  secure 
the  payment  of  the  note  of  Aug.  Wolf  &  Co.,  for  eight  thousand  dol- 
lars  ($8,000).  H.  G.  Wolf. 

See  In  re  Wolf  Co.,  164  Fed.  448. 

Form  1621. 
CORPORATE  CHECK. 

The     Company. 

General  OflSces:    St.,   

No ,19.... 

The Bank  of 

Pay  to  the  order  of   , 

Dollars  ($ ) 

The  ..^..^,^     ^^..^,^.^Cpmpany, 

By    .......... v.:.. 

President  (or  other  duly  authorised  officer.) 
See  note  to  next  form. 

Form  1622. 
CORPORATE  CHECK  (ANOTHER  FORM), 

No ,19.... 

To   The    Bank   of    

Street,   

Pav  to  the  order  of   ,  $ , 


1176    CORPORATION  FORMS  AND  PRECEDENTS. 

Dollars    through    the 

Clearing    House. 

The Cor[)oratioii, 

Asst.   Treasurer. 
^  Countersigned 

f 

Vice  President. 
See  as  to  the  liability  of  the  corporation  on  corporate  instruments  made 
out  in  the  name  of  an  officer  or  agent  instead  of  in  the  corporate  name, 
Cook  on  Corporations,  §  723;  Clark  &  M.,  Corp.,  §  744e. 
See  14orm   1510,  supra,  for  dividend  check. 

Form  1623. 
CORPORATE  CHECK  (ANOTHER  FORM). 

The    Company. 

, No 

,    ,    ,  19.. .. 

Pay  to  the  order  of   $ 

Dollars. 

For    

To    Bank.  The   Company, 

,    By    

President. 


Treasurer. 
See  note  to  preceding  form. 

Form  1624. 
ENDORSEMENT  OF  CHECK  BY  CORPORATION. 

Pav    to    the    order    of    .  .-.-rrj- >-....  .,    $     


The  Company, 

By  

President    (or  other  authorized  officer.) 
See  note  to  next  form. 

Form  1625. 
ENDORSEMENT  OF  CHECK  FOR  DEPOSIT. 

Pay   to   the   order   of   The Bank. 

The   Company, 

By   

Treasurer  (or  other  authorized  officer.) 
For  forms  of  endorsement  without  recourse,  see  Forms  1586,  1587,  supra. 
See  for  other  forms  of  endorsement,  Forms  1584-1590,  supra. 


NEGOTIABLE  INSTRUMENTS. 


1177 


Form  1626. 
VOUCHER-CHECK. 


t— 1 

w 

CO      . 

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02     . 

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H 

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No. 


New  York, 

The    Company. 

Pay  to  the  order  of    $ .  .  , 


Dollars. 


Payable  at 


, ,  Treasurer. 


Countersigned 
Bank, 
New  York. 


.\uditor. 


Asst.    Auditor. 


This  voucher  cherk   is  void   if  altered   in   any  way,   if  claimed   incorrect, 
return   without   indorsing   and   explain   difference. 


J 178     CORPORATIOxN  FORiMS  AND  PRECEDENTS. 

BEVERSE 

The   Compauy, 

Street,   New   York. 

To   Dr. 

19 


Bill  Rendered 

Less  Contra  Accciuiit  per  Statement  Herewith 

Approved  for  entry 

Entered  by 

Form  1627. 
VOUCHER  CHECK. 


Company. 


19.... 

Voucher  No.. 

Account 

Approved 

Approved  for  payment 

For  the  Comptroller 

iVame  and  address  of  Payee 


Payee  will  please  endorse  on  back. ' 


NEGOTIABLE  INSTRUMENTS. 


1179 


REVERSE 


^  -^  », 
a  3. 


p.   M 


lis 


0)    ^    EQ 


^  a 


,a  -e 


a  i 


^  3  F'-^ 

""  O   ^    rt 

J3  o   ^    O 

o  rt    O  ^ 

a  TT  —> 

o  c  B  e« 


Pay  to  the  order 
Countersigned 


Company.  Treas.   No 

Chicago,  111.,    ,  19.. 


.  100     Dollars. 
Company. 


Auditor  of  Disbursements 


For  Treasurer. 

To    Bank, 

> 

Form  1628. 
FORM  OF  LETTER  WHEN  VOUCHER  CHECK  IS  USED, 

President. 


The    Company 

General   OfTicos  and  Works  

Mess;s 


Bldg., 
.   19... 


Dear   Sirs:  —  We   l>cg  to   hand   ymi    herewith    Company's 

check  No to  your  order  on   Baik,  in  settle- 
ment of  your  account  for  $ 


1J80    CORPORATION  FORMS  AND  PRECEDENTS. 

In     acknowledgment,     kindly    sign     and    return    the    enclosed     Voucher 

(Xo )   at  your  convenience,  and  oblige, 

Yours  truly, 

The Company, 

By  

See  Forms  1508-1509,  for  letter  enclosing  dividend  check. 

Form  1629. 
VOUCHER. 


No. 

The    Company 

To    Dr. 

For 

Paid  by  Check  No 

Approved  for  Payment: 


Vice-President. 

Correct. 


Received   ,   19 ,  of  The   Company 

Dollars  in  full  of  the  above  account. 


Read  This:  The  above  receipt  must  be  dated  and  signed  by  the  party 
in  whose  favor  the  voucher  is  made;  or  when  signed  by  another  party  the 
authority  for  so  doing  must  accompany  it. 

Form  1630. 
BOND  OF  INDEMNITY  ON  PAYMENT  OF  LOST  NOTE. 

Know  all  men  by  these  presents,  that  we  ,  as  principal 

and ,  and ,  as  sureties,  all  of 

in  the  County  of ,  State  of ,  are  held  and  firmly 

bound  unto    Company,  a  corporation  organized  and  exist- 
ing under  the  laws  of  the  State  of   ,  in  the  penal  sum  of 

Dollars,  lawful  money  of  the  United  States  of  America,  to 

be  paid  unto  the  said Company,  its  successors  or  assigns;  to 

which  payment  well  and  truly  to  be  made  we  bind  ourselves,  our  heirs,  exec- 
utors  and   administrators,   jointly,   severally  and   firmly  by  these   presents. 

Sealed  with  our  seals  and  signed  by  us  this day  of , 

A.  D.  19 

The  condition  of  this  obligation  is  such.  That,  Whereas,  the  above  named 

Company,  obligee  in  this  Bond,  did  on  the day  of 

,  A.  D.  19 .... ,  make,  execute  and  deliver  to  the  above  bounden 

its  certain  promissory  note,  bearing  date  of  that  day,  for 

the  sum  of Dollars,  payable  on  the day  of , 

A.  D.  19.  . .  .,  to  the  order  of  the  said   ,  with  interest  on  the 

same  at  the  rate  of per  cent,  per  annum  until  paid,  which  said 

note  is  now  due,  and  the  above  is  desirous  of  having  the 

same  paid,  and  whereas,  the  said  note  is  now  lost  or  destroyed,  and  can- 
not be  produced  by  the  holder  thereof. 


NEGOTIABLE  INSTRUMENTS.  1181 

Now  therefore,  In  consideration  of  the  premises  and  of  the  present  pay- 
ment of  the  said  note  and  the  sum  therein  mentioned  to  the  said 

to  wit:  the  sum  of  Dollars,  the  receipt  whereof  is  hereby 

acknowledged,  if  the  above  bounden    and    and 

their  heirs,  executors,  or  administrators,  or  any  or  either  of 

them,  do   and   shall   from   time   to   time,  and   at  all   times   hereafter,  save, 

defend,  keej)  harmless,  and  indemnify  the  said   Company  and 

its  successors  of,  from  and  against  said  note,  and  its  future  collection,  and 
of  and  from  any  and  all  costs,  damages  and  expenses  that  shall  or  may 
happen  to  or  arise  from  the  collection,  or  attempted  collection  of  the  said 

note  against  the  said    Company  or   its  successors,  and  also 

will  deliver  up  to  it  the  said  note  for  cancellation  when  and  so  soon  as 
the  same  is  found,  then  this  obligation  to  be  void,  otherwise  to  be  in  full 
force,  eflfect   and  virtue. 

Signed,  Sealed  and  Qelivered  in  Presence  of 


[Seal.] 

[Seal.] 

[Seal.] 

See  next  form  and  notes  thereunder. 

Form  1631. 

BOND  OF  INDEMNITY  ON  PAYING  A  LOST  BOND 
(ANOTHER  FORM). 

Know  all  men  by  these  presents,  that  we  A.  B.,  as  principal  and  C.  D., 

as  surety  are  held  and  firmly  bound  unto   The   Company,  a 

corporation    organized    and    existing    under    the    laws    of    the    State    of 

,  in  the  just   and  full  sum  of    dollars ;   to  the 

payment  whereof,  well  and  truly  to  be  made  to  said  The Company, 

its  successors  or  assigns,  we  bind  ourselves,  our  heirs,  executors  and  admin- 
istrators, jointly  and  severally,  firmly  by  these  presents.  Sealed  with 
our  seals  and  dated  this day  of ,  in  the  year  19.  . .  . 

Whereas  the  above  named.  The  Company,  did,  by  its  bond 

or  obligation,  bearing  date  on  the   day  of    ,  in  the 

year  19.  . .  .,  become  bound  to  the  above  bound  A  B,  in  the   sum 

of    dollars,    conditioned    for   the    payment    of    

dollars  unto  the  said  A  B,  his  heirs,  executors,  tSrc,  on  or  before  the 

day   of    ,   in   the   year   19....,   as   in   and   by   the  said   bond, 

when  produced,   will   more   fully  appear: 

And  whereas  the  said  bond  is  alleged  to  be  lost,  or  so  mislaid  that  the 
same  cannot  be  found : 

And  whereas  said  The Company,  the  ilay  of  the  date  hereof, 

at  the  request  of  him,  the  said  A  B,  and  on  his  promise  of  indemnity,  has 
made  him  full  satisfaction  of  and  for  the  said  bond: 

Now,  the  condition  of  this  obligation  is  such,  that  if  the  above  bound 
A  B,  his  heirs,  executors,  or  administrators,  or  any  or  either  of  them,  do 
and  shall,  in  case  the  said  bond  or  obligation  shall  happen  to  be  found, 
or  come  to  his,  their  or  any  of  their  hands,  custody  or  power,  or  the 
hands,  custody  or  power  of  any  other  person  for  them,  deliver  or  cause 


1182     CORPORATION  FORMS  AND  PRECEDENTS. 

the  same  to  be  delivered  unto  said  The    Company,  and  its 

successors,  in  order  to  be  made  void,  cancelled  and  destroyed,  and  also 
shall  and  do,  from  time  to  time,  and  at  all  times  hereafter,  save,  keep 
harmless  and  indemnified,  said  The  Company  and  its  suc- 
cessors, of  and  from  all  actions,  suits,  costs,  charges,  damages  and  ex- 
penses whatsoever,  which  shall  or  may  at  any  time  hereafter  happen  or  come 
to  them,  for  or  by  reason  of  the  said  bond  or  obligation,  or  any  of  the 
money  thereby  paid,  or  for,  touching  and  concerning  the  same:  then  this 
obligation  to  be  void,  else  to  remain  in  full  force  and  virtue. 

[Seal.] 

[Seal.] 

See  preceding  form. 

The  foregoing  form  can  be  readily  adapted  to  the  case  of  a  lost  note. 

See   for  bonds  of  indenmity  in   case  of  lost  certificates  of  stock,  Forms 
1208-1210,  supra,  and  notes  thereunder. 


CHAPTER  XXVI. 
DEEDS,  M0UTGA(;ES  AND  LEASES. 

Form  1632. 
WARRANTY  DEED,   CORPORATION   TO   CORPORATION. 

Tliis   iiideiiture,  niado  this    day  of    ,  in  tlie  }ear  uf 

our  Lord  One  Thousand  Nine  Hundred   ,  between   , 

a  corporation  created  and  existing  under  and  by  virtue  of  the  laws  of  the 

State  of ,  and  doing  business  in  the  State  of , 

party  of  the  first  part,  and ,  a  corporation  created  and  exist- 
ing under  and  by  virtue  of  the  laws  of  the  State  of ,  having 

its  principal  office  in  the of   and  State  of 

,  party  of  the  second  part: 

Witncsseth,  That  the  said  party  of  the  first  part,  for  and  in  considera- 
tion of  the  sum  of Dollars  of  the  United  States  of  America 

to  it  in  hand  paid  by  the  said  party  of  the  second  part,  at  and  before 
the  sealing  and  delivery  of  these  presents,  the  receipt  whereof  is  hereby 
acknowledged,  and  the  said  party  of  the  second  part  and  its  successors 
forever  released,  acquitted  and  discharged  therefrom,  has  granted,  bar- 
gained, sold,  remised,  released,  conveyed,  aliened  and  confirmed,  and  by 
those  i)resents  does  grant,  bargain,  sell,  remise,  release,  convey,  alien  and 
confirm,  unto  the  said  party  of  the  second  part,  and  to  its  successors  and 

assigns   forever,   all   the   following   described   lot    ,   piece    ,   or 

parcel of  land,  situated  in  the of ,  County 

of   ,  and  State  of   and  kno^vn  and  described  as 

follows,    to-wit :     '. 

Together  with  all  and  singular  the  hereditaments  and  appurtenances 
thereunto  belonging,  or  in  anywise  appertaining,  and  the  reversion  and 
reversions,  remainder  and  remainders,  rents,  issues  and  profits  thereof;  and 
all  the  estate,  right,  title,  interest,  claim  or  demand  whatsoever,  of  the  said 
party  of  the  first  part,  both  in  law  and  in  equity  or  otherwise,  of,  in  and 
to  or  out  of,  the  above  bargained  premises,  with  the  hereditaments  and 
appurtenances;  to  have  and  to  hold  the  said  premises  above  bargained  and 
described,  with  the  appurtenances  thereunto  belonging  unto  the  said  party 
of  the  second  part,  its  successors  and  assigns,  and  unto  the  only  proper  use 
and  behoof  of  the  said  party  of  the  second  part,  its  successors  and  assigns, 
forever. 

And  the  party  .of  the  first  part,  for  itself  and  its  suc- 
cessors, does  covenant,  promise,  grant  and  agree,  to  and  with  the  said 
party  of  the  second  part,  its  successors  and  assigns,  that  at  the  time  of  the 
ensealing  and  delivery  of  these  presents,  it  is  well  seized  of  the  premises 
above  conveyed,  as  of  a  good,  sure,  perfect,  absolute  and  indefeasible  estate 
of  inheritance  in  law,  in  fee  simple,  and  has  good  right,  full  power,  and 
lawful  authority  to  grant,  liargain,  sell  and  convey  the  same  in  manner 
and  fornv  aforesaid,  and  that  the  same  are  free  and  clear  from  all  former 

1183 


1184    CORPORATION  FORMS  AND  PRECEDENTS. 

and  other  grants,  bargains,  sales,  liens,  judgments,  taxes,  assessments  and 
encumbrances,  of  what  kind  or  nature  soever;  and  the  above  bargained 
premises,  in  the  quiet  and  peaceable  possession  of  the  said  party  of  the 
second  part,  its  successors  and  assigns,  against  all  and  every  other  person 
or  persons  lawfully  claiming  or  to  claim  the  whole  or  any  part  thereof, 
the  said  party  of  the  first  part  shall  and  will  warrant  and  forever  defend. 
This    deed    is   executed    pursuant    to    authority    given    by   the    Board    of 

of  said  Corporation. 

In  testimony  whereof,  The  said hath  hereunto 

caused  its  corporate  seal  to  be  affixed,  and  these  presents  to  be  signed  by 

its President,  and  attested 

by  its    Secretary,   the   day 

and  year  first  above  written. 
Signed,  sealed  and  delivered 
in  presence  of 


By  

President. 

[Corporate  Seal] 

At|est : 

Secretary. 
(Add  acknowledgment.) 

The  above  deed  may  be  converted  into  a  special  warranty  deed  by  omit- 
ting the  fourth  paragraph,  beginning  with  the  words,  "And  the  said,  etc.," 
and  ending  with  the  words  "warrant  and  forever  defend,"  and  substitut- 
ing therefor  the  following  clause:   "And  also  that  it,  the  said , 

its  successors  and  assigns,  the  tract  and  parcel  of  land  and  premises  above 
described,  and  herein  mentioned  to  be  granted,  bargained,  and  sold,  with 

the  appurtenances,  unto  the  said    Company,  its  successors  and 

assigns,  shall  and  will  warrant  and  forever  defend,  by  these  premises, 
against  the  claims  of  all  persons  whomsoever,  claiming  in  any  manner  by, 

from,  under,  or  in  trust  for,  the  said Company,  party  of  the 

first  part,  or  its  successors." 

See  generally  as  to  the  formalities  of  a  corporate  deed,  Cook  on  Corpora- 
tions, §  722;  Clark  &  M.,  Corp.,  §  192. 

Form  1633. 
QUIT  CLAIM  DEED,  BY  CORPORATION. 

This   indenture,   made    this    day    of    in    the 

year  of  our  Lord  One  Thousand   Nine  Hundred    ,  between 

,  a  corporation  created  and  existing  by  virtue  of  the  laws  of 

the  State  of   and   doing  business  in  the  State  of   , 

party  of  the  first  part,  and *.....,  of  the  of 

in  the  County  of ,  and  State  of  .'. ,  party  of  the  second  part: 

Witnesseth,  That  the  said  party  of  the  first  part,  for  and  in  considera- 
tion of  the  sum  of Dollars  in  hand  paid  by  the  said  party  of 

the  second  part,  the  receipt  whereof  is  hereby  acknowledged,  and  the 
said  party  of  the  second  part  forever  released  and  discharged  there- 
from, has  remised,  released,  sold,  conveyed,  and  quit-claimed,  and  by  these 
presents   does   remise,   release,   sell,   convey  and  quit-claim,  unto  the  said 

party  of  the  second  part,   heirs  and  assigns  forever,  all  the 

right,  title,  interest,  claim  and  demand  which  said  party  of  the  first  part 


^  DEEDS,  MORTGAGES  AND  LEASES.  1185 

has  in  and  to  the  following  described  lot   ,  piece   ,  or  parcel 

of  land,  situated  in  the   of ,  County  of 

,  and   State  of    ,  and  known  and  described   as 

follows,  to-wit :    

To  have  and  to  hold  the  same,  together  with  all  and  singular  the  ap- 
purtenances and  privileges  thereunto  belonging,  or  in  any  wise  thereunto 
appertaining;  and  all  the  estate,  right,  title,  interest,  and  claim  whatever, 
of  the  said  i)arty  of  the  first  part,  either  in  law  or  equity,  to  the  only 
proper  use,  benefit  and  behoof  of  the  said  party  of  the  second  part, 
heirs,  and  assigns  forever. 

This  deed  is  executed  pursuant  to  authority  given  by  the  Board  of 
of  said  Company. 

In  testimony  whereof.  The  said   Company  hath  hereunto 

caused  its  corporate  seal  to  be  affixed,  and  these  presents  to  be  signed  by 

its    President,   and    attested   by   its    Secretary, 

the  day  and  year  first  above  written: 

Signed,  sealed  and  delivered 
in  presence  of 


By    

[Corporate  Seal]  President. 


Attest ; 


. ,  Secretary. 


(Add  acknowledgment.) 

See  notes  to  next  preceding  form. 

Form  1634. 
DECLARATION  OF  TRUST  IN  LAND. 

Know  all   Men  by  these  Presents: 

Whereas,  The  Company,  a  corporation  organized  and  exist- 
ing under  the  laws  of  the  State  of    ,  lately  purchased  of 

,   in  the  County  of   ,  State  of    ,  a 

certain  piece  or  parcel  of  land,  with  the  appurtenances  thereunto 
belonging,    known    and    described    as    follows,    to    wit:      (Describe    land.) 

,  situate,  lying  and  being  in  the  County  of  , 

State   of    ,   which   said    piece   or   parcel   of  land   was,   by   the 

direction  and  appointment  of  the  said  The  Company,  con- 
veyed to  me  as  grantee  thereof,  as  by  the  said 

conveyance   dated   the    day   of    ,   A.   D.   19....,   and 

recorded  in  the  Recorder's  office  of County,  State  of , 

in  Book of  Records,  on  page will  fully  appear. 

And  whereas,  I  had  no  right,  title  or  interest  in  or  to  said  piece  or  parcel 
of  land,  but  the  same  was  conveyed  to  me  as  grantee  to  hold  in  trust  for 
the  benefit  of  the  said  The   Company  and  its  successors. 

Now   Therefore,   Know   Ye,   That   T,   the   said    do   hereby 

acknowledge  and  declare,  that  I  am  nominated  and  named  as  grantee  in 
said  conveyance  upon  and  in  behalf  of  the  said  The  Com- 
pany and  its  successors,  as  trustee,  solely,  and  I  do  not  claim  to  have  any 
right,  title  or  interest  in  said  land  or  any  portion  fhereof,  by  virtue  of  said 
conveyance,  to  my  own  use  or  benefit,  but  solely*  to  the  use  and  benefit 


1186     CORPORATION  FORMS  AND  PRECEDENTS. 

of  the  said  The Company  and  its  successors;  and  I,  the  said 

,    do   for   myself   and   my   heirs   covenant   with   the   said   The 

Company  -by  these  presents  that  I  will  at  any  time  hereafter 

upon  the  proper  written  request  of  the  said   The   Company 

and   at   its   cost   and   expense,   by   good  assurance   and   conveyance   at   law, 
convey  and  assure  the  said  piece  or  parcel  of  land,  and  all  my  interest  as 

such  trustee  therein,   to   the  said   The    Company  or  to  such 

other  person  or  persons  as  it  shall  in  writing  nominate  or  appoint. 

In  Witness  Whereof,  I  have  hereunto  set  my  hand  and  seal  this 

day  of   ,  A.  D.,  19 

[Seal.] 

(Add  acknowledgment.) 

Form  1635. 
DECLARATION  BY  TRUSTEE  OF  A  TRUST. 

TO  ALL  TO  WHOM  THESE  PBESENTS  SHALL  CO.ME— GREETING: 

Whereas,  By   a   deed  bearing   date   the    day  of    , 

A.   D.   19 ,   one    of    ,   in  the   County  of 

and  State  of   for  and  in  consideration  of 

Dollars,  therein  stated  and  expressed,  did  convey  and  grant 

to  me, the  following  lands  and  real  estate,  with  the  appur- 
tenances thereunto   belonging,   to   wit:       (Describe   land)     , 

situate,-  lying  and  being  in  the  County   of    and   State   of 

,  to  hold  to  me  and  my  heirs,  executors  and  administrators, 

which  lands  and  real  estate  were  heretofore  the  estate  of 

Now  therefore,   know  ye,  That   I   the  said    do   hereby 

acknowledge,   testify  and   declare  for  myself  my  heirs,   executors  and  ad- 
ministrators, that  the  said  lands  and  real  estate  are  the  proper  lands  and 

real   estate   of   The    Company,   a   corporation   organized   and 

existing  under  the  laws  of  the  State  of   ,  and  that  the  name 

of  me,  the  said    ,  in  the  said  conveyance  as  grantee,   is  only 

used  in  trust  for  it  said  The Company  and  that  I  have  no 

right,  title  or  interest  in  the  said  lands,  or  real  estate,  or  any  part  thereof, 

except  as  the  trustee  of  said  The Company  and  its  successors, 

and  that  I,  my  heirs,  executors  and  administrators  will,  upon  the  written 

request  of  said  The Company  and  its  successors,  and  at   its  or 

their  proper  costs  and  charges,  make  a  proper  release  in  writing  of  the  trust 

hereby   created,   and  will   convey   and   assure  to   said   The    

Company  and  its  successors  the  said  lands  and  real  estate,  so  as  aforesaid 
conveyed  to  me  in  trust,  together  with  all  and  singular  my  estate,  right, 

title  and  interest  therein,  in  such  manner  as  by  it,  said  The 

Company,  or  its  counsel,  learned  in  the  law,  shall  be  reasonably  requested. 

In  Witness  Wherof,  I  have  hereunto  set  my  hand  and  seal  this 

day  of ,  A.  D.  19 

[Seal.] 

(Add  acknowledgment.) 


DEEDS,  MORTGAGES  AND  LEASES.  1187 

Form  1636. 
ARTICLES  OF  AGREEMENT  FOR  WARRANTY  DEED. 

Articles  of   Agreement,    Made   this    day   of    ,    in   the 

year  of  our  Lord  One  Thousand  Nine  Hundred  and ,  between 

,  party  of  the  first  part,  and  The   Company,  a 

corporation  organized  and  existing  under  the  laws  of  the  State  of 
,  i)arty  of  the  second  part: 

Witnesseth,  That,  if  the  party  of  the  second  part  shall  first  make  the 
payments  and  perform  the  covenants  hereinafter  mentioned  on  its  part 
to  be  made  and  performed,  the  said  party  of  the  first  part  hereby  covenants 
and  agrees  to  convey  and  assure  to  the  said  party  of  the  second  part,  in 
fee  simple,   clear  of  all   incumbrances   whatever,  by  a  good   and  sufficient 

Warranty  Deed,  the  lot ,  piece ,  or  parcel   of  ground, 

situated  in  the  County  of   and  State  of ^ . ,  known  and 

described  as  (Description.)  ,  and  the  said  party  of  the  sec- 
ond part  hereby  covenants  and  agrees  to  pay  to  the  said  party  of  the  first 

part  the  sum  of   Dollars  in  the  manner  following:    

with  interest   at  the  rate  of    per   centum  per  annum,   payable 

annually,  on  the  whole  sum  remaining  from  time  to  time  unpaid,  and  to 
pay   all   taxes,   assessments   or    impositions   that   may  be   legally   levied   or 

imposed  upon  said  land,  subsequent  to  the  year  And  in  case  of 

the  failure  of  the  said  party  of  the  second  part  to  make  either  of  the  pay- 
ments, or  any  part  thereof,  or  perform  any  of  the  covenants  on  its  part 
hereby  made  and  entered  into,  this  contract  shall,  at  the  option  of  the 
party  of  the  first  part,  be  forfeited  and  determined,  and  the  party  of  the 
second  part  shall  forfeit  all  payments  made  by  it  ou  this  contract,  and  such 
payments  shall  be  retained  by  the  said  party  of  the  first  part  in  full  satis- 
faction and  in  liquidation  of  all  damages  by    sustained, 

and shall  have  the  right  to  re-enter  and  take  possession  of 

the  premises  aforesaid. 

It  is  Mutually  Agreed,  By  and  between  the  parties  hereto,  that  the  time 
of  payment  shall  be  the  essence  of  this  contract  and  that  all  the  covenants 
and  agreements  herein  contained  shall  extend  to  and  be  obligatory  upon 
the  heirs,  executors,  administrators  and  assigns  of  the  party  of  the  first 
part  and  the  successors  and  assigns  of  the  party  of  the  second  part. 

In  Witness  Whereof,  The  said  party  of  the  first  part  has  hereunto  set 

hand  and  seal  and  the  said  party  of  the  second  part  has  caused  these  presents 
to  be  signed  by  its  President,  thereunto  duly  authorized,  and  its  corporate 
seal  to  be  hereunto  atlixed  and  attested  by  its  secretary  the  day  and  year 
first  above  written. 
Witnesses   of    signature    of 

party  of  the  first  part: 

[Sbaj^] 

The    Company, 

[Corporate  Seal]  By  

Attest:  Its  President. 


Secretary. 
(Add   acknowledgment   of   first  party.) 


1188    CORPORATION  FORMS  AND  PRECEDENTS. 

!5ce   for   agroemcuts   lor   sale   of   corporate   property,   Forms    1236-1289, 
supra,  and  notes  thereunder,  and  Chapters  XIV  and  XV,  supra. 
See  note  to  Form  1632,  s%ipra. 

Form  1637. 
BOND  FOR  DEED. 

Know  all  Men  by  these  Presents,  That   of  the  County  of 

and   State  of    held  and  firmly  bound 

unto    Company,  a  corporation  organized   and  existing  under 

the  laws  of  the  State  of   ,  in  the  penal  sum  of   

Dollars,  to  be  paid  unto  the  said   Company,  its  successors  or 

assigns,  to  which  payment,  well  and  truly  to  be  made bind 

heirs,  executors,  administrators,  and  every  of  them,  firmly 

by  these  Presents. 

Sealed  with  seal,   and  dated  the   day  of 

A.  D.  19 

The  Condition  of  the  above  Obligation  is  Such,  That,  whereas,  the  above 

bounden    ha.  . .  .    this  day  sold  to  the  said   

Company,  its  successors  and  assigns,  for  the  sum  of   Dollars, 

all  the  following  described  lot....,  piece   .,..,  or  parcel   ....   of  land,  to 

wit:   (Description.)  which  sum  of Dollars  is  to  be  paid  in  the 

manner   following : 

with  interest  at  the  rate  of per  cent,  per  annum  payable 

annually  on  the  whole  sum  remaining  from  time  to  time  unpaid. 

Upon  the  payment  of  the  said  sums  being  made  at  the  time  and  in  the 
manner  aforesaid,  and  of  all  taxes,   assessments,  or  impositions  that  may 

be  legally  levied  or  imposed  upon  said  land  subsequent  to   

A.  D.   19....,  the  said   heirs,  executors,  and  assigns,  covenant 

and  agree   to  and  with  the  said    Company. 

its  successors  and  assigns  to  execute  a  good  and  sufficient  deed  of  con- 
veyance, in  fee  simple,  free  from  all  incumbrance,  with  full  covenants  of 
warranty  for  the  above  described  premises. 

Now,  If  the  said    shall  well  and  truly  keep,   observe, 

and    perform    covenants    and    agreements    herein    contained 

on   part,  to  be  kept  and  performed,  then  this  obligation  to  be 

void:  otherwise  to  remain  in  full  force  and  virtue.  It  is  expressly  under- 
stood and  agreed  by  and  between  the  parties  hereto,  that  time  is  of  the 
essence  of  this  contract,  and,  that  in  the  event  of  the  non-payment  of 
said  sum  of  money,   or  any  part  thereof,   or  the   interest  thereon,   at   the 

time  or  times  herein  named  for  its  payment,  then  the  said 

absolutely   discharged   at  law  and   in  equity  from  any  and  all  liability  tc 

make   and   execute   such    deed. 

Sealed   and   Delivered   in  the  Presence  of 


[Seal.] 

(Add   Acknowledgment.) 
See  note  to  next  preceding  form. 


DEEDS,  MORTGAGES  AND  LEASES.  1189 

Form  1638. 
BOND  FOR  DEED  TO  MINING  PROPERTY. 

Know  all  Men  by  these  Presents,  That of  the  County  of 

and  State  of ,   held  and  firmly  bound 

unto    Company,  a  corporation,  organized   and  existing 

under  t  lie  laws  of  the  State  of   ,  in  the  sum  of   

Dollars,  lawful  money  of  the  United  States,  as  liquidated  damages  for 
the  breach  thereof,  and  not  as  a  penalty,  for  the  payment  of  which  sura 

well  and  truly  to  be  made, hereby  bind sel , 

heirs,  executors,  administrators  and  assigns,  firndy  by  these  presents. 

Witness    hand    and  seal    this 

day   of    ,   A.   1).    19 

The    Conditions    of    the    above    obligation    are    such,    that    whereas,    the 

above  bounden  '.  .  ha on  the  day  of  the  date 

hereof,  sold  to  the  said  Company  the  following  described 

Mining   Property,   lying,   being   and   situate   in   the  County   of    

and   State   of    to   wit:     (Description)    for   the   sum   of 

Dollars,    lawful    money    of    the    United    States,    payable 

in  the  following  manner,  to  wit:    Dollars  at  the  signing  and 

delivering  of  these  presents    which  sums  of  money  are 

to   be   paid   to   the   said    or   deposited    to    the    credit    of 

in   the    in  the  city   of    

on  or  before  the  dates  herein  specified. 

Now,   if   the  said    shall,  on   the    day   of 

,  A.  D.   19....,  or  at  any  time  before,  on  the  payment 

of  the  sum  of   Dollars,  so  to  be  paid  as  hereinbefore 

mentioned,  make,  execute,  acknowledge  and  deliver  unto  the  said 

Company  or  to  such  person  or  persons  as  it  shall  designate,  a  good  and 
suflicient  deed  or  deeds  of  all  the  above-described  mining  property,  showing 
a  clear  and  perfect  title,  free  from  all  incumbrances  (except  as  against  the 
United  States)  ;  then  this  obligation  to  be  null  and  void,  otherwise  to  be 
and  remain  in  full  force  and  effect. 

And    it    is    hereby    stipulated    and    agreed.    That    in    the    event    of    the 

failure    of    the    said    Company    to    pay    each    of    said 

sums  of  money  promptly  at  the  time  or  times  hereinbefore  specified,  then 

the   said    Company   shall   have   no    further   right,   title 

or   interest  under  this  contract,  and  the  said    shall  retain   the 

sum  or  sums  of  money  that  may  have  been  paid  by  the  said 

under  this  contract  as  its  compensation  for  the  use  of  the  property  herein 

described  by  the  said   Company,  time  being  the  essence  of 

this  contract  in  all  particulars. 

Signed,   Sealed  and   Delivered,   in   Presence   of: 


[Seal.] 

STATE    OF    ,1  ■■-.   r,.-- 

County  of  •. (  ^^ ' 

Be  it  Known,  That   on  this    day   of    ,  A.  D. 

19.  .  .  .,  before  nie    personally  came    to  me 

known  as  the  person    described  in,  and  who  executed  the  foregoing 


1190    CORPORATION  FORMS  AND  PRECEDENTS. 

instrument    of    ■nriting,    and    acknowledged    the    execution    thereof    to    be 

free  act  and  deed,  for  the  uses  and  purposes  therein  mentioned. 

Given   under  my   hand   and  seal,   this    day  of    , 

A.  D.  19....         ' 


See  note  to  Form  1636,  siipra. 

Form  1639. 
RESOLUTION  OF  STOCKHOLDERS  AUTHORIZING  LOAN. 

Whereas,  it  is  necessary  to  negotiate  a  loan  of  at  least  $20,000  to  provide 
for  the  payment  of  the  debts  of  this  corporation,  and, 

"Whereas,  arrangements  have  been  perfected  for  the  negotiation  of  said 
loan  from of  the  city  of ,  State  of , 

Therefore  be  it  resolved  that  the  president  or  vice  president  and 
secretary  of  this  company  be  authorized  and  directed  to  negotiate  a 
loan  of  not  less  than  $20,000,  said  loan  bearing  interest  from  date  at  6% 
per  annum,  payable  semiannually,  and  to  execute  the  note  or  notes  of  this 
company  therefor,  and  as  security  for  the  payment  thereof  the  said  of- 
ficers of  this  corporation  are  authorized  and  instructed  to  execute  a  mort- 
gage upon  all  the  property  of  this  corporation. 

Be  it  further  resolved  that  the  said  mortgage,  a  copy  whereof  is  now  pre- 
sented to  the  meeting  and  read,  be  executed  by  the  president  or  vice  presi- 
dent and  attested  by  the  secretary  and  the  common  seal  of  the  corporation 
affixed  thereto. 

In  re  Builders'  Lumber  Co.,  148  Fed.  244. 

Form  1640. 

RESOLUTION  OF  STOCKHOLDERS  AUTHORIZING 
MORTGAGE. 

Resolved   that   the   proper   officers   of   the    *. Company   are 

hereby  authorized  and  instructed  to  execute  a  mortgage  or  deed  of  trust 
in  the  name  of  the  company  upon  all  property  of  the  company,  except  its 
lumber  and  logs,  in  and  according  to  a  form  to  be  approved  by  the  directors 
and  counsel  selected  by  them,  for  the  purpose  of  securing  a  sum  not  exceed- 
ing $20,000,  to  bear  interest  at  the  rate  of  six  per  cent,  per  annum. 

Further  Eesolved,  That  the  board  of  directors  are  authorized  to  empower 

the  vice  president  to  sign  the  name  of  the  company  by ,  vice 

president,  and  to  attach  the  common  seal  of  this  company^  to  be  attested 
by  the  secretary  to  said  mortgage  and  to  notes  or  bonds  secured  thereby. 

See  notes  to  next  preceding  form. 

Form  1641. 
MORTGAGE  BY  CORPORATION  TO  CORPORATION. 

This  Indenture,  Made  this day  of in  the  year  of 

our  Lord  One  Thousand  Nine  Hundred ,  between ,  a 

corporation  created  and  existing  under  and  by  virtue  of  the  laws  of  the 
State  of ,  and  doing  business  in  the  State  of t 


DEEDS,  MORTGAGES  AND  LEASES.  1191 

party  of  the  first  part,  and ,  a  corporation  created  and  existing 

under  and  \>y  virtue  of  tiie  laws  of  the  State  of ,  having  its 

principal  olliee   in  tho   of    and   State  of    , 

party  of  the  second  part: 

Whereas,  Tho    ji'stlv   indebted  to  the  said   party  of  the 

second  part  iu  the  sum  of Dollars,  secured  to  be  paid  by 

certain  

Now,  Therefore,  This  Indenture  Witnesseth,  That  the  said  party  of  the 
first  part,  for  the  better  securing  the  payment  of  the  money  aforesaid,  with 

interest  thereon  according  to  the  tenor  and  effect  of  the  said 

above  mentioned,  and  also  in  consideration  of  the  further  sum  of  One 
Dollar,  to  it  in  hand  paid  by  the  said  i)arty  of  the  second  i>art,  at  the 
delivery  of  these  presents,  the  receipt  whereof  is  hereby  acknowledged,  has 
granted,  bargained,  sold,  remised,  released,  conveyed,  aliened  and  confirmed, 
and  by  these  presents  does  grant,  bargain,  sell,  remise,  release,  convey, 
alien  and  confirm  unto  the  said  party  of  the  second  part,  and  to  its  suc- 
cessors and  assigns  forever,  all  the  following  described  lot  ...  .,  piece  .  .  .  ., 
or  i)arcel  ....  of  land,  together  with  all  the  rents,  issues  and  profits  thereof, 

situate  in  the   of   ,  county  of   and  State 

of and  known  and  described  as  follows,  to-wit:    (Description) 


To  Have  and  to  Hold  The  Same,  Together  with  all  and  singular  the 
tenements,  hereditaments,  privileges,  and  appurtenances  thereunto  belong- 
ing, or  in  any  wise  ap{Jertainiug;  and  also,  all  the  estate,  interest  and  claim 
whatsoever,  in  law  as  well  as  in  equity,  which  the  said  party  of  the  first 
part  has  in  and  to  the  premises,  hereby  conveyed  unto  the  said  party  of  tho 
second 'part,  its  successors  and  assigns,  and  to  their  only  proper  use,  benefit 
and  behoof,  forever; 

Provided  Always,  And  these  presents  are  upon  this  express  condition, 
that  if  the  said  party  of  the  first  part,  its  successors  or  assigns,  shall  well 
and  truly  pay,  or  cause  to  be  paid,  to  the  said  party  of  the  second  part, 
its  successors  or  assigns,  the  aforesaid  sum  of  money,  with  interest  thereon, 

at  the  time  and  in  the  manner  specified  in  the  above  mentioned 

according  to  the  true  intent  and  meaning  thereof,  then  and  in  that  case, 
these  presents  and  everything  herein  expressed,  shall  be  absolutely  null 
and  void. 

But  it  is  Further  Provided  and  Agreed,  That  if  default  be  made  in  the 
payment  of  the  said or  any  part  thereof,  or  the  interest  there- 
on, or  any  part  thereof,  at  the  time  and  in  the  manner  and  at  the  place 
above  limited  and  specified  for  the  payment  thereof,  or  in  case  of  waste  or 
non-payment  of  taxes  or  assessments',  or  neglect  to  procure  or  renew  insur- 
ance, as  hereinafter  provided,  or  in  case  of  the  breach  of  any  of  the  cove- 
nants or  agreements  herein  contained,  then  and  in  such  case,  the  whole  of 

said   principal   and    interest    secured   by   the   said    in    this 

Mortgage  mentioned,  shall  thereupon  at  the  option  of  tho  said  party  of  the 
second  part,  its  successors,  attorneys  or  assigns,  become  immediately  due 

and  payable;  anything  herein  or  in  said   contained  to  the 

contrary  notwithstanding,  and  this  Mortgage  may  then  be  immediately 
foreclosed  to  pay  the  same  by  said  party  of  the  second  part,  its  successors 
or  assigns,  and  it  shall  be  lawful  for  the  party  of  the  second  part,  its 
successors,  attorneys,  or  assigns,  to  enter  into  and  upon  the  premises  hereby 


1192    CORPORATION  FORMS  AND  PRECEDENTS. 

granted,   or   any  part   thereof,  and  to  receive  all  rents,  issues  and  profits 

thereof.     And  the  party  of  the  first  part  hereby  authorize and 

empower    any  attorney  of  any  court   of  record  to  enter  its 

appearance  upon  the  filing  of  any  bill  to  foreclose  this  Mortgage  in  any 
court  having  jurisdiction  thereof,  and  to  file  an  answer  for  it  and  in  its 

name,  stating  the  amount  that  may  then  be  owing  on  said  .  . .  .• in  this 

^Mortgage  mentioned  for  principal  and  interest,  also  for  costs,  taxes, 
insurance,  attorneys'  fees,  and  other  money  expended  under  the  provisions 
contained  herein,  whether  the  same  be  due  by  the  terms  of  this  Mortgage, 
or  by  the  option  of  the  said  party  of  the  second  part,  its  successors  or 
assigns,  and  to  consent  and  agree  to  an  immediate  decree  being  entered 
for  the  amount  therein  stated  to  be  so  due  and  owing  in  favor  of  the  said 
party  of  the  second  part,  its  successors  or  assigns,  and  to  consent  and 
agree  that  an  immediate  sale  of  said  premises  may  be  made,"  and  that 
no  appeal  shall  be  taken  from  such  decree  or  writ  of  error  sued  out  thereon. 

In  case  of  the  filing  of  any  bill  in  any  court  of  competent  jurisdiction 

to  foreclose  this   Mortgage,  the  court  may  appoint    or  any 

suitable  person,  Eeceiver,  with  power  t<?  collect  the  rents,  issues  and 
profits  arising  out  of  said  premises  during  the  pendency  of  such  fore- 
closure suit,  and  until  the  right  to  redeem  said  premises  from  any  sale 
thereof,  to  be  made  by  virtue  of  said  proceedings,  shall  have  expired,  and 
such  rents,  issues  and  profits  shall  be  applied  toward  the  payment  of  said 
indebtedness,  and  the  costs  of  such  foreclosure.  And  upon  the  foreclosure 
of  this  Mortgage  by  proceedings  in  court,  or  in  case  of  any  suit  or  proceed- 
ing at  law  or  in  equity,  wherein  said  party  of  the  second  part,  its  succes- 
sors or  assigns,  or  the  legal  holder  of  said or  either  of  them, 

shall  be  a  party  plaintiff  or  defendant,  by  reason  of  their  being  a  party 

to  this  Mortgage,  or  a  holder  of  either  of  said he  or  they 

shall  be  allowed  and  paid  by  the  said  party  of  the  first  part,  their  reason- 
able costs   and  charges,  and    dollars,   as  attorneys '  and 

solicitors'  fees  in  such  suit  or  proceeding,  and  the  same  shall  be  included 
as  a  part  of  the  costs  in  any  decree  for  the  foreclosure  of  this  Mortgage, 
or  the  sale  of  said  premises. 

And  in  consideration  of  the  money  loaned  as  aforesaid  to  the  said 
party  of  the  first  part,  and  in  order  to  create  a  first  lien  and  incumbrance 
on  said  premises  under  this  Mortgage,  for  the  purposes  aforesaid,  and  to 
carry  out  the  foregoing  specific  application  of  the  proceeds  of  any  sale 
that  may  be  made  by  virtue  hereof,  the  said  party  of  the  first  part  doth 
hereby  agree  to  surrender  up  possession  thereof  to  the  purchaser  or  pur- 
chasers at  such  sale,  or  to  any  receiver  that  may  be  appointed  by  the 
court,  peaceably  on   demand. 

And  the  said for  itself  and  its  successors  and  assigns 

covenants  and  agrees  to  and  with  the  said  party  of  the  second  part,  its 
successors  and  assigns,  that  at  the  time  of  the  ensealing  and  delivery  of 
these  presents  it  is  well  seized  of  said  premises  in  fee  simple,  and  has 
good  right,  full  power  and  lawful  authority  to  grant,  bargain  and  sell  the 
same  in  manner  and  form  as  aforesaid;  that  the  same  are  free  and  clear 
of  all  liens  and  incumbrances  whatsoever;  and  that  it  will  forever  warrant 
and  defend  the  same  against  all  lawful  claims;  that  the  said  party  of  the 
first  part  will  in  due  season  pay  all  taxes  and  assessments  on  said  premises 
and  exhibit  once  a  year,  on  demand,  receipts  of  the  proper  persons  to  said 


DEEDS,  MORTGAGES  AND  LEASES.  1195 

party  of  tbe  second  part,  or  its  assigns,  sliowing  payment  thereof,  until 
the  indebtedness  aforesaid  shall  be  fully  paid;  and  will  keep  all  buildings 
that  may  at  any  time  be  on  said  premises  during  the  continuance  of  said 
indebtedness,  insured  in  such  company  or  companies  as  the  said  party  of 
the  second  part,  or  its  successors  or  assigns  may  from  time  to  time  direct, 
for  such  sum  or  sums  as  such  company  or  companies  will  insure  for,  not 
to  exceed  the  amount  of  said  indebtedness,  except  at  the  option  of  said 
party  of  the  first  part,  and  will  make  the  loss,  if  any,  payable  to,  and 
deposit  the  policy  or  policies  with  the  said  party  of  the  second  part,  its 
successors  or  assigns,  as  further  security  for  the  indebtedness  aforesaid. 
And  in  case  of  the  refusal  or  neglect  of  said  party  of  the  first  part,  or 
either  of  them,  thus  to  insure,  or  assign  the  policies  of  insurance,*  or  to 
pay  taxes,  said  party  of  the  second  part,  its  successors  or  assigns,  or 
either  of  them,  may  procure  such  insurance  or  pay  such  taxes,  and  all 
moneys  thus  paid  with  interest  thereon  at  seven  per  cent,  per  annum, 
shall  become  so  much  additional  indebtedness,  secured  by  this  .Mortgage, 
and  to  be  paid  out  of  the  proceeds  of  sale  of  the  lands  and  premises 
aforesaid,   if    not   otherwise   paid   by   said   party   of   the   first   part.      This 

.Mortgage  is  executed  pursuant  to  authority  given  by  the  Board  of 

of  said  corporation. 

And  it  is  stipulated  and  agreed.  That  in  case  of  default  in  any  of  said 
payments   of   principal    or   interest,   according  to   the   tenor   and   effect   of 

said   aforesaid,  or  either  of  them,  or  any  part  thereof, 

or  of  a  breach  of  any  of  the  covenants  or  agreements  herein  by  the  party 
of  the  first  part,  its  successors  or  assigns,  then,  and  in  that  case,  the  whole 
of  said  ])rincipal  sum  hereby  secured,  and  the  interest  thereon  to  the  time 
of  sale,  may  at  once,  at  the  option  of  the  said  party  of  the  second  part, 
its  successors,  attorneys  or  assigns,  become  due  and  payable,  and  this 
Mortgage  may  be  foreclosed  in  the  manner  and  with  the  same  effect  as 
if  the  said  indebtedness  had  matured. 

In  testimony  whereof.  The  said Company  hath  here- 
Signed,    sealed    and    delivered'!       unto    caused    its    corporate    seal    to    be 
in  presence  of                       hereunto  affixed,  and  these  presents  to  be 

signed  by  its   President,  and 

attested  by  its Secretary,  the 

day  and  year  first  above  written. 


By    

President. 


Attest : 


Secretary. 
(Add   acknowledgment.) 
See  as  to  the  power  of  corporations  to  execute  mortgages.  Cook  on  Corpo- 
rations, §  779  et  se({.;  Clark  &  M.,  Corp.,  §§  154,  159,  163. 

See,   also,   Chapter   XXVII,   post,   for   various   forms   of    mortgages   and 
trust  deeds  by  corporations. 


1194    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1642. 

RELEASE  OF  MORTGAGE  BY  CORPORATION 
(ILLINOIS  FORM). 

Know  all  men  by  these  presents,  That  the   ,  a  corporation 

existing  under  the  laws  of  the  State  of  Illinois,  for  and  in  consideration  of 
one  dollar,  and  for  other  good  and  valuable  considerations,  the  receipt 
whereof  is  hereby  confessed,  does  hereby  Remise,  Convey,  Eelease  and  Quit- 
Claim  unto   of  the  County  of   and  State  of 

Illinois,  all  the  right,  title,  interest,  claim  or  demand  whatsoever  it  may 
have  acquired  in,  through  or  by  a  certain  mortgage  deed  bearing  date  the 

day  of    ,  A.  D.   19 .... ,  and  recorded  in  the 

Recorder  's  office  of County,  in  the  State  of  Illinois,  in  Book 

of  Eeeords,  on  page ,  as  Document  No ,  to  the  premises 

therein  described,  situated  in  the  County  of   and  State  of  Illinois, 

as  follows,  to-wit:    (Description.) 

In  testimony  whereof.  The  said    hath  hereunto  caused 

its  corporate  seal  to  be  affixed,  and  these  presents  to  be  signed  by  its 

President,   and  attested  by   its    .......    Secretary,   this    day  of 

,  A.  D.  19 


By 

[Seal.]  President. 


Attest : 


Secretary. 


STATE    OF    ,| 

County    of    i^  ^^■ 

I,   ,  in  and  for  said  County  in  the  State  aforesaid,  do 

hereby  certify  that personally  known  to  me  to  be  the 

President  of  the and personally  known  to  me  to  be 

the   Secretary  of  said   whose  names  are  subscribed 

to  the  foregoing  instrument,  appeared  before  me  this  day  in  person   and 

severally  acknowledged  that  as  such   President  and 

Secretary,   they   signed   and   delivered   the   said    instrument   of   writing   as 

President   and    Secretary   of   said    

and  caused  the  corporate  seal  of  said to  be  affixed  thereto,  pur- 
suant to  authority  given  by  the  Board  of of  said as 

their  free  and  voluntary  act,  and  as  the  free  and  voluntary  act  and  deed 
of  said for  the  uses  and  purposes  therein  set  forth. 

Given  Under  my  hand  and seal  this day  of 

A.  D.  19.... 


[Seal.]  

See  generally  as  to  release  of  mortgage  by  a  corporation,  Cook  on  Corpo 
rations,  §§  811,  816. 


DEEDS,  MORTGAGES  AND  LEASES.  1195 

Form  1643. 

RELEASE  OF  MORTGAGE  BY  CORPORATION 
(ANOTHER  FORM). 

Know  all   men  by  these  proseuts,   That    ,  a  Corporation  duly 

organized   and   existing   under  and  by   virtue  of  the   laws  of  tlie   State  of 

having  its  principal  office  and  place  of  business  located  in  the 

of   ,  in  the  County  of   in  the  State  of 

,  for  and  in  consideration  of  the  payment  to   it   in  full  of  the 

indebtedness  secured  by  the  instrument  hereinafter  descriljed,  the  receipt 
whereof   is   hereby  acknowledged,   does   hereby  remise,   release,   convey  and 

quitclaim  unto of  the ,  County  of and  State 

of   ,  all  the  right,  title,  interest,  claim  and  demand  whatsoever 

which  it  had  acquired  in,  by  or  through  a  certain  Mortgage  Deed,  l>earing 

date  the day  of ,  A.  D.  19 .... ,  and  recorded  in 

the  Recorder 's  Office  of   County  in  the  State  of   

in  Book of Page ,  in  and  to  the  prem- 
ises situated  in  the   of   ,  in  said  County  of 

and  in  said  Mortgage  Deed  descriljcd  as  follows  to-wit : 

(Description) 

Together  with  all  the  privileges  and  appurtenances  thereto  belonging 
or    appertaining. 

In  witness  whereof,  the  said  Corporation  has  caused  this  instrument  to 
be  subscribed  by  its  President  and  attested  by  its  Secretary,  and  its 
Corporate  Seal  to  be  hereto  affixed,  this day  of ,  A.  D.  19.  . .  . 


By  

[Seal.]  President. 

Attest :    

Secretary. 
(Add   acknowledgment.) 
See  preceding  form,  and  notes  thereunder. 

Form  1644. 
RELEASE  OF  PART  OF  MORTGAGED  PREMISES. 

Know  all  Men  by  these  Presents,  That  The Company,  a  cor- 
poration organized  and  existing  under  the  laws  of  the  State  of , 

for  and  in  consideration  of  the  sum  of Dollars,  and  for  other 

good  and  valuable  considerations,  the  receipt  whereof  is  hereby  confessed, 
does  hereby  remise,  release  and  discharge  the  premises  hereinafter  particu- 
larly described  from  the  lien  of  a  certain  mortgage  executed  by 

to  said  The Company,  dated ,  A.  D.  19.  .  .  .,  recorded 

in  the  year  of  our  Lord  One  Thousand  Nine  Hundred  and , 

in  book on  page of  the  records  of County, 

Said   above   mentioned  premises  being  situated   in   the    of 

,   County   of    in   the   State   of    and 

particularly  described  as  follows:      (Description.)    

It  is  hereby  expressly  understood  that  this  release  shall  not  affect  or  im- 
pair the  security  of  said  mortgage  upon  any  portion  of  said  premises,  except 
the  premises  hereinabove  particularly  described. 


1196    CORPORATION  FORMS  AND  PRECEDENTS. 

In   witness   whereof   said   The    Company  has   caused  these 

presents  to  be  signed  by  its  President  thereunto   duly  authorized  and  its 

corporate  seal  to  be  hereunto  affixed  and  attested  by  its  Secretary  this 

day  of   19 

The Company, 

By' 

[Corporate  Seal.]  Its  President. 

Attest: 


Secretary. 
(Add  acknowledgment.) 
See  note  to  Form  1642,  supra. 

Form  1645. 

CHATTEL  MORTGAGE  OF  CORPORATION  TO 
INDIVIDUAL  (ILLINOIS  FORM). 

Know  all  men  by  these  presents,  That ,  a  corporation  created 

and  existing  by  virtue  of  the  laws  of  the  State  of ,  and  doing 

business    in   the   State   of    ,   in   consideration    of   the   sum   of 

Dollars,  to  it   paid  by    of  the   County  of 

,   and   State  of    ,  the   receipt  whereof  is  hereby 

acknowledged,  doth   hereby  grant,   sell,  convey  and  confirm,  unto  the  said 

and  to heirs  and  assigns,  the  following  goods  and 

chattels,  to-wit :   (Description.) 

To  have  and  to  hold  all  and  singular  the  said  goods  and  chattels,  unto 
the  said  mortgagee  herein,  and  heirs,  executors,  admin- 
istrators  and   assigns   to    and   their  sole   use,   forever.      And 

the   mortgagor   herein   for   itself,    its   successors   and    assigns    does   hereby 

covenant  to  and  with  the  said  mortgagee   heirs,  executors, 

administrators  and  assigns,  that  said  mortgagor  is  lawfully  possessed  of 
the  said  goods  and  chattels,  as  of  its  own  property;  that  the  same  are  free 
from  all   encumbrances,  and  that   it  will,  and  its  successors  shall  warrant 

and  defend  the  same  to   ,  the  said  mortgagee   heirs, 

executors,  administrators  and  assigns,  against  the  lawful  claims  and  de- 
mands of  all  persons. 

Provided    nevertheless,    That    if    the    said    mortgagor,    its    successors    or 

assigns,   shall   well   and   truly   pay   unto   the   said   mortgagee    

executors,  administrators,   or  assigns   ,   then  this  mortgage   is 

to  be  void,  otherwise  to  remain   in  full  force  and  effect. 

And  provided  also.  That  it  shall  be  lawful  for  the  said  mortgagor,  its 
successors  and  assigns,  to  retain  possession  of  the  said  goods  and  chattels, 
and  at  its  own  expense,  to  keep  and  use  the  same  until  it  or  its  successors 
or  assigns,  shall  make  default  in  the  payment  of  the  said  sum  of  money 
above  specified,  either  in  principal  or  interest,  at  the  time  or  times,  and 
in  the  manner  hereinbefore  stated.  And  the  said  mortgagor  hereby  cove- 
nants and  agrees  that  in  case  default  shall  be  made  in  the  payment  of  the 

note    aforesaid,  or  of  any  part  thereof,  or  the  interest  thereon, 

on  the  day  or  days  respectively  on  which  the  same  shall  become  due  and 
payable,   or    if   the   mortgagee    executors,    administrators    or 


DKHDS,  ,M0KT0A(;ES  and  leases.  11'J7 

assigns,  shall   feel    insecure  or   unsafe,  or  sLall  fear  iliniiuu- 

tion,  removal,  or  waste  of  said  property;  or  if  the  mortgagor  shall  sell  or 
assign,  or  attempt  to  sell  or  assign,  the  said  gooils  and  chattels,  or  any 
interest  therein;  or  if  any  writ,  or  any  distress  warrant,  shall  be  levied  on 
said  goods  and  chattels,  or  any  part  thereof;  then,  and  in  any  or  either  of 

the  aforesaid  cases,  all  of  said  note    and  sum  of   money,  both 

principal  and  interest,  shall,  at-  the  option  of  the  said  mortgagee 

executors,  administrators  or  assigns,  without  notice  of  said  option  to  any 

one,  become  at  once  due  and  payable,  and  the  said  mortgagee   

executors,  administrators  or  assigns  or  any  of  them,  shall  thereupon  have 
the  right  to  take  immediate  possession  of  said  property,  and  for  that  pur- 
pose, may  pursue  the  same  wherever  it  may  be  found,  and  may  enter  any 
of  the  premises  of  the  mortgagor  with  or  without  force  or  process  of  law, 
wherever  the  said  goods  and  chattels  may  be,  or  be  supposed  to  be,  and 
search  for  the  same,  and  if  found,  to  take  possession  of,  and  remove,  and 
sell,  and  dispose  of  the  said  property,  or  any  part  thereof,  at  public  auc- 
tion,  to   the   highest  bidder,   after  giving    days'   notice  of   the 

time,  place  and  terms  of  sale,  together  with  a  description  of  the  property 
to  be  sold,  by  notices  posted  up  in  three  public  places  in  the  vicinity  of 
such  sale,  or  at  private  sale,  with  or  without  notice,  for  cash  or  on  credit, 

as  the  said  mortgagee heirs,  executors,  administrators  or  assigns, 

agents  or  attorneys,  or  any  of  them,  may  elect;  and,  out  of  the  money 
arising  from  such  sale,  to  retain  all  costs  and  charges  for  pursuing,  search- 
ing for,  taking,  removing,  keeping,  storing,  advertising,  and  selling  such 
•  goods  and  chattels,  and  all  prior  liens  thereon,  together  with  the  amount 
due  and  unpaid  upon  said  note  rendering  the  surplus,  if  any  re- 
main, unto  said  mortgagor,  or  its  legal  representatives. 

In  testimony  whereof.  The  said  mortgagor  hath  hereunto  caused  its  cor- 
porate seal  to  be  affixed,  and  these  pres- 
ents to  be  signed  by  its President, 

and  attested  by  its Secretary,  this 

day  of   ,  in  the 

vear     of     our     Lord     nineteen     hundred 


Signed,  Sealed  and  Delivered 
in  presence  of 


[Corporate  Seal]  

By  

President. 

Attest :     

Secretary. 

STATE    OF    ,/ 

County  of   \ 

] ,    ,   in   and   for    in   the   State 

of  Illinois,  do  hereby  certify  that   personally  known  to  me  to 

be  the   President  of  the    Company  and    

personally  known  to  me  to  be  the   Secretary  of  said  Company, 

whose  names  are  subscribed  to  the  foregoing  Chattel  Mortgage  as  such 
President  and  Secretary,  appeared  before  me  this  day  in  person  and  sev- 
erally acknowledged  that  as  such    President  and    

Secretary,  they  signed  and  delivered  the  said  Chattel  Mortgage  as 

President  and  Secretary  of  said  Company,  and  caused  the  Cor- 
porate Seal  of  said  Company  to  be  affixed  thereto,  pursuant   to  authority 


1198    CORPORATION  FORMS  AND  PRECEDENTS. 

given  by  the  Board  of    of  said  Company,  as  their  free  and 

voluntary   act,  and  as  the  free  and  voluntary  act  and  deed  of  said  Com- 
pany, for  the  uses  and  purposes  therein  set  forth,  and  that  said  Chattel 

^lortgage   was  entered  by  me  this    day  of    ,   A.   D. 

19.... 

^Vituess   niv   hand   and  seal. 

■. [Seal.] 

Justice  of  the  Peace. 

For  form  of  acknowledgment  of  chattel  mortgage  in  Illinois,  it  is  im- 
portant that  the  statutory  provisions  be  carefully  followed. 

See  Kurd's  R.  S.  111.  (1911),  C.  95,  11112-4. 

Chattel  mortgages,  and  particularly  the  acknowledgment  and  execution 
thereof,  are  so  largely  regulated  by  statutory  enactments  which  vary  greatly 
in  the  several  states  that  only  the  above  form  is  given,  as  it  is  seldom  that 
a  corporation  will  have  occasion  to  give  a  chattel  mortgage. 

See  generally  Cook  on  Corporations,  §§  779-811;  Clark  &  M.,  Corp.,  §  192. 

Form  1646. 
SPECIFIC  PLEDGE  OF  BOOK  DEBTS. 

An  agreement  made  the   ........   day  of ,  19.  . .  .,  between 

The    Company,    (hereinafter   called   "the   company,")    of 

the    one   part,    and    the    Bank    of    (hereinafter    called    "the 

bank"),  of  the  other  part. 

Whereas  the  company  is  indebted  to  the  bank  in  considerable  sums  on 
its  current  account  with  the  bank. 

And  whereas  the  bank  has  required  the  company  to  give  such  security 
in  respect  of  the  said  current  account  and  otherwise  as  is  hereinafter 
expressed.     Now  it  is  hereby  agreed  as  follows:  — 

1.  That  the  company  hereby  pledges  all  its  present  and  future  book 
debts  for  the  payment  to  the  bank  of  all  moneys  for  the  time  being  owing 
to  the  bank  by  the  company  on  the  said  current  account  or  otherwise, 
whether  the  liability  in  respect  of  such  moneys  shall  have  been  incurred 
by  the  company  before  or  after  the  date  hereof,  and  whether  matured  or 
not,  and  whether  incurred  by  the  company  alone  or  jointly  with  others, 
and  whether  as  principals  or  sureties,  and  whether  absolute  or  contingent, 
including  liabilities  in  respect  of  advances  and  in  respect  of  checks,  bills, 
notes,  and  other  negotiable  or  non-negotiable  instruments,  drawn,  accepted, 
endorsed  or  guaranteed,  and  in  respect  of  interest,  commissions  and  other 
usual   banking   charges. 

2.  The  said  pledge  shall  be  a  specific  pledge,  and  not  a  floating  pledge. 
.3.     The   interest  mentioned   in  Clause   1  hereof  shall  be   at  the   rate   of 

per  cent,  per  annum  with  half  yearly  rests. 

4.  The  company  shall  as  far  as  practicable  cause  all  moneys  from  time 
to  time  payable  to  it  in  respect  of  the  premises  hereby  charged  to  be  paid 
to  the  bank,  and  if  any  moneys,  checks,  bills  or  notes  shall  from  time  to 
time  be  received  by  the  company  in  respect  of  the  premises,  the  company 
will  hold  the  same  in  trust  for  the  bank,  and  shall  deposit  the  same  into 
the  bank  forthwith. 

5.  The  company  shall  from  time  to  time,  and  at  all  times  during  the 
continuance  of  this  security,  at  the  request   of  the  bank,  furnish  to  the 


DEf:D8.  MORTGAGES  AND  LEASES.  1199 

bank  all  such   jiarticiilars  of   the  book   <k'bts  hereby  c-hargeil,  as  the   bauk 
shall  require. 

6.  The  bank  itself  may  at  any  time  in  the  name  an<l  on  behalf  of  the 
comjjany,  assign  to  the  bank  absolutely  all  or  any  of  the  premises  hereby 
pledged,  and  the  company  appoints  the  bank  its  attorney  for  such  purpose. 

7.  All  moneys  received  by  the  bank  under  Clause  4  hereof,  or  under 
any  assignment  aforesaid,  shall  at  the  o|)tion  of  the  bank  so  far  as  requisite 
be  applied  in  or  towards  satisfaction  of  the  moneys  for  the  time  being  duo 
and   owing   on    the   security   hereof. 

8.  Power  of  sale,  exercisable  at  any  time  after  the  company  shall  for 
ten  days  after  demand  have  made  default   in  payment. 

9.  A  certificate  in  writing  of  the  (cashier)  of  the  bank  to  the  effect 
that  such  default  has  been  made  shall  be  conclusive. 

10.  At  any  time  after  the  company  shall  have  made  such  default  as 
last  aforesaid,  the  bank  may,  by  writing,  appoint  any  ])erson  or  persons  to 
be  a  receiver  or  receivers  of  the  said  premises  or  any  part  or  parts  thereof, 
and  such  receiver  or  receivers  shall  have  power  to  call  in,  collect  or  enforce 
jiayment  of  all  moneys  for  the  time  being  due  to  the  company  or  the  bank  in 
respect  to  the  premises;  and  all  moneys  received  by  him  or  them  shall  bo 
applied  as  far  as  requisite  in  or  towards  satisfaction  of  all  moneys  for 
the  time  being  due,  and  owing  on  the  security  hereof. 

In   witness  whereof,  said  The    Company   has  caused   these 

presents  to  be  signed  by  its  President  and  its  corporate  seal  to  be  affi.xed 
hereto  and  attested  by  its  Secretary  the  day  and  year  first  above  written. 

The   Company, 

By  

[CoRPOR.VTE  Seal.]  Its  President. 

Attest : 


Secretary. 
Sec  for  pledges  of  corporate  securities,  Chajiters  XVI  and  XXV,  supra, 
and  XXVil,  post. 

Form  1647. 
LEASE,  WITH  COVENANTS. 

This  deed,  made  the day  of   in  the  year  19.  .  .  ., 

between Company,  a  corporation  organized  and  existing  under 

the  laws  of   ,  party  of  the  first  part,  and  The   

Company,     a     corporation     organized     and     existing    under     the     laws    of 

,  party  of  the  second  part :      Witnosseth,  that  the  said  party 

of  the  first  part  doth  demise  unto  the  said  jiarty  of  the  second  part,  its 

successors  and  assigns,  all,  etc.  (here  describe  the  property),  from  the 

day  of  ,  for  the  term  of thence  ensuing,  yield- 
ing therefor,  during  the  said  term,  the  rent  of  (here  state  the  rent,  and 
mode  of  payment.^) 

The  said  party  of  the  first  part  covenants  for  the  lessee's  quiet  enjoy- 
ment of  its  term. 

The  said  jiarty  of  the  second  part  covenants  to  pay  the  rent ;  to  j^ay  the 

1 — Any  of  these  covenants  may  be  omitted.  The  insertion  of  them  will  be 
determined  by  the  contract  between  the  parties. 


1200    CORPORATION  FORMS  AND  PRECEDENTS. 

taxes;  that  it  will  not  assign  without  leave;  that  it  will  leave  the  premises 
in  good  repair;  and  that  the  lessor  may  re-enter  for  default  of  days  in 
the  pajTiient  of  rent,  or  for  the  breach  of  covenants.   (*) 

In  witness  whereof  the  said  parties  hereto  have  caused  these  presents 
to  be  signed  in  their  respective  corporate  names  by  their  respective  presi- 
dents thereunto  duly  authorized  and  their  respective  corporate  seals  to  be 
hereunto  affixed  and  attested  by  their  respective  secretaries,  the  day  and 
year  herein  first  above  written. 

Company, 

By  

[Corporate   Seal.]  President. 

Attest: 


Secretary. 

The    Company, 

By   

[Corporate    Seal.]  President. 

Attest : 


Secretary. 

If  it  is  desired  to  provide  for  a  renewal  of  the  lease,  follow  the  above 
form  to   (*),  and  then  proceed: 

The  said  party  of  the  first  part  covenants  that  it  will,  on  or  before  the 
expiration  of  this  present  lease,  at  the  request  and  expense  of  the  said 
party  of  the  second  part,  its  successors  or  assigns,  grant  and  execute  to  it 
and  them  a  new  lease  of  the  premises  hereby  demised,  with  their  appurte- 
nances, for  the  further  term  of years,  to  commence  from  the  ex- 
piration of  the  term  hereby  granted,  at  the  same  yearly  rent,  payable  in 
the  like  manner,  and  subject  to  the  like  covenants  and  agreements  (except 
a  covenant  for  further  renewal)   as  are  contained  in  these  presents. 

See  for  power  of  corporation  to  take  a  lease,  Clark  &  M.,  Corp.,  §§  140,  153, 
188d,  853. 

See  for  power  of  corporation  to  lease  property,  Cook  on  Corporations, 
§§  670  and  notes,  892-896;  Clark  &  M.,  Corp.,  §§  153,  434e,  503d,  692f. 

See  Form  1263,  supra,  and  Forms  1648-1653,  post. 

See  for  form  of  lease  to  a  corporation,  Susswein  v.  Penna.  Steel  Co.,  184 
Fed.  102. 

Form  1648. 
LEASE— BY  CORPORATION  TO  INDIVIDUAL. 

This  Indenture,  iMade  this   day  of ,  in  the 

year   of   our   Lord   One   Thousand   Nine   Hundred    between 

,  a  corporation  created  and  existing  by  virtue  of  the  laws  of 

the  State  of and  doing  business  in  the  State  of , 

party  of  the  first   part,  and    of  the    of 

in  the  County  of   and  State  of   , 

party  of  the  second  part: 

Witnesseth,  That  the  party  of  the  first  part,  for  and  in  consideration  of 
the  covenants  and  agreements  hereinafter  mentioned,  to  be  kept  and  per- 
formed by  the  party  of  the  second   part,   has   demised  and  leased  to  the 

party  of  the  second  part,  the  premises  in  the of , 

County  of   and  State  of   ,  known  and  described 

as    follows:     (Descrijjtion.) 

to  be  occupied  for and  for  no  other  purpose  whatever. 


DEEDS,  ^lORTOACJES  AND  LEASES.  1201 

To  have  and  to  hold  the  same,  unto  the  party  of  the  second  part,  from 

the   day  of    ,  A.   D.   19 ,   until  the    day 

of A.  D.  19 And  the  party  of  the  second  part  in  con- 
sideration of  said  demise,  do   covenant  and  agree  with  the 

party  of  the  first  part  as  follows: 

First.     To  pay  as  rent  for  said  demised  premises  the  sum  of   

Dollars  payable  in    inHtaiiments  of   Dollars 

J    each    in    advance,    upon    tlie    first    day    of    each    and    every 

month  of  said  term,  at  the   

Second.  That  he  ha.  .  examined  and  know  the  con- 
dition of  said  premises,  and  ha.,  received  the  same  in  good  order  and 
repair,  except  as  herein  otherwise  specified,  and  that  no  representations  as 
to  the  condition  or  repair  therof,  have  been  made  by  the  party  of  the 
first  part  or  the  agent  of  said  party,  prior  to,  or  at  the  execution  of  this 

lease,  that  are  not  herein  expressed  or  indorsed  hereon;  and  that he 

will  keep  said  promises  in  good  rejjair,  replacing  all  broken  glass 

with  glass  of  the  same  size  and  quality  as  that  broken;  and  will  keep  said 
j)remises  and  appurtenances,  including  catch  basins,  vaults  and  adjoining 
alleys,  in  a  clean  and  healthy  condition,  according  to  the  city  ordinances, 
and  the  direction  of  the  proper  public  officers,  during  the  term  of  this 
lease,  at  own  expense;  and  will,  without  injury  to  tho  roof,  re- 
move the  snow  and  ice  from  the  same  when  necessary,  and  clean  the  snow 
and  ice  from  the  sidewalks  in  front  of  said  premises;  and  upon  the  termi- 
nation of  this  lease,  in  any  way,  will  yield  up  said  premises  to  said  party  of 
the  first  part  in  good  condition  and  repair  (loss  by  fire  and  ordinary  wear 
excepted),  and  deliver  the  keys  at  the    

Third.  That  the  party  of  the  first  part  shall  not  be  liable  for  any 
damage  occasioned  by  failure  to  keep  said  premises  in  repair,  and  shall 
not  be  liable  for  any  damage  done  or  occasioned  by  or  from  plumbing, 
gas,  water,  steam,  or  other  pipes,  or  sewerage,  or  the  bursting,  leaking  or 
running  of  any  cistern,  tank,  wash-stand,  water  closet  or  waste  pipe  in, 
above,  upon  or  about  said  building  or  premises,  nor  for  damage  occasioned 
by  water,  snow  or  ice  being  upon  or  coming  through  the  roof,  sky-light, 
trap  door  or  otherwise,  nor  for  any  damages  arising  from  acts  or  neglect 
of  co-tenants  or  other  occupants  of  the  same  building,  or  of  any  owners 
or  occupants  of  adjacent  or  contiguous  property. 

Fourth.     That he   will  not  allow  said  premises  to  be  used 

for  any  purpose  that  will  increase  the  rate  of  insurance  thereon,  nor  for 
any  purpose  other  than  hereinbefore  specified,  nor  to  be  occupied,  in  whole 
or  in  part,  by  any  other  person,  and  will  not  sub-let  the  same,  nor  any 
part  thereof,  nor  assign  this  lease,  without  in  each  case  the  written  con- 
sent of  the  party  of  the  first  part  had,  and  will  not  permit  any  transfer, 
by  operation  of  law,  of  the  interest  in  said  premises  acquired  through  this 
lease;  and  will  not  permit  said  premises  to  be  used  for  any  unla>vful  pur- 
pose or  purpose  that  will  injure  the  reputation  of  the  same  or  of  the 
building  of  which  they  are  a  part,  or  disturb  the  tenants  of  such  building 
or  the  neighborhood;  and  will  not  permit  the  same  to  remain  vacant  or 
unoccupied  for  more  than  ten  consecutive  days;  and  will  not  permit  any 
alteration  of  or  upon  any  part  of  said  demised  premises,  nor  allow  any 
signs  or  placards  posted  or  placed  tliereon,  except  by  written  consent  of 
first  jiarty;   all  alterations  and  additions  to  saiil  premises  shall  remain   for 


1202    CORPORATION  FORMS  AND  PRECEDENTS. 

the  benefit  of  the  lessor  unless  otherwise  provided  in  said  consent  as 
aforesaid. 

Fifth.  To  pay  (in  addition  to  the  rents  above  specified),  all  water 
rents  and  gas  bills  taxed,  levied  or  charged  on  aaid  demised  premises,  for 
and  during  the  time  for  which  this  lease  is  granted,  and  in  case  no  water 

rents  are  levied  specifically  upon  said  premises,  to  pay  the    

part  of  all  water  rents  levied  or  charged  upon  the  building  in  which  said 
demised  premises  are  situated;  and  in  case  said  water  rates  and  gas  bills 
shall  not  be  paid  when  due,  said  party  of  the  first  part  shall  have  the  right 
to  pay  the  same,  which  amounts  so  paid,  together  with  any  sums  paid  by 
said  party  of  the  first  part,  to  keep  said  premises  and  their  appurtenances 
in  a  clean  and  healthy  condition,  as  hereinbefore  specified,  are  hereby 
declared  to  be  so  much  additional  rent,  and  shall  be  due  and  payable  with 
the  next   installment  of  rent   due  thereafter  under  this  lease. 

Sixth.  To  allow  the  party  of  the  first  part  free  access  to  the  premises 
hereby  leased  for  the  purpose  of  examining  or  exhibiting  the  same,  or  to 
make  any  needful  repairs  or  alterations  of  said  premises,  which  said  first 
party  may  see  fit  to  make;  also  to  allow  to  have  placed  upon  said  premises, 
at  all  times,  notice  of  "For  Sale"  and  "To  Rent,"  and  will  not  interfere 
with  the  same. 

Seventh.  If  said  party  of  the  second  part  shall  abandon  or  vacate  said 
premises,  the  same  shall  be  re-let  by  the  party  of  the  first  part  for  such 
rent,  and  upon  such  terms  as  said  first  party  may  see  fit;  and  if  a  sufficient 
sum  shall  not  be  thus  realized,  after  paying  the  expenses  of  such  re-letting 
and  collecting,  to  satisfy  the  rent  hereby  reserved,  the  party  of  the  second 
part  agrees  to  satisfy  and  pay  all  deficiency. 

Eighth.  At  the  termination  of  this  lease,  by  lapse  of  time  or  other- 
wise, to  yield  up  immediate  possession  to  said  party  of  the  first  part,  and 
failing  so   to  do,  to  pay   as  liquidated   damages,   for  the  whole  time  such 

possession  is  withheld,  the  sum  of   dollars  per  day;   but  the 

provisions  of  this  clause  shall  not  be  held  as  a  waiver  by  said  first  party  of 
any  right  of  re-entry  as  hereinafter  set  forth;  nor  shall  the  receipt  of  said 
rent  or  any  part  thereof,  or  any  other  act  in  apparent  affirmance  of  the 
tenancy,  operate  as  a  waiver  of  the  right  to  forfeit  this  lease  and  the  term 
hereby  granted  for  the  period  still  unexpired,  for  any  breach  of  any  of  the 
covenants  herein. 

It  is  expressly  agreed  between  the  parties  hereto,  that  if  default  be 
made  in  .the  payment  of  the  rent  above  reserved,  or  any  part  thereof,  or 
in  any  of  the  covenants  and  agreements  herein  contained,  to  be  kept  by  the 
party  of  the  second  part,  it  shall  be  lawful  for  the  party  of  the  first  part, 
or  its  successors  or  assigns,  at  any  time  thereafter,  at  the  election  of  said 
first  party,  or  its  successors  or  assigns,  without  notice,  to  declare  said  term 
ended,  and  to  re-enter  said  demised  premises,  or  any  part  thereof,  either 
with  or  without  process  of  law,  and  the  said  party  of  the  second  part,  or 
any  person  or  persons  occupying  the  same,  to  expel,  remove  and  put  out, 
using  such  force  as  may  be  necessary  so  to  do,  and  the  said  premises  again 
to  re-possess  and  enjoy,  as  before  this  demise,  without  prejudice  to  any 
remedies  which  might  otherwise  be  used  for  arrears  of  rent  or  preceding 
breach  of  covenants,  and  said  party  of  the  second  part  further  covenants 
and  agrees,  that  said  party  of  the  first  part,  or  its  successors  or  assigns, 
shall  have,  at  all  times,  the  right  to  distrain  for  rent  due,  and  shall  have  a 


DEEDS,  MORTGAGES  AND  LEASES.  1203 

valid  and  first  lien  upon  all  property  of  said  party  of  the  second  part, 
whether  exempt  by  law  or  not,  as  security  for  the  payment  of  the  rent 
herein   reserved. 

The  party  of  the  second  part  hereby  irrevocably  constitutes 

or    any    attorney    of    any    Court    of    Record    of    this    State,    attorney    for 

.  .  .  . , in    name,    on    default    by    

of  any  of  the  covenants  herein,  and  upon  com|tlaint  made  by 
said    first    party,    its    agent,   successors   or    assigns   and    filed    in    any    such 

Court,   to   enter    appearance    in    any   such   Court   of   Record, 

waive  process  and  service  thereof,  and  trial  by  jury,  and  confess  judgment 
against  in  favor  of  said  party  of  the  first  part,  or  its  suc- 
cessors or  assigns,  for  forcible  detainer  of  said  premises  with  costs  of  said 

suit;   and  also  to  enter    appearance  in  such  Court,  waive 

process  and  service  thereof,  and  confess  judgment  from  time  to  time,  for 
any  rent  which  may  be  due  to  said  party  of  the  first  ])art,  or  the  assignees 
of  said  party,  by  the  terms  of  this  lease,  with  costs,  and  Twenty  Dollars 
attorney's  fees,  and  to  waive  all  errors  and  all  right  of  appeal  from  said 
judgment  and  judgments,  and  to  file  a  consent  in  writing  that  a  writ  of 
restitution  or  other  proper  writ  of  execution  may  be  issued  immediately, 
said  party  of  the  second 'part  hereby  expressly  waiving  all  right  to  any 
notice  or  demand  under  any  statute  of  this  State,  relating  to  forcible  entry 
and  detainer. 

It  is  further  agreed,  by  the  parties  hereto,  that  after  the  service  of  notice, 
or  the  commencement  of  a  suit,  or  after  final  judgment  for  possession  of 
said  premises,  the  first  party  may  receive  and  collect  any  rent  due,  and 
the  payment  of  said  rent  shall  not  waive  or  affect  said  notice,  said  suit, 
or  said  judgment. 

In  case  said  premises  shall  be  rendered  untenantable  by  fire  or  other 
casualty,  the  lessor  may  at  his  option  terminate  this  lease,  or  repair  said 
premises  within  thirty  days,  and  failing  so  to  do,  or  upon  the  destruction 
of  said  premises  by  fire,  the  term  hereby  created  shall  cease  and  determine. 

The  party  of  the  second  part,  further  covenants  and  agrees  to  pay  and 
discharge  all  reasonable  costs,  attorney's  fees  and  expenses  that  shall  be 
made  and  incurred  by  the  party  of  the  first  part  in  enforcing  the  covenants 
and  agreements  of  this  lease;  and  all  the  parties  to  this  lease  agree  that 
the  covenants  and  agreements  herein  contained  shall  be  binding  upon, 
apply*  and  inure  to  their  respective  heirs,  executors,  administrators,  suc- 
cessors and  assigns.  This  Lease  is  executed  pursuant  to  authority  given 
by  the  Board  of of  said  Company. 

In    testimony   whereof,    the   said    Company    hath   hereunto 

caused  its  corporate  seal  to  be  affixed,  and  these  presents  to  be  signed  by 

its    President,  and   attested  "by  its    Secretary,  and 

the  said  party  of  the  second  part  ha. .   set   hand    and  seal 

the  day  and  year  first  above  written. 


By    

Attest :    President. 

Secretary. 
" [Se.\L.] 


(Add  acknowledgments  if  necessary.) 
(ENDORSE.MENTS.) 


1204    CORPORATION  FORMS  AND  PRECEDENTS. 

GUAEANTEE. 

For  value  received    hereby  guarantee  the  payment  of  the 

Kent  and  the  performance  of  the  covenants  by  the  party  of  the  second  part 
in  the  within  Lease  covenanted  and  agreed,  in  manner  and  form  as  in  said 
Lease  provided. 

"Witness    hand   and   seal   this    day   of    , 

A.  D.  19 

[Seal.] 

^  ASSIGNMENT    AND   ACCEPTANCE. 

For  value  received    hereby  assign  all   right,  title  and 

interest  in  and  to  the  within  Lease  unto heirs  and  assigns,  and 

in  consideration  of  the  consent  to  this  assignment  by  the  Lessor 

guarantee  the  performance  by  said   of  all  the  covenants  on 

the  part  of  the  second  party  in  said  Lease  mentioned. 

In   consideration   of   the    above   assignment   and   the   written   consent   of 

the  party  of  the  first  part  thereto,   hereby  assume  and  agree 

to  make  all  the  payments  and  perform  all  the  covenants  and  conditions  of 
the  within  Lease,  by  said  party  of  the  second  part  to  be  made  and  per- 
formed. 

Witness   hand  and  seal  this   •.  .    day  of   , 

A.  D.  19 

[Seal.] 

J  [Seal.] 

\l  CONSENT  TO  ASSIGNMENT, 

Company  hereby   consents  to   the   assignment   of   the   within 

Lease  to  ,  on  the  express  condition,  however,  that  the  assignor 

shall  remain  liable  for  the  prompt  payment  of  the  rent  and  performance  of 
the  covenants  on  the  part  of  the  second  party  as  therein  mentioned,  and  that 
no  further  assignment  of  said  Lease  or  sub-letting  of  the  premises  or  any 
part  thereof  shall  he  made  without  its  written  assent  first  and  thereto. 

Witness  the  signature  and  seal  of  said Company  this 

day  of ,  A.  D.  19.... 

[Corporate  Seal]  Company, 

Attest :  By    

Its 

Secretary. 

LESSOR'S  ASSIGNMENT. 

In  consideration  of  One  Dollar,  to in  hand  paid, 

Company   hereby  transfers,   assigns  and  sets  over  to    and 

assigns    interest   in   the   within   Lease,   and   the   rent   thereby 

secured   

Witness  the Company 's  signature  and  seal  this day 

"of ,19.... 

Company, 

By 

[Corporate  Seal]  Its  

Attest : 


Secretary. 
The  above  form,  or  parts  thereof  can  readily  be  adapted  for  use  in  the 


DEEDS,  MORTGAGES  AND  JLEASES.  1205 

preparation  of  othor  forporato  Icast-s,  \vhi<-h  will  necessarily  vary  af<'oriiinj^ 
to  their  subject  matter. 

Sco  next  preceiliiij^  form   ami    notes  thoreumler. 

Form  1649. 
AGREEMENT  FOR  LEASE  OF  AN  ENTIRE  PLANT. 

.Memoramliim   of  Agreement,   made  this    day  of    , 

10.  .  .  .,  by  and  between  the Company,  a  corporation  organized 

and  existing  under  the  laws  of  the   State  of  Ohio,  hereinafter  called  the 

party   of   the    first   part,  and   the    Company,    a   corjforation 

organized  and  existing  under  the  laws  of  the  State  of  West  Virginia,  here- 
inafter called  the  party  of  the,  second  part. 

Whereas,  said  party  of  the  first  part  is  engaged  in  the  manufacture  of 
and  and  appurtenances  and  appliances  con- 
nected therewith,  and  has  a  factory  situated  at   ,  Ohio;   and 

said  party  of  the  second  part  is  desirous  of  renting  said  factory  for  the 
period  hereinafter  mentioned,  and  during  such  time  making  use  of  the 
same,  together  with  all  machinery  therein  contained  and  the  good-will,  trade 
rights,  trade  marks,  trade  names,  patents,  formulae  and  recipes  used  by 
said  party  of  the  first  part;  and  said  party  of  the  first  part  is  willing  to 
make  such  lease  in  consideration  of  the  rights  hereinafter  reserved  and 
the  covenants  hereinafter  contained,  and  on  the  part  of  the  said  party  of 
the  second  part,  its  successors  and  assigns  to  be  observed  and  performed. 

Now,  Therefore,  Know  All  Men  by  These  Presents,  That  the  sai<l  party 
of  the  first  part,  in  consideration  of  the  sum  of  One  Dollar  ($1.00)  in 
hand  paid  to  it  by  the  said  party  of  the  second  part,  the  receipt  whereof 
is  hereby  confessed  and  acknowledged,  and  of  the  covenants  and  agree- 
ments herein  contained  to  be  kept  and  performed  by  the  party  of  the 
second  part,  has  leased  and  demised  and  does  by  these  presents  lease  and 
demise  to  the  said  party  of  the  second  part,  its  successors  and  assigns,  for 
the  term  of  five  (5)  years  from  the  first  day  of  March,  19....,  at  the 
yearly  rental  of  Three  Thousand  Dollars  ($3,000)  per  year  to  be  paid  by 
equal  monthly  instalments  on  the  first  day  of  each  month  during  the  term 
of  this  lease  in  advance,  the  first  monthly  instalment  hereunder  to  be  paid 
on  the  first  day  of  March,  19....,  all  the  right,  title  and  interest  which 
the  said  party  of  the  first  part  now  has  or  may  hereafter  Acquire  in  the 
following  described  property: 

1.  All  that  tenement  used  as  a  manufacturing  plant  by  said  party  of 

the  first  part,  situated  in  the  city  of ,  Ohio,  and  fronting  on 

Street,  which  said  premises  are  more  particularly  delineated 

in  the  map  or  plan  hereto  annexed  and  attached  hereto,  and  thereon  colored 
BLUE,  which  said  map  or  plan  is  hereto  attached  and  marked  Exhibit 
"A"  and  made  a  part  hereof. 

2.  All  and  singular  the  manufactory,  buildings,  machinery,  boiler-house, 
erections,  offices,  buildings  and  premises  situated  on  said  premises  which 
are  hereinabove  described;  and  delineated  on   said   map  or  plan. 

3.  The  use  and  enjoyment  of  all  the  machinery,  fixtures,  implements, 
tools,  utensils  and  things  which  are  now  in  or  upon  the  said  premises  here- 
inabove described,  excepting  the  goods  and  material  hereinafter  mentioned. 

4.  All  of  the  good-will,  trade  rights,  trade  marks,  trade  names,  brands, 


1206     CORPORATION  FORMS  AND  PRECEDENTS. 

patents,  inventions,  forniuUc  and  loi-ipos  now  owned  or  controlled  by  said 
party  of  the  first  part. 

Upon  the  following  terms  and  conditions: 

A.  All  the  foregoing  property  so  leased  by  the  said  party  of  the  first 

part  to  the  said  party  of  the  second  part  shall  on  the    day  of 

,  19 .  .  .  . ,  be  free  from  all  liens,  encnmbranccs,  taxes, 

assessments  and  charges  of  any  kind. 

B.  The  said  party  of  the  second  part  shall,  during  the  term  of  this 
lease,  pay  all  the  water  taxes,  charges  or  rents  which  may  become  payable 
in  respect  to  said  premises  during  the  term  of  this  lease,  and  shall  keep 
the  said  buildings  on  the  said  premises  hereby  leased,  insured  against  loss 
or  damage  by  fire  in  some  responsible  insurance  company  in  the  sum  of  at 

least • Dollars,  in  the  name  of  the  said  party  of  the  first  part, 

its  successors  or  assigns,  and  will,  in  case  of  the  destruction  of  or  damage 
to  said  buildings  or  any  part  thereof  by  fire,  pay  the  money  received  in 
settlement  of  said  insurance  to  the  said  party  of  the  first  part,  its  suc- 
cessors or  assigns. 

C.  The  said  party  of  the  second  part  hereby  agrees  to  purchase  from  the 
said  party  of  the  first  part  all  of  the  raw  material  used  in  the  manufacture 

of ,  owned  by  said  party  of  the  first  part  on  March  1,  19.  . .  ., 

and  to  pay  for  the  same  in  six  equal  monthly  instalments  at  the  actual 
cost  price  thereof  to  said  party  of  the  first  part. 

D.  Said  party  of  the  second  part  hereby  agrees  to  purchase  from  the 

said  party  of  the  first  part  all  of  the  completely  manufactured 

owned  by  the  said  party  of  the  first  part  and  specified  in  Schedule  "A," 
hereto  attached  and  made  a  part  hereof,  the  price  to  be  paid  therefor  to 

be  the   actual  cost  manufacturing  price  of  said   ,  which  said 

price  shall  be  set  opposite  the  inventory  of  said so  contained 

in  said  Schedule  "A."     Payment  for  said   shall  be  made  by 

said  party  of  the  second  part  to  said  party  of  the  first  part  when  said 
goods  are  sold  by  said  party  of  the  second  part,  at  the  rate  specified  in 
said  inventory;  Provided,  however,  that  said  party  of  the  second  part  shall 

pay  for  all  said   so  specified  in  said   Schedule  "A"  within 

six  months  from  the   date  hereof. 

E.  Said  party  of  the  second  part  agrees  to  purchase  of  the  said  party 

of  the  first  part   all  of  the    in   process   of   manufacture  by 

said  party  of  the  first  part  at  the  date  hereof,  an  inventory  of  which  said 

is  contained  in  Schedule  "B, "  hereto  attached  and  made  a 

part  hereof,   at  the  cost   price  thereof  to   said  party  of  the  first  part,   on 

March  1,  19 Payments  to  be  made  for  such ,  when  the 

same  are  sold  by  said  party  of  the  second  part.  Provided,  however,  that 
full  payment  of  said  cost  price  of  said  in  process  of  manu- 
facture up  to  March  1,  19.  ..  .,  shall  be  made  by  said  party  of  the  second 
part  to  said  party  of  the  first  part  within  six  months  from  the  date  hereof, 

F.  Nothing  contained  herein  shall  require  the  said  party  of  the  second 
part  to  assume  any  contracts  made  by  said  party  of  the  first  part  for  the 
})nrchase  or  sale  of  material,  raw  or  manufactured,  or  in  process  of  manu- 
facture, unless  the  agreement  therefor  shall  be  hereinafter  entered  into  in 
writing  by  the  parties  hereto. 

G.  The  said  party  of  the  second  part,  its  successors  and  assigns  shall 
and  will   at  all  times  during  the  term  of  this  lease,  at   its  and  their  own 


DEEDS,  M0RTGA(;ES  AND  T.F.ASKS.  1207 

expense,  whenever  it  shiill  be  necessary,  siifliiicntly  repair  and  keep  in  sub- 
stantial repair  and  condition  the  said  Ijuildings,  erections  and  machinery, 
and  will,  u])on  the  expiration  or  determination  of  the  said  term  of  this 
lease,  surrender  unto  the  said  party  of  the  first  part,  its  successors  or 
assigns,  the  said  premises  and  the  buildings,  erections  and  machinery,  in 
as  good  condition  as  the  same  were  received,  reasonable  wear  and  tear 
excepted,  Provided,  however,  ^hat  nothing  herein,  contained  shall  require 
said  j)arty  of  the  second  part,  its  successors  or  assigns,  to  repair  or  replace 
said  buildings,  erections  and  machinery  if  the  same  or  any  part  be  de- 
stroyed or  damaged  by  fire,  flood  or  other  casualty,  and  provided  further, 
that  it  shall  not  be  incumbent  upon  them  to  keep  or  deliver  up  the  said 
buildings,  erections  and  machinery  in  better  repair  or  comlition  than  the 
same  now  are. 

H.  The  said  party  of  the  socniid  pari  may  during  tlio  term  of  this 
lease  erect  any  new  building  or  buildings  on  said  premises  or  make  any 
alteration  or  addition  of  any  kind  thereon  and  thereto  or  to  any  building, 
erection  or  structure  and  shall  have  the  right  to  and  may  remove  from 
the  said  demised  premises,  any  engines,  boilers,  machinery,  buildings, 
structures  or  erections  erected  or  placed  by  it  upon  said  premises  during 
the  term  of  this  lease. 

I.  The  said  party  of  the  first  part,  its  successors  or  assigns,  shall  and 
will  pay  and  discharge  all  rates,  taxes,  assessments  and  other  charges  which 
during  the  term  of  this  lease,  shall  be  imposed  upon  the  said  premises,  or 
any  part  thereof,  and  in  the  event  of  failure  to  pay  the  same  the  said  party 
of  the  second  part  may  deduct  and  retain  out  of  the  rental  of  said  premises 
so  to  be  paid  as  aforesaid,  all  such  sums  as  it  shall  pay  on  account  of  said 
rates,  taxes,  assessments  and  charges. 

J.  The  said  party  of  the  first  part,  its  successors  and  assigns,  covenants 
with  the  said  party  of  the  second  part,  its  successors  and  assigns,  that  it  and 
they,  if  it  and  they  shall  comply  with  the  terms  and  conditions  of  this  lease, 
shall  have  peaceable  and  quiet  possession  of  said  premises  during  the  term 
of  this  lease. 

K.     Nothing  herein  contained  shall  require  the  said  party  of  the  second 

part,  its  successors  or  assigns,  to  manufacture or  any  part  or  parts 

of or  any  machinery  for  the  making  of or  any  part  thereof, 

or  an}'  appurtenances  or  appliances  connected  therewith,  at  said  factory 
in ,  during  the  term  of  this  lease,  or  any  part  thereof. 

L.  The  said  party  of  the  first  part  covenants  that  it  will  not  during 
the  term  of  this  lease  be  or  become  interested,  directly  or  indirectly,  in 
the   business  of  buying,   manufacturing,   or   selling  or   dealing   in   or  with 

or    making   machinery   or  any  kindred   products, 

or  any  appliances   or  appurtenances  connected   therewith,  in   said  City   of 

,  or  within  a  radius  of  fifty  miles  of  said  City  of , 

or  within  the  County  of ,  or  within  the  State  of , 

or  within  any  of  the  States  or  Territories  of  the  United  States,  with  the 
exception  of  the  State  of  Arizona  and  the  Territory  of  Alaska,  and  will 
also  cause  or  procure  to  be  duly,  properly  and  sufficiently  executed  by  all 
of  its  executive  officers  a  contract  or  contracts  with  the  said  party  of  the 
second  part  by  which  each  and  all  of  said  executive  officers  shall  bind 
themselves  respectively  during  the  term  of  this  lease  not  to  be  or  become 
interested,  directly  or  indirectly,  in  any  capacity,  (except  iu  the  capacity  of 


1208    CORPORATION  FORMS  AND  PRECEDENTS. 

agents  or  employes  or  stoekholilers  of  the  said  party  of  the  second  part) 

of  buying,  manufacturing  or  selling  or  dealing  in  or  -with or 

making  machinery,  or  any  appliances  or  appurtenances  connected 

therewith,  -within  the  territorial  limits  above  described,  or  any  of  them; 
excepting  the  States  and  Territory  hereinbefore  expressly  excepted. 

M.  That  said  party  of  the  first  part  will,  for  every  breach  by  it  of  any 
covenant  in  this  agreement  by  it  to  be  observed  and  performed,  pay  to  the 

said  party  of  the  second  part  the  sum  of  $ as  liquidated 

damages,  and  not  as  a  penalty,  which  said  sum  of  $ shall  without 

]>roof,  be  deemed  and  is  hereby  agreed  to  be  and  to  represent  the  damages 
iictually  suffered  by  said  party  of  the  second  part  on  account  of  such  breach; 
jtrovided,  however,  that  this  provision  in  reference  to  liquidated  damages 
shall  be  cumulative  and  in  addition  to  every  other  remedy  now  or  hereafter 
existing  at  law  or  in  equity,  or  by  statute,  on  account  of  such  breach. 

N.  The  said  party  of  the  first  part,  hereby  covenants  and  agrees  with 
the  said  party  of  the  second  part,  its  successors  and  assigns,  upon  the 
reasonable  request  but  at  the  charge  of  the  said  party  of  the  second  part,  its 
successors  or  assigns,  to  do,  execute  or  cause  to  be  done  or  executed  all  such 
further  acts,  deeds  and  assurances  as  by  said  party  of  the  second  part,  its 
successors  or  assigns  shall  reasonably  be  required  for  vesting  fully  and 
absolutely  in  it  the  property  and  rights  agreed  to  be  hereby  leased  and 
giving  to  said  party  of  the  second  part,  its  successors  and  assigns  the  full 
and  entire  benefit  of  this  agreement. 

O.  '  The  said  party  of  the  second  part  hereby  covenants  that  it  will  not 
assign  or  sublease  said  premises  or  any  part  thereof  without  the  previous 
written  consent  of  the  said  party  of  the  first  part,  its  successors  or  assigns. 

P.  All  the  covenants,  stipulations,  promises,  and  agreements  in  this 
instrument  contained  shall  extend  to  and  be  binding  upon  the  respective 
successors  and  assigns  of  the  parties  hereto. 

In  witness  whereof  the  said  parties  of  the  first  and  second  parts  hereto 
have  hereunto  caused  their  respective  corporate  names  to  be  signed  by  their 
respective  officers  thereunto  duly  authorized,  and  their  respective  corporate 
seals  to  be  hereto  affixed  and  attested  the  day  and  year  first  hereinabove 
written. 

1  an  Ohio  corporation. 

By 

[CoEPORATK  Seal]  Its  

Attest : 

Secretary. 

a  West  Virginia  corporation. 

By 

[CoRPOEATE  Seal]  Its 

Attest : 

Secretary. 
(Add  acknowledgment  of  first  party.) 
See  Forms  1647-1648,  supra,  and  notes  thereunder. 

See  generally  as  to  the  power  to  lease  corporate  property.  Cook  on  Cor- 
porations, §662;   Clark  &  M.,  Corp.,   §§160-162. 
See  Form  1263,  supra. 


DEEDS,  MORTGAGES  AND  LEASES.  1209 

Form  1650. 
LEASE  OF  MANUFACTURING  PLANT. 

Agrecniciit    iiuidc    ;iiiil    coiicIikIimI    tliis    Iwt'iit yfifth    ilay    of    -May,    in    the 
year   of   our    Lord,    oiio   thousand   eight    hundred   and    ninety-nine,    In-    and 

between  the Iron  Company,  a  corporation  organized  under  the 

laws  of  the  State  of ,  having  its  principal  place  of  business 

in  the  City  of   ,  county  of ,    ,  hereinafter 

culled  the  Iron  Company,  party  of  the  first  part,  and  the Steel 

Company,  a  corporation  organized  under  the  laws  of  the  State  of , 

hereinafter  called  the  Steel  Company,  party  of  the  second  part. 

Whereas,  at  a  special  meeting  of  the  shareholders  of  the  Iron  Company, 
held  on  the  twenty-second  day  of  April,  A.  D.  1899,  called  for  the  puri)0se 
of  voting  for  or  against  a  proposition  to  lease  all  the  property  and  franchises 
of  the  said  Iron  Company  to  the  said  Steel  Company,  in  consideration  of  an 
annual  rental  of  six  per  centum  upon  the  capital  stock  of  the  said  Iron 
Company  amounting  to  seven  million  five  hundred  thousand  dollars,  payable 
to  its  shareholders,  free  from  all  taxes  or  other  deductions,  a  majority  of 
the  said  shareholders  voted  in  favor  of  the  said  lease  and  the  Board  of 
Directors  of  said  corporation  were  authorized  and  directed  to  cause  to  be 
executed  and  delivered  the  said  lease,  and  all  such  other  agreements, 
assignments  and  instruments  in  writing  as  might  be  appropriate  to  carry 
the  said  resolution  into  effect: 

Now,  therefore,  this  agreement  witnesseth: 

First.  That  the  said  Iron  Company  for  and  in  consideration  of  the 
covenants  and  agreements  of  the  said  Steel  Company  hereinafter  set  forth, 
hath  demised  and  let,  and  by  these  presents  doth  demise  and  let  unto  the 
said  Steel  Company  all  the  lands,  mills,  furnaces,  ovens,  railroads,  roads, 
ways,  ollices,  buildings,  machinery,  appliances,  tools  and  fixtures  constituting 

its  manufacturing  plant,  situate  at  and  near  ,  in  the  County 

of ,  in  the  State  of   ,  together  with  all  lands,  real 

estate,  mines,  quarries,  ore  lands,  and  mining  lands,  belonging  to  or  con- 
trolled by  said  Iron  Company  wheresoever  the  same  may  be  situated,  and 
also  all  the  corporate  franchises,  to  have  and  to  hold  the  same  to  the  said 
Steel  Company  for  the  term  of  nine  hundred  and  ninety-nine  years  from  the 
date  of  these  presents  upon  the  terms  and  conditions  hereinafter  set  forth. 
Second.  And  in  consideration  of  the  covenants  and  agreements  of  the 
said  Steel  Company  in  the  third  clause  of  this  agreement  hereinafter 
set  forth,  the  said  Iron  Company  assigns,  transfers  and  sets  over  to  the 
said  Steel  Company  all  of  the  cash,  bills  receivable,  credits,  accounts, 
licenses,  leases,  contracts,  agreements,  judgments,  mortgages,  stocks  and 
bonds,  ores,  fuel,  and  other  materials,  and  all  products,  merchandise  and 
stock  finished  and  in  process  of  manufacture,  and  generally  all  of  its 
chattels  personal  and  all  of  its  movable  and  convertible  assets  of  every 
nature  and  kind  whatsoever,  and  wheresoever  the  same  may  be  situated, 
and  the  said  Iron  Company  covenants,  promises  and  agrees  to  execute  and 
deliver  to  the  said  Steel  Company  all  such  further  and  more  specific 
assignments  as  may  be  necessary  or  jiroper  to  render  this  general  assign- 
ment more  effectual. 

Third.     And   in   consideration   of   the   premises   the   saiil   Steel   Company 


1210    CORPORATION  FORMS  AND  PRECEDENTS. 

agrees  to  and  with  the  said  Iron  Company,  as  follows:  The  said  Steel 
Company  covenants,  promises  and  agrees  with  the  said  Iron  Coinj)any  to 
pay  to  it  the  said  Iron  Company,  in  equal  quarterly  installments  com- 
mencing August  1,  1899,  as  annual  rental  for  the  said  demised  premises 
and  in  addition  to  all  other  moneys  herein  provided  for,  a  sum  in  United 
States  gold  coin  of  the  present  standard  of  weight  and  fineness,  which  shall 
be  equal  to  six  per  centum  per  annum  upon  the  par  value  of  the  capital 
stock  of  the  said  Iron  Company  as  the  same  shall  from  time  to  time  be 
outstanding,  provided  that  no  increase  of  the  capital  stock  of  the  Iron 
Company  above  the  sum  of  seven  million  five  hundred  thousand  dollars 
shall  be  made  without  the  consent  of  the  said  Steel  Company  evidenced 
by  a  resolution  of  its  Board  of  Directors,  said  rental  to  be  a  net  sum  for 
distribution  among  the  stockholders  of  the  said  Iron  Company,  free 
from  all  taxes  and  deductions  whatsoever,  payment  of  all  such  taxes 
and  charges  having  been  assumed  by  said  Steel  Company,  as  in  the  Fourth 
Article  of  this  lease  is  more  particularly  stated,  it  being  provided,  however, 
that  in  lieu  of  the  payment  of  said  rental  by  the  said  Steel  Company  to 
the  said  Iron  Company,  the  said  Steel  Company  may  make  on  or  before 
the  first  days  of  August,  November,  February  and  May,  in  each  year  a 
payment  to  each  shareholder  as  registered  on  the  books  of  the  said  Iron 
Company  at  the  close  of  the  fifteenth  day  of  the  said  month  prior  to  the 
dates  and  periods  of  payment  fixed  as  aforesaid  of  a  sum  equal  to  one 
and  one-half  per  centum  of  the  par  value  of  the  shares  so  registered  in 
the  names  of  such  shareholders,  and  all  payments  so  made  by  the  said 
Steel  Company  to  said  shareholders  shall  be  a  credit  upon  the  amount  of 
the  quarterly  rental  payable  by  the  Steel  Company  to  the  said  Iron 
Company. 

Fourth.  The  said  Steel  Company  has  assumed,  and  does  hereby  assume 
all  the  liabilities  of  the  said  Iron  Company  whether  the  same  now  exist 
or  may  hereafter  arise  upon  contracts  or  torts,  or  in  any  manner  what- 
soever, and  it  covenants,  promises,  and  agrees  to  pay  all  charges  and 
assessments  upon  the  property,  stocks  and  capital  stock,  bonds,  dividends 
and  loans  of  the  Iron  Company,  and  all  legal  claims  and  demands  what- 
soever which  may  be  made  against  said  Iron  Company,  and  in  addition 
thereto  the  sum  of  five  thousand  dollars  per  annum  payable  on  the  first 
day  of  July  in  each  year,  for  the  purpose  of  maintaining  the  corporate 
organization  of  said  Iron  Company,  and  furthermore'  covenants  that  it 
will  defend  all  suits  or  actions  now  pending  or  which  may  hereafter  be 
brought  against  said  Iron  Company,  and  that  it  will  pay  all  costs,  damages, 
decrees  and  judgments  now  or  hereafter  entered  against  said  Iron  Com- 
pany; this  agreement  especially  including  the  bonds  in  the  sum  of  One 
million,  three  hundred  and  fifty-one  thousand  dollars,  heretofore  issued 
by  said  Iron  Company,  bearing  interest  at  the  rate  of  five  per  centum 
per  annum,  payable  semi-annually,  the  principal  of  the  said  bonded 
indebtedness  maturing  in  the  year  1907,  which  semi-annual  installments 
of  interest,  together  with  the  principal  of  said  bonded  indebtedness  are 
hereby  expressly  assumed  by  the  said  Steel  Company,  and  it  covenants, 
promises  and  agrees  to  pay  said  installments  of  interest  and  the  principal  of 
the  said  bonded  indebtedness  as  the  same  shall  fall  due.  And  it  is  agreed 
by  said  Steel  Company  that  as  to  the  within  demise  of  lands  the  said 
Steel  Company  takes  the  same  under  such  titles  as  the  said  Iron  Company 


DEEDS,  ^MORTGAGES  AND  LEASES.  1211 

may    now    have    thorofo,    and    that    no    warranty    of    title    or    i.osse.ssion    is 
expressed   in  or   fhall   be   implied   from   this  lease. 

Fifth.  The  said  Steel  Company  further  covenants,  promises  and  agrees, 
that  it  will  at  its  own  proper  cost  and  charges  from  time  to  time  well 
and  sufficiently  insure  to  the  satisfaction  of  the  Iron  Company  and  at  all 
times  will  keep  well  and  sufficiently  insured  in  the  name  of  the  Iron 
Company,  all  and  every  the  buildings,  structures,  and  plants  aforesaid, 
and  all  additions  thereto  and  enlargements  thereof  against  the  casualties 
by  fire  during  the  continuance  of  this  lease,  and  in  case  any  of  said 
buildings  or  structures  shall  at  any  time  or  times  during  said  term  be 
damaged  or  destroyed  by  fire,  flood  or  other  casualty,  the  said  Steel 
Company  shall  and"  will  immediately  rebuild  or  well  and  sufficiently 
replace  the  same,  and  all  insurance  moneys  received  by  the  said  Iron 
Company  shall  be  turned  over  to  the  Steel  Company,  to  be  by  it  expended 
as  aforesaid  except  in  so  far  as  such  rebuilding  or  replacement  shall  be 
deemed  expedient  by  the  Board  of  Directors  of  the  corporations,  parties 
hereto,  in  which  case  the  proceeds  of  such  insurance  shall  be  applied  to  such 
other  permanent  improvements  or  additions  as  shall  be  approved  by  the 
Board  of  Directors  of  the  lessor  and  not  to  be  included  in  the  minimum 
expenditures  of  three  hundred  thousand  dollars  provided  for  in  the  sixth 
article  hereof. 

Sixth.  The  said  Steel  Company  further  covenants,  promises,  and  agrees 
that  commencing  with  the  first  year  of  the  tenancy  of  the  demised  premises 
and  within  the  period  of  ten  years  hereinafter  mentioned,  it  will  expend 
out  of  its  own  capital  the  sum  of  not  less  than  three  millions  of  dollars 
in  lands,  machinery,  buildings,  appliances  and  in  permanent  improvements 
or  additions  properly  chargeable  to  capital  account  and  in  the  purchase  of 
other  properties  or  interest  (title  to  which  shall  be  taken  to  the  Iron 
Company)  for  the  use  of  the  Steel  Company  under  the  lease  for  the  pur- 
pose of  increasing 'the  efficiency  of  the  said  works  and  extending  and 
rendering  more  profitable  the  business  carried  on  in  them ;  it  being  further 
agreed  by  said  Steel  Company  that  the  amount  to  be  expended  as  afore- 
said Fhall  not  be  less  in  any  one  year  than  three  hundred  thousand  dollars, 
provided,  however,  that  the  Iron  Company  may  at  any  time,  or  from  time 
to  time  assent  to  a  postponement  of  any  part  of  the  minimum  expenditure 
of  any  one  year,  and  provided  that  the  entire  three  million  dollars  shall 
be  expended  within  a  period  of  ten  years  from  the  date  of  this  lease. 

Seventh.  The  said  Steel  Company  further  agrees  that  it  will  during  the 
continuance  of  this  lease  maintain  the  said  manufacturing  plant  in  a  state 
of  general  efficiency,  making  all  such  necessary  repairs  and  renewals  of 
machinery  and  appliances  as  may  be  required  to  keep  the  general  produc- 
tiveness of  the  works  and  business  unimpaired  and  up  to  the  requirements 
of  the  times;  and  the  said  Steel  Company  further  agrees  that,  except  in 
the  case  of  strikes  or  unavoidable  accidents,  it  will  not  allow  a  general 
suspension  of  manufacturing  operations  at  the  said  works  for  more  than 
three  months  in  any  one  year  without  the  WTitten  assent  of  the  said  Iron 
Company,  the  intention  being  that,  except  as  herein  excepted,  the  con- 
tinuous operation  of  the  said  works  shall  be  substantially  maintained. 

Eighth.     It  being  understood  that  the  following  stocks  in  allied  corpora 
tions  or  associations  belonging  to   the  said   Iron  Company  are   a  part   of 
the   operating  i)roi>erty   of  the   said   works,   said   stocks   being   as   follows: 


1212    CORPORATION  FORMS  AND  PRECEDENTS. 

6,975  shares  Tht   Iron  Company,  Limited;   500  shares 

Steel    Company;    526    shares    Ordnance 

Company,  preferred;   263  shares   Ordnance  Company,  common: 

It  is  hereby  agreed  that  the  said  stocks  shall  continue  to  be  held  by 
the  said  Iron  Company,  all  dividends  paid  thereon  to  be  turned  over  by 
said  Iron  Company  to  the  said  Steel  Company,  the  said  Steel  Company  to 
have  at  all  times  the  authority  from  said  Iron  Company  to  vote  said  stocks 
at  all  meetings  of  the  respective  corporations  or  associations;  and  the  said 
Iron  Company  covenants,  promises,  and  agrees  to  execute  and  deliver  to 
the  said  Steel  Company  from  time  to  time  such  proxies  and  powers  as  may 
be  required  for  the  purpose  aforesaid.  It  is  further  agreed  that  such  sale, 
exchange  or  other  disposition  of  said  stocks  and  any  of  them  shall  be  made 
from  time  to  time  by  said  Iron  Company  as  the  said  Steel  Company  may 
desire,  the  proceeds  to  be  applied  as  may  be  determined  by  the  joint 
resolution  of  the  Boards  of  the  said  companies. 

Ninth.  It  is  further  covenanted  and  agreed  between  the  parties  hereto, 
that  all  lands  or  other  property  or  any  interest  therein,  including  particu- 
larly any  new  or  dependent  plant  or  plants  which  may  at  any  time  here- 
after be  acquired  or  constructed  by  the  Steel  Company  out  of  the  moneys 
paid  into  the  treasury  of  the  Steel  Company  on  account  of  calls  here- 
after to  be  made  upon  subscription  to  the  fifteen  million  dollars  of  capital 
stock  of  the  said  Steel  Company  shall  be  and  continue  to  be  a  further 
security  for  the  payment  of  the  rental  herein  reserved,  and  no  mortgage 
other  than  a  purchase  money  mortgage  shall  be  placed  thereon  or  on 
any  part  thereof  until  the  Steel  Company  by  prior  mortgage  or  other 
mortgage,  or  other  appropriate  conveyance,  shall  have  secured  thereon 
a  continuing  lien  in  favor  of  the  Iron  Company  to  secure  all  installments 
of  rental  which  may  thereafter  accrue  under  the  terms  hereof,  and  it  is 
further  covenanted  between  the  parties  hereto  that  the  Steel  Company 
shall  not  at  any  time  during  the  continuance  of  this  lease  take  a  lease 
or  leases  of  property  involving  the  payment  of  an  annual  rental  amounting 
in  the  aggregate  to  Twenty  thousand  dollars  without  the  approval  of  a 
"majority  in  interest  of  the  stockholders  of  the  Iron  Company  expressed  at 
a  meeting  called  for  the  purpose,  and  it  is  expressly  covenanted  and  agreed 
between  the  parties  hereto  that  the  covenants  of  this  article  are  of 
substance,  and  that  the  Iron  Company  shall  be  entitled  to  specific  per- 
formance by  appropriate  proceedings  in  a  court  of  equity. 

Tenth.  The  said  Iron  Company  shall  have  the  right  at  all  times  during 
the  term  of  this  lease,  by  its  officers  or  agents  duly  appointed,  to  enter 
upon  the  demised  premises  for  the  purpose  of  examining  the  same  and  the 
condition  thereof  and  to  require  the  said  Steel  Company  to  furnish  any 
and  all  information  which,  may  be  pertinent  to  the  condition  of  the 
property  leased,  assigned  or  transferred  hereunder,  and  particularly  as 
to  the  disposition  or  sale  of  any  portion  thereof  or  the  proceeds  of  the 
same,  and  as  to  all  expenditures  of  the  said  Steel  Company  under  this 
agreement,  and  the  said  Steel  Company  covenants  and  agrees,  upon 
request  being  made  for  such  information,  to  furnish  the  same  within  a 
reasonable    time. 

Eleventh.  It  is  agreed  that  in  addition  to  any  and  all  other  remedies 
which  the  said  Iron  Company  may  have  at  law  or  in  equity  for  any  breach 
by  the  said  Steel  Company  of  its  covenants  herein  set  forth,  any  failure 


DEEDS,  MORTGAGES  AND  LEASES.  1213 

of  the  said  Steel  Company  to  fully  keep  and  perform  any  of  its  covenants 
herein  set  forth  shall,  at  the  option  of  the  said  Iron  Company,  work  a 
forfeiture  of  this  lease,  and  the  said  Iron  Company  shall  thereupon 
have  the  rip;ht  to  take  possession  of  all  chattels  therein  or  thereon  without 
impairing,'  its  rij^hts  to  recover  any  and  all  damages  which  it  may  have 
sustaineil  by  the  default  of  the  said  Steel  Company:  Provided,  however, 
that  before  any  such  forfeiture  be  made,  notice  in  writing  shall  be  served 
upon  the  Steel  Company  at  its  principal  office,  specifying  the  breach  of 
covenant  and  requiring  performance  thereof  within  sixty  days  from  the 
time  of  the  receipt  of  such  notice  by  the  Steel  Company,  and  in  default  of 
performance  of  said  covenants  thus  specified  for  said  period  of  sixty 
days,  the  Iron  Company,  at  its  option,  may  declare  the  forfeiture  of  said 
lease  and  by  its  oflTicers,  agents,  or  attorneys,  re-enter  upon  the  demised 
premises    and    retake   possession   thereof. 

Twelfth.  It  is  agreed  that  this  lease  and  all  transfers  of  the  possession 
of  property  under  it  shall  be  regarded  as  taking  effect  on  the  First  day 
of  May,  A.  D.  1899,  on  and  after  which  date  all  business  transacted  by 
the  said  Iron  Companj'  shall  be  for  and  on  account  of  the  said  Steel 
Company. 

In  Witness  Whereof,  the  Corporations  parties  hereto  have  caused  their 
corporate  seals  to  be  hereunto  affixed  and  duly  attested  the  day  and  year 
first  above  written. 

The  Iron  Co., 

By    

President. 

Attest: 

Secretary. 

[Seal  of  Iron  Co.] 

Steel  Company, 

By    

President. 
Attest : 

Secretary. 

[Seal  of  Steel  Co.] 
(Acknowledgments  attached.) 

The  above  instrument  was  considered  in  Wieder  .v.  Bethlehem  Steel  Co., 
205  Pa.  St.  186. 

See  Form  1263,  and  Forms  1647-1649,  sujjra,  and  notes  thereunder. 

Form  1651. 
LEASE  OF  RAILROAD. 

This  Indenture,  made  this  eighth  day  of  December,  in  the  year  one 
thousand,  eight  hundred  and  eighty-one,  between  the  Olean,  Bradford  & 
Warren  Eailway  Company  of  Pennsylvania,  of  the  first  part,  and  the 
Buffalo,  New  York  and  Philadelphia  Hallway  Company,  of  the  second 
part,   witnesseth : 

WTiereas,  the  party  of  the  first  part  is  a  railroad  corporation  duly 
organized  and  existing  under  and  by  virtue  of  the  laws  of  the  State  of 


1214     CORPORATION  FORMS  AND  PRECEDENTS. 

Peniisylvauia,  and  owning  and  engaged  iu  the  operation  of  a  railroad 
from  t^ie  City  of  Bradford,  MeKean  County  ^nd  State  of  Pennsylvania, 
to  the  State  line  between  the  States  of  New  York  and  Pennsylvania;  and, 

Whereas,  the  party  of  the  second  part  is  a  railroad  corporation  duly 
organized  and  existing  under  and  by  virtue  of  the  laws  of  the  State  of 
New  York  and  of  the  Commonwealth  of  Pennsylvania,  and  owning  and 
operating  a  railroad  extending  from  the  City  of  Buffalo,  via  Olean, 
aforesaid,  to  Emporium,  in  the  State  of  Pennsylvania;   and, 

Whereas,  the  railroads  of  the  respective  parties  hereto  form  a  continuous 
line  of  railroad  with  each  other,  and  it  is  deemed  for  the  best  interests 
of  both  parties  that  their  respective  roads  should  be  under  one  manage- 
ment  and   control ;    and. 

Whereas,  the  party  of  the  first  part,  in  pursuance  of  the  power  and 
authority  in  it  vested,  has  agreed  to  grant  unto  the  party  of  the  second 
part,  for  the  time  and  upon  the  terms  and  conditions  herein  set  forth, 
a  lease  of  the  said  railway  of  the  said  party  of  the  first  part,  with 
any  additions  and  extensions  thereof  thereafter  to  be  made,  and  the  said 
party  of  the  second  part  has,  in  pursuance  of  the  power  and  authority 
in  it  vested  by  the  laws  of  said  States,  agreed  to  accept  said  lease;   and, 

^Miereas,  the  granting  and  accejiting  of  such  lease  have  been  duly 
approved,  ratified  and  accepted  by  the  persons  holding  more  than  three- 
fourths  of  the  capital  stock  of  the  parties  of  the  first  and  second  parts, 
respectively,  at  meetings  of  the  stockholders  of  said  parties  respectively, 
duly  called  for  that  purpose,  and  the  execution  and  delivery  of  these 
presents  by  and  between  said  parties,  respectively,  have  been  duly  author- 
ized and  directed  as  well  by  resolutions  of  'the  respective  Boards  of 
Directors  of  the  said  parties,  respectively,  as  by  resolutions  of  their  stock- 
holders, respectively,  adopted  at  the  meetings  aforesaid,  by  the  votes  of 
more  than  three-fourths  of  such  capital  stock  respectively. 

Now  therefore,  this   indenture  witnesseth: 

First.  That  the  said  party  of  the  first  part,  by  virtue  and  in  exercise 
of  the  power  and  authority  in  it  vested,  as  aforesaid,  and  for  and  in 
consideration  of  the  rents,  covenants  and  conditions  herein  expressed  and 
contained  on  the  part  of  the  party  of  the  second  part,  to  be  paid,  kept 
and  performed,  hath  granted,  demised  and  letten,  and  by  these  presents 
doth  grant,  demise  and  let,  unto  the  said  party  of  the  second  part,  and 
to  its  successors  and  assigns,  all  and  singular  the  railway  of  the  party 
of  the  first  part,  extending  from  the  City  of  Bradford,  in  the  County  of 
McKean  and  in  the  State  of  Pennsylvania,  northeasterly  to  the  State  line 
between  the  States  of  New  York  and  Pennsylvania,  with  any  additions 
or  extensions  thereof  thereafter  to  be  made,  and  all  side  tracks,  turnouts, 
bridges,  depots,  stations  and  other  structures  and  things  which  now  do  or 
shall  at  any  time  hereafter  belong  or  appertain  to  the  said  railway  or 
any  part  of  it,  or  which  have  been  or  shall  be  provided,  for  use  in  con- 
nection herewith,  and  all  depots,  stations,  warehouses  and  other  struc- 
tures, as  well  at  either  terminus  of  said,  railway  as  along  its  route, 
and  also  all  of  the  lands,  whether  now  acquired  or  hereafter  to  be 
acquired  by,  or  in  the  name  of  said  party  of  the  first  part,  on  which  the 
said  railway,  or  any  part  of  it,  or  any  or  either  of  the  said  side  tracks, 
turn-outs,  depots,  st^ions,  or  other  structures  or  things  appertaining  to 
the   said   railway   now   are,   or   shall   be  located   or   placed    or   which  have 


DEEDS,  .AlORTGAGES  AND  LEASES.  1215 

been  or  shall  1-e  procured  for  any  such  purpose,  or  for  any  other  purpose 
in  connection  with  or  appurtenant  to  the  said  railway  or  any  part  of  it, 
and  all  the  cars,  locomotives,  euj^ines,  tools,  machinery,  works,  equipments 
and  appliances  belonging  to  or  connecte<l  with  8ai<l  railroad  and  the  use 
thereof,  and  all  contracts,  agreements,  rights,  easements,  franchises,  and 
privileges  of  the  said  party  of  the  first  p^irt,  in  connection  with  the  said 
railway  and  other  above  mentioned  premises  and  generally  all  and  singular 
the  rights,  interests,  i»roi)ert3',  franchises  and  other  things  of  whatever  kind 
belonging  or  appertaining  to  the  said  railway  and  other  premises  which 
the  said  party  of  the  first  part  now  has,  or  may  at  any  time  hereafter 
acquire,  or  to  which  it  is  now  entitled  or  may  at  any  time  become  entitled. 

To  have  and  to  hold  all  and  singular  the  said  railway  and  other  premises 
and  pro[ierty,  real  and  personal,  rights,  interests  and  franchises,  and  all 
benefit  and  advantages  thereof,  unto  the  said  party  of  the  second  part, 
for  and  during  and  until  the  full  term  of  nine  hundred  and  ninety-nine 
years  from  the  day  of  the  date  hereof  and  fully  to  be  completed  and 
ended.  Provided,  however,  and  it  is  hereby  expressly  agreed,  that  nothing 
herein  contained  shall  be  deemed  or  in  any  manner  taken  to  affect  the 
right  of  corporate  existence  of  the  said  party  of  the  first  part,  or  to 
affect  any  powers  and  franchises,  the  exercise  of  which  may  from  time 
to  time  become  necessary  to  protect  the  interests  of  its  stockholders,  or  its 
own  interests,  or  the  interests  of  the  party  of  the  second  part  hereto 
according  to  the  true  intent  and  meaning  of  this  instrument. 

Second.  That  the  said  party  of  the  first  part,  for  itself,  its  successors 
and  assigns  doth  hereby,  in  consideration  of  the  premises,  covenant  and 
agree  with  the  party  of  the  second  part,  its  successors  and  assigns,  that 
the  party  of  the  first  part  is  well  seized  of  and  entitled  to  the  possession 
of  all  and  singular  the  property  hereby  demised,  and  that  the  same  is 
free  and  clear  of  all  encumbrances  and  liens  of  every  name  and  nature, 
and  that  the  latter,  observing  and  fulfilling  the  covenants  on  its  part 
herein  contained,  shall  during  the  term  hereby  granted  have,  use,  occupy 
and  possess  and  enjoy  the  said  railway  and  other  above  granted  premises, 
and  receive  and  enjoy  to  its  own  use,  the  earnings  and  income  and  all 
other  benefits  and  advantages  thereof  without  and  free  from  all  manner 
of  molestation  or  disturbance  on  the  part  of  the  party  of  the  first  part, 
its  successors  or  assigns,  or  of  any  other  person,  or  persons  lawfully 
claiming  or  to  claim  the  same;  that  the  said  party  of  the  first  part  will 
at  any  and  all  times  during  the  continuance  of  these  presents,  upon  the 
reasonable  request  of  the  said  party  of  the  second  part,  make,  execute  and 
deliver  to  the  latter,  all  such  deeds,  -leases  and  instruments  in  writing,  as 
may  be  necessary  or  proper  to  confirm  and  assure  to  said  party  of  the 
first  part  its  successors  and  assigns,  said  railway  and  other  premises 
above  described,  and  hereby  granted  or  intended  so  to  be,  for  the  period 
of  time,  and  upon  the  terms  and  conditions  above  expressed,  and  so  as 
to  carry  into  effect  the  intent  and  meaning  of  these  presents  in  relation 
thereto,  and  especially  in  relation  to  any  part  or  portions  of  the  said 
railway  and  other  described  premises  which  shall  hereafter  be  acquired  by 
the  said  party  of  the  first  part ;  that  the  said  party  of  the  first  part 
will,  during  the  continuance  of  these  presents,  keep  up  and  maintain  its 
organization  and  existence  as  a  body  corporate,  and  to  that  end  will  from 
time  to  time  comply  with  whatever  is  or  may  be  required  of  it  by  law; 


1216    CORPORATION  FORMS  AND  PRECEDENTS. 

that  it  Tvill  for  and  during  the  term  granted  by  these  presents,  warrant 
and  defend  the  said  railway  and  other  above  described  premises  and 
every  part  thereof,  whether  now  acquired  or  hereafter  to  be  acquired 
unto  the  said  party  of  the  second  part  so  that  the  same  may  be  held  and 
enjoyed  by  the  latter  according  to  the  provisions  of  these  presents  against 
any  persons  or  person  whomsoever  lawfully  claiming  or  to  claim  the  same; 
that  it  will  from  time  to  time  upon  request  of  the  party  of  the  second 
part  adopt  such  laws  and  regulations  and  do  and  perform  such  lawful 
acts  and  things  as  may  be  necessary  or  proper  for  the  acquisition  or 
procurement  by  condemnation  or  otherwise  of  any  land  privileges  or  fran- 
chises needed  for  the  said  railway  or  in  connection  therewith  or  to 
facilitate  in  any  respect  the  completion  or  improvement  of  the  said  railway 
by  extension,  enlargement,  ad(,lition  or  otherwise,  or  for  the  protection  and 
preservation  of  the  same  and  of  the  rights  and  franchises  connected 
therewith,  and  for  maintaining  the  said  party, of  the  second  part  in  the 
full  and  free  enjoyment  during  the  term  hereby  granted  of  the  said 
railway  and  its  appurtenances  and  said  rights  and  franchises;  and  that 
it  will  procure  its  charter  and  corporate  existence  to  be  extended  to  the 
full  end  and  term  of  this  lease  as  hereinbefore  specified;  and  that  it  will 
take  all  necessary  proceedings  for  that  purpose,  and  that  if  default  should 
be  made  by  the  party  of  the  first  part  in  any  of  the  matters  aforesaid, 
or  if  the  parties  of  the  second  part  deem  it  expedient  the  same  may  be 
done  by  the  party  of  the  second  part  or  its  officers  or  agents  in  the  name 
and  as  the  act  of  the  party  of  the  first  part;  and  that  the  party  of  the 
second  part  may  for  its  own  use  and  benefit,  but  at  its  own  expense  and 
charge  use  the  name,  franchise  and  corporate  power  of  the  party  of  the 
first  part  for  such  purpose,  and  also  in  commencing,  prosecuting  or  defend- 
ing any  suit,  action  or  other  legal  proceedings  which  may  be  necessary  or 
proper  to  enable  the  party  of  the  second  part  to  assert,  maintain  or 
defend  any  right,  franchise  or  privilege  belonging  to  the  party  of  the 
first  part,  in  reference  to  the  said  railway  or  to  the  construction,  main- 
tenance or  operation  of  said  railway,  or  to  protect  such  rights,  franchises 
and  privileges  from  invasion  or  injury. 

Third.  That  the  said  party  of  the  second  part  in  consideration  of  the 
premises  and  of  the  covenants  herein  contained  on  the  part  of  the  party 
of  the  first  part,  doth  hereby  for  itself,  its  successors  and  assigns,  covenant 
and  agree  with  the  party  of  the  first  part,  its  successors  and  assigns, 
that  the  said  party  of  the  second  part,  its  successors  and  assigns,  will  duly 
pay,  satisfy  and  discharge  all  taxes  and  assessments  of  every  description 
which  at  any  time  during  the  term  hereby  granted  shall  be  levied  or 
imposed  upon  or  may  accrue  in  respect  to  the  said  railway  or  other  premises 
hereby  demised  or  any  part  thereof  or  the  business  done  upon  said  railr 
way  from  the  date  hereof  in  the  same  manner  and  to  the  same  extent 
as  the  party  of  the  first  part  would  be  liable  to  pay  if  these  presents 
had  not  been  executed. 

Fourth.  That  the  said  party  of  the  second  part  will  also  at  all  times 
during  the  said  term,  at  its  own  expense,  operate  the  said  railway  and 
maintain  and  keep  the  same  and  everything  appertaining  thereto  in  good 
order,  condition  and  repair,  and  as  soon  as  the  said  railway  or  any  part 
thereof  shall  be  completed  so  that  it  may  be  put  in  operation,  will 
thenceforth    during   the    remainder   of    the    term    hereby   granted,    operate 


/^'  DEEDS,  MORTGAGES  AND  LEASES.  1217 

the  same  and  furnish  such  materials,  rolling  stock,  equipment,  supplies  ami 
other  things  as  shall  be  requisite  for  that  purpose,  and  will  indemnify 
and  save  harmless  the  party  of  the  first  part  of  and  from  any  and  all 
loss,  expense,  cost  and  damage  by  reason  of  any  loss  or  injury  to  any 
property,  passenger  or  other  person  caused  by  the  operation  of  the 
railway  of  the  party  of  the  first  part  which  the  party  of  the  first  part 
shall  sustain  or  incur  by  reason  of  any  default  upon  the  part  of  the  party 
of  the  second  jjart,  or  its  agents  or  employees  in  the  operation,  manage- 
ment or  use  of  the  said  railway  and  demised  premises  or  any  part  thereof, 
or  by  omission  on  its  part  to  perform  any  act  or  thing  required  by  law 
to  be  done  in  or  about  the  operation  thereof,  but  notice  of  every  such 
claim  shall  be  given  to  the  party  of  the  second  part  so  that  it  may  have 
reasonable  opportunity  to  examine  and  defend  the  sanle,  and  that  generally 
in  respect  of  the  said  railway  and  the  maintenance,  management  and 
operation  thereof,  the  said  party  of  the  first  part  will,  during  the  said 
term  hereby  granted  observe,  perform  and  fulfill  all  duties  and  obligations 
which  now  rest  or  may  hereafter  be  imposed  upon  the  saiil  party  of  the 
first  part  under  or  by  virtue  of  the  laws  of  the  said  State  of  Pennsylvania, 
or  otherwise  to  the  same  extent  and  effect  as  the  said  party  of  the  first 
part  would  be  compelled  to  observe,  perform  and  fulfill  such  duties  and 
obligations  if  these  presents  had  not  been  made,  and  at  the  expiration 
or  sooner  determination  of  the  said  term,  the  said  party  of  the  second 
part  will  surrender  the  said  railway  and  other  hereby  granted  premises 
and  property  to  said  party  of  the  first  part,  its  successors  or  assigns,  in 
as  good  state  and  condition  as  it  ought  to  be  in  according  to  the  stipu- 
lations  of   these   presents. 

Fifth.  That  the  said  party  of  the  second  part,  its  successors  and 
assigns  in  consideration  of  the  premises  and  of  the  covenants  herein 
contained  on  the  part  of  the  party  of  the  first  part,  will  hire  and  take, 
and  does  hereby  hire  and  take,  and  will  pay  unto  the  party  of  the  first 
part  as  and  for  the  rent  of  said  premises  fifty  dollars  per  annum  during 
each  and  every  year  of  said  term,  payable  on  the  first  Monday  of  January 
in  each  year,  commencing  on  the  first  Monday  in  January  1893,  and  will 
also  as  a  part  of  said  rent  pay  dividends  on  all  shares  of  the  capital  stock 
of  said  lessor  company  now  outstanding  and  recorded  on  the  books 
thereof  for  which  certificates  shall  have  been  or  may  be  issued,  which 
said  dividends  shall  be  at  the  rate  of  seven  per  cent,  per  annum,  and 
shall  be  declared  semi-annually  on  some  day  between  the  first  and  fifteenth 
days  of  June  and  December  of  each  year,  and  shall  be  payable  on  some 
day  to  be  fixed  by  the  board  of  directors  of  said  lessee  between  the  first 
and  fifteenth  days  of  July  and  January  in  each  year  during  the  term 
hereby  created,  and  may  be  paid  either  directly  to  the  representative 
stockholders  of  said  party  of  the  first  part  in  whose  name  said  v^hares 
shall  at  the  time  of  the  payment  of  dividends,  stand  on  the  books  of  the 
said  party  of  the  first  part  or  to  the  said  party  of  the  first  part  for 
distribution  among  said  stockholders  at  the  election  of  the  party  of  the 
second  part,  and  such  payment  of  said  diWdends  in  either  of  these 
methods  shall  be  full  and  ample  discharge  and  satisfaction  of  all  claims 
in  respect  to  such  dividends. 

Sixth.  It  is  further  covenanted  and  agreed  by  and  between  the  parties 
hereto,    their    respective    successors   and    assigns   as    follows: 


1218    CORPORATION  FORMS  AND  PRECEDENTS. 

One.  This  lease  is  made,  delivered  and  accepted  upon  condition  that 
if  flefault  be  made  by  the  lessee  at  any  time  herein  and  such  default 
shall  continue  for  the  period  of  ninety  days,  in  the  payment  of  any 
dividends  or  other  rent  hereby  reserved  or  in  the  fulfillment  of  any  of 
the  covenants  herein  contained  on  the  part  of  the  said  lessee  to  be  kept  and 
performed,  then,  and  in  that  case,  and  from  thenceforth  this  lease  shall, 
at  the  option  of  the  lessor,  cease  and  become  void  and  of  no  effect,  and 
it  shall  be  lawful  for  the  lessor  or  its  successors  or  assigns,  into  and 
upon  the  said  demised  premises  and  every  part  thereof  wholly  to  re-enter 
and  to  remove  all  persons  therefrom  and  the  same  to  have  again  and 
re-possess  and  enjoy  as  in  its  first  and  former  estate,  anything  hereinbefore 
to  the  contrary  notwithstanding  and  thereupon  the  said  lessee,  its  successors 
and  assigns,  shall  account  to  and  with  said  lessor,  its  successors  and  assigns, 
for  and  in  respect  to  all  moneys  and  property  which  may  have  been 
received  by   the   said   lessee   hereunder. 

Two.  The  said  lessor  hereby  agrees  with  the  said  lessee,  its  successors  and 
assigns,  that  all  moneys  due  or  to.become  due  to  it  and  all  claims,  demands, 
causes  of  action,  contracts,  agreements,  licenses  and  all  other  corporate 
property  or  things  in  action  owned  or  possessed  by  it  and  not  included 
in  the  description  of  the  property  hereinbefore  demised,  including  any 
moneys  due  or  to  become  due  from  stockholders  on  unpaid  subscriptions 
of  stock,  shall  and  may  be  used  and  applied  by  said  lessee,  its  successors 
and  assigns  in  such  manner  and  to  such  extent  as  they  may  deem  necessary 
or  expedient  in  and  about  the  construction  of  any  uncompleted  portions  of 
the  railway  of  such  lessor  now  existing  or  hereafter  to  be  acquired  and  any 
additions  or  extensions  thereto  hereafter  to  be  made,  and  the  acquisition 
of  lands  or  rights  of-way  therefor  and  in  operating  said  railroad  now  exist- 
ing or  hereafter  to  be  acquired  and  any  additions  or  extensions  thereof, 
and  in  equipping  or  maintaining,  repairing  and  keeping  in  repair  the  same 
and  the  appurtenances  thereof,  and  the  premises  and  property  hereby 
acquired  and  generally  in  and  about  the  performance  of  the  several  acts 
and  things  herein  required  and  agreed  to  be  done  by  said  lessee,  its 
successors  or  assigns,  and  to  enable  the  said  lessee,  its  successors  and 
assigns,  to  pay  or  secure  to  be  paid  the  moneys  hereby  agreed  to  be  paid 
and  otherwise  to  do  perform-  and  fulfill  the  covenants  on  its  part  herein 
contained.  «• 

Three.  If,  hereafter  it  shall  appear  to  the  party  of  the  second  part, 
or  its  assigns,  that  the  line  or  lines,  route  or  routes,  grade  or  grades,  of 
the  railway  of  the  party  of  the  first  part  as  heretofore  adopted  can  by  a 
change  thereof  be  improved,  then  the  party  of  the  first  part  will  at  the 
expense  of  the  party  of  the  second  part,  from  time  to  time  take  or, 
cause  to  be  taken  such  proceedings  as  may  be  deemed  necessary  by  the 
party  of  the  second  part  for  that  purpose  and  such  proceedings  as  may 
be  deemed  necessary  by  the  party  of  the  second  part  to  secure  such 
changes  and  alterations  as  shall  make  the  operation  of  the  railway  of  the 
party  of  the  first  part  more  convenient  and  useful,  and  that  it  will  acquire 
in  the  manner  hereinbefore  mentioned,  any  and  all  additional  lands,  rights, 
and  privileges  requisite  for  the  purpose  of  making  such  alteration  and 
changes,  but  the  expense  thereof  shall  be  borne  by  the  party  of  the 
second    part. 

Fourth.     The   party    of   the    first    part    will,    from    fiiiio    tu    time,   adopt 


DEEDS,  MORTGAGES  AND  LEASES.  1219 

such  by-laws  and  regulations  and  take  all  such  legal  anil  jiroper  measures 
and  proceedinjjs  at  the  cost  and  ex]iense  of  the  party  of  the  second  part, 
as  may  be  needful  and  shall  lie  deemed  requisite  by  the  party  of  the 
second  part,  to  enable  the  party  of  the  second  part,  its  successors  and 
assigns,  to  secure  additional  lands,  privileges,  and  franchises  for  the 
purpose  of  increasing  the  capacity  of  the  railroad  of  the  party  of  the 
first  part  and  its  appurtenances  for  the  transportation  of  persons  and 
property,  and  for  the  more  convenient,  safe  and  profitalde  use  and  opera- 
tion of  the  property  hereby  demised,  and  in  case  of  its  failure  so  to  do 
the  party  of  the  second  part  shall  l)e  authorized  either  in  its  own  name 
or  the  name  of  the  party  of  the  first  i)art  to  take  all  such  measures  and 
proceedings  for  the  purposes  aforesaid. 

Fifth.  The  party  of  the  first  part  will,  at  the  request  of  the  party  of 
the  second  part  institute  and  prosecute  in  its  own  name,  any  and  all 
proper  proceedings  for  the  purpose  of  acquiring  the  right  to  cross,  intersect 
and  connect  with  any  other  railroad  or  railroads  which  it  shall  or  may 
become  necessary  to  cross,  intersect  or  unite  with  in.  the  construction  or 
oj)eration  of  the  railroad  of  the  party  of  the  first  part,  but  the  expenses 
thereof  shall  be  borne  by  the  party  of  the  second  part,  and  all  the  pro- 
ceedings herein  mentioned,  and  which  the  party  of  the  first  part  has  herein- 
})efore  agreed  to  institute  and  prosecute,  shall  be^  conducted  by  the  counsel 
of  the  party  of  the  second  part,  or  by  counsel  selected  by  it. 

Sixth.  The  boards  of  directors  of  the  respective  parties  hereto,  their 
successors  or  assigns,  may,  at  any  time  during  the  continuance  of  the 
term  hereby  created,  agree  upon  a  sum  in  gross  to  be  paid  or  secured  to 
be  paid  to  the  said  lessor,  its  successors  or  assigns,  in  satisfaction  and 
discharge  of  all  rents  under  this  lease,  save  and  excepting  the  sum  of 
fifty  dollars  annually  agreed  to  be  paid  as  hereinbefore  contained,  and 
said  lessor  for  itself,  its  successors  and  assigns,  shall  and  will  accept 
and  receive  said  sum  in  such  satisfaction  and  discharge,  and  shall  and  will 
execute  and  deliver  a  proper  release  and  discharge  accordingly. 

Seventh.  The  boards  of  directors  of  the  respective  parties  hereto,  their 
successors  or  assigns,  may,  at  .any  time  during  the  continuance  of  this 
lease  and  from  time  to  time  make  such  alterations  and  modifications  of 
the  terms,  conditions  and  provisions  hereof,  or  any  or  either  of  them,  as 
the  said  boards  may  deem  expedient,  and  this  lease  as  so  modified  shall 
be  construed  and  take  effect  as  if  the  same  had  originally  been  made  in 
such  altered  or  modified  form. 

In  witness  whereof,  the  parties  hereto  in  pursuance  of  resolutions  of  the-r 
respective  boards  of  directors  have  caused  these  presents  in  duplicAle  t^ 
be  subscribed  by  their  respective  presidents,  and  attested  by  their  respective 
secretaries,  and  their  respective  corjiorate  seals  to  be  hereunto  affixed,  tc» 
day  and  year  first  above  written. 

(Add    acknowledgments.)  (Signatures.) 

The  above  instrument  was  considered  in  Western  New  York,  etc.,  Ey.  Co. 
v.  Buffalo,  etc.,  Ry.  Co.,  193  Pa.  127,  and  was  held  that  the  agreement  was 
not  one  of  merger,  but  of  lease. 

See  Forms  1(547-1(550,  supra,  and  notes  thereunder. 

See  for  lease  bv  railroad,  and  other  quasi-public  corporations,  Cook  on 
Corporatioija.  SS  892-897,  941;  Clark   S:  M.,  Corp.,  §§162,  166. 


1220    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1652. 
ASSIGNMENT  OF  LEASE. 

Know  all   Men  by  These  Presents,  that   The    Company, 

a  corporation  organized  and  existing  under  the  laws  of ,  for 

and  in  consideration  of  the  sum  of   dollars,  to  it  duly 

P'"*'^!  by  ,  the  receipt  whereof  is  hereby  acknowl- 
edged, has  sold,  and  by  these  presents  does  grant,  convey,  assign,  transfer, 

and   set    over   unto   the   said    ,    a    certain    indenture 

of  lease,  bearing  date  the day  of 

A.  D.  19 ,  made  by ,  and  recorded  in  Book  A'o , 

P )  of   ,  in  the  oflice  of  the  recorder   [or  clerk]   of 

county,   in  the  state  of    ,  together  with 

all  and  singular  the  premises  therein  mentioned  and  described  and  the 
buildings  thereon,  with  the  appurtenances;  the  said  premises  being  described 
as  follows,  to  wit:  [here  give  description  of  premises.]     To  have  and  to  hold 

the  same  unto  the  said    ,   and  his  assigns,   from  the 

day  of    ,   for  and   during  all   the  rest, 

residue,  and  remainder  yet  to  come  of  and  in  the  term  of   

years  mentioned  in  the  said  indenture  of  lease,  subject  to  the  conditions 
and  provisions  therein  also  mentioned.  And  said  The Com- 
pany  does   hereby   covenant,   grant,   promise,    and   agree   to   and   with   the 

s^i<i   ,  and  his  assigns,  that  the  said  assigned  premises 

now  are  free  and  clear  of  and  from  all  former  and  other  gifts,,  grants,  bar- 
gains, sales,  leases,  judgments,  executions,  back  rents,  taxes,  assessments, 
and  incumbrances  whatsoever. 

In  Witness  "Whereof,  said   The   Company  has  caused 

these  presents  to  be  signed  by  its  President,  thereunto  duly  authorized,  and 
its  corporate  seal  to  be  hereunto  affixed  and  attested  by  its  Secretary,  this 

day  of A.  D.  19 

The   Company, 

By  

[Corporate  Seal]  Its  President. 

Attest : 


Secretary. 
See  Form  1G48,  supra. 


Form  1653. 

NOTICE  TO  QUIT  BY  A  LANDLORD  TO  A  TENANT  FROM 
YEAR  TO  YEAR. 

To  the   Company, 


The    Company,   a    Corporation, 

hereby  gives  you  notice  and  requires  you  to  quit  and  deliver  up  to  it,  or  its 

assigns,  on  the   .'. day  of  ,  19....,  the 

possession  of   (describe  generally  property  leased),  with  the  appurtenances 
which  you  now  hold,  or  claim  to  hold  of  it,  situate  in  the    (city,  town  or 


DEEDS,  MORTGAGES  AND  LEASES. 


1221 


county)  of ,  State  of ,  and  more  par- 
ticularly described  as  follows:      i, Description  of  leased  premises.) 

Dated  this    day  of    ,   19 

The  Company, 

By  

[Corporate  Se.s^i,]  Its  President. 

Attest : 


Secretary. 

Form  1654. 

NOTICE  BY  A  TENANT  FROM  YEAR  TO  YEAR  OF  ITS 
INTENTION  TO  QUIT. 

To  the   Company, 


The   Company,  a   Corporat ion, 

hereby  gives  you   notice  of  its  intention  to  quit,  and  that  it  will,  on  the 

day  of   next,  quit  and  deliver  up  the 

possession  of  the   (describe  property  generally),  which  it  now  occupies,  or 
which  you  may  insist  it  holds  of  you,  situate  in  the   (city,  town  or  county) 

of   State  of   

Dated  this   day  of   ,   19 

The  Company, 

By  

[CoR'r^oRATE  Seal]  Its  President. 

Attest : 


Secretary. 


Form  1655. 


NOTICE  TO  REMOVE  PROPERTY  ON  EXPIRATION  OF 

LEASE. 

Pennsylvania  Eailroad  Company. 
Philadelphia,  15th  May,  1902. 

Mr.  Robert  C.  Clowry,  Prest.  Western  Union  Tel.  Co.,  New  York  City. 
My  Dear  Sir: — In  pursuance  of  action  taken  by  the  board  of  directors  of 
this  company  on  14th  May,  1902,  I  send  the  enclosed  notice.  Kindly 
acknowledge  receipt,  and  oblige,  Very  truly  yours, 

[Signed]  '  Lewis  Neilson,  Secretary. 

To  the  Western  Union  Telegraph  Company:  You  are  hereby  notified  to 
remove  within  six  (6)  months  from  the  1st  day  of  June,  1902,  all  of  your 
poles,  wires  and  property  from  the  right  of  way  and  property  of  this  com- 
pany and  of  the  other  companies  named  in  a  certain  agreement  between 
this  company  and  yon  dated  the  twentieth  day  of  September,  Anno  Domini 
1881  (a  copy  whereof  is  hereto  attached),  or  named  in  any  addition,  or  addi- 
tions, supplement  or  supplements,  written  or  verbal,  to  said  contract,  and 
to  leave  the  property  of  this  company  and  of  the  other  companies  referred 


1222    CORPORATION  FORMS  AND  PRECEDENTS. 

to  in  good  condition  and  free  from  the  encumbrance  of  your  said  poles, 
wires,  and  other  property,  to  the  satisfaction  of  the  general  manager  of 
this  company.  And  you  are  also  notified  that  if  not  so  removed  and  such 
property  left  in  said  good  condition  by  you,  this  company  will,  at  your 
expense,  cause  your  said  poles,  wires  and  other  property  occupying  the  right 
of  way  or  property  of  this  and  the  other  companies  referred  to,  to  be 
removed  and  said  property  left  in  good  condition  free  from  the  encum- 
brances of  the  said  wires,  poles,  and  other  property,  to  the  satisfaction  of 
the  general  manager  of  this  company. 

In  witness  whereof,  the  said  The  Pennsylvania  Eailroad  Company  has 
caused  its  corporate  seal  to  be  hereunto  affixed,  duly  attested  by  the 
signature  of  its  proper  officers,  this  fourteenth  day  of  :\lay.  Anno  Domini 
1902. 

The   Pennsylvania   Eailroad   Company, 

[Seal]  By   [Signed]   A.  J.  Cassatt,  President. 

Attest:   [Signed]  Lewis  Neilson,  Secretary. 

See  Western  Union  Tel.  Co.  v.  Pennsylvania  E.  Co.,  123  Fed.  33,  where 
the  above  notice  was  considered. 

Form  1656. 

NOTICE  TO  TENANT  OF  A  CONVEYANCE  TO  A 
PURCHASER. 

Sir: — The   Company,  a  corporation  of  the  State  of 

J   hereby   gives   you   notice,   that  by  conveyance   duly 

executed  and  dated,  A  B  of    ,  your  late  landlord,  and  all 

other  necessary  parties,  duly  sold  and  conveyed  all  the  estate  and  interest 

in  the   situate  at,  etc.,  and  which  you  hold  or  claim 

to  hold  as  tenant  thereof,  and  that  the  right  to  such  estate  and  premises  is 

now  vested  in  said  The   Company,  and  that  you  must 

pay  to  it  all  rents  accruing  due  since  the day  of   , 

in  the  year ,  and  observe  and  perform  with  it  all  covenants, 

and  agreements,  and  terms  upon  which  you  hold  or  claim  to  hold  the  said 
premises. 

The    Company, 

To  By    

Its   President. 


Form  1657. 

STOCKHOLDER'S    RESOLUTION    CONCERNING    DE- 
FAULTED LEASE  AND  NOTICE  OF  RESOLUTION. 

Whereas,  under  indenture  made  the  26th  day  of  January,  1900,  between 
this  Company  and  the  Lehigh  Valley  Traction  Company  a  lease  was  duly 
executed,  wherein  the  Lehigh  Valley  Traction  Company,  lessee,  agreed  among 
other  things  to  pay  as  rental  or  compensation  for  the  use  of  the  property  of 
this  Company,  certain  amounts  representing  5%  of  the  bonds  of  the  Com- 
pany, and  a  dividend  of  5%  on  the  Capital  Stock  thereof: 


i>/:eds,  mortgaoes  and  leases.         1223 

And  Whereas  uuder  the  aaiiie  Indenture,  it  was  provided  that  if  the 
Lessee  shall  make  default  in  the  jjaynieut  of  the  said  rental  and  such  default 
continue  for  a  period  of  thirty  days  after  time  for  such  payment,  it  is  the 
right  of  this  Company  to  declare  said  lease  forfeited  and  at  an  end,  and  if 
within  thirty  days  after  notice  of  such  intended  forfeiture  the  Lessee  does 
not  make  the  payments,  or  perform  the  covenants  as  to  which  it  has  so 
defaulted,  then  this  lease  shall  be  ended  and  determined. 

And  Whereas,  the  payment  of  the  semi-annual  dividend  of  2V{,%  on  the 
Capital  stock  due  and  payable  the  1st  Monday  of  February,  1903,  was 
passed  and  default  made  therein  and  still  remains  unpaid. 

Therefore  Eesolved,  that  this  Company  so  notify  the  Lessee  that  this 
default  was  made  and  still  exists,  and  that  unless  payment  be  made  within 
30  days  from  this  date,  the  lease  shall  be  and  is  hereby  declared  forfeited 
and  at  an  end  and  this  Company  will  enter  in  and  take  possession  of  its 
property  again  and  make  claim  for  such  defaulted  payments  and  such  other 
damages  as  may  have  been  sustained  by  reason  of  such  lease  and  forfeiture. 

On  July  13,  1903,  a  notice  was  served  upon  the  president  of  the  les^see, 
and  the  receivers,  to  the  ofiicers  and  receivers  of  the  lessee,  reciting  the 
above  resolution,  and  concluding  as  follows: 

Kow,  therefore,  you  are  hereby  notified  that  the  said  Bethlehem  and  Naza- 
reth Passenger  Railway  Company,  through  its  stockholders,  has  this  day 
by  resolution  dcchired  said  lease  forfeited  and  at  an  end,  and  that  the  said 
Bethlehem  and  Nazareth  Passenger  Eailway  Company  will  enter  in  and  take 
possession  of  its  proi)erty  again,  with  the  same  effect  as  if  the  said  lease 
in  the  foregoing  preamble  and  resolution  recited,  had  never  been  entered 
into  and  made,  and  will  make  claim  for  such  defaulted  payments  and  such 
other  damages  as  it  may  have  sustained  by  reason  of  such  lease  and  for- 
feiture, unless  payment  be  made  within  thirty  days  from  the  service  of  this 
notice,  of  all  defaulted  rentals  and  interest,  and  other  damages  that  may 
have  been  sustained  by  the  said  Bethlehem  and  Nazareth  Passenger  Eail- 
way  Company  by  reason  of  said  default. 

See  Johnson  V.  Lehigh  Valley  Traction  Co.,  130  Fed.  932  for  history  of 
above  resolution  and  other  forms. 

Form  1658. 
TESTIMONIUM  CLAUSE  OF  DEED  POLL. 

In  Witness  Whereof,  The  Company  has  caused  this 

instrument  to  be  executed  in  its  Corporate  name  and  in  its  behalf  by  its 
President  and  its  Corporate  Seal  to  be  hereunto  affixed  and  the  same  to  be 

attested  by  the  signature  of  its  Secretary  at   ,  on  this 

day  of   ,  19 

The    Company, 

By  

[Corporate  Seal]  President. 

Attest : 


Secretary. 

Form  1659. 
TESTIMONIUM  CLAUSE  OF  INDENTURE. 

In    Witness   Whereof,   The .    Company    has   caused 

these  presents  to  be  executed  in  its  Corporate  name  and  on  its  behalf  by 


1224    CORPORATION  FORMS  AND  PRECEDENTS. 

its  President,  and  its  Corporate  Seal  to  be  hereto  affixed  and  attested  by 

its  Secretary,  and  the   Company  has  caused  these 

presents  to  be  executed  in  its  Corporate  name  and  on  its  behalf  by  its 
President  and  its  Corporate  Seal  to  be  hereto  affixed  and  attested  by  its 
Secretary,  all  as  of  the  day  and  year  first  above  written. 

The Company, 

By  

[Corporate  Seal]  President. 

Attest : 


Secretary. 

Company, 

By 

[Corporate  Seal]  President. 

Attest : 

Secretary. 


CHAPTER  XXVII. 

BOND  ISSUES. 

Form  1660. 

TRUST  DEED  SECURING  FIRST  MORTGAGE  BONDS' 

This  Iiulentiire,  Made  this  thirtieth  day  of  Deeeniber,  in  the  year  of  our 
Lord  one  thousand  nine  hundred  and  nine   (A.  D.   1909),  by  and  between 

Company,  a  corporation  duly  organized  and  existing 

under  and  by  virtue  of  the  laws  of  the  State  of   ,  and 

having  its  principal  office  at ,  County  of   , 

State  of    ,   (hereinafter  called  the  Company),  party  of 

the  first  part,  and  The Trust  Company,  a  corporation 

duly  organized  and  existing  under  and  by  virtue  of  the  laws  of  the  State 

of   ,  and  having  its  office  at   , 

County  of ,  and  State  of   ,  and 

of  said County,  (hereinafter  called  Trustees),  parties  of 

the  second  part. 

Witnesseth  that,  WTiereas,  The  Company  is  a  corporation  duly  incorpo- 
rated as  above  set  forth  and  authorized  to  purchase,  own,  hold  and  operate 
real  estate  and  other  forms  of  property,  real,  personal  and  mixed  for  the 
purposes  of  its  business,  and  to  mortgage  its  franchises,  tolls,  revenues  and 
l)roperty  to  secure  the  payment  of  its  debts,  or  to  borrow  money  for  the 
purposes  of  the  Company;   and 

Whereas,  The  Company  desires  to  borrow  money  for  the  transaction  and 
extension  of  its  business  and  the  exercise  of  its  corporate  rights  and 
privileges,  the  funding  of  its  unsecured  indebtedness,  and  the  acquisition 
of  additional  working  capital,  and  for  other  lawful  purposes  of  its  incor- 
poration, and  for  the  purposes  aforesaid  is  about  to  make  and  issue  its  first 
mortgage  bonds  of  the  form,  tenor  and  effect  hereinafter  set  forth,  to  the 
aggregate  amount  of  fifteen  million   (15,000,000)  dollars;  and  2 

Whereas,  The  borrowing  by  the  Company  of  said  amount 'of  said  loan, 
and  the  execution  and  delivery  by  its  proper  officers,  on  its  behalf,  of  said 
bonds,  in  the  form  hereinafter  set  forth,  evidencing  the  indebtedness  of 
said  loan,  and  the  execution,  acknowledgment  and  delivery  by  its  proper 
officers,  on  its  behalf,  of  a  trust  deed  or  mortgage  for  securing  the  pay- 
ment thereof,  in  the  form  hereof,  upon  the  property  of  the  Companj',  herein- 
after described,  has  been  authorized  and  directed  by  resolutions  of  the 
stockholders  and  of  the  Board  of  Directors  of  the  Company,  duly  passed  at 
meetings  thereof,  respectively,  regularly  called  and  held  in  accordance  with 
the  provisions  of  its  by-laws,  whereat  a  majority  thereof,  respectively,  were 

I — See  genorallv  ns  to  corporate  bonds  and  mortgages.  Cook  on  Corjiora- 
tions,   §§  760-861 ;' Clark  &  M.,  Corp..  §§183,   1.54.  162. 

2 — See  as  to  the  power  of  a  corporation  to  issue  bonds  for  the  payment  of 
money,  Cook  on  Corporations,  §  762;  Clark  &  M.,  Corp.,  §  183. 

1225 


1226     CORPORATION  FORMS  AND  PRECEDENTS. 

present  and  voted  for  the  adoption  of  such  resolutions,  as  spread  upon  the 
records  of  the  Company; 3  and 

Whereas,  Said  bonds  are  to  be  of  even  date  herewith,  to  be  fifteen 
thousand  in  number,  numbered  consecutively  from  one  to  fifteen  thousand, 
both  inclusive,  all  of  said  bonds  being  for  the  sum  of  One  Thousand  dol- 
lars each,  and  said  bonds  are  to  be  payable,  principal  and  interest,  in  gold 
coin  of  the  United  States  of.  America  of  or  equal  to  the  present  standard  of 
weight  and  fineness,  on  the  tliirty-first  day  of  December,  in  the  year  of 
our  Lord  one  thousand  nine  hundred  and  twenty-two  (A.  D.  1922),  subject, 
however,  to  the  privilege  of  payment  before  the  regular  maturity  thereof, 
as  provided  by  said  bonds  and  the  provisions  of  this  instrument;  each  of 
said  bonds  bearing  interest  at  the  rate  of  five  (5)  per  cent  per  annum  from 
the  first  day  of  January,  A.  D.  1910,  payable  semi-annually  on  the  first 
(1st)  day  of  January,  and  of  July  in  each  year,  and  having  attached  to  it 
interest  coupons  for  the  successive  installments  of  such  interest,  as  well 
as  a  Trustee's  certificate  of  identification  endorsed  on  each  of  said  bonds; 
the  said  bonds  being  of  substantially  the  following  form  and  tenor,  to 
wit :  4 

(FOEM  OF  BOND.) 

state   of   illinois. 
United   States    of   America. 

Xo $1,000.00 

C0:\1PANY. 

Five  Per  Cent  First   Mortgage  Gold  Bond. 

Company,    a    corporation    organized    under    the   laws 

of  the  State  of (hereinafter  called  the  Company),  acknowl- 
edges itself  to  be  indebted,  and  for  value  received  hereby  promises  to  pay 
to  the  bearer  (or  in  ease  of  registration,  to  the  registered  owner  hereof), 
one  thousand  (1,000)  dollars  in  gold  coin  of  the  United  States  of  America 
of  or  equal  to  the  present  standard  of  weight  and  fineness,  without  grace, 
on  December  31st,  A.  D.  1922,  with  interest  thereon  from  the  first  day 
of  January,  A.  D.  1910,  at  the  rate  of  five  (.5)  per  cent  per  annum,  payable 
in  like  gold  coin  semi-annually  on  the  first  (1st)  day  of  January  and  of 
July,  in  each  year  to  the  bearer  of  the  properly  annexed  coupons  on 
presentation  and  surrender  thereof,   as  they  severally  become   due.     Both 

principal  and  interest  are  payable  at  the  office  of  The 

Trust  Company,  in  the  City  of and  State  of , 

or  at  the  holder 's  option,  at  the  office  of   Trust 

Company,  in  the  City  and  State  of  New  York,  without  deduction  for  any 
tax  or  taxes  which  the  Company  may  be  required  to  pay  thereon  or  deduct 
therefrom  by  any  present  or  future  law  of  the  United  States  of  America 
or  of  any  state,  county  or  municipality  thereof,  the  Company  hereby  agree- 
ing to  pay  such  tax  or  taxes. 

This  bond  is  one  of  a  series  of  fifteen  thousand  bonds,  numbered  from 
one  to  fifteen  thousand,  both  inclusive,  made  by  said  Company,  of  like 
tenor,  date  and  effect,  aggregating  the  total  principal  sum  of  fifteen  million 
dollars.     Said  bonds  are  issued  under  and  equally  secured  by  a  Trust  Deed 

3 — See  generally  for  decisions  as  to  the  execution  and  authorization  of 
bonds,  Cook  on  Corporations,  §  76.5;  Clark  &  M.,  Corp.,  §  183b. 

4 — See  generally  in  reference  to  the  form  in  which  bonds  should  be  drawn, 
Cook  on  Corporations,  §§  411,  765;  Clark  &  M.,  Corp.,  §  183b. 


BOND  ISSUES.  1227 

or    ^fortpage,    of    even    date    herewith,    made    by    said    Company    to    The 

Trust  Company  and   ,  as  Trustees, 

referonco  thereto  being  hereby  made  for  a  particular  description  of  the 
fcriuH  and  conditions  thereof  on  which  the  said  bonds  are  issued  and  secured 
and  for  a  doscrii)tion  of  the  security  therefor  and  the  rights  of  the  bond- 
hohlers  in  regard  thereto. 5 

The  riglit  is  hereby  reserved  to  the  Company  to  pay  any  or  all  of  said 
bonds  from  time  to  time  outstanding  and  unpaid  on  January  1,  A.  D. 
1912,  or  on  any  semi-annual  interest  day  thereafter,  by  the  payment  ot 
principal,  accrued  interest  and  a  premium  of  five  per  cent  of  the  prin- 
cipal of  the  bonds  so  paid,  and  on  giving  sixty  days*  previous  notice  as 
prescribed  in  said  Trust  Deed;  provided  however,  that  the  bonds  to  bo 
prepaid  shall  be  selected  by  lot  from  the  whole  numVjer  then  outstanding. 
This  bond  shall  not  be  valid  and  obligatory  unless  and  until  authenti- 
cated as  one  of  said  series  of  bonds  by  a  certificate  endorsed  hereon,  signed 

by  said   The    Trust   Company,   Trustee. 

This  bond  may  be  registered   in   the   owner's  name  on   the  registration 

books  kept  at  the  office  of  said  The Trust  Company,  as  fn  said 

Trust   Deed  provided;    said  registry   shall   be  noted   on   the  bond  by  the 

said  The   Trust  Company,  after  which  no  transfer  hereof 

shall  be  valid  unless  made  on  the  said  books  by  the  registered  owner 
hereof  in  person,  or  by  his  attorney,  duly  authorized,  and  similarly  noted 
on  the  bond;  but  the  same  may  be  discharged  from  registry  by  being 
transferred  in  manner  aforesaid  to  bearer,  after  which  it  shall  be  trans- 
ferable by  delivery,  but  it  may  again  be  registered  as  before.  The 
registry  of  this  bond  as  above  shall  not  restrain  the  negotiability  of  the 
interest  coui)ons  by  delivery  merely. 

On  default  in  the  payment  of  interest,  or  of  the  principal  of  any 
of  said  bonds,  or  default  in  performance  of  any  of  the  covenants  made 
by  the  Company  in  said  Trust  Deed,  the  principal  of  this  bond  may 
become  and  be  due  and  payable  before  the  above  specified  maturity, 
together  with  the  accrued  interest  thereon,  as  provided  in  said  Trust 
Deed. 

No  personal  liability  whatever,  by  virtue  of  any  statute  or  otherwise 
shall  attach  to  or  be  incurred  by  the  stockholders,  officers,  or  directors 
of  the  Company,  or  any  or  either  of  them,  under  or  by  reason  of  any 
or  either  of  the  obligations,  covenants  or  agreements  expressed  or  implied 
in  this  bond,  or  in  the  coupons  hereof  or  in  the  said  Trust  Deed  or 
Mortgage. 

The  execution  and  delivery  of  this  bond  on  behalf  of  said  Company 
is  authorized  and  directed  by  resolution  of  the  Board  of  Directors  of 
said   Company. 

In  Witness  Whereof,  the  said   Company  has  caused 

these  presents  to  be  signed  in  its  corporate  name  by  its  President  or 
Vice  President,  its  corporate  seal  to  be  hereunto  affixed,  attested  by  its 
Secretary,  and  the  interest  coupons  hereto  attached  to  be  executed  in  its 

5 — See  :is  to  the  incorporation  by  reference  to  the  mortgage  in  a  bond. 
Cook  on  Corporations,  §  764. 


1228    CORPORATION  FORMS  AND  PRECEDENTS. 

behalf   by   the   facsimile  signature   of    its   Treasurer,   this   thirtieth   day   of 
December,    A.    D.    1909. 

Coni]>aiiy, 

By  ^.. 

[CoRPOKATE  Seal]  Its   President. 

Attest : 


Its  Secretary. 

And  Whereas,  the  interest  coupons  attached  to  said  bonds  and  each 
thereof,  each  representing  the  interest  on  the  bond  to  which  it  is  attached, 
for  a  period  of  six  months,  are  substantially  of  the  following  form  and 
tenor,  to  wit: 

(FOEM    OF   INTEREST   COUPONS.e) 
$25.00 

On  the  first   (1st)   day  of  July,  A.  D.  1910,   Company 

will   pay  to  the  bearer  hereof,  at  office   of   The    Trust 

Company,  in  Chicago,  Illinois,  or  at  holder 's  option  at  office  of 

Trust  Company,  New  York,  Twenty-five  dollars  in  gold  coin  of  the  United 
States  of  America,  of  or  equal  to  the  present  standard  of  weight  and 
fineness,   without   deduction   for  taxes,   being  six    (6)    months'   interest   on 

its   First    Mortgage   Gold   Bond   No ,   subject,   however,   to   the 

conditions  of  said  bond. 


Treasurer. 
And  Whereas,  The  Trustees'  certificate  and  the  form  of  registry  endorse- 
ment  attached  to   or  endorsed  upon   each  of  said  bonds  are  and  shall  be 
substantially  of  the  following  tenor,  form  and  effect,  to  wit : 

(FORM  OF  TRUSTEE'S  CERTTFICATE.7) 
Trustee's   Certificate. 
This  is  to  certify  that  this  bond  is  one  of  the  bonds  mentioned  in  the 
Mortgage  or  Trust  Deed  referred  to  within. 

The  Trust  Company, 

Trustee. 

By 

Its  Trust  Officer. 
(FORM  OF  REGISTRY  ENDORSEMENT.) 

No    writing   hereon    except   by    an    officer    of    The    

Trust  Company,  Trustee,  or  its  successors  in  trust. 

Date  of  Registry.  In  Whose  Name  Registered.  Registrar. 


6 — See  generally  as  to  interest  coupons,  their  negotiability  and  the  rights 
of  holders  thereof,  Cook  on  Corporations,  §  771;  Clark  &  M.,  Corp.,  §  182c. 

7 — See  as  to  the  effect  of  the  trustee 's  certificate  on  bonds.  Cook  on  Cor- 
porations, §§  764,  814. 


BOND  ISSUES.  1220 

And   Whereas,   All   things   necessary  to   make  said   bonds   when   certified 

by  the  Trustee,  said  The Trust  Company,  the  valid,  bind 

ing  and  legal  obligations  of  the  (.'ompany,  and  these  presents  a  valid 
mortgage  and  Deed  of  Trust  to  secure  the  payment  of  said  bonds,  an 
herein  provided,  have  been  done  and  performed,  an<l  the  creation  of 
this  Mortgage  and  Deed  of  Trust  has  been  in  all  respects  duly  authorized: 

Now,    This   Indenture   Witnesseth,   That    the   Company,    for   and    in   con 
sideration    of    the    premises,    and    of    the   sum    of    one    dollar    to    it    duly 
paid  by   the  parties  of   the   second   part,   the   Trustees, , at  or  before  the 
ensealing   and    delivery   of   these   jircsents,   the   receipt   whereof    is   hereby 
acknowledged,   and    in    order   to   secure   equally   the   payment   of  the   prin 
cipal  and  interest  of  the  bonds  aforesaid,  at  any  time  outstanding,  whether 
issued    contemporaneously    with    the   execution    of    this   mortgage,   or    here 
after   duly    issued   under   the   terms   hereof,   has   granted,   bargained,   sold, 
aliened,    remised,    released,    warranted,    conveyed    and    confirmed,    assigned, 
transferred  and  set  over,  and  by  these  presents  doth  grant,  bargain,  sell, 
alien,   remise,    release,   warrant,   convey   and   confirm,   assign,   transfer   and 
set  over,   unto  said  parties  hereto  of  the  second  part,  the  Trustees,  their 
successors  and  assigns,  all   and  singular  the   following  described  property: 

(Insert    description   of   property.) 

All  the  buildings,  dwellings,  structures  and  improvements  constructed 
and  to  be  constructed  on  the  said  lands  hereby  conveyed,  and  all  engines, 
boilers,  belting,  shafting,  fixed  and  movable  machinery  with  their  spare 
parts  and  attachments,  fans,  blowers,  awnings,  steam,  gas  and  water 
pipes,  blast  and  shavings  pipes,  steam  and  heating  apparatus,  gas  fix- 
tures, ovens,  melting  furnaces,  stacks,  cupolas,  forges,  fire  extinguishers, 
hose  and  other  fire  apparatus;  electric  light,  power,  welding  and  heating 
apparatus;  operating  machines  with  their  spare  parts  and  attachments; 
gearing,  dies,  plating  apparatus,  franchises,  inventions,  patents  and 
licenses;  office  and  shop  furniture,  factory  implements,  tools  of  trade 
and  tools  used  in  repairing  buildings  and  machinery  mortgaged  here- 
unto and  hereby;  draft  animals,  harness,  stable  furniture,  wagons,  carts, 
and  trucks  kept  for  use;  and  all  other  fixtures,  implements  and  apparatus 
used  in  carrying  on  the  Company's  business,  together  with  all  the  appur- 
tenances and  appliances  connected  with  and  appurtenant  thereto,  and  any 
and  all  increase  of  or  to  any  of  the  above  denominated  items,  whether  by 
replacement,  repairing  or  adding  to  the  aggregate  thereof  of  new  appli- 
ances or  items  as  above  denominated. 

Together  with  all  and  singular,  the  tenements,  hereditaments,  rights, 
franchises,  powers,  privileges,  immunities  and  appurtenances  to  any  of 
said  properties  belonging  or  in  any  wise  appertaining,  and  all  the  rents, 
issues   and   profits  arising  or  to   arise  therefrom. 

To  Have  and  to  Hold  the  premises,  real  and  personal  property,  rights, 
franchises,  estates  and  appurtenances  hereby  conveyed  and  assigned,  or 
intended  to  be  conveyed  or  assigned,  unto  the  Trustees,  their  successors 
and  assigns  forever.8 

But  in  trust,  nevertheless,  for  the  equal  pro  rata  benefit  ami  security 
of   all   and   every   holder   of   the  bonds   and   interest   coupons   issued   under 

8 — The  deed  of  trust  should  convey  a  fee  to  the  trustee,  an.l  should  care- 
fully specify  all  property  it  is  intended  to  cover,  Cook  on  Corporations,  §  795. 


1230    CORPORATION  FORMS  AND  PRECEDENTS. 

and  secured  by  this  indenture,  as  well  such  as  may  be  now  or  hereafter 
issued,  as  those  which  may  be  hereafter  issued  in  lieu  thereof  or  in  sub- 
stitution or  exchange  therefor  in  accordance  with  the  terms  of  this 
indenture;  and  for  the  enforcing  payment  thereof,  when  payable,  in 
accordance  with  the  true  intent  and  meaning  of  the  stipulations  of  this 
indenture,  and  of  said  bonds  and  pf  said  interest  coupons,  respectively, 
and  without  preference  as  to  lien  or  otherwise  of  any  one  bond  over  any 
other  bond  by  reason  of  priority  in  time  of  issuing  or  negotiating  the  same, 
and  so  that  each  bond  issued,  and  to  be  issued,  under  this  indenture,  shall 
have  the  same  nght,  lien  and  privilege  hereunder;  and  so  that  the  prin- 
cipal and  interest  of  every  bond  shall  be  equally  secured  hereby  according 
to  the  amount  of  the  principal  and  interest  of  each  bond,  respectively, 
as  therein  specified,  with  like  effect  as  if  they  had  all  been  made,  executed, 
delivered  and  negotiated  simultaneously  on  the  date  of  the  execution  and 
delivery  hereof;  it  being  intended  that  the  lien  and  security  of  all  of  the 
said  bonds  shall  take  eflfect  from  the  date  of  the  execution  and  delivery  of 
this  indenture  whether  the  same  shall  actually  be  issued,  sold  or  disposed 
of  at  said  date  or  whether  they  shall  be  issued,  negotiated  or  sold  at  some 
future  date,  and  so  that  the  lien  and  security  of  this  indenture,  and  of  all 
bonds  that  may  be  issued  under  the  same  shall  take  effect  from  the  date 
of  execution  and  delivery  hereof  as  though  actually  issued,  sold  and 
delivered  to  and  in  the  hands  of  innocent  holders  for  value  upon  such 
.late,  and  the  lien  and  security  of  said  bonds  shall  be  in  no  manner 
altered,  impaired  or  prejudiced  by  the  creation  of  subsequent  mortgages 
by  the  Company  or  by  entry  or  acquisition  of  judgments  or  liens  in  any 
form  by  creditors  at .  any  future  time;  and  that  all  of  said  bonds  shall 
be  signed  by  the  proper  officers  of  the  Company  for  the  time  being, 
from  time  to  time,  and  shall  bear  the  rate  of  interest  herein  described, 
and  said  property  shall  be  held  for  the  further  uses  and  trusts  and  upon 
the  terms  and  conditions  herein  set  forth,  that  is  to  say: 

First.  It  is  hereby  understood  and  agreed  tha'  the  said  issue  of 
fifteen  million  dollars  ($15,000,000.00)  of  bonds  hereby  provided  for,  shall, 
upon  the   signing  and  execution   thereof,   or  as  soon   after   as  practicable, 

be  duly  certified  by  the  said  The Trust  Company,  Trustee; 

and  delivered  by  it,  to  the  order  of  the  President  or  First  Vice  President 
of  the  said  Company.  Only  such  bonds  as  shall  be  certified  by  The 
Trust  Company,  Trustee,  by  the  signing  of  the  certificate 
endorsed  thereon,  shall  be  secured  by  this  mortgage  or  deed  of  trust 
or  be  entitled  to  any  benefit  or  lien  hereunder,  and  such  certificate  of 
The  Trust  Company,  Trustee,  shall  bo  conclusive  evi- 
dence that  the  bonds  so  certified  have  been  duly  issued  hereunder  and 
are  entitled  to  the  benefit  of  the  trust  hereby  created.9 

The  trustees  shall  be  fully  protected  in  acting  upon  any  certificate, 
statement,  report,  order,  notice,  request,  consent  or  other  paper  or  docu- 
ment believed  to  be  genuine  and  to  be  signed  by  the  proper  party,  and 
the  Trustees  shall  not  incur  any  liability  on  account  of  any  act  done  or 
omitted  to  be  done  in  good  faith  under  the  provisions  of  this  trust  deed. 

Second.      Said   bonds    shall    pass   by    delivery    unless    registered    on    the 

9_For  a  full  discussion  of  the  nature  of  the  trustee's  certificate  on  bonds 
and  the  necessity  therefor,  and  his  liability  for  improper  certification,  seQ 
Cook  on  Corporations,  §  814, 


BOND  ISSUES.  1231 

books  of  The    Trust  Company,  Trustee,  such  registration 

to  be  noted  on  the  bonds,  but  after  such  registration  of  ownership  duly 
noted  on  the  bonds,  no  transfer,  except  on  the  said  books,  shall  be 
valid,  unless  the  last  registration  shall  have  been  to  bearer,  and  said 
bonds  shall  continue  subject  to  registration,  and  to  transfer  to  bearer, 
at  the  option  of  the  owner.  Registration,  however,  shall  not  affect  the 
negotiability  of  the  coupons,  which  shall  continue  to  be  transferable  by 
delivery. 10 

The  Company  and  the  Trustees  may  deena  and  treat  the  bearer  of 
any  of  said  coupons  and  the  bearer  of  any  of  said  bonds  that  are  not 
registered,  as  the  absolute  owner  of  such  coupons  or  bonds,  for  the  pur- 
pose of  receiving  payment  thereof,  and  for  all  other  purposes  whatsoever, 
whether  such  coupons  or  bonds  be  overdue  or  not,  and  neither  the  Company 
nor  the   Trustees  shall   be   affected  by   any  notice   to   the   contrary. 

Third.     The  Conii)any  or,   (under  the  circumstances  set  forth  in  Sections 

Seven  and  Fourteen  hereof),  The   Trust  Company, 

Trustee,  shall  have  the  right,  upon  giving  previous  notice  as  hereinafter 
provided,  on  January  1,  A.  D.  1912,  or  on  any  semi-annual  interest  pay- 
ment day  thereafter,  to  take  up  and  pay  any  or  all  of  said  bonds  out- 
standing and  unpaid,  by  paying  the  principal  thereof  and  a  premium  ol 
five  (5)  per  cent  of  the  principal  thereof,  with  all  the  interest  accrued 
and  unpaid  to  the  date  so  fixed  for  prepayment.  In  case  the  Company 
shall  under  the  foregoing  provisions  elect  to  prepay  all  of  said  bonds  then 
outstanding   and  unpaid,   it   shall   give   written   notice   of   such   election   to 

The   Trust  Company,  Trustee,  at  least  sixty   (60)   days 

prior  to  the  day  fixed  by  the  Company  for  such  prepayment,  and  shall 
publish  a  notice  of  its  said  election  and  of  the  date  of  the  proposed 
prepayment  in  a  newspaper  of  general  circulation  published  in  the  City 
of  Chicago,  State  of  Illinois,  and  in  a  similar  newspaper  published  in 
the  City  of  New  York,  State  of  New  York,  once  a  week  in  each  week 
for  not  less  than  eight  (8)  weeks  immediately  preceding  the  day  fixed  by 
the  Company  for  such  prepayment.  In  case  the  Company  shall  elect 
to  prepay  less  than  all  of  the  bonds  then  outstanding  and  unpaid,  such 
right  of  prepayment  shall  not  be  exhausted  by  one  or  more  users  thereof, 
but  in  each  instance  the  bonds  to  be  prepaid  shall  be  selected  by  lot  as 
aforesaid,  and  the  Company  shall  give  like  notice  thereof  as  aforesaid  to 

The    Trust  Company,  Trustee,  and  shall  thereupon 

publish  a  notice  of  the  numbers  of  the  bonds  so  to  be  prepaid  and  of 
the  intention  to  prepay  the  same,  and  the  date  of  prepayment,  in  a  news- 
paper of  general  circulation  published  in  said  City  of  Chicago  and  in  a 
similar  newspaper  published  in  said  City  of  New  York  once  a  week  in 
each  week  for  not  less  than  eight  (8)  weeks  immediately  preceding  the 
day  fixed  for  such  prepayment.  Upon  the  date  fixed  for  such  prepayment 
there  shall  at  once  become  and  be  due  and  payable  upon  each  of  the 
bonds  so  to  be  prepaid,  pursuant  to  such  notice,  in  gold  coin  of  the 
United  States  of  America  of  or  equal  to  the  present  standard  of  weight 
and    finoni'ss,    the    principal    thereof    with    five    (5)    per    cent    premium    as 

10 — See  as  to  who  may  be  trustees  under  mortgage  deeds  of  trust,  Cook  on 
Corporations,  §  813. 


1232     CORPORATION  FORMS  AND  TRECEDENTS. 

aforesaid,  together  ^-ith  the  interest  thereon  accrued  and  unpaid  up  to 
the  date  so  fixed  for  prepayment. n 

It  is  expressly  understood  and  agreed  that  if,  after  any  bond  has 
been  called  for  payment  in  accordance  with  the  foregoing  provisions,   the 

same  shall   not   be  presented  to   The    Trust  Company   for 

redemption  on  or  before  the  date  fixed  therefor  in  the  published  notice, 
together  with  all  coupons  thereto  belonging  and  outstanding,  the  Com- 
pany may  deposit  with  said  Trustee  to  the  credit  of  such  bond,  desig- 
nated by  the  number  thereof,  a  sum  of  money  in  such  gold  coin  equal 
to  the  principal  thereof,  the  premium  thereof,  and  the  interest  accrued 
on  the  bond  up  to  the  date  fixed  for  redemption  as  aforesaid  remaining 
unpaid,  which  deposit  shall  operate  as  full  payment  of  the  bond  and 
coupons  belonging  thereto,  as  between  the  Company  and  the  holder  or 
holders  thereof.  Such  deposits  in  the  hands  of  the  Trustees  shall  draw 
no  interest.  Thereupon  and  thereafter,  such  bond  and  the  coupons 
thereto  belonging  shall  be  excluded  from  participation  in  the  lien  and 
credit  afforded  by  these  presents,  and  the  holder  shall  look  for  the 
payment  of  the  bond  and  interest  thereon  only  to  the  sum  so  deposited 
in  the  hands  of  said  Trustee,  and  in  no  event  to  the  Company;   but  said 

sums   so   deposited   shall  be   held  by   The    Trust 

Company,  Trustee,  to  the  credit  of  and  for  the  full  payment  of  said 
bond  and  interest  thereon,  and  shall  be  paid  by  said  Trustee  to  the 
holder  or  holders  thereof  upon  the  presentation  and  delivery  to  it  of 
such  bond,  together  with  all  the  coupons  thereto  belonging  and  out- 
standing at  the  date  of  redemption  fixed  in  said  published  notice. 

Any  and  all   of  said  bonds  when  and  as  paid,  and  the  interest  coupons 

thereunto   belonging,   shall   be   immediately   cancelled   by   The    

Trust  Company,  Trustee,  and  delivered  so  cancelled  to  the  Company. 

Fourth.  The  said  Company,  for  itself,  its  successors  and  assigns, 
covenants,  warrants,  bargains  and  agrees  that  it  is  well  seized  of  all 
the  premises  and  properties  above  mentioned  or  described,  and  has  good 
right,  full  power  and  lawful  authority  to  grant,  bargain,  sell,  and 
convey  the  same  in  manner  and  form  aforesaid,  and  that  the  same  is 
free  from  all  other  and  former  grants,  mortgages,  liens  and  incumbrances, 
and  from  taxes  and  assessments  and  sales  therefor,  of  any  kind,  nature 
or  description  whatsoever;  and  that  said  Company  will  warrant  and 
defend  forever  the  said  parties  of  the  second  part,  their  successors  and 
assigns,  in  the  peaceable  and  quiet  possession  of  all  the  said  premises  and 
properties  against  all  and  every  person  or  persons  lawfully  claiming  or  to 
claim  the  whole  or  any  part  thereof. 

Fifth.  The  said  Company,  for  itself,  its  successors  and  assigns,  cove- 
nants, promises  and  agrees  that  it  will  until  the  bonds  and  coupons  12 
hereby  secured  are  all  fully  paid,  well  and  truly  pay  the  principal  sum 
of  money  and  interest  thereon  and  every  part  thereof  mentioned  in  said 
bonds  and  coupons  according  to  the  tenor  and  effect  thereof,  without 
deduction   from   either  principal   or   interest   for  any  tax   which  said   Com- 

11 — See  for  provisions  relative  to  retirement  of  bonds.  Cook  on  Corpora- 
tions, §  807. 

12 — See  as  to  necessity  of  an  express  covenant  by  the  corporation  to  pay 
the  bonds,  Cook  on  Corporations,  §§797,  841;  U.  S.  v.  Stanford,  69  Fed. 
25,  aff'd  161  U.  S.  412. 


BOND  ISSUES.  1233 

pany  may  be  required  to  pay  or  retain  therefrom  by  any  present  or  future 
law,  said  Company  having  agreed  and  hereby  agreeing  to  pay  the  same, 
and  that  it  will  pay  all  taxes  and  assessments  and  all  water  taxes  or  rates 
therefor,  that  may  be  levied  or  assessed  upon  the  said  Company,  as  and 
when  the  same  shall  become  due  and  payable  i^  and  that  it  will  within 
fifteen   days  after  the  respective  payments  of  such  taxes  and   assessments 

furnish  to   The    Trust   Company,   Trustee,  satisfactory 

evidence  of  the  payment  thereof,  and  that  it  will  not  suffer  the  said 
property  or  any  part  thereof  to  be  sold  for  any  tax  or  assessment  or  to 
be  forfeited  therefor,  nor  do  nor  permit  to  be  done  to,  in  or  about  said 
property  anything  that  may  in  any  wise  tend  to  impair  the  value  thereof, 
or  to  weaken,  diminish  or  impair  the  security  intended  to  be  given  under 
and  by  virtue  of  this  instrument,  nor  suffer  any  mechanic's  or  other  lien 
or  incumbrance,  if  any,  prior  to  the  lien  hereof  which  may  attach  to  said 
property,  to  remain  thereon  to  exceed  thirty  days  after  the  Company  has 
knowledge  thereof. i^ 

The  Company  further  covenants  and  agrees  that  it  will  diligently 
preserve  the  rights,  franchises  and  property  bow  owned  or  hereafter 
acquired  by  it,  and  at  all  times  keep  and  maintain  said  property  in  thorough 
repair,  working  order  and  first  class  condition,  and  fully  supplied  with  all 
requisite  machinery,  motive  power  and  equipment;  and  that  it  will  from 
time  to  time  make  all  needful  repairs  and  replacements,  so  that  the  busi- 
ness of  said  Company  shall  be  at  all  times  properly  conducted. 

Sixth.  Said  Company,  for  itself,  its  successors  and  assigns,  further 
covenants  and  agrees  that  it  will  at  all  times  hereafter  until  said  prin- 
cipal sum  of  money  and  the  interest  thereon  shall  be  fully  paid,  keep  all 
insurable  property  hereinbefore  described  insured  against  ^-  or  damages 
by  fire,  in  good  and  responsible  insurance  companies  for  at  least  sixty 
per   cent    of    the    values    of   such    insurable   property,   and    cause    all   such 

insurance  to  be  made  paj'able  in  case  of  loss  to  The    

Trust    Company,    Trustee,    and    the    President    or    other   proper    officers    of 

said  Company  shall   as  often   as  requested  by  said   The    

Trust  Company,  Trustee,  make  a  statement  under  oath,  showing  what 
property  is  insured,  as  aforesaid,  giving  the  names  of  the  Companies 
and   the   amounts   and   the   dates   of   the   expiration   of   all   policies,   which 

statement   may  be  accepted  by  said  The    Trust   Company, 

Trustee,   as   sufficient   evidence   of   compliance   by   said   Company   with   the 

provisions   of   this   deed   for   insurance,   but   said    The    Trust 

Company,  Trustee,  may,  in  its  discretion,  require  the  delivery  to  it  of 
all  such  policies,  or  may  require  any  other  evidence  of  the  proper  insur- 
ing of  said  property.  In  case  of  any  default  by  said  Company  in  any 
requirement  of  this  deed  for  the  insuring  of  said  Company  the  said 
Trustees  or  either  of  them  may  at  its,  his  or  their  option  effect  such 
insurance  in  the  name  of  said  Company,  its  successors  or  assigns,  or  in 
the  name  of  the  Trustee  or  Trustees  for  tuo  time  being  and  all  money 
paid  by  any  Trustee  for  such  insurance,  together  with  interest  thereon 
flt   the   highest   rate  allowed  by  law   shall  be   repaid  by  said   Company   on 

13 — See  as  to  the  statutory  lion  for  taxes.  Cook  on  Corjinrations.  S  S60. 

14 — See  for  a  full  discussion  of  the  priority  of  the  mortgage  lien  over  other 
liens,  mortgages,  deeds,  leases,  claims,  judgments,  debts  and  liabilities.  Cook 
on  Corporations,  H  S;"l-861. 


1234     CORPORATION  FORMS  AND  PRECEDENTS. 

demand  and  shall  become  so  nuu'h  additional  indebtedness  secured  by 
this  trust  deed  and  be  paid  out  of  the  proceeds  of  any  sale  of  said 
property  if  not  otherwise  paid  by  the  said  Company.  In  case  of  any 
loss  covered  by  any  policy  of  Insurance  upon  said  property,  under  the 
terms  of  said  policy  the  Trustees  hereunder  are  entitled  to  pf-yment  for 
such  loss;  any  appraisement  or  adjustment  of  such  loss  and  anj  settle- 
ment and  payment  of  indemnity  therefor  which  may  be  agreed  upon 
between  the  said  party  of  the  first  part  and  any  insurance  company,  may 
be  consented  to  and  accepted  by  said  Trustees,  in  their  discretion. 
Nothing  herein  contained  shall  be  so  construed  as  to  require  any  Trustee 
to  effect  any  insurance  on  said  property,  or  to  make  any  Trustee  liable 
or  responsible  for  the  collection  or  adjustment  of  any  insurance  in  case 
of  any  loss.io 

Seventh.     In  case  of  loss  said  The   Trust  Company,  Trustee, 

shall  allow  the  insurance  money  received  to  be  applied  by  the  Company 
toward  the  renewal  or  repair  of  the  property  destroyed  or  injured,  if  the 
Company  so  requests  in  writing  (provided  there  be  at  the  time  of  the 
api^lieation  of  the  money  no  default  hereunder  known  to  the  said  Trustee), 
and  shall  upon  such  request,  and  in  the  absence  of  such  default,  pay  said 
money  over  to  the  Company  for  said  purpose  on  receipt  of  payments  signed 
and  sworn  to  by  the  President  and  Secretary  of  the  Company  accompanied 
by  receipted  vouchers  to  the  effect  that  said  property  has  been  replaced  or 
superseded  by  repair  or  new  plant,  buildings,  or  other  property  equal  in  value 
to  the  amount  of  money  to  be  paid  over  on  said  statements  and  vouchers. 
But  if  the  Company  shall  not  within  sixty  (60)  days  from  the  date  of  the 
loss  request  in  writing  to  have  the  insurance  money  so  applied,  or  in  case 
of  any  default  then  existing  known  to  the  said  Trustee  and  not  made  good 
by  the  Company  on  thirty  (30)  days'  written  notice,  then  the  money  shall, 
at  the  election  of  the  said  Trustee,  either  be  used  by  it  in  redeeming  and 
paying  off  outstanding  bonds  secured  hereby,  in  accordance  with  the  terms 
of  Section  Third  of  this  instrument,  or  be  invested  by  the  said  Trustee. 
Such  investment  shall  form  part  of  the  mortgaged  or  trust  property  and 
shall,  together  with  all  interest  and  accumulations  thereon,  be  subject  to 
the  provisions  of  this  mortgage  or  deed  of  trust  in  like  manner  as  the 
other  properties  hereby  conveyed,  except  that  the  possession  of  the  securi- 
ties shall  be  held  by  the  Trustee;  provided,  always,  that  the  said  Trustee 
shall  in  any  event,  if  requested  in  writing  by  the  holder  or  holders  of  a 
majority  in  amount  of  the  outstanding  bonds,  pay  over  to  the  Company 
the  insurance  money  on  receipt  of  statements  and  vouchers  of  the  descrip- 
tion aforesaid.  The  said  Trustee  may  sell  such  securities  and  re-invest 
the  proceeds  in  its  discretion. 

Eighth.  If  the  parties  of  the  second  part,  or  their  successors  in  trust 
shall  as  it,  he  or  they  are  authorized  in  their  discretion  to  do,  advance  or 
expend  money  for  premiums  for  insurance  as  aforesaid,  or  to  save  the 
property  from  sale  or  forfeiture  for  taxes  or  assessments,  or  to  redeem 
the  same  from  such  sale,  or  to  purchase  any  tax  title  or  claim  thereon  or 
to  remove  any  mechanic's  or  other  lien  or  incumbrance  thereon,  or  in 
defending  any  suit  in  relation  thereto,  or  in  any  manner  protecting  the 
title  or  estate  by  this  deed  conveyed  and  warranted,  or  intended  so  to  be. 

15 — See  as  to  insurance  clause.  Cook  on  Corporations,  §  799. 


BOND  ISSUES.  1235 

all  tho  moneys  so  adsaneed  or  expended  Hliall  he  deemed  a  charge  upon  said 
property,  and  shall  be,  and  are  hereby  declared  to  be  secured  by  this  deed 
in  the  same  manner  as  the  said  principal  sum  of  money  above  mentioned  is 
secured,  and  shall  be  repaid  by  said  Company,  its  successors  and  assigns, 
to  the  said  persons  so  advancing  the  same,  on  demand,  and  may  be  col 
lected  at  any  time  after  the  same  shall  have  been  advanced  or  expended; 
and  it  shall  not  bo  obligiifory  to  iiujiiire  into  the  valiility  of  such  tax  title 
or.  of  such  taxes  or  assessments,  or  of  sales  therefor,  in  advancing  money 
in  that  behalf  as  above  authorized;  but  nothing  herein  contained  shall  be 
construed  as  requiring  the  said  parties  of  the  second  part,  or  their  suc- 
cessors in  trust,  to  ptfect  such  insurance  or  to  advance  or  ex|iend  moneys 
for  taxes   or   assessments   or   other  purposes  aforesaid. 

Ninth.  The  said  Company  agrees  that  so  long  as  any  of  the  bonds 
secured  hereby  or  the  interest  coui)ons  evidencing  accrued  interest  thereon, 
shall  remain  unpaid,  the  net  cash  and  quick  assets  (as  hereinafter  inter- 
preted and  computed)  of  said  Company  shall  at  no  time  be  diminished  to 
an  amount  in  the  aggregate  less  than  two  times  the  aggregate  amount  of 
the  principal  and  accrued  inteiVst  of  all  of  said  bonds  secured  hereby  out- 
standing and  unpaid.  The  phrase  "net  cash  and  quick  assets"  is  to  be 
interpreted  as,  and  in  computing  the  same  there  shall  be  included,  cash  on 
hand  or  in  banks,  unpledged  good  accounts,  bills  and  notes  receivable, 
securities  held  as  invest nionts,  consignment  accounts,  contract  notes  or 
similar  or  other  securities  received  for  sales;  raw  material,  goods  in  process 
of  being  manufactured  and  manufactured  products;  it  being  understood 
that  raw  material  shall  be  figured  at  cost,  plus  freight,  -n-ithout  interest, 
if  cost  is  below  the  market  value  thereof  at  the  time  of  the  valuation 
thereof,  hereunder,  but  at  market  value  if,  at  such  time,  that  be  below 
cost  thereof — except  as  to  the  value  of  lumber,  which  shall  be  figured  at 
cost,  plus  freight,  and  the  actual  cost  of  handling,  kiln  drying  and  carry- 
ing the  lumber  to  its  various  stages  from  a  green  to  a  usable  condition,  but 
the  aggregate  of  such  costs  shall  not  exceed  market  values  at  the  time  of 
the  valuation  thereof  hereunder: — less  all  obligations,  it  being  expressly 
understood  that  no  part  of  the  indebtedness  evidenced  by  the  bonds  and 
interest  thereon,  secured  by  this  mortgage,  shall  be  counted  in  or  with  said 
obligations. 

Tenth.  The  said  Company  agrees  that  so  long  as  any  of  the  bonds 
aforesaid  and  the  interest  coupons  evidencing  accrued  interest  thereon  shall 
remain  unpaid,  it  will  not  at  any  time  become  or  be  an  accommodation 
endorser,  guarantor,  or  surety  on  any  note,  bill,  bond,  debenture,  contract, 
or  other  obligation  or  instrument  whatsoever,  but  may  so  or  otherwise  lend 
its  credit  when  necessary  in  buying  merchandise,  products  or  property  for 
use  in  the  business  or  in  respect  of  matters  which  are  vital  in  the  conduct 
of  the  business  of  said  Company,  and  which  pertain  solely  to  it.  The  said 
Company  hereby  covenants  and  agrees  that  after  paying  its  regular  divi 
dends  upon  its  capital  stock  it  will  make  no  further  dividends  which  will 
reduce  its  capital  and  surplus  below  the  aggregate  sum  of  Thirty  Million 
Dollars. 

Eleventh.  All  additions  to  said  property  hereinbefore  described,  and  all 
interest  therein,  and  all  lands  for  such  additions  an<l  all  other  real  proi>erty 
acquired  by  said  Company  for  use  or  occupancy  in  carrying  on  its  business 
or  manufacturing,  when  and  as  the  same  may  be  hereafter  acquired,  in 


1236     CORPORATION  FORMS  AND  PRECEDENTS. 

auy  niauuer  whatsoever,  shall,  without  any  further  coaveyance  or  aasign- 
nient  immediately  upon  such  acquisition  become  and  be  made  subject  to 
the  lien  of  this  indenture,  as  fully  and  completely  as  though  the  same  were 
now  owned  by  the  Company,  and  expressly  and  specifically  conveyed  by, 
and  embraced  in,  the  granting  clauses  of  this  Indenture.ic 

Twelfth.  Said  Company  covenants  and  agrees  that  it  will,  upon  request 
of  either  of  the  Trustees,  do  and  perform  all  acts  necessary  or  proper  to 
keep  valid  the  lien  hereby  created  or  intended  to  be  created,  and  that  it 
will,  upon  request  of  either  of  the  Trustees,  at  any  time  hereafter  and  as 
often  as  it  may  deem  necessary,  make,  execute  and  deliver  to  the  said 
Trustees  any  such  other  or  further  deed  or  deeds,  acts,  conveyances  or 
assurances  as  said  Trustees  may  reasonably  desire,  advise  or  require  for  the 
purpose  of  carrying  into  full  effect  the  objects  and  purposes  of  this 
Indenture. 

The  said  Company  further  covenants,  promises  and  agrees  to  keep  at 
all  times,  proper  books  of  account  and  records  and  therein  to  make  full 
and  proper  entries  and  records  of  all  its  business  and  affairs.  Said  books 
of  account  and  records  and  all  documents  relating  to  the  business  affairs 
of  the  Company  shall  be  kept  at  the  principal  office  of  the  Company  and 
shall  at  all  reasonable  times,  be  open  to  the  inspection  of  such  auditor  or 

audit  company  or  agent  of  The   Trust  Company,  Trustee,  as 

said  The    Trust  Company,  Trustee,  may  from  time  to  time, 

designate  in  writing;  and  said  Company  agrees  that,  so  long  as  any  of  the 
bonds  aforesaid,  and  the  interest  coupons  evidencing  accrued  interest 
thereon  shall  remain  unpaid,  it  will  annually  have  an  examination  and  audit 
of  the  accounts,  affairs  and  conditions  of  itself  by  some  auditor  or  audit 

company  acceptabl£  to  said  The    Trust   Company,  Trustee, 

within   ninety   days   from   and   after   the   end   of   its   fiscal   year,   and   will 

furnish   to   said   The    Trust   Company,   Trustee,   any   and   all 

reports  made  by  such  auditor  on  such  examination  and  audits  when  com- 
pleted, and  such  report  or  reports  of  such  auditor  in  each  instance  (if  not 
objected  to  by  the  Company,  supported  by  such  proof  of  its  reasonableness 
of  such  objection  as  shall  be  satisfactory  to  and  accepted  by  the  said  The 

Trust  Company,  Trustee,  within  fifteen  days  from  and  after 

the  date  of  the  delivery  of  such  report  or  reports  to  said  The 

Trust  Company,  Trustee),  shall  be  conclusive  on  said  Company  as  to  the 
valuation  of  cash  and  quick  assets  and  as  to  the  debts,  obligations  and 
liabilities  outstanding  of  said  Company  and  as  to  the  amount  of  the  net 
cash  and  quick  assets  so  ascertained  as  aforesaid  of  said  Company,  and 
the  Company  agrees  that  until  said  bonds  and  interest  thereon  are  all  paid, 

it  will  make  to  said  The Trust  Company,  Trustee,  quarterly, 

during  the  months  of  December,  March,  June  and  September  of  each  year, 
for  the  quarter  ending  the  month  previous,  a  trial  balance  signed  by  its 
President  or  other  executive  officer,  under  the  corporate  seal  of  said  Com- 
pany, and  sworn  to  by  such  officer,  setting  forth  to  the  best  of  his  knowl- 
edge and  belief  the  amount  of  its  cash  and  quick  assets  and  liabilities  within 
the  meaning  of  this  instrument. 

The   audits,   statements   and    all    other    information    ])rovide(l   for    in   this 

16 — See  for  a  full  discussion  of  the  effect  of  an  "after-acquired  property" 
clause  in  a  corporation  mortgage.  Cook  on  Corporations,  §  857. 


BOND  ISSUES.  1237 

and   tbe   next   preceding  paragraph  shall   he  solely   for   the   information   of 

The Trust  Company,  Trustee,  in  the  performance  of  its  duties 

under  this  af^reement,  and  unless  necessary  in  the  performance  of  its 
duties  and  audits,  statements  and  other  information  shall  in  no  event  be 
published  or  otheru  ise'communicated  by  the  Trustees  to  any  other  person 
or  corporation,  except  upon  the  written  order  of  the  Company  signed  ])y  its 
President  under  its  corporate  seal,  it  shall,  however,  be  within  the  prov- 
ince of  The  Trust  Company,  Trustee,  to  inform  any  bond- 
holder upon  a  request  to  do  so,  that,  as  shown  by  the  reports  of  the  Com- 
pany or  of  the  Audit  Company,  or  Auditor,  aforesaid,  the  Company  is  or 
is  not   complying   with   the   stipulations  contained    in   this  agreement. 

Thirteenth.  Until  default  as  hereinafter  defined  shall  be  made  by  the 
Comp:iiiy,  its  successors  or  assigns,  in  the  i)ayment  of  interest  on  any  of 
the  l.onds  which  may  at  any  time  have  been  issued  and  be  outstanding,  and 
secured  by  this  indenture,  or  of  some  parts  of  such  interest  as  the  same 
shall  from  time  to  time  become  and  be  due  and  payable,  or  in  the  payment 
of  the  principal  of  said  bonds,  or  of  some  one  or  more  of  them,  or  of  some 
part  of  such  principal  when  and  as  the  same  shall  become  due  and  payable, 
or  in  the  due  and  efl'ectual  observance  and  performance  of  any  one 
or  more  of  the  covenants,  agreements  and  conditions  herein  contained  on  the 
part  and  behalf  of  the  Company,  its  successors  and  assigns,  to  be  kept 
and  performed,  the  Company,  its  successors  and  assigns,  shall  be  suffered 
and  permitted  to  have  the  actual  possession  of  the  said  property,  rights, 
franchises,  estatesj  appurtenances  and  premises  hereinbefore  described, 
and  to  manage,  operate,  use  and  enjoy  all  the  rights  and  franchises  apper 
taining  thereto  and  to  collect,  receive  and  use  the  incomes,  rents,  issues 
and  profits  thereof.i7 

Fourteenth.  The  Company  may  from  time  to  time  sell,  exchange  or 
otherwise  dispose  of  any  such  apparatus,  machinery,  equipment  or  materials 
of  a  movable  or  a  consumal)le  nature  at  any  time  held  or  required  for  its 
use  in  connection  with  its  plants,  as  may  have  become  unfit  for  use  or 
may  be  unnecessary  or  undesirable  for  the  purpose  of  its  business,  upon 
renewing  or  replacing  the  same  or  acquiring  in  substitution  therefor  other 
property  of  equal  or  greater  value  so  as  to  keep  the  value  of  the  security 
uniini)aired,  and  all  the  property  so  acquired  shall  immediately  be  and 
become,  without  any  other  act  or  conveyance  upon  the  part  of  the  Company, 
subject  to  the  operation  and  lien  of  this  deed.' 8 

If  the  Company  should  deem  it  advantageous  to  sell,  exchange  or 
otherwise  dispose  of  any  other  of  its  property,  the  Company  may  procure 
a  release  of  the  same  from  the  lien  or  operation  of  this  deed  upon  applying 

therefor  at  any  time  in  writing  to  The  Trust 

Company,  Trustee,  and  delivering  to  ?aid  Trustee  in  substitution  therefor 
other  projjerty  approved  by  or  acce[)ta'l)]e  to  said  Trustee,  which  shall 
be  at  least  equal  in  value  to  \he  proi)erty  to  be  released,  taking  into 
account  the  value  of  such  property  as  connected  with  and  a  j)art  of  the 
whole  security  at  that   time  covered  ])y  this  mortgage.     The  value  of  any 

17 — See  as  to  the  effect  of  a  provision  that  the  mortgagor  may  retain 
possession  of  the  mortgaged  premises  until  default,  Cook  on  Corporations, 
§§  796,  822. 

18 — See  as  to  the  reservation  of  a  power  to  the  mortgagor  to  sell  old 
material  free  from  the  mortgage  lien.  Cook  on  Corporations,  §  798. 


1238    CORPORATION  FORMS  AND  PRECEDENTS. 

property  sought  to  be  released  and  of  any  property  or  consideration  ten- 
dered in  substitution  therefor,  shall  be  determined  by  the  said  Trustee, 
which  may  satisfy  itself  in  respect  to  such  value  in  any  manner  and  by 
any  means  it  may  deem  reasonable  and  proper.  The  certificate  of  the 
president  or  any  other  officer  of  said  Company  may  l;e  accepted  as  sufficient 
evidence  of  the  value  of  any  property  sought  to  be  released  or  of  any 
property  sought  to  be  substituted  therefor,  but  the  Trustee  shall  not  be 
precluded  in  any  ease  from  requiring  other  and  further  proof  of  the 
value  and  other  facts  so  certified,  if  in  its  judgment  any  good  reason  shall 
exist  for  so  doing.  Any  property  of  any  kind,  and  any  interest  therein, 
whenever  acquired  by  the  Company  in  renewal,  replacement  or  substitution 
of  property  released  from  the  lien  of  this  deed,  shall  immediately  upon 
such  acquisition,  without  any  further  conveyance  or  assignment,  become 
and  be  subject  to  the  lien  of  this  mortgage,  as  fully  and  completely  as 
though  now  owned  by  the  Company  and  expressly  and  specifically  conveyed 
by  this  mortgage;   but  the  Company  shall,   if  and  whenever  at   any  time 

requested  by  The    Trust  Company,  Trustee,  execute  an  apt 

and  proper  instrument  in  writing  to  extend  the  lien  of  this  mortgage 
specifically    over   the    property    or    interest    therein    so    hereafter    acquired. 

Any   money   received   by   The    Trust    Company,    Trustee,    at 

any  time  as  a  consideration  for  any  release  shall  be  held  by  said  Trustee 
subject  to  this  mortgage  and  be  kept  invested  for  the  benefit  of  the  holders 
of  the  bonds  and  coupons  secured  hereby,  or  may  in  the  discretion  of  said 
Trustees  be  applied  to  the  redemption  of  outstanding  bonds  secured  hereby 
in  accordance  with  the  terms  of  Section  Third  of  this  instrument.  Upon 
receiving  such  approved  property  or  consideration  for  any  release  desired 
for  the  Company,  said  Trustee  shall  forthwith  execute  and  deliver  to  the 
Company  a  proper  release  such  as  desired.  All  expense  attendant  upon 
any  such  release,  or  any  investigation  conducted  in  connection  therewith, 
shall  be  paid  by  the  Company.'o 

Fifteenth.  It  is  further  covenanted  and  agreed  that  no  purchase  or 
sale  of  any  of  said  coupons  separate  and  apart  from  its  bond  nor  any  loan 
or  advance  made  upon  any  of  said  coupons  separate  and  apart  from  its 
bond,  on  behalf  of,  at  the  request  of,  or  with  the  privity  of  the  said  party 
of  the  first  part  whether  before  or  after  maturity,  and  no  redemption  of 
any  of  the  said  coupons  by  any  guarantor  of  the  payment  of  the  same, 
shall  be  taken  to  operate  or  to  keep  the  said  coupons  alive  or  in  force  as  a 
lien  upon  the  property  herein  mentioned,  beyond  the  time  of  maturity  of 
such  coupons  as  against  the  holders  of  the  bonds  herein  mentioned,  or 
of  other  coupons  herein  mentioned.-" 

Sixteenth.  No  consolidation  or  merger  shall  in  any  manner  diminish 
or  impair  the  lien  or  security  of  this  indenture  or  any  of  the  rights  or 
jiowers  of  the  Trustees  or  of  the  bondholders  hereunder.  In  case  the  Com- 
pany  shall   be   consolidated  or  merged   with  any  other   corporation,   or  its 


19 — See  as  to  what  personal  property,  stock,  bonds,  contracts,  etc.,  are 
covered  by  the  mortgage  and  the  effect  of  the  after-acquired  property  clause, 
Cook  on  Corporations,  §  852. 

See  also  Tippett  &  Wood  v.  Barham,  180  Fed.  76. 

20— See  as  to  coupons.  Cook  on  Corporations,  §  771 ;  Clark  &  M.,  Corp., 
§  183c. 


BOND  ISSUES.  1239 

property  or  any  of  it  shall  be  leased  or  soM  to  any  other  corporation,  all 
real  property  that  may  thereafter  be  bought,  whether  by  the  Coinpany  or 
by  any  corporation,  with  which  it  may  be  merged,  or  consolidated  or  to 
which  any  of  its  property  may  be  sold  or  leased,  which  shall  in  any  wise 
be  used  in  connection  with  the  property  or  franchises  })y  this  instrument 
conveyed,  shall  be  considered  as  passing  under  the  lien  of  this  mortgage, 
and  such  successor  corporation  shall  bo  bound  to  make  any  conveyance  or 
assignincnt  to  the  said  Trustees  in  order  to  carry  out  the  provisions  of  this 
agrcoiuent  that  either  of  said  Trustees  may  deem  advisable;  and  in  case 
such  successor  corporation  shall  refuse  to  do  so,  or  in  case,  for  any  reason, 
any  property  so  bought,  or  any  property  that  may  be  acquired  in  any  way 
by  any  successor  corporation  for  use  in  connection  with  the  premises, 
property  or  franchist'S  by  this  instrument  conveyed,  shall  not  i)ass  under  the 
lien  of  this  mortgage,  the  j.rincipal  of  all  the  bonds  hereby  secured  may, 

at  the  option  of  The   Trust  Company,  Trustee,  and  shall,  if 

the  Trustee  be  requested  so  to  do  in  writing  by  holders  of  a  majority  in 
amount  of  the  bonds  then  outstanding,  be  declared  and  be  at  once  due  and 
payable,  and  said  Trustees  shall  be  entitled  to  enforce  payment  of  said 
bonds,  sell  the  property  hereby  conveyed,  or  foreclose  this  Trust  deed  for 
principal  and  interest;  it  being  the  intention  of  the  parties  hereto  that 
all  the  said  property  and  franchises,  now  owned  or  hereafter  acquired  by 
the  Company,  and  all  said  property  that  may  at  any  time  be  acquired  for 
or  in  connection  with  the  use  of  any  of  the  property  hereby  conveyed, 
whether  bought,  acquired  or  owned  by  the  Company,  or  by  any  corporation 
into  which  it  may  be  consolidated  or  merged  or  assigned,  shall  pass  un<lcr 
the  lien  of  this  trust  deed  for  the  benefit  of  the  holders  of  the  bonds  secured 
hereby,  and  that,  in  case  for  any  reason  such  intention  is  not  carried  out, 
or  any  such  property  shall  fail  to  pass,  it  shall  be  considered  that  there  is 
a  breach  of  the  conditions  of  this  instrument,  and  there  shall  be  an  imme- 
diate right  to  collect  the  bonds  and  accrued  interest,  sell  the  property 
hereby  conveyed  or  foreclose  this  trust   deed. 

Seventeenth.  It  is  further  expressly  covenanted,  stipulated,  agreed  and 
conditioned  that  the  assignees  of  the  said  party  of  the  first  part,  and  all 
persons  who  shall,  after  the  recording  of  this  indenture  of  trust,  acquire 
any  title,  estate,  right,  claim  or  lien  in  or  to  said  property  or  any  part 
thereof,  or  in  or  to  anything  appurtenant  to  said  property,  through  or  under 
the  said  party  of  the  first  part,  by  contract,  mechanic's  lien,  or  otherwise, 
shall,  by  the  very  fact  and  act  of  acquiring  such  title,  estate,  interest, 
right,  claim  or  lien  ratify  and  confirm  and  make  their  own  the  covenants, 
promises  and  agreements  in  this  deed  contained  and  made,  as  completely 
and  effectually  as  if  they  held  and  owned  said  title,  estate,  interest,  right, 
claim  or  lien  at  the  time  of  the  execution  and  delivery  hereof,  and  joined 
in  the  execution,  acknowledgment  and  delivery  of  this  deed. 

Eighteenth.  If  said  Company  shall  well  and  faithfully  pay  the  principal 
sum  due  on  said  bonds  when  the  same  becomes  payable,  according  to  the 
tenor  thereof,  together  with  the  interest  then  accrued  and  due  thereon, 
upon  the  presentation  and  surrender  of  said  coupons  and  bonds  respectively, 
and  shall  well  and  truly  perform,  according  to  the  true  intent  and  meaning 

thereof,  all  other  things  required  by  these  presents  to  be  done  by  said 
Company  then  and  thercuj>on  all  the  estate,  right,  title  and  interest  of  the 

said    Trustees    hereunder    shall    cease    and    determine,    and    said    Trusteed 


1240    CORPORATION  FORMS  AND  PRECEDENTS. 

shall,  by  proper  instrument  in  writing,  release  and  discharge  this  indenture. 
It  shall  be  deemed  within  the  meaning  of  this  mortgage  full  payment  of 
any  bond  or  interest  coupon  not  presented  at  the  proper  time  and  i)lace  for 
payment,    if    the    money    necessary    to    pay    and    discharge    said    bond    or 

interest  coupon  shall  be  deposited  with  The  Trust 

Company,  Trustee,  upon  the  next  succeeding  business  day  thereafter,  leaving 
said  Trustee  to  make  actual  paj-nient  to  the  holder,  and  such  deposit  of 
any  money  due  and  payable  to  the  bond  or  coupon  holder  shall  have  the 
same  effect  in  respect  to  the  rights  and  obligations  of  the  Company  as 
if  the  money  were  actually  paid  by  the  Company  directly  to  said  bond  or 
coupon  holder  on  the  date  when  such  bond  or  coupon  became  payable. 

If  default  be  made  by  said  Company  in  the  payment  of  any  of  the  interest 
on  any  of  the  said  bonds  according  to  the  tenor  and  effect  thereof  on  the 
presentation  of  the  said  coupons  respectively,  or  if  said  Company  shall 
fail  to  faithfully  observe  any  obligation  required  of  it  by  these  presents 
and  such  default  shall  continue  for  the  space  of  sixty  days  after  demand 

in  writing,  at  the  office  of  The Trust  Company,  Trustee, 

then  in  the  discretion  of  said  The   Trust  Company,  Trustee, 

it  shall  be  lawful  for  the  Trustees  or  for  said  The   Trust 

Company,  Trustee,  alone,  and  upon  request  in  writing  of  the  holders  of  not 
less  than  ten  per  cent.  (10%)  of  the  bonds  hereby  secured  then  outstanding, 

it  shall  be  the  duty  of  The   Trust  Company,  Trustee,  to 

declare  the  whole  of  the  principal  of  said  bonds  then  outstanding,  together 
with  all  accrued  and  unpaid  interest  thereon,  at  once  due  and  payable, 
and  thereupon  the  whole  of  the  principal  of  said  bonds  then  outstanding, 
together  with  all  accrued  and  unpaid  interest  thereon,  shall  at  once  become 
due  and  payable.2i 

Nineteenth.  In  case  of  sixty  days  default  being  made  as  aforesaid, 
and  not  being  waived,  as  hereinafter  provided,  or  in  case  of  default  in 
the  payment  of  the  principal  of  any  of  said  bonds  at  maturity,  the 
Trustees  hereunder  shall  be  entitled  to  immediate  possession  of  all  of 
said  property  as  for  condition  broken,  and  to  receive  and  collect  the 
rents,  issues  and  profits  thereof,  and  if  the  party  of  the  first  part,  its 
successors  or  assigns  shall  thereafter  remain  in  possession  of  said  property, 
it  or  they  shall  be  deemed,  and  shall  be  tenants  at  will  of  the  Trustees, 
and  shall  at  once  surrender   and  yield   up   such  possession  on   demand  to 

them,  and  said  Trustees  or  the  said  The Trust  Company, 

Trustee,  may  thereupon  enter  and  take  possession  and  collect  the  rents, 
issues  and  profits  of  said  property  and  apply  the  same,  leso  five  per  ceet. 
(5%)  thereof,  to  be  reserved  as  commission  for  collection,  towards  the 
repairing  of  said  property,  and  the  payment  of  insurance,  taxes  and  assess- 
ments thereon,  and  other  expenses  of  this  Trust,  and  expenses  of  the 
management  of  said  property,  if  any,  and  to  the  payment  of  interest  and 
principal  of  said  bonds,  and  upon  the  failure  or  refusal  to  surrender  and 

yield  up  such  possession,  said   Trustees,   or  said  The    Trust 

Company,  Trustee,  may  at  their  or  its  option,  obtain  such  possession  forcibly 
or  otherwise,  with  or  without  process  of  law.22 

21 — For  full  discussion  of  the  important  clause  providing  that  the  principal 
sum  may  be  declared  due  on  default  in  interest,  etc.,  see  Cook  on  Corpora- 
tions, §  800. 

22 — See  as  to  entry  by  the  trustee  or  a  receivership  on  default,  Cook  on 
Corporations,  §§  802-822.' 


BOND  ISSUES.  1241 

Twentieth.  In  case  of  sixty  days  default  being  made,  as  aforesaid, 
and  not  waived,  as  hereinafter  provided,  or  in  case  of  default  in  the 
payment  of  the  principal  of  any  of  said  bonds  at  maturity,  the  Trustees 

hereunder  or  either  of  them  upon  the  request  of  said  The   

Trust  Company,  Trustee,  may  file  a  bill  or  bills  in  any  Court  having 
jurisdiction  thereof,  against  the  party  of  the  first  part,  its  successors  or 
assigns,  to  secure  the  specific  performance  of  the  covenants  or  agreements 
of  this  instrument  or  to  obtain  a  decree  for  the  sale  and  conveyance  of  the 
whole  or  any  part  of  the  said  premises  and  property,  for  the  purposes  herein 

specified,  or  said  Trustees  or  The Trust  Company,  Trustee, 

may  institute  and  carry  out  any  other  proceedings  authorized  by  law  for 
the  foreclosure  of  this  deed,  or  the  sale  of  said  property,  or  the  enforce- 
ment of  said  debt,  or  for  any  other  appropriate  legal  or  equitable  relief,23 
and  out  of  the  proceeds  of  any  foreclosure  sale  or  other  proceedings  may 
pay  the  cost  of  such  suit,  all  costs  of  advertising,  sale  and  conveyance, 
including  a  reasonable  sum  for  attorneys',  solicitors'  and  Trustees'  fees 
hereunder  and  in  the  enforcement  hereof,  and  also  all  advances  and  lia- 
bilities made  or  incurred  under  the  provisions  of  this  trust  deed,  including 
advances  for  abstracts. of  title  or  for  continuations  thereof,  and  all  other 
c.\]ienses  and  charges  of  this  trust,  including  all  moneys  advanced  for 
insurance,  taxes  or  other  liens  or  assessments,  with  interest  thereon  at 
the  highest  rate  allowed  by  the  law, 24  and  shall  then  pay  the  jtrincipal  of  the 
bonds  then  outstanding  and  unpaid  whether  due  and  payable  by  the  terms 
thereof  or  under  any  other  provision  of  this  trust  deed,  and  the  interest 
thereon  up  to  the  time  of  such  payment,  rendering  the  overplus,  if  any, 
unto  said  party  of  the  first  part,  its  successors  or  assigns,  upon  reasonable 
request;  and  it  shall  not  be  obligatory  upon  the  purchaser  or  purchasers 
at  any  sale  made  under  the  provisions  of  this  trust  deed  to  see  to  the 
application  of  the  purchase  money.25  In  case  of  the  filing  of  any  bill  to 
foreclose  this  trust  deed  the  complainant  shall  immediately  and  without 
notice  be  entitled  to  the  appointment  of  a  Receiver  or  Receivers  of  the 
mortgaged  property  and  of  the  rents,  issues  and  profits  thereof,  with  the 
usual  powers  of  Receivers  in  such  cases, 2c  and  said  Receiver  or  Receivers 
may  be  continued  in  possession  of  the  said  property  during  the  pendency 
of  such  foreclosure  suit  and  until  the  time  limited  for  the  redemption  from 
any  sale  that  may  be  made  under  any  decree  of  foreclosure  shall  have 

23 — See  for  a  full  discussion  of  the  right  of  the  trustee,  upon  default  of 
the  mortgagor,  to  sell  the  mortgaged  property,  or  to  have  a  strict  foreclosure, 
or  to  foreclose  bv  a  suit  in  equity,  or  to  take  possession  and  operate  a  rail- 
road, Cook  on  Corp.,  §§  820-824.     See  also  §§  794-807. 

24 — As  to  the  right  and  duty  of  a  trustee  to  protect  the  mortgaged 
property  from  loss,  his  authority  to  institute  suits  for  such  purposes,  to  pur- 
chase prior  liens,  to  discharge  mortgages,  or  release  part  of  the  mortgaged 
property,  to  deliver  bonds  in  trust  to  trustee,  and  to  purchase  for  the  bond- 
holders at  the  foreclosure  sale,  see  the  full  discussion  in  Cook  on  Corp.,  §  816. 
See  also  §  885. 

25 — See  as  to  the  provision  giving  the  trustee  a  power  of  sale  on  default 
and  that  this  is  a  cumulative  remedy  and  does  not  prevent  foreclosure.  Cook 
on  Corp.,  §  803.  See  also  §  824  for  the  rules  governing  the  exercise  of  such 
power. 

26 — See  generally  as  to  the  foreclosure  of  mortgages  by  suits  in  equity  and 
a  full  discussion  of  the  powers  of  the  court,  parties  to  the  suit,  the  effect 
of  fraudulent  bonds  and  fraudulent  foreclosure  and  the  procedure  in  such 
suits,  Cook  on  Corp.,  Chap.  XLIX,  §§  832-850. 


1242    CORPORATION  FORMS  AND  PRECEDENTS. 

expired,-'  and  at  any  sale  of  any  of  the  mortgaged  property  covered  hereby, 
the  Trustees,  or  their  or  its  successors  in  trust,  may,  at  the  written  request 
of  a  majority  in  interest  of  the  holders  of  the  then  outstanding  bonds,  bid 
iu  and  juirehase  in  person  or  by  attorney  the  said  mortgaged  property  or 
any  part  thereof  in  behalf  of  the  holders  of  all  the  then  outstanding  bonds 
hereby    secured. 

Said  party  of  the  first  part  further  covenants  and  agrees  that  at,  and 
immediately    upon    the    coinmeneemont    l)y    the    Trustees    or    by    the    said 

The    Trust    Company,    Trustee,   alone,   of   any   suit    or   legal 

proceedings  to  foreclose  this  trust  deed  or  to  obtain  possession  of  the 
property  hereinbefore  mentioned,  said  Company,  its  successors  and  assigns, 
shall  and  will  waive  the  issue  and  service  of  process,  enter  its  and  their 
voluntary  appearance  in  such  suit  and  proceeding,  and  consent  to  the  entry 
of  judgment  or  decree,  as  prayed  for  in  the  bill  of  complaint,  and  consent 
to  the  appointment  of  the  Eeceiver  of  the  said  property-,  and  of  the  rents, 
issues  and  profits  thereof. 

Twenty-first.  It  is  understood  and  agreed  that  in  the  event  that  this 
trust  deed  be  foreclosed  by  a  judicial  proceeding  in  any  Court,  and  a  decree 
for  the  foreclosure  of  this  trust  deed  or  the  sale  of  said  property  shall 
be  therein  rendered,  there  shall  be  included  in  the  judgment  or  decree  of 
such  foreclosure  a  reasonable  sum  for  the  com2)lainants '  attorney's  or 
solicitor's  fees  and  for  the  Trustees'  fees  in  such  proceeding,  which  sums 
are  hereby  charged  upon  the  property  aforesaid,  as  an  additional  lien 
hereunder. 

Twenty-second.  In  case  said  Trustees  or  either  of  them,  or  their  suc- 
cessors in  trust,  shall  upon  default  being  made,  take  possession  of,  or 
make  any  sale  of  any  of  the  premises  or  property  hereby  conveyed,  or 
intended  to  be  conveyed,  in  pursuance  of  provisions  of  this  deed  of  trust, 
or  commence  any  proceeding  for  the  foreclosure  of  this  trust  deed,  then 
and  in  such  event,  all  the  books  and  papers  of  the  said  party  of  the  first 
part  in  any  way  relating  to  the  said  property  or  estate,  or  to  the  operation 
or  management  of  the  same,  shall,  upon  request,  be  delivered  by  the  said 

party  of  the  first  part,  its  successors,  or  assigns,  to  The Trust 

Company,  Trustee,  or  its  successor  or  successors  for  the  time  being,  and 
it  or  they,  by  itself  or  themselves,  or  by  any  agent  or  agents,  appointed 
by  it  or  them,  may  take  possession  of  such  books  and  papers  and  hold  and 
use  the  same  for  the  carrying  out  of  the  purposes  of  this  trust  without 
any  hindrance  or  impediment  whatsoever,  by  said  party  of  the  first  part, 
or  by  its  successors  or  assigns,  or  by  any  person  or  persons  acting  or 
claiming  to  act  under  it  or  them,  or  under  any  of  them. 

Twenty-third.  No  holder  or  holders  of  any  of  said  bonds  or  coupons 
shall  have  the  right  to  institute  any  proceedings  of  any  kind  for  the 
foreclosure  of  this  indenture  or  for  the  execution  of  the  trusts  hereof,  or  for 
the  appointment  of  a  Receiver,  or  for  any  other  remedy  under  this  mortgage 
or  deed  of  trust  or  under  the  lien  hereby  created,  or  otherwise,  without 
first    giving    notice    in    writing    to    The    Trust    Company, 

27 — See  for  a  full  discussion  of  the  law  governing  receivers,  their  appoint- 
ment and  the  effect  thereof;  suits  and  claims  by  and  against  receivers;  the 
duties  and  powers  of  receivers;  and  their  liability,  compensation,  accounts 
and  discharge.  Cook  on  Corp.,  Chapter  LI,  §§862-882;  Clark  &  M..  Corp., 
§  785. 


BOND  ISSUES.  1243 

Trustee,  of  default  having  been  made  ami  continued,  as  aforesaid,  and 
unless  one  tenth  in  amount  of  the  holders  of  the  then  outstanding  bonds 
have  in  writing  notified  and  requssted  the  said  trustee,  as  above  provided, 
and  a  reasonable  opportunity  has  been  atTordeil  to  said  Trustees  after 
the  receipt  of  such  notice  and  request,  to  proceed  and  exercise  the  powers 
herein  granted,  or  to  institute  such  action,  suit  or  proceeding  in  their,  the 
Trustees'  own  names,  and  without  also  having  offered  to  the  Trustees 
adequate  security  and  indemnity  against  the  costs,  expenses  and  liabilities 
to  be  by  the  Trustees  incurred  therein  or  thereby;'-'*  and  such  notice,  request 

and    offer   of   indenmity   may   bo   required    by   The    Trust 

Company,  Trustee,  as  conditions  precedent  to  the  execution  of  the  powers 
and  trusts  of  this  indenture,  for  any  action  of  whatever  kind  in  equity,  for 
the  foreclosure  hereof,  for  the  appointment  of  a  Receiver,  or  for  any  other 
remedy  hereunder,  or  otherwise,  in  case  of  any  default  hereunder  ;-y  and  it 
is  also  agreed  that  no  holdei  or  holders  of  any  of  the  said  bonds,  or  of  any 
interest  coupons  intended  to  be  hereby  secured  shall  institute  any  suit,  action 
or  proceeding  for  the  foreclosure  hereof,  or  for  the  appointment  of  a  receiver, 
or  for  the  collection  of  any  of  the  money  evidenced  by  such  bonds  or 
coupons,  otherwise  than  upon  the  terms  and  conditions  and  in  the  manner 
herein  provided. 3o 

Twenty-fourth.  Should  any  suit  or  other  proceeding  be  brought  against 
the  Trustees,  or  cither  of  them,  by  reason  of  any  matter  or  thing  connected 
with  the  Trust  hereby  created,  or  by  reason  of  being  such  Trustees,  it  or 
he  shall  be  under  no  obligation  to  enter  any  appearance  by  counsel  or  in 
any  way  to  appear  in  or  defend  such  suit  or  other  proceeding  until  indem- 
nified to  its  or  his  full  satisfaction  for  so  doing,  but  it  or  he  may,  never- 
theless, appear  and  defend  such  suits  or  proceedings  without  indemnity, 
if  it  or  he  elects  so  to  do,  and  in  such  case  the  Trustees  shall  be  compensated 
therefor  from  the  Trust  Fund. 

Twenty-fifth.     Before    proceeding    to    foreclose    this    deed    or    mortgage, 

The   Trust  Company,  Trustee,  shall  have  the  right, 

first,  to  exact  from  the  holders  of  said  bonds  reasonable  indemnity  for 
the  trustees  against  loss  or  liability  that  may  be  incurred  by  them  in 
so  doing;  and  upon  the  tender  by  the  holders  of  said  bonds,  or  any  of 
them,  of  such  reasonable  indemnity,  whether  previously  requested  of 
them  or  not,  and  upon  the  written  request  of  the  holders  of  one-tenth 
in  amount  of  all  of  said  bonds  then  outstanding,  unpaid  or  not  redeemed, 
it  shall  be  the  duty  of  the  Trustees  in  case  of  any  default  continuing  on 
the  part  of  the  said  Company,  as  hereinbefore  provided,  and  not  waived, 
as    hereinafter    provided,    to    foreclose    the    lien    hereby    created,    in    such 

lawful   manner   as    The    Trust    Company,    Trustee,    may    deem 

best,   and   said    The    Trust   Company,   Trustee,    shall   have 

charge,  direction  and  control  of  any  and  all  such  proceedings,  and  said 
,   Trustee,   his  successors  or  assigns  shall   act   in   ac- 

28 — See  as  to  the  validity  of  various  restrictions  on  the  right  to  foreclose, 
Cook  on  Corpoi'ations,  §  804. 

29 — See  generally  as  to  the  right  of  bondholders  to  bring  suit  for  fore- 
closure where  the  trustee  declines  to  do  so  after  default.  Cook  on  Corpora- 
tions, SS  SK).  820,  82.5-831. 

30 — See  generally  as  to  the  right  of  bondholders  to  sue  for  foreclosure 
and  to  protect  or  enforce  these  rights,  Cook  on  Corporations,  S§  825-831. 


1244    CORPORATION  FORMS  AND  PRECEDENTS. 

cordance  with  the  directions  of  said  The   Trust  Com- 
pany, Trustee. 

Twenty-sixth.  No  delay  or  omission  by  the  Trustees  in  exercising 
the  riohts  and  powers  herein  granted  shall  be  held  to  exhaust  such 
rights  or  powers,  or  be  considered  as  a  waiver  thereof,  but  it  is  hereby 
mutually  agreed  that  the  holders  of  seventy-five  per  cent  (75%)  in  amount 
of  the  bonds  at  the  time  outstanding  may,  by  an  instrument  in  writing, 
at  any  time,  whether  before  or  after  the  institution  of  foreclosure  pro- 
ceedings and  prior  to  the  time  of  sale  thereunder,  waive,  or  instruct  the 
Trustees  to  waive  any  default  except  that  of  payment  of  the  principal 
of  said  bonds  at  maturity,  provided  always  that  no  such  action  on  the 
part  of  the  holders  of  said  bonds  shall  extend  to  or  be  taken  to  affect 
any  subsequent  default  or  impair  the  rights  resulting  therefrom.si 

Twenty-seventh.  Said  parties  of  the  second  part  shall  be  entitled  to 
be  reimbursed  for  all  proper  outlays  of  every  sort  or  nature  by  them 
or  either  of  them  made  or  incurred  in  the  acceptance  and  discharge  of 
their  trusts  hereunder  and  to  receive  a  reasonable  and  proper  com- 
pensation for  any  duties  that  they  or  either  of  them  may  at  any  time 
perform  in  the  discharge  of  the  same  (except  such  duties  as  shall  be 
required  by  a  bondholder  connected  with  or  growing  out  of  the  registra- 
tion of  bonds,  which  shall  be  paid  by  the  bondholder)  and  for  all  damages 
sustained  or  incurred  by  the  Trustees,  or  by  either  of  them,  by  reason  or 
on  account  of  any  negligence  of  any  otificer,  attorney,  agent  or  servant 
selected  or  retained  with  reasonable  care,  in  the  performance  or  at- 
tempted performance  of  the  trusts  hereunder,  and  all  such  outlays,  dam- 
ages, fees,  commissions,  compensations  and  disbursements  shall  constitute 
and  continue  a  lien  on  the  mortgaged  premises  and  property  prior  to  any 
other  claim  hereunder. 

Twenty-eighth.  In  case  at  any  time  it  sball  be  necessary  or  proper 
for  the  said  parties  of  the  second  part,  or  for  either  of  them,  or  for  their 
successors,  to  make  any  investigation  respecting  any  fact  preparatory  to 
taking  or  not  taking  any  action,  or  doing  or  not  doing  anything  under 
this  trust  deed  as  such  Trustee,  the  certificate  of  said  first  party,  under 
its  corporate  seal,  attested  by  the  signature  of  its  President  or  Vice- 
President,  and  the  affidavit  of  one  of  its  Directors  shall  be  sufficient 
evidence  of  such  fact  to  protect  the  said  second  parties  or  their  successors 
in  any  action  they  may  take  by  reason  of  the  supposed  existence  of  such 
fact. 

Twenty-ninth.  It  shall  be  no  part  of  the  duty  of  the  parties  of  the 
second  part  to  see  to  the  recording  of  this  indenture  as  a  mortgage  or 
conveyance  of  real  or  personal  estate,  or  to  do  any  other  act  which  may 
be  suitable  or  proper  to  be  done  for  the  continuing  of  the  lien  of  this 
indenture  or  for  giving  notice  of  the  existence  of  such  lien,  but  said 
Company  covenants  and  agrees  to  and  with  the  said  parties  of  the  second 
part    to    cause    this    deed    to    be    recorded    wherever    and    whenever    said 

Trustees  or  The    Trust  Company,   Trustee,  may  require, 

and   to   do   and  perform   all   acts   necessary  to  keep   valid   the   lien  hereby 
created,  or  intended  to  be  created,  and  to  preserve  and  protect  the  rights 

31 — See  as  to  the  validity  of  a  provision  that  a  specified  proportion  of  the 
bondholders  may  waive  a  default  in  interest.  Cook  on  Corporations,  §  801. 


BOND  ISSUES.  1245 

of  the  holders  of  said  bonds.  It  shall  Ijc  no  part  of  the  duty  of  the 
Trustees  to  effect  any  insurance  ajjainst  fire  or  other  dainaj;e  on  any 
j)Ortion  nt'  the  iiiortf^aged  ])roiH'rty,  or  to  renew  any  policy  of  insurance, 
or  to  j)ay  any  taxes  or  assessments  on  any  of  said  property. •'- 

Thirtieth.  The  parties  of  the  second  part,  as  Trustees  or  otherwise, 
shall  be  under  no  obligation  to  recognize  any  person,  firm  or  corporation, 
as  holder  or  holders,  owner  or  owners,  of  one  or  more  of  the  bonds  se- 
cured hereby,  or  to  do  or  refrain  from  doing  any  act  pursuant  to  the 
request  or  demand  of  any  person  or  j)ersons,  firm  or  corporation,  professing 
or  claiming  to  be  such  holder  or  owner,  until  siich  supjiosed  holder  or 
holders    shall    produce    the    said    bonds    and    deposit    the    same    with    The 

Trust    Company,    Trustee,    and    shall    indemnify   and    save 

harmless  the  said  Trustees  to  their  full  satisfaction  from  any  -and  all 
costs  and  expenses,  outlays  and  counsel  fees,  and  other  reasonable  dis- 
bursements for  which  they  may  become  liable  or  responsiVtle,  including 
all  damages  that  may  be  sustained  or  incurred  by  said  Trustees,  or  either 
of  them,  by  reason  or  on  account  of  any  negligence  of  any  agent  or 
servant  selected  and  retained  with  reasonable  care  in  proceeding  to  carry 
out  such  request  or  demand. 

Thirty-first.  All  notices,  requests  and  demands  of  the  said  bondholders 
afVecting  any  of  the  rights  and  remedies,  or  for  the  benefit  of  the  said 
bondholders,  or  affecting  the  duty  of  the  Trustees,  or  in  pursuance  of 
the  trust  hereby  created,  shall  be  authenticated  by  an  instrument  or  instru- 
ments, in  writing,  signed  by  the  person  assenting  thereto  or  their  attor- 
neys in  fact,  duly  authorized  for  that  purpose. 

Any  request  or  other  instrument  required  by  this  indenture  to  be  signed 
and  executed  by  bondholders  may  be  in  any  number  of  concurrent  instru- 
ments of  similar  tenor  and  date. 

Thirty-second.  All  recitals  herein  contained  are  made  on  behalf  of  the 
party  of  the  first  part,  and  the  parties  of  the  second  part  assume  no 
responsibility  as  to  the  correctness  of  any  statement  herein  containe<l. 
Said  parties  of  the  second  part  and  their  successors  shall  have  no  re 
sponsibility  as  to  the  validity  of  this  trust  deed  or  mortgage  nor  as  to 
the  execution,  or  acknowledgment  hereof,  nor  as  to  the  amount  or  ex- 
tent of  the  security  afforded  by  the  property  covered  by  this  deed  of 
trust  or  mortgage,  and  the  Trustees  shall  not  be  in  any  way  liable  for 
the  consequences  of  any  breach  on  the  part  of  said  first  party  of  the 
covenants  herein  contained  or  for  any  other  act  or  thing  hereunder, 
except  its,  his  or  their  own  several  negligence.33 

Thirty-third.  If  any  bond  issued  hereunder  and  the  coupons  thereto 
pertaining,  be  mutilated,  lost  or  destroyed,  the  Company  may,  in  its  dis- 
cretion, upon  terms  and  conditions  prescribed  by  its  Board  of  Directors, 
issue,  and  The  Trust  Company,  Trustee,  may,  in  its  dis- 
cretion, certify  a  new  bond  of  like  tenor,  amount  and  date,  and  bear- 
ing the  same  serial  number,  in  exchange  and  substitution  for  the  bond 
and  "coupons  mutilated,  upon  cancellation  thereof,  or  in  liou  of  such 
bonds  or  coupons  destroyed  or  lost,  upon  filing  with  The   

32 — See  generally  as  to  the  necessity  of  recording  mortgages.  Cook  on 
Corporations,  §  Sll. 

33 — See  as  to  the  effect  of  the  clause  exempting  the  trustee  from  liability, 
Cook  on  Corporations.  8P  805.  816. 


1246     CORPORATION  FORMS  AND  PRECEDENTS. 

Trust  Company,  Trustee,  satisfactory  evidence  that  such  bond  and  coupons 

were  destroyed  or  lost,  and  furnishing  the  Company  and  The    

Trust  Company,  Trustee,  with  satisfactory  indemnity.  No  liability  shall 
in  any  wise  attach  to  the  Trustees  for  any  act  purporting  to  be  done 
under  the  authority  of  this  article.^* 

Thirty-fourth.  Until  the  permanent  engraved  coupon  bonds  intended 
to  be  secured  hereby  can  be  engraved,  prepared  and  executed,  the  Com- 
pany may  execute,  issue  and  sell,  and  the  Trustee  may  certify  and  de- 
liver, temporary  printed  bonds  bearing  interest  from  the  first  day  of 
January,  1910,  which  Ijonds  shall  be  transferable  by  delivery  unless 
registered  under  and  pursuant  to  the  provisions  of  this  indenture,  and 
shall  be  substantially  of  the  tenor  and  form  of  the  bonds  hereinbefore 
recited;  -except  that  no  coupons  shall  be  attached  to  said  temporary 
printed  bonds  and  that  all  clauses  referring  to  coupons  shall  be  omitted 
therefrom,  and  that  each  of  such  temporary  printed  bonds  shall  bear 
upon  its  face  the  words  "Temporary  Five  Per  Cent  First  Mortgage  Gold 
Bonds."  The  Trustee's  certificate  upon  said  temporary  printed  bonds 
shall  be  substantially  in  the  same  form  as  the  Trustee's  certificate,  which 
is  to  be  endorsed  upon  the  permanent  engraved  coupon  bonds,  and  shall 
be  conclusive  evidence  that  the  bond  certified  thereby  has  been  duly 
issued  under  the  provisions  of  this  deed  of  trust,  and  that  the  holder 
thereof  is  entitled  to  the  benefit  of  the  trust  hereby  created.  The  execu- 
tion, issuance,  sale,  certification  and  delivery  of  said  temporary  printed 
bonds  shall  be  subject  to  all  and  singular  the  terms  and  provisions 
contained  in  this  indenture  relating  to  the  execution,  sale,  issuance,  cer- 
tification and  delivery  of  bonds  hereunder.  Such  temporary  printed 
bonds,  when  duly  executed,  issued,  certified  and  delivered  under  and 
pursuant  to  the  provisions  of  this  indenture,  shall  be  exchangeable  for 
an  equal  amount  in  par  value  of  permanent  engraved  coupon  bonds  to 
be  issued  hereunder,  and  when  exchanged  for  such  engraved  bonds  shall 
be  forthwith  cancelled  and  delivered  by  the  Trustee  to  the  Company  for 
destruction.  Until  so  exchanged  the  said  Temporary  bonds  shall  in  all 
respects  be  entitled  to  the  lien  and  security  of  this  indenture  in  the 
same  manner  and  to  the  same  extent  as  the  permanent  engraved  coupon 
bonds  which  are  to  be  issued  and  certified  hereunder;  and  when  any 
interest  shall  be  paid  upon  such  temporary  printed  bonds  a  memorandum 
of  such  payment  showing  the  date  and  amount  thereof  shall  be  endorsed 
thereon.  As  long  as  any  of  such  temporary  printed  bonds  shall  remain 
outstanding,  an  equal  amount  in  par  value  of  said  permanent  engraved 
bonds  shall  be  withheld  from  certification  and  delivery  by  the  Trustee. 

Thirty-fifth.  It  is  further  mutually  agreed  that  all  the  covenants, 
stipulations,  promises  and  agreements  in  this  indenture  contained  by  or 
on  behalf  of  the  company,  shall  bind  and  be  binding  upon  its  successors 
and  assigns  whether  so  expressed  or  not. 

Thirty-sixth.  It  is  hereby  mutually  agreed  that  no  recourse  to  any 
personal  liability  shall  be  had  for  redress  under  any  of  the  obligations, 
covenants  or  agreements  of  this  indenture,  or  of  the  bonds  or  coupons 
secured  hereby,  upon,  from  or  to  any  stockholder,  officer  or  director  of 
the  Company,  either  directly  or  through  the  Company  by  the  enforcement 

34 — See  as  to  lost  or  stolen  bonds.  Cook  on  Corporations,  §  767. 


BOND  ISSUES.  1247 

of  any  assessment,  or  by  any  legal  or  equitable  proceeding  by  virtue  of 
any  statute  or  otherwise,  it  being  hereljy  expressly  agreed  that  no  i)er- 
sonal  liability  whatever  shall  attach  to,  or  be  incurred  by  the  stock- 
holders, officers  or  directors  of  the  Company,  or  any  or  cither  of  them, 
under  or  by  reason  of  any  or  either  of  the  obligations,  covenants  or 
agreements  in  this  indenture,  or  in  any  of  the  bon<ls  or  coupons  secured 
hereby,    expressed   and   contained   therein    or   implied    therefrom. 

Thirty-seventh.  A  reconveyance  of  said  premises  and  property  shall 
be  made  by  the  said  parties  of  the  second  part,  or  their  successors  in 
trust,  to  said  Company,  its  successors  or  assigns,  at  the  expense  of  the 
Company,  on  full  payment  of  the  indebtedness  aforesaid,  and  performance 
of  the  covenants  and  agreements  hereinbefore  maile  by  the  party  of  the 
first  part  and  such  conveyance  shall  constitute  and  be  a  full  release  and 
discharge  of  the  premises  and  properties  hereinbefore  described  from  the 
lien  and  incumbrajice  of  this  deed  of  trust. 

Thirty-eighth.  Any  Trustee  hereunder  may  resign  or  discharge  itself 
or  himself,  of  and  from  the  trusts  hereby  created  by  notice  in  writing  to 
the  Company  given  thirty  (30)  days  before  such  resignation  is  to  take  ef- 
fect, and  in  case  of  such  resignation  or  of  the  removal  or  incai>acity  of  the 
said  Trustee  by  reason  of  insolvency  or  other  cause,  the  Board  of  Direc- 
tors of  the  Company  shall  have  the  right  to  nominate  and  apiioint  a 
successor  or  successors  to  the  said  oflSce  of  Trustee,  provided  there  has 
been  no  default  on  the  part  of  the  Company  in  the  payment  of  the 
principal  or  interest  due  in  respect  to  any  of  the  bonds  secured  hereby; 
bnt  any  vacancy  of  more  than  sixty  (60)  days'  standing  may  be  filled  by 
any  court  having  jurisdiction  on  the  application  of  the  outgoing  Trustee 
or    any    bondholder,    or    any    person    interested.      Any    Trustee    appointed 

by  the  Board  of  Directors  of  the  Company  in  place  of  The   

Trust  Company  or  other  Company,  Trustee,  shall  be  a  Trust  Company 
in  the  City  of  Chicago  in  good  standing.  Any  such  appointment  by  the 
Board  of  Directors  of  the  Company  shall  be  by  an  instrument  in  writing 
duly  signed  and  acknowledged  by  them,  which  instrument  shall  be  re- 
corded in  the  office  of  the  Eecorder  of  the  County  of  Cook  in  the  State 
of  Illinois  and  in  the  office  of  the  Eecorder  of  the  County  of  New  York, 
in  the  State  of  New  York,  or  whatsoever  office  at  that  time  by  the  laws 
of  said  respective  states  shall  have  the  lawful  custody  of  the  records 
of  said  respective  counties.  Upon  the  appointment  of  any  such  suc- 
cessor, or  successors,  as  Trustee  by  either  method  above  mentioned,  all 
the  mortgaged  or  trust  property  shall  immediately  and  without  con- 
veyance vest  in  the  new  Trustee  for  the  purposes  of  the  trust  kereby 
created,  but  the  outgoing  Trustee  or  Trustees  shall  nevertheless  at  the 
request  of  the  new  Trustee,  or  the  Company,  but  at  the  expense  of  the 
Company  and  upon  the  payment  to  it,  them  or  him,  of  such  amounts  as 
may  be  due  it,  them  or  him,  hereunder,  execute,  acknowledge  and  de- 
liver to  the  new  Trustee  or  Trustees  such  deeds  of  conveyance  or  other 
instrument  in  writing  as  may  be  necessary  to  vest  in  or  confirm  to  the 
new  Trustee  or  Trustees  the  mortgaged  or  trust  property.''^ 

35 — See  generally  as  to  the  effect  of  the  death  or  resignation  of  the  trustee 
and  the  power  of  a  court  of  equity  to  remove  a  trustee  or  appoint  a  successor 
trustee  and  the  efTect  of  provisions  relating  thereto  in  the  mortgage  deed  of 
trust,  Cook  on  Corporations,  §  819. 


1248    CORPORATION  FORMS  AND  PRECEDENTS. 

Thirty-nintn    ,    one    of    the    parties    of    the    second    part, 

has  been  joined  as  Trustee  hereunder,  so  that  if  by  any  present  or 
future  law  in  any  jurisdiction,  in  which  it  may  i)e  necessary  to  perform 

any  act  in  the  execution  of  the  trusts  herein  created,   The    

Trust  Company,  Trustee,  or  its  successor  or  successors,  may  be  incompe- 
tent or  unqualified  to  act  as  silch  Trustee,  then  all  of  the  acts  required 
to  be  performed  in  such  jurisdiction  in  the  execution  of  the  trusts  hereby 

created,   shall   and   will   be   performed   by   said    as   Trustee, 

or  his  successor  or  successors,  acting  alone.     Except  as  it  may  be  deemed 

necessary  for  said  solely  to  execute  the  trusts  hereby 

created,  The  Trust  Company,  Trustee,  or  its  successor 

or  successors,  may  solely  have  and  exercise  the  powers,  and  shall  be 
solely  charged  with  the  performance  of  the  duties  hereinbefore  declared 
on  the  part  of  the  Trustees  to  be  had  and  exercised,  or  to  be  performed. 

Any  request  in  writing  by  The    Trust  Company,   Trustee, 

or  by  any  Trust  Company  appointed  in  succession  to  it,  to  the  individual 
Trustee  hereunder  or  any  Trustee  appointed  in  succession  to  him,  shall 
be  a  sufficient  warranty  for  the  individual  Trustee,  or  his  successor, 
taking  such  action  as  may  be  so  requested.     Such   individual  Trustee,  or 

any    successor,    may    delegate    to    The    Trust    Company,    or 

the  Trust  Company  appointed  in  succession  to  it,  the  exercise  of  any  power, 
discretionary  or  otherwise,  conferred  by  any  provisions  of  this  indenture. 

Tn  witness  whereof  the  said    Company  has  caused  these 

presents  to  be  signed  in  its  name  in  duplicate,  each  copy  of  which  is 
to  be  taken  as  an  original,  by  its  President,  and  its  corporate  seal  to 
be  hereunto  affixed,  attested  by  its  secretary,  and  to  evidence  its  acceptance 

of  the   trusts   hereby   created,    said   The    Trust    Company, 

Trustee,  has  caused  these  presents  to  be  signed  in  duplicate  by  its  Vice- 
President  and  its  corporate  seal  to  be  hereunto  affixed,  attested  by  its 
Assistant  Cashier,  and  to  evidence  his  acceptance  of  the  trusts  hen>by 
created,  said  has  hereunto  set  his  hand  and  seal  in  dupli- 
cate the  day  and  year  first  above  written. •■*« 

Company, 

By    

[Corporate  Seal]  President. 

Attest:    

Secretary. 
The Trust  Company,  Trustee, 

[Corporate  Seal]  Vice-President. 

Attest :    

Assistant   Cashier. 

Trustee. 
(Add  acknowledgments  of  all  parties.) 

See  for  forms  of  ordinary  corporate  mortgages,  Forms  1641,  1G45,  supra. 
See  for  forms  of  acknowledgments.  Chapter  II,  supra. 

36 — See    as   to   the    formalities    of   signing,    sealing   and    acknowledging 
corporate  mortgages,  Cook  on  Corporations,  §  810;  Clark  &  M.,  Corp.,  §  192. 


BOND  ISSUES.  1249 

Form  1661. 

INDENTURE  SECURING  FIRST  MORTGAGE   GOLD 
BONDS  OF  POWER  COMPANY. 

This  Indenture,   .Made  and  entered   into  tLis  first  day  of  October,  in  the 

year  One  Thousnnd  Nine  Hundred  and  Eight,  by  and  between   

Power   Company,   of   the   City   of    ,   County   of    

and  State  of  Wisconsin,  a  corporation  duly  organized  and  existing  under 
the   laws    of    the   State    of    Wisconsin    (hereinafter   called    the    Company), 

party   of  the  first  part,  and   The    Trust  and   Savings   Bank, 

a  corporation  organized  under  the  laws  of  the  State  of and 

having  its  principal  office  in  the  City  of   ,    

County,    ,    and    ,    of   the    City    of    , 

,  (hereinafter  called  the  Trustees),  parties  of  the  second  part, 

as  Trustees,  Witnesseth: 

Whereas,  the  Company  has  full  power  under  and  by  virtue  of  the 
laws  of  the  State  of  Wisconsin,  to  borrow  money  and  to  issue  its  bonds 
therefor,  and  to  pledge  by  mortgage,  or  trust  deed,  its  property,  rights 
and  franchises  to  secure  the  payment  thereof,  and 

Whereas,  the  Stockholders  of  the  Company,  at  a  meeting  duly  called  and 
held  at  the  office  of  the  Company  on  the  19th  of  December,  1908,  by  the 
unanimous  vote  of  all  the  stockholders  present,  adopted  the  following 
resolution : 

' '  Resolved,    by    the   stockholders    of    Power    Company,    in 

stockholders'  meeting  duly  assembled,  that  the  Board  of  Directors  of  this 
Company  are  hereby  authorized  to  borrow  the  sum  of  Two  Million  Five 
Hundred  Thousand  Dollars  ($2,500,000)  for  such  time  afld  at  such  rate 
of  interest  as  they  may  deem  best,  to  be  used  for  the  purpose  of  paying 
the  indebtedness  of  the  Company,  and  of  purchasing,  acquiring,  construct- 
ing and  equipping  hydraulic  and  electric  works  and  a  transmission  system 

for  this  Company,  in  and  near  the  Counties  of , , 

,   and   ,  in  the  State  of  Wisconsin, 

and  in  other  counties  in  said  state;  and  of  enlarging,  extending  and  better- 
ing, the  same;  and  of  developing  or  purchasing  additional  and  auxiliary 
properties;  and  in  evidence  thereof  to  issue  bonds  of  this  Company  and  to 
secure  the  same  by  mortgage  or  deed  of  trust  upon  all  its  corporate  prop- 
erty, both  that  now  owned  and  that  which  may  be  hereafter  acquired,  "i 

And  Whereas,  at  a  meeting  of  the  Board  of  Directors  of  the  Company, 
held  at  the  office  of  the  Company  on  the  19th  day  of  December,  1908,  after 
said  meeting  of  the  said  stockholders,  a  quorum  being  present,  the  follow- 
ing resolutions  were  adopted,  viz: 

' '  Resolved,  by  the  Board  of  Directors  of Power  Company: 

"First.  That  the  resolution  passed  and  adopted  by  the  stockholders  of 
this  Company,  at  their  meeting  held  on  the  19th  day  of  December,  1908, 
relating  to  the  issue  of  the  first  mortgage  bonds  of  said  Company,  amount- 
ing to  Two  Million  Five  Hundred  Thousand  Dollars   ($'2,500,000)   be  duly 

1 — See  as  to  the  necessity  of  obtaining  the  stockholders'  consent  to  a 
mortgage  deed  of  trust,  Cook  on  Corporations,  §§725,  808;  Clark  &-  M., 
Corp,  §696. 


1250     CORPORATION  FORMS  AND  PRECEDENTS. 

performed,  effectuated  and  fulfilled,  and  the  same  is  hereby  approved, 
ratified  and  adopted. 

"Second.  That  to  secure  the  payment  of  the  principal  and  interest  of 
said  Two  Million  Five  Hundred  Thousand  Dollars  ($2,500,000)  of  bonds, 
a  deed  of  trust  or  mortgage,  which  shall  be  a  first  lien  upon  all  the  hydrau- 
lic and  electrical  works  and  transmission  system  of  this  Company  is  hereby 

directed  to  be  made  and  executed  to  The Trust  and  Savings 

Bank    and    ,   both    of    ,    ,   upon   all 

the  property,  both  real  and  personal,  including  all  the  contracts,  leases, 
and  all  the  property,  rights,  franchises  and  privileges  now  owned  or  here- 
after to  be  acquired  by Power  Company,  appertaining  to 

and  in  anywise  relating  to  its  hydraulic  and  electrical  works  and  trans- 
mission system  located  in  and  near  the  Counties  of ,  .  .  ." , 

,   and   ,  in  the  State  of  Wisconsin, 

and  in  divers  other  counties  in  said  state;  together  with  all  its  income  and 
profits;  and  upon  all  other  property  of  the  Company  of  every  name,  nature 
or  description,  and  wheresoever  situate,  whether  now  owned  by  the  Com- 
pany or  hereafter  acquired  by  it,  except  Sub- 
division   in    the    Northeast   Quarter   of    Section    ,    Township 

, ,  Kange East  of  the 

Principal   Meridian,   in    County,  Wisconsin. 

"Third.     That  all  of  said  Two  Million  Five  Hundred  Thousand  Dollars 

($2,500,000)    of  bonds  shall  be  delivered  to  said  The    Trust 

and  Savings  Bank,  one  of  said  Trustees,  and  thereupon  bonds  to  the 
amount  of  Two  Million  Dollars  ($2,000,000)  shall  at  once  be  certified  and 
issued  by  such  trustee  and  delivered  to  the  President  of  the  Company  or 
to  such  person  as  he  may  in  writing  designate.  The  residue  of  said  bonds 
amounting  to  Five  Hundred  Thousand  Dollars  ($500,000)  shall  be  issued 
from  time  to  time  after  the  hydraulic  plant  and  electric  generating  system 
of  this  Company  now  in  process  of  construction  shall  be  in  operation  and 
the   main    pole    line    from   the   Company's   power    station    (and    extending 

thence  to  the  vicinity  and  within  one  mile  of  the  City  of    ), 

shall  have  been  completed,  and  the  cost  of  such  hydraulic  plant,  electric 
generating  system  and  pole  line  have  been  fully  paid,  for  the  purpose  of 
assisting  to  pay  the  cost  of  replacements,  extensions,  enlargements  and 
betterments  to  the  Company 's  systems,  and  of  purchasing  and  constructing 
and  developing  additional  and  auxiliary  properties,  but  in  no  event  in  an 
amount  in  excess  of  eighty  (80)  per  centum  of  the  actual  cost  in  place  of 
such  replacements,  extensions,  enlargements  and  betterments,  or  of  such 
development,  or  of  such  purchases. 

"Fourth.  That  the  President  of  this  Company  is  hereby  authorized  to 
sell  or  pledge  said  bonds  for  the  purpose  of  raising  money  to  be  used  in 
paying  the  indebtedness  of  this  Company  or  of  assisting  to  pay  the  cost  of 
replacements,  extensions,  enlargements  or  betterments  to  the  Company's 
systems;  or  of  purchasing  and  constructing  and  developing  additional  and 
auxiliary  properties,  and  for  its  general  uses,  and  such  sale  or  pledge  of 
said  bonds  shall  be  binding  upon  this  Company. 

"Fifth.  That  the  President  and  Secretary  of  this  Company  be  and  they 
are  hereby  authorized,  empowered,  and  directed  to  have  duly  prepared  and 

duly  executed  by  them  and  delivered  to  the  said  The   Trust 

and  Savings  Bank,  one  of  said  Trustees,  two  thousand  five  hundred  first 


BOND  ISSUES.  1:^51 

mortgage  bou<ls  of  the  denomination  of  One  Thousand  Dollars  each,  num- 
bered consecutively  from  1  to  2,500,  both  numbers  inclusive,  bearing  in- 
terest from  the  date  thereof  at  the  rate  of  five  (5)  per  centum  per  annum, 
payable  semi-annually.  Said  bonds  shall  stipulate  that  no  recourse  for  the 
payincnt  of  the  principal  or  any   interest  thereon  shall  be  had  against  any 

stockholder  or  director  of    Power  Company  Vjy  virtue  of 

any  statute  or  constitution  or  by  the  enforcement  of  any  penalty  or  assess- 
ment. The  com[)any  reserves  the  right  to  prepay  an<l  retire  said  bonds,  or 
any  of  them  on  any  interest  day,  at  the  rate  of  five  per  centum  premium 
and  interest  accrued  to  the  date  of  such  redemptiou,  upon  the  notice  and 
conditions  provided  in  said  mortgage  deed  of  trust, 

' '  Each  of  said  bonds  shall  bear  date  the  first  day  of  October  in  the  year 
Nineteen  Hundred  and  Eight,  and  shall  mature  on  the  first  day  of  October, 
in  the  year  Nineteen  Hundred  and  Thirty-eight.  The  payment  of  said 
several  instalments  of  interest  shall  be  evidenced  by  interest  cou^ns  to  the 
proper  number  and  of  the  proper  amount  to  be  attached  to  each  of  said 
bonds.  Said  coui)ons  attached  to  each  bond  shall  be  numbered  from  one  up 
consecutively,  and  all  odd-numbered  coupons  shall  become  due  and  payable 
April  first,  and  all  even-numbered  coupons  shall  become  due  and  payable 
October  first  in  each  and  every  year  until  the  maturity  of  the  bonds  to 
which  same  are  attached.  Each  and  all  of  said  bonds  and  the  interest 
thereon  so  evidenced  by  coupons  shall  be  i>ayable  in  gold  coin  of  tho 
United  States  of  America  of  the  present  standard  of  weight  and  fineness, 

at  the  office  of  The   Trust  and  Savings  Bank.     Each  and  all 

of  said  bonds  shall  be  signed  by  the  said  President  and  attested  by  the  said 
Secretary,  and  the  interest  coupons  thereto  attached  shall  be  signed  by 
the  engraved  fac-simile  signature  of  said  Secretary,  and  said  bonds  shall 

have  the  seal  of  the  said Power  Company  affixed  thereto;  and 

said  bonds  shall  be  substantially  of  the  tenor  and  form  follf  ng  (except 
as  to  number)  : 

"UNITED  STATES  OF  AMERICA 
"STATE   OF   WISCONSIN. 

"No $1,000. 

" POWEK  COMPANY 

"  First  Mortgage  Five  Per  Cent.  Gold  Bond. 2 

' '  Know  All  Men  by  These  Presents,  That Power  Company, 

a  corporation  organized  and  existing  under  the  laws  of  the  State  of  Wis- 
consin, acknowledges  itself  to  owe  and  for  value  received  hereby  promises 
to  pay  to  bearer  One  Thousand  Dollars  on  the  first  day  of  October,  1938, 
with  interest  thereon  from  tho  date  hereof  at  the  rate  of  five  per  centum 
per  annum,  payable  semi-annually  on  the  first  day  of  April  and  of  October 
in  each  year  on  presentation  and  surrender  of  the  annexed  interest  coupons 
as  they  severally  become  due. 

' '  Both  principal  and  interest  of  this  bond  are  hereby  made  payable  in 
gold  coin  of  the  United  States  of  the  present  standard  of  weight  and  fineness 

at  The Trust  and  Savings  Bank  in  the  City  of , 

State  of  

"This  bond  is  one  of  a  series  of  two  thousand  five  hundred  bonds  num- 
bered from   1  to  2,500,  both  numbers  inclusive,   of  like  date,  denomination 

2 — See  as  to  the  illegality  of  describing  bonds  as  first  mortgage  bonds 
when  there  are  underlying  mortgages  on  all  or  a  part  of  the  corporate  prop- 
erty, Cook  on  Corporations,  §  765. 


1252    CORPORATION  FORMS  AND  PRECEDENTS. 

and  tenor  aggregating  the  principal  sum  of  Two  Million  Five  Hundred 
Thousand  Dollars;  all  of  which  bonds  are  equally  secured  by  a  duly  recorded 
first  mortgage  or  deed  of  trust  upon  all  of  the  property  and  franchises  of 

Power  Company  now  owned  or  hereafter  acquired  to  The 

Trust  and  Savings  Bank  and   ,  of  the  City  of 

,  State  of  ,  Trustees,  which  said  bonds  are  is- 
sued and  to  be  issued  in  the  amounts  and  upon  the  conditions  specified  in 
said  mortgage  or  deed  of  trust. 

"This  bond  shall  not  become  valid  until  authenticated  by  the  signature  of 

The    Trust  and  Savings  Bank,  one  of  the  Trustees,  to  the 

certificate  endorsed  hereon. 

' '  This  bond  is  redeemable  at  the  option  of Power  Company 

on  any  interest  day  in  the  manner  and  upon  the  conditions  prescribed  in 
said  mortgage  or  deed  of  trust. 

"No  recourse  shall  be  had  for  the  payment  of  the  principal  or  the  interest 
of  this  bond  against  any  stockholder  or  director  of  the  Company  by  virtue 
of  any  statute  or  constitution  or  by  the  enforcement  of  any  penalty  or 
assessment,  any  and  all  liability  of  such  stockholder  or  director  being  here- 
by released. 

' '  In  Testimony  Whereof  The  Board  of  Directors  of   

Power  Company  has  caused  this  bond  to  be  signed  by  its  President,  attested 
by  its  Secretary,  and  its  corporate  seal  to  be  hereto  affixed,  and  the  an- 
nexed interest  coupons  to  be  executed  by  the  engraved  fac-siniile  signature 
of  its  Secretary,  this  first  day  of  October,  1908. 

" Power  Company, 

"Attest:         •  "By   

" "President. 

' '  Secretary. 

"Attached  to  each  of  said  bonds  shall  be  interest  coupons  duly  authen- 
ticated by  the  fac-simile  signature  of  the  Secretary  of  said   

Power  Company,  and  payable  to  bearer,  for  the  respective  sums  of  interest 
to  become  due  as  therein  mentioned,  which  shall  be  of  substantially  the  fol- 
lowing form,  except  as  to  numbers,  and  dates  of  maturity: 

"  (Form  of  Coupon.) 
"No $25.00. 

"  On  the  first  day  of  J    ^J'r ,       I    19 ,    Power    Com- 

•'         )   October  ( 

pany  promises  to  pay  to  bearer   Twenty-five  Dollars,  in  gold  coin   of  the 

United    States   of   the   present    standard   at    The    Trust    and 

Savings  Bank  in   ,   ,  for  semi-annual  interest  due 

that  day  on  its  First  Mortgage  Five  Per  Cent.  Gold  Bond  dated  October  1, 

1908,   No 


' '  Secretary. 
"Each  of  said  bonds  shall  have  endorsed  upon  it  the  following  certificate 

of  The   Trust  and  Savings  Bank,  one  of  said  Trustees: 

"(Trustee's  Certificate.) 
"This  certifies  that  the  within  bond  is  one  of  the  bonds  described  in  the 
within  mentioned  Mortgage  or  Deed  of  Trust. 

< '  THE TRUST  AND  SAVINGS  BANK,  Trustee. 

<  < Secretary. 


BOND  ISSUES.  1253 

"Sixth.  That  in  addition  to  the  payment  of  interest  on  said  bonds  a  sink- 
ing fund,  to  be  in  charge  of  The    Trust  and  Savings  Bank, 

one  of  the  Trustees  under  the  deed  of  trust  securing  said  bonds,  shall  be 
created  and  established  lor  the  purpose  of  assisting  to  provide  for  the  re- 
demption and  retirement  of  said  bonds  at  or  in  advance  of  their  maturity; 
and  that  on  the  20th  day  of  July,  1914,  and  on  the  20th  day  of  each  July 
thereafter  until  and  including  the  20th  day  of  July,   1923,  there  shall  be 

paid  over  to  The   Trust  and  Savings  Bank,  Trustee,  in  cash 

moneys  a  sum  which  shall  be  equal  to  one  per  centum  of  all  of  the  bonds 
of  the  Company  hereby  authorized  which  are  outstanding  when  said  install- 
ments of  sinking  fund  become  payable,  respectively.  Similarly  on  the  20th 
day  of  July,  1924,  and  on  the  2Uth  day  of  each  July  thereafter  until  and 
including  the  20th  day  of  July,  1937,  there  shall  be  paid  over  to  said  The 

Trust   and   Savings   Bank,   Trustee,   in   cash   moneys   a   sum 

which  shall  be  equal  to  one  and  one-half  per  centum  on  all  the  bonds  of 
the  Company  hereby  authorized  which  are  outstanding  when  said  instal- 
ments of  sinking  fund  become  payable  respectively. 

"The  several  sums  so  paid  over  to  said  The Trust  and  Sav- 
ings Bank,  Trustee,  shall  be  applied  by  it  to  the  redemption  and  retirement 
of  the  princijial  of  said  bonds,  but  in  no  case  at  a  rate  exceeding  five  per 
centum   premium   and   accrued   interest;    and  such  of  said  moneys  as   The 

Trust  and  Savings  Bank,   Trustee,  shall  not  be  able  to  use 

in  redeeming  said  bonds  at  such  price  shall  be  invested  by  said  Trustee  for 
the  benefit  of  sinking  fund;  but  no  investment  shall  be  made  by  said 
Trustee  except  upon  the  approval  first  obtained  of  this  Company. 

"And  the  Company  at  all  times  reserves  the  right  to  make  payments  of 
all  or  any  part  of  said  several  installments  of  sinking  fund  hereby  estab- 
lished in  bonds  of  the  Company  in  lieu  of  cash  moneys.  Any  bonds  sur- 
rendered to  the  Trustee  for  the  account  of  sinking  fund  shall  have  all  un- 
matured coupons  thereunto  attached  and  shall  be  credited  to  the  account 
of  sinking  fund  at  the  rate  of  one  hundred  and  five  per  centum  of  the  face 
thereof,  and  shall  thereupon  together  with  all  interest  coupons  thereunto 
attached,  forthwith  be  cancelled  by  the  said  Trustee," 

And,  "Whereas,  the  President  and  Secretary  of  the  Company  have  this 
day,  in  accordance  with  the  resolutions  passed  as  aforesaid  by  the  Board 
of  Directors,  executed  bonds  in  form  and  amount  and  maturing  as  therein 
directed;'' 

Now,  Therefore,  the  party  of  the  first  part,  in  consideration  of  the  prem- 
ises and  of  the  sum  of  one  dollar  paid  by  the  said  parties  of  the  second 
part,  the  receipt  whereof  is  hereby  acknowledged,  and  in  order  to  secure 
due  and  punctual  pro  rata  payment  of  said  several  bonds  and  the  interest 
thereon,  has  given,  granted,  bargained,  sold,  transferred,  mortgaged,  war- 
ranted and  conveyed,  and  by  these  presents  does  give,  grant,  bargain,  sell, 
transfer,  mortgage,  warrant  and  convey  unto  the  parties  of  the  second 
part.  Trustees,  as  herein  provided,  and  its,  his  and  their  successors  in  trust, 
with  full  power  of  succession  to  and  enjoyment  of  the  rights,  privileges, 
patents  and  franchises  of  the  party  of  the  first  part,  all  the  following  de- 

3 — See  as  to  form  and  execution  of  bonds,  Cook  on  Corporations  §  765; 
Clark  &  M.,  Corp.,  §  183b.  *^  .  '  ' 


1254     CORPORATION  FORMS  AND  PRECEDENTS. 

scribed  property  situate,  lying  and  being  in  the  Counties  of , 

and  of and,  of ,  in  the  State  of  Wisconsin,  to-wit : 

(Describe   property   in    detail.) 

And  also  all  the  structures,  buildings,  stacks,  elevators,  trams,  and  power 
stations  and  their  contents  and  equipment; 

And  also  all  the  dams,  weirs,  canals,  races,  gates,  pipes,  conduits,  sluices, 
embankments,  controlling  devices,  spillways,  waters,  water  power,  water 
rights,  dam  rights,  flowage  rights,  hydraulic  machinery,  wheels  and  pen- 
stocks, and  also  all  steam  plants,  engines,  boilers,  dynamos,  generators, 
boilers,  switch-boards,  wires,  cables,  poles,  transformers,  meters,  shafting, 
belting,  ropes,  pulleys,  conveyors,  service  connections,  and  other  appliances 
for  the  generation  and  distribution  of  electrical  current  for  all  purposes; 
and  also  all  the  corporate  and  municipal  rights,  privileges,  immunities  and 
franchises  of  the  Company,  acquired  under  any  present  law  of  the  United 
States  of  America,  or  of  the  State  of  Wisconsin,  or  which  may  hereafter  be 
acquired  under  any  law  of  the  State  of  Wisconsin,  and  all  the  rights  and 
equities  accrued  or  to  accrue  thereunder  or  otherwise;  and  all  and  singular 
the  contracts  of  the  said  party  of  the  first  part  and  all  and  singular  the 
good-will  of  its  business;  together  with  all  the  rights,  privileges,  immunities 
and  licenses  of  the  Company,  over,  in,  upon,  along,  under,  through,  or  across 
the  roads,  streets,  alleys,  bridges,  streams,  or  water  and  public  places  of  the 
State  of  Wisconsin,  and  of  any  political  subdivision  in  which  the  property 
of  the  Company  or  any  part  thereof  may  be  situate  or  in  which  the  Com- 
J)any  may  be  entitled  to  operate;  and  all  the  other  personal  or  real  property, 
of  every  name  and  description,  now  owned  or  hereafter  to  be  acquired  by 
the  Company,  together  with  all  and  singular  the  tenements,  hereditaments, 
and  appurtenances  thereunto  belonging  or  in  anywise  appertaining,  and  all 
the  reversion  and  reversions,  remainder  and  remainders,  rents,  issues,  tolls, 
incomes  and  profits  of  the  said  mortgagor,  or  arising  from  its  said  business 
or  property,  and  all  estate,  right,  title,  interest,  property,  claims  and  de- 
mands whatsoever,  as  well  in  law,  as  in  equity,  in  and  to  said  premises, 
appurtenances,  property,  goods,  chattels  and  franchises,  and  every  part 
and  parcel  thereof;  and  also  all  and  singular  the  property  of  the  Com- 
pany of  every  name,  nature  or  description,  wheresoever  situate  and  when- 
soever acquired:  4 

To  have  and  to  hold  the  above  mentioned  property,  premises,  rights,  fran- 
chises, easements,  privileges,  immunities,  appurtenances,  business  and  good 
will  hereby  conveyed,  assigned,  or  intended  to  be  conveyed  or  assigned,  and 
the  tolls,  incomes,  revenues,  rents,  issues  and  profits  thereof,  unto  and  to 
the  use  of  the  said  parties  of  the  second  part  as  Trustees,  and  to  its,  his  or 
their  successors  in  trust,  according  to  the  nature,  tenor  and  quality  thereof, 
respectively,  upon  and  for  the  trusts,  intents  and  purposes  hereinafter 
expressed  of  and  concerning  the  same,  for  the  equal  iiro  rata  benefit  and 
security  of  the  holders  of  any  of  the  aforesaid  bonds  that  shall  be  issued 
hereunder,  at  whatever  date  the  same  may  be  so  issued,  and  without  any 
preference,  priority  or  distinction  of  one  bond  over  another. 

Article  I,  So  long  as  no  default  shall  be  made  in  the  payment  of  the 
principal   or  the  interest   of   the  said  bonds  according  to   their  tenor  and 

4 — See  generally  as  to  the  granting  clause  of  a  corporate  mortgage,  Cook 
on  Corporations,  §  795. 


BOND  ISi^T'ES  1255 

effect,  and  so  long  as  the  conditionH  of  this  deed  sball  be  performed,  the 
Company,  its  successors  or  assigns,  shall  be  permitted  to  retain  possession 
and  control  of  said  mortgaged  property,  and  of  its  income  and  profits, 
except  as  hereinafter  jtrovided;  but  the  Company  agrees  to  pay  all  taxes, 
assessments  and  levies  upon  the  property  and  franchises  hereby  conveyed, 
and  intended  to  be  conveyed,  the  lien  whereof  might  be  lield  superior  to  the 
lien  of  these  presents,  so  that  the  jiriority  of  these  presents  shall  at  all 
times  be  duly  maintained  and  preserved,  and  to  take  care  of  and  to  i)reserve 
the  said  property,  and  to  do,  on  demand  of  the  Trustees  or  its,  his  or 
their  successors,  all  acts  necessary  or  proper  to  keep  valid  the  lien  hereby 
created  and  intended  to  be  created,  and  at  any  future  time,  and  as  often  ■ 
as  it  may  be  necessary,  to  execute  on  demand  of  the  said  Trustees  or  its, 
his  or  their  successors,  all  sudi  other  assurances,  deeds,  bills  of  sale,  assign- 
ments, mortgages  and  other  instruments  of  writing  in  due  form  and  effect, 
as  may  be  proper  to  the  better  carrying  out  of  the  true  intent  and  meaning 
of  these  presents  and  especially,  and  at  its  own  cost,  to  do  all  things  that 
may  reasonably  be  required  by  the  said  Trustees,  or  its,  his,  or  their  suc- 
cessors, to  keep  valid  the  lien  hereby  intended  to  be  created  on  after-acquired 
property.s 

The  Company  hereby  consents  and  covenants  that  the  interest  in  the  real 
and  personal  estate  of  the  Company  created  by  this  mortgage,  and  also  the 
interest  retained  therein  by  it  as  mortgagor,  shall  be  assessed  and  taxed 
together,  without  separate  valuation,  against  the  Company,  pursuant  to 
the  statute  of  the  State  of  Wisconsin  in  that  beluilf. 

Article  11.  And  the  Company  hereby  covenants  and  agrees  that  having 
possession  as  aforesaid,  it  will  diligently  preserve  the  rights  and  franchises 
now  or  hereafter  granted  to  or  conferred  upon  it  by  the  laws  or  ordinances 
of  the  State  of  Wisconsin,  or  of  any  state,  city,  town,  district  or  municipality 
wherein  its  property  is  or  shall  be  situated,  and  that  it  will,  at  all  times,  keep 
and  maintain  its  property  in  thorough  repair,  working  order,  and  condition, 
and  fully  supplied  with  attendance  and  equipment,  and  that  it  will  from  time 
to  time  make  all  needed  and  proper  repairs  and  replacements,  so  that  the 
business  of  the  said  party  of  the  first  part  shall,  at  all  times,  be  properly 
conducted. 

The  Company  certifies  and  covenants  that  prior  to  the  execution  of 
this  instrument,  and  prior  to  the  issuance  and  delivery  of  any  of  the 
bonds  hereby  secured  a  certificate  was  filed  by  the  Company  with  Rail- 
road Commission  of  Wisconsin,  properly  signed  and  verified,  setting  forth 
(1)  the  amount  and  character  of  bonds  hereby  to  be  secured;  (2)  the 
purposes  (as  herein  recited)  for  which  said  bonds  were  to  be  issued; 
(3)  the  terms  upon  which  they  were  to  be  issued;  and  (4)  the  total 
assets  and  liabilities  of  the  Company;  and  that  thereupon  Eailroad  Com- 
mission of  Wisconsin  duly  issued  to  the  Company  its  certificate  as  pro- 
vided by  law;  which  said  certificate  was  prior  to  the  execution  of  this 
instrument  and  prior  to  the  issuance  of  any  of  the  bonds  hereby  secured 
recorded  upon  the  books  of  the  Company;  and  that  no  bonds  have  been 
issued  and  that  no  bonds  will  be  issued  hereunder  except  in  the  amount, 
of  the  character,  for  the  purposes  and  upon  the  terms  specified  in  such 
certificate  of  Eailroad  Commission  of  Wisconsin. 

5 — See  for  provision  that  the  mortgagor  may  retain -possession  until  de- 
fault, Cook  on  Corporations,  §  796, 


1256     CORPORATION  FORMS  AND  PRECEDENTS. 

Article  III.  The  Company  shall  and  will  at  all  times  hereafter  until 
the  said  principal  sum  of  money  and  interest  due  thereon  shall  be  fully 
paid,  keep  all  its  buildings,  and  all  its  other  property  that  is  usually 
insured  by  like  companies,  fully  insured  to  the  full  insurable  value  thereof, 
against  loss  or  damage  by  fire,  in  some  good  and  responsible  insurance 
company  or  companies,  and  cause  such  insurance  to  be  made  payable  in 

case   of  loss  to   The    Trust   and   Savings  Bank,   one   of   the 

Trustees,  by  proper  stipulation  inserted  in  the  policies,  and  deliver  to 
said  Trustee  such  policies  of  insurance  and  all  the  renewal  certificates 
and  policies  therefor  as  soon  as  and  whenever  such  insurance  is  effected ; 
and  in  default  of  so  doing  said  Trustee  or  the  legal  holder  or  holders  of 
said  bonds,  or  any  of  them,  may,  at  its  or  their  option,  effect  such  insur- 
ance in  the  name  of  said  Trustee,  and  all  moneys  paid  by  the  said 
Trustee,  or  by  the  holder  or  holders  of  said  bonds,  or  by  any  of  them, 
together  with  interest  thereon  at  the  highest  rate  allowed  by  law,  shall 
be  repaid  by  the  Company  upon  demand,  and  shall  become  so  much  addi- 
tional indebtedness  secured  by  this  trust  deed  and  to  be  paid  out  of  the 
proceeds  of  any  sale  of  the  said  property,  if  not  otherwise  paid  by  said 
party  of  the  first  part.e  In  case  of  loss,  said  Trustee  shall  allow  the 
insurance  money  received  on  any  policy  of  insurance  procured  by  the 
Company  to  be  applied  by  the  Company  toward  the  replacement  of  or 
additions  to  the  property  destroyed  or  injured,  if  the  Company  shall  in 
writing  so  request ;  and  said  Trustee  shall,  upon  request,  pay  over  to 
the  Company  for  that  purpose,  on  receipt  of  proper  vouchers  showing 
that  said  property  has  been  replaced  by  new  or  additional  property, 
costing  as  much  as  the  amount  of  money  so  paid  over,  any  or  all  of 
such  insurance  received  on  policies  procured  by  the  said  Company;  but 
if  the  Company  shall  not  within  one  hundred  twenty  (120)  days  from 
the  time  of  such  loss  request  said  trustee  in  writing  so  to  apply  such 
insurance  then  the  same  shall  be  paid  into  sinking  fund  and  shall  be 
used  so  far  as  it  will  go  to  pay  bonds  of  the  Company  called  for 
payment  under  the  provisions  of  Article  VII  of  this  instrument.  In 
case  of  any  loss  covered  by  any  policy  of  insurance,  any  appraisement 
or  adjustment  of  such  loss  and  settlement  and  payment  of  indemnity 
therefor  which  may  be  agreed  upon  between  the  Company  and  any  insur- 
ance company  may  be  consented  to  and  accepted  by  said  Trustee,  and 
said  Trustee  shall  be  in  no  way  liable  or  responsible  for  the  collection 
of  any  insurance  in  case  of  any  loss. 

Article  IV.  The  Company  agrees  at  all  times,  on  request,  to  furnish 
the  Trustees  a  schedule  showing  with  reasonable  details  the  items  of  the 
estate,  property,  and  things  covered  by  the  lien  hereof,  or  intended  so 
to  be,  and  the  Trustees  shall  have  full  power,  in  its,  his  or  their  discre- 
tion, upon  the  written  request  of  the  Company,  to  convey,  by  way  of 
release  or  otherwise,  to  the  parties  designated  by  the  Company  any  personal 
property  which,  in  its  judgment,  it  has  become  inexpedient  to  use  for 
the  purposes  of  the  Company's  business,  when  in  the  Trustees'  judgment 
other  property  of  equal  value  is  substituted  therefor  and  subjected  to  the 
lien  hereof,  so  that  such  release  or  conveyance  shall  not  injure  the  secur- 
ity or  rights  of  the  bondholders ;  or  the  proceeds  of  such  sale  may,  on  the 

6 — See  for  provisions  relative  to  taxes,  insurance,  liens,  and  maintenance, 
Cook  on  Corporations,  §  799. 


BOND  ISSUES.  1257 

request  of  the  Company,  be  retained  by  The  Trust  and  Sav- 
ings Bank,  one  of  the  Trustees  for  the  account  of  sinking  fund,  and 
with  the  accumulations  thereof  be  applied  to  the  payment  of  bonds  of 
the  Company  secured  hereby  and  by  their  terms  next  maturing.  And 
until  default  as  aforesaid  the  Company  may  sell,  exchange,  or  otherwise 
disjjose  of  such  materials  or  other  movable  property  as  may  have  become 
old,  worn  out,  u.sed  up,  or  undesirable;  Provided,  it  renews  the  same 
or  substitutes  therefor  other  property  which,  in  the  ju<lgment  of  the 
Trustees,  is  of  equal  or  greater  value;  the  Trustees'  assent  to  such 
sale  or  exchange  or  other  disposition  to  be  expressed  in  writing  prior 
thereto;  and  all  said  renewals  or  new  materials  and  property  to  be  covered 
by  and  subject  to  this  niortgage.7 

And  Whereas,  the  Company  has  heretofore  acquired,  and  may  hereafter 

acquire   lands   bor.lering    upon    or    near    to   the    River    for    the 

j)urpose  of  acquiring  or  protecting  flowage  rights  necessary  for  the  con- 
struction and  operation  of  its  hydraulic  system,  it  is  further  expressly 
covenanted  and  agreed  that  the  Company  may  make  leases  for  terms  not 
exceeding  five  (5)  years  of  any  of  such  lands  that  are  not  indispensable 
to  said  hydraulic  plant  and  distributing  system,  and  until  default  in  the 
performance  of  some  stipulation  of  this  instrument  or  of  the  bonds  hereby 
secured,  may  itself  receive  the  rentals  in  such  lease  or  leases,  precisely 
as  if  this  instrument  had  not  been  made;  and  also  that  the  Comiiany, 
until  default  shall  be  made  in  the  performance  of  some  stipulation  of 
this  instrument  or  of  the  bonds  hereby  secured,  may  bargain,  sell  and 
convey  upon  terms  satisfactory  to  it  any  part  of  such  real  estate  owned 
by  it  which  is  not  indispensable  to  the  hydraulic  plant  and  distributing 
system  of  the  Company:  Provided,  that  the  purchase  price  of  such  lands 
as   and   when   the   same   is   paid   shall   be   paid   by   the   purchaser   to   The 

Trust   and    Savings    Banks,   one   of   the   Trustees    and    such 

moneys  so  paiil  shall  be  turned  into  sinking  fund  and  shall  be  applied 
by  the  said  Trustee  to  the  payment  of  the  bonds  of  the  Company  hereby 
secured,  pursuant  to  the  provisions  of  Article  VII  of  this  instrument. 
The  Trustees  shall  upon  payment  being  made  as  last  above  provided 
release  the  lien  of  this  instrument  as  to  the  property  so  sold  and  con- 
veyed upon  being  paid  a  reasonable  compensation  for  their  services  in 
that  behalf;  and  the  Trustees  are  hereby  authorized  to  make  releases 
of  this  instrument  as  to  any  parcel  or  parcels  of  land  when  the  Company 
shall  previously  have  conveyed  the  same  and  when  the  consideration 
named   upon  the   face   of   the   deed   thereof  shall   have   been   paid   to   Tho 

Trust  and  Savings  Bank,  Trustee,  as  hereinbefore  provided 

and  the  Trustees  shall  be  under  no  obligation  to  make  any  other  investi- 
gation or  to  request  any  other  or  further  authorization  than  as  herein 
above  specified. 

Article  V.  All  of  the  bonds  secured  hereby,  amounting  to  the  sum 
of  Two  Million  Five  Hundred  Thousand  Dollars  ($2,500,000),  shall  be 
executed  immediately  upon  the  execution  of  this  instrument,  and  delivered 
to  The   Trust  and   Savings  Bank,  one  of  the  Trustees. 

Bonds  to  the  aggregate  amount  of  Two  Million  Dollars  par  value,  com- 
prising bonds   numbered   from    1    to   2,000,   both   inclusive,    shall   thereupon 

7 — See  for  provision  giving  power  to  sell  old  n'aterial  and  parts  of  the 
property  free  from  the  mortgage,  Cook  on  Corporations,  §  798. 


1258    CORPORATION  FORMS  AND  PRECEDENTS. 

immediately    be    certiliml    aiitl    tlelivoicd    by    The    Trust    and 

Savings  Bank,  Trustee,  to  the  Trcsident  of  the  Company,  or  to  such 
person  as  he  may  in  writing  designate.  The  residue  of  said  bonds,  aggre- 
gating the  principal  sum  of  Five  Hundred  Thousand  Dollars  ($500,000) 
shall  be  issued  from  time  to  time  thereafter  (but  not  until  after  the 
hydraulic  plant  and  electric  generating  system  of  the  Company  now  in 
process  of  construction  shall  be  in  operation  and  the  main  pole  line  from 
the  Company's  power  station  and   extending  thence  to   the   vicinity    (and 

within  one  mile)   of  the  City  of   shall  have  been  completed 

and  the  cost  of  such  plant  and  electric  generating  system  and  pole  line 
shall  have  been  fully  paid)  for  the  purpose  of  assisting  to  pay  the  cost 
of  replacing,  extending,  enlarging  and  bettering  the  Company's  present 
hydraulic,  electric  and  transmission  plants  and  systems;  of  purchasing 
additional  and  auxiliary  hydraulic,  steam,  electrical  and  transmission 
plants  and  systems;  and  of  constructing  and  developing  additional  and 
auxiliary  hydraulic,  steam,  electrical  and  transmission  plants  and  systems; 
but  such  bonds  shall  only  be  issued  at  the  rate  of  eighty  per  centum  of 
the  actual  cost  in  place  of  such  replacements,  enlargements,  extensions 
and  betterments;  and  also  at  the  rate  of  eighty  per  centum  of  the 
actual  cost  of  all  such  additional  and  auxiliary  properties  -purchased  by 
the  Company;  and  also  at  the  rate  of  eighty  per  centum  of  the  actual 
cost  in  place  of  constructing  and  developing  such  additional  and  auxiliary 
properties.8 

When  any  bonds  are  demanded  on  account  of  the  cost  of  replacements, 
enlargements,  extensions  or  betterments  of  the  Company's  said  systems, 
or  on  account  of  the  purchase  price  of  additional  and  auxiliary  properties 
or  on  account  of  the  cost  of  developing  and  constructing  additional  and 
auxiliary    properties,    as    hereinabove    provided,    then    there    shall    be    filed 

T/ith   The    Trust   and    Savings   Bank,    Trustee,   a    certificate 

that  the  hydraulic  plant   and  electric   generating   system   of  the   Company 

and  the  main  pole  line  to  the  City  of    (all  as  described  in 

the  last  preceding  paragraph)  have  been  completed  and  are  in  operation 
and  that  the  cost  thereof  is  fully  paid,  and  also  a  written  demand  signed 
by  the  President  of  the  Company  and  attested  by  the  Secretary  under 
its  corporate  seal  specifying  (1)  the  amount  of  bonds  which  the  Company 
has  then  earned  under  the  provisions  of  this  article  and  which  are  deliver- 
able to  it;  (2)  the  numbers  of  the  bonds  so  demanded;  (3)  if  such  bonds 
are  demanded  on  account  of  the  cost  of  replacements,  extensions,  enlarge- 
ments and  betterments  of  the  Company's  systems,  or  on  account  of  the 
cost  of  developing  and  constructing  additional  and  auxiliary  properties, 
the  character  and  location  thereof  shall  be  stated  and  the  actual  cost  in 
place  thereof  to  the  Company;  (4)  if  such  bonds  are  demanded  on 
account  of  the  purchase  price  of  additional  and  auxiliary  properties,  the 
character  and  locations  thereof  shall  be  stated  and  the  actual  purchase 
price  paid  by  the  Company,  together  with  an  opinion  of  title  by  counsel 
learned  in  the  law  that  the  title  is  merchantable  and  by  suitable  con- 
veyance is  vested  in  the  Company  free  and  clear  of  liens  and  encum- 
brances.    Before  issuing  any  of  said  bonds  The    Trust   and 

Savings  Bank,  Trustee,  shall  detach  and  cancel  all  coupons  prior  to   and 

8 — See  for  bonds  issued  for  construction  work.  Cook  on  Corporations,  §  7d6. 


BOND  ISSUES.  1259 

including  the  coupon  which  niiitiirc.l  next  previous  to  flic  .late  at  which 
Kaid  bonds  are  delivered  by  sai<l  Trustee  upon  the  .ieinand  of  the  Com- 
I-any. 

Should  the  demand  of  the  Company  be  for  a  less  amount  of  bon<is  than 
at  the  time  of  such  deman<l  has  been  earned  and  is  deliverable  under  the 
jirovisions  of  this  Article,  the  diflference  between  the  amount  of  bonds 
earned  and  the  amount  of  bonds  demanded  shall  be  carried  fonvard  as  a 
credit  to  the  installment  of  bonds  which  shall  next  he  earned  and  become 
deliverable  hereunder  to  the  end  that  installments  of  bonds  may  be  taken 
down  under  the  jjrovisions  of  this  Article  which  shall  be  of  convenient 
and  merchantable  amounts. 

Every  certificate  shall  further  state  whether  the  several  items  of  prop- 
erty therein  specified  are  free  of  mechanics'  liens  and  claims  for  mechanics' 
liens.  If  there  be  any  such  liens  or  claims  outstanding,  there  shall  be 
deducted  from  any  bonds  demanded  and  deliverable  on  account  of  such 
item  or  items  of  property  or  work,  bonds  of  the  face  value  of  the  aggre- 
gate of   such   liens  or   claims,   which  bonds  shall  be  withheld   temporarily 

by  The    Trust   and  Savings  Bank,   Trustee,   until  such   liens 

or  claims  are  discharged  or  defeated.  Thereupon  said  Trustee  shall,  upon 
being  furnished  with  a  certificate  to  that  effect,  signed  by  the  President 
of  the  Company  and  attested  by  its  Secretary  under  its  corporate  seal, 
showing  the  manner  in  which  such  liens  or  claims  have  been  disposed  of, 
deliver  the  said  bonds  so  withheld  to  the  President  of  the  Company  or 
to  such  person  as  he  may  in  writing  designate. 

The  demands  and  certificates  specified  in  this  article  shall  be  conclu- 
sive in  favor  of  The   Trust  and  Savings  Bank,  Trustee,  as  to 

its  authority  to  certify  and  to  issue  said  bonds  as  aforesaid. 

Xo  bond  shall  become  binding  or  obligatory,  or  entitled  to  any  secur- 
ity under  this  mortgage  or  deed  of  trust,  until  it  shall  have  been  authenti- 
cated   by    the    certificate    endorsed    thereon    signed    by    The    

Trust  and  Savings  Bank,  one  of  the  Trustees  hereunder.  All  bonds 
deliverable  hereunder  shall  be  delivered  to  the  President  of  the  Company 
or  to  such  person  as  he  may  in  writing  designate.^ 

Article  VI.  For  the  purpose  of  providing  a  fund  to  assist  in  paying 
the  principal  of  said  bonds  at  or  in  advance  of  their  maturity  a  sinking 

fund  to  be  in  charge  of  The   Trust  and  Savings  Bank,  one  of 

the  Trustees,  is  herel)y  estaldished  and  created.  The  Company  hereby 
covenants  and  agrees  for  itself,  its  successors  and  assigns,  that  on  the  20th 
day  of  July,  1914,  and  on  the  20th  day  of  each  July  thereafter  until  and 

including  the  20th  day  of  July,  1923,  it  will  pay  over  to  said  The 

Trust  and  Savings  Bank,  Trustee,  in  cash  moneys  a  sum  which  shall  be 
equal  to  one  per  centum  of  all  the  bonds  of  the  Company  which  are 
secured  hereby  and  which  are  outstanding  on  the  dates  when  said  several 
installments  of  sinking  fund  become  payable  respectively,  and  that  on 
the  20th  day  of  July,  1924,  and  on  the  20th  day  of  each  July  thereafter 
to   and   including  the   20th   day   of   July,    1937,   it   will   pay   over   to   said 

The    Trust   and    Savings   Bank,   Trustee,   in   cash   moneys   a 

sum  which  shall  be  equal  to  one  and  one-half  per  centum  of  all  the  bonds 
of  the  com{)any  which   are  secured  hereby  and  which   are   outstanding  on 

9 — See  as  to  certification  of  bonds.  Cook  on  Corporations,  §814. 


1260    CORPORATION  FORMS  AND  PRECEDENTS. 

the  dates  ^vhcn  said  several  installments  of  sinking  fund  become  payable  re- 
spectively. 

The  several  sums  as  paid  over  to  the  Company,  together  with  all  accu- 
mulations  thereof,   and   all   other   moneys   belonging   to   the   sinking    fund 

shall  be  applied  by  The    Trust  and   Savings  Bank,  Trustee, 

to  the  redemption  and  retirement  of  the  principal  of  bonds  of  this  issue 
then   outstanding,   but   in    no    case   at  '  a   rate    exceeding   five    per   centum 

premium  and  accrued  interest,  and  such  of  said  money  as  said  The 

Trust  and  Savings  Bank,  Trustee,  shall  not  bo  able  to  use  in  redeeming 
said  bonds  at  such  price  shall  be  invested  by  said  Trustee  for  the  benefit 

of   sinking   fund;    but    no   investment   shall   be    made   by   The    

Trust  and  Savings  Bank,  Trustee,  excej)t  upon  the  approval  first  obtained 
of  this  Company. 

Whenever  the  moneys  in  sinking  fund  shall  suffice  to  pay  the  principal 
and   the  specified   premium    on   one  or   more   of  said  bonds   it  shall   lie   the 

duty   of  said   The    Trust   and   Savings   Bank,   Trustee,   in    the 

manner  prescribed  in  Article  VII  of  this  instrument,  to  call  in  and  to 
pay  and  to  retire  as  many  bonds  of  the  Company  as  the  sinking  fund 
then  in  its  hands  will   thereunto  suffice. 

But  the  Company  reserves  the  right  to  pay  all  or  any  part  of  any 
installment  of  sinking  fund  with  its  bonds  hereby  secured  at  the  rate  of 
one  hundred  and  five  per  centum  of  the  face  of  the  principal  thereof, 
provided  all  unpaid  coupons  belonging  to  such  bonds  are  simultaneously 
surrendered. 10 

Article  YII.  The  Company  hereby  reserves  the  right  to  call  in,  pay 
and  redeem  said  bonds  or  any  of  them  on  any  interest  day,  by  paying 
the  principal  of  said  bonds  so  called  for  payment  together  with  a  pre- 
mium thereon  of  five  per  centum  and  also  all  interest  accrued  to  the  date 
of  such  redemption. 

But  notice  shall  ])e  given  by  The   Trust  and  Savings  Bank, 

one  of  the  Trustees  hereunder,  to  the  holder  or  holders  of  the  bond  or 
bonds,  so  called  for  payment,  by  advertisement  published  for  at  least 
five  consecutive  days  in  one  or  more  daily  secular  newspapers  of  general 

circulation  published  in  the  City  of ,  the  first  publication  of  the 

notice  in  each  case  to  be  at  least  sixty  days  before  the  time  fixed  for 
such  redemption,  which  notice  shall  state  the  date  on  which  the  Company 
Mill  be  prepared  to  redeem  said  bonds,  and  the  numbers  of  the  bonds  so 
called  for  redemption.  And  ujion  and  after  the  date  given  in  said  notice 
all  interest  on  the  bonds  so  called  shall  cease;  but  all  such  calls  for  redemp- 
tion shall  be  made  through  The Trust  and  Savings  Bank,  one 

of  the  Trustees,  and  in  the  event  that  any  amount  of  bonds  less  than  the 
amount  then  outstanding  shall  be  called  for  payment,  the  numbers  of  the 
bonds  to  be  redeemed  shall  be  determined  by  said  Trustee  by  the  casting 
of  lots.  It  is  further  expressly  understood  and  agreed  that  if  after  any 
bond  has  been  called  for  payment  in  accordance  with  the  foregoing  pro- 
visions, and  the  same  shall  not  be  presented  to  said  The Trust 

and  Savings  Bank,  Trustee,  for  redemption  on  or  before  the  day  fixed 
therefor  in  the  published  notice,  the  Company  may  deposit  with  said 
Trustee  to  the  credit  of  such  bond,  designating  it  liy  the  number  thereof, 

10 — See  for  payment  of  bond.s.  Cook  on  Corporations,  §  765. 


BOND  ISSUES.  12G1 

a  sum  equal  in  value  to  the  principal  thereof,  and  in  aildition  the  premium 
of  five  per  centum  above  specified,  together  with  a  sum  equal  to  the  interest 
accrued  on  such  bond  to  the  date  fixe<l  for  the  redemption  thereof  as  afore- 
said, which  deposit  shall  be  full  payment  of  Such  bond  and  the  coupons 
belon{i;ing  thereto  as  between  the  Comjiany  and  the  holder  thereof.  Said 
deposit  to  the   credit   of  any  bond   of  this  issue  so   in  the   hands  of  The 

Trust   and    Savings   Bank,   Trustee,   shall   draw   no    interest. 

Thereupon  and  thereafter  such  bond  and  the  coupons  thereunto  belonging 
shall  bo  excluded  from  participation  in  the  lien  and  security  afforded  by 
these  presents,  and.  the  holder  shall  look  for  the  payment  of  such  bond  or 
bonds,    and    the   interest   and   the   premium    thereon,    only   to   the   sums   so 

deposited   in   the   hands   of   The    Trust   and   Savings  Bank, 

Trustee,  and  in  no  event  to  the  Company ;  but  said  sum  so  deposited  shall 
be  held  by  said  Trustee  to  the  credit  of  and  for  the  payment  of  said  bond 
and  shall  be  paid  by  said  Trustee  to  the  holder  thereof  upon  presentation 
and  delivery  of  such  bond,  together  with  all  outstanding  coupons  thereunto 

belonging.     The   Trust  and  Savings  Bank,  one  of  the  Trustees 

as  aforesaid,  shall  be  under  no  obligation  to  call  any  bonds  for  payment  or 
to  publish  notice  thereof,  unless  sixty-five  days  before  the  date  designated 
for  such  redemption  it  shall  have  received  from  the  Company  either  cash 
moneys  out  of  which  such  redemption  shall  be  made,  or  such  assurance  as  it 
may  require  that  the  moneys  necessary  to  redeem  the  bonds  so  called  will  be 
available  and  in  its  hands  on  the  date  designated  for  such  redemption,  and 
also  cash  moneys  sufficient  in  amount  to  pay  the  costs  of  such  advertising; 

and  The Trust  and  Savings  Bank,  Trustee,  as  aforesaid,  shall 

not  be  obligated  to  the  redemption  of  any  bond  or  bonds  under  this  article, 
unless  the  funds  in  its  hands  for  that  purpose  shall  thereto  suffice. 

Article  VIII.     The  Company  shall  have  the  right   (upon  depositing  with 

The   Trust  and  Savings  Bank  the  necessary  costs  thereof)   to 

cause  The   Trust  and  Savings  Bank,  one  of  the  Trustees,  to 

invite  offerings  of  bonds  for  the  purpose  of  cancelling  and  retiring  them, 
or  for  the  purpose  of  purchasing  them  for  sinking  fund  payment,  on  any 
interest  day  by  the  giving  of  a  notice  for  the  length  of  time  and  in  the 
manner  hereinbefore  provided  for  the  giving  of  notice  of  the  calling  of  bonds 
for  payment  and  cancellation.  From  bonds  which  may  be  offered  under 
such  notice,  said  Trustee  shall  select  the  number  of  bonds  which  the  Company 
then  proposes  to  buy  and  retire,  beginning  with  those  offered  at  the  lowest 
price.    Said  Trustee  may  decline  any  or  all  offerings.    Any  bondholder  at  any 

time  shall  have  the  privilege  of  leaving  with  The   Trust  and 

Savings  Bank,  Trustee,  an  address  to  which  notice  shall  be  sent  of  the 
intention  of  the  Company  to  purchase  for  cancellation  and  retirement  any 
of  the  bonds  secured  hereunder,  as  provided  in  this  article;  or  of  the 
calling  for  payment  of  bonds  under  the  last  preceding  article. 

Any  bond  purchased  hereunder,  provided  all  of  the  unmatured  coupons 
are  attached  thereto,  may  be  applied  by  the  Company  to  the  payment  of  any 
installment  of  sinking  fund  at  the  rate  of  one  hundred  and  five  per  centum 
of  the  face  thereof;  that  is  to  say  one  One  Thousand  Dollar  bond  of  the 
Company  of  the  issue  hereby  secured  purchased  by  the  Company  under  this 
article  or  otherwise  acquired  by  the  Company  may  be  applied  by  the  Company 
on  account   of  the  payment  of  any   installment  of  sinking  fund  and  shall 


1262    CORPORATION  FORMS  AND  PRECEDENTS. 

be  received  by  The    Trust  and  Savings  Bank  for  sinking 

fund  account  at  the  sum  of  One  Thousand  and  Fifty  Dollars. 

The  Company  covenants  that  all  bonds  retired  under  calls  or  under  the 
purchase  provided  for  in  this  mortgage  shall  upon  such  redemption  or 
purchase  forthwith  be  cancelled,  together  with  all  coupons  evidencing  un- 
paid interest  thereon.  The  Company  further  covenants  that  as  the  coupons 
attached  to  the  bonds  secured  hereby  mature  they  shall  be  paid  by  it  and 
cancelled.  It  is  agreed  that  no  purchase  or  sale  of,  or  loan  made  of  or  upon 
said  coupons  on  behalf  of,  at  the  request  of  or  with  the  privity  of  the 
Company,  whether  before  or  after  maturity,  shall  operate  to  keep  the  said 
coupons  alive  or  in  force  as  a  lien  upon  the  mortgaged  premises  as  against 
the  holders,  of  the  bonds  secured  hereby  and  the  coupons  annexed  thereto. 

Article  IX.     Said  bonds  shall  pass  by  delivery  unless  they  shall  have  been 

registered  by  The Trust  and  Savings  Bank,  one  of  the  Trustees, 

in  its  office  in  the  City  of Any  bondholder  shall  have  the  right 

to  cause  any  bond  held  by  him  to  be  so  registered  by  presenting  the  same 
to  said  Trustee,  which  shall  note  upon  the  bond  and  also  upon  a  bond 
register  provided  for  that  purpose  both  the  name  of  such  registered  holder 
and  the  date  of  such  registration.  Subsequent  registrations  shall  be  made 
as  follows:  Upon  presentation  to  said  Trustee  at  its  office  in  the  City  of 
of  any  bond  issued  under  and  secured  hereby  accompanied 
by  the  delivery  of  a  written  instrument  of  transfer  in  form  approved  by  said 
Trustee,  executed  by  the  registered  holder,  such  bond  may  be  transferred 
and  such  transfer  shall  be  noted  by  said  Trustee  both  upon  the  bond 
register  and  upon  the  bond.  The  registered  holder  of  any  such  registered 
bond  shall  also  have  the  right  to  cause  the  same  to  be  registered  as  payable 
to  bearer,  in  which  case  the  transferability  by  delivery  shall  be  restored,  and 
thereafter  the  principal  of  such  bond,  when  due,  shall  be  payable  to  the 
person  presenting  the  bond;  but  any  such  bond  registered  as  payable  to 
bearer  may  again  be  registered  in  the  name  of  the  holder  with  the  same 
effect  as  a  first  registration  thereof.  All  coupons,  however,  shall  be  and 
remain  payable  to  bearer,  and  the  payment  to  the  bearer  thereof  of  any 
such  coupon  shall  discharge  the  Company  from  the  payment  of  the  interest 
thereby  evidenced,  whether  the  bond  from  which  it  is  detached  is  registered 
or  not.ii 

Article  X.  If  default  shall  be  made  by  the  Company  in  the  payment  of 
said  bonds,  or  of  any  of  them,  at  the  time  they  become  due  and  payable, 
and  such  default  shall  continue  for  the  space  of  sixty  days,  or  if  the 
Company  shall  fail  to  pay  any  coupon  according  to  the  tenor  thereof  on 
presentation  of  the  same,  or  if  the  Company  shall  fail  faithfully  to  observe 
any  of  the  requirements  and  stipulations  of  these  presents,  and  such  default 
shall  continue  for  the  space  of  sixty  days,  then,  unless  such  default  shall  be 
waived  by  the  holders  of  a  majority  of  the  bonds  then  outstanding,  the 
said  Trustees  shall,  at  the  request  of  the  holders  of  one-fifth  of  the  bonds 
then  outstanding,  enter  into  and  take  possession  of  the  property,  rights, 
privileges  and  franchises  hereby  conveyed  or  intended  so  to  be,i2  and 
shall  proceed  to  operate  said  hydraulic  and  electric  systems  and  to  collect 

11 Pee  as  to  registration  of  bonds  and  the  effect  thereof,  Cook  on  Cor- 
porations, §  767. 

12 — See  as  to  the  right  of  entry  by  the  trustee  upon  default,  Cook  on  Cor- 
porations, §  800. 


BOND  ISSUES.  1263 

and  receive  the  income  thereof,  and  after  paying  all  outstanding  taxes, 
assessments  and  levies  legally  imposed  by  the  State  of  Wisconsin,  and  the 
Counties  thereof,  and  by  any  state,  county  or  municipality  wherein  such 
systems,  or  any  part  of  them,  may  be  situate,  and  after  paying  all  necessary 
and  proper  operating  expenses,  including  labor  and  materials  and  reasonable 
Trustees'  fees  for  their  service  in  that  behalf,  and  their  attorneys'  and 
counsel  fees,  and  ail  other  disbursements  or  liabilities  by  them  made  or 
incurred,  the  Trustees  shall  use  the  surplus,  if  any  there  sliall  be,  of  the 
revenues  of  the  Company,  as  follows: 

Ist,  In  the  payment  of  all  outstanding  interest  coupons,  [laying  in  full 
those  of  the  lowest  numbers  and  earliest  maturities,  s-o  far  as  said  net 
earnings  will  go,  and  paying  pro  rata  the  coupons  of  any  date  when  there 
is  not  enough  to  pay  them  in  full; 

2nd.  If  any  sum  shall  remain  after  payment  of  interest,  in  the  payment 
of  the  bonds  that  by  the  terms  thereof  and  of  this  mortgage  shall  then 
be  due  and  payable. 

When  all  legal  taxes,  assessments  and  levies,  and  all  arrears  of  interest, 
and  all  matured  bonds  have  been  paid  it  shall  then  be  the  duty  of  the 
Trustees  to  turn  said  property  back  to  the  Company.  The  privilege  granted 
by  this  paragraph  shall  be  a  continuing  privilege  so  often  as  the  occasion 
arises,  and  shall  not  be  exhausted  by  one  or  more  users  thereof. 

It  shall  not  be  obligatory  upon  the  Trustees  to  take  possession  of  and  to 
operate  said  Indraulic  and  electric  systems  until  the  owners  of  at  least  one- 
fifth  of  the  bonds  then  outstanding  shall  by  their  writing,  duly  signed  by 
them,  request  the  Trustees  so  to  act,  and  shall  deposit  with  the  Trustees 
the  bonds  of  the  Company  so  held  by  them  and  secured  hereby,  and  shall 
further  give  the  Trustees  such  assurance  of  indemnity  for  their  disburse- 
nuMits,  damages  and  fees  as  they  may  reasonably  require. 

Article  XT.  If  the  Company  shall  well  and  faithfully  pay  the  principal 
sum  due  on  said  bonds  as  and  when  the  same  become  payable  according  to 
the  tenor  thereof,  together  with  the  interest  then  accrued  and  due  thereon, 
and  shall  pay  all  the  coupons  attached  to  said  bonds,  and  each  of  them, 
according  to  the  tenor  thereof,  on  the  presentation  and  surrender  of  said 
bonds  and  coupons,  respectively,  and  if  the  Company  shall  well  and  truly 
perform  according  to  the  true  intent  and  meaning  thereof,  all  the  other 
things  required  by  these  presents  to  be  done  by  it,  then  these  presents  shall 
be  void  and  shall  be  released  by  a  suitable  instrument  of  writing  to  be 
executed  by  the  Trustees,i''  who  shall  be  entitled  to  reasonable  compensation 
for  their  services  in  that  behalf;  but  if  default  shall  be  made  by  the 
Company  in  the  payment  of  said  bonds,  or  of  any  of  them,  at  the  time  they 
become  due  and  payable,  or  if  the  Company  shall  fail  to  pay  said  coupons, 
or  any  of  them,  according  to  the  tenor  thereof,  on  the  presentation  of  the 
same,  respectively,  or  if  the  Company  shall  fail  faithfully  to  observe  any 
requirements  made  of  it  by  these  presents,  and  such  default  shall  continue 
for  a  space  of  sixty  (60)  days,  then  the  amount  of  the  principal  of  said 
bonds,  together  with  all  the  accrued  and  unpaid  interest  thereon  (unless 
such  default  shall  be  waived  by  the  holders  of  a  majority  of  the  bonds  then 
outstanding,  as  hereinafter  provided),  shall,  at  the  option  and  request  of  the 
holders  of  one  fifth  (1/5)  of  the  then  outstanding  bonds,  become  immediately 

13 — See  as  to  release  of  corporate  mortgage,  Cook  on  Corporations,  §  811. 


1264    CORPORATION  FORMS  AND  PRECEDENTS. 

due  and  payable.  And  it  shall  be  lawful  for  the  Trustees  to  enter  into  or 
upon  the  premises  and  property  hereby  granted,  or  intended  so  to  be,  and 
to  take  possession  of  the  whole  or  any  part  thereof,  and  to  operate  the 
same,  or  to  sell  and  dispose  of  all  and  singular  the  premises,  property, 
rights,  interest  and  franchises  hereby  conveyed  or  mortgaged,  or  intended 
so  to  be,  or  such  portion  as  the  Trustees  may  deem  necessary,  at  public 

auction,   in  the  County   of    ,   "Wisconsin,  upon  such  terms 

as  to  credit,  partial  credits,  and  security  for  payment  as  they  may  think 
])roper  or  expedient. 

The  Trustees  shall  give  notice  that  this  mortgage  Mill  be  foreclosed  by 
a  sale  of  the  mortgaged  premises  or  some  part  of  them  by  publishing  the 
same  for  six  successive  weeks,  at  least  once  in  each  week,  in  a  newspaper 

printed  in County,  Wisconsin.     A  copy  of  the  notice  shall  be 

served  by  the  sheriif  in  the  manner  of  serving  a  summons  in  a  civil  action 
upon  the  Company,  if  it  shall  be  found  within  said  County,  and  if  the  return 
of  the  sheriff  shall  show  that  the  Company  cannot  be  found,  a  copy  of  such 
notice  shall  be  posted  in  a  conspicuous  place  upon  the  mortgaged  premises 
and  also  served  upon  the  occupant  thereof,  if  any;  and  said  notice  shall 
also  be  served  upon  each  subsequent  grantee  of  record,  and  also  upon  any 
persons,  firms  or  corporations  then  having  liens  upon  said  premises  subse- 
queiiL  to  this  mortgage,  by  virtue  of  a  judgment  or  decree,  duly  docketed, 
and  constituting  a  specific  or  general  lien  upon  said  property  or  any  part 
thereof. 

The  said  notice  shall  be  subscribed  by  the  Trustees  or  by  their  attorneys 
or  agents,  and  shall  specify:  (1)  the  names  of  the  Company  and  of  the 
Trustees;  (2)  the  date  of  this  instrument  and  the  dates  of  the  record 
thereof;  (3)  the  amount  claimed  to  be  due  thereon  at  the  date  of  the 
notice;  (4)  a  description  of  the  mortgaged  premises  substantially  as 
hereinbefore  set  forth  or  as  contained  in  any  supplementary  conveyances  had 
pursuant  to  Article  T  of  this  instrument;  and  (5)  the  time  and  place  of  sale. 
Such  sale  shall  be  at  public  auction  between  the  hour  of  nine  o'clock  in 
the  forenoon  and  the  setting  of  the  sun.  Any  such  sale  may  be  postponed 
from  time  to  time  by  inserting  a  notice  of  such  postponement  as  soon  as  prac- 
ticable in  the  newspaper  in  which  the  original  advertisement  was  published 
and  continuing  such  publication  until  the  time  to  which  the  sale  shall  be 
postponed.  Aijd  at  such  sale  said  premises  may  be  sold  in  their  integrity 
as  a  unit  and  without  appraisement,  and  without  redemption  from  such 
sale.  The  Trustees  are  hereby  further  authorized  and  empowered,  either  in 
their  own  name  or  the  name  of  the  Company,  to  make,  execute,  acknowledge 
and  deliver  to  the  purchaser  or  purchasers  at  such  sale  a  good  and  sutficient 
deed  or  deeds  of  conveyance  of  the  property  so  sold,  and  any  sale  made  as 
aforesaid  shall  be  a  perpetual  bar  both  in  law  and  equity,  against  the 
Company  and  all  persons  claiming  through  or  under  it,  from  claiming  the 
property,  rights,  privileges,  patents  and  franchises  so  sold,  or  any  interest 
therein,  and  for  the  purpose  aforesaid  the  Trustees  and  their  successors  in 
trust  are  hereby  constituted  irrevocably  the  attorneys  of  the  first  party 
herein.  Out  of  the  proceeds  arising  from  such  sale  or  sales,  and  (he  income 
and  profits,  if  any,  the  Trustees  shall  first  defray  the  expenses  thereof, 
together  with  their  just  and  lawful  charges  for  service  and  expenses, 
influding  a  reasonable  allowance  for  attorney  and  counsel  fees,  and  also 
all  advances,   damages   and   expenses  reasonably  made   or   incurred   by  the 


nOXD  TS;ST'K!^.  1263 

Trustpos  in  operating,  maintaining  or  managing  the  property  or  business  of 
the  first  party  while  in  possession,  and  all  payments  made  by  arid  Tru^teo^ 
for  cbtirges  or  liens  of  any  kind  prior  to  the  lien  of  these  presents,  or  for 
taxes,  assessments,  insurance  and  other  proper  charges  upon  said  premises 
and  property,  together  with  interest  thereon. 

The  balance  of  said  proceeds  shall  be  paid  over  ratably  to  and  among 
the  parties  holding  said  bonds  and  coupons,  paying  all  overdue  coujioiis 
first,  so  far  as  may  be  necessary  to  pay  the  amounts  then  due  ujxin  the 
same,  including  the  principal  and  interest,  cojnputed  to  the  time  of  making 
the  payment,  and  if  any  of  said  proceeds  then  remain^  the  remainder  shall 
be  paid  over  to  the  Com[)any  or  its  assigns.  It  is  also  agreed  Lhat  the 
bondholders,  or  any  one  or  more  of  them,  or  any  party  in  their  behalf,  may 
purchase  the  property  at  any  sale  made  as  aforesaid,  and  the  receipt  of  the 
Trustees  shall  be  a  sufficient  discharge  to  the  purchaser  or  purchasers  for 
his  or  their  purchase  money.i* 

Article  XII.  The  foregoing  provision  for  sale  under  the  power  aforesaid 
is  cumulative  with  the  ordinary  remedy  of  foreclosure  by  entry  of  suit  there- 
for, and  the  Trustees  hereunder  may,  upon  default  being  made  as  aforesaid, 
institute  or  carry  out  proceedings  to  foreclose  this  mortgage  or  deed  of  trust 
by  suit  or  otherwise,  in  such  manner  as  may  be  authorized  by  law  for  the 
foreclosure  of  mortgages  on  real  estate,  and  upon  the  filing  of  any  bill  to 
foreclose  this  mortgage  the  Trustees  shall  be  entitled  to  their  fees  and  the 
reasonable  charges  of  their  attorney  and  counsel  in  the  manner  and  to  the 
extent  hereinbefore  provided  in  ease  of  an  entry  or  entry  and  sale. 

And  the  Company  hereby  waives  any  and  all  rights  of  redemption  or  of 
appraisement  now  or  hereafter  provided  by  the  statutes  of  the  State  of 
Wisconsin. 15 

Article  XIII,  Before  proceeding  to  foreclose  this  deed  or  mortgage, 
whether  by  sale  under  said  power  or  otherwise,  the  Trustees  shall  have  the 
right  first  to  exact  from  the  bondholders  reasonable  indemnity  against  all 
loss,  costs,  attorneys'  fees  and  expenses  that  may  be  incurred  by  them  in 
so  doing,ic  and  upon  the  tender  by  the  bondholders,  or  any  of  them,  of  such 
reasonable  indemnity,  whether  previously  requested  by  them  or  not,  and 
upon  the  written  request  of  one-fifth  in  interest  of  all  the  holders  of  all  of 
said  bonds  then  unpaid  or  not  redeemed,  it  shall  be  the  duty  of  the  Trustees, 
upon  said  bonds  being  lodged  with  them,  in  case  of  any  default  continuing 
on  the  part  of  the  first  party,  and  not  waived. as  hereinafter  provided,  to 
foreclose  the  lien  hereby  created  in  such  lawful  manner  as  the  Trustees  may 
deem  best.  It  is  hereby  made  a  covenant  of  this  mortgage  that  upon  the 
filing  of  such  foreclosure  suit,  on  the  application  of  the  Trustees,  the  court 
shall  appoint  a  receiver  of  all  and  singular  the  property  conveyed  by  this 
mortgage  or  intended  so  to  be  as  a  matter  of  right  and  without  notice.i^ 

14 — See  generally  as  to  the  power  of  trustees  to  sell  on  default,  Cook  on 
Corporations,  §§  803,  824. 

In  some  states,  it  is  provided  by  statute  that  no  such  power  of  sale  of 
realty  shall  be  valid,  and  the  mortgage  must  be  foreclosed  by  the  ordinary 
remedy  of  foreclosure  by  entry  of  suit  therefor. 

15 — See  as  to  foreclosure  by  trustees.  Cook  on  Corporations,  §§800, 
820,  821. 

16 — See  as  to  the  right  of  the  trustee  to  demand  indemnity,  Cook  on  Cor- 
porations, §  811. 

17 — See  as  to  the  provision  for  appointment  of  a  receiver  on  default,  Cook 
on  Corporations,  §  802. 


1266    CORPORATION  P^ORMS  AND  PRECEDENTS. 

Article  XIV.  Xo  delay  or  omission  by  the  Trustees  in  exercising  the 
rights  and  powers  herein  granted  shall  be  held  to  exhaust  such  rights  and 
powers,  or  be  construed  as  a  waiver  thereof,  but  it  is  hereby  mutually 
agreed  that  the  holders  of  a  majority  in  amount  of  the  bonds  at  the  time 
outstanding  may  by  instrument  in  writing  at  any  time,  whether  before  or 
after  the  institution  of  foreclosuie  proceedings,  and  prior  to  the  time  of  the 
sale  hereunder,  waive  or  instruct  the  Trustees  to  waive  any  default  (except 
that  of  payment  of  the  principal  of  said  bonds  at  maturity),  provided 
always  that  no  such  action  on  the  part  of  the  bondholders  shall  extend  to  or 
be  taken  to  affect  any  subsequent  default,  or  impair  the  rights  resulting 
therefrom.  But  such  waiver  of  default  shall  be  operative  only  to  the  extent 
of  postponing  action  for  the  period  of  time  therein  named,  but  in  no  case 
exceeding  the  period  of  six  months  and  not  more  than  one  waiver  o2  any 
particular  default  shall  be  availed  of  under  the  terms  hereof. is 

Article  XV.  Said  Trustees  shall  be  entitled  to  be  reimbursed  for  all 
proper  outlays  of  every  sort  or  nature  by  them  incurred  in  the  acceptance 
and  discharge  of  the  trust  hereunder,  and  to  receive  a  reasonable  and  proper 
compensation  for  any  duties  that  they  may  at  any  time  perform  in  the 
discharge  of  the  same,  and  for  all  damages  sustained  or  incurred  by  them 
by  reason  of  or  on  account  of  any  negligence  of  any  of  their  attorneys, 
agents  or  servants,  selected  and  retained  with  reasonable  care,  in  the  per- 
formance of  the  trust  hereunder,  and  all  such  outlaj's,  fees,  commissions, 
compensations  amd  disbursements  shall  constitute  and  continue  a  lien  on  the 
mortgaged  property  and  premises  prior  to  any  other  claim  hereunder.is 

In  case  at  any  time  it  shall  be  necessary  and  proper  for  the  Trustees 
or  their  successors  to  make  any  investigation  respecting  any  facts  pre- 
paratory to  taking  or  not  taking  any  action  or  doing  or  not  doing  anything 
under  this  instrument,  as  such  Trustees,  the  certificate  of  the  Company, 
under  its  corporate  seal,  attested  by  the  signature  of  its  President  and 
the  affidavit  of  one  of  its  directors,  shall  be  sufficient  evidence  of  such  fact  to 
protect  the  Trustees,  or  their  successors,  in  any  action  that  they  may  take 
by  reason  of  the  supposed  existence  of  such  fact. 

It  shall  be  no  jjart  of  the  duty  of  the  Trustees  to  see  to  the  recording  of 
this  indenture  as  a  mortgage  or  conveyance  of  real  estate  or  personal  estate, 
or  to  do  any  other  act  which  may  be  suitable  and  proper  to  be  done  for  the 
continuing  of  the  lien  of  this  indenture,  or  for  giving  notice  of  the  existence 
of  such  lien;  nor  shall  it  be  any  part  of  their  duty  to  effect  insurance  against 
fire  or  other  damage  on  any  portion  of  the  mortgaged  property;  or  to 
renew  any  policies  of  insurance,  or  to  pay  any  taxes  or  assessments  on  any 
of  said  property,  or  to  keep  themselves  informed  or  advised  as  to  the 
payment  of  any  taxes  or  assessments,  that  may  be  imposed  upon  the  prop- 
erty, real  or  personal,  sought  to  be  affected  by  this  mortgage,  or  to  require 
the  payment  of  such  taxes  or  assessments,  but  the  Trustees  may,  in  their 
discretion,  do  any  or  all  of  the  matters  and  things  in  this  paragraph  set 
forth,   or   require   the   same   to   be   done. 

The  Trustees  shall  only  be  responsible  for  reasonable  diligence  in  the 
performance  of  the  trust,  and  shall  not  be  answerable  in  any  case  for  the 
act  or  default  of  any  agent,  attorney  or  emi)]oye  selected  with  reasonable 
discretion. 

18 — See  as  to  waiver  of  default,  Cook  on  Corporations,  §  801. 

19 — See  as  to  compensation  of  trustee,  Cook  on  Corporations,  §  818. 


BOND  ISSUES.  1267 

The  Trustees  shall  bo  fully  protected  iu  acting  upon  any  certifitate,  state- 
ment, report,  order,  notice,  request,  consent  or  other  paper  or  document 
believed  to  be  genuine  and  believed  to  be  signed  by  the  proper  party,  and 
the  Trustees  shall  not  incur  any  liability  on  account  of  any  act  done  or 
omitted  to  be  done  in  good  faith  under  the  provisions  of  this  deed. 

Article  XVI.  The  parties  of  the  second  part,  as  Trustees  or  otherwise, 
shall  be  under  no  obligation  to  recognize  any  person,  firm  or  corporation 
as  a  hoMer  or  owner  of  one  or  more  of  the  bonds  secured  hereby,  or  to  do 
or  refrain  from  doing  any  act  pursuant  to  the  request  or  demand  of  any 
person,  firm  or  corporation  professing  or  claiming  to  be  such  holder  or 
owner,  until  such  supposed  holder  or  owner  shall  produce  the  said  bond 
and  deposit  the  same  with  the  Trustees  and  shall  indemnify  and  save 
harmless  the  Trustees  to  their  full  satisfaction  from  any  and  all  costs  and 
expenses,  outlays  and  counsel  fees  and  other  reasonable  disbursements  and 
damages  for  which  they  may  become  liable  or  responsible  in  proceeding 
to  carry  out  such  request  or  demand. 

Article  XVII.  All  recitals  herein  contained  are  made  on  behalf  of  the 
Company,  and  the  Trustees  assume  no  responsibility  as  to  the  correctness 
of  any  statement  herein  contained.  Said  Trustees  and  their  successors 
shall  have  no  responsibility  as  to  the  validity  of  this  deed  of  trust  or  mort- 
gage, nor  as  to  the  execution  or  acknowledgment  or  recording  hereof,  nor 
as  to  the  amount  or  extent  of  the  security  afforded  by  the  property  covered 
by  this  deed  of  trust  or  mortgage,  and  the  Trustees  shall  not  be  in  any  way 
liable  for  the  consequence  of  any  breach  on  the  part  of  said  Company  of 
the  covenants  herein  contained,  or  for  any  other  act  or  thing  hereunder, 
except   their   negligence.^o 

Article  XVIII.  No  recourse  under  or  upon  any  obligation,  covenant  or 
agreement  contained  in  this  indenture,  or  in  any  bond  or  coupon  hereby 
secured,  or  under  any  judgment  obtained  against  the  said  Company  or 
otherwise,  shall  be  had  against  any  incorporator,  stockholder,  officer,  or 
director  of  the  said  Company,  or  of  any  successor  corporation,  either 
directly  or  through  the  said  Company,  by  the  enforcement  of  any  assess- 
ment, or  claims  for  unpaid  stock  or  unpaid  subscriptions  on  stock,  or  by 
any  legal  or  equitable  proceeding  by  virtue  of  any  constitution,  statute 
or  otherwise.  This  indenture  and  the  obligations  hereby  secured  are 
solely  corporate  obligations,  and  no  personal  liability  whatever  shall  attach 
to  or  be  incurred  by  the  stockholders,  directors,  or  officers  of  the  said 
Company,  or  of  any  successor  corporation,  or  any  of  them,  under  or  by 
reason  of  any  of  the  obligations,  covenants  or  agreements  contained 
in  this  indenture,  or  in  any  of  the  bonds  or  coupons  hereby  secured,  nor 
shall  any  such  personal  lial)i]ity  ])e  iiiijilicd  therefrom;  and  any  and  all 
personal  liability  of  every  name  and  nature,  whether  at  common  law  or 
in  equity,  or  by  statute  or  constitution,  of  every  such  stockholder,  officer 
or  director  is  hereby  expressly  waived  as  a  condition  of  and  consideration 
for  the  execution  of  this  indenture  and  of  such  bonds  and  coupons. 

Article  XTX.  It  is  hereby  declared  and  agreed  as  a  condition  upon 
which  each  successive  holder  of  all  or  any  of  said  bonds,  and  all  or  any 
of  the  cou])ons  for  the  interest  of  said  bonds,  receives  and  holds  the  same, 

20 — See  ns  to  the  lialiility  of  trustees,  Cook  on  (.'orporations,  §  805, 


1268    CORPORATION  FORMS  AND  PRECEDENTS. 

that  no  bolder  or  holders  of  any  of  said  bonds  or  coupons  shall  have  the 
right  to  institute  any  proceedings  in  equity,  of  any  character  or  kind,  for 
the  foreclosure  of  this  indenture,  or  for  the  execution  of  the  trust  hereof, 
or  for  the  appointment  of  a  receiver,  or  for  any  other  remedy  under  this 
mortgage  or  deed  of  trust,  or  the  lien  hereby  created,  or  otherwise,  without 
first  giving  notice  in  writing  to  the  Trustees  of  default  having  been  made 
and  continued  as  aforesaid,  and  unless  the  holders  of  one-fifth  of  the  then 
outstanding  bonds  have  in  writing  notified  and  requested  the  said  Trustees 
as  above  provided  (and  a  reasonable  opportunity  has  been  afforded  to  the 
Trustees  after  the  receipt  of  such  notice  and  request,  to  proceed  and 
exercise  the  powers  hereinbefore  granted  or  to  institute  such  action,  suit 
or  proceeding  in  the  Trustees'  own  names),  and  without  also  having  offered 
to  the  Trustees  adequate  security  and  indemnity  against  the  costs,  expenses 
and  liabilities  to  be  by  the  Trustees  incurred  therein,  and  thereby;  and 
such  notice,  request  and  offer  of  indemnity  may  be  required  by  the  Trustees 
as  the  conditions  precedent  to  the  execution  of  the  powers  and  trusts  of 
this  indenture,  or  to  the  institution  of  any  action  in  equity  for  the  fore- 
closure hereof,  for  the  appointment  of  a  receiver,  or  for  any  other  remedy 
hereunder,  or  otherwise,  in  case  of  such  default  as  aforesaid  in  the  payment 
of  the  principal  of  any  of  said  bonds,  in  the  payment  of  any  semi-annual 
installment  of  the  interest  thereon,  or  any  other  default  by  the  Company, 
its  successors  or  assigns,  or  failure  to  perform  any  of  the  covenants  or 
stipulations  hereof,  to  be  kept  and  performed  on  its  part. 

And  it  also  agreed  that  no  holder  or  holders  of  any  of  the  said  bonds, 
or  any  of  the  said  interest  coupons  intended  to  be  hereby  secured,  shall 
institute  any  suit,  action  or  proceeding  either  in  equity  for  the  foreclosure 
hereof,  or  for  the  appointment  of  a  receiver,  or  at  law  or  in  equity  or 
for  the  collection  of  any  of  the  money  evidenced  by  such  bonds  or  coupons 
otherwise  than  upon  the  terms  and  conditions  and  in  the  manner  herein 
provided.2i 

Should  any  suit  or  other  proceeding  be  brought  against  the  Trustees 
by  reason  of  any  matter  or  thing  connected  with  the  trusts  hereby  created, 
or  by  reason  of  their  being  such  Trustees,  they  shall  be  under  no  obligation 
to  enter  any  appearance  by  counsel,  or  in  any  way  to  appear  and  defend 
such  suits  or  other  proceeding,  until  indemnified  to  their  full  satisfaction 
for  so  doing;  but  they  may,  nevertheless,  appear  and  defend  such  suits 
and  proceedings  without  indemnity,  if  they  elect  so  to  do,  and  in  such 
case  they  should  be  compensated  therefor  from  the  trust  fund. 

Article  XX.  Whenever  the  word  Trustee  or  Trustees  occurs  in  this 
instrument  it  shall  be  construed  to  mean  Trustee  or  Trustees  for  the  time 
being. 

Article  XXI.  Any  Trustee  hereunder  may  resign  or  discharge  himself 
or  itself  of  and  from  the  trust  hereby  created,  by  notice  in  writing  to  the 
Company,  given  three  (3)  months  before  such  resignation  if.  to  take  effect, 
or  such  shorter  time  as  the  Company  may  accept  as  sufficient  notice,  and 
in  case  of  a  vacancy  in  the  office  of  Trustee,  by  resignation  or  otherwise, 
a  successor  or  successors  may  be  appointed  by  the  holders  of  a  majority  of 
the  bonds  then  outstanding  by  an  instrument  in  writing,  duly  signed  and 
acknowledged  by   them,   which    instrument    shall    be   recorded    in    the   office 

21 — See  generally  as  to  the  restrictions  on  the  right  to  foreclose.  Cook  on 
Corporations,  §§  804,  825,  826. 


BOND  ISSUES.  li>69 

of  the  Register  of  Deeds  of County,  of County, 

of County  and  of County,  or  in  whatsoever 

office  at  said  time,  by  the  laws  of  the  State  of  Wisconsin,  shall  have  the 
lawful  custoily  of  the  records  of  said  counties,  or  in  case  said  majority 
do  not  agree  upon  the  appointing  of  a  new  Trustee  or  Trustees  within 
thirty  (30)  days  after  a  vacancy  shall  occur,  then  the  Company,  or  the 
holder  or  holders  of  any  of  said  bonds  may  apply  to  any  court  of  original 
jurisdiction  in  the  State  of  Wisconsin  for  the  appointment  of  a  new 
Trustee  or  Trustees  upon  such  notice  as  such  court  shall  prescribe  to  be 
given,  in  such  manner  or  upon  or  to  such  party  or  parties,  person  or 
persons,  as  such  court  shall  direct,  or  upon  such  notice  as  shall  be  in 
accordance  with  the  rules  and  practice  of  the  court,  and  such  Trustee  or 
Trustees  so  appointed  by  said  majority  in  interest  of  said  bondholder  or 
bondholders,  or  by  said  court,  shall  on  its,  his  or  their  acceptance  of  its, 
his  or  their  appointment,  thereby  and  thereupon,  become  and  be  vested  with 
ali  the  powers,  rights,  estates  and  interests  granted  to  or  conferre<l  upon 
said  parties  of  the  second  part.  Trustees,  by  these  presents,  without  any 
further   assurance   or   conveyance   whatever.^2 

In   Witness  Whereof,  the   said    Power   Company   has 

caused  these  presents  to  be  signed  by  its  President,  sealed  with  its  corporate 
seal  and  attested  by  its  Secretary,  for  and  in  behalf  of  it;   and  the  said 

The    Trust  and  Savings  Bank  to  evidence  its  acceptance  of 

the  trust  hereby  created,  has  caused  these  presents  to  be  signed  on  its 
behalf  by  its  Secretary;  and  the  said ,  to  evidence  his  accept- 
ance of  the  trusts  hereby  created,  has  hereunto  set  his  hand  and  affixe<l 
his  seal,  on  the  year  and  day  first  above  written. 23 

Power  Company, 

By 

[Corporate  Seal]  President. 

In  presence  of 


Attest : 

In  presence  of 


Secretary. 


The Trust  and  Savings  Bank,  Trustee, 

By  

[Corporate  Seal]  Secretary. 

In  presence  of  


[Seal.1 

In  presence  of 


This  indenture  executed  in  five  originals. 

22 — See  as  to  death,  resignation  and  removal  of  trustees.  Cook  on  Corpo- 
rations, §  819. 

23 — See  as  to  the  execution  and  deliverv  of  mortgages.  Cook  on  Corpo- 
rations, §  810;  Clark  &  M.,  Corp.,  §  192. 


1270    CORPORATION  P'ORMS  AND  PRECEDENTS. 

STATE  OF  WISCONSIN,) 

i  ss. 
County  of I 

Be  it  known  that  on  the  23rd  day  of  December,  A.  D.  1908,  before  me, 

a  Notary  Public  in  and  for  the  said  County  of and  State  of 

Wisconsin,  personally  appeared ,  President ;  and , 

Secretary,  of   Power  Company,  personally  known  to  me  to  be 

such  President   and   Secretary,   and  to  be  the  same  persons  who  executed 

the   foregoing   instrument   for   and   on  behalf   of  the  said    

Power  Company,  and  whose  names  are  thereunto  subscribed,  and  severally 
duly  acknowledged  that  they  signed,  sealed  and  delivered  said  instrument  as 
such  President   and  Secretary,  and  as  the  free  and  voluntary  act  of  said 

Power    Company,    for    the    uses    and    purposes    therein    set 

forth ;    and   the   said    and    being   by   me   first 

duly  sworn,  did  each  dejiose  and  say  that  they  are  respectively  the  President 

and   Secretary,   as  hereinbefore  stated,  of  said    Power 

Company;  that  they  know  the  corporate  seal  of  said  Company;  that  the 
seal    affixed    to    the    foregoing    instrument    is    the    corporate    seal    of    said 

Power  Company;   that  it  was  affixed  by  order  of  the  Board 

of  Directors  of  said  Company  duly  made,  and  that  they  signed  their 
respective   names  thereto   as  such   President   and  Secretary  by  like   order. 

Given  under  my  hand  and  seal  this  2.3d  day  of  December,  A.  D.  1908. 


[Notarial  Seal]  Notary  Public. 

My  commission  expires  January  21,  1910. 

STATE  OF 


County  of 

I, ,  a  Notary  Public  in  and  for  said  County  of , 

in  the  State  of   .  .n ,  do  hereby  certify  that  on  this  28th  day  of 

December,  A.  D.  1908,  personally  appeared  before  me, , 

Secretary  of  The Trust  and  Savings  Bank,  one  of  the  Trustees 

named  in  the  foregoing  mortgage  or  deed  of  trust,  and  personally  known  to 

me  to  be  the  Secretary  of  said  The Trust  and  Savings  Bank, 

Trustee,  and  whose  name  is  subscribed  to  the  foregoing  instrument  and  did 
acknowledge  that  in  his  official  capacity  and  in  behalf  of  the  said  Trustee, 
he  did  sign,  seal  and  execute  the  same  as  its  free  and  voluntary  act  and  deed 
for  the  uses  and  purposes  therein  set  forth. 

In  Witness  Whereof,  I  have  hereunto  affixed  my  hand  and  official  seal 
this  28th  day  of  December,  A.  D.  1908. 


Notary  Public. 
[Notarial  Seal] 

My  commission  expires  November  22,   1910. 

STATE  OF ,) 

I     gg 

County  of   ( 

1, ,  a  Notary  Public  in  and  for  said  County,  in  the  State 

aforesaid,  do  hereby  certify  that   ,  Trustee,  personally  known 

to  me  to  be  the  same  person  whose  name  is  subscribed  to  the  foregoing 
instrument,  this  day  appeared  before  me  in  person  and  acknowledged  that 
as  such  Trustee  he  signed,  sealed  and  delivered  such  instrument  as  his 
free  and  voluntary  act  for  the  uses  and  purposes  therein  set  forth. 


BOND  ISSUES.  1271 

In  "Witness  Whereof,   I   have  hereunto   attixeii  my  hav.d  and  ofiK-ial  seal 
this  liSth  day  of  December,  A.  D.   1908. 


[Notarial  Skax.]  Notary  Public. 

My  commission  expires  November  22,  1910. 
See  next  preceding  form  and  notes  thorpunder. 

Form  1662. 

NOTICE  OF  SPECIAL  MEETING  TO  AUTHORIZE  ISSUE 
OF  SINKING  FUND  DEBENTURE  BONDS. 

Notice  of  special  stockholders'  nicftinfr,    ('om[)any,  a 

Corporation. 

To  the  Bondholders  and   Stockholders  of  Said  Company  and   All   Others 
Interested : 

Public  notice  is  hereby  given  that  in  pursuance  of  the  provisions  of  the 

by-laws  of    Company,  a   corporation,  a  special 

meeting  of  the  stockholders  of  said  Company  is  hereby  called  to  be  held 

at  the  office  of  the  Company,    Street,    

,   on  the    day  of    ,   19 .... ,   at  the 

hour  of   o'clock  A.  AI.,  for  the  purpose  of  authorizing  the  directors 

and  officers  of  the  Company  to  execute  and  deliver  an  issue  of  five  million 
dollars  (.$o,()00,000.00)  par  value  of  Sinking  Fund  Six  Per  Cent  Debenture 
Gold  Bonds  of  the  Company  and  a  Debenture  Bond  Agreement  securing  the 
same,  and  to  dispose  of  said  bonds  or  any  part  thereof  at  such  prices  and 
on  such  terms  as  the  Board  of  Directors  of  the  Company  may  determine; 
also  for  the  purpose  of  authorizing  the  directors  and  officers  of  the  Company 
to  pay  off  and  retire  the  unpaid  bonds  of  the  present  $1,500,000.00  deben- 
ture bond  issue  of  the  Company;  also  for  the  purpose  of  authorizing  the 
directors   and  officers  of   the   Company   to   acquire  by   purchase   the   entire 

capital   stock   of    Company,   a    corporation, 

and  also  for  the  purpose  of  voting  upon  any  and  all  other  questions 
which  might  properly  come  before  any  annual  meeting  of  the  stockholders 
of  said   Company,   except  the  matter  of  the  election   of   directors  thereof. 

Dated ,     ,  ,19 

Company, 

,  Vice  President. 

Attest : 


Secretary. 

See  generally  as  to  the  necessity  of  obtaining  stockholders'  consent  to  a 
corporate  bond  issue,  Cook  on  Corporations,  §§  725,  778;  Clark  &  M.,  Corp., 
§696. 

See  form  next  following. 

See  for  form  of  protest  bv  stockholder  against  bond  issue,  Pollitz  v. 
Wabash  K.  Co.,  167  Fed.  145.  " 


1272     CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1663. 

NOTICE  OF  SPECIAL  MEETING  OF  STOCKHOLDERS  TO 

AUTHORIZE  BOND  ISSUE  AND  MORTGAGE 

DEED  OF  TRUST. 

The   Eailway  Company. 

Notice  of  Special  Stockholders'  Meeting. 
Notice   is   hereby   j^iven   that   a   special   meeting   of   the   Stockholders   of 

The    Eailway  Company  has  been  called  by  the  Board 

of  Directors  of  said  Company,  to  be  held  at  the  principal  office  of  the  Com- 
pany in  the  City  of , ,  on ,  the 

day  of    ,    19 ,  at    o'clock  A.   M.,   for   the   following 

purposes: 

(a)  To  consent  to,  approve  and  authprize  the  creation  and  issue  of  mort- 
gage bonds  of  the  Company  to  be  limited  to  a  principal  amount,  in  United 
States  gold  coin,  of  $125,000,000  at  any  one  time  outstanding;  such  bonds  to 
mature  at  such  date,  and  to  bear  interest  from  such  date  and  at  such  rate 
or  rates,  not  exceeding  five  per  cent,  per  annum,  as  the  Board  of  Directors 
or  the  Executive  Committee  of  the  Company  may  determine;  to  be  issuable 
for  such  purposes,  upon  and  subject  to  such  terms  and  conditions  and  in 
such  denominations,  to  be  payable,  both  principal  and  interest,  at  such 
place  or  places,  in  such  currency  or  currencies  and  at  such  rate  or  rates  of 
exchange,  and  to  be  in  such  form  and  to  contain  such  terms  and  provisions, 
as  said  Board  or  said  Comniittee  may  determine; 

(b)  to  consent  to,  approve  and  authorize  the  execution  and  delivery  of  a 
mortgage  and  deed  of  trust  on  and  of  all  or  any  part  of  the  railroads, 
equipment,  franchises  and  property,  including  corporate  stocks  and  obliga- 
tions, owned  by  the  Company  at  the  date  of  fhe  execution  and  delivery  of 
such  mortgage  and  deed  of  trust  or  at  any  time  thereafter  acquired  by  it ; 
such  mortgage  and  deed  of  trust  to  secure  not  only  such  bonds  but  also,  in 
pursuance  of  covenants  heretofore  made  by  the  Company  and  otherwise,  to 
secure,  in  such  manner  and  to  such  extent  as  may  b|  authorized  or  approved 
by  the  Board  of  Directors  or  Stockholders  of  the  Company,  not  exceeding 
$37,200,000,  face  amount,  of  the  Four  and  One-Half  Per  Cent.  Twenty- Year 
Convertible  Gold  Bonds  of  the  Company,  issued  or  issuable  under  the  trust 

indenture,  bearing  date ,  19. . . .,  between  the  Company  and 

Trust  Company,  as  Trustee ; 

(c)  to  approve,  or  to  authorize  the  Board  of  Directors  of  the  Company 
in  its  discretion  to  determine,  the  form  and  terms  of  such  mortgage  and  deed 
of  trust,  and  the  property  of  the  Company  to  be  embraced  therein; 

(d)  to  ratify  and  confirm  and  to  authorize  and  consent  to  any  action 
theretofore  taken  or  authorized  by  said  Board  of  Directors  or  by  the  Execu- 
tive Committee  of  the  Company,  which  may  be  submitted  to  the  meeting, 
whether  for  the  purposes  of  or  in  connection  with  or  in  contemplation  of 
any  of  the  matters  aforesaid  or  otherwise;  and 

(e)  to  transact  such  other  business  as  may  be  brought  before  the  meeting. 
The  stock  transfer  books  of  the  Company  will  be  closed  for  such  meeting 

on ,  the day  of ,  19 .  . .  . ,  at  ....  o  'clock  ....  M.,  and 


BOND  ISSUES.  1273 

will  be  reopeiiL'd  ou    ,  the   day  of    ,   I'.t.  .  .  .,  at   .... 

o  'clock  A.  M. 

Dated    ,    ,    ,    I'J 

By  order  of  the  Hoard  of   Directors. 

Hecretary. 

•See  ne.xt  preceding  form  and  notes  thereunder. 

Form  1664. 

RESOLUTION  OF  STOCKHOLDERS  AUTHORIZING 
ISSUANCE  OF  BONDS  AND  MORTGAGE.' 

Be  it  resolved,  by  the  stockholders  of  the   Land  and  Stock 

Company,  in  lawful  meeting  duly  assembled,  that,  for  the  purpose  of  pro- 
viding funds  for  general  corporate  purposes,  the  Board  of  Directors  of 
this  corporation  be,  and  it  is,  hereby  authorized  and  directed  to  sell  and 
issue  bonds  and  interest  coupons  attached  of  this  corporation  in  the  sum 
of  two  hundred  thousand  dollars  ($200,000)  on  such  terms  as  it  may  choose 
and  said  Board  of  Directors  is  hereby  authorized  and  directed  to  secure 
the  payment  of  said  bonds  by  the  proper  execution  and  delivery  of  a  deed 
of  trust,  to  trustees  to  be  selected  by  said  Board,  upon  such  real  property 

owned  by  this  corporation  and  situated  in  the  state  of   as 

the  said  Board  shall  choose,  and  also  as  further  security  to  assign  to  such 
trustees  as  said  Board  may  select,  all  contracts  of  sale  of  such  real  estate. 

Be  it  flirther  resolved,  that  the  said  Board  of  Directors  be,  and  it  is, 
hereby  authorized  to  make  and  deliver  such  bonds,  coupons  and  deed  of 
trust  in  such  forms  and  bearing  such  interest  and  payable  at  such  times 
and  in  such  places  as  the  Board  of  Directors  may  deem  for  the  best  interests 
of  the  corporation. 

Form  1664a. 

RESOLUTION  OF  BOARD  OF  DIRECTORS  AUTHORIZING 
BOND  ISSUE  AND  MORTGAGE. 

Be  it  resolved,  by  the  Board  of  Directors  of  Land 

and  Stock  Company: 

(1)  That  for  the  purpose  of  providing  funds  for  general  corporate  pur- 
poses and  in  compliance  with  a  resolution  of  the  stockholders  of  the  Company 
adopted  December ,  1911,  the  president  or  vice-president,  and  secre- 
tary of  the  Company  be,  and  they  hereby  are,  authorized  and  directed  to 
execute,  issue  and  deliver  to  the  trustees  hereinafter  named  the  first  mort- 
gage  bonds   of    Land   and   Stock   Company,   numbered    from 

one  (1)  to  three  hundred  (300),  both  inclusive,  for  an  aggregate  principal 
sum  of  two  hundred  thousand  dollars  ($200,000),  bearing  interest  at 
the  rate  of  six  per  centum  per  annum  payable  semi-annually,  both  prin- 
cipal and  interest  to  be  payable  in  gold  coin  of  the  United  States  of 
America  of  the  present  standard  of  weight  and  fineness,  and  which  shall 
iiintiiro  as  follows :2 

1 — See  as  to  necessity  of  obtaining  stockholders'  consent  to  issue  of  bonds, 
Cook  on  Corporations,  §  72.'5 ;  Clark  &  M..  Corp.,  §  696. 

2 — See  generally  as  to  the  maturity  of  bonds,  Cook  on  Corporations,  §  765. 


1274     CORPORATION  FORMS  AND  PRECEDENTS. 

$40,000  thereof  November  15,  1911; 

$40,000  thereof  iN'ovember  15,  1912; 

$40,000  thereof  ISovember  15,  1913; 

$40,000  thereof  November  15,  1914; 

$40,000  thereof  November  15,  1915. 

Of  said  bonds,  two  hundred  (liOO)  shall  be  of  the  denomination  of  five 
hundred  dollars  ($500)  each,  and  one  hundred  (100)  of  the  denomination 
of  one  thousand  dollars  ($1,000)  each.  Said  bonds  may  be  redeemed  serially 
and  in  the  order  of  their  maturities,  at  102  per  centum  and  accrued  in- 
terest, at  the  option  of  the  Company,  on  any  interest  date,  by  the  Com- 
pany giving  thirty  (30)  days  written  notice  to  the  Trustees  of  its  intention 
so  to  do.  Coupons  attached  to  said  bonds  evidencing  the  interest  to  be- 
come due  thereon  shall  be  signed  by  the  Secretary,  or  his  lithographed  or 
engraved  signature  may  be  affixed  to  said  coupons. 

(2)  That,  for  the  purpose  of  securing  all  of  the  bonds  hereby  author- 
ized, the  president  or  vice-president  and  the  secretary  of  the  Company  be, 
and  they  are,  hereby  authorized  and  directed,  in  the  name  and  in  behalf 

of    Land   and   Stock   Company,   and  under  its  corporate 

seal,  to  make,  execute  and  deliver  to   Trust  Company,  a 

corporation  of    ,  and    ,  as  Trustees,  a  mortgage 

or  deed  of  trust,  vshich  shall  be  a  first  lien  upon  that  part  of  the  real  prop- 
erty of  this  Company  situated  in  the  state  of ,  now  owned 

by  this  Company,  as  the  same  is  set  forth  and  described  in  the  mortgage 
or  deed  of  trust  now  submitted  to  this  meeting,  the  form  of  which  is 
hereby  approved,  and  upon  the  various  outstanding  contracts  of  sale  on  said 
various  parcels  of  said  real  estate.3 

(3)  That  all  of  said  two  hundred  thousand  dollars  ($200,000)  of  bonds 

shall  at  once  be  delivered  to    Trust  Company,  one  of  the 

trustees  aforesaid,  and  shall  at  once  be  certified  and  issued  by  said  Trus 
tee  to  the  president  of  this  Company,  or  to  such  person  as  he  may  in  writing 
designate,  and  the  president,  or  vice-president  of  this  Company  is  hereby 
authorized  to  negotiate,  sell  or  pledge  said  bonds  when  issued,  or  any  part 
thereof.* 

(4)  That  the  forms  of  the  bonds  and  of  the  coupons  to  be  attached 
thereto,  and  of  the  certificate  of  the  Trustee  to  be  endorsed  thereon,  are  to 
be  severally  and  respectively  in  substance  as  follows :5 

(Form  of  Bond.) 
UNITED  STATES  OF  AMEEICA 

State  of  

No $ 

Land  and  Stock  Company 

First   Mortgage  Six  Per  Cent. 

Gold  Bond. 

Interest  Payable  May  and  November. 

Land  and  Stock  Company,  a  corporation  organized  and 

existing  under  and  by  virtue  of  the  laws  of  the  State  of ,  and 

3 — See  generally  as  to  authorization  of  corporate  mortgages,  Cook  on 
Corporations,  §  808 ;  Clark  &  M.,  Corp.,  §  696. 

4r— See  as  to  the  issuance  of  bonds,  Cook  on  Corporations,  §§  762-766; 
Clark  &  M.,  Corp.,  §  183. 

5 — See  generallv  as  to  the  form  of  lionds,  Cook  on  Corporations,  §765; 
Clark  &  M.,  Corp.',  §  183b. 


BOND  ISSUES.  1275 

duly  antliorizccl  to  do  business  in  the  State  of  for  value  re- 
ceived hereby  promises  to  pay,  on  the  fifteenth  day  of  Xovember,  191..  to 
the  bearer,  or  if  this  bond  be  registered  as  hereinafter  provided,  to  the 
registered  owner  hereof  one  thousand  dollars  ($1,000^  in  gold  coin  of  the 
United  States  of  America  of  the  present  standard  of  weight  and  fineness, 
with  interest  thereon  from  November  15,  1910,  at  the  rate  of  six  per  cent,  per 
annum,  payable  semi-annually,  in  like  gold  coin,  on  the  fifteenth  days  of 
May  and  Xovember  in  each  and  every  year,  upon  surrender  and  cancellation 
of    the   respective   coupons   evidencing-  such    interest    hereto   annexed,   both 

principal  and  interest  being  payable  at  the  oflice  of  the Trust 

Company  in  the  city  pf ,  state  of 

This  bond  is  one  of  a  series  of  bonds  of  like  tenor,  except  as  to  amount, 
number  and  date  of  maturity,  aggregating  two  hundred  thousand  dollars 
($■200,000)  and  is  secured  by  a  first  mortgage  or  deed  of  trust,  duly  executed 

and  delivered  by  the  maker  hereof  to   Trust  Company  and 

,  of ,  state  of ,  as  trustees,  bearing  even 

date  herewith,  upon  certain  real  property  of  said  company  situated  in  the 

state  of   ,  and  upon  certain   contracts  of  sale  on  the  various 

parcels  of  said  real  property,  more  particularly  described  therein,  which  said 
mortgage  or  deed  of  trust  has  been  duly  acknowledged  and  recorded. 

This  bond   shall  pass  by  delivery,  unless   it  has  been  registered  by  the 

Trust  Company,  one  of  said  trustees,  at  its  office  in  

After  registration  of  ownership,  duly  endorsed  hereon,  no  transfer,  except 
on  the  books  of  said  trustee,  shall  be  valid  unless  the  last  registration  shall 
have  been  to  bearer,  and  this  bond  shall  continue  subject  to  registration  and 
to  transfer  to  bearer,  at  the  option  of  the  holder.  Each  registration  shall 
be  evidenced  by  the  memorandum  of  said  trustee  endorsed  hereon.  The 
coupons  shall  always  be  and  continue  payable  to  bearer. 

This  bond  may  be  redeemed  at  102  per  centum  and  accrued  interest  on 
any  interest  dale,  at  the  option  of  the  maker  hereof,  by  giving  thirty  days' 

written  notice  to  the Trust  Company,  trustee,  of  its  intention 

so  to  do.  If  any  default  shall  be  made  in  the  payment  of  the  interest  of 
this  bond,  and  such  default  shall  continue  for  a  period  of  ninety  (90)  days, 
the  principal  sum  thereof  shall  thereupon  become  due  and  payable.  This 
bond  shall  not  become  obligatory  for  any  purpose  until  it  shall  have  been 

authenticated  by  the  certificate  hereon  endorsed  by   Trust 

Company  of    ,  one  of  the  trustees,  under  said  deed  of  trust, 

or  mortgage. 

In   Witness  Whereof,   the    Land   and   Stock   Company   has 

caused  those  presents  to  be  signed  by  its  President,  and  its  corporate  seal 
to  be  hereto  affixed,  and  to  be  attested  by  its  Secretary,  and  the  coupons  for 
interest  with  the  engraved  signature  of  its  secretary  to  be  attached  hereto, 
this  15th  day  of  November,  1910. 

Land  and  Stock  Company, 

By 

Attest :  President. 


Secretary. 
(Form  of  Coupon.) 

May  15th  (November  15th)    Land  and  Stock  Company  will 

pay  to  bearer  at  the  office  of Trust  Company  in , 


1276    CORPORATION  FORMS  AND  PRECEDENTS. 

,  Thirty  Dollars  in  gold  coin  of  the  United  States  of  America  of 

the  present  standard  of  weight  and  fineness,  being  six  months'  interest  on 
fiist   mortgage  bond,  A'umber    


Secretary. 
(Form  for  Registration.) 

Xo  writing  on  this  bond  except  by  an  officer  of  the  Company. 

Date  of  Registry.        j       Ju  whose  name  registered.        |       Transfer  Agent. 


Trustee's  Certificate. 
This  bond  is  one  of  the  series  of  bonds  mentioned  and  described  in  the 
deed  of  trust,  or  mortgage,  within  referred  to. 

Trust   Company, 

By , 

President. 
Maturities  of  Bonds. 

Bond  Numbers   (both  inclusive.)  Date  of  Maturity. 

1  to     40,  $    500.00  each,  November  15,  1911: 

41  to     60,  $1,000.00  each,  November  15,  1911: 

61  to  100,  $    500.00  each,  November  15,  1912; 

101  to  120,  $1,000.00  each,  November  15,  1912: 

121  to  160,  $    500.00  each,  November  15,  1913; 

161  to  180,  $1,000.00  each,  November  15,  1913; 

181  to  220,  $    500.00  each,  November  15,  1914; 

221  to  240,  $1,000.00  each,  November  15,  1914; 

241  to  280,  $    500.00  each,  November  15,  1915; 

281  to  300,  $1,000.00  each,  November   15,   1915, 

See  form  of  resolution  in  next  preceding  form. 

See  also  Form  21,  supra,  and  Form  1665,  post. 

Form  1665. 

RESOLUTION  OF  DIRECTORS  AUTHORIZING 
MORTGAGE. 

Resolved  that  the  president  and  secretary  be  and  they  are  hereby  author- 
ized and  directed  to  make  and  execute  under  the  corporate  seal  of  said  com- 
pany an  indenture  of  mortgage  covering  all  of  the  presses,  typesetting 
machines,  type,  rules,  slugs,  folders,  cutters,  stock  and  all  other  goods  ^nd 
chattels  and  personal  property  of  any  kind  or  character  now  or  which  shall 
hereafter  be  owned  by  the  said  Evening  Union  Printing  Co.,  together  with 
the  daily  Union,  Atlantic  Times-Democrat  and  Star  Gazette,  or  any  other 
newspapers  now  or  hereafter  to  be  published  by  the  said  Company,  all  of 
which  property  now  owned  by  said  Company,  and  all  of  which  papers,  now 
published  by  said  Company,  are  located  at  1632  Atlantic  Avenue,  in  the 
City  of  Atlantic  City,  in  the  County  of  Atlantic  and  State  of  New  Jersey, 
together  also  with  the  privileges,  franchises  and  appurtenances  of  and  be- 
longing to  this  Company,   wheresoever  situate,  or  that   may  be  hereafter 


BOND  ISSUES.  1277 

acquired  by  or  conferred  upon  this  Company,  including  the  franchise  to  be 
a  corporation. 

Further  Resolved  that  for  the  better  securing  of  the  money  due  to  the 
purchasers  of  the  bonds  secured  by  said  mortgage,  a  sinking  fund  be  created 
for  the  purchase  and  cancellation  of  the  bonds  to  be  issued  by  this  Company 
and  to  that  end  of  the  income  from  the  business  to  be  conducted  by  this  Com- 
pany after  first  paying  the  floating  indebtedness  amounting  to  .$4,970.99, 
assumed  by  this  Company  upon  the  purchase  of  the  said  property  from  the 
Daily  Union  Printing  Co.,  and  after  paying  all  .salaries  and  other  expenses 
of  any  kind  or  character,  and  before  paying  any  dividend  to  the  holders  of 
shares  of  capital  stock  of  this  Company,  the  balance  in  the  hands  of  the 
treasurer  at  the  end  of  each  fiscal  year,  shall  be  credited  to  the  sinking  fund 
account  for  the  purposes  aforesaid. 

The  foregoing  resolution  is  fo"und  and  was  considered  in  Buvinger  v. 
Evening  Union  Printing  Co.,  72  N.  J.  Eq.  321. 

For  another  and  excellent  form  of  resolution  authorizing  the  issuing  of 
bonds  secured  by  mortgage  on  corporate  property,  see  Form  21,  supra. 
See  also   Forms    IGG:?,   16()4,    l()()4a,   suina. 

See  for  form  of  resolution  of  directors  authorizing  execution  of  mortgage, 
In  re  Builders'  Lumber  Co.,   148  Fed.  244. 

See  for  forms  of  resolutions  of  stockholders  concerning  surrender  of  out- 
standing bonds  and  execution  of  new  mortgage  and  exchange  of  bonds, 
Metropolitan  Trust  Co.  v.  North  Carolina  Lumber  Co.,  162  Fed.  170. 

See  for  form  of  resolution  to  issue  bonds  to  acquire  property,  Guaranty 
Trust  Co.  V.  Atlantic,  etc.,  R.  Co.,  138  Fed.  517. 

See  for  form  of  resolution  to  cancel  bond  and  mortgage  and  other  forms, 
Brinckerhoff  v.  Roosevelt,  *131  Fed.  955. 

Form  1666. 
COLLATERAL  TRUST  DEED  SECURING  BONDS.' 

The Corporation 

and 

The Trust  Company. 

mortgace. 

An  indenture,  dated  the day  of ,  one  thousand  nine 

hundred  and   

Between    The    Corporation,    a    corporation    organized    and 

existing  under  the  laws  of  the  State  of (hereinafter  termed 

the  "Company"),  party  of  the  first  part;  and 

The    Trust   Company,   a   corporation   created   and   existing 

under  the  laws  of   the   State  of    (hereinafter   termed  the 

"Trustee"),  party  of  the  second  part; 

Whereas,  the  Company,  being  thereunto  duly  authorized  by  law  and  by 
resolutions  of  its  stockholders  and  Board  of  Directors,  desires  now  to  nuike 

and   to   issue   its  "Collateral   Trust   Forty   Year    Per   Cent   Gold 

Bonds,"  of  which  the  aggregate  amount  outstanding  at  any  one  time  shall 

never  exceed  the  principal  sum  of  $ ,  all  of  which  bonds  are 

to  be  issued  under  and  in  pursuance  of,  and  are  to  be  s«^cnrpd  ratably  by, 
this  indenture;  and 

1 — See  generallv  as  to  the  power  of  a  corporation  to  pledge  bonds  and 
stock  hold  bv  it.  Cook  on  Corporations,  §§  317,  464,  763;  Clark  &  M..  Corp., 
§  696. 


1278     CORPORATION  FORMS  AND  PRECEDENTS. 

Whereas,  the  said  $ Collateral  Trust  Forty  Year 

Per  Cent  Gold  Bonds  are  to  be  payable  the  first  day  of ,  19.  . .  ., 

and  are  to  bear  interest  at  the  rate  of   per  cent  per  annum, 

payable  semi-annually  on  the  first  days  of   and 

in  every  year;  and 

Whereas,  said  bonds  shall  be  coupon  bonds  of  the  denomination  of 
$1,000  each;   and 

Whereas,  each  of  said  bonds  and  the  coupons  annexed  thereto  and  the 
Trustee 's  certificate  endorsed  thereon  shall  be  substantially  of  the  follow- 
ing tenor: 

(Form  of  Bond.) 
UNITED   STATES   OF  AMEEICA. 

State  of   

The    ■  Corporation. 

First  Mortgage  Collateral  Trust  Forty  Year   Per  Cent  Gold  Bond. 

$1,000.  No 

The Corporation,   a   corporation   created   and   existing   under 

the  laws  of  the  State  of  ,  and  hereinafter  termed  the  "Com- 
pany," for  value  received  hereby  promises  to  pay,  on  the   day  of 

,  A.  D.  19.  .  .  .,  at  its  office  or  agency  in  the  City  of 

to  bearer,  or  if  registered,  to  the  registered  holder  of  this  bond,  one  thou- 
sand dollars  in  gold  coin  of  the  United  States,  of  the  present  standard  of 

weight  and  fineness,  and  to  pay  interest  thereon  from ,  19.  ... , 

until  the  payment  or  redemption  of  this  bond  at  the  rate  of   

per  cent  per  annum  at  such  office  or  agency  in  like  gold  coin  semi-annually 

on  the  first  days  of and   in  each  year  but  only 

upon  presentation  and  surrender  of  the  respective  coupons  hereto  attached 
as  they  severally  mature.  All  payments  upon  this  bond,  both  of  principal 
and  interest,  shall  be  made  without  deduction  for  any  tax  or  taxes  which 
the  Company,  its  successors  or  assigns,  inay  be  required  to  pay,  deduct  or 
retain  therefrom  under  any  present  or  future  law  of  the  United  States,  or 
of  any  state,  county  or  municipality  therein  or  of  any  foreign  country. 

This  bond   is  one  of  a  duly  authorized  issue  of  bonds  of  the  Company, 

the  aggregate  amount  whereof  is.  limited  to ,  all  of  which  are 

issued  and  to  be  issued  under  and  in  pursuance  of,  and  are  to  be  secured 

ratably  by,  and   are  subject   to,   an   indenture   dated    ,  A.  D. 

19.  .  .  .,  duly  executed  by  the  Company  to  the  Trust  Com- 
pany, as  Trustee,  and  to  a  supplemental  indenture  dated , 

19.  .  .  .,  to   Mortgage  and  Trust  Company,  successor  trustee, 

to  which  indentures  reference  is  hereby  specifically  made  for  a  statement 
of  the  nature  and  extent  of  the  security,  the  rights  of  the  holders  of  the 
bonds  under  the  same,  and  the  terms  and  conditions  upon  which  the  bonds 
are  issued  and  secured. 

No  recourse  shall  be  had  for  the  payment  of  the  principal  or  interest  of 
this  bond  against  any  stockholder,  officer  or  director  of  the  Company,  by 
virtue  of  any  statute  or  by  enforcement  of  any  assessment  or  otherwise; 
any  and  all  liability  of  stockholders,  directors  and  officers  of  the  Company 
being  hereby  released. 

This  bond  shall  pass  by  delivery  unless  registered  in  the  owner's  name 
on  the  books  of  the  Company  at  its  office  or  agency  in  said  City  of 
,  such  registry  being  noted  on  the  bond  by  the  bond  registrar 


BOND  IJ^SUES.  1279 

of  the  fonipaiiy,  after  which  no  transfer  shall  be  valid  unless  made  on 
said  hooks  in  tii6  manner  prescribed  in  said  indenture  and  similarly  noted 
on  the  bond;  but  the  same  may  be  discharged  from  re;^istry  by  being 
transferred  in  like  manner  to  bearer,  after  which  transferability  by  de- 
livery shall  be  restored;  but  again,  from  time  to  time,  it  may  be  registered 
or  transferred  to  bearer  as  before.  Such  registration,  however,  shall  not 
affect  the  transferability  of  the  coupons  for  the  interest  hereon,  by  de- 
livery merely,  and  payment  to  the  bearer  thereof  sliall  discharge  the 
Company  in  respect  of  the  interest  therein  mentioned  whether  or  not  the 
bond  shall  have  been  registered. 

Neither  tiiis  bond  nor  any  coupon  for  interest  thereon  shall  become 
or  be  valid  until  the  bond  shall  have  been  authenticated  by  the  certificate 
endorsed  hereon  duly  signed  by  the   Trustee  under  said   indentures. 

This   bond   is  redeemable   at   any   interest   period   upon   payment   of   the 

principal  and  interest  then  due  and  a  premium  of   per  cent 

upon  the  principal  as  provided  by  the  terms  of  the  mortgage. 

No  action  or  proceeding  at  law  or  in  equity  shall  be  instituted  or  shall 
be  maintainable  upon  this  bond  or  upon  any  of  the  coupons  hereof  for 
the  enforcement  or  collection  of  interest  or  for  maturing  the  principal 
thereof  by  reason  of  any  default  in  payment  of  any  instalment  of  interest 
hereon,  except  when  and  as  permitted  by  the  terms  of  said  indentures. 

In   Witness   Whereof,    The    Corporation   has   caused   these 

presents  to  be  signed  by  its  President  or  one  of  its  Vice-Presidents,  and 
its  corporate  seal  to  be  hereunto  affixed,  and  to  be  attested  by  its  Secretary 
or  by  an  Assistant  Secretary,  and  coupons  for  such  interest  bearing  the 
engraved   fac-simUe  signature   of    its   Treasurer   to   be   attached   hereto,   as 

of  the day  of ,  A.  D.  19 

The   Corporation, 

[Seal]  By , 

Attest :    ,  President. 

Secretary. 
(Form  of  Interest  Coupons.) 
No $ 

On   the    day   of    The    Corporation 

will   pay   to   the   bearer   at    its   office    or   financial   agency    in   the    City   of 

,  unless  the  bond  to  which  this  coupon  is  annexed  shall  have 

been   previously   redeemed,    dollars   in   United   States   gold 

coin,  without  deduction  for  taxes,  being  the  semi-annual  interest  then  due 
on  its  Collateral  Forty  Year Per  Cent  Gold  Bond  No 


Treasurer. 

(Form  of  Trustee's  Certificate.) 2 
This  is  to   certify  that   this  bond   is  one  of  the  bonds   described    in   the 
within  mentioned  indentures. 

Trust  Company, 

By  , 

Trust   Oflicer. 
Whereas,  at  a  meeting  of  the  stockholders  of  the  Company,  duly  called 
and  held,  the  holders  of    the  outstanding  stock  of  the  Cora- 

2 — See  generally  as  to  the  certification   of  bomls,  Cook  on   Corporations, 
S§  764,  814. 


1280    CORPORATION  FORMS  AND  PRECEDENTS 

pany,  by  their  votes  duly  authorized  the  execution  of  this  indenture,  and 
the  issue  of  the  bonds  hereby  secured,  as  herein  provided;  and 

Whereas,  at  a  meeting  of  the  Board  of  Directors  of  the  Company  said 
Board  of  Directors  duly  did  resolve  that  iu  behalf  of  the  Company  this 
indenture  be  executed  by  its  President  or  a  Vice-President;  that  the  cor- 
porate seal  be  affixed  thereto  and  be  attested  by  the  Secretary  or  an 
Assistant  Secretary,  and  that  this  indenture  be  acknowledged  and  delivered 

to    Trust  Company,  as  Trustee ;   that  the  Gold  Bonds  of  the 

Company  substantially  of  the  tenor  and  effect  set  forth  in  this  indenture 
be  executed  from  time  to  time  in  the  name  and  in  behalf  oi  the  Company 
by  the  President  or  any  Vice-President,  and  that  the  corporate  seal  be 
thereto  affixed  and  be  attested  by  the  Secretary  or  by  any  Assistant  Secre- 
tary of  the  Company;  and  that  such  bonds  be  issued,  certified  and  delivered 
in  the  manner  and  upon  the  terms  and  conditions  and  for  the  purposes  set 
forth  in  this  indenture;   and 

Whereas,  all  acts  and  things  prescribed  by  law  and  by  the  by-laws  of 
the  Company,  as  a  condition  precedent  to  the  execution  of  this  indenture 
and  the  issue  of  the  bonds  hereby  secured,  have  been  duly  performed,  and 
the  Company  has  executed  this  indenture  and  has  issued  and  delivered  to 
the  Trustee  for  certification  the  bonds  hereby  secured  in  the  exercise  of 
each  and  every  legal  right  and  power  in  it  vested ;  3 

Now,  Therefore,   This  Indenture  Witnesseth: 

That   in   order  to  secure  the  payment  of  the  principal  and  the  interest 

of  all  such  Collateral  Trust  Forty  Year Per  Cent  Gold  Bonds  of 

the  Company,  at  any  time  issued  and  outstanding  under  this  indenture, 
and  in  consideration  of  the  premises  and'  of  the  purchase  and  acceptance 
of  such  bonds  by  the  holders  thereof,  and  of  the  sum  of  one  dollar  to  it 
duly  paid  by  the  Trustee,  the  receipt  whereof  is  hereby  acknowledged: 

The  Company,  party  of  the  first  part  hereto,  has  bargained,  sold,  as- 
signed, transferred  and  set  over,  and  by  these  presents  does  bargain,  sell, 
assign,  transfer  and  set  over,  unto  the  Trustee,  party  of  the  second  part, 
and  its  successor  or  successors,  in  the  trust  hereby  created,  all  its  right, 
title  and  interest  in  and  to  the  following  bonds  and  other  securities. 

Bonds.        (Here  describe  Bonds.) 

Notes.     (Here  describe  Notes.) 

Equities.      (Here   describe   Equities.) 

(A)  Equities  in  Bonds.     (Here  describe  Equities  in  Bonds.) 

(B)  Equities  in   Notes.      (Here  describe   Equities   in   Notes.) 

All  of  said  last  mentioned  bonds  and  notes  having  been  heretofore  de- 
livered to  the  said  Trust  Company  as  security  for  the  pay- 
ment of  said  secured  loan  under  and  in  pursuance  of  the  terms  of  the 
agreement  aforesaid. 

To  have  and  to  hold  all  said  bonds  and  other  securities  hereby  assigned 
and  transferred,  and  also  all  additional  or  substituted  bonds  or  other  prop- 
erty of  any  kind  that  by  virtue  of  any  provision  hereof  hereafter  shall 
become  subject  to  this  indenture,  to  the  Trustee,  its  successors  and  assigns 
forever ; 

But  in  Trust,  Nevertheless,  under  and  subject  to  the  conditions  and  pro- 
visions hereinafter  set  forth,  and  for  the  equal  and  proportionate  benefit 

3 — See  as  the  formalities  of  issuing  bonds  and  mortgages.  Cook  on  Corpo- 
rations, §§  777,  810;  Clark  &  M.,  Corp.,  §§  183,  192. 


BOND  ISSUES.  1281 

and  security  of  all  present  and  future  holders  of  the  bonds  and  interest 
obligations  issued  under  and  secured  by  this  indenture,  and  for  the  en- 
forcement of  the  payment  of  such  bonds  and  interest  obligations  when 
payable,  in  accordance  with  the  provisions  of  such  bonds  and  interest 
obligations  and  of  this  indenture,  without  preference,  priority  or  distinction 
as  to  lien  or  otherwise  of  any  one  bond  over  any  othfr  bond,  by  reason  of 
priority  in  the  issue  or  negotiation  thereof,  or  by  reason  of  any  other 
cause;  and  after  payment  of  the  principal  and  interest  of  such  bonds  and 
interest  obligations  or  after  provision  for  the  satisfaction  thereof,  as  here- 
inafter authorized,  then  upon  the  further  trusts  hereinafter  set-  forth. 
And  it  is  Hereby  Covenanted  and  Declared  that  all  such  Collateral  Trust 

forty  year    '.  .  ,    per  cent  gold  bonds  with  the  coupons  for   interest 

thereon  are  to  be  issued,  certified  and  delivered,  and  that  the  assignment 
and  transfer  of  such  bonds,  securities  and  other  property  to  the  Trustee 
under  this  indenture  is  subject  to  the  further  covenants,  conditions,  uses 
and   trusts   hereinafter  set   forth,   namely: 

Article  I. 

Section  1.  The  amount  of  bonds  hereby  secured  which  may  be  executed 
by  the  Company  and  which  may  be  certified  by  the  Trustee  is  limited  bo 
that  never  at  any  time  shall  there  be  outstanding  bonds  hereby  secured 
for  an  aggregate  principal  sum  exceeding  $ * 

Sec.  2.     The  bonds  authorized  to  be  issued  under  and  to  be  secured  by 

this  indenture,   to  the  aggregate  principal  sum   of  $ as 

Boon  as  may  be  after  the  execution  of  this  indenture,  upon  the  deposit  with 
the  Trustee  of  the  bonds  and  other  securities  hereinbefore  enumerated 
(other  than  those  securities  enumerated  after  the  title  "Equities"),  shall 
be  delivered  to  the  Trustee  for  certification,  and  shall  by  the  Trustee  be 
certified  and  delivered  to  the  Treasurer  of  the  Company  or  upon  his  ordei:, 
evidenced  by  resolution  of  the  Board  of  Directors  of  the  Company.  A 
copy  of  any  such  resolution,  certified  by  the  Secretary  under  the  corporate 
seal,  shall  be  full  authority  and  protection  to  the  Trustee  for  the  certifica- 
tion and  delivery  of  such  bonds,  and  the  Trustee  shall  be  in  no  wise  liable 
or  responsible  for  the  use  of  any  of  the  said  bonds  or  their  proceeds  after 
such  certification  and  delivery. 

Sec.  3.  Only  such  of  said  bonds  as  shall  bear  thereon  a  certificate  sub- 
stantially in  the  form  hereinbefore  recited,  duly  executed  by  the  Trustee, 
shall  be  secured  by  this  indenture,  or  shall  be  entitled  to  any  lien  or  benefit 
thereunder.  No  such  bond  nor  any  coupon  thereunto  attached  shall  be 
valid  for  any  purpose  until  such  certificate  sTiall  have  been  duly  endorsed 
on  such  bond.  Every  such  certificate  of  the  Trustee  upon  any  bond  exe- 
cuted by  the  Company  shall  be  the  conclusive  evidence  that  the  bond  so 
certified  was  duly  issued,  and  that  the  same  is  entitled  to  the  benefit  of 
the  trust  hereby  created.^ 

Sec.  4.  In  ease  any  bond  issued  hereunder  with  the  coupons  thereto 
appertaining  shall  become  mutilated  or  shall  be  destroyed,  the  Company 
(upon  receipt  of  evidence  satisfactory  to  it  of  the  destruction  of  such 
bond  and  its  coupons,  and  upon  receipt  also  of  satisfactory  indemnity),  in 

4 — See  as  to  over-issue  of  bonds,  Cook  on  Corporations,  §  700;  Clark  &  M., 
Corp.,  §  183. 

5 — See  as  the  certification  of  bonds,  Cook  on  Corporations,  §§  764,  814. 


1282     CORPORATION  FORMS  AND  PRECEDENTS. 

its  discretion,  niav  execute,  and  thereupon  the  Trustee  may  certify  and 
deliver,  a  new  bond  of  like  tenor  and  date  in  exchange  and  substitution 
for  the  bond  lost  or  destroyed,  and  upon  cancellation  of  the  mutilated 
bond  and  its  coupons.^ 

Sec.  5.  Until  the  said  bonds  intended  to  be  secured  hereby  can  be  en- 
graved and  prepared»the  Company  may  execute  and  deliver  to  the  Trustee 
one  or  more  printed  or  lithographed  non-negotiable  bonds,  substantially 
of  the  tenor  of  the  bonds  hereinbefore  recited,  and  bearing  interest  at  the 

same  rate,  for  the  payment  of dollars   ($ )   and 

to  be  cancelled  upon  the  delivery  to  the  Trustee  of  the  engraved  bonds; 
and  the  Company  shall,  upon  such  delivery,  issue  its  negotiable  interim 
receipts  or  certificates  to  said  amount,  authenticated,  and  delivered  to  the 
Company  by  the  Trustee  in  compliance  with  a  resolution  of  the  Board  of 
Directors  as  provided  for  by  Section  2  of  this  Article  and  with  the  same 

effect.    All  such  interim  receipts  or  certificates  shall  be  dated  the 

day    of    ,    19.  . .  .,    and    shall    be    exchangeable    for    engraved 

bonds  to  be  issued  hereunder,  and,  upon  any  such  exchange,  such  receipts 
or  certificates  shall  be  forthwith  cancelled  by  the  Trustee  and  delivered  to 
the  Company  for  destruction.  Until  so  exchanged,  the  said  receipts  or  cer- 
tificates, and  the  temporary  non-negotiable  bond  or  bonds  represented  by 
them  shall  be  entitled  to  the  lien  and  security  of  these  preseats  in  the 
same  respect  as  bonds  issued  and  certified  hereunder  would  be,  and  interest 
when  and  as  payable  shall  be  paid  and  endorsed  thereon.  As  long  as  any 
such  receipts  or  certificates  are  outstanding  a  corresponding  amount  in 
face  value  of  engraved  bonds  shall  be  withheld  from  certification  by  the 
Trustee. 

Sec.  6.  Nothing  in  this  indenture,  or  in  the  bonds  issued  hereunder, 
expressed  or  implied,  is  intended,  or  shall  be  construed,  to  give  to  any 
person  or  corporation  other  than  the  parties  hereto,  and  the  holders  of 
bonds  issued  under  and  secured  by  this  indenture,  any  legal  or  equitable 
Tight,  remedy  or  claim  under  or  in  respect  of  this  indenture,  or  under  any 
covenant,  condition  or  provision  herein  contained;  all  its  covenants,  con- 
ditions and  provisions  being  intended  to  be,  and  being,  for  the  sole  and 
exclusive  benefit  of  the  parties  hereto,  and  of  the  holders  of  the  bonds 
hereby  secured. 

Article  II. 
Section  1.  The  Company  covenants  as  follows:  Duly  and  punctually 
to  pay  the  principal  and  interest  of  every  bond  issued  hereunder  in  gold 
coin  of  the  United  States  of  the  present  standard  of  weight  and  fineness, 
at  the  dates  and  the  place  and  in  the  manner  mentioned  therein  or  in  the 
coupons  thereto  belonging,  according  to  the  true  intent  and  meaning 
thereof,  without  deduction  for  any  tax  or  taxes  which  the  Company,  its 
successors  or  assigns,  may  be  required  to  pay,  deduct  or  retain  therefrom, 
under  any  present  or  future  law  of  the  United  States,  or  of  any  State, 
county  or  municipality  therein,  or  of  any  foreign  country.  The  interest 
on  said  bonds  shall  be  payable  only  upon  presentation  and  surrender  of 
the  several  coupons  for  such  interest  as  they  respectively  mature,  and 
when  paid  such  coupons  shall  forthwith  be  cancelled. 7 

6 — See  generally  as  to  lost  and  stolen  bonds,  Cook  on  Corporations,  §  797. 
7 — See  as  to  payment  of  bonds  and  coupons,  Cook  on  Corporations,  §  797. 


BOND  ISSUES.  1283 

The  Company  will  not  siiflVr  or  jXTinit.  the  ••ontinuance  of  any  default 
in  the  performance  or  observance  of  the  co' enants  or  conditions  of  this 
indenture. 

The  Company  will  not  pay  any  interest  on  its  income  bonds  or  declare 
any  dividend  on  any  shares  of  its  capital  stock  while  any  default  shall 
exist  in  the  payment  of  the  interest  on  any  of  the  bonds  hereby  secured. 

At  all  times  until  the  payment  of  the  principal  of  the  bonds  secured 
by  this  indenture,  the  Company  will  keep  an  office  or  agency  in  the  City 

of   ,  where  bonds  and   interest  coupons   may  be  presented  for 

payment,  and  where  notices  or  demand.?  in  respect  of  such  bonds  or  interest 
coupons  may  lie  served,  and,  from  time  to  time,  the  Company  will  give 
written  notice  to  tlie  Trustee  of  the  place  of  such  office  or  agency.  In 
case  the  Company  shall  fail  to  do  so,  presentation  and  demand  may  be 
made,  and  notices  may  be  served,  at  the  office  of  the  Trustee  in  the  City 
of   " 

Sec.  2.  The  Company,  at  an  office  or  agency  to  be  maintained  by  it  in 
the  City  of ,  will  keep  a  register  or  registers  for  the  registra- 
tion and  transfer  of  bonds  issued  hereunder,  in  which  it  will  register, 
subject  to  such  reasonable  regulations  as  it  may  prescribe,  all  such  bonds 
as  may  be  presented  for  registration  or  transfer,  and  such  register  or 
registers  at  all  reasonable  times  shall  be  open  to  the  inspection  of  the 
Trustee. 

Upon  presentation  to  the  bond  registrar  of  the  Company,  at  the  place 
where  such  register  shall  be  kept,  of  any  such  bond,  accompanied  by  de- 
livery of  a  written  instrument  of  transfer  in  a  form  approved  by  the 
Company,  executed  by  the  registered  holder,  such  bond  may  be  transferred 
upon  such  register  by  the  registered  holder,  in  person  or  by  attorney,  and 
such  transfer  shall  be  noted  by  such  bond  registrar  upon  the  bond.  The 
registered  holder  of  any  such  registered  bond  also  shall  have  the  right  to 
cause  the  same  to  be  registered  as  payable  to  bearer,  in  which  case  trans- 
ferability by  delivery  shall  be  restored,  and  thereafter  the  principal  of 
such  bond  when  due  shall  be  payable  to  the  person  presenting  the  bond ; 
but  any  such  bond  registered  as  payable  to  bearer  may  be  registered  again 
in  the  name  of  the  holder  with  the  same  eff^ect  as  a  first  registration 
thereof.  Successive  registrations  and  transfers  as  aforesaid  may  be  made 
from  time  to  time  as  desired;  and  each  registration  of  a  bond  shall  be 
noted  by  the  bond  registrar  on  the  bond. 

Eegistration  of  any  bond,  however,  shall  not  affect  the  transferability 
of  any  coupon  thereto  belonging,  by  delivery  merely,  and  payment  to  the 
bearer  of  any  such  coupon  shall  discharge  the  Company  in  respect  of  the 
interest  therein  mentioned,  whether  or  not  the  bond  shall  have  been 
registered.8 

Sec.  3.  The  Company,  from  time  to  time,  will  pay  and  discharge  or 
cause  to  be  paid  and  discharged  all  taxes,  ass'^ssments,  imposts  and  gov- 
ernmental charges  lawfully  imposed  upon  the  bonds,  and  other  property 
at  any  time  subject  to  this  indenture,  or  upon  any  part  thereof,  or  upon 
the  income  or  profits  thereof,  so  that  the  lien  and  priority  of  this  indenture 
shall  be  fully  preserved  in  respect  of  such  bonds  and  other  property: 
Provided,  however,  that  the  Company  shall  have  the  right  in  good  faith  to 

8 — See  as  to  registration  of  bonds,  Cook  on  Corporations,  §  767. 


1284    CORPORATION  FORMS  AND  PRECEDENTS. 

contest  by  legal  proceeding  any  such  tax,  assessment,  impost,  or  govern- 
mental charge,  and  pending  such  contest  may  delay  or  defer  the  payment 
thereof.9 

Sec.  4.  The  Company,  its  successors  and  assigns,  from  time  to  time, 
on  written  demand  of  the  Trustee  or  its  successors,  will  make,  do,  execute, 
acknowledge  and  deliver  all  such  further  acts,  deeds,  conveyances  and 
assurances  as  may  be  reasonably  required  for  effectuating  the  intention 
of  these  presents,  and  for  better  assuring  or  confirming  unto  the  Trustee 
and  its  successors  in  the  trust  hereby  created,  upon  the  trusts  and  for  the 
purposes  therein  expressed  all  and  singular  the  property  hereby  assigned 
and  transferred,  to  the  Trustee  or  intended  so  to  be. 

Sec.  5.  In  order  to  prevent  any  accumulation  after  maturity  of  cou- 
pons, the  Company  agrees  and  covenants  that  it  will  not  directly  or 
indirectly  extend  or  assent  to  the  extension  of  the  time  for  payment  of 
any  coupon  secured  hereby;  and  that  it  will  not  directly  or  indirectly  be 
a  party  to  or  approve  any  such  arrangement  by  purchasing  or  funding 
su«h  coupons,  or  in  any  other  manner.  In  case  the  time  for  payment 
of  any  such  coupon  or  claim  for  interest  shall  be  so  extended,  whether 
or  not  such  extension  be  by  or  with  the  consent  of  the  Company,  such 
coupon  shall  not  be  entitled  in  case  of  default  hereunder,  to  the  benefit 
or  security  of  this  indenture  except  subject  to  the  prior  payment  in 
full  of  the  principal  of  all  bonds  issued  hereunder  then  outstanding  and 
of  all  matured  coupons,  the  payment  of  which  has  not  been  so  extended. 

Article  III. 

Section  1.  It  is  hereby  expressly  agreed  that  while  and  so  long  as 
the  Trustee  shall  have  received  no  written  notice  of  a  default  in  the  pay- 
ment of  the  principal  or  interest  of  any  of  the  bonds  secured  hereby,  or 
unless  the  Company  shall  have  passed  into  the  hands  of  a  receiver,  the 
Trustee  shall  detach  and  deliver  to  the  Company  all  coupons  as  the  same 
may  mature,  upon  bonds  deposited  and  pledged  under  this  indenture,  and 
will  also  make  and  deliver  to  the  Company  such  orders  or  assignments  as 
may  be  necessary  in  order  to  enable  the  Company  to  receive  and  collect 
any  payments  made  for  or  on  account  of  the  interest  of  any  other  obli- 
gation deposited  or  pledged  with  the  Trustee  hereunder  as  part  of  the 
security  hereof. 

Sec.  2.  In  case,  while  and  so  long  as  there  shall  be  no  default  here- 
under, any  sum  shall  be  paid  on  account  of  the  principal  of  any  bonds  or 
other  obligations  at  any  time  held  by  the  Trustee,  subject  to  the  lien  of 
this  indenture,  or  in  ease  any  sum  shall  be  paid  on  account  of  the  interest 
on  any  such  bonds  or  obligations  out  of  the  proceeds  of  the  property 
covered  by  any  mortgage  or  other  indenture  securing  such  bonds  or 
obligations,  or  in  case  upon  the  dissolution  or  liquidation  of  any  Com- 
pany any  sum  shall  be  paid  upon  any  obligations  or  claims  subject  to  this 
indenture,  then  in  such  ease  any  such  sum  shall  be  collected  and  received 
by  the  Trustee,  and  shall  be  held  by  it  upon  the  same  terms  and  con- 
ditions and  for  the  same  purposes  as  prescribed  in  respect  of  funds  arising 
under  the  provisions  of  Articles  IV  and  VII  hereof.io 

9— See  as  to  covenant  to  pay  taxes,  insurance,  etc.,  Cook  on  Corporations, 
§  799. 

10 — See  as  to  the  right  of  the  mortgagor  to  retain  possession  until  default, 
Cook  on  Corporations,  §  796. 


BOND  ISSUES.  1285 

Sec.  3.  The  Trustee,  with  the  consent  of  the  Company,  at  any  time 
may  take  such  steps  as  in  its  discretion  shall  be  necessary  to  protect  its 
interests  hereunder  in  respect  of  any  bonds,  or  obligations  subject  to  the 
lien  hereof,  and  for  that  purpose  it  may  join  in  any  plan  of  reorganiza- 
tion, readjustment  or  refunding  in  respect  of  any  such  bonds  and  may 
accept  new  securities  issued  in  exchange  therefor  under  such  plan;  but  in 
case  the  Company  shall  be  in  default  in  the  performance  of  any  covenant 
in  this  indenture  contained,  the  Trustee  shall  be  entitled  to  take  such 
steps  without  the  consent  of  the  Company. 

Sec.  4.  In  case  default  shall  be  made  in  the  payment  of  the  prin- 
cipal or  interest  of  any  of  the  bonds  or  obligations  at  any  time  subject 
to  the  lien  of  this  indenture,  or  of  other  bonds  or  obligations  secured  by 
the  same  mortgage  or  lien  as  such  bonds  or  obligations  held  by  the  Trus- 
tee, then  in  any  such  case,  the  Trustee  may  in  its  discretion,  cause  proper 
proceedings  to  be  instituted  and  prosecuted  in  some  court  of  competent 
jurisdiction  to  foreclose  or  enforce  the  mortgage,  or  lien,  by  which  such 
bonds  or  obligations  in  default  are  secured. 

Sec.  5.  In  case  any  property  covered  by  a  mortgage  securing  any 
bonds,  or  subject  to  any  lien  for  the  payment  of  any  obligation  held  by 
the  Trustee  hereunder,  shall  be  sold  upon  foreclosure  of  such  mortgage, 
or  by  enforcement  of  such  lien,  then  in  any  such  case,  if  the  property 
of  such  company,  or  the  property  sold,  can  be  acquired  by  crediting  on 
the  bonds,  obligations,  or  claims  held  by  the  Trustee  hereunder  any  sum 
accruing  or  to  be  received  thereon  out  of  the  proceeds  of  such  property, 
and  paying  not  more  than  fifteen  per  cent,  of  the  price  of  such  property 
in  cash,  the  trustee  in  its  discretion  may,  but  if  by  the  Company  requested 
in  writing  and  provided  with  the  amount  of  cash  necessary  therefor,  the 
Trustee  in  every  case  shall  purchase,  or  cause  to  be  purchased,  or  per- 
mit the  Company  to  purchase,  such  property,  in  the  name  or  in  behalf 
of  some  other  corporation  organized  or  to  be  organized  for  that  purpose, 
or  whose  bonded  debt,  if  any,  shall  already  be  held,  or  shall  be  received 
and  held  by  the  Trustee,  and  shall  be  held  for  the  Company  but  sub- 
ject to  the  lien  of  this  indenture,  and  shall  use,  or  permit  the  Company 
to  use  such  bonds,  obligations,  and  claims,  go  far  as  may  be,  to  make 
j)ayment  for  such  property."- 

Sec.  6.  The  Company  covenants  that,  on  demand  of  the  Trustee,  it, 
the  Company,  forthwith  will  pay  or  satisfactorily  provide  for  all  expendi- 
tures incurred  by  the  Trustee  under  any  of  the  provisions  of  this  sec- 
tion, including  all  sums  required  to  obtain  and  perfect  the  ownership 
and  title  to  any  property  which  the  Trustee  shall  purchase  or  cause 
to  be  purchased  pursuant  to  the  provisions  of  this  section;  and  in  case 
the  Company  shall  fail  so  to  do,  then  without  impairment  of,  or  prej- 
udice to,  any  of  its  rights  hereunder  by  reason  of  the  default  of  the 
Company,  the  Trustee,  in  its  discretion,  may  advance  all  such  expenses 
and  other  moneys  required,  or  may  procure  such  advances  to  be  made 
by  others,  and  for  the  repayment  in  six  months  thereafter,  with  interest, 
of  such  advances  made  by  the  Trustee,  or  by  others  at  its  request,  the 
Trustee   shall   have  a  lien   prior  to   the  lien   of  this  indenture,   on  all  the 

11— See  as  to  the  right  of  the  trustee  to  protect  the  mortgaged  property, 
etc.,  Cook  on  Corporations,  §  816. 


1286    CORPORATION  FORMS  AND  PRECEDENTS. 

bouds,  obligations  and  other  property  in  respect  of  which  such  advances 
were  made,   and  the   proceeds  thereof. 

Sec.  7.  In  case  the  Trustee  shall  not  purchase  or  cause  to  be  pur- 
chased the  property  sold  at  any  such  sale,  and  shall  not  join  in  a  plan  of 
reorganization  as  aforesaid  in  respect  of  such  bonds,  then  the  Trustee 
shall  receive  any  portion  of  the  proceeds  of  the  sale  accruing  on  the 
bonds  and  obligations  by  it  held  hereunder,  and  such  proceeds  shall  be 
held  by  it  upon  the  same  terms  and  conditions  and  for  the  same  purposes 
as  prescribed  in  respect  of  funds  arising  under  the  provisions  of  Articles 
IV  and  VII  hereof. 

Sec.  8.  In  case  it  shall  hereafter  be  deemed  desirable  by  the  Com- 
pany that  the   Company,  the    

Company,   the    Company,   or   any   other   company, 

any  of  whose  bonds  are  subject  to  the  lien  of  this  indenture,  should 
execute  conveyances,  leases  or  transfers  of  any  lands  or   interests  therein 

owned  by  any  of  the  said  companies  to  the   

Company  freed  and  released  from  the  mortgage  incumbrances  thereon ; 
and  in  case  the  Company  shall  desire  for  the  purpose  of  effecting  such 
conveyance,  lease  or  transfer,  to  procure  the  consent  of  the  Trustee  here- 
under, or  to  procure  a  request  from  the  said  Trustee  to  any  of  the  trus- 
tees   under    the    several    mortgages,    securing    bonds,    upon    lands    of    the 

said  companies,  to   execute  and  deliver  from  time  to  time  to  the   

■ Company,  releases  of  the  land  or  interest  therein 

specified  in  such  request  freed  from  the  mortgage  charge  thereon,  then 
upon  the  written  request  of  the  Board  of  Directors  of  the  Company,  evi- 
denced by  the  resolution  of  the  said  Board,  to  the  Trustee  under  this 
indenture,  said  Trustee  shall  comply  with  such  request  and  authorize 
such  conveyance,  lease  or  transfer,  and  shall  give  its  request  or  consent 
as  Trustee  under  this  indenture  to  the  trustee  or  trustees  under  the 
mortgage  or  mortgages  securing  said  bonds  of  any  of  said  companies  and 
the  Trustee  shall  produce  the  bonds  of  the  company  whose  lands  or  inter- 
est therein  is  to  be  conveyed,  transferred  or  released  and  allow  the  trustee 
of  the  mortgage  securing  the  same  to  stamp  the  fact  of  such  conveyance, 

lease  or  transfer  thereon;  and  in  case  lands  of  the  

Company  or  the    Company  are  also  to  be 

conveyed,  leased  or  transferred,  the  Trustee  shall  authorize  the   

Trust    Company    of    

trustee  under  the  mortgages  securing  the  bond  issue  of  the   

Company  to  stamp  upon   the  bonds  of  the  said 

Company,   or  the    Conijiany,  the 

fact  of  such  conveyance,  lease  or  transfer. 

A  copy  of  a  resolution  of  the  Board  of  Directors  of  the  Company,  cer- 
tified by  its  Secretary,  shall  be  full  authority  and  protection  to  the 
Trustee  for  any  action  taken  under  this  section. 

Article  IV. 

The  Company  may  at  any  interest  period  before  the  maturity  of  the 
Vionds  redeem  and  pay  any  or  all  of  said  bonds  outstanding  hereunder  and 
secured  hereby  at  a  premium  of  per  cent.  Such  redemp- 
tion shall  be  provided  for  and  made  by  depositing  with  the  Trustee,  in 
gold   coin   of  the  United   States  of   America,  of   or  equal   to  the  present 


BOND  ISSUES.  1287 

standard  of  weight  and  fineness,  or  its  equivalent,  such  sum  as  may  be 
suHicient  to  pay  the  principal,  together  with  the  accrued  interest  and  a 
premium  of per  cent,  upon  the  bonds  to  be  redeemed,  pro- 
vided  that   the  Company  shall  by  publication   in  at  least  two  newspapers 

in  the  Cities  of   and    once  a  week  for   

successive  weeks  preceding  such  date  have  given  prior  notice  of  its  inten- 
tion so  to  pay  and  redeem  the  said  bonds,  specifying  the  date  of  such 
redenijition.  On  the  day  specified  in  such  notice  the  principal  of  all 
outstanding  bonds  hereunder,  together  with  the  said  premiums  thereon 
and    the   accrued   interest   to   such   date   of   redemption,   shall   become   and 

be  due  and  payable  at  the  office  of  the  Trustee  in  the  City  of 

and  all  interest  thereon  and  lien  and  rights  under  this  trust  agreement 
as  against  the  pledged  securities  and  properties,  shall  cease  if  the 
deposit  shall  have  been  made  as  hereinbefore  provided  in  that  respect.  In 
case  less  than  all  of  said  bonds  are  to  he  redeemed,  the  Comjiany  shall 
notify  the  Trustee  of  the  face  amount  of  bonds  it  desires  to  redeem,  and 
the  Trustee  shall,  upon  the  request  of  the  Company  and  in  the  presence 
of  one  of  its  officers,  determine  by  drawing  by  lot  the  numbers  of  the 
bonds  so  to  be  redeemed.  All  bonds  redeemed  and  paid  as  hereinbefore 
provided  shall  forthwith  be  cancelled  in  the  presence  of  a  representa- 
tive of  the  Trustee  and  a  representative  of  the  Company  and  the  Trus- 
tee shall  thereupon  note  upon  the  trust  agreement  the  fact  of  such  can- 
cellation, together  with  a  memorandum  of  the  numbers  of  the  collateral 
notes  so  cancelled  and  the  Trustee  shall  thereupon  deliver  the  bonds  so 
cancelled  to  the  Company.  If  any  holder  of  the  bond  or  bonds  so  called 
for  redemption  does  not  present  his  or  her  bonds  for  payment  upon  the 
day  named,  the  Trustee  shall  retain  the  proportion  of  the  fund  repre- 
sented by  such  bond  or  bonds  as  a  special  trust  fund  for  the  redemption 
of  such  bond  or  bonds  and  shall  pay  over  the  same  to  the  lawful  holder 
thereof  upon  presentation  at  any  time  thereafter. 

Anything  herein  contained  to  the  contrary  notwithstanding,  the  Com- 
pany may  at  any  time  prior  to 'the  maturity  of  said  bonds,  purchase 
or  otherwise  ac(|uire  any  or  all  of  said  bonds  outstanding  which  said 
bonds  so  purchased  or  acquired  and  any  of  said  bonds  which  may  have 
been  redeemed  by  the  Company,  as  in  this  Trust  Agreement  provided, 
shall  be  available  to  the  Company  when  accompanied  by  all  unmatured 
coupons  to  secure  the  withdrawal  and  release  from  the  lien  and  trusts 
of  this  Trust  Agreement  of  a  proportionate  amount  of  the  securities 
pledged  hereunder,  in  accordance  with  the  provisions  of  Article  VII  here- 
of, and  the  Trustee  shall,  upon  delivery  to  it  by  the  Company  of  any  bonds 
issued  hereunder  so  purchased,  acquired  or  redeemed  by  it  with  all 
unmatured  coupons  thereunto  appertaining,  cancel  said  bonds  and  coupons, 
provided  the  same  have  not  already  been  cancelled  at  the  time  of  the 
redemption  thereof,  and  release  from  the  lien  and  trusts  of  this  Trust 
Agreement  and  deliver  to  the  Company,  in  accordance  with  the  pro- 
visions of  Article  VII  hereof,  all  securities  deposited  and  pledged  here- 
under and  shall  note  upon  this  Trust  Agreement  the  amount  of  said 
bonds  so  released  and  delivered  to  the  Company. 

Article  V. 
Section    1.     No    coupon    belonging    to    any    bond    secured    hereby    which 
in  any  way  at  or  after  maturity  shall  have  been  transferred  or  pledged, 


1288    CORPORATION  FORMS  AND  PRECEDENTS. 

\ 

separate  and  apart  from  the  bond  to  which  it  relates,  shall,  unless  accom- 
panied by  such  bond,  be  entitled,  in  case  of  a  default  hereunder,  to  any 
benefit  of  or  from  this  indenture,  except  after  the  prior  payment  in  full  of 
the  principal  of  the  bonds  issued  hereunder  and  of  all  coupons  not  so  trans- 
ferred or  pledged.i2 

Sec.  2.  In  case  default  shall  be  made  in  the  payment  upon  demand 
of  any  installment  of  interest  on  any  bond  or  bonds  hereby  secured  and 
then  outstanding,  and  such  default  shall  have  continued  for  the  period 
of  six  months  then,  and  in  any  such  case,  during  the  further  continuance 
of  such  default,  the  Trustee,  upon  the  written  request  of  the  holders  of 
a  majority  in  amount  of  the  bonds  hereby  secured  and  then  outstanding, 
and  deposit  with  it  of  the  bonds  of  the  requesting  bondholders,  by  notice 
in  writing  delivered  to  the  Company  shall  declare  the  principal  of  all 
bonds  hereby  secured  and  then  outstanding  to  be  due  and  payable  imme- 
diately; and  upon  any  such  declaration  the  same  shall  become  and  be 
due  and  payable  immediately,  anything  in  this  indenture  or  in  said 
bonds  to  the  contrary  notwithstanding.is 

This  provision,  however,  is  subject  to  the  condition  that  if,  at  any 
time  after  the  principal  of  said  bonds  shall  have  been  so  declared  due 
and  payable  and  before  there  shall  have  been  any  sale  of  the  properties 
pledged  hereunder,  all  sums  payable  under  this  indenture  (except  the 
principal  of  the  bonds  hereby  secured)  shall  have  been  duly  paid  and  all 
defaults  shall  have  been  made  good,  then  and  in  every  such  case  the  hold- 
ers of  a  majority  in  amount  of  the  bonds  hereby  secured  then  outstanding 
by  written  notice  to  the  Company  and  to  the  Trustee,  may  waive  such 
default  and  its  consequences;  but  no  such  waiver  shall  extend  to  or  affect 
any  -subsequent  default,  or  impair  any  right  consequent  thereon. 

Sec.  3.  In  case  (1)  default  shall  be  made  in  the  payment  upon  demand 
of  any  installment  of  interest  on  any  bond  or  bonds  -hereby  secured 
and  then  outstanding,  and  such  default  in  the  payment  of  such  installment 
shall  have  continued  for  the  period  of  six  months,  or,  in  ease  (2)  default 
shall  be  made  in  the  'due  and  punctu£^l  payment  of  the  principal  of  any 
bond  hereby  secured,  or,  in  case  (3)  default  shall  be  made  in  the  due 
observance  or  performance  of  any  other  covenant  or  condition  herein 
required  to  be  kept  or  performed  by  the  Company,  and  such  last-mentioned 
default  shall  have  continued  for  the  period  of  six  months  after  written 
notice  thereof  to  the  Company  from  the  Trustee,  then,  and  in  every  such 
case  the  Trustee,  personally  or  by  attorney  and  in  its  discretion. 

(a)  May,  and  upon  written  request  from  the  holders  of  a  majority 
in  amount  of  the  bonds  then  outstanding  secured  hereby,  and  a  deposit 
with  it  of  such  bonds  and  indemnity  against  costs,  shall  sell  to  the  high- 
est and  best  bidder  all  and  singular  the  bonds  and  other  property  then 
covered  by  'this  indenture,  and  all  right,  title  and  interest,  claim  and 
demand  therein,  and  the  right  of  redemption  thereof,  in  one  lot  and  as  an 
entirety  or  in  sepiirate  lots  as  the  Trustee  shall  deem  best;   which  said 

sale  or  sales  shall  be  made  at  public  auction  at  such  place  in  the 

or  at  such  other  place  and  at  such  time  and  upon 

such  terms  as  the  Trustee  may  fix  and  briefly  specify  in  the  notice  of 

12 — »ee  as  to  coupons,  Cook  on  Corporations,  §  771 ;  Clark  &  M.,  Corp., 
§183c. 

13 — See  as  to  default  in  payment  of  bonds,  Cook  on  Corporations,  §  800. 


BOND  ISSUES.  1289 

BJile  to  bo  given  as  herein  [)rovi(led,  or  as  may  be  required  by  law;  n  or 

(b)  May  or  shall  under  the  conditions  prescribed  in  (a)  above  pro- 
ceed to  protect  and  enforce  its  rights  and  the  rights  of  the  bondhoMers 
under  this  indenture,  by  a  suit  or  suits  in  equity  or  at  law,  whether  for 
the  specific  performance  of  any  covenant  or  agreement  contained  herein 
or  in  aid  of  the  execution  of  any  power  herein  granted,  or  for  any  fore- 
closure hereunder,  or  for  the  enforcement  of  any  other  appropriate  legal 
or  equitable  remedy,  as  the  Trustee,  being  advised  V)y  counsel  learner!  in 
the  law,  shall  deem  most  efifectual  to  protect  and  enforce  the  rights 
aforesaid. 15 

In  case  the  Trustee  shall  have  proceeded  to  enforce  any  rights  under 
this  indenture,  by  sale,  foreclosure,  entry  or  otherwise,  and  such  pro- 
ceedings shall  have  been  discontinued  or  aVjandoned  because  of  waiver, 
or  for  any  other  reason,  or  shall  have  been  determined  adversely  to  the 
Trustee,  then  and  in  every  such  case  the  Company  and  the  Trustee  shall 
be  restored  to  their  former  positions  and  rights  hereunder  in  respect  of 
the  mortgaged  premises,  and  the  bonds  and  other  property  subject  or  to 
be  subject  to  this  indenture,  and  all  rights,  remedies  and  powers  of  the 
Trustee  shall  continue  as  though  no  such  proceeding  had  been   taken. 

Sec.  4.  Notice  of  any  such  sale  pursuant  to  any  provision  of  this 
indenture  shall  state  the  time  and  place  when  and  where  the  same  is  to 
be  made,  and  shall  contain  a  brief  general  description  of  the  property  to 
be  sold,  and  shall  be  published  once  in  each  week,  for  four  successive 
weeks  prior  to  such  sale  in  two  daily  newspapers  published  in  the  City  of 
,  State  of  ,  and  in  two  daily  news- 
papers published  in  the  City  of   ,  State  of   

Anything  in  this  indenture  contained  to  the  contrary  notwithstand- 
ing, the  holders  of  a  majority  in  amount  of  the  bonds  hereby  secured 
and  then  outstanding,  deposited  as  aforesaid  from  time  to  time  shall  have 
the  right  to  direct  and  to  control  the  method  and  place  of  conducting  any 
and  all  proceedings  for  any  sale  of  the  property  subject  to  this  indenture 
or  for  the  foreclosure  of  this  indenture  or  for  the  appointment  of  a 
receiver,  or  any  other  proceeding  hereunder. 

The  Trustee,  from  time  to  time,  may  adjourn  any  sale  by  it  to  be 
made  under  the  provisions  of  this  indenture,  by  announcement  at  the  time 
and  place  appointed  for  such  sale  or  for  such  adjourned  sale  or  sales; 
and,  without  further  notice  or  publication,  it  may  make  such  sale  at  the 
time  and  place  to  which  the  same  shall  be  so  adjourned. 

Sec.  5.  Upon  the  completion  of  any  sale  or  sales  under  this  indenture, 
the  Trustee  shall  execute  to  the  accepted  purchaser  or  purchasers  proper 
assignments  and  transfers  of  the,  property  sold  and  shall  deliver  to  the 
accepted  purchaser  or  purchasers  any  of  the  property  so  sold  that  then 
shall  be  in  the  possession  of  the  Trustee  hereunder. 

The  Trustee  and  its  successors  hereby  are  appointed  the  true  and 
lawful  attorneys  irrevocable  of  the  Company,  in  its  name  and  stead  to 
make  all  necessary  transfers  aforesaid,  and  for  that  purpose  it  and  they 
may    «xecute    all    necessary    acts    of    assignment    and    transfer,    the    Coni- 

14 — See  as  to  the  power  of  the  trustee  to  sell  on  default.  Cook  on  Corpo- 
rations, §§803,  820,  824. 

15 — See  as  to  the  riaht  of  the  trustee  to  sue  for  foreclosure,  etc..  Cook  on 
Corporations.  §§  803,  821,  823. 


1290    CORPORATION  FORMS  AND  PRECEDENTS. 

pany    hereby    ratifying    and    confirming    all    that    its    said    attorney    or 
attorneys  shall  lawfully  do  by  virtue  hereof. 

Any  such  sale  or  sales  made  under  or  by  virtue  of  this  indenture, 
whether  under  the  power  of  sale  hereby  granted  and  conferred  or  under 
and  by  virtue  of  judicial  proceedings  shall  operate  to  divest  all  right, 
title,  interest,  claim  and  demand  whatsoever,  either  at  law  or  in  equity, 
of  the  Company  of,  in  and  to  the  property  so  sold,  and  shall  be  a  per- 
petual bar  both  at  law  and  in  equity  against  the  Company,  its  successors 
and  assigns,  and  against  any  and  all  persons  claiming  or  to  claim  the 
property  sold,  or  auj'  part  thereof,  from,  through  or  under  the  Company, 
its  successors  or  assigns;  and  the  receipt  of  the  Trustee  for  the  consid- 
eration money  paid  at  any  such  sale  shall  be  a  sufficient  discharge  there- 
for to  the  purchaser,  without  any  liability  upon  the  part  of  the  pur- 
chaser to  see  to  the  application  of  the  purchase  money,  or  to  be  bound 
to  inquire  as  the  authorization,  necessity,  expediency  or  regularity  of 
any  such  sale.i^ 

Sec.  6.  In  case  of  such  sale  under  the  foregoing  provisions  of  this 
Article,  whether  under  the  power  of  sale  herein  granted  or  pursunnt 
to  judicial  proceedings,  the  principal  sums  of  all  the  bonds  hereby  secured,  , 
if  not  previously  due,  shall  immediately  thereupon  become  due  and  pay- 
able, anything  in  said  bonds  or  in  this  indenture  contained  to  the 
contrary  notwithstanding. 

Sec.  7.  The  moneys,  proceeds  and  avails  of  any  such  sale  under  the 
power  of  sale  herein  granted  or  pursuant  to  judicial  proceedings,  together 
with  any  other  suras  which  then  may  be  held  by  the  Trustee  under  any  of 
the  provisions  of  this  indenture,  as  part  of  the  trust  estate  or  the  proceeds 
thereof,  shall  be  applied  as  follows: 

First — To  the  payment  of  the  costs  and  expenses  of  such  sale,  including 
a  reasonable  compensation  to  the  Trustee,  its  agents,  attorneys  and  coun- 
sel, and  of  all  expenses,  liabilities  and  advances  made  or  incurred  by  the 
Trustee,  and  any  charges,  prior  to  this  indenture,  upon  the  property  sold, 
except  charges  subject  to  which  the  property  shall  have  been  sold. 

Second — To  the  payment  of  the  whole  amount  then  owing  or  unpaid 
upon  the  bonds  hereby  secured  for  principal  and  interest,  with  interest 
at  the  rate  of  five  per  cent,  per  annum  on  the  overdue  installments  of 
interest,  and  in  case  such  proceeds  shall  be  insufficient  to  pay  in  full  the 
whole  amount  so  due  and  unpaid  upon  the  said  bonds,  then  to  the  pay- 
ment of  such  principal  and  interest,  without  preference  or  priority  of 
principal  ov«r  interest,  or  of  interest  over  principal,  or  of  any  install 
ment  of  interest  over  any  other  installment  of  interest,  ratably,  to  the 
aggregate  of  such  principal  and  accrued  and  unpaid  interest. 

Third — To  the  payment  of  the  surplus,  if  any,  to  the  Company,  its 
successors  or  assigns,  or  to  whomsoever  may  be  lawfully  entitled  to  receive 
the  same.i7 

Sec.  8.  In  case  of  any  sale  hereunder,  any  purchaser,  for  the  purpose 
of  making  settlement  or  payment  for  the  property  purchased,  shall  be 
entitled  to  use  and  apply  any  bonds,  and  any  matured  and  unpaid  cou- 
pons hereby  secured,  by  presenting  such  bonds  and  coujions  in  order  that 

16 — See  as  to  right  of  redemption  from  trustee's  sale.  Cook  on  Corpo- 
rations §  824. 

17 — See  as  to  distribution  of  proceeds  of  sale.  Cook  on  Corporations,  §  850. 


BOND  ISSUES.  1291 

there  may  be  credited  thereon  the  sums  applicaljle  to  the  payment 
thereof  out  of  the  net  proceeds  of  such  sale  to  the  owner  of  such  bonds 
and  coupons,  as  his  ratable  share  of  such  net  proceeds,  after  the  deduction 
of  costs,  exjienses,  compensation,  liabilities,  advances  and  other  charges; 
and  thereupon  such  purchaser  shall  be  credited,  on  account  of  such  pur- 
chase price  payable  by  him,  with  the  portion  of  such  net  proceeds  that 
shall  be  applicable  to  the  payment  of  and  that  shall  have  been  credited 
upon  the  bonds  and  coupons  so  presented;  and,  at  any  such  sale,  any 
bondholders  may  bid  for,  and  may  purchase  such  property  and  may 
make  payment  therefor  as  aforesaid,  and  upon  compliance  with  the  terms 
of  sale,  may  hold,  retain  and  possess  and  dispose  of  such  property  in  their 
own    absolute    right,    without    further    accountability.is 

Sec.  9.  The  Company  covenants  that  (1)  in  case  default  shall  be 
made  in  the  payment  of  any  installment  of  interest  on  any  Viond  or 
bonds  at  any  time  outstanding  and  secured  by  this  indenture,  and  the 
default  in  the  payment  of  such  installment  shall  have  continued  for  the 
period  of  six  months  or  (2),  in  case  default  shall  be  made  in  the  payment 
of  the  principal  of  any  such  bonds  when  the  same  shall  become  ])ayable. 
whether  upon  maturity  of  said  bonds,  or  upon  declaration  as  authorized 
by  this  indenture,  or  upon  a  sale  as  hereinbefore  set  forth,  then,  upon 
demand  of  the  Trustee,  the  Company  will  pay  to  the  Trustee,  for  the 
benefit  of  the  holders  of  the  bonds  and  coupons  hereby  secured  then  out- 
standing, the  whole  amount  that  then  shall  have  become  due  and  pay- 
able   on    all    such    bonds    and    coupons    then    outstanding    for    interest    or 

principal  or  both,  as  the  case  may  be,  with  interest  at  the  rate  of 

per  cent,  per  annum  upon  the  overdue  principal  and  installments  of  inter- 
est; and  in  case  the  Company  shall  fail  to  pay  the  same  forthwith  upon 
such  demand,  the  Trustee,  in  its  own  name  and  as  Trustee  of  an  express 
trust,  shall  be  entitled  to  recover  judgment  for  the  whole  amount  so 
due  and  unpaid. 

The  Trustee  shall  be  entitled  to  recover  .judgment  as  aforesaid,  either 
before  or  after  or  during  the  pendency  of  any  proceedings  for  the 
enforcement  of  the  lien  of  this  indenture,  and  the  right  of  the  Trustee  to 
recover  such  judgment  shall  not  be  affected  by  any  sale  hereunder,  or  by 
the  exercise  of  any  other  right,  power  or  remedy  for  the  enforcement  of 
the  provisions  of  this  indenture  or  for  the  foreclosure  of  the  lien  thereof; 
and  in  case  of  a  sale  of  the  property  covered  by  this  indenture  and  of  the 
application  of  the  proceeds  of  sale  to  the  payment  of  the  debt  hereby 
secured,  the  Trustee,  in  its  own  name  and  as  Trustee  of  an  express  trust, 
shall  be  entitled  to  enforce  payment  of  and  to  receive  all  amounts  then 
remaining  due  and  unpaid  upon  any  and  all  of  the  bonds  issued  here- 
under and  then  outstanding,  for  the  benefit  of  the  holders  thereof,  and 
shall  be  entitled  to  recover  judgment  for  any  portion  of  the  debts  remain- 
ing, unpaid,  with  interest.  No  recovery  of  any  such  judgment  by  the 
Trustee,  and  no  lien  of  any  execution  upon  property  covered  by  this 
indenture  or  upon  any  other  property,  shall  in  any  manner  or  to  any 
extent  affect  the  lien  of  the  Trustee  upon  the  property  or  any  part  of  the 
property  covered  by  this  indenture,  or  any  rights,  powers  or  remedies  of 
the   Trustee  hereunder,   or  any   rights,  powers  or  remedies   of  the  holders 

18 — See  as  to  application  of  bonds  in  payment  of  purchase  price,  Cook  on 
Corporations,  §  887. 


1292  CORPORATION  FORMS  AND  PRECEDENTS. 

of   tbe   bonds   hereby   secured,  but   such  lien,   rights,  powers  and  remedies 
shall  continue  unimpaired  as  before. 

Any  moneys  thus  collected  by  the  Trustee  under  this  section  (after 
deducting  the  proper  charges  and  expenses  of  the  Trustee)  shall  be  applied 
by  the  Trustee  towards  payment  of  the  amount  then  due  ancl  unpaid 
upon  such  bonds  and  coupons  in  respect  of  which  such  moneys  shall  have 
been  collected,  ratably,  and  without  any  preference  or  priority  of  any 
kind,  except  as  provided  in  Section  7  of  this  Article,  according  to  the 
amounts  due  and  payable  upon  such  bonds  and  coupons,  respectively,  at 
the  date  fixed  by  the  Trustee  for  the  distribution  of  such  moneys,  upon 
presentation  of  the  several  bonds  and  coupons,  respectively,  at  the  date 
fixed  by  the  Trustee  for  the  distribution  of  such  moneys,  upon  presenta- 
tion of  the  several  bonds  and  coupons,  and  stamping  thereon  .such  pay- 
ment if  only  partially  paid,  and  upon  surrender  thereof  if  fully  paid. 

Sec.  10.  The  Company  will  not  at  any  time  insist  upon  or  plead,  or 
in  any  manner  whatever  claim,  or  take  the  benefit  or  advantage  of,  any 
stay  or  extension  law  now  or  at  any  time  hereafter  in  force,  nor  will  it 
claim,  take  or  insist  upon  any  benefit  or  advantage  from  any  law  now  or 
hereafter  in  force  providing  for  valuation  or  appraisement  of  the  jyop- 
erty  or  any  part  of  the  property  covered  by  this  indenture,  prior  to  any 
sale  or  sales  thereof  to  be  made  pursuant  to  any  provisions  herein  con- 
tained, or  to  the  decree,  judgment  or  order  of  any  court  of  competent 
jurisdiction,  nor  after  any  such  sale  or  sales  will  it  claim  or  exercise  any 
right  under  any  statute  enacted  by  any  State,  or  otherwise,  to  redeem 
the  property  so  sold  or  any  part  thereof;  and  it  hereby  expressly  waives 
all  benefit  and  advantage  of  any  such  law  or  laws;  and  it  covenants  that 
it  will  not  hinder,  delay  or  impede  the  execution  of  any  power  herein 
granted  and  delegated  to  the  Trustee,  but  that  it  will  suffer  and  permit 
the  execution  of  every  such  power,  as  though  no  such  law  or  laws  had 
been  made  or  enacted.is 

Sec.  11.  No  holder  of  any  bond  or  coupon  hereby  secured  shall  have 
any  right  to  institute  any  suit,  action  or  proceeding  in  equity  or  at  law, 
for  the  foreclosure  of  this  indenture,  or  for  the  execution  of  any  trust 
hereunder,  or  for  the  appointment  of  a  receiver,  or  for  any  other  remedy 
hereunder,  unless  such  holder  previously  shall  have  given  to  the  Trus- 
tee written  notice  of  such  default,  and  of  the  continuance  thereof,  as 
hereinbefore  provided;  nor  unless,  also,  the  holders  of  twenty-five  per 
cent,  in  amount  of  the  bonds  hereby  secured,  then  outstanding,  shall  have 
made  written  request  upon  the  Trustee  and  shall  have  offered  to  it  a 
reasonable  opportunity  either  to  proceed  to  exercise  the  powers  herein- 
before granted,  or  to  institute  such  action,  suit  or  proceeding  in  its  own 
name;  nor  unless,  also,  they  shall  have  offered  to  the  Trustee  adequate 
security  and  indemnity  against  the  costs,  expenses  and  liabilities  to  be 
incurred  therein  or  thereby  and  have  offered  to  deposit  their  bonds  with 
the  Trustee  as  aforesaid;  and  such  notification,  request  and  offer  of 
indemnity  are  hereby  declared,  in  every  such  case,  at  the  option  of  the 
Trustee,  to  be  conditions  precedent  to  the  execution  of  the  powers 
and  trusts  of  this  indenture  for  the  benefit  of  the  bondholders,  and  to 
any  action  or   cause  or   action   for   foreclosure  or  for  the   appointment   of 

19_See  as  to  waiver  of  stays,  exemptions,  etc.,  Cook  on  Corporations, 
§  797. 


BOND  ISSUES.  1293 

a  receiver  or  for  any  otber  remedy  liereunder;  it  beinj^  iimlerstood  and 
intended  that  no  one  or  more  holders  of  bonds  and  coupons  shall  have 
any  right  in  any  manner  whatever,  by  his  or  their  action,  to  affect,  dis- 
turb or  i)rcjudice  the  lien  of  this  indenture,  or  to  enforce  any  right  here- 
under except  in  the  manner  herein  provided,  and  that  all  proceedings 
at  law  or  in  equity  shall  be  instituted,  had  and  maintained  in  the  man- 
ner herein  provided,  and  for  the  equal  benefit  of  all  holders  of  such  out- 
standing bonds  and  coupons.20 

Sec.  12.  Except  as  herein  expressly  provided  to  the  contrary,  no 
remedy  herein  conferred  upon  or  reserved  to  the  Trustee,  or  to  the  bolilers 
of  bonds  hereby  secured,  is  intended  to  be  exclusive  of  any  other  remedy 
or  remedies;  and  each  and  every  such  remedy  shall  be  cumulative,  and 
shall  be  in  addition  to  every  other  remedy  given  hereunder  or  now  or 
hereafter  existing  at  law  or  in  equity  or  by  statute;  but  no  action  or 
proceeding  shall  be  instituted  or  shall  be  maintainable  by  any  bond- 
holder 0/  by  the  Trustee  upon  any  of  the  bonds  or  coupons  hereby 
secured,  or  upon  any  of  the  covenants  or  agreements  of  this  indenture,  or 
for  the  enforcement  of  the  security  of  this  indenture,  by  reason  of  any 
iefault  of  the  Company  in  the  payment  of  any  installment  of  interest 
on  any  such  bonds,  until  after  such  default  in  the  payment  of  such  install- 
ments shall  have  continued  for  the  period  of  six  months  and  no  action 
or  proceeding  shall  be  instituted  against  the  Company  by  any  bond- 
holder to  enforce  the  contractual  liability  of  the  Company  by  reason 
of  any  of  it^  covenants  and  promises  contained  in  said  bonds,  until  the 
property  covered  by  this  indenture  shall  have  been  exhausted  by  pursuit 
of  the  remedies  herein  provided. 

Sec.  13.  No  delay  or  omission  of  the  Trustee,  or  of  any  holders  of 
bonds  hereby  secured,  to  exercise  any  right  or  power  accruing  upon  any 
default  continuing  as  aforesaid,  shall  impair  any  such  right  or  power, 
or  shall  be  construed  to  be  a  waiver  of  any  such  default,  or  acquiescence 
therein;  and  every  power  and  remedy  given  by  this  Article  to  the  Trus- 
tee or  to  the  bondholders,  may  be  exercised  from  time  to  time  and  as 
often  as  may  be  deemed  expedient  'by  the  Trustee  or  by  the  bondholders. 

Article  VI. 

No  recourse  under  or  upon  any  obligation,  covenant  or  agreement 
contained  in  this  indenture,  or  in  any  bond  or  coupon  hereby  secured, 
or  because  of  the  creation  of  any  indebtedness  hereby  secured  shall  be 
had  against  any  incorporator,  stockholder,  officer,  or  director  of  the  Com- 
pany, or  of  any  successor  corporation,  either  directly  or  through  the  Com- 
l>any.  by  the  enforcement  of  any  assessment  or  by  any  legal  or. equitable 
proceeding  by  virtue  of  any  statute  or  otherwise;  it  being  expressly 
agreed  and  understood  that  this  indenture,  and  the  obligations  hereby 
secured,  are  solely  corporate  obligations,  and  that  no  personal  liability 
whatever  shall  attach  to,  or  be  incurred  by,  the  incorporators,  stock- 
holders, officers  or  directors  of  the  Company,  or  of  any  successor  cor- 
poration, or  any  of  them,  because  of  the  incurring  of  the  indebtedness 
nereby  authorized,  or  under  or  by  reason  of  any  of  the  obligations,  cove- 
nants  or  agreements  contained   in   this   indenture  or   in   any  of  the  bonds 

20 — See  as  to  restrictions  on  the  right  of  bondholders  to  foreclose,  Cook 
on  Corporations,  §§  804,  825. 


1294    CORPORATION  FORMS  AND  PRECEDENTS. 

or  coupons  hereby  secured,  or  implied  therefrom;  and  that  any  and  all 
personal  liability  of  every  name  and  nature,  and  any  and  all  rights,  and 
claims  against  every  such  incorporator,  stockholder,  officer  or  director, 
•whether  arising  at  common  law  or  in  equity,  or  created  by  statute  or 
constitution,  are  hereby  expressly  released  and  waived,  as  a  condition  of, 
and  as  part  of  the  consideration  for,  the  execution  of  this  indenture 
and  the  issue  of  the  bonds  and  interest  obligations  secured  hereby.21 

Article  VII. 

Whereas,  it  may  be  desirable  and  for  the  best  interests  of  the  Com- 
pany and  its  security  holders  to  sell  and  dispose  of  from  time  to  time 
certain  of  the  bonds  and  other  securities  deposited  and  pledged  with  the 
Trustee  hereunder  and  to  that  end  and  in  order  to  provide  for  the  with- 
drawal and  release  of  said  bonds  from  time  to  time  from  the  trusts  and 
provisions  of  this  indenture,  and  to  deterpiine  the  sum  or  price  at  which 
said  bonds  may  be  so  withdrawn,  it  is  agreed  by  and  between  the  parties 
hereto,  and  the  holders  of  all  the  bonds  issued  or  to  be  issued  under 
and  secured  by  this  indenture  as  follows,  namely:  22 

Section  1.  The  total  valuation  by  this  indenture  attributed  to  all  of 
the  bonds  deposited  and  pledged  hereunder  and  in  this  indenture  described 
for  the  purpose  of  withdrawal  from  the  Trust  hereof  shall  be  the 
total  amount  necessary  to  redeem,  as  in  this  Indenture  provided,  all  of 
the  bonds  issued  or  to  be  issued  under  the  terms  of  this  Indenture,  such 
amount  being  the  sum  of  $ 

Sec.  2.  The  valuation  attributable  to  each  class  of  bonds  and  other 
property  pledged  hereunder,  shall  for  the  purposes  of  withdrawal  as 
aforesaid,  be  as  follows: 

The  bonds  of  the  following  named  corporations,  in  the  following 
amounts : 


Sec.  3.  "While  and  so  long  as  there  shall  be  no  default  hereunder, 
the  Company  shall  have  the  right  at  any  time  or  times  by  resolution 
adopted  by  a  vote  of  at  least  two-thirds  of  all  the  members  of  its  Board 
of  Directors,  of  which  resolution  a  certified  copy  shall  be  lodged  with 
the  Trustee,  to  require  the  Trustee  to  deliver  and  the  Trustee  shall  deliver 
to  the  Company  fully  discharged  from  the  lien  and  trusts  hereof  all 
of  the  bonds  of  any  company  pledged  and  deposited  with  the.  Trustee 
hereunder,  upon  the  payment  to  the  Trustee  in  cash,  or  in  bonds  issued 
under  this  indenture  and  theretofore  redeemed  or  purchased  as.  in  this 
Indenture  provided,  equal  to  the  valuation  in  this  Indenture  attributed 
to  the  bonds  so  to  be  withdrawn,  and  any  redeemed  or  purchased 
bonds'  so  delivered  to  the  Trustee  for  the  purpose  of  securing  such 
withdrawal  and  release,  shall,  for  the  purposes  of  this  Article,  be  accepted 
and  received  by  the  Trustee  as  cash,  at  the  par  value  of  such  bonds, 
or  if  more  has  been  paid,  then  at  the  cost  of  the  same  (not  exceeding 
105  per  cent,  of  the  par  value  thereof;,  and  such  redeemed  or  purchased 
bonds,   shall   upon   their    delivery   to   the   Trustee  be   by   it   canceled    and 

21 — See  Cook  on  Corporations,  §  807. 
22, — See  Cook  on  Corporations,  §  798. 


BOND  ISSUES.  1295 

destroyed  and  the  amount  and  numbers  thereof  as  well  as  a  description 
of  the  bonds  withdrawn  and  released  shall  by  the  Trustee  be  noted  upon 
this  Indenture.  Nothing  in  this  Artifle  contained,  however,  shall  be 
construed  as  requiring  the  Trustee  to  deliver  up  physical  possession  of 
any  securities  upon  which  it  may  then  have  a  lieu  by  virtue  of  any 
other  Instrument  or  Trust  beside  the  lien  created  by  this  Indenture. 

It  is  expressly  agreed  and  understood,  however,  anything  in  this 
Indenture  contained  to  the  contrary  notwithstanding,  that  in  the  event 
of  any  sale  by  the  company  of  any  bonds  withdrawn  and  released  as 
aforesaid  from  the  Trust  and  provisions  of  this  Indenture,  all  amounts 
realized  upon  such  sale  in  excess  of  the  amount  paid  to  the  Trustee 
at  the  time  of  the  withdrawal  and  release  of  the  bonds  so  sold,  shall 
be  paid  by  the  Company  to  the  Trustee  and  shall  be  held  by  the 
Trustee  and  disposed  of  by  it  for  the  purposes  and  upon  the  conditions 
in   this  Article  prescribed. 

All  sums  of  money  paid  to  the  Trustee  upon  the  withdrawal  and 
release  of  securities  as  in  this  Indenture  provided  shall  be  applied  solely 
for  the  purpose  of  the  redemption  or  purchase  of  bonds  issued  under  this 
Indenture  as  herein  provided  and  shall  be  available  to  the  Company  for 
such   purposes  or  either   of  them. 

All  sums  of  money  received  by  the  Trustee  under  any  j)rovisions  of 
this  Article  in  excess  of  the  sums  paid  to  it  upon  the  withdrawal  of  bonds 
at  scheduled  prices  as  aforesaid,  shall  be  set  apart  and  held  in  trust  by 
the  Trustee  and  applied  to  the  purchase'  of  other  property,  real  or  per- 
sonal, for  the  benefit  of  the  Company,  or  for  the  benefit  of  any  Company 
■whose  bonds  shall  then  be  held  by  the  Trustee  hereunder,  or  to  the  pur- 
chase of  any  property  similar  to  that  owned  by  any  Company  whose 
bonds  are  pledged  hereunder,  or  applied  for  additions,  betterments  or 
improvements  of  the  property  of  the  Company,  or  of  any  such  other 
Company,  or  for  the  working  capital  thereof.  Any  such  purchase  shall 
be  made  and  any  such  other  application  of  said  moneys  shall  be  directed 
by  the  Company  and  paid  for  or  made  by  the  Trustee  out  of  such  funds 
upon  receipt  of  a  certified  copy  of  a  resolution  of  the  Board  of  Directors 
of  the  Company,  specifying  the  purpose  for  which  such  payments  are 
required  which  resolution  shall  constitute  a  sufficient  warrant,  direction 
and  justification  to  the  Trustee  for  the  expenditure  of  the  money  and 
shall  constitute  a  requirement  upon  it  that  said  money  shall  be  expended 
or  applied  for  the  purposes  and  in  the  manner  in  such  resolution  directed, 
but  without  any  liability  on  the  part  of  the  Trustee  to  see  to  the  appli- 
cation of  such  moneys 

At  the  option  of  the  Company,  expressed  by  resolution  as  above,  any 
money  received  by  the  Trustee  under  any  provisions  of  this  Article  may 
be  available  to  the  Company  to  be  used  and  applied  by  it  to  the  pur- 
chase or  redemption  of  bonds  secured  by  this  Indenture,  and  if  directed 
by  a  resolution  of  the  Board  of  Directors  of  the  Company  as  above  the 
Trustee  shall  apply  said  moneys  or  permit  the  same  to  be  applied  by 
the  Company  for  said  purposes.23 

It  is  expressly  agreed  and  understood  by  and  between  the  parties 
hereto    and    the    holders    of    all    the    bonds    issued    hereunder,    that,    any- 

23 — See  Cook  on  Corporations,  §  798. 


1296     CORPORATION  FORMS  AND  PRECEDENTS. 

thing  herein  contained  to  the  contrary  notwithstanding,  while  and  ao 
long  as  the  Company  shall  not  be  in  default  hereunder,  the  Trustee 
shall  not  be  required,  nor  shall  it  be  any  part  of  its  duty  as  Trustee 
hereunder  to  institute  any  prpceediugs  or  take  any  action  whatsoever 
in  respect  to  the  demand  or  other  notes,  bonds  or  obligations  deposited 
•with  it  and  in  this  Indenture  specifically  described,  either  for  the  col- 
lection of  the  principal  thereof  or  the  interest  thereon  or  otherwise, 
and  either  against-  the  maker  or  makers  of  said  notes  or  the  endorsers 
or  guarantors  thereof  unless  required  to  take  such  action  by  the  Com- 
j  any.  And  in  no  case  shall  any  action  be  taken  by  the  Trustee  upon 
:!ny    of    the    notes    pledged    hereunder,    either    made    by    or    endorsed    by 

tl.e    Company   or  the    

Company  for  a  period  of  three  years  from  the  date  of  this  Indenture. 

It  is  also  expressly  understood  and  agreed  between  the  parties  hereto 
and  all  the  holders  of  all  bonds  issued  hereunder,  that  if  at  any  time 
the  Company  shall  request  the  Trustee  by  resolution  of  its  Board  of 
Directors  to  do  one  or  more  of  the  following  things,  viz.,  to  consent  to 
the  waiver  of  any  default  which  has  occurred  previous  to  the  date  of 
this  Indenture  upon  the  bonds  of  any  of  the  companies  referred  to  in  this 
indenture  and  secured  by  mortgage  to  the  Trust  Com- 
pany of  ,  as  Trustee,  or  consent  to  the  with- 
drawal of  the  notice  of  maturity  of  such  bonds  or  to  the  discharge  of 
any    receiver    appointed    under    such    mortgage    upon    the    occurrence    of 

such  default  or  to  consent  to  the  reconveyance  by  the  said   

Trust  Company   ,  as  Trustee,  or  by  any  fiduciary  for 

said  Trust  Company  to  the  said  companies  respectively,  of  all  assets 
of  said  companies  consisting  of  stock  in  trade,  products  or  by-products 
or  moneys  payable  in  respect  thereof  or  other  assets  covered  by  way  of 
floating  charge  only  in  said  mortgages  previous  to  said  default,  and 
conveyed  or  transferred  to  such  trustee  or  fiduciary  thereupon,  so  that 
upon  said  reconveyance^  such  floating  charge  shall  be  re-established, 
then  in  any  such  case  the  said  Trustee  hereunder  shall  give  and  deliver 
such  consent  to  the  said  trustee  or  fiduciary,  and  the  Company  and 
all  the  holders  of  bonds  secured  hereby,  do  hereby  further  authorize 
the  Trustee  hereunder  to  do  all  acts  which  in  its  discretion  it  may 
deem  necessary  or  advisable  to  carry  into  effect  such  waiver,  withdrawal 
discharge  or  reconveyance.  The  Trustee  shall  not  be  responsible  or 
liable   in   respect   of   any   action   so   taken   in   good   faith. 24 

A  copy  of  a  resolution  of  the  Board  of  Directors  of  the  Company 
certified  by  its  Secretary,  shall  be  full  authority  and  protection  to  the 
Trustee  for  any   action  taken  under  this  Article. 

In  the  event  of  the  withdrawal  and  release  from  the  Trusts  of  this 
Indenture  of  all  the  bonds  pledged  hereunder  of  any  Company,  the 
Trustee  shall,  upon  the  request  in  writing  of  the  President  or  Vice- 
President  of  the  Company,  deliver  to  the  Company  or  to  such  person 
or  persons  as  may  be  designated  in  such  request,  all  of  the  demand  or 
other  notes  then  held  by  the  Trustee  hereunder,  of  the  Corporation 
whose   bonds  have   been   so   withdrawn   or   released,   and   cancel   or   release 

24 — See  generally  as  to  the  rights  and  duties  of  the  trustee  in  respect  to 
the  mortgaged  property,  prior  to  default,  Cook  on  Corporations,  §§  815-817, 


BOND  ISSUES.  1297 

from  the  obligation  any  endorsements  of  the  said  Corporation  upon  notes 
or  obligations  of  other  Companies  which  may  be  held  by  the  Trustee 
as  security   under   this    Indenture. 

Arti.de  VIII. 

Section  1.  Any  request,  direction,  resolution  or  other  instrument 
required  by  this  indenture  to  be  signed  and  executed  by  bon  Iholders 
may  be  in  any  number  of  concurrent  writings  of  similar  tenor,  and 
may  be  signed  or  executed  by  such  bondholders  in  person  or  by  agent 
appointed  in  writing.  Proof  of  the  execution  of  any  such  request, 
direction,  resolution  or  other  instrument,  or  of  the  -n'riting,  appointing 
any  such  -agent,  and  of  the  ownership  of  bonds,  if  made  in  the  fol- 
lowing manner,  shall  be  sufficient  for  any  purpose  of  this  indenture, 
and  shall  be  conclusive  in  favor  of  the  Trustee  with  regard  to  due  action 
by  it  taken  under  such  request.  The  fact  and  date  of  the  signing  or 
execution  by  any  person  of  any  such  writing  may'  be  proved  by  the 
certificate  of  any  officer  in  any  jurisdiction,  who,  by  the  laws  thereof, 
has  power  to  take  acknowledgments  within  said  jurisdiction,  that  the 
person  signing  such  writing,  acknowledged  before  him  the  execution 
thereof;   or  by  an  affidavit  of  a  witness  of  such  execution. 

In  case  physical  deposit  of  the  bonds  cannot  be  made  by  reason  of 
their  being  pledged  or  deposited,  the  fact  of  the  holding  of  coupon 
bonds  hereunder  by  any  bondholder,  and  the  amount  and  issue  number 
of  any  such  bonds,  and  the  date  of  his  holding  the  same,  may  be  proved 
by  a  certificate  executed  by  any  trust  company,  bank,  bankers  or  other 
depository  (wherever  situated),  if  such  certificate  shall  be  deemed  by 
the  Trustee  to  be  satisfactory,  showing  that  at  the  date  therein  men- 
tioned such  persons  had  on  deposit  with  such  trust  company,  bank,  bankers 
or  other  depository  the  bonds  described  in  such  certificate.  The  owner- 
ship of  bonds  registered  as  to  principal  under  Section  2  of  Article  II 
hereof  may  be  proven  by  the  books  of  registry  of  such  bonds. 

Sec.  2.  The  Company  and  the  Trustee  may  deem  and  treat  the  bearer 
of  any  bond  hereby  secured,  which  shall  not  at  the  time  be  registered  as 
hereinbefore  authorized,  and  the  bearer  of  any  coupon  for  interest  on  an:^^ 
such  bond  whether  such  bond  shall  be  registered  or  not,  as  the  absolute 
owner  of  such  bond  or  coupon,  as  the  case  may  be,  for  the  purpose  of  receiv- 
ing payment  thereof  and  for  all  other  purposes;  and  neither  the  Company 
nor  the  Trustees  shall  be  affected  by  any  notice  to  the  contrary. 

The  Company  and  the  Trustee  may  deem  and  may  treat  the  person 
in  whose  name,  any  bond  issued  hereunder  shall  be  registered  u])on  the 
liooks  of  the  Company,  as  hereinbefore  provided,  as  the  aVisolute  owner 
of  such  bond  for  the  purpose  of  receiving  payment  of.  or  on  account  of, 
the  principal  thereof,  and  for  all  other  purposes  except  to  receive  pay- 
ment of  interest  represented  by  outstanding  coupons;  and  all  such  pay- 
ments so  made  to  any  registered  holder,  or  upon  his  order,  shall  be  valid 
and  effectual  to  satisfy  and  discharge  the  liability  upon  such  bond  to  the 
extent  of  the  sum  or  sums  so  paid. 25 

2.0 — See  as  to  the  effect  of  registration  of  bonds,  Cook  ou  Corporations, 
§767. 


1298    CORPORATION  FORMS  AND  PRECEDENTS. 

Article  IX. 

Section  1.  If,  -when  the  bonds  hereby  seeiired  shall  have  become  due 
and  payable,  the  Company  shall  well  and  truly  pay,  or  cause  to  be  paid, 
the  whole  amount  of  the  principal  and  interest  due  upon  all  of  the  bonds 
and  coupons  hereby  secured  then  outstanding,  or  shall  provide  for  the 
payment  of  such  bonds  and  coupons  by  depositing  with  the  Trustee  here- 
under the  entire  amount  then  due  thereon  for  principal  and  interest,  at 
that  time,  or  shall  have  made  the  deposit  required  in  this  Indenture  for 
the  redemption  of  all  of  the  said  bonds  at  any  time  before  such  maturity, 
as  provided  by  Article  lY  hereof,  and  also  shall  pay,  or  cause  to  be  paid, 
all  other  sums  payable  hereunder  by  the  Company,  and  shall  well  and 
truly  keep  and  perform  all  the  things  herein  required  to  be  kept  and 
performed  by  it  according  to  the  true  intent  and  meaning  of  this  indenture, 
theu  and  in  that  case  the  Trustee  shall  pay  to  the  Company  all  moneys 
remaining  in  its  bauds  after  providing  for  the  payment  of  all  outstanding 
bonds  and  deliver  to  it  all  bonds,  and  all  i^roperty,  rights  and  interests 
hereby  conveyed  or  pledged  shall  revert  to  the  Company,  and  the  estate, 
right,  title  and  interest  of  the  Trustee  shall  thereupon  cease,  determine 
and  become  void ;  and  the  Trustee  in  such  case,  on  demand  of  the  Company, 
and  at  its  cost  and  expense,  shall  execute  proper  instruments  acknowledging 
satisfaction  of  this  indenture.26 

Article  X. 

Upon  the  terms  and  conditions  stated  in  this  and  the  subsequent  articles 

hereof,   and   not   otherwise,   the Trust   Company   hereby 

accepts  the  trust  of  this  instrument,  and  the  Company  and  all  present 
and  future  holders  of  bonds  and  coupons  secured  hereby  expressly  assent 
and  agree  to  and  acknowledge  themselves  bound  by  said  terms  and 
conditions. 

The  Trustee  shall  incur  no  liability  to  anybody  in  acting  upon  any  notice, 
request,  consent,  certificate,  bond,  document  or  paper  believed  by  it  to  be 
genuine  and  to  have  been  signed  by  the  proper  person. 

The  Trustee,  save  for  its  wilful  default,  or  for  its  gross  negligence 
after  personal  notice  and  distinct  specification  in  writing  from  some  per- 
son interested  in  the  trust,  shall  not  be  personally  liable  to  anybody. 

The  Trustee  shall  not  be  responsible  for  the  recording,  registration 
or  filing  of  this  instrument  or  any  instrument  of  further  assurance  or 
for  the  estimation  or  payment  of  any  taxes,  and  the  Trustee  may  select 
and  employ  in  and  about  the  execution  of  any  of  the  duties  incumbent 
upon  it  hereunder  suitable  agents  and  attorneys  and  for  their  acts  aTid 
neglects,  if  selected  with  reasonable  care,  the  Trustee  shall  be  in  no 
wise  responsible. 

The  Trustee  shall  be  under  no  obligation  or  duty  to  perform  any 
act  hereunder  or  to  defend  any  suit  in  respect  hereof,  except  upon  the 
request  in  writing  of  some  person  or  persons  interested  in  the  trust, 
nor  unless  .first  satisfactorily  indemnified,  nor  unless  satisfactory  pro- 
vision is  made  for  furnishing  additional  indemnity  from  time  to  time  as 
in  the  judgment  of  the  Trustee  may  be  required  for  its  protection;  nor 
shall   the   Trustee  be  chargeable   with  notice  of  any   default   on   the   part 

26 — See  as  to  the  release  of  mortgages,  Cook  on  Corporations,  §  811. 

f 


BOND  ISSUES.  12Q0 

of  tho  Company  except  upon  delivery  to  it  of  a  distinct  specificatiun 
in  writing  of  such  default  by  some  person  or  persons  interested  in  the 
trust,  whose  interest,  if  required,  must  he  proved  to  the  reasonalde  satis- 
faction of  the  Trustee. 

The  recitals  and  statements  herein  an.l  in  sa"id  Ijonds  and  coupons 
contained  shall  be  taken  as  statements  by  the  party  of  the  first  part  and 
shall  not  be  considered  as  made  by  or  as  imposing  any  obligation  or 
liability  ui)on  the  Trustee,  nor  shall  the  Trustee  be  held  resiHjnsible  for 
the  legality  or  validity  of  said  bonds  or  coupons. 

Any  money  received  by  the  Trustee  under  any  provisions  of  this  indenture 
may  be  treated  by  it,  until  it  is  required  to  pay  out  the  same  conformably 
herewith,  as  a  general  deposit,  without  any  liability  for  interest  save  such 
as,  during  that  time,  it  allows  to  its  general  depositors. 

The  Company  agrees,  from  time  to  time,  on  demand,  to  pay  to  the 
Trustee  reasonable  compensation  for  its  services  hereunder;  also  to  make 
reimbursement  to. the  Trustee  for  all  counsel  fees,  compensation  of  attor- 
neys and  agents,  and  other  expenditures  made  by  the  Trustee  hereunder, 
with  interest  thereon;  also  to  indemnify  and  save  the  Trustee  harmless 
against  any  and  all  liabilities  of  any  kind  which  the  Trustee  may  incur 
in  the  exercise  and  performance  of  its  powers  and  duties  hereunder;  and 
for  such  indemnification,  reimbursement  and  payment  of  Trustee's  com- 
pensation a  first  lien  is  hereby  imposed  in  favor  of  the  Trustee  upon  all  tli^; 
property  and  funds  hereby  conveyed  in  trust.27 

The  Trustee  may  become  the  owner  of  bonds  and  coupons  secured 
hereby  with  the  same  rights  which  it  would  have  if  it  were  not  trustee. 
The  Trustee  may,  in  its  discretion,  advise '  with  legal  counsel  to  be 
selected  and  employed  by  it  at  the  expense  of  the  Company,  and  any- 
•  thing  done  or  suffered  in  good  faith  hy  the  Trustee  in  accordance  with 
the  opinion  of  counsel  shall  be  conclusive  in  favor  of  the  Trustee  on  the 
Company  and  on  all  holders  of  bonds  and  coupons  secured  hereby. 

The  duties  of  the  Trustee  to  the  Company  and  to  the  holders  of  bonds 
and  .coupons  secured  hereby  shall  be  determined  solely  by  the  provisions 

of  this  instrument  ami  by  the  laws  of  the  State  of   

In  executing  this  indenture  the  Trustee  makes  no  covenant  or  repre- 
sentation as  to  the  title  or  interest  of  the  Company  in  or  to  .the  property 
described  therein,  and  it  shall  be  no  part  of  the  duty  of  the  Trustee  to 
see  that  any  of  the  property  intended  to  be  conveyed  in  Trust  here- 
under is  properly  and  legally 'subjected  to  the  lien  hereof. 

It  is  expressly  understood  that  the  Trustee  shall  be  under  no  duty  or 
lialiility  in  lespect  to  any  tax  which  may  be  assessed  against  it  or 
against  the  owners  of  the  bonds  hereby  secured  in  respect  to  the  property 
hereby  conveyed  nor  shall  the  Trustee  be  under  any  duty  to  pay  or  see 
to  the  payment  of  such  tax,  or  take  any  notice  of  the  assessment  thereof 
or  give  any  notice  thereof  to  the  holders  of  the  bonds  secured  hereliy  or 
any  other  person  and  for  any  expense  or  liability  which  the  Trustee  may 
incur   by    reason    of    or   growing   out    of   any   such   tax   the    Trustee    shall 

27 — See  generally  as  to  the  compensation  of  trustees,  etc.,  Cook  on  Corpo- 
rations, §  818. 


1300    CORPORATION  FORMS  AND  PRECEDENTS. 

have  a  lien  on  the  property  hereby  secured  prior  to  the  lieu  of  the  bonds 
hereby  secured. 

Whenever  in  this  deed  of  trust  the  existence  of  any  situation,  matter, 
conclusion  or  fact  of  any  character,  or  the  sufficiency  or  validity  of  any 
instrument,  paper,  or  jjroceeding,  or  of  any  proof  or  evidence  of  any  fact 
of  any  character  shall  be  prescribed  as  a  condition  of  or  in  any  manner 
with  respect  to  any  action  or  proceeding  on  the  part  of  the  Trustee, 
or  shall  be  deemed  necessary  to  be  ascertained  by  the  Trustee  as  the  basis 
of  an  opinion  by  the  Trustee,  a  certified  copy  of  a  resolution  of  the 
Company,  together  with  a  certificate  of  the  president,  treasurer,  secretary 
and  managing  agent  of  the  (.'ompany,  or  any  two  of  them,  verified  under 
oath,  shall  in  the  discretion  of  the  Trustee  be  sufficient  evidence  of  any 
such  fact,  situation,  matter  or  conclusion,  and  shall  be  complete  protec- 
tion to  the  Trustee  for  any  act  or  proceeding  on  its  part  upon  the  faith 
thereof;  but  the  Trustee  may  in  its  reasonable  discretion  require  other 
evidence. 

The  Trustee  or  any  successor  or  successors  hereafter  appointed  may 
resign  and  be  discharged  of  the  trusts  hereby  created  by  written  notice 
thereof  to  the  Company  and  by  the  publication  of  such  notice  at  least 
twice  in  each  week  for  four  successive  weeks  in  a  daily  newspaper  pub- 
lished  in  the  City  of    ,   and   for   a  like  number  of  times  in 

a  daily  newspaper  published  in  the  City  of   ,  and  by  duly 

'accounting  for  the  trust  property  in  the  possession  of  the  Trustee  or  the 
trustees  so  registered.28 

Article  XL 

The  Trustee  or  any  trustee  hereafter  appointed  may  resign  or  be 
removed  at  any  time  by  an  instrument  or  concurrent  instruments  in  writ- 
ing signed  by  the  holders  of  not  less  than  a  majority  in  amount  of  the 
bonds  hereby  secured  and  then  outstanding  and  signed  also  by  the  Com- 
pany. In  case  at  any  time  the  Trustee  or  any  trustee  hereafter  appointed 
shall  resign  or  shall  be  removed  or  otherwise  shall  become  incapable  of 
acting,  a  successor  may  be  appointed  by  the  holders  of  a  majority  in  amount 
of  the  bonds  hereby  secured  then  outstanding  by  an  instrument  or  concur- 
rent instruments  signed  by  such  bondholders  or  their  attorneys  in  fact  duly 
authorized;  provided,  nevertheless,  and  it  is  hereby  agreed  and  declared,  that 
in  case  at  any  time  there  shall  be  a  vacancy  in  the  office  of  the  Trustee 
hereunder,  the  Company,  by  an  instrument  executed  by  order  of  its  Board 
of  Directors,  may  appoint  a  trustee  or  trustees  to  fill  such  vacancy  until  a 
new  trustee  or  trustees  shall  be  appointed  by  the  bondholders  as  herein 
authorized.     The   Company   shall  publish  notice   of  any  such   appointment 

by  it  made  once  each  week  for    successive  weeks  in  a  daily 

newspaper  published  in  the  City  of   ,  State  of   , 

and  in  a  daily  newspaper  published  in  the  ('ity  of ,  State  of 

J  but   the  Trustee  so   ai)pointed   by   the   Company   shall  immedi- 

28 — See  generally  as  to  resignation,  etc.,  of  trustees,  Cook  on  Corpora- 
tions, §819.  ' 


BOND  ISSUES.  1301 

atcly  and  without  further  act  1)6  sujxTSf'ilcil  liy  a  new  trustee  or  new  trustees 
jij»I)ointe(l  by  the  iKunlhoMers  in  the  manner  aljove  provided,  if  such  an 
appointment  by  bondholders  V^e  nia<le  prior  to  the  expiration  of  one  year 
after  such  publication  of  notice.  Every  such  trustee  appointed  by  the 
bondholders  or   by  the  Company  as  successor  to  the  party  of  the  second 

part  under  this  indenture,  shall  be  a  trust  company  in  the  City  of , 

in  good  standing,  if  there  be  such  a  trust  company  willing  and  able  to 
Mccej)t  the  trusts  upon  reasonable  or  customary  terms. 

Any  new  trustee  appointed  hereunder  shall  execute,  acknowledge  and 
deliver  to  the  Trustee  last  in  oflice,  ami  also  to  the  Company,  an  instru- 
ment accepting  such  appointment  hereunder,  and  thereupon  such  new 
Trustee  without  any  further  act,  deed  or  conveyance  shall  become  vested 
with  all  the  estates,  properties,  rights,  powers,  trusts,  duties  and  obliga- 
tions of  its  predecessor  in  trust,  with  like  effect  as  if  originally  named 
as  sucli  trustee  herein;  but  the  trustee  ceasing  to  act,  shall,  nevertheless, 
on  the  written  request  of  the  Company  or  of  the  new  trustee,  execute 
and  deliver  an  instrument  transferring  to  such  new  trustee,  upon  the 
trusts  herein  expressed,  respectively,  all  the  estates,  properties,  rights, 
j'owers  and  trusts  of  the  trustee  so  ceasing  to  act,  and  shall  duly  assign, 
transfer  and  deliver  to  the  new  trustee  all  property,  moneys,  interests 
and  rights  held  by  or  vested  in  such  trustee.  Should  any  deed,  convey- 
ance, transfer  or  instrument  in  writing  from  the  Company  be  required 
by  any  new  trustee  for  more  fully  and  certainly  vesting  in  and  con- 
firming to  such  new  trustee  such  estates,  interests,  rights,  powers  and 
duties,  any  and  all  such  deeds,  conveyances,  transfers  and  instruments  in 
writing  shaJl  on  request  be  made,  executed,  acknowledged  and  delivered. 

In  case  of  the  appointment  of  any  new  trustee  under  the  provisions  of 
this  Article,  as  successor  to  the  party  of  the  first  part  herein,  a  copy  of 
the  instrument  making  such  appointment,  duly  authenticated  as  a  true 
copy,  by  the  President  and  Secretary  of  the  Company,  (they  having  inspected 
and  compared  said  copy  with  the  original)  shall  be  filed  with  each  of  the 
cori)orations  whose  bonds  shall  be  subject  to  this  indenture. 

Article  XTT. 

Section  1.  All  the  covenants,  stipulations,  promises,  undertakings  and 
agreements  herein  contained  by  or  on  behalf  of  the  Company,  shall  bind 
its  successors  and  assigns,  whether  so  expressed  or  not.  For  every  pur- 
pose of  this  indenture,  including  the  execution,  issue  and  use  of  the  bonds 
hereby  secured,  the  term  "Company"  includes  and  means  not  only  the 
party  of  the  first  part  hereto  but  also  its  successors  and  assigns. 

Sec.  2.  The  word  Trustee  means  the  Trustee  for  the  time  being, 
whether  original  or  successor;  the  words  Trustee,  bond,  bondholder,  shall 
include  the  plural  as  well  as  the  singular  number,  unless  otherwise  expressly 
indicated.  The  word  coupons  refers  to  the  interest  coupons  attached  to 
the  bonds,  secured  hereby.  The  word  person,  used  with  reference  to  a 
bondholder,  shall  include  associations  or  corporations  owning  any  of 
said  bonds. 

In  witness  whereof,  the  said  parties  hereto  have  caused  their  respective 
corporate  seals,  duly  attested,  to  be  aflixed  to  an   original  and   duplicate 


1302    CORPORATION  FORMS  AND  PRECEDENTS. 

hereof,  and  these  presents  to  be  subscribed  by  their  duly  authorized  repre- 
sentatives, as  of  the    day  of   ,   A.  D.  19 29 

The    Corporation, 

By    

[Seal]  President 

Attest :    

Secretary. 

Trust  Company, 

By *... 

[Seal]  President. 

Attest:    

Secretary. 
(Acknowledgment  of  Company.)  - 
(Acknowledgment  of  Trustee.) 

See  for  other  forms  of  colli^eral  trust  bonds,  Forms  1687,  1688,  1697, 
post. 

See  notes  under  Forms  1660-1665,  supra. 

For  form  of  supplemental  mortgage  to  secure  same  issue  of  bonds,  see 
Form  1700,  post. 

Form  1667. 

COLLATERAL  TRUST  DEED  SECURING  INCOME  BONDS, 
CONTAINING  FORM  OF  BOND.i 

The   

and 
The Trust  Company  of 

AGREEMENT. 

Agreement  made  this    day  of    in  the  year  One 

Thousand  Nine  Hundred  and   

Between    The ,    a   corporation    duly   organized    under 

the  laws  of  the  State  of ,  hereinafter  called  the  "Company," 

party  of  the  first  part;  and 

The   Trust  Company  of   ,  a  corporation 

duly  organized  under  the  laws  of  the  State  of  ,  here- 
inafter called  the  "Trustee,"  party  of  the  second  part; 

Whereas,  the  Company  is  the  owner  of  the  following  bonds  and  other 
securities, 

Bonds.     (Here  describe  bonds.) 

Notes.     (Here   describe  notes.) 

Equities.  All  the  right,  title  and  interest  and  equity  of  redemption 
of  the  Company  in  and  to  the  bonds  and  securities,  below  described,  .-fter 
the    payment    of    a    certain    "secured    loan"    amounting    to    the    sum    of 

$ ,  described  in  an  agreement  made  the   day  of 

, ,  19 ,  by  and  between the Trust  Company, 

of  the  first  part ;  and  the   Company,  a  corporation 

duly  incorporated  under  the  laws  of ,  of  the  second  part ; 

an    original    of    which   is    now    on    file    with    the    said    Trustee;    the    said 

29— See  generally  as  to  the  execution,  delivery  and  acknowledgment  of 
deeds  of  trust.  Cook  on  Corporations,  §  810. 

1 — See  generally  as  to  income  bonds.  Cook  on  Corporations,  §  773. 


BOND  ISSUES.  1303 

securities  Ijeing  described  in  the  said  af^reemi'iit  as  the  "  plodjjed  securiiies, ' ' 
and  being  as  follows: 2 

(A)  Equities  in  bonds.     (Here  describe  bonds.) 

(B)  Equities   in   notes.      (Here   describe   notes.)      And 

Whereas,  said  bonds  and  other  securities  have  been   depositcfl  with  ami 

are  now  held   l)y   the    Trust   Company   of    

as  Trustee  under  the  Company's  First  Collateral  Trust  Agreement,  date<l 

,   19.  . .  .,  to  secure  an   issue  of  First   Mortgage  Honds 

not  to  exceed  in  the  aggregate  at  any  one  time  outstan<ling  the  principal 
sum  of   dollars   ($ )  ;   and 

Whereas,  until  the  hai)pening  of  some  one  or  more  of  the  defaults 
specified  in  said  First  Collateral  Trust  Agreement,  the  Company  is  entitle<l 
to  the  entire  income  derived  from  said  bonds  and  other  securities  by  way 
of  interest  or  otherwise;  and 

Whereas,  by  resolution  of  its  stockholders  and  of  its  Board  of  Directors 
the  Company  has  decided  to  create  an  issue  of  Income  Bonds  ;3  said 
bonds  to  be  coupon  bonds  of  iho  denomination  of  five  hundred  dollars 
($500)  each,  to  the  extent  of  five  hundred  thousand  dollars  par  value 
thereof,  and  one  thousand  dollars  (.$1,000)  each,  to  the  extent  of  two 
million,    five    hundred    thousand    dollars    par    value    thereof,    to    be    dated 

the    day  of    ,   19....,  and  all  to  mature  on  the 

first  day  of   ,  19.  . .  .  ;  and  not  to  exceed  in  the  aggregate 

at  any  one  time  outstanding  the  principal  sum  of  three  million  dollars 
($3,000,000),  and  to  bear  interest  at  a  rate  not  exceeding  five  per  cent, 
per  annutn,  payable  annually  on  the  first  day  of  October  in  each  year 
from  the  net  income  of  the  Company  for  the  fiscal  year  ending  the  thirtieth 
day  of  the  preceding  month  of  June,  as  and  when  the  same  shall  be 
ascertained  and  declared  by  the  Board  of  Directors  of  the  Company  as 
in  this  Agreement  prescribed  and  not  otherwise;  and 

Whereas,  said  bonds  are  to  be  coupon  bonds  substantially  of  the  follow- 
ing  tenor; 

UNITED  STATES  OF  AMERICA. 

The   

Incorporated  under  the  laws  of 

$ No 

Twenty  Year  Income  Gold  Bond. 
Authorized  Issue  $3,000,000. 

The    a   corporation   organized   and   existing 

under  the  laws  of  the  State  of  ,  hereinafter  called  the 

Company,   for  value   received,  hereby   acknowledges   itself   indebted   to   the 

bearer  hereof  in  the  sum  of   Dollars   ($ ),  in 

gold  coin  of  the  United  States  of  America,  of  the  present  standard  of 
weight    and    fineness,   which    sum    it    promises    to    pay    in    such    gold    coin 

to  the  bearer  hereof  on  the day  of  ,  one  thousand 

nine  hundred  and ,  at  its  office  or  agency  in  the  City  of , 

with  interest  thereon  in  the  meantime  at  a  rate  not  greater  than  five 
per  cent  per  annum,  payable  annually  on  the  first  day  of  October  in  eat-h 

2 — See  as  to  power  of  a  corporation  to  pledge  bonds  and  stock  held  bv  it. 
Cook  on  Corporations,  §§  317,  763;  Clark  &  ^r..  Corp.,  §§  l.')4.  1;'J9.  102, 'l83. 

3' — See  as  to  the  pledge  of  an  equity  of  redemption.  Cook  on  Corporations, 
8  468. 


1304    CORPORATION  FORMS  AND  PRECEDENTS. 

year,  from  the  net  income  aaid  revenue  of  the  Company  for  the  fiscal 
year  ending  the  thirtieth  day  of  the  ])rece(linfr  month  of  June  as  ascertained 
and  declared  by  its  Board  of  Directors,  in  accordance  with  the  provisions 
of  a  certain  agreement  hereinafter  referred  to,  to  be  applicable  to  such 
interest  payments,  but  only  upon  surrender  for  cancellation  of  the  respective 
coupons  representing  such  interest  payments  hereto  annexed  as  the  same 
respectively  mature.  Such  interest  shall  not  be  cumulative  and  no  part 
thereof  unpaid  in  any  one  year  from  the  income  of  that  year  shall  be  a 
charge  ujion  or  shall  be  paid  from  the  income  of  any  other  year. 

This  bond  is  one  of  a  series  of  bonds  of  the  Company,  known  as  The 

^ Twenty   Year   Income  Gold   Bonds   duly  authorized 

by  the  stockholders  and  by  the  Board  of  Directors  of  the  Company  to 
an  amount  not  exceeding  in  the  aggregate  the  principal  sum  of  three 
million  dollars  ($3,000,000)  at  any  one  time  outstanding,  all  of  which 
bonds  are  issued  under  and  in  pursuance  of  and  are  accepted  upon  and 
subject  to   all  of  the   conditions  contained   in   a  certain  agreement   dated 

the    day  of   ,  19 .... ,  executed  by  and  between 

the   Company  and   The    Trust   Company   of    , 

to  which  reference  is  hereby  made  for  a  definition  of  the  terms  and 
conditions  upon  which  said  bonds  are  to  be  issued,  the  manner,  in  which 
the  net  income  of  the  Company  is  to  be  ascertained,  determined  and 
applied  and  the  rights  of  the  holders  of  said  bonds.  This  bond  is  redeem- 
able at  any  interest  period  upon  payment  of  the  principal  and  any  declared 
interest  and  a  premium  of  five  per  cent  upon  the  principal  as  provided  by  the 
terms  of  said  agreement.  No  recourse  shall  be  had  for  the  payment  of 
the  principal  or  interest  of  this  bond  against  any  incorporator,  stockholder, 
officer  or  director  of  the  Company  by  virtue  of  any  statute  or  by  enforce- 
ment of  any  assessment  or  otherwise;  any  and  all  liability  of  incorporators, 
stockholders,  directors  and  officers  of  the  Company  being  hereby  released. 
This  bond  shall  not  be  valid  or  obligatory  for  any  purpose  unless  authen- 
ticated by  the  certificate  endorsed  hereon  executed  by  The   

Trust  Company   of    or   its  successors   as   Trustee  under  said 

agreement. 

In  witness  whereof,  The   has  caused  its  corporate 

seal  to  be  hereunto  annexed  together  with  the  signatures  of  its  President 
or   Vice-President   and    its    Secretary    or   one   of    its    Assistant    Secretaries 

thereto  duly  authorized  as  of  the day  of ,  19.  . . . 

The , 

By 

[Seal]  President. 

Attest :    

Secretary. 

And  whereas  there  shall  be  annexed  to  said  bonds  coupons  entitling 
the  bearer  thereof  to  such  installments  of  interest  as  may  from  time  t-o 
time  in  accordance  with  the  provisions  hereof  be  ascertained  and  declared 
by  the  Board  of  Directors  of  the  Company  to  be  payable  out  of  the  net 
income  of  the  Company,  each  of  which  coupons  shall  be  substantially  of  the 
following  form : 

(Form  of  Interest  Coupon  Annexed  to  Income  Bond.) 

On  the  first  day  of ,  19 ,  The   

will    pay    to    bearer    at    its    office    or    financial    agency    in    the    City    of 


BOND  ISSUES.  1305 

siu'h    sum    not    less    thuu    one    and    not    greater 

than  five  per  cent  upon  the  face  of  the  bond  to  which  the  coupon  is 
annexed,  as  shall  be  duly  ascertained  and  declared  by  the  Hoard  of 
Directors  of  the  Company  to  be  payable  upon  said  bond  from  the  net 
income  of  th(>  ("onipariy. 


Treasurer. 

Whereas,  each  of  the  coupons  to  l)e  attached  to  said  coupon  bonds  is 
to  be  authenticated  by  the  engraved  facsimile  of  the  signature  of  the  present 
Treasurer  or  of  any  future  Treasurer  of  the  Company,  it  being  intended 
that  the  Company  may  ailojit  and  use  for  that  purpose  the  engraved  fac- 
simile of  the  signature  of  any  person  who  shall  have  been  such  Treasurer, 
notwithstanding  the  fact  that  he  may  have  cease<l  to  be  such  Treasurer 
at  the  time  when  such  bonds  shall  be  actually  certified  and  delivered  or 
when  such  coupons  shall  be  attached  to  the  bonds ;  and 

Whereas,  there  shall  be  endorsed  upon  each  of  the  bonds  issued  here- 
under a  certificate  of  The   Trust  Company  of    

Trustee  hereunder  (or  its  successor  appointed  hereunder)  that  such  bond 
is  one  of  the  bonds  therein  described,  and  no  bond  shall  be  valid  or 
obligatory  for  any  purpose  until  such  certificate  shall  have  l)oen  executed 
))y  the  Trustee,  such  certificate  to  be  substantially  of  the  following  tenor: 

(Form   of   Trustee's   Certificate.) 

This  bond  is  one  of  the  series  of  bonds  descril^ed  in  the  within  mentioned 

Agreement  executed  by  and  between  The to 

the  undersigned  as  Trustee. 

The Trust  Company  of ,  Trustee, 

By 

President. 
Now,  therefore,  this  agreement  witnesseth: 

Article  I. 

Section  1.  The  bonds  to  be  issued  under  this  Agreement,  together  with 
the  interest  coupons  pertaining  thereto,  shall  be  of  the  tenor  and  purport 
above    recited. 

Only  such  bonds  as  shall  bear  thereon  endorsed  a  certificate  in  the  form 
hereinbefore  recited,  executed  by  the  Trustee  hereunder,  shall  be  valid 
and  obligatory;  and  such  certificate  of  the  Trustee  upon  any  such  bond 
executed  by  the  Company  shall  be  conclusive  evidence  that  the  bond  so 
certified  has  been  duly  issued  hereunder  and  that  the  holder  is  entitled 
to  the  benefit  of  all  the  covenants  herein  contained.  Before  certifying  or 
delivering  any  bond  all  matured  coupons  thereon  shall  be  cut  off,  cancelled 
and  delivered  to  the  Company. 

The  amount  of  the  bonds  issued  hereunder  which  may  be  executed  by 
the  Company  and  which  may  be  certified  by  the  Trustee  is  limited  so 
that  there  shall  never  at  any  time  be  outstanding  under  this  Agreement 
bonds  for  an  aggregate  principal  sum  exceeding  three  million  dollars 
(.'};.'?,000,00n). 

Immediately  upon  the  execution  hereof  or  as  soon  thereafter  as  shall 
be  practicable  the  Trustee  shall  certify  and  deliver  to  the  Treasurer  of 
the  Company  or  upon  his  order  all  of  the  bonds  issued  hereunder. 


1306    CORPORATION  FORMS  AND  PRECEDENTS. 

Sec.  2.  Until  the  said  bonds  intencled  to  be  secured  hereby  can  be 
engraved  and  prepared  the  Company  may  execute  and  deliver  to  the 
Trustee  one  or  more  printed  or  lithographed  non-negotiable  bonds,  sub- 
stantially of  the  tenor  of  the  bonds  hereinbefore  recited,  and  bearing 
interest  at  the  same  rate,  for  the  payment  of  $3,000,000,  and  to  be  can^ 
celled  upon  the  delivery  to  its  Trustee  of  the  engraved  bonds,  and  the 
Trustee  shall,  pending  such  delivery,  issue  its  negotiable  interim  receipts 
or  certificates  to  said  amount,  and  deliver  the  same  as  in  compliance  with 
the  order  of  the  Treasurer,  as  herein  provided.     All  such  interim  receipts 

or  certificates  shall  be  dated  the  day  of  , 

19...,  and  shall  be  exchangeable  for  engraved  bonds  to  be  issued  here- 
under, and,  upon  any  such  exchange,  such  receipts  or  certificates  shall 
be  forthwith  cancelled  by  the  Trustee  and  delivered  to  the  Company  for 
destruction.  Until  so  exchanged,  the  said  receipts  or  certificates  shall  be 
entitled  to  the  lien  and  security  of  these  presents  in  the  same  respects  as 
bonds  issued  and  cei'tified  hereunder  would  be,  and  interest  when  and  as 
payable  shall  be  paid  and  endorsed  thereon.  As  long  as  any  such  receipts 
or  certificates  are  outstanding  a  corresponding  amount  in  face  value  of 
engraved  bonds  shall  be  withheld  from  certification  by  the  Trustee. 

Article  II. 

Section  1.  The  Company  covenants  and  agrees  that  it  will  duly  and 
punctually  pay  or  cause  to  be  paid  the  principal  of  every  bond  issued 
hereunder  all  in  gold  coin  of  the  United  States  of  America  of  or  equal 
to  the  present  standard  of  weight  and  fineness,  at  the  date  and  place 
and  in  the  manner  mentioned  in  such  bond,  and  to  pay  interest  thereon 
according  to  the  terms  thereof,  and  of  this  Agreement,  said  interest  to  be 
payable  only  out  of'the  net  earnings  of  the  Company,  as  the  same  shall  be 
determined  by  the  Board  of  Directors  of  the  Company,  as  hereinafter 
specified,  and  said  principal  and  interest  to  be  payable  without  any 
deduction  for  any  tax  or  taxes  which  the  Company  may  be  required  to  pay  or 
to  retain  therefrom  under  or  by  reason  of  any  present  or  future  law  of 
the  United  States  or  of  any  State,  county  or  municipality  therein,  or  of 
any  foreign  country. 

The  interest  installments  on  said  bonds  shall  be  payable  only  upon  the 
presentation  and  surrender  of  the  respective  coupons  representing  said 
installments  as  and  when  the  same  shall  be  ascertained  and  declared 
payable  by  the  Board  of  Directors  of  the  Company  as  hereinafter  pro- 
vided ;  and  when  and  as  paid  all  coupons  shall  forthwith  be  cancelled  and 
in  the  event  that  no  sums  shall  be  ascertained  as  payable  thereon,  such 
coupons  shall  be  deemed  void. 

Sec.  2.  The  Company  covenants  that  until  it  has  paid  or  made  pro- 
vision for  the  pajanent  of  the  principal  of  the  bonds  issued  hereunder 
and  all  interest  installments  duly  ascertained  and  declared  applicable 
thereto,  it  will  prior  to  the  fifteenth  day  of  September  in  each  and  every 
year  cause  its  Board  of  Directors  to  ascertain  and  declare  the  amount 
of  net  income  for  the  fiscal  year  ending  the  thirtieth  day  of  the  preceding 
month  of  June  applieal)l('  to  the  payment  of  interest  on  the  bonds  secured 
hereby.    i^Such  amount  shall  be  ascertained  as  follows: 

There  shall  be  deducted  from  the  gross  income  of  the  Company,  (including 
all  sums  received  during  the  previous  fiscal  year  by  way  of  interest  or 


BOND  ISSUES.  ]307 

other  payments  on  the  IjoiiJs  aud  other  Bceuritios  belonging  to  the  Coinjianj 

(lc-i)ositeil   with   the    Trust    Company   as  Trustee   under 

the  First  Collateral  Trust  Indentiire  ol"  the  Company,  dated    u-t 

the  security  of  the  bonds  issued  thereunder)  all  expenses  incident  to  the 
operation  and  maintenance  of  the  Comjjany  and  its  property,  and  all 
current  expenses,  if  any,  for  operating  the  properties  and  plants  of  the 
Company  and  such  sums  as  in  the  judgment  of  said  Board  of  Direcvora 
may  be  necessary  to  maintain  and  renew  said  properties  and  plants  and  the 
etpiipment  and  appurtenances  thereof  and  to  keep  the  same  in  good  con- 
dition and  to  increase  their  equipment  to  such  an  extent  as  may  be  com- 
mensurate with  the  business  requirements  of  the  Company,  and  all  taxes 
and  rentals  on  said  properties  aud  plants;  (but  the  terms  "properties  and 
plants"  shall  not  include  the  properties  and  plants  of  the  companies 
whose   bonds,   or   other   securities,   are   owned  by  the  Company)  ;    and  the 

interest  on  the  Collateral   Year  Five     Per  Cent.  Gold  Bonds 

of  the  Company. 

From  the  net  income  thus  ascerlained  the  said  Board  of  Directors 
shall  set  aside  an  amount  suiricient  to  pay,  on  the  first  day  of  October, 
interest  at  a  rate  not  less  than  one  or  greater  than  five  per  cent,  per  annum 
for  the  previous  current  year  prior  to  said  date  on  all  the  bonds  issued 
hereunder  then  outstanding  and  before  such  amount  is  payable  the 
Treasurer  of  the  Company  shall  deposit  such  sum  with  the  Trustee  for 
disbursement. 

Said    Board    of    Directors    shall    thereupon    declare    by    resolution    and 

shall  publish  in  one  newsjiaper  published  in  the  City  of , 

and   one   newspaper  published   in   the  City  of    ,   once  a  week 

for  two  weeks,  in  the  month  of  August  the  amount  ■  of  interest,  if  any, 
payajile  on  said  income  bonds  at  that  time  and  the  date  and  place  of 
payment;  but  it  is  expressly  agreed  that  no  interest  shall  be  paid  upon 
the  said  bonds  except  as  herein  provided,  and  that  if  the  amount  of  net 
income  payable  by  way  of  interest  as  ascertained  and  determined  a'S 
hereinbefore  provided  shall  be  insufficient  to  provide  for  the  payment  of 
such  interest  coupons  in  full,  such  amount  shall  be  applied  to  the  pay- 
ment of  such  coupons  at  such  reduced  rate  not  less  than  one  per  cent,  on 
the  face  of  the  bonds,  as  it  may  suffice  to  pay,  and  the  amount  so  paid 
shall  be  in  full  satisfaction  of  the  coupons  to  which  the  pa\Tnent  shall 
be  applied,  which  coupons  shall  be  surrendered  and  cancelled  on  receipt 
of  the  amount  payable  thereon.  The  interest  on  said  bonds  shall  not 
be  cumulative,  and  in  case  the  Board  of  Directors  shall  ascertain  and 
determine  that  there  are  no  amounts  covered  by  any  interest  coupon 
maturing  during  such  period  applicable  to  the  payment  of  interest,  the 
coupons  of  such  period  and  the  obligations  of  the  Company  therein  con- 
tained shall  cease,  be  void  and  become  of  no  effect.* 

Sec.  3.  The  Company  covenants  and  agrees  that  at  all  times  until 
the  pajmient  of  the  principal   of  the  bonds  issued   under  this   agreement, 

it  will  keep  an  office  or  agency  in  the  City  of  ,  where 

notices  or  demands  in  respect  of  said  bonds  may  be  served,  and  from 
time  to  time  will  give  written  notice  to  the  Trustee  of  the  place  of  such 
office  or  agency.     In  case  the   Company  shall  fail  to  do  so  presentation 

4 — See  Cook  on  Corporations,  §  773, 


1308    CORPORATION  FORMS  AND  PRECEDENTS. 

and  demand  mar  he  made  and  notices  served  at  the  office  of  the  Trustee 
in  the  Citv  of   

Article  III. 

The  Company  may  at  any  interest  period  before  the  maturity  of  the 
bonds  redeem  and  pay  any  or  all  of  said  bonds  outstanding  hereunder 
and  secured  hereby  at  a  premium  of  five  per  cent.  Such  redemption 
shall  be  provided  for  and  made  by  depositing  with  the  Trustee,  in  gold 
coin  of  the  United  States  of  America,  of  or  equal  to  the  present  standard 
of  weight  and  fineness,  or  its  equivalent,  such  sum  as  may  be  sufficient 
to  pay  the  principal,  together  with  any  and  all  unpaid  interest  instal- 
ments theretofore  declared  payable  and  a  premium  of  five  per  cent,  upon 
the  bonds  to  be  redeemed,  provided  that  the  Company  shall  by  publica- 
tion in  at  least  two  newspapers  in  the  cities  of   and 

respectively  once  a  week  for  four  successive  weeks 

preceding  such  date  have  given  prior  notice  of  its  intention  so  to  pay  and 
redeem  the  said  bonds,  specifying  the  date  of  such  redemption  and 
specifying  (in  case  less  than  all  of  said  bonds  are  to  be  redeemed)  the 
numbers  of  the  bonds  to  be  redeemed  and  which  previously  to  the 
publication  of  such  notice  shall  have  been  chosen  by  lot  under  the 
direction  of  the  Trustee.  On  the  day  specified  in  such  notice  the  prin- 
cipal of  all  outstanding  bonds  hereunder,  if  so  specified,  or  the  principal 
of  such  bonds  as  shall  have  been  so  chosen  by  lot  and  so  specified  for  redemp- 
tion, as  the  ease  may  be,  together  with  the  said  premiums  thereon  and 
the  accrued  interest  to  such  date  of  redemption,  shall  become  and  be  due 

and  payable  at  the.otfice  of  the  Trustee  in  the  City  of  

and  all  interest  theteon  and  the  interest  theretofore  declared  payable  as 
aforesaid  to  such  date  of  redemption,  shall  become  and  be  due  and  pay- 
able at  the  office  of  the  Trustee  in  the  -City  of  ,  and 

all  interest  thereon  and  lien  and  rights  under  this  trust  agreement  shall 
cease  if  the  deposit  shall  have  been  made  as  hereinbefore  provided  in 
that  respect.  In  case  less  than  all  of  said  bonds  are  to  be  redeemed,  the 
Company  shall  notify  the  Trustee  of  the  face  amount  of  bonds  it  desires 
to  redeem,  and  the  Trustee  shall,  upon  the  request  of  the  Company,  and 
in  the  presence  of  one  of  its  officers,  determine  by  drawing  by  lot  the 
numbers  of  the  bonds  so  to  be  redeemed.  All  bonds  redeemed  and  paid 
as  hereinbefore  provided  shall  forthwith  be  cancelled  in  the  presence  of 
a  representative  of  the  Trustee  and  a  representative  of  the  Company, 
and  the  Trustee  shall  thereupon  note  upon  the  trust  agreement  the  fact 
of  such  cancellation,  together  with  a  memorandum  of  the  numbers  of  the 
bonds  so  cancelled  and  the  Trustee  shall  thereupon  deliver  the  bonds  so 
cancelled  to  the  Company.  If  any  holder  of  the  bond  or  bonds  so  called 
for  redemption  does  not  present  his  or  her  bonds  for  payment  upon  the 
day  named,  the  Trustee  shall  retain  the  proportion  of  the  fund  represented 
by  such  bond  or  bonds  as  a  special  trust  fund  for  the  redemption  of  such 
bond  or  bonds  and  shall  pay  over  the  same  to  the  lawful  holder  thereof 
upon  presentation  at  any  time  thereafter. 

Anything  herein   contained   to   the   contrary   notwithstanding,   the   Com 
pany  may  at  any  time,  prior  to  the  maturity  of  said  bonds,  purchase  or 
otherwise  acquire  any  or  all  of  said  bonds  outstanding,  which  said  bonds 
so  purchased  or  acquired  and  any  of  said  bonds  which  may  have  been 


BOND  ISSUES.  1309 

redeemed  by  the  Company,  as  in  this  Trust  Agreement  provided,  sLall 
be  available  to  the  (Jompany  when  accompaniecl  by  all  unmatured  coupons 
in  securiiii--  an  eventual  cancellation  of  this  agreement,  ami  the  Trustee 
shall,  upon  delivery  to  it  by  the  Company  of  any  bond»  issued  hereunder, 
acquired  or  redeemed  by  it,  with  all  unmatured  coupons  thereunto  ajtper- 
taining,  carcel  said  bonds  and  coupons,  provided  the  same  have  not  already 
been  cancelled  at  the  time  of  the  redemption  thereof,  and  shall  note 
upon  this  Trust  Agreement  the  amount  of  said  bonds  so  released  and 
delivered  to  the  Company,  and  if  all  of  said  bonds  have  been  so  delivered 
shall  redeliver  this  agreement  to  the  Company  for  cancellation. 

Article  IV. 

Section  1.  In  case  default  shall  be  ma<le  by  the  Company  in  causing  its 
Board  of  Directors  to  ascertain  and  declare,  or  by  said  Board  of  Directors 
in  ascertaining  and  declaring  the  amount  of  income  in  any  year  applicable 
to  the  payment  of  interest  on  the  bonds  issued  hereun<ler  or  in  the  pay- 
ment of  any  interest  so  ascertained  and  declared  payable  on  any  bond  issued 
hereunder,  and  such  default  shall  continue  for  a  period  of  six  months 
beyond  the  date  of  the  coupon  then  presentable,  then  the  Trustee  may  at  its 
option,  and  shall,  on  the  written  request  of  the  holders  of  a  majority  of  the 
bonds  issued  hereunder  then  outstanding  and  a  deposit  of  such  bonds  with 
it  by  the  requesting  bondholders,  and  a  sufficient  indemnity  as  to  costs, 
declare  by  writing  served  on  the  Company  the  principal  of  all  the  said 
bonds  to  be  due  and  the  same  shall  thereupon  forthwith  become  due  and 
payable.  And  in  case  default  shall  be  made  by  the  Company  in  the  payment 
of  the  principal  of  any  such  bond  when  the  same  shall  become  due  and 
payable,  either  by  its  terms  or  by  declaration  of  the  bondholders  as  afore- 
said, or  in  case  default  shall  be  made  in  the  due  observance  or  performance 
of  any  other  covenant  or  condition  herein  required  to  be  kept  or  performed 
by  the  Company  and  such  last  mentioned  default  shall  continue  for  a 
period  of  six  months  after  written  notice  thereof  to  the  Company  from  the 
Trustee  or  from  the  holders  of  fifty  per  cent,  or  more  in  amount  of  the 
outstanding  bonds  issued  thereunder,  then  and  in  each  and  every  such 
case  the  Trustee  may,  but  if  requested  in  writing  by  a  majority  of  the 
bondholders  who  have  also  deposited  their  bonds  with  it  and  upon  being 
satisfactorily  indemnified  against  any  expense  arising  therefrom,  shall 
forthwith  proceed  to  enforce  its  rights  and  the  rights  of  the  bondholders 
under  this  agreement  by  a  suit  or  suits  in  equity  or  at  law,  either  for  the 
specific  performance  of  any  covenant  or  agreement  contained  herein  or 
in  .aid  of  the  execution  of  any  power  herein  granted  or  for  the  enforce- 
ment of  any  other  proper  legal  or  equitable  remedy  as  the  Trustee  shall 
deem  most  effectual   in  support   of  any  of  its   rights  or  duties  h.-reunder. 

Sec.  2.  In  case  default  shall  be  made  by  the  Company  in  causing  its 
Board  of  Directors  to  ascertain  and  declare,  or  by  said  Board  of  Directors 
in  ascertaining  and  declaring,  the  amount  of  net  income  in  any  year 
applicable  to  the  payment  of  interest  on  the  bonds  issued  hereunder, 
or  in  the  payment  of  any  interest  so  ascertained  and  declared  payable  on 
any  bond  hereby  secured,  or  in  case  default  shall  be  made  in  the  payment 
of  the  principal  cf  any  such  bond  when  the  same  shall  become  payable, 
whether  at  the  maturity  of  said  bonds,  or  by  declaration  as  authorized 
ijj  this  agreement,  then,  upon  demand  of  the  Trustee,  the  Company  agrees 


1310    CORPORATION  FORMS  AND  PRECEDENTS. 

and  covenauts  that  it  will  pay  to  the  Trustee  for  the  Vjenefit  of  the 
hoklers  of  the  bonds  and  coupons  hereby  secured  then  outstanding,  the 
whole  amount  which  shall  then  be  due  and  payable  on  all  such  bonds,  as 
the  case  may  be,  with  interest  upon  the  overdue  principal  and  installments 
of  interest;  and  in  case  the  Company  shall  fail  to  pay  the  same  forthwth 
upon  such  demand,  the  Trustee  in  its  own  hame  as  Trustee  of  an  express 
trust  shall  be  entitled  to  recover  judgment  for  the  whole  amount  so  due 
and  unpaid  upon  any  and  all  of  the  bonds  issued  hereunder  and  then 
outstanding,  for  the  benefit  of  the  holders  thereof.  No  recovery  of  any 
judgment  by  the  Trustee  and  no  levy  of  any  execution  under  any  such 
judgment  upon  any  property  of  the  Company,  shall  iii  any  manner,  or  to 
any  extent  affect  or  impair  any  rights,  powers,  or  remedies  of  the  Trustee 
hereunder,  or  any  rights,  powers,  or  remedies  of  the  holders  of  the  bonds 
hereby  secured,  but  such  rights,  powers,  and  remedies  shall  continue 
unaffected  and  unimpaired  as  before.  Any  moneys  thus  recovered  or 
collected  by  the  Trustee  under  this  article,  less  the  cost  and  expenses  of 
collection  and  the  reasonable  compensation  of  the  Trustee,  shall  be  applied 
by  the  Trustee  towards  payment  to  the  holders  of  such  bonds  and  coupons 
of  the  amounts  due  and  unpaid  upon  such  bonds  and  coupons  respectively, 
such  pajTnent  in  every  instance  to  be  made  ratably  and  without  any 
preference  or  priority  upon  presentation  of  the  respective  bonds  and 
coupons  and  endorsement  of  such  payment  thereon,  if  partly  paid,  or 
upon  cancellation  thereof,  if  paid  in  full. 

Article  V, 

If,  when  the  bonds  hereby  secured  shall  have  become  due  and  payable, 
the  Company  shall  well  and  truly  pay  or  cause  to  be  paid  the  whole 
amount  of  the  principal  moneys  and  interest  due  upon  all  the  bonds  hereby 
secured  and  outstanding,  or  shall  provide  for  such  payment  by  depositing 
with  the  Trustee  hereunder,  for  the  payment  of  such  bonds,  the  entire 
amount  due  and  to  become  due  thereon  for  principal  and  interest,  or  shall, 
at  any  time,  deliver  or  cause  to  be  delivered  to  the  Trustee  for  cancellation 
and  destruction  all  of  the  bonds  then  outstanding  hereunder,  together 
with  all  unmatured  coupons  thereunto  belonging;  and  shall  also  pay  or  cause 
to  be  paid  all  other  sums  payable  hereunder,  and  shall  well  and  truly  keep, 
perform  and  observe  all  the  things  herein  required  to  be  kept,  performed 
and  observed  by  it  according  to  the  true  intent  and  meaning  of  this  agree- 
ment, then  and  in  that  case  the  Trustee  shall,  on  demand  of  the  Company, 
deliver  up  this  agreement  for  cancellation. 

In  the  event  that  the  Company  shall,  in  order  to  make  provision  for 
the  payment  of  any  bonds,  deposit  with  the  Trustee  the  entire  amount 
due  and  to  become  due  thereon  as  aforesaid,  notice  of  such  deposit  with 
the  Trustee,  containing  the  time  and  place  of  payment  of  the  outstanding 
bonds  shall  be  given  by  the  Company  by  publication  once  a  week  for 
four  weeks   in   one   daily  newspaper  published   in   each   of  the   cities   of 

and    If  any  of  said  bonds  are  not 

presented  for  payment  at  such  time,  the  Trustee  shall  continue  to  hold 
the  amount  represented  by  each  bond  so  outstanding  as  a  special  trust 
fund  and  shall  pay  over  the  same  to  the  lawful  holder  thereof  upon  pre- 
sentation and  surrender  of  the  bond  thereafter. 


BOND  ISSUES.  1311 

Article  VI. 

Any  request  or  other  instrument  required  by  this  agreement  to  be 
signed  or  executed  by  bondholders  may  be  in  any  number  of  documents  of 
similar  tci>or,  and  may  be  signed  or  executed  by  such  bondholders  in 
person,  or  by  agent  or  attorney  appointeii  in  writing.  Proof  of  the 
e.Yecution  of  such  a  request  or  other  instrument,  or  of  a  writing  appoint- 
ing any  such  agent  or  attorney,  and  of  the  hoMing  by  any  person  of 
bonds  transferable  by  delivery,  shall  be  suflicient  for  any  jmrpose  of  this 
agreement  and  shall  be  conclusive  in  favor  of  the  Trustee  with  regard  to 
any  action  taken  by  it  under  such  request  or  other  instrument,  if  made  in 
the  following  manner,  viz.:  (1)  The  fact  and  date  of  the  execution  by 
any  person  of  any  such  request,  or  other  instrument,  or  writing  may  be 
proved  by  the  certificate  of  any  notary  public  or  other  officer  authorized 
to  take  acknowledgments  of  deeds  to  be  recorded  in  any  State  within  the 
United  States,  certifying  that  the  person  signing  such  request  or  other 
instrument  acknowledged  to  him  the  execution  thereof,  or  by  the  affidavit 
of  a  witness  to  such  execution  duly  sworn  to  before  any  such  notary 
public  or  other  officer.  (2)  7n  case  such  bonds  have  been  pledged  by  the 
owner  thereof,  the  amount  of  bonds  transferable  by  delivery  held  by  any 
person  executing  any  such  request  or  other  instrument  as  a  bondholder, 
and  the  amounts  and  issue  numbers  of  the  bonds  held  by  such  person  and 
the  date  of  his  holding  the  same,  may  be  proved  bv  a  certificate  executed 
by  any  trust  company,  bank  or  other  depository  (wherever  situated)  whose 
certificate  shall  be  deemed  by  the  Trustee  to  be  satisfactory,  showing  that 
such  {)crson  had  on  deposit  with  such  depository  the  bonds  described  in  such 
certificate  at  the  date  therein  mentioned. 

Article  VII. 

The  Company  and  the  Trustee  may  deem  and  treat  the  bearer  of  any 
bond  issued  hereunder,  and  the  bearer  of  any  coupon  for  interest  on  any 
such  bond,  as  the  absolute  owner  of  such  bond  or  coupon,  as  the  case  may 
be,  for  the  purpose  of  receiving  payment  thereof  and  for  all  other  pur- 
poses; and  neither  the  Company  nor  the  Trustee  shall  be  affected  by  any 
notice   to   the   contrary. 

Article  VIII. 

No  recourse  under  any  obligation,  covenant  or  agreement  herein  con- 
tained, or  on  any  bond  or  coupon  issued  hereunder,  shall  be  had  against 
any  incorporator,  stockholder,  officer  or  director  of  the  Company,  or  of 
any  successor  corporation,  either  directly  or  through  the  Company,  by  the 
enforcement  of  any  assessment  or  by  legal  or  equitable  proceedings  or  by 
virtue  of  any  statute  or  otherwise;  it  being  expressly  agreed  and  under- 
stood that  this. agreement  and  the  obligations  issued  hereunder  are  solely 
corporate  obligations  and  that  no  personal  liability  whatever  shall  attach 
to,  or  be  incurred  by  the  incorporators,  stockholders,  officers  or  directors 
of  the  Company,  or  of  any  successor  corporation,  or  any  of  them,  under 
or  by  reason  of  any  of  the  obligations,  covenants  or  agreements  contained 
herein,  or  in  any  of  the  bonds  or  coupons  issued  hereunder,  or  implied 
therefrom,  and  that  any  and  all  personal  liability,  either  at  common  law 
or  in  equity  or  by  statute,  of  every  such  incorporator,  stockholder,  officer  or 
director,  is  hereby  expressly  waived  as  a  condition  of,  and  consideration 
for,  the  execution  and  issue  of  this  Agreement  and  such  bonds  and  coupons. 


1312    CORPORATION  FORMS  AND  PRECEDENTS. 

Article  IX. 

No  holder  of  any  bond  or  coupon  issued  hereunder  shall  have  any 
right  to  institute  any  suit,  action  or  proceeding  at  law  or  in  equity  upon 
or  in  respect  of  this  Agreement,  or  for  the  execution  of  any  trust  or 
power  thereof,  or  for  the  appointment  of  a  receiver,  or  for  any  other 
remedy  under  or  upon  this  Agreement,  unless  such  holder  shall  previously 
have  given  to  the  Trustee  written  notice  of  any  existing  default  and  of  the 
continuance  thereof  as  hereinbefore  provided,  and  unless  also  the  holders 
of  a  majority  in  amount  of  the  bonds  hereby  secured  then  outstanding 
shall  have  made  written  request  upon  the  Trustee  and  shall  have  afforded 
to  it  reasonable  opportunity  itself  to  proceed  to  exercise  the  powers  herein- 
before granted,  or  to  institute  such  action,  suit  or  proceeding  in  its  own 
name  and  unless,  also,  such  holder  or  holders  shall  have  offered  to  the 
Trustee  to  deposit  with  it  their  bonds  and  reasonable  security  and  indemnity 
against  the  costs,  expenses  and  liabilities  to  be  incurred  therein  or  thereby; 
and  such  notification,  request  and  offer  of  deposit  and  indemnity  are  hereby 
declared,  in  every  such  case,  at  the  option  of  the  Trustee,  to  be  conditions 
precedent  to  any  action  or  cause  of  action  for  the  appointment  of  a  receiver, 
and  to  the  institution  of  any  such  suit,  action  or  proceeding  and  to  any 
other  remedy  hereunder;  it  being  understood  and  intended  that  no  one  or 
more  holders  of  bonds  or  coupons  shall  have  any  right  in  any  manner  what- 
ever to  affect,  disturb  or  prejudice  this  Agreement  by  his  or  their  action, 
or  to  enforce  any  right  hereunder,  except  in  the  manner  herein  provided, 
and  that  all  proceedings  hereunder  at  law  or  in  equity  shall  be  instituted, 
had  and  maintained  in  the  manner  herein  provided  and  for  the  equal 
benefit  of  all  holders  of  such  outstanding  bonds  and  coupons. 

Article  X. 

The  Trustee  shall  not  be  under  any  obligation  to  take  any  action  towards 
the  execution  or  enforcement  of  the  trusts  or  covenants  hereby  created  or 
entered  into  which  in  its  opinion  will  be  Kkely  to  involve  it  in  expense 
or  liability,  unless  requested  in  writing  by  the  holders  of  at  least  a  majority 
in  amount  of  the  bonds  issued  hereunder  nor  unless  one  or  more  of  the 
holders  of  the  bonds  issued  hereunder  shall,  as  often  as  required  by  the 
Trustee,  furnish  it  reasonable  security  and  indemnity  against  such  expense 
or  liability;  nor  shall  the  Trustee  be  required  to  take  notice  of  any  default 
hereunder  unless  notified  in  writing  of  such  default  by  the  holders  of  at 
least  a  majority  in  amount  of  the  bonds  hereby  secured  then  outstanding, 
or  to  take  any  action  in  respect  of  any  default  unless  requested  to  take 
action  in  respect  thereof  by  a  writing  signed  by  the  holders  of  not  less 
than  a  majority  in  amount  of  the  bonds  hereby  secured  then  outstanding 
who  have  also  offered  to  deposit  their  bonds  with  the  Trustee  and  tendered 
reasonable  security  and  indemnity  as  aforesaid,  anything  herein  contained 
to  the  contrary  notwithstanding;  but  the*  foregoing  provisions  of  this 
section  are  intended  only  for  the  protection  of  the  Trustee  and  shall  not  be 
construed  to  limit  or  affect  any  discretion  or  power  by  any  provision  of  this 
Agreement  given  to  the  Trustee  to  determine  whether  or  not  it  shall  take 
action  in  respect  of  such  default,  or  any  power  or  discretion  of  the  Trustee 
to  take  action  in  respect  of  any  default  without  such  notice  or  request 
from  bondholders. 

The   Trustee   shall   be   entitled   to   reasonable   compensation   for   all   ser- 


BOND  ISSUES.  1313 

vices  rendered  by  it  in  the  execution  of  the  trusts  hereby  created,  whiih 
compensation,  as  well  as  all  reasonable  expenses  necessarily  incurred  and 
actually  disbursed  hereunder,  the  Company  agrees  to  pay,  and  the  Trustees 
shall  havo  a  lien,  prior  to  the  lien  of  this  Agreement  u^  on  the  net  income 
pledged  hereby,  or  in  case  of  default  and  recovery  of  money  by  the  Trustee 
under  any  of  the  proceedings  hereinbefore  referred  to,  upon  the  moneys 
80  recovered  for  the  payment  of  its  coinj)en8ation  and  reasonable  expenses 
incurred  hereunder.  The  Trustee  shall  not  be  answerable  for  the  default 
or  misconduct  of  any  agent,  attorney,  or  employe  appointed  by  it  in 
pursuance  hereof,  if  such  agent  or  attorney  shall  have  been  selected  with 
reasonable  care,  nor  shall  the  Trustee  be  liable  for  anything  whatever  in 
connection  with  this  trust,  except  for  its  willful  misconduct  or  gross 
negligence. 

Article  XI. 

The  Trustee,  or  any  trustee  hereafter  appointed,  may  resign  and  he 
discharged  from  the  trusts  created  by  this  Agreement,  by  delivering  to 
the  Company  written  notice  thereof  addressed  to  the  registered  bonil- 
holders  and  the  Company,  and  by  publishing  such  notice  at  least  twice  a 

week  for  four  successive  weeks  in  one  newspaper  published  in  , 

and  one  newspaper  published  in   ,  and  by  due  execution 

of  the  instruments  herein  required. 

The  Trustee  may  be  removed  at  any  time  by  an  instrument  in  writing 
under  the  hands  of  the  holders  of  a  majority  in  amount  of  the  bonds 
issued  hereunder  and  then  outstanding;  but  no  such  removal  shall  be  made 
before  default  hereunder  without  the  written  consent  of  the  Company. 

In  case  at  any  time  the  Trustee  shall  resign  or  be  removed  or  other- 
wise become  incapable  of  acting,  a  successor  Trustee  qualified  as  herein- 
after stated,  may  be  appointed  by  the  holders  of  a  majority  in  amount 
of  the  bonds  hereby  secured  then  outstanding,  by  an  instrument  or  con- 
current instruments  or  counterparts  signed  by  such  bondholders  or  their 
agents  duly  authorized;  provided,  nevertheless,  and  it  is  hereby  agreed 
and  declared  that  in  case  at  any  time  neither  the  present  Trustee  nor 
any  successor  Trustee  shall  be  in  office  hereunder,  the  Company  may, 
by  an  instrument  executed  by  order  of  its  Board  of  Directors,  appoint  a 
trust  company  (which  shall  be  qualified  as  hereafter  stated)  to  fill  such 
vacancy  until  a  new  Trustee  shall  be  appointed  by  the  bondholders. 
The   Company   thereupon    shall    publish   notice   of   such   appointment    once 

a  week  for  four  successive  weeks  in  a  newspaper  published  in 

and  a  newspaper  published  in   ;  and  any  new  Trustee  so 

appointed  shall  immediately  and  without  further  act  be  superseded  by  a 
Trustee  appointed  in  the  manner  above  provided,  by  the  holders  of  a  major- 
ity in  amount  of  the  bonds  issued  hereunder,  if  so  appointed  within  one  year 
after  the  first  publication  of  such  last  mentioned  notice. 

Every   Trustee   appointed   hereunder    shall   always   be   a   trust   company 

in  good  standing  doing  business  in  the  City  of   or 

,   if  there   be   such  a  trust   company  willing,   able 

and  qualified  to  accept  the  trust  upon  reasonable  or  customary  terms, 
and  all  the  rights,  powers  and  duties  by  this  Agreement  vested  in  the 
Trustee  shall  be  vested  in  such  successor  trustee,  and  every  provision  of 
this  Agreement  applicable  to  the  Trustee  shall  apply  equally  to  such 
puccessor    trustee. 


1314     CORPORATION  FORMS  AND  PRECEDENTS. 

Any  nevr  Trustee  appointed  hereunder  shall  execute,  acknowledge  and 
deliver  to  the  Company  an  instrument  accepting  such  appointment  here- 
under, and  thereupon  such  new  Trustee,  without  any  further  act,  deed  or 
conveyance,  shall  become  vested  with  all  the  rights,  powers  and  trusts 
of  its  predecessor  in  the  trusts  hereunder  with  like  effect  as  if  originally 
named  as  Trustee  herein;  but  the  Trustee  ceasing  to  act  shall,  nevertheless, 
on  the  written  demand  of  the  new  Trustee,  execute  and  deliver  an  instru- 
ment assigning  and  transferring  to  such  new  Trustee  upon  the  trusts  herein 
expressed,  all  the  rights,  powers  and  trusts  of  the  Trustee  so  resigning  or 
removed,  and  shall  duly  assign,  transfer  and  deliver  all  moneys,  held, 
by  such  Trustee  to  the  new  Trustee  so  appointed  in  its  place;  and  upon 
request  of  any  such  new  Trustee,  the  Company  shall  make,  execute,  acknow 
ledge  and  deliver  any  and  all  instruments  in  writing  necessary  for  more 
fully  and  certainly  vesting  in  and  confirming  to  such  new  Trustee  all  such 
rights,  powers,  trusts  and  duties. 

Article  XII. 

The  party  Trustee  hereby  accepts  the  trusts  in  this  Agreement  declared 
and  provided,  and  agrees  to  perform  the  same  upon  the  terms  and  condi- 
tions hereinbefore  set  forth.  Except  when  otherwise  indicated,  the  words 
"the  Trustee,"  or  "said  Trustee,"  or  any  other  equivalent  term,  as 
used  in  this  Agreement,  shal'  be  held  and  construed  to  mean  the  Trustee 
for  the  time  being,  and  the  words  "bond,"  "bondholder,"  and  "holder" 
shall  include  the  plural  as  well  as  the  singular  number. 

All  the  covenants,  agreements,  stipulations  and  provisions  in  this  Agree- 
ment contained,  by  or  relating  to  the  Company,  shall  bind  and  relate  to  its 
successors  and  assigns,  whether  so  expressed  or  not ;  and  every  successor 
corporation  which  shall  be  lawfully  vested  with  the  ownership  of  the 
bonds  and  other  securities,  the  income  of  which  is  subject  to  this  agree- 
ment shall  possess  and  may  exercise  each  and  every  right  and  power  here- 
under of  the  Company. 

In  witness  whereof,  the  said  parties  hereto  have  caused  their  respective 
corporate  seals,  duly  attested,  to  be  affixed  to  an  original  and  duplicate 
hereof,  and  these  presents  to  be  subscribed  by  their  duly  authorized  repre- 
sentatives, the   day  of   ,  A.  D.   19.  . .  . 

The , 

By 

[Seal]  President.  . 


Attest : 


Secretary. 
The   Trust  Company  of   , 

By  

[Seal]  •  Presid'^nt. 

Attest :    

Secretary. 
(Add  acknowledgments  of  officers  of  the  Company  and  Trustee.) 
See  notes  to  Forms,  1658-1666,  supra. 
See  Forms  1729-1732,  post. 


BOND  ISSUES.  1315 

Form  1668. 

ENDORSEMENT    ON    STOCK    CERTIFICATES    PLEDGED 

UNDER  COLLATERAL  TRUST  DEED. 

This  certificate  is  held  under  the  mortgage  of  The Company 

to  The   Trust  (oiiipany  as  Trustee,  dated    , 

19.  .  .  .,  and  may  be  dealt  with  only  as  in  said  mortgage  provided. 


Trustee 


By   

Its ■ 

See  also  clause  VIII  of  Form  1687,  iwst. 

Form  1669. 
INCOME  BOND. 

UNITED  8TATES  01-'  AMERICA. 

No No. 

RAIIiWAY  COMPANY. 


INCOME   MORTCAgE    FIFTY    YEAR    GOLD    BOND    DUE    1960. 

Railway    Company    hereinafter    called    the 

"Railway  Company"  for  value  received,  hereby  promises  to  pay  to  bearer, 

or,  if  registered,  to  the  registered  holder  of  this  bond,   dollars 

($ )  in  gold  coin  of  the  United  States  of  America,  of  or  equal  to 

the  present  standard  of  weight  and  fineness,  on  the  first  day  of  December, 
19G0,  at  its  office  or  agency  in  the  city  of  New  York,  and  to  pay  such 
interest  thereon  for  the  two  years  from  December  1st,  1910.  not  exceeding 
four  per  cent,  per  annum,  and  such  interest  thereon  from  December  1, 
1912,  not  exceeding  five  per  cent,  per  annum,  as  the  Board  of  Directors 
of  the  Railway  Company  shall  ascertain,  determine  and  declare,  as  pro- 
vided in  the  mortgage  and  deed  of  trust  herein  mentioned,  to  be  payable 
pro  rata  on  the  bonds  of  the  issue  of  which  this  bond  is  one,  out  of  the 
surplus  net  earnings  and  income  of  the  railways  and  other  property 
covered  by  said  mortgage  and  deed  of  trust  and  of  the  Railway  Company 
from  all  sources,  such  interest  when  declared  being  payable  at  said  office 
or  agency  in  like  gold  coin  semi-annually  on  the  first  day  of  September  and 
the  first  day  of  March  in  each  year,  except  the  last  installment  of  interest 
which  shall  be  payable  December  1,  1960,  but  only  upon  presentation  and 
surrender  of  the  respective  coupons  therefor,  hereto  attached,  as  they 
severally  become  payable.  At  the  option  of  the  holder,  the  principal  and 
interest  of  this  bond  will  also  be  payable  at  the  office  or  agency  of  the 
Railway  Company  in  Chicago.  Interest  on  this  bond  from  December  1, 
1912,  at  the  rate  of  five  per  cent,  per  annum,  shall  be  cumulative  as  pro- 
vided in  said  mortgage  and  deed  of  trust,  and  the  Railway  Company  agrees, 
whenever  the  principal  of  this  bond  shall  become  due,  to  pay  all  arrears 
of  interest  to  such  due  date,  whether  theretofore  declared  payable  or  not. 
No  installment  of  interest  shall  be  declared  payable  of  less  than  one  per 
cent,  on  account  of  the  interest  for  the  first  two  years  from  the  date 
hereof  nor  of  less  than  one  and  one-fourth  per  cent,  thereafter,  and  the 
rate  of  interest  declared  to  be  payable  shall  in  every  instance  be  such 
minimum  amounts  or  multiples  thereof.     Installments  of  interest  becoming 


1316    CORPORATION  FORMS  AND  PRECEDENTS. 

payable  on  account  of  interest  for  the  first  two  years  from  the  date  hereof 
shall  be  payable  only  upon  presentation  and  surrender  of  the  coupons 
representing  said  installments  in  the  order  of  their  number.  The  first 
installment  of  interest  from  December  1,  1^12,  shall  be  payable  only  upon 
surrender  of  the  coupon  or  coupons  representing  the  same,  bearing  the  date 
September  1,  1913,  and  all  coupons  of  prior  number  not  theretofore  sur- 
rendered ;  and  all  subsequent  coupons  shall  be  payable  in  the  order  in  which 
they  are  numbered,  but  only  upon  presentation  and  surrender  thereof; 
and  if  any  such  coupons  bearing  date  September  1,  1913,  or  a  subsequent 
date,  is  not  paid  on  the  day  of  the  date  thereof,  it  shall  become  payable 
before  or  at  the  same  time  as  the  coupon  next  in  order.  Both  the  principal 
and  interest  of  this  bond  are  payable  without  deduction  for  any  tax  or  taxes, 
assessment  or  assessments,  or  other  governmental  charges,  which  the 
Eailway  Company  may  be  required  to  pay  thereon,  or  to  retain  therefrom, 
under  any  present  or  future  law  of  the  United  States  or  of  any  state,  county, 
municipality,  or  other  lawful  taxing  authority  therein.  This  bond  is  one 
of  an  issue  of  bonds  of  the  Railway  Company,  known  as  its  Income  Mort- 
gage Fifty- Year  Gold  Bonds,  limited  to  the  principal  amount  of  $6,.500,000  at 
any  one  time  outstanding,  and  all  issued  and  to  be  issued  under,  and  equally 
secured  by  a  mortgage  and  deed  of  trust,  dated  December  1,  1910,  executed 

by  the  Railway  Company  to Trust  and  Savings  Bank  and 

as  Trustees.  For  a  description  of  the  properties  and  franchises  mortgaged 
and  pledged,  the  nature  and  extent  of  the  security,  the  rights  of  the 
holders  of  bonds,  and  the  terms  and  conditions  upon  which  the  bonds  are 
and  are  to  be  issued  and  secured,  reference  is  made  to  said  mortgage  and 
deed  of  trust,  to  all  the  provisions  of  which  the  holder  hereof  by  accepting 
this  bond  assents.  All  of  said  bonds  may  at  the  option  of  the  Railway 
Company,  be  called  for  redemption  on  any  interest  payment  day  at  their 
face  amount  and  if  such  day  be  March  1,  1913,  interest  for  the  three 
months  immediately  preceding  such  day,  and  if  such  day  be  after  March  1, 
1913,  all  interest  in  arrears  as  well  as  interest  for  the  three  months  immedi- 
ately preceding  such  day,  after  notice  the  first  publication  whereof  shall  be  at 
last  sixty  days  before  such  day,  all  as  provided  in  said  mortgage  and  deed 
of  trust.  The  principal  of  this  bond  may  be  declared  due  in  the  manner  and 
with  the  effect  provided  in  said  mortgage  and  deed  of  trust,  in  case 
default  shall  be  made  and  shall  continue  as  therein  provided.  This  bond 
shall  i)ass  by  delivery  unless  registered  in  the  name  of  the  owner,  such 
registry  being  noted  on  the  bond  by  the  bond  registrar,  and  thereafter 
no  transfer  shall  be  valid  unless  made  by  the  registered  owner  in  person,  or  by 
his  attorney  duly  authorized,  and  similarly  noted  by  the  bond  registrar 
hereon;  but  the  same  may  be  discharged  from  registry  by  being  transferred 
to  bearer,  and  thereupon  transferability  by  delivery  shall  be  restored;  but 
again,  from  time  to  time,  it  may  be  registered  or  transferred  to  bearer  as 
before.  The  registry  of  this  bond  shall  not  affect  the  negotiability  of  the 
coupons,  which  shall  continue  to  be  payable  to  bearer,  and  transferable  by 
delivery.  At  all  stockholders'  meetings  the  holder  of  the  bond  shall  be 
entitled  to  one  vote  for  each  $100  principal  amount  thereof,  subject  to  the 
following  regulations  and  to  all  the  provisions  of  said  mortgage  and  deed  of 
trust:  (a)  if  such  holder  shall  be  the  registered  owner  of  this  bond  or,  if  the 
bond  is  not  registered,  shall  be  the  person  in  whose  name  the  serial  number 
hereof  shall  have  been  recorded  in  the  voting  r&cord  for  ten  days  immediately 


BONJ)  ISSUES.  1317 

preceding  the  date  of  the  meeting,  he  shall  lie  entitled  to  cast  all  the  votes 
attached  to  this  bond  in  person,  or  by  proxy  other  than  the  corporate 
Trustee  under  said  mortgage  and  deed  of  trust;  (b)  if  such  holder  shall 
not  be  such  registered  owner  or  the  person  in  whose  name  such  serial  num- 
ber shall  have  been  so  recorded  or  being  such  registered  owner  or  person 
shall  not  be  present  at  the  meeting  in  person,  or  by  proxy  other  than  such 
corporate  Trustee,  he  shall  be  entitled  to  cast  all  votes  attached  to  this  bond 
by  such  corporate  Trustee  as  his  proxy  or  such  person  or  persons  as  it  shall 
designate;  and  the  said  corporate  Trustee  or  such  person  or  persons  so 
designated,  such  holder  by  atVepting  this  bond  hereby  appoints  his  proxy 
for  such  purpose.  No  recourse,  under  or  upon  any  obligation,  covenant  or 
agreement  contained  in  this  bond  or  any  coupon  appertaining  thereto  or 
contained  in  the  said  mortgage  and  deed  of  trust  or  under  or  upon  any 
indebtedness  secured  thereby,  or  because  of  the  creation  of  any  indebted- 
ness secured  thereby,  or  for  the  payment  of  the  principal  or  interest  of  any 
Income  Mortgage  Fifty-Year  Gold  Bond  or  coupon  or  for  any  elaim  based 
thereon  or  on  said  mortgage  and  deed  of  trust  shall  be  had  against  any 
corporator  or  incorporator,  or  past,  present  or  future  stockholder,  oQicer 
or  director  of  the  Railway  Company  or  of  any  predecessor,  assignee,  grantee, 
or  successor  company  or  any  of  them  either  directly  or  through  the  Railway 
Company  or  any  predecessor,  assignee,  grantee,  or  successor  company,  or 
any  of  them  by  the  enforcement  of  any  assessment,  call  or  payment  or 
through  any  receiver,  assignee,  or  trustee  in  bankruptcy,  or  by  any  other 
legal  or  equitable  proceedings,  whether  for  amounts  unpaid  on  stock  sub- 
scriptions or  other  stock  liability  or,  for  any  other  liability  of  any 
kind,  whether  by  virtue  of  any  statute,  constitution,  contract,  express  or 
implied,  rule  of  law  or  otherwise,  it  being  expressly  understood  and  agreed 
that  tills  bond  and  said  mortgage  and  deed  of  trust  and  all  the  ol)ligations 
thereby  secured  are  solely  corporate  obligations  and  that  no  personal 
liability  whatever  shall  attach  to  or  be  incurred  by  the  corporators  or 
incorporators,  or  past,  present  or  future  stockholders,  officers  or  directors 
of  the  Railway  Company,  or  of  any  predecessor,  assignee,  grantee,  or 
successor  corporation,  or  any  of  them,  because  of  the  incurring  of  the 
indebtedness  authorized  by  said  mortgage  and  deed  of  trust  or  under 
or  by  reason  of  any  of  the  obligations,  covenants,  promises  or  agreements 
contained  in  said  mortgage  and  deed  of  trust  or  in  said  bonds  or  coupons 
or  to  be  implied  tlierefrom;  and  that  any  and  all  personal  liability  of 
every  name  and  nature  of,  and  any  and  all  rights  and  claims  against, 
every  such  corporator  or  incorporator  or  past,  present  or  future  stockholder, 
officer  or  director  whether  arising  at  law  or  in  equity  or  created  or  to  be 
created  by  statute  or  constitution  or  otherwise,  are  hereby  expressly 
released  and  waived  as  a  condition  of  and  as  a  part  consideration  for  the 
execution  of  such  mortgage  and  deed  of  trust  and  the  issue  of  the  bonds 
and  interest  obligations  thereby  secured.  This  bond  shall  not  be  valid 
or  become  obligatory  for  any  purpose  unless  authenticated  by  the  certificate 
hereon  endorsed  of  the  corporate  Trustee  under  said  mortgage  and  deed 
of    trust. 

In   witness  whereof,    Railway   Company   has   caused 

this  bond  to  be  signed  in  its  corporate  name  by  its  President  or  a  Vice- 
Presiilent  and  its  corporate  seal  to  be  hereto  affixed  duly  attested  by  its 
Secretary  or  Assistant  Secretary  and  the  coupons  for  said  interest,  with 


1318    CORPORATION  FORMS  AND  PRECEDENTS. 

the  eugraved  signature  of  its  treasurer,   to  be  attached  thereto,  this  first 
day  of  December,  1910. 

Eailway  Company, 

By 

President. 
[Corporate   Seal] 

Attest :    

Secretary. 

Form  of  Trustee 's  Certificate. 
This  bond  is  one  of  the  bonds  described  in  the  within  mentioned  mortgage 
and  deed  of  trust. 

Trust   and   Savings  Bank, 

Trustee. 

By    

Trust  Officer, 
Treasurer. 

(Form  of  Interest  Coupon.) 

When,  and  as,  such  interest  shall  become  pay-       ON     OK     AFTER 
able    in    accordance    with    the    provisions    of    the 
Income    Mortgage    of   the   Railway   Company   re- 
ferred to  in  the  below  mentioned  bond, 

SEPT.  1,  19 

Sailway  Company  will  pay  to  the  bearer  at  its 
office  or  agency  in  the  City  of  New  York,  or  at 
the  option  of  the  holder  in  the  City  of  Chicago, 

upon   presentation   and   surrender   of  this   coupon,  No 

One  dollar  and  twenty-five  cents  ($1.25)  in  United 
States  gold  coin,  being  one-half  of  six  months' 
interest  on  its  INCOME  MORTGAGE  FIFTY- 
YEAR  GOLD  BOND  No 

unless  said  bond  shall  have  been'     

called  for  previous   redemption.  Treasurer.  $1.25 

(Form  of  Registry  Endorsement.) 
Notice.     No  writing  on  this  Bond  except  by  an  Officer  or  Agent  of  the 
Company. 

Date  of  Registry.  In   Whose  Name  Registered!  Bond  Registrar. 


For  another  form  of  income  bond,  see  preceding  form. 

See  generally  as  to  income  bonds.  Cook  on  Corporations,   §  773. 

Form  1670. 
INCOME  MORTGAGE  BOND  SCRIP. 

No $ .  . .  . 


RAILWAY  COMPANY. 

Income  Mortgage  Gold  Bond  Scrip. 
This  is  to  certify  that,  pursuant  to  the  Income  Mortgage  dated  December 

1,  1910,  executed  by RAILWAY 

COMPANY  (hereinafter  called  the  "Railway  Company")  to  the 


BOND  lSSUf:S.  1319 

Trust   and  Havings  Jiank  and    ,  as  Trustors,  and  subject 

TO  all  the. provisions  thereof,  the  Vjearer,  prior  to  the  date  when  the  principal 

of  the  income  bonds  shall  become  due,  on  surrender  to  tho  said 

Trust    and    Savings    Bank    for    cancellation   at    its    office    in    the    City    of 

,  of  this  and  other  Income  Mortgage  Gold  Bond  Scrip 

Certificates  of  an  aggregate  face  value  of  One  hundred  dollars  ($100)  or 
more  will  l>e  entitled  to  receive  from  the  Railway  Company  an  income  bond 
or  bonds  of  a  par  value,  as  nearly  as  possible,  ecpial  to  the  aggregate  face 
value  of  such  surrendered  certificates,  bearing  all  unmatured  coupons  of 
later  number  than  the.  matured  coupons  thereunto  Vjelonging,  and  an  amount 
in  cash  equal  to  the  face  value  of  all  such  matured  coupons,  together  with  a 
new  scrip  certificate  for  any  excess  of  the  face  value  of  all  the  surrendered 
certificates  over  the  face  of  the-  said  bond  or  bonds.  If  this  certificate 
shall  be  outstanding  at  the.date  when  the  principal  of  the  income  bonds  shall 
become  due,  the  Eailway  Company  agrees  to  pay  at  such  date  to  the  bearer, 

u[)()n  surrender  for  cancellation  of  this  certificate 

dollars  ($ ),  and  in  addition  thereto  interest  to  such  date  from 

December  1,  1912,  at  the  rate  of  five  per  cent,  per  annum,  and  in  addition 
thereto,  in  case  interest  shall  have  been  paid  for  any  portion  of  the  two 
years  from  December  1,  1910,  upon  the  income  bonds,  interest  for  such 
portion  of  such  period  at  such  rate.  All  said  payments  shall  be  made  in 
gold  coin  of  the  United  States  of  America  of  or  equal  to  the  present 
standard  of  weight  and  fineness.  Under  the  provisions,  o^  said  mortgage 
this  scrip  certificate  is  not  entitled,  either  directly  or  indirectly,  to  any 
of  the  rights  attaching  to  the  bonds  issued  under  said  mortgage  or  to 
any  other  benefits  of  said  mortgage. 

This  scrip  shall  not  be  valid  or  become  obligatory  for  any  purpose  until 
it  shall  have  been  authenticated  by  the  certificate  hereon  endorsed  of  the 
corporate  Trustee  under  said  mortgage. 

Dated  the  first  day  of  December,  1910. 


RAILWAY  CO., 
By    

[Corporate  Seal.]  Vice  President. 

Attest : 


Secretary. 
■    (Form  of  Trustee's  Certificate.) 
This   is   one  of  the  bond  scrip  certificates  described   in   the  above   men- 
tioned  mortgage,   dated   December    1,    1910. 

TRUST  &  SAVINGS  BANK, 

Trustee. 

By  '. 

Trust    Officer. 
See  as   to   income   bonds,   Cook    on   Corporations,    §  773.      See   as   to   the 
issue  of  scrip   certificates  on   reorganization,   Cook  on  Corporations,    §  888. 
See  note  to  next  preceding  form. 


1320    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1671. 

CLAUSE  IN  REFERENCE  TO  PAYMENT  OF  INTEREST 
ON  INCOME  BONDS. 

The  party  of  the  first  part,  in  the  months  of  June  and  December  in  each 
and  every  year  until  said  bonds  are  fully  paid,  shall  cause  its  board  of 
directors  to  ascertain  and  declare  the  amount  of  net  income  applicable  to 
the  payment  of  interest  on  the  bonds  secured  hereby.  Such  amount  shall 
be  ascertained  by  deducting  from  the  gross  earnings  of  said  company  all 
current  expenses  for  operating  said  railroad  and  such  sums  as  in  the  judg- 
ment of  said  board  of  directors  may  be  necessary  to  maintain  and  renew 
said  road  and  its  equipment  and  appurtenances  and  to  keep  the  same  in  good 
condition  and  to  increase  its  equipment  to  such  extent  as  may  be  com- 
mensurate with  its  business  requirements,  and  to  pay  taxes,  rentals,  interest 
and  sinking  fund  installments  accrued  or  to  accrue  on  any  and  all  mort- 
gages existing  on  the  property  hereby  conveyed,  and  to  satisfy  all  liens 
and  charges  thereon  that  are  or  may  be  prior  in  equity  to  this  mortgage. 

From  the  net  income  thus  ascertained  the  said  board  of  directors  shall 
first  set  aside  an  amount  sufficient  to  pay,  on  the  first  day  of  the  month 
next  following,  interest  at  the  rate  of  six  per  cent,  per  annum  and  for  a 
period  of  six  months  on  all  the  outstanding  debenture  bonds  of  the  series 
"A"  secured  hereby.  If  the  said  net  income  shall  not  be  sufficient  to  pay 
such  interest  in  full  then  it  shall  be  wholly  applied  so  soon  as  it  amounts 
to  one  per  cent,  of  said  bonds  toward  such  interest  payment.  If  said  net 
income  shall  exceed  said  amount  needed  for  payment  of  interest  as  aforesaid 
on  the  outstanding  debenture  bonds  of  series  "A,"  the  said  board  of 
directors  shall  next  set  aside  from  the  excess  an  amount  sufficient  to  pay 
on  the  first  day  of  the  month  next  following,  interest  at  the  rate  of  six 
per  cent,  per  annum,  and  for  a  period  of  six  months,  on  all  the  outstanding 
debenture  bonds  of  the  series  "B,"  secured  hereby,  and  if  said  excess  shall 
not  be  sufficient  to  pay  such  interest  in  full,  then  it  shall  be  wholly  applied 
so  soon  as  it  amounts  to  one  per  cent,  of  said  bonds  toward  such  interest 
payment. 

Pollitz  V.  Wabash  K.  Co.,  167  Federal  150. 

Form  1672. 
REGISTERED  BOND.     . 

(In  denominations  of  $100,  $500,  $1,000,  $5,000,  and  $10,000.) 
United  States  of  America. 
No 

THE  COMMERCIAL  CABLE  COMPANY,  NEW  YORK. 
FIRST    MORTGAGE   FOUR   PER   CENT.    GOLD   BOND. 

Principal  due  Jan.  1,  A.  D.  2397. 
Interest   payable  quarterly  on  the  first  days  of  January,  April,  July  and 
October,  at  the  rate  of  four  per.  cent  per  annum. 
For  value  received  The  Commercial  Cable  Company  promises  to  pay  to 

or  assigns   dollars  in  gold  coin  of  the  United 

States  of  America  of  or  equal  to  the  present  standard  of  weight  and  fine- 
ness at  the  office  of  The  Commercial  Cable  Company,  in  the  city  of  New 
York,    on   the   first   of   January,   A.   D.   two   thousand  three   hundred   and 


BOND  ISSUES.  1351 

ninety-seven,  and  to  pay  interest  thereon,  in  like  gold  coin,  at  the  rate  of 

four  j)cr  (enfiuii   per  anniioi,   from   the   first  day  of    ,   18...., 

until  such  principal  sum  shall  be  paid,  such  interest  being  payable  at  said 
office  on  the  first  days  of  January,  April,  July,  and  October  in  each  year. 
This  bond  is  one  of  an  issue  of  bonds,  coupon  and  registered,  of  like 
tenor,  to  an  amount  not  exceeding  in  the  aggregate  twenty  million  dollars, 
all  of  which  are  equally  secured  by  a  mortgage  deed  of  trust  bearing  date 
January  1,  1897,  made  by  the  said  The  Commercial  Cable  Company  to  said 
The  Farmers'  Loan  and  Trust  Company,  as  Trustee,  of  and  ujion  the 
property  and  franchises  of  The  Commercial  Calde  Company  (including  the 
franchises,  stock,  and  property  of  the  I'ostal  Telegraph-Cable  Company, 
heretofore  acquired  by  said  The  Commercial  Cable  Company). 

In  case  of  default  for  six  months  after  due  demand  in  the  payment  of 
interest  on  any  of  said  bonds,  the  principal  of  all  thereof  may  be  declared 
due  in  the  manner  and  with  the  effect  provided  in  said  mortgage  deed  of 
trust. 

All  payments  upon  this  bond  of  both  principal  and  interest  are  to  be 
made  without  deduction  for  any  tax  or  taxes  which  said  Cable  Company 
may  be  required  to  pay  or  to  retain  therefrom  by  any  present  or  future 
laws  of  the  United  States  of  America,  or  any  of  the  states  thereof,  said 
Cable  Company  hereby  covenanting  and  agreeing  to  pay  any  ami  -ill  such 
tax  or  taxes. 

This  bond  is  transferable  only  at  the  office  of  said  The  Commercial 
Cable  .Company  on  the  books  of  said  The  Commercial  Cable  Company  by 
the  registered  owner  in  person  or  by  attorney  upon  the  surrender  hereof, 
and  may  be  transferred  into  similar  bonds  of  smaller  denominations  or  be 
merged  with  other  bonds  of  this  issue  into  a  similar  bond  of  larger  de- 
nomination, except  that  the  only  denominations  shall  be  $100,  .$oO(),  $1,000, 
$5,000,  and  $10,000. 

Instalments  of  interest  on  this  bond  shall  be  paid  by  cheque  or  warrants 
mailed  to  proprietors  at  their  addresses,  registered  in  the  books  of  said 
Cable  Company,  and  such  payments  shall  be  in  full  in  the  order  of  their 
maturity  and  in  accordance  with  the  provisions  of  said  mortgage  deed  of 
trust. 

This  bond  may  be  exchanged  for  the  debenture  stock  of  said  The  Com- 
mercial Cable  Company  on  the  terms  set  forth  in  the  mortgage  deed  of 
trust,  securing  this  bond. 

This  bond  shall  not  be  valid  or  obligatory  until  the  certificate  indorsed 
hereon  shall  have  been  signed  by  the  Trustee  under  the  said  mortgage 
deed  of  trust. 

In    Witness    Whereof,    The    Commercial    Cable    Company    has    on    this 

day  of caused  its  corporate  seal  to  be  aftixed  hereto, 

and  this  bond  to  be  signed  by  its  vice-president  and  treasurer. 

The  Commercial  Cable  Company. 

By 

Vice-President. 

Treasurer. 

Attest :    Secretary. 

The  above  class  of  bonds  usually  contain  a  registration  clause  as  follows: 

"This  bond  shall  pass  by  delivery,  or  by  transfer  upon  the  transfer  books 

of  the  company  in  the  city  of  New  York.    After  registration  of  ownership 


1322     CORPORATION  FORMS  AND  PRECEDENTS.' 

certified  hereon  by  the  transfer  agent  of  the  company,  no  transfer,  except 
on  the  books  of  the  company,  sliall  be  vabd,  unless  the  last  transfer  is  to 
bearer,  which  shall  restore  transferability  by  delivery;  and  it  shall  continue 
subject  to  successive  rej^istrations,  and  transfers  to  bearer  as  aforesaid, 
at  the  option  of  each  holder." 

Cook  on  Corporations   (6th  Ed.),  §  765. 

See  fjenerally  as  to  the  effect  of  a  registration  of  bonds.  Cook  on  Cor- 
porations, SS  764,  767,  825. 

See  for  other  form  of  registered  bonds.  Forms  1673,  1702,  post. 

Form  1673. 

GENERAL  MORTGAGE  RAILROAD  BOND 
(REGISTERED). 

Reading   Eailway   and   the   Philadelphia   and   Reading   Coal   and   Iron   Co. 
General   Mortgage   4%   Gold  Bond. 

No $ 

Know  All  'Won  by  These  Presents  that  Reading  Company  and  the  Phil- 
adelphia and  Reading  Coal  and  Iron  Company,  corporations  of  the  State 
of  Pennsylvania,  hereinafter  called  the  companies,  for  value  received,  jointly 

and  severally  promise  to  pay or assign 

the  sum   of  $ gold   coin  of  the  United  States  of  America 

of  the  present  standard  of  weight  and  fineness  on  the  first  day  of  January, 
in  the  year  1997,  at  the  office  or  agency  of  the  Reading  Company  in  the 
City  of  New  York,  and  to  pay  interest  thereon  from  the  first  day  of'  Jan- 
uary or  July,  as  the  case  may  be,  next  preceding  the  date  hereof,  at  the 
rate  of  Four  Per  Cent.  (4%),  payable  semi-annually,  in  like  gold  coin  at 
said  office  or  agency  on  the  first  days  of  January  and  July  in  each  year. 
Both  the  principal  and  interest  of  this  bond  are  payable  without  deduc- 
tion for  any  tax  or  taxes  of  the  United  States,  or  any  state  or  munici- 
pality thereof,  which  the  companies,  or  either  of  them,  may  be  required 
to  pay,  or  to  retain  therefrom  under  any  present  or  future  law.  This 
bond  is  one  of  a  series  of  coupon  bonds  and  registered  bonds  of  the  com- 
panies, known  as  General  Mortgage  Four  Per  Cent.  (4%)  Gold  Bonds, 
duly  authorized  and  approved  by  the  Board  of  Directors  and  the  stock- 
holders severally  of  each  of  the  companies,  and  issued  and  to  be  issued  to 
an  amount  not  exceeding  in  the  aggregate  One  Hundred  and  Thirty-five 
Million  Dollars  ($135,000,000)  at  any  one  time  outstanding.  All  of  which 
bonds  are  issued  under  and  in  pursuance  of  and  are  equally  secured  by  a 
mortgage  or  deed  of  trust,  dated  January  5,  1897,  executed  by  the  com- 
panies to  the  Central  Trust  Company  of  New  York,  New  York,  a  corpora- 
tion of  the  State  of  New  York,  as  trustee  of  all  the  property  and  fran- 
chises of  the  companies  mentioned  in  said  mortgage  or  deed  of  trust,  to 
which  reference  is  hereby  made  for  a  description  of  the  property  and  fran- 
chises and  the  nature  and  extent  of  the  securities  and  the  rights  of  the 
holders  of  the  said  bonds  under  the  same,  and  the  terms  and  conditions 
upon  which  said  bonds  are  issued  and  secured,  This  bond  is  transferable 
by  the  registered  holder  hereof,  in  person  or  by  attorney,  duly  authorized, 
on  the  books  of  the  companies  at  the  office  or  agency  of  the  Reading  Com- 
pany, in  the  City  of  New  York,  upon  surrender  and  cancellation  of  this 
bond,  and  a  new  registered  bond  will  be  issued  to  the  transferee  in  ex- 
change therefor,  as  provided  in  said  mortgage  or  deed  of  trust,  and  on 


liOND  ISSUES.  1323 

payment,  if  the  companies  siiall  so  require,  of  the  charj^e  therein  provided 
for. 

This  bond  shall  not  be  obligatory  for  any  purpose  until  it  shall  have 
been  authenticated  by  the  certificate  hereon  endorsed,  of  the  trustee  under 
said  mortgage  or  deed  of  trust. 

In  Witness  Whereof,  the  Reading  Company  and  the  Philadelphia  and 
Keading  Coal  and  Iron  Company,  severally,  have  caused  these  presents  to 
be  signed  by  their  respective  Presidents  or  Vice-Presidents  and  their  re- 
s[iective  corporate  seals  to  be  hereto  aflfixed,  and  to  be  attested  by  their 
respective  Secretaries  or  Assistant-Secretaries,  this  fifth  day  of  July,  1897. 
Attest:  Keading   Coinp&uy, 

. . . . : By 

Secretary.  President. 

Attest:                        The    Phila(ieli>liia  &    Reading    Coal    i:     Iron    Co., 

By    

Secretary.  President. 

TUUSTEE'S   CERTrnCATE. 
This   bond   is   one   of   the   series   of   Ceneral    .Mortgage   Gold   Bonds,   de- 
scribed in  the  within  mentioned  mortgage  or  deed  of  trust,  executed  by  the 
Reading  (  omjiany  and  the  Philadelphia  and  Reading  Coal  and  Iron  Co.  to 
the  undersigned. 

Central  Trust  Co.,  of  New  York,  Trustee, 

By   

Vice  President. 
See  generally  as   to   the  effect  of  registration   of  corporate  bonds,  Cook 
on  Corporations,   §S  705,  815. 

For  other  forms  of  registered  bonds,  see  I-'orms  1672,  supra,  1702,  post. 

Form  1674. 
CONVERTIBLE  GOLD  BOND. 

United   States  of   America. 

State  of.  New   Jersey. 

The   Company. 

First    Mortgage   Twenty-Year   Six   Per   Cent.    Convertible   Gold   Bond. 
$1,000                                                                                                                      $1,000 
No ^'o 

The    Company,   a   corporation  existing   under   the   laws   of 

the  State  of  New  Jersey,  and  hereinafter  termed  the  Com- 
pany, for  value  received,  hereby  promises  to  pay,  on  the   day  of 

,   A.    D.    1925,   at   the   office   or   agency  of   the    

Company  in  the  City  of  New  York,  to  bearer,  or,  if  it  be  registered,  to  the 
registered  holder  of  this  bond.  One  Thousand  Dollars  in  gold  coin  of  the 
United  States  of  America  of  or  equal  to  the  present  standard  of  weight 
and  fineness,  and  to  pay  interest  thereon,  from  the  date  hereof,  at  the 
rate  of  six  per  cent,  per  annum  until  paid;  such  interest  to  be  payable  at 
such  office  or  agency  in  like  gold  coin,  semi-annually,  on  the  first  days  of 
:May  and  Novendjer  in  each  year,  but  only,  upon  presentation  and  surrender 
of  the  respective  coupons  for  such  interest  hereto  attached,  as  they  sever- 
ally mature.  Both  the  principal  of  this  bond  and  the  interest  thereon  are 
payable  without  deduction  for  any  tax  or  other  charge  that  the 


1324     CORPORATION  FORMS  AND  PRECEDENTS. 

Company  may  be  required  or  permitted  to  pay  thereon,  or  to  retain  tbere- 
from,  under  any  present  or  future  law  or  ordinance  of  the  United  States 
or  of  any  State,  County  or  Municipality  therein. 

In  case  default  shall  be  made  in  the  payment  of  any  semi-annual  instal- 
ment of  interest  on  any  bond  of  the  issue,  of  which  this  is  one,  when  the 
same    shall    become    due    and    such    instalments    shall    remain    unpaid    for 

ninety   (90)   days,  or  the Company  shall  make  default  in  the 

performance  or  observance  of  certain  other  covenants  contained  or  condi- 
tions prescribed  in  the  First  Mortgage  hereinafter  referred  to  and  such 
default  shall  continue  for  ninety    (90)   days  after  notice  thereof  given  to 

the Company   as   provided   in   said    Mortgage,   the   principal 

of  this  bond  may  become  due  and  payable  in  the  manner  provided  in  said 
Mortgage. 

All  of  the  issue  of  bonds  of  which  this  is  one,  at  the  time  being  out- 
standing (but  not,  except  in  case  of  redemption  for  the  benefit  of  the 
sinking  fund,  any  part  thereof  less  than  all),   may  be  redeemed  by  the 

Company    upon    any   semi-annual    interest    day,    after    sixty 

(GO)  days'  published  notice  of  its  intention  to  make  such  redemption,  and 
upon  payment  or  deposit  of  an  amount  in  like  gold  coin,  equal  to  110  per 
cent,  of  the  face  value  of  such  bonds  in  addition  to  the  accrued  interest 
thereon,    as    in   said    Mortgage   provided. 

This  bond  is  convertible  as  provided  in  said  Mortgage,  at  the  option  of 
the  holder  hereof,  to  be  exercised  at  any  time  on  or  after  November  1, 
1907,  and  prior  to  November  1,  1917,  into  ten  (10)  shares  of  the  First  Pre- 
ferred  8%   Cumulative  Convertible   Stock,   or  into  ten    (10)    shares  of  the 

Common  Stock  of  the   Company,  as  the  holder  hereof  may 

elect,  which  said  shares  shall  be  of  the  par  value  of  one  hundred  dollars 
($100)    each,    with    an    adjustment  'of    current    and    accrued    interest    and    ' 
dividends,   as  between  this  bond   and  the  shares   of  stock   into   which  the 
same  may  be  converted,  as  provided  in  said  Mortgage. 

This   bond   is   one   of   a   duly   authorized   issue   of  coupon   bonds   of   the 

Company,   the   aggregate   amount   whereof   is  limited  to   the 

principal  sum  of  One  Alillion  Dollars  at  any  one  time  outstanding,  all  of 
which  bonds  have  been  issued,  or  are  to  be  issued,  pursuant  to,  and  are 
or  are  to  be  secured  ratably  by,  and  are  subject  to  the  provisions  of,  a 
First     Mortgage     dated     November     first,     1905,     duly     executed     by    the 

Company  to  The   Trust  Company  of  Ne^v 

York,    as    Trustee,   of    and   upon    all    of    the    property   and    rights    of   the 

Company,   acquired  and  to  be  acquired,  to  which  indenture  . 

of  mortgage  reference  is  hereby  made  for  statements  of  the  proj^erty  and 
rights  mortgaged  or  pledged,  the  nature  and  extent  of  the  security,  the 
conditions  upon  which  said  bonds  are  and  are  to  be  issued,  and  secured, 
the  rights  of  the  holders  of  said  bonds,  and  for  the  other  provisions  thereof, 
with  the  same  effect,  in  all  respects,  as  if  all  of  the  provisions  of  said 
Mortgage  were  herein  fully  set  forth.  All  rights  of  action,  as  well  as 
other  rights  of  the  holder  hereof  are  subject  to  the  provisions  of  said 
Mortgage. 

All  of  said  bonds  are  further  secured  by  a  sinking  fund  to  be  created 
by  the  Company,  the  payments  wherefor,  including  pay- 
ments of   $50,000   annually,   are   to  be   applied   from   time   to   time  to   the 


BOND  ISSUES.  1325 

retirement  of  said  bonds,  on  the  terms  and  conditions  set  forth  in  said 
Mortga{,'e. 

No  recourse  shall  be  had  for  the  payment  of  any  part  of  the  princii.al 
or  interest  of  this  bond  against  any  incorporator,  or  any  present  or  future 

stockholder  of  "the    Company,  either  directly  or  through  the 

Company,  by  virtue  of  any  law  or  by  enforcement  of  any 

assessment  or  otherwise,  or  against  any  ollicer  or  director  of  the 

Company  by  reason  of  any  matter  prior  to  the  delivery  of  said  Mortgage, 

or  against   any  present   or   future  ofTicer  or   director   of   the    

Company,  except  for' his  own  wrongdoing;  all  such  liability  being,  by  the 
acceptance  hereof  and  as  a  part  of  the  consideration  for  the  issue  hereof, 
expressly   released. 

This  bond  shall  pass  by  delivery,  unless  registered  in  the  owner's  name, 

on  the  books  of  the   Company,  at  its  office  or  agency,  in  The 

City   of    New   York    such   registry  being  noted  on  the  bond  by  the  Bond 

Registrar  of  the      Company,  after  which  no  transfer  shall  be 

valid  unless  made  on  the  books  in  the  manner  prescribed  in  said  Mortgage,- 
and  similarly  noted  on  the  bond;  but,  if  registered,  it  may  be  discharged 
from  registry  by  being  transferred  in  like  manner  to  bearer,  after  which 
transferability  by  delivery  shall  be  restored;  but  again  and  from  time  to 
time,  it  may  be  registered  or  transferred  to  bearer  as  above.  Eegistration 
shall  not  aifect  the  transferability  of  the  interest  coupons,  which  shall 
continue  to  be  transferable  by  delivery  merely. 

Neither  this  bond  nor  any  coupon  for  interest  thereon  shall  be  valid  or 
obligatory  for  any  purpose  until  and  unless  the  certificate  indorsed  hereon 
shall   have  been   duly  signed  by  the  Trustee  under  said   Mortgage. 

In  Witness  Whereof,  said  The    Company  has  caused  these 

presents  to  be  signed  by  its  President  or  one  of  its  Vice-Presidents,  and  its 
corporate  seal  to  be  hereunto  affixed  and  attested  by  its  Secretary  or  one  of 
its  Assistant  Secretaries,  and  coupons  for  such  interest,  bearing  the  en- 
graved fac-simile  signature  of  its  Treasurer  to  be  attached  hereto,  this 
first  day  of   November.  A.   D.   1905. 

Tho     Company, 

By    

President. 

Attest: 


Secretary. 

FORM    OP   IXTEREST    COUPON. 

Coupon  No ^^'^• 

On  the  first  day  of   ,  The   Company  will  pay 

to  the  bearer,  at  its  office  or  agency  in  The  City  of  New  York,  State  of 
New  York,  on  presentation  and  surrender  of  this  coupon,  thirty  dollars  in 
United  States  gold  coin,  being  six  months'  interest   then  due  on   its  First 

Mortgage  Twenty- Year  Six  Per  Cent.  Convertible  Gold  Bond  No.   .  .  : 

unless  said  bond  shall  have  been  previously  redeemed  or  otherwise  retired  as 
permitted  l)y  said   First    Mortgage. 

Treasurer. 

See  for  bonds  convertible  into  stock.  Cook  on  Corporations,  §  2S.T ;  Clark 
&  ]\r.,  Cor])..  M-'-.  See  also  Carver  v.  Southern  Iron  &  S.  Co.,  78  Atl.  (N. 
J.)  240. 

See  for  other  forms  of  convertible  bonds,  Forms  1678,  1684,  1687,  post. 


1826    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1675. 

CLAUSE    OF    MORTGAGE    REGULATING    CONVERSION 
OF  BONDS  INTO  STOCK. 

The    Company    covenants    and    agrees   that    the.  holders 

of  the  bonds  secured  hereby,  and  of  each  of  them,  shall  (unless  the  same 
shall  have  been  previously  redeemed  or  otherwise  retired,  or  drawn  for  re- 
demption as  in  this  indenture  provided),  at  any  time  on  or  after  November 
1st,  1907,  and  prior  to  November  1st,  1917,  have  the  privilege  and  right  to 
exchange  the  bond  or  bonds  held  by  them  respectively  for,  and  to  convert 
the  same  into  full  paid  and  non-assessable  shares  of  the  First  Preferred  8% 
Cumulative    Convertible    Stock,    or   of    the   Common    Capital    Stock    of   the 

Company,  as  either  of  such  issues  of  stock  shall  be  constituted 

at  the  time  of  the  conversion,  at  par,  and  that,  upon  surrender  of  said  bond 
or  bonds  and  all  unpaid  and  unmatured  interest  coupons  to  the  Trustee,  for 

the    Company,  the   Company  will  issue  and  deliver 

to  the  then  holder  or  holders  of  said  bond  or  bonds  certificates  for 
shares  of  the  said  First  Preferred  8%  Cumulative  Convertible  Stock,  or 
of  said  Common  Capital  Stock,  as  such  bondholder  may  elect,  of  the  par 
value  of  one  hundred  dollars  each  at  and  for  an  amount,  par  value,  equal 
to  the  principal  of  the  said  bonds  so  surrendered  and  then  remaining 
unpaid  and  will  thereupon  pay  unto  the  holder  or  holders  of  the  bond 
or  bonds  so  surrendered  an  amount  in  cash  equal  to  the  unpaid  interest 
to  the  date  of  such  conversion  upon  such  bond  or  bonds.  The  period 
for  which  dividends  shall  be  computed  on  shares  of  First  Preferred  Stock 
issued  in  exchange  for  any  such  bond  shall  begin  on  the  day  of  such 
exchange,  and  no  dividends  shall  be  paid  on  any  shares  of  such  stock  for  any 
period  or  time  prior  to  said  date;  and  every  certificate  for  shares  of 
such  First  Preferred  Stock  delivered  upon  such  exchange  shall  be  stamped 
1>efore  delivery  as  follows  viz.:  "No  dividends  payable  on  the  shares 
represented  by   this   certificate   for   or   on   account   of  any  period   or  time 

prior  to  the   day  of   ,   19 ,"   the  date  of 

such  conversion  being  inserted  in  said  endorsement ;  and  every  certifi- 
cate for  such  First  Preferred  Stock  that  shall  be  issued  in  lieu  of  any 
such  certificate,  or  of  any  substitute  therefor,  pending  the  date  for  the 
payment  of  dividends  next  succeeding  the  date  of  such  conversion  and 
until  the  payment  of  all  arrears  of  dividends  for  previous  periods,  shall 
be  similarly  stamped.  No  holder  of  any  shares  of  stock  issued  in  exchange 
for  any  bond  or  bonds  shall  be  entitled  to  dividends  upon  said  shares, 
except  from  the  date  of  such  conversion.  And  in  case  of  the  conversion 
of  any  bond  into  Common  Stock,  the  Common  Stock  into  which  the  same 
shall  be  converted  shall  share  ratably,  according  to  its  amount,  in  all 
dividends  which  may  be  subsequently  declared  upon  the  Common  Stock. 
Upon  surrender  of  any  such  bond  or  bonds,  the  same  and  all  unmatured 
intetest  coupons  annexed   or  pertaining  thereto  shall  at  once  become  null 

and  void,  and  shall  be  cancelled.     The  said Company  further 

covenants  and  agrees  that  until ,  19.  . .,  ten  thousand  shares 

of  its  First  Preferred  8%  Cumulative  Convertible  Stock  and  ten  thou- 
sand f-hares  of  its  Common  Stock,  of  the  par  value  of  one  hundred  dol- 
lars ($100)  each,  shall  remain  unissued,  subject  to  bo  issued  only  in 
exchange  for  bonds  in  accordance  with  the  terms  of  this  indenture,  and 


BOND  ISSUES.  1327 

that   it   will,   to   enable   said   privilege   ami    right   to   exchange   or   convert 

to  be  effcc-tualiy  exercised,  at  all  times  on  and  after ,  19.  . ., 

and  until   U».  .  . ,  so  hold  shares  of  its  First  Preferred  8% 

Cumulative  Convertible  Stock  and  likewise  shares  of  its  Common  Capital 
Stock  each  to  an  amount  at  the  par  value  thereof  equal  to  the  prin- 
cipal amount  of  the  outstanding  unconverted  bonds  secured  hereby.  Cer- 
tificates representing  such  ten  thousand  shares  of  the  Com- 
pany's First  Preferred  8%  Cumulative  Convertilile  Stock  and  certificates 
representing  such  10,000  shares  of  its  Commgn.  Stock  (each  of  said  cer- 
tificates being  for  ten  shares),   having  been   duly  executed  by  the  proper 

officers  of  the    Company  and  sealed   with   its  seal,  have 

been  depo'sited  with  the  Trustee,  and  the  Trustee  is  hereby  irrevocably 
authorized  and  empowered,  upon  any  demand  for  the  conversion  of  any 
of  said   bonds  made  as  hereby  authorized,  to  cause  said  certificates  to  be 

registered  and,  as  the  agent   of   the    Company   for  that 

purpose,  to  deliver  the  same  in  exchange  for  any  bond  or  bonds  that  may 
be  surrendered  as  contemplated  in  this  Article  when   and  as  required  for 

purposes  of  exchanges  to  be  made  ab  aforesaid;  and  the   

Company  expressly  covenants  and  agrees  upon  demand  of  the  Trustee  to 
supply  the  Trustee,  when  and  as  the  same  shall  be  demanded,  with  such 
amounts  of  money  as  shall  be  required  to  pay  the  accrued  interest  upon 
said  bonds  at  the  time  of  their  conversion  as  hereinabove  provided.  Cer- 
tificates no  longer  needed  to  be  held  for  such  conversion,  shall  from  time  to 

time  be  canceled  by  the  Trustee  and  returned  tu  the    

Company. 

See  preceding  form. 

Form  1676. 

COVENANT  IN  TRUST  DEED  TO  KEEP  ON  HAND  QUICK 

ASSETS. 

The Company  will  at  all  times,  so  long  as  any  of  the 

bonds  secured  hereby  aro  outstanding,  keep  on  hand  (1)  good  bills  and 
accounts  receivable  and  cash  and  cash  items,  (2)  merchantable  and  mov- 
able assets  consisting  of  merchandise  manufactured  and  in  process  of 
manufacture,  raw  material,  supplies  and  other  assets  constituting  and 
usually  knowni  as  "quick  assets"  and  (3)  shares  of  stock  in  other  cor- 
porations (including  any  stocks,  bonds  and  other  securities  mortgaged 
or  pledged  hereunder)  that  may  be  approved  by  the  Trustee  as  "quick 
assets,"    of    an    aggregate    net    value    of    at    least    One    million    dollars 

($1,000,000),  in  excesa  of  the  amount  of  all  liabilities  of  the    

Company  other  than  the  bonds  secured  hereby. 

Within  sixty  days  after  the  close  of  any  fiscal  year  of  the   

Company,  it  shall  deliver  to  the  Trustee  a  schedule  sworn  to  by  its 
president  or  one  of  its  vice-presidents  and  by  its  treasurer  or  auditor,  or 
one  of  its  assistant  treasurers  (being  in  every  case  a  person  dififercnt 
from  the  president  or  vice-president  also  verifying  such  schedule)  show- 
ing   in    classified    and    summarized    form    the    nature,    location    and    value 

of  the  quick  assets  so  held  by  the   Company  at  the  close  of 

such  fiscal  year.     In  case  the   Company  at  any  time  shall  not 

have  or  recognize  any  regular  fiscal  year,  such  schedule  shall  be  prepared 


1328     CORPORATION  FORMS  AND  PRECEDENTS. 

with   reference   to    the    quick   assets   held   by   the    Company 

at  the  clope  of  each  calendar  year  and  shall  be  delivered  to  the  Trustee 
between  the  first  day  of  January  and  the  first  day  of  March,  inclusive, 
of  the  year  following  that  for  which  such  schedule  shall  be  so  prepared. 
In  case  in  the  opinion  of  the  Trustee  any  of  such  quick  assets  shall  not 
at  the  time  have  or  possess  a  market  or  reasonably  known  value  or  the 
value  stated  in  said  schedule,  or  in  case  the  Trustee  shall  be  of  the  opinion 
that  it  is  desirable  in  the  interests  of  the  holders  of  the  bonds  secured 
hereby  that  any  other  facts  stated  in  said  schedule  or  affecting  or  per- 
tinent to  such  quick  assets  shall  be  ascertained,  the  trustee  may  cause 
the  value  of  said  quick  assets,  or  any  thereof,  to  be  fixed  by  a  compe- 
tent appraiser  or  appraisers,  expert  or  experts  to  be  selected  by  the 
trustee,  or  such  other  facts  similarly  to  be  ascertained;  and  the  trustee 
may    in    its    discretion   at   any   time,   cause   the   books   and   records   of   the 

Company  and  of  any  and   all  corporations,  shares  of  stock 

wherein   shall   be   owned   or   controlled   by   the    Company,   if 

the Company  shall  have  power  to  procure  access  to  such  ■ 

books  or  records,  to  be  examined  in  order  to  verify  the  correctness  of 
any  such  schedule,  and  the  trustee,  in  its  discretion,  may  ascertain  other- 
wise the  nature,  extent,  condition,  location,  custody,  or  any  other  ele- 
ment  affecting   the   value   of  any   of   the   property,   interests   or   rights   of 

the Company.     The Company  will  at  all  times 

permit  the  trustee,  and  its  officers,  attorneys,  accountants  and  other  agents 
designated    for   that   purpose,    to   examine   all   the   books    and    records    of 

the    Company,    (including    its   bank    accounts),    and    all   of 

the  books  and  records  of  every  such  subordinate  corporation,  as  well  as 
all  the  lands,  plants,  stocks,  supplies  and  other  property  and  of  all  the 
assets,    interests    and    rights    of    every   kind   in    the   possession    or   control 

of  the   Company,  and  of  every  such  subordinate  company 

susceptible  of  examination,  and  generally  to  investigate  all  of  the  affairs 

of   the    Company,    and   will   facilitate   all    such   examination 

in  every  practicable  manner,  and  will  promptly  pay  the  cost  and  expense 
of  every  such  examination,  investigation  or  appraisal.  But  the  Trustee 
shall  not  be  liable  for  not  doing  so,  and  the  Trustee  shall  be  entitled  to 
accept  and  reiy  on  any  schedule  delivered  to  it  and  upon  the  report  of 
any  appraiser  or  expert  that  it  may  select  or  employ  under  the  provi- 
sions hereof. 

See  Forms  1674,  167.5,  supra. 

See  for  another  clause  in  reference  to  keeping  on  hand  "quick  assets," 
Forms  1686,  post. 

Form  1677. 

CLAUSE  FOR  SINKING  FUND  TO  REDEEM  PRECEDING 

BOND. 

The    Company   will   create   and   maintain   a   sinking   fund 

to  be  specially  applied  to  the  redemption  and  payment  on  or  before  the 
maturity  of  the  bonds  secured  by  this  indenture  by  setting  apart  on  or 
prior  to  August  1.5,  in  the  year  1906,  and  in  each  year  thereafter  until 
all  of  said  bonds,  principal  and  interest,  shall  be  paid  or  redeemed,  the 
sum  of  Fifty  thousand  dollars  ($.50,000).  The  money  so  set  apart  as  such 


BOND  ISSUES.  1329 

sinking  fund  shall  be  deposited  with  the  Trustee  in  trust  to  tie  used  to 
redeem  said  bonds  as  follows:  Immediately  upon  the  deposit  of  said  sum 
of  Fifty  thousand  dollars    ($.jU,000),  the  Trustee  shall  at  the  election   of 

the    Company,   either   purchase    in    the   open    market    at    the 

then  market  price  thereof — not  in  any  event  exceeding  One  humlred  and 
ten  per  cent  (110%)  of  the  jirineipal  of  the  bonds  to  be  purchased  and 
accrued  interest  thereon — as  many  of  the  said  bonds  as  can  be  so  acquired 
by  the  use  of  the  said  sum  of  Fifty  thousand  dollars  ($50,000^  together 
with  any  additional  funds  that  the  Trustee  may  have  in  its  possession 
on  account  of  said  sinking  fund;  or  publish  notice  in  one  daily  paper 
of  general  circulation  in  The  City  of  New  York,  once  in  each  week  for 
two  (2)  successive  weeks,  that  said  bonds  will  be  purchased  therewith 
and  inviting  offers  for  the  purchase  of  said  bonds  at  the  prices  to  be 
named  in  said  offers  by  the  holders  thereof,  and  in  that  case,  upon  the 
receipt  of  such  offers,  the  lowest  offer  or  offers,  not  exceeding  in  any 
event  an  amount  equal  to  one  hundred  and  ten  per  cent  (110%)  of  the 
principal  of  the  bonds  referred  to  therein  and  the  accrued  interest  thereon, 
shall  be  accepted  and  the  bonds  mentioned  in  the  offer  or  offers  so  accepted 
shall  thereupon  be  purchased  by  the  Trustee  to  the  extent  of  the  money 
in  the  sinking  fund.  If  in  either  such  case  the  Trustee  shall  be  unable 
to  purchase,  at  a  price  not  exceeding  one  hundred  and  ten  per  cent. 
(110%)  of  the  principal  and  accrued  interest,  a  sufficient  number  of 
bonds  to  permit  the  investment  therein  of  all  moneys  available  for  sinking 
fund  purposes  within  thirty  (30)  days  after  the  payment  of  any  install- 
ment of  said  sinking  fund  moneys  to  the  Trustee,  the  Trustee  shall  there- 
upon draw  by  lot  a  number  of  said  bonds  sufficient  at  the  price  of  one 
hundred  and  ten  per  cent  (110%)  of  principal  and  accrued  interest  to 
absorb  all  of  said  available  moneys  and  shall  thereupon  advertise  the 
number  of  the  bonds  so  drawn  in  one  daily  newspaper  of  general  circu- 
lation, published  in  the  City  of  New  York,  once  a  week  for  three  suc- 
cessive weeks,  and  by  such  advertisement  shall  require  said  bonds  so 
numbered  to  be  presented  for  redemption  at  the  office  of  the  Trustee 
in  the  City  of  New  York,  which  for  that  purpose  shall  be  the  agency  of 

the  Company,  on  a  day  specified  in  such  advertisement,  such 

day  being  not  less  than  thirty  (30)  days  nor  more  than  forty-two  (42) 
days  from  the  date  of  the  first  publication  of  said  advertisement,  together 
with  a  notice  that  interest  upon  said  bonds  so  numbered  vnW  cease  to 
accrue  upon  said  day  therein  named  for  the  redemption  of  said  bonds. 
If  any  of  said   bonds   so   drawn   be   registered,   a   similar   notice   shall   be 

Fent   by   the    Company   to   the   registered    holder   thereof   at 

his  .address  as  the  same  appears  upon  the  bond  register.  Interest  upon 
the  bonds  so  drawn  shall  cease  accordingly  on  the  day  named  in  said 
notice  and  on  or  after  said  day  said  bonds,  upon  presentation  and  sur-  • 
render  thereof  with  all  unmatured  coupons,  shall  l)e  paid  at  the  price 
of  one  hundred  an<l  ten  per  cent.  (110%)  of  the  principal  thereof  and 
accrued  interest  to  said  date.  If  any  of  the  bonds  so  drawn  shall  not 
be  presented  and  surrendered  to  the  Trustee  on  the  day  so  fixed  therefor, 
the  moneys  remaining  in  the  sinking  fund  applicable  to  the  redemption 
of  such  bonds  shall  thereafter  be  hold  by  the  Trustee  upon  a  special  trust 
for  the  redemption  of  such  bonds  when  the  same  shall  be  presented  and 
surrendered.     All   bonds  ])ur('haso<l   in  either  such   nuinner  or  so  redeemed 


1330    CORPORATION  FORMS  AND  PRECEDENTS. 

shall  forthwith  be  canceled  and  the Company  notified  by  the 

Trustee  of  the  distinguishing  numl.ers  of  the  bonds  so  purchased  or  re- 
deemed and  canceled.  All  bonds  so  purchased  or  redeemed  and  canceled 
shall   thereupon    become   wholly   void    for   every   purpose    whatsoever.      In 

event  the    Company  shall  at   any  time   make  default   in  the 

payment  of  any  instalment  of  said  sinking  fund  moneys,  or  any  part  of 
any  such  instalment,  on  or  before  the  day  by  which  such  instalment  is  to 
be  paid  pursuant  to  the  terms  of  this  Article,  but  shall  thereafter  pay 
such  instalment  to  the  Trustee,  whether  prior  to  the  exjiiration  of  the 
period  o*f  grace  allowed  therefor  by  the  terms  of  Sections  1,  J  and  3  of 
Article  Seventh  of  this  Indenture  or  otherwise,  such  default  shall  be 
deemed  to  continue  in  every  such  case  until  the  whole  of  such  installment 
and  interest  upon  the  amount  of  such  instalment,  or  on  the  part  thereof 
in  the  payment  whereof  default  shall  have  been  made,  at  the  rate  of  six 
per  cent.  (6%)  per  annum  from  the  date  by  which  all  of  such  instalment 
should  have  been  paid,  shall  have  been  paid  to  the  Trustee.     In  event  of 

the  redemption  by  the    Company  at  any  time  of  all  of  the 

outstanding  bonds  secured  by  this  indenture,  all  moneys  then  in  the  hands 
of  the  Trustee  under  the  provisions  of  this  Article  or  any  other  provision 
of  this  indenture    (including  bonds   other  than  those  secured  hereby  then 

held   in   the   sinking  fund)    shall   be   available  to   the    Com- 

])any  for,  and  upon  its  request,  evidenced  by  a  certified  copy  of  a  resolu- 
tion   of   its   Board   of    Directors   to   that   effect,    shall    be    applied   by    the 
Trustee  to  the  redemption  and  payment  of  said  bonds. 
See  Forms  1674-1676,  snpra. 

Form  1678. 
CONVERTIBLE  SINKING  FUND  COUPON  BOND. 

No.  C '  $1,000.00 

United  States  of  America. 

State  of  

The    Company. 

First  Mortgage  Five  Per  Cent  Convertible  Gold  Bond. 
Authorized  issue,  ,$12,000,000. 

For    value    received,   The    Company   a    corporation   of 

the  State  of  (hereinafter  called  the  Company)   promises 

to  pay  to  bearer,  or  if  registered  to  the  registered  owner  hereof,  on  the 
first  day  of  October,  1928,  at  the  office  of  the  Trust  Com- 
pany  (hereinafter  called  the  Trustee)   in  the  City  of   or  at 

the  option  of  the  Company  at  the  office  or  agency  of  the  Company  in  the 

city   of    or    in   the   city   of    ,    the   sum   of   One 

thousand  dolJMrs  ($1000)  in  gold  coin  of  the  United  States  of  America 
of  or  equal  to  the  present  standard  of  weight  and  fineness,  with  interest 
thereon  at  the  rate  of  five  per  centum  (5%)  per  annum  payable  at  the 
office  or  agency  of  the   Company  or  of  the  said   Trustee   in   the  City  of 

or  at  the  office  of  Messrs &  Co.   in  the  City 

of    ,    in    like   gold    coin   semi-annually   on   the   first    days 

of  April  and  October  in  each  year  upon  presentation  and  surrender  of  the 
coupons  hereto  a,ttached  as  they  severally  mature  and  without  deduction 
from   such   principal   or   interest   for   any  taxes   or   assessments  which   the 


BOND  ISSUES.  1331 

Company  or  the  trustee  may  he  required  to  pay  tlioreoii  or  to  ileduct 
therefrom  under  any  present  or  future  law  of  the  United  States  or  of 
any  State,  County,  MuniL'ij)ality  or  taxing  district  therein.  This  bond  is  one 
of  a  series  of  bonds  niiinbercd  from  one  to  twelve  thousand  (12,000)  both 
incdusive,  of  the  denomination  of  one  thousand  dollars  ($1,000)  each,  issued 
or  to  be  issued  under  and  in  pursuance  of  a  mortgage  or  deed  of  trust  dated 
October  1,  1908,  between  the  Company  and  the  Trustee  under  all  the 
provisions  of  which  this  bond  and  the  rights  of  the  holder  or  registered 
owner  are  subject  and  to  which  by  the  receij)t  hereof  the  holder  or  regis- 
tered owner  hereof  absents.  All  rights  of  action  on  this  bond  are  sub- 
ject to  the  provisions  of  said  mortgage  or  deed  of  trust.  All  bonds  of 
this  issue  at  any  time  outstanding  are  subject  to  call  as  a  whole  by 
the  Company  on  any  interest  date  after  July  1,  1909  at  one  hundred 
and  three  per  centum  (103%)  per  annum  and  accrued  intere.st  on  not 
less  than  twelve  weeks'  notice  to  be  given  as  provided  in  sai<l  mortgage 
or  deed  of  trust.  The  Company  covenants  and  agrees  that  annually  on 
or  before  the  first  of  January,  beginning  with  the  year  1910  and  there- 
after until  all  the  I  on<ls  issued  and  outstanding  shall  be  fidly  paid,  it 
will  pay  to  the  Trustee  an  amount  equal  to  three  and  one-eighth  per 
centum  (3%%)  of  the  ]mr  value  of  the  bonds  theretofore  issued  whether 
outstanding  o|"  not,  which  amount  shall  constitute  a  sinking  fund  and 
shall  from  time  to  time  be  used  by  the  trustee  in  purchasing  bonds  secured 
hereby  at  a  price  not  exceeding  one  hundred  and  three  per  centum  (103%) 
and  accrued  interest,  or  in  calling  in  and  retiring  on  any  interest  date 
at  the  rate  of  one  hundred  and  three  per  centum  (103%)  of  the  face 
value-  thereof  and  accrued  interest  such  of  the  bonds  as  shall  be  drawn 
by  lot  and  shall  be  called  in  the  manner  in  said  mortgage  or  deed  of 
trust  provided.  Any  bonds  which  shall  be  so  purchased  or  so  called  in 
by  the  Trustee  as  in  said  mortgage'  or  deed  of  trust  provided  shall  forth- 
with be  cancelled  and  discharged  and  the  issue  of  bonds  secured  b.y  the 
said  mortgage  or  deed  of  trust  shall  be  reduced  accordingly.  Bonds  ip 
excess  of  Eight  million  dollars  ($8,000,000)  shall  be  issued  only  subject 
to  the  provisions  of  said  mortgage  or  deed  of  trust.  At  any  time  thr 
holders  of  this  bond,  if  the  same  has  nol  previously  been  drawn  for 
the  Sinking  Fund  or  called  for  redemption  by  the  Company  on  published 
notice  as  provided  in  said  mortgage  shall  have  the  right  to  exchange  said 
bond  at  par  for  the  six  per  cent  cumulative  preferred  stock  of  the  Com- 
pany at  par.  At  the  time  of  such  exchange  a  cash  adjustment  shall  be 
made  of  the  accrued  interest  on  such  bftnd  and  the  dividend  accrued  from 
the  last  preceding  semi-annual  dividend  date.  This  bond  shall  pass  by 
delivery  unless  registered  as  to  principal  in  the  owner's  name  upon  the 
bond  registry  books  at  an  office  or  agency  in  the  City  of  New  York,  to 
be  maintained  for  the  purpose.  Such  registration  to  be  noted  hereon  and 
after  such  registration  of  ownership  dul}'  noted  hereon,  no  transfer  shall 
be  valid  unless  made  on  said  books  by  the  registered  owner  in  person 
or  by  his  attorney  duly  authorized  and  similarly  noted  hereon,  but  the 
same  may  lie  discharged  from  registration  by  being  transferred  to  bearer 
and  thereupon  transferability  by  delivery  shall  be  restored,  but  this 
bond  may  again  from  time  to  time  be  registered  or  transferred  to  bearer 
as  before.  The  registration  of  this  Ixmd  shall  not  affect  the  negotiability 
of  the  coupons  by   delivery.     This   bond   may  also  be  exchanged   for  a 


1332     CORPORATION  FORMS  AND  PRECEDENTS. 

registered  bona  without  coupous  as  provided  in  said  mortgage  or  deed 
of  trust.  This  bond  shall  not  be  valid  or  become  obligatory  for  any 
purpose  until  it  shall  have  been  authenticated  by  the  certificate  of  the 
Trustee  endorsed  hereon. 

In  Witness  Whereof  the  Company  has  caused  this  bond  to  be  signed 
by  its  President  or  one  of  its  Vice-Presidents  and  its  corporate  seal 
to  be  hereunto  affixed,  attested  by  its  Secretary  or  Treasurer  this  first  day 
of  October,  1908. 

The  Co., 

By 

President. 

Attest :     

Secretary  (or  Treasurer.) 
(Usual  forms  of  coupons   and   Trustee's  certificates   attached.)  , 

Form  1679. 
SINKING  FUND  GOLD  BOND  (PAPER  COMPANY). 

United    States    of    America. 
State  of  

Company,   First   Mortgage   Six   Per  Cent.   Sinking 

Fund  Gold   Bond. 

The     Company,    a    corporation    organized    under    and 

l)y  virtue  of  the  laws  of  the   State   of    hereinafter  called 

the  Company,  for  value  received,  hereby  promises  to  pay  to  the  bearer, 
the  sum  of  One  Thousand  Dollars  ($1,000)  in  gold  coin  of  the  .United 
States  of  America  of  or  equal  to  the  present  standard  of  weight  and 
fineness,   on   the   first    day   of   July,   in   the  year   19....,   at   the   banking 

house  of  the   Trust  Company,  in  the  city  of    , 

upon  the  surrei^er  of  this  bond,  and  to  pay  interest  thereon  from  the 
first  day  of  July,  19....,  at  the  rate  of  six  (fi%)  per  cent,  per  annum, 
payable  in  like  gold  coin,  semi-annually,  on  the  first  days  of  January  and 
July,  in  each  year,  at  the  banking  house  of  said  Trust  Company,  upon 
presentation  and  surrender,  as  they  severally  mature,  of  the  interest  coupons 
hereto  annexed.  Both  the  interest  and  principal  on  this  bond  are  payable 
without  deduction  for  any  tax  or  taxes  which  the  Company  may  be 
required  to  pay  or  retain  therefrom  under  any  present  or  future  law  of 
the  United  States  of  America,  or  of  any  State  or  County  or  Municipality 
therein. 

This  bond  is  one  of  a  series  of  bonds  of  the  Company,  known  as  First 
Mortgage,  Six  Per  Cent.  Sinking  Fund  Gold  Bonds;  due  July  first,  19..., 
issued   and   to   be   issued   to   an   amount   not    exceeding   in    the   aggregate 

the  principal  sum  of  $ ,  all  of  which  bonds  are  issued  or  to  be 

issued  under  and  equally  secured  by,  a  certain  mortgage  or  deed  of  trust, 
dated  the  first  day  of  July,  19....,  executed  and  delivered  by  the  said 
Company  to  the  Trust  Com- 
pany, a  corporation  of  the  State  of   ,  as  Trustee,  to  which 

mortgage  or  deed  of  trust  reference  is  made  for  a  description  of  the 
properties  and  franchises  mortgaged,  the  nature  and  extent  of  the  secur- 
ity, the  rights  of  the  holders  of  the  bonds  under  said  mortgage,  and  the 
terms  and  conditions  upon  which  the  bonds  are  issued  and  secured. 


BOND  ISSUES.  1333 

This  bond  shall  not  beconio  effective  or  oljligatory  for  any  purpose  uuless 
and  until  it  shall  have  been  authenticated  by  the  certificate  hereon  en- 
dorsed by  the  said  Trust  Company  as  Trustee,  and  no  present  or  future 
shareholder,  officer,  manager  or  Trustee  of  the  Comi)any  sUall  be  personally 
liable  in  respect  to  this  bond,  or  any  coupons  annexed  thereto. 

This  bon'd  is  subject  to  redemption  before  maturity  on  the  first  day  of 
July  in  any  year  after  the  thirtieth  day  of  January,  19...,  at  par,  with 
the  premium  of  ten  (10%)  per  cent,  apd  the  interest  then  accrued,  by  the 
use    of    any    moneys    in    a    sinking    fund    in    which    shall    be    deposited 

$ ,  on  each  and  every  ton  of   ,  manufactured  by 

the  Company,  on  and  after  the  first  day  of  ,  19.  ...  ;  pro- 
vided,  nevertheless,  that   the  Company   shall  not   be  obliged  to  accumulate 

in  said  sinking  fund   in   any   year   more  than   the  sum   of    

thousand    dollars,    and    that    said    sinking   fund   shall    not    be   used    for   the 

redemption  in  any  year  of  more  bonds  than  equal  a  face  value  of 

thousand  dollars;  the  obligation  of  the  Company  being  to  redeem  as  many 

bonds  not  in  excess  of  the  face  value  of thousand  dollars,  as 

there  shall  be  funds  sufficient  in  the  sinking  fund  to  redeem.  The  bonds 
to  be  redeemed  before  maturity  may  be  determined  by  lot  or  by  public 
purchase,  at  a  redemption  price  hereinbefore  stated,  or  by  private  pur- 
chase at  a  price  less  than  said  redemption  price;  provided  that  the  Com- 
pany shall  also  have  the  right  to  redeem  all  or  any  bonds  of  this  issue  on 
the  first  day  of  January,  19....,  or  on  the  same  day  of  any  year  there- 
after, until  their  maturity,  at  par,  with  the  premium  of  ten  (10%)  per 
cent,  and  accrued  interest  to  the  date  of  such  redemption. 

In  Witness  Whereof,  the  Company  has  caused  these  pres- 
ents to  be  signed  on  its  behalf  by  its  President,  and  its  seal  to  be  hereunto 
affi.xed,  attested  by  its  Secretary,  and  coupons  for  said  interest  with  the  en- 
graved signature  of   its   Treasurer,  to  be  hereunto  attached  this    

day  of   ,  19 

Company, 

By  

President. 
Attest : 


Secretary. 

TRUSTEE 'S  CERTIFICATE. 

This  bond  is  one  of  a  series  of  bonds,  described  in  the  within  mentioned 

mortgage  or  deed  of  trust,  executed  and  delivered  by  the 

Company,  to  the  undersigned  as  Trustee. 

The    Trust  Company, 

By   

Treasurer. 

FOR:\r    OF   COUPON. 

The   Company  $ 

Will  pay  to  bearer  at 

The Trust  Company,   ,  on  the  first  day 

of  July,   19 $ ,   ill  United  States  gold  coin 


1334  ■  CORPORATION  FORMS  AND  PRECEDENTS. 

or  its  equivalent,  being  six  months'  interest  on  its  first  mortgage,  six  (6%) 
per  cent,  sinking  fund  gold  bond  for  One  Thousand   ($1,00(1)  Dollars, 
No 


Treasurer. 
See  generally  in   reference  to  provision   for  sinking   funds   in, corporate 
mortgages,  Cook  on  C'orjiovations,  §S765-S07. 
See  two  forms  next  following. 

Form  1680. 

FIRST  MORTGAGE  SINKING  FUND  BOND  (COAL 
COMPANY). 

UNITED  STATES  OF  AMEEICA. 
State  of   Pennsylvania. 

THE '. COAL  &  COKE  COMPANY. 

First  r^lortgage  Six  Per  Cent.  Sinking  Fund  Gold  Bond. 
No $1,000. 

The  Coal  &  Coke  Corripany,  a  corporation  created  and  ex- 
isting under  the  laws  of  the  State  of  Pennsylvania,  and  hereinafter  termed 
the  "Coal  Company,"  for  value  received,  promises  to  pay  on  the  first  day 

of   July,   19 ,   at  the  oflSee  of   The    Trust  Company   of 

,  in  the  City  of   ,  Pennsylvania,  to  bearer,  or  if 

registered,  to  the  registered  holder  of  this  bond,  one  thousand  ($1,000) 
dollars,  in  gold  coin  of  the  United  States  of  or  equal  to  the  present  stand- 
ard of  weight  and  fineness,  and  to  pay  interest  thereon  from  the  first  day 
of  July,   19...,  at  the  rate  of  six  per  centum  per  annum,  at  the  ofiice 

of  The   Trust  Company  of   ,  in  the  city  of 

,  Pennsylvania,   in  like   gold  coin,  semi-annually,  on  the  first 

day  of  January  and  the  first  day  of  July,  in  each  year  upon  presentation 
and  surrender  of  the  respective  coupons  for  such  interest  hereto  attached 
as  they  severally  mature. 

All  payments  upon  this  bond,  both  of  principal  and  interest,  shall  be 
made  without  deduction  for  any  tax  or  taxes  which  the  Coal  Company, 
its  successors  or  assigns,  may  be  required  to  pay,  deduct  or  retain  there- 
from under  any  present  or  future  law  of  the  United  States,  or  of  any 
State,  County  or  ^Municipality  therein. 

This  bond  is  one  of  a  duly  authorized  issue  of  bonds  of  the  Coal  Com- 
pany, the  aggregate  amount  whereof  is  limited  so  that  there  shall  never  at 
any  one  time  be  outstanding  bonds  of  said  issue  for  an  aggregate  prin- 
cipal sum  exceeding  five  hundred  thousand  ($500,000)  dollars,  said  bonds 
being  numbered  consecutively  from  one  (1)  to  five  hundred  (500),  in- 
clusive, each  for  one  thousand  ($1,000)  dollars,  whereof  three  hundred 
thousand  ($300,000)  dollars,  being  bonds  numbers  1  to  300,  inclusive, 
become  due  and  payable  July  1st,  1918,  and  the  remaining  two  hundred 
thousand  ($200,000)  dollars,  being  bonds  numbered  301  to  500  inclusive, 
are  divided  into  ten  (10)  equal  series,  maturing  annually  on  the  first  day 
of  July  in  each  year,  beginning  on  .July  1st,  1908,  all  of  which  bonds  have 
been  issued,  or  are  to  be  issued,  under  and  in  pursuance  of,  and  are  to  be 
secured  equally  and  ratably  by,  and  are  subject  to,  an  Indenture  of  Mort- 
gage  dated   July   1st,    1905,    duly   executed   by   the   Coal    Company   to   the 


BOND  ISSUES.  1335 

Trust   Coriijiaii}'   of    ,   as   Tnistop,  whirli    Imleii- 

ture  is  duly  recorded  in  the  ofiice  of  the  Kecorder  of  Deeds  in  and  for  the 
County  of  ,  Pennsylvania,  ami  eovers  the  property  and  fran- 
chises of  the  Coal  Company  now  owned  or  hereafter  acquireil,  and  hereby 
reference  is  made  to  said  Indenture  with  the  same  effect  as  if  herein  fully 
Bet  forth. 

This  bond  is  subject  to  redemption  as  provided  in  said  Indenture  on 
any  interest  paying  date,  by  payment  of  the  unpaid  accrued  interest  and 
the  principal  thereof. 

For  the  purpose  of  creating  a  Sinking  Fund  lor  the  redemption  and 
retirement  of  said  bonds,  the  Coal  Company  covenants  to  pay  unto  the 
Trustee  under  said  Indenture,  a  sum  ecjual  to  twenty-five  cents  per  ton  for 
each  ton  of  run-of-mine  coal  mined  out  of  the  mortgaged  premises,  and 
that  such  payments  shall  amount  at  the  least  to  fifteen  thousand  ($15,000) 
dollars  for  the  year  ending  June  30,  1906,  and  at  the  least  to  twenty-five 
thousand   ($25,000)   dollars  in  each  year  thereafter. 

This  bond  shall  pass  by  delivery  unless  registered  in  the  owner's  name 
on  the  books  of  the  Coal  Company  to  be  kept  at  the  office  of  the  Trustee 

in  the  City  of    ,  Pennsylvania,  such  registry  being  noted  on 

the  bond  by  the  Coal  Company's  Transfer  Agent,  after  which  no  transfer 
shall  be  valid  unless  made  on  said  books  in  the  manner  prescribed  in  said 
Indenture  and  similarly  noted  on  the  bondj  but  the  same  may  be  dis- 
charged from  registry  by  being  transferred  in  like  manner  to  bearer,  after 
which  transferability  by  delivery  shall  be  restored;  but  again,  from  time  to 
time,  it  may  be  registered  or  transferred  to  bearer  as  before,  such  registra- 
tion, however,  shall  not  affect  the  transferability  of  the  ^coupons  for  the 
interest  hereon  by  delivery  merely,  and  payment  to  the  bearer  thereof  shall 
discharge  the  Coal  Company  in  respect  of  the  interest  therein  mentioned 
whether  or  not  the  bond  shall  have  been  registered.  The  interest  coupons, 
however,  may  be  surrendered  at  the  time  of  the  registry  of  the  principal 
of  the  bond  and  cancelled,  and  such  cancellation  noted  by  the  Transfer 
Agent  on  the  back  of  the  bond,  after  which  the  transferability  of  such 
bond  by  delivery  cannot  be  restored,  and  thereafter  the  same  shall  be 
transferable  only  on  said  books,  and  the  principal  and  interest  thereof  shall 
be  payable  only  to  the  registered  owner,  or  his  legal  representatives. 

Neither  this  bond  nor  any  coupon  for  the  interest  thereon  shall  become 
or  be  valid  until  the  bond  shall  have  been  authenticated  by  the  certificate 
endorsed  thereon,  duly  signed  by  the  Trustee  under  said  Indenture. 

In  Witness  Whereof,  the  said  The   Coal  &  Coke  Company 

has  caused  these  presents  to  be  signed  by  its  President,  or  a  Vice-President, 
and  its  corporate  seal  to  be  hereunto  affixed,  and  to  be  attested  by  its 
Secretary  or  an  Assistant  Secretary,  and  coupons  for  such  interest,  bear- 
ing the  engraved  fac  .limiJe  signature  of  its  Treasurer,  to  be  attached 
hereto,  this  first   day  of  July,   1005. 

The   Coal  &  Coke  Company, 

By  

President. 
Attest : 


Secretary. 
Attach   form  of  Coupon  and   Trustees '  Certificate. 
See  forms  next  preceding  and  next  following. 


1336     CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1681. 

CLAUSES  OF  COAL  COMPANY  MORTGAGE  REGULATING 
SINKING  FUND  BONDS. 

AETICLE  THEEE. 

Section  1.  For  the  purpose  of  creating  a  Sinking  Fund  for  the  redemp- 
tion and  retirement  of  the  bonds  issued  hereunder,  the  Coal  Company 
covenants  and  agrees  to  pay  unto  the  Trustee  under  this  Indenture,  a  sum 
equal  to  twenty-five  cents  per  ton  for  each  ton  of  run-of-mine  coal  mined 
out  of  the  mortgaged  premises.  Such  payments  sh«ll  be  made  semi- 
annually not  later  than  the  20th  day  of  May  and  not  later  than  the  20th 
day  of  November  in  each  year  and  shall  be  for  the  six  months  ending  on 
the  last  day  of  the  preceding  month. 

The  first  payment  to  the  Sinking  Fund  shall  be  made  not  later  than  the 
20th  day  of  ^lay,  1906,  at  which  time  the  amount  due  to  the  Sinking  Fund 
to  and  including  April  30,  1906,  shall  be  paid,  the  amount  of  which  pay- 
ment shall  not  be  less  than  $15,000;  and  thereafter,  each  of  the  semi- 
annual payments  to  be  made  to  the  Sinking  Fund  shall  amount  at  the  least 
to  $12,500;  but  if  the  Coal  Company  in  any  year  shall  pay  to  the  Sinking 
Fund  an  amount  in  excess  of  the  minimum  herein  required,  it  shall  be 
entitled  to  credit  for  the  amount  of  such  excess  upon  the  minimum  amount 
to  be  paid  in  the  succeeding  -years;  and  in  like  manner,  if  during  any 
year  the  Coal  Company  shall  make  payments  in  excess  of  the  amount  due 
for  coal  mined  it  shall  be  entitled  to  credit  for  the  amount  of  such  excess 
as  against  future  payments  becoming  due  to  the  Sinking  Fund  for  coal 
mined;  but  in  no  event  shall  the  amount  so  paid  to  the  Sinking  Fund  be 
less  than  twenty-five  cents  per  ton  for  each  ton  of  ruu-of-mine  coal  mined 
out  of  the  mortgaged  premises. 

Section  2.  At  the  time  of  making  each  of  said  payments,  the  Coal  Com- 
pany shall  render  to  the  Trustee  a  detailed  statement  showing  the  amount 
of  coal  mined  from  the  mortgaged  premises  during  the  six  months  ending 
on  the  last  day  of  the  month  preceding  the  date  fixed  for  such  payment, 
and  the  source  from  which  the  same  was  mined,  which  statement  shall  be 
verified  by  the  affidavit  of  the  Chief  Engineer  and  of  the  President  or  a 
Vice  President  and  the  chief  accounting  officer  of  the  Coal  Company,  and 
on  or  before  the  first  day  of  July  of  each  year  the  Coal  Company  shall 
furnish  to  the  Trustee  a  detailed  statement  verified  by  the  affidavit  of  the 
Chief  Engineer  and  of  the  President  or  a  Vice  President  and  the  chief 
accounting  officer  of  the  Company,  showing  the  total  amount  of  coal  mined 
during  the  year  ending  April  30th  next  preceding,  and  the  source  from 
which  the  same  was  mined. 

The  Coal  Company  shall  at  all  times  keep,  full,  accurate,  and  detailed 
plans  and  mining  maps,  showing  accurately  the  operations  of  the  Company 
and  the  amount  of  coal  mined  from  its  properties.  The  Trustee  may,  by 
its  agent  or  agents,  thereunto  authorized  by  it,  inspect  and  examine  at 
any  time,  and  from  time  to  time,  the  mines,  property,  books,  papers  and 
records  of  the  Coal  Company,  for  the  purpose  of  ascertaining  the  correct- 
ness of  any  of  the  statements  furnished  by  the  Coal  Company,  to  the  Trustee 
under  the  terms  hereof,  and  full  and  free  access  shall  be  afforded  by  the 
Coal  Company  to  such  agent  or  agents  appointed  by  the  Trustee  for  the 
purpose  aforesaid.     The  Trustee,  however,  shall  not  be  under  any  obliga- 


BOND  ISSUES.  1337 

tion  to  make  any  such  examination,  except  upon  the  written  reriuest  of 
tlie  holdei-B  of  at  least  ten  per  centum  of  the  bomis  then  outstanding,  and 
upon  being  iudeniuilied  to  its  satisfaction  against  the  expenses  of  suth  in- 
spection and  examination.  The  Coal  Company,  however,  will  pay  all  rea- 
sonable exi)ense3  incurred  by  the  Trustee  in  making  such  examinations  as 
by  the  Trustee  may  be  deemed  necessary,  and  the  expenses  of  any  other 
examinations  shall  be  paid  by  the  bond-holders  requesting  such  examina 
tious. 

Section  3.  The  moneys  so  paid  to  the  Sinking  Fund,  together  with  the 
accumulations  thereof,  shall  be  used  an<l  applied  by  the  Trustee  as  follows: 

(a)  Towards  the  purchase  and  retirement  from  time  to  time,  in  such 
manner,  and  at  such  prices  as  may  be  approved  by  the  Trustee  (not,  how- 
ever, exceeding  the  price  at  which  such  bonds  under  the  terms  thereof,  may 
be  redeemed  and  retired)   of  one  or  more  of  the  bonds  secured  hereby. 

(b)  If,  in  the  opinion  of  the  Trustee,  bonds  cannot  be  so  purchased,  then 
towards  the  redemption  and  retirement  in  the  manner  provided  in  this 
Article,  of  the  bonds  issued  and  outstanding  hereunder,  in  their  numerical 
order  beginning  with  the  lowest  outstanding  bond. 

Section  4.  All  or  any  of  the  bonds  hereby  secured  shall  be  redeem- 
able on  any  interest  paying  date,  and  may  be  redeemed  as  hereinafter  pro- 
vided by  the  payment  of  the  amount  specified  in  said  bonds,  to  be  paid 
for  the  redemption  and  retirement  of  such  bonds,  whicl  redemption  and 
retirement  shall  be  made  in  the  manner  herein  provided. 

Whenever,  for  the  purpose  of  redeeming  bonds  otherwise  than  by  the  use 
of  moneys  in  the  Sinking  Fund,  the  Coal  Company  in  writing  shall  request 
the  Trustee  to  redeem  and  retire  a  specified  aggregate  amount  of  such 
bonds,  and  shall  deposit  with  the  Trustee  the  moneys  required  to  pay  the 
principal  of  said  bonds,  together  with  the  premium,  if  any,  payable  thereon 
under  the  terms  of  such  bonds,  and  the  interest  accruing  to  the  date  of  such 
redemption,  the  Trustee  shall  designate  in  the  manner  herein  provided, 
bonds  for  redemption  out  of  such  moneys  to  the  aggregate  amount  so 
requested;  and  all  moneys  so  deposited  with  the  Trustee  under  this  para- 
graph shall  be  credited  as  against  future  payments  becoming  due  to  the 
Sinking  Fund  under  Section  1  of  ^his  Article. 

Section  5.  When  the  Trustee  shall  have  determined  to  redeem  and  retire 
bonds  issued  hereunder  by  the  use  of  Sinking  Fund  's  moneys,  or  shall  have 
been  requested  by  the  Coal  Company  to  redeem  and  retire  bonds  out  of  the 
Sinking  Fund  or  moneys  deposited  for  that  purpose  w^ith  the  Trustee  as 
l)rovided  in  Section  4  of  this  Article,  the  Trustee  shall  ascertain  and  deter- 
niine  in  the  manner  hereinbefore  provided  the  bonds  to  be  so  redeemed  and 
retired;  and  thereupon  the  Trustee  shall  advertise  at  least  once  in  each 
calendar  week  for. at  least  four  successive  calendar  weeks,  in  one  daily 
newspaper  published  in  the  City  of  Pittsburg,  Pennsylvania,  a  notice 
addressed  to  the  holders  of  bonds  secured  by  this  Indenture,  specifying 
the  distinctive  numbers  of  the  bonds  to  be  redeemed  and  retired,  and  stat- 
ing that  on  a  date  designated  in  such  notice  (which  date  shall  be  on  the  first 
day  of  January  or  the  first  day  of  July  next  after  such  notice  shall  have 
been  advertised  for  the  period  aforesaid),  such  specified  bonds  will  become 
and  will  be  due  and  i)ayable  at  par  value,  and  the  accrued  interest  to  the 
date  of  payment  specified  in  such  notice  together  with  the  premium,  if 
any,  specified  in  such  bonds  to  be  paid  on  the  redomi>ti(>n  and  retirement 


1338    CORPORATION  FORMS  AND  PRECEDENTS. 

thereof.  Such  notice  shall  further  specify  whether  such  bonds  are  to  be 
redeemed  out  of  moneys  in  the  Sinking  Fund  or  are  to  be  redeemed  at 
the  request  of  the  Coal  Company  otherwise  than  by  the  use  of  the  Sinking 
Fund.  If  any  of  the  bonds  so  to  be  redeemed  shall  be  registered,  the 
Trustee  shall  also  mail  a  copy  of  such  notice,  in  a  sealed  envelope,  duly 
stamped,  to  the  registered  holders  of  such  registered  bonds. 

On  and  after  the  date  of  payment  designated  in  such  notice,  the  Trustee 
shall  take  up  and  pay  at  the  rate  aforesaid,  out  of  moneys  held  iu  the  Sink- 
ing Fund  applicable  for  the  purpose,  the  bouds  that  shall  have  been  desig- 
nated as  aforesaid  for  redemption  and  retirement  and  shall  take  up  and 
pay  out  of  the  moneys  which  shall  have  been  deposited  by  the  Coal  Com- 
pany with  the  Trustee  for  the  purpose,  bonds  that  shall  have  been  drawn 
at  the  request  of  the  Coal  Company  as  aforesaid.  Such  payment  of  the 
sums  payable  for  the  principal,  and  the  premium,  if  any,  on  each  coupon 
bond  drawn  for  redemption  shall  be  made  to  the  bearer  of  such  coupon 
bond,  unless  it  shall  have  been  registered;  but  if  it  shall  have  been  regis- 
tered, then  such  payment  shall  be  made  to  the  registered  holder  of  such 
registered  coupon  bond ;  but  in  no  case  except  upon  surrender  of  such  bonds 
and  all  coupons  for  interest  thereon  not  due  at  the  date  of  redemption 
designated  in  such  notice.  All  interest  installments  upon  coupon  bonds 
which  shall  have  matured  on  or  prior  to  the  date  of  redemption  designated 
by  such  notice  shall  continue  to  be  payable  to  the  bearers  severally  and 
respectively  of  the  coupons  for  such  interest. 

All  coupon  bonds  with  the  coupons  for  all  interest  maturing  after  the  date 
fixed  for  the  redemption  and  retirement  of  such  bonds,  and  all  registered 
bonds  (without  co'ipons)  taken  up  and  paid  by  the  Trustee  by  the  use  of 
moneys  in  the  Sinking  Fiind  or  by  the  use  of  moneys  deposited  by  the 
Coal  Company  as  aforesaid,  or  delivered  to  the  Trustee  in  payment  of 
moneys  due  the  Sinking  Fund,  as  herein  authorized,  shall  by  the  Trustee 
be  cancelled   and  shall  not  again  be  issued   or  used. 

Section  6.  From  and  after  the  date  when  bonds  designated  for  redemp- 
tion shall  become  payaWe  as  aforesaid,  the  moneys  in  the  Sinking  Fund 
set  apart  by  the  Trustee  for  the  payment  thereof,  or  the  moneys  deposited 
by  the  Coal  Company,  for  the  payment  thereof,  shall  be  held  by  the  Trus- 
tee upon  special  trust  for  the  payment  of  such  bonds  at  par,  together  with 
the  premium,  if  any,  payable  thereon  as  aforesaid,  and  accrued  interest 
to  the  date  designated  in  such  notice;  and  from  and  after  the  date  desig- 
nated in  such  notice  no  further  interest  shall  accrue  upon  any  bonds  so 
designated  for  redemption  and  specified  in  such  notice,  and  any  coupons 
for  interest  maturing  after  such  date  shall  become  and  be  null  and  void, 
anything  in  such  bond  or  in  such  coupons  or  in  this  Indenture  to  the  con- 
trary notwithstanding. 

See  generally  Cook  on  Corporations,  §  807. 

See  two  forms  next  preceding. 


BOND  ISSUES.  1339 

Form  1682. 
REFUNDING  AND  IMPROVEMENT  MORTGAGE  BOND. 

(Form  (jT  Coupou  liond.) 

No $1,000 

United  Statks  of  America. 

State  of   

The Railway  Company 

Ecfundiiij^  aiul  liiiprovenieut  Mortgage  Gold  Bond. 
The  ' Railway  Company,  a  corporation  organ- 
ized and  existing  under  the  laws  of  the  State  of (herein- 
after called  the  Railway  Company),  for  value  received,  hereby  promises  to 
pay  to  bearer,  or,  if  this  bond  be  registered,  to  the  registered  holder  hereof, 
One  thousand  dollars  ($1,000)  in  gold  coin  of  the  United  States  of  America, 
of  the  present  standard  of  weight  and  fineness,  on  the  first   day  of  April, 

1950,  at  the  office  of  the    Trust  Company,  herein 

termed   Trustee  Company,   in  the  City  of  New  York,  and  to  pay   interest 

thereon   in  like  gold  coin,  git  the  rate  of    per  cent,  per 

annum,  payable  semi-annually,  at  said  office  on  the  first  day  of 

and  the  first  day  of   in  each  year,  but  the  last  installment 

sliall  become  due  and  payable  on  the  first  day  of  April,  19.50,  such  install- 
ments of  interest  to  be  paid  upon  presentation  and  surrender  of  the  inter- 
est coupons  hereto  annexed  as  they  respectively  mature;  both  principal 
and  interest  being  payable  without  deduction  for  any  tax  or  taxes  which 
the  Railway  Company  may  be  required  to  pay  thereon  or  to  retain  there- 
from, by  or  under  any  present  or  future  law  or  ordmance  of  the  United 
States,   or   of   any   State,   Territory,   or   jMunicipality  therein. 

This  bond  is  one  of  a  series  of  bonds,  coupon  and  registered,  of  the 
aggregate  principal  sum  of  twenty-one  million  dollars  ($1*1,000,000),  all 
issued  and  to  be  issued  under  and  all  equally  secured  by  an  Indenture  of 
Mortgage,  dated  as  of  the  first  day  of  July,  1909,  executed  by  said  Rail- 

■way  Company  to  the Trust  Company  and 

as  Trustees,  and  all  of  like  tenor  and  maturity  except  that  different  issues 
of  said  bonds  may  bear  different  rates  of  interest  not  exceeding  five  per 
centum  per  annum,  and  the  interest  may  be  payable  at  different  semi 
annual  periods,  but  all  issues  bearing  the  same  rates  of  interest  shall 
have   identical  interest  dates. 

Reference  is  hereby  made  to  the  said  Indenture  of  Mortgage  for  a 
description  of  the  lands,  railroads,  corporate  stocks,  bonds  and  other 
securities  and  other  present  and  after-acquired  property  and  franchises 
of  the  Railway  Company  conveyed  thereby,  the  nature  and  extent  of  the 
cecurity,  the  terms  and  conditions  upon  which  the  said  bonds  are  issued 
and  secured,  the  rights  of  the  Railway  Company  with  respect  to  the 
redemption  of  said  bonds,  and  the  rights  of  the  holders  of  said  bonds  under 
said  Indenture. 

Upon  six  months  default  in  the  jtaymont  of  interest  on  any  of  said  bonds, 
the  principal  of  this  bond  may  become  due  In  tlie  maiinor  and  with  the 
effect  provided  in  said  Indenture  of  Mortgage. 

This  bond  may  be  redeemed  at  any  interest  jieriod  upon  sixty  days' 
prior  published  notice  at  105  per  cent,  and  accrued  interest  at  the  option 


1340    CORPORATION  FORMS  AND  PRECEDENTS. 

of  the  Eailwaj-  Company,  in  the  manner  and  with  the  effect  provided  iu 
said  Indenture  of  ^lortgage. 

This  bond  shall  pass  by  delivery  unless  registered  as  to  principal  in  the 
owners'  name  upon  the  transfer  books  at  the  office  of  said  Kailway  Com- 
pany or  its  agency,  in  the  City  of  Mew,  York,  such  registration  being 
noted  on  the  bond  by  the  Eailway  Company  in  the  manner  and  as  pro- 
vided by  said  Indenture  of  Mortgage  securing  the  same.  After  such 
registration  no  transfer  of  this  bond  shall  be  valid  unless  made  ou  said 
books  by  the  registered'  owner,  or  his  attorney,  and  similarly  noted  on  the 
bond,  but  this  bond  may  be  discharged  from  registry  by  being  transferred 
in  like  manner  to  bearer,  after  which  transferability  by  delivery  shall  be 
restored  and  thereafter  it  shall  continue  subject  to  successive  registrations 
and  transfers  to  bearer  as  before;  such  registration,  however,  shall  not 
affect  the  negotiability  of  the  coupons,  which  shall  continue  to  be  transferable 
by  delivery,  notwithstanding  the  registration  of  this  bond.  The  holder 
of  this  bond  at  his  option  may  surrender  the  same  with  all  unmatured 
coupons  hereto  appertaining  for  cancellation  in  exchange  for  a  registered 
bond  without  coupons  as  provided  in  said  Indenture  of  Mortgage  securing 
this  bond,  and  upon  payment,  if  the  Company  require  it,  of  the  transfer 
charges  therein   provided. 

This  bond  shall  not  become  obligatory  for  any  purpose  until  the  certifi- 
cate authenticating  the  same  and  hereon  endorsed  shall  have  been  executed 
by  the  Trustee  Company  under  the  said  Indenture  of  Mortgage. 

No  recourse  shall  be  had,  directly  or  indirectly,  for  the  payment  of  any 
part  of  the  principal  or  interest  of  this  bond  to  the  personal  liability  of  any 
stockholder,  officer  or  director,  present  or  future,  of  the  said  Eailway  Com- 
pany, whether  by  virtue  of  any  statute,  or  by  the  enforcement  of  any 
assessment  or  penalty,  or  otherwise,  all  such  liability  being  expressly  waived 
and  released  by  the  acceptance  of  this  bond. 

In    Witness   Whereof,    The    Eailway   Company   has 

caused  this  bond  to  be  signed  by  its  President,  or  one  of  its  Vice-Presi- 
dents, and  its  corporate  seal  to  be  hereto  affixed  and  attested  by  its  Secre- 
tary, or  an  Assistant  Secretary,  and  the  coupons  for  said  interest,  authenti- 
cated by  the  engraved  signature  of  its  Treasurer,  to  be  attached  hereto 
as. of  the  first  day  of  July,  1909. 

The    Eailway   Company, 

By  

Attest:  President. 

Secretary. 

(Form   of   Coupon.) 


On   the   1st   day  of    ,   19 ,   The    

Company,  will  pay  to  the  bearer,  at  the  office  of  the   Trust 

Company  in  the  City  of  New  York,    dollars,  being  six 

months'   interest  then   due   on    its   Eefunding  and   Improvement   Mortgage 

Gold  Bond,  No ,  unless  previously  redeemed,   in  accordance 

with  the  provisions  of  the  Indenture  of  Mortgage  therein  referred  to. 

Treasurer. 

See  generally  as  to  the  issue  of  bonds  at  different  dates,  Cook  on  Cor- 
p'^ratious,  §§  764,  787.  See  as  to  the  effect  of  registration  of  bonds,  Cook 
on  (Corporations,  §!;  765,  81.5.  See  as  to  the  waiver  of  personal  liability, 
<Jook   ou   Corporations,   §  807. 


BOND  ISSUES.  1341 

Form  1683. 

CLAUSES    REGULATING   ISSUE    OF    REFUNDING    AND 

IMPROVEMENT  MORTGAGE  BONDS  OF  

RAILWAY  COMPANY  (REFERRED  TO  IN 
PRECEDING    FORM). 

5.  The  aj?^'re{jate  jiriiicipal  sum  of  all  tlu'  K't'fundinfj  aiul  Improvement 
Bonds  at  any  time  or  times  issued  and  outstanding  under  or  intended  to  be 
secured  by  this  Indenture  shall  not  exceed  Twenty-one  million  dollars 
($lil, 000,000).  The  said  bonds  shall  be  made  to  bear  interest  at  such  rate 
not  exceeding  Five  per  cent.  (5%^  per  annum  as  shall  have  been  fixed  there- 
for by  the  Board  of  Directors  or  the  Executive  Committee  of  the  Railway 
Company  and  as  shall  be  designated  in  said  bonds  when  issued;  and 
different  issues  of  such  bonds  may  bear  different  rates  of  interest,  and  the 
interest  thereon  respectively  may  be  payable  at  different  semi-annual 
periods;  but  all  issues  bearing  the  same  rate  of  interest  shall  have  identical 
interest  dates.  All  the  bonds  issued  hereunder  shall  from  time  to  time  be 
executed  on  the  behalf  of  the  Railway  Company  in  the  manner  herein- 
before provided,  and  shall  be  then  delivered  to  the  Trustee  Company  for 
authentication  by  it  and  the  Trustee  Company  shall  thereupon  authenticate 
and  deliver  such  bonds  to  the  Railway  Company  or  upon  its  order  as 
follows: 

(a)  Ten  million  dollars  ($10,000,000)  face  value  of  said  bonds  bear- 
ing interest  at  the  rate  of  five  per  centum  per  annum  shall  be  delivered  to 
the  Trustee  Company  accompanied  by  a  certified  copy  of  a  resolution  of 
the  Board  of  Directors  or  the  Executive  Committee  of  the  Railway  Company 
directing  the  Trustee  Company  to  authenticate  and  deliver  to  the  Rail- 
way Company,  or  its  order,  all  of  said  Ten  million  dollars  ($10,000,000) 
of  bonds  and  forthwith  the  Trustee  Company  shall  authenticate  and 
deliver  said  bonds  as  directed.  The  Railway  Company  covenants  to  use 
the  bonds  so  delivered  to  it  and  the  proceeds  thereof  in  calling  in  and 
redeeming  and  cancelling  its  Five  million  one  hundred  thousand  dollars 
($5,100,000)  Collateral  Gold  Notes  issued  April  2,  1906,  and  for  the  gen- 
eral improvement  of  its  property. 

The  Trustee  Company  may  authenticate  and  deliver  said  Ten  million 
dollars  ($10,000;000)  of  bonds,  or  any  portion  hereof,  prior  to  the 
record  of  this  Indenture. 

(b)  The  remaining  Eleven  million  dollars  ($11,000,000)  face  value 
of  bonds  may  be  issued  from  time  to  time  subsequent  to  .July  1,  1910,  in 
such  amounts  and  at  such  rates  of  interest  not  exceeding  five  per  centum 
per  annum  as  may  be  authorized  by  the  Board  of  Directors  or  the  Executive 
Committee  of  the  Railway  Company  for  one  or  more  of  the  following  pur- 
poses : 

To  develop  the  territory  served  by  the  mortgagor  by  the  construction  or 
acquisition  of  short  branch  lines. 

The  construction  of  additional  main  track  required  in  double  tracking 
any  of  the  lines  of  railroad   then  subject   to  this  Indenture. 

The  construction  of  tunnels  and  bridges  and  the  reduction  q\  grades  or 
change  of  line  upon  any  of  the  lines  ■  of  railroad  then  subject  to  this 
Indentune.  . 


1342     CORPORATION  FORMS  AND  PRECEDENTS. 

The  purchase  of  rolling  stock  and  other  equipment  for  use  upon,  any 
of  the  lines  of  railroad  then  subject  to  this   Indenture. 

The  purchase  and  improvement  of  additional  real  estate  for  use  in 
connection  with  the  operation  or  maintenance  of  any  of  the  lines  of  rail- 
road then  subject  to  this  Indenture;  the  construction,  purchase  or  acqui- 
sition of  terminals,  stations,  yards,  siding,  industrial  tracks,  shops,  depots, 
Avarehouses  ^nd  other  structures  which  shall  be  required  or  be  useful  or 
convenient  in  the  operation  or  maintenance  of  any  of  the  lines  of  rail- 
road then  subject  to  this  Indenture;  and  the  construction  or  purchase  of 
other  additions  to  and  improvements  and  betterments  of  and  upon  any  of  the 
lines  of  railroad  then  subject  to  this  Indenture. 

(c)  Whenever,  subsequent  to  July  1,  1910,  there  shall  be  presented  to 
the  Trustee  Company  a  certified  copy  of  a  resolution  of  the  Board  of 
Directors  or  Executive  Committee  of  the  Kailway  Company,  directing  the 
Trustee  Company,  to  authenticate  and  deliver  to  the  Eailway  Company, 
or  its  order,  any  installment  of  the  remaining  Eleven  million  dollars 
($11,000,000),  face  value,  of  said  bonds,  accompanied  by  a  written  order 
signed  by  the  President  or  Chairman  of  the  Executive  Committee  and  by 
the  Secretary  and  Treasurer  of  the  Kailway  Company  directing  the  deliv- 
ery of  such  installment,  forthwith  the  Trustee  Company  shall  authenticate 
an  amount  of  said  bonds  which  in  face  value  shall  equal  the  installment 
specified  in  said  order,  and  shall  deliver  the  same  as  directed  therein,  and 
said  bonds,  or  any  part  thereof  may  be  sold,  pledged,  hypothecated,  or 
otherwise  disposed  of  by  the  Eaihvay  Company,  at  such  time,  and  from 
lime  to  time,  and  in  such  manner  and  for  such  of  the  purposes  set  forth 
in  the  preceding  paragraph  as  may  be  determined  by  the  Board  of 
Directors  or  Executive  Committee  of  the  Kailway  Company. 

(dj  Any  new  property  so  constructed  or  acquired  with  the  proceeds  of 
said  bonds  shall  forthwith  and  ipso  facto  become  and  be  subjected  to 
the  lien  and  operation  of  this  Indenture,  and  the  Kailway  Company  from 
time  to  time,  shall  execute  or  shall  cause  to  be  executed  and  delivered  in 
due  form  of  law,  all  such  deeds,  conveyances  and  instruments  of  further 
assurance  as  shall  be  necessary  for  effectually  subjecting  to  the  lien  and 
operation  of  this  Indenture  all  such  property,  as  the  Trustees  shall 
request. 

See  generally  as  to  restrictions  upon  the  purposes  for  which  corporate 
bonds  may  be  issued,  Cook  on  Corporations,  §  764.     See  as  to  the  issue  of  • 
bonds  at  different  dates  and  to  secure  future  advances,  etc.,  Cook  on  Cor- 
porations,  §§  764,  787. 

Form  1684. 
CONVERTIBLE  DEBENTURE  INDENTURE. 

This  indenture,  made  in  duplicate  this day  of ,  19.  . ., 

between  The  Company,  a  corporation  duly  organ- 
ized   and    existing    under    and    by    virtue    of    the    laws    of    the    State    of 

(hereinafter  called  the  Company),  party  of  the  first 

part,    and    Trust    Company    of    , 

,  a  corporation   duly  organized  and  existing  under  and 

by  virtue  of  the  laws  of  the  State  of   (hereinafter  called 

the  Trustee),  party  of  the  second  part,  Witnesseth: 

Whereas,    the    Company    deems    it    necessary    to    borrow    money,   for    its 

I 


BOND  LS8UP:s.  1343 

corporate  purposes  ami  to  that  end  desires  to  make  and  issue  its  Six  Per 
Cent.  Ten  Year  Gold  iJcbentures  in  the  agfjregate  amount  of  two  million 
dollars  ($L',OOU,00(I),  all  of  which  debentures  are  to  Ije  issued  under  and 
in  pursuance  of  this  agreement  and  all  to  be  ratably  secured  and  pro- 
tected thereby ;  i  and 

Whereas,  all  of  said  debentures  are  to  be  dated  the    day 

of   ,  19...,  and  are  to  bear  interest  from  said  

day   of    ,    19....,    until   paid,   at   the    rate   of   six    (6)    per 

cent,  per  annum,  payable  semi-annually  on  the  fifteenth  day  of  June  and 
of  December  in  each  year;  and 

Whereas,  each  of  said  debentures  is  to  be  signed  by  the  Company's 
President  or  one  of  its  Vice-Presidents,  sealed  with  its  corporate  seal  and 
attested  by  its  Secretary  or  Auditor,  and  authenticated  by  the  certificate 
of  the  Trustee,  and  to  have  interest  coupons  attached,  authenticated  by  the 
lithographed  or  engraved  facsimile  signature  of  the  Treasurer  of  the 
Compaiiy,  which  Gold  Debenture  coupons  and  certificates  are  to  be  sub- 
stantially  in   the   forms   following  respectively,  to-wit: 

(Form  of  Debenture.) 

United  States  of  America. 

State  of  

TnK   Company. 

No $ 

Six    Per    Cent.    Ten    Year    Convertible    (Jold    Debenture, 
Due    15,   19.... 

The  Company,  a  corporation  organized  and  exist- 
ing under  the  laws  of  the  State  of   (hereinafter  called  the 

Company),   for   value   received   hereby   promises   to   pay   to   the   bearer,   at 

the  office  of   Trust  Company,   (hereinafter  called 

the  Trustee),  in  the  City  of ,  State  of  , 

or  at   the    Bank  in   the   City   of    , 

the  principal  sum   of    dollars  in   gold   coin   of   the 

United  States  of  America  of  or  equal  to  the  present  standard  of  weight 
and  fineness,  on  the  fifteenth  day  of  December,  19...,  and  to  pay  interest 
on  said  principal  sum  from  December  15,  19...,  in  like  gold  coin  at  the 
rate  of  six  (6)  per  cent,  per  annum,  payable  semi-annually  on  the  fifteenth 
day  of  June  and  of  December  in  each  year  on  presentation  and  surrender 

at  the  office  of  the  Trustee  in  the  City  of   or  at  the 

Bank  in  the  City  of    of  all 

interest  coupons  hereunto  annexed  as  they  severally  mature  and  until 
said  principal   sum   is   fully  paid. 

This  Debenture  is  one  of  a  series  of  Debentures  aggregating  the  prin- 
cipal sum  of  two  million  dollars  ($2,000,000),  and  made  by  said  Company. 
All  of  said  Debentures  are  uniform  in  date,  tenor  and  effect,  and  are  issued 

1 — See  generally  as  to  debentures,  Cook  on  Corporations.   §§  776-777. 

"A  debenture  is  defined  as  a  writing  acknowledging  a  del)t;  specifically, 
an  instrument,  generally  under  seal,  for  the  payment  of  money  lent ;  usually 
if  not  exclusively,  usecl  of  obligations  of  corporations  or  large  monied  co- 
partnerships, issued  in  a  form  convenient  to  be  bought  and  sold  as  invest- 
ments. Sometimes  a  specific  fund  or  property  is  pledged  by  the  debentures, 
in  which  case  they  are  usually  termed  'mortgage  debentures.'  "  Barton 
Nat.  Bank  v.  Atkins,  72  Vt.  33,  quoting  Century  Dictionary,  ''Debenture." 


1344    CORPORATION  FORMS  AND  PRECEDENTS. 

by  the  Company  and  accepted  by  the  holder  or  holders  thereof  under 
and  subject  to,  and  are  equally  secured  and  protected  as  to  the  prin- 
cipal and  interest,  by  a  certain  indenture  bearing  even  date  herewith 
between  said  Company  and  said  Trustee,  the  original  of  which  said 
indenture  has  been  deposited  with  and  is  held  by  the  Trustee,  to  which 
indenture  reference  is  hereby  made  for  a  statement  of  the  nature  and 
extent  of  the  security,  the  rights  of  the  holders  of  said  Debentures, 
the  terms  and  conditions  under  which  said  Debentures  are  issued  and  secured 
and  upon  which  the  same  may  be  paid  or  retired,  and  the  restrictions  on 
the  Company  as  to  mortgaging  its  property. 

As  provided  in  said  Indenture  the  holder  of  this  debenture  may  at  any 
time  on  or  before  December  15,  19.  ..,  except  when  the  stock  transfer  books 
are  closed  for  any  annual  or  special  meeting  of  the  stockholders,  convert 
the  same  at  par  into  the  fully  paid  capital  stock  of  the  Company  at  par 
by  surrendering  this  debenture  together  with  all  unmatured  coupons  there- 
unto attached,  for  cancellation,  at  the  office  of  the  transfer  agents  of  the 

Company  in  the  City  of   or  at  the  office  of  the  Company 

or  its  transfer  agents  in  the  City  of  Upon  such  sur- 
render he  shall  receive  in  exchange  therefor  shares  of  the  capital  stock  of 

The   Company  at  par  equal  to  the  principal  amount 

of  this  debenture. 

This  Debenture   may  be  paid  or   retired   at   par  with   accrued  interest 

plus  a  premium  of '. per  cent,   on  the  principal  on 

December  15,  19..,.,  or  on  any  interest  date  thereafter,  upon  sixty  (60) 
days'  prior  notice  to  be  published  as  provided  for  in  said  indenture. 

This  Debenture  shall  not  be  valid  or  obligatory  for  any  purpose  unless 
and  until  authenticated  by  the  certificate  endorsed  hereon  of  said 
Trust  Company,  as  Trustee. 

In   witness   whereof.    The    Company   has   caused 

this  debenture  to  be  signed  in  its  corporate  name  by  its  President  or  one 
of  its  Vice-Presidents,  its  corporate  seal  to  be  hereto  affixed  and  attested 
by  its  Secretary  or  auditor  and  the  coupons  for  said  interest  with  an 
engraved  fac-simile  signature  of  its  Treasurer  to  be  attached  hereunto  at 

the  City  of this day  of A.  D. 

19.... 

The Company, 

Attest :  By   

President. 

Secretary. 

(Interest  Coupon.) 

No ,  $ 

On  the  loth  day  of  ,  19.  ..,  The   

Company,    a    corporation,    will    pay    to    the    bearer    at    the    office    of    the 

Trust    Company    in    the    City    of 

,  State  of ,  or  at  the  office  of  the 

Bank   in   the   City   of    

dollars  in  United  States  States  gold  coin,  being 

six  months'  interest  then  due  on  its  Six  Per  Cent.  Ten  Year  Convertible 

Gold   Debenture   No ,  due  December   15,   19...,  unless  said 

Debenture  shall  have  been  called  for  previous  payment. 

Treasurer. 


BOND  ISSUES.  1345 

(Trustee's   Certificate.) 

This  is  to  certify  that  this  debenture  is  one  of  the  series  of  debentures 
described   in   the   within    mentioned    indenture   dated   December   15,   19.... 

.    Trust   Company, 

Trustee, 
By    Secretary. 

And  whereas,  at  a  meeting  of  the  Board  of  Directors  held  on  the 
day  of  ,  19...,  the  Directors  decided,  sub- 
ject to  the  approval  of  the  stockholders,  to  make  and  sell  at  not  less  than 
par,  such  j^n  issue  of  debentures;  and 

Whereas,  afterwards,  to-wit,  on  the day  of , 

19...,  the  draft  of  indenture  between  the  Company  and  the  Trustee  sub- 
stantially of  the  form  and  tenor  of  these  presents,  was  submitted  to  a 
meeting  of  the  stockholders  of  the  Company  duly  called  and  regularly  held 

in  the  City   in  the  County  of and  State  of 

.^  and  was  thereupon  authorized,  ratified  and  approved  by 

the  vote  of  more  than  two-thirds  of  all  the  outstanding  shares  of  the  stock 
of  the  Company ;  2  and 

Whereas,   afterwards,   to-wit,   on  the    day  of    , 

19...,  the  Directors  unanimously  resolved  that  this  indenture  be  executed 
in  the  name  and  on  behalf  of  the  Company  by  its  President  or  one  of  its 
Vice-Presidents  and  that  its  corporate  seal  be  affixed  hereto  and  duly 
attested  by  its  Secretary  or  Auditor,  and  that  this  agreement  be  acknowl- 
edged and  delivered  to  the  Trustee  and  that  the  Six  Per  Cent.  Ten  Year 
Gold  Debentures  of  the  Company,  substantially  of  thetenor  and  effect  set 
forth  in  this  indenture  be  executed  in  the  name  and  on  behalf  of  the  Com- 
pany by  its  President  or  one  of  its  Vice-Presidents  and  that  the  corporate 
seal  be  hereto  affixed,  and  be  attested  by  the  Secretary  or  Auditor  of  the 
Company,  and  that  said  debentures  be  certified  and  delivered  by  the  Trus- 
tee; 

Now  therefore,  it  is  hereby  covenanted  and  agreed  by  and  between  the 
Company  and  the  Trustee,  for  the  equal  benefit,  security  and  protection 
of  the  legal  holders  and  owners  of  any  and  all  of  said  debentures  (and 
the  interest  coupons  thereon),  without  preference,  priority  or  distinction 
of  any  one  or  more  of  said  debentures  over  any  other  or  others  of  said 
debentures,  and  in  reasonable  limitation  of  the  rights  of  the  holders  of 
said  debentures,  touching  the  enforcement  thereof,  as  follows: 

Section  I.  Said  issue  of  debentures  is  hereby  expressly  limited  to  the 
sum  of  two  million  dollars  ($2,000,000),  and  said  issue  of  debentures  shall 
constitute  a  direct  obligation  of  the  Company,  and  shall  be  payable  as  above 
provided,  subject,  however,  to  the  condition  hereinafter  set  forth.  Both 
the  principal  and  interest  of  said  debentures  shall  be  payable  without 
deduction  of  any  tax  or  taxes  or  charges  in  the  nature  thereof,  which  the 
Company  may  be  required  to  pay  or  retain  therefrom  under  any  present 
or  future  law  of  the  United  States  or  of  any  State,  County  or  Munici- 
pality therein,  or  of  any  Territory  or  dependency  thereof,  which  tax  or 
taxes,  or  charges  in  the  nature  thereof,  the  Company  hereby  assumes  and 
agrees   to    pay. 3 

2 — See  as  to  the  necessity  of  authorization  by  stockholders,  Cook  on  Cor- 
porations, §§725,  805;   Clark  &  M.,  Corp.,  §696, 
3 — See  as  to  covenant  to  pay  taxes,  Cook  on  Corporations,  §§  764,  814. 


1346     CORPORATION  FORMS  AND  PRECEDENTS. 

Sec.  J  I.  All  of  said  debentures  shall  be  delivered  immediately  upon  the 
execution  thereof  by  the  Company  to  the  Trustee  for  certification,  and 
thereupon  the  Trustee  shall  certify  and  redeliver  the  same  to  the  Com- 
pany, or  upon  the  written  order  of  the  President,  Vice-President,  Secre- 
tary or  Treasurer  of  the  Company  under  the  corporate  seal  of  the  Company, 
and  upon  the  delivery  thereof  on  such  order  the  Trustee  shall  be  fully 
protected. 

See.  III.  Only  such  debentures  as  shall  bear  the  certificate  duly  executed 
by  the  Trustee  shall  be  secured  by  this  indenture  or  shall  be  entitled  to  any 
benefit  hereunder. 

Sec.  IV.  (1)  The  Company  covenants  and  agrees  that  it  will  promptly 
pay  the  interest  and  principal  of  each,  every  and  all  of  the  debentures 
secured  hereby,  as  and  when  the  same  become  due  and  payable.^ 

(2)  The  Company  covenants  and  agrees  that  until  all  of  said  debentures 
shall  have  been  paid  or  retired  it  will  not  place,  or  permit  to  be  placed, 
any  mortgage  upon  any  of  the  real  property  of  the  Company,  subject, 
however,   to   the   following   exception:      The   Company   may   if   it   elects   so 

to  do  {dace  a  mortgage  upon lands  and  plants  of  the 

Company,  situate  in  the  State  of   ,  in  an  amount  "not 

exceeding  the  Company 's  indebtedness  to   (which  the 

Company   now   covenants   and   agrees   does  not   exceed   $ , 

and  interest  at  five  per  cent,  from ,  19....),  for  the  pur- 
pose   of    acquiring    the    title    to    the    undivided    one-half    interest    in    said 

lands    and    plants,    which    said    title    is    now 

vested  of  record  in  ,  and  held  by  them  as  security 

for  the  -payment  of  said  indebtedness.^ 

(3)  The  Company  hereby  covenants  and  agrees  that,  until  each  and  all 
of  said  debentures  and  the  interest  thereon  shall  be  fully  paid  and  satis- 
fied, its  business  shall  be  continued  either  by  it  or  its  successors  and  that 
it  will  maintain,  preserve  and  keep  all  of  its  property,  buildings,  machinery, 
equipment  and  fixtures  necessary  for  the  operation  of  the  Company's 
business,  in  thorough  repair  and  condition;  and  that  it  will,  from  time 
to  time,  make  all  needful  and  proper  repairs  and  replacements  thereof;  and 
that  it  will  promptly  pay  and  discharge,  or  cause  to  be  paid  and  discharged, 
any  and  all  lawful  taxes,  rates,  levies  and  assessments,  whatsoever,  upon  its 
said  property  and  every  part  thereof;  and  that  it  will  at  all  times  during 
the  term  of  this  indenture  keep  all  of  its  said  buildings,  machinery,  equip- 
ment and  fixtures  reasonably  necessary  for  the  operation  of  the  Company's 
business  insured  against  loss  or  damage  by  fire  to  eighty  per  cent,  of  their 
fair  value  in  good  and  responsible  insurance  companies,  all  such  policies 
of  insurance  being  subject  to  the  approval  (if  such  right  of  approval  be 
exercised),  of  the  Trustee;  and  that  it  will  furnish  satisfactory  evidence  of 
all  such  insurance  when  so  requested  by  the  Trustee. 

(4)  In  the  event  of  loss  or  damage  to  the  property  of  the  Company 
referred   to   in   subdivision    (3)    of  this  section,   whereby  the  sum   of   fifty 

4 — See  as  to  certification  liy  the  Trustee,  Cook  on  Corporations,  §§764, 
814. 

r) — S<'e  as  to  covenant  to  pay  the  obligations  secured,  Cook  on  Corpora- 
tions, §  797.  ♦ 

6 — See  as  to  covenant  not  to  place  other  incumbrances  on  mortgaged 
property,  Cook  on  Corporations,  §  799. 


BOND  ISSUES.  13-47 

thousand  dollars  or  more  shall  he  collected  or  received  uuder  any  policy 
or  policies  of  insurance  tliereon,  all  such  insurance  moneys  shall  be  applied 
by  the  Company  in  or  toward  the  restoration  and  replacement  of  the  prop- 
erty so  lost  or  damaged;  or  in  or  toward  the  acquisition  of  any  other  prop- 
erty for  the  use  of  the  Company's  business,  the  title  to  which  shall  be  vested 
in  the  Company;  or  in  or  toward  the  construction  of  new  buildings  of  the 
Company  for  the  use  of  its  business;  or  in  or  toward  the  purchase  of 
new  machinery  or  equipment,  which  will  l)e  in  addition  to  the  Company's 
present  jilant,  and  not  in  substitution  for  old  or  worn-out  machinery  iiud 
equipment,  and  if  not  so  api)lie(l,  or  if  contracts  for  such  a[iplication  be 
not  entered  into  within  a  period  of  sixty  days  from  and  after  the  time 
of  tiie  collection  or  receipt  by  the  Company  of  such  insurance  moneys,  then 
all  such  insurance  moneys  shall  be  paid  in  by  the  Company  to  the  Trus- 
tee, and  shall  be  applied  by  the  Trustee,  towards  the  retirement  of  the 
debentures  secured  hereunder. 

(5)  Tn  case  the  Company  shalF  fail  to  pay  all  such  taxes,  rates,  levies 
and  assessments,  or  to  keep  its  property  insured  as  herein  provided,  the 
Trustee  may  (and  shall  at  the  request  of  any  debenture  holder  and  upon 
being  provided  with  funds  for  that  purpose  by  such  holder)  pay  such  taxes, 
rates,  levies  or  assessments,  and  provide  such  insurance,  and  all  sums  of 
money  so  supplied  to  or  by  the  Trustee,  and  so  applied  by  it,  with  interest 
thereon  at  six  (6)  per  cent,  per  annum,  shall  be  payable  by  the  Company 
to  the  Trustee,  on  demand,  and  may  be  forthwith  recovered  of  the  Company 
by  the  Trustee,  in  its  capacity  of  Trustee  as  aforesaid,  for  its  self  or  the 
person  or  persons  so  advancing  the  same,  in  an  action  for  that  purpose.^ 

Sec.  V.  Any  holder  of  any  of  the  debentures  secured  hereunder  may  at 
any  time  on  or  before  December  15,  19....  (except  when  the  hooks  of 
the  Company  are  closed  for  any  annual  or  special  meeting  of  the  stock- 
holders, and  the  Company  agrees  that  its  books  shall  tiot  be  continuously 
closed  for  longer  than  ten  days  at  any  one  time),  convert  the  same  at  par 
into  the  fully  paid  capital  stock  (as  the  same  exists  at  the  time  of  said 
conversion)  of  the  Company  at  par  by  surrendering  said  debenture  or 
debentures,  together  with  all  unmatured  coupons  thereon  thereunto  attached 
at    the    office    of    the    transfer    agents    of    the    Company    in    the    City    of 

,    or    at    the    office    of    the   Company    or    its 

transfer  agents  in,  the  City  of   ,  and  shall  thereupon 

receive  from  said  transfer  agents  in  exchange  therefor  shares  of  the  value 

of  the  fully  paid,  non-assessable  capital  stock  of   The    

Company  at  par  equal  to  the  principal  amount  of  said  debenture  or 
debentures.  Upon  any  such  conversion  the  Company  forthwith  will  deliver 
all  such  surrendered  debentures  to  the  Trustee  for  cancellation,  and,  there- 
upon, the  Trustee  shall  cancel  the  same,  and  the  same  shall  he  deemed 
to  be  and  shall  be  satisfied  and  discharged,  and  no  debenture  in  place  thereof 
shall  be  issued  by  the  Comjiany  or  be  certified  or  delivered  by  the  Trustee.^ 

Sec.  VI.  On  or  before  the  Ifith  day  of  December,  19....,  the  Company 
agrees  it  will  deposit  with  the  Trustee  for  cancellation  and  not  for  con- 
version one-sixth  of  all  the  debentures  secured  hereunder  then  unpaid 
and  outstanding,   and  that  on  the   15th   day  of  each  and   every  December 

7 — See  as  to  payment  of  taxes,  etc..  Cook  on  Corporations,  §§  799,  816. 
8 — See  as  to  the  conversion  of  bonds  into  stock,  Cook  on  Corporations. 
§§17,  28.3,  769;   Clark   &   M.,  Corp.,   S  422. 


1348     CORPORATION  FORMS  AND  PRECEDENTS. 

thereafter  until  the  maturity  of  all  the  debentures,  it  will  deposit  with 
the  Trustee  for  cancellation  a  like  amount  of  such  debentures,  but  the 
Company  may  in  lieu  thereof  in  each  year  deposit  a  portion  of  said 
debentures  and  a  sufficient  amount  of  cash  which,  .together  with  the  funds 
of  the  Company  (if  any)  in  the  possession  of  the  Trustee  under  the 
provisions  of  subdivision  (4)  of  Sec.  IV  of  this  indenture,  will  enable 
the  Trustee  to  acquire  upon  the  terms  and  conditions  hereinafter  set  forth 
such  an  amount  of  the  debentures  as  together  Avith  the  amount  so  deposited 
by  the  Company  shall  equal  the  amount  of  the  debentures  to  be  retired  in 
each  year  as  hereinabove  provided;  or  the  Company  may  if  it  elects  so  to  do, 
deposit  a  sufficient  amount  of  cash  which,  together  with  the  funds  of  the 
Company  (if  any)  in  the  possession  of  the  Trustee  under  the  jirovisions  of 
subdivision  (4)  of  Section  IV  of  this  indenture,  will  enable  the  Trustee 
upon  the  terms  and  conditions  hereinafter  contained  to  acquire  for  can- 
cellation the  amount  of  the  debentures  to  be  retired  in  each  year  as  here- 
inabove provided.  The  Trustee  shall  forthwith  cancel  all  debentures 
deposited  with  it  by  the  Company  or  acquired  by  it  with  funds  deposited 
with  it  by  the  Company. 

Sec.  VIE.  All  or  any  part  of  the  debentures  secured  hereunder  may 
be  retired  at  the  option  of  the  Company,  on  the  fifteenth  day  of  December, 
1915,  and  on  any  interest  date  thereafter  prior  to  maturity,  at  par  and 
accrued  interest,  plus  a  premium  of  two  and  one-half  per  cent,  upon  the 
principal  thereof. 

If  the  Company,  on  or  before  the  fifteenth  day  of  October,  19....,  and 
each  and  every  year  thereafter  until  the  maturity  or  retirement  of  all  the 
debentures  secured  hereunder  shall  not  have  acquired  a  sufficient  amount  of. 
debentures  to  enable  it  to  deposit  for  cancellation  by  the  Trustee  as  herein- 
above set  forth  the  amount  of  the  then  outstanding  and  unpaid  debentures 
required  to  be  deposited  by  it  hereunder  on  the  fifteenth  day  of  the  following 
December,  it  shall  notify  the  Trustee  as  to  the  number,  if  any,  of  said 
debentures  it  has  acquired;  whereupon  the  Trustee  shall,  by  lot,  select 
from  the  outstanding  unpaid  debentures,  a  sufficient  amount  of  such 
debentures  which,  together  with  those  in  the  possession  of  the  Company, 
shall  be  equal  to  the  amount  of  the  outstanding  debentures  to  be  retired 
hereunder  as  hereinabove  provided  for.  Notice  that  said  debentures  have 
been  so  drawn  and  will  be  retired  upon  the  following  fifteenth  day  of 
December  shall  thereupon  be  given  by  the  Trustee,  by  publishing  such 
facts  for  ten  successive  days  in  a  newspaper  of  general  circulation  in 
,  and  also  in  a  newspaper  of  general  cir- 
culation in    ,    ,  which  said  notice  shall  contain  the 

number  of  the  debentures  so  drawn. 

Upon   the   fifteenth   day   of   the    following   December   the    debentures   so 
drawn  shall  be  due  and  payable  at  the  office  of  the  Trustee  or  at  the  office 

of  the    Bank   in  the  City  of 

at  their  face  value,  together  with  accrued  interest  due  on  said  debentures, 
plus  a  premium  of  two  and  one-half  per  cent,  upon  the  principal  thereof, 
and  shall,  upon  their  presentation  and  surrender  to  the  Trustee,  together 
with  all  unmatured  coupons  thereon  thereunto  attached,  be  paid  by  the  Trus- 
tee out  of  the  funds  to  be  deposited  with  the  Trustee  by  the  Company 
in  accordance  with  the  provisions  of  Sec.  VI  of  this  indenture.  From 
and  after  said  December  15,  fixed  in  the  notice,  all  interest  on  debentures 


BOND  ISSUES.  1349 

BO  ilra\Mi  sliiill  cease,  and  all  coupons  for  any  interest  after  smli  (iate  sliall 
be  void,  and  if  any  debenture  shall  not  bo  presented  for  j)ayin'.'ut  pursuant 
to  said  drawing  and  said  notice,  the  deposit  of  its  face  value  with  the  inter- 
est due  and  payable  thereon  plus  the^  premium  of  two  and  one-half  per  cent, 
of  the  principal  thereo'f  with  the  Trustee  by  the  Company  at  or  before  the 
date  fixed  for  such  retirement,  shall  be  deemed  a  sufficient  payment  of  such 
debenture  by  the  Company  to  discharge  it,  the  Company,  from  any  further 
liability  thereon,  and  thereafter  such  debenture  shall  cease  to  be  entitled  to 
the  security  of  this  indenture  and  the  holder  or  owner  thereof  shall  be 
entitled  only  to  the  cash  deposited  with  the  Trustee  for  the  payment  and 
redemption  of  such  deijenturo,  which  sum  shall  not  bear  interest  in  the 
hands  of  the  said  Trustee,  and  the  said  owner  or  holder  of  such  debenture 
shall  thereafter  have  no  right  of  action  of  any  kind,  character  or  description 
whatever  against  the  Company, 

Sec.  VIII.  The  Company  may  (in  addition  to  the  amount  of  the  out- 
standing unpaid  debentures  to  be  retired  by  it  on  December  15,  19...., 
and  each  December  thereafter),  if  it  elects  so  to  do  on  any  interest  date 
beginning  with  December  15,  19....,  pay  all  or  any  part  of  the  uni)aid 
outstanding  debentures  by  notifying  the  Trustee  of  its  intention  so  to  do 
at  least  sixty  (60)  days  prior  to  said  interest  date.  In  the  event  the 
Company  shall  elect  at  such  time  or  times  to  retire  less  than  all  of  the  de- 
bentures then  outstanding,  the  Trustee  shall  forthwith  determine  by  lot  the 
numbers  of  the  debentures  which  shall  be  retired  on  said  interest  date.  The 
Trustee,  having  been  so  notified  by  the  Company  (and  having  made  the  req- 
uisite drawings  by  lot  in  the  event  the  Company  elects  to  pay  less  than  all 
of  the  debentures  then  unpaid  and  outstanding)  shall  thereupon  publish  a 
notice  for  ten  (10)  successive  days  prior  to  said  interest  date,  in  a  news- 
paper of  general  circulation  in   ,    ,  and  also  in 

a  newspaper  of  general  circulation  in , ,  giving 

notice  of  the  retirement  of  said  debentures,  or  if  less  than  all  are  to  be 
paid  or  retired,  of  the  numbers  of  the  outstanding  debentures  drawn  for 
payment  and  retirement,  and  of  the  fact  that  the  principal  thereof,  together 

Avith  all  accrued  interest  thereon  plus  a  premium  of    

per   cent,   on   the   principal   thereof   will   be   paid   by   the   Company  at  the 

office  of  the  Trustee  or  at  the  office  of  the Bank  in 

the  City  of ,  on  said  interest  date  fixed  by  the  Company. 

The  Company  shall,  on  or  before  said  interest  date,  deposit  with  the 
Trustee  a  sufficient  sum  to  retire  all  of  the  principal  of  said  debentures 
to  be  retired  on  that  date,  together  with  all  accrued  interest  due  thereon 

on  said  interest  day,  plus  a  premium  of per  cent,  of 

the  principal  thereof,  together  with  all  other  reasonable  charges  and  expenses 
of  the  Trustee  and  a  reasonable  sum  for  the  compensation  of  the  Trustee 
in  the  distribution  of  the  funds  so  deposited  and  in  the  execution  of  these 
trusts;  and  upon  presentation  of  said  debentures  so  due  on  said  interest 
date,  together  with  all  unmatured  interest  coupons  thereunto  at- 
tached, the  Trustee  shall  pay  out  of  the  funds  so  deposited  with  it  by 
the  Company  the  principal  of  said  debentures  together  with  the  accrued 
interest  thereon  and  the  premiums  aforesaid  and  shall  cancel  the  same. 
On  and  after  said  interest  date,  said  debentures  shall  not  hear  interest, 
and  the  holder  or  holders  thereof  shall  not  be  entitled  to  collect,  under 
any  circumstances  whatsoever,   from  either  the   Trustee  or  the  Company, 


1350    CORPORATION  FORMS  AND  PRECEDENTS. 

any  interest  upon  the  same,  and  the  said  debentures  shall  thereupon  cease 
to  be  entitled  to  the  security  of  this  indenture,  and  the  holders  or  owners 
thereof  shall  be  entitled  only  to  the  cash  deposited  with  the  Trustee  for 
the  payment  and  retirement  of  such  debentures,  which  sum  shall  not  bear 
interest  in  the  hands  of  the  Trustee,  and  the  owners  or  holders  thereof 
shall  not,  then  or  at  any  time  thereafter,  have  any  right  of  action  of  any 
kind,  character  or  description  thereon  against  the  Company. 

Sec.  IX.  (1)  In  case  the  Company  makes  default  in  the  payment  of 
the  principal  of  any  one  or  more  of  its  said  debentures,  or  in  the  payment 
of  any  installment  of  interest  maturing  upon  any  one  or  more  of  its  said 
debentures  as  and  when  the  same  shall  become  due  and  payable,  and  such 
default  in  the  payment  of  interest  shall  continue  for  sixty  (60)  days;  or 
in  ease  of  a  default  or  breach  of  agreement  by  the  Company  as  to  any  of 
the  conditions,  covenants  and  agreements  in  this  indenture  contained  by 
it  to  be  kept  and  performed,  other  than  the  payment  of  the  principal  and 
interest  aforesaid,  and  such  last  mentioned  default  or  breach  of  agree- 
ment shall  continue  for  sixty  (60)  days  after  written  notice  of  such  default 
or  breach  given  by  the  Trustee  to  the  Company  (and  the  Trustee  shall 
give  written  notice  of  such  breach  at  the  request  of  the  holders  of  twenty- 
five  per  cent,  in  amount  of  said  debentures),  or  if  a  receiver  shall  be 
appointed  for  the  Company  then  or  in  either  event  the  Trustee  may,  and 
at  the  request  in  writing  of  the  holder  or  holders  of  at  least  twenty- 
five  per  cent,  in  amount  of  principal  of  said  debentures  then  outstanding 
and  unpaid,  shall  declare  the  principal  of  all  of  said  debentures  then  out- 
standing and  unpaid  to  be  immediately  due  and  payable,  together  with  the 
accrued    and    unpaid    interest    thereon.      But    the    Trustee    shall   first   send 

by  registered  mail  to  the  address  of  the  Company  at    , 

,   or  at  such  other  address  as  may  be  furnished  by 

the  Company  to  the  Trustee,  written  notice  of  its  election  or  of  the  fact 
that  such  request  as  aforesaid  has  been  received  by  the  Trustee,  and  if 
such  default  shall  continue  for  ten  (10)  days  after  such  written  notice  has 
been  so  sent  by  the  Trustee  to  the  Company  then  the  Trustee,  acting  as 
the  Trustee  of  the  holders  of  said  debentures  then  outstanding  and  unpaid, 
shall  declare  the  principal  of  all  of  said  debentures  then  outstanding  and 
unpaid  to  be  immediately  due  and  payable,  and  the  Company  hereby  agrees 
with  the  Trustee  for  the  benefit  of  the  holder  or  holders  of  all  of  said 
debentures  outstanding  and  unpaid,  that  all  of  said  debentures  outstand- 
ing and  unpaid  together  with  the  accrued  and  unpaid  interest  thereon,  shall 
thereupon  forthwith  become  and  be  immediately  due  and  payable  with- 
out further  notice  to  or  demand  upon  the  Company,  anything  in  this 
indenture  or  in  said  debentures  contained  to  the  contrary  notwithstanding." 
(2)  In  case  of  any  such  default  as  aforesaid,  the  Trustee  shall  pro- 
ceed when  and  in  such  manner  as  requested  in  writing  by  the  holder  or 
holders  of  at  least  twenty-five  per  cent,  in  amount  of  principal  of  said 
debentures  outstanding  and  unpaid,  so  requesting  as  aforsaid,  to  enforce 
the  rights  and  claims  hereunder  of  itself  and  of  the  holders  of  all  said 
debentures  outstanding  and  unpaid.  The  Trustee  may  proceed  at  law  or 
in  equity,  as  it  may  elect  or  as  it  may  be  requested  so  to  do  by  the  debenture 
holders,  as  aforesaid,  to  enforce  each,  every  and  all  of  the  rights  which  the 
debenture  holders  -would  or  might  have  were  it  not  for  the  provisions  of 

9 — See  Cook  on  Corporations,  §  800. 


BOND  ISSUES.  1351 

this  indenture.  The  lioldcr  or  holders  of  seventy-five  i)er  cent,  in  amount 
of  the  princijial  of  said  del)entures  then  oiitstamling  and  unpaid  may,  by 
written  notice  to  the  Trustee  ami  the  (:omi)any,  waive  any  default  and  its 
consequences,  and  the  Trustee  shall  thereupon  annul  and  revoke  any  such 
declaration  of  maturity  of  principal,  but  no  such  waiver  and  revocation 
by  said  iioider  or  holders  and  by  the  Trustee  shall  extend  to  or  affect 
any  subsequent  default  of  the  Company  or  affect  or  impair  any  rights  of 
any  holder  or  holders  of  said  debentures  hereunder  or  thereumlnr  as  to 
such  subsequent  default. i" 

(3)  In  case  the  Trustee  shall  receive  two  conflicting  requests  or  directions 
from  debenture  holders,  each  signed  by  the  holders  of  at  least  the  requisite 
number  in  amount  of  debentures  then  outstanding,  its  action  shall  be  gov- 
erned by  the  request  which  shall  be  signed  by  the  holders  of  the  greater 
amount,  such  request  or  requests,,  however,  shall  not  in  any  way  be  con- 
strued to  affect  the  discretionary  power  herein  given  to  the  Trustee  with 
reference  to  taking  any  action  hereunder. 

Sec.  X.  At  any  sale  or  sales  of  the  property  of  the  Company  or  any 
part  thereof  made  by  judicial  authority  for  the  enforcement  of  this 
Indenture,  the  Trustee  may,  and  upon  written  request  of  holders  of  a 
majority  of  the  debentures  hereby  secured  and  outstanding  (the  debentures 
of  such  requesting  holders  having  been  deposited  with  the  Trustee),  shall 
bid  for  and  purchase  or  cause  to  be  bid  for  or  so  purchased  the  said  prop 
erty  so  sold,  for  and  on  behalf  of  the  holders  of  the  debentures  hereby 
secured  and  then  outstanding,  in  the  proportion  of  the  respective  interests 
of  such  debenture  holders,  at  a  price  not  exceeding  the  whole  amount  then 
secured  by  this  indenture  and  the  expense  of  such  sale  or  sales,  which 
expenses  shall  be  paid  in  cash  to  the  Trustee  before  it  shall  be  required  to 
so  purchase;  and  all  debenture  holders  hereunder  shall  be  bound  by  and 
subject  to  the  result  of  such  sale  and  purchase.^ 

Sec.  XI.     Prior  to  December  15,  19 ,  no  owner  or  owners  or  holder 

or  holders  of  any  of  said  debentures  herein  provided  for  shall  have  the  right 
to  institute  any  suit,  action,  or  proceeding  at  law  or  in  equity,  upon  said 
debentures,  or  for  the  enforcement  of  any  of  the  provisions  of  this  indenture, 
or  for  the  appointment  of  a  receiver,  or  for  any  other  remedy  under  or 
upon  this  instrument  or  the  debentures  and  coupons  referred  to  herein  and 
secured  hereby,  unless  such  ownier  or  owners  or  holder  or  holders  shall 
previously  have  given  to  the  Trustee  written  notice  of  any  existing  default 
or  breach  of  agreement,  and  unless,  also,  the  holders  of  twenty-five  per  cent, 
in  amount  of  the  debentures  hereby  secured  shall  have  made  written 
request  upon  the  Trustee  to  declare  the  principal  of  said  debentures  due 
and  to  take  the  action  hereinabove  provided  for  to  be  taken  by  the  Trustee 
in  the  case  of  default  or  breach  of  an  agreement;  nor  unless  also,  such 
owner  or  owners  or  holder  or  holders  shall  have  offered  to  the  Trustee 
adeqiiate  security  and  indemnity  against  costs,  expenses  and  liabilities  to 
be  incurred  by  reason  of  such  action,  suit  or  proceeding;  nor  unless  also, 
such  Trustee  shall  thereupon  refuse  to  act  and  fail  so  to  do  for  a  period 
of  thirty  (30)  days  thereafter,  it  being  understood  and  intended  that  no 
one  or  more  of  the  holders  of  the  debentures  shall  have  any  right  hereunder 
in  any  manner  whatsoever  to  enforce  any  obligation  thereof  except  upon 

10 — See  as  to  waiver  of  default,  Cook  on  Corporations,  §  801. 
11 — See  Cook  on  Corporations,  §816. 


1352    CORPORATION  FORMS  AND  PRECEDENTS. 

the  conditions  herein  provided  for.  All  proceedings  hereunder  shall  bo 
instituted,  had  and  maintained  by  the  Trustee  for  the  eifjual  benefit  of  all 
of  the  holders  of  such  debentures.  And  the  owners  of  all  the  debentures 
provided  for  herein  shall  participate  without  preference,  priority  or 
distinction,  except  as  herein  provided,  in  all  payments  made  by  the  Com- 
pany to  the  Trustee  hereunder,  and  in  all  collections  made  by  the  Trustee 
from  the  Company,  whether  such  payments  or  collections  are  voluntarily 
made  or  are  made  through  the  enforcement  of  the  covenants  of  this  inden- 
ture or  in  any  judicial  proceeding.12 

The  Trustee  shall  be  entiOed  to  receive,  and  the  Company  agrees  to 
pay  to  it,  reasonable  compensatiop  for  any  and  all  services  by  it  performed 
hereunder,  which  said  compensation  shall  be  an  indebtedness  of  the 
Company,   payable  upon   demand. i3 

Sec.  XII.  No  delay  or  omission  on  the  part  of  the  holder  or  holders 
of  one  or  more  of  said  debentures  or  on  the  part  of  the  Trustee,  to  exercise 
any  right  or  power  arising  from  any  default  or  breach  of  agreement  of 
the  Company,  shall  impair  any  such  right  or  power  or  shall  be  construed 
to 'be  a  waiver  of  any  such  default  or  breach  or  of  any  right  or  power 
herein  given. 

Sec.  XIII.  There  shall  be  no  recourse  whatsoever,  now  or  at  any  time 
hereafter,  to,  upon  or  against  the  stockholders,  officers  or  directors,  of  the 
Company  individually  or  as  such  stockholders,  officers  or  directors,  for 
the  payment  of  the  principal  or  of  the  interest  of  said  debentures  or  any 
of  them,  or  any  part  thereof.i* 

Sec.  XIV.  Upon  the  payment  by  the  Company  of  all  the  various  sums 
required  by  this  indenture  to  be  paid  by  it  to  the  Trustee,  the  Company 
shall  be  released  of  any  liability  or  responsibility  for  the  application  or 
non-application  by  the  Trustee  of  said  payments  and  the  payment  by  tlic 
Company  to  the  Trustee  as  between  the  Company  and  the  owner  or  owners, 
holder  or  holders  of  the  debentures,  shall  be  a  sufficient  payment  by  the 
Company  to  discharge  it  from  any  further  liability  thereon. 

Sec.  XV.  The  recitals  of  fact  contained  herein  and  contained  in  said 
debentures,  shall  be  taken  as  statements  made  solely  by  the  Company  and 
the  Trustee  shall  in  no  case  be  held  responsible  therefor,  nor  shall  the 
Trustee  have  any  responsibility  as  to  the  authority  for  or  validity  of  said 
debentures  and  the  execution  thereof,  or  as  to  the  sufficiency  of  the 
security  therefor,  or  as  to  the  application  of  the  proceeds  derived  from 
the  sale  thereof,  nor  as  to  the  authority  for  or  validity  of  any  shares  of 
stock  of  the  Company  delivered  in  exchange  for  said  debentures  under  the 
provisions  of  Sec.  V  hereof  and  the  Trustee  shall  be  fully  protected  in 
delivering  such  stock  to  any  person  or  persons  presenting  debentures  for 
conversion  and  claiming  to  be  the  owner  or  owners  thereof. 

Sec,  XVI.  The  Trustee  shall  be  under  no  duty  to  approve  the 
insurance  against  fire  or  other  damage  placed  by  the  Company,  but  such 
insurance  shall  be  subject  to  the  approval  of  the  Trustee  as  hereinliefore 
provided;  nor  shall  the  Trustee  be  required  to  keep  itself  informed  as  to 
the  sufficiency  of  such  insurance;  and  any  action  by  the  Trustee  as  to  the 

12 — See  as  to  right  to  su6  for  foreclosure,  Cook  on  Corporations,  §§  820, 
821,  823,  82.5-827,  843. 

13— See  as  to  trustees'  compensation.  Cook  on  Corporations,  §818. 
14 — See  Cook  on  Corporations,  §  807. 


BOND  ISSUES.  1353 

matters  or  thinj^s  in  this  i.ara>,'raph  nu'ntiono.l  or  referred  to  shall  not  be 
^■onstrued  as  a  waiver  of  its  exemption  from  rcsponsilnlity  therefor. 

Sec.  XVII.  The  Trustee  may  select  and  employ  in  and  about  the 
execution  of  the  trusts  and  in  enforcing  the  covenants,  agreements  and 
duties  in  and  by  this  indenture  expressed  and  imposed,  and  in  and  about 
any  suit  or  procce.iing  whether  of  prosecution  or  defense  or  other  matter 
to  which  it  may  be  a  party  voluntarily  or  involuntarily,  by  reason  of  its 
being  a  party  to  this  indenture,  necessary  agents  and  attorneys,  whose 
reasonable  compensation  shall  be  included  in  the  compensation  hereinbefore 
provided  to  be  received  by  the  Trustee  for  its  services  hereunder;  and  in 
the  event  of  default  or  breach  by  the  Company  whereby  any  action  or 
actions,  proceeding  or  proceedings,  may  rightfully  be  instituted  by  the 
Trustee  or  the  holder  of  any  of  said  debentures,  all  fees,  costs  and  charges 
incurred  or  paid  in  and  about  such  action  or  actions,  proceeding  or  proceed- 
ings, shall  be  an  indebtedness  of  the  Company,  payable* on  demand  to  the 
person  or  persons  incurring,  paying  or  advancing  the  same. 

Sec.  XVlir.  (1)  Any  request  or  other  instrument  required  by  this 
Indenture  to  be  signed  and  executed  by  the  debenture  holders  may  be 
in  any  number  of  concurrent  instruments  of  similar  tenor  and  may  lie 
signed  or  executed  by  such  debenture  holders  in  person  or  by  agent 
appointed  in  writing.  Proof  of  the  execution  of  any  such  request  or  other 
instrument  or  of  a  writing  appointing  any  agent,  and  of  the  holding  by 
any  person  of  any  of  the  debentures,  shall  be  sufficient  for  any  purpose 
of  this  Indenture,  and  may  be  received  by  the  Trustee  as  conclusive  if 
made  in  the  following  manner: 

The  fact  and  date  of  the  execution  by  any  person  of  any  such  request 
or  other  instrument  or  writing  may  be  approved  by  the  certificate  of  any 
notary  public,  or  other  officer  authorized  to  take  acknowledgments  of 
deeds,  that  the  person  signing  such  request  or  other  instrument,  acknowl- 
edged to  him  the  execution  thereof,  or  by  affidavit  of  a  witness  to  such  an 
execution. 

(2)  The  aggregate  amount  of  debentures  held  by  any  person  executing 
any  such  request  or  other  instrument  as  a  debenture  owner  or  holder  and 
the  number  of  debentures,  and  the  date  of  his  holding  the  same,  may  be 
proved  by  a  certificate,  executed  by  any  trust  company,  bank,  bankers, 
or  other  depository  (wherever  situated)  if  such  certificate  shall  be 
deemed  by  the  Trustee  to  be  satisfactory,  showing  therein  that  at  the  date 
therein  mentioned  such  person  had  on  deposit  with  such  depositary  the 
debentures   described   in   such  certificate. 

(3)  The  Company  and  the  Trustee  may  deem  and  treat  the  bearer  of  any 
debenture  hereV)y  secured  and  of  any  coupon  for  interest  on  any  such 
debenture  as  the  absolute  owner  of  such  debenture,  or  coupon,  as  the  case 
may  be,  for  the  purpose  of  receiving  payment  thereof  and  for  all  other 
purposes,  and  neither  the  Company  nor  the  Trustee  shall  be  affected  by  any 
notice  to  the  contrary, 

(4)  All  rights  of  action  under  this  Indenture  or  under  said  debentures 
or  coupons  may  be  enforced  by  the  Trustee  without  the  possession  of  any 
of  the  debentures  or  coupons,  and  any  collection  made,  or  any  judgment 
obtained  shall  be  for  the  ratable  benefit  of  the  holders  of  said  debentures 
or  coupons.     Any  moneys  collected  by  the  Trustee  or  property  purchased  by 


1354    CORPORATION  FORMS  AND  PRECEDENTS. 

the  Trustee  under  the  provisions  of  this  section  or  under  Section  X  of  this 
Indenture  shall  be  applied  by  the  Trustee,  as  follows: 

(a)  To  the  payment  of  all  costs  and  expenses,  including  a  reasonable 
compensation  to  the  Trustee,  its  agents,  attorneys  and  counsel,  and  all 
expenses,  liabilities  and  advances,  if  any,  made  or  incurred  by  the  Trustee. '5 

(b)  To  the  payment  of  the  amounts  then  due  and  unpaid  upon  such 
debentures  and  coupons  in  respect  of  which  said  money  shall  have  been 
collected,  ratably  and  without  any  preference  or  priority  of  any  kind 
according  to  the  amounts  due  and  payable  upon  such  debentures  and  cou- 
pons respectively  at  the  date  fixed  by  the  Trustee  for  the  distribution  of  such 
moneys,  upon  the  presentation  of  the  several  debentures  and  coupons  and 
stamping  the  payment  thereon  if  only  partly  paid,  and  upon  the  surrender 
and  cancellation  thereof  if  paid  in  full. 

Sec.  XIX.  The  Trustee  shall  be  entitled  to  receive  and  to  rely  upon 
as  conclusive  proof  of  any  fact  or  matter  which  may  be  ascertained  by  it 
from  the  Company  hereunder,  any  statement  made  in  writing  by  the 
Company,  when  sworn  to  by  the  President,  Vice-President,  Secretary  or 
Treasurer  of  the  Company,  and  shall  be  fully  protected  in  so  doing. 

The  Trustee  shall  be  fully  protected  in  acting  upon  any  affidavit,  certifi- 
cate, statement,  report,  order,  notice,  request  or  consent,  or  upon  any 
copy  of  any  resolution  of  the  Board  of  Directors,  of  the  Company,  or  upon 
any  other  paper  or  document  believed  by  it  to  be  genuine  and  to  be  signed 
l)y  the  proper  person  or  persons,  either  individually  or  in  a  representative 
or    official    capacity. 

Sec.  XX.  The  Trustee  may  resign  and  discharge  itself  of  the  trust 
hereby    created,    upon   written    notice   to    the    Company,    its   successors    or 

assigns,  sent  by  registered  mail  to  the  Company  at , , 

or  at  such  other  address  as  may  be  furnished  by  the  Company  to  the  Trustee, 
and  given  three  (3)  months  before  such  resignation  is  to  take  effect,  or  such 
shorter  time,  as  the  Company  may  accept  as  sufficient  notice;  and  upon  the 
resignation  of  the  Trustee,  as  before  provided,  or  in  the  event  of  the  inability 
or  incapability  of  the  Trustee  to  act,  the  Company  shall  immediately  by 
resolution  of  its  Board  of  Directors  at  a  meeting  thereof  duly  called  and 
held  in  accordance  with  the  provisions  of  its  by-laws,  designate  and  appoint 
a  successor  in  the  trust  by  this  agreement  created  and  contemplated.  Said 
successor  so  designated  and  appointed,  shall  thereupon  succeed  to  and  be 
vested  with  all  the  rights,  powers,  duties  and  trusts  vested  in  the  Trustee  as 
original  Trustee  hereunder,  and  shall  continue  to  act  as  and  in  the  stead  of 
said  predecessor  Trustee,  unless  and  until  the  holders  of  a  majority  in 
amount  of  i)rincipal  of  said  debentures  then  outstanding  and  unpaid  shall  by 
an  instrument  or  concurrent  instruments  in  writing,  under  their  hands  and 
seals  annul  and  revoke  the  appointment  of  such  successor  so  designated 
and  appointed  by  the  Company,  and  shall  designate  and  appoint  other  suc- 
cessors to  the  Trustee,  the  original  Trustee  hereunder.!"  In  such  rase  such 
other  successor  or  successors  so  designated  and  appointed  by  said  holders 
of  a  majority  in  amount  of  principal  of  said  debentures  outstanding  and 
unpaid  shall  thereupon  succeed  to  said  trust  in  the  place  and  stead  of  the 
successor  so  designated  and  appointed  by  the  Company;  provided,  however, 
that  any  successor  so  designated  and  appointed  by  the  Company  as  afore- 

1.5— See  Cook  on  Corporations,  §§818,  879. 

16 — See  for  appoint  of  successor  trustee.  Cook  on  Corporations,  §  819. 


BOND  ISSUES.  1355 

said  shall,  until  such  designation  and  appointment  are  revoked  by  said 
debenture-holders  holding  such  majority  in  amount,  be  vested  with  and 
entitled  to  exercise  all  of  the  powers,  and  shall  be  under  all  of  the  duties 
of  the  original  Trustee  hereunder;  and  provided  further,  that  in  the.  event 
that  the  Company  shall  fail  so  to  designate  and  ajipoint  such  successor  as 
aforesaid  by  the  time  the  resignation  of  the  Trustee  shall  take  effect,  then 
the  holders  of  a  majority  in  amount  of  said  debentures  outstanding  anil 
unpaid  shall  have  the  right  immediately  to  designate  and  appoint,  by  an 
instrument  or  concurrent  instruments  in  writing,  under  their  hands  and 
seals,  such  successor.  Such  successor  so  designated  and  appointed  by  said 
holders  of  a  majority  in  amount  of  principal  of  said  debentures  outstanding 
and  unpaid  shall  thereupon  succeed  to  and  be  vested  with  all  the  rights, 
powers,  duties  and  trusts  vested  in  the  Trustee  as  original  Trustee  here- 
under. The  provisions  of  this  paragraph  as  to  the  resignation  of  the  Trustee 
shall  also  apply  as  to  the  resignation  of  any  successor  or  successors  in 
oflice  of  the  Trustee,  and  all  the  rights,  titles,  powers,  and  duties  of  the 
original  Trustee  hereunder  shall  pass  to  and  be  invested  in  any  successor 
of   said    Trustee. i'^ 

Sec.  XXI.  This  indenture,  as  to  any  and  all  of  its  provisions,  covenants, 
agreements  and  representations  herein  contained  by  or  on  behalf  of  the 
Company,  shall  bind  the  successors  and  assigns  of  the  Company,  as  well 
as  the  Company  itself,  whether  so  expressed  or  not. 

Sec.  XXII.  Upon  full  payment  and  satisfaction  by  the  Company  of 
each,  every  and  all  of  the  debentures  aforesaid,  together  with  the  interest 
thereon,  and  of  any  and  all  charges  and  expenses  made  and  incurred  under 
this  instrument  for  the  payment  whereof  it  has  bound  itself  as  aforesaid, 
then  this  indenture  shall  be  cancelled  and  surrendered  by  the  Trustee  to  the 
Company,  upon  request  therefor,  and  the  Company  shall  be  entitled  to 
receive  from  the  Trustee  its  certificate  as  to  such  payment  and  satisfaction, 
but  it  is  expressly  understood  that  in  the  making  of  such  certificate,  the 
Trustee  shall  be  entitled  to  rely  upon  and  to  accept  any  debenture  or 
debentures  of  the  series  aforesaid,  and  any  interest  coupon  or  coupons 
thereon,  which  shall  have  been  duly  cancelled,  as  conclusive  evidence  of  the 
full  payment  thereof,  and  upon  such  evidence  shall  be  fully  protected  in 
making  its  such  certificate. 

Sec.  XXIII.  The  word  "Trustee,"  as  used  in  this  indenture,  shall  be 
construed  to  mean  the  person  or  corporation  acting  as  Trustee  hereunder 
whether  original  or  successor,  and  the  words,  "person"  and  "owner"  and 
"holder,"  as  used  in  this  instrument  with  reference  to  a  holder  of  said 
debentures,  shall  incdude  firms,  associations,  co-partnerships,  and  corpora- 
tions as  well  as  individuals,  holding  any  one  or  more  of  said  debentures. 

In  witness  whereof,  said   The    Company,   the  party  of 

the  first  part  hereto,  has  caused  this  instrument  to  be  signed  in  its  cor- 
porate name  by  its  President,  or  one  of  its  Vice-Presidents,  its  corporate 
seal   to   be  hereto   affixed   and   attested   by  its   Secretary,    or   one   of  its 

Assistant  Secretaries,  and  said    Trust  Company,  the  party 

of  the  second  part  hereto,  has  caused  this  instrument  to  be  signed  in  its 
corporate  name  by  its President,  its  corporate  seal  hereto 

17 — See  generally   as  to  resignation,  etc..  of  trustees,  Cook  on  Corpora 
tions,  §  819. 


1356  CORPORATION  FORMS  AND  PRECEDENTS. 

affixed  and  attested  by   its    Secretary   the   day   and   year 

first  above  ■written. 

The   Company, 

By   

President. 

Attest : 

Secretary. 
Trust  Company, 

By   ••■• 

President. 

Attest : 

Secretary. 
(Add    acknowledgments.) 
See  form  next  following. 
See  for  forms  of  subscription  to  above  debentures,  Form  1712-1715,  post. 

Form  1685. 
COUPON  DEBENTURE  NOTE. 

No.    ...■ $1,000.00. 

United  States  of  America,  State  of    

Company. 

Six  Per  Cent.  Gold  Coupon  Debenture  Note. 

For    value    received,    Company,    a    corporation    of    the 

State  of ,  promises  to  pay  to  bearer  One  Thousand  Dollars  in 

gold   coin   of   the   United    States   of   America   of   or   equal   to   the   present 

standard  of  weight  and  fineness,  at  the  office  of  The   Trust 

Company,  in  the  City  of   ,    ,   on  the  first   day  of 

December,   19 ,   together  with   interest   thereon   at  the   rate   of  six   per 

centum  per  annum,  payable  in  like  gold  coin,  at  said  office  of  said  Trust 
Company  in  said  City,  semi-annually,  on  the  first  day  of  June  and  the 
first  day  of  December  in  each  year  from  date  hereof  until  the  principal 
sum  is  paid,  upon  the  presentation  and  surrender  of  the  coupons  therefor, 
hereto  attached,  as  they  severally  become  due. 

This  debenture  note  is  one  of  an  authorized  issue  of  seven  hundred 
six  per  cent,  gold  coupon  debenture  notes,  aggregating  the  principal  sum 
of  Seven  Hundred  Thousand  Dollars,  all  of  said  notes  being  of  like  tenor, 
amount,  date  and  effect,  except  as  to  the  times  of  maturity,  which  are  as 
follows : 

Debenture  Notes  Nos.  1  to  100,  both  inclusive.  Dee.  1,  1913. 

Debenture  Notes  Nos.  101  to  200,  both  inclusive,  Dec.  1,  1914. 

Debenture  Notes  Nos.  201  to  300,  both  inclusive,  Dec.  1.  1915. 

Debenture  Notes  Nos.  301  to  400,  both  inclusive,  Dec.  1,  1916. 

Debenture  Notes  Nos.  401  to  500,  both  inclusive,  Dec.  1,  1917. 

Debenture  Notes  Nos.  501  to  700,  both  inclusive,  Dec.  1,  1918. 

All  of  said  debenture  notes  are  issued  pursuant  to  and  entitled  to  the 
benefits  of  a  certain  Indenture,  dated  Sept.  1,  1912,  made  by  and  between 

the   Company,  and  The   Trust  Company,  a 

corporation   of  the  State  of    ,  having  its  ^principal  office  in 


BOND  ISSUES.  1357 

, ,  as  Trustee,  an  original  of  wbiih  is  on  file  at 

said   Trustee's   Ollice   in   the   City   of    ,    ,   to   which 

reference  is  hercliy  had  for  a  more  particular  description  of  the  terms  and 
conditions  of  said  Indenture  and  the  rights  of  said  debenture  noteholders. 

All  .said  debenture  notes  are  subject  to  redemption  on  any  interest  paying 
day  prior  to  maturity  upon  payment  of  the  principal  sum  thereof,  plus  two 
per  cent,  premium  thereon,  and  accrued  interest,  at  the  election  of  tlie 
Company,  its  successors  or  assigns,  and  upon  giving  the  notice  of  its  or  their 
election  to  redeem  by  publication  at  least  once  a  week  for  six  successive 
weeks  preceding  the  redemption  date  in  some  newspaper  published  in  the 

City  of , ,  as  provided  in  said  Indenture  and  upon 

complying  with  the  terms  of  said  Indenture  with  respect  to  said  redemption, 
and  such  notice  having  been  given  and  terms  complied  with,  if  the  holder 
hereof  fails  or  neglects  to  present  this  note  for  payment  at  the  time  and 
place  in  said  notice  specified,  this  note  shall  cease  to  bear  interest  unless 
payment  hereof  shall  be  refused  upon  the  presentation  of  the  same  at  or 
after  the  time  specified  in  said  notice.  If  default  be  made  in  the  payment 
of  any  interest  on  this  note  or  any  principal  or  interest  upon  any  other 
of  said  notes  or  in  the  performance  or  observance  of  any  covenant  or  condi- 
tion of  said  Indenture,  the  Trustee  may  thereupon  declare  the  principal  of 
all  of  said  notes  at  the  time  outstanding  forthwith  due  and  payable  and 
the  same  shall,  upon  such  declaration,  become  forthwith  due  and  payable 
and  the  Company  will  immediately  pay  the  same. 

This  note  shall  not  be  valid  until  the  certificate  endorsed  hereon  shall 
have  been  signed  by  the  Trustee. 

In    witness    whereof,    said Company    has    caused    this 

debenture  to  be  signed  by  its  President,  or  one  of  its  Vice-Presidents,  and 
its  Assistant  Treasurer,  and  its  corporate  seal  to  be  hereto  affixed,  and  the 
coupons  hereto  annexed  to  be  executed  by  the  facsimile  of  the  signature 
of  its  Treasurer  or  Assistant  Treasurer,  as  of  the  first  day  of  September, 
1912. 

Companv, 

By :. 

President. 

Attest :    

Assistant   Treasurer. 

COUPOX. 

No $30.00. 

Company  will   ])ay  to  bearer  at  the  office  of  The 

Trust   Company,   in   the   City   of    , 

on  the  first  day  of ,  19 Thirty  Dollars,  being  six  months' 

interest  then  due  on  its  6  per  cent,  gold  coupon  debenture  note  No 


Assistant   Treasurer. 

trustee's  certificate. 
This  note  is  one  of  tho  issue  of  debenture  notes  described  in  the  Indenture 
within  mentioned. 

The    Trust    Company, 

Trustee. 

By    Vice   President. 

See  form  next  i)receding,  and  form  next  following. 


1358    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1686. 

EXTRACTS  FROM  INDENTURE  SECURING  PRECEDING 
DEBENTURE  NOTES. 

ARTICLE   II. 

The  Company  covenants  and  agrees: 

********** 

Section  2.  That  it  will  on  or  before  the  first  day  of  December,  1914, 
expend  not  less  than  $300,000.00  for  new  additions,  imj^rovements  and 
betterments  to  the  Company's  plants  and  property  made  or  constructed 
after  September  1,  1912,  and  will  on  or  before  said  first  day  of  December, 
1914,  exhibit  to  the  Trustee  vouchers  believed  by  it  to  be  sufficient,  show- 
ing the  expenditure  of  not  less  than  said  amount  of  money  for  such  addi- 
tions, improvements  and  betterments. 
********** 

Section  6.  That  the  plants  and  properties  of  the  Company  are  free  and 
clear  of  all  liens  and  encumbrances  whatsoever,  and  that  it  will  not  so 
long  as  any  of  the  notes  issued  hereunder  remain  outstanding  and  unpaid 
create  or  suifer  to  be  created  any  mortgage  or  other  lien  or  charge  upon 
its  property  or  plants,  -or  any  part  thereof,  provided,  however,  that  it 
shall  not  be  necessary  to  pay  or  discharge  any  claim  of  any  mechanic  or 
laborer  with  respect  to  which  a  lien  may  be  asserted  by  virtue  of  any  statute 
so  long  as  the  Company  shall  in  good  faith  and  by  a  proper  proceeding 
in  a  court  of  competent  jurisdiction,  contest  the  validity  thereof;  that  in 
like  manner  it  will  not  create  or  suffer  to  be  created  any  lien  or  charge 
upon  the  properties  or  plants  of  any  company,  the  stock  or  securities  of 
which,  or  any  part  thereof,  it  now  owns  or  may  hereafter  acquire,  provided, 

however,  that  the    Mills,   a  corporation  of  the  State  of 

,  whose  stock  or  a  majority  thereof  is  now  owned   by  the 

Company  may  discharge  or  cause  to  be  discharged  its  outstanding  bonded 
indebtedness  secured  by  mortgage  upon  its  plants  and  property  and  make  a 
new  issue  of  bonds  secured  by  mortgage  upon  its  properties  to  an  amount 
not  exceeding  $500,000.00  of  principal.  Nothing  in  this  Section  6  contained 
shall  be  construed  to  prevent  the  Company  receiving  title  to  property 
subject  to  mortgage  indebtedness  at  the  time  or  to  execute  and  deliver 
mortgages  to  secure  part  of  the  j)urchase  price  of  additional  property 
acquired  by  the  Company,  provided  that  no  part  of  the  purchase  price  of  any 
such  property  subject  to  mortgages,  whether  purchase  money  or  otherwise, 
shall  be  paid  from  the  proceeds  of  the  notes  issued  hereunder. 

Section  7.  That  it  will  fully  and  faithfully  perform  its  corporate 
duties  and  use  and  exercise  its  corporate  authority  and  franchises;  that 
it  will  at  all  times  maintain  its  corporate  organization;  that  it  will  not 
permit  or  suffer  any  user  or  non-user  of  its  corporate  authority  and 
franchises  whereby  said  corporate  authority  and  franchises  may  be  or 
become  in  any  wise  forfeitable  or  forfeited;  that  it  will  at  all  times  actively 
carry  on  its  business,  and  keep  in  good  condition  for  operation  its  property, 
works  and  plants  to  at  least  their  present  capacity  and  will  keep  proper  books 
and  accounts  thereof,  and  therein  show  the  true  condition  of  its  business 
and  affairs,  financial  and  physical. 

Section  8.  That  it  will  not  sell  or  permit  to  be  sold  any  of  its  real 
property,    works    or    plants,    nor    any    of    its    personal    property,    fixtures, 


BOND  ISSUES.  1359 

machinery,  tools  or  implements,  except  such  as  are  no  longer  useful  or 
necessary  in  the  conduct  of  its  business,  and  th^it  it  will  expend  the  proceeila 
of  any  such  personal  projjerty,  fixtures,  machinery  tools  or  implements  so 
sold  in  the  purchase  of  other  property,  real  or  personal,  fixtures,  machinery 
or  other  things  necessary  or  proper  to  be  used  in  and  about  the  maintenance 
and  operation  of  its  property  or  in  the  conduct  of  its  business.  The 
Company  may,  however,  with  the  consent  and  approval  of  the  Trustee,  sell 
any  part  of  its  real  or  personal  property  and  expend  the  proceeds  as  herein- 
before provided  with  respect  to  sales  of  personal  property.  The  Trustee 
may  require  the  payment  of  any  such  proceeds  to  it,  and  in  the  event  the 
proceeds  of  any  such  sales  which  the  Trustee  has  not  required  to  be  jiaid  to 
it  shall  not  be  expended  by  the  Company  as  hereinbefore  provided  within  a 
period  of  six  months  from  and  after  their  receipt,  the  same  shall  be  paid 
over  to  the  Trustee  by  the  Company.  Any  moneys  paid  to  the  Trustee 
may,  in  its  discretion,  be  used  to  pay  the  cost  of  any  additional  property, 
real  or  personal,  fixtures,  machinery  or  other  things  necessary  or  proper  to 
be  used  in  and  about  the  maintenance  and  operation  of  the  Company's 
property,  or  in  the  conduct  of  its  business,  or  may  be  applied  by  the 
Trustee  in  and  towards  the  payment  of  said  notes  at  their  maturity  or  in 
the  redemption  thereof  as  hereinafter  provided.  Payments  by  the  Trustee 
to  the  Company  of  moneys  to  be  applied  to  the  payment  of  the  cost  of 
property  purchased  as  aforesaid  shall  be  made  upon  the  written  request  of 
the  president  or  one  of  the  vice  presidents  and  the  secretary  or  treasurer, 
or  an  assistant  secretary  or  assistant  treasurer  of  the  Company,  stating 
the  cost  of  the  property  proposed  to  be  purchased,  and  such  request  shall 
be  absolute  protection  to  the  Trustee  in  making  any  such  payment. 

Section  9.  That  its  liquid  assets,  consisting  of  raw  material,  manu- 
factured product,  finished  or  in  process,  supplies,  cash  on  ha'nd  or  in  bank, 
accounts  receivable  and  bills  receivable,  after  deducting  all  bills  and 
accounts. payable,  other  than  the  debenture  notes,  shall  at  all  times  be  not 
less  than  125  per  cent,  of  the  outstanding  debenture  notes  issued  hereunder. 

Section  10.  That  it  will  on  the  30th  day  of  April.  1913,  and  every 
six  months  thereafter,  so  long  as  any  of  the  notes  issued  hereunder  remain 
outstanding  and  unpaid,  make  and  file  with  the  Trustee  a  true  and  correct 
statement  showing,  in  detail  satisfactory  to  the  Trustee,  the  earnings, 
assets  and  liabilities  of  the  Company,  as  of  the  preceding  six  months 
ending  March  31st  or  September  30th,  as  the  case  may  be.  If  at  any  time 
any  such  statement  filed  with  the  Trustee  by  the  Company  shall,  in  the 
opinion  of  the  Trustee,  be  not  correct  or  not  set  forth  with  sufficient  detail 
such  earnings,  assets  and  liabilities,  the  Trustee  may  request,  and  the  Com- 
pany shall  furnislii  such  additional  statement  or  detailed  information  as  the 
Trustee  may  require,  and  in  ease  the  Company  shall  fail  to  make  and  furnish 
to  the  Trustee  any  statement  or  information  which  it  may  at  any  time 
request,  the  Trustee  may,  if  it  elects,  but  shall  not  be  required  so  to  do, 
at  the  expense  of  the  Company,  examine,  through  such  representatives  as 
it  may  select,  all  books,  accounts,  papers,  documents  and  property  of  the 
Con.pany  and  may  make  such  statement  as  it  may  deem  proper. 

Section  11.  That  it  will  not  so  long  as  any  of  the  notes  issued  hereunder 
remain  outstanding  and  unpaid,  pay  any  dividend  in  any  year  in  excess 
of  6  per  cent,  per  annum  upon  an  amount  of  its  preferred  stock  equal  to 
$3,000,000.00  par  value  and  in  excess  of  6  per  cent,  per  annum  upon  an 


1360     CORPORATION  FORMS  AND  PRECEDENTS. 

amount  of  its  common  stock  equal  to  $3,000,000.00  par  value,  unless  it  shall 
in  such  year  set  aside  froqi  its  earnings  and  pay  to  the  Trustee  sufficient 
money  to  provide  for  the  payment  of  the  installment  of  notes  falling  due 
in  the  next  succeeding  year. 

Section  111.  That  so  long  as  any  of  the  notes  issued  hereunder  remain 
outstanding  and  unpaid  the  Company's  total  floating  and  current  indebted- 
ness shall  not  exceed  twenty  per  cent,  upon  the  Company's  outstanding 
capital  stock,  and  that  it  -will  not  create  or  assume  any  floating,  current  or 
other  indebtedness  over  and  above  said  percentage  of  floating  and  current 
indebtedness,  except  as  provided  in  Section  6  of  this  article.  The  indebted- 
ness hereby  secured  shall  not  be  considered  as  floating  or  current  indebted- 
ness. 

(Sec  for  another  form  relative  to  keeping  on  hand  "quick  assets,"  Torm 
107(5,  fupra.) 

ARTICLE    IX. 

The  Trustee  hereby  accepts  the  trusts  and  assumes  the  duties  hereby 
created  and  imposed,  upon  and  only  upon  the  following  terms  and  con- 
ditions, to-wit: 

*  *  *  *  X  «  *  *  *.*  * 

6.  The  Trustee  may  become  the  owner  of  notes  secured  hereby  with  the 
same  rights  which  it  would  have  if  it  were  not  Trustee. 

7.  The  Trustee  shall  be  protected  in  acting  upon  any  resolution,  notice, 
request,  consent,  certificate,  affidavit,  voucher,  note  or  other  paper  or 
document  believed  by  it  to  be  genuine  and  to  be  passed  or  signed  by  the 
proper  party. 

8.  The  Trustee  shall  in  no  event  be  liable  for  its  failure  to  make  any 
investigation  or  examination  of  the  plant,  property  and  condition  or 
finances  of  the  Company,  but  it  may  make  any  such  investigation  when- 
ever it  considers  the  same  desirable  or  necessary.  In  determining  whether 
or  not  to  make  any  such  investigation  or  examination  the  Trustee  may 
but  need  not,  rely  upon  the  truth  or  accuracy  of  any  certificate  or  state- 
ment furnished  it  by  the  Company,  if  such  certificate  or  statement  be 
so  furnished  to  it. 

ARTICLE  X. 

All  of  the  covenants,  stipulations,  terms,  undertakings  and  agreements 
herein  contained  by  or  on  behalf  of  the  Company  shall  bind  its  successors 
and  assigns  whether  so  expressed  or  not. 

For  every  purpose  of  this  Indenture,  including  the  execution,  issue  and 
use  of  any  and  all  bonds  hereby  secured,  the  term  "Company"  includes 
and  means  not  only  the  said  Company,  but  also  its  suc- 
cessors and  assigns,  and  any  corporation  into  which  it  may  be  consolidated 
or  merged. 

The  word  "Trustee"  means  the  trustee  or  trustees  for  the  time  being, 
whether   original  or  new. 

See  form  next  preceding. 


BOND  ISSUES.  1361 

Form  1687. 

COLLATERAL  TRUST  AGREEMENT  SECURING 
CONVERTIBLE  BONDS. 

This    Indenture    made    and    entered    into    the    day   ot' 

,  in  the  year  one  thousand  nine  hundred  and  one, 

between   The    Company,  a   corporation   of 

the    State    of    ,    hereinafter    called    the 

Kailways  Company,  party   of  the  lirat  ijart,  and   The    

Trust  Company,  of    ,  in  the  State  of , 

hereinafter  called  the  Trustee,  party  of  the  second  part,  witnesseth, 

Whereas  the  said  Company  in  pursuance  of  its  corporate  powers  has 
acquired  and  now  holds  divers  stocks  and  bonds,  the  sale  of  which  at  the 
present  time  is  not  advisable  and  has  therefore  duly  authorized  the  pledge 
of  certain  stocks  and  bonds  hereinafter  described  for  the  purpose  of  secur- 
ing the  i)aymeut  of  the  collateral  trust  bonds  of  the  said  Company  herein- 
after provided  for,  and 

Whereas  this  indenture  has  been  approved  by  the  said  Company  and 
the  officers  thereof  duly  authorized  to  seal  with  its  corporate  seal,  execute, 
acknowledge  and  deliver  the  same  to  the  said  Trustee  and  duly  transfer 
and  deliver  to  it  the  securities  hereinafter  speciiied  or  pledged  hereunder 
to  be  by  said  Trustee  held  subject  to  this  indenture  and  to  better  secure 
the  payment  of  the  collateral  trust  bonds  to  be  issued  hereunder  as  herein- 
after provided,  and  said  officers  were  also  authorized  to  sign,  seal,  execute 
and  deliver  the  bonds  hereinafter  mentioned,  and  the  Treasurer  of  said 
Company  was  duly  authorized  to  sign  or  cause  his  signature  to  be  printed 
upon  the  coupons  attached  to  said  bonds  in  and  by  this  indenture  men- 
tioned and  secured, 

jS'ow  therefore  this  Indenture  witnesseth,  that  for  and  in  consideration 
of  the  premises  and  of  the  sum  of  One  dollar  ($1)  to  it  in  hand  paid,  the 

receipt  of  which  is  hereby  acknowledged,  the  said  The    

Company  has  sold,  assigned,  transferred  and  delivered  and  by  these  presents 

doth  sell,  assign,  transfer  and  deliver  unto  the  said  The   

Trust  Company,  its  successors  and  assigns  all  and  singular  the  following 
named  corporate  bonds  and  shares  of  corporate  capital  stock,  that  is  to 
Bay: 

One  million  six  hundred  thousand  dollars  ($1,600,000)  of  the  first  con- 
solidated mortgage  5%  bonds  of  the  Electric  Rail- 
way  Company   of   the   State   of    ,   being  the   whole   issue 

thereof  except  four  hundred  thousand  dollars  ($400,000)  of  said  bonds 
reserved  to  pay  a  like  amount  of  bonds  secured  upon  parts  of  said  Com- 
pany's  system   of   railroads   heretofore   issued   and   yet   outstanding; 

Five  hundred  thousand  dollars   ($500,000)   of  the  first  mortgage  six  per 

cent,  bonds  of  The  Railway  Company  of 

^ ,    ^   being   the   whole   issue   thereof. 

Ten    thousand    five    hundred     (10,500)    shares    of    the    capital    stock    of 

Railway  Company  of ,  

out  of  a  total  issue  of  eleven  thousand   (11,000)   shares  now  outstanding. 

To  have  and  to  hold  the  same  unto  said  Trustee,  its  successors  and 
assigns  forever,  in  trust  nevertheless,  for  the  equal  pro  rata  benefit,  security 
and   protection   of   the   several   persons   and   corporations   who   shall   be   or 


1362    CORPORATION  FORMS  AND  PRECEDENTS. 

become  holders  of  auy  of  the  bonds  issued  or  to  be  issued  hereunder  for 
the  due  and  punctual  payment  of  the  same  and  the  interest  thereon  as  the 
same  shall  become  due  without  preference  or  priority  of  one  bond  over 
another,  according  to  the  tenor  and  effect  of  said  bonds  and  tlie  interest 
coupons  thereto  attached  and  hereby  secured,  provided  however,  and  these 
presents  are  upon  the  express  condition  that  if  the  said  Eailways  Company, 
its  successors  or  assigns  shall  well  and  truly  pay  or  cause  to  be  paid  unto 
the  holders  of  said  bonds  to  be  issued  as  herein  provided  the  principal  and 
interest  to  grow  due  thereon  at  the  time  and  in  the  manner  stipulated  in 
said  bonds  and  interest  coupons  according  to  the  true  intent  and  meaning 
thereof  or  if  the  said  Eailways  Company  shall  upon  request  of  the  holder  of 
any  of  said  bonds  and  coupons  and  the  surrender  thereof  for  cancellation 
duly  pay  him  the  interest  thereon  to  that  date  and  issue  its  capital  stock 
in  payment  of  the  principal  thereof,  and  if  said  Eailways  Company  shall 
well  and  truly  keep,  perform  and  observe  all  and  singular  the  covenants, 
promises  and  conditions  in  said  bonds  and  in  this  indenture  expressed  to 
be  kept,  performed  and  observed,  by  or  on  the  part  of  said  Eailways 
Company  then  these  presents  and  all  interest  hereby  granted,  shall  cease, 
determine  and  become  void  and  the  bonds  and  shares  deposited  here- 
under and  hereby  pledged  shall  be  returned  to  said  Eailways  Company, 
otherwise  to  be  and  remain  in  full  force  and  effect. 

It  is  hereby  declared  and  agreed  by  and  between  the  parties  hereto 
that  the  trusts,  uses,  purposes,  conditions  and  covenants  for  and  upon 
which  the  bonds  and  shares  hereinbefore  described  are  conveyed  and 
transferred  to  and  are  to  be  held  and  disposed  of  by  the  Trustee  are  as 
follows,  this  is  to   say: 

I.  Until  the  said  bonds  or  obligations  of  the  said  Eailways  Company 
for  One  thousand  dollars  each,  intended  to  be  secured  by  this  indenture 
or  deed  of  trust  shall  be  engraved,  executed  and  delivered,  the  said  bonds 
or  obligations  or  any  of  them  may  be  represented  by  one  or  more  written 
or  printed  obligations  of  said  Eailways  Company,  bearing  even  date  here- 
with and  for  the  same  aggregate  amount  and  in  like  form  with  the  bonds 
above  recited  except  that  the  same  need  not  have  coupons  attached  thereto 
and  shall  be  certified  by  the  Trustee  hereunder  and  such  written  or  printed 
bonds  or  obligations  so  issued  shall  convey  and  possess  the  same  rights, 
remedies,  lien  and  security  as  the  said  bonds  for  One  thousand  dollars 
($1,000)  each  hereinabove  described  and  shall  until  surrendered  and 
exchanged  for  a  like  amount  of  engraved  bonds  represent  said  indebted- 
ness. Upon  receipt  of  such  engraved  bonds  duly  executed  and  the 
surrender  for  cancellation  of  such  written  or  printed  bonds  or  obli- 
gations the  Trustee  shall  cancel  the  said  written  or  printed  bonds  and 
deliver  them  to  the  said  Eailways  Company  and  shall  thereupon  certify 
and  deliver  to  the  holders  thereof  a  lil<e  amount  of  engraved  bonds  in 
place  thereof. 

II.  The  collateral  trust  bonds  secured  by  this  indenture  shall  be  three 
thousand  (3,000)  in  number  of  like  tenor  and  effect  but  differing  in 
amount,  one  thousand  (1,000)  of  said  bonds  shall  be  for  the  sum  of  Five 
hundred  ($500)  dollars  each  and  two  thousand  (2,000)  of  said  bonds 
shall  be  for  the  sum  of  One  thousand  dollars  ($1,000)  each,  amounting 
in  the  aggregate  to  the  sum  of  Two  million,  five  hundred  thousand  dollars 

($2,-500,000)     which    said    bonds    shall    be    numbered    consecutively    and 


BOND  ISSUES.  1363 

shall  all  be  dated  Dec.  2d,  1901,  and  mature ,  19.  . .  .,  aud  shall 

bear  interest  at  the  rate  of  five  per  centum  (0%)  per  annum  from  the 
first  day  of  December,  19U1,  payable  semi-annually  on  the  first  days  of 
June  and  December  in  each  year  and  which  said  bonds  and  coupons  and 
Trustee's  certificate  to  be  attached  thereto,  shall  be  substantially  in  the 
following  form,  to-wit: 

$1,000.  No 

United  States  of  America. 

The   Kailwiiys  Company 

Five    Per   Cent.    Collateral    Trust    Convertible   Gold    Bond. 
Total  Issue  $2,500,000.     Due  December  1st,  1911. 

The Kailways   Company   for    value   received,   hereby 

I^romises  to   pay  bearer,  or  if  registered,  to  the  registered  holder  hereof 

on  the  first  day  of  December,  1911,  at  the  office  of  The 

Trust  Company  of ,  in  the  city  of , , 

One  thousand  dollars  ($1,000)  in  gold  coin  of  the  United  States  of  America 
of  or  equal  to  the  present  standard  of  weight  and  fineness  and  until  pay- 
ment of  this  bond  at  maturity  or  its  redemption  or  conversion  as  hereinafter 
provided  to  pay  at  said  office  interest  on  said  principal  sum  in  like  gold 
coin  at  the  rate  of  five  (5%)  per  centum  per  annum  on  the  first  days  of 
June  and  December  in  each  year  upon  presentation  and  surrender  of  the 
interest  coupons  hereto  attached  as  they  shall  respectively  mature  without 
deduction  from  either  principal  or  interest  for  any  tax  or  taxes  which  The 

Kailways  Company  may  be  required  to  pay  or  retain 

therefrom  under  any  jiresent  or  future  laws  of  the  United  States  of  America 
or  of  any  state,  county  or  municipality  therein. 

This  bond  shall  pass  by  delivery  unless  registered  upon  the  books 
of  said  The  Eailways  Company,  but  after  registra- 
tion of  ownership  certified  hereon  by  said  Eailways  Company  no  trans- 
fer except  upon  its  books  shall  be  valid  unless  the  last  preceding  transfer 
shall  have  been  to  bearer  whereui)on  it  shall  again  be  transferable  by 
delivery  and  this  bond  shall  continue  susceptible  of  successive  registra- 
tion and  transfers  to  bearer  at  the  option  of  the  holder,  but  registration 
shall  not  affect  the  negotiability  of  the  coupons  attached  hereto  by 
delivery  merely. 

This  bond  is  one  of  a  series  of  three  thousand  (3,000)  bonds  of  like  tenor 
but  differing  in  amount,  bne  thousand  (1,000)  bonds  whereof  are  for  the 
sum  of  Five  hundred  dollars  ($500)  each  and  two  thousand  (2,000)  bonds 
whereof  are  for  the  sum  of  One  thousand  dollars  ($1,000)  each,  amount- 
ing in  the  aggregate  to  Two  million  five  hundred'  thousand  dollars 
($2,500,000)  and  the  owner  or  holder  hereof  is  entitled  to  the  security  to 
be  derived  from  a  mortgage  or  deed  of  trust  for  a  like  amount,  bearing 
even   date  herewith,   duly   authorized,  executed,  and   delivered  by  the  said 

The   Eailways  Company  to  the  said  The   

Trust   Company   of    ,   Trustee,  and   duly  recorded,  to   which 

reference  is  made  for  a  particular  description  of  the  nature  and  extent 
of  the  security,  the  rights  of  the  holders  of  bonds  under  the  same  and  the 
terms  and  conditions  upon  which  said  bonds  are  issued  aud  secured. 

The  holder  of  this  bond  and  all  other  bonds  issued  thereunder  is 
entitled  at  any  time  ]>rior  to  the  first  day  of  November,  1901.  but  not 
thereafter,   upon  surrender  of  the  sauic  to  said  The    


1364    CORPORATION  FORMS  AND  PRECEDENTS. 

Kailways  Company  for  cancellation  to  receive  for  the  principal  hereof 
shares  of  the  common  capital  stock  of  said  Company  at  par  to  an  amount 
equal  hereto  and  to  the  payment  in  cash  of  the  interest  hereon  to  the  date 
of  said  surrender. 

The   Eailways  Company  reserves  the  right  to 

redeem  this  bond  at  any  interest  period  after  said  tirst  day  of  November, 
1904,  upon  the  payment  of  the  principal  hereof  together  with  the  interest 
then  due  hereon  and  a  sum  equal  to  five  (5)  per  centum  upon  the  principal 
sum  of  the  bond  in  addition  thereto. 

This  bond  shall  not  become  obligatory  for  any  purpose  until  the  certifi- 
cate endorsed  hereon  is  signed  by  said  Trustee. 

In  witness  whereof  the  said  The   Kailways  Company 

has  caused  these  presents  to  be  signed  by  its  president  and  sealed  with 
its  common  or  corporate  seal  duly  attested  the  second  day  of  December, 
A.  D.  1901. 

The   Eailways  Company, 

By  

Attest:  President. 


Secretary. 

(Form   of   Coupon.) 

$2.5.  ^'o 

The    Eailways  Company  will  pay  the  Bearer  hereof 

on  the  tirst  day  of  June,  1902,  at  the  ofiiee  of  The 

Trust  Company  in  the  City  of  ,  the  sum  of  Twenty- 
five  dollars  ($25)  in  gold  coin  of  the  United  States  of  America,  being  six 
(6)  months'  interest  on  its  collateral  trust  convertible  gold  bond  No 


Treasurer. 
(Form  of  Trustee's  Certificate.) 

The    Trust   Company  of •, 

in  the  city  of    ,  in  the  state   of    , 

hereby  certifies  that  this  bond  is  one  of  a  series  of  two  thousand  (2,000) 
like  bonds  for  One  thousand  dollars  ($1,000)  each  and  one  thousand  (1,000) 
like  bonds  for  Five  hundred  dollars  ($500)  each,  amounting  in  the  aggre- 
gate to  Two  million  five  hundred  thousand  dollars  ($2,500,000)  entitled  to 
the  security  of  the  mortgage  therein  mentioned'  dated  the  second  day  of 
December,  1901. 

The Trust  Co.,  of 

Trustee, 

By    

Vice-President. 

III.  In  case  any  bonds  issued  hereunder  with  the  coupons  thereto 
pertaining  shall  become  mutilated  or  be  destroyed,  the  said  Eailways  Com- 
pany in  its  discretion  may  issue  and  thereupon  the  said  Trustee  shall  cer- 
tify and  deliver  a  new  bond  of  like  tenor  and  date  bearing  the  same 
distinguishing  number  in  exchange  and  substitution  for  the  bonds  and  its 
coupons  so  destroyed  upon  receipt  by  said  Eailways  Company  of  proper 
and  sufficient  evidence  of  the  destruction  of  said  bond  and  its  coupons  and 
also  of  satisfactory  indemnity  against  the  same. 

IV.  Said   Eailways  Company   will   upon    the  request   of  any  holder   of 


BOND  ISSUES.  1365 

any  of  the  bonds  hereby  securoii  retrisler  the  same  iu  a  book  to  be  by  it 
kept  for  that  purpose  and  note  the  regist-"  thereof  upon  said  bonds  after 
which  tlie  said  bonds  will  be  transferable  oul;  b-  astlgnnient  duly  registered 
upon  the  books  of  said  Kaihvays  Company,  but  sucu  registration  shall  not 
affect  the  negotiability  of  the  coupons  to  said  registration  bonds  attached, 
which  shall  continue  to  be  transferable  by  delivery  only.  Said  bonds  so 
registered  as  aforesaid  may  be  made  again  transferable  by  delivery  at  the 
option  of  the  registered  owner  by  assigning  the  same  to  bearer  and  having 
such  transfer  duly  noted  on  the  books  of  said  Kaihvays  Company  and  on 
said  1  onds.  The  holder  or  registered  owner  as  the  case  may  be  of  any  bond 
secured  hereby  may  also  at  his  option  detach  and  surrender  to  said  Kail- 
ways  Company  for  cancellation  all  coupons  attached  to  any  of  the  bonds 
hereby  secured  and  have  said  bonds  registered  in  the  name  of  the  owner 
thereof  and  thereujjon  said  Railways  Company  will  duly  cancel  said  cou- 
pons so  surrendered  and  thereafter  said  bonds  and  the  interest  thereon 
shall  be  payable  only  to  the  registered  owner  of  record  on  the  books  of 
said   Railways   Company, 

V.  The  owner  or  holder  of  any  of  said  above  mentioned  bonds  shall 
have  the  right  at  his,  its  or  their  option  at  any  time  jirior  to  the  first  day 
of  November,  1904,  but  not  thereafter  to  surrender  said  bond  with  all 
matured  coupons  thereto  attached  to  the  Railways  Company  for  cancellation 
and  thereupon  to  receive  from  said  Railways  Company  and  said  Railways 
Company  agrees  to  issue  to  such  owner  or  holder  so  surrendering  his,  its 
or  their  bonds  as  aforesaid,  the  shares  of  the  common  capital  stock  of  the 
said   Railways  Company  of  a  par  value  equal  to  the  amount   of  the  prin- 

•cipal  of  said  bond  so  surrendered  for  cancellation  as  aforesaid  and  to  pay 
the  interest  thereon  to  the  date  of  such  surrender  and  said  Railways 
Company  hereby  covenants  and  agrees  to  take  from  time  to  time  all  such 
corporate  action,  if  any  may  be  needed,  as  may  be  necessary  to  enable  it 
to  issue  the  number  of  shares  of  its  common  capital  stock  required  to  fully 
comply   with  this  covenant. 

VI.  Said  Railways  Company  shall  have  the  right  at  its  option  to  re- 
deem the  bonds  issued  hereunder  or  any  thereof  on  the  first  day  of 
December,  1904,  or  at  any  interest  day  thereafter  upon  giving  pre- 
vious notice  of  its  intention  so  to  do  by  mail  to  the  owners  of  registeicd 
bonds  and  by  publication  at  least  twice  a  week  for  three    (3)   successive 

weeks  in  at  least  three  (3)  newspapers  published  jn  the  city  of 

such  notice  and  the  first  of  such  publications  to  be  at  least  three  (3) 
weeks  prior  to  the  date  at  which  said  bonds  are  to  be  redeemed,  and  upon 
the  payment  to  the  owner  or  holder  of  such  bonds  of  the  principal  thereof 
w;th  the  interest  then  due  thereon  and  together  also  with  a  sum  equal  to 
three  (3)  per  centum  upon  the  principal  of  the  bonds  so  redeemed.  The 
interest  upon  the  said  bonds  of  the  redemption  of  which  notice  shall  have 
been  given  and  published  as  aforesaid  shall  cease  at  the  time  for  which 
the  same  shall  have  been  so  called  for  redemption  unless  the  said  Railways 
Company  shall  make  default  in  the  payment  of  said  bonds  at  the  rate 
above  si)ecificd  upon  the  presentation  thereof  for  the  purpose.  If  a  por- 
tion only  of  the  bonds  issued  hereunder  is  at  any  time  to  be  so  redeemed 
the  distinguishing  numbers  of  the  bonds  to  be  redeemed  shall  be  deter- 
mined by  lot  in  such  manner  as  may  be  prescribed  by  the  president  of  the 
Trustee. 


1366     CORPORATION  FORMS  AND  PRECEDENTS. 

YII.  Said  Eailways  Company  shall  have  the  right  at  its  option  to  re- 
deem all  or  any  part  of  the  securities  hereby  pledged  and  so  to  be  redeemed 
on  payment  of  the  sum   of   One  hundred  and  twenty   dollars    ($1:20)    per 

share  for  each  and  every  share  of  the  capital  stock  of  the  

Railway  Company  of  ,  ,  pledged  herewith  pro- 
vided, however,  that  said  Railways  Company  cannot  redeem  more  than 
three  thousand  (3,000)  shares  thereof  unless  it  shall  redeem  at  the  price 
above  stated  the  whole  thereof.  Bonds  certified  and  issued  hereunder  shall 
upon  cancellation  and  delivery  to  said  trustee  be  computed  and  counted  as 
the  payment  in  cash  of  the  amount  of  the  principal  thereof  and  said  Rail- 
ways Company  shall  be  entitled  to  receive  and  said  trustee  will  deliver  to 
it  such  part  of  the  bonds  and  shares  deposited  hereunder  and  hereby 
pledged  as  it  would  have  been  entitled  had  it  paid  in  cash  to  the  Trustee 
the  amount  of  the  principal  of  the  said  bonds  so  cancelled  and  delivered  to 
said  Trustee.  All  moneys  received  by  the  Trustee  for  redemption  of  securi- 
ties deposited  hereunder- shall  at  the  option  of  said  Railways  Company  be 
applied  by  said  Trustee  to  the  redemption  of  the  bonds  issued  hereunder 
at  the  rate  of  one  hundred  and  five  (105)  per  centum  and  interest  as 
hereinbefore  provided,  if  the  same  are  by  the  terms  hereof  then  redeem- 
able, or  said  sum  at  the  option  of  said  Railways  Company  shall  be  held  and 
invested  and  kept  invested  by  said  Trustee  in  good  securities  for  the  use, 
benefit  and  behoof,  of  the  holders  of  the  bonds  issued  hereunder  without 
distinction  or  priority  between  them. 

VII  I.     The   shares   of   stock   deposited   hereunder   shall  be   evidenced  by 
certificates  duly  issued  to  and  in  the  name  of  the  Railways  Company  or  its 
nominees   and   signed   by   it   or   them    in   blank   with    irrevocable   power   to  , 
transfer    the    same    and    said    certificates    shall    have    written    or    stamped 
thereon,   the   following:      "This   certificate   is  deposited   with  and   held  by 

The    Trust   Company,  Trustee,  pursuant  and  subject  to  the 

terms   of   the   collateral   trust   deed   ma<le   to   the   said   Trust   Company  by 

The    Railways  Company  dated  the  second  day  of 

December,  A.  D.  1901." 

IX.  The  Railways  Company  covenants  and  agrees  that  it  shall  and  will 
pay  and  discharge  or  cause  to  be  paid  and  discharged  the  interest  upon  the 
mortgage    for    Five    hundred    thousand    dollars     ($.500,000)     now    existing 

upon  the  property  of  the  said  The   Railway  Company 

Qf      ,   and   all   taxes   and   governmental   charges 

which  may  be  or  become  -a  lien  upon  the  said  property  as  and  when  the 
same  shall  accrue  and  become  payable  and   also  that  it  will  not  cause  or 

permit    said    The    Railway    Company    of    , 

to  create  any  debt  other  than  that  incurred  in  its  ordinary 
operation  which  shall  at  no  time  be  more  than  three  (3)  months  in  ar- 
rears, or  any  mortgage  or  lien  of  any  kind  upon  its  property  which  shall 
in  any  wise  invalidate  or  lessen  the  value  of  the  shares  of  the  stock  hereby 
pledged  and  any  breach  of  the  covenants  herein  contained  shall  be  cause 
for  the  foreclosure  of  these  presents  as  hereinbefore  specified. 

-X.  XJntil  default  shall  be  made  in  the  payment  of  the  principal  or  in- 
terest of  the  bonds  secured  hereby  the  Railways  Company  and  its  suc- 
cessors and  assigns  shall  retain  the  right  to  vote  on  all  shares  of  stock 
pledged  hereunder  and  be  entitled  upon  its  written  order  or  receipt  there- 
for to  receive   from   the   Trustee  the  coupons,  pertaining  to  all  bonds  de- 


BOND  ISSUES.  1367 

posited  and  pledged  hereunder  wlien  and  as  such  coupons  shall  respectively 
mature  and  also  to  receive  for  its  own  use  all  dividends  which  shall  be  paid 
upon  the  shares  of  stock  pledged  herewith,  Init  all  shares  of  stock  received 
by  it  as  dividends  thereon  shall  be  immediately  assigned  and  transferred 
to  the  Trustee  to  bo  held  in  trust  hereunder.  Said  liailways  Company 
agrees  to  cancel  or  cause  to  be  cancelled  upon  the  payment  thereof  all 
coupons  so  received  by  it, 

XI.  The  Eailways  Company  hereby  covenants  and  agrees  to  punctually 
pay  to  the  holders  of  the  bonds  hereinabove  mentioned  and  intended  to 
be  hereby  secured  the  interest  thereon  and  the  principal  thereof  when  and 
as  the  same  shall  become  due  and  payable  according  to  the  terms  and  con- 
ditions in  said  bonds  and  coupons  set  forth  and  contained. 

XII.  Said  Railways  Com{)any  doth  agree  that  if  it  shall  at  any  time 
hereafter,  after  demand  made,  make  default  or  refuse,  neglect  or  omit  for 
any  period  exceeding  sixty  (60)  days  to  pay  the  half  yearly  interest  on 
the  bonds  to  be  hereby  secured  or  shall  after  demand  made,  make  default 
07  refuse,  neglect  or  omit  to  pay  the  principal  sum  of  each  and  all  of  said 
bonds  hereby  secured  when,  where  and  as  the  same  shall  become  due  and 
payable  or  shall  after  demand  made,  refuse,  neglect,  or  omit  to  pay  in  cash 
the  interest  on,  and  to  issue  its  common  capital  stock  in  payment  for  the 
principal  of  any  and  all  of  said  bonds  which  may  be  surrendered  to  it  for 
cancellation  as  hereinbefore  provided  or  shall  after  demand  made  fail  to 
fully  keep  and  perform  each  and  all  of  the  covenants  and  agreements 
herein  contained  to  be  by  it  kept  and  performed  then  and  in  either  of  s-.x-h 
cases  the  said  Trustee  upon  the  written  request  of  the  holders  of  not  less 
than  twenty-five  (25 J  per  cent,  of  the  bonds  hereby  secured  and  then  out- 
standing, but  not  otherwise,  shall  immediately,  any  law  or  usage  to  the 
contrary  notwithstanding,  declare  the  whole  of  the  principal  of  the  bonds 
issued  hereunder  and  then  outstanding  to  be  due  and  immediately  payable, 
together  with  the  interest  which  may  have  accrued  thereon  and  shall  trans- 
fer into  its  own  name  any  shares  of  stock  held  by  it  as  security  hereunder 
and  shall  after  due  advertisement  in  at  least  three  (S)  daily  papers  pub- 
lished in  the  City  of  ,  for  a  period  of  two  (2)  weeks  expose 

for  sale  at  public  auction  the  bonds  and  shares  hereby  pledged  and  after 
deducting  therefrom  the  expenses  of  said  sale  and  its  reasonable  costs  and 
charges  in  this  behalf  the  said  Trustee  shall  apply  the  proceeds  of  said 
sale  to  the  payment  of  the  principal  and  interest  of  the  bonds  hereby  se- 
cured in  full  or  if  not  sufficient  therefor  then  pro  rata  and.  without  dis- 
tinction or  priority  of  interest  over  principal,  or  of  principal  over  interest 
or  of  one  bond  over  another.  Said  Trustee  shall  have  power  in  its  discre- 
tion to  adjourn  the  sale  of  the  securities  hereby  pledged  or  any  part 
thereof,  from  time  to  time  and  with  or  without  further  advertisement  pro- 
ceed with  the  sale  of  said  securities  or  the  remainder  thereof  at  the  time 
fixed  by  said  adjournment.  Said  Trustee  may  sell  said  securities  or  any 
part  thereof  for  cash  or  on  credit  as  it  may  deem  best  and  if  on  credit  on 
such  terms  and  security  and  rate  of  interest  for  the  purchase  money  or 
part  thereof  as  it  may  deem  expedient.  At  any  such  sale  such  Trustee  may, 
and  at  the  written  request  of  the  holders  of  twenty-five  (25)  per  cent,  of 
the  bonds  hereby  secured  and  then  outstanding  shall,  receive  said  bonds 
and  coupons  in  payment  for  any  bid  upon  any  part  of  the  projierty  sold 
at  the  rate  of,  and  estimating  the  value  of  such  bonds  and  coupons  for  that 


1368     CORPORATION  FORMS  AND  PRECEDENTS. 

purpose  at  the  sum  payable  out  of  the  net  proceeds  of  such  sale  to  the  holder 
or  holders  of  such  bonds  and  coupons  as,  his  or  their  ratable  share  of  such  net 
proceeds  after  allowing  for  the  proportion  of  the  total  payment  required  to  be 
made  in  cash  for  the  costs  and  expenses  of  the  sale  or  otherwise.  If  such  share 
of  the  net  proceeds  shall  be  less  than  the  amount  then  due  upon  such  bonds 
and  coupons  such  purchaser  or  purchasers  may  make  settlement  with  said 
Trustee  by  receipting  on  the  bonds  and  coupons  for  the  amount  to  be 
credited  thereupon.  At  any  such  sale  said  Trustee  may  require  the  pay- 
ment in  cash  of  such  sum  as  may  be  necessary  to  pay  its  charges  in  the 
premises  together  with  the  costs  and  expenses  of  the  said  sale.  No  pur- 
chaser of  the  said  securities  hereby  pledged  or  any  part  thereof  at  any 
sale  made  by  the  said  Trustee  under  this  mortgage  shall  be  obliged  to 
inquire  whether  the  default  upon  which  the  said  Trustee  has  sold  has  in 
fact  occurred  or  whether  the  sale  is  for  any  reason  improper,  deficient  or 
irregular  nor  shall  any  purchaser  be  affected  by  notice,  express  or  implied, 
as  to  any  matter  affecting  the  validity  or  regularity  of  said  sale,  nor  shall 
he  nor  they  be  in  any  way  bound  to  see  to  the  application  of  the  purchase 
money  or  to  do  aught  else  than  to  comply  with  the  terms  of  sale  and  re- 
ceive and  accept  from  said  Trustee  proper  assignment,  transfer  and  de- 
livery of  the  property  purchased  by  him  or  them  respectively. 

XIII.  In  any  event  the  Eailways  Company  shall  be  entitled  to  receive 
the  surplus  of  the  purchase  money  if  any  and  in  case  of  deficiency  the 
said  Eailways  Company  hereby  agrees  to  immediately  upon  said  sale  and 
without  demand  pay  the  same  to  said  Trustee  for  the  use  and  benefit  of 
the  holders  of  the  bonds  and  coupons  hereby  secured  and  agrees  that  said 
Trustee  shall  have  the  right  and  power  to  take  in  its  own  name  as  plain- 
tiff such  proceedings  at  law  or  in  equity  upon  this  Indenture  or  otherwise 
as  it  may  be  advised,  to  collect  the  balance  due  upon  the  bonds  and  cou- 
pons hereby  secured  in  trust  for  the  use,  benefit  and  behoof  of  the  holders 
thereof. 

XIV.  In  the  event  of  the  resignation,  refusal  or  inability  to  act  of  the 
Trustee  hereinabove  named  or  any  successor  in  the  trust,  it  shall  be  lawful 
for  the  said  Eailways  Company  or  for  any  bondholders  to  apply  to  any 
court  of  competent  jurisdiction  for  the  appointment  of  a  successor  in  the 
trust  hereby  created  and  said  Trustee  so  appointed  successor  in  the  trust 
shall  immediately  upon  such  appointment  have  all  and  singular  the  es- 
tate, powers  and  authority  by  this  indenture  and  to  the  said  The 

Trust  Company  conveyed,  invested  and  granted  with  the  same  effect  as 
though  such  substituted  Trustee  had  been  expressly  named  herein  and  the 
words  "Trust  Company"  or  "Trustee"  as  used  in  this  Indenture  shall 
be  held  to  mean  the  Trustee  or  Trustees  for  the  time  being. 

XVI.  It  is  hereby  covenanted,  stipulated  and  agreed  by  and  between 
the  parties  hereto  and  the  trusts  conferred  by  this  instrument  are  accepted 
by  the  Trustee  hereunder  upon  the  express  conditions  that  the  said 
Trustee,  its  successor  or  successors  shall  not  be  in  any  way  or  manner 
liable  or  responsible  for  or  by  reason  of  permitting  or  suffering  the  Eail- 
ways Company  to  exercise  the  rights,  privileges  and  authority  hereinbefore 
reserved  to  it  in  regard  to  the  stocks  and  bonds  pledged  hereunder  and  it 
is  hereby  further  provided  that  said  Trustee  shall  not  incur  any  respon- 
sibility or  liability  whatsoever,  except  for  wilful  or  intentional  neglect  by 
said  Trustee  of  the  trusts  herein  expressed  and  contained  and  that  said 


BOND  ISSUES.  1369 

Trustee  shall  not  at  any  time  be  bound  or  required  to  undertake  any  pro- 
ceedings at  law  or  in  equity  or  otherwise  for  the  protection  of  the  bond- 
holders involving  expenses  or  liability  for  the  payment  of  money  unless 
and  until  it  shall  be  requested  thereto  in  writing  by  the  holders  of  not  less 
than  twenty-five  (I'o)  per  cent,  of  the  bonds  issued  hereunder  and  unless 
and  until,  if  it  shall  see  fit  to  require  it,  it  shall  be  furnished  with  ade 
quate  indemnity  against  such  liability  or  outlay. 

XVII.  Any  request  or  other  instrument  required  by  this  indenture  to 
be  executed  by  bondholders  may  be  in  any  number  of  concurrent  instru- 
ments of  similar  tenor  signed  and  executed  by  such  bondholders  in  person 
or  by  attorneys  apjHjinted  in  writing.  Proof  of  the  execution  of  any  such 
request  or  other  instrument  or  of  a  writing  appointing  any  such  attorney 
or  of  the  holding  by  any  person  of  bonds  issued  hereunder  shall  be  suf- 
ficient for  any  purposes  of  this  indenture  if  made  in  the  following  manner; 

The  fact  of  the  execution  by  any  person  of  any  such  request  or  other 
instrument  in  writing  may  be  proven  by  the  certificate  of  any  notary 
public  or  any  officer  authorized  to  take  acknowledgment  of  deeds,  who 
certifies  that  the  person  executing  such  request  or  other  instrument  in  writ- 
ing acknowledged  the  execution  thereof  to  him  or  by  affidavit  of  the 
witness  to  such  execution. 

The  Railways  Company  registry  shall  be  conclusive  evidence  of  the  own- 
ership of  all  bonds  therein  registered.  The  amount  and  issue,  numbers  of 
the  coupons  and  bonds,  held  by  any  person  executing  such  request  or  other 
instrument  in  writing  as  a  bondholder  may  be  proved  by  a  certificate  exe- 
cuted by  any  Trust  Company,  bank,  bankers,  or  other  depositary  wherever 
situated,  deemed  to  be  satisfactory  by  the  Trustee,  showing  that  at  the 
time  mentioned  therein  such  person  had  on  deposit  in  such  depository  or 
had  exhibited  to  it  the  bonds  therein  described.  Such  proof  shall  be  con- 
clusive in  favor  of  the  Trustee  in  respect  to  any  action  by  it  taken  upon 
such  request  or  other  instrument  of  writing,  but  nothing  herein  contained 
shall  be  held  to  preclude  said  Trustee  from  demanding  other  or  further 
evidence  should  it  so  desire. 

In    Witness    Whereof    The    Railways    Company,    party    of 

the  first  part,  has  caused  these  presents  to  be  signed  by  its  president  and 
caused  its  corporate  seal  to  be  hereto  affixed  duly  attested  by  its  Secretary, 

and  the  said   The    Trust  Company  of    ,   in 

testimony  of  its  acceptance  of  the  trust  hereby  conferred  has  also  caused 
its  President 's  signature  and  its  corporate  seal  to  be  hereto  affixed  and 
duly  attested  by  its  Secretary,  this  the.  day  and  year  first  above  written. 

The  Railways  Company, 

By ' "... 

[Seal]  President. 

Attest:    

Secretary. 

The Trust  Co.  of , 

By  

[Seal]  President. 

Attest :     

Secretary, 
(Add   acknowledgments.) 

See  for  consideration  of  collateral  trust  agreement  and  right  of  pledgor 
to   exact   from   the   trustee   a   proxy  to  vote   the   stock    for   the   merger   of 


1370    CORPORATION  FORMS  AND  PRECEDENTS. 

the  pledgor  with  another  company,  Penna.   K.  E.   Co.  v.  Penna.  Co.,  etc., 
205  Pa.  219,  54  Atl.  78.3. 

See  Forms  1G67,  supra,  1688,  1698,  post. 

Form  1688. 

TRUST  AGREEMENT  SECURING  GUARANTEED  TRUST 
CERTIFICATES. 

This  agreement  made  this  second  day  of  April,  A.  D.  1906,  between  the 
Pennsylvania  Company,  of  the  first  part.  The  Pennsylvania  Eailroad  Com- 
pany, of  the  second  part,  and  the  Girard  Trust  Company,  of  Philadelphia, 
hereinafter  designated  the  Trustee,  of  the  third  part^  each  being  a  corpo- 
ration of  the  Commonwealth  of  Pennsylvania. 

Whereas,  the  said  Pennsylvania  Company  is  authorized  by  law  to  pur- 
chase bonds  and  securities  of  other  companies,  and  to  pledge,  sell,  and  dis- 
pose of  the  same  on  such  terms  as  may  be  agreed  upon  between  them  and 
the  parties  contracting  with  them,  and  also  to  endorse  and  guarantee  the 
payment  of  the  bonds,  and  the  performance  of  the  obligations  of  other  cor- 
porations, and  to  assume,  and  become  responsible  for,  execute,  and  carry 
out  any  contracts  made  by  any  company,  to  or  with  any  other  company, 
companies,  individuals,  or  firms  whatsoever; 

And  Whereas,  the  said  Pennsylvania  Company  is  also  authorized  by  law 
to  contract  with  any  corporations  that  may  have  authority  to  construct, 
maintain,  or  manage  any  work  or  works,  public  or  private,  which  may  tend 
or  be  designed  to  improve,  increase,  facilitate,  or  develop  trade,  travel,  or 
the  transportation  and  conveyance  of  freight,  live  stock,  passengers,  and  any 
other  traffic  by  land  or  by  water,  from  or  to  any  part  of  the  United  States 
of  America  or  the  Territories  thereof,  and  also  to  maintain  and  conduct  in 
its  own  name,  and  for  its  own  benefit  or  otherwise,  any  such  works,  public 
or  private,  and  to  aid,  co-operate,  or  unite  with  any  other  company,  person, 
or  firm  in  so  doing;  and,  by  virtue  o£  such  authority,  is  in  fact  operating  a 
large  system  of  railroads  in  the  States  of  Pennsylvania,  Ohio,  Indiana,  and 
Illinois,  and  is  thereby  actively  engaged  in  the  business  of  transportation; 

And  Whereas,  under  and  in  pursuance  of  authority  conferred  by  law, 
the  paid  Pennsylvania  Company  has  become  the  owner  of  certain  securities 
hereinafter  particularly  specified  of  a  par  value  of  Twenty-eight  Million 
Dollars; 

And  WTiereas,  the  said  Pennsylvania  Company  desires  to  procure  the 
issue  of  certificates  by  the  said  Trustee,  in  the  form  hereinafter  prescribed, 
not  exceeding,  in  the  aggregate,  Twenty  Million  Dollars,  in  order  to  enable 
it  to  borrow  moneys  from  parties  who  become  purchasers  thereof,  and  to 
secure  payment  of  said  moneys  by  its  covenant,  a]»d  a  pledge  of  said 
securities,  and  by  the  guaranty  of  The  Pennsylvania  Eailroad  Company, 
in  accordance  with  the  terms,  reservations,  and  conditions  as  hereinafter 
stipulated,  prescribed,  and  set  forth; 

And  Whereas,  said  The  Pennsylvania  Eailroad  Company  is  the  owner 
of  the  capital  stock  of  the  Pennsylvania  Company,  and  was  the  original 
lessee  of  several  of  the  railways  now  operated  by  the  Pennsylvania  Com- 
pany, and  the  owner  of  large  interests  in  other  railways,  also  operated  by  the 
said  Company,  which  leases  and  interests  it  has  since  transferred  to  the 


BOND  ISSUES.  1371 

Kaia  Pennsylvania  Company;  and  has  agreed  to  guarantee  full  performance 
by  the  said  Pennsylvania  Company  of  its  said  covenant  and  undertaking: 
Now,  Therefore,  This  Agreement  Witnesseth,  that,  in  consideration  of 
the  covenants  mutually  to  be  done,  kept,  and  performed  by  each  party 
towards  the  otluMs  ia  reference  to  the  subject-matter  hereof,  it  is  mutually 
agreed  as  follows: 

First. — The  entire  issue  of  said  certificates,  which  shall  be  known  as  the 
Pennsylvania  Company  Pour  per  cent.  l~)-2r)  Year  Cobl  Loan  of  1906,  shall 
not  exceed  Twenty  Million  Dollars,  and  shall  be  represented  by  twenty 
thousand  certificates  of  One  Thousand  Dollars  each,  in  the  form  hereinafter 
prescribed,  bearing  interest  at  the  rate  of  four  per  centum  per  annum, 
I)rincipal  and  interest  payable  in  gold  coin  of  the  United  States  of  America 
of  or  equal  to  the  present  standard  of  weight  and  fineness,  the  same  to  be 
secured  by  a  deposit  with  the  said  Trustee  of  the  following  securities: 

Par  value  Total 

Per  share         Par  Value 
1UU,UUU  shares   Jialtimorc  and  Ohio   Kailroad   Company 

Common  Stock   $100         $10,000,000 

140,000  shares  Pittsburg,  Cincinnati,  Chicago  &  St.  Louis 

Railway  Company  Common  Stock 100  14,000,000 

•10,000    shares    Vandalia    Eailroad    Company    Stock 100  4,000,000 

being  of  an  aggregate  par  value  of  Twenty-eight  Million  Dollars  owned 
by  the  said  Pennsylvania  Company,  with  power  to  transfer  same,  but  ko 
be  exercised  only  in  accordance  with  the  Eighth  and  Tenth  Articles  hereof. 
The  said  certificates  shall  bear  date  April  2nd,  1906,  and  shall  mature 
April  Ist,  1931,  with  the  right  reserved  to  the  Pennsylvania  Company  to 
redeem  the  entire  issue  through  the  Trustee  upon  due  notice  to  the  holders 
and  registered  owners  on  April  1st,  1921,  or  on  any  other  interest  day 
thereafter,  as  provided  in  the  Fifth  Article  hereof. 

Second. — The  said  Trustee  agrees  to  receive  the  said  securities  as  afore- 
said, amounting  in  the  aggregate  at  par  to  Twenty-eight  Million  Dollars, 
as  security  for  the  certificates  to  be  issued  under  this  Agreement,  and  also 
agrees  to  issue  and  deliver  to  the  said  Pennsylvania  Company  when  and 
as  requested  by  it  and  upon  the  deposit  of  the  stock  as  aforesaid,  for  nego- 
tiation by  it,  twenty  thousand  certificates  of  One  Thousand  Dollars  each,  in 
the  following  form: 

United  States  of  America. 
Commonwealth   of   Pennsjidvania. 

$1000.  No 

Pennsylvania  Company 
Four  Per  Cent.  15-25  Year  Gold  Loan  of  1906. 

Total  issue  $20,000,000. 
Issued  by  the  Girard  Trust  Company,  Trustee. 
Secured  by  covenant  of  the  Pennsylvania  Company  and  pledge  of  Divi- 
dend Paying  Securities  aggregating  at  par  $28,000,000,  and  by  the  guaranty 
of  The  Pennsylvania  Railroad  Company. 

The  Girard  Trust  Company,  of  Philadelphia,  Trustee,  under  and  ui>on 
the  terms  of  a  certain  Agreement  dated  April  2nd,  1906,  between  itself,  the 
Pennsylvania  Company,  and  The  Pennsylvania  Kailroad  Company,  by  which 
it  is  the  holder  in  trust  of  Dividend  Paying  Securities  to  the  amount,  at 
par,  of  Twenty-eight  Million  Dollars,  owned  by  the  said  Pennsylvania  Com- 


1372    CORPORATION  FORMS  AND  PRECEDENTS. 

panv,  hereby  certifies  that  the  bearer,  or  if  registered,  the  registered  owner 
hereof,  for  value  received,  is  entitled  to  the  sum  of  Ouq  Thousand  Dollars, 
in  gold  coin  of  the  United  States  of  America,  of  or  equal  to  the  present 
standard  of  weight  and  fineness,  payable  at  the  Office  of  the  said  Trustee 
in  the  City  of  Philadelphia,  Pennsylvania,  or  at  its  Agency  at  the  Office 
of  The  Pennsylvania  Eailroad  Company  in  the  City  of  New  York,  New 
York,  on  the  first  day  of  April,  A.  D.  1931,  or  on  such  previous  date  as 
this  certificate  may  be  called  for  redemption  under  its  terms,  with  interest 
thereon  in  the  meanwhile  at  the  rate  of  four  per  centum  per  annum,  pay- 
able in  like  gold  coin,  semi-annually  on  the  first  day  of  the  months  of 
April  and  October  in  each  year,  on  presentation  and  surrender  of  the  re- 
spective coupons  hereto  annexed,  as  the  same  become  due,  at  either  the 
Office  or  the  Agency  aforesaid. 

This  certificate  is  subject  to  redemption  at  par  and  accrued  interest  on 
April  1st,  1921,  or  on  any  other  interest  day  thereafter  upon  ninety  days' 
notice,  as  provided  in  said  Agreement;  and,  on  aiid  after  any  date  that  may 
be  so  designated  for  such  redemption  all  interest  on  this  certificate  shall 
cease. 

This  certificate  is  one  of  twenty  thousand,  numbered  from  1  to  20,000, 
both  inclusive,  all  of  like  date,  amount,  tenor,  and  effect,  without  priority, 
preference,  or  distinction  whatsoever,  of  one  over  another;  and  the  principal 
and  interest  therein  named  are  payable  without  deduction  for  any  tax  or 
taxes  which  either  the  said  Pennsylvania  Company  or  the  said  Trustee,  or 
their  successors  or  assigns,  may  be  required  to  pay,  or  to  retain  therefrom, 
under  any  present  or  future  law  of  the  United  States  of  America,  or  of 
the  Commonwealth  of  Pennsylvania. 

The  interest  upon,  and  the  principal  of  this  certificate,  the  taxes  above 
mentioned,  and  the  compensation  and  expenses  of  the  Trustee,  are  primarily 
payable  by  the  said  Pennsylvania  Company,  guaranteed  by  the  Pennsyl- 
vania Eailroad  Company,  and  are  further  secured  by  a  pledge  of  Dividend 
Paying  Securities  deposited  with  the  said  Trustee  under  the  terms  of  said 
Agreement,  with  authority  to  the  said  Trustee  to  sell  said  stocks  in  case 
of  default  in  any  of  said  payments  by  the  said  Pennsylvania  Company, 
or  said  the  Pennsylvania  Eailroad  Company. 

This  certificate  shall  pass  by  delivery,  unless  registered  as  to  principal 
in  the  owner's  name  on  the  books  of  the  Trustee,  at  the  Office  thereof,  in 
the  said  City  of  Philadelphia,  Pennsylvania,  or  at  its  Agency  at  the  Office 
of  The  Pennsylvania  Eailroad  Company,  in  the  said  City  of  New  York, 
New  York,  such  registration  being  noted  on  the  certificate  at  said  Office 
or  Agency,  and  after  such  registration  of  ownership,  duly  certified  hereon, 
no  transfer  shall  be  valid  unless  made  on  the  said  books  by  the  registered 
owner  in  person,  or  by  his  attorney,  duly  authorized,  and  similarly  noted 
on  the  certificate;  but  the  same  may  be  discharged  from  registration  by 
being  transferred  to  bearer,  and  thereupon  transferability  by  delivery  shall 
be  restored.  The  certificate  may  again  from  time  to  time  be  registered,  or 
transferred  to  bearer,  as  before.  The  registration  of  Uiis  certificate  ihall 
not  affect  the  negotiability  of  the  coupons  by  delivery. 

In  Testimony  Whereof,  the  Girard  Trust  Company,  Trustee,  has  caused 


BOND  ISSUES.  1373 

its  coiporatc  ^cal   to   liC   IumciiiiIo  allixcd,   duly   attested,  this  seeon<l   day  of 
April,  A.    I).   liiDG. 

Girard  Trust   ('i>nij)aiiv,  Trustee, 

By " 

President. 

Attest: 

Secretary. 
(Fortn  of  coupon  to  be  used  up  to  and  iiichidiiij^  that  due  Ai)ril  1st,  1921.) 


The  Girard  Trust  Company  of  Philadelphia,  Trustee, 
under  an  agrecnieiit  with  the  Pennsylvania  Conii)any  dated 
April  2nd,  19()G,  will  pay  to  the  bearer  on  the  first  day  of. 
at  its  Office  in  the  City  of  Philadelphia,  Pa.,  or  at  its 
Agency  at  the  Oflice  of  The  Pennsylvania  Eailroad  Com- 
pany in  the  City  of  New  York,  N.  Y.,  Twenty  Dollars, 
in  gold  coin  of  the  United  States  of  America,  being  six 

months '   interest   on   Certificate   No 

Pennsylvania  Company  Four  Per  Cent.   15-25  Year  Gold 
Loan  of  1906. 


No.    of^ 
Coupon ( 


Treasurer. 


(Form  of  Coupon  to  be  used  after  April  1st,  1921.) 

$ 

The  Girard  Trust  Company  of  Philadelphia,  Trustee, 
under  an  Agreement  with  the  Pennsylvania  Company  and 
The  Pennsylvania  Railroad  Company,  dated  April  2nd, 
190(),  will,  unless  certificate  to  which  this  coupon  is  at- 
tached shall  have  been  called  for  redemption,  pay  to  the 

bearer  on  the  First  Day  of   

at  its  Office  in  the  City  of  Philadelphia,  Pa.,  or  at  its 
Agency  at  the  Office  of  The  Pennsylvania  Railroad  Com- 
pany in  the  City  of  New  York,  N.  Y.,  Twenty  Dollars, 
in  gold  coin  of  the  United  States  of  America,  being  six 

months'    interest    on   Certificate    No 

Pennsylvania  Company  Four  per  cent.  15-25  Year  Gold 
Loan  of  1906. 


JNo.    of) 
1 Coupon ( 


Treasurer. 

Third. — Each  of  the  said  certificates  shall  have  upon  it  the  following 
indorsement : 

The  Pennsylvania  Company,  for  value  received,  hereby  covenants  and 
agrees  that  it  will  pay  the  interest  and  principal  of  the  within  certificate, 
likewise  the  taxes  therein  mentioned,  and  also  the  compensation  and  ex- 
penses of  the  Trustee,  at  the  respective  dates  when  the  same  may  become 
payable;  and  The  Pennsylvania  Railroad  Company,  for  value  received, 
hereby  covenants  and  agrees  that  in  case  of  any  default  of  the  Ponnsyl- 
Tania  Company   in    carrying   out   the   covenants  and   obligations   contained 


1374     CORPORATION  FORMS  AND  PRECEDENTS. 

in  the  within  certificate,  The  Pennsylvania  Kailroad  Company  will  faith- 
fully carry  out  the  same,  and  pay  and  discharge  the  said  interest,  principal, 
taxes,  and  compensation  and  expenses  of  the  said  Trustee  on  the  dates 
they  respectively  mature  or  become  due. 

In  Witness  Whereof,  the  said  Companies  have  hereunto  affixed  their 
seals,  duly  attested,  this  second  day  of  April,  A.  .D.  1906. 

The  Pennsyh'ania  Company, 

By ."... 

[Corporate  Seal] 

Vice-President. 
Attest : 

Secretary. 
The  Pennsylvania  Railroad   Company, 

By 

[Corporate  Seal]  President. 

Attest: 

Secretary. 

And  the  same  shall  be  duly  executed  by  the  said  Companies  respectively. 

Fourth. — The  certificates  shall  pass  by  delivery,  unless  registered  as  to 
principal  in  the  owner's  name  at  the  Office  of  the  Trustee,  in  the  City  of 
Philadelphia,  Pennsylvania,  or  at  its  Agency  at  the  Office  of  The  Pennsyl- 
vania Railroad  Company,  in  the  City  of  New  York,  New  York,  such  regis- 
tration being  noted  on  the  certificates  at  said  Office  or  Agency,  and  after 
such  registration  of  ownership,  duly  certified  thereon,  no  transfer  shall  be 
valid  unless  made  on  the  said  books  by  the  registered  owner  in  person,  or  by 
his  attorney,  duly  authorized,  and  similarly  noted  on  the  certificates;  but  the 
same  may  be  discharged  from  registration  by  being  transferred  to  bearer, 
and  thereupon  transferability  by  delivery  shall  be  restored.  The  certificates 
may  again  from  time  to  time  be  registered,  or  transferred  to  bearer,  as 
before.  The  registration  of  said  certificates  shall  not  affect  the  negotiability 
of  the  coupons  by  delivery. 

Both  the  principal  and  interest  of  the  said  certificates  are  payable  with- 
out deduction  for  any  tax  or  taxes  which  either  the  said  Pennsylvania 
Company  or  the  said  Trustee,  or  their  successors  or  assigns,  may  be  required 
to  pay  or  to  retain  therefrom,  under  any  present  or  future  law  of  the 
United  States  of  America  or  of  the  Commonwealth  of  Pennsylvania. 

Fifth. — The  entire  issue  of  certificates  is  subject  to  redemption,  at  the 
option  of  the  Pennsylvania  Company,  on  April  1st,  1921,  or  on  any  interest 
date  thereafter,  at  par  and  accrued  interest;  and  if  the  Pennsylvania  Com- 
pany desires  to  exercise  such  option  it  shall  communicate  its  desire  to  the 
Trustee,  who  shall  thereupon  publish  a  notice  of  such  call  for  redemption 
in  one  daily  newspaper  of  general  circulation  in  the  City  of  Philadelphia, 
Pennsylvania,  and  two  in  the  City  of  New  York,  New  York,  once  a  week, 
for  ninety  days  prior  to  the  interest  day  on  which  such  redemption  is  to 
be  made,  stating  that  the  certificates  are  so  called  and  will  be  so  paid 
off  at  the  Office  of  the  Trustee  in  the  City  of  Philadelphia,  Pennsylvania, 
or  at  its  Agency  at  the  Office  of  The  Pennsylvania  Railroad  Company  in 
the  City  of  New  York,  New  York,  at  par  and  accrued  interest,  and  that 
interest  oc  the  certificates  will  cease  on  and  after  the  next  ensuing  interest 


BOND  ISSUES.  1375 

day.  Such  notice  having  been  so  given,  interest  on  the  certificates  shall 
cease  on  and  after  the  next  ensuing  interest  day,  and  on  presentation  and 
surrender  thereof,  in  aeeordance  with  the  said  notice,  the  said  certificates 
shall  be  paid  off  Ijy  the  Trustee,  the  said  Pennsylvania  Company  cove- 
nanting that  it  will  pay  over  to  the  Trustee  the  principal  of  the  certificates 
so  called  on  or  before  the  last  day  of  the  month  preceding  that  in  which 
the  certificates  shall  so  become  due,  the  same  as  if  the  certificates  hail  fully 
matured,  according  to  the  terms  of  this  Agreement.  The  option  of  the 
Kailroad  Company  as  to  redemption  must,  if  exercised,  apply  to  the  entire 
issue. 

Sixth. — The  Pennsylvania  Company  hereby  covenants  and  agrees  that 
it  shall  and  will  promptly  and  fully  pay  to  the  said  Trustee,  on  or  before 
the  twenty-fifth  day  of  the  months  preceding  those  in  which  interest  may 
be  due  in  each  year,  while  said  certificates  or  any  of  them,  remain  unpaid, 
such  sum  of  money  as  may  be  necessary  to  pay  the  semi-annual  instalment 
of  the  interest  which  will  be  due  at  the  said  next  interest  day,  according  to 
the  conditions  thereof,  and  shall  and  will  also  at  the  proper  times,  pay 
the  taxes  mentioned  in  the  certificates,  together  with  the  compensation 
and  expenses  of  the  Trustee;  and  shall  and  will  also,  on  or  before  the 
last  day  of  the  month  preceding  that  in  which  the  principal  falls  due  or 
may  otherwise  become  due  by  reason  of  call  for  redemption,  as  mentioned 
herein,  pay  to  the  said  Trustee  such  sum  of  money  as  may  be  Beeessary 
to  pay  and  discharge  the  principal  of  all  said  certificates  which  may  then 
be  outstanding  and  unpaid. 

Seventh. — The  said  Pennsylvania  Company  shall  have  the  right,  at  any 
time,  to  withdraw  all  or  any  portion  of  the  securities  deposited  under  the 
terms  of  this  agreement,  and  substitute  other  securities  of  not  less  than 
the  appraised  value  of  the  securities  so  withdrawn;  and  the  said  Trustee 
shall,  in  the  event  of  such  changes  being  made,  from  time  to  time,  on 
request  of  the  said  Pennsylvania  Company,  deliver  and  transfer  thereto 
such  of.  the  said  securities  as  shall  be  requested  and  indicated  by  the  said 
Pennsylvania  Company;  provided,  however,  that  for  the  full  protection 
of  the  said  Trustee,  and  of  the  holders  and  registered  owners  of  the  cer- 
tificates issued  under  the  terms  of  this  Agreement,  the  said  Trustee  shall 
require  that  the  actual  value  of  the  securities  substituted  shall  be  fully 
equal  to  that  of  the  securities  withdrawn  from  the  Trust,  and  that  a  certif- 
icate to  that  effect  shall,  at  the  request  of  the  Trustee,  be  furnished  by  the 
Pennsylvania  Company,  duly  concurred  in  and  signed  by  the  proper  execu- 
tive officers  of  two  reputable  and  responsible  trust  companies  in  either  of 
the  cities  of  New  York  or  of  Philadelphia. 

And  it  is  hereby  expressly  covenanted  and  agreed  that,  should  it  be 
hereafter  determined  to  merge  and  consolidate  the  Pittsburgh,  Cincinnati, 
Chicago  and  St.  Louis  Railway  Company  and  the  Vandalia  Railroad  Com- 
•pany  into  one  corporation  (either  with  or  without  other  railway  companies), 
the  Pennsylvania  Company  shall  have  the  power  to  vote  the  stock  of  the 
said  companies  deposited  under  this  Agreement  with  the  said  Trustee,  in 
favor  of  such  merger  and  consolidation,  subject,  however,  to  the  condition 
that  there  shall  be  deposited  with  the  said  Trustee,  stock  of  the  Consoli- 
dated Company  of  a  value  not  less  than  the  appraised  value  of  the  stocks 
of  the  Pittsburgh,  Cincinnati,  Chicago  and  St.  Louis  Railway  Company 
and  the  Vandalia  Railroad  Company  so  withdrawn  for  the  purpose  of  such 


1376    CORPORATION  FORMS  AND  PRECEDENTS. 

merger  and  cousolidation,  a  certificate  as  to  such  value  to  be  furnished  as 
hereinbefore  recited  upon  the  request  of  the  Trustee  by  the  proper  execu- 
tive officers  of  two  trust  companies  as  aforesaid. 

Eighth. — If  at  any  time,  after  demand,  the  Pennsylvania  Company  shall 
make  default,  or  neglect,  refuse,  or  onut  to  pay  the  amount  necessary  to 
pay  interest  upon  any  of  the  said  certificates,  as  therein  provided,  together 
with  the  compensation  of  the  Trustee,  expenses,  and  taxes  aforesaid,  and 
such  default  shall  continue  for  sixty  days  after  the  same  shall  have  become 
due  and  payable  as  aforesaid,  or  shall,  after  demand,  make  default,  or 
neglect,  refuse,  or  omit  to  pay  such  amount  as  may  be  necessary  to  pay 
the  principal  sum  of  each  and  all  of  the  said  certificates  intended  to  be 
hereby  secured,  for  any  period  exceeding  sixty  days  after  the  same  shall 
have  become  due  and  payable  as  mentioned  in  this  Agreement,  then  and 
in  either  such  case  the  Trustee  may,  in  its  discretion,  and  shall,  upon  the 
written  request  of  the  holders  and  registered  owners  of  one-fourth  in 
amount  of  the  said  certificates  outstanding  and  unpaid,  proceed  to  sell  at 
public  sale,  for  the  best  price,  that  can  be  obtained  therefor,  the  whole 
of  said  securities  in  possession  of  the  said  Trustee,  or  as  much  thereof  as 
may  be  necessary  to  pay  said  certificates,  all  arrears  of  interest  and  taxes 
thereon,  the  compensation  of  the  Trustee,  and  all  expenses  attending  as  well 
the  execution  of  this  Trust  as  the  said  sale,  and  any  other  cost  and 
charges  necessarily  incurred  in  consequence  of  such  sale ;  in  such  lots  or 
parcels,  however,  as  the  Trustee  may  deem  most  beneficial,  and  with 
authority  to  the  said  Trustee  for  the  time  being  to  adjourn  from  time 
to  time,  at  its  discretion,  the  sale  of  the  whole  or  any  part  of  said  securi- 
ties. It  being  hereby  expressly  understood  and  agreed  by  and  between  the 
parties  hereto  that  in  case  of  default  in  payment  of  interest,  compensa- 
tion of  the  Trustee,  expenses,  or  taxes  as  aforesaid,  then  the  principal 
of  all  said  certificates  shall,  upon  the  demand  of  the  holders  and  regis- 
tered owners  of  one-fourth  of  said  certificates  being  made  as  aforesaid, 
become  due  and  payable  forthwith,  anything  herein  or  in  said  certificate 
contained  to  the  contrary  thereof  notwithstanding. 

Ninth. — If  the  said  Pennsylvania  Company  shall  at  any  time  present 
to  the  said  Trustee  the  whole  outstanding  issue  of  said  certificates  secured 
by  said  stocks  as  aforesaid,  the  said  Trustee  shall  and  will  thereupon 
receive  and  cancel  said  certificates,  or,  at  the  option  of  the  said  Pennsyl- 
vania Company,  destroy  the  same,  and  shall  and  will  account  for  all  moneys 
that  may  be  in  its  hands  as  such  Trustee;  and,  in  case  there  shall  be 
due  to  the  said  Trustee  or  Trustees  any  sum  of  money  under  the  terms 
and  provisions  of  this  Agreement,  said  Trustee  or  Trustees  will,  upon  its 
])ayment,  re-deliver  to  the  said  Pennsylvania  Company,  or  to  any  person 
or  persons  designated  by  it,  all  the  collateral  securities  held  for  the  pur- 
poses of  this  trust. 

Tenth. — Until  default  shall  be  made  in  the  payment  of  the  interest, 
compensation  of  the  Trustee,  expenses,  or  taxes,  or  in  the  payment  of 
the  principal,  as  hereinbefore  provided,  the  said  Trustee,  or  the  Trustee 
or  Trustees  for  the  time  being,  shall  permit  and  suffer  the  Pennsylvania 
Company  to  retain  and  exercise  all  the  rights,  powers  and  privileges  be- 
longing or  incident  to  the  ownership  of  securities  hereby  deposited  and 
pledged-   and,  until  such   default  shall   occur,  the  said  Trustee  covenants 


BOND  ISSUES.  1377 

and   agrees  that   it  will  not  cause  said  securities,  or  any   of  them,  to  be 
transferred  to  itself  or  to  any  other  corporation  or  person. 

Eleventh. —  In  the  event  of  the  resignation,  neglect,  refusal,  or  iLcapacity 
to  act  of  the  said  Trustee,  or  any  successor  in  the  Trust,  the  said  Pennsyl- 
vania Company  shall,  hy  resolution  of  its  Board  of  Directors,  appoint  a 
new  Trustee  or  Trustees  to  fill  any  vacancy  so  caused;  and  such  appoint- 
ment may  and  shall  be  made  successively,  from  time  to  time,  as  often 
during  the  continuance  of  this  Trust  as  occasion  may  arise. 

Twelfth. — It  is  hereby  further  covenanted  and  agreed,  and  this  Trust 
is  accepted  upon  the  express  condition,  that  neither  the  said  Trustee  nor 
any  successors  in  the  Trust  shall  incur  any  responsibility  or  liability  by 
reason  of  permitting  and  allowing  the  said  Pennsylvania  Company  to  retain 
and  exercise  all  the  rights,  powers,  and  privileges  belonging  or  incident 
to  the  ownership  of.  said  securities,  as  provided  by  the  Tenth  Article 
hereof,  nor  shall  the  said  Trustee,  or  any  successors  in  the  Trust,  be  in 
any  way  responsible  for  any  other  matter  or  thing  whatever  except  the 
negligent,  wilful,  or  intentional  breaches  by  such  Trustee  of  the  Trust 
herein  expressed  and  contained;  and  the  said  Trustee,  or  any  successors  in 
the  Trust,  shall  not  at  any  time  be  bound  or  required  to  undertake  any 
proceeding  at  law  or  in  equity,  or  otherwise,  for  the  protection  of  the 
holders  and  registered  owners  of  the  certificates,  involving  expenditures 
of  or  liability  for  the  payment  of  money,  unless,  if  the  Trustee  shall 
so  require,  adequate  indemnity  against  such  liability  or  outlay  shall  be 
furnished  by  the-  holders  and  registered  owners  of  the  certificates  asking 
such  action  or  proceeding. 

Thirteenth. — The  said  Pennsylvania  Company  and  The  Pennsylvania 
Railroad  Company  shall,  from  time  to  time,  execute  such  other  and  further 
instruments  or  assurances  as  may  be  necessary  or  requisite  to  carry  out 
the  purposes  hereof. 

Fourteenth. — If  the  principal  and  interest  of  the  said  certificates  issued 
as  aforesaid  shall  be  paid  to  the  holders  and  registered  owners  thereof, 
when  and  as  the  same  shall  become  due,  according  to  the  tenor  and  effect 
thereof,  and  in  accordance  with  the  provisions  of  this  Agreement,  then 
the  said  Trustee  or  Trustees  for  the  time  being  shall  cancel  and  destroy 
said  certificates,  and  thereupon  all  the  said  securities  pledged  and  deposited 
with  the  said  Trustee  shall  at  once  be  re-delivered  by  the  said  Trustee  to 
the  said  Pennsylvania  Company,  and,  upon  such  delivery  and  full  settle- 
ment of  its  trust  account,  the  said  Trustee  shall  be  thenceforth  discharged 
from  further  duties  under  this  Trust. 

Fifteenth. — The  Pennsylvania  Railroad  Company  hereby  guarantees  that 
the  covenants  and  undertakings  of  the  said  Pennsylvania  Company  herein 
contained  shall  be  fully  kept,  observed,  and  performed,  and  hereby  further 
covenants  and  agrees  that  in  case  there  should  be  'default  on  the  part  of 
the  Pennsylvania  Company  in  providing  funds  to  make  pajinents  in  accord- 
ance with  the  terms  of  this  Agreement,  then  The  Pennsylvania  Railroad 
Company  will  promptly  furnish  to  the  said  Trustee  the  necessary  funds  to 
fully  pay  the  said  interest,  compensation  of  the  Trustee,  expenses,  and 
taxes,  also  the  principal  of  the  said  certificates  as  the  same  may  from 
time  to  time  respectively  mature  or  become  due. 

Sixteenth. — It  is  further  expressly  understood  and  agreed,  by  and  be- 
tween the  parties  hereto,  that  any  action  or  proceeding  at  law  or  in  equity 


1378     CORPORATION  FORMS  AND  PRECEDENTS. 

to  enforce  any  of  the  covenants  of  the  said  Pennsylvania  Company,  or  the 
covenants  of  said  The  Pennsylvania  Railroad  Company,  contained  in  this 
Agreement,  shall  be  in  the  name  of  the  said  Trustee  for  the  benefit  of  the 
holders  and  registered  owners  of  all  certificates  then  outstanding  and 
unpaid. 

In  Witness  Whereof,  the  parties  have  caused  their  respective  corporate 
names  to  be  hereunto  subscribed  by  either  their  respective  Presidents  or 
Vice-Presidents,  and  their  respective  corporate  seals  to  be  hereunto  affixed, 
duly  attested  by  cither  their  respective  Secretaries  or  Assistant  Secretaries, 
the  day  and  year  first  above  written. 

A  Pennsylvania  Company, 

By   

[Seal  Pennsylvania  Company]  President. 

Attest: 


Secretary. 

The  Pennsylvania  Railroad  Company, 
By   

[Seal  The  Pennsylvania  Eailroad  Company]  President. 

Attest : 


Secretary. 

Girard  Trust  Company, 

By   "... 

[Seal  Girakd  Trust  Company]  President. 

Attest : 


Secretary. 

See  as  to  the  power  of  a  corporation  to  guarantee  bonds  of  another  cor- 
poration, Cook  on  Corporations,  §  775;  Clark  &  M.,  Corp.,  §  184. 
See  generally  as  to  debentures,  Cook  on  Corporations,  §  776. 
See  Forms  1666,  1667,  1684,  1687,  supra,  and  1698,  post. 

Form  1689. 
GUARANTY  OF  BOND  BY  CORPORATION. 

Pursuant  to  the  terms  of  an  agreement,  dated  July  12,  1904,  between 
the  Westchester  Lighting  Company,  the  New  York  and  Westchester  Light- 
ing Company,  the  United  Gas  Improvement  Company,  The  Consolidated 
Gas  Company,  and  the  Central  Trust  Company  of  New  York,  The  Con- 
solidated Gas  Company  of  New  York  hereby  assumes  and  agrees  to  pay 
the  within  bond  of  the  Westchester  Lighting  Company  and  the  interest 
thereon,   when  and  as  the  same  fall  due  respectively. 

Dated "...,19 

The  Consolidated  Gas  Company, 
By  

[Corporate  Seal]  President. 

Attest : 


Secretary. 
See  .preceding  form  and  notes  thereunder. 


BOND  ISSUES.  1379 

Form  1690. 
GUARANTY  ENDORSED  ON  BOND. 

For  value  received  the  .Metroixjiitiui  .Street  h'aihvay  (Joiiipany  Lereby 
guarantees  to  the  trustee  of  the  within  mentioned  mortgage  for  the  benefit 
of  the  holders  hereof  the  punctual  payment  of  the  principal  of  the  within 
bond  and  the  interest  thereon  at  the  time  and  in  the  manner  specified 
therein  and  according  to  the  tenor  of  the  several  coupons  belonging 
thereto. 

See  Pennsylvania  Steel  Co.  v.  N^;w  York  City  Ky.  Co.,  18'J  Fed.  0(51. 

See  note  to  next  preceding  form. 

Form  1691. 
GUARANTY  OF  BOND  ENDORSED  THEREON. 

Whereas,  the  Hudson  River  Water  Power  Company  has  voted  and  agreed 
to  indorse  and  guarantee  the  payment  of  the  within  l)ond  and  of  all  other 
bonds  of  the  same  series : 

Now,  therefore,  for  value  received,  and  in  consideration  of  the  purchase 
of  the  within  bond  by  the  holder  thereof,  the  Hudson  Kiver  Water  Power 
Company  hereby  endorses  the  within  bond  and  guarantees  to  the  holder, 
or,  if  registered,  to  the  registered  owner  thereof,  the  payment  in  full  of 
the  principal  and  interest  as  provided  thereby,  together  with  all  costs, 
charges  and  expenses  in  connection  with  said  bond  or  the  mortgage  whereby 
it  is  secured. 


See  Gay  v.  Hudson  River  Electric  Power  Co.,  190  Fed.  ~7',i. 
See  note  to  preceding  form. 

"See  for  form  of  resolution  authorizing  above  guaranty,  Gay  v.  Hudson 
River  Electric  Power  Co.,  190  Fed.  773. 

Form  1692. 
CLAUSE  OF  MORTGAGE  AS  TO  GUARANTY  OF  BONDS. 

Whereas,  the  Power  Company,  at  the  time  of  the  issue  and  guaranty  of 
the  bonds  of  said  Hudson  River  Electric  Power  Company,  at  present  out- 
standing, agreed  with  the  purchaser  of  said  bonds,  on  behalf  of  said  pur- 
chaser, and  all  succeeding  holders  of  said  bonds,  that  it  would  at  any  time 
execute  and  deliver  all  such  further  agreements  or  instruments  as  such 
purchaser  might  reasonably  request  in  order  to  more  fully  secure  the 
guaranty  of  such  jtrincijial  and  interest  on  the  part  of  the  Power  Company 
by  lien  on  the  properties,  rights,  privileges  and  franchises  of  the  Power 
Company,  or  otherwise  as  such  purchaser  or  any  successor  holder  of  such 
bonds  might  request ;   and 

Whereas,  the  purchaser  of  said  bonds  and  the  present  holders  thereof 
have  requested  the  Power  Company  to  make,  execute  and  deliver  this  in- 
denture, as  further  security  for  the  faithful  performance  of  its  obliga- 
tions under  said  guaranty: 

Now  therefore,  this  indenture  witnesseth:  That  said  Power  Company, 
in  consideration  of  the  premises  and  of  one  dollar  to  it  in  hand  paid  by 
the  Trust  Com]iany,  as  trustee,  the  receipt  whereof  is  hereby  acknowledged, 
in  order  to  secure  the  prompt  payment  and  fulfillment  of  the  guaranty  by 


1380    CORPORATION  FORMS  AND  PRECEDENTS. 

the  Power  Company,  of  the  principal  and  interest  of  the  bonds  of  the 
Electric  Company,  issued  or  to  be  issued  under  said  mortgage  or  deed  of 
trust  from  the  Electric  Company  to  the  Trust  Company,  its  successor  or 
successors  and  assigns  in  the  trust,  has  granted,  bargained,  sold,  conveyed, 
transferred,  assigned  and  mortgaged,  and  by  these  ])resents  does  grant, 
bargain,  sell,  convey,  transfer,  assign  and  mortgage,  unto  the  said  Knicker- 
bocker Trust  Company,  as  trustee,  its  successor  or  successors  and  assigns 
in  the  trust,  all  those  certain  pieces  or  parcels  and  lots  of  land,  water 
rights,  easements  and  appurtenances,  stocks,  bonds  and  other  securities 
more  particularly  described  as  follows: 

See  Gay  v.  Hudson   River  Electric   Power  Co.,   190  Fed.  773. 

See  next  preceding  form,  and  notes  thereunder. 

Form  1693. 
GUARANTY  OF  BOND  BY  INDORSEMENT. 

For  value  received.  The Company  hereby  guaranties  to 

the  holder  hereof  payment  of  all  interest  on  the  within  bond  of  the 

Company,  and  also  the  punctual  payment  of  the  whole  principal  thereof 
when  the  same  becomes  due  and  payable  according  to  the  tenor  and  effect 
thereof. 

In  witness  whereof  The Company  has  caused  its  corporate 

name  to  be  attached  to  these  presents  by  its  president,  and  its  corporate  seal 

to  be  hereunto  affixed  and  attested  by  its  secretary,  this day  of 

,19 

The   Company, 

By   

[Corporate  Seal]  President.^ 

Attest :    

Secretary. 

See  generally  as  to  the  guaranty  of  bonds  of  one  corporation  liy  another. 
Cook  on  Corporations,  §  775 ;  Clark  &  M.,  Corp.,   §  184. 

See  Forms  1688-1692,  supra,  and  notes  thereunder. 

Form  1694. 

GUARANTY  BY  RAILROAD  COMPANY  ENDORSED 
ON  BOND. 

The  Evansville  and  Terre  Haute  Eailroad  Company,  for  a  valuable  con- 
sideration, the  receipt  whereof  is  hereby  acknowledged,  hereby  guaranties 
the  payment  of  the  principal  and  interest  mentioned  in  the  within  bond 
according  to  the  tenor  and  effect  thereof. 

(This  guaranty  was  held  in  Dougan  v.  Evansville  and  T.  H.  R.  Co.,  44 
N.  Y.  Supp.  503,  to  render  the  guarantor  liable  for  amount  of  each  interest 
coupon  when  default  is  made  by  the  obligor  upon  the  presentation  of  the 
coupon.) 


BOND  ISSUES.  1381 

Form  1695. 

GUARANTY  BY  RAILROAD  COMPANY  ENDORSED  ON 
BOND— (ANOTHER  FORM). 

For  a  valuable  consideration,  the  receipt  whereof  is  hereby  acknowl 
edged,  the  Evansville  and  Terre  Haute  Kailroad  Company  hereby  guaran- 
tees to  the  holder  of  the  within  boml  the  punctual  jmynient  of  the  principal 
and   interest  thereof  when  and  as  the  same  shall  become  due  and  payable. 

(This  guaranty  was  held  to  render  the  guarantor  liable  for  the  principal, 
where  the  trustee  under  the  trust  deed  securing  the  bond  guaranteed  in 
accordance  with  its  terms  declares  the  principal  due  and  jtayable  on  account 
of  default  in  the  payment  of  interest.  See  L)ougau  v.  Evansville  and  T.  il. 
R.  Co.,  44  N.   Y.  Supp.  .503.) 

fcJee  notes  to  Forms  1(388- IG'J.'J,  aupra 

Form  1696. 
GUARANTY  OF  BOND  BY  INDIVIDUALS. 

For  and  in  consideration  of  the  sum  of  one  dollar  (.$1.00)  and  other 
good  and  valuable  considerations  to  each  of  the  undersigned  in  hand  paid 
by  the  legal  holder  of  the  within  bond  the  receipt  whereof  by  each  of  the 

undersigned    is   hereby    acknowledged,    the    undersigned    , 

,  and  hereby  jointly  and  sev- 
erally guarantee  the  ])ayment  of  the  full  amount  of  the  principal  and 
interest  of  the  Mithin  bond  as  and  when  the  same  shall  in  any  manner  be 
or  become  due  either  according  to  its  terms,  or  earlier  maturity  thereof 
pursuant  to  the  provisions  of  the  within  bond  or  the  trust  deed  securing 
the  same,  or  later  maturity  thereof,  according  to  the  terms  of  any  extension 
of  the  said  bond  in  whole  or  in  part;  the  undersigned  hereby  accepting 
all  of  the  provisions  of  the  within  bond  and  authorizing  the  maker  thereof, 
without  notice  to  the  undersigned,  or  either  or  any  of  them  to  obtain  any 
such  extension  or  extensions.  Notice  of  acceptance  of  this  guaranty,  non- 
payment  at   maturity,  extensions,   and  indulgences  are  hereby  waived. 

Witness   the   hands   and  seals   of  the   undersigned   this   day  of 

,  A.  D.  19 

[Seal] 

[Seal] 

See  note  to  Forms  1688-1695.  supra. 

Form  1697. 

RESOLUTION  OF  DIRECTORS  AUTHORIZING 
GUARANTY  OF  BONDS. 

Eesolved,    that    this    company    guarantee    the    payment    of    principal    and 

interest  of  bonds  to  be  issued  by  the  Corporation  to  the 

amount  of  $50,000,   in  gold  coin,  dated    ,   19....,  and  be  it 

further, 

Resolved,  that  the  proper  officers  of  this  company  are  hereby  authorized 
and  directed  to  sign  upon  each  of  such  bonds  a  proper  guaranty  to  that 
effect  on  behalf  of  the  comjiany. 

See  Guaranty  Trust  Co.  v.  Atlantic,  etc..  R.  Co.,  138  Fed.  517. 

See  for  forms  of  guaranty  of  bonds,  Forms  1688-1696,  supra,  1722,  post. 


1382    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1698. 
TRUST  INDENTURE  SECURING  GOLD  NOTES. 

Indenture  dated  the  first  day  of  February,  one  thousand  nine  hundred 
and  thirteen,  by  and  between  The  Minneapolis  and  St.  Louis  Eailroad  Com- 
pany (hereinafter  called  the  "Eailroad  Company"),  a  corporation  or- 
ganized and  existing  under  the  laws  of  the  States  of  Minnesota  and  Iowa, 
party  of  the  first  part,  and  Central  Trust  Company  of  New  York  (herein- 
after called  the  "Trustee"),  a  corporation  organized  and  existing  under 
the  laws  of  the  State  of  New  York,  party  of  the  second  part. 

Whereas  the  Eailroad  Company  has  heretofore  executed  and  delivered  to 
Central  Trust  Company  of  New  York,  party  of  the  second  part  hereto,  as 
trustee,  a  certain  trust  indenture  dated  February  1,  1911,  to  secure  an 
issue  of  $4,000,000  face  value  of  Five  Per  Cent.  Gold  Notes  of  the  Eail- 
road Company  dated  February  1,  1911,  and  due  February  1,  1913,  all  of 
which  said  notes  are  issued  and  are  now  outstanding  and  are  secured  by 
the  pledge  and  deposit  with  the  trustee  under  the  said  trust  indenture  of 
$7,500,000  face  value  of  the  Eefunding  and  Extension  Mortgage  Five  Per 
Cent.  Fifty  Year  Gold  Bonds  (hereinafter  sometimes  called  Eefunding  and 
Extension  ^lortgage  Bonds)  of  the  Eailroad  Company  issued  under  the 
Eefunding  and  Extension  Mortgage  dated  January  1,  1912,  executed  and 
delivered  by  the  Eailroad  Company  to  Guaranty  Trust  Company  of  New 
York,  as  trustee  (hereinafter  sometimes  called  the  Eefunding  and  Exten- 
sion ]\Iortgage)  ;  and. 

Whereas  $1,000,000  face  value  of  the  said  Five  Per  Cent.  Gold  Notes 
have,  simultaneously  with  the  execution  and  delivery  of  this  indenture,  been 
paid,  retired  and  cancelled;   and 

Whereas  the  Eailroad  Company  has  resolved,  pursuant  to  due  corporate 
action,  to  apply  $6,000,000  face  value  of  the  said  Eefunding  and  Extension 
]\Iortgage  Bonds  now  pledged  and  deposited  as  security  for  the  payment  of 
the  said  Five  Per  Cent.  Gold  Notes  to  the  payment,  retirement  and  can- 
cellation of  the  remaining  $3,000,000  face  value  of  the  said  Five  Per 
Cent.  Gold  Notes  through  the  pledge  and  deposit  with  the  Trustee  under 
this  indenture  of  the  said  $6,000,000  face  value  of  Eefunding  and  Exten- 
sion ^Mortgage  Bonds  as  security  for  the  payment  of  an  issue  of  the  One 
Year  Six  Per  Cent.  Gold  Notes  of  the  Eailroad  Company  of  the  aggregate 
principal  amount  of  $3,000,000  face  value  to  be  dated  February  1,  1913, 
and  to  be  due  February  1,  1914,  and  through  the  sale  by  the  Eailroad 
Company  of  the  said  $3,000,000  face  value  of  One  Year  Six  Per  Cent.  Gold 
Notes  for  the  purpose  of  providing  funds  for  the  payment  of  the  said 
.$3,000,000   face  value  of  Five  Per  Cent.  Gold  Notes;   and, 

Whereas,  the  Eailroad  Company,  for  the  purposes  aforesaid,  has  re- 
solved, in  pursuance  of  due  corporate  action,  to  issue  its  said  One  Year 
Six  Per  Cent.  Gold  Notes  to  the  aggregate  principal  amount  of  $3,000,000 
to  be  dated  February  1,  1913,  and  to  be  due  February  1,  1914,  and  to 
secure  the  payment  of  the  principal  and  interest  of  said  notes  by  executing 
this  indenture  and  by  pledging  and  depositing  with  the  Trustee  subject 
to  the  trusts  and  conditions  in  this  indenture  contained,  the  $6,000,000 
face  value  of  Eefunding  and  Extension  Mortgage  Bonds  above  mentioned; 
and 

Whereas,  the  form  of  the  said  notes  and  coupons  appertaining  thereto 


BOND-  ISSUES.  1383 

and  the  Trustee's  certificate  to  apjiear  thereon  are  to  bo  substantially   in 
the  follo\vii)g  form  and  tenor: 

(Form  of  Note.) 
United  States  of  America. 

No $1,000. 

'I'he  Minneapolis  iiiid  St.  Louis  Railroad  Con:pany 
Si.x  Per  Cent.  Gold  Note. 
The  Minneapolis  and  St.  Louis  Eailroad  Company,  for  value  receiveil, 
hereby  promises  to  pay  to  the  bearer  hereof  One  thousand  dollars  in  gold 
coin  of  the  United  States  of  America  of  or  equal  to  the  present  standard  of 
weight  and  fineness,  on  the  first  day  of  February,  1'J14,  at  the  oUice  of 
the  Central  Trust  Company  of  New  York,  in  the  City  of  New  York,  and, 
until  the  payment  of  this  note  in  full,  to  pay  interest  thereon  from  the 
1st  day  of  February,  1913,  at  the  rate  of  six  per  cent,  per  annum,  at  the 
office  of  the  Eailroad  Company  in  the  City  of  New  York,  in  like  gold  coin, 
semi-annually,  on  the  first  days  of  February  and  August  of  each  year, 
upon  presentation  and  surrender  of  the  annexed  interest  coupons  as  the 
same  become  due,  respectively. 

This  note  is  one  of  a  series  of  notes  of  The  Minneapolis  and  St.  Louis 
Railroad  Company  of  like  amount,  tenor  and  date,  which  shall  not  in  the 
aggregate  exceed  the  sum  of  three  million  dollars  of  principal,  and  are 
all  equally  secured  as  provided  in  a  certain  indenture  of  trust  executed 
and  delivered  hy  said  Railroad  Company  to  Central  Trust  Company  of 
New  York,  as  Trustee,  bearing  date  February  1st,  1913,  to  which  indenture 
reference  is  hereby  made  for  a  description  of  the  property  pledged,  the 
nature  and  extent  of  the  security,  the  rights  of  the  holders  of  said  notes 
under  tl>e  same  and  the  terms  and  conditions  under  which  said  notes 
are   issued   and    secured. 

This  note  is  redeemable  at  any  time  at  its  face  amount  together  with 
accrued  interest  thereon  upon  the  conditions  and  in  the  manner  set  forth 
in  said  indenture  of  trust. 

Both  the  principal  of  and  interest  on  this  note  are  payable  without 
deduction  for  any  tax  or  taxes  which  the  Railroad  Company  may  be  required 
to  pay  thereon  or  retain  therefrom  under  any  present  or  future  law  of  the 
United  States  of  America  or  of  any  state,  territory,  county  or  munici- 
pality thereof,  the  Railroad  Company  hereby  agreeing  to  pay  all  such 
tax  or  taxes. 

If  default  be  made  in  the  payment  of  interest  on  any  of  said  notes  and 
such  default  shall  continue  for  the  period  specified  in  said  indenture  of 
trust,  then  the  principal  of  all  the  notes  secured  thereby  may  be  made 
immediately  due  and  payable  as  therein  provided. 

This  note  shall  not  be  valid  or  obligatory  until  the  certificate  endorsed 
hereon  shall  be  signed  by  the  Trustee  under  said  indenture  of  trust. 

In  witness  whereof.  The  IMinneapolis  &  St.  Louis  Railroad  Company  has 
caused  this  obligation  to  be  signed  in  its  corporate  name  by  its  President 
or  Vice-President  and  its  corporate  seal  to  be  hereunto  affixed  and  the  same 
to  be  attested  by  the  signature  of  its  Secretary  or  Assistant  Secretary 
and  the  coupons  annexed  hereto  to  be  impressed  with  the  fac-simile  of  the 


1384    CORPORATION  FORMS  AND  PRECEDENTS. 

signature  of  its  Treasurer  at  the  City  of  New  York  as  of  this  1st  day  of 
February,    1913. 

The  Minneapolis  &  St.  Louis  Eailroad  Company, 
By 

[CORPORATS  SealJ  Vicc-President. 

Attest : 


No 


Secretary. 

(Form   of   Coupon.) 

$30 
The   Minneapolis  &  St.  Louis  Eailroad  Company  will  pay  to  the  bearer 

at  its  office  in  the  City  of  New  York  on  the  day  of 

,  19 ... ,  Thirty  Dollars  in  gold  coin   of  the 

United  States  of  America,  being  six  months'  interest  due  that  day  on  its 

six  per  cent,  gold  note  No ,  unless  sooner  redeemed  in 

accordance  with  the  terms  and  provisions  of  the  indenture  of  trust  therein 
referred   to. 


Treasurer. 
(Form  of  Trustee's  Certificate.) 
It  is  hereby  certified  that  the  within  is  one  of  the  notes  described  in  the 
indenture  of  trust  therein  mentioned. 

Central  Trust  Company  of  New  York, 

Trustee. 

By  

Vice-President. 

and 

Whereas,  all  things  necessary  to  make  the  said  notes,  when  duly  authenti- 
cated by  the  Trustee  and  issued  by  the  Eailroad  Company,  the  valid,  bind- 
ing and  legal  obligations  of  the  Eailroad  Company  and  to  make  this 
indenture  of  trust  a  valid,  binding  and  legal  instrument  for  the  security 
thereof  have  been  done  and  performed  and  have  happened,  and  the  issue  of 
said  notes  as  in  said  trust  indenture  provided  has  been  in  all  respects  duly 
authorized : 

Now,  therefore,  the  Eailroad  Company,  in  consideration  of  the  premises 
and  of  one  dollar  to  it  in  hand  paid  by  the  Trustee  and  of  other  valuable 
considerations,  the  receipt  whereof  is  hereby  acknowledged,  and  in  order 
to  secure  equally  the  payment  of  the  principal  and  interest  of  all  said 
notes  at  any  time  outstanding,  has  assigned,  transferred,  set  over,  delivered, 
pledged  and  hypothecated,  and  does  hereby  assign,  transfer,  set  over,  deliver, 
pledge  and  hypothecate  to  and  with  the  Trustee,  its  successors  in  the 
trust,  and  its  and  their  assigns  forever,  the  following  securities  (herein- 
after sometimes  called  the  trust  estate) : 

$6,000,000,  face  amount,  Eefunding  and  Extension  Mortgage  Five  Per 
Cent.  Fifty  Year  Gold  Bonds  of  the  Eailroad  Company,  issued  under  the 
Eefunding  and  Extension  Mortgage  dated  January  1,  1912,  executed  and 
delivered  by  the  Eailroad  Company  to  Guaranty  Trust  Company  of  New 
York,    as  Trustee; 

To  have  and  to  hold  all  and  singular  said  securities  unto  the  Trustee 
and  its  successors  in  the  trust  and   its  and  their  assigns  forever; 

But   in  trust,  nevertheless,  for  the  equal  pro  rata  benefit,  security  and 


BOND  ISSUES.  1385 

protection  of  the  several  persons  and  corporations  who  shall  from  time  to 
time  hold  the  notes  at  any  time  issued  and  outstandinfj  under  the  pro- 
visions of  this  indenture,  or  any  of  them,  and  for  the  enforcement  of  the 
payment  thereof  and  the  interest  due  thereon,  when  j)ayal)le,  in  accordance 
with  the  true  intent  and  meaning  of  the  stipulations,  covenants,  terms  and 
conditions  of  this  instrument  and  of  said  notes  and  coupons; 

Provided,  however,  and  these  presents  are  upon  the  express  condition,  that 
if  the  Railroad  Company,  its  successor  or  successors  or  assigns,  shall  well 
and  truly  pay  or  cause  to  be  paid  unto  the  holders  of  the  said  notes 
issued  as  herein  provided  the  sums  of  money  constituting  the  principal 
thereof  and  the  interest  due  or  to  become  due  thereon  at  the  times  and  in 
the  manner  mentioned  in  said  notes,  according  to  the  true  intent  and 
meaning  thereof,  or  shall  redeem  the  said  notes  as  herein  provided,  and 
shall  well  and  truly  keep,  perform  and  observe  all  the  covenants  and 
conditions  in  said  notes  and  in  this  indenture  expressed  to  be  kept,  per- 
formed and  observed  by  it,  and  shall  pay  to  the  Trustee  all  suras  of  money 
due  or  to  become  due  to  it  in  accordance  with  the  terms  and  provisions 
of  this  indenture,  then  these  presents  and  the  rights  hereby  granted  shall 
cease,  determine  and  be  void;  otherwise  to  be  and  remain  in  full  force 
and  virtue. 

ARTICLE  FIRST. 

Section  1.  The  notes  to  be  issued  hereunder  shall  be  forthwith  executed 
on  behalf  and  in  the  corporate  name  of  the  Railroad  Company  by  its 
President  or  one  of  its  Vice-Presidents,  and  its  corporate  seal  shall  be  there 
unto  affixed  and  attested  by  its  Secretary  or  Assistant  Secretary,  and  said 
notes  shall  then  be  delivered  to  the  Trustee  for  authentication  and  deliv- 
ery by  it. 

Tn  case  the  officers  of  the  Railroad  Company  whose  signatures  appear 
upon  the  said  notes  or  any  of  them  shall  cease  to  be  such  officers,  sai<l 
notes  may,  nevertheless,  be  adopted  by  the  Railroad  Company  and  be 
authenticated,  delivered  and  issued  as  though  such  persons  had  not  ceaseil 
to  be  such  officers  thereof. 

The  coupons  appertaining  to  the  said  notes  shall  bear  the  lithographed 
or  engraved  signature  of  the  present  or  any  future  Treasurer  of  the  Rail- 
road  Company. 

Only  such  notes  as  shall  bear  thereon  a  certificate  of  authentication 
substantially  in  the  form  hereinbefore  recited  executed  by  the  Trustee 
shall  be  secured  by  this  indenture  or  entitled  to  any  lien,  right  or  benefit 
hereunder,  and  such  certificate  of  the  Trustee  upon  any  such  note  shall 
be  conclusive  evidence  in  favor  of  any  and  every  holder  thereof  in  good 
faith  that  the  note  so  authenticated  has  been  duly  issued  hereunder,  and 
that  the  holder  is  entitled  to  the  benefit  of  the  trust  hereby  created. 

Section  2.  Immediately  upon  the  execution  and  delivery  of  this  indenture 
and  the  deposit  with  the  Trustee  in  negotiable  form  of  the  said  $6,000,000 
face  amount  of  Refunding  and  Extension  Mortgage  Bonds  and  prior  to 
any  recording  or  filing  of  this  indenture  or  of  the  giving  notice  to  any 
person  or  corporation  of  the  lien  hereby  created,  all  the  notes  to  be  issued 
under  or  secured  by  this  indenture,  aggregating  $."^,000,000  face  value, 
shall  be  authenticated  by  the  Trustee  and  deliveretl  to  or  upon  the  order 
of  the  President  or  Vice-President  or  Treasurer  of  the  Railroad  Company 


1386    CORPORATION  FORMS  AND  PRECEDENTS. 

or  as  otherwise  directed  by  resolutions  of  its  Board  of  Directors  or  the 
Executive  Committee  thereof. 

The  Eailroad  Company  covenants  and  agrees  that  the  said  noces  or  the 
proceeds  resulting  from  the  sale  thereof  shall  be  used  and  applied  by  it 
solely  for  the  payment,  retirement  and  cancellation  of  $3,000,000  face 
value  of  the  Five  Per  Cent.  Gold  Notes  of  the  Eailroad  Company  dated 
February  1,  1911,  and  due  February  1,  1913,  and  for  no  other  purpose;  and 
that,  simultaneously  with  the  execution  and  delivery  of  this  indenture  the 
Eailroad  Company  will  cause  to  be  paid,  retired  and  cancelled  all  of  the 
Five  Per  Cent.  Gold  Notes  of  the  Eailroad  Company  issued  and  outstanding 
under  the  trust  indenture  dated  February  1,  1911,  heretofore  executed  and 
delivered  by  the  Eailroad  Company  to  Central  Trust  Company  of  New  York 
as  trustee,  and  will  cause  the  said  trust  indenture  to  be  satisfied  and  dis- 
charged. 

Section  3.  In  ease  any  note  issued  pursuant  to  the  terms  of  this  in- 
denture shall  become  mutilated  or  be  lost  or  destroyed,  the  Eailroad  Com- 
pany in  its  discretion  may  issue,  and  thereupon  the  Trustee  shall  authenti- 
cate and  deliver  a  new  note  of  like  tenor,  date  and  amount,  bearing  the 
same  serial  number,  in  exchange  and  substitution  for  and  upon  cancella- 
tion of  the  mutilated  note  and  its  coupons,  or  in  lieu  of  and  substitution 
for  the  note  and  its  coupons  so  lost  or  destroyed,  upon  receipt  by  the  Eail- 
road Company  and  by  the  Trustee  of  evidence  satisfactory  to  them  of  the 
lof-s  or  destruction  of  such  note  and  its  coupons,  and  upon  receipt  also 
of  indemnity  satisfactory  to  both  of  them  in  their  discretion. 

ARTICLE  SECOND. 

The  notes  issued  and  outstanding  hereunder  and  any  one  or  more  of 
them  shall,  at  the  option  of  the  Eailroad  Company,  be  redeemable  at  the 
office  of  the  Trustee  at  any  time,  by  payment  of  the  principal  and  inter- 
est thereof.  If  the  Eailroad  Company  shall  elect  to  redeem  less  than 
the  entire  issue  of  notes,  the  notes  to  be  redeemed  shall  be  chosen  by  lot 
by  the  Trustee.  Notice  of  the  election  of  the  Eailroad  Company  to  redeem 
the  said  notes,  whether  the  entire  issue  or  a  portion  only  thereof,  shall 
be  given  by  publication  thereof  at  least  once  a  week  for  the  period  of 
eight  consecutive  weeks  in  at  least  one  newspaper  of  general  circulation, 
published  in  the  City  of  New  York,  State  of  New  York,  the  first  publication 
thereof  to  be  at  least  sixty  days  prior  to  the  date  selected  for  such  redemp- 
tion. In  case  the  Eailroad  Company  shall  elect  to  redeem  a  part  only  of 
said  issue,  the  said  notice  shall  state  the  serial  numbers  of  the  notes 
called  for  redemption.  On  or  before  the  date  specified  in  said  notice  as 
the  date  for  the  redemption  of  said  notes,  the  Eailroad  Company  shall 
deposit  with  the  Trustee  in  cash  an  amount  equal  to  the  face  amount  of 
the  principal  of  the  notes  called  for  redemption  as  aforesaid,  together 
with  the  amount  of  unpaid  interest  thereon  up  to  the  date  so  specified  as 
the  date  for  the  redemption  thereof.  Upon  the  surrender  of  each  note  so 
called  for  redemption  together  with  all  unmatured  coupons  thereto  attached, 
the  holder  thereof  shall  be  entitled  to  receive  from  the  Trustee  out  of  said 
fund  an  amount  equal  to  the  face  amount  of  the  principal  of  said  note  with 
interest  thereon  from  the  last  interest  date  up  to  the  date  specified  in  said 
notice  as  the  date  upon  which  the  notes  specified  are  to  be  redeemed.  All  in- 
«     terest  installments  that  shall  have  matured  on  or  prior  to  the  date  of  redemp- 


BOND  ISSUES.  1387 

tion  spccifu'il  in  such  notice  shall  continue  to  be  payable  to  the  bearers 
severally  and  respectively  of  the  coupons  for  such  installments.  Xotic* 
being  given  and  deposit  made  as  hereinbefore  provided,  no  further  inter*>3t 
shall  accrue  on  any  note  so  called  for  redemption  from  and  after  the  day  in 
said  notice  specified  as  tiie  day  for  the  redemption  tliereof  ami  each  note  so 
chosen  shall  be  deemed,  so  far  as  the  Railroad  Company  is  concerned,  to  have 
been  paid  and  discharged  on  such  date  and  all  rights  hereunder  of  the 
owner  of  any  such  note  (except  the  right  to  receive  from  the  Trustee  the 
principal  and  interest  thereof  so  deposited  with  it)  shall  wholly  cease 
and' determine.  All  notes  that  shall  be  redeemed  and  paid  hereunder 
together  with  all  unmatured  coupons  appertaining  thereto  shall  be  can- 
celled by  the  Trustee  and  delivered  to  the  Eailroad  Company  upon  the 
written    request   therefor. 

ARTICLE    THIRD. 

The  Railroad  Company  covenants  and  agrees  to  and  with  the  Trustee 
and  to  and  with  the  holders  of  each  and  every  note  issued  hereunder  as 
follows,  to  wit: 

(1)  The  Railroad  Company  will  duly  and  punctually  pay  or  cause  to 
be  pai^  to  the  holders  of  the  notes  issued  hereunder,  the  principal  thereof 
and  interest  thereon,  in  gold  coin  of  the  United  States  of  America  of  or 
equal  to  the  present  standard  of  weight  and  fineness  at  the  dates  and  places 
and  in  the  manner  mentioned  in  the  said  notes  or  in  the  coupons  thereto 
appertaining,  according  to  the  true  intent  and  meaning  thereof  and  with- 
out deduction  from  either  principal  or  interest  for  any  tax  or  taxes  which 
the  Railroad  Company  may  be  required  to  pay  thereon  or  to  retain  there- 
from, under  any  present  or  future  laws  of  the  United  States  of  America, 
or  of  any  state,  territory,  county  or  municipality  thereof,  the  Railroad 
Company  hereby  agreeing  to  pay  the  same. 

(2)  The  Rii-ilroad  Company  will  from  time  to  time  duly  pay  and  dis- 
charge all  taxes,  assessments  and  governmental  charges  lawfully  imposed 
upon  the  trust  estate  or  upon  any  part  thereof,  and  will  also  pay  and  dis- 
charge all  taxes,  assessments  and  governmental  charges  lawfully  imposed 
upon  the  interest  of  the  Trustee  or  of  the  holders  of  the  outstanding  notes 
in  the  trust  estate;  provided,  however,  that  the  Railroad  Company  shall  not 
be  required  to  pay  any  such  taxes,  assessments  or  governmental  charges  so 
long  as  it  shall  in  good  faith  and  by  appropriate  legal  proceedings  contest 
the  validity  thereof. 

(3)  The  Eailroad  Company  will  (so  long  as  any  of  the  notes  in  this 
indenture  provided  for  are  outstanding)  punctually  and  duly  perform  all 
the  covenants  and  obligations  on  its  part  to  be  performed  in  and  by  it" 
Refunding  and  Extension  Mortgage,  bearing  date  January  1,  1912,  to 
Guaranty  Trust  Company  of  New  York  as  Trustee,  and  will  not  do  or 
permit  anything  to  be  done  whereby  the  lien  of  said  mortgage  upon  the 
premises  and  property  therein  and  thereby  mortgaged  and  conveyed  or 
thereby  intondod  or  expressed  so  to  be,  shall  or  may  be  impaired  or  post- 
poned. 

(4)  The  Railroad  Company  will  (so  long  as  any  of  the  notes  in  this 
indenture  provided  for  are  outs'^anding)  punctually  and  duly  perform,  or 
cause  to  be  performed,  all  the  covenants  and  obligations  on  its  part  or  on 
the  part  of  its  pre<lecessors  in  title  or  interest  to  be  performed  in  and 
by  any  and  all  mortgages,  deeds  of  trust  and  eq.uipment  trust  agreements, 


1388     CORPORATION  FORMS  AND  PRECEDENTS. 

coustitiiting   liens  upon   the   property   or   any   part   thereof   of  the   Railroad 
Company. 

(5)  The  Eailroad  Company  will  make,  execute,  acknowledge  and  deliver 
such  other  aud  further  instruments  or  assurances  as  may  be  necessary  or 
requisite  to  carry  out  the  purposes  hereof. 

(6)  The  Eailroad  Company  will  upon  demand  pay  to  the  Trustee 
all  its  reasonable  charges  and  expenses  and  all  other  sums  of  money 
payable  to  it  under  the  terms  and  provisions  of  this  indenture. 

(7)  Until  the  payment  in  full  of  the  principal  and  interest  of  the 
outstanding  notes  issued  hereunder,  the  Eailroad  Company  will  not>  go 
or  be  put  into  insolvency,  nor  will  it  permit  or  suffer  a  receiver  to  be 
appointed   of  its  property  or  any  part  thereof. 

(8)  The  Eailroad  Company  will  not  at  any  time  insist  upon  or  plead 
or  in  any  manner  whatever  claim  or  take  the  benefit  or  advantage  of 
any  stay  or  extension  law  wherever  enacted,  now  or  at  any  time  here- 
after in  force,  which  may  affect  the  covenants  and  terms  of  performance 
of  or  lien  of  this  indenture,  nor  will  it  claim,  take  or  insist  upon  any 
benefit  or  advantage  of  any  law  now  or  hereafter  in  force  providing 
for  the  valuation  or  appraisal  of  the  trust  estate  or  of  any  of  the  se- 
curities or  property  constituting  the  trust  estate  prior  to  any  sale  or 
sales  thereof  to  be  made  pursuant  to  any  provision  herein  contained  or 
to  the  decree  of  any  court  of  competent  jurisdiction;  nor  will  it,  after 
any  such  sale  or  sales,  claim  or  exercise  any  right  under  any  law  or 
statute,  now  or  at  any  time  hereafter  in  force,  to  redeem  the  trust  estate 
or  any  part  thereof  or  the  securities  so  sold,  and  the  Eailroad  Company 
hereby  expressly  waives  all  benefit  or  advantage  of  any  such  law  or  laws, 
and  covenants  that  it  will  not  hinder,  delay  or  impede  the  execution  of 
any  power  herein  granted  and  delegated  to  the  Trustee,  but  will  suffer 
and  permit  the  execution  of  every  such  power  as  though  no  such  law  or 
laws  .had  been  made  or  enacted. 

(9)  Until  the  payment  in  full  of  the  principal  and  interest  of  the 
outstanding  notes  issued  hereunder,  the  Eailroad  Company  will  at  all 
times  maintain  an  office  or  agency  in  the  Borough  of  Manhattan,  City 
of  New  York,  where  notices  and  demands  in  respect  to  said  notes  and 
coupons,  or  in  any  respect  provided  for  under  this  indenture,  may  be 
served.  In  default  of  any  such  office  or  agency,  presentation  and  de- 
mand may  be  made  and  notices  served  at  the  office  in  the  City  of  New 
York  of  the  Trustee  or  any  successor  to  it  in  the  trust. 

(10)  Until  the  payment  in  full  of  the  principal  and  interest  of  the 
outstanding  notes  issued  hereunder,  the  Eailroad  Company  will  not  issue 
any  of  its  Eefunding  and  Extension  Mortgage  Bonds,  in  addition  to 
those  now  outstanding,  without  the  written  consent  of  Messrs.  Speyer 
&  Co.  It  is  one  of  the  conditions  upon  which  the  notes  herein  provided 
for  are  executed  Ijy  the  Eailroad  Company  and  are  accepted  by  the  pur- 
chasers thereof,  that  under  no  circumstances  shall  Messrs.  Speyer  &  Co. 
be  considered  bound  to  give  their  consent  to  the  issuance  of  such  bonds, 
but  they  shall  give  or  withhold  the  same  in  their  uncontrolled  discretion; 
nor  shall  they  be  answerabl.e  at  any  time  to  any  person  whatsoever  for 
any  action  taken  by  them  in  granting  or  refusing  such  consent. 

(11)  Until  the  notes  issued  hereunder  shall  have  been  paid  in  full, 
or   their   payment   otherwise  provided   for  to   the  satisfaction   of  the  Trus- 


lUJXD  ISSUES.  1389 

tee,  the  Eailroad  Company  will  not  execute  or  issue  any  series  of  notes 
other  than  notes  issued  for  the  purpose  of  refunding  or  renewing  the 
notes  issued  hereunder,  or  other  than  equipment  notes  secured  solely  by 
equipment  hereafter  acquired  or  leased  by  the  Railroad  Company,  nor 
will  it  execute  any  new  mortgage  upon  any  of  the  property  owned  by  it  ; 
but  nothing  herein  contained  shall  prevent  the  Railroad  Company  from 
incurring  %ich  oliligations  and  indebtedness  or  from  executing  such  notes 
or  other  evidences  of  indebtedness  as  are  usual  in  the  case  of  railroad 
companies  in  the  ordinary  course  of  business. 

AKTICLK    FOURTH. 

So  long  as  no  default  exists  in  respect  to  any  of  the  covenants,  stipula- 
tions and  conditions  herein  set  forth  on  the  part  of  the  Railroad  Com- 
pany to  be  done,  performed  and  observed,  the  Railroad  Company  shall 
be  entitled  to  receive  all  amounts  collected  by  the  Trustee  ui)on  or  in  re- 
spect to  the  coupons  appertaining  to  the  bonds  held  in  pledge  hereunder 
(other  than  out  of  the  proceeds  resulting  from  the  sale  of  the  property  or 
any  part  thereof  covered  by  the  mortgage  securing  said  bonds).  It  shall, 
however,  be  no  part  of  the  duty  of  the  Trustee  to  do  any  act  or  to  take 
any  proceedings  to  collect  the  said  coupons  or  any  of  them,  except  upon 
the  written  request  of  the  Railroad  Company,  and  then  only  by  such 
proceedings  as  the  Trustee  may  be  advised  by  a  counsel  to  be  appropriate 
and  not  in  its  judgment  detrimental  to  the  interest  of  the  holders  of  the 
notes  issued  hereunder.  Until  such  default  the  Trustee  shall,  upon  the 
written  request  of  the  Railroad  Company,  cancel  and  deliver  to  the  Rail- 
road Company  or  upon  its  order  all  coupons  appertaining  to  the  bonds 
pledged  hereunder  which  shall  at  the  time  of  said  request  have  matured. 
In  the  event  of  default  by  the  Railroad  Company  in  respect  to  any  of 
the  covenants,  stipulations  and  conditions  herein  contained,  the  Trustee 
shall  be  entitled  to  receive  during  the  continuance  of  such  default  all 
interest  ui>on  the  bonds  held  in  pledge  hereunder  for  the  benefit  and 
security  of  the  holders  of  the  notes  issued  hereunder,  and  in  its  discretion 
may  apply  the  same  from  time  to  time  to  the  payment  in  whole  or  in  part 
l)ro  rata  of  any  amount  due  or  to  become  due  by  the  Railroad  Company  to 
the  holders  of  the  notes  outstanding  hereunder  for  principal  or  interest 
thereon. 

The  power  to  give  or  make  any  request  or  consent  by  reason  of  the 
ownership  of  any  bonds  held  in  pledge  hereunder,  shall  always  be  with  the 
Trustee,  but  the  Trustee  shall  exercise  such  power  or  refrain  from  ex- 
ercising the  same,  in  accordance  with  the  terms  of  an  instrument  in 
writing,  signed  by  the  holders  of  a  majority  in  amount  of  the  notes 
outstanding  hereunder  and  filed  with  the  Trustee;  and  in  the  absence 
of  any  such  instrument  so  signed  and  filed  with  the  Trustee,  the  Trustee 
shall  exercise  such  power  or  refrain  from  exercising  the  same  as  in  its 
judgment  shall  be  for  the  best  interest  of  the  holders  of  the  outstanding 
notes. 

ARTICLE    FIFTH. 

In  ci»e  default  shall  be  made  in  the  payment  of  interest  on  any  note 
issued  hereunder  and  any  such  default  shall  continue  for  a  period  of 
thirty  days,  the  Trustee  may,  and  upon  the  written  request  of  the  holders 
of  twenty-five   per   cent,    in   amount   of   the   said   notes   then   outstanding 


1390    CORPORATION  FORMS  AND  PRECEDENTS. 

■ball,  by  notice  in  writing  delivered  to  the  Kailroad  Company  or  mailed 
in  a  securely  sealed  postpaid  ^vrapper  directed  to  it  at  r^Iinneapolis,  ]^lin- 
nesota,  declare  the  principal  of  all  the  said  notes  outstanding  to  be  due 
and  payable  immediately,  and  the  same  shall  thereupon  become  and  be 
immediately  due  and  payable,  anything  in  this  indenture  or  in  the  said 
notes  to  the  contrary  notwithstanding;  provided,  however,  that  if  at  any 
time  thereafter  all  arrears  of  interest  upon  the  said  outstanding  notes, 
with  interest  on  overdue  instalments  of  interest  computed  at  the  rate 
of  six  per  centum  per  annum,  and  the  expenses  of  the  Trustee,  shall  be 
paid  by  the  Eailroad  Company  or  be  collected  out  of  the  trust  estate 
before  any  sale  of  the  trust  estate  shall  have  been  made,  then  and  in 
every  such  case  the  holders  of  a  majority  in  amount  of  the  outstanding 
notes,  by  written  notice  filed  with  the  Trustee,  may  waive  such  default 
and  its  consequences,  and  obtain  from  the  Trustee  a  rescission  of  such 
declaration,  but  no  such  waiver  shall  extend  to  or  affect  any  subsequent 
default   or   impair  any  right  consequent  thereon. 

ARTICLE   SIXTH. 

Section  1.  In  case  default  shall  be  made  in  the  payment  of  interest 
on  any  note  issued  and  outstanding  hereunder  and  such  default  shall 
continue  for  the  period  of  thirty  days,  or  in  case  default  shall  be  made 
in  the  payment  of  the  principal  of  any  such  note,  or  in  case  default 
shall  be  made  in  the  due  performance  of  any  other  covenant  or  condition 
hereof  to  be  kept,  observed  or  performed  by  the  Kailroad  Company,  and 
any  such  last  mentioned  default  shall  continue  for  a  period  of  thirty  days 
after  written  notice  thereof  from  the  Trustee  or  the  holders  of  five  per 
cent,  in  amount  of  the  notes  then  outstanding  shall  have  been  served  upon 
the  Eailroad  Company  or  mailed  to  it  in  a  securely  sealed  postpaid  wrap- 
per directed  to  the  Railroad  Company  at  Minneapolis,  Minnesota,  then 
and  in  each  such  case  the  Trustee  may,  and  if  thereunto  requested  in 
writing  signed  and  filed  with  the  Trustee  by  the  holders  of  twenty-five 
per  cent,  in  amount  of  the  notes  issued  hereunder  and  then  outstanding, 
and  indemnified  to  its  satisfaction  for  its  costs  and  expenses  in  so  doing, 
and,  in  case  said  notice  shall  have  been  given  by  the  holders  of  five 
per  cent,  in  amount  of  the  notes  then  outstanding,  as  above  provided, 
upon  the  receipt  by  the  Trustee  of  evidence  satisfactory  to  it  that  such 
notice  has  been  given,  shall  proceed  to  sell  at  one  time  or  from  time  to 
time,  either  as  an  entirety  or  in  such,  parcels  as  the  Trustee  may  determine, 
all  the  bonds  and  other  property  then  held  by  it  in  pledge  hereunder. 
In  the  event  of  any  such  sale  or  sales  of  any  of  the  property  pledged 
hereunder,  the  principal  of  all  the  notes  issued  hereunder  and  then  out- 
standing, if  not  then  due,  shall  forthwith  become  due  and  payable,  any- 
thing  in  this  indenture  or  in  said  notes  to  the  contrary  notwithstanding. 

Such  sale  or  sales  shall  be  made  at  public  auction  at  such  place  and 
time  and  upon  such  terms  as  the  Trustee  may  fix,  or  may  be  made  without 
notice  at  the  New  York  Stock  Exchange  or  elsewhere  in  the  City  of  New 
York. 

Notice  of  any  such  sale  at  public  auction  by  the  Trustee  shall  state  the 
time  when  and  the  place  where  the  same  is  to  be  made,  and  shall  con- 
tain a  brief  description  of  the  bonds  or  other  property  to  be  sold,  and 
shall  be  published   once  a  week   for   four  successive   weeks  prior  to  such 


BOND  ISSUES.  1391 

sale  in  a  daily  ncwsjiajxT  of  general  circulation  published  in  the  City  ol" 
New  York,  State  of  New   York. 

The  Trustee  shall  have  power,  in  its  discretion,  to  adjourn  any  such 
sale  at  public  auction  from  time  to  time  as  to  the  whole  or  any  part  of 
the  property  to  be  sold,  and  if  so  adjourned  to  make  such  sale  upon  the 
day  to  which  the  adjournment  is  had  without  further  notice  of  the  time 
to  which  the  sale  may  be  so  adjourned. 

Upon  such  sale  the  Trustee  shall  transfer  and  deliver  all  and  singular 
the  bonds  and  other  property  so  sold  to  the  purchaser  or  purchasers  thereof, 
and  the  same  shall  thereupon  be  freed  and  discharged  from  the  trusts  and 
lien  hereby  created,  and  the  Trustee,  as  irrevocable  attorney-in-fact  for 
the  Railroad  Company  (for  that  purpose  by  these  presents  duly  consti- 
tuted) or  otherwise,  shall  make,  execute  and  deliver  to  such  purchaser  or 
purchasers  such  good  and  sufficient  assignments,  transfers  or  other  in- 
struments as  may  be  necessary  or  profjer  to  vest  in  such  purchaser  or 
purchasers  full  and  complete  title  and  ownership  in  and  to  the  bonds  and 
other  property  so  sold;  and  any  sale  made  as  herein  provided  shall 
be  a  perpetual  bar,  both  in  law  and  in  equity,  against  the  Eailroad  Com- 
pany and  its  successors  and  all  other  persons  lawfully  claiming  or  to 
claim  the  said  bonds  or  other  property  or  any  part  thereof,  by,  through 
or  under  it  or  them. 

The  proceeds  resulting  from  any  such  sale  shall  be  applied  by  the 
Trustee  as  follows:  First,  to  the  payment  of  the  costs  and  expenses  of 
such  sale,  including  reasonable  compensation  to  the  Trustee,  its  agents, 
attorneys  and  counsel  and  all  expenses  made  and  incurred  by  the  Trustee 
in  the  conduct  of  the  trust  hereby  created,  including  its  compensation  here- 
under. Second,  to  the  payment  of  the  whole  amount  of  the  principal  and 
interest  which  shall  then  be  owing  and  unpaid  upon  the  outstanding  notes 
issued  hereunder;  and  in  case  of  the  insufficiency  of  such  proceeds  to 
pay  in  full  the  whole  amount  of  the  principal  and  interest  owing  or 
unpaid  upon  the  said  notes,  the  same  shall  be  paid  ratably  in  proportion 
to  the  amounts  owing  and  unpaid  upon  them  respectively,  without  prefer- 
ence of  any  note  over  any  of  the  others,  or  of  principal  over  interest,  or 
otherwise.  Third,  the  surj)lus,  if  any,  shall  be  paid  over  on  written  de- 
mand to  the  Eailroad  Company,  its  successors  or  assigns,  or  as  any  court 
of    competent    jurisdiction    may    direct. 

The  receipt  or  receipts  of  the  Trustee  shall  be  a  sufficient  discharge 
to  the  purchaser  or  purchasers  of  the  bonds  and  other  property  sold,  for 
his   or   their   purchase   money. 

The  Trustee,  however,  instead  of  exercising  tne  power  of  sale  herein  con- 
ferred upon  it,  may,  in  its  discretion,  proceed  by  suit  or  suits  at  law  or  in 
equity,  as  it  may  be  advised  by  counsel,  to  enforce  the  payment  of  the 
said  notes  and  to  foreclose  this  indenture  and  sell  the  bonds,  and  other 
property  held  in  trust  hereunder  pursuant  to  the  judgment  or  decree  of 
a  court  or  courts  of  competent  jurisdiction. 

Upon  any  sale  of  the  bonds  or  other  property  held  hereunder,  eifher 
under  the  power  of  sale  hereby  conferred  upon  the  Trustee  or  pursuant  to 
a  judgment  or  decree  of  a  court  or  otherwise,  every  purchaser  shall  be  en- 
titled in  making  payment  therefor,  after  paying  in  cash  so  much  as  may 
be  necessary  to  cover  the  costs  and  expenses  of  the  sale  and  of  the  pro- 
ceedings incident  thereto,  as  well  as  the  compensation  of  the  Trustee  and 


1392    CORPORATION  FORMS  AND  PRECEDENTS. 

its  expenses,  and  all  other  charges  that  may  be  required  by  decree  or  other- 
wise to  be  paid  in  cash,  to  appropriate  and  use  towards  the  payment  of 
the  remainder  of  the  purchase  price  any  of  the  notes  and  coupons  out- 
standing hereunder,  reckoning  each  note  and  coupon  so  appropriated 
and  used  at  such  sum  as  shall  be  payable  thereon  out  of  the  net  pro- 
ceeds of  the  sale.  If  the  net  proceeds  of  such  sale  shall  be  suflEicient  to 
pay  such  notes  and  coupons  in  full,  they  shall  be  cancelled,  and  upon 
written  demand  surrendered  by  the  Trustee  to  or  upon  the  order  of  the 
Kailroad  Company,  but  if  the  sum  applicable  in  respect  thereof  is  not 
suflicient  to  pay  the  same  in  full,  the  sum  so  allowed  on  account  thereof 
shall  be  endorsed  thereon  as  paid  and  the  same  shall  upon  written  de- 
mand be  delivered  to  the  person  or  persons  surrendering  the  same  in 
part  payment  of  the  purchase  price  as  aforesaid,  his  or  their  nominees  or 
assigns. 

Section  2.  In  case  default  shall  be  made  in  the  payment  of  interest  on 
any  note  issued  and  outstanding  hereunder,  and  such  default  shall  con- 
tinue for  a  period  of  thirty  days,  or  in  case  default  shall  be  made  in 
the  payment  of  the  principal  of  any  such  note,  or  in  case  default  shall 
be  made  in  the  due  performance  of  any  other  covenant  or  condition  hereof 
to  be  kept,  observed  or  performed  by  the  Railroad  Company,  and  any 
such  last  mentioned  default  shall  continue  for  a  period  of  thirty  days 
after  written  notice  thereof  from  the  Trustee  or  the  holders  of  five  per 
cent,  in  amount  of  the  notes  then  outstanding,  shall  have  been  served  upon 
the  Eailroad  Company  or  mailed  to  it  in  a  securely  sealed  post-paid  wrap- 
per directed  to  the  Eailroad  Company  at  Minneapolis,  Minnesota,  then 
and  in  each  such  case  upon  demand  of  the  Trustee  the  Railroad  Company 
agrees  to  pay  to  the  Trustee  for  the  benefit  of  the  holders  of  the  said 
notes  and  coupons  then  outstanding  the  whole  amount  then  due  and 
payable  on  all  such  outstanding  notes  and  coupons  for  interest  or 
principal,  or  both,  as  the  case  may  be,  with  interest  upon  the  overdue 
instalments  of  interest  at  the  rate  of  six  per  centum  p,er  annum ;  and 
in  case  the  Eailroad  Company  shall  fail  to  pay  the  same  forthwith 
upon  such  demand  the  Trustee,  in  its  own  name  and  as  trustee  of  an 
express  trust,  shall  be  entitled  to  recover  judgment  against  the  Eailroad 
Company  for  the  whole  amount  so  due  and  unpaid.  The  Trustee  shall 
be  entitled  to  recover  judgment  as  aforesaid  either  before  or  after  or 
during  the  pendency  of  any  such  proceedings  for  the  enforcement  of  the 
lien  of  this  indenture  upon  the  trust  estate,  and  either  before  or  after 
any  sale  of  the  trust  estate;  and  the  right  of  the  Trustee  to  recover  such 
judgment  shall  not  be  affected  by  any  sale  of  the  trust  estate,  or  the 
exercise  of  any  right,  power  or  remedy  for  the  enforcement  -of  the  pro- 
visions of  this  indenture  or  the  foreclosure  of  the  lien  thereof;  and  in 
case  of  a  sale  of  the  trust  estate  and  of  the  application  of  the  pro- 
ceeds of  sale  to  the  payment  of  the  amount  then  due  upon  the  out- 
standing notes  and  coupons,  the  Trustee  in  its  own  name  and  as  trustee 
0^  an  express  trust  shall  be  entitled  to  enforce  payment  of  and  to  re- 
ceive all  amounts  then  remaining  due  and  unpaid  upon  any  and  all  of 
the  said  notes  then  outstanding  for  the  benefit  of  the  holders  thereof,  and 
shall  be  entitled  to  recover  judgment  against  the  Eailroad  Company  for 
any  amount  remaining  unpaid  upon  or  in  respect  to  the  said  notes  and 
coupons,   together   with   interest.      No   recovery   of   any  such   judgment  by 


BOND  ISSUES.  1393 

the  Trustee  and  no  levy  of  any  execution  upon  any  Huch  judgment  on 
property  subject  to  the  lien  of  this  indenture,  or  upon  any  other  property, 
shall  in  any  manner  or  to  any  extent  affect  the  lien  of  the  Trustee  upon 
the  trust  estate  or  any  part  thereof,  or  any  rights,  i)o\vers  or  remedied 
of  the  Trustee  hereunder,  or  any  rights,  powers  or  remedies  of  the  hoM- 
ers  of  said  notes;  but  such  lien,  rights,  powers  and  remedies  shall  con- 
tinue unimpaired  as  before.  Any  money's  collected  by  the  Trustee  under 
this  section  shall  be  applied  by  the  Trustee  in  the  same  order  and  in  tiie 
same  manner  as  the  proceeds  resulting  from  any  sale  of  the  trust  es- 
tate as  provided   in  section   1   of  this  article. 

ARTICLE    SEVENTH. 

Section  1.  All  remedies  conferred  by  this  indenture  shall  be  deemed 
cumulative  and  not  exclusive,  and  shall  not  be  so  construed  as  to  deprive 
the  Trustee  of  any  legal  or  equitable  remedy  by  judicial  proceedings 
appropriate  to  enforce  the  conditions,  covenants  and  agreements  of  this 
indenture. 

Section  2.  Nothing  in  this  indenture  or  in  the  notes  to  be  issued 
hereunder  expressed  or  implied  is  intended  or  shall  be  construed  to  give 
to  any  person  or  corporation  other  than  the  parties  hereto  and  the  owners 
and  holders  of  the  said  notes  any  legal  or  equitable  right,  remedy  or 
claim  under  or  in  respect  of  this  indenture,  or  any  recital,  covenant  or 
condition  herein  contained;  all  the  recitals,  covenants  and  conditions  of 
this  indenture  and  of  the  said  notes  being  intended  to  be  and  being  for 
the  sole  and  exclusive  benefit  of  the  parties  hereto  and  of  the  holders  of 
the  said  notes. 

Section  3.  Anything  in  this  indenture  contained  to  the  contrary  not- 
withstanding, the  holders  of  a  majority  in  amount  of  the  said  notes  then 
outstanding  shall  have  the  right  from  time  to  time,  if  they  so  elect,  and 
manifest  such  election  by  instrument  in  writing  executed  and  delivered  to 
the  Trustee,  to  direct  and  control  the  method  and  place  of  conducting 
any  and  all  proceedings  for  any  sale  of  any  of  the  property  held  here- 
under or  for  the  foreclosure  of  this  indenture  or  any  other  action  or  pro- 
ceeding   hereunder. 

Section  4.  No  recourse  under  or  upon  any  obligation,  covenant  or  agree- 
ment contained  in  this  indenture,  or  in  any  note  issued  hereunder  or  un- 
der any  judgment  obtained  against  the  Bailroad  Company  or  otherwise, 
shall  be  had  against  any  stockholder,  officer  or  director  of  the  Eailroa<l 
Company  or  of  any  successor  corporation,  either  directly  or  through  the 
Railroad  Company,  by  enforcement  of  any  assessment  or  by  any  legal  or 
equitalile  proceeding,  or  by  virtue  of  any  statute  or  otherwise.  This  in- 
denture and  the  obligations  hereby  secured  are  solely  corporate  obligations, 
and  no  personal  lialiility  whatever  shall  attach  to  or  be  incurred  by  the 
stockholders,  directors  or  officers  of  the  Railroad  Company,  or  of  any 
successor  corporation,  or  any  of  them,  under  or  by  virtue  of  any  obli- 
gations, covenants,  or  agreements  cqntained  in  this  indenture,  or  in  any 
of  the  notes  or  coupons  herein  provided  for;  nor  shall  any  personal  lia- 
bility be  implied  therefrom,  and  any  and  all  personal  liability  of  any 
name  and  nature,  whether  at  common  law  or  in  equity,  or  by  statute  or 
constitution,   of   every   such   stockholder,   officer   or   director,    is   hereby   ex- 


1394     COKPORATION  FORMS  AND  PRECrTDENTS. 

pressly   waived  as  a  condition  of  an'I  consideration  lor  the  execution  oi 
this  indenture  and  of  the  issue  of  said  notes  and  coupons, 

ARTICLK    KICIITH. 

No  holder  of  any  note  issued  hereunder  shall  have  the  right  to  insti- 
tute any  suit,  action  or  proceeding  at  law  or  in  equity  upon  or  in  respect 
of  this  indenture,  or  for  tiie  execution  of  any  trust  or  power  herein,  or 
for  any  other  remedy  under  or  upon  this  indenture,  unless  such  holder  shall 
previously  have  given  to  the  Trustee  written  notice  of  an  existing  default 
and  of  the  continuance  thereof  for  the  period  hereinbefore  provided;  nor 
unless  also  such  holder  or  holders  shall  have  tendered  to  the  Trustee 
security  and  indemnity  satisfactory  to  it  against  all  costs,  expenses  and 
liabilities  Avhich  may  be  incurred  in  or  by  reason  of  such  action,  suit  or 
proceeding;  nor  unless,  also,  the  holders  of  twenty-five  per  cent,  in 
amount  of  the  said  notes  then  outstanding  shall  request  the  Trustee 
in  writing  to  take  action  in  respect  to  such  default ;  and  such  notification, 
request  and  offer  of  indemnity  are  hereby  declared,  in  every  such  case, 
at  the  option  of  the  Trustee,  to  be  conditions  precedent  to  the  execution 
of  the  powers  and  trusts  of  this  indenture,  and  to  any  action  or  cause  of 
action  for  foreclosure  or  for  any  other  remedy  hereunder;  it  being  un 
derstood  and  intended  that  no  one  or  more  holders  of  the  said  notes  shall 
have  any  right  in  any  manner  whatever  to  affect,  disturb  or  prejudice 
the  lien  of  this  indenture  by  his  or  their  action,  or  to  enforce  any  right 
hereunder,  except  in  the  manner  herein  provided,  and  that  all  proceedings 
hereunder  shall  be  instituted,  had  and  maintained  in  the  manner  herein 
provided  and  for  the  equal  benefit  of  all  holders  of  the  outstanding  notes. 
The  Trustee  shall  not  be  bound  to  act  upon  any  instrument  or  instruments 
purporting  to  be  executed  by  holders  of  outstanding  notes  unless  the 
facts  of  such  holding  and  execution  shall  be  established  in  the  manner 
hereinafter   provided. 

ARTICLE     NINTH. 

Any  request  or  other  instrument  required  by  this  indenture  to  be  signed 
or  executed  by  holders  of  the  outstanding  notes  may  be  in  any  number  of 
concurrent  instruments  of  similar  tenor,  and  may  be  executed  by  such 
noteholders  in  person  or  by  an  agent  or  attorney  appointed  by  an  instru- 
ment in  writing.  Proof  of  the  execution  of  any  such  request  or  other 
instrument  or  of  a  -jvriting  appointing  any  such  agent  or  attorney  or  of 
the  holding  of  notes  by  any  person,  shall  be  sufficient  for  any  purpose 
of  this  indenture,  and  shall  be  conclusive  in  favor  of  the  Trustee  with 
regard  to  any  action  ta':en  by  the  Trustee  under  such  request  or  other 
instrument,  if  made  in  the  following  manner,  viz.:  (a)  the  fact  and 
date  of  the  execution  by  any  person  of  any  such  request,  or  of  any  other 
instrument  in  writing,  may  be  proved  by  the  certificate  of  any  notary 
public  or  other  officer  authorized  to  take,  either  within  or  without  the 
State  of  New  York,  acknowledgments  of  deeds  to  be  recorded  in  said 
State,  certifying  that  the  person  signing  such  request  or  other  instru- 
ment acknowledged  to  him  the  execution  thereof;  or  by  the  affidavit 
of  a  witness  to  such  execution  sworn  to  before  a  like  officer;  (b)  the 
amount  and  serial  numbers  of  the  notes  held  by  any  person  signing  any 
such  request  or  other  instrument  as  noteholder,  and  the  date  of  his 
holding   the   same,   may  be   proved  by  a   certificate  executed  by  any  trust 


BOND  ISSUES.  1395 

company,  l)ank  or  other  depositary  (wheresoever  siliiatcii;,  whose  eer 
tificate  shall  be  deemed  satisfactory  by  the  Trustee,  showing  that  at 
the  date  therein  mentioned  such  person  luid  on  dei)0sit  with  such  de- 
positary,  or  exhibite<l   to   it,   the   notes  described    in   such   certificate. 

ARTICLE   TKNTH. 

So  long  as  no  default  exists  iu  respect  to  any  of  the  covenants,  stipu- 
lations and  conditions  herein  set  forth  on  the  part  of  the  Kailroad 
Company  to  be  done,  performed  and  observed,  the  Trustee,  sul)ject  to 
the  provisions  of  this  Article  Tenth,  shall  from  time  to  time  release  from 
the  lien  of  this  indenture  and  shall  deliver  to  or  upon  the  order  of 
the  Kailroad  Company,  any  of  the  bonds  pledged  with  and  held  by  the 
Trustee  under  this  indenture,  upon  the  written  request  of  the  Railroad 
Company  therefor,  authorized  by  a  resolution  of  its  Board  of  Directors, 
or  the  Executive  Committee  of  said  Board,  a  copy  of  which,  certified 
by  the  Secretary  or  an  Assistant  Secretary  of  the  Railroad  Company 
under  its  corporate  seal,  shall  be  delivered  to  the  Trustee. 

No  such  release  or  delivery  shall  be  made  unless  there  shall  be  de- 
livered to  and  deposited  with  the  Trustee  either  (1)  an  amount  in  cash 
equal  to  seventy  per  cent,  of  the  aggregate  principal  amount  at  face  value 
of  the  bonds  the  release  and  delivery  of  which  shall  be  requested;  or 
(2)  notes  issued  hereunder  to  an  amount  equal  at  face  value  to  seventy 
per  cent,  of  the  aggregate  principal  amount  at  face  value  of  the  bonds 
the  release  and  delivery  of  which  shall  be  requested.  Any  notes  de- 
livered to  the  Trustee  as  above  provided  shall  be  in  negotiable  form  and 
shall  bear  all  unmatured  coupons  appertaining  to  the  same  thereto  at- 
tached. 

Any  funds  received  by  the  Trustee  under  the  provisions  of  this  Ar- 
ticle shall  be  applied  to  the  payment  and  redemption  of  the  notes  is- 
sued and  outstanding  under  this  indenture  in  the  manner  provided  by 
Article  Second  hereof;  and  until  so  applied,  said  funds  shall  be  held 
by  the  Trustee  subject  to  the  trusts  in  this  indenture  declared  and  pro- 
vided as  part  of  the  security  for  the  payment  of  the  notes  issued  and 
outstanding    hereunder. 

Any  notes  received  by  the  Trustee  under  the  provisions  of  this  Article 
shall,  forthwith  upon  the  delivery  thereof  to  the  Trustee,  be  cancelled  by 
it  and  shall  be  delivered-  by  the  Trustee  to  the  Railroad  Company  upon 
its  written  request  therefor. 

AKTICl.E   ELEVEXTII. 

The  Trustee  shall  be  under  no  obligation  to  see  to  the  filing,  regis- 
tration or  record  of  this  trust  indenture,  and  may  and  shall  authenticate 
and  deliver  the  notes  herein  provided  for  in  accordance  with  the  pro- 
visions hereof,  notwithstanding  this  trust  indenture  shall  not  have  been 
recorded. 

The  Trustee  shall  not  be  responsible  in  any  manner  whatsoever  for 
the  recitals  herein  or  in  the  notes  issued  hereunder,  all  of  which  are  made 
solely  by  the  Railroad  Company;  nor  shall  the  Trustee  be  concerned  with 
or  accountable  for  the  use  of  any  of  the  said  notes  delivered  to  the  Rail- 
road  Company  or   for  the   application  of  the  proceeds   thereof. 

The    Trustee    shall    not    be    answerable    for    the    default    or    misconduct 


1396    CORPORATION  FORMS  AND  PRECEDENTS. 

of  any  ageut  or  attorney  appointed  by  it  in  pursuance  hereof,  if  such 
agent  or  attorney  shall  have  been  selected  with  reasonable  care,  nor  for 
anything  whatever  in  connection  with  this  trust,  except  wilful  miscon- 
duct or  gross  negligence.  The  Trustee  may  act  upon  any  instrument  or 
paper  believed  by  it  in  good  faith  to  be  genuine  and  to  be  signed  by  the 
proper  party  or  parties,  and  shall  be  fully  protected  for  any  action 
taken  or  suffered  by  it  in  reliance  thereon. 

The  Trustee  shall  not  be  under  any  obligation  to  give  any  notice  of 
the  existence  of  this  trust  indenture  to  any  person  whomsoever,  or  to 
take  any  action  toward  the  execution,  enforcement  or  protection  of  the 
trusts  hereby  created  which  in  its  opinion  would  be  likely  to  involve  it 
in  expense  or  liability,  unless  indemnified  to  its  satisfaction;  nor  shall  the 
Trustee  be  required  to  take  notice  of  any  default  hereunder,  and  may 
for  all  purposes  conclusively  assume  that  there  has  been  no  default  here- 
under, unless  and  until  notified  in  writing  of  such  default  by  the 
holders  of  at  least  five  per  cent,  in  amount  of  the  notes  issued  hereunder 
then  outstanding,  which  notice  shall  distinctly  specify  the  default  de- 
sired to  be  brought  to  the  attention  of  the  Trustee,  nor  to  take  any  action 
in  respect  of  any  such  default  unless  requested  by  an  instrument  in 
Mriting  signed  by  the  holders  of  not  less  than  twenty-five  per  cent,  in 
amount  of  the  said  notes,  then  outstanding;  and  if,  in  its  opinion,  such 
action  or  proceeding  may  involve  it  in  expense  or  liability,  unless  and 
until  tendered  reasonable  security  and  indemnity  as  aforesaid,  anything 
herein  contained  to  the  contrary  notwithstanding;  but  neither  any  such 
notice  or  request  nor  this  provision  therefor  shall  affect  any  discretion 
herein  given  to  the  Trustee  to  determine  whether  or  not  the  Trustee 
shall  take  action  in  respect  of  such  default,  or  to  take  action  without 
such  request. 

The  Trustee  shall  be  entitled  to  reasonable  compensation  for  all 
services  rendered  by  it  in  the  execution  of  the  trusts  hereby  created,  and 
shall  be  entitled  to  reimbursement  and  indemnification  against  any  and 
all  liabilities  or  damages  it  may  incur  in  the  premises,  and  such  com- 
pensation, reimbursement  and  indemnification,  as  well  as  all  reasonable 
expenses  necessarily  incurred  by  the  Trustee  hereunder  the  Eailroad 
Company  agrees  to  pay,  and  until  the  payment  thereof  the  trust  estate 
is  hereby  charged  with  the  payment  of  the  same  in  full  prior  to  any  pay- 
ment therefrom  of  or  on  account  of  the  notes  issued  hereunder,  whether 
for  principal  or  for  interest. 

The  Trustee  from  time  to  time  under  this  indenture  may  acquire  and 
own  notes  issued  hereunder  with  the  same  rights  which  it  might  have  if 
not  Trustee. 

The  Trustee  may  consult  with  counsel  and  shall  be  protected  in  any 
action  taken  or  suffered  by  it  in  good  faith  in  accordance  with  the 
opinion  of  its  said  counsel. 

AKTICLE   TWELFTH. 

The  Trustee  or  any  successor  may  resign  and  discharge  itself  of  the 
trusts  created  Vjy  this  indenture,  by  executing  an  instrument  in  writing 
resigning  such  trusts,  by  filing  the  same  with  the  Eailroad  Company  at 
its  office  or  agency  in  the  City  of  New  York  three  months  (or  such 
shorter  time  as  may  be  accepted  by  the  Board  of  Directors  of  the  Bail- 


HOXD.  ISSUES.  1397 

road    Company    or    liy    llie    Exefutive    Committee    of    said    Board    as    ade 
quate)    before    su<h    resignation    shall    take    effect,    and    by    giving    notice 
of  such   resignation   by   i)ul)lication   at   least   once  a   week   for   two   succes- 
sive  weeks   in   a   daily   neusjiaper   of   general   circulation   published   in   the 
City   of    New   York. 

The  Trustee  or  any  successor,  with  the  written  consent  of  the  Kail- 
road  Company  if  at  the  time  it  be  not  in  default  hereunder  or  without 
such  consent  if  the  Railroad  Company  then  be  in  default  hereunder,  may 
be  removed  at  any  time  by  an  instrument  or  concurrent  instruments  in 
writing  executed  in  triplicate  by  the  holders  of  three-fourths  in  amount 
of  the  notes  issued  hereunder  and  then  outstanding,  appointing  a  suc- 
cessor to  the  trustee  so  removed  and  filed  with  the  Eailroad  Company,  with 
the  trustee  so  removed  and  with  the  successor  Trustee  so  appointed, 
respectively,  provided,  that  there  be  filed  at  the  same  time  with  the  Kaii- 
load  Company  and  with  the  Trustee  so  removed,  respectively,  an  instru- 
ment in  writing  executed  in  duplicate  by  the  successor  trustee  so  ap- 
pointed accepting  such  appointment,  and  that  there  be  paid  to  the  Trus- 
tee so   removed  all   moneys  then  due  to   it  hereunder. 

In  case  the  Trustee  or  any  successor  shall  at  any  time  resign  or  other- 
wise become  incapable  of  acting,  a  successor  or  successors  may  be  ap- 
jjointed  by  the  holders  of  a  majority  in  amount  of  the  notes  issued  here- 
under and  then  outstanding,  by  an  instrument  or  concurrent  instruments, 
executed  by  such  noteholders  or  their  attorneys  in  fact  duly  authorized, 
and  filed  with  the  successor  Trustee  so  appointed,  written  notice  of  such 
■ippointment  and  of  the  acceptance  thereof  being  given  by  the  succes- 
sor Trustee  to  the  Eailroad  Company.  Until  a  new  Trustee  shall  be  ap- 
pointed by  the  noteholders  as  herein  authorized,  it  shall  be  the  duty  of 
the  Railroad  Company,  by  an  instrument  executed  by  order  of  its  Board 
of  Directors  or  the  Executive  Committee  therof,  to  appoint  a  Trustee 
to  fill  a  vacancy  in  the  otSce  of  Trustee  hereunder.  The  Railroad  Com- 
pany shall  at  once  publish  notice  of  such  appointment  by  it  once  a 
week  for  four  successive  weeks  in  a  daily  newspaper  of  general  circula- 
tion published  in  the  City  of  New  York.  Any  new  trustee  so  appointed 
by  the  Railroad  Company  shall  immediately  and  without  further  act  be 
superseded  by  a  Trustee  appointed  in  the  manner  above  provided  by  the 
holders  of  a  majority  in  amount  of  the  notes  issued  hereunder  and  then 
outstanding. 

If  in  a  proper  case  no  appointment  of  a  successor  Trustee  shall  be  made 
pursuant  to  the  foregoing  provisions  of  this  article  within  two  months 
after  the  resignation  of  the  Trustee  or  any  successor  shall  have  taken 
effect  or  after  the  Trustee  or  any  successor  shall  have  become  incapable 
of  acting,  the  holder  of  any  note  issued  hereunder  or  any  retiring  Trustee 
may  apply  to  the  Supreme  Court  of  the  State  of  New  York,  in  and  for 
the  County  of  New  York,  to  appoint  a  successor  Trustee,  and  said  court 
may  thereupon,  after  such  notice,  if  any,  as  such  court  may  deem  proper 
and  prescribe,   appoint   a  successor  Trustee. 

Every  snch  Trustee  appointed  in  place  of  the  Trustee  herein  named,  or 
its  successor  in  the  trust,  shall  always  be  a  trust  company  in  good  stand- 
ing authorized  to  accept  such  trusts  and  carrying  on  business  in  the 
Borough  of  Manhattan,  in  the  City  of  New  Y'ork,  and  having  a  capital. 
undivided    profits    and    surplus    aggregating    at    least    $2,000,TlOO,    if    there 


1398    CORPORATION  FORMS  AND  PRECEDENTS. 

be  such  a  trust  company   willing  and   able  to  accept   the  trust  upon   rea- 
sonable or  customary   terms. 

Any  new  Trustee  appointed  hereunder  shall  execute,  acknowledge  and 
deliver  to  the  Trustee  last  in  office,  and  also  to  the  Kailroad  Company, 
an  instrument  accepting  such  appointment  hereunder,  and  thereupon  such 
new  Trustee  shall,  without  any  further  act,  deed  or  conveyance,  become 
vested  with  all  the  estates,  properties,  rights,  powers,  duties  and  trusts 
of  its  predecessor  in  the  trust  hereunder  with  like  effect  as  if  originally 
named  as  Trustee  herein;  but  the  Trustee  retiring  shall,  nevertheless,  on 
the  written  demand  of  the  new  Trustee,  and  upon  the  filing  with  it  of 
proof  of  the  due  appointment  of  such  new  trustee,  execute  and  deliver 
an  instrument  conveying  and  transferring  to  such  new  Trustee,  upon  the 
trusts  herein  expressed,  all  the  estates,  properties,  rights,  powers  and 
trusts  of  the  Trustee  so  retiring,  and  shall  duly  assign,  transfer  and  de- 
liver to  the  new  Trustee  so  appointed  in  its  place  all  properties  and 
moneys  held  by  it  under  this  indenture,  subject,  nevertheless,  to  the  re- 
tiring Trustee's  first  lien  on  all  the  mortgaged  and  pledged  properties 
and  money  for  its  reasonable  compensation  and  reimbursement  of  all  its 
costs  and  expenses  hereunder.  Should  any  deed,  conveyance  or  instru- 
ment in  writing  from  the  Kailroad  Company  be  required  by  any  new  Trus- 
tee for  more  fully  and  certainly  vesting  in  and  confirming  to  such  new 
Trustee  the  said  estates,  properties,  rights,  powers,  trusts  and  duties, 
then  any  and  all  such  deeds,  conveyances  and  instruments  in  writing 
shall,  on  request  of  such  new  Trustee,  be  made,  executed,  acknowledged 
and    delivered    by    the    Eailroad    Company. 

In  Witness  Whereof,  The  ^iinneapolis  and  St.  Louis  Eailroad  Com- 
pany has  caused  these  presents  to  be  executed  in  its  corporate  name  and 
on  its  behalf  at  the  City  of  New  York  by  its  President  or  one  of  its 
Vice-Presidents  and  its  corporate  seal  to  be  hereto  affixed  and  attested 
by  its  Secretary  or  an  Assistant  Secretary,  and  the  Central  Trust  Com- 
pany of  New  York  in  token  of  its  acceptance  of  the  trusts  hereby  created 
has  caused  these  presents  to  be  executed  in  its  corporate  name  and  on 
its  behalf  by  its  President  or  one  of  its  Vice-Presidents  and  its  cor- 
Dorate  seal  to  be  hereto  affixed  and  attested  by  its  Secretary  or  an  As- 
sistant Secretary,  all  as  of  the  day  and  year  first  above  written. 
The  Minneapolis  and  St.  Louis  Railroad  Company, 

By 

[Corporate  Seal]  Vice-President. 

Attest :    

Secretary. 
Central  Trust  Company  of  New  York, 

By 

[Corporate  Seal]  Vice-President. 

Attest :    

Secretary. 
(Acknowledgments   of  both    parties.) 

S-!e  for  other  forms  relative  to  short  term  notes,  Forms  1.597,  1615,  1G84, 
1685,  supra. 


BOND  ISSUES.  1399 

Form  1699. 

NOTICE  OF  ELECTION  TO  PAY  OFF  PORTION  OF  OUT- 
STANDING NOTES,  AND  OFFER  OF  EXCHANGE 
OF  NEW  NOTES  FOR  RESIDUE. 

To  the  Ilol.lcrs  of  $4,(J()(),(JUi)  of 

The    Minneapolis    &    St.    Louis    Railroad    Company 

5%  Gold  Notes,  Due  February  1,  1913. 

Holders  of  the  above-mentioned  Notes  are  hereby  notified  that  this 
Company  has  decided  to  pay  off  at  maturity  .$1,()0(»,()00  par  value  thereof, 
and  to  offer  in  exchange  for  the  remaining  $.j,0()U,000  par  value  thereof 
new  Notes  of  like  amount  maturing  February  1,  1914,  with  interest  at 
6%  per  annum,  payable  semi-annually,   February  1st  and  August  1st. 

The  $3,000,000  new  Notes  will  be  secured  by  the  deposit  of  $6,000,000  of 
The  Minneapolis  &  St.  Louis  Railroad  Company  Refunding  and  Extension 
Mortgage  5%  Gold  Bonds,  due  Feb.  1,  1962. 

The  new  Notes  may  be  redeemed  at  any  time  at  par  and  interest,  at 
the  Company's  option,  upon  sixty  days'  previous  notice. 

A  cash  payment  of  $15  in  respect  of  each  $1,000  Note  exchanged  will 
be  made  to  holders  accepting  the  extension. 

Holders  of  the  above-mentioned  Notes  who  desire  to  avail  themselves 
of  the  privilege  of  extension  on  the  above-mentioned  terms  must,  on  or 
before  January  24,  1913,  deposit  same  (ex  February  1,  1913,  coupons) 
with  Messrs.  Speyer  &  Co.,  New  York,  against  Temporary  Receipts,  ex- 
changeable for  the  Definitive  New  Notes  on  or  about  February  1,  .1913, 
when  the  payment  of  $15  per  $1,000  Note  will  be  made.  The  right  is 
reserved  to  withdraw  the  ^bove  offer  at  any  time  without  previous  notice. 

Notes  not  deposited  for  extension  as  above  will  be  paid  at  maturity  at 
the  otlice  of  the  Central   Trust   Company  of   New  York. 

Copies  of  the  Trust  Indenture  securing  the  New  Notes  may  be  obtained 
upon   application. 

The    Minneapolis    &    St.    Louis    Railroad    Co., 

By  F.  H.  Davis, 
New  York,  January  8,  1913.  Vice-Pres.  &  Treasurer. 

Referring  to  the  foregoing  notice,  we  are  now  prepared  to  accept  de- 
posit of  the  Notes,  and  will,  on  behalf  of  The  Minneapolis  &  St.  Louis 
Railroad  Company,  simultaneously  with  the  delivery  of  the  new  Notes, 
make  the  above  mentioned  cash  payment  of  $15  in  respect  of  each  $1,000 
Note  extended. 

Speyer   &    Co. 

New   York,  .January  8,   1913. 

See  next  preceding  form. 

Form  1700. 
SUPPLEMENTAL  MORTGAGE. 

This  Indenture,  dated  the  thirtieth  day  of  November  in  the  year  1904, 
between  Corporation,  a  corporation  organized  and  ex- 
isting under  the  laws  of  the  State  of  New  .Jersey  (hereinafter  termed 
the  " Company"),  party  of  the  Firat  Part;  and  Mort- 
gage  and   Trust   Company,   a   corporation   existing   under   the   laws   nf   the 


1400    CORPORATION  FORMS  AND  PRECEDENTS. 

State  of  New  York  (hereinafter  termod  the  "Trustee"),  party  of  the 
Second  Part ; 

"Whereas,  by  Indentine  of  Mortgage  and  Peed  of  Trust  (hereinafter 
called  the  Mortgage)   bearing  date  the  :21st  day  of  May,  A.  D.  1904,  and 

made    between    the    Company    and    Trust    Company    as 

"Trustee,  the   Company  bargained,  sold,  assigned,  transferred  and  set  over 

unto    Trust   Company   as   Trustee,   and   its   successors   in 

the  trust  thereby  created,  all  its  right,  title  and  interest  in  the  bonds, 
shares  and  stock  and  other  securities  in  the  said  indenture  more  fully 
set  out  and  described,  to  secure  an  issue  of  Forty  Year  Five  Per  Cent. 
Gold  Bonds,  limited  to  the  princi]>al  amount  of  $10,000,000,  at  any  time 
outstanding;    and 

Whereas,  at  the  date  of  the  execution  of  the  said  Mortgage  and  deed 
of  trust  it  was  the  intention  of  the  Company  that  said  bonds  should  also 
be  secured  by  a  first  mortgage  upon  the  lands  and  premises  hereinafter 
described  (hereinafter  called  the  mortgaged  premises)  or  the  securities 
representing  the  said  lands  and  premises;   and 

Whereas,  at  the  time  of  the  execution  of  the  mortgage  the  Company 
was  unable  to  acquire  the  title  to  the  said  lands  and  premises,  or  to  make 
title  thereto  to  the  Trustee  under  the  Mortgage;   and 

Whereas,  the  said  Company  has  now  acquired  title  to  the  said  lauds 
and  premises  and  has  agreed  to  grant  and  mortgage  the  same  as  additional 
security  for  the  issue  of  the  said  $10,000,000  Forty  Y^ear  Five  Per  Cent. 
Gold  Bonds;   and 

Whereas,    the    said    Trust   Company   has    resigned   its 

position  as  Trustee  under  the  ^Mortgage  and  the  Trustee,  the  party  hereto 
of  the  second  part,  has  been  appointed  Trustee  in  the  place  and  stead  of 
said  Trust  Company,  pursuant  to  the  terms  of  the  Mort- 
gage, and  the  Trustee  has  duly  accepted  such  trust,  and  is  now  acting  as 
such  Trustee;   and 

Whereas,  at  a  meeting  of  the  stockholders  of  the  Company,  duly  called 
and  held,  the  holders  of  all  the  outstanding  stock  of  the  Company,  by 
their  votes  duly  authorized  the  execution  of  this  indenture,  and  the  (Ter- 
tification  of  the  bgnds  secured  by  the  mortgage,  and  by  this  indenture; 
and 

Whereas,  at  a  meeting  of  the  Board  of  Directors  the  said  Board  of 
Directors  duly  did  resolve  that  on  behalf  of  the  Company  this  indenture 
be  executed  by  its  President  or  any  Vice-Precident,  that  the  corporate 
seal  be  affixed  thereto,  and  be  attested  by  the  Secretary  or  any  Assistant 
Secretary,  and  this  indenture  be  acknowledged  and  delivered  to  the 
'. Mortgage  and  Trust  Company;  and 

Whereas,  all  the  facts  and  things  prescribed  by  law  or  by  by-law  of  the 
Company  as  a  condition  precedent  to  the  execution  of  this  indenture  and 
issue  of  the  said  Forty  Year  Five  Per  Cent.  Gold  Bonds  have  been  duly 
performed,  and  the  Company,  in  the  exercise  of  each  and  every  legal  right 
and  power  in  it  vested,  has  executed  this  indenture  and  has  issued  and 
delivered  to  the  Trustee  for  certification  the  said  bonds  authorized  and 
secured  by  this  supplemental  Indenture  hereinafter  called  "First  INIort- 
gage  and   Collateral   Trust  Forty  Year  Five   Per  Cent.  Gold  Bonds." 

Now,  therefore,  this  Indenture  witn(?sseth,  that  in  consideration  of  the 
premises  and   as  security   for  the  payment   of  the  principal   and  interest 


BOND  ISSUES.  1401 

of  all  siifh  First  Mortgajje  and  Collateral  Trust  Forty  Year  Five  Per 
Cent.  Cold  Hunds  of  the  Company  at  any  time  outstanding  under  the 
Alortgaye,  according  to  their  tenor,  purport  and  effect,  and  as  additional 
security  for  the  due  pert'ormance  and  observance  of  all  the  trusts,  ternia, 
provisos  and  conditions  therein  and  in  the  mortgage  and  herein  contained, 
and  for  and  in  consideration  of  the  premises,  and  of  the  acceptance  or 
purchase  of  the  said  bonds  by  the  respective  holders  thereof  and  of  the 
sum  of  one  dollar  of  lawful  money  to  it  duly  paid  by  the  Trustee  at 
or  before  the  ensealing  and  delivery  of  these  presents,  the  receipt  whereof 
is   hereby   acknowledged. 

The  Company  has  granted,  bargained,  sold,  released,  conveyed,  con- 
firmed, assigned,  transferred  and  set  over,  and  by  these  presents  doth 
grant,  bargain,  sell,  release,  convey,  confirm,  assign,  transfer  and  set 
over  unto  the  Trustee,  its  successor  or  successors  in  the  trust  and  its  and 
their  assigns  forever,  all  of  the  estate,  right,  title,  interest,  property,  pos- 
session, claim  and  demand  whatsoever  which  the  Company  has  or  is  en- 
titled to  or  may  hereafter  acquire,  in,  to  or  concerning  all  and  singular 
those  certain  jiarcels  or  tracts  of  land  and  premises  situate,  lying  and  be- 
ing in  the  ,  in  the  State  of ,  one  of 

the  United  States  of  America,  more  particularly  described  as   follows: 

(Description   omitted.) 

Together  with  all  and  singular  the  tenements,  hereditaments  and  ap- 
purtenances thereto  or  to  any  thereof  belonging  or  in  any  wise  thereto 
appertaining,  and  reversions,  remainders,  tolls,  incomes,  rents,  issues  and 
profits  thereof,  and  also  all  the  estate,  right,  title,  interest,  property,  pos- 
session, claim  and  demand  whatsoever,  as  well  in  law  as  in  equity  of  the 
Company  and  in  and  to  the  same  and  any  and  every  part  thereof,  and  all 
its  rights,  privileges,  immunities  and  franchises  of  every  sort  and  de- 
scription. 

To  have  and  to  hold  all  and  singular  the  said  lands  and  premises,  and 
the  estate,  right,  title,  interest,  property,  possession,  claim  and  demand  as 
aforesaid,  hereby  granted  or  mentioned,  or  intended  to  be,  with  the  ap- 
purtenances unto  the  Trustee,   its  successors  and  assigns  forever. 

But  in  trust  nevertheless  under  and  subject  to  the  conditions  and  pro- 
visions in  the  Mortgage  for  the  equal  and  proportionate  benefit  and  se- 
curity of  all  the  present  and  future  holders  of  the  bonds  and  interest 
obligations-  due  under  and  secured  by  the  Mortgage,  and  for  the  enforce- 
ment of  the  payment  of  such  bonds  and  interest  obligations  when  pay- 
able, in  accordance  with  the  provisions  of  such  bonds  and  interest  obli- 
gations, and  of  the  Mortgage,  and  of  this  Indenture,  without  preference, 
priority,  or  distinction  as  to  lien  or  otherwise  of  any  one  bond  over  any 
other  bond  by  reason  of  priority  in  the  issue  or  negotiation  thereof,  or 
by  reason  of  any  other  cause;  and  after  payment  of  the  principal  and 
interest  of  such  bonds  and  interest  obligations,  or  after  provision  for 
the  satisfaction  thereof,  as  hereinafter  authorized,  and  as  by  the  Mort- 
gage authorized,  then  upon  the  further  trusts  in  the  Mortgage  and  herein 
more   fully   set   forth.       .  . 

ARTICLE   I. 

• 

It  is  hereby  covenanted  and  dcflarod  that  this  Indenture  is  given  as 
collateral  and  additional  security  to  said  Mortgage  and  Deed  of  Trust 
dated   the   21st   day   of   May,    1904,  given   by   the    Cor- 


1402  CORPORATION  FORMS  AND  PRECEDENTS. 

poration  to   Trust  Company  to  secure  an  issufe  of  $10,000,000 

Five  Per  Cent.  Forty  Year  Gold  Bouds,  aud  that  all  the  covenants,  pro- 
visos, powers,  conditions  and  trusts  contained  in  the  Mortgage,  except 
Article  Vll  thereof,  shall  apply  to  and  govern  the  rights  created  here- 
under and  the  security  conveyed  hereby  as  fully  and  etfectually  and  to 
the  same  extent  and  in  the  same  manner  as  if  all  the  said  covenants,  pro- 
visos, powers,  conditions  and  trusts  had  been  here  fully  set  forth. 

ARTICLE     II. 

It  is  covenanted  and  agreed  that  any  bonds  hereafter  issued  or  cer- 
tified under  and  secured  by  the  Mortgage  and  by  this  Supplemental 
Indenture,  may  be  entitled  and  described  as  "First  Mortgage  and  Col- 
lateral Trust  Forty  Year  Five  Per  Cent.  Gold  Bonds."  It  is  further 
covenanted   and   agreed   that   the   certificate   on   said  bonds  to  be  executed 

by  the   IMortgage  and  Trust  Company,  as  Trustee,  shall 

be   substantially   in   the   form   following,   viz.: — 

"This  is  to  certify  that  this  Bond  is  one  of  the  Bonds  described  in 
"the   within   mentioned    Indenture   dated   ]\lay   21,   1904,   executed   by   the 

< ' Corporation,  to  the    Trust   Company,  as 

"Trustee,  under  which  Indenture  the  undersigned  has  been  substituted  as 
"Trustee,   and    is   one   of   a   series   of   Bonds,   also   referred  to   in   an   In- 

' '  denture  dated  November  30th,  1904,  executed  by  the  

"Corporation  to  the  undersigned  as  Trustee,  as  additional  security  for 
"the  payment  of  the  principal  and  interest  of  this  Bond,  and  the  other 
"Bonds  of  said  series. 

" Mortgage  and  Trust  Company, 

"Trustee 

"By , 

' '  Secretary. ' ' 

Such  certificate  may  be  signed  on  behalf  of  the  Trustee  by  the  President 
or  any  Vice-President,  or  by  the  Secretary  of  the  Trustee,  with  like  effect 
as  though  the  Bond  on  which  such  certificate  is  endorsed  were  authenti- 
cated by  a  certificate  in  the  identical  words  set  forth  in  the  Mortgage. 

ARTICLE   III. 

Until  the  happening  of  one  or  more  of  the  events  of  default  specified 
in  the  Mortgage,  the  Company,  its  successors  and  assigns  shall  be  en- 
titled to  retain  possession  of  the  mortgaged  premises  conveyed  by  this 
Supplemental  Indenture,  to  operate  and  use  the  same,  and  receive  and  enjoy 
the  earnings,  income  and  profits  thereof. 

ARTICLE   IV. 

Section  1.  If  one  or  more  of  the  events  of  default  mentioned  and  set 
forth  in  the  Mortgage  shall  happen,  the  Trustee  personally,  or  by  its  at- 
torneys or  agents  may  forthwith  enter  into  and  upon  all  or  any  part  of 
the  mortgaged  premises  conveyed  by  this  Indenture,  and  each  and  every 
part  thereof,  and  may  exclude  the  fompffny,  and  its  agents  and  servants 
wholly  therefrom,  and  having  and  holding  the  same  may  use,  operate,  man- 
age and  control  said  lands  and  premises  and  other  property,  and  regu- 
late and  conduct  the  business  thereof,  either  personally,  or  by  superin- 
tendents,   managers,    receivers,    agents,    servants    or    attorneys    to    the   best 


BOND  ISSUES.  1403 

advantage  of  the  liolileis  of  said  lujiids  to  the  fullest  extent  authorized 
by  law. 

Section  li.  Upon  every  siah  entry  the  Trustee  may  from  time  to  time, 
at  the  expense  of  the  Trust  Estate  conveyed  hereby,  either  by  purchase, 
repair  or  construction  maintain  and  restore  and  may  insure  and  keep  in- 
sured in  the  same  manner  and  to  the  same  extent  as  is  usual,  the  stock, 
tools,  machinery  and  other  property,  buildings  and  structures,  erected  or 
provided  for  use  in  connection  with  the  said  mortgaged  i)ren)ises,  and  of 
which  it  shall  become  possessed  as  aforesaid;  and  likewise  from  time  to 
time  at  the  expense  of  the  said  Trust  Estate  make  all  necessary  or  proper 
repairs,  renewals,  replacements,  alterations,  addition,  betterments  and  im- 
provements thereto  and  thereon  as  to  it  may  seem  judicious.  The  Trustee 
in  case  of  such  entry  shall  have  the  right  to  manage  the  said  mortgaged 
premises,  and  to  carry  on  the  business  and  to  exercise  all  the  rights  and 
powers  of  the  Company,  either  in  the  name  of  the  Company  or  otherwise 
as  the  Trustee  may  deem  best,  and  shall  be  entitled  to  collect  and  receive 
all  earnings,   incomes,  rents,  ii?suos  and  profits  of  the   Mortgage. 

Section  3.  After  deducting  the  expenses  of  operating  said  mortgaged 
premises  as  aforesaid  and  conducting  the  business  thereof,  and  of  all  re- 
pairs, maintenance,  renewals,  replacements,  alterations,  additions,  better- 
ments and  improvements,  and  all  payments  which  may  be  made  for  taxes, 
assessments,  insurance  or  other  proper  charges  upon  the  mortgaged  prem- 
ises, or  any  part  thereof,  as  well  as  just  and  reasonable  compensation  for 
its  own  services,  and  for  the  service  of  all  counsel,  agents  and  employees  by 
it  properly  engaged  and  employed,  it  shall  apply  the  moneys  arising  as 
aforesaid,  and  other  not  income  from  the  said  Trust  Estate,  for  the  pur- 
pose and  in  the  manner  set  out  and  provided  in  Section  7  of  Article  V.  of 
the  Mortgage. 

Section  4.  The  Company,  its  successors  or  assigns,  upon  the  happening 
of  one  or  more  of  the  events  of  default  mentioned  and  set  forth  in  the 
mortgage,  shall  and  will  immediately  upon  demand  made,  deliver,  sur- 
render and  yield  up  to  the  Trustee  the  premises  mortgaged  by  this  In- 
denture, which  Trustee  is  hereby  constituted  its  and  their  irrevocable  at- 
torney with  power  to  enter  upon  and  take  possession  of  the  mortgaged 
premises,  immediately  upon  the  happening  of  such  event  or  events  of  de- 
fault as  aforesaid;  such  entry  by  the  Trustee  into  the  said  mortgaged 
premises  shall  be  by  the  full  license  of  the  Company,  its  successors  and 
assigns,  and  the  Trustee  is  hereby  authorized  to  use  all  necessary  and  rea- 
sonable force  and  means  to  obtain  and  hold  such  possession  without  being 
compelled  to  resort  to  any  writ  of  entry  or  forcible  detainer  or  other 
legal  proceeding's. 

Section  5.  Upon  the  application  of  the  Trustee  and  with  the  consent 
of  the  Company,  if  an  event  of  default  shall  not  have  happened,  and 
without  such  consent  if  an  event  of  default  shall  have  happened,  a  re- 
ceiver or  receivers  may  be  appointed  to  take  possession  of  and  to  op- 
erate and  manage  the  whole  or  any  part  of  the  premises  mortgaged  by 
this  Indenture  wheresoever  the  same  may  be  situated,  with  all  the  rights, 
powers  and  duties  by  this  article  conferred  upon  the  Trustee,  and  the 
Company  shall  transfer  and  deliver  to  such  receiver  or  receivers  all  such 
premises  and  ]irojierty,  wheresoever  the  same  may  be  situated;  and  in 
everv  case  in  which  a  receiver  or  receivers  of  the  whole  or  any  part  of  the 


1404    CORPORATION  FORMS  AND  PRECEDENTS. 

said  mortgaged  premises  shall  be  appointed  under  this  article,  or  other- 
wise, the  Trustee  shall  be  entitled  to  receive  all  the  surplus  iucoiue  and 
profits  of  sueh  property  for  the  benefit  of  the  holders  of  the  said  bonds, 
and  the  Trustee  shall  apply  such  surplus  income  and  profits  to  the  Kame 
purposes  and  uses  as  money  received  by  the  Trustee  under  Article  Vil, 
of  the  Mortgage. 

ARTICLE   V. 

The  Trustee  may  at  its  discretion  accept  possession  of  the  premises 
mortgaged  by  this  Indenture,  although  one  of  the  events  of  default  afore- 
said shall  not  have  happened,  if  the  Company  shall  offer  to  give  up  pos- 
session thereof  to  the  Trustee,  and  may  thereupon  manage  and  operate 
the  said  mortgaged  premises  into  possession  of  which  it  shall  so  enter, 
and  collect  the  income  and  earnings  thereof,  and  apply  the  net  income 
and  earnings  thereof,  as  hereinbefore  provided.  In  case  of  any  entry  by 
the  trustee  into  the  said  mortgaged  premises,  after  the  happening  of  an 
event  of  default,  it  may  if  thereunto  requested  by  the  holders  of  two- 
thirds  in  amount  of  the  said  bonds  outstanding  to  be  evidenced  by  an  instru- 
ment in  writing  under  the  hands  of  such  holders  or  their  attorneys  there- 
unto duly  authorized,  accept  at  any  time  after  the  happening  of  an  event  of 
default  a  release  of  the  property  mortgaged  by  this  indenture  for  no  more 
than  the  sum  remaining  due  on  the  security  thereof,  and  thereafter  in  that 
event  shall  hold  the  said  Trust  Estate  conveyed  hereby  free  from  all  the 
trusts  hereof  for  the  common  benefit  of  all  owners  of  the  said  bonds  then 
outstanding  in  proportion  to  the  respective  interests  of  such  owners. 

ARTICLE  VI. 

Upon  the  written  request  of  the  Company,  by  order  of  its  Board  of 
Directors,  the  Trustee  shall  from  time  to  time  while  the  Company  is  in 
possession  of  the  mortgaged  premises  release  from  the  lien  and  operation 
of  this  indenture  any  part  of  the  premises  conveyed  by  this  indenture, 
and  then  subject  thereto,  provided  the  Company  shall  certify  to  the 
trustee  that  it  is  no  longer  necessary  or  expedient  to  retain  the  said 
mortgaged  premises,  or  the  part  thereof  sought  to  be  released,  for  the 
operation,  maintenance  or  use  in  the  business  of  the  Company,  but  no 
such  release  shall  be  made  unless  the  Company 

(1)   Shall   have  sold  the  property  so  to  be  released;   or 

(2^  Shall  have  contracted  to  sell  or  exchange  same  for  other  property; 
or 

(3)  Shall  have  dedicated  the  same  as  a  public  street,  or  to  some  other 
public   use,  with  or  without  some  valuable  consideration. 

Any  valuable  consideration  received  for  property  so  released  shall  be 
deposited  with  the  Trustee,  and  shall  be  applied  by  the  Trustee  to  the 
same  purposes  and  uses  as  money  received  by  the  Trustee  under  Article 
VIT.   of  the   Mortgage. 

The  Company  may  from  time  to  time  make  changes  or  alterations  in 
or  su})stitutions  of  any  and  all  leases  and  operating  contracts  Avliieh  may 
be  made  of  or  respecting  the  property  hereby  conveyed,  and  the  leases 
or  operating  contracts  so  substituted,  modified  or  altered  shall  forthwith 
become  bound  by  and  be  subject  to  the  terms  of  this  indenture  in  the  same 
manner   as  those   previously  existing. 

Section  2.     If  the  Trustee  shall  be  in  possession  of  the  premises  con- 


BOND  ISSUES.  1405 

veyed  by  this  Indenture  under  any  provision  of  this  indenture  then  all 
the  powers  conferred  upon  and  reserved  to  the  Company  by  this  article 
may  be  exercised  by  the  Trustee  in  its  discretion;  and  if  the  mortgage<l 
premises  shall  be  in  the  possession  of  a  receiver  or  receivers  lawfully 
appointed,  then  the  said  powers  may  be  exercised  by  such  receiver  or 
receivers   with   the  ai>proval   of  the  Trustee. 

A  certificate  under  the  corporate  seal  of  the  Company,  signed  by  the 
president  or  a  Vice-President  of  the  Company,  may  be  received  by  the 
Trustee  as  conclusive  evidence  of  any  of  the  facts  mentioned  in  this 
article,  which  must  be  estaVjlished  in  order  to  authorize  the  release  of  any 
jiropcrty  hereunder  and  shall  be  full  warranty  and  protection  to  the 
Trustee  for  its  action  on  the  faith  thereof. 

Section  3.  In  no  event  shall  any  purchaser  of  property  sold  or  disposed 
of  under  any  provision  of  this  article  be  required  to  see  to  the  api)li- 
cation   of  the   purchase   money. 

Section  4.  The  Company  while  in  possession  of  the  mortgaged  prem- 
ises hereby  conveyed  shall  also  have  full  power  from  time  to  time  in 
its  discretion  to  dispose  of  any  portion  of  the  equipment,  machinery, 
tools  and  implements,  at  any  time  held  subject  to  the  lien  of  this  in- 
denture, which  may  have  become  obsolete  or  otherwise  unfit  for  such 
use,  and  the  Company  hereby  agrees  to  replace  the  same  by  new  equipment, 
machinery,  tools  or  implements,  which  shall  become  subject  to  this  in- 
denture. 

ARTICLE  VII. 

Section  1.  The  Company  covenants  that  the  mortgaged  premises  and 
property,  and  each  and  every  part  thereof,  at  the  time  of  the  execution 
and  delivery  hereof,  are  free  from  any  lien  or  encumbrance  prior  to  the 
lien  of  this  indenture. 

Section  2.  The  Company  shall  and  will  promptly  pay  and  discharge 
all  taxes  and  assessments  upon  said  mortgaged  premises  and  shall  not 
create  or  suffer  to  be  created  any  mechanic's,  laborer's  or  other  lien  or 
charge  whatsoever  upon  the  mortgaged  premises  or  any  part  thereof  prior 
to  the  lien  of  this  indenture;  or  do  or  suffer  to  be  done  any  matter 
or  thing  whereby  the  lien  or  security  of  these  presents  may  be  impaired. 

Section  3.  The  Company  shall  properly  maintain  the  mortgaged  prem- 
ises and  all  property  at  any  time  covered  by  this  indenture,  repairing, 
renewing  and  replacing  the  same  as  may  be  necessary,  and  shall  properly 
preserve  the  franchises,  rights  and  privileges  relating  thereto,  and  shall 
keep  all  buildings,  plant  and  machinery  at  any  time  covered  by  this 
Mortgage  properly  insured  against  loss  or  damage  by  fire,  and  shall 
exhibit  the  policies  and  the  receipts  for  the  payment  of  premiums  to  the 
trustee  on  request.  Should  the  Company  faU  to  effect  such  insurance, 
the  trustee  may  insure  such  property  in  like  manner.  The  proceeds  of  any 
policy  of  insurance  shall  be  applied  by  the  Company  to  the  replacement 
or  reconstruction  of  the  destroyed  or  damaged  property,  or  otherwise 
for  the  benefit  of  the  mortgaged  premises. 

Section  4.  The  Company,  its  successors  and  assigns,  from  time  to 
time,  on  written  demand  of  the  Trustee  or  its  successors,  will  make,  do, 
execute,  acknowledge  and  deliver  all  such  further  acts,  deeds,  conveyances 
and  assurances  as  may  be  reasonably  required  for  effectuating  the  inten- 
tion   of    these   presents,    and    for   better    assuring    or    confirming   unto   the 


1406    CORPORATION  FORMS  AND  PRECEDENTS. 

Trustee  and  its  successor  in  the  trust  hereby  created,  upon  the  trusts 
and  for  the  purposes  herein  expressed,  all  and  singular  the  property  hereby 
assigned  and  transferred  to  the  Trustee  or  intended  s(>to  be. 

ARTICLE  VIII. 

Upon  the  terms  and  conditions  stated  or  referred  to  in  this  indenture, 
including    those    specified    in    articles    X.    aud    XI.    of    the    Mortgage,    the 

Mortgage  and  Trust  Company  hereby  accepts  the  trust 

of  this  instrument,  aud  the Corporation  and  all  present 

and  future  holders  of  bonds  and  coupons  secured  hfereby  expressly  assent 
and  agree  to  and  acknowledge  themselves  bound  by  said  terms  and  con- 
ditions. 

ARTICLE  IX.  ^ 

It  is,  however,  mutually  agreed  and  understood  that  this  indenture  is 
made  merely  by  way  of  additional  security  to  the  said  Mortgage  of  May 
21,  1904  and  that  nothing  herein  contained  shall  or  shall  be  construed 
in  any  way  to  impair  or  diminish  the  security  granted  by  said  Mortgage 
or  in  any  way  to  modify  or  control  any  of  the  covenants,  terms,  grants 
or  conditions  therein  contained,  or  the  rights  of  the  Trustee  or  of  any 
present  or  future  holder  of  bonds  thereunder,  but  that  on  the  contrary 
such  security  and  said  rights  shall  remain  in  all  respects  as  unimpaired  as 
if  this  Indenture  had  not  been  executed;  the  provisions  hereof  (except 
those  of  Article  11.  relating  to  the  designation  of  the  bonds  and  the 
manner  of»  certification)  applying  only  to  the  additional  property  and 
security  hereby  conveyed. 

ARTICLE   X. 

The  recitals  in  this  instrument  are  made  by  the  Cor- 
poration except  such  as  refer  to  action  taken  by  the   

Mortgage  and  Trust  Company. 

In  Witness  Whereof,  the  parties  hereto  have  caused  their  respective 
corporate  seals,  duly  attested,  to  be  affixed  to  an  original  and  duplicate 
hereof  and  these  presents  to  be  subscribed  in  their  corporate  names  by 
their  respective  Presidents  or  Vice-Presidents  by  their  duly  authorized  rep- 
resentatives as  of  the  thirtieth  day  of  November,  A.  D,  1904. 

Corporation, 

By 

[Corporate  Seal]  Vice-President. 

Attest : 

Secretary. 

[CORPOEATE  Seal]  Mortgage  and  Trust  Company, 

Attest :  •  By 

President. 
» 

Secretary. 
(Add  Acknowledgments.) 

For  form  of  original  mortgage,  see  Form  1666,  supra. 
See  Forms  1701,  1702,  post. 


BOND  ISSUES.  1407 

Form  1701. 

SUPPLEMENTAL  MORTGAGE  OF  AFTER-ACQUIRED 
PROPERTY. 

This  Indenture  made  this  lllh  day  of  November  in  the  year  of  Our 
Lord,  one  tliousand  nine  hundred  and  eight,  between  The  Pennsylvania 
Railroad  Company,  a  corporation  of  the  State  of  Pennsylvania,  party 
of  the  Qrst  part  and  the  Girard  Trust  Company,  also  a  corporation  of  the 
State  of  Pennsylvania,  party  of  the  second  part, 

Whereas,  the  said  Girard  Trust  Company,  party  hereto  of  the  second  part, 
is  now  the  sole  trustee  under  a  certain  mortgage  bearing  date  the  first  day 
of  July,  A.  D.  1873,  wherein  the  said  The  Pennsylvania  Kailroad  Company, 
party  hereto  of  the  first  part,  is  mortgagor  and  Wistar  Morris,  Josiah  Bacon 
and  Edward  Smith  were  original  mortgagees,  the  said  mortgage  which  ii". 
commonly  known  as  The  Pennsylvania  Kailroad  Company's  Consolidated 
^Mortgage,  having  been  made  and  executed  to  secure  bonds  of  the  Kail- 
road  Company  to  be  issued  from  time  to  time  as  therein  particularly  re- 
ferred to  and  provided,  and  the  said  Girard  Trust  Company  having  been 
pursuant  to,  and  in  accordance  with,  the  power  in  that  behalf  conveyed 
by  the  8th  covenant  of  said  mortgage,  duly  nominated  and  appointed  the 
sole  trustee  thereunder  to  fill  the  vacancies  caused  by  resignation  of  the 
immediately  preceding  individual  trustees,  and  to  supply  the  place  of  such 
trustees;  and 

Whereas,  said  The  Pennsylvania  Eailroad  Company  since  the  date  of 
said  mortgage  has  from  time  to  time  acquired  by  both  purchase  and 
exchange,  but  principally  by  purchase  and  also  by  condemnation  pro- 
ceedings, divers  parcels  of  real  estate  and  rights  of  way,  appurtenant  to, 
for  use  upon,  and  the  improvement  and  betterment  by  the  straightening, 
widening  or  relocation  at  many  points  of  its  railroad  and  property  par- 
ticularly mentioned  and  described  in  Article  First  of  the  said  mortgage 
and  some  corporate  rights  and   franchises  connected  therewith,  and 

Whereas  the  Board  of  .Directors  of  said  The  Pennsylvania  Eailroad 
Company  at  its  regular  meeting,  held  on  the  11th  day  of  November,  A.  D. 
1908,  duly  adopted  a  preamble  and  resolution  as  follows: 

"Whereas  since  the  execution  and  delivery  of  its  mortgage  to  Wistar 
Alorris,  Josiah  Bacon  and  Edward  Smith,  trustees,  dated  1st  July  A.  T>. 
1873,  and  commonly  known  as  its  Consolidated  Mortgage  The  Pennsyl- 
vania Railroad  Company  has  from  time  to  time  acquired  by  both  pur- 
chase and  exchange  and  also  by  condemnation  divers  parcels  of  real  es- 
tate appurtenant  to,  for  use  upon,  and  for  the  improvement  and  better- 
ment by  the  straightening,  widening  or  relocation  at  many  points  of  its 
railroad  and  property  particularly  mentioned  and  described  in  Article 
First  of  the  said  mortgage,  which  now  constitute  such  essential  and  inte- 
gral parts  of  that  railroad  and  property,  that  in  the  judgment  of  the  Board 
the  same  and  the  corporate  rights  and  franchises  connected  therewith 
should  be  brought  under  the  said  mortgage  and  expressly  subjected  to 
the  lien  thereof  in  conformity  with  the  provisions  in  that  behalf  made 
by  the  Fourth  covenant  of  the  said  mortgage  as  well  as  to  effectuate 
what  is  contemplated  by  the  Fifth  covenant  thereof  in  respect  to  real 
estate  thereafter  acquired  either  by  exchange  of  parts  of  the  mortgaged 


1408    CORPORATION  FORMS  AND  PRECEDENTS. 

premises  or  by  the  purchase  with  the  proceeds  of  parcels  of  the  mortgaged 
premises   thereafter   sold,   and 

"Whereas  the  Girard  Trust  Company  now  sole  trustee  in  and  under  said 
mortgage  in  orderly  succession  and  by  due  appointment  and  constitu- 
tion as  therein  authorized,  hath  requested  the  transfer,  conveyance  and 
assurance  to  it  as  such  trustee  of  the  aforesaid  parcels  of  real  estate 
and  such  corporate  rights  and  franchises  as  may  have  been  acquired  in 
connection  therewith  under  and  subject  to  the  trusts,  conditions  aad  pow- 
ers and  for  the  purposes  contemplated  by  the  said  mortgage,  and  the 
Board  deeming  it  proper  and  advisable  that  such  request  of  the  said 
Trustee   should  be   complied  with, 

"Therefore  Resolved,  That  the  transfer,  conveyances  and  assurance  to 
the  said  Girard  Trust  Company,  Trustee,  of  all  and  every  the  several 
parcels  of  real  estate  which  the  company  has  acquired  and  become  pos- 
sessed of  since  the  first  day  of  July,  A.  D.  1873,  appurtenant  to,  for  use 
upon  and  for  the  improvement  and  betterment  by  the  straightening,  wid- 
ening and  relocation  at  many  points  of  its  railroad  and  property,  par- 
ticularly mentioned  and  described  in  Article  First  of  said  Consolidated 
Mortgage  and  such  corporate  rights  and  franchises  as  have  been  ac- 
quired in  connection  therewith  under  and  subject  to  all  and  every  the 
trusts,  conditions  and  powers  and  solely  for  the  purposes  specified  in 
the  said  mortgage,  be  and  the  same  is  hereby  directed  and  authorized  and 
for  the  purpose  of  fully  effectuating  this  direction  and  authorization,  the 
execution  under  this  company's  corporate  seal  and  by  its  proper  officers 
and  the  delivery  to  the  said  Girard  Trust  Company,  Trustee,  of  a  sup- 
plemental conveyance  is  hereby  expressly  directed  and  authorized  in  the 
form  now  submitted  to  and  considered  by  the  Board  following"  (Here 
follows  full  text  of  conveyance)  and 

Whereas,  the  said  Girard  Trust  Company  hath  requested  said  The  Penn- 
sylvania Eailroad  Company  to  grant,  convey,  assure,  assign,  transfer  and 
set  over  unto  the  said  Girard  Trust  Company  as  such  Trustee  under  said 
mortgage  under  and  subject  to  the  trusts  and'  conditions  and  solely  for 
the  purposes  set  forth  in  the  said  mortgage,  the  real  estate,  corporate 
rights  and  franchises  as  mentioned  in  the  resolution  of  the  said  Eail- 
road Company's  Board  of  Directors  as  quoted  in  the  next  preceding  para- 
graph in  accordance  with  the  provision  made  in  that  behalf  by  the  fourth 
covenant  of  the  said  mortgage. 

Now  Therefore,  this  indenture  witnesseth  that  The  Pennsylvania  Eail- 
road Company,  party  of  the  first  part,  in  consideration  of  the  premises 
and  of  one  dollar  to  it  in  hand  paid,  the  receipt  whereof  is  hereby  ac- 
knowledged, hath  granted,  bargained,  sold,  conveyed,  and  transferred  and 
by  these  presents  doth  grant,  bargain,  sell,  convey  and  transfer  unto 
the  said  Girard  Trust  Company  as  Trustee  under  the  aforesaid  -Mortgage, 
its  successors  and  assigns,  all  such  real  estate,  rights  of  way  and  the 
corporate  rights  and  franchises  connected  therewith  as  are  appurtenant 
to  or  for  use  and  for  the  improvement  and  betterment  by  the  straighten- 
ing widening  and  relocation  at  many  points  of  its  railroad  and  property 
mentioned  and  described  in  Article  First  of  the  said  mortgage,  which 
it  has  acquired  since  the  first  day  of  July  A.  D.  1873,  the  date  of  the 
aforesaid  mortgage  and  is  now  possessed  of,  together  with  all  and  singu- 
lar the  tenements,   hereditaments,  and  appurtenances  thereunto  belonging, 


BOND  ISSUES.  1409 

To  bave  and  to  holtl  tlie  said  premises  and  the  corporate  rights  and  fran- 
chises connected  therewith  as  above  described  with  their  appurtenances 
unto  the  said  Girard  Trust  Company  as  aforesaid,  its  successors  and  as- 
signs, expressly  under  and  subject  to  and  upon  each,  all  and  every  of  the 
trusts  and  conditions  and  powers,  and  solely  for  the  purposes  as  expressed 
and  declared  in  and  by  the  said  Consolidated  Mortgage  and  as  fully  and 
with  like  effect  as  if  the  premises  which  are  hereby  granted  and  con- 
veyed to  the  said  Girard  Trust  Company  as  such  Trustee  had  been  specific- 
ally'described  in  and  covered  by  said  mortgage. 

And  the  said  The  Pennsylvania  Kaiiroad  Company  does  hereby  consti- 
tute and  appoint  James  McCrea,  its  attorney  for  it  and  in  its  name  and 
as  and  for  its  corporate  act  and  deed  to  acknowledge  this  instrument 
before  any  person  having  authority  under  the  laws  of  the  Commonwealth 
of  Pennsylvania  to  take  such  acknowledgment  to  the  intent  that  the  same 
may  be  duly  recorded. 

In  Witness  Whereof  the  said  The  Pennsylvania  Railroad  Company, 
party  of  the  first  part,  has  caused  its  corporate  seal  to  be  hereunto  affixed 
and  duly  attested. 

The  Pennsylvania  Railroad  Company, 

By  James  McCrea, 
[Seal]  President. 

Attest :     Lewis  Neilson, 

Secretary. 
Signed,  sealed  and  delivered  in  the  presence  of: 
Lewis  Neilson, 
A.  J.   County. 

Acceptance  by  Trustee. 
The  Girard  Trust  Company,  the  grantee  in  trust  in  and  under  the  fore- 
going conveyance  doth  hereby  acknowledge  and  declare  its  acceptance  of 
the  said  conveyance  and  of  the  property,  rights,  and  franchises  thereby 
conveyed  to  it  in  trust,  expressly  under  and  subject  to  and  upon  each,  all 
and  every  the  trusts  and  conditions  and  solely  for  the  purposes  expressed 
and  declared  in  and  by  the  Consolidated  Mortgage  of  The  Pennsylvania 
Railroad  Company  bearing  date  the  first  day  of  July,  A.  D.  1873,  and 
the  said  Girard  Trust  Company  doth  hereby  constitute  and  appoint  E.  B. 
Morris,  its  attorney  for  it  and  in  its  name  and  as  and  for  its  corporate 
act  and  deed  to  acknowledge  this  instrument  before  any  person  having 
authority  under  the  laws  of  the  Commonwealth  of  Pennsylvania  to  take 
such  acknowledgment  to  the  intent  that  the  same  may  be  duly  recorded. 

In  Witness  Whereof,  the  said  Girard  Trust  Company  has  causeil  its 
corporate  seal  to  be  hereto  affixed  and  duly  attested  this  third  day  of 
December,  A.  D.  1908. 

Girard   Trust  Company, 

By  E.  B.   Morris, 
[Seal]  President. 

Attest:      E.  S.  Page, 

Secretary. 
Signed,  Sealed  and  delivered  in  presence  of: 
Wm.  J.   Dickson, 
E.    S.    Page. 
(Add  acknowledgments  and  proofs  for  all  parties.) 
See  Forms  1700,  supra  and  1702,  post. 


1410    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1702. 
SUPPLEMENTAL  MORTGAGE  AGREEMENT. 

Agreement,  made  December   30,   1908,  by  and  between    

Railroad    Company    (hereinafter    called   the    Railroad 

Company),  of  the  first  part;   Trust  Company,  a  corporation 

organized  and  existing  under  the  laws  of  the  State  of   New  York   (here- 
inafter  called   the   Trust   Company),    and    ,   of   the   City 

of    in  the   State   of    (the  Trust   Company  and 

said    being   hereinafter   collectively   called   the   Trustees),   of 

the  second  part,  and  Holders  of  the  General  Lien  1.3-20  Year  Gold  Bonds  - 
of  the  Railroad  Company  issued  and  now  outstanding  under  the  General 
Lien  Mortgage  of  the  Railroad  Company  dated  August  27,  1907,  herein- 
after in  the  first  recital  described,  who  shall  become  parties  to  this  Agi'ee- 
ment  in  the  manner  hereinafter  stated  (hereinafter  called  the  Bondhold- 
ers),   of  the   third   part. 

Whereas,  the  Railroad  Company  and  the  Trustees  entered  into  a  cer- 
tain indenture  bearing  date  August  27,  1907  (hereinafter  called  the 
General  Lien  Mortgage),  whereby  the  railroads  and  properties  of  the 
Railroad  Company  were  and  are  mortgaged  and  pledged,  as  therein  set 
forth,  to  secure  an  issue  of  not  to  exceed  One  hundred  and  fifteen  mil- 
lion dollars  ($115,000,000),  face  amount  of  the  General  Lien  15-20  Year 
Gold  Bonds  of  the  Railroad  Company  (hereinafter  called  Gold  Bonds),  and 
there'  have  been  executed,  issued  and  authenticated,  dnd  are  outstanding 
at  the  date  hereof.  Twenty  million  one  hundred  and  ninety  thousand  six 
hundred  fifty  seven  and  58/100  dollars  ($20,190,657.58),  face  amount  of 
the  Gold  Bonds;   and 

Whereas,  it  is  expedient  and  in  the  interest  of  the  Railroad  Company 
and  of  the  Bondholders,  as  well  as  of  all  future  holders  of  the  Gold  Bonds 
now  or  hereafter  issued  and  outstanding,  that  the  Trustees  should  be 
authorized  and  empowered,  in  the  event  and  upon  the  terms  and  conditions 
herein  defined  and  expressed,  to  release  from  the  lien  of  the  General  Lien 
■Mortgage  certain  properties  conveyed  and  mortgaged  in  and  by  the  Gen- 
eral Lien  Mortgage,  and  hereinafter  more  specifically  described;   and 

Whereas,  by  Section  4  of  Article  Two  of  the  General  Lien  Mortgage 
eleven  million  five  hundred  and  thirty-nine  thousand  dollars  ($11,539,000) 
face  amount  of  the  Gold  Bonds,  or.  so  many  thereof  as  may  be  necessary 
for  that  purpose,  are  reserved  to  be  issued  and  delivered  to  take  up  or  to 
acquire  at,  before  or  after  maturity,  certain  equipment  trust  notes  therein 
mentioned  and  described,  and  by  said  Section  4  it  is  provided  that  all  such 
equipment  trust  notes  delivered  to  the  Trust  Company  should  be  held  by 
the  Trustees  as  additional  security  under  the  General  Lien  Mortgage  and 
upon  the  trusts  therein  declared,  and  should  be  so  held  without  impair- 
ment as  against  the  Railroad  Company  of  the  respective  liens  securing 
such  notes,  but  such  notes  so  taken  up  should  be  postponed  to  the  payment 
of  the  remaining  notes  of  such  series  which  from  time  to  time  remain  out- 
stan<ling;   and 

Whereas,  for  the  purpose  of  giving  notice  to  all  future  holders  of  the 
Gold  Bonds  of  the  provisions  of  this  Agreement,  and  for  other  purposes, 
it  is  expedient  to  alter  the  form  of  the  Gold  Bonds  and  to  issue  both  in 
lieu  of  and  in  exchange  for  all  the  Gold  Bonds  now  outstanding,  and  also 


BOXD  ISSUES.  1-111 

as  and  for  the  bonds  hereafter  to  be  issued  under  and  secured  by  the 
General  Lien  Mortgage,  bonds  of  the  forms  in  this  Agreement  set  out, 
which  are  hereinafter  called  the  New  Bonds; 

Now  Therefore,  this  Agreement  Witnessi'th,  That,  in  order  to  secure  the 
payment  of  all  of  the  New  Bonds  at  any  time  issued  and  outstanding, 
according  to  their  tenor,  purport  and  effect,  as  well  the  interest  as  the  prin- 
cipal thereof,  and  to  secure  the  performance  and  observance  of  all  the 
covenants  and  conditions  in  the  New  Bonds,  the  General  Lien  Mortgage 
Bonds  and  this  Agreement  contained,  and  to  declare  and  to  give  notice 
of  certain  of  the  terms,  conditions  and  agreements  upon  which  the  New 
Bonds  are  and  will  be  issued,  leceived  and  held,  and  for  and  in  consid- 
eration of  the  premises  and  of  the  acceptance  and  purchase  of  the  New 
Bonds  by  the  holders  thereof,  and  of  the  sum  of  one  dollar,  lawful  money 
of  the  United  States  of  America,  to  the  Railroad  Company  duly  paid  by 
the  Trustees  at  or  before  the  ensealing  and  delivery  of  this  Agreement,  the 
receipt  whereof  is  hereby  acknowledged,  the  parties  hereto  have  covenanted 
and  agreed,  and  do  hereby  covenant  and  agree  as  follows: 

First.  The  Bondholders  shall  become  parties  hereto  by  surrendering  the 
Gold  Bonds  by  them  respectively  held,  to  the  Trust  Company  for  cancella- 
tion and  exchange  for  the  New  Bonds.  This  agreement  shall  become  effec- 
tive and  operative  only  when,  prior  to  March  1,  1909,  all  of  the  Gold  Bonds 
now  issued  and  outstanding  shall  have  been  surrendered  to  the  Trust  Com- 
pany for  such  cancellation  and  exchange. 

Second.  On,  or  at  any  time  before  January  1,  1911,  (the  Trustees  not 
at  that  time  having  been  so  notified  of  an  event  of  default  as  to  require 
them  to  take  action  under  the  provisions  of  Article  Six  of  the  General  Lien 
.Mortgage)  upon  the  written  request  of  the  Railroad  Company,  approved 
in  writing  by  &  Co.,  of  the  City  of  and  ac- 
companied by  a  copy,  certified  by  the  Secretary  or  an  Assistant  Secretary 
of  the  Railroad  Company  under  its  corporate  seal,  of  a  resolution  of  the 
Board  of  Directors  or  Executive  Committee  of  the  Railroad  Company 
authorizing  the  making  of  such  request,  the  Trustees,  by  an  instrument  or 
instruments  in  form  satisfactory  to  the  Trustees,  shall  release  from  the  lien 
and  operations  of  the  General  Lien  Mortgage: 

One.  The  following  described  property,  being  the  property  described  in 
and  conveyed  and  mortgaged  by  Paragraphs  "Fifth,"  "Sixth"  and 
"Seventh"  of  the  granting  clauses  of  the  General  Lien  Mortgage,  viz.: 

A.  The  leasehold  interest  of  the  Railroad  Company  and  all  other  right, 
title  and  interest  of  the  Railroad  Company  now  owned  or  hereafter  ac- 
quired, in  and  to  the  railroads  of   Pacific  Railroad  Company, 

a  corporation  of  the  State  of   ,  described  as  follows: 

B.  The  following  Bonds  and  Shares  of  Capital  Stock:    

C.  All  shares  of  capital  stock  now  owned  or  hereafter  acquired  by  the 

Railroad  Company,  of  the  Western  Railway  Company, 

and  all  bonds  at   any  time  acquired  by  the  Railroad  Company  by  the  use 

of  any  of  the  Gold  Bonds  or  of  their  proceeds,  of  said 

Western   Railway   Company,   a  corporation   of   the   State   of    , 

owning  and  operating  at  the  date  of  the  General  Lien  Mortgage  lines  of 
Railroad  described  as  follows:    

D.  All  the  shares  now  owned  or  hereafter  acquired  by  the  Railroad 
Company   of  the  capital   stock   of   the    Railroad 


1412    CORPORATION  FORMS  AND  PRECEDENTS. 

Company,   and   all  bonds   at   any  time  acquired  by  the  Railroad   Company 

by  the  use  of  any  of  the  Gold  Bonds,  or  of  their  proceeds,  of  said 

Eailroad  Company,  a  corporation  of  the  State  of 

owning  and  operating  at  the  date  of  the  General  Lien  Mortgage  a  line  of 

railroad  described   as   follows:    

Two.  All  right,  title  and  interest  of  the  Trustees  acquired  under  or 
accruing  by  virtue  of  the  provisions  of  Paragraphs  ' '  Tenth, "  "  Seven- 
teenth"  and  "Eighteenth,"  of  the  granting  clauses  of  the  General  Lien 
■Mortgage  or  of  Section  11  of  Article  Three  of  the  General  Lien  .Mortgage, 
or  otherwise  howsoever,  in  and  to: 

(1)  All  appurtenances  of  the  above  mentioned  railway  of   

Eailroad   Company,  held  by  the  Eailroad  Company  under 

lease ; 

(2)  Any  and  all  additions,  improvements  and  betterments  at  any  time 
acquired  or  constructed  to  or  upon  or  in  connection  with  any  and  all  the 
lines  of  railway  hereinabove  described  and  all  extensions,  branches,  tele- 
graph and  telephone  lines  thereof,  or  thereto  belonging,  any  and  all  prop- 
erty, real  or  personal,  of  every  kind  or  description,  acquired  for  use  upon 
or  in  connection  with  or  for  the  purpose  of  said  hereinabove  described  lines 
of  railway,  extensions  or  branches,  telegrajjh  or  telephone  lines;  and  any 
and  all  corporate  rights,  privileges  and  franchises  which  the  Eailroad  -Com- 
pany at  any  time  has  or  may  or  shall  acquire,  possess  or  exercise,  or  be 
entitled  to  exercise,  in,  to,  upon  or  in  respect  of  said  hereinabove  described 
lines  of  railway,  or  any  part  thereof,  necessary  for  or  appertaining  to  the 
construction,  maintenance  or  operation  of  such  lines  of  railway,  or  any 
such  extension  or  branch,  telegraph  and  telephone  lines,  or  any  part 
thereof;  and  any  and  all  the  rents,  issues,  profits,  tolls  and  other  income 
of  said  above  described  lines  of  railway  and  of  any  and  all  such  extensions, 
branches,  telegraph  and  telephone  lines;  and  also  any  and  all  the  rights, 
privileges,  franchises,  properties  real  or  personal,  rights  and  things  which 
the  Eailroad  Company  at  any  time  may  or  shall  possess,  or  become  en- 
titled to  possess  for  the  purposes  of,  or  in  connection  with,  said  herein- 
above described  lines  of  railway  or  any  such  extension,  branch,  telegraph 
and  telephone  lines. 

(3)  All  leases  and  trackage  contracts  and  all  renewals  and  extensions 
of  any  and  all  leases  and  trackage  contracts  relating  or  pertaining  to  the 
lines  of  railway,  or  any  thereof,  hereinabove  described. 

(4)  Any  and  all  claims  and  indebtedness  (except  ecjuipment  trust  notes 

of    ,    Eailroad    Company    issued 

under  Equipment  Trust  Indenture  dated  February  1,  1907,  and  described 
in  paragraph  (b)  of  Section  4  of  Article  Two  of  the  General  Lien  Mort- 
gage) which  the  Eailroad  Company  at  any  time  has  or  may  acquire  against 
any  and  all  of  the  companies  hereinafter  named,  to  wit: 

Pacific  Eailroad  Company; 

Western  Eailway  Company; 

Northwestern  Eailroad  Company. 

Third.  If  and  whenever  the  said  properties  and  premises  shall  be  re- 
leased from  the  lien  and  operation  of  the  General  Lien  Mortgage,  all  of 
the  bonds  reserved  under  subdivisions  (e),  (f)  and  (g)  of  Section  2 
of  Article  Two  of  the  General  Lien  Mortgage  shall,  after  all  the  bonds 
reserved    under    Section    6    of    said     Article    Two    of    the    General    Lien 


BOND  ISSUES.  1413 

Mortgage  shall  have  been  issued  or  set  apart,  be  subject  to  issue  and  shall 
be  autheutieated  and  delivered  to  the  Railroad  Company  only  for  the  pur- 
poses and  subject  to  the  restrictions  specified  in  said  Section  6  of  Article 
Two  of  the  General  Lien  Mortgage,  in  addition  to  the  bonds  reserved  for 
issue  under  said  Section  6. 

FdVirth.  None  of  the  $5,149,600  face  amount  of  bonds  reserved  under 
subdivision  (k)  of  Section  2  Article  Two  of  the  General  Lien  Mortgage 
shall  be  issued  for  the  purjmses  for  which  said  bonds  are  therein  reserved 
or  for  any  other  purpose,  and  the  aggregate  amount  of  bonds  at  any  time 
issuai)le  under  the  General  Lien  :\lortgage  is,  therefore,  reduced  to,  and 
limited  at  the  face  amount  of  One  hundred  nine  million  eight  hundred  fifty 
thousand   four   hundred   dollars    ($109,850,400). 

Fifth.  To  the  extent  that,  under  the  provision  of  this  Agreement,  bonds 
reserved  to  be  issued  in  exchange  for  or  to  take  up  or  to  acquire  under- 
lying securities  under  the  provisions  of  Section  2  of  Article  Two  of  the 
General  Ivien  Mortgage,  are  or  shall  become  no  longer  issuable  for  the 
purposes  for  which  they  were  so  reserved,  the  Eailroad  Company  shall  be 
and  is  hereby  released  and  discharged  from  performance  of  its  covenants 
contained  in  Sections  3,  6  and  7  of  Article  Three  of  the  General  Lien  Mort- 
gage, respecting  the  acquisition,  payment,  pledge,  assignment  and  delivery, 
of  such  underlying  securities. 

Sixth.  From  and  after  the  date  when  this  Agreement  becomes  effective 
and  operative,  the  form  of  the  Gold  Bonds  shall  no  longer  be  as  set  forth 
in  the  General  Lien  Mortgage,  but  shall  be  substantially  of  the  tenor  and 
purport   following: 

(Form  0^  $1,000  coupon  bond.) 

$1,000  U.  S.  Gold.  £205.15.2  Stg.  M.  4,200  D.  E.  W. 

Francs  5,160.  Guilders  2,480. 

No 

United  States  of  America 

Eailroad  Company. 

General  Lien  15-20  Year   Per  Cent.  Gold  Bonds. 

Eailroad  Company  (hereinafter  called  the  Eail- 
road Company)  for  value  received,  hereby  promises  to  pay  to  bearer  or, 
if  registered,  to  the  registered  holder  of  this  bond,  one  thousand  dollars 
in  gold  coin  of  the  United  States  of  America  of  or  equal  to  the  present 
standard  of  weight  and  fineness,  on  the  first  day  of  May  1927,  at  its  office 
or  agency  in  the  City  of  New  York;  or,  at  the  option  of  the  holder,  in 
London,  England,  205  pounds  15  sh.  2d.  sterling;  or  in  Frankfort  o/M.  or 
Berlin,  Germany,  4200  marks,  D.  E.  W. ;  or  in  Amsterdam.  Holland,  2480 
guilders;  or,  5160  francs  if  paid  in  France,  Belgium  or  Switzerland;  and 
to  pay  interest  on  said  principal  amount  from  May  1,  1907,  in  said  cities 
and    countries   respectively,    in    said    respective    currencies,    at   the    rate   of 

; per  cent  per  annum,  payable  at  such  office  or  agency  in  like 

gold  coin  semi-annually  on  the  first  day  of  November  and  of  May  in  each 
year,  upon   presentation  and  surrender  of  the  annexed  coupons. 

Both  the  principal  and  interest  of  this  bond  are  payable  without  deduction 
foi  any  tax  or  taxes  which  the  Eailroad  Company  may  be  required  to  pay 
thereon  or  retain  therefrom  under  any  present  or  future  law  of  the  United 
States,  or  of  any  state,  county  or  municipality  therein. 

This  bond  is  one  of  a  series  of  coupon  bonds  and  registered  bonds  of  the 


1414    CORPORATION  FORMS  AND  PRECEDENTS. 

Kailroad  Company,  known  as  its  General  Lien  15-20  Year  Gold  Bonds, 
limited  to  the  principal  amount  of  $109,850,400  at  any  one  time  outstand- 
ing, and  all  issued  and  to  be  issued  under,  and  equally  secured  by,  a 
mortgage  and  deed  of  trust,  dated  August  27,  1907,  executed  by  the  Rail- 
road Company  to   Trust  Company  and    ,  as 

Trustees  under  and  by  an  Agreement  dated  December  31,  1908,  made  by 
and  between  the  Railroad  Company  and  said  Trustees  and  the  Holders  of 
all  of  the  then  outstanding  General  Lien  15-20  Year  Gold  Bonds.  For  a 
description  of  the  properties  and  franchises  mortgaged,  the  nature  and 
extent  of  the  security,  the  rights  of  the  holders  of  bonds,  and  the  "terms 
and  conditions  upon  which  the  bonds  are  issued  and  secured,  reference  is 
made  to  said  mortgage  and  deed  of  trust  and  to  said  Agreement. 

The  bonds  of  this  issue  are  subject  to  redemption  at  the  option  of  the 
Railroad  Company  at  a  premium  of  two  and  one  half  per  cent,  and  ac- 
crued interest,  on  any  interest  day  prior  to  May  1,  1922,  and  at  par  and 
accrued  interest,  on  May  1,  1922,  or  on  any  interest"  day  subsequent 
thereto. 

This  bond  shall  pass  by  delivery  unless  registered  in  the  name  of  the 
owner  on  the  books  of  the  Railroad  Company,  such  registry  being  noted 
on  the  bond  by  the  Railroad  Company.  After  such  registry  no  transfer 
shall  be  valid  unless  made  on  said  books  by  the  registered  holder  in  person, 
or  by  his  attorney  duly  authorized,  and  similarly  noted  on  the  bond,  but  the 
same  may  be  discharged  from  registry  by  a  transfer  thereon  to  bearer,  and 
thereupon  transferability  by  delivery  shall  be  restored;  but  this  bond  may 
again  from  time  to  time  be  registered  or  transferred  to  bearer  as  before. 
Such  registration,  however,  shall  not  affect  the  negotiability  of  the  coupons 
which  shall   continue  to  be  transferable  by  delivery. 

The  coupon  bonds  are  for  $1,000  each  and  are  numbered  consecutively 
from  1  to  109,851  inclusive,  but  the  Railroad  Company  may,  in  lieu  of  any 
one  thereof,  issue  ten  coupon  bonds  for  $100  each,  bearing  the  same  serial 
number  and  lettered  consecutively  from  A  to  J. 

The  holder  of  any  coupon  bond  for  $1,000  may.  at  his  option  surrender 
for  cancellation  his  bond  with  all  unmatured  coupons  thereto  appertaining 
in  exchange  for  a  registered  bond  without  coupons,  as  provided  in  said 
mortgage  and  deed  of  trust. 

This  bond  shall  not  become  valid  or  obligatory  for  any  purpose  unless 
and  until  it  shall  have  been  authenticated  by  the  certificate  hereon  en- 
dorsed of  the  Trust  Company  at  the  time  being  one  of  the  Trustees  under 
said   mortgage   and   deed  of  trust. 

In    Witness    Whereof,    Railroad    Company    has 

caused  this  bond  to  be  signed  by  its  president  or  one  of  its  vice-presidents, 
and  its  corporate  seal  to  be  hereunto  affixed  and  to  be  attested  by  its 
secretary  or  an  assistant  secretary,  and  coupons  for  said  interest  with  the 
engraved  signature  of  its  treasurer  or  an  assistant  treasurer  to  be  attached 
hereto,  as  of  the  twenty-seventh  day  of  August,  1907. 

Railroad  Company, 

By 

President. 

Attest : 

Secretary. 


BOND  ISSUES.  1415 

(Form  of  coupon  on  $1,000  bond.) 

No 

On   the   first    day   of    ,    19....,   unless   the   bond   hereinafter 

mentioned  sliall  have  been  called  for  previous  redemption,   

Kailroad  Comi)any  will  pay  to  liearer  at  its  office  or  agency  in  the  City  of 

New   York,    U.    S.    A.,   on   surrender   of   this   coupon    dollars 

U.  S.  Gold;  or  in  London,  England,  £ ;  or  in  Frankfort  o/.M., 

or  Berlin,  Germany,  M ;  or  in  Amsterdam,  Holland, 

Guilders;    or,   if  paid   in   France,   Belgium   or   S\<-itzerland,    

l-Vancs;    being   six   months'   interest   then    due   on    its   General    Lien    lo-JO 
Year  Gold  Bond  No 


Treasurer. 
(Form    of    registered    bond.) 

No $ 

United  States  of  America. 

Railroad  Company. 

Registered  General  Lien  15-20  Year   Per  Cent.  Gold  Bond. 

Railroad  Company  (hereinafter  called  the  Rail- 
road Company)   for  value  received,  hereby  promises  to  pay  to   

or  assigns,   thousand  dollars  in  gold  coin  of  the  United  States 

of  America,  of  or  equal  to  the  present  standard,  of  weight  and  fineness,  on 
the  first  day  of  May,  ^927,  at  its  office  or  agency  in  the  City  of  New  York; 
and  to  pay  interest  on  said  principal  amount  from  the  first  day  of  May  or 
of  November,  as  the  case  may  be,  next  preceding  the  date  of  this  bond, 

at  the  rate  of per  centum  per  annum,  payable  at  such  office 

or  agency  in  like  gold  coin  semi-annually  on  the  first  day  of  November  and 
of  May  in  each  year. 

Both  the  principal  and  interest  of  this  bond  are  payable  without  deduc- 
tion for  any  tax  or  taxes  which  the  Railroad  Company  may  be  required 
to  pay  thereon  or  retain  therefrom  under  any  present  or  future  law  of  the 
United  States  or  of.  any  state,  county  or  municipality  therein. 

This  bond  is  one  of  a  series  of  coupon  bonds  and  registered  bonds  of  the 
Railroad  Company,  known  as  its  General  Lien  15-20  Year  Gold  Bonds, 
limited  to  the  principal  amount  of  $109,850,400  at  any  one  time  outstanding, 
and  all  issued  and  to  be  issued  under  and  equally  secured  by  a  mortgage 
and  deed  of  trust,  dated  August  27,  1907,  executed  by  the  Railroad  Com- 
pany to   Trust  Company  and    as  Trustees,  and 

under  and  by  an  Agreement  dated  December  81,  1908,  made  by  and  between 
the  Railroad  Company,  said  Trustees  and  the  Holders  of  all  the  then  out- 
standing General  Lien  15-20  Year  Gold  Bonds.  For  a  description  of  the 
properties  and  franchises  mortgaged,  the  nature  and  extent  of  the  security, 
the  rights  of  the  holders  of  bonds,  and  the  terms  and  conditions  upon  which 
the  bonds  are  issued  and  secured,  reference  is  made  to  said  mortgage  and 
deed  of  trust  and  to  said  Agreement. 

The  bonds  of  this  issue  are  subject  to  redemption  at  the  option  of  the 
Railroad  Company  at  a  premium  of  two  and  one-half  per  cent,  and  accrued 
interest,  on  any  interest  day  prior  to  May  1,  1922  and  at  par  and  accrued 
interest  on  May  1,  1922,  or  on  any  interest  day  subsequent  thereto. 

This  bond  is  transferable  by  the  registered  holder  thereof  in  person,  or 
by  attorney  duly  authorized,  on  the  books  of  the  Railroad  Company,  upon 


1416    CORPORATION  FORMS  AND  PRECEDENTS. 

surrender  and  cancellation  of  this  bond,  and  thereupon  a  new  registered 
bond  will  be  issued  to  the  transferee  in  exchange  therefor,  as  provided  in 
said  mortgage  and  deed  of  trust.  This  bond  also,  in  the  manner  prescribed 
in  said  mortgage  and  deed  of  trust  and  upon  payment  of  the  charge  therein 
provided  for,  is  exchangeable  for  coupon  bonds  of  the  denomination  of 
$1,000  for  the  same  aggregate  principal  sum,  and  bearing  all  unmatured 
coupons. 

This  bond  shall  not  become  valid  or  obligatory  for  any  purpose  unless 
and  until  it  shall  have  ,been  authenticated  by  the  certificate  hereon  en- 
dorsed of  the  Trust  Company  at  the  time  being  one  of  the  Trustees  under 
said  mortgage  and  deed  of  trust. 

In  Witness  Whereof,   Eailroad  Company  has  caused 

these  presents  to  be  signed  by  its  president  or  one  of  its  vice-presidents, 
and  its  corporate  seal  to  be  hereunto  affixed  and  to  be  attested  by  its 
secretary   or   an    assistant   secretary,   this    day   of    , 

19 

Kailroad  Company, 

By 

President. 
Attest : 

Secretary. 

(Form  of  Trustees'  Certificatcn) 

This  is  to  certify  that  this  bond  is  one  of  the  bonds  described  in  the 
within  mentioned  mortgage  and  deed  of  trust  and  agreement. 

. .  .■ Trust  Company, 

Trustee. 

By 

Secretary. 

Seventh.  Any  bonds  executed,  issued,  authenticated  and  delivered  in  any 
of  the  forms  in  the  preceding  paragraph  provided,  are  herein  referred  to  as 
the  New  Bonds.  All,  but  not  less  than  all,  of  the  Bondholders  are  entitled, 
upon  surrender  of  their  Gold  Bonds  to  the  Trust  Company  for  cancellation 
on  the  terms  hereof,  to  receive  from  the  Trust  Company  duly  authenticated 
New  Bonds  to  the  same  principal  amoimt  as  the  bonds  so  surrendered  by 
them  respectively.  Coupon  New  Bonds  shall  bear  all  coupons  unmatured 
at  the  date  of  such  surrender  of  all  the  Gold  Bonds  for  cancellation,  and 
registered  New  Bonds  shall  be  dated,  and  shall  draw  interest  from,  the  last 
interest  date  preceding  the  date  of  such  surrender.  All  New  Bonds  authen- 
ticated and  delivered  in  exchange  for  surrendered  Gold  Bonds  shall  -bear 
interest  at  the  rate  of per  centum  per  annum. 

Until  the  New  Bonds  can  be  engraved  and  printed,  the  Eailroad  Company 
may  execute  and  deliver  temporary  New  Bonds,  which  may  be  printed  or 
lithographed  and  shall  be  substantially  of  the  tenor  of  the  New  Bonds 
hereinbefore  recited,  except  that  no  coupons  shall  be  attached  to  said  tem- 
porary New  Bonds.     Each  such  temporary  New  Bond  shall  bear  upon  its 

face  the  words  "Temporary  General  Lien   15-20  Year    Per 

Cent.  Gold  Bond  under  Agreement  dated  December  31,  1908,  exchangeable 
for  a  like  face  amount  of  engraved  bond,"  and  shall  be  duly  authenticated 
by  the  Trust  Company  in  the  same  manner  as  is  provided  for  the  bondf- 


BOND  ISSUES.  1417 

issuable  under  the  General  Lien  Mortgage,  and  such  autlientitatiou  shall 
be  conclusive  evidence  that  the  bond  so  authenticated  has  been  duly  issued 
under  tlie  (jeneral  Lien  Mortgage  and  hereunder,  and  that  the  holder  is 
entitled  to  the  benefit  of  the  trusts  thereby  and  hereby  created.  Such  tem- 
porary New  Bonds,  so  duly  issued  and  authenticated,  shall  be  exchangeable 
lor  engraved  New  Bonds  to  be  issued  as  herein  provided  bearing  the  same 
rate  of  interest,  and  upon  any  such  exchange  said  temporary  New  Bonds 
shall  be  forthwith  canceled  by  the  Trust  Company  and  on  demand  deliv- 
ered to  the  Kailroad  Company.  The  temporary  New  Bonds  shall  be  pre- 
sented for  exchange  at  the  office  of  the  Trust  Company  or  at  such  agency  as 
may  be  satisfactory  to  it.  Until  so  exchanged,  the  temporary  New  Bonds 
shall  in  all  respects  be  entitled  to  the  lien  and  security  of  the  General  Lien 
Mortgage  and  of  this  Agreement  as  bonds  issued  and  authenticated  there- 
under an<l  hereunder;  and  interest,  when  and  as  payable,  shall  be  paid  and 
endorsed  thereon. 

The  Eailroad  Company  covenants  and  agrees  to  and  with  the  Trustee 
and  to  and  with  the  Bondholders,  that  from  and  after  the  date  when  this 
Agreement  shall  have  become  effective,  it  will  not  execute,  issue  and  ne- 
gotiate, nor  will  it  cause  to  be  authenticated  and  delivered  under  the  gen- 
eral Lien  :Mortgage,  any  bonds  whatsoever  except  in  the  form  of  the  New 
Bonds. 

Eight.     Any  and  every  one  of  the  equipment  trust  notes  of  the  Eailroad 

Company  and  of  Kailway  Company,  described 

in  Section  4  of  Article  Two  of  the  General  Lren  Mortgage,  at  any  time 
delivered  pursuant  thereto  to  the  Trust  Company  against  the  authentication 
and  delivery  by  the  Trust  Company  to  the  Railroad  Company  of  a  like  face 
amount  of  Gold  Bonds  or  New  Bonds  under  the  provisions  of  Section  4 
(whether  so  delivered  to  the  Trust  Company  canceled  or  uncanceled  or 
rostrictively  endorsed  or  marked  in  any  manner  whatsoever),  shall  be  held 
by  the  Trustees  subject  to  the  General  Lien  Mortgage  and  to  this  Agree- 
ment and  shall  be  and  remain  as  between  the  Railroad  Company  and  the 
Trustees,  and  as  between  the  Eailroad  Company  and  the  holders  from  time 
to  time  of  New  Bonds,  valid  unpaid  past  due  obligations  of  the  Railroad 
Company  (but  not  bearing  interest)  without  impairment  of  the  liens  or 
titles  securing  such  equipment  notes  under  the  equipment  trust  indentures 
or  other  instruments  pursuant  to  which  such  notes  shall  have  been  issued, 
until,  as  to  each  issue  of  such  notes,  all  of  the  notes  of  that  issue  shall  have 
been  delivered  to  the  Trustees;  and  the  Trustees  and  holders  from  time  to 
time  of  the  New  Bonds  shall  be  subrogated  to  all  the  rights  of  the  holders 
of  said  equipment  trust  notes  as  the  same  existed  before  the  taking  up 
and  acquisition  thereof  from  time  to  time  by  the  Railroad  Company  pur- 
suant thereto  and  to  the  General  Lien  Mortgage;  provided,  however,  that 
such  notes  so  delivered  to  the  Trust  Company  shall  be  postponed  to  the 
payment  of  the  remaining  notes  of  any  series  of  which  notes  shall  be  so 
delivered  to  the  Trust  Company,  as  long  as  any  thereof  shall  remain  out- 
standing unmatured  and  unpaid. 

Ninth.  The  Railroad  Company,  as  rapidly  as  it  shall  obtain  possession 
of  the  same,  will  deliver  to  the  Trust  Company  all  equipnuMit  trust  notes  of 
the  Railroad  Company  specified  in  any  certificate  or  certificates,  delivered 
to  the  Trust  Company  under  the  provisions  of  said  Section  4  of  Article 
Two  of  the  General  Lien  ^Mortgage. 


1418    CORPORATION  FORMS  AND  PRECEDENTS. 

Tenth.  From  and  after  the  date  when  this  Agreement  shall  become  ef- 
fective and  operative,  all  bonds  executed,  issued,  authenticated  and  de- 
livered, under  the  General  Lien  JNIortgage  shall  be  subject  to  all  of  the 
terms  and  provisions,  not  only  of  the  General  Lien  Mortgage,  but  also  of 
this  Agreement.  Except  as  expressly  modified  by  this  Agreement,  each  and 
every  of  the  terms,  provisions,  stipulations  and  conditions  of  the  General 
Lien  Mortgage  remains  and  shall  remain  in  full  force  and  effect. 

Eleventh.  As  soon  as  this  Agreement  becomes  effective  and  operative, 
the  Eailroad  Company,  at  its  own  cost  and  expense,  will  cause  this  Agree- 
ment to  be  filed  and  recorded  pursuant  to  law  in  all  of  the  public  offices  in 
which  the  General  Lien   Mortgage  has  been  filed  and  recorded. 

Twelfth.  The  Trustees  shall  not  be  responsible  in  any  manner  what- 
soever for  the  recitals  herein  or  in  the  New  Bonds  contained,  all  of  which 
are  made  by  the  Eailroad  Company  solely,  and  no  statement  of  fact  herein 
or  in  the  Kew  Bonds  contained  is  to  be  deemed  the  statement  of  the 
Trustees.  The  rights,  duties,  privileges  and  exemptions  of  the  Trustees, 
as  set  forth  in  Article  Ten  of  the  General  Lien  Mortgage  and  elsewhere  in 
said  Mortgage,  shall  extend  to  and  be  available  to  the  Trustees,  and  each 
of  them,  in  the  construction  and  interpretation  of  this  Agreement  and  in 
respect  of  any  action  taken  hereunder. 

The  foregoing  covenants  and  agreements  are  made  In  Trust  Nevertheless 
for  the  common  and  equal  use,  benefit  and  security  of  all  and  singular  the 
person  or  persons,  firm  or  firms,  bodies  politic  or  corporate,  who  shall  from 
time  to  time  be  holders  of  -any  of  the  New  Bonds  or  coupons,  and  without 
preference  of  any  of  said  bonds  over  any  of  the  others  by  reason  of  priority 
in  the  time  of  issue  or  negotiation  thereof  or  otherwise  howsoever;  subject 
to  the  terms,  provisions  and  stipulations  in  the  New  Bonds  contained  and 
for  the  uses  and  purposes  and  upon  and  subject  to  the  terms,  conditions, 
provisos  and  agreements  in  the  General  Lien  Mortgage  and  in  this  Agree- 
ment expressed  and  declared. 

In  Witness  Whereof  the  Eailroad  Company  and  the  Trust  Company  have 
caused  their  respective  corporate  seals,  duly  attested,  to  be  affixed  to  this 
Agreement,  and  this  Agreement  to  be  subscribed  by  their  respective  cor- 
porate  officers  thereunto   duly   authorized,   and    has  hereunto 

set  his  hand  and  seal,  as  of  the  day  and  year  first  hereinabove  written. 
Eailroad  Company, 

By 

[CoKPORATE  Seal  of  the  Eailroad  Company]  Vice-President. 

Attest : 

Assistant  Secretary. 

Signed,    sealed    and    delivered   by 

Eailroad  Company 

in  presence  of 


Attesting  Witnesses. 

Trust  Company, 

By • 

[Corporate  Seal  of  the  Trust  ^'ompaxyI  Vice-President. 

Attest : 

Secretary. 


BOND  ISSUES.  1419 


Signed,   sealed   and   delivered    by^l 

Trust   Company 

in    presence    of 


Attesting  Witnesses. 

,  [Seal] 

Signed,  sealed  and  delivered 

by  

in  presence  of 


Attesting  Witnesses. 

United  States  of  America,  I 
State  of  New  York,  Iss. 

County  of  New  York,  I 

On  this  30th  day  of  December,   in  the  year  A.  D.   1908,  before  me,  the 
undersigned  authority,  a  notary  public  within  and  for  the  County  and  State 

aforesaid,  personally  came  and  appeared    and    , 

with  whom  I  am  personally  acquainted,  to  me  well  and  ])ersonally  known 
to    be    respectively    the    Vice-President    and    the    Assistant    Secretary    of 

Eailroad   Company,  and  to  be  the  identical  persons 

who  executed  and  signed  the  within  and  foregoing  instrument  and  docu- 
ment before  me  and  in  the  presence  of  the  two  subscribing  legal  witnesses, 
and  they,  being  by  me  duly  sworn,  did  depose  and  upon  oath  acknowledge 

and  say  that  he,  the  said   ,  resided  in  New  Y'ork  City, 

N.  Y.,  and  that  he,  the  said   ,  resided  in  New  Y''ork  City,  N. 

Y.,  that  he,  the  said   ,  is  the  Vice-President,  and  that  he,  the 

said    ,   is  the  Assistant  Secretary,  of  said  Railroad  Company, 

the  within  named  bargainor,  a  corporation,  and  the  corporation  described  in 
and  which  executed  the  above  instrument;  that  they  kne^v  the  seal  of  said 
corporation;  that  the  seal  affixed  to  said  foregoing  instrument  was  such 
corporate  seal  of  said  corporation;  that  said  instrument  was  signed  and 
sealed  in  behalf  of  said  corporation  and  said  seal  was  so  affixed  by  order 
and  authority  of  the  board  of  directors  of  said  corporation  and  that  each 
of  them  signed  his  name  thereto  by  like  order;  and  they  severally  acknowl- 
edged to  me  in  the  presence  of  said  witnesses  that  each  of  them  had  in 
their  said  official  capacities,  as  such  Vice-President  and  Assistant  Secre- 
tary, respectively,  being  authorized  so  to  do,  executed  and  signed  the  above 
and  foregoing  deed  and  instrument  as  his  voluntary  act  and  deed  and  as 
the  voluntary  act  and  deed  of  said  Eailroad  Company,  by  signing  the  name 
of  the  corporation  by  themselves  as  Vice-President  and  Assistant  Secretary, 
respectively  and  acknowledged  said  instrument  to  be  the  free  act  and  deed 
of  said  corporation  for  the  consideration,  uses  and  purposes  therein  con- 
tained, mentioned  and  set  forth. 

In  Faith  and   Witness  Whereof,   I  have  caused  said  appearers  and  wit- 
nesses to  sign   this  acknowdedgment,  and   have  hereunto  set   my  hand  and 


1420    CORPORATION  FORMS  AND  PRECEDENTS. 

affixed  my  official  seal  of  office  the  day  and  year  aforesaid  at  office  in  New 
York  City,  N.  Y. 

My  term  and  commission  expire  March  30,  1910. 


Notary  Public, 
New  York  County, 
[Notarial  Seal  J  New  York. 

Appearers  : 


Attesting  Witnesses: 


United  States  of  America,  1 
State  of  New  York,  Iss. 

County  of  New  York,  J 

On  this  30th  day  of  December,  in  the  year  A.  D.  1908,  before  me,  the 
undersigned    authority,    a   notary    public    within    and   for   the    County   and 

State    aforesaid,    personally    came    and    appeared    and 

,  with  whom  I  am  personally  acquainted,  to  me  wel' 

and  personally  known  to  be  respectively  the  Vice-President  and  the  Secre- 
tary of   Trust  Company,  and  to  be  the  identical  persons  who 

executed  and  signed  the  within  and  foregoing  instrument  and  document 
before  me  and  in  the  presence  of  the  two  subscribing  legal  witnesses,  and 
they,  being  by  me  duly  sworn,  did  depose  and  upon  oath  acknowledge  and 

say  that  he,  the  said   ,  resided  in  New  York,  New  York,  and 

that   he,   the   said    ,   resided   in    ,    ; 

that  he,  the  said ,  is  the  Vice-President,  and  that  he,  the  said 

,  is  the  Secretary,  of  said  Trust  Company,  the  within  named 

bargainee,  a  corporation,  and  the  corporation  described  in  and  which  exe- 
cuted the  above  instrument;  that  they  knew  the  seal  of  said  corporation; 
that  the  seal  affixed  to  said  foregoing  instrument  was  such  corporate  seal 
of  said  corporation;  that  said  instrument  was  signed  and  sealed  in  behalf 
of  said  corporation  and  said  seal  was  so  affixed  by  order  and  authority 
of  the  board  of  directors  of  said  corporation  and  that  each  of  them  signed 
his  name  thereto  by  like  order;  and  they  severally  acknowledged  to  me  in 
the  presence  of  said  witnesses  that  each  of  them  had  in  their  said  official 
capacities,  as  such  Vice-President  and  Secretary,  respectively,  being  author- 
ized so  to  do,  executed  and  signed  the  above  and  foregoing  deed  and  in- 
strument as  his  voluntary  act  and  deed  and  as  the  voluntary  act  and  deed 
of  said  Trust  Company,  by  signing  the  name  of  said  corporation  by  them- 
selves as  Vice-President  and  Secretary,  respectively,  and  acknowledged 
said  instrument  to  be  the  free  act  and  deed  of  said  corporation,  for  the 
consideration,  uses  and  purposes  therein  contained,  mentioned  and  set 
forth. 

In  Faith   and  Witness  Whereof,   I   have  caused  said  appearers  and  wit- 
nesses to  sign  this  acknowledgment,  and  have  hereunto  set  my  hand  and 


BOND  ISSIES.  1421 

affixed  my  official  seal  of  office  the  day  and  year  aforesaid  at  office  in  New 
York,  N.   Y. 

My  term  and  commission  expire  March  30th,  1910. 


Notary  Public,   Kings  County, 
[NoTARiAii  Sealj  Certificate   filed   in   New    York  County. 

Appearers : 


Attesting  Witnesses: 


United   States    of    Anierica,1 
State  of  Missouri,  Lss. 

City  of  St.  Louis,  I 

Be  it  remembered  and  1  hereby  certify  that  on  this  2nd  day  of  January, 

A.  D.  1909,  before  me   ,  the  undersigned  authority,  a 

notary  public  in  and  for  the  City  and  State  aforesaid  personally  came  and 

appeared  the  within  named   ,  to  me  well  and  personally  known 

as  grantee  in  the  foregoing  instrument  and  with  whom  I  am  personally 
acquainted,  and  known  to  me  to  be  the  identical  person  described  in  and 
whose  name  is  signed  to  the  foregoing  conveyance  and  who  signed,  deliveretj 
and  executed  the  within  and  foregoing  document,  conveyance  and  instru- 
ment on  the  day  and  hour  mentioned,  before  me  in  the  presence  of  the 
two  subscribing  legal  witnesses,  and  who  acknowledged  and  stated  before 
me  on  this  day  iu  the  presence  of  said  witnesses  that,  being  informed  of  the 
contents  of  the  conveyance,  he  had  signed  and  executed  the  said  above  and 
foregoing  instrument  voluntarily  on  the  day  the  same  bears  date  as  his  free 
and  voluntary  act  and  deed  and  for  the  consideration,  uses  and  purposes 
therein  contained,  mentioned  and  set  forth. 

In  Faith  and  Witness  Whereof,  I  have  caused  said  appearer  and  said 
witnesses  to  sign  this  acknowledgment,  and  have  hereunto  set  my  official 
hand   and   signature   and   affixed   my   official   seal   of   office   as   such   notary 

public  the  day  and  year  aforesaid,  at  the  city  of   in  the 

State  of Given  under  my  hand  and  seal  on  said  date  at  11 :00 

o'clock  A.  M. 

My  term  and  commission  cxj>ire  January  22,   1909. 


Notary   PubHc, 

City   of  St.    Louis. 
[Notarial,  Shial]  Missouri. 

Appearer : 


Attesting   Witnesses: 


See  generally  as  to  the  rights  of  bondholders  and  the  eflfect  of  exchang- 
ing securities,  Cook  on  Corporations,  §§  7()0,  8S3. 

See  for  another  form  of  registered  bond,  Forms  1672,  1673,  supra. 
See  for  forms  of  supplemental  mortgage  Forms  1700,  1701,  supra. 


1422    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1703. 

AGREEMENT  BY  SECURITY  HOLDERS  ALLOWING 
CREATION  OF  PRIOR  SECURITIES. 

An  agreement  made  the   day  of   ,  19 .  . .  .,  between 

on  behalf  of  the  holders  of  the  original  securities  here- 
inafter   mentioned,    of    the    one    part,    and    The    Company 

(hereinafter  called  "the  Company"),  of  the  other  part; 

Whereas  the  company  was  incorporated   in  the  year   19....,   and   has   a 

nominal    capital    of   $ ,    divided   into    shares    of 

$ each,  all  of  which  shares  are  fully  paid  up. 

And    Whereas    the    Company   has    made    an    issue    of    $ of 

securities  hereinafter  referred  to  as  the  original  securities,  and  such  se- 
curities are  secured  by  a  trust  deed,  hereinafter  referred  to  as  the  existing 

trust   deed,   dated   the    day  of    ,   19 ,  and  made 

between  the  Company  of  the  one  part  and and 

of .  the  other   part;   and   whereas   the  said   securities  carry   interest   at  the 

rate  of per  cent,  per  annum  payable  half  yearly  on  the 

day   of    ,   and    day   of    ;    and   whereas 

the  business  of  the  Company  has  not  been  successful,  and  the  net  revenue 
from   such  business  is   wholly   inadequate  to  pay  the  interest   on  the  said 

existing  securities;    and  whereas  the    Company   is  in  urgent 

need  of  further  funds,  to  the  extent  of  $ or  thereabouts,  for 

carrying  on  its  business,  and  unless  such  further  funds  can  be  raised  the 
Company  will  have  to  be  wound  up,  which  would,  it  is  apprehended,  result 
in  the  loss  to  the  holders  of  the  existing  securities;  and  whereas  it  is  con- 
sidered impossible  to  raise  such  further  funds  except  upon  the  security  of 
securities  ranking  in  point  of  security  in  priority  to  the  existing  securities 
and  upon  the  footing  that  the  rights  of  the  existing  security  holders  shall 
be  modified  as  hereinafter  provided,  ?o  that  the  Company  may  have  an 
opportunity  of  working  and  developing  its  business  and  bringing  it  into  a 
paying  condition  without  depleting  its  resources  by  paying  the  interest 
on  the  existing  securities  out  of  capital. 

Now,  therefore,   it  is   agreed   as   follows: 

1.  The  Company  shall,  as  soon  as  this  agreement  shall  have  become 
absolute,  as  hereinafter  provided,  be  at  liberty  to  issue  further  securities 

to  the  aggregate  amount  of  $ carrying  interest  at  such  rate, 

not  exceeding   per  cent,  per  annum,  as  the  Company  may  fix, 

and  having  priority  in  point  of  charge  on  the  undertaking  and  assets  of 
the  Company  over  the  said  existing  securities  of  the  aggregate  amount  of 

.$ ,  and  the  securities  for  the  same.     Each  of  the  said  further 

securities  shall  be  framed  in  accordance  with  the  form  set  forth  in  schedule 
"A"  hereto. 

2.  The  said  further  securities  shall  be  secured  by  a  trust  deed  (herein- 
after called  "The  new  deed"),  framed  in  the  form  set  forth  in  schedule 
"B"  hereto   and  approved  of  by  the  parties  hereto,  and  expressed  to  be 

made  between  the  Company,  of  the  first  part,  the  said   and 

of  the  second  part,  and    and   ,  of 

the  tliird  part,  and  the  trustees  of  the  existing  deed  shall  concur  in  and 
execute  such  new  deed. 

3.  The   interest   on   the   existing   securities   due   the    of 


BOND  ISSUES  1423 

,   10.  .  .  .,  sluill  1)0  released,  and  the  holders  of  the  existiii;^ 

securities  shall  respectively  surrender  to  the  Coiniiany   to  be  cancelled  the 
coupons  referring  to  such  interest. 

4.  This  agreement  shall  become  absolute  so  soon  as  it  shall  be  sanc- 
tioned by  an  extraordinary  resolution,  as  defined  in  the  original  trust 
deed,  passed  at  a  meeting  of  the  holders  of  the  existing  securities,  as 
therein  provided,  and  if  it  does  not  become  absolute  within  thirty  days 
from  the  date  hereof,  this  agreement  shall  thereupon  become  null  and 
void. 

5.  If  this  agreement  becomes  absolute,  notice  tliereof  siiall,  as  soon 
as  such  extraordinary  resolution  as  is  hereinafter  mentioned  shall  have 
been  passed,  and  the  new  deed  shall  have  been  executed,  be  indorsed  on 
each  of  the  said  existing  securities,  and  the  holders  thereof  shall  deliver 
the  same  to  the  Company  for  the  purpose  of  such  indorsement  being  made 
accordingly. 

6.  If  this  agreement  becomes  absolute,  it  shall  take  effect  ana  operate 
by  way  of  modification  of  the  rights  of  the  holders  of  the  existing  securi- 
ties, and  of  the  provisions  contained  in  the  existing  trust  deed. 

7.  In  consideration  of  the  premises  the  Company  shall  use  its  best 
endeavors  to  procure  the  passing  of  the  said  extraordinary  resolution, 
and  the  placing  of  the  said  $ new  securities. 

In  "Witness  Whereof  the   said    lias   hereunto   set  his 

hand  and  seal  and  said  The Company  has  caused  its  cor- 
porate name  to  be  hereunto  subscribed  by   ,  its   

and  its  corporate  seal   to  be  hereto   affixed,   attested  by    ,   its 

Secretary,  the  day  and  year  first  above  written. 

[Seal] 

The   Company, 

By  

[CoRPORATK  Sea'l]  Its    

Attest : 


Secretary. 

See  generally  as  to  scaling  down  securities.  Cook  on  Corporation  §§  765, 
883. 

See  Form   1702,  supra. 

Form  1704. 

RESOLUTION  OF  PREFERRED  STOCKHOLDERS  CON- 
SENTING TO  EXECUTION  OF  FIRST  MORTGAGE. 

Kcsolved:  (1)  That  wo,  the  holders  of  ovL'ry  share  of  preferred  stock 
of  the  Baltimore,  Chesapeake  and  Atlartie  Bailway  Company,  do  hereby 
consent  to  the  execution  and  delivery  of  the  mortgage  submitted  to  us, 
with  the  full  understanding  that  the  same  is  and  shall  be  a  first  lien  upon 
all  property  of  the  Baltimore,  Chesapeake  and  Atlantic  Railway  Company 
now  held  by  it,  or  hereafter  to  be  acquired. 

And  resolved  :  (2)  That  we  do  agree  that  on  each  certificate  of  preferred 
stock  now  or  hereafter  issued  there  shall  be  stamped  or  inserted,  substan- 
tially the  following  words,  "This  stock  is  subject  only  to  the  prior  lien  of 
a  mortgage  dated  the   first   day  of   September,   1894,   executed   to  secure 


1424     CORPORATION  FORMS  AND  PRECEDENTS. 

twelve  hundred  and  fifty,  one  thousand  dollar,  first  mortgage  five  per  cent, 
gold  bonds,  and  the  renewals  and  extensions  thereof. ' ' 

And  resolved:  (3)  That  in  testimony  of  our  consent  and  agreement 
thereto,  we  do  as  individual  holders  of  said  stock,  sign  this  resolution  as 
spread  upon  the  minutes  of  the  meeting. 

The  effect  of  the  above  resolution  was  considered  in  Baltimore,  C.  &  A. 
Ey.  Co.  V.  Godeffroy,  182  Fed.  525. 

For  other  forms  of  resolutions  authorizing  a  bond  issue.  See  Forms  21, 
1661,  1664,  1665,  supra. 

Form  1705. 

RESOLUTION  IN  REFERENCE  TO  SURRENDER  OF 
MORTGAGE  BONDS  FOR  NEW  BONDS. 

Resolved,  that  this  company  request  the  holders  of  its  first  mortgage 
bonds  to  surrender  the  same  to  the  Atlantic  Trust  Company  of  New  York, 
and  receive  in  lieu  thereof  an  equal  number  of  first  mortgage  coupon 
bonds  for  a  like  amount  and  payable  at  the  same"  time,  with  interest  at 
the  rate  of  6  per  cent,  per  annum,  payable  semiannually,  to  be  issued 
under  a  like  new  first  mortgage,  made  to  secure  the  payment  of  100  first 
coupon  bonds  for  $1,000  each,  and  in  case  all  the  holders  of  the  present 
first  mortgage  bonds  so  consent  and  as  in  fact  surrender  to  the  said  trustee 
the  said  bonds,  with  all  the  coupons  thereon  not  yet  due,  so  that  the  first 
mortgage  now  existing  can  be  canceled  and  satisfied  of  record, 

Eesolved,  that  the  company  execute  and  deliver  to  the  Atlantic  Trust 
Company  of  New  York  a  new  first  mortgage  on  all  the  property,  real  and 
personal,  in  the  same  general  form  as  the  present  mortgage,  but  with  such 
changes  therein  in  relation  to  the  sale  by  the  company  from  the  time  of 
said  mortgage  of  its  unimproved  real  property  within  the  limits  of  the  town 

of as  the  counsel  of  the  company  may  advise  to  secure  the  payment 

of  100  first  mortgage  bonds  for  $1,000  each,  payable  at  the  same  time  as  the 
present  bonds,  with  interest  thereon  at  the  rate  of  6  per  cent,  per  annum, 
payable  semiannually,  such  bonds  to  be  in  all  respects  like  the  present 
bonds,  save  in  date  of  execution  and  other  formal  changes  consequent  on 
account  of  the  increase  in  the  number  of  the  bonds  from  75  to  100,  and  that 
this  company  make  and  execute  such  100  bonds,  for  $1,000  each,  and  that 
the  said  Trust  Company  be  requested  to  certify  and  deliver  to  the  company 
the  whole  of  the  said  new  100  bonds. 

See  Metropolitan  Trust  Co.  v.  North  Carolina  Lumber  Co.,  162  Fed.  171. 

See  as  to  exchange  of  securities,  Cook  on  Corporations,  §§  765,  883. 

Form  1706. 

NOTICE  OF  EXCHANGE  OF  TEMPORARY  CERTIFICATES 
FOR  MORTGAGE  BONDS. 

Southern  Pacific  Go. 

New  York,  Feb.   8,  1905. 
Notice  to  the  holders  of  Southern  Pacific  Company  Temporary  Certificates 
for  Central  Pacific  Railway  Company  Through  Short  Line  First  Mortgage 
4  Per  Cent  Gold  Bonds^  due  Oct.  1,  1954. 

J^otice  is  hereby  given  that  the  Central  Pacific  Railway  Company  Through 


BOND  ISSUES.  1425 

Short  Line  First  Mortgage  Four  Per  Cent.  (Jold  Bonds,  due  Oct.  1,  1954, 
will  be  ready  for  delivery  at  the  office  of  the  Southern  Pacific  Company, 
No.  120  Broadway,  on  and  after  Feb.  15,  1905,  against  surrender  of 
Southern  Pacific  Company  Temporary  receipts  for  the  same. 

A.  K.  Van  Deventer,  Assistant  Treasurer. 

Form  1707. 

NOTICE  OF  EXCHANGE  OF  CERTIFICATES  OF  DEPOSIT 
FOR  DEFINITIVE  ENGRAVED  SECURITIES. 

To  Holders  of 

Morton   Trust   Company 

Certificates   of    Deposit 

For  the  Six  and  Four  Per  Cent.  Bonds 

and   the 

Preferred   and    Common    Stocks 

of 

The  American  Tobacco  Company. 

Holders  of  the  above-mentioned  certificates  are  notified  that  the  Morton 

Trust  Company  will  be  prepared,  on  and  after  .January  9,  1905,  to  exchange 

the  same  for  the  definitive  engraved  securities  upon  surrender  of  the  said 

certificates  at  our  office. 

Bonds  are  issued  in  Coupon  form  of  $1,000,  and  in  Kegistered  form  in 
denominations  of  $50,  $100,  $500,  $1,000,  $5,000,  $10,000,  $50,000  and 
$100,000. 

For  the  issue  of  Eegistered  bonds  and  tlio  Pix-ferrod  and  Common  stocks, 
holders  must  give  full  name  and  address  in  which  the  new  securities  are 
to  be  drawn,  and  state  whether  the  delivery  shall  be  by  registered  mail  or 
express. 

The  dividend  of  \V-2%  declared  by  The  American  Tobacco  Company  on 
its  Six  per  cent.  Preferred  stock,  payable  to  stockholders  of  record  as  of 
December  31,  1904,  will  be  distributed  by  us  at  the  time  of  surrender  of 
our   certificates   of    deposit. 

Morton   Trust   Company, 
By  H.  M.  Francis,  Secretary. 
Dated   New  York,  January  3,   1905. 

Form  1708. 

NOTICE  OF  EXCHANGE  OF  CERTIFICATES  OF  DEPOSIT 
FOR  DEFINITIVE  BONDS. 

The    Iron   Company. 

Holders  of  Certificates  of  Deposit 
For 

5%    Convertible    Debentures   of    The    Iron    Company    Issued    by 

The   Trust  Company  of  the  City  of   

or Security  &  Trust  Company, 

are  requested  to  return  said  certificates  to  the  undersigned  and  receive  the 

bonds   of   The    Industrial    Company   to   which   they   are   entitled 

under  the  ])laTi.     Certificate  holders  will  at  the  same  time  receive  temporary 


1426    CORPORATION  FORMS  AND  PRECEDENTS. 

receipts  entitling  them  to  their  proportion  of  the  stock  of  The   

Iron  Company  when  and  as  soon  as  the  stock  certificates  can  be  prepared 
for  delivery. 

Security  &  Trust  Co., 

Street,    

,   19.... 

See  Cook  on  Corporations,  §  888. 

Form  1709. 

NOTICE  TO  STOCKHOLDERS  OF  PRIVILEGE  TO  SUB- 
SCRIBE FOR  CONVERTIBLE  GOLD  BONDS. 

New  York,  October  2,  1905. 
To    The    Holders    Of 
First  Preferred,  Second  Preferred  and  Common  Stock 
of    the 

Eailroad  Co. 

Ou  September  20,  1905,  the  Board  of  Directors  authorized  the  issue  of 

$12,000,000  of  the  Four  Per  Cent.  Convertible  Gold  Bonds  of  the   

Eailroad  Company  secured  by  its  General  Mortgage  dated  April  1,  1903, 
for  the  purpose,  among  other  things,  as  specified  in  said  mortgage,  of 
acquiring  more  than  a  majority  of  the  shares  of  common  capital  stock  of 

the    Eailway    Company. 

These  new  convertible  bonds  are  to  be  designated  as  Series  B.  The 
bonds  are  to  be  dated  October  1,  1905,  maturing  April  1,  1953,  with  interest 
payable  semi-annually  on  April  1,  and  October  1,  and  at  the  option  of  the 
holder  they  are  to  be  convertible  at  par  into  common  stock  of  the  Company 
at  $60  per  share  at  any  time  after  two  years  and  before  twelve  years  from 
the  date  of  the  bonds.  Their  issue  has  been  authorized  by  the  Board  of 
Eailroad  Commissioners,  to  whom  application  will  be  made  to  authorize  the 
stock  increase  necessary  for  such  conversion. 

The  General  Mortgage  authorizes  the  issue  of  $50,000,000  convertible 
bonds;  $10,000,000  of  such  bonds  (designated  as  Series  A  and  convertible 
into  common  stock  of  the  Company  at  50  as  therein  stated)  have  heretofore 
been  issued  and  appropriated  as  proposed  in  the  Eailroad  circular  to  stock- 
holders dated  February  16,  1903.  Upon  the  issue  of  the  $12,000,000  Series 
B  bonds  above  described,  the  total  amount  outstanding  under  the  said 
General    Mortgage    will    be    $22,000,000.      The    General    Mortgage    covers 

the  railroad  property  and  franchises  of  the Eailroad  Company 

therein    described,    and    also    will    cover    the    Eailway    stock 

acquired  with  proceeds  of  the  Series  B  bonds. 

There  is  now  offered  to  the  registered  stockholders  of  the   

Railroad  Company  on  October  21,  1905,  a  preferential  opportunity 
ratably  to  subscribe  for  and  to  take  the  $12,000,000  Series  B  bonds  at 
par  and   accrued  interest.     The   Company   has   entered   into   a   contract 

with   Messrs &   Co.,   as   managers   of   an  Underwriting 

Syndicate  (in  which  themselves  and  other  members  of  the  Board  of 
Directors  are  included),  whereby  the  Underwriting  Syndicate,  for  a 
commission  of  21/4  per  cent,  of  the  par  amount  of  said  $12,000,000  Series 
B  bonds,  has  agreed  to  take  any  and  all  of  said  $12,000,000  Series  B 
bonds  which  shall  not  be  taken  by  the  stockholders  under  this  offer. 


BOND  ISSUES.  1427 

For  the  purpose  of  determining  the  right  to  subscribe  to  said  bonds, 
the  stock  transfer  books  of  the  Company  will  be  closed  at  three  o  'dock 
P.  M.  on  October  21,  1905,  and  will  be  reopened  November  15,  19U5, 
at  ten  o'clock  A.  M. 

Only  stockholders  registered  as  such  on  the  transfer  books  on  October 
21,  1905,  will  be  entitled  to  subscribe,  for  the  Series  B  bonds.  Holders 
of  First  Preferred,  Second  Preferred  or  Common  Stock  will  ije  entitled 
to  subscribe  for  $6.75  of  the  Series  B  bonds  for  each  .flOO  par  value 
of  stock  registered  in  their  name.  Suitable  subscription  warrants  will 
be  issued  to  each  stocjtholder  specifying  the  amount  of  bonds  to  which 
such  stockholder  is  entitled  to  subscribe. 

Payments  for  the  Series  B  bonds  rre  to  be  made  in  full  on  or  before 
November  27,  1905,  at  par  and  accrued  interest.  The  privilege  of  sub- 
scription may  be  sold  in  whole  or  in  part,  and  the  warrants  will  bear 
an  appropriate  form  of  assignment  for  this  purpose. 

No  subscription  or  assignment  thereof  will  be  recognized  unless 
made  on  the  warrants  furnished  by  the  Compau}'. 

Stockholders    residing    in    Great    Britain    or    Europe    may    make    their 

subscription  and  payment  at  the  office  of  Messrs &  Co., 

♦. . .    Street,   London,   E.   C,   England,   who  are   authorized   to 

receive  the  same  for  transmission  to  New  York  at  a  rate  of  exchange 
of  which  due   notice  will  be  given. 

Holders  of  Stock  Trust  Certificates  must  exchange  the  same  for  Stock 
Certificates  so  as  to  bo  al)le  to  subscribe. 

By   order  of  the  Board   of  Directors. 

Railroad   Company, 

By   ,  President. 

See  generally  as  to  bonds  convertible  into  stock.  Cook  on  Corporations, 
§§  283,  769;  Clark  &  M.,  Corp.,  §  422. 

Form  1710. 

NOTICE  TO  STOCKHOLDERS  OF  PRIVILEGE  TO  SUB- 
SCRIBE FOR  CONVERTIBLE  BONDS,  WITH  FORM 
OF  RESOLUTION  CONTAINING  TERMS  OF 
PRIVILEGE. 

The   Pennsylvania   Railroad    Company. 
Notice   to   Stockholders. 

Philadelphia,  Pa.,   March   29th,   1905. 

At  a  meeting  of  the  Board  of  Directors  held  this  day,  the  following 
resolution  was  adopted: — 

"Resolved,  That  for  the  purpose  of  providing  the  necessary  funds  for 
the  payment  of  the  Consolidated  Mortgage  Bonds  of  the  Company 
which  mature  June  15th  and  July  1st,  1905,  amounting  to  .$27,480,020; 
for  an  additional  subscription  to  the  capital  stock  of  the  Pennsylvania 
Company;  for  the  purchase  of  four  hundred  locomotives,  and  increase 
of  shop  and  terminal  facilities;  for  construction  expenditure  on  the 
Tunnel  PLxtonsion  of  the  Company's  System  into  the  City  of  New  York, 
and  on  the  Terminal  Station  therein;  for  the  completion  of  the  new 
low  grade  freight  line  east  of  Columbia,  Pa.,  and  for  other  construc- 
tion and  equipment  expenditure  upon  the  Main  Line  bet\\ecn  Pittsburgh 


1428    CORPORATION  FORMS  AND  PRECEDENTS. 

and  New  York;  and  for  other  corporate  purposes,  the  privilege  be  given 
to  the  Stockholders  of  the  Company  to  subscribe  at  par,  between  May 
1st  and  5th,  1905,  inclusive,  on  which  latter  date  the  privilege  will  cease, 
for  the  Convertible  Bonds  hereinafter  described,  to  an  amount  equal 
to  33  1-3  per  cent,  of  the  par  value  of  their  respective  holdings  of  the 
stock  of  the  Company  as  they  stand  registered  on  its  books  at  three 
o'clock  P.  M.  April  12th,  1905. 

"The  bonds  referred  to  are  an  issue  of  $100,000,000  Gold  Bonds  of 
the  Company,  of  the  denominations  of  $1,000  and  $500  respectively,  bear- 
ing date  October  2d,  1905,  running  until  October  Isf,  1915,  with  interest  at 
the  rate  of  3i^  per  cent,  per  annum,  payable  semi-annually  on  the  first  days 
of  June  and  December  (the  first  coupon,  however,  covering  two  months' 
interest  from  October-  1st  to  December  1st,  1905,  and  the  last  coupon 
being  payable  October  1st,  1915,  covering  four  months'  interest  from 
June  1st,  1915,  to  October  1st,  1915),  free  of  all  taxes  which  may  be 
imposed  thereon  by  the  Laws  of  the  United  States  of  America  or  of 
the  Commonwealth  of  Pennsylvania,  and  which  the  Company  may  be 
required  to  deduct  therefrom.  They  will  be  issued  as  Coupon  Bonds, 
but  may  be  registered  as  to  principal,  or  may  be  exchanged  thereafter 
for  Registered  Bonds,  without  coupons,  in  denominations  of  $1,000  or 
$5,000,  or  such  larger  denominations  as  may  be  authorized  by  the  Board 
and  under  such  regulations  as  it  may  prescribe. 

"These  bonds  will  be  convertible  at  the  option  of  the  holder,  at  any 
time  after  December  1st,  1905,  into  capital  stock  of  the  Company,  at 
$75  per  share,  unless  previously  called  for  redemption.  They  may  be 
called  for  redemption  by  the  Company  on  December  1st,  1910,  or  at 
any  subsequent  interest  period  on  ninety  days'  notice,  at  par  and 
accrued  interest,  but  when  so  called  they  may  be  converted  up  to  thirty 
days  prior  to  the  date  named  in  said  notice  for  redemption.  Any  neces- 
sary adjustment  of  interest  and  dividend  will  be  made  at  the  time  of 
conversion. 

"Warrants  will  be  issued  to  each  Stockholder  by  the  Treasurer  speci- 
fying the  amount  of  bonds  for  which  said  Stockholder  is  entitled  to 
subscribe  under  this  privilege. 

"The  privilege  of  subscription  may  be  sold  in  whole  or  in  part  by  any 
Stockholder — a  form  of  assignment  therefor  being  indorsed  on  the 
warrants. 

"The  terms  of  subscription  to  be  as  follows: 

"Payments  may  be  made  either  in  full  between  May  1st  and  5th, 
1905,  inclusive,  or  in  two  instalments  of  50  per  cent,  each,  the  first  instal- 
ment between  May  let  and  5th,  1905,  inclusive,  and  the  second  between 
September  25th  and  30th,  1905,  inclusive. 

"The  warrants  must  be  surrendered  to  the  Treasurer  between  May 
1st  and  5th,  1905,  inclusive,  accompanied  by  the  payments  prescribed, 
otherwise  the  privilege  will  be  void  and  the  warrants  of  no  value. 

"For  payments  made  in  full  at  first  instalment  period  there  will  be 
issued  full-paid  negotiable  receipts  for  amounts  of  $500  or  multiples 
thereof,  bearing  interest  at  the  rate  of  3%  per  cent,  per  annum  from 
May  1st  to  October  1st,  1905,  which  will  be  exchangeable  for  bonds  on 
and  after  September  25th,  1905,  and  for  amounts  less  than  $500  there 
will  be  issued  full-paid  scrip  receipts  bearing  interest  at  the  rate  and 


BOND  ISSUES.  1429 

for  the  time  aforesaid,  and  exchangeable  for  bonds  when  surrendered 
in  amounts  of  $500  or  multiples  thereof,  provided  such  surrender  is 
made  between  September  25tii  and  December  30th,  1905,  inclusive. 
After  the  latter  date  these  full-paid  scrip  receipts  cannot  be  exchanged 
for  JKnuls,  but  will  be  redeemable  at  their  face  value  with  interest  as  afore- 
said from  May   1st  to  October   1st,  1905. 

"Upon  payment  of  the  first  instalment,  there  will  be  issued  nego- 
tiable instalment  receipts  which  are  to  be  surrendered  to  the  Treasurer 
at  the  time  of  the  payment  of  the  second  instalment,  whereupon  inter- 
est will  be  paid  on  the  first  instalment  from  May  1st  to  October  1st, 
1905,  at  the  rate  of  .3^^  per  cent,  per  annum  and  delivery  made  of  the 
bonds  and  scrip  receipts  for  fractions  of  bonds,  respectively. 

"The  scrip  receipts  issued  at  the  second  instalment  period  will  not 
carry  any  interest,  but  will  be  exchangeable  for  bon<ls  when  surrendered 
in  amounts  of  $500  or  multiples  thereof,  provided  such  surrender  is  made 
on  or  before  December  30th,  1905.  After  that  date  they  will  be  redeem- 
able at  their  face  value  in  cash  without  interest. 

"The  right  to  receive  bonds  under  this  privilege  shall  not  accrue  to 
any  Stockholders  unless  the  terms  of  subscription  are  fully  complied 
with  and  payments  made  as  hereinbefore  stated,  and  no  subscription  or 
assignment  of  the  privilege  will  be  recognized  unless  made  on  the  forms 
furnished  by  the  Company." 

Warrants  accompanied  by  a  circular  giving  full  explanation  of  this 
bond  issue  will  be  mailed  about  April  24th,  1905,  to  Stockholders  who 
have  filed  permanent  dividend  orders  in  this  office,  to  the  addresses 
indicated  on  such  orders,  and  where  dividends  are  collected  by  bankers, 
brokers,  or  others  on  powers  of  attorney  or  other  authority,  the  war- 
rants will  be  sent  to  such  authorized  parties  for  delivery  to  the  Stock- 
holders, unless  other  instructions  are  received  relative  thereto  prior  to 
April  24th,  1905. 

Warrants  not  provided  for  as  above  may  be  obtained  at  this  office 
not   later  than   May  5th,   1905. 

Subscriptions  and  payments  may  be  made  either  at  the  office  of  the 
Treasurer,  Broad  Street  Station,  Philadelphia,  or  at  the  office  of  the 
Company,  No.  85  Cedar  Street,  New  York. 

All  communications  by  mail  should  be  addressed  to  the  Treasurer  at 
Philadelphia.  Henry  Tat  nail. 

Treasurer. 

See  generally  as  to  bonds  convertible  into  stock,  Cook  on  Corporations, 
§§283,   769;  Clark  &  M..  Corp..  §422. 

See  for  convertible  bonds,  Forms  lfi74,  1678,  1684,  1687,  supra,  1711,  1712, 
post. 

Form  1711. 

NOTICE  OF  PRIVILEGE  TO  SUBSCRIBE  FOR  CON- 
VERTIBLE DEBENTURE  BONDS. 

Smelting  &  Eetining  Company. 

Broadway,   New   York. 

November    ,    19.  . . . 

To  the  Stockholders  of Smelting  &  Refining  Company: 

Pursuant  to  resolutions  of  the  Board  of  Directors,  adopto<l    

....,  19....,  but  subject  to  obtaining  the  authorization  of  the  necessary 


1430    CORPORATION  FORMS  AND  PRECEDENTS. 

increase   in   the   Company's  authorized   capital   stock  at  the  meeting  of 

the  stockholders  which  has  been  called  for  the  purpose  for    

,  19 ,  the  privilege  will  be  given  to  the  holders  of  the  Pre- 
ferred and  Common  Stock  of  this  Company  to  subscribe,  at  par  (with 
an  adjustment  of  accrued  interest)  upon  the  terms  and  conditions  here- 
inafter stated,  on  or  before    ,  19 ,  for  an  amount 

of  Six  Per  Cent.  Gold  Debenture  Bonds  of  Smelters  Securi- 
ties Company  equal  to  fifteen  per  cent.  (15%)  of  their  respective  hold- 
ings of  the  stock  of Smelting  &  Eefining  Company,  as 

registered  on  its  books  at  three  o'clock  P.  M.,   ,   19.... 

This  Company  has  arranged  with  Messrs Co.  to  under- 
write the  subscription  of  the  entire  issue. 

Said  bonds  will  be  of  an  authorized  issue  of  $15,000,000.  They  will 
be  convertible  at  the  option  of  the  holder  at  any  time  after  issue  and 

prior  to   ,  19.  , .  .    (or  in  case  of  earlier  redemption 

until  thirty  days  prior  to  the  redemption  date),  into  fully  paid  shares 

of  the  Common  Stock  of   Smelting  &  Eefining  Company, 

at  par,  provided  that  at  the  time  when  such  bonds  shall  be  offered  for 

conversion  the  market  value  thereof  shall  be  at  least  par.     On 

,  19 .... ,  or  on  any  semi-annual  interest  day  thereafter,  said  bonds 

are  to  be  subject  to  redemption  by  the  Securities  Company  as  a  whole, 
or  to  redemption  in  part  by  operation  of  the  sinking  fund  hereinafter 
mentioned,  on  ninety  days'  notice,  at  105%  of  the  face  value  thereof 
and  accrued  interest;  but  any  bonds  so  called  for  redemption,  during 
the  conversion  period,  may  be  converted  into  stock  up  to  thirty  days 
prior  to  the  redemption  date  specified  in  the  call  for  redemption.  If 
less  than  all  said  bonds  are  to  be  redeemed,  the  bonds  to  be  redeemed 
are  to  be  designated  by  lot.  Adjustment  of  accrued  interest  and  current 
dividends  will  be  made  at  the  time  of  conversion.  Bonds  received  by 
Smelting  &  Eefining  Company  upon  conversion  will  con- 
tinue in  force  and  become  assets  of  that  Company. 

The  bonds  will  be  payable  on ,  19.  .  .  .,  and  will  bear 

interest  from   ,  19.  . .  .,  at  the  rate  of  six  per  cent. 

per  annura,  payable  semi-annually  on  the  first  days  of   and 

in  each  year,  the  first  coupon  being  payable  on    

,    19....      Both   principal   and   interest   will   be   payable    in   gold 

coin  of  the  United  States  of  America  of  or  equal  to  the  present  stand- 
ard of  weight  and  fineness,  without  deduction  for  any  tax  or  other  gov- 
ernmental charge  which  the  Securities  Company  may  be  required  to 
pay  thereon  or  to  retain  therefrom  under  any  present  or  future  law  of 
the  United  States  of  America,  or  of  any  State,  county,  municipality  or 
other  taxing  authority  therein.  They  will  be  in  coupon  form  in  the 
denominations  of  $500  and  $1,000  respectively,  with  the  privilege  of 
registration  as  to  principal. 

The  bonds,  or  the  agreement  under  which  they  are  to  be  issued,  shall 
contain  a  covenant  on  the  part  of  the  Securities  Company  that  it  will 
not  creaj;e  any  bonds,  debentures  or  mortgage,  or  any  pledge  of  the 
holdings  of  the  stock  of  any  of  its  subsidiary  companies  now  owned 
or  hereafter  to  be  acquired  by  it,  which  shall  take  precedence  over  said 
convertible  bonds. 

Provision  shall  also  be  made  for  the  creation  by  the  Securities  Company 


BOND  ISSUES.  1431 

of  a  sinking  fund  of  at  least  $500,000  per  annum  until  the  maturity  of 

the    bonds,    the    first    payment    to    be    made    on    ,    19...., 

with  the  option  to  the  Securities  Company  at  any  time  to  pay  into  the 
sinking  fund  sums  in  excess  of  $500,000  per  annum.  All  bonds  purchased 
or  redeemed  for  the  sinking  fund  are  to  be  kept  alive  and  the  income 
thereof  added  to  the  sinking  fund. 

As  soon  as  possible  after  the  closing  of  the  books  on    , 

19....,  subscription  warrants,  signed  by  the  Treasurer  or  an  Assistant 
Treasurer  of  this  Company,  will  be  issued  to  each  stockholder  of  record, 
specifying  the  amount  of  bonds  for  which  he  is  entitled  to  subscribe. 
Such  warrants  will  be  issued  only  in  amounts  of  $500,  or  some  multiple 
thereof,  in  face  value  of  said  bonds.  For  each  fraction  of  a  $500  bond 
for  which  a  stockholder  is  entitled  to  subscribe,  a  fractional  warrant 
will  be  issued.     No  subscription  may  be  made  on  a  fractional  warrant, 

but   if  surrendered   before    ,   19....,  to  the   Treasurer   with 

other  fractional  warrants  aggregating  $500,  face  value,  a  subscription 
warrant  for  a  $500  bond  will  be  issued  in  exchange,  and  if  the  sur- 
rendered fractional  warrants  include  a  fraction  in  excess  of  $500,  a  new 
fractional  warrant  will  be  issued  for  such  fraction.  Fractional  war- 
rants desired  by  stockholders  to  complete  full  bonds,  or  fractional  war- 
rants which  the  stockholders  desire  to  dispose  of,  must  be  bought  and 
sold  in  the  market,  as  this  Company  will  not  sell  or  purchase  such  fractions. 

On  the  back  of  these  warrants  will  be  two  forms.  The  first  form  is 
to  bo  filled  out  and  signed  by  the  stockholilers  or  by  their  assigns  in 
case  they  desire  to  subscribe.  The  second  form,  which  is  an  assignment, 
is  to  be  filled  out  and  signed  by  the  stQckholders  only  in  case  they 
desire  to  dispose  of  the  subscription  privilege. 

Where  a  warrant  authorizes  a  subscription  for  two  or  more  bonds, 
stockholders  who  may  wish  to  subscribe  for  a  portion  of  the  bonds  cov- 
ered by  the  warrant  and  dispose  of  the  balance,  or  who  may  wish  to 
dispose  of  a  portion  of  the  bonds  covered  by  a  warrant  to  one  person 
and   the  balance  to  another,  should  return  their  warrants  to  this   office 

before ,  19.  . .  .,  to  be  split  up  into  warrants  for  the  desireil 

amounts.  Warrants  so  returned  should  be  accompanied  by  a  statement 
in  writing  specifying  the  number  of  warrants  desired  in  exchange  and 
the  amount  of  bonds  to  be  covered  by  each. 

The  price  of  subscription  for  the  bonds  payable  in  Xew  York  funds, 
in  installments,  at  the  office  of  this  Company,  is  as  follows: 

Per  $500    Per  $1,000 
Bond.  Bond. 

At  the  time  of  making  subscription,  on  or  before 

,    19 ,    $250.00         $500.00 

On ,  19 (19  days'  interest  included),     250.79  501.5S 

Subscriptions  ma}',  however,  be  paid  in  full  at  the  time  of  making 

the   subscriptions   on  or  before    ,   l^,".  .,..,   in   which   case 

the  amount  payable  will  be  $500  for  a  $500  Bond  or  $1,000  for  a  $1,000 
Bond. 

The  warrants  must  be  returned  to  tliis  office  on  or  before   , 

19....,  accompanied  by  the  payment  of  the  first  installment  or  the  full 
aipount  payable;  and  all  warrants  not  so  returned  with  such  payment 
on  or  before  said  date  shall  be  void  and  of  no  value. 


1432    CORPORATION  FORMS  AND  PRECEDENTS. 

Failure  to  pay  the  second  installment,  when  and  as  payable,  will  oper- 
ate as  a  forfeiture  of  all  rights  in  respect  of  the  subscription  and  the 
installments  previously  paid. 

The  Treasurer  will,  on  the  surrender  of  the  warrants  and  the  pay- 
ment of  the  first  installment,  issue  receipts  which  shall  be  transferable 
by   delivery  merely  and  which,  unless  previously  paid  in  full,  must  be 

returned  on  or  before ,  19.  .  .  .,  accompanied  by  the  second 

installment. 

Full  paid  receipts  for  bonds  will  be  exchangeable  for  the  engraved 
bonds  as  soon  as  the  latter  are  ready  for  delivery. 

No  subscription  or  assignment  of  this  privilege  will  be  recognized 
unless  made  upon  the  forms  of  this  Company. 

No  stockholder  of  this  Company  will  be  entitled  to  any  of  the  above- 
mentioned  bonds  unless  the  terms  of  subscription  herein  specified  are 
fully  complied  with. 

The  subscriptions  and  the  respective  installment  payments  must  be 
made  at  the  dates  and  in  accordance  with  the  provisions  stated  above. 
Checks   or  drafts  in  payment  of  subscriptions  must  be   drawn  in   favor 

of    Smelting   &   Eefining   Company,   in   New   York   funds, 

and  for  the  exact  amounts  covering  the  respective  installments. 
By  order  of  Board   of   Directors, 
Secretary. 

See  Forms  1710,  supra,  1712,  post. 

Form  1712. 

ADVANCE  SUBSCRIPTION  TO  CONVERTIBLE 
DEBENTURES. 

I,   the   undersigned,   owner   of    shares   of   the   stock   of  the 

Company,   hereby  subscribe  for,   and   agree  to   purchase   at 

par    (*)    dollars   of   the   $2,000,000.00   Six   Per   Cent.   Ten 

Year   Convertible   Debentures   of   the    Company   if   the 

same  are  authorized  by  the  shareholders  of  the  Company  at  a  meeting 

thereof  to  be  held  in , ,  on  the day  of , 

19.  .,   and   in  such  event   I   agree  to   pay  for  my   subscription   in  cash   on 
or  before ,  19 


Stockholder. 

• ,  19.... 

*Here  insert  an  amount  in  cash  e(|ual   to    %   of  the  par  value  of 

the  stock  owned  by  the  subscriber. 

See  Form  1684,  supra  for  trust  deed  securing  such  debentures. 

Form  1713. 

WARRANT  FOR  DEBENTURE. 

No $ 


The    Company 

Six  Per  Cent.  Ten-Year   Convertible   Gold   Debentures. 

This  is  to  certify  that  or   assigns,  is  entitled  to 

subscribe  on  or  before   ,  19.  .  .  .,  at  par  and  accrued  inter- 


BOND  ISSUES.  1433 

est,   from    19 ,   for    Dollars   par    value,   of 

the    Six     Per    Cent.    Ten-Year    Convertible     Gold     Debentures    of    The 
Company   issued  pursuant  to  a   resolutioi)   of  the  Board 
of   Directors   adopted    ,    19 ...  . 

Payment  of  such  subscription  must  be  made  to  The Com- 
pany, at  its  office,   ,   ,  on  or  before   ,  19 

This  warrant  will  be  void  and  of  no  value  unless  surrendered  to  The 

Company  on  or  before   ,  19 accompanied 

by  payment   of  the  full   subscription  price. 

On  the  back  of  this  warrant  are  two  forms,  the  first  to  be  signed 
if  subscription  is  made,  and  the  second,  which  is  an  assignment  requir- 
ing a   witness,  to  be  signed  if  the  privilege  is  deposed  of. 

The  Company, 

By  

Secretary. 

(Endorsement.) 
Subscription. 

,   191.... 

The    Company : 

The  undersigned  hereby  subscribes  for  the  amount  of  Debentures  covered 
by  this  warrant. 

(Signature)    

(Address)    


Assignment. 

,   191.... 

The    Company : 

For  value  received   the  right  to  make  the  within  subscription  is  hereby 

assigned  to   ,  whose  address  is   

(Stockholder)    

(Address)    

("Witness : )     

(Signature)    

(Address)    

Note:     For  estates  or  trust  accounts  this  assignment  must  be  executed 
by  all  the  executors,  administrators  or  trustees. 

See  for  form  of  trust  agreement  to  secure  such  debentures,  Form   1684, 
supra. 

Form  1714. 
FRACTIONAL  WARRANT  FOR  DEBENTURE.     • 


No. 


The    Company 

Six  Per   Cent.   Ten- Year  Convertible  Gold  Debentures. 

This  is  to  certify  that   or assigns,  is  entitled 

upon  surrender  hereof  on  or  before ,19 ,  at  the  ofTice  of  the 

above  named  Company,  Street,  ,  with  other 

like  fractional  warrants  aggregating  an  amount  of  $100,  or  multiple 
thereof,  to  receive  a  subscription  warrant  in  exchange,  entitling  the  holder 
to  subscribe  at  par  and  accrued  interest  from   ,  19.  .  .  .,  for 


1434    CORPORATION  FORMS  AND  PRECEDENTS. 

One  Hundred    ($100)    Dollars   or   multiples  thereof   par   value   of   the   Six 

Per   Cent.    Ten-Year   Convertible  Gold   Debentures   of  The    

Company,  issued  pursuant  to  a  resolution  of  the  Board  of  Directors  adopted 

J  19 If  the  fractional  warrants  so  surrendered  include  a 

fraction  in  excess  of  $100  or  multiples  thereof,  a  new  fractional  warrant 
will  be  issued. 

Payment    of    such    subscription    for    One    Hundred     ($100)     Dollars    or 

multiples  thereof,  must  be  made  to  The   Company,  at  its 

office   Street ,  on  or  before 

..-■,  19 

This  warrant  will  be  void  and  of  no  value  unless  returned  to  this  office 

on  or  before ,  19.  ... ,  with  other  like  warrants  aggregating  an 

amount  of  not  less  the  One  Hundred   ($100)   Dollars  or  multiples  thereof, 
as  hereinbefore  provided. 

On  the  back  of  this  warrant  are  two  forms,  the  first  to  be  signed  in  case 
of  the  surrender  hereof  with  other  like  fractional  warrants  as  hereinbefore 
provided,  and  the  second,  which  is  an  assignment  requiring  a  witness,  to 
be  signed  if  this  fractional  warrant   is   disposed  of. 

The   Company, 

By   Secretary. 

(Endorsement.) 
Exchange  for  Subscription  Warrants. 

,   191 

The    Company : 

You  are  hereby  requested  to  issue  to  the  undersigned  in  lieu  of  this 
fractional  warrant  and  of  other  like  fractional  warrants,  surrendered  here- 
with, a  subscription  warrant  together  with  a  fractional  warrant  for  the 
fraction   in  excess,  if  any. 

(Signature)    

(Address)    


Assignment. 

,   191 

The    Company : 

For  value  received  the  right  to  make  the  within  subscription  is  hereby 

assigned   to    ,   whose   address   is    

(Stockholder)    

(Address)    

(Wifness:) 

(Signature)    

(Address)    

Note:     For  estates  or  trusts  accounts  this  assignment  must  be  executed 
by   all   the   executors,   administrators   or   trustees. 
See  two  forms  next  preceding. 


•      JiOXD  LSSL'KS.  1435 

Form  1715. 
SUBSCRIPTION  RECEIPT  FOR  DEBENTURES. 

No $ 

Six   Per   Cent.   Ten-Year   Convertible  Gold   Debentures, 
of 

The    Coiiijiaiiy. 

This  is  to  certify  that  The   Company  has  received 

from    ,   payment    for    Dollars,   par 

value  of  The Company  Six  Per  Cent.  Ten-Year  Convert- 
ible Gold  Debentures  to  be  dated   ,  19.  . .  .,  and  to  bear  interest 

therefrom   at  the  rate  of  six  per  cent,  per  annum,  payable  semiannually. 

The  holder  hereof  shall  be  entitled  to  receive  engraved  debentures  of  the 

Company  of  the   above   mentioped  par  value  upon  the  surrender  of  this 

certificate  to   the   Company   at   its  office  at    Street,   in  the  City 

of ,  on  or  about ,  19 This  certificate  may 

be   transferred   upon   the   books  of  the   Company  on  the  surrender   thereof 
duly  endorsed. 

Dated    ,    19 

The Company, 

By  

(Endorsement.) 
For  value  received,  the   within  receipt  and  all   right  and   interest  there- 
under are  hereby  sold,  assigned  and  transferred  unto   

(Address  of  party  to  whom  assigned) 


Dated   ,  191 

(Signature)    [Seal] 

Witnessed  by: 

(Signature)    

(Address)    

Notice:      The    signature    to    this    assignment    must    correspond    with    the 
name  as  written  upon  the  face  of  the  receipt  in  every  particular,  without 
alteration   or  enlargement,   or   change   whatever. 
See  three  forms  next  prece<iing. 

Form  1716. 
SUBSCRIPTION  FOR  BONDS,  WITH  BONUS  OF  STOCK. 


." Trust   Company. 

Subscription  to  the  Bonds  of 

I  hereby  subscribe  for Bonds  of  the 

Company  at  par  ($1,000  per  Bond),  pajnnents  to  be  made  One  Hundred 
Dollars  per  Bond  at  ^ime  of  signing  this  subscription  and  One  Hundred 
Dollars  per  month  per  Bond  for  nine  months.  It  is  understood  that  at  the 
time  full  payment  is  made  for  these  Bonds,  there  will  be  issued  and  de- 
livered to  me  with  each  Bond, Dollars  full  paid  four  per  cent. 

Preferred  Stock  of  the   Company,  and   Dollars 

of  the  full  paid  Common  Stock  of  said  Company  as  a  Bonus.  At  the  same 
time  the    Trust  Company,  will  give  me  an  option  for  an  ad- 


1436    CORPORATION  FORMS  AND  PRECEDENTS. 

ditional  number  of  Bonds  equal  to  the  number  now  subscribed  for  payable 
on  the  same  terms  with  the  same  amount  of  Preferred  and  Common  Stock 
per  Bond  as  bonus,  the  said  option  not  to  expire  until  ninety  days  after  the 

Bonds  and  Shares  of  the Company  have  been  listed  on  the 

New  York  and  London  stock  exchanges. 


Address    

(See  also  forms  for  Subscription  to  Stock,  which  can  be  adapted  for  a 
subscription   to   bonds.) 

See  generally  as  to  a  bonus  of  stock  with  bonds,  Cook  on  Corporations, 
§§42,  766;  Clark  &  M.,  Corp.,  §§389-401. 

Form  1717. 

SUBSCRIPTION  FOR  BONDS. 

,  191 

^lessrs &  Co., 

New  York. 
Gentlemen: 

I 

Referring  to  your  prospectus  dated    ,  191. ., 

herewith    subscribe    for    Dollars    ($ )    of   The 

Railway    Company   5%    Refunding   and    Improvement 

Mortgage  Gold  Bonds,  due  April  1,  1950,  and-—  agree  to  accept  the  said 

me 

Bonds   (Temporary  Receipts)   or  any  less  amount  you  may  allot and  to 

us 

make  payment  therefor,  in  New  York  funds,  upon  receiving  notice  of  the 

allotment,  at  the  office  specified  in  said  allotment  notice. 

Yours  truly. 

Signature   , 

Name  in  full    

Address  in  full  

Form  1718. 
SUBSCRIPTION  FOR  BONDS  (ANOTHER  FORM). 

No ,    1911. 

Messrs &  Co., 

Street 


Dear  Sirs: 

herewith  subscribe  for   Dollars   ($ ) 

we 

of 

The  Chicago,  Rock  Island  and  Pacific  Railway  Company 

St.  Paul  &   Kansas  City  Short   Line  Railroad  Company 

First  Mortgage  4^^%  Gold  Bonds, 

Maturing  February  1,  1941, 

Principal    and    Interest    Unconditionally    Guaranteed,    by    Endorsement    on 

Each  Bond,  by  The  Chicago,  Rock  Island  &  Pacific  Railway  Company, 


BOND  ISSUES.  1437 

in  accordance  with  the  terms  of  your  prospectus,  dated  February  24,  1911, 

and  agree   to   accept    the  said   Bonds    (Temporary   Certificates)    or   any 

we 

me 

less  amount   you    may   allot  and   to   make   payment   therefor    in    full    at 

us 

your  oflfice  in  New   York  funds  upon  allotment.  ' 

Yours  truly, 

Signature    

Name  in  full  

Address  in  full 

Subscriptions  in  New  York  and  Chicago  must  be  for  Dollar  Bonds. 

Form  1719. 
AGREEMENT  TO  PURCHASE  BONDS  FROM  SUBSCRIBER. 

In  considcratiou  of  Howard  Hendrickson  subscribing  for  three  thou- 
sand dollars  of  bonds  of  the  Hygienic  Ice  &  Refrigerating  Company, 
of  Albany,  N.  Y.,  I  agree  to  purchase  fifteen  hundred  dollars  of  such 
subscription  from  him  within  one  year  from  January  1,  1909.  Such 
bond  so  purchased  shall  carry  with  it  such  capital  stock  as  may  accom- 
pany such  bonds. 

Dated  Dec.  24,  1908. 

P.  J.  Callan, 
Howard   Hendrickson. 

(See   Hendrickson  v.  Callan,   131  N.  Y.  Supp.  839.) 


Form  1720. 

NOTICE  IN  REFERENCE  TO  DEPOSIT  OF  INCOME  BONDS 

FOR  THE  PURPOSE  OF  HAVING  INTEREST 

WARRANTS  ATTACHED  THERETO. 

To  the  Holders  of   Company 

First,  Second  and  Third  Preference  Income  Bonds. 

To  the  Holders  of Company,  First,  Second  and  Third 

Income   Bonds. 

, , ,  19.... 

The   Company  has  made  provision  for  the  attachment 

to  their  Income  Bonds  of  engraved  coupon  sheets  bearing  coupon  inter- 
est warrants  for  the  fiscal  year  ending  ,19....,  and  there- 
after,  to   maturity. 

The   bonds   should   be   deposited   on   and   after    ,   19 

■with  the    Trust   Company,    Street,    

who  will  issue  negotiable  receipts  therefor,  and  pay  interest  payable  to 

and    including    ,    19....      Such    bonds    as    are    deposited    for 

this  purpose  will  be  stamped  with  an  endorsement  showing  payment  in 
full,  of  interest  to  date,  and  providing  that  thereafter  interest  will  only 
be  paid  upon  presentation  of  interest  warrants.  A  charge  of  fifty  cents 
per  bond  will  be  made  to  cover  expense. 

Full  particulars  may  be  obtained   upon  application  to  the   

Trust  Company  or  to  the  undersigned. 


1438    CORPORATION  FORMS  AND  PRECEDENTS. 

The    Company    reserves    the    right,    in-   its    discretion,    to    ^vithdraw    this 
offer,  to  renew  it  or  modify  the  terms. 

Company, 

By Treasurer. 

See  generally  as  to  income  bonds.  Cook  on  Corporations,  §  773. 
See  as  to  interest  couponsj  Cook  on  Corporations,  §  771;  Clark  &  M.,  Corp  , 
§  183c. 

Form  1721. 

NOTICE  TO  BONDHOLDERS  OF  RIGHT  TO  HAVE  GUAR- 
ANTY OF  INTEREST  ENDORSED  THEREON. 

To    The    Holders    of    Railway    &    Lighting    Company 

First  and  Refunding  Mortgage  4^/^%  Fifty- Year  Gold  Bonds. 

By  agreement  and  Supplemental  Mortgage  dated  ,  19.  . . ., 

The Improvement  Company  agreed  to  guarantee  by  endorse- 
ment the  interest  on  such  of  the  above-named  bonds  as  might  be  pre- 
sented  to    Trust    Company,   in    ,   on    or   before 

,  19....,  and  the  Railvray  &  Lighting  Com- 
pany agreed  to  establish  for  the  benefit  of  the  bonds  so  guaranteed  a 
sinking  fund  of  ^^  of  1  per  cent,  per  annum  on  the  total  amount  of 
outstanding  First  and  Refunding  Bonds,  in  consideration   of   an   option 

to  The Improvement  Company  to  purchase  and  an  option 

to  the    Railway   &  Lighting  Company  to  call  the  bonds  so 

guaranteed,  on  any  coupon  date  at  105  and  interest. 

Over   80  per  cent   of  this  issue  having  accepted  the   above   offer,  the 

undersigned  have  arranged  that  any  bonds  presented  to  the   

Trust  Company, St.,   ,  on  or  before   , 

19....,  shall  have  said  guaranty  and  stipulation  endorsed  thereon,  in 
accordance  with  the  terms  of  said  Agreement  and  Supplemental  Mortgage. 

Dated ,  19 

&    Co. 

St.,    

See   generally   as  to   the  guaranty  by  one  corporation   of  bonds  of  an- 
other corporation,  Cook  on  Corporations,  §  775;  Clark  &  M.,  Corp.,  §  184. 

See  for  forms  of  guaranty  of  bonds.  Forms  1688-1696,  supra,  1722,  post. 

Form  1722. 

NOTICE  TO  BONDHOLDERS  OF  RIGHT  TO  HAVE  GUAR- 
ANTY ENDORSED  ON  BONDS,  WITH  FORM 
OF  GUARANTY. 

To   Holders   of   The   First   Mortgage  Five  Per   Cent.   Bonds   of   The 
Lighting   Company. 

Notice  is  hereby  given  that,  in  accordance  with  the  terms  of  an  agree- 
ment dated   ,  19.  . .  .,  between  the    Lighting 

Company,  the Gas  Company  and  others,  whereby  the  latter 

Company  guaranteed  the  payment  of  the  principal  and  interest  of  the 
above  mentioned  bonds,  holders  thereof  may  have  the  guaranty  stajnped 
thereon  and  executed  by  the   Gas  Company,  by  present- 


BOND  ISSUES.  1439 

ing   the    same    at    the    Bank    of    ,    

Street,   The  guaranty  will  be  in  the  following  form: 

"Pursuant  to  the  terms  of  an  Agreement,  dated ,  19. .  .  ., 

between   tlie    Lighting  Company,  the    and    

Lighting    Coii.pany,    tho    Improvement    Company,    the 

Gas  Company  of   and  the    Trust 

Company  of   ,  the    Gas  Company  of    

hereby  assumes  and  agrees  to  pay  the  within  bond  of  the  

Lighting   Company    and    the    interest    thereon,    when    and    as    the    same 
fall  due  respectively." 

Gas    Company    of     , 

By    

Secretary, 

See  as  to  the  guaranty  by  a  corporation  of  bonds  of  another  corpora- 
tion, Cook  on  Cori)orations,   §  775. 
See  note  to  preceding  form. 
See  Forms  1688-1696,  supra. 

Form  1723. 
NOTICE  OF  PAYMENT  OF  COUPONS. 

Company 

Consolidated  Refunding  Mortgage  4%  Bonds. 

Coupon  No.   9,   due    ,   19 ,  from  the  Consolidated 

Refunding  Mortgage  4%  Bonds  of  this  company  will  be  paid  upon  pre- 
sentation, on  and  after  January ,19 ,  at  the  offices  of  Messrs 

&  Co.,   Street,   ,  or  Messrs 

&  Co.,    Street,    


Treasurer. 
19.... 


Form  1724. 
NOTICE  OF  PAYMENT  OF  COUPONS  (ANOTHER  FORM). 

Railway  Company,  41/2%   1st  Mortgage  60-Year  Gold  Bonds. 

Notice   is   hereby  given  that   Coupon   No.   2,  due  July   1st,   19 ,  on 

the  41/2%  First  Mortgage  60-Year  Gold  Bonds  of  the   Railway 

Company   will    be    paid    on    and   after    that    date   in    New    York    at    the 
Trust  Company. 

Coupons  must  be  left  three  clear  days  for  examination  previous  to  pay- 
ment between  the  hours  of  10  A.  M.  and  2  P.  M.  (Saturday  excepted). 

Listed  forms  can  be  obtained  from  the  said   Trust  Company. 

Dated  this  I'Tth  day  of  June,  19.  .  .  . 

For   Railway  Company. 

Secretary. 

Referring  to  the  above  notice,   upon   presentation   and   surrender  of  the 

coupons  referred  to  the  same  will  be  paid  by  Trust  Company  at 

its  principal  office,  No ,  New  York  City. 

Secretary. 


1440    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1725. 

NOTICE  BY  TRUSTEE  FOR  TAKING  UP  COUPONS  ON 
CONDITION,  AND  ACCEPTANCE. 

Chicago,   Jan.   1,   1895. 

To  the  Holders  of  Coupons  Hereinafter  Referred  to:  Please  take  notice 
that  the  coupons  of  the  bonds  maturing  this  day  of  the  Lake  Street  Elevated 
Eailroad  Company  are  taken  up  by  the  undersigned,  the  American  Trust  & 
Savings  Bank,  trustee,  expressly  under  the  following  conditions:  The 
Lake  Street  Elevated  Eailroad  Company  on  December  28,  1894,  deposited 
certain  moneys  with  this  bank  to  meet  said  interest  coupons  due  January  1, 
1895.  Other  parties  now  insist  that  those  moneys  belong  to  them,  and  that 
said  moneys  should  be  applied,  not  toward  the  payment,  but  only  toward  the 
purchase  for  them  of  said  coupons.  If  it  be  hereafter  judicially  determined 
that  their  position  is  correct,  then  the  said  coupons  so  maturing  January  1, 
1895,  and  taken  up  by  this  bank  will  be  turned  over  to  them  as  purchasers 
thereof  uncanceled;  otherwise  said  coupons  will  be  treated  as  paid,  and 
will  be  canceled  by  this  bank.  Unless  you  consent  to  the  conditions  of  this 
notice  the  undersigned  must  decline  to  take  up  said  coupons. 

The  American  Trust  &  Savings  Bank,  Trustee. 

The  undersigned,  who  is  the  holder  and  the  owner  of    

dollars  of  the  coupons  above  referred  to,  hereby  accepts  and  consents  to  all 
of  the  provisions  and  conditions  of  the  foregoing  notice. 


Witness :    

See  Farmers'  Loan  &  Trust  Co.  v.  Lake  St.  EL  R.  Co.,  122  Fed.  914. 

Form  1726. 

NOTICE  OF  PAYMENT  OF  INTEREST  ON  DEPOSITED 
MORTGAGE  BONDS. 

To   the    Holders   of    Certificates    of    Deposit    for    Consolidated    Mortgage 

Four  Per  Cent.  Bonds  of  the   Company,  issued  by  the 

undersigned: 

Having  collected  the  interest  due  January  1st,  1905,  on  the  deposited 
Consolidated  Mortgage  Four  Per  Cent.  Bonds,  the  undersigned  are  prepared 
to  pay  the  same  to  the  above  holders  on  production  of  their  Certificates  of 
Deposit  for  stamping  the  payment  thereon. 

The Trust  Company, 

, ,  19.  .  .  .  Depositary. 

Form  1727. 

VOTICE  OF  PAYMENT  OF  INTEREST  ON  BONDS 
DEPOSITED  UNDER  AGREEMENT. 

Notice  of  Payment  of  Interest  to  the  Holders  of 

Company 

Bonds. 

The  interest  due ,  19.  .  . .,  upon  the  bonds  of  the , 

Company,  will  be  paid  at  the  office  of &  Company, 


BOND  ISSUES.  1441 

Street     ,  upon  presentation  for  endorsement  of  payment 

of   the   certificates   of  deposit   of  the    Trust   Company   under 

the  agreement   of    ,   19 ,   or   upon   presentation  and  sur- 
render of  the  coupons. 

The  interest  on  bonds  deposited  with of , 

will  be  paid  at  their  office  upon  presentation  of  certificates  of  deposit  issued 
by  them  under  said  agreement. 


Committee. 


Form  1728. 

NOTICE  OF  DECLARATION  OF  INTEREST  UPON 
ADJUSTMENT  MORTGAGE  BONDS. 

The Eailway  Company 

Four  Per  Cent.  One-Hundred- Year  Adjustment  Mortgage  Bonds. 

Notice  is  hereby  given  that  the  Board  of  Directors  of  this  Company  has 
declared  to  be  due  and  payable  on  the  first  day  of  November,  1905,  an 
instalment  of  interest  (being  the  ninth  instalment  upon  the  above  bonds) 
at  the  rate  of  Four  Per  Cent,  on  the  par  amount  thereof,  being  Forty  Dollars 
($40)  upon  each  One-thousand  dollar  ($1,000)  bond,  and  Twenty  Dollars 
($20)   upon  each  Five-hundred  dollar   ($500)   bond.     Such   interest  will  be 

paid  at  the  office  of  the  Company, Street,  New  York  City,  New 

York,  on  the  coupon  bonds,  upon  presentation  and  surrender  of  the  respective 
coupons  Numbered  9,  and  on  the  Kegistered  Bonds  to  the  registered  holders 
thereof  of  November  1,  1905.     The  transfer  books  of  the  Registered  Bonds 
will  close  on  October  7,  1905,  and  will  remain  closed'until  Nov.  2,  1905. 
Stamped  Adjustment   Mortgage  Bonds. 
Semi-Annual  Interest. 

A  semi-annual  instalment  of  Two  Per  Cent,  in  respect  of  interest  on  the 

Stamped   Adjustment    Mortgage   Bonds   of   The    Eailway 

Company  will  be  paid  at  its  office,  No Street,  New  York  City, 

New  York,  on  November  1,  1905,  upon  presentation  and  surrender  of  the 
respective  coupons  Numbered  18,  and  to  the  holders  of  Registered  Bonds. 
The  transfer  books  of  the  Registered  Bonds  will  close  on  October  7,  1905, 
and  will  remain  closed  until  November  2,  1905. 

,   Assistant   Treasurer. 

New  York,  September  6,  1905. 

See  generally  as  to  interest  on  bonds.  Cook  on  Corporations,  §  771. 


1442    CORPORATION  FORMS  AND  PRECEDENTS 

Form  1729. 

NOTICE  OF  DECLARATION  OF  INTEREST  UPON 
INCOME  BONDS. 

Eailway  Company 

First  Preference  Income  Bonds 

Interest  For   19....    and  19 

To    the    Holders    of    Eailway    Company's    First    Preference 

Income  Bonds: 

, , ,  19--.- 

By  supplementary  resolution  of  tbe  Board  of  Directors  adopted , 

19 ,  interest  at  tbe  rate  of  2.312%  (being  $23.12  on  each  First  Prefer- 
ence Income  Bond  of  this  Company  of  the  par  value  of  One  Thousand 
Dollars)    has  been  ascertained  and  declared  payable  for  each  of  the  two 

fiscal  years  ended ,19 and  19 ,  respectively,  and  will 

be  paid  on  and  after ,19 ,  by Trust  Company'  of 

,  No .• Street,   ,  or   Bank  of 


Stamped     bonds  to  which  coupons  have  been  attached  in  accordance  with 

circular  of ,  19.  . .  .,  need  not  be  presented.     Interest  thereon 

will  be  paid  upon  presentation  of  coupons  numbers  4  and  5  respectivelj', 
w^hich,   after   stamping   thereon   the   payment   herein  provided   for,   will  be 

returned  to  the  holder.     Unstamped  bonds  must  be  presented  to   

Trust  Company  of or Bank  of that  payment 

may  be  noted  thereon. 

By  order  of  the  Board  of  Directors. 

,  Treasurer. 

Form  1730. 

NOTICE  OF  PAYMENT  OF  INTEREST  BY  TRUSTEE  FOR 
INCOME  BONDS. 

To    the    Holders    of 
Second    Preference    Income   Bonds 
of  the 

Eailway  Company. 

The  undersigned,  as  Trustee  of  the  Second  Preference  Income  Mortgage 

of Eailway  Company,  dated •.  .,  18.  . .  .,  having 

received  from  the  said  Eailway  Company  the  sum  of  $197,478.4.5,  pursuant 

to  a  judgment  of  the Court  of , •, 

dated   ,  19 ,  in  the  action  instituted  by  the  undersigned 

against  said  Eailway  Company  to  recover  the  amount  of  the  net  earnings 
and  income  of  the  said  Eailway  Company  applicable  to  the  payment  of  inter- 
est on  said  Second  Preference  Income  Bonds  for  the  fiscal  year  ending , 

19....  (which  said  judgment  reserves  for  future  determination  the  ques- 
tions of  the  further  liability  of  the  Eailway  Company  for  the  balance  of  the 
interest  unpaid  for  said  fiscal  year,  of  interest  on  interest,  and  of  the  com- 
pensation and  expenses  of  the  undersigned  and  its  counsel). 

Notice  is  hereby  given  that  interest  at  the  rate  of  2.5  per  cent.,  or  $2.5,  on 
«ach  Second  Preference  Income  Bond  of  the  par  value  of  $1,000  (being  the 


BOND  ISSUES.  1443 

sum  of  $28.L'l,  less  $3.l'1   per  bond  deducted  on   account  of  expenses),  will 

1.0  paid  by  the  undersigned  at  its  oflice,  No Street, , 

on   and    after    ,   19....,    to    the    lioiders   of   said    bonds,    upon 

])resentation   of   the    interest   warrant    for    ,    I'J.  .  .  .,  or   of 

registered  or  uiistaiujtcd  bonds,  for  tiie  notation   tliereon  of  such  payment. 

Dated   .. ,  19 

Trust  Company 

Trustee, 
By    

AHce-President. 
See  Forms  IGGTICTI,  s^tpra,  for  forms  relative  to  income  bonds. 

Form  1731. 

NOTICE  OF  PAYMENT  OF  INTEREST  BY  INCOME 
BONDHOLDERS'  PROTECTIVE  COMMITTEE. 

Kail  way   (Joinpany. 

To  the  Holders  of  Certificates  of  Deposit   of    Trust  Com- 
pany, Issued  Under  the  Protective  Agreement  Dated    , 

19....,  for  First  Preference  Income  Bonds  of  Said    Kailway 

Company. 

The  above  named  Kailway  Gomi)any,  having  paid  to    Trust 

Company,    as    Trustee    of    the    First    Preference    Income    Mortgage    dated 

,  19.  . .  .,  the  sum  .of  $200,000  pursuant  to  a  judgment  of  the 

Court  of   ,   ,  entered ,19 ,  in 

the  action  caused  to  be  instituted  by  the  undersigned  Committee  against 
the  said  Eailway  Company  to  recover  the  amount  of  the  net  earnings  and 
income  of  the  said  Eailway  Company  applicable  to  the  i)aymont  of  interest 

on  said  First  Preference  Income  Bonds  for  the  fiscal  year  ending , 

19.  . .  .   (which  said  judgment  reserves  for  future  determination  the  questions 

of  the  further  liability  of  said  Eaihvay  Company  for  interest  on  interest, 

and  of  the  compensation  and  expenses  of  the  said  Trustee  and  its  counsel). 

Notice  is  hereby  given  that  the  undersigned  Committee  will  pay,  on  and 

after    ,19 ,  at  the  office  of  said    Trust 

Company,  No Street, ,  the  sum  of  $43.75  for  each 

First   Preference  Income  Bond  represented  by  such  certificates   (being  the 

sum  of  $50.00  less  $6.25  per  bond  deducted  by  said    Trust 

Company  on  account  of  expenses),  which  payment  will  be  stamped  on  said 
certificates   of   deposit. 

Holders  of  certificates  of  deposit  may  present  the  same  to Trust 

Company,    ,    ,  which  will  act  as  agent  for  said    

Trust   Company   for   the   above   purposes. 

The    undersigned    Committee    reserves    the    right    to    make    deduction    for 
expenses   already   incurred  and   that    it   may   hereafter   incur   from   further 
collections  of  interest  now  in  defaulL 
Dated    ,19 

COMMITTKK    DK    HOLDERS    OF    FIKST    PttEFERENCE    INCOME    BONDS, 

By    Chairman. 

Secretary. 

Street,    

See  note  to  Form   1730,  supra. 


1444-  CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1732. 

NOTICE  OF  ASCERTAINING  AND  DECLARATION  OF 
INTEREST  UPON  INCOME  BONDS. 

Company. 

Treasurer 's  Office. 
Interest    Notice. 

'••,  •• , ,  19--. 

Interest  at  the  rate  of  Five  Per  Cent.,  being  $50  on  each  Bond  of  $1,000, 

has  been  ascertained  and  declared  payable ,  19.  .  .  .,  on  the  First, 

Second   and   Third   Preference    Income  Bonds   of   this   Company,   and   will 

be  paid  on  presentation  of  the  bonds  on  and  after  that  date  at  the 

Trust  Company   St.,    ,  or  the    Bank 

of    ,    ,    

By  order  of  the  Board  of  Directors. 


Treasurer. 


See  generally   as   to   income   bonds,   Cook   on   Corporations,    §  773. 
See  note  to  Form    1730,  su2)ra. 


Form  1733. 

NOTICE  OF  PAYMENT  OF  COUPONS  ON  MATURED  TIM- 
BER CERTIFICATES  DEPOSITED  WITH  COMMITTEE. 

Lumber  Co.  6%   Timber  Certificates. 

To  the  holders  of Trust  Company  Certificates  of  Deposit,  under 

agreement  dated  February  2,  1904,  of Lumber  Company  6  per  cent. 

Timber  Certificates   (issued  by  the Trust  Company,  as  trustee). 

Upon  presentation  at  the  office  of  the   Trust  Company, 

No Street,    ,  on   and   after  June  30th,   1905, 

holders  of  the  above-described  Certificates  of  Deposit  will  receive  from  the 

Trust  Company  the  amount  of  the  coupons  dated  February 

Ist,  1905,  on  the  Timber  Certificates  represented  by  such  Certificates  of 
Deposit  with  interest  accrued  thereon  from  February  1st,  1905,  to  June 
.•50th,  1905. 

Upon  such  payment  being  made,  a  certificate  to  that  effect  will  be  stampe<l 
upon  the  Certificates  of  Deposit. 

Upon    the   surrender    on    and    after   June   30th,    1905,    of   Certificates   of 
Deposit  representing  Timber  Certificates,   Series  "C, "  which   matured  on 

February   1st,   1905,  holders  will  receive   from   the    Trust 

Company  the  full  amount  of  the  principal  of,  and  the  February  1st,  1905, 
coupons  on  such  Timber  Certificates,  with  interest  on  said  principal  and 
coupons  at  the  rate  of  Six  Per  Cent.  (6%)  per  annum  from  February  1st, 
1905,  to  June  30th,  1905.  From  the  principal  of  the  certificates,  the 
Committee  will  retain  Five  Per  Cent.  (5%)  to  secure  the  proportionate 
amount   of   possible   expenses   of   the   Committee   and   will  give  a   receipt 


BOND  ISSUES.  1445 

therefor.     Any  portion   of  such   sum   not   used   by   the   Committee   will   be 
returned  to  the  holders  of  such  receipt. 


Counsel 


,    Secretary,      Committee. 

iso Street, 


.,  Chairman, 


I 

Trust   Company, 

Depositary, 

Messrs &  Company,  of   Street,   , , 

and  of Street, , ,  and  Messrs & 

Co.,  of Court,   ,  London,  E.  C,  have  been  appointed 

Agents  for  the  Trust  Company,  Depository,  in  connection  with 

the  above  notice. 

Form  1734. 

NOTICE  OF  REDEMPTION  OF  OUTSTANDING  FIRST 
MORTGAGE  BONDS  BEFORE  MATURITY. 

To  the  Holders  of  the  Outstanding  5%  Bonds  of  the 

Eailway  &  Ferry  Company, 

Secured  by  its  ^lortgage  dated ,  19. . . . 

Notice   is  hereby  given  by  the  above-named  Company  of  its  election  to 
redeem  all  of  its  outstanding  First  Mortgage  Five  Per  Cent.-  Bonds  on  the 

first  day  of  ,  19. . . .     Payment  will  be  made  upon  said  bonds  at 

the  office  of  the  Trustee, Trust  Company, Street, 

.Manhattan  Borough,  New  York  City,  at  the  rate  of  110  per  cent,  of  the  par 
of  said  bonds,  together  with  all  accrued  and  unpaid  interest.  Holders  of 
said  bonds  are  notified  to  present  them  for  payment  at  said  office  on  the 

day  of ,  19.  . . .,  on  which  day  all  interest  on  said  bonds 

will  cease. 

By  order  of  the  Board  of  Directors, 

President. 

Dated ,19 

Referring   to   the   above   notice,   the    undersigned   beg   to   announce   that 
they  are  prepared  to  anticipate  the  redemption  of  the  above  bonds  either 

for  cash  or  in  exchange  for  the Railway  &  Ferry  Company 's 

First  Mortgage  4  per  cent.  Bonds,  due  March,  1950. 


St.,  New  York. 


Form  1735. 


NOTICE  OF  PAYMENT  OF  BONDS  BY  SUCCESSOR 
COMPANY. 

To  the  Holders  of  the  Bonds  of  the Gas  Light  Company,  Dated  May 

1,  1902,  Secured  by  Deed  of  Trust  of  That  Date  to  the Savings 

Bank   (Now  the   Trust  and  Savings  Bank),  Trustee. 

The Gas  Sn  Electric  Company  (formerly  the Gas  Light 


1446    CORPORATION  FORMS  AND  PRECEDENTS. 

Company)  hereby  notifies  and  requests  all  holders  of  all  outstanding  bonds 

of  the Gas  Light  Company,  secured  by  Deed  of  Trust  dated  May  1, 

1902,  to  the   Savings     Bank,  as  Trustee   (now  the 

Trust   &   Savings  Bank),   to  present   said  bonds,   together  with   all   unpaid 

coupons  evidencing  interest  thereon  at  the   National  Bank  of 

Chicago,    No Street,    Chicago,    Illinois,    on    May    1,    1913, 

where  upon  presentation  and  delivery  of  such  bonds  and  coupons  uncancelled 
to  said  bank,  there  will  be  paid  the  principal  amount  of  such  bonds  with 
a  premium  of  Three  Per  Centum  (3%)  thereon  and  accrued  interest  to  May 
1,  1913.     Holders  of  any  of  said  bonds  desiring  to  secure  payment  thereof 

prior  to  May  1,  1913,  are  referred  to    and  Company,  corner  of 

and   Streets,  Chicago,  Illinois. 

Interest  upon   said    Gas  Light   Company  Bonds,  payable  May  1, 

1913,  will  be  provided  for  on  that  date,  only  on  presentation  and  delivery  of 

both  bond  and  coupons  in  every  case,  at  the   National  Bank  of 

Chicago. 

Gas  and  Electric  Company, 

(formerly  the Gas  Light  Company) 

By 

President. 
By    .♦. 

Treasurer. 

Form  1736. 
NOTICE  OF  REDEMPTION  OF  ENTIRE  BOND  ISSUE. 

Company. 

Bond  Eedemption   Notice. 
Notice  is  hereby  given  to  the  holder  or  holders  of  all  the  outstanding 

bonds   of   the    Company,   of  the  issue   known   as   ' '  Five   Per 

Cent.  First  Consolidated  Mortgage  Gold  Bonds,"  bearing  date  October 
31,  A.  D.  1900,  secured  to  be  paid  by  Trust  Deed  or  Mortgage,  given  by 

said Company  to Trust  Company  of  Philadelphia, 

Pennsylvania,  trustee,  and  recorded  in  the  office  of  the  Eecorder  of  Deeds 
of  Kane  County,  Illinois,  December  6,  A.  D.  1900,  in  Book  398,  at  page  207, 
that  in  pursuance  of  the  provisions  of  said  Trust  Deed  or  Mortgage  and  of 
said  bonds,  and  in  accordance  with  a  resolution  of  the  Board  of  Directors, 
each  and  all  of  the  outstanding  bonds  of  the  foregoing  issue  of  bonds  have 
been  duly  drawn  for  redemption  and  payment  at  105%  and  interest,  and 
are  hereby  called  in,  for  redemption,  and  for  payment  on  April  1st,  A.  D. 

1911,  at  the  office  of  said  Trustee, Trust  Company,  at  Philadelphia, 

Pennsylvania,  and  that  interest  upon  said  bond  issue,  and  each  and  every 
of  the  outstanding  bonds  thereof  will  cease  from  and  after  April  1st, 
A.  D.  1911. 


Secretary. 
Dated  February  24,  1911. 


BOND  ISSUES.  1447 

Form  1737. 

NOTICE  OF  REDEMPTION  OF  BOND  ISSUE  BEFORE 
MATURITY. 

Iron  and  SteeU  Conipauy  First  Mortfjage  5%  Gold  Bonds. 

Notice  is  hereby  given  that  pursuant  to  the  terms  of  the  Indenture  of 
Mortgage  dated  June  1,  1901,  given  by  the Iron  and  Steel  Com- 
pany to    Trust  Company  of   ,  Trustee,  in  -the  sum 

of  $300,000,  the  said Iron  and  Steel  Company  has  exercised  the 

privilege  and  option  of  paying  off,  on  the  First  day  of  June,  1911,  all  of 
the  issue  of  bonds  secured  by  said  mortgage  then  remaining  outstanding 
and  unpaid,  with  interest  thereon  to  that  date,  and  thereafter  all  interest 
thereon  shall  cease,  and  the  coupons  attached  to  said  bonds  for  interest 
after  that  date  will  thereupon  become  null  and  void. 

The  said  bonds,  with  all  unmatured  coui)ons  attached,  should  be  presented 

for  payment  at  the  office  of  the  Trustee,  No street,  in  the  City 

of ,  on  or  after  June  1,  1911. 

iron  and  Ste«l  Company, 


Treasurer. 
February   15th,   1»11. 

Form  1738. 
NOTICE  OF  REDEMPTION  OF  COLLATERAL  NOTES. 

Offices  of Company. 


19.. 


NOTICE. 

To  the  holders  of Company  Five- Year  Six  Per  Cent.  Collateral 

Notes  secured  by  the  Trust  Agreement  dated  February  1,  1908,  between 

Company  and   Trust  Company,  as  Trustee. 

Pursuant  to  the  terms  of  Section  Tenth  of  the  Trust  Agreement  between 

Company  and    Trust  Company,   as  Trustee,  dated  as 

of  February  1,  1908,  relating  to  the Company  Five- Year  Six  Per 

Cent.  Collateral  Notes   (authorized  issue  $5,000,000  par  value),    

Company  will  redeem  and  pay  on  February  1,  1912,  at  the  office  of 

Trust   Company,    Building,    ,    ,  the  principal 

of  all  the  said  Collateral  Notes  issued  and  outstanding  in  the  hands  of  the 
public  under  said  Trust  Agreement  (to-wit:  $4,776,000,  par  value),  together 
with  interest  accrued  to  said  date.  Said  Notes  so  to  be  redeemed  bear  the 
serial  numbers  1  to  4465,  both  inclusive,  and  4690  to  5000,  both  inclusive. 
No    interest   will   accrue   upon   said   Notes   from   and   after   said   February 

1,  1912. 

Company, 

Attest :  By  

President. 

Secretary. 
[CoRPOEATE  Seal] 


1448    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1739. 
NOTICE  OF  REDEMPTION  OF  BONDS. 

Office  of 

The Company, 

* ,   19.... 

Owners  of  bonds  of  The Company,  are  hereby  notified  that  the 

Trust  Company  of    ,  Trustee,  has  designated  by  lot 

bonds  numbered to  be  redeemed  as  required  by  the  mortgage 

on  account  of  Sinking  Fund  payment  due ,  19 Said  bonds 

to  be  redeemed  at    Bank,  No Street,   

Interest  on  bonds  designated  as  above  will  cease ,  19. . .  . 

The  Company, 


Secretary. 

Form  1740. 
NOTICE  OF  REDEMPTION  OF  SINKING  FUND  BONDS. 

Kedemption   of 

Company 

Sinking  Fund  Bonds  of  18.  . .  . 

The  following  numbered   bonds  of   the  above   issue,  both   Six  and  Five 

Per  Cent.,  have  been  drawn  for  the  Sinking  Fund  of  19 ,  in  conformity 

with  the  mortgage,  and  will  be  redeemed  by  The  Trust 

Company,  Trustee,  at  No Street,    ,  at  105  and 

accrued   interest    to    ,    19 ,   upon   surrender  of  the  bonds; 

interest   will   cease   to   accrue  on  and  after  that   date.     Registered  bonds 
required  to  be  assigned  on  delivery. 

Registered  bonds  in  denominations  of  $5,000  and  $10,000  drawn  in  part 
for  redemption,  by  numbers  representing  $1,000  each,  must  be  surrendered 

and  new  registered  bonds  bearing  interest  from ,  19.  . . .,  will  be 

given  for  the  undrawn  portion  thereof. 

6%  Coupon  Bonds,  $1,000  each,  Nos 

6%   (E)  Registered  Bonds,  $1,000  each,  Nos 

6%    (D)   Registered  Bonds,  $5,000  each,  drawn    in    part.      Each    number 
drawn  representing  $1,000.     Nos 

6%   (C)   Registered  Bonds,  $10,000  each,   drawn  in   part.     Each  number 
drawn  representing  $1,000.     Nos 

5%  Coupon  Bonds,  $1,000  each,  Nos 

5%   (E)  Registered  Bonds,  $1,000  each,  Nos 

5%   (D)   Registered  Bonds,  $5,000  each,  drawn    in    part.      Each    number 
drawn  representing  $1,000.     Nos 

5%    (C)   Registered  Bonds,  $10,000  each,   drawn   in  part.     Each  number 
drawn  representing  $1,000.     Nos 


President  of Company. 


BOND  ISSUES.  1449 

Form  1741. 

NOTICE  OF  FIRST  MORTGAGE  BONDS  DRAWN  FOR 
PAYMENT. 

Houston  &   Texas  Central 

First  Mortgage  Bonds. 

Notice  of  Bonds  Drawn  for  Payment. 

The  Houston  &  Texas  Central  Railroad  Company,  having  in  its  possession 
casL  proceeds  from  sales  ot  lands  covered  by  Trust  Indenture  between 
Frederick  P.  Olcott,  the  Central  Trust  Company  of  New  York,  and  the 
Southern  Pacific  Company,  dated  April  1,  1890,  which  are  applicable  to  the 
purchase  of  the  Houston  &  Texas  Central  Railroad  Company's  first  Mort- 
gage Bonds,  secured  by  such  Indenture,  to  an  amount  suflicient  at  the  price 
limited  in  said  Trust  Indenture  to  purchase  and  retire  250  of  such  Bonds, 
and  it  having  been  found  that  such  bonds  cannot  be  purchased  at  or  below 
110  per  centum  of  the  par  value  thereof,  and  accrued  interest  thereon, 
there  have  been  drawn  by  lot,  under  the  provisions  of  such  Trust  Indenture, 
Bonds  secured  thereby  bearing  the  distinguishing  numbers  hereinafter 
stated,  to  be  paid  for  out  of  such  proceeds  of  such  land  sales  at  the  said  rate 
of  110  per  centum  of  the  par  value  thereof  and  accrued  interest  thereon. 

The  distinguishing  numbers  of  the  Bonds  so  drawn  are  as  follows,  viz: 

The  Bonds  bearing  such  distinguishing  numbers  will  be  paid  for  at  the 
rate  above  mentioned,  viz:  110  per  centum  and  accrued  interest,  upon 
presentation  thereof,  with  all  unmatured  coupons  attached  thereto,  at  the 
office  of  the  Houston  &  Texas  Central  Railroad  Company,  1'20  Broadway, 
New  York  City. 

The  Bonds  so  drawn  will  cease  to  bear  interest  from  and  after  sixty 
days'  published  notice  of  such  drawing,  viz.:  from  and  after  the  31st 
day  of  May,  1905. 

New  York,  March  28,  1905. 

Houston  &  Texas  Central  R.  R.  Co., 

By  R.  S.  Lovett,  President. 

Form  1742. 

NOTICE  OF  BONDS  DRAWN  FOR  REDEMPTION  WITH 
CERTIFICATE  OF  NOTARY  PUBLIC. 

To   The   Holders    Of   The 
First   Mortgage  Bonds  of 

The Company. 

This  is  to  certify  that  in  accordance  with  the  First  Mortgage  or  Deed  of 

Trust    of    The    Company    to    Trust    Company, 

now  The  Trust  Company  of ,  as  Trustee,  dated  October  1st,  1902, 

the  following  Bonds,  Nos.  58,  63,  206,  234,  287,  315,  515,  679,  752  and  800, 

have  this  day,  February  21st,  1911,  at  the  office  of  The  Trust  Company  of 

New  York,  been  designated  for  redemption  at  105  per  cent. 


1450    CORPORATION  FORMS  AND  PRECEDENTS. 

and  interest  on  the  1st  day  of  April,  li>ll,  on  presentation  and  surrender 
thereof,  with  all  unpaid  coupons  attached,  to  said  Trustee. 
Interest  on  the  above  bonds  will  cease  on  April  1st,  1911. 

The  Trust  Company  of ,  Trustee, 

By 

Trust   Oflacer. 

The  Company, 

By 

President. 

..;t    .  ;.i,ii .      Director. 
I  hereby  certify  that  the  above  bonds  were  drawn  as  stated.     Witness 
my  hand  and  seal  this  23rd  day  of  February,  1911. 

Notary  Public,  New  York  County. 
In  accordance  with  the  above  certificate,  the  undersigned  will  redeem  the 
above  numbered  bonds  at  105  and  accrued  interest  on  and  after  April  1st, 

1911,  when  presented  with  all  unpaid  coupons  at  its  office,  Nos 

Street,  New  York  City. 

The  Trust  Company  of   

By    ^ ■... 

Vice-President. 

Form  1743. 

NOTICE  OF  DRAWING  OF  BONDS  FOR  SINKING  FUND 
AND  CERTIFICATE  OF  NOTARY  PUBLIC. 

Eailroad  Company 

First  Mortgage  6%  Bonds  Called  for  Eedemption  September  1,  1905. 
This  is  to  certify  that  One  hundred  and  Seventy-five   (175)  bonds  of  the 

Eailroad  Company  numbered  as  below  and  secured  by  that 

Company's      ^Mortgage  bearing  date  March  1,   1880,  have  this   day,  July 

12th,  1905,  at  2:30  o'clock  P.  M.,  at  the  office  of  the Eailroad 

Company  in  the  City  of  New  York  been  designated  by  lot  for  redemption 
at  five  per  centum  premium  on  the  first  day  of  September,  1905,  on  pre- 
sentation  and  surrender  thereof,   with  all  unmatured  coupons  of  same,   at 

the  oflSce  of  the  Eailroad  Company,  No. St.,  in  the 

City  of  New  York,  said  bonds  being  designated  for  redemption  in  accord- 
ance with  the  fourth  clause  of  said  Mortgage  to  enable  the  said 

Eailroad  Company  to  make  the  payments  to  the  Sinking  Fund  of  said 
Mortgage  due  from  September  1,  1889,  to  September  1,  1905  inclusive,  said 

Eailroad  Company  having  failed  to  make  any  payments  to  said 

Sinking  Fund  since  September   1,   1888.     Said  bonds  were  designated  for 
redemption  to  cover  each  of  said  annual  payments  separately  as  follows: 
Payment  Due  September  1,  1889. 

78,  206,  241,  366,  554. 

Payment  Due  September  1,  1890. 

51,  267,  349,  383,  574,  etc.,  etc.- 


BOND  ISSUES.  1451 

Interest,  on  said  bonds  will  cease  iSepteniher  1,  l!)():j. 

Ifajlroad  Co., 

By  

Second   Vice-President. 

Assistant   Secretary, 
We  hereby  certify  that   the  above  bonds  were  drawn  as  stated.     Witness 
our  hands  and  seals  this  I'ith  day  of  .July,   litOS. 

Xotary  Public  .\o ,  Kings  County. 

Certificate  filed  in   New  York  County. 
Witnesses: 


Notary  Public  No ,  Kings  County 

Cert,  filed  in  N.   Y.  County. 

Form  1744. 

CERTIFICATE  OF  SINKING  FUND  COMMISSIONERS  AS 
TO  DRAWING  OF  BONDS  FOR  SINKING  FUND. 

Company. 

New  York,  Nov.  29,  1905. 

The  undersigned,  Sinking  Fund  Commissioners  under  the Company 

consolidated  6  per  cent,  mortgage,  hereby  certify  that  we  have  this  day 
made  a  drawing  of  bonds  to  be  applied  to  Sinking  Fund  Account  of  Novem- 
l)er  1,  1905,  in  accordance  with  provisions  of  mortgage,  and  that  bonds 
bearing  numbers  as  follows,  viz.:  187,  308,  441,  548,  918,  932  and  1180 
have  been  drawn  for  such  purpose,  and  that  interest  on  said  bonds  shall 
cease  from  and  after  the  1st  day  of  .May,  1906,  and  the  bonds  taken  up  at 
105  per  cent,   and  accrued   interest   to  said   date. 


Sinking  Fund  Commissioners. 


Form  1745. 
NOTICE  OF  EXERCISE  OF  OPTION  TO  CALL  BONDS  FOR 

PAYMENT. 

To  the  Holders  of  First  Mortgage  Bonds  of 

The Company. 

Notice    is   hereby  given   to   the  holders   of   the   following    Five   and   One- 
half  Per  Cent.   {5Vj%)  First  Mortgage  Gold  Bonds  of  The   

Compan.y,  to  wit: 

Bonds  numbered   consecutively   1021   to   1060,  both  inclusive,   due  March 

15,   1919 
Bonds   numbered   consecutively    1061    to   1100,   both    inclusive,   due   Sept 
15,   1919 
which   bonds,    of    the    denomination    of    One    Thousand    Dollars    ($1,000.00) 


1452    CORPORATION  FORMS  AND  PRECEDENTS. 

each,  are  secured  by  deed  of  trust  dated  September  15,  1905,  given  by  The 

Company   to   The    Trust   Company,   that   in 

accordance  with  a  provision  in  said  deed  of  trust  The Company 

has  exercised  its  option  to  call  in  the  aforesaid  bonds  for  prepayment  on 
March  15,  1912,  and  that  on  and  after  said  date  all  interest  upon  said  bonds 
shall   cease;   that  upon   the  presentation  and  surrender  of  said  bonds  and 

all  interest  coupons  thereon,  on  March  15,  1912,  at  the  office  of  The 

Trust  Company,   ,   ,  or  at  the   National  Bank, 

, ,  said  bonds  and  the  matured  interest  coupons,  together 

with  a  premium  of  Five  Per  Cent.  (5%)  of  the  principal  of  said  bonds  will 
be  paid  to  the  holders  thereof. 

The   Company, 

By  

President. 


Secy.-Treas. 
January  4,  1912. 


Form  1746. 

NOTICE  OF  RECEPTION  OF  PROPOSALS  TO  SELL  BONDS 
FOR  SINKING  FUND. 

Sealed  proposals  will  be  received  until  3  o'clock  p.  m ,  19.  .  .  ., 

at  the  office  of ,  No , Street, ,  Trustee, 

for  the  sale  to  it  of  all  or  any  part  of  so  many  bonds  of  the 

Company  as  the  sum  of  $ applicable  to   the  Sinking  Fund   will 

pay  for. 

The  Trustee  reserves  the  right  to  reject  any  or  all  bids  not  satisfactory 
to  said  Trustee.  The  offers  of  bidders  unknown  to  the  Trustee  must  be 
accompanied  by  satisfactory  references. 

Such  offerings  as  are  accepted  will  be  those  of  the  lowest  bidders  within 
the  amount  stated.  The  parties  making  such  offers  will  b^  advised  at  once 
of  their  acceptance,  and  payment  will  be  made  on  surrender  and  transfer 
of  the  bonds  on   ,  19 ...  . 

Should  two  or  more  holders  bid  the  same  lowest  price,  the  number  of 
bonds  taken  from  each  will  be,  as  nearly  as  practicable,  pro  rata. 

Proposals    should    be    indorsed    ' '  Proposals    for    the    Sale    of    Bonds    of 

Company,"  and  addressed  to 

! President, 


Form  1747. 

NOTICE  OF  RECEPTION  OF  PROPOSALS  TO  SELL 
BONDS  FOR  SINKING  FUND  (ANOTHER  FORM). 

Sealed   proposals   will   be   received   until   3   o'clock   p.   m.   Friday,   March 

10th,  at  the  office  of  The    Trust  Company  of   ,  No. 

St., ,  Trustee,  for  the  sale  to  it  of  all  or  any 

part  of  so  many  bonds  of  the Company  as  the  sum  of  $105,464.46 

applicable  to  the  Sinkiap  Fund,  will  pay  for. 


BOND  ISSUES.  1453 

Lowest  bids  at  a  jirice  k-ss  than  par  aiitl  accrued  interett  will  be  con- 
Bideied,  and  if  accepted,  the  parties  ottering  them  will  be  advised  at  once 
and  payment  will  be  made  on  surrender  and  transfer  of  the  bonds  ou  or 
after  Third  Month  (March)  lltli,  1911.  Interest  on  the  bonds  so  accepted 
will  cease  on  March  11th,  1911. 

The  trustee  reserves  the  right  to  reject  any  or  all  bids  not  satisfactory 
to  said  trustee.  The  offers  of  bidders  unknown  to  the  trustee  uuist  by 
accompanied  by  satisfactory  references. 

Should  two  or  more  bidders  bid  the  same  lo\.'est  price,  the  nundjcr  of 
bonds  taken  from  each  will  be  as  nearly  as  practicable  pro  rata. 

Proposals    should    be    indorsed    "Proposals    for    the    sale    of    bonds    of 

Company, ' '  and  addressed  to 

President, 

The    Trust   Company  of    

St.,   ,    

Form  1748. 

NOTICE  OF  RECEPTION  OF  PROPOSALS  TO 
SELL  BONDS. 

Kailway  Company 

General  Mortgage  5%  Gold  Bonds,  dated  January  1st,  1906. 

The    Trust    Company    gives    notice    that    in    accordance    -with 

Article  III,  of  a  certain  indenture  made  by  the  above  Railway  Company, 
dated  January  1st,  190G,  it  will  receive  sealed  proposals  to  sell  to  it  the 
above-described  bonds  at  a  rate  not  to  exceed  105  per  cent,  and  accrued 
interest,  the  total  offer  not  to  consume  more  than  the  amount  of  Two  hundred 
and  fifteen  thousand,  thirty-seven  and  31/100  dollars  ($215,037.31).  The 
sealed  proposals  will  be  opened  at  the  oflSce  of  The  Trust  Com- 
pany, Xo Street,  New  York,  at  three  o'clock  on  the  25th 

of  April,  1911. 

The   Company, 

Trustee. 

By  

Secretary. 

New  York,  April  14th,  1911. 

Form  1749. 

NOTICE  OF  RECEPTION  OF  OFFERS  TO  SELL  EQUIP- 
MENT BONDS  FOR  SINKING  FUND. 

To  the  Holders  of 

Railway  Company 

Equipment  Trust  Bonds  Series  "A" 
Sinking  Fund  Notice. 
Notice  is  hereby  given  as  provided  in  Article  XITT.  of  the  Indenture 
dated  Tvlay  1,  1899,  securing  the  above  bonds,  that  scaled  offers  will  be 
received  up  to  Three  P.  M.  on  ilonday,  May  1,  1911,  by  the  undersigned  at 
its  office,  No.  28  Nassau  Street,  New  York,  for  the  sale  to  it  as  Trustee  at 
the  lowest  price  at  which  such  bonds  shall  be  offered,  not  exceeding  par 


1454    CORPORATION  FORMS  AND  PRECEDENTS. 

and  accrued  interest,  of  sutlicient  of  the  above  bonds  to  exhaust  the  sum  of 
$25,000.      Offers   should   be   sealed   and   endorsed   "Offers   for   the   sale   of 
Eailway    Company    Equipment    Trust    Series    'A'    Bonds    to 
the  Sinking  Fund"  and  addressed  to  the  Trust  Department. 

Trust  Company  of  New  York, 

By  

President. 

New   York,   April   3,   1911. 

Form  1750. 

NOTICE  OF  RECEPTION  OF  OFFERS  TO  SELL  MORT- 
GAGE BONDS  FOR  PROCEEDS  OF  PART  OF  COL- 
LATERAL DEPOSITED  UNDER  MORTGAGE. 

Eailway  and  Electric  Company. 

,    ,   ,  19---- 

Notice  is  hereby  given  that  there  has  been  deposited  with  the    

Trust  Company,  Trustee, ,  for  the  purpose  of  purchasing  General 

Mortgage  Bonds  of  this  Company,  under  the  terms  of  said  Mortgage,  dated 
Feb.  28,  1901,  the  proceeds  realized  from  the  sale  of  certain  securities 
heretofore  lodged  with  the  Trustee  as  part  collateral  for  said  General  Mort- 
gage bonds. 

Railway  and  Electric  Company, 

By  

President. 


Referring   to  the  above   notice,   this   Company   will   receive  offers  of  the 

General  Mortgage  Bonds  of  the   Railway  and  Electric  Company, 

for  purchase,  with  the  proceeds  referred  to  under  the  terms  of  said  Mort- 
gage. All  offers  must  be  at  flat  price  and  in  hand  of  the  undersigned  not 
later  than  12  o'clock  M.  on  the  16th  day  of  November,  1910,  and  the 
right  is  received  to  reject  any  or  all  offers  or  any  part  thereof.  Bonds 
accepted  will  be  paid  for  not  later  than   November  21st,  1910. 

Trust  Company,   Trustee, 

St., , 

See  Cook  on  Corporations,  §  807. 

Form  1751. 
NOTICE  OF  PURCHASE  OF  BONDS  BY  LEAVE  OF  COURT. 

To  the  Holders  of 

The Company  First  Mortgage  Six  Per  Cent.  Gold  Bonds: 

STATE    OF    ,\ 

County  of ( 

In  the  Circuit  Court  of County. 


Trust  and  Savings' 

Bank,  as  Trustee,  etc. 
— vs. — 
The    Company, 

et  al. 


In  Chancery. 
Gen.    No. 


Term   No. 


Pursuant   to   ai>   order  entered   January   18,   1912,   in   the  above  entitled 
cause,  i)ublic  notice  is  hereby  given  to  the  holders  of  the  First  .Mortgage 

Six   Per  Cent.   Twenty-Year  fjinking  Fund  Gold  Bonds  of  The    

Company   secured    by    a   mortgage   or   deed   of   trust   dated   April   27,    PJUl, 

executed   by   said    The    Company   to    The    Trust   and 

Savings  Bank    (the  name  of  which   has  been   changed   to    Trust 

and  -Savings  Bank),  as  Trustee,  that  the   Trust  and  Savings 

Bank,  as  such  Trustee,  has  been  authorized,  empowered  and  directed  in 
and  by  said  order  of  court  to  expend  not  exceeding  Three  Hundred  Fifty- 
five  Thousand  Two  Hundred  Eighty-five  Dollars  ($355,285)  of  the  moneys 
now  in  the  hands  of  said  Trustee,  in  the  purchase  of  Six  Per  Cent.  Bonds 
of  the  issue  hereinbefore  specified;  no  such  purchase,  however,  to  be  made 
at  a  price  in  excess  of  par  and  accrued  interest. 

For   the   purpose   aforesaid,   and   pursuant   to   said    order   of   Court,   the 

Trust   and   Savings  Bank   as  Trustee,   as  aforesaid,   is  prepared 

to  and  will  receive,  and  hereby  solicits  up  to  and  includisig  the   10th  day 

of  February,  1912,  offers  for  the  sale  of  bonds  of  The Company 

of    the    issue    hereinbefore    referred    to.      All    offers    must    be    in    writing 

addressed    to   said    Trustee   at    its   banking    office,    Street, 

,    and    all    bonds   so    offered    for   sale    must   iiave   all 

unmatured  coupons  attached  thereto.  All  bonds  and  coupons  purchased 
hereunder   will  be  canceled. 

Trust  and  Savings  Bank,  Trustee, 

By  

•   Secretarv. 


Solicitors  for  Trustee. 
Dated,    ,    ,  January  18,   1912. 

Form  1752. 

NOTICE  OF  PAYMENT  OF  FIRST  MORTGAGE  BONDS 
AND  PRIVILEGE  TO  EXCHANGE  FOR  CONSOLI- 
DATED MORTGAGE  BONDS,  WITH  FORM 
OF  RESOLUTION. 

Electric   Kailway  Company. 

,   -. " ,  19.... 

Notice   is  hereby  given  to  the  holders  of  the  First   Mortgage  Five  Per 
Cent.   Gold   Bonds   of   this   Company,   bearing   date   the  first   day   of  July, 

A.  D.  1893,  that  the  same  will  be  paid  at  the  office  of  the Bank, 

in  the  city  of ,  on  the  first  day  of  Jul}-  next  at  the  rate  of  One 

Hundred  and  Five  Per  Cent    (105   %),   with  accrued   interest,   upon  which 
day  interest  will  cease. 

For  the  convenience  of  holders,  like  payment  will  be  made  at  the  office 

of  Messrs &  Company,  Philadelphia. 

Treasurer. 

, , ,19.... 

Referring  to  notice  of 19.  .  .  .,  the  attention  of  holders  of 

Electric  Railway  Company's  First   Mortgage  Five  Per  Cent. 

Gold  Bonds,  bearing  date  first  day  of  July.  1893,  is  called  to  the  following 
resolution  of  the  Board  of   Directors  of  said  Company: 


1456    CORPORATION  FORMS  AND  PRECEDENTS. 

Resolved,  That  the  Treasurer  of  this  Company  be  and  he  is  hereby 
authorized  to  issue  and  deliver  to  such  of  the  holders  of  said  bonds  now 
called  for  redemption  as  may  desire  to  avail  themselves  of  the  privilege 
the  Four  and  One-Half  Per  Cent.    (4i/4  per  cent.)    Consolidated   ^Iortgage 

Bonds   of    Electric   Railway   Company   bearing  date  August   15, 

1903,  to  an  amount  equal  to  the  bonds  now  called  for  redemption,  upon 
the  surrender  thereof,  and  in  addition  thereto  to  pay  to  such  holder  so 
exchanging  the  same  five  per  cent.  (5  per  cent.)  in  cash  upon  the  amount 
of  the  bonds  so  surrendered,  less  the  interest  which  will  have  accrued  due 
on  July  1,   1905,  upon  the  bonds  so  issued  in  exchange. 

Holders  desiring  to  exchange  all  or  any  part  of  their  bonds  in  accord- 
ance with  the  above  resolution  may  do  so  by  presenting  the  same  at  the 
office  of  the  Treasurer, Building,  Philadelphia. 

It  will  be  noted  that  the  Consolidated  Mortgage  Four  and  One-Half 
Per  Cent.  Bonds  will  be  a  First  and  only  Mortgage  upon  the  entire  property 
of  the  Company. 

Treasurer. 

See  as  to  exchange  of  bonds,  Cook  on  Corporations,  §§  765,  883. 

Form  1753. 

REDEMPTION  NOTICE  WITH  OFFER  FOR  SALE  OP 
OTHER  SECURITIES. 

Chicaco  Edison  Company — Commonwealth  Edison  Company. 
To  the  Holders  and  Owners  of  the  Outstanding  Five  Per  Cent.  First  Mort- 
gage  Gold   Bonds   Issued   by   Chicago    Edison   Company   Under   Date   of 
July   1,   1896: 

Notice  is  hereby  given  that,  pursuant  to  the  terms  of  the  mortgage 
hereinafter  mentioned,  the  undersigned,  Commonwealth  Edison  Company 
(as  successor  by  consolidation  to  Chicago  Edison  Company),  intends  to 
and  will  redeem  and  pay  on  April  1,  1911,  all  outstanding  five  per  cent, 
first  mortgage  gold  bonds  of  Chicago  Edison  Company,  dated  July  1,  1896, 
issued  under  the  first  mortgage,  dated  July  1,  1896,  given  by  said  Chicago 
Edison  Company  to  the  Merchants  Loan  and  Trust  Company,  as  trustee. 
To  effect  such  redemption,  the  undersigned  will,  on  April  1,  1911,  through 
its  redemption  agent,  the  Merchants  Loan  and  Trust  Company,  at  the 
office  of  said  Trust  Company  at  No.  135  Adams  Street,  in  Chicago,  Hlinois, 
pay  to  the  holder  or  registered  owner  of  each  of  said  bonds  (upon  presenta- 
tion and  surrender  of  such  bond  and  all  unmatured  coupons  thereof)  the 
principal  thereof,  together  with  the  interest  then  accrued  and  unpaid  thereon. 
All  said  bonds  will  cease  to  draw  interest  on  April  1,  1911,  and  the  holders 
are  requested  to  present  their  bonds  for  payment  on  that  date  at  the'  place 
aforesaid. 

Dated  Chicago,  June  30th,   1910. 

Commonwealth   Edison   Company, 

By   Samuel    Insull,   President. 
William    A.    Fox,    Secretary. 

To  the   Holders   of 
$5,335,000  Chicago  Edison  Company  First  Mortgage  Five  Per  Cent.  Bonds 
Which   Have   Been   Called   for   Payment   and   on   Which   the   Interest   Will 
Cease  April  1,  1911: 


BOND  ISSUES.  1457 

The  Commonwealth  Edison  Company  offers  the  holders  of  the  above 
mentioned  First  Mortgage  Bonds  its  First  Mortgage  Five  Per  Cent.  Cold 
Bonds  of  1943,  in  exchange,  bond  for  bond,  one  month 's  interest  to  l>e 
adjusted. 

Chicago  Edison  Comi)any  Bonds  should  be  presented  not  later  than 
August  15,  1910,  on  which  date  the  privilege  of  exchange  will  exjiire  unless 
sooner   terminated. 

In  accordance  with  its  uniform  custom  of  offering  its  bondholders^ 
when  bonds  are  called,  an  opportunity  to  reinvest  in  securities  of  the 
company  on  favorable  terms,  the  company  makes  the  above  offering, 
although  the  bonds  given  in  exchange  are  quoted  in  the  open  market  at  a 
premium.  Upon  the  retirement  of  said  Chicago  Edison  Company  First 
Mortgage  Bonds  the  Commonwealth  Edison  Company  First  Mortgage  Five 
Per  Cent.  Bonds  will  be  secured  by  a  first  mortgage  lien  on  the  entire 
property  of  the  company,  subject  only  to  a  purchase  money  mortgage  of 
$130,000  on  one  piece  of  real  estate  owned  by  the  company. 

Holders  of  Chicago  Edison  Company  Bonds  may  also  subscribe  prior 
to  August  15,  1910,  for  additional  first  mortgage  bonds  of  this  company 
at  par  and  accrued  interest.  The  company  reserves  the  right,  however,  to 
allot  such  additional  bonds  solely  in  its  discretion,  and  to  withdraw  this 
right  of  subscription  without  notice. 

A  syndicate  of  pronuuoiit  banks  and  bankers,  whose  names  appear 
below,  have  agreed  to  purchase  all  the  bonds  of  this  company  authorized 
to  be  issued  for  the  above  mentioned  purposes  as  shall  not  be  taken  by 
the  holders  of  Chicago  Edison  Company  bonds  under  the  terms  of  this 
offer.  Bonds  of  Chicago  Edison  Company  offered  for  exchange  may  be 
deposited  at  the  banking  office  of  any  member  of  said  syndicate  who  will 
issue  receipts  therefor  pending  delivery  of  the  definite  bonds  of  this 
company,  and  who  will  also  receive  subscriptions  under  the  terms  of  this 
offering. 

Common  \vE.\LTii  Edison  Company, 

(Signed)   By   Samuel   InsuU,   President. 
First   Trust   &   Savings  Bank, 

First  National  Bank  Bldg.,  Chicago. 
Harris  Trust  &  Savings  Bank, 

Marquette  Bldg.,  Chicago. 
N.  W.  Halsey  &  Co., 

152  M">nroe  St.,  Chicago. 
Illinois  Trust  &  Savings  Bank, 

La  Salle  St.,  corner  Jackson  Blvd.,  Chicago. 
The  Merchants  Loan  &  Trust   Co.. 

135  Adams  St.,  Chicago. 
The  Northern  Trust  Company, 

La  Salle  and  Monroe  Sts.,  Chicago. 
Russell,  Brewster  &  Co., 

137  Adams  St.,  Chicago. 
The  American  Trust  &  Savings  Bank, 

l"2n    Monroe   St.,  Chicago. 
N.  W.  Harris  &  Co.. 

Pine  and  Williams  Sts.,  New  York. 
See  generally  as  to  exchange  of  bonds.  Cook  on  Corporations,  §§  765,  883. 


1-458    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1754. 

NOTICE  OF  EXCHANGE  OF  NEW  BONDS  FOR  MATUR- 
ING BONDS,  AND  TERMS  OF  EXCHANGE. 

To  the  Holders  of  the 
Consolidated  ^lortgage  Five  Per  Cent.  Gold  Bonds  of  the 

Kailway  Company  of   ,   

^laturing  May  1,  1910,  issued  under  its  Consolidated  :Mortgage  to 

the Trust  Company,  Trustee,  dated  May  21,  1895: 

In  order  to  provide  for  the  payment  of  the  above  mentioned  bonds  at 
maturity,  arrangements  have  been  made  for  the  issue  under  said  Consoli- 
dated Mortgage  of  new  soupon  bonds,  maturing  May  1,  1913,  and  drawing 
interest  at  the  rate  of  tive  per  cent,  per  annum  payable  semi-annually. 

Holders  of  the  above  mentioned  bonds  who  wish  to  exchange  the  same 
for  the  new  bonds  maturing  May  1,  1913,  must  deposit  their  bonds  (ex- 
coupon  due  May  1,  1910)  at  the  office  of &  Co.,  in  boston,  New 

York  or  Chicago,  or  at  the  office  of &  Co.,  in  New  York,  on  or 

before  April  16,  1910. 

A  cash  payment  of  $20  for  each  $1,000  bond  so  deposited  will  be  made  to 
the  holders  making  such  deposits;  and  coupons  due  May  1,  1910,  if  presented 
will  be  cashed  at  the  same  time  and  place. 

Bonds  not  so  exchanged  will  be  paid  in  full  on  or  after  May  1,  1910,  upon 

delivery  to  the Trust  Company,  Boston,  Massachusetts. 

Dated  Kansas  City,  Missouri,  April  9,   1910. 

City  Eailway  &  Light  Company, 

By   : 

Chairman  of  the  Board. 
Eef erring  to  the  above  notice,  we  shall  be  prepared  until  April  16,  1910, 
or  until  further  notice,,  to  receive  the  above  mentioned  outstanding  bonds 
for  exchange  as  above  stated,  and  simultaneously  with  the  deposit  of  such 
bonds  with  us,  to  make  the  above  mentioned  cash  payment  at  the  rate  of 
$20  for  each  $1,000  bond  so  deposited,  and  will  issue  our  receipts  exchange- 
able for  the  new  bonds  maturing  May  1,  1913,  w^hen  received.  We  shall 
also  be  prepared  to  purchase  coupons  due  May  1,  1910,  if  presented  in 
connection  with  each   deposit  of  bonds. 

&   Co. 

&  Co.  Boston 

Wall  Street,  New  York.  Exchange  Place,  New  York 

The  Rookery,    Chicago. 

Form  1755. 
NOTICE  OF  OFFER  TO  EXCHANGE  PREFERRED  STOCK 

FOR  BONDS. 

To   the   Holders   of 

Steel   Co. 

First  Mortgage  and  Collateral  Trust  Fifteen  Year  6%  Sinking  Fund  Gold 

Bonds  and  General   Mortgage  Five  Year  6%   Sinking  Fund 

Gold  Bonds. 

The    Steel   Company  proposes  to   redeem   on   January   1st, 

1911.  its  First    .Mortgage   and   Collateral   Trust   Fifteen   Year   6%   Sinking 


BOND  ISSUES.  1459 

Fund  OoM  Bomls,  and  its  General  Mortgage  Five  Year  67c  Sinking  Fund 
.Gold  lionds,  giving  noticp  thereof  on  December  Ist,  1910.  In  order  to 
carry  out  tliis  redenii)tion  of  its  bonded  debt  and  to  provide  further  capital, 

the  Company  has  entered  into  an  agreement  with   &  Co., 

of  New  York,  for  the  creation,  subject  to  the  approval  of  the  stoikholders 
of  the  Company,  of  $7,000,000  7%  Cumulative  Preferred  Stock  and  for  the 

sale  of  said  $7,000,000  Preferred  Stock  to &  Co.    The  Preferred 

Stock  will  be  cumulative  and  will  be  preferred  both  as  to  principal  and 
dividends  over  the  Common  Stock.  It  will  be  entitled  to  dividends  from 
December  1st,  1910,  payable  quarterly,  and  will  bo  redeemable  at  the  option 
of  the  Company  at  120%  on  three  months'  notice.  Further  particulars 
regarding  the  Preferred  Stock  may  be  obtained  from  the  undersigned. 

On  behalf  of   &  Co.  we  herewith  offer  to  deliver  the  new 

Preferred  Stock  at  the  price  of  99%  in  exchange  for  the  above  mentioned 
First   Mortgage   and  Collateral   Trust   Fifteen   Year   6%    Sinking 

Fund  Gold  Bonds  at  110  and  interest  to  December  1st. 
General    Mortgage  Five   Year  6%   Sinking  Fund  Gold  Bonds  at 
1021/2   and  interest  to  December  1st. 

This  offer  will  remain  open  until  November  26th,  1910,  and  bond  holders 
desiring  to  avail  themselves  of  it  must  present  their  bonds  at  our  oftice  on 
or  before  that  date  and  receive  therefor  Temporary  Certificates  entitling 
them  to  New  Preferred  stock  as  and  when  issued.  The  right  is  reserved 
to  withdraw  this  offer  at  any  time  without  notice. 

The    Trust   Company  of    

,   November   16th,   1910. 

Form  1756. 

NOTICE  OF  OFFER  TO  EXCHANGE  BONDS  ON  CERTAIN 

TERMS. 

To   the   Holders   of    The    Company 's   4VL.%    Convertible 

Gold  Bonds,  Dated  February  15,  1909: 

The   Company  having  agreed  with  the  holders  of  a  large 

majority  of  the  above-mentioned  bonds,  to  redeliver  the  Interstate  Kail- 
way  Collateral  Trust  4%  Gold  Bonds  received  by  it,  with  the  coupon  due 
February  1,  1910,  and  all  subsequent  coupons  attached  thereto  in  exchange 

for  and  upon  the  surrender  of  the  bonds  of  The Company 

with  the  coupon  maturing  .Tuly  1,  1910,  attached  thereto,  in  the  proportion 
of  Interstate  Eailways  bonds  of  the  face  value  of  $1,000  for  each  $500  of 
the  bonds  of  the  Company,  The  Com- 
pany hereby  extends  to  all  holders  of  its  bonds  issued  in  exchange  for 
bonds  of  said  Interstate  Company,  the  right  to  make  such  exchange,  and 
will  at  any  time  on  or  before  the  loth  day  of  December,  1910,  at  its  office, 
Building,  in  the  City  of  Philadelphia,  make  said  ex- 
change upon  said  terms. 

Holders  of  said  bonds  of  The Company  upon  which  pay- 
ment of  the  coupon  due  July  1,  1910,  has  been  made  nuist  repay  in  cash 
the  face  value  thereof  at  the  time  of  said  exchange. 

•  This  exchange  if  and  when  made  shall  constitute  a  complete  release  of 
any  and  all  claims  by  either  party  against  the  other.     If  exchange  be  not 


ItfiO    CORPORATION  FORMS  AND  PRECEDENTS. 

made  on  or  before  the  date  herein  mentioned,  all  rights  under  this  oiEer 
shall  cease. 

By  order  of  the  Board. 


President. 
8ce  as  to  exchange  of  bonds,  Cook  on  Corporations,   §§  7G5,  883;   Clark 
&  M.,  Corp.,  §§  420-422. 

Form  1757. 

NOTICE  OF  OFFER  TO  EXTEND  FIRST  MORTGAGE 

BONDS. 

To  the  Holders  of  the  6%  First  Mortgage  Bonds  of  the < 

Company   Maturing   j\Iay   1st,   1911. 

The  holders  of  said  bonds  are  hereby  offered  the  privilege  of  extending 
them  for  the  term  of  30  years  from  May  1st  next  at  5%  interest  with  the 

guaranty  of  the Union  Telegraph  Company  to  pay  principal 

and  interest  stamped  upon  the  back. 

To  expedite  the  extensions  this  Company  will  anticipate  the  paymept  of 
the  May,  1911,  coupons  to  those  who  present  their  bonds  for  extension  at 
this  office  at  any  time  between  now  and  May  1st,  next.  An  additional  sheet 
of  sixty  coupons  will  at  the  same  time  be  attached  evidencing  interest  pay- 
ments for  the  extended  period  and  this  Company's  guaranty  stamped  on 
the  bonds  under  seal. 

The   Union  Telegraph  Company, 

,  Treasurer, 

March  15,  1911.  Broadway,  New  York  City. 

See  as  to  guaranty  of  bonds.  Cook  on  Corporations,  §  775;  Clark  &  M., 
Corp.,  §  184. 

See  for  forms  of  guaranty  of  bonds,  Forms  1688-1697,  1722,  supra. 

Form  1758. 

NOTICE  OF  EXTENSION  OF  FIRST  MORTGAGE  SINKING 

FUND  BONDS. 

Office   of   The    Railway   Company. 

,    ,   July  8th,   1905. 

Notice. 

This  Company  has  made  an   arrangement  with  Messrs 

&  Co.  to  extend  the  First  Mortgage  Seven  Per  Cent.  Sinking  Fund  Bonds  of 

the    Railroad    Company   maturing   August    1,    1905, 

until  August  1,  1955,  with  interest  at  the  rate  of  four  per  cent,  per  annum, 
payable  semi-annually  on  the  first  days  of  February  and  August  in  each 

year,  at  the  agency  of  the '. Railway  Company  in  the  City 

of  New  York,  both  principal  and  interest  to  be  payable  in  gold  coin  of  the 
United  States  of  the  present  standard  of  weight  and  fineness,  without 
deduction  for  any  tax  or  ta*es  which  the  Railway  Company  may  lawfully  be 
required  to  pay  or  retain  therefrom  under  present  or  future  laws.  The  lien 
of  the  mortgage  now  securing  said  bonds  to  continue  unimpaired. 

The  right  to  extend  as  above  has  been  reserved  to  such  of  the  present 


BOND  ISSUES.  1461 

liolders  as  shall  deposit  their  bonds  for  that  purpose  with   

&  Co.,  New  York,  on  or  before  August   1,  lOon. 

The  six  mouths'  interest  due  August  1,  ISto'^,  will  be  cashed  at  time  of 
deposit  on  surrender  of  the  coupon  in  the  case  of  coupon  bonds  an<l  upon 
assignment  of  the  registered  interest  in   the  case  of  registered  bonds. 

The  Itailway  Company, 

By   ,  President. 

New  York,  July  10th,  1905. 
Referring  to  the  above  notice,  we  are  ready  to  receive  at  our  office  any 

of   the    Railroad   Company,    First    Mortgage   Seven    Per 

Cent.   Sinking   Fund   Bonds   for   extension   and   to   make   the   cash   payment 
above  indicated. 

We  are  also  prepared  to  buy  at  par  and  accrued  interest,  to  August  1, 
1905,  less  discount  at  the  rate  of  three  per  cent,  per  annum,  any  of  the 
bonds  which  the  holders  may  prefer  to  sell  rather  than  to  extend. 

&  Co., 

Street,  New  York. 

See  Forms  1759-1761,  'post. 

Form  1759. 

NOTICE  OF  PRIVILEGE  TO  EXTEND  TIME  OF  PAYMENT 
OF  BONDS  AND  OFFER  OF  EXCHANGE. 

To  the  holders  of  Toledo  Traction  Company  Consolidated  First  Mortgage 
Bonds,  due  January  1,  1912;  Toledo  Consolidated  Street  Railway  Com- 
pany Consolidated  First  Mortgage  Bonds,  due  January  1,  1912;  Toledo 
Electric  Street  Railway  Company  First  Mortgage  Bonds,  due  February 
1,  1912. 
The  Toledo  Railways  and  Light  Company  has  arranged  witfi  Blair  &  Co. 
for  an  extension  of  the  time  of  payment  of  the  above  mentioned  bonds  of 
the  Toledo  Traction  Company  to  January  1,  1913,  with  interest  at  the  rate 
of  six  per  cent,  per  annum,  payable  semi-annually,  subject  to  redemption 
at   the   option   of  this   company   on   July    1,   1912,   on   thirty   days'   notice. 
Holders   of   the   said   bonds   desiring   to   avail   themselves   of  the   privilege 
of  so  extending  their  bonds  must  present  same   (ex-coupon  due  January  1, 
1912),  at  the  office  of  Blair  &  Co.  on  or  b'efore  December  28,  1911,  for  the 
purpose  of  having  affixed  thereto  the  Extension  Certificate. 

The  company  has  also  arranged  for  an  exchange  of  the  bonds  of  the 
Toledo  Consolidated  Street  Railway  Company  and  the  Toledo  Electric 
Street  Railway  Company  for  extended  bonds  of  the  Toledo  Traction  Com- 
pany. Holders  of  bonds  of  the  Toledo  Consolidated  Street  Railway 
Company  desiring  to  avail  themselves  of  the  privilege  of  exchanging  their 
bonds  for  such  extended  bonds  of  the  Toledo  Traction  Company  must 
present  same  (ex-coupon  due  January  1,  1912),  for  such  purpose  at  the 
office  of  Blair  &  Co.  on  or  before  December  28,  1911.  Holders  of  the  said 
bonds  of  the  Toledo  Electric  Street  Railway  desiring  to  avail  themselves  of 
the  privilege  of  exchanging  their  bonds  for  such  extended  bonds  of  the 
Toledo  Traction  Company  must  present  the  same  (with  coupon  due  Feb- 
ruary 1,  1912)  for  such  purpose  at  the  office  of  Blair  &  Co.  on  or  befoia 
January  28,  1912,  interest  to  be  adjusted  to  date  of  exchange. 

Holders   of   the   said   bonds   of   the   Toledo   Consolidated   Street   Railway 


1462    CORPORATION  FORMS  AND  PRECEDENTS. 

Company  and  of  the  Toledo  Traction  Company  who  do  not  desire  to  avail 
themselves  of  the  above  privileges  will  receive  par  for  their  bonds  upon 
delivery  of  the  same  on  or  after  January  1,  191'2,  to  said  Blair  &  Co. 

Holders  of  the  said  bonds  of  the  Toledo  Electric  Street  Eaihvay  Com- 
pany who  do  not  desire  to  avail  themselves  of  the  above  privileges  will 
receive  par  for  their  bonds  upon  delivery  of  the  same  on  or  after  February 
1,  1912,  to  said  Blair  &  Co. 

Copies  of  the  Extension  Agreement,  stating  the  terms  of  the  extension 
and  other  details,  may  be  obtained  at  the  Company  's  office  or  from  Blair 
&  Co. 

Dated  Toledo,   Ohio,  December  15,   1911. 

The  Toledo  Eailways  and  Light  Company, 

By  Frank  E.  Coats,  President. 

Bef erring  to  the  foregoing  notice,  Ave  are  now  prepared  to  receive  de- 
posits of  the  aforesaid  bonds  for  exchange  and  extension.  Holders  of 
such  bonds  desiring  to  avail  themselves  of  the  privilege  should  deposit 
the  same  promptly  at  our  office.  Depositing  Bondholders  will  receive  re- 
ceipts, exchangeable  for  extended  bonds,  as  soon  as  the  Extension  Certificate 
and  Coupons  can  be  attached  thereto.  The  privileges  as  to  the  bonds  of  the 
Toledo  Consolidated  Street  Eaihvay  Company  and  the  Toledo  Traction 
Company  will  terminate  on  December  28,  1911.  The  privileges  as  to  the 
bonds  of  the  Toledo  Electric  Street  Eailway  Company  will  terminate  on 
January  28,  1912.  All  bonds  of  the  Toledo  Consolidated  Street  Eailway 
Company  and  all  bonds  of  the  Toledo  Traction  Company,  the  holders  of 
which  do  not  wish  to  avail  themselves  of  the  above  mentioned  privileges,  will 
be  purchased  by  us  at  par  on  or  after  January  1,  1912.  All  bonds  of  the 
Toledo  Electric  Street  Eailway  Company,  the  holders  of  which  do  not  wish 
to  avail  themselves  of  the  above  mentioned  privileges,  will  be  purchased 
by  us,  at  par,  on  or  after  February  1,  1912. 

Blair  &  Co. 
24  Broad  Street,  New  York. 

See  form  next  preceding  and  Forms  17G0-1761,  />o.9t. 

Form  1760. 

AGREEMENT  FOR  EXTENSION   OF  FIRST  MORTGAGE 

BONDS. 

This  Agreement  dated  December  Fifteenth,  One  Thousand  Nine  Hun- 
dred and  Eleven,  made  by  and  between  The  Toledo  Eailways  and  Light 
Company,  a  corporation  organized  and  existing  under  and  by  virtue  of  the 
laws  of  the  State  of  Ohio,  hereinafter  referred  to  as  the  "Eailway  Com- 
pany," party  of  the  first  part,  and  Blair  &  Co.,  a  co-partnership  doing 
business  in  the  City  of  New  York,  State  of  New  York,  party  of  the  second 
part,  and  such  persons,  firms  and  corporations  as  may  be  or  may  become 
the  owners  of  Five  Per  Cent.  First  [Mortgage  Bonds  of  the  Toledo  Con- 
solidated Street  Eailway  Company,  of  Five  Per  Cent.  Consolidated  First 
Mortgage  Gold  Bonds  of  The  Toledo  Traction  Company,  and  of  First 
Mortgage  Twenty  Year  Five  Per  Cent.  Gold  Bonds  of  the  Toledo  Electric 
Street  Eailway  Company,  as  may  become  parties  hereto  in  the  manner  as 
hereinafter  provided,  and  hereinafter  jointly  referred  to  as  the  "Bond- 
holders, ' '  parties  of  the  third  part. 


BOND  ISSUES.  1463 

Witnesseth:  That  wlicroas,  The  Toledo  ConsDlidated  Street  Railway  Com- 
pany, then  a  corporation  of  the  State  of  Ohio,  un<ler  date  of  August  loth, 
1889,  together  with  the  Metropolitan  Street  Kailway  Comj)any  and  The 
Central  Street  Kailway  Company,  made  and  exeeiited  a  certain  Mortgage 
or  Deed  of  Trust  to  The  Metropolitan  Trust  Company  of  the  City  of  New 
York,  as  Trustee  to  secure  an  issue  of  "Five  Per  Cent,  ^''irst  Mortgage 
Bonds"  of  The  Toledo  Consolidated  Street  Railway  Company  then  about 
to  be  issued,  not  to  exceed  in  the  aggregate  the  principal  sum  of  One 
million  five  hundred  thousand  dollars  ($1,500,000),  and  of  which  Bonds 
these  are  presently  outstanding  Bonds  to  the  principal  amount  of  >'ighty- 
seven  thousand  dollars   ($87,000);   and 

Whereas,  subsequently  thereto  and  in  Ajiril,  180.1,  The  Toledo  Traction 
Company  (Xo.  1)  was  incorporated,  and  in  June  of  that  year  purchased 
the  properties,  rights,  privileges  and  franchises  of  the  Voledo  Consolidated 
Street  Railway  Company,  The  Metropolitan  Street  Railvray  Company,  The 
Central  Street  Railway  Company,  The  Toledo  Electric  Railway  and  The 
Ironville  Street  Railway  Company,  and 

Whereas,  The  Toledo  Electric  Street  Railway  Company,  then  a  corpora- 
tion of  the  State  of  Ohio,  under  date  of  February  1,  1892,  made  and 
executed  a  certain  mortgage  or  deed  of  trust  to  New  York  Security  and 
Trust  Company,  as  Trustee,  to  secure  an  issue  of  its  "First  Mortgage 
Twenty-Year  Five  Per  Cent.  Gold  Bonds"  not  to  exceed  in  the  aggregate 
the  principal  sum  of  Eight  hundred  thousand  dollars  ($800,000),  and  of 
which  bonds  there  are  at  present  outstanding  bonds  to  the  principal  amount 
of   Seven    hundred   thousand    dollars    ($700,000)  ;    and 

Whereas,  subsequently  thereto  and  in  the  month  of  June,  1896,  the 
aforesaid,  The  Toledo  Traction  Company  and  The  Toledo  Electric  Street 
Railway  Company  were  consolidated  into  a  consolidated  company  called 
The  Toledo  Traction  Company   (No.  2)  ;  and 

Whereas,  The  Toledo  Traction  Company  (No.  2),  under  date  of  July 
1st,  1896,  made  and  executed  its  certain  Consolidated  First  Mortgage  to 
the  Guaranty  Trust  Company  of  New  York,  as  Trustee,  to  secure  an  author 
ized  issue  of  "Five  Per  Cent.  Consolidated  First  Mortgage  Gold  Bonds" 
not  to  exceed  in  the  aggregate  the  principal  amount  of  Six  million  dollars 
($6,000,000),  of  which  Bonds  there  are  presently  outstanding  Bonds  to  the 
principal  amount  of  Five  million  two  hundred  and  thirteen  thousand  dol- 
lars   ($5,213,000)  ;    and 

Whereas,  .as  further  and  additional  security  for  said  "Five  Per  Cent. 
Consolidated  First  Mortgage  Gold  Bonds,"  The  Toledo  Traction  Company 
pledged  with  the  said  Trustee  under  said  ^lortgage  the  certain  "Five  Per 
Cent.  First  Mortgage  Gold  Bonds"  of  The  Toledo  Consolidated  Electric 
Company  for  the  sum  of  One  million  dollars  ($1,000,000),  and  likewise 
pledged,  or  caused  to  be  pledgeil,  with  the  Guaranty  Trust  Company  of 
New  York  as  further  security  therefor  all  of  the  capital  stock  of  the  said 
The   Toledo   Consolidated   Electric   Company;   and 

Whereas,  subsequently  thereto  and  in  August,  1901,  the  properties  of 
The  Toledo  Consolidated  Electric  Company  were  sold  to  The  Toledo  Trac- 
tion Company  (No.  2)  and  became  subject  in  all  respects  to  the  aforesaid 
mortgage  of  The  Toledo  Traction  Company  to  the  Guaranty  Trust  Com- 
pany of  New  York  as  Trustee ;   and 

Whereas,  the  aforesaid   Mortgage  of  The   Toledo  Traction  Company  to 


1464     CORPORATION  FORMS  AND  PRECEDENTS. 

the- Guaranty  Trust  Company  of  New  .York,  as  Trustee,  provided  that 
Bonds  of  said  issue  should  be  reserved  by  the  Trustee  under  said  Mortgage 
to  be  certified  and  delivered  by  the  Guaranty  Trust  Company  of  New  York 
in  exchange,  par  for  par,  for  the  outstanding  Bonds  aforesaid  of  the  said 
The  Toledo  Consolidated  Street  Eailway  Company  and  The  Toledo  Electric 
Street  Eailway  Company,  whenever  directed  so  to  do  by  the  said  The 
Toledo  Traction  Company;  and 

Whereas,  in  August,  1901,  The  Toledo  Eailways  and  Light  Company, 
party  hereto  of  the  first  part,  purchased  all  of  the  properties  aforesaid  of 
the  said  The  Toledo  Traction  Company  and  assumed  and  agreed  to  pay  all 
of  the  indebtedness  of  the  said  The  Toledo  Traction  Company,  The  Toledo 
Consolidated  Street  Eailway  Company  and  The  Toledo  Electric  Street 
Eailway  Company  evidenced  by  the  Bonds  as  aforesaid  of  said  Companies; 

and 

Whereas,  the  deeds  of  conveyance  and  assignment  from  the  said  The 
Toledo  Traction  Company  (No.  2)  to  The  Toledo  Eailways  and  Light 
Company  were  made  in  all  respects  subject  to  the  liens  and  mortgages  then 
existing  as  security  for  the  Bonds  as  aforesaid  of  The  Toledo  Consolidated 
Street  Eailway  Company,  The  Toledo  Traction  Company  and  The  Toledo 
Electric  Eailway  Company;   and 

Whereas,  The  Toledo  Eailways  and  Light  Company,  under  date  of 
August  10th,  1901,  made  and  executed  its  certain  Consolidated  First  Mort- 
gage to  the  United  States  Mortgage  and  Trust  Company  of  New  York, 
as  Trustee,  to  secure  a  proposed  issue  of  its  "Four  Per  Cent.  Consolidated 
First  Mortgage  Gold  Bonds,"  which  Mortgage,  among  other  things,  ex- 
pressly provided  that  it  was  made  subject  to  the  aforesaid  mortgages  of 
The  Toledo  Consolidated  Street  Eailway  Company,  the  Toledo  Electric 
Street  Eailway  Company  and  The  Toledo  Traction  Company,  which  said 
mortgages  were  declared  to   constitute  prior  liens;   and 

Whereas,  all  of  the  Bonds  aforesaid  of  The  Toledo  Consolidated  Street 
Eailway  Company  and  The  Toledo  Traction  Company  according  to  their 
terms,  matured  and  became  due  on  the  first,  day  of  July,  1909,  and  were 
extended  to  January  1st,  1912;  and 

Whereas,  all  of  the  bonds  aforesaid  of  The  Toledo  Electric  Street  Eail- 
way Company  according  to  their  terms  mature  and  become  due  on  the  1st 
day  of  February,  1912;  and 

Whereas,  The  Toledo  Eailways  and  Light  Company  desires  the  owners 
of  the  aforesaid  Bonds  of  the  said  The  Toledo  Consolidated  Street  Eail- 
way Company  and  The  Toledo  Electric  Street  Eailway  Company  to  ex- 
change their  bonds  for  "Five  Per  Cent.  Consolidated  First  :\Iortgage  Gold 
Bonds"  as  aforesaid  of  The  Toledo  Traction  Company,  and  desires  the 
owners  of  Bonds  of  The  Toledo  Traction  Company  to  grant  to  The  Toledo 
Eailways  and  Light  Company  an  extension  of  time  for  the  payment  of  the 
principal  thereof,  as  per  the  terms  of  this  agreement. 

Now,  therefore,  in  consideration  of  the  premises  and  of  the  sum  of  one 
dollar  ($1)  each  to  the  other  in  hand  paid  before  the  execution  and  delivery 
of  this  agreement,  the  receipt  of  which  is  hereby  acknowledged,  it  is 
mutually  understood  and  agreed  by  and  between  the  parties  hereto  as 
follows : 

First.  Upon  presentation  for  that  purpose  to  the  Eailway  Company,  at 
the  office  of  Blair  &  Co.,  in  the  City  of  New  York,  the  Eailway  Company 


BOND  ISSUES.  146n 

will  annex  or  afTix  or  caused  to  be  annexed  or  affixed  by  Blair  &  Co,  as  its 
agent,  to  each  of  the  aforesaid  outstandinj/  "Five  Per  Cent.  Consolidated 
First   Mortgage  Gold  Bonds"  of   The   Toledo  Traction   Company,  as  may 
be  presented  to  it  on  or  before  the  28tb  day  of  December,   1911,  a  Certif- 
icate  of   Extension   in   substantially   the   following  form: 
United   States   of   America. 
State  of   Ohio. 
The  Toledo  Railways  and  Light  Company. 
By   Agreement    dated   Decendter    loth,    1911,   between   The   Toledo   Rail- 
ways and   Light   Company   and   the   holder   of  tlie   attached   Bond   of   The 

Toledo  Traction  Company  No ,  the  original  of  which  agreement 

is  on  file  with  Blair  &  Co.,  the  time  for  the  payment  of  the  principal  of 
said  Bond  has  been  extended  to  January  1st,  1913,  on  which  date  The 
Toledo  Railways  and  Light  Company  covenants  and  agrees  to  pay  to  the 
holder  of  said  bond  the  principal  amount  thereof  and  agrees,  in  the  mean- 
while and  until  the  payment  of  said  principal  amount,  to  pay  interest 
thereon  at  the  rate  of  •  six  per  cent.  (6%)  per  annum,  payable  semi- 
annually, upon  presentation  and  surrender  of  the  respective  coupons  for 
such  interest  hereto  annexed.  Both  principal  and  interest  are  payable  at 
the  office  of  Blair  &  Co.,  in  the  Cityyof  New  York,  in  gold  coin  of  the 
United  States  of  America  of  or  equivalent  to  the  present  standard  of 
weight  and  fineness,  without  deduction  for  any  tax  or  taxes  which  may 
be  required  to  be  pai<l  thereon,  or  retained  therefrom  under  any  present 
or  future  law  of  the  United  States  of  America,  or  of  any  State,  County, 
^lunicipality  or  taxing  authority  therein.  The  Toledo  Railways  and  Light 
Company  reserves  the  right  to  pay  the  principal  amount  of  the  said  Bond 
at  its  election  on  July  1st,  1912,  at  par  and  accrued  interest  to  the  date 
of  redemption,  on  thirty  (30)  days'  previous  notice  given  as  in  said  agree- 
ment provided.  The  extension  of  the  time  for  the  payment  of  the  principal 
amount  of  said  Bond  and  the  making  of  the  agreement  relative  thereto 
shall  not  be  held  or  construed  to  affect  in  any  respect  whatsoever  the 
validity  of  the  said  Bond  or  the  validity  or  lien  of  the  Mortgage  and 
Deed  of  Trust  securing  the  same,  which  Bond  and  the  Mortgage  and 
Deed  of  Trust  shall  continue  in  full  force  and  effect  and  be  in  all  respects 
unimpaired. 

Dated  January   1st,   1912. 

The  Tolc.lo  Railways  &  Light  Co., 
By " 

[SktVl]  President. 

Attest : 

Secretary. 

Said  agreement  may  be  signed  by  the  President  or  a  Vice-President  of 
the  Toledo  Railways  and  Light  Company,  and  the  seal  may  be  attested 
by  the  Secretary  or  an  Assistant  Secretary  of  the  said  Company. 

The  Coupon  Sheet  to  be  annexed  or  attached  to  said  Extension  Agree- 
ment shall  contain  two  coupons,  each  of  which  shall  be  in  substantially  the 
following  form: 

(Coupon  Sheet.) 
No $30.00 

On  the  first  day  of 19 ,  The  Toledo  Railways  and  Light 

Company  will  pay  to  bearer,  at  the  office  of  Blair  &  Co.,  iu  the  City  of 


1466    CORPORATION  FORMS  AND  PRECEDENTS. 

Kew  York,  Thirty  Dollars  ($30)  in  gold  coin  of  the  United  States  of 
America  of  or  equivalent  to  the  present  standard  of  weight  and  fineness, 
being  six  (6)  months'  interest  then  due  on  the  Five  Per  Cent.  Consolidated 

First  Mortgage  Gold  Bond  of  The  Toledo  Traction  Company,  No , 

subject  to  the  previous  redemption  of  said  Bond. 


Treasurer. 

Second.  Upon  presentation  for  that  purpose  to  the  Kail  way  Company, 
at  the  office  of  Blair  &  Co.  in  the  City  of  New  York,  on  or  before  Decem- 
ber 28th,  1911,  the  Kailway  Company  will  deliver  in  exchange  for  each  of 
the  aforesaid  outstanding  ' '  Five  Per  Cent.  First  Mortgage  Bonds ' '  of  The 
Toledo  Consolidated  Street  Kailway  Company  a  Five  Per  Cent.  Consolidated 
First  ;Mortgage  Gold  Bond  (for  the  same  principal  amount)  of  The  Toledo 
Traction  Company,  such  bond  of  The  Toledo  Traction  Company  to  have 
affixed  thereto  a  Certificate  of  Extension  and  coupons  in  form  as  above  set 
forth. 

Third.  Upon  presentation  for  that  purpose  to  the  Kailway  Company, 
on  or  before  January  :28th,  1912,  at  the  office  of  Blair  &  Co.,  in  the  City  of 
New  York,  the  Kailway  Company  will  deliver  in  exchange  for  each  of  the 
aforesaid  outstanding  "First  Mortgage  Twenty-Year  Five  Per  Cent.  Gold 
Bonds"  of  The  Toledo  Electric  Street  Kailway  Company  a  Five  Per  Cent. 
Consolidated  First  ^Mortgage  Gold  Bond  (for  the  same  principal  amount) 
of  the  Toledo  Traction  Company,  such  bond  of  The  Toledo  Traction  Com- 
pany to  have  annexed  thereto  a  Certificate  of  Extension  and  coupons  in 
form  as  above  set  forth.  Interest  to  be  adjusted  as  of  the  date  of  the 
exchange. 

Fourth.  The  Kailway  Company  hereby  appoints  Blair  &  Co.  its  Agent 
and  Attorney  for  the  purpose  of  receiving  the  deposit  of  the  aforesaid 
Bonds  from  the  holders  thereof  for  the  purpose  of  effecting  such  exchange 
and  of  annexing  to  the  Bonds  of  The  Toledo  Traction  Company  the  Certif- 
icates of  Extension  as  aforesaid  of  the  Railway  Company  for  the  extension 
of  the  time  of  payment  of  the  principal  amount  thereof  and  the  Coupon 
Sheets  relative  thereto,  and  the  Kailway  Company  hereby  agrees  to  furnish 
to  Blair  &  Co.  such  Certificates  of  Extension  and  Coupon  Sheets  as  afore- 
said for  the  purpose  of  being  annexed  to  the  aforesaid  Bonds. 

Fifth.  The  Railway  Company  covenants  and  agrees  with  each  and 
every  present  and  future  holder  of  any  of  the  aforesaid  Bonds  so  extended 
that  it,  the  Kailway  Company,  will  pay  to  such  holder  the  principal  sum 
of  said  Bonds  on  or  before  the  first  day  of  January,  191.3,  and  that  it 
will  pay  interest  thereon,  from  and  after  the  first  day  of  January,  1912, 
until  said  Bonds  shall  be  fully  paid,  at  the  rate  of  Six  Per  Cent.  (6%) 
per  annum,  payable  semi-annually,  on  the  first  days  of  January  and  July 
in  each  year,  according  to  the  tenor  of  the  said  coupons  to  be  annexed  to 
the  said  Bonds,  both  principal  and  interest  being  payable  at  the  office  of 
Blair  &  Co.,  in  the  City  of  New  York,  in  gold  coin  of  the  United  States 
of  America  of  or  equivalent  to  the  present  standard  of  weight  and  fine- 
ness, without  deduction  from  such  principal  or  interest  for  any  tax  or 
taxes  which  the  Kailway  Company  may  be  required  to  pay  thereon  or  retain 
therefrom  under  any  present  or  future  law  of  the  United  States  of  America, 
or  of  any  State,  County,  Municipality  or  taxing  authority  therein. 

Sixth.       The  Kailway  Company  shall  have  the  right,  at  its  election,  on 


BOND  ISSUES.  1467 

July  Ist,  1912,  to  ledeeiii  all  or  any  of  the  Boiuis  so  extended  as  aforesaid 
at  par  and  accrued  -interest  to  the  date  of  such  redemption,  upon  giving 
previous  notice  of  its  intention  so  to  do  by  publication  in  a  newspaper  of 
general  circulation  in  the  City  of  New  York  and  in  a  newspaper  of  general 
circulation  iu  the  City  of  Baltimore,  Maryland,  and  in  a  newspaper  of 
general  circulation  in  the  City  of  Toledo,  Ohio,  such  notice  to  be  published 
once  a  week  for  four  successive  weeks,  the  first  publication  to  be  at  least 
thirty  (30)  days  prior  to  July  1st,  1912,  and  by  serving  notice  on  Blair  & 
Co.,  and  on  the  Trustee  of  the  mortgage  securing  said  Bonds,  at  or  before 
the  first  publication  of  said  notice,  of  the  election  of  the  Railway  Company 
to  redeem  said  Bonds  on  the  day  designated  for  redemption.  Notice  of 
election  to  redeem  said  Bonds  having  been  so  given,  the  principal  of  the 
said  bonds,  with  interest  to  such  redemption  date,  shall  become  due  and 
payable,  on  the  day  so  designated  for  redemption,  and  on  presentation 
thereof  with  all  unmatured  coupons  appurtenant  thereto  at  the  office  of 
Blair  &  Co.,  the  Bonds  shall  be  paid  by  the  Railroad  Company.  Interest 
upon  the  Bonds  shall  cease  on  the  day  for  which  the  same  shall  have  been 
so  called  for  redemption  unless  the  Railway  Company  shall  make  default 
in  the  payment  of  said  bonds. 

Seventh.  In  case  default  shall  be  made  iu  the  payment  of  any  interest 
on  any  of  the  said  Bonds  when  and  as  the  same  shall  become  due  and  such 
default  shall  continue  for  a  period  of  thirty  (30)  days,  or  in  case  default 
shall  be  made  in  the  due  and  punctual  payment  of  the  principal  of  said 
Bonds,  or  in  case  default  shall  be  made  in  the  performance  of  any  of  the 
covenants  and  agreements  in  the  said  Bonds  or  the  Mortgage  or  Deed  of 
Trust  securing  the  same  or  herein  contained,  and  any  such  last  mentioned 
defaults  shall  continue  for  a  period  of  thirty  (30)  days  after  written 
notice  thereof  shall  have  been  given  to  the  Railway  Company  by  the  holder 
or  holders  of  any  of  the  said  Bonds,  then,  and  in  any  and  every  such 
case  the  principal  of  said  Bonds  shall  at  the  election  of  the  holders  thereof 
become  immediately  due  and  payable  and  the  security  therefor  become 
enforcible,  and  the  Trustee  of  the  Mortgage  and  Deed  of  Trust  securing 
the  said  Bonds  and  the  holders  of  said  Bonds  shall  be  entitled  to  the  same 
rights  and  remedies  as  in  the  said  Bonds  and  Mortgage  or  Deed  of  Trust 
securing  the  same  provided,  including  proceedings  to  enforce  such  security 
by  any  one  or  all  of  the  methods  set  forth  in  the  said  Bond  or  the  Mort- 
gage or  Deed  of  Trust  securing  the  same. 

Eighth.  The  Railway  Company  hereby  gives  and  grants  subject  to  the 
limitations  of  Paragraphs  Second  and  Third  hereof,  to  each  and  every  of 
the  holders  of  the  aforesaid  Bonds  of  The  Toledo  Consolidated  Street  Rail- 
way Company  and  The  Toledo  Electric  Street  Railway  Company  the  right 
to  exchange  the  same  for  Five  Per  Cent.  Consolidated  First  Mortgage  Gold 
Bonds  of  The  Toledo  Traction  Company,  as  provided  by  Article  1  of  the 
Consolidated  PMrst  Mortgage  of  the  said  The  Toledo  Traction  Company  se- 
curing said  Bonds,  and  the  Guaranty  Trust  Company  of  New  York,  as 
Trustee  under  said  Mortgage  is  hereby  authorized  and  directed  upon  request 
of  the  holder  or  holders  of  such  Bonds,  to  efVect  siudi  exchange.  The  bond 
of  The  Toledo  Traction  Company  so  received  ou  such  exchange  shall  have 
affixed  thereto  a  Certificate  of  Extension  and  Coupon  Sheet  as  herein 
provided. 

Ninth.     The   Railway  Company   covenants   and   agrees   that   any  and   all 


1468    CORPORATION  FORMS  AND  PRECEDENTS. 

rights,  privileges  and  franchises  received  by  it  or  any  successor  from  the 
City  of  Toledo  for  the  operation  of  its  street  railways,  gas  or  electric  light 
properties  shall  be  received  and  held  by  the  Eaihvay  Company  as  further 
and  additional  security  for  the  aforesaid  Bonds,  and  each  and  every  thereof 
shall  be  and  become  subject  to  the  lien  of  said  Mortgage  and  Deed  of 
Trust  securing  said  Bonds  of  The  Toledo  Traction  Company  without  further 
act  of  said  Eailway  Company  in  all  respects  as  though  the  same  had  been 
duly  assigned  to  and  pledged  with  the  Trustee  of  said  Mortgage  and  Deed 
of  Trust,  and  said  Railway  Company  further  covenants  and  agrees  that  it 
will  at  any  time,  and  from  time  to  time,  execute  such  further  instruments 
in  writing  as  may  be  or  become  necessary  or  desirable  to  fully  carry  out 
the  purposes  hereof. 

Tenth.  The  Mortgage  or  Deed  of  Trust  securing  the  said  Bonds  so  to  be 
extended  as  aforesaid  shall  continue  and  remain  a  lien  securing  the  pay- 
ment of  the  principal  and  interest  of  all  the  said  Bonds,  and  the  lien  and 
priority  of  Vhe  :Mortgage  and  Deed  of  Trust  as  security  for  the  said  Bonds, 
and  all  the  conditions  and  provisions  thereof,  and  all  the  rights  and  powers 
of  the  Trustee  thereunder  and  of  any  holder  or  holders  of  the  Bonds  under 
the  same  in  case  of  any  default  by  the  maker  thereof  or  by  the  Eailway 
Company  in  the  payment  of  the  principal  or  interest  of  the  Bonds,  or  in 
any  other  case,  shall  continue  and  remain  unimpaired  and  unchanged,  ex- 
cept as  modified  by  this  Agreement,  and  in  event  of  this  Agreement  or  the 
Certificate  of  Extension  annexed  to  said  Bonds  being  construed  or  being 
held  to  in  any  way  impair  or  prejudice  the  rights,  security  or  privileges 
of  said  Mortgage  and  Deed  of  Trust  and  of  the  said  Bonds,  then  this 
Agreement  and  the  Certificates  of  Extension  and  coupon  sheets  which  shall 
have  been  attached  to  said  Bonds  shall  at  the  election  of  the  Bondholders 
be  and  become  null  and  void  and  of  no  force  and  effect. 

Eleventh.  The  Eailway  Company  covenants  and  agrees  that  the  said 
outstanding  Bonds  constitute,  and  will  as  extended  constitute,  valid,  legal 
and  binding  negotiable  obligations  for  the  payment  of  which  the  Eailway 
Company  is  liable,  and  that  the  ^Mortgage  and  Deed  of  Trust  securing  the 
same  constitutes,  and  will  after  such  extension  of  said  Bonds  constitute, 
a  valid,  binding  and  subsisting  lien  as  by  said  Mortgage  and  Deed  of  Trust 
provided. 

Twelfth.  The  Eailway  Company  expressly  relieves  the  holders  of  the 
aforesaid  Bonds  from  any  and  all  obligations  or  requirements  for  the  pres- 
entation of  said  Bonds  to  and  demand  for  the  payment  of  the  principal 
and/or  interest  thereof  on  The  Toledo  Consolidated  Street  Eailway  Com- 
pany, The  Toledo  Electric  Street  Eailway  Company,  or  The  Toledo  Traction 
Company,  as  the  case  may  be,  and  expressly  waives  any  and  all  notices  of 
such  demands  and  any  and  all  notices  of  any  failure  of  the  said  The 
Toledo  Consolidated  Street  Eailway  Company,  The  Toledo  Electric  Street 
Eailway  Company  or  The  Toledo  Traction  Company  to  make  payment  of 
the  principal  and/or  interest  of  said  Bonds,  and  waives  any  and  all  de- 
mands, protests  and  notices  of  demand  and  protest  whatever  relative 
thereto. 

Thirteenth.  Blair  &  Co.  agree  to  act  as  the  Agent  of  the  Eailway  Com- 
pany for  the  purpose  of  receiving  the  bonds  for  exchange  and  for  the 
extension  in  order  that  there  may  be  attached  thereto  the  Extension  Agree- 
ment, and  the  additional  Coupons  as  aforesaid,  and  to  act  for  the  Eailway 


BOND  ISSUES.  1469 

Company   in   efTecting  such   exchange  aixl   with   resj>ect   to  the  attachment 
of  the  Certificates  of  Extension. 

Fourteenth.  All  matters  recited  in  this  Agreement  shall  be  conclusively 
deeme<l  to  be  the  statements  of  the  Railway  Company  only,  an<l  not  of 
Blair  &   Co.,  or  of  the  parties  of  the  third  part. 

Fifteenth.  Th^  holders  of  the  "Five  Per  Cent.  First  Mortgage  Bonds" 
of  The  Toledo  Consolidated  Street  Railway  Company  and  "First  Mort- 
gage Twenty  Year  Five  Per  Cent.  Gold  Bonds"  of  The  Toledo  Electric 
Street  Railway  Company  and  of  the  "Five  Per  Cent  Consolidated  First 
Mortgage  Gold  Bonds"  of  The  Toledo  Traction  Company  may  become 
parties  of  this  Agreement  by  depositing  their  Bonds  with  Blair  &  Co.  for 
the  purpose  of  effecting  such  exchange  or  of  having  annexed  thereto  re- 
spectively the  Certificate  of  Extension  and  coupon  sheet  aforesaid  which 
siiall  have  the  same  force  and  effect  as  if  such  holders  had  in  fact  sub- 
scribed their   respective   names   to   this  Agreement. 

In  Witness  Whereof,  The  Toledo  Railways  and  Light  Company  has 
caused  this  Agreement  to  be  executed  in  its  corporate  name  by  its  Presi- 
dent or  Vice-President  and  its  seal  to  be  hereunto  affixed,  attested  by  its 
Secretary  or  an  Assistant  Secretary;  and  Blair  &  Co.  have  caused  their 
firm  name  to  be  hereunto  affixed,  and  the  "Bondholders"  become  parties 
hereto  in  the  manner  as  hereinabove  provided,  all  as  of  the  day  and  year 
first  above  written. 

The  Toledo  Railways  and  Light  Co., 
By 

[Corporate  Seal]  President. 

Attest : 


Secretary. 
Signed,  sealed,  acknowledged  and  delivered 
by   the   said    The   Toledo    Railways   and 
Light  Company  in  the  Presence  of 


Signed,  sealed  and  delivered  by  Blair  &.  Co. 
in  the  presence  of 


( Acknowledgment. ) 
See  focm  next  following. 

Form  1761. 

AGREEMENT  OF  DEBENTURE  HOLDERS  TO  EXTEND 
TIME  FOR  PAYMENT. 

An  agreement  made  the    day  of    ,  between  The 

Company  (hereinafter  called  ' '  The  Company  ") ,  of  the 

one  part,  A.  B.  on  behalf  of  the  holders  of  the  debentures  of  the  Com- 
pany   for   $ ,    now    outstanding    of   the    other    part,    whereby    it 

is  agreed  as  follows: 

The  time  for  pnynioiit  of  the  principal  moneys  secured  by  the  said  out- 


1470    CORPORATION  FORMS  AND  PRECEDENTS. 

standing   debentures   of   the   Company   shall   be   extended   to   the    

jjay  of    ,  19 and  all  the  said  debentures  shall  from 

henceforth   be   read    and   construed    and   take   effect   as   if   that   date   were 

substituted  therein  for  the   IS).  .  .  .,  being  the  date  originally 

fixed  herein  for  payment. 

2.  The  Company  shall  use  its  best  endeavors  to  procure  all  the  holders 
of  the  said  debentures  to  ratify  this  agreement. 

3.  Unless   wilhin    days   fi'om   the   date   hereof   the   holders   of 

nine-tenths  in  value  of  the  said  debentures  shall  ratify  this  agreement  it 
shall  thereupon  become  void. 

4.  Each  debenture  holder  aforesaid  who  ratifies  this  agreement  must 
forthwith  give  up  his  debenture  to  the  Company  in  order  that  a  memoran- 
dum referring  hereto  may  be  endorsed  thereon. 

As  witness  the  common  seal  of  the  Company  and  the  hand  of  the  said 
A.   B.   the   day   and  year,   etc. 


An  agreement  as  above  having  been  sealed  by  the  company  and  signed 
by  A.  B.  (not  sealed  by  him)  printed  copies  can  be  sent  out  to  the  de- 
benture  holders,    and   they    can   be   asked   to   sign   at   the   foot   a   note   as 

follows: 

<  I  J  of   ,  being  a  holder  of  debentures  of  the 

Company    for    $ ,    numbered    ,    do    hereby    ratify 

the  agreement  of  which  the  above  is  a  copy." 

Each  debenture  holder  should  then  send  in  his  debenture  to  be  endorsed, 
and  a  memorandum  should  be  put  thereon  as  follows: 

' '  Memorandum. — That  by   an   agreement    dated   the    day   of 

and  made  between  the  above  company  of  the  one  part,  and 
A.  B.,  on  behalf  of  all  the  then  holders  of  debentures  of  the  company  for 

$ (including  the  then  holder  of  this  debenture),  of  the  other 

part    it  was  agreed  that  the  time  for  payment  of  the  said  debentures  of  the 

company,  including  the  within  debenture,  should  be  extended  to  the 

day   of    ,    19 ,   and   that   the   said    debenture   should   be   read 

and  construed  and  take  effect  as  if  that  date  had  been  substituted  for  the 

day  of    ;  19 .... ,  originally  therein  fixed  as  the 

time  for  payment,  and  such  agreement  wfis  duly  ratified  by , 

the  then  holder  of  the   within   debenture." 

See  Forms  17.58-1760,  supra. 

Form  1762. 

PUBLISHED  NOTICE  OF  BONDHOLDERS'  MEETING  TO 

CONSIDER  DEFAULT  IN  INTEREST  AND 

FUTURE  ACTION. 

; Corporation,  Limited. 

Bondholders'   Meeting. 
Notice    is    hereby    given    that    a    meeting    of    the    bondholders    of    the 

Corporation,  Limited,  will  be  held  in  the  city  of , 

in  the    Bank  Building,  on  Thursday,  the  25th  of  January,  1912, 

at  11   A.   M.   in  order  to  consider  the  present  position  of  the  Company's 


BOXD  ISSUES.  1471 

affairs  and  to  suggest  a  course  of  action  in  connection  therewith,  and  more 
particularly— 

1.  To  dcteriiiinc  uiiat  action,  if  any,  the  bondholders  should  take  with 
reference  to  the  default  in  the  payment  of  the  coupon  a<iruing  Deccndjer 
1st,   1911,  and  any  succeeding  couj>on. 

:.'.  To  consider  any  plan  of  reorganization  that  may  be  submitted  or 
recomnienderl  by  any  bondholder  or  any  committee  representing  bond- 
holders. 

3.  To  determine  generally  what  actioii,  if  any,  either  the  corporation,  or 
the   bondholders  thereof,  should  take  in  order  to  readjust  the  business  of 

the    Corporation   and  place   it  upon  a  sound  and  efficient 

basis,  by  readjustment  of  capitalization  and  of  bonded  indebtedness,  fore- 
closure or  otherwise. 

4.  Generally  to  consider  the  present  condition  of  the  Company's  affairs 
and   its   future   policy. 

, ,  19 

The  Co., 

Trustee. 

Form  1763. 

NOTICE  IN  REFERENCE  TO  MEETING  OF  BOND- 
HOLDERS. 

Corporation. 

Bondholders'  Meeting. 

Tn  reference  to  the  meeting  of  the  Bondholders  of  the  above  Corporation 

to  be  held  in  the Bank  Building  in  the  City  of 

on  Thursday  the  25th  day  of  January  next,  1912,  at  eleven  o'clock.  Bond- 
holders who  have  not  deposited  their  Bonds  to  the  order  of  any  Committee 
are  requested  to  kindly  adopt  one  of  the  following  plans  in  order  that  as 
large  a  vote  as  possible  may  be  polled: 

1.  Register  their  Bonds,  without  charge,  at  the  oflSces  of  The 

Trust   Company  in    or    ,  or  at  the  office  of  the 

Trust  Company  of ,  in , , 

or  at  the  ofiice  of  the  Bank  of ,  in  London,  England. 

Such   registration,   if   made  in  London,   should  be   effected   at  least   two 

weeks  prior  to  the  said  meeting,  or,  if  in   ,    or 

,   at   least   one   week   prior  to  the  said   meeting.     Holders   of 

Bonds  so  registered  may  vote  either  personally  or  by  proxy  without  pro- 
duction of  the  Bonds. 

2.  Bondholders   not   desiring  to   register  may   deposit   their  Bonds  with 

the  Bank  of in  London,  England,  with  the   

Trust  Company  of   in ,   ,  and  with  the 

Bank  of  Commerce  in  or  with- 
out charge,  and  obtain  a  certificate  therefrom  specifying  the  par  value  and 
the  numbers  of  the  Bonds  so  deposited  and  stating  that  the  Bonds  covered 
thereby  will  remain  on  deposit  for  a  period  of  six  weeks  from  the  date  of 
the  Certificate.  In  such  an  event  Bondholders  may  upon  production  of 
this  certificate  at  the  meeting,  vote  upon  the  Bonds  so  deposited  in  person 
or  by  proxy. 


1472    CORPORATION  FORMS  AND  PRECEDENTS. 

If  it  is  inconvenient  for  a  Bondholder  to  d;^iosit  with  any  of  the  above 
named  depositories,  the  certificate  in  proper  form  of  any  Chartered  Bank 
in    will  be  accepted. 

3.  Bondholders  who  desire  to  attend  in  person  and  who  have  hot  regis- 
tered their  Bonds  or  deposited  the  same  as  provided  in  paragraphs  one 
and  two  hereof,  must  produce  their  Bonds  for  inspection  at  the  said  meet- 
ing, if  called  upon  to  do  so,  before  being  entitled  to  vote  thereon. 

All  proxies  must  specify  the  numbers  of  the  Bonds  to  which  they  refer 

and  must  be   deposited  with  The    Trust   Company,   in 

J   at   least  twenty-four  hours  prior  to  the  time  fixed  for   the 

meeting.  Forms  of  proxies  and  of  the  certificates  required  from  the  Banks 
can  be  had  from  the  undersigned,  and  full  information  may  be  obtained 
by  applying  to  the  Corporation,  No Street, 

,  22nd  December,   1911. 

Corporation, 

Per    , 

President, 

See  Form  1762,  supra. 

Form  1764. 
PROXY  FOR  BONDHOLDERS'  MEETING. 

Proxy. 

Know  all  Men  by  these  Presents,  That  I,  ,  of  the  City  of 

^  in  the  State  of ,  being  the  holder  of  Bonds  of 

the Corporation  to  the  par  value  of 

Dollars,   bearing   the   Numbers    ,   do   hereby   constitute   and 

appoint    ,   of  the  City  of    ,  in  the  State  of 

,   my  true  and   lawful   Attorney  to  vote  as  my  proxy   in  my 

name    and    on    my    behalf    at    a    meeting    of    the    Bondholders    of    the 

Corporation  to  be  held  in  the  City  of   

on  the  25th  day  of  January,  1912,  and  at  all  or  any  adjournments  thereof 
upon  every  matter  and  question  that  may  be  brought  before  said  meeting 
to  the  same  extent  as  if  I  myself  were  personally  present;  with  power  to 
my  said  Attorney  to  substitute  and  in  his  place  and  stead  to  put  one  or 
more  persons;  I  hereby  undertake  to  ratify  and  confirm  all  that  my  said 
Attorney  or  Substitute  may  do  or  cause  to  be  done  in  virtue- of  these 
presents. 

As  Witness  my  hand  at ,  this day  of , 

191... 

Witness:  ] 

i      

See  Forms  1762,  1763,  supra. 

See  for  stock  proxies  Chapter  XX,  ante. 

Form  1765. 

COPY  OF  RECEIPT  OR  CERTIFICATE  REFERRED  TO  IN 

PRECEDING  NOTICE. 

,   19.... 

The  Bank  of   hereby  certifies  that  5%  Gold  Bonds  of  the 

issue  of  the  First  of  June,  1909,  of  the 


BOND  ISSUES.  1473 

Corporation,   to   tho  par   value   of    Dollars    ($ ), 

the  said  Bonds  bearing  the  following  Nos ,  have  been  deposited 

with  tho  said  Banit  by    and  will  roniaiu  so  deposited  until 

the  7th  .March,  191J. 

Tho  Bank  of    

Per    

President  or  Cashier. 
Sec  Forms  17C2-1764,  supra. 

Form  1766. 

NOTICE  OF  ANNUAL  MEETING  OF  REGISTERED 
BONDHOLDERS. 

Conij)any. 

The  annual  meetings  of  the  registered  holders  of  the  General  Mortgage 
Bonds  of  the Company,  pursuant  to  the  General  Mort- 
gage of  ,  19. . . .,  and  of  the  holders  of  the  Preferred  Income 

and  Sinking  Fund  Debentures  of  said  company,  pursuant  to  the  Deed  of 

Trust  of   ,  19.  . . .,  will  be  held  at  the  office  of  the  company, 

Xo Street,   in  the  City  of    ,  on    , 

,  19....,  at    0  'clock  noon  and   o  'clock   .... 

.M.    respectively. 

The  Voting  Eegister  of  the  said  General  Mortgage  Bonds  and  the  Trans- 
fer Books  of  the  said  Debentures  will  close  at    o'clock  P.   M.  on 

,    ,  19....,  and  reopen  at   o'clock  A.  .M. 

on   ,   ,  19.  . . 

,  Secretary. 

,    ,    19.... 

Form  1767. 
NOTICE  OF  ADJOURNED  MEETING  OF  BONDHOLDERS. 

Company. 

Bondholders'  Meeting. 

An    adjourned    meeting    of    the    First    Mortgage    Bondholders    of    the 

Company  will  be  held  at  the  office  of  the 

Trust, Co., ,  on , 19.  . .  .,  at   

M.  to  act  upon  the  report  of  the  Committee, 

Holders  of  the  bonds  may  procure  copies  of  the  report  on  application  to 
the  undersigned. 

Dated , ,19 


Chairman. 

Form  1768. 

NOTICE  OF  MEETING  OF  BONDHOLDERS  TO  APPOINT 
A  SUCCESSOR  TRUSTEE. 

Notice  is  hereby  given  to  the  holders  of  all  the  Second  Mortgage  Bonds 
«f  the    Company,  that,  pursuant  to  pro- 


1474     CORPORATION  FORMS  AND  PRECEDENTS. 

visions  contained  in  said  Mortgage,  a  meeting  of  said  Bondholders  is  hereby 
called    for    Tuesday,    January    31st,    1911,    to    be    held    at    the    Office    of 

,   No Street,   Borough   of   Manhattan, 

City  and  State  of  New  York,  at  2  o'clock  in  the  afternoon,  for  the  purpose 
of  appointing  a  successor  Trustee  under  said  Mortgage,  in  the  place  of  the 
late  ,  deceased,  such  successor  to  serve  as  co-trustee  with 


January  IG,  1911. 

,  Surviving  Trustee. 

See  as  to  appointment  of  successor  trustees,  Cook  on  Corporations,  §  819. 
See  forms  of  Indentures  in  this  Chapter  for  clauses  relative  to  appoint- 
ment of  successor  trustee. 

Form  1769. 

NOTICE  OF  VACANCY  IN  OFFICE  OF  TRUSTEE  FOR 
BONDHOLDERS. 

To  the  holders  of  the  bonds  of  the  

Company,  and  to  all  others  whom  it  may  concern: 

Notice   is   hereby   given   that   a   vacancy  exists   in  the  office   of   Trustee 

under  the  mortgage  made  by  the  Company 

to  the   Trust  Company,  Trustee,  bearing  date  the    

<iay  of    ,   19....,   by  virtue   of  the  suspension   from   business 

of  the  said Trust  Company.     And 

Notice  is  hereby  further  given  that,  pursuant  to  the  provisions  of  Article 
XIII  of  the  said  mortgage  or  deed  of  trust,  said  vacancy  may  be  filled  by 
the  appointment  of  one  or  more  competent  persons  or  corporations  as  new 
Trustee  or  new  Trustees  by  an  instrument  or  concurrent  instruments  in 
writing  executed  under  the  hands  and  seals  of  a  majority  in  interest  of  the 
holders  of  the  said  outstanding  bonds  or  their  attorneys-in-fact  thereunto 
authorized.  This  appointment  by  the  said  bondholders  must  be  made  within 
sixty  days  after  the  date  hereof,  otherwise,  the  Board  of  Directors  of  the 

Company  shall  have  the  right  to  make  a  temporary 

appointment  to  fill  such  vacancy,  which  said  appointment  shall  continue 
until  the  holders  of  a  majority  in  interest  of  the  outstanding  bonds  secured 
by  said  mortgage  or  deed  of  trust  or  their  attorneys-in-fact  thereunto 
authorized  by  an  instrument  or  concurrent  instruments  in  writing  shall 
designate  a  new  Trustee  or  new  Trustees  to  act  thereunder. 

Company, 

By 

,    President. 

,    Secretary. 

Dated,    ,    ,    ,  19 

See  notes  to  Form  1768,  supra. 

Form  1770. 
NOTICE  OF  APPOINTMENT  OF  SUCCESSOR  TRUSTEE. 

Notice   of   A[)j)ointment   of  Successor   Trustee. 

To  the  holders  of    Company  Bonds,  and  to  all  others  whom 

it  may  concern : 
Notice  is  hereby  given  that  on  the day  of ,  A.  D. 


BOND  ISRT'ES.  U75 

19.  . .  .,   the    Trust   Company,  a   corporation   organized 

and  existing  under  and  by  virtue  of  the  laws  of  the  State  of  New   York, 

United  States  of  America,  of   St.,  New  York  City,  was  duly 

appointed  and  designated  by  the  Board  of  Directors  of  the  said 

Company   as  the  successor  Trustee  to  the  Carnegie  Trust 

Company  under  and  by  virtue  of  that  certain   mortgage  or  deed  of  trust 

from  the  said    Company   to  the  said  Carnegie  Trust 

Company,  as  Trustee,  dated  the  first   day  of   ,  A.  D.   19.  . .  ., 

and  that  the  said  Trust  Company  has  assumed  the  duties 

and  will  act  as  Trustee  under  said  mortgage  or  deed  of  trust  in  lieu  of 
and   as    successor    to    the    said    Carnegie    Trust    Company;    and    that    said 

Trust    Company   will    continue    to    act    as   such    Trustee 

unless  and  until  a  Trustee  shall  be  appointed  by  the  bondholders,  within 
six  months,  under  the  provisions  of  said  mortgage  or  deed  of  trust. 

Company, 

By   ,  President. 

Attest : 

,  Secretary. 

,    19 

See  notes  to  Form  1768,  supra. 

Form  1771. 

NOTICE  OF  APPOINTMENT  OF  SUCCESSOR  TRUSTEE 

FOR  BONDHOLDERS. 

Notice  of  Appointment  of  Successor  Trustee. 

To  the  holders  of  the  bonds  issued  by  the  

Company,  and  to  all  others  whom  it  may  concern: 

Notice  is  hereby  given  that,  on  the day  of ,  A.  D. 

19....,    The    Trust   Company,   a   corporation   organized   and 

existing  under  and  by  virtue  of  the  laws  of  the  State  of  New  Y'ork,  hav- 
ing its  office  and  place  of  business  at  Number Broadway,  in  the 

Borough  of  Manhattan,  in  the  City  and  State  of  New  Y'ork,  was  duly 
appointed  and  designated  by  the  owners  of  a  majority  in  amount  of  the 

outstanding  bonds  issued  by  the  said   Company  under 

and  pursuant  to  the  terms  and  provisions  of  a  certain  mortgage  or  deed 

of  trust  from   Company,  to  the    Trust 

Company,  Trustee,  dated  February  1,  A.  D.  1910,  and  also  by  the  Board 

of   Directors   of   the   said    Company,   as   successor 

Trustee  to  the   Trust  Company  under  said  mortgage  or  deed 

of  trust;  and  that,  thereafter  and  on  the  L'8th  day  of  March,  A.  D.  1911, 
a  certain  order  was  entered  in  and  by  the  Supreme  Court  of  the  State  of 
New  Y'ork,  for  the  County  of  New  York,  in  the  Matter  of  the  Liquidation 

of  the    '.  .    Trust  Company  by  the  Superintendent  of  Banks  of 

the  State  of  New  Y'ork,  authorizing  and  directing  the  said  Superintendent 

of  Banks  to  join  with  the  said    Trust  Company  in  resigning 

as  Trustee  under  the  aforesaid   mortgage  or  deed   of  trust,  and  directing 

said   Superintendent   of   Banks   and  said    Trust   Company  to 

deliver  to  The   Trust  Company,  as  substituted  Trustee 

thereunder,  all  papers,  documents,  property,  et  cetera.  That,  under  and 
pursuant  to  the  said  order  of  Court,  the  said  Superintendent  of  Banks  and 


1476    CORPORATION  FORMS  AND  PRECEDENTS. 

said   Trust  Company  did,  on  the  23rd    -ay  of  March,  A.  D. 

1911,   convey  to   The    Trust   Company  all  right,  title,   and 

interest    acquired   by   the    Trust   Company   under   tne   said 

mortgage  or   deed   of  trust   in   and  to  the  property  tlierein  set   forth  and 

described.     That  said  The    Trust  Company  has  assumed  the 

duties  and  will  act  as  Trustee  under  said  mortgage  or  deed  of  trust  in  lien 

of  and  as  successor  to  the  said  Trust  Company. 

Company, 

By   ,  President. 

Attest : 

,    Secretary, 

See  notes  to  Form  17GS,  supra. 

Form  1772. 

NOTICE  OF  SALE  BY  TRUSTEE  OF  COLLATERAL 
SECURING  BONDS. 

Company. 

Trustee's   Sale, 

Notice  is  hereby  given  that  default  having  been  made  in  the  payment 
of  interest  due  April  1,  1912,  on  the  First  Mortgage  and  Collateral  Trust 

5%   Gold  Bonds  of  the    Company    (of   ) , 

secured  by  IMortgage  and  Collateral  Trust  Agreement,   dated  November  9, 

1899,   by   said   Company  to    Company,   Trustee;    the 

Company,   Trustee,  by  virtue   of  the   power  contained 

in  said  Mortgage  and  Collateral  Trust  Agreement  will  sell  at  public  auction 

to  the  highest  bidder  at  the  auction  rooms  of  &  Co., 

auctioners,    Street,    Philadelphia,   on   Tuesday,   February 

25,  1913,  at  2  o'clock  P.  M.,  the  following: 

9,991  shares  of  the  capital  stock  of  the    

Company,  a  corporation  of  the  State  of ,  .of  the 

par  value  of  $50  each,  or  an  aggregate  par  value  of  $499,550. 

Said  shares  of  stock  are  a  part  of  the  property  mortgaged  and  pledged 

by  the Company  (of )  to  the 

Trust    Company    as    aforesaid.      The    remaining    property    subject    to    the 

mortgage  consists  of  certain  lands  in  the  town  of 

County,  State  of   ,  which  lands  will  be  sold 

by  the  Trustee  as  a  separate  parcel  at  the  time  and  place  hereafter  to  be 
announced. 

Said  shares  of  stock  will  be  sold  in  one  entire  lot  and  not  in  sejiaiate 
lots. 

No  bid  will  be  received  from  any  bidder  who  shall  not  have  deposited  as 
a  pledge  that  he  will  make  good  his  bid  in  case  of  its  acceptance,  the  sum 
of  $5,000  in  money  or  certified  check  on  a  National  Bank  in  the  City  of 
Philadelphia;  such  deposit  of  any  unsuccessful  bidder  to  ^be  returned  to 
him  when  the  property  shall  be  struck  down,  and  the  deposit  received  from 
the  successful  bidder  to  be  applied  on  account  of  his  bid. 

Upon  the  acceptance  of  any  bid,  $10,000  shall  be  paid  in  cash  or  certified 
check  immediately  upon  the  prof)erty  being  struck  down,  and  the  balance 
of  the  bid  shall  be   paid   within  thirty  days  after  the   sale.     In  case  any 


BOND  ISSUES.  1477 

bidder  or  i)urcliaspr  sliall  fail  to  make  good  his  bid  on  its  acceptance  by 
the  Trustee,  or  sliall  fail  after  such  acceptance  to  comply  with  the  terms 
of  sale,  then  the  aiiin  deposited  by  such  purchaser  in  cash,  or  by  certified 
check,  shall  he  forfeited  and  shall  be  applied  to  the  expense  of  any  resale 
and  toward  making  good  any  deficiencies  or  loss  in  case  the  property  shall 
be  thereafter  sold  at  a  price  less  than  that  brought  at  the  first  sale. 

Any  holder  or  holders  of  the  First   Mortgage  and   Collateral  Trust  5% 

Gold  Bonds  of  the    Company   (of   )   becoming 

the  purchaser  or  purchasers  shall  be  entitled  to  turn  in,  use  and  apply  in 
making  payment  of  the  balance  of  the  purchase  money  not  required  to  be 
paid  in  cash,  the  bonds  or  unpaid  coupons  secured  by  said  mortgage,  reckon- 
ing such  bonds  or  unpaid  coupons  for  such  purpose  at  a  sum  not  exceeding 
that  which  shall  be  payable  out  of  the  net  proceeds  of  sale  to  the  holder 
or  holders  thereof  for  his  or  their  just  share  of  the  net  proceeds  of  sale 
upon  due  apportionment  of  and  accounting  for  such  net  proceeds.  The 
anioutit  represented  by  any  such  bonds  or  coupons  will  be  treated  as  paid 
only  to  the  extent  that  it  shall  be  paid  out  of  the  proceeds  of  sale,  reserv- 
ing to  the  holder  or  holders  thereof  such  rights  as  he  or  they  may  have  to 
collect  the  balance  unpaid. 

As  provided   in  the  said  mortgage,  this  sale  shall  be  a  bar  against  the 
Company    (of    ),    its   successors   and   as- 
signs, and  all  persons  claiming  by,  through  or  under  it  or  them  with  respect 
to  the  shares  of  stock  so  sold. 

The  Trustee  reserves  the  right  to  resell  the  property  upon  further 
notice  if  the  purchaser  or  purchasers  shall  fail  to  make  good  any  payment 
on  account  of  any  unpaid  balance  of  the  purchase  price  as  provided  in  the 
conditions  of  sale. 

For  further  particulars  application  may  be  made  to  the  Trustee. 

Trust   Company,   Trustee, 

Street,   Philadelphia. 

Counsel   for   Trustee. 

Form  1773. 

NOTICE  OF  TRUSTEE'S  SALE  OF  REAL  ESTATE  UNDER 
INDENTURE  SECURING  BONDS. 

Trustee 's  Sale  of  Valuable  Leasehold  in Lands  in 

County,    ,   and    Modern    Plant    for   the 

Manufacture   of    ,   etc.,   of 

Company. 

Notice  is  hereby  given  that,  default  having  been  made  in  the  payment 
of  interest  due  June   1,   1912,  under  the  terms  of  a  certain   Indenture  of 

Mortgage  dated  December  1,  1905,  executed  by  the Company 

to  The Trust  Company,  Trustee,  to  secure  an  authorized  issue 

of  $600,000  face  value  of  bonds,  the  Title  and  Trust  Com- 
pany, successor  by  merger  to  the  said  The   Company, 

Trustee,  by  virtue  of  the  power  contained  in  said  mortgage,  will  sell  at 
public  auction  to  the  highest  bidder  at  the  auction  rooms  of  Messrs. 
&  Co.,  auctioneers Street,  Philadel- 
phia, on   Monday,  February  24,  1913,  at   12  o'clock  noon,  the  following: 


1478     CORPORATION  FORMS  AND  PRECEDENTS. 

All  that  certain  leasehold  for  the  term  of  ninety-nine  years,  commenc- 
ing and  to  be  computed  from  October  1,   1905,  in  and  to  all  that  certain 

piece  of  ground   in    County,  Pennsylvania,  bounded  and 

described  as  follows: 

(Description  Omitted.) 

Together  with  all  and  singular  the  buildings,  plant,  machinery,  appa- 
ratus, tools  and  appliances  thereunto  belonging,  or  in  any  wise  appertain- 
ing, and  all  easements,  leases,  liberties,  privileges,  franchises  and  rights 
corporate  or  otherwise,  belonging  and  appertaining  to  the  said  Cement 
Company. 

Terms  of  Sale. 

$10,000  shall  be  paid  in  cash  immediately  upon  the  property  being  struck 
down,  and  the  balance  of  the  bid  shall  be  paid  within  thirty  days  there- 
after. In  case  any  bidder  or  purchaser  shall  fail  to  make  good  his  bid  on 
its  acceptance  by  the  Trustee,  or  shall  fail  after  such  acceptance  to  comply 
with  the  terms  of  sale,  then  at  the  option  of  the  Trustee  the  sum  in  cash 
deposited  by  such  purchaser  or  purchasers  shall  be  applied  towards  the 
payment  of  the  expenses  of  a  re-sale  and  towards  making  good  any  de- 
ficiency or  loss  in  case  such  property  shall  subsequently  be  sold  at  a  price 
less  than  that  bid  at  the  prior  sale;  the  Trustee  reserving  all  other  legal 
rights  against  such  purchaser.  Any  bondholder  or  bondholders  becoming 
the  purchaser  or  purchasers  shall  be  entitled  to  turn  in,  use  and  apply  in 
making  payment  of  the  purchase  money,  the  bonds  or  coupons  secured  by 
said  mortgage,  reckoning  such  bonds  or  coupons  for  such  purposes  at  a 
sum  not  exceeding  that  which  shall  be  payable  out  of  the  net  proceeds  of 
sale  to  the  holder  or  holders  of  such  bonds  or  coupons  for  his  or  their  just 
share  of  the  net  proceeds  of  sale  upon  due  apportionment  of  or  accounting 
for  such  net  proceeds,  paying  the  remainder  of  the  balance,  if  any,  in  cash. 
The  amount  represented  by  any  such  coupons  or  bonds  shall  be  treated  as 
paid  only  to  the  extent  that  it  shall  be  paid  out  of  the  proceeds  of  sale, 
reserving  to  the  holder  or  holders  thereof  such  rights  as  he  or  they  may 
have  to  collect  the  balance  unpaid. 

It  is  provided  in  the  said  mortgage  that  this  sale  shall  be  a  perpetual 

bar,  both  at  law  and  in  equity,  against  the   Company 

and  all  persons  claiming  by,  from  and  under  it,  with  respect  to  any  of  the 
property  so  sold. 

Taxes  and  water  rent  to  be  apportioned  up  to  date  of  settlement. 
For  further  particulars  application  may  be  made  to  the  Trustee. 
Dated   January    15,    1913. 

Title  and  Trust  Company, 

Successor  by  merger  to 

The   Trust  (!onipany. 

Trustee. 

Counsel  for  Trustee. 


BOND  ISSUES.  1479 

Form  1774. 
NOTICE  OF  STOLEN  BONDS. 

Stolen    on    or    about    ,    JO.  . .  .,    in    , 

$ Kailroad  Co.,    .,  IstMtge.  6%  Cold  Bonds, 

interest   Manh  and  September,  numbered   as  follows:    

Registration   of  said   Ijuiids  has  been  stopped;    also  paymeut  of  coupons 
on  sjiine. 

All   parties  are   cautioned  against   negotiating   said  bonds. 
Please  notify, 


See  generally   as  to  lost  or  stolen   bonds,   Cook   on   Corporations,    §  767. 
See  for  notices  of  lost  or  stolen  stock,  Forms  1204-1207,  supra. 

Form  1775. 
INDEMNITY  BOND  FOR  LOST  COUPONS. 

Know    ail    inou    by    those    presents,    that    the    First    National    Bank    of 

,   a   corporation   organized  and  existing   under  and  by  virtue 

of  the  National  Banking  Act  of  the  United  States  (hereinafter  called  the 
"obligor"),  is  held  and  firmly  bound  unto  the  Trust  Com- 
pany of ,  a  corporation  organized  and  existing  under  the  laws 

of  the  State  of (hereinafter  called  the  "Trust  Company"), 

and    the     Company,    a    corporation    organized    and    existing 

under  the  laws  of  the  State  of (hereinafter  called  the  "Rail- 
way Company"),  and  to  their  respective  successors  or  assigns,  in  the  sum 

of    Dollars,  lawful  money  of  the  United  States  of  America, 

to  be  paid  to  them  or  to  their  respective  successors  or. assigns,  for  the  pay- 
ment of  which  the  Obligor  binds  itself,  its  successors  or  assigns  firmly  by 
these  presents. 

Sealed   with  the  seal  of  the  First  National  Bank  of    this 

;...    day  of    : ,  A.  D.  19 

Whereas  said  Trust  Company  is  the  Trustee  under  a  certain  Trust  Deed 

dated    ,   19 ,  executed  by  said  Railway  Company  to  it  to 

secure  a  certain  issue  of  First  Mortgage  Five  Per  Cent.  Bonds  of  said 
Railway  Company,  which  said  bonds  are  of  the  par  value  of  One  Thou- 
sand Dollars    ($1,000)   each,  and  are  due   19 ,  and  said 

Obligor  is  the  owner  of  twenty-one  coupons  for  Twenty-five  Dollars  ($25.00) 

each,  due ,  19.  .  .  .,  detached  respectively  from  Bonds  Xos. 

of  said   issue,   which  said   coupons  have  been   lost   or 

destroyed  and  cannot  now  be  produced  by  said  Obligor;  and 

Whereas  said  Railway  Company  has  heretofore  deposited  with  said  Trust 
Company  the  sum  of  Five  Hundred  and  Twenty-five  Dollars  ($525) 'for 
the  purpose  of  paying  said  twenty-one  Coupons,  and  such  sum  is  now  held 
by  said  Trust  Company  for  such  purpose;  and 

Whereas,  at  the  request  of  the  said  Obligor  and  upon  its  promise  and 
covenant  to  save  harmless  the  said  Trust  Company  and  the  said  Railway 
Company  as  hereinafter  provided,  and  to  deliver  up  the  said  coupons  if 
found  by  the  said  Trust  Company  to  be  cancelled,  said  Trust  Company 
has  this   day   paid   unto   the  said   Obligor   the   sum   of  Five   Hundred   and 


1480    CORPORATION  FORMS  AND  PRECEDENTS. 

Twenty-five  Dollars  ($525),  the  receipt  whereof  the  said  Obligor  does 
hereby  acknowledge  in  full  satisfaction  and  discharge  of  the  said  coupons; 

Now  the  condition  of  this  obligation  is  such,  that  if  the  said  obligor, 
its  successors  or  assigns,  or  any  of  them,  shall  in  case  the  said  coupons  be 
found  or  come  to  the  hands  or  in  the  power  of  the  said  Obligor,  its  suc- 
cessors or  assigns,  or  any  of  them,  deliver  said  coupons  or  cause  the  same 
to  be  delivered  unto  the  said  Trust  Company,  its  successors  or  assigns  in 
order  to  be  cancelled,  and  also  shall  indemnify  and  save  harmless  the  said 
Trust  Company,  its  successors  and  assigns,  and  the  said  Eailway  Company, 
its  successors  and  assigns,  from  and  against  the  said  coupons  and  each  of 
them,  any  damages,  costs,  charges  and  expenses,  claims  and  demands,  and 
all  actions  or  suits,  whether  groundless  or  otherwise,  by  reason  of  said 
coupons  (including  any  loss  to  the  said  Trust  Company  in  the  event  of  the 
payment  by  it  of  the  said  coupons  through  error,  and  any  damages  which 
may  arise  by  reason  of  its  declining  to  pay  said  coupons  if  presented), 
then  this  obligation  is  to  be  void;  otherwise,  to  remain  in  full  force  and 
virtue. 

In  Witness  "Whereof,  said  First  National  Bank  has  caused  this  instru- 
ment to  be  signed  by  its  proper  ofi&cers  and  attested  under  its  corporate  seal 
this day  of ,  A.  D 


[Skal]  By    

Attest :    

See  as  to  the  negotiability  of  coupons,  Cook  on  Corporations,  §  771;  Clark 

M.,  Corp.,  1836. 

See  Forms  1208-1210,  1630,  1631,  supra. 

See  Chapter  XXXVIII,  i^ost,  for  Car  Trust  Agreements. 

See  Chapter  XXVI,  sujyra,  for  ordinary  mortgage  by  corporation. 

See  for  releases  of  mortgage.  Forms  1642-1644,  siq^ra. 


CHAPTER  XXVIII. 

MISCELLANEOUS  COUrORATE  INSTRU- 
MENTS. 

Form  1776. 

AGREEMENT  BY  COMPANY  ADOPTING  CONTRACT 
MADE  ON  ITS  BEHALF  BEFORE  INCORPORATION. 

An  agreoiiicnt  made  tlio    day  of    ,   between  A.  of 

,  of  the  one  part,  and  B.  of ,  of  the  second  part, 

and   the    Company,   a   corporation   organized    and   existing 

under  the  laws  of  the  State  of ,  of  the  third  part. 

Whereas   the   said    Company   has   been   duly    incorporated 

under  the  laws  of  the  State  of   since  the  execution  of  the 

within  written  mentioned  agreement,  the  original  of  which  is  attached 
hereto  and  marked  Exhiiiit  "A,"  in  accordance  with  the  intention  in  that 
behalf  referred  to  in  such  agreement. 

Now  it  is  hereby  mutually  agreed  as  follows: 

1.  The  said  written  agreement  is  hereby  adopted  by  the  

Company,  and  shall  be  binding  on  the  said  A.  and  the Com- 
pany in  the  same  manner,  and  take  effect  in  all  respects  as  if  the 

Company  had  been  in  existence  at  the  date  thereof,  and  had  by  these  pres- 
ents ratified  the  same.  , 

2.  The  said  B.   shall   from   henceforth   be   discharged  from   all   liability 
under  or  in  respect  of  the  said  agreement. 

In  witness  whereof  the  said  A.  and  B.  have  hereunto  set  their  respective 

hands  and  seals,  and  the   Company  has  caused  its  corporate 

name  to  be  signed  hereunto  by  its  President  and  its  corporate  seal  to  be 
hereto  affixed  by  its  Secretary,  thereunto  duly  authorized,  the  day  and  year 
aforesaid. 

[Seal] 

[Seal] 

Company, 

Attest:  By   ,  President. 


Secretary. 
See  forms  in  Chapter  VII,  ante. 


Form  1777. 

AGREEMENT  FOR  CHANGE  AND  MODIFICATION  OF 
CONTRACT. 

^remoraiidiim  of  agreement  entorod   into  this   day  of   

A.  D.   IP between    Company,  a  corporation  whose  principal 

office  is  in ,  party  of  the  first  part,  and ,  of 

1481 


1482     CORPORATION  FORMS  AND  PRECEDENTS. 

the  City  of ,  County  of ,  and  State  of ,  party 

of  the  second  part,  witnesseth : 

Whereas,  the  parties  hereto  did,  on  the   ....    day  of   ,  19.  .  .  ., 

enter    into    a    certain    sealed    agreement,    consisting    of    (•■■•) 

typewritten  pages,  a  copy  of  which  is  attached  hereto,  and  marked  Ex- 
hibit "  A. " 

Now  therefore,  in  consideration  of  One  dollar  ($1)  Uy  each  of  the 
parties  hereto  in  hand  paid,  the  receipt  whereof  is  hereby  acknowledged, 
and  for  other  good  and  valuable  considerations  moving  between  the  parties 
hereto,  it  is  agreed  as  follows: 

1.  That   Article    of   said   sealed   agreement,   reading  as   follows: 

shall  be,  and  it  is  hereby,  changed  and  modified,  so  as  to  read  as  follows: 

2.  That  said  sealed  agreement,  as  so  modified,  be,  and  it  is  hereby 
ratified  and  confirmed. 

In  witness  whereof,  the  said  parties  have  hereunto  set  their  hands  and 
affixed  their  seals,  and  executed  this  supplemental  agreement  in  duplicate, 
the  day  and  year  first  above  written. 

Company, 

[Corporate  Seal]  By  

Attest:  •". [Seal]. 


Secretary. 
For  form  of  agreeinent  modifying  a   previous  agreement,   see  Farmers' 
Loan  &  Trust  Co.  v.  Madison  Mfg.  Co.,  153  Fed.  310. 

Form  1778. 
BOND  GIVEN  FOR  THE  PERFORMANCE  OF  COVENANTS. 

Know  all  men  by  these  presents,  that  we  H  S,  principal,  and  R  Al,  surety, 

are   held   and   firmly  bound   unto   The    Company,   a   corporation 

organized  and  existing  under  the  laws  of   ,  in  the^  just  and  full 

sum   of    dollars,   to  the  payment  whereof,  well  and  truly  to  be 

made  to  said  The Company,  its  successors  and  assigns,  we  bind 

ourselves,    our    heirs,    executors   and    administrators,   jointly   and    severally, 
firmly  by  these  presents.     Sealed  with  our  seals  and  dated  this   ....   day  of 

,  in  the  year  19 ...  . 

Now,  the  condition  of  the  above  obligation  is  such,  that  if  the  above 
bounden  H  S,  his  heirs,  executors  and  administrators,  do  and  shall  well 
and  truly  observe,  perform,  fulfil  and  keep,  all  and  every  the  covenants, 
clauses,  articles  and  agreements  specified  and  contained  in  a  certain  inden- 
ture, bearing  even  date  with  the  above  written  obligation,  and  made,  or 
mentioned  to  be  made,  between,  etc.,  which,  on  the  part  and  behalf  of  the 
said  H  S,  his  heirs,  executors  and  administrators,  is,  are  and  ought  to  be 
observed,  performed,  fulfilled  and  kept,  according  to  the  true  intent  and 
meaning  of  the  said  indenture;  then  the  above  written  obligation  shall 
be  void  and  of  no  effect,  otherwise  the  same  shall  remain  in  fidl  force. 

[Seal! 

[Seal] 


MISCELLANEOUS  CORPORATE   INSTKI  .MENTS;.    1483 

Form  1779. 
BOND  FOR  PAYMENT  OF  MONEY. 

Know    all    men    by    those    piosi'nts,    that     ,    ,  and 

,  are  held  and  lirndy  bound  unto  the Company,  a  corpora- 
tion organized   and  existinjj  under  the  laws  of  the  >State  of    ,   in 

the  sum  of Dollars,  to  be  paid  to  the  said   Company 

or  to  its  certain  Attorney,  Successors  or  Assij^ns. 

For  which  payment,  well  and  truly  to  be  made    bind    

and    Heirs,  Executors   or  Administrators,   jointly   and  severally, 

firmly  by  these  presents. 

Sealed,  this   ...?  day  of in  the  year  of  Our  Lord  One  Thou- 
sand Nine  Hundred  and 

The  condition  of  this  Obligation  is  such,  that  if  the  above  bounden 

Heirs,    Executors    or    Administrators,    shall    and    do    well    and    truly    pay, 

or  cause  to  be  paid,  unto  the  above  named Company,  its  certain 

Attorney,  Successors  or  Assigns,  the  sum  of   without  fraud  or 

delay,   then   the  preceding   obligation  to  be  void,   otherwise   to   remain    in 
full  force  and  virtue. 

Sealed  and  Delivered  in  presence  of: 

[Seal] 


[Seal] 
[Seal] 


Form  1780. 
BOND  OF  INDEMNITY  TO  SURETY  ON  BOND. 

Know  all  men  bj'  these  presents,  that  we,  Company,  a  cor- 
poration organized  and  existing  under  the  laws  of  the  State  of 

and   and   ,  as  sureties,  of    ,  in  the 

County  of    ,  and  State  of    ,  are  held  and  firmly 

bound  unto in  the  penal  sum  of Dollars,  lawful 

money  of  the  United  States  of  America,  for  the  payment  of  which,  well 
and  truly  to  be  made,  we  bind  ourselves,  our  successors,  heirs,  executors  and 
administrators,  jointly,  severally  and  firmly  by  these  presents. 

Sealed   with  our  seals  and  signed  by  us  this    ....    day  of    , 

A.  D.  19.... 

The  condition  of  this  obligation  is  such,  that,  whereas,  the  above 

at.  the  special  instance  and  request  of  the  above  bounden  Com- 
pany did  become  bounden  with  the  said   Company  for  the  sum 

of Dollars,  in  and  by  a  certain  obligation,  then  and  there  on 

the  ....  day  of ,  19.  . . .,  made,  executed  and  delivered  unto 

conditioned  for  the  payment  of   Dollars,  in  case   (here  set  out 

conditions  in  former  bond). 

Now,  therefore,  if  the  said   Company  shall  from  time  to  time, 

and  at  all  times  hereafter,  save  and  keep  harndess  and  indemnify  the  said 

,  his  heirs,  executors  and  administrators,  and  his  and  their  goods 

and  chattels,  lands  and  tenements,  of  and  from  the  aforesaid  obligation,  and 
of  and  from  all  actions,  costs  and  damages  that  may  arise  for  or  on  account 
thereof,  then  this  obligation  to  be  void,  otherwise  to  be  and  remain  in  fuU 
force,  effect  and  virtue. 


1484    CORPORATION  FORMS  AND  PRECEDENTS. 

In  witness  whereof  the  said Company  has  paused  its  corporate 

name  to  be  hereunto  subscribed  by  its  President,  thereunto  duly  authorized, 
and  its  corporate  seal  to  be  hereunto  affixed  and  attested  by  its  Secretary, 

and  the  said ,  and have  hereunto  set  their  hands 

and  seals  the  day  and  year  first  above  written. 

[Corporate  SealJ  Company, 

Attest:  By 

Its  Presi dent. 

Secretary. 

[Seal] 

, [Seal] 

Form  1781. 

BOND  TO  ONE  BOUND  FOR  A  CORPORATION,  THE 
OBLIGOR  IN  A  BOND  FOR  THE  PAY- 
MENT OF  MONEY. 

Know   all  men  by  these  presents,  that  we,   The    Company,  a 

corporation  of  the  State  of ,  principal,  and  R  M,  surety,  are  held 

and  firmly  bound  unto  A  B,  in  the  just  and  full  sum  of dollars, 

to  the  payment  whereof,  well  and  truly  to  be  made  to  the  said  A  B,  his 
executors,  administrators  or  assigns,  we  bind  ourselves,  our  successors,  heirs, 
executors  and  administrators,  jointly  and  severally,  firmly  by  these  presents. 

Sealed  with  our  seals  and  dated  this day  of ,  in  the 

year  19. . .  . 

Whereas  the  above  named  A  B,  at  the  special  instance  and  request  of  the 

above  bound  The Company,  together  with  it  the  said  The 

Company,  is,   in  and  by  one  obligation,  bearing  even  date  with  the  above 

written  obligation,  held  and  firmly  bound  unto  E  F  of    ,  in  the 

penal  sum  of dollars,  lawful  money  of  the  United  States,  condi- 
tioned  for   the   payment   of   the   sum   of    dollars,   with   interest 

thereon  at  the  rate  of per  centum,  on  the  ....  day  of , 

next  ensuing  the  date  of  the  said  recited  obligation,  as  in  and  by  the  said 
recited  obligation  and  condition  thereof  will  more  fully  appear: 

Now,  the  condition  of  this  obligation  is  such,  that  if  said  The 

Company,  and  its  successors,  do  and  shall  well  and  truly  pay  or  cause  to  be 
paid  until  the  said  E  F,  his  heirs,  executors,  administrators  or  assigns,  the 

said  sum  of   dollars,  with  interest  for  the  same,  at  the  rate  of 

per  centum  per  annum,  on  the  ....  day  of ,  next 

ensuing  the  date  of  the  said  recited  obligation,  according  to  the  true  intent 
and  meaning  thereof,  and  in  full  discharge  and  satisfaction  of  the  said 
recited  obligation,  and  if  the  said  The  Company,  or  its  suc- 
cessors, shall  also,  from  time  to  time,  and  at  all  times  hereafter,  save 
harmless  and  indemnify  him  the  said  A  B,  his  heirs,  executors  and  adminis- 
trators, and  his  and  their  lands  and  tenements,  goods  and  chattels,  of 
and  from  all  damages,  sums  of  money,  and  costs  and  charges  which  he, 
they  or  any  of  them,  shall  or  may  at  any  time  hereafter  be  put  unto,  by 
reason  of  the  said  A  B  's  being  bound  with  said  The Company,  for 


MISCELLAXEOUS  CORPORATE  INSTRUMENTS.  1485 

the  payment  of  the  said  sum  of  money  and  interest  aforesaid,  then  this  obli- 
gation to  be  void,  elco  to  remain  in  full  force  and  virtue. 

[Corporate  Seal  J  The   Company, 

Attest :  Hy  ' . 

President. 

Secretary. 

[Seaj.] 

Form  1782. 

CONTRACTOR'S  BOND  TO  CORPORATION  FOR  EREC- 
TION OF  BUILDING. 

Know  all  men  by  these  presents,  that  we,    ,  of   in 

the  County  of and  State  of ,  as  principal,  and 

and and of ,  in  the  County  of and 

State  of ,  as  sureties  are  held  and  firmly  bound  unto   

Company,  a  corporation  organized  and  existing  under  the  laws  of   , 

in   the   i)enal   sum   of    Dollars,   good   and   lawful   money   of   the 

United  States  of  America,  to  be  paid  to  the  said Company,  its 

successors  or  assigns;  for  which  payment,  well  and  truly  to  be  made,  we 
bind  ourselves,  and  our  heirs,  executors  and  administrators,  jointly  and 
severally,  firmly  by  these  presents. 

Sealed  with  our  seals  and  dated  this day  of ,  19.  . .  . 

The  condition  of  this  obligation  is  such,  that,  whereas,  the  above  bounden 

has   this   day   made  and  entered  into  a  contract   with  the  said 

Company   to   build   for  the   said    Company  a   certain 

to  be  erected  on  lot   .  . .  .,  block  .  . .  .,  in ,  County  of 

a»d  State  of  ,  according  to  certain  plans  and  specifi- 
cations heretofore  agreed  upon   between  the  said  parties  to  said  contract, 

said  building  to  be  fully  completed  and  finished  on  or  before  the day 

of    ,  A.  D.   19....,  the  same  to  be  built  under  the  direction  of 

,  architect. 

Now,  therefore,  if  the  above  bounden shall  well  and  truly  per- 
form and  fulfill  all  the  covenants  and  agreements  by in  said 

contract  for  the  erection  and  completion  of  said  building,  to  be  performed 
and  fulfilled  as  therein  set  forth,  and  to  the  written  approval  of  the  said 

,  architect,  and  will  save  and  keep  harmless  the  said 

Company  and  the  said  building  and  the  land  on  which  the  same  is  erected, 
from  all  and  every  claim  for  liens  for  materials,  labor  or  otherwise,  incurred 
by  reason  of  the  erection   or  completion   of  said  building,  and  shall  turn 

over  the  said  building  to  the  said   I'ompany  free  and  clear  from 

all  liens  or  claims  for  materials  or  labor then  this  obligation  to 

be  void,  otherwise  to  remain  in  full  force  and  virtue. 

Sealed  and  delivered   in  the  presence  of         \ .    [Sb:aj.1 

>- [Seal] 

) [Seal] 


1486    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1783. 
BOND  FOR  COMPLETION  OF  BUILDING. 

Know  all  men  by  these  presents,  that  v,e, ,  trading  as  . . 


&  Company,  of  the  City  of  Philadelphia,  Pa.  (hereinafter  called  the  Prin- 
cipal), as  the  Principal,  and  the   Surety  Company  of  New  York 

(hereinafter  called  the  Surety),  as  Surety,  are  held  and  firmly  bound  unto 

,  of  the  City  of  Philadelphia,  Pa.  (hereinafter  called  the  Obligee), 

in  the  sum  of  twenty-five  hundred  dollars  ($2,500)  for  the  payment 
whereof  said  Principal  binds  himself,  his  heirs,  executors,  administrators, 
and  assigns,  and  said  Surety  binds  itself  and  its  successors,  firmly  by  these 
presents. 

Whereas,  said  Principal  has  entered  into  a  written  contract,  dated  July 
3,  1902,  with  said  Obligee,  for  the  erection,  construction,  and  completion 
of  alterations  and  additions  to  the  residence  No.  228  S.  21st  street,  in  the 
City  of  Philadelphia,  a  copy  of  which  contract  is  hereto  annexed: 

Now  therefore,  the  condition  of  this  obligation  is  such,  that  if  the  faid 
Principal  shall  faithfully  perform  said  contract  on  his  part,  according  to 
the  terms,  covenants  and  conditions  thereof  (except  as  hereinafter  provided), 
then  this  obligation  shall  be  void;  otherwise  to  remain  in  full  force  and 
efi'ect. 

Provided,  however,  and  upon  the  following  further  express  conditions: 

First — That  in  the  event  of  any  default  on  the  part  of  the  Principal,  in 
the  performance  of  any  of  the  terms,  covenants  and  conditions  of  said  con-, 
tract,  written  notice  thereof,  with  a  verified  statement  of  the  particular 
facts  showing  such  defa'ult,  and  the  date  thereof,  shall,  within  twenty  days 
after  the  discovery  of  such  default,  be  delivered  to  the  Surety  at  its  office 
in  the  City  of  Philadelphia. 

Second — That  no  suit,  action  or  proceeding  shall  be  brought  or  instituted 
against  the  Principal  or  Surety  upon  or  by  reason  of  any  such  default,  after 
the  first  day  of  June,  1903. 

Third — That  the  Principal  shall  not,  nor  shall  the  Surety  be  liable  for 
any  damage  resulting  from  an  act  of  God;  or  from  a  mob,  riot,  civil  com- 
motion or  a  public  enemy;  or  from  employees  leaving  the  work  being  done 
in  the  performance  of  said  contract  or  so-called  "strikes"  or  labor  difficul- 
ties or  from  fire,  lightning,  tornado  or  cyclone;  or  from  injury  to  person  or 
property  resulting  from  accident  or  negligence  of  the  performance  of  such 
contract;  and  that  the  Principal  shall  not,  nor  shall  the  Surety,  be  liable 
for  the  reconstruction  or  repair  of  any  work  or  materials  damaged  or 
destroyed  by  said  causes,  or  any  of  them. 

Fourth — That  Obligee  shall  retain  not  less  than  fifteen  per  centum  (15%) 
of  the  value  of  all  work  performed  and  materials  furnished  in  the  perform- 
ance of  such  contract,  until  th'rty  days  after  the  work  herein  contracted 
for  shall  have  been  fully  completed  to  the  architect's  satisfaction. 

Signed  and  sealed  this  22nd  day  of  .Tuly,  1902. 


Trading  as &  Co.     [Seal] 

Surety  Company  of  New  York, 

[Seal]  Resident  Vice-President. 

Attest : , Resident  Assistant-Secretary. 

See   Shelton  v.  American  Surety  Co.,   131   Fed.   210,  for  construction  of 
above  bond. 


MISCELLAXKOUS  CORPORATE  INSTRUMENTS.    1487 

See  for  form  of  hoixl  for  const nittion  of  railroad  construed  and  uphtdd, 
People  of  Porto  Kico  v.  Title  G.  ic  S.  Co.,  180  Fed.  041. 

Form  1784. 
BOND  OF  SUBCONTRACTORS. 

Know  all  men  by  tlu-se  jircsi'iits:  'I'liat  tlie  (ieneral  Firoproofing  (  oni- 
pany,  a  corporation  organized  under  the  laws  of  tlie  state  of  Ohio  (herein- 
after called  the  principal)  and  the  Title  Guaranty  &.  Trust  Company  of 
Scranton,  Pa.,  a  corporation  created  and  existing  under  the  laws  of  the 
commonwealth  of  Pennsylvania,  and  whose  principal  office  is  located  in 
the  city  of  Scranton,  commonwealth  of  Pennsylvania  (hereinafter  called 
the  surety),  are  held  and  firmly  bound  unto  L.  Wallace  &  Son,  of  Cedar 
Kapids,  Iowa  (hereinafter  called  the  obligees),  in  the  full  and  just  sum  of 
twenty-five  thousand  six  hundred  sixty  dollars  ($25,660.00)  lawful  money 
of  the  United  States,  to  the  payment  of  which  sum,  well  and  truly  to  be 
made  the  said  principal  binds  itself,  its  successors  and  assigns  jointly  and 
severally  firmly  by  those  presents,  signed,  sealed  and  delivered  this  30th 
day  of  September,  A.  D.   1904. 

Whereas,  said  principal  has  entered  into  a  certain  written  contract  with 
the  obligees,  dated  September  21,  1904,  wherein  and  whereby  the  said 
principal  agrees  to  provide  all  the  materials  and  perform  all  the  work  for 
the  fireproofing  of  the  Third  Avenue  Hotel,  located  at  Cedar  Eapids,  Iowa, 
according  to  the  expanded  metal  system  of  construction  and  consisting  of 
the    following: 

The  erection  of  the  concrete  and  expanded  metal  floors  ready  to  receive 
wooden  floor  strips  on  the  foundation  for  mosaic  or  other  floors,  and  ready 
to  plaster  underneath,  the  floors  ready  for  tar  and  gravel,  the  partitions 
of  metal  studding  and  lathing,  and  a  suspended  ceiling  under  the  roofs 
ready  to  plaster,  and  rough  concrete  sidewalk  ready  to  receive  the  3  in. 
top,  and  the  concrete  stairs  with  smooth  trowel  finish. 

Contractor  agrees  to  furnish  and  erect  all  necessary  steel,  including  col- 
umns, beams,  girders,  wall  lintels,  plates,  anchors,  and  stair  carriages. 

Now,  therefore,  the  condition  of  the  foregoing  obligation  is  such  that  if 
the  said  principal  shall  well  and  truly  indemnify  and  save  harmless  the  said 
obligees  from  any  and  all  pecuniary  loss  resulting  from  the  breach  of  any 
of  the  terms,  covenants  and  conditions  of  said  contract  on  the  part  of  said 
principal  to  be  perform.ed,  then  this  obligation  shall  be  void;  otherwise,  to 
remain  in  full  force  and  effect  both  in  law  and  in  equity. 

The  said  principal  and  the  said  surety  hereby  especially  guarantee  that 
the  structural  steel  shall  be  erected  under  said  contract  to  carry  loads  as 
shown  and  specified. 

The  surety  to  this  bond  is  expressly  exempt  from  liability  for  any  damage 
resulting  from  any  act  of  God,  or  public  enemies,  or  mobs,  or  riots,  or 
civil  commotion,  or  by  employes  leaving  the  work  being  done  under  said 
contract  on  account  of  so-called  "strikes"  or  labor  difficulties. 

In  testimony  whereof  the  said  principal  and  the  said  surety  have  caused 
these  presents  to  be  executed  by  their  proper  officers  the  said  day  and 
year  first   above  written. 

(Signatures.) 

See  General  Fireproofing  Co.  v.  L.  Wallace  &  Son.  17.')  Fed.  6.^0.  where 
extracts  from  the  contract  of  the  contractor  are  set  forth. 


1488    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1785. 

BOND  BY  LESSEE  FOR  PERFORMANCE  OF  COVENANTS 
OF  LEASE  OF  COAL  MINE. 

Know  all  men  by  these  presents,  that  we, , , , 

and    ,  are  held  and  firmly  bound  unto  the    

Coal  Company,  a  corporation  of  the  state  of ,  in  the  just  and  full 

sum  of  fifteen  thousand  dollars  ($15,000),  to  the  payment  whereof  well  and 

truly  to  be  made  to  the  said    Coal  Company  as  aforesaid,  we 

bind  ourselves,  our  executors,  administrators  and  assigns,  jointly  and 
severally,  firmly  by  these  presents.  Sealed  with  our  seals  and  dated  this 
19th  day  of  October,  1905. 

The  condition  of  the  above  obligation   is  such,  that  whereas,  the  above 

named Coal  Company  has  this  day  demised  to  the  said , 

for  the  term  of  twenty  years,  beginning  January  1,   1906,   the  coal  mine 

now  owned  and  operated  by  said  company,  in  the  city  of , , 

together  with  certain  other  property  therein  mentioned,  which  lease  bears 
even  date  herewith,  and  is  intended  for  record  in  the  office  of  the  Clerk  of 
the  county  court  of    county,    

And  whereas  the  said  lease  requires  the  said    to  execute  and 

deliver   to   the   said    Coal   Company   a   bond   in   the   penalty   of 

fifteen  thousand  dollars,  conditioned  to  indemnify  the  said  company  against 
loss  arising  from  any  breach  of  said  contract  and  against  the  abandon- 
ment of  said  property. 

Now,  therefore,  if  the  said ,  his  heirs,  personal  representatives 

or  assigns,  shall  well  and  truly  keep  all  covenants  of  the  said  lease  required 
to  be  performed  by  the  lessee  therein,  and  shall  not  surrender  nor  abandon 

the   said   lease   or   mine   without   the   consent   of   the   said    Coal 

Company,  its  successors  or  assigns,  then  the  above  obligation  to  be  void, 
otherwise  to  remain  in  full  force  and  virtue. 

[Seal] 

[Seal] 

[Seal] 

[Seal] 

[Seal] 

The  above  bond  was  involved  in  Henderson  v.  Mound  Coal  Co.,  181  Fed. 
487. 

See  for  form  of  bond  for  performance  of  obligations  in  a  lease,  U.  S.  v. 
Comet,  etc.,  Co.,  187  Fed.  674. 

Form  1786. 
ASSIGNMENT  OF  ACCOUNT  BY  CORPORATION. 

Ivnow   all  men  by   these  presents,   that  the    Company,  a  cor- 
poration  organized  and  existing  under  and  by  virtue  of  the  laws  of  the 

State   of    ,   in   consideration   of   the   sum   of   Ten    Dollars    ($10), 

receipt  whereof  is  hereby  acknowledged,  to-wit,  in  hand  paid  by , 

docs  hereby  assign,  transfer,  and  set   over  to  the  said    and   his 

assigns,  all  of  its  right,  title  and  interest,  in  and  to  the  account  and  indebt- 
edness of    ,  doing  business  as    ,  with  and  to  the  said 


MISCELLANEOUS  CORPORATE  INSTRUMENTS.    1489 

Company,  which  said  account  and  indebtedness  amounts  to  the 

sum  of Dollars. 

In  witness  whereof,   said   the    Coiiipaiiy   has  caused   its   cor- 
porate name  to  be  hereunto  signed  by  its  President,  and  its  corporate  seal 

to  be  hereunto  allixed,  this  ....   day  of ,  A.  D.  19.  .  .  . 

Company, 

By  

[Seal]  President. 

Attest: 


Secretary. 

See  generally  as  to  the  execution  of  corporate  contracts,  Cook  on  Cor- 
porations, §§721-725;   Clark  &  M.,  Corp.,  §192. 

Form  1787. 
GENERAL  ASSIGNMENT  TO  CORPORATION. 

Know  all  men  by  these  presents,  that ,  of ,  for  and 

in  consideration  of Dollars   ($ )   to paid  before 

the  sealing  and  delivery  of  these  presents,  the  receipt  whereof  by 

is   hereby    acknowledged,    have   sold,    assigned,    transferred    and   set    over, 

and  by  these  presents  do sell,  assign,  transfer  and  set  over  unto 

Company,  a  corporation  organized  and  existing  under  the  laws 

of  the  State  of ,  its  successors  and  assigns  (here  describe  thing 

assigned). 

And do  hereby  give  the  said Company,  its  successors 

and  assigns,  the  full  power  and  authority,  for  its  or  their  own  use  and 
benefit,  but  at  its  or  their  own  cost,  to  take  all  legal  measures,  which  may 
be  proper  or  necessary  for  the  complete  recovery  of  the  assigned  property 

and  in name  or  otherwise  to  prosecute  and  withdraw  any  suits  or 

proceedings  at  law  or  in  equity  therefor. 

In   witness  whereof,    have  hereunto  set    hand     and 

seal     this    day   of    ,    19.... 

In   presence   of  j 

V [Se.\l] 

j    [Seal] 

(Add   acknowledgment.) 

Form  1788. 
ASSIGNMENT  OF  MONEY  DUE  ON  OPEN  ACCOUNT. 

Know  all  men  by  these  presents  that  The Company,  a  corpora- 
tion organized  and  existing  under  the  laws  of  the  State  of   ,  in 

consideration   of   the   sum   of    Dollars  to   it   in   hand   paid,   the 

receipt  whereof  is  hereby  acknowledged,  by   does  hereby  assign 

and  transfer  unto  the  said   ,  to  his  own  proper  use,  without  any 

account  to  be  given  for  the  same,  the  sum  of   Dollars  and  all 

other  sum  or  sums  of  money  remaining  due  and  payable  upon  or  by  virtue 
of  the  annexed  account,  and  all   its  right,  title  and  interest   in  the  same; 

and  does  give  and  grant  unto  the  said   full  power  and  authority 

to  demand  and  receive  the  same  to  his  own  use,  and  upon  receipt  thereof. 


1490    CORPORATION  FORMS  AND  PRECEDENTS. 

to  give  discharges  of  the  same  or  any  part  thereof;  and  it,  said  The 

Company,  does  covenant  and  agree  to  and  with  the  said   that 

the  said  sum  of Dollars  is  justly  due  and  owing,  and  that  it>  said 

The Company  has  not  received  or  discharged  the  same  or  any  part 

thereof. 

In  witness  whereof,  said  The  Company  has  caused  these  pres- 
ents to  be  signed  by  its  president,  thereunto  duly  authorized,  and  its 
corporate   seal   to   be   hereunto   affixed  and   attested  by   its   secretary,  this 

day  of  ,  19 

The   Company, 

[Corporate  Seal]  By 

Attest:  J^ts  President. 


Secretary. 
(Annex  copy  of  account.) 


Form  1789. 
ASSIGNMENT  OF  BOND  WITHOUT  RECOURSE. 

Know  all  men  by  these  presents,  that  The Company,  a  cor- 
poration organized  and  existing  under  the  laws  of  the  State  of , 

for  and  in  consideration  of  the  sum  of dollars  to  it  in  hand 

paid  by   of   ,  at  or  before  the  sealing  and  delivery  of 

these  presents,  the  receipt  whereof  is  hereby  acknowledged,  has  assigned, 
transferred  and  set  over,  and  by  these  presents  does  assign,  transfer  and 

set  over  unto  the  said ,  his  executors,  administrators  and  assigns 

the  within  written  obligation,  and  the  sum  of dollars,  mentioned 

therein  in  the  condition  thereof,  and  all  interest  due  and  to  grow  due  upon 
the  same,  and  all  its  right,  title,  interest,  claim  and  demand  whatsoever, 
of,  in  and  to  the  same,  but  it  is  expressly  understood  and  agreed  hereby, 

that  in  no  event  whatever  shall  said   have  any  recourse  against 

said  The   Company,  its  successors  and  assigns,  for  the  said  sum 

of  money  and  interest  aforesaid.     And  said  The   Company  does 

hereby  authorize  the  said    in   its  name  to  ask,   demand,  sue  for, 

receive,  have,  hold  and  enjoy  the  said  sum  of dollars,  with  interest 

to  his  own  use  absolutely,  forever. 

In  witness  whereof  said,  The Company  has  caused  these  pres- 
ents to  be  signed  by  its  President  and  its  corporate  seal  to  be  hereunto 

affixed  and  attested  by  its  secretary  this day  of ,19 

The  ". Company, 

[Corporate  Seal]  By    

Attest :  ■^^^   President. 

Secretary. 


MISCELLANEOUS  CORPORATE  LNSTRL'MEXTS.    1491 

Form  1790. 
ASSIGNMENT  OF  MONEYS  DUE  UNDER  CONTRACT. 

STATK  OF ,    ^ 

County  of ,    Us. 

City  of J 

Whereas,   on    tlie    of ,    19 ,   the    Irrigation 

Company,  a  corporation  organized  under  the  laws  of  the  State  of , 

and   of   ,    ,  did  enter   into  a  certain  agreement, 

whereby  said  coiitracti'd  to  furnish  and  erect  certain  pumping 

machinery  for  the   phtnt  of  the    Irrigation  Company,  the  terms 

of  which  contract  are  fully  before  the  parties  hereto;   and 

Whereas  on  or  about   ,  19.  .  . .,  said   for  a 

valuable  consideration  assigned  to  The Company,  a  New  Jersey 

corporation,  his  right  to  all  payments  or  sums  of  money  to  become  due  to 

him  under  said  contract  with  said Irrigation  Company,  and  did 

by  a  certain  instrument  in  writing  order  and  direct  said Irriga- 
tion Company  to  pay  to  said  The   Company,  or  to  its  order,  all 

such  sums  of  money  as  he,  the  said ,  would  or  might  be  entitled 

to   receive  under  the  aforesaid  contract;   and 

Whereas,  said   The    Company   has  dissolved,  having,'  prior   (o 

dissolution,    for    a   valuable    consideration,   transferred   to   The    

Consolidated  Company,  a  corporation  organized  under  the  laws  of  the  State 

of ,  all  its  rights  to  said  moneys  so  to  become  due  to  said 

and  by  him  assigned  as  aforesaid  to  said  The Company;  and 

Whereas,  said  The Consolidated  Company  is  now  entitled  to 

and  has  the  right  to  all  moneys  due  and  to  become  due  to  said  

under  said  contract,  and  said desires  that  said  The 

Consolidated  Company  assign  to  him  its  right  and  claim  to  said  moneys; 

Now  therefore,  know  all  men  by  these  presents,  that  The 
Consolidated  Company  does  hereby  for  an  adequate  and  valuable  consider- 
ation  to   it   paid  by   said    ,   convey,   transfer  and   assign   to   said 

,  all  its  said  rights  and  claims  to  said  moneys  due  and  to  become 

due  under  and  by  virtue  of  said   's  contract  with  the   

Irrigation  Company,  hereby  authorizing  and  empowering  the  said 

to  litigate,  collect,  receipt  for  and  enfor6e  such  claims  in  every  respect,  but 
at  his  own  cost  and  expense  however. 

Witness  the  signature  of  The   Consolidated  Company  made  by 

its  President  and  its  seal  this  ....  day  of ,  A.  D.  19.  . .  . 

The   Consolidated  Company, 

[Corporate  Seal]  By    

President   of   The    Consolidated  Company. 

Attest: 


Secretary. 

Form  1791. 

ASSIGNMENT  OF  MONEY  DUE  AND  TO  BECOME  DUE 

UNDER  CONTRACT. 

For  a  valiKiMf  c.insidorat ion  to  mc  in   band  paid,  the  rccMjit   whereof  is 
hereby  acknowledged,  I  hereby  sell,  assign,  transfer  and  turn  over  unto  the 


1492    CORPORATION  FORMS  AND  PRECEDENTS. 

First    National   Bank    of    the   sum   of   ten   thousand   dollars 

($10,000)    with   interest,   of  the  moneys  first  due  or  to  become  due  to  me 

on  a  contract  between  the  city  of and  myself  made  and  executed 

,  19.  . ,  .,  for  the  paving  of   street  from    

street  to  the Works,  the  original  of  which  contract  is  on  file  in 

the  chamberlain's  office  of  the  city  of  ,  and  a  copy  of  which  is 

hereto  attached  and  made  a  part  hereof.    And  I  hereby  give  and  grant  unto 

said  the  First  National  Bank  of  . full  power  and  authority  to 

collect  and  receive  upon  said  contract  from  the  said  the  city  of 

in  my  place  and  stead  the  said  sum  of  $10,000,  with  interest  thereon,  and 
to  take  all  necessary  proceedings  for  the  collection  thereof,  and  to  execute 
and  deliver  all  proper  receipts  and  vouchers  therefor  the  same  as  I  might  or 
could  do  were  not  this  assignment  made.  I  hereby  expressly  represent  that 
I  have  full  power  and  authority  to  execute  this  assignment;  that  the  said 

sum  of  money  is  to  become  due  me  from  the  said  the  city  of by 

reason  of  said  contract;  that  no  assignment  or  transfer  of  the  moneys  to 
become  due  upon  said  contract  other  than  this  has  been  executed  by  me; 

and  the  said  the  city  of   ,  its  common  council  and  chamberlain, 

are  hereby  authorized  and  directed  to  pay  to  the  said  the  First  National 

Bank  of the  said  sum  of  $10,000,  with  interest  thereon  from  the 

date  hereof. 

Witness  my  hand  and  seal  at , ,  this  ....  day  of , 

19 

,   [Seal] 

See  in  re  Cramond,  145  Fed.  966. 

Form  1792. 

SECOND  ASSIGNMENT  OF  MONEY  DUE  AND  TO 
BECOME  DUE  UNDER  CONTRACT. 

For  a  valuable  consideration  to  me  in  hand  paid,  the  receipt  whereof  is 
hereby  acknowledged,  and  in  payment  for  and  to  secure  the  payment  of 
bricks   delivered   and   to  be   delivered,   1   hereby   sell,   assign,   transfer   and 

turn  over  to  the   Company  of   ,   ,  the  sum  of 

eleven  thousand  dollars  ($11,000)  of  the  moneys  first  due  or  to  become  due 

to  me  on  a  contract  between  the  City  of   and  myself  made  and 

executed    August    26th,    1904,    for    the    paving    of    street    from 

street  to  the Works,  the  original  of  which  contract  is 

on  file  in  the  chamVjerlain 's  office  of  the  city  of , ,  and 

a  copy  of  which  is  hereto  attached  and  made  a  part  hereof.     And  I  hereby 

give  and  grant  unto  said Company  full  power  and  authority  to 

collect  and  receive   from   the  city  of    upon  said  contract   in  my 

place  and  stead  the  said  sum  of  eleven  thousand  dollars  ($11,000),  or 
whatever  amount  may  be  due  and  owing  for  brick  furnished  at  the  price 
agreed  upon,  with  interest  thereon  as  agreed,  and  to  take  all  necessary 
proceedings  for  the  collection  thereof  and  to  execute  and  deliver  all 
proper  receipts  and  vouchers  therefor,  the  same  as  I  might  or  could  do 
were  not  this  assignment  made.     It  is  understood  that  the  First  National 

Bank  of   ,    ,  has  an   assignment  prior  to  this  to  secure 

the  payment  of  ten  thousand  dollars  ($10,000).  *  *  *  The  said  city 
of  ,  its  common  council  and  chamberlain  are  hereby  authorized 


MISCELLANEOUS  CORPORATE  INSTRUMENTS.    1493 

and  directed  to  pay  to  the  said Company  the  said  sum  of  eleven 

thousand  dollars   ($11,000)   out  of  the  said  moneys  first  due  or  to  become 
due  to  me  on  said  contract,  subject  to  the  rights  of  the  said  First  National 

Bank  of ,  under  the  assignment  above  mentioned. 

Witness  my  hand  ami  seal  this   ....   day  of    ,  19.... 

[Seal] 

See  in  Cramond,   145  Fed.  966. 
See  next  preceding  form. 

Form  1793. 
PLEDGE  OF  MONEY  DUE  UNDER  CONTRACT. 

Whereas,    a   certain   contract    was   entered    into   June    -(3,    1905,   by   and 

between  The  Company,  of   , ,  of  the  one  part, 

and   the    Company,    of    ,    ,   of   the  second    part, 

wherein  party  of  the  first  part  agreed  to  furnish  to  party  of  the  second 

part  certain  machinery  to  be  used  by  the   Milling  Company,  at 

Hong  Kong,   China: 

And  whereas,  The   Company  claims  there  is  a  balance  yet  due 

on  this  contract,  including  extras,  to  the  amount  of  fourteen  thousand  five 
hundred  and  ninety-six  and  33/100   dollars   ($14,596.33); 

And  whereas,   The    Company  is   indebted  to    on  a 

certain  note,  a  copy  of  which   is  as  follows: 

The Company  Works,  Flour  Mill  Machinery. 

No.  B345.  $8,000.00 

,    May  1,   1906. 

Six  months  after  date  we  promise  to  pay  to  the  order  of   ,  at 

the  office   of   The    Company,    ,    ,  eight   thousand 

and  no/100  dollars,  without  defalcation,  for  value  received,  with  interest 
at  6  per  cent. 

Due  Nov.  1,  1906. 

The   Company, 

By    ,   President. 

Xow,  know  ail  men  by  these  presents,  that  we,  for  value  received,  hereby 

assign,  transfer,  and  set  over  to   ,  as  collateral,  to  be  recovered 

by  him  to  his  use,  to  secure  the  above-described  note,  all  sum  or  sums  of 

money  now  due  or  to  become  due  to  us  from  the Company  on  the 

contract  above  referred  to,  with  full  authority  to  sue,  recover,  collect,  and 

receive  the  same  from  the  said   Company,  as  fully  as  we  could 

do  ourselves,  and  out  of  the  first  money  collected  pay  the  above-describe<l 
note  and  interest  in  full,  together  with  the  costs  and  expenses  of  recovering 
the  same,  if  any,  and  the  balance  of  the  proceeds  to  be  returned  to  The 
Company. 

In    witness   whereof,    The    Company   has   hereto   attached    its 

signature  by  its  presitlent  and  affixed  its  corporate  seal,  duly  attested  by  its 

treasurer,  this   ....    day  of   ,  19.  .  .  . 

The    Company, 

Attest :  By   

President. 

Treasurer. 

See  in  re  Wolf  Co.,  104  Fed.  448, 


1494    CORPORATION  FORMS  AND  PRECEDENTS. 

See  for  forms  of  assijjnmcnt  of  insurance  policy  to  secure  indebtedness, 
forms  in  Van  Kirk  v.  Vermont  Slate  Co.,  140  Fed.  38. 

Form  1794. 
ASSIGNMENT  OF  CONTRACT. 

Know  all  men  by  tliese  presents,  that  The   Company,  in  con- 
sideration of    Dollars  to  it  paid,  the  receipt  whereof  is  hereby 

acknowledged,    by    ,    has    assigned,    and    does    by    these   presents 

assign  to  the  said and  his  executors,  administrators  and  assigns, 

all  its  interest  in  •the  within  (here  describe  the  instrument),  a  copy  of 
which  is  hereto  attached  and  marked  Exhibit  "A,"  and  in  every  clause. 
article  or  thing  therein  contained. 

In  witness  whereof,  said  The Company  has  caused  this  instru- 
ment to  be  signed  by  its  president  and  its  corporate  seal  to  be  hereunto 

affixed  and  attested  by  its  secretary  this  ....   day  of ,  A.  D.  19.  .  .  . 

The    Company, 

[Corporate   Seal]  By    

Attest :  Its  President. 


Secretary. 
(Attach  Exhibit  "A,"  and  acknowledge  when  necessary.) 

Form  1795. 

ASSIGNMENT  OF  CONTRACT  WITH  COVENANT  TO 
INDEMNIFY  ASSIGNOR. 

This  agreement,  made  the  13th  day  of  October,  1900,  between , 

trading  as   &  Co.,  of  the  first  part,  and   Company,  a 

corporation   duly   incorporated   under   the  laws  of   the  state   of    

and  authorized  to  do  business  in  the  state  of ,  of  the  second  part. 

Whereas,  the  said   ,  party  of  the  first  part  in  the  execution  of 

the  contract  hereinafter  referred  to,  acted  for  the  use  and  benefit  of  the 
said    Company. 

Now  this  agreement  witnesseth  that  the  said ,  jiarty  of  the 

first  part  in  consideration  of  the  premises,  and  of  the  covenants  and  agree- 
ments of  the  said Company  hereinafter  contained,  assigns,  sets 

over,  and  transfers  unto  the  said   Company,  all  his  right,  title, 

and  interest  in  and  to  the  agreement  made  and  entered  into  on  the  20th 

day  of  August,  1900,  by  and  between ,  of , , , 

and  the  said ,  trading  as &  Co.,  party  of  the  first  part 

hereto. 

And  this  agreement  further  witnesseth  that  the  said Company, 

in  consideration  of  the  said  assignment,  covenants  and  agrees  to  and 
with  the  said ,  party  of  the  first  part  hereto,  to  hold  him  harm- 
less on  all  of  the  covenants  and  agreements  made  by  him  in  the  said 
contract  with  said 

In  witness  whereof,  the  said    has  hereunto  set  his  hand  and 


MISCELLANEOUS  CORPORATE  INSTRUMENTS.    1495 

seal   and   tlie   said    Conii)any   lias   hereunto   caused   its  corporate 

seal  to  be  aflixed. 

[Seal] 

Company, 

[CoRPor.ATE  Seal]  By    

Attest :  President. 


Secretary. 
See  for  power  of  corjioration  havin<^  shares  of  stnfk  to  act  as  forpora- 
tion  sole  by  will  of  majority  of  stockholders,  Woodruff  v.  Shirmer,  174 
Fed.  .')H4,  where  it  was  hidd  that  the  e.xecution  of  the  above  contract  by 
the  president,  required  the  authorization  of  the  Board  of  Directors.  See 
also  In  re  Roanoke  Furnace  Co.,  16G  Fed.  944. 

Form  1796. 

ASSIGNIVIENT  OF  CONTRACT  BY  CORPORATION  TO 
CORPORATION. 

Memorandum   of   agreement,    made   this    ....    day   of    ,   A.   D. 

19.  . .  .,  by  and  between  The  Consolidated  Company,  a  corpora- 
tion organized  and  existing  under  and  by  virtue  of  the  laws  of  the  State 

of  New  Jersey,  party  of  the  first  part,  and  The    Company,  a 

corporation  organized  and  existing  under  and  by  virtue  of  the  laws  of  the 
State  of ,  party  of  the  second  part. 

Whereas,   on   tlie    ....    day  of    ,   A.   D.    10 .  . .  .,  the    

Company,  an  Illinois  corporation,  entered  into  a  certain  agreement  in  writ- 
ing  with   The    Building   Company,   a    corporation,   a 

copy  of  which  said  agreement  is  hereto  attached,  marked  Exhibit  "A"  and 
made  a  part  hereof;  and  said  the Company,  an  Illinois  corpora- 
tion, assigned  and  transferred  said  agreement  to  The Company, 

a  New  Jersey  corporation,  on  the   ....    day  of   ,  A.  D.  19.  . .  ., 

and  said  The   Building  Company,  a   corporation,  did 

assent  to  the  assignment  of  said  agreement  by  said  the Company, 

an  Illinois  corporation,  to  The  Company,  a  New  Jersey  cor- 
poration;   and    on    the    ....    day   of    ,   A.    D.    19....,   said   The 

Company,    a    New   Jersey    corporation,    did   assign,   transfer   and 

set   over  unto   said   The    Consolidated   Company,   a   New   Jersey 

corporation,  party  of  the  first  part  hereto,  all  its  right,  title  and  inter°st 

iu  and  to  said  agreement  of ,  19.  ...  ;  and  said  party  of  the  first 

part    hereto,    said    The    Consolidated    Company,    a    New   Jersey 

corporation,   did   on   the    ....    day   of    ,   19.  .  .  .,   assign,  transfer 

and  set  over  unto  said  The   Company,  a   corporation, 

party  of  the  second  part  hereto,  all  its  property  and  rights  of  every  kind, 
character  and  description,  including  its  contracts,  good  will  and  business 
as  a   going  concern; 

Now,  therefore,  know  all  men  by  these  presents,  that  for  and  in  con- 
sideration of  One  Dollar  ($1.00)  by  each  of  the  parties  hereto  in  hand 
paid  to  the  other,  the  receipt  whereof  is  hereby  acknowledged,  and  of  other 
good  and  valuable  consideration  moving  from  each  of  the  parties  hereto, 
one  to  the  other,  the  existence  of  which  is  hereby  acknowledged,  and  of  the 
mutual  covenants  herein  contained,  said  parties  agree  as  follows: 

1.     Said  party  of  the  first  part,  hereby  assigns,  transfers  and  sets  over 


1496    CORPORATION  FORMS  AND  PRECEDENTS. 

unto  the  said  party  of  the  second  part,  said  agreement  between  said  the 

Company,    an    Illinois    corporation,    and    said    The     

Building  Company,  a    corporation,  dated    ,  19 ,  so 

assigned  by  said  the   Company,  an   Illinois  corporation,  to  said 

The   Company,  a  -New  Jersey  corporation,  and  assigned  by  said 

The Company,  a  New  Jersey  corporation,  to  said  The 

Consolidated  Company,  a  New  Jersey  corporation,  party  of  the  first  part 
hereto,  as  hereinabove  set  forth,  together  with  all  of  the  benefits  of  said 
contract,   and   of  all   the   covenants  and  stipulations  entered  into  by  said 

the Company,  an  Illinois  corporation,  in  said  agreement  of 

19.  . .  .,    and    of    all    remedies    for    enforcing    the    same,    upon 

condition  that  all  of  the  stipulations  and  provisions  of  said  agreement  of 

19.  . .  .  J  are  to  remain  in  full  force  and  be  as  binding  upon  said 

The   Company,   a  corporation,   party   of  the  second  part  hereto, 

as  upon  said  the Company,  an  Illinois  corporation. 

2.  Said  party  of  the  second  part  hereto  hereby  accepts  said  assignment 
to  it  by  said  party  of  the  first  part  hereto,  of  all  its  interest  as  assignee 
of  said  agreement  of  ,  19 ,  between  said  the  Com- 
pany, an  Illinois  corporation,  and  said  The   Building  Company, 

a    corporation,   and    agrees    with    said    party    of    the    first    part 

hereto,  to  perform  and  observe  all  of  the  covenants,  conditions  and  stipula- 
tions on  the  part  of  the  Company,  an  Illinois  corporation,  con- 
tained in  said  agreement  between  said  the Company,  an  Illinois 

corporation,  and  said  The  Building  Company,  a  corpo- 
ration, dated ,  19.  .  .  .,  and  assumes  all  of  the  obligations  and  lia- 
bilities imposed  by  said  agreement  upon  said  the   Company,  an 

Illinois  corporation,  and  agrees  to  carry  out  and  perform  the  same  as  fully 

and  to  all  intents  and  purposes  as  if  it,  said  The   Company,  a 

corporation,  party  of  the  second  part  hereto,  had  been  the  party 

of  the  second  part  to  said  agreement  of ,  19 ,  and  generally 

covenants  and  agrees  to  succeed  to  and  take  the  place  of  the 

Company,   an    Illinois   corporation,   to   the   same   effect   as   if   it,   said   The 
Company,  party  of  the  second  part  hereto  had  originally  executed 

said  agreement  of   ,   19.  . .  . 

In  witness  whereof,  the  said  parties  hereto  have  caused  their  respective 
corporate  names  to  be  hereto  affixed  and  this  ins.trument  to  be  signed  by 
their  respective  officers,  and  their  respective  seals  to  be  hereto  attached. 

The Consolidated  Company, 

[Corporate   Seal]  By    

Attest :  I<^s   

Secretary. 

I  Corporate    SealJ  The    Company, 

Attest :  By    

Its    President. 

Secretary. 

Form  1797. 
CONSENT  TO  FOREGOING  ASSIGNMENT. 

For  value  received,  The  Building  Company,  a cor- 
poration,  does   hereby   assent   to  the   assignment  by   The    Con- 


MLSt'ELLANEOUS  COKPOKATK  INSTKL'MEXTS.    1497 

solidated   Company,   a    New   Jersey   corporation,   to   The    

Company,    a     corporation,    of    a    certain    contract    en- 
tered into  by  and  ijetween  the Company,  an   Illinois  corj)ora- 

tion,  and  said  The   Building  Company,  a    corpora- 
tion, dated ,  19.  . .  .,  on  the  terms  and  conditions  set  forth  in  the 

written   assignment   of   said   contract,    dated    ,    19....,   made  by 

The    Consolidated   Company   to   said    The    

Company,  a  copy  of  which  said  assignment  is  hereto  attached  and  marked 
Schedule  "1". 

The   Building  Company, 

[C'ORPORATB  Se.\i,J  By   

Attest : 


Secretary. 
Dated:   , ,  19 

Form  1798. 
ASSIGNMENT  OF  JUDGMENT  BY  CORPORATION. 

This  Inili'iiture,  made  the  day  of  ,  )'.•....,  be- 
tween      Company,  a  corporation  organized  and  existing  under 

the  laws  of  the  State  of ,  of  the  first  part,  and , 

of ,  of  the  second  part : 

Witnesseth,  whereas,  the  said  party  of  the  first  part,  on  the day 

of     ,    19....,    recovered    a    .iudgment    in    the    (describe    court), 

against    for    Dollars,   and   costs   of   suit,   as   will   by 

the  record  thereof  in  said  court  more  fully  appear. 

Now   this   Indenture    witnesseth,    that    the   said   party   of   the   first    part, 

in  consideration  of   Dollars,  to  it  duly  paid,  before  the  sealing 

and  delivery  of  these  presents  (the  receipt  whereof  by  it  is  hereby  acknowl- 
edged), has  sold,  assigned,  transferred,  and  set  over,  and,  by  these  pres- 
ents,  does  sell,   assign,  transfer,  and  set  over  unto  the  said  part    ...    of 

the  second  part  and assigns  the  said  judgment,  and  all  and  every 

right  of  the  said  party  of  the  first  part  therein  and  thereto  and  any  and 
all  sum  and  sums  of  money  that  may  be  due  thereon  or  had  or  obtained  by 
means  thereof,  or  on  any  proceedings  to  be  had  thereupon. 

And  the  said  party  of  the  first  part,  does  hereby  constitute  and  appoint 

the  said  part. ...  of  the  second  part,  and executors,  administrators, 

and  assigns,  its  true  and  lawful  attorney,  irrevocable,  with  power  of  sub- 
stitution and  revocation,  for  it  and  in  its  name,  and  in  the  name  and  names 
of  its  successors,  but  for  the  sole  use  and  benefit  of  the  said  part. ...  of  the 

second  part,  and  at    own  costs  and   charges,  to   ask,   demand,  and 

receive,  and  to  Sue  out  executions,  and  other  writs,  and  take  all  lawful 
means  for  the  recovery  of  the  money  due,  or  to  become  due,  on  the  said 
judgment,  and,  on  payment,  to  acknowledge  satisfaction,  or  discharge  the 
same:  And  attorneys,  one  or  more,  under  for  the  purpose  afore- 
said, to  make  and  substitute,  and  the  same,  at  pleasure,  again  to  revoke: 
hereby  ratifying  and  confirming  all  that  its  said  attorney,  or  substitute, 
shall  lawfully  do  in  the  premises. 

And  the  said  party  of  the  first  part  does  covenant,  that  there  is  now 
due  on  the  said  judgment,  the  sum  of   Dollars,  and  that  it  will 


1498    CORPORATION  FORMS  AND  PRECEDENTS. 

not  collect  or  receive  tlie  same,  or  any  part  thereof,  nor  release  or  discharge 
the  said  judgment,  but  will  coufirni  and  allow  all  lawful  proceedings  therein, 
the  said  part  ....  of  the  second  part  saving  the  said  party  of  the  first  part 
harndcss  of  and  from  any  costs  and  charges  in  the  prenuses. 

In  witness  whereof,  the  said  Company  has  caused  these  pres- 
ents to  be  signed  by  its  President  thereunto  duly  authorized,  and  its 
corporate  seal  to  be  hereunto  affixed,  and  attested  by  its  Secretary,  this 

day  of ,19 

Company, 

Attest :  By   

Its    President. 

Secretary. 

(Add   acknowledgment.) 

See  for  form  of  construed  agreement  for  assignment  of  decree,  Edwards 
V.  Bay  State  Gas  Co.,  184  Fed.  979. 

'  Form  1799. 
NOTICE  BY  ASSIGNEE  OF  ASSIGNMENT. 

The Company,  a  corporation  organized  and  existing  under  the 

laws  of  the  State  of   ,  hereby  notifies  you, ,  that 

of    did  on  the    ....    day  of    ,  19....,  by  a 

certain  instrument  in  writing  dated   ,  19.  . .  .,  made  between  said 

as  party  of  the  first  part  and  said  The   Company,  as 

party  of  the  second  part,  assign,  transfer  and  set  over   (here  describe  the 

thing  assigned)  to  said  The Company,  its  successors  and  assigns, 

of  which  said  assignment  you  are  hereby  notified  to  take  due  notice.     You 

are    hereby    notified    that    said    The    Company    hereby    requires 

you    (here  state  what  is  to  be  done  by  person  to  whom  notice  is  given), 

and  that  in  the  event  of  your  failure  so  to  do,  said  The Company 

will  take  all  such  legal  steps  as  may  be  authorized  by  law  for  the  enforce- 
ment   thereof. 

Dated    ,  19 

The Company, 

By  .'. 

President. 


Form  1800. 
NOTICE  OF  ASSIGNMENT  BY  ASSIGNOR. 

To    ,    

1    hereby   notify   you   that   on   the    ....    day   of    ,   19....,   the 

undersigned  did  assign,  transfer  and  set  over  unto  The Company, 

a    corporation    organized    and    existing    under    the    laws    of    the    State    of 

(here  describe  the  thing  or  instrument  assigned),  and  that 

under  and  by  virtue  of  said  assignment  said  The   Company  has 

succeeded  to  and  is  now  vested  with  all  my  rights  in  and  to  said  (here 
describe  the  same),  and  you  are  hereby  directed  to  (here  state  whether 
the  party  to  whom  notice  is  given  is  to  pay  the  sum  of  money  assigned. 


MISCELLAXEOUS  CORPORATE  IXSTRl'MEXTS.    1499 

if  such  be  the  case,  or  to  jiorforin  the  obligations  and  undertakings  of  the 
agreement    assigned). 

Dated    ,    I'J 

L^EALj 

Form  1801. 

NOTICE  OF  ASSIGNMENT  OF  ACCOUNTS  BY  ASSIGNOR 
TO  PRIOR  ASSIGNEE. 

Philadelphia,  Oct.  3,  1903. 
Central  Trust  &  Savings  Company,  Philadelphia,  Pa. 

Gentlemen:  Please  take  notice  that  we  have  sold  to  Henry  S.  Belber  all 
our  interest  in  and  to  the  accounts  against  the  following  debtors  (here 
insert  a  list  of  names  of  the  debtors  with  a  list  of  the  amount  due  by  each 
debtor  and  a  statement  of  the  total  amount  due). 

You  will  please  pay  to  them  any  and  all  moneys  to  which  we  may  be 
entitled. 

Yours  truly, 

Wiesen  Brothers. 
See  in  re  Weisen  Bros.,  138  Fed.  164. 

Form  1802. 

NOTICE  OF  ASSIGNMENT  OF  ACCOUNTS  BY  ASSIGNEE 
TO  PRIOR  ASSIGNEE. 

Philadelphia,   Oct.    3,    1903. 
Central  Trust  Company,  4th  and  Market  Sts.,  City. 

Gentlemen:  Please  take  notice  that  I  claim  all  moneys  which  you  may 
receive  upon  the  following  accounts  assigned  to  you  by  Wiesen  Bros,  (hefe 
insert  a  list  of  names  of  the  debtors  with  a  list  of  the  amount  due  by  each 
debtor  and  a  statement  of  the  total  amount  due  or  claimed). 

If  these  accounts  are  not  promptly  paid,  please  advise  me  so  that  I  may 
take  such  steps  as  are  necessary  for  the  protection  of  my  interests. 

Yours  truly, 

Henry  S.  Belber, 
2529  N.  33rd  St.,  City. 
See  in  re  Weisen,  138  Fed.  I(i4. 

Form  1803. 
BILL  OF  SALE  BY  A  CORPORATION  (ILLINOIS). 

Know  all  men  by  these  presents,  that  The Company,  a  cor- 
poration duly  organized  and  existing  under  and  by  virtue  of  the  laws  of 

the  State  of ,  and  having  an  office  in  the  County  of ,  in 

the  State  of   ,  in  consideration  of  the  sum  of   Dollars 

to  it  in  hand  paid  by of ,  in  the  County  of   

and  State  of ,  receipt  of  which  is  hereby  acknowledged,  does  hereby 

grant,   sell,   transfer   and   deliver   unto   the   said    ,   the   following 

goods  and  chattels,  namely: 

(Insert    description   of   goods   sold.) 


1500    CORPORATION  FORMS  AND  PRECEDENTS. 

To  have  and  to  hold  all  and  singular  the  said  goods  and  chattels  to  the 

said    ,    his    administrators,    executors    and    assigns    to    their   own 

use  and  behoof  forever. 

And  said,  The   Company  hereby  covenants  with  the  said 

,  grantee,  that  it  is  the  lawful  owner  of  the  said  goods  and 

chattels;  that  they  are  free  from  all  incumbrances;  that  it  has  good  right 
to  sell  the  same  as  aforesaid;  and  that  it  will  warrant  and  defend  the  same 
against  the  lawful  claims  and  demands  of  all  persons. 

In  witness   whereof,   said   The    Company   has  caused   these 

presents  to  be  signed  by ,  its  President,  and  its  corporate  seal  to 

be  hereunto  affixed,  this day  of ,  19.  .  .  . 

The    Company, 

[Corporate  Seal]  By  

Attest :  President. 


Secretary. 

(Acknowledgment.) 

See  generally  as  to  the  necessity  of  attaching  the  seal  to  ordinary  corpo- 
rate contracts,  Cook  on  Corporations,  §  721;  Clark  &  M.,  Corp.,  §  192. 

See  as  to  sales  of  personal  property  by  corporations,  Cook  on  Corporations, 
§  670;  Clark  &  M.,  Corp.,  §§  152-166. 

Form  1804. 

BILL  OF  SALE  TO  A  CORPORATION. 

Know  all  men  by  these  presents,  that   of  ,  State  of 

,   the   party   of   the   first   part,   for   and   in   consideration   of   the 

sum  of dollars,  lawful  money  of  the  United  States  of  America,  to 

him   in   hand   paid   by   The    Company,   a   corporation   organized 

and  existing  under  the  laws  of    ,  the  party  of  the  second  part, 

the  receipt  whereof  is  hereby  acknowledged,  does  by  these  presents  grant, 
bargain,  sell,  and  convey  unto  the  said  party  of  the  second  part,  its  suc- 
cessors and  assigns,    ,  to  have  and  to  hold  the  same  to  the  said 

party  of  the  second  part,  its  successors  and  assigns  forever.  And  he 
does  for  himself,  his  heirs,  executors  and  administrators  covenant  and  agree 
to  and  with  the  said  party  of  the  second  part,  its  successors  and  assigns, 
to  warrant  and  defend  the  sale  of  said  property,  goods,  and  chattels  hereby 
made  unto  the  said  party  of  the  second  part,  its  successors,  and  assigns, 
against  all  and  every  person  and  persons  whomsoever. 

In  witness  whereof,    has  hereunto  set  his  hand  and  seal,  the 

....  day  of ,  in  the  year  of  our  Lord  one  thousand  nine  hundred 

and   

[Seal] 

Sealed   and    delivered    in    the   presence 
of   

(Add  acknowledgment  when  necessary.) 

If  it  is  desired  to  only  warrant  the  title  specially,  add  after  the  word 
"whomsoever,"  in  the  first  paragraph,  the  words,  "claiming  by,  through  or 
under  them. ' ' 


MISCELLANEOUS  CORPORATE  L\STRUMEXTS.    1501 

Form  1805. 

AGREEMENT  FOR  SALE  OF  GOODS  AT  PRICE  TO  BE 
ASCERTAINED  BY  APPRAISEMENT. 

Articles  of  iigreoment  made  and  entered  into  this  ....   day  of , 

A.   1).    19....,   between    ,    {larty    of    the    first    part,    and    The 

Company,  a  corporation  organized  and  existing  under  the  laws 

of  the  State  of    ,  party  of  the  second  part,  witnesseth  that  the 

said ,  party  of  the  first  part,  has  agreed  and  by  these  presents 

does  agree  to  sell  to  the  said  party  of  the  second  part  the  following 
described  i)roperty  (describe  such  property),  the  price  therefor  to  be 
ascertained  and  determined  by  appraisement,  as  hereinafter  provided. 
These  presents  further  witness  that   the  said  property  shall,  at  the   equal 

and  joint   charge   of  the  parties  hereto,  be   appraised  by    and 

,   of  the    ,   county  of    ,  State   of    , 

on  or  before  the    ....    day  of    ,  A.  D.   19....,  and  the  amount 

of  their  appraisement  is  to  be  the  price  to  be  paid  for  the  said  property, 
and  when  as  soon  as  the  said  appraisement  is  made  and  the  said  price 
is  paid  for  the  said  property  the  said  party  of  the  first  part  covenants  to 

make  an  absolute  bill  of  sale  to  the  said  The    Company, 

party  of  the  second  part,  and  to  deliver  full  and  complete  possession 
thereof  to  the  said  party  of  the  second  part.  Until  such  appraisement  is 
made,  the  said  property  hereinbefore  described  is  to  remain  at  the  risk 
and  costs  of  the  said    (either  the  buyer  or  seller). 

In  witness  whereof  the  said  party  of  the  first  part  has  hereunto  set 
his  hand  and  seal,  and  the  said  party  of  the  second  part  has  caused  these 
presents  to  be  signed  by  its  President  thereunto  duly  authorized,  and 
its  corporate  seal  to  be  hereunto  affixed  and  attested  by  its  secretary  the 
day  and  year  first  above,  written. 

[Seal] 

[Corporate  SealJ  The    Company, 

Attest :  By   


Its  President. 


Secretary, 
(Add   acknowledgment   when    necessary.) 


Form  1806. 

ASSIGNMENT  OF  BILL  OF  SALE  WITH  GENERAL  AND 
SPECIAL  WARRANTY. 

To  all  persons  to  whom  these  presents  shall  come,  The  Com- 
pany, a  corporation  organized  and  existing  under  and  by  virtue  of  the 
laws  of  the  State  of ,  sends  greeting: 

Whereas    ,  of   ,  did,  by  his  bill  of  sale,  bearing  date 

the  ....  day  of ,  A.  D.  19.  .  .  .,  for  the  consideration  of 

dollars,  bargain  and  sell  unto  said  The  Company,  the  following 

goods  and  chattels  (here  describe  them)  and  all  the  estate,  right,  pos- 
session, and  interest  of  him  the  said ,  to  have  and  to  hold  the  same 

unto  the  only  proper  use  and  behoof  of  the  said  The   Company, 

its  successors  and   assigns  forever,  as  by  reference  being  had  to  said  bill 


1502     CORPORATION  FORMS  AND  PRECEDENTS. 

of  sale,  a  copy  of  whicli  is  ucreto  attacbed,  marked  Exhibit  "A,"  and 
made  a  part  hereof,  will  more  fully  appear. 

Now  know  all  men  by  these  presents,  that  said  The    Company, 

for  and  m  consideration  of  the  sum  of dollars,  to  it  in  hand  paid 

by    ,    of    ;    at    or   before   the   sealing   and   delivery   of 

these  presents,   the  receipt   whereof   it  said  The    Company   does 

hereby  acknowledge,  has  granted,  bargained,  sold,  assigned  and  set  over 
and  by  these  presents  does  grant,  bargain,  sell,  assign  and  set  over  unto 

the   said    ,  his  executors,   administrators,   and   assigns,   the  above 

mentioned  goods  and  chattels,  together  with  the  said  bill  of  sale  above 
referred  to,  and  all  its  right,  title,  interest  and  claim  whatsoever,  of,  in 
and  to  the  same,  to  have  and  to  hold  the  said  goods  and  chattels,  together 

with   the   said   bill   of    sale    unto   the    said    ,    and    his   executors, 

administrators  and  assigns  forever,  free  from  all  claim  or  claims,  demand 

or  demands,  of  it  said  The Company,  its  successors  and  assigns, 

or  any  other  person  or  persons  whatsoever;  and  said  The  Com- 
pany, for  itself,  its  successors  and  assigns  all  and  singular  the  goods  and 

chattels,  and  the  said  bill  of  sale  unto  the  said   ,  his  executors, 

administrators  and  assigns,  against  said  The  Company,  its  suc- 
cessors and  assigns,  and  against  all  and  every  other  person  or  persons 
whatsoever,  shall  and  will  warrant  and  forever  defend  by  these  presents. 

In  witness  whereof,  said  The  Company  has  caused  the  pres- 
ents to  be  signed  by  its  President  and  its  corporate  seal  to  be  hereunto 

affixed  and  attested  by  its  secretary  this  ....  day  of ,19 

The    Company, 

Attest :  By   

Its    President. 
Secretary. 

Form  1807. 

ASSIGNMENT  OF  PERSONAL  PROPERTY  BY  COR- 
PORATION TO  CORPORATION. 

Know  all  men  by  these  presents,  that  The  Consolidated  Com- 
pany, a  corporation  organized  and  existing  under  and  by  virtue  of  the 
Laws  of  the  State  of  New  Jersey,  party  of  the  first  part,  for  and  in  con- 
sideration of  the  sum  of  one  dollar  ($1.00)),  lawful  money  of  the  United 
States  of  America,  and  other  good  and  valuable  considerations  to  it  paid  by 

The Company,  a  corporation  organized  and  existing  under  and  by 

virtue  of  the  Laws  of  the  State  of  New  Jersey,  party  of  the  second  part, 
at  or  before  the  ensealing  and  delivery  of  these  presents,  the  receipt  whereof 
is  hereby  acknowledged,  has  bargained,  sold,  granted,  assigned  and  delivered, 
and   by   these   presents    doth   grant,    convey,    assign   and    deliver   unto   the 

said   The    Company,   its  successors  or  assigns,  all  the  following 

described   property,   to   wit : 

(a)     All  the  personal   property  of  every  name,  nature,  and   description 
owned  by  the   party   of  the   first   part   and   located   either   in   or   upon  its 

factories  or  plants  in  the  Village  of    ,   Township   of    , 

County  of   ,  and  State  of   ,  and  the  City  of   , 

County  of ,  State  of or  elsewhere  in  the  United  States, 

or  in  Alaska  or  in  the  Hawaiian   Islands,   but   in   no  other  dependency  or 


MISCELLANEOUS  CORPORATE  INSTRUiMENTS.    1503 

territory  of  tlie  United  States  not  on  the  Continent  of  North  America, 
and  incluiling  all  machinery,  equipment  and  fixtures,  fixed  or  movable, 
all  rivet  machines,  and  boilers,  stokers,  generators,  engines,  stacks, 
and  pumps  and  heaters  in  power  houses,  all  air  and  water  tanks,  shafting, 
belting,  pulleys,  hangers,  and  tools,  all  drawings,  flasks  and  patterns 
in  hand  or  in  possession  of  persons,  firms  or  corporations,  all  hoists, 
punches  and  shears,  cranes,  planers,  rolls,  accumulators,  riveting  machines, 
pipe  machines,  boring  mills,  drill  presses,  engines,  fans,  heating  coils,  and 
air  distributing  systems,  milling  and  shearing  machines,  apparatus,  dyna- 
mos, switchboards,  conduits,  wires,  motors,  pumps,  pipes,  waterworks,  fire 
apparatus,  tracks,  trestles,  cars,  cranes,  tools,  both  stationary  and  portable, 
and  other  im])lements  and  appliances,  water  an<l  high  pressure  hydraulic 
tanks,  all  pneumatic  reamers,  air  tanks,  hammers,  chipping  and  caulking 
tools,  lathes,  presses,  all  yard  equipment,  consisting  of  rails,  joints,  switches, 
frogs,  ties,  locomotive  cranes,  windlass  and  engine  hoists,  blocking  and 
rigging,  and  all  merchandise,  material  finished  or  in  process  of  manu- 
facture, supplies,  stores  and  furniture,  whether  now  contained  in  the 
buildings  situate  upon  said  premises  or  located  elsewhere  in  said  terri- 
torial limits,  and  whether  in  the  hands  of  said  The Consolidated 

Company,  or  any  of  its  agents  or  employes,  or  in  the  hands  of  others. 

(b)     All  cash  on  hand  and  all  bills  and  accounts  receivable  of  said  The 

(Jonsolidated   Company   from    whomsoever   due   and   wheresoever 

evidences  thereof,  if  any,  may  be  held,  not  including  any  amounts  to 
become  due  but  not  yet  earned  upon  foreign  contracts  heretofore  assigned 

by  said   The    Consolidated   Company   to   The    Export 

Company,  a  corporation  of  the  State  of    

(e)  All  the  right,  title  and  interest  which  said  party  of  the  first  part 
now  has  or  may  hereafter  acquire,  in  and  to  all  Letters  Patent  of  the 
United  States  of  America,  and  in  and  to  the  inventions  or  improvements 
by  such  Letters  Patent  respectively  secured,  and  in  and  to  all  applications 
for  Letters  Patent  of  the  United  States  of  America,  and  in  and  to  all 
Trade  Marks  or  Trade  Names  registered  in  or  protected  by  the  United 
States  of  America. 

(d)  All  stock  of  any  corporation  organized  or  existing  under  the 
laws  of  any  state  or  territory  of  the  United  States  of  America,  held  and 
owned  by  said   The   Consolidated   Company. 

(e)  All  contracts,  contract  rights,  rights  of  action,  vouchers  and  things 
in  action  whatsoever,  of  the  Grantor,  pertaining  to  its  said  business  in 
the  United  States  of  America,  and  Alaska  and  the  Hawaiian  Islands,  and 
also  all  other  property  and  rights  of  every  name  and  description  of  what- 
soever nature  of  the  Grantor,  except  its  corporate  franchises,  situated  in 
the  United  States  of  America  or  in  Alaska  or  in  the  Hawaiian  Islands; 
excepting,  however,  from  the  property  and  rights  above  granted,  such  con- 
tracts, contract  rights,  vouchers  and  rights  in  action  of  the  Grantor  as  may 
not  be  assignable  or  as  may  be  subject  to  forfeiture  by  virtue  of  assign- 
ment. 

The    Consolidated  Company  does  for  itself  and  its  successors 

covenant  with  The Company,  its  successors  and  assigns,  that  it 

will  warrant  and  defend  all  and  singular  the  said  property  and  rights 
a^^'*?  assign(>d  and  conveyed  forever  against  all  lawful  claims  and 
demands  whatsoever. 


1504    CORPORATION  FORMS  AND  PRECEDENTS. 

And  the  said  Grantor  does,  for  itself  and  its  successors,  covenant  with 
the  said  Grantee,  its  successors  and  assigns,  that  from  time  to  time,  on 
demand  of  the  said  Grantee  or  its  successors  or  assigns,  the  said  Grantor 
and  its  successors  wili  make,  do,  execute,  acknowledge  and  deliver  all 
such  further  acts,  deeds,  conveyances  and  assurances  under  the  law  as 
may  be  reasonably  advised,  devised  or  required  for  effectuating  the  inten- 
tion of  these  presents,  and  for  the  better  assuring  or  confirming  unto  the 
said  Grantee,  its  successors  and  assigns,  all  and  singular  the  above  granted 
and  bargained  premises. 

And    further,    The    Consolidated    Company    covenants,    with 

respect  to  the  contracts  above  excepted  from  assignment  and  transfer 
hereunder,  that  it  will  carry  out  all  of  said  contracts,  and  do  all  things 
that  it  may  reasonably  be  required  by  The Company  to  do  in  en- 
forcing all  and  singular  its  said  rights,  and  will  account  thereafter  for  all 
of  the  profits  and  proceeds  thereof  unto  The Company. 

It  is  the  intention  of  the  Grantor  to  hereby  convey,  transfer,  assign  and 
Bet  over  to  the  Grantee,  its  successors  and  assigns,  all  of  its  personal 
property  of  whatever  nature  or  kind  not  conveyed,  transferred,  assigned  and 

set  over  by  it  to  The Export  Company  by  bill  of  sale  of  the 

Grantor  bearing  even  date  herewith,  or  not  hereby  expressly  reserved  unto 
the   Grantor. 

In  witness  whereof,  The   Consolidated  Company,  the  Grantor, 

has  caused  its  corporate  seal  to  be  hereunto  affixed,  and  this  instrument  to 

be  signed  by   ,  its  President,  and   ,  its  Secretary,  this 

....   day  of ,  in  the  year  of  our  Lord  one  thousand  nine  hundred 

and 

The Consolidated  Company, 

[Corporate  Seal]  By  

President. 


Secretary. 


Signed,  sealed,  acknowl- 
edged and  delivered 
in  the  presence  of: 


(Acknowledgment.) 

Form  1808. 
SALE  OF  GOOD  WILL  AND  RIGHT  TO  USE  NAME. 

Memorandum  of  agreement.   Made  and   entered  into  this    day  of 

,  A.  D.  19 ,  by  and  between   ,  and   doing 

business  as &  Company,  of  the  City  of ,  State  of , 

parties  of  the  first  part,  and ,  of  the  City  of ,  aforesaid 

party  of  the  second  part,  witnesseth: 

Whereas,  The  said   has  been  for  many  years  engaged  in  the 

business  of  general  contracting  in  the  City  of    and  elsewhere, 

and  is  now  about  to  cease  said  business; 

And  whereas,  The  said  party  of  the  second  part  is  desirous  of  acquiring 


MISCELLANEOUS  CORPORATE  LNSTRUMENTS.    1505 

the  good   will  of  the  said  business,  and  the  right  to  use  the  name  of  the 

said    in  and  about  the  carrying  on  of  the  business  of  general 

contracting; 

Now  therefore,  For  and  In  Consideration  of  the  sum  of  One  Dollar  ($1) 
in  hand  paid  by  the  said  party  of  the  second  part  to  the  said  parties  of 
the  first  part,  the  receipt  whereof  is  hereby  confessed  and  ac^know  ledged, 
the  said  parties  of  the  first  part  do  hereby  assign  and  sell  to  the  said 
party  of  the  second  part,  all  the  good  will  of  the  said  contracting  business 

of    the   said    ,    doing   business    as    &    Company,    and 

the  sole  and  exclusive  right  to  use  the  name  of  the  said    ,   in 

and  about  the  carrying  on  of  the  business  of  general  contracting,  and  as 
the  name  or  stylo,  in  whole  or  in  part,  of  any  firm  or  corporation  engaged 
wholly  or  partly  in  the  business  of  general  contracting,  and  as  a  trade 
name   or    trade    mark    in    the   business    of    general    contracting;    and    said 

,  and    each  agrees,  for  the  period  of  three    (3) 

years,   not   to   engage   in   the   business   of   general   contracting   in  the   said 

City    of    ,    or    in    any    place    within    twenty-five    (25)    miles 

thereof;    it   being   understood    and   agreed,    however,   that    nothing   herein 

contained  shall  preclude  the  said   and    from 

being  employed  by  or  working  for  any  person  engaged  in  the  business  of 
general  contracting. 

It  Is  Understood  and  Agreed,  That  this  contract  may  be  assigned  by 
the  party  of  the  second  part  to  any  person,  firm  or  corporation. 

In  Witness  Whereof,  the  said  parties  hereto  have  hereunto  set  their 
hands  and  seals,  the  day  and  year  first  above  written. 

[Seal] 

[Seal] 

[Seal] 

See  for  right  to  sell  good  will,  Herefort  v.  Cramer,  7  Col.  483 ;  Smock  v. 
Pierson,  68  Ind.  405,  34  Am.  Rep.  269;  Kramer  v.  Old,  119  N.  C.  1,  34  L. 
E.  A.  389,  56  Am.  St.  Eep.  650;  Shafer  v.  Sloan,  3  Cal.  App.  335;  Ryan 
v.  Hamilton,  205  111.  191;  Craver  v.  Acme  Harvester  Co.,  209  111.  483; 
Williams  v.  Farrand,  88  Mich.  473,  14  L.  R.  A.  161;  Lawrence  v.  Times 
Printing  Co.,  90  Fed.  24;  Hitchcock  v.  Anthony,  83  Fed.  779;  Bassett  v. 
Percipal,  5  Allen  (Mass.)  345;  Wentzel  v.  Barbin,  189  Pa.  St.  502;  Rauft 
V.  Reimers,  200  111.  386,  60  L.  R.  A.  291;  Diamond  Match  Co.  v.  Roeber, 
106  N.  Y.  473. 

See  for  right  to  sell  good  will  independently,  and  where  no  ' '  material ' ' 
plant  is  involved  in  the  transaction,  Brett  v.  Ebel,  51  N.  Y.  Supp.  573.  See 
however,  Sheldon  v.  Houghton,  15  Blatchf.  (U.  S.)  285,  Fed.  Cas.  No. 
12,748. 

Form  1809. 
AGREEMENT  FOR  SALE  OF  A  SECRET  PROCESS. 

This  Indenture  made  etc.  between    of   ,  in 

the    county    of    (hereinafter    called    "the    inventor"),    of    the 

one  part,  and  The  Company,  (hereinafter  called  "the  com- 
pany"), of  the  other  part. 

Whereas  the  inventor  has'  discovered  a  new  and  improved  method  of 
manufacturing  artificial  india-rubber,  which  method  or  process  is  a  secret, 
and  has  not  been  disclosed  to  any  person  or  persons  whatsoever ;  and 

WJiereas  the  inventor  has  represented  to  the  company  and  its  directors 


1506    CORPORATION  FORMS  AND  PRECEDENTS. 

that  by  means  of  such  method  as  aforesaid  rubber  of  a  quabty  equal  to 
the  best  merchantable  Para  rubber  can  be  manufactured  in  bulk  at  a  cost 
not  exceeding  $ per  ton ;   and 

Whereas  such  agreement  has  been  made  as  is  hereinafter  contained: 

Now  it  is  hereby  agreed  and  declared  as  follows: 

1.  The  inventor  shall  forthwith  prepare  a  full  and  complete  descrip- 
tion in  writing  of  the  said  method  or  process,  containing  all  particulars 
and  instructions  necessary  to  enable  workmen  of  ordinary  skill  and  in- 
telligence to  manufacture  rubber  in  accordance  with  the  said  method  or 
process,  and  containing  proper  particulars  of  the  quantities  and  propor- 
tions of  all  materials  to  be  used  in  connection  therewith;  and  when  and 
so  soon  as  such  description  is  complete  he  shall  place  the  same  in  an 
envelope,  which  shall  be  sealed  with  the  seals  of  the  inventor  and  of  one 
of  the  directors  of  the  company  and  deposited  in  the  joint  names  of  the  in- 
ventor and  the  company  at  The   Bank.     The  inventor  shall, 

upon  such  deposit  being  made,  make  a  statutory  declaration  that  the  en- 
velope so  deposited  contains  such  a  full  and  complete  description  of  the 
said  method  and  process  as  is  hereinbefore  referred  to. 

2.  The   company  shall,   under  the   direction   of  the   inventor,  undertake 

the  manufacture  of  not  less  th^n   tons  of  rubber  in  accord- 

a,nce  with  the  said  method  or  process,  and  the  inventor  shall  superintend 
such  manufacture,  and  do  all  things  necessary  to  enable  the  same  to  be 
effected  so  as  to  be  a  fair  test  of  the  said  method  or  process.  If  upon  such 
test  being  completed  it  shall  appear  that  rubber  of  a  quality  of  the  best 
merchantable   Para  rubber   can   be   manufactured  at   a   cost  not   exceeding 

$ per  ton,   such  test  shall  be  deemed  to  be  successful,  but  in 

any  other  case  it  shall  be  deemed  to  have  failed. 

.3.  If  the  said  test  shall  fail  the  company  shall  be  at  liberty  to  declare 
that  this  agreement  is  determined,  and  in  such  case  the  envelope  containing 
the  said  descrii^tion  shall  be  returned  to  the  inventor  unopened,  and  neither 
party  hereto  shall  have  any  further  claim  against  the  other.  But  if  the 
said  test  shall  be  successful,  or  if  within  one  calendar  month  after  the  con- 
clusion of  the  said  test  the  company  shall  not  have  declared  that  this  agree- 
ment is  determined,  the  succeeding  clauses  hereof  shall  take  effect. 

4.  Unless  this  agreement  shall  be  determined  in  manner  aforesaid  the 
inventor  shall  sell  and  the  company  shall  purchase  all  that  the  said  secret 
process  or  method  of  manufacturing  rubber  discovered  or  known  to  the 
inventor,  together  with  all  further  or  other  inventions  or  improvements 
which  the  inventor  has  made  or  may  hereafter  make  in  connection  with  the 
manner  or  method  of  manufacturing  rubber,  or  the  plant,  machinery,  ap- 
pliances, processes,  methods,  or  things  used  in  connection  therewith  (all  of 
which  are  hereinafter  referred  to  as  "the  inventions  hereby  agreed  to  be 
sold"),  and  the  sole  right,  so  far  as  the  inventor  is  capable  of  conferring 
the  same,  of  manufacturing  rubber  in  the  United  States  or  elsewhere  in 
accordance  with  the  inventions  hereby  agreed  to  be  sold. 

.5.     The  "consideration  for  the  said  sale  shall  be  the  sum  of  $ 

to  be  paid  and  satisfied  by  the  payment  to  the  inventor  of  $ 

in  cash,  and  by  the  allotment  and  issue  to  him  or  his  nominees  of 

fully  paid  shares  of   $ each   in  the   capital   of  the  company. 

6.  The  said  purchase  shall  be  completed  two  calendar  months  after 
the  conclusion  of  the  test  hereinbefore  referred  to,  and  upon  such  comple- 


MISCELLANEOUS  C0RP0RAT1<:  LXSTIU'MEXTS.    1507 

tioD  the  comi)aii}'  sball  be  entitled  to  receive  ami  oi-on  the  said  envelopo 
and  take  possession  of  tlie  documents  therein  contained. 

7.  Upon  the  completion  of  the  purchase,  and  in  the  event  of  any  such 
further  inventions  or  improvements  as  aforesaid  being  discovered  by  the 
inventor,  immediately  upon  such  discovery  the  inventor  will  instruct  such 
person  or  persons  as  the  comiiany  may  appoint  in  the  proper  manner  of 
manufacturing  rubber  in  accordance  with  the  Inventions  hereby  agreed 
to  be  sold,  and  will  disclose  to  him  or  them  the  whole  of  such  secret  process 
as  aforesaid,  so  as  to  enable  such  person  or  persons  to  conduct  the  said 
iiiaiuifacture  to  the  best  advantage  in  accordance  witli  the  said  method 
jr  process. 

8.  And  from  the  completion  of  the  said  purchase  the  inventor  shall  give 

his  services  and  the  company  shall  employ  the  inventor  as 

for  a  period  of  years  from  the  completion  of  the  purchase,  at  a 

salary  of  $ a  year;   and  during  such  time  the  said  inventor 

shall  faithfully  and  diligently  serve  the  said  company,  and  shall  devote 
the  whole  of  his  time  and  attention  to  the  business  of  the  company,  and 
shall  not  engage  in  or  take  part  in  the  management  of  any  other  business 
whatsoever,  whether  alone  or  in  partnership  with  any  other  person  or  per- 
sons, or  as  manager,  director,  or  agent  for  any  person,  firm,  or  company, 
without  the  consent  in  writing  of  the  directors  of  the  company. 

9.  The  inventor  hereby  covenants  with  the  company  that  he  has  not 
at  any  time  heretofore  disclosed,  and  that  he  will  not  at  any  time  hereafter 
(unless  this  agreement  shall  be  determined  in  manner  aforesaid)  disclose,  to 
any  person  or  persons  whatsoever,  other  than  such  persons  as  shall  be 
appointed  by  the  company,  its  successors  or  assigns,  the  said  secret  process 
or  method,  or  any  matter  or  thing  in  relation  thereto,  which  will  enable  any 
person  or  persons  other  than  the  company,  its  successors  or  assigns,  and  its 
or  their  servants,  agents,  or  licenses,  to  manufacture  rubber  in  accordance 
with  the  said  method  or  process,  or  with  any  such  further  inventions  or 
improvements  as  aforesaid,  but  will  at  all  times  use  his  best  endeavors  to 
preserve  for  the  company,  its  successors  and  assigns,  the  benefit  of  the  in- 
ventions hereby  agreed  to  be  sold:  Provided  always  that  if  in  regard  to 
any  of  the  inventions  hereby  agreed  to  be  sold  it  shall  appear  to  the  com- 
pany, its  successors  or  assigns,  that  the  same  are  the  proper  subject  matters 
for  Letters  Patent  the  inventor  will,  on  the  request  and  at  the  expense  of 
the  company,  its  successors  or  assigns,  apply  for  and  use  his  best  en- 
deavors to  obtain  the  grant  of  Letters  Patent  or  other  similar  protections 
in  respect  of  such  inventions  in  such  countries,  colonies,  and  places  as  the 
company,  its  successors  or  assigns,  may  appoint,  and,  as  and  whenever 
each  or  any  of  such  Letters  Patent  or  other  protections  shall  be  granted, 
will  transfer  or  assign  the  same  to  the  company,  its  successors  or  assigns, 
or  its  or  their  nominees. 

10.  The  inventor  hereby  also  covenants  with  the  company  that  unless 
this  agreement  shall  be  determined  in  manner  aforesaid  he  will  not,  save  as 

or  otherwise  on  behalf  of  the  company,  at  any  time  here- 
after manufacture  or  assist  in  the  manufacture  of  rubber  or  in  the  prepar- 
ation thereof  for  the  market,  whether  by  means  of  the  said  secret  process 
OT  method  or  otherwise  howsoever. 

11.  It  is  hereby  agreed  between  the  parties  hereto  that  every  director 
or  oflBcer  of  the  company,  or  other  person  to  whom  the  said  secret  process 


1508    CORPORATION  FORMS  AND  PRECEDENTS. 

or  method  shall  be  disclosed  in  accordance  with  the  provisions  hereof,  shall 
be  required,  before  such  disclosure  is  made,  to  enter  into  a  covenant  with 
the  company  not  to  disclose  the  said  process  or  method  to  any  other  per- 
son whatsoever  without  the  consent  in  writing  of  the  directors  of  the 
company. 

In  witness,  etc. 

See  generally  as  to  the  issue  of  stock  for  property,  Cook  on  Corporations, 
§§18-24,  43-50,  423,  466;   Clark  &  M.,  Corp.,  §§380-388. 

Form  1810. 
AGREEMENT  FOR  SALE  OF  CARS. 

Chicago,   111.,   Jan.   28th,   1903. 

Santa  Fe  Land  &  Improvement  Co.,  Chicago,  111. — Gentlemen:  We  pro- 
pose to  build  for  you  and  deliver  f.  o.  b.  tracks  of  the  Atchison,  Topeka  & 
Santa  Fe  Railway  Company  at  any  junction  point,  our  option,  between 
Chicago  and  Kansas  City,  inclusive,  1,200  36-foot  box  cars  of  60,000 
pounds  capacity  at  price,  and  under  specifications,  terms  and  conditions  as 
expressed  hereafter. 

Price:     Eight  hundred  and  nineteen  dollars  ($819.00)  each. 

Specifications  to  be  in  accordance  with  the  specifications  of  the  Atchison, 
Topeka  &  Santa  Fe  Railway  system  No.  126,  dated  Topeka,  Kansas,  Jan- 
uary 9,  1903,  a  copy  of  which  is  attached  to  and  made  part  of  this  agree- 
ment. In  said  specifications  it  is  understood  that  where  yellow  pine  is 
specified  it  means  long  leaf  yellow  pine.  Cars  to  be  provided  with  two 
name  plates,  in  suitable  location  on  cars,  reading  "This  car  is  the  property 
of  the  Santa  Fe  Land  Improvement  Company."  It  is  understood  that  you 
will  furnish  the  following  material  on  receipt  of  proper  order  from  us, 
giving  dates  of  delivery,  at  the  prices  and  places  of  delivery  named  'below: 

Air  Brake,  $30.00  per  car  f.  o.  b.  Wilmerding. 

Brake  Beams,  $12.40  per  car  f.  o.  b.  Detroit. 

Truck  Transoms,  Bolsters  and  body  bolsters,  $142.00  per  car  f.  o.  b. 
East  St.  Louis. 

Journal  Boxes,   $18.40  per  car   f.   o.  b.   Chicago. 

Journal  Bearings,  $12.65  per  ear  f.  o.  b.  your  works. 

Draft  Rigging,  $20.40  per  ear  f.  o.  b.  your  works. 

Springs,  shaft  and  bolster,  $14.80  per  car  f.  o.  b.  your  works. 

Couplers  Trojan,  not  including  brackets,  $18.00  per  car  f.  o.  b.  your 
works. 

Roof   (Murphy),  $25.50  per  car  f.  o.  b.  your  works. 

Total  for  material  furnished  $294.15  per  ear. 

We  agree  to  accept  the  above  material  from  you  and  pay  to  you  the 
prices  for  same  named  above. 

Delivery:  We  guarantee  to  deliver  the  above  cars  during  months  of 
.July  and  August,  1903,  provided  that  if  we  desire,  in  order  to  effect  de- 
livery of  all  the  cars  prior  to  August  31st,  we  may  commence  delivery  of 
the  cars  prior  to  the  1st  of  .July;  delivery  contingent,  however,  upon 
strikes,  accidents,  fires  and  other  causes  unavoidable  and  beyond  our 
control. 

Terms:  Cash  on  arrival  of  cars  on  tracks  of  the  Atchison,  Topeka  & 
Santa  Fe  Railway  Company,  as  provided   herein   in  lots  of  25,   inspector's 


MISCELLANEOUS  CORPORATE  INSTRUxMENTS.    1509 

certificate  to  be  attached  to  invoice,  provided  tbat  no  payiiients  shall  be- 
come due  and  payable  prior  to  the  first  day  of  July,  1903,  but  on  that  date 
payments  shall  be  made  for  such  cars  as  may  have  been  delivered  prior  to 
the  first  day  of  July,  and  thereafter  as  cars  are  delivered. 

This  letter  is  written  in  duplicate  and  your  acceptance  hereon  will  con- 
stitute a  contract  between   us. 

Standard    Steel    Car    Comiiany, 

,].    .M.    Hansen,    President. 

Accepted :  • 

Santa  Fe  Land  &  Improvement  Companj', 

By  W.  B.  Jansen,  Vice  President. 

The  above  agreement  was  held  to  be  clear  and  unambiguous  in  Bush  v. 
Export  Storage  Co.,  l.'JG  Fed.  018,  where  it  was  held  that  the  above  instru- 
ment was  a  contract  of  sale  and  not  of  bailment.  See  Arbuckle  v.  Kirk 
Patrick,  98  Tenn.  221,  29  S.  \V.  3,  36  L.  K.  A.  285,  6U  Am.  St.  Rep.  854. 

See  for  form  of  agreement  for  management  of  mining  property,  Connolly 
V.  Boiick,  174  Fed.  312. 

See  for  form  of  agreement  between  holders  of  option  for  advancement  of 
money  by  assignee  and  reduction  of  royalties  and  conveyance  of  property 
to  a  corporation  and  for  form  of  agreement  for  reduction  of  royalties, 
Billings  v.  Shores,  151  Fed.  371. 

See  for  form  of  agreement  for  sale  of  minerals.  Brown  v.  Wilmore  Coal 
Co.,  156  Fed.  143. 

See  for  agreement  for  sale  of  mining  claim,  Fulkerson  v.  Chisna  Min.  Co., 
122  Fed.  782. 

Form  1811. 

AGREEMENT  TO  EXPEDITE  DELIVERIES  OF 

MATERIAL. 

INIemorandum   of   agreement,    made   this  fourth   day   of   March,    19U8,   by 

and  between   ,  of  Pittsburg,  Pennsylvania,  and   

Company,  of  New  York,  New  York: 

I hereby  agrees  to  expedite  the   deliveries  of   structural 

steel    for    Company,    including   cast-iron   columns   and  bases, 

with  the  exemption  expressed  in  paragraph  III  of  this  agreement,  for  a 
period  of  two  years,  commencing  April  1,  1908,  with  the  privilege  to  either 
party  to  terminate  this  agreement  within  one  year  by  giving  written  notice 
to  the  other  party  on  or  before  December  31,  1908;  it  being  further  agreed 

by   that  if,  for  just  cause,  his  services  under  this  agreement 

are  unsatisfactory  and  unacceptable  to  Company,  this  agree- 
ment   is   terminable   upon    the    part    of    Company    upon    the 

giving  of  thirty  days '  written  notice  to of   

Company's  intention  to  terminate  this  agreement  upon  the  date  stated  in 
said  written  notice. 

II.     It  is  mutually  understood  and  agreed  by  and  between 

and Company  that  the  services  of   covered 

by  this  agreement  are  as  follows:     Generally,  the  securing  of  the  delivery 

of  the  structural  steel  and  cast  iron  necessary  in   Company 's 

business,  at  the  times  and  in  the  manner  required  by Com- 
pany; supervising  the  entering  of  the  rolling  lists  and  following  them 
through  the  fabricating  company's  offices  and  the  rolling  mills,  until  the 
plain  material  has  been  delivered  at  the  shops  of  the  fabricating  company; 
to  supervise  the   making  of  shop   drawings,   the  fabrication  and  shipment 


1510    CORPORATION  FORMS  AND  PRECEDENTS. 

of  finished  material,  and,  where  necessary,  to  trace  cars  and  expedite  move- 
ment    of     such    cars     to     destination;     to    keep    in     communication    with 

Company  through   its  chief  engineer,  reporting  once  weekly, 

or  whenever  requested,  the  condition  of  the  work  at  the  mills  and  in  the 
shops  as  to  plain  and  finished  material. 

III.     For     and     in     consideration     of     the     services     above     described, 

Company  agrees  to  pay ,  at  the  rate  of  forty 

cents   (40c)   per  ton  of  2,000  pounds,  and  to  give  to   all  its 

tonnage,  including  cast-iron  columns  and*  bases,  with  the  exception  of  such 
cast-iron  columns  and  bases,  obtained  outside  a  territory  inclosed  by  a 
radius  of  fifty   (50)  miles  from  Pittsburg,  Pennsylvania. 

IV Company  hereby  agrees  that  not  over  one-third  of 

its  total  tonnage,  covered  by  this  agreement,  will  be  placed  outside  of  the 
Pittsburg  territory  above  described. 

V.     If  more  than  one-third  of    Company's  entire  tonnage, 

exclusive  of  the  cast-iron  columns  and  bases  exempted  under  paragraph 
III   of  this   agreement,   is  placed  outside  of   the   said   Pittsburg  territory, 

Company  agrees  to  pay   at  the  rate  of 

fifty-five  cents  (55c)  per  ton  of  2,000  pounds  on  suck  excess  tonnage  over  the 
one-third  of  the  total  tonnage  placed  outside  the  said  Pittsburg  territory; 
the  adjustment  as  to  such  excess  tonnage  to  be  made  the  1st  day  of  April 
of  each  year. 

VI Company  agrees  to  make  payments  for  the  mate- 
rial expedited  not  later  than  the  fifteenth  (15th)  day  of  each  calendar 
month  for  the  tonnage  of  finished  material  shipped  during  the  preceding 
month. 

In  witness  whereof,  the  parties  hereto  subscribe  their  respective  names. 

(Signatures.) 

The  above  agreement  was  construed  and  upheld  in  Vandevort  v.  Thomp- 
son-Starrett  Co.,  182  Fed.  875. 

Form  1812. 

AGREEMENT  FOR  PRIVILEGE  OF  SALE  OF 
MACHINERY. 

Memorandum  of  Agreement  made  and  entered  upon  the day  of 

,  19 .... ,  by'  and  between  the    Company,  a 

corporation  organized  and  existing  under  the  law  of  the  State  of , 

hereinafter  termed  the  party  of  the  first  part,  and  the Engineer- 
ing Company,  a  corporation  organized  and  existing  under  the  laws  of  the 

State  of   ,  having  its  principal  offices  at    Street, 

,  hereinafter  termed  the  party  of  the  second  part,  wit- 

nesseth: 

(1)  The  party  of  the  first  part  hereby  gives  to  the  party  of  the  second 
part  the  exclusive  privilege  of  sale  of  its  machines  and  as- 
sociated        machinery   and    apparatus   for   use    in   the   States   of 

,  (except City) ,  Connecticut  (west  of  the 

River   only),    (east   of  and    including   the   City   of    

only),    New   Jersey    (except    the    City    of    ),    ,    and 

,  subject  to  the  ensuing  exceptions,  terms  and  conditions. 

(2)  The  party  of  the  second  part  accepts  such  privilege  of  sale  and 


MISCELLANEOUS  CORPORATE  LXSTRUMEXTS.    1511 

agrees  to  in  every  rejisimalile  way  eontimioiisly  use  its  befit  efforts  to  i)ro- 
mote  the  sale  of  the  sai<l  machines  and  ma- 
chinery in  the  territory  aforesaid,  and  to  continuously  do  everything  within 
its  power  to  maintain  and  enhance  the  trade  prestige  of  the  said  machinery 
of  the  party  of  the  first  part  in  said  territory.  To  this  end  the  party  of  the 
second  jiart  has  already  established  and  is  to  continuously  maintain  cred- 
itable sales  offices  and  efficient  sales  representation  in  the  Cities  of , 

,   and  

(3)  The  party  of  the  second  part  is  to  neither  handle  nor  sell  nor 
to  be  in  any  way  interested  in  the  handling  or  sale  of  any  other  kin<l  of 

machinery ;   nor   of  any  other  kind  of   

machinery,  without  the  written  consent  of  the  party  of  the  first  part;  nor 
shall  it  undertake  the  special  representation  or  sale  of  any  apparatus  or 

machinery  directly  associated  with  power  )>lants  or  other  uses  of 

machinery  whore  its  representation  or  handling  of  same  may  be  likely  to 
result  in  competitive  trade  antagonisms  detrimental  to  the  sale  of  the  ma- 
chinery of  the  party  of  the  first  part. 

(4)  The  party  of  the  second  part  shall  at  all  times  rigidly  and  uni- 
formly maintain  the  prices  currently  established  by  the  party  of  the  first 

part  for  its   machines   and    machinery,   and  also 

as  strictly  conform  to  such  terms  of  sale  and  other  selling  and  ordering  con- 
ditions as  may  be  currently  determined  and  required  by  the  party  of  the 
first  part, 

(5)  The  party  of  the  second  part  shall  act  as  a  dealer  on  its  own  ac- 
count  in  the  sale  of  the   machinery  covered  hereby  and  shall  be 

entitled  in  its  purchase  thereof  from  the  party  of  the  first  part  to  a  dis- 
count of  ten  (10)  per  cent,  from  the  regular  net  selling  prices  currently 
established  by  the  party  of  the  first  part,  uj^on  the  basis  of  net  cash  pay- 
ment to  be  made  within  seventy  (70)  days  from  date  of  invoice  therefor, 
and  subject  to  a  further  discount  of  five  (5)  per  cent  upon  such  regular 
net  selling  prices,  making  fifteen  (15)  per  cent,  in  all,  provided  such  net 
cash  payment  be  made  to  the  party  of  the  first  part  within  sixty  (60)  days 
from  date  of  invoice. 

(6)  The  party  of  the  first  part  will  use  its  best  efforts  to  fill  promptly 
acceptable  orders  from  the  party  of  the  second  part,  but  it  shall  not  bo 
liable  to  the  said  party  of  the  second  part  for  any  damage  or  other  con- 
sideration in  case  the  demand  for machinery  exceeds  its  ability 

to- supply  the  same,  nor  for  any  delay  upon  its  part  in  doing  so  by  reason 
of  delays  of  transportation  carriers,  fires,  strikes,  riots,  floods,  inability  to 
obtain  skilled  labor,  necessary  materials,  or  associated  apparatus,  or  any 
other  ease  beyond  its  reasonable  control. 

(7)  The  party  of  the  first  part  reserves  the  privilege  to  exercise  dis- 
cretion as  to  the  amount  of  credit  to  be  extended  to  the  party  of  the 
second  part;  and  the  title,  ownership  and  right  to  possession  of  all  ma- 
chinery purchased  by  the  party  of  the  second  part  hereunder  shall  not 
pass  from  said  party  of  the  first  part  until  such  machinery  shall  be  fully 
paid  for  in  cash,  though  this  provision  does  not  relieve  the  party  of  the 
second  part  from  its  obligation  to  make  settlement  for  all  invoices  at 
maturity. 

(8)  It  is  understood  that   there  is  excepted  from  the  right  of  sale  of 


1512    CORPORATION  FORMS  AND  PRECEDENTS. 

machinery    covered    hereby    machinery    for 

, purposes. 

(9)  The  privilege  of  sale  given  to  the  party  of  the  second  part  in  the 
aforesaid  territory  carries  with  it  the  right  of  sale  in  good  faith  to  per- 
sons and  concerns  having  recognized  purchasing  headquarters  located  within 
said  territory,  or  whose  consulting  engineers  vested  with  purchasing  author- 
ity may  be  located  within  said  territory,  though  the  machinery  purchased 
may  be  or  go  for  use  outside  such  territory,  provided  the  machinery  be  for 
the  own  use  of  such  purchasers  or  for  use  in  their  special  lines  of  equip- 
ment or  installation;  it  is  understood  and  agreed,  however,  that  the  party 
of  the  first  part  reserves  to  itself  and  may  give  to  other  representatives 
in  other  territories  similar  privilege  of  sale  as  may  concern  the  territory  of 
the  party  of  the  second  part. 

(10)  All  questions  arising  as  to  the  propriety  and  fairness  of  sales  so 
made  in  one  territory  where  the  machinery  may  go  for  use  into  another 
territory,  as  well  as  any  possible  adjustment  or  division  of  the  discount  or 
commission  thereupon,  shall  be  left  wholly  to  the  decision  of  the  party  of 
the  first  part,  and  the  party  of  the  second  part  hereby  obligates  itself  to 
promptly  comply  therewith;  though  it  is  understood  and  agreed,  however, 
that  the  party  of  the  first  part  assumes  no  responsibility  on  its  own  account 
as  between  one  agent  and  another  beyond  using  its  offices  in  their 
mutual  interest. 

(11)  Aside  from  the  indirect  privilege  of  sale  reserved  by  the  party  of 
the  first  part  under  the  provisions  of  clause  (9),  the  party  of  the  first  part 
retains  the  right  of  direct  sale  of  the  machinery  covered  hereby  into  the 
aforesaid  territory  set  aside  to  the  party  of  the  second  part,  with  the  un- 
derstanding and  agreement  that  if  such  machinery  be  for  use  in  said  terri- 
tory the  party  of  the  second  part  shall  be  entitled  to  the  same  commission 
thereupon  as  if  such  sale  had  been  made  by  or  through  it,  while,  if  it  be  for 
use  outside  said  territory,  the  party  of  the  second  part  shall  not  be  en- 
titled to  commission. 

(12)  It  is  further  understood  and  agreed  that  the  privilege  of  sale  of 
the  party  of  the  second  part  carries  with  it  the  privilege  of  sale,  not  ex- 
clusive, of  said   machinery  for  use  in  the  City  of  New  York, 

and  also  to  persons  or  concerns  having  their  recognized  purchasing  head- 
quarters in  said  city  when  the  machinery  may  be  for  actual  use  in  the 
aforesaid  specified  territory  of  the  party  of  the  second  part. 

(13)  It  is  further  understood  and  agreed  that  the  party  of  the  second 

part  shall  have  the  privilege  of  sale  of  said machinery  in  the 

Kepublic  of  Mexico  and  that  while  the  party  of  the  first  part  does  not  give 
such  exclusive  privilege  to  it  for  said  country,  it  will  give  preference  to  it 
in  such  respect  to  the  extent  that  the  representation  and  work  of  the  party 
of  the  second  part  in  the  said  country  may,  in  the  judgment  of  the  party 
of  the  first  part,  justify  such  protection. 

(14)  The  party  of  the  second  part  has  no  authority  to  obligate  the 
party  of  the  first  part  to  any  third  party,  and  the  party  of  the  first  part 
assumes  no  responsibility  for  any  proposal  made,  guarantee  given,  or  con- 
tract entered  upon  by  the   party  of  the   second  part   in   the   sale  of  said 

machinery,  except  to  the  extent  of  its  written  acceptance  of  an 

order  embodying  such  proposal,  guarantee,  or  contract  from  or  through 
the  party  of  the  second  part,  and  then  only  to  the  extent  it  may  prove  to 


MISCELLAXEOT^S  CORPORATK  TXSTRCMENTS.    1513 

be  able  in  the  eircunmtauees  to  perform  the  same;  and  in  no  event  shall 
the  party  of  the  first  part  be  liable  to  the  jtarty  of  the  secfond  part  or 
anyone  else  for  damage,  discount  or  commission  in  the  case  of  machinery 
not  delivered,  accepted  or  fully  paid  for. 

(15)  It  is  further  agreed  that  as  regards  patents,  alleged  infringements, 
tests,  delivery  and  installation  of  machinery,  guarantees  against  electrical 
and  mechanical  defects,  and  in  other  respects  not  specifically  covered 
hereby,  the  terms  and  conditions  currently  embodied  in  the  regular  con- 
tract forms  of  the  party  of  the  first  part  for  the  sale  of  ma- 
chinery shall  apply  to  and  be  made  a  part  of  this  agreement,  to  an  extent 
in  keeping  with  its  purpose. 

(16)  The  term  of  this  agreement  shall  be  five  (5)  years  from  date, 
subject  to  earlier  termination  upon  six  (6)  months  notice  in  writing  from 
either  party  to  the  other,  or  upon  written  notice  from  either  party  in 
event  of  the  other  party  failing  or  ceasing  to  fulfill  in  good  faith  any  of 
the  obligations  herein  contained;  such  termination  at  any  time  to  be 
without  prejudice  to  the  account  which  may  be  due  from  the  party  of 
the  second  part  to  the  party  of  the  first  part ;  and  the  neglect  upon  the 
part  of  either  party  on  any  occasion  to  enforce  any  provision  of  this  agree- 
ment against  the  other  party  shall  not  debar  it  from  enforcing  such  pro- 
vision on  any  o^her  occasion  or  occasions,  should  it  subsequently  elect  to 
do  80. 

(17)  The  party  of  the  second  part  assumes  responsibility  for  the  strict 
observance  of  all  of  the  terms,  conditions  and  provisions  of  this  agreement 
by  its  employes  and  agents,  and  this  agreement  shall  not  be  assigned  or  in 
any  manner  transferred  by  the  party  of  the  second  part  without  the  written 
consent  of  the  party  of  the  first  part. 

(18)  All  previous  understandings  between  the  parties  are  merged  into 
this  agreement  and  this  agreement  is  not  subject  to  modification  or  change 
except  in  writing. 

In  Witness  Whereof  the  said  parties  have  caused  their  respective  names 
to  be  hereunto  afl!ixed,  and  this  instrument  to  be  signed  by  their  respective 
officers  thereunto  duly  authorized,  and  their  respective  seals  to  be  hereto 
attached  the  day  and  year  first  above  written. 

Company, 

[Corporate  Seal]  By    

.Attest:  Its   President. 

> 

Secretary. 

Engineering  Company. 

[Corporate   Seal]  By    

Attest:  Its   President. 

J 

Secretary. 
See  for  form  of  agreement  for  exclusive  sale  of  cement,  Davis  v.  Alpha 
Portland  Cement  Co.,  134  Fed.  274. 


1514    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1813. 

CONTRACT  FOR  SALE  OF  MACHINERY— PROPOSAL 
AND  ACCEPTANCE. 

I'roposal. 

The Company. 

General   Offices:    Street,   New   York. 

Works:  '  ^^ 


For  and  in  consideration  of  the  hereinafter  named  amount,  we  propose  to 
furnish  to  (here  insert  name  and  address  of  person  to  whom  proposal  is 
made.) 

(Here  describe  machinery  proposed  to  be  furnished.) 

To  be  delivered  f .  o.  b.  cars  at , , 

Our  responsibility  as  to  damage  to  material  in  transit  ceases  upon  delivery 

of  the  material  in  good  order  to  common  carrier  at   

Hauling  material  between  points  of  delivery  by  railroad  and  site  of  erection 
is  not  provided  for  by  this  contract  and  if  required  must  be  done  by  the 
purchaser. 

For  the  sum  of ,  payable  in  New  York  Exchange.  One- 
half  on  presentation  of  sight  draft  with  bill  of  lading.  Btilance  60  days 
from  date  of  shipment. 

Foreign  and  mining  shipments  on  presentation  of  bills  of  lading. 

We  agree  to  exercise  all  reasonable  care  and  diligence  in  the  selection  of 

material  required  for,  and  in  the  manufacture  of  such    and 

to  furnish  without  charge  f.  o.  b.   . ,  any  part  of  the 

and    thereof  which,  under  proper  and  normal  conditions  of  use, 

may  prove  defective  in  workmanship  or  material  within  one  year  from  date 

of   installation  of    ,  provided  written  notice  of  the  defect  be 

given  by  the  purchaser  as  soon  as  it  is  apparent.  In  no  case  shall  we  be 
liable  for  any  loss  or  damage  resulting  from  the  non-operation  of  the  plant 
in  which  the  above  specified  material  is  used,  due  to  any  cause  whatsoever. 
Delivery  and  erection  as  herein  called  for  are  contingent  upon  fires,  floods, 
strikes,  lockouts,  riots,  accidents  in  our  own  works  or  of  those  furnishing  us 
with  material,  inability  to  obtain  skilled  labor  or  material,  delays  of  trans- 
portation carriers  and  any  other  causes  whatsoever  beyond  our  control, 
which  may  delay  or  prevent  delivery  or  erection.  Until  the  material  fur- 
nished shall  have  been  fully  paid  for  in  cash,  the  title  and  right  of  posses- 
sion thereto  shall  remain  in  The Company  and  any  payments 

made  on  account  of  the  purchase  price  shall  in  case  of  any  default  in  pay- 
ment be  deemed  to  be  for  the  use  and  wear  of  such  material.  The  accept- 
ance of  notes,  or  any  renewal  thereof,  or  any  security  for  the  purchase  price 
shall  not  operate  as  a  waiver  or  transfer  of  such  title  or  right  of  possession. 

This  proposal  shall  be  void  if  not  accepted  within days. 

This  proposal  is  made  in  duplicate  and  shall  become  a  contract  between 
the  parties  when  accepted  by  the  purchaser.  There  are  no  understandings 
between  the  parties  as  to  the  subject  matter  of  this  contract  other  than  as 
herein  set  forth.  All  previous  communications  between  the  parties  hereto, 
either  verbal  or  in  writing,  are  hereby  abrogated.    Nor  can  this  contract  be 


MISCELLANEOUS  CORPORATE  INSTRUMENTS.  1515 

modified  other  than  by  a  duly  approved  siippleinentary  agreement  signed  by 
both  parties. 

'J"ho (.'ompany, 

By  " 

Acceptance. 

,  19.... 

To  The  Company, 

New  York, 
(icutlemeu — We  hereby  accept  the  foregoing  proposition. 

Yours  truly, 

Signature   

See  for  form  of  construed  agreement  for  sale  of  machinery,  Cumner,  etc., 
Co.  V,  Marine  Sugar  Co.,  146  Fed.  240. 

See  for  form  of  a  construed  agreement  to  erect  a  garbage  furnace,  Parlin 
&  Orendorff  Co.  v.  City  of  Greenville,  127  Fed.  55. 

See  for   form   of  a  construed   agreement  for  sale   of   sjirings,   Delker   v. 
Hess,  etc.,  Co.,  V.iS  Fed.  648. 

See  for  form  of  contract  for  sale  of  malt,  Marx  v.  American  Malting  Co., 
169  Fed.  582. 

See  for  form  of  agreement  for  sale  of  entire  product   of  manufacturer, 
Davis  V.  Bessemer,  etc..  Mills,  178  Fed.  184. 

See  for  form  of  construed  agreement  for  sale  of  fertilizer  held  to  effect 
a  sale  and  not  a  bailment,  In  re  Heckathorn,  144  Fed.  497. 

Form  1814. 
CONTRACT  FOR  SUPERSTRUCTURE  OF  BRIDGES. 

Bridge  Company. 

Contract. 

This  agreement,  made  this day  of ,  191.  .,  by  and 

between  the Bridge  Company,  of County, 

State  of    ,  a  corporation   organized   under  the  laws  of 

,  and    of    County,  State  of   , 

party  of  the  second  part, 

"Witnesseth;     That  the  said  party  of  the  first  part  for  the  consideration 
hereinafter    mentioned,    agrees    to    furnish    all    material    and    to    construct, 

and  complete  ready  for  travel,  the  superstructure    for   

bridge ,  over at  or  near ,  in 

Township,    County,   about    from 

station,   in    County,   on  the  lino  of    

;   said  bridge  to  be  built   in  accordance  with   the 

specifications  attached,  which  are  hereby  made  a  part  of  this  contract,  and 

to  be feet  long  extreme  length ;  to  be  built  in   span   . . 

of feet  extreme  length ;  to  have roadway 

Teet  clear  width  and   footway feet  clear  width. 

The  said    party  agrees  to  have  the  substructure  ready  for 

the  erection  of  the  superstructure  and  at  right  angles  to  the  line  of  said 

superstructure,  on   or  before  the    day  of    ,  A.   D. 

19....;   and  the  said  first  party  agrees  to  have  the  superstructure  ready 

for  travel  on  or  before  the day  of ,  A.  D.  19 ,  and 

guarantees  to  have  said  superstructure,  when  completed  to  be  capable  of 

sustaining  with  safety,  a  uniformly  distributed  load  of    

pounds  upon  each  lineal  bridge  foot,  exclusive  of  the  superstructure  weight. 


1516     CORPORATION  FORMS  AND  PRECEDENTS. 

The  second  party  agrees  to  promptly  inspect  and  pass  upon  the  -work 
and  in  consideration  of  the  materials  and  labor  to  be  performed  by  the 
said  first  party  the  second  party  agrees  to  pay  to  said  first  party  the  sum 
of    Dollars,  in  the  f  ollow  ing  manner,  to-wit :    

It  is  also  mutually  agreed  that  if  the  weather  is  not  such  as  to  admit 
of  the  proper  painting  of  the  work,  the  non-painting  is  not  to  hinder 
settlement,  but  a  reasonable  sum  may  be  retained  to  ensure  its  performance 
at  a  suitable  time,  otherwise  the  balance  due  is  to  be  paid  in  full;  said 
payments   to   be   made   as   follows,   to-wit :     

The  party  of  the  first  part  is  not  to  be  held  responsible  for  delays  that 
are  beyond  its  control,  such  as  may  occur  in  transportation  or  be  caused 
by  the  second  party,  nor  is  it  to  be  held  for  unavoidable  delays,  such  as 
may  be  due  to  the  elements;  acts  of  mobs;  enemies  of  the  government; 
strikes  of  workingmen,  or  acts  of  Providence,  and  for  all  such  delays  a 
proper   extension   of  time  shall   be  allowed. 

Provided:  That  in  case  said  second  party  fails  to  have  the  substructure 
completed  and  ready  for  said  bridge  by  the  date  specified,  said  second 
party  hereby  agrees  to  pay  said  first  party  eighty  per  cent,  of  the  contract 
price  for  said  bridge  on  the  delivery  of  the  finished  metal  work  at  the 
bridge   site. 

And  for  the  performance  of  each  and  every  article  of  this  agreement  the 
said  parties  hereby  bind  themselves  by  these  presents. 

But  it  is  mutually  agreed  and  understood  that  no  settlement  or  pay- 
ments under  this  contract  shall  become  binding  on  said  first  party,  unless 
made  or  acknowledged  by  one  of  its  Agents  having  specific  written  authority 
to  make  settlement  of,  and  receive  payment  under  this  contract. 

In  testimony  whereof,  witness  the  signatures  of  said  parties. 

Bridge  Co., 

By    


Second 
Party. 


Form  1815. 
AGREEMENT  FOR  SALE  OF  COAL. 

This  agreement,  entered  into  this day  of   ,19 , 

by  and  between  the    Company,  party  of  the  first  part,  and 

&  Son,  party  of  the  second  part,  both  of  the  city  of 

in  the  State  of   ,  witnesseth :     That  the  said 

party  of  the  first  part  agrees  and  binds  itself  to  furnish  and  deliver,  to 

the  party  of  the  second  part,  on  board  cars  at ,  all  the  New 

Biver  B.  O.  M.  steam  coal  from   Colliery  Company  they  may 

need  from    ,  19....,  to   ,  19....,  approximating 

3,000  tons  more  or  less,  and  to  ship  the  same  in  such  quantities  and  at 
such  times  as  the  said  party  of  the  second  part  may  from  time  to  time 
direct,  during  the  continuance  of  this  contract,  and  at  the  following  prices: 

All  coal  going  to Station,  $2.57  f.  o.  b.  C.  &  O.  tracks;   all 

deliveries  to  other   parts  of    ,  where  no  switching  charge  is 


MISCELLANEOUS  CORPORATE  LXSTRUMENTS.    1517 

made  on  coal,  at  $i'.60  per  net  ton  of  2,(JU0  lbs,  delivered.  Said  party  of 
the  first  part  further  afjrees  that  should  the  general  market  value  of  coal 
decline  during  the  lifetime  of  this  contract,  based  on  the  wage  scale  at 
the  mines  or  reduction  in  freight  rates,  then  the  said  party  of  the  second 
part  is  to  have  advantage  of  whatever  reduction  is  made  on  all  coal  shipped 
after  the  said  reduced  rates  are  put  into  effect. 

In  consideration  of  the  above,  the  party  of  the  second  part  agrees  to  buy 
from  the  party  of  the  first  par*  all  the  New  Kiver  K.  O.  M.  steam  coal  it 
may  need,  as  hereinbefore  si)ecified,  and  to  pay  therefor  to  the  party  of 
the  first  part  at  the  prices  set  forth  above  on  or  before  the  20th  of  each 
calendar  month  for  all  shipments  made  during  the  previous  month.  AH 
settlements  to  be  made  on  railway  scale  weights  as  ascertained  at  the 
usual  points  of  weighing  for  these  mines,  and  as  shown  on  bills  to  be 
rendered  by  party  of  the  first  part  in  accordance  with  the  usages  of  the 
coal  trade.  Party  of  the  second  part  is  to  pay  all  freights  and  deduct 
same  from  the  bills  rendered  by  the  seller.  Deliveries  of  coal  under  this 
contract  are  subject  to  strikes,  accident,  interruptions  to  transportation 
and  other  causes  beyond  the  control  of  the  party  of  the  first  part  which 
may  delay  or  prevent  shipment. 

In  witness  whereof  the  said  parties  hereto  set  their  hands  this 
day  of  A{)ril,   19.  . .  . 

[Seal   of    Company.] 

Company, 

,  Pres. 

&  Son. 

This  agreement  was  construed  in  Cottrell  and  Son  v.  Smokeless  Fuel  Co.. 
148  Fed.  594,  when  it  was  held  that  the  seller  was  not  excused  for  failure 
to  deliver  coal  because  of  a  strike  which  did  prevent  or  delay  shipments,  but 
merely  increased  the  cost  of  production. 

Form  1816. 
CONTRACT  TO  FURNISH  COAL. 

This  Article  of  Agreement,  made  the day  of   A.  D. 

19 ,  between of  the  City  of  . ,  County  of 

and   State  of    ,  party  of  the  first  part,  and   The    

Company,    a   corporation    organized    and    existing    under    the    laws    of    the 

State   of    ,   and   having   a   manufacturing   plant   in   the   City   of 

,  State  of ,  party  of  the  second  part : 

Witnesseth,  That  the  parties  to  this  agreement,  in  consideration  of  pay- 
ments to  be  made,  as  hereinafter  stated,  stipulate  and  agree  as  follows: 

The  said  party  of  the  first  part  agrees,  subject  to  the  reservations  here- 
inafter named,  to  sell  to  the  party  of  the  second  part coal,  in 

such  quantities  as  the  said  party  of  the  second  part  may  require  for  use  in 

its  said   plant    situated  at    ,   from  date  hereof  until 

the day  of ,  A.  D.  191 .. .  at  the  rate  of 

,  per  ton ,  said  coal  to  be by  the  party  of 

the part at   provided   

The  said  Party  of  the  Second  Part  Agrees  to  buy  of  the  party  of  the 

first  part  all  the coal  which  it  may  need  for  use  in 

its  said  plant  from  the  date  hereof  until  the day  of 


1518    CORPORATION  FORMS  AND  PRECEDENTS. 

A.  D.  19.  ..  .,  and  to  pay  the  said  party  of  the  first  part  the  rates  above 

mentioned  for  all  coal   under  this  contract,  said  payments  to  be 

due  and  payable  on  the day  of  each  month,  for  all  coal 

during  the  next  preceding  calendar  month.  It  is  further  mutually  agreed, 
that  the  said  party  of  the  first  part  shall  not  be  held  responsible  for  a 

failure  to coal  to  the  said  party  of  the  second  part  during  unusual 

delays  of  transportation,  resulting  from  strikes,  severe  storms,  or  other 
causes  beyond  the  control  of  the  party  of  the  first  part;  and  in  case  of  a 

stoppage  of mines,  caused  by  a  strike  among miners  or 

other  employes,  the  said  party  of  the  first  part  is  to  be  released  from  all 
obligation  to  furnish  coal  to  the  said  party  of  the  second  part  during  such 
suspension.  It  is  further  agreed  that  the  said  party  of  the  first  part  will, 
if  reqnired,  use  his  best  endeavors  to  purchase  some  other  correspond- 
ing grade  of  coal,  and  -furnish  the  same  to  the  said  party  of  the  second 
part,  at  the  lovv^est  market  price  at  which  it  can  be  obtained  by  the  said 
party  of  the  first  part;  or  the  said  party  of  the  second  part,  at  its  option, 
may  secure  its  supply  of  coal  elsewhere  during  such  suspension. 

In  witness  whereof  the  said  party  of  the  first  part  has  hereunto  set  his 

hand  and  seal,  and  said  The Company  has  caused  these 

presents  to  be  signed  by  its  President  and  its  corporate  seal  to  be  here- 
unto affixed  and  attested  by  its  secretary,  this day  of , 

19 

(Seal.) 

The  Compa»By, 

[Seal]  By   

Attest:  Its  President. 


Secretary. 

Form  1817. 
AGREEMENT  FOR  SALE  OF  COAL. 

This  agreement  made  this  31st  day  of  May,  A.  D.  1902,  by  and  between 

the    Company,  a   corporation   of  the  state  of   Illinois,  party 

of  the  first  part,  and  the    Coal  Company,  a  corporation  of 

the  state  of  Ohio,  party  of  the  second  part,  witnesseth,  that : 

(1)  The  party  of  the  second  part  agrees  to  sell  and  furnish  to  the 
party  of  the  first  part,  seventy-five  thousand  (7.5,000)  tons  of  lump  coal 
from  its  mines  and  on  cars  at  its  mines  at  Luhrig,  Ohio,  during  the  period 
from  June  1st,  1902,  to  March  31,  A.  D.  1903,  and  the  party  of  the  first 
part  agrees  to  buy  and  receive  such  coal. 

(2)  Shipments  of  said  coal  shall  be  made  at  times  and  quantities  as 
follows : 

2,500  tons  during  the  month  of  June,  1902. 
2,500  tons  during  the  month  of  July,  1902. 
5,000  tons  during  the  month  of  August,  1902. 
7,000  tons  during  the  month  of  September,  1902. 
10,000  tons  during  the  month  of  October,  1902. 
11,000  tons   during  the  month  of   November,   1902. 
11,000  tons  during  the  month  of  December,  1902. 
11,000  tons  during  the  month  of  January,  1903. 


MISCELLANEOnS  CORPORATE  INSTRUMENTS.  iui9 

8,500  tons  (luring  tlic  niontli  of  February,  1903. 
6,500  tons  during  the  month  of   March,   1903. 

Said  deliveries  for  each  month  shall  be  made  in  substantially  equal  daily 
amounts. 

(3)  The  party  of  the  first  part  agrees  to  pay  on  the  15th  of  each  month 
for  all  coal  shipped  under  this  contract  during  the  calendar  month  pre- 
ceding at  the  following  prices: 

For  coal  shipped  in  June,  July  and  August,  $1.15. 

For  coal  shipped  in  September,  October  and   November,  $1.25. 

For  coal  shipped   in   December,  January,  February  and  .March,  $1.35, 

All  per  net  ton  of  2,000  lbs.,  f.  o.  b.  cars  at  the  mine. 

(4)  It  is  mutually  agreed  that  the  screen  used  in  preparation  of  this 
coal  shall  be  of  regular  dimensions  stipulated  m  the  Miners  and  Operators' 
Agreement  of  Ohio,  screen  to  be  of  not  less  than  li/4  'nch  diamond  bar,  and 
should  the  party  of  the  second  part  desire  to  use  a  larger  screen  at  any 
time  it  shall  have  the  privilege  of  so  doing. 

(5)  The  quality,  preparation  and  appearance  of  the  coal  furnished 
hereunder  by  the  party  of  the  second  part  shall  be  equal  in  every  way  to 
standard  Hocking  Lump  Coal  furnished  for  the  Chicago  market  by  the 
Sunday  Creek  Coal  Company,  and  the  party  of  the  first  part  shall  have  the 
right  to  rescind  and  annul  the  unexecuted  portion  of  this  contract  if  the 
quality  and  preparation  of  the  coal  is  at  any  time  not  such  that  it  can  be 
sold  in  the  Chicago  market  as  Standard  Hocking  Coal. 

(6)  The  party  of  the  second  part  shall  use  every  reasonable  effort  to 
secure  sufficient  cars  for  the  shipment  to  the  ])arty  of  the  first  part  of  all 
the  coal  called  for  by  this  contract,  and  if  it  fails  to  secure  sufficient  cars 
to  do  so,  it  agrees  to  load  and  deliver  to  the  party  of  the  first  part  a  part 
of  the  ears  it  may  receive  in  the  proportion  that  the  coal  called  for  under 
this  contract  each  day  bears  to  the  total  production  of  coal  from  mines  of 
the  party  of  the  second  part  for  such  day. 

(7)  It  is  understood  by  both  parties  that  this  contract  is  subject  to 
strikes,  contingencies  of  transportation  and  other  causes  lieyond  the  con- 
trol of  either  party. 

(8)  During  the  continuance  of  this  contract,  the  party  of  the  second 
part  shall  sell  coal  from  mines  for  tlie  Chicago  market  and  for  the  north- 
western territory  supplied  with  said  coal  through  Chicago  and  Peoria,  only 
to  the  party  of  the  first  part,  intending  hereby  to  give  the  party  of  the 
first  part  exclusive  right  to  sell  in  said  Chicago  and  northwestern  market, 
coal  mined  from  mines  of  the  party  of  the  second  part. 

(9)  It  is  further  agreed  that  if  the  party  of  the  first  part  fails  during 
any  month  to  take  the  coal  called  for  in  this  contract  during  such  month, 
the  party  of  the  second  part  shall  be  excused  from  furnishing  such  deficit 
of  coal  thereafter,  unless  it  desires  to  do  so. 

Witness  the  signatures  of  the  parties  hereto  this  31st  day  of  Mav,  A.  D. 
1902. 

The  Company, 

By  ,  its  Vice  President. 

The    Coal   Company, 

B.v   ,  its  President. 

The  above  agreement  was  construed  in  Luhrig  Coal  Co  v.  Jones  &  \dam3 
Co.,  141  Fed.  (517. 

See  for  other  forms  of  contracts  for  sale  of  coal  and  construction  thereof, 


1520    CORPORATION  FORMS  AND  PRECEDENTS. 

Hesser  v.  Chicago,  etc..  Coal  Co.,  151  Fed.  190;  Maryland  Coal  &  Coke  Co. 
V.  Quehaiioning  Coal  Co.,   176  Fed.  302. 

See  for  form  of  contract  between  railroads  for  furnishing  coal  held  to  be 
violative  of  the  Interstate  Commerce  Act,  Int.  Com.  Commission  v.  C. 
&  0.  Ry  Co.,  128  Fed.  59. 

Form  1818. 
AGREEMENT  FOR  SALE  AND  PURCHASE  OF  IRON. 

Sale   Memorandum, 

Issued  from  the  Office  of &  Company,  Furnace  Agents. 

Cincinnati,  November  25,   1904. 
No.    79,342. 

Sold  to  The Manufacturing  &  Supply  Company  of  America, 

Cincinnati,    Ohio. 

3,000  tons  Eising  Fawn,  No.  2,  Foundry  Pig  Iron. 

Price  (freight  cash),  $13.85,  cash  30  days,  per  ton  2,240  lbs.  f.  o.  b. 
cars  furnace. 

If  this  lot  is  divided  in  delivery,  settlement  to  be  made  for  each  lot 
promptly  when  delivered. 

Deliverable  about  equally  during  April,  May  and  June. 
Subject  to  possible  delay  from  strikes,  accidents  or  other  cause,  or  delays 
in   transit,   unavoidable  delaying  manufacture  or  delivery. 
Via.  11-26,  1904,  Cinti.,  O. 

Iron  &  Coal  Company, 

Per    &  Company,  Agents. 

The   Manufacturing  &  Supply  Company  of  America, 

Per    

An  agreement  similar  to  the  above  was  construed  and  held  unambiguous 
in  Hirsh  v.  Georgia  Iron  &  Coal  Co.,  169  Fed.  578.  See  as  to  inadmissi- 
bility of  evidence  to  show  custom  or  usage  when  the  words  of  the  contract 
would  be  thereby  contradicted  or  modified,  Lillard  v.  Kentucky  Distilleries, 
etc.,  Co.,  134  Fed.  169;  Sheffield,  etc.,  Co.  v.  Hull  Coke  Co.,  101  Ala.  447; 
Silberman  v.  Clark,  96  N.  Y.  522. 

Form  1819. 
AGREEMENT  FOR  SALE  AND  PURCHASE  OF  LUMBER. 

This  agreement,  made  and  entered  into  this day  of , 

19 ,  by  and  between  The   Lumber  Company,  a  corporation 

organized  and  existing   under  and  by  virtue  of  the  laws  of  the   State  of 

,  party  of  the  first  part,  and  The    Company,  a 

corporation  organized  and  existing  under  and  by  virtue  of  the  laws  of  the 
State  of ,  party  of  the  second  part,  witnesseth: 

That  for  and  in  consideration  of  One  Dollar  ($1.00)  in  hand  paid  by 
each  of  the  parties  hereto  one  to  the  other,  the  receipt  whereof  is  hereby 
confessed  and  acknowledged,  and  of  other  good  and  valuable  considera- 
tions moving  between  the  parties  hereto,  it  is  hereby  agreed  as  follows: 

1.     That  the  said  party  of  the  first  part  agrees  to  sell  and  deliver  to 

said   party   of   the  second  part  all  of  the    inch  Idaho   White  Pine 

lumber  which  grades  No.  1  Common  and  under,  that  is  suitable  for  mak- 
ing   under  the  usual  inspection  of  the  said  party  of  the  second 

part,  which  the  said  party  of  the  first  part  shall  manufacture  during  the 


MISCELLANEOUS  CORPORATE  IXSTRUMEXTS.    1521 

year  19.  . .  .,  for  tlie  sutii  of   Dollars  and   cents 

($ )  per  thousand  feet  Ijoard  measure,  f.  o.  h.  ears  at , 


2.  That  the  amount  of  lumber  so  agreed  to  be  sold  and  delivered 
as  in  the  preceding  paragraph  provided,  shall  be  not  less  than  two  million 
feet  nor  more  than  five  million  feet. 

3.  That  the  said  lumber  shall  be  cut  from  new  logs,  and  be  of  the  best 
quality  of  Idaho  white  pine,  and  be  edged  as  little  as  possible  and  manu- 
factured in  a  workmanlike  inanTicr,  and  shall  be  cut  as  early  in  the  season 
as  possible. 

4.  That,  unless  otherwise  directed  by  the  said  party  of  the  second  part 
or  its  inspector,  the  said  party  of  the  first  jjart  will  pile  all  of  said  lumber 

in  the  usual   manner  of  piling    stock  or  shop  lumber,  and 

stick  it  with  narrow  strips,'  and  place  all  plank  sufliciently  far  apart 
to  admit  a  sufficient  amount  of  air  so  that  said  lumber  will  properly  season 
and  dry,  and  will  pile  all  of  said  lumber  on  good  solid  bottoms  and  in  such 
a  manner  and  with  such  surroundings  that  the  same  will  not  blue  or  sap 
stain,  and  shall  cover  said  lumber  with  double  roofs,  which  shall  be  at  least 
two  feet  longer  than  the  lumber  pile,  and  will  keep  said  roofs  in  good 
condition,  and  will  pile  said  lumber  with  a  clear  space  of  at  least  one 
hundred  feet  surrounding  same,  care  to  be  taken  that  it  is  away  from  any 
mill,  brush,  or  anything  which  will  in  any  manner  increase  the  fire  hazard. 
If  said  party  of  the  second  part  desires  to  have  said  lumber  piled  without 
trimming,  the  said  party  of  the  first  part  will  so  pile  the  same. 

5.  That  the  said  party  of  the  second  part  will  buy  and  receive  from 
the  said  party  of  the  first  part  all  of  the  above  lumber  so  as  above  de- 
livered, and  will  pay  therefor  the  sum  hereinbefore  agreed  to  be  paid 
therefor  as  follows:  When  the  amount  of  lumber  in  pile  upon  which  no 
payment  has  been  made,  amounts  to  five  hundred  thousand  feet  or  more, 
the  same  is  to  be  measured  up  and  ninety  per  cent,  of  the  agreed  price 
therefor,  less  a  discount  of  two  per  cent,  for  cash,  shall  be  paid  to  the 
said  party  of  the  first  part  by  the  said  party  of  the  second  part,  and  the 
other  ten  per  cent,  of  said  agreed  price  shall  be  paid  when  the  said  lumber 
is  thoroughly  seasoned  and  dry  and  inspected  and  accepted  by  said  party 
of  the  second  part,  and  by  said  party  of  the  first  part  placed  on  cars 
and  loaded  in  accordance  with  the  instructions  of  said  inspector  and  ready 
for  shipment. 

6.  That  said  party  of  the  first  part  will,  when  and  as  requested  by 
said   party   of  the   second   part,   load   said   lumber,  without   any   charge   or 

expense  to  said  party  of  the  second  part,  on  cars  at  said 

,  and  ship  the  said  lumber  to  said  party  of  the  second  part,  or 

to  whomsoever  it  may  designate,  provided  it  is  possible  to  secure  cars  for 
shipment  to  the  points  designated  by  the  said  party  of  the  second  part 

7.  That  when  the  lumber  in  any  pile  is  shipped  and  the  actual  amount 
of  the  lumber  contained  in  said  pile  ascertained,  if  it  shall  appear  that  said 
party  of  the  second  part  has  paid  for  more  lumber  than  it  hns  received,  then 
in  such  case  the  said  party  of  the  second  part  shall  be  reimbursed  for  any 
over-payments,  and  if  there  shall  be  an  overrun,  said  party  of  the  second 
part  agrees  to  pay  for  the  same  at  the  contract  rate,  payment  in  either 
case  to  be  made  in  net  cash  without  discount. 

8.  That  upon  the  payment  of  said  ninety  per  cent.  (90%)  of  the  agreed 


1522    CORPORATION  FORMS  AND  PRECEDENTQ.^ ,  ^ . 

purchase  price,  the  ownership  of  said  lumber  so  paid  for  shall  pass  to  the 
said  party  of  the  second  part,  and  said  party  of  the  first  part  shall  im- 
mediately thereafter  plainly  mark  said  j)ilcs  of  lumber  as  the  property  of 
the  said  party  of  the  second  part,  and  advise  the  said  party  of  the  second 
part  as  to  the  number  of  piles  and  the  quantity  of  lumber  contained 
therein,  and  also  the  yard  numbers  of  said  piles,  and  where  located 

9.  That  the  said  party  of  the  first  part  wdl,  at  its  own  expense,  insure 
and  keep  insured,  for  the  benefit  of  the  said  party  of  the  second  part,  in 
a  responsible  company  or  companies,  satisfactory  to  said  party  of  the 
second  part,  for  the  period  of  one  year  from  the  time  of  the  first  pay- 
ment of  ninety  per  cent.,  said  lumber  so  paid  for,  and  will  turn  over  the 
policies  of  insurance  to  the  said  party  of  the  second  part,  and  will  also 
pay  any  and  all  taxes  levied  upon  said  lumber  prior  to  its  being  loaded 
and   shipped   as   hereinbefore   jjrovided   for. 

10.  That  there  shall  be  no  deduction  made  in  measuring  any  plank  on 
account  of  any  wane  on  the  end  thereof  when  such  wane  shall  not  exceed 
one  and  one-half  inches  in  width  and  three  feet  in  length,  save  to  the 
extent   of  the  actual  area  of  said  wane. 

11.  That  all  payments  shall  be  based  upon  the  survey  of  the  said  party 
of  the  second  part,  and  if  any  question  shall  arise  regarding  the  accuracy 
of  such  survey,  a  disinterested  sworn  surveyor,  to  be  agreed  upon  by  the 
parties  hereto,  shall  be  called  to  measure  said  lumber,  and  the  result  of 
his  measurements  shall  be  final  between  the  parties,  and  payment  shall 
be  made  in  accordance  therewith. 

12.  That  the  said  party  of  the  second  part  shall  have  the  right  to  have 
an  inspector  at  the  saw  mill  or  saw  mills  of  the  said  party  of  the  first  part 
engaged  in  the  manufacture  of  said  lumber,  to  inspect  all  logs  used  in  manu- 
facturing said  lumber,  and  give  instructions  to  said  party  of  the  first  part  in 
reference  to  the  quality,  manufacturing,  piling,  loading  and  shipping  of 
said  lumber,  and  all  operations  of  the  said  party  of  the  first  part  in  con- 
nection with  such  manufacturing,  piling,  loading  and  shipping  of  said 
lumber  shall  be  in  accordance  with  the  instructions  of  said  inspector, 
whose  judgment  in  refeience,  to  the  quality  of  said  lumber  and  its  suit- 
ability for  making  ,  and  whose  power  of  acceptance  or  rejec- 
tion of  said  lumber  on  behalf  of  said  party  of  the  second  part  shall  be 
conclusive  and  binding  upon  said  party  of  the  first  part. 

13.  That  the  mention  in  this  agreement  of  either  of  the  said  parties 
hereto  by  name  or  otherwise,  shall  be  deemed  to  include  its  successors  and 
assigns,  unless  otherwise  inconsistent  with  the  terms  and  provisions  hereof. 

In  witness  whereof,  the  said  parties  hereto  have  hereunto,  and  to  a  like 
instrument  of  even  tenor  and  date,  caused  their  names  to  be  hereto  affixed 
and  their  corporate  seals  to  be  hereto  attached  the  day  and  year  first 
above   written. 

[Corporate    Seal  |  Lumber    Company, 

Attest :  By    ,   IMesident. 

Secretary. 

[Corporate  Seal  J  The    Company, 

Attest :  By    ,  President. 

Secretary. 


MISCELLANEOUS  COKPUKATE  INSTRUMENTS.    1523 

(If  desired  in  lieu  of  clauses  4  aud  7  in  the  above  contract,  the  follow- 
ing clauses  may  be  substituted: 

"4.  That  said  party  of  the  first  part  will  pile  all  of  said  lumber 
loosely  and  with  narrow  crossers,  and  in  accordance  with  the  instructions 
of  the  inspector  of  said  party  of  the  second  part,  hereinafter  referred  to, 
and  will  pile  the  same  upon  good  solid  bottoms  satisfactory  to  said  in- 
spector, and  will  cover  said  lumber  with  double  roofs  snt  isfjictory  to  said 
in8i)ector,  which  will  protect  the  ends  at  the  back  of  the  pile,  and  which 
shall  be  at  least  two  feet  longer  than  the  lumber  in  pile,  and  will  keep 
said  roofs  in  good  condition  and  take  care  of  said  lumber  to  the  best  of  the 
ability  of  the  said  party  of  the  first  part." 

"7.     That  when  the  lumber  in  any  pile  is  shipped  and  the  actual  amount 

of  the  lumber  suitable  for  making   under  the  inspection  of  the 

said  party  of  the  second  part  and  accepted  by  it  as  so  suitable,  contained 
in  said  pile  ascertained,  if  it  shall  appear  that  said  party  of  the  second 
I!art  has  paid  for  more  lumber  than  it  has  received,  then  in  such  ease  the 
party  of  the  second  part  shall  be  reimbursed  for  any  over  payments,  and 
if  there  shall  be  an  overrun,  said  party  of  the  second  part  agrees  to  pay 
for  the  same  at  the  contract  rate,  payment  in  either  case  to  be  made  in 
net  cash  without  discount.") 

For  clause  in  contracts  respecting  lumber,  see  Creelman  Lumber  Co.  v.  De 
Lisle.  107  Mo.  App.  ()15;  Barnes  v.  Leidigh,  4(5  Ore.  4.T ;  South  Gardiner 
Lumber  Co.  v.  Bradstreet,  97  Me.  1(5.');  State  v.  Meehan,  92  Minn.  28.3;  Mc- 
llquhan  v.  Barber,  83  Wis.  .500;  Little  v.  Barry,  12.5  Mich.  211;  Osbom  v. 
South  Shore  Lumber  Co.,  91  Wis.  526;  Day  v.  CJravel,  72  Minn.  1.59;  Dennis 
V.  Montesano  Nat.  Bank,  .38  Wash,  4.'>5;  Wagar  Lumber  Co.  v.  Sullivan  Co., 
120  Ala.  558;  Wilce  v.  Kelley  Co.  130  Mich.  319. 

See  for  form  of  contract  to  log  land  and  construction  thereof  by  the 
court,  Taber  Lumber  Co.  v.  O'Neal,  160  Fed.  596. 

See  for  forms  of  agreement  for  purchase  and  sale  of  lumber,  Inman  v. 
Dudley,  etc.,  Lumber  Co.,  146  Fed.  4.52;  I^irsons-Willis  Lumber  Co.  v. 
Stuart,  182  Fed.  779;  Redwine  v.  Continental  Realty  Co.,  184  Fed.  851. 

Form  1820. 

FORM  OF  CONTRACT  WITH  UNITED  STATES  GOVERN- 
MENT (TREASURY  DEPARTMENT). 

Contract   l^etween   the  United  States  of  America  and .,    , 

of    ,    

Whereas,  by  advertisement  duly  made  and  published  according  to  law, 
proposals  were  asked  for   ;  and 

Whereas,  the  proposal  of    ,  furnished  in  response  thereto,  was 

duly  accepted  on  the    ....    day  of    ,   19.  .  .  .,  on   condition  that 

execute  a  contract  in  accordance  with  the  terms  of bid. 

Now,  therefore,  this  agreement,  made  and  entered  into  by  and  between 

,   Secretary   of   the   Treasury,   for   and   in   behalf   of   the   United 

States  of  America,  of  the  first  part,  and  ,  of  the  second  part, 

Witnesseth:  That  the  party  of  the  second  part  for  the  consideration 
hereinafter  mentioned,  covenants  and  agrees  to  and  with  the  jtarty  ot 
the   first   part   to   furnisli   all   of   the  labor   and   materials,   and   to   do  and 

perform  all  of  the  work  required  to in  strict  and  full  accordance 

with  the   requirements   of   drawings   numbered    and   such   other 

detail  drawings  as  may  be  furnished  to  the  party  of  the  second  part  by 


1524    CORPORATION  FORMS  AND  PRECEDENTS. 

the  Supervising  Architet't  of  the  Unitea  States  Treasury  Department;  the 
advertisement  for  proposals,  dated  ,  19....;  "General  Instruc- 
tions   and    Information;"    the    specification    for    the    work;    the    proposal 

dated   ,   19....,  addressed  to  the  said  Supervising  Architect  by 

the    said    party    of    the    second    part;    and    letter    dated    ,    19...., 

addressed  to   the  said  party  of  the  second  part  by    ,  Secretary 

of  the  Treasury,  accepting  said  proposal;  a  true  and  correct  copy  of  each  of 
which  said  papers  is  attached  hereto  and  forms  a  part  of  this  contract; 
and  which  said  numbered  drawings,  bearing  the  signature  of  the  said  Super- 
vising Architect  and  the  signature  of  the  said  party  of  the  second  part, 
are  on  file  in  the  Office  of  the  Supervising  Architect  of  the  United  States 
Treasury  Department,  and  are  hereby  made  a  part  of  this  contract. 

And  the  said  party  of  the  second  part  further  covenants  and  agrees  that 
all  of  the  materials  used  shall  be  of  the  very  best  quality;  that  all  the  work 
performed  shall  be  executed  in  the  most  skillful  and  workmanlike  manner; 
and  that  both  the  materials  used  and  the  work  performed  shall  be  to  the 
entire  and  complete  satisfaction  of  the  said  Supervising  Architect, 

It  is  further  covenanted  and  agreed  that  the  entire  work  shall  be  com- 
pleted within from  the  date  of  the  approval  of  the  bond  hereto 

attached ;  that  any  particular  portion  of  the  work  herein  provided  for  shall 
be  completed  within  such  reasonable  time  as  may  be  hereafter  definitely 
specified  by  the  said  party  of  the  first  part  in  written  notice  to  the  said 
party  of  the  second  part;  and  that  should  the  said  party  of  the  second 
part  fail  to  complete  the  entire  work  or  any  particular  portion  of  the  work 
within  the  time  so  specified,  then  the  said  party  of  the  second  part  shall 

forfeit  to  the  said  party  of  the  first  part   dollars  per  diem,  as 

liquidated  damages,  for  each  and  every  day  thereafter  until  the  completion 
of  the  same;  provided,  that  if,  through  any  fault  of  the  party  of  the 
first  part,  the  party  of  the  second  part  is  delayed  in  the  execution  of  the 
work  included  in  this  contract,  the  party  of  the  second  part  shall  be  allowed 
one  day  additional  to  the  time  above  stated  for  each  and  every  day  of  such 
delay  so  caused,  the  same  to  be  ascertained  by  the  Supervising  Architect; 
provided,  further  that  no  claim  shall  be  made  or  allowed  for  damages 
which  may  arise  out  of  any  delay  caused  by  the  party  of  the  first  part. 

The  party  of  the  second  part  further  covenants  and  agrees  to  hold  and 
save  the  United  States  harmless  from  and  against  all  and  every  demand, 
or  demands,  of  any  nature  or  kind,  for,  or  on  account  of,  the  use  of  any 
patented  invention,  article,  or  appliance,  included  in  the  materials  hereby 
agreed  to  be  furnished  under  this  contract. 

It  is  further  covenanted  and  agreed  by  and  between  the  parties  hereto 

that   the   said   party   of   the   second   part   will,   at    own   expense, 

comply  with  all  municipal  building  ordinances  and  regulations,  in  so  far 
as  the  same  are  binding  upon  the  United  States,  and  obtain  all  required 
licenses  and  permits,  and  be  responsible  for  all  damages  to  persons  or 
property  which  may  occur  in  connection  with  the  prosecution  of  the  work; 
that  all  work  called  for  by  the  drawings  and  specifications,  though  every 
item  be  not  particularly  shown  on  the  first  or  mentioned  in  the  second, 
shall  be  executed  and  performed  as  though  such  work  were  particularly 
shown  and  mentioned  in  each,  respectively,  unless  otherwise  specifically 
provided;  that  all  materials  and  work  furnished  shall  be  subject  to  the 
approval   of  the  said   Supervising  Architect;    and  that  said  party  of  the 


MISCELLAXEOrS  CORPORATE  INSTRUMENTS.    1G25 

second  part  slwill  I)l'  responsible  for  tlic  proper  care  and  i)rote(tion  of  all 
materials  delivered  and  work  performed  by  until  the  com- 
pletion and   final   acccptanee  of  same. 

It  is  furllicr  covenanted  and  agreed  by  and  l)et\veen  the  jjarties  hereto 
that  the  said  party  of  the  second  part  will  make  any  omissions  from,  or 
additions  to,  the  work  or  materials  herein  provided  for  whenever  required 
by  said  party  of  the  first  jiart;  the  valuation  of  such  work  and  materials, 
if  not  ajjreed  upon,  to  be  determined  on  the  Ijasis  of  the  contract  unit  of 
value  of  material  and  work  referred  to;  or,  in  the  absence  of  such  unit  of 
value,  ou  prevailing  market  rates;  which  market  rates,  in  case  of  dispute, 
are  to  be  determined  by  the  said  Supervising  Architect,  whose  decision 
with  reference  thereto  shall  be  binding  upon  both  parties;  and  that 
no  claim  for  damages,  on  account  of  such  changes  or  for  anticipated  profits, 
shall   be   made   or   allowed. 

It  is  further  covenanted  and  agreed  that  no  claim  for  (-(jnipensiition 
for  any  extra  materials  or  work  is  to  be  made  or  allowed,  unless  the  same 
be  specifically  agreed  upon  in  writing  or  directed  in  writing  by  the  party 
of  the  first  part;  and  that  no  addition  to,  or  omission  from,  the  work 
herein  specifically  provided  for  shall  make  void  or  affect  the  other  provi- 
sions or  covenants  of  this  contract,  but  the  difference  in  the  cost  thereby 
occasioned,  as  the  case  may  be,  shall  be  added  to  or  deducted  from  the 
amount  of  the  contract;  and,  in  the  absence  of  an  express  agreement  or 
provision  to  the  contrary,  no  addition  to,  or  omission  from,  the  work  herein 
specifically  provided  for  shall  be  construed  to  extend  the  time  fixed  herein 
for  the  final  completion  of  the  work. 

It  is  further  covenanted  and  agreed  by  and  between  the  parties  hereto 
that  all  materials  furnished  and  work  done  under  this  contract  shall  be  sub- 
ject to  the  inspection  of  the  Supervising  Architect,  the  superintendent  of  the 
building,  and  of  other  inspectors  ai)pointed  by  the  said  party  of  the  first 
part,  with  the  right  to  reject  any  and  all  work  or  material  not  in  accordance 
with  this  contract;  and  the  decision  of  said  Supervising  Architect  as  to 
quality  and  quantity  shall  be  final.  And  it  is  further  covenanted  and  agreed 
by  and  between  the  parties  hereto,  that  said  party  of  the  second  part  will 

at    expense,    within   a   reasonable   time   to   be   specified   by   the 

Supervising  Architect,   remedy   or   remove   any  defective   or   unsatisfactory 

material  or  work ;   and  that,  in  the  event  of failure  immediately  to 

proceed  and  faithfully  continue  so  to  do,  said  party  of  the  first  part  may 
have  the  same  done  and  charge  the  cost  thereof  to  the  account  of  said  party 
of  the  second  part. 

It  is  further  covenanted  and  agreed  by  and  between  the  parties  hereto 
that  until  final  inspection  and  acceptance  of,  and  payment  for,  all  of  the 
material  and  work  herein  provided  for,  no  prior  inspection,  payment  or 
act  is  to  be  construed  as  a  waiver  of  the  right  of  the  party  of  the  first  part 
to  reject  any  defective  work  or  material  or  to  require  the  fulfillment  of  any 
of  the  terms  of  the  contract. 

It  is  further  covenanted  and  agreed  by  and  between  the  parties  hereto 
that  if  the  said  party  of  the  second  part  shall  fail  to  complete  the  work 
herein  contracted  for,  or  any  part  thereof,  in  accordance  with  this  agree- 
ment, within  the  time  herein  provided  for.  or  shall  fail  to  prosecute  said 
work  with  such  diligence  as  in  the  judgment  of  the  party  of  the  first  part 
will   insure  ttie  completion  of  the  said   work   within   the   time   liereinbefore 


1526    CORPORATION  FORMS  AND  PRECEDENTS. 

provided,  the  said  party  of  the  first  part  may  withhold  all  payments  for 
work  in  place  until  final  completion  and  acceptance  of  same,  and  is 
authorized  and  empowered,  after  eight  days'  due  notice  thereof  in  writing, 
served  personally  upon  or  left  at  the  shop,  office,  or  usual  place  of  abode 

of  the  said  party  of  the  second  part,  or  with agent,  and  the  said 

party  of  the  second  part  having  failed  to  take  such  action  within  the  said 
eight  days  as  will,  in  the  judgment  of  the  said  party  of  the  first  part, 
remedy  the  default  for  which  said  notice  was  given,  to  take  possession  of 
the  said  work  in  whole  or  in  part  and  of  all  machinery  and  tools  employed 
thereon  and  all  materials  belonging  to  the  said  party  of  the  second  part 
delivered  on  the  site,  and,  at  the  expense  of  said  party  of  the  second 
part,  to  complete  or  have  completed  the  said  work,  and  to  supply  or  have 
supplied  the  labor,  materials,  and  tools,  of  whatever  character,  necessary 
to  be  purchased  or  supplied  by  reason  of  the  default  of  the  said  party  of 
the  second  part;  in  which  event  the  said  party  of  the  second  part  shall 
be  further  liable  for  any  damage  incurred  through  such  default  and  any 
and   all    other   breaches   of   this   contract. 

And  the  said  party  of  the  first  part,  acting  for  and  in  behalf  of  the 
United  States,  covenants  and  agrees  to  pay,  or  cause  to  be  paid  unto  the  said 

party    of   the   second   part,   or   to    ,   in   lawful   money   of   the 

United  States,  in  consideration  of  the  herein  recited  covenants  arid 
agreements  made  by  the  party  of  the  second  part,  the  sum  of 

And  the  party  of  the  first  part  covenants  and  agrees  that  payment  will 

be  made  in  the  following  manner,  viz:    per  cent.   ( tenths) 

of  the  value  of  the  work  executed  and  actually  in  place,  to  the  satisfaction 
of  the  party  of  the  first  part,  will  be  paid  from  time  to  time  as  the  work 
progresses    (the    said   value   to  be   ascertained   by   the   party   of   the   first 

part),  and per  cent.  ( . .  .  .   tenths)  thereof  will  be  retained  until 

the  completion  of  the  entire  work,  and  the  approval  and  acceptance  of  the 
same  by  the  party  of  the  first  part,  which  amount  shall  be  forfeited  by  said 
party  of  the  second  part  in  the  event  of  the  nonfulfillment  of  this  contract ; 
it  being  expressly  covenanted  and  agreed  that  said  forfeiture  shall  not 
relieve  the  party  of  the  second  part  from  liability  to  the  party  of  the 
first  part  for  any  and  all  damages  sustained  by  reason  of  any  breach  of 
this  contract. 

It  is  an  express  condition  of  this  contract  that  no  member  of  Congress, 
or  other  person  whose  name  is  not  at  this  time  disclosed,  shall  be  admitted 
to  any  share  in  this  contract,  or  to  any  benefit  to  arise  therefrom;  and  it 
is  further  covenanted  and  agreed  that  this  contract  shall  not  be  assigned. 

In  witness  whereof,  the  parties  hereto  have  hereunto  subscribed  their 
names  this   ....   day  of   ,  A.  D.  19.  . . . 

All  erasures,  alterations  and  inter- 
lineations   to    be   noted   here   before 

execution.  

Secretary  of  the  Treasury. 

Contractor, 
Witnesses  to  the  signature  of  the  contractor: 


MISCELLANEOUS  CORPORATE  INSTRUMENTS.    1527 

We    horehy    certify    tliat    this    oontraet    add    bon.l    liave    been    correctly 
prepared  and  compared. 


Chief  of  the   Law   and    liecords   iJivision. 
Chief  of  the  Computer  's  Division. 


Form  1820a. 

FORM  OF  BOND  FOR  CONTRACT  WITH  UNITED  STATES 

(TREASURY  DEPT.). 

Know    all   men   by   these   presents,   tiiat   we,    ,   of   the   City   of 

,  County  of and  State  of ,  principal.  .  ;   and 

,   of   the   City   of    ,   County   of    ,   and  State  of 

J    and    ,    of    the    City    of     ,    and    County    of 

,  and  State  of ,  sureties,  are  held  and  firmly  bound  unto 

the  United  States  of  America  in  the  sum  of dollars,  lawful  money 

of  the  United  States,  for  the  payment  of  which,  well  and  truly  to  be  made 
to  the  United  States,  we  bind  ourselves,  our  heirs,  executors,  and  adminis- 
trators, jointly  and  severally,  firmly  by  these  presents. 

Sealed  with  our  seals  and  dated  this  ....   day  of ,  A.  D.  19.  .  .  . 

The   condition   of   the   above   obligation   is   such,   that   whereas   the   said 

ha....    entered   into   a   certain   contract,   hereto   attached,   with 

,   Secretary   of    the   Treasury,   acting   for   and   in    behalf   of   the 

United  States,  bearing  date  the    ....    day  of    ,  A.   D.   19....: 

Now,  if  the  said    shall  well  and  truly  fulfill  all  the  covenants 

and   conditions   of   said   contract,   and   shall   perform    all    the  undertakings 

therein  stipulated  by   to  be  performed,  and  shall  well  and  truly 

comply  with  and  fulfill  the  conditions  of,  and  perform  all  of  the  work 
and  furnish  all  the  labor  and  materials  required  by,  any  and  all  changes 
in,    or    additions    to,    said    contract    which    may    hereafter    be    made,    and 

shall  perform  all  the  undertakings  stipulated  by to  be  performed 

in  any  and  all  such  changes  in,  or  additions  thereto,  notice  thereof  to  the 
said   sureties  being  hereby   waived,   and   shall   promptly   make   payment   to 

all  persons  sui)plying    labor  or  materials   in   the  prosecution   of 

the  work  contemplated  by  said  contract,  then  this  obligation  to  be  void; 
otherwise  to  remain   in  full  force  and  virtue. 

In  testimony   whereof,   the   said    ,   principal,   and    , 

and   ,  sureties,  have  hereunto  subscribed  their  hands  and   affixed 

their  seals  the  day  first  above  written. 

Signed,  sealed  and  delivered  in  the 
presence  of: 

I [Seal] 


[Seal] 


t [Seal] 


1528    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1821. 

CERTIFIED  COPY  OF  CONTRACT  WITH  UNITED  STATES 
(TREASURY  DEPT.). 

United  States  of  America. 

Treasury  Department, 

,19-.-- 

Pursuant  to  Section  88:2  of  the  Revised  Statutes,  1  hereby  certify  that 
the  annexed  papers  are  true  and  correct  copies  of  the  original  docu- 
ments constituting   the  contract   and  bond  entered  into  by    for 

,   on   file    in   this   Department. 

In  witness  whereof,  I  have  hereunto  set  my  hand,  and  caused  the  seal 
of  the  Treasury  Department  to  be  affixed  on  the  day  and  year  first 
written. 


Secretary  of  the  Treasury. 

See  for  forms  of  notice  of  reception  of  proposals  for  public  work  and 
form  of  bid,  U.  S.  v.  Stone,  177  Fed.  321. 

See  for  agreement  to  complete  unfinished  public  work,  and  construction 
thereof,  and  for  form  of  bond  to  complete  such  work,  Hardaway  &  Powell 
V.  Nat.  Surety  Co.,  150  Fed.  465. 

See  for  form  of  guaranty  of  making  contract  for  public  work,  if  bid 
accepted,  U.  S.  v.  Stone,  etc.,  Co.,  177  Fed.  321,  where  extracts  from  the 
contract  which  was  awarded  to  the  bidder  are  set  forth. 

Form  1822. 

AGREEMENT  FOR  RIGHT  TO  LAY  WATER  PIPES  AND 
CONVEY  WATER  OVER  LAND. 

This    agreement,    made    the     ....     day    of    ,    19....,    between 

The   Company,  a   corporation,  party  of  the  first  part, 

and  The Company,  a corporation,  party  of  the  second 

part. 

Whereas,  said  party  of  the  first  part  is  the  owner  of  a  certain  tract  of 

land  situate  in  the  Village  of   ,  County  of ,  and  State 

of    ,    bounded    as    follows:     (Description.),    which    tract    of    land 

is  more  particularly  described  and  delineated  on  the  plat  thereof  attached 
hereto  and  marked  Exhibit  "A,"  and  which  tract  of  land  will  for  brevity 
be  hereinafter  termed  "said  premises;"  and 

Whereas,  said  party  of  the  second  part  owns  a  certain  manufacturing 
plant   located   upon   a  tract   of  land   owned   Ijy   it,  situate   in   said  Village 

of   ,  lying  west  of  said  premises,  and  has  applied  to  said  party 

of  the  first  part  to  grant  to  it  such  rights  of  conveying  water  taken  from 
the  canal  delineated  upon  said  plat,  in,  through  and  under  said  premises, 
for  the  purpose  of  said  manufacturing  plant  so  owned  by  said  party  of 
the  second  part,  and  such  other  rights  of  access  and  incidental  rights 
as  are  hereinafter  described,  which  said  party  of  the  first  part  has  agreed 
to  do  upon  the  terms  hereinafter  expressed; 

Now  this   Indenture   witnesseth,   as   follows: 

1.  In  consideration  of  One  Dollar  ($1.00)  this  day  in  hand  paid  by  said 
party  of  the  second  part  to  said  party  of  the  first  part,  tha  receipt  whereof 
is  hereby  confessed  and  acknowledged,  and  of  the  covenfmts  on  the  part 


MISCELLANEOUS  CORPORATE  INSTRUMENTS.    1529 

of  said  j)arty  of  the  set-ond  part  hereinafter  contained,  said  party  of  the 
first  part  hereby  grants  to  said  party  of  the  secon<l  part  the  rights  and 
liberties  following,  namely, — 

(a)  The  right,  for  the  purpose  of  conveying  water  from  said  canal 
to  such  manufacturing  plant  of  said  party  of  the  second  part,  to  lay, 
maintain  and   use,  through  and  under  said  premises,  a  line  of  water  pipe 

of  not   exceeding    inches   in   diameter,  and   build   all  proper  and 

usual  accessories  suitable  for  the  same,  from  a  point  marked  "A"  on 
said  plat,  to  a  point  marked  "B"  thereon  in  the  respective  courses  shown 
by  a  dotted  line  on  said  plat  so  that  said  line  of  pipe  shall  be  laid  not  less 

than    feet  below  the  surface  of  the  earth  in  covered  trenches,  and  so 

that  no  unnecessary  damage  shall  be  done  to  said  premises,  and  so  that 
upon  the  completion  of  the  work  the  surface  shall  be  restored  to  its 
present  condition,  or  as  near  thereto  as  shall  be  reasonably  possible. 

(b)  Liberty  from  time  to  time  to  enter  upon  said  premises  and  to 
open  up  said  line  of  pipe,  or  any  part  thereof,  for  the  purpose  of  repairing 
or  renewing  the  same  as  occasion  may  require,  doing  no  unnecessary 
damage  to  said  premises  and  restoring  the  surface  thereof  whenever  opened 
up,  as  soon  as  may  be. 

(c)  Liberty  to  enter  upon  said  premises  and  to  remove  said  pipe 
whenever  said  party  of  the  second  part  shall  determine  to  abandon  the 
use  thereof,  or  whenever  the  right  to  maintain  the  same  upon  said  premises 
for  any  reason  shall  cease,  doing  no  unnecessary  damage  to  said  premises, 
and  restoring  the  surface  thereof  when  so  opened  up,  as  soon  as  may  be. 

To  hold  and  enjoy  the  said  rights  and  liberties  hereby  granted  unto 
the  said  party  of  the  second  part  forever,  subject  to  determination  as 
hereinafter  provided. 

2.  Said  party  of  the  second  part  covenants  with  said  party  of  the 
first  part  as  follows;   namely, — That  said  party  of  the  second  part, 

(a)  Will  do  all  works  and  things  hereby  authorized  to  be  done  by  it 
upon  or  affecting  said  premises,  in  a  good  and  workmanlike  manner,  and 
so  as  to  cause  no  unnecessary  damage  or  disturbance  to  said  premises; 

(b)  Will  be  responsible  for  and  pay  to  said  party  of  the  first  part 
any  damages  occasioned  to  it  by  said  party  of  the  second  part  or  its 
agents  in  so  laying,  repairing,  renewing,  or  removing  said  line  of  pipe, 
or  any  part  thereof,  or  by  reason  of  said  pipes  leaking,  breaking  or 
bursting,  or  that  may  result  from  any  reason  or  cause  to  said  party  of 
the  first  part  or  to  said  premises  in  consequence  of  the  granting  by  said 
party  of  the  first   part  of  said  rights  and  privileges; 

(c)  Will  keep  said  party  of  the  first  part  indemnified  against  all 
actions,  claims  and  demands  that  may  be  lawfully  brought  or  made  against 
it  by  reason  of  anything  done  by  said  party  of  the  second  part  in  exercise 
or  purported  exercise  of  the  rights  and  privileges  hereby  granted; 

(d)  Will  keep  the  pipes  and  other  works  of  said  party  of  the  second 
part,  which  shall  be  laid  or  constructed  in  said  premises,  in  good  repair 
and    condition; 

(e)  Will  at  any  time,  upon   days'  duly  authorized  written  notice 

given. by  said  party  of  the  first  part,  that  it  desires  to  erect  a  building  or 
buildings  upon  that  part  of  said  i)remises  upon  which  said  line  of  pipe 
is  so  laid  or  situate,  or  any  part  thereof,  remove  said  line  of  pipe  and 
relay  the  same  in  such  courses  and  manner  as  the  officer  or  agent  of  said 


1530    CORPORATION  FORMS  AND  PRECEDENTS. 

party  of  the  first  part  specified  in  said  notice  shall  determine,  and  restore 
the  said  premises,  or  such  part  thereof,  from  which  said  line  of  pipe,  or 
any  part  thereof,  was  removed,  and  in  which  said  line  of  pipe,  or  any  part 
thereof,  may  be  relaid,  as  may  have  been  opened,  disturbed  or  damaged  by 
said  party  of  the  second  part,  to  the  same,  or  as  good  a  state  and  condition 
as  they  were  in  immediately  before  the  time  of  said  removal  or  re-laying; 

(f)     Will,   whenever   its   right   to   maintain   the  said   line   of   pipe  upon 

said  premises  shall   cease, '  within    days  thereafter,  remove  said  line 

of  pipe  from  said  premises,  and  in  such  case  and  also  in  case  it  desires  to 
abandon  the  use  of  said  line  of  pipe  and  remove  the  same  from  said 
premises,  will  restore  the  said  premises,  or  such  part  thereof  as  have 
been  opened,  disturbed  or  damaged  by  said  party  of  the  second  part,  to 
the  same,  or  as  good  a  state  and  condition,  as  they  were  in  immediately 
before  the  date  of  such  removal. 

3.  If  there  shall  be  any  breach  of  any  of  the  covenants  on  the  part 
of  the  said  party  of  the  second  part,  or  the  conditions  herein  contained, 
then  and  in  any  such  case,  it  shall  be  lawful  for  said  party  of  the  first 

part  on days'  notice  in  writing  given  to  said  party  of  the  second  part, 

to  determine  these  presents,  and  thereupon  the  same  shall  be  determined 
without  prejudice  to  the  remedies  of  either  party  in  respect  of  anything 
done  or  suffered  before  said  determination,  or  to  any  right  accruing  to 
either  party   under   the  provisions   hereof. 

A.  Said  party  of  the  first  part  covenants  with  said  party  of  the 
second  part  that  said  party  of  the  second  part  performing  and  observing 
the  covenants  and  conditions  on  its  part  to  be  performed  and  observed, 
may  peaceably  hold  and  enjoy  the  rights  and  liberties  hereby  granted 
without  any  interruption  on  the  part  of  the  said  party  of  the  first  part. 

5.  The  mention  in  this  agreement  of  either  of  the  said  parties  hereto 
by  name  or  otherwise,  shall  be  deemed  to  include  its  successors  and  assigns, 
unless  otherwise   inconsistent  with  the  terms  and  provisions  hereof. 

In  witness  whereof  the  parties  hereto  have  caused  their  respective  names 
to  be  signed  hereto  by  their  proper  officers  thereunto  duly  authorized, 
and  their  respective  corporate  seals  to  be  hereto  attached  and  duly  attested 
the   day  and  year   first  above  written. 

Executed    in   duplicate. 

The   Company, 

Attest :  By    

Its  President. 

Secretary. 

The Company, 

Attest :  By    

Its    President. 

Secretary. 

(Acknowledgments  of  both  parties.) 


MISCELLANEOUS  CORPORATE  LNSTRUMENTS.    1531 

Form  1823. 
AGREEMii^NT  FOR  RIGHT  OF  WAY  OF  RAILROAD. 

STATE    OF    VIWCIXIAJ 
County.! 

Know    all    men    by    these    presents,    that    ,    of   the    County    and 

State  aforesaid,  for  and  in  consideration  of  the  sum  of  One  Dollar  ($1.00) 

to, in  hand  paid  by Company,  the  refcipt  of  which 

is  hereby  acknowledged,  do  hereby  give  and  grant  unto  the  said 

Company,    its   successors,    assigns   or   nominees,   the   right   to   purchase   at 

the   price   hereinafter   mentioned,   and    hereby   agree   to  sell   to 

said  Company,  its  successors,  assigns  or  nominees,  at  and  for  the  price 
or  sum  of Dollars  ($ )  per  acre,  such  of land,  situ- 
ated, lying  and  being  in  the  County  and  State  aforesaid,  as  may  be  necessary 

for  a  right  of  way  for  the  proposed  railroad  between and , 

,  as  the  same  has  been  located  by  survey  and  will  extend  through 

land    as    described    and    located    by    the    " Survey" 

as  follows:  (Description.)  Such  right  of  way  to  be  at  least  thirty  (30) 
feet   in   width   on   each  side   of   the   center  line   of  said   proposed  railroad 

track.      And    do    further   agree   to   execute   and   deliver  to   said 

Company,  its  successors,  assigns  or  nominees,  a  good  and  suf- 
ficient deed  with  general  warranty  and  the  modern  statutory  covenants 
for  said  right  of  way  in  which  all  necessary  and  proper  parties  are  to 
be   joined,    properly   acknowledged   and    ready   for   record,   vesting   in   said 

Company,    a    good,    marketable    title   to    said   strip    of   land   or 

right   of   way   in   fee   simple,   free   from   any   and   all   encumbrances,   upon 

the  payment  to of  the  said  sum  of  money,  less  the  amount  of  the 

consideration    first    hereinbefore    recited    on    or    before    ,    19.... 

And  further  said  grantor.  .  further  agree.  .  to  sell  such  additional  land  or 
lands  to  said  grantee,  and  execute  a  general  warranty  deed  therefor, 
upon  being  paid  the  same  price  per  acre,  which  is  necessary  to  maintain 
proper  slopes  to  the  excavations,  fill  and  embankments,  in  the  building  of 
said    railroad. 

This  option  is  to  be  exercised  by  said   Company,  on  or  before 

,  19 or  the  same  shall  be  void  and  the  amount  of  the  con- 
sideration therefor  first  hereinbefore  recited  shall  be  forfeited  to  the 
undersigned. 

In   witness    whereof have   hereunto    subscribed    name 

and  aflSxed seal,  this  the   ....   day  of ,  19.  .  .  . 

[Se.m.] 

[Seal] 

Witness: 


( Acknowledgment. ) 

See  for  form  of  agreoinont  for  dejjosit  of  tailings  from  mine  and  release 
of  damages,  Schwal)  v.  Smuggler-X^nion  Min,  Co.,  174  Fed.  30.5. 


1532    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1824. 

LEASE  OF  PREMISES  FOR  STORAGE  OF  CONSIGNED 
PROPERTY. 

This  agreement,  made  the  13th  day  of  February,  1903,  between  the 
Diamond  State  Steel  Company,  a  corporation  existing  under  the  laws 
of  the  State  of  Delaware,  of  the  first  part  and  the  Philadelphia  Ware- 
house Company,  a  corporation  existing  under  the  laws  of  the  Common- 
wealth  of   Pennsylvania,   of   the  second   part,  witnesseth. 

Whereas,  it  has  been  agreed  between  the  parties  hereto  that  the 
premises  hereinafter  described  shall  be  leased  by  the  party  of  the  first 
part  to  the  party  of  the  second  part  for  the  storage  of  property  consigned 
to  the  party  of  the  second  part  as  security  for  advances,  the  said  premises 
being  maintained  at  the  expense  of  the  party  of  the  first  part: 

Now  therefore,  this  agreement  witnesseth  that  for  the  term  of  one 
year  from  the  date  hereof,  and  for  so  long  thereafter  as  any  property 
shall  remain  thereon  which  has  not  been  released  on  repayment  to  the 
party  of  the  second  part  of  all  advances  and  charges  on  the  same,  the 
party  of  the  first  part,  in  consideration  of  the  benefits  to  accrue,  and  of 
the  yearly  rental  or  sum  of  one  dollar,  receipt  whereof  in  advance  is 
hereby  acknowledged,  hath  leased  and  demised,  and  by  these  presents 
doth  lease  and  demise,  unto  the  party  of  the  second  part  premises  at 
works  of  the  party  of  the  first  part  at  Wilmington,  Delaware,  particu- 
larly described  as  follows,  viz:     (Description  omitted.) 

To  have  and  to  hold  said  premises,  with  the  appurtenances,  unto  the 
party  of  the  second  part;  together  with  the  right  in  the  party  of  the 
second  part  to  have  at  all  times  by  their  agents,  servants,  or  employees, 
free  ingress  and  egress  to  and  from  the  same,  through  or  over  any  other 
premises  of  the  party  of  the  first  part;  and  the  right  to  place  and  main- 
tain such  signs  and  marks  thereon,  or  on  the  property  stored  thereon,  as 
may  be  necessary  to  indicate  the  proprietorship  of  said  party  of  the 
second  part;  and  the  paramount  right  at  all  times  during  the  continuance 
of  this  lease  to  employ  any  facilities  of  the  party  of  the  first  part  for 
receiving,  handling,  weighing,  storing,  caring  for,  packing,  shipping,  or 
delivering  property. 

It    is    further    agreed   that: 

1.  The  party  of  the  first  part  shall  furnish  all  material  and  labor  and 
bear  all  expenses  for  keeping  and  maintaining  said  premises  in  good  order 
and  repair,  and  for  the  employment  of  a  custodian  by  the  party  of  the 
second  part,  and  for  receiving,  handling,  weighing,  storing,  caring  for, 
packing,  shipping,  or  delivering,  property  taken  into,  or  delivered  from,  said 
premises  in  such  manner  as  the  party  of  the  second  part  shall  direct; 
and  in  consideration  thereof  charge  for  storage  by  the  party  of  the  second 
part  prior  to  the  maturity  of  advances  made  on  merchandise  stored  shall 
be  waived,  and  thereafter  shall  be  ten  (10)  dollars  per  day  or  fraction 
thereof. 

2.  The  party  of  the  second  part  shall  not,  without  consent  of  the  party 
of  the  first  part,  for  all  or  any  part  of  the  term  hereby  granted,  sub  let 
the  said  premises,  or  occupy  or  use  the  same  in  any  other  manner  than 
for  storage  purposes,  and  for  the  transaction  of  such  business  as  may  be 
connected  therewith,  or  incident  thereto. 


MISCELLANEOUS  CORPORATE  INSTRUMENTS.  1533 

3.  Should  the  party  of  the  first  part  violate  any  of  the  terms  or  con- 
ditions of  this  lease;  or  in  any  manner  interfere  with,  or  make  difficult, 
the  duties  of  the  agents,  servants,  or  employees  of  the  party  of  the 
second  part;  or  become  insolvent;  or  should  the  premises  hereby  leased 
become  involved  in  any  manner  in  litigation;  or  should  the  party  of  the 
first  part,  or  the  party  of  the  second  part,  be  ejected  or  ousted  therefrom 
or  proceedings  be  begun  for  that  purpose;  or  should  the  party  of  the 
second  part  at  any  time  deem  it  necessary  for  the  protection  of  their 
interests  or  of  the  property  stored;  then  the  party  of  the  second  part  shall 
have  the  right  to  remove  all  property  from  the  premises  herein  described 
to"  such  other  place  or  places  as  the  party  of  the  second  part  may  deem 
proper  or  expedient;  and  in  case  of  any  such  removal  the  party  of  the 
first  part  undertakes  and  agrees  to  pay  to  the  party  of  the  second  part 
all  expenses  of  such  removal,  and  of  storing  said  property  elsewhere, 
until  the  property  so  stored  shall  be  released  on  repayment  to  the  party 
of  the  second  part  of  all  advances  and  charges  upon  the  same. 

4.  The  i)arty  of  the  first  part  agrees  to  execute  or  cause  to  be  executed 
any  further  agreement  or  agreements  that  may  be  necessary  to  secure  the 
convenient  use  and  enjoyment  of  the  premises  hereby  leased  by  the  party 
of  the  second  part. 

In  witness  whereof,  etc. 

The  above  instrument  is  part  of  a  transaction  whereby  the  pledge  of  prop- 
erty though  remaining  on  the  premises  of  the  pledgor  was  upheld.  See 
Phila.  Warehouse  Co.  v.  Winchester,  156  Fed.  600,  where  other  instruments 
in  connection  with  such  pledge  are  set  forth.  See  also  two  next  succeed- 
ing forms. 

The  following  is  the  Syllabus  prepared  by  the  Court  in  the  case  cited : 

"The  Philadelphia  Warehouse  Company,  being  engaged  in  the  business 
of  advancing  cash  or  giving  credit  to  manufacturing  and  other  establish- 
ments on  the  security  of  a  pledge  of  merchantable  commodities,  loaned 
$150,000  to  the  Diamond  State  Steel  Company  on  collateral  notes  of  the 
latter  company,  taking  from  it  leases  of  portions  of  its  premises  on  which 
personal  property  intended  as  security  for  such  notes  and  their  renewals 
was  situated,  and  pursuant  to  contract  with  the  steel  company  appointed 
a  custodian  of  the  leased  premises  and  of  the  personal  property  deposited 
or  thereafter  to  be  depositeil  thereon;  the  custodian  being  an  employe  of 
the  steel  company.  The  custodian  duly  took  possession  of  the  leased 
premises  and  placed  and  continuously  maintained  thereon  in  a  number  of 
conspicuous  positions  signs  and  placards  plainly  indicating  that  the  ware- 
house companv  was  the  owner  of  or  specTally  interested  in  the  jiersonal 
property  thereon.  Held,  that  a  valid  pledge  of  such  personal  property 
was  created  in  favor  of  the  warehouse  company  which  should  be  enforced 
against  receivers  of  the  steel  company.  Due  and  reasonable  care  should 
be  observed  by  a  pledgee  to  negative  the  existence  of  ostensible  ownership 
in  the  pledgor,  and  to  this  end  such  means  should  be  resorted  to  as  fairly 
to  inform  or  put  third  persons  on  inquiry;  but  the  common-law  doctrine 
of  pledge  does  not  require  the  adoption  of  such  means  of  giving  notice 
to  the  public  as  absolutely  to  insure  to  all  ]iersons  dealing  with  the 
pledgor  knowloiige  of  the  existence  of  the  pledge,  nor  should  it  be  so 
strained  as  to  shock  reason  and  negative  in  large  measures  the  validity 
of  pledges  fairly  made  for  the  accomplishment  of  useful  ends  in  extensive 
industrial  operations.  The  signs  and  i>lacards  placed  by  the  warehouse 
company  on  the  leased  premises  being  of  such  character  as  to  attract  the 
attention  of  persons  of  ordinary  intelligence  and  capable  of  reading  and 
understanding  the  English  language,  and  being  plainly  visible  to  those  visit- 
ing the  premises  and  using  reasonable  care  and  circumspection,  the  ware- 
bouse  companv   fullv   discharged   its   duty   to   negative  ostensible   ownership 


1534    CORPORATiqX  FORMS  AND  PRECEDENTS. 

in  the  steel  eoiiipaiiy.  The  fact  that  the  steel  company  had  some  of  its 
own  iinpleilged  property  on  the  leased  premises  could  not,  as  af^ainst  rea- 
sonable notice  to  the  public  attorded  by  sijjns  and  placards,  establish 
ostensible  ownership  in  that  company  of  the  pledged  property;  for,  while 
it  might  have  a  tendency  to  create  belief  on  the  part  of  third  persons 
that  the  unpledged  property  on  the  leased  premises  was  in  fact  pledged, 
the  effect  of  such  belief,  far  from  causing  false  credit  to  be  given  to  the 
steel  company,  would  tend  to  deter  third  persons  from  extending  to  that 
company  credit  which  otherwise  it  might  receive." 

Form  1825. 
APPOINTMENT  OF  CUSTODIAN  OF  PLEDGED  PROP-    . 
ERTY  SITUATED  ON  PREMISES  LEASED  FROM 
PLEDGOR. 

This  agreement,  made  the  13th  day  of  February,  1903,  between  the 
Philadelphia  Warehouse  Company,  a  corporation  existing  under  the  laws 
of  the  Commonwealth  of  Pennsylvania,  of  the  first  part,  and  Frank  W. 
Todd,  of  Wilmington,  Delaware,  of  the  second  i)art,  witnesseth: 

The  party  of  the  first  part  hereby  constitutes  and  appoints  the  party 
of  the  second  part  custodian  in  charge  of  their  premfises  at  the  works  of 
the  Diamond  State  Steel  Company,  at  Wilmington,  Delaware,  now  or  here- 
after held  or  which  may  hereafter  be  held  under  lease  from  the  Diamond 
State  Steel  Company,  and  of  the  property  deposited  or  stored  on  said 
premises,  or  which  may  hereafter  be  deposited  or  stored  thereon.  The 
party  of  the  second  part  shall  maintain  at  all  times  exclusive  possession 
of  said  premises,  and  see  that  the  proprietorship  of  the  party  of  the  first 
part  therein  is  continuously  made  known  by  the  maintenance  of  conspicu- 
ous signs  thereon,  or  on  the  property  stored  thereon,  to  give  notice  to 
parties  visiting  the  premises  of  the  possession  thereof  of  the  party  of  the 
first  part.  He  shall  be  responsible  for  the  safe  keeping  of  the  property 
of  the  party  of  the  first  part  while  on  storage  on  said  premises,  making 
delivery  thereof  only  upon  presentation  of  the  written  order  of  an  author- 
ized oflicer  of  the  party  of  the  first  part;  he  shall  keep  accurate  accounts 
thereof  and  of  receipts  and  deliveries  thereof;  reporting  to  the  party  of  the 
first  part  weekly  or  oftener  as  required;  under  general  instructions  of  the 
party  of  the  first  part  he  may  deliver  from  time  to  time  to  the  Diamond 
State  Steel  Company  for  their  own  use  pledged  merchandise  in  excess  of  the 
aggregate  gross  value  deemed  necessary  for  the  protection  of  the  loans 
which  at  the  time  of  such  delivA-y  are  outstanding.  Party  of  the  second 
part  agrees  to  calculate  value  of  pledged  merchandise  at  schedule  valua- 
tions to  be  fixed  by  party  of  the  first  part.  And  upon  the  termination  of 
his  employment  he  shall  account  for  all  property  which  has  been  placed  in 
his  custody  and  shall  deliver  the  same  to  his  successor  as  custodian,  or 
to  such  other  person  or  persons  as  the  party  of  the  first  part  may  direct. 
The  party  of  the  second  part  shall  furnish  to  the  party  of  the  first  part  bond 
in  the  sum  of  one  hundred  thousand  dollars  (.$100,000)  with  suretfes 
satisfactory  to  the  party  of  the  first  part,  conditioned  for  the  faithful 
custody  and  proper  delivery  of  the  premises  and  property  committed  to 
his  care,  and  the  faithful  discharge  of  the  duties  assumed  by  him  under 
this  agreement.  As  compensation  for  his  services  the  party  of  the 
second  part  shall  be  paid  by  the  party  of  the  first  part  twenty-five  (25) 
dollars  per  annum. 


MISCELLANEOUS  CORPORATE  INSTRUMENTS.    1535 

This  agreement  Hliall  continue  in  force  for  one  year  from  its  date, 
and  thereafter  from  year  to  year  unless  terminated  V)y  the  party  of  the 
first  part,  or  by  the  party  of  the  second  part  on  thirty  days'  notice  to  the 
party  of  the  first  part;  provided,  however,  that  upon  the  termination  of 
the  lease,  or  leases,  of  the  premises  herein  described  the  employment  here 
under  shall  cease. 

In  witness  whereof  the  parties  hereto  have  siil»8<Tii»ed  these  premises 
the  day  and  year  first  above  written. 

Philadelphia  Warehouse  Company, 
By   William   A.   Powell,   Secretary. 
Frank  W.   Todd. 
The  above  instrument  was  a  part  of  the  transaction  referred  to  in  the 
note  to  the  priMTdin^;  form.     The  custodian  was  :in  employee  of  the  lessor. 
See  Phila<leliihia  Warehouse  Co.  v.  Winchester,  156  Fed.  600. 

Form  1826. 
AGREEMENT  RELATIVE  TO  PLEDGED  PROPERTY. 

Philadelphia,  February  ]ti,   1903. 

Invoice  of  Collateral  consigned  to  the  Philadelphia  Warehouse  Com- 
pany by  the  Diamond  State  Steel  Company.   (Invoice  omitted) 

Having  deposited  with  and  confided  to  the  management,  custody,  and 
charge  of  the  Philadelphia  Warehouse  Company  the  property  belonging 
to  us  described  in  the  foregoing  invoice,  and  that  company  having  advanced 
to  us  upon  the  security  of  said  property  their  promissory  note  for  fifty 
thousand  ($30,000)  dollars,  dated  February  16,  1903,  payable  June  16, 
1903,  receiving  five  hundred  dollars  as  commission  for  their  responsibility 
and  services  as  above,  and  loan  of  credit,  now  in  consideration  of  said 
loan,  we  do  hereby  promise  and  agree  to  and  with  the  said  company  that 
we  will  pay  to  them  at  their  office  in  the  city  of  Philadelphia,  at  or  before 
the  maturity  of  their  said  note,  fifty  thousand  dollars  together  with  all 
charges  for  storage,  insurance,  and  other  necessary  expenses  on  account 
of  the  said  property.  And  we,  the  undersigned,  do  also  agree  with  the  said 
company  to  the  following  terms  and  conditions  as  part  of  this  contract: 

1.  The  Philadelphia  Warehouse  Company  shall  not  be  liable  for  any 
shortage,  loss,  or  injury  of,  or  to,  the  property  in  their  custody  resulting 
from  water,  fire,  theft,  decay,  leakage,  wastage,  accident,  or  any  other 
cause  than  the  gross  negligence  of  the  said  company  or  their  agents; 
nor  for  any  loss  from  failure  to  insure  it,  unless  such  insurance  be 
specially   directed   in   writing. 

2.  It  is  hereby  warranted  that  title  to  the  property  described  in  the 
foregoing  invoice  is  in  the  undersigned,  that  the  said  property  is  free  from 
liens  or  cJaims  of  third  parties,  and  that  the  description  thereof  is  accurate 
as  to  quantity,  quality,  kind,  and  value;  and  it  is  hereby  agreed  that  a 
margin  of  at  least  as  stipulated  above  ....  per  cent,  upon  the  invoice  value 
thereof  shall  be  maintained,  and  that,  in  case  the  market  value  thereof 
shall  fall,  such  margin  shall  be  made  good  upon  demand. 

3.  The  property  pledged  hereunder,  together  with  any  heretofore  or 
hereafter  pledged  by  the  undersigned  to  the  said  company,  to  secure  this 
or  any  other  liability,  general  or  special,  shall  constitute  a  general  con- 
tinuing collateral  security  for  all  liabilities  of  the  undersigned  to  the  said 
company,  and  the  said  company's  right,  title,  and  interest   therein,  shall 


1536    CORPORATION  FORMS  AND  PRECEDENTS. 

be  prior  to  all  liens  or  claims  thereon,  or  on  the  proceeds  thereof.  And 
if  any  property  be  consigned  or  delivered  to  the  said  company  by  the 
undersigned,  either  in  substitution  for  property  withdrawn  or  as  additional 
security,  such  substituted  or  added  collateral  shall  be  subject  to  all  the  terms 
and  conditions  of  this  contract,  including  the  maintenance  of  whatever 
margin  may  be  stipulated  for  in  case  of  such  property. 

4.  Either  (a)  assertion  by  legal  proceedings  in  any  form,  of  an 
adverse  claim  by  any  third  party  to  the  property  described  in  the  fore- 
going invoice,  or  to  any  hereafter  consigned  or  delivered  to  the  said 
company;  or  (b)  fraud,  misrepresentation,  or  concealment,  intentional 
or  unintentional,  in  the  description  thereof;  or  (c)  failure  for  twenty- 
four  hours  to  comply  with  a  demand  .to  make  good  the  stipulated  margin; 
or  (d)  failure  to  pay  and  discharge  whatever  may  be  due  at  the  maturity 
of  this  or  of  any  other  obligation,  or  of  any  extension  of  any  obligation, 
of  the  undersigned  to  the  said  company;  or  (e)  the  undersigned's  default 
in  meeting  other  business  obligations,  and  the  beginning  of  legal  proceed- 
ings by  any  creditor  or  creditors  to  enforce  the  same;  or  (f)  transfer  of  the 
undersigned's  business  by  voluntary  act  or  by  operation  of  law  to  an 
assignee,  trustee,  or  receiver;  shall  render  all  the  undersigned's  obligations 
to  the  said  company  immediately  due  and  payable  notwithstanding  the 
time  limit  in  any  or  all  of  the  instruments  evidencing  the  same  may  not 
then  be  elapsed;  and  the  said  company  may  charge  and  collect  as  part 
of  the  undersigned's  liabilities,  in  addition  to  legal  interest  and  their 
usual  commission  at  the  rate  of  three  per  cent,  per  annum,  all  expendi- 
tures of  every  nature,  including  attorney's  fees,  which  they  may  find 
necessary  for  the  protection  of  their  interests  and  for  the  collection  of 
whatever  may  be  due  them  by  the  undersigned,  and  costs  of  any  litiga- 
tion  in   which   they   may   become    involved. 

5.  In  case  of  the  maturing  of  the  obligations  of  the  undersigned 
under  any  provision  of  the  preceding  paragraph,  the  said  company  may 
at  any  time  thereafter,  in  the  discretion  of  their  president  or  vice-president, 
sell,  or  cause  to  be  sold,  at  the  undersigned's  expense  and  risk,  any  or 
all  property  held  as  collateral  security,  for  liabilities  of  the  undersigned, 
at  public  or  private  sale  or  sales,  for  cash  or  on  credit,  and  without  notice 
to  the  undersigned;  and  after  deducting  five  per  cent,  of  the  net  proceeds 
as  commissions  of  the  said  company  upon  such  sale  or  sales,  shall  apply 
the  balance  to  the  payment  of  whatever  sum  or  sums  may  then  be  owing 
Vjy  the  undersigned  to  the  said  company,  accounting  to  the  undersigned  or 
to  the  undersigned's  legal  representative,  for  the  surplus,  if  any;  and 
the  undersigned  will  be  liable  for  any  deficiency.  If  the  sale  of  the  col- 
lateral be  a  public  sale  by  auction  of  which  due  notice  has  been  given, 
the  said  company  may  become  the  purchaser  of  the  same  or  of  any  part 
thereof,  and  shall  in  such  case  hold  what  is  thus  purchased  as  absolute 
owner  thereof,  freed  and  discharged  from  any  right  or  equity  of  redemp- 
tion   of    the    undersigned,    such    right    or    equity    being    hereby    expressly 

waived  and  released. 

Diamond  State  Steel  Co., 

By  H.  T.  Wallace,  President. 

Diamond  State  Steel  Co., 
By  J.  A.  McKee,  Jr.,  Treas. 
See  Philadelphia  Warehouse  Co.  v.  Winchester,  156  Fed.  600,  and  notes 
to  two  preceding  forms. 


MISCELLANEOUS  CORPORATE  INSTRUMENTS.    1537 

Form  1827. 
AGREEMENT  FOR  ERECTING  A  BUILDING. 

Articles  of  agreement,  made  and  entered  into  this  ....  day  of , 

in  the  year  19 ,  betvTeen  The Company,  a  corporation  organized 

and  existing  under  the  laws  of  the  State  of    ,  of  the  one  part, 

and    ,  of   the   other   part,   witness,   that   the   said    ,   for 

the  consideration  hereinafter  mentioned,  doth  for  himself,  his  executors 
and    administrators,    covenant,    promise    and    agree    to    and    with    the    said 

party  of  the  first  part,  its  successors  and  assigns,  that  he  the  said 

shall  and  will,  on  or  before  the day  of ,  in  good  and  work- 
manlike manner,  and  according  to  the  best  of  his  art  and  skill,  well  and 

substantially  erect,  build  and  complete  in  the  city  of   ,  State  of 

,  on street,  a  building  of  the  size  and  materials  set  forth 

and  specified  in  the  paper  marked  p]xhibit  "A,"  hereunto  annexed,  the 
materials  for  building  the  said  house  to  be  furnished  by  the  said  (here 
specify   which   party  shall   furnish   materials)  ;   and  the  said  party  of  the 

first  part,  in  consideration  of  said  covenant  by  the  said ,  doth 

for   itself   and   its  successors  covenant   and  promise  to   and  with   the  said 

,   his  executors,  administrators  and  assigns,   to   pay  to  the  said 

the  sura  of   dollars  as  follows,  to  wit:      (Here  state 

the  time  or  times  at  which  the  money  is  to  be  paid.) 

In  witness  whereof,  the  said  party  of  the  first  part  has  caused  its  corporate 
name  to  be  hereunto  subscribed  by  its  President  and  its  corporate  seal  to  be 
hereunto  affixed  and  attested  by  its  Secretary,  and  the  said  party  of  the  sec- 
ond part  has  hereunto  set  his  hand  and  seal  on  the  day  and  year  first  above 
written  as  the  date  hereof. 

The  Company, 

[CoEPOBATE  Seal]  By  

Attest:  President. 

[Seal] 

Secretary. 

(Attach  Exhibit  "A,") 

Form  1828. 

AGREEMENT  FOR  HIRING  VESSEL  FOR  CASH  RENTAL 
AND  STOCK  OF  LESSEE. 

Charter  Party,  made  this  23rd  day  of  April,  A.  D.  1901,  between  Edward 
D.  Booz  of  Baltimore  City,  State  of  Maryland,  owner  of  the  steamboat 
"General  J.  A.  Dumont"  of  309  tons  gross  register  and  195  tons  net 
register,  or  thereabouts,  now  at  the  port  of  Baltimore,  of  the  first  part, 
and  the  Philadelphia, and  Lewes  Transportation  Company,  a  corporation 
established  under  the  laws  of  the  state  of  Delaware,  charterers,  of  the 
second   part;    witnesseth: 

That  the  said  owner,  for  the  consideration  hereinafter  mentioned, 
agrees  to  let  and  the  said  charterers  agree  to  hire  said  steamboat,  as  per 
inventory  attached  hereto,  together  with  such  tackle,  apparel  and  appur- 
tenances belonging  to  said  steamboat,   as  per  inventory  attached  hereto, 


1538     CORPORATION  FORMS  AND  PRECEDENTS. 

for  the  term  of  six  calendar  months  from  the  loth  day  of  May,  1901; 
the  said  stieamboat  to  be  delivered  to  the  charterers  at  the  port  of  Balti- 
more, fully  spousoned  forward  of  wheels,  and  being  otherwise  tight,  staunch 
and  strong  and  in  every  way  fitted  for  service;  to  be  employed  in  lawful 
trade  as  the  charterers  or  their  agents  shall  direct,  on  the  following 
conditions: 

1.  That  the  charterers  shall  pay  for  the  use  and  hire  of  tho  said 
vessel,  at  the  rate  of  fifteen  hundred  dollars  ($1,500)  per  calendar  month, 
payable  monthly  from  the  15th  day  of  ^lay,  1901,  hire  to  continue  from 
the  time  specified  for  terminating  the  charter  until  her  delivery  with 
clear  decks  to  owner  (unless  lost)  at  the  port  of  Baltimore,  Maryland, 
and  upon  the  further  consideration  that  three  thousand  dollars  ($3,000) 
in  non-assessable  stock,  at  par  value,  of  the  said  Philadelphia  and  Lewes 
Transportation  Company  be  delivered  to  said  owner,  at  or  before  the 
delivery  of  said  boat;  payment  for  the  use  and  hire  of  the  said  vessel  to 
be  made  in  cash  monthly  in  advance  in  par  funds.  And  in  default  of 
such  payment  or  payments,  or  any  other  breach  of  this  Charter  Party, 
the  owner  shall  have  the  faculty  of  withdrawing  the  said  steamboat  from 
the  service  of  the  charterers,  without  prejudice  to  any  claim  he  (the  owner) 
might  otherwise  have  on  the  charterers,  in  pursuance  of  this  charter. 

2.  And  the  said  charterers  hereby  assume  all  rixk  of  damage  or  loss  from 
any  cause  whatsoever,  including  breakdowns,  and  to  make  all  repairs 
necessary  to  keep  the  said  steamboat  in  good  running  order  during  the  term 
of  this  charter,  and  to  deliver  the  said  steamboat  and  the  articles  named  in 
the  inventory  hereto  attached,  at  the  port  of  Baltimore,  within  five  days 
after  termination  of  this  charter,  free  from  all  bills,  liens  or  incumbrances 
of  any  nature  whatsoever,  except  such  bills,  liens  or  incumbrances  of  any 
nature  which  may  exist  against  said  steamboat  at  the  time  of  her  delivery 
to  the  said  charterers,  the  said  vessel  to  be  delivered  in  substantially  the 
same  condition  as  when  delivered  to  the  said  charterers,  reasonable  wear 
and  tear  alone  excepted. 

2.  The  said  charterers  further  agree  to  insure  and  to  keep  insured  the 
said  steamboat,  her  engines,  boilers,  tackle,  apparel,  furniture  and  appur- 
tenances, as  named  in  this  Charter  Party,  and  inventory  attached,  to  the 
amount  of  thirty  thousand  dollars  ($30,000)  from  the  fifteenth  day  of 
May,  1901,  wherever  the  said  steamboat  may  be  located,  against  damage 
or  loss  arising  from  fire,  collision,  foundering,  stranding,  breakage  of 
machinery,  etc.,  and  separate  insurance  to  be  effected  for  an  amount  to  be 
hereafter  agreed  upon,  against  the  bursting  of  boilers;  the  intention 
being  that  the  policy  shall  cover  full  marine  insurance  risk,  except  col- 
lision, which  is  to  be  the  three-fourths  (%)  collision  clause;  said  policies 
to  be  effected  in  the  name  of  Edward  D.  Booz  and  to  be  delivered  to  the 
said  Edward  D.  Booz  at  or  before  the  delivery  of  the  said  steamboat  to 
the  said  charterers,  and  the  policies  to  extend  from  the  fifteenth  day  of 
May,  1901,  until  the  expiration  thereof.  It  being  the  intention,  however, 
that  the  said  insurance  of  thirty  thousand  dollars  ($30,000)  is  not  under- 
stood to  be  the  full  valuation  of  the  said  steamboat  in  the  event  of  loss, 
but  that  in  the  event.!  of  such  loss,  the  valuation  of  the  said  steamboat 
is  understood  to  be  thirty-five  thousand  dollars  ($35,000)  which  risk  of 
five  thousand  dollars  ($5,000)  or  over  and  above  the  insurance  is  assumed 


MISCELLAXEOrs  (OHrORATE  IN.STKU.MENTS.    1539 

by  the  said  cliarterers;  the  said  thirty-five  thousand  dollars  ($35,000) 
being  understood  as  an  arbitrary  valuation  for  the  purposes  of  this 
Charter  Party  and  is  not  to  be  understood  as  the  actual  valuation  of  the 
vessel  by  the  owner  in  event  of  any  negotiations  for  purchase  by  the  said 
charterers. 

4.  And  it  is  a  further  condition  of  this  Charter  Party  that  the  first 
month's  hire,  which  is  payable  on  May  I5th,  1901,  shall  be  paid  as  follows: 
One  thousand  dollars  ($1,000)  at  the  signing  of  this  Charter  Party  and 
five  hundred  dollars  ($500)  before  the  said  steamboat  leaves  the  port  of 
Baltimore. 

5.  It  is  further  agreed  by  the  charterers  that  they  will  forward  monthly 
to  the  said  owner,  a  statement  from  all  j)arties  having  had  bills  or  other 
obligations  against  the  said  steamboat  during  the  preceding  month, 
stating  over  the  signatures  of  the  said  parties,  that -bills  or  other  obliga- 
tions have  been  paid. 

6.  And  it  is  further  agreed  that  no  statement  of  the  charter  price 
of  the  vessel  is  to  be  made  for  any  cause,  unless  the  vessel  be  lost,  in  which 
event  the  said  charterers  shall  be  severally  and  jointly  liable  with  the 
underwriters  to  pay  to  the  said  owner  the  sum  or  sums  named  in  this 
Charter  Party,  the  charter  price  to  cease  at  the  time  of  the  happening  of 
the  said  loss  and  the  insurance  to  then  become  immediately  due  and  payable, 
and  for  any  deferred  payment  of  the  said  insurance,  the  owner  is  to  be 
allowed  six  per  centum  interest. 

7.  That  should  dispute  arise  between  the  owner  and  the  charterers, 
the  matter  in  dispute  shall  be  referred  to  three  persons  in  Baltimore, 
one  to  be  appointed  by  each  of  the  parties  hereto,  and  the  third  by  the 
two  so  chosen,  their  decision  or  any  two  of  them  shall  be  final,  and  for  the 
purpose  of  enforcing  any  award,  this  agreement  may  be  made  a  rule  of 
court,  said  arbitration  to  be  submitted  in  ten  days  after  written  notice  of 
complaint. 

8.  That  the  said  owner  shall  have  a  lien  upon  all  of  the  property  of 
the  said  charterers,  including  the  wharf  at  Lewes,  Delaware,  and  the 
said  charterers  hereby  covenant  that  they  hold  an  undisputed  and  clear 
legal  title  to  the  said  wharf,  without  any  incumbrance  whatsoever,  and 
that  they  will  not  dispose  of  or  incumber  'the  said  wharf  during  the 
continuance  of  this  charter,  but  this  clause  is  not  intended  to  prevent  the 
said  charterers  from  improving  the  said  property  because  of  such  incidental 
obligations  which  may  be  thereby   incurred. 

In  witness  whereof  the  said  Philadelphia  and  Lewes  Transportation 
Company,  charterers,  by  H.  E.  Vanden,  its  General  Manager,  for  that 
purpose  duly  authorized,  has  hereunto  set  the  name  and  seal  of  the  said 
corporation,  and  the  said  Edward  D.  Booz,  owner,  has  hereunto  set  his 
hand  and   seal   on   the   day   and   year  first   above  written. 

The  Philndclphia  &  Lowes  Transportation  Company, 

[Corporate  Seal]  By  H.  E.  Vanden, 

Signed,  sealed  and  delivered  in 
presence  of: 

A.  T>ee.  Edwd.  D.  Booz.     [Seal] 

Vespasian   Ellis. 
The  above  agreement  was  construed   in  Booz  v.   Philadelphia   and  Lewes 
Transp.  Co..   124  Fed.  430,  where  it   was  hel.l   that   the  provision  that   the 
owner  should  "have  a  lien  upon  all  the  property  of  the  charterers  inelud- 


1540    CORPORATION  FORMS  AND  PRECEDENTS. 

ing  the  wharf  at,  etc.,"  was  not  void  for  uncertainty  when  construed  with 
other  provisions  of  the  charter  party. 

See  for  another  form  of  construed  agreement  for  charter  of  vessel, 
Guffey  Pet.  Co.  v.  Coastwise  Transp.  Co.,  168  Fed.  379;  Graham  v.  Planters' 
Com.  Press  Co.,  129  Fed.  253. 

Form  1829. 

ESCROW  AGREEMENT  TO  BE  ENDORSED  ON  ENVEL- 
OPE CONTAINING  INSTRUMENT  TO  BE  HELD 
IN  ESCROW. 

The  enclosed  (here  state  the  nature  of  the  document,  e.  g.,  deed,  con- 
tract, lease,  or  other  document)  dated ,  19.  . .  .,  made  by 

as   party  of  the  first*  part,  to    as  party  of  the  second   part,  is 

hereby  delivered  to    (here  state  name  of  person  to  whom  to 

be  delivered),  to  be  held  by (him,  them  or  it,  as  the  ease  may  be)  on 

and  subject   to   the   following  conditions: 

If   shall  pay  in  cash  to  said   (here  insert  name  of 

depositary)  on  or  before ,  19.  . . .,  the  sum  of  $ ,  thereupon 

the  said    (here  insert  name  of   depositary)    shall   and    (he,   they 

or  it)  is  hereby  authorized,  instructed  and  directed  to  deliver  said 

(here   insert   nature  of   instrument)    to   said    (here  insert  name 

of   party   to   whom    instrument   is   to   be    delivered)    or   to   whomsoever   he 

may   in  writing  direct.     If  the  said   .  .  .■ shall  not  pay  to  the  said 

(here   insert   name   of   depositary)    the   said   sum   of    

dollars  ($ )  within  the  time  above  specified,  then  the  said 

(here  insert  the  name  of  said  depository)  shall  return  (here  insert  descrip- 
tion of  instrument)  to  said  (name  of  depositor),  or  to  whom- 
soever the  said   (here  insert  name  of  depositor)  may  in  writing 

direct. 

Dated    ,    ,    19 

[Seal] 

[Seal] 

Witnessed  by: 


(here    insert   name   of   depositary)    accepts   the   custodianship 

of  said  escrow  and  hereby  agrees  to  act  as  custodian  of  the  escrow  agree- 
ment herewith  deposited,  and  to  carry  out  the  terms  and  conditions  of 
this   deposit. 

Dated   ,  19 

[Seal] 

Form  1830. 

LETTER  FOR  DEPOSIT  OF  DOCUMENTS  SUBJECT  TO 
CONDITION. 

October  14,   1887. 

First  National  Bank,   — Dear  Sirs:     I  herein  hand  you 

my  deed  to  the  Consolidated    Coal  &  Iron   Company    for    465 

acres  of  land  adjoining ;   also  assignment  by    


MISCELLANEOUS  CORPORATE  LNSTRLMENTS.    1541 

of  judgment  vs ;  also  agreement  to  procure  an  assignment  of 

judgment    in  favor  of &   — 

all  of  which  i)apers  I  send  you  at  the  request  of ,  of  your  city, 

for  greater  convenience  of  payment  by  him  of  the  consideration  named  in 
the  deed  inclosed,  viz.,  $41,216.  Upon  payment  of  this  sum  you  will  please 
deliver  to  his  order  the  deed  and  other  papers  inclosed,  and  not  otherwise. 
I  retain  full  control  over  the  deed  and  papers,  and  you  will  please  consider 
that  you  receive  them,  not  in  escrow  for  both  grantor  and  grantee,  but 
subject  to  my  order,  unless  he  pay  in  the  money  before  they  are  recalled 
by  nie.  Please  acknowledge  recei[>t  of  these  papers,  and  advise  me  should 
the  money  be  paid  in. 

Very  truly  yours, 


See  Welch  v.  Farmers'  Loan  &  T.  Co.,  Ifio  Fed.  561. 
See  Forms  1135,  lL'57-1259,  1320,  1362,  1575,  supra. 

Form  1831. 
RECEIPT  FOR  DOCUMENTS  DEPOSITED  IN  TRUST. 

,  October  15,  1887. 

Received  of   one  deed  and  two  assignment  papers,  to  be  held 

in   trust   and  to   the   order   of    ,  but   to  be  handed  over  to 

if  said shall  pay  into  this  bank  to  the  order  of  said 

the  sum   of   forty-one  thousand   two   hundred  and  sixteen    ($41,- 

216.00)  dollars  before  said shall  order  otherwise. 

Respectfully, 

,   Cashier. 

To   ,   ,  

See  Welch  v.  Farmers'  Loan  &  T.  Co.,  165  Fed.  561. 

Form  1832. 
ORDER  TO  DELIVER  DOCUMENTS. 

November  12,  1887,  Wellston,  Ohio. 

First  National  Bank,    —Dear  Sir:     You  are  hereby 

authorized  to  deliver  to  the  Consolidated    Coal  &  Iron  Com- 
pany,  of    ,   the   deed   and    assignments   within   mentioned 

as  soon  as  the  draft  for  $30,000  this  day  given  me  by  you  on  New  York 
City  has  been  paid,  as  I  have  agreed  with  the  consent  of  the  within-named 

to  accept  the  said  $30,000  cash,  and  the  obligation  of  said 

Company  to  convey  to  me  50  lots  in  Wellston  in  full  payment  of  the  con- 
sideration price  of  said  465  acres,  and  said  judgments. 

Very  truly, 


See  Welch  v.  Farmers'  Loan  &  T.  Co.,  165  Fed.  561. 


1542     CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1833. 
LETTER  TO  CUSTODIAN  OF  ESCROW  AGREEMENT. 

Denver,  Colo.,  Febry.  12,  1898. 

,    Esqr '.,    — Dear    Sir:     We    enclose    in 

sealed   envelope    a   document   which   we   desire   to   place   in   your   hands   as 

escrow  holder — to  be  delivered  to Lumber  Co.  of  your  city  at 

such  time  as  j\Ir may  cease  his  connection  with   

or  his  successor  in  lumber  business  in  Denver,  Colo.,  otherwise  to  hold 
same  until  such  time  as  you  may  be  called  upon  to  deliver  the  document 
referred  to — to  either  party  on  an  order  signed  by  both  the  parties  whose 
signatures  are  appended. 


See  Pacific  Lumber  Co.  v.  Moffat,  134  Fed.  836. 

See  for  form  of  assignment  of  concession  and  agreement  to  hold  assign- 
ment in  escrow,  Havana  City  Ey.  v.  Ceballos,  139  Fed.  538. 

Form  1834. 
AGREEMENT  WITH   BANK  ON   OBTAINING   CREDIT. 

In   consideration  of  granting  any  credit  by  the  said    Bank, 

the  undersigned  agrees  that,  in  case  of  failure  or  insolvency  on  the  part  of 
the  undersigned,  *  *  *  all  or  any  of  the  claims  or  demands  against 
the  undersigned  held  by  said  bank  shall  at  the  option  thereof  immediately 
become  due  and  payable,  and  it  is  hereby  vinderstood  and  agreed  that  all 
moneys,  funds,  stocks,  bonds,  notes,  and  other  property  in  the  hands  of  the 
said  bank  belonging  to  the  undersigned  may  at  all  times  at  the  option  of 
the  bank  be  held  and  appropriated  by  the  said  bank  to  the  payment  of  all 
notes,  indorsements,  obligations,  or  indebtedness  in  any  form,  matured  or 
unmatured,  made  by  the  undersigned,  which  the  said  bank  may  hold.  It  is 
further  agreed  that  the  exercise  of  or  omission  to  exercise  such  option  or 
options  in  any  instanc'e  shall  not  waive  or  affect  any  other  or  subsequent  right 
to  exercise  the  same. 

[Seal] 

Th^  above  agreement  followed  a  statement  of  assets,  and  was  construed 
in  Eastern  Milling  Co.  v.  Eastern  Milling  Co.  of  Pa.,   146  Fed.   761. 

See   for   forms   of   statements   of   financial   condition.    Forms    1835-1837, 
post. 

Form  1835. 

STATEMENT  FOR  OBTAINING  CREDIT  (ANOTHER 

FORM). 

To  The   Company,  Dated    ,  19.  . . . 


Gentlemen:      For  the  purpose  of  obtaining  goods  and  merchandise  from 
you,  and  for  the  purj>ose  of  obtaining  extensions  of  time  of  payment  of 


MISCELLANEOUS  CORPOKATK   INSTRUMENTS.    1.543 

amount  now  due  you,  antl  of  obtaining  future  extensions  on  amounts  here- 
after becoming  due  to  you  from  me,  I  hereby  make  you  the  following 
statement  and  representations  of  my  present  financial  circumstances,  re- 
sources and  liabilities,  wealth,  mercantile  respectability,  and  connections, 
which  said  statements  and  representations  are  made  by  me  to  you  for  the 
sole  and  express  purpose  of  obtaining  goods,  wares  and  merchandise  from 
you,  to  be  paid  for  in  the  future,  and  as  a  basis  of  credit  with  you,  both 
for  {)resent  purcliases  and  extensions  of  time  of  payment,  and  also  for 
goods  and  merchandise  obtained  or  purchased  from  you  for  and  during 
the  period  of  two  years  from  this  date,  and  I  hereby  bind  myself,  and 
agree  to  immediately  notify  you  of  any  and  all  changes  in  or  of  my  busi- 
ness matters,  during  the  period  above  named;  and  particularly  of  any 
change  in  my  financial  condition  or  circumstances,  which  notice  shall  be 
full  and  complete,  and  shall  be  and  become  a  part  of  this  statement. 

Assets. 

Goods  on  hand,  actual  value   $ 

Cash  in  bank   

Real  estate,  not  a  homestead,  cash  value 

Liabilities. 

Owing  for  goods,  not  due,  open  account 

(Jwing  for  goods  on  hand,  open  account 

Owing  for  goods  in  transit,  open  account 

liills    payable     

Other   liabilities   not   specified    above . , 

Encumbrance  on  real  estate *|.i|.>, 

Amt.  of  insurance  on  mdse 

1  ndividual    names    of    firm 

i'ot  al  assets    $ 

Total   liabilities    

Amt.  of  assets  over  liabilities   $ 

(Signed)    

See  Form  1834,  supra 

Form  1836. 
STATEMENT  FOR  OBTAINING  CREDIT. 

To   The    Company, 


The  undersigned,  for  the  purpose  of  procuring  credit  from  time  to  time 
from  you  for  the  negotiable  paper  of  the  undersigned  or  otherwise,  furnish 
you  with  the  following  statement  which  fully  and  truly  sets  forth  the  finan- 
cial  condition   of  the   undersigned   on   the    day   of    , 

19....,  which  statement  you  can  consider  as  continuing  to  be  full  and 
accurate  unless  notice  of  change  is  given  you."  The  undersigned  agree  to 
notify  you  promptly  of  any  change  that  materially  reduces  the  pecuniary 
responsibility  of  the  undersigned. 


1544     CORPORATION  FORMS  AND  PRECEDENTS. 


Assets. 


Liabilities. 


Real    estate    (asse'd    value 
$ )   market,  value  $. 

Merchandise  on  hand,  cost 

Merchandise  in  transit. .  . 

Bills  receivable 

Outstanding    acct's,    new 

Outstanding    accounts    6 
nios.   old 

Cash   in  bank  and  on  hand 

Machinery  and  fixtures.  . 

Horse  and  wagon 

Other  assets  not  specified 
above  


Total    $. 


Mortgages     

Bills  payable   

Amount     due     for     mer- 
chandise on  hand 

Amount     due     for     mer- 
chandise in  transit.  . . . 

Other       liabilities       not 
specified  above   

Loans     from     Banks     or 
Trust  Companies 


Total 


Description  of  Eeal  Estate  and  in  Whose  Name. 


Do  You  Borrow  on   Accounts  Receivable? 

What  Banks  or  Trust  Company  are  You  Depositing  With? 


Have  You  Given  Judgment  Notes  to  Any  Person  or  Firm 
to    Secure    them  ?     Answer     

To  What  Extent  are  You  Indorser  on  Other  Paper?     Answer 

Insurance  Carried  on  Real  Estate On 

Stock 

Do  You  Carry  Life  Insurance?   What  Amount?     

To  Whom  Payable? 

The  above  is  a  true  statement  of  our  condition  this   day  of 

,19.... 

( Signed)    


Indorsed :      ' '  Statement   of    ,   made 


19...." 

A  similar  statement  was  involved  in  In  re  Kaplan,  141  Fed.  463. 
See  Form  1834,  supra. 

Form  1837. 
STATEMENT  FOR  CREDIT  (COPARTNERSHIP). 

Credit  Department. 
Office  of  The   Company,    ,    


.,  19. 


Style  of  firm:   P.  O. 


Gentlemen :      Below   we   give   you    a    full   and   correct   statement   of   our 
affairs  for  the  purpose  of  establishing  a  credit  with  you: 


MISCELLANEOUS  CORPORATE  INSTHCMENTS.  1545 

ASHt'tS. 

Actual  value   of  stock   on   hand $  

Notes  and  accounts  good  and  collectible $  

Cash  on  hand  and  in  bank $  

Real   estate   at   present   cash   value,   exclmiing   homestead 


5.     Other    assets,    consisting    of, 
Total  assets   


Liabilities. 

6,  For  mdse.  on  open  account,  not  due   )  . 

7.  For  nidse.  on  open  account,  past  due   ( 

8,  For  nulse.  closed  by  note  or  acceptance $ 

9.  For   borrowed    money   to    bank    $ 

10.  For    borrowed   money   to    friends    $ 

11.  For  borrowed   money  to  relatives    $ 

l'_'.     For  advances  from  your  coram 'n  merchant $ 

13.  ^lortgage   or   deed   of  trust   on   real   estate $ 

14.  Endorsers    or    security    for    other    parties $ 


Total    liabilities    $. 

15.     Do  you,  or  any  member  of  your  firm,  owe  any  private  or 

confidential    debts?     $ 

IG.     How  much  do  you  consider  yourself  worth,  net? $ 

17.     Former  location    How  long  in  business? 


18.  Former   occupation?    Amount   of   annual 

sales    

19.  Building  insured  for  $ 

20.  Stock    of    goods    insured    for    $   

21.  What  bank  do  you  do  business  with?     

Give  names  of  houses  of  whom  you  buy  principally  and  amount  you  owe 

each. 

Names.  Amount.       Names.  Amount. 

$    $    

$    $    


$ 


$    

$    

...• $    

Individual  names  of  partners: 
By  whom  signed:      

(Sign  here  full  name  of  firm.) 


See  Tn  re  Norland  and  McKeithen,  184  Fed.  144. 
See  Form  1834,  supra. 


1546     CORPORATION  FORMS  AND  l^RECEDENTS. 

Form  1838. 
STOCKHOLDERS'  GUARANTY  FOR  CREDIT  TO  BE  EX- 
TENDED CORPORATION  BY  BANK. 

Whereas,    the    Company,    a    domestic    corporation 

formed  under  the  laws  of   ,  desires  to  obtain  loans,  discount^ 

credits,  and  other  pecuniary  accommodations  of  and  from  the   

National  Bank  of    ,   N.  Y.;   and 

Whereas,  the  said  bank   requires  security   for  such  loans  and   discounts 
and  for  all  other  indebtedness  or  liability  of  the  said  company  to  it;  and 
Whereas,    the    undersigned    are    interested    in    said    company    as    stock- 
holders, or  otherwise,  and  are  willing  to  become  such  security: 

Now,  therefore,  for  the  purpose  aforesaid  and  in  consideration  of  the 
sum  of  One  Dollar  to  each  of  us  duly  paid  at  the  ensealing  and  delivery 
hereof,  and  for  other  good  and  valid  considerations,  the  receipt  of  which 
is  hereby  acknowledged  and  confessed,  we,  the  undersigned,  do  hereby 
jointly  and  severally  for  ourselves  and  each  of  our  heirs,  executors  and 
administrators,  guarantee  and  warrant  unto  the  said  bank,  its  successors 
and  assigns,  the  prompt  payment  at  maturity  of  each  and  all  the  notes, 
checks,  drafts,  bills  of  exchange,  and  other  obligations  in  writing  of  every 
name  and  kind,  made,  signed,   drawn,   accepted   or  endorsed  by  the  said 

Company,   which  the  said  bank  now  has,  or  which  it  may 

hereafter  have,  hold,  purchase  or  obtain  within  one  year  from  date  hereof, 
but  our  liability  hereunder  shall  not  at  any  time  exceed  the  sum  of  Fifteen 
Thousand  Dollars    ($15,000),  and  interest  thereon. 

And  in  case  default  is  made  in  the  payment  at  maturity  of  any  of  the 
above-mentioned  obligations,  or  in  the  payment  of  any  lawful  claim  or 
demand  held  by  said  bank  against  said  company,  we  do  hereby  jointly  and 
severally  covenant,  promise  and  agree  to  pay  the  same  to  the  said  bank, 
its  successors  or  assigns  upon  demand. 

This  instrument  is  intended  to  be  a  full,  complete  and  perfect  security 
and  indemnity  to  the  said  bank  to  the  extent  and  for  the  time  above  stated, 
for  any  indebtedness  or  liability  of  any  kind  owing  by  the  said  company  to 
it  from  time  to  time,  and  to  be  valid  and  continuous  without  other  or 
further  notice  to  us  or  to  any  of  us. 

Tn  witness  whereof,  we  have  hereunto  set  our  hands  and  our  respective 
seals  this  31st  day  of  January,  A.  D.  one  thousand  nine  hundred  and  one. 

[Seal] 

[Seal] 

[Seal] 

[Seal] 

[Seal] 

[Seal] 

(Acknowledged   same    day.) 
This  agreement  of  guaranty  was  construed,  and  the  necessity  of  demand 
considered   in   First  Nat.   Bank  v.   Story,   10.3   New  York   Su])p.   2.3,3.     See 
generally  as  to  the  guaranty  of  corporate  obligations  by  stockholders,  Cook 
on  Corporations,  §  76. 

See  for  form  of  agreement  by  directors  to  lend  money  to  rehabilitate  em- 
barrassed trust  company,  Koster  v.  Lafayette  Trust  Co.,  131  N.  Y.  Supp.  799. 
See  for  form  of  agreement  for  guaranty  of  payment  of  drafts,  Goldsmiith 
V.  First  Nat.  Bank,  96  N.  E.   (Tnd.)  .'i03. 
See  Forms  1596,  1648,  1689-1697,  snpra. 


MISCELLANEOUS  CORPORATE   LXSTKl'MENTS.     1547 

Form  1839. 
GUARANTY  FOR  A  CORPORATION. 

AgreemiTit  iiiadc  tins  I'Jtli  day  ut  .Maicli,  l.Si>7,  l,flweeii  Herman  D. 
Berner,  residing  at  2G73  Euclid  Avenue,  in  the  City  of  Cleveland,  Ohio, 
and  Jacob  J.  Mayer,  residing  at  the  Arlington  Hotel,  in  the  city  of  Cleve- 
land, Ohio,  and  George  Manierow,  residing  at  Irving  Park,  in  the  City  of 
Chicago,  Illinois,  parties  of  the  first  part,  and  the  National  Lead  Company, 
a  corporation  of  New  Jersey,  doing  business  at  No.  1287  Pearl  Street,  in 
the  City  of  New  York,  of  the  second  part,  witncsseth: 

Whereas,  the  Berner-Mayer  Company,  a  corporation  organized  under 
the  laws  of  Ohio  and  doing  business  in  the  City  of  New  York  and  at 
Cleveland,  Ohio,  is  indebted  to  the  National  Lead  Company  in  various  sums 
of  money  for  goods  sold  and  delivered  on  open  account  and  for  other  ac- 
counts; and  whereas,  the  said  National  Lead  Company  has  called  upon  the 
said  the  Berner-Mayer  Company  for  security  for  its  indebtedness  to  said 
National  Lead  Company,  and  has  refused  to  permit  the  indebtedneJ^s  of  the 
said  the  Berner-^L1yer  Company  to  increase  until  the  said  present  indebted- 
ness is  amply  secured;  and  whereas,  the  said  parties  of  the  first  part  are 
interested  in  the  said  the  Berner-Mayer  Company  as  stockholders  and  di- 
rectors thereof,  and  desire  that  the  said  National  Lead  Company  shall  con- 
tinue to  sell  goods  to  the  said  the  Berner-Mayer  Conpany,  and  have  requested 
it  so  to  do;   and, 

"Whereas,  the  parties  of  the  first  part  have  agreed  to  furnish  the  said 
National  Lead  Company  security  for  all  accounts  due  and  to  become  due 
from  said  the  Berner-Mayer  Company  to  said  National  Lead  Company: 

Now,  therefore,  in  consideration  of  the  foregoing,  and  in  consideration 
of  the  sum  of  one  dollar  and  other  valuable  considerations  to  the  parties 
of  the  first  part  in  hand  paid  by  the  party  of  the  second  part  at  or  before 
the  ensealing  and  delivering  of  these  presents,  the  said  parties  of  the  first 
part  do  jointly  and  severally,  and  for  their  heirs,  executors  and  admin- 
istrators, guarantee  to  the  said  National  Lead  Company  the  payment  to 
said  National  Lead  Company,  upon  demand,  of  all  moneys,  debts,  obliga- 
tions and  demands,  of  whatever  nature  or  character,  now  due  or  which  may 
hereafter  become  due  from  said  the  Berner-?klayer  Company  to  the  said 
National  Lead  Company. 

Tn  witness  whereof  the  said  parties  of  the  first  part  have  hereunto  set 
their  hands  and  seals  this  19th  day  of  March,  1897. 

llermnn  D.  Berner.  [Seal] 

.Licob  J.  flayer.  [Seal] 

George   Mamerow.  [Seal] 

In  the  presence  of  R.  M.  ^lorley. 

Mamerow  v.  National  Lead  Co.,  20fi  111.  620. 

See  generally  as  to  agreements  of  stockholders  to  guarantee  debts  of 
the  corporation,  Cook   on  Corp.,   §  76. 

See  for  form  of  construed  guaranty  of  accounts  to  a  corporation.  Gill  v. 
Waterhouse,  175  Fed.  80,5. 

See  note  to  form  next  preceding. 


1548  CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1840. 
CONTRACT  OF  GUARANTY  BY  A  CORPORATION. 

The    Company, 


In  consideration  of  One  Dollar  ($1.00)  in  hand  paid  to  the  undersigned 
by  you  and  of  other  good  and  valuable  considerations  moving  to  it  from 
you    and    of    your    entering,    at    the    request    of    the    undersigned,    into    a 

contract  with  the   Company    (hereinafter   for  brevity  termed 

"said  Lighting  Company"),  for  the  sale  to  it  of   ,  on  the 

terms  and  conditions  described  in  said  contract,  a  copy  of  which  is  hereto 
attached,  the  undersigned  does  hereby  guarantee,  promise  and  agree  to 
and  with  you  that  the  said  Lighting  Company  will  well  and  faithfully  per- 
form and  fulfill  everything  by  said  contract  on  its  part  to  be  performed 
and  fulfilled,  at  the  times  and  in  the  manner  therein  provided,  and  also 
that  the  payments  provided  for  by  said  contract,  whether  in  cash  or  notes, 
shall  be  promptly  paid  at  maturity.  The  undersigned  expressly  waives  and 
dispenses  with  any  demand  for  performance  of  payment  upon  said  Lighting 
Company  and  any  notice  to  the  undersigned  of  the  acceptance  of  this  guar- 
anty or  of  non-payment  or  non-performance  on  the  part  of  the  Lighting 
Company.  The  undersigned  will  also  pay  all  legal  or  other  expenses  of  or 
for  collection  of  any  payments  provided  for  in  said  contract.  You  or  the 
holder  or  holders  of  any  note  or  notes  provided  for  by  said  contract  can 
grant  any  extension  of  time  or  indulgence  to  the  Lighting  Company  for  the 
payment  of  any  sum  or  sums  to  become  due  under  said  contract,  or  renew 
said  notes  or  any  of  them,  or  take  any  note  or  other  obligation  or  any 
security  for  the  payment  of  any  sum  or  sums  to  become  due  under  said  con- 
tract, without  notice  to  the  undersigned  and  without  thereby  in  any  way 
releasing  or   affecting  the  liability  of  the  undersigned. 

In  witness  whereof,  the  undersigned  has  caused  these  presents  to  be 
subscribed  by  its  President  and  its  corporate  seal  to  be  afiixed  and  at- 
tested by  its  Secretary  by  express  authority  of  its  Board  of  Directors,  this 

".    day  of   ,  19.... 

Company, 

By    President. 

Attest :     Secretary. 

See  generally  as  to  the  power  of  a  corporation  to  execute  contracts  of 
guarantv,  Cook  on  Corporations,  §§  774,  775;  Clark  &  M.,  Corp.,  §  184. 
See  for  guaranty  of  bonds,  Forms  1689-1697;  stipra. 

Form  1841. 

GUARANTY  OF  PAYMENT  OF  EXTENDED  NOTES 
OF  CORPORATION. 

Memorandum    of    agreement    between    the    Southern     

Company  and , > and , 

all  of   >  parties  of  the  first  part,  and   ,  of 

..,   party   of   the   second   part,   witnesseth: 

Whereas,  the  Southern Company  is  indebted  to 

the  said    in  sums  as  follows : 

$1,000.00,  evidenced  by  note,  due  .luly  4,   1907,  etc.,  etc. 


MISCELLANEOUS  CORPORATE  LXSTlU'.MKN'rs.    io4'J 

Aggregating   $:i  1,704.89,    evidenced    by    notes   as    above    set    tortL;    and 

$l,044.:i0  due  on  account,  being  purchase  price  of  227  bags  of 

delivered  on  April   24,   1907,  by  tlie  steamer  "Kentucky;"  and 

Whereas,  the  said  Southern    Company   is   unable  to  pay 

said  sums  or  any  of  them  at  this  time  and  desires  an  extension  of  time  on 
some  portion  thereof  for  possibly  as  much  as  twelve  months. 

Now,  the  undersigned,  the  said  parties  of  the  first  part,  being  interested 

in  the  Southern    Company,  and  for  the  purpose  of  inducing 

said    ,   party   of   the   second   part,   to  grant   such  extension   of 

time,  and  for  the  purpose  of  securing  to  said    ,  party  of  the 

second  i)art,  the  payment  of  said  sums  and  all  of  them  and  the  payment  of 
such  sums  as  an  extension  of  time  may  be  granted  upon,  the  said  parties 
of  the  first  part,  hereby  promise  and  agree  that  they  will  pay  or  cause  to  be 
paid  each  and  all  of  said  above  mentioned  notes  or  any  renewal  thereof, 
in  whole  or  in  part,  and  will  jiay  or  cause  to  be  paid  said  above  mentioned 
account,  and  thoy  and  each  of  them,  hereby  jointly  and  severally,  promise 

and  agree  to  hold  said ,  party  of  the  second  part,  harmless  against 

any  and  all  loss,  principal  and  interest  at  the  rate  of  8  per  cent.,  from 
each  and  every  one  of  said  debts  above  mentioned,  and  guarantee  and 
promise  the  payment  thereof  at  maturity,  or  at  such  period  of  extension 
as  may  be  agreed  upon  between  the  parties,  not  exceeding  twelve  months 
or  any  part  thereof. 

In  testimony  whereof  the  parties  hereto  have  hereunto  set  their  hands 
and  signed  this  agreement  in  duplicate,  this  25th  day  of  .May,  1907. 


The  foregoing  agreement  was  construed  in  Jones  v.  Britt,  168  Fed.  853. 
See  generally  as  to  the  guaranty  of  corporate  obligations  by  stockholders, 
Cook  on  Cori)orations,    §  76. 

See  Forms  1839-1840,  supra,  and  notes  thereunder. 

Form  1842. 

GUARANTY  OF  DEBTS  OF  CORPORATION  TO 
LIMITED  AMOUNT. 

January  16.  1903. 

To  Charles  D.  Norton  Company,  Philadelphia,  Pa. — (Jentlemen:  In  re- 
spect to  the  coal  accounts  of  the  Lehigh  Valley  Traction  Company,  the 
Philadelphia  &  Lehigh  Valley  Traction  Company  and  the  Allentown  Electric 
Light  &:  Power  Comjiany,  resjiectively,  with  you,  we  hereby  personally,  jointlv 
and  severally  make  this  contract  of  guaranty,  to-wit : 

That  to  the  ertent  of  twenty  thousand  dollars  ($20,000)  we  guarantee 
the  payment  of  any  and  all  amounts  due  or  to  become  due  from  the  said 
companies  or  either  of  them  to  you  for  coal  furnished  from  time  to  time 
to  them,  or  on  their  order,  respectively.  This  contract  and  guaranty  to  be 
a  continuous  one,  and  to  apply  to  all  credits  given  to  the  said  companies, 
or  either  of  them,  within  the  limits  of  the  amount  above  sot  forth,  until 
such  time  as  we  shall  in  writing  notify  you  of  our  withdrawal   of  this 


1550    CORPORATION  FORMS  AND  PRECEDENTS. 

guaranty,  in  the  event  of  which  notice  our  guaranty  shall  cease  on  all  coal 
supply  thereafter.  Yours  truly, 

Tom.  L.  Johnson. 

Eobt.    E.    Wright. 
This  agreement  of  guaranty  was  construed  in  Johnson  v.  Charles  D.  Nor- 
ton Co.,  159  Fed.  361.     See  generally  as  to  the  guaranty  of  corporate  obli- 
gations by  stockholders,  Cook  on  Corporations,  §  76. 

Form  1843. 

GUARANTY  OF  CORPORATE  INDEBTEDNESS 
TO  A  BANK. 

For  a  valuable  consideration  to  us  in  baud  jsaid  by  National  Bank  of 
Commerce  of  Kansas  City,  Missouri,  we,  the  undersigned,  do  hereby  agree 
to  make  and  guarantee  to  the  National  Bank  of. Commerce  of  Kansas  City, 
Missouri,  any  and  all  debts  which  the  Siegel-Sanders  Live  Stock  Commission 
Company,  a  corporation  doing  business  in  Kansas  City,  Missouri,  may  from 
time  to  time  contract  or  become  liable  for  to  said  bank,  however  said  debts 
may  be  contracted  or  evidenced.  This  guaranty  shall  be  an  open  one  and 
cover  debts  aggregating  two  hundred  thousand  ($200,000)  dollars  at  any 
one  time,  and  shall  continue  at  all  times  unconditional  until  revoked  by 
us;  and  for  the  consideration  aforesaid,  we  hereby  waive  all  notice  to  us 
or  either  of  us  of  the  beginning  or  ending  of  credit  which  said  bank  may 
give  to  said  company  under  this  guaranty,  or  of  the  state  of  its  indebted 
ness  at  any  or  all  times. 

Witness  our  hands  this  21st  day  of  January,   1901. 

Frank  Siegel, 
E.  D.  Swain, 
Frank    Eockefeller. 

The  foregoing  agreement  of  guaranty  was  upheld  and  construed  in  Na- 
tional Bank  of  Commerce  v.  Eockefeller,  174  Fed.  22.  See  generally. as  to 
the  guaranty  of  corporate  obligations  by  stockholders,  Cook  on  Corporations, 
§76. 

Form  1844. 
GUARANTY  OF  PAYMENT  OF  CORPORATE  NOTE. 

New  York,  September  13,  1899. 

Whereas,  the  Milwaukee  Terminal  &  Western  Eailroad  Company  desires 
to   negotiate   a  loan    for   ninety    days   for   twenty-five   thousand    ($2.5,000) 
dollars  on  a  promissory  note  which  reads  as  follows: 
"$2.5,000.  Milwaukee,  Wis.,  August  26,  1899. 

"Ninety  days  after  date,  for  value  received,  the  Milwaukee  Terminal 
&  "Western  Eailroad  Company,  a  corporation  duly  organized  and  existing 
under  the  laws  of  Wisconsin,  promises  to  pa.v  to  the  order  of  D.  M.  Edger- 
ton  twenty-five  thousand  dollars  at  New  York. 

"The  Milwaukee  Terminal  &  Western  Eailroad  Comi)any, 

"By  D.   M.  Edgerton,  President. 
"Attest:      Leo    Forbe,    Secretary." 

— and  which  said  note  is  indorsed  as  follows:     D.  M.  Edgerton,  John  W. 
Wegner,  and  H.  B.  Munson  ;  and 

Whereas,   the  undersigned  are  interested  in   said  company: 


MISCELLANEOUS  CORPORATE  INSTRUMENTS.    1551 

Now,  tliorofoic,  in  coiisiileration  of  one  dollar  jiaicl  to  eat-b  of  the 
undersTj^ned,  and  other  valuable  consideration,  we  hereby  guarantee  the 
payment  of  said  note  at  maturity. 

James    McXaught, 
Warner  Miller, 
Wm.  E.  Spier. 
The  foregoing  agreement  of  guaranty  was  upheld  in  Spier  v.  M 'Naught, 
105  N.  Y.  Supp.   l()(il,  where  the  question  of  the  release  of  guarantors  by 
extension  of  payment  was  considered.     See  generally  Cook  on  Corporations, 
§76. 

See  for  form  of  agreement  to  lend  credit,  DoUe  v.  Cassill,  135  Fed.  52. 
See  for   form   of   agreement   to   endorse   and   guaranty   corporate   notes, 
Weed  V.  Centre,  etc.,  Ey.  Co.,.  138  Fed.  475. 

Form  1845. 
GENERAL  RELEASE  OR  DISCHARGE  TO  CORPORATION. 

Know  all  men  by  these  presents,  that  I,  A  B  of   '.  .,  for  and  in 

consideration  of  the  sum  of dollars,  lawful  money  of  the  United 

States,  to  me  in  hand  well  and  truly  paid  by  The   Company,  a 

corporation  organized  and  existing  under  the  laws  of  the  State  of , 

have  remised,  released  and  forever  discharged,  and  by  these  presents  do, 
for  myself,  my  heirs,  executors  and  administrators,  remise,  release  and  for- 
ever discharge  said  The Company,  and  its  successors,  of  and  from 

all  and  all  manner  of  action  and  actions,  cause  or  causes  of  actions,  suits, 
debts,  dues,  sum  and  sums  of  money,  accounts,  reckonings,  bonds,  bills, 
specialties,  covenants,  contracts,  controversies,  agreements  promises,  var- 
iances, damages,  judgments,  extents,  executions,  claims  and  demands  what- 
soever, in  law  or  equity,  which,  against  said  The   Company,  I 

ever  had,  now'  have,  or  which  I,  my  heirs,  executors  or  administrators, 
hereafter  can,  shall  or  may  have,  for,  upon,  or  by  reason  of  any  matter, 
cause  or  thing  whatsoever,  from  the  beginning  of  the  world  to  the  day  of 
the  date  of  these  presents. 

In  witness  whereof,  I,  the   said    ,   have   hereunto   set   my   hand 

and  seal  this   ....    day  of   ,  19.... 

[Seal] 

Signed,  sealed  and  delivered  in  the  presence  of: 


See  for  release  from  stock  subscription.  Form  1101,  supra.    See  for  release 
of  mortgage.  Forms  1642-1644,  supra. 

Form  1846. 
RELEASE  OF  CLAIM  FOR  PERSONAL  INJURIES. 

Claim  No.   1123.  Audit  No.  18905. 

Series   6. 

Eecorded   in   

The   Atchison,'  Topeka   &   Santa  Fe   Eailway   Company,   To   Wm.   Vanord- 
strand,  Brakeman,  Dr.,  Dodge  City,  Kas. 
1890. 
Jany.    10.      For,    and    in    full    release,    discharge    and    satisfaction    of   all 
claims,  demands  or  causes  of  action  arising  from,  or  growing  out  of  all 


1552     CORPORATION  FORMS  AND  TRECEDENTS. 

personal  injuries  sustained  by  nie   in  alighting  from  car   on  Train  No. 

31    ^bile  said  train  was  in  motion  at  La  Junta,   Colo.,  June  15,   1898. 

In  making  ibis  settlement   no   promise  is  or  has  been  made  for   future 

employment.     Settled  in  full  for  $750.00. 
Division   Ace 't   No.   56. 
Examined  by 

C.  S. 
Approved.  Correct.  Correct. 

J.  D.  M.  Hamilton.  C.  W,  Kyus. 

Claim   Attorney.  General  Claim  Agent. 

Approved :  Approved :  Approved : 

J.  E.  McLeod.  I.  S.  Lauck. 

General  Manager.  Auditor  of  Disbursements. 

Eeceived  of  the  Atchison,  Topeka  &  Santa  Fe  Railway  Company,  Seven 
Hundred  Fifty  &  00/100  Dollars,  in  full  payment  of  the  above  claim.  In 
consideration  of  the  payment  of  said  sum  of  money,  I,  Wm.  Vanordstrand 
of  Dodge  City  in  the  County  of  Ford  and  State  of  Kansas  hereby  remise, 
release  and  forever  discharge  the  Company  of  and  from  all  manner  of 
actions,  causes  of  action,  suits,  debts  and  sums  of  money,  dues,  claims  and 
demands  whatsoever,  in  law  or  equity,  which  I  have  ever  had  or  now  have 
against  said  Company,  by  reason  of  any  matter,  cause  or  thing  whatever, 
whether  the  same  arose  upon  contract  or  upon  tort. 

I  have  read  the  above  voucher  and  receipt  and  fully  understand  the  same. 

In  testimony  whereof,  I  have  hereunto  set  my  hand,  this  10th  day  of 
January,    1899. 

Wm.   Vanordstrand. 

Witness:     C.  W.  Ryus, 

Xote, — Claimant  must  insert  in  his  own  hand  writing,  in  the  space 
above  the  words  "In  testimony  whereof,"  the  following:'  "I  have  read 
the  above  voucher  and  receipt  and  fully  understand  the  same. ' ' 

Ajote, — The  above  receipt  must  be  dated  and  signed  by  the  party  in 
whose  favor  this  voucher  is  made,  or  when  signed  by  another  party  the 
authority  for  so  doing  must  in  all  cases,  accompany  it;  and  when  signed 
"His  Mark,"  signature  must  be  witnessed.  When  receipted  for  a  Railroad 
Company  or  other  corporation  or  organization,  the  party  signing  will 
please  designate  his  official  title  and  name  of  corporation  or  organization. 
One  party  signing  for  another  must  give  his  own  name  in  full. 

The  above  release  was  upheld  in  Atchison,  etc.,  Ry.  Co.  v.  Van  Ostrand, 
7.7  Pac.    (Kan.)    113. 

■  See  for  another  form  of  release  of  claim  for  personal  injuries  which  was 
construed  by  the  court,  Mahr  v.  Union  Pacific  R.  Co.,  170  Fed.  699. 

Form  1847. 
RELEASE  BY  EMPLOYE  FOR  PERSONAL  INJURY. 

Toledo,  St.  Louis  &  Western  Railroad  Company. 

To  W.  A.  Huntington,  Dr. 

1904.     January  30th,  $210.00 

In  consideration  of  two  hundred  and  ten  and  no-100  dollars  to  me  paid 
by  the  Toledo,  St.  Louis  &  Western  Railroad  Company,  the  receipt  of 
which  is  hereby  acknowledged,  I  hereby  release,  and  discharge  the  said 
Toledo,  St.  Louis  &  Western  Railroad  Company  from  any  and  all  liability 


MISCP^LLAXEOrS  CORPORATE  TX>4THrMKXTS.    1553 

for  and  on  aci'oiiut  of  anj  claim  I  ha\e,  or  may  Lave,  ajjainst  said  railroad 
company  by  reason  of,  or  in  any  manner  growing  out  oi  personal  injuries 
and  loss  of  time  sustained  by  me  while  on  duty  as  conductor  of  train  No. 
3,  November  7th,  when  same  was  turned  over  and  I  sustained  Vjroken  ribs 
and  severe  bruises  on  or  about  the  7th  day  of  November,  A.  D.,  1903,  at 
Frankfort,  state  of  Indiana,  said  amount  having  been  received  in  full 
for  any  and  all  claims  of  any  nature  arising  out  of  said  accident. 

And  1  also  hereby  agree  that  this  release  shall  operate  as  a  bar  to  any 
and  every  suit  at  law  or  otherwise,  which  I  or  my  heirs,  executors,  adminis- 
trators, or  personal  representatives  otherwise  might  or  could,  sustain  by 
reason  of  the  claim  aforesaid.  And  I  hereby  certify  that  the  foregoing 
receipt  and  release  have  been  read  to  me,  and  that  1  am  fully  satisfied 
therewith. 

W.   A.   Huntington. 

Witness,  C.  S.  Eeifsnider,  special  agent.  »  »  »  Approved,  Jas.  L. 
Frazier.     Approved  for  payment.     T.  P.  Slionts,  president. 

Eeceived,  February  25,  1904,  of  the  Toledo,  St.  Louis  &  Western  R.  E.  Co., 
two  hundred  ten  and  00/100  dollars,  in  full  of  the  above  account. 

W.  A.  Huntington. 

See  Huntington  v.  Tole.lo,  St.  L.  &  W.  E.  Co.,  17,5  Fed.  .'):U,  where  it  was 
hehl  that  the  above  instrument  was  not  a  mere  receipt,  but  was  contractual 
in  form  and  substance,   and  on  its  face  explicit   and  apparently  complete. 

Form  1848. 

COVENANT  NOT  TO  SUE  STOCKHOLDERS  ON  ACCOUNT 
OF  STOCK  LIABILITY. 

This  agreement  made  and  entered  into  this  ....  day  of ,  A.  D., 

19....,  by  and  between    ,  of  the  City  of    ,   County  of 

,  and  State  of ,  party  of  the  first  part,  and ,  of 

the   City   of    aforesaid,    ,   administrator   of   the   estate 

of ,  deceased, and ,  of  the  City  of , 

County  of and  State  of ,  and and 

of  the  City  of    ,  County  of    and  State   of    , 

parties  of  the  second  part,  witnesseth: 

Whereas  on  or  about ,  19 .... , and 

executed  and  recorded  in  the  office  of  the  Eegister  of  Deeds  of 

County,  Wisconsin,  a  certain  writing  denominated  "Articles  of  Incorpora- 
tion of  the  Construction  Company, ' ' 

And   whereas   in   the   autumn   of   19....,   the  said  parties  of  the  second 

part,   including   said    ,  now   deceased,   with   the   exception  of   the 

said    administrator   as   aforesaid,    among   others,    did   subscribe 

for  certain   shares  of  the  capital  stock  of  the    Construction 

Company, 

And  whereas  the  said  party  of  the  first  part  claims  to  be  a  creditor  of 

the   said    Construction   Company  on  account   of   certain  ser^Mces 

rendered,  labor  and  material  furnished,  and  work  done  and  performed  for 
it  between  ,  Ift and 19.  .  .  .,  in  the  sum  of , 

And  whereas  a  suit  at  law  has  been  brought  in  the  District  Court  of 
the  United  States  for  the Division  of  the Judicial  Dis- 
trict of    ,  )"'C^a?"  r""''"M"ed    wherein  said  party  of  the  first 


1554    CORPORATION  FORMS  AND  PRECEDENTS. 

part  is  plaintiff  and  one who  siibseribed  for  Five  Himdiod  Shares 

of  the  capital  stock   of   said    Construction   Company   and  others 

Ve   defendants; 

Now,   therefore,   in   consideration   of   the   sum   of    Dollars 

1$ )  by  the  said  parties  of  the  second  part  to  the  said  party  of  the 

first  part  in  hand  paid,  the  receipt  whereof  is  hereby  confessed  and  acknowl- 
edged, the  said  party  of  the  first  part  does  co\'enant  and  agree  to  and 
with  the  said  parties  of  the  second  part  that  he  will  Kot  sue  them  or  any 
of  them  on  account  of  any  liability  on  the  part  of  them  or  any  of  them  by 
virtue  of  their  being  the  subscribers  for  or  owners  of  any  stock  in  the 
said  .' . .  Construction  Company ;  provided,  however,  that  this  instru- 
ment shall  be  construed  to  be  a  covenant  not  to  sue  the  said  parties  of  the 
second  part  or  any  of  them,  and  in  no  way,  shape  or  manner,  to  constitute 
a  release,  or  to  affect  in  any  way  the  liability  of  any  persons  other  than 

the  parties'  of  the  second  part,  as  stockholders  of  the  said    

Construction  Company. 

And  it  is  further  covenanted  and  agreed  that  should  said  first  party 
prevail  in  the  above  mentioned  suit  in  the  United  States  Court,  he  will 
protect  and  save  harmless  said  second  parties  and  each  of  them  from  any 
suit  by  the  defendant  in  the  above  named  action,  his  representatives  or 
assigns,  against  said  second  parties  or  any  of  them  for  contribution  on 
account  of  any  judgment  or  satisfaction  thereof,  which  may  be  obtained 
by  said  first  party. 

In  witness  whereof  the  said  parties  hereto  have  hereunto  affixed  their 
hands  and  seals  on  the  day  and  year  first  above  written. 

[Seal] 

[Seal] 

[Seal] 

Administrator  of  the  Estate  of ,  deceased. 

[Seal] 

[Seal] 

[Seal] 

[Seal] 

See  for  covenants  not  to  sue,  Vogel  v.  Harris,  112  Ind.  494;  Eobertson  v. 
Trammell  98  Tex.  304;  Emerson  v.  Baylies,  19  Pick.  (Mass.)  55;  Russell 
V  Adderton,  64  N.  C  417;  Cuyler  v.  Cuyler,  2  Johns.  (N.  Y.)  186;  Tomp- 
kins V.  Clay  St.  R.  Co.,  66  Cal.  163;  Morgan  v.  Butterfield,  3  Mich.  615; 
City  of  Chicago  v.  Smith,  95  111.  App.  335;  Irvine  v.  Milbank,  15  Abb.  Pr. 
[N.  S.]   (N.  Y  )  378. 

Form  1849. 

AGREEMENT  TO  PAY  MONEY  WITH  RELEASE  AND 
OTHER  STIPULATIONS. 

This  agreement  made  this  ....   day  of ,  A.  D.  19.  . .  .,  between 

^  of   County,    ,  party  of  the  first  party,  and 

The    Company,   a  corporation   organized  under  the  laws  of  the 

State  of   ..'. ,  party  of  the  second  part. 

Whereas,  the  said  party  of  the  first  part  hereto  did,  on  the day  of 

January,  A.  D.  19 ,  enter  into  a  certain  agreement  with  the  said  party 

of  the  second  part  hereto,  which  said  agreement,  together  with  the  exhibits 
thereto    attached    and    therein    referred    to,    is    hereto    attached,    marked 


miscellaxp:o['S  corporatp:  ixstr['mknts.  1555 

"Exhibit  A,"  and  nunle  a  part  hereof^  and  is  liereinal'tor  lefcired  to  as 
"said  agreement  of  January   ....,  A.  D.  19....";  and, 

Whereas,  the  said  party  of  the  first  part  did,  on  the  ....  day  of  Decem- 
ber, A.   D.   19....,  entor   into  a  certain   agreement   with  the    

Irrigation  Company,  a  corporation  organized  under  the  laws  of  the  State 

of   ,  a  copy  of  which  said  agreement,  together  with  the  exhibits 

thereto  attached  and  therein  referred  to,  is  attached  to  said  agreement  of 
January  ....,  A.  D.  10....,  marked  "Exhibit  "A,"  and  made  a  part 
thereof,  and  is  hcMcinat'tiT  referred  to  as  "said  agreement  of  December, 
..  ..,  A.  D.  19 ";  and, 

Whereas,  the  said  party  of  the  second  part  has  advanced  to  the  said 
party  of  the  first  part,   in  connection  with  said  above  named  agreements, 

\he  sum  of   Dollars   ($ ),  which  said  sum  is  now  due  and 

iwing  by  the  said  party  of  the  first  part  to  the  said  party  of  the  second 
/>art,  and  is  evidenced  by  an  itemized  account  of  said  advances,  a  copy  of 
which  account  is  hereto  attached,  marked  "Exhibit  B, "  and  made  a  part 
hereof ; 

Now,  therefore,  for  and  in  consideration  of  the  mutual  promises  and 
agreements  hereinafter  contained,  and  in  further  consideration  of  the 
3um  of  One  Dollar  ($1),  by  each  of  the  parties  hereto  in  hand  paid  to  the 
Dther,  the  receipt  whereof  is  hereby  confessed  and  acknowledged,  and  for 
other  good  and  valuable  considerations  moving  between  the  parties  hereto, 
the  existence  of  which  is  hereby  confessed,  It  is  hereby  agreed  by  and 
between  the  parties  hereto  as  follows: 

I.  The  said  party  of  the  first  part  has  endorsed  as  correct  said  account 
for  moneys  so  advanced  by  the  said  party  of  the  second  part  to  the  said 
party  of  the  first  part,  a  copy  of  which  said  account  is  marked  "Exhibit 
B, "  as  aforesaid,  and  does  hereby  agree  that  there  is  due  by  the  said 
party  of  the  first  part  to  the  said  party  of  the  second  part,  the  said  sum 

of  $ ,  and  does  hereby  agree  to  pay  the  said  sum  to  the  said  party 

of  the  second  part,  or  to  whomsoever  it  shall  direct. 

II.  The  said  party  of  the  first  part  does  hereby  remise,  release,  and 
forever  discharge  the  said  party  of  the  second  part,  and  its  successors,  of 
and  from  all  and  all  manner  of  actions  and  causes  of  action,  suits,  debts, 
dues,  accounts,  bonds,  covenants,  contracts,  agreements,  judgments,  claims, 
and  demands,  whatsoever,  in  law  or  equity,  against  the  said  party  of  the 
second  part  which  the  said  party  of  the  first  part  ever  had,  now  has,  or 
which  he,  his  heirs,  executors,  administrators,  or  assigns,  or  any  of  them, 
hereafter  can,  shall,  or  may  have,  for  or  by  reason  of  the  said  agreement 

of  January ,  A.  D.  19.  . .  .,  or  for  or  by  reason  of  any  other  cause, 

matter,  or  thing,  whatsoever,  up  to  the  day  of  the  date  of  these  presents, 
it  being  understood  and  agreed,  however,  that  this  release  and  discharge 
does  not  extend  to,  and  shall  not  be  construed  as  releasing  or  discharging, 
the  agreement   of  the   said  party   of  the  second  part  to   pay  to   the  said 

party  of  the  first  part  the  said  sum  of   Dollars   ($ ),  as 

provided  in  Clause  III  of  this  agreement. 

in.  The  said  party  of  the  second  part  does  hereby  agree  with  the  said 
party  of  the  first  part,  that  if  the  said  party  of  the  second  part  shall  sell, 

transfer,  or  assign  its  said  claim  for  the  said  sum  of  $ so  due 

to  the  said  party  of  the  second  part  from  the  said  party  of  the  first  part- 
as   aforcSiiiil,    to    any   person    or    persons,    finn,    or   corporation,   and   shall 


1556    CORPORATION  FORMS  AND  PRECEDENTS 

realize  the  full  amount  of  such  account  in  cash  received  in  consideration 
for  such  sale,  transfer,  or  assignment  of  such  account  or  claim  of  the  said 
party  of  the  second  part  against  the  said  party  of  the  first  part,  or  from 
moneys  received  from  notes  or  other  securities  satisfactory  to  the  said 
party  of  the  second  part  in  consideration  for  such  sale,  transfer,  or  assign- 
ment, and  that  if  the  said  party  of  the  second  part  shall  not  be  called 
upon  to  make  any  further  expenditure,  or  outlays,  or  payments,  of  any 
character  whatsoever,  or  for  any  cause,  to  any  person  or  persons,  firm,  or 
corporation,  in  connection  with,  or  arising  out  of,  said  agreements,  or 
either  of  them,  the  said  party  of  the  second  part  will  pay  to  the  said 
party  of  the  first  part,  out  of  the  amount  so  realized  from  such  sale, 
transfer    or   assignment,   when   such    full   amount    shall   be   so   realized   in 

cash,  the  sum  of   Dollars   ($ ). 

IV.     The  said  party  of  the  second  part  hereby  waives  and  releases  all 
claims  to  any  profits  which  have  accrued,  or  which  may  accrue,  to  it  out  of 

or  by  virtue  of  the  said  agreement  of  January ,  A,  D.  19 ;  and  the 

said  party  of  the  second  part  does  hereby  remise,  release,  and  forever 
discharge  the  said  party  of  the  first  part,  his  heirs,  executors,  administrators, 
and  assigns,  of  and  from  all  and  all  manner  of  actions  and  causes  of  action, 
suits,  debts,  dues,  accounts,  bonds,  covenants,  contracts,  agreements,  judg- 
ments, claims,  and  demands,  whatsoever,  in  law  or  equity,  except  as  herein- 
after provided,  which  against  the  said  party  of  the  first  part,  the  said 
party  of  the  second  part  ever  had,  now  has,  or  which  it  or  its  successors 
hereafter  can,  shall,  or  may  have,  for  or  by  reason  of  any  cause,  matter, 
or  thing,  whatsoever,  from  the  beginning  of  the  world  to  the  day  of  the 
date  of  these  presents,  it  being  understood  and  agreed,  however,  that  this 
release  and  discharge  does  not  extend  to  and  shall  not  be  construed  as 
releasing  or  discharging  the  said  party  of  the  first  part  from  his  obligation 
to  pay  to  the  said  party  of  the  second  part,  and  its  assigns,  the  sum  of 
money  referred  to  in  Clause  I  of  this  agreement,  which  said  sum  of  money 
is,  notwithstanding  anything  herein  contained,  due  by  the  said  party  of  the 
first  part  to  the  said  party  of  the  second  part,  and  which  said  sum  he 
agrees  to  pay  to  the  said  party  of  the  second  part. 

V.  The  stipulations  and  agreements  aforesaid  are  to  bind  the  executors, 
administrators,  and  successors  of  the  respective  parties. 

In  witness  whereof,  the  said  party  of  the  first  part  has  hereunto  set  his 
hand  and  seal,  and  the  said  party  of  the  second  part  has  caused  its  corporate 
name  to  be  hereunto  aflSxed,  and  its  corporate  seal  to  be  hereto  attached, 

and  these  presents  to  be  signed  by  its  president  and  secretary, 

respectively,  the  day  and  year  first  above  written. 

[Seal] 

[Corporate  Seal]  The ^ Company, 

Attest  By    Its  President. 

, Its  Secretary. 

Form  1850. 
GENERAL  POWER  OF  ATTORNEY. 

Know  all  men  by  these  presents,   that  I    ,   of    , 

have  made,  constituted  and  appointed,  and  by  these  presents  do  make,  con- 
stitute and  9.ppoi.->t ,  true  and  lawful  attorney,  for  me  and  in  my 


MISCP:LLANE0US  corporate  instruments.    1557 

name,  juaco,  and  stciid,  aii<l  for  my  use  and  bonefit, to  ask,  de- 
mand, sue  for,  recover,  collect  and  receive  all  such  sums  of  money,  debts, 
dues,  accounts,  legacies,  bequests,  interests,  dividends,  annuities,  ami  de- 
mands whatsoever,  as  are  now  or  shall  hereafter  become  due,  owing,  payalde, 
or  belonging  to  me,  and  have,  use,  and  take  all  lawful  ways  and  means,  in 
my  name  or  otherwise,  for  the  recovery  thereof,  Vjy  attachments,  arrests,  dis- 
tress, or  otherwise,  and  to  compromise  and  agree  for  the  same,  and  acquit- 
tances or  other  sullicient  discharges  for  the  same,  for  me  and  in  my  name,  to 
make,  seal,  and  deliver;  to  bargain,  contract,  agree  for,  purchase,  receive,  ami 
take  lands,  tenements,  hereditaments,  and  accept  the  seizin  and  possession  of 
:  II  lands,  and  all  deeds  and  other  assurances,  in  the  law  therefor,  and  to  lease, 
li>t,  demise,  bargain,  sell,  remise,  release,  convey,  mortgage,  and  hypothecate 
lands,  tenements,  and  hereditaments  upon  such  terms  and  conditions,  and 

under  such  covenants,  as   shall  think  fit.     Also,  to  bargain  and 

agree  for,  buy,  sell,  mortgage,  hypothecate,  and  in  any  and  every  way 
and  manner  deal  in  and  with  goods,  wares,  and  merchandise,  choses  in 
action,  and  other  property  in  possession  or  in  action,  and  to  make,  do,  and 
transact  all  and  every  kind  of  business  of  what  nature  and  kind  soever,  and 
also  for  me  and  in  my  name,  and  as  my  act  and  deed,  to  sign,  seal,  execute, 
deliver,  and  acknowledge  such  deeds,  leases  and  assignment  of  leases, 
covenants,  indentures,  agreements,  mortgages,  hypothecations,  bottomries, 
charter  parties,  bills  of  lading,  bills,  bonds,  notes,  receipts,  evidences  of 
debt,  releases  and  satisfaction  of  mortgage,  judgment  and  other  debts, 
and  such  other  instruments  in  writing,  of  whatever  kind  and  nature,  as 
may  be  necessary  or  proper  in  the  premises.  And  I  authorize  my  said 
attorney  one  or  more  attorneys  under  him  to  substitute,  and  again  at  his 

pleasure  revoke.     Giving  and  granting  unto    ,  said  attorney  and 

his  substitute  or  substitutes,  full  power  and  authority  to  do  and  perform 
all  and  every  act  and  thing  whatsoever  requisite  and  necessary  to  be  done 
in  and  about  the  premises,  as  fully  to  all  intents  and  purposes  as  I  might 
or   could   do  if  personally  present,   I   hereby  ratifying  and  confirming  all 

that    ,   said  attorney    ,  or  his  substitute  or  substitutes 

shall  lawfully  do  or  cause  to  be  done  by  virtue  of  these  presents. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  seal,  the  ....  day 
of    ,   one  thousand  nine  hundred  and   

Signed,  sealed  and  delivered  in  the  presence  of: 


[Seal] 

(Add  acknowledgment.) 

See  Forms  TOPS.  IIX^,  llPl,  l]0(i,  1197,  supra. 

Form  1851. 
POWER  OF  ATTORNEY  WITH  AN  INTEREST. 

Know  all  men  by  these  presents,  that   Company,  a  corporation 

duly  organized  and  existing  under  and  by  virtue  of  the  laws  of  the  State 

of ,  has  made,  constituted  and  appointed,  and  by  these  presents 

does  make,   constitute  and  appoint    ,  of   ,  in  the   State 

of   ,  to  be  its  true  and  lawful  attorney,  for  it  and  in  its  name, 

place   and   stead,   to   sell   or  bargain   the   following   described   property,   to 


1558    COKPORATIOX  FORMS  AND  PRECEDENTS. 

wit:  (Describe  property)  with  all  the  appurtenances  thereof,  upon  ine 
following   terms   and   conditions,   to   wit:      (Insert   terms   and   conditions) 

hereby  giving  and  granting  unto  its  said  attorney  for  a  term  of 

from  this  date,  the  sole  and  exclusive  sale  and  exchange  of  the  above 
described  property,  with  full  power  and  authority  to  do  and  perform  all 
and  every  act  and  thing  whatever,  requisite  and  necessary  to  be  done  in  and 
about  the  premises,  with  full  power  of  substitution  or  revocation,  hereby 
ratifying  and  confirming  all  that  its  said  attorney  or  his  substitute  shall 
lawfully  do  or  cause  to  be  done  by  virtue  thereof. 

And  in  consideration  of  One  Dollar,  to  it  in  hand  paid  by  its  said  attor- 
ney, the  receipt  whereof  is  hereby  acknowledged,  and  for  other  good  and 

valuable  consideration,  the  said   Company  does  hereby  agree  for 

itself,  its  successors  and  assigns,  to  pay    its  attorney,  his  heirs  and  assigns 

per  cent,  commission  on  the  gross  amount  of  such  sale,  bargain 

or  exchange,  whenever  and  by  whomever  sold,  bargained  or  exchanged, 
together  with  the  advertising  and  other  expenses,  provided  such  sale,  bargain 
or  exchange,  be  made  before  the  expiration  of  the  time  granted,  as  above 
stipulated;  and  that  should  the  said  property  be  sold  or  bargained  within 
the  time  above  granted,  by  others,  directly  or  indirectly,  or  from  any 
order  or  right  which  it  or  others  do  or  may  possess  in  the  premises,  then 
and  in  that  case,  the  commissions  as  above  mentioned,  to  its  said  attorney 
shall  not  be  lessened  or  decreased  thereby,  but  shall  thereupon  immediately 
become  due  and  payable;  and  also,  that  should  it  withdraw  or  cause  to  be 
withdrawn  the  said  property,  or  any  part  thereof,  from  sale  by  him,  it  agrees 
before  such  withdrawal,  to  pay  its  said  attorney,  his  heirs  and  assigns, 
all  expenses  incurred,  and  also  the  above  named  commissions,  in  full  satis- 
faction of  this  agreement,  hereby  granting  unto  its  said  attorney,  his 
heirs  and  assigns,  a  good,  perfect  and  sufficient  lien  on  the  said  premises 
for  his  said  commissions,  in  case  of  sale,  bargain  or  exchange,  or  in  case 
of  withdrawal  of  the  same  from  sale,  for  expenses  incurred  as  before  stated. 
It  is  expressly  understood  that  in  case  of  withdrawal  of  above  described 

property,  the  said   Company  shall  give  its  said  attorney 

days'    notice,    in    writing,    of    its    intention;    otherwise    it    shall 

remain  in  his  control  as  aforesaid. 

In  witness  whereof,  the  said Company  has  caused  these  presents 

to  be   signed  by   its   officers   thereunto   duly   authorized,   and  its  corporate 

seal  to  be  hereunto   affixed,   this    ....    day  of    ,   19.... 

Company, 

[Corporate  Seal]  By   

Attest:  Its  President. 


Secretary. 
(Add  acknowledgment  for  appropriate  state.) 


Form  1852. 

POWER  OF  ATTORNEY  TO  PROSECUTE  CLAIM 

AGAINST  GOVERNMENT. 

Know  all  men  by  these  presents,  that   The    Company,  a  cor- 
poration organized  and  existing  under  tlie  laws  of  the  State  of   

has  made,    -constituted,   and  appointed,   and  by  these  presents   does   niako. 


MiSCELLANEOUS  CORPORATE  INSTRUMENTS.    1559 

constitute  and  appoint  ,  of  ,  its  true  ana  lawful  attor- 
ney   ,  for  it,  and  in  its  name,  place,  and  stead,  hereby  annulling  and 

revoking  all  former  Powers  of  Attorney  or  authorizations  whatever  in  the 
premises,  to  proscc-ute  before  any  Department,  or  the  Courts,  or  Committees 
of  Congress  of  the   United  States  until   final  completion,  for  it,  its  Claim 

for and  to,  from  time  to  time,  furnish  any  further  evidence  necessary 

or  that  may  be  demanded,  giving  and  granting  to  its  said  attorney  full 
power  and  authority  to  present  and  verify  any  petition  or  replication  and 
to  do  and  perform  all  and  every  act  and  thing  whatsoever  requisite  or 
necessary  to  be  done  in  and  about  the  premises,  with  full  power  of  substi- 
tution and  revocation,  hereby  ratifying  and  confirming  all  that  its  said 
attorney  or  his  substitute,  may  or  shall  lawfully  do  or  cause  to  be  done 
by  virtue  hereof,  and  the  said  attorney,  or  if  he  should  die,  his  legal 
representative,  is  authorized  to  receive  any  draft  or  warrant  that  may  be 
issued  in  settlement  of  said  claim;  also,  in  consideration  of  the  obligations 
assumed  on  the  part  of  said  attorney,  this  Power  of  Attorney  is  irrevocable 

by  said  The Company,  and  any  person  who  may  have  rights  under 

the  undersigned,  shall  recognize  the  same  until  said  claim  is  settled  and  the 
draft  issued  in  payment  thereof  is  received  by  said  attorney  or  his  legal 
representative  or  his  substitute. 

In   testimony  whereof,   said   The    Company  has   caused   these 

presents  to  be  signed  by  its  President,  and  its  corporate  seal  to  be  hereunto 

affixed  and  attested  by  its  Secretary  this  ....  day  of ,19 

The   Company, 

Attest :  By    Its  President. 

Secretary. 

Signed,  sealed  and  delivered  in  the  presence  of: 


(Two  witnesses  required.) 

STATE    OF      ,|gg 

County  of   ( 

Be  it  known,  that  on  this   ....   day  of   ,  in  the  year  nineteen 

hundred     ,    before    me,    the    undersigned,    a     in    and 

for  the  said  County  and  State  personally  appeared   ,  the  Presi 

dent  and ,  the  Secretary  of  The Company  above  named, 

to  me  well  known  to  be  the  identical  persons  whose  names  are  signed  to  the 
foregoing  Letter  of  Attorney,  as  such  President  and  Secretary,  and  who 
executed  the  said  Letter  of  Attorney  on  behalf  of  said  The Com- 
pany, and  the  same,  having  been  first  fully  read  over  to  them  and  the  contents 
thereof  duly  explained,  acknowledged  that  they  signed  said  Letter  of  At- 
torney on  behalf  of  said  Company  and  affixed  the  corporate  seal  of  said 
Company  to  said  Letter  of  Attorney,  and  delivered  the  same  freely  and  vol- 
untarily as  the  act  and  deed  of  said  The Company  for  the  uses 

and  purposes  therein  set  forth,  and  I  certify  that  I  have  no  interest,  present 
or  prospective  in  said  claim. 

In  testimony  whereof,  I  have  hereunto  set  my  hand  and  affixed  my  seal 
of  office,  the  day  and  year  last  above  written. 


[L.  S.]  (Official  Signature.) 


1560    CORPORATION  FORMS  AND  PRECEDENTS.     ^ 

1, ,  Clern  of  the  County  Cou  and  lor  aforesaiil  County  and 

State,   do  certify  that    ,   Esq.,   who  hath  signed  his  name  to  the 

foregoing  decdaration  and  affidavit   was  at  the  time  of  so  doing   

in  and  for  said  County  and  State,  duly  commissioned  and  sworn;  that  all 
his  official  acts  are  entitled  to  full  faith  and  credit,  and  that  his  signature 
thereunto  is  genuine. 

Witness  my  hand  and  seal  of  office,  this  ....  day  of ,  19.  . .  . 

[Seal]  Clerk  of  the   

(Note.  This  should  be  sworn  to  before  a  clerk  of  court,  notary  public, 
or  justice  of  the  peace.  If  before  a  justice  or  notary,  then  clerk  of  county 
court  must  add  his  certificate  of  character  hereon,  and  not  on  a  separate 
slip  of  paper.) 

See  for  form  of  agreement  for  arbitration  of  pending  suit,  Burrell  v. 
U.  S.,  147  Fed.  44. 

Form  1853. 

POWER  OF  ATTORNEY  TO  SELL  STOCK,  AND 
RECEIVE  DIVIDENDS. 

Know  all  men  by  these  presents,  that   1,   .  . ,  of   ,  have 

made,  ordained  and  constituted,  and  do  hereby  make,  ordain  and  constitute 

,   of    ,   to   be   my   true,   sufficient   and  lawful   attorney, 

for  me  and  in  my  name,  place  and  stead,  to  sell  and  transfer  unto  any  per- 
son   or   persons   whatever,   and   for   such   price   as   my   said   attorney   shall 

think  fit,   ....   shares  of  stock  of  the .  .   company   (or  bank),  and 

also  for  me  and  in  my  name,  place  and  stead,  to  make  and  pass  all  neces- 
sary acts  of  assignment,  and  to  receive  and  give  receipts  for  the  considera- 
tion money  arising  from  the  sale  thereof;  and  also  for  me  and  in  my  name, 
place  and  stead,  to  receive  and  give  receipts  for  all  interest  and  dividends 
now  due,  or  that  shall  become  due  on  the  stock  as  aforesaid,  until  the  sale 
and  transfer  thereof:  Hereby  ratifying  and  confirming  all  lawful  acts 
done  by  my  said  attorney  by  virtue  hereof. 

In   testimony  whereof,  T,  the  said    ,  have  hereto  set  my  hand 

and  seal  this'  ....   day  of ,  in  the  year  19.  . .  . 

[Seal] 

Form  1854. 
POWER  OF  ATTORNEY  TO  TRANSFER  STOCK. 

Know  all  men  by  these  presents  that  I,    ,  do  make,  constitute 

and   appoint    ,   of    ,  my  true  and   lawful  attorney,   for 

me  and  in  my  name  and  on  my  behalf,  to  sell,  assign  and  transfer 

shares  in  the  capital  of  The  Company,  belonging  to  me,  and  to 

receive  the  consideration  money,  and  to  give  a  receipt  or  receipts  for  the 
same,  and  for  the  time  being,  and  generally  to  do  all  lawful  acts  requisite 
for  effecting  the  premises,  hereby  ratifying  and  confirming  all  that  my 
said  attorney  shall  do  therein. 

In  witness  whereof,  T  have  hereunto  set  my  hand  and  seal  at 


MISCELLANEOUS  CORPORATE  INSTRUMENTS.    1561 

this   ....    day  of   ,   iu   tLe  year  uf  Our  Lord  one  thousand  nine 

hundred    

Signed  and  sealed  in  the^ 
presence  of:  I 

[SfUL] 

Form  1855. 
REVOCATION  OF  POWER  OF  ATTORNEY. 

Know  all  incii  by  these  presents,  that  The  Company,  a  cor- 
poration organized  and  existing  under  the  laws  of  the  State  of    

for  divers  good  causes  and  considerations  to  it  hereunto  especially  moving, 
has  recalled,  revoked,  countermanded,  annulled  and  made  void  and  of  no 
effect,  and  by  these  presents  does  recall,  revoke,  countermand  and  make 
void   and   of   no   effect   a   certain  power  of   attorney  executed  by   it  and 

under   its  corporate  seal,  bearing  date  the   ....    day  of    ,  A.  D. 

19....,    (a  copy  of  which  said  power  of  attorney  is  hereto  attached  and 

marked    Exhibit    "A"),    to    ,    of    ,    in    the    State    of 

J   given,   executed   and   delivered,   and   all  powers  and  authorities 

whatsoever   therein   given,   expressed   and   declared. 

In  witness  whereof,  said  The  Company  has  caused  these  pres- 
ents to  be  signed  by  its  President  thereunto  duly  authorized  and  its  cor- 
porate seal  to  be  hereunto  affixed,  and  attested  by  its  secretary,  this   .... 

day  of    ,  A.  D.  19.... 

The    Company, 

Attest :  By    

Its  President. 

Secretary. 

(Add  acknowledgment,  if  to  be  recorded.) 

Form  1856. 
SUBSTITUTION  UNDER  POWER  OF  ATTORNEY. 

Know   all  men  by  these   presents,  that   I,    of  the  County  of 

,   and   State   of    ,    in   pursuance   and  by   virtue   of   the 

powers  invested  in  me  by ,  of ,  State  of ,  by 

a  {)ower  of  attorney  under hand  and  seal,  bearing  date  the  .  . .  day 

of    ,    A.    D.    19.._. .,    have    substituted,    deputed    and    appointed 

,  of    ,  State  of    ,  to  be  my  true  and  lawful 

attorney   to    (here   insert   the   power   contained    in    the    original    power   of 

attorney),  giving,  and  by  these  presents  granting  unto  the  said   , 

my  full  and  whole  derived  power  in  the  premises,  in  as  full  and  ample 
manner,  to  all  intents  and  purposes,  as  I  have  received  the  same  from  the 

said    ,  by  the   hereinbefore   mentioned   power   of   attorney.     And 

I,   the   said    ,  as  well   for   the  said    (maker  of  power 

of  attorney)  as  for  myself,  hereby  agreeing  to  ratify,  allow  and  indemnify 
and  confirm  all  and  whatsoever  the  said  (substitute)  shall  law- 
fully do  therein,  by  virtue  of  this  my  substitution. 


J562     CORPORATION  FORMS  AND  PRECEDENTS. 

In  testimony  whereof,  I,  the  said   ,  have  hereunto  set  my  hand 

and  seal  this   ....    day  of   ,  in  the  year  19 ...  . 

[Seal] 

Witnesses: 


(Add   acknowledgment,    if   to   be   recorded.) 

If  jiowor  of  attorney  was  given  by  corporation,  this  form  can  be  readily 
adapted  for  use  in  reference  to  the  same. 

Form  1857. 
i>OWER  OF  ATTORNEY  TO  RECOVER  DEBTS. 

Know  all  men  by  these  presents,  that  The Company,  a  cor- 
poration organized  and  existing  under  the  laws  of  the  State  of , 

(hereinafter  called  the  Company),  for  divers  good  causes  and  considerations, 
to  it  hereunto  especially  moving,  has  made,  ordained,  authorized,  constituted 
and  appointed,  and  by  these  presents  does  make,  ordain,  authorize,  constitute 

and  appoint   ,  of   ,  its  true  and  lawful  attorney,  for 

it,  in  its  name  and  to  and  for  its  sole  use  and  benefit,  to  bring  to  account 
and  reckoning,  and  to  ask,  demand,  sue  for,  levy,  recover,  and  to  receive  of 
and  from  all  and  any  person  or  persons  whomsoever  and  wheresoever,  all  such 
sum  and  sums  of  money  whatsoever,  which  they  or  any  of  them  shall  or  may 
be  any  ways  indebted  unto  it,  on  any  account  whatsoever,  and  on  receipt 
thereof,  or  any  part  or  parts  thereof,  for  it  in  its  name,  and  to  its  use, 
such  good  and  sufficient  receipts  and  discharges  to  make  and  give  for  the 
same  as  the  nature  of  the  case  shall  require,  and  to  liquidate  and  discharge 
the  same,  and  on  neglect  or  refusal  from  or  by  any  such  person  or  persons 
to  pay  all  or  any  such  sum  or  sums  of  money,  so  due  and  owing  unto  it  as 
aforesaid,  to  take  and  use  all  such  usual  and  customary  legal  ways  and 
means  for  compelling  or  securing  the  due  payment  thereof,  by  action,  suit, 
attachment  or  otherwise,  howsoever,  in  its  name,  as  its  said  attorney  shall 
be  advised,  and  for  it  in  its  name  and  for  its  use  to  prosecute  and  defend 
all  or  any  actions  or  suits,  either  at  law  or  in  equity,  attachment  or  other 
legal  process,  now  brought,  or  to  be  brought  and  commenced  by,   for  or 

against  it,  in  any  court  or  courts  of  judicature  in ,  and  therein 

to  proceed  to  judgment  and  execution  thereon,  or  to  discontinue  or  com- 
promise the  same,  as  its  said  attorney  shall  be  advised,  or  to  do  any  other 
act,  matter  or  thing  which  shall  be  required  and  necessary  to  be  done  on  its 
j.art  and  behalf,  in  the  proceedings,  or  carrying  on  or  defending  any  such 
action  or  suit,  so  brought  or  to  be  brought,  as  aforesaid,  and  also  for  it,  and 
to  or  for  its  use,  to  defray,  pay  and  discharge  'all  sum  and  sums  of  money, 
debts,  dues,  claims  and  demands  which  shall  or  may  be  justly  due  and  owing 
from,  or  accrue  against  it  to  any^person  or  persons  whomsoever,  on  any  ac- 
count whatsoever,  and  to  take  and  receive  for  the  same  such  receipts  and 
discharges  as  the  case  may  require,  and  also  for  it,  in  its  name,  and  to  and 
for  its  use  and  benefit,  to  do,  transact,  execute  and  perform  all  and  whatso- 
ever other  act,  matters  and  things  which  shall  or  may  arise,  and  be  requisite 
and  necessary  to  be  done  in  and  about,  touching  or  concerning  the  manage- 
ment of  its  affairs  and  concerns,  or  any  of  them,  or  in  any  manner  relative 
thereto,  and  generally,  for  it,  in  its  name,  and  to  its  use,  to  do  and  perform 
and  execute  all  and  whatsoever  other  acts,  matters  and  things  which  ita 


.MlSCELLAXEOrS  COKPOKA'J'E  IXSTRL'MEXTS.     1563 

said  attorney  shall  judge  requisite  and  necessary,  or  to  be  advisable  to  be  done 
in  and  about  the  premises,  as  fully  and  effeftually,  to  all  intents  and  pur- 
poses, as  if  said  Company,  itself,  were  present  and  did  the  same:  it,  the  said 
Company,  hereby  ratifying,  allowing  and  agreeing,  for  itself  and  its  suc- 
cessors, from  time  to  time,  and  at  all  times  hereafter,  to  ratify,  allow  and 
confirm  as  good  and  valid,  all  and  whatsoever  its  said  attorney  shall  law- 
fully do  or  cause  to  be  done  in  and  about  the  premises  by  virtue  hereof. 

In  testimony  whereof,  said   The    Company,  has  caused   its 

corporate  name  to  be  hereunto  signed  by  its  President  and  its  corporate 
seal  to  be  hereunto  affixed  by  its  Secretary,  thereunto  duly  authorized,  this 

day  of 19 

[Corporate  Seal  J  The  Company, 

Attest :  By   

Its  President, 

Secretary. 

(Acknowledgment.) 


CHAPTER  XXIX. 
AGREEMENTS  WITH  EMPLOYES. 

Form  1858. 

AGREEMENT  BETWEEN  CORPORATION  AND 
EMPLOYE. 

Memorauduni    of    agreement,    made    and    entered    into   this    ....    day    of 

,    A.    D.    19....,    by    and    between    ,    of    the    City    of 

,  party  of  the  first  part,  and  The  Company,  a  cor- 
poration  organized   under   the   laws    of   the   State   of    ,   with   its 

principal  offices  in  the  City  of   ,  party  of  tlie  second  part; 

"Whereas,  the  said  party  of  the  first  part  has  for  many  years  engaged 
in  the  business  of  general  contracting  in  the  City  of  Chicago  and  else- 
where, and  is  now  about  to  cease  such  business;   and 

Whereas,  the  said  party  of  the  second  part  is  desirous  of  securing  the 
services  of  the  said  party  of  the  first  part; 

Now  therefore,  for  and  in  consideration  of  the  sum  of  One  Dollar 
($1.00)  in  hand  paid  by  each  of  the  imrties  hereto,  one  to  the  other,  the 
receipt  whereof  is  hereby  acknowledged; 

It  is  agreed  by  and  between  the  parties  hereto  as  follows: 

1.  That  the  said  party  of  the  first  part  shall  and  does  enter  into  the 

service  of  the  said  party  of  the  second  part,  as   in  its  business 

of   general    contracting,   for   the   period   of   one    (1)    year    from   the    .... 

day  of ,  A.  D.  19.  .  .  .,  subject  to  the  general  control  of  the  said 

party  of  the  second  part. 

2.  That  the  said  party  of  the  first  part  shall  devote  the  whole  of  his 
time,  attention,  and  energies  to  the  performance  of  such  duties  as  may 
be  assigned  to  him  by  the  said  party  of  the  second  part,  and  shall  not, 
either  directly  or  indirectly,  alone  or  in  partnership,  be  connected  with 
or  concerned  in  any  other  business  or  employment  whatsoever,  during  the 
said  term  of  his  employment,  and  shall  serve  the  said  party  of  the  second 
part  faithfully,  diligently,  and  according  to  his  best  abilities  in  all 
respects,  and  use  his  utmost  endeavors  to  promote  the  interests  of  the 
said  party  of  the  second  part. 

3.  The  fixed  salary  of  the  said  party  of  the  first  part  shall  be  the 
sum  of  One  hundred  Dollars  ($100)  per  month,  payable  by  the  said  party 
of  the  second  part  semi-monthly,  from  the  commencement  of  the  said 
service,  on  the  first  and  fifteenth  days  of  each  month;  it  being  understood 
and    agreed,    however,    that    the   said    party    of    the    first   part    shall    only 

receive   for   the   month   of    ,  A.   D.   19....,   a  sum   bearing   such 

proportion  to  said  One  hundred  Dollars  ($100)  as  the  time  of  such  employ- 
ment  in  the  month  of    ,   A.   I).    19....,  shall  boar   to   tlie   entire 

month,  such  proportionate  sum  to  be  paid  on   ,  A.  1).  19.  .  .  . 

The   reasonable    traveling    expenses    and    hotel    Itills    while    so    traveling, 

1564 


AGREEMENTS  WITH  EMPLOYES.  1565 

and  the  legitimate  and  reasonable  expenses  of  tlie  said  party  of  the  first 
part  infurred  in  connection  with  the  business  of  the  said  party  of  the 
second  jiart,  sliall  be  paid  by  the  said  i)arty  of  the  second  part,  in  addi- 
tion to  the  said  fixed  salary  and  at  the  same  time  such  fixed  salary  is 
paid.  An  itemized  statement  of  such  traveling  expenses,  hotel  bills,  and 
legitimate  and  reasonable  expenses,  shall  be  furnished  bj  the  said  party 
of  the  first  part  to  the  said  party  of  the  second  part. 

4.  All  agreements,  contracts,  understandings,  or  arrangements  which 
may  have  been  heretofore  made  or  had  with  reference  to  the  emjiloy- 
ment  of  the  said  party  of  the  first  part  by  the  said  party  of  the  second 
part,  or  with  reference  to  the  compensation  of  the  said  party  of  the  first 
part  for  or  in  respect  to  such  employment,  are  hereby  wholly  abrogated, 
discharged,  and  annulled;  it  being  hereby  agreed  that  this  writing  con- 
stitutes and  expresses  the  whole  agreement  of  the  parties  with  reference 
to  the  employment,  and  compensation  for  or  in  respect  to  such  employ- 
ment, of  the  party  of  the  first  part  by  the  party  of  the  second  part ;  all 
promises,  undertakings,  representations,  agreements,  understandings  and 
arrangements  with  reference  to  such  employment  and  compensation  being 
herein   merged. 

5.  No  person  other  than  the  Board  of  Directors  of  the  party  of  the 
second  part  has  authority  to  change  or  modify  this  agreement. 

In  witness  whereof,  the  said  party  of  the  first  part  has  hereunto  set 
his  hand  and  seal,  and  the  said  party  of  the  second  part  has  hereunto 
caused  its  corporate  name  to  be  afiixed,  and  these  presents  to  be  signed 
by  its  President  and  Secretary,  and  its  corporate  seal  to  be  hereunto 
affixed,  the  day  and  year  first  above  written. 

; [Seal] 

The   Company, 

Attest :  By    .  .  .  .• 

Its  President. 

Secretary. 

See  generally  as  to  the  powers  of  subordinate  agents  of  a  corporation, 
Cook  on  Corporations,  §S  719-720;  Clark  &  M.,  Corp.,   §§697-706. 

See  as  to  contracts  of  employment,  Jones  v.  Williams,  139  Mo.  1,  .37 
L.  R.  A.  682;  Ehrlich  v.  Chevra,  etc.     Wizna,  86  N.  Y.  Supp.  820. 

See  for  form  of  agreement  for  employment  of  secretary,  and  petition 
in  the  Consular  Court  at  Shanghai,  China,  American  China  Development 
Co.    v.   Boyd,    148    Fed.    258. 

Form  1859. 
AGREEMENT  FOR  EMPLOYMENT. 

Agreement  made  this  ....  day  of ,  19 .  . .  .,  between  The 

Company,  a  corporation  of  the  State  of   first  party,  and , 

of ,  second  party,  witnesseth,  that  in  consideration  of  One  Dollar 

in  hand  paid  by  each  of  the  parties  hereto  one  to  the  other,  and  for  other 
good  and  valuable  considerations,  it  is  hereby  agreed  as  follows: 

Said  first  party  hereby  agrees  to  employ  said    ,   for  a   period 

of  one  year  from  December  twenty-sixth,  nineteen  hundred  and  five  at 
a  salary  of  fifty  dollars  per  week,  payable  weekly. 

Said  second  party  hereby  agrees  to  accept  said  oni]iloyment  and  devote 
his  entire  time  and  best  energies  to  fulfilling  the  duties  imposed  upon  him, 


1566     CORPORATION  FORMS  AND  PRECEDENTS. 

and  that  he  will  not  for  a  period  of  one  year  from  said  date  become  inter- 
ested in  or  engaged  in  any  other  business;  and  that  he  will  not  devote  any 
time  to  any  other  business  or  be  connected  with  any  other  business. 

The   Company, 

By    

Its    

A  writing  practically  similar  to  the  above  was  construed  in  Meyerson  v. 
Hart,  1()7  Fed.  i)l)5,  and  held  to  be  complete  in  itself.  It  was  sought  to 
show  by  parol  that  the  employee  should  be  employed  only  as  a  fireman, 
but  it  was  held  that  no  such  condition  could  be  added.  See  Development 
Co.  V.  King,  IGl  Fed.  91. 

Form  1860. 

AGREEMENT  FOR  THE  APPOINTMENT  OF  A  MANAGER 

BY  A  COMPANY. 

An  agreement,  made  this day  of ,  A.  D.  19 ,  between 

The     Company,    a    corporation,     (hereinafter    called 

' '  the  Company, ' ')  party  of  the  first  part,  and   ,  of   , 

party  of  the  second  part,  witnesseth  that  for  value  received  and  in  considera- 
tion of  the  mutual  covenants  and  agreements  herein  contained,  it  is  hereby 
agreed  as  follows: 

1.  The  said   shall  be  the  general  manager  of  the  Company, 

and  as  such  general  manager  shall  perform  the  duties  and  exercise  the 
powers  which  from  time  to  time  may  be  assigned  to  or  vested  in  him  by 
the  by-laws  of  the  Company. 

2.  The  said  party  of  the  second  part  shall  hold  the  said  office  during 
good  behavior  for  the  term  of years  from  the  date  hereof. 

3.  The  said  party  of  the  second  part  shall,  during  the  said  term,  devote 
the  whole  of  his  time,  attention  and  abilities  to  the  business  of  the  Com 
pany,  and  shall  obey  the  orders  from  time  to  time  of  the  Board  of  Directors, 
and  in  all  respects  conform  to  and  comply  with  the  directions  and  regu- 
lations given  and  made  by  them,  and  shall  well  and  faithfully  serve  the 
Company  and  use  its  utmost  endeavors  to  promote  the  interests  thereof. 

4.  There  shall  be  paid  to  the  said  party  of  the  second  part,  as  such 
general  manager,  a  salary  of  $ per  annum. 

5.  The   said   salary  shall   commence  from  the   date   hereof,    and   shall 

be  paid   monthly   on   the    day   of    ,  etc.,   the   first   monthly 

payment  to  be  made  on  the day  of next. 

6.  The  said  party  of  the  second  part  shall  be  at  liberty  to  resign  the 
said  office  at  any  time  upon  giving  to  the  Company  two  calendar  months 
written  notice  of  his  desire  so  to  do,  and  the  Company  may  terminate 
this  contract  of  employment  upon  giving  to  said  party  of  the  second  part 
a  like  notice  of  its  desire  so  to  do. 

In    witness    whereof,    said    The    Company    has    caused    these 

presents  to  be  signed  by  its  President  and  its  corporate  seal  to  be  hereunto 
affixed  and  attested  by  its  Secretary  and  the  said  party  of  the  second 
part  has  hereunto  set  his  hand  and  seal  the  day  and  year  first  above  written. 

[Corporate  Seal]  The  Company, 

Attest:  By    President. 

Secretary. 

[Seal] 


AGREEMENTS  WITH   K.Ml'LOYES.  1567 

See  as  to  the  powers  of  a  general  manager,  Cook  on  Corporations,  §  719; 
Clark  &  M.,  Corp.,  §  700;  Raleigh,  etc.,  R.  Co.  v.  Pullman  Co.,  V22  Ga.  700; 
Mullor  V.  Swanton,  140  Cal.  lI4it;  Centieville,  etc.,  Ditih  Co.  v.  Sawver  Lum- 
ber Co.,  14U  Cal.  385;  Stuart  v.  Staten  Island  Clay  Co.,  65  N.  J.  Law  546. 

Form  1861. 

AGREEMENT  FOR  THE  ENGAGEMENT  OF  A  MANAGER 
OF  A  COMPANY. 

An  agreement  niadu  the    ....    day  of   ,  between  the   

Company,  a  curporation  organized  and  existing  under  the  laws  of  the  State 

of    (hereinafter    called    the    company),    of    the    one    part    and 

of    (hereinafter   called   the   manager)    of   the   otln-r 

part. 

Whereby  it  is  agreed  as  follows: 

1.  The  Company  will  employ  the  manager  and  the  manager  will  act 
as  the  manager  of  the  company  for  the  term  of   ....   years  from  the   .... 

day    of     next    and    thereafter    until    this    agreement    shall    be 

determined    by    either    party    hereto    giving    to    the    other    (....) 

months'  notice  in  writing  of  such  intended  determination. 

2.  During  the  continuance  of  this  agreement  the  manager  shall  devote 
the  whole  of  his  time  during  the  business  hours  of  the  company  to  the 
business  of  the  company  and  shall  use  his  best  endeavors  to  promote 
the  interests  and  welfare  of  the  company.  He  shall  not  either  before 
or  after  the  termination  of  this  agreement  disclose  to  any  person  whal- 
soever  any  information  relating  to  the  company  or  its  customers  or  any 
trade  secrets  of  which  lie  shall  become  possessed  while  acting  as  manager. 

3.  The  manager  shall  not  without  the  permission  of  the  directors 
directly  or  indirectly  hold  or  deal  in  any  shares  of  the  company  or  of  any 
other   company   carrying   on   a  similar   business. 

4.  The  manager  shall  exercise  and  carry  out  all  such  powers  and 
duties  and  shall  observe  all  such  directions  and  restrictions  as  the  board 
of  directors  may  from  time  to  time  confer  or  impose  upon  him  but  in 
default  thereof  the  manager  shall  control  the  general  management  of  the 
business  of  the  company  and  shall  have  power  to  appoint  and  dismiss 
all  the  clerks  and  servants  of  the  company  (other  than  the  secretary) 
and  to  enter  into  any  trade  contracts  on  behalf  of  the  company  in  the 
ordinary  way  of  busine.«s  and  to  do  all  other  acts  and  things  which  he 
may  consider  necessary  or  conducive  to  the  interests  of  the  company. 

5.  The    manager    shall    be    entitled    by    way    of    remuneration    for    his 

services  to  an  annual  salary  of  $ to  be  paid  quarterly  on  the  usual 

quarter   days   and  also   to   a   commission   of    per   cent,   on   the   net 

profits  of   the   ('bmpany   in   each  year.     Such  net  profits  shall  be  certified 
by  the  auditors  of  the  company  and  their  certificate   shall  be  conclusive. 

6.  The  manager  sliall  be  entitled  to  take  (....  weeks)  consecutive 
holidays  in  each  year  at  a  period  to  be  approved  of  by  the  board  and 
such  other  holidays  not  exceeding  a  total  of  (....)  days  in  any  oik*  year 
as  the  board  may  from  time  to  time  approve. 

7.  If  the  manager  shall  at  any  time  be  incapacitated  by  illness  or 
otherwise  from  porfor«ning  his  duties  as  manager  for  three  consecutive 
5;alendar  months  or   if  he  shall  in  the  opinion  of  the  board  be  or  become 


1568     CORPORATION  FORMS  AND  PRECEDENTS. 

in  any  way  unfit  to  act  as  manager  the  company  may  by  three  calendar 
months'  notice  in  -writing  put  an  end  to  this  agreement  notwithstanding 
anything  hereinbefore  contained. 

8.  The  manager  shall  not  at  any  time  within  (five)  years  from  the 
determination  of  this  agreement  either  solely  or  jointly  with  or  as  agent 
for  any  other  person,  firm  or  company  directly  or  indirectly  carry  on 
or  be  engaged,  concerned  or  interested   in  carrying  on  within  the  United 

States  the  trade  or  business  of    or  any  other  trade  or  business 

similar  to  any  trade  or  business  carried  on  during  the  period  of  his 
employment  by  the  company  (except  with  the  consent  in  writing  of  the 
directors  of   the   company   for   the   time   being). 

In  witness,  etc. 

(Signature  and  seal  of  company  and  signature  and  seal  of  manager.) 

See  as  to  the  powers  of  a  general  manager,  Cook  on  Corporations,  S  719; 
Clark   &   M.,   Corp.,    §  700. 

See  for  form  of  agreement  for  employment  of  salesman  on  commission. 
In   re   Dexter,    158   Fed.    788. 

Form  1862. 
CONTRACT  FOR  EMPLOYMENT  OF   GENERAL  AGENT. 

.Memorandum  of  agreement  made  in  duplicate,  and  entered  into  this  .... 

(lay   of    ,   in   the  year   of   our   Lord,   one   thousand  nine   hundred 

and    

Between  the    Steamship  Company,  Limited,  a  body  corporate, 

incorporated  by  special  act  of  the  Parliament  of  the  Dominion  of  Canada, 

(hereinafter    called   the    company)    of    the  .first    part,    and    of 

^  in  the  county  of   ,  and  commonwealth  of    , 

general  agent,  of  the   other  part. 

Whereby  it  is  agreed  as  follows: 

(1)  The  said    shall  be  the  general  agent  of   the  company, 

and  as  such  general  agent  shall  do  and  perform  the  duties  and  exercise 
the  powers  which  from  time  to  time  may  be  assigned  to  or  vested  in  him 
by  the  directors  of  the  company. 

(2)  The   said    shall   hold   said   office   subject   as   hereinafter 

provided,  for  the  term  of  five  years  from  the  ....  day  of ,  19.  . .  . 

(3)  The   said    ,   unless   prevented   by   ill   health,  shall   during 

the  said  term   devote  the  whole  of  his  time,  attention,  and  ability  to  the 

business  of  the  company,  provided,  however,  that  he,  the  said    , 

may  act  as  agent  for  various  steamship  lines,  it  being  expressly  understood 
and  agreed  between  the  parties  hereto  that  all  commissions  and  wharfages 
received  by  him  as  said  agent,  shall  be  paid  over  by  him  to  the  company, 

and  shall  become  the  revenue  of  the  company.     The  said  shall 

obey  the  orders  from  time  to  time  of  the  board  of  directors,  and  in  all 
respects  conform  to  and  comply  with  the  directions  and  regulations  given 
and  made  by  the  board  of  directors,  and  shall  well  and  faithfully  serve 
the  company,  and  shall  use  his  utmost  ability  to  promote  the  interests 
thereof. 

(4)  There  shall  be  paid  to  the  said as  general  agent  salary 

as  follows:     The  sum  of  three  thousand   ($3,000)   dollars  per  annum. 

(5)  The  said  salary  shall  commence  on  the  ....  day  of next, 

and  shall  be  paid  upon  the  first  business  day  of  each  and  every  month. 


/  AGREEMENTS  WITH  EMPLOYES.  1569 

(6)  The  said   shall  be  at  liberty  to  resign  the  office  at  any 

time  by  giving  the   company   three  calendar   months'   notice  of  his  desire 
80    to    do. 

(7)  During  the  continuance  of  this  agreement,  while  filling  the  position 
of  general  agent  under  this  agreement,  the  office  of  general  agent  shall 
be  situate  at ,  in  the  county  of 

In  witness  whereof  ,  president  of  the  said  Steam- 
ship Company,  Limited,  has  hereunto  set  his  hand  and  affixed  the  corporate 

seal  of  the  said  company,  and  the  said ,  has  hereunto  set  his  hand 

and  seal  the  day  and  year  first  written  above. 

[Corporate  Seal]  Steamship  Company,  Limited, 


President. 
Signed,  sealed  and  delivered  in  presence  of: 


[Seal] 

See  Canada-Atlantic,  etc.,  Co.  v.  Flanders,  14.5  Fed.  874,  when  the  above 
contract  was  upheld  and  enforced.  The  powers  of  an  executive  commit- 
tee were  involved  in  the  case  cited. 


Form  1863. 
CONTRACT  WITH  FOREMAN. 

This   agreement,   made   and    entered    into    the    ....    day   of    , 

19.  . .  .,  by  and  between  The Company,  a  corporation  organized 

and  existing  under  the  laws  of  the  State  of   ,  party  of  the  first 

part,  and    ,  party  of  second  part,  witnesseth: 

1.  That  the  party  of  the  first  part  does  hereby  employ  the  party  of  the 
second  part  as  outside  foreman  for  the  term  of  five  years  from  the  first 
day  of  October,  1902,  at  an  annual  salary  of  three  thousand  dollars 
($3,000)  to  be  paid  monthly  during  the  said  term  unless  the  said  party 
of  the  second  part  shall  be  sooner  discharged  for  cause. 

2.  That  the  party  of  the  second  part  hereby  agrees  to  enter  into  the 
employment  of  the  said  party  of  the  first  part  as  aforesaid,  and  in  con- 
sideration of  such  employment  hereby  covenants  and  agrees  that  during 
the  term  of  s&id  employment  he  will  well,  faithfully,  diligently  and  to 
the  utmost  of  his  ability  do  and  perform  such  acts  and  duties  in  connec- 
tion with  such  position  as  outside  foreman  as  may  be  specified  and 
required  by  said  party  of  the  first  part  from  time  to  time;  and  the  said 
party  of  the  second  part  further  covenants  and  agrees  that  he  will  not 
engage  in  or  become  interested  in  any  other  business  or  calling  which  will 
require  his  jiersonal  attendance  during  business  hours  and  will  not  engage 
in  any  business  calling  or  enterprise  which  is  or  may  be  contrary  to  the 
welfare,  interest  or  benefit  of  the  business  of  said  party  of  the  first  part 
during   the   continuance   of   this  contract. 

In  witness  whereof,  said  The  Company  has  caused  its  cor- 
porate seal  to  be  hereunto  affixed  and  these  presents  to  be  signed  by  its 


1570     CORPORATION  FORMS  AND  PRECEDENTS. 

President,  aud  the  said   has  hereunto  set  his  hand  and  seal  the 

day    and    year    first    above    written. 

The    Conij)any, 

[Corporate  Seal]  By  

Its  President. 

[Seal] 

Signed,  sealed  and   delivered 
in  the  presence  of: 


The  above  contract  is  set  forth  in  Batehelder  v.  Standard  Plunger  Ele- 
vator Co.,  227  Pa.  201,  where  the  court  considered  the  right  of  the  em- 
ployer to  discharge  the  employe,  and  also  the  provisions  of  Clause  2  there- 
of relati%'e  to  the  employe's  engaging  in  "other  business  or  calling,"  and 
held  that  such  words  referred  to  some  permanent  occupation  or  calling  and 
did  not  include  a  single  specific  act  of  the  employe  in  lowering  a  pump  into 
the  basement  of  a  building  upon  which  the  employe  and  other  employes  of 
the  employer  were  working.  The  employe  was  held  to  be  entitled  to  recover 
under  such  contract  for  the  sum  he  would  have  earned,  had  he  not  been 
discharged. 

See   form   next    following. 

Form  1864. 

AGREEMENT  WITH  EMPLOYE  TO  HOLD  STOCK  IN 
TRUST  FOR  TERM  OF  YEARS. 

Agreement,   made   the    day   of    ,    19....,   by   and 

between    ,    ,    ,    and    , 

parties   of   the   first   part ;    and    ,   party    of   the   second   part. 

Witnesseth: 

Whereas,     an     agreement     has     been     executed     by     and     between     The 

Company   and   the   said    ,  party  of  the 

second  part,  by  which  said  The   Company  has  agreed 

to  employ  the  said    for  a  period  of  five  years,  and  the  said 

has  agreed  to   enter  such  employment  under  the  terms  aud 

conditions  set  forth  in  the  said  agreement: 

Now,   Therefore,   in   consideration   of  the  execution   of  said   contract   of 

employment  by  said and  in  consideration  of  the  sum  of  one 

dollar  to  them  in  hand  paid,  the  parties  hereto  of  the  first  part  covenant 

and  agree  that  upon  the  increase  of  the  stock  of  said  The   

Company  to  six  million  dollars   ($6,000,000)  and  the  issuance  thereof,  they 

will  deliver  to  the  said   and   (two  of  said 

parties  of  the  first  part),  as  trustees,  twenty-five  thousand  dollars  ($25,- 
000)  of  f-aid  stock,  full  paid  and  non-assessable  to  be  held  by  said  trustees 
for  the  benefit  of  said  party  of  the  second  part;  it  being  understood  and 
agreed  that  the   dividends  and  profits  arising  on  said  stock  shall  be  paid 

over  to  the  said   as  and  when  the  same  shall  arise,  and  that 

upon  the  expiration  of  said  term  of  five  years  the  said  stock  shall  be  de- 
livered by  said  trustees  to  the  party  of  the  second  part  who  shall  there- 
upon have  full  and  legal  title  thereto;  and  in  case  of  the  death  of  said 
party  of  the  second  part  during  the  said  term  of  five  years  and  while  he 

may  be  in  the  employ  of  said  The   Company  the  legal 

title  to  the  said  stock  is  to  be  vested  in  the  widow  or  legal  heirs  of  said 


AOREEMKXTS  WITH  EMi'LUYES.  1571 

party  of  the  second  partj  it  being  furtiier  understcjod  und  agreed  tbat  in 
case  the  said  i)arty  of   the  second   part  shall   be   discharged   fur  cause  by 

said   The    Company   before   the  expiration   of  said  term  of 

five  years,  all  his  right,  title  and  interest  in  and  to  said  stock  shall  wholly 
cease   and   determine. 

And  it  is  further  understood  and  agreed  that  as  soon  as  the  certificate 
for  said  twenty  five  thousand  dollars  ($:i5,000)  of  stock  is  issued  and  de- 
livered to  said and as  trustees,  the  said  trustees 

will  thereupon  issue  to  the  said  party  of  the  second  part  a  trust  certificate 
embodying  the  terms  and  conditions  hereinbefore  set  forth  and  will  deliver 

the  same  to  the  said   ,  party  of  the  second  part,  upon  surrender 

of  this  agreement. 

In  witness  whereof,  the  parties  to  these  presents  have  hereunto  set  their 
hands  and  seals  the  day  and  year  first  above  written. 

Sealed  and   delivered    in   the  presence   of: 


[SealJ 

[Seal] 

[Seal] 

[Seal] 

[Seal] 

The  foregoing   agreement   was  made   in   connection   with   the   agreement 
found   in    the   next   preceding   form. 

Form  1865. 

BOND  OF  EMPLOYEE  OF  CORPORATION 
(PENNSYLVANIA). 

Know  all  men  by  these  presents,  that   and 


of  the  city  of  Philadelphia,  are  held  and  firmly  bound  unto  the 

Company  of  the  said  city   in  the  sum  of  $ ,  lawful  money 

of  the  United  States  of  America,  to  be  paid  to  the  said  

Company,    its   certain   attorney,   successors   or   assigns:    to 

which  payment  well  and  truly  to  be  made  we  bind  ourselves  our  and  each 
of  our  heirs,  executors  and  administrators,  firmly  by  these  presents.     Sealed 

with  our  seals,  and  dated  the day  of in  the  year 

of  our  Lord  one  thousand  nine  hundred  and    

Whereas,  the  said   is  about  to  enter  the  employ  of  the 

Company   as   a   foreman,    and    as   such   employee   will    collect 

divers  sums  of  money  belonging  to  the  said  company;   and, 

"Whereas,  security  in  the  sum  of dollars  has  been  required 

of  the  said    before  entering  said  employment,  and  the  said 

has  been  offered  and  accepted  as  such  security. 

Now  the  condition  of  this  obligation  is  such  that  if  the  said   

in  his  said  employment  as  foreman  for  the  said  Com- 
pany, shall  faithfully  perform  his  duties  as  such  employee,  and  shall  make 
proper    returns    for    all    moneys    received   by    him    belonging    to    the    said 

Company,  then  this  obligation  to  be  void  or  else  to  remain 

in   full   force  and   virtue. 

To  ,  Esq.,  attorney  of  the  court  of  common  pleas,  at 


1572    CORPORATION  FORMS  AND  PRECEDENTS. 

,  in  the  county  of ,  in  the  state  of , 

or  to  any  other  attorney  of  the  said  court,  or  any  other  court,  there  or 
elsewhere. 

Whereas,   in  and  by  a  certain  obligation  bearing  even 

date  herewith,   do  stand  bound  unto  the    Company,  in 

the  sum  of    dollars  lawful  money  of  the  United  States  of 

America,  conditioned,  and 

Whereas,  this  obligation  is  such  that  if  the  said  ,  in  his  said 

employment  as  foreman  for  the  said   Company,  shall  faithfully 

perform  his  duties  as  such  employee,  and  shall  make  proper  returns  for  all 
moneys  received  by  him  belonging  to  the  said  company,  then  this  obligation 
to  be  void  or  else  to  be  and  remain  in  full  force  and  virtue. 

These  are  to  desire  and  authorize  you,  or  any  of  you,  to  appear  for  us 
or  each  of  us,  our  and  each  of  our  heirs,  executors  or  administrators,  in 
the  said  court  or  elsewhere,  in  any  appropriate  action  there  or  elsewhere 
brought,  or  to  be  brought  against  us,  our  or  either  of  our  heirs,  executors 

or  administrators,  at  the  suit  of  the  said Company,  its 

certain  attorney,  successors,  or  assigns  on  the  said  obligation,  as  of  any 
term  or  time  past,  or  present,  or  any  other  subsequent  term  or  time  there  or 
elsewhere  to  be  held,  and  confess  judgment  thereupon  against  us,  our  and 

each  of  our  heirs,  executors  or  administrators,  for  the  sum  of 

dollars    ($ )    lawful  money  of  the   United  States  of  America, 

debt,  besides  cost  of  suit,  by  iion  sum  informatus,  niJiil  dicit,  or  otherwise, 
as  to  you  shall  seem  meet;  and  for  your,  or  any  of  your  so  doing  this 
shall  be  your  sufficient  warrant.  And  we  do  hereby,  for  ourselves,  our  and 
each  of  our  heirs,  executors  and  administrators,  remise,  release  and  forever 

quitclaim  unto  the  said   Company,  its  successors  and  assigns, 

all  and  all  manner  of  error  and  errors,  misprisions,  misentries,  defects  and 
imperfections  whatever,  in  the  entering  of  such  judgment,  or  any  process 
or  proceeding  thereon,  or  thereto,  or  anywise  touching  or  concerning  the 
same.     In  witness  whereof  we  have   hereunto  set  our  hands  and  seals  the 

day  of    ,  in   the  year  of  our   Lord   one  thousand   nine 

hundred   and    

[Seal] 

[Seal] 

Sealed  and  delivereil  in  the  presence  of 


See  generally  as  to  the  powers  of  subordinate  agents  of  a  corporation, 
Cook  on  Corporations,  §  720;  Clark  &  M.,  Corp.,  §§  699,  700,  706. 

Form  1866. 
BOND  OF  AGENT  OF  CORPORATION. 

Know  all  men  by  these  presents,  That  we,  Charles  8.  Bartlett,  as  prin- 
cipal, and  John  G.  Shortall,  Samuel  D.  Barker,  and  William  Chisholm, 
as  sureties,  are  held  and  firmly  bound  unto  the  Chicago,  Burlington  & 
Quincy  Railroad  Company  in  the  sum  of  forty  thousand  dollars,  for  the 
payment  of  which  well  and  truly  to  be  made  Ave  bind  ourselves,  our  heirs, 
executors,  and  administrators  firmly  by  these  presents.  The  condition  of 
this  obligation  is  such  that  if  the  said  Charles  S.  Bartlett  shall  well,  truly  and 


AGREEMENTS  WITH  EMPLOYES.  157S 

faithfully  perform  the  duties  required  of  him  by  said  company  as  pay 
master,  and  promptly  pay  over  and  promptly  account  for  all  moneys  be- 
longing to  said  company  which  shall  be  received  by  him  as  such  agent,  and 
shall  deliver  over  to  said  company  all  property  of  said  company  when 
required,  then  this  bond  to  be  void;  otherwise  to  be  in  full  force  and  effect. 
Witness  our  hands  the   sixth   day   of   December,   1882, 

Charles    S.    Bartlett, 

Principal. 
John   G.   Shortall, 
Samuel  G.  Barker, 
William   Chisholm, 

Sureties. 
Approved :   J.   C.   Peasly,  Treasurer. 
See  Chicago,  B.  &  Q.  K.  Co.  v.  Bartlett,  120  111.  103,  11  N.  E.  867. 

Form  1867. 

AGREEMENT   BY   EMPLOYEES   NOT   TO    ENTER    COM- 
PETING BUSINESS. 

This  instrument  witnesseth.  That    has  purchased 

the  plant,  business  and  good  will  of  the  business  of  the   

Company,  and  has  paid  therefor  the  sum  of  $17,473.14;  that  in  mak- 
ing  said   transfer,   and    as   an    inducement    to    said    to 

purchase  said  plant,  business  and  good  will  and  pay  the  sum  afore- 
said for  the  same,  we  have  each  agreed  that  we  would  not,  and  we 
now   do  agree,  each   for   himself,  jointly  and   severally  with   him,   the 

said    ,   his   heirs   and   assigns,  forever,  that  we   will 

not,  during  the  next  ten  years,  in  the  territory  or  the  immediate  vicinity 
of  the  territory,  dealt  in  by  our  company,  or  operated  in  by  ourselves  or 
the  agents  or  employes  of  the  company,  engage  or  in  any  manner  be  inter- 
ested in,  either  directly  or  indirectly,  for  ourselves  or  for  others,  the  same 
or  like  kind  or  character  of  business  as  that  heretofore  conducted  and  now 
being  carried  on  by  said  company,  and  that  we  will  not,  during  the  said 
period  of  ten  (10)  years,  either  directly  or  indirectly,  be  guilty  of  any  act 
interfering  with  the  business,  its  good  will,  its  trade  or  its  customers,  or 
come  in  competition  with  the  same;  and  we  will  not,  jointly  or  severally, 
either  in  firms  or  corporations,  or  as  individuals,  or  in  any  other  way, 
directly  or  indirectly  interfere  with  the  said  trade  or  business  or  do  any 
act  prejudicial  to  the  same  or  any  part  thereof,  or  interfere  with 
the  persons  employed   therein;   the  meaning  hereof  being  that  the  said 

is   buying  and  paying  for  the  good  will  of  the  business 

in  the  largest  and  fullest  scope  of  the  term;  and  that  we  will  not, 
and  each  agrees  that  he  will  not,  do  anythicg  to  interfere  with  or  injure 
the  said  business,  but  will  during  said  period,  lend  respectively  our  aid  and 
best  influence  to  the  promotion  and  advancement  of  the  same. 

In  witness  whereof  we  have  hereunto  subscribed  our  names  and  affixed 


1574    CORPORATION  FORMS  AND  PRECEDENTS. 

our  seals,  jointly  and  severally,  tbis da"  of   ,  A.  D. 

19 


The  above  agreement  was  construed  and  upheld  in  A.  Booth  &  Co.  v. 
Davis,  127  Fed.  875. 

The  defendant  Davis,  a  stockholder  and  principal  officer  of  the  vendor 
comp.-iny,  also  executed  the  following  agreement,  which  was  appended  to  the 
bill  of  sale  of  the  Company, 

"For  and  in  consideration  of  one  dollar  and  other  valuable  considera- 
tions, which  I  acknowledge,  I  hereby  agree  to  perform  the  covenants  and 
agreements  above  made  and  to  be  performed  by  the  Davis  Fresh  &  Salt 
Fish  Company. 

"Witness  my  hand  and  seal  this  14th  day  of  September,  A.  D.  1898. 

Form  1868. 

AGREEMENT  WITH  EMPLOYE  COVENANTING  NOT  TO 
ENTER  COMPETING  BUSINESS. 

This  agreement,  made  this day  of ,  19 .... ,  be- 
tween The Company,  a corporation,  first  party, 

and ,  of  ,  second  party. 

Whereas  said  first  party  is  now,  and  for  many  years  last  past  has  been 

engaged   in   the  business   of   manufacturing    and   selling 

throughout  the  United  States  of  America  and  certain 

foreign  countries,  and  the  said  second  party  is  now,  and  has  for  a  number 
of  years  last  past  been  in  the  employ  of  said  first  party,  and  has  by  virtue 
of  such  employment,  been  required  to  do  work  at  and  in  the  manufactur- 
ing plants  of  said  first  party  in  the  States  of    

and  elsewhere,  and  consequently  has  acquired  a  knowledge  of  the  processes 

of  said  first  party  in  the  manufacture  and  sale  of   and 

machinery  employed  by  said  first  party  in  the  manufacture  of   , 

and  also  of  the  business,  good-will  and  trade  secrets  of  said  first  party; 
and 

Whereas  said  first  party  is  desirous  of  retaining  the  services  of  said  sec- 
ond party  and  his  advice  in  connection  with  such  manufacture  and  sale 

of   and    machinery  for  the  period  of    

years  from ,  19.  . .  .,   (which  said  jjeriod  will  be  known  as  and 

hereinafter  termed  for  brevity  "said  period  of   years")  ; 

Now,  therefore,  this  agreement  witnesseth.  That  for  and  in  considera- 
tion of  One  Dollar  ($1.00)  in  hand  paid  by  each  of  the  parties  hereto,  one 
to  the  other,  the  receipt  whereof  is  by  each  of  said  parties  hereby  acknowl- 
edged, and  of  other  good  and  valuable  considerations,  moving  between  the 
parties  hereto,  the  existence  of  which  is  by  each  of  said  parties  hereby 
acknowledged,  it  is  hereby  agreed  by  and  between  said  parties  as  follows: 
1.     That  said  second  party  shall   continue  in  the  service  of  said  first 

party  for  said  period  of    years  from   19 , 

and  during  said  period  of   years  will  do  all  in  his  power  to 

increase,  promote  and  develop  said  business  of  said  first  party,  and  shall, 
whenever  requested  by  it   (subject  to  the  proviso  hereinafter  contained  in 


AGREEMENTS  WITH  EMPLOYES.  1575 

paragraph  4  hereof)  render  to  said  first  j)arty  every  friendly  aid  and  as- 
sistance in  its  said  business,  and  give  to  it  the  exclusive  benefit  of  any 
knowledge   or   information   relating  to  the  business  of   manufacturing  ami 

selling    and    machinery,  and  the 

advancement  and  promotion  thereof,  which  said  second  party  now  has,  or 
under  his  aforesaid  employment  has  or  may  have  acquired,  or  during 
such  period  of years  may  or  shall  acquire. 

2.  That   if   during  said  j)eriod   of    years  said  first  party 

shall  invent  anything,  or  any  improvement  in  anything  connected  with  or 

useful  for  the  manufacture  of or proces-ses 

or    machinery,  .or  any  invention  or  appliances  connected 

therewith  (whether  or  not  such  invention  be  made  at  the  request,  or  upon 
the  suggestion  or  plans  of  said  first  party),  such  invention  shall  be  the 
exclusive  property  of  said  first  party,  and  said  second  party  shall  at  once  dis- 
close such  invention  to  the  executive  officers  of  said  first  party,  or  to  an 
agent  duly  authorized  in  that  behalf  by  it  (but  to  no  other  person  or  per- 
sons prior  to  procuring  patents  therefor),  and  if  so  desired  by  said  first 
party,  shall  make  such  disclosure  in  writing,  and,  if  so  desired,  as  soon  as 
possible,  mature  and  patent  such  invention  wherever  patentable.  That  said 
second  party  shall  forthwith  assign  to  said  first  party,  its  successors  or 
appointee,  the  full  and  exclusive  right  to  any  such  patent  issued  to  said 
second  party,  and  the  inventions  covered  thereby,  and  will,  if  desired  by 
said  first  party,  dir.ect  the  officers  authorized  to  issue  patents  to  issue  the 
same  directly  to  such  first  party  or  its  appointee.  That  the  expense  of 
procuring  any  patent  covered  by  this  paragraph,  and  desired  by  said  first 
party,  shall  be  borne  by  it. 

3.  That   during   said   period   of    years   said   second   party 

shall  receive  a  fixed  annual  salary  of   Dollars   ($ ) 

payable  by  twelve  equal  installments  on  the  last  day  of  each  month,  the 
first  payment  to  commence  on  the   day  of   ,  19.  . . . 

4.  That  said  first  party,  during  said  period  of   years,  shall 

not  unreasonably  call  upon  said  second  party  to  lend  it  such  aid  and  as- 
sistance as  is  provided  in  paragraph  1  hereof,  to  such  an  extent  as  shall 
unreasonably  prejudice  said  second  party   from   engaging   in   any  business 

(other   than   the   business   of   manufacturing   or   selling    

and  machinery  for  the  manufacture  of  the  same),  in  which  said  second 
party  may  or  shall  be   lawfully   engaged,   it   being   expressly   understood 

and   agreed  that   during  said  period  of    years  said   second 

party  shall  not  be  prevented  from  carrying  on  any  business  or  trade,  save 
such  business  or  trade  as  may  conflict  or  interfere  with  the  business  or 
trade  now  conducted  by  said  first  party. 

5.  That  if  during  said  period  of years  said  first  party 

shall  desire  to  employ  said  second  party  for  any  particular  purpose,  which 
shall  require  the  entire  time  and  attention  of  said  second  party,  or  to  avail 
itself  of  the  services  of  said  second  party,  other  than  as  provided  in 
paragraph  1  hereof,  the  compensation  therefor  shall  be  in  addition  to  the 
compensation  to  said  second  party  provided  in  paragraph  3  hereof,  and 
shall  be  a  matter  of  mutual  agreement  between  the  parties  hereto. 

6.  That  said  second  j^arty  shall  not,  during  said  period  of 

years  (whether  or  not  he  continue  in  the  employment  of  said  first  party), 
directly  or   indirectly   engage   in  the  manufacture  or  sale,  or  be   in  any 


1576    CORPORATION  FORMS  AND  PRECEDENTS. 

manner,  either  as  an  individual,  partner,  stockholder,  director,  officer,  clerk, 
principal,  agent,  employer,  employe,  trustee,  lender  of  money  or  in  any 
other  relation  or  capacity  whatsoever,  directly  or  indirectly  (except  in  the 
capacity  of  agent,  employe  or  stockholder  of  said  first  party),  engaged  or 

interested  in  the  manufacture  or  sale  of  any  kind  of    , 

materials  for  making  ,  or  any  machinery  used  in  the  manu- 
facture of   ,  or  any  appurtenances  or  appliances  connected 

with  such  manufacture  or  sale,  in  the  City  of   ,  or  in  the 

County  of   ,  or  in  the  State  of   ,  or  in  any  part 

of  said  State  of  ,  or  in  any  of  the  States  specifically  men- 
tioned herein,  or  in  any  of  the  States  of  the  United  States  of  Americji,  or 
within  the  territories  or  colonial  possessions  thereof,  or  within  the  District 
of  Columbia   (excepting  and  reserving,  however,  to  said  second  party  the 

right   to   manufacture   and   sell    and   machinery   for   making 

,   for   use  in  the  Territory  of  Alaska  and  the  State  of 

Arizona). 

7.  That  said  second  party  will,  for  every  breach  of  any  stipulation  con- 
tained in  this  agreement,  pay  to  said  first  party  the  sum  of 

Dollars    ($ )   as  liquidated  damages,  and  it  is  declared  and 

agreed  by  the  parties  hereto  that  such  sums  shall,  without  proof,  be  deemed 
TO  represent  the  damages  actually  sustained  by  said  first  party  by  reason 
of  such  breach,  provided,  however,  that  such  provision  in  reference  to 
liquidated  damages  is  intended  to  be,  and  shall  be  cumulative,  and  shall 
be  in  addition  to  every  other  remedy  now  or  hereafter  existing  at  law 
or  in  equity,  or  by  statute,  and  shall  not  in  any  wise  interfere  with  any 
right  or  rights  on  the  part  of  said  first  party  to  enjoin  or  restrain  said 
second  party  from  any  violation  of  this  agreement,  or  any  part  thereof. 

8.  That  this  agreement  shall  in  all  respects  be  interpreted,  construed 
and  governed  by  the  laws  of  Ihe  State  of 

9.  That  this  agreement  shall  be  binding  on  the  successors  and  assigns 
of  said  first  party,  and  the  personal  representatives  and  assigns  of  said 
second  party. 

10.  That  this  agreement  constitutes  and  expresses  the  whole  agreement 
of  said  parties  hereto  in  reference  to  any  employment  of  said  second  party 
by  said  first  party,  and  in  reference  to  any  of  the  matters  or  things  herein 
provided  for,  or  hereinbefore  discussed  or  mentioned  in  reference  to  such 
employment,  all  promises,  representations  and  understandings  relative 
thereto  being  herein  merged,  unless  the  terms  and  provisions  of  any  sub- 
sequent employment  shall  be  in  writing  and  duly  authorized  by  the  Board 
of  Directors  or  Executive  Committee  of  said  first  party. 

11.  That  no  person  other  than  pursuant  to  a  resolution  or  order  of  the 
Board  of  Directors  of  said  first  party  shall  have  any  authority  on  its  behalf 
to  modify  or  change  this  agreement  or  anything  in  reference  thereto,  or 
concerning  or  respecting  the  same. 

In  witness  whereof  said  first  party  has  caused  its  corporate  name  to  be 
hereunto  signed  by  its  officers  thereunto  duly  authorized,  and  its  corporate 
seal  to  be  hereunto  affixed,  and  sai<l  second  party  has  hereunto  affixed  his 


agreemp:nt8  with  employes.  1577 

hand  and  seal,  and  said  j)artie.s  hereto  have  executed  this  ajjreonient  the  day 
and  year  first  hereinabove  written. 

[CORPORATK  Se.vl]  The   *.  .Company, 

Attest    By    

Secretary. .   [Sel\l] 

Witnesses  to  the  signature  of  said  second  party. 


See   Forms   1860,   supra,   and   1870,   post. 

See  generally  in  reference  to  the  powers  of  sul)ordinate  agents,  Cook  on 
Corporations,  S§  719-720;  Clark  &  M.,  Corp.,  §  700.  See  generally  as  to  the 
validity  of  covenants  not  to  engage  in  <*unipeting  business.  Walker  v.  Law- 
rence. "l77  Fed.  303;  McCall  Co.  v.  Wright,  198  N.  Y.  143;  Harbison- 
Walker  Refractories  Co.  v.  Stanton,  227  Pa.  55;  Artistic  Porcelain  Co.  v. 
Boch,  74  Atl.    (N.  J.)    680. 

Form  1869. 

AGREEMENT    TO    PURCHASE    STOCK    PURCHASED    IN 
CONSIDERATION  OF  EMPLOYMENT. 

Whereas,    ,  of    county,    ,  signed 

an  agreement  with  the  undersigned,  dated   ,  19.  .  .  .,  whereby 

the    said     subscribed    ten    thousand    dollars    payable    to 

,   as   trustee,   under   the   terms   of   the   said   agreement,   to 

be   used   with    other    money    subscribed    for    the    purpose    of    purchasing 

the   property    of   the    Company,    and    reorganizing    the 

same,  or  forming  a  new  company  to  take   over  its  property;   and 

Whereas,   the   said   subscription   by   said    ,   and   by   the 

other  subscribers  to  said  agreement,  was  with  the  distinct  understand- 
ing that  the  said    would  be  made  the  business  or  general 

manager  of  said  reorganized  or  new  company,  at  a  reasonable  salary 
for  his  services,  but  no  stipulation  to  that  effect  is  specified  in  said 
subscription  agreement;  and 

Whereas,  the  undersigned  are  willing  to  act  in  good  faith  and  pro- 
tect  said    in  having  the  conditions  performed  which  were 

a  part  of  the  consideration  for  his  subscription  as  aforesaid, 

Xow,  therefore,  in  order  that  there  may  be  no  misunderstanding  about  the 
matter,  this  agreement  witnesseth: 

That  in  consideration  of  said  subscription  by  the  said    , 

and  of  the  payment  thereof  in  accordance  with  the  terms  of  said  agree- 
ment, and  of  the  services  to  be  rendered  by  said    as 

business  or  general  manager  of  said  company,  we  the  undersigned  do 
hereby  jointly  and  severally  promise  and  agree  to  and  with  the  said 
,  as  follows,  to  wit: 

First.     That  when  the  property  of  the    Company 

has  been  purchased,  the  said  company  reorganized,  or  a  new  company 

formed,  to  take  over  said  property,  the  said   shall  be  given 

the  position  of  business  or  general  manager  of  said  company  at  an 
annual  salary  of  not  less  than  six  thousand  (.$6,000.00)  dollars,  payable 
in  installments,  in  the  ordinary  course  of  the  comjiany's  business  as 
may  be  hereafter  determined,  for  a  period  of  not  less  than  three  years. 

Second.     That  said .   is  to  render  competent  and  etiicieut 


1578    CORPORATION  FORMS  AND  PRECEDENTS. 

services  as  such  business  or  goiioral  niauaser  ptM-formiiig  the  duties 
ordinarily  yicident  to  that  of  business  or  general  manager  of  a  busi- 
ness corporation  of  like  character. 

Third.     If  for  any  reason  the  said should  not  be  given 

the  position  of  business  or  general  manager  of  said  company,  or  if  he 
should  not  be  permitted  to  act  in  that  capacity,  and  enjoy  the  salary 
as  aforesaid,  anil  for  the  period  of  time  as  aforesaid,  then  the  under- 
signed jointly  and  severally  obligate  and  bind  themselves   to  purchase 

the  stock,  share  or  interest  of  the  said in  said  company, 

if  he  should  elect  to  sell  the  same,  at  a  minimum  sum  sufficient  to  reim- 
burse the  said   for  the  amount  of  money  which  may  have 

been  put  in  by  him  for  such  share,  stock,  or  interest  in  said  company 

with  interest  thereon  at  the  rate  of   per  cent,  per  annum. 

In   witness   whereof,   the   undersigned   have   hereunto   set   their   hands 

and  seals  this  the   day  of   ,  A.  D.  19 

[Seal] 

[Seal] 

[Seal] 

, , [Seal] 

[Seal] 

, [Seal] 

[Seal] 

The  above  agreement  was  construed  in  Hall  v.  Hardeker,  55  So.   (Fla.) 

977. 

See  for  form  of  agreement  to  give  sales  agency  to  purchaser  of  stock, 
with  right  of  resale  to  vendor,  Fleitman  v.  Stone  Cotton  Mills,  186  Fed.  466. 

Form  1870. 
AGREEMENT  WITH  EMPLOYE  AS  TO  INVENTIONS. 

Memorandum  of  agreement  between   ,  first  party, 

and    ,   second    party. 

Whereas,  second  party  is,  or  is  about  to  be,  employed  by  the  first 
party.  Therefore,  in  consideration  of  One  Dollar,  paid  to  second  party, 
by  first  party,  and  of  said  employment,  it  is  agreed  by  the  parties: 

(1)  If  second  party,  while  in  such  employ,  shall  invent  anything, 
or  any  improvement  in  anything  (whether  or  not  such  invention  be 
made  at  the  request  or  upon  the  suggestion  or  plans  of  first  party,  or 
during  regular  hours  of  work),  or  shall,  while  in  such  employ,  or  at 
any  time  thereafter,  invent  anything  upon  suggestion  or  request  made 
by  first  party  to  second  party  while  in  such  employ,  such  invention 
shall  be  the  exclusive  property  of  first  party. 

(2)  Second  party  shall  at  once  disclose  such  invention  to  the  execu- 
tive officers,  superintendent,  or  agent  authorized  in  that  behalf,  of 
first  party  (but  to  no  other  person  prior  to  procuring  patents  therefor) 
and,  if  so  desired  by  first  party,  make  such  disclosure  in  writing,  and, 
if  so  desired,  as  soon  as  possible  mature  and  patent  the  invention  wherever 
patentable. 

(3)  Second  party  shall  forthwith  assign  to  first  party,  its  successors 
or  appointee,  the  full  and  exclusive  right  to  any  such  patent  issued  to 
second  party  and  the  inventions  covered  thereby,  to  the  full  end  of 
term  of  such  patent. 


AGREEMENTS  AVITII  EMPLOYES.  1579 

(4)  Second  party  shall,  if  desired  by  first  party,  direct  the*  oflicers 
authorized  to  issue  i)atents,  to  issue  the  same  directly  to  the  first  party 
or  its  appointee,  and  hereby  authorizes  and  requests  such  oflicers  to 
issue  to  first  party,  or  its  appointee,  as  assignee,  the  entire  interest  of 
second  party  in  and  to  all  patents  for  any  invention  of  second  party, 
for  the  sole  use  and  behoof  of  first  party,  its  successors  or  appointee, 
to  the  full  end  of  the  term  of  the  patents,  unless  there  be  filed  with 
such   officers   the   statement   hereinafter   mentioned. 

(5)  The  expenses  of  procuring  any  patent  covered  by  this  contract 
and  desired  by  first  party,  shall   be  borne  by  it. 

(6)  First  party  agrees  if  any  invention  made  by  second  party  is 
not  covered  by  this  contract,  or  desired  by  it,  to  give  second  party,  to 
be  filed  with  oflicers  authorized  to  issue  patents,  a  statement  to  such 
effect,  signed  by  one  of  its  executive  officers. 

(7)  The  word  "invent"  as  herein  used  includes  "make,"  "dis- 
cover," "invent"  or  "produce,"  or  any  of  them;  "invention"  and 
"anything"  each  includes  the  phrase  "any  new  or  useful  or  original 
art,  machine,  manufacture,  process,  composition  of  matter,  design,  shape 
or  configuration  of  any  kind,"  and  the  words  "improvement,"  "dis- 
covery" or  "production,"  or  any  of  them;  "patent"  includes  "letters 
patent"  and  "all  the  extensions,  renewals,  modifications,  improvements 
and  re-issues  of  such  patent";  "appointee"  includes  "whomsoever  first 
party  may  designate. ' ' 

(8)  The  continuance  of  second  party  in  first  party's  employ  for  a 
definite  period,  is  not  hereby  made  obligatory  upon  either  party,  or  a 
condition   hereof. 

(9)  This  writing  constitutes  and  expresses  the  whole  agreement 
of  the  parties  respecting  the  inventions  aforesaid  of  second  party  and 
patents  therefor,  and  any  rights  of  either  party  arising  therefrom,  all 
promises,  understandings  or  representations  relative  thereto  being  herein 
merged.  No  person  other  than  an  executive  officer  of  first  party,  has 
authority  to   change   or  modify  this  agreement. 

(10)  This  agreement  shall  extend  to  and  be  obligatory  upon  the 
successors  of  the  respective  parties. 

Witness  the  hands  and  seals  of  the  parties  hereto,  at    , 

this    day   of    ,   A.   D.   19 


By   

[Seal] 

In  Presence  of: 


See  Forms  1868,  supra,  and  Forms  2129,  2130,  2131,  2132,  2133,  2134, 
2135,  2136,  jiost,  and  notes  thereunder. 

See  for  extracts  from  agreement  by  employe  in  reference  to  inventions 
and  construction  thereof,  Miss.  Glass  Co.  v.  Franzen,  143  Fed.  501. 

See  for  form  of  agreement  for  employment  of  inventor,  which  was  held 
to  be  enforceable,   Thibedeau  v.  Hildreth,   124   Fed.   892. 

See  for  agreements  as  to  patents  between  employer  and  eniploj-e,  Pressed 
Steel  Car  Co.  v.  Hansen,  137  Fed.  403  (exhaustively  reviewing  the  au- 
thorities) ;  Mississippi  Glass  Co.  v.  Franzen,  143  Fetl.  501,  reversing  138 
Fed.  924  (The  essential  portions  of  the  contract  are  set  forth  in  143  Fed. 
501)  ;  Schniitt  v.  Nelson  A^alve  Co.,  125  Fed.  754;  Timoney  v.  Buck,  84  Fed. 
887,  allirming  78  Fed.  4S7 ;  Marsh  v.  Cortis,  144  Fed.  132.  where  is  set 
forth  the  agreement  in  full;  Ball,  etc..  Fastener  Co.  v.  Patent  Button  Go., 


1580    CORPORATION  j^^ORMS  AND  PRECEDENTS. 

136  Fed.  272;  Simplex  Dairy  Co.  v.  Cole,  86  Fed.  739;  Birkery  Mfg.  Co.  v. 
Jones,  71  Conn.  113,  where  the  agreement  is  set  forth;  Kidder  Press  Mfg. 
Co.  V.  Fulton,  etc.,  Co.,  104  Ga.  785;  Cowles  v.  Kochester  Folding  Bed  Co., 
SO  N.  Y.  8upp.  811,  affirmed  179  N.  Y.  87;  Thourot  v.  Holub,  80  N.  Y. 
Supp.  1083;  Reece  Folding  Machine  Co.  v.  Fenwick.  140  Fed.  287;  Geiser 
Mfg.  Co.  V.  Frick,  100  Fed.  94,  where  is  set  forth  the  pertinent  part  of  the 
contract;  Bates  Machine  Co.  v.  Bates,  192  111.  138,  where  are  set  forth 
extracts  from  the  agreement. 

See  for  rights  of  employers  in  inventions  of  employes,  Johnson  Furnace, 
etc.,  Co.  V.  Western  Furnace  Co.,  178  Fed.  819;  Wright  v.  Vocalian  Organ 
Co.,  148  Fed.  209,  reversing  137  Fed.  313;  United  Shirt  &  Collar  Co.  v. 
Beattie,  149  Fed.  736;  Eastern  Dynamite  Co.  v.  Keystone  Powder  Mfg.  Co., 
164  Fed.  47;  American  Circular  Loom  Co.  v.  Wilson,  198  Mass.  182;  Meiss- 
ner  v.  Standard,  etc.,  Co.,  211  Mo.  112;  Pressed  Steel  Car  Co.  v.  Hansen,  137 
Fed.  403;  Fuller  v.  Schutz,  88  Minn.  372;  Burden  v.  Burden  Iron  Co.,  80 
N.  Y.  Supp.  390;  Mueller  v.  Mueller,  95  Fed.  155;  City  of  Boston  v. 
Allen,  91  Fed.  248;  Blauvelt  v.  Interior,  etc.,  Co.,  80  Fed.  906;  Barber  v. 
Nat.  Carbon  Co.,  129  Fed,  370;  Eeeee  Folding  Machine  Co.  v.  Fenwick,  140 
Fed.  287;  Geiser  Mfg.  Co.  v.  Frick,  100  Fed.  94;  Bates  Machine  Co.  v. 
Bates,  192  111.  138. 

Form  1871. 
AGENCY  AGRKEMENT  FOR  SALE  OF  MACHINERY. 

This  agreement  made  and  entered  into  this  15th  day  of  September, 
1903,  by  and  between  John  Deere  Plow  Company,  of  Kansas  City,  Mis- 
souri, incorporated  under  the  laws  of  the  State  of  Missouri,  party  of 
the  first  part,  and  Hymes  Buggy  and  Implement  Company  of  Spring- 
field, County  of  Greene,  State  of  Missouri,  party  of  the  second  part, 
witnesseth: 

That  the  said  first  party,  for  and  in  consideration  of  the  stipulations 
and  agreements  herein  contained,  has  this  day  appointed  and  by  these 
presents  does  hereby  appoint  the  second  party  as  its  authorized  agent 
at  Springfield,  Mo.,  for  the  sale,  on  commission  of  its  consigned  goods 
and  articles  of  merchandise  designated  hereon  or  enumerated  and  de- 
scribed on  schedules  of  said  second  party,  to  be  attached  hereto  as  here- 
inafter provided. 

The  party  of  the  first  part  agrees  to  consign  to  and  upon  the  written 
request  of  the  said  second  party,  so  long  as  said  party  of  the  first  part 
has  the  goods  in  stock  to  enable  it  so  to  do,  during  the  continuance  of 
this  contract,  the  goods  and  articles  of  merchandise  designated  hereon, 
or  on  schedules  or  written  requests  of  said  second  party  hereafter 
made;  Said  schedules  or  written  requests  to  set  forth  the  net  amount 
to  be  received  for  the  goods  by  the  party  of  the  first  part  after  the 
goods  shall  have  been  sold  by  said  party  of  the  second  part  as  such 
agent,  an<l  the  place  to  which  to  be  consigned,  and  when  said  written 
requests  "or  schedules  properly  signed  by  said  second  party  arc  accepted 
by  John  Deere  Plow  Co.,  they  shall  be  attached  to  and  made  a  part  of  this 
contract,  reference  being  made  to  same  on  the  face  thereof,  subject 
to    the    following    conditions,    agreements    and    obligations: 

The  party  of  the  second  part  agrees  as  follows: 

1st.  To  receive  from  the  transportation  companies,  and  pay  all 
transportation  charges  on  same,  the  goods  and  articles  of  merchandise 
consigned  under  terms  of  this  contract. 


AGREEMENTS  WITH  EMPLOYES.  1581 

2nd.  To  furnish  proper  warehouse  room  for  all  gootls  and  articles 
of  merchandise   consigned  under  terms  of  this  contract. 

3rd.  To  pay  all  taxes,  license,  rents  and  all  other  e.xpenses  inci- 
dental to  the  safe  keeping  and  sale  of  the  goods  an<l  articles  of  merchan- 
dise, and  to  waive  all  claims  against  John  Deere  Plow  Co.,  for  such 
expense. 

4th.  To  keep  said  goods  and  articles  of  merchandise  insureil  for  their 
full  value,  at  expense  of  said  second  party,  in  the  name  anrl  for  the 
benefit  of  John  Deere  Plow  Co.,  in  companies  approved  by  it,  and  to  turn 
over  the  policies  to  it,  the  said  John  Deere  Plow  Co.,  ami  in  case  of  any 
neglect  or  failure  to  insure  as  herein  provided,  to  Ijecome  personally  re- 
sponsible for  any  loss  or  damage  that  may  occur  to  said  goods  while  in  the 
custody  of  said  second  party. 

5th.  To  keep  samples  of  said  goo<ls  and  articles  of  merchandise  set 
up  in  salesrooms  suitable  for  the  purpose,  and  to  rtiake  all  reasonable 
efforts  to  sell  the  same;  and  not  to  sell  any  other  makes  of  like  goods 
and  articles  of  merchandise  to  the  exclusion  of  those  consigned  under 
the  terms  of  this  contract. 

6th.  To  sell  the  goods  and  articles  of  merchandise  consigned  under 
this  contract  for  enough  more  than  the  net  amounts  to  be  received  there- 
for by  said  party  of  the  first  part,  as  above  stated,  and  set  opposite 
said  goods  in  tha  said  written  request  and  schedules  attached,  to  pay 
all  freights,  taxes,  expenses,  charges,  compensation  and  commissions 
for  the  handling  and  selling  of  said  goods  as  herein  provided,  and  the 
doing  of  all  things  herein  provided  to  be  done  by  the  party  of  the 
second  part;  it  being  mutually  understood  that  the  said  net  amounts 
set  opposite  said  goods  in  the  attached  schedules  and  written  requests, 
are  the  net  prices  at  which  said  goods  and  articles  of  merchandise  arc  to 
be  consigned  for  sale,  and  are  the  net  amounts,  which  said  second  party 
agrees  to  account  for  and  deliver  to  the  John  Deere  Plow  Co.,  for  saiil 
goods  when  sold,  as  per  terms  of  this  contract.  The  full  charges,  com- 
pensation, commission  and  expenses  of  said  second  party  for  tht'  han<l- 
ling  and  selling  of  said  goods  as  herein  provided,  and  the  doing  of  all 
things  herein  provided  to  be  done  by  the  party  of  the  second  part,  to 
be  the  difference  between  said  net  amounts  and  the  gross  amounts 
received  from  the  sale  of  said  goods. 

7th.  To  sell  all  goods  and  articles  of  merchandise  consigned  under 
this  contract,  subject  to  the  manufacturer's  regular  printed  warranty, 
and  to  settle  all  claims  for  breakage  and  defects  in  accordance  there- 
with. And  agrees  not  to  part  possession  with  any  of  the  said  goods 
until  full  and  satisfactory  settlement  shall  have  been  made  for  same 
by  purchaser,  and  will  not  allow,  under  any  circumstances,  any  of  said 
goods  to  be  taken  away  on  trial  before  such  settlement  is  made;  and 
that  all  proceeds  of  such  sales,  whether  cash,  or  notes,  shall  be  kept 
separate  and  distinct  from  said  second  party's  other  business. 

8th.  The  second  party  further  agrees  to-  make  out  and  render  to  the 
said  first  party,  on  the  first  day  of  each  month,  and  oftener  if  so  re- 
quested, a  full  and  complete  report  of  all  sales,  made  the  month  previ- 
ous, or  since  the  last  report  made;  and  to  accompany  said  report  with 
a  full  settlement  in  accordance  with  this  contract  for  all  goods  so 
reported  sold,  said  settlement  to  be  made  with  cash  for  all  sales  less 


1582     CORPORATION  FORMS  AND  PRECEDENTS. 

5%  discount  for  all  cash,    months  from  date  of  same  and 

bearing  interest   at    per  cent,  per  annum  from    And 

the  second  party  further  agrees  that  when  purchaser's  notes  are  given 
in  settlement  for  sales  made  as  herein  provided,  said  notes  will  be  on 
blanks  furnished  by  John  Deere  Plow  Co.,  and  are  to  be  taken  only 
from  good,  prompt  paying  purchasers.  And  the  second  party  further 
agrees  to  endorse  all  such  notes  given  to  said  first  party  in  the  follow- 
ing manner,  to-wit: 

For  value  received,  I  or  we  hereby  guarantee  the  payment  of  the 
within  note  at  maturity  or  at  any  time  thereafter,  and  waive  demand, 
protest,  notice   of  protest   and   non-payment. 

9th.  It  is  further  agreed  and  understood,  that  the  goods  and  mer- 
chandise to  be  supplied  hereunder  are  to  be  consigned  simply,  and  that 
the  title  to  and  ownership  of  all  goods  and  articles  of  merchandise  con- 
signed to  said  second  party  under  the  terms  of  this  contract,  and  all 
proceeds  of  the  sale  of  same,  shall  remain  vested  in  said  first  party,  and 
be  its  sole  property  and  subject  to  its  order,  until  the  full  amount  to 
be  received  for  said  goods,  as  herein  provided,  shall  have  been  received 
by  said  party  of  the  first  part. 

It  is  further  agreed  that  this  contract  is  to  remain  in  force  unless 
cancelled  and  annulled  by  said  first  party,  until  .Oct.  1st,  1904,  at  which 
time  said  second  party  agrees  if  required  by  said  first  party,  to  return 
all  goods  remaining  on  hand  unsoli  at  the  expiration  of  this  contract 
to  it  at  its  warehouse  in  Kansas  City,  in  good  order  and  free  of  all  freights 
and  charges. 

This  contract  is  not  transferable  and  should  the  second  party  hereto 
sell  out  or  otherwise  dispose  of  his  business  at  any  time  prior  to  its 
expiration,  the  right  to  declare  this  contract  cancelled  and  annulled 
from  and  after  the  date  of  such  sale  or  transfer  is  reserved  to  party 
of  the  first  part  without  prejudice. 

The  second  party  hereby  agrees  to  forward  any  goods  received  on  this 
contract  at  any  time,  and  as  said  John  Deere  Plow  Co.,  or  its  authorized 
agents  may  direct,  charging  only  actual  cost  of  freight  and  drayage,  collect- 
ing same  from  transportation  company  as  back  charges. 

It  is  also  agreed  that  the  contract  held  by  John  Deere  Plow  Co.,  is 
to  be  considered  the  original,  and  to  be  the  binding  agreement  in  case 
the  duplicate  varies  from  it  in  any  particular.  And  that  the  same 
may  be  terminated  at  any  time  at  the  option  of  the  John  Deere  Plow 
Co.,  and  the  goods  remaining  on  hand  unsold  shall  be  subject  to  the  same 
terms  and  conditions  as  herein  provided  for. 

It  is  understood  and  agreed  that,  in  writing  and  printing,  this  paper 
contains  the  full  and  entire  agreement  between  the  parties  hereto,  and 
that  no  outside  oral  or  written  undisrstanding  with  any  traveling  agent 
of  John  Deere  Plow  Co.,  is  of  any  force  or  effect  whatever. 
Executed  in  duplicate. 

Given  under  our  hands  this  1.5th  day  of  September,  1003,  in  the  town 
of  Kansas  City,  County  of  Jackson,  State  of  Missouri. 

John  Deere  Plow  Co., 
Per  C.  S.  Wright,  Traveling  Agent. 


AGREEMENTS  WITH  EMPLOYES.  1583 

Subject  to  the  ai)i)ro\al   of  .John   Deere  I'low  Co. 

Approveii :  Hymes  liugji^y  &  Triifdement  Co. 

Party   of   the    Seeoml    Part. 

The  above  aj^reeiiiciit  was  construed  in  John  Deere  Plow  (  o.  v.  M 'David, 
137  Fed.  802,  and  held  to  be  a  contract  of  agency  and  not  a  contract  of 
conditional    sale,    when    construed    with    the    order    set    out    by    next    form. 

Form  1872. 

ORDER  FOR  MACHINERY  UNDER  AGREEMENT  IN 

PRECEDING  FORM. 

Kansas  City,  .Mo.,  9/15/1903. 

John  Deere  Plow  Co.,  Kansas  City,  Mo. — Gentlemen:  J'lease  ship  us 
the  following  named  articles  from  Moline,  on  or  about  soon  as  can,  or 
as  soon  after  as  possible,  marked  Plymes  Buggy  &  Implement  Co.,  assem- 
ble  at   Moline,   Springfield,   i\ro.     Ship   via    Prices   below   are 

based  upon  K.  C.  frt.  allowed  delivery. 

Goods  as  below  enumerated  to  be  well  made,  of  goo<l  material,  and 
to  work  when  properh-  managed,  according  to  the  manufacturer's 
printed  warranty.  I,  or  we,  hereby  agree  to  make  you  payment  for  same 
in  Kansas  City  par  funds.  (Exchange  and  express  charges  prepaid.) 
If  account  is  not  paid  when  due,  to  draw  interest  at  ten  per  cent,  from 
maturity.  I,  or  we,  hereby  agree  to  give  notes  or  acceptances  for  the 
amount  of  goods,  as  per  terms  of  payment,  when  called  upon  to  do  so, 
and  to  make  no  claim  for  shortage  or  damage  after  ten  days  from 
receipt  of  goods.  Xo  interpretation  or  verbal  understanding  of  this 
contract  not  mentioned  heroin,  will  be  recognized.  All  orders  taken 
subject  to  approval  of  John  Deere  Plow  Co.,  and  I,  or  we,  also  agree  that  the 
title  to  and  ownership  of  all  goods  which  may  be  shipped  as  herein 
provided,  shall  remain  in,  and  their  proceeds  in  ease  of  sale,  shall  be 
the  property  of  John  Deere  Plow  Co.,  and  subject  to  its  order  until 
full  payment  shall  have  been  made.  If  owing  to  the  large  lines  you 
carry,  you  find  it  necessary  to  ship  sort  a  portion  of  the  orders,  you  may 
do  so  and  we  will  make  no  claims  for  any  allowance  therefrom.  Prices 
subject  to  change  without  notice. 

Order  taken   by   C.   S.   Wright. 

(Signed)     Hymes  Buggj"-  and  Implement   Co. 
No.        [        Descrijjtion  |  Price         |         Terms    and    Remarks 

(Omitted.)         ! 

The  above  order  accompanied^the  agreement  in  the  preceding  form  and 
was  const nie<l  thiTowith. 

See  for  form  of  agreement  relative  to  sale  of  wagons,  which  was  held 
to  be  a  contract  of  bailment,   Franklin   v.   Stoughton,    1G8   Fed.   587. 

See  also  In  re  Colundnis  Buggy  Co.,  143  Fed.  859;  id..  120  Fe.l.  64;  In 
re  Pierce,  157  Fed.  857.     Howett  v.  Berlin  Machine  works,  194  U.  S.  296. 

See  for  distinction  between  sale  and  agency  to  sell,  Mechem  on  Sales. 
§  43-49,   where  the   cases  are  collected  and  considered. 

See  for  form  of  contract  held  to  create  an  agency  to  sell,  Eldridge  v. 
Benson,   7   Cush.    (Mass.)    483. 

See  for  form  of  contract  held  to  create  a  sale  and  not  an  agency,  Ar- 
buekle  Bros.  v.  Kirkpatrick.  98  Tonn.  221,  36  L.  R.  A.  285.  60  Am.  St. 
Rep.    854.   a   leading  case,   where   the   authorities   are   extensively   reviewed. 

See  also  on  the  Fame  question,  Snelling  v.  Arb\ickle,  104  Oa.  362;  Hi)well 
v.  Bondar,  95  Va.  815;  Norwegian  Plow  Co.  v.  Clark,  102  Iowa  31;  Head 
V.  Miller,  45  Minn.  446;  Simpson  v.  Pegram,  108  N.  C.  407. 


1584     CORPORATION  FORMS  AND  TRECEDENTS. 

Form  1873. 

AGREEMENT  FOR  SALES  ON  COMMISSION  AND 
ASSIGNMENT  OF  SAME. 

,  19...- 

This  memorandum  made  this   day  of    ,  19.  .  . ., 

between   the    Company,  a   corporation   organized  under 

the  laws  of  the  state  of ,  of  the  first  part,  and    , 

of    the    county    of    ,  state    of    ,   of    the    second 

part,  witnesseth:  That  in  consideration  that  the  said  i:)arty  of  the 
second  part  shall  keep  the  said  party  of  the  first  part  supplied  with 
desirable  orders,  at  the  most  favored  market  prices,  for  the  products  of 
its  factory,  the  said  party  of  the  first  part  hereby  agrees  to  and 
does  appoint  the  said  party  of  the  second  part,  its  exclusive  agent  to 

handle    its    entire    production,    for    a    period    of    five    years, 

beginning  wnth  the  season  of  19....  and  19....,  upon  a  commission  to 
be  paid  by  party  of  the  first  part  to  party  of  the  second  part  of  2%% 
upon  net  invoices.  And  it  is  further  agreed  that  party  of  the  first  part 
reserves  the  right,  if  it  chooses,  to  accept  orders  direct  in  the  event 
prices  are  more  favorable  than  those  obtained  by  party  of  the  second 
part,  subject,  however,  to  the  right  of  the  party  of  the  second  part  to 
his  usual  commission  as  herein  specified;  and  it  is  also  further  herein 
agreed  that  said  party  of  the  first  part  may  sell  its  product  direct 
should  the  said  party  of  the  second  part  fail  to  keep  party  of  the  first 
part  supplied  with  orders  in  accordance  with  the  spirit  and  terms  of 
this  agreement,  such  orders  to  be  without  commission  to  party  of  the 
second  part. 

Witness   the   following  signatures  this  the   day  and  year  above  written: 

Company, 

By    President. 


For  value  received  I  hereby  assign  the  above  contract  to  the 
Glass  Co.,  Chicago,  Til. 


The    above    assignment    is    ratified   herewith. 

Company, 

By     ,    President. 

See  West  Fork  Glass  Co.  v.  Imies-Weld  Glass  Co.,  178  Fed.  20.5. 

See  for  form  of  agreement  for  eniploynieiit  to  purch.Tse  timber  on  com- 
mission payable  in  cash  or  stock,  Eedwine  v.  Continental  Eealty  Co.,  184 
Fed.  8.51. 

See  for  form  of  agreement  to  pay  commission  for  sale  of  mine  which 
was  held  enforceable,  M'Lure  v.  Luke,  154  Fed.  647. 

See  for  form  of  agreement  for  continuance  of  sales  agency,  Meysenberg 
V.  Littlefield,  135  Fed.  184. 

Form  1874. 
ASSIGNMENT  OF  SALARY  AND  NOTICE  TO  EMPLOYER. 

For  a  valuable  consideration  to  me  in  hand  paid  by  .John  Smith, 
the  receipt  of  which  is  hereby  acknowledged,  I  do  hereby  sell,  assign, 
and  set  over  to  the  said  John  Smith,  his  heirs,  executors,  administrators, 
or  assigns,  all  wages  and  claim  for  wages  or  commission  earred  and  to 


AGREEMENTS  WITH  EMPLOYES.  1585 

be   earned,   ami   all   claims   or   demands   due   or   to   become   due   me   from 

The    Company,   a   corporation,   its   successors,   or   assigns, 

by  whom  I  am  employed,  up  to  and  imluding  the  last  day  of  Octo- 
ber, 19....;  and  I  hereby  authorize  and  direct  the  party  or  parties 
named  above,  or  anj'  of  them,  to  pay  the  said  demand  and  claim  and 
all  thereof  to  the  said  John  Smith,  his  executors,  administrators,  or  assigns. 

I  do  hereby  constitute  and  appoint  the  said  John  Smith,  his  executors, 
administrators,  or  assigns,  my  attorney  in  my  name,  to  take  all  legal  measures 
which  may  be  proper  or  necessary  for  the  complete  recovery  and  enjoyment 
of  the  claim  or  claims  hereby  assigned;  and  I  hereby  authorize  and  em- 
power him  or  them  to  receive  any  money  which  may  become  due  hereon  and 
receipt  for  the  same  in  my  name,  hereby  ratifying  any  acts  my  said  attorney 
may  take  herein. 

Witness  my  hand  and  seal  this    day  of    ,   19.  .  .  . 

John   Brown   [Seal] 
To   The    Company: 

You  are  hereby  notified  that  the  above  and  foregoing  is  a  true  ami 
correct  copy  of  an  assignment  duly  executed  by  John  Brown  as  col- 
lateral security  to  the  payment  of  his  certain  indebtedness  to  me. 
You  are  therefore  notified  to  hold,  for  my  use  and  benefit,  all  moneys 
now  in  your  hands  or  which  may  hereafter  become  due  to  said  assignor 
from  you  for,  during,  until,  and  including  the  period  specified  in  said 
copy  of  assignment  aforesaid  and  each  and  every  part,  portion,  and 
division  thereof.  You  are  further  notified  that  the  said  John  Brown 
is  hereby  denied  any  and  all  authority  to  act  for  me  in  any  manner, 
and  you  are  hereby  specially  notified  that  payment  to  him  cf  the  moneys 
above   assigned   will  be   made  at   your  risk   and   peril. 

In  connection  with  the  assignment  aforesaid  I  beg  to  notify  you  that 
I  hold  an  irrevocable  power  of  attorney,  duly  executed  by  said  assignor, 
in  and  by  which  said  power  of  attorney,  among  other  things,  the  under- 
signed is  constituted  and  appointed  his  true  and  lawful  attorney  in 
fact,  for  him  and  in  his  name,  place,  and  stead  to  receive  and  receipt 
for  the  moneys  above  assigned,  to  sign  his  name  to  any  voucher,  check, 
pay  roll,  or  other  document,  or  to  execute  any  release  or  other  document, 
whether  under  seal  or  otherwise,  in  and  about  the  receipt  and  collec- 
tion of  said  money;  to  bring  suit  or  other  proceedings,  at  law  or  in 
equity,  in  his  name  or  otherwise,  and  to  prosecute  appeals,  and  to  use 
all  lawful  means  for  the  recovery  and  enjoyment  of  said  money,  and 
generally  to  do  any  and  all  things  in  the  premises  as  fully  and  effectually 
and  to  all  intents  and  purposes  as  he  might  or  couM  if  pcrsonallv  pres- 
ent at  the  doing  thereof. 

Dated  this    day  of    ,   19 

John   Smith. 

Witness: 


See  for  forms  of  assignments  other  than  wages  or  salary,  Forms  1332, 
1554,    1576,   17SH-1798,    IfcOO,    1S07,  supra. 

See  as  to  validjty  of  assignment  of  wages  to  be  earned  where  there  is 
existing  contract  of  emjdoyment,  Close  v.  Independent  Gravel  Co.,  156 
Mo.  App.  411;  Allen  v.  Chicago  Pneumatic  Tool  Co.,  205  Mass.  569;  Mal- 
lin  V.  Wenham,  209  111.  252,  65  L.  R.  A.  602,  101  Am.  St.  Rep.  233;  Wei- 


1586    CORPORATION  FORMS  AND  PRECEDENTS. 

born  V.  Buck,  114  Ala.  277;  Brewer  v.  Giiosheimer,  104  III.  App.  323; 
Leitch  V.  Northern  Pac.  Rv.  Co., '95  Minn.  3o ;  Tolnian  v.  Union,  etc.,  Surety 
Co.,  90  Mo.  App.  274;  Kodijkeit  v.  Andrews,  74  Ohio  St.  104,  5  L.  R.  A. 
(N.  S.)   564;   Dolan  v.  Hughes,  20  R.  I.  5i:?,  40  L.  R.  A.  735. 

See  as  to  invalidity  of  assignment  of  wages  to  be  earned  under  a  future 
contract  of  employment.  Close  v.  Independent  Gravel  Co.,  156  Mo.  App. 
411,  holding  that  such  assignment  creates  an  equitable  right  enforceable  in 
equitv  as  a  lien  when  the  wages  are  earned;  Steinbach  v.  Brant,  79  Minn. 
383,  79  Am.  St.  Rep.  494;  Leitch  v.  Northern  Pac.  Ry.  Co.,  95  Minn.  35; 
Farnsworth  v.  Jackson,  32  Me.  419;  Bell  v.  Mulholland,  90  Mo.  App.  612; 
Lehigh  Valley  R.  Co.  v.  Woodring,  116  Pa.  St.  513;  Kennedy  v.  Tiernay, 
14  R.   I.   528. 

See  for  invalidity  of  assignment  of  future  unearned  salary  of  public 
officer  or  employe,  Walker  v.  City  of  New  York.  129  N.  Y.  Supp.  1059; 
Schmitt  v.  Dooling,  145  Ky.  240  (involving  assignment  by  a  fireman); 
Stewart  v.  Sample,  53  So.  (Ala.)  182;  Dickinson  v.  Johnson,  110  Ky.  236, 
54  L.  R.  A.  566;  State  v.  Barnes,  10  S.  D.  306;  City  of  Chicago  v.  People, 
98  111.  App.  517;  August  v.  Crane,  59  N.  Y.  Supp.  583;  First  Nat.  Bank 
V.  State,  68  Neb.  482. 

See  for  legislation  making  invalid  against  the  employer  assignments  of 
wages  to  be  earned  in  future,  unless  recorded,  accepted  in  writing  by 
employer  and  accompanied  by  written  consent  of  employe's  wife  and  chil- 
dren, being  constitutional,  Mutual  Loan  Co.  v.  Martele,  222  IT.  S.  225, 
affirming   200   Mass.    482. 

See  Speilberger  Bros.  v.  Brandes,  3  Ala.  App.  590,  construing  Laws  Ala., 
1911,  p.  370,   §§1.  2,  relating  to  assignment  of  wages. 

See  for  construction  of  Gen.  Stat.  Conn.  1902,  §  836,  providing  for  re- 
cording of  assignment  of  future  earnings,  Berlin  Iron  Bridge  Co.  v.  Con- 
necticut, etc.,  Banking  Co.,  76  Conn.  477. 


CHAPTER  XXX. 

EMPLOYES'  15ENE1IT  ASSOCIATIONS  AND 
AGREEMENTS. 

Form  1875. 

TRUST  DEED  OF  SHARES  IN  COMPANY  FOR  BENEFIT 
OF  EMPLOYES. 

This  iudeuturo  made  the   day  of    ,  between  the 

Coiniiany    (hereinafter   called    "the    Company"),    of    the 

one  part,  and    of    ,   trustees    (hereinafter  called   the 

"trustees"),   of   the   other   part. 

Whereas  the  company  has  transferred  to  the  said  trustees   

fully    paid-up    shares    of    $ each    of    the    capital    stock    of 

Company,  to  be  held  by  them  for  the  benefit  of  the  em- 
ployes  of  the   company   as   hereinafter   appears. 

Now   this   indenture   witnesseth    as   follows: 

1.  The  said  trustees  and  the  survivors  or  survivor  of  them  and 
the  executors  or  administrators  of  such  survivor  or  other  the  trustees 
or  trustee  for  the  time  being  of  these  presents  (all  of  whom  are  here- 
inafter referred  to  as  the  trustees)  shall  hold  all  the  said  shares  upon 
trust  to  sell  or  transfer  the  same  or  otherwise  deal  therewith  as  the 
said  company  its  successors  or  assigus,  shall  direct  and  until  any  such 
direction  upon  the  trusts  following. 

2.  The  trustees  shall  receive  all  dividends  from  time  to  time  paid 
upon  the  said  shares  and  so  soon  after  the  receipt  of  any  dividend  as 
may  be  convenient  shall  divide  such  dividend  amongst  all  the  employes 
of  the  company  at  the  date  of  the  declaration  thereof  in  proportion  to 
the  weekly  wages  payable  to  the  employes  respectively  at  that  date. 

3.  If  upon  the  declaration  of  any  dividend  on  the  said  shares  there 
is  any  employe  of  the  company  who  was  not  such  an  employe  at  the 
date  of  the  preceding  declaration  of  dividend  he  shall  only  be  entitle<l 
to  a  share  of  the  dividend  to  1)0  distributed  ])roj)ortionate  to  the  time 
during  which  he  has  been  in  the  employ  of  the  company. 

4.  No  employe  shall  be  entitled  to  any  portion  of  a  dividend  declared 
after  he  shall  have  left  the  service  of  the  company  although  such  divi- 
dend may  have  been  wholly  or  partially  earned  while  he  was  in  its 
service. 

5.  If  at  any  time  the  division  of  the  whole  dividend  on  the  said 
shares  amongst  the  employes  would  involve  the  payment  of  fractions 
of  dollars,  the  trustees  shall  be  at  liberty  to  carry  over  such  part  of  the 
dividend  as  they  sliaJl  think  convenient  and  treat  it  as  part  of  the  next 
dividend  that  is  paid. 

6.  An  employe  of  the  company  means  any  person  in  the  employ 
of  the  company  who  receives  wages  from  the  company  at  a  rate  not 
exceeding    ilollars  per  week. 

7.  Subject  to  the  trusts  aforesaid   the  said   shares  and   the  proceeds 

1587 


1588    CORPORATION  FORMS  AND  PRECEDENTS. 

of  sale  thereof  shall  belong  to  the  company,  its  successors  and  assigns, 
which  shall  have  power  to  appoint  new  trustees  of  these  presents. 

In  witness,  etc. 

(Signatures  and  seals  of  all  parties.) 

See  notes  to  Forms  1880,  1881,  post. 

Form  1876. 
RULES  OF  EMPLOYES  BENEFIT  ASSOCIATION. 


1.  The  object  of  Swift  &  Company  Employes  Benefit  Association  is 
the  establishment  and  management  of  a  fund  for  the  payment  of  defi- 
nite amounts  to  such  employes  as  contribute  thereto,  who  shall  be  known 
as  "Members  of  the  Benefit  Association,"  when,  under  the  Kules,  they 
are  entitled  to  such  payment  by  reason  of  disability,  or,  in  the  event  of 
their  death,  to  the  relatives  or  other  beneficiaries  designated. 

2.  Whenever  in  these  Eules  the  following  words  occur  without  quali- 
fication they  shall  have  the  meaning  here  given:  "President"  and 
"Board  of  Directors"  shall  mean  respectively  the  President  and  Board 
of  Directors  of  Swift  &  Company,  an  Illinois  corporation,  its  successors 
or  assigns.  "Benefit  Association"  shall  mean  Swift  &  Company  Em- 
ployes Benefit  Association.  "Manager,"  "Medical  Director"  and 
' '  Medical  Examiner, ' '  shall  mean  the  Manager,  Medical  Director  and 
Medical  Examiner  respectively  of  said  Benefit  Association. 

3.  The  Benefit  Fund  shall  consist  of  contributions  from  members 
of  the  Benefit  Association,  income  from  investments  and  money  ad- 
vanced by  Swift  &  Company,  when  necessary  to  pay  benefits  as  they 
become  due. 

4.  As  Swift  &  Company  have  agreed  with  the  Trustees  of  the 
Benefit  Association  to  pay  the  operating  expenses  thereof  and  to  make 
good  any  deficiency  in  its  funds  to  meet  obligations  to  members,  the 
contributions  from  members  shall  be  used  only  for  the  payment  of 
benefits  due  to  members  of  the  Benefit  Association. 

5.  There  shall  be  an  Advisory  Committee  as  follows: 

The  Treasurer  of  Swift  &  Company  shall  be  ex  officio  a  member  and 
Chairman   of   the.  Committee. 

The  other  members  of  the  Committee  shall  be  chosen  annually,  in 
November,  to  serve  for  one  year  from  the  first  day  of  January  next 
succeeding  and  until  their  successors  shall  be  chosen  and  take  office, 
as  follows:  . 

Seven  shall  be  chosen  by  the  Board  of  Directors  and  seven  by  the 
employes  who  are  members  of  the  Benefit  Association  from  among 
themselves,  one  representative  from  the  Chicago  plant  and  one  from 
each  of  the  other  plants  in  rotation,  so  that  each  plant  shall  be  in  its 
turn  represented. 

Ten  members  shall  constitute  a  quorum  of  the  Committee  for  the 
transaction  of  business. 

6.  The  members  of  the  Committee  chosen  by  the  members  of  the 
Benefit  Association  shall  be  elected  by  ballot  from  the  respective  plants 
and  on  such  date  in  November  as  the  Advisory  Committee  shall  desig- 
nate.     The   polls   shall   be   ope  a   during  the   business   hours   of   the   date 


EMPLOYER-  BENEFIT  ASSOCIATIOX.S.  1589 

designated  and  the  vote  shall  be  taken  and  certifieil  under  oath  \>y 
tellers  selected  by  the  Committee. 

For  the  Committee  to  serve  during  the  first  fiscal  year  the  members 
to  represent  the  contributing  employes  shall  be  appointed  by  the  I're.-i- 
dent. 

In  the  event  of  the  termination  of  service  of  any  member  of  the 
Committee,  or  his  withdrawal  from  membership  in  the  Benefit  Associa- 
tion, his  membership  in  the  Committee  shall  thereupon  terminate.  Any 
vacancy  among  the  members  of  the  Advisory  Committee  elected  by  con- 
tributing employes  shall  be  filled  by  the  member  of  the  same  packing 
plant  who  shall  have  received  the  next  highest  number  of  votes  to  l!.;; 
retiring  member,  and  in  the  event  that  no  one  shall  be  eligible  to  Cll 
such  vacancy,  a  member  from  the  same  packing  plant  shall  be  dehig- 
nated  by  the  President. 

Any  vacancy  among  the  members  chosen  by  the  Board  of  Directors 
shall   be   filled   by  appointment   of  the  President. 

Members  shall  serve  until  their  successors  are  chosen  and  take  ollli  e 
as  provided. 

The  manager  shall  be  Secretary  of  the  Committee. 

7.  The  Committee  shall  have  general  supervision  of  the  operation 
of  the  Benefit  Association  and  shall  see  that  it  is  conducted  according 
to   the   Eules. 

The  Committee  shall  hold  stated  meetings,  quarterly,  at  Chicago,  on 
the  second  Thursday  of  January,  April,  July  and  October  in  each  year, 
and  shall  meet  at  other  times  at  the  call  of  the  Chairman.  It  shall  be 
the  duty  of  the  Chairman  to  call  special  meetings  of  the  Committee 
upon  the  written  request  of  five  (5)  of  its  members.  The  necessary 
expenses  of  members  of  the  Committee,  while  engaged  in  the  business 
of  the  Benefit  Association,  or  travelling  to  or  from  meetings  of  the 
Committee,  and  the  pay  or  wages  of  such  members  for  such  time  shall 
be  included  in  the  expenses  of  the  Benefit  Association  assumed  by 
Swift  &  Company. 

8.  The  Manager  shall  have  charge  of  all  business  pertaining  to  the 
Benefit  Association.  He  shall  employ  such  clerks  and  other  assistants 
as  may  be  necessary,  prescribe  the  forms  and  blanks  to  be  used,  certify 
all  bills  and  payrolls  of  the  Benefit  Association,  furnish  the  Committee 
such  reports  as  they  may  require,  decide  all  questions  properly  referred 
to  him,  and  exercise  such  other  authority  as  may  be  conferred  on  him 
by  the  Trustees  or  the  Committee. 

9.  There  may  be  an  Assistant  ^Manager,  who  shall  exercise  all  the 
authority  of  the  Manager,  in  his  absence,  and  shall  at  all  times  perform 
such  other  duties  as  may  be  assigned  to  him  ])y  the  Trustees,  Committee 
or  Manager. 

10.  There  shall  be  a  Medical  Director  who  shall,  subject  to  the 
approval  r  id  control  of  the  Manager,  appoint  ^Medical  Examiners, 
assign  them  to  locations,  direct  their  work  and  have  general  supervi- 
sion of  the  medical  and  surgical  affairs  of  the  Benefit  Association.  The 
Medical  Director  may  be  the  same  person  as  the  Manager  or  Assistant 
Manager. 

The  Manager,  Assistant  Manager,  and  Medical  Director  shall  be 
appointed  by  the  Trustees. 


1590    CORPORATION  FORMS  AND  PRECEDENTS. 

11'.  The  Medical  Examiners  shall  make  the  required  physical  exami- 
nation of  applicants  for  membership  in  the  Benefit  Association,  pre- 
pare applications,  report  the  condition  of  sick  or  injured  members, 
decide  when  members  are  disabled,  and  when  they  are  ready  for  work, 
certify  bills  for  surgical  treatment,  perform  such  other  duties  as  may 
be  required  of  them  by  the  Medical  Director  and  conform  to  such  rules 
as   he  may  establish. 

12.  Whenever  used  in  these  Eules  the  words  "Medical  Officers"  shall 
be  held  to  mean  the  Medical  Examiner  in  charge  of  any  case,  and  the 
Medical  Director. 

13.  The  fiscal  year  of  the  Benefit  Association  shall  begin  with  the 
first  day  of  January  of  each  year. 

At  the  close  of  each  fiscal  year  the  accounts  of  the  Benefit  Fund 
shall  be  audited,  and  the  condition  of  the  Fund  reported  by  competent 
person  or  persons  selected  for  that  purpose  by  those  members  of  the 
Committee  who  represent  the  members  of  the  Benefit  Association. 

14.  Amendments  to  the  Eules  of  the  Benefit  Association  may  be 
proposed  to  the  Committee  at  any  quarterly  meeting  by  any  member  of 
the  Committee.  Amendments  so  proposed  may  be  acted  upon  only  at  a 
subsequent  meeting.  No  amendment  shall  be  operative  unless  adopted 
by  the  affirmative  vote  of  two-thirds  of  all  the  members  of  the  Commit- 
tee, approved  by  the  Board  of  Directors  and  duly  certified  by  the  Man- 
ager to  the  Trustees.  Any  amendment  so  adopted,  approved  and  certi- 
fied shall  be  announced  by  the  Manager  and  shall  be  binding  upon  the 
Trustees,  and  upon  the  members  of  the  Benefit  Association,  and  all 
persons  claiming  through  them  from  the  date  specified  in  the  announce- 
ment thereof. 

MEMBERSHIP. 

15.  All  employes  of  Swift  &  Company  who  are  contributing  to  the 
Benefit  Fund  shall  be  called  "Members  of  the  Benefit  Association." 

16.  There  shall  be  eight   (8)   classes  of  members. 

The  highest  class  in  which  an  employe  may  be  a  member  shall  be 
determined  by  his  regular  or  weekly  pay,  as  per  schedule. 

For  employes  paid  by  the  hour,  piece  or  in  any  other  way  than  by 
the  week,  the  highest  class  shall  be  determined  by  the  usual  amount 
of  earnings  in  a  week. 

17.  No  employe  shall  be  required  to  become  a  member  of  the 
Benefit  Association. 

18.  Any  employe  may,  upon  passing  a  satisfactory  medical  exam- 
ination and  the  approval  of  his  application  by  the  Manager,  become  a 
member  of  the  highest  class  allowed  by  his  pay  or  in  any  lower  class. 
Any  employe  over  45  years  of  age  who  entered  the  employ  of  Swift 
&  Company  prior  to  January  1,  1907,  may  on  or  before  December  31,  1907j 
upon  passing  a  satisfactory  medical  examination  and  approval  of  his 
application  by  the  Manager,  become  a  member  in  the  highest  class 
allowed  by  his  pay  at  the  same  rates  as  are  prescribed  for  members 
under  45  years  of  age.  • 

Any  member  45  years  of  age  or  over  who  does  not  take  advantage 
of  this  provision  on  or  before  December  31,  1907,  or  who  enters  the  em- 
ploy of  Swift  &  Company  on  or  after  January  1,  1907,  may  become  a 


EMPLOYES'  BENEFIT  ASSOCIATIONS.  1591 

member  of  the   highest   class  allowed   by   his  pay   at   the   rates   provided 
in  the  schedule  for  employes  45  years  of  aj^e  ami  over. 

ADDITIONAL    DEATH    BKNEFITS. 

19.  A  meml)er  ui)ori  executing  the  proper  form  of  application,  and 
passing  a  satisfactory  medical  examination,  and  approval  of  his  appli- 
cation by  the  Manager,  may  contribute  as  per  schedule  for  additional 
death  benefits  not  greater  in  the  aggregate  than  the  death  benefit  of 
the  class  he  enters. 

20.  Any  member  not  over  45  years  of  age  may,  upon  executing  the 
proper  form  of  application  and  passing  a  satisfactory  medical  exam- 
ination, ami  approval  of  his  application  by  the  Manager,  change  to  any 
higher  class  allowed  by  his  pay. 

21.  Any  member  may,  upon  executing  the  proper  form  of  application, 
change  to  a  lower  class. 

22.  An  employe  cannot  remain  a  member  in  a  class  higher  than 
that  allowed  by  his  pay  except  as  to  death  benefit.  If  a  member  de- 
clines to  effect  a  proper  reduction  of  class  when  necessary,  the  Man- 
ager shall  have  authority  to  cancel  his  membership. 

23.  Any  member  may  withdraw  from  the  Benefit  Association  at  the 
end  of  any  week  upon  giving  notice  before  Tuesday  of  that  week. 

24.  Any  member  who  is  temporarily  relieved  from  service  for  a 
period  not  exceeding  four  weeks  may  retain  his  membership  during  such 
absence  by  paying  his  contributions  in  advance. 

25.  When  a  member  resigns  from  the  service,  leaves  the  service 
without  notice,  or  is  relieved  or  discharged  therefrom  (or  is  relieveil 
from  service  for  a  period  longer  than  four  weeks),  his  membership  in 
the  Benefit  Association  shall  cease  with  his  employment,  and  he  shall 
not  be  entitled  to  any  benefits  for  time  thereafter,  except  such  as  he  may 
be  entitled  to  by  reason  of  disability  beginning  and  reported  before 
and  continuing  without  interruption  to  and  after  such  termination  of 
employment;  provided,  however,  that  any  member  who  has  been  in  the 
employ  of  Swift  &  Company  for  three  years,  and  a  member  of  the 
Benefit  Association  for  one  year  immediately  preceding  the  termina- 
tion of  his  employment,  may  continue  his  membership  thereafter  in  re- 
spect only  of  the  minimum  death  benefit  he  has  held  at  any  time  dur- 
ing the  last  year  of  such  employment,  or  of  any  smaller  amount  upon 
making  supplementary  application  therefor  on  the  prescribed  form  be- 
fore termination  of  employment  or  within  five  days  thereafter. 

When  a  member  terminates  his  membership  by  leaving  the  employ, 
and  re-enters  the  employ  within  a  period  of  two  weeks  thereafter,  the 
Manager  shall  have  the  right  in  his  discretion  to  reinstate  him  to  mem- 
bership without  medical  examination;  provided  applicant  shall  certify 
that  during  the  period  of  non-membership  he  has  suffered  from  no 
accident  or  illness. 

26.  Membership  in  the  Benefit  Association  shall  be  based  unon  an 
application  in  the  following  form: 

APPLICATION'     FOR    MEMRFRSHIP     IN      SWIFT     &     COMPANY     EMPLOYES     BENEFIT 

ASSOCIATION. 

To  the  Manager  of  Swift  &  Company   Employes  Benefit  Association: 
I,    ,   of    ,   in   the   County   of    


1592    CORPORATION  FORMS  AND  PRECEDENTS. 

and  State   of    ,   now   employed   by   Swift   &   Company, 

do  hereby  apply  for  membership  in  Swift  &  Company  Employes  Benefit 
Association,  and  consent  and  agree  to  be  bound  by  the  Rules  of  said 
Benefit  Association,  which  Eules  I  have  read  or  have  had  read  to  me, 
and  by  any  other  Rules  of  said  Benefit  Association  hereafter  adopted 
and  in  force  during  my  membership,  and  by  the  provisions  of  the  Deed 
of  Trust  governing  the  organization  of  the  Benefit  Association,  and  the 
amendments  thereto. 

I  also  agree,  request  and  direct  that  Swift  &  Company,  by  its  proper 
agents,  and  in  the  manner  provided  for  in  such  Rules,  shall  apply 
as  a  voluntary  contribution  from  any  wages  earned  by  me  under  said  em- 
ployment the  sum  of ($ /lOO)  per  week,  for  the  pur- 
pose of  securing  the  benefits  provided  in  the  Rules  for  a\  member  of  the 
Benefit  Association  of  the class  with  ad- 
ditional death  benefits  of  the  first  class.  Unless  I  shall  hereafter  other- 
wise designate  in  writing,  with  the  approval  of  the  Manager  of  the 
Benefit  Association,  death  benefit  shall  be  payable  to  my  wife  (husband), 
if  I  am  married  at  the  time  of  my  death;  or  if  I  have  no  wife  (husband) 
living,  then  to  my  children,  collectively,  each  to  be  entitled  to  an  equal 
share,   including,   as   entitled   to   parent's   share,   the   issue   of   any   dead 

child;  or  if  there  be  no  children  or  such  issue  living,  then  to , 

if  living;  and  if  not  living,  to  my  father  and  mother  jointly,  or  their 
survivor;  or  if  neither  be  living,  then  to  my  next  of  kin,  payment  in 
behalf  of  such  next  of  kin  to  be  made  to  my  legal  representatives;  or 
if  there  be  no  such  next  of  kin,  the  death  benefit  shall  lapse,  and  the 
amount  thereof  shall  remain  as  part  of  the  Benefit  Fund,  and  no  one 
claiming  under  me  shall  have  any  right  or  interest  therein. 

I  also  agree  that  this  application,  upon  the  approval  of  the  Manager 
of  the  Benefit  Association,  shall  make  me  a  member  of  the  Benefit  As- 
sociation on  and  from  the  date  specified  in  such  approval,  and  that  such 
membership  shall  not  be  avoided  by  any  change  in  the  character  of  my 
service,  or  locality  where  rendered,  while  in  the  employment  of  said 
Swift  &  Company,  nor  by  any  change  in  the  amounts  applicable  from 
my  wages  to  the  Benefit  Fund  to  which  I  may  hereafter  consent,  and 
that  the  agreement  that  the  above  named  amounts  shall  be  deducted 
from  my  wages  shall  apply  also  to  any  other  amounts  which  I  may 
agree  to  pay  under  the  provisions  of  said  Rules,  by  reason  of  changes  made 
aa  aforesaid. 

I  also  agree,  for  myself  and  those  claiming  through  me,  to  be  governed 
by  the  Rule,  or  Rules,  providing  for  final  and  conclusive  settlement  of 
all  claims  for  benefits  or  controversies  of  whatever  nature  by  reference 
to  the  Manager  of  the  Benefit  Association,  and  an  appeal  from  his 
decision  to  the  Advisory  Committee. 

I  certify  that  I  am  correct  and  temperate  in  my  habits;  that,  so 
far  as  1  am  aware,  I  am  now  in  good  health,  and  have  no  injury  or 
disease,  constitutional  or  otherwise,  except  as  shown  on  the  accompany- 
ing statement  made  by  me  to  the  Medical  Examiner,  which  statement 
shall  constitute  a  part  of  this  application. 

I  also  agree  that  any  untrue  or  fraudulent  statement  made  by  me  to 
the  Medical  Examiner,  or  any  concealment  of  facts  in  this  application, 
or  any  attempt  on  my  part  to  defraud  or  impose  upon  said  Benefit  As- 


EMPLOYES'  BENEFIT  ASSOCIATIONS.  1593 

soeiation,  or  my  rcsij^ning  from  or  leaving  the  service  of  saiil  Swift  & 
Company,  or  my  being  relieved  or  discharged  therefrom,  shall  forfeit 
my  membership  in  the  said  Benefit  Association,  and  all  rights,  benefits, 
t  or  e(]uities  arising  therefrom;  except  that  such  termination  of  my  em- 
ployment shall  not  (in  the  absence  of  any  of  the  other  foregoing  causes 
of  forfeiture)  deprive  me  of  any  benefits  to  the  payment  of  which  I 
may  be  entitled  by  reason  of  disability,  beginning  and  reported  before 
and  continuing  without  interruption  to  and  after  such  termination  of 
my  employment,  nor  of  the  right  to  continue  my  membership  in  respect 
of  death  benefit  only,  as  provided  in  said  Rules. 

In  witness  whereof  I  have  signed  these  presents  at    ,  in 

the  County  of ,  State  of ,  this 

day  of ,  A.  D.  19.  . .  .,  this  application  to  take  effect  on 

such  date  as  may  be  designated  by  said  Manager. 

The  following  changes  made  before  said  execution:    

Witnci-s :     .♦ 

The   foregoing  application   is  approved  at  the  office  of  the   Manager  of 

Company    Employes   Benefit    Association    at    Chicago,   in 

the  County  of  Cook,  State  of  Illinois,  this    day  of   , 

A.  D.  19 .... ,  to  take  effect  the    day  of    , 

A.D.  19.... 


Manager  of  Benefit  Association. 
The  application,  accompanied  by  the  report  of  the  Medical  Examiner, 
shall  be  forwarded  to  the  Manager,  and,  upon  approval  by  him,  the 
applicant  shall  become  a  member  from  as  early  a  date  as  notice  of  ap- 
proval can  reach  him — and  the  Manager  shall  issue  to  him  a  certificate 
of  membership. 

27.  If  any  applicant  for  membership  or  for  change  in  membership 
has  physical  defects  which  would  preclude  the  approval  of  his  applica- 
tion, if  presented  unconditionally,  his  application  may  nevertheless  be 
approved;  provided,  that  he  execute  an  agreement  in  writing,  satisfac- 
tory to  the  Manager,  to  the  effect  that  he  shall  not  be  entitled  under  his 
membership  to  any  benefits  for  disability  caused  by,  arising  from  or 
growing  out  of  such  defects,  such  agreement  to  be  attached  to  and  to  be 
made  a  part  of  his  said  application,  and  such  modification  of  the  pre- 
scribed forms  of  application  is  hereby  authorized. 

28.  The  application  of  a  married  woman  must  be  signed  also  bv  her 
husband,  and  that  of  a  minor  by  the  father,  or  if  the  father  be  not 
living,  or  be  not  the  head  of  the  family,  by  the  mother,  or  the  legal 
guardian,  unless  otherwise  ordered  by  the  Manager. 

CONTRIBUTIONS.  , 

29.  The  word  "Contributions"  wherever  used  in  these  Eules  shall 
be  construed  to  mean  such  designated  portion  of  the  wages  payable 
by  Swift  &  Company  to  an  employe  as  he  shall  have  agreed  in  his  ap- 
plication that  Swift  &  Company  shall  apply  for  the  purpose  of  secur- 
ing to  him  the  benefits  of  the  Benefit  Association,  or  such  cash  payment 
as  it  may  be  necessary  for  a  member  to  make  for  said  purpose. 

30.  Contributions  shall  be  made  weekly  or  fortnightly  in  advance 
at  rates  as  provided  for  in  schedule.     Contributions  from  members  not 


1594     CORPORATION  FORMS  AND  PRECEDENTS. 

in  service    but   continuing  death   benefits   shall   be   payable   quarterly   in 
advance. 

31.  Contributions  for  any  week  or  fortnight  will  be  due  on  the  first 
day  of  that  week  or  fortnight,  and  will  ordinarily  be  deducted  for  the 
ensuing  week  or  fortnight  from  the  member 's  wages  on  the  payroll  for 
the  preceding  week  or  fortnight. 

When  a  member  has  no  wages  on  the  payroll  any  contributions  due  ^ 
from   him   must   be   made  in   cash,   otherwise   he  will   be  in   arrears.      A 
member  in  the  service  shall  make  such  cash  payments  to  the  Manager 
through  the  Cashier  of  the  plant  at  which  he  belongs. 

A  member  who  has  left  the  service  and  is  contributing  for  death 
benefits  only  shall  make  such  cash  payments  direct  to  the  Manager. 

32.  Benefits  shall  not  be  due  on  account  of  disability  beginning  or 
death  occurring  while  a  member  is  in  arrears. 

When  a  member  is  in  arrears  for  two  months  his  membership  shall 
cease  and  he  shall  have  no  further  right  or  claim  against  the  Benefit 
Association. 

33.  When  a  member  recovers  from  his  disability  his  contributions 
for  the  week  in  which  he  recovers,  if  not  already  paid  together  with  his 
contributions  for  the  following  week  or  fortnight,  shall  be  deducted  from 
the  payroll  of  the  week  in  which  he  recovers. 

34.  A  member  shall  not  make  contributions  for  any  time  of  dis- 
ability beyond  the  week  or  fortnight  in  which  disability  begins,  except 
as  specifically  provided  in  the  Rules.  When  wages  are  paid  during 
disability  the  usual  contributions  shall  be  made. 

35.  When  a  member's  service  terminates  there  shall  be  due  him  as 
refund  any  excess  of  contribution  he  may  have  made  above  what  is  neces- 
sary to  adjust  his  account  up  to  the  termination  of  his  service.  Any  such 
refund  shall  be  payable  upon  application  therefor  by  the  member. 

DISABILITY. 

36.  Wherever  used  in  these  Eules  the  word  "Disability"  shall  be  held 
to  mean  physical  inability  to  work  by  reason  of  sickness  or  accidental  injury, 
and  the  word  "Disabled"  shall  apply  to  members  thus  physically  unable 
to  work. 

The  decision  as  to  when  members  are  disabled  and  when  they  are  able 
to  work  shall  rest  with  the  Medical  Officers  of  the  Association,  and  their 
decision  shall  be  final  and  binding  upon  the  members,  subject  to  the  pro- 
visions of  Section  No.  52. 

In  considering  the  question  of  disability,  subjective  symptoms  or  alleged 
symptoms  will  be  given  due  weight,  but  these,  in  themselves,  unsupported 
by  objective  or  discoverable  symptoms,  shall  not  entitle  a  member  to  be 
considered  disabled. 

BENEFITS. 

The  following  benefits  shall  be  paid  to  members  or  beneficiaries  entitled 
thereto,  in  accordance  with  the  provisions  of  the  Rules. 

Aff'IDEN'T    BENEFITS. 

37.  Payment  for  each  week  (or  proportionately  for  part  of  a  week, 
excluding  Sunday)  of  disability  classed  as  due  to  accident  for  a  period  not 
longer  than  104  weeks,  at  benefits  as  per  schedule.     Also  payment  to  or 


EMPr>OYES'  BENEFIT  ASSOCIATIONS.         1595 

in  behalf  of  the  mrinher  of  sueh  an  amount  for  necessary  Burgical  treat- 
ment as  may  be  apiuoved  by  the  :Mediial  Director.  No  member  shall  have 
authority  to  contract  bills  against  the  Benefit  Association  and  nothing 
herein  shall  be  held  to  mean  or  imply  that  the  Benefit  Association  shall 
be  responsible  for  the  payment  of  such  bills  as  a  member  may  contract,  or 
his  surgeon  may  charge.  Bills  for  surgical  attendance  to  Vje  considered 
by  the  Benefit  Association  must  be  made  out  against  the  member  and 
must  be  itemized.  To  establish  a  claim  for  accident  benefits,  the  accident 
must  be  reported  immediately  upon  its  occurrence,  and  there  must  be  ex- 
ternal positive  and  visible  evidence  of  physical  injury  by  accident  sufficient 
to  cause  inmiediate  disability.  In  cases  of  alleged  sprain,  strain,  wrench 
and  the  kind,  where  physical  ])n)o{  of  disabling  injury  is  lacking,  the 
member  must  furnish  substantiated  history  satisfactory  to  the  .Manager,  of 
violence  accidentally  inflicted,  sufficient  and  liable  to  cause  disabling  injury, 
otherwise  accident  benefit   will   not   be  allowed. 

"When  a  member  meets  with  any  accident  from  which  disability  may 
lesult  and  on  account  of  which  he  wishes  to  reserve  the  right  to  claim  ac- 
cident benefits,  he  shall  report  the  accident  to  his  timekeeper  immediately 
upon  its  occurrence,  and  als^o  report  in  person  to  the  Medical  E.xaminer, 
the  same  as  is  provided  in  cases  of  actual  disability. 

If  a  member  receives  accidental  injuries  producing  the  immediate  sever- 
ing of,  or  necessitating  in  the  opinion  of  the  Medical  Officers  of  the  Benefit 
Association,  the  amputation  of  a  hand  or  foot  at  or  above  the  wrist  or 
ankle,  he  may  either  receive  weekly  benefits  and  payment  of  surgical  bills, 
as  hereinbefore  provided,  also  an  artificial  limb,  when  such  can  be  worn, 
or  in  lieu  thereof  and  in  full  of  all  claims  or  demands  of  whatsoever  nature 
•against  the  Benefit  Association,  arising  from  such  injuries,  he  may  receive 
as  per  schedule— and  twice  these  benefits  are  provided  in  schedule  in  case 
of  loss  of  both  hands  or  both  feet,  or  of  one  hand  and  one  foot. 

If  a  member  receives  accidental  injuries  resulting  in  the  total  loss  of  sight 
of  one  eye,  he  may  either  receive  weekly  benefits  and  payment  of  surgi- 
cal bills,  as  hereinbefore  provided,  or  in  lieu  thereof  and  in  full  of 
all  claims  or  demands  of  whatsoever  nature  against  the  Benefit  Association, 
arising  from  such  injuries,  he  may  receive  as  per  schedule — and  twice  these 
benefits  are  provided  in  schedule  in  case  of  total  loss  of  sight  of  both  eyes. 

SICK   BENEFITS. 

38.  Payment  for  each  week,  except  the  first  six  working  days  (or  pro 
portionately  for  part  of  a  week,  excluding  Sundays)  of  disability  classed 
as  due  to  sickness,  for  a  period  not  longer  than  52  weeks,  at  the  same 
benefits  as  for  accident  benefits,  and  at  half  such  benefits  for  an  additional 
period  "of  52   weeks. 

When  a  member  shall  have  received  full  benefits  for  52  weeks  and  half 
benefits  for  52  weeks  additional  for  sickness  disability  from  the  Benefit 
Fund,  he  shall   not  be  entitled  to   further  .Usability  benefits. 

To  establish  a  claim  for  sick  benefits  there  must  be  positive  evidence  of 
acute  or  constitutional   disease  sufficient  to  cause  disability. 

Disability  resulting  from  infection  of  a  lut.  abrasion,  scratch,  puncture 
or  other  wound,  or  from  any  injury  not  immediately  disabling  and  not 
reported  at  the  time  of  the  accident  causing  the  injury,  or  from  poison 
however   taken    into   or   acting   upon    the   body,    or    from   any   overdose   of 


1596    CORPORATION  FORMS  AND  PRECEDENTS. 

medicine  or  drug  taken  by  mistake,  or  from  surgical  operation  necessary 
for  the  removal  of  some  defect,  which  would  otherwise  produce  disability, 
or  from  sunstroke,  or  frost-bite  shall  be  classed  as  due  to  sickness. 

39.  A  member  shall  not  be  entitled  to  receive  benefits  continuously  for 
more  than   104  weeks   for  any   disability. 

40.  •  A  member  who  has  received  sick  benefits  to  the  full  extent  con- 
templated by  these  Rules,  may  retain  his  membership  in  respect  to  death 
benefit  only,  by  contributing  for  the  same,  such  contribution  to  begin  at 
the  expiration  of  his  right  to  sick  benefits,  otherwise  his  membership  shall 
cease 

41.  In  case  of  any  grave  injury  or  chronic  sicliuess  where  a  member 
desires  to  accept  a  lump  sum  in  lieu  of.  the  benefits  which  might  become 
due  him  or  on  his  account,  and  in  full  of  all  obligations  of  the  Benefit 
Association  arising  from  his  membership,  the  Manager  shall  have  authority 
to  make  full  and  final  settlement  with  such  member  on  such  terms  as  may 
be  agreed  upon  in  writing.  All  such  settlements  shall  be  reported  to  the 
Conmiittee  at  their  next  meeting. 

42.  Benefits  on  account  of  continued  disability  will  be  paid  fortnightly. 
Benefits  for  short  periods  of  disability  will  be  paid  as  soon  as  the  amount 
due  can  be  ascertained. 

Benefits  shall  be  payable  only  to  the  disabled  member  or  in  accordance 
with  his  written  order,  when  approved  by  the  Manager  or  his  legal  rep- 
resentative; but  payment  for  surgical  treatment  may  be  made  to  the  attend- 
ing surgeon. 

When,  in  the  opinion  of  the  Manager,  a  member  is  legally  incompetent, 
disability  benefits  due  him  may,  at  the  discretion  of  the  ^Manager,  be  paid 
to  his  wife  or  to  some  other  member  of  his  family  for  the  use  and  benefit 
of  the  member,  and  such  payments  shall  be  made  a  bar  to  any  subsequent 
claim  on  the  part  of  the  member  or  his  legal  representative  for  amounts 
so  paid. 

43.  When  a  member  becomes  disabled,  he  shall  notify  his  tirfiekeeper 
immediately  or  cause  him  to  be  notified.  In  reporting  disability  the  mem- 
ber shall  give  his  house  address.  If  he  fails  to  give  notice  until  he  re- 
covers, he  shall  not  be  entitled  to  benefits  unless  he  proves  his  disability 
to  the  satisfaction  of  the  Manager,  and  gives  satisfactory  reason  for  failure 
to  give  notice.  If  he  gives  notice  during  disability,  but  delays  in  so  doing, 
he  shall  not  be  considered  disabled  before  the  day  on  which  notice  is  given, 
unless  he  proves  his  disability  before  that  day  to  the  satisfaction  of  the 
Manager,  and  gives  satisfactory  reason  for  delay  in  giving  notice. 

When  a  member  becomes  disabled  he  shall,  also,  unless  unable  on  ac- 
count of  the  disability,  report  immediately  to  the  Medical  Examiner  at 
his  office  during  business  hours.  A  disabled  member  not  confined  -to  the 
house  by  his  disability,  shall  also  report  at  the  Medical  Examiner's  office 
from  time  to  time  as  requested,  and  keep  any  other  appointments  made 
by  the  Examiner.  Members  who  avoid  the  Medical  Examiner  or  neglect 
to  report  or  keep  appointments  shall  not  be  entitled  to  benefits. 

If  a  member  who  has  been  reported  as  able  to  work  by  the  Medical 
Examiner,  is  not  able  to  work  on  the  day  set,  he  shall  immediately  notify 
his  timekeeper,  and  the  Medical  Examiner,  and  report  to  the  latter  in 
person,  if  possible;  otherwise  he  shall  not  be  considered  disabled  after  the 
day  set  for  his  return  to  work. 


EMPLOYES'  BENEFIT  ASSOCIATIONS.         1597 

44.  When  a  member  becomes  disabled  when  away  from  home  whether 
on  business  for  Swift  &  Company  or  leave  of  absence  he  shall  not  be  en- 
titled to  benefits  unless  he  reports  his  disability  immediately  and  proves 
it  to  the  satisfaction  of  tlio  Manager. 

45.  When  a  disabled  member  wishes  to  leave  home,  he  shall  obtain 
from  the  Medical  Exammer  written  approval  of  absence  for  a  specific 
time,  shall  furnish  him  satisfactory  proof  of  disability,  while  absent,  and 
report  immediately  to  him  on  his  return,  otherwise  he  shall  not  receive 
benefits  while   absent. 

46.  Benefits  .shall  not  be  payable  for  disability  directly,  indirectly  or 
partly  due  to  Intoxication,  or  to  use  of  alcoholic  liquors  as  a  beverage,  or 
to  immoderate  use  of  stimulants  or  narcotics,  or  to  unlawful  acts  or  im- 
moralities, or  to  venereal  diseases,  however  contracted,  or  to  the  results 
thereof,  or  to  urethritis,  orchitis,  epididymitis,  stricture  or  glandular 
swelling  or  abscess  in  the  groin,  however  caused,  or  to  fighting,  unless  in 
self-defense  against  unprovoked  assault,  or  other  encounter,  such  as  wrest- 
ling, scufiling,  fooling  and  the  like,  or  to  injury  received  in  any  brawl,  or 
in  any  liquor  saloon,  gambling  house  or  other  disreputable  resort. 

During  disability  coming  under  this  Eule  a  member  shall  contribute  for 
and  be  entitled  to  death  benefit  only. 

47.  IMembers  shall  not  be  entitled  to  benefits  if  they  decline  to  permit 
tKe  Medical  Examiner  to  make  or  have  made  by  any  other  physician,  such 
examination  as  he  may  deem  necessary  to  ascertain  their  condition  when 
claiming  disability. 

Disabled  members  must  take  proper  care  of  themselves  and  have  proper 
treatment.  Benefits  will  be  discontinued  to  members  who.  refuse  or  neglect 
to  follow  the  recommendations  of  the  Medical  OSicers. 

DEATH    BENEFITS, 

48.  Payment  in  accordance  with  the  conditions  prescribed  in  the  Eules 
upon  the  death  of  a  member,  as  per  schedule. 

49.  Death  benefit,  together  with  any  unpaid  disability  benefits,  shall 
be  payable  to  the  beneficiary  of  a  deceased  member  upon  i)roof  of  claim. 
A  part  of  the  death  benefit,  not  to  exceed  $100,  may,  at  the  discretion  of 
the  Manager,  be  paid  before  final  settlement  to  meet  funeral  or  other 
urgent  expenses,  incident  to  the  death  of  a  member, 

50.  If  a  member  commits  suicide  before  the  end  of  the  first  year  of 
his  membership,  the  beneficiary  shall,  upon  proof  of  claim,  receive  such 
amount  only  as  such  member  has  contributed  for  death  benefit  under  tbe 
Kulcs  at  time  of  death,  and  such  amount  shall  be  in  full  satisfaction  of 
all  claims. 

51.  Claims  for  disability  benefits  must  be  made  within  thirty  (30) 
days  of  the  time  such  benefits  accrue.  Claims  for  death  benefits  must  be 
made  within  two    (2)   years  from  the  death  of  the  member. 

CONTROVERSY, 

52.  In  any  controversy,  claim,  demand,  suit-at-law  or  other  proceeding 
between  any  member,  his  beneficiary  or  legal  representative,  and  the  Benefit 
Association,  the  certificate  of  the  Manager  as  to  any  facts  appearing  in 
the  records  of  the  Benefit  Association,  or  of  Swift  &  Company,  or  that  any 
•writing  is  a  copy  taken  from  said  records,  or  of  any  instrument  on  file  in 


1598     CORPORATION  FORMS  AND  PRECEDENTS. 

said  Benefit  Association,  or  with  Swift  &  Company,  or  that  any  action  has 
or  has  not  been  taken  by  the  Coniniittce,  or  tho  Board  of  Directors,  shall 
be  prima  facie  evidence  of  the  facts  therein  stated. 

All  questions  or  controversies  of  whatsoever  character  arising  in  any 
manner,  or  between  any  parties  or  persons  in.  connection  with  tho  Benefit 
Association  or  the  operation  thereof,  whether  as  to  any  claim  foi  benefits 
preferred  by  any  member  or  his  legal  representative  or  his  beneficiary  or 
any  other  person,  or  whether  as  to  the  construction  of  language  or  mean- 
ing of  the  Eules,  or  as  to  any  writing,  decision,  instruction  or  acts  in  con- 
nection with  the  operation  of  the  Benefit  Association,  shall  bo  submitted 
within  sixty  (60)  days  of  the  time  of  tho  decision  from  which  an  appeal 
is  taken  to  the  ]\Ianager,  whose  decision  shall  be  final  and  conclusive., 
unless  an  appeal  from  such  decision  shall  be  taken  to  the  Committee  within 
thirty   (30)   days  after  notice  of  such  decision  to  the  parties;  interested. 

When  an  appeal  is  taken  to  the  committee  it  shall  be  heard  by  said  Com- 
mittee without  further  notice  at  their  next  stated  meeting,  oi  at  such 
future  meeting  or  time  as  they  may  designate,  and  shall  be  determined  by 
a  vote  of  the  majority  of  a  quorum,  or  of  any  other  number  not  loss  than 
a  quorum  of  the  members  present  at  such  meeting,  and  the  decision  of  the 
Committee  shall  be  final  and  conclusive  upon  all  parties,  without  exception 
or  appeal. 

See  Forms  1877-1879,  post. 

See  notes  to  Forms  1880,  1881,  post. 

Form  1877. 

DEED    OF    TRUST    BETWEEN    BENEFIT    ASSOCIATION 
AND  TRUSTEES. 

This  Deed  of  Trust,  made  this   day  of   ,  A.  D. 

19 ,  by  and  between    (names  omitted)    and 

,   parties   of  the   first   part,   and    

and   ,  parties  of  the  second  part,  all  of  the  City  of 

Chicago,  County  of  Cook  and  State  of  Illinois,  witnesseth: 

Whereas,  The  said  parties  of  the  first  part  are  desirous  of  providing  for 
themselves,  and  such  other  persons  who  shall  become  beneficiaries  under 
this  Deed  of  Trust,  benefits  in  case  of  sickness,  accident  or  death,  and  for 
that  purpose  are  desirous  of  providing  for  the  safe-keeping  and  manage- 
ment of  all  funds  that  may  be  obtained  or  contributed  for  said  purposes; 
and 

Whereas,  The  said  parties  of  the  first  part  have  requested  the  said 
parties  of  the  second  part  to  act  as  first  trustees  of  the  said  funds  which 
shall  accrue  hereunder  for  the  purposes  aforesaid;  and 

Whereas,  The  parties  of  the  second  part  have  agreed  to  act  as  first 
trustees  under  this  agreement,  as  hereinafter  provided,  for  the  purposes 
aforesaid;    and  g. 

Whereas,  It  is  desired  by  this  Deed  of  Trust  to  definitely  state  the  terms 
of  this  Trust  and  the  i)lan  of  providing  for  such  benefits  in  case  of  sickness, 
accident  or  death; 

Now  therefore,  in  consideration  of  the  premises,  it  is  agreed  as  follows: 

First.  The  purpose  of  this  Deed  of  Trust  is  to  provide  for  the  estab- 
lishment of  a  voluntary  association,  which  shall  be  known  as  Swift  &  Com- 


EMPLOYES'  BENEFIT  ASSOCI A  TloXS.  1599 

pany  Eiiiiiloyi-s  Heiicfit  Association,  and  also  to  provide  for  the  custody, 
management  and  investment  of  the  funds  of  said  Association,  and  for  the 
payment  out  of  ^aid  funds  of  definite  amounts  to  su(di  i)ersons  as  contribute 
thereto,  and  who  shall  be  known  as  "  Memljcrs  of  tlie  Hcnefit  Association," 
when,  under  the  liuii'a  of  the  said  Association,  they  are  entitled  to  such 
payment,  by  reason  of  disability,  and  also  in  the  event  of  the  death  of  a 
member,  for  the  payment  of  the  amount  provided  by  the  Rules  of  said  As- 
sociation to  the  person  or  jjersons  designated  by  him,  or  the  person  legally 
entitled   thereto. 

Second.  The  funds  of  this  Association  shall  consist  of  contributions 
from  members  and  from  all  other  sources  and   interest   paid  thereon. 

Third.  The  general  conduct  of  the  business  of  said  Association  shall 
be  under  the  direction  of  an  Advisory  Committee,  which  shall  consist  of 
fifteen  (15)  members,  and  after  December  31,  1907,  shall  be  made  up  as 
follows : 

The  Treasurer  of  Swift  &  Company,  a  corporation  organized  under  the 
laws  of  the  State  of  Illinois,  shall  be  ex  officio  a  member  and  chairman  of 
said  Committee. 

The  other  members  of  the  Advisory  Committee  shall  be  chosen  annually 
in  November,  to  serve  for  one  year  from  the  first  day  of  January,  next 
succeeding,  and  until  their  successors  shall  be  chosen  and  assume  office. 

Seven  of  said  members  shall  be  chosen  by  the  Board  of  Directors  of 
said  Swift  &  Company,  and  the  remaining  seven  by  the  employes  who  are 
members  of  the  Benefit  Association  from  among  themselves,  from  such 
plants  as  shall  be  designated,  from  time  to  time,  by  the  Advisory  Com- 
mittee. 

Fourth.  The  members  of  the  Advisory  Committee  chosen  by  the  mem- 
bers of  the  Benefit  Association,  shall  be  elected  by  ballot,  the  vote  being 
taken  and  certified  by  tellers  of  the  dilTerent  plants,  designated  by  the 
Advisory  Committee,  and  the  polls  shall  be  kept  open  for  balloting  during 
the  business  day  at  each  plant. 

Fifth.  For  the  year  ending  December  31,  1907,  the  members  of  the 
Advisory  Committee  shall  be  as  follows: 

,    Chairman;     (names    omitted)     , 


Sixth.  In  the  event  of  the  termination  of  the  service  for  Swift  & 
Company,  or  of  his  membership  in  the  Benefit  Association,  of  any  mem- 
ber of  the  Advisory  Committee,  his  membership  in  the  Advisory  Committee 
shall  thereupon  cease. 

Any  vacancy  among  the  members  of  the  Advisory  Committee,  elected  by 
the  contributing  employes,  shall  be  filled  by  the  member  of  the  same  plant 
at  which  the  retiring  member  was  employed  at  the  date  of  his  election,  who 
shall  have  received  the  next  highest  number  of  votes  to  the  retiring  mem- 
ber, and  in  the  event  that  no  one  shall  be  eligible  as  aforesaid  to  fill  such 
vacancy,  a  member  from  the  same  plant  shall  be  designated  by  the  Presi- 
dent of  said  Swift  &  Company. 

The  President  of  said  Swift  &  Company  shall  also  fill  any  vacancy 
among  the  members  of  the  Advisory  Committee  chosen  by  the  Board  of 
Directors  of  Swift    &   Comjiany. 


1600    CORPORATION  FORMS  AND  PRECEDENTS. 

Each  member  of  the  Advisory  Committee  shall  serve  until  his  successor 
IS  chosen  and  takes  oflSce. 

The  iManager  of  the  Association  shall  be  Secretary  of  the  Advisory  Com- 
mittee and  shall  Jiave  charge  of  its  records. 

Seventh.  The  Advisory  Committee  shall  have  general  supervision  over 
the  operations  of  the  Association,  and  shall  see  that  it  is  conducted  in 
accordance  Avith  the  provisions  of  this  Deed  of  Trust,  and  the  Kules  and 
Eegulations  adopted  by  said   Committee. 

A  majority  vote  shall  be  necessary  for  the  determination  of  the  ac- 
tion of  said  Advisory  Committee  and  it  may  make  such  rules  and  regula- 
tions, for  the  conduct  of  the  business  of  the  Association  as  it  may  see  fit, 
not   inconsistent   ■n'ith  the  provisions   of  this  Deed   of  Trust. 

Eighth.  The  Advisory  Committee  shall  hold  stated  meetings  quarterly 
at  Chicago,  on  the  second  Thursday  of  January,  April,  July  and  October, 
in  each  year,  and  shall  meet  at  other  times  at  the  call  of  the  Chairman 
thereof,  and  it  shall  be  the  duty  of  said  Chairman  to  call  a  meeting  at 
the  ■written  request  of  five  members  of  the  Advisory  Committee. 

Ninth.  The  Trustees  of  the  Association  shall  appoint  a  Manager,  who 
shall  have  charge  of  all  business  pertaining  to  the  Association,  and  shall 
employ  such  clerks  and  other  assistants  as  may  be  necessary,  prescribe 
the  forms  and  blanks  to  be  used,  certify  all  bills  and  payrolls  and  furnish 
the  Advisory  Committee  with  such  reports  as  they  may  require,  decide  all 
questions  properly  referred  to  him,  and  exercise  such  other  authority  as 
may  be  conferred  on  him  by  the  Trustees  or  the  Advisory  Committee. 

Tenth.  The  said  Trustees  may  also  appoint  an  Assistant  Manager, 
who  shall  exercise  all  of  the  authority  of  the  Manager  in  his  absence, 
and  shall  at  all  times  perform  such  other  duties  as  may  be  assigned  to 
him  by  the  Trustees,  Advisory  Committee  or  the  Manager. 

Eleventh.  The  said  Trustees  shall  also  appoint  a  Medical  Director, 
who  shall  subject  to  the  approval  and  control  of  the  Manager  appoint 
^ledical  Examiners,  assign  them  to  locations,  direct  their  work  and  have 
general  supervision  of  the  medical  and  surgical  affairs  of  the  Association. 
The  Medical  Director  may,  in  the  discretion  of  the  said  Trustees,  be  the 
same  person  as  the  Manager  or  Assistant  Manager. 

Twelfth.  Medical  Examiners  shall  make  the  required  physical  examina- 
tion of  applicants  for  membership  in  the  Association,  prepare  applications, 
report  the  condition  of  sick  or  injured  members,  decide  when  members 
are  disabled,  and  when  they  are  ready  for  work,  certify  bills  for  surgical 
treatment,  perform  such  other  duties  as  may  be  required  of  them  by  the 
Medical  Director,  Manager  or  Advisory  Committee,  and  conform  to  the 
Eules  of  the  Association. 

Thirteenth.  No  Trustee  under  this  Deed  of  Trust  nor  any  member  of 
the  Advisory  Committee  shall  ever  receive  any  compensation  for  his  serv- 
ices as  such  Trustee  or  as  such  member  of  the  Advisory  Committee.  This 
section  is,  however,  subject  to  the  provision  of  Section  Four  of  the  agree- 
ment "Exhibit  A,"  hereto  attached. 

Fourteenth.  In  case  of  the  death,  resignation,  permanent  removal  from 
Cook  County,  or  inability  to  act  of  any  of  said  Trustees,  the  Board  of 
Directors  of  said  Swift  &  Company  shall  choose  a  suitable  person  to  fill 
the  vacancy,  and  any  substitute  Trustee  shall  have  the  same  power  and 
authority  and  be  subject  to  the  same  duties  and  liabilities  as  are  provided 


EMPLOYES'  BENEFIT  ASSOCIATIONS.         1601 

in  the  case  of  tbe  Trustees  named  in  this  Deed  of  Trust,  and  as  if  originally 
named  as  such  herein,  and  the  substitution  of  such  Trustee  shall  be  certi- 
fied by  the  Chairman  of  the  Advisory  Committee  to  the  Trust  Company 
with  which  this  Deed  of  Trust  is  deposited,  and  shall  be  effective  from  that 
time. 

Fifteenth.  The  Trustees  of  the  Association  shall  liavu  full  jiower  and 
authority  over  all  funds  belonging  to  it,  and,  without  incurring  any  personal 
liability,  they  may  and  are  hereby  authorized  and  directed  to  enter  into  an 
agreement  with  said  Swift  &  Company,  providing  for  the  handling  of  all 
funds  by  said  Swift  &  Company;  it  being  understood  that  said  Swift  & 
Company  shall,  in  consideration  therefor,  be  obligated  to  pay  interest  at 
such  rate  as  shall  be  determined  by  the  Trustees  hereunder  with  the 
approval  of  the  Advisory  Committee,  and  until  otherwise  fixed  by  them  at 
the  rate  of  five  per  cent,  per  annum  on  all  monthly  balances  in  its  hands; 
provide  for  the  expenses  of  operating  the  Association  and  guarantee  the 
payment  of  all  benefits,  as  provided  by  the  Rules  of  said  Association,  a 
copy  of  which  is  hereto  attached  and  marked  "Exhibit  B, "  and  made  part 
hereof,  and  of  any  amendments  thereof,  certified  by  the  Chairman  of  the 
Advisory  Committee  to  the  Trust  Company  with  which  this  Deed  of  Trust 
is  deposited. 

No  Trustee  under  this  Deed  of  Trust  shall  be  liable  on  account  of  any 
funds  of  the  Association,  except  in  ease  loss  is  due  to  his  own  fraudulent 
or  willful  act  or  negligence. 

Sixteenth.  This  Trust  shall  continue  for  the  life  of  the  last  survivor 
of  the  parties  of  the  first  part  and  twenty-one  (21)  years  thereafter,  unless 
sooner   legally   terminated. 

Seventeenth.  The  fiscal  year  of  the  Association  shall  begin  with  the 
first  day  of  January  of  each  year,  and  at  the  close  of  each  fiscal  year  the 
accounts  of  the  Association  shall  be  audited  and  the  conditions  thereof 
reported  by  some  competent  person  or  persons  selected  for  that  purpose 
by  those  members  of  the  Advisory  Committee  chosen  by  the  members  of  the 
Association. 

Eighteenth.  Amendments  to  the  Eules  of  the  Association  may  be  pro- 
posed to  the  Advisory  Committee  at  an^  quarterly  meeting  by  any  member 
thereof;  but  such  amendments  shall  not  be  acted  upon  until  a  subsequent 
meeting,  and  shall  not  be  operative  unless  adopted  by  an  aflBrmative  vote 
of  two-thirds  of  all  members  of  the  Committee  and  duly  announced  by 
the  Manager,  and  any  amendment  so  adopted,  approved  and  announced 
shall  be  certified  by  the  Chairman  of  the  Advisory  Committee  and  filed 
with  the  Trust  Company  with  which  this  Deed  of  Trust  is  deposited,  and 
shall  be  binding  upon  the  members  of  the  Benefit  Association,  and  all 
persons  claiming  through  or  under  them  from  the  date  specified  in  the 
announcement  thereof.  Until  amended,  as  above  provided,  the  Eules  of 
said  Association  shall  be  as  appear  in  "Exhibit  B,"  hereto  attached. 

Nineteenth.  The  Advisory  Committee  shall  determine  the  requirements 
necessary  for  membership  in  the  Association,  and  until  otherwise  provided 
by  said  Committee  such  membership  shall  be  confined  to  employes  of  said 
Swift  &  Company;  and  the  said  Advisory  Conimittoe  may  divide  the  mem- 
bers of  the  Association  into  classes  for  the  purpose  of  determining  contri- 
butions and  benefits,  and  may  also  provide  for  the  transfer  of  a  member 
from  one  class  to  another,  and  may  also  fix  the  amount  of  contributions 


1602     CORPORATION  FORMS  AND  PRECEDENTS. 

required  of  members,  the  manner  of  collection  thereof,  and  the  amount 
of  benefits  to  be  paid,  and  make  all  other  necessary  provisions  for  the  con- 
duct of  the  business  of  the  Association  by  the  Manager  and  its  other 
officers. 

Twentieth.     The    said    parties    of    the    second    part    acknowledge    receipt 
of  contributions  by  parties  of  the  first  part  as  follows:    • 


Said  contributions,  together  with  all  other  contributions  and  receipts 
of  said  Association,  and  the  interest  thereon  and  increment  thereof,  are 
or  shall  be  deposited  with  said  Swift  &  Coivpany,  in  accordance  with 
the  provisions  of  the  agreement  hereinbefore  authorized  to  be  made 
by  and  between  parties  of  the  second  part,  and  said  Swift  &  Company. 

Twenty-first.  In  case,  for  any  reason,  it  shall  be  found  desirable  to 
make  any  change  in  this  Deed  of  Trust,  or  any  addition,  supplement  or 
amendment  thereto,  same  shall  be  made  only  after  having  been  proposed 
at  a  previous  quarterly  meeting  of  the  Advisory  Committee,  and  upon 
the  affirmative  vote  of  two-thirds  of  all  members  of  said  Committee,  and, 
after  the  same  has  been  ratified  by  the  Board  of  Directors  of  the  said 
Swift  &  Company,  shall  be  certified  by  the  Chairman  of  the  Advisory 
Committee  to  the  Trust  Company  with  which  this  Deed  of  Trust  is  deposited 
and  thereafter  shall  be  as  effective  as  if  originally  part  hereof. 

Twenty-second.  In  case,  for  any  reason,  it  should  be  necessary  tp  pro- 
vide for  the  custody  of  any  of  the  funds  of  the  Association,  other  than 
with  the  said  Swift  &  Company,  then  and  in  that  event  the  said  Trustees 
may  deposit  or  invest  the  same  in  such  safe  and  reliable  manner  and 
with  such  person  or  corporation  or  in  such  investment  as  they  shall  deter- 
mine to  be  in  the  best  interest  of  the  Association,  and  their  act  in  the 
premises  shall  be  sufficient  evidence  of  their  authority,  and  it  shall  not 
be  necessary  for  any  person^  dealing  with  them  to  look  beyond  this  Deed 
of  Trust  and  thp  other  papers  relating  to  the  Association  deposited  with 
the   Trust  Company  holding  this  Deed  of  Trust. 

Twenty-third.  It  is  the  intention  hereof,  and  this  Deed  of  Trust  is  exe- 
cuted on  the  express  understanding,  that  wherever  the  name  Swift  & 
Company  occurs  in  this  instrument  it  shall  also  be  held  to  include  the 
successor  or  successors  and  assign  or  assigns  of  said  Swift  &  Company, 
and  they  shall  be  substituted  for  said  Swift  &  Company,  as  occasion  may 
require,  with  like  force  and  effect,  to  all  intents  and  purposes,  as  if 
expressly  named  herein,  and  the  "Board  of  Directors"  of  said  Swift  & 
Company,  wherever  used  herein,  shall  likewise  be  held  to  include  the 
Board  of  Directors  of  the  successor  or  successors  and  assign  or  assigns  of 
said  Swift  &  Company. 

In  witness  whereof,  the  parties  hereto  have  hereunto  set  their  hands 
and  seals,  the  day  and  year  first  above  written. 

(Signatures   and   seals  omitted.) 

See  for  Kxliildt  "A"  referred  to  in  above  form,  Form  1878,  post,  and  for 
Exhibit  "B, "  Form  1876,  supra. 

See  notes  to  Forms  1880,  1881,  post. 


EMPLOYES'  BENEFIT  ASSOCIATIONS.  ]Cm 

Form  1878. 

TRUST  AGREEMENT  AS  TO  FUNDS  OF  EMPLOYES 
BENEFIT  ASSOCIATION. 

Tliis  af^rei'inent,  made  and  entered  into  liy  and  between   and 

,  as  Trustees  of  Swift  &  Company   Emjiloyes   Henefit   Association, 

under  a  Deed  of  Trust  dateil    ,  19 ,  parties  of  the  first  part, 

and  Swift  &  Company,  an  Illinois  corporation,  piirty  of  tlie  second  {'art, 
witnessetli: 

Whereas,  under  ami  by  virtue  of  tlie  said  Deed  of  Trust,  the  said 
parties  of  the  first  part  have  been  authorized  to  enter  into  an  agree- 
ment with  party  of  the  second  part,  relating  to  the  funds  of  said  Asso- 
ciation, a  copy  of  which  Deed  of  Trust  is  hereunto  attached,  marked 
"Exhibit   A,"  and  made  part  hereof,  and 

Whereas,  the  said  party  of  the  second  part  is  interested  in  furthering 
tlie  purposes  of  the  said  Association,  and  is  willing  to  accept  the  custody 
of  its  funds,  as  hereinafter  provided,  and  pay  interest  thereon  and  pro- 
vide for  its  expenses  and  guarantee  payment  of  its  benefits. 

Now,  therefore,  in  consideration  of  the  premises,  the  said  parties  agree 
and  bind  themselves  as  follows: 

(1)  Said  parties  of  the  first  part  hereby  authorize  and  request  party 
of  the  second  part  to  deduct  from  its  payrolls  out  of  wages  due  its  employes 
who  are  members  of  said  Association,  the  amounts,  from  time  to  time,  due 
from  said  members  for  the  purpose  of  making  contributions  required  to  be 
made  by  them  under  the  Eules  of  said  Association,  and  the  amounts  so 
collected  shall  be  held  by  party  of  the  second  part,  under  the  provisions 
of  this  agreement. 

(2)  Party  of  the  second  part  agrees  to  pay  out  of  such  funds  all 
benefits  required  to  be  paid  by  said  Association,  upon  order  of  the  said 
Trustees  or  the  Manager  of  said  Association. 

(3)  Party  of  the  second  part  also  agrees  to  allow  interest  at  such 
rate  as  shall  be  determined  by  the  parties  of  the  first  part,  with  the 
approval  of  the  Advisory  Committee,  and  until  otherwise  fixed  by  them 
at  the  rate  of  five  per  cent,  per  annum  on  all  monthly  balances  of  said 
Association,  and  also  to  provide  for  the  operating  expenses  of  said  Associa- 
tion, and  hereby  agrees  to  make  good  any  deficiency  in  the  funds  of  said 
Association  to  meet  its  obligations  to  members. 

(4)  Party  of  the  second  part  agrees  to  continue  the  pay  or  wages 
or  to  reimburse  all  members  of  the  Advisory  Committee  for  their  time 
while  engaged  in  business  of  the  Association,  or  traveling  to  or  from 
meetings  of  the  Advisory  Committee  of  the  Association,  and  their  expenses 
during  such  time  shall  be  included  in  the  operating  expenses  of  the 
Association,   which  the   party  of  the  second   part   agrees   herein  to  assume 

and  pay. 

This  agreement  shall  extend  to  and  be  binding  upon  the  successors 
and   assigns   of   the    respective   parties. 

Witness  the  hands  of  said  parties  of  the  first   part   and   the  said   party 


1604    CORPORATION  FORMS  AND  PRECEDENTS. 

of    the    second    part,    by    its    duly    authorized    President,    attested    by    its 
Secretary  and  corporate  seal,  the  first  day  of  July,  A.  D.  1907. 

(Names  of  Trustees  omitted.) 

[Seal  of  Company]  Swift  .&  Company, 

Attest:  By  Louis  F.  Swift,  President. 

D.  E.  Hartwell,  Secretary. 

See  also  Form  1877,  supra,  for  Exhibit  "A"  referred  to  in  above  form. 
See  Form  1876,  supra,  for  Eules  of  the  Association. 

Form  1879. 

SCHEDULE   OF   CONTRIBUTIONS   TO   EMPLOYES 
BENEFIT  ASSOCIATION. 

SWIFT  &  COMPANY  EMPLOYES  BENEFIT  ASSOCIATION. 

SCHEDULE   OF    CONTRIBUTIONS    FOR    MEMBEUS    UNDER    45~YEARS    OF   A(iE. 

Members  45  years  of  age  and  over  may  enter  on  this  schedule  if  they 
have  been  in  the  employ  of  Swift  &  Company  continuously  from  December 
31st,  1906,  to  date  of  entry  and  avail  themselves  of  this  privilege  on  or 
before   December   31st,   1907. 

'S  Total    loHB    of 

""         '^  Wppklvnp  Total  loss  of  siHht    of    both 

Weeklv  piiv  of  emplovep  governirg        o        g  ^;,?o,,t„n,i  Benefit  in  sight  of  one  e.v es,  or  loss  of 

highest  class  they  may  enter.  "  tiueui  an..      „ „,     „„  i.,„„  „f  K^fv,   k.,„,i„  „. 


$13.50  and  under. 


u 

c 

ident  and 
ifk  bene- 
fit. 

case  of 

eve  or  loss  of 

both  hands  at 

s 

5' 5  ■' 

death. 

one  hand   at 

wri.st,   or   both 

S| 

■2.2 

wrist  or  one 

fo^et  at  ankle, 

«;^ 

foot    at    an- 

or of  one  hand 

i?5 

?j: 

kle. 

and  one  toot. 

1 

so.  15 

$3.00 

$200.00 

S400.00 

$80000 

2 

.20 

3.00 

400.00 

400.00 

800,00 

3 

.30 

4.50 

6UO00 

(iOOOO 

1,200.00 

4 

.30 

(i.OO 

400.00 

400.00 

80O00 

5 

40 

0  00 

800.00 

800.00 

1,000.00 

G 

.50 

!).00 

800.00 

80O00 

1.60000 

7 

.75 

13.50 

1.200.00 

1.20O00 

2,40000 

8 

1.00 

18.00 

l.UOO.OO 

l.OOOOO 

3,200.00 

Over  813.50  and  not  over  .S18.00 
Over  SI8.00  and  not  over  H'M  00 
Over  S30  00 

Additional  death  benefits  (as  allowed  by  rules),  five  cents  per  week 
for  each  $200.00. 

-Members  who  have  left  the  service  and  contiibute  for  death  benefit 
only,  5  cents  per  week  for  each  $"J00.00. 

Weekly  accident  benefit  for  104  weeks  and  reasonable  bill  for  surgical 
attention. 

Weekly  sick  benefit  after  the  first  si.x  ((!)  working  days  for  52  weeks 
and  half-weekly  benefit  for  additional  52  weeks. 

SCHEDULE   OF    CONTRIBUTIONS    FOR    MEMBERS    45    YEARS    OF    AGE    AND   OVER    AS 

FOLLOWS  : 

Members  joining  between  the  ages  of  45  and  50  years — one  and  one- 
half  times  above  contributions. 

Members  joining  between  the  ages  of  50  and  55  years — one  and  four- 
fifth  times  above  contributions. 

Members  joining  between  the  ages  of  55  years  and  60  years — two  and 
three-tenths    times    above    contributions. 

Chicago,  July  1,  1907. 

See  Forms  1876-1878,  supra,  respectively,  for  Rules  of  the  Association, 
Deed  of  Trust  and  Trust  Agreement  of  Swift  &  Coitipany  Employes  Bene-" 
fit  Association. 

The  subject  of  industrial  insurance  has  for  many  years  been  the  subject 
of  legislation  in  Europe,  and  is  yearly  attracting  more  attention  in  Amer- 
ica.    For  a  complete  and  exhaustive  consideration  of  this  question,  see  the 


EMPLOYES'  BENEFIT  ASSOCIATIONS.         1605 

treatise  entitled  "Industrial  Insurance  in  the  United  States,"  by  Charles 
Bichinoiul  Henderson,  Esq.,  puJjlished  in  January,  1909,  in  which  is  con- 
tained a  summary  of  European  laws  in  order  to  indicate  the  various  ten- 
dencies of  thought  and  activity  in  this  field.  As  the  author  well  says 
in  the  Preface,  "Imitation  of  foreign  measures  is  impossible,  but  each 
scheme  may  suggest  a  new  starting  j)oint  for  American  legislation,"  and 
on  page  190  is  found  the  following  language:  "Before  the  railroads  under- 
took their  relief  dcpartinents  exiicriinciits  had  Ijeen  made  on  a  small  scale 
by  private  firms,  and  when  the  railroads  had  develojjed  their  plans  with 
manifest  advantage  the  employers  of  smaller  lUMnbers  of  men  in  turn 
enlarged  their  schemes  and  multiplied  their  number.  Meantime  the  size  of 
manufacturing  plants  has  rajiiJly  increased,  until  now  many  of  theirj  rival 
railroad  corporations  in  the  magnitude  of  their  enterprises  and  the  num- 
ber of  employees.  Some  of  the  corporations  also  reseiid>le  the  railroads  in 
their  i)rospects  of  permanence  without  regard  to  the  persons  who  own  their 
stocks  and  temporarily  control  their  policies.  This  condition  of  affairs  is 
favorable  to  the  introduction  of  plans  of  old-age  pensions,  and  esjieciallv 
of  sickness  and  accident  insurance.  During  the  years  19(15-8  there  has  been 
a  nuirked  increase  in  the  amount  of  attention  given  to  the  development  of 
such  schemes.  This  has  been  due  to  various  causes:  and,  first  of  all,  to 
the  examples  of  success  in  the  railroad  relief  departmt^nts.  Another  cause 
has  contributed  powerfully  to  this  tendency  and  will  continue  to  operate 
with  increasing  momentum  until  compulsory  insurance  makes  it  unneces 
sary.  That  cause  is  the  tightening  of  the  employers'  liability  laws  and  the 
strictness  and  even  rigor  with  which  they  are  interpreted  by  many  courts 
and  applied  in  individual  instances.  It  has  been  said  by  certain  judges  in 
high  i)laces  that  with  a  little  more  stringency  the  courts  will  practically 
make  the  law  of  negligence  a  compulsory  insurance  law,  for  the  fact  of 
accident  seems  to  carry  with  it  in  such  courts  a  presumption  of  negligence. 
The  juries  very  generally  act  on  this  presumption,  and  elective  judges, 
being  human,  are  inclined  to  lean  to  the  side  of  the  workmen,  whose  votes 
ate  necessary  to  elect  them.  This  tendency  has  received  further  momentum 
from  the  exposures  of  the  frightful  waste  of  life  due  to  industrial  acci- 
dents and  diseases  revealed  by  factory  inspectors,  reports  of  trade-unions, 
and  by  the  Inter-state  Commerce  Commission.  Public  opinion  has  been 
thoroughly  aroused  and  will  not  bear  much  more;  it  will  soon  demand  all 
the  protection  that  law  can  give  to  prevent  injury  and  to  compel  each 
industry  to  bear  its  own  costs.  The  exhil)its  of  dangerous  machinery, 
sweat-shop  evils,  and  tenement-house  life  in  various  cities  have  dee[)ened 
these  convictions  and  directed  public  attention  to  remedies.  The  exposi- 
tions of  the  German  government  at  Chicago  in  1893,  and  at  St.  Louis  in 
1904  have  had  their  share  in  educating  the  public  conscience  and  reveal- 
ing a  practicable  plan  for  mitigating  the  sufferings  incident  to  modern 
industry. ' ' 

The  plan  set  forth  in  Forms  1876-1879,  supra,  is  that  of  Swift  &  Com- 
pany, which  is  an  Illinois  corporation.  Several  other  plans  are  set  forth  in 
Mr.  Henderson's  treatise  which  he  states  have  been  drawn  up  by  actuaries, 
with  the  best  legal  and  business  advice. 

See  Form   1881,  post,  and  notes  thereunder. 


Form  1880. 

INDUSTRIAL   ACCIDENT   DEPARTMENT   OF   INTERNA- 
TIONAL HARVESTER  COMPANY  AND 
ASSOCIATED  COMPANIES. 

The  International  Harvester  Company,  International  Harvester  Company 
of  Canada,  Limited,  International  Flax  Twine  Company,  Wisconsin  Sreel 
Company,  Wisconsin  Lumber  Company,  Illinois  Northern  Railway,  Chicago, 
West  Pullman  &  Southern  Railroad  Company,  The  Owasco  River  Railway 


1606     CORPORATION  FORMS  AND  PRECEDENTS. 

and    Doering    Southwestern    Railway,    have    associated    themselves    in    the 
administration  of  an   Industrial  Accident  Department. 

1.       MEMBERSHIP. 

Employes  of  the  above  named  companies,  who  are  employed  in  the 
works,  twine  mills,  lumber  mills,  steel  mills,  mines,  and  on  the  railroads, 
are  entitled  to  the  benefits  of  this  jikin. 

2.      PURPOSE    OP    PL.\X. 

The  purpose  of  this  plan  is  to  insure  to  employes  at  the  worfis,  twine, 
steel  and  lumber  mills,  mines,  and  on  the  railroads,  prompt,  definite  and 
adequate  compensation  for  injuries  resulting  from  accidents  occurring  to 
them  while  engaged  in  the  performance  of  their  duties;  and  also  to  provide 
compensation  to  the  widow,  children  and  relatives,  who  may  be  dependent 
upon  any  employe,  whose  death  results  from  such  accident. 

The  benefits  provided  for  by  this  plan  will  be  paid  regardless  of  fegal 
liability  on  the  part  of  the  Company,  and  no  injured  employe  will  require 
legal  assistance  to  collect  the  money  to  which  he  is  entitled.  All  necessary 
blanks  and  information  will  be  furnished,  and  settlements  will  be  made  as 
far  as  possible  directly  with  the  person  entitled  to  receive    the  benefits. 

The  Company  will  make  an  earnest  effort  to  see  that  every  dollar  which 
becomes  due  under  this  plan  is  promptly  paid,  and  to  save  its  employes 
from  the  delays  and  expenses  of  litigation. 

3.       AMOUNT    OF  •COMPENSATION. 

The  Company,  without  any  contribution  from  the  employes,  under  tius 
plan  will  pay: 

In  case  of  deatli :  Three  years'  average  wages,  but  not  less  than 
$1,500  nor  more  than  $4,000. 

Tn  case  of  loss   of  hand,   foot   or   eye:      Special   benefits  as  hereinafter 

stated. 

In  case  of  other  injuries:  One-fourth  wages  during  the  first  30  days 
of  disability;  if  disability  continues  beyond  30  days,  one-half  wages 
during  the  continuance  thereof,  but  not  for  more  than  104  weeks  from  the 
date  of  the  accident.  Thereafter,  if  total  disability  continues,  a  pension 
will  be  paid. 

4.      CONTRIBUTION     BY     EMPLOYES. 

The  one-fourth  wages  paid  by  the  Company  during  the  first  thirty  days 
of  disability,  will  be  increased  to  half-wages  in  favor  of  employes  who 
make   the    following   contributions: 

Employes  earning  $50  a  month,  or  less,  six  cents  per  month;  more  than 
$50  and  not  more  than  $100,  eight  cents  per  month;  more  than  $100,  ten 
cents  per  month. 

It  is  estimated  that  these  contributions,  together  with  the  one-fourth 
wages  paid  by  the  Company,  will  be  sufficient  to  provide  half-pay  for  all 
injured  employes  during  the  first  thirty  days  of  disability.  If  experience 
shows  that  the  employes'  contributions  are  more  than  sufficient  for  this 
purpose,  then  the  employes'  contributions  will  be  reduced  accordingly. 

5.      PAYMENT     OF     CONTRIBUTIONS. 

Deductions  to  cover  the  employes'  contributions  for  benefits  during  the 
first  thirty  days  of  disability  under  this  plan,  will  (unless  the  employe  gives 


EMPLOYES'  BENEFIT  ASSOCIATION'S.         1G07 

to  the  Works  superintendent  or  Board  of  Management  written  notice  to 
the  contrary)  be  made  from  the  employes'  wages  on  regular  pay-days  on 
the  following  basis:  Employes  earning  $">U  or  less  per  month,  G  cents  per 
month;  earning  more  than  $50  and  not  more  than  $100  per  month,  8 
cents  per  month;  earning  more  than  $100  per  month,  10  cents  per  month. 

6.      CO-OPERATION     WITU    COMPANY. 

The  Company  earnestly  desires  the  co-operation  of  its  employes  in  the 
payment  of  benefits  for  the  first  thirty  days  of  disability,  because  it 
wishes  every  employe  to  assist  in  the  prevention  of  accidents.  The  Com- 
pany has  expended  large  sums  in  safe-guarding  machinery  and  in  an 
effort  to  protect  its  employes  from  injury,  but  without  the  active  co-opera- 
tion of  the  employes  many  accidents  cannot  be  avoided.  Under  this  plan 
the  Company  and  the  employes  equally  divide  the  payment  of  benefits 
during  the  first  thirty  days  of  disability,  and  thus  every  employe  becomes 
financially  interested  in  guarding  against  accidents  and  in  seeing  that  his 
fellow  workmen  are  equally  careful.  It  is  hoped  that  this  mutual  interest 
will  lead  to  active  co-operation  on  the  part  of  the  employes  and  that 
thereby  accidents  will  be  reduced  to  a  minimum. 

7.       MANAGEMENT. 

This  Department  will  be  managed  by  a  Board  of  Management  com- 
posed of  five  members  appointed  by  the  associated  companies. 
»  All  employes  necessary  to  conduct  this  Department  shall  be  appointed 
by  the  Board.  The  Board  may  arrange  to  have  the  benefits  paid  and  the 
necessary  medical  examinations  made  through  the  organization  of  the 
Employes'  Benefit  Association.  Should  this  be  done,  the  Employes'  Benefit 
Association  will  be  reimbursed  for  all  expenses  incident  to  the  work  of  this 
Departmant. 

8.      OPERATING     EXPENSE. 

All  expenses  of  this  Department  shall  be  paid  by  the  companies  associated 
in  the  administration  thereof.  No  part  of  the  contributions  from  employes 
shall  be  used  to  pay  expenses,  but  such  contributions  shall  be  used  solely 
to  pay  one-half  of  the  disability  benefits  for  the  first  30  days. 

9.      ANNUAL   REPORT. 

The  fiscal  year  of  the  Department  shall  be  the  calemlar  year.  A  detailed 
report,  including  all  receipts  and  disbursements,  shall  be  printed  annually, 
and  employes  may  procure  copies  thereof  on  application. 

10.       MEDICAL  EXAMINERS. 

The  medical  examiners  shall  be  appointed  by  the  Board  of  Management. 
In  every  case  of  injury  'they  shall  make  an  examination  of  the  injured 
employe;  shall  decide  when  an  employe  is  disabled,  and  when  able  to 
work;  and  shall  perform  such  other  duties  as  shall  be  required  of  them  by 
the  Board  of  ^Management. 

No  bills  for  medical  or  surgical  treatment  shall  be  paid  by  the  Com- 
pany unless  the  medical  examiner  or  the  Works  physician  finds  it  necessary 
to  provide  additional  or  different  medical  or  surgical  treatment,  or  to 
remove  the  patient  to  a  hospital  in  order  to  aid  prompt  recovery. 


1608    CORPORATION  FORMS  AND  PRECEDENTS. 

11.      DISABILITY    BENEFITS. 

Benefits  under  this  plan  will  be  paid  for  personal  injuries  to  employes 
caused  by  accidents  arising  out  of  and  in  the  course  of  their  employment 
at  the  -works,  twine,  lumber  and  steel  mUls,  mines,  and  on  the  railroads. 

(a)  For  each  working  day,  or  part  thereof,  during  the  continuance 
of  disability; 

During  the  first  30  days  of  disability  one-quarter  of  the  employe's 
average  daily  pay,  and  an  equal  amount  paid  out  of  the  fund  contributed 
by  the  employes,  if  the  injured  employe  is  a  contributor  to  such  fund; 

After  the  first  30  days,  half-pay  during  the  continuance  of  disability, 
but  not  for  more  than  104  weeks  from  the  date  of  the  accident. 

These  disability  benefits  shall  be  payable  every  two  weeks,  and,  in  no 
case,  shall  exceed  $20  a  week. 

(b)  An  employe  who  has  received  disability  benefits  under  this  plan 
for  a  period  of  104  weeks,  and  who  is  then  totally  disabled,  shall,  so  long 
as  his  total  disability  continues,  be  paid  an  annual  pension  equal  to 
8  per  cent,  of  the  death  benefit  which  would  have  been  payable  had  the 
accident  resulted  in  death.  Such  pension  shall  not  be  less  than  $10  per 
month,   and  shall  be   payable  monthly. 

(c)  Disability  benefits  shall  be  based  upon  the  average  daily  wages 
received  during  the  60  days  worked  preceding  the  accident.  If  the  injured 
employe  has  not  been  in  Ihe  Company's  employ  for  60  days  prior  to  the  acci- 
dent, then  upon  the  average  daily  wages  received  during  the  period  he  has 
worked. 

(d)  No  disability  benefits  shall  be  paid  unless  written  claim  therefor 
be  made  to  the  Board  of  Management  within  thirty  days  after  the  date 
of  the  accident. 

12.       SPECIAL    BENEFITS. 

Loss  of  feet  and  hands: 

(a)  If  the  injury  causes  the  immediate  severing  of,  or  (in  the  opinion 
of  the  medical  examiner  or  Works  physician)  necessitates  the  amputation 
of  a  hand  or  foot  at  or  above  the  wrist  or  ankle: 

One  and  one-half  years'  average  wages,  but  in  no  event  less  than  $500 
nor  more  than  $2,000; 

(b)  In  case  of  the  loss  of  both  hands  or  both  feet,  or  one  hand  and 
one    foot,    as    aforesaid: 

Four  years'  average  wages,  but  not  less  than  $2,000. 
Eyes: 

(a)  In  case  of  the  total  and  irrecoverable  loss  of  the,  sight  of  one 
eye: 

Three-fourths'  of  the  average  yearly  wages; 

(b)  In  case  of  the  total  and  irrecoverable  loss  of  the  sight  of  both 
eyes : 

Four  years'  average  wages,  but  not  less  than  $2,000. 

Payment   of   special   benefits: 

An  employe  receiving  special  benefits  shall  not  be  entitled  to  any  other 
benefits   except   as   hereinafter   stated: 

If  any  employe  entitled  to  special  benefits  dies  before  the  payment 
thereof,  no  special  benefits  shall  be  paid,  but  his  dependent  relatives  shall 
be  entitled  to  death  benefits  as  hereinafter  provided.     If  an  employe  who 


EMPLOYES'  BENEFIT  ASSOCIATIONS.  1009 

has  received  special  benefits  dies  as  the  result  of  the  injury  within  twelve 
months  from  the  date  thereof,  then  death  benefits  shall  be  paid,  but 
there  sliall  Ije  ilodufted  from  such  death  lieiiefits  all  huiiih  theretofore  paid 
as   special   benefits. 

No  special  benefits  shall  be  paid  on  the  basis  of  annual  wages  exceeding 
$2,000;   nor  unless  the  loss  of  foot,  hand  or  eye  shall  occur  within  twelve 
months  after  the  date  of  the  injury,  and  shall  be  the  direct  result  of  the 
injury,  nor  unless  written  claim  therefor  be  made  to  the  Board  of  Manage 
ment,  within  thirty  days  after  the  loss  of  the  hand,  foot  or  eye. 

13.      LUMP-SUM    SETTLEMENTS. 

In  case  of  serious  injur}',  where  the  emi)loye  desires  to  accept  a  lump 
sum  in  lieu  of  weekly  disability  benefits  and  pension,  the  Board  of  Man- 
agement has  authority  to  make  full  and  final  settlement  with  such  employe 
on  such  terms  as  may  be  agreed  upon  in  writing. 

14.       DEATH    BENEFITS. 

The  amount  of  compensation  for  death  resulting  from  accidental  injury 
arising  out  of  and  in  the  course  of  employment  shall  be: 

If  the  employe  leaves  a  widow,  child  or  children,  or  other  relatives, 
dependent  ujion  his  earnings  for  their  Hui)j)ort,  benefits  shall  be  paid  as 
follows: 

(a)  If  death  results  from  such  accident  before  the  expiration  of  16 
weeks  from  the  date  thereof: 

Three  years'  average  wages  (but  not  less  than  $1,500  nor  more  than 
$4,000). 

(b)  If  death  results  from  such  accident  between  the  end  of  the  sixteenth 
week  and  the  end  of  the  fifty-second  week  after  the  date  thereof: 

Two  years'  average  wages  (but  not  more  than  $3,000),  less  all  disability 
benefits  paid. 

If  the  employe  leave  no  widow,  children  or  other  relative,  dependent  upon 
him  for  their  support,  then  reasonable  hospital  and  medical  expenses,  and 
a  further  sum  for  burial  expenses  not  less  than  $75  nor  more  than  $100. 

All  death  benefits  shall  be  paid  to  the  administrator  or  e-Veeutor  of  the 
deceased  employe,  in  trust  for  the  widow,  children,  or  relatives,  who  were 
dependent. 

No  death  benefits  shall  be  paid  unless  death  result  within  fifty-two 
weeks  from  the  date  of  the  accident,  nor  unless  a  written  claim  therefor  shall 
be  filed  by  the  executor  or  administrator  of  the  deceased  employe  with 
the  Board  of  Management  within  three  months  after  the  employe's  death. 

15.       AVERAGE    YEARLY    WAtlES. 

"Average  yearly  wages"  as  used  herein  with  reference  to  special  and 
death  benefits  shall  be  computed  as  follows: 

The  employe 's  average  daily  wages  during  the  year  of  his  employ- 
ment preceding  the  date  of  the  accident  shall  be  multiplied  by  the 
number  of  working  days  in  that  year.  If  the  injured  employe  has  not  been 
employed  for  a  whole  year,  then  the  average  yearly  wages  shall  be  com- 
puted by  multiplying  such  employe's  average  daily  wages,  during  the 
time  he  has  boon  employed,  by  the  number  of  working  days  in  the  year 
preceding  the  date  of  the  accident. 


1610     CORPORATION  FORMS  AND  PRECEDENTS. 

J.6.       NOTICE    OF    ACCIDENT. 

To  entitle  an  injured  employe  to  benefits,  he  must  immediately  give 
notice,  or  cause  notice  to  be  given,  to  his  timekeeper,  of  the  time  and 
place  of  the  accident,  the  nature  and  cause  of  the  injury,  and  of  his 
residence  address,  and  must  submit  immediately  to  a  physical  examination 
by  the  medical  examiner  or  Works  physician,  or  other  physician  designated 
by  the  Company,  and  strictly  follow  the  directions  given  by  such  medical 
examiner  or  physician. 

The  payment  of  benefits  shall  cease  if  the  injureu  empioye  refuses  to  fol 
low  the  directions  of  the  medical  examiner,  Works  physician,  or  physician 
designated  by  the  Company,  and  shall  cease  when  the  medical  examiner  or 
Works  physician  reports  an  employe  who  has  been  injured  as  able  to 
work. 

17.      DISABILITY     DEFINED. 

The  word  "disability,"  whenever  used  in  this  plan,  means  inability  to 
work  at  any  gainful  occupation  whatsoever,  whether  of  the  kind  the 
employe  was  engaged  in  at  the  time  of  the  injury,  or  not. 

No  benefits  shall  be  paid  unless  the  injury  or  death  is  caused,  directly 
and  solely,  by  an  accident  arising  out  of  and  in  the  course  of  the  employ- 
ment. Benefits  shall  not  be  paid  for  any  injury  or  death  caused  by  acci- 
dent unless  there  shall  be  external  and  visible  marks  upon  the  body  of 
physical  injuries,  which,  in  ease  of  death,  must  have  been  sufficient  to  have 
caused  such  death.  Benefits  shall  not  be  paid  for  any  injury,  or  death 
resulting  from  or  caused,  directly  or  indirectly,  wholly  or  in  part,  by  the 
intoxication  or  partial  intoxication  of  the  employe,  or  by  his  failure  to 
use  the  safety  appliances  provided  by  the  Company,  or  by  his  gross  or 
wilful  misconduct. 

No  benefits  shall  be  paid  for  injuries  resulting  from  accidents  due  to 
causes  beyond  the  control  of  the  employer,  such  as  riots,  conflagrations, 
lightning,  cyclones,  hurricanes,  storms,  floods,  earthquakes,  or  any  acts 
of  God. 

18.      MEANING  OF  WORD  "company.  " 

The  word  '-'Company"  whenever  used  in  this  plan,  shall  mean  the  com- 
pany for  which  the  employe   is  working  when   injured. 

19.  ADJUSTMENT    OF    CLAIMS. 

The  decision  of  the  medical  examiner  or  Works  physician  as  to  the 
existence  and  duration  of  disability  shall,  subject  to  the  approval  of  the 
Board  of  Management,  be  binding  upon  all  employes.  The  decision  of  the 
Board  shall  be  final  in  regard  to  all  questions  arising  in  connection  with 
the  administration  of  the  Department  and  the  payment  of  benefits;  pro- 
vided, however,  that  any  employe  dissatisfied  with  the  decision  of  the 
Board  of  Management,  may  take  an  appeal,  in  writing,  to  the  Trustees 
of  the  Emjiloyes'  Benefit  Association.  Such  appeal  shall  be  taken  in  the 
same  manner,  and  upon  the  same  notice,  as  is  required  by  the  Eules  of 
the  Benefit  Association  in  the  case  of  appeals  from  the  decision  of  the 
Superintendent   of   said    Association   to   the   Trustees   thereof. 

20.  ACCEPTANCE    OF    BENEFITS. 

The  acceptance  of  any  of  the  benefits  herein  provided  shall  operate 
as    a    release    and    satisfaction   of    all    claims   against    the    Company,    and 


EMPLOYES'  BENEFIT  ASSOrTATTOXS.  m\l 

all  other  companies  associated  in  this  Department,  arising  out  of  the 
injury  or  death  for  which  such  benefits  are  paid.  All  persons  accepting 
benefits  shall  give  a  written  receipt  evidencing  such  release.  No  death 
benefits  shall  be  due  or  payable  unless  such  a  release  shall  have  been  duly 
executed  by  all  persons  who  might  legally  assert  any  claim  growing  out 
of  the  death  of  the  employe.  The  commencing  of  any  legal  action  what- 
soever against  any  of  the  companies  associated  in  this  Department  on 
account  of  such  injury,  by  the  employe,  or  in  the  event  of  his  death,  by 
his  executor,  administrator  or  personal  representatives,  shall  be  a  bar  to 
the  recovery  of  any  and  all  benefits  herein  provided;  but  in  such  event 
the  employe  shall  be  entitled  to  have  refunded  to  him  any  contributions 
paid  since  the  receipt  by  him  of  disability  benefits,  and  no  more. 

The  benefits  of  this  plan  are  offered  upon  the  express  condition  that  all 
the  rules  and  regulations  herein  contained  shall  be  faithfully  and  strictly 
obeyed  by  the  employes,  and  a  complete  compliance  with  each  and  all 
such  rules  and  regulations  shall  be  and  is  a  condition  precedent  to  the 
right  to  receive  any  benefits  whatsoever. 

21.      AMENDMENT    OF    PLAN. 

The  Company  reserves  the  right  to  change,  alter  or  modify  these  regu- 
lations at  any  time.  Notices  of  all  changes  shall  be  posted  at  the  works, 
mills,  mines  and  railroad  stations  at  least  thirty  days  prior  to  the  date 
the  same  become  effective.  Such  changes  shall  not  apply  to  cases  of 
injury  occurring  prior  to  the  date  when  the  change  becomes  effective. 


Note.  If  the  person  entitled  to  receive  death  benefits  so  desires,  the 
Company  will  pay  the  amount  of  death  benefits  in  monthly  instalments 
of  not  less  than  $20  each,  and  allow  4  per  cent,  interest  upon  all  unpaid 
balances. 

See  Forms  1876-1879,  supra,  and  notes  thereunder. 

See  Forms  1881,  post,  and  notes  thereunder. 

Form  1881. 

BENEFIT  ASSOCIATION 
PLAN  FOR  THE  EMPLOYES  OF  INTERNATIONAL 
HARVESTER  COMPANY  AND  SUBSIDIARY  COM- 
PANIES—ORGANIZED SEPT.  1,  1908. 

EMPLOYl'^S'    BENEFIT    ASSOCIATION. 
International  Harvester  Company. 

1.  OBJECT.  The  object  of  the  Benefit  Association  is  to  provide  its 
members  with  a  certain  income  when  sick,  or  when  disabled  by  accident, 
and  to  pay  to  their  families  certain  definite  sums  in  case  of  death;  to 
create  and  maintain  a  fund  which  shall  belong  to  the  employes,  be 
used  in  payment  of  benefits  to  them,  and  cost  them  the  least  money  possi- 
ble  considering  the   benefits   received. 

2.  OEGANIZATION.  International  Harvester  Company,  Inte-^na- 
tional  Harvester  Company  of  America,  and  subsidiary  companies,  have 
associated  themselves  with  such  of  their  employes  as  may  join  the  same 
in  the   fomintiou    of   this   Benefit    Association. 


1612     CORPORATION  FORMS  AND  PRECEDENTS. 

3.  The  Benefit  Association  is  in  the  executive  charge  of  a  Board  of 
Trustees  consisting  of  members  representing  the  plants  and  departments 
of  the  International  Harvester  Company,  the  International  Harvester  Com- 
pany of  America,  and  subsidiary  companies,   and   a  Superintendent. 

The  headquarters  of  the  Superintendent  will  be  at  the  general  office 
of  the   Company  in  Chicago. 

4.  In  these  regulations,  unless  otherwise  qualified,  the  titles  "Com- 
pany," '"President."  "General  Manager,"  and  "Board  of  Directors" 
will  be  understood  as  meaning  the  International  Harvester  Company,  the 
President,  General  Manager,  and  the  Board  of  Directors  of  that  Company. 
The  titles,  or  terms,  "Board  of  Trustees,"  "Superintendent,"  and  "Med- 
ical Examiner,"  will  be  understood  as  meaning  Board  of  Trustees,  Super- 
intendent, and  Medical  Examiner  of  the  Employes'  Benefit  Association. 
The  term  "Fund"  will  be  understood  as  applying  to  the  Employes'  Bene- 
fit Association. 

5.  The  Benefit  Fund  will  consist  of  contributions  from  members  of 
the  association,  income  or  profit  from  investments,  gifts  or  legacies  to 
the  Fund,  and  such  contributions  as  may  be  made  by  the  Company  from 
time  to  time. 

6.  COMPANY'S  CONTEIBUTION.  At  the  end  of ~ each  year,  if 
the  average  membership  in  the  Benefit  Association  during  that  year  has 
equalled  50  per  cent,  of  the  average  total  number  of  employes  in  the  Com- 
panies' manufacturing  plants,  the  Company  will  contribute  $25,000  to  the 
fund,  and  if  such  average  membership  has  equalled  75  per  cent,  of  such 
total  number  of  employes,  the  Company  will  contribute  $50,000  to  the 
fund.  The  Company  agrees  to  temporarily  advance  funds  when  neces- 
sary for  payments  of  benefits  at  due  dates;  to  guarantee  the  safety  of 
the  fund  and  to  pay  semi-annual  interest  on  the  average  balances  at 
four  per  cent. 

7.  HANDLING  OF  FUND.  The  contributions  from  the  Company 
shall  be  applied,  first,  toward  the  necessary  expenses  of  conducting  the 
Association.  Any  portion  of  the  Company's  contribution  remaining  after 
the  payment  of  such  expenses  shall  be  available  for  the  payment  of  bene- 
fits. The  contributions  from  the  members  shall  be  used  only  for  the  pay- 
ment of  benefits.  If  a  surplus  shall  accumulate  it  shall  remain  under 
the  control  of  the  members  of  the  Association  through  their  representatives 
on  the  Board  of  Trustees,  and  if  a  deficit  arises  the  Company  will  make 
temporary  advances  to  pay  the  same. 

8.  BOAED  OP  TRUSTEES.  There  shall  be  a  Board  of  Trustees  of 
thirty  members  to  be  chosen  annually  in  December,  to  serve  for  one  year 
from  the  first  day  of  January  next  succeeding  and  until  their  successors 
shall  take  office,  as  follows: 

One  half  shall  be  chosen  by  the  employes  who  are  members  of  the  Asso- 
ciation; one  representative  to  be  chosen  by  employes  from  each  "Works, 
including  the  Works  of  subsidiary  and  affiliated  companies  and  the  field 
force  of  the  Sales  and  Collection  Departments  of  the  International  Har- 
vester  Company   of  America. 

An  equal  number  shall  be  chosen  by  the  Board  of  Directors  of  the 
Company. 

The  President  shall  be  ex-officio,  a  member  and  chairman  of  the  Board 


EMPLOYES'  BENEFIT  ASSOCIATION'S.  1613 

of  Trustees,  and  entitled  to  vote.     He  shall  have  the  power  to  appoint   a 
temporary  chairman  to  serve  in  his  absence. 

The  number  of  Trustees  may  be  increaseil  or  decreased  after  the  first 
year  by  a  majority  vote  of  the  Trustees,  but  at  all  times  one-half  shall 
be  elected  by  the  employes  and  one-half  appointed  by  the  Company. 

(a)  QUORUM.  A  majority  of  the  Board  of  Trustees  shall  constitute 
a  quorum  for  the  transaction  of  business. 

(b)  ELECTION.  The  members  of  the  Board  of  Trustees  chosen  by 
the  members  of  the  Benefit  Association  shall  be  elected  by  ballot,  from 
the  respective  Works  or  Operating  Departments,  on  the  first  Monday  in 
December.  Each  member  of  the  Benefit  Association  shall  be  entitled  to 
cast  one  vote,  and  the  votes  shall  be  taken  and  certified  under  oath  by 
tellers  selected  by  the  Trustees. 

(c)  TRUSTEES  FOR  FIRST  QUARTER.  The  first  Board  of  Trus- 
tees to  serve  to  January  1,  1909,  shall  be  appointed  by  the  President  or 
General  Manager. 

(d)  TERMINATION  OF  MEMBERSHIP.  In  the  event  of  termina- 
tion of  service  of  any  member  of  the  Board  of  Trustees,  his  membership 
in  the  Board  shall  thereupon  terminate. 

(e)  VACANCIES.  Any  vacancy  among  the  members  of  the  Board  of 
Trustees  elected  by  the  employes  shall  be  filled  by  special  election  at 
the  same  Works  or  Operating  Department. 

Any  vacancy  among  the  members  chosen  by  the  Board  of  Directors 
shall  be  filled   by  appointment   of  the  President   or  General   Manager. 

(f)  SECRETARY.  The  Superintendent  of  the  Association  shall  be 
Secretary  of  the  Board.     He  shall  have  no  vote. 

(g)  DUTIES  OF  BOARD  OF  TRUSTEES.  The  Board  of  Trustees 
shall  appoint  and  have  general  supervision  over  the  Superintendent,  and 
of  the  operation  of  the  Association,  and  see  that  they  are  conducted  in 
accordance  with  its  regulations. 

(h)  MEETINGS.  Trustees  shall  hold  stated  meetings,  quarterly,  on 
Ihe  fourth  Thursday  of  January,  April,  July  and  October,  at  the  general 
office  of  the  Company,  Chicago,  and  shall  meet  at  other  times  at  the  call 
of  the  Chairman.  , 

(i)  SPECIAL  MEETINGS.  It  shall  be  the  duty  of  the  Chairman 
to  call  special  meetings  of  the  Trttstees  upon  the  written  request  of  seven 
of  its  members. 

(j)  TRAVELING  EXPENSES.  The  necessary  traveling  expenses  of 
Trustees,  actually  incurred,  and  pay  or  wages  of  such  members  for  time 
engaged  in  traveling  to  and  from  meetings  of  the  Board  ami  attending 
:  ame,  shall  be  paid  by  the  Company. 

9.  ANNUAL  REPORTS.  The  fiscal  year  of  the  Association  shall 
1  egin  with  the  first  day  of  January  of  each  year. 

The  first  fiscal  year  shall  be  from  September  1,  190S,  to  January  1,  1910 

The  condition  of  the  Fund  at  the  close  of  each  year  shall  be  audited 
and  reported  on  by  a  competent  person  or  persons  selected  for  that  pur- 
pose by  the   Trustees  elected  by  the  members   of   the   Association. 

A  detailed  report,  including  all  receipts  and  disbursements,  shall  be 
printed  annually,  and  members  may  procure  copies  on  application. 

The  books  shall  be  open  at  all  times  to  members. 


1614     CORPORATION  FORMS  AND  PRECEDENTS. 

10.  SUPEKINTENDENT.  The  Superintendent  of  the  Benefit  As- 
sociation shall  be  appointed  by  the  Trustees. 

Under  the  direction  of  the  Board,  he  shall  have  charge  of  all  business 
of  the  Association;  employ  necessary  clerks  and  other  assistants;  prescribe 
the  forms  and  blanks  to  be  used;  certify  all  bills  and  pay  rolls;  sign  all 
orders  for  payment  of  ben-efits;  furnish  to  the  Board  such  reports  as  they 
may  require,  and  decide  all  questions  properly  referred  to  him. 

He  shall  have  authority  to  appoint  physicians,  medical  examiners,  and 
visiting  nurses,  and  shall  have  general  supervision  of  all  medical  and 
surgical  affairs  of  the  Association. 

11.  MEDICAL  EXAMINEES.  Medical  Examiners  shall  make  required 
physical  examination  of  applicants  for  membership  in  the  Benefit  Associa- 
tion, prepare  applications,  report  the  condition  of  sick  or  injured  members, 
decide  when  members  are  disabled  and  when  they  are  able  to  work,  whether 
any  disability  shall  be  considered  a  relapse  or  original  disability,  and 
whether  cause  of  disability  shall  be  classed  as  due  to  sickness  or  accident, 
and  perform  such  other  duties  as  may  be  required  of  them  by  the  Superin- 
tendent. 

Medical  Examiners  of  the  Association  shall  in  each  case  make  an  ex- 
amination of  disabled  members  in  order  to  report  intelligently,  and  each 
member  must  choose  and  pay  for  his  attending  physician.  No  bills  for 
medical  or  surgical  attendance  are  paid  by  the  Association  unless  the 
Medical  Examiner  finds  it  necessary  to  provide  additional  or  different 
medical  or  surgical  treatment,  or  to  remove  patient  to  a  hospital  in  order 
to  make  possible  reasonably  prompt  recovery.  Bills  to  cover  such  cases 
will  be  paid  by  the  Association  after  proper  certification  by  the  Medical 
Examiner. 

12.  MEMBEESHIP.  (a)  All  employes  •  of  the  International  Har- 
vester Company,  International  Harvester  Company  of  America,  and  sub- 
sidiary companies  who  apply  for  membership  and  conform  to  the  regula- 
tions, shall  be  members  of  the  Association. 

From  and  after  May  1,  1910,  the  membership  shall  be  divided  into 
two  elapses  known  as  "Class  A"  and  "Class  B. "  This  division  is  neces- 
sary because  the  International  Harvester  Company  and  certain  other  com- 
panies have  established  an  Industrial  Accident  Department,  which  will 
provide  benefits  for  their  employes  working  at  the  manufacturing  plants 
and  mines,  and  on  railroads,  in  all  cases  of  injury  caused  by  accidents 
arising  out  of  and  in  the  course  of  their  employment. 

MEMBERS  OF  CLASS  A.  Class  A  shall  include  all  mem1)ers  not  em- 
ployed at  the  manufacturing  plants  or  mines,  and  all  others  not  entitled 
to  benefits  under  the  Industrial  Accident  Department  plan. 

Members  of  this  class  shall  be  entitled  to  receive  from  the  Benefit  Asso- 
ciation, benefits  for  sickness,  accident  and  death  occurring  whether  on  or 
off  duty,  but  no  benefits  under  the  Industrial  Accident  Department  plan. 

MEMBERS  OF  CLASS  B.  Class  B  shall  include  all  members  who  are 
employed  at  the  works,  twine  mills,  steel  mills  and  mines,  and  all  other 
members  who  are,  or  may  hereafter  become,  entitled  to  the  benefits  pro- 
vided by  the  Industrial  Accident  Department. 

Members  of  this  class  shall  be  entitled  to  receive  from  the  Benefit  Asso- 
ciation benefits  for  sickness,  injuries  and  deaths,  except  injuries  and 
deaths  resulting  from  accidents  arising  in  the  course  of  their  employment 


EMPLOYES'  BENEFIT  ASSOCIATION'S.  1615 

For  injuries  ov  deaths  resulting  from  acciilents  .-irisinj,'  in  the  course  of 
their  eni[)loyriic'nt,  iiieriil)ers  of  Class  B  shall  receive  benefits  as  provided 
by  the  Industrial  Accident   Department   plan. 

(b)  CLASSIFICATIOX  OF  MEMBERS.  On  May  1,  1910,  the  date 
when  the  plan  of  the  Industrial  Accident  Dejiartment  becomes  effective, 
all  the  then  members  of  the  Benefit  Association  shall  be  divided  by  the 
Superintendent  into  Class  A  and  Class  B,  and  thereupon  the  members 
assigned  to  each  class  shall  pay  the  contributions  and  be  entitled  to  the 
benefits  of  the  rea])ective  class  to  which  they  have  been  assigned. 

13.  ELIGIBILITY,  (a)  Any  employe  in  service  on  or  before  Sep- 
tember 20,  1908,  may  become  a  member  of  the  Association  without 
medical  examination  and  without  age  limit  at  any  time  prior  to  January 
1,   1909. 

(b)  Thereafter,  any  employe  not  over  forty-five  years  of  age  may, 
upon  passing  a  satisfactory  medical  examination  and  upon  approval  of 
his  application  by  the  Superintendent,  become  a  member. 

(c)  Further,  any  employe  over  forty-five  years  of  age  may,  upon 
passing  a  satisfactory  medical  examination,  and  upon  approval  of  his 
application  by  the  Superintendent,  become  a  member  under  the  same 
regulations,  except  that  the  death  benefits  in  such  cases  shall  be  only 
$100. 

14.  TEMPOEARY  LAY-OFF.  Any  member  who  is  temporarily  re- 
lieved from  service  for  a  period  not  exceeding  ninety  days  may  retain 
his  membership .  during  such  absence  by  paying  his  contributions  each 
month  in  advance,  the  amount  of  contributions  during  such  absence  to 
be   based   upon   previous   two   months'    average   contributions. 

15.  LEAVING  SERVICE.  When  a  member  resigns  from  the  service 
or  leaves  the  service  without  notice,  or  absents  himself  without  notice 
(unless  ho  afterwards  gives  reasons  satisfactory  to  the  Superintendent), 
or  is  discharged,  or  is  laid  off  for  a  period  longer  than  ninety  days,  his 
membership  in  the  Association  shall  terminate  with  his  employment,  and 
he  shall  not  thereafter  be  entitled  to  any  benefits  except  for  disability 
beginning  and  reported  before  such  termination  of  employment  and  con- 
•tinuing  without  interruption. 

Any  employe  leaving  the  service  who  has  been  a  member  of  the  Benefit 
Association  for  one  year,  or  who  was  a  member  of  the'  Association  Jan- 
uary 1,  1909,  and  has  been  in  the  service  five  years,  may  continue  his 
memlR^rship  in  respect  only  of  the  minimum  death  benefit  which  he  has 
held  during  the  last  year  of  employment,  or  of  any  smaller  amount,  upon 
making  supplementary  application  therefor  before  termination  of  em- 
ployment  or  within   five   days  thereafter. 

16.  REINSTATEMENTS.  Any  member  paying  contributions  in  ad- 
vance during  the  entire  period  of  his  temporary  leave  of  absence,  or  during 
the  entire  period  that  he  is  temporarily  relieved  from  service,  may  re- 
sume membership  without  a  medical  examination,  jirovided,  iowever,  that 
his  absence  does  not  exceed  ninety  consecutive  calendar  day 

If  any  mendier  contril>uting  for  death  benefits  only  is  re-employed,  he 
shall  resume  full  meml)er.ship  upon  passing  a  satisfactory  physical  exami- 
nation. 

17.  Al' PLICATION.  CLASS  A.  Membership  in  Class  A  shall  be 
based  upon  an  application  in  the  following  form: 


1616    CORPORATION  FORMS  AND  PRECEDENTS. 

APPLICATION    FOR    MEMBERSHIP     (CLASS    A)     IN    EMPLOYES'    BENEFIT    ASSOCIA- 
TIOX   OF   INTERNATIONAL   HARVESTER   COMPANY. 

General   or   Collection   Agency    Occupation    

Dept.  or  Works   Xationality    

Date   Entered   Service    

Check   jS'o 

To  the  Superintendent  of  Employes'  Benefit  Association   of  International 
Harvester   Company: 

I,    ,   being    years   of   age,   and   residing   at 

No Street,   in   the   City   of    ,   in   the   County   of 

,   and   State   of    ,   now   employed   by 

,    do    hereby    apply    for   membership    (Class 

A)  in  said  Employes'  Benefit  Association,  and  agree  to  be  bound  by  the 
regulations  of  said  Association,  a  copy  of  which  has  been  by  me  received, 
and  by  any  other  regulations  of  said  Benefit  Association  hereafter  adopted 
and  in  force  during  my  membership. 

1  al.^-o  agree,  request  and  direct  that  said  Company,  by  its  proper  agents, 
and  in  the  manner  provided  for  in  such  rules,  shall,  during  the  continu- 
ance of  my  employment,  apply  as  a  voluntary  contribution  from  any  wages 
earned  by  me  under  said  employment  one  and  three-quarters  (1%)  per 
cent,  of  my  wages,  for  the  purpose  of  securing  the  benefits  provided  in  the 
regulations  for  a  member  of  Class  A  of  said  Association. 

Unless  I  shall  hereafter  otherwise  designate  in  writing,  with  the  approval 
of  the  Superintendent  of  the  Benefit  Association,  death  benefits  shall  be 
payable  to  my  wife  (husband),  if  I  am  married  at  the  time  of  my  deaths 
or  if  I  have  no  wife  (husband)  living,  then  to  my  children,  collectively, 
each  to  be  entitled  to  an  equal  share,  including  as  entitled  to'the  parent's 
share  the  children  of  any  dead  child;  or,  if  there  be  no  children  or  chil- 
dren's children  living,   then   to    if  living,  and   if  not   living, 

to  my  father  and  mother  jointly,  or  the  survivor;  or  if  neither  be  living, 
then  to  my  next  of  kin,  payment  in  behalf  of  such  next  of  kin  to  be  made 
to  my  legal  representative;  or,  if  there  be  no  such  next  of  kin,  or  if  proper 
claim  is  not  inade  to  the  Superintendent  within  one  year  from  the  date  of 
my  death,  the  death  benefit  shall  lapse,  and  the  amount  thereof  shall  be- 
come and  remain  a  part  of  the  Benefit  Fund. 

I  also  agree,  for  myself  and  those  claiming  through  me,  to  be  governed 
by  the  regulations  providing  for  final  and  conclusive  settlement  of  all 
claims  for  benefits,  or  controversies  of  whatever  nature,  by  reference  to  the 
Superintendent  of  the  Benefit  Association,  and  an  appeal  from  his  decision 
to  the  Board  of  Trustees. 

I  also  agree  that  any  untrue  or  fraudulent  statement  made  by  me  to  the 
Medical  Examiner,  or  any  concealment  of  facts  in  this  application,  or  any 
attempt  on  my  part  to  defraud  or  impose  upon  said  Benefit  Association,  or 
my  resigning  from  or  leaving  the  service  of  said  International  Harvester 
Company,  International  Harvester  Company  of  America,  or  subsidiary 
company,  or  my  being  relieved  or  discharged  therefrom,  shall  forfeit  my 
membership  in  the  said  Benefit  Association,  and  all  rights,  benefits  and 
equities  arising  therefrom,  except  that  such  termination  of  my  employment 
shall  not  (in  the  absence  of  the  other  foregoing  causes  of  forfeiture) 
deprive  me  of  any  benefits  to  the  payment  of  which  I  may  be  entitled  by 
reason  of  disability  beginning  and  reported  before  and  continuing  without 
interruption  to  and  after  such  termination  of  my  employment,  nor  of  the 
right  to  continue  my  membership  in  respect  to  death  benefit  only,  as 
provided   in   sai  1   rules. 

I  certify  that  I  am  correct  and  temperate  in  my  habits;  that,  so  far  as 
I  know,  I  am  now  in  good  health,  and  have  no  injury  or  disease,  constitu- 
tional or  otherwise,  except  as  shown  in  the  accompanying  statement  made 
by  me  to  the  Medical  Examiner,  which  statement  shall  constitute  a  part  of 
this  application. 

In  witness  whereof,  I  have  signed  my  name  hereto  at 

in    the   County    of    ,    State    of    this 

day  of  ,  A.  D.  19.  ... ;  the  member- 


EMPLOYES'  BEXEFTT  ASROr'TATIOXS.  1017 

ship   issued   tinder   this  a{)j)lication  to  take  efTect  on  such   date  as    may  be 
designated   by  said   .Superintendent. 


Signature  of  Ap[dieant. 

Witness    

The   foregoing  application  is  approved  at  the  office  of  the  Superintend- 
ent   of   the    Employes'    Benefit    Association,    International    Harvester    Com- 

panv,    at   Chicago,   Illinois,    this    day    of    , 

A.  b.   19 


Superintendent  of  Employes'  Benefit  Association. 

Class  B.  Membershij)  in  Class  B  shall  l)e  Itased  u|Km  an  application 
the  same  as  that  ahov*'  proscril)ed  for  Mieiidershi|>  in  ('l.-iss  A,  <'xc('pt  that 
wherever  the  words  "Class  A"  occur,  the  words  "Class  B"  shall  be  sub- 
stituted; and  in  the  third  paragraph,  instead  of  the  words  "one  and  three- 
quarters  per  cent."  there  shall  be  inserted  the  words  "one  and  one-half 
per  cent. ' ' 

SPECIAL  APPLICATIONS.  A  member  of  "Class  B,"  who  is  un- 
married and  has  no  relatives  dependent  u{)on  him,  may,  by  making  a  spe- 
cial application  in  a  form  prescribed  by  the  Superintendent  and  by  con- 
tributing an  additional  one-quarter  of  one  per  cent,  of  his  wages,  entitle 
the  beneficiary  named  in  his  original  application  to  receive  from  the 
Benefit  Association,  accident  death  benefits  (two  years'  average  wages) 
in  case  his  death  is  due  to  accident  while  on  duty. 

Should  such  member  thereafter  marry  or  have  relatives  dependent  upon 
him,  so  that  benefits  for  death  caused  by  accident  while  on  duty  would 
be  payable  by  the  Industrial  Accident  Department,  then  he  shall  imme- 
diately notify  the  Chief  Timekeeper  where  such  member  is  employed,  and 
shall  cease  paying  the  additional  one-quarter  of  one  per  cent.  If  such  mem- 
ber fails  to  give  such  notice  and  afterwards  dies  from  injuries  received 
while  on  duty,  the  death  benefit  shall  nort  be  paid  by  the  Benefit  Association, 
but  shall  be  paid  by  the  Industrial  Accident  Department  in  accordance  with 
its  rules.  In  no  event  shall  benefits  be  paid  by  the  Benefit  Association 
for  injury  or  death  due  to  accident  while  on  duty,  when  the  member  is 
entitled  to  benefits  therefor  from  the  Industrial  Accident  Department. 

All  memberships  shall  take  effect  on  the  date  when  designated  by  the 
Superintendent,   and   a   Certificate  of  Membership   shall   be   issued. 

NOTE. — For  employes  who  are  not  required  to  pass  a  medical  exami- 
nation upon  application,  part  of  clause  (a)  and  part  of  clause  (b)  in 
section  13  referring  to  medical  examination  will  be  waived, 

18.  PHYSICAL  DEFECTS.  If  any  applicant  for  membership  has 
physical  defects  which  would  prevent  the  approval  of  his  application  if 
presented  unconditionally,  his  application  may  nevertheless  be  approved; 
provided  that  he  execute  an  agreement  in  writing,  satisfactory  to  the  Super- 
intendent, to  the  effect  that  he  shall  not  be  entitled  under  his  mendiership 
to  any  benefits  for  disability  caused  by,  arising  from,  or  growing  out  of 
such  defects;  such  agreement  to  be  attached  to  and  made  a  part  of  said 
application,  and  such  modification  of  the  prescribed  forms  of  applica- 
tion is  hereby  authorized. 

19.  CONTRIBUTIONS.  The  word  "Contribution"  wherever  used  in 
these  rules  shall  be  held  and  construed  to  mean  such  designated  portion  of 
the  wages  payable  by  the  Company  to  an  employe  as  he  shall  have  agreed 
in  his  application  that  the  Company  shall  apply  for  the  purpose  of  secur- 
ing to  him  the  benefits  of  the  Benefit  Association,  or  such  cash  payments 
as  it   mav  be  necessary  for  a   member  to  make  for  said  purpose. 


1618    CORPORATION  FORMS  AND  PRECEDENTS. 

20.  CONTRIBUTIONS  FEOM  WAGES— DUE  DATES.  Coiitiiliutions 
for  anv  mouth  will  be  due  on  the  1st  and  15th  of  that  month,  and  will 
ordinarily  be  deducted  from  the  member's  wages  due  on  those  dates,  or 
on  regular  pay  days  at  such  Works. 

The  contributions  from  members  of  Class  A  shall  be  one  and  three- 
quarters  per  cent,  of  the  wages  received. 

The  contributions  from  members  of  ClaPS  B  shall  be  one  and  one-half 
per  cent,  of  the  wages  received. 

NOTE. — In  addition  members  of  Class  B  shall  contribute  to  the  In- 
dustrial Accident  Department  as  follows:  Members  earning  .'p50  or  less, 
6  cents  per  month;  members  earning  more  than  if;50  and  not  more 
than  $100,  8  cents  per  month;  members  earning  more  than  $100  per  month, 
10  cents  per  month. 

If  any  member 's  contribution  is  omitted  from  the  pay-roll  through  error, 
the  fact  that  such  deduction  has  not  been  made  shall  not  debar  him  or 
his  beneficiary  from  benefits  to  which  they  would  otherwise  be  entitled, 
and  contributions  shall  be  deducted  from  the  next  payroll. 

Deductions  will  be  made  at  the  same  rate  which  the  member  is  pay- 
ing to  cover  absences  not  exceeding  seven   days. 

21.  CASH  PAYMENT  OF  CONTRIBUTIONS.  When  a  member  has 
no  wages  on  the  pay-roll,  any  contributions  due  from  him  nuist  be  paid 
in  cash,  in  advance,  to  the  Superintendent.  If  contributions  are  not  paid 
in  advance,  the  membership  will  be  canceled  by  the  Superintendent.  Fail- 
ure to  pay  in  advance,  however,  does  not  prevent  a  member  from  resum- 
ing his  membership,  as  outlined  in  Section  24. 

22.  AMOUNT  OF  CONTRIBUTIONS  FOR  DEATH  BENEFIT  ONLY. 
Members  who  have  left  the  service  of  the  Company  and  retain  their 
membership  for  death  benefits,  as"  herein  provided,  shall  contribute  ten 
cents  per  mouth,  in  advance,  for  each  one  hundred  dollars  of  death  bene- 
fit, on  the  basis  of  last  year's  salary,  but  not  on  more  than  $2,000. 

All  contributions  for  death  benefits  only  shall  be  paid  in  cash,  in  ad- 
vance, to  the  Superintendent. 

Should  the  payment  of  contributions  for  death  benefits  only  be  in  ar- 
rears for  a  period  exceeding  seven  calendar  days,  the  membership  shall 
cease   and  determine,   and  the   member  can   in   no   way  be  reinstated. 

23.  CONTRIBUTIONS  DURING  DISABILITY.  Members  shall  not 
make  contributions  for  any  time  when  declared  disabled  by  the  Medical 
Examiner  except  as  provided  in  the  regulations.  When  full  wages  are 
paid  the  usual  contribution  shall  be  made. 

24.  RENEWING  MEMBERSHIP.  Any  member  who  has  allowed  his 
membership  to  lapse  or  terminate  by  failure  to  pay  his  contributions  in 
advance  during  temporary  leave  of  absence,  or  during  a  period  while 
temj»orarily  relieved  from  service,  may  be  reinstated  to  full  membership 
without  a  medical  examination  and  without  paying  contributions  for  the 
period  of  such  absence,  provided  such  absence  does  not  exceed  sixty  calen- 
dar days. 

No  benefits  of  any  nature  whatsoever  shall  be  paid  for  disability  occur- 
ring or  sickness  contracted  during  the  period  a  member  failed  to  pay 
contributions  in  advance. 

2.'5.  MAXIMUM  BENEFITS.  No  member  shall  ])e  allowed  to  contrib- 
ute or  receive  benefits  on  the  basis  of  more  than  $2,000  annual  compensa- 


EMPliOTh.'s^  J^TlyTE't'l'i   ,.o.^T7rTATIOXS^  1G19 

tion,  but  if  his  salary  exceeds  saiil  uinoiint,  bis  coiitni.uiiDiis  ami   Ijeiiofits 
shall  be  calculated  on  said  sum. 

26.  BKXIOFITS.  The  following  benefits  shall  be  paid  to  Mieinbers 
or  beneficiaries  entitled  thereto,  in  accordance  with  the  provisions  of 
the  regulations. 

27.  SICKNESS  BENEFITS,  (a)  Payment  for  each  working  day, 
e-xcept  for  the  first  seven  days  of  disability  classed  as  due  to  sickness,  for 
a  period  not  longer  than  fifty-two  weeks,  at  one-half  of  member's  aver- 
age wages  on  the  basis  of  the  last  sixty  days  worked.  A  relapse  shall 
constitute   part  of  the   disability   in   computing   term   of   disability. 

Any  member  who  has  received  sickness  disability  benefits  continuously 
for  a  period  of  fifty-two  weeks,  as  provided  in  Section  27,  shall  be  en- 
titled to  no  further  benefits  of  any  nature  whatsoever,  and  his  member- 
ship shall  cease,  unless  it  is  continued  for  death  benefits  only,  as  provided 
in  Section  lo.  If  after  recovery  said  member  resumes  active  work  with 
the  Company,  he  shall  be  considered  by  the  Association  as  a  new  employe 
and  shall  be  subject  to  all  conditions  of  Section   13. 

(b)  ESTABLISHING  CLAIMS  FOR  SICKNESS  BENEFITS.  To  es- 
tablish a  claim  for  sickness  benefits  there  must  be  positive  evidence  of 
acute  or  constitutional  disease  sufficient  to  cause  disal)ility. 

(c)  CAUSES  OF  DISABILITY  WHICH  SHALL  BE  CLASSED  AS 
DUE  TO  SICKNESS.  Disability  resulting  from  infection  of  a  cut, 
abrasion,  scratch,  puncture,  or  other  wound,  or  from  any  injury,  not  im- 
mediately disabling,  and  not  reported  at  the  time  of  the  occurrence  of  the 
accident  causing  the  injury,  or  from  poison,  however  taken  into  or  acting 
upon  the  body,  or  from  any  overdose  of  medicine  or  drug  taken  by  mistake, 
or  from  surgical  ojieration  necessary  for  the  removal  of  some  defect  which 
would  otherwise  probably  produce  disability,  or  from  sunstroke,  or  frost- 
bite, shall  be  classed  as  due  to  sickness. 

(d)  PREGNANCY.  Benefits  for  disability  due  to  pregnancy  shall  be 
limited  to  three  months  and  said  benefits  shall  be  paid  in  a  lump  sum, 
provided  in  all  cases,  however,  claimant  shall  have  been  a  member  of  the 
Benefit  Association  for  nine  months. 

28.  ACCIDENT  BENEFITS,  (a)  Payment  for  each  working  day 
or  part  of  working  day  during  disability  classed  as  due  to  accident  for  a 
period  not  longer  than  fifty-two  weeks,  one-half  of  the  member's  average 
pay  on  the  basis  of  the  last  sixty  days  worked. 

Accident  benefits  provided  for  in  this  paragraph  are  payable  to  the 
members  of  Class  A  for  accidents  occurring  either  on  or  oflF  duty.  To 
members  of  Class  B  these  benefits  will  be  paid  only  for  accidents,  occur- 
ring while  off  duty.  Accidents  to  members  of  Class  B,  occurring  in  the 
course  of  their  employment,  are  ]irovided  for  by  the  Industrial  Accident 
Department  plan. 

(b)  ESTABLISHING  CLAIMS  FOR  ACCIDENT  BENEFITS.  To 
establish  a  claim  for  accident  benefits  the  accident  must  be  reported  im- 
mediately upon  its  occurrence,  and  there  must  be  external,  positive  and 
visible  evidence  of  physical  injury  by  accident  sufficient  to  cause,  imme- 
diate disaliility.  In  cases  of  alleged  sprain,  strain,  wrench,  and  the  like, 
where  physical  proof  of  disabling  injury  is  lacking,  the  member  must  fur- 
nish substantial  history,  satisfactory  to  the  Superintendent,  of  violence 
accidentally  inflicted  sufficient  and  liable  to  cause  disabling  injury,  other- 
wise accident  benefits  will  not  be  allowed. 


1620    CORPORATION  FORMS  AND  PRECEDENTS. 

29.  BENEFITS  AFTER  TERMINATION  OF  SERVICE.  A  mem- 
ber entitleil  to  benefits  for  time  after  termination  of  service  shall  not  be 
entitled  to  benefits  on  account  of  sickness  beginning  or  injury  occurring 
during  such  time,  nor  on  account  of  death  occurring  in  such  time,  unless 
directly  due  to  the  sickness  and  injury  and  occurring  during  the  dis- 
ability existing  at  the  time  of  such  termination  of  service,  or  unless  he 
continue  his  membership  in  respect  to  death  benefit  only,  in  accordance 
with  the  foregoing. 

SPECIAL  BENEFITS  IN  CASE  OF  SERIOUS  ACCIDENT.  30.  (a) 
FEET  AND  HANDS.  If  a  member  receives  accidental  injuries  producing 
the  immediate  severing  of,  or  necessitating,  in  the  opinion  of  a  Medical 
Examiner  of  the  Association,  the  amputation  of  a  hand  or  foot  at  or 
above  the  wrist  or  ankle,  he  shall  receive  a  total  amount  equal  to  one 
year 's  average  wages. 

In  case  of  loss  of  both  hands  or  both  feet,  or  of  one  hand  and  one 
foot,  he  shall  receive  twice  the  above  benefits,  or  a  total  amount  equivalent 
to  two  years'  average  wages. 

(b)  EYES.  If  a  member  receives  accidental  injuries  resulting  in  the 
total  and  irrecoverable  loss  of  sight  of  one  eye,  he  shall  receive  a  total 
amount  equal  to  one-half  his  average  yearly  wage. 

For  the  total  and  irrecoverable  loss  of  the  sight  of  both  eyes  he  shall 
receive  the  total  amount  of  two  years'  average  wages. 

31.  The  special  benefits  provided  by  Section  30  are  payable  to  the 
members  of  Class  A  for  accidents  occurring  while  the  member  is  either 
on  or  off  duty.  To  the  members  of  Class  B  these  benefits  will  be  paid 
only  for  accidents  occurring  while  off  duty.  All  accidents  to  members  of 
Class  B,  occurring  in  the  course  of  their  employment,  are  provided  for 
by  the  Industrial  Accident  Department  Plan. 

32.  LUMP  SETTLEMENTS.  In  case  of  any  grave  injury  or  chronic 
sickness  where  the  member  desires  to  accept  a  lump  sum  in  lieu  of  the 
benefits  which  might  become  due  to  him  or  on  his  account,  and  in  full 
of  all  obligations  of  the  Benefit  Association  arising  from  his  membership, 
the  Superintendent  shall  have  authority  to  make  full  and  final  settlement 
with  such  member  on  such  terms  as  may  be  agreed  upon  in  writing.  All 
such  settlements  shall  be  reported  to  the  Board  of  Trustees  at  its  next 
meeting. 

33.  LIMITATIONS.  No  member  shall  be  entitled  to  disability  benefits 
from  the  Association  and  a  pension  from  the  Company  at  the  same  time, 
but   he   may   retain   his   membership   for   death   benefit   without    regard   to 

pension. 

No  member  shall  be  entitled  to  receive  benefits  for  sickness  and  accident 
disability  at  the  same  time. 

34.  RELAPSE.  In  case  of  relapse  in  sickness  disability  occurring 
within  two  weeks,  or  a  succession  of  sickness  disability  upon  an  accident, 
which  lasted  one  week  or  more,  the  first  seven  days  shall  not  be  deducted 
in  computing  time  of  sick  benefits;  and  where  such  immediately  preced- 
ing accident  disability  lasted  six  days  or  less,  the  number  of  days  to  be 
deducted  shall  be  seven,  less  the  number  of  days  of  such  accident  dis- 
ability. 

35.  PAYMENTS.     Benefits  on  account   of  continued  disability  will  be 

paid  semi-monthly. 


EMPLOYES'  BENEFIT  ASSOCIATIONS.  1G21 

Benefits  for  short  periods  of  disability  will  bo  paid  as  soon  as  the 
amount  can  be  determined. 

Benefits  shall  be  paid  only  to  the  disabled  member,  or  in  accordance 
with  his  written  order,  when  approved  by  the  Superintendent,  or  tu  his 
legal   representative." 

Benefits  shall  be  paid  in  conformity  with  the  financial  methods  of  the 
Company  on  orders  drawn  by  the  Superintendent,  upon  his  receiving  such 
documents  respecting  cdaims  as  may  be  required  by  him. 

DEATH     BENEFITS. 

3G.  DEATH  FROM  SICKNESS.  Payment  in  case  of  death,  classed  as 
due  to  sickness,  of  an  amount  ecjual  to  one  year's  average  wages. 

37.  DEATH  FROM  ACCIDENT,  (a)  Payment  in  case  cf  death 
caused  directly  and  solely  by  accident,  independent  of  all  other  causes, 
an  amount  equivalent  to  two  years'  average  wages. 

(b)  Accident  benefits  shall  not  extend  to  any  death  caused  by  an 
accident  unless  there  shall  be  external  and  visible  marks  upon  the  body 
of  physical  injuries  sufficient  to  cause  death  (death  due  to  other  causes 
shall  be  classed  as  due  to  sickness)  ;  nor  to  any  accidental  death  resulting 
from  or  caused  directly  or  indirectly,  wholly  or  in  i)art,  by  fits  of  any  kind, 
epilepsy  or  vertigo,  somnambulism,  strangulated  hernia  or  from  operation 
of  hernia,  or  poison  (however  taken  into  or  acting  upon  the  body),  or  any 
overdose  of  medicine  or  drug  taken  by  mistake,  or  any  form  of  gas,  nor 
to  accidental  death  resulting  from  reckless  or  unnecessary  exposure  to 
tlanger,  nor  to  death  by  suicide,  whether  the  member  was  sane  or  insane. 

NOTE. — When  a  member  of  Class  A  dies  as  a  result  of  accident,  death 
benefits  will  be  paid  whether  death  was  due  to  an  accident  occurring  on 
or  off  duty. 

In  the  case  of  a  member  of  Class  B,  death  benefits  will  be  paid  only 
for  death  caused  by  an  accident  occurring  while  off  duty.  Death  benefits 
for  accidents  occurring  in  the  course  of  employment  will  be  paid  the 
dependent  widow,  children,  or  relatives,  of  the  deceased  employe,  by  the 
Industrial  Accident  Department,  provided,  however,  that  if  a  member 
of  Class  B  is  unmarried  and  has  no  relatives  dependent  upon  him,  and  has 
complied  with  the  portion  of  Section  17  having  reference  to  "Special 
Application,"  then  death  benefits  for  accidents  occurring  while  on  duty 
will  be  paid  to  the  beneficiary  designated  by  him  in  his  original  appli- 
cation, but  in  such  cases  no  death  benefits  shall  be  paid  by  the  Industrial 
Accident  Department. 

38.  ESTABLISHING  CLAIMS  FOR  DEATH  BENEFITS.  Claims 
for  death  benefits  must  be  made  within  sixty  days  after  the  death  of 
member. 

39.  PAYMENT  OF  DEATH  BENEFITS.  Death  benefits,  together 
with  any  unpaid  disability  benefit,  shall  be  payable  to  the  beneficiary  of 
a  deceased  member  upon  proof  of  claim. 

A  part  of  the  death  benefit  (not  to  exceed  one  hundred  dollars)  may, 
at  the  discretion  of  the  Superintendent,  be  paid  before  final  .settlement, 
to  meet  funeral  or  other  urgent  expenses  incident  to  the  death  of  a 
member. 

40.  SUICIDE.  If  a  member  commits  suicide  before  the  end  of  the  first 
year  of  his  membership  the  beneficiary  shall  receive  in  full  satisfaction  of  all 
claims  only  such  amount  as  the  member  has  contributed  for  death  benefits. 


1622    COKPORxVTlON  FORMS  AND  PRECEDENTS. 

41.  DISABILITY.  Wherever  the  word  "  Disnbility "  is  used  in 
these  regulations,  it  shall  be  held  to  mean  physical  inability  to  work,  by 
reason  of  sickness  or  accidental  injury,  and  the  word  "Disabled"  shall 
apply  to  members  thus  physically  unable  to  work. 

42.  THE  DECISION  as  to  when  members  are  disabled  and  when  they 
are  able  to,  work  shall  rest  with  the  Medical  Examiner  of  the  Association, 
and  his  decision  shall  be  final  and  binding  upon  the  member,  subject  to 
the  provisions  of  the  regulations. 

43.  NOTIFICATION.  When  a  Works  member  Itecomes  disabled,  he 
shall  notify  his  timekeeper  immediately  or  cause  him  to  be  notified;  other 
employes  shall  notify  their  superior  officers.  In  reporting  disability,  the 
member  shall  give  his  house  address.  If  he  fails  to  give  notice  until  he 
recovers,  he  shall  not  be  entitled  to  benefits  unless  he  proves  his  disability 
to  the  satisfaction  of  the  Superintendent  and  gives  satisfactory  reason 
for  failure  to  give  notice.  If  he  gives  notice  during  disability,  but  delays 
in  so  doing,  he  shall  not  be  considered  disabled  before  the  day  on  which 
notice  is  given,  unless  he  proves  his  disability  before  that  day  to  the  satis- 
faction of  the  Superintendent  and  gives  satisfactory  reasons  for  delay 
in  giving  notice. 

If  a  member  becomes  disabled  when  away  from  home,  whether  on  busi- 
ness for  his  employer  or  on  leave  of  absence,  he  shall  not  be  entitled  to 
benefits  unless  he  reports  his  disability  immediately  and  proves  it  to  the 
satisfaction  of  the  Superintendent.  . 

44.  EEPORTS.  When  a  member  becomes  disabled,  he  shall  also,  un- 
less unable  on  account  of  his  disability,  report  immediately  to  the  Med- 
ical Examiner  at  his  office  during  business  hours.  A  disabled  member  not 
confined  to  the  house  by  his  disability  shall  also  report  at  the  Medical 
Examiner's  office  from  time  to  time  as  requested,  and  keep  any  other 
appointments  made  by  the  Examiner.  Members  who  avoid  the  Medical 
Examiner  or  neglect  to  report  or  keep  appointments  shall  not  be  entitled 
to  benefits. 

If  a  member  who  has  been  reported  as  able  to  work  by  the  Medical  Ex- 
aminer is  not  able  to  work  on  the  day  set,  he  shall  immediately  notify 
his  timekeeper,  and  the  Medical  Examiner,  and  report  to  the  latter  in 
person  if  possible;  otherwise  he  shall  not  be  considered  disabled  after  the 
day  set  for  his  return  to  work. 

45.  ABSENCE.  When  a  disabled  member  wishes  to  leave  home,  he 
shall  obtain  from  the  Medical  Examiner  written  approval  of  absence  for 
a  specific  time,  shall  furnish  him  satisfactory  proof  of  disability,  while 
absent,  and  report  immediately  to  him  on  his  return,  otherwise  he  shall 
not  receive  benefits  while  absent. 

46.  NO  BENEFITS  WHEN  DISABILITY  IS  DUE  TO  INTOXICA- 
TION, ETC.  No  disability  benefits,  special  benefits,  or  lump  sum  settle- 
ment shall  be  paid  for  disability  directly,  indirectly,  or  partly  due  to 
intoxication,  or  the  use  of  alcoholic  liquors  as  a  beverage,  or  to  immoderate 
use  of  stimulants  or  narcotics,  or  to  unlawful  acts  or  immoralities,  or  to 
venereal  diseases,  however  contracted,  or  to  the  results  thereof,  or  to 
urethritis,  orchitis,  epididymitis,  stricture  or  glandular  swelling  or  abscess 
in  the  groin,  however  caused,  or  to  fighting,  unless  in  self-defense  against 
unprovoked   assault,    or   to    other   encounter,    such   as    wrestling,    scuffling, 


EMPLOYES'  BENEFIT  ASSOCIATIONS.  1C23 

fooling,  and  the  like,  or  to  injury  received  in  any  brawl,  or  in  any  liquor 
saloon,  gandiliug  house  or  other  disreputable  resort. 

During  such  disability  coming  under  this  rule,  a  member  may  con- 
tribute for  and   be  entitled   to  Death  Beuefita   only. 

47.  E.\AML\ATIOX.  Members  shall  not  be  entitled  to  benefits  if 
they  decline  to  permit  the  Medical  Examiner  to  make  or  have  made  by  any 
other  physician  such  examination  as  he  may  deem  necessary  to  ascertain 
their   condition  when   claiming  disability. 

Disabled  members  must  take  proper  care  of  themselves  and  have  proper 
treatment.  Benefits  will  be  discontinued  to  members  who  refuse  or  neg- 
lect to  follow   the   recommendations  of  the   Medical   Examiner. 

48.  COXTKOVEKSY— EVIDENCE.  In  any  controversy,  claim,  de- 
mand, suit-in-law,  or  other  proceeding  between  any  member,  his  benefic- 
iary or  legal  re[)resentative,  and  the  Benefit  Association,  the  certificate 
of  the  Superintendent  as  to  any  facts  appearing  in  the  records  of  tlu' 
Benefit  Association,  or  of  International  Harvester  Company,  Internation:;! 
Harvester  Company  of  America,  or  subsidiary  company,  or  that  any  writ 
ing  is  a  copy  taken  from  said  records,  or  of  any  instrument  on  file  in  said 
Benefit  Association,  or  with  International  Harvester  Company,  Interna 
tional  Harvester  Company  of  America,  or  subsidiary  company,  or  that  any 
action  has  or  has  not  been  taken  by  the  Board  of  Trustees,  or  the  Board 
of  Directors,  shall  be  i>rima  facie  evidence  of  the  facts  therein  certified. 

49.  APPEAL.  All  questions  or  controversies  of  whatsoever  character, 
arising  in  any  manner,  or  between  any  parties  or  persons,  in  connection 
with  the  Benefit  Association  or  the  operation  thereof,  whether  as  to  any 
claim  for  benefits  preferred  by  any  member  or  his  legal  representative 
or  his  beneficiary,  or  any  other  person,  or  whether  as  to  the  construc- 
tion of  language  or  meaning  of  the  rules,  or  as  to  any  writing,  decision, 
instructions  or  acts  in  connection  with  the  operation  of  the  Benefit  Asso- 
ciation, shall  be  submitted  within  sixty  (60)  days  of  the  time  of  the  de- 
cision from  which  an  appeal  is  taken,  to  the  Superintendent,  whose  de- 
cision shall  be  final  and  conclusive,  unless  an  appeal  in  writing  from  such 
decision  shall  be  taken  to  the  Board  of  Trustees  within  thirty  (30)  days 
after  notice  of  such  decision  to  the  parties  interested. 

50.  HEARING.  When  an  appeal  is  taken  to  the  Board  of  Trustees 
it  shall  be  heard  by  the  Trustees  without  further  notice  at  their  next 
stated  meeting,  or  at  such  future  meeting  or  time  as  they  may  designate, 
and  shall  be  determined  by  a  vote  of  the  majority  of  the  members  present 
at  such  meeting,  and  the  decision  of  the  Trustees  shall  be  final  and  con- 
clusive upon  all  parties,  witnout  exception  or  appeal. 

Provided,  however,  that  if  the  appellant  when  taking  the  appeal  shall 
give  written  notice  to  the  Superintendent  that  he  desires  to  be  heard  upon 
such  appeal  he  shall  have  the  right  to  be  so  heard  before  a  committee  con- 
sisting of  three  members  of  the  Board  of  Trustees  to  be  appointed  by  the 
Chairman. 

It  shall  be  the  duty  of  such  committee  within  ten  days  after  the 
notice  of  the  api^lication  for  the  hearing  is  received  by  the  Superin- 
tendent to  give  the  appellant  not  less  than  ten  days'  notice  in  writing 
of  the  time  and  place  of  the  hearing. 

At  such  hearing  the  appellant  may  appear  in  person,  or  by  repre- 
sentative, and  produce  written  and  oral  testimony  and  argue  his  case. 


1624     CORPORATlOxN  FORMS  AND  PRECEDENTS. 

Tlie  committee  shall,  withiu  a  reasonable  time  after  the  date  of  the 
lieariiig,  make  its  recommeiulatiou,  which  shall  be  determined  by  a 
majority  vote,  and  the  recommendation  reported  to  the  Superintendent 
for  transmission  to  the  Board  of  Trustees  at  its  next  meeting  for  final 
decision. 

Should  the  appellant  fail  to  appear  before  the  said  committee  in  per- 
son or  by  representative,  the  committee  shall  so  report  to  the  Superin- 
tendent, and  he  shall  present  the  appeal  to  the  Board  of  Trustees  in  the 
regular  manner  at  its  next  meeting  for  final  decision. 

51.  AMENDMENTS.  Amendments  to  the  regulations  of  the  Benefit 
Association  may  be  proposed  to  the  Trustees  at  any  quarterly  meeting 
by  any  member  of  the  Board.  Amendments  so  proposed  may  be  acted 
upon  only  at  a  subsequent  meeting,  except  by  unanimous  consent. 

No  amendment  shall  be  operative  unless  adopted  by  the  affirmative 
vote  of  two-thirds  of  all  the  Trustees. 

Any  amendment  so  adopted  shall  be  binding  upon  the  Company,  and 
the  members  of  the  Benefit  Association,  and  all  persons  claiming  through 
them,  from  the  date  specified  in  the  announcement  thereof. 
See   Forms   1875-1879,  supra,  and  notes  thereunder. 

See  for  form  of  agreement  for  Mutual  Benefit  Association  of  The  Stude- 
baker  Bros.  Mfg.  Co.,  Henderson  on  Industrial  Associations,  pp.  410, 
et  seq. 

For  Agreement  of  Uniteil  Traction  Employees'  Mutual  Aid  Association, 
see  Henderson  on  Industrial  Associations,  pp.  345,  et  seq. 

For  Constitution  and  By-Laws  of  The  Scottdale  Iron  and  Steel  Workers 
Beneficial  Association,  of  Scottdale,  Pa.,  see  Henderson  on  Industrial  Asso- 
ciations, pp.  402,  et  seq. 

See  for  employes'  benefit  associations  and  rights  arising  therefrom.  Day 
V.  Atlantic,  etc'^E.  Co.,  179  Fed.  26;  Macomber  v.  Proctor,  22  Pa.  Super. 
Ct.  483 ;  McNevin  v.  Solvay  Process  Co.,  167  N.  Y.  530,  affirming  53  N.  Y. 
Supp.  98,  32  App.  Div.  610;  Johnson  v.  Pennsylvania  R.  Co.,  55  N.  Y.  Supp. 
1050,  reversed  60  N.  Y.  Supp.  129;  Beck  v.  Pennsylvania  R.  Co.,  63  N.  J. 
L.  232,  76  Am.  St.  Eep.  211;  Kane  v.  Chicago,  B.  &  Q.  R.  Co.,  132  N.  W. 
(Neb.)  920;  Harrison  v.  Ala.  Midland  Ry.  Co.,  144  Ala.  246;  Maine  v. 
Chicago,  B.  &  Q.  R.  Co.,  109  Iowa  260;  State  v.  Pittsburg,  C.  C.  &  St.  L. 
Ry.  Co.,  68  Ohio  St.  9,  64  L.  R.  A.  405,  96  Am.  St.  Rep.  635;  Nelson  v. 
Atlantic  Coast  Line  R.  Co.  (N.  C),  72  S.  E.  998;  Reese  v.  Pennsylvania  R. 
Co.,  233  Pa.  363;  Barden  v.  Atlantic  Coast  Line  Ry.  Co.,  152  N.  C.  318; 
Coliazzi  v.   Pennsylvania  R.   Co.,   143   N.   Y.   App.   Div.   638. 

See  for  acceptance  of  benefits  operating  as  a  release  and  satisfaction  of 
all  claims  against  the  corporation  arising  out  of  the  injury  for  which 
such  benefits  are  paid,  Reese  v.  Pennsylvania  R.  Co.,  233  Pa.  363;  Clinton  v. 
Chicago,  B.  &  Q.  R.  Co.,  60  Neb.  692;  O'Reilly  v.  Pennsylvania  R.  Co.,  79 
N.  J.  L.  828;  Jack  v.  Pennsylvania  R.  Co.,  43  Pa.  Super.  Ct.  337;  Chicago, 
B.  &  Q.  R.  Co.  V.  Miller,  76  Fed.  439;  Hamilton  v.  St.  Louis,  K.  &  N.  W. 
R  Co.  118  Fed.  92;  Petty  v.  Brunswick  &  W.  R.  Co.,  115  Ga.  8.53;  Eck- 
man  v!  Chicago,  B.  &  Q.  R.  Co.,  169  111  312,  38  L.  R.  A.  750;  Pittsburg, 
etc.,  Rv.  Co.  V.  Cox,  55  Ohio  St.  497,  35  L.  R.  A.  507;  Pittsburg,  etc.,  Ry. 
Co.  V.  Montgomery,  152  Ind.  1,  71  Am.  St.  Rej).  301;  Johnson  v.  Charles- 
ton, etc.,  Ry.  Co.,  55  S.  C.  152,  44  L.  R.  A.  645;  Fivey  v.  Pennsylvania  R. 
Co.,  67  N.  J.  L.  627,  91  Am.  St.  Rep.  445;  Oyster  v.  Chicago,  B.  &  Q.  R. 
Co.'  65  Neb.  789,  59  L.  R.  A.  291;  Pennsylvania  R.  Co.  v.  Chapman,  220 
111.  428;  Pittsburg,  etc.,  R.  Co.  v.  Elwood,  25  Ind.  App.  671;  Maine  v. 
Chicago,  B.  &  Q.  R.  Co.,  109  Iowa  260;  Chicago,  B.  &  Q.  R.  Co.  v.  Curtis, 
51  Neb.  442,  66  Am.  St.  Rep.  456;  Bait.  &  0.  R.  Co.  v.  Ray,  30  Ind.  App. 
430;  Dover  v.  Miss.,  etc.,  Ry.  Co.,  100  Mo.  App.  330;  King  v.  Atlantic 
Coast  Line  R.  Co.  (N.  C),  72  S.  E.  801;  Wachsnuith  v.  Atlantic  Coast  Line 
R.  Co.  fN.  C),  72  S.  E.  813;  Reese  v.  Pennsylvania  R.  Co.,  229  Pa.  340 j 
Twaits  V.  Pennsylvania  E.  Co.,  75  Atl.  (N.  J.  Ch.)   1010. 


EMPLOYES'  BENEFIT  ASSOCIATIONS.  1625 

See  for  effect  of  Federal  Employers'  liability  act  (Act  Cong,  of  April 
22,  1908,  §5)  upon  stipulations  making  acceptance  of  benefits  on  account 
of  injury  or  death  equivalent  to  a  release  of  liability,  Phila.,  etc.,  K.  Co.  v. 
Schubert,  224  U.  S.  GO.'J,  56  L.  Ed.  911;  Atlantic,  etc.,  li.  Co.  v.  Finn,  195 
Fed.  685;  \Va.shington  v.  Atlantic,  etc.,  R.  Co.,  136  Ga.  638. 

Form  1882. 

PENSION    SYSTEM    OF    INTERNATIONAL    HARVESTER 

COMPANY  AND   SUBSIDIARY   COMPANIES. 

The  lioard  ul'  Directors  after  careful  consideration  of  the  subject 
and  an  examination  of  the  various  pension  systems  now  in  operation, 
have  approved  the  following  plan  as  the  best  and  most  liberal  for 
employes  who  by  long  and  faithful  service  have  earned  an  honorable 
retirement. 

The  Directors  establish  this  Pension  Fund  as  an  evidence  of  their 
appreciation  of  the  fidelity,  efficiency  and  loyalty  of  the  employes. 

In  tiie  administration  of  this  pension  system  are  associate<l  Inter- 
national Harvester  Company,  International  Harvester  Company  of 
America,  and  subsidiary  companies. 

PENSION  BO.\RD. 

1.  ADMINISTRATION'.  The  administration  of  the  pension  fund  shall 
be  in  charge  of  a  Pension  Board  consisting  of  five  members  who  shall  all  be 
officers  or  employes  of  this  Company  or  of  affiliated  or  subsidiary  companies, 
and  shall  be  appointed,  annually  by  the  Board  of  Directors  of  this  Com- 
pany, to  serve  for  one  year  and  until  their  successors  are  appointed  and  shall 
qualify. 

2.  OFFICERS.  The  Pension  Board  shall  elect  a  Chairman  and  a 
Secretary  from  among  its  members,  and  the  Treasurer  of  this  Company 
shall  be  ex-officio  Treasurer  of  the  Fund.  The  Board  may  make  and 
enforce  rules  for  the  efficient  administration  of  the  pension  fund,  sub- 
ject to  the  approval  of  the  Board  of  Directors.  The  Pension  Board 
shall  control  the  payment  of  pension  allowances  under  the  rules  herein- 
after stated. 

3.  QUORUM.  A  majority  of  the  Pension  Board  shall  constitute  a 
quorum  for  all  purposes. 

4.  REPRESENTATION.  The  members  of  the  Board  shall  be  so 
chosen  that  the  principal  departments  of  the  business  shaii  have  repre- 
sentation. 

5.  PENSION  FUND.  The  Treasurer  of  the  Company  shall  be  the 
custodian  and  Treasurer  of  the  fund,  and  additions  shall  be  made  to 
said  fund  yearly  or  from  time  to  time  according  to  the  aggregate  pen- 
sion allowances  and  the  amount  available  in  the  pension  fund  for 
payment  of  the  same.  Should  the  aggregate  pension  allowances  exceed 
$100,000  in  any  one  year,  then  unless  the  Board  of  Directors  increases 
the  yearly  amount  usable  for  pensions,  a  new  rate  shall  be  established 
proportionately   reducing  all   allowances. 

Payments  from  this  fund  shall  only  be  made  in  accordance  with  and 
by  direction  of  the  Pension  Board. 

6.  ELIGIBILITY.  The  Pension  Board  may  authorize  the  payment 
of  a  pension  to  any  retired  employe  on  the  following  basis: 

(a)      All   employes   of   this   Company   and   of  subsidiary   and   affiliated 


1626    CORPORATION  FORMS  AND  PRECEDENTS. 

companies,  engaged  in  any  capacity,  are  eligible  to  pensions  as  herein- 
after stated. 

(b)  All  male  employes  who  shall  have  reached  the  age  of  sixty-five 
years  and  have  been  twenty  or  more  years  in  the  service,  may,  at  their 
own  request,  or  at  the  discretion  of  the  Pension  Board,  be  retired  from 
active  service  and  become  eligible  to  a  pension. 

(c)  All  male  employes  who  have  been  twentv  or  more  years  in  the 
service  shall  be  retired  at  the  age  of  seventy  years  on  the  first  day  of 
the  calendar  month  following  that  in  which  they  shall  have  attained 
said  age,  unless  at  the  discretion  of  the  Pension  Board  some  later  date 
be  fixed  for  such  retirement.  Persons  occupying  executive  positions 
are  exempt  from  maximum  age  limit. 

(d)  All  female  employes  who  shall  have  reached  the  age  of  fifty 
years  and  have  been  twenty  or  more  years  in  the  service,  may  at  their 
own  request,  or  at  the  discretion  of  the  Pension  Board,  be  retired  from 
active  service  and  become  eligible  to  a  pension. 

(e)  All  female  employes  shall  be  retired  at  the  age  of  sixty  years 
on  the  first  day  of  the  calendar  month  following  that  in  which  they 
shall  have  attained  said  age,  unless  at  the  discretion  of  the  Pension 
Board  a  later  date  be  fixed  for  such  retirement.  Persons  occupying 
executive  positions  are  exempt  from  maximum  age  limit. 

7.  DEFINITIONS.  The  terms  "service"  and  "in  the  service" 
apply  to  all  employes  of  the  International  Harvester  Company,  or  of 
any  affiliated  or  subsidiary  companies  which  are  now  or  may  hereafter 
be  owned  or  controlled  by  it,  and  of  the  International  Harvester  Com- 
pany of  America,  who  have  received  a  stated  and  regular  compensa- 
tion from  any  of  said  companies.  The  term  of  service  shall  be  reckoned 
from  the  date  of  commencing  with  the  original  company  whose  prop- 
erty and  business  shall  have  become  those  of  the  International  Har- 
vester Company,  or  any  subsidiary  companies,  or  of  the  International 
Harvester  Company  of  America. 

8.  TEMPORARY  ABSENCE.  A  temporary  layoff  on  account  of 
illness  or  of  reduction  of  force  is  not  to  be  considered  as- a  break  in  the 
continuity   of   service,   but   when   such   absence   exceeds   six   consecutive 

■•months  it  shall  be  deducted  in  computing  the  length  of  active  service. 

9.  LEAVING  SERVICE.  If  a  person,  after  leaving  the  service  for 
more  than  two  years,  shall  be  re-employed,  he  shall  be  considered  in 
his  relation  to  the  pension  system  as  a  new  employe. 

PENSION    ALLOWANCES   AND   CONDITIONS. 

10.  AMOUNT.  The  sums  which  the  Board  of  Pensions  may  authorize  to 
be  paid  monthly  to  employes  retired  at  the  age  limit  shall  be  as  follorws: 
For  each  year  of  active  service  an  allowance  of  one  per  cent,  of  the  average 
annual  pay  during  the  ten  years  next  preceding  retirement;  but  no 
pension  shall  exceed  $100  per  month,  or  be  less  than  $18  per  month. 

11.  PAYMENT,  (a)  Pension  allowances  shall  be  paid  on  the  first 
of  each  month  from  the  date  of  retirement  until  the  death  of  employe. 

(b)  At  the  discretion  of  the  Pension  Board  these  allowances  may  be 
continued   to   widows   and   orphans   of   a   pensioner   for   a   limited    period. 

(c)  Pension  allowances  shall  be  non-assignable,  and  an  attempted 
transfer  or  pledge  of  the  same  shall  not  be  recognized  by  the  Pension 
Board  and  may  in  its  discretion  work  a  forfeiture  thereof. 


E.MPLOYKS'  JiEXEFlT  ASSOCIATIONS.  1627 

(d)  Pension  allowances  may  be  suspended  or  terminated  by  the 
Pension  Board  in  cases  of  gross  misconduct,  or  of  any  violation  of  the 
Rules,  or,  at  its  iliscretion,  may  be  j)aid  to  some  member  of  the  family. 

(e)  The  acceptance  of  the  pension  shall  not  debar  any  retired  employe 
from  enf,'a^nng  in  any  other  business  which  in  the  judgment  of  the 
Pension  Board  is  not  prejudicial  to  the  interests  of  this  Company  or  of 
any  aflSliated  or  subsidiary  company,  but  he  cannot  re-enter  service. 

(f)  No  payments  for  pensions  shall  be  approved  by  the  Pension 
Board  until  payments  from  any  relief  fund  operated  by  this  Company, 
or  any  aflSliated  or  subsidiary  company,  shall  cease. 

12.  PENSION— now  CO.MPUTED.  The  amount  of  pension  granted 
on  account  of  advanced  age  will  depend,  as  before  stated,  on  two  con- 
ditions: the  number  of  years  the  person  has  served  the  Company,  and 
the  amount  of  his  average  wages  per  year  for  the  ten  years  next  pre- 
ceding retirement.  Thus,  for  illustration,  if  the  average  pay  per  year 
for  the  last  ten  years  of  active  service  equals  $600.00,  and  if  the  service 
has  been  continuous  for  twenty-five  years,  the  pension  would  be  twenty- 
five  (25%)  per  cent,  of  $600.00,  or  $150.00  per  year,  or  $12.50  per 
month.  Since  the  minimum  pension  has  been  fixed  at  $18.00  per  month, 
then  to  this  regular  percentage  $5.50  would  be  added,  making  the  mini- 
mum sum  of  $18.00. 

In  special  cases  where  the  term  of  service  is  less  than  twenty  years, 
the  pension  and  the  amount  of  same,  if  any,  will  be  determined  solely 
at  the  discretion  of  the  Board  of  Pensions. 

Department  heads  are  expected  to  keep  informed  of  the  whereabouts 
and  physical  condition  of  former  employes  receiving  pensions,  and  are 
required  to  advise  the  Secretary  of  the  Board  of  Pensions  of  the  death 
of  the  pensioner,  and  of  any  otlier  circumstances  which  would  affect  his 
monthly  payment. 

A  physical  examination  by  a  Company  surgeon,  or  in  case  of  female 
employes,  by  a  surgeon  approved  by  the  Board  of  Pensions,  will  be 
required  of  employes  who  wish  to  be  retired  on  a  pension  allowance 
because   of  incapacity. 

13.  HOW  TO  SECURE  A  PENSION.  An  employe  wishing  to  apply 
for  a  pension  should  first  take  up  the  subject  with  the  Superintendent  at 
the  works  where  he  is  employed,  or  the  head  of  the  department  in 
which  he.  is  serving,  or  with  a  member  of  the  Pension  Board.  A  form 
will  then  be  furnished,  which  must  be  filled  out  and  signed,  giving  the 
necessary  information  concerning  the  applicant's  age,  length  of  service 
and  wages.  This  formal  application  must  be  signed  by  the  Works 
Superintendent,  or  head  of  department  employing  applicant,  and  then 
sent  to  the  Secretary  of  the  Pension  Board  at  his  office. 

U.  NO  CONTRACTUAL  RIGHTS  CONFERRED.  Neither  the 
establishment  of  this  system  nor  the  granting  of  a  pension,  nor  any 
other  action  now  or  hereafter  taken  by  the  Pension  Board,  or  by  the 
Oflicers  of  this  Company,  shall  be  held  or  construed  as  creating  a  con- 
tract, or  giving  to  any  officer,  agent  or  employe  a  right  to  be  retained 
in  the  service,  or  any  right  to  any  pension  allowance,  and  the  Company 
expressly  reserves,  unaffected  hereby,  its  rights  to  discharge  without 
liability,  other  than  for  salary  or  wages  due  and  unpaid,  any  employe, 
whenever  the  interests  of  the  Company  may  in  its  judgment  so  require. 


CHAPTER  XXXI. 

SPECIAL  MEETINGS  OF  STOCK- 
HOLDERS. 

Form  1883. 

WAIVER  OF  NOTICE  OF  MEETING  OF  STOCKHOLDERS 
FOR  GENERAL  PURPOSES. 

The  undersigned,  being  all  the  stockholders  of Company, 

a    corporation    created    and    organized    under    the    laws    of   the    state    of 

,  hereby  assent  and  agree  that  a  meeting  of  the 

stockholders  of  said  corporation  shall  be  held  at   on  the 

day   of    ,  at    ....    o'clock   in  the    noon,  for 

the  purpose  of  (here  state  the  purpose),  and  the  transaction  of  other 
business.  We  do  hereby  waive  notice  and  the  publication  of  notice  of 
such  meeting,  and  agree  that  any  business  transacted  at  such  meeting 
shall  be  as  valid  and  effective  as  though  held  after  notice  duly  given 
and    published. 

Witness,  our  signatures  and  seals: 


(The  waiver  of  notice  should  be  signed  by  all  the  stockholders  and 
entered  on  the  minutes  of  the  meeting  held  pursuant  to  it,  and  the 
original  carefully  preserved.  All  stockholders  need  not  sign  the  same 
waiver;   each  one  may  sign  a  different  one  if  more  convewient.) 

See  as  to  waiver  of  notice  of  stockholders'  meetings,  Cook  on  Corpora- 
tions, §  599 ;  Clark  &  M.,  Corp.,  §  647. 

For  other  forms  of  waiver  of  notice  of  meetings,  see  Forms  173  and  176, 
1139-1141,  1145,  supra,  1919,  post.  Consult  also  Index,  iJost,  title.  Waiver 
OF  Notice. 

See  as  to  validity  of  meetings  where  notice  is  waived.  Gray  v.  Blooming- 
ton  &  N.  Ey.  Co.,  120  111.  App.  159. 

See  as  to  effect  of  all  stockholders  being  present  at  meeting,  where  no 
notice  is  given  as  required  by  statute  or  by-laws.  In  re  Mathiason  Mfg. 
Co.,  122  Mo.  App.  437. 

See  as  to  effect  of  appearing  at  stockholders'  meeting  in  person  or  by 
proxy  dispensing  with  notice  of  meeting,  Wright  v.  Tacoma  Gas  &. Electric 
Light  Co.,  53   Wash.   262. 

See  as  to  quorum  of  membership  corporation  composed  of  an  indefinite 
number.  New  York,  etc..  Union  v.  Sullivan,  107  N.  Y.  Supp.  886. 

See  as  to  abstaining  from  attending  meeting,  Sylvania,  et*.,  E.  Co.  v. 
Hoge,   129  Ga.   734. 

See  as  to  adjourned  meeting  of  stockholders,  Western  Cottage  Piano  & 
Organ  Co.  v.  Burrows,  144  111.  App.  350;  West  Sid«  IIosi)ital  v.  Steele,  124 
111.   App.   534. 

See  notes  to  form  next  following. 

1628 


SPECIAL  MEETINGS  OP  STOCKHOLDERS.      1629 

Form  1884. 

NOTICE  OF  SPECIAL  MEETING  OF  STOCKHOLDERS  TO 
CONSIDER  PROPOSED  CONTRACT. 

Chicago    Company, 

,  Chicago,  111.,  ,  19 

To  the  Stockholders  of  the  Chicago   Company: 

A   special   meeting  of   the   Stockholders   of  the   Chicago    

Company  is  hereby  called  in  pursuance  of  the  resolutions  of  the  Board 
of  Directors,  to  be   held  at  the  office   of  the   Company,   in   the   Chicago 

Building,  in  the  City  of  Chicago,  on ,  the 

day  of   ,  19 ,  at  the  hour  of   o'clock    M., 

for  the  purpose  of  considering  and  acting  upon  the  contemplated  con- 
tract with  the  Messrs ,  and  approving  the  same  if  such 

be  the  judgment  of  the  Stockholders,  and  to  consider  such  other  mat- 
ters and  things  relating  to  said  contract  as  may  be  presented  for  action, 
and  the  transaction  of  such  other  business  as  may  come  before  the 
meeting. 

Chicago   Company, 

By  

Attest:  ,  President. 


Secretary. 

See  generally  as  to  the  necessity  of  stating  in  the  notice,  the  business  to 
be  transacted  at  a  special  meeting  Cook  on  Corporations,  §595;  Clark  & 
M.,  Corp.,    §647. 

See  for  other  forms  of  notice  of  stockholders'  meetings,  Forms  20,  17.3 
and  176,  1136-1138,  siipra,  1906-1909,  1913-1919,  1934-1940,  1949,  1950,  1958, 
1960,  1961,  1963,  1967,  1972,  1973,  1979,  1985,  1986-1987,  1989,  1999, 
2009,  L'013,  2018,  2019,  2021,  2030,  2031,  2033,  2036,  post,  and  notes  there- 
under.    Consult  also  Index,  post,  title,  notice  of  stockholders'  meetings. 

See  notes  to  form   next   preceding. 

See  as  to  presumption  that  notice  of  stockholders'  meeting  was  regu- 
larly given  in  absence  of  allegations  to  contrary.  Johnson  v.  United  States 
Rys.  Co.  127  S.  W.  (Mo.)  63. 

See  generally  as  to  notice  of  stockholders'  meetings,  Shickler  v.  Wash- 
ington Brewery  Co.,  33  App.  D.  C.  35;  International,  etc.,  Trust  Co.  v. 
Stenger,  31  Pa.  Super.  294;  Hill  v.  Atlantic  &  N.  C.  R.  Co.,  143  N.  C.  539; 
Lawyers'  Advertising,  etc.,  Co.  v.  Consolidated,  etc.,  Ref.  Co.,  187  X.  Y. 
395;  Dana  v.  American  Tobacco  Co.,  65  Atl.  (N.  J.)  730:  Bernstein  v. 
Caplan,  43   So.    (Ala.)    581. 

Form  1885. 

NOTICE  OF  MEETING  TO  CONSIDER  SALE  OF 
PROPERTY. 

Office  of   Company. 

Philadelphia,  Pa.,  January  20,  1912. 

To  the  Stockholders   of  the    Company: 

Notice  is  hereby  given  that  the  Board  of  Directors  has  called  a 
special  meeting  of  the  stockholders,  to  be  held  at  the  general  office  of 

the   company,    and    streets,   Philadelphia,   Pa.,  on 

Monday,  February  5,  1912,  at  11:45  A.  M.,  to  take  action  for  or  against 


1630     CORPORATION  FORMS  AND  PRECEDENTS. 

the  sale  of  premises  known  as   street,  Philadelphia,  Pa.,  and 

for  such  other  business  as  may  come  before  the  meeting. 


Secretary, 
See  two  forms  next  preceding  and  notes  thereunder. 

Form  1886. 

NOTICE  OF  SPECIAL  MEETING  TO  PASS  ON  PURCHASE 
OF  ENTIRE  ASSETS  OF  ANOTHER  CORPORATION. 

NOTICE. 

To  the  Stockholders  of  The   Telephone  Company: 

Notice    is    hereby   given   to    the    stockholders    of    The    

Telephone  Company  that  a  special  meeting  of  the  said  stockholders 
will  be  convened  at  the  principal  office  of  the  said  company  in  the  City 

of   ,   ,  on   ,  the    day  of 

,19....,  at   12   o'clock  noon,  when  there  will  be  submitted 

to  said  stockholders  for  approval  or  disapproval  an  agreement  in  writ- 
ing for  the  sale  by  The Telephone  &  Telegraph  Company, 

as  vendor,  to  The   Telephone  Company,  as  vendee,  of  all 

the  outstanding  and  issued  capital  stock,  and  of  all  the  franchises, 
corporate  property,  rights  and  credits  of  the  said  vendor  corporation, 
subject  to  all  the  debts,  liabilities,  duties  and  obligations  of  the  vendor 
corpoiiation,  the  vendee  corporation  to  pay  to  the  stockholders  of  the 
vendor  corporation  the  sum  of  one  hundred  dollars  ($100)  for  each  share 
of  outstanding  stock  of  the  vendor  corporation  surrendered  by  them, 
respectively,  under  the  terms,  stipulations  and  conditions  in  said  agree- 
ment  named. 


,    19 ...  .  Secretary. 

See  as  to  the  power  to  sell  the  entire  assets  of  the  corporation.  Cook  on 
Corporations,   §§662,   670;    Clark  &  M.,  Corp.,   §160. 

Form  1887. 

NOTICE  OF  STOCKHOLDERS'  MEETING  TO  CONSIDER 

CONVEYANCE  OF  ALL  PROPERTY  OF 

CORPORATION. 

Notice  is  hereby  given  that  a  special  meeting  of  the  Stockholders  of 
The  Baldwin  Locomotive  Works  will  be  held  at  the  office  of  the  Cor- 
poration, 500  North  Broad  street,  Philadelphia,  on  Thursday,  September 
21st,  1911,  at  2:15  o'clock  P.  M.,  to  take  action  on  approval  or  dis- 
approval of  the  proposed  conveyance  to  the  Corporation  of  all  real 
estate  and  personal  property  of  Baldwin  Locomotive  Works;  and  such 
other  matters  in  connection  therewith  as  may  properly  come  before  the 
meeting. 

By  order  of  the  Board  of  Directors. 


Assistant  Secretary. 

Dated,  ,  19 

See  form  next  preceding  and  notes  thereunder. 


SPECIAL  MEETINGS  OF  STOCKHOLDERS.      1631 

Form  1888. 

NOTICE  OF  SPECIAL  MEETING  OF  STOCKHOLDERS  TO 

CONSIDER  SALE  OF  CARS,  LEASE,  AND  OTHER 

MATTERS. 

Traction  Coiii[)any  of 

Notice   to   Stoclcliolilors. 
A  special   meeting  of  the   stockholders   of    Traction   Com- 
pany of   will   be  held  at  the  ofDce  of  the   

Kapid    Transit    Company,    street,    ,    on 

Wednesday,  February  2G,   lOl.'},  at  twelve  o'clock   noon,  to  consider  and 
take  action  upon  the  following  matters: 

(1)  The  question  of  granting  this  Company's  assent  to  the  sale  and 

delivery   by    Rapid   Transit    Company    of    nine    hundred 

and    fifty   Nearside   cars    and    eighty   Elevated    cars,    already   purchased 

or  contracted  for,  and  the  taking  of  a  lease  of  the  said  cars  by   

Rapid  Transit  Company  as  the  basis  for  an  issue  of  $4,200,000 

car  trust  securities. 

(2)  The   question   of   this   Company's  releasing  any  lien   or   interest 

in  the  aforesaid  cars  which  Traction  Company  of 

may  have. 

(3)  Such    other    and    further    matters    in    any    way   incidental    to    or 
connected  with  the  foregoing  as  may  be  brought  before  the  said  meeting. 

By  order  of  the  Board  of  Directors. 


Secretary. 

Form  1889. 

NOTICE  OF  SPECIAL  MEETING  OF  STOCKHOLDERS  TO 

AUTHORIZE  CORPORATE  MORTGAGE. 

A  special  meeting  of  the  stockholders  of   to  act  upon  a 

proposal  to  authorize  a  mortgage  of  all  or  part  of  the  Company's  prop- 
erties   and    franchises    to    secure    an    issue    of    bonds,    to    an    aggregate 

principal    amount    not    to   exceed    at   any    one    time    Dollars, 

and  the  issue  and  disposition  of  such  bonds  in  order  to  retire  existing 
bonds  and  for  other  corporate  purposes,  and  upon  any  matters  relating 

thereto,  will  be  held  at  the  office  of  the  Company  at  No , , 

on  the   ....   day  of   at   ....   o  'clock  in  the   ....  noon. 

The   stock   transfer  books, of  the  Company  will   be   closed   at   the   close 

of  business  on ,  19.  .  .  .,  and  will  be  reopened  at  ....  o  'clock 

A.  M.  on   ,  19 

Dated  ,   ,  19 


By  order  of  the  Executive  Committee. 

Secretary. 
See  notes  under  Form  18S4,  supra. 


1632     CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1890. 

NOTICE  OF  SPECIAL  MEETING  TO  AUTHORIZE  ISSUE 

OF  NOTES. 

Notice   of   Stockholders'   Meeting. 

The    Electric  Company  of   

To   the   Stockholders   of  The    Electric   Company: 

Notice  is  hereby  given  of  a  Special  Stockholders'  Meeting  to  be  held 

at  the  office  of  the  Company,  Eoom ,  Building, 

,  on    ,  the    day  of    ,  19 .... ,  at 

M.     The  purpose  of  the  meeting  is:      1.  To  consider  a  resolution 

for  the  issue  and  sale  when  authorized  by  the  Public  Service  Commis- 
sion of   of  $3,125,000  of  3-Year  Collateral  5  Per  Cent.  Coupon 

Notes,  convertible  at  the  option  of  the  holder  into  common  stock  at 
$25  per  share.  The  proceeds  of  such  notes  to  be  used  for  retiring 
$2,500,000  obligations  of  the  Eailway  Company,  ma- 
turing   ,  19.  . .  .,  and  535,000  Car  Trust  Certificates,  series 

"  B  "  and  "  C, "  outstanding  after ,  19 Stockholders 

of  record  at  the  time  of  application  to  have  the  preferential  right   (if 

exercised   on   or   before    ,    19 ),   of   purchasing   such 

notes  to  the  extent  of  $100  thereof  for  every  entire  lot  of  10  shares 
held.  2.  To  vote  upon  such  resolution  and  any  additions  or  modifica- 
tions that  may  be  proposed  at  the  meeting. 

Bv   order  of  the  Board. 


Secretary. 
See   as   to   the   issue   of   notes   by  a   corporation.   Cook   on   Corporations, 
§§760-762;    Clark    &    M.,    Corp.,    §181. 
See  Forms  1597-1607,   1663-1665,  supra,  and  notes  thereunder. 

Form  1891. 

NOTICE  OF  SPECIAL  MEETING  OF  STOCKHOLDERS  TO 
AUTHORIZE  ISSUE  OF  BONDS. 


Company. 


Notice  of  Special  Meeting  of  Stockholders. 

Please    take    notice    that    a    special    meeting    of    stockholders    of    the 

Company    will    be    held    on     ,  the 

(Jay  of   ,  19 .... ,  at   ....   o  'clock   .  .   M.,  at  the  office  of 

the  company,   Building,    street,  in  the  City 

of  ,  and  State  of  ,  for  the  purpose  of  con- 
sidering and  passing  upon  the  proposition  of  authorizing  an  issue  of 
bonds  of  the  company,  not  exceeding  the  principal  amount  of  Twenty- 
five  Million  Dollars  ($25,000,000),  and  of  securing  the  payment  of  the 
same  by  a  mortgage  upon  all  the  corporate  property  and  franchises  of 
the  company. 

The  stock   transfer   and   register   books   of   the   company   will   be   closed 


SPECIAL  MEETINGS  OE  STULKllULDEKS.      1G33 

at  3  o'clock  ou  the   ....   day  of   ,  19.  .  .  .,  and  will  b«  opened 

ou  the   ....   day  of ,  19.  .  .  . 

By  order  of  the  Board  of  Directors. 

Dated   ,   ,    ,   19 


President. 
Attest: 


0  Secretary. 

.See  two  ne.xt  preceding  forms  and   notes  thereunder. 

Form  1892. 

NOTICE    OF  SPECIAL  MEETING  TO  CONSIDER  IN- 
CREASE OF  INDEBTEDNESS. 

Special  Notice. 

Company. 

Notice  of  Stockholders'  Meeting. 

Philadelphia,   December   23,   1911. 

The  Board  of  Directors  of  the   Company  has  called 

a  special   meeting  of  the   stockholders   of   said   Company   to   convene   at 

t he  Company 's  chief  office,    and    streets, 

Philadelphia,  on  Wednesday,  February  28,  1912,  at  12:30  P.  M.,  for  the 
purpose  of  voting  for  or  against  the  proposed  increase  of  the  indebted- 
ness of  said  Company  to  $850,000,  and  for  or  against  the  proposed 
issue  of  $850,000  bonds  of  said  Company,  to  be  secured  by  mortgage, 
to  retire  the  First  and  Second  Mortgage  bonds  of  said  Company  to  that 
amount,  maturing  March  1,  1912,  and  September  1,  1912,  respectively. 
,  Secretary. 

Form  1893. 

NOTICE  OF  SPECIAL  MEETING  OF  STOCKHOLDERS  TO 

INCREASE  INDEBTEDNESS,  AUTHORIZE  BOND 

ISSUE,  AND  OTHER  BUSINESS. 

Special   Meeting  of  Stockholders  of    Transit   Company. 

Philadelphia,  Feb.   7,   1911. 

To  the  Stockholders:  Notice  is  hereby  given,  as  required  by  the 
By-Laws,  that  at  the  special  meeting  of  the  Stockholders  of  this  Com- 
pany, called  for  11  A.  M.,  Tuesday,  February  28,  1911,  at  the  General 
Offices  of  the  Company,  , street,  Philadelphia,  the  follow- 
ing matters  will  be  presented  for  your  action,  viz.: 

First — An  increase  of  the  indebtedness  of  the  Company  from  five 
million  dollars  ($5,000,000)  to  fifteen  million  dollars  ($15,000,000)  as 
is  now  being  a<lvertised  for  60  days,  as  required  by  law. 

Second — The  authorization  of  an  issue  of  ten  million  dollars  ($10,000,- 
000)  of  5  per  cent,  gold  bonds,  and  tjie  execution  of  a  deed  of  trust 
securing  the  same,  being  the  increase  of  indebtedness  above  mentioned. 

Third — The  assignment  and  transfer  to  Traction  Com- 
pany of ,  the  lessor  of  this  Company,  under  lease  dated 


1634     CORPORATION  FORIMS  AND  PRECEDENTS. 

July  1,  1902,  of  all  ihe  interest  and  equity  of  this  Company  of  every 

kind  in  the    I^levated  Passenger  Eailway  Company,  the 

and   Street  Eailway  Company,  the   and 

Eailway    Company,    and    in    all    other    railway    properties 

acquired  since  July  1,  1902,  and  the  retransfer  to  this  Company  of  said 
interests   and   equity  under   lease  without   additional   rental,   the   same 

as  if  they  had  been  part  of  the Traction  system  leased  to  this 

Company   July    1,    1902;    such    transfer    to    be    in    consideration    of    the 

guarantee   by   the    Traction   Company   of    .  . » of 

the  payment  of  the  principal  and  the  interest  of  said  bonds  from  time 
to  time  maturing;  a  provision  relating  to  said  guarantee  being  that  the 
proceeds  of  said  bonds  shall  only  be  expended  on  property  leased  to 
this  Company  under  the  said  lease  dated  July  1,  1002,  or  if  expended 
on  other  property,  such  other  property  shall  become  subject  to  the 
conditions  of  said  lease  and  as  though  a  part  of  the  property  covered 
by  it,  until  the  payment  by  this  Company  of  all  of  said  bonds,  when 
such  other  property  shall  be  retransf erred  to  this  Company. 

Fourth — Assenting  to  an  increase  in  the  capital  stock  of  the 

Elevated  Passenger  Eailway  Company. 

Fifth — The  approval  of  a  new  system  of  keeping  the  books  and 
accounts   of  the   Company. 

Sixth — Such  other  business  as  may  be  germane  to  the  above  matters. 

A  copy  of  the  resolution  which  will  be  submitted  to  the  meeting  has 
been   mailed  to   each   stockholder   of   record. 

By  order  of  the  Board  of  Directors. 


Secretarj'. 

Form  1894. 

NOTICE  OF  SPECIAL  MEETING  TO  AMEND   CHARTEE 
AND  INCREASE  CAPITAL  STOCK. 

Company. 

Notice   is   hereby   given    that    a   special   meeting   of   the    stockholders 

of  the Company  has  been  duly  called  and  will  be  held 

at  the  principal  office  of  the  company  at  No Street, 

in  the  city  of , ,  on ,  the day  of , 

A.  D.  19 ,  at  twelve  o'clock  noon,  for  the  following  purposes: 

To  vote  upon  a  resolution  of  the  Board  of  Directors  of  said  Company 
adopted  at  a  meeting  thereof,  held  May  18,  1911,  resolving  that  it  is 
advisable  to  amend  Article  IV  of  the  certificate  of  incorporation  of 
this  Company,  by  increasing  the  authorized  preferred  capital  stock  of  the 
Company  from  twenty-five  million  dollars  ($2.5,000,000)  to  fifty  million 
dollars  ($50,000,000),  which  proposed  increase  of  preferred  capital  stock 
shall  be  divided  into  two  hundred  and  fifty  thousand  (250,000)  shares, 
and  entitle  the  holders  thereof  to  six  per  cent.  (6%)  cumulative  divi- 
dend, and  shall  be  non-voting  except  when  default  has  been  made  in 
the  payment  of  any  dividend  due  thereon  and  such  default  shall  con- 
tinue for  six  months,  in  which  event  the  holders  of  said  stock  shall 
have  the  right  to  vote  at  all  meetings  of  stockholders  during  the  con- 
tinuance of  such  default,  and  not  otherwise,  to  the  same  extent  as  the 


SPECIAL  MEETINGS  OF  iSTOCKIIOEDERS.      1635 

holders   of   stock   haviug   votiug  powers;    and   for   the   purpose   of   traus- 
ac'ting  such   business  as  may  jiropcrly  come  before  said   meeting. 


Secretary. 

Dated ,    19 

See  as  to  the  necessity  of  notice  of  a  special  meeting  to  amentl  the 
'diarter  of  a  corporation,  Cook  on  Corporations,  S§  594,  595;  Clark  &  M., 
Corji.,    S  <'>47. 

Form  1895. 

NOTICE  OF  SPECIAL  MEETING  TO  AUTHORIZE  PLEDGE 

OF  STOCK. 

Notice   of  Special   Meeting  of  Stockholders   of  Bethlehem  Steel 
Corporation. 

A  special  meeting  of  the  stockholders  of  Bethlehem  Steel  Corporation 
will  be  held  at  its  principal  oflSce,  No.  763  Broad  Street,  Newark,  New 
Jersey,  on  Friday,  November  5,  1909,  at  12  o'clock  noon,  for  the  fol- 
lowing purposes,  viz:  (1)  to  authorize  the  deposit  and  pledge  by 
Bethlehem  Steel  Corporation  of  the  whole  or  any  part  of  its  holdings 
of  the  capital  stock  of  subsidiary  companies  as  security  for  a  guar- 
anty by  Bethlehem  Steel  Corporation  of  the  payment  of  the  principal 
and  interest  of  a  proposed  issue  of  $7,500,000,  face  value,  of  Six  Per 
Cent.  Five  Year  Sinking  Fund  Gold  Notes  of  Bethlehem  Steel  Com- 
pany; and  (2)  to  transact  such  other  business  as  may  legally  come 
before  the  meeting. 

For  the  purpose  of  the  meeting,  the  books  for  the  transfer  of  the 
capital  stock  of  the  corporation,  both  preferred  and  common,  will  be 
closed  at  3  o'clock  P.  M.  on  Monday,  October  25,  1909,  and  will  be 
reopened  at  10  o'clock  A.  M.  on  Saturday,  November  6,  1909. 

Dated,  New  York  City,  October  15,  1909. 

B.   H.   Jones,   Secretary. 

Form  1896. 

NOTICE  OF  STOCKHOLDERS'  MEETING  OF  CORPORA- 
TION ORGANIZED  UNDER  SPECIAL  ACT  TO 
CONSIDER  ACCEPTANCE  OF  LATER  ACT. 

Office  of  the  Insurance  Company  of  North  America, 
232  Walnut  St.,  Philadelphia,  Pennsylvania,  November  13,  1911. 
A  special  meeting  of  the  Stockholders  of  the  Insurance  Company  of 
North  America  will  be  held  at  the  office  of  the  Company  on  Tuesday, 
January  9,  1912,  at  11:30  A.  M.,  to  consider  a  resolution  duly  adopted 
by  the  Board  of  Directors,  accepting  the  provisions  of  the  Act  of 
Assembly  entitled,  "An  act  to  provide  for  the  incorporation  of  fire 
and  marine  insurance  companies;  and  for  the  regulation  of  home  and 
foreign  fire  and  marine  insurance  companies,"  approved  June  1,  1911, 
Pamphlet  Laws,  page  559,  &c.;  also  to  consider  such  changes  in  By- 
Laws  as  may  be  made  necessary  by  the  acceptance  of  said  act. 

Eugene  L.  Ellison, 

President. 
See  as  to  effect  of  subsequent  legislation  on  corporations.  Cook  on  Corp., 
§§492-503;   Clark  &  M.,  Corp.,   §§57,  270,  273,  279. 


1636     CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1897. 

NOTICE  OF  SPECIAL  MEETING  TO  CHANGE  DATE  OF 
ANNUAL  MEETING. 

Office   of   the    EaUroad    Company,    Broad    Street    Station, 

Philadelphia,  Nov.  18,  1910. 
A  special  meeting  of  the  stockholders  is  called  to  be  held  at  the 
office  of  the  Company,  Broad  Street  Station  (Room  268),  Philadelphia, 
on  Friday,  December  16,  1910,  at  12  o'clock  noon,  for  the  purpose  of 
taking  action  on  -the  question  of  changing  the  time  for  holding  the 
annual  meeting  of  the  stockholders  and  election  for  Directors  from  the 
first  Friday  in  September  to  the  first  Friday  in  March,  to  take  effect 
with  the  meeting  to  be  held  in  1911. 

,    Secretary. 

See  Cook   on   Corporations,   §§594,  595;    Clark   &  M.,   Corp.,    §647. 

Form  1898. 

NOTICE  OF  SPECIAL  MEETING  CALLED  BY  RESOLU- 
TION OF  DIRECTORS. 

Company. 

Notice  to  Stockholders. 

A  special  meeting  of  the  stockholders  of  the    Compaii;- 

will  be  held  at   . street,   m 

^ ,  19.  .  .  .,  at  noon,  in  accordance  with  the 

resolution  of  the  Board  of  Directors  adopted  on  ,  19.  .  .  ., 

of  which  the  following  is  a  copy: 

Resolved.  That  a  special  meeting  of  the  stockholders  of  the 

Company  be  called  to  convene  at  the  office  of  the  Company,   

street, ,  on , ,  19 ,  at 

twelve  o'clock  noon,  to  take  action  on  the  approval  or  disapproval  of  the 
proposed  increase  of  the  indebtedness  of  said  Company  by  $10,000,000; 
that   is,   from   $3,000,000   to   $13,000,000. 


Secretary. 

See  as  to  the  power  of  the  board  of  directors  to  call  a  special  meeting, 
Cook  on  Corporations,  §593;   Clark  &  M.,  Corp.,   §646. 

In  the  absence  of  express  provision  in  the  charter  or  bydaws,  meetinp-s 
may  be  called  by  the  directors.  Com.  v.  Smith,  45  Pa.  St.  59;  CasscU  v. 
Lexington,  etc.,  R.   Co.,   10   Ky.   Law  Rep.   486. 

See  as  to  necessity  of  having  call  for  meeting  conform  to  provisions  rf 
law  or  by-laws,  Riggs  v.  Polk  County,  51  Oregon  509. 

Form  1899. 

NOTICE  OF  SPECIAL  MEETING  OF  STOCKHOLDERS 

CALLED  BY  RESOLUTION  OF  DIRECTORS 

(ANOTHER  FORM). 

Company. 

Notice  is  hereby  given  that,  ])ursuant  to  a  resolution  of  the  Board  of 
Directors,  a  special  meeting  of  the  stockholders  of   


SPECIAL  MEETINGS  OF  STOCKHOLDERS.      1637 

Company  will  be  held  at  the  oflQce  of  the  Company,  No 

street,   Boroujjh   of  Manhattan,   City  of  New  York,   on   the    ....    day  of 

,   19....,  at    ....    o'clock    ....    M.,   for  the   purpose   of  voting 

upon  a  recommendation  of  the  Board  of  Directors  to  increase  the  common 
cai)ital  stock  of  the  Company  from  $1,000,000,  consisting  of  10,000  shares 
of  the  par  value  of  $100  each,  to  $1,500,000,  consisting  of  15,000  shares 
of  the  jiar  value  of  $100  each,  and  for  the  transaction  of  such  other  busi- 
ness as  may  properly  come  before  said  meeting. 


President. 

Secretary, 
New  York, ,  19 

Form  1900. 

STOCKHOLDERS'  CALL  FOR  SPECIAL  MEETING  OF 
STOCKHOLDERS. 

We  the  undersigned,  owning  two-thirds  of  the  stock  of  The    

Company,  a  corporation  organized  and  existing  under  and  by  virtue  of 
the  laws  of  the  State  of  Illinois,  upon  which  said  stock  all  assessments 
have   been   fully   paid   up,   do   hereby   call   a   meeting   of   the   stockholders 

of  said  The   Company,  to  be  held  at  the  principal  office 

of  the  Company,  No ,  street,  in  the  City  of  Chi- 
cago, County  of  Cook  and  State  of  Illinois,  on  the   day  of 

,  19.  . .  .,  at   o'clock  in  the   noon,  for  the  pur 

pose  of  submitting  to  the  stockholders  of  the  said  Company  the  question 
of  the  sale  of  all  the  property  of  said  corporation,  the  question  of  thb 
surrender  of  the  charter,  franchises  and  corporate  name,  and  the  dissolu- 
tion of  said  Company,  in  addition  to  the  election  of  directors  and  the 
transaction  of  such  other  business  as  may  properly  come  before  the  meet- 
ing, or   any   adjournment   or   adjournments   thereof. 

Dated   191.. 

Name  of  Stockholder.  No.  of  Shares  Held. 


See  generally  as  to  the  power  of  stockholders  to  call  a  stockholders' 
meeting,  Cook  on  Corporations,   §59."?;    Clark  &  M.,  Corp.,    §646. 

For  another  form  of  call  of  stockholders'  meeting  see  Form  2029,  post. 
Consult   also    Index,  post,   title,   call   for   meeting  of   stockholders. 

Form  1901. 

NOTICE  OF  CALL  OF  MEETING  BY  MAJORITY  OF  STOCK- 
HOLDERS. 

To  the  Stockholders  and  Directors  of   Company:      I,  the 

undersigned,   owner  of   127   shares   out  of  the  total  of   150   shares  of   the 

capital    stock   of    Company,    a    corporation    organized 

under  the  law^s  of  the  State  of  Illinois,  and  President  of  said  corpora- 
tion, do  hereby  call  a  meeting  of  the  stockholders  of  said  corporation,  to 
be  held  at   the   general   oflBce   of  the   Corporation,   Boom    ,   on   the 


1638     CORPORATION  FORMS  AND  PRECEDENTS. 

northeast  corner  of and streets,  in  the  City  of 

Chicago,    Cook    County,    Illinois,    on    ,    the    day    of 

,  A.   D.   19....,  at   o'clock  in  the    ....noon,  for 

the  purpose  of  electing  a  Board  of  Directors,  and  the  transaction  of  such 
other  business  as  may  properly  come  before  said  meeting. 
Dated,   Chicago,    ,   A.   D.    19 


President  and  holder  of  ....  shares. 
See  generally  as  to  who  may  call  a  stockholders'  meeting,  Cook  on  Cor- 
porations,   §  593 ;    Clark   &   M.,   Corp.,    §  G46. 

Form  1902. 

NOTICE  OF  CALL  OF  SPECIAL  MEETING  BY  ONE 
STOCKHOLDER. 

To  the  Stockholders  of  the   Company. 

Notice  is  hereby  given  that  the  election  of  directors  for  the   

Company  not  having  been  held  on  the  day  designated  in  the  by-laws,  and 
the  directors  not  having  within  one  month  thereafter  called  a  special  elec- 
tion, a  meeting  of  the  members  of  said  corporation  for  the  purpose  of 
electing  directors  thereof  and  for  the  transaction  of  any  other  business 
which  may  come  before  said  meeting  and  which  might  be  transacted  at 
an  annual  meeting  of  the  members  of  said  corporation  will  be  held  at  No. 

street,  in  the  City  of ,  State  of , 

on  the    day   of    ,   19 .... ,  at    o  'clock  in  the 

forenoon. 

Dated,    ,19 


Stockholder  of  said  corporation. 
See  two   forms  next   preceding  and   notes   thereunder. 

Form  1903. 
MINUTES  OF  SPECIAL  MEETING  OF  STOCKHOLDERS. 

A   special   meeting  of  the   stockholders   of   The    / Com- 
pany was  held  at  the  office  of  the  Company,  No 

street,   in    ,   in   the   State   of    ,   at    

0  'clock  in  the noon,  on the   day 

of ,  19.  .  .  .,  pursuant  to  the  call  of (here  state 

how  meeting  was  called). 

The  meeting  was  called  to  order  by  the  president  of  the  Com])any  who 

presided    at    the    meeting,    and    Mr ,    the    Secretary    of    the 

Company,  being  present  acted  as  the  secretary  of  the  meeting. 

The    following    stockholders    were    present    in    person     (the    number    of 
shares  held  by  each  being  set  opposite  his  name). 
Name  of  Stockholder.  Number  of  Shares  owned. 


The  following  stockholders  were  represented  by  proxy: 


SPECIAL  MEETINGS  OF  STO(  KIK  )LI)ERS.      1G39 

Name  of  Stockholder.  Name  of  Proxy.  No.  of  Shares  Rep- 

resented. 


The  miinlicr  of  shares  of  stofk  so  representee!  in  jxTson  ami  In-  i>roxy 
aggregated    shares. 

The  proxies  above  mentioned  were  ordered  to  be  delivered  to  the  secre- 
tary who  was  instructed  to  preserve  the  same  along  with  the  tiles  and 
lecords  of  the  Comjjany  and  to  insert  a  copy  of  the  proxy  in  the  minute 
look  of  the  Company  immediately  following  the   minutes  of  this  meeting. 

The  Secretary  then  presented  and  read  the  call  of  this  meeting  made 
by  (here  state  nature  of  call),  and  the  same  was  ordered  to  be  filed, 
said  call  read  as  follows:      (Here  set  out  call.) 

The  Secretary  then  read  a  copy  of  the  notice  of  this  meeting,  together 
with   proof   of   the   mailing   of   said   notice   to   each    stockholder    of    this 

Company  at  least    days  before  the   day   of   this  meeting,   which 

said  notice  and  proof  of  service  of  the  same  read  as  follows:  (Here  insert 
copy  of  notice  and  afiidavit  of  service.) 

On  motion,  duly  made  and  seconded,  it  was  resolved,  that,  etc.  (Here  in- 
sert record  of  special  business  transacted.) 

No  further  business  coming  before  the  meeting,  ujiuu  motion  duly  made 
and  seconded  the  meeting  adjourned. 


Secretary. 
See  for  other  forms  of  nnnutos  of  special  meetings  of  stockholders  Forms 
1909,  1920,  2016,  2023,  2032,  yost.     Consult  also  Index,  itost,  title,  minutes 

OF  STOCKHOLDEUS  '  MEETINGS. 

Form  1904. 

SECRETARY'S  CERTIFICATE  OF  PASSAGE  OF  RESOLU- 
TION AT  STOCKHOLDERS'  MEETING. 

I,    ,   Secretary   of    Company,   a   corporation    created 

and  organized  under  the  laws  of  the  State  of ,  do  hereby  certify 

that,  at  a  meeting  of  the  stockholders  of  said  corporation,  regularly  held 
in  accordance  with  the  requirements  of  the  law  of  said  state,  at  the  office 

of  said  corporation,  in ,  on  the  ....  day  of ,  at  which 

meeting  a  majority  of  the  stock  of  such  company  being  represented  by  the 
holders  thereof  in  person  or  by  proxy  and  voting  for  the  following  reso- 
lution, the  same  was  duly  and  regularly  adopted  and  passed,  to-wit: 
(Here  quote  the  resolution  adopted.) 

Given    under    my    hand    and    seal    of    said    corporation,    this    ....     day 
of    


[Corporate   Seal]  Secretary  of    Company. 


CHAPTER  XXXII. 

CHANGES  IN  CAPITAL  STOCK  AND 
AMENDMENTS  TO  CHARTERS. 

Form  1905. 

MINUTES  OF  A  SPECIAL  MEETING  OF  THE  BOARD  OF 

DIRECTORS  TO  CALL  STOCKHOLDERS'  MEETING 

TO  CONSIDER  INCREASE  OF  STOCK— 

(ILLINOIS). 

A  special  meeting  of  the  Board  of  Directors  of  the Company- 
was  held  at  No , St., ,  Illinois,  on  the 

day  of ,  A.  D.  19 .  . . . ,  at o  'clock m. 

There   were    present    at    said    meeting:      JMessrs ,    

and ,  being  all  of  the  Directors  of  said  Company. 

An  agreement  and  ■written  waiver  of  notice  signed  by  all  of  the  directors 
was  read,  the  original  copy  of  which  is  herein  inserted  and  reads  as  follows: 

We,  the  undersigned,  being  all  of  the  directors  of  the  Com- 
pany, a  corporation  organized  under  the  laws  of  the  State  of  Illinois,  do 
hereby  consent  and   agree  that  a  meeting  of  the  said  Board  of  Directors 

be  held  at  No St.,   ,  Illinois,  on  the 

day  of   ,  A.  D.   19.  .  .  .,  at    ....   o'clock  in  the 

....M.,  to  call  a  special  meeting  of  the  stockholders  of  said    

Company  for  the  purpose  of  submitting  to  a  vote  of  such  stockholders  a 

proposition  to  increase  the  capital  stock  of  said   Company 

from  the  sum  of    Dollars    ($ )    to   the   sum 

of    Dollars    ($ ),    and    for    the    transaction    of 

any    other   business   which    may   be   legally    done   at   said    meeting   of   the 
Board  of  Directors. 

Dated ,  19 

(Signed)      


Being  all  the  directors  of  the   Company. 

The  meeting  was  called  to  order  by  the  President.     Mr ,  the 

Secretary  of  the  Company,  being  present,  acted  as  Secretary  of  the  meeting. 
Upon  motion  the  following  resolution  was  unanimously  adopted: 

Resolved,  that  a  special  meeting  of  the  stockholders  of  the 

Company  be  and  the  same  is  hereby  called,  to  be  held  at  No , 

St.,   ,  Illinois,  on  the   day  of   ,  A.  D.  19...., 

at  the  hour  of M.,  for  the  purpose  of  submitting  to  a  vote 

of  the  stockholders  of  the Company,  the  question  of  increasing 

the  capital  stock  of  the Company  from  the  sum  of  $ to 

the  sum  of Dollars  ($ ) . 

1640 


AMF.XDMEXTS  A  XT)  flTAXOES.  ]641 

Further  resolwd,   tliat    u   luitice  of  said  special  ineetinj^  be  given   to  the 

stoekholdora  of  tlie Compauy  in  the  manner  j)rovi<ied  by  law. 

Upon    motion    duly   adopted    the   meeting   adjourned.  • 


Secretary, 

The  above  form  may  be  varied  so  as  to  provide  for  changing  the  name, 
changing  the  phu-e  of  busines'<,  enlarging  or  changing  the  object,  decreasing 
the  capital  stock,  changing  the  number  of  shares  of  capital  stock,  increas- 
ing or  decreasing  the  jiar  value  of  shares  of  capital  stock,  increasing  or 
decreasing  the  number  of  directors,  managers  or  trustees,  or  the  consolida- 
tion of  the  corporation. 

The  statutes  of  the  different  states  vary  so  greatly  in  their  requirements 
for  changing  the  capital  stock  of  corporations  and  amending  corporate 
charters  that  it  is  not  practicalde  to  give  all  the  forms  therefor,  and, 
therefore,  only  the  forms  for  use  in  the  state  of  Illinois  are  completely 
given,  and  in  addition  thereto  suggestive  forms  used  in  other  states.  It  is 
believed,  however,  that  by  adaptation  of  the  forms  given,  no  difTiculty 
will  be  experienced  in  preparing  the  instruments  necessary  to  effect  the 
desired  changes  contemplated  by  this  chapter. 

See  for  increase  of  capital  stock.  Cook  on  Corporations,  §§42  70,  280- 
298,  499,  559,  614;   Clark  &  M.,  Corp.,   §§407-410. 

See  as  to  mere  irregularities  in  making  increase  not  invalidating  the 
increased  issue,  Man  v.  Boykin,  79  S.  C.  1. 

See  as  to  its  not  being  necessary  that  all  of  the  increased  stock  1  e  sub- 
scribed for,  Pope  V.  Merchants  Trust  Co.,  118  Tenn.  50(5. 

See  Form  10,  supra,  for  certificate  of  amendment  of  articles  of  incor- 
poration in  Arizona. 

See  for  similar  certificate   for  Colorado   corporation.   Form   2.5,  supra. 

See  Form   78,  supra,  for  similar  certificate   for  Towa  corporation. 

See  for  certificate  of  amendment  of  charter  of  Louisiana  corporation. 
Form   93,  supra. 

See  for  articles  of  amendment  of  charter  of  Massachusetts  corporation. 
Form  107,  supra. 

See  Form  115.  supra,  for  certificate  of  amendment  of  articles  of  associ- 
ation  of   a   Michigan   corporation. 

See  for  New  Jersey  form.  Form  145,  supra. 

See  for  Ohio,  Form  176,  supra. 

See  for  Porto  Rico,  Form   210,  supra. 

See  Form  227,  supra,  for  application  to  amend  charter  of  South  Caro- 
lina corporation. 

For  South  Dakota  form,  see  Form  232,  supra. 

For   Tennessee   form,   see   Form   235,   supra. 

For  Texas  form,  see  Forms  238-240,  supra. 

For   Wisconsin   form,   see  Form    270,   supra. 

Form  1906. 

PUBLISHED  NOTICE  OF  SPECIAL  MEETING  TO 

INCREASE  CAPITAL  STOCK— 

(ILLINOIS). 

STATE  OF  ILLINOIS, 


County  of 

Office  of  The  Company. 

Public  notice  is  hereby  given  that  a  special  meeting  of  the  stockholders 

of    the    Com])any,   a   corporation   organized   and    existing   under 

the  laws  of  the  State  of  Illinois,  will  be  held  in  its  office,  No 

street,  in  the  City  of  Chicago,  County  of  Cook  and  State  of  Illinois,  on  the 

day  of 19 at  the  hour  of  ....  o  'clock  ....  M.,  for  the 

purpose   of   voting  ujion  and   determining  the   following  questions,   to-wit : 


1642     CORPORATION  FORMS  AND  PRECEDENTS. 

To  increase  the  capital  stock  of  the  corporation *  Company,  from 

$ ,  divided  into shares  of  the  par  value  of  $.  .  .  .  each,  to  $.  . . . 

divided  into   ....   *ares  of  par  value  of  $....   each,  and  to  transact  any 
other   or   further  business   in   connection   therewith. 
Chicago,   ,  19 ... . 


Directors  of  the Company. 

See  form   next   preceding  and   notes  thereunder. 

For  form  of  notice  served  upon  stockholders,  see  Forms  1908-1909,  post. 

Form  1907. 

NOTICE  FOR  PUBLICATION  OF  SPECIAL  MEETING  TO 

INCREASE  CAPITAL  STOCK  (ANOTHER  FORM)— 

(ILLINOIS). 

Public  notice  is  hereby  given  that  a  special  meeting  of  the  stockholders 

of   Company  will  be  held  at    ,  on   ,  the   .... 

day  of ,  A.  D.  19 ,  at  the  hour  of o'clock M.,  for 

the   purpose   of   considering   and  voting   upon   the   proposition   to   increase 

the  capital  stock  of  said Company  from Dobars 

to Dollars  and  for  the  transaction  of  such  other  business  as  may 

properly   come  before   such  meeting. 

Dated   ,  A.  D.  19 


A  majority  of  the  Directors  oi Company. 

See  notes  to  next  preceding  form. 

Form  1908. 

NOTICE  OF  STOCKHOLDERS'  MEETING  TO  INCREASE 
CAPITAL  STOCK— (ILLINOIS  CORPORATION). 

General  Offices  The Company, 

Street,  Chicago,  Illinois. 

Chicago,  111.,  October  27,  1910. 
Notice    is    hereby    given    that    pursuant   to    resolution    of   the   Board   of 

Directors  of  The Company,  at  a  meeting  this  day  held,  a  special 

meeting  of  the   stockholders  of  The    Company   will   be   held   at 

^  in  the  City  of   Chicago,  County  of  Cook,  State  of  Illinois,  on 

the  5th  day  of  December,  1910,  at  the  hour  of  10  A.  M.,  for  the  purpose 
of  considering  and  passing  upon  the  proposition  of  increasing  the  author- 
ized capital   stock   of  said   The    Company   from   sixteen   million 

dollars  to  eighteen  million  dollars,  and  the  number  of  shares  of  the 
capital   stock    of   said    corporation    from    160,000   to   180,000   shares.      The 


AMENDMENTS  AND  CHANGES.  1643 

books   for   the   transfer   of   stor-k    will    be   closetl    from    Nov.    ijllrd,    IIHO,  to 
December  5th,  1910,  hoth  inclusive. 


Directors  of  Tlie Company. 

See  notes  to  Form  1905,  supra. 

Form  1909. 

MINUTES    OF   A   SPECIAL   MEETING    OF    THE    STOCK- 
HOLDERS TO  INCREASE  CAPITAL  STOCK,  ALSO  DI 
RECTIONS  AS  TO  MAKING  OTHER  CHANGES 
AND   FORMS   OF   RESOLUTIONS— (ILLINOIS). 

A   special    meeting   of   the   stoi:kliolclers   of   the    Company   was 

held  at  the  office  of  the  Company,  No. St.,  in  the  City  of , 

County  of ,  and  State  of  Illinois,  on  the   ....   day  of   , 

A.  D.  19 ,  at o'clock M. 

The  meeting  was  called  to  order  by  Mr ,  who,  upon  motion, 

was    unanimously    chosen    Chairman,    and    Mr ,    was    aj)poiutcd 

Secretary  of  the  meeting. 

The  Secretary  then  read  the  roll  of  the  stockholders  entitled  to  vote  at 
this  meeting,  with  the  following  result: 

The  following  stockholders  were  present  in  person: 

Name.  Number  of  Shares. 


The  following  stockholders  were   represented  by  proxy: 

Name.  Name  of  Proxv.  Number  of  Shares. 


Such    stockholders    so    present    in    person    or    represented   by    proxy,   being 
more  than  two-thirds  in  interest  of  all  the  stock  of  the Company. 

The  proxies  presented  were  ordered  to  be  filed  with  the  Secretary  of  the 
meeting. 

The  Secretary  then  presented  and  read  the  notice  of  the  directors  con- 
vening the  meeting,  together  with  his  affidavit  that  he  delivered  personally, 

or   deposited  in  the  post   office  at    ,   at   least   thirty   days  before 

,    19....,    said    notice    properly    addressed    to    each    stockholder 

signed  by  a  majority  of  the  directors  of  said  Company,  which  said  notice 
and  affidavit  were  as  follows: 

Office  of  

*  ,19 

You   arc   hereby   notified   that   a  special  meeting  of   the   stockholders   of 

the   Company  will  be  held  at   No St.,  City  of 

,  County  of ,  and  State  of  Illinois,  on  the  ....  day  of  ....... 

19.  . .  .,  at  the  hour  of  ....   o'clock,    ....   ^r.,  for  the  purpose  of  consider- 
ing  the  question   of  increasing  the  capital  stock  of  said  corporation  from 


1644    CORPORATION  FORMS  AND  PRECEDENTS. 

the  sum  of  Dollars   ($ )   to   Dollars  ($ ), 

at  which  time  you  are  requested  to  be  present. 


A  majority  of  the  Board  of  Directors. 
STATE  OF  ILLINOIS,) 
County  of  Cook,        C 

,  being  duly  sworn  according  to  law  on  oath,  says  that   he   is 

the   Secretary   of  the    Company,   and   that   on   the    ilay   of 

,  A.  D.  39.  . .  .,  he  deposited  in  the  post  ofliOe  at in  a  sealed 

envelope,    postage   prejiaid,    the   notice    of    which    the    foregoing   is   a   true 
copy,  addressed  to  each  of  the  persons  named  as  follows;  being  all  of  the 

stockholders  of  the   Company. 

Name  of  Stockholder.  Post  Office. 


Snbscril)ed  and  swoin  to  before  me  this   .  .  .   day  of ,  19. 


Notary  Public. 

Thereupon  the  Secretary  presented  and  read  the  general  notice  of  the 
time,  place  and  object  of  the  meeting,  together  with  a  certificate  that  the 

same    was   published    for   three    successive    weeks    in    ,   a   secular 

newspaper    of    general    circulation,    published    in    the    City    of    , 

County  of ,  and  State  of  Illinois,  which  said  notice  and  certificate 

wei^    as    follows : 

Notice  is  hereby  given  that  a  special  meeting  of  the  stockholders  of- the 

Company  will  be  held  at  No , St.,  on ,  the 

day  of ,  A.  D.  19 ,  at  the  hour  of o  'clock M., 

for  the  purpose  of  considering  and  voting  upon  the  proposition  to  increase 

the  capital  stock  of  said  the Company  from Dollars  to 

Dollars,  and  for  the  transaction  of  such  other  business  as  may  properly 
come  before  such  meeting. 

Dated   ,  A.  D.  19.... 


A  majority  of  the  directors  of  the   Company. 

STATE  OF  ILLINOIS, I  ^^ 

County   of    ij 

This  is  to  certify  that  the  notice,  a  true  cojjy  of  which  is  hereto  annexed, 

was   published   in    ,   a   secular   newspaper   of   general   circulation, 

published  weekly  in  the  City  of ,  County  of ,  and  State 

of  Illinois,  by  the Company,  a  corporation  organized  and  existing 

under  the  laws  of  the  St'ate  of  Illinois,  once  each  week  for  three  successive 
■weeks;  that  the  date  of  the  first  publication  was  the day  of , 


AMENDMENTS  AND  ('llANCJES.  1645 

A.  D.   19 ,  ami   tbo  date  of   llio  last   ].iiljliealion    was   ibc    ....    day   of 

>  -^-  J^-   I'J.  .  .  .  ;  said  pajier  being  authorized  by  law  as  a  ijruper 

medium  lor  the  publieatiou  of  legal  notices  of  said  County,  by  virtue  of 
"An  act  to  Eevise  the  Law  in  delation  to  Notices,"  approved  February 
13th,  A.  D.  187-1,  in  force  July  1st,  A.  L).  Ih74. 

in  testimony  whereof,  said Conipany  has  taused  this  certitieato 

to  be  signed  by  its  Secretary  and  its  corporate  seal  to  be  hereunto  aflixed 

this day  of .  .,  A.  D.  1!) 

Company, 

[COKl'UUATK    SEAlJ  iiy     

Hocretary. 

On   motion  of   Mr ,  the  following   resoUiriuu   was  unanimously 

adopted : 

Kesolved,  that  the  President  appoint  Mr to  examine  all  proxies 

that  may  be  presented,  and  that  the  Secretary  call  the  roll  of  stockhoMers, 

and   Mr shall,  as  the  names  are  called,  file  all  proxies  with  the 

Secretary. 

The  President  a^jpointed  Mr to  perform  the  duties  in  said  reso- 
lution set  forth,  and  thereupon  the  Secretary  proceeded  to  call  the  roll, 
and  all  of  the  proxies  being  filed  with  the  Secretary,  and  it  appearing  that 
all  of  the  stockholders  were  present  either  in  person  or  by  proxy,  the 
I'rosident  declared  the  meeting  duly  organized  for  the  purpose  of  consid- 
ering the  questions  submitted  by  the  directors  in  said  notice  first  herein 
mentioned. 

Thereupon  it  was  moved  and  duly  seconded  that  said  notices  together 
with  the  respective  proofs  of  personal  service  and  mailing  and  publication 
thereto  attached  as  hereinbefore  stated,  be  filed  and  a  copy  thereof  be 
spread  upon  "the  minutes  of  the  meeting,  and  the  same  was  unanimously 
carried. 

Thereupon  :\lr offered  the  following  resolution: 

"Resolved,  that  the  capital  stock  of  the Company  be  increased 

from   Dollars  to  the  sum  of Dollars,"  and  moved  the 

adoption  of  said  resolution.    Such  motion  was  duly  seconded  by  Mr , 

and  thereupon  said  motion  that  said  resolution  be  adopted  was  submitted 
to  the  vote  of  the  stockholders  in   meeting  convened.     The  whole  number 

of  votes  cast  was    ,  all  of  which  were  in  the  affirmative,  and   in 

favor  of  said  motion  that  said  resolution  be  adopted. 

The  whole  number  of  skares  of  the  Comi)any  having  voted  in  the  affirma- 
tive, and  in  favor  of  said  motion  that  said  resolution  be  adopted,  the  reso- 
lution  was  thereupon  by  the   President   declared   adoi)ted. 

The    following    resolution    was    then    presented    and    on    motion    of    Mr. 

,    duly   seconded   by    .Mr ,   the   same   was   unanimously 

adopted,  all  of  the  stockholders  of  the  Company  voting  therefor. 

Resolved,  that  the  president  of  the  corporation  be  instructed  to  file  in 
the  ollice  of  the  Secretary  of  State  of  the  State  of  Illinois,  and  also  in  the 

oflice  of  the  Recorder  of  Deeds  of    County,  as  provided  by  law, 

certificates  verified  by  alTidavit,  that  a  resolution  that  the  capital  stock  of 

the   Company  be  increased  from   Dollars  to   

Dollars,   was  on    ,   19 ,   duly  adopte.l  by   the  stockhoMers,  all 

the  votes  represented  bj  the  whole  stock  of  said  corporation  being  in  favor  of 


1646     CORPORATION  FORMS  AND  PRECEDENTS. 

the  adoption  of  said  resolution  and  voting  therefor,  and  that  said  President 
be  instructed  to  file  said  certificate  at  the  earliest  possible  moment. 
On  motion  of  JMr ,  the  meeting  was  adjourned. 


Secretary. 

The  following  forms  of  resolutions  may  be  used  where  it  is  proposed  to 
make   other   changes   authorized    by    the   statute. 

To  change  the  name: 

Besolved,  That  the   name   of   this   Company   be   changed   from 

to    ,   and    that    the   last 

mentioned  name  be  and  it  is  hereby  adopted  as  the  corporate  name  of  this 
corporation. 

To  change  the  object : 

Besolved,  That  the  objects  of  this  corporation  which  now  read  as  fol- 
lows    ,  be  enlarged  and  changed  su  that  the 

same  shall  be  as  follows   

To  decrease  the  capital  stock: 

Besolved,  That  the  capital  stock  of  this  corporation  be  decreased  from 

the  sum  of    Dollars    ($ )    to   the   sum 

of    Dollars    ($ ). 

To  increase  the  number  of  directors: 

Besolved,    That    the    number    of    directors    of    the    

Company  be,  and  is  hereby  increased  from  the  present  num- 
ber,  to    

Similar  resolutions  may  be  used  for  the  other  changes  authorized  by  the 
statute. 

See  generally  the   statutes  of  the  various  states. 

See  also  Cook  on  Corporations,  §§  279-298;  Clark  &  M.,  Corp.,  §§407-410. 

See  Form   1905,  nupra. 

See  for  other  forms  of  minutes  of  stockholders '  meetings.  Forms  1920, 
2016,  post. 

Form  1910. 

CERTIFICATE  OF  INCREASE  OF  CAPITAL  STOCK— 
(ILLINOIS). 

STATE  OF  ILLINOIS, 

County  of   

To ,  Secretary  of  State  of  the  State  of  Illinois: 

It   is  hereby   certified,  that  at  a  special  meeting  of  the  stockholders  of 

,  a  corporation  organized  and  existing  under  the  laws  of  the  State 

of  Illinois,  held  at  the  oflSce  of  said  corporation,  in ,  County  of 

,  State  of  Illinois,  on  the   ....   day  of ,  A.  D.  19. . . ., 

pursuant  to  notice  duly  given,  it  was  voted,  two-thirds  of  all  the  votes 
represented  by  the  whole  stock  of  the  corporation  voting  in  favor  thereof, 

to  increase  the  capital  stock  of  said  corporation  from  the  sum  of 

Dollars  to  the  sum  of    Dollars,  and  the  capital  stock  of  said 

corporation  is  hereby  declared  increased  according  to  said  vote. 

"Witness,  the  hand  of  the  President  of  said  corporation  and  its  corporate 
seal  this  ....   day  of ,  A.  D.  19.  . . . 

[Corporate  Seal]  •  President, 

.attest : 

Secretary. 


AMEXUMEXTS  AXD  ClIAXGES.  1647 

STATE  OF   ,  ) 

County,    J 

,   being  duly  sworn,  on  oath  says  that  he  is  the   President  of 

Company,  the  above  named  corporation,  anil  that  tlie   foregoing 

certificate   of   increase   of   capital   stock   of   said   corporation,   by    him   sub- 
scribed, is  true. 


President. 
Subscribed  and  sworn  to  this day  of ,  19.  .  .  .,  before  me. 


Notary   Public. 

See  generally  the  statutes  of  the  various  states.  As  to  the  effect  of  ir- 
regularities in  the  increase  of  stock,  see  Cook  on  Corporations,  §288; 
Clark  &   AI.,   Corp.,    §  407. 

See  Form  20,  supra,  for  certificate  of  increase  of  capital  stock  of  a  Cali- 
fornia corporation. 

See   for   Form   33,  supra,  for  similar  form   for  Connecticut   corporation. 

See  for  statement  of  increase  of  capital  stock  of  Kansas  corporation, 
Form  83,  s^upra. 

See  for  certificate  of  increase  of  capital  stock  of  a  Michigan  corporation, 
Form  116,  stipra. 

For   Missouri  form,  see  Form   12fi,  supra. 

For  New  York  form,  see  Form   160,  supra. 

For   Oregon   form,   see   Form    189,   supra. 

For   Texas   forms,   sec    Forms   238,    239,   supra. 

For   Vermont   form,   see    Form   249,   supra. 

For   West   Virginia,   see   Form   2()2,   supra. 

Form  1911. 

CERTIFICATE  OF  INCREASE  OF  STOCK  TO  BE  FILED 

WITH  RECORDER— (ILLINOIS). 

Office  of   

,19.... 

To  , 

Eecorder  of    County. 

We  hereby  certify,  that  at  a  special  meeting  of  the  Stockholders  of 
,  held  at ,  on  the  ....  day  of ,  19.  .  .  .,  pur- 
suant to  notice,  in  the  following  manner,  to-wit:  by  mailing  to  each  of  the 

stockholders  of  said  Corporation,  on   the    ....    day  of   ,   19...., 

a  written  notice,  properly  addressed,  stating  the  ob,ject  of  such  meeting 
and  the  time  and  place  when  and  where  it  would  be  held,  and  also  by  a 
general  notice  of  the  time,  place  and  object  of  said  meeting,  published  for 

three  successive  weeks  in  the  a  newspaper  printed  in 

in  said   County,  the  first  j)ublication  of  which  notice  was  on  the 

....    day  of    ,  19....,  and  the  last  publication  on  the   ....   day 

of    ,   19....,  the  following  question   was  submitted  to  the  stock- 

liolders   for   their   action: 

"  Resolved,  that  the  Capital  Stock  of  this  Corporation  be  increased  from 

Dollars,  to  the  sum  of   Dollars;  ' '  which  resolution  was 

adopted  by  the  stockholders,  two-thirds  of  all  the  votes  represented  by  the 
whole  slock  of  said  corporation  being  in  favor  of  the  adoption  of  said 
resolution  and  voting  therefor. 


1648    CORPORATION  FORMS  AND  PRECEDENTS. 

Witness  our  hiiiuls  and  the  seal  of  said  corporation,  this   day  of 

,19.... 

[Corporate  Se.\x]  President. 

Secretary. 
STATE  OF  ILLINOIS,^ 

County  of ( 

being  dill}'  sworn,  on  oath  says,  that  he  is  President  of 

and   that    he   has   read   the   foregoing   certificate,   and   knows   the    contents 
tiiereof,  and  that  the  facts  therein  stated  and  set  forth  are  true. 

President. 
Subscribed  and  sworn  to  before  me  this  ....  day  of ,  19. . . . 


Kotary  Public. 

Form  1912. 

CERTIFICATE  OF  INCREASE  OF  CAPITAL  BY  ISSUING 
PREFERRED  STOCK— (ILLINOIS). 

STATE    OF    ILLINOIS,    ) 

'  ss  t 
County    of ( 

I   hereby   certify  that   at   a   special   meeting  of  the   stockholders   of  the 

Company,  held  on  the   day  of   , 

19.  . .  .,  at o'clock  ....   M.,  pursuant  to  notice  required  by  law, 

whieli  said  notice  was  delivered  personally  (or  deposited  in  the  postoffice)  at 
least  thirty  days  before  the  time  fixed  for  such  meeting,  properly  ad- 
dressed to  each  stockholder,  signed  by  a  majority  of  the  board  of  direc- 
tors of  said  corporation,  stating  the  time,  place  and  object  of  such  meet- 
ing, and  a  general  notice  stating  the  time,  place  and  object  of  such  meet- 
ing was   also   published   for   three   successive   weeks   in   the    ,   a 

newspaper  printed  in  Chicago,  in  the  County  of  Cook  and  State  of  Illi- 
nois, the  following  resolution  was  adopted,  at  least  two-thirds  of  all  the 
votes  represented  by  the  whole  stock  of  said  corporation  voting  therefor: 

Eesolved,  That  it  is  expedient  for  the  interest  of  this  Company  to  in- 
crease its  capital  stock  by  the  issue  of  an  additional  sum  of  .$1,000,000 
five  per  cent,  cumulative  preferred  stock;  that  the  capital  stock  of  said 
Company  be  so  increased,  and  that  such  additional  stock  be  issued  and 
be  offered  to  stockholders  for  subscription  at  par,  the  subscription  to  be 
payable  in  installments;    that   stockholders   of   record   on   the   books   of 

the   Company  at  the   close  of  business   on   the    ....    day   of    , 

19....,  shall  be  entitled  to  subscribe  for  the  new  stock  at  the  rate  of 
two-elevenths  of  their  then  record  holdings  of  the  present  existing 
stock;  that  subscriptions  for  the  new  stock  shall  be  made  and  delivered 

at   the    office    of   the   Secretary   of   the    Company,   No ,    

Street,  Chicago,  Illinois,  before   o  'clock,   . . . ,   M.,  on  the   day 


AMENDMENTS  AND  (11 AXGES.  1649 

of   ,  A.   D.   19....,  and  sluill   lie  jiayublu   in  four   instalhiienta 

as   follows: 

$25.00  per  share  on  the    day  of    

$25.00  per  share  on  the   day  of    

$25.00  per  share  on  the    day  of  ~ 

$25.00   jier  share  on   tlie    day   of    

that  the  right  of  a  stockholder  to  subscribe  for  any  portion  of  such  new 
stock  shall  be  considered  as  waived,  and  shall  be  lost  in  every  case 
where   the   stockholder's   written   subscription   .shall    not   be   received   at 

Baid  office   before  the   close   of   business   at    o'clock    ....    M.,   on 

the    day   of    ,   19....;   that   the   transfer  books  of  the 

company  be  closed  from  the  close  of  business  at o'clock  ....  M., 

on  the    day  of    ,  19.  . .  .,  until  the  opening  of  business 

at    o'clock    ....    M.,   on   the    day   of    ,   1'9....; 

that  all  shares  respecting  which  the  right  to  subscribe  may  be  lost 
shall  go  into  the  Treasury  of  the  Company;  that  regular  stock  cer- 
tificates covering  the  new  stock  shall  be  issued  only  upon  full  payment 
of  the  respective  subscriptions  and  only  for  whole  shares;  that  satis- 
factory subscription  receipts  be  issued  to  subscribers  upon  their  pay- 
ment of  the  first  installment  of  their  subscription;  that  payment  of  the 
second,  third  and  fourth  installments  be  appropriately  endorsed  upon 
such  receipts;  that  upon  full  })ayiiient  of  the  subscriptions  the  subscription 
receipt  be  exchangeable  for  regular  stock  certificates  covering  whole 
shares,  to  be  issued  to  the  holders  of  the  receipts  as  shown  by  the 
Company's  books;  that  the  subscription  receipts  shall  entitle  the 
recorded  holders  thereof  to  participate  according  to  their  actual  pay- 
ments for  whole  shares  proportionately  with  the  recorded  holders  of 
full  paid  stock,  in  any  dividends  on  the  preferred  stock  of  the  com- 
pany which  may  be  declared  after  the  date  above  fixed  for  the  payment 

for  the  first  installment  and  prior  to  the day  of ,  19.  ... , 

except  in  case  of  subscriptions  which  may  be  forfeited  for  non-payment 
of  any  of  said  installments,  and  in  such  cases  forfeiture  of  the  sub- 
scription shall  terminate  all  right  to  dividends  under  the  respective  re- 
ceipts covering  them,  or  upon  the  shares  subscribed  for  and  represented 
by  such  receipts;  that  such  participation  in  dividends  shall  be  only  to  the 
extent  of  the  amounts  which  shall  have  been  actually  paid  to  the  Com- 
pany as  above  called  for  upon  their  subscriptions  for  whole  shares, 
and  only  for  the  periods  of  time  during  which  the  Company  shall  have 
been  in  possession  of  the  respective  amounts  paid;  that  the  subscribers 
for  the  new  stock  be  permitted,  if  they  so  desire,  to  make  advance  de-»' 
posits  with  the  Company  for  application  upon  their  subscripti6n  in- 
stallments when  due,  and  be  allowed  interest  at  the  rate  of  six  per 
cent,  per  annum  upon  all  such  unapplied  deposits  which  shall  be  in  the 
hands  of  the  Company  not  less  than  ten  days;  that  the  holders  of  the 
receipts  shall  not  be  entitled  under  the  receipts  to  any  dividends  declared 
after  the  receipts  have  become  exchangeable  for  regular  stock  certifi- 
cates,  that   is   to   say,  to   any   dividends   declared   after   the    dav 

of   ,  19.  .1. 

Company, 

[Corporate  Se.\l]  

Secretary. 


1650     CORPORATION  FORMS  AND  PRECEDENTS. 

STATE   OF   ILLINOIS,    | 
County  of  Cook,  ( 

I     ,  being  duly  sworn,   declare   on   oath  that  I  am 

President  of  the  corporation  mentioned  in  the  foregoing  certificate,  and 
that  the  statements  therein  made  are  true  in  substance  and  in  fact. 

In   Witness   WJiereof   I   have    hereunto   set    my    hand    and    caused   the 
seal  of  said  corporation  to  be  affixed  this day  of ,  19.  . . . 


Sworn  and  subscribed  before   nio   this    day   of    ,  19... 

IN.S.] 

Notary    Public. 

See  generally  the  statutes  of  the  various  states.  See  generally  as  to  pre- 
ferred stock,  Cook  on  Corporations,  §§  2G7-278;  Clark  &  M.,  Corp.,  §§413- 
421. 

Form  1913. 

NOTICE  OF  INCREASE  OF  STOCK  FOR  PUBLICATION— 

(ILLINOIS). 

Public  notice  is  hereby  given,  that  at  a  special  meeting  of  the  stock- 
holders   of    The    ,    held    at    the    office    of    the    Company, 

Ifoom    ,   No Street,    Chicago,   Illinois,   on   the 

day  of ,  A.  D.  19 ,  at  the  hour  of o  'clock  ...  M., 

a    resolution    was    adopted   by   the    stockholders    increasing   the    capital 

stock    of    The    from    Ten    Thousand    Dollars    ($10,000)    to 

One  Hundred  Thousand  Dollars  ($100,000)  and  that  a  certificate  of  such 
action  has  been  filed  in  the  Office  of  the  Secretary  of  State  of  the  State 
of  Illinois  and  in  the  office  of  the  Recorder  of  Deeds  in  Cook  County, 
Illinois,  as  provided  by  law. 

Chicago,    Illinois,    ,    19 ...  . 


President. 


Secretary. 
See  as  to  the  necessity  for  such  notice  the  various  statutes  regulating  the 
mode  of  increasing  the  capital   stock. 

Form  1914. 

NOTICE  OF  INCREASE  OF  STOCK  BY  ISSUING  PRE- 
FERRED STOCK— (ILLINOIS). 

STATE   OF  ILLINOIS,    ) 

-  /,     1  >  ss: 

County  of  Cook,  I 

Public   notice   is   hereby  given   that   a   Special   Meeting  of   the   stock- 
holders  of   the    Company,   a   corporation,    will    be    held    at 

the  office  of  the  Company  at  Eoom  No ,  No Boulevard,  in 

the  City  of  Chicago,  Illinois,  on  the day  of   ,  A.  D.  19 , 

at  the  hour  of o'clock  in  the   noon  for  the  object  and  purpose 

of  considering  and  voting  upon  the  question  and  proposition  to  increase 

the  Capital  Stock  of  said  Corporation  to  $ ,  or  such  other  sum 

as  may  be   determined  upon   at  said  meeting;   said   capital  stock  to  be 
divided  into  Preferred  Stock  and  Common  Stock,  as  may  be  determined 


AMENDMENTS  AND  CHANGES.  16j1 

and  agreed  upon  at  said  meeting  and  for  the  transaction  of  such  other 
business  as  may  come  before  the  meeting. 

Dated,  Chicago,  Illinois,    ,  A.  D.   19.  .  .  . 


Directors  of   The    Company. 

See  generally  as  to  preferred   stock,  Cook   on  Corporations,   §§267-278; 
Clark  &   M.,  Corp.,   §§413-421. 

Form  1915. 

NOTICE     OF     INCREASE     OF     CAPITAL     BY     ISSUING 

CUMULATIVE  PREFERRED  STOCK  AT  ANNUAL 

MEETING— (ILLINOIS) . 

Public   notice   is   hereby   given   that   at   the   adjourned   second   annual 

meeting   of    the    stockholders    of   the    Company,    duly    held 

at    the    general    office    of    the    Company    in    the    City    of    Chicago,    Cook 

County,  Illinois,  on  the    .......    day   of    ,   19....,  at   the   hour 

of    o'clock    ...    M.,    the    stockholders    by    a    vote    of   the    whole 

capital  stock  of  the  Company  then  outstanding  voting  in  favor  thereof, 
voted  to  and  did  increase  the  capital  stock  of  the  Company  from 
Fifteen  Thousand  Dollars  ($15,000.00)  divided  into  one  hundred  and 
fifty  shares  of  the  par  value  of  One  Hundred  Dollars  per  share,  to  One 
Hundred  Thousand  Dollars  ($100,000.00)  divi<led  into  one  thousand 
shares  of  the  par  value  of  One  Hundre<l  Dollars  per  share,  of  which 
five  hundred  shares  is  Preferred  Stock  and  five  hundred  shares  is  Com- 
mon Stock;  the  Preferred  Stock,  in  preference  to  the  .Common  Stock, 
and  before  any  dividends  shall  be  declared,  set  aside  or  paid  to  the 
Common  Stock,  is  entitled  to  cumulative  dividends  at  the  rate  of 
seven  per  centum  yearly,  and,  on  distribution  of  assets,  to  the  payment 
of  its  par  value  and  the  amount  of  such  cumulative  dividends  then 
unpaid,  but  to   no  other  dividend   or  payment. 


President. 
See  generally  as  to  preferred  stock.  Cook  on  Corporations,   §§267-278; 
Clark  &  M.,  Corp.,  §§413-421. 

Form  1916. 

NOTICE  OF  INCREASE  OF  COMMON  STOCK— PRE- 
FERRED STOCK  NOT  CHANGED— (ILLINOIS). 

Public  notice  is  hereby  given  that  at  a  special  meeting  of  the  stock- 
holders   of    Company,    a    corporation    duly    organized    and 

existing  under  and  by  virtue  of  the  laws  of  the  State  of  Illinois,  held 
at  the  office  of  said  Company,  No Street,  Chicago,  Illinois, 


1652    CORPORATION  FORMS  AND  PRECEDENTS. 

on  the day  of ,  A.  D.  19 ,  at o  'clock  . . .  M., 

pursuant    to   notice    thereof    duly    given    according   to    law,    the    capital 

stock  of  said  corporation  was  increased  from   Dollars 

($ )    (the  present  authorized  issue  of  capital  stock)   to   

Dollars    ($ )    of    capital    stock    and    the    number    of    shares    of 

capital  stock  was  increased  from shares  to  shares,  by 

the   issue    of    shares    of   common   capital   stock,    each   of   said 

shares  to  be  of  the  par  value   of    Dollars    ($ ) — no 

change  or  alteration  in  the  preferred  capital  stock  of  the  corporation 
having  been  made  thereby, — stockholders  representing  more  than  two- 
thirds  of  the  entire  capital  stock  of  said  corporation  being  present  in 
person  or  by  proxy  and  voting  in  favor  of  said  increase,  and  that  cer- 
tificates of  such  increase  have  been  duly  filed  with  the  Secretary  of 
State  of  the  State  of  Illinois  and  with  the  Recorder  of  Deeds  of  Cook 
County,  Illinois,  as  by  law  required. 

Dated   Chicago,   Illinois,    ,   19.... 


President. 

Attest: 


Secretary. 


Attorney. 
See   generally   the   various   statutes   prescribing   the   mode   of   increasing 
corporate  stock. 

See   notes  to   next   preceding  form. 


Form  1917. 

PUBLISHED  NOTICE  OF  INCREASE  OF  COMMON  STOCK 
—PREFERRED  STOCK  NOT  CHANGED— (ILLINOIS). 

Public  notice  is  hereby  given  that  at  a  special  meeting  of  the  stock- 
holders  of    Company,  a  corporation   duly   organized  and 

existing  under  and  by  virtue  of  the  laws  of  the  State  of  Illinois,  held 

at  the  office  of  said  company.  No Street,  Chicago,  on  the 

day  of  ,  A.  D.  19 . .  . . ,  at  o  'clock  . . .  M.,  pur- 
suant to  notice  thereof  duly  given  according  to  law,  the  capital  stock 
of  said  corporation  was  increased  from  Eight  Hundred  Thousand 
Dollars  ($800,000)  (the  present  authorized  issue  of  capital  stock)  to 
One  Million  Three  Hundred  Thousand  Dollars  ($1,300,000)  of  capital 
stock  and  the  number  of  shares  of  capital  stock  was  increased  from 
8,000  shares  to  1.3,000  shares  by  the  issue  of  5,000  shares  of  common 
capital  stock,  each  of  said  shares  to  be  of  the  par  value  of  One 
Hundred  Dollars  ($100.00) — no  change  or  alteration  in  the  preferred 
capital  stock  of  the  corporation  having  been  made  thereby, — stockholders 
representing  more  than  two-thirds  of  the  entire  capital  stock  of  said 
corporation  being  present  in  person  or  by  proxy  and  voting  in  favor  of 
said   increase,   and   that   certificates   of   such   increase   have   been   duly 


AMENDMENTS  AND  CHANGED.  1G53 

filed  with  the  Secretary  of  State  of  the  State  of  Illinois  aii<l  with   the 
Recorder  of  Deeds  of  Cook  County,  Illinois,  as  required  Vjy  law. 
Dated  Chicago,  Illinois,    ,  A.  I).   10.  .  .  . 


President. 

Attest: 


Secretary. 
Sec  generally  as  to  the  necessity  of  such  notice,  the  various  statutes  reg- 
ulating the  increase  of  capital  stock. 

Form  1918. 

NOTICE  OF  SPECIAL  MEETING  TO  INCREASE  CAPITAL 

STOCK  AND  REORGANIZE  THE  COMPANY— 

(ILLINOIS). 

General  Offices  of  ,  Chicago,  111. 

Chicago,    ,    19 ...  . 

Dear  Sir:    At  a   meeting  of  the   Board  of  Directors  of    , 

hereinafter  called  the  Company,  held  at  the  Company's  General  office 
in  Chicago,  on  ,  19.  . .  .,  it  was  resolved  that  a  special  meet- 
ing of  the  stockholders  of  said  Company  be  called  to  be  held  at  the 
time  and  place,  and  for  the  purposes  hereinafter  set  forth. 

Notice  is  hereby  given  you  that  a  special  meeting  of  said  stockholders 

will  be  held  at  the  office  of  the  Company,  Room  No ' Building, 

No ,    Street,   Chicago,   Illinois,   on    ,   19....,   at 

o'clock    ...    M.,   for  the   following  purposes,   to-wit: 

(1)  To  consider  and  vote  upon  the  question  of  increasing  the  Com- 
pany's capital  stock  from  Five  Hundred  '  housand  Dollars  to  One  Million 
Dollars  (to  be  divided  into  10,000  shares  of  a  par  value  of  $100  each). 

(2)  To  consider  and  vote  upon  the  question  of  the  reorganization 
of  the  Company  (after  such  increase  of  capital  stock)  on  the  following 
basis: 

(a)  The  now  outstanding  5,000  shares  of  the  capital  stock  of  the 
Company  shall  be  deposited  with  the  Company,  and  cancelled,  and  said 
Company  will  forthwith  issue  and  deliver  to  the  present  stockholders 
respectively,  certificates  (in  the  respective  names  of  the  depositors  or 
their  assigns,  so  that  the  present  shareholders  shall  receive  one  share  of 
second  preferred  stock  in  Heu  of  each  share  now  owned)  for  5,000 
shares  of  second  preferred  stock  entitled  to  cumulative  preferential 
dividends  at  the  rate  of,  but  never  exceeding,  8  per  cent,  per  annum 
on  par  value,  payable  from  profits  after  payment  of  all  accuniulate<l 
dividends  on  the  first  preferred  stock  hereinafter  mentioned,  and  be- 
fore payment  of  any  dividends  on  common  stock,  at  such  times  as  the 
Board  of  Directors  shall  determine,  and  having  on  the  liquidation  or 
dissolution  of  the  Company,  preference  over  common  stock  as  to  unpaid 
dividends,  and,  to  the  extent  of  its  par  value,  to  the  distributive  share 
of  the  assets. 

(b)  As  a  part  of  said  increase  of  capital  stock  $250,000  of  the  Com- 
pany's surplus  shall  be  capitalized;  2.500  shares  of  common  stock  shall 
be  issued  therefor,  and  a  stock  diviiloud  of  ono-half  share  on  each  sliare 


1654     CORPORATION  FORMS  AND  PRECEDENTS. 

of  the  present  outstanding  5,000  shares  of  stock  shall  be  declared.  One- 
half  of  such  stock  dividend,  viz:  1,250  shares  shall  be  given  by  the 
present  shareholders  to  the  purchasers  of  the  $250,000  first  preferred 
stock  hereinafter  described  as  an  inducement  to  purchase  such  first  pre- 
ferred stock.  After  the  payment  of  the  dividends  on  the  preferred 
stocks,  dividends  may  be  declared  on  the  common  stock  from  time  to 
time  out  of  the  surplus  earnings,  or  net  profits  of  the  Company,  in  such 
amounts  as  the  Board  of  Directors  in  its  discretion  shall  determine. 
In  the  event  of  the  liquidation  or  dissolution  of  the  Company  after  the 
payment  of  accrued  and  unpaid  dividends  on,  and  the  par  value  of,  the 
first  and  second  preferred  stocks  as  herein  provided,  the  common  stock 
shall  be  entitled  to  the  entire  assets  remaining. 

(c)  Two  Hundred  and  Fifty  Thousand  ($250,000)  Dollars  of  first 
preferred  stock  entitled  to  cumulative  preferential  dividends  at  the  rate 
of,  but  never  exceeding,  8  per  cent,  per  annum  on  par  value,  payable 
from  profits  at  such  time  as  the  Board  of  Directors  shall  determine,  and 
having  on  the  liquidation  or  dissolution  of  the  Company  preference  over 
all  other  stock  as  to  unpaid  dividends,  and,  to  the  extent  of  its  par 
value,  to  the  distributive  share  of  the  assets,  shall  -be  issued  and  offered 
for  sale  at  par  for  cash.  Purchasers  thereof  shall  receive  from  the 
present  shareholders  one-half  share  of  said  common  stock  with  each 
share  of  first  preferred  stock  as  above  provided  to  be  given.  Each  of 
the  existing  shareholders  shall  have  the  right  to  subscribe  for  and 
purchase  at  its  par  value  such  a  proportion  of  said  first  preferred  stock 
as  the  number  of  existing  shares  owned  by  him  at  the  time  of  said 
meeting  bears  to 'the  whole  number  of  shares  of  the  Company  before 
said  increase  of  said  capital  stock.  If  such  shareholder  shall  not  within 
twenty  (20)  days  after  the  meeting  authorizing  the  increase  of  the 
capital  stock  and  reorganization  of  the  Company  on  the  basis  herein 
outlined,  subscribe  for,  or  offer  to  purchase  at  its  par  value  such  pro- 
portion of  said  preferred  stock,  the  Board  of  Directors  shall  then  have 
full  .power  to  sell  at  its  par  value  to  any  person  or  persons  such  pro- 
portion of  said  preferred  stock  as  well  as  all  preferred  stock,  for  .which 
the  existing  shareholders  shall  not  have  expressed  to  the  Company  a 
desire  to  subscribe. 


A  majority  of  the  Directors  of  the    

See  Forms  1906-1909,  1913-1917,  supra,  and  notes  thereunder.  Con- 
sult also  Index,  post,  title,  increase  of  capital  stock. 

Form  1919. 

RECEIPT  OF  NOTICE,  AGREEMENT  AND  PROXY— 
(ILLINOIS). 

Know  all  Men  by  these  Presents,  That  I,  the  undersigned,  do  hereby 
acknowledge  the  receipt  of  the  foregoing  notice,  which  has  been  duly 
served   upon    me   according  to   law,   and   I  being   the   owner   of    


AMENDMENTS  AND  CHANGES.  1655 

shares   of   the   capital   stock   of    do    hereby   constitute   and 

appoint    and    ,   or    either    of   them,    my    true    and 

lawful  att9rneys  in  my  name,  place  and  stead,  to  vote  upon  the  stock 
owned  by  me  or  standing  in  my  name,  as  my  proxy,  at  the  special 
meeting  of  the  stockholders  of  said  Company,  to  be  held  at  the  Com- 
pany's offices   in  Chicago,  on    ,   19.  ..  .,  or  on  such  other 

date  as  the  meeting  may  thereafter  be  held  by  adjournment  or  other- 
wise, or  at  any  other  meeting  or  meetings,  regular  or  special,  of  the 
stockholders  of  the  Company,  called  or  held  for  the  purpose  of  con- 
sidering or  voting  upon  the  question  of  the  reorganization  of  the 
Company,  as  set  out  in  said  notice,  acconling  to  the  number  of  votes 
I  would  be  entitled  to  cast  if  personally  present  and  to  represent  me  as 
a  stockholder  of  said  Company,  and  I  authorize,  empower  and  direct  my 
attorneys,  or  either  of  them,  to  agree  and  consent,  for  me  in  my  behalf, 

to    the   plan    of   reorganization    of    as    described    in 

said  notice,  and  I  do  hereby  agree  and  consent  to  said  plan,  and  I 
authorize,  empower  and  direct  my  said  attorneys  or  either  of  them,  to 
receipt  for  and  turn  over  for  rac  pro  rata  to  the  purchasers  of  the 
$250,000  first  p^eferred  stock,  one-half  of  the  stock  dividend  to  be  de- 
clared, and  to  agree  to  exchange  the  stock  now  owned  by  me  for  second 
preferred  stock,  to  receipt  for  stock  to  be  issued  to  me,  and  to  authorize 
the  cancellation  by  the  Company  of  the  stock  now  owned  by  me,  all  as 
set  forth  in  said  notice,  hereby  granting  the  said  attorneys  and  each  of 
them  full  power  and  authority  to  act  for  me  and  in  my  name  at  the 
said  meeting  or  meetings,  in  voting  for  any  and  all  of  the  matters  and 
things  mentioned  or  referred  to  in  said  notice,  and  in  the  transaction  of 
such  other  business  as  may  come  before  such  meeting  or  meetings,  anil 
in  the  doing  of  any  matter  or  thing  at  said  meeting  or  meetings,  or 
herein  provided  for,  as  fully  as  I  coulil  do  if  personally  present,  hereby 
ratifying  all  that  my  attorneys  or  either  of  them,  may  do  in  my  place, 
name  and  stead,  by  virtue  of  these  presents. 

In    Witness    Whereof,    I    have    hereunto    set    my    hand    and    seal    this 

day  of    ,  19 

[Seal] 

Witnessed    by: 


See  generally  as  to  the  right  to  waive  the  statutory  notice,  Cook  on 
Corporations,  §599.  See  generally  as  to  the  effect  of  waiver  or  ratification 
by  a  stockholder,  Cook  on  Corporations,   §  286. 

See  for  other  forms  of  waiver  of  notice,  Forms  173,  176,  11.39-1141, 
1145,  supra,  and  notes  thereunder. 

See  for  other  forms  of  proxies,  chapter  XX,  supra,  and  Forms  1982, 
1996,   2014,   post. 

The  above  form  and  the  preceding  form  may  be  combined  and  may 
be  varied  according  to  the  method  in  which  the  proposed  increase  of  stock 
is  to  be  issued. 


1656    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1920. 

MINUTES  OF  SPECIAL  MEETING  OF  STOCKHOLDERS  TO 

INCREASE  CAPITAL  STOCK  AND  REORGANIZE 

COMPANY— (ILLINOIS) . 

A  special  meeting  of  the  stockholders  of Company  was  held  on 

,  19 ,  at  the  office  of  the  Company,   ,  in  the  City  of 

,  County  of ,  and  State  of  Illinois: 

There  were  present: 

,  owning shares,  in  person, ,  owning 

shares,  in  person ,  owning shares,  by. 

,  his  duly  authorized  proxy  and  attorney  in  fact, , 

owning    shares,   by    ,   his   duly   authorized   proxy   and 

attorney  in  fact.  Said  persons  so  present  or  represented  by  proxies  being 
stockholders  and  being  all  the  stockholders  of  the  Company  and  the  whole 

of  the  capital  stock  of  the  Company,  that  is  to  say,  the  shares 

issued  and  outstanding,  being  represented. 

The  meeting  was  called  to  order  by  Mr ,  President,  and  there- 
upon the  Secretary  presented  and  read  the  notice  of  the  directors  convening 
the  meeting,  and  also  his  affidavit  thereto  attached,  that  he  delivered  per- 
sonally,  or   deposited  in  the  post-office  at    ,  at  least  thirty  days 

before  ,  19....,  said  notice  properly  addressed  to  each  stock- 
holder, signed  by  a  majority  of  the  Directors  of  said  Company,  which 
said  notice  and  affidavit  were  as  follows: 

(Here  insert  notice  and  affidavit.) 

Thereupon  the  Secretary  presented  and  read  the  general  notice  of  the  time, 
place  and  object  of  the  meeting,  together  with  a  certificate  that  the  same 
was  published  for  three  (3)  successive  weeks  in ,  a  secular  news- 
paper of  general  circulation,  printed  in  the  City  of   ,  County  of 

,  and  State  of  Illinois,  which  said  notice  and  certificate  were  as 

follows : 

(Here  insert  notice  and  certificate.) 

On  motion   of   Mr ,  the   following  resolution  was  adopted,  all 

present   voting   therefor. 

Resolved  that  the  President  appoint  Air ,  to  examine  all  proxies 

that  may  be  presented,  and  that  the  Secretary  call  the  roll  of  stockholders, 

and  Mr shall,  as  the  names  are  called,  file  all  proxies  with  the 

Secretary. 

The  President  appointed   Mr to  perform   the   duties  in  said 

resolution  set  forth,  and  thereupon  the  Secretary  proceeded  to  call  the 
roll,  and  all  of  the  proxies  being  filed  with  the  Secretary,  and  it  appearing 
that  all  of  the  stockholders  were  present  either  in  person  or  by  proxy, 
the  President  declared  the  meeting  duly  organized  for  the  purpose  of  consid- 
ering the  questions  submitted  by  the  directors  in  said  notice  first  herein 
mentioned. 

Thereupon  it  was  moved  and  duJy  seconded  that  said  notices  together 
with  the  respective  proofs  of  personal  service  and  mailing  and  publication 
thereto  attached  as  hereinbefore  stated,  be  filed  and  a  copy  thereof  be 
spread  upon  the  minutes  of  the  meeting,  and  the  same  was  unanimously 
carried. 


AMENDMENTS  AND  CHANGES.  1657 

Thereupon   ?>Ir offered  the  following  resolution: 

"Kesolved  that  the  capital  stock  of  the Company  be  increased 

from   .  .   Dollars  to  the  sum  of Dollars, ' '  and  moved  the 

adoption  of  taid  ri'solution.    Such  motion  was  duly  seconded  by  .Mr , 

and  thereupon  said  motion  that  said  resolution  be  adopted  was  submitted 
to  the  vote  of  the  stockholders  in  meeting  convened.     The   whole  number 

of  votes  cast  was   ,  all  of  which  were  in  the  affirmative,  and  in 

favor  of  said  motion  that  said  resolution  be  adopted. 

The  whole  number  of  shares  of  the  Company  having  voted  in  the  aflirma- 
tive,  and  in  favor  of  said  motion  that  said  resolution  be  adopted,  the 
resolution  was  thereupon  by  the  President  declared  adopted. 

The    following    resolution    was    then    presented    and    on    motion    of    Mr. 

,    duly   seconded  by    Mr ,   the   same   was   unanimously 

adopted,  all  of  the  stockholders  of  the  Company  voting  therefor. 

Resolved  that  the  President  of  the  corporation  be  instructed  to  file  in 
the  office  of  the  Secretary  of  State  of  the  State  of  Illinois,  and  also  in  the 

office  of  the  Kecorder  of  Deeds  of   County,  as  provided  by  law, 

certificates  verified  by  affidavit,  that  a  resolution  that  the  capital  stock  of 

the Company  be  increased  from Dollars  to  

Dollars,  A\as  on   ,  19 ,  duly  adopted  by  the  stockholders,  all 

the  votes  represented  by  the  whole  stock  of  said  corporation  being  in  favor 
of  the  adoption  of  said  resolution  and  voting  therefor,  and  that  said  Presi- 
dent be  instructed  to  file  said  certificates  at  the  earliest  possible  moment. 

Upon  motion  duly  made  by  Mr ,  and  seconded  by  Mr , 

and  by  the  affirmative  vote  of  all  the  stockholders  present  or  represented  by 
proxies,   the   following  resolutions   were   duly  adopted: 

Eesolved  that  the  plan  of  re-organization  in  said  notice  sent  to  the 
stockholders  of  the  Company  of  the  holding  of  this  meeting,  a  copy  of 
which  notice  has  been  heretofore  read  and  ordered  spread  upon  the  minutes 
of  this  meeting,  be  approved  of  and  agreed  to  by  the  stockholders  of  the 
Company  and  the  respective  stockholders  of  the  Company  do  respectively 
and  unanimously  approve  of  and  agree  and  consent  to  the  re-organization  of 
the  Company  on  the  basis  in  said  notice  outlined,  and  that  the  Board  of 
Directors  and  the  Executive  Committee  and  the  officers  of  the.  Company, 
and  each  of  them,  are  hereby  vested  with  all  powers  which  the  stockholders 
can  confer  and  which  may  be  necessary  or  proper  to  carry  said  re-organiza- 
tion into  complete  effect. 

Eesolved  further  that  the  stockholders  of  the  Company  unanimously 
consent  to  and  authorize  and  empower  the  division  of  the  capital  stock 
of  the  Company  into  three  classes  of  stock,  in  the  amounts  and  of  the  nature 

following,   and  the   creation  of    shares  of  first  preferred   stock 

representing Dollars;   shares  of  second  preferred  stock 

representing    Dollars;    and    shares   of    common   stock 

representing Dollars ;  said  first  preferred  stock,  second  preferred 

stock  and  common  stock  to  be  of  the  nature  and  character  and  bear  the 
respective  relationship  to  one  another  and  have  the  respective  rights  of 
prefennue  as  to  dividends  and  assets  as  specified  in  said  notice  last 
mentioned. 

That  the  certificate  for  said  first  preferred  stock  be  in  form  following: 
(Here  insert  form.) 


1658    CORPORATION  FORMS  AND  PRECEDENTS. 

That  the  certificate  for  said  second  preferred  stock  be  in  form  following: 

(Here  insert  form.) 

That  the  certificate  for  said  common  stock  be  in  form  following: 

(Here  insert  form.) 

Kesolved  further  that  each  of  the  stockholders  of  the  Company  will 
and  he  hereby  agrees  with  each  of  the  other  stockholders  to  deposit  with 
the  Company  the  number  of  shares  of  stock  now  owned  by  him,  and  that 
said  shares  so  deposited  may  be  surrendered  and  retired,  and  on  such 
surrender  and  retirement  he  will  take  in  lieu  of  and  in  exchange  for 
said  shares  so  deposited,  surrendered  and  retired,  an  equal  number  of 
shares  of  said  second  preferred  stock  of  the  Company,  which  said  second 
preferred  stock  shall  be  in  substitution  of  the  now  existing  stock  of  the 
Company,  and  that  the  President  and  Secretary  of  the  Company  be  and 
they  hereby  are  directed  to  prepare  new  certificates  of  second  preferred 
stock  in  accordance  with  this  plan,  and  cause  the  same  to  be  issued  to 
the  shareholders  on  their  surrender  of  the  old  certificates  for  the  now  out- 
standing stock.  , 

On  motion  of  ^Ir ,  the  meeting  was  adjourned. 


Secretary, 
See  generally  the  statutes  of  the  various  states  prescribing  the  manner 
in  which  capital  stock  may  be  increased. 
See  Forms  1918.  1919,  supra,  and  2016,  post. 

Form  1921. 

LETTER  TO  STOCKHOLDERS  IN  RE  APPLICATION  FOR 
INCREASED  STOCK— (ILLINOIS). 

We  enclose  herewith  two  blank  forms  of  application,  one  entitled  "Appli- 
cation for  Stock,"  to  be  signed  and  returned  to  the  Company  in  the  event 
that  you  desire  to  personally  subscribe  for  your  pro  rata  of  such  increased 
stock;  the  other  entitled  "Application  for  Warrant,"  to  bp  signed  and 
returned  to  the  Company  in  the  event  that  you  desire  to  sell  or  dispose  of 
your  privilege  of  subscribing  for  your  pro  rata. 

Kindly  sign  the  form  of  application  which  you  prefer  and  return  the 
same  promptly  to  the  Company,  and  in  case  you  cannot  attend  the  stock- 
holders' meeting,  sign  and  return  the  enclosed  proxy. 

See  generally  as  to  the  prior  right  of  stockholders  to  subscribe  for  in- 
creased ^ock.  Cook  on  Corporations,   §  286 ;   Clark  &  M.,  Corp.,   §  407. 

See  as  to  measure  of  damages  for  failure  to  accord  such  right,  Stokes  v. 
Continental  Trust  Co.,   186  N.  Y.   285. 

See  as  to  waiver  of  right,  Hall  v.  Hall,  30  Ohio  Circuit  Court  Rep.  826. 

Form  1922. 
APPLICATION  FOR  STOCK. 

To  the  Company : 

The  undersigned,  owning shares  of  stock  of  The 

Company,  desires  to  avail  himself  of  the  privilege  of  subscribing  for  his  pro 
rata  of  the  increase  of  the  capital  stock  of  the  Company  to  be  made  and 
issued  as  proposed  by  the  circular  letter  of  the  Company  to  stockholders 


AMENDMENTS  AND  CHANGES.  1659 

dated    19.  .  .  .,   ami    iloes   hereby   subscribe   for   the 

proportion  of  sik  h  new  stock  to  which  lie  may  be  entitled,  and  agrees  to 
make  payment  tor  siiiil  subscription  at  i);ir  i)ursuant  to  the  terms  and  con- 
ditions to  be  specified  in  the  offer  to  stockhoMers  of  such  increased  stock. 

Dated,  19 

(Xiimo)     

(Address)     

See   form   next   prc<('dint^. 

See  as  to  the  rijjht  of,  stockholders  to  subscrilte  for  increased  stock  at 
par,  Cook  on  Corporations,  S2SG;   Clark  &  M.,  Corp.,  §  4U7i. 

Form  1923. 
APPLICATION  FOR  WARRANT. 

To  the   Company : 

The  undersigned,  owning shares  of  stock  of  The   

Company,  hereby  requests  that  upon  the  capital  stock  of  The 

Company  being  increased   and  offered  to  stockholders  as  provided   in  the 

circular  letter  of  the  Company  to  its  stockholders,  dated   ,  19. . .  ., 

a  warrant  shall  be  issued  by  the  Treasurer  of  the  Company  to  the  under- 
signed specifying  the  amount  of  stock  to  which  he  is  entitled  to  subscribe 
and  having  a  form  of  assignment  endorsed  thereon. 

Dated,   ,  19 

(Name)    

(Address)    

The  above  form  may  be  enclosed  with  the  i)receding  form  and  should 
be  executed  where  the  stockholder  desires  to  disj)Ose  of  his  right  to  sub- 
scribe for  a  pro  rata  share  of  the  increased  stock. 

Bee  notes  to  two  forms  next  preceding. 

Form  1924. 

LETTER  TO  STOCKHOLDERS  CONCERNING  INCREASE 

OF  STOCK  AND  RIGHT  TO  SUBSCRIBE  THEREFOR— 

(ANOTHER  FORM). 

,  19.--- 

To  the  StockhoMers  of    : 

Your  Board   of  Directors  have   considered   the  reconnnendation  made   at 

the    Meeting  of  the   Stockholders,   and   unanimously  voted   in 

favor  of  tlio   proposition   to   increase  the   Capital   Stock   of  your-  Company 

froni   $ to   $ in  order   to   provide   funds  for   adding  to 

the  manufacturing  facilities  of  your  Company. 

We   enclose   herewith    notice    of   special   meeting    of   Stockholders   to   be 

held  at    ,  on    ,   19 at    o'clock 

....  M.,  for  the  ])urj)ose  of  voting  upon  the  question  of  so  increasing  the 
Capital  Stock  of  the  Company. 

In  case  the  Caj>ital  Stock  be  increased  it  is  proposed  that  the  privilege 
shall  be  given  to  each  Stockholder  of  record  at  the  close  of  business  on 

19.  .  .  .,  to  subscribe  for  his  proportion   (being 

per  cent  of  his  holdings)   at  the  rate  of  $100   (par)  per  share. 


1660    CORPORATION  FORMS  AND  PRECEDENTS. 

Holders  of.  Entitled  to  Holders  of.  Entitled  to 

Subscribe  to.  Suljscribc  to. 


The  new  issue  of  stock,  if  authorized,  will  be  offered  subject  to  the  fol- 
lowing conditions: 

Payment  for  the  stock  subscribed  to  be  made  in  cash  between ., 

and ,  on  which  latter  date  the  privilege  shall  cease. 

The  stock  subscribed  and  paid  for  to  be  issued  on  and  after 

and  to  carry  all  dividends  declared  after   

Stockholders  entitled  to  subscribe  to  fractional  shares  to  have  privi- 
lege of  applying  therefor  in  the  same  manner  as  full  shares,  and  upon 
payment,  to  receive  full  paid  receipts  (carrying  neither  interest  nor  divi- 
dends), which  shall  be  transferable  and  may  be  converted   into   stock  on 

and  after    ,  when   the  fractions   surrendered  make  whole 

shares. 

No  right  to  receive  stock  shall  accrue  to  any  Stockholder  unless  the 
terms  of  subscription  be  fully  complied  with  and  payment  made  at  the 
time  stated;  and  no  subscriptions,  or  assignment  of  the  privilege,  shall  be 
recognized  unless  made  on  the  forms  furnished  by  the  Company. 

We  enclose  two  blank  forms  of  application,  marked  "No.  1";  and  "No. 
2." 

If  you  desire  to  personally  subscribe  for  the  pro  rata  of  the  new  issue 
of  stock  to  which  you  may  be  entitled,  application  "No.  1"  should  be 
signed. 

If  you  prefer  to  sell  or  dispose  of  the  privilege  of  subscribing,  applica- 
tion ' '  No.  2  ' '  should  be  signed. 

Please  sign  and  return  to  the  Company  the  one  which  you  prefer,  which 
in  either  case  should  be  accompanied  by  your  proxy,  unless  you  personally 
intend  to  be  present  at  the  Stockholders'  meeting. 


Secretary. 
If  the  above  form  of  letter  to  stockholders  be  used,  there  should  be  en- 
closed therewith  form«  of  "Application  for  stock,"  Form  1922,  supra,  and 
"Application   for  warrant,"   Porm   1923,  supra,  together  with  a  form   of 
proxy  for  the  meeting. 

Form  1925. 

SUBSCRIPTION. 

,  19.... 

To  the  Treasurer  of   : 

The  undersigned  hereby  subscribe.  .  for  the  sto'-k  covered  1jy  this  Warrant. 


(Signature)     .  . 
(Address) 


Note:  The  stock  subscribed  for  on  this  Warrant  must  lie  paid  for  at 
the  rate  of  One  Hundred  Dollars  ($100)  per  share;  and  this  Warrant 
must  be  surrendered  and  payment  made  of  such  subscription  on  or  before 
,19.... 


AMENDMENTS  AND  CHANGES.  1661 

Form  1926. 

ASSIGNMENT. 

,19 

To  the  Treasiiier  of : 

The  right  to  make  the  within  siihscript  inn  is  horoliv  assi^jned  to 


(Address  of  Party  to  whom  assigned)  ' 

(Signature  of  Stockholder)    

(Address)      

Witness : 

(Signature)    

(Address)    

Note:     For  stock   held   by  estates  or   in   trust   this  assignment   must  be 
executed  by  all  the  Executors,  Administrators  or  Trustees. 

(This  should  be  endorsed  on  the  preceding  form  of  subscription.) 

Form  1927. 
STOCK  ALLOTMENT  19.  .  RECEIPT. 

CAPITAL  STOCK. 
The Company, 

Shares.  Building.  No 

$ ,111.,       ,19.... 

This  is  to  certify  that  The Company  has  received 

Dollars  in   full   payment  for    Shares  of  the  Capital 

Stock  of  the  Company  subscribed  for  at  $50  per  Share  under  resolution 

of  the  Board  of  Directors,   duly  adopted   ,   19.  ... ,  and   that 

or  assigns  is  entitled  to  the  certificates  therefor,  Stock 

Certificates  dated    ,   19....,  issued   in   the  above  name  for 

this  subscription  will  be  ready  for  delivery  on  and  after   , 

19....,   and  can   be   obtained   only  upon   surrender   of  this   receipt   at  the 
Stock  Transfer  Office  of  the  Company,  No Building, 

Should  this  receipt  be  assigned,  the  form   on  the  back  hereof  must  be 
used  for  that  purpose. 

Countersigned:  . 


Treasurer.  President. 

Notice:    Signatures   to   all   powers  of   attorney   and   also    all   powers   of 

substitution  nnist  be  guaranteed  by  party  presenting  certificate  of  stock 
for  transfer. 

(ENDORSEMENT.) 

For  Value  Received   hereby  sell,  assign  and  transfer  unto 

Shares  of  the  Capital  Stock  represented 

by  the  within  Certificate  and    do  hereby  irrevocably  constitute 

and  appoint   Attorney  to  transfer  the  said  Stock  on  the 

books  of  the  witliiu  naiiu'd  Company  with  full  power  of  substitution  in 
the  premises. 

Dated ,  19 

In  presence  of 


[Seal] 


1662    CORPORATION  FORMS  AND  PRECEDENTS. 

Notice:  The  signature  to  this  Assignment  must  correspond  with  the 
name  as  written  upon  the  face  of  the  Certificate  in  every  particular  with- 
out alteration  or  enlargement  or  any  change  whatever. 

The  above  form  of  receipt  may  be  used  where  the  new  stock  is  not 
ready  for  distribution  at  the  time  the  amount  of  the  subscription  is  paid. 

Form  1928. 
STOCK  ALLOTMENT  19.  .  WARRANT. 

The  Company. 

Shares.  '^o 

Office  of  the  Treasurer,   Building. 

'. ,  111., ,  19---- 

This  is  to  certify  that    ,  or  assigns,   is  entitled  to  subscribe 

for shares  of  the  Capital  Stock  of  this  Company  in  accord- 
ance with  Resolution  of  tlie  Board  of  Directors,  duly  adopted, , 

19.  .  . .,  upon  surrender  hereof  at  this  office,  between and 

, ^  19 ^  inclusive..    Payment  for  this  Subscription  must 

be  made  at  the  rate  of  $50.00  per  share  in  Two  Installments  as  follows: 

First  installment,  Fifty  per  cent  or  $25.00  per  share,  at  the  time  of  mak- 
ing the  subscription,  between  March  2nd  and  15th,  19 ,  inclusive. 

Second  installment,  Fifty  per  cent  or  $25.00  per  share,  between  Sep- 
tember        and    ,  19 ,  inclusive. 

Subscribers  may  at  their  option,  however  make  payment  in  full  at  the 
time  fixed  for  payment  of  the  first   installment. 

Unless  this  Warrant  is  presented  at  the  Office  of  the  Company  between 

March  2nd   and  March   15th,    19 ,   inclusive,   and  payment   of  the  first 

installment  made  at  the  same  time,  this  warrant  is  void  and  of  no  value. 

Countersigned 


Treasurer.  President. 

Xote. — On  the  back  of  this  warrant  are  two  forms:  the  first  to  be  filled 
out  and  signed  by  the  stockholder  in  case  he  desires  to  take  the  stock 
himself;  the  second  form,  which  is  an  assignment,  to  be  filled  out  and 
signed  by  the  stockholder  in  case  he  desires  to  dispose  of  the  privilege. 

(endorsement.) 

subscription. 

,  19. 

To  the  Treasurer,  The   Company: 

The  undersigned  hereby  subscribes  for  the  stock  covered  by  this  War- 
rant: 

(Signature)     

(Address)     

Note:  The  Stock  subscribed  for  on  this  Warrant  must  be  paid  for  at 
the  rate  of  Fifty  Dollars    ($50.00)   per  Share,  and  this  Warrant   must  be 

surrendered  and  payment  made  of  the  First  Installment  of per 

cent   between    and inclusive.    Sub- 
scribers may  at  their  option  make  payment  in  full  at  that  time. 


AMENDMENTS  AND  CHANGES.  1663 

ASSIGNMENT. 

.19 

To  the  TicaHurer,  Tho    Coriiiiany : 

The  right,  to  iiiiiko  the  witliiii  Suliscriiitinn  is  licrf-liy  nssigiu'il  to 


(Address  of  Party  to  whom  assigned) 

(Signature    of    Stockholder) 

( Ai  Idress )      

Witness: 

(Signature)    

(Address)    

(For  stock  held  by  estates  or  in  trust  this  assignment  must  be  executed 
by  all  the  Executors,  Administrators  or  Trustees.) 

The  above  form  of  warrant  may  be  used  where  the  stockholder  has  filled 
out    and    returned    the    "Application    for    Warrant,"    Form    1923,    supra. 

Form  1929. 
WARRANT  FOR  INCREASE  OF  STOCK. 

Stuck  Allotmknt Wakkant. 

Shares.  The Company.  Xo 

Office  of  the  Treasurer,    , 

19.... 

This  is  to  certify  that   ,  or  assigns,  is  entitled  to  subscribe 

for   .shares  of  the  capital  stock   of  this  Company  in  accord- 
ance with  the  Resolution  of  the  Board  of  Directors  duly  adopted , 

19....,  upon  surrender  hereof  at  this  office  between    and 

,   19 .... ,   inclusive. 

Payment   for   this  subscription   must   be   made   in   full  and   in   cash,   on 

or  before   ,  19 Unless  this  warrant   is  presented  at  the 

office  of  the   Company  between    ,   and    ,    19 .... , 

inclusive,   and   payment  of  the  subscription  made  at   that  time,   this  war- 
rant is  void  and  of  no  value. 


Treasurer. 

Note:  On  the  back  of  this  Warrant  are  two  forms;  the  first  to  be  filled 
out  and  signed  by  the  stockholder  in  case  he  desires  to  take  the  stock 
himself;  the  second  form,  which  is  an  assignment,  to  be  filled  out  and 
aigned  by  the  stockholder  in  case  he  desires  to  dispose  of  his  privilege. 

The  same  endorsement  should  appear  on  this  form  as  on  the  preceding 


form. 


Form  1930. 


RECEIPT  FOR  SUBSCRIPTION  FOR  FRACTIONAL 
SHARES  OF  INCREASE  OF  STOCK. 

stock   Allotment    Koceipt. 

Capital  Stock. 

/l.*)  of  a  Share.  The Company.        Xo 

,    ,   19 

This   is    to    certify    that    The    (^imjiany    has    received 

Dollars   in  full  payment  for,  and   that  the   bearer  hereof 


1664     CORPORATION  FORMS  AND  PRECEDENTS. 

is  entitled  to fifteenth of  a  Share  of  the  Capital  Stock  of 

the   Company   subscribed   for   at   $100   per   share,   under   Eesolution   of  the 

Board   of  Directors,   duly  adopted    ,   19 A  Stock 

Certificate  can  be  obtained  only  upon  surrender  of  this  receipt  together 
with  others  of  like  import,  together  representing  one  or  more  full  shares, 

at   the    oflice  of  the   Company,    ,    > 

,  on  or  after   ,  19 ... . 

Treasurer. 

This  receipt  bears  no  interest  or  dividends  and  will  pass  by  delivery. 

The  above  form  may  be  used  where  a  stockholder  is  entitled  to  a  frac-^ 
tional  part  of  a  share  of  increased  stock.  See  generally  Cook  on  Corpora^ 
tions,   §286;   Clark  &  M.,  Corp.,  §§407-410. 

Form  1931. 
FRACTIONAL   STOCK   ALLOTMENT   WARRANT. 

/15  of  a  Share.       The   Company.       No 

Office  of  the  Treasurer , 

,  19.... 

This  is  to  certify  that  ,  or  assigns,  is  entitled  to  sub- 
scribe for fifteenth of  a  share  of  the  capital  stock  of  this 

Company,  in  accordance  with  the  Eesolution  of  the  Board  of  Directors 

duly    adopted     ,    19....,    upon    surrender    hereof    at    this 

office,  between and  ,  19 ,  inclusive. 

Payment  for  this  subscription  must  be  made  at  the  rate  of  One  Hun- 
dred Dollars    ($100)   per  share. 

Fractional  allotments  are  convertible  into  stock  when  the  certificates 
for  fractions  presented  make  whole  shares,  and  such  certificates  are  sur- 
rendered and  payment  for  the  shares  called  for  thereby,  made  in  cash 
at  the  rate  of  One  Hundred  Dollars  ($100)  per  share,  provided  such  con- 
version is  made  on  or  before   ,  19 ... . 

Unless  this  certificate  is  presented  at  the  office  of  the  Company  on  or 
before ,  19. , .  .,  this  Warrant  is  void  and  of  no  value. 


Treasurer. 
The  above  form  of  warrant  may  be  used  where  a  stockholder  is  entitled 
to  subscribe  for  a  fractional  part  of  a  share  of  increased  stock. 

Form  1932. 
TEMPORARY  CERTIFICATE. 

Incorporated  under  the  Laws  of  the  State  of 

Temporary   Certificate 
Exchangeable  for  Engraved  Certificate  When  Ready  for  Delivery. 

Company. 

Shares  $ Each.  Capital  Stock  $ 

This  is  to  certify  that   is  the  owner  of Shares 

of  the   capital  stock   of    Company,  transferable   only  on 

the  books   of   the   company  by  the   holder  hereof  in  person   or  by   duly 
authorizeil  attorney  upon  surrender  of  this  certificate  properly  endorsed. 


AMENDMENTS  AND  CHANGES.  1665 

Witness  the  seal  of  the  company  ami  the  signaturo.s  of  its  duly  author- 
ized ollicers,  aflixed  this day  of ,  1'J.  .  .  . 

Treasurer. 


President. 


CounterMigneil 

By  


.Trust    Company, 

Transfer   Agent. 


Secretary, 

Eegistered    

The  Trust  Company  of 


By 


Registrar, 
Secretary. 


(endorsement.) 

For   value    received    hereby    sell,   assign    and    transfer   unto 

, Shares  of  the  Capital  Stock  represented 

by    the    within    Certificate,   and    do    hereby    irrevocably    constitute    and 

appoint    Attorney    to    transfer    the    said    stock    on 

the   Books   of  the   within  named  Company,  with   full  power  of  substi- 
tution  in   the  premises. 

Dated     ,...,    19 

[Seal] 

Sealed  and  delivered  in  the  presence  of 


Notice:  Signature  to  all  powers  of  attorney  and  also  powers  of  sub- 
stitution must  be  guaranteed  by  party  presenting  certificate  of  stock 
for  transfer. 

Notice:  The  signature  to  this  Assignment  must  correspond  with  the 
name  as  written  upon  the  face  of  the  Certificate  in  every  particular 
without  alteration  or  enlargement  or  any  change  whatever. 

See  for  forms  of  certificates  of  stock,  Chapter  XII,  supra. 

Form  1933. 

WAIVER  OF  RIGHT  TO  SUBSCRIBE  TO  INCREASED 

STOCK. 

We,  the  undersigned,  being  subscribers  to  the  original  stock  of  the 
Real-Estate  Trust  Company,  and  having  the  right  under  the  charter 
to  subscribe  pro  rata  to  the  proposed  increase  of  8,000  shares,  in  accord- 
ance therewith,  hereby  agree  to  subscribe  to  the  additional  stock  in  the 
amounts  set  opposite  our  names,  50%  of  said  subscription  to  be  paid 
on  February  1st,  1899,  and  the  balance  when  called  for  (after  thirty 
days  notice);  and  we  hereby  waive  our  right  to  subscribe  to  any  por- 
tion of  the  remainder  of  said  issue  to  which  we  would  be  entitled  to 
subscribe  as  shown  below: 

Dated   ,  18 


1666     CORPORATION  FORMS  AND  PRECEDENTS. 

Subscriber.  No.  of  Shares  Taken.     No.  of  Shares  Waived. 


This  agreement  was  considered  in  Eeal-Estate  Trust  Company  v.  Bird, 
90  Md.  2-29,  where  it  was  held  that  such  an  agreement  did  not  bind  a  bona 
fide  transferee  without  notice  of  the  agreements,  such  transfer  being  made 
•before  the  increase  of  the  stock. 

See  Forms  982-985,  supra. 

Form  1934. 

NOTICE  OF  ANNUAL  MEETING  AND  SPECIAL  MEETING 
TO  INCREASE  CAPITAL  STOCK— (NEW  YORK). 

&   Company. 

To  the  stockholders  of   and  Company: 

Notice  is  hereby  given  that  the  annual  meeting  of  the  stockholders 

of and  Company  will  be  held  at  the  office  of  the  company, 

Broadway,    New   York   City,   on   Monday,   February    27,    191], 

at  12  o'clock  noon,  for  the  election  of  directors,  and  for  such  other 
business  as  may  properly  come  before  the  meeting. 

Also,  that   a   special   meeting  of  the  stockholders   of    

and  Company  will  be  held  on  the  27th  day  of  February,  1911,  at  12:30 

o'clock,  p.  m.,  at  the  office  of  the  company,  at  No Broadway, 

in  the  City  of  New  York,  State  of  New  York,  for  the  purpose  of  voting 
upon  a  proposition  to  increase  its  common  capital  stock  from  thirty 
million  dollars  ($30,000,000),  consisting  of  three  hundred  thousand 
(300,000)  shares  of  the  par  value  of  one  hundred  dollars  ($100.00)  each, 
to  forty  million  dollars  ($40,000,000),  to  consist  of  four  hundred  thou- 
sand (400,000)  shares  of  the  par  value  of  one  hundred  dollars  ($100.00) 
each. 

The  transfer  books  will  be  closed  from  the  close  of  business  Tues- 
day, February  7,  1911,  until  the  morning  of  Tuesday,  Feb.  28,  1911. 

,    Vice-President. 

Secretary. 

See  generally  as  to  the  necessity  of  giving  notice  of  extraordinary  busi- 
ness to  be  transacted  at  an  annual  meeting.  Cook  on  Corporations,  §§  594, 
595 ;   Clark  &  M.,  Corp.,  §  647. 

See  for  other  forms  of  notice  of  annual  meeting,  Chapter  XIX.  Consult 
also  Index,  post,  title,  annual  meetings. 

Form  1935. 

NOTICE  OF  SPECIAL  MEETING  TO  INCREASE  CAPITAL 

STOCK  AND  ISSUE  PREFERRED  STOCK— 

(NEW  YORK). 

Corporation. 

Broadway,   Manhattan, 

New  York  City,  April  3,  1911. 
Notice   is    hereby   given    that    a    special    meeting   of   the    stockholders 

of    Corporation  will  be  held   on  the  18th  day  of  April, 

1911,  at  one  o'clock  P.  M.,  at  the  office  of  the  Corporation,  No 


A:\IF.XI)MKXTS  and  CHANCJES.  1667 

Broadway,  Borough  of  Mauhattan,  Sow  York  City,  for  the  purpose  of 
votiug  upon  a  proposition  to  increase  its  capital  stock  from  Twenty- 
four  Million  liollars  ($24,000,000),  consisting  of  two  hundred  and  forty 
thousand  (240,00r))  shares  of  the  par  value  of  One  hundred  Dollars 
($100.00)  each,  of  which  one  hundred  and  twenty  thousand  (120,000) 
shares  are  Preferred  Stock,  and  one  hundreil  and  twenty  thousand 
(120,000)  shares  are  CommoH  Stock,  to  Thirty-six  Million  Dollars  ($36, 
000,000.),  to  consist  of  tluee  hun<lred  and  sixty  thousand  {?,C)0,OOQ) 
shares  of  the  par  value  of  One  hun.lred  Dollars  ($100.)  each;  and  also 
to  vote  upon  a  proposition  to  classify  into  Preferred  Stock  and  Common 
Stock,  the  proposed  authorized  increase  of  capital  stock  of  the  Cor- 
poration, amounting  to  Twelve  Million  Dollars  ($12,000,000.),  so  that 
Six  Million  Dollars  ($(5,000,000.)  thereof  shall  be  Preferred  Stock  and 
Six  Million  Dollars  (.$6,000,000.)  thereof  shall  be  Common  Stock,  said 
Preferred  Stock  to  be  entitled  to  preference  and  priority  over  the  Com- 
mon Stock,  as  follows:  The  Preferred  Stock  shall  carry  cumulative 
dividends  at  the  rate  6f  seven  per  cent.  (7%)  per  annum  from  the  date 
of  issue,  and  no  dividend  shall  be  declared  or  paid  on  any  of  the  Com- 
mon Stock  until  unpaid  dividends  upon  the  Prcferro<l  Stock  have  been 
fully  paid.  The  Preferred  Stock  shall  also  be  entitled  in  the  event  of 
any  liquidation  or  dissolution  of  the  Corporation,  after  the  payment 
of  all  of  its  debts,  to  the  payment  in  full  of  the  par  amount  thereof, 
and  the  unpaid  dividends  thereon,  before  any  amount  shall  be  paid  to 
the  holders  of  the  Common  Stock,  and  after  the  payment  of  such  par 
and  dividends  all  remaining  assets  shall  be  paid  to  the  holders  of  such 
Common  Stock. 

By   order  of  the   Directors. 

,    Vice-President. 

,    Assistant    Secretary. 

See  Forms  1906-1909,  1913-1919,  stipra,  1936-1940,  post,  and  notes  there- 
under. 

Form  1936. 

NOTICE  OF  SPECIAL  MEETING  TO  INCREASE  STOCK, 

AND  AMEND  CHARTER  AND  BY-LAWS— 

(DELAWARE). 

Company. 

Notice  of  Special   Meeting  of   the   Stockholders. 

You  are  hereby  notified  that,  in  accordance  with  resolutions  passed 
at  a  special  meeting  of  the  board  of  directors  of  this  company,  held 
on  the  10th  day  of  .January,  1912,  at  11  o'clock  A.  M.,  a  special  meeting 
of  the  stockholders  of  the  company  will  be  held  on  the  13th  day  of 
February,  1912,  at  11  o'clock  A.  M.,  at  the  office  of  the  company, 
.    Building,   Chicago,   Illinois,   for   the   following  purposes: 

1.  To  vote  upon  the  recommendations  made  by  the  directors  at  the 
special  meeting  above  noted,  to  amend  the  certificate  of  incorporation 
of  this  company  in   the  following  particulars: 

(a)  By  increasing  the  authorizeil  capital  stock  of  the  company 
from  Seven  :Million  Dollars  ($7,000,000)  to  Twenty  Million  Dollars 
($20,000,000),  by  which  increase  it  is  proposed  to  create  Eight  Million 


1668    CORPORATION  FORMS  AND  PRECEDENTS. 

Dollars  ($8,000,000)  of  first  preferred  stock  and  an  additional  Five  Mil- 
lion Dollars  ($5,000,000)  in  common  stock,  and  cause  the,  present  issue 
of  Two  Million  Dollars  ($2,000,000)  of  preferred  stock  to  become  a  sec- 
ond preferred  stock,  with  the  rights  on  the  part  of  the  holders  of  the 
second  preferred  stock  to  exchange  the  same  for  first  preferred  stock; 
the*amount  of  such  first  preferred  stock  so  issued  in  exchange  for  said 
second  preferred  stock  to  be  in  addition  to  the  Eight  Million  Dollars 
($8,000,000)  of  first  preferred  stock  so  proposed  to  be  created,  and,  in 
the  event  of  the  afiirmative  action  upon  the  question  of  increase,  to 
further  consider  and  determine  upon  the  attributes  and  characteristics 
of  the  increased  amount  of  capital  stock  and  the  existing  capital  stock, 
and  the  disposition  to  be  made  thereof,  and  special  or  relative  rights  to 
be  granted  present  and  proposed  preferred  issues  of  stock. 

(b)  By  eliminating  all  superfluities  appearing  in  the  certificate  of 
incorporation  regarding  the  original  bond  issue  of  this  company  (which 
has  been  redeemed,  canceled  or  retired). 

2.  To  adopt  resolutions  setting  forth  the  amendments  recommended 
for  adoption  by  the  directors,  and  to  take  such  further  necessary  steps 
to  legally  complete  and  effect  such  amendments. 

'A.  To  amend  the  by-laws  of  this  company  to  conform  with  the  pro- 
posed amendments  to  the  certificate  of  incorporation. 

4.  To  transact  any  and  all  other  business  necessary  to  effeatuate  the 
object  of  the  meeting. 

5.  Notice  is  also  hereby  given  that  the  annual  meeting  of  the  cor- 
poration will  be  held  on  the  said  last  mentioned  date  at  said  time  and 
place  for  the  election  of  directors  and  for  the  transaction  of  such  other 
business   as   muy  properly   come   before   the   meeting. 


Secretary. 
Chicago,  Illinois,  January  13,  1912. 


Form  1937. 

NOTICE  OF  SPECIAL  MEETING  OF  STOCKHOLDERS  TO 
INCREASE  CAPITAL  STOCK,  WITH  FORM  OF  RES- 
OLUTION—(P'  NN^YLVANIA) . 

Notice  of  Special  Meeting. 

Notice  is  hereby  given  that  a  Special  Meeting  of  the  Stockholders  of 

the    Company  will  be  held   at  its  office,  No 

Street,  in   the   City   of   Philadelphia,   on   'Wednesday,  the 

Sixteenth  (16th)  day  of  April,  1913,  at  3  o'clock  p.  m.,  in  pursuance  of 
a  Resolution  adopted  by  its  Board  of  Directors  to  vote  upon  the  ap- 
proval or  disapproval  of  the  following  Resolution,  viz.: 

Resolved,  That  the  Capital  Stock  of  this  Company  be  increased  from 
one  hundred  and  twenty -five  thousand  dollars  ($125,000)  to  two  hun- 
dred and  fifty  thousand  dollars  ($250,000)  by  the  issue  of  twenty-five 
hundred  (2500)  new  shares  of  stock  of  the  par  value  of  fifty  dollars 
($50)  each,  at  one  hundred  dollars  ($100)  per  share  (Capital  $50  and 
Surplus  $50),  and  that  the  stockholders  bo  first  given  the  privilege  of 


AMENDMENTS  AND  CHANGES.  1669 

subscribing  to  said  new  stock  at  one  hun<lreil  dollars   ($100^   per  share, 
in  proportion   to  their  holdings. 


tjec  rotary. 

Form  1938. 

NOTICE  OF  SPECIAL  MEETING  TO  CONSIDER  INCREASE 
OF  STOCK  AND  OF  CORPORATE  INDEBTED- 
NESS—(PENNSYLVANIA). 

Comjiany. 

Pittsburgh,   Pa.,  February   17,   1912. 
Notice    to   Stockholders. 

The  Board  of  Directors  of  the    Company  has  called  a 

special  meeting  of  its  stockholders,  to  be  held  at  the  general  oflGce  of 
the  company.  No.  435  Sixth  Ave.,  Pittsburgh,  Pa.,  on  Monday,  April 
29,  1912,  at  2  o'clock  p.  m.,  for  the  purpose  of  voting  for  or  against 
the  increase  of  the  authorized  capital  stock  of  the  company  from  the 
present  total  authorized  capital  stock  of  $48,400,000  to  an  authorized 
capital  stock  of  $73,400,000  such  authorized  increase  to  be  in  the 
cumulative  preferred  shares  of  the  company  and  entitled  to  the  pay- 
ment of  dividends  at  the  rate  of  6  per  cent,  per  annum  out  of  the  net 
earnings  of  the  company  before  any  dividends  shall  be  paid  upon  the 
common  stock  and  shall  be  preferred  over  the  common  stock  as  to  the 
paj-ment  of  the  par  value  thereof  and  all  accrued  dividends  out  of  the 
assets  of  the  company  upon  the  liquidation  of  the  company  or  the  distribu- 
tion of  its  assets,  and  shall  not  carry  with  it  the  right  to  vote,  except 
upon  the  question  of  the  increase  of  the  mortgage  or  secured  indebtedness 
of  the  company  or  of  the  issue  of  further  preferred  stock,  of  a  priority 
or  parity  with  such  preferred  stock,  so  long  as  dividends  are  paid  upon  it. 
In  the  event  of  default  in  the  payment  of  dividends  upon  it  such  preferred 
stock  shall  carry  with  it  the  right  to  vote  upon  all  corporate  questions 
to  the  same  extent  as  any  other  stock  of  the  company  shall  be  entitled 
to  vote. 

Also,  for  the  purpose  of  voting  for  or  against  an  increase  of  the 
Indebtedness  of  the  company  to  the  amount  of  $10,000,000  above  the 
present  indebtedness  by  the  issue  of  debentures  bearing  5  per  cent, 
interest,  maturing  in  ten  years,  and  to  be  convertible  at  the  option  of 
the  holders  into  cumulative  preferred  shares  of  the  company  on  the  basis  of 
twenty  shares  of  stock  for  each  $1,000  of  debentures. 

Stockholders  of  record  at  the  close  of  business  Monday,  February  2fi, 
1912,  will  be  entitled  to  vote  at  the  meeting. 

Secretary. 


1670    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1939. 

NOTICE  OF  SPECIAL  MEETING  OF  STOCKHOLDERS  TO 

CONSIDER  INCREASE  OF  CAPITAL  STOCK— 

(PENNSYLVANIA). 

Notice  to  the  Stockholders  of  the Company. 

^Xotice  is  hereby  given  that  a  special  meeting  of  the  stockholders  of 

the    Company  will  be  held  at  the  principal   office  of  the 

Company, Street, ,  Pennsylvania,  on  Thursday, 

February  20th,  1913,  at  12  o'clock  m.,  for  the  purpose  of  voting  for  or 
against  an  increase  of  the  capital  stock  of  the  said  Company  from, 
six  million  ninety-eight  thousand  dollars  ($6,098,000)  to  eight  million 
ninety-eight  thousand  dollars.  ($8,098,000)  by  the  issue  of  two  million 
dollars  ($2,000,000)  six  per  cent.  (6%)  preferred  stock  in  shares  of  the 
par  value  of  one  hundred  dollars  ($100)  each,  cumulative  from  January 
1st,  1915,  preferred  both  as  to  principal  and  dividends,  redeemable  at 
the  company's  option  at   105. 


Secretary. 


Form  1940. 


NOTICE  TO  STOCKHOLDERS  IN  REFERENCE  TO  IN- 
CREASE OF  CAPITAL  STOCK. 

Company. 

Treasurer's  Office,  New  York,  Nov.  17,  1905. 

Notice  to  Stockholders  in  reference  to  increase  of   Capital   Stock. 

The  Board  of  Directors,  at  a  meeting  held  this  day,  authorized  the 
issuance  of  $17,192,500  additional  capital  stock. 

Stockholders  of  this  Company  will  be  entitled  to  subscribe  for  such 
increased  stock,  at  the  rate  of  one  hundred  dollars  ($100)  per  share, 
to  the  extent  of  thirteen  per  cent.  (13%)  of  their  respective  holdings,  as 
shown  upon  the  books  at  the  close  of  business,  Friday,  December  15th, 
1905;  the  right  to  subscribe  terminating  on  Saturday,  January  20tli, 
J  900. 

Immediately  after  December  15th  warrants  will  be  mailed  to  all 
stockholders  showing  the  amount  for  which  each  stockholder  is  entitled 
to  subscribe;  and  subscriptions  can  be  made  only  upon  presentation 
of  such  warrants  at  this  office  on  or  before  Saturday,  January  20th, 
following.  A  form  will  be  provided  on  the  back  of  each  warrant  by 
which  a  stockholder  may  subscribe  direct,  or  may  dispose  of  the  riglit 
to  subscribe  by  assigning  it  to  some  person  named  therein,  or  to  bearer. 

Subscription  payments  may  be  made  on  and  after  Tuesday,  January 
2d,  1906,  and  must  be  made  on  or  before  Wednesday,  January  31st, 
1906,  for  which  stockholders  will  receive  stock  and  scrip  certificates 
at  time  such  payments  are  made. 


Treasurer. 
See  generally  as  to  the  prior  right  of  stockholders  to  subscribe  for  in- 
creased stock,  Cook  on  Corporations,   §286;   Snelling  v.  Eichard,   166  Fed. 
635;  Waters  v.  Waters  &  Co.,  115  N.  Y.  Supp.  432. 


AMENDMENTS  AND  CHANGES.  1671 

Form  1941. 
RESOLUTION  INCREASING  CAPITAL  STOCK— (OHIO). 

Resolved,    That    tin-    capital    stock    of    the     Company 

be  increased  from  $ ,  its  present  capital  stock,  to  $ , 

divided  into    shares  of  $ each;   and  further,  that  the 

president  ami  secretary  of  said  Company  be  instructed  to  file  a  certifi- 
cate of  such   increase  with  the  secretary  of  state. 

Form  1942. 

RESOLUTION  OF  STOCKHOLDERS  FOR  INCREASE  OF 

STOCK. 

Whereas,  the  capital  stock  of  this  comi)any  is  insufficient  and  it  is 
necessary  that  the  same  be  increased  to  the  amount  hereinafter  stated 
for  the  construction  of  its  road,  tlie  constnfction  of  a  second  addi- 
tional track,  the  extension  of  its  line  and  the  construction  of  branches 
thereof,  the  increase  of  its  machinery,  rolling  stock  or  other  fixtures, 
each  and  all  of  which  has  become  necessary  for  the  speedy  and  con- 
venient transaction  of  its  business,  and  also  for  the  purpose  of  paying 
bonds  issued  or  guaranteed  by  it,  or  for  the  purpose  of  liquidating 
.'ind  paying  any  unfunded  or  floating  debt,  or  for  the  purpose  of  extend- 
ing its  line  of  railroad  and  constructing  branches  thereof,  and  for  each 
and  all  of  the  purposes  aforesaid: 

Resolved,  that  the  authorized  capital  stock  of  this  company  be,  and 
the  same  is  hereby  increased  by  the  amount  of  $98,000,000,  which 
increase  shall  consist  of  980,000  shares  of  the  par  value  of  $100  each, 
of  which  165,000  shares  shall  be  preferred  stock  and  815,000  shares  shall 
be  common  stock,  so  that  the  total  authorized  capital  stock  of  this  com- 
pany, of  all  classes,  shall  be  $200,000,000,  consisting  of  2,000,000  shares  of 
the  par  value  of  $100  each,  and  of  which  capital  stock  405,000  shares  shall 
be  preferred  stock  and  1,595,000  shares  shall  be  common  stock. 

Further  Resolved,  that  the  proper  officers  of  this  company  be,  and 
they  hereby  "are,  authorized  and  empowered  to  make  such  certificates  and 
payments  and  take  such  other  action  as  may  be  necessary  in  order  to 
effect  the  increase  of  the  capital  stock  of  this  company  provided  for 
by   the   foregoing  resolution. 

See  Pollitz  v.  Wabash  R.  Co.,  167  Fed.  145. 

Form  1943. 

RESOLUTION  OF  BOARD  OF  DIRECTORS  CONCERNING 
INCREASE  OF  STOCK. 

Resolved,  that  the  authorized  eaiiital  stock  of  the  company,  be  and 
the  same  is  hereby,  declared  to  be  increased  to  the  amount  of  $98,000,- 
000,  such  increase  consisting  of  165,000  shares  of  preferred  stock  and 
815,000  shares  of  common  stock,  making  the  total  authorized  capital 
stock  of  the  company  of  all  classes,  $200,000,000,  par  value,  consisting 
of  405,000  shares  of  the  par  value  of  $100  each  of  preferred  stock,  and 
1,595,000  shares  of  the  par  value  of  $100  each  of  common  stock. 

See  Pollitz  V.  Wabash  R.  Co.,  167  Fed,  145, 


1672    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1944. 

RESOLUTION  OF  DIRECTORS  CALLING  STOCKHOLDERS' 

MEETING  TO  PASS  ON  THE  INCREASE  OF  CAPITAL 

STOCK— (PENNSYLVANIA) . 

Resolved,  That  a  meeting  of  the  stockholders  be  called  to  convene  at  the 

general  office  of  the  company  in  the Building,  Room  81(5, 

,  State  of   ,  on  the  twenty-third  day  of  August, 

1899  at  12  o  'clock  noon,  to  take  action  on  the  approval  or  disapproval  of  the 
proposed  increase  of  the  capital  stock  of  the  said  company  from  $1000 
to  $20,000,000,  of  the  said  increase  of  the  capital  stock  the  sum  of 
$3,000,000  to  be  issued  in  the  form  of  preferred  stock,  entitled  (a.)  to 
receive  a  cumulative  yearly  dividend  of  five  per  cent.,  payable  quarterly 
on  the  first  days  of  January,  April,  July  and  October  in  each  year,  befon' 
any  dividend  shall  be  set  apart  or  paid  on  the  common  stock,  (b.)  to  Iio 
paid  in  full,  both  principal  and  accrued  dividends  in  the  event  of  liqui- 
dation or  dissolution  of  the  company  before  any  amount  shall  be  paM 
to  the  holders  of  the  general  or  common  stock,  (c.)  to  require  the  consonl 
in  writing  of  a  majority  of  the  holders  thereof  to  the  creation  of  any 
mortgage,  and  of  the  said  increase  the  sum  of  $16,999,000  shall  be  com- 
mon or  general  stock,  and.  that  the  secretary  be  and  is  hereby  directed  to 
give  notice  thereof  as  required  by  law,  unless  the  same  be  waived  by  the 
unanimous  consent  of  the  stockholders. 

See  the  statutes  of  the  various  states,  prescribing  the  mode  in  which 
the  capital  stock  mav  be  increased.  See  generally  Cook  on  Corporations, 
§§279-298;  Clark  &  M.,  Corp.,  §§407-410. 

See  Forms  20,  171,  1909,  1920,  1941-1943,  sripra,  2016,  post,  and  notes 
thereunder.     Consult  also  Index,  post,  title,  increase  of  capital   stock. 

Form  1945. 

CERTIFICATE  OF  JUDGES  OF  ELECTION  BY  STOCK- 
HOLDERS TO  INCREASE  CAPITAL  STOCK— 
(PENNSYLVANIA). 

We  the  undersigned  judges  appointed  by  the  Board  of  Directors  of  the 

Iron  &  Steel  Manufacturing  Company  to  conduct  an  election 

by  the  stockholders  thereof  for  or  against  the  increase  of  the  capital 
stock  of  the  said  company  from  one  thousand  dollars  to  twenty  million 
dollars,  by  issuing  common  stock  to  the  amount  of  $16,999,000  and  pre- 
ferred stock  to  the  amount  of  $3,000,000,  entitled  (a)  to  receive  a  cumu- 
lative yearly  dividend  of  5%  payable  quarterly  on  the  first  days  of  Janu- 
ary, April,  July  and  October  in  each  year  before  any  dividend  shall  be 
set  apart  or  paid  on  the  common  stock,  (b)  to  be  paid  in  full  both  prin- 
cipal and  accrued  dividends  in  the  event  of  liquidation  or  dissolution  of 
the  Company  before  any  amount  shall  be  paid  to  the  holders  of  the  com- 
mon or  general  stock,  (c)  to  require  the  consent  in  writing  of  a  majority 
of  the  holders  thereof  to  the  creation  of  any  mortgage,  do  hereby  certify 
that  after  being  duly  sworn,  we  held  the  said  election  at  the  office  of  said 
Company  on  the  23rd  day  of  August,  1899,  the  time  and  place  fixed  for 
holding  the  same,  and  in  due  form  and  manner  we  received  the  votes  of 
the  stockholders  of  the  said  Company  in  favor  of  or  against  such  increase 


AMENDMENTS  AND  CHANGES.  1673 

of  capital  stock  by  issuing  $10,999,000  of  comiiioii  stock  and  $3,000,000 
of  preferred  stock  entitled  (a)  to  receive  a  cumulative  yearly  dividend 
of  5%  payable  quarterly  on  the  first  days  of  January,  April,  July  and 
October,  in  each  year  before  any  dividends  shall  be  set  apart  or  paid  on 
the  common  stock  (b)  to  be  paid  in  full,  both  principal  and  accrued  divi- 
dends in  the  event  of  liquidation  or  dissolution  of  the  Company  before 
any  amount  shall  be  paid  to  the  holders  of  the  common  or  general  stock 
(c)  to  require  the  consent  in  writing  of  a  majority  of  the  holders  thereof 
to  the  creation  of  any  mortgage,  and  at  the  said  election  there  were  voted 
in  favor  of  said  increase  of  capital  by  issuing  the  common  stock  to  the 
value  of  $16,999,000  and  preferred  stock  to  the  value  of  $3,000,000  en- 
titled (a)  to  receive  a  cumulative  yearly  dividend  of  5  %  payable  quarterly 
on  the  first  days  of  January,  April,  July  and  October,  in  each  year  before 
any  dividends  shall  be  set  apart  or  paid  on  the  common  stock,  (b)  to  be 
paid  in  full  both  principal  and  accrued  dividends  in  the  event  of  liquida- 
tion or  dissolution  of  the  company  before  any  amount  shall  be  paid  to  the 
holders  of  the  common  or  general  stock,  (c)  to  require  the  consent  in  writing 

of  a  majority  of  the  holders  thereof  to  the  creation  of  any  mortgage, 

shares,  and  against  such  increase  no  shares,  thereby  evincing  the  con- 
sent of  the  persons  or  bodies  corporate  holding  the  larger  amount  in  value 
of  the  capital  stock  of  said  company  to  the  said  increase  of  capital  by  issuing 
60,000  shares  preferred  entitled  (a)  to  receive  a  cumulative  yearly  dividend 
of  5%  payable  quarterly  on  the  first  days  of  January,  April,  July  and  October, 
in  each  year,  before  any  dividend  shall  be  set  apart  or  paid  on  the  common 
stock,  (b)  to  be  paid  in  full  both  principal  and  accrued  dividends  in  the  event 
of  liquidation  or  dissolution  of  the  company  before  any  amount  shall  be 
paid  to  the  holders  of  the  common  or  general  stock,  (e)  to  require  the 
consent  in  writing  of  a  majority  of  the  holders  thereof  to  the  creation 
of  any  mortgage,  and  339,980  shares  of  common  stock. 


Judges. 
See  generally   as   to   judges   of   election.    Cook   on   Corporations.    §§605, 
606;  Clark  &  M.,  Corp.,  §  649,  and  the  statutes  of  the  various  states. 
Consult  also  Index,  post,  title,  ixspectors  and  judges  of  elections. 

Form  1946. 

NOTICE  OF  INCREASE  OF  CAPITAL  STOCK  AND  RIGHT 
TO  SUBSCRIBE  THEREFOR  WITH  FORM  OF  RES- 
OLUTION. 

• 

Chicago.  May  2.  1905. 
To   the   Stockholders   of   the   Chicago   &   Northwestern    Railway   Company: 

At  a  meeting  of  the  Board  of  Directors  held  on  the  second  day  of  May, 
1905,  the  following  preamble  and  resolutions  were  adopted: 

Whereas,  The  Stockholders  of  this  Company  at  a  Special  Meeting  called 
for  that  purpose  and  held  on  the  tenth  day  of  February,  1903,  adopted 
resolutions  increasing  the  Capital  Stock  of  this  Comi)any  by  an  amount 
of  common  stock  suOicient  to  make  the  aggregate  Capital  Stock  $100,000,- 


3674     CORPORATION  FORMS  AND  PRECEDENTS. 

000,  and  authorizing  the  Board  of  Directors  to  issue  such  common  stock 
from  time  to  time  and  in  such  amounts,  within  the  total  authorized  Capi- 
tal Stock,  as  such  Board  of  Directors  might  determine,  and  for  any  pur- 
pose allowed  by  law. 

Kesolved,  That  to  obtain  funds  to  improve  and  extend  the  Company's 
property  and  to  provide  additional  equipment,  as  well  as  for  other  proper 
corporate  purposes,  there  be  issued  an  additional  amount  of  common  stock 
equal  to  fifteen  per  cent  of  the  total  preferred  and  common  shares  now 
outstanding. 

Resolved,  That  all  stockholders  of  the  Company  shall  be  entitled  to 
subscribe  to  such  additional  stock  at  the  rate  of  $100  per  share,  to  the 
extent  of  15%  of  their  respective  holdings  as  shown  upon  the  stock  books 
at  the  close  of  business  on  Thursday,  the  first  day  of  June,  1905,  and  that 
the  right  to  such  subscription  shall  terminate  with  Saturday,  the  first 
day  of  July,  1905. 

Payments  for  all  amounts  subscribed  shall  be  made  on  or  before  Sat- 
urday, the  fifteenth  day  of  July,  1905,  and  certificates  of  stock  for  the 
amounts  so  paid  shall  then  be  issued  for  all  full  shares,  which  stock  shall 
be  entitled  to  all  dividends  thereafter  declared;  and  that  scrip  certificates 
which  will  pass  by  delivery,  but  which  will  not  be  entitled  to  participate 
in  dividends,  shall  be  issued  for  fractions  of  shares.  Such  certificates  shall 
be  exchangeable  for  stock  certificates  in  amounts  aggregating  a  full  share 
or  multiple  thereof  providing  such  exchange  be  made  on  or  before  Novem- 
ber 1,  1905.  After  that  date  no  exchange  shall  be  made,  but  fractions 
shall  be  redeemable  at  their  proportionate  value  at  the  rate  of  $100  per 
share.  The  Board  of  Directors  shall  have  power  to  sell  or  dispose  of  such 
stock  as  may  not  be  subscribed  for  by  stockholders,  or,  if  subscribed  for 
by  them,  shall  not  be  paid  for,  in  such  manner  and  at  such  price,  but  not 
less  than  $100  per  share,  as  may  in  their  judgment  be  deemed  best. 

To  carry  the  foregoing  resolutions  into  effect  and  to  pay  the  dividends 
upon  July  1st,  1905,  the  transfer  books  of  the  stocks  of  the  Company 
will  be  closed  upon  Thursday,  June  Istj  1905,  and  will  reopen  on  Satur- 
day, the  first  day  of  July,  1905. 

Warrants  representing  the  subscription  rights  in  the  additional  stock 
authorized  by  such  resolutions,  accompanied  by  a  circular  containing  full 
explanations,  will  be  mailed  by  the  Treasurer  to  Stockholders  as  soon  as 
possible  after  the  closing  of  the  transfer  books  upon  June  1st,  1905. 

By  order  of  the  Board  of  Directors. 

Marvin    Hughilt,    President. 
E.   E.   Osborn,   Secretary. 

See  generally  as  to  the  right  to  subscribe  for  fractional  shares  of  in- 
creased capital  stock.  Cook  on  Corporations,  §286;  Clark  &  M.,  Corp., 
§§407-409. 

Form  1947. 

OFFER  TO  STOCKHOLDERS  OF  PRIVILEGE  TO  SUB- 
SCRIBE  FOR  INCREASED  PREFERRED  STOCK. 

To  the   Stockholders  of    Company : 

The   Company  pursuant  to  resolutions  of  its  Board  of 

Directors  hereby  offers  to  those  who  shall  be   its  stockholders   of  record 


AMENDMENTS  AND  CHANGES.  1675 

as  shown  by  its  books  at  3  P.  M.  on  the  lOlh  day  of  January,  19.  .  .  ., 
the  option  to  subscribe  for  thirty  thousand  (30,000)  shares  of  one  hun- 
dred dollars  ($100)  each  ($3,000,000)  of  the  seven  per  cent  (7%)  Pre- 
ferred Capital  Stock  of  this  Company,  being  a  part  of  the  increased 
capital  stock  authorized  by  the  Company's  amended  Certificate  of  Incor- 
poration. 

Said  Stocklioldors  of  record  will  be  entitled  to  subscribe  at  par  for  one 
(1)  share  of  said  increased  Preferred  Capital  Stock  fur  each  ten  (10) 
shares  of  their  said  holdings  of  the  present  outstanding  Capital  Stock, 
either  Common  or  Preferred,  of  this  Company. 

Certificates  evidencing  stockholders'  rights  to  subscribe  will  be  mailed 
to  them  as  soon  as  practicable  after  the  closing  of  the  stock  books  at  3 
p.  m.  on  the  10th  day  of  January,  19....,  together  with  a  circular  more 
fully  describing  the  form  of  subscription,  the  right  to  which  will  expire 
at  3  p.  m.  January  25,  19....  Payment  in  full  at  par  for  said  stock, 
must  be  made  to  this  Company  at  its  said  New  York  office  on  or  before 
the  31st  dav  of  January,  19....  Failure  to  make  such  payment  in  full 
within  the  time  above  limited  will  have  the  effect  of  terminating  the  said 
option  as  to  any  and  all  stockholders  or  their  assigns  who  fail  to  make 
such  payment.  Any  stock  not  subscribed  or  paid  for  in  accordance  with 
the  terms  hereof  will  be  disposed  of  as  the  Directors  may  determine. 
Upon  receipt  of  such  payment  this  Company  will  issue  its  certificates  of 
preferred  stock  in  their  present  form  exchangeable  for  certificates  of  pre- 
ferred stock  in  an  amended  form  now  beijig  engraved,  when  the  same  shall 
have  been  completed  and  ready  for  delivery.  This  amended  form  of  cer- 
tificate of  stock  will  contain  an  agreement  by  the  Company  not  to  redeem 
any  of  its  Preferred  Stock  prior  to  January  1,  19....  To  ascertain  the 
stockholders  entitled  to  make  this  subscription,  the  stock  transfer  books 
will  be  closed  at  3  o'clock  P.  M.  on  January  10,  19....  and  reopened 
at  10  o'clock  A.  M.  on  January  15,  19.  .  .  . 

Company, 

By President. 

,  New  York. 

December  28,  19 

Form  1948. 

NOTICE  OF  OFFER  OF  INCREASED  CAPITAL  STOCK  TO 
STOCKHOLDERS. 

Company. 

Issue  of  New  Capital  Stock 

In  pursuance  of  resolutions  passed  at  the  Annual  Meeting  of  Share- 
holders,  held   at    on    17th    September,    1907.    increasing   the 

Capital  Stock  of  the  Company,  the  Directors  have  by  further  resolutions 
adopted  March  13th,  1911,  authorized  issue  forthwith  of  Two  Million  One 
Hundred  and  Eighty-seven  Thousand,  Four  Hundred  Dollars  ($2,187,400) 
of  Preferred  and  Four  Million,  Three  Hundred  and  Seventy-four  Thousand, 
Eight  Hundred  Dollars  ($4,374,800)  of  the  Common  Stock  of  the  Com- 
pany. The  said  Stock  to  be  offered  at  par  to  Stockholders  of  record  at 
the  closing  of  the  books  for  the  purpose. 

The  present  issue  will  be  on  the  basis  of  21  shares  of  New  Stock  for  each 


1676    CORPORATION  FORMS  AND  PRECEDENTS. 

100  shares  of  old  Capital  Stock,  to  be  subscribed  and  paid  for  upon  the 
following  conditions: 

The  subscriptions  must  be  for  boih  kinds  of  Stock  in  the  ratio  of  1 
share  of  Preferred  to  2  shares  of  Common,  to  be  paid  for  at  par  in  the 
following  manner: 

20%  or  $20  per  share  on  Subscriptions,  on  or  l)efore  May  8th,  1911, 
at  3  P.  M.,  when  the  right  to  subscribe  icill  cxpii 

207o  or  $20  per  share "th    June    1911 

20%  or  $20  per  share 17th    July    1911 

20%  or  $20  per  share -'Jlst    August    1911 

20%  or  $20  per  share 16th    October    1911 

Payments  will  be  received  at  the  First  National  Bank,  Minneapolis,  or 
the  Bank  of  Montreal  in  New  York,  Montreal  or  London. 

The  respective  classes  of  Stock  cannot  be  segregated  until  the  payment 
of  the  first  installment  on  May  8th,  1911,  when  separate  Certificates  of 
Subscription  will  be  issued  for  each  class  of  Stock  subscribed  for. 

The  Transfer  Books  of  the  Company  will  be  closed  for  the  purpose  of 
this  issue  at  3  P.  M.,  April  16th,  1911,  and  remain  closed  until  3  P.  M., 
May  8th,  1911. 

The  New  Stock  upon  which  all  payments  have  been  duly  made  as  called 
for,  will  rank  for  dividend  for  the  half  year  ending  December  21st,  1911, 
and  will  be  issued  on  and  after  the  date  of  final  payment  and  not  before. 

A  circular  stating  the  terms  and  conditions  of  the  Issue  and  Subscrip- 
tion will  be  mailed  to  the  Stockh(;lders  after  the  closing  of  the  books. 

Dated  at  Minneapolis  this  13th  day  of  March,  1911. 

By  order  of  the  Board. 

President.  Secretary. 

A  copy  of  the  Circular  may  be  obtained  on  application  to  this  office  or 
to  the  Bank  of   , Wall  Street,  New  York. 

Form  1949. 

NOTICE  OF  REDUCTION  OF  STOCK  ISSUE— 
(PENNSYLVANIA). 

Special  Notice  to  Stockholders  of  the Trust  Company  of  Philadelphia. 

January  19,  1912. 
The  Board   of  Directors  of  this  Company  has  called   a   special   meeting 
of   the    Stockholders,    to   be   held    at   the   general    office   of   the    Company, 

southeast  corner and Sts., ,  on  Thursday, 

March  21,  1912,  at  11  o'clock  A.  M.,  to  take  action  on  the  approval  or 
disapproval  of  a  reduction  of  the  Capital  Stock  Issue  of  this  Company 
from  $4,000,000  to  an  amount  not  less  than  $3,000,000. 


Secretary. 
See  notes  to  Form  19.51,  1955,  post. 


AMENDMENTS  AND  CHANGES.  1677 

Form  1950. 

NOTICE  OF  SPECIAL  MEETING  OF  STOCKHOLDERS  TO 

CONSIDER  REDUCTION  OF  CAPITAL  STOCK— 

(PENNSYLVANIA). 

I'hiladelphia,  December  11,  1912. 

A  meetinfj  of  the  stockholders  of  The  Company  of  Phila- 
delphia will  be  held  at  the  office  of  the  Company  on  Tuesday,  February 
18,  1913,  at  2  p.  m.,  to  vote  upon  the  reduction  of  the  outstanding  Capital 
Stock  of  the  Company  from  forty-one  thousand,  one  hundred  and  eighty- 
five  shares  (41,185)  of  the  par  value  of  ten  dollars  ($10)  per  share, 
amounting  in  the  aggregate  to  four  hundred  and  eleven  thousand,  eight 
hundred  and  fifty  dollars  ($411,850),  to  ten  thousand,  two  hundred  and 
ninety  six  and  one-quarter  shares  (10,296^4)  of  the  par  value  of  ten 
dollars  ($10)  per  share,  amounting  in  the  aggregate  to  the  sum  of  one 
hundred  and  two  thousand,  nine  hundred  and  sixty-two  dollars  and  fifty 
cents  ($102,962.50),  and  to  take  all  such  action  as  may  be  necessary  or 
proper  in  the  premises;  and  further  to  take  all  such  action  as  may  be 
necessary  to  empower  the  Board  of  Directors  of  said  Company  to  there- 
after make  immediate  distribution  to  shareholders  out  of  surplus  to  the 
fullest  extent,  in  their  discretion,  including  in  such  distribution  Certificates 
of  Interest  in  the  Real  Estate  of  the  Company  at  its  present  a[)praised 
valuation  of  one  hundred  and  forty-eight  thousand,  four  hundred  dollars 
($148,400),  and  that  the  Directors  be  further  requested  to  dispose  of  the 
remaining  i)remium  reserve  of  the  Company,  and  take  any  and  all  action 
requisite  or  possible  to  consummate  an  early,  finai  and  complete  liquidatiov 
of  its  business  and  assets. 

By  order  of  the  Board  of  Directors. 

Secretary. 

See  form  next  preceding,  and  notes  to  Forms  1951-1955. 

Form  1951. 
RESOLUTION  FOR  DECREASE  OF  CAPITAL  STOCK. 

Resolved  that  the  capital  stock  of  this  corporation  be  decreased  from  the 
sum  of dollars  ($ )  to  the  sum  of dollars  ($ ). 

See  as  to  power  to  reduce  capital  stock  of  a  corporation.  Cook,  Corp., 
§§499,  501,  note.  2cS0.  281,  282,  284,  289;  Clark  &  M..  Corp.,  §411. 

See  as  to  reduction  of  capital  stock  affecting  preferred  stockholders, 
Cook,  Corp.,  S278;  Clark  &  M.,  Corp..  §§411,  417. 

See  two  forms  next  preceding,  and  Forms   1952-1954,  post. 

See  also  Forms  986,  987,  supra. 

Form  1952. 
RESOLUTION  FOR  INCREASE  OR  DECREASE  OF  AU- 
THORIZED CAPITAL  STOCK. 

Resolved,   That   the   authorized   capital   stock   of    Company 

be  incro!sed   (or  reduced)  from shares  of  the  par  value  of 

dollars  each,  to shares  of  the  par  value  of dollars  each, 

so  that  tho  authorized  capital  stock  of  said  corporation  shall  hereafter 
be dollars,  instead  of  dollars  as  heretofore. 

See  next  preceding  torm  and  notes  thereunder. 


1678    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1953. 
RESOLUTION  REDUCING  CAPITAL  STOCK. 

Ecsolvctl.    That    the   ca])ital   stock    of   the    Company   be   and 

the  same  is  hereby  reduced  from  $ ,  the  present  authorized  capital, 

to  $ divided  into shares  of  $ each. 

Further  Kesolved,  That  the  president  and  secretary  of  this  Company  be 
and  they  are  hereby  authorized,  instructed  and  directed  to  execute  on 
behalf  of  the  Company  and  file  all  instruments  and  take  all  steps  necessary 
and  proper  to  efiectuate  such  reduction. 

Further  Resolved,  That  the  President  and  secretary  of  this  Company  be 
and  they  are  hereby  authorized  and  instructed  upon  the  surrender  of  the 
original   certificates,  to   issue   new  certificates   therefor. 

See  two  forms  next  preceding  and  notes  thereunder. 

Form  1954. 

RESOLUTION  OF  DIRECTORS  IN  REFERENCE  TO  REDUC- 
ING CAPITAL  STOCK  AND  AMENDMENT  OF  CHAR- 
TER, AND  CALLING  STOCKHOLDERS'  MEETING 
—(NORTHERN  SECURITIES  COMPANY,  A 
NEW  JERSEY  CORPORATION). 

Whereas,  in  the  course  of  its  business,  this  company  has  acquired  and 
^ow  holds,  1,537,594  shares  in  the  capital  stock  of  the  Northern  Pacific 
Hallway  Company,  and  1,181,242  shares  in  the  capital  stock  of  the  Gi»eat 
Northern   Eailway   Company;    and 

Whereas,  in  a  suit  brought  by  the  United  States  against  this  company, 
the  said  railway  companies,  and  others,  this  company  has  been  enjoined 
from  voting  upon  the  shares  of  either  of  the  said  railway  companies,  and 
each  of  the  said  railway  companies  has  been  enjoined  from  paying  to  this 
company  any  dividends  upon  any  of  the  shares  of  such  railway  company, 
held  by  this  company;  and 

Whereas,  this  company  has  issued,  and  there  are  now  outstanding 
3,954,000  shares  of  its  own  capital  stock;  and 

Whereas,  this  company  desires  and  intends  to  comply  with  the  decree 
in  the  said  suit  fully  and  unreservedly,   and  without   delay: 

Resolved,  in  consideration  of  the  premises,  it  is  declared  necessary  and 
desirable  for  this  company  so  to  reduce  its  present  stock  as  will  enable 
it,  without  delay,  in  connection  with  such  reduction,  to  distribute  among 
its  shareholders  the  shares  of  capital  stock  of  said  railway  companies 
held  by  it. 

Resolved,  that  the  board  of  directors  of  this  company  hereby  declares  it 
advisalde  that  article  (4th)  of  this  company's  certificate  of  incorporation 
be  amended,  so  as  to  read  as  follows: 

"Fourth. — The  capital  stock  of  this  company  is  hereby  reduced  to  three 
million  nine  hundred  fifty- four  thousand  dollars  ($3,954,000),  and  shall 
hereafter  be  three  million  nine  hundred  and  fifty- four  thousand  dollars 
($3,954,000),  divided  info  thirty-nine  thousand  five  hundred  forty  (39,540) 
shares  of  one  hundred  dollars  ($100)  each.  Such  reduction  of  capital  stock 
shall  be  accomplished  by  each  holder  of  outstanding  shares  of  this  com-* 


AMENDMENTS  AND  CHANGES.  1679 

pany 's  stock  siirrcn(k'riii>4  to  the  coiiipany,  for  retirc-iiiciit,  uiiicty-niuo 
(9'J)  per  centum  of  the  shares  held  by  him.  Upon  the  surrender  to  this 
comi)any,  l)y  any  shareholder,  of  the  entire  number  of  shares,  and  parts 
of  shares  of  this  company's  stock,  which  he  is  hereby  requireil  to  surrender, 
this  company  will  assijijn  to  him,  for  each  share  so  surrendered,  thjrty-uine 
dollars  and  twenty-seven  cents  ($39.27)  of  the  stock  of  the  Northern 
Pacific  Railway  Company,  and  thirty  dollars  and  seventeen  cents  (.$30.17) 
of  the  preferred  stock  of  the  Great  Northern  Hallway  Company,  and  pro- 
portional amounts  thereof  for  fractional  shares  of  the  stock  of  this 
com{)any.  The  board  of  directors  or  e.xecutive  committee  from  time  to 
time  shall  make  such  rules  and  regulations  as  it  shall  deem  necessary  or' 
convenient  for  carrying  out  the  provisions  hereof,  and  all  matters  pertain- 
ing to  the  surrender  and  retirement  of  the  stock  of  this  compait}',  or  to  the 
assignment  and  transfer  of  the  stocks  of  the  said  railway  companies,  hereby 
contemplated,  shall  be  under  the  direction  of  the  board.  For  the  purposes 
hereof,  the  stockholders  of  this  company,  and  the  number  of  shares  held 
by  them,  respectively,  shall  be  determined  from  the  stock  transfer  books 
of  the  company,  which,  for  such  determination,  shall  be  closed  at  a  day 
and  hour  to  be  determined  by  resolution  of  the  board." 

Resolved,  that  a  meeting  of  the  stockholders  of  this  company  for  the 
purj)ose  of  taking  action  upon  the  said  alteration  of  the  certificate  of 
incorporation  of  this  company,  and  also  upon  such  other  business  as  may 
come  before  the  meeting,  be,  and  is  hereby,  called,  to  be  held  at  the  general 
offices  of  this  company  in  the*  city  of  Hoboken,  county  of  Hudson,  and 
state  of  New  Jersey,  at  11  o'clock  a.  m.  on  April  21,  A.  D.  1904. 

See  Northern  Securities  Co.  v.  Harriman,  134  Fed.  331.  See  also  United 
States  V.  Northern  Securities  Co.,   193  U.  S.   197, 

See  three  forms  next  preceding  and  notes  thereunder. 

Form  1955. 
CERTIFICATE  OF  DECREASE  OF  STOCK— (ILLINOIS). 

Office  of    

,    19.... 

To    


•  We  hereby  certify,  that  at  a  Special  Meeting  of  the  Stockholders  of 

held  at    on   the    day   of 

,    19....,    pursuant    to    notice,    in    the    following    manner 

to-wit:     by    mailing   to    each    of   the    stockholders    of    said    corporation, 

on  the   day  of   ,  A.  D.  19.  .  .  .,  a  written  notice, 

properly  addressed,  stating  the  object  of  such  meeting  and  the  time  and 
place  when  and  where  it  would  be  held,  and  also  by  a  general  notice 
of  the  time,  place  and  object  of  said  meeting,  published  for  three  suc- 
cessive weeks  in  the   ,  a  newspaper  printed  in    , 

in  said   County,  the  first  publication  of  which  notice  was 

on  the day  of ,  19. .  .  .,  and  the  last  pub- 
lication on  the  day  of  ,  19 ,  the  follow- 
ing question  was  submitted  to  the  stockholders  for  their  action: 

Resolved,    that    the    Capital   Stock    of.  this    Corporation    be    decreased 

from    Dollars,    to    the    sum    of    Dollars;    which 

resolution  was  adopted  by  the  stockholders,  two-thirds  of  all  the  votes 


1680    CORPORATION  FORMS  AND  PRECEDENTS. 

represented  by  the  whole  stock   of  said  Corporation   being  in  favor  of 
the  adoption  of  said  resolution  and  voting  therefor. 

Witness  our  hands  and  the  seal  of  said  Corporation,  this    

day  of  ,  19.... 

President. 

[Seal]  Secretary. 

STATE  OF  ILLINOIS,   ) 

t  go  ; 

County  of  Cook,  ( 

being  duly  sworn,  on  oath  says,  that  he  is  President 

of    ,    and    that    he    has    read    the    foregoing    certificate, 

and  knows  the  contents  thereof,  and  that  the  facts  therein  stated  and 
set  forth  are  true. 


President. 
Subscribed  and  sworn  to  before  me  this day  of ,  19.  . , 


Notary   Public. 

See  generally  as  to  the  decrease  of  capital  stock,  Cook  on  Corporations, 
§  289.  See  generally  the  statutes  of  the  various  states  and  state  forms, 
supra. 

See  Form  35,  supra,  for  certificate  of  reduction  of  capital  stock  of  Con- 
necticut corporation. 

See  for  Kansas  form,  Form  84,  supra.  - 

For  Missouri  form,  see  Form  126,  supra. 

For  Oregon  form,  see  Form  189,  supra. 

For  Vermont  form,  see  Form   250,  supra. 

For  West  Virginia  form,  see  Form  262,  supra. 

Form  1956. 

RESOLUTION   FOR    CHANGING   NUMBER   AND   PAR 

VALUE  OF  SHARES  WITHOUT  CHANGING  THE 

AMOUNT  OF  AUTHORIZED  CAPITAL  STOCK. 

Resolved,  That  the  number  of  shares  and  the  par  value  of  the  shares 

of  the    Company  be   changed  from    shares   of  the 

par  value  of   dollars  each  to    shares  of  the  par  value  of 

dollars  each,  so  that  the  authorized   capital   stock   shall   be,   as 

heretofore,    dollars. 

See  for  change  of  par  value  of  shares,  Cook  on  Corporations,  §§  281,  290, 
500,  note;  Clark  &  M.,  Corp.,  §412;  Tschumi  v.  Hills,  6  Kan.  App.  549; 
Droitwich  Patent  Salt  Co.  v.  Curzon,  3  Exch.  35;  Salem  Mill  Dam  Corp. 
v.  Ropes,  6  Pick.  (Mass.)  23;  Ambergate,  etc.,  Ry.  Co.  v.  Mitchell,  4  Exch. 
540;  Somerset,  etc.,  R.  Co.  v.  Cushing,  45  Me.  524. 

Form  1957. 

RESOLUTION  CHANGING  PAR  VALUE  OF  SHARES  OP 

STOCK. 

Resolved,  That  the  par  valne  of  the  shares  of  stock  of  this  Corpora- 
tion, which  are  now  of  the  par  value  of Dollars  per  share, 


AMENDMENTS  AN        .xaNGES.  1681 

be  and  the  same  are  hereby  chauged  to  the  par   value  of    

Dollars   ($ )   per  share. 

8ee  note  to  form  next  precedinj^. 

Form  1958. 

NOTICE  OF  SPECIAL  MEETING  TO  REDUCE  PAR  VALUE 

OF  SHARES  AND  INCREASE  THE  AMOUNT  OF 

CAPITAL  STOCK. 

STATE  OF  ILLINOIS,    I 

'  ss  • 
County  of  Cook.         ( ' 

Notice  is  hereby  given  that  a  special  meeting  of  the  stoekholders  of 

the   Company  will  be  held  at   Street,  Chicago, 

Illinois,   on   the    day   of    ,   A.   D.    19....,   at 

the  hour  of   ......   o'clock   ....   M.,  for  the  purpose  of  considering  the 

question  of 

1.  Reduction  of  the  par  value  of  the  shares  of  the  capital  stock  of 
said   company   from   .$100.00   per   share   to   $10.00   per   share. 

2.  To  increase  the  capital  stock  from  $25,000.00  to  $75,000.00. 
Dated ,  19 


Dirpctors. 
See  two   forms  next  preceding,  and  notes  thereunder. 

Form  1959. 

RESOLUTIONS  INCREASING  OR  DECREASING  CAPITAL 
STOCK  AND  CHANGING  PAR  VALUE. 

Whereas,  the  eai)ital  stock  of  the   Company,  is   

dollars,  divided  into   shares  of dollars  each,  of 

which    has  been  taken  up  and    per  cent,   thereon 

paid  in. 

And  whereas,  for  the  due  carrying  out  of  the  objects  of  the  company 
it  is  deemed  expedient  that  the  said  capital  stock  should  be  increased  (or 
decreased)  to  the  sum  of dollars,  or  re-divided  as  follows: 

Now  therefore  be  it  resolved  as  follows,  that  is  to  say: 

In  Case  o^  ax  Increase. 

1.  That  the  capital  stock  of  the  company  be  increased  from  the  sum  of 

dollars  to  the  sum  of   dollars  by  the   issue  of 

shares  of  new  stock  of  the  par  value  of dollars 

each. 

2.  That  the  new  shares  be  issued  and  allotted  in  such  manner  and 
proportion  as  the  directors  of  the  company  may  deem  proper  for  the  benefit 
of  the  company. 

In  Case  of  Reduction. 
1.     That  the  capital  stock  of  the  company  be  reduced  from  $500,000, 
divided    into    5000    shares   of    $100    each,   to    $250,000,    divided    into    5000 
shares  of  $50  each,  and  that  such  reduction  be  effected  by  cancelling  capi- 


1682     CORPORATION  FORMS  AND  PRECEDENTS. 

tal  whieh  has  been  lost  or  is  unrepresented  by  available  assets  to  the 
extent  of  $50  per  share  upon  each  of  the  5,000  shares  which  have  been 
issued  and  are  now  outstanding,  and  by  reducing  the  nominal  amount  of 
all  the  shares  in  the  company's  capital  from  $100  to  $50  a  share;  or 

That  the  capital  of  the  company  be  reduced  from  $20,000,  divided  into 
lOOO  shares  of  $20  each,  to  $10,000,  divided  into  1000  shares  of  $10  each, 
and  that  such  reduction  be  effected  by  cancelling  the  uncalled  capital  of 
$10  per  share. 

2.  That  the  allotment  of  such  shares  do  remain  as  at  present,  (or  that 
the  allotment   of  said   shares   be   made  by  the   directors  according   to   the 

rule  following '....) 

Ix  Case  op  Ee-division. 

1.     That  the shares  of  the  value  of dollars  each, 

at  present  constituting  the  capital  stock  of  the  company  shall  be  re- 
divided    (or   sub-divided)    into    shares   of  the  value- of    

doUars  each  and  that  until  otherwise  ordered  the  capital  stock  of  the  com- 
pany shall  consist  of  shares  of  the  value  of dollars 

each. 

See  preceding   forms   in   this   chapter. 

Form  1960. 

CHANGE  OF  DIRECTORS— NOTICE  FOR  MAILING— 

(ILLINOIS). 

Office  of   

,   19---. 

To   

You    are   hereby   notified,   that   a   Special    Meeting   of   the    Stockholders 

of  the    will  be  held  at  the  office  of    

in  the  City  of ,  County  of ,  Illinois,  on  the 

day  of ,  19 ,  at  the  hour  of 

0  'clock M.,  for  the  purpose  of  voting  upon  the  question  of  changing 

the  number  of  directors  of  said  Corporation  from to 

as  provided  by  law,  at  which  time  you  are  requested 

to  be  present. 


Directors. 

See  as  to  the  necessity  of  giving  notice  of  a  meeting  to  change  the 
number  of  directors.  Cook  on  Corporations,  §  594;  Clark  &  M.,  Corp.,  §  647. 

See  as  to  power  of  legislature  to  change  number  of  directors.  Cook  on 
Corporations,  §  499,  note;  Claik  &  M.,  Corp.,  §  27.5b  (3)  ;  Trustees  of  Dart- 
mouth College  v.  Woodward,  1  N.  H.  Ill,  4  Wheat.  (U.  S.)  518. 

Form  1961. 
NOTICE  OF  MEETING  TO  CHANGE  NUMBER  OF  DIRECT- 
ORS, FOR  PUBLICATION— (ILLINOIS). 

Notice  is  hereby  given,  that  a  special  meeting  of  the  stockholders  of 
will  be  held  at  the  office  of ,  in  tne 


A^IF.XDMFA'TR  AXI)  CHANGES.  1683 

of ,  County  of ,  State  of  llliuois,  on  the   

(lay  of  ,  A.  D.  19....,  at  ....  o'clock  ...  M.,  for  the  pur- 
pose of  votiiif^  upon   the   question  of  changing  the   nuniljor  of   directors 

of  said  corporation  from   to   as  provided  ])y  law,  and 

for  the  transaction  of  such  other  business  as  may  be  proper  to  come 
before  the  meeting. 

This  notice  is  issued  pursuant  to  a  written  application  to  nic  therefor, 
signed  by  the  stockholders  owning  a  majority  of  the  stock  of  said 
corporation. 

Dated  the   day  of  ,  A.  I).  19 


President. 


Attest: 


Secretary. 
See  form  next   prcccdinjj  find   note  thereunder. 

See  generally  as  to  the  call  of  corporate  meetings  and  the  notice  thereof, 
Cook  on  Corporations,  §§  5i);5-59i3;  Clark  &  M.,  Corp.,  §646. 

Form  1962 
RESOLUTION  CHANGING  NUMBER  OF  DIRECTORS. 

Resolved,   That   the    nunibor   of   directors   of   the    Company 

be,  and  hereby  is  increased  (decreased)  from  ,  the  present  num- 
ber, to    

See  as  to  increasing  number  of  directors  two  forms  next  preceding  and 
notes  thereunder. 

Form  1963. 

PUBLISHED  NOTICE  OF  CHANGE  OF  NAME,  INCREASE 
OF  PAR  VALUE  OF  SHARES,  DECREASE  OF  NUM- 
BER OF  SHARES,  REDUCTION  OF  NUMBER  OF 
DIRECTORS,  CHANGE  OF  CLASSIFICATION 
OF  DIRECTORS,  AND  CHANGING  LOCA- 
TION    OF     PRINCIPAL     OFFICE— 
(ILLINOIS). 

STATE  OF  ILLINOIS,  ) 

^  ss  * 
County  of  Cook,         ( 

Public  notice  is  hereby  given  that  at  a  special  meeting  of  the  stock- 
holders of   Company,  a  corporation,  Ifeld  at  Eoom    , 

Street,   Chicago,   Illinois,   on   the    day   of    , 

19....,  at  ...  M.,  pursuant  to  notice  published  according  to  the  statute 
in  such  cases  made  and  provided  an<l  to  notice  to  each  of  the  stock- 
holders of  said  corporation,  a  resolution  was  adopted  changing  the  name 
of  said  corporation  from  Company  to  Com- 
pany; increasing  the  amount  of  o:uh  share  of  stock  thereof  from  Ten 
Dollars    ($10.00)    to    One    Hundred    Dollnrs     ($100.00);    decreasing    the 

number  of  shares  thereof  from    ( )   to ( ) ; 

reducing  tlie   number  of  directors  from   five   (5)   to  three   (.T);   changing 


1684    CORPORATION  FORMS  AND  PRECEDENTS. 

the  classifieatiou  of  the  board  of  directors  from  first,  second,  and  third 
class  to  all  of  one  class,  whose  term  of  ofiice  shall  be  for  one  year;  and 

changing  the   location   of  the  principal   office   thereof  from   No , 

Ave.,    Chicago,    Cook    County,    Illinois,    to    the    corner    of 

and   Streets,  in  the  City  of   ,  County 

of   ,  and  State  of  Illinois,  stockholders  representing  all  the 

capital  stock  of  said  corporation  being  present  and  voting  in  favor  of 
said   changes,  and  that   certificates   of  said   changes   have   been   filed   in 
the  office  of  the  Secretary  of  State  of  the  State  of  Illinois  and  of  the 
Recorder  of  Deeds  of  Cook  County,  Illinois,  as  required  by  law. 
Dated,   Chicago,    ,   19.... 


President. 
Secretary. 

Form  1964. 

CERTIFICATE  OF  INCREASE  OF  CAPITAL  STOCK  AND 

INCREASE  IN  NUMBER  OF  DIRECTORS— 

(ILLINOIS). 

STATE  OF  ILLINOIS,   ^^ 
County   of    (  " 

I  hereby  certify  that  at  a  special  meeting  of  the  stockholders  of  the 

Company,    held    on    ,    19 .... ,    at     

o'clock  ...  M.,  pursuant  to  notice  required  by  law,  which  said  notice 
was  delivered  personally  (or  deposited  in  the  postoffice)  at  least  thirty 
days  before  the  time  fixed  for  such  meeting,  properly  addressed  to 
each  stockholder,  signed  by  a  majority  of  the  directors  of  said  cor- 
l)oration,  stating  the  time,  place  and  object  of  such  meeting,  and  a 
general  notice  stating  the  time,  place  and   object  of  such  meeting  was 

also  published  for  three  successive  weeks  in  the ,  a  newspaper 

printed  in  Chicago,  County  of  Cook,  State  of  Illinois,  the  following 
resolution  was  adopted,  at  least  two-thirds  of  all  the  votes  represented 
by  the  whole  stock  of  said  corporation  voting  therefor: 

Resolved,    That  the  capital   stock   of   the    Company,  be, 

and  is  hereby  increased  from Dollars,  to   Dollars,  and 

the  number  of  directors  of  the Company  be,  and  is  hereby 

increased  from  seven  to  nine. 

[Corporate  Seal]  

Secretary. 
STATE  OF  ILLINOIS,   ] 
County  of  Cook,  ( 

I, ,  being  duly  sworn,  declare  on  oath  that  I  am  President 

of  the  corporation  mentioned  in  the  foregoing  certificate,  and  that  the 
statements  therein  made  are  true  in  substance  and  in  fact. 

In    Witness   Whereof    1   have   hereunto   sot   my    hand    and    caused   the 
seal  of  said  corporation  to  be  affixed  this   day  of   ,  19. . . . 

President. 


AMENDMENTS  AND  CHANGES.  1685 

Subscribe<l  anrl  sworn  to  before  me  this day  of , 

19 

Notary     J'lihlii'. 
[N.S.] 

See  the  statutes  of  the  various  states.     See  also  Chapter  I,  ante. 
See    {jencraily    as    to    amendments    to    charters,    Cook    ou    Corporations, 
§§499-503;    Clark   &   M.,   Corp.,    P  L'CS  2S:{. 

Form  1965. 

CERTIFICATE  OF  CHANGE  OF  DIRECTORS— FOR  SEC- 
RETARY OF  STATE— (ILLINOIS). 

To    the    Honorable    

Secretary  of  State. 

It  is  hereby  certified,  That  at  a  Special  Meeting  of  the  Stockholders 

of  the  Corporation,   ,  held  at  the  office  of  the  Corporation 

,    County    of    ,    and    State    of    Illinois,    on    the 

day    of    ,    19....,   pursuant    to    notice    duly    given,    it 

was  voted,  two-thirds  of  all  the  votes  represented  by  the  whole  stock 
of  said  corporation  voting  in  favor  thereof,  that  the  number  of  Direc- 
tors of  said  Corporation  should  be    from    directors  to 

directors,  and  it  was  accordingly  done.     The  number  of  direc- 
tors of  said   Corporation  is  now    

Witness  the   hand  of  the  President  of  said  Corporation,  and   its  Cor- 
porate Seal,  this   day  of   ,  A.  D.  19 ...  . 


President. 
Attest : 


Secretary. 
STATE  OF  ILLINOIS, 

('ounty   of    

,  being  duly  sworn  on  oath  says,  that  he  is  the  President 

of   ,  the  above  named  corporation,  and  that  the  foregoinj; 

certificate  of  change   in  the   number   of   Directors   of  said   Corporation 
is  true. 


President. 
Subscribed  and  sworn  to  before  me  this   ....   day  of ,  19... 


Notary   Public. 
See  notes  to   form  next   preceding. 


Form  1966. 

CERTIFICATE  OF  CHANGE  OF  DIRECTORS,  FOR  RE- 
CORDER—(ILLINOIS) . 

To    ,  Recorder   of    County. 

It  is  hereby  certified,    That  at  a  Special  Meeting  of  the  Stockhol.lers 
of  the  Corporation,    held   at   the   otlice  of  the   Corporation, 


1686    CORPORATION  FORMS  AND  PRECEDENTS. 

,  County  of    ,  and  State  of  Illinois,  on  the    

(lav  of   ,  19.  .  .  .,  pursuant  to  notice  duly  given,  it  was  voted, 

two-thirds  of  all  the  votes  represented  by  the  whole  stock  of  said  cor- 
poration voting  in  favor  thereof,  that  the  number  of  Directors  of  said 

Corporation    should    be    from    directors    to    

directors,   and    it   was   accordingly    done.      The    number    of    directors    of 

said  Corporation   is   now    

Witness  the  hand  of  the  President   of  said  Corporation,  and  its  Cor- 
porate Seal,  this   day  of  ,  A.  D.  19.  . .  . 


Attest:  President. 

Secretary. 
STATE  OF  ILLINOIS,    | 

County    of    ( 

,  being  duly  sworn  on  oath  says,  that  he  is  the  President 

of  ,  the  above  named  corporation,  and  that  the  fore- 
going certificate  of  change  in  the  number  of  Directors  of  said  Corpora- 
tion is  true. 


President. 
Subscribed  and  sworn  to  before  me  this   ....   day  of   ,  19 


Notary  Public. 
See    Form    15,    supra,    for    certificate    for    increasing   or    decreasing    the 
number  of  directors  of  a  California  corporation. 

Form  1967. 

NOTICE  OF  STOCKHOLDERS'  MEETING  TO  CHANGE 

NAME,  CHANGE  OBJECT  AND  INCREASE 

CAPITAL  STOCK— (ILLINOIS). 

Public  notice  is  hereby  given  that  a  special  meeting  of  the  stockholders 

of   the    Company   will   be   held   on   the    

day  of ,  19 .... ,  at  the  hour  of   o  'clock   ....   M., 

;it    Building,   Chicago,   Illinois,   for  the  purpose  of  con- 
sidering the  following  questions: 

(1)  Changing  the  name  of  said  corporation  to  the Com- 
pany. 

(2)  Changing  the  object  of  said  corporation  so  that  the  same  shall 
be  to  own,  hold,  use,  license,  sell  and  otherwise  dispose  of  or  deal  in 
patents  and  patent  rights  of  all  kinds,  both  domestic  and  foreign,  and  to 
conduct  experiments  in   or  in  connection  with  patents  or  patent  ri^ 

(3)  Increasing  the  capital  stock  so  that  the  same  shall  be  $. 
Dated  ,  19 


■     Majority  of  the  Board  of  Directors. 
See   for  change  of  corporate  name.  Cook   on   Corporations,    §499,  note; 
Clark  &  M.,  Corp.,  §§55,  50. 


AMENDMENTS  AND  CHANGES.  1687 

Form  1968. 
RESOLUTION  FOR  CHANGE  OF  NAME. 

Resolved,  That  tlie  name  of  this  corporation  he  <hanjii'ii  from 

Company,   its  present   name,  to    Company,   Ijy  which  latter 

name  it  shall  hereafter  be  known. 

See  form  next  following  and  notes  tln^reiinder. 

Form  1969. 

RESOLUTION  CHANGING  THE  NAME  OF  A  CORPORA- 
TION. 

Resolved,  That  the  name  of  this  Company  be  changed  from 

to   ,  and  that  the  last  mentione<l  name  l)e  and 

it  is  hereliy  adojited  as  the  corporate  name  of  this  corporation. 

See  as  to  the  change  of  name  of  a  corporation,  Cooii  on  Corporations, 
§499,  note;  Clark  &  M.,  Corp.,  §355;  Hamilton  v.  Snyder,  178  Fed.  I'M); 
Sumpter  Toliacco  Warehouse  Co.  v.  Phoenix  Ins.  Co.,  76  S.  C.  76,  10  L.  R. 
A.  (N.  S.)  736. 

See  two  forms  next  preceding  and  notes  thereunder. 

See  Form  37,  supra,  for  certificate  for  change  of  name  of  Connecticut 
corporation. 

For  amendment  changing  name  of  Texas  corporation,  see  Form  240, 
supra. 

For  Vermont  form,  see  Form  251,  supra.  . 

For  West  Virginia  form,  see  Form  263,  supra. 

See  Form  18,  supra,  for  order  for  change  of  name  of  California  associa- 
tion. 

Form  1970. 
CERTIFICATE  OF  CHANGE  OF  NAME— (ILLINOIS). 


Office  of   

^19.. 


To 


Secretary  of  Stale. 

We  hereby  certify,  that  at  a meeting  of  the  stockholdera 

of ,  held  at ,  on  the day  of 

,   19....,  pursuant   to  notice,   in  the  following  manner,  to- 

wit:    by  mailing  to  each  of  the  stockholders  of  said   corporation,   on   the 

day  of    ,   19.  . .  .,   a   written   notice,   signed 

by  a  majority  of  the  directors  of  said  corporation,  properly  addressed, 
stating  the  object  of  said  meeting  and  the  time  and  place  when  and  where 
it  would  be  held,  and  also  by  a  general  notice  of  the  time,  place  and 
object    of    said    meeting,    published    for    three    successive    weeks    in    the 

,   a  newspaper   printed   in    ,  in   said   county, 

the   first  publication  of  which  notice  was   on  the    day   of 

,   19.  ... ,  and  the  last   publication   on   the    

day  of   ,  10.  .  .  .,  tlie  following  resolution  was  submitted  to 

the  stockholders  for  their  action:  (Insert  resolution,  e.  g..  Form  1969,  supra.) 
which  resolution  was  adopted  by  the  stockholders,  two-thirds  of  all  the 
votes  represented  by  the  whole  stock  of  said  corporation  being  in  favor 
of  the  adoption  of  said  resolution  and  voting  therefor. 


1688    CORPORATION  FORMS  AND  PRECEDENTS. 


Witness   our   hands   and   the   seal   of   said   corporation,   this 
day  of   ,   10.... 


President. 

Secretary. 

STATE  OF  ILLINOIS, ) 

County,         V 

being  duly  sworn  on  oath  says  that  he  is  presi- 
dent of  ,  an<l  that  he  has  read  the  foregoing  certifi- 
cate, and  knows  the  contents  thereof,  and  that  the  facts  therein  stated 
and  set  forth  are  true. 


President. 

Subscribed  and  sworn  to  before  me,  this day  of , 

19.... 


Notary  Public. 
See  the  statutes  of  the  various  states.     See  generally  as  to  the  amend- 
ment  of  charters,   Cook   on   Corporations,    §§  499-503;    Clark   &   M.,   Corp., 
§§57,  58.     See  also  Chapter  1    ante. 

Form  1971. 
NOTICE  OF  CHANGE  OF  NAME— (ILLINOIS). 

STATE  OF  ILLINOIS,) 

V    SS ' 

County  of  Cook,       ^ 

Public  notice  is  hereby  given  that  at  a  special  meeting  of  the  Stockholders 

of    Company,  held  at  the  office  of  the  Company,  Nos. 

Street,  Chicago,  Cook  County,  Illinois,  on  the    

day  of ,  A.  D.  19 ,  at  the  hour  of o'clock M., 

stockholders  representing  all  of  the  capital  stock  of  said  corporation  being 
present  and  voting  in  favor  thereof,  the  following  resolution  was  unani- 
mously adopted. 

Kesolved,  That  the  name  of  this  Company  be  changed  from 

Company  to Company,  and  that  the  last  mentioned  name 

be  and  it  is  hereby  adopted  as  the  corporate  name  of  this  Company. 

That  certificates  of  such  change  have  been  filed  in  the  office  of  the 
Secretary  of  State  of  Illinois  and  in  the  office  of  the  Recorder  of  Deeds  of 
Cook  County,  Illinois,  as  provided  by  law. 

Dated,  Chicago,  Illinois,    ,  A.  D.   19 

President. 

Secretary. 

Form  1972. 
NOTICE  OF  CHANGE  OF  OBJECTS— (ILLINOIS). 

STATE  OF  ILLINOIS,)  ^^ 
County  of  Cook,      ( 
Public  notice  is  hereby  given  that  a  special  meeting  of  the  stockholders 
jjf   Company,  a  corporation  duly  organized   and  existing 


AMENDMENTS  AND  CHANGES.  1689 

under  and  bj  virtue  of  the  laws  of  the  State  of  Illinois,  held  at  the  office 
of  said  Company,  Avenue,  at  Chicago,  Cook  County,  Illi- 
nois, on  ,  the  day  of  ,  19 .... , 

at  the  hour  of  o'clock  ....  M.,  the  object  for  which  said  cor- 
poration was  formed  was  changed  so  as  to  read  as  follows,  to-wit :  "To 
manufacture,  sell  and  deal  in  supplies  pertaining  to  the  u{)hol3tering  busi- 
ness; to  buy  and  sell  |iatents,  issue  licenses  thereunder,  and  act  as  Com- 
mission Agents  for  owners  of  other  articles,  and  as  selling  agents  for 
owners  of  other  patents,  and  do  any  and  all  things  incident  to  the  con- 
duct of  such  business,"  stockholders  representing  all  the  shares  of  the 
capital  stock  of  said  corporation  being  present  and  voting  in  favor  of 
said  change,  and  a  certificate  of  said  change  has  been  filed  with  the  Secre- 
tary of  State  of  the  State  of  Illinois,  and  with  the  recorder  of  deeds  of 
Cook  County,  Illinois,  as  required  by  law. 

Dated,  Chicago,   Illinois,    ,   19.  .  .  . 


President. 
Secretary. 

Form  1973. 
RESOLUTION  CHANGING  OBJECTS  OF  CORPORATION. 

Hesolved,  That  the  objects  of  this  corporation  which  now  read  as  fol- 
lows :    " "  be  enlarged  and  changed  so  that  the  same 

shall  read  as  follows :    

See  as  to  changes  of  objects  and  purposes  of  corporation,  Cook  on  Cor- 
porations, S§500,  note,  499,  note;  Clark  &  M.,  Corp.,  §§57-58;  Bond  v. 
Atlantic  Terra  Cotta  Co.,  122  N.  Y.  Supp.  425,  reversing  123  N,  Y.  Supp. 
1085;  Colgate  v.  United  States  Leather  Co.,  73  N.  J.  Eq.  72. 

Form  1974. 

CERTIFICATE  OF  CHANGE  OF  OBJECTS  OF  CORPORA- 
TION—(ILLINOIS). 

Office  of  The  Company. 

Chicago,  111.,  ,  19 

To   ,  Esq., 

Recorder  of  Cook  County. 
We   hereby   certify   that    at   a   special    meeting   of   the   stockholders    of 

The    Company,  held  at  the  office  of  the  Company  in 

the  City  of  Chicago  on  the    day  of    , 

A.  D.  19...,,  pursuant  to  notice  in  the  following  manner,  to-wit:  by  mail- 
ing to  each  of  the  stockholders  of  said  corporation  on  the   

day  of   ,  A.  D.  19. . .  .,  a  written  notice,  properly  ad- 

dresseii,  stating  the  object  of  said  meeting  and  the  time  and  place  when 
and  where  it  would  be  held,  and  also  by  a  general  notice  of  the  time,  place 
and   object   of  said   meeting,   published    for   three   succes.sive  weeks   in   the 

,   a  newspaper   published    in   Chicago,   County   of   Cook 

and  State  of  Illinois,  the  first  publication  of  which  notice  was  on  the 
day  of ,  A.  D.  19 .... ,  and  the  last  publi- 


1690    CORPORATION  FORMS  AND  PRECEDENTS. 

cation  on  the    day  of   ,  A.   D.   19 .  . .  .,  the 

following  question  was  submitted  to  the  stockholders  for  their  action: 

Eesolved,  That  the  objects  for  which  this  corporation  was  formed  be 
enlarged  and  changed  so  that  the  same  shall  be  as  follows: 

(Set  forth  new  object  clauses.) 
which   resolution   was   adopted   by   the   stockholders,   two-thirds   of   all   the 
votes  represented  by  the  whole  stock   of  such  corporation   l)eing   in   favor 
of  the  adoption  of  said  resolution  and  voting  therefor. 

We  do  hereby  further  certify  that  at  the  said  special  meeting  of  said 
stockholders  held  at  the  same  time  and  place  and  in  pursuance  of  the 
notice  aforesaid,  the  following  resolution  was  submitted  to  the  stock- 
holders for  their  action: 

Eesolved,  That  the  capital  stock  of  this  corporation  be  increased  from 
one  million  dollars  to  the  sum  of  ope  million  tive  huudred  thousand  dollars, 
consisting  of  fifteen  thousand  shares  of  the  par  value  of  one  hundred  dcl- 
lars  each;  which  said  resolution  was  adopted  by  the  stockholders,  two- 
thirds  of  all  the  votes  represented  by  the  whole  stock  of  said  corporation 
being  in  favor  of  the  adoption  of  said  resolution  and  voting  therefor. 

Witness  our  hands  and   the  seal  of  said  corporation,  this    

day  of    ,   19.  . . . 

President. 

[Corporate  Seal]  Secretary. 

STATE  OF  ILLINOIS,  ] 

County  of  Cook,      ( 

,  being  duly  sworn,  on  oath  says  that  he  is  president  of 

the    Company    and    that    he    has    read    the    foregoing 

certificate,    and    knows    the    contents    thereof,    and   that    the    facts   therein 
stated  and  set  forth  are  true. 


President. 

Subscribed  and  sworn  to  before  me,  this day  of 

19....  '.K.  ;  J.. 


Notary  Public. 

(N.  S.) 

See  the  statutes  of  the  various  states.  See  generally  as  to  amendment 
of  charters,  Cook  on  Corporations,  §§499-503;  Clark  &  M.,  Corp.,  §§57, 
58.     See  also  Index,  post,  title  extension  of  corporate  existence. 

See  for  form  of  statement  for  changing  or  extending  corporate  business 
of  a  Misaouri  corporation,  Form  126,  supra. 

Form  1975. 

RESOLUTION  TO  EXTEND  DURATION  OF  CORPORATE 

EXISTENCE. 

Resolved,  That  the  time  of  the  continuance  of  this  corp.^.uiion  be  ex- 
tended ....  years  beyond  the  expiration  of  the  present  limit  (or,  "be  ex- 
tended to  the day  of ,  19 .  . . . , "  whichever  it 

desired). 


AMENDMENTS  AND  CIIANOES.  1691 

Form  1976. 

RESOLUTION  FOR  EXTENDING  CORPORATE 
EXISTENCE. 

Resolved,   That   tlie  corporate   existence  of   this  Corporation  be  and  the 

same  is  hereby  extended  for  the  period  of years  from  the 

day  of  ,  19 

Further  Resolved,  That  the  officers  of  this  corporation  take  all  necessary 
steps  and  file  all  requisite  instruments  for  perfecting  the  extension  of  such 
corporate  existence. 

See  as  to  the  extension  of  corporate  existence,  Bird  v.  Gay,  162  Mich. 
612;  Home  Bldp.  Ass'n  v.  Bruner,  120  S.  W.  (Ky.)  306;  Diamond  State 
Iron  Co.  V.  Husbands,  8  Del.  Ch.  2U5. 

See  Form  17,  supra,  for  certificate  of  extension  of  corporate  existence 
of  a  California  corporation. 

See  for  forms  of  notice  to  stockholders  of  special  meeting  to  extend 
duration  of  Illinois  cori)oration,  Forms  70-71,  supra;  for  form  of  certifi- 
cate of  extension  of  duration,  Form  72,  supra. 

Form  1977. 

RESOLUTION  FOR  CHANGE  OF  PRINCIPAL  PLACE  OF 

BUSINESS. 

Resolved,  That  the  location  of  the  principal  place  of  business  of  this 

corporation  be  changed,  from    ,   in   the   county   of    , 

and  state  of ,  to ,  in  the  county  of , 

and  state  of 

Form  1978. 

CERTIFICATE  OF  CHANGE  OF  PRINCIPAL  OFFICE— 
(ILLINOIS). 

STATE  OF  ILLINOIS,    | 

Vss: 
County  of   ) 

I  hereby  certify  that  at  the  regular  annual  meeting  of  the  Stockholders 

of  the   Company,  held  on   ,  19 .... ,  at 

o'clock    ....    M.,  the  following  resolution  was  adopted: 

"Resolved,   Tliat   the  main   office   of  this   corporation   be   removed   from 

Illinois,   to    ,  Illinois. ' ' 

,  President 

of   Company. 

[Seal] 

(Add  jurat.) 

Sec  Form  16,  supra,  for  certificate  of  removal  of  principal  place  of 
business  of  a  California  corporation. 

See  Form  36,  supra,  for  certificate  of  change  of  location  of  Connecticut 
corporation. 

For  Now  Jersey  form,  see  Form  143,  supra. 

For  Texas  form,  see  Form  240,  supra. 

For  Vermont  form,  see  Form  252,  supra. 


CHAPTER  XXXIII. 

MERGER  AND  CONSOLIDATION  OF 
CORPORATIONS. 

Form  1979. 

NOTICE  OF  SPECIAL  MEETING  OF  STOCKHOLDERS  TO 
CONSIDER  PROPOSED  CONSOLIDATION— (ILLINOIS). 

Ice   Company. 

Notice  of  Special  Meeting  of  Stockholders. 

To  the  stockholders  of Ice  Company : 

Public  notice  is  hereby  given  that  at  a  meeting  of  the  Board  of  Direct- 
ors of  the  Company,  held  upon  the  seventeenth  day  of  January,  1913,  it 
was    unanimously   determined   by   the   board   that   a   consolidation    of   this 

company  with   the    Fuel   Company,   a  corporation   of  the 

State  of  Illinois,  is  desirable,  and  the  board  likewise  unanimously  deter- 
mined to  submit  to  the  consideration  and  vote  of  the  stockholders  the  ques- 
tion of  such  consolidation,  in  accordance  with  the  terms  approved  and 
recommended  by  the  board  and  by  resolution  ordered  and  directed  that  a 
special  meeting  of  the  stockholders  of  this  Company  be  called  to  be  held 
on  the   19th  day  of  February,   1913,  at  the  hour  of  ten  thirty  o'clock  in 

the  forenoon,  at  the  office  of  the  Company,  No ,   street, 

Chicago,  lUinois,  for  the  purpose  of  considering  and  voting  upon  the  ques- 
tion as  to  whether  Ice  Company  shall  consolidate  with 

Fuel  Company,  in  accordance  with  the  terms  of  such  con- 
solidation, approved  and  recommended  by  the  board  as  aforesaid,  and 
further  to  consider  and  act  upon  any  and  all  matters  that  may  properly 
be  brought  before  the  said  meeting. 

Now,    therefore,    pursuant   to    such    action    and   order,    notice    is    hereby 

given  that  a  special  meeting  of  the  stockholders  of  Ice 

Company  will  be  held  at  the  time  and  place  aforesaid  to  consider  and 
vote  upon  such  question  of  the  consolidation  of  said  companies  and  the 
terms  thereof,  and  for  the  purpose  of  considering  and  acting  upon  any 
and  all  matters  which  may  properly  be  brought  before  said  meeting. 

A  proposed  agreement   and   articles   of  consolidation   of  said   companies 
embodying  such   terms  will  be  sulmitted   at  said  meeting  of   stockholders 
and  a  copy  thereof  will  be  furnished  before  and  at  said  meeting  to  any 
stockholder  desiring  a  copy  thereof. 
Dated  January  17,  1913. 

1692 


MERGER  AND  CONSOLIDATION.  1693 

B7  order  of  the  Board  of  Directors. 


Secretary. 

See  form  next  following. 

The  consolidation  of  corporations  is  not  within  the  objects  of  a  corpora- 
tion, in  the  absence  of  provision  therefor,  and  cannot  be  implied.  Cor- 
l)oratioiis  cannot  lawfully  consolidate,  however  desirable  and  Ijeneticial  con- 
solidation may  bo,  unless  the  state  has  expressly  authorized  them  to  do  so, 
cither  by  a  provision  in  their  charters,  or  the  charter  of  one  of  them,  or  by 
si)ecial  act  passed  after  their  creation,  and  before  consoliilation,  provided 
a  sjjecial  act  for  such  purpose  is  constitutional,  or  by  general  law.  Legisla- 
tive authority  is  just  as  essential  to  a  valid  consolidation  of  existing  cor- 
porations as  it  is  to  the  creation  of  a  corporation  in  the  first  instance. 
Clark  Ac  M.,  Corp.,  §  347.  See  for  consolidation  of  corporations,  Cook  on 
Corporations,  S§  51a,  269,  499  note,  500  note,  501  note,  631,  637,  769,  78.5, 
846,  892,  894-897,  910;  Clark  &  M.,  Corp.,  §S  347-363. 

As  consolidation  is  wholly  statutory  and  the  laws  of  the  respective  states 
in  respect  thereto  are  widely  variant,  there  will  be  only  given  herein 
complete  forms  for  consolidation  under  the  laws  of  the  state  of  Illinois 
and  several  other  illustrative  forms  and  forms  of  agreements  from  which 
the  requisite  forms  for  use  in  the  different  states  can  readily  be  adapted. 

See  Form  41,  supra,  for  certificate  of  consolidation  and  merger  of 
Connecticut  corporations. 

Form  1980. 
AGREEMENT  FOR  CONSOLIDATION— (ILLINOIS). 

Agreement  and   Articles   of   Consolidation,    made   and   entered   into   the 

day  of  February,  one  thousand  nine  hundred  and  thirteen,  by 

and  between    Fuel   Company,    a    corporation    organized    and 

existing  under  the  laws  of  the  State  of  Illinois,  party  of  the  first  part, 
and  the  Ice  Company,  a  corporation  organized  and  exist- 
ing under  the  laws  of  the  State  of  Illinois,  party  of  the  second  part,  here- 
inafter called  "Constituent  Companies,"  witnesseth: 

Whereas,  said  Constituent  Companies  are  duly  authorized  and  empow- 
ered to  consolidate,  and  by  due  action  of  the  Stockholders  of  the  respect- 
ive Constituent  Companies  it  has  been  deemed  advisable  and  expedient  to 
consolidate  said  Constituent  Companies  into  a  single  corporation,  and  that 
such  consolidation  be  effected: 

Now,  Therefore,  in  consideration  of  the  premises  and  of  the  mutual  prom- 
ises, agreements,  covenants,  and  grants  hereinafter  contained,  it  is  hereby 
mutually  agreed  by  and  between  said  Constituent   Companies  as  follows: 

First — Fuel  Company  and    Ice  Company, 

Constituent    Companies,    afore.said,    are    hereby    consolidated    into    a    single 

corporation    under    the    name    of    Company,   hereinafter 

called  the  "Consolidated   Corporation." 


1694     CORPORATION  FORMS  AND  PRECEDENTS. 

Second — The  object  for  wliieh  said  Consolidated  Corporation  is  formed 
is  the  same  as  the  object  of  each  of  said  Constituent  Companies,  namely: 

(a)  To  deal  at  wholesale  and  retail  in  coal,  coke,  wood,  and  other  fuel 
of  all  kinds;  to  mine  coal,  manufacture  coke  and  enjjage  in  the  produc- 
tion and  manufacture  and  sale  of  all  articles  connected  with  the  business 
of  dealing  in  coal   and  other   fuel. 

(b)  To  conduct  a  general  jobbing,  warehousing,  and  mercantile  busi- 
ness, and  to  do  all  things  necessary  or  proper  in  connection  therewith. 

(c)  To  engage  in  the  transaction  of  a  general  ice  business;  the  manu- 
facturing of  and  dealing  in  wagons,  automobiles,  tools,  machinery  and 
apparatus. 

(d)  To  manufacture,  produce,  purchase,  acquire,  own,  possess,  use,  sell 
and  otherwise  dispose  of  distilled  and  other  water,  and  any  and  all  carbo- 
nated beverages;  and  also  ice  cream  and  table  ices,  buttermilk,  fermented 
lactic  acid  milk,  evaporated  and  condensed  milk,  milk  powder,  and  any 
and  all  other  kinds  of  milk  products. 

(e)  To  engage  iu  a  general  business  in  gravel,  sand,  brick,  stone,  lime, 
cement,  metal,  composition,  wood,  and  other  substances  and  materials. 

(f)  To  raise,  purchase,  acquire,  own,  possess,  use,  sell,  and  otherwise 
dispose  of  horses,  mules,  and  other  live  stock. 

(g)  To  construct,  purchase,  acquire,  own,  possess,  use,  operate,  sell,  and 
otherwise  dispose  of  the  appliances,  facilities  and  means  for  a  common 
storage  and  a  cold  storage  business,  and  to  do  and  to  have  done  a  cold 
storage,  a  produce,  a  provision,  and  a  delivery  business. 

(h)  To  obtain,  purchase,  acquire,  own,  possess,  use,  sell,  and  otherwise 
dispose  of  letters  patent  of  the  United  States  of  America,  and  of  foreign 
countries,  and  rights,  privileges,  and  immunities  thereunder,  covering  any 
new  and  useful  improvements  in  or  relating  to  or  pertaining  to  or  inci- 
dental to  any  and  all  of  the  matters  and  things  herein  named  or  referred 
to,  and  any  and  all  parts  thereof. 

(i)  To  do  and  perform  any  and  all  other  acts  and  things  necessary  to 
be  done  and  performed  to  attain  the  objects  and  purposes  herein  ex- 
pressed and  intended. 

Third — The  amount  of  capital  stock  of  said  Consolidated  Corporation  is 
Eleven  Million  Dollars  ($11,000,000),  divided  into  one  hundred  and  ten 
thousand  (110,000)  shares  of  the  par  value  of  One  Hundred  Dollars 
($100)  each,  of  which  forty-five  thousand  (45,000)  shares,  amounting  to 
Four  Million  Five  Hundred  Thousand  Dollars  ($4,500,000)  par  value  shall 
be  Preferred  Stock,  and  sixty-five  thousand  (65,000)  shares,  amounting  to 
Six  Million  Five  Hundred  Thousand  Dollars  ($0,500,000)  par  value,  shall 
be  Common  Stock. 

The  holders  of  Preferred  Stock  shall  be  entitled  to  receive,  when  and 
as  declared,  from  the  surplus  or  net  profits  of  the  Consolidated  Corpora- 
tion, yearly  dividends  at  the  rate  of  seven  per  cent,  per  annum,  and  no. 
more,  payable  semi-annually  on  dates  to  be  fixed  by  the  by-laws  or  by 
the  Board  of  Directors.  The  dividends  on  the  Preferred  Stock  shall  be 
cumulative  and  shall  be  payable  before  any  dividends  on  the  Common 
Stock  shall  be  paid  or  set  apart,  so  that  if  in  any  year  dividends  amount- 
ing to  seven  per  cent,  shall  not  have  been  paid  thereon,  the  deficiency  shall 
be  payable  V^efore  any  dividends  shall  be  paid  upon  or  set  apart  for  the 
Common  Stock. 


MERGER  AND  CONSOLIDATION.  1695 

Whenever  till  cumulative  dividends  on  the  Preferred  Stock  for  all  pre- 
vious years  shall  have  been  declared,  and  shall  have  become  payable,  and 
the  dccrued  scnii  annual  installment  for  the  current  year  on  the  Pre- 
ferred Stock  shall  have  been  declared,  and  the  Consoliilatod  Corporation 
shall  have  paid  such  doclarcd  cumulative  dividends  for  the  previous  years, 
and  such  accrued  semi-annual  installment  upon  said  Preferred  Stock,  or 
shall  have  set  apart  from  its  surplus  or  net  profits,  a  sum  sufficient  for 
the  payment  thereof,  the  Board  of  Directors  may  declare  dividends  upon 
the  Common  Stock  payable  then  or  thereafter,  out  of  any  remaining  sur- 
plus or  net  profits. 

In  the  event  of  any  liquidation,'  dissolution,  or  winding  up,  whether 
voluntary  or  involuntary,  of  the  Consolidated  Corporation,  the  holders  of 
Preferred  Stock  shall  share  equally  and  be  entitled  to  be  paid  in  full,  both 
the  par  amount  of  their  shares  and  the  unpaid  dividends  accumulated 
thereon,  before  any  amount  shall  be  paid  to  the  holders  of  Common  Stock 
and  after  the  payment  to  the  holders  of  the  Preferred  Stock,  of  its  par  value 
and  unpaid  dividends  accumulated  thereon,  the  remaining  assets  and  funds 
shall  be  divided  and  paid  to  the  holders  of  Common  Stock  equally  and 
pro  rata  according  to  their  respective  shares. 

Fourth — The  capital  stock  of  the  Consolidated  Corporation  may  here- 
after be  increased  from  time  to  time,  upon  such  vote  of  the  stockholders 
as  the  statute  may  require  for  an  increase  of  capital  stock.  In  any  such 
case,  such  increase  may  be  in  either  Common  Stock  alone.  Preferred  Stock 
alone,  or  Common  and  Preferred  Stock,  and  in  such  amounts  in  respect  of 
each  as  the  stockholders  may  determine.  The  unissued  Preferred  Stock 
or  Common  Stock,  or  both,  may  be  issued  from  time  to  time  in  such 
amounts  and  proportions,  and  for  such  consideration,  as  shall  be  deter- 
mined by  the  Board  of  Directors  and  permitted  by  law,  and  may  be  issued 
without  any  offering  or  sale  thereof  to  the  stockholders  existing  at  the  time 
of  such  issue. 

Each  share  of  Preferred  and  Common  Stock  shall  have  the  same  voting 
power  in  all  corporate  atfairs,  and  each  share  thereof  shall  be  entitled  to 
one  vote,  except  as  otherwise  provided  by  law. 

With  the  consent  and  approval  of  the  holders  of  two-thirds  in  amount 
of  the  outstanding  capital  stock,  obtained  at  a  meeting  of  the  stockholders 
of  the  Consolidated  Corporation,  the  entire  assets  and  properties  of  the 
Consolidated  Corporation  may  be  sold,  or  disposed  of,  in  such  manner, 
and  for  such  consideration  as  shall  be  determined. 

Fifth — The  principal  office  of  said  Consolidated  Corporation  shall  be 
located  in  the  City  of  Chicago,  County  of  Cook,  State  of  Illinois. 

Sixth — The  corporate  powers  of  the  Consolidated  Corporation  shall  be 

exercised  by  a  board  of  ( )   directors,  who  shall  be 

elected  annually  by  the  stockholders  at  the  time  and  in  the  manner  pro- 
vided by  law  and  the  by  daws  of  the  Consolidated  Corporation.  A  major- 
ity of  the  Board  of  Directors  shall  constitute  a  quorum.  %The  Board  of 
Directors  may  appoint  an  P^xecutive  Committee  which,  so  far  as  may  be 
lawful,  shall  have  and  may  exercise  all  the  powers  of  the  Board  of 
Directors  between  meetings  of  the  Board. 

Seventh — The  names  and  addresses  of  those  who  shall  be  the  first  Direct- 
ors, until  the  next  annual  election  of  Directors,  and  until  others  are  choseu 
in  their  place,  are  as  follows: 


1696    CORPORATION  FORMS  AND  PRECEDENTS. 

Name.  Address. 


Eighth — The  officers  of  the  Consolidated  Corporation  who  shall  hold 
their  offices  until  their  successors  are  elected  or  appointed,  according 
to  law  and  by  the  by-laws  of  the  Consolidated  Corporation,  shall  be  such 
as  may  be  elected  or  appointed  by  the  Board  of  Directors  at  their  first 
meeting. 

Ninth — The  duration  of  said  Consolidated  Corporation  shall  be  ninety- 
nine   (99)   years. 

Tenth — The  number  of  shares  of  stock,  which  shall  be  issued  as 
fully  paid  and  non-assessable,  in  the  Consolidated  Corporation  to  which 
the  stockholders  in  each  of  the  Constituent  Companies  shall  be  entitled, 
shall  be  as  follows: 

Allotment  of  Eatio  of 

New  Shares.  Exchange. 


Number  of 
Name  Shares  Issued. 

Fuel  Company : 

1st  Preferred  Stock  13,688 


Common    Stock 

Ice 

Company: 
Preferred  Stock. 


20,000 


13,688  Preferred 
20,000  Common 


30,000         25,800  Preferred 


Common    Stock 


40,000 


Par  for  par. 
Par  for  par. 


86/100  of  a  share  of 
new  Preferred 
Stock       for       one 

share   of    

Ice  Com- 
pany Preferred 
Stock. 

Par  for  par. 


40,000  Common 

Eleventh — The  holders  of  Preferred  Stock  of  ,, Fuel  Company  and 

of    Ice  Company  shall  be  entitled,  upon  surrender  of 

their  certificates  for  such  stock  respectively  in  exchange  for  Preferred 
Stock  of  the  Consolidated  Company  as  aforesaid,  to  receive  a  sum  in 
cash  equal  to  the  amount  of  dividends  accumulated  to  the  date  when 
such  consolidation  shall  become  effective  and  then  remaining  unpaid 
upon  the  stock  so  surrendered. 

Twelfth — The  Consolidated  Corporation  shall  be  and  is  vested  with, 
and  shall  hold  and  enjoy,  all  the  powers,  privileges,  rights,  franchises, 
properties,  real,  personal,  or  mixed,  claims,  demands,  and  estates,  which 
may  be  owned,  possessed,  or  enjoyed  by  each  of  said  Constituent  Com- 
panies, and  each  of  said  Constituent  Companies  hereby  agrees,  to  make, 
execute,  and  deliver  any  and  all  further  conveyances,  assignments,  and 
assurances  in  the  law,  and  things  necessary  to  vest  the  title  thereof  in 
said   Consolidated   Corporation. 

Thirteenth — The  debts  and  liabilities  of  each  of  said  Constituent 
Companies  existing  or  accrued  prior  to  this  consolidation,  and  all  ex- 
penses incidental  to  such  consolidation,  shall  be  assumed  and  borne  hy 
the  Consolidated  Corporation. 


.     -  MERGER  AND  CONSOLIDATION.  1697 

Fourteenth — The  stockholders  of  record  of  said  Constituent  Com- 
panies shall  respectively  be  entitled  to  receive  in  exiihange  for  and 
upon  surrender  of  their  certificates  of  stock  in  such  Constituent  Com- 
panies, certificates  of  stock  in  the  Consolidated  Corporation,  as  above 
provided,  and  in  proportional  amounts  based  upon  the  ratio  of  exchange 
hereinabove  set  forth,  but  no  certificates  for  fractional  shares  of  stock 
shall  be  issued  by  said  Consolidated  Corporation.  The  Board  of  Direct- 
ors of  said  Consolidated  Corporation  shall  have  power  to  provide  for 
the  issuing  of  fractional  warrants  of  stock  scrip  which,  when  presented 
in  amounts  aggregating  the  par  amount  of  one  or  more  whole  shares, 
shall  entitle  the  holders  thereof  to  a  certificate  or  certificates  for  such 
---are  or  shares. 

The  Consolidated  Corporation  shall  without  unnecessary  delay  issue 
certificates  of  stock  in  such  form  as  may  by  the  Board  of  Directors  be 
deemed  advisable,  and  such  Board  shall  provide  and  adopt  such  rules 
and  regulations  as  may  be  necessary  or  proper  for  the  issuing  anrl 
transfer  of  the  shares  of  the  capital  stock  of  such  Consolidated 
Corporation. 

Fifteenth — At  the  first  meeting  of  the  Board  of  Directors  of  the 
Consolidated  Corporation,  which  shall  be  held  as  soon  as  practicable 
after  said  consolidation  shall  have  become  effective,  the  Directors  or 
their  successors  shall  adopt  a  code  of  by-laws  and  elect  or  appoint  the 
officers  of  the  Consolidated  Corporation  as  aforesaid. 

This  Agreement  and  these  Articles  shall  be  executed  on  the  part  of 
each  of  the  Constituent  Companies,  by  their  proper  officers,  and  under 
their  corporate  seals,  in  as  many  counterparts  as  such  officers  may  deter- 
mine, and  each  such  counterpart  shall  be  deemed  an  original. 

In  Witness  Whereof,  the  Constituent  Companies  have  caused  their 
respective  corporate  names  to  be  hereto  affixed,  by  their  respective 
presidents,  or  vice-presidents,  and  their  respective  corporate  seals  to  be 
hereunto  affixed  and  attested  by  their  respective  secretaries,  or  assistant 

secretaries,   this    day   of   February,    one    thousand    nine   hundred 

and  thirteen. 

Fuel  Company, 

Bj  

President. 

Attest: 


Secretary. 

Ice  Company, 

By  

President. 


Attest: 


Secretary. 

STATE  OF  TLLTNOTS,   ) 

'  ss : 
County  of  Cook,         ( 

I,   ,  a  Notary  Public,  in  and  for  said  County,  in  the  State 

aforesaid,  do  hereby  certify,  that   ,  the   President 

of    Fuel  Company,  an  Illinois  Corporation,  and    , 

Secretary  of  said   Corporation,  who  are  both  persons  known  to  me  to 


1698     CORPORATION  FORMS  AND  PRECEDENTS. 

be  the  same  persons  whose  names  are  subscribed  to  the  foregoing  instru- 
ment, as  such President  and  Secretary,  respectively,  and  who  are 

both  persons  known  to  me  to  be  the President  and  Secretary,  re- 
spectively, of  said  Corporation,  appeared  before  me  this  day  in  person, 
and  severally  acknowledged  that  they  signed,  sealed  and  delivered  the 

said  instrument  as  their  free  and  voluntary  act,  as  such   

President  and  Secretary,  respectively,  of  said  Corporation,  and  as  the 
free  and  voluntary  act  of  said  Corporation  for  the  uses  and  purposes 
therein  set  forth. 

Given  under  my  hand  and  Notarial  Seal  this   day  of  February, 

A.  D.  1913. 


Notary  Public. 
My  commission  expires    

STATE  OF  ILLINOIS,   ) 

ss  * 
County  of  Cook,         ( 

I, ,  a  Notary  Public,  in  and  for  said  County,  in  the  State 

aforesaid,  do  hereby  certify,  that ,  the President 

of Ice  Company,  an  Illinois  Corporation,  and , 

Secretary  of  said  Corporation,  who  are  both  persons  known  to  me  to  be 
the  same  persons  whose  names  are  subscribed  to  the  foregoing  instru- 
ment,  as   such    President   and   Secretary,   respectively,   and   who 

are  both  persons  known  to  me  to  be  the President  and  Secretary, 

respectively,  of  said  Corporation,  appeared  before  me  this  day  in  person, 
and  severally  acknowledged  that  they  signed,  sealed  and  delivered  the 

said  instrument  as  their  free  and  voluntary  act,  as  such President 

and  Secretary,  respectively,  of  said  Corporation,  and  as  the  free  and 
voluntary  act  of  said  Corporation  for  the  uses  and  purposes  therein  set 
forth. 

Given  under  my  hand  and  Notarial  Seal  this day  of  February, 

A.  D.  1913. 


Notary   Public. 

My  commission  expires   

For  form  of  notice  of  special  meeting  of  stockholders  to  consider  pro- 
posed consolidation,  see  form  next  preceding. 

See  other  forms  of  agreement  for  consolidation  in  this  chapter. 

Form  1981. 

RECOMMENDATION  OF  THE  BOARD  OF  DIRECTORS  TO 

THE  STOCKHOLDERS  OF  THE  KNICKERBOCKER 

ICE  COMPANY. 

The  advisability  of  consolidating  this  Company  with  the  City  Fuel 
Company  has  been  under  consideration  for  many  months.  Our  officers 
became  convinced  that  such  a  consolidation,  if  fairly  made,  would  be 
very  advantageous.  At  their  suggestion  we  appointed  a  Committee 
from  among  our  Directors  and  Stockholders,  consisting  of  Messrs.  Field, 
Leeming,  Pelouze,  and  Shodd,  to  take  up  the  matter  with  a  Committee 
of  the  City  Fuel  Company.  Our  Committee  has  made  the  following 
report: 


MERGER  AND  CONSOLIDATION  1699 

"To  the  Board  of  Direitors  of  the  Knickerbocker  lie  (  uiiijuiny: 

Gentleineu — In  the  iiKitter  of  t-oiisoliilating  this  Company  an<l  the 
City  Fuel  Company  for  tlie  consideration  of  which  we  were  appointed 
a  committee  by  you,  we  beg  to  report: 

That  in  pursuance  of  arrangements  maile  by  our  President  with  the 
President  of  tiie  City  Fuel  Company,  we  first  met  Messrs.  Upham,  Letts, 
Wrigley  and  Robinson,  a  committee  appointed  by  the  City  Fuel  Com- 
pany, at  the  office  of  this  Company,  on  January  8tli,  at  three  o'clock  in 
the  afternoon.  There  were  also  present  Mr.  F.  F.  Kuapp,  who  acted  as 
Secretary  of  the  meeting,  and  Mr.  T.  L.  Chadbourne,  Jr.,  who  had  been 
appointed  by  both  Companies  as  counsel  to  advise  upon  matter  of 
consolidation. 

We  believe  it  best  for  your  complete  information  to  attach  to  this 
report  the  minutes  of  this  and  the  succeeding  meetings  of  the  two  Com- 
mittees, containing  the  discussion  had  and  the  conclusions  reached. 

As  you  will  see  by  the  resolution,  unanimously  adopted  by  both  Com- 
mittees, we  approve  the  merger  of  the  two  Companies  and  heartily 
recommend  the  following  plan  for  an  issue  of  securities  by  the  Con- 
soli<lated  Company  in  exchange  for  the  stocks  of  our  Company  and  the 
City  Fuel  Company: 

To  the  holders  of  the  Six  Per  Centum  Preferred  Stock  of  the  Knick- 
erbocker Ice  Company,  eighty-six  per  centum  of  the  face  value  thereof 
in  the  Seven  Per  Centum  Preferred  Stock  of  the  Consolidated  Company. 

To  the  holders  of  the  Seven  Per  Centum  Preferred  Stock  of  the  City 
Fuel  Company,  one  hundred  per  centum  of  the  face  value  thereof  in 
the  Seven  Per  Centum  Preferred  Stock  of  the  Consolidated  Company. 

To  the  holders  of  the  Common  Stock  of  the  Knickerbocker  Ice  Com- 
pany, one  hundred  per  centum  of  the  face  value  thereof  'in  the  Common 
Stock  of  the  Consolidated  Company. 

To  the  holders  of  the  Common  Stock  of  the  City  Fuel  Company,  one 
hundred  per  centum  of  the  face  value  thereof  in  the  Common  stock 
of   the   Consolidated   Company. 

Dated,  January   10th,   lOl.'i. 

Respectfully    sul)mitted, 

(Signed) 

John  S.  Field, 
Chas.    W.    Leeming, 
Wm.    N.    Pelouze, 
William    J.    Shedd." 

We  have  had  submitted  us  for  our  guidance,  the  following  data: 

1st.     The  detail  of  the  assets  and  liabilities  of  both  companies. 

2nd.  The  audit  of  the  books  of  both  companies  by  Messrs.  Arthur 
Young  &  Co.,  certifying  to  the  earnings  of  this  Company  for  the  past 
five  years  and  of  the  City  Fuel  Company  for  the  past  four  years  (it 
not  having  been  in  existence  five  years  when  the  audit  was  completed). 

3rd.  Reports  respecting  the  savings  which  the  officials  of  both  com- 
panies estimate  would  be  made  by  consolidation. 

4th.  The  minutes  of  the  meetings  of  the  two  committees  mentioned 
in  their  report. 

These  documents  are  too  voluminous  to  be  set  forth  here  in  full,  but 


1700    CORPORATION  P'ORMS  AND  PRECEDENTS. 

they  are   on   file   iu   our  offie-e  and   open   to  the   inspection   of  all   stock- 
holders. 

The  security  authorization  and  issue  of  the  t\yo  companies,  and 
annual  interest  and  sinking  fund  requirements,  are  as  follows: 

Annual 
Interest  and 
Sinking  Fund 
Authorized.    Issued.  Requirements. 
Knickerbocker  Ice  Company: 

First    Mortgage   5%    Bonds $(5,000,000       $-1,500,000       $1^25,000 

Annual   Sinking  Fund   for   Bonds 50,000 

Six  Per  Cent.   Cumulative   Preferred 

Stock     3,000,000         :5,000,000         180,000 

Common    Stock  ' 4,000,000         4,000,000  

City  Fuel  Company: 

Seven    Per     Cent.     Cumulative     Pre- 
ferred   Stock     2,000,000         1,:568,800       '    95,816 

Common    Stock     2,000,000         2,000,000  

The  figures  respecting  the  assets  and  past  earnings  of  the  two  com- 
panies deemed  fair  by  the  two  committees,  and  used  by  them,  in  arriv- 
ing at  their  conclusions,  were  as  follows: 

Knickerbocker  Ice  Company:  Assets. 

Assets   other   than  good  will   in   excess  of   current,  but   not 

funded,    debt     $8,500,000 

City  Fuel   Company: 

Assets  other  than  good  will  in  excess  of  current  debt   (the 

Company    having   no   funded    debt) 1,750,000 

Knickerbocker  Ice  Company:  Earnings. 

Average  net  annual  operating  earnings  for  the  years  1907, 

1908,  1909,   1910  and   1911    $549,000 

City  Fuel  Company: 

Average  net  annual  operating  earnings  for  the  years  1910 

and     1911     215,000 

Consolidated  Company   (Estimated  Saving): 

The  annual   operating  savings  estimated  by   the   officers   of 

both    companies,   as    obtainable    by   the    consolidation....        .300,000 
We   unhesitatingly   recommend   to   our   stockholders   the   consolidation 
with  the  City  Fuel  Company  provided  for  by  the  accompanying  agree- 
ment and  articles. 

Our  preferred  shareholders  will  receive  in  exchange  for  their  pre- 
ferred stock,  which  is  preferred  as  to  dividends  only  and  not  as  to 
assets,  shares  of  the  Consolidated  Company,  preferred  as  to  assets  as 
well  as  dividends,  and  whose  liquidation  value  is,  for  this  reason,  much 
greater  than  their  present  holdings,  while  the  interest  return  on  the 
new  preferred  will  be  slightly  larger  and  much  more  certain  of  being 
earned  and  paid  than  at  present. 

Our  common  shareholders  will  receive  in  exchange,  an  equal  amount 
of  common,  with  a  much  greater  earning  power,  and  with  a  fair  likeli- 
hood  of  prompt   dividends. 


The  foregoing  recommendation   was  adopted  by  the  Board   of  Direct- 


MERGER  AND  COXSOLIDATIOX.  1701 

ors    of    the    KiuL-kerbockcr    Ice    Company,    at    a    meeting    held    .January 
17th,  1913. 

William  A.  Walter, 

Secretary. 

Form  1982. 

PROXY  FOR  MEETING  TO  CONSIDER  CONSOLIDATION 
—(ILLINOIS). 

No.  of  Shares    

Knickerbocker    Ice    Company    Proxy. 

Know  all  men  by  these  presents,  that  the  undersigned,  stockholder 
in  the  Knickerbocker  Ice  Company,  hereby  nominates  and  appoints 
C.  B.  Shedd,  William  A.  Walter  and  John  S.  Field,  or  any  one  or  more 
of  them,  or  such  person  or  persons  as  they  or  any  one  or  more  of  them 
may  substitute  and  appoint,  lawful  agents,  attorneys  and  proxies  of 
the  undersigned,  for  and  in  the  name,  place  and  stead  of  the  under- 
signed, to  appear  and  vote  as  fully  as  the  undersigned  might  or  could 
do  if  personally  present,  according  to  the  number  of  votes  which  the 
undersigned  would  be  entitled  to  vote  if  personally  present,  at  the 
special  meeting  of  the  stockholders  of  Knickerbocker  Ice  Company,  to 
be  held  at  the  office  of  the  Company,  No.  39  South  La  Salle  Street,  in 
the  City  of  Chicago,  State  of  Illinois,  on  the  19th  day  of  February, 
1913,  at  10:30  o'clock  A.  M.,  of  said  day,  and  at  any  and  all  adjourn- 
ments of  said  meeting,  and  particularly  to  consider,  determine  and  vote 
upon  the  question  of  the  consolidation  of  Knickerbocker  Ice  Company 
with  City  Fuel  Company  and  the  terms  of  such  consolidation,  and  to 
vote  in  favor  of  such  consolidation,  and  to  consider  and  vote  upon  any 
and  all  matters  which  may  properly  be  brought  before  said  meeting; 
with  full  power  and  authority  to  act  for  me  and  in  my  name  at  said 
meeting,  or  at  any  adjournment  or  adjournments  thereof,  as  fully  as  I 
could  do  if  personally  present  and  acting. 

The  undersigned  hereby  grants  to  said  agents,  attorneys  or  proxies, 
or  any  one  or  more  of  them,  or  their  substitutes  or  appointees,  or  any 
of  them,  full  authority  to  act  in  the  absence  of  the  other  or  others, 
and  hereby  ratifies  and  confirms  all  that  said  agents,  attorneys  or 
proxies,  or  any  one  or  more  of  them,  or  their  substitutes  or  appointees, 
or  any  of  them,  shall  lawfully  do  or  cause  to  be  done  by  virtue  hereof. 

Dated,    ,   1913. 

[Seal] 

Signed,  scaled   and   delivered  in  the  presence   of: 

(If  unable  to  attend  this  meeting,  please  sign  this  proxy,  have  your 
signature  witnessed,  and  return  it  in  the  enclosed  stamped  envelope.) 

For  other  forms  of  proxies,  see  Chapter  XX,  supra,  and  Forms  1919, 
supra,  and  199G,  2014,  2015,  post. 


1702     CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1983. 
CERTIFICATE  OF  CONSOLIDATION— (ILLINOIS). 

To  the  Honorable    , 

Secretary  of  State  of  the  State  of  Illinois: 

It  is   hereby  certified  that   at   a  special   meeting  of  the   Stockholilers 

of  the Company,  a  corporation  organized  and  existing 

under   and   by   virtue   of  the   laws   of  the   state   of   Illinois,   held   at   the 

office  of  said  Company,  No , Street,  in  the  City  of 

County  of    ,   and   state   of   Illinois,   on   the    

(Jay  of   ,  19 ,  pursuant  to  notice  duly  given,  it  was  voted, 

two-thirds    of    all    the    stock    represented   by    the    whole    stock    of    said 

Company  voting  in  favor  thereof,  that  said  the    Company 

be    consolidated    with    The    Corporation,    a    corporation 

organized   and  existing  under  the  laws   of  the   state   of  Illinois,   and   it 
was  accordingly  done. 

Witness  our  hands   and  the   seal   of   said    Company   this 

day  of ,19 


[Corporate  Seal]  President. 

Attest: 


Secretary. 

STATE  OF  ILLINOIS,    ) 

„  ^  ss: 

County    of    ] 

,  being  duly  sworn,  on  oath  deposes  and  says  that  he  is 

President    of    the    Company    mentioned    in    the    foregoing 

certificate  of  consolidation  and  that  he  has  read  the  foregoing  cer- 
tificate and  knows  the  contents  thereof,  and  that  the  facts  therein 
stated  and  set  forth  are  true  that  he  knows  the  corporate  seal  of  the 
said Company;  that  the  corporate  ^eal  affixed  to  the  fore- 
going certificate  is  such  corporate  seal  and  was  affixed  by  this 
deponent. 


President. 
Subscribed  and  sworn  to  before  me  this day  of ,  19.  .  . 


[Notarial  Seal]  Notary  Public. 

See  Form  41,  supra,  for  certificate  of  consolidation  and  merger  of 
Connecticut   corporations. 

Form  1984. 
PUBLISHED  NOTICE  OF  CONSOLIDATION— (ILLINOIS). 

Knickerbocker   Tec   Company. 
Notice  of  Consolidation  with  City  Fuel  Company. 
STATE  OF  ILLINOIS,   |   ^^ 
County  of  Cook,  j 

Public  notice  is  hereby  given  that  at  a  special  meeting  of  the  stock- 
holders of  Knickerbocker  Ice  Company,  a  corporation  organized  and 
existing  under  and  by  virtue  of  the  laws  of  the  State  of  Illinois,  held 


mergp:r  and  consolidation.  1703 

at  the  principal  oflice  of  the  Companv  at  39  South  La  Salle  St.,  in  the 
city  of  Chicago,  county  of  CoOk,  state  of  Illinois,  on  the  19th  day  of 
February,  191."!,  at  10:150  o'clock  in  the  forenoon,  the  said  Knicker- 
bocker Ice  Company  was  duly  consolidated  with  City  Fuel  Company,  a 
corporation  duly  organized  and  existing  under  the  laws  of  the  state  of 
Illinois,  due  notice  of  such  meeting  having  been  given  to  all  the  stock- 
holders of  said  Knickerbocker  Ice  Company  as  required  by  law,  ami 
stockholders  representing  at  least  two-thirds  of  all  the  capital  stock 
of  said  corporation  being  present  and  voting  in  favor  of  such  consoli- 
dation, and  a  certificate  thereof  having  been  duly  filed  in  the  office  of 
the  Secretary  of  State  of  the  state  of  Illinois,  and  a  like  certificate  filed 
for  record  in  the  office  of  the  Eecorder  of  Deeds  of  Cook  County,  Illi- 
nois, the  county  in  which  the  principal  business  office  of  said  Knicker- 
bocker Ice  Company  is  located,  as  required  by  law. 

Dated,  Chicago,  Illinois,  Feb.  20,  1913. 

'  John  S.  Field,  President. 

William  A.  Walter,  Secretary. 

Form  1985. 

NOTICE  OF  SPECIAL  MEETING  TO  ACT  UPON  AGREE- 
MENT OF  MERGER,  ETC.— (VIRGINIA). 

Eailway  and  Power  Company. 

Notice  of  Meeting  of  Stockholders. 
Notice  is  hereby  given  that  a  special  meeting  of  the  stockholders  of 

Eailway  and  Power  Company  has  been  called  by 

resolution  of  the  Board  of  Directors  of  said  Company,  to  be  held  at  the 

principal  office  of  said  Company,  at   Street,  in  the  City  of 

,  Virginia,  on  Saturday,  the day  of ,  19.  . .  ., 

at  the  hour  of  11  o'clock  A.  M.,  for  the  following  purposes  among 
others: 

1.  To   consider   and   act   upon   a   joint   agreement   entered   into   by   the 

Boards    of   Directors   of   the    Traction    Company   and   the 

Eailway  and  Power  Company,  whereby  the    

Traction  Company  is  mferged  and  consolidated  with  and  into  the 
Eailway  and  Power  Company  upon  the  terms  and  condi- 
tions set  out  at  length  in  said  agreement. 

2.  To  consider   and   act   upon   the   matter   of   increase   of   the   capital 

stock    of    the     Eailway    and    Power    Company    from    an 

authorized  capital  of  $12,500,000,  divided  into  $5,000,000,  par  value  of 
preferred  stock  and  $7,500,000,  par  value  of  common  stock,  to  an  au- 
thorized capital  of  $20,000,000,  par  value  divided  into  $8,000,000,  par 
value  of  preferred  stock  and  $12,000,000,  par  value  of  common  stock, 
and  the  issue  and  disposition  of  said  additional  preferred  and  common 

stock  in  exchange  for  the  preferred  and  common  stock  of  the 

Traction  Company  on  the  basis  set  out  in  said  agreement  and  otherwise 
as  therein  set  forth. 

3.  To    consider    and    act    upon    modification    of    the    by-laws    of    the 
Eailway  and  Power  Company. 

4.  To  consider  and  act  upon  any  other  matter  in  connection  with  or 


1704     CORPORATION  FORMS  AND  PRECEDENTS. 

pertinent  to  said  merger  and  consolidation  and  any  other  matter  or 
matters  which  may  properly  be  brought  before  or  considered  at  a 
special  or  general  meeting  of  the  stockholders  of  said  Company. 

The  transfer  books  for  the  stock  of  said  Company  will  be  closed  at 

the  close  of  business  on ,  the day  of ,  19.  . .  ., 

and  reopened  at  the  opening  of  business  on    ,  the    day 

of   ,  19 

B^^  order  of  the  Board  of  Directors. 


Secretary. 
See  Forms  1979,  supra,   and  1986,  1987,  1989,  1994,  1999,  2009,  2010, 
2013,  2018,  2019,  2021,  post. 

Form  1986. 

NOTICE  OF  MEETING  TO  CONSIDER  PROPOSED  CON- 
SOLIDATION—(PENNSYLVANIA)  . 

To  the  stockholders  of  The Railroad  Company  of 

Pennsylvania : 

Take   notice :      That    a   meeting   of   the   stockholders   of   The    

Railroad    Company    of    Pennsylvania    is   hereby   called    to    be    held    at    the 

principal  office  of  said  Company  at , St.,  Philadelphia, 

Pa.,  on  the  29th  day  of  February,  1912,  at  11  o'clock  A.  M.,  for  the  purpose 
of  voting  upon  the  adoption  or  rejection  of  an  agreement  of  consolidation 

or  merger  of  the  said  The   Railroad  Company  of  Pennsylvania 

with  The   Railway  Company,  The   Railroad  Company, 

and  The  South    Railroad  Company  of   New  Jersey,   under  the 

corporate  name  of  The River  Railway  Company. 

Dated   February   3d,   1912. 

The Railroad  Company  of  Pennsylvania, 

By  

Secretary. 

See  form  next  preceding  and  note  thereunder. 

Form  1987. 

NOTICE  OF  MEETING  TO  ACT  UPON  AGREEMENT  OF 
MERGER— (NEW  YORK). 

Trust  Company. 

New  York,    ,  19 

To  the  stockholders  of  The   Trust  Company: 

An  agreement  for  the  merger  of  The Trust  Company  into 

The  Trust  Company  of   ,  was  adopted  by  the  respective  Boards 

of  Directors  of  said  Companies,  at  meetings  held  on  the    day  of 

J   19....,   and  a  meeting  of  the   stockholders   of  this  Company 

will  be  held  at  its  office,  No Broadway,  Borough  of  Manhattan, 

City  of  New  York,  at  twelve  o  'clock  noon,  on  the day  of 

19.  .  .  .,  to  consider  and  act  upon  the  said  Agreement  of  Merger,  and  upoB 
any  other  matter  or  thing  concerning  the  same  or  the  mode  of  carrying 


MERGER  AND  CONSOI.IDATIOX.  1705 

the  same  into  effect,  and  upon  any  other  matter  or  thiny  which  may  come 
before  the  meeting  for  its  consideration  in  connection  therewith. 


Secretary. 
See  Form   1985,  supra,  and  note  thereunder. 

Form  1988. 

AGREEMENT  FOR  MERGER  AND  CONSOLIDATION— 
(PENNSYLVANIA). 

Agreement  of  merger  and  consolidation,  made  this day  of , 

A,  D.   19.  .  .  .,  between    Electric  Company,  a  corporation  of  the 

State  of  Pennsylvania  and  the  Directors  thereof; 

Gas  Light  Company,  a  corporation  of  the  State  of  Pennsyl- 
vania, and  the  Directors  thereof;   and 

Gas   Fuel  and  Heating  Company,  a  corporation  of  the  State 

of  Pennsylvania,  and  the  Directors  thereof; 

Whereas,  said Electric  Company  is  a  corporation  duly  organ- 
ized under  an  Act  of  the  General  Assembly  of  the  Commonwealth  of 
Pennsylvania,  entitled  "An  act  to  provide  for  the  incorporation  and 
regulation  of  certain  corporations,"  approved  April  29,  1874,  and  the 
various  supplements   thereto,   and  by  virtue   of  Letters   Patent   granted  to 

said    Electric   Company,   dated   April   1,    1903,    is   authorized   to 

supply  light,  heat  and  power  by  means  of  electricity  to  the  public  in 
Township,  County,  Pennsylvania,  and  to  such  per- 
sons, partnerships  and  corporations  residing  therein  or  adjacent  thereto 
as  may  desire  the  same;  having  an  authorized  capital  of  ten  thousand  dol- 
lars ($10,000),  divided  into  one  hundred  (100)  shares  of  the  par  value  of 
one  hundred  dollars   ($100)   each;   and 

Whereas,    said    Gas    Light    Company    is    a    corporation    duly 

organized  under  an  Act  of  the  General  Assembly  of  the  Commonwealth 
of  Pennsylvania,  entitled  "An  act  to  provide  for  the  incorporation  and 
regulation  of  certain  corporations,"  approved  April  29,  1874,  and  the 
various  supplements  thereto,   and  by   virtue   of  Letters  Patent   granted   to 

said   Gas  Light  Company,  dated  August  11,  1904,  is  authorized 

to  manufacture  and  supply  gas  for  light  only  to  the  public  in   

Township,  County,  Pennsylvania,  and  to  such  persons,  partner- 
ships and  corporations  residing  therein  or  adjacent  thereto,  as  may  desire 
the  same,  having  an  authorized  capital  of  five  thousand  dollars  ($5,000), 
divided  into  fifty  (50)  shares,  of  the  par  value  of  one  hundred  dollars 
($100)  each;  and 

Whereas,  said  Gas  Fuel  and  Heating  Company  is  a  corpora- 
tion, duly  organized  under  an  Act  of  the  General  Assembly  of  the  Com- 
monwealth of  Pennsylvania,  entitled  "An  act  to  provide  for  the  incor- 
poration and  regulation  of  certain  corporations,"  approved  April  29, 
1874,    and    the    various    supplements    thereto,    and    by    virtue    of    Letters 

Patent  granted  to  said    Gas  Fuel  and  Heating  Company,  dated 

August  11,  1904,  is  authorized  to  manufacture  and  supply  gas  to  the 
public   for   all   purposes   for  which  gas  can  be   used,  other  than   for  light, 

in  the   Townsliip   of    ,    County,   Pennsylvania,    and    to 

such   persons,    partnerships   and   corporations   residing  therein   or   adjacent 


1706    CORPORATION  FORMS  AND  PRECEDENTS. 

thereto  as  may  desire  the  same;  having  an  authorized  capital  of  five 
thousand  dollars  ($5,000)  divided  into  fifty  (50)  shares,  of  the  pai 
value  of  one  hundred  dollars   ($100)   each;   and 

Whereas,  it  is  the  desire  of  the  parties  hereto  to  merge  the  corporate 
rights,  powers  and  privileges  of  each  of  said  corporations  with  and  into 
those  of  the  others,  under  and  by  virtue  of  the  provisions  of  the  Act  of 
the  General  Assembly  of  the  Commonwealth  of  Pennsylvania,  approved 
the  29th  day  of  May,  A.  D.  1901,  entitled  "An  act  supplementary  to  an 
act,  entitled  'An  act  to  provide  for  the  incorporation  and  regulation  of 
certain  corporations,'  approved  "the  29th  day  of  April,  one  thousand  eight 
hundred  and  seventy-four,  providing  for  the  merger  and  consolidation  of 
certain  corporations,"  so  that  all  the  property,  rights,  franchises  and 
privileges  now  by  law  vested  in  each  of  said  corporations,  parties  hereto, 
shall  be  transferred  to  and  vested  in  the  corporation  into  which  such 
merger  shall  be  made; 

Now,  therefore,  this  agreement  witnesseth;  That  the  parties  hereto, 
in  consideration  of  the  premises,  and  of  the  terms  and  conditions  herein 
set  forth,  and  of  other  good  and  valuable  considerations,  have  mutually 
agreed,  and  do  hereby  mutually  agree,  to  merge  the  respective  rights, 
powers  and  privileges  of  each  of  said  corporations  with  and  into  those 
of  said  other  corporations,  so  that  by  virtue  of  such  act,  such  corporations 
may  consolidate,  and  so  that  all  the  property,  rights,  franchises  and  privi- 
leges by  law  vested  in  all  of  such  corporations,  so  merged,  shall  be  trans- 
ferred to,  and  vested  in,  the  corporation  into  which  such  merger  shall 
be  made. 

Said  merger  or  consolidation  shall  be  made  under  the  conditions,  pro- 
visions and  restrictions,  and  with  the  powers  herein  set  forth,  to  wit: 

First.  The  name,  style  and  title  of  said  consolidated  corporation  shall 
be    Township  Gas  and  Electric  Company. 

Second.  Unless,  and  until  otherwise  prescribed  by  its  By-Laws,  duly 
adopted,  the  Directors  of  said  corporation  shall  be  three  (3)  in  number, 
and  the  officers  shall  be  a  President,  a  Vice-President,  a  Secretary,  a 
Treasurer  and  such  other  officers  as  the  Board  of  Directors  may  from  time 
to  time  deem  necessary.  Until  the  first  annual  election  and  until  others 
are  chosen  in  their  places,  the  following  named  persons,  whose  places  of 
residence  are  set  opposite  their  respective  names,  shall  be  the  directors  and 
officers  of  said  corporation: 


Directors. 
Names.  Eesidences. 


Pa. 
Pa. 
Pa. 


Officers. 
Names.  Eesidences. 

President,     ,     ^ ,     Pa. 

Vice-President,    ,      .' ,     Pa. 

Secretary,   ,     ,     Pa. 

Treasurer,     ,      ,     Pa. 

Third,  The  Board  of  Directors  shall  be  elected  by  the  stockholders  annually 
at  the  time  fixed  in  the  By-Laws  for  holding  the  annual  meeting,  and  Lx  the 


MERGER  AND  CONSOIJ  DATIOX.  1707 

manner  i)re3eribed  hy  Jaw,  to  servo  until  the  next  iinmial  mcetinfif,  and  until 
others  are  elected  iu  their  places. 

Ininiediatcly  after  the  annual  election,  or  as  soon  thereafter  as  may  be,  the 
Directors  shall  meet  and  elect  the  officers  of  the  corporation,  who  shall 
serve  until  others  are  chosen  or  appointed  in  their  places.  All  vacancies 
in  the  Board  of  Directors  occurring  during  the  perio<l  intervening  between 
the  annual  elections,  shall  be  filled  by  the  Directors  at  any  regular  meeting 
of  the  Board,  or  at  any  meeting  duly  convened  for  that  purpose,  in  accord- 
ance with  the  liy-Laws  of  the  corporation. 

Fourth.  The  amount  of  the  (.'apital  Stock  of  said  consolidated  corjiora- 
tion  shall  be  twenty  thousand  dollars  ($20,000),  divided  into  two  hundred 
(200)   shares,  of  the  par  value  of  one  hundred  dollars   ($100)   each. 

Fifth.  The  manner  of  converting  the  Capital  Stock  of  each  of  the  said 
companies,  parties  hereto,  into  that  of  the  new  corporation  shall  be  as 
follows : 

The  stockholders  of  the   Electric  Company  shall  receive  Capital 

Stock  of  the  new  corporation  to  the  amount  of  ten  thousand  dollars  ($10,- 
000)  at  par,  consisting  of  one  hundred  (100)  shares,  which  stock  sliall  be 
divided  among  the  stockholders  ])ro  rata  in  proportion  to  their  respective 
holdings  of  stock   in  the   Electric  Company. 

The   stockholders   of    the    Gas   Light   Company   shall    receive 

capital  stock  of  the  new  corporation  to  the  amount  of  five  thousand  dollars 
($5,000)  at  par,  consisting  of  fifty  (50)  shares,  which  stock  sliall  be 
divided  among  the  stockholders  in  j)roporlion  to  their  respective  holdings 
of  stock  in  the Gas  Light  Company. 

The  stockholders  of  the Gas  Fuel  and  Keating  Company  shall 

receive  capital  stock  of  the  new  corporation  to  the  amount  of  five  thousand 
dollars  ($0,000)  at  par,  consisting  of  fifty  (50)  shares,  which  stock  shall 
be  divided  among  the  stockholders  pro  rata  in  proportion  to  their  respective 
holdings  of  stock  of  the Gas  Fuel  and  Heating  Company. 

Sixth.     Said  new  corporation  is  to  exist  perpetually. 

Seventh.  The  principal  office  of  said  new  corporation  shall  be  in  the 
City  of  Ilarrisburg,  County  of  Dauphin,  State  of  Pennsylvania,  or  at  such 
other  place  in  the  State  of  Pennsylvania  as  may  be  decided  upon  by  the 
Board  of  Directors  of  the  Company. 

Eighth.  This  agreement  shall  be  submitted  to  the  stockholders  of  each 
of  said  corporations,  at  separate  special  meetings,  duly  called  and  held  in 
accordance  with  law,  and  at  said  meetings  this  agreement  shall  be  con- 
sidered and  a  vote  of  the  stockholders  in  person  or  by  proxy  shall  be  taken 
by  ballot  for  the  adoption  or  rejection  of  the  same,  each  share  of  stock 
entitling   the   holder   thereof   to   one   vote. 

If  a  majority  in  amount  of  the  entire  capital  stock  of  each  of  said 
corporations  shall  vote  in  favor  of  this  agreement,  merger  and  consolida- 
tion, then  this  fact  shall  be  certified  by  the  Secretary  of  each  corporation, 
under  the  seal  thereof,  and  said  certificates,  together  with  this  agreement, 
or  a  copy  thereof,  shall  be  filed  in  the  office  of  the  Secretary  of  the  Com- 
monwealth, whereupon  this  agreement  shall  be  deemed  and  taken  to  be 
the  act  of  consolidation  of  said  corporations,  and  upon  the  filing  of  said 
certificates  and  agreement,  or  a  copy  of  such  agreement,  in  the  office  of  the 
Secretary  of  the  Commonwealth,  the  said  merger  shall  be  deemed  to  have 
taken  place,  and  the  said  corporation  merged  into  one  corporation,  under  the 


1708    CORPORATION  FORMS  AND  PRECEDENTS. 

name  adopted  in  and  by  this  agreement,  to  wit: Township  Gas  and 

Electric  Company,  possessing  all  the  rights,  privileges  and  franchises 
theretofore  vested  in  each  of  them,  and  all  the  estate  and  property,  real  and 
personal,  and  rights  of  action  of  each  of  said  corporations  shall  be  deemed 
and  taken  to  be  transferred  to  and  vested  in  the  said  new  corporation, 
without  any  further  act  or  deed;  Provided,  that  all  the  rights  of  creditors 
and  all  liens  upon  the  property  of  said  corporations  shall  continue  unim- 
paired, and  the  respective  constituent  corporations  may  be  deemed  to  bo 
in  existence  to  preserve  the  same,  and  all  debts,  duties  and  liabilities  of 
each  of  said  constituent  corporations  shall  thenceforth  attach  to  the  said 
new  corporation,  and  may  be  enforced  against  it  to  the  same  extent  and  by 
the  same  process  as  if  the  said  debts,  duties  and  liabilities  had  been  con- 
tracted by  it. 

In  witness  whereof,  the  parties  hereto  havg  duly  executed  these  presents 
the  day  and  year  first  above  written. 

Electric  Company, 

A-ttest :  By  

President. 

Secretary. 

[Seal] 

* [Seal] 

..i [Seal] 

Directors. 

Gas  Light  Company, 

Attest :  By 

President. 

Secretary. 

[Seal] 

[Seal] 

[Seal] 

Directors. 

Gas  Fuel  and  Heating  Company, 

./xttest:  By  

President. 

Secretary. 

[Seal] 

..'. [Seal] 

[Sbial] 

Directors. 
(Acknowledgments. ) 

See  Form  1980,  supra,  and  other  forms  of  agreement  for  consolidation 
;A  this  chapter. 

Form  1989. 

NOTICE  OF  MERGER  OF  TRUST  COMPANIES— 
(PENNSYLVANIA). 

'To  the  Stockholders  of  The Trust  Company: 

Notice  is  hereby  given  that  a  special  meeting  of  the  stockholders  of  The 
Trust  Company  will  be  held,  pursuant  to  a  resolu- 
tion of  the  Board  of  Directors  of  said  Company,  at  the  office  of  the  Com- 


MERGER  AND  CONSOLIDATION.  1709 

pany,    above    street,   Philadelphia,   Pa.,   upon 

Thursday,  tho  eighth  day  of  February,  1912,  at  3:30  P.  M.,  for  the  pur- 
pose of  obtaining  the  consent  of  the  stockholders  of  said  Company  to  a 
certain   agreement   of   merger   and   consolidation   entered    into   between   the 

Directors  of  the  said  Company  and  the  Directors  of  The   

Title  and   Trust   Company,  of  Philadelphia,  Pa. 

Copies  of  the  said  agreement  of  merger  or  consolidation  may  be  obtained 
in  advance  of  the  meeting  by  application  to  the  undersigned. 


Secretary. 
See  for  merger  of  national  banks.  Forms  1994  2016,  post. 

Form  1990. 
AGREEMENT 

Between  The   Title  and  Trust  Company 

And  The   Trust  Company. 

Articles   of   Agreement   made  and   concluded  this   twenty-fifth   day  of 

January,  A.  D.  1912,  by  and  between  The   Title  and  Trust 

Company,  of  the  City  of  Philadelphia,  Pennsylvania,  acting  herein  by 
its  undersigned  officers  and  directors,  and  The  Trust  Com- 
pany, of  the  City  of  Philadelphia,  Pennsylvania,  acting  herein  by  its 
undersigned  officers  and  directors,  both  said  corporations  having  been 
duly  incorporated  and  existing  under  and  by  virtue  of  the  laws  of  the 
Commonwealth   of  Pennsylvania. 

Whereas,  the  said  The    Title  and  Trust  Company  was 

duly  incorporated  under  the  provisions  of  the  Act  of  Assembly  of  the 
Commonwealth  of  Pennsylvania  of  April  29,  1874,  and  the  several 
Buppienients  thereto  upon  the  twenty-first  day  of  February,  A.  D.  1898, 
for  the  purpose  of  the  insurance  of  owners  of  real  estate,  mortgagees 
and  others  interested  in  real  estate,  from  loss  by  reason  of  defective 
titles,  liens  and  incumbrances,  and  the  carrying  on  of  all  and  every 
kind  of  business,  and  the  exercise  of  all  the  powers  and  privileges  conferred 
upon  and  vested  in  such  corporations  by  the  said  Act  of  Assembly  ap- 
proved April  29th,  1874,  and  the  several  supplements  thereto,  including 
the  Act  of  May  9th,  1889,  with  an  authorized  capital  stock  of  One  Million 
Dollars  divided  into  twenty  thousand  shares  of  the  par  value  of  Fifty 
Dollars  each,  which  capital  stock  has  never  been  increased,  and  said  cor- 
poration has  no  bonded  indebtedness; 

And  whereas,  the  said  The Trust  Company  was  duly  incor- 
porated under  the  provisions  of  the  Act  of  Assembly  of  the  Commonwealth 
of  Pennsylvania  of  April  29,  1874,  and  the  several  supplements  thereto 
upon  the  seventeenth  day  of  December,  A.  D.  1889,  for  the  purpose  of  the 
insurance  of  owners  of  real  estate,  mortgagees  and  others  interested  in  real 
estate,  from  loss  by  reason  of  defective  titles,  liens  and  incumbrances,  and 
for  conducting  and  carrying  on  all  and  every  kind  of  business  authorized 
by  said  Act  of  Assembly,  approved  the  29th  day  of  April,  A.  D.  1874,  and 
the  various  supplements  thereto,  to  be  done  by  such  companies  and  of 
exercising  all  the  powers  and  privileges  conferred  upon  and  vested  in  such 
corporations  by  the  Acts  of  Assembly  aforesaid,  with  an  authorized  capital 
stock  of  One  Million  Dollars  divided  into  ten  thousand  shares  of  the  par 


1710     CORPORATION  FORMS  AND  PRECEDENTS. 

value  of  One  Huudred  Dollars  each,  which  capital  stock  has  never  been 
increased,  and  said  corporation  has  no  bonded  indebtedness; 

And  whereas,  it  is  the  desire  of  each  of  said  two  corporations,  as  ex' 
pressed  by  the  action  of  its  Directors,  to  merge  and  consolidate  the  rights, 
franchises  and  properties  of  said  corporations; 

Now  this  agreement  witnesseth,  that  the  said  The   

Title  and  Trust  Company,  and  the  said  The Trust  Company, 

in  consideration  of  the  premises  and  of  the  mutual  advantages  which  will 
inure  to  all  the  parties  interested,  do  hereby  agree  that  upon  the  approval 
of  this  agreement  by  a  majority  of  the  stockholders  of  each  of  said  cor- 
porations, to  be  obtained  at  separate  meetings  of  the  said  stockholders  oi 
said  corporations,  to  be  duly  called  and  held  for  that  purpose,  and  upon  the 
filing  of  this  agreement,  or  a  copy  thereof,  and  of  a  certificate  of  the  Secre- 
tary of  each  of  said  corporations  of  the  approval  of  this  agreement  by  a 
majority  of  the  stockholders  of  the  corporation  of  which  he  is  such  officer, 
and  upon  the  filing  of  all  other  certificates  required  by  law,  in  the  office  of 
the  Secretary  of  the  Commonwealth  of  Pennsylvania  or  in  any  other  public 
office,  and  upon  obtaining  from  the  Governor  of  the  Commonwealth  of  new 
letters  patent,  that  the  said  corporations,  parties  hereto,  shall  be  deemed 
and  taken  to  be  one  corporation  by  the  name  and  style  herein  provided,  and 
such  consolidated  or  new  corporation  shall  possess  in  perpetuity  all  the 
rights,  privileges,  franchises  and  properties  theretofore  vested  in  and  be- 
longing to  each  of  the  corporations,  parties  hereto,  or  to  which  they  are 
entitled  by  reason  of  any  matter,  cause  or  thing  whatsoever; 

First.  The  name,  style  and  title  of  the  said  consolidated  or  new  corpora- 
tion shall  be  " Title  and   Trust  Company. ' ' 

Second.  The  place  where  the  business  of  the  consolidated  or  new  cor- 
poration is  to  be  conducted,  and  its  general  office  shall  be  located,  is  the 
City  of  Philadelphia,  Pennsylvania. 

Third.  The  number  of  Directors  of  said  consolidated  or  new  corpora- 
tion at  the  beginning  shall  be  twenty-seven,  and  the  names  and  residences 
of  those  who  are  chosen  to  act  as  such  Directors  are:  (Here  insert  names 
and  addresses.) 

"When  any  vacancy  occurs  in  the  office  of  Director,  other  than  by  the  expi- 
ration of  term  of  service  where  the  foregoing  incumbents  consent  to  re- 
election, the  vacancy  thus  arising  shall  or  shall  not  be  filled,  as  the  then 
Board  of  Directors  shall  deem  expedient,  until  such  time  as  the  total  num- 
ber of  Directors  shall  be  reduced  to  fifteen,  of  which  number  the  Board  of 
Directors  shall  thereafter  consist,  until  and  unless  changed  by  the  stock- 
holders. The  term  of  office  of  the  Directors  shall  be  three  years,  and  one- 
third  thereof  shall  be  elected  each  year.  Vacancies  shall  be  filled  for  the 
unexpired  term  only.  At  the  first  annual  election  after  consolidation  or 
merger,  one-third  of  the  Directors  then  to  be  chosen  shall  be  elected  for 
three  years,  one-third  thereof  shall  be  elected  for  two  years,  and  one-third 
thereof  shall  be  elected  for  one  year. 

At  the  beginning  there  shall  be  a  President,  five  Vice-Presidents,  a  Secre- 
tary and  Treasurer,  three  Assistant  Secretaries  and  Treasurers,  a  Title 
Officer,  and  Assistant  Title  Officer  and  a  Trust  Officer,  and  the  names  of 
those  chosen  to  act  as  such  officers  until  the  next  annual  election  are: 
(Here  insert  names,  titles  and  addresses.) 

The  members  of  the  Board  of  Directors  shall  be  elected  by  a  majority 


MERGER  AND  CONSOLIDATION.  i7ll 

vote  of  the  stockholders  of  the  consolidated  or  new  corporatiou  at  the  an- 
nual meeting  thereof,  which  shall  be  held  on  the  fourth  Wednesday  of 
March,  in  each  and  every  year,  at  4  P.  M.,  at  the  odice  of  the  corporatiou, 
or  at  such  other  time  and  place  as  the  By-Laws  may  provide.  The  officers 
of  the  consolidated  or  new  corporation  shall  be  elected  by  a  majority  vote 
of  the  Directors  at  such  time  and  place  as  may  be  provided  by  the  By-Laws 
of  the  corporation.  The  By-Laws  may  also  provide  that  the  offices  of 
Secretary  and  Treasurer,  and  also  the  offices  of  Title  and  Trust  Officer, 
may  be  held  by  one  and  the  same  person,  or  by  diff'erent  persons;  for  the 
reduction  of  the  number  of  Vice  Presidents;  for  the  elimination  of  the 
offices  of  Assistant  Secretary,  Assistant  Treasurer  and  Assistant  Title  Of- 
ficer; and  for  such  other  officers  and  for  such  employees  as  may  be  deeme<l 
necessary  for  the  proijcr  transaction  of  the  business  of  the  consolidated  or 
new  corporation. 

Fourth.  The  Board  of  Directors  hereinbefore  provided  for  shall  adopt 
a  common  or  corporate  seal  for  the  consolidated  or  new  corporation;  shall 
determine  how  much  of  the  assets  in  excess  of  the  capital  shall  be  carried 
to  surplus  account  and  how  much  to  undivided  profit  account,  shall  adopt 
By-Laws  to  govern  the  corporation,  and  the  same  may  amend  from  time  to 
time  until  the  next  anijual  meeting  of  the  stockholders,  vhen  they  shall  be 
submitted  to  the  stockholders  for  their  approval  or  disapproval. 

Fifth.  The  capital  stock  of  the  said  consolidated  or  new  corporation 
shall  be  One  :\Iillion  Dollars  (.$1,000,000),  divided  into  Twenty  Thousand 
(20,000)  shares  of  the  par  value  of  .$50  each. 

Sixth.  The  capital  stock  of  each  of  the  parties  hereto  shall  be  converted 
into  that  of  the  consolidated  or  new  corporation  in  the  manner  following: 

Each  stockholder  of  The    Title  and  Trust   Company  shall 

surrender  his  certificate  of  ftock  to  the  Secretary  of  the  consolidated  or  new 
corporation  and  receive  one  share  of  stock  of  said  consolidated  or  new 
corporation  for  each  share  of  stock  he  now  holds,  and  each  stockholder  of 

The    Trust   Company   shall  surrender  his  certificate  of  stock 

to  the  Secretary  of  the  consolidated  or  new  corporation  and  receive  one 
share  of  stock  of  said  consolidated  or  new  corporation  for  each  s^are  of 
stock  he  now  holds.  All  of  the  shares  of  stock  in  the  consolidated  or  new 
corporation  shall  be  full  paid.  The  stock  in  the  existing  corporations 
must  be  surrendered  and  cancelled  by  each  stockholder  thereof  before  re- 
ceiving his  shares  in  the  consolidated  or  new  corporation.     A  certificate  for 

a  half  share  may  be  issued  to  such  of  the  stockholders  of  The 

Title  and  Trust  Company  as  have  an  uneven  number  of  shares  therein. 
Such  fractional  certificates  shall  not  entitle  the  holders  thereof  to  a  vote 
or  any  profits,  until  and  unless  consolidated  with  other  fractional  certificates 
and  full  shares  issued  therefor,  which  full  shares  shall  then  have  all  the 
rights  and  privileges  of  other  full  shares.  If  %ny  stockholder  cannot  pro- 
duce his  certificate  in  the  existing  corporation,  he  shall  be  required  to  pro- 
ceed in  regard  thereto  as  he  would  have  to  do  were  he  under  like  circum- 
stances ajjplying  for  a  new  certificate  in  such  existing  corporation.  The 
Secretary  of  each  of  the  existing  corporations  shall  give  to  the  Secretary 
of  the  consolidated  or  new  corporation  a  list  of  the  stockholders  in  the 
corporation  of  which  he  is  Secretary,  and  the  number  of  shares  held  by 
each. 

Seventh.     The  said  consolidated  or   new   corporation   shall  be  subject  to 


1712     CORPORATION  FORMS  AND  PRECEDENTS. 

and  regulated  by  the  corporate  rights,  privileges,  franchises,  duties  and 
obligations  existing  under  or  by  virtue  of  each  and  all  of  the  several  certif- 
icates of  incorporation  and  letters  patent  thereunder  issued  to  each  of  the 
Baid  corporations,  parties  hereto,  and  the  Acts  of  Assembly  of  the  Com- 
monwealth of  Pennsylvania  relating  to  each  of  the  said  corporations,  parties 
hereto. 

Eighth.  Upon  the  consummation  of  this  act  of  merger  and  consolida- 
tion in  the  manner  provided  by  law,  all  and  singular  the  rights,  privileges 
and  franchises  of  each  of  the  said  corporations,  parties  hereto,  and  all  the 
property,  real,  personal  and  mixed,  and  all  accounts  and  bills  receivable, 
and  all  other  rights  and  choses  in  action  belonging  to  each  of  the  said  cor- 
porations, parties  hereto,  shall  be  taken,  deemed  and  considered  to  be  sold, 
transferred,  assigned  and  conveyed  to  and  vested  in  the  said  consolidated  or 
new  corporation  without  further  act  or  deed,  to  the  intent  that  the  said 
consolidated  or  new  corporation  shall  become  the  owner  of  and  have  vested 
in  it  all  the  said  rights,  privileges,  franchises,  properties,  choses  and  rights 
in  action  now  belonging  to  and  owned  by  the  said  corporations,  parties 
hereto,  or  to  which  said  corporations  or  either  of  them  are  or  may  be  en- 
titled: Provided,  however,  that  all  the  rights  of  creditors  and  all  liens 
upon  the  property  of  "each  of  the  said  corporations,  parties  hereto,  shall 
continue  unimpaired,  and  the  respective  constitue'nt  corporations,  parties 
hereto,  shall  be  deemed  to  be  in  existence  to  preserve  the  same  and  all  debts, 
duties  and  liabilities  of  each  of  the  said  constituent  corporations,  parties 
hereto,  shall  thenceforth  attach  to  the  said  consolidated  or  new  corpora- 
tion, and  may  be  enforced  against  it  to  the  same  extent  and  by  the  same 
process  as  if  the  said  debts,  duties  and  liabilities  had  been  contracted  by 
the  said  consolidated  or  new  corporation. 

In  witness  whereof,  the  President,  Seeretarn,  and  Directors  of  the  said 

The   Title  and  Trust  Company,  and  the  President,  Secretary 

and  Directors  of  the  said  The   Trust  Company  have  hereunto 

set  their  hands  and  seals,  and  caused  the  common  or  corporate  seal  of  their 
respective  corporations  to  be  hereunto  affixed,  the  day  and  year  first  above 

written. 

(Signatures.) 

See  note  to  form  next  preceding. 

Form  1991. 

RESOLUTION  OF  DIRECTORS  AS  TO  CONSOLIDATION— 
(NEW  JERSEY). 

On  motion  of  Mr ,  duly  seconded  by  Mr .,  it 

was  unanimously, 

Resolved,  by  the  Board  of  Directors  of  The  Com- 
pany, that  a  joint  agreement  for  the  merger  and  consolidation  of  said  The 
Company  with  the  Company,  substan- 
tially in  the  form  here  presented  and  hereto  attached  and  made  a  part 
hereof,  be  entered  into  on  the  terms  and  conditions  in  said  form  prescribed 
and  set  forth,  and  that  the  matters  and  things  in  said  form  mentioned  and 
provided  be  in  all  things  approved,  authorized  and  agreed  to;  and 

Resolved  further,  that  said  agreement  be  submitted  to  the  stockholders 
of  said  The .  Company  at  a  meeting  thereof,  which  meeting 


MERGER  AND  CONSOTJDATTOX.  i7i3 

is  hereby  called  to  Ite  held  at  the  principal  registered  office  of  said  Company 

in  the  State  of  \e\v  Jersey,  namely  at  No ,   Street,  in 

,  in  said  State,  on  the day  of , 

19.  .  . .,  at  the  hour  of o'clock,  .  . .  .noon,  for  the  purpose  of  tak- 
ing said  agreement  into  consideration,  and  that  the  notice  of  the  time, 
place  and  object  of  such  meeting  shall  be  given,  mailoil  and  published  as 
required  by  law  and  the  by-laws  of  said  Comi)any;  and 

Resolved  further,  that  if  said  agreement  shall  be  adopted  by  said  stock- 
holders as  reijuired  by  law  at  said  meeting  or  an^  adjournment  thereof,  the 
designated  or  proper  officer  or  officers  of  said  The  Com- 
pany, be,  and  he  is,  or  they  are,  hereby  authorized  and  directed  to  take 
such  steps  and  to  do  such  things  to  effectuate  and  consummate  the  said 
agreement  as  may  be  prescribed  by  law  or  to  him  or  them  seem  proper  or 
necessary  in  the  premises;   and 

Resoh-ed  further,  that  for  the  purpose  of  the  said  meeting  the  preferred 

and  common  stock  transfer  books  of  this  Company  be  closed  on  the 

day  of ,  19. . . .,  at o'clock  ....  M.,  and  be  opened 

on  the   day  of   ,   19 ... . 

See  for  form  of  resolution  of  stockholders  and  debenture  holders  approv- 
ing plan  for  consolidation  and  exchange  of  debentures,  Pollitz  v.  Wabash 
R.  Co.,  167  Fed.   145. 

See  for  form  of  resolution  of  directors  authorizing  consolidation  of  cor- 
porations, Northwest  Fixture  Co.  v.  Killiourne  &  Clark  Co.,  128  Fed.  256, 
where  the  agreement  for  consolidation  of  such  companies  is  also  set  forth. 

Form  1992. 

AGREEMENT  OF  CONSOLIDATION— (NEW  JERSEY 
CORPORATIONS). 

Agreement   made  and  entered   into  this   day  of    , 

19 .... ,  by  and  between   Company,  a  corporation  of 

the  State  of  New  Jersey,  and  the  Directors  thereof,  parties  of  the  first 

part,  and  The Company,  a  corporation  of  the  State 

of  New  Jersey  and  the  Directors  thereof,  parties  of  the  second  part: 

Wliereas,  the  principal  and  registered  office  of  each  of  said  corporations 

in  the  State  of  New  Jersey  is  at  No , Street,  in  the  city 

of    ,   County   of    ,   and   the    

Trust  Company  is  the  agent  therein  in  charge  thereof  upon  whom  process 
against  each  of  said  corporations  may  be  served  within  said  State;  and 

Whereas,  The Company  was  heretofore  incorporated  under 

the  laws  of  the  State  of  New  Jersey,  and  whereas  under  the  amended 
certificate  of  incorporation  of  the  said  Company,  filed   in  the  office  of  the 

Secretary  of  State  of  New  Jersey  on  or  about  the    day  of 

,   19....,  and  under  a  certain  certificate  of  increase  of  the 

capital  stock  of  the  said  corporation,  filed  in  the  said  office  on  the 

day  of ,  19. ... ,  said  Company  has  an  authorized  capital  stock 

of  $128,000,000  divided  into  1,280,000  shares  of  the  par  value  of  $100 
each,  of  which  640,000  shares  are  eight  per  cent.  (8%)  cumulative  Pre- 
ferred Stock  and  640,000  shares  are  Common  Stock ;  and  thefe  have  been 
duly  issued  and  are  now  outstanding  certificates  for  622, S23  shares  of  said 
Preferred  Stock  and  for  628,823  shares  of  said  Common  Stock;  and 

Whereas,  the    Company  was  heretofore  incorporated  under 


1714     CORPORATION  FORMS  AND  PRECEDENTS, 

the  laws  of  the  State  of  New  Jersey,  and  whereas  under  the  certificate  of 
incorporation  of  the  said  Company  filed  in  the  said  eflice  of  the  said 
Secretary  of  State  on  ,  19.  . .  .,  said  Company  has  an  author- 
ized capital  stock  of  $80,000,000,  divided  into  800,000  shares  of  the  par 
value  of  $100  each,  of  which  400,000  shares  are  seven  per  cent.  (7%)  cu- 
mulative Preferred  Stock  and  400,000  shares  are  Common  Stock,  and  there 
have  been  duly  issued  and  are  now  outstanding  certificates  for  310,615 
shares    of   said   Preferred    Stock,   and    for    384,599.02/100    shares    of    said 

Common  Stock ;   and  said    Company  has  also  executed 

its   certain   Indenture   dated    ,    19 ,  to   the 

Trust  Company  of    ,  as  Trustee,  providing 

for  an  authorized  issue  of  its  First  Lien  Twenty-Year  Five  Per  Cent.  Gold 
Bonds,  the  aggregate  amount  whereof  is  limited  to  $45,000,000  i:»ar  value, 
at  any  one  time  outstanding,  of  which  bonds  there  have  been  issued  and 
are  now  outstanding  $34,526,600  par  value;   and 

"Whereas,   said    Company  has   acquired  and  now   owns 

shares  of  stock  of  The Company  as  follows: 

$57,807,200,  par  value,  of  shares  of  its  Preferred  Stock,  and  $62,250,700, 
par  value,  of  shares  of  its  Common  Stock,  leaving  outstanding  shares  of 

stock  of  said  The   Company  not  owned  by  the   

Company,  as  follows:  $4,475,100,  par  value,  of  shares  of  Preferred  Stock, 
and  $631,600,  par  value,  of  shares  of  Common  Stock;  and 

Whereas,  dividends  at  the  rate  of  six  per  cent,  per  annum  have  regu- 
larly been  paid  upon  the  Preferred  Stock  of  The Co^npany 

in  quarterly  instalments  of  one  and  one-half  per  cent,  from  a  date  prior  to 
the  first  day  of  January,  19....,  such  quarterly  payments  having  been 
made  on  the  first  days  of  October,  January,  April  and  July  of  each  year, 
the  last  payment  having  been  made  on  the  first  day  of  July,  19.  ...  ;  and 
whereas,  interest  at  the  rate  of  five  per  cent,  per  annum  has  been  regularly 
paid   in  semi-annual  installments  of  two  and  one-half  per  cent,  upon  the 

bonds  of  the Company,  the  last  payment  having  been  made  on 

the  first  day  of ,  19.  ...  ;  and  dividends  at  the  rate  of  seven 

per  cent,  per  annum  have  been  regularly  paid  in  quarterly  installments  of 

one  and  three  quarters  per  cent,  upon  the  preferred  stock  of  the 

Company,  such  quarterly  payments  having  been  made  on  the  first  days  of 
October,  January,  April   and  July  of  each  year,  the  last  payment  having 

been   made   on   the   first   day   of    ,   19....;    and,   whereas,   no 

dividends  have  at  any  time  been  paid  upon  the  common  stock  of  either 
The    Company  or  the    Company;    and 

Whereas,  by  certificate  filed  in  the  office  of  the  Secretary  of  State  of 

the  State  of  New  Jersey,  on  the    day  of   ,  19 .... , 

the   Company  changed  the  nature  of  its  business 

pursuant  to  the  provisions  of  the  General  Corporation  Act  of  the  State 
of  New  Jersey,  and  is  now  organized  for  the  purpose  of  carrying  on 
business  of  a  similar  nature  to  that  which  The  Com- 
pany was  organized  to  carry  on ;   and 

Whereas,  the  respective  boards  of  directors  of  said  corporations  deem 
it  advisable,  to  the  end  that  greater  efficiency  and  economy  of  manage- 
ment may  be  accomplished,  and  otherwise  and  generally  to  the  advantage 
and  welfare  of  said  corporations  and  their  several  and  respective  stock- 
holders,  to   merge   and   consolidate   said   corporations   under   and   pursuant 


MERGER  AND  CONSOLIDATTOX.  1715 

to  the  provisions  of  an  Act  of  the  Legislature  of  tlie  State  of  New 
Jersey  entitle<l   "An   Act   Concerning  Corporations    (Revision   of   1S9C)"; 

Now,  therefore,  in   consideration  of  the  premises  ami   tlie  mutual  agree 
ments,    proviwions,    covenants    and    grants    herein    contained,    it    is    hereby 
agreed   by   and   between   the   said   parties  hereto,   and    in    accordance   with 
said    Act    of    the    Legislature    of    the    State    of    New    Jersey,    that    said 

The    , .  .  .  .    Company   shall   be    and   the    same   hereby 

is  merged  and  consolidated  into  and  with  said   

Company  and  the   Company  does  hereby  merge  and 

consolidate  into  and  with  itself  said  The    (,'ompany; 

And  the  i>arties  hereto,  do,  by  these  presents,  agree  to  and  prescribe 
the  terms  and  conditions  of  said  merger  and  consolidation,  and  the  moile 
of  carrying  the  same  into  effect,  which  terms  and  conditions  and  mode  of 
carrying  the  same  into  effect  the  said  parties  hereto  do  mutually  and 
severally  agree  and  covenant  to  observe,  keep  and  perform,  that  is  to  say; 

Article  I. — The  name  of  the  consolidated  corporation  is  and  shall  be 
and   remain    Company. 

Article   II. — The   number,   names,   and   places    of   residence   of   the   first 

directors  of  the  said   Company  as  consolidated, 

who  shall,  hold  their  oflices  until  their  successors  be  chosen  according  to 
the  by  laws  of  the  said  Company,  are  as  fol- 
lows.    (Here  insert  names.) 

The  number  of  the  first  board  of  directors  is  fifteen  and  their  names 
and  places  of  residence  are  as  follows:  (Here  insert  names,  titles  and  resi- 
dences.) 

The  first  officers  of  the  Company  are  a  President,  four  Vice-Presidents, 
a  Secretary,  a  Treasurer,  and  two  Assistant  Treasurers,  and  their  names 
and  places  of  residence  are  as  follows:  (Here  insert  names,  titles  and  resi- 
dences.) 

Article  III. — The  capital  stock  of  the  said  Com- 
pany, as  consolidated,  shall  be  Eighty  Million  Dollars,  divided  into  eight 
hundred  thousand  (800,000)  shares  of  the  par  value  of  $100  each,  of 
which  four  hundred  thousand  (400, 000^)  shares  shall  be  seven  per  cent, 
cumulative  Preferred  Stock  and  four  hundred  thousand  (400,000)  shares 
shall  be  Common  Stock. 

The  rights,  terms  -and  conditions  of  the  shares  of  said  Preferred  and 
Common  Stock  issued  and  to  be  issued  shall  be  respectively  the  same  as 
those  of  the  shares  of  the  Preferred  and  Common  Stock  of  the  present 
Company  now  outstanding  as  set  forth  in  the  cer- 
tificate of  incorporation  of  said Company,  a  copy  of 

which  as  amended  marked  "Exhibit  A,"  is  hereto  anne.xed  and  made 
a  part  hereof. 

Article  IV. — The  manner  of  converting  tho  capital  stock  of  The 

Company  into  the  capital  stock  of  the    

Company  shall  be  as  follows:  Kiich  and  every  of  the  outstanding  shares 
of  stock  of  The Company  shall  be  forthwith  ex- 
changeable for  and  convertible  into  the  securities  of  the 

Company  upon  the   following  l)asis: 

Each  holder  of  one  share  of  the  Preferred  Stock  of  The 

Company,  upon  the  surrender  of  the  certificates  thereof  to 


1716    CORPORATION  FORMS  AND  PRECEDENTS. 

the  Company,  duly  judorsed  in  l)lank  for  trans- 
fer,  shall   receive   the  following   securities   of   the    

Company: 

$50  in  par  value  of  First  Lien  Twenty  Year  Five  per  cent.  Gold  Bonds. 

$50  in  par  value  of  seven  per  cent.  Cumulative  Preferred  Stock. 

$23.50  in  par  value  of  Common  Stock,  and  in  addition  thereto, 

$10  in  Cash.  

Any  holder  of  the  Preferred  Stock   of  The  ' 

Company  not  wishing  to  accept  said  bonds,  stocks  and  cash  in  exchanga 
for  his  said  Preferred  Stock  shall  be  entitled,  at  his  election  to  be  ex- 
ercised within  the  time  and  in  the  manner  hereinafter  provided,  to  take 
and  receive  the  $50  per  share  in  said  bonds  and  $50  per  share  in  said  Pre- 
ferred Stock  of  the   Company  and  to  be  paid 

in  addition  such   sum   in  cash   as   in   a  suit   or   proceeding  to  be  brought 

by  him  in  any  court  of  competent  jurisdiction  in  which  The 

Company  and  the   Company  or 

either  of  them  shall  be  made  parties,  shall  be  adjudged  to  represent  his 

share  or  interest  in  the  assets  of  The  Company 

arising   upon   his   claim   for   accumulated   and   unpaid   dividends   upon   the 

shares   of   The    Company   Preferred   Stock   held 

by  him.  Such  election  by  said  holder  of  Preferred  Stock  shall  be  ex- 
ercised within  three  months  after  the  adoption  and  filing  of  this  agree- 
ment by  written  notice  delivered  to  the  Com- 
pany and  by  producing  to  that  Company  the  certificate  or  certificates  for 
such  shares  with  a  proper  memorandum  thereon  signed  by  such  holder 
showing  his  receipt  on  account  of  each  of  such  shares  of  such  $50  in  par 

of  bonds  and  $50  in  par  of  Preferred  Stock  of  the 

Company. 

Each  holder  of  one  share  of  the  Common  Stock  of  The 

Company,  upon  the  surrender  thereof  to  the Com- 
pany, duly  indorsed  in  blank  for  transfer,  shall  receive  three-tenths  of 
one  share  of  the   Common   Stock  of  the    Company. 

In  mailing  such  exchanges  as  aforesaid,  an  adjustment  shall  be  made 
of  the  dividends  and  interest  upon  the  Preferred  Stock  of  said  corpora- 
tions and  upon  the  bonds  of  the   Company,  to  the 

end  that  the  accrued  and  unpaid  interest  and  dividends  upon  the  bonds 
and  Preferred  Stock  of  the  Company  issued  in  ex- 
change for  the  Preferred  Stock  of  The  Com- 
pany, or  a  sum  in  cash  paid  in  lieu  thereof,  shall  equal  an  amount  equal  to 
six  per  cent,  per  annum  on  the  par  value  of  the  shares  of  said  Preferred 
Stock  of  The  Company,  computed  from  the  im- 
mediately next   preceding   day   on   which   a   dividend   of   $1.50   on  each   of 

said  shares  shall  have  been  paid  by  the  said  The   

Company. 

In  all  cases  where  the  proportion  of  securities  to  be  received  shall 
consist  of  or  include  fractions   of  bonds  or    of    shares    of    stock    of    the 

Company,  scrip  or  certificates  duly  executed  by 

the Company  shall  be  issued  by  that  Company  to 

the  holders  of  stock  in  The Company  exchanging 

the  same  in  accordance  herewith.  Said  scrip  or  certificates  shall  be  in 
favor  of  the  bearers  thereof  and  the   Company 


MERGER  AND  CONSOLIDATIOX.  171 7 

shall  in  and  by  each  such  scrip  or  certificate  certify,  in  substance,  that  it 
holds  for  the  holder  of  such  scrip  or  certificate  the  fractional  amount  of 
bond   or   share  of  stock,   as  the   case   may   be,   specified    in   such   ncrip   or 

certificate,  and  that  upon  presentation  at  one  time  to  the 

Company    of    such    scrip    or    certificates    together    representing 

one  bond   or  one   share   of  stock,  or  any   whole   nundx-r   of  bonds,   or   any 

whole  number  of  shares  of  stock,  the   Company  will 

deliver  to  the  person  so  presenting  such  scrip  or  certificates  the  bond 
or  bonds  or  a  proper  and  regular  certificate  for  the  share  or  shares  of 

stock  so  represented  as  the  case  may  be;  and  the 

Comjmny  shall  thereby  further  certify  that  whenever  any  interest  dividend 

or  other  sum  of  money  shall  be  payable  by  the 

Company  upon  any  such  bonds  or  share  of  stock  for  a  fractional  interest 

in  which  any  such  scrip  or  certificate  is  outstamling,  the 

Company  shall  pay  the  proportionate   part   of  the   same  to  the  holder  of 

,such  scrip  or  certificates  upon  presentation  thereof  to  the 

Company  with  a  receipt  for  such  interest  or  dividend  duly  in- 
dorsed thereon ;  and  the Company  shall  for  all 

such  scrip  or  certificates  at  any  time  outstanding  hold  and  keep  the  bond 
or  bonds  and  the  certificate  or  certificates  for  the  share  or  shares  of  stock 
represented  thereby. 

Provided,  further,  however,  and  it  is  hereby  agreed,  that  for  all  the 
purposes  of  this  agreement,   and  for  all  other  purposi^s    (1)    the  stock  o; 

The Company  heretofore  acquired  by  the 

Company  and  now  owned  by  it,,  shall  be  deemed  to  have 

been  exchanged  for  and  converted  into  the  securities  of  the 

Company  in  accordance  herewith;  and  (2)  that  no  present  holder 

of  bonds  or  shares  of  stock  of  the Company  shall 

receive  any  other  or  additional  bond,  share  of  stock  or  fraction  thereof 
or  other  allotment  by  reason  of  this  agreement. 

Article  V. — Except  in  so  far  as  herein  otherwise  specifically  set  forth 
or  as  provided  by  statute,  the  corporate  name,  franchise,  rights  and  or- 
ganization  of  the  said    Company,   shall   remain 

intact,    and    said     Company    shall    possess    the 

powers,  privileges  and  rights  granted  by  and  shall  be  governed  by  and 

be  subject  to  the  amended  Certificate  of  Incorporation  of  the 

Company,  a   copy  of  which  is  hereunto   annexed   and   made 

a  part  hereof  as  aforesaid  with  the  same  force  and  effect  as  if  the  same 
were  here  again  fully  set  forth  at  length. 

The  bylaws   of   the  said   consolidated   corporation   shall   be   the   present 

by-laws  of  the  said Company  until  duly  changed 

or  amended. 

The  corporate  name  and  organization  of  The  

Company,  except  in  so  far  as  the  same  are  continued  by  statute  or  may 
be  requisite  for  carrying  out  the  purposes  of  this  agreement,  shall  cease 
upon  the  filing  in  the  office  of  the  Secretary  of  State  of  the  State  of 
New  Jersey,  of  this  agreement  when  adopted  by  the  stockholders  as 
hereinafter  provided. 

Article  VI. — Upon  the  consummation  of  the  act  of  merger  or  consolida- 
tion hereby  provided  for,  all  and  singular  the  rights,  privileges,  powers 
and   franchises  of   each   of   said   corporations,   and   all   property,  real,   per- 


1718    CORPORATION  FORMS  AND  PRECEDENTS. 

sonal  and  mixed,  and  all  debts  due  on  wliatever  account,  as  well  for  stock 
subscriptions  as  all   other  things   in   action  or  belonging  to  each   of  such 

corporations,  shall  be  vested  in  the  consolidated  corporation,  the 

Company;   and  all  property,  rights,  privileges,  powers 

and  franchises,  and  all  and  every  other  interest  of  the  two  compa- 
nies, parties  hereto,  shall  be  thereafter  as  effectually  the  ])i()poity  of 
the  said  consolidated  corporation  as  they  were  of  the  several  and  respect- 
ive corporations,  parties  hereto,  and  the  title  to  any  real  estate,  whether 
by  deed  or  otherwise  vested  in  either  of  such  corporations,  shall  not 
revert  or  be  in  any  way  impaired  by  reason  of  the  said  merger  and  con- 
solidation; j)rovided,  that  all  rights  of  creditors  and  all  liens  upon  the 
property  of  either  of  said  corporations,  parties  hereto,  shall  be  preserved 
unimpaired,  and  the  respective  corporations,  parties  hereto,  shall  be  deemed 
to  continue  in  existence  in  order  to  preserve  the  same;  and  all  debts,  liabil- 
ities and  all  duties  of  either  of  said  corporations,  parties  hereto,  shall  thence- 
forth attach  to  said  consolidated  corporation  and  may  be  enforced  against 
it  to  the  same  extent  as  if  said  debts,  liabilities  and  duties  had  been  in- 
curred or  contracted  by  it. 

And  further  provided  also  that  the  property,   rights,  privileges,  powers 

and  franchises  of  The Company  shall  upon  and 

immediately  prior  to  said  consummation  of  said  act  of  merger  and  con- 
solidation be  and  be  deemed  to  be  subjected  to  an  express  lien  and  charge 
in  favor  of  the  preferred  stockholders  of  said  Company,  to  the  extent 
of  any  sum  or  sums  which  may  be  adjudged  to  them  on  account  of  their 
accumulated  and  unpaid  dividends  in  case  they  shall  elect  to  avail  them- 
selves of  the  second  alternative  provided  in  Article  IV  of  this  agreement. 
Any  such  property,  rights,  privileges,  powers  and  franchises,  shall  be  con- 
veyed, transferred  and  delivered  to  the  Com- 
pany expressly  subject  to  such  lien  and  charge,  which  shall  be  recited  in 
the  instrument  or  instruments  of  transfer. 

If  at  any  time  said  consolidated  company  shall  deem  or  be  advised  that 
any  further  assignments,  assurances  in  the  law  or  things  are  necessary  or 
desirable  to  vest  in  the  said  consolidated  company  according  to  the  terras 
hereof,  the  title  to  any  property  of  the Com- 
pany or  of  The Company,  the  said 

Company  or  the  said  The   Company 

(as  the  case  may  be)  and  its  proper  officers  and  directors  shall  and  will 
execute  and  do  all  such  proper  assignments,  assurances  in  the  law  and  things 
necessary  or  proper  to  vest  title  to  such  property  in  the  said  consolidated 
company  and  otherwise  to  carry  out  the  purposes  of  this  agreement. 

It  is  expressly   declared  that   said    Company, 

as    consolidated,    shall    be,    and    said    Company 

hereby  covenants  that,  as  consolidated,  it  shall  be,  subject  to  the  remedies 
and  liabilities  in  such  case  prescribed  in  the  said  act  entitled  "An  Act 
concerning  Corporations  (Revision  of  1896)"  and  the  said  several  sup- 
plements thereto  and  amendments  thereof,  including  chapter  241  of  the 
Laws  of  1902. 

Article  VII.     The  said   Company,  as  consolidated, 

shall  pay  all  expenses  of  merger  and  consolidation,  including  proper  legal 
expenses. 

Article  VIH.     The  principal  and  registered  office  of  said    


MERGER  AND  CONftOLTDATTON.  1719 

Company  in  the  State  of  New  Jersey  is  at  Xo , 

street,  in  the  city  of  ,  county  of   , 

and  the  Trust  Company  of  New  Jersey  is  the  agent  therein 

in   charge  thereof  upon   whom   process   against    the   said    f'oifipmy    in    the 
State  of  New  Jersey  may  he  served. 

Article  IX.  This  agreement  shall  be  submitted  to  the  stockholders  of 
each  of  said  corporations  as  provided  by  law,  and  shall  take  effect  and  be 
deemed  and  taken  to  be  the  agreement  and  act  of  merger  and  consolida- 
tion of  the  said  co'rporations  upon  the  adoption  thereof  by  the  votes  of  the 
holders  of  two-thirds  of  all  the  shares  of  the  capital  stock  of  each  of  the 
said  corporations  and  upon  the  doing  of  such  other  acts  and  things  as  are 
required  by  said  act  concerning  corporations. 

In  witness  whereof,  the  said  parties  to  this  agreement  have,  pursuant  to 
a  resolution  passed  by  the  respective  Boards  of  Directors  of  each  of  said 
corporations  at  meetings  thereof  duly  and  regularly  held,  at  which  a 
quorum  was  present,  caused  the  respective  corporate  seals  of  said  corpora- 
tions to  be  hereunto  aflixed  and  these  presents  to  be  signed  by  their  re- 
spective Presidents  or  Vice-Presidents  and  attested  by  their  respective 
Secretaries  or  Assistant  Secretaries,  all  thereunto  duly  authorized,  and 
the  respective  directors  of  said  companies  have  hereunto  set  their  hands 
and  seals  the  day  and  year  first  above  mentioned. 

[Corporate  SealJ  Company, 

Attest :  By  

President. 

Secretary. 

[Seal] 

[Seal] 

[Seal] 

, [Seal] 

[Seal] 

Directors   of   the    Company, 

[Corporate  Seai,  |  The    Company, 

Attest:  By  

President 

Secretary. 

[Seal] 

[Seal] 

[Seal] 

[Seal] 

[Seal] 

Directors  of  The Company. 

Form  1993. 

AGREEMENT  FOR  MERGER  AND  CONSOLIDATION— 
(NEW  JERSEY  CORPORATIONS). 

An  agreement  made  and  entered  into  this  ninth  day  of  September,  in  the 
year  nineteen  hundred  and  four,  between  the  American  Tobacco  Company, 
a  corporation  of  the  State  of  New  Jersey,  by  its  directors;  Consolidated 
Tobacco   Company,   a  corporation   of   said   State   of  New  Jersey,   by   its 


1720    CORPORATION  FORMS  AND  PRECEDENTS. 

directors;   and  Continental  Tobacco  Company,  a  corporation  of  said  State 
of  New  Jersey,  by  its  directors. 

Whereas,  the  principal  and  registered  office  of  each  of  said  corporations 
in  the  State  of  New  Jersey  is  at  No.  104  First  Street,  in  the  City  of 
.Jersey  City,  County  of  Hudson,  and  C.  A.  Hopman  is  the  a^ent  therein 
and  in  charge  thereof,  upon  whom  process  against  each  of  said  corpora- 
tions may  be  served  within  said  state;   and 

Whereas,  said  The  American  Tobacco  Company  was  oxganized  pursuant 
to  the  provisions  of  an  act  of  the  legislature  of  the  State  of  New  Jersey 
entitled  "An  Act  Concerning  Corporations,"  approved  April  7,  1875,  and 
the  several  supplements  thereto  and  acts  amendatory  thereof;  and  the  said 
Consolidated  Tobacco  Company  and  Continental  Tobacco  Company  were 
organized  pursuant  to  the  provisions  of  an  act  of  the  legislature  of  the 
State  of  New  Jersey  entitled  "An  Act  Concerning  Corporations  (revision 
of  1896),"  and  the  several  supplements  thereto  and  acts  amendatory  there- 
of and  all  of  said  corporations  were  organized  for  the  purpose  of  carrying 
on  business  of  a  similar  nature,  to  wit,  the  manufacture  and  sale  of 
tobacco  and  the  products  thereof;  and 

Whereas,  the  respective  boards  of  directors  of  the  said  corporations  deem 
it  advisable,  for  the  purpose  of  greater  efficiency  and  economy  of  manage- 
ment, as  well  as  for  the  general  welfare  of  the  said  corporations,  to  merge 
and  consolidate  them,  under  and  pursuant  to  the  provisions  of  said  act 
entitled  "An  Act  Concerning  Corporations  (revision  of  1896),"  and  the 
several  supplements  thereto  and  acts  amendatory  thereof; 

Now,  therefore,  in  consideration  of  the  premises  and  of  the  mutual 
agreements,  covenants,  provisions,  and  grants  herein  contained,  it  is  hereby 
agreed  by  and  between  the  said  parties  hereto  as  follows: 

Article  I.  The  said  The  American  Tobacco  Company,  the  said  Con- 
solidated Tobacco  Company,  and  the  said  Continental  Tobacco  Company 
are  hereby  consolidated  into  a  single  corporation,  under  the  name  of  "The 
American  Tobacco  Company"  (hereinafter  called  the  "merged  corpora- 
tion"). 

Article  II.  The  said  merged  cch-poration,  in  addition  to  the  powers 
conferred  in  Section  1  of  the  act  concerning  corporations  (revision  of 
1896),  shall  have  the  powers  herein  set  out,  and  said  merged  corporation 
shall  be  subject  to  the  limitations  on  said  powers  herein  set  out,  to  wit: 
To  dry  and  cure  leaf  tobacco  and  to  buy,  manufacture,  sell  and  other- 
wise deal  in  tobacco  and  the  products  of  tobacco  in  any  and  all  forms; 
to  construct  or  otherwise  acquire  and  hold,  own,  maintain,  and  operate 
warehouses,  factories,  offices,  and  other  buildings,  structures  and  appliances 
for  the  drying,  curing,  storing,  manufacture,  sale  and  distribution  of 
tobacco  and  its  products;  to  guarantee  dividends  on  any  shares  of  the 
capital  stock  of  any  corporation  in  which  said  merged  corporation  has  an 
interest  as  stockholder,  and  to  indorse  or  otherwise  guarantee  the  principal 
and  interest,  or  either,  of  any  bonds,  securities,  or  other  evidence  of  in- 
debtedness created  by  any  corporation  in  which  said  merged  corporation 
has  such  an  interest,  provided  that  authority  for  any  such  indorsement 
or  guaranty  be  first  given  by  resolution  adopted  by  vote  of  at  least  two- 
thirds  of  the  whole  board  of  directors  of  said  merged  corporation;  to 
oarry  on  any  business  operations  deemed  by  said  merged  corporation  to 
be  necessary  or  advisable  in  connection  with  any  of  the  objects  of  its 


MERGER  AND  CONSOLIDATION.  1721 

incorporation  or  in  furtherance  of  any  thereof,  or  tciiiliiitj  to  increase 
the  value  of  its  j>roperty  or  stock;  but  nothing  herein  set  forth  is  to  be 
eonstruetl  to  authorize  the  formation  hereby  of  an  insurance,  safe  deposit, 
or  trust  company,  banking  corporation,  or  savings  bank,  or  corporation 
deemed  to  possess  any  of  the  powers  prohibited  to  cor|)oration8  formed 
under  the  statutory  provisions  aforesaid;  to  conduct  business  in  all  other 
States,  territories,  possessions,  and  dependencies  of  the  United  States  of 
America,  and  in  all  foreign  countries,  and  to  have  one  or  more  offices  out 
of  the  State  of  New  Jersey,  and  to  hold,  purchase,  and  convey  real  and 
personal  property  out  of  said  State  as  well  as  therein.  The  said  merged 
corporation  shall  have  power  to  purchase  or  otherwise  acquire  and  hold, 
sell,  assign,  transfer,  mortgage,  pledge,  or  otherwise  dispose  of  the  shares 
of  the  capital  stock  or  any  bonds,  securities,  or  other  evidences  of  indebted- 
ness created  by  any  other  corporation  or  corporations  of  this  or  any  other 
State  or  government,  and  to  issue  its  own  obligations  in  payment  or  in 
exchange  therefor,  or  for  any  purpose  of  its  incorporation,  and  to  secure 
such  obligations  by  pledge  or  mortgage  under  deed  of  trust  or  otherwise 
of  the  shares  of  capital  stock  or  bonds,  securities,  or  other  evidences  of 
indebtedness  so  acquired,  or  of  any  property  of  the  corporation.  The 
power  to  make  and  alter  bylaws  of  said  merged  corporation  is  conferred 
upon  the  directors.  The  directors  of  said  merged  corporation  may  hold 
their  meetings  and  have  an  office  and  keep  the  books  of  the  corporation 
(except  the  stock  and  transfer  books)  in  the  City  of  New  York  or  else- 
where outside  the  State  of  New  Jersey.  The  directors  of  said  merged  cor- 
poration shall  have  the  power  to  fix  and  determine  from  time  to  time  and 
to  vary  the  sum  to  be  reserved,  over  and  above  its  capital  stock  paid  in, 
as  a  working  capital,  before  declaring  any  dividends  among  its  stock- 
holders, and  to  fix  the  time  of  declaring  and  paying  any  dividend,  and 
the  amount  of  any  dividend  shall  be  determined  by  the  directors,  unless 
otherwise  provided  by  the  by-laws  of  the  corporation;  and  to  direct  and 
determine  the  use  and  disposition  of  any  surplus  or  net  profits  or  earn- 
ings over  and  above  the  capital  stock  paid  in.  All  sums  so  reserved  may 
be  applied  from  time  to  time  to  the  acquisition  of  property  as  the  directors 
shall  from  time  to  time  determine,  and  neither  the  property  so  acquired 
nor  any  of  its  capital  stock  held  by  the  corporations  shall  be  regarded  as 
accumulated  profits,  for  the  purpose  of  declaration  or  payment  of  dividends, 
unless  otherwise  determined  by  the  directors.  In  case  of  any  increase  in 
the  number  of  the  directors  of  said  merged  corporation,  pursuant  to  its 
by-laws,  which  may  provide  for  such  increase  by  vote  of  the  directors, 
vacancies  in  the  board  shall  be  deemed  to  be  thereby  created  which  the 
existing  directors  shall  have  the  power  to  fill  until  the  next  election  by 
stockholders,  or  until  successors  shall  be  otherwise  chosen.  The  by-laws  of 
said  merged  corporation  may  prescribe  the  number  necessary  to  con- 
stitute a  quorum  of  the  directors,  which  may  be  less  than  a  majority  of 
the  directors.  No  period  is  limited  for  the  duration  of  said  merged  cor- 
poration,  but   its   existence    shall   be   perpetual. 

Article  III.  The  board  of  directors  of  said  merged  corporation  shall 
be  twenty-eight  in  number,  and  the  names  and  places  of  residence  of  the 
first  directors  and  officers  thereof,  who  shall  hold  office  until  their  succes- 
sors are  chosen  or  appointed  as  provided  by  the  by-laws  of  said  merged 
corporation,  are  as  follows;      (Names,  titles  and  places  of  residence  omitted.) 


1722     CORPORATION  FORMS  AND  PRECEDENTS. 

Article  IV.  The  capital  stock  of  the  said  merged  corporation  is  One 
hundred  and  eighty  million  ($180,000,000)  dollars  divided  into  one  million 
eight  hundred  thousand  (^,800,000)  shares  of  the  par  value  of  one  hundred 
($100)  dollars  each.  One  million  (1,000,000)  shares  shall  be  common  stock 
and  eight  hundred  thousand  (800,000)  shares  shall  be  preferred  stock. 
The  rights  of  the  holders  of  the  said  connuon  stock,  and  preferred  stock, 
respectively,  shall  be  as  follows:  The  holders  of  the  preferred  stock  shall 
be  entitled  to  receive  out  of  the  surj)lus  or  net  earnings,  and  the  merged 
corporation  shall  be  bound  to  pay  thereon,  as  and  when  declared  by  the 
board  of  directors,  a  dividend  at  the  rate  of,  but  never  exceeding  six 
(6)  per  centum  per  annum,  cumulative  from  and  after  the  first  day  of 
October,  nineteen  hundred  and  four,  payable  yearly,  half-yearly,  or  quar- 
terly, before  any  dividend  shall  be  set  apart  or  paid  on  the  common 
stock;  provided,  however,  that  when  all  accrued  dividends  on  the  preferred 
stock  have  been  paid,  the  directors  shall,  if  in  their  judgment  the  sur- 
plus or  net  profits  after  deducting  the  amount  of  dividends  to  accrue  on 
the  preferred  stock  during  the  current  year  shall  be  sufficient  for  such 
purpose,  have  power  in  their  discretion,  to  declare  and  pay  a  dividend 
or  dividends  on  the  common  stock.  In  case  of  dissolution  or  liquidation 
or  distribution  of  assets  of  the  said  merged  corporation,  the  holders  of 
preferred  stock  shall  be  paid  the  par  amount  of  their  preferred  shares  and 
the  amount  of  dividends  accumulated  and  unpaid  thereon  before  any 
amount  shall  be  payable  or  paid  to  the  holders  of  the  common  stock;  the 
balance  of  the  assets  of  the  said  merged  corporation  shall  be  divided  ratably 
among  the  holders   of  the  common   stock. 

The  preferred  stock  shall  not  confer  on  the  holders  the  right  to  attend 
or  vote,  either  in  person  or  by  proxy,  at  elections  of  directors,  or  at  any 
meetings  of  stockholders,  except  meetings  convened  for  increasing  or  de- 
creasing the  capital  stock,  dissolving  the  corporation,  or  passing  upon 
other  matters  with  respect  to  which  the  statute  expressly  gives  the  power 
to  preferred  stockholders  to  vote. 

Article  V.  The  said  corporations  are  merged  and  consolidated  upon  the 
understanding  and  agreement  that  the  present  indebtedness  of  each  of 
said  corporations  shall  be  assumed  in  full  by  the  said  merged  corporation. 

Article  VI.  All  property,  real,  personal,  and  mixed,  of  the  said  corpora- 
tions, parties  hereto,  shall  vest  in  the  said  merged  corporation  imme- 
diately upon  the  adoption  of  this  agreement  by  the  stockholders  of  the 
said  corporatioiis,  as  provided  by  the  provisions  of  the  said  act  entitled 
"An  Act  Concerning  Corporations  (revision  of  1896)  "  and  the  several  sup- 
plements thereto  and  acts  amendatory  thereof;  but  if  the  said  merged  corpo- 
ration shall  deem  or  be  advised  that  any  further  assignments,  assurances  in 
the  law,  or  things,  are  necessary  or  desirable  to  vest  the  title  to  such  property 
in  the  said  merged  corporation,  the  said  corporations,  parties  hereto,  shall 
execute  and  do  all  such  assignments,  assurances  in  the  law,  and  things 
necessary  to  vest  title  to  such  property  in  said  merged  corporation,  and 
otherwise  to  carry  out  the  purposes  of  this  agreement. 

Article  VII.  The  capital  stock  of  each  of  the  said  corporations,  par- 
ties hereto,  shall  be  converted  into  the  common  stock,  the  preferred  stock, 
or  the  obligations  of  said  merged  corporation,  and  the  common  stock,  pre- 
ferred stock,  and  obligations  of  said  merged  corporation  shall  be  appor- 
tioned among  the  stockholders  of  the  said  corporations,  parties  hereto,  ac- 


MERGER  AND  CONSOLIDATION.  1723 

cording  to  the  shares  la-Id  liy  the  respective  stockhohlors  of  said  corpora- 
tions, and  shall  l.e  delivered  to  them  upon  the  surrender  of  their  certificates 
of  stock,  as  follows: 

There  shall  i)e  ai>p()il  ii>nc<|  td  eacli  of  the  linMcis  of  the  eij^ht  per  cent, 
preferred  iioncuuudiitivo  stock  of  the  said  The  American  Tobacco  Com- 
pany, party  hereto,  for  each  share  of  said  preferred  stock  of  the  par  value 
of  $100  held  by  him  the  oldij,'ation  or  bond  of  the  said  merjjed  corporation 
of  one  hundred  and  thirty-three  dollars  thirty-three  and  one-third  cents 
($133.33  1-3)  in  gold  coin  of  the  United  States  of  the  present  standard 
of  weight  and  fineness,  due  and  payable  on  the  first  day  of  October,  1944, 
at  the  office  or  agency  of  the  said  merged  corporation  in  the  city  of  New 
York,  with  interest  thereon  from  October  1,  1904,  at  the  rate  of  six  (6) 
per  centum  per  annum,  said  interest  to  be  payable  to  the  holder  of  such 
bond  or  obligation,  or  to  the  holder  of  a  coupon  representing  such  interest, 
at  such  office  or  agency,  in  like  gold  coin,  semi-annually,  on  the  first  days  of 
April  and  October  in  each  year.  Said  bonds  shall  be  issued  in  such  denom- 
inations as  the  merged  corporation  shall  see  fit;  and  they  shall  along  with 
the  bonds  provided  for  in  the  next  paragraph  hereof,  constitute  a  first 
charge  upon  the  income  and  property  of  the  merged  corporation.  There 
shall  also  be  paid  to  the  holders  of  said  preferred  stock  of  said  The  Amer- 
ican Tobacco  Company,  party  hereto,  in  lieu  of  dividend,  an  amount  in 
cash  equal  to  two  dollars  for  each  share  of  said  preferred  stock  held 
by  him. 

There  shall  bo  apportioned  to  each  of  the  holders  of  the  seven  per  cent, 
noncumulative  preferred  stock  of  said  Continental  Tobacco  Company,  party 
hereto,  for  each  share  of  said  preferred  stock  of  the  par  value  of  $100 
held  by  him  the  obligation  or  bond  of  said  merged  corporation  for  one 
hundred  and  sixteen  dollars  sixty-six  and  two-thirds  cents  ($116,66  2-3) 
in  gold  coin  of  the  United  States  of  the  present  standard  of  weight  and 
fineness,  due  and  payable  on  the  first  day  of  October,  1944,  at  the  office 
or  agency  of  the  said  merged  corporation  in  the  City  of  New  York,  with 
interest  thereon  from  October  1,  1904,  at  the  rate  of  six  (6)  per  centum 
per  annum,. said  interest  to  be  payable  to  the  holder  of  such  bond  or  obliga- 
tion, or  to  the  holder  of  a  coupon  representing  such  interest,  at  said  office 
or  agency  in  like  gold  coin,  semi-annually,  on  the  first  days  of  April  and 
October  in  each  year.  Said  bonds  shall  be  issued  in  such  denominations 
as  the  merged  corporation  shall  see  fit,  and  they  shall,  along  with  the 
bonds  provided  for  in  the  next  preceding  paragraph,  constitute  a  first 
charge  upon  the  income  and  property  of  the  merged  corporation.  The 
holders  of  the  said  preferred  stock  of  said  Continental  Tobacco  Company, 
partj'  hereto,  shall  also  be  entitled  to  receive  and  enjoy  the  dividend  of 
one  and  three-quarters  (1%%)  per  cent,  already  declared  on  said  pre- 
ferred stock   payable   October   3,    1904. 

There  shall  be  apportioned  to  each  of  the  holders  of  the  common  stock 
of  said  The  American  Tobacco  Company,  party  hereto,  for  each  two 
shares  of  Siiid  common  stock  of  the  par  value  of  $50  each  hold  by  him  one 
share  of  the  connnon  stock  of  said  merged  corporation. 

There  s-hall  bo  apportioned  to  each  of  the  holders  of  the  common  stock 
of  said  Continental  Tobacco  Company,  party  hereto,  for  each  share  of  said 
common  stock  of  the  par  value  of  $100  held  by  him,  one  share  of  the  com- 
mon stock   of  the  said  merged  corporation. 


1724     CORPORATION  FORMS  AND  PRECEDENTS. 

There  shall  be  apportioned  to  each  holder  of  the  stock  of  said  Con- 
solidated Tobacco  Company,  party  hereto,  for  each  share  of  said  stock  of 
the  par  value  of  $100  held  by  him,  one  share  of  the  common  stock  of 
said  merged  corporation. 

By  the  act  of  merger  the  stocks  of  all  the  companies  parties  hereto  held 
by  any  of  the  companies  parties  hereto  shall  stand  and  be  cancelled. 

The  preferred  stock  of  the  merged  corporation  herein  provided  for  may 
be  issued  for  the  redemption  and  retirement  at  par  of  debts  that  by  the 
act  of  merger  become  the  debts  of  said  merged  corporation,  and  such 
preferred  stock  shall  be  issued  only  for  such  redemption  or  at  par  for  cash 
to  be  used  in  such  redemption. 

Article  A'lII.  The  Morton  Trust  Company,  of  the  City  of  New  York, 
is  hereby  appointed  the  transfer  agent  of  the  stock  and  obligations  of  the 
said  merged  corporation  in  the  city  of  New  York,  and  the  Farmers'  Loan 
&  Trust  Company,  of  the  city  of  New  York,  is  hereby  appointed  registrar 
of  the  stock  of  said  merged  corporation;  and  any  stockholder  of  any  of 
the  said  corporations,  parties  hereto,  upon  presenting  to  the  said  transfer 
agent  his  certificate  of  stock  and  surrendering  the  same  to  be  cancelled, 
shall  be  entitled  to  receive  a  certificate  for  the  proper  number  of  shares 
of  the  capital  stock  of  said  merged  corporation,  or  to  the  bond  or  obligation 
of  said  merged  corporation,  pursuant  to  Article  YII  of  this  agreement. 

Article  IX.  The  said  merged  corporation  shall  pay  all  expenses  of  con- 
solidation and  all  preliminary  expenses,   including  legal  expenses. 

Article  X.  The  principal  and  registered  office  of  said  merged  corporation 
in  the  State  of  New  Jersey  is  at  No.  104  First  Street,  city  of  Jersey  City, 
County  of  Hudson,  and  C.  A.  Hopman  is  the  agent  therein  and  in  charge 
thereof,  upon  whom  process  against  said  merged  corporation  within  the 
State  of  New  Jersey  may  be  served. 

In  witness  whereof  the  said  parties  to  this  agreement  have,  in  pursuance 
of  a  resolution  passed  by  the  board  of  directors  of  each  of  the  said  cor- 
porations, at  a  regular  meeting  of  the  board  of  directors  of  each  of  said 
corporations,  at  which  a  quorum  was  present,  caused  the  respective  corpo- 
rate seals  of  said  corporations  to  be  hereto  affixed  and  these  presents  to  be 
signed  by  their  respective  presidents  or  first  vice-presidents,  and  attested 
by  their  respective  secretaries,  all  duly  authorized  thereto  the  day  and 
year  first  above  written. 

[Corporate  SealJ  The  American  Tobacco  Company, 

Attest :  By  

President. 

Secretary. 
[Corporate  Seal]  Consolidated  Tobacco  Company, 

Attest :  By   

President. 

Secretary. 
[Corporate  Seal]  Continental  Tobacco  Company, 

Attest:  By    , 

President. 

Secretary. 
The  above  agreement  of  merger  was  before  the  court  in   United  Staffs 
V   American  Tobacco  Company,  221  U.  S.  106,  reversing  164  Fed.  700.     See 
also  United  States  v.  American  Tobacco  Co.,  191  Fed.  371,  for  the  decree 


MERGER  AND  CONSOLIDATION.  1725 

fov  dissolution  of  the  coml)ination  in  which  tlic  above  agreement  was  held 
to  be   a   step. 

See  Forms  L'047-2058,  post,  and  notes  thereunder. 

Form  1994. 

NOTICE  TO  STOCKHOLDERS  OF  PLAN  OF  MERGER  OF 
NATIONAL  BANKS  AND  OF  OPTION  TO  EXCHANGE 

STOCK. 

April  23,  1904. 

To  the  Stockholders  of  the  National  Bank  of  Redemption  of : 

The  following  plan  for  the  consolidation  of  the  National  Bank  of 
Redemption  and  the  First  National  Bank  has  been  unanimously  agreed 
upon  by  the  Directors  of  both  banks: 

1.  The  National  Bank  of  Redemption  is  to  sell  to  the  First  National 
Bank  all  of  its  assets,  goodwill  and  business,  in  consideration  of  the 
payment  to  said  National  Bank  of  Redemption  of  Three  Million,  Two  Hun- 
dred Thousand  Dollars  in  cash  and  the  assumption  by  the  First  National  Bank 
of  all  the  liabilities  of  said  National  Bank  of  Redemption. 

2.  The  capital  stock  of  the  First  National  Bank  is  to  be  increased 
by  the  issue  of  10,000  additional  shares  of  $200  each,  which  shares  are 
to  be  offered  to  the  stockholders  of  the  National  Bank  of  Redemption. 
This  additional  stock  will  be  underwritten  without  commission. 

3.  Each  stockholder  of  the  National  Bank  of  Redemption  may  avail 
himself  of  one  of  the  following  options: 

Option  No.  1.  He  may  receive  in  exchange  for  each  share  of  stock 
held  by  him  its  book  value;  viz:  $160. 

Option  No.  2.  He  may  receive  in  exchange  for  each  share  of  stock 
held  by  him  one-half  of  one  share  of  stock  of  the  First  National  Bank 
and  $60  in  cash.  Arrangements  will  be  made  for  the  purchase  of  frac- 
tions of  shares  at  the  rate  of  $220  per  share. 

4.  Further  details  are  to  be  adjusted  by  a  joint  committee  of  six 
persons;  three  to  be  appointed  by  the  Directors  of  each  bank. 

You  will  therefore  receive  for  every  two  shares  of  National  Bank  of 
Redemption  Stock  either  $320  in  cash,  or  one  share  of  First  National 
Bank  stock — present  market  value  $220 — and  $120  in  cash,  total  $340. 
Any  stockholder  entitled  to  half  a  share  of  the  First  National  Bank 
stock  will  receive  in  lieu  thereof  $110  in  cash.  We  believe  that  the  in- 
creased earning  power  of  the  consolidated  bank  must  necessarily  result 
in  an  increase  in  J;he  market  value  of  the  stock. 

The  consolidated  bank  will  have  a  capital  of  $2,000,000,  a  surplus  of 
$2,000,000,  and  deposits  of  about  $35,000,000.  We  believe  that  the  con- 
solidation will  result  in  great  benefit  to  the  stockholders  and  customers 
of  both  banks. 

Enclosed  you  will  find  form  for  assent  to  the  consolidation  and  proxy 
for  carrying  it  into  effect.  We  urge  each  stockholder  to  execute  this 
and  return  it  not  later  than  Friday,  April  29,  1904.  Please  note  that  it 
is  important  for  you  to  signify  which  of  the  two  options  offered  by  the 
plan  you  select.  We  recommend  that  stockholders  avail  themselves  of 
the  second  option.  Very  truly  yours, 

President. 


1726    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  1995. 

NOTICE  OF  STOCKHOLDERS'  MEETING  TO  INCREASE 

STOCK  AND  REQUEST  FOR  WAIVER  OF  RIGHT 

TO  SUBSCRIBE. 

The  First  National  Bauk  of 

April  23rd,  1904. 
To  the  Stockholders  of  the  First  National  Bank  of  : 

It  is  proposed  by  the  Directors  to  increase  the  capital  stock  of  this 
Bank  to  $2,000,000  by  the  issue  and  sale  of  10,000  shares  of  stock  at 
$200  per  share,  making  the  capital  $2,000,000,  and  the  surplus  fund 
$2,000,000. 

Arrangements  have  been  made  to  place  these  shares  with  certain  in- 
terests in  such  a  -way  as  materially  to  increase  the  business  of, the  Bank 
and  the  value  of  your  present  stock.  More  than  two-thirds  of  the  share- 
holders (including  all  the  officers  and  directors)  have  already  approved 
this  plan  and  executed  an  assent  thereto  and  proxy  in  the  form  herewitli 
enclosed. 

In  order  to  carry  out  successfully  the  proposed  arrangement,  it  is  of 
great  importance  that  we  should  have  promptly  the  consent  of  the  stock- 
holders, and  we  request  you  to  sign  and  return  the  enclosed  assent  and 
proxy  by  return  mail. 


President, 
Chairman  Board  of  Directors. 


Form  1996. 
PROXY  AND  WAIVER  OF  RIGHT  TO  SUBSCRIBE. 

The  First  National  Bank  of 

April  23rd,  1904. 

The  undersigned,  shareholder  in  the  First  National  Bank  of 

hereby  agree  to  vote  at  a  stockholders'  meeting  to  be  called  for  the  pur- 
pose, all  stock  owned  by ,  in  favor  of  increasing 

the  capital  of  said  Bank  by  the  issue  of  10,000  shares  additional,  said 
shares  to  be  sold  in  the  discretion  of  the  Directors  at  not  less  than  $200 
per    share,    and    hereby    waive    wholly    whatever    right    as    shareholder 

may  have  to  subscribe  to  such  increase  of  capital, 

and  appoint   or  either  of  thjem    

true  and  lawful  attorney  irrevocable,  with. power  of  substitution,  to  vote 
at   any   meeting   called   for   the   purpose   aforesaid   or   any   adjournment 

thereof,  with  all  the  powers would  possess  if  personally 

present,  hereby  revoking  all  previous   proxies. 

Witness hand  and  seal this 

day  of   ,  1904. 

(Sign  here)    


IVrERGER  AND  COX.SOLIDATIOX.  1727 

Form  1997. 
ASSENT  TO  MERGER  AND  PROXY. 

.National   iiaiik   of    Kcili'iinjtion. 
A.ssent  to  Cousolidatiou   ami   I'ro.vy. 

The  undersigned  stockholder.,   in  the   National  Bank  of  Redemption  of 

hereby  a.ssent  to  the  jjlan  proposed  for  the  consolidation 

of  said  Bank  and  the  First  National  Bank  of  ,  dated  April 

23rd,  1904,  ai.d  to  any  votes  or  other  measures  necessary  or  proper  for  the 
purpose  of  effecting  said  consolidation,  including  the  liquidation  and 
closing  of  said  National  Bank  of  Redemption. 

And do . .    appoint    ,  the  president 

of  the   Savings  Bank ;    , 

the  Treasurer  of  the   Five  Cents  Savings  Bank,  and 

,  the  Treasurer  of  the    River  Savings 

Bank,  or  any  two  of  them  true  and  lawful  attorneys 

irrevocable,  with  power  of  substitution,  to  vote  at  the  meeting  of  the 
stockholders   of   said   National   Bank   of   Redemption   to   be   held   at   its 

banking  rooms,  No , Street,  , 

,  on  the  31st  day  of  May,  1904,  at  eleven  o'clock  in 

the  forenoon  or  at  any  adjournment  thereof,  with  all  the  powers 

should  possess  if  personally  present;  hereby  revoking  all  previous  proxies. 

As  stockholder.,   as  aforesaid hereby  elect  to  avail 

sel of  Option  No offered  to  stockhold- 
ers of  the  National  Bank  of  Redemption  by  the  aforesaid  plan  of 
consolidation. 

Witness hand  and  seal  this   day  of   , 

1904. 

(Sign  here)    

It    is    important    that    each    stockholder    should    sign    this    instrument 
whether  he  intends  to  be  present  at  the  meeting  or  not. 

Note: — Be  careful  to  signify  your  election  between  the  two   options 
offered. 


Form  1998. 

NOTICE  OF  STOCKHOLDERS'  MEETING  TO  CONSIDER 

MERGER. 

,  April  30th,  1904. 

To  the  Stockholders  of  the  National  Bank  of  Redemption: 

By  vote  of  the  Board  of  Directors  of  this  bank,  I  am  instructed  to, 
and   do   hereby,   call   a  special   meeting  of  the   stockholders,   to  be   held 

at  the  banking  rooms,  No , Street,  in  said 

on  the  31st  day  of  May,  1904,  at  twelve  o'clock  noon,  for  the  following 
purposes: 

1.  To  see  if  the  stockholders  will  ratify  and  confirm  the  action  of  the 
Board  of  Directors  in  adopting  the  plan  for  the  consolidation  of  the  Na- 
tional Bank  of  Redemption  and  the  First  National  Bank,  and  all  other 
action  taken  by  said  Board  and  by  the  officers  of  said  bank  prior  to  the 
date  of  said  special  stockholders'  meeting  towards  effecting  the   con- 


1728     CORPORATION  FORMS  AND  PRECEDENTS. 

solidation  aforesaid,  and  will  authorize  the  directors  and  officers  to  take 
further  action  in  connection   with  said   consolidation. 

2.  To  see  if  the  stockholders  will  vote  that  said  bank  go  into  liquida- 
tion and  be  closed,  and  to  take  any  and  all  action  necessary  or  proper 
in  connection  with  such  liquidation. 

3.  To  transact  such  other  business  as  may  legally  come  before  said 
meeting. 

By  order  of  the  Directors, 


Cashier. 

Form  1999. 

NOTICE   TO   STOCKHOLDERS   OF   PROPOSED   MERGER 
AND  OF  AMENDMENTS. 

First  National  Bank  of    

To  the  Stockholders  of  the  First  National  Bank  of   : 

By  vote  of  the  Board  of  Directors  of  this  Bank,  I  am  instructed  to  call 
a  special  meeting  of  the  stockholders,  to  be  held  at  the  banking  rooms 

heretofore  occupied  by  the  National  Bank  of  Eedemption  of   , 

at  No , Street, ,  on  Tuesday,  the  first  day 

of  June,  1904,  at  eleven  o'clock  A.  M.,  for  the  following  purposes: 

1.  To  consider  changing  Article  5  of  the  Articles  of  Association  of 
this  Bank  by  inserting  therein  the  words  "unless  otherwise  determined 
by  two-thirds  vote  at  a  stockholders'  meeting  called  for  the  purpose," 
so  that  the  Article  shall  read  as  follows: 

"5th.  The  capital  stock  of  this  Association  shall  be  one  million  dol- 
lars ($1,000,000),  but  the  same  may  be  increased  subject  to  the  limitation 
of  the  act  to  any  sum  not  exceeding  five  million  dollars  ($5,000,000) 
and  in  such  increase  of  capital  each  stockholder  shall,  unless  otherwise 
determined  by  two-thirds  vote  at  a  stockholders'  meeting  called  for  the 
purpose,  have  the  privilege  of  subscribing  for  such  number  of  shares  of 
the  proposed  increase  of  stock  as  he  may  be  entitled  to  according  to  the 
number  of  shares  owned  by  him  before  such  increase  is  made.  The 
shares  shall  be  one  hundred  dollars  ($100)  each." 

2.  To  consider  the  recommendation  of  the  Board  of  Directors  that 
the  capital  stock  of  the  Bank  be  increased  from  one  million  dollars  to 
two  million  dollars  by  the  issue  of  10,000  additional  shares  at  $200  per 
share,  and  that  the  Board  of  Directors  be  authorized  to  dispose  of  the 
same  in  their  discretion,  and  generally  to  consider  the  question  of  in-, 
creasing  the  capital  stock  of  the  Bank  and  of  disposing  of  the  additional 
shares,  if  authorized. 

3.  To  consider  a  plan  recommended  by  the  Board  of  Directors  for 

the  consolidation  of  the  First  National  Bank  of   and  the 

National  Bank  of  Eedemption  of    ,  and   to   act  upon   all 

matters   and   things   connected  with   or  incidental  to   said   plan   or   said 
consolidation. 

4.  To  ratify  and  confirm  the  action  of  the  Board  of  Directors  in  pur- 
chasing the  assets  of  the  National  Bank  of  Eedemption  of and 

assuming  the  liabilities  of  said  Bank,  and  all  other  action  taken  by  said 
Board  prior   to   said   stockholders'   meeting  towards   effecting  the   con- 


MERGER  AND  CONSOLIDATION.  1729 

Bolidation  aforesaid,  and  to  authorize  the  Directors  to  take  further  action 
in  the  premises. 

5.  To  transact  such  other  buBiness  as  may  legally  come  before  said 
meeting. 

By  order  of  the  Directors, 


Cashier. 
April  30th,  1904. 

Form  2000. 
AGREEMENT  FOR  MERGER  OF  NATIONAL  BANKS. 

Agreement  made  this  thirtieth  day  of  April,  1904,  between  the  National 

liank  of  Redemption  of   (hereinafter  called  the 

' '  Redemption ' ')  and  the  First  National  Bank  of (here- 
inafter called  the  "First"): 

Said  Banks  hereby  agree  to  consolidate  substantially  in  accordance 
with  the  provisions  of  the  following  plan: — 

1.  The  National  Bank  of  Redemption  is  to  sell  to  the  First  National 
Bank  all  its  assets,  goodwill  and  business,  in  consideration  of  the  pay- 
ment to  said  National  Bank  of  Redemption  of  Three  Million  Two  Hun- 
dred Thousand  Dollars  ($3,200,000)  in  cash,  and  the  assumption  by  the 
First  National  Bank  of  all  the  liabilities  of  said  National  Bank  of 
Redemption. 

2.  The  capital  stock  of  the  First  National  Bank  is  to  be  increased 
by  the  issue  of  10,000  additional  shares  at  $200  each,  which  shares  are 
to  be  offered  to  the  stockholders  of  the  National  Bank  of  Redemption. 
This  additional  stock  will  be  underwritten  without  commission. 

3.  Each  stockholder  of  the  National  Bank  of  Redemption  may  avail 
himself  of  one  of  the  following  options: 

Option  No.  1.  He  may  receive  in  exchange  for  each  share  of  stock 
held  by  him  its  book  value,  viz:  $160. 

Option  No.  2.  He  may  receive  in  exchange  for  each  share  of  stock 
held  by  him  one-half  of  one  share  of  stock  of  the  First  National  Bank 
and  $60  in  cash.  Arrangements  will  be  made  for  the  purchase  of  frac- 
tions of  shares  at  the  rate  of  $220  per  share. 

4.  Further  details  are  to  be  adjusted  by  a  joint  committee  of  six  per- 
sons, three  to  be  appointed  by  the  Directors  of  each  Bank. 

Pursuant  to  said  plan,  the  Redemption,  in  consideration  of  the  pay- 
ment of  Three  Million,  Two  Hundred  Thousand  Dollars  ($3,200,000)  the 
receipt  whereof  is  hereby  acknowledged,  and  of  the  further  covenants 
and  agreements  on  the  part  of  the  First  herein  contained,  hereby  grants, 
sells,  transfers  and  delivers  to  the  said  First  all  its  assets,  rights  and 
property  of  every  name,  nature  and  description  and  wherever  situated, 
including  real  estate  (to  be  conveyed  in  fee  by  good  and  suflBcient  deed), 
choses  in  action,  leases,  books  of  account  and  goodwill  of  its  business: 

Said  Redemption  guarantees  that  the  following  is  a  substantially  cor- 
rect statement  of  the  condition  of  said  Bank,  as  of  the  thirtieth  day  of 
A])ril,  1904;  that  said  Bank  has,  as  shown  by  said  statement,  a  surplus 
of  assets  over  liabilities  of  at  least  One  Million,  Two  Hundred  Thousand 
Dollars   ($1,200,000)   and  that  the  existing  liabilities  of  said  Bank,  not 


1730    CORPORATION  FORMS  AND  PRECEDENTS. 

including   salaries   ami   onlinary   curreut    expenses,   will    not   exceed   the 
amount   shown  by  said  statemeut: — 
(Here  insert  statement.) 

To  have  and  to  hold  all  and  singular  the  assets,  rights  and  property 
hereby  transferred  to  the  said  First,  its  successors  and  assigns,  to  its  and 
their  own  use  and  behoof  forever. 

And  the  Redemption  hereby  and  for  the  consideration -aforesaid,  con- 
stitutes and  appoints  the  First  its  true  and  lawful  attorney  irrevocable, 
with  power  of  substitution,  with  full  power  in  the  name  of  the  Redemp- 
tion or  in  its  own  name  to  demand,  receive  and  sue  for  all  moneys  or 
other  properties  due  or  accruing  to  the  Redemption,  and  to  use  the  name 
of  the  Redemption  in  all  ways  necessary  or  proper  for  exercising  and 
enforcing  the  rights  hereby  granted,  and  generally  with  full  and  abso- 
lute power  to  say,  do,  transact,  determine,  accomplish  and  finish  all 
matters  and  things  whatsoever,  relating  to  the  premises,  as  fully,  amply 
and  effectually  to  all  intents  and  purposes  as  the  said  constituent  if 
present  ought  or  might  personally,  although  the  matter  should  require 
more  special  authority  than  is  hereby  comprised,  the  said  constituent 
ratifying,  allowing  and  holding  firm  and  valid  all  and  whatsoever  saiil 
attorney  or  its  substitutes  shall  lawfully  do  or  cause  to  be  done  in  and 
about  the  premises,  by  virtue  of  these  presents. 

And  for  the  consideration  aforesaid,  the  Redemption  further  agrees 
to  liquidate  and  close  its  affairs  immediately,  and,  at  the  request  of  the 
First,  to  terminate  its  corporate  existence,  and  prior  to  said  termination 
agrees  to  execute  any  and  all  instruments  and  do  any  and  all  acts  and 
things  in  the  judgment  of  the  counsel  of  the  First  necessary  or  proper 
for  carrying  into  effect  the  true  intent  and  meaning  of  this  agreement. 
And  the  First,  in  consideration  of  the  foregoing  and  in  addition  to  the 
$3,200,000  herewith  paid  to  the  Redemption,  hereby  assumes  and  agrees 
to  pay  all  the  debts  and  liabilities  of  the  Redemption  and  assume  all  its 
contracts  and  obligations,  and  to  indemnify  and  save  harmless  the  Re- 
demption from  any  and  all  loss,  damage  or  expense  on  account  of  the 
debts,  liabilities,  contracts,  and  obligations  hereby  assumed. 

Contemporaneously    with    these    presents,    the    First    has    issued    to 

,   and    , 

acting  as  a  Liquidating  Committee  for  the  stockholders  of  the  Redemp- 
tion Ten  Thousand  (10,000)  shares  of  new  stock  at  Two  Hundred  Dol- 
lars ($200)  per  share,  total  Two  Million  Dollars  ($2,000,000),  and  has 
placed  to  +,heir  credit  on  its  books  as  cash  the  sum  of  One  Million  Two 
Hundred  Thousand  Dollars  ($1,200,000).  Such  stock  and  moneys  are 
received  in  full  payment  of  the  consideration  to  be  paid  by  the  First 
to  the  Redemption  on  account  of  the  consolidation  of  said  Banks,  and 
are  to  be  used  in  settling  with  the  stockholders  of  the  Redemption  ac- 
cording to  the  options  hereinbefore  set  forth  as  each  may  for  himself 
determine. 

In  witness  whereof  the  parties  hereto  have  caused  their  respective 
names  to  be  hereunto  subscribed  by  their  respective  ofiicers  thereunto 
duly  authorized  and  their  respective  seals  to  be   hereunto  affixed  and 


MERGER  AND  COxXSOLlDATION.  1731 

attested    by    their    respective    casliiers,    the    day    and    year    tirst    above 
written. 

National  Bank  of  Itedcmption  of 

By  

[CoRTOBATE  Seal]  Its  President. 

Attest : 


Cashier. 

First  National  Bank  of   

By  

[Corporate  Seai-1  Its  President. 

Attest : 


Cashier. 

Form  2001. 

NOTICE  TO  STOCKHOLDERS  BY  LIQUIDATING  COM- 
MITTEE AND  REQUEST  FOR  DEPOSIT  OF  STOCK. 

,  June  10th,  1904. 

To  the  stockholders  of  the  National  Bank  of  Redemption: 

The  consolidation  of  this  association  with  the  First  National  Bank  has 
been  assented  to  by  unanimous  vote  at  special  stockholders'  meetings, 
held  by  the  National  Bank  of  Eedemption  May  31st,  and  by  the  First 
National  Bank  June  1st,  as  proposed  in  the  circular  to  you  under  date 
of  April  23rd,  1904. 

Messrs ,    and    

have  been  appointed  a  Liquidating  Committee,  and  have  received  from 
the  First  National  Bank  10,000  shares  of  its  increased  capital  stock  and 
$1,200,000  in  cash. 

Stockholders  who  have  already  chosen  Option  No.  1  of  the  circular 
of  April  23rd,  or  so  choose  when  they  send  in  their  stock,  will  receive 
$160  (the  liquidating  value)  in  exchange  for  each  share  of  National 
Bank  of  Redemption  stock;  those  who  have  chosen  Option  No.  2,  or  so 
choose  when  they  send  in  their  stock,  will  receive  one  share  of  First 
National  Bank  stock  and  $120  in  exchange  for  each  two  shares  of  Na- 
tional Bank  of  Redemption  stock.  Fractions  of  shares  of  First  National 
Bank  stock  will  be  purchased  at  the  rate  of  $220  per  share. 

Each  stockholder  is  requested  to  execute  in  blank  the  transfer  on  the 

back  of  his  certificate,  filling  in,  however,  the  names  of 

and as  attorneys  to  transfer,  and  send  his  certificate 

of  stock,  on  or  before  June  20th,  1904,  to  the  undersigned,  to  be  ex- 
changed as  above  stated.  As  soon  as  may  be  after  its  receipt,  the 
distribution   will  bo   made. 

Respectfully  yours, 


Liquidating  Committee. 


1732    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  2002. 
RECEIPT  FOR  STOCK  BY  LIQUIDATING  COMMITTEE. 

,  Juue   ,  1904. 

Received   of    ,    

shares  of  stock  of  The  J^^ational  Bank  of  Redemption  for  exchange  under 

Option  No of  plan  of  consolidation  with  the  First  National  Bank 

of ,  as  per  circular  of  April  23rd. 


Liquidating  Committee. 

Form  2003. 
RECEIPT  FOR  STOCK  TO  LIQUIDATING  COMMITTEE. 

,  June ,  1904. 

Eeeeived  of , and , 

Liquidating  Committee  of  The  National  Bank  of  Redemption, , 

,   in  exchange   for    shares  of  said  stock : 

Under  Option  No.  1. 

$ (cash  at  $160  per  share.) 

Under  Option  No.  2. 

shares  First  National  Bank  stock. 

$ ,  $60  per  share  on  National  Bank  of  Redemption  stock. 

$ in  lieu  of  one-half  share  First  National  Bank  stock. 

Signature  

Kindly  sign  and  return   this  receipt   in  the   enclosed  envelope.         «V 

Form  2004. 
LETTER  ENCLOSING  NEW  CERTIFICATES. 

Boston   


Dear  Sir:    Enclosed  please  find  the  following  described   Certificate   of 

Stock  of  The  First  National  Bank,    ,    , 

and  check  for  $ in  lieu  of   shares  of 

stock  of  The  National  Bank  of  Redemption,  received  this  day  for  ex- 
change in  accordance  with  circular  issued  by  The  National  Bank  of  Re- 
demption of  dated  April  23rd,  1904. 

Certificate  No Name    Shares    

Kindly  acknowledge  receipt  by  return  mail  on  the  form  attached  to 
Certificate,  and  oblige, 

Yours  very  truly, 

Cashier. 


MERGER  AND  CONSOLIDATION.  1738 

Form  2005. 
NOTICE  TO  CORRESPONDENTS  OF  ABSORBED  BANK. 

iS'atioiial  Bank  ut'  Ivuclfiiiptiuii  ol'    

April  27th,   1904. 
To  our  Correspondents: 

We  bog  to  advise  you  tliat  the  plan  for  the  consolidation  of  this  bank 
with  the  First  National  Bank  is  to  become  effective  on  Monday,  May 
2nd.  The  name  under  which  the  business  of  the  two  banks  is  to  be  con- 
ducted is  to  be  The  First  National  Bank  of   

The  consolidated  bank  will  have  a  capital  of  $2,000,000,  a  surplus  of 
$2,000,000  and  deposits  of  about  $35,000,000. 

At  the  close  of  business  April  30th,  unless  otherwise  ordered,  we  shall 
transfer  to  the  First  National  Bank  the  balance  standing  to  your  credit 
on  our  books,  and  we  shall  also  turn  over  to  this  bank  any  items  which 
we  may  be  holding  for  collection,  to  be  credited  to  your  account  with 
them  when  paid,  with  the  usual  advice.  This  action  on  our  part,  we  shall 
be  pleased  to  have  you  confirm. 

»     ,  of  the  First  National  Bank,  will  be  President 

of  the  new  institution,  and  Mr ,  our  present  Vice-President, 

and    ,  our  present  Cashier,  are  to  be   Vice-Presidents. 

The  other  offijers  remain  practically  the  same. 

We  trust  that  the  pleasant  relations  that  have  existed  in  the  past  will 
continue  in  the  future,  and  beg  to  remain. 

Very  truly  yours, 


President. 

Form  2006. 

LETTER  TO  CORRESPONDENTS  ABOUT  ENDORSE- 
MENTS. 

National   Bank  of  Kedemption  of   

To  our  Correspondents: 

Referring  to  our  recent  letter  concerning  the  combination  of  this  bank 

with  the  First  National  Bank  of   ,  and  in  connection  thereto, 

we  would  ask  that  you  change  your  endorsement  stamp  so  that  it  will 
read 

' '  Pay  to  the  order  of  the  First  National  Bank  of   , " 

instead  of 

"Pay  to  the  order  of  the  National  Bank  of  Redemption." 

Checks  and  collections  sent  to  reach  us  on  May  2nd,  should  be  endorsed 
payable  to  the  order  of  the  First  National  Bank. 

The  form  of  endorsement,  ' '  Pay  any  bank  or  banker,  etc.,"  can  be  used 
as  heretofore. 

Yours  very  truly, 

Cashier. 


1734    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  2007. 
NOTICE  TO  CUSTOMERS  OF  ABSORBED  BANK. 

Natioual  Bauk   of   Kedcmptiou. 
To  our  Customers: 

Arrangements   have   been   completed  to   consolidate  the  business   of  this 

bank  with  the  First  National  Bank  of ,  the  latter  name  to  be 

retained.  The  First  National  Bank  will  move  into  our  new  rooms  on  Sat- 
urday, the  30th  inst.,  and  Monday,  May  2nd,  we  shall  start  out  with  a 
capital  of  $2,000,000,  a  surplus  of  $2,000,000  and  deposits  of  $35,000,000. 
We  shall  be  in  very  strong  position  and  have  better  facilities  than  ever 
before  to  handle  your  business. 

Mr ,  of  the  First  National  Bank,  will  be  the  President  of 

the  new  institution ;  Messrs and will  be  Vice- 
Presidents,  and  the  other  officers  will  remain  practically  the  same. 

Trusting  that  the  very  pleasant  relations  which  have  existed  in  the  past 
will  continue  in  the  future,  I  remain, 

Very  truly  yours, 


President. 
April  27th,  1904. 

Form  2008. 
PUBLISHED  NOTICE  OF  MERGER  OF  NATIONAL  BANKS. 

The National  Bank. 

Street,   

We  beg  to  advise  you  that  this  bank  has  taken  over  the  business  of  the 

National  Bank.     Hereafter  all  checks  drawn  against  balp-nces 

in  the   National  Bank  will  be  paid  by  this  bank. 

Mr ,  President   of  the    National  Bank,   will 

be  associated  with  this  bank  as  a  Director  and  Mr as 

Assistant  Cashier. 

The   National  Bank, 


President. 

Form  2009. 

LETTER  TO  STOCKHOLDERS  OF  NATIONAL  BANKS  AND 

TRUST  COMPANIES  SETTING  FORTH  PLAN  OF 

CONSOLIDATION. 

The  Continental  National  Bank  of  Chicago. 

The  Commercial  National  Bank  of  Chicago. 

The  American  Trust  &  Savings  Bank  of  Chicago. 

Commercial  Trust  &  Savings  Bank  of  Chicago. 


Chicago,  June  27th,  1910. 
To  all  of  the  Stockholders  of  each  of  the  above  named  Banks: 

The  respective  officers,  directors  and  owners  of  a  large  majority  of  the 
capital  stock  of  each  of  the  above  named  banks,  after  careful  consideration. 


MERGER  AXD  CONSOLIDATION.  1735 

have  approved  a  plan   for  unifying  and  consolidatinj^  tLe  interests  of  the 
stockholders  of  said  banks,  substantially  as  follows: 

Tlio  plan  is  to  go  into  effect  on  or  about  August  1,  1910.  The  arrange- 
ment, when  consuinnuited,  will,  in  effect,  be  a  consolidation  of  The  Con- 
tinental National  Bank  of  Chicago  and  The  Coinniercial  National  Bank  of 
Chicago,  under  the  name  of  Continental  and  Conunercial  National  Bank  of 
Chicago,  and  of  The  American  Trust  and  Savings  Bank  and  Commercial 
Trust  and  Savings  Bank,  uuder  the  name  of  Continental  and  Commercial 
Trust  and  Savings  Bank. 

The  Continental  and  Commercial  National  Bank  will  have  a  paid  up 
capital  stock  of  $20,000,000,  and  about  $10,000,000  surplus  and  undivided 
profits.  The  Continental  and  Commercial  Trust  and  Savings  Bank  will 
have  a  paid  up  cai)ital  stock  of  $3,000,000.  The  capital  stock  of  that  bank 
will  continue  to  be  trusteed  and  owned  by  the  sharehoMers  of  the  Conti- 
nental and  Commercial  National  Bank  of  Chicago.  The  total  capital  stock 
of  the  Continental  and  Commercial  National  Bank  of  Chicago  and  of  the 
Continental  and  Commercial  Trust  and  Savings  Bank  will  be  $23,000,000, 
and  their  surplus  and  undivided  profits  will  be  over  $10,000,000,  or  a  total 
of  more  than  $33,000,000  in  capital,  surplus  and  undivided  profits.  The 
total  deposits  of  these  banks  is  about  $185,000,000,  and  their  total  resources 
about  $218,000,000.  The  commercial  business  will  be  transacted  through 
the  Continental  and  Commercial  National  Bank  of  Chicago.  The  savings, 
trjist  and  bond  business  will  be  carried  on  by  the  Continental  and  Com- 
mercial Trust  and  Savings  Bank. 

A  plan  substantially  as  follows  will  be  submitted  for  their  approval  to 
the  stockholders  of  the  above  named  banks  at  their  respective  stockholders' 
meetings,  to  be  held  on  Saturday,  July  30th,  1910,  or  at  an  adjournment  or 
adjournments  thereof. 

The  Continental  National  Bank  of  Chicago. 
The  Commercial  National  Bank  of  Chicago. 

(a)  The  capital  stock  of  The  Continental  Bank  will  be  increased  from 
$9,000,000  (90,000  shares  of  the  par  value  of  $100  each)  to  $20,000,000 
(200,000  shares  of  the  par  value  of  $100  each), 

(b)  Of  said  $11,000,000  (110,000  shares)  increase  of  stock,  18,000 
shares  ($1,800,000)  shall  be  issued  pro  rata  to  the  shareholders  of  The 
Continental  National  Bank  of  record  at  twelve  o'clock  noon,  on  July  30, 
1910.  Said  18,000  shares  of  stock  ($1,800,000)  will  be  paid  for  by  the 
declaration  by  said  Bank  out  of  its  surplus  and  undivided  profits  of  a 
cash  dividend  of  20  per  cent.  ($1,800,000)   to  its  said  shareholders. 

(c)  12,000  shades  ($1,200,000)  of  said  increase  of  stock  shall  be  issued 
and  sold  for  $200  cash  per  share  (making  a  total  of  $2,400,000)  to  the 
Commercial  National  Bank  Committee  hereinafter  named,  for  the  benefit 
pro  rata  of  the  shareholders  of  The  Commercial  National  Bank  of  record 
at  twelve  o'clock  noon  on  July  30,  1910;  and  to  be  paid  for  at  or  before 
said  hour  on  said  date;  said  $2,400,000  shall  become  and  be  a  part" of  the 
capital  and  surplus  of  the  Continental  and  Commercial  National  Bank. 
The  shareholders  of  The  Commercial  National  Bank  who  desire  to  avail 
themselves  of  the  privilege  of  subscribing  for  a  pro  rata  part  of  said 
12,000  shares  of  stock  are  requested  to  at  once  sign  and  return  the 
enclosed  subscription  blank.     Such  shareholders  are  entitled  to  subscribe 


1736    CORPORATION  FORMS  AND  PRECEDENTS. 

for  one  (1)  new  share  for  each  six  and  two-thirds  (6  2/3)  shares  of  The 
Commercial  Xational  Bank. 

(d)  The  remaining  80,000  shares  ($8,000,000)  of  said  increase  of  stock 
of  The  Continental  National  Bank  shall  be  issued  and  sold  by  The  Con- 
tinental National  Bank,  to  the  Commercial  National  Bank  Committee,  in 
payment  for  all  of  the  property,  assets,  effects,  business  and  good  will  of 
The  Commercial  National  Bank  (subject  to  all  of  the  latter 's  liabilities, 
which  shall  be  assumed  and  paid  by  the  Continental  and  Commercial  Na- 
tional Bank)  at  twelve  o'clock  noon  on  July  30,  1910,  which  property,  assets, 
effects,  business  and  good  will  of  The  Commercial  National  Bank,  include 
over  and  above  all  of  its  liabilities,  cash  amounting  to  over  $11,000,000. 
The  Commercial  National  Bank  Committee  shall  apportion '  said  80,000 
shares  of  said  increase  of  stock  pro  rata,  share  for  share,  among  the  share- 
holders of  The  Commercial  National  Bank  of  record  at  twelve  o'clock  noon 
on  July  30,  1910. 

(e)  Article  III  of  the  amended  Articles  of  Association  of  The  Con- 
tinental National  Bank  shall  be  amended  so  that  the  first  sentence  of  said 
Article  III,  when  amended,  shall  read  as  follows:  "The  Board  of  Di- 
rectors of  the  Association  shall  consist  of  not  less  than  five,  nor  more  than 
fifty  shareholders. ' '  In  addition  to  its  present  Directors,  twenty-four  new 
Directors  of  said  Bank  shall  be  elected  to  hold  office  until  the  next  annual 
meeting  of  the  shareholders  of  said  Bank. 

(f)  The  name  of  The  Continental  National  Bank  of  Chicago  shall  be 
changed,  pursuant  to  law,  to  that  of  Continental  and  Commercial  Natiohal 
Bank  of  Chicago. 

(g)  The  Commercial  National  Bank  of  Chicago  shall  go  into  liquidation 
and  be  closed,  pursuant  to  law. 

(h)  The  owners  of  the  entire  110,000  shares  of  the  increased  capital 
stock  of  The  Continental  National  Bank,  to  be  issued  as  aforesaid,  shall 
be  beneficially  interesfed  in  common  with  all  the  other  shareholders  of  The 
Continental  National  Bank  in  a  pro  rata  amount  of  the  capital  stock  of 
The  American  Trust  and  Savings  Bank. 

The  American  Trust  &  Savings  Bank  of  Chicago. 
Commercial  Trust  &  Savings  Bank  of  Chicago. 

(a)  The  name  of  The  American  Trust  and  Savings  Bank  shall  be 
changed  to  Continental  and  Commercial  Trust  and  Savings  Bank,  and  the 
certificates  representing  the  shares  of  the  capital  stock  of  said  Bank  shall 
continue  to  be  held  in  trust  in  accordance  with  the  trust  agreement,  dated 
September  7,  1909,  under  which  the  same  are  now  held,  and  the  owners  of 
said  increase  of  the  capital  stock  of  The  Continental  National  Bank  (whose 
name  is  to  be  changed  as  aforesaid),  shall  upon  such  increase  forthwith  be- 
come and  be  beneficially  interested  in  common  with  all  the  other  share- 
holders of  The  Continental  National  Bank  in  a  pro  rata  amount  of  the 
capital  stock  of  The  American  Trust  and  Savings  Bank  (whose  name  is  to 
be  changed  as  aforesaid)  and  said  trust  agreement  shall  continue  in  full 
force  and  effect  in  strict  accord  with  the  provisions  thereof. 

(b)  The  stockholders  of  the  Commercial  Trust  and  Savings  Bank  shall 
adopt  resolutions  to  determine  said  Bank's  affairs,  distribute  its  assets 
among  its  stockholders,  resign  its  charter  or  certificate  of  incorporation 
and  close  up  its  business  in  the  manner  provided  by  law.  Immediately 
after  the  adoption  of  said  resolution,  the  stockholders  of  said  Bank  shall 


MERGER  AND  CONSOLIDATION.  1737 

adopt  a  resolution  that  all  of  said  Bank  'a  assets  after  providing  for  tho 
payment  and  discharge  of  all  of  its  liabilities  shall  be  turned  over  to  the 
Commercial  National  Bank  Committee,  and  as  and  when  received  by  said 
Committee  shall  be  by  it  paid  into  and  shall  constitute  a  part  of  the  surplus 
and  undivided  profits  of  the  Continental  and  Commercial  National  Bank, 
and  said  latter  Bank  shall  assume  the  liabilities  of  the  Commercial  Trust 
and  Savings  Bank  of  Chicago,  and  the  trust  agreement,  dated  January  10, 
1910,  under  which  the  shares  of  the  capital  stock  of  the  Commercial  Trust 
and  Siyings  Bank  have  been  deposited  and  are  now  held,  shall  be  cancellcl, 
terminated  and  forever  discharged,  and  all  of  the  trustees  named  in  or 
acting  under  said  trust  agreement  shall  be  forever  released  and  discharged 
from  any  and  all  liability  thereon  or  thefeunder. 

For  the  purpose  of  carrying  the  plan  into  effect  there  have  been  hereto- 
fore designated  and  appointed  and  there  are  now  acting  a  Committee  of 
tho  shareholders  of  The  Continental  National  Bank,  composed  of  George  M. 
Reynolds,  J.  Ogden  Armour,  E.  A.  Potter,  Joy  Morton  and  B.  A.  Eckhart, 
called  the  Continental  National  Bank  Committee,  and  a  committee  of  the 
shareholders  of  The  Commercial  National  Bank,  composed  of  George  E. 
Roberts,  Edward  S.  Lacey,  Robert  T.  Lincoln,  E.  H.  Gary,  Robert  H.  Mc- 
Elwee,  Francis  A.  Hardy,  and  William  J.  Chalmers  called  the  Commercial 
National  Bank  Committee. 

The  Commercial  National  Bank  shareholders  who  desire  to  avail  them- 
selves of  the  privilege  of  subscribing  for  their  pro  rata  part  of  said  1 2,000 
shares  of  said  increase  of  the  capital  stock  of  The  Continental  National 
Bank,  are  requested  to  remit  the  payment  for  their  subscription  at  once. 

In  order  to  enable  the  plan  to  be  put  into  speedy  and  effective  operation 
you  are  respectfully  requested  to  execute  and  return  at  once,  by  registered 
mail  or  express  in  the  enclosed  addressed  envelope,  the  accompanying  power 
of  attorney  in  order  to  enable  the  therein  designated  committee  to  execute 
and  deliver  and  to  consent  to  and  approve  all  appropriate  documents  and 
agreements,  and  to  enable  the  proxies  designated  in  the  power  of  attorney 
to  vote  at  the  various  stockholders'  meetings  and  at  all  adjournments 
thereof,  in  favor  of  any  and  all  resolutions  and  propositions  deemed  neces- 
sary or  appropriate  to   effectuate  said  plan. 

Please  attach  to  your  power  of  attorney,  when  executed  by  you,  your 
certificate  of  stock  of  The  Continental  National  Bank  of  Chicago,  endorsed 
in  blank,  and  properly  witnessed,  and  upon  receipt  of  the  same  by  the 
appropriate  committee  you  will  receive  in  return  a  certificate  which,  in  due 
course,  will  be  exchanged  for  stock  of  the  Continental  and  Commercial 
National  Bank,  having  endorsed  thereon  the  requisite  inscription  to  in- 
dicate your  proportionate  beneficial  interest  in  the  stock  of  the  Continental 
and   Commercial   Trust   and  Savings  Bank. 

Respectfully, 

(Names  omitted.) 

Directors  of  the  Continental  National  Bank  of  Chicago. 

(Names  omitted.) 

Directors  of  The  Commercial  National  Bank  of  Chicago. 

(Names  omitted.) 

Directors  of  Tho  American  Trust  and  Savings  Bank  of  Chicago. 

(Names  omitted.) 

Directors  of  Commercial  Trust  and  Savings  Bank  of  Chicago. 

Tho  above  and  the  following  forms  show  the  procedure  adopted  in  a  con- 


1738     CORPORATION  FORMS  AND  PRECEDENTS. 

solidation  of  two  large  Natioual  banks  and  two  State  banks  of  Chicago  re- 
cently  effected. 

Form  2010. 

NOTICE  TO  STOCKHOLDERS  OF  NATIONAL  BANK 
CONCERNING  CONSOLIDATION. 

To  the  Shareholders  of  The  Continental  National  Bank  of  Chicago: 

Pursuant  to  law  and  the  Articles  of  Association  of  The  Continental  Na- 
tional Bank  of  Chicago,  and  the  resolution  of  its  Board  of  Directors,  a 
special  meeting  of  the  shareholders  of  said  Bank  is  hereby  called,  to  be 
held  at  12  o'clock  noon  on  Saturday,  July  30,  1910,  at  the  office  of  said 
Bank,  northeast  corner  of  Clark  and  Monroe  streets,  Chicago,  Illinois,  to 
••onsider  and  act  on  the  following  proi^ositions : 

(1)  To  increase  the  capital  stock  of  said  Bank  from  $9,000,000  (90,000 
shares  of  the  par  value  of  $100  each),  to  $20,000,000  (200,000  shares,  of 
the  par  value  of  $100  each). 

(2)  To  issue  and  allot  18,000  shares  of  said  increase  of  stock,  pro 
rata,  to  the  shareholders  of  said  Bank  of  record  at  12  o  'clock  noon  on  July 
30,  1910;  said  18,000  shares  of  stock  shall  be  paid  for  at  the  rate  of  $100 
per  share,  by  the  declaration  by  said  Bank,  out  of  its  surplus  and  undivided 
profits,  of  a  cash  dividend  of  20  per  cent  ($1,800,000)  to  its  said  share- 
holders; said  allotments  shall  be  on  the  basis  of  one  new  share  for  each 
five  of  the  old  shares  of  the  capital  stock  of  said  Bank. 

(3)  To  issue  and  sell  12,000  shares  ($1,200,000)  of  said  increase  of 
stock  for  $200  cash  per  share  (making  a -total  of  $2,400,000),  to  the  Com- 
mercial National  Bank  Committee  (referred  to  in  the  circular  letter  dated 
June  27,  1910,  duly  sent  to  each  and  all  of  the  stockholders  of  The  Con- 
tinental National  Bank  of  Chicago,  The  Commercial  National  Bank  of 
Chicago,  The  American  Trust  and  Savings  Bank  of  Chicago,  and  Com- 
mercial Trust  and  Savings  Bank  of  Chicago). 

(4)  To  issue  and  sell  the  remaining  80,000  shares  of  said  increase  of 
stock  of  said  Bank,  to  the  Commercial  National  Bank  Committee,  for  all 
the  property,  assets,  effects,  business,  and  good  will  of  The  Commercial 
National  Bank  of  Chicago,  (subject  to  all  of  the  latter 's  liabilities,  which 
shall  be  assumed  and  paid  by  said  Continental  National  Bank,  whose  name 
is  to  be  changed  as  hereinafter  specified),  at  12  o'clock  noon  on  July  30, 
1910. 

(5)  To  change  the  name  of  the  Continental  National  Bank  of  Chicago 
to  that  of  "Continental  and  Commercial  National  Bank  of  Chicago." 

(6)  To  amend  Article  III  of  the  Amended  Articles  of  Association  of 
said  Continental  National  Bank  so  that  the  first  sentence  of  said  Article 
III  when  amended  shall  read  as  follows:  "The  Board  of  Directors  of  the 
association  shall  consist  of  not  less  than  five  nor  more  than  fifty  share- 
holders. ' ' 

(7)  To  increase  the  number  of  Directors  of  said  Continental  National 
Bank  from  twenty-three  to  forty-seven,  and  to  elect  twenty-four  new  Direc- 
tors of  said  Bank,  to  hold  office  until  the  next  annual  meeting  of  the  share- 
holders thereof. 

(8)  To  do  anything  and  everything  deemed  by  said  shareholders'  meet- 


MERGER  AND  CONSOLIDATION.  1739 

ing  proper  or  desirable,  to  carry  into  efleft  any  ami  all  of  the  terms,  pro- 
visions  and    oi)je(;*s   specified   in   said   circular   letter. 

(9)  To  take  action  upon  any  and  all  other  matters  and  things  that  may 
come  before  said  shareholders'  meetinjr,  or  any  ailjournment  or  adjourn- 
ments thereof. 

(10)  To  authorize,  empower  and  direct  the  Jloard  of  Directois  of  said 
Continental  National  Bank  to  carry  into  effect  the  action  of  said  share- 
holders' meeting,  and  of  every  adjournment   or  adjournments  thereof. 

Chicago,  Illinois,  June  '11,  1910.  (Jcorge  M.  Heynolds, 

President  of  The  ('ontineutal   .National  Bank  of  Chicago. 
[Se.\l  of  Bank]  Frank  H.  Elmore, 

Assistant   Cashier  of  said  Bank. 
(Names  omitted.) 
Being  all  of  the  Directors  of  The  Continental   National   Bank   of  Chicago. 

Form  2011. 

NOTICE  TO  STOCKHOLDERS  OF  NATIONAL  BANK  TO  BE 

DISSOLVED. 

To  the  Shareholders  of  The  Commercial  National  Bank  of  Chicago: 

Pursuant  to  law  and  the  Articles  of  Association  of  The  Commercial 
National  Bank  of  Chicago,  and  the  resolution  of  its  Board  of  Directors,  a 
special  meeting  of  the  shareholders  of  said  Bank  is  hereby  called,  to  be 
held  at  12  o'clock  noon,  July  30,  1910,  at  the  office  of  said  Bank,  north- 
east corner  of  Clark  and  Adams  streets,  Chicago,  Illinois,  to  consider  and 
act  upon  the  following  propositions: 

(1)  That  the  Commercial  National  Bank  of  Chicago  shall  go  into 
liquidation  and  be  closed,  by  vote  of  its  shareholders. 

(2)  That  all  of  the  property,  assets,  effects,  business  and  good  will 
of  said  Bank  shall  be  sold,  transferred  and  assigned  to  The  Continental 
National  Bank  of  Chicago  (whose  name  is  to  be  changed  to  "Continental  and 
Commercial  National  Bank  of  Chicago"),  as  specified  in  the  circular  letter 
dated  Chicago,  June  27,  1910,  heretofore  duly  seut  to  each  and  all  of  the 
stockholders  of  The  Continental  National  Bank  of  Chicago,  The  Com- 
mercial National  Bank  of  Chicago,  The  American  Trust  and  Savings  Bank 
of  Chicago,  and  Commercial  Trust  and  Savings  Bank  of  Chicago;  that  in 
full  payment  for  said  sale,  transfer  and  assignment,  said  Continental  and 
Commercial  National  Bank  of  Chicago  shall  assume  and  pay  all  of  the 
liabilities  of  The  Commercial  National  Bank  of  Chicago,  and,  in  Addition 
thereto,  shall  issue  80,00ft  shares  of  the  capital  stock  of  said  Continental 
and  Commercial  National  Bank  of  Chicago,  to  the  Commercial  National 
Bank  Committee  referred  to  in  said  circular  letter,  and  said  Committee 
shall  apportion  said  80,000  shares  of  stock,  pro  rata,  share  for  share, 
among  the  shareholders  of  said  Commercial  National  Bank  of  record  at 
12  o'clock  noon  on  July  30,  1910. 

(3)  To  do  anything  and  everything  deemed  by  said  shareholders' 
meeting  proper  or  desirable  ^  carry  into  effect  aifs-  and  all  of  the  terms, 
provisions  and  objects  specified  in  said  circular  letter. 

(4)  To  take  action  upon  any  and  all  other  matters  anil  things  that 
may  come  before  said  shareholders'  meeting  or  any  adjournment  or  ad- 
journments thereof. 


1740    CORPORATION  FORMS  AND  PRECEDENTS. 

(5)  To  authorize,  empower  and  direct  the  Board  of  Directors  of  The 
Commercial  National  Bank  of  Chicago  to  carry  into  effect  the  action 
of  said  sharehoMers'  meeting  and  of  every  atljournment  or  adjournments 
thereof. 

Chicago,  Illinois,  June  27,  1910.  George  E.  Roberts, 

President  of  The  Commercial  National  Bank  of  Chicago. 
[Seal  of  B.vxk]  Nathaniel  R.  Losch, 

Cashier. 

(Names  omitted.) 
Being  all  of  the  Directors  of  The  Commercial  National  Bank  of  Chicago. 

Form  2012. 

NOTICE  TO  STOCKHOLDERS  OF  STATE  BANK  OF  SPE- 
CIAL MEETING  TO  CHANGE  NAME. 

To  the  Stockholders  of  The  American  Trust  and  Savings  Bank  of  Chicago: 
Pursuant  to  law,  and  the  resolution  of  the  Board  of  Directors  of  The 
American  Trust  and  Savings  Bank,  of  Chicago,  a  special  meeting  of  the 
stockholders  of  said  Bank  is  hereby  called,  to  be  held  at  11  o'clock  A.  M., 
on  Saturday,  July  30,  1910,  at  the  office  of  said  Bank,  northeast  corner  of 
Clark  and  Monroe  streets,  Chicago,  Illinois,  to  consider  and  act  upon  the 
following  propositions: 

(1)  To  change  its  name  from  The  American  Trust  and  Savings  Bank, 
to  "Continental  and  Commercial  Trust  and  Savings  Bank." 

(2)  To  take  action  upon  any  and  all  matters  and  things  that  may 
come  before  said  stockholders'  meeting. 

Chicago,  Illinois,  .lune  27,  1910.  E.  A.  Potter, 

President  of  The  American  Trust  and  Savings  Bank  of  Chicago. 
[Seal.of  Bank]  Frank  H.  Jones, 

Secretary  of  said  Bank. 
(Names  omitted.) 
Being  all  of  the  Directors  of  The  American  Trust  and  Savings  Bank  of 
Chicago. 

Form  2013. 

NOTICE  TO  STOCKHOLDERS  OF  STATE  BANK  TO  BE  DIS- 
SOLVED IN  CARRYING  OUT  PLAN  OF  CON- 
SOLIDATION. 

To  the  Stockholders  of  Commercial  Trust  and  Savings  Bank  of  Chicago: 
Pursuant  to  law,  and  the  resolution  of  the  Board  of  Directors  of  the 
Commercial  Trust  and  Savings  Bank  of  Chicago,  a  special  meeting  of 
the  stockholders  of  said  Bank  is  hereby  called,  to  be  held  at  11  o'clock 
a.  m.,  on  Saturday,  July  30,  1910,  at  the  office  of  said  bank,  at  the  north- 
east corner  of  Clark  and  Adams  streets,  Chicago,  Illinois,  to  consider  and 
act  upon  the  following  propositions:  * 

(1)  To  determine  the  affairs  of  said  Commercial  Trust  and  Savings 
Bank  of  Chicago,  distribute  its  assets  among  its  stockholders,  resign  its 

•    charter  or  certificate  of  incorporation,  and  close  up  its  business. 

(2)  That  all  of  the  assets  of  said  bank,  after  providing  for  the  pay- 


MERGER  AND  CONSOLIDATION.  1741 

ment  aii<l  discharge  of  all  of  its  liabilities,  shall  bo  turned  over  to  the 
Commercial  National  Bank  Committee  (referred  to  in  the  circular  letter 
dated  Chicago,  June  27,  1910,  heretofore  duly  sent  to  all  of  the  stock- 
holders of  The  Continental  National  Bank  of  Chicago,  The  Commercial 
National  Bank  of  Chicago,  The  American  Trust  and  Savings  Bank  of 
Chicago,  and  said  Commercial  Trust  and  Savings  Bank  of  Chicago),  and 
as  and  when  received  by  said  Committee  shall  be  by  it  paid  into  and 
shall  constitute  a  part  of  the  surplus  of  the  Continental  and  Commercial 
National  Bank,  referred  to  in  said  circular  letter,  and  said  Continental 
and  Commercial  National  Bank  shall  assume  all  the  liabilities  of  said 
Commercial   Trust  and  Savings  Bank  of  Chicago. 

(.'{)  That  the  trust  agreement,  dated  January  10,  1910,  under  which 
the  shares  of  the  capital  stock  of  said  Commercial  Trust  and  Savings 
Bank  have  been  deposited  and  are  now  held,  shall  be  cancelled,  termi- 
nated and  forever  discharged,  and  all  of  the  trustees  named  in  or  acting 
under  said  trust  agreement  shall  be  forever  released  and  discharged  from 
any  and  all  liability  thereon  or  thereunder. 

(4)  To  do  anything  and  everything  deemed  by  said  stockholders' 
meeting  proper  or  desirable  to  carry  into  efifect  the  foregoing. 

(5)  To  take  action  upon  any  and  all  other  matters  and  things  that 
may  come  before  said  stockholders'  meeting  or  any  adjournment  or  ad- 
journments thereof. 

(6)  To  authorize,  empower  and  direct  the  Board  of  Directors  and 
officers  of  said  Commercial  Trust  and  Savings  Bank  to  carry  into  effect 
the  action  of  said  stockholders'  meeting  and  of  every  adjournment  or 
adjournments  thereof. 

Chicago,  Illinois,  June  27,  1910. 

W.  Irving  psborne. 
President  of  the  Commercial  Trust  and  Savings  Bank  of  Chicago. 
[Seal  of  S.md  Bank]  p.  j.  Bryne, 

.     Asst.  Secretary  of  said  Bank. 
(Names  omitted.) 
Being  all   of  the  Directors   of   Commercial   Trust   and   Savings  Bank   of 
Chicago. 

Form  2014. 

PROXY  OF  STOCKHOLDERS  OF  NATIONAL  BANK  AND 

STATE  BANK  FOR  MEETINGS  IN  REFERENCE  TO 

CONSOLIDATION. 

Know  all  men  by  these  presents,  That  the  undersigned,  the  owner  and 

holder  of    shares  of  the  capital   stock  of  The  Continental 

National  Bank  of  Chicago  (herein  called  "Continental  National  Bank'*'), 
and  also  the  owner  and  holder  of  a  beneficial  interest,  in  common  with 
all  the  other  shareholders  of  the  Continental  National  Bank,  of  a  pro 
rata  amount  of  the  capital  stock  of  The  American  Trust  &  Savings  Bank 
of  Chicago  (herein  called  "American  Trust  Bank"),  liereby  designates 
and  appoints  George  M.  Reynolds,  J.  Ogden  Armour,  E.  A.  Potter,  Joy 
Morton  and  B.  A.  Eckhart,  or  any  three  of  them,  as  a  Committee  (herein 
called  "Continental  National  Bank  Committee"),  and  in  the  Continental 


1742     CORPORATION  FORMS  AND  PRECEDENTS. 

Xationftl  Bank  Committee  hereby  vests  each  and  all  of  the  following 
rights,  powers  and  privileges,  and  hereby  authorizes,  empowers,  requests 
and  directs  the  Continental  National  Bank  Committee  for  and  on  behalf 
and  as  the  attorneys  in  fact  of  the  undersigned  to  do  any  and  all  of  the 
following: 

(1).    To   enter   into,   execute   and   deliver   a   contract   or   contracts,   or 
consent   to  any  matter  or  thing  for  the  purpose   of  consummating  and 
carrying  out  the  proposition,  arrangement  and  plan  specified  in  the  cir- 
cular letter  dated  Chicago,  June  27th,  1910,  addressed  to  the  stockholders 
of  The  Continental  National  Bank  of  Chicago,  The  Commercial  National 
Bank  of  Chicago,  The  American  Trust  and  Savings  Bank  of  Chicago,  and 
Commercial   Trust   and   Savings   Bank   of   Chicago,   and   all  matters   and 
things   connected  therewith   or  pertaining  thereto,  and   with   full   right, 
power   and   authority   to   make   such   changes   and  modifications   in   said 
proposition,   arrangement   and   plan   as   the    Continental    National   Bank 
Committee   shall   deem  fit   or  proper;   to  cause  the  capital  stock  of  the 
Continental  National  Bank  to  be  increased  from  $9,000,000  (90,000  shares 
of  the  par  value  of  $100  each),  to  $20,000,000   (200,000  shares  of  the  par 
value   of  $100   each)  ;   to   cause  the  owners   of  said   110,000   shares  of  in- 
crease of  stock  to  be  beneficially  interested  in  common  with  all  of  the 
other  shareholders  of  the  Continental  National  Bank  in  a  pro  rata  amount 
of  the  capital  stock  of  the  American  Trust  Bank;  to  cause  18,000  shares 
of  said  increase  of  stock  to  be  issued  pro  rata  to  the  shareholders  of  the 
Continental  National  Bank,  of  record  at  12  o'clock  noon  on  July  30,  1910; 
to  cause  said  18,000  shares  of  stock  to  be  paid  for  by  the  declaration  by 
the  Continental  National  Bank,  out  of  its  surplus  and  undivided  profits 
of  a  cash  dividend  of  20  per  cent,  to  its  said  shareholders;  to  cause  12,000 
shares  of  said  increase  of  stock  to  be  issued  and  sold  for  $200  cash  per 
share   (mak(ng  a  total  of  $2,400,000),  to  the  Commercial  National  Bank 
Committee   (referred  to  in  said  circular  letter),  for  the  benefit  pro  rata, 
of  the  shareholders  of  The  Commercial  National  Bank  of  Chicago  of  rec- 
ord at  12  o'clock  noon  on  July  30,  1910,  and  to  be  paid  for  at  or  before 
said  hour  on  said  date,  and  said  $2,400,000  shall  become  and  be  a  part 
of  the  capital  and  surplus  of  the  Continental  and  Commercial  National 
Bank  (referred  to  in  said  circular  letter);  to  cause  the  remaining  80,000 
shares  of  said  increase  of  stock  to  be  issued  and  sold  by  the  Continental 
National  Bank  to  the  Commercial  National  Bank  Committee  in  payment 
for  all  of  the  property,  assets,  effects,  business  and  good  will  of  the  Com- 
mercial National  Bank  (subject  to  all  the  "latter 's  liabilities,  which  shall 
be  assumed  and  paid  by  the  Continental  and  Commercial  National  Bank), 
at  12  o'clock  noon  on  July  30,  1910;  to  cause  Article  III  of  the  Amended 
Articles  of  Association  of  the  Continental  National  Bank  to  be  amended 
so  that  the  first  sentence  of  said  Article  III,  when  amended,  shall  read 
as  follows:  "The  Board  of  Directors  of  the  Association  shall  consist  of 
no't  less  than  five  nor  more  than  fifty  shareholders;"  and  to  cause  in  addi- 
tion to  its  present  directors,  twenty-four  new  directors  of  said  bank  to 
be  elected  to  hold  office  until  the  next  annual  meeting  of  the  shareholders 
of  said  bank;  to,  cause  the  name  of  the  Continental  National  Bank  to 
be  changed,  pursuant  to  law,  to  that  of  "Continental  and  Commercial 
National  Bank  of  Chicago;"  to  cause  the  name  of  the  American  Trust 
Bank  to  be  changed  to  "Continental  and  Commercial  Trust  and  Savings 


iMIORGER  AND  CONSOLIDATION.  1743 

Bank;"  to  enter  into,  execute  an<l  deliver  all  such  other  contract  or  con- 
tracts or  consents  containing  all  such  further  and  additional  provisions 
and  conditions,  whether  herein  or  in  said  circular  letter  expressed  or  not, 
and  to  consent  to  such  matters  and  things  as  the  Continental  National 
Bank  Committee  shall  deem  fit  or  proper,  in  order  to  carry  out  the  spirit, 
intent  and  purpose  of  said  proposition,  arrangement  and  plan,  as  the  same 
now  exists,  or  as  it  may  be  changed  or  modified  by  the  Continental  Na- 
tional Bank  Committee  hereunder. 

(2)  The  Continental  National  Bank  Committee  is  hereby  given  power 
and  authority,  at  any  time  and  from  time  to  time,  to  fill  all  vacancies 
in  its  membership  caused  by  death,  resignation,  absence,  inability  or  re- 
fusal to  act,  or  otherwise.  Any  three  of  the  Continental  National  Bank 
Committee,  acting  at  any  time  or  from  time  to  time,  shall  have  the  rights, 
powers  and  privileges  hereby  created  or  vested  in  all  of  its  members 
collectively;  and  it  may  select,  from  time  to  time,  a  chairman  and  sec- 
retary, and  may  adopt  such  rules,  regulations  and  procedure  of  every  kind 
and  nature  for  its  government  as  it  may  deem  proper  in  the  premises. 

(3)  Arthur  Meeker  or  Frederick  W.  Croll  is  hereby  designated,  ap- 
pointed, authorized  and  empowered,  for  and  on  behalf,  and  in  the  name 
of  the  undersigned,  to  vote  at  any  meeting  or  meetings  or  any  adjourn- 
ment or  adjournments  thereof,  of  the  shareholders  of  the  Continental 
National  Bank,  or  of  the  stockholders  of  the  American  Trust  Bank,  with 
the  same  power  and  effect  as  the  undersigned  could  vote  if  personally 
present  at  any  such  meeting  or  meetings  or  adjournment  or  adjournments 
thereof,  for  the  purpose  of  consummating  and  carrying  out  said  proposi- 
tion, plan  and  arrangement,  or  any  part  thereof,  as  the  same  now  exists 
or  as  it  may  be  changed  or  modified,  as  aforesaid  and  at  any  such  meet- 
ing or  meetings  or  adjournment  or  adjournments  thereof,  may  vote  in 
favor  of  any  and  all  of  the  matters  and  things  specified  in  or  referred 
'to  in  paragraph  number  1  of  this  instrument,  for  the  purpose  of  carrving 
out  the  provisions  of  said  circular  letter,  and  may  vote  upon  any  and  all 
matters,  questions  and  resolutions  of  every  kind  and  nature  that  may 
come  before  any  such  meeting  or  meetings  or  adjournment  or  adjourn- 
ments thereof,  of  the  shareholders  of  the  Continental  National  Bank  and 
of  the  stockholders  of  the  American  Trust  Bank.  The  said  Arthur  Meeker 
and  Frederick  W.  Croll,  or  either  of  them,  shall  have  full  power  of  sub- 
stitution hereunder. 

(4)  Hereby  ratifying,  confirming  and  ajiproving  anything  and  every- 
thing that  the  Continental  National  Bank  Committee,  or  any  member  or 
members  thereof,  or  said  Arthur  ]\reeker  or  Frederick  W.  Croll,  or  anv 
substitute,  or  substitutes,  may  do  under  or  by  virtue  hereof. 

In  witness  whereof,  the  undersigned  has  hereunto  set  his  hand  and  seal, 
at ,  this day  of ,  1910. 

■ [Seal] 

c5ee  Form   1082,  supra,  and  note,  thereunder.     See  forin  next  following. 


1744    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  2015. 

PROXY  OF  STOCKHOLDER  OF  NATIONAL  BANK  AND 

STATE  BANK  FOR  MEETINGS  TO  DISSOLVE  THE 

CORPORATIONS  IN  CARRYING  OUT  A  PLAN 

OF  CONSOLIDATION. 

Know  all  men  by  these  presents,  That  the  undersigned,  the  owner  and 
holder  of shares  of  the  capital  stock  of  The  Commercial  Na- 
tional Bank  of  Chicago  (herein  called  "Commercial  National  Bank")  and 
also  the  owner  and  holder  of  a  beneficial  interest,  in  common  with  all  the 
other  shareholders  of  the  Commercial  National  Bank,  of  a  pro  rata  amount 
of  the  capital  stock  of  the  Commercial  Trust  and  Savings  Bank  of  Chicago 
(herein  called  "Commercial  Trust  Bank"),  hereby  designates  and  appoints 
George  E.  Roberts,  Edward  S.  Lacey,  Robert  T.  Lincoln,  E.  H.  Gary,  Robert 
H.  McElwee,  Francis  A.  Hardy  and  William  J.  Chalmers,  or  any  four  of 
them,  as  a  Committee  (herein  called  ' '  Commercial  National  Bank  Commit- 
tee"), and  in  the  Commercial  National  Bank  Committee  hereby  vests  each 
and  all  of  the  following  rights,  powers  and  privileges,  and  hereby  authorizes, 
empowers,  requests  and  directs  the  Commercial  National  Bank  Committee 
for  and  on  behalf  and  as  the  attorneys  in  fact  of  the  undersigned  to  do 
any  and  all  of  the  following: 

(1)  To  enter  into,  execute  and  -deliver  a  contract  or  contracts  or  consent 
to  any  matter  or  thing  for  the  purpose  of  consummating  and  carrying  out 
the  proposition,  arrangement  and  plan  specified  in  the  circular  letter  dated 
Chicago,  June  27,  1910,  addressed  to  the  stockholders  of  The  Continental 
National  Bank  of  Chicago,  The  Commercial  National  Bank  of  Chicago,  The 
American  Trust  &  Savings  Bank  of  Chicago,  and  Commercial  Trust  and  Sav- 
ings Bank  of  Chicago,  and  all  matters  and  things  connected  therewith  or  per- 
taining thereto,  and  with  full  right,  power  and  authority  to  make  such 
changes  and  modifications  in  said  proposition,  arrangement  and  plan  as  the 
Commercial  National  Bank  Committee  shall  deem  fit  or  proper;  to  purchase, 
or  cause  to  be  purchased,  12,000  shares  of  the  proposed  increase  of  the 
capital  stock  of  The  Continental  National  Bank  of  Chicago  (herein  also 
called  "Continental  National  Bank")  for  $200  cash  per  share  (making  a 
total  of  $2,400,000)  for  the  benefit,  pro  rata,  of  the  shareholders  of  the 
Commercial  National  Bank  of  record  at  12  o'clock  noon  on  July  30,  1910,  and 
to  be  paid  for  at  or  before  said  hour  on  said  date;  and  said  $2,400,000  shall 
become  and  be  a  part  of  the  capital  and  surplus  of  the  Continental  and  Com- 
mercial National  Bank  (referred  to  in  said  circular  letter)  ;  to  give  to  said 
shareholders  of  the  Commercial  National  Bank  the  privilege  of  subscrib- 
ing for  a  pro  rata  part  of  said  12,000  shares  of  such  stock  upon  the  terms 
aforesaid;  to  cause  the  Commercial  National  Bank  to  go  into  liquidation,  and 
to  be  closed,  by  a  vote  of  its  shareholders,  pursuant  to  law,  at  a  meeting  of 
the  shareholders  of  said  Bank  at  12  o'clock  noon  on  July  30,  1910,  or  at  an 
adjournment  the'reof ;  to  cause  to  be  sold  by  the  Commercial  National  Bank 
in  liquidation  to  the  Continental  and  Commercial  National  Bank  (referred  to 
in  said  circular  letter)  for  80,000  shares  of  the  proposed  increase  of  stock  of 
the  Continental  National  Bank  (referred  to  in  said  circular  letter)  all  the 
property,  assets,  effects,  business  and  good  will  of  the  Commercial  Na- 
tional  Bank,   in  liquidation    (subject  to   all   the  latter 's  liabilities,   which 


MERGER  AXD  ("ONSOMDATTOX.  1745 

shall  be  assumed  and  paid  by  the  Continental  and  Commercial  National 
Bank)  at  12  o'clock  noon  on  July  30,  1910;  to  apportion,  or  cause  to  be 
apportioned  said  80,000  shares  of  said  increase  of  stock,  pro  rata,  share 
for  share,  among  the  shareholders  of  the  Commercial  National  Bank  of 
record  at  twelve  o'clock  noon  on  July  30,  1910;  to  cause  the  Commercial 
Trust  Bank  at  a  meeting  of  its  stockholders,  to  adopt  a  resolution  or  renolji- 
tions  to  determine  its  afTairs,  distribute  its  assets  among  its  stockholders, 
resign  its  charter  or  certificate  of  incorporation,  and  close  up  its  business  in 
the  manner  provided  by  law;  and  immediately  after  the  adojitiou  of  the  reso- 
lution or  resolutions  last  aforesaid,  to  cause  to  be  adopted  at  said  stockhold- 
ers' meeting  a  resolution  that  all  of  the  Connncrcial  Trust  Bank's  assets, 
after  providing  for  the  payment  and  discharge  of  all  of  its  liabilities,  shall 
be  turned  over  to  the  Commercial  National  Bank  Committee  as  and  when  re- 
ceived, and  as  and  when  received  by  said  Committee,  shall  be  by  it  paid  into 
and  shall  constitute  a  part  of  the  surplus  of  the  Continental  and  Commercial 
National  liunk  of  Chicago,  which  Bank  shall  assume  the  liabilities  of  the 
Commercial  Trust  Bank;  and  to  cause  the  trust  agreement  dated  January 
10,  1910,  under  which  the  shares  of  the  capital  stock  of  the  Commercial  Trust 
Bank  have  been  deposited  and  are  now  held,  to  be  cancelled,  terminated 
and  forever  discharged,  and  all  of  the  trustees  named  in  or  acting  under 
said  trust  agreement  to  be  forever  released  and  discharged  from  any  and  all 
liability  thereon  or  thereunder;  to  enter  into,  execute  and  deliver  all  such 
other  contract  or  contracts  or  consents  containing  all  such  further  and  addi- 
tional provisions  and  conditions,  whether  herein  or  in  said  circular  letter  ex- 
pressed or  not,  and  to  consent  to  such  matters  and  things  as  the  Commercial 
National  Bank  Committee  shall  deem  fit  or  i)roper,  in  order  to  carry  out 
the  spirit,  intent  and  purpose  of  said  proposition,  arrangement  and  plan, 
as  the  same  now  exists,  or  as  it  may  be  changed  or  modified  by  the  Com- 
mercial National  Bank  Committee  hereunder. 

(2)  The  Commercial  National  Bank  Committee  is  hereby  given  power 
and  authority  at  any  time,  and  from  time  to  time,  to  fill  all  vacancies  in  its 
membership  caused  by  death,  resignation,  absence,  inability  or  refusal  to  act 
or  otherwise.  Any  four  of  the  Commercial  National  Bank  Connnittee,  acting 
at  any  time,  or  from  time  to  time,  shall  have  the  rights,  powers  and  privi- 
leges hereby  created  or  vested  in  all  of  its  members  collectively;  and  it  may 
select  from  time  to  time  a  chairman  and  secretary,  and  may  adopt  such  rules, 
regulations  and  procedure  of  every  kind  and  nature  for  its  government  as  it 
may  deem  proper  in  the  premises. 

(3)  William  F.  Hayes,  A.  G.  Becker  and  IT.  H.  C.  Miller,  or  any  two 
of  them,  are  hereby  designated,  appointed,  authorized  and  empowered,  for 
and  on  behalf  and  in  the  name  of  the  undersigned,  to  vote  at  any  meeting 
or  meetings,  or  any  adjournment  or  adjournments  thereof,  of  the  share- 
holders of  the  Commercial  National  Bank,  or  of  the  stockholders  of  the 
Commercial  Trust  Bank,  with  the  same  power  and  effect  as  the  undersigned 
could  vote  if  personally  present  at  any  such  meeting  or  meetings,  or  ad- 
journment or  adjournments  thereof,  upon  any  and  all  questions  and  resolu- 
tions which  may  come  before  any  such  meeting  or  meetings,  or  adjournment 
or  adjournments  thereof,  for  the  purpose  of  consummating  and  carrying  out 
said  proposition,  plan  and  arrangement  or  any  part  thereof,  as  the  same  now 
exists  or  as  it  may  be  changed  or  modified,  as  aforesaid;  and  at  any  such 
meeting  or  meetings,  or  adjournment  or  adjournments  thereof,  may  vote  in 


1746     CORPORATION  FORMS  AND  PRECEDENTS. 

favor  of  auy  aud  all  of  the  matters  and  things  specified  in,  or  referred  to  in 
paragraph  Number  1  of  this  instrument,  for  the  purpose  of  carrying  out  the 
provisions  of  said  circular  letter,  and  may  vote  upon  any  and  all  matters, 
questions  and  resolutions  of  every  kiud  and  nature  that  may  come  before  any 
such  meeting  or  meetings,  or  adjournment  or  adjournments  thereof,  of  the 
shareholders  of  the  Commercial  National  Bank,  and  of  the  stockholders  of 
the  Commercial  Trust  Bank.  Said  William  F.  Hayes,  A.  G.  Becker  and 
H.  H.  C.  Miller,  and  any  or  either  of  them,  are  hereby  given  full  power  of 
substitution. 

(4)  Hereby  ratifying,  confirming  and  approving  anything  and  everything 
that  the  Commercial  NationaJ  Bank  Committee,  or  any  four  members  thereof, 
or  said  William  F.  Hayes,  A.  G.  Becker  and  H.  H.  C.  Miller,  or  any  two  of 
them,  or  any  substitute  or  substitutes,  may  do  under  or  by  virtue  hereof. 

In  'witness  whereof  the  undersigned  has  hereunto  set  his  hand  and  seal 

at this day  of ,  1910. 

[Seal] 

See  form  next  preceding  and  note  thereunder. 

Form  2016. 

MINUTES    OF   MEETING    OF    STOCKHOLDERS    OF    NA- 
TIONAL BANK  APPROVING  MERGER  WITH  AN- 
OTHER BANK,  INCREASING  CAPITAL  STOCK, 
NUMBER  OF  DIRECTORS,  ETC. 

Minutes  of  a  special  meeting  of  the  stockholders  of  The 

National  Bank  of   

A  special  meeting  of  the  stockholders  of  The National  Bank 

of ,  was  held  at  the  Banking  House  of  said  Bank,  No 

Street,  in  the  City  of ,  County  of , 

and  State  of  ,  at  the  hour  of  eleven  o  'clock  A.  M.,  on  the 

day  of ,19.... 

The  meeting  was  called  to  order  by  the  President,  Mr ,  who 

upon  motion  w.as  unanimously  chosen   Chairman  of  the  meeting,  and   Mr. 

,  the  Cashier  not  being  present,  Mr ,  the 

Second  Vice-President,  was  unanimously  chosen  as  Secretary  of  the  meeting. 

The  following  stockholders  were  present  in  person: 

Name  of  shareholder.  Eesidence.  No.  of  Shares. 


The  following  stockholders  were  represented  by  proxy: 

Name  of  shareholder.  Eesidence.  No.  of  Shares. 


Such   stockholders  so  present   in  person   or  represented  by   proxy,  being 

more  than  two-thirds  in  interest  of  all  the  stockholders  of  said  The 

National  Bank  of 

The  proxies  presented  were  ordered  to  be  filed  with  the  Secretary  of  the 
meeting. 


MERGER  AND  COXSOLIDATIOX.  1747 

The  Secretary  then  presented  and  read  the  following  dociimonts,  viz:  a 
•opy  of  the  notiee  of  the  meeting  hereinafter  referred  to  as  Exhiljit  "A" 
a  copy  of  the  form  of  proxy,  hereinafter  referred  to  as  Exhiljit  "B, "  and 
a  copy  of  the  circular  letter  hereinafter  referred  to  as  Exhihit  "C, "  to- 
gether with  proof  of  the  due  mailing  of  eacTi  of  said  documents,  so  marked 
respectively  Exhibits  "A,"  "B"  and  "C,"  to  each  stockholder  of  this 
Bank  at  least  thirty  days  before  the  meeting,  as  required  by  the  Articles 
of  Association. 

Upon  motion,  duly  made  and  seconded,  the  reading  of  the  minutes  of 
the  last  preceding  meeting  of  the  stockholders  was  disfjensed  with. 

The   Secretary  then   read  the   minutes   of  the   meeting  of  the  Board  of 

Directors  of  this  Bank,  held  on ,  19.  . .  .,  which  said  minutes  read 

as  follows:    (Here  insert  copy  of  minutes.) 

Upon  motion  duly  made  by  Mr ,  and  duly  sec- 
onded by  Mr ,  the  following  resolutions  were  (unanim- 
ously) adopted  by  (all  of)  the  stockholders  present  as  aforesaid  in  person 
or  represented  as  aforesaid  by  proxy  at  the  meeting  (no  director,  other 
officer  or  employe  having  acted  as  proxy),  such  stockholders  so  present  in 
person  or  represented  by  proxy  and  so  voting  for  the  passage  of  and  in 
favor  of  the  adoption  of  said  resolutions,  representing  more  than  two-thirds 
in   interest   of   the   ca[)ital  .stock   of   The    National   Bank   of 


Eesolved,  that  the  action  of  the  Board  of  Directors  of  said  The 

National  Bank  of   in  approving  the  making  of  the  contract 

dated ,  19.  . ,  between  The National  Bank  of 

,  and  the National  Bank  of  .  . .  ♦ ,  set  forth  in  said 

minutes  of  the  meeting  of  the  Board  of  Directors  of  The National 

Bank  of so  held  on .,  19 ,  and  all  acts  and 

steps  and  proceedings  taKen  and  done  in  connection  with  said  contract  and 
all  other  matters  referred  to  and  set  forth  in  said  minutes,  be  and  the  same 
are  hereby  approved,  ratified  and  confirmed. 

Further  resolved,  that  all  acts,  steps  and  proceedings  of  any  character, 
or  nature  whatsoever,  heretofore  done  or  undertaken  by  the  Board  of  Direc- 
tors of  The National  Bank  of ,  or  any  oflicer  thereof, 

toward   or  in  connection  with  the  acquiring  of  the   assets,   good  will  and 

business  of  the National  Bank  of ,  and  assuming  the 

debts  and  liabilities  of  the National  Bank  of   and 

effecting  the  merger  and  consolidation  of  The National  Bank  of 

and  the National  Bank  of ,  be  and  the 

same  are,  and  each  of  said  acts  is,  hereby  approved,  ratified  and  confirmed. 

Further  resolved,  that  under  the  provisions  of  the  act  of  May  1,  1886, 
the  capital  stock  of  this  Association  be  increased  in  the  sum  of  $.300,000, 
making  the  total  capital  $1,500,000. 

Further  resolved,   that  the  shareholders  of  said  The    National 

Bank  of  ,  do  hereby  waive  wholly  whatever  right  as  share- 
holders they  may  have  to  subscribe  to  such  increase  of  said  capital  stock. 

Further  resolved,  that  the  Board  of  Directors  of  The National 

Bank  of be  and  they  are  hereby  authorized  to  issue  and  sell 

said  five  thousand  (5000)  shares  so  representing  such  increased  capital  stock 

to  the  Liquid:itingi  Comnijttee  of  the National  Bank  of 

at  the  price  of  $llOO  per  share. 


1748     CORPORATION  FORMS  AND  PRECEDENTS. 

Further  resolved,  that  the  Board  of  Directors  of  The National 

Bauk  of l^e  and  they  are  hereby  authorized,  empowered  and 

directed  to  do  anything  and  everything  which  they  may  deem  expedient  or 
necessary  to  carry  into  effect  the  action  of  this  meeting  and  the  terms  and 
provisions  of  said  notice  to  stockholders,  circular  letter  and  proxy,  and  the 

spirit,  intent  and  purposes  of  said  contract  of ,  19 ,  as  it 

now  exists  or  of  any  details  which  may  be  adjusted  by  the  joint  committee 
of  six  persons  as  provided  for  by  Clause  4  of  said  contract. 

Upon  motion  duly  made  by  Mr. ,  and  duly  seconded  by  Mr. 

the  following  resolutions  were  (unanimously)  adopted  by  (all 
of)  the  stockholders  present  as  aforesaid  in  person  or  represented  as  afore- 
said by  proxy  at  the  meeting  (no  director,  other  officer  or  employe  having 
acted  as  proxy),  such  stockholders  so  present  in  person  or  represented  by 
proxy  and  so  voting  for  the  passage  of  and  in  favor  of  the  adoption  of  said 
resolutions,   representing   more   than   two-thirds  in   interest   of   the   capital 

stock  of  The National  Bank  of 

Eesolved,  that  Article  III  of  the  Articles  of  Association  of  The 

National  Bank  of  . ,  which  now  reads: 

"III.  The  board  of  directors  shall  consist  of  not  less  than  seven  nor 
more  than  fifteen  shareholders.  The  number  of  directors  elected  at  each 
annual  meeting  shall  constitute  the  board  for  the  year,  all  vacancies  to  be 
filled  in  accordance  with  the  provisions  of  Section  5148,"  be  and  the  same  is 
hereby  amended  to  read  as  follows: 

"in.  The  board  of  directors  shall  consist  of  not  less  than  eleven  nor 
more  than  twenty-five  shareholders.  The  number  of  directors  elected  at 
each  annual  meeting  shall  constitute  the  board  for  the  year,  all  vacancies 
to  be  filled  in  accordance  with  the  provisions  of  Section  5148." 

Thereupon  Mr moved  the  adoption  of  the  following  pre- 
ambles and  resolutions: 

Whereas,  the  stockholders  of  The    National  Bank  of 

have  by  a  vote  representing  more  than  two-thirds  of  the 
capital  stock  of  said  Bank  voted  that  at  this  meeting  Article  III  of  the 
Articles  of  Association  of  said  Bank  be  amended  to  read  as  follows: 

"III.  The  board  of  directors  shall  consist  of  not  less  than  eleven  nor 
more  than  twenty-five  shareholders.  The  number  of  directors  elected  at 
each  annual  meeting  shall  constitute  the  board  for  the  year,  all  vacancies 
to  be  filled  in  accordance  with  the  provisions  of  Section  5148." 

And   whereas,  it  is   desired  by  the  stockholders  of   The   

National   Bank   of    forthwith  to  increase  the   number   of   its 

directors  from  eleven   (the  present  number)   to  eighteen; 

Now   therefore,   be   it   resolved,    That   the   number   of   directors    of    The 

National  Bank  of   ,  be,  and  the  same  is  hereby 

increased  from  eleven   (the  present  number)   to  eighteen; 

Further  resolved.  That  the  stockholders  of  The   National  Bank 

of  assembled  at  this  meeting,  forthwith  proceed  to  the  elec- 
tion of  seven  directors  in  addition  to  the  eleven  elected  at  the  annual  meet- 
ing of  The   National  Bank  of ,  lield  on  the 

second  Tuesday  of  .Tanuary,  19....,  such  seven  directors  to  hold  their 
offices  as  such  until  the  next  regular  annual  election  takes  place  pursuant 
to  the  fourth  article  of  the  Articles  of  Association  of  The  


MERGER  AND  C0x\S0Lir3ATI0N.  1749 

National   Hank  of    '....,  and  until  their  successors  are  chosen  and 

have   qualified. 

The  motion  of  Mr U>r  1  lie  a-loption  of  the  foregoing 

preambles   and    resolutions,   was   duly   seconded   by    Mr and 

was  unanimously  adopted,  each  of  the  stockholdeis  so  present  as  aforesaid 
in  person  or  represented  as  aforesaid  hy  proxy,  voting  in  favor  of  the 
adoption  of  said  resolution. 

Upon  motion  of  Mr ,  duly  seconded  by   Mr , 

^^'essrs ,  and   ,  and   ,   (having  been 

{)reviously  appointed  by  the  Board  of  Directors  to  act  as  judges  of  this 
election  in  the  event  of  the  passage  of  the  foregoing  resolution)  were 
designated  and  requested  to  act  as  judges  of  election, 'and  being  present, 
agreeil  to  do  so  and  were  duly  sworn.  Nominations  being  then  called  for, 
the  following  gentlemen  were  placed  in  nomination,  their  nominations 
having  been  duly  made  and  seconded:      (Here  insert  names.) 

No  other  gentlemen  having  been  nominated,  the  nominations  were  de- 
clared closed,  and  upon  motion,  duly  made  by  Mr ,  and  duly 

seconded   by   Mr ,   the   meeting  proceeded  to   ballot   for   the 

election  of  seven  directors  in  accordance  with  the  last  resolution  herein  set 
forth  and  the  polls  were  duly  opened,  a  ballot  having  been  duly  had,  and 
all  the  stockholders  present  in  person  or  represented  by  proxy  at  the  meet- 
ing having  voted  (or  having  had  an  opportunity  to  vote)  for  the  election 
of  seven  directors,  said  polls  were  declared  closed,  and  thereupon  the 
judges  of  the  election  canvassed  the  vote,  and  presented  their  formal  report 
in  writing  showing  that  the  following  gentlemen  (each  of  them  holding 
and  owning  in  his  own  right  at  least  ten  shares  of  the  capital  stock  of  The 

National    Bank   of    ,    and   being   duly   qualified 

to  act  as  a  director),  had  received  the  greatest  number  of  votes  (or  the 
unanimous  vote)  of  all  the  stockholders  present  in  person  or  represented 
by  proxy: 

Name.  Eesidence. 


The   Chairman    thereupon    declared    Messrs. 


duly  elected  directors  of  The National  Bank  of 

to  fill  the  vacancies  in  the  Board  of  Directors  caused  by  the  increase  of  the 
number  of  directors  from  eleven  to  eighteen,  as  hereinbefore  provided,  and 
to  hold  office  until  the  next  annual  election  and  until  their  successors  are 
elected  and  qualify. 

The  Secretary  was  directed  to  insert  in  the  minute  book  of  The 

National  Bank  of    ,   for  the  purpose  of  reference,  a  copy  of 

each  of  the  following  papers: 

1.  Notice  of  meeting,  (marked  Exhibit  "A"). 

2.  Form  of  proxy  accompanying  such  notice,    (marked   Exhibit   "B"). 


1750    CORPORATION  FORMS  AND  PRECEDENTS. 

3.  Letter   to   stockholders   aceompanyiug   such   notice,    (marked   Exhibit 

"C"). 

4.  Affidavit  of  mailing  copies  of  the  three  documents  immediately  here- 
inbefore referred  to,   (marked  Exhibit  "D"). 

5.  Eeport  of  the  judges  of  the  election  of  the  seven  additional  Directors 
md  their  oath,    (marked  Exhibit  "E"). 

No  further  business  coming  before  the  meeting,  upon  motion  duly  made 
and  seconded,  the  same  adjourned. 


Secretary  of  the  meeting  and  Second  Vice  President  of  The 

National  Bank  of  

,    ••••,    •-,   19.... 

"We  hereby  certify  that  we  were  present  at  the  above  mentioned  meeting 
of  the  stockholders  and  that  the  above  minutes  are  true  and  correct. 


See  Form  2023,  post. 

Form  2017. 

AGREEMENT  FOR  AMALGAMATION  AND  CONSOLIDA- 
TION. 

Indenture  of  agreement  made  and  entered  into  this day  of 

A.  D.  19 

Between  the Company  of  the  one  part; 

And  The   Company,  of  the  other  part. 

Whereas  it  has  been  proposed  that  the  said  companies  should  be  amal- 
gamated and  consolidated  under  the  provisions  of  the  lavrs  of  the  state 
of  

And  whereas  the  directors  of  the  said  companies  respectively  have  duly 
passed  resolutions  providing  for  the  said  amalgamation  and  consolida- 
tion, and  authorizing  the  execution  and  delivery  of  this  indenture  of 
agreement  for  the  purpose  and  object  of  effecting  such  amalgamation 
and  consolidation,  subject,  however,  to  the  ratification  of  the  sharehold- 
ers of  the  said  companies  respectively  at    meetings  to  be 

called  for  that  purpose. 

It  is,  therefore,  agreed  by,  between  and  on  behalf  of  the  said  com- 
panies respectively,  their  respective  successors  and  assigns,  as  follows: 

That  the  said  companies.  The    Company,  and  the 

Company,  shall  be  united,  amalgamated  and  con- 
solidated as  one  Company  under  the  provisions  of  the  statutes  of  the 
state  of  

That  the  name  of  the  new  amalgamated  or  consolidated  Company  shall 
be  ' '  The  Corporation. ' ' 

That  the  terms  upon  which  the  said  amalgamation  and  consolidation 
shall  take  place  shall  be  as  follows,  namely,  the  said  companies,  .The 

Company,  and  the Company,  shall 

by  good  and  sufficient  deeds,  transfers,  bills  of  sale  and  other  documents, 
convey,  transfer  and  set  over  unto  the  said  amalgamated  an(T  consoli- 
dated company  when  incorporated,  all  the  assets  and  property  of  the  said 


MERGER  AND  T'OXSOTJOATIOX.  1751 

two  companies,  jjurticM  hereto,  iucluiliug   and  all  other 

rights  and  cash  on  hand,  credits,  and  causes  of  action  ami  claims  and 
demands  and  assets  of  any,  and  every  nature  and  kind  whatsoever,  of  which 
the  said  companies,  parties  hereto,  are  now  and  shall  be  at  the  time  of  smli 
transfer  possessed  or  in  any  way  entitled  to. 

That  the  said  amalgamated  an<l  consolidated  company  shall  by  good 
and  suflieient  agreement  assume  and  covenant  to  pay  and  satisfy  all  and 
every  of  the  liabilities,  contracts  and  obligations  of  the  said  two  com- 
panies, parties  hereto,  respectively  as  the  same  may  exist  at  the  time  of  such 
transfer  as  aforesaid. 

That  the  said  transfer  of  assets  and  covenant  assuming  liabilities,  con 
tracts  and  obligations  shall  be  made,  entered  into  and  carried  out  imme- 
diately upon  the  incorporation  of  the  said  amalgamated  and  incorporated 
company,  such  incorporation  to  be  applied  for  immeiliately  upon  the  ap- 
proval of  this  agreement  by  the  shareholders  of  the  said  companies,  parties 
hereto,  respectively  as  provided  for  by  the  said  laws  of  the  state  of 

That  the  number  of  directors  of  tlic  said  amalgamated  and  consoli- 
dated company  shall  be 

That  (here  set  out  the  names  of  the  proposed  directors)  shall  be  the  first 
directors  of  the  said  amalgamated  and  consolidated  company,  and  shall 
hold  office  until  the  first  annual  meeting  of  the  shareholders  of  sai<l 
company. 

That  the  number  of  shares  of  the  capital  stock  of  the  said  amalga- 
mated and  consolidated  Company  shall  be   shares. 

That  the  par  value  of  such  shares  shall  be   dollars  each. 

That  the  capital  stock  of  the  said  respective  companies,  parties  thereto, 
shall  be  converted  into  the  shares  of  the  capital  stock  of  the  said  amalga- 
mated and  consolidated  Company  in  the  following  manner,  namely,  the  share- 
holders of  each  of  the  companies,  parties  hereto,  shall  surrender  the 
shares  now  held  by  them  and  each  of  them,  and  the  certificates  thereof, 

and  to  the  shareholders  of  the    Company,  there  shall 

be  allotted  pro  rata  in  lieu  and  substitution  therefor   

fully  paid  up  shares  of  the  capital  stock  of  the  said  amalgamated  and 
consolidated  Company,  so  that  each  shareholder  shall  have  as  many  shares 

in  the  new  Company  as  in  the  said   Company,  and 

in  addition  thereto  shall  also  receive  his  rateable  proportion  of  the  same 
number  of  shares  of  the  new  Company  as  is  equal  to  the  number  of  un- 
issued treasury  shares  in  the  said Company,  at  the  time 

of  transfer  to  the   new  Company  as  hereinbefore  provided,  and  to   the 

shareholders   of   The    .  .  , Company,   shall   be   allotted   pro 

rata  in  lieu  and  substitution  of  the  said  surrendered  shares,  or  the  right 

to  the  issue  of  the  same   fully  paid  up  and  non-assessable 

shares  of  the  capital  stock  of  the  said  amalgamated  and  consolidated 
Company,  but  none  of  the  said  shares  shall  be  allotted  for  a  jieriod  of 

days  after  the  allotment  and  issue  of  the   

shares  of  the  capital  stock  of  the  said  amalgamated  and  consolidated 
Company  next  hereinafter  referred  to. 

That   immediately    upon   the    incorporation     of    the    said     amalgamated 

and  consolidated  Company, shares  of  the  capital  stock  thereof 

shall  be  allotted  as  follows:   ,  and  to  the 

extent  of shares,  being  part  of  the  shares 


1752    CORPORATION  FORMS  AND  PRECEDENTS. 

last  hereinbefore  referred  to  so  to  be  allotted,  such  of  the  shareholders 

of  The Company,  as  so  desire  shall  be  entitled 

to  be  allotted  a  proper  proportion  thereof,  based  upon  and  according  to 
their  present  holdings,  upon  the  same  terms  and  conditions  as  to  pay- 
ment upon  their  signifying  in  writing  to  the  Secretary  of  The 

Corporation,  their  desire  to  have  such  shares  allotted  to  them,  such  sig- 
nification to  be  delivered  to  the  said  Secretary  within days 

from   the   approval  of  this   agreement  by  the  shareholders   of  said   The 

Company,  and  in  this  respect  time  shall  be  of  tho 

essence  of  the  contract. 

That  immediately  upon  the  incorporation  of  the  said  amalgamated 
and-  consolidated  Company,  ,  who  was  the  Secre- 
tary of  the   :   Company,  shall  immediately  convene 

a  meeting  of  the  said  first  directors  of  the  said  amalgamated  and  consol- 
idated Company,  of  which  meeting  at  least   days  notice  in 

writing  shall  be  given  addressed  and  mailed  to  said  first  directors,  and 
at  such  meeting  the  said  Directors  shall  duly  elect  and  appoint  officers 
for  the  future  management  and  control  and  working  of  the  affairs  of  the 
said  amalgamated  and  consolidated  Company,  and  transact  such  other 
business  as  they  may  think  proper  and  necessary. 

Upon  the  completion  of  the  incorporation  of  the  said  new  amalga- 
mated Company  and  the  transfer  to  it  of  the  assets  and  properties,  etc., 
of  the  said  two  Companies,  parties  hereto,  thereupon  the  said  two  Com- 
panies, namely.  The Company,  and  the 

Company,  shall  forever  end  and  cease  to  exist  for  any  and  every  and  ail 
purposes. 

In  witness  whereof  the  said  parties  hereto  have  caused  their  respective 
corporate  names  to  be  hereunto  subscribed  by  their  respective  Presi- 
dents and  their  respective  corporate  seals  to  be  hereunto  affixed  and  at- 
tested by  their  respective  secretaries  the  day  and  year  first  above  written. 

Company, 

By  

[Corporate  Seal]  President. 

Attest : 


Secretary. 

The   Company, 

By  

[Corporate  Seal]  President. 

Attest: 

> 

Secretary. 

Form  2018. 

NOTICE  OF  SPECIAL  MEETING  OF  BOARD  OF  DIRECT- 
ORS TO  CONSIDER  CONSOLIDATION  OF  CORPO- 
RATIONS. 

A  special  meeting  of  the  Board  of  Directors  of  The Company 

will  be  held  at  the  office  of  said  The  Company  at   , 


MERGER  AND  CONSOLIDATION.  1753 

in  the  City  of ,  County  of  ,  State  of  ,  on 

AhQ day  of ,  rlO.  .  . .,  at  the  hour  of ,  in  the  . . .  .noou, 

for  the  purpose  of  considering  and  dealing  with  the  proposed  consolidation 

of  said  The Company  wjth  the Company,  and  for  the 

purpose  of  providing  for  such  transfer,  and  for  the  discharge  of  all  mort 

gage  and  other  indebtedness  affecting  the  assets  of  The    Com 

pany,  and  to  transact  such  other  business  as  may  arise  out  of  the  above 
matters,  or  any  of  them,  and  for  the  purpose  of  otherwise  dealing  with  tne 

finances  of  said  The Company. 

Dated  at ,  the day  of ,  19 ...  . 


Secretary. 

Form  2019. 

PROOF  OF  SERVICE  OF  ABOVE  NOTICE. 

STATE  OF    ,    ) 

County  of    ( 

I,   ,  of   ,  State  of   ,  Secretary  of  Th^ 

Company,  make  oath  and  say: 

1.  That  a  notice  calling  a  special  meeting  of  the  Board  of  Directors  of 

The   Company  for  the day  of  ,  19 .... ,  at  the 

office  of  said  The Company  in  the  City  of  State  of 

,  of  which  a  true  copy  is  hereunto  annexed  and  marked  Exhibit 

"A"  was  mailed  by  registered  letter  duly  addressed  to  each   director  of 

the  said  company,  and  deposited  in  the  general  post  office  in  the  

of ,  at  least days  before  the day  of 

the  day  named  for  the  said  meeting. 

2.  (Here  insert  paragraph  to  show  that  the  requirements  of  the  Companv 
for  calling  a  meeting  of  the  directors  have  been  fully  complied  with.) 


Subscribed  and  sworn  to  before  me  this  ....  day  of ,  19.  .  . . 

Notary  Public. 

Form  2020. 

RESOLUTION  TO  AUTHORIZE  THE  SALE  OP  THE  BUSI- 
NESS AND  PROPERTY  OF  THE COMPANY 

TO  COMPANY. 

Whereas   the    Company,   a   Corporation   duly   incorporated 

under  the  laws  of ,  and  having  by  its  charter  power  to  acquire 

and  hold  stock  of  other  Companies,  has  heretofore  acquired  and  now  holds 

all   the  stock   of   The    Company,    a   corporation   organi7ed   and 

existing  under  the  laws  of   either  in  its  own  name,  or  in  the 

name  of  trustees. 

And  whereas  said  The Company  has  agreed  to  sell  and  convey 

to  the Company  such  of  its  lands  as  can  be  used  for  the  purposes 

of  the or Works  and  together  with  its  factory,  plant  and 

tools  at   County  of also  other  lands  and  and 

at , ,  of  about acres. 


1754     CORPORATION  FORMS  A^D  PRECEDENTS. 

And  whereas  for  the  purpose  of  completing  and  carrying  out  said  agree- 
ment the Company  has  requested  said  The Company 

to  convey,  assign  and  transfer  to  said Company  all  of  the  assets  of 

said  The    Company- 

And  whereas  an  Indenture  of  Conveyance  for  the  purpose  of  carrying 
out  the  said  transfer  engrossed  in  duplicate  and  marked  as  Exhibit  "B"  to 
this  resolution,  has  been  submitted  and  read  to  the  Board  of  Directors  at, 
or' before  the  passing  of  this  resolution. 

And  whereas  there  are  no  debts  or  liabilities  of  The Company 

outstanding  and  unpaid. 

Be  it  therefore  resolved  by  the  Board  of  Directors  of  said  The 

Company, 

1.  That  The Company,  do  sell,  assign,  transfer  and  convey 

to  the Company  free  of  all  incumbrances,  with  taxes,  insurance 

and  other  outgoings  paid  up  to  the day  of ,  19.  .  .  .,  all  its 

property  and  assets  real  and  personal,  corporeal  or  incorporeal. 

2.  And  that  after  confirmation  and  approval  of  this  resolution  by  the 

shareholders  of  The   Company,  at  a  special  meeting  called  for 

the  purpose  the  president  and  secretary  be,  and  they  are  hereby  authorized 
and  required  to  execute  the  said  hereinbefore  recited  indenture  of  convey- 
ance for  the  purpose  of  carrying  out  the  said  sale  and  all  deeds,  convey- 
ances, assignments,  transfers,  documents  and  assurances  of  every  kind  which 
may  be  required  in  order  to  carry  into  effect  this  resolution  of  the  sale 

hereby  authorized  and  to  aflBx  the  seal  of  said  The  

Company  thereto. 

Form  2021. 
NOTICE  OF  SPECIAL  MEETING  OF  STOCKHOLDERS. 

A  Special  Meeting  of  the  Stockholders  of  The Company  will 

be  held  at  the  office  of  the  Company  at  the of  ,  in  the 

State  of ,  on  the of ,  at  the  hour  of o  'clock 

in  the  . .  .  .noon,  for  the  purpose  of  considering,  and  if  approved  of,  con- 
firming and  sanctioning  a  resolution  of  the  Company  duly  passed  by  the 
Board  of  Directors,  providing  for  the  transfer  of  all  the  undertakings,  prop- 
erty, interests  and  franchises  of  said  Company  to  the  Com- 
pany, and  for  the  purpose  of  providing  for  the  discharge  of  any  mortgage, 

or  other  debts,  or  incumbrances,  affecting  the  assets  of  said  The 

Company,  and  for  otherwise  dealing  with  the  finances  of  said  The 

Company,  and  for  transacting  all  such  other  business  as  may  be'  necessary, 
for  the  carrying  out  of  the  purposes  aforesaid. 


Secretary. 
Form  2022. 
AFFIDAVIT  VERIFYING  SERVICE  OF  ABOVE  NOTICE. 

STATE   OF    ,    ) 

ss. 
County   of    (      " 

I, ,  of ,  in  the  State  of ,  Secretary  of 

The Company,  make  oath  and  say: 

1.  That  a  notice  calling  a  Special  Meeting  of  the  Stockholders  of  said 
The Company  for  the day  of ,  A.  D.  19. . . ., 


MERGER  AND  CONSOLIDATION.  1755 

at  the  ofTice  of  the  Coinpany,  in ,  of  whith  a  true  copy  is  here- 
unto attached  marked  "A,"  was  mailed  by  registered  letter  didy  addressed 
to  each  Shareholder  of  the  said  Comjiany  as  per  schedule  of  addresses 
hereto  attached,  marked  "B,"  and  deposited  in  the  general  post  ollice  of 

at  least    days  before  the    day   of    , 

A.  D.  19.  . .  .,  the  day  named  for  the  said  Special  Meeting. 

2.  (Here  insert  proof  showing  that  the  requirements  of  the  by  laws  of 
the  cdiiijjany  for  calling  sjjccial  stockholders'  meetings  of  the  Company  have 
been  fully  complied  with.) 


Subscribed  and  sworn  to  before  me  this  ....  day  of ,  19.  . .  . 

Notary  I'ublic. 

Form  2023. 
MINUTES  OF  STOCKHOLDERS'  MEETING. 

A  Special  Meeting  of  the  Stockholders  of  The Company  was 

held  this day  of  ...;....,  at M.,  at  the  oflSces  of  the  Company. 

Present: — 

A.  proxy. 

A.B.C. 

D.  proxy. 

E.B.C. 

F.  proxy. 

G.B.C. 

H.B.C. 

K.B.C. 

L.  proxy. 


Joint  Trustees'  proxy. 


,  Trustee. 

,  Trustee  proxy. 

Notice  calling  this  Special  Meeting  of  Stockholders  marked  "F"  attached 
was  read  and  all  the  shareholders  being  present  in  person  or  by  proxy, 
signed  acknowledgment  and  waiver  in  respect  thereto. 

Moved  by   ,  seconded  by   ,  that  the  resolution 

of  this  Company  passed  by  the  Board  of  Directors  on  the day  of 

. ,  19.  . .  .,  and  entitled  "A  Eesolution,  etc.,"  which  said  reso- 
lution is  set  forth  in  the  Minutes  of  the  Board  of  Directors  held  on  the 

said day  of ,  19.  . .  .,  and  said  Minutes  and  Deed  therein 

referred  to  having  been  read  at  this  meeting,  the  stockholders  of  said  The 

Company  in  special  meeting  duly  called  and  summoned  for 

tho  purpose  do  hereby  ratify,  approve,  confirm  and  sanction  the  said  resolu- 
tion and  do  sanction  all  acts,  to  be  done  by  the  Board  of  Directors  of  this 
Company  in  pursuance  thereof. 

Carried  unanimously. 

On  motion  of   ,  duly  seconded,  the  meeting  then  adjourned. 

Secretary. 


1756     CORPORATION  FORMS  AND  PRECEDENTS. 

Form  2024. 
APPROVAL  OF  INDIVIDUAL  STOCKHOLDERS. 

■\Ye     (here  insert  names  of  individual  stockholders) 

being  all  the  stockholders  of  The Company,  do  hereby,  in  our 

several  individual  capacities  as  such  stockholders,  unanimously  ratify  and 
approve  the  resolution  set  forth  in  the  preceding  minutes,  which  said 
minutes  we  hereby  endorse  as  correct. 

Dated , ,  19 

Names  of  Stockholders.  Address. 


ISeo  Form  2016,  supra. 

Form  2025. 
AGREEMENT  FOR  SALE  OF  BUSINESS. 

This  Indenture  made  in  duplicate  this   day  of ,  A.  D. 

19....,  between  The  Company,  a  corporation  duly  incor- 
porated under  the  laws  of  the  State  of  ,  of  the  First  Part ; 

And  the   Company,  a  corporation  duly  incorporated  under 

the  laws  of  the  State  of ,  of  the  Second  Part. 

Whereas  the  party  of  the  second  part  is  a  company  duly  incorporated 

under  the  laws  of  the  State   of   ,  and  is  by  the  terms   of  its 

charter  authorized  to  acquire  and  hold  shares,  or  stock,  in  any  other 
company. 

[And  whereas  the  party  of  the  second  part  has  heretofore  acquired  and 
now  holds  in  its  own  right,  either  in  its  own  name  or  in  that  of  others  as 
trustees  for  it,  all  the  shares  and  stock  of  said  The Company.] 

And  whereas  at  a  duly  convened  meeting  of  the  Board  of  Directors  of 

the  said   The    Company,   the   following  resolution   was 

enacted  and  passed  by  the  unanimous  vote  of  those  present,  namely: 

(Here  insert  resolution  in  Form  2020,  supra.) 

And  whereas   at   a  Special   Meeting  of   the   Stockholders   of   said   The 

Company,  held  at  the  office  of  the  Company,  at , 

in  the  State  of    ,   on  the    day  of    ,    19 .... , 

regularly  called  for  the  purpose  of  considering  and  approving  the  said  reso- 
lution by  notice,  specially  stating  the  objects  of  such  Special  Meeting, 
there  were  present  in  person,  or  represented  by  proxy,  stockholders  own- 
ing   shares  of  the  said  The Company,  out  of  a  total 

issue  of shares  of  the  said  Company,  and  by  the  unanimous  vote 

of  all  the  Stockholders  present  in  person,  or  represented  by  proxy,  as 
aforesaid,  the  said  resolution  was  confirmed,  approved  and  sanctioned  as 
the  resolution  of  the  said  Company. 

And  whereas  the  said  hereinbefore  recited  resolution  has  been  approved, 

ratified   and  confirmed  by  all  the   Stockholders  of  said   The 

Company,  in  their  several  individual  capacities. 

And  whereas  this  indenture  is  the  indenture  aj)proved  by  the  Directors 

and  Stockholders  of  the  said  The    Company^  referred  to  as 

Exhibit  "B"  in  the  said  hereinbefore  recited  resolution. 


MERGER  AND  CONSOLIDATION.  1757 

Now,  therefore,  this  indenture  witnesseth  that  in  conBideration  of  the 
premises  and  of  the  sum  of  one  dollar  of  lawful  money  of  the  United  States 
(the  receipt  whereof  is  hereby  acknowledged)  the  said  party  of  the  first 
part  doth  sell,  convey,  assign  and  make  over  and  grant  in  fee  simple  to  the 
said  party  of  the  second  part  all  and  singular   (here  insert  descrii)tion  of 

property  standing  in   the  name  of  The    Company),   together 

with  its  factory,  plant  and  works  at ,  being  in  the  said  County 

of ,  situate  upon  a  portion  of  the  said  lands,  together  with  all 

the  buildings,  engine  power,  plant,  tools  and  storage  capacity  thereof. 

And  together,  also,  with  all manufactured,  or  in   i)rocess  of 

manufacture,  and  all   and of  the  said  Company,  whether  on 

the  said  premises  or  not. 

And  together,  also,  with  the  whole  business  and  undertakings  of  the  said 
party  of  the  first  part,  patent  rights,  patents,  trade  marks,  trade  names, 
rights,  interests  and  assets  of  every  kind  and  description  owned  or  controlled 
by,  and  confirmed  upon  the  party  of  the  first  part,  and,  any  franchises 
heretofore  ac(juired  and  now  held  by  the  said  party  of  the  first  part. 

To  have  and  to  hold  the  above  lands  and  premises,  property,  assets,  rights, 
privileges  and  franchises  hereinbefore  expressed  to  be  sold,  conveyed,  as- 
signed and  granted  according  to  the  nature  and  quality  thereof  respectively 
unto  the  said  party  of  the  second  part,  its  successors  and  assigns. 

And  the  said  party  of  the  first  part  covenants  with  the  said  party  of  the 
second  part  that  it  has  the  right  to  convey  the  said  lands  and  assets  to  the 
said  party  of  the  second  part  notwithstanding  any  act  of  the  said  party 
of  the  first  part,  and  that  the  said  party  of  the  second  part  shall  have 
quiet  possession  of  said  lands  and  assets  free  from  all  encumbrances. 

And  the  said  party  of  the  first  part  covenants  with  the  said  party  of  the 
second  part  that  it  will  execute  such  further  assurances  of  the  said  land 
and  other  assets  as  may  be  necessary. 

And  the  said  party  of  the  first  part  covenants  with  the  said  party  of 
the  second  part  that  it  has  done  no  act  to  encumber  the  said  lands  and 
other  assets,  and  hereby  releases  unto  the  said  party  of  the  second  part 
all  its  claims  upon  the  said   lands  and  other  assets. 

In  Witness  Whereof,  the  said  parties  hereto  have  caused  their  respective 
corporate  names  to  be  hereunto  subscribed  by  their  respective  Presidents 
thereunto  duly  authorized,  and  their  respective  seals  to  be  hereunto  affixed 
and  attested  by  their  respective  Secretaries  the  day  and  year  first  above 
written. 


[Corporate  Seal] 
Attest : 

By 

President. 

[Corporate  Seal] 
Attest : 

Secretary. 

By  ..... 

.  .   Company, 

President. 

Secretary. 
(Add  Acknowledgments.) 

1758    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  2026. 
RESOLUTION  ALLOTING  STOCK  IN  NEW  COMPANY. 

Whereas  by  an  agreement  of ,19 ,  between  The  . 

Company,  a  corporation  of  the  State  of ,  and ,  and 

J  representing  themselves  and  others  of  the  stockholders  of  the 

Company,   a   corporation   of   the    State    of    ,   and 

of ,  it  was  among  other  things  provided  that  a 

Company  should  be  formed  under  the  laws  of  the  State  of   

for  the  purpose  of  acquiring  the  properties,  businesses  and  undertakings  of 

The   Company  and the Company, 

And  whereas  by  resolution  duly  passed  at  a  special  meeting  of  the  stock- 
holders of  The Company,  held  at  the  office  of  said  company, 

in  the  city  of in  the  State  of   ,  on  the 

day  of ,19 ,  said  The Company  agreed 

to  sell    to    this    Company    all    its    property,    plant,    business   and   under- 
takings and  franchises,  as  in  said  resolution,  which  has  been  read  at  this 

meeting,  more  particularly  set  forth  for  the  consideration  of  $ , 

to  be  paid  by  the  issue  to    and    ,  trustees,  of 

shares  of  preferred  stock   of  the  par  value   of   $ ,   and 

shares  of  common  stock  of  the  par  value  of  $ ,  and  to 

of  one  share  of  common  stock  of  the  par  value  of  $ 

And  whereas  by  resolution  duly  passed  at  a  Special  Meeting  of  the  stock- 
holders of  the    Company,  held  at  the  office  of  the  company 

in  the ,  in  the  State  of ,  on  the day 

of ,19 ,  the  said  the Company,  agreed  to  sell 

to  this  company  all  its  properties,  plant,  assets,  business,  undertaking 
and  franchise,  as  in  the  said  resolution,  which  has  been  read  at  this  meeting, 

more  particularly  set  forth,  for  the  consideration  of  $ ,  to  be  paid 

by  the  issue  of  stock,  as  follows:  — 

shares, one  share share, share, 

share,    ,    and   the   company    shares    of    common    and 

shares  of  preferred  stock. 

And  whereas,  pursuant  to  the  said  resolution,  said  The Com- 
pany, and  the  said  the   Company  have  duly  executed 

conveyances  of  all  the  said  properties,  plants,  assets,  businesses,  under- 
takings and  franchises,  upon  consideration  of  the  allotment  and  issue  of  stock 
of  this  company  as  hereinbefore  and  in  the  said  resolution  set  forth. 

And  whereas    shares  of  the  stock  of  the  Company  have  been 

subscribed  for  by  the  said  parties,  which  subscription  includes  the  shares 
subscribed  for  by  the  subscribers  respectively  to  the  original  certificate  of 

incorporation,  and  they  have  requested  the  allotment  of  the  said   

shares  to  them  in  the  amounts  of  their  subscription  therefor  as  follows: — 

^  1   Shares  •  Common. 

&    ,  I  Trustees 

■D  "  »    Preferred. 

p  ...."1   "  Common. 

^  I  Trustees 

■TV  "  Preferred. 


MERGER  AND  COXROLIDATTON'.  1759 

E Shares  Coniuion. 

■p '  <  (I 

G "  <  < 

H "  " 

I n  << 

J <<  " 

K "  <« 

L "  " 

M "  Preferred. 


Common. 


Now  thorefore  be  it  resolved  tliat  tlie  acquisition  of  the  said  agreement 

of ,  19.  . .  .,  and  of  the  properties,  plants,  assets,  businesses  and 

undertakings   of    the   said    Company,   and    of    the    said    The 

.  •  .   Company  for  the  consideration  hereinbefore  recited,  he  and 

the  same  is  hereby  approved,  and  the  president  and  secretary  are  hereby 
authorized  to  do  all  acts  necessary  for  the  carrying  out  of  the  said  agree- 
ment and  taking  over  of  the  said  properties. 

And  that  the  issue  of  the  said shares  of  the  stock  of  the  Com- 
pany fully  paid  and  non-assessable  is  hereby  directed  to  the  persons  and 
in  the  amounts  in  the  preamble  hereto  set  forth  and  the  said  shares  are 
hereby  allotted  to  the  said  respective  persons  in  the  several  amounts 
mentioned. 
•  See   Forms   2017-2025,  supra.  ^ 

Form  2027. 

AGREEMENT  BETWEEN  PROMOTERS  OF  HOLDING  COM- 
PANIES TO  CONSOLIDATE. 

AGREEMENT 

Made  this  twentieth  day  of  November,  1902,  by  and  between , 

,    and    ,   parties   of   the   first   part,   and    , 

, and ,  parties  of  the  second  part. 

Whereas,  the  parties  of  the  first  part  own  or  control  all  of  the  capital 
stock  of  the  Union  Steel  Company  (hereinafter  called  Union),  and  certain 
companies  connected  in  interest  therewith,  to-wit,  the  Republic  Coke  Com- 
pany, the  Eiver  Coal  Company,  the  Donora  Mining  Company,  and  the 
Mathews  Woven  Wire  Fence  Company,  and  the  parties  of  the  second  part 
are  the  owners  of  a  controlling  interest  in  the  capital  stock  of  The  Sharon 
Steel  Company  (hereinafter  called  Sharon)  which  Company  owns  capital 
stock  of  various  companies  connected  in  interest  therewith,  and  the  parties 
are  desirous  of  uniting  the  interests  of  all  of  said  companies  so  as  to  vest 
the  same  in  one  corporation. 

Now,  this  agreement  witnesseth: 

First.  The  parties  of  the  first  part  agree  to  proceed  with  and  complete 
the  organization  of  the  Union  Steel  Company,  and  to  take  such  action  as 
may  be  necessary  to  vest  in  that  Company  the  shares  of  the  capital  stock 
of  the  companies  connected  in  interest  therewith  above  mentioned  (the 
interest  in  the  Mathews  Company  being  a  majority  interest  only),  by  such 
plan  as  shall  bo  deemed  best  by  the  parties  hereto. 

Second.     The  capital  stock  of  the  Union  Steel  Company  shall  be  increased 


1760    CORPORATION  FORMS  AND  PRECEDENTS. 

to  $40,000,000,   and  the   said   Company   shall  also,   by  proper   proceedings, 
authorize  a  bonded  indebtedness  of  $20,000,000,  or  such  other  sum  as  may 
be  nuitually   agreed   upon,  of  forty  year  five   per  cent,  sinking  fund   gold  . 
bonds,  to  be  secured  by  mortgage  upon  the  property  and  franchises  of  the 
Company. 

Third.  The  parties  of  the  second  part  agree  to  sell  and  transfer,  or  to 
procure  to  be  sold  and  transferred  to  Union,  at  least  fifty-one  (51%)  per 
cent,  of  the  shares  of  the  capital  stock  of  the  Sharon  Steel  Company,  and 
that  they  will  diligently  and  in  good  faith  endeavor  to  procure  to  be 
sold  and  transferred  to  Union,  all  of  the  shares  of  stock  of  said  company 
upon  the  terms  herein  set  out. 

Fourth.  The  interests  of  the  parties  of  the  first  part  and  their  asso- 
ciates in  Union  and  the  other  companies  connected  therewith,  and  the 
stock  so  transferred  by  the  parties  of  the  second  part  and  their  associates 
shall  be  paid  for  in  capital  stock  of  Union,  in  proportions  ascertained  as 
follows : 

The  assets  of  Sharon  are,  for  the  purpose  of  this  agreement,  fixed  upon 
the  following  basis: 

Cash  including  profits  invested  in   plants $11,000,000.00 

Ore    properties    5,000,000.00 

Excess  value  of  coal  property  over  cost,  1,600  acres 600,000.00 

Land   at   Sharon,   approximately  400  acres 400,000.00 

$17,000,000.00 
Less  outstanding  bonds    3,500,000.00 

Amount  to  be  paid  for  in  capital  stock $13,.')00,000.00 

The  assets  of  Union  are,   for  the  purpose   of  this  Agreement,   fixed   upon 
the  following  basis: 

Real  Estate    $1,000,000.00 

Eepublic  Coke  Company,  property,   3,212   acres 2,880,000.00 

River  Coal   Company,    1,178   acres 720,000.00 

Two  ore  vessels  cost    600,000.00 

Ore   properties 5,000,000.00 

Cash,  including  profits,  invested  in  plant  and  properties,  and 

working  capital  to  October  31,  1902 5,943,558.23 

Cash  to  be  contributed  for  estimated  expenditures  yet  to  be 
made  toward  completing  plant  according  to  present  plans, 
and  working  capital,  which  amount  the  parties  of  the 
first  part  are  to  pay  as  the  same  from  time  to  time  is  re- 
quired and  called  for  by  the  Board  of  Directors,  any  part 
not  paid  in  by  July  1,  1903,  to  bear  interest  at  five  per 
cent,  per  annum  (deducting,  however,  from  this  amount, 
all  moneys  advanced  to  Union  since  October  31st,  1902).        6,856,441.77 


$23,000,000.00 


Leas  amount  to  be  paid  the  parties  of  the  first  part  in  bonds 

of  Union    3,500,000.00 


Amount  to  ne  paid  I'or  in  capital  stock  $19,500,000.00 


MERGER  AND  CONSOLIDATION.  1761 

Upon  the  valuations  above  stated  the  parties  of  the  first  part  and  their 
associates  shall  be  entitled  to  receive  full  paid  up  capital  stock  of  Union 
aggregating  at  par  $19,500,000;  and  the  parties  of  the  second  part  and 
their  associates  shall  be  entitled  to  receive  in  case  of  delivery  of  all  of 
the  stock  of  Sharou  full  paid  up  capital  stock  of  Union  aggregating 
at  par  value  $1.'? ,500,000;  and  in  case  they  shall  deliver  less  than  the  full 
amount,  they  shall  receive  the  proportionate  part  of  said  $13,500,000  which 
the  amount  of  stock  of  Sharon  so  delivered  bears  to  the  total  amount  of 
stock  of  said  Con)j)!n)y  outstanding. 

The  parties  of  the  first  part  shall  also  receive  from  Union  in  payment  for 
their  interests  as  fixed  herein,  $3,500,000,  at  par  value,  of  the  bonds  of 
T^nion  hereinbefore  provided  to  be  issued,  and  as  the  outstanding  bonds 
of  Sharon  were  sold  less  a  commission  of  five  per  centum,  Union  shall  pay 
to  the  parties  of  the  first  part  a  commission  of  five  per  centum  upon  the 
bonds  so  taken  by  the  parties  of  the  first  part  on  part  payment  of  theii 
interests. 

Fifth.  The  parties  of  the  first  i)art  guarantee  that  there  has  been  in- 
vested in  cash,  including  net  profits,  in  Union  and  its  properties,  and 
working  capital  (excluding  items  upon  which  arbitrary  values  have  been 
fixed,  viz:  real  estate,  Eepublic  Coke  Co.  and  Kiver  Coal  property,  ore  vessels, 
and  ore  property)  the  sum  of  $5,943,558.23;  and  the  parties  of  the  second 
part  guarantee  that  Sharon  has  a  cash  investment  including  net  profits 
in  its  plants  and  properties,  and  excluding  all  expenditures  on  or  for  ore 
properties,  amounting  to  $11,000,000,  less  the  five  per  centum  commission 
paid  for  the  sale  of  its  bond  issues  of  $3,500,000.  The  valuations  so  fixed 
are  subject  to  verification  by  Auditors  to  be  appointed  by  the  parties 
hereto,  each  party  hereto  selecting  the  party  or  parties  to  audit  the  books 
of  the  other  party.  The  amount  of  money  to  be  hereafter  advanced  by  the 
first  parties  under  the  provisions  of  paragraph  Fourth,  shall  be  increased 
or  diminished  by  the  amount  that  the  investment  atove  specified  in  Union 
and  its  properties  shall  be  found  by  the  Auditor  to  exceed  or  fall  short 
of  the  amount  of  $5,943,448.23  above  mentioned. 

The  amount  of  stock  to  be  received  by  the  parties  of  the  second  part 
and  their  associates  shall  be  increased  or  diminished  by  the  amount  that 
the  investment  in  Sharon,  ascertained  as  above  provided,  shall  be  found 
by  the  Auditor  to  exceed  or  fall  short  of  the  sum  of  $11,000,000. 

It  is  further  understood  and  each  party  hereto  hereby  guarantees  to  the 
other  that  the  assets  herein  described  are  net  assets,  after  providing  for 
the  payment  of  all  current  liabilities. 

Sixth.  There  are  purchase  money  obligations  on  some  of  the  properties 
of  Union,  namely:  Eepublic  Coke  Company,  River  Coal  Company  and  the 
Donora  Mining  Company.  The  parties  of  the  first  part  agree  that  as 
said  obligations  and  the  interest  payable  thereon  mature,  they  will  pay 
and  discharge  the  same  so  that  the  said  properties  shall  be  contributed  to 
Union  free  and  clear  of  such  liens  or  claims. 

Seventh.  The  Donora  Mining  Company  owns  the  Penobscot  mine,  the 
Sweeny  lease,  the  Donora  mine,  in  the  state  of  Minnesota,  and  a  nine- 
tenths  interest  in  the  Saginaw  lease,  in  the  state  of  Michigan,  and  tjje 
ownership  or  control  of  all  said  properties  is  to  be  vested  in  Union.  Said 
Company  also  owns  the  Volunteer  mine,  and  certain  leases  in  Cascade 
Range,  adjacent  or  near  said  Volunteer  mine,  in  Michigan,  which  have  not 


1762    CORPORATION  FORMS  AND  PRECEDENTS. 

been  considered  in  fixing  the  value  of  the  ore  properties  of  Union,  and  are 
therefore  excepted  out  of  this  Agreement,  and  are  to  be  conveyed  by 
Donora  Mining  Company  as  requested  by  the  parties  of  the  first  part. 

Eighth.  The  parties  of  the  first  part  own  or  control  the  Connellsville 
Central  Railroad  Company  and  also  the  Lake  Erie  Terminal  Eailroad 
Company,  and  property  known  as  the  Elk  Creek  Harbor  property,  about 
two  thousand  acres  of  land  at  Elk  Creek,  on  Lake  Erie,  all  of  which  prop- 
erties the  parties  of  the  first  part  hereby  agree  to  sell  to  Union  at  the  cost 
price  hereof  to  them,  with  interest. 

Ninth.  The  parties  of  the  first  part  agree .  to  finance  the  sale  of 
$3,000,000  of  the  bonds  herein  provided  to  be  issued  by  Union,  at  par 
and  accrued  interest,  less  a  commission  of  five  per  cent. 

Tenth.  The  provisions  hereof  for  the  consolidation  of  the  interests 
herein  specified  shall  take  effect  as  of  December  1st,  1902,  and  the  com- 
pletion of  the  final  organization  and  the  carrying  out  of  the  provisions 
hereof  shall  be  completed  as  soon  thereafter  as  practicable. 

In  Witness  "SMiereof,  the  said  parties  have  hereunto  set  their  hands  and 
seals,  the  day  and  year  first  above  written. 

[Seal] 

[Seal] 

■. .  [Seal] 

[Seal] 

[Seal] 

[Seal] 

[Seal] 

[Seal] 

Witness  as  to  all  signatures: 

See  for  forms  relative  to  acquisition  by  one  corporation  of  all  the  shares  ol 
the  capital  stock  of  otter  corporations,  Forms  2186-2192,  2^05^,  and  notes 
thereunder. 


CHAPTER  XXXIV. 

DISSOLUTION  OF   CORPORATIONS  AND 
DISlNTECiRATION  OF   COMBINATIONS. 

Form  2028. 

CERTIFICATE  OF  PROCEEDINGS  FOR  THE  ABANDON- 
MENT OF  THE  CORPORATE  ENTERPRISE— 
(ILLINOIS). 

Ij ,  President  of  the Company,  a  corpo- 
ration organized  under  the  laws  of  the  State  of  Illinois,  having  its  principal 
office  in  the  City  of  Chicago,  County  of  Cook  and  State  of  Illinois,  do 
hereby  certify  that  the  following  contains  a  complete  record  of  all  pro- 
ceedings taken  with  respect  to  the  abandonment  of  the  corporate  enterprise, 
the  surrender  of  the  charter,  franchises,  and  corporate  name,  and  the  dissolu- 
tion of  said  corporation: 

On  the  day  of ,  A.  D.  19 ,  there  was  filed 

with  the  board  of  directors  of  said  company  a  request  in  writing  by  more 
than  two-thirds  of  the  stockholders  of  said  Company,  hereto  attached  and 
marked  Exhibit  "A." 

On  the day  of ,  19 ,  said  date  being  at 

least  thirty  days  before  the  time  fixed  for  the  meeting  hereinbefore  men- 
tioned, pursuant  to  said  request  of  the  stockholders  aforesaid,  a  notice 
properly  addressed  to  each  stockholder,  signed  by  a  majority  of  the  direct- 
ors of  said  Company  stating  the  time,  place  and  object  of  a  special  meet- 
ing of  said  stockholders,  was  deposited  in  the  postoffice  of  Chicago,  Illi- 
nois, as  shown  by  the  affidavit  hereto  attached  and  marked  Exhibit  "B. " 

On  the day  of  : ,  19. ... ,  and  for  three  succes- 
sive weeks  thereafter,  a  general  notice  of  the  time,  place  and  object  of  such 

meeting  was  also  published  in  the ,  a  newspaper  published  in 

said  County  of  Cook,  State  of  Illinois,  wherein  the  principal  office  of  said 
corporation  is  located,  a  true  and  correct  copy  of  said  notice  together  with 
the  certificate  of  the  publisher  as  to  the  manner  and  time  of  its  publication 
being  attached  hereto  and  marked  Exhibit  "C. " 

On  the   day  of   ,  19 at  the  hour  of 

0  'clock  ....  M.,  at  a  meeting  of  the  stockholders  of  said  Com- 
pany specially  called,  in  pursuance  of  the  request  and  notices  hereinbefore 
referred  to,  resolutions  were  adopted  wherein  the  stockholders  representing 
at  least  two-thirds  of  the  whole  capital  stock  of  the  said  corporation,  each 
stockholder  voting  in  person  and  having  had  one  vote  for  each  share  of 
Btoek  held  by  him,  agreed  to  dissolve  said  corporation,  a  true  and  correct 

1763 


1764    CORPORATION  FORMS  AND  PRECEDENTS. 

copy   of   the  minutes  of   said  meeting  being   attached  hereto  and  marked 
Exhibit  "  D.  • ' 

[Corporate  Seal] 
Attest : 


Secretary. 

President. 


ss: 


STATP  OF  ILLINOIS,) 
County  of  Cook,        f 

,  being  first  duly  sworn  on  oath  deposes  and  says  that  he 

is  President  of  the Company,  a  corporation  organized  under 

the  laws  of  the  State  of  Illinois;  affiant  states  that  he  has  read  the  foregoing 

certificate  by  him  subscribed  as  such  president  and  attested  by 

as  secretary  under  his  signature  and  the  corporate  seal;  affiant  states  that 
the  foregoing  certificate  contains  a  complete  record  of  all  proceedings  taken 
with  respect  to  the  dissolution  of  said  corporation;  affiant  further  states 
that  the  resolutions  mentioned  in  such  record  of  proceedings  were  duly 
adopted  as  therein  set  forth;  and  affiant  further  states  that  the  recitals 
contained  in  the  foregoing  certificate  of  record  of  the  proceedings  and  the 
resolutions  mentioned  therein  are  true. 


President. 

Subscribed  and  sworn  to  before  me  this day  of 

A.  D.  19.... 


Notary  Public. 

[Notarial  Seal] 

See  Forms  2034,  2035,  post. 

"The  dissolution  of  a  corporation  may  be  brought  about  by  reason 
of  (1)  the  forfeiture  of  its  franchises  by  the  adjudication  of  a  court; 
(2)  the  loss  of  its  charter  by  a  charter  provision  to  that  effect,  iu  case 
the  corporation  fails  to  do  certain  things  within  a  certain  time;  (3) 
the  repeal  of  its  charter  under  the  reserved  power  of  the  state;  (4) 
the  voluntary  surrender  of  the  franchises  by  the  stockholders;  or  (5) 
the  expira1;ion  of  the  time  limited  for  its  existence  in  the  charter." 
— Cook  on  Corporations,  §  628. 

See  for  dissolution  of  corporations  Cook  on  Corporations,  §§628-642; 
Clark  &  M.,  Corp.,  §  §  302-334,  where  the  methods  of  dissolution,  the  rights 
and  liabilities  of  the  stockholders  and  the  subject  generally  are  con- 
sidered. 

See  as  to  right  of  majority  stockholders  of  solvent  prosperous  cor- 
porations to  dissolve  the  corporation  against  the  dissent  of  the  minority, 
Cook  on  Corporations,   §629;   Clark  &  M.,  Corp.,   §§302-334. 

In  most  of  the  states  there  are  statutes  regulating  the  dissolution  of 
a  corporation.  Such  statutes  are  so  variant  that  no  attempt  is  herein 
made  to  give  forms  for  the  various  proceedings  requisite  to  effect  the 
dissolution  of  a  corporation  in  each  state,  and  the  complete  forms  for 
Illinois  only  are  given  in  this  chapter. 

See  Form  19,  supra,  for  form  of  order  for  voluntary  dissolution  of  a 
voluntary   association    organized    under    the    laws    of    California. 

See  Form  38,  supra,  for  preliminary  certificate  of  dissolution  by  agree- 
ment of  stockholders  of  a  Connecticut  corporation,  and  Form  39,  supra, 
for  similar  certificate  where  dissolution  is  by  vote  of  stockholders,  and 
Form  40,  supra,  for  final  certificate  of  dissolution. 


DISSOLUTION  AND  DISINTEGRATION.  1765 

See  for  form  of  aflidavit  of  dissolution  of  a  Missouri  corporation,  Form 
128,  supra. 

See  Form  144,  supra,  for  certificate  of  (iissolutiou  by  uuauimouH  con- 
sent of   New  Jersey  corporation. 

For  forms  for  voluntary  dissolution  jf  North  Carolina  corporation, 
see   Forms    1()3-1()4,   sujmi. 

For  form  for  voluntary  dissolution  of  Oregon  corporation,  sec  Form 
190,    supra. 

For    Porto   Rico   forms,  see   Forms   212,   2i;5,  supra. 

For  Texas  form,  see  Form   241,  supra. 

For   West   Virginia  form,  see  Form   266,  supra. 

For  Wisconsin  form,  see  Form  271,  supra. 

Form  2029. 

CALL  BY  STOCKHOLDERS  FOR  SPECIAL  MEETING  TO 
DISSOLVE   CORPORATION— (ILLINOIS). 

EXHIBIT  "A." 

To  the  Board  of  Directors  of  the Company: 

We,  the  undersigned,  being  all  the  stockholders  of  the 

Company,  desire  to  abandon  the  corporate  enterprise,  surrender  our  charter, 
franchises  and  corporate  name,  and  dissolve  the  said  corporation,  and  direct 
that  you  call  a  special  meeting  of  the  stockholders  for  the  purpose  of  sub- 
mitting the  question  of  such  dissolution  to  a  vote  of  said  stockholders  in 
accordance  with  the  statute  in  such  cases  made  and  provided. 


See    for   call    of    stockholders   to    consider    surrender   of    charter,   etc., 
Form   1900,  supra,  and  notes  thereunder. 
See  also  Forms  1901-1902,  supra. 

Form  2030. 

NOTICE  OF  SPECIAL  MEETING  TO  DISSOLVE  CORPORA- 
TION—(ILLINOIS) . 

EXHIBIT  "B." 
,  Illinois, ,  19 ...  . 

Notice  is  hereby  given  that  a  special  meeting  of  the  stockholders  of  the 

Company   will   be   held   at   the   office   of    , 

Street,   Chicago,    Illinois,    on   the    day   of 

,  A.  D.   19 .... ,  at  the  hour  of o  'clock,    ....    M., 

for    the -purpose    of   submitting   the    question    of   the    dissolution    of    said 
Company  to  the  vote  of  the  stockholders. 

The  foregoing  notice  is  given  in  pursuance  of  a  request  by  more  than 

two-thirds'  of  all  the  stockholders  of  the    Company, 

a  copy  of  which  request  is  as  follows: 

(Insert  Exhibit  "A.") 


Being  a  majority  of  the  Board  of  Directors  of  said  Company. 


1766    CORPORATION  FORMS  AND  PRECEDENTS. 

PROOF  OF   MAILING   NOTICE. 

STATE  OF  ILLINOIS,)  ^^, 

County  of  Cook,       ( 

,  "being  duly  sworn,  on  his  oath  deposes  and  says  that 

on  the day  of  ,  19. . . .,  at  the  hour  of 

o'clock M.,  he  mailed  a  notice,  of  which  the  attached  is  a  true  copy, 

properly  addressed  to  each  stockholder  of  the    Cempany,   as 

shown  on  the  attached  list  of  names  and  addresses  of  such  stockhoMeis, 
by  depositing  in  the  postoffice  at  Chicago,  Illinois,  such  notice,  contained 
in  a  sealed  envelope  addressed  as  aforesaid,  with  postage  prepaid. 


Sworn  to  and  subscribed  before  me  this day  of , 

19.... 

Notary  Public. 

[Notarial  Seal] 

Form  2031. 

NOTICE  OF  SPECIAL  MEETING  TO  DISSOLVE  CORPORA- 
TION AND  CERTIFICATE  OF  PUBLICATION— 
(ILLINOIS). 

EXHIBIT    "C." 
Special  notice  is  hereby  given  that  a  meeting  of  the  stockholders  of  the 
Company  will  be  held  at   Street,  Chicago,  Illi- 
nois, on  the   day  of    ,  19....,  at    o'clock 

M.,  for  the  purpose  of  submitting  to  said  stockholders  the  question 

of  surrender  of  the  charter,  franchises  and  corporate  name  of  said 

Company,  and  the  dissolution  of  said  corporation. 


Being  a  majority  of  the  Board  of  Directors  of  said  Company. 
publisher's  certificate. 

This  is  to  certify  that  the  notice,  a  true  copy  of  which  is  hereto  annexed, 
was  published  in  ,  a  secular  newspaper  of  general  cir- 
culation  published  weekly   in   the   City   of   Chicago,   County   of   Cook   and 

State  of  Illinois,  by  the    Company,   a  corporation   organized 

and  existing  under  the  laws  of  the  State  of  Illinois,  once  each  week  for 

three  successive  weeks;  that  the  date  of  the  first  publication  was  the 

^ay  of   ,  A.  D.  19 ,  and  the  date  of  the  last  piiblication 

was  the    ! '. day  of    ,  A.  D.   19.  ...  ;   said  paper  being 

authorized  by  law  as  a  proper  medium  for  the  publication  of  legal  notices 
in  said  County  by  virtue  of  "An  act  to  revise  the  law  in  relation  to 
notices"  approved  February  13,  A.  D.  1874,  in  force  July  1st,  A.  D.  1874. 

In   Testimony   "Whereof    has   caused   this  certificate   to   be 

signed  by  its  Secretary and  the  corporate  seal  thereof  to  be 

affixed  this day  of ,  A.  D.  19 


B7  

[Cobpoeate  Seal]  .  Secretary. 


DISSOLUTION  AND  DISINTEGRATION.  1767 

Form  2032. 

MINUTES  OF  SPECIAL  MEETING  TO  DISSOLVE  COR- 
PORATION—(ILLINOIS) . 

KXJIIIUT  "D." 

The  stocklioldors  of  the   Coin[)aiiy   met   in  special   meeting 

al   the  ofiice  of   ,  No ,   Biiildinj^ Street, 

Chicago,    Illinois,    at    o'clock    ....    M.,   on    the    day    of 

,  19.  .  .  .,  pursuant  to  call  and  notice. 

The  meeting  was  called  to  order  by ,  president  of  the  Com- 
pany, and ,  the  secretary,  acted  as  such. 

The  roll-call  showed  the  following  result: 

Present  in  person  shares; 

Absent  and  not  represented  shares; 

Total    number    of    shares    outstanding  shares. 

The  secretary  submitted   a  notice   in   writing,  signed   by   a  majority  of 

the  directors  of  the    Company,   stating  the   time,   place  and 

object  of  said  meeting,  and  an  affidavit  of  the  mailing  of  said  notices 
properly  addressed  and  mailed  to  each  stockholder  of  this  Company. 

The  secretary  then  submitted  a  copy  of  the   ,  a  secular 

newspaper  of  general  circulation  published  weekly  in  the  City  of  Chicago, 

County  of  Cook  and  State  of  Illinois,  dated and 

and ,  containing  a  general  notice  of  the  time,  place  and  object 

of  the  meeting. 

Thereupon  the  president,  in  accordance  with  said  notice,  stated  that  the 
meeting  had  been  called  for  the  purpose  of  submitting  the  question  of 
the  dissolution  of  the  Company  to  a  vote  of  the  stockholders. 

Thereupon   the   following   resolution  was  presented   by    : 

^Miereas,  the  stockholders  of  the  Company  desire  to  aban- 
don the  corporate  enterprise,  surrender  the  charter,  franchises  and  corporate 
name,  and  dissolve  the  said  corporation;   and 

Whereas,  the  said Company  has  ceased  to  do  business  and 

all  corporate  debts  have  been  fully  paid,  corporate  liability  discharged  and 
the  corporate  assets  and  property  distributed  among  all  persons  entitled 
thereto. 

Now,  therefore,  be  it  resolved.  That  the  corporate  enterprise,  charter, 
franchises  and  corporate  name  of  the  Company  be  surrendered,  and  that  said 
corporation  be  dissolved;  and 

Be  it  further  resolved.  That  the  Secretary  be,  and  is  hereby  authorized, 
and  directed  to  attest  as  Secretary  the  record  of  the  proceedings  at  this 
meeting,  and  to  affix  the  seal  of  the  corporation  thereto. 

Thereupon moved  the  adoption  of  the  foregoing  resolution, 

which  motion  was   seconded  by    ,   and   thereupon   a  ballot  being 

taken,  each  stockholder  voting  in  person,  the  said  resolution  was  adopted, 
all  of  the  capital  stock  of  the  Company  voting  in  the  affirmative. 

There  being  no  further  business  for  consideration,  the  meeting,  upon 
motion  duly  made  and  unanimously  carried,  was  adjourned. 

[Seal]  SecretaTj. 

A  correct  record. 
President. 


1768    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  2033. 

PUBLISHED  NOTICE  OF  RESOLUTION  TO  DISSOLVE— 

(ILLINOIS). 

STATE  OF  ILLINOIS,) 
County  of  Cook,         ( 

Public  notice  is  hereoy  given  that  at  a  special  meeting  of  the  stock- 
holders  of   the    Company,   a   corporation    organized    and 

existing  under  and  by  virtue  of  the  laws  of  the  State   of  Illinois  and 

held  at  Room ,  Street,  Chicago,  Illinois  on  the 

day  of ,  A.  D.  19 ,  at  the  hour  of o'clock  ....  M., 

at  which  meeting  all  of  the  stockholders  representing  all  of  the  capital 
stock  of  said  corporation  were  present,  the  following  resolution  was 
unanimously  adopted  by  said  stockholders,  all  the  votes  represented  by 
the  whole  stock  of  said  corporation  being  cast  in  favor  of  the  adoption 
of  said  resolution: 

"Whereas  this  corporation  has  no  indebtedness  of  any  kind  or  char- 
acter, all  of  its  indebtedness  having  been  fully  discharged  and  satisfied, 
and  the  assets  of  said  corporation  having  been  duly  distributed  to  its 
stockholders  legally  entitled  to  receive  the  same,  and 

"Whereas  further  said  corporation  is  no  longer  engaged  in  active 
business, 

' '  Therefore  be  it  resolved  by  the  stockholders  of  the Com- 
pany, in  meeting  duly  assembled  pursuant  to  legal  notice  thereof,  that 
this  corporation  be  dissolved  and  its  charter  and  franchises  be  sur- 
rendered and  that  the  officers  of  the  corporation  take  the  necessary  and 
proper  steps  to  effectuate  the  dissolution  of  said  corporation." 

That  a  record  of  such  proceedings,  signed  by  the  president  of  the  cor- 
poration, verified  by  his  affidavit  and  attested  by  the  Secretary  of  said 
corporation  under  its  corporate  seal  has  been  duly  recorded  as  required 
by  law. 

Dated  the   day  of ,  A.  D.  19 


President. 
Secretary. 


See  Forms  2028-2032,  supra. 


Form  2034. 

CERTIFICATE  OF  VOLUNTARY  DISSOLUTION— 
(ILLINOIS). 

Be  it  remembered.  That  at  a  special  meeting  of  all  the  stockholders  of 

the   Company,  held  at   ,  in  the  County  of 

Cook  and  State  of  Illinois,  on  the day  of ,  A.  D.  19 , 

the  following  resolution  was  unanimously  adopted,  viz.: 

Whereas,   the    Company   has   ceased   to    do    or   transact 

business  of  any  character,  and  has  no  assets  of  any  character  now  on 
hand  belonging  to  it;   and 

Whereas,  all  of  the  corporate  debts  of  the  said  Company  have  been 


DISSOLUTrON  AND  DISINTEGRATION.  1769 

fully  paid  and  the  corporate  liabilities  thereof  completely  discharged 
and  the  corporate  assets  and  property  heretofore  belonj^ing  to  the  pame 
have  been  disstriVjuted  among  all  the  persons  entitled  thereto; 

Now,  therefore,  bo  it  resolveil,  That  the  said  corporation  be,  anrl  the 
same  is  hereby  dissolved,  and  the  President  thereof  is  hereby  author- 
ized to  cause  a  complete  record  of  all  the  proceedings  taken  in  this 
respect  to  be  verified  by  his  sworn  affidavit  and  attested  by  the  Secretary 
of  said   corporation   under  his   signature,  and   the  corporate  seal,  to   be 

filed  for  record  in  the  office  of  the  Recorder  of  Deeds  of 

County,  it  being  the  County  wherein  the  principal  office  of  said  corpora- 
tion is  located;  and 

Be  it  further  resolved.  That  he  cause  a  notice  of  such  dissolution  to 
be  published  for  three  successive  weeks  in  the  ,  ^  news- 
paper published  in  the  City  of  Chicago,  County  of  Cook  and  State  of 
Illinois,  and  within  three  months  from  this  date,  cause  said  record 
aforesaid  bearing  thereon  the  certificate  of  recording  executed  by  the 
Recorder  of  Deeds  of  said  Cook  County,  to  be  filed  in  the  office  of  the 
Secretary  of  State. 

Secretary. 

STATE  OF  ILLINOIS,  ) 

>S8: 
County  ot  Cook,  ( 

,   being   duly   sworn   on    his    oath    deposes    and    says 

that  he   is   rrosident   of   the    Company;    that   the   above 

and  foregoing  is  a  full  and  complete  transcript  of  the  proceedings  of 
said  corj)oration  as  taken  at  a  meeting  of  all  the  stockholders  thereof, 
held  on  the  day  of  ,  19.  ... ;  that  all  of  the  cor- 
porate dol)fs  of  said  Company  have  been  fully  paid  and  corporate  liabil- 
ities completely  discharged,  and  the  corporate  assets  and  property  dis- 
tributed among  all  the  persons  entitled  thereto;  that  the  resolution 
recited  in  the  foregoing  transcript  was  duly  and  unanimously  passed 
by  a  vote  of  all  the  stockholders  of  said  Company  on  the  date  therein 
mentioned. 

Further   affiant   sayeth    not. 


President, 
Subscribed  and  sworn  to  before  me  this day  of ,  19.  . 


Notary    Public. 

[Notarial  Seal] 

See  Forms  2028-20.33,  xupra. 


Form  2035. 

CERTIFICATE    OF   DISSOLUTION    (ANOTHER    FORM)— 

(ILLINOIS).      . 

STATE  OF  ILLINOIS,   ) 

'  ss ' 
County  of  Cook,  T 

I  hereby   certify,   that    at   a    meeting   of  the   stockholders   of 

the    held  on    ,  A.   D.    19....,  at    o'clock 

....    M.,   pursuant    to    notice   required   by    law,   which    said    notice    wa? 


1770    CORPORATION  FORMS  AND  PRECEDENTS. 

delivered  personally  (or  deposited  in  the  postoffice)  at  least  thirty- 
days  before  the  time  fixed  for  such  meeting,  properly  addressed  to  each 
Stockholder,  sigoed  by  a  majority  of  the  of  said  Corpora- 
tion, stating  the  time,  place  and  object  of  said  meeting,  and  a  general 
notice  stating  the  time,  place  and  object  of  such  meeting  was  also  pub- 
lished for  three  successive  weeks  in  the   ,  a  newspaper  printed 

in    ,   County   of    ,   State   of   Illinois,   the   following 

resolution  was  adopted,  at  least  two-thirds  of  all  the  votes  represented 
by   the   whole   stock   of   said   Corporation   voting   therefor: 

Eesolved,  that  this  Corporation  be  and  the  same  is  hereby  dissolved. 

It  is  hereby  further  certified,  that  the  debts  of  said  Corporation 
have  been  fully  discharged  and  the  assets  distributed  among  the  Stock- 
holders according  to  their  respective  rights. 


[Seal]  Secretary. 

STATE  OF  ILLINOIS,  ) 
County   of    ( 

Ij  ,  being  duly  sworn,  declare  on  oath  that  I  am  Presi- 
dent of  the  Corporation  mentioned  in  the  foregoing  certificate,  and  that 
the  statements  therein  made  are  true  in  substance  and  in  fact. 

In  witness  whereof,  I  have  hereunto  set  my  hand,  and  caused  the  seal 
of  said  Corporation  to  be  afiixed,  this day  of ,  19 


[Seal]                                                                                                 President. 
Subscribed  and  Sworn  to  before  me,  this day  of ,  19. . 


Notary  Public. 
See  Forms  2028-2034,  supra. 


Form  2036. 
NOTICE  OF  DISSOLUTION— (WEST  VIRGINIA). 

Notice  of  Dissolution. 
Notice  is  hereby  given  that  at  a  meeting  of  Stockholders  of  The 
Company  held  on  December  1st,  1910,  it  was  unanimously 
voted  that  the  Company  retire  from  active  business  as  of  December 
31st,  1910,  and  that  the  officers  proceed  to  collect  outstanding  accounts 
and  wind  up  the  affairs  of  the  Company  as  promptly  thereafter  as  pos- 
sible, and  that  the  Secretary  take  the  necessary  steps  to  have  the  Com- 
pany's charter  returned  to  the  State  of  "West  Virginia  upon  the  final 
closing  out  of  all  its  affairs. 

Given  under  my  hand  this day  of  .  . .  .• ,  191 . . 

(Signed)    

President. 

Attest: 

(Signed)     

Secretary. 


DISSOLFTTOX  AND  DTSIXTKflKATIOX  1771 

Form  2037. 
ADVERTISEMENT  FOR  BIDS  FOR  AN  ENTIRE  PLANT. 

A  ot  )(•(>. 

The Company,  of  Indianapolis,  Indiana,  oflfers  for  sale 

its  entire  plant  inside  of  the  (•orj)orate  limits  of  Indianajjolis,  consist- 
ing of  all  its  high  and  low-pressure  mains,  including  all  service  connec- 
tions belonging  to  The  Company,  reserving  there- 
from only  cash  in  bank  and  bills,  accounts  and  other  moneys  receivable, 
office  fixtures  and  real  estate  at  the  southwest  corner  of  Illinois  and 
Twenty-second  streets.  Sealed  bids  will  be  received  until  12  o'clock 
noon  on  the  11th  day  of  September,  19....  Each  bid  must  be  accom- 
panied with  a  certified  check  on  some  bank  or  trust  company  in  the 
city  of  Indianapolis  for  the  sum  of  fifty  thousand  ($50,000)  dollars, 
payable  to  the  company,  which  will  be  held  as  a  forfeit  as  agreed  and 
liquidated  damages,  without  returning  in  whole  or  in  part,  in  case  the 

bid  is  accepted  and  not  fulfilled.     The    Company,  by  its 

directors,  reserves  the  right  to  reject  any  or  all  bids.  All  bids  and  com- 
munications  should   be    addressed   to    ,    Chairman    of   the 

Finance   Committee,    St.,    ,    There   are 

no  liens  of  any  kind  upon  the  property. 

(Signed)    

•  Chairman   Finance   Committee. 

[Seal] 
Attest: 


Secretary. 
May  27,  19 

See  generally  as  to  the  power  to  sell  the  entire  plant,  Cook  on  Corpora- 
tions, §670;  Clark  &  M.,  Corp.,  §§  160,  310;  Black  v.  Delaware  &  R.  Canal 
Co.,  22  N.  J.  Eq.  130;  Kean  v.  Johnson,  9  N.  J.  Eq.  401;  Abbot  v.  Amer- 
ican Hard  Rubber  Co.,  33  Barb.  (N.  Y.)  578,  a  leading  case;  People  v. 
Ballard,  134  N.  Y.  269,  296. 

Form  2038. 

SURRENDER  OF  CHARTER  BEFORE  ORGANIZATION— 
(WEST  VIRGINIA). 

The  undersigned,  being  all    (or  a  majority  of)    the   incorporators  and 

other   stockholders   of    Company,   a   corporation   to   which 

a  certificate  of  incorporation  was  issued  by  the  secretary  of  state  of  the 

the  State  of  West  Virginia  on  the   day  of   , 

desire  to  abandon  such  corporation  and  not  to  organize  the  same,  and 
hereby  surrender  to  said  state  said  certificate  of  incorporation,  and  all 
rights,  privileges,  and  franchises  thereby  granted. 

Given  under  my  hand  and  official  seal  this    day  of   

(Sign  here.) 
State  of   ,   County   of    ,  to   wit: 

I, ,  a  Notary  Public  in  and  for  the  county  aforesaid,  hereby 

certify  that  ,  whose  names  are  signed  to  the  foregoing  writ- 
ing, dated  the   day  of ,  this  day  personally  appeared 


1772     CORPORATION  FORMS  AND  PRECEDENTS. 

before    me    in   my   said    county    and    severally    acknowledged    their    sig- 
natures to  the  same. 

Given  under  my  hand  and  official  seal  this    day  of    


[Seal]  '  Notary    Public. 

The   above   certificate   and    also   the   charter   of   the   company   should   be 
sent  to  the  Secretary  of  State. 

See  §  6  of  eh.  2  of  Gen.  Corporation  Laws  of  W.  Va. 

Form  2039. 

RESOLUTION  FOR  VOLUNTARY  DISSOLUTION— (WEST 

VIRGINIA). 

Eesolved,    first    that    the     Company,    a    corporation 

created  and  organized  under  the  laws  of  the  State  of  West  Virginia, 
does  hereby  discontinue  business  as  a  corporation  and  surrenders  to 
said  state  its  charter  and  corporate  franchises.*  The  board  of  directors 
will  proceed  to  convert  the  property,  choses  in  action  and  all  assets 
of  the  corporation  into  cash  and  pay  off  and  discharge  all  its  debts, 
liabilities  and  obligations,  and  after  fully  discharging  all  such  debts, 
liabilities  and  obligations  divide  the  remainder  among  the  stockholders 
pro  rata  with  their  several  holdings  of  stock,  but  no  such  payment  shall 
be  made  to  any  stockholder  until  after  the  publication  of  the  notice 
hereinafter  provided.* 

Eesolved,  second,  that  the  president  of  this  corporation  cause  notice 
of  the  adoption  of  the  foregoing  resolution  to  be  published  in  some 
newspaper  of  general  circulation,  published  near  the  principal  office 
or  place  of  business  of  this  corporation,  once  a  week  for  four  suc- 
cessive weeks;  and  that  he  certify  these  resolutions  to  the  secretary 
of  state  of  the  State  of  West  Virginia,  and  deliver  to  him  a  certificate 
showing  the  publication  of  said   notice,  as  provided  by  law. 

If  desired  to  appoint  a  committee,  or  a  trustee  or  trustees,  or  to  desig- 
nate certain  property  to  be  set  aside,  or  if  the  corporation  has  no  assets, 
or  for  any  other  particular  or  peculiar  purpose,  the  foregoing  form  should 
be  changed,  between  the  .stars,  accordingly. 

Form  2040. 
CERTIFICATE  OF  PRESIDENT— (WEST  VIRGINIA). 

I,  ,  president  of  the  Company,  a  corpo- 
ration created  and  organized  under  the  laws  of  the  State  of  West  Vir- 
ginia, hereby  certify  to  the  secretary  of  state  of  said  state,  that,  at  a 
meeting    of    the    stockholders    of    said    corporation    regularly    held,    in 

accordance  with  law,  at   the   office   of   said  corporation   in    , 

on  the    day  of   ,  19 ,  at  which  meeting  the 

majority  of  the  capital  stock  was  represented  and  voted  in  favor  of  the 
same,  the  following  resolutions  were  duly  and  regularly  adopted  and 
passed,  to  wit: 

(Here  insert  the  resolutions.) 

And  T  further  certify  that  public  notice  of  said  resolutions  was  given 
by  advertisement  published  once  in  each  week  for  four  successive  weeks 
in   ,  a  newspaper  of  general  circulation  published  near  the 


DISSOLUTION  AND  DISIXTEGRATIOX.  1773 

principal   office    of   said   corporation,   as   is   sliowii   hy   tlic   certificato   of 

,  the  j)ublisher  of  said  newspaper,  hereto  annexed. 

Given  under  my  hand  and  the  seal  of  saiil  corporation,  this   

day  of   ,  19.... 

[COKPOKATE  Seal]  President  of   (Jompany. 

Form  2041. 
NOTICE  FOR  PUBLICATION— (WEST  VIRGINIA). 

Notice   is   iierel)y  given  that,  at  a  meeting  of  the  stockhoMers  of  the 

Company,  a  corporation  created  and  organized  under  the 

laws    of    the   State    of   West    Virginia,    held    at    on    the 

day  of   ,  the  following  resolutions  were  adopted: 

(Merc  insert  the  resolutions.) 

Given  under  my  hand  this   day  of   ,  10.  . .  . 


President  of  said   Corporation. 


Attest: 


Secretary. 

Form  2042. 
PUBLISHER'S  CERTIFICATE. 

I,   ,  publisher  of    ,  a   newspaper  of  general 

circulation  published  at   ,  in  the  state  of   ,  hereby 

certify    that   the    notice    of   the    dissolution    of    Company,   a 

copy  of  which  notice  is  hereto  attached,  was  published  once  in  each  week 
for  four  successive  weeks  in  said  newspaper,  in  its  issues  dated  the 
days  of  

Given  under  my  hand  this    day  of    ,   10.  .  .  . 


Publisher. 

A  copy  of  the  printed  notice,  cut  out  of  the  newspaper,  should  be  pasted 
on  the  margin  of  the  ])ublisher's  certificate. 

The  publisher's  certificate  should.be  sent  to  the  Secretary  of  State  with 
the  President's  certificate,  and  both  will  V)e  filed  in  the  Secretary's  office. 
Thereujion,  if  the  corporation  is  not  delinquent  in  the  payment  of  the 
license  tax  on  its  charter,  the  Secretary  will  issue  his  certificate  certifying 
The  dissolution  of  the  corporation.  Put  before  the  Secretary  of  State  can 
do  so  he  must  a|>i)ly  to  the  Auditor  of  the  State  and  be  informed  by  that 
ofiice  that  the  corporation  is  not  so  delinquent;  and  this  applies  as  well  to 
surrender   of   charter. 

Form  2043. 

NOTICE  OF  CORPORATION  HAVING  BECOME  DEFUNCT 
—  (WEST  VIRGINIA). 

"We,  John  Jones,  Eichard  Jones,  John  Eoe,  Kichard  Eoe,  and  Chas.  Doe, 
being  all  the  stockholders  (or,  we,  John  Jones,  Richard  Jones,  and  John 
Roe,  being  a  majority  of  the  stockholders  and  holding  a  majority  of  the 


1774    CORPORATION  FORMS  AND  PRECEDENTS. 

t^tock;   or,  we,  John  Jones,  President,  and  Richard  Jones,  Secretary),  of 

tlie   Company,  a  corporation  created  under  the  laws  of  the 

State  of  West  Virginia  by  a  charter  issued  thereto  on  the day  of 

hereby  certify  to  the  secretary  of  state  of  said  state,  that 
said  corporation  is  no  longer  in  existence  for  the  reason  (here  give  the 
facts, — as  it  failed  to  organize  and  begin  its  corporate  business  in  six 
months  or  in  one  year  after  date  of  charter;  or,  has  suspended  its  corporate 
business  and  does  not  intend  to  resume  it;  or,  that  the  number  of  stock- 
holders is  below  five;  or,  that  its  property  and  franchises  were  sold  under 
a  decree  of  court,  naming  the  court  and  its  location,  and  date  of  sale;  and 
in  any  case  name  any  other  facts  to  show  extinction). 

And  said  corporation  hereby  surrenders  to  said  state  its  charter  and  cor- 
porate franchises  and  privileges;  and  we  request  the  secretary  of  state  to 
note  and  record  the  same  in  his  office. 

Given  under  our  hands  and  seals  this day  of  .  .  .  ., 

(Sign   here.) 

•I,  A.  B.,  a  Notary  Public  in  and  for  the  county  of   and 

state  of ,  hereby  certify  that   ,  whose  names  are 

signed  to  the  above  writing,  this  day  personally  appeared  before  me  in  my 
said  county,  and  severally  acknowledged  their  signatures  thereto,  and  each 
thereupon  made  oath  before  me  at  the  same  time,  that  the  statements  con- 
tained in  the  said  writing  are  true. 

Given  under  my  hand  and  official  seal  this   day  of   

[Seal]  ,  Notary  Public. 

In  West  Virginia,  after  a  corporation  is  orfjanized,  there  are  only  three 
ways  whereby  it  may  legally  become  extinct;  first,  by  expiration  of  its  cor- 
porate existence;  second,  by  voluntary  dissolution;  third,  by  decree  of 
court.  In  case  of  expiration  no  notice  need  be  sent  to  the  Secretary  of 
State.  The  second  case,  voluntary  dissolution,  requires  a  meeting  of  stock- 
holders, and  this  involves  a  notice  to  all  the  stockholders.  The  third  case 
involves  a  suit  by  those  stockholders  desirous  of  winding  up  the  corporation 
where  it  cannot  be  'accomplished  otherwise;  this  suit  involves  considerable 
expense.  In  cases  where  it  is  not  practicable  to  obtain  a  voluntary  dis- 
solution and  the  stockholders  desiring  to  wind  up  the  corporation  do  not 
feel  justified  in  paying  the  expense  of  a  suit  for  that  purpose,  and  the 
corporation  is  practically  defunct,  or  by  reason  of  its  becoming  extinct  in 
some  irregular  way,  proper  notice  should  be  given  to  the  Secretary  of  State. 
This  notice  must  in  all  cases  be  under  oath.  It  should  be  signed  and 
sworn  to,  1.  P>y  all  the  stockholders;  or,  2.  By  a  majority  in  number  of  the 
stockholders  holding  also  a  majority  of  the  stoclc ;  or,  3.  By  the  president 
and  secretary  of  the  corporation.  Such  notice  may  be  in  the  above  form. 
This  certificate  should  be  accompanied  with  the  original  charter  if  possi- 
ble; and  if  not  possible  to  send  in  the  cliarter,  state  in  the  certificate  why 
it  is  not  possible  to  send  it  in  for  cancellation.  In  such  case  if  the  evi- 
dence is  natisfactory  to  the  Secretary  of  State  and  the  corporation  is  not 
delinquent  in  the  payment  of  license  tax  to  the  state,  the  Secretary  of  State 
will  enter  the  corporation  as  dissolved,  and  will,  if  desired,  issue  a  certifi- 
cate to  that  effect. 

Form  2044. 

RESOLUTION  ACCEPTING  OFFER  OF  TRUST  COMPANY 
TO  ACT  AS  DEPOSITORY  OF  ASSETS  FOR  PAY- 
MENT OF  CREDITORS  ON  DISSOLUTION. 

Eesolved  that  this  Company  accept  the  offer  of  the   Trust 

Company  of  the  city  of   ,  to  act  as  a  depository  for  the 


DISSOLUTION  AND  DISINTEGRATION.  1775 

creditors  of  tho   Lumber  Comjjanj  free  of  charge,  and  that 

the  said  trust  company  in  accepting  said  trust  is  hereby  relieved  of  any 
responsibility    for    the    accuracy    or    validity    of    the    claims    against    the 

Lumber  Company,  and  it  is  hereby  authorized  to  accept  the 

list  furnished  by  the  treasurer  of  the  said Lumber  Company, 

as  being  all  the  creditors,  and  to  act  upon  said  list  without  further  re- 
sponsibility  or   inquiry   ui)on   its   part,   it   being   understood   that   the  said 

Trust  Comi)any  is  acting  solely  as  agent  and  trustee  for  the 

Lumber   Company   and   its   creditors. 

Further  resolved,  that  the  treasurer  of  the Lumbei  Com- 
pany be  and  he  hereby  is  authorized  to  convert  into  cash  as  speedily  as 
possible  all  assets  of  the  corporation,  and  to  collect  all  accounts  due  the 
corporation,  and  to  deposit  the  same,  with  all  moneys  received  from  the 

sale  of  the  assets,  in  the  said Trust  Company,  to  be  held  by 

said  trust  company  in  trust  for  the  creditors  of  the Lumber 

Company,  tho  names  of  each  creditor  and  the  amount  due  each  to  be  fur- 
nished to  said  trust  company  by  the  treasurer  of  the Lumber 

Company;  all  moneys  so  deposited  to  immediately  become  the  property  of 
said  creditors  and  to  be  distributed,  pro  rata  among  said  creditors. 

The  first  distribution  to  be  made  when  the  said  trust  company  shall  have 
on  hand  50  per  cent,  in  cash;  but  in  event  of  50  per  cent,  not  being  available 
by  September  1st,  1909,  a  distribution  of  all  funds  on  hand  must  be  made 
on  that  date. 

The  second  distribution  to  be  made  when  an  amount  equal  to  20  per 
cent,  shall  have  accumulated ;  but  in  event  of  20  per  cent,  not  being  avail- 
able by  December  1st,  1909,  a  distribution  of  all  funds  on  hand  must  be 
made  on  that  date,  and  subsequent  distribution  be  made  quarterly  there- 
after, until  the  full  amount  of  claims  with  interest  at  6  per  cent,  per 
annum,  shall  have  been  paid. 

Further  resolved  that  upon  the  final  payment  of  all  claims  the 
president  call  a  meeting  of  the  stockholders  to  vote  upon  a  proposition  for 
the  dissolution  of  the  corporation. 

Form  2045. 
RESOLUTION  APPOINTING  LIQUIDATOR— (KENTUCKY). 

Whereas,  the  charter  of  the  Evening  Post  Coinj)any  will  expire  on  the 
first  day  of  May,  1903;  and,  whereas,  it  has  become  necessary  to  have  all 
the  assets  of  every  character  of  the  company  sold  for  the  purpose  of  payinpf 
its  debts  and  distributing  the  surplus,  if  any,  among  the  stockholders;  and, 
whereas,  it  is  impossible  to  properly  advertise  and  sell  said  property  by  tho 
Ist  of  May  next; 

Therefore,  be  it  resolved:  First.  That  the  Columbia  Finance  &  Trust 
Company  be,  and  it  is  hereby,  appointed  liquidator  of  the  affairs 
of  the  corporation,  with  directions  to  operate  for  the  use  of  the 
stockholders  the  affairs  and  business  of  said  corporation  as  they  have  been 
operated  until  the  property  can  be  properly  advertised  and  sold,  and  tho 
possession  thereof  delivered  to  the  purchaser.  Second.  That  prior  to  the 
said  sale  tho  liquidator  shall  cause  to  be  made  for  the  use  of  the  stock- 
holders a  comprehensive  statement  of  the  assets  and  liabilities  of  the  cor- 
poration,  and    furnish    said   stockholders   with   a   copv   of   said    statement. 


1776    CORPORATION  FORMS  AND  PRECEDENTS. 

Third.  That  the  said  liquidator  shall,  in  its  advertisement,  specify  tho 
nature  of  the  articles  to  be  sold,  and  shall  make  such  sale  for  cash,  to  be 
paid  on  the  delivery  of  potssession,  and  shall  require  of  the  purchaser  that 
he  deposit  a  certified  check  for  an  amount  equal  to  one-third  of  the  total 
purchase  price,  which  the  liquidator  shall  hold  and  credit  upon  the  pur- 
chase price  when  the  sale  is  consummated,  or,  if  for  any  reason  it  shall  be 
set  aside,  return  to  the  bidder.  If  the  said  bidder  to  whom  the  property 
is  knocked  down  shall  fail  at  once  to  deliver  to  the  liquidator  the  certified 
check  as  herein  provided,  the  liquidator  shall  immediately  resell  the  prop- 
erty, and  refuse  to  receive  bids  from  said  former  bidder.  Fourth.  Said 
liquidator  may,  in  his  discretion,  employ  an  auctioneer  or  other  agent 
necessary  or  proper  to  be  used  in  the  sale  of  the  property.  Fifth.  Until 
said  sale,  and  during  the  operation  of  said  property,  said  liquidator  is  given 
full  authority  and  permission  to  employ  such  agents  and  persons  as  may 
be  necessary  to  properly,  conveniently,  and  economically  operate  the  prop- 
erty, and  keep  an  account  of  all  its  expenses,  and  take  vouchers  therefor. 
And  after  the  property  has  been  fully -administered  it  shall  make  out  a 
comprehensive  account  of  its  acts  and  doings,  and  shall  furnish  a  copy 
thereof  to  each  of  the  stockholders.  Sixth.  The  said  liquidator  shall  from 
the  proceeds  of  the  sale  of  the  property  pay  all  debts  of  the  corporation, 
and  the  balance,  if  any,  shall  be  distributed  among  the  stockholders  accord- 
ing to  their  legal  rights. 

From  Knott  v.  Evening  Post  Co.,  124  Fed.  342. 

The  foregoing  form  is  based  upon  Gen.  St.  Ky.,  §561. 

Form  2046. 

RESOLUTION  OF  DIRECTORS  RELATIVE  TO  EXCHANGE 

OF  STOCK. 

Resolved,  that  the  sum  of  $100  per  share  be  distributed  to  the  stock- 
holders of  this  company,  as  they  appear  of  record  upon  its  books,  upon 
production  of  the  certificate  therefor  to  Drexel  &  Co.,  in  order  that  the 
amount  of  said  payment  may  be  indorsed  thereon. 

Eesolved,  that  all  such  payments  be  made  by  check  marked  as  "On 
account  of  liquidation  of  this  company." 

Resolved,  that  Drexel  &  Co.  be  requested,  upon  presentation  of  the 
certificates  for  that  purpose,  to  stamp  upon  each  certificate  an  indorse- 
ment showing  the  amount  paid  per  share  and  date  of  such  payment. 

Resolved,  that  the  president  and  treasurer  of  this  company  be  author- 
ized, upon  receipt  of  the  remaining  payment  stipulated  for  in  the  agree- 
ment with  the  Railway  Steel  Spring  Company,  and  of  the  other  amounts 
due  this  company,  to  make  from  time  to  time  further  distributions  to 
the  stockholders  of  this  company  in  liquidation  of  its  assets  in  the 
same  manner  as  provided  in  the  foregoing  resolutions. 

Resolved,  that  we  approve  of  the  sending  to  the  stockholders  the 
letter  prepared  by  the  president  announcing  the  liquidation  together 
with  the  form  of  letter  to  Drexel  &  Co.  and  of  the  receipt  by  them  for 
the  certificates,  as  follows: 

Philadelphia,  January  Kith,  1906. 

Dear  Sir:  The  property  of  this  company  has  in  pursuance  with  the 
authority  given  at  tho  stockholders'  meeting  held  December  26th,  1905, 


DISSOLUTION  AND  1)IS1XTK(JRAT1()\.  1777 

been  sold  to  the  Railway  Steel  Spring  Co.  for  $4,300,000  cash.  I'art  of 
this  amount  has  already  been  pai<l,  and  the  balanc^e  is  secured  by  bonds 
deposited  with  Drexel  &  Co.  as  trustee. 

The  board  of  directors  has  resolved  that  out  of  this  sum  there  shall  be 
distributed  to  the  stockholders  of  record  on  the  company's  books,  in 
liquidation  of  the  company's  affairs,  as  first  payment,  the  sum  of  $100 
per  share  on  presentation  of  the  certificates  of  stock  to  Drexel  &  Co.,  Phil- 
adelphia, Pa.  In  order  tiiat  tiie  amounts  now  and  hereafter  to  be  paid 
may  be  noted  thereon  as  made,  please  forward  immediately  your  certifi- 
cate of  stock,  with  power  of  attorney  properly  signed  and  witnessed, 
to   Drexel  &   Co.,  Philadelphia. 

Further^  distributions  will  be  made  from  time  to  time  as  the  balance 
'of  the  purchase  price  is  paid.  These  distributions  will  also  have  to  be 
noted  on  the  certificate.  We  therefore  advise  you  that  you  authorize 
Drexel  &  Co.  to  retain  your  certificate  for  this  purpose,  and  inclose  a 
form  of  letter  to  be  filled  up  and  signed  by  you  to  that  effect.  On 
receipt  of  certificate  of  stock  and  letter,  they  will  give  you  a  proper 
receipt. 

Yours    truly, 

Latrobe  Steel  Co., 
Marriott   C.  Smyth,  President. 

(Form  of  Letter.) 

January   .  .  .  .,  190G. 
Messrs.     Drexel     &     Co.,      Philadelphia — GentlAnen :  In     accordance 

with  the  instructions  of  the  Company  in  its  circular  letter  of  the  16th 

inst.,  I  herewith  inclose  certificates  Nos for   shares 

of  the  capital  stock  of  the  Latrobe  Steel  Company,  tiie  property  of  the 
undersigned,  in  order  that  paj^ment  of  $100  per  share,  in  liquidation, 
now  authorized  may  be  noted  thereon.  You  may  retain  the  same  in 
order  that  subsequent  payments  in  liquidation,  may  be  noted  on  them 
as   made. 

Please  acknowledge  and  forward  receijit  for  the  inclosed  certificate,  as 
mentioneil  in  the  company's  letter. 

Yours  very  truly, 

(Form  of  Receipt.) 

Received   January    1906,   from    ,   Certificates  Xos. 

• for shares  of  the  capital  stock  of  the  Latrobe 

Steel   Company,   standing  in   the   name   of    to   be   retained 

on  deposit  by  the  undersigned  in  order  that  payments  in  distribution 
made  on  account  of  the  liquidation  of  the  affairs  of  that  company  may 
be  noted  thereon,  in  accordance  with  the  terms  of  the  circular  letter 
from  the  company  to  its  stockholders  under  date  of  Januarj'  16th, 
1906,    and    of   the    letter    addressed    to   the    undersigned    by   you,    dated 


Drexel  &  Company. 
See  Ferry  v.  Latrobe  Steel  Co.,  IS.'j  Fed.  161. 


1778    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  2047. 

NOTICE  OF  FORMATION  OF  PREFERRED  STOCKHOLD- 
ERS' COMMITTEE  TO  FORMULATE  PLAN  FOR 
DISINTEGRATION  OF  THE  AMERICAN 
TOBACCO  COMPANY. 

The  Americ-an  Tobacco  Company  Preferred  Stock. 
To  the  Holders  of  Preferred  Stock  of  The  American  Tobacco  Company: 
In  view  of  the  direction  in  the  recent  decision  of  the  Supreme  Court 
of  the  United  States  in  the  suit  brouglit  by  the  United  States  of  Amer- 
ica against  The  American  Tobacco  Company  and  others,  that  proceed- 
ings be  had  for  the  purpose  of  ascertaining  and  determining  upon  some 
plan  or  method  of  dissolving  the  combination  and  of  recreating  out  of 
the  elements  now  composing  it  a  new  condition  which  shall  be  honestly 
in  harmony  with  and  not  repugnant  to  the  law  without  unnecessary 
injury  to  the  public  or  the  rights  of  private  property,  and  at  the  request 
of  the  holders  of  a  large  amount  of  the  preferred  stock  of  said  The 
American  Tobacco  Company,  the  undersigned  have  consented  to  act 
as  a  Committee  for  the  protection  of  the  interests  of  all  of  the  holders 
of  said  preferred  stock  who  shall  become  parties  to  an  agreement  now 
in  course  of  preparation,  to  be  dated  July  28,  1911. 

Holders  of  said  preferred  stock  are  requested  to  deposit  their  certifi- 
cates on  or  before  August  28,  1911,  with  Central  Trust  Company  of  New 
York,  54  Wall  Street,  iNew  York  City,  the  depositary  to  be  named  in 
said  agreement,  which  will  issue  transferable  certificates  of  deposit 
therefor.  All  certificates  must  be  properly  endorsed  in  blank  and  bear 
all  stock  transfer  stamps  required  by  the  laws  of  the  State  of  New 
York. 

As  the  opinion  of  the  Supreme  Court  directs  that  a  period  of  six 
months  be  allowed  for  the  accomplishment  of  the  purposes  above  stated, 
the  interests  of  the  holders  of  said  preferred  stock  demand,  in  the 
judgment  of  the  Committee,  immediate  and  concerted  action  for  their 
protection,  and  the  Committee  urges  the  necessity  of  an  immediate 
deposit  of  said  stock. 

Copies  of  the  deposit  agreement  may  be  obtained  on  and  after  July 
31,  1911,  from  the  depositary,  or  from  the  Secretary  of  the  Committee. 

Application  will  be  made  to  list  the  certificates  issued   by   the   Com- 
mittee upon  the  New  York  Stock  Exchange. 
Dated  July  28,  1911. 

J.   N.  Wallace,   Chairman, 
Frederick   Strauss, 
Charles   D.   Norton, 
Harry   Bronner, 
Ernest   Tselin, 

Committee. 
F.  L.  Babcoik,  Secretary, 

54   Wall   Street,   New  York   City. 
Adrian  H.  Larkin,  Counsel. 

The  American  Tobacco  Company  was  held  to  be  an  illegal  combination 
in  United  States  v.  American  Tobacco  Company,  221  U.  S.  106.  reversing 
1G4  Fed.  700.     The  court  ordered  the  dissolution  of  the  combination.     Ex- 


DISSOLUTION  AND  rMSIXTEORATIOX.  1779 

tracts  from  the  Itill  fik'd  are  found  in  the  opinion  of  the  court  in  the  above 
case,  which  is  an  exhaustive  review  of  the  authorities  on  the  subject  of 
combinations   in  restraint  of  trade. 

Committees  similar  to  the  one  mentioned  in  the  above  notice  were  formed 
for  the  fort^-year  six  per  cent,  gold  bonds,  and  the  four  per  cent,  gold 
bonds  of  the  American  Tobacco  Company  and  substantially  similar  notices 
sent   to   the  bondholders. 

The  plan  for  disintegration  was  finally  approved  by  the  court  after  much 
consideration  and  discussion  and  will  be  found  in  United  States  v.  Ameri- 
can Tobacco  Co.,  191  Fed.  371. 

See  Form   1993,  supra,  and   note   thereunder. 

See  Forms  2048-2058,  post,  and  notes  thereunder. 

Form  2048. 

PREFERRED   STOCKHOLDERS'   PROTECTIVE  AGREE- 
MENT ON  DISINTEGRATION  OF  THE  AMERICAN 
TOBACCO  COMPANY. 

Agreement  made  this  28th  day  of  July,' 1911,  between  such  holders 
of  the  preferred  stock  of  The  American  Tobacco  Company  as  shall  be- 
come parties  to  thrs  agreement  in  the  manner  hereinafter  provided 
(hereinafter  called  the  Depositors),  parties  of  the  first  part,  and  James 
N.  Wallace,  Frederick  Strauss,  Charles  D.  Norton,  Harry  Bronner  and 
Ernest  Iselin  (hereinafter  called  the  Committee),  parties  of  the  second 
part. 

Whereas,  in  and  by  the  decision  of  the  Supreme  Court  of  the  United 
States  in  the  suit  brougiit  by  the  United  States  of  America  against 
The  American  Tobacco  Company  (hereinafter  called  the  Tobacco  Com- 
pany) and  others,  said  Court  directed  that  proceedings  be  had  for  the 
purpose  of  ascertaining  and  determining  upon  some  plan  or  method  of 
dissolving  the  combination  and  of  recreating,  out  of  the  elements  now 
composing  it,  a  new  condition  which  shall  be  honestly  in  harmony  with 
and  not  repugnant  to  the  law  without  unnecessary  injury  to  the  public 
or  the  rights  of  private  property;  and 

Whereas,  it  is  necessary  that  the  holders  of  the  i)referred  stock  of 
the  Tobacco  Company  should  unite  for  the  protection  of  their  interests: 

Now,  therefore,  in  consideration  of  the  premises,  and  of  the  advan- 
tages which  will  accrue  from  a  union  of  interests  and  concert  of  action, 
the  Depositors,  each  for  himself  and  not  for  any  of  the  others,  do  hereby 
agree  with  each  other  and  with  the  Committee  as  follows: 

First.  The  Committee  is  hereby  vested  under  the  terms  of  this 
agreement  as  trustees  of  an  express  trust  with  the  legal  title  to  all 
the  shares  of  preferred  stock  which  may  be  deposited  under  this  agree- 
ment as  hereinafter  provided,  and  the  Depositors  hereby  assign  and 
transfer  the  same  to  the  Committee.  The  Committee  is  fully  authorized 
and  empowered  in  the  name  of  the  Committee  as  owner  or  otherwise 
at  any  time  and  from  time  to  time  to  take  or  cause  to  be  taken  all  such 
suits,  actions  and  proceedings,  whether  legal,  equitable  or  otherwise, 
and  to  do,  execute  and  perform  any  and  all  such  acts  and  things 
as  to  it  shall  seem  necessary  or  proper  for  the  purpose  of  protecting 
and  enforcing  the  interests  of  the  holders  of  the  deposited  shares 
of  preferred  stock  or  otherwise  for  the  purposes  of  this  agreement. 
The   Committee   may    transfer   the    deposited    shares   of   preferred   stock 


1780    CORPORATION  FORMS  AND  PRECEDENTS. 

or   cause   the   same   to  be  transferred  into  the   name   of   the   Committee 
or  its   nominees;   may  attend  all   meetings,   whether   of   stockholders   or 
otherwise,  and  may  vote  on  all   questions  which  may  come  up  at  such 
meetings,  including  any  amendment   of  the   certificate   of   incorporation 
or  by-laws  of  the  Tobacco  Company  and  the  sale  or  other  disposition 
of  all  or  any  part  of  the  assets  and  property  of  the  Tobacco  Company 
or  of  any  of  its  subsidiary,  allied,  aflaiiated  or  controlled  companies  or 
of  any  company  in  which  the  Tobacco  Company  is  interested  as  stock- 
holder  or   otherwise;    may,   as   the   owner   and   holder    of   the   deposited 
shares   of   preferred  stock,  take   or   institute   or   cause   to  be   taken   or 
instituted,   or   intervene   in'  or   become   a   party   to,   or   exercise   control 
over,  such  suits,  actions  and  proceedings,  give  such  directions,  execute 
such  papers  and  do  such  acts  and  things  as  the  Committee  shall  con- 
sider judicious  or  proper  to  protect  or  enforce  the  rights  and  interests 
of  the   deposited  shares   of  preferred  stock;    may  demand,   collect   and 
receive   any   and   all   amounts   of   cash,  shares   of  stock,   bonds   or   other 
securities   or  property  that  at   any   time  may  be  payable   or  receivable 
upon  or  in  respect  of  the  deposited  shares  of  preferred  stock,  whether 
as     dividends     or    upon     any    reorganization     or    readjustment     of    the 
Tobacco   Company,   its   affairs   and   properties,   pursuant   to   the   decision 
of  the  Supreme  Court  of  the  United  States  above  referred  to,  or  other- 
wise, and  may  distribute  the  same  pro  rata  among  the  Depositors  sub- 
ject to  the  provisions  of  this  agreement  and  in  accordance  with  such 
reasonable   regulations  as  the   Committee  may  prescribe;   may  make  all 
requests   and   demands    which    the    Committee    may    deem    proper;     may 
exercise  in  its  uncontrolled  discretion  in  respect  to  the  deposited  shares 
of  preferred  stock  all  rights  and  powers  vested  in  or  conferred  upon  the 
owners   and   holders   of   such   shares    of   stock   by   the   terms   thereof   or 
by  the  certificate  of  incorporation  or  by-laws  of  the  Tobacco  Company 
or  by  the  laws  of  the  State  of  New  Jersey  or  otherwise;   and  in  general 
may  do  such  acts  and  things  as  the  committee  in  its  uncontrolled   dis- 
cretion may  deem  judicious  and  jiroper  in  order  to  carry  out  fully  and 
effectively  the  purposes  of  this  agreement. 

The  Committee  at  any  time  and  from  time  to  time  may  purchase  or 
otherwise  acquire  or  enter  into  agreements  for  the  purchase  or  acquisi- 
tion of  any  of  the  shares  of  stock,  whether  preferred  or  common,  or 
of  any  of  the  bonds,  obligations  or  other  securities  or  of  any  of  the 
property  of  the  Tobacco  Company  or  of  any  of  its  subsidiary,  allied, 
affiliated  or  controlled  companies  or  of  any  other  company  or  corporation 
now  or  hereafter  organized,  as  the  Committee  in  its  uncontrolled  dis- 
cretion may  deem  necessary  for  the  protection  or  advancement  of  the 
interests  of  the  Depositors;  and  in  exchange  therefor,  or  otherwise,  may 
sell  or  exchange  or  enter  into  agreements  for  the  sale  or  exchange  of 
any  of  the  shares  of  preferred  stock  deposited  hereunder  or  of  any  shares 
of  stock,  bonds,  obligations  or  other  securities  or  any  property  purchased 
or  acquired  by  the  Committee  for  such  considerations  and  upon  such 
terms  and  conditions  as  the  Committee  in  its  uncontrolled  discretion 
may  deem  advantageous  and  for  the  interests  of  the  Depositors.  Any 
such  sale  or  exchange  may  provide  for  the  sale  or  exchange  of  the 
deposited  shares  of  preferred  stock  or  of  any  interest  represented 
thereby  for  cash  or  in  consideration  for  shares  of  stock,^  bonds,  obliga- 


DISSOLUTION  AND  DISINTEGRATION.  1781 

tions,  or  other  securities  or  property  of  tlic  Tobacco  Company  and/or 
of  any  of  its  subsidiary,  allied,  affiliated  or  controlled  companies  or  of 
any  other  company  or  corporation  now  or  hereafter  organized,  or  partly 
for  cash  and  partly  for  any  such  shares  of  stock,  bonds,  obligations  or 
other  securities  or  property,  upon  such  terms  and  conditions  as  the 
Committee  may  in  its  uncontrolled  discretion  determine,  and  any  such 
sale  or  exchange  made  by  the  Committee  in  good  faith  shall  be  liiial 
and  conclusive  upon  the  Depositors. 

The  committee  may  make  such  expenditures  and  incur  such  indebted- 
ness, obligations  and  liabilities  as  tlie  Committee  in  its  uncontrolled 
discretion  may  deem  judicious  or  expedient  in  order  to  carry  out  fully 
and  effectively  the  purposes  of  this  agreement.  The  deposited  shares 
of  preferred  stock  and  any  property  purchased  or  acquired  by  or  on 
behalf  of  the  Committee  shall  be  charged  with  the  payment  of  the  com- 
pensation of  the  Committee  and  its  expenses  (including  as  part  of  the 
Committee's  expenses  wherever  its  expenses  are  referred  to  in  this 
agreement  the  compensation  and  expenses  of  the  Depositary  and  coun- 
sel fees)  and  also  with  the  payment  of  the  indebtedness,  obligations 
and  liabilities  of  the  Committee;  but  nothing  contained  in  this  agree- 
ment shall  obligate  any  Depositor  to  contribute  or  pay  any  sum  of 
money  except  only  at  his  election  as  in  this  agreement  provided  in  order 
to  withdraw  the  shares  of  preferred  stock  deposited  by  him  when 
expressly  permitted  so  to  do  by  the  terms  of  this  agreement  or  to  par- 
ticipate in  any  plan  and  agreement  of  reorganization  or  readjustment 
in  case  it  shall  be  so  provided  therein,  and  otherwise  recourse  shall 
be   had   only  against  the  deposited  shares  of  preferred   stock. 

The  Committee  may  deal  with  the  property  or  any  part  thereof  at 
any  time  purchased  or  acquired  by  it  or  on  its  behalf  under  the  author- 
ity conferred  by  any  of  the  provisions  of  this  agreement  in  like  man- 
ner as  it  is  hereby  authorized  to  deal  with  or  in  respect  of  the  deposited 
shares  of  preferred  stock  or  any  of  them,  and  may  transfer  such  prop- 
erty or  any  part  thereof  or  cause  the  same  to  be  transferred  into  the 
name  of  the  Committee  or  its  nominees;  may  exercise  any  and  all  rights, 
powers  and  privileges  vested  in  the  owners  and  holders  of  the  said  prop-, 
erty  as  such,  and  as  the  owners  thereof  or  otherwise  may  take  and 
institute  or  cause  to  be  taken  and  instituted,  or  intervene  in  or  become 
a  party  to,  or  exercise  control  over  such  suits,  actions  or  proceedings, 
whether  legal  or  equitable,  give  such  directions,  execute  such  papers 
and  do  and  perform  such  acts  and  things  either  under  the  instruments 
securing  the  said  property  or  any  part  thereof  or  otherwise  as  the  Com- 
mittee shall  deem  judicious  or  proper,  whether  to  enforce  the  security 
provided  for  any  such  propertj'  or  to  procure  the  payment  of  the  prin- 
cipal or  interest  or  dividends  of  or  upon  any  such  property  or  to  protect 
or  enforce  the  rights  and  interests  of  the  Depositors;  may  demaml, 
collect  and  receive  all  amounts  that  at  any  time  may  be  due  or  owing 
or  payable  upon  or  in  respect  of  any  such  property,  and  whether  for 
principal  or  for  interest  or  otherwise;  may  elect  to  have  the  principal 
of'  any  bonds,  debentures,  notes  or  other  obligations  so  acquired  by  it 
become  due  and  payable,  and  may  withdraw  any  such  election;  may  use 
any  bonds,  debentures,  notes  or  other  obligations  or  any  shares  of  pre- 
ferred  or   common   stock   or   other   property   theretofore   acquired   by   or 


1782    CORPORATION  FORMS  AND  PRECEDENTS. 

deposited  with  the  Committee  in  payment  or  in  part  payment  of  the 
purchase  price  thereof;  may  pledge  or  charge  the  purchased  property 
and  any  property  held  or  acquired  by  or  on  behalf  of  Committee  under 
the  authority  of  any  of  the  provisions  of  this  agreement  or  any  part 
or  portion  thereof  for  the  purpose  of  procuring  funds  to  make  any 
such  payment  or  to  obtain  such  moneys  as  may  be  necessary  to  dis- 
charge prior  liens  upon  property  purchased,  and  to  pay  the  expenses 
of  sale;  may  exercise  all  powers  conferred  upon  the  holders  of  any 
bonds,  debentures,  notes  or  other  obligations  or  any  shares  of  preferred 
or  common  stock  acquired  by  or  deposited  with  the  Committee  under 
the  authority  of  any  of  the  provisions  of  this  agreement  under  the 
terms  of  the  instruments  securing  the  same  or  otherwise;  and  may  vote 
or  cause  to  be  voted  or  otherwise  exercise  the  rights  of  owner  upon  or 
in  respect  of  all  shares  of  stock,  whether  preferred  or  common,  acquired 
by  the  Committee  under  the  authority  of  any  of  the  provisions  of  this 
agreement. 

The  Committee  shall  have  power  and  may  at  any  time  and  from  time 
to  time,  at  public  or  private  sale,  purchase  or  cause  to  be  purchased  or 
may  contract  to  purchase  or  may  in  any  manner  acquire  or  cause  to  be 
acquired,  and  whether  before  or  after  the  preparation  or  the  adoption 
and  approval  by  it  of  any  plan  or  agreement  of  reorganization  or  read- 
justment of  the  Tobacco  Company,  its  affairs  and  properties,  as  herein- 
after provided,  in  accordance  with  the  decision  of  the  Supreme  Court 
of  the  United  States  above  referred  to,  and  for  such  considerations  and 
upon  such  terms  and  conditions  and  subject  to  such  restrictions  as  the 
Committee  in  the  exercise  of  its  uncontrolled  discretion  may  deem  expe- 
dient, all  or  any  of  the  shares  of  preferred  or  common  stock,  bonds, 
obligations  or  indebtedness,  or  all  or  any  part  of  the  property  of  the 
Tobacco  Company  or  of  any  subsidiary,  allied,  affiliated  or  controlled 
company  of  the  Tobacco  Company,  or  any  other  property  which  in  the 
judgment  of  the  Committee  may  be  advantageously  used  by  or  in  con- 
nection with  the  business  of  the  Tobacco  Company  or  of  any  of  its 
subsidiary,  allied,  affiliated  or  controlled  companies,  or  any  property 
the  acquisition  of  which  the  Committee  may  deem  advantageous  or  advis- 
able; but  the  Committee  shall  not  be  bound  to  make  any  such  purchase 
or  contract  to  purchase,  and  in  case  of  a-ny  purchase  the  deposited  shares 
of  preferred  stock  or  any  of  them  may  be  used  in  payment  or  in  part 
Ttayment  of  the  purchase  price  thereof,  or  the  purchased  property  or  the 
deposited  shares  of  preferred  stock  or  any  other  property  acquired  by  or 
on  behalf  of  the  Committee  under  any  of  the  provisions  of  this  agreement 
may  be  pledged  or  charged  for  the  purpose  of  procuring  funds  to  make 
any  such  payment  or  to  obtain  such  moneys  as  may  be  necessary  to  dis- 
charge prior  liens  on  the  property  purchased  and  to  pay  the  expenses  of 
sale. 

The  Committee  may  at  any  time  and  from  time  to  time,  whether  before 
or  after  the  preparation  or  adoption  and  approval  by  it  of  any  plan  or 
agreement  of  reorganization  or  readjustment  of  the  Tobacco  Company,  its 
affairs  and  properties,  as  hereinafter  provided,  in  accordance  with  the 
decision  of  the  Supreme  Court  of  the  United  States  above  'referred  to, 
in  such  manner  and  for  such  considerations  and  upon  such  terms  and  con- 
ditions as  it   may  in   its  uncontrolled   discretion   determine,   sell,   exchange, 


DISSOLUTION  AND  DISIXTEGRATIOX.         1783 

assign,  transfer,  sot  over  or  ueliver  aiij-  or  all  of  the  property  purchased  hy 
the  Committee  under  the  authority  conferred  upon  it  Ity  any  of  the  pro- 
visions hereof,  and  generally  may  deal  with  any  such  property  so  purchased 
or  acquired  hereunder  as  it  shall  deem  most  a'lvanfai^eous  in  the  interests 
of  the  Depositors.  Any  property  purchased  or  accpiired  by  the  t.'ommittee 
under  the  authority  conferred  by  any  of  the  provisions  of  this  agreement 
or  any  part  of  such  property  may,  after  the  preparation  or  adoption  and 
approval  of  a  plan  and  agreement  of  reorganization  or  readjustment  by 
the  Committee,  as  hereinafter  provided,  be  dejiosited  thereunder  or  other- 
wise subjected  thereto,  and  be  held  and  disposed  of  liy  the  Committee  or 
the  managers  under  any  such  plan  or  agreement  in  the  manner  therein 
provided  and  subject  to  the  terms  and  conditions  thereof. 

Second.  Tho  Committee,  acting  either  alone  or  in  conjunction  with  any 
other  committee  of  the  holders  of  stock,  bonds  or  other  securities  of  the 
Tobacco  Company,  shall  have  power,  if  and  whenever  in  its  judgment  it 
shall  become  advisable  so  to  do,  to  prepare  and  adopt  a  plan  and  agree- 
ment for  the  reorganization  or  readjustment  of  the  Tobacco  Company, 
its  affairs  and  pro[)erties  under  and  in  accordance  with  the  decision  of  the 
Supreme  Court  of  tho  United  States  hereinbefore  referred  to,  and  includ- 
ing, in  the  discretion  of  the  Committee,  any  one  or  more  of  the  subsidiary, 
allied,  affiliated  or  controlled  companies  or  interests  of  the  Tobacco  Com- 
pany or  any  company  in  which  the  Tobacco  Company  is  interested  sn 
stockholder  or  otherwise,  or  the  Committee  may  approve  and  adopt  any 
plan  and  agreement  for  such  reorganization  or  readjustment  although  not 
prepared  by  it.  Any  such  plan  and  agreement  of  reorganization  or  read- 
justment may  be  prepared  or  approved  and  adopted  by  the  Committee 
either  before  or  after  a  sale  or  a  contract  for  the  sale  of  the  property  of 
the  Tobacco  Company  or  any  part  thereof,  and  such  plan  may  provide  for 
the  sale  or  exchange  of  the  deposited  shares  of  preferred  stock  or  any  of 
them,  or  for  the  sale  or  resale  of  any  property  or  any  part  thereof  pur- 
chased or  acquired  by  or  on  behalf  of  the  Committee  under  the  authority 
conferred  by  any  of  the  provisions  of  this  agreement,  and  the  Committee 
as  the  agent  and  attorney  of  the  Depositors  or  otherwise  may  sell,  exchange 
and  deliver  all  .the  deposited  shares  of  preferred  stock  or  any  of  them, ami 
all  or  any  part  of  the  property  purchased  or  acquired  by  the  Committee, 
and  may  sell  or  exchange,  assign,  transfer,  deliver,  convey  and  set  over 
the  property  so  purchased  or  acquired,  or  any  part  thereof,  for  the  con- 
siderations and  otherwise  as  prescribed  or  contemplated  by  such  plan  and 
agreement.  Any  such  plan  and  agreement  of  reorganization  or  readjustment 
may  provide  for  the  purchase  or  acquisition  or  for  the  sale  or  other  dispo- 
sition of  all  or  any  part  of  the  property  of  the  Tobacco  Company,  or  of 
any  one  or  more  of  its  subsidiary,  allied,  affiliated  or  controlled  companies 
or  interests,  or  of  any  company  in  which  the  Tobacco  Company  is  inter- 
ested as  stockholder  or  otherwise  at  any  i)ublic  or  private  sale,  or  for  the 
purchase  or  acquisition  or  for  the  sale  or  other  disposition  of  any  one  or 
more  of  tho  Tobacco  Company's  subsidiary,  allied,  adiliated  or  controlled 
companies  or  interests  or  of  any  company  in  which  the  Tobacco  Company 
is  interested  as  stockholder  or  otherwise,  or  of  any  property  purchased 
or  acquired  as  herein  authorized  to  be  purchased  or  acquired  by  or  on 
behalf  of  the  Committee  under  the  authority  conferred  by  any  of  the  pro- 
visions  of   this   agreement,    or   any   part   of   such   property,   and   for   the 


1784    CORPORATION  FORMS  AND  PRECEDENTS. 

readjustment  of  auy  indebtedness  to  which  said  proijerty  or  any  part 
thereof  may  be  subject;  for  the  purchase  or  acquisition  of  any  other  prop- 
erty which  in  the  judgment  of  the  Committee  may  be  advantageous  for 
the  preservation,  improvement,  devek)pment,  operation  or  protection  either 
of  the  property  of  the  Tobacco  Company  or  of  any  one  or  more  of  its  sub- 
sidiary, allied,  alTiliated  or  controlled  companies,  or  of  any  other  property 
the  purchase  or  acquisition  whereof  may  be  provided  for  in,  or  contem- 
plated or  authorized  by,  any  such  plan  and  agreement;  for  the  deposit 
thereunder  of  such  securities  (including  in  said  term  indebtedness  of  every 
character  and  shares  of  stock)  and  upon  such  terms  and  conditions  as  the 
Committee  may  deem  expedient;  for  the  organization  of  such  corporation 
or  corporations  as  may  be  deemed  suitable,  and  for  the  acquisition  in  any 
manner  by  such  corporation  or  corporations  or  by  the  Tobacco  Company  or 
by  any  other  corporation,  directly  or  indirectly,  through  stock  or  certifi- 
cates representative  thereof  or  otherwise,  of  the  property  of  the  Tobacco 
Company  and  of  any  of  its  subsidiary,  allied,  affiliated  or  controlled  com- 
panies, or  of  any  portion  of  such  property,  or  of  any  other  property;  for 
the  issue,  disposition  and  distribution  of  all  or  any  of  the  shares  of 
stock,  of  such  classes,  and  of  such  rights  and  priorities,  and  bonds,  deben- 
tures, notes  or  other  securities  or  evidences  of  indebtedness  of  any  such 
corporation  or  corporations,  or  in  lieu  of  the  distribution  of  shares  of 
stock  or  securities,  of  certificates  representing  a  beneficial  interest  therein, 
and  for  the  raising  of  any  sums  in  cash  deemed  by  the  Committee  in  its 
uncontrolled  discretion  to  be  necessary  or  expedient  for  any  of  the  pur- 
poses of  the  reorganization  or  readjustment  of  the  Tobacco  Company,  its 
affairs  and  properties,  in  accordance  with  the  decision  of  the  Supreme 
Court  of  the  United  States  above  referred  to,  and  may  include  or  recognize 
as  well  floating  or  other  indebtedness  as  any  securities  of  any  class  (includ- 
ing in  said  term  shares  of  stock),  whether  prior  or  junior  to  the  deposited 
shares  of  preferred  stock  or  any  of  them  or  to  the  rights  of  the  Depositors 
or  any  of  them,  or  to  any  property  purchased  or  acquired  by  or  on  behalf 
of  the  Committee  under  the  provisions  of  this  agreement  or  any  part  thereof, 
and  whether  of  the  Tobacco  Company  or  of  any  other  company. 

Any  such  plan  and  agreement  may  constitute  managers  -of  the  reor- 
ganization or  readjustment  under  itj^  and  provide  for  their  compensation 
and  expenses,  and  the  members  of  the  Committee  or  any  of  them  or  the 
members  of  any  other  committee  of  the  holders  of  stock,  bonds  or  other 
securities  of  the  Tobacco  Company,  may  act  as  such  managers  or  may 
be  members  of  any  committee  thereby  constituted  or  therein  referred  to, 
and  may  make  provision  for  the  payment  of  the  compensation  and  ex- 
penses of  the  Committee,  and  under  such  plan  and  agreement  may  charge 
with  the  payment  thereof,  as  well  as  of  all  indebtedness,  obligations  and 
liabilities  incurred  by  the  Committee,  the  shares  of  stock,  securities  and 
property  or  any  part  of  the  shares  of  stock,  securities  or  property  at  any 
time  subject  to  such  plan  and  agreement.  Any  such  plan  or  agreement 
may  contain  any  terms  and  provisions  and  confer  upon  the  Committee  or 
upon  any  other  committee  under  such  plan  and  agreement,  or,  if  such 
plan  and  agreement  shall  constitute  managers  of  said  reorganization  or 
readju.stment,  on  the  managers  thereunder,  any  powers  and  discretion 
which  the  Committee  in  its  uncontrolled  discretion  may  deem  proper  or 
expedient,  and  although  not  expressed  or  contemplated  in  this  agreement, 


DISSOLUTION  AND  DISINTEGRATION.         1785 

aud  may  impose  such  conditions  on  participation  therein  or  in  tiie  hem-fits 
thereof  as  the  Committee  may,  as  aforesaid,  deem  wise;  and  full  power 
and  discretion  in  these  respects  is  conferred  upon  the  Committee. 

Whenever  the  Committee  shall  have  prejiared  or  approved  and  adopted 
any  such  plan  and  afjreement,  a  coi)y  thereof  shall  be  filed  with  the  Deposi- 
tary, and  thereupon  a  brief  notice  of  the  fact  of  such  preparation  or 
approval  and  adoption  and  filing  shall  be  published  by  the  Committee 
at  least  twice  in  each  week  for  two  successive  weeks  in  the  Sun  and  The 
New  York  Times  (newspapers  published  in  the  Borough  of  Manhattan, 
City  of  New  York,  N.  Y.),  or  in  case  said  newspapers  or  either  of  them 
are  not  then  being  published,  in  two  other  newspapers  of  general  circula- 
tion published  in  the  Borough  of  Manhattan,  City  of  New  York,  N.  Y. ; 
and  such  publication  shall  be  conclusive  notice  as  of  the  date  of  its  first 
publication  to  all  the  Depositors  and  to  all  holders  of  certificates  of 
deposit  of  the  preparation  or  approval  and  adoption  of  such  plan  and 
agreement  by  the  Committee  and  of  the  filing  of  the  copy  thereof  with 
the  Depositary. 

Any  holder  of  a  certificate  of  deposit  may,  within  the  period  of 
thirty  days  commencing  on  the  date  of  the  first  publication  of  such  notice 
of  the  preparation  or  approval  and  adoption  of  any  plan  and  agreement 
by  the  Committee,  upon  surrender  of  his  certificate  of  deposit,  with  a 
properly  executed  transfer  thereof  to  the  Depositary,  and  upon  the  pay- 
ment of  his  pro  rata  share  of  such  sum  as  the  Committee  may,  in  its  sole 
and  uncontrolled  discretion,  fix  as  a  fair  contribution  for  the  compen- 
sation and  expenses  of  the  Committee,  not  exceeding,  however,  for  such 
compensation  one  per  cent,  of  the  aggregate  par  value  of  the  deposited 
shares  of  preferred  stock,  and  at  the  election  of  the  Committee  upon  his 
reimbursement  also  to  the  Committee  of  his  pro  rata  share  of  all  the  in- 
debtedness, obligations  and  liabilities  of  the  Committee  as  fixed  by  the 
Committee  in  its  uucontrolled  discretion,  withdraw  from  this  agreement ; 
and  tliereupon  he  shall  be  entitleil  to  receive  shares  of  preferred  stock  to 
the  amount  represented  by  his  certificate  of  deposit.  Holders  of  certifi- 
cates of  deposit  so  withdrawing  shall,  upon  such  withdrawal,  without  any 
further  act,  be  fully  relieved  from  the  obligations  of  this  agreement,  and 
shall  cease  to  have  any  rights  hereunder.  Holders  of  certificates  of  deposit 
who  do  not  so  withdraw  within  said  period  of  thirty  days  shall  be  con- 
clusively and  finally  deemed  for  all  purposes  to  have  irrevocably  waived  the 
right  of  withdrawal  hereby  given  to  them,  and  such  plan  and  agreement 
shall  be  binding  on  all  holders  of  certificates  of  deposit  who  shall  not  have 
so  withdrawn  their  deposited  shares  of  preferred  stock,  all  of  whom 
shall  be  conclusively  and  finally  deemed  for  all  purposes  to  have  assented 
to  the  said  plan  and  agreement  and  the  terms  thereof,  whether  they  receive 
actual  notice  or  not,  and  be  irrevocably  bound  and  concluded  by  the  same. 
No  holder  of  any  certificate  of  deposit  shall,  at""  any  time  prior  to  the 
first  publication  of  such  notice  of  the  preparation  or  approval  and  adop- 
tion by  the  Committee  of  a  plan  of  reorganization  or  readjustment,  be 
entitled  to  withdraw  from  this  agreement  or  to  receive  the  deposited 
shares  of  preferred  stock  represented  by  the  certificate  of  deposit  held  by 
him  or  any  of  them,  except  as  provided  by  the  next  succeeding  paragraph 
of  this  agreement  and  except  also  in  the  event  of  the  amendment  or  ter- 
mination of  this  agreement  as  provided  by  Articles  Seventh  and  Eighth 


1786     CORPORATION  FORMS  AND  PRECEDENTS. 

hereof   and   then   only   subject   to   the   conditions   and   limitations   in   said 
respective  articles  i^rovided. 

In  the  event  that  no  notice  of  the  preparation  or  approval  and  adop- 
tion of  any  plan  and  agreement  of  reorganization  or  readjustment  shall  be 
given  by  the  Committee  within  one  year  from  the  date  of  this  agreement 
by  the  first  publication  of  such  notice  within  said  period  of  one  year  from 
the  date  hereof,  any  holder  of  a  certificate  of  deposit  may,  after  the  expira- 
tion of  said  period  of  one  year,  withdraw  from  this  agreement  upon  sur- 
render of  his  certificate  of  deposit,  with  a  properly  executed  transfer 
thereof  to  the  Depositary,  and  upon  the  payment  of  his  pro  rata  share  of 
such  sum  as  the  Committee  may,  in  its  sole  and  uncontrolled  discretion, 
fix  as  a  fair  contribution  for  the  compensation  and  expenses  of  the  Com- 
mittee, not  exceeding  however  for  such  compensation  one  per  cent,  of  the 
aggregate  par  value  of  the  deposited  shares  of  preferred  stock,  and  at  the 
election  of  the  Committee  upon  his  reimbursement  also  to  the  Committee 
of  his  pro  rata  share  of  all  the  indebtedness,  obligations  and  liabilities  of 
the  Committee  as  fixed  by  the  Committee  in  its  uncontrolled  discretion* 
and  thereupon  he  shall  be  entitled  to  receive  shares  of  preferred  stock  to 
the  amount  represented  by  his  certificate  of  deposit;  provided,  however, 
that  if  any  notice  of  the  preparation  or  approval  and  adoption  of  anj 
such  plan  and  agreement  of  reorganization  or  readjustment  shall  be  given 
by  the  Committee  in  the  manner  hereinbefore  provided  after  the  expiration 
of  said  period  of  one  yeai;  from  the  date  of  this  agreement,  no  holder  of 
any  certificate  of  deposit  who  shall  not,  prior  to  the  date  of  the  first  publi- 
cation of  such  notice,  havfe  withdrawn  from  this  agreement  as  provided  in 
this  paragraph,  shall  thereafter  be  entitled  to  withdraw  from  this  agree- 
ment except  within  the  period  of  thirty  days  commencing  on  the  date  of 
the  first  publication  of  such  notice  as  hereinbefore  provided. 

Third.  No  enumeration  of  special  powers  by  any  of  the  provisions  of 
this  agreement  shall  be  cqnstrued  to  limit  any  grant  of  general  powers 
contained  in  or  conferred  by  any  of  the  provisions  hereof. 

Fourth.  The  Committee,  as  at  any  time  constituted,  and  notwithstanding 
any  vacancy,  shall  have  all  the  powers,  rights  and  interests  of  the  Com- 
mittee as  originally  formed.  The  Committee  may  from  time  to  time  add 
to  its  number  by  electing  by  the  votes  of  a  majority  of  its  members  as 
from  time  to  time  constituted  an  additional  member  or  additional  members, 
and  the  member  or  members  so  elected  shall  have  all  the  powers  of,  and, 
together  with  those  herein  named  or  their  successor  or  successors,  shall 
constitute  the  Committee  under  this  agreement,  with -the  like  force  and 
effect  as  if  they  were  specifically  herein  named  as  parties  of  the  second 
part.  Any  member  of  the  Committee  may  resign  by  filing  written  notice 
of  his  resignation  with  the  secretary  of  the  Committee  or  with  the  Central 
Trust  Company  of  New  York,  the  Depositary.  In  case  at  any  time  a 
vacancy  shall  occur  in  the  Committee  by  death,  resignation  or  otherwise, 
such  vacancy  may  but  need  not  be  filled  by  a  majority  of  the  other  mem- 
bers of  the  Committee  by  the  selection  and  appointment  of  a  successor  to 
fill  such  vacancy,  and  such  successor  shall  have  and  niay  exercise  all  the 
powers  and  authority  under  this  agreement  previously  possessed  by  the 
person  in  whose  place  he  shall  have  been  elected  or  appointed,  and  to  the 
same  extent  and  effect  as  if  he  were  herein  named  as  one  of  the  Com- 
mittee. 


DISSOLrTlOX  AND   DISfXTKORATIOX.  1787 

Fifth.  ]I<)lders  of  the  preferred  sto<k  of  the  Toljaeco  Company  may 
become  parties  to  this  agreement  by  depositing,  under  the  terms  of  this 
agreement  within  such  period  as  the  Committee  may  from  time  to  time  limit 
for  that  purpose,  with  the  Central  Trust  Company  of  New  York,  the  Deposi- 
tary under  this  agreement  and  herein  sometimes  referred  to  as  the  Deposi- 
tary, the  certififatrs  representing  the  shares  of  preferred  stoi-k  held  by  them 
respectively,  properly  endorsed  in  blank,  and  bearing  all  stock  transfer 
stamps  required  by  the  laws  of  tlie  State  of  New  York.  Tlie  deposited 
shares  of  ])referred  stock  shall  be  held  by  the  Depositary  subject  to  the 
order  of  the  Committee.  Neither  the  Depositary  nor  the  Committee  shall 
be  liable  for  any  action  taken  in  good  faith  in  the  belief  that  any  cer- 
tificate of  stock  or  other  document  or  signature  is  genuine,  and  any  loss 
or  liability  of  the  Depositary  or  of  the  Committee,  caused  otherwise  than 
by  bad  faith,  shall  be  conclusively  deemed  to  be  part  of  the  expenses 
of  the  Committee,  as  herein  provided  for. 

Tor  every  such  deposit  certificates  of  deposit  issued  by  the  Depositary, 
in  substantially  the  form  hereto  attached  and  marked  Schedule  A,  shall  be 
delivered  to  the  Depositors.  Said  certificates  of  deposit  shall  be  registered 
as  to  ownership  in  the  name  of  the  owner  at  the  office  of  the  Central  Trust 
Company  of  New  York  or  of  such  other  Trust  Company  as  may  be  desig- 
nated liy  tho  Committee  as  the  registrar  thereof,  and  thereafter  no  transfer 
thereof  shall  be  valid,  except  upon  the  books  of  said  Trust  Company  upon 
surrender  of  said  certificates  properly  endorsed.  The  deposit  of  shares  of 
preferred  stock  and  the  acceptance  of  a  certifi^-ate  or  certificates  of  deposit 
therefor  shall  have  the  same  force  and  effect  as  though  the  depositor  had 
in  fact  executed  this  agreement.  Upon  the  transfer  of  any  certificate  of 
deposit  the  transferee  shall,  for  all  i)urposes,  be  substituted  for  the  prior 
holder,  and  the  registered  holders  of  the  respective  certificates  of  deposit 
may  be  treated  as  the  absolute  owners  thereof  and  of  all  the  rights  of 
the  original  depositor,  and  neither  the  Committee  nor  the  Depositary  shall 
be  affected  by  any  notice  to  the  contrary.  The  Committee  may,  in  its  dis- 
cretion,  from  time  to  time,  cause  the  transfer  books  of  the  certificates  of 
deposit  to' be  closed  for  such  period  or  periods  as  it  may  deem  expedient. 
The  Committee  may  from  time  to  time  appoint  such  registrar  or  registrars 
of  certificates  of  deposit  as  it  may  determine. 

Sixth.  The  Committee  may  act  by  a  majority  of  its  members  either  at 
a  meeting  or  in  writing  without  a  meeting.  Any  member  of  the  Committee 
may  vote  or  act  by  pfoxy  (who  may,  but  need  not,  be  another  member  of 
the  Committee),  and  the  vote  or  act  of  such  proxy  shall  be  as  effective  as 
the  vote  or  act  of  such  member  appointing  such  proxy.  The  Committee 
may  limit  or  extend  the  time  within  which,  and  fix  the  conditions  under 
which,  deposits  may  be  made  under  this  agreement,  and  may  impose  penal- 
ties in  respect  to  deposits  received  after  such  limit  shall  have  expired,  and 
either  generally  or  in  special  instances  may  in  its  discretion,  after  the 
time  limit  has  expired,  accept  deposits  of  preferred  stock  or  otherwise 
obtain  the  assent  of  the  holders  of  any  preferred  stock  to  this  agreement 
and  the  terms  and  coiulitions  thereof.  The  Committee  shall  have  the  power 
to  employ  such  depositaries,  counsel,  attorneys,  agents  or  employees  as 
in  its  judgment  shall  l)e  necessary  or  useful,  and  shall  he  entitled  to  a 
reasonable  compensation  for  its  services.  Neither  the  Committee  nor  any 
of  its  members  nor  the  Depositary  shall  bo  personally  liable   for 'any  act 


1788    CORPORATION  FORMS  AND  PRECEDENTS. 

or  omission  of  any  agent,  attorney  or  employee  selected  in  good  I'ailh,  nor 
for  any  error  of  judgment  or  mistake  of  law,  nor  for  anything  other  than 
wilful  malfeasance.  The  Depositary  in  all  things  hereunder  shall  be 
subject  to  the  directions  of,  and  responsible  to,  the  Committee  alone.  No 
member  of  the  Committee  shall  be  liable  for  the  act  or  acts  of  any  other 
member,  nor  for  anything  but  his  own  wilful  malfeasance.  For  the  pur- 
pose of  securing  funds  necessary  for  the  payment  of  the  expenses  and 
liabilities  of  the  Committee,  or  to  pay  liens,  charges  or  assessments  upon 
or  in  respect  to  or  otherwise  to  protect  the  property  or  any  portion  thereof 
at  any  time  purchased  or  acquired  by  or  on  behalf  of  the  Committee  under 
the  authority  conferred  by  any  of  the  provisions  of  this  agreement  or 
the  deposited  shares  of  preferred  stock,  the  Committee  may  borrow  money 
and  pledge  as  security  for  the  repayment  thereof  the  deposited  shares 
of  preferred  stock  and  any  property  purchased  or  acquired  by  or  on 
behalf  of  the  Committee  under  the  authority  conferred  by  any  of  the 
jiro visions  of  this  agreement,  or  any  part  or  portion  of  said  shares  of 
preferred  stock  and  property;  and  if  any  sum  shall  be  collected  by  the 
Committee  upon  the  deposited  shares  of  preferred  stock  the  Committee  may 
apply  such  moneys  to  the  payment  of  any  sum  so  borrowed  and  to  the  pay- 
ment of  its  compensation,  expenses,  obligations  and  liabilities. 

Any  member  of  the  Committee  and  any  firm  or  corporation  of  which  he 
may  be  a  member  or  officer,  and  the  Depositary,  its  officers  and  agents, 
may  be  or  become  pecuniarily  interested  in  any  property  or  matters  which 
are  or  may  become  the  subject  of  this  agreement  or  of  any  plan  and  agree- 
ment of  reorganization  or  readjustment  which  the  Committee  may  prepare 
or  approve  and  adopt  as  herein  provided,  and  may  contract  with  the 
Committee  or  be  a  member  or  manager  of  any  other  committee  or  of  any 
syndicate  which  may  contract  with  the  Committee  or  be  formed  in  con- 
templation of  or  in  connection  with  any  plan  and  agreement  of  reorganiza- 
tion or  readjustment  of  the  Tobacco  Company,  its  affairs  and  properties, 
under  and  in  pursuance  of  the  decision  of  the  Supreme  Court  of  the  United 
States  hereinbefore  referred  to. 

Upon  the  termination  of  this  agreement,  and  after  the  payment  in  full 
of  the  compensation  and  expenses  of  the  Committee  and  also  of  all  of 
its  indebtedness,  obligations  and  liabilities,  the  money  or  other  property 
acquired  by  or  on  behalf  of  the  Committee  and  not  previously  or  simul- 
taneously sold,  contracted  to  be  sold  or  otherwise  disposed  of  by  the 
Committee,  shall  be  distributed  pro  rata  among  the  holders  of  the  outstand- 
ing certificates  of  deposit  issued  under  this  agreement  in  accordance  with 
such  reasonable  regulations  as  the  Committee  may  prescribe  and  upon 
surrender  to  the  Depositary  of  their  respective  certificates  of  deposit  properly 
endorsed  in  blank. 

Seventh.  The  Committee  is  hereby  authorized  and  empowered  to  con- 
strue this  agreement,  and  its  construction  of  the  same  made  in  good  faith 
shall  be  final,  conclusive  and  binding  upon  the  Depositors  and  upon  the 
holders  of  all  certificates  of  deposit.  It  may  supply  defects  and  omissions 
herein,  or  may  make  such  modifications  as  in  its  judgment  may  be  expedi- 
ent or  necessary  to  carry  out  the  same  properly  and  effectively  and  its 
judgment  as  to  such  expediency  or  necessity  shall  be  final.  The  Committee 
shall  have  power  whenever  in  its  judgment  it  may  be  advisable  to  amend 
this  agreement.     All  amendments  shall  bo  filed  with  the  Depositary;   but 


DISSOLUTION  AND  DISINTEGRATION.  1789 

if  in  the  jiulf^ient  of  the  Committee,  which  shall  be  coneiusive  and  bind- 
ing, any  such  amendment  shall  materially  alVect  the  rights  of  holders  of 
certificates  of  deposit,  notice  of  such  filing  shall  )je  given  ity  jniblication 
twice  in  each  week  for  two  successive  wepks  in  the  Sun  and  The  New  York 
Times  (newspapers  published  in  the  Horough  of  Manhattan,  City  of  New 
York,  N.  Y.),  or  in  case  said  newspapers  or  either  of  them  are  not  then 
published,  in  two  other  newspapers  of  general  circulation  published  in 
the  Borough  of  Manhattan,  City  of  New  York,  N.  Y.  Any  holder  of  a 
certificate  of  deposit  may  at  any  time  within  two  weeks  after  the  first 
publication  of  such  notice,  upon  the  surrender  of  his  certificate  of  deposit 
properly  endorsed  in  blank  to  the  Dc[)ositary,  and  upon  the  payment  of 
his  pro  rata  share  of  such  sum  as  the  Committee  may  in  its  sole  and 
uncontrolled  discretion  fix  as  a  fair  contribution  toward  the  compensation 
and  expenses  of  the  Committee,  but  not  exceeding  however  one  per  cent, 
of  the  aggregate  par  value  of  the  deposited  shares  of  preferred  stock,  and 
upon  his  reind)ursement  also  to  the  Committee  of  his  fro  rata  share  of  all 
the  indebtedness,  obligations  and  liabilities  of  the  Committee,  withdraw 
from  this  agreement,  and  thereupon  he  shall  be  entitled  to  receive  shares 
of  preferred  stock  to  the  amount  represented  by  his  certificate  of  deposit. 
Jlolders  of  certificates  of  deposit  so  withdrawn  shall  upon  such  withdrawal 
without  any  further  act  be  fully  relieved  from  the  obligations  of  this 
agreement,  and  shall  cease  to  have  any  rights  hereunder.  Holders  of 
certificates  of  deposit  who  do  not  so  withdraw  within  said  period  of  two 
Aveeks  shall  be  conclusively  and  finally  deemed  for  all  purposes  irrevocably 
bound  and  concluded  by  all  such  amendments  and  whether  or  not  they 
received  actual  notice  of  such  amendments  or  the  filing  thereof. 

Eighth.  If  for  any  reason  the  Committee  shall  consider  it  expedient  at 
any  time  to  terminate  this  agreement  it  may  do  so,  giving  like  notice 
of  its  election  so  to  do  as  hereinbefore  provided  in  respect  of  the  amend- 
ment of  this  agreement.  In  the  event  of  such  termination  of  this  agree- 
ment holders  of  certificates  of  deposit,  upon  payment  of  the  compensation 
and  expenses  of  the  Committee,  not  exceeding  however  for  such  com- 
pensation one  per  cent,  of  the  aggregate  par  value  of  the  deposited  shares 
of  preferred  stock,  and  upon  reimbursement  also  to  the  Committee  of  the 
pro  rata  share  of  such  certificates  of  deposit  of  all  indebtedness,  obligations 
and  liabilities  incurred  by  the  Committee,  shall,  on  surrender  of  their 
certificates  of  deposit  properly  endorsed  in  blank  to  the  Depositary,  be 
entitled  to  the  delivery  of  shares  of  preferred  stock  to  the  amount  repre- 
sented by  their  certificates  of  deposit. 

Ninth.  Holders  of  certificates  of  deposit  by  the  receipt  of  any  shares 
of  stock,  securities,  cash  or  other  property  distributed  by  the  Committee 
and  the  surrender  of  their  certificates  of  deposit,  thereby  release  and  dis- 
charge the  Committee  and  the  Depositary  from  all  liability  and  account- 
ability of  every  kind,  character  and  description  whatsoever. 

Tenth.  An  original  counterpart  of  this  agreement  shall  be  signed  by  the 
Committee  or  a  majority  of  them  and  be  deposited  with  Central  Trust 
Company  of  New  York,  the  Depositary.  By  receiving  a  certificate  of 
deposit  issued  by  the  Depositary,  any  recipient  or  holder  thereof  shall 
thereby  become  and  be  a  party  to  this  agreement  and  be  bound  by  its 
provisions  with  the  same  force  and  effect  as  though  an  actual  subscriber 
hereto.     The  Committee,  by  the  execution  and  delivery  of  this  agreement, 


1790    CORPORATION  FORMS  AND  PRECEDENTS. 

is  not  under  any  obligation,  legal  or  equitable,  expressed  or  implied,  to 
any  holder  of  preferred  stock  who  shall  not  deposit  his  shares  of  stock 
hereunder,  nor  to  any  person  whomsoever  other  than  the  holders  of  certifi- 
cates of  deposit  issued  in  accordance  with  the  terms  of  this  agreement. 
In  Witness  Whereof,  the  members  of  the  Committee,  or  a  majority  of 
them,  have  subscribed  this  agreement  as  of  the  day  and  year  first  above 
written,  and  the  parties  of  the  first  part  have  deposited  their  shares  of  pre- 
ferred stock  and  have  accepted  certificates  of  dei^osit  therefor. 

J.  N.  Wallace, 
Frederick   Strauss, 
Charles  D.  Norton, 
Harry  Bronner, 
Ernest  Iselin. 

Form  2049. 

CERTIFICATE  OF  DEPOSIT  REFERRED  TO  IN  PRECED- 
ING FORM. 

SCHEDULE  A. 
Certificate  of  Deposit  of  Preferred  Stock  of  The  American  Tobacco  Company 

Deposited  under  an  agreement  dated  July  28,  1911,  by  and  between 
J  N.  Wallace,  Frederick  Strauss,  Charles  D.  Norton,  Harry  Bronner 
and  Ernest  Iselin,  Committee,  and  preferred  stockholders  of  The  Amer- 
ican Tobacco  Company  as  parties  thereto. 

The    Central    Trust    Company    of    New   York    hereby    certifies    that    it 

has  received  from   ,   ,  shares  of  Stock  as  above 

stated  in  trust  subject  to  the  terms  and  conditions  of  and  deliverable 
as  stated  in  the  above-mentioned  agreement.  The  holder  hereof  assents 
to  and  is  bound  by  the  provisions  of  said  agreement  by  receiving  this 
certificate,  and  is  entitled  to  receive  all  the  securities,  benefits  and 
advantages  to  which  the  depositor  of  said  shares  is  or  may  become 
entitled  pursuant  to  the  provisions  of  said  agreement. 

The  interest  represented  by  this  certificate  is  assignable  subject  to 
the  terms  and  conditions  of  said  agreement  by  transfer  upon  books 
kept  by  this  Company  for  that  purpose  by  the  holder  hereof  in  per- 
son or  by  attorney  upon  the  surrender  of  this  Certificate,  duly  endorsed 
for  transfer. 

New  York,    ,  19 ... . 

Central  Trust  Company  of  New  York, 

By  

Vice-President. 


Assistant  Secretary. 
[Reverse.] 

For  value  received,  hereby  sell,  assign  and  transfer  unto 

the    within    Certificate,    and    all    rights    and    interests 

represented  thereby,  and  do  hereby  irrevocably  constitute  and  appoint 


DISSOLUTION  AXI)  DISINTEGRATION.  1791 

Attorney  to   transfer  the   same   on   the  books   of   the 

said   Tni.st    <  onipariy,    with    full    power   of   substitution    in    the    iiromises. 

Dated    ,    19.  ..  . 

[I-  s.] 

In    jircsonce   of 


Notice:  The  signature  to  this  assignment  must  correspond  with  the 
name  as  written  upon  the  face  of  the  certificate,  in  every  particular, 
without   alteration    or   enlargement,   or   any   change    whatever. 

See  form  next  preceding  and  notes  thereunder. 

« 

Form  2050. 
CERTIFICATE  OF  DEPOSIT  OF  BONDS. 

SCHEDULE  A. 

Certificate  of  Deposit 
for 

The  American  Tobacco  Company  Forty- Year  Six  Per  Cent.  Gold  Bond 
issued  under  and  secured  by  a  deed  of  trust  dated  October  20,  1904, 
under  which  the  Guaranty  Trust  Company  of  New  York  is  successor 
Trustee  (with  Coupon  maturing  October  1st,  1911,  and  all  coupons 
maturing  subsequently  thereto  attached,  if  a  coupon  bond),  depositeil 
under  an  Agreement  dated  July  28,  1911,  between  the  holders  of  said 
bonds  and  Alexander  J.  Hemphill,  T.  De  Witt  Cuyler,  Rowland  Davis, 
J.   Horace   Harding   and    Albert   H.   Wiggin,    Committee. 

Any  interest  which  may  be  collected  upon  the  bond  represented  by 
this  Certificate  will  be  paid  to  the  holder  hereof  upon  presentation  of 
this  Certificate  for  proper  endorsement. 

No 

Guaranty  Trust  Company  of  New  York 

Hereby  certifies  that  it  has  received    bond    of  the 

issue   aforesaid   of  the  face  value  of  principal  of    dollars 

with  coupons  attached,  as  above  stated.  Said  bond  has  been  deposited 
in  trust  subject  to  the  terms  and  conditions  of  and  is  deliverable  as 
stated  in  the  above  mentioned  agreement.  The  holder  hereof  assents 
to  and  is  bound  by  the  provisions  of  said  agreement  by  receiving  this 
certificate  and  is  entitled  to  receive  all  the  securities,  benefits  and 
advantages  to  which  the  depositor  of  such  bond  is  or  may  become 
entitled  pursuant  to  the  provisions  of  said  agreement.  The  interest 
represented  by  this  certificate  is  transferable,  subject  to  the  terms  and 
conditions  of  said  agreement,  by  the  delivery  of  this  certificate.  This 
certificate  may  be  registered  as  to  ownership,  but  after  registration  no 
transfer  except  on  the  books  of  the  Guaranty  Trust  Company  of  New 
York  shall  be  valid  unless  the  last  transfer  be  to  bearer,  when  this 
Certificate  will  be  transferable  by  delivery  as  before. 

New  York,   ,  19.  .  .  . 

Guaranty  Trust  Company  of  New  York, 
By   '. ; 


1792     CORPORATION  FORMS  AND  PRECEDENTS. 


Date  of  Registry. 


[Reverse.] 

In  whose  Name 

Registered. 


Guaranty  Trust  Co.  of 
New   York,   Registrar. 


Know  all  men  by  these  presents: 

That  the  undersigned,  for  value  received,  have  bar- 
gained, sold,  assigned  and  transferred,  and  by  these  presents  do  bargain, 

Bell,  assign  and  transfer  unto all  the  property,  right, 

title  and  interest  represented  by  the  within  certificate,  subject  however 
to   all   the   terms   and   conditions   of  the   agreement  referred   to   therein, 

and   do   hereby  constitute   and  appoint    true   and  lawful 

attorney  irrevocable,  for and  in   name  and  stead,  but 

to   use,  to  sell,  assign,  transfer  and  set  over  all  said  property, 

right,  title  and  interest,  and  for  that  purpose  to  make  and  execute  all 
necessary  acts  of  assignment  and  transfer,  and  one  or  more  persons  to 
substitute    with    like   full    power,    hereby    ratifying    and    confirming    all 

that    said   attorney   or    substitute   or   substitutes   shall 

lawfully  ilo  by  virtue  hereof. 

In  witness  whereof, have  hereunto  set   

hand  and  seal  this day  of   ,  19.  .  .  . 


Signed,  Sealed  and  delivered   ) 
in  the  presence  of  ( 

Notice:  The  signature  to  this  assignment  must  correspond  to  the 
name  in  which  this  certificate  is  registered  in  every  particular,  without 
alteration   or  enlargement,   or   any   change   whatever. 

An  agreement  was  prepared  for  the  holders  of  the  four  per  cent,  gold  bonds 
substantially  similar  to  that  set  forth  in  Form  2048,  supra. 

See  Form  2047,  supra,  and  notes  thereunder. 


Form  2051. 

FORWARDING  SCHEDULE  OF  SECURITIES  SENT  TO 
DEPOSITARY. 

Date    No 

Guaranty  Trust  Company  of  New  York, 
28  Nassau  Street,  New  York: 

Herewith  find  $ The  American  Tobacco  Company  Six  Per 

Cent.   Bonds   with   October    1,   1911,   and   subsequent    coupons    attached; 
as  per   numbers  below. 

COUPON  BONDS.  REGISTERED  BONDS. 


Numbers 

Amount 

Ctfs.  of  Deposit  Issued] 

Numbers 

Ctfs.  ot  Deposit  Issued 

Numbers 

Amount 

Numbers 

Amount 

$ 

$ 

$ 

$ 

DISSOLUTION  AND  DISINTEGRATION.  1793 

Kiutlly    forward    your    Certificate    of    Deposit    by    express — registered 

mail,  valued  at  $ ,  at  my  expense  to, 

Listed  by    Name    

Checked  by    Address    


See  Forms  1:047-2U50,  supra,  ami  notes  thereunder. 

Form  2052. 

NOTICE  OF  EXTENSION  OF  TIME  TO  DEPOSIT  BONDS 
AND  OF  PAYMENT  OF  EXPENSES  OF  COMMITTEE. 

The   Amerieau   Tobacco   Conipauy 
Forty- Year  Six  Per  Cent.  Gold  Bonds. 
To  The   Holders  of  the  Forty- Year  Six  P6r  Cent.   Gobi   Bonds   of  The 
Amerieau   Tobacco   Company: 
Referring   to   the   circular-letter   of   the   Committee   of   July   28,    1911, 
the    Committee    now    desires    to    announce    that   the   time    within    which 
bonds  may  be  deposited  without  penalty  has  been  extended   until  Sep- 
tember 28,   1911,  after  which   date  no  bonds  will  be  received  except   in 
the  discretion  of  the  Committee  and  upon  such  terms  as  it  may  impose. 
The  Committee  further  calls  attention  to  the  announcement  made  by 
the  General  Counsel  for  The  American  Tobacco  Company,  as  follows: 

"At  a  conference  held  today  between  the  Judges  of  the  Circuit  Court, 
the  Attorney  General,  and  representatives  of  The  American  Tobacco 
Co.  with  reference  to  the  plan  of  reorganization,  the  Court  expressed 
the  opinion  that  the  exj^enses  of  the  respective  committees  for  the  6% 
bonds,  4%  bonds,  and  the  preferred  stock  should  be  paid  by  the  Com- 
pany and  authorized  a  statement  to  that  effect  to  be  made." 

The  Committee  urges  the  necessity  for  immediate  and  concerted  action 
for  the  protection  of  the  interests  of  the  bondholders,  and  requests  the 
deposit  of  bonds  with  the  Guaranty  Trust  Company  of  New  York,  the 
Committee's  depositary. 

Copies  of  the  Deposit  Agreement  may  be  obtained  from  the  depositary 
or   the   Secretary   of   the   Committee.      The   Committee's    Certificates    of 
Deposit  have  been  listed  upon  the  New  York  Stock  Exchange. 
Dated  September  1,  1911. 

Alexander   J.    Hemphill,   Chairman, 
T,  De  Witt  Cuyler, 
Howland  Davis, 
J.  Horace  Harding, 
Albert  H.  Wiggin, 


Committee. 


Lewis  B.  Franklin,  Secretary, 

28  Nassau  Street,  New  York,  N.  Y. 
Morgan  .1.  O'Brien, 

Counsel. 
See  Forms  2047-2051,  supra,  and  notes  thereunder. 


1794     CORPORATION  FORMS  AND  PRECEDENTS. 

Form  2053. 

PUBLISHED  NOTICE  EXTENDING  TIME  FOR  DEPOSIT- 
ING BONDS  UNDER  AFORESAID  AGREEMENT. 

The  Americau  Tobacco  Co.  Forty-Year  Six  Per  Cent.  Gold  Bonds. 
To  The  Holders  of  The  Forty-Year  Six  Per  Cent.  Gold  Bonds  of  The 
American  Tobacco  Company: 
The  Six  Per  Cent.  Bondholders'  Committee  under  the  Deposit  Agree- 
ment dated  July  28th,  1911,  hereby  gives  notice  that  the  time  for  the 
deposit  without  penalty  of  said  bonds  with  the  Guaranty  Trust  Com- 
pany of  New  York,  28  Nassau  Street,  New  York,  is  hereby  extended 
until  the  close  of  business  September  28th,  1911,  after  which  date  no 
further  deposits  will  be  received  except  in  the  discretion  of  the  Com- 
mittee and  subject  to  such  penalty  as  it  may  impose. 

Announcement  is  hereby  made  that  the  certificates  of  deposit  issued 
against  such  deposited  bonds  have  been  listed  on  the  New  York  Stock 
Exchange. 

The  Committee  is  advised  that  The  American  Tobacco  Company  has 
expressed  to  the  Court  its  willingness  to  pay  the  reasonable  compensa- 
tion and  expenses  of  the  respective  Committees,  and  that  the  Court 
authorized  the  Company  to  make  such  a  statement  to  the  holders  of  the 
bon<ls  and  of  the  shares  of  preferred  stock  of  the  Company. 
Dated  September  12th,  1911. 

Alexander   J.    Hemphill,   Chairman, 
T.  De  Witt  Cuyler, 
Howland  Davis, 
J.  Horace  Harding, 
Albert  H.  Wiggin, 

Committee. 
Lewis  B.  Franklin,  Secretary, 

28   Nassau   St.,  New   York   City. 
Morgan   J.   O'Brien,   Counsel. 

See  Forms  2047-2052,  suj^rci,  and  notes  thereunder. 

Form  2054. 

NOTICE  OF  LISTING  OF  CERTIFICATES  FOR  STOCK 

DEPOSITED,  AND  EXTENSION  OF  TIME  TO 

DEPOSIT  STOCK,  ETC. 

The   American   Tobacco   Co.   Preferred   Stock. 
To  The  Holders  of  Preferred  Stock  of  The  American  Tobacco  Company: 

Announcement  is  hereby  made  that  over  a  majority  of  the  preferred 
stock  of  The  American  Tobacco  Company  has  been  deposited  under  the 
deposit  agreement  bearing  date  of  July  28th,  1911,  with  Central '  Trust 
Company  of   New  York   as   Depositary. 

Announcement  is  hereby  made  that  the  certificates  of  deposit  issued 
against  such  deposited  shares  have  been  listed  on  the  New  York  Stock 
Exchange. 

The  Committee  is  advised  that  The  American  Tobacco  Company  has 
expressed  to  the  Court  its  willingness  to  pay  the  reasonable  compensa- 


DISSOLL'TIUN  AND  DISINTKGKATIOX.  179j 

tion  and  expenses  of  the  respective  Connnittees,  and  that  the  Court 
authorized  the  Company  to  make  such  a  statement  to  the  holders  of  the 
bonds  and   of   the  shares   of   the   Preferred   Stock   of  the   Company. 

The  undersigned,  pursuant  to  the  power  contained  in  said  agreement, 

hereby  extend   tlie  time   within   whicli   deposits   of   preferred   stock   may 

be  made  to  and  including  September  15th,  1911,  after  which  no  deposits 

will  be  received  except  under  such  terms  as  the  Committee  may  impose. 

Dated  Sept.  12th,   1911. 

J.   N.    Wallace,   Chairman, 
Frederick  Strauss, 
Charles  D.   Norton, 
Harry  Bronner, 
Ernest   Iselin, 

Committee. 
F.    L.   Babcock,   Secretary, 

54  Wall   Street,   New  York   City. 
Adrian  H.  Larkin,  Counsel. 

See  Forms   2047-2053,   supra,  and   notes   thereunder. 

Form  2055. 

NOTICE  OF  APPROVAL  OF  PLAN  AND   OF  RIGHT  TO 
WITHDRAW  BONDS. 

To  the   holders  of  Certificates   of   Deposit   of   Forty-Year   Six  Per   Cent. 
Gold   Bonds   of   The   American   Tobacco    Company,    issued   under   the 
Deposit  Agreement  dated  July  28,   1911,  and  to  the  holders  of  said 
Forty- Year    Six    Per    Cent.    Bonds    of    said    The    American    Tobacco 
Company : 
Notice   is   hereby   given   that   a   jjlan   for   the   reorganization   or   read- 
justment of  The  American  Tobacco  Company  and  of  its  allied  and  sub- 
sidiary   companies    has    been    approved    by    the    judges    of    the    United 
States  Circuit  Court  for  the  Southern  District  of  New  York,  and  that 
said   plan   has   been   approved  "by   the   Committee   appointed   under   the 
Deposit  Agreement  of  holders  of  Forty-Year   Six  Per  Cent.  Gold  Bonds 
of  said  The  American  Tobacco  Company,  dated  July  28,  1911.     A  copy 
of  said  plan  as  thus  adopted  and  approved  is  on  file  with  the  Depositary, 
the    Guaranty    Trust    Company   of    New    York,    28    Nassau    Street,    New 
York  City,  and  is  open  to  the  inspection  of  all  holders  of  Certificates  of 
Deposit.      Hohlers   of   such    Certificates    of   Deposit   who   shall    desire   to 
withdraw  their  bonds  may  do  so  pursuant  to  the  terras  of  said  Deposit 
Agreement    without    expense,     upon    surrender    of    their     Certificates     of 
Deposit  on  or  before  December  .30,  1911. 

For  the  purpose  of  facilitating  the  carrying  into  effect  of  said  plan 
as  thus  approved  and  adopted  the  Guaranty  Trust  Company  of  New 
York,  the  Depositary  under  said  Deposit  Agreement  dated  July  28,  1911, 
will  receive  on  or  before  December  '.W,  1911,  without  expense  to  the 
bondholders,  the  deposit  subject  to  the  said  plan  as  so  approved,  of  any 
of  said  Forty-Year  Six  Per  Cent.  Gold  Bonds  of  said  The  American 
Tobacco  Company  not  heretofore  deposite<l.  Certificates  issued  against 
any  deposits  so  made  will  be  stamped  so  as  to  show  that  the  depositor 
availing  of  this  privilege  assents  to  the  plan  and  authorizes  the  Depositary 


1796    CORPORATION  FORMS  AND  PRECEDENTS. 

to  exchange  the  bonds  so  deposited  for  the  bonds  and  cash  deliverable 
under  the  offer  contained  in  the  said  plan. 

Bonds  now  on  deposit,  and  not  withdrawn  in  accordance  herewith,  together 
with  bonds  hereafter  deposited,  will  be  exchanged  by  the  Depositary  for 
cash  and  new  securities  as  provided  for  in  the  plan,  without  expense  to 
depositors,  and  such  cash  and  new  securities,  when  received,  will  be  deliv- 
ered upon  surrender  of  certificates  of  deposit  then  outstanding. 
Dated  November  27,    1911. 

Alexander    J.    Hemphill,    Chairman, 
T.  De  Witt  Cuyler, 
Howland  Davis, 
J.   Horace   Harding, 
Albert  H.  Wiggin, 
Lewis  B.  Franklin,  Secretary,  Committee. 

28  Nassau  Street,  New  York,  N.  Y. 
Morgan  J.   O  'Brien, 

Counsel. 
See  Forms  2047-2C54,  supra,  and  notes  thereunder. 

Form  2056. 
CIRCULAR  LETTER  CONCERNING  NOTICE  IN  PRECED- 
ING FORM. 

Bondholders'    Protective    Committee    of    The   American    Tobacco    Company 

Forty- Year  6%  Bonds. 
To  the  Holders  of  the  Forty- Year  Six  Per  Cent.  Gold  Bonds  of  The 
American  Tobacco  Company: 
We  beg  to  advise  you  that  on  November  16,  1911,  the  Circuit  Court  of 
the  United  States,  for  the  Southern  District  of  New  York,  entered  a 
Decree  adopting  a  plan  relative  to  the  readjustment  of  The  American 
Tobacco  Company,  its  affairs  and  properties.  A  copy  of  the  Decree  is  on 
file  at  the  office  of  the  Depositary,  Guaranty  Trust  Company  of  New 
York,  28  Nassau  Street,  New  York,  N.  Y. 

'Enclosed  herewith  you  will  find  copy  of  advertisement  addressed  to  the 
holders  of  The  American  Tobacco  Company  G%  Bonds  and  a  copy  of  the 
Decree  containing   the   plan. 

Your    Committee,    representing    more    than    a    majority    of   such    bonds, 
being  of  the  opinion   that  this  plan   secures  the  rights  of  the  6%   Bond- 
holders,  has,   by   resolution,   approved    and   adopted   said   plan   as   covered 
in  the  Decree  of  the  United  States  Circuit  Court. 
Dated  November  27,  1911. 

Alexander  J.  Hemphill,  Chairman. 
T.  De  Witt  Cuyler, 
Howland   Davis, 
J.  Horace  Harding, 
Albert  H.  Wiggin, 


Lewis  B.  Franklin,  Secretary, 

28  Nassau  Street,  New  York,  N.  Y. 
Morgan  J.  O'Brien,    Counsel. 
See  Form   2047-2055,  supra,  and   notes   thereunder. 


Committee. 


DISSOLUTION  AND  DISINTEGRATION.  1797 

Form  2057. 

CIRCULAR  TO  SECURITY-HOLDERS  IN  REFERENCE  TO 
PLAN  OF  DISINTEGRATION. 

The  Aiiierican  Tobacco  Company, 
111  Fifth  Avenue,  New  York. 

December  9th,  1911. 
By  a  decree  of  the  Oircuit  Court  of  the  United  States  for  the  Southern 
District  of  Xew  York,  made  and  entero<l  on  November  IG,  1911,  in  the  case 
of  the  United  States  of  America  vs.  The  American  Tobacco  Company  and 
others,  a  plan  of  disintegration  was  approved,  which  in  substance  pro- 
vided, among  other  things,  as  follows: 

(a)  The  distribution  by  The  American  Tobacco  Company  to  common 
stockholders  of  the  Company  of  certain  stocks  held  by  it,  the  value  thereof 
to   be  charged  against   its   surplus; 

(b)  The  organization  of  two  new  companies  to  engage  in  the  busi- 
ness of  manufacturing  and  selling  tobacco  to  be  called  respectively 
Liggett  &  Myers  Tobacco  Company  and  P.  Lorillard  Company,  and  the 
conveyance  by  The  American  Tobacco  Company  to  these  companies  re- 
spectively of  certain  factories,  plants,  brands  and  businesses,  and  the 
capital  stocks  of  tobacco  manufacturing  corporations,  in  consideration 
of  7%  bonds,  5%  bonds,  7%  cumulative  preferred  stock  and  common 
stock  to  be  issued  in  payment  for  said  assets  by  these  two  companies; 
and 

(c)  The  sale  at  par  of  the  common  stocks  of  these  two  new  com- 
panies thus  acquired  by  The  American  Tobacco  Company  to  its  common 
stockholders  pro  rata;  the  exchange  of  the  preferred  stocks  of  these  two 
new  companies  for  an  equal  amount  of  the  existing  preferred  stock  of 
The  American  Tobacco  Company,  the  latter  to  be  cancelled  when  thus 
exchanged;  the  conferring  upon  the  remaining  preferred  stock  of  The 
American  Tobacco  Company,  not  thus  exchanged,  of  full  voting  rights ; 
the  exchange  of  the  7%  bonds  of  these  two  new  companies  for  an  equal 
amount  of  the  6%  bonds  of  The  American  Tobacco  Company,  the  latter 
to  be  retired;  the  exchange  of  the  5%  bonds  of  these  two  new  companies 
for  an  equal  amount  of  the  4%  bonds  of  The  American  Tobacco  Company, 
the  latter  to  be  retired;  and  the  retirement  for  cash  of  6%  bonds  and 
4%  bonds  of  The  American  Tobacco  Company  not  thus  exchanged. 

The  7%  bonds  and  the  5%  bonds  of  the  two  new  companies  to  be 
in  the  aggregate  exactly  sufficient  in  amount  for  the  retirement  upon 
said  exchange  respectively  of  one-half  of  the  existing  6%  bonds  and  one 
half  of  the  4%  bonds  of  The  American  Tobacco  Company;  and  the 
provisions  for  retirement  of  bonds  in  cash  to  be  applicable  to  the  one- 
half  of  the  6%  bonds  and  the  one-half  of  the  4%  bonds  not  entitled  to 
the  privilege  of  exchange,  and  upon  the  basis  of  120%  of  the  par  value 
of  the  6%  bonds,  and  96%  of  the  par  value  of  the  4%  bonds,  with  accrued 
interest  in  each  case. 

Under  rosohition  adopted  by  the  Board  of  Directors,  of  The  American 
Tobacco  Company  pursuant  to  the  said  decree,  this  announcement  is  made: 


1798     CORPORATION  FORMS  AND  PRECEDENTS. 

DISTRIBUTION    OF    STOCK   TO    COMMON    STOCKHOLDERS. 

Certain  stocks  now  held  by  The  American  Tobacco  Company  will  be 
distributed  to  common  stockholders  of  the  Company  of  record  at  the 
close  of  business  on  December  1,  1911.  Each  of  said  common  stock- 
holders will  be  entitled  to  receive  upon  each  share  of  the  common  stock 
standing  in  his  name  December  1,  1911,  the  following  securities  (all  of 
which  are  in  shares  of  the  par  value  of  $100  each,  except  the  shares 
of  British- American  Tobacco  Company,  Limited,*  which  are  of  the  par 
value  of  £1  each) : 

75908 

American  bnuflf  Company  common  stock of  a  sliare 

401824 
23764 

American  Snuff  Company  preferred  stock of  a  .share 

401824 
27602 

George  W.  Helme  Company  common  stock of  a  share 

401824 
27602 

Weyman-Bruton  Company  common  stock of  a  share 

401824 
21129 

MacAndrews  &  Forbes  Company  common  stock of  a  share 

401824 
7043 

J.  S.  Young  Company  common  stock of  a  share 

401824 
4950 

The   Conley   Foil   Company  stock of  a  share 

•  401824 

1800 

The  Johnston  Tin  Foil  &  Metal  Company  stock of  a  share 

401824 
50000 

R.  J.  Reynolds  Tobacco  Company  stock of  a  share 

401824 
60000 

Corporation  of  United  Cigar  Stores  stock ■ of  a  share 

401824 
13236 

Porto  Eican-American  Tobacco  Company  stock of  a  thare 

401824 
270892 

British-American    Tobacco    Company,    Limited,     ordinary  of  a  share 

shares     (£1    each)     401824 

Each  common  stockholder  of  The  American  Tobacco  Company  may  in 
advance  ascertain  the  number  of  shares  that  he  will  be  entitled  to  receive, 
by  multiplying  the  foregoing  fractions  by  the  number  of  shares  of  com- 
mon stock  of  The  American  Tobacco  Company  standing  in  his  name  on 
December  1,  1911. 

Certificates  of  stock  will  be  i^ued  only  for  whole  shares.  Each  com- 
mon stockholder  will  receive  stock  certificates  for  the  whole  number  of 
shares,   and  warrants  for   the  fraction   of  shares,   to   which  he   is  entitled 


i 


DISSOLrTIOX  AND  DISIXTEGRATIOX.  1799 

Such  warrants  will  not  entitle  the  holder  thereof  to  vote,  or  to  receive 
dividends,  but  by  combining  sueh  fractions  into  whole  shares,  or  multiples 
thereof,  the  warrants  may  at  any  time  be  converted  into  stock  certificates, 
at   which   time   the  holder   thereof  will   receive   accrued   dividends,   if   any. 

The  shares  of  stock  thus  distributed  will  not  carry  or  entitle  the  holder 
to   receive  any   dividend   declared  thereon  prior  to   January   1,   1912. 

All  certificates  of  stock  except  those  of  British- American  Tobacco  Com- 
j)any.  Limited,  and  all  warrants  for  fractions  of  a  share,  will  be  sent 
10  the  common  stockholders  of  The  American  Tobacco  Company,  or  upon 
their  order,  as  and  when  the  necessary  computations  can  be  made,  and 
certificates  and  warrants  issued.  For  the  shares  of  British  American 
Tobacco  Company,  Limited,  each  common  stockholder  of  The  American 
Tobacco  Company  will  receive  instruments  of  transfer  with  directions 
for  their  proper  execution  and  transmission. 

Sale  of  Conunon  Stocks  of  Liggett  &  Myers  Toltacco  Con)pany  and  P. 
Ijorillard  Company. 

Each  common  stockholder  of  The  American  Tobacco  Company  of  record 
December  1,  1911,  will  be  entitled  to  purchase,  for  cash  at  par  his 
proportionate  amount  of  the  common  stocks  of  Liggett  &  Myers  Tobacco 
Company  and  P.  Lorillard  Company,  to-wit;  for  each  share  of  the  com- 
mon stock  of  The  American  Tobacco  Company  standing  in  his -name  on 
214964 

December   1,    1911,  of  a   share    (of  the   par   value   of    $100),    of 

401824 

151556 

the    common    stock    of  Liggett    &    Myers    Tobacco    Company,    and   

401824 

of  a  share  (of  the  par  value  of  $100),  of  the  coiiuiron  stock  of  P.  Lorillard 
Company. 

Each  common  stockholder  may  ascertain  the  number  of  shares  that  he 
will   be   entitled   to    purchase,   by   multiplying   the   foiegoing    fractions   by 
the   number   of   shares   of   the   common    stock    of    The    American    Tobacco* 
Company   standing   in  his   name   on   December    1,    1911. 

As  soon  as  computations  can  be  made,  there  will  be  sent  to  each  com- 
mon stockholder  of  The  American  Tobacco  Company  of  record  Decem- 
ber 1,  1911,  a  warrant  showing  the  number  of  shares  of  the  common 
stock  of  Liggett  &  Myers  Tobacco  Company  and  a  separate  warrant 
showing  the  number  of  shares  of  the'  common  stock  of  P.  Lorillard  Com- 
pany, that  he  is  entitled  thus  to  purchase  for  cash  at  par,  which  warrants 
will  be  assignable.  These  warrants  will  provide  that  payments  be  made 
at  Guaranty  Trust  Company  of  New  York,  30  Nassau  Street,  New  York 
City,  on  or  before  the  10th  day  of  January,  1912,  and  that  otherwise  the 
said  warrants  will  be  valueless  and  void.  These  warrants  will  indicate 
the  number  of  whole  shares  and  the  fraction  of  a  share  that  each  com- 
mon stockholder  of  The  American  Tobacco  Company  is  thus  entitled  to 
purchase,  but  no  fraction  of  a  share  of  Liggett  &  Myers  Tobacco  Com- 
pany or  P.  Lorillard  Company  will  be  issued;  this  Company  having  made 
arrangements  with  Guaranty  Trust  Company  of  New  York  to  eliminate 
any  fractions  of  a  share  by  purchase  or  sale  at  the  option  of  the  holder 
of  the  warrant.  • 

Any  common  stock  of  Liggett  flyers  Tobacco  Company  or  of  P.  Loril- 
lard Company  not  taken  and  paid  for  by  the  holders  of  said  warrants,  in 


1800    CORPORATION  FORMS  AND  PRECEDENTS. 

accordance  ■n'ith   the   foregoing   provisions,   will   be    disposed   of   to    other 
persons. 

Exchange  of  securities  of  Liggett  &  Myers  Tobacco  Company 
and    P.    Lorillard    Company    for    securities    of 
The    American    Tobacco    Company,    and 
retirement    of    bonds    of    The 
American  Tobacco  Company. 
On  and  after  January  10,  1912,  and  until  the  time  fixed  by  said  decree, 
the  holders  of  the  6%  bonds,  the  4%  bonds  and  the  6%  cumulative  pre- 
ferred   stock    of    The    American    Tobacco    Company    may    surrender    their 
securities  to  the  Guaranty  Trust  Company  of  New  York,  and  receive  new 
securities  and  cash  as  follows: 

1.  Each  holder  of  the  6%  bonds  of  The  American  Tobacco  Company 
may  surrender  his  bonds  for  cancellation,  receiving  in  payment  and  ex- 
change therefor  7%  bonds  of  the  Liggett  &  Myers  Tobacco  Company 
and  of  P.  Lorillard  Company,  amounting  together  at  par  to  one-half 
of  the  par  value  of  the  bonds  so  surrendered,  and  cash  at  the  rate  of 
.$120  and  accrued  interest  for  each  $100  face  value  of  said  bonds  for 
the  other  half  of  said  bonds  so  surrendered.  The  date  of  maturity  and 
interest  dates  of  the  7%  bonds  of  the  Liggett  &  Myers  Tobacco  Company 
and  P.  Lorillard  Company  are  the  same  as  the  date  of  maturity  and  interest 
dates  of  the  6%  bonds  of  The  American  Tobacco  Company. 

2.  Each  holder  of  the  4%  bonds  of  The  American  Tobacco  Company 
may  surrender  his  bonds  for  cancellation,  receiving  in  payment  and 
exchange  therefor  5%  bonds  of  the  Liggett  &  Myers  Tobacco  Company 
and  of  P.  Lorillard  Company  amounting  together  at  par  to  one-half 
of  the  par  value  of  the  bonds  so  surrendered,  and  cash  at  the  rate  of  $96 
and  accrued  interest  for  each  $100  face  value  of  said  bonds  for  the  other 
half  of  said  bonds  so  surrendered.  The  date  of  maturity  and  interest 
dates  of  the  5%  bonds  of  Liggett  &  Myers  Tobacco  Company  and  P. 
Lorillard  Company  are  the  same  as  the  date  of  maturity  and  interest  date 
of  the  4%  bonds  of  The  American  Tobacco  Company. 

Adjustment  of  interest  to  be  made  so  that  each  holder  of  the  said 
6%  bonds  or  4%  bonds  shall  receive  in  cash  the  accrued  interest  on  the 
bonds  so  sold  and  exchanged  up  to  the  date  of  such  exchange,  less  interest 
accrued  during  the  then  pending  interest  period  on  the  bonds  of  Liggett 
&  Myers  Tobacco  Company  and  of  P.  Lorillard  Company  so  delivered  to 
him  upon  such  exchange. 

3.  Each  holder  of  the  preferred  stock  of  The  American  Tobacco  Com- 
pany may  surrender  his  stock  for  cancellation,  receiving  in  exchange 
therefor  7%  cumulative  preferred  stocks  of  Liggett  &  Myers  Tobacco 
Company  and  P.  Lorillard  Company,  amounting  together  at  par  to  one- 
third  of  the  par  value  of  the  stock  so  surrendered,  and  new  certificates 
for  6%  cumulative  preferred  stock  of  The  American  Tobacco  Company 
amounting  at  par  to  two-thirds  of  the  par  value  of  the  stock  so  surrendered, 
such  preferred  stock  of  The  American  Tobacco  Company  to  carry  full 
voting  rights.  Inasmuch  as  the  preferred  stock  of  The  American  To- 
bacco Company  and  the  preferred  stock  of  Liggett  &  Myers  Tobacco 
Company  and  P.  Lorillard  Company  have  the  same  dividend  payment 
dates,  these  exchanges  of  preferred  stock  will  be  without  adjustment 
of  interest. 


DISSOLUTION  AND  DISINTEGRATION.  1801 

Coupon  bonds  of  Liggett  &  Myers  Tobacco  Company  and  of  P.  Lorillard 
Company  will  be  issued  in  deHoiiiinations  of  $1,000,  and  registered  bonds 
in  larger  denominations,  and  in  denominations  of  $1,000,  $500,  $100,  and 
$50.  Shares  of  preferred  stock  will  be  of  the  par  value  of  $100.  Certifi- 
cates of  preferred  stock  will  be  issued  only  for  whole  shares;  and  no 
bond  will  be  issued  frrr  a  smaller  amount  than  fifty  dollars;  but  in  the 
exchange,  scrip  warrants  will  be  delivered  for  the  fraction  of  a  $50  bond, 
or  for  the  fraction  of  a  share  of  stock,  to  which  the  exchanging  party 
is  entitled.  Arrangements  have  been  made  with  Guaranty  Trust  Company 
of  New  York  to  eliminate  such  scrip  by  purchase  or  sale,  at  the  option 
of  the  exchanging  party. 

The  securities  of  Liggett  &  Myers  Tobacco  Company  and  P.  Lorillard 
Company  received  by  The  American  Tobacco  Comiiany  under  the  plan, 
and  available  for  the  purposes  set   forth  in  this  circular  are  as  follows: 

Liggett  &  Myers  P.  Lorillard 

Tobacco   Company.  Company. 

7%  bonds   $15,507,800  $10,033,500 

57c  boaids   15,059,000  10,617,450 

7%    preferred    stock    15,383,800  (a)  10,846,000 

Common  stock    21,496,400  15,155,600 


$67,447,600         $47,552,550 

(a)  In  addition  to  this,  P.  Lorillard  Company  will  issue  $641,600  at 
par  of  preferred  stock  to  take  up  existing  preferred  stock  of  the  old 
P.    Lorillard    Company   not    owned   by    The    American    Tobacco    Company. 

As  each  class  of  securities  of  Liggett  Sc  Myers  Tobacco  Company  held 
by  The  American  Tobacco  Company  exceeds  in  amount  the  eorre'jponding 
class  ef  securities  of  P.  Lorillard  Company  held  by  The  American  To- 
bacco Company  in  the  proportion  of  58.65  to  41.35  they  will  be  allotted 
in  the  same  proportion  in  exchange  for  bonds  and  preferred  stock;  so 
that,  for  example,  a  person  entitled,  upon  an  exchange  of  securities  sur- 
rendered by  him,  to  receive  $1,000  at  par  in  securities  of  Liggett  & 
Myers  Tobacco  Company,  and  of  P.  Lorillard  Company,  would  receive 
$586.50  in  a  security  of  Liggett  &  Myers  Tobacco  Company  and  $413.50 
in  a  corresponding  security  of  P.  Lorillard  Company': 

Notwithstanding  the  date,  to-wit:  January  10,  1912,  herein  sot  for  pay- 
ment and  exchange  of  bonds,  any  holder  of  bonds,  who  is  also  a  holder 
of  a  warrant  for  the  purchase  of  common  stock  of  Liggett  &  Myers 
Tobacco  Company  or  P.  Lorillard  Company,  may  make  such  sale  or 
exchange,  at  any  earlier  date,  provided  that  at  the  same  time  he  applies 
to  the  purchase  at  par  of  the  common  stock  to  which  he  is  entitled,  of  the 
Liggett  &  Myers  Tobacco  Company  or  P.  Lorillard  Company  or  both, 
all  the  cash  received  by  him  in  payment  for  retirement  of  his  bonds. 

Temporary  certificates  of  stock  and  temporary  registered  bonds  will 
be  delivered,  exchangeable  for  engraved  certificates  of  stock  and  en- 
graved registered  and  coupon  bonds  when  and  after  such  engraved  cer- 
tificates and  bonds  are  provided. 

To  insure  proper  delivery  of  stock,  instruments  of  transfer  and  war- 
rants, showing  the  right  to  make  purchases  of  stock,  the  common  stock- 
holders of  The   American  Tobacco  Company  will   please  fill   out   and  mail 


1802     CORPORATION  FORMS  AND  PRECEDENTS. 

to  the  Treasurer  of  The  American  Toliaeco  Company,  as  indicated,  the 
order  herewith  enclosed,  with  their  sij;iiatures  thereto  guaranteed  by  a 
1  ank  or  trust  company. 

J.  M.  W.  Hicks,  Treasurer, 
The  American  Tobacco  Company. 
See   for   decree   referred   to   in   above   form,   United   States   v.   American 
Tobacco  Co.,  191  Fed.  371.     (See  Form  2047,  supra,  and  notes  thereunder.) 
See  for  deposit  agreement  of  stockholders,  Form  2048,  supra. 

Form  2058. 

NOTICE  BY  BROKERS  CONCERNING  EXCHANGE  OF 
SECURITIES. 

To   Holders  of  American   Tobacco   Co.   Securities: 

The  new  securities  under  the  disintegration  plan  will  be  ready  for 
exchange  on  and  after  January  10,  1912.  We  will  gladlj'  attend  to  the 
exchange  of  your  securities  for  you. 

and   Company,  B.-inkers, 

St.,  Philadelphia. 

Members  New  York  and  Philadelphia  Stock  Exchanges. 
See  Forms  2047-2057,  supra,  and  notes  thereunder. 

Form  2059. 

NOTICE  OF  DISINTEGRATION  OF  STANDARD  OIL  COM- 
PANY PURSUANT  TO  DECREE  OF  COURT. 

standard  Oil  Company   (of  New  Jersey), 
26  Broadway, 

New  York,  July  28,  1911. 
To  the  Stockholders  of  the  Standard  Oil  Company  (of  New  Jersey)  : 

Obedience  to  the  final  decree  in  the  case  of  the  United  States  against 
the  Standard  Oil  Company  (of  New  Jersey),  and  others,  requires  this 
Company  to  distribute,  or  cause  to  be  distributed,  ratably,  to  its  stock- 
holders the  shares  of  stock  of  the  following  corporations,  which  it  owns 
directly  or  through  its  ownership  of  stock  of  the  National  Transit  Company, 
to  wit:  Anglo-American  Oil  Company,  Limited;  The  Atlantic  Eefining 
Company;  Borne  Scrymser  Company;  The  Buckeye  Pipe  Line  Company; 
Chesebrough  Manufacturing  Company,  Consolidated;  Colonial  Oil  Com- 
pany; Continental  Oil  Company;  The  Crescent  Pipe  Line  Company; 
Cumberland  Pipe  Line  Company,  Incorporated;  The  Eureka  Pipe  Line 
Company;  Galena-Signal  Oil  Company;  Indiana  Pipe  Line  Company; 
National  Transit  Company;  New  York  Transit  Company;  Northern  Pipe 
Line  Company;  The  Ohio  Oil  Company;  The  Prairie  Oil  and  Gas  Com- 
pany; The  Solar  Eefining  Company;  Southern  Pipe  Line  Company;  South 
Penn  Oil  Company;  South  West  Pennsylvania  Pipe  Lines;  Standard  Oil 
Company  (California)  ;  Standard  Oil  Company  (Indiana) ;  The  Stand- 
ard Oil  Company  (Kansas) ;  Standard  Oil  Company  (Kentucky)  ; 
Standard  Oil  Company  (Nebraska)  ;  Standard  Oil  Company  of  New 
York;  The  Standard  Oil  Company  (Ohio);  Swan  &  Finch  Company; 
Union  Tank  Line  Company;  Vacuum  Oil  Company;  Washington  Oil  Com- 
pany;  Waters-Pierce  Oil  Company. 


DISSOLUTION  AND  DTSINTF/jRATlOX.  1833 

Such  distrihution  will  be  made  to  the  stockholders  of  the  Standard 
Oil  Company  (of  New  Jersey)  of  record  on  the  1st  day  of  September, 
1911;  and,  for  that  purpose,  the  transfer  books  of  the  Company  will  be 
closed  on  the  31st  day  of  August,  1911,  at  3  o'clock  P.  M.,  and  kept 
closed  until  the  date  when  said  stocks  are  ready  for  distribution,  which 
it  is  expected  will  be  about  December  1,  1911. 

Notice  of  the  date  when  said  stocks  are  to  be  distributed  and  of  the 
re-opeuin}^  of  the  books  will  be   duly  given. 

Yours  very  truly, 

11.  C.  Folger,  Jr.,  Secretary.* 

The  foregoing  plan  for  the  disintegration  of  the  Standard  Oil  Company 
was  ado|)ted  by  it  after  the  Supreme  Court  of  the  United  States  had 
decideil  in  Standard  Oil  Co.  of  New  Jersey  v.  United  States,  221  U.  S.  1, 
aifirming  judgment  in  I'nited  States  v.  Standard  Oil  Co.  of  New  Jersey, 
173  Fed.  177,  that  the  Standard  Oil  Company  was  a  monopoly  and  the  com- 
bination was  violative  of  the  Sherman  Act  (Act  Cong.  July  2,  1890,  c.  647, 
24  U.  S.  Stat.  209;  U.  S.  Comp.  Stat.  1901,  p.  3200). 


CHAPTER  XXXV. 

REORGANIZATION  OF  CORPORATIONS. 

Form  2060. 
AGREEMENT  FOR  REORGANIZATION. 

This   agreement   made   this    day   of    ,    19.  ... , 

by  and  between    ,    and    as 

a  Reorganization  Committee,  acting  at  the  request  of  and  on  the  behalf 

of    the    bondholders,    creditors    and    stockholders    of    the    

Company,  parties  of  the  first  part,  hereinafter  called  the  "Committee," 
and  the  several  bondholders,  creditors  and  stockholders  of  the  said  Com- 
pany, who  shall  execute  this  agreement  as  parties  of  the  second  part, 
hereinafter   called   the   "Depositors,"   witnesseth: 

Whereas,  A  Receiver '  has  been  appointed   for  the    

Company,  hereinafter  called  the  "Company,"  a  corporation  duly  organized 

and  existing  under  the  laCws  of  the  state  of ,  on  an  allegation 

of  the  insolvency  of  the   Company;    and 

WTiereas,  it  is  necessary  for  the  preservation  and  protection  of  the 
rights  and  interests  of  the  holders  of  the  bonds  of  the  Company,  whether 
as  owners  thereof,  or  as  holders  of  the  bonds  as  collateral  for  indebted- 
ness of  the  Company,  and  of  the  creditors  and  stockholders  of  the  Com- 
pany, that  a  sale  or  reorganization  of  the  Company's  property  should  be 
effected,  and  the  Committee  have,  at  the  request  of  a  large  number  of 
such  bondholders,  creditors  and  stockholders,  consented  to  act  as  a  Com- 
mittee  to   effect   such   sale   or   reorganization; 

Now,  Therefore,  in  consideration  of  the  premises,  and  of  the  agree- 
ments herein  contained,  and  of  other  valuable  considerations,  the  parties 
agree  together  as  follows: 

(1)  The  said , and .  .  .    are  hereby 

constituted  and  appointed  a  Reorganization  Committee,  to  exercise  the  pow- 
ers and  perform  the   duties  herein  set  forth,  and  the    *, Trust 

Company  is  designated  as  the  depository  for  the  Committee  as  hereinafter 
provided. 

(2)  The  several  bondholders  of  the  Company  who  shall  execute  this 
agreement  and  deposit  bonds  hereunder  hereby  sell,  assign,  and  transfer  to 
the  Committee,  its  successors  and  assigns,  all  right,  title  and  interest 
in  an(i  to  said  bonds. 

The  creditors  of  the  Company  who  shall  execute  this  agreement  and 
deposit  hereunder  verified  statements  or  assignments  of  their  respective 
claims,  in  such  form  as  the  Committee  shall  prescribe,  hereby  sell,  assign 
and  transfer  to  the  Conunittee,  its  successors  and  assigns,  all  their  right, 
title  and  interest  in  and  to  their  said  several  claims. 

The  several  stockholders  of  the  Company,  who  shall  execute  this  agree- 
ment  and   deposit   their   certificates  of   stock   hereunder,    duly   indorsed   in 

1804 


REORGANIZATION  OF  CORPORATIONS.         1805 

blank  for  transfer,  hereby  sell,  assifjn  and  translVr  to  the  Coniinittee, 
its  successors  and  assij^iis,  all  their  riyht,  title  and  interest  in  and  to  the 
said  certificates  of  stock. 

The  several  bondholders,  creditors  and  stockholders  agree  to  accept,  in 
lieu  of  and  in  exchange  for  their  said  bonds,  claims  and  stock  respectively, 
certificates  of  deposit  issued  by  the  depository,  in  such  form  as  the 
Committee  may  approve,  and  agree  that  only  holders  of  such  certificates 
of  deposit  shall  be  entitled  to  the  benefits  of  this  agreement,  and  all 
rights  of  the  depositors  in  respect  to  such  deposit  shall  be  such  only 
as  are  evidenced  by  such  certificates  and  this  agreement;  and  the  holder 
of  such  certificate,  or  of  any  certificate  issued  in  lieu  thereof,  or  in 
exchange  therefor,  shall  be  deemed  a  party  to  this  agreement  and  entitled 
to  have  and  exercise  the  rights  of  the  original  depositors  hereunder. 

The  respective  certificates  of  deposit  and  the  interests  represented 
thereby,  and  all  rights  of  the  holders  in  respect  to  the  deposited  bonds, 
shall  be  transferable  only  subject  to  the  terms  and  conditions  of  this  agree- 
ment, and  in  such  manner  as  the  Committee  sliall  approve,  and  upon  such 
transfer,  the  transferees  and  holders  of  such  certificates  shall  for  all 
purposes  be  substituted  in  place  •  of  the  prior  holders,  subject  to  this 
agreement. 

Notice  to  the  Depositors  for  any  purpose  shall  be  given  by  mailing 
written  or  printed  notices  to  the  addresses  of  the  registered  holders  of 
such  certificates,  as  the  same  may  appear  upon  the  books  of  the  depository, 
and  such  notice  shall  be  as  conclusive  upon  the  holders  of  such  certificates 
and  other  persons  having  any  interest  therein  as  if  said  notice  had  been 
personally  delivered. 

Each  of  the  Depositors  severally  agrees  to  execute  such  other  assign- 
ments or  other  instruments  or  assurances  of  title  as  the  Committee  may 
require  for  the  purposes  of  this  agreement. 

(3)  Each  Depositor  hereby  agrees  that  the  Committee  shall  be  and 
it  is  hereby  vested  with  all  rights  and  powers  of  owners  of  the  bonds, 
claims  and  certificates  of  stock  deposited  hereunder.  The  Committee  may 
take  any  action  under  the  mortgage  securing  the  said  bonds,  which  the 
Depositors,  or  any  of  them,  could  have  taken,  and  may  cause  proceedings 
to  be  instituted  for  the  foreclosure  of  the  said  mortgage,  or  for  the  sale 
of  the  property  covered  thereby,  or  any  other  proceeding,  and  shall  have 
power  to  bid  in  or  purchase  the  said  property,  or  any  part  thereof,  and 
if  necessary  to  use  the  bonds  deposited  hereunder,  together  with  any 
bonds  which  the  Committee  may  acquire,  for  the  purpose  of  purchasing 
such  properties,  or  any  part  thereof,  and  to  pay  therefor  such  amounts 
as,  in  their  judgment,  may  be  necessary  or  desirable  to  protect  the  inter- 
ests of  the  Depositors  hereunder,  and  shall  have  power  to  sell  and  convey 
any  property  so  acquired,   as  hereinafter  provided. 

(4)  If  the  Committee  shall  acquire  any  or  all  of  the  property  of  the 
Company,  it  shall  have  power  to  sell  and  convey  the  same  for  cash  or 
securities,  on  such  terms  as  to  the  Committee  may  seem  advantageous, 
or  to  transfer  the  same  to  a  New  Company,  which  the  Committee  may 
cause  to  be  incorporated  for  this  purpose,  and  which  shall  issue  in 
exchange  for  the  whole  or  any  part  of  the  said  property  its  bonds,  pre- 
ferred stock  and  common  stock  in  such  amounts  and  in  such  form  as 
the    Committee    may    determine. 


1806     CORPORATION  FORMS  AND  PRECEDENTS. 

In  the  event  that  the  said  property  shall  be  sold  by  the  Committee 
for  eash,  the  proceeds  of  such  sale,  after  the  payment  of  the  debts, 
expenses  and  compensation  of  the  Committee,  shall  be  distributed  among 
the  holders  of  certificates  of  deposit  hereunder  according  to  the  legal 
priorities  of  the  bonds,  claims  and  certificates  of  stock  deposited  here- 
under. 

In  the  event  that  the  said  properties  shall  be  conveyed  by  the  Com- 
mittee to  the  New  Company,  as  hereinbefore  provided,  the  New  Company 

thall  issue  bonds,  not  to  exceed  in  the  aggregate  the  sum  of  $ ; 

preferred    stock    not    to    exceed    $ ,    and    common    stock    not    to 

exceed  $ ;   and  such  new  securities  shall   be   distributed  to   the 

Depositors  hereunder,  after  payment  of  the  debts,  expenses  and  compensa- 
tion of  the  Committee,  according  to  their  respective  interests,  as  follows: 

To  Depositors  of  bonds: — An  amount  of  bouds  of  the  New  Company 
equal  in  par  value  to  fifty  per  cent,  of  the  par  value  of  the  deposited 
bonds,  and  an  amount  of  preferred  stock  of  the  New  Company  equal 
in  par  value  to  the  remaining  fifty  per  cent,  of  the  par  value  of  the 
bonds  deposited  hereunder. 

To  Creditors  depositing  claims  hereunder:- — An  amount  in  par  value 
of  preferred  stock  of  the  New  Company  equal  to  fifty  per  cent,  of  the 
face  of  the  claims  deposited  hereunder  and  approved  by  the  Committee, 
and  an  amount  in  par  value  of  the  common  stock  of  the  New  Company 
equal  to  the  remaining  fifty  per  cent,   of  the  face  of  said  claims. 

To  Depositors  of  certificates  of  stock  hereunder : — An  amount  in  par 
value  of  the  conMnon  stock  of  the  New  Company  equal  to  one-third  of 
the  par  value  of  the  certificates  of  stock  deposited  hereunder. 

Any  bonds,  preferred  stock  or  common  stock  not  distributed  to  Deposi- 
tors hereunder  shall  be  donated  to  the  New  Company  as  Treasury  stock 
unless  sold  by  the  Committee  for  the  purpose  of  paying  the  debts  and 
expenses  of  the  Committee,  or  raising  funds  for  working  capital  for 
the  New  Company  or  for  alterations,  improvements  or  additions  to  the 
said  property  or  for  retiring  or  discharging  prior  liens  or  claims  against 
the  property,  which  the  Committee  is  hereby  empowered  to  do  on  such 
terms  as  to  it  may  seem  expedient. 

The  Committee  reserves  the  right  to  approve  or  reject  any  claim  offered 
for   deposit  hereunder, 

(5)  The  Committee  shall  have  power,  on  such  terms  as  it  shall  deem 
proper,  to  procure  such  loan  or  loans  as  may  be  required  by  the  Com- 
mittee for  the  purposes  of  this  agreement,  or  for  purchasing  any  property, 
claims  or  securities  in  connection  herewith,  or  for  paying  the  expenses 
and  compensation  of  the  Committee,  the  Eeceivei  and  counsel,  for  working 
capital  for  the  New  Company  hereinafter  referred  to,  or  for  any  improve- 
ments or  additions  to  the  property  of  the  Company,  which  in  the  judg- 
ment of  the  Committee,  may  be  necessary  or  desirable,  and  to  pledge  as 
collateral  for  any  such  loan  or  loans  any  bonds,  claims  or  certificates  of 
stock  deposited  or  acquired  hereunder,  or  any  securities  received  in  exchange 
therefor. 

(0)  The  Committee  is  vested  with  full  power  and  authorized  to  do  any 
and  all  acts  and  things  necessary  and  proper  in  its  judgment  to  be 
done  to  carry  out  this  Plan  of  Reorganization  including  the  power  from 
time  to  time  to  make  such  changes  in  the  same  as  it  may  deem  expedi- 


REORGANIZATION  OF  CORPORATIONS.        1K)7 

cnt  or  necessary.  It  shall  {^ivc  notice  of  any  proj)OHetl  chuu^c  of  the 
Plaa  of  Reorganization  by  filing  a  copy  thereof  with  the  depository,  and 
by  giving  notice  thereof  to  the  registered  holders  of  certificafos  of 
dofiosit  as  herein  provided.  Any  holder  of  a  certificate  of  deposit  who 
shall  not  dissent  in  writing  from  such  change  and  withdraw  his  bonds, 
claims  or  certificates  of  stock,  within  ten  days  after  the  mailing  of  such 
notice  shall  bo  deemed  to  have  assented  to  such  a  change,  and  shall  bo 
in  all  respects  bound  thereby.  Any  depositor  so  dissenting  may  with- 
draw his  bonds,  claims  or  certificates  of  stock  only  on  payment  of  his 
pro  rata  share  of  the  debts,  expenses  and  compensation  of  the  Committee. 

The  Committee  may  employ  Counsel,  agents,  or  neces-sary  assistants, 
and  may  incur  and  discharge  any  and  all  expenses  by  the  Committee 
deemed  reasonable  for  the  purposes  of  this  agreement. 

The  Committee  shall  have  power  to  add,  from  time  to  time,  to  the 
nund)er  of  its  mend)crs,  and  to  fill  any  vacancy  occasioned  by  death, 
resignation  or  otherwise.  It  may  act  by  a  majority  of  its  members  either 
at  a  regular  or  special  meeting,  convened  on  notice  by  its  Chairman,  or 
by  writing  signed  by  such  majority  without  a  formal  meeting. 

The  members  of  the  Committee  assume  no  responsibility  for  the  execu- 
tion of  this  Plan  or  any  part  thereof,  nor  for  accuracy  of  any  recitals  or 
representations  contained  in  this  Plan  or  Agreement.  No  meml)er  of  the 
Committee  shall  be  persjpually  liable  in  any  case  for  the  acts  of  any  other, 
nor  for  the  acts  of  their  agents  or  employes;  and  each  member,  shall  be 
so  liable  only  in  case  of  his  own  wilful  malfeasance  or  gross  neglect. 
The  members  of  the  Committee  or  any  of  them,  or  the  depository,  may 
be  or  become  pecuniarily  interested  in  any  of  the  properties,  securities  or 
debts  which  are  the  subject  of  this  agreement,  and  they  shall  be  allowed 
their  expenses  for  counsel  fees  and  otherwise,  and  a  reasonable  compensation 
for  their  services,  to  be  fixed  by  themselves.  Any  member  may,  at  any 
time,  resign  by  notice  in  writing  to  the  Chairman  or  the  secretary  of  the 
Committee. 

(7)  This  Agreement  shall  liind  the  Committee  and  their  successors 
in  office,  appointed  in  accordance  herewith,  and  the  Depositors  hereunder, 
their  and  each  of  their  executors,  administrators,  successors  and  assigns. 
The  deposit  of  bonds,  statements  of  claims,  or  certificates  of  stock,  and 
the  receipt  of  a  certificate  of  dex^osit  issued  therefor  shall  have  the  same 
effect  as  if  the  holder  of  such  certificate  had  actually  subscribed  this 
agreement,  and  a  printed  copy  of  this  agreement,  signed  by  a  majority 
of  the  Committee  and  lodged  with  the  depository,  shall  be  held  and  taken 
as    the    original    agreement. 

In  Witness  Whereof,  the  members  of  the  Committee  have  hereunto 
signed  their  names,  and  all  other  parties  hereto  have  deposited  bonds, 
statements  and  assignments  of  claims  or  certificates  of  stock  as  above  set 
forth. 

Dated,    ,    ,   19 

(Here  insert  signatures  of  parties.) 

See  Forms  2061-2063,  post. 

See  generally  as  to  the  various  modes  of  reorganization,  Cook  on  Cor- 
porations,  §8  883,  et  scq.;  Clark  &   M.,  Corp.,    §345. 

See  as  to  the  powers,  duties,  and  liabilities  of  reorganization  commit- 
tees. Cook  on  Corporations.  §888;  Clark  &  M.,  Corp.,  §345e;  Ulrich  v. 
Friedman,  196  Fed.  113. 


1808     CORPORATION  FORMS  AND  PRECEDENTS. 

See  for  reorganization  agreements,  Cook  on  Corporations,  §§88S-888; 
Clark  &  M.,   Corp.,   §345. 

See  for  liability  of  stockholder  for  debts  of  old  company  where  he 
exchanges  his  stock  for  stock  in.  reorganized  company,  Irvine  v.  Baukard, 
181  Fed.  206. 

See  for  assignment  of  lease  by  bankrupt  corporation  to  company  organ- 
ized in  pursuance  of  reorganization  constituting  act  of  bankruptcy  and 
being  void,  In  re  Medina  Quarry  Co.,  179  Fed.  929. 

See  for  liability  of  new  company  for  debts  of  old  corporation,  Boyd 
V.  Northern  Pac.  Ey.  Co.,  170  Fed.  779,  construing  a  reorganization  plan, 
affirmed  in  177  Fed.  804.  See  also  Chicago,  etc.,  Ky.  Co.  v.  Chicago,  etc., 
Bank,  134  U.  S.  276;  Louisville  Trust  Co.  v.  Louisville,  etc.,  Ey.  Co., 
174  U,  S.  674;  Compton  Hill  Imp.  Co.  v.  Strauch,  141  S.  W.  (Mo.  App.) 
1159-  id.  v.  Garvey,  141  S.  W.  (Mo.  App.)  1163;  Stevens  v.  Selma 
Fruit  Co.,  123  Pac.  (Cal.  App.)  212;  Colo.  Spgs.  E.  T.  Ey.  Co.  v.  Albrecht, 
123  Pac.  (Colo.  App.)  957. 

See  for  power  of  committee  to  sell  deposited  securities  and  liability  of 
purchasers  of  securities  deposited  with  committee,  Collins  v.  Smith,  158 
Fed.  872. 

See  for  action  by  stockholders  against  lessee  of  property  of  railroad 
companv,  Aetna  Ins.  Co.  v.  Albany  &  8.  E.  Co.,  156  Fed.  132,  affirmed 
170  Fed.   1019. 

See  for  power  of  court  which  has  by  its  receivers  possession  of  street 
railway  property  to  authorize  lease  of  distinct  street  railroad  companies 
to  a  reorganized  company  and  to  displace  securities,  Merchants'  Loan  & 
Trust  'Co.  V.  Chicago  Eys.  Co.,  158  Fed.  923,  setting  aside  order  in  158 
Fed.  913.  See  as  to  appointment  of  receiver,  Kneeland  v.  American  Loan 
Co.,  136  U.  S.  97.  See  also  as  to  power  of  court  to  authorize  delivery  by 
receivers  of  property  in  their  hands  to  reorganized  company,  Guaranty 
Trust  Co.  V.  Chicago  Union  Traction  Co.,  158  Fed.  1015. 

See  Hladovic  v.  Paul,  222  111.  254,  aff  'g  124  111.  App.  589,  construing  a 
reorganization  agreement  and  rights  arising  in  relation  thereto. 

For  right  of  stockholder  failing  to  deposit  his  stock  and  pay  his  assess- 
ment as  provided  by  reorganization  plan,  see  Keane  v.  Moffly,  217  Pa.  240. 

See  for  rights  of  holders  of  receivers'  certificates  on  reorganization, 
Shepard  v.  New  Jersey,  etc.,  Light  Co.,  74  Atl.   (N.  J.)   140. 

See  for  right  of  stockholder  to  enjoin  reorganization  plan  involving 
the  formation  of  new  company  and  transferring  the  assets  of  the  old 
company  to  the  new  company,  which  was  to  issue  securities  to  take  care 
of  security  holders,  creditors  and  stockholders  of  old  company,  on  the 
ground  of  overcapitalization  of  new  company,  Schuler  v.  Southern  Iron 
&  Steel  Co.   (N.  J.),  75  Atl.  552. 

See  for  ownership  of  bonds  deposited  with  reorganization  committee 
and  right  of  depositing  bondholders  to  withdraw  from  agreement  and  to 
a  surrender  of  their  bonds,  Colonial  Trust  Co.  v.  Wallace,  183  Fed.  897, 
distinguishing  Industrial,  etc.,  Co.  v.  Tod,  180  N.  Y.  215. 

See  for  assignment  by  president  of  contract,  In  re  Eoanoke  Furnace 
Co.,  166  Fed.  944,  where  contracts  are  set  forth  in  full. 

See  for  right  of  stockholder  to  set  aside  the  reorganization  of  a  cor- 
poration, and  to  have  a  sale  declared  void,  Treadwell  v.  United  Verde 
Copper  Co.,  119  N.  Y.  Supp.  112.  See  also  Drake  v.  New  York  Suburban 
Water  Co.,  55  N.  Y.  Supp.  225 ;  Ecker  v.  Ky.  Eef .  Co.,  144  Ky.  264. 

See  for  right  of  stockholder  to  compel  accounting  by  reorganization 
committee,  Mawhinney'v.  Converse,  102  N  Y.  Supp.  279,  distinguishing 
Venner  v.  Fitzgerald,  91  Fed.  335;  Van  Siclen  v.  Bertel,  95  Fed.  793,  and 
Nichols  V.  Eogers,  139  Mass.  146.  See  Mawhinney  v.  Bankers'  Trust  Co., 
109  N.  Y.  Supp.  332,  affirming  102  N.  Y.  Supp.  279.  See  for  injunction 
to  restrain  further  consummation  of  a  reorganization  agreement  for  alleged 
unauthorized  acts  of  the  committee  in  purchasing  securities  of  the  old 
companv  and  distributing  the  securities  of  the  new  company,  Venner  v. 
Fitzgerald,  91  Fed.  335. 

See  for  a  suit  to  enforce  a  liability  against  a  reorganization  committee 
for  alleged  breach  of  duty,  and  for  an  accounting  of  plaintiff's  property, 
Van  Siclen  v,  Bertel,  95  Fed.  793. 


REOKOANTZATTON  oF  ( 'oKI'ORATIOXS.         1809 

For  suit  for  dama^'cs  arising  out  of  breach  of  rourf^anization  agrecincut, 
see  Jef.  Chaison  Townsite  Co.  v.  Beaumont  Sawmill  Co.,  133  S,  W.  (Tex.) 
714. 

For  construction  of  reorganization  aj^rceinent,  an<l  rights  and  liabilities 
arising  tlicrounder,  see  South  Texas  Teiej)hone  Co.  v.  Huntington,  13G 
S.  \V.    (Tex.)    lUoO,  reversing,  121  8.  W.   (Tex.),  242. 

See  for  right  to  participate  in  division  of  stock  in  new  company  as 
profits  derived  from  the  stock  of  the  old  conipanv,  I'iding  v.  Teter,  <iO 
S.  E.  (\V.  Va.)   1101;  .Marks  v.  Merrill  Paper  Mfg.  Co.  1S8  Fed.  8.30. 

See  for  presumption  of  acquiescence  in  reorganization,  Holmes  v. 
Royal  Loan  Ass'n,  107  S.  W.   (Mo.)   100.5,  citing  Cook  on  Corp.,  §590. 

Where  one  corjioration  becomes  practically  extinct,  transferring  all  its 
assets  to  another  and  receiving  in  return  stock  in  the  other  corporation, 
which  succeeds  to  its  business,  the  new  corporation  is  liable  to  the  extent 
of  the  value  of  the  jjroperty  acquired  for  the  debts  of  the  old  one,  City 
of  Altoona  v.  Kichardson  Gas  &  Oil  Co.,  81  Kan.  717,  reviewing  the  author- 
ities. See  also  Baker  Furniture  Co.  v.  Hall,  107  N.  W.  (Neb.)  117, 
citing  Cook  on  Corp.,  §  07 1,  reversed  on  question  of  fact  in  111  S.  W. 
129;  Sharpies  Co.  v.  Harding  Creamery  Co.,  78  Neb.  79o ;  Ewing  v. 
Composite  Shoe  Co.,  169  Mass.  72;  Lenehan  v.  Gulf  Land  &  Lumber  Co., 
118  La.  217;   American  Creosote  Works  v.  Lend)ecke  &  Co.,  16.5  Fed.  809. 

See  as  to  powers  of  stockholders  to  reorganize  corporation  without 
unanimous  consent,  Farish  v.  Cieneguita  Copper  Co.,  100  Pac.  (Ariz.)  78], 
where  various  questions  pertaining  to  corporate  reorganizations  arc 
considered. 

See  Forms  2061-2063,  post. 

See  for  right  of  non-assenting  unsecured  creditor  of  original  company  to 
follow  its  property,  notwithstanding  a  foreclosure  sale  to  which  he  was  not  a 
part}',  Northern  Pac.  Ry.  Co.  v.  Boyd,  decided  by  the  United  States  Supreme 
Court  on  Ai)ril  28,  1913,  and  reported  in  Lawyers  Co-op.  Pub.  Company's 
Advance  Sheets  of  June  1,  1913  (No.  13),  at  page  .554. 

See.  for  right  to  compel  issuance  of  stock  in  new  company  pursuant  to 
reorganization  agreement,  Farish  v.  Cieneguita  Copper  Co.,  100  Pac. 
(Ariz.)    781;   Motley  v.  Southern  Ky.  Co.,   184  Fed.  956. 


Form  2061. 
PLAN  FOR  READJUSTMENT  OF  DEBT. 

I. 

Present  Debt    (Exclusive  of  Interest). 
Unsecured  Debt: 
Convertible  Sinking  Fund  Five  Per  Cent   Gold  Bonds,  due 

January  1,  1931    $18,500,000 

Five  Per  Cent.  Gold  Debenture  Certificates,  due  .Inly  1,  1913         1,969,000 

Bills   Payable    $9,209,766.21 

Accounts  payable,  about   $3,952,843.13 

Indebtedness  of  Subsidiary  Companies,  sub- 
scriptions to  stocks  or  bonds  of  Subsidiary 
Companies  and  endorsements  of  notes  of 
Subsidiary  Companies  and  other  obliga- 
tions, for  which  provision  should  be  made, 

about     $1,368,390.66 

Total  Floating  Debt,  about    $14,531,000 


Total  Unsecured  Debt  to  be  provided  for,  about    $35,000,000 

Debts  Secured  bv  Collateral: 


1810    CORPORATION  FORMS  AND  PRECEDENTS. 

Three  Year  Six  Per  Ceut.   Collateral  Notes,  due  August   1, 

3910   $  6,000,000 

Ten  Year  Five  Per  Ceut.  Collateral   Notes,    (French   Loan) 

due  October  1,  1917,  about   2,750,000 


Total  Secured  Debt,  about   $  8,750,000 

(Note:      This    plan    is    based   ujiou    statements    furnished    by    Messrs. 

,  Certified  Public  Accountants,  who  have  been  Auditors 

of  the  Company  since  1902.) 

II. 

Proposed  Issue  of  First  Mortgage  and   Collateral  Trust  Five  Per  Cent. 
Twenty-Five  Year  Gold  Bonds. 
It  is  proposed  to  create  an  issue  of  $25,000,000   First   Mortgage  and 
Collateral  Trust  Five  Per  Cent.  Twenty-Five  Year  Gold  Bonds  secured 
by   a   first   mortgage   upon   the   principal   manufacturing  plants    of    the 
Company  and  by  the  pledge  of  the  greater  part  of  the  Company's  un- 
pledged holdings  of  the  stock  and  bonds  of  subsidiary  and  other  com- 
panies.    The   committee   hereinafter  provided  for   shall   have  power,  in 
its  discretion,  to  determine  the  provisions  of  the  Deed  of  Trust  securing 
said  bonds,  the   extent   of  the  property  which   shall  be  mortgaged   and 
pledged  thereunder  and  the  terms  and  conditions  under  which  property 
may  be  released  from  the  lien  thereof.    The  bonds  are  to  be  in  denomina- 
tions of  $1,000  and  are  to  bear  interest  from  January  1,  1908,  payable 
semi-annually.     They  are  to  be  in  coupon  form  and  subject  to  registry 
as  to  principal.     Of  said  issue  of  bonds  an  amount  not  exceeding  $20,- 
469,000,  face  value,  are  to  be  convertible  at  the  option  of  the  holder  or 
registered  owner,  at  any  time  after  January  1,  1910,  and  up  to  thirty 
days  prior  to  any  date  of  redemption  which  may  be  named  in  any  call 
for  redemption,  into  stock  of  the  Company  upon  such  terms  and  condi- 
tions as  shall  be  provided  in  the  Deed  of  Trust.     In  case  preferred  stock 
be  issued  for  the  new  capital  hereinafter  provided  for,  then  the  stock 
to  be  issued  upon  such   conversion  shall  be   "assenting  stock,"   if  the 
present  corporation  be  retained,  but  if  a  new  corporation  be  organized 
and  preferred  stock  of  such  new  corporation  be  issued  for  said  new  cap- 
ital, then  the  stock  to  be  issued  upon  such  conversion  shall  be  common 
stock,  and  in  either  case  stock  shall  be  issued  upon  such  conversion  at 
the  rate  of  $1,000  par  value  of  stock  for  every  $1,000  bond.     If,  how- 
ever, the  stock  to  be  issued  for  said  new  capital  shall  be  "assenting 
stock"  or  common  stock,  as  the  case  may  be,  then  the  stock  to  be  issued 
upon  such  conversion  shall  be  of  the  same  character  and  shall  be  issued 
at  the  rate  of  125%  of  par.     All  bonds  are  to  be  subject  to  redemption 
at  the  option  of  the  Company  at  105%  and  interest  at  such  times  and 
upon  such  terms  as  shall  be  provided  in  the  Deed  of  Trust.     The  Deed 
of  Trust  shall  provide  for  sinking  fund  payments  of  $1,100,000  per  year, 
payable  on  the  first  day  of  July  of  each  year,  beginning  with  the  year 
1911,  but  only  out  of  the  net  earnings  of  the  Company,  after  deducting 
all  interest  charges,  beginning  with  the  earnings  of  the  fiscal  year  ending 
April   1,  1911.     The  sinking  fund  shall  be  cumulative  so  that  any  defi- 
ciency therein  shall  be  a  charge  upon  and  payable  out  of  the  net  earnings 
of  the  subsequent  years.     Such  sinking  fund  payments  shall  be  divided 


RKORdANIZATIOX  OF  CORPORATIONS.         18ll 

between  the  convertible  and  non-convertible  bonds,  in  the  proportion  of 
$500,000  for  the  convertible  bonds,  and  $600,000  for  the  non-convertible 
bonds,  and  in  such  proportion  such  payments  shall  be  used  in  the  redemp- 
tion of  the  two  classes  of  bonds  or  in  tlie  purchase  thereof  at  not  exceed- 
ing the  rt'ilemptioii  price.  All  bonds  purchased  or  redeemed  through  the 
operation  of  the  sinking  fund  shall  be  canceled.  The  Deed  of  Trust  shall 
provide  that  the  collateral  notes  shall  be  retired  on  or  before  maturity, 
and  provision  shall  be  made  as  hereinafter  provided  by  which  the  holders 
of  either  issue  of  such  notes  may  share  pro  rata  with  the  holders  of  said 
bonds  in  the  lien  of  said  Deed  of  Trust  for  any  deficiency  of  such  col- 
lateral notes  remaining  after  the  collateral  siiecifically  pledged  for  their 
security  is  sold. 

III. 

Proposed  Distribution  of  First  Mortgage  and  Collateral  Trust  Bonds. 
(Interest  on  present  debt  exchangeable  for  new  bonds  has  been  paid 

in  cash  or  provided  for  to  January   1st,   1908,  from  which   date  the  new 

bonds  are  to  carry  interest.) 

To    be    issued    in    exchange    for    existing    Convertible    Bonds, 

at  par  (these  bonds  to  be  convertible  into  stock) $18,500,000 

To  be  issued  in  exchange  for  existing  Debenture  Certifi- 
cates, at  par  (depositors  of  certificates  to  have  the  right 
of  election  as  between  convertible  and  non-convertible 
bonds) 1,969,000 

To   be   issued   for   existing   floating   debt,   at   par,   say    14,531,000 

Total  $35,000,000 

IV. 
Provision  for  Collateral  Notes. 
Holders  of  Three-Year  Six  Per  Cent.  Collateral  Notes  of  the  issue  of 
$6,000,000,  maturing  August  1,  1910,  and  also  (if  they  shall  so  elect) 
the  holders  of  the  issue  of  Fes.  14,000,000  of  Ten-Year  Five  Per  Cent. 
Collateral  Notes,  due  October  1,  1917,  shall  exchange  them  for  new  or 
modified  notes  of  substantially  the  same  tenor  and  having  the  same  date 
of  maturity  and  bearing  the  same  rate  of  interest  and  secured  in  the  case 
of  the  $6,000,000  issue  by  the  same  collateral  as  that  now  deposited 
as  security  for  the  existing  notes  and,  in  case  of  the  Fes.  14,000,000  issue, 
by  the  collateral  which  shall  remain  as  security  therefor  after  deducting 
such  of  the  collateral  as  the  Company  or  its  Receivers  may  withdraw  or 
now  be  entitled  to  withdraw  upon  the  surrender  and  cancellation  of 
Fes.  5,000,000  of  the  original  loan  of  Fes.  20,000,000;  provided,  how- 
ever, that  the  agreement  securing  such  notes  shall  be  modified  so  as  to 
provide  as  follows: 

(a)  That  the  holders  of  the  notes  issued  under  the  agreemen':  shall, 
in  respect  of  any  deficiency  of  principal  and  interest  remaining  after  the 
application  to  the  payment  of  the  notes  of  the  net  proceeds  of  the  sale 
of  the  collateral  specifically  pledged  for  their  security,  share  in  the  lien 
upon  the  property  mortgaged  and  pledged  under  the  Trust  Deed  herein- 
before provided,  pro  rata  with  the  other  obligations  secured  or  to  be 
secured  thereunder. 

(b)  That  the  Trustee  under  such  agreement  shall  not  have  power  to 


1812     CORPORATION  FORMS  AND  PRECEDENTS. 

require  the  deposit  of  any  collateral  in  addition  to  that  above  provided 
for. 

(c)  That  any  of  the  collateral  deposited  under  this  agreement  may 
be  sold  at  the  request  of  the  Company  at  a  price  to  be  fixed  by  appraisal 
in  such  manner  as  shall  be  provided  in  the  modified  agreement,  the  pro- 
ceeds of  any  such  sale  to  be  used  in  anticipating  the  payment  of  notes 
in  accordance  -with  the  terms  of  the  agreement  or  in  the  purchase  of  such 
notes  at  not  exceeding  the  anticipation  price  mentioned  in  the  agreement. 

V. 
Subscriptions  to  Nevr  Capital. 
Unless  othervrise  determined  by  the  Committee,  the  consummation 
of  the  plan  is  to  be  conditioned  upon  subscriptions  for  the  payment  of 
$7,000,000  new  capital  into  the  treasury  of  the  Company  for  stock. 
Such  subscriptions  shall  be  payable  in  such  installments  as  the  Com- 
mittee may  approve.  Any  creditor  may  accept,  for  part  or  all  of  his 
claim,  stock  of  the  Company  at  the  same  price  at  which  it  shall  be  issued 
for  said  new  capital. 

Subscriptions  to  stock  so  made  by  creditors  may,  in  such  an  aggregate 
amount  as  shall  be  approved  by  the  Committee,  be  deemed  a  part  of  the 
$7,000,000  of  subscriptions  hereinbefore  provided  for,  and  in  such  case 
a  corresponding  amount  of  bonds  issued  under  said  Deed  of  Trust  shall 
be  available  for  issue  in  the  discretion  of  the  board  of  directors  of  the 
Company. 

VI. 
Management. 
The  board   of   directors   of  the   Company  are  to  be  persons  approved 
by    the    Committee    and    provision    satisfactory    to    the    Committee    is    to 
be  made  (by  voting  or  otherwise)  for  the  future  election  of  directors. 

VII. 

Said  plan  is  to  be  carried  out  by  a  Committee  consisting  of   

J    and 

,  acting  under  an  agreement  of  even  date  herewith,  originals 

of  which  are  lodged  with  the  Depositories  herein  provided  for.  Eefer- 
ence  is  hereby  made  to  said  agreement  for  a  statement  of  the  powers  of 
the  Committee  and  for  further  details  of  the  Plan.  In  case  of  conflict 
between  the  plan  and  the  terms  of  said  agreement,  the  latter  shall 
govern. 

VIII. 

Means  by  Which  Eeadjustment  May  be  Accomplished. 
The  readjustment  of  the  debt  of  the  Company  may  be  accomplished 
V)y  the  issue  of  new  securities  by  the  existing  corporation,  or  by  the 
sale  of  its  assets  and  business  and  their  acquisition  by  a  new  company 
which  will  take  over  the  property  and  business  of  the  existing  company, 
or  such  portion  thereof  as  the  Committee  shall  deem  wise,  or  by  any 
other  method  or  methods  which  the  Committee  in  its  discretion  may 
approve.  The  Committee  shall  have  power  to  determine  when  a  suffi- 
cient number  of  creditors  of  the  various  classes  have  assented  to  the 
plan  and  a  sufficient  amount  of  new  capital  shall  have  been  subscribed 
to  make  it  advisable  to  declare  the  plan  operative.     In  case  any  creditor 


REORGANIZATIOX  OF  CORPORATIONS;.         1813 

of  the  Company  shall  fail  lo  assent  to  said  plan  the  (Committee  shall  have 
power  to  dispose  of  the  securities  to  which  such  creditor  would  have 
been  entitled  iu  case  he  had  assented  to  the  j)lan. 

LX. 
Provision  for  Modified   or  Substitute   Plan. 
(See  modified  i)lan  in  form  followinji;.) 
If  there  should  be  a  failure  to  furnish  suliscriptions  to  capital  stock 
providinjj   for    the    imyment    into    the   treasury    of    the    Company    of   the 
sum   of   $7,000,000,   or  such   less   sum   as   the   Committee   shall   accept   as 
sufficient,    or    if    for   any   other    reason   the    Committee    shall    determine    it 
to    be    impracticable    to    carry    out    said    plan,    the    Committee    shall    then 
have  the  power  to  modify  said  plan,  or  to  substitute  a  new  plan  and  to 
carry   the   modified   or   substitute   plan   into   effect:      provided,   however, 
that  unless  such  modified  or  substituted  plan  shall   meet  the  requirements 
(1),  (2)  and   (3)  stated  below,  it  shall  not  be  consummated  without  notice 
to    Depositors    affording    them    an    opportunity    of    withdrawal,    as    herein- 
after stated.     Such  requirements  are  as  follows,  viz: 

1.  That  any  and  all  evidences  of  debt  issued  in  exchange  for  existing 
Convertible  Bonds,  Debenture  Certificates  and  floating  debt  shall  be 
secured  pro  rata  by  first  mortgage  upon  the  principal  manufacturing 
plants  of  the  Company. 

2.  That  the  principal  of,  and  the  rate  of  interest  upon,  and  the  dates 
of  maturity  of,  the  obligations  representing  the  Three-Year  Six  Per  Cent. 
Collateral  Loan  of  the  Company  and  the  obligntious  representing  the 
Ten-Year  Five  Per  Cent.  Collateral  Loan  of  the  Company  shall  not  be 
changed,  and  that,  except  as  in  Article  IV,  hereof  provided,  said  obliga- 
tions, respectively,  shall  continue  to  be  secured  by  the  collateral  now 
pledged  under  the  agreements  under  which  said  obligations  were  issued 
resjiectively,  and  that  the  holders  of  said  notes  shall  be  entitled  to  share 
in  the  security  of  the  Deed  of  Trust  as  in  Articles  II  and  IV  hereof  pro- 
vided. 

3.  That  the  holders  of  the  Convertible  Sinking  Fund  Five  Per  Cent. 
Gold  Bonds,  Debenture  Certificates  and  floating  debt  of  the  Company 
shall  participate  in  the  plan  substantially  pro  rata  excepting  only  that 
any  privilege  of  conversion  of  obligations  into  stock  shall  be  confined 
to  the  obligations  issued  in  exchange  for  the  existing  Convertible  Bontls 
and  Debenture  Certificates. 

The  Committee  may  adopt  a  modified  or  substitute  plan  which  shall 
depart  in  whole  or  in  part  from  the  requirements  (1),  (2).  and  (8)  last 
above  stated,  and  in  that  event,  notice  of  the  modified  or  substitute  plan 
and  an  opportunity  of  withdrawal  shall  be  given  depositors  in  the  man- 
ner provided  in  the  Agreement.  But  if  any  modified  or  substitute  plan 
shall  make  changes  only  in  the  particulars  specifieil  in  Section  (2)  above 
set  forth  then  notice  of  the  modified  or  substitute  plan,  and  an  oppor- 
tunity of  withdrawal,  is  required  to  be  given  only  to  the  depositors  of 
the  class  or  classes  of  obligations  described  in  Section  (2)  affected 
thereby. 

X. 
Method  of  Deposit  Under  Plan  and  Agreement. 

Creditors  of  the  Company  desiring  to  participate  in  the  plan  may 
become  parties  to  the  Agreement  in  the  foflowing  manner: 


iS14     CORPORATION  FORMS  AND  PRECEDENTS. 

(a)  Holders  of  the  Convertible  Bonds,  Debenture  Certificates  or  Col- 
lateral Notes,  must  deposit  their  bonds  or  obligations  together  with  all 

unpaid  coupons,  ^yitll  the    Trust  Company,  in  New  York, 

N.  T.,  or  the   Trust  and  Savings  Bank,  Chicago,  Illinois,  or 

The  National  Bank  of  Pittsburg,  Pittsburg,  Pa.,  the  depos- 
itaries hereunder.  Bonds  registered  as  to  principal  should  be  restored 
to  "Bearer"  form  before  deposit. 

(b)  Holders  of  notes  or  drafts  made,  accepted  or  endorsed  by  the 
Company  must  deposit  the  same  with  one  of  the  Depositaries,  duly  eu'dorsed 
without  recourse. 

(c)  Holders  of  claims  against  the  Company  which  are  in  open  account 
or  are  not  evidenced  by  obligations  in  writing  must  deposit  with  one 
of  the  Depositaries,  assignments,  in  form  approved  by  the  Committee, 
of  such  claims  to  the  Committee,  or  to  such  person  as  it  shall  designate, 
accompanied  by  a  certificate  as  to  the  validity  and  amount  of  the  claim 
executed  by  a  person  designated  by  the  Company,  or  by  the  Eeceivers, 
with  the  approval  of  the  Committee,  to  pass  upon  the  amount  and  val- 
idity of  claims  of  creditors. 

The  Committee  may  in  its  discretion  decline  to  permit  the  deposit,  or 
cause  the  return  to  the  depositor,  of  any  obligation  or  assignment  of 
claim  in  case  the  Committee  has  reason  to  believe  that  the  obligation  or 
claim  is  invalid  in  whole  or  in  part. 

The  committee  may  limit  the  time  for  receiving  obligations  and 
claims  hereunder  as  provided  in  the  agreement. 

Dated  January  20,  1908. 

See  Form  2062  post,  for  modified  or  substitute  plan  for  readjustment 
of  debt,  and  Form  20G3,  jyost,  for  agreement  for  readjustment  of  debt  in 
accordance  with  plan  of  reorganization. 

The  form  next  preceding  and  the  two  forms  next  following  constituted 
the  plan  and  agreement  for  the  reorganization  of  the  Westinghouse  Elec- 
tric  and   Manufacturing   Company. 

Form  2062. 
MODIFIED  OR  SUBSTITUTE  PLAN  FOR  THE  READJUST- 
MENT OF  DEBT. 

I. 

Present  Debt.      (Exclusive  of  Interest.) 
Unsecured  Debt: 
Convertible  Sinking  Fund  Five  Per  Cent.  Gold  Bonds,  due 

.January  1,  1931    : $18,500,000 

Five  Per  Cent.  Gold  Debenture  Certificates,  due  July  1,  1913  1,969,000 
Merchandise  Debt  including  notes  issued  for  merchandise..  4,762,560 
Bills  payable  for  money  borrowed    7,919,000 

Total    Unsecured    Debt    $33,150,560 


Debt  Secured  by  Collateral: 

Three-Year  Six  Per  Cent.  Collateral  Notes,  due  August  1,  1910       $  6,000,000 

Ten- Year  Five  Per  Cent.   Collateral  Notes    (French  Loan), 

due  October  1,  1917    •.  .  .      $  2,702,702 


Total  Secured  Debt $8,702,702 


REORGANIZATTOX  OF  CORPORATIONS.         1815 

(Note.      This    plau    is    based    upon    statements    furnisbe<l    by    Messrs. 

.^ ,   Certified   Public  Accountants,   who   have  been  auditors  of 

the  Company  since  1902,  and  upon  statements  of  account  dated  August 
31,  1908  furnished  by  the  Auditor  of  the  Receivers.) 

ir. 

Provision  as  to  Fuudod  Debt. 
The   funded    debt,   consisting    of    i'a'i    Convertible    Sinking    Fund    Five 
Per  Cent.  Gold  Bonds,  Five  Per  Cent.  Gold  Debenture  Certilicates,  Three- 
Year  Six  Per  Cent.  Collateral  Notes  an<l  Ten-Year  Five   Per  Cent.  Col- 
lateral Notes,  is  not  to  be  disturbed. 

III. 

Provisions  for  Merchandise  Debt. 
The    merchandise   debt    is   to   be   satisfied   by   the   merchandise   creditors 
surrendering    their    claims    in    exchange    for    new    "assenting    stock"    of 
the  Company  at  par. 

IV. 

Provisions  for  Bank  Debt.     (Notes  Payable  for  Money  Borrowed.) 

Holders  of  this  debt  are  to  receive  in  exchange  therefor  one-half 
thereof  in  Convertible  Sinking  Fund  Five  Per  Cent.  Gold  Bonds  of  the 
Company  (of  the  present  authorized  issue)  at  par,  and  for  the  other 
one-half  either  (a)  five  per  cent,  notes  of  the  Company  in  three  equal 
amounts,  maturing  respectively  in.  four,  five  and  six  years  from  their 
date,  to  the  extent  of  30  per  cent,  of  the  face  value  of  the  claim  and 
for  the  balance  of  the  claim  "assenting  stock"  of  the  Company  at  par, 
the  creditor  to  have  the  privilege,  however,  of  taking  a  larger  amount 
in  "assenting  stock"  and  a  lesser  amount  in  obligations;  or  (b)  at  the 
option  of  the  creditor  in  respect  of  the  one-half  of  the  claim  not  cov- 
ered by  Convertible  Sinking  Fund  Gold  Bonds,  Five  Per  Cent,  notes  of 
the  Company  maturing  fifteen  years  from  their  date. 

Interest  is  to  be  payable  on  all  notes  semi-annually. 

A  number  of  the  bank  debt  holders  have  indicated  their  desire  to 
take  "assenting  stock"  for  the  50  per  cent,  of  their  claims  not  payable 
by  Convertible  Bonds,  and  this  privilege  is  accorded  to  all  holders  of 
the  bank  debt. 

V. 

Cash  Subscriptions  to  $6,000,000   New  "Assenting  Stock." 
In   addition   to   the  stock   subscriptions   payable   by   the   surrender   of 
debt,  the  Company  to  receive  from  stockholders  and  others  subscriptions 
at  par  for  $6,000,000   of   "assenting  stock,"   to  be  payable   in  cash   in 
such  installmetts  as  the  Committee  shall  approve. 

VI. 
Management. 
The  Committee  have  appioved  the  following  plan  for  the  future  man- 
agement of  the  Company. 

(a)  The  Company  to  have  a  board  of  twelve  directors  with  power 
to  add  additional  members  to  be  distributed  equally  among  the  four 
classes  hereinafter  mentioned. 

(b)  The  board  to  be  classified  in  respect  of  the  tenure  of  oflice,  of  its 


1816     CORPORATION  FORMS  AND  PRECEDENTS. 

members   so   that  there  shall   be  four   classes,   the  term   of  one   class  to 
expire  each  vear. 

(c)  The  new  board  of  directors  to  consist  of  persons  approved  by 
the  Readjustment  Committee  with  representation  on  the  board  of  per- 
sons acceptable  to  the  Merchandise  Creditors'  Committee. 

(d)  The  Readjustment  Committee  is  to  appoint  a  Proxy  Committee 
to  remain  in  existence  for  five  years,  the  members  thereof  to  be  chosen 
after  conference  with  the  Merchandise  Creditors'  Committee  and  the 
principal  stockholding  interests. 

The  foregoing  arrangement  as  to  management  may  be  modified  in  the 
Committee's  discretion. 

VII. 
Consummation  of  Plan. 

This  modified  or  substitute  plan  is  to  be  carried  out  by  the  Readjust- 
ment Committee,  acting  under  the  Readjustment  Agreement  bearing  date 
January  20,  1908,  originals  of  which  are  lodged  with  the  Depositaries 
hereinafter  named.  Reference  is  hereby  made  to  said  agreement  for 
the  provisions  with  reference  to  the  Committee.  In  case  of  conflict 
between  this  modified  or  substitute  plan  and  the  terms  of  said  agree- 
ment, the  latter  shall  govern. 

The  modified  or  substitute  plan  is  to  be  consummated  by  means  of  the 
present  corporation.  The  Committee  is  authorized  and  empowered  to 
take  any  action  whatever  they  may  deem  proper  in  respect  of  any  of 
the  deposited  obligations  and  claims  for  the  purpose  of  aiding  in  the 
consummation  of  the  modified  or  substitute  plan,  including  also  the 
making  of  any  waivers  of  defaults  and  of  their  consequences  and  the 
giving  of  any  directions  under  or  in  respect  of  any  of  the  agreements 
under  which  any  of  the  deposited  obligations  were  issued 

VIII. 

Conditions  Under  Which  Modified  or  Substituted  Plan  is  Accepted. 

This  modified  or  substitute  plan  is  not  to  become  operative  unless  and 
until  subscriptions  to  $6,000,000  of  "assenting  stock  "  and  the  necessary 
assents  of  the  holders  of  the  bank  debt  and  merchandise  creditors'  claims 
are  in  hand,  and  the  Committee  have  fixed  October  27,  1908,  as  the  date 
by  which  such  subscriptions  and  assents,  must  be  received. 

The  Committee,  however,  may,  in  its  discretion,  impose  such  additional 
conditions  or  grant  such  additional  extensions  as  may  be  necessary  or 
proper  to  effect  the  readjustment  of  the  debt  of  the  Company,  and  to 
determine  when  assents  of  a  sufficient  number  of  creditors  have  been 
received  to  make  it  advisable  to  declare  the  plan  operative. 

IX. 

Withdrawal  of  Bonds  or  Obligations. 
After  the  filing  of  this  modified  or  substitute  plan  with  the  Depositaries 
hereinafter  mentioned,  and  during  the  period  of  three  weeks  after  the 
final  publication  of  the  notice  provided  for  in  the  agreement  of  January 
20,  1908,  all  holders  of  the  outstanding  certificates  of  deposit  for  each 
particular  class  or  classes  of  obligations  or  claims  affected  by  the  changes 
or  modifications  herein  provided  for  (except  those  assenting  as  herein- 
after  provided)    may   surrender   their   respective   certificates    and  with- 


REORGANIZATION  OF  CORPORATIONS.         1817 

draw  their  obligations  or  claims,  provided,  however,  in  every  case  of 
withdrawal  any  certificate  holder  withdrawing  shall  make  payment  to 
the  Depositary  of  one  per  cent,  of  the  amount  of  the  par  or  face  value 
of  the  oldigations  or  claims  withdrawn  as  and  for  his  share  of  the  expenses 
ot  the  Committee.  Every  depositor  not  so  surrendering  and  withdrawing 
within  three  weeks  after  final  publication  of  said  notice  is  to  be  deemed 
to  have  assented  to  this  modified  or  substitute  plan  and  shall  be  bound 
thereby  as  fully  and  effectively  as  if  he  had  actually  assented  thereto. 
The  expenses  of  the  readjustment  when  consummated,  including  com- 
pensation of  the  Committee,  are  to  be  borne  by  the  Company  and  no 
cliarge  is  to  be  made  to  depositors  upon  the  delivery  of  the  securities 
to  which  they  are  entitled  on  the  consummation  of  the  modified  or  sub- 
stitute plan. 

X. 
Method  of  Deposit  Under  Modified  or  Substitute  Plan. 
Creditors   of  the   Company   desiring  to  participate   in  the   modified   or 
substitute  plan  may  assent  thereto  in  the  foregoing  manner  or  in  such 
other  manner  as  the  Committee  may  from  time  to  time  approve: 

1.  Holders  of  Convertible  Bonds,  Debenture  Certificates  and  Collateral 
Notes  who  have  already  deposited  their  obligations  with  a  depositary 
of  the  Readjustment  Committee,  need  take  no  further  action. 

2.  Holders  of  Convertible  Bonds,  Debenture  Certificates  and  Collateral 
Notes  who  have  not  deposited  the  obligations  should  deposit  them  with 
one  of  the  Depositaries  of  the  Readjustment  Committee. 

3.  Holders  of  merchandise  claims  who  have  deposited  an  assignment 
of  their  claims  with  a  Depositary  of  the  Committee  and  executed  an 
agreement  with  the  Merchandise  Creditors'  Committee  to  take  stock  in 
payment  of  their  claims,  need  take  no  further  action,  but  creditors  who 
have  not  deposited  their  claims  and  who  have  not  executed  such  agree- 
ment with  the  Merchandise  Creditors'  Committee  should  sign  such  agree- 
ment and  forward  the  same  to ,  Secretary  of  the  Merchan- 
dise Creditors'  Committee,  No Broadway,  New  York  City. 

4.  Holders  of  merchandise  claims  wlio  have  not  deposited  assign- 
ments of  their  claims  should  execute  an  assignment  and  forward  the 
same  to  the  Secretary  of  the  Merchandise  Creditors'  Committee. 

5.  Holders  of  Notes  Payable  (bank  debt)  who  have  deposited  their 
notes  with  the  depositaries  of  the  Readjustment  Committee  and  executed 
an  agreement  to  take  securities  in  accordance  with  the  "Merchandise 
Creditors'  Plan,"  need  take  no  further  action;  but  holders  of  Notes 
Payable  (bank  debt),  who  have  not  deposited  their  notes  with  one  of 
the  Depositaries  and  who  have  executed  an  agreement  to  take  securities, 
should  deposit  their  notes  with  one  of  the  Depositaries  of  the  Readjust- 
ment Committee. 

6.  Holders  of  Notes  Payable  (bank  debt)  who  have  not  deposited 
their  notes  nor  executed  an  agreement  to  take  securities  in  accordance 
with  the  "Merchandise  Creditors'  Plan,"  should  at  once  deposit  their 
notes  and  execute  an  agreement  in  the  form  provided  by  the  Readjust- 
ment Committee,  in  which  should  be  specified  the  securities  which  the 
holder  elects  to  take  in  conipliance  with  this  modified  or  substitute  plan. 

The  Committee  may  in  its  discretion  decline  to  permit  the  deposit,  or 
cause  the   return   to  the   depositor,   of   any  obligation   or   assignment   of 


1818     CORPORATION  FORMS  AND  PRECEDENTS. 

claim  in  case  the  Committee  has  reason  to  believe  that  the  obligation 
or  claim  is  invalid  in  whole  or  in  part. 

The  Depositaries  hereunder  are:   Trust  Company,  New  York, 

N.  Y.; Trust  aud  Savings  Bank,  Chicago,  111.;  The   

National  Bank  of  Pittsburg,  Pittsburg,  Pa.;  and  The  National 
Bank  of  Boston,  Mass. 

Dated  September  28,  1908. 

See  Form  2161,  supra,  and  note  thereunder. 

Form  2063. 

AGREEMENT  FOR  READJUSTMENT  OF  DEBT  IN  AC- 
CORDANCE WITH  A  PLAN  OF  REORGANIZATION 
—SET  FORTH  IN  TWO  PRECEDING  FORMS.i 

Agreement  made  this day  of ,  one  thou- 
sand  nine   hundred   and    ,   between (hereinafter 

called  the  "Committee"),  parties  of  the  first  part;    and 

(hereinafter  called  the   "Depositaries"),  parties   of 

the  second  part,  and  Holders  of  the  Convertible  Five  Per  Cent.  Bonds, 
Debenture  Certificates,  Three  Year  Collateral  Notes,  Ten  Year  Collateral 

Notes  and  Floating  Debt   of    ,  who   shall   become  parties   to 

this  Agreement  (hereinafter  called  "Depositors"),  parties  of  the  third 
part, 

Witnesseth  that  the  parties  hereto,  for  and  in  consideration  of  the 
covenants  and  promises  hereinafter  recited,  and  for  the  purpose  of  con- 
summating the  foregoing  plan  for  the  readjustment  of  the  debt  of  the 

•  • Company    (hereinafter   called   the   ' '  Company"),   or   some 

modified  or  substitute  plan  for  such  readjustment,  have  mutually  agreed  and 
hereby  do  severally  agree,  and  each  Depositor  has  agreed  and  hereby 
does  agree,  with  the  other  Depositors  and  with  the  Committee  as  follows: 

First.  The  foregoing  plan  for  the  readjustment  of  the  capital  of 
the  Company  is  hereby  adopted  and  approved,  and  shall  be  taken  to  be 
a  part  of  this  agreement  with  the  same  effect  as  though  each  and  every 
statement  and  provision  thereof  had  been  embodied  herein,  and  said 
plan  and  this  agreement  shall  be  read  as  one  and  the  same  instrument; 
but  no  estimate,  statement,  explanation  or  suggestion  contained  in  the 
said  plan  or  in  this  agreement,  or  in  any  circular  issued  or  which  may 
hereafter  be  issued  by  the  Committee,  is  intended  or  is  to  be  taken  as 
a  representation  or  warranty,  or  as  a  condition  of  deposit  or  assent, 
under  the  jjlan  and  this  agreement,  and  no  defect  or  error  therein  shall 
release  any  deposit  under  the  plan  and  this  agreement,  or  affect  or 
release  any  assent  thereto,  except  by  written  consent  of  the  Committee. 
Counterpart  originals  of  this  agreement,  signed  by  the  Committee,  or 
by  a  majority  thereof,  shall  be  lodged  with  the  Depositaries,  and  with 
any  other  Depositaries  appointed  as  hereinafter  provided;  and  each  of 
said  originals  shall  be  taken  as  a  complete  and  original  instrument,  but 
all  together  shall  constitute  one  agreement. 

Second.     Creditors  of  the  Company  may  become  parties  to  this  agree- 

1 — See  generally  as  to  power  to  scale  down  securities,  Co.)k  on  Corpora- 
tions, §888;  Clark  &  M.,  Corp.,   §  345a. 


REORGANIZATION  OF  CORPORATIONS.-       1819 

mont  in  tho  manner  providcil  in  Artiflo  X.  of  the  forej^oing  plan  and 
upon  compliance  with  such  further  re(|uiremcuts  and  regulations  as  the 
Committee  shall  from  time  to  time  estal.liBh  by  notice  to  the  Depositaries, 
and  the  DejMJsitors  agree  respectively  at  any  time  on  demand  of  the  Com- 
mittee to  execute  any  and  all  other  transfers,  assignments  or  other  writ- 
ings required  for  vesting  in  tho  Committee  or  their  nominees  ownership 
of  and  all  powers  of  ownership  in  respect  of  the  obligations  and  claims 
deposited  hereunder  or  assigned  to  the  Committee.  The  Committee  or 
tho  Depositaries  may  decline  to  receive  or  may  at  any  time  return 
to  the  holder  of  the  Certificates  of  Deposit  issued  therefor,  any  obliga- 
tions or  assignments  of  claims  which  the  Committee,  or  such  person  as 
it  shall  appoint  for  the  purpose  of  passing  upon  the  validity  of  claims, 
shall  deem  to  be  invalid  in  whole  or  in  part,  and  the  Committee  may,  in 
its  discretion,  impose  as  a  condition  to  tho  deposit  of  obligations  or 
assignments  of  claims,  that  some  person  designated  by  the  Committee 
shall  first  have  certified  to  the  validity  of  the  obligation  or  claim,  as 
the  caso  may  be.  The  Committee  or  the  Depositaries  may  permit  tho 
deposit  hereunder  of  any  obligation  or  claim  for  the  payment  of  which 
tho  Committee  is  liable  as  guarantor  or  endorser.  In  case  any  negotiable 
instrument  endorsed  by  the  Comjjany  or  by  any  other  enrlorser  shall 
mature  while  on  dei>osit  hereunder  the  Depositary  shall  cause  the  same  to 
be  presented  for  payment  and  duly  protested  as  against  the  endorser  unless 
notice  of  presentation  and  protest  shall  have  been  duly  waived  by  such 
endorser.  In  case  of  the  deposit  of  obligations  or  claims  secured  by  col- 
lateral (other  than  collateral  notes  of  either  of  the  two  issues  specified 
in  the  annexed  plan)  the  collateral  shall  be  deposited  with  the  Depositary 
and  shall  be  noted  on  tho  Certificate  of  Deposit  issued  for  such  obligation 
or  claim.  In  case  of  the  consummation  of  a  plan  such  collateral  shall 
become  the  property  of  the  Company,  but  in  case  no  plan  is  consummated 
the  collateral  shall  be  returned  to  the  Depositor  together  with  his  obliga- 
tion or  assignment  of  claim  upon  payment  by  him  pro  rata  of  his  share 
of  the  expenses  of  the  Committee  as  apportioned  by  said  Committee. 
AH  depositors  shall  receive  Certificates  of  Deposit  in  a  form  to  be  pre- 
scribed by  the  Committee  specifying  the  obligation  or  claim  deposited, 
and  the  holders  of  such  Certificates  of  Deposit  issued  hereunder  shall  be 
entitled  only  to  the  rights  and  benefits  in  the  plan  and  the  agreement  as 
accruing  to  the  holders  of  the  obligations  and  claims  represented  by 
such  certificates  respectively,  or  granted  by  the  Committee  pursuant  to 
the  powers  conferred  upon  them  hereunder;  and  thereafter  the  holder 
of  any  such  certificate  or  of  any  certificate  issued  in  lieu  thereof  or  in 
exchange  therefor  shall  be  subject  to  the  plan  and  this  agreement  and 
entitled  to  have  and  exercise  only  the  rights  of  the  original  Depositor 
under  the  certificate  issued  to  him  in  respect  of  the  stock  therein  men- 
tioned.2      shall  act  as  Depositaries  under  the 

plan  and  this  agreement.  The  Committee  may  appoint  additional  trust 
companies  or  incorporated  banks  in  other  cities  to  act  as  Depositaries 
under  the  plan  and  agreement. 

Third.     Certificates    of    Deposit    issued    hereunder    and    the    interests 
represented   thereby  shall   be  transferable   only   subject   to   the   terms   and 

2 — See  generally  as  to  reorganization  committee,  its  powers,  duties  and 
liabilities,  C'ook  on  Corporations,  §  888;  Clark  &  M.,  Corp.,  §  345e. 


1820    CORPORATION  FORMS  AND  PRECEDENTS. 

conditious  of  the  plau   and  this  agreement  and  in   such  manner  as  the 
Committee  may  approve;   and  upon  such  transfer,  all  rights  of  the  De- 
positors in  respect  of  the  deposited  obligations  and  claims  represented 
by  such  Certificates  of  Deposit,  and  all  rights  under  the  Certificates  of 
Deposit   transferred,   shall   pass   to   the   transferee,   and   the    transferees 
and  holders  of  such  Certificates  of  Deposit  shall  for  all  purposes  be  sub- 
stituted in  place  of  the  prior  holders,  subject  to  the  plan  and  this  agree- 
ment.3     All  such  transferees,  as  well  as  the  original  holders  of  Certifi- 
cates  of   Deposit   issued   hereunder,   shall   be   embraced   under   the   term 
"Depositors,"  whenever  used  herein.     Each  Certificate  of  Deposit  may 
be   treated   by   the   Committee   and  by   the   Depositary   as   a   negotiable 
instrument,  and  the  holder  for  the  time  being  may  be  deemed  to  be  and 
treated  as  the  absolute  owner  thereof,  and  of  all  rights  of  the  original 
Depositor   of   the   stock  in  respect   of   which   the   same   was   issued,   and 
neither  the  Depositary  nor  the  Committee  shall  be  affected  by  any  notice 
to   the   contrary.     By  accepting  any   such   Certificate   of   Deposit,   every 
recipient  or  holder  thereof  shall  thereby  become  a  party  to  the  plan  and 
this    agreement    with    the    same   force    and   effect   as    though    an   actual 
subscriber    hereto.      The    term   "Depositor,"    whenever   used    herein,    is 
intended,   and  shall  be  construed,   to   include,  not   only   persons   acting   in 
their  own  right,  but  also  trustees,  guardians,  committees,  agents  and  all 
persons  acting  in  a  representative  or  fiduciary  capacity,  and  those  rep- 
resented by  or  claiming  under  them,  and  partnerships,  associations,  joint- 
stock   companies   and    corporations.      No   rights   hereunder    shall   accrue 
in  rospect  of  any  obligations  and  claims  mentioned  in  the  plan  and  in 
this  agreement  unless  and  until  the  same  shall  have  been  fully  subjected 
to  the  control  of  the   Committee  and  to  the  operation   of  the  plan  and 
this  agreement  as  herein  provided.     The   Committee   may,   in  their   dis- 
cretion, fix  or  limit  the  period  or  periods  within  which   holders   of  any 
obligations    and    claims    may    deposit    their    obligations    and    claims,    and 
within  which  they  may  become  parties  to  the  plan  and  this  agreement, 
and   the   Committee   in   their   discretion,   either   generally    or    in    special 
instances,  may  extend  or  renew  the  period  or  periods  so  fixed  or  limited 
for  such  further  periods  and  upon  such  terms  and  conditions  as  they  may 
see   fit.      Holders    of    obligations    and    claims    not    deposited    within    the 
periods   respectively   fixed   or   limited   therefor    will   not    be   entitled   to 
deposit  the  same  or  to  become  parties  to  this  agreement  or  to  share  in 
the  benefits  hereof,  and  shall  acquire  no  rights  hereunder,  except  upon 
obtaining  the  express  consent  of  the  Committee,  who  may  withhold   or 
give  such  consent  in  their  absolute  discretion  and  upon  such  terms  and 
conditions  as  they  may  see  fit.* 

Fourth.  The  Committee  shall  have,  and  are  hereby  granted,  the  power 
and  authority  to  carry  out  and  effectuate  this  agreement  and  said  plan 
for  the  readjustment  of  the  debt  of  the  Company,  not  only  in  the  man- 
ner specified  in  said  annexed  plan,  but  in  whatever  lawful  manner  may 
seem  to  them  expedient  and  for  the  best  interests  of  the  Depositors  or 

3 — See  as  to  certificate  of  deposit  issued  during  a  reorganization,  Cook 
on  Corporations,   §888;   Clark  &  M.,  Corp.,   §  34.5a. 

4 — See  as  to  right  to  participate  in  reorganization  and  effect  of  failure 
to  join  therein  within  specified  time,  Cook  on  Corporations,  §888;  Clark 
&  M.,  Corp.,  §  345h. 


REORGANIZATION  OF  CORPORATIONS.         1821 

likely  to  accomplish  in  substance  the  results  contemplateil  hy  the  plan. 
Fifth.  The  Depositors  hereby  request  the  Committee  to  carry  out  the 
plan  and  this  agreement,  in  its  entirety  or  in  part,  to  such  extent  ami 
in  such  niaiiiicr  and  with  such  additions,  exceptions  and  modifications 
as  the  Coiniiiitteo  shall  deem  to  be  for  the  })est  interests  of  the  Depositors. 
Each  and  o\ery  Depositor,  for  himself  and  not  for  any  other,  docs  hereby 
sell,  assign,  transfer  and  set  over  to  the  Committee,  and  to  their  suc- 
cessors and  assigns,  each  and  every  obligation  and  claim  def)osited 
hereunder  or  assigned  to  the  Committee,  and  every  Depositor  hereby 
agrees  that  the  Committee  shall  be,  and  they  are  hereby,  vested  with 
all  the  rights  and  powers  of  owners  of  the  obligations  and  claims  de- 
posited lierounder,  including  the  right  to  transfer  the  same  into  their 
own  names,  or  into  the  name  of  any  other  person  or  persons,  j)arty  or 
parties,  whom  they  may  select;  and  (without  limiting  the  foregoing 
provision)  it  is  hereby  declared  that  the  Committee  shall  be  fully  author- 
ized to  consent  as  holders  of  said  obligations  ami  claims  to  any  corporate 
action,  and  to  sign  any  written  consent  required  or  permitted  by  law 
to  be  signed,  and  file  the  same;  to  use  every  such  obligation  or  claim 
as  fully  and  to  the  same  extent  as  the  owner  or  holder  thereof;  to 
declare  due  the  principal  of  any  obligation  and  claim  deposited  here- 
under, and  to  revoke  any  such  declaration  whenever  made;' to  give  all 
bonds  of  indemnity  or  other  bonds,  and  to  charge  therewith  the  obliga- 
tions and  claims  deposited  hereunder  or  the  new  securities  to  be  issued 
hereunder  or  any  part  thereof;  to  institute  or  to  become  parties  to  any 
legal  proceeding;  to  compromise  any  litigation  now  or  at  any  time 
existing  or  threatened,  in  whole  or  in  part,  with  plenary  power  to  enter 
into  any  arrangement  tending  towards,  or  deemed  by  them,  in  their 
discretion,  likely  to  promote,  the  consummation  of  the  plan  and  of  this 
agreement;  to  do  whatever,  in  the  judgment  of  the  Committee,  may 
be  necessary  to  promote  or  to  procure  the  sale  as  an  entirety,  or  the 
separate  sales  of  any  lands  or  other  property  of  the  Company,  wherever 
situated;  to  adjourn  any  sale  at  their  discretion;  to  bid,  or  to  refrain 
from  bidding,  at  any  sale,  either  public  or  private,  either  in  separate 
lots  or  as  a  whole,  for  any  property,  or  any  part  thereof,  including  or 
excluding  any  particular  property,  real  or  personal;  to  hold  any  prop- 
erty purchased  by  them  either  in  their  name  or  in  the  name  of  persons 
or  corporations  by  them  chosen  for  the  purposes  of  this  agreement.  The 
amount  to  be  bid  or  paid  by  the  Committee  for  any  property  shall  be 
absolutely  discretionary  with  them;  and,  in  case  of  the  sale  to  others  of 
any  property,  the  Committee  may  receive,  out  of  the  proceeds  of  such 
sale,  or  otherwise,  any  dividend  or  payment  in  any  form  accruing  on 
any  obligations  and  claims  held  by  them.  The  Committee  shall  further 
be  authorized  to  receive  and  dispose  of,  in  accordance  with  any  of  the 
provisions  of  the  plan  and  this  agreement,  any  new  securities  to  be 
created,  and  the  Committee  may  vote  upon  the  obligations  and  claims  of 
the  Company  or  obligations  or  stock  of  any  new  company  for  all  pur- 
poses in  their  judgment  necessary  or  advisable  until  the  sai<l  obligations 
or  stock  shall  be  delivered  to  the  Depositors  or  whoever  shall  be  entitled 
to  receive  the  same.s 

5 — See  as  to  construction  of  powers  granted  to  a  reorganization  com- 
mittee. Cook  on  Corporations,  §888;  Clark  &  M.,  Corp.,  §  34od. 


1822     CORPORATION  FORMS  AND  PRECEDENTS. 

Sixth,  The  Coinmittoe  may  construe  the  plan  and  this  agreement, 
and  their  construction  thereof  or  action  thereunder,  in  good  faith  shall 
be  final  and  conclusive.  They  may  supply  any  defect  or  omission,  or 
reconcile  any  inconsistencies,  in  such  manner  and  to  such  extent  as 
shall  be  deemed  by  them  necessary  to  carry  out  the  plan  properly  and 
effectively,  and  they  shall  be  the  sole  judges  of  such  necessity.  They 
shall  be  the  sole  and  final  judges  as  to  when  and  whether  the  assent  of 
a  sufiicient  number  of  the  creditors  of  the  Company  and  subscriptions 
to  a  sufficient  amount  of  new  capital  stock  shall  have  been  obtained  to 
warrant  them  in  declaring  the  plan  operative,  or  attempting  to  carry 
the  same  into  effect;  and  they  shall  have  power  whenever  they  shall  deem 
proper,  at  any  time  before  the  new  securities  shall  have  been  issued  and 
delivered  to  the  Depositors  or  other  parties  entitled  to  receive  them,  to 
alter,  modify,  depart  from  or  abandon  the  plan  of  readjustment,  or  any 
part  thereof  except  as  in  said  plan  provided.  They  may  at  any  time 
or  times,  after  any  such  partial  abandonment,  restore  to  the  plan  any 
abandoned  part  or  parts  thereof,  and  may  seek  to  carry  the  same  into 
effect  as  fully  as  if  such  part  or  parts  had  not  been  abandoned.  They 
may  also  attempt  to  carry  the  plan  into  effect  rather  than  to  abandon 
the  same,  or  adopt  a  modified  or  substitute  plan  as  hereinafter  provided, 
even  though  it  be  manifest  that,  as  carried  out,  the  plan  must  depart 
from  the  original  plan  or  from  some  part  thereof.  Any  change  or  modi- 
fication made  by  the  Committee  shall  thereupon  become  and  be  part  of 
the  plan  and  this  agreement;  and  all  provisions  concerning  the  present 
plan  shall  apply  to  the  plan  so  changed  or  modified.  In  case  any  modified 
or  substitute  plan  shall,  in  the  opinion  of  the  Committee,  substantially 
meet  the  requirements  stated  in  sub-divisions  (1),  (2)  and  (3)  of  Article 
IX.  of  the  plan,  or  shall  so  nearly  meet  such  requirements  that  in  the 
opinion  of  the  Committee  the  submission  of  the  substitute  or  modified 
plan  to  the  depositors  is  unnecessary,  the  Committee  may  proceed  with 
the  execution  of  such  modified  or  substitute  plan  as  though  the  same 
had  been  herein  set  forth  in  full  and  expressly  assented  to  by  each 
Depositor.  If,  however,  any  modified  or  substitute  plan  shall  so  far 
depart  from  said  requirements  that  in  the  opinion  of  the  Committee 
it  is  advisable  that  the  same  should  be  submitted  to  Depositors,  the  Com- 
mittee shall  file  a  statement  of  such  proposed  change  or  modification 
with  the  Depositaries,  and  give  notice  of  the  fact  of  such  filing  as  here- 
inafter provided  in  Article  Twelve;  and  within  three  weeks  after  final 
publication  of  such  notice  all  holders  of  the  outstanding  Certificates  of 
Deposit  for  such  particular  class  or  classes  of  obligations  or  claims  so 
affected  by  any  such  change  or  modification  may  surrender  their  respec- 
tive Certificates  and  withdraw  their  obligations  or  claims  of  such  par- 
ticular class  or  classes,  or  the  proceeds  thereof  or  substitutes  therefor, 
then  under  the  control  of  the  Committee,  to  the  extent  applicable  in 
respect  of  such  Certificates  of  Deposit;  provided,  however,  that  in  every 
case  of  withdrawal  and  cancellation  any  certificate  holder  withdrawing 
shall  make  payment  pro  rata  of  his  share  of  the  expenses  of  said  Com- 
mittee, as  apportioned  by  them,  which  expenses  shall  not  exceed  the 
sum  of  $10  for  each  $1000  of  obligations  or  claims  withdrawn.  Every 
Depositor  not  so  surrendering  and  withdrawing  within  such  three  weeks 
after  final  publication  of  said  notice  shall  be  deemed  to  have  assented 


REORGANIZATION  OF  CORPORATIONS.        1823 

to  the  proposed  change  or  modification,  and  whether  or  not  otherwise 
objecting,  shall  be  bound  thereby  as  fully  and  effectively  as  if  he  had 
actually  assented  thereto.  In  every  case  of  withdrawal,  any  amounts 
actually  collected  by  the  Committee  on  the  deposited  obligations  or 
claims  will,  in  case  of  such  withdrawal,  be  accounted  for  by  the  Com- 
mittee to  the  Depositors  for  such  obligations  or  claims.  In  fase  the 
Committee  shall  finally  abandon  the  entire  plan,  the  obligations  and 
claims  deposited  hereunder  shall  be  delivered  to  the  several  Depositors 
in  amounts  representing  their  respective  interests  upon  surrender  of 
their  respective  certificates  and  payment  of  such  expenses  as  shall  have 
been  incurred  by  the  Committee,  and  the  Committee  shall  have  power, 
in  their  discretion,  to  determine  and  to  apportion  among  the  several 
classes  of  obligations  and  claims  deposited  hereunder  the  share  of  ex- 
pense to  be  borne  by  each.  The  Committee  shall  not  be  liable  for  loss 
of  any  money  disbursed  or  expemled  by  them  for  the  purposes  of  the 
plan  or  of  this  agreement,  nor  for  any  depreciation  in  value  of  any 
property  purchased  by  them,  and  the  Depositors  shall  have  no  claim  for 
the  repayment  of  any  such  moneys  except  to  the  extent  of  their  ratable 
shares  of  such  moneys  or  their  proceeds  at  the  time  remaining  in  the 
hands  of  or  subsequently  collected  by  the  Committee  after  payment  of 
all  such  expenses. 

Seventh.  The  Committee  may  proceed  under  the  plan  and  this  agree- 
ment or  any  part  thereof  in  such  manner  as  to  them  shall  seem  advisable. 
The  Committee  may,  in  their  discretion,  purchase  obligations  of  or 
claims  against  the  Company  and  deposit  the  same  subject  to  said  plan 
and  agreement,  and  may  provide  for  the  pprchase  price  thereof  by  the 
sale  of  obligations  and  claims  of  the  Company,  or  of  any  new  company 
which  may  be  organized  for  the  purpose  of  carrying  out  said  plan.  Any 
action  contemplated  in  the  plan  and  this  agreement  to  be  performed 
on  or  after  completion  of  the  plan  of  readjustment  may  be  taken  by  the 
Committee  at  any  time  when  they  shall  deem  the  plan  advanced  sufii- 
eiently  to  justify  such  course,  and  the  Committee,  as  they  may  deem 
necessary,  may  defer  the  performance  of  any  provision  of  the  plan  and 
this  agreement,  or  may  commit  such  performance  to  the  Company  or 
any  successor  Company.  They  may  also  in  their  discretion  set  apart 
and  hold  in  trust,  or  place  in  trust,  any  part  of  the  new  securities  to  be 
issued,  as  they  may  deem  judicious  for  the  purpose  of  securing  the 
application  thereof  for  any  of  the  purposes  of  the  plan  and  this  agree- 
ment or  for  the  uses  of  the  Company  or  of  a  new  company. 

Eighth.  From  time  to  time,  for  the  purpose  of  carrying  said  plan  and 
this  agreement  into  effect,  or  of  obtaining  assents  thereto,  the  Committee, 
either  generally  or  in  specific  instances,  may  make  contracts  with  any 
person,  syndicate  or  corporation  in  respect  of  any  matter  connected 
with  said  readjustment  including  an  agreement  to  submit  to  any  person, 
firm  or  Committee  any  modification  of  the  plan  before  adopting  the 
same;  and  in  their  discretion,  either  generally  or  in  specific  instances, 
and  upon  such  general  or  special  terms  and  conditions  as  they  may  deem 
proper,  may  arrange  to  procure  the  deposit  of  obligations  or  claims 
hereunder  or  to  purchase  and  deposit  the  same;  they  may  also,  from 
time  to  time,  by  loan,  guaranty,  or  by  sale  of  the  new  securities  to  be 
created,   or   otherwise,   upon   such   terms,   conditions   and   rates   as   said 


1824    CORPORATION  FORMS  AND  PRECEDENTS. 

Committee  shall  deem  proper,  obtain  any  moneys  required  to  carry  out 
the  plan  and  this  agreement;  and  for  the  performance  of  any  contract 
made  by  them  said  Committee  may  charge  the  deposited  obligations  and 
idaims,  and  may  pledge  the  same  for  the  payment  of  any  moneys  bor- 
rowed and  interest  thereon,  and  the  performance  of  any  other  obliga- 
tions incurred  under  the  powers  herein  conferred.  The  Committee  may 
employ  counsel,  agents  and  all  necessary  assistance,  and  may  incur  and 
discharge  or  assume  the  payment  of  any  and  all  expenses  by  them 
deemed  reasonable  for  the  purpose  of  this  agreement.  The  compensation 
and  expenses  of  the  Committee  shall  be  paid  as  part  of  the  readjust- 
ment by  the  Company  or  by  any  new  Company  to  be  formed.  The  Com- 
mittee may  prescribe  or  approve  the  form  of  all  instruments  at  any 
time  to  be  issued  or  entered  into.  The  Committee  may,  at  public  or 
private  sale,  or  otherwise,  dispose  of  any  securities  or  claims  left  in  their 
hands  because  of  any  failure  or  default  on  the  part  of  the  depositor  to 
make  deposits  or  payments  hereunder.  In  so  disposing  of  any  such 
securities  or  claims  thus  left  in  their  hands,  they  may  use  the  same  or 
the  proceeds  thereof  for  the  purpose  of  carrying  out  the  readjustment 
or  defraying  any  expense  thereof  in  such  manner  as  they  may  deem 
expedient  and  advisable.  At  the  time  of  the  creation  of  the  new  secur- 
ities, or  as  soon  thereafter  as  may  be,  the  Committee  may  take  such 
action  as  they  may  deem  necessary  to  guard  against  the  issue  of  par- 
ticular securities  in  any  manner  or  to  any  extent  inconsistent  with  the 
purposes  of  the  plan. 

Ninth.  The  Committee,  under  this  agreement,  shall  have  the  sole 
control,  direction  and  management  of  the  said  plan.  The  concurrent 
action  of  a  majority  of  the  Committee  shall  be  the  action  of  all  the 
Committee,  and  no  action  shall  be  taken  except  with  the  assent  of  at 
least  a  majority  of  said  Committee.  In  case  of  the  resignation,  death 
or  inability  to  act  of  any  member  of  said  Committee,  his  successor  may 
be  appointed  by  a  majority  of  the  other  members  of  the  Committee,  and 
the  person  so  appointed  shall  have  all  the  powers  conferred  hereby  upon 
a  member  of  said  Committee.  All  the  powers  conferred  by  this  agree- 
ment upon  the  Committee  shall  be  exercised  by  the  persons  who  ■  for 
the  time  being  constitute  such  Committee.  The  Committee  undertake 
to  endeavor  to  execute  the  plan  and  this  agreement,  but  neither  the 
Committee  nor  the  Depositaries  assume  any  individual  responsibility  for 
the  execution  of  the  plan  or  of  this  agreement,  or  any  part  of  either, 
nor  for  the  result  of  any  steps  taken  or  acts  done  for  the  purposes 
thereof.  Nor  shall  the  Committee  or  the  Depositaries  be  individually 
liable  for  any  act  or  omission  of  any  agent  or  employee  selected  by 
them,  nor  for  any  error  of  judgment  or  mistake  of  fact  or  law,  nor  in  any 
case  except  for  his,  its  or  their  own  individual  willful  malfeasance  or 
neglect;  nor  shall  any  member  of  the  Committee  be  liable  for  the  acts 
or  defaults  of  any  other  member  thereof  or  of  the  Depositaries.  The 
Committee  shall  have  the  right  to  sell,  or  cause  to  be  sold,  any  securities 
of  any  new  Company  not  required  for  exchange  under  said  plan,  for 
the  purpose  of  procuring  cash  to  purchase  any  obligations  or  claims 
that  in  the  opinion  of  the  Committee  should  be  purchased  for  deposit 
under  the  plan.  The  Committee  shall  have  the  right  to  form,  or  procure 
the  formation   of,   any   syndicate   or   syndicates   which   they   may   deem 


KEOKGANIZATION  OP  CORPORATIONS.        1825 

necessary  or  ailvantagoous  for  ine  purpose  of  providing  fuuds  neede.l 
for  any  of  said  purposes,  and  any  of  them  may  act  as  members  or  man- 
agers of  any  such  syndicate  or  syndicates  without  being  accountable  to 
the  Depositors,  or  any  of  them,  and  the  terms  of  any  such  syndicate 
shall  be  fixed  by  the  Committee,  and  as  so  fixed  shall  be  binding  and 
conclusive  upon  all  parties.  The  D('po.><itaries  shall  dispose  of  the 
deposited  obligations  and  claims  of  the  (.'omi)any  iu  such  manner  as  the 
Committee  or  a  majority  thereof  may  from  time  to  time  direct,  and  any 
direction  given  by  the  Committee  or  by  a  majority  thereof  as  to  any 
matter  whatsoever  shall  be  full  and  sufficient  authority  for  any  action 
of  the  Depositaries.  The  accounts  of  the  Committee  shall  be  audited  by 
a  certified  public  accountant,  and  filed  with  the  Board  of  Directors  of 
the  Company,  or  any  successor  Company  within  one  year  after  the  read- 
justment shall  have  been  completed.  The  accounts,  when  approved  by 
such  Board  of  Directors,  shall  be  final,  binding  and  conclusive  upon  all 
parties  having  any  interest  therein,  and  thereupon  the  Committee  shall 
be  discharged.  The  acceptance  of  new  securities  by  any  Depositor  shall 
prevent  such  acceptor  from  questioning  the  conformity  of  such  securities 
in  any  particular  to  any  provisions  of  tlo  plan. 

Tenth.  The  enumeration  of  specific  powers  hereby  conferred  shall 
not  be  construed  to  limit  or  to  restrict  general  powers  herein  conferred 
or  intended  so  to  be;  and  it  is  hereby  distinctly  declared  that  it  is 
intended  to  confer  on  the  Committee,  in  respect  of  all  obligations  and 
claims  deposited  or  to  be  deposited,  and  in  all  other  respects,  any  and 
all  powers  which  the  Committee  may  deem  necessary  or  expedient  in  or 
towards  carrying  out  or  promoting  the  purposes  of  the  plan  and  this 
agreement  in  any  respect  as  now  existing,  or  as  the  same  may  be  modified 
or  amended,  even  though  any  such  power  be  apparently  of  a  character 
not  now  contemplated;  and  the  Committee  may  exercise  any  and  every 
such  power  as  fully  and  effectively  as  if  the  same  were  herein  distinctly 
specified,  and  as  often  as,  for  any  cause  or  reason,  they  may  deem 
expedient.  The  methods  and  means  to  be  adopted  for  or  towards  carry- 
ing out  said  plan  of  readjustment  and  this  agreement  shall  be  entirely 
discretionary  with  the  Committee.o 

Eleventh.  The  claims  and  obligations  deposited  under  the  plan  and 
this  agreement,  and  all  obligations  and  claims  purchased  or  otherwise 
acquired  under  this  agreement,  shall  remain  in  full  force  and  effect  for 
all  purposes,  and  shall  not,  unless  the  Committee  shall  otherwise  direct, 
be  deemed  merged,  satisfied,  released  or  discharged  by  any  delivery  of 
new  securities;  and  no  legal  right  or  lien  shall  be  deemed  released  or 
waived.  Any  purchase  or  purchases  by  or  on  behalf  of  the  Committee 
shall  vest  the  property  purchased  in  the  Committee  free  from  all  inter- 
est or  claim  on  the  part  of  any  stockholders,  creditors  or  other  parties. 
No  right  is  conferred  or  created  hereby,  nor  is  any  liability  or  obligation 
incurred,  by  the  plan  and  this  agreement,  or  assumed  hereunder,  in  favor 
of  any  creditor,  stockholder  or  other  person  or  of  any  holder  of  any 
claim  whatsoever  against  the  Company,  nor  in  favor  of  any  company 
now  existing  or  to  be  formed  hereafter,  with  respect  to  any  obligations 
or  claims  deposited  under  this  agreement  or  any  moneys  paid  to,  or 
received  by,  the  Committee  or  by  the  Depositaries  hereunder,  or   with 

6_See  Cook  on  Corporations,  §888;  Clark  &  M.,  Corp.,  §  345d. 


1826    CORPORATION  FORMS  AND  PRECEDENTS. 


respect  to  any  property  acquired  by  purchase,  or  with  respect  to  any 
new  securities  to  be  issued  hereunder,  or  with  respect  to  any  otlier  mat- 
ter or  thing.  This  agreement  shall  be  construed  strictly  between  the 
parties  and  as  solely  affecting  and  relating  to  the  Committee,  Depos- 
itaries and  Depositors  hereunder. 

Twelfth.  All  calls  for  the  presentation  or  surrender  of  Certificates 
of  Deposit  issued  hereunder,  all  notices  fixing  or  limiting  any  period  for 
the  deposit  of  obligations  and  claims,  and  all  other  calls  or  notices  here- 
under, shall  be  inserted  in  two  daily  papers  of  general  circulation  pub- 
lished in  the  City  of ,  two  published  in  the  City  of 

and  two  published  in  the  City  of ,  twice  in  each  week  for  two 

successive  weeks,  beginning  on  any  day  of  the  week.  Any  call  or  notice 
whatsoever,  when  so  published  by  the  Committee,  shall  be  taken  and  con- 
sidered as  though  personally  served  on  all  Depositors  and  certificate 
holders  and  on  all  parties  hereto  -and  upon  all  parties  bound  hereby,  as 
of  the  day  of  the  final  insertion  thereof,  and  such  publication  shall  be  the 
only  notice  required  to  be  given  under  any  provisions  of  the  plan  and  this 
agreement.  When  a  call  or  notice  shall  have  been  advertised  as  above 
specified,  publication  shall  be  complete  as  regards  all  holders  of  Certifi- 
cates of  Deposit,  and  no  further  publication  or  notice  shall  be  required 
so  far  as  the  holders  of  such  Certificates  of  Deposit  are  concerned.  De- 
positors may,  however,  furnish  an  address  to  the  Committee,  where  such 
notices  may  be  mailed,  and  the  mailing  of  a  copy  of  such  notice  to  said 
address  shall  be  sufficient,  whether  or  not  received  by  the  addressee,  and 
whether  or  not  such  notice  shall  have  been  published  as  above  provided. 

Thirteenth.  The  plan  and  this  agreement  shall  bind  and  benefit  the 
several  parties,  incluiling  the  Depositors  hereunder  and  holders  for  the 
time  being  of  Certificates  of  Deposit,  their  and  each  of  their  survivors, 
heirs,  executors,  administrators,  successors  and  assigns. 

In  Witness  Whereof,  the  Committee,  or  a  majority  of  them,  and  the 
Depositaries,  have  executed  these  presents  in  four  counterparts  the  day 
and  year  first  above  written,  and  an  original  has  been  lodged  with  each 
of  the  Depositaries,  and  the  Depositors  have  become  parties  hereto  by 
depositing  their  obligations  or  claims  or  assignments  thereof,  or  accepting 
Certificates  of  Deposit  hereunder. 


.Committee. 


(Signatures  and  Seals  of  Depositaries.) 
See  Forms  2061-2062,  supra,  for  plan  of  reorganization. 


REUK(iAMZATlU.\  <)F  (  ()lil'<  )IiA'ri()NS.         1827 

Form  2064. 

LETTER  TO   SECURED   CREDITORS   AS   TO   REORGANI- 
ZATION OF  BANKRUPT   CORPORATION   OWNING 
OR  CONTROLLING  SUBSIDIARY  COMPANIES. 

,  I'J.... 

To  tho  Holders  of  the  First  Mortgage  Bonds  and  Collateral  Trust  Notes 
of  tho 

Dear   Sirs:    Upon   the   petition   of   unsecured   creditors   of    

Receivers  in  Bankruptcy  were  appointed  and  took  possession  of  the  prop- 
erties of   ;  the  Company  has  now  been  adjudged  a  Bankrupt 

and  Trustees  appointed  for  its  liquidation.  The  Company  haT  also  de- 
faulted in  the   payment   of  the   interest   due    ,   19 > 

on  its  outstanding  Three  Million  Dollars  ($.3,000,000)  First  Mortgage 
Five  Per  Cent.   Sinking  Fund  Twenty-five  Year  Gold  Bonds,  secured  by  a 

Mortgage  or  Deed  of  Trust  to   as  Trustee,  and  has  likewise 

made   default   in  the   pa}nnent   of  the   interest   due    ,   19 , 

on  its  outstanding  Seven  Hundred  and  Thirty-four  Thousand  Dollars 
($734,000)    Five    Per    Cent.    Collateral    Trust    Gold    Notes,    secured    by    a 

Collateral  Trust  Indenture  to   as  Trustee.     Default  has  also 

been  made  in  the  payment  of  interest  and  rentals  on  underlying  mort- 
gages and  leases  of  valuable  properties   owned  by   Subsidiary  Companies, 

whose  stocks  are  owned  by    and  are  pledged  as  security  for 

the  aforesaid  Collateral  Trust  Gold  Notes  of  the  Company,  by  reason 
of  which   defaults   foreclosure   and   ejectment   suits   have   been   commenced 

or    are    imminent.      The    having    also    made    default    in    the 

payment  of  certain  matured  obligations  to  the  amount  of  Four  Hundred 
and  Twenty  Thousand  Dollars  ($420,000),  the  security  for  the  payment 
of  such  obligations,  to-wit:  One  Million  Two  Hundred  and  Sixty-six 
Thousand  Dollars  ($1,266,000)  of  its  Collateral  Trust  Gold  Notes,  have 
been  sold  and  bought  in  for  and  at  the  amount  of  the  principal  and 
interest  of  said  matured  obligations,  the  purchasers  of  which  have  evi- 
denced a  willingness  to  sell  and  deliver  to  the  Committee  the  Collateral 
Trust  Gold  Notes  so  acquired  upon  the  payment  of  the  amount  at  which 
said  Collateral  Trust  Gold  Notes  were  bought  in  and  interest.  The 
Receivers  in  Bankruptcy  of  have  entirely  ceased  the  opera- 
tions of  the  factories,  mines  and  plants  of  the  Company,  and  there  are  matur- 
ing taxes  and  other  prior  liens,  the  payment  of  which  is  necessary  for  the 
maintenance   and   preservation   of   said   properties. 

In  view  of  the  foregoing,  and  the  imminent  possibility  of  the  disinte- 
gration of  the  properties  of  the  ,  it  has  been  deemed  desir- 
able and  necessary  that  a  Committee  should  be  formed  for  the  protection 
of  the  rights  and   interests  of  the  holders   of  the   First  Mortgage  Bonds 

and   of   the  Collateral   Trust   Gold    Notes   of   the    ,   and   to 

prepare  a  plan  for  the  reorganization  of  the  properties  of  the   , 

and  at  the  request  of  a  large  amount  respectively  of  the  holders  of  such 
First  Mortgage  Bonds  and  of  such  Collateral  Trust  Gold  Notes,  the  Under- 
signed have  agreed  to  act  as  a  Committee  to  protect  and  enforce  the  rights 
of  such  Bon<lholders  and  Noteholders,  and  to  prepare  a  plan  for  the 
readjustment   and   reorganization   of   the   properties   of  said    .., 


1828    CORPORATION  FORMS  AND  PRECEDENTS. 

and  for  such  purpose  have  had  prepared  and  executed  by  them  a  Deposit 
Agreement,  a  copy  of  which  is  enclosed  herewith. 

Under  the  Agreement,  the  Committee  is  vested  with  full  and  complete 
authority  to  do  whatever  in  the  opinion  of  the  Committee  may  be  deemed 
necessary  or  desirable  to  enforce  and  protect  the  rights  and  interests  of 
the  Bondholders  and  the  Noteholders,  including  the  right  to  borrow  and 
use  such  sums  of  money  as  in  the  opinion  of  the  Committee  may  be  neces- 
sary to  protect  the  interests  of  the  Bondholders  and  Noteholders,  and  to 
secure  such  sums  as  may  be  so  borrowed  by  a  pledge  of  the  bonds  and 
notes  which  may  be  deposited  under  said  Agreement. 

Such  plan  of  reorganization  as  may  be  prepared  by  the  Committee  sliall 
be  submitted  to  the  Bondholders  arid  the  Noteholders  for  their  approval, 
and  any  Bondholder  or  Noteholder  not  approving  of  such  plan  of  reorgani- 
zation shall,  upon  the  payment  of  his  proportion  of  the  expenses,  dis- 
bursements and  obligations  of  the  Committee,  be  entitled  to  the  return 
of  the  bonds  and  notes  deposited  by  him  under  said  Agreement. 

Immediate  action  by  the  Committee  being  necessary,  the  Bondholders 
and  Noteholders  are  requested  to  deposit  their  bonds  and  notes  with 
without  delay. 

The  Depositary  will  issue  transferable  receipts  for  ail  bonds  and  notes 
deposited. 

First  Mortgage  Bonds  deposited  must  have  annexed  to  them  the  coupons 
due  ,  19.  ,  .  .,  and  all  subsequently  maturing  coupons.  Collat- 
eral Trust  Gold  Notes  deposited  must  have  annexed  to  them  the  coupons 
due    ,    19....,    and   all   subsequently   maturing   coupons. 

The  Coinmittee  desires  to  impress  upon  the  Bondholders  and  Noteholders 
that  their  securities  should  be  deposited  at  the  earliest  possible  moment, 
as  the  situation  requires  immediate  action  by  the  Committee. 

Yours  very  truly, 


Reorganization  Committee. 
(The  above  form  of  letter  was  used  in  connection  with  the  agreement  set 
forth  in  the  form  following.) 

See  Forms  2060,  2062,  supra,  and  notes  thereunder. 

Form  2065. 

AGREEMENT  OF  REORGANIZATION  OF  BANKRUPT 
CORPORATION. 

This  Agreement,  dated  this   day  of   ,  19 .... , 

made  by  and  between   ,  who  are  hereby 

constituted  the  Reorganization  Committee,  hereinafter  referred  to  as  the 
"Committee,"  parties  of  the  First  Part;  such  of  the  Holders  (hereinafter 
called  the  "Bondholders"),  of  the  "First  Mortgage  Five  Per  Cent. 
Sinking    Fund    Twenty-Five    Year    Gold    Bonds"    (hereinafter    called    the 


■REOROANTZATTOX  OF  CORPORATIONS.         1829 

"Bonds")     of    the     (hereinafter 

called    the    " Company"),   and   siifh    of   the   Holders    (hereinafter 

called   "Note   Holders")    of  the   "Five   Per  Cent.   Collateral   Tnist   Gold 

Notes"  (hereinafter  called  "Gold  Notes")  of  the Company; 

such   of  the   Creditors  of   the    Company    (hereinafter   called 

the  "Creditors")  and  such  of  the  Holders  of  the  Preferred  and  Common 
Stock  of  the  Comjjany  (hereinafter  called  the  "Stockhold- 
ers"); all  as  may  l)ecome  parties  hereto  in  the  manner  as  hereinafter 
provided,  and  hereinafter  referred  to  jointly  as  the  "Depositors,"  parties 

of  the   Second   Part,  ami    Trust   Company,   of  the   City   of 

,  and  the  Bank,  of  ,  as  Deposi- 
taries  (hereinafter  called  the  "Depositaries"),  parties  of  the  Third  Part, 

Witnesseth:      That  whereas  upon  petition  of  creditors  of  the    

Company  the  said    Company  has  been  adjudged  a  bankrupt 

and  Trustees  thereof  appointed;  and 

Whereas,    the   - Company    made    default    in    the    payment 

of   the    interest    due    ,    19....,    on    its    First    Mortgage    Five 

Per    Cent.    Sinking   Fund   Twenty-Five    Year   Gold    Bonds,    secured   by    a 

Mortgage  and  Deed  of  Trust,  dated  ,  19 .  . . .,  to   

as   Trustee,    and   likewise    made   default   in   the   payment   of   the    interest 

due    ,   19.  . .  .,   on  its  Five  Per  Cent.   Collateral   Trust  Gold 

Notes,  secured  by  a  Collateral  Trust  Indenture,  dated ,  19. . . ., 

to as  Trustee,  all  of  which  said  defaults  still  continue;   and 

Whereas  the   plants,   mines   and  works   of   the   said    

Company  not  being  in  operation  and  not  having  been  in  operation  for 
some  time,  it  is  necessary  that  a  Plan  for  the  reorganization  of  said 
Company  should  be  effected  with  the  least  possible  delay ;  and 

"WTiereas  by  the  certain  Deposit  Agreement,  dated   ,  19.  .  .  ., 

made  by  and  between  the  Committee  therein  named  and  Holders  of  the 
aforesaid  Bonds  and  Gold  Notes  it  was,  among  other  things,  provided 
by  Article  "Fifth"  thereof  that  the  Committee  therein  named  should, 
if  and  whenever  in  its  judgment  it  should  become  advisable  to  do  so, 
prepare  and  adopt  a  Plan  and  Agreement   for  the  Eeorganization  of  the 

Company;  and  whereas  the  said  Committee  having  deemed  it 

advisable  to  prepare  and  adopt  a  Plan  and  Agreement  of  Eeorganization 
has  prepared  and  adopted  the  Plan  hereto  prefixed  as  and  for  a  Plan  and 
Agreement  for  the  Eeorganization  of  the  Company,  as  pro- 
vided by  the  said  Deposit  Agreement,  and  which  Plan  is  made  a  part  of  this 
Agreement  and  is  hereinafter  referred  to  as  the  Plan  of  Eeorganization;  and 

Whereas  the  Committee,  having  been  requested  so  to  do,  have  agreed 
to  act  as  a  Eeorganization  Committee  under  this_  Agreement  to  endeavor 
to  carry  out  and  give  effect  to  said  Plan  and  Agreement  of  Eeorganization; 

Now,  therefore,  such  of  the  Bondholders,  Noteholders,  Creditors  and 
Stockholders,  as  may  become  parties  hereto  in  the  manner  hereinafter 
provided,  in  consideration  of  the  premises  and  the  advantages  and  benefits 
to  accrue  to  them,  respectively,  from  the  carrying  out  of  the  said  fore- 
going Plan  of  Eeorganization  and  this  Agreement  concerning  the  same, 
and  of  One  Dollar  ($1.00)  each  to  the  other  interchangeably  in  hand 
paid,  the  receipt  whereof  is  hereby  acknowledged,  do  hereby,  each  for 
himself  and  not  the  one  for  the  others  or  any  of  the  others,  agree  with 


1830    CORPORATION  FORMS  AND  PRECEDENTS. 

each  other  and  with  the  Conuiiittee  and  its  successors  and  the  Depositariee, 
as  follows,  that  is  to  say: 

First.     A  printed  copy  of  this  Agreement  signed  by  the  Committee  and 

lodged  with   Trust   Company  shall  be  held  and  taken  to  be 

the  original  Agreement.  The  Agreement  may,  however,  be  executed  in 
any  number  of  counterparts,  all  of  which  together  shall  be  deemed  to  be 
but  one  instrument. 

Second.     The    Security    Holders    and    Creditors    of    the    

Company  (hereinabove  collectively  styled  Depositors)  may  become  parties 
hereto  in  manner  as  follows: 

(a)  Holders  of  the  First  Mortgage  Five  Per  Cent.  Sinking  Fund 
Twenty-Five  Year  Gold  Bonds  and  of  the  Five  Per  Cent.  Collateral  Trust 

Gold   Notes   of  the    Company   who   have   already    deposited 

their  Bonds  and  Gold  Not«s  under  the   certain  Deposit  Agreement  dated 

J   19.  . .  .,  shall  be  conclusively  presumed  to  have  assented  to 

the  Plan   of  Reorganization  and  this  Agreement,   unless  they   shall  on   or 

before    ,    19....,   file   with   the   Depositary   written   notice   of 

their  dissent  therefrom.  And  Certificates  of  Deposit  thereafter  issued 
under  said  Deposit  Agreement  on  account  of  transfers  of  such  Certificates 
of  Deposit,  the  owners  of  which  shall  have  so  assented  to  said  Plan  and 
Agreement  of  Eeorganization,  shall  have  stamped  thereon  a  statement  to 
the  effect  that  the  Holder  thereof  has  assented  to  this  Plan  and  Agreement 
of  Eeorganization. 

Holders    of   such   Bonds   and    Gold   Notes    who   have   not    deposited   the 

same  under  the  said  Deposit  Agreement  of  ,  19.  .  . ., 

may  become  parties  hereto  by  depositing  their  Bonds  and  Gold  Notes 
under  the  said  Deposit  Agreement  of ,  19 ,  and  receiv- 
ing Certificates  of  Deposit  therefor  issued  under  said  Deposit  Agreement, 
which  Certificates  of  Deposit  shall  have  stamped  thereon  a  statement  to 
the  effect  that  the  Holder  thereof  has  assented  to  this  Plan  and  Agreement 
of  Reorganization. 

(b)  No  claims  against  the  Company  can  be  de- 
posited under  the  Plan  and  Agreement  of  Reorganization  unless  and 
until  such  claims  have  been  duly  allowed  in  the  Bankruptcy  Proceed- 
ings.    Creditors,  Holders  of  Promissory  Notes  or  other  obligations  of  the 

Company   shall    deposit   their   said    Notes    or    other 

obligations  with  either  of  the  Depositaries,  accompanied  by  an  Assign- 
ment (without  recourse)  thereof  and  of  all  security  therefor,  and  of 
the  proofs  of  claims  in  bankruptcy  thereof,  in  form  approved  by  the 
Committee. 

Creditors  of  the   ' Company  on  open  account  shall 

file  with  either  of  the  Depositaries  an  Assignment  of  such  Claims  and 
of  all  security  therefor,  and  of  the  proofs  of  claims  in  bankruptcy  thereof, 
in  form  approved  by  the  Committee. 

Creditors  shall  also  execute  Powers  of  Attorney,  in  form  approved 
by  the  Committee,  and  deposit  the  same  with  one  of  the  Depositaries, 
which  Powers  of  Attorney  shall  give  the  Committee,  its  Attorneys  and 
Assigns,  full  right  and  power  to  represent  such  Claims  in  the  bankruptcy 
proceedings,  and  to  vote  on  behalf  of  such  Claims  at  all  Meetings  of 
Creditors. 

The    aforesaid    assignments,    powers    of    attorney    and    notes    or    othei; 


REORGANTZATTOX  OF  CORPORATIONS.        1831 

oWigations  Hhall  be  held  in  escrow  by  the  Depositaries,  not  to  be  de- 
livered to  or  in  any  way  used  by  the  Committee,  and  not  to  become 
effective  until  so  determined  by  the  Committee,  after  it  has  declared 
the  Plan  of  Ifeorganization  to  be  oi)orative,  and  meanwhile  the  depositing 
Creditors  shall  have  the  same  control  of  their  claims  in  every  respect, 
including  the  right  to  vote  upon  the  same  in  the  bankruptcy  proceedings, 
as  if  the  same  had  not  been  so  deposited  in  escrow. 

(c)  Stockholders  shall  deposit  their  Certificates  of  Stock  with  the 
Trust  Company,  with  the  assignment  on  the  back  ex- 
ecuted in  blank  or  accompanied  by  Assignments  in  blank,  but  the  de- 
posit of  such  stock  with  its  accompanying  assignment  shall  not  con- 
stitute an  assignment  of  said  stocks.  At  the  time  of  such  deposit  the 
depositing  stoekliolders  shall  exercise  their  election  as  to  the  payment  of 
the  subscription  for   obtaining  the  benefits  to  be  derived  thereby. 

The  Certfficates  of  Deposit  to  be  issued  by  the  Depositaries  shall  be  in 
form  approved  by  the  Committee,  and  Depositors  and  their  transferees 
shall,  by  accepting  such  Certificates  of  Deposit,  become  parties  to  this 
Agreement,  with  like  effect  as  if  they  had  signed  the  same.  Depositors, 
whenever  required,  either  at  the  time  of  depositing  their  Securities  or 
afterwards,  shall,  upon  demand  of  the  Committee,  execute  such  addi- 
tional transfers,  assignments  and  Powers  of  Attorney  as  may  be  re- 
quired by  the  Committee  for  the  purpose  of  enabling  said  Committee  to 
carry  out  this  Agreement;  provided,  however,  that  this  shall  not  apply  to 
depositing  Creditors  until  after  the  Plan  has  been  declared  operative. 

Third.  The  Certificates  of  Deposit  issued  hereunder  shall  only  be 
transferable  subject  to  the  terms  and  conditions  of  this  Agreement  and 
in  such  manner  as  the  Committee  shall  approve;  and  upon  such  transfer 
all  rights  of  the  Depositors  in  respect  of  the  deposited  securities  repre- 
sented by  such  Certificates,  and  all  rights  under  the  Certificates  trans- 
ferred shall  pass  to  the  transferees,  and  the  transferees  and  holders  of 
such  Certificates  shall  for  all  purposes  bo  substituted  in  place  of  the 
prior  holders,  subject  to  this  Agreement.  All  such  transferees  as  well 
as  the  original  holders  of  Certificates  of  Deposit  are  embraced  under 
the  term  "Depositors"  as  used  herein.  Each  Certificate  of  Deposit  here- 
under may  be  treated  by  the  Committee  and  by  the  Depositaries  as  a 
negotiable  instrument  and  the  holder  for  the  time  being  may  be  deemed 
to  be  the  absolute  owner  thereof,  and  of  all  rights  of  the  original 
depositor  of  the  securities  or  claims  in  respect  of  which  the  same  was 
issued  and  otherwise  hereunder,  and  neither  the  Depositaries  nor  the 
Committee  shall  be  affected  by  any  notice  to  the  contrary.  By  accepting 
any  such  Certificate  every  holder  thereof  shall  become  a  party  to  this 
Agreement,  with  the  same  force  and  effect  as  though  an  actual  subscriber 
hereto.  The  term  "Depositors"  whenever  used  herein  is  intended,  and 
shall  be  construed,  to  include  not  only  persons  acting  in  their  own  right 
but  also  trustees,  committees,  guardians,  agents  and  all  persons  acting  in 
a  representative  or  fiduciary  capacity  and  those  represented  by  or  claim- 
ing under  them,  and  partnerships,  associations,  joint  stock  companies  and 
corporations.  No  rights  hereunder  shall  accrue  in  respect  of  any  securi- 
ties or  claims  mentioned  in  this  Agreement,  unless  and  until  the  same 
shall  have  been  subjected  to  the  control  of  the  Committee  and  to  the 
operation  of  this  Agreement  as  herein  provided. 


1832     CORPORATION  FORMS  AND  TRECEDENTS. 

Fourth ,  19 ^  shall  be  the  limit  of  time  withiu 

which  the  security  holders  and  creditors  shall  have  the  right  to  deposit 
their  securities  and  claims  and  within  which  they  may  become  parties 
to  the  Agreement,  but  the  Committee,  in  its  discretion,  either  generally 
or  in  special  instances,  may  extend  such  time  or  renew  the  period  or 
periods  fixed  or  limited  for  such  deposits,  such  extension  of  time  to  be 
upon  such  terms  and  conditions  as  the  Committee  may  see  fit  to  fix. 
Holders  of  securities  or  claims  not  deposited  within  the  periods  respect- 
ively fixed  or  limited  therefor,  shall  not  be  entitled  to  deposit  the  same 
or  become  parties  to  this  Agreement,  or  to  share  in  the  beuofits  hereof, 
and  shall  acquire  no  rights  hereunder,  except  upon  obtaining  the  express 
consent  in  writing  of  the  Committee,  who  may  in  each  case  withhold 
or  give  such  consent  in  its  absolute  discretion,  and  upon  such  terms  and 
conditions  as  it  may  see  fit. 

Fifth.  The  Committee  agrees  to  use. its  best  efforts  to  carry  out 
and  to  give  full  force  and  effect  to  the  Plan  and  Agreement  of  Eeorgani- 
zation.  The  Committee  may  construe  this  Agreement,  and  its  construc- 
tion hereof  or  action  hereunder  in  good  faith  shall  be  final  and  con- 
clusive. It  may  supply  any  defect  or  omission,  or  reconcile  any  incon- 
sistency in  such  a  manner  and  to  such  extent  as  shall  be  deemed  by  it 
necessary  to  carry  out  this  Agreement  properly  and  effectively.  .  It  shall 
be  the  sole  and  final  judge  as  to  when  and  whether  sufiicient  assents  and 
deposits  shall  have  been  received  and  other  conditions  warrant  it  in 
declaring  the  Plan  operative,  and  attempting  to  carry  the  same  into 
effect.  Provided,  however,  that  said  Plan  of  Eeorganization  shall  not 
be  declared  operative  until  provision,  satisfactory  to  the  Committee, 
shall  have  been  made  to  provide  not  less  than  Two  Million  Dollars  of 
the  cash  requirements  of  the  Eeorganization.  If  the  Plan  shall  not  re- 
ceive sufiicient  assents  to  warrant  the  Committee  in  declaring  it  operative, 
the  Committee  may  modify,  change  or  amend  said  Plan  or  submit  a  new 
or  supplemental  Plan,  provided  that  a  statement  of  such  proposed  change 
or  modification  or  such  new  or  supplemental  Plan  shall  be  filed  with  the 
Depositaries  and  notice  of  the  fact  of  such  filing  shall  be  sent  by  mail 
to  the  Depositors  at  their  respective  addresses  as  the  same  shall  appear 
on  the  books  of  the  Depositaries  or  one  of  them,  in  which  event  unless 
within  two  weeks  after  the  mailing  of  such  notice  the  registered  holders 
of  the  outstanding  Certificates  of  Deposit  shall  notify  the  Depositaries 
in  writing  that  they  do  not  assent  to  such  changes,  they  shall  be  deemed 
to  have  assented  to  the  proposed  changes  and  modifications  or  such  new 
or  supplemental  Plan  and  shall  be  bound  thereby,  if  the  same  is  declared 
adojjted  by  the  Committee  within  three  months  from  the  date  hereof, 
as  fully  and  effectually  as  if  they  had  personally,  individually  and  affir- 
matively assented  thereto.  Any  changes  or  modifications  so  made  by  the 
Committee  shall  thereupon  become  and  be  part  of  this  Plan  and  Agree- 
ment, and  all  provisions  concerning  the  present  Plan  and  Agreement 
shall  apply  to  the  Plan  so  changed  and  modified.  This  Agreement  is  in 
all  respects  to  be  liberally  construed  to  enable  the  Committee  to  carry 
into  effect  such  plan  of  reorganization  as  it  may  finally  adopt. 

Sixth.  In  case  the  Committee  shall  not  within  three  months  from 
the  date  hereof  declare  said  Plan  of  Eeorganization  or  such  modified 
or  substituted   Plan   operative,  or   in   case  the   Committee   shall   wholly 


REORGANIZATION  OF  COlil'UKATlONS.         l»33 

abandon  the  said  original  or  the  said  modified  or  substituted  Plan  ard 
Agreement  of  Reorganization,  the  securities  and  claims  deposited  here- 
under, or  their  proLecds,  or  any  of  the  securities  received  in  respect 
thereof  and  then  remaining  under  the  control  of  the  Committee,  shall, 
without  cost  to  the  Depositors,  bo  delivered  to  the  several  Depositors 
in  amounts  representing  their  respective  interests  hereunder,  upon  sur- 
render of  their  respective  certificates.  Jn  any  such  case,  any  securities 
or  property  acquired  with  or  on  account  of  deposited  securities  or  the 
proceeds  thereof  when  received  shall  be  equitably  distributed  or  ad- 
justed among  the  respective  Depositors.  The  Committee  shall  not  be 
held  liable  for  loss  of  any  money  disbursed  or  expended  by  it  for  the 
purposes  of  the  Agreement,  nor  for  any  depreciation  in  value  of  any 
property  or  securities,  and  the  Depositors  shall  have  no  claim  to  the  re- 
payment of  any  such  moneys  except  to  the  extent  of  their  ratable  shares 
of  such  moneys,  or  the  proceeds  at  the  time  remaining  in  the  hands  of  or 
subsequently  collected  by  the  Committee.  Notwithstanding  any  of  the 
provisions  of  this  Agreement  the  pecuniary  liability  of  the  Depositors 
shall  be  confined  to  the  deposited  securities  and  claims,  and  no  liability 
in  excess  thereof  shall  be  assessed  against  the  Depositors,  but  the  Com- 
mittee, its  successors  and  assigns  shall  have  a  lien  upon  the  deposited 
securities  and  claims  for  any  expenditures  made  or  liabilities  incurred 
by  them  in  respect  thereto.  Provided,  however,  that  notwithstanding 
any  provisions  in  this  paragraph,  or  in  any  part  of  tliis  Agreement,  to  the 
contrary,  if  a  Plan  of  Reorganization,  as  hereinbefore  provided,  has  not 
within  three  months  from  the  date  hereof  been  declared  operative,  or  if 
the  Committee  prior  to  such  time  shall  abandon  its  efforts  to  effect  a 

reorganization  of  the Company,  then,  or  in  either  of  said 

events,  depositing  Creditors  shall,  upon  demand,  and  upon  the  surrender 
of  their  Certificates  of  Deposit,  be  entitled,  within  five  days  from  such 
date  or  such  abandonment,  to  a  return  of  their  Notes  or  other  obligations 
or  statements  of  accounts  and  assignments  and  powers  of  attorney  and 
all  security,  if  any,  delivered  by  them  to  the  Depositaries,  free  of  any 
charge  or  costs  or  expenses  of  any  kind  whatsoever  and  from  any 
liability  or  responsibility  for  such  costs  or  expenses  or  for  any  indebt- 
edness incurred  by  or  on  behalf  of  the  Committee  or  the  Depositaries, 
so  that   the   claims   of   the   said   Creditors   and   their  rights  thereunder 

against  the   Company,  its  stockholders,  officers,  directors 

and  every  other  person  whatsoever,  shall  thereupon  be  and  remain  in 
their  hands  and  under  their  absolute  and  sole  control,  free  from  the 
deposit  in  escrow,  as  hereinbefore  provided  for,  and  with  the  same  force 
and  effect  in  every  respect  as  if  this  Agreement  had  not  been  entered 
into.  Depositing  Creditors  who  do  not  assent,  as  herein  provided,  to  any 
modification  of  the  original  Plan,  or  a  proposed  new  Plan,  shall  like- 
wise, and  under  similar  terms  and  conditions,  be  entitled  to  a  return 
of  their  deposited  Notes  or  other  obligations  or  statements  of  account 
and  assignments  and  powers  of  attorney  and  all  security,  if  any,  de- 
livered by  them  to  the  Depositaries,  within  five  days  after  any  such 
changed,  modified  or  new  Plan  shall  have  been  doc'lare<l  oi)erative  by  the 
Committee. 

Seventh.     If  and  when   the  said   Plan   of  Reorganization   shall  be  de- 
clared  operative   by   the   Committee,   the   Depositors   hereby   make,   con- 


18G4    CORPORATION  FORMS  AND  PRECEDENTS. 

Btitute   ami   appoint,   each   for   himself,   the   said    and 

their  successors  or  a  majority  of  them  as  the  Committee,  as  the  true 
and  lawful  attorneys  of  each  of  them  for  the  purposes  herein  set  forth, 
with  full  power  and  authority  to  act  for  and  in  the  name,  place  and 
stead  of  each  of  them,  with  full  power  of  substitution  from  time  to  time 
and  of  revocation.  The  depositors  hereby  request  the  Committee  to 
endeavor  to  carry  the  Plan  into  practical  operation  in  its  entirety,  or, 
with  the  approval  of  Depositors  to  such  changes  as  hereinbefore  pro-  , 
vided,  to  such  an  extent  and  in  such  manner  and  with  such  conditions, 
exceptions  and  modifications  as  the  Committee  shall  deem  to  be  for 
the  best  interests  of  the  Depositors,  and  of  the  properties  and  securities 
and  claims  to  be  finally  embraced  in  the  reorganization.  Subject  to  the 
condition  of  said  Plan  being  declared  operative  by  the  Committee,  each 
and  every  Depositor  (except  depositors  of  stock  and  except  creditors 
until  the  Plan  shall  have  been  declared  operative),  for  himself  and  not 
for  any  of  the  others,  does  hereby  in  consideration  of  the  benefits  .to  be 
received  under  the  Plan  and  Agreement  of  Eeorganization,  agree  to 
sell,  assign,  transfer  and  set  over  to  the  Committee,  and  to  its  successors, 
assigns  or  nominees,  each  and  every  security  and  claim  deposited  here- 
under, and  every  Depositor  hereby  agrees  that  the  Committee  shall  be 
vested  with  all  the  rights  and  powers  of  owners  of  the  securities  and 
claims  deposited  hereunder,  including  the  right  to  transfer  the  same  into 
their  own  names,  or  into  the  name  of  any  other  person  or  persons, 
party  or  parties  it  may  select;  and  (without  limiting  the  foregoing  pro- 
vision) it  is  hereby  declared  that  the  Committee  shall  be  fully  authorized 
in  its  discretion  to  call,  attend,  and  either  in  person  or  by  proxy  vote 
the  deposited  securities  at  any  meeting  of  stockholders,  bondholders, 
creditors,  or  otherwise,  however  convened;  to  use  every  such  security, 
demand  or  obligation  as  fully  and  to  the  same  extent  as  the  owner  or 
holder  thereof  might  or  could  do;  to  declare  due  the  principal  of  any 
bond  or  other  demand  or  obligation  deposited  hereunder  or  to  demand 
that  it  be  declared  due,  and  to  revoke  any  such  declaration  whenever 
made;  to  instruct  and  direct  the  Trustee  of  the  Indenture  securing  the 
said  Bonds,  and  the  Trustee  of  the  Indenture  securing  said  Gold  Notes, 
and  to  confirm  in  and  to  give  to  the  said  Trustees  all  such  powers  as  in 
the  judgment  of  the  Committee  may  be  necessary  or  advantageous  in 
carrying  out  this  Agreement  or  may  result  to  the  advantage  of  the 
Depositors;  to  declare  due  the  principal  of  any  Bond,  Gold  Note  or  other 
demand  or  obligation  acquired  by  the  Committee  in  pursuance  of  this 
Plan  and  Agreement  or  to  demand  that  it  be  declared  due;  and  generally 
in  all  respects  to  exercise  any  and  all  power  which  may  be  necessary  ot 
proper  to  enable  the  Committee  and  its  successors  or  a  majority  of  them 
to  carry  out  the  terms  of  this  Agreement.  It  being  expressly  under- 
stood, however,  that  the  deposited  stock  is  not  transferred  or  assigned 
to  the  Committee  or  the  depositaries  nor  are  the  assignments  by  the 
Creditors  until  a  plan  as  hereinbefore  provided  has  been  declared  opera- 
tive. All  the  rights,  powers  and  privileges  vested  in  the  Committee 
by  this  Article  are  expressly  subject  to  the  condition  precedent  that 
the  Plan   of  Reorganization   shall  have  been   declared   operative  by  the 

Committee. 

Eighth.     If   and  when   the   said   Plan   of   Eeorganization   shall   be   d«- 


REORGAiNlZATIOX  OF  CORPORATIONS.         1835 

clared  operative  by  the  Committee  the  Committee  may  make  such  ex- 
penditures and  incur  such  indebtedness,  obligations  and  liabilities  and 
do  such  acts  as  the  Committee  in  its  absolute  discretion  may  deem 
judicious  and  proper  in  order  to  carry  out  fully  and  eflfectively  the  pur- 
poses of  this  Agreement;  it  may  borrow  and  use  such  sums  of  money 
upon  such  terms  and  subject  to  such  conditions  as  in  its  discretion  it 
may  deem  wise  or  necessary  to  protect  the  interests  of  the  Depositors, 
and  for  that  purpose  and  to  secure  such  sums  as  may  be  so  borrowed, 
it  may  pledge  and  hypothecate  any  or  all  of  the  securities  and  claims 
which  may  be  deposited  hereunder.     The  Committee  is  authorized  in  its 

discretion  to  lend  money  to  the Company,  or  any  of  the 

companies  whose  securities  are  owned  by  the   Company, 

(herein  called  "Subsidiary  Companies")  or  its  successors  or  the  New 
Company,    in    order    to    enable    it    to    discharge    any    obligation    of    the 

Company,  or  such  other  company,  secured  or  unsecured;  to 

borrow  and  expend  or  loan  money  in  its  discretion  for  any  of  the  pur- 
poses of  this  Agreement;  also  for  the  protection  of  the  securities  and 
obligations  or  any  part  thereof  held  as  security  for  the  Bonds  or  Gold  • 
Notes  or  for  the  protection  of  the  property  of  the  Subsidiary  Companies 
or  any  part  thereof,  and  to  reimburse  the  Trustees  of  the  Indentures 
securing  the  Bonds  and  Gold  Notes  for  any  moneys  advanced  by  them 
for  such  purposes;  to  institute,  or  to  become  parties  to  any  legal  proceed- 
ing; to  apply  for  the  appointment  or  for  the  removal  of  receivers  and 
trustees  and  the  substitution  of  other  receivers  and  trustees,  or  for  the 
termination  of  any  receivership  or  trusteeship,  or  the  delivery  of  any 
property  to  its  owners;  to  enter  into  any  agreements  or  arrangements 
whatsoever  tending  towards  or  deemed  by  it  in  its  discretion  likely  to 

promote  the  consummation  of  this  Agreement;  to  cause  the 

Company  or  any  of  the  Subsidiary  Companies  to  be  dissolved,  and  all 
or  any  part  of  its  or  their  property  to  be  sold,  and  to  do  whatever  in  the 
judgment  of  the  Committee  may  be  necessary  to  promote  or  procure 
the  sale  as  an  entirety  or  the  separate  sales  of  any  part  of  the  securities 
and  other  property  involved  wherever  situated;  to  adjourn  any  sale 
at  its  discretion;  to  bid  or  to  refrain  from  bidding  at  any  sale,  either 
public  or  private,  either  in  separate  lots  or  as  a  whole,  for  any  securities 
or  property,  or  any  part  thereof,  whether  or  not  owned,  controlled  or 
covered  by  any  deposited  security,  including  or  excluding  any  particular 
securities,  or  property  or  any  portion  thereof  real  or  personal;  to  acquire 

or  settle  any  claims  against  the   Company  or  Subsidiary 

Companies,  or  any  portion  of  its  or  their  securities  and  property,  and  to 
obtain  judgment  thereon,  and  to  sell  all  or  any  part  of  the  property 
or  securities  of  the  Company  or  Subsidiary  Compa- 
nies on  execution  by  foreclosure,  bankruptcy  proceeding  or  through  a 
creditor's  bill  or  otherwise,  and  at,  before  or  after  any  sale,  to  arrange 
and  agree  for  the  resale  of  any  portion  of  the  securities  or  other 
properties  which  it  may  decide  to  sell  rather  than  to  retain;  to  fore- 
close under  the  Indenture  securing  the  Bonds  and  Gold  Notes  or  either 
of  them;  to  hold  any  securities  or  property  purchased  by  it,  either 
in  the  name  of  the  Committee  or  some  of  them,  or  in  the  names  of  . 
persons  or  corporations  by  it  chosen  for  the  purpose  of  this  Agreement; 
to  apply  securities  or  claims  deposited  or  embraced  hereunder,  or  any 


1836     CORPORATION  FORMS  AND  PRECEDENTS. 

new  securities  to  be  issued  hereunder  in  satisfaction  of  any  bid  or 
towards  obtaining  funds  for  the  satisfaction  thereof;  to  receive  and 
dispose  of,  in  accordance  with  any  of  the  provisions  of  this  Agreement, 
the  new  securities  to  be  created  and  to  vote  upon  all  stock  or  other 
securities  of  any  corporation  for  all  purposes  in  its  judgment  necessary 
to  carry  out  the  Agreement  or  for  the  benefit  of  the  New  Company  until 
the  new  stock  or  certificates  representing  such  stock  shall  be  delivered 
to  the  Depositors,  or  whoever  shall  be  entitled  to  receive  the  same;  to 
collect,  distribute  and  pay  interest  if  collected  upon  deposited  securities 
or  claims,  or  to  pay  interest  upon  the  new  securities  before  their  de- 
livery to  Depositors  and  to  apply  for  that  purpose  any  funds  collected 
or  borrowed  by  it;  any  such  payments  to  be  endorsed  on  the  Certificates 
of  Deposit.  The  Committee  may  acquire  or  extinguish  or  hold  for  such 
time,  in  such  manner  and  upon  such  terms  as  it  may  deem  proper  any 
obligation   in   the   nature   of   a   floating   debt,   or   otherwise,   against   the 

Company   or   Subsidiary   Companies,   and   any   securities 

held  as  collateral  for  any  such  obligation,  and  may  surrender  or  cancel 
any  such  securities  or  obligation;  nothing  in  this  Agreement,  however, 
is  intended  to  constitute  or  create  nor  shall  it  constitute  or  create  any 
liability  towards  or  duty  in  favor,  or  in  respect  of,  any  such  obligation 
nor  to  require  the  Committee  to  exercise  any  of  the  enumerated  powers, 
except  in  its  discretion,  nor  to  limit  the  general  powers  hereinbefore  con- 
ferred. All  moneys  paid  und'er  or  with  reference  to  this  Agreement  shall 
be  subject  to  application  for  any  of  the  purposes  of  the  Agreement  as 
may  be  most  convenient,  and  as  from  time  to  time  may  be  determined  by 
the  Committee,  whose  determination  as  to  the  propriety  and  purpose  in 
any  such  application  shall  be  final  and  conclusive.  But  nothing  in  the 
Agreement  shall  be  understood  as  limiting  or  requiring  the  application  of 
specific  moneys  to  specific  purposes.  All  the  rights,  powers  and  privi- 
leges vested  in  the  Committee  by  this  Article  are  expressly  subject  to 
the  condition  precedent  that  the  Plan  of  Eeorganization  shall  have  been 
declared  operative  by  the  Committee. 

Ninth.  The  New  Company  may  be  formed  under  the  laws  of  such 
State  or  States,  Territory  or  Territories,  as  the  Committee  may  deem 
most  desirable;  such  New  Company  to  have  and  provide  for  all  such 
powers,  privileges,  limitations  and  conditions  as  the  Committee  may  de- 
termine, and  the  Committee  shall  have  the  right  to  select  the  Board  of 
Directors  or  Trustees  and  Officers  of  such  New  Company. 

Tenth.     In    case    of    any    claim,   lien    or    obligation,    hot    herein   fully 

provided  for,   and   affecting   said    Company   or   Subsidiary 

Companies,  or  any  property  or  securities  thereof,  the  Committee  may 
from  time  to  time  purchase  or  acquire  the  same  or  make  such  compro- 
mise with  respect  thereto,  or  such  provision  therefor,  as  it  may  deem 
suitable,  and  may  use  therefor  any  cash  received  under  the  Agreement 
or  any  securities  not  expressly  required  for  the  Depositors  under  this 
Agreement.  Any  action  contemplated  in  this  Plan  to  be  performed  on 
or  after  completion  of  the  reorganization  may,  subject  to  the  limitations 
in  this  Plan  and  Agreement  contained  as  respecting  Depositing  Creditors 
■  and  the  Claims  and  Notes  deposited  by  them,  be  taken  by  the  Committee 
at  any  time  when  it  shall  deem  the  reorganization  advanced  sufficiently 
to  justify  such  course  and  the  Committee  as^  it  may  deem  necessary  may 


REORGANIZATION  OF  CORPORATIONS.        1837 

tlefer  the  performance  of  any  provision  of  this  Agroeuuut  or  maj'  com- 
mit such  performance  to  the  New  Company  ami  may  cause  the  New 
Company  to  pay  any  indebtedness  authorized  or  incurred  by  the  Com- 
mittee and  to  assume  any  obligations  which  in  the  judgment  of  the 
Committee  may  be  necessary  or  proper  in  order  to  carry  out  tiie  Plan 
aad  Agreement  of  Reorganization.  It  may  also,  in  its  discretion,  set 
apart  and  hold  in  trust,  or  place  in  trust  with  any  company,  »any  part 
of  the  new  securities,  or  cash  or  otherwise  as  it  may*deem  judicious  for 
the  purpose  f»f  securing  the  application  thereof  for  any  of  the  purposes 
of  this  Agreement  or  the  uses  of  the  New  Company  or  its  successor. 
Any  cash  or  securities  not  needed  by  the  Committee  for  the  purposes 
of  the  Plan  shall  be  by  it  turned  over  to  the  New  Company,  and  any 
securities  of  the  New  Company  so  turned  over  to  the  New  Company 
shall  be  treated  as  treasury  securities. 

Elever.th.  From  time  to  time  for  the  purpose  of  carrying  this  Agree- 
ment into  effect  or  of  obtaining  assents  thereto,  the  Committee,  either 
generally  or  in  specified  instances,  may  make  contracts  with  any  person, 
syndicate  or  corporation  in  respect  of  any  matter  connected  -vvith  the 
reorganization,  and  in  its  discretion,  either  generally  or  in  specific  in- 
stances, and  upon  such  general  or  special  terms  and  conditions  as  it 
may  deem  proper,  may  arrange  to  procure  the  deposit  of  securities  here- 
under, or  purchase  and  deposit  the  same.  The  Committee  may  employ 
counsel,  agents  and  all  necessary  assistants,  and  may  incur  and  dis- 
charge any  and  all  expenses  by  it  deemed  reasonable  for  the  purposes 
of  the  Plan.  It  may  prescribe  or  approve  the  form  of  all  securities, 
mortgages  and  all  instruments  at  any  time  to  be  issued  or  entered  into. 

Tweitth.  The  Committee  shall  have  the  sole  control,  discretion  and 
management  of  this  Plan  and  Agreement.  It  shall  have  power  to  make 
equitable  provision  for  any  ease  of  lost  or  destroyed  bonds,  notes,  cer- 
tificates of  stock,  claims,  certificates  of  deposit  or  other  obligations,  and 
to  provide  for  and  make  such  issues  of  convertible  securities  as  shall 
be  necessary  to  properly  represent  any  fractional  interest  in  the  new 
securities,  and  it  may,  in  its  discretion,  settle  for  and  adjust  any  such 
fractional  interest  in  cash.  In  case  it  shall  deern  it  advisable  for  any 
reason  it  may  issue  temporary  or  interim  certificates  to  represent  new 
securities.  The  Committee  may  at  any  time  increase  the  number  of 
members  to  constitute  such  Committee,  and  may  by  a  majority  vote 
appoint  such  additional  members,  and  may  likewise  fill  any  vacancy, 
but  need  not  necessarily  do  so,  and  the  Committee,  as  at  an^v  time  con- 
stituted, notwithstanding  any  vacancy,  shall  have  all  the  powers,  rights 
and  interests  of  the  Committee  as  originally  formed.  Any  member  of 
the  Committee  may  resign  by  giving  notice  of  his  resignation  in  writ- 
ing to  the  Chairman  of  the  Committee,  or  to  all  the  other  members. 
The  affirmative  vote  of  the  majority  of  the  members  of  the  Committee, 
as  at  any  time  constituted,  shall  be  necessary  for  the  passage  of  any 
resolution  (but  a  member  of  the  Committee  may  vote  by  proxy  at  any 
meeting  of  the  Committee),  ajid  such  affirmative  vote  of  the  majority 
shall  be  final  and  binding  upon  the  Committee.  It  shall  not  be  necessary 
for  the  members  of  said  Committee  formally  to  meet  in  order  to  take 
any  action,  provided  they  agree  unanimously  on  any  matter  and  embody 
such  action  in  writing  signed  by  every  member  of  the  Committee, 


1838    CORPORATION  FORMS  AND  PRECEDENTS. 

Thirteenth.  The  Committee  undertakes  to  endeavor  to  execute  this 
Plan  and  Agreement  of  Eeorganization,  but  neither  it,  nor  any  of  the 
members  thereof,  nor  the  Depositaries,  nor  either  of  them,  assume  any 
personal  responsibility  for  the  execution  thereof  or  any  part  thereof,  or 
for  the  result  of  any  steps  taken  or  acts  done  for  the  purposes  thereof. 
Neither  the  Committee,  nor  any  member  thereof,  nor  the  Depositaides, 
nor  either  of  them,  shall  be  personally  liable  for  any  act  or  omission 
of  any  agent  or  etuployee  selected  by  them,  or  any  of  them,  or  for  any 
error  of  judgment  or  mistake  of  law  or  fact,  or  in  any  case,  except  for 
its  or  their  own  wilful  misconduct.  The  Committee  may  act  by  any 
sub-committee  or  agents,  and  may  'delegate  any  authority,  as  well  as 
discretion,  to  any  sub-committee  or  agent.  It  shall  have  the  right  to 
form  or  procure  the  formation  of  any  syndicate  or  syndicates,  or  to 
enter  into  any  underwriting  agreement  which  it  may  deem  necessary  or 
advantageous  for  carrying  out  the  purposes  of  this  Plan,  upon  such 
terms  and  conditions  as  it  may  deem  advisable.  The  terms  of  any  such 
syndicate  or  underwriting  agreement  shall  be  fixed  by  the  Committee 
and  as  so  fixed  shall  be  binding  and  conclusive  upon  all  parties.  The 
Committee,  or  any  member  thereof,  and  the  Depositaries,  or  either  of 
them,  may  be  or  become  pecuniarily  interested  in  any  contracts,  prop- 
erty or  matters  which  this  Agreement  concerns,  including  participation 
in  or  under  any  syndicate  or  underwriting  agreement  as  managers, 
members,  subscribers,  or  otherwise.  Any  direction  given  by  the  Com- 
mittee shall  be  full  and  sufficient  authority  for  any  action  of  the 
Depositaries,  or  either  of  them,  the  Trustees  of  the  Indentures  securing 
the  Bonds  and  Gold  Notes  and  Trustees  in  Bankruptcy,  the  Trustees  of 
any  of  the  Mortgages  on  the  properties  of  the  Subsidiary  Companies, 
or  any  sub-committee,  attorneys  or  agents.  The  Depositaries  shall 
incur  no  liability  for  anything  done  or  permitted  at  the  request  or 
direction  of  the  Committee,  the  securities  deposited,  except  the  deposits 
cf  Creditors  prior  to  a  Plan  of  Eeorganization  being  declared  operative, 
being  intended  to  be  wholly  at  the  order  and  under  the  control  of  the 
Committee,  nor  shall  the  Depositaries  be  liable  under  any  circumstances 
whatsoever  except  for  their  own  wilful  misconduct.  Except  as  to  De- 
positing Creditors  all  such  directions  or  instructions  given  to,  or  such 
powers  conferred  upon,  or  ^ch  acts  by  the  Depositaries  or  either  of 
them,  the  Trustees  under  the  Indenture  securing  the  Bonds  and  Gold 
Notes,  or  the  Trustees  of  any  of  the  Mortgages  on  the  properties  of  the 
Subsidiary  Companies,  and  the  Trustees  in  Bankruptcy,  shall  be  binding 
upon  the  Depositors,  notwithstanding  the  termination  of  the  Plan,  or 
the  abandonment  or  modification  thereof,  or  the  return  of  the  securities. 
The  accounts  of  the  Committee  shall  be  filed  with  the  Board  of  Directors 
of  the  New  Company  within  one  year  after  the  reorganization  shall  have 
been,  completed,  and  when  approved  by  such  Board  of  Directors  shall  be 
final,  binding  and  conclusive  upon  all  parties  having  any  interest  therein, 
and  thereupon  the  Committee  shall  be  discharged.  The  acceptance  of 
the  new  securities  by  any  Depositor  shall  estop  such  depositor  from 
questioning  the  conformity  of  ^uch  securities  in  any  particular  to  any 
provisions  of  the  Plan,  and  the  acceptance  of  new  securities  by  holders 
of  a  majority  in  amount  of  Certificates  of  Deposit  shall  constitute  full 
ratification  of  all  the  acts  and  proceedings  of  the  Committee. 


REORGANIZATION  OF  CORPORATIONS.         1839 

Fourteeuth.  The  securities  (Je2)08ite«J  umler  this  Agreeiueut,  au<l  all 
securities  and  claims  purchased  or  otherwise  acquired  uuder  this  Agree- 
ment, shall  remain  in  full  force  and  effect  for  all  purposes,  and  shall 
not  be  deemed  merged,  satisfied,  released  or  discharged  by  the  delivery 
of  new  securities,  and  no  legal  right  or  lieu  shall  be  deemed  released 
or  waived  unless  in  its  discretion  in  carrying  out  this  Plan  the  Com- 
mittee shall  so  provide;  but  said  bonds,  notes  and  other  claims  and  any 
judgment  upon  any  of  such  claims,  including  claims  and  judgments  for 
deficiencies,  and  all  liens  and  equities  shall  (except  the  Committee  shall 
otherwise  provide)  remain  unimpaired,  and  may  be  enforced  by  the  Com- 
mittee, or  by  any  assignee  of  the  Committee,  until  paid  or  satisfied  in 
full  or  expressly  released.  Neither  the  Committee  nor  any  Depositor 
shall,  by  becoming  parties  to  this  Agreement,  release,  surrender,  waive 
or  merge  any  lien,  right  or  claim  which  they  may  have,  in  favor  of  any 

other  creditors  or  any  stockholders  of  the   Company,  and 

all  such  liens,  rights  or  claims  shall  vest  unimpaired  in  the  Committee 
and  their  assigns.  Upon  the  completion  of  the  Reorganization  all  claims, 
rights  or  demands  by  or  on  account  of  deposited  bonds,  notes  or  other 
obligations,  indebtedness  and  claims  as  against  assenting  stockholders, 
on  account  of  alleged  stockholders'  liability,  shall  be  waived  and  re- 
leased and  the  certificates  of  stock  returned  to  the  Depositors  or  be 
otherwise  disposed  of  as  said  Committee  may  determine.  No  right  is 
conferred  or  created  hereby,  nor  is  any  liability  or  obligation  incurred 
by  this  Agreement,  or  assumed  hereunder  in  favor  of  any  Depositor 
with  respect  to  any  securities  or  claims  deposited  under  this  Agreement, 
or  any  moneys  paid  to  or  received  by  the  Committee  or  the  Depositaries 
hereunder,  or  with  respect  to  any  property  acquired  by  purchase  at  any 
foreclosure  or  other  sale,  or  with  respect  to  any  new  securities  to  be 
issued  hereafter,  or  with  respect  to  any  other  matter  or  thing,  but  this 
Agreement  shall  be  construed  as  strictly  an  Agreement  between  the 
parties  and  as  solely  affecting  and  relating  to  the  Committee,  Depos- 
itaries and  Depositors  hereunder. 

Fifteenth.     Anything '  herein    to    the    contrary    notwithstanding,    the 

Deposit    Agreement    of    ,    19....,   shall    remain    in    full    force 

and  effect  and  the  Committee  therein  named  shall  continue  to  have  all 
the  powers  and  rights  vested  in  them  by  said  Agreement,  but  said 
Deposit  Agreement  shall  not  apply  to  depositing  Creditors  hereunder 
who  are  not  parties  thereto. 

Sixteenth.  This  Plan  shall  bind  and  benefit  the  several  parties 
hereto,  their  and  each  of  their  survivors,  heirs,  executors,  administrators, 
successors  and  assigns. 

Seventeenth.  The  Depositaries,  or  either  of  them,  may  resign  or  may 
at  any  time  be  removed  by  the  Committee.  The  resignation  of  a  De- 
positary shall  become  effective  by  a  notice  of  a  desire  of  the  Depositary 
to  resign  given  to  the  Chairman  of  the  Committee,  or  to  any  two  other 
members  of  the  Committee,  at  least  fifteen  (15)  days  before  such  resig- 
nation becomes  effective,  unless  the  Committee  shall  waive  such  notice 
and  accept  a  shorter  notice.  A  successor  as  Depositary  may  be  ap- 
pointed by  the  Committee  in  the  event  of  the  resignation  or  removal  of 
either  Depositary.  Such  successor  shall  be  vested  with  all  the  powers, 
rights,  duties  and  obligations  of  the  original  Depositary  appointed  here- 


1840    CORPORATION  FORMS  AND  PRECEDENTS. 

under  with  the  same  effect  as  if  such  Depositary  so  appoiuted  had  been 
originally  a  party  to  this  instrument. 

The  Depositary  who  shall  resign  or  be  removed  shall  deliver  to  the 
new  Depositary  who  may  be  appointed,  the  securities  or  property  depos- 
ited with  it  by  the  Depositors,  or  the  securities  or  property  deposited 
with  it  by  the  Committee  for  delivery  to  the  Depositors,  and  the  De- 
positary for  the  time  being  shall  comply  with  the  obligations  of  any 
predecessor  Depositary  issuing  receipts  thereunder  with  the  same  effect 
as  though  issued  by  such  Depositary.  The  Depositaries  shall  not  be 
responsible  or  liable  as  to  the  validity  or  regularity  of  any  of  the 
Securities,  Notes  or  Claims  deposited  hereunder.  Neither  shall  the 
Depositaries  be  liable  for  any  act  or  omission  of  any  agent  or  employee 
selected  by  them  or  either  of  them  in  good  faith,  or  for  any  error  of 
judgment  or  mistake  of  law  or  fact,  or  in  any  case,  except  for  its  own 
wilful  misconduct.  Neither  shall  one  Depositary  be  liable  for  the  acts 
-jr  conduct  of  the  other  Depositary. 

The  term  "Depositaries"  wherever  used  in  this  instrument  shall  refer 
in  every  instance  to  the  Depositaries  who  may  at  the  time  be  acting  as 
such  under  this  Agreement. 

In  witness  whereof,  the  members  of  the  Committee  and  the  Depos- 
itaries have  subscribed  their  names  to  this  Agreement  as  of  the  day 
and  year  aforesaid,  and  the  parties  of  the  second  part  have  deposited 
their  bonds,  stocks,  notes  and  claims  and  accepted  certificates  of  deposit 
therefor  from  the  Depositaries  or  one   of  them. 


Reorganization   Committee. 

Trust    Company,    as    Depositary, 

By  Vice-President. 

Bank,    as    Depositary, 

By    Vice-President. 

See  Forms  2060-20G2,  supra,  and  notes  thereunder. 

Form  2066. 

CERTIFICATE  OF  DEPOSIT  OF  CLAIM  UNDER  REOR- 
GANIZATION AGREEMENT. 

Xo Aggregate  Amount  $ 

Company. 

Certificate  of  Deposit  for   Claims   on  Open   Account. 

Under  Plan   and   Agreement  of  Eeorganization   dated    y 

19.... 

This    is    to    Certify    that    has    deposited    with    the 

Undersigned,  as  one  of  the  Depositaries  under  a  certain  Plan  and  Agree- 
ment for  the  Reorganization  of  the    Company,  dated 


REORGANTZATTOX  OF  r'0KPOn.\TTr)X^.         1841 

,   19....,  the   hereinafter   describeil    (JIairns   on    Open    Acfount 

against   the    Company,  to-wit: 

Amount  due  on  Open  Account  for  merchandise  sold  to  the   

Company  of  the  total  af^gregate  amount,  as  allowed  in  the  bankruptcy 
proceedings  as  per  the  certificate  of  the  trustees  in  bankruptcy,  to  wit: 
Dolhirs. 

Amount  due  on  Open  Account  for  labor  and  work  done  or  services 
rendered  of  the  total  aggregate  amount,  as  allowed  in  the  bankruptcy 
proceedings  as  per  the  certificate  of  the  trustees  in  bankruptcy,  to-wit: 
Dollars. 

Said  claims  being  deposited  and  received  subject  to  all  the  terms, 
conditions  and  provisions  of  the  aforesaid  Plan  and  Agreement  of  Re- 
organization; and  the  holder  and  owner  of  this  Certificate,  whether  the 
original  holder  or  owner  or  the  assignee  or  successor  in  title  or  interest 
to  or  in  the  same,  or  any  share. of  or  any  right  or  interest  herein  or  here- 
under, assents  to  and  is  bound  by  the  provisions  of  said  Plan  and  Agree- 
ment of  Reorganization  by  receiving  this  Certificate. 

The  Committee  and  its  Agents,  including  the  Depositaries,  will  be 
fully  protected  and  discharged  from  all  liability  in  delivering  the  secur- 
ities, cash  or  other  benefits  to  which  the  owner  of  this  Certificate 
becomes  entitled  to  the  person  presenting  and  delivering  up  this  Cer- 
tificate, and  shall  not  be  obliged  to  make  delivery  thereof  except  upon 
the  surrender  of  this  Certificate. 

The  interest  represented  hereby  is,  subject  to  the  terms  hereof  and 
of  the  said  Plan  and  Agreement  of  Reorganization,  assignable  by  the 
owner  hereof  in  person  or  by  attorney  thereunto  duly  authorized  by 
transfer  upon  the  books  kept  by  the  Undersigned  Depositary  for  that 
purpose,  upon  surrender  of  this  Certificate. 

Dated    ,  A.   D.   19.... 

The   Trust  Company, 

By    

Secretary. 
(The  above  form  was  used  in  th«  reorganization  set  out  in  the  preced- 
ing form.) 

See  Forms  2060,  20G2,  supra,  and   notes  thereunder. 

See  for  other  forms  of  certificates  of  deposit.  Forms  2116-2119,  post. 

Form  2067. 

ENDORSED  ASSIGNMENT  OF  PRECEDING  CERTIFI- 
CATE OF  DEPOSIT. 

For  value  received,  the  Undersigned  owner  of  the  within  Certificate 
of  Deposit  hereby  sells,  assigns  and  transfers  said  Certificate  of  De- 
posit, together   with  all  the  rights,  benefits  and  advantages  thereof,  unto 

aiid    does    hereby    irrevocably    constitute    and    appoint 

the  Attorney  and  Agent  of  the  Undersigned,  to  trans- 
fer said  Certificate  of  Deposit  on  the  books  kept  for  that  purpose  by 
The   Trust  Company,  of  the  City  of   ,  Depositary, 


1842    CORPORATION  FORMS  AND  PRECEDENTS. 

giving   and    granting    unto    the   said   Attorney    full    powor   of   substitution 
in  the  premises. 

Dated    .  ; ,   19 

[Seal J  Company, 

Signature   witnessed   and 
guaranteed  by: 


By  

President. 

STATE   OF    ] 

t  ss ', 
County   of    ( 

On  this day  of ,  in  the  year  19 .... ,  before  me 

personally    appeared    ,    the    President    of    the 

Company,  to  me  personally  known  to  be  such   

President,  who  being  by  me  duly  sworn  did  depose  and  say  that  he  is 

the    President  of  the    Company,  the  corporation 

described  in  and  which  executed  the  foregoing  endorsement  of  Certifi- 
cate of  Deposit  No ,  dated   ,  19 ,  issued  by  The 

Trust  Company,  and  that  the  corporate  seal  of  the 

Company  affixed  to  such  endorsement  is  its  corporate  seal,  and  known 
by  him  to  be  such;  that  said  endorsement  was  executed  by  him  for  and 

on   behalf   of   the    Company   freely   and    voluntarily,   and 

for  the  uses  therein  mentioned  and  as  the  act  and  deed  of  the 

Company.      And   said    also   acknowledged   to   me   that  he 

for  and  on  behalf  of  said  the Company  and  as  its 

President  has  subscribed  its  corporate  name  to  the  foregoing  endorse- 
ment and  affixed  thereto  said  corporate  seal,  and  acknowledged  said 
endorsement  to  be  the  act  and  deed  of  said  the   Company. 

In  witness  whereof  I  have  hereunto  set  my  hand  and  affixed  my 
notarial  seal  this   day  of   ,  A.  D.   19 


Notary  Public. 
See  form  next  preceding  and  note  thereunder. 

Form  2068. 

NOTICE  OF  FORMATION  OF  BONDHOLDERS'  PROTECT- 
IVE COMMITTEE  FOR  INSOLVENT  CORPORATION. 

Company. 

To  Holders  of  Five  Per  Cent.  Sinking  Fund  Gold  Bonds,  dated  July  2,  1906 : 
The  undersigned  have  been  asked  and  have  agreed  to  act  as  a  Bond- 
holders' Committee  to  represent  and  protect  the  interests  of  the  holders 
of  the  Five  Per   Cent.   Sinking  Fund   Gold  Bonds   of  the   Company.     A 

Deposit  Agreement  has  been  prepared  under  which  the Trust 

Company  of  New  York  will  act  as  Depositary,  and  copies  thereof  will 
be  furnished  on  application  to  any  of  the  undersigned.  Bondholders 
are  urged  to  communicate  at  once  with  the  Committee  or  the  Depositary 
and  to  deposit  their  bonds  under  the  agreement  m  order  that  the  Com- 
mittee may  act  promptly  on  their  behalf. 


REORGANIZATION  OF  CORPORATIONS.         1843 

A])plication   will  be  niaile  iu   due  course  to  the  New    Vork  Stock   Ex- 
change for  the  listing  of  certificates  of  deposits. 
New  York,  December  8,  1911. 

Chairman, 

President    Trust  Company  of  New  York. 


of    &  Co.,  Bankers,  New  York. 

of    &  Co.,  Bankers,  New  York. 

President  First  National  Bank,   

,  Secretary,  ....  Wall  Street,  New  York. 


Counsel  to  Committee. 

Trust  Comjjany  of  New  York,  Depositary. 

See  for  other  forms  in  connection  with  this  reorganization,  which  was 
that  of  the  Allis-Chahncrs  Conipan}-,  a  New  Jersey  corporation.  Forms 
2(t69-2079a,  i)ost. 

See  for  form  of  deposit  agreement.  Form  2069,  post;  of  reorganization 
agreement,   2076,  post. 

See  notes  under  Forms  2060,  2002,  supra. 

Form  2069. 

BONDHOLDERS'  DEPOSIT  AGREEMENT  REFERRED  TO 
IN  PRECEDING  FORM. 

Agreement    made   this    eighth    day   of   December,    1911,   between    such. 
Holders  of  the  First  Mortgage  Five  Per  Cent.  Ten-Thirty- Year  Sinking 
Fund  Gold  Bonds  of Company,  issued  under  the  First  Mort- 
gage  dated  July  2,   1906,  execut'ed  by  said  company  to  the    

Trust  and  Savings  Bank    (of  Illinois),  Trustee,  as  shall  become  parties 
to   this   agreement,   hereinafter   referred   to   as   Depositing   Bondholders, 

parties    of    the    first    part,    and    ,    , .  ., 

,  and   ,  hereinafter  referred  to  as  the  Committee, 

parties  of  the  second  part: 

The  holders  of  said  bonds,  deeming  it  necessary  that  they  should 
unite  for  co-operation  and  the  protection  of  their  interests,  hereby 
request   the   Committee  to  act   as   hereinafter  provided: 

Now,  therefore,  in  consideration  of  the  premises  and  of  the  advan- 
iPages  which  will  accrue  from  union  of  interests  and  concert  of  action, 
the  Depositing  Bondholders,  each  for  himself,  hereby  request  the  par- 
ties of  the  second  part  to  act  as  their  agents  and  trustees,  and  to  con- 
stitute the  Committee  hereunder,  and  do  hereby  agree  with  each  other 
and  with  the  Committee  as  follows: 

First.  The  Committee  is  hereby  authorized,  for  all  purposes  of  this 
agreement,  to  represent  and  act  for  the  depositing  bondholders  in 
respect  of  any  and  all  bonds  deposited  hereunder.  The  Committee  is 
fully  authorized  ami  empowered  in  its  name,  or  in  the  name  of  any 
or  all  said  bondholders,  to  take  or  cause  to  be  taken  all  such  proceed- 
ings as  to  it  shall  seem  necessary  or  proper  for  the  purpose  of  protecting 
the  rights  of  the  holders  of  the  deposited  bonds.     The  Committee  may 


1844    CORPORATION  FORMS  AND  PRECEDENTS 

take  or  institute,  or  cause  to  be  taken  or  instituted,  such  actions  or 
proceedings,  give  such  directions,  execute  such  papers,  and  do  such 
acts,  whether  under  the  First  Mortgage  or  otherwise,  as  the  Committee 
shall  consider  judicious  or  proper  in  order  to  enforce  the  security  for, 
or  procure  the  payment  of,  the  principal  or  interest  of  the  first  mort- 
gage bonds  or  otherwise  to  protect  or  enforce  the  rights  and  interests 
of  the  owners  and  holders  of  the  first  mortgage  bonds;  may  demand, 
collect  and  receive  the  interest  upon,  and  the  principal  of,  the  deposited 
bonds;  may  elect  to  have  the  principal  of  the  first  mortgage  bonds 
become  due  and  payable  and  may  withdraw  or  revoke  any  such  elec- 
tion, and  may  institute  any  suit  or  proceeding,  or  cause  the  Trustee 
under  the  First  Mortgage  to  institute  any  suit  or  proceeding,  or  may 
intervene  in,  or  become  parties  to,  or  exercise  control  over,  any  suit 
or  proceeding  instituted  by  the  Trustee  under  the  First  Mortgage  or 
instituted  by  others,  in  which  holders  of  the  first  mortgage  bonds  are 
or  may  be  interested  directly  or  indirectly,  whether  as  bondholders  or 
creditors  and  whether  to  foreclose  the  First  Mortgage  or  for  any  other 
purpose,  including  application  for  the  appointment  of  receivers  or 
trustees  of  said  company  or  for  the  removal  or  substitution  of  receivers 
or  trustees,  and  may  consent  to  the  issue  of  receiver's  or  trustee's  cer- 
tificates in  any  such  proceedings;  may  make  all  requests  and  demands 
which  it  may  deem  proper;  may  exercise,  in  respect  of  the  deposited 
bonds,  all  powers  conferred  on  the  owners  or  holders  of  such  bonds 
under  the  terms  thereof  and  of  the  First  Mortgage,  and,  in  general, 
may  do  whatever  the  Committee  in  its  discretion  may  deem  judicious 
and  proper  in  order  to  carry  out  the  purposes  of  this  agreement  and 
to  protect  and  safeguard  the  interests  of  the  depositing  bondholders. 
>  Second.  The  Committee  may,  from  time  to  time,  add  to  its  number 
by  electing,  by  the  votes  of  a  majority  of  its  members  as  from  time  to 
time  constituted,  an  additional  member  or  additional  members,  and  the 
member  or  members  so  elected,  together  with  those  herein  named  or  their 
successor  or  successors,  shall  constitute  the  Committee  under  this  agree- 
ment, with  like  force  and  effect  as  if  they  were  specifically  herein  named 
as  parties  of  the  second  part.  In  case  at  any  time*  a  vacancy  shall  occur 
in  the  Committee  by  death,  resignation  or  otherwise,  such  vacancy  may 
be  filled  by  a  majority  of  the  other  members  of  the  Committee  by  the 
selection  and  appointment  of  a  successor  to  fill  such  vacancy,  and  said 
successor  shall  have,  and  may  exercise,  all  power  and  authority  under 
this  agreement  previously  possessed  by  the  person  in  whose  place  he 
shall  have  been  selected  and  appointed,  and  to  the  same  extent  and 
effect  as  if  he  were  herein  named  as  one  of  the  Committee.  The  Com- 
mittee as  at  any  time  constituted,  and  notwithstanding  any  vacancy, 
shall  have  all  the  powers,  rights  and  interests  of  the  Committee  as 
originally  formed. 

Third.     Holders   of  the   first   mortgage   bonds   may   become   parties   to 
this    agreement    by    depositing    under    the    terms    hereof,    within    such 

period  as  the  Committee  may  limit  for  that  purpose,  with  the 

Trust  Company  of  New  York  (which  is  hereinafter  termed  the  De- 
positary), their  bonds  in  negotiable  form  and  bearing  the  coupon  of 
January  1,  1912,  and  all  subsequent  coupons.  The  deposited  bonds  shall 
be  held  by  the  Depositary,  subject  to  the  order  of  the  Committee.     For 


REORGANIZATION  OF  CORPORATIONS.         1845 

every  such  deposit,  certificates  of  deposit  issued  by  the  Depositary, 
transferable  as  the  Committee  may  determine  and  in  such  form  as  may 
be  approved  by  the  Committee,  shall  be  delivered  to  depositors.  The 
deposit  of  bonds  and  the  acceptance  of  a  certificate  or  certificates  of 
deposit  therefor,  shall  have  the  same  force  and  effect  as  though  the 
depositor  had  in  fact  subscribed  this  agreement.  Upon  the  transfer  of 
any  certificate,  the  transferee  shall  for  all  purposes  be  substituted  for 
the  prior  holder,  and  the  registered  holders  for  the  time  being  of  the 
respective  certificates  of  deposit  may  be  treate«l  as  the  absolute  owners 
thereof  and  entitled  to  all  rights  of  the  original  depositor. 

Fourth.  The  Committee  may  act,  except  as  hereinafter  otherwise 
provided,  by  a  majority  of  its  members  either  at  a  meeting  or  in  writ- 
ing without  a  meeting.  Any  member  of  the  Committee  may  vote  or  act 
by  proxy  (who  may  be  another  member  of  the  Committee),  and  the 
vote  or  act  of  such  proxy  shall  be  as  effective  as  the  vote  or  act  of  the 
member  appointing  such  proxy.  The  Committee  may  limit  or  extend 
the  time  within  which,  and  fix  the  conditions  under  which,  deposits  may 
.be  made  under  this  agreement,  and,  either  generally  or  in  special  in- 
stances, may,  in  its  discretion,  accept  deposits  after  the  time  limit  has 
expired.  The  Committee  shall  have  the  power  to  employ  such  deposi- 
taries, counsel,  attorneys,  or  agents  as  shall  be  necessary,  and  shall  be 
entitled  to  reasonable  compensation  for  their  services,  and  the  bonds 
deposited  under  this  agreement  are  charged  with  the  payment  of  such 
expenses  and  compensation,  and  for  the  purpose  of  securing  the  funds 
necessary  to  make  any  such  payment,  the  Committee  may  borrow  money, 
and  if  any  sum  shall  be  collected  by  the  Committee  upon  the  deposited 
bonds  or  coupons,  the  Committee  may  apply  such  moneys  to  the  pay- 
ment of  any  sums  so  borrowed.  Neither  the  Committee,  nor  any  of  its 
members,  shall  be  personally  liable  for  any  act  or  omission  of  any  coun- 
sel, attorney,  or  agent  selected  in  good  faith,  nor  for  any  error  of  judg- 
ment or  mistake  of  law.  No  member  of  the  Committee  shall  be  liable 
for  the  act  or  acts,  default  or  defaults,  of  any  other  member  nor  for 
anything  but  his  own  individual  wilful  misconduct.  Any  member  of 
the  Committee  may  resign  by  giving  notice  in  writing  to  the  other 
members  of  the  Committee.  Any  member  of  the  Committee  may  him- 
self make  deposits  under  this  agreement,  and  any  member,  and  any 
firm  or  corporation  of  w^hich  he  may  be  a  member  or  officer,  and  any 
depositary,  its  oflScers  and  agents,  may  be  or  become  pecuniarily  inter- 
ested in  any  property  or  matters  connected  with  this  agreement  which 
this  agreement,  or  any  plan  and  agreement  of  reorganization  or  read- 
justment  which   the   Committee   may   adopt   or   approve,   as   hereinafter 

provided,  or  otherwise,  or  in  which   said    Company  may 

directly  or  indirectly  be  in  any  way  interested  or  concerned,  and  may 
be  or  become  pecuniarily  interested  in  any  purchase  from  the  Com- 
mittee pursuant  to  this  agreement,  and  may  contract  with  the  Com- 
mittee or  may  be  a  member  or  a  manager  of  any  other  Committee  or 
syndicate  or  corporation  or  association  which  may  contract  with  the 
Committee  or  which  mav  be  formed  in  contemplation  of  or  in  connec- 
tion with  any  plan  and  agreement  of  reorganization  or  readjustment 
or  purchase.     The  Depositary  shall  be  liable  only  for  reasonable  care  in 


1846     CORPORATION.  FORMS  AND  PRECEDENTS. 

the  safe  keeping  of  the  deposited  first  mortgage  bonds  and  for  dealing 
therewith  in  accordance  with  the  directions  of  the  Committee. 

Fifth.     The    Committee    shall    have    power,    if    and    whenever    in    its 
judgment  it  shall  become  advisable  so  to  do,  to  adopt  a  plan  and  agree- 
ment for  the  readjustment  of  the  capitalization  or  for  the  reorganiza- 
tion of  the  Company  with  or  witliout  foreclosure  and  sale;  or  the  Com- 
mittee  may   approve   any   plan   and   agreement   for   such   reorganization 
or   readjustment,   although   not  prepared   by  the   Committee.     Any  such 
plan  and  agreement  may  be  adopted  or  be  approved  by  the  Committee 
before   a   sale   of   the   property   embraced   in   the   First    Mortgage,   and 
may  provide  for  the  sale  of  the  deposited  first  mortgage  bonds  or  for 
the    readjustment    of   the    indebtedness   represented   thereby   or   for   the 
sale   or   resale,   in   whole   or  in   part,   of   the   property   embraced   in   the  . 
First   Mortgage   or   other  property   which   such   plan   or   agreement   may 
deal  with  or  concern,  and  the  Committee  may,  as  may  be  prescribed  or 
contemplated  by  such  plan  or  agreement,  sell  the  deposited  first  mort- 
gage bonds  or  may  sell  the  new  securities  representing  the   deposited 
first  mortgage  bonds,  in  whole  or  in  part.     Such  plan  or  agreement  may 
provide  for  the  acquisition  of  other  property  which  in  the   opinion  of  " 
the  Committee  may  be  advantageous;  for  the  organization  of  such  cor- 
poration or  corporations  as  may  be  deemed  suitable,  and  for  the  acquisi- 
tion  in    any    manner   by    such    corporation    or    corporations,    or   by   any 
other   corporation,   directly   or   indirectly,   through    stock   or   obligations 
representative  thereof,  or  otherwise,  of  such  property;  for  the  issue,  dis- 
position and  distribution  of  all  or  any  of  the  stock  or  obligations  of  the 
new  corporation  or  corporations,  and  for  the  raising  of  any  sums  m  cash 
deemed  necessary  by  the  Committee   in  its   discretion  for  any  of   the 
purposes  of  the  reorganization  or  readjustment.  ^  Any  such  plan  or  agree- 
ment may  contain   any  terms   and  provisions,  and   confer   on   the   Com- 
mittee  or  upon   any   other   committee   under   such   plan   and   agreement, 
or   on  the   managers   thereunder,   any  powers   and   discretion   which   the 
Committee    may    deem    expedient,   and    may   impose    such    conditions   on 
participation  therein,  or  in  the  benefits  thereof,  as  the  Committee  may 
deem  wise.  * 

Sixth.  Whenever  the  Committee  shall  adopt  or  approve  any  plan  or  agree- 
ment of  reorganization  or  readjustment,  or,  without  such  plan  or  agree- 
ment, shall  determine  to  make  sale  of  the  deposited  bonds  or  of  any  i>ew 
securities  at  a  price  netting  less  than  the  face  amount  of  the  bonds  and 
interest  deposited  hereunder,  a  copy  of  such  plan  and  agreement  or  a  state- 
ment of  the  terms  of  such  proposed  sale,  shall  be  lodged  with  the  Deposi- 
tary, and  thereupon  a  brief  notice  of  the  fact  of  such  adoption  or  approval 
or  of  the  fact  of  such  proposed  sale  shall  be  given  by  the  Committee  by 
publication  twice  a  week  for  three  weeks  in  two  newspapers  of  general 
circulation  published  in  the  City  of  New  York  and  also  in  two  similar 
newspapers  published  in  the'  City  of  Chicago,  Illinois,  and  likewise  in  the 
City  of  Milwaukee,  Wisconsin,  and  also  through  the  mails,  registered  and 
postage  prepaid,  to  the  registered  holders  of  certificates  of  deposit,  addressed 
to  each  such  registered  holder  at  the  address  of  such  registered  holder  on 
the  books  of  the  Depositary  or,  in  default  of  such  address  on  said  books, 
at  the  General  Post  Ofiice,  New  York  City,  N.  Y.,  and  such  deposit  in  the 
mails  shall  be  conclusive  notice,  as  of  the   date   of  such   deposit,  to  all 


REOROAXTZATIOX  OF  CORPORATIONS.         1m47 

the  Depositing  Bondholders  and  to  ail  holders  of  certificates  of  deposit, 
of  the  adoption  or  ap])ro\al  of  such  plan  and  agreement  by  the  Committee 
and  of  the  lodging  of  a  copy  thereof  with  the  Depositary,  or  of  such 
proposed  sale  and  of  the  terms  thereof  and  of  the  lodging  with  the  Deposi- 
tary of  such  statement  of  the  terms  thereof.  Within  such  period  after  the 
deposit  of  said  notice  and  the  first  publication  in  said  nex\'spapers  as  the 
Committee  may  in  its  discretion  limit  for  that  [)urpose  in  said  notice,  being 
not  less  than  three  weeks,  holders  of  certificates  of  deposit  representing 
deposited  bonds,  if  not  approving  said  plan  or  sale,  may  surrender  their 
respective  certificates  of  deposit  and  withdraw  the  bonds  represented  thereby 
upon  payment  of  their  pro  rata  share  of  the  expenses  and  compensation  of 
the  Committee,  which  in  such  case,  however,  shall  not  as  to  such  withdrawing 
depositors  exceed  the  sum  of  one  per  cent,  of  the  face  value  of  the  bonds 
so  to  be  withdrawn.  Any  holders  of  certificates  of  deposit  who  may  not 
so  surrender  the  same  as  aforesaid  within  the  period  so  limited  by  the  Com- 
mittee shall  be  deemed  to  have  approved  and  assented  to  said  plan  or  sale, 
and  the  Committee  on  their  behalf  shall  V)e  authorized  to  proceed  therewith, 
provided,  however,  that  holders  of  at  least  three-fourths  in  interest  of  said 
outstanding  first  mortgage  bonds  or  certificates  of  deposit  hereunder  shall 
have  approved  or  assented  thereto. 

The  Committee  shall  thereupon  be  fully  authorized  to  carry  out  such  plan 
and  agreement,  or  to  effect  any  such  sale,  and,  for  the  purposes  aforesaid, 
shall  have  full  power  and  authority  to  use,  transfer,  convey,  deliver,  or 
otherwise  deal  with,  the  deposited  first  mortgage  bonds  as  fully  as  though 
&uch  action  had  been  expressly  assented  to  by  the  Depositing  Bondholders 
and  all  holders  of  the  certificates  of  deposit  issued  hereunder,  and  the  rights 
of  holders  of  certificates  of  deposit  issued  hereunder  shall  be  such  only  as 
are  conferred  by  such  plan  and  agreement  or  as  shall  be  fixed  by  such 
terms  of  sale,  and  shall  be  subject  to  the  compliance  with  such  terms  and 
conditions  as  the  plan  and  agreement  may  impose,  or  as  the  terms  of  sale 
may  prescribe,  as  conditions  of  participation  in  the  benefits  of  such  plan 
and  agreement. 

Seventh.  If,  for  any  reason,  the  Committee  shall  consider  it  expedient 
at  any  time  to  terminate  this  agreement,  it  may  do  so,  by  giving  notice 
thereof  through  the  mails,  registered  and  postage  prepaid,  to  the  registered 
holders  of  certificates  of  deposit,  addressed  to  each  such  registered  holder 
at  the  address  of  such  registered  holder  on  the  books  of  the  Depositary, 
or,  in  default  of  such  address  on  said  books,  at  the  General  Post  Office, 
New  York  City,  N.  Y.  In  the  event  of  such  termination  of  this  agreement, 
holders  of  certificates  of  deposit  shall  surrender  to  the  Depositary  their 
certificates  of  deposit,  properly  endorsed  in  blank,  and  shall,  upon  pa>Tnent 
pro  rata  of  the  expenses  and  compensation  of  the  Committee,  be  entitled  to 
the  delivery  by  the  Depositary  of  the  first  mortgage  bonds  to  the  amount 
represented  by  their  certificates  of  deposit. 

Eighth.  This  agreement  shall  be  signed  in  duplicate  on  behalf  of  the 
members  of  the  Committee,  and  one  original  .thereof  shall  be  lodged  with 
the  Depositary,  and  by  receiving  a  certificate  of  deposit  issued  by  the 
Depositary,  any  recipient  or  holder  thereof  shall  thereby  become  and  be 
a  party  to  this  agreement,  and  be  bound  by  its  provisions  with  the  same 
force  and  effect   as  though  an  actual  subscriber  hereto.     The  Committee 


1848     CORPORATTOX  FORMS  AND  PRECEDENTS. 

shall  uot  be  under  any  obligation,  legal  or  equitable,  express  or  implied, 
to  any  bondholder  who  shall  not  deposit  his  bonds  hereunder,  or  to  any 
other  person  whomsoever  other  than  the  holders  of  the  certificates  of  deposit 
issued  in  accordance  with  the  terms  .hereof. 

In  Witness  Whereof,  this  agreement  has  been  signed  in  duplicate  by  the 
members  of  the 'Committee  as  of  the  eighth  day  of  December,  1911,  and 
the  parties  of  the  first  part  have  cither  subscribed  this  agreement  or 
deposited  their  first  mortgage  bonds  and  accepted  the  certificates  of  deposit 
therefor. 

(Signatures.) 

See  form  next  preceding  and  notes  thereunder. 

See  for  form  of  stockholders'  })iotectivo  agreement,  Form  2073,  post. 

Form  2070. 

STATEMENT  OF  FINANCIAL  CONDITION  OF  COMPANY 
INVOLVED  IN  PRECEDING  AGREEMENT. 

Company. 

Five  Per  Cent.  Bondholders'  Committee. 
To  the  Holders  of  First  Mortgage  Five  Per  Cent.  Bonds  of Company : 

The  Bondholders'  Committee  have  been  engaged  in  a  preliminary  investi- 
gation as  to  the  condition  of  the  company,  its  capitalization  and  indebted- 
ness, its  future  requirements  for  working  capital,  &c. 

The  First  Mortgage  of  the  Company,  dated  July  2,  1906,  authorized 
a  total  issue  of  $15,000,000  Five  Per  Cent.  Gold  Bonds.  Of  these,  we  are 
informed  that  $13,573,000  were  certified  by  the  Trustee  and  are  accounted 
for  as  follows: 

1.  In  the  hands  of  the  public   $11,148,000 

2.  Pledged  as  security  for  loans  to  company   800,000 

3.  Originally  issued  but  subsequently  cancelled 136,000 

4.  In  the  treasury  of  the  company  unissued 1,489,000 

Making    the    total    of    $13,573,000 

The  following  figures  furnished  us  today  by  the  management   (estimated 
aa   of  December  31,   1911)    indicate   a  large   surplus   of   cash   and   current 
assets   over   all   current    liabilities,   including   all   notes   payable   and   bank 
discounts,  viz., 
Current  Assets 

Eeceivables    $3,900,000 

Inventories    5,000,000 

Cash 900,000       $9,800,000 

Current  Liabilities 

Notes    Payable    $1,420,000 

Other    Liabilities    1,250,000         2,670,000 

Surplus     $7,130,000 

Accrued  interest  on  the  bonds  due  January  1,  1912,  is  not  included  in  the 
above  figures.     The  inventories  of  the  company  have  been  recently  examined 

and  revised  by  Messrs &  Company,  Chartered  Accountants, 

who  state  in  a  report  to  the  company  dated  December  20,  1911,  that  their 


REORGANIZATION  OF  CORPORATIONS.         1849 

investigation  has  been  caroful  and  tliorough  and  that  thoy  "believe  it 
resulted  in  disclosing  all  items  on  which  any  loss  of  any  consequence  is 
likely  to  bo  sustained." 

In   addition   to   the   aliove   assets,   we   are   informed    that    the   company's 

works  at   ,   , and are 

very  valuable,  and  that  the plant  built  in  recent  years  is  of 

large  capacity  and  modern  in  construction  and  equipment. 

So  far  as  our  investigation  has  disclosed,  the  business  and  net  earnings 
of  the  company  have  been  unsatisfactory  and  decreasing,  and  recent  re- 
trenchment of  creilits  renders  it  necessary  and  urgent  that  additional  work- 
ing capital  should  be  supplied. 

The  Committee  will  submit  to  you  a  further  statement  as  soon  as  they 
have  definite  information  as  to  the  action  of  the  company  in  regard  to  the 
payment  of  the  interest  due  January  1st  on  your  bontls,  and  at  the  earliest 
practicable  moment  thereafter,  there  will  be  submitted  for  your  considera- 
tion a  plan  of  reorganization  under  which  the  necessary  working  capital 
may  be  procured. 

Many  of  the  provisions  of  the  mortgage  of  July  2,  1906,  securing  the 
bonds,  vest  the  control  of  the  action  of  the  Trustee  in  the  hands  of  a 
majority  of  the  bondholders,  and  it  seems  to  your  Committee  that  unity 
and  concerted  action  on  the  part  of  the  bondholders  will  become  imperative. 
As  occasion  may  arise  for  prompt  action  on  their  behalf,  bondholders  should 

without    delay    deposit    their   bonds   with   the    Trust    Company 

of  New  York  as  the  Depositary  of  the  Committee,  so  that  the  Committee 
may  be  enabled  to  take  any  steps  that  may  become  necessary  to  protect 
the  interests  of  the  bondholders. 

New  York,  December  22,  1911. 

,   Chairman ; 


Bondholders'  Committee. 
See  Form  2068,  sttpra,  and  notes  thereunder. 

Form  2071. 

NOTICE  OF  DEFAULT  IN  INTEREST  OF  COMPANY  AND 
REQUEST  FOR  DEPOSITS  BY  COMMITTEE. 

To  Holders  of  First  Mortgage  Five  Per  Cent.  Bonds  of  the Company: 

The  default  by  the  Company  in  the  payment  of  the  coupon 

due  January  1,  1912,  on  its  First  Mortgage  Five  Per  Cent,  bonds  and  the 
declaration  of  the  board  of  directors  that  the  business  of  the  company 
cannot  be  profitably  continued  unless  additional  working  capital  be  supplied 
and  the  fixed  charges  reduced,  render  it  essential  that  the  bondholders 
should  act  unitedly  for  the  protection  of  their  interests  and  the  conserva- 
tion of  the  business  and  property  of  the  company  as  a  going  concern.  The 
company  has  stated-  that  the  bonds  issued  and  outstanding  in  the  hands 
of  purchasers  amount  to  $11,148,000,  and  that  $800,000  in  addition  have 
been  jdedged  as  collateral  for  loans.  It  also  states  that  the  current  liabili 
ties  of  the  company,  including  those  for  which  the  $800,000  bonds  arc 


1850     CORPORATION  FORMS  AND  PRECEDENTS. 

pledged,  amoimt  to  $2,670,000,  ami  that  the  surplus  of  current  assets  over 
current  debts  is  estimated  at  $7,130,000.  This  estimate  is  assumed  to  be 
on  the  basis  of  value  to  a  going  concern.  Serious  loss  to  the  bondholders, 
as  the  principal  creditors  of  the  company,  may  result  if  their  interests 
are  not  properly  represented  and  protected  by  a  Bondholders'  Committee 
authorized  to  take  action  on  their  behalf.  The  undersigned  have  heretofore 
agreed  to  act  as  a  Bondholders'  Protective  Committee,  and  bondholders  are 

again  urged  promptly  to  deposit  their  bonds  at  the  office  of  the 

Trust  Company  of  New  York,  with  the  January  1st,  1912,  coupon  attached, 
to  be  held  under  the  terms  of  the  Bondholders'  Agreement  of  December 
8,  1911,  of  which  copies  will  be  furnished  on  application  to  the  Depositary. 

Certificates  of  Deposit  will  be  issued  by  the  Trust  Com- 
pany of  New  York,  and  application  will  be  made  in  due  course  to  list  these 
Certificates  on  the  New  York  Stock  Exchange. 

The  Committee  has  arranged  with  the  Depositary  to  advance  to  deposit- 
ing bondholders  the  amount  of  the  January  1st  coupon  upon  the  security 
of  the  respective  bonds  and  coupons  deposited.  Interest  at  the  rate  of 
five  per  cent,  per  annum  will  be  charged  by  the  Depositary. 

New  York,  January  2,  1912. 

,  Chairman ; 


Bondholders '  Committee. 

,  Secretary. 

Counsel, 

Trust    Company    of    New    York,    Depositary,    

Wall  Street,  New  York. 

See  Form  2068,  supra,  and  notes  thereunder. 

Form  2072. 

NOTICE   OF   FORMATION   OF   PREFERRED   STOCK- 
HOLDERS' PROTECTIVE   COMMITTEE. 

Company. 

To  the  Holders  of  Preferred  Stock  of  the Co. : 

The   undersigned   at   the   request   of  holders   of   a   large   amount   of   the 

preferred  stock   of  the    Company,  have  agreed  to  act  as  a 

Preferred  Stockholders'  Committee,  for  the  protection  of  the  interests  of 
the  holders  of  said  preferred  stock,  pursuant  to  the  terms  of  an  Agreement 

dated  December  14th,  1911,  on  file  with  The Trust  Company, 

Depositary  thereunder,  at  its  office,  Street,.  Borough  of  Man- 
hattan, City  of  New  York.  Present  conditions  require  concerted  and  vig- 
orous action  on  the  part  of  the  i)referred  stockholders,  who  are  therefore 
requested  to  deposit  their  certificates  for  preferred  ^stock  without  delay 
with  the  Depositary,  subject  to  the  terms  of  the  Agreement.  Negotiable 
receipts  will  be  issued  and  application  will  be  made  in  due  course  for  the 
listing  of  the  same  on  the  New  York  Stock  Exchange.    Copies  of  the  Agree- 


REORGANIZATION  OF  CORPORATIONS  1851 

0ient  may  be  obtainod  fioiii  the  Depositary  or  from  any  member  of  the 
Committee. 

New  York,  December   14,   1911. 

,    Chairman, 

(President   National   Bank), 

Wall  Street,  New  York. 

( &  Son), 

Wall  Street,  New  York. 

(Vice-President  The Trust  Company), 

Broad  Street,  New  York. 

» 

(President  The   Company), 

Milwaukee,  Wis. 

Committee. 

•  ••••. t 

Secretary. 
Broad  Street,  New  York. 

J 

Counsel   to   the   Comiiiittee, 

Wall  Street,  New  York. 

The   Trust  Company, 

Depositary. 
See  for  deposit  agreement^  referred  to  in  above  notice,  Form  207.3,  post. 
See  for  bondholders'   deposit  agreement.   Form  2069,  aitpra. 
See  Form  2068,  supra,  and  notes  thereunder. 

Form  2073. 

STOCKHOLDERS'  PROTECTIVE  AGREEMENT 
REFERRED  TO  IN  PRECEDING  FORM. 

This  Agreement  made  this  14th  day  of  December,  1911,  between  holders 

of  preferred  stock  of  the    Company,  who  may  deposit   their 

stock  as  hereinafter  provided    (hereinafter  called  "Depositors"),  parties 

of  the  first  part,  and , , , , 

and    ,  as  a  committee    (hereinafter  called  the  "Committee"), 

parties  of  the  second  part: 

Witnesseth : 

Whereas  it  is  desirable  that  the  interests  of  the  holders  of  the  preferred 

stock  of  the Company   (hereinafter  called  the  ' '  Company "). 

be  protected  and  advanced  and  this  can  best  be  done  by  a  committee  of 
said  preferred  stockholders; 

Now,  therefore,  the  parties  hereto  agree  as   folloAvs: 

First.  The  above  named  parties  of  the  second  part  are  hereby  consti- 
tuted and  appointed  the  Committee  and  agents  of  the  Depositors,  with 
author-ty  on  behalf  of  the  Depositors  and  each  of  them  to  act  in  the  inter- 
ests and  for  the  i>r()tection  of  the  Depositors,  and  to  take  such  measures 
and  to  do  such  acts  as  they  may  deem  proper  to  olYoct  said  purpose,  in 
such  manner  and  upon  such  terms  as  the  Committee  shall  deem  wise. 


1852    CORPORATION  FORMS  AND  PRECEDENTS. 

Second.  Holders  of  shares  of  the  preferred  capital  stock  of  the  Com- 
pany mar  become  jiarties  to  this  Agreement,  by  depositing  under  the 
terms  hereof,  within  such  period  as  the  Committee  may  from  time  to  time 
limit  for  that  purpose,  their  certificates  for  said  preferred  stock,  duly 
endorsed  in  blank  for  transfer,  and  with  the  necessary  stock  transfer  tax 

stamps  attached,  with  The Trust  Company  (hereinafter  called 

the  "Depositary"),  of  New  York  City,  which  will  issue  therefor,  subject 
to  the  terms  and  conditions  hereof,  its  certificates  of  deposit,  which  may  be 
registered  on  books  kept  for  that  purpose  by  the  Depositary.  Any  certificate 
of  deposit  so  registered  shall  be  assigned  only  on  such  books  by  the  regis- 
tered owner  in  person  or  by  attorney.  Each  of  such  certificates  of  deposit 
may  be  treated  by  the  Committee  and  the  Depositary  as  a  negotiable  instru- 
ment, and  the  holder  for  the  time  being  may  be  considered  and  treated 
as  the  absolute  owner  thereof  and  of  all  the  rights  of  the  original  Depositor 
of  every  character  and  neither  the  Committee  nor  the  Depositary  shall  be 
affected  by  any  notice  to  the  contrary.  The  Depositors  so  depositing  their 
preferred  stock  and  their  transferees  shall,  by  accepting  such  certificates 
of  deposit,  become  parties  hereto,  with  like  effect  as  if  signing  this  Agree- 
ment. The  deposit  of  preferred  stock  with  the  Depositary  shall  transfer 
to  the  Committee  the  legal  and  equitable  title  thereto  for  the  purposes  of 
this  Agreement,  and  all  such  preferred  stock  shall  be  subject  to  the  order 
and  control  of  the  Committee,  and  the  Depositary  shall  deliver  the  deposited 
preferred  stock  or  any  part  thereof  upou  the  written  order  of  the  Commit- 
tee, or  a  majority  thereof,  and  shall  not  be  under  any  liability  to  see  to  its 
application.  The  Depositary  shall  at  all  times  be  free  from  any  liability 
or  responsibility  in  dealing  with  or  disposing  of  the  deposited  preferred 
stock  as  directed  in  writing  by  a  majority  of 'the  Committee. 

Third.  The  Committee  shall  have  and  may  exercise  in  its  discretion  all 
the  rights  and  powers  of  the  respective  owners  or  holders  of  the  preferred 
stock  deposited  hereunder,  and  shall  have  full  power  to  take  all  such  meas- 
ures and  do  all  such  acts  as  the  Committee  may  deem  proper  in  the  interests 
of  the  Depositors.  The  Committee  shall  have  and  is  hereby  given  any  and 
all  powers  which  it  may  deem  necessary  or  expedient,  for  carrying  out  or 
promoting  the  purpose  of  this  Agreement  in  any  respect,  though  any  such 
power  be  apparently  of  a  character  not  now  contemplated.  The  Committee 
may  exercise  any  and  every  such  power,  whether  herein  enumerated  or  not, 
as  fully  and  effectually  as  if  the  same  were  herein  distinctly  specified, 
and  as  often  as  for  any  cause  or  reason  it  may  deem  expedient,  the  methods 
to  be  adopted  in  carrying  out  this  Agreement  being  entirely  discretionary 
with  the  Committee.  The  Commitee  also  has  power  to  construe  this  Agree- 
ment. 

Fourth.  The  Committee  is  especially  authorized  to  transfer  the  deposited 
preferred  stock,  or  cause  the  same  to  be  transferred  into  the  name  of  the 
Committee  or  its  nominees;  to  attend  in  person  or  by  proxy  all  meetings 
of  the  stockholders  of  the  Company,  and  vote  the  preferred  stock  deposited 
hereunder  on  all  questions  which  may  come  up  at  such  meetings  as  fully 
to  all  intents  as  the  Depositors  might  have  done;  to  request  or  consent 
to  any  corporate  action  of  the  Company;  to  maintain  any  suit  at  law  or  in 
equity,  and  to  take  any  action  which  the  Depositors  could  have  taken,  to 
compromise  or  settle  any  such  suit,  and  to  intervene  in  any  other  suits  or 
proceedings;  to  apply  for  the  appointment  of  a  receiver  or  receivers  of  the 


REORGANIZATION  OF- CORPORATIONS.         1853 

Company;   and  to  purchase,  acquire,  settle   or  pay  all   or  any   part  of  the 
indebtedness  of  the   Company. 

No  enumeration  of  8i»ecial  powers  by  any  of  the  provisions  of  this  Agree- 
ment shall  be  construed  to  limit  any  grant  of  general  powers  contained  in 
or  conferred  by   any   of  the  provisions  hereof. 

Fifth.  The  Committee  may  limit  the  time  within  which  preferred 
stock  may  be  received,  may  either  generally  or  in  specific  instances  extend 
any  time  so  limited,  and  may  impose  penalties  after  any  such  limit  shall 
expire.  It  may  employ  counsel,  agents,  clerks,  and  such  other  assistants 
as  may  be  necessary.  The  members  of  the  Committee  shall  be  entitled 
to  reasonable  compensation  for  their  services  not  exf^eeding  in  the  aggre- 
gate one  per  cent,  of  the  par  value  of  the  preferred  stock  deposited  here- 
under and  the  expenses  of  the  Committee  shall  not  exceed  onelialf  of  one 
per  cent,  of  such  par  value.  The  Committee  may  borrow  money  and  may 
deposit  or  pledge  the  said  preferred  stock  so  deposited,  or  any  other  securi-* 
ties  or  property  held  by  it  hereunder,  as  collateral  security  for  the  amount 
so  borrowed,  whenever  the  Committee  shall  need  to  borrow  money  for  the 
purposes  of  this  Agreement  or  for  the  protection  of  the  Depositors  or  the 
preservation  of  the  property  or  to  defray  the  expenses  of  carrying  out  this 
Agreement.  There  shall  be  no  personal  liability  on  the  part  of  the  Deposit- 
ors or  any  of  them  for  any  such  expenses  or  compensation,  or  for  any 
action  undertaken  or  expense  incurred  by  the  Committee,  but  the  Committee 
sliall  look  solely  to  the  security  of  the  preferred  stock  or  other  securities 
or  property  subject  hereto  for  the  reimbursement  of  such  expenses  and 
compensation  which  are  hereby  made  a  charge  upon  the  securities  hereby 
deposited  or  at  any  time  held  hereunder  pro  rata.  Any  present  or  future 
member  of  the  Committee  or  the  DeiJositary  may  be  or  become  pecuniarily 
interested  in  any  of  the  property  or  matters  which  are  the  subject  of  this 
Agreement,  including  the  right  to  become  a  member  of  any  syndicate 
formed  in  connection  therewith,  or  to  become  an  officer  or  director  or 
stockliolder  of  any  corporation  wliich  may  be  organized  in  connection  there- 
witli;  and  all  actions  of  the  Committee  and  Depositary  taken  in  good  faith 
shall  be  valid  notwithstanding  any  such  interest.  The  power  of  the  Com 
mittee  to  borrow  money  shall  only  be  exercised  with  the  concurrence  of 
at  least  a  majority  of  all  the  members  of  the  Committee. 

Sixth.  If  the  Committee  shall  at  any  time  deem  it  expedient,  it  may 
terminate  this  Agreement  and  thereupon  the  preferred  stock  deposited  here- 
under shall,  on  the  order  of  the  Committee  and  the  surrender  of  the  cer- 
tificate of  deposit  issued  in  respect  thereof,  be  released  from  such  deposi'. 
and  returned  to  the  holders  of  such  certificates  of  deposit  upon  payment 
of  their  respective  proportions  of  the  expenses  and  compensation  of  said 
Committee  as  herein  provided,  which  shall  not,  however,  in  such  event 
exceed  one-half  of  one  per  cent,  of  the  par  value  of  the  preferred  stock 
so  returned. 

Seventh.  The  Committee  is  also  authorized  and  empowered,  if  in  the* 
judgment  of  the  Committee  such  action  is  advisable,  either  before  or  after 
a  sale  of  the  property  of  the  Company,  to  prepare  and  adopt  a  plan,  or  to 
approve  a  plan  prepared  by  others,  for  the  reorganization  of  the  Company 
or  the  readjustment  of  its  capitalization  or  aflFairs,  and  to  negotiate  with 
all  or  any  of  the  bondholders,  creditors  or  stockholders  of  the  Company 
in  devising  and  carrying  out  such  jilan  or  [ilans  on  tlio  jmrt  of  the  Deposit- 


1854     CORPORATION  FORMS  AND  PRECEDENTS. 

ors,  unless  their  dissent  be  manifested  as  hereinafter  indicated.  And  the 
Committee  may  in  anj'  such  plan  iu  its  discretion  recognize  and  make 
provision  for  any  or  all  of  the  debts  of  the  said  Company,  whether  or  not 
the  same  constitute  liens  on  the  mortgaged  premises  superior  to  the  lien 
of  the  mortgage  of  the  Company,  and  may  also  recognize  and  make  provision 
for  the  stock,  preferred  and  common,  of  the  Company.  Said  plan  or  plans 
shall  be  in  such  form  and  contain  such  terms,  powers  and  conditions  as 
to  the  Committee  shall  seem  equitable  and  fair. 

When  the  Committee  shall  have  adopted  such  plan  a  copy  of  the  same 

shall  be  filed  with  The    Trust  Company,  at  its  office  at  No. 

Broad  Street,  in  the  Borough  of  Manhattan,  in  the  City  of  New 

York,  and  a  brief  notice  of  such  filing  of  the  said  plan  shall  thereupon  be 
published  by  the  Committee  twice  a  week  for  two  successive  weeks  in  at 
least  two  newspapers  published  in  the  Borough  of  Manhattan,  City  of 
New  York,  and  in  one  newspaper  published  in  the  City  of  Chicago,  Illinois, 
and  in  one  newspaper  published  in  the  City  of  Milwaukee,  Wisconsin, 
and  such  filing  of  said  plan  and  publication  of  notice  shall  be  conclusive 
notice  to  all  Depositors  of  the  adoption  of  said  plan  by  said  Committee. 
Such  plan  or  agreement  shall  become  effective  and  binding  on  all  Deposit- 
ors when  assented  to  by  Depositors  holding  certificates  of  deposit  represent- 
ing a  majority  of  the  par  value  of  the  preferred  stock  deposited  hereunder, 
but  each  Depositor  shall  be  conclusively  presumed  to  have  assented  thereto 
unless  he  shall  within  thirty  days  after  the  last  publication  of  the  notice 
of  filing  such  plan  have  filed  with  the  Depositary  wi'itten  notice  of  his 
dissent  therefrom,  specifying  the  date  or  dates  and  the  number  or  numbers 
of  the  certificates  of  deposit  held  by  him.  If  Depositors  holding  certificates 
of  deposit  representing  more  than  a  majority  of  the  par  value  of  the  pre- 
ferred stock  deposited  hereunder  shall,  within  the  time  mentioned,  so  file 
notice  of  dissent,  such  plan  shall  not  become  effective,  and  the  Committee 
may  thereafter  from  time  to  time  prepare  or  adopt  or  approve  any  other  ' 
plan  or  agreement  and  give  notice  thereof  as  above  provided  and  any 
plan  or  agreement  when  assented  to  in  manner  above  provided  by  Depositors 
holding  certificates  of  deposit  aggregating  a  majority  of  the  par  value  of 
the  preferred  stock  deposited  hereunder  shall  be  effective  and  binding  on  all 
Depositors;  subject,  however,  to  the  power  of  the  Committee  thereafter  to 
modify  said  plan  and  resubmit  the  same  as  modified  to  the  Depositors. 
The  Committee  is  under  no  obligation  to  enforce  or  carry  out  any  plan 
which  may  have  become  effective  as  above  provided. 

In  ease  said  plan,  or  any  part  thereof,  or  any  other  plan  which  shall 
have  been  approved  by  the  Committee,  shall  become  effective  as  above  pro- 
vided, any  depositor  who  shall  have  filed  notice  of  dissent  therefrom  may, 
within  ten  days  after  the  expiration  of  said  period  of  thirty  days,  with- 
draw his  preferred  stock  from  deposit,  upon  surrender  of  his  certificate 
of  deposit  therefor  and  upon  payment  of  one-half  of  one  per  cent,  of  the 
par  value  of  the  preferred  stock  so  withdrawn  as  his  proportion  of  the 
expenses  of  the  Committee. 

Eighth.  The  Committee  is  authorized  to  fill  any  vacancy  in  its  number 
by  vote  or  written  appointment  of  the  remaining  members.  Any  member 
may  resign  by  notice  in  writing  to  the  Chairman.  No  member  of  the 
Committee  shall  be  personally  responsible  for  the  acts  or  contracts  of  any 
other  member,  or  personally  answerable  except  for  his  ewn  wilful  miscon- 


RKOKGAXIZATIOX  OF  CORl^ORATIONS.         1855 

duct.  The  Coiiiinittce  may  add  to  its  number.  Twenty-four  hours  notice 
of  mcetingH,  by  letter  or  telegram,  shall  be  given,  but  such  notice  may  be 
waived.  Any  member  of  the  T'ommittee  may  act  at  any  meeting  by  proxy 
who  may  but  need  not  be  another  member  of  the  Committee.  A  majority 
of  the  members  of  the  Committee  shall  constitute  a  quorum,  and  the  Com- 
mittee may  act  by  vote  of  a  majority  of  the  members  present  at  a  meet- 
ing or  by  a  writing  signed  by  a  majority  of  the  members  without  a  meeting. 
Notice  of  any  such  action  had  without  a  meeting  shall  be  forthwith  given 
to  all  members  not  participating  therein. 

Ninth.  The  Committee  shall  at  all  times  obey  the  reasonable  instruc- 
tions of  Depositors  given  either  by  a  vote  of  the  Depositors  representing  a 
majority  in  amount  of  the  preferred  stock  deposited  hereunder,  at  a  meet- 
ing called  by  the  Committee  for  the  purpose  u})on  reasonable  notice,  or 
evidenced  by  written  instructions  signed  by  the  Depositors  of  sixty  per 
cent,  in  amount  of  the  preferred  stock  deposited  hereunder.  Any  matter 
or  question  not  herein  provided  for  may  also  be  submitted  to  the  Depositors 
at  a  meeting  called  upon  like  notice,  and  such  matter  or  question  shall  be 
determined  by  a  vote  of  the  Depositors  representing  a  majority  in  amount 
of  the  preferred  stock  deposited  hereunder  given  in  person  or  by  proxy, 
which  determination   shall   be  binding  upon   all  parties  hereto. 

Tenth.  Any  notice  from  the  Committee  to  a  Depositor  may  be  given  by 
mailing  the  same,  with  postage  prepaid,  to  the  address  of  the  Depositor, 
as  registered  by  him  with  the  Depositary,  and  shall  be  deemed  duly  served 
upon  such  mailing. 

The  Committee  shall  keep  books  of  account  and  of  its  receipts  and  dis- 
bursements, and  a  record  of  its  proceedings,  and  upon  the  termination  of 
its   duties,   its  account   of  its  actual  expenses  and   disbursements  shall   be 

filed  with  The Trust  Company,  and  notice  of  such  filing  shall 

be  published  once  in  each  week  for  two  successive  weeks  in  two  newspaj)ers 
published  in  the  Borough  of  Manhattan  in  the  City  of  New  York,  and 
one  newspaper  published  in  the  City  of  Chicago,  Illinois,  and  one  news- 
paper published  in  the  City  of  Milwaukee,  Wisconsin,  and  thereupon  the 
Committee  and  each  member  thereof  and  the  representatives  of  said  members 
shall  be  discharged  from  all  its  and  their  duties,  liabilities  and  obligations 
as  to  all  Depositors  except  as  to  any  Depositor  who  shall  within  sixty  days 
after  the  last  publication  of  said  notice  file  notice  of  objection  in  writing 

with  The   Trust  Company,  which  shall  thereupon   consider  and 

pass  -upon   all   objections  so   filed   and   the   decision   of   The    

Company  as  to  any  matter  so  objected  to  shall  be  conclusive  and  binding 
upon  the  Committee  and  the  objecting  Depositor. 

Eleventh.  The  term  "Depositors,"  as  herein  employed,  shall  be  taken 
to  mean  the  holders  or  registered  owners  of  certificates  of  deposit  issued 
pursuant  hereto  for  preferred  stock  deposited  hereunder.  No  stockholders 
whose  stock  shall  not  be  deposited  hereunder  shall  be  entitled  to  any  right 
or  privilege  by  reason  hereof. 

Twelfth.  The  Depositary  shall  act  as  the  Agent  of  the  Committee  and 
shall  be  protected  in  acting  or  omitting  to  act  on  instructions  from  the 
Committee.  In  no  case  shall  the  Depositary  be  liable  except  for  bad 
faith.  The  Depositary  may  resign  and  be  discharged  from  all  further 
obligations  of  every  kind  upon  serving  written  notice  of  its  resignation  upon 
the  Committee.     The   Committee  shall  have  the  power  to  appoint  a  new 


1856    CORPORATION  FORMS  AND  PRECEDENTS. 

depositary  at  any  time,  and  outstanding  certificates  of  deposit  shall  have 
the  same  force  as  if  issued  by  such  new  depositary. 

lu  Witness  Whereof  the  members  of  the  Committee  have  hereunto  set 
their  hands,  and  the  Depositors  have  become  parties  hereto  by  depositing 
their  securities  hereunder  as  above  set  forth. 


Committee. 
See  form  next  preceding  and  notes  thereunder. 

Form  2074. 

NOTICE  TO   BONDHOLDERS  AND   STOCKHOLDERS   OF 
PLAN  AND  AGREEMENT  FOR  REORGANIZATION. 

To  Holders  of Company  First  Mortgage  Bonds,  Preferred  and 

Common  Stocks  and  Certificates  of  Deposit : 

The    several    committees    organized    in    December    last    to    represent    the 

interests  of  the  holders  of  the  bonds  and  shares  of  stock  of  the 

Company  have  approved  a  Plan  of  Eeorganization,  and  at  the  request  of 
said  committees  the  undersigned  have  agreed  to  act  as  the  Reorganization 
Committee.     The  Plan  and  Agreement  of  Eeorganization  is  dated  March 

18,  1912,  and  lodged  with  the Trust  Company  of  New  York, 

as  Depositary. 

Tn  order  to  meet  existing  conditions,  it  was  deemed  essential  to  provide 
additional  working  capital  and  also  to  eliminate  the  mortgage  lien  which 
had  recently  prevented  the  company  from  securing  necessary  credit  and 
financial  accommodation.  A  new  company  is  to  be  organized  with  an 
authorized  capitalization  of  $16,500,000  par  value  of  Seven  Per  Cent. 
Cumulative  Preferred  Stock  and  $26,000,000  par  value  of  Common  Stock. 
The  capitalization  of  the  present  company,  which,  including  the  outstanding 
First  Mortgage  Five  Per  Cent.  Bonds,  now  amounts  to  over  $47,000,000, 
will  be  reduced  about  $9,710,000,  as  $5,192,000  par  value  of  the  new 
Preferred  Stock  is  to  represent  the  payment  of  an  equal  amount  in  cash. 

The  new  Preferred  Stock  is  to  be  redeemable  at  110  per  cent.,  and  any 
accrued  cumulative  dividends,  and  is  to  entitle  the  holders  to  dividends 
at  the  rate  of  7  per  cent,  per  annum,  with  cumulative  provisions  as  set 
forth  in  the  Plan  and,  if  found  practicable,  to  elect  a  majority  of  the 
directors.  It  will  be  entitled  in  case  of  liquidation  to  preference  as  to 
principal   and   any  accrued   cumulative   dividends. 

The  existing  shares  of  Preferred  Stock  are  to  be  assessed  20  per  cent,  and 
the  Common  Stock  10  per  cent,  of  their  par  values,  thereby  providing  a 
fund  of  $5,192,000,  for  which  new  Preferred  Stock  will  be  issued  at  par. 
This  fund  is  to  be  used  for  the  purposes  and  expenses  of  the  reorganization 
and  to  supply  the  new  company  with  additional  working  capital. 


EEORGANIZATION  OF  CORPORATIONS.        1857 

To  assure  the  continuity  of  the  management  of  the  new  company  for  at 
least  five  years  and  to  further  protect  the  interests  of  the  present  bond- 
holders, who  will  become  entitled  to  more  than  two-thirds  of  all  the  new 
Preferred  Stock,  the  Eeorganization  Committee  is  to  cause  the  entire 
capital  stock  of  the  new  company,  except  directors'  qualifying  shares, 
to  be  vested  for  a  term  of  five  years  in  Voting  Trustees  and  to  cause 
Voting  Trust  Certificates  to  be  issued  by  such  Voting  Trustees  for  dis- 
tribution under  the  Plan,  in  lieu  of  the  stock   itself. 

It  will  be  provided  that  the  new  company  shall  not  create  any  mortgage 
lien  upon  its  property  so  long  as  any  of  its  Preferred  Stock  remains  out- 
standing, unless  the  holders  of  at  least  80  per  cent,  of  such  stock  shall  give 
their  consent  thereto  either  in  writing,  or  by  vote  at  a  duly  notified  meeting 
specially  called  for  the  consideration  of  the  pubject,  and  that,  during  the 
continuance  of  the  Voting  Trust,  the  consent  in  writing  of  holders  of  a 
like  amount  of  Voting  Trust  Certificates  for  such  stock  shall  also  be 
required. 

Bondholders  of  the  present  company  who  shall  deposit  their  bonds,  with 
all  coupons  for  interest  maturing  on  and  after  January  1,  1912,  will  be 
entitled  to  receive  in  exchange  therefor,  upon  completion  of  the  reorganiza- 
tion, (1)  the  amount  of  the  coupons  due  January  1,  1912,  in  cash,  (2) 
the  par  amount  of  their  bonds  in  preferred  stock  of  the  new  company 
at  par,  and  (3)  in  addition  35  per  cent,  of  the  par  amount  of  their  bonds 
in  the  common  stock  of  the  new  company.  This  amount  of  new  common 
stock  is  allotted  to  bondholders  in  consideration  for  the  release  of  the 
mortgage  lien  and  fixed  charge. 

Preferred  Stockholders  who,  in  compliance  with  the  Plan,  shall  deposit 
their  stock  and  pay  the  assessment  of  20  per  cent,  on  the  par  value  thereof, 
will  be  entitled  to  receive,  upon  the  completion  of  the  reorganization,  for 
each  $100  of  preferred  stock  deposited  and  cash  assessment  of  $20  paid 
thereon,  $20  in  the  preferred  stock  and  $90  in  the  common  stock  of  the 
new  company  at  par. 

Common  Stockholders  who,  in  compliance  with  the  Plan,  shall  deposit 
their  stock  and  pay  the  assessment  of  10  per  cent,  on  the  par  value  thereof, 
will  be  entitled  to  receive,  upon  completion  of  the  reorganization,  for  each 
$100  of  common  stock  deposited  and  cash  assessment  of  $10  paid  thereon, 
$10  in  the  preferred  stock  and  $35  in  the  common  stock  of  the  new  company 
at  par. 

Messrs and  T have  agreed  to  act  as  Sj-ndicate 

Managers,  and  have  formed  a  syndicate  to  underwrite  the  assessments 
amounting  to  $5,192,000  on  the  preferred  and  common  stock  of  the  present 
company. 

•^  The  Plan  of  Eeorganization  now  submitted  for  approval  was  formulated 
by  the  Bondholders  Committee  acting  under  a  Bondholders  Agreement  dated 
December  8,  1911,  and  was  subsequently  approved  by  the  Stockholders  Com- 
mittees. The  purpose  of  the  Bondholders  Committee  has  been  to  preserve 
the  preferential  rights  of  the  bondholders  and  to  secure  the  necessary  new 
funds  and  working  capital  by  means  of  assessments  on  the  stockholders. 


1858    CORPORATION  FORMS  AND  PRECEDENTS. 

If  the  bondholders  had  undertaken  independently  to  foreclose  and  to  take 
over  the  properties  and  carry  on  the  business,  they  would  have  had  to 
supply  cash  to  the  amount  of  fully  $5,000,000,  or  45  per  cent,  of  the 
face  value  of  their  bonds.  On  the  other  hand,  if  no  plan  were  adopted, 
foreclosure  sale  and  liquidation  might  involve  a  serious  shrinkage  and 
substantial  loss.  The  value  of  the  property  as  a  going  concern  is  represented 
to  be  greatly  in  excess  of  any  sum  that  could  reasonably  be  expected  to  be 
realized  by  sale  of  the  real  and  personal  property  on  forced  liquidation. 
The  business  and  good  will  of  the  company  and  its  organization  and  staff 
of  skilled  employees  are  elements  of  value  which  ought  to  be  preserved 
for  the  benefit  of  the  security  holders  and  which  might  be  wholly  sacrificed 
if  no  Plan  of  Eeorganization  were  formulated. 

The  enclosed  letter  of  the  President  of  the  Allis-Chalmers  Company  dated 
March  23,  1912,  describes  the  property  and  indicates  the  present  financial 
condition  and  the  present  and  probable  future  operations  of  the  enterprise 
as  reported  to  the  Eeorganization  Committee.  (Letter  is  not  included  in 
these  forms.) 

Bondholders  and  Stockholders  must  deposit  their  bonds  and  the  certificates 

for  their  stocks  with  the   Trust  Company  of  New  York,  No. 

. Wall  Street,  New  York,  as  the  Depositary  of  the  Eeorganization 

Committee  prior  to  May  1,  1912,  after  which  date  no  deposits  will  be 
received  except  upon  such  terms  or  penalties  as  the  Eeorganization  Com- 
mittee may  prescribe.  Stockholders  must  pay  ten  per  cent,  of  their 
respective  assessments  at  the  time  of  depositing  their  stock  certificates. 

Application  will  be  made  in  due  course  to  list  on  the  New  York  Stock 
Exchange  the  certificates  of  deposit  issued  by  the  Depositary  under 
the  Plan  and  Agreement  of  Eeorganization. 

The  Committee  under  the  Bondholders  Agreement  dated  December 
8,  1911,  has  published  a  notice  to  the  holders  of  certificates  of  deposit 
issued  under  said  agreement  that  the  Plan  and  Agreement  of  Eeorgan- 
ization has  been  approved  by  said  Committee,  and  that  the  holders  of 
such  certificates  of  deposit  will  be  deemed  to  have  assented  to  said 
Plan  and  Agreement  of  Eeorganization  of  March  18,  1912,  unless  they 
surrender  their  respective  certificates  of  deposit  and  withdraw  the  bonds 
represented  thereby  prior  to  April  22,  1912,  upon  payment  of  their  pro 
rata  shares  of  the  expenses  and  compensation  of  the  Bondholders  Com- 
mittee to  date.  Such  certificate  holders,  howev.er,  are  nevertheless 
requested  to  surrender  their  certificates  to  the  Depositary  in  exchange 
for  new  certificates  to  be  issued  under  the  Plan  and  Agreement  of  Ee- 
organization. 

Holders  of  certificates  of  deposit  issued  under  the  Preferred  Stock- 
holders Protective  Agreement,  dated  December  14,  1911,  or  under  the 
Common  Stockholders  Deposit  Agreement,  dated  December  18,  1911, 
desiring  to  deposit  under  the  Plan  and  Agreement  of  Eeorganization 
may  deliver  their  certificates  of  deposit  to  the  Trust  Com- 
pany of  New  York  and  pay  ten  per  cent,  of  the  respective  assessments. 
Said  Trust  Company  will  issue  interim  receipts  therefor  and  will  there- 
upon surrender  such  certificates  of  deposit  in  exchange  for  the  stocks 


REORGANIZATION  OF  CORPORATIONS         1859 

represented  thereby,  aud  upon  receipt  of  such  stocks   will  issue  certifi- 
cates of  Deposit  under  the  Plan  and  Agreement  of  Reorganization. 
New  York,  March  26,   1912. 

(Jliairnian 


Reorganization   Committee. 

,    Secretary. 

Counsel    to    Reorganization    Committee,    

Depositary,    Trust   Company   of   New   York. 

Address  of  Committee  and   Depositary,  No Wall  Street,  New  York 

City,  where  all   communications   should   be  addressed. 

Form  2075. 

PLAN  OF  REORGANIZATION  REFERRED  TO  IN  PRE- 
CEDING FORM. 

PLAN  OF   REORGANIZATION 
Subject    to    the    Terms    and    Provisions    of    Reorganization    Agreement 

Dated  March  18,  1912,  and  Lodged  With   Trust 

Company   of  New  York. 

I. 

Present   Capitalization. 

Totals. 

1.  First    Mortgage    Five    Per    Cent.    Bonds .$11,148,000 

2.  Seven  Per  Cent.  Cumulative  Preferred  Stock     16,050,000 

3.  Common    Stock    19,820,000  $47,018,000 


II. 
Proposed  New  Capitalization. 

A  new  corporation  is  to  be  organized  under  the  laws  of  such  state  as 
the  Reorganization  Committee  may  deem  advisable,  with  an  authorized 
capital   stock  of  $42,500,000   divided   as  follows: 
1.     Seven    Per   Cent.    Preferred    Stock $16,500,000 

Cumulative   from   January   1,   1913,   at    5 

per    cent,    per    annum;    from    January    1, 

1901,  at  6  per  cent.,  and  from  January  1, 

1917,  at  7  per  cent.,  but  to  be  entitled  to 

7  per  cent,  from  beginning  if  earned  by 

new    company    and    declareil    by    its    di- 
rectors. 


2.     Common    Stock    26,000,000  $42,500,000 

The  holders  of  the  new  Preferred  Stock  are  to  be  entitled  to  prefer- 
ence not  only  as  to  dividends  but  also  as  to  principal  and  any  accrued 
cumulative    dividends    in    case    of    liquidation.      If    found    practicable, 


1860    CORPORATION  FORMS  AND  PRECEDENTS. 

the  new  Preferred  Stock  is  to  have  power  to  elect  a  majority  of  the 
board  of  directors  and  is  to  be  redeemable  at  110  and  any  accrued 
cumulative  dividends.  A  Voting  Trust  of  the  new  Preferred  and  Com- 
mon Stock,  except  directors'  qualifying  shares,  will  bo  created  for  five 
years,  with  five  Voting  Trustees,  who  are  to  be  appointed  by  the  Re- 
organization Committee,  and  Voting  Trust  Certificates  will  be  distrib- " 
uted  in  lieu  of  stock.  It  will  be  provided  that  the  new  company  shall 
not  create  any  mortgage  lieu  upon  its  property  so  long  as  any  of  its 
Preferred  Stock  remains  outstanding,  unless  the  holders  of  at  least  80 
per  cent,  in  amount  of  such  stock  shall  give  their  consent  thereto  either 
in  writing,  or  by  vote  at  a  duly  notified  meeting  specially  called  for 
*the  consideration  of  the  subject  and  that,  during  the  continuance  of  the 
Voting  Trust,  the  consent  in  writing  of  holders  of  a  like  amount  of 
Voting  Trust   Certificates  for  such  stock  shall  also  be  required. 

III. 

Assessments  on  Outstanding  Stocks. 
In   order  to  provide  for  the   expenses   and   other  purposes   of   the  re- 
organization  and  to   supply  the   new  company  with   additional   working 
capital,  the  holders   of  the  outstanding  stocks  of  the    Com- 
pany will  be  required  to  pay  assessments  in  cash  as  follows: 

1.  Preferred  Stock  will  be  assessed  20  per  cent.     $3,210,000 

2.  Common  Stock  will  be  assessed  10  per  cent.         1,982,000     $5,192,000 


Ten  per  cent,  of  the  respective  assessments  will  be  payable  on  deposit 
of  the  certificates  for  stock  and  the  balance  will  be  payable  on  or  after 
October  1,  1912,  on  thirty  days'  notice  by  the  Eeorganization  Com- 
mittee to  be  given  as  provided  in  the  Eeorganization  Agreement. 

A  Syndicate  has  been  formed  by    and    as 

Syndicate  Managers  to  underwrite  said  assessments  upon  the  terms  of 
an  Underwriting  Agreement  between  them  and  the  Eeorganization  Com- 
mittee to  be  lodged  with  the  Depositary. 

IV. 
Distribution  of  New  Securities.  " 

1. 
New  Preferred  Stock 

1.  To   holders  of   Five   Per   Cent.   Bonds   at  par  $11,148,000 

2.  To  stockholders  on  payment  of  assessment  at 

par     5,192,000 

3.  Surplus     160,000  $16,500,000 


2. 
New   Common   Stock. 

1.  To    holders    of    Five    Per    Cent.    Bonds    35 

per    cent $  3,901,800 

2.  To    holders    of    Preferred    Stock    90   iK>r    cent.      14,445,000 

3.  To    holders    of    Common    Stock    35    per    cent.       6,937,000 

4.  Surplus     716,200  $26,000,000 


REORGANIZATION  OF  CORPORATIONS.         1861 

V. 

Besults  to  Preaent  Holders  of  Securities  of   Company. 

Bondholders  and  Stockholders  depositing  under  Plan  and  Agreement 
of  Reorganization  will  receive,  on  completion  of  reorganization,  shares 
of  now  Preferred  and  Common  Stock,  or  Voting  Trust  Certificates  rep- 
resenting the  same,  as  follows: 

1.     For  each  $1,000  Five  Per  Cent.  Bond  with  coupon  due  January 
1,   1912,  and  all  subsequent  coupons  attached: 

1.  New   Preferred   Stock    $1,000 

2.  New    Common    Stock     350 

3.  January  1,  1912,  coupon   in  cash    25 


For  each  share  of  $100  par  value,  of  Preferred  Stock,  and  pay- 
ment of  20  per  cent,  assessment,  i.  c,  $20  in  cash: 

1.  New    Preferred    Stock    $20 

2.  New   Common   Stock    90 


For  each  share  of  $100  par  value  of  Common  Stock,  and  pay- 
ment of  10  per  cent,  assessment,  i.  e.,  $10  in  cash: 

1.  New    Preferred    Stock    $10 

2.  New    Common    Stock    35 


VI. 

Participation  in  the  Plan  and  Agreement  of  Reorganization  by  holders 

of  bonds  or  preferred  or  common  stock  of  the Company 

will  be  dependent  on  the  deposit  of  such  bonds  and  the  certificates  for 

such   stock  in  negotiable   form  with  the    Trust   Company 

of  New  York,  as  Depositary,  at  No Wall  Street,  New  York  City. 

Bonds  must  be  deposited  with  the  coupons  matured  January  1,  1912, 
and  all  subsequent  coupons  attached.  All  deposits  must  be  made  on 
the  terms  of  the  Plan  and  Agreement  of  Reorganization,  prior  to  May 
1,  1912,  after  which  date  no  deposits  will  be  received  except  in  the 
discretion  of  the  Reorganization  Committee.  Depositors  will  be  entitled 
only  to  such  rights  as  are  conferred  by  said  Plan  and  Agreement  of 
Reorganizatioi.  The  Plan  and  Agreement  of  Reorganization  is  limited 
exclusively  to  the  parties  thereto,  and  no  trust  or  obligation  in  favor 
of  any  others  whomsoever  is  intended  to  be  created  thereby  or  to  be 
implied  therefrom. 

,  Chairman, 


Reorganization  Committee. 

> 

Counsel  to  Reorganization  Committee. 

,    Secretary. 

Trust  Company  of  New  York, 

Depositary. 


1862     CORPORATION  FORMS  AND  PRECEDENTS. 

Address   of   Committee   and   Depositary,   No Wall   Street,   New 

rork  City,  where  all  communications  should  be  addressed. 
New  York,  March  18,  1912. 
See  Form  2068,  supra,  and  notes  thereunder. 
See  form  next  following  for  agreement  for  reorganization. 

Form  2076. 
AGREEMENT  FOR  REORGANIZATION. 

An   Agreement    dated    this    eighteenth    day    of   March,    1912,   between 

,    1   J   ' ' ' 

and  ,  who  are  hereby  constituted  a  Reorganization  Com- 
mittee (hereinafter  called  the  * ' feeorganization  Committee"),  parties 
of  the  first  part, 

All  such  Holders  of  First  Mortgage  Five  Per  Cent.  Bonds,  Preferred 

Stock  and  Common  Stock  of  the    Company  as  shall  become 

parties  to  this  agreement  in  the  manner  hereinafter  provided  (all  of 
whom  are  herein  called  "Depositors"),  parties  of  the  second  part,  and 

Trust   Company    of    New    York    as    Depositary    (hereinafter 

called  the  "Depositary"),  party  of  the  third  part: 

Whereas  the    Company,  a   corporation   organized  under 

the  laws  of  the  State  of  New  Jersey,  has  now  outstanding  $11,148,000 
par  value  of  its  First  Mortgage  Five  Per  Cent.  Bonds,  $16,050,000  par 
value  of  its  Seven  Per  Cent.  Cumulative  Preferred  Stock  and  $19,820,000 
par  value  of  its  Common  Stock,  and  said  Company  has  made  default 
in  the  payment  of  the  interest  due  January  1,  1912,  on  said  bonds  and 
has  not  adequate  working  capital  to  enable  it  efficiently  to  carry  on 
its  business;  and 

Whereas,   , ,   ,   j   >  ^^^ 

J  were  constituted  a  Committee  under  a  certain  Bond- 
holders  Agreement   dated   December   8,   1911,  and   certain   of   said  First 

Mortgage   Five    Per   Cent.   Bonds    of   the    Company    were 

deposited  with  the  Trust  Company  of  New  York  as  De- 
positary under  said  Bondholders  Agreement  and  said  Bondholders  Com- 
mittee has  approved  the  Plan  hereto  prefixed  together  with  this  Agree- 
ment as  a  Plan  and  Agreement  for  the  Reorganization  of  said 

Company: 

Now,  therefore,  this  agreement  witnesseth  that  the  parties  hereto, 
for  and  in  consideration  of  the  premises  and  of  the  promises  herein 
contained  and  for  the  purpose  of  carrying  out  the  foregoing  Plan  of 
Reorganization,  or  any  modification  or  amendment  thereof  which  may 
be  made  or  approved  as  hereinafter  provided,  hereby  severally  agree  as 
follows: 

First.  A  printed  copy  of  this  Agreement,  signed  by  a  majority  of 
the   members   of   said   Reorganization   Committee,   shall   be   lodged    with 

the Trust  Company  of  New  York,  which  is  hereby  appointed 

the  Depositary  hereunder.  The  said  Plan  is  hereby  made  a  part  of  this 
Agreement  with  the  same  effect  as  though  every  provision  thereof  had 
been  embodied  herein,  and  the  Plan  and  this  Agreement  shall  be  read 
as  parts  of  one  and  the  same  instrument;  but  no  estimate,  statement, 
explanation,  or  suggestion  contained  in  the  Plan  or  in  this  Agreement, 


REORGANIZATION  OF  CORPORATIONS.        1863 

or  in  any  tirtular  put  forth  by  aJvertisemeni,  or  otherwise  issued  or 
published,  or  which  may  hereafter  be  issued  or  published,  is  intended 
or  is  to  be  taken  or  accepted  as  a  representation  or  warranty,  or  as  a 
condition  upon  which  any  <leposit,  subscription,  assent  or  payment  under 
the  Plan  and  Agreement  is  made  or  given;  and  no  defect  or  error  therein 
shall  release  any  deposit  under  the  Plan  and  Agreement  or  afifect  any 
assent  to  the  Plan  and  Agreement,  or  payment  ma<le,  or  anything  done 
thereunder  or  in  connection  therewith. 

Participation  in  the  Plan  and  Agreement  in  any  respect  whatsoever 
by  holders  of  the  First  Mortgage  Five  Per  Cent,  bonds  or  preferred  stock 

or  common  stock  of  the   Company  is  dependent  upon  the 

deposit  of  such  bonds  and  the  certificates  for  such  stocks  with  the  De- 
positary prior  to  May  1,  1912;  but,  in  its  discretion,  either  generally 
or  in  special  instances,  and  on  such  terms  and  conditions  as  it  may 
see  fit,  the  Reorganization  Committee  may  extend  or  renew  the  period 
or  periods  within  which  such  bonds  and  stocks,  or  any  of  them,  may 
be  deposited.  The  term  "securities"  whenever  used  herein  shall  be 
deemed  to  indicate  and  include  such  preferred  and  common  stocks  as 
well  as  such  bonds. 

Holders  of  securities  not  so  depositeil  prior  to  May  1,  1912,  or  within 
such  extended  or  renewed  period  or  periods  as  shall  be  fijced  and  allowed 
by  the  Reorganization  Committee  for  such  deposit  wall  not  be  entitled 
to  deposit  the  same  or  to  become  parties  to  the  Plan  and  Agreement 
or  to  share  in  the  benefits  thereof  and  shall  acquire  no  rights  hereunder, 
except  upon  obtaining  the  express  consent  of  the  Reorganization  Com- 
mittee, which,  in  its  discretion  and  upon  such  terms  and  conditions 
as  it  may  see  fit,  may  withhold  or  may  give  such  consent.  All  bonds 
must  be  deposited  in  negotiable  form,  and  all  certificates  for  stock 
must  be  deposited  with  such  irrevocable  assignments  and  powers  of 
attorney  as  may  be  required  by  the  Reorganization  Committee  in  order 
to  enable  it  to  transfer  to  itself  or  to  its  nominee  or  nominees  the 
complete  and  absolute  title  to  the  stocks  represented  by  such  certifi- 
cates; and  all  Depositors  respectively  agree  at  any  time  upon  demand 
of  the  Reorganization  Committee  or  of  the  Depositary  to  execute  any 
and  all  transfers,  assignments  or  writings  required  for  vesting  the  com- 
plete ownership  of  the  bonds  and'  stocks  deposited  hereunder  in  the 
Reorganization  Committee  or  its  nominee  or  nominees. 

All  Depositors  shall  be  entitled  fo  receive  certificates  of  deposit  ex- 
ecuted by  the  Depositary  in  such  form  as  shall  be  prescribed  or  approved 
by  the  Reorganization  Committee,  specifying  the  respective  bonds  and 
stocks  deposited  hereunder.  The  holders  of  such  certificates  of  deposit 
shall  be  entitled  to  the  rights  and  benefits,  and  only  to  the  rights  and 
benefits,  specified  in  the  Plan  and  Agreement  as  accruing  to  the  De- 
positors of  securities  of  the  class  represented  by  such  certificates  of 
deposit  respectively,  or  granted  by  the  Reorganization  Committee  pur- 
suant to  the  powers  conferred  upon  it;  and  the  holder  of  any  such  cer- 
tificate of  deposit,  or  of  any  certificate  issued  in  lieu  thereof  or  in 
exchange  therefor,  shall  be  deemed  a  party  to  the  Plan  and  Agreement, 
and  shall  be  entitled  to  the  rights,  and  only  to  the  rights,  of  the  original 
Depositor  under  the  certificate  issued  to  him  in  respect  of  the  securities 
therein  mentioned.     Such  certificates  of  deposit  and  the  interests  rep- 


1864    CORPORATION  FORMS  AND  PRECEDENTS. 

resented  thereby  shall  be  transferable  in  the  manner  therein  expressed, 
but  only  subject  to  the  terms  and  conditions  of  the  Plan  and  Agree- 
ment; and  upon  such  transfer  all  rights  of  the  Depositor  in  respect  of  the 
deposited  securities  represented  by  such  certificates,  together  with  all 
instalments  of  the  assessments  on  deposited  stock  paid  by  the  Depositor 
thereof  or  his  transferee,  and  all  rights  under  the  certificate  of  deposit 
transferred,  shall  pass  to  the  transferee,  and  the  transferee  and  holder 
of  such  certificate  of  deposit  shall,  for  all  purposes,  be  substituted  in 
place  of  the  prior  holders  subject  to  this  Agreement.  The  Eeorganiza- 
tion  Committee  and  the  Depositary  may  treat  each  certificate  of  deposit 
as  a  negotiable  instrument,  and  may  treat  any  holder  thereof  as  the 
absolute  owner  thereof -and  of  all  the  rights  of  the  original  Depositor 
of  the  securities  in  respect  of  which  the  certificate  was  issued,  and 
neither  the  Reorganization  Committee  nor  the  Depositary  shall  be 
affected  by  any  notice  to  the  contrary.  By  accepting  any  such  certifi- 
cate of  deposit  every  recipient  or  holder  thereof  shall  become  thereby 
a  party  to  the  Plan  and  Agreement  with  the  same  force  and  effect  as 
though  an  actual  subscriber  thereto.  The  term  "Depositors"  when 
herein  used  is  intended  and  shall  be  construed  to  mean  the  holders  for 
the  time  being  of  certificates  of  deposit,  whether  they  be  original 
holders  or  their  transferees,  and  as  including  not  only  persons  acting 
in  their  own  behalf  but  also  guardians,  trustees,  attorneys,  agents  and 
all  other  persons  acting  in  a  fiduciary  capacity. 

Depositors  of  preferred  stock  must  pay  to  the  Depositary  an  assess- 
ment of  $20  in  respect  of  each  share  of  such  preferred  stock  deposited, 
and  depositors  of  common  stock  must  pay  to  the  Depositary  an  assess- 
ment of  $10  in  respect  of  each  share  of  common  stock  deposited.  Ten 
per  cent,  of  the  respective  assessments  must  be  paid  at  the  time  of 
deposit  of  the  certificates  for  the  stocks  and  the  balance  in  such  instal- 
ments and  on  such  date  or  dates,  not  earlier  than  October  1,  1912,  as 
shall  be  fixed  by  the  Reorganization  Committee,  by  advertisement,  as 
provided  in  Article  Ninth  hereof,  of  a  notice  or  notices  calling  for  the 
payment  of  such  instalments,  the  first  advertisement  of  the  notice  of 
any  call  to  be  at  least  thirty  days  before  the  date  when  the  instalment 
therein  called  for  shall  be  payable.  Such  payments  must  be  receipted 
for  by  the  Depositary,  by  stamping  or  otherwise,  on  the  respective  cer- 
tificates of  deposit  issued  for  deposited  stock.  All  sums  so  paid  to 
the  Depositary  may  be  used  at  any  time  by  the  Reorganization  Com- 
mittee for  any  of  the  purposes  of  the  Plan  and  Agreement. 

The  Depositors  of  stock  agree  that  prompt  payment  of  the  several 
instalments  of  cash  payable  in  respect  of  the  assessments  on  such  stock 
is  an  essential  condition  to  their  rights  under  the  Plan  and  Agreement, 
and  that  any  Depositor  who  shall  fail  to  make  prompt  payment  of  any 
instalment  in  respect  of  the  assessment  on  his  stock  on  or  before  such 
date  as  shall  be  fixed  by  the  Reorganization  Committee  by  such  adver- 
tisement shall  forthwith  and  without  further  or  other  notice  or  action 
cease  to  have  any  rights  or  to  be  entitled  to  any  benefits  under  the 
Plan  and  Agreement,  and  in  every  such  case  the  deposited  preferred 
stock  or  common  stock  of  such  Depositor  may  be  retained  and  used  by 
the  Reorganization  Committee  for  the  purpose  of  carrying  out  the 
Plan  and  Agreement,  and  unless  so  used  or  otherwise  disposed  of  the 


REORGANIZATION  OF  CORPORATIONS.         1865 

ownership  thereof  may  be  transferred  to  the  new  company  when  organ- 
ized and  any  sum  or  sums  theretofore  paid  by  the  Depositors  in  respect 
of  such  assessment  shall  be  forfeited  and  shall  belong  to  the  Reorganiza- 
tion Committee  to  be  held  or  applied  for  any  purposes  of  the  Plan  and 
Agreement.  No  defaulting  Depositor  shall  be  entitled  to  the  return 
of  any  deposited  stock  or  to  the  repayment  of  any  sums  theretofore 
paid  in  respect  of  the  assessment  thereon  or  to  have  any  further  inter- 
est or  rights  in  respect  thereof;  but  the  Reorganization  Committee,  in 
its  discretion,  may  waive  any  such  default  and  may  accept  payment 
of  overdue  instalments  from  any  Depositor  -at  any  time  before  final 
settlement  of  accounts  with  the  Underwriting  Syndicate,  and  it  may 
waive  or  remit  any  penalty  imposed  in  respect  of  any  default. 

In  its  discretion  and  upon  such  terms  as  it  may  deem  proper  the  Re- 
organization Committee  at  any  time  may  accept  the  surrender  of  any 
certificate  of  deposit  issued  hereunder  and  upon  cancellation  of  such 
certificate  may  release  and  discharge  from  the  Plan  and  Agreement 
and  deliver  in  exchange  for  such  surrendered  certificate  the  deposited 
securities  in  respect  of  which  such  certificate  was  issued.  In  case  of 
any  such  release  of  deposited  securities  the  Reorganization  Committee 
in  its  discretion  thereafter  may  again  receive  the  deposit  of  such  secur- 
ities on  the  terms  and  subject  to  the  provisions  of  the  Plan  and  Agree- 
ment. 

Second.  The  Reorganization  Committee  shall  be  the  sole  and  final 
judge  as  to  when  and  whether  sufficient  assents  and  deposits  have 
been  received,  and  whether  other  conditions  warrant  it  in  declaring 
the  Plan  operative  and  in  attempting  to  carry  the  same  or  any  part 
thereof  into  effect;  and  it  shall  have  power  in  its  discretion  at  any 
time  (notwithstanding  anything  that  may  have  been  done  and  not- 
withstanding any  sale  under  foreclosure,  or  otherwise,  of  the  assets  of 
the Company),  to  alter,  modifj',  depart  from,  or  to  aban- 
don the  Plan,  or  anj'  part  thereof.  At  any  time  or  times  after  partial 
abandonment  or  after  any  modification,  it  may  restore  to  the  Plan  any 
abandoned  part  or  parts  thereof  or  discard  any  such  modification,  and 
it  may  seek  to  carry  the  Plan  into  effect  as  fully  as  if  such  part  or 
parts  had  not  been  abandoned  or  such  modification  made,  and  from  time 
to  time,  it  may  further  alter,  modify  or  abandon  the  Plan  in  whole 
or  in  part.  In  ease  of  competitive  bidding  at  foreclosure  or  other 
sale  of  the  assets  of  the  Company,  it  shall  in  its  dis- 
cretion determine  the  maximum  amount  to  be  bid  by  it  for  any  part 
or  the  whole  thereof.  It  may  also  attempt  to  carry  the  Plan  into  effect 
rather  than  to  abandon  or  modify  the  same,  even  though  it  be  manifest 
that  if  carried  out  the  Plan  must  depart  from  the  original  plan  or 
some  part  thereof.  Any  change  or  modification  when  made  by  the 
Reorganization  Committee  shall  thereupon  become  and  be  part  of  the 
Plan  and  Agreement,  but  in  case  of  any  intentional  change  or  modTfica- 
tion  of  the  Plan,  a  statement  of  such  change  or  modification  shall  be 
filed  with  the  Depositary.  In  case  of  any  such  intentional  change  or 
modification  which,  in  the  judgment  of  the  Reorganization  Committee, 
would  alter  in  substantial  respects  the  relative  interests  of  the  deposit- 
ing security  holders,  or  in  case  of  any  other  change  or  modification 
which  the  Committee  in  its  discretion  shall  desire  to  submit  to  the  Do- 


1866     COKPORATION  FORMS  AND  PRECEDENTS. 

positors  for  approval,  a  statement  of  such  change  or  modification  shall 
be  filed  with  the  Depositary  and  notice  of  the  fact  of  such  filing  shall 
be  given  as  hereinafter  provided  in  Article  Ninth.  Within  ten  days 
after  final  publication  of  such  notice,  any  holders  of  outstanding  cer- 
tificates of  deposit  issued  in  respect  of  the  particular  class  or  classes 
of  securities  affected  by  the  change  or  modification  mentioned  in  such 
published  notice  may  surrender  their  respective  certificates  of  deposit 
to  the  Depositary  and  may  withdraw  the  deposited  securities  in  respect 
of  which  such  surrendered  certificates  were  issued  or  the  substitutes 
for  or  proceeds  of  such  securities  then  under  the  control  of  the  Re- 
organization Committee,  and  shall  be  entitled  to  the  return  of  any 
assessments  paid  by  them  in  respect  of  certificates  for  stock  so  with- 
drawn; provided,  however,  that  in  every  case  of  such  withdrawal  the 
certificate  holder  shall  pay  to  the  Depositary,  to  the  credit  of  the 
Reorganization  Committee,  a  sum  equal  to  his  ratable  share  of  the  com- 
pensation, disbursements,  expenses  and  liabilities  of  the  Reorganization 
subscribers  in  repayment  of  sums  theretofore  paid  or  advanced  by 
them  under  any  syndicate  agreement.  Every  holder  of  a  certificate  of 
deposit  so  withdrawing  shall  thereupon,  without  any  further  act,  be 
released  from  the  Plan  and  Agreement  and  shall  cease  to  have  any 
rights  thereunder,  and  the  securities  represented  by  such  certificate 
of  deposit  shall  be  released  therefrom,  and  the  exercise  of  such  right 
of  withdrawal  shall  release  and  discharge  the  Reorganization  Committee 
and  the  Depositary  from  all  liability  of  every  character  to  every  such 
withdrawing  holder  of  a  certificate  of  deposit.  Every  Depositor  not  so 
withdrawing  within  such  ten  days  after  final  publication  of  such  notice 
shall  be  deemed  to  have  assented  to  the  proposed  change  or  modifica- 
tion and,  whether  or  not  otherwise  objecting,  shall  be  bound  thereby  as 
fully-and  effectively  as  if  he  had  actually  assented  thereto.  Any  changes 
or  modifications  made  by  the  Reorganization  Committee  as  herein  pro- 
vided shall  become  part  of  the  Plan  and  Agreement,  and  all  provisions 
hereof  concerning  the  Plan  or  all  reference  thereto  shall  thereafter  apply 
to  the  Plan  as  so  changed  and  modified. 

In  case  the  Reorganization  Committee  shall  wholly  abandon  the 
original  plan  and  every  modified  or  substituted  plan,  the  securities 
deposited  hereunder  or  their  proceeds  and  any  securities  received  in 
respect  thereof  and  other  avails  thereof  then  remaining  under  the 
control  of  the  Reorganization  Committee  shall  be  delivered  or  trans- 
ferred to  the  several  Depositors  in  amounts  representing  their  respec- 
tive interests  hereunder,  upon  surrender  of  their  respective  certificates, 
and  upon  payment  of  their  respective  shares  of  all  compensation,  dis- 
bursements, expenses  and  liabilities  of  the  Reorganization  Committee. 
In  every  case  of  withdrawal  or  release  of  securities  from  the  Plan  and 
Agreement  under  this  article,  or  of  final  abandonment  of  the  entire 
plan;  the  Reorganization  Committee  shall  aj)portion  to  the  deposited 
securities  of  each  class  the  share  of  such  compensation,  disbursements, 
liabilities  and  expenses,  which,  in  the  opinion  of  the  Reorganization 
Committee,  is  fairly  chargeable  to  the  securities  of  that  class,  and  any 
such  apportionment  made  by  the  Reorganization  Committee  shall  be 
binding  upon  all  Depositors  and  shall  be  a  charge  upon  the  deposited 
securities  and  the  avails  thereof.     In  any  such  case,  any  moneys  paid 


I 


REORGANIZATION  OF  CORPORATIONS.        1867 

by  Depositors  of  stock  of  either  class  pursuant  to  the  provisions  of  the 
Plan  and  Agreement,  or  any  property  acquired  therewith,  or  the  pro- 
ceeils  thereof  when  received,  remaining  after  deducting  therefrom  the 
Bharc  of  compensation,  disbursements,  liabilities  and  expenses  incurred 
by  the  Keorganization  Committee  apportioned  to  Depositors  of  stock 
of  that  class  and  not  already  reimbursed,  shall  be  returned  to  such 
Depositors,  upon  surrender  of  their  respective  certificates  of  deposit, 
pro  rata  according  to  the,  payments  represented  by  such  certificates 
respectively.  The  Reorganization  Committee,  however,  shall  not  be 
held  responsible  for  loss  of  any  money  disbursed  or  expended  by  it  for 
the  purposes  of  the  Plan  and  Agreement,  nor  for  any  depreciation  in 
value  of  any  property  or  securities,  and  the  Depositors  shall  have  no 
claim  to  the  repayment  of  any  such  moneys,  except  to  the  extent  of 
their  ratable  shares  of  such  moneys  or  the  avails  thereof  at  the  time 
remaining  in  the  hands  or  under  the  control  of  the  Reorganization 
Committee  after  the  payment  of  such  compensation,  disbursements, 
liabilities,  and  expenses.  The  pecuniary  liability  of  the.  Depositors  shall 
in  any  event  be  confined  to  the  assessments  provided  in  the  Plan  and 
to  a  charge  upon  the  deposited  securities,  and  no  liability  in  excess 
thereof  shall  be  assessed  against  the  Depositors. 

Third.  The  Depositors  hereby  irrevocably  request  the  Reorganiza- 
tion Committee  to  endeavor  to  carry  the  Plan  iijto  practical  operation  in 
its  entirety,  or  with  changes  therein  as  hereinbefore  provided,  or  to  such 
an  extent  and  in  such  manner  and  with  such  conditions,  exceptions  and 
modifications  as  the  Reorganization  Committee  shall  deem  to  be  for  the 
best  interests  of  the  Depositors,  and  the  Depositors  hereby  agree  that 
the  Reorganization  Committee  shall  be,  and  it  is  hereby,  vested  with 
all  the  rights,  powers  and  authority  necessary  or  proper  to  enable  it  to 
carry  out  the  Plan  and  Agreement  in  its  entirety,  or  in  part,  or  to  such 
extent,  in  such  manner  and  with  such  additions,  exceptions  and  modi- 
fications as  the  Reorganization  Committee  shall  deem  to  be  for  the 
best  interests  of  the  Depositors.  This  Agreement  is  to  be  liberally  con- 
strued to  enable  the  Reorganization  Committee  to  carry  into  effect 
the  Plan,  whether  in  the  form  hereto  attached  or  as  changed  or  modified 
pursuant  to  the  provisions  hereof.  The  Reorganization  Committee  may 
construe  the  Plan  and  Agreement  and  its  construction  thereof  or  action 
thereunder  in  good  faith,  acting  under  advice  of  counsel,  shall  be  final 
and  conclusive.  It  may  supply  any  defect  or  omission  or  reconcile  any 
inconsistency  or  remove  any  ambiguity  in  such  manner  and  to  such 
extent  as  it  maj-^  deem  necessary  or  expedient  to  carry  out  the  Plan  and 
Agj;eement  properly  and  effectively,  and  it  shall  be  the  sole  judge  of 
"such  necessity  or  expediency.  Every  Depositor  of  securities,  for  him- 
self and  not  for  any  other,  in  consideration  of  the  benefits  to  be 
received  under  the  Plan  and  Agreement,  does  hereby  sell,  assign  an<l 
transfer  to  the  Reorganization  Committee,  its  successors,  assigns  or 
nominees,  each  and  every  bond  and  certificate  for  stock  deposited  here- 
under, and  every  such  Depositor  hereby  agrees  that  the  Reorganization 
Committee  shall  be  vested  with  full  and  complete  title  to  the  securities 
deposited  hereunder,  including  the  right  to  transfer  the  same  into  its 
own  name  or  into  the  name  of  any  corporation,  person,  or  persons  it 
may   select,   and,   in    its   discretion,   to   use   every   deposited   security   as 


1868    CORPORATION  FORMS  AND  PRECEDENTS. 

fully  aud  to  the  same  extent  as  the  absolute  owner  or  holder  thereof 
might  or  could  do.  Without  limiting  the  foregoing  general  provisions, 
every  Depositor  of  stock,  for  himself  and  not  for  any  other,  hereby 
authorizes  and  empowers  the  Eeorganization  Committee,  if  in  its  dis- 
cretion it  shall  elect  so  to  do,  to  cause  any  deposited  stock  to  be  trans- 
ferred into  the  names  of  the  Eeorganization  Committee  or  its  nominee 
or  nominees,  or  the  certificates  of  stock  and  accompanying  assignments 
in  blank  to  be  delivered  by  the  Depositary  to  any  person  or  corporation 
so  as  to  A'est  such  person  or  corporation  with  full  title  to  said  stock. 
Any  person  or  persons  or  corporation  to  whom  the  deposited  stock 
shall  be  transferred  shall  be  fully  authorized  and  empowered  to  call  and 
attend  any  meeting  of  stockholders,  however  convened,  and  to  vote 
the  deposited  stock  at  any  such  meeting  and  to  give  or  execute  any 
consent  in  respect  of  such  stock,  as  fully  and  to  the  same  extent  as  an 
owner  thereof.  The  Eeorganization  Committee  and  the  Depositary  are 
hereby  severally  nominated,  constituted  and  appointed  the  proxy  or 
attorney    of   the    depositing    stockholders    at    any    and    all    meetings    of 

stockholders   of   the    Company   called   or   held   while   the 

stock  is  deposited  hereunder  with  full  power  and  authority  to  do  any 
act,  vote  upon  any  question,  or  give  any  consent  as  the  stockholders 
might  do,  vote  or  consent  if  personally  present,  with  power  of  substitu- 
tion and  revocation. 

Fourth.  The  Eeorganization  Committee  may  make  sucli  expenditures 
and  incur  such  indebtedness,  obligations  and  liabilities  as,  in  its  discretion, 
it  may  deem  judicious  and  proper  in  order  to  carry  out  the  purposes  of  this 
agreement,  and  it,  its  successors  or  assigns,  and  said  Depositary,  shall  have 
and  hereby  are  given  a  lien  and  charge  vipon  the  deposited  securities  and 
their  avails  for  any  such  expenditures,  indebtedness,  obligations  or  liabili- 
ties. The  Eeorganization  Committee  is  authorized  to  enter  into  any  agree- 
ment deemed  by  it  in  its  discretion  likely  to  promote  the  consummation  of 
the  Plan  and  Agreement  of  Eeorganization;  to  expend  or  loan  money  in 
its  discretion  for  any  of  the  purposes  of  the  Plan  and  Agreement;  to  insti- 
tute or  to  become  a  party  to  any  legal  proceedings;  to  compromise  any 
litigation  now  or  at  any  time  existing  or  threatened,  in  whole  or  in  part; 
to  acquire,  compromise,  settle  or  pay  any  claims  or  demands  against  the 
Company  that  the  Eeorganization  Committee  in  its  discretion  may  deem 
it  for  the  best  interests  of  the  reorganization  to  purchase,  pay,  compromise 
or  settle,-  to  consent  to  the  issue  of  receiver's  certificates;  to  purchase  any 
certificates  issued  by  a  receiver  or  receivers  of  the  Company's  property  or 
any  claims  or  demands  against  such  receiver  or  receivers;  to  borrow  money, 
and  to  pledge  any  deposited  securities,  property  purchased  or  new  securities 
to  be  issued  for  the  payment  of  any  moneys  borrowed  with  interest ;  to 
give  all  agreements  or  bonds  of  indemnity  or  other  bonds,  and  as  security 
to  charge  the  securities  deposited,  property  purchased,  or  new  securities 
to  be  issued  hereunder  or  any  part  thereof;  to  acquire,  upon  such  terms 
and  conditions  and  at  such  prices  as  it  may  see  fit,  any  property  deemed 
by  it  expedient  for  the  purposes  or  requirements  of  the  Plan  or  of  the  new 
company;  to  declare  due  the  principal  of  the  deposited  bonds  or  any  of 
them,  and  to  revoke  any  such  declaration;  to  institute  and  prosecute  pro- 
ceedings for  the  foreclosure  of  the  mortgage  securing  the  deposited  bonds, 
and  to  enforce  the  deposited  bonds  or  any  othei  indebtedness  of  the  Com- 


REORGANIZATION  OF  CORP(JUATI().\S  1^'^^ 

pany  acquired  or  held  by  the  rommiMee;  to  insliliite  or  Ijocouk-  a  part' 
to  any  proceedings  in  bankruptcy  a|,'ainst  the  Company;  to  do  whatever  in 
its  judgment  may  be  expedient  to  procure  the  sale  as  an  entirety,  or  i  i 
separate  sales,  of  any  property  of  tlie  Company  and,  upon  such  terms  and 
for  such  consideration  as  it  may  deem  fit,  to  sell  and  dispose  of  any  prop 
erty  accpiired  by  the  Committee  or  in  its  behalf  which  it  may  deem  unnec-s 
sary  for  the  purposes  of  the  new  company;  to  bid  or  to  cause  anv  ont* 
else  te  bid  at  any  sale,  either  public  or  private,  whether  in  separate  lot" 
or  as  a  whole,  of  any  property  whatever,  owned  or  controlled  by  the  Com- 
pany or  otherwise;  to  adjourn  or  consent  to  the  adjournment  of  any  sal- 
or  sales  or  any  part  thereof,  and  at,  before  or  after  any  sale  or  i)urcliase 
to  arrange  and  agree  for  the  resale  of  any  portion  of  the  property  which 
it  may  decide  to  sell  rather  than  to  retain;  to  make  any  oiler,  or  to  causo 
or  permit  any  one  else  to  ofTer,  to  purchase  all  or  any  portion  of  tli" 
property  of  the  Company  or  any  other  property,  and,  as  part  of  any  such 
offer  or  otherwise,  to  offer  to  pay  and  to  pay,  or  to  cause  or  permit  to  be 
offered  or  paid,  any  amounts  in  cash  or  otherwise  to  any  creditors  or 
security  holders  or  other  pcr.son  or  persons;  and  to  apply  any  seeuritic'* 
held  by  it  hereunder  in  satisfaction  of  any  bid  or  pursuant  to  any  otfer 
or  contract,  whether  made  by  it  or  any  other  person  or  corporation 
approved  by  it,  or  towards  obtaining  funds  for  the  satisfaetinn  or 
performance  thereof.  The  amount  to  be  paid  or  offered  or  bid  by  tlic 
Reorganization  Committee,  or  which  it  may  cause  to  be  paid  or  offered 
or  bid,  for  any  property  shall  be  discretionary  with  it,  and  in  case  of  a 
sale  to  others  of  any  property,  it  may  receive  out  of  the  proceeds  of  such 
sale  or  otherwise  any  dividend  in  any  form  accruing  on  any  securities 
subject  hereto.  It  may  also  borrow  such  sums  of  money  on  sueli  teims 
and  subject  to  such  conditions  as  in  its  discretion  it  may  deem  wise  or 
necessary  to  protect  the  interests  of  the  Depositors,  and  in  order  to  secure 
the  payment  of  such  suras  as  may  be  so  borrowed,  it  may  pledge  and  hypothe 
cate  or  create  any  other  lien  or  charge  upon  any  or  all  of  the  deposited 
securities,  property  purchased  or  the  new  stocks  to  be  created  as  conten- 
plated  by  the  Plan  and  any  moneys  paid  or  to  be  paid  by  the  Depositoi«. 

Fifth.  The  Reorganization  Committee  shall  have  the  sole  control,  dis- 
cretion and  management  in  carrying  out  or  acting  under  the  phm  ami 
Agreement.  It  may  organize  or  procure  to  be  organized  one  or  more 
companies,  or  it  may  adopt  or  use  any  companies  now  existing.  It  may 
make  or  cause  to  be  made  consolidations,  mergers,  sales,  pureha>;es.  leased 
or  other  arrangements  by  or  between  any  companies;  it  may  make  i  v 
cause  to  be  made  conveyances  or  transfers  of  the  property  or  securities' 
acquired  by  it  or  with  its  approval,  and  may  cause  the  new  cour|)any  to 
acquire  any  property  or  interest  therein,  either  directly  or  through  th" 
ownership  of  bonds  and  stocks  or  both  of  any  other  company.  It  may 
take  or  allow  to  be  taken  such  proceedings  as  it  may  deem  proper  for 
the  purpose  of  creating  the  new  stocks  provided  for  in  the  Plan  and  Agi-ee- 
ment  and  the  carrying  out  of  any  of  the  provisions  thereof  and  it  may 
prescribe  the  form  and  terms  of  the  stock  certificates  and  N'otimr  Trust 
Certificates  and  of  all  other  instruments  to  be  created  or  issued  under  tlic 
Plan  and  Agreement  of  Reorganization. 

The  Reorganization  Committee  shall  have  power  to  make  etiuitable  pro- 
vision for  any  case  of  lost  or  destroyed  bonds,  certificates  of  stock  or  cer- 


1S70      CORPORATION  FORMS  AND  PRECEDENTS. 

tificates  of  deposit  and  to  provide  for  and  make  such  issues  of  conv(>rtil)lc 
certificates  as  it  shall  deem  expedient  to  properly  represent  any  fractional 
interest  in  the  new  stocks,  and  it  may  in  its  discretion  settle  for  and  adjust 
any  such  fractional  interest  in  cash.  It  may  issue  or  authorize  the  issue 
of  temporary  or  interim  certificates  to  represent  new  stock  or  Voting  Trust 
Certificates  therefor.  It  may  execute  an  Underwriting  Agreement  (to  be 
lodged  with  the  Depositary) ,  with  and  ,  Syndi- 
cate Managers,  on  behalf  of  a  syndicate  underwriting  the  assessments  pay- 
able by  the  stockholders  of  the   Company,  and  it  may  enter 

into  any  other  agreement  with  any  syndicate  or  otherwise  which  it  may 
deem  advisable  to  insure  the  carrying  out  of  the  Plan  and  Agreement  or 
any  portion  thereof,  including  any  agi-eement  or  arrangement  for  the  sale 
of  the  new  stock  to  be  issued  pursuant  to  the  Plan  and  Agreement,  and 
any  agreement  or  arrangement  for  the  purpose  of  obtaining  money  to  pay 
off  any  of  the  holders  of  bonds  who  shall  not  become  parties  to  the  Plan 
and  Agreement;  and  it  may  provide  for  the  payment  to  any  such  syndicate 
of  compensation  in  cash  or  Voting  Trust  Certificates  for  new  stock.  Any 
of  the  members  of  the  Reorganization  Committee  may  act  as  members  or 
managers  of  any  such  syndicate  or  syndicates.  The  terms  of  any  agreement 
with  any  such  syndicate  shall  be  fixed  by  the  Reorganization  Committee, 
and  as  so  fixed  shall  be  binding  and  conclusive  upon  the  Depositors.  Any 
members  of  the  Reorganization  Committee  may  be  Syndicate  Managers 
and  as  such  become  entitled  to  receive  compensation  from  the  Syndicate 
for  their  services.  The  Committee  also  may  enter  into  agreements  with  ^ 
other  committees  representing  holders  of  bonds  or  stocks  of  the  Company 
to  secure  the  deposit  of  such  bonds  or  stocks  under  the  Plan  and  Agreement 
and  to  obtain  the  co-operation  of  such  committees,  and  may  agree  to  pay 
the  reasonable  compensation  and  expenses  of  such  committees.  The  Re- 
organization Committee  may  employ  counsel,  depositaries,  agents  and  all 
necessary  assistants  and  may  incur  and  discharge  any  and  all  expenses 
which  it  may  deem  proper  for  the  purposes  of  the  Plan  or  for  carrying 
out  or  attempting  to  carry  out  the  same  including  all  expenses  in  connec- 
tion with  the  preparation  of  the  Plan  and  Agreement,  and  the  issue  of  cer- 
tificates, the  deposit,  issue  and  transfer  of  securities,  all  transfer  taxes  and 
other  taxes,  all  legal  expenses  and  all  expenses  for  advertising  and  printing, 
expenses  of  or  incident  to  any  receivership  of  the  Company  or  the  appoint- 
ment of  trustees,  expenses  under  other  deposit  agreements,  expenses  of  the 
Depositary,  and  all  other  expenses  in  any  manner  connected  with  the  Plan 
and  Agreement  or  which  it  may  deem  it  expedient  to  incur  or  to  pay  in 
•undertaking  to  carry  out  the  Plan  or  to  promote  any  of  the  purjioses 
thereof.  The  Committee  shall  be  the  sole  judge  of  the  propriety  or  ex- 
pediency of  any  and  all  expenses  incurred  by  it  and  of  the  amount  thereof. 
All  moneys  at  any  time  held  under  the  Plan  and  Agreement  shall  be  sub- 
ject to  the  order  of  the  Reorganization  Committee,  which  shall  apply  the 
same  or  cause  or  permit  the  same  to  be  applied  for  any  of  the  i)urposes 
of  the  Plan  as  from  time  to  time  may  be  determined  by  it. 

The  Reorganization  Committee  may  cause  to  be  formed  the  Voting  Trust 
contemplated  by  the  Plan  under  a  Voting  Trust  Agreement  containing 
such  terms  and  provisions  as  the  Comniittee  shall  prescribe,  and  may 
appoint  the  Trustees  under  such  Voting  Trust  Agreement,  with  power  to 
fill  vacancies,  and  may  cause  the  stock  of  the  new  company   (except  such 


REORGANIZATION  OF  CORPORATIONS.         isTl 

iimiil)iT  of  .sliiiri'S  as  may  be  nopcssary  to  qualify  directors)  to  l»c  trans 
ferred  to  such  Trustees,  to  be  held  upon  the  terms  of  such  \otint;  Trust 
Agreement,  and  may  cause  Voting  Trust  Certificates  of  such  form  and 
tenor  as  the  Committee  may  i)rescribe  to  be  issued  in  exchange  for  sncli 
stock.  For  all  purposes  of  the  Plan  and  of  this  Agreement,  the  issue, 
transfer  and  delivery  of  Voting  Trust  Certificates  to  the  Depositors  here- 
under shall  be  deemed  to  be  a  delivery  of  stuck  certificates  for  stock  of 
the  new  companj'. 

Sixth.  The  Reorganization  Committee  undertakes  to  endeavor  to  execute 
the  Plan  and  Agreement,  but  iieitlier  the  Reorganization  Committee  nor 
any  member  thereof  nor  the  ])epositary  assumes  any  personal  responsibility 
for  the  execution  thereof  or  for  the  result  of  any  steps  taken  or  acts  dr)ne 
for  the  purposes  thereof.  The  methods  and  means  to  be  adopted  for 
carrying  out  the  Plan  and  this  Agreement  shall  be  discretionary  with  the 
Reorganization  Committee.  The  Reorganization  Committee  may  act  by 
any  sub-committee  or  agents,  and  may  delegate  any  discrctifin'as  well  a- 
authority  to  any  sub  committee  or  agent.  The  members  of  the  Reorganiza 
tion  Committee  shall  be  entitled  to  compensation  for  their  services  and  may- 
include  a  charge  therefor  in  their  accounts.  Neither  the  Reorganization 
Committee  nor  any  member  of  said  Committee,  nor  the  Depositary  shall 
be  personally  liable  for  any  act  or  omission  of  any  agent  selected  bv 
them,  nor  for  any  action  taken  or  not  taken  in  gf)od  faitii  in  the  belief 
that  any  deposited  bond  or  certificate  of  stock  or  other  instrument  or  any 
signature  is  genuine  or  effective,  nor  for  anything  done  or  not  done  under 
the  advice  of  counsel,  nor  for  any  error  of  judgment  or  mistake  of  law 
or  fact,  nor  for  anything  except  its  or  their  own  individual  wilful  mis- 
conduct. 

The  Reorganization  Committee  may  proceed  under  the  Plan  and  Agree- 
ment or  any  part  thereof  with  or  without  judicial  sale,  and  in  case  of  judi- 
cial sale,  it  may  exercise  any  power  either  before  or  after  .sale.  The 
Reorganization  Committee  may  defer  or  permit  to  be  deferred  the  per- 
formance of  any  provision  of  the  Plan  and  Agreement  or  may  commit  such 
perfortnance  to  the  new  connjany  or  such  other  person,  persons  or  corpo- 
rations as  it  shall  determine,  and  may  cause  the  new  company  to  pay  any 
indebtedness  authorized  or  incurred  by  the  Reorganization  Committee  or 
otherwise  in  furtherance  of  the  Plan  and  to  assume  any  obligation  which 
in  its  judgment  may  be  necessary  or  proper  to  carry  out  the  Plan  and 
Agreement. 

The  accounts  of  the  Reorganization  Committee  and  Depositary  are  to 
be  filed  with  the  board  of  directors  of  the  new  company  within  three  months 
after  the  reorganization  shall  have  been  completed  and  the  voting  Trust 
Certificates  distributed,  unless  a  longer  time  be  granted  by  said  board. 
The  accounts  when  approved  by  such  boards  of  directors  .shall  be  final, 
binding  and  conclusive  upon  all  parties  having  any  interest  therein,  and 
upon  such  approval  whenever  given  the  Reorganization  Committee  and 
each  member  thereof  and  the  Depositary  shall  stand  discharged  from  all 
liability  hereunder  or  with  respect  to  the  reorganization. 

The  Reorganization  Committee,  by  a  written  instrument  signed  by  a 
majority  of  its  members  for  the  time  being,  may  increase  the  membership 
of  the  Committee  to  not  more  than  nine  members,  and  any  additional 
member  or  members  bo  appointed,  together  with  those  herein   named   or 


1872     CORPORATION  FORMS  AND  PRECEDENTS. 

their  successor  or  successors  respectively,  shall  constitute  the  Roorsnnizn- 
lion  Committee,  with  like  force  and  effect  as  if  they  wore  specially  herein 
named.    The  Reorganization  Committee,  likewise,  by  a  Avritten  inslruincnt 
signed  by   a  majority  of  its  members   for   the   time   being,   mn>    fill    ;ui> 
vacancv  caused  by  the  death  or  resignation  of  any  member  of  the  Commit  tor 
or  otherwise,  but  it  shall  not  be  necessary  to  fill  any  vacancy  in  Ihc  Com- 
mittee.    The  Reorganization  Committee,  as  at  any  time  constituted,  not- 
withstanding any  vacancy,  shall  have  all  the  powers,  rights,  property  and  • 
interests   of  the   Committee    as   originally    formed.     Any   member    of   the 
Reorganization  Committee  may  resign  by  giving  notice  of  his  resigujttion 
in   writing  to   the   Chairman   of   the   Reorganization   Committee   or    1o    a 
majority  of  the  other  members.    The  Reorganization  Committee  may  settle 
any   account  or  transaction  with  any  member  or  may  give  or  receive   a 
full   release   and    discharge   with    reference    thereto.      The   Reorganization 
Committee  may  elect  one  of  its  members  as  Chairman  of  the  Conuiiittee, 
may  appoint  a  secretary  who  need  not  be  a  member  of  the  Committee, 
may  prescribe  regulations  for  its  meetings  and  the  convening  thereof.     It 
shall  keep  a  record  of  its  acts  and  proceedings.     Any  member  of  the  Com- 
mittee may  authorize  any  other  member  or,  with  the  assent  of  the  Com- 
mittee, any  other  person  approved  by  it  to  vote  and  to  act  as  proxy   of 
such  member.     The  vote  of  a  majority  of  the  members  of  the  Reorgani- 
zation Committee,  as  at  any  time  constituted,  shall  be  necessary  for  the 
passage  of  any  resolution,  and  such  vote  of  the  majority,  voting  in  person 
or  by  proxy,  shall  be  binding  upon  the  Reorganization  Committee.    It  shall 
not  be  necessary  for  the  members  of  the  Reorganization  Conuuittee  formally 
to  meet  in  order  to  take  any  action,  provided  they  agree  on  any  matter 
and  embody  such  action  in  any  form  of  writing  signed  by   at  least   five 
members  of  the  Reorganization  Committee  or  their  proxies. 

The  Reorganization  Committee  and  any  member  thereof  and  the  Deposi- 
tary and  any  oflicer  or  director  thereof,  and  any  one  connected  with  the 
Reorganization  Committee  or  with  any  of  the  members  thereof  or  with  the 
Depositary  or  with  the  old  or  the  new  company,  and  any  Depositor  or  any 
transferee  of  any  Depositor  and  any  partnership  or  corporation  with  which 
any  person  above  mentioned  may  be  connected  in  any  manner,  may  be  or 
become  pecuniarily  interested  in  any  contract,  transaction,  pioix'ity  >  ■ 
matter  connected  with  the  Plan  or  Agreement  or  with  the  new  e  nnpany. 
including  participation  in  any  syndicate  or  underwriting  agreement. 

Anv  direction  given  by  the  Reorganization  Committee  evidenced  by  a 
writing  signed  by  the  chairman  or  secretary  thereof  shall  I)e  mil  and 
sufficient  authority  for  any  action  of  the  Depositary  or  of  any  oihci  c-.isto- 
dian  or  of  any  agent. 

Seventh.  The  enumeration  of  specific  powers  hereby  conferred  shnll 
not  be  construed  to  limit  or  to  restrict  the  general  powers  hocin  con- 
ferred or  intended  so  to  be,  it  being  the  intention  to  confer  on  the  llcoi- 
ganization  Committee  in  all  respects  any  and  all  powers  which  it  nmy  in 
its  discretion  find  to  be  necessary  or  expedient  in  or  towards  currying  out 
or  promoting  the  purposes  of  the  Plan  and  Agreonent  as  now  existing  or 
as  the  same  may  be  modified  or  amended  as  herein  provided,  nnd  the 
Reorganization  Committee  may  exercise  any  and  every  such  power  :is  fully 
and  effectively  as/if  the  same  were  herein  specified  and  as  often  a«  for 
any  cause  or  reason  it  may  deem  expedient. 


KEOKGANIZATION  OF  CORPORATIONS.         ls7:{ 

Eighth.  No  trust,  liability  or  obligation,  except  the  agieemeuts  herein 
contained  in  favor  of  the  holder3  of  certificatea  of  deposit,  is  created  by 
the  Plan  and  Agreement  or  assumed  hereunder  in  favor  of  any  person  or 
corporation  whatsoever,  with  respect  to  any  securities  deposited  under  this 
Agreenient  or  any  moneys  paid  to  or  received  by  the  Reorganization  Com- 
mittee or  by  the  Depositary  hereunder  or  with  respect  to  any  property 
acquired  by  purchase  at  any  sale  or  otherwise  acquired  or  with  respect  to 
any  new  stock  to  be  issued  hereunder  or  with  respect  to  any  other  matter 
or  thing;  and  this  Agreement  shall  be  construed  as  strictly  an  agreement 
between  the  parties  and  as  solely  alfecting  and  relating  to  the  Reorganiza- 
tion Committee,  the  Depositary  and  the  Depositors  hereunder.  The  bonds 
and  stock  deposited  under  the  Plan  and  Agreement  and  all  securities  and 
claims  purchased  or  otherwise  acquired  pursuant  to  the  Plan  and  Agree- 
ment shall  remain  in  full  force  and  cllect  for  all  purposes  and  shall  not  be 
deemed  merged,  satisfied  or  discharged,  and  no  legal  right  or  lien  shall 
be  doomed  released  or  waived  until  the  completion  of  the  reorganization 
and  the  declaration  of  the  completion  thereof  by  resolution  of  the  Reorgani- 
zation Committee.  All  such  bonds,  stocks  and  other  obligations  and  demands 
and  all  rights  founded  thereon  may  be  enforced  by  the  Reorganization 
Committee  or  by  anyone  to  whom  the  same  may  be  assigned  with  authority 
conferred  by  the  Reorganization  Connnittee  for  the  enfoi-cement  thereof. 
Upon  the  completion  of  the  reorganization  and  declaration  thereof  as 
aforesaid,  all  securities  of  the  Company  and  all  rights  founded  thereon 
and  all  liens  and  equities  in  respect  thereof  shall,  unless  the  Reorganization 
Committee  shall  otherwise  provide,  vest  in  the  new  company.    , 

Ninth.  AJl  calls  for  the  payments  required  to  be  made  by  depositors 
of  stock  in  respect  of  the  assessments  thereon,  or  for  the  surrender  or 
presentation  of  certificates  of  deposit  issued  hereunder,  all  notices  fix- 
ing, limiting,  extending  or  renewing  any  period  for  the  deposit  or  with- 
drawal of  securities  or  for  payments  and  all  other  calls  and  notices 
hereunder  shall  be  inserted  in  two  newspapers  of  general  circulation, 
published  in  the  City  of  New  York,  and  also  in  two  similar  newspapers 
published  in  the  City  of  Chicago,  Illinois,  and  likewise  in  two  similar 
newspapers  published  in  the  City  of  Milwaukee,  Wisconsin,  twice  in  eaeli 
week  for  two  successive  weeks  beginning  on  any  day  of  the  week.  Any 
call  or  notice  whatsoever  when  so  published  by  the  Reorganization 
Committee  shall  be  taken  and  considered  as  though  personally  served 
upon  all  parties  hereto  and  upon  all  parties  to  be  bound  thereby  as  of 
the  respective  dates  of  insertion  thereof,  and  such  publication  shall  be 
the  only  notice  required  to  be  given  under  any  provision  of  the  Plan 
and  Agreement,  except  as  otherwise  expressly  stated. 

Tenth.  The  Plan  and  this  Agreement  shall  bind  and  benefit  the 
several  parties  and  their  and  each  of  their  survivors,  executors,  admin- 
istrators, successors  and  assigns. 

A  printed  copy  of  this  Agreement  signed  by  the  Reorganization 
Committee  or  a  majority  of  them  and  by  the  Central  Trust  Company 
of  New  York  as  Depositary,  and  thereupon  lodged  with  it,  shall  be 
held  and  taken  to  be  the  original  agreement.  This  agreement  may. 
however,  be  executed  in  any  number  of  counterparts  with  the  .same 
efTect  as  if  all  of  the  parties  executing  the  same  had  executed  but  one 
instrument. 


1874      CORPORATION  FORMS  AND  PRECEDENTS. 

In  Witness  ^Miereof  the  undersigned  members  of  the  Reorganization 
Committee  and  Central  Trust  Company  of  New  York,  as  Depositary, 
have  executed  these  presents  the  day  and  year  first  above  written  and 
the  parties  of  the  second  part  have  become  parties  hereto  in  the  manner 
herein  provided." 


in  the  presence  of 

Of  Counsel  to  Committee. 


Trust  Co.  of  New  York,  , 

as  Depositary.  , 

By  

Vice  Prest. 
See  form  next  preceding  and  notes  thereunder. 

Form  2077. 

NOTICE  TO  BONDHOLDERS  BY  REORGANIZATION  COM- 
MITTEE OF  APPROVAL  OF  PLAN  AND  AGREEMENT, 
AND  OF  RIGHT  TO  WITHDRAW  SECURITIES. 

Company. 

To  the  Holders  of  Certificates  of  Deposit  of  the   Trust 

Company  of  New  York  as  Depositary  under  the  BondlioUlers'  Agree- 
ment, dated  December   8,   1911,   Issued   for  First  Mortgage   Five  Per 

Cent.  Ten-Thirty-Year  Sinking  Fund  Gold  Bonds  of  the   

Company   Secured  by  Mortgage  of   Said   Company   to   the 

Trust  and  Savings  Bank  of ,  as  Trus- 
tee, dated  July  2,  1906: 
Notice   is    hereby    given,    pursuant    to    the    terms    of   the    Bondholders' 
Aareement   dated    Decer.iber    8,   1911,   to   holders   of   the   above    described 
certificates  of  deposit,  that  the  undersigned  Bondholders'  Committee  ap- 
pointed  under    said    agreement   by    holders    of   the    First    Mortgage    Five 

Per  Cent.  Ten-Thirty- Year  Sinking  Fund  Gold  Bonds  of  the   

Company  issued  under  and  secured  by  the  First  Mortgage 

above  mentioned,  have  approved  a  Plan  and  Agreement  for  the  Reor- 
ganization of  the    Company,  which   Plan  and  Agreement 

of  Reorganization  is  dated  March  18,  1912,  and  constitutes , 

,  ,   ,   ,  and   

,  a  Reorganiziation  Committee.    Said  Plan  and  Agreement  of 

Reorganization    has   been    lodged    for    the    information    of    all    parties    in 

interest  with   said   Trust  Company  of  New  York  as 

Depositary. 

Holders  of  certificates  of  deposit  issued  by  the   Trust 

Company  of  New  York  as  Depositary  under  said  Bondholders'  Agree- 
ment of  December  8,  1911,  if  not  approving  said  Plan  of  Reorganization, 
may  at  any  time  prior  to  April  22,  1912,  surrender  their  respective 
certificates  of  deposit  and  withdraw  the  bonds  represented  thereby 
upon  payment  of  their  pro  rata  share  of  the  expenses  and  compensa- 
tion of  the  Bondholders  Committee  to  date.  Certificate  holders  not  so 
withdrawing  their  bonds  prior  to  April  22,  1912,  will  be  deemed  to  have 


REORGANIZATION  OF  CORPORATIONS.  1875 

assented  and  to  be  Ixumd  ]>y  the  terms  of  >;ii(l  I'laii  and  .•\;:ree;iieiit  of 
Her)rf,'anization,  and  the  bonds  represent iiif;  tlieir  r(>s|ieclive  certificates 
will  thereupon  become  subject  to  and  be  thereafter  held  and  disponed  of 
under  the  terms  and  conditions  of  said  Plan  and  Agreement  of  Reor 
ganization.  Certificate  holders  are  requested  to  surrender  tlieir  present 
certificates  in  exchange  for  new  certificates  to  be  issued  under  said 
Plan  and  Agreement  of  Reorganization  of  March  18,  1912.  Ap|)lieation 
will  be  made  in  due  course  for  the  listing  of  such  new  dertilicates  of  de- 
posit on  the  New  York  Stock  K.xohange. 

Copies   of    .said    Plan   and    Agreement    of    Reorganization    and    of    a    cir 
cular    issued    by    the    Reorganization    Committee    dated    .March    'ZC.    1912, 

can  be  procured  on  application  to  said  Depositary  at  its  ollice.  So 

Wall  Street,  New  York  City. 

New  York,  March  26,  1912. 

'.  .  . .  ( 'liairiiian  ; 


Bondholders'  Committee. 


Counsel  to  Bondholders'  Committee. 
See  Form  2068,  supra,  and  notes  thereunder. 

Form  2078. 

NOTICE  TO  STOCKHOLDERS  OF  APPROVAL   OF  PLAN 
AND  AGREEMENT  AND  OF  RIGHT  TO  WITH- 
DRAW STOCK  UPON  PAYMENT  OF 
PROPORTIONATE  EXPENSES. 

.- Company. 

To  the  Holders  of  Certificates  of  Deposit  Issued  by  The  

Trust  Company  as  Depositary,  under  the  Preferred  Stockholders" 
Protective  Agreement  dated  December  14,  1911,  Issued  for  Pre- 
fererd  Stock  of  the   Company : 

The  Preferred  Stockholders'  Committee,  pursuant   to   the  terms   of  the 
Preferred   Stockholders'    Protective    Agreement,   dated   December    14.    1911, 

on  file  with  The    Trust  Company,  as   Dejxisitary.  hereby 

gives  noti<'e  to  holders  of  the  above  described  certificates  of  deposit 
that    the    Committee    appointed     under    said    agreement     by    holders    of 

Preferred  Stock  of  the   Company   has  apiJiovid  a    Plan 

and  Agreement  of  Reorganization   of  the    Company, 

dated  March  18,  1912,  constituting   ,    , 

,    ,    and    a    Reorganization 

Committee,  and  tliat  a  copy  of  said  I'hin  and  .Vgi-eement  of  Reorganiza- 
tion has  been  filed  with  tiu^  De])ositary,  at  its  oflice.  No 

Street,  in  the  Borough  of  Manhattan,  in  the  City  of  New   'SnrU. 

Holders  of  Certificates  of  Deposit  issued  by  The   Trust 

Company,  as  Depositary,  under  the  said  Protective  .\greement  of  l)e 
cember  14,  1911,  shall  be  conclusively  presumed  to  have  assented  to  .said 
Plan  and  Agreement  of  Reorganization  unless  prior   to   May   15th,   1912, 


1876     CORPORATION  FORMS  AND  PRECEDENTS. 

they  shall  have  filed  with  the  Depositary  written  notice  of  tlieir  dis- 
sent  therefrom,  specifying  the  date  or  dates  and  the  number  or  num- 
bers of  the  certificates  of  deposit  held  by  them  respectively.  Stoc'c 
represented  by  the  respective  certificates  of  holders  will  upon  assent  to 
said  Plan  and  Agreement  of  Reorganization  be  delivered  by  the  under- 
signed Preferred  Stockholders'  Committee  to  the   Trust 

Company  of  New  York  as  Depositary  under  said  Plan  and  Agreement 
and  will  thereupon  become  subject  to  and  thereafter  be  held  and  dis- 
posed of  under  and  by  virtue  of  said  Plan  and  Agi-eement   of  Reorgani 

zation.     Holders  of  certificates  of  deposit  issued  by  The   

Trust  Company  under  said  agreement  of  December  14,  1911.  if  assculiuir 
to  said  Plan  of  Reorganization,  must  surrender   their  certificates  to   Iho 

Trust  Company  of  New  York  as  Depositary  and  ])ay  ton 

per  cent,  of  the  assessment  payable  under  the  Plan  and  will  thereupon 
receive  certificates  of  deposit  issued  under  said  Plan  and  Agreement 
of  Reorganization  of  March  18,  1912.  In  case  the  said  Plan  and  Agree- 
ment o^  Reorganization  shall  become  effective,  any  Depositor  holding 
a  certificate  of  deposit  under  the  provisions  of  said  Protective  Agree- 
ment who  shall  have  filed  notice  of  dissent  therefrom  may  within  ten 
days  after  May  15th,  1912,  withdraw  his  Preferred  Stock  from  deposit 
upon  the  surrender  of  his  said  certificate  of  deposit  therefor,  and  upon 
payment  of  one-half  of  one  per  cent,  of  the  par  value  of  the  Preferred 
Stock  so  withdrawn  as  his  proportion  of  the  expenses  of  the  Committee 
to  the  date  of  withdrawal. 

Copies  of  the  Plan  and  Agreement  of  Reorganization  and  of  a  circular 
issued  by  the  Reorganization  Committee  dated  March  26.  1912,  can  be 
procured  on  application  to  the  Depositary  at  its  said  oflice. 

New  York,  March  27th,  1912. 

,  Chairman ; 


A   Majority   of   the   Preferred    Stockholders'    Committee. 

,  Secretary. 

Street,  New  York. 

Street,  New  York, 

Counsel  for  the  Committee. 

The Trust  Company, 

Depositary. 
See  Form  2068,  supra,  and  notes  thereunder. 


REORGANIZATION  OF  CORPORATIONS.         1871 

Form  2079. 

NOTICE   BY   REORGANIZATION    COMMITTEE   OF    TIME 
WITHIN  WHICH  DEPOSITS  MUST  BE  MADE  AND 
OF  CREATION  OF  VOTING  TRUST.  - 


Kern  i'iUiiziit  ion. 


Special  Notice. 

To   ITolflciN   nf    Company  First  Mortgage  Five   Per  Cent. 

I'xiiids    iiiid     to    lliildcrs    of    I'rpforred    and    Common    Stock    of    said 

Company,   Wlio    Have    Not    Heretofore    Deposited 

llifir   Bonds   or   Stock   Under   the   Plan   and    Agreement   of   Reorgan- 
ization of  Said  Company,  Dated  March  18,  1912: 

Notice  is  hereby  given  that  until  twelve  o'clock  noon  on  February 
3,  1913,  the  time  fixed  for  the  sale  of  tlie  mortgaged  property  by  the 
final  decree  of  foreclosure  and  sale  made  in  the  pending  suit  to  fore- 
close said  First  Mortgage  of  said  Company,  the  under- 
signed Reorganization  Committee  will  accept,  without  penalty,  addi- 
tional  deposits   of    Company    First    Mortgage    Five    Per 

Cent.  Bonds,  if  the  same  be  depo.sited  with  its  Depositary,   

Trust  Company  of  New  York. 

Notice  is  further  given  that  until  said  time  said  Reorganization  Com- 
mittee will  also  accept,  without  penalty,  additional  deposits   of  Preferred 

and  Common  Stock  of  said   Company,  if  the  same  be 

deposit  cd  with  its  said  Depositary  and  the  accrued  assessments  tiiereon 
be  paid. 

No  deposit  of  Bonds  or  Preferred  or  Conunon  Stock  will  be  accepted 
by  said  Reorganization  Committee  after  noon  of  February  3,  1913, 
except  in  the  discretion  of  said  Committee,  either  generally  or  in  special 
instances,  and  in  either  case  upon  such  terms  and  conditions  and  uj)on 
such  penalty  as  it  may  see  fit  to  impose. 

The  following  amounts  of  outstanding  bonds  and  stock   of  said    

Company  have  already  been  deposited  under  said  Plan  and 

Agreement  of  Reorganization: 

1.  First    Mortgage    Five   Per   Cent.    Bonds    (95%    of   outstand- 

ing   issue)     $10,600,000 

2.  Seven     Per     Cent.    Cumulative    Preferred     Stock     (88%     of 

out  standing    issue) 14.148.000 

3.  Common   Stock    (86.8%   of  outstanding  issue) 17.216.600 

Notice  is  further  given  that  upon  the  purchase  by  said  Reorganiza- 
tion Committee  of  said  mortgaged  property  at  the  aforesaid  sale,  a 
Voting  'Trust  of  the  new  Preferred  and  Common  Stock  to  be  is.sued 
under  said  Plan  of  Reorganization,  except  directors'  qualifying  shares, 
will  be  created  for  a  term  of  five  years  in  accordance  with  said  jtlan 
of  Reorganization.     The   following  Voting  Trustees  have  been   appointed 


1878      COEPORATION  F0R:\IS  AND  PRECEDENTS. 

by   said  Reorganization   Coniraittec,   subject   to   change   in   its   discretion: 

,   ,  and  

Dated,  New  York,  January  29,  1913. 


Chairman; 


Reorganization  Committee. 
Secretary. 


Counsel  to  Reorganization  Committee. 
See  Form  2068,  supra,  and  notes  thereunder. 

Form  2079a. 
CALL  FOR  ASSESSMENTS  DUE   UNDER  REORGANIZA- 
TION PLAN  AND  AGREEMENT. 

The  properties  of  the    ^  ■  ■   Company  in    

have  been  purchased  in  behalf  of  the  Reorganization  Committee  at  public 
sale  pursuant  to  the  decree  and  order  of  the  United  States  District  Court, 

at ,  in  the  foreclosure  and  administration  suits,  and  the 

sales  have  been  confirmed  by  orders  of  the  court,  entered  March  7,  1913. 

The  new  company  has  been  organized  under  the  name  of 

Manufacturing  Company,  with  preferred  and  common  stock  as  provided  in 
the   Plan  and  Agreement  of  Reorganization  dated   March   18,  1912.     It  is 

expected  that  the  remaining  properties  in   ,   

and will  shortly  be  acquired  on  behalf  of  the  Reorgani- 
zation Committee. 

The  board  of  directors  of  the  new  company  has  been  elected  as  follows: 
(names  and  addresses  omitted). 

The  certificate  of  incorporation  provides,  as  mentioned  in  the  Plan  of 
Reorganization,  that  the  holders  of  the  preferred  stock  shall  have  power 
to  elect  a  majority  of  the  directors. 

The  Board  of  Directors  has  appointed  an  Executive  Committee  consisting 

of  Mr ,  chairman,  and  Messrs , 

, ,  and  

As  provided  in  the  Plan  of  Reorganization,  five  Voting  Trustees  have 
been  appointed  to  hold  the  preferred  and  common  stock,  except  the  qualify- 
ing shares  of  directors,  under  a  voting  trust  agreement,  wliich  is  to  last  for 
five  years  unless  sooner  terminated  by  the  Voting  Trustees  in  their  dis- 
cretion.    The  Voting  Trustees  are  Messrs ,  chairman ; 

, , antl   • 

The  properties  will  be  taken  over  by  the  new  company  and  operations 
conducted  under  the  new  management  at  an  early  date. 

Notice  is  hereby  given  to  holders  of  certificates  of  deposit  for  Pre- 
ferred and  Common  stock  of  Company,  that  the  Reorgani- 
zation Committee,  pursuant  to  the  terms  and  provisions  of  said  Plan  and 


REORGANIZATION  OF  CORPORATIONS.         1879 

Agreoincnt  of  Keorganization,  has  called  for  payment  tlie  buhuice  of  the 
aiiKiuiit  due  on  their  assessments  in  two  installments,  viz.: 

1.  Ill  respect  of  each  share  of  Preferred  stuck,  $4  per  sliare  on  or  hefore 
April  24,  1913,  and  $4  per  share  on  or  before  May  15,  1913. 

2.  In  respect  of  each  share  of  Common  stock,  $2  per  sliare  on  or  before 
A|nil  24,  1913,  and  $2  per  share  on  or  before  May  15,  1913. 

Payments  must  be  made  to  the Trust  Company  of  New 

York,  Depositary,  No Wall  Street,  New  York  City,  and  certificates 

of  deposit  must  be  presented  at  tlie  time  of  j)ayment  in  order  that  tlie  re- 
cei|)t  of  the  Depositary  may  be  stamped  thereon. 

New   York,  March  19,  1913. 

Cliairman, 


Reorganization  CoTumittee. 
Secretary. 

Form  2080. 

STOCKHOLDERS'  REORGANIZATION  AGREEMENT  AND 

NOTICE  OF  STEPS  TO  CARRY  OUT  SAME. 
To  the  Stockholders  of  the Company : 

A  number  of  the  larger  stockholders  of  the   Company 

have  entered  into  the  following  Plan  and  Agreement,  proposed  by  them: 

We,  the  undersigned,  each   owning   the  number   of  shares  of  preferred 

and  common  stock  of  the  Company  set  opposite  our 

respective   signatures,    hereby    mutually    covenant   and    agree   as    follows: 

First.  The  Committee  hereinafter  named  shall  with  all  convenient 
speed    cause    a    corporation    to    be    formed    under    the    laws    of    the    State 

of  ,  with  an  authorized  capital  of  Thirty  Million  Dollars. 

made  up  of  300,000  shares  of  the  ])ar  value  of  One  lliiiidred  Dollars 
each. 

Second.  The  corporation  so  formed  shall  fortliwitli  proceed  to  take 
such  steps  as  may  be  necessarj'  to  enable  it  to  issue  a  series  of  13..^0fi 
bonds,  of  the  par  value  of  One  Tliousand  Dollars  each,  amounting  in 
the   aggregate   to   $13,506,000   par  value,   bearing  interest   at    tlie   rate   of 

five    per   cent,   per    annum,    from   .July    1,    19 ;    the    principal    of    said 

bonds    to    be   payable   July    1,    19 :    and    the    interest    to    be    payable 

semi-annually  on  the  first  days  of  January  and  July.  Each  of  sucli 
bonds  shall  contain  a  provision  permitting  its  redemption  on  any  in- 
terest day  before  maturity,  upon  payment  of  $1,050  together  with  the 
interest  accrued  and  unpaid;  and  shall  also  provide  that  the  said  cor- 
poration shall,  at  any  time  within  two  years  from  the  date  thereof, 
upon  surrender  thereof,  with  the  unpaid  coupons  attached,  issue  and 
deliver  in  return  therefor  10  shares  of  its  full  paid  capital  stock,  of  the 
par   value   of   One   Hundred   Dollars   each,   and   pay   in   cash    the   accrued 


1880      CORPOEATION  FORMS  AND  PRECEDENTS. 

interest  then  unpaid  upon  such  bond.  The  principal  and  interest  of 
said  bonds  are  to  be  payable  in  gold  coin  of  the  present  standard. 

Third.     Said  corporation   shall,  at   the   same  time,  offer  to   the  holders 

of  preferred  stock  of  the   Company,  for  each  share  of 

such  preferred  stock,  one-twentieth  of  one  of  said  bonds  and  eighty  five 
two-hundredths  of  a  share   of  its   stock,   and  to   the   holders  of  common 

stock  of  the    " Company,  for  each  share  of  such  common 

stock,  fifteen    hundredths  of  a   share  of  its  stock. 

Fo\irth.  Each  of  the  undersigned  agi-ees  to  transfer  to  the  new 
company  the  number  of  shares  of  stock  of  tlie  Com- 
pany, preferred  and  common,  stated  below,  upon  the  terms  mentioned 
in  paragraph  Third,  provided  the  ofTer  be  made  on  or  before  the  first 
day  of  August,  19 

Fifth , , ,  ,  and 

are  hereby  appointed  a  committee  to  represent  the  undersigned  in  all 
matters  in  connection  with  this  agreement,  and  to  take  siich  steps  as 
may  be  necessary  to  carry  out  its  puipose.  The  committee  shall  have 
full  power  to  decide  in  relation  to  all  matters  pertaining  to  the  incor- 
poration of  the  new  company^  the  powers  it  is  to  have,  its  by-laws,  the 
number  of  its  directors,  and  who  shall  be-  directors  and  officers  for  the 
first  year.  It  shall  have  power  to  pass  upon  the  form  of  the  bonds,  and 
to  cause  to  be  inserted  therein  such  other  provisions  as  it  may  deem 
expedient  and  proper.  It  shall  make  such  arrangements  as  it  thinks 
proper  to  facilitate  the  exchange  of  stock  and  the  delivery  of  the 
bonds.  It  may  provide  for  the  issuance  of  scrip  or  other  certificates  for 
fractions  of  shares  or  fractions  of  bonds.  The  act  of  a  majority  of  the 
committee  shall  be  deemed  the  act  of  the  committee.  Vacancies  in  the 
committee  may  be  filled  by  a  vote  of  a  majority  of  the  remaining 
members. 

If  the  committee,  for  any  reason,  should  not  cause  the  corpora- 
tion to  be  formed  and  other  necessary  steps  taken.,  so  that  the 
offer  to  exchange  stock  can  be  made  on  or  before  August  1st,  1904, 
this  agreement  shall  terminate;  but  no  liability  of  any  kind  shall  attach 
to  any  member  of  the  committee  and  no  member  of  the  committee 
shall  be  personally  liable  for  any  act  or  omission  of  any  agent  or  em- 
ploye selected  in  good  faith,  nor  for  any  error  in  judgment  or  mistake 
of  law,  nor  in  any  case,  except  for  his,  its,  or  their  several  individual 
malfeasance;  and  no  member  of  the  committee  shall  in  any  case  be 
personally  liable  for  the  act  or  omission  of  any  other  member. 

This  agreement  shall  not  be  binding  upon  any  subscriber  hereto  until 
it   shall   be   signed  by   stockholders   representing   at   least   fifty   per   cent. 

of  the  preferred  stock  outstanding  of  the Company,  and  at 

least  twenty-five  per  cent,  of  the  outstanding  common  stock  of  said  Com- 
pany. Stockholders  may  sign  copies  of  this  agreement  and  upon  delivery 
of  the  copy  so  signed  to  a  member  of  the  committee  on  or  before  July 
1st,  1904,  shall  thereby  become  parties  hereto  and  be  deemed  to  have 
signed  this  agreement. 

The  terms  of  this  agreement  may  be  modified  in  any  way,  at  any 
time,  by  two-thirds  in  amount  of  each  class  of  stock  subscribed  hereto. 


REORGANIZATION  OF  CORPORATIONS.         1881 

For  tho  purpose  of  carrying  out  said  |)lan.  tlio  CoiiiiiiiH<'0  has  already 
taken  stops  loading  to  the  incorporation  of  the  new  company,  and  it  is 
expected    that    its    stock    and    bonds    will    be    ready    to    be    delivered    ir. 

exchange    for    the    stock    of    tho    Company    on    or   alx.ut 

July  1,  19 

Arrangements  have  been  made  with   the   Security   and 

Trust  Company  in   the  City  of   New  York,  and   the    Trust 

and  Savings  Bank,  in  the  City  of  Cliicago,  so   that   stockholders  desirin!.' 

to    effect    this   exchange    can    on    or   before   July    1.    19 deposit    stock 

of  the Company,  with  either  of  the  said  tru>t  comjianies, 

to  be  exchanged  in  accordance  with  (he  terms  of  said  agreement. 

Receipts  will  be  issued  by  the  trust  companies,  certifying  that  stock- 
has  been  deposited  to  be  exchanged  in  accordance  with  terms  of  said 
agreement.  On  said  exchange,  scrip  certificates  will  be  issued  by  the 
trust  companies  for  fractions  of  bonds  or  shares  to  which  the  depositor 
may  be  entitled. 

The  members  of  this  Committee  have  to  the  extent  of  llioir  owner- 
ship in  the  stock  of  the  said  company  signed  the  said  agreement. 

New  York, ,  19 


Committee. 
See  Forms  2060  and  2062,  and  notes  thereunder. 


Form  2081. 

NOTICE  TO  BONDHOLDERS  OF  FORMATION  OF  RE  OR 

GAfTIZATION    COMMITTEE    AND    REQUEST    THAT 

BONDHOLDERS  DEPOSIT  BONDS  UNDER  PLAN 

AND  AGREEMENT   FOR  REORGANIZATION. 

,    19 

To  the  Holders  of  First  and  Second  Mortgage  Bonds  of  The   

Power    Company    and    Holders    of    First    Mortgage    Bonds    of    Tho 

Light  &  Power  Company : 

The   Annual   Report   of   The    Power   ComiKUiy.    issued 

,  19. . . .,  and  the  Treasurer's  Statement,  issued   

19....,  indicated  that  the  Company  would  not  be  able  to  ]>ay  the  next 
instalment  of  interest  on  its  first  mortgage  bonds,  and  intimated  that 
a  reorganization  would  probably  be  necessary,  giving  the  underlying 
reasons  for  the  existing  condition  of  the  Company's  atlairs.  ' 

On ,  19 ,  the   Trust  Company,  as  Trus 

tee  under  the  first  mortgage  of  The    Powfr  Com]iaiiy. 

commenced   foreclosure  proceedings   in   the   District   Court   of  the   United 


1882     CORPORATION  FORMS  AND  PRECEDENTS. 

States  for  the  District  of   ,  based  upon  the  failure  of  the 

Company   to   pay   and   discharge   certain   prior   liens   filed    in    19 ,   and 

upon  its  application  Messrs ,  President,  and    

General  Manager  of  the  Company,  were  appointed  Keeeivers 
of   the   Company's   property,   with    power   to   continue    the   business.      On 

19 ,  the  Company  was  obliged  to  make  default  in  the 

payment  of  interest  then  due  on  its  first  mortgage  bonds. 

Qn 19 The Light  &  Power  Company, 

whose  stock  is  owned  and  whose  bonds  are  guaranteed  by  The   

Power  Company,  was  unable  to  meet  the  requirements  of  and 
was  obliged  to  make  default  imder  its  first  mortgage  with  respect  to 
the  sinking  fund. 

While  market  and  other  conditions  have  improved  during  the  past 
six  months  and  offer  grounds  for  hope  of  still  further  improvement, 
the  conditions  do  not  warrant  the  belief  that  the  earnings  of  these 
two  companies  will  at  any  time  in  the  near  future  be  sufTicient  to  meet 
their  present  requirements  for  interest  and  sinking  funds.  The  present 
requirements  for  these  purposes  amount  to  about  $750,000  per  annum, 
while  the  combined  net  earnings  from  operation  of  both  com])iinics. 
eliminating     inter-company     charges,     amounted     for     the     year     ciidini; 

,19 ,  to  only  $358,616.    The  gross  earnings  of  the  1  wo 

companies  for  the  same  period  were  $559,603,  and  the  operating  ex- 
penses $200,987. 

A  large  number  of  the  holders  of  the  bonds  has  advocated  a  read- 
justment of  the  affairs  of  the  two  companies  with  a  view  to  placing 
them  on  a  stable  financial  basis.  The  bankers  who  are  most  interested 
in  these  companies  and  are  also  the  largest  individual  holders  of  their 
securities,  have  devoted  much  time  and  study  to  the  question  of  reor- 
ganization, and  have,  after  consultation  with  some  of  the  other  large 
holders  of  bonds,  formulated  a  Plan   and  Agreement  for  Reorganizition. 

dated   ,  19 ,  which  is  now  presented  to  you  with    iIhmv 

full  recommendation.  The  requirements  for  interest  on  the  bonds  to 
be  issued  by  the  New  Company  as  provided  in  this  Plan  will  be  less 
than  one-half  the  present  net  earnings  from  operation,  and  we  believe 
that  when  the  reorganization  is  completed  the  New  Company  will  be 
on  a  stable  financial  basis,  and  have  adequate  means  for  meeting  its 
financial  requirements. 

The  holders  of  a  large  percentage  of  the  bonds  have  already  expressed 
their  approval  of  this  plan.  We  believe  that  the  Plan  can  be  carried 
out  promptly,  and  that  thereby  the  interests  of  the  bondholders  will 
be  greatly  benefited,  and  recommend  that  you  participate  in  the 
reorganization. 

All  holders  of  bonds  desiring  to  participate  in  the  reorganization 
must  deposit  their  bonds  as  provided  in  the  Plan  and  Agreement  on   or 

before   ,  19 ,  with   the   Trust  Company, 

Broadway,  New  York  City,  or  the   'j'rust  Company, 

Street,  Boston,  Mass.,  wlio  are  the  designated  depositaries 

and  will  issue  appropriate  transferable  receipts. 


REORGANIZATION  OF  CORPORATIONS.  1888 

Additioiiiil    C()i)ie3    of    flie    I'laii    ami    A^jK'ciin-nl    may    In-    ul.taiiK'il    lioin 
either  of   the  depoaitaries  or   the   St'cn-laiy   of   thf   (  ominit ti-c. 

of ( 'oiii|)aii\ , 

of ('i»m|)aiiy, 

("liainnaii, 

of {'<irii|)aiiy. 

Keorganizatioii    (  oiimiil  tec 

Secretary, 
Broadway,  New  York  City. 


Counsel  for  Reorganization  Coinniittee. 

See  two  forms  next   following. 

See  notes  under  Forms  2060,  2062,  supra. 


Form  2082. 

NOTICE   TO   BONDHOLDERS   OF   EXTENSION   OF   TIME 
WITHIN  WHICH  TO  DEPOSIT  BONDS. 

19.... 

To  All  Holders  of  Bonds  of  The  Power  Company  and 

The   Light  &  Power  Company : 

The  depositaries  designated  in  the  Plan  and  Agreement  for  the  Re- 
organization of  The  Power  Company  and  The   

Light  &  Power  Company  dated  19 have 

received   $9,063,000    par    value    of    First    Mortgage    Bonds    and    $1,114,275 

par  value  of  Second  Mortgage  Bonds  of  The   Power 

Company,  and  .$573,000  par  value  of  bonds  of  The   Light 

&  Power  Company,  which  amount  to  more  than  859'c  in  par  value  of  all 
the  bonds  affected  by  the  Plan.  These  deposits  are  in  our  judgment 
sufficient  to  insure  the  success  of  the  Plan  and  we  shall  proceed  imme- 
diately with  the  foreclosure  of  the  mortgages  of  the  two  existing 
companies  and  the  organization  of  tiic  New  Company. 

For  the  benefit  of  those  who  have  not  already  deposited  their  bonds 
under  the  Plan,  we  have  decided  to  extend  the   time  within  which  bonds 

may  be  deposited  to  and  including 19 Ml  holders  of 

bonds  who  desire  to  participate  in  the    Plan  must  dejjosit    their  bonds  on 

or  before  19 with  the   Trust  C<unpany, 

,  New  York  City,  or  the    Trust   C'om])any, 

Street,  Boston,  Mass. 

In  view  of  the  large  number  of  bonds  which  have  already  been 
deposited  and  the  fact  that  the  Plan  will  undoubtedly  be  carried  out. 
we  feel  confident   that   you   will   appreciate   the   advantage   to   yourselves 


1884     CORPORATION  FORMS  AND  PRECEDENTS. 

of   participating    in   the   Reorganization    and    the    importance   of    deposit- 
ing your  bonds  immediately  if  yon  have  not  already  done  so. 

Vety  truly  yours, 

,  Cha  irman, 

of Conij)any, 


of Company, 

of Con)])any, 

Reorganization  Committee. 

Secretary, 
St.,  New  York  City. 


Counsel  for  Reorganization  Conunittee. 
See  form  next  preceding  and  notes  thereunder. 

Form  2083. 

PLAN   AND    AGREEMENT    FOR    REORGANIZATION    OF 

ALLIED  CORPORATIONS  REFERRED  TO  IN  TWO 

FORMS  NEXT  PRECEDING. 

Agreement  made  this day  of ,  One  thousand  nine 

hundred  and  ,  between ,  a  nd   

(hereinafter  called  the  "Committee"),  of  the   first  part,  and   the  holders 

of  first  mortgage  bonds  and  second  mortgage  bonds  of  The  

Power  Company,  and  first  mortgage  bonds  of  Tlie   Liohf 

&  Power  Company,  who  become  parties  to  this  agreement  by  signing 
the  same,  or  by  depositing  their  bonds  hereunder  as  hereinafter  ])ro- 
vided,  of  the  second  part: 

Whereas,  The , Power  Company  has  outstanding  (ex- 
clusive of  bonds  and  stock  in  the  treasury)  : 

(1)  First    Mortgage    Five    Per    Cent.    Bonds    for    the    aggregate    prin- 

cipal sum  of  $10,449,000;  and 

(2)  Second   Mortgage   Five   Per   Cent.   Bonds   for   the    aggregate   prin- 

cipal sum  of  $1,303,050;  and 

(3)  Preferred  stock  of  the  aggregate  par  value  of  about  $5,225,000; 

and 

(4)  Common  stock   of   the  aggregate  par  value   of  about   $15,000,000: 

and 

■^Tiereas,  The Light  &  Power  Company  has  outstand 

ing  (exclusive  of  bonds  in  the  Sinking  Fund  and  in  the  treasury)  : 

(1)  First  Mortgage   Six   Per   Cent.   Bonds   for   the   aggregate   princi)),'! 

sum   of   $757,000,    all    of    which   bonds   are    guaranteed    by    The 
Power  Company ;  and 

(2)  Common    stock    of    the    aggregate    par    value    of    $800,000,    all 

which  stock  is  owned  by  The   Powei-  Co.' 

pany;  and 
Whereas,    the    earnings    of   said    companies   are    not    sufficient    to    y 
interest    upon    the    outstanding    obligations    aforesaid,    and    the    holdc 
of  a  large  amount  of  the   securities   of  said  companies   have   requos: 


REORGANIZATION  OP  CORPORATIONS.    is^f; 

the  undcrfiigncd  Coiiiiiiitt-,ee  to  act  as  a  Coimiiillcc  in  rf<ji-^':iiii/.iii;r  said 
companies  and  have  proposed  a  plan  for  tiie  reorganizati(»u  of  said 
conipanios,  whicli  plan  is  as  follows: 

*  PLAN  OF  reorganization: 

L 

A  New  Companj'  is  to  be  vested  with  the  title   to  the  properties  now 

owned  by  The Power  Company  and  'J'he 

Lijrht  &  Power  ('onii)any,  said  New  Company  to  have  an  antlioii/.cd 
and  issued  capital  as  follows: 

To  be 
Auth(jri/od.       Issued  now. 
Thirty-Year     First     ^Mortgage     Five     Per     Cent. 

Gold   Bonds    $10,000,000      $3,369,250.00 

Seven     Per     Cent.     Preferred     Stock     cumulative 

from  and  after    ,  19 .... ,  with  a 

preference  as  to  assets  to   the  amount  of  par 

and    cumulative    dividends    in     the     event     of 

dissolution    4,000,000  32.5.762.50 

Common    Stock     15,000,000        8.814,037.50 

IT. 

The  holders  of  the  First  Mortgage  6%  Bonds  of  The  

Light  &  Power  Company  who  become  parties  to  this  agreement  and 
perform    the    obligations    thereof,    will    receive    in     exchange    for    their 

present  bonds  with   coupons  of    ,  19....,  and   subsequent 

thereto  attached,  100  per  cent,  of  the  principal  thereof  in  bonds  of  the 
NeAv  Company. 

ni. 

The  holders  of  the  First  ]\Iortgage  5%  Bonds  of  The   

Power  Company,  who  become  parties  to  this  agreement  and  perform 
the  obligations  thereof,  will  receive  in  exchange  for   their  present   bonds 

with  coupons  of ,  19 ,  and  subsequent  thereto  attached. 

25  per  cent,  of  the  principal  thereof  in  bonds  of  the  New  Company, 
and  75  per  cent,  of  the  principal  thereof  in  common  stock  of  the  New 
Company. 

IV. 

The  holders  of  the  Second  Mortgage  5%  Bonds  of  The   

Power  C()mi)any,  who  become  parties  to  this  agreement  and  perform 
the  obligations  thereof,  will  receive  in  exchange   for  their   present   bonds 

with  coupons  of   ,  19 ,  and  subsequent  thereto  attached. 

25  per  cent,  of  the  principal  thereof  in  preferred  stock  of  the  New 
Company,  and  75  per  cent,  of  the  principal  thereof  in  conunon  stock 
of  the  New  Company. 

V. 

The   disposition   of   the   securities   of  the   New  Company   in   accordance 
with  the  foregoing,  is  indicated  in  the  following  table: 


1886     CORPORATION  FORMS  AND  PRECEDENTS. 

Preferred         Comnion 
Rights  of  Participation,  Bonds.  Stock.  Stock. 

(a)  To    holders   of  the   present   Six 
Per      Cent.      Bonds      of      The 

Light   &    Power   Go.  •* 

100%  in  new  bond.s    $757,000 

(b)  To  holders  of  the  present  First 
Mortgage        Bonds        of        The 

Power  Co.  25%  in 

new    bonds    and    75%    in    new 

common    stock    2.612,250  $7,836,750.00 

(c)  To   the   holders   of   the    present 
Second      Mortgage      Bonds      of 

The   Power  Co. 

($1,303,050)     25%    in    new    pre- 
ferred     stock      and      75%      in 

new  common  stock    $325,762.50  977,287.50 

$3,369,250     $325,762.50      $8,814,037.50 

Now,  therefore,  this  indenture  witnesseth. 

First ,    and    agree  to   act  as  the 

Committee. 

Second.     The  holders  of  bonds  of  The   Power  Com- 
pany, and  The    Light  &  Power  Coinpanv,   parties   hereto, 

hereby   assent   to   said   Plan   and   agree   to   forthwith   deposit   their  bonds 

with  the  Trust  Company  of  the  City  of  New  York  or 

the Trust  Company  of  the  City  of  Boston  (hereinafter 

called  the  "Depositaries"),  it  being  understood  that  each  Depositary, 
upon  receiving  such  bonds,  shall,  as  agent  for  the  Committee,  issue 
api)ropriate  receipts  therefor,  which  receipts  shall  be  in  such  form  as 
the  Committee  may  determine  and  shall  be  transferable  as  therein 
provided,  and  shall  entitle  the  holder  to  the  benefits  of  said  Plan  and 
this  agreement.  Upon  transfer  of  any  receipt  the  transferee  shall 
succeed  to  all  rights  of  the  prior  holder  and  be  subject  to  all  the  pro- 
visions hereof.  The  Committee  and  the  Depositaries  may  treat  the 
holder  of  record  of  each  receipt  as  the  absolute  owner  th^ereof.  The 
words  "depositors"  herein  includes  the  holders  of  record  of  receipts 
issued  hereufider  outstanding  at  the  time  in  question. 

Third.  The  holders  of  said  bonds,  parties  hereto,  hereby  severally 
vest  in  said  Committee  and  their  successors  the  legal  title  to  all  bonds 
and  coupons  deposited  or  caiised  or  agreed  to  be  deposited  by  tlicm, 
re.spectively,  and  hereby  give  the  Committee  full  power  to  do  all  things 
in  the  Committee's  judgment  necessary  or  piojxT  to  carry  out  said 
Plan,  including  power. 

(a)  to   acquire   at   public   or   private   sale   or   otherwise    the   whole   or 

any  part  of  the  properties  of  The    Power  Company  and 

The  Light  &  Power  Company,  or  part  or  all  of  the 

bonds,  debts  or  capital  stock  of  said  Company;  if  the  property  is  pur- 
chased at  any  foreclosure  sale,  the  Committee  to  have  the  right  to  use 
the  deposited  bonds  in  payment  or  part  payment  therefor; 

(b)  to   act   for   the   holders   of   said   bonds   in   any   action   which    may 


REOROAXTZATIOX  OF  CORPORATIONS.         1887 

be  broufflit   for  t  lie  l"(ir<clo.suie  of  tli«  rnortpagea  of  said  Tlie   

Power  Company  and    Tlic   Light  &  Power  Company,  or  any 

of  thoiii.  or  in  any  other  action  which  may  be  brought  which  in  anv 
way  iiU'.cts  or  may  alfoct  the  rights  and  interests  of  the  liohlerH  of 
said  bonds;  to  receive  and  receipt  for  any  money  to  which  said  bonds 
siiall  be  at  any  time  entitled;  to  execute  and  deliver  as  attorneys-in- 
fact  for  the  holders  of  said  bonds,  or  any  of  them,  any  reijuests,  con- 
sents, waivers  or  other  writings  which  it  may  seem  to  the  Conunittee 
necessary  or  desirable  to  file  with  any  Court  or  with  the  Irustec  under 
the  present   mortgages  or  with  any  other  person; 

(c)  to  employ  such  agents,  attorneys  and  counsel  us  the  Conmiittee 
deem  best,  to  rei)resent  and  act  for,  or  authorize  representation  of  and 
action  for,  said  holders  of  bonds,  or  any  of  them,  in  any  Court  or  else- 
where, with  respect  to  all  rights  and  interest  in  any  way  affecting  said 
bonds; 

(d)  to  contract   for  the  adjustment  or  payment  of  any  or  all  of  the 

indebtedness  of  The Power  Company  or  The  

Light  &  Power  Company,  or  for  the  extension  of  any  such  indebtedness, 
as  the  obligation  of  the  New  Company; 

(c)  to  sell  any  of  the  unissued  bonds  or  stock  of  the  Xew  Company 
for  cash  to  the  amount  required  in  the  opinion  of  the  Committee  to  pro- 
vide for  extensions  or  to  provide  additional  working  capital;  and  to  sell, 
contract  for  the  sale  of,  or  otherwise  dispose  of,  any  bonds  or  stock  of 
the  New  Company  not  taken  by  the  parties  entitled  thereto,  and  to  contract 
for  underwriting  with  respect  thereto,  and  in  connection  with  any  such 
contract  for  underwriting,  to  pay  a  reasonable  connnission  therefor:  any 
member  or  members  of  the  Committee,  or  any  persons  or  corporations  who 
may  be  associated  with  or  represented  by  them,  to  have  the  right  to  join 
in  any  such  contract  for  sale  or  for  underwriting; 

(f)  to  borrow  money  in  order  to  raise  any  cash  required  to  pay  the 
expenses  of  the  Committee  or  to  make  any  cash  payment  required  upon 
any  foreclosure  sale,  or  to  enable  the  Committee  to  do  any  of  the  other 
things  which  they  may  be  authorized  to  do,  or  generally  for  any  puri)oso 
which  the  Committee  may  deem  necessary  or  expedient  in  order  to  carrv 
out  said  Plan;  the  Committee  being  hereby  expressly  authorized  to  pledge 
for  the  repayment  of  any  and  all  sums  so  borrowed,  any  or  all  of  the 
deposited  bonds,  and  any  or  all  assets  acquired  by  them,  and  any  or  all 
of  the  securities  of  the  New  Company  received  by  them  under  said  Plan 
and  not  specifically  appropriated  by  the  Plan  or  taken  by  the  parties 
entitled  thereto;  but  no  depositor  shall  be  liable  personally  for  or  upon 
any  debt  of  the  Committee; 

(g)  to  cause  the  New  Company  to  be  organized  in  such  manner  and 
with  such  powers  as  the  Committee  may  deem  ])roper,  to  determine  the 
rights  of  the  holders  of  its  preferred  and  common  stock,  to  fix  the  terms 
of  its  bonds  and  the  mortgage  securing  the  same,  and  anion"  other 
things  to  determine  the  rights  of  the  holders  of  such  bonds  in  case  of 
default,  making  such  provision  as  the  Committee  may  deem  desirable  for 
the  payment  of  interest  on  such  bonds  through  the  issue  of  scrip  in 
case  the  earnings  of  the  New  Compiijiy  are  insufficient  for  payment  of  sucli 
interest  in  cash;  to  determine  all  questions  pertaining  to  the  manag(>nuMit. 
operation  or  disposition  of  any  property  acquired  by  them  until  the   New 


1888     CORPORATION  FORMS  AND  PRECEDENTS. 

Company  shall  be  organized  and  in  possession  and  control  of  said  property: 
and  to  make  such  improvements  and  betterments  as  they  shall  deem  expedi- 
ent, and  to  enter  into  such  contracts  in  regard  tiiereto  as  the  New  Com- 
pany might  do  if  already  organized  and  in  operation;  to  select  and  cause 
the  election  of  the  first  board  of  directors  of  the  New  Company;  and  to 
cause  the  stock  of  the  New  Company  to  be  issued  to  the  Committee,  or  to 
their  nominees,  and  to  be  held  and  voted  by  them,  or  their  nominees,  for 

such  period   (not  to  extend  beyond   19 )   and  under  such 

terms  generally  as  to  the  Committee  may  seem  wise; 

and  generally  to  exercise  all  the  powers  of  owners  and  holders  of  the  hoiid'^ 
deposited  hereunder,  and  to  use  the  same  as  the  Committee  may  deem  expe- 
dient in  carrying  out  the  foregoing  Plan;  the  enumeration  of  the  particular 
powers  hereby  given  not  to  limit  in  any  way  the  Committee  in  the  exercise 
of  any  power  which,  in  their  judgment,  may  be  necessary  or  advisable  in 
order  to  promote  the  purposes  of  this  agreement  and  said  Plan;  it  being 
expressly  agreed  by  all  depositors  that  the  methods  to  be  adopted  for  or 
.  towards  carrying  out  this  agreement  and  said  Plan  are  to  be  determined 
from  time  to  time  by  the  Committee  in  their  sole  discretion,  and  that 
the  Conmiittee  shall  have  the  right  at  any  time  to  change  any  such  deter- 
mination should  their  judgment  be  changed  by  subsequent  developments. 

Fourth.— Whatever  shall  be  acquired  in  any  way  by  the  Committee  under 
this  agreement  shall  be  acquired  by  said  Committee  as  joint  tenants,  and 
not  as  tenants  in  common,  so  as  to  remain  the  property  of  the  said  Com- 
mittee, however  the  members  thereof  may  be  changed.  The  action  of  a 
majority  of  the  members  of  the  Committee  then  in  office,  either  at  a  meet- 
in<T  or  in  writing  without  a  meeting,  shall  be  deemed  to  be  the  action  of  the 
Committee.  Each  member  of  the  Committee  shall  be  liable  only  for  his  own 
wilful  fault,  and  shall  not  be  liable  while  acting  in  good  faith  for  the  acts 
or  omissions  of  his  associates,  or  of  any  agent  or  person  employed  by  the 
Committee.  The  members  of  the  Committee  shall  have  reasonable  compen- 
sation for  their  services.  Any  member  of  the  Committee  may  become  a 
party  hereto  as  a  depositing  bondholder. 

Fifth. — Any  one  of  the  Committee  may  resign  with  the  consent  of  all  the 
others;  also  the  Committee  may  add  to  their  number  at  any  time,  and  if 
any  vacancy  occur  in  the  Committee,  by  reason  of  the  death  or  inability  of 
any  member,  such  vacancy  may  be  filled  by  the  remaining  members,  but  the 
filling  of  such  vacancy  is  not  required,  the  remaining  members  being  in 
such  case  authorized  to  act  as  the  Committee.  Any  person  appointed  to  fill 
such  vacancy  on  such  Committee,  or  added  to  the  Committee,  shall  have 
like  power  with  the  other  members  of  the  Committee  as  if  originally  named 
in  this  agreement. 

Sixth. — The  Committee  may  construe  this  agreement,  including  said  Plan, 
and  their  construction  thereof,  or  action  thereunder,  in  good  faith,  sliall  be 
final  and  conclusive;  they  shall  have  power  to  determine  and  to  act  accord- 
ing to  their  judgment  in  all  matters  not  specifically  provided  for  herein, 
but  within  the  general  purpose  set  out  in  said  Plan,  and  shall  also  have 
power  to  modify  said  plan  in  any  matter  of  detail  not  affecting  the  sub- 
stantial rights  of  the  other  parties  hereto. 

Seventh.— Holders  of  bonds  of  The Power  Company  and  I'lic 

Light  &  Power  Company  may  become  parties  hereto  at  any  time 

on  or  before  ,  19 ,  by  signing  this  agreement,  which  it  is 


REORGANIZATION  OF  CORPORATIONS    ]S"9 

understood  may  bo  Higned  in  any  number  of  parts,  or  by  deposit inp  tlu-ir 
bonds  without  such  siting  as  above  provided.  The  mere  deposit  of  any  nt 
the  bonds  with  the  Depositary  shall  of  itself  operate  to  make  tlie  d<-j)ositor 
a  party  to  this  agreement  and  shall  of  itself  operate  as  a  transfer  to  the 
Committee,  or  its  successors,  of  such  bonds  so  deposited  and  shall  empower 
the  Committee  to  exercise  all  the  powers  herein  given.  Any  party  signin;; 
this  agreement  but  not  forthwith  depositing  liis  bonds  hereunder  sliall. 
unless  the  Committee  shall  expressly  waive  such  failure  to  make  immediat.- 
deposit,  extending  the  time  therefor,  and  such  deposit  shall  be  made  williin 
such  extended  time,  cease  to  be  a  party  hereto  and  siiall  have  no  rights 
hereunder.    Holders  of  bonds  may  become  parties  hereto  by  depositing  their 

bonds  subsequent  to  ,19 ,  if  the  Committee  shall  so  determine. 

and  not  otherwise. 

Eighth. — In  case  the  Committee  shall  decide  at  any  time  that  it  is  desir- 
able for  any  reason  to  abandon  the  aforesaid  Plan,  they  may  declare  this 
aoreement  terminated,  giving  notice  of  such  declaration  to  the  Ixdciers  of 
deposit  receipts,  in  which  case  the  holders  of  such  receipts  shall  be  entitlc<l 
to  receive  the  deposited  bonds  represented  thereby  upon  surrender  of  s^ieli 
receipts  and  payment  of  their  respective  shares  of  the  expenses  and  obliga- 
tions of  the  Committee  as  the  same  may  be  apportioned  by  the  Committee. 
Upon  such  termination  of  this  agreement  the  Committee  shall  be  released 
and  discharged  from  all  further  obligations  under  this  agreement. 

Ninth. — In  case  the  Committee  shall  decide  at  any  time  that  it  is  desirable 
for  any  reason  to  substitute  in  place  of  the  foregoing  Plan  a  new  Plan  foi- 

the  reorganization  of  The ,  Power  Company  and  Tlie   

Light  &  Power  Company,  either  separately  or  in  connection  with  the  reorgan- 
ization of  some  other  company  or  companies,  they  may  file  a  proposed  new 
Plan  and  Agreement  with  each  of  the  Depositaries,  and  mail  a  copy  of 
the  same  in  a  postpaid  wrapper  to  each  holder  of  a  deposit  receipt  to  the 
address,  if  any,  filed  with  either  Depositary,  or  if  no  such  address  has  been 
BO  filed  then  to  the  address  last  known  to  the  Committee.  .  Such  new  Plan 

and  Agreement  may  provide  for  the  consolidation  of  The Power 

Company  and  The   Light  &  Power  Company  and  any  other 

Company  or  companies  or  their  respective  properties  througli  the  transfer 
thereof  to  a  new  company  to  be  organized,  or  to  any  one  of  the  existing 
companies,  and  for  the  delivery  of  new  securities  in  exchange  for  existing 
securities  in  such  manner  and  upon  such  terms  as  the  C'Ommittee  may 
approve. 

Such  new  Plan  and  Agreement  shall  become  efTeetive  and  binding 
upon  all  holders  of  deposit  receipts  unless  the  holders  of  such  receipts 
representing  50%  in  amount  of  principal  of  all  deposited  bonds  shall 
within  twenty  days  after  the  mailing  of  such  new  Plan  and  Agreement  til- 
with  one  of  the  Depositaries,  either  separately  or  jointly,  an  election  in 
writing  not  to  be  bound  by  such  new  Plan  and  Agreement.  If  such  new 
Plan  and  Agreement  shall  become  efTeetive  it  will  supersede  and  take 
the  place  of  this  agreement,  and  the  Committee  upon  delivering  all 
deposited  bonds  to  the  Depositary  designated  in  such  new  Plan  ami 
Agreement  shall  be  released  and  disch.arged  from  all  further  obligatini, 
under  this  agreement.  If  such  new  Plan  and  Agreement  shall  not  beeon 
eflfective  this  agreement  shall  continue  in  full  force  and   cllect,  subje<- 


1890     CORPORATION  FOR:\rS  AND  PRECEDENTS. 

however,  to  the  right  of  the  Committee  to  terminate  the  same  as  jjrovided 
in  para<xraph  Eifrhth  hereof. 

Tenth.— In  case  the  Committee  shall  deem  it  desirable  or  jjrojjer  to  give 
any  notice  to  the  other  parties  to  this  agi-eement  or  any  of  them,  sucli 
notice  shall  be  deemed  to  have  been  given  if  put  in  writing  and  mailed 
to  such  parties  at  the  addresses,  if  any,  filed  in  writing  witli  either  Deposi- 
tary for  the  purpose;  or  if  no  such  address  has  been  so  liliii.  tlien  to  the 
address  last  known  to  the  Committee. 

Eleventh. — Acce])tance  of  the  new  securities  by  any  depositor  shall 
estop  such  depositor  from  questioning  the  conformity  of  such  securities, 
as  to  the  character  or  otherwise,  to  any  provision  of  said  Plan  or  of  this 
agreement;  and  the  acceptance  of  the  new  securities  by  the  holders  of  a 
majority  in  amount  of  the  deposit  receipts  for  any  class  of  securities 
shall  estop  likewise  all  holders  of  the  deposit  receipts  for  securities  of 
that  class,  and  shall  constitute  a  full  ratification  of  the  acts  of  the  Com- 
mittee in  respect  of  such  class  of  securities. 

Twelfth. — After  the  reorganization  shall  have  been  completed  and  all 
dftbts  and  liabilities  incurred  in  connection  therewith  shall  have  been 
paid  or  discharged,  all  moneys,  securities  and  other  property  not  used  or 
required  for  any  purpose  herein  authorized  and  remaining  in  tlie  hands 
of  the  Committee,  are  to  be  transferred  to  or  held  for  the  bencHt  of  the 
New  Company,  under  appropriate  agreements  for  the  protection  and 
indemnity  of  the  Committee. 

Thirteenth. — The   original   of  this   agreement   is   to  be   lodged   with    the 

Trust  Company  of  the  City  of  New  York,  where  it  nuiy  be 

inspected  by  depositors  of  bonds  hereunder.  This  instrument  may  be 
signed  in  several  parts  with  the  same  effect  as  if  all  signatures  were 
hereon. 

Each  Depositary  shall  hold  and  dispose  of,  subject  to  the  order  of  a 
majority  of  the  Committee,  the  bonds  deposited  with  it,  and,  in  acting 
as  Depositary  hereunder,  acts  as  agent  for,  and  is  answerable  to,  the 
Committee  alone. 

A  writing  signed  by  a  majority  of  the  Committee  then  in  office,  or  a 
resolution  certified  by  the  secretary  of  said  Committee,  or  any  member 
thereof,  to  have  been  adopted  by  a  majority  of  the  Committee  then  in 
office  at  any  meeting  thereof,  shall  be  sufficient  evidence  to  the  Depositaiiet^ 
of  any  facts  or  any  action  of  the  Committee  stated  therein,  and  shall  be 
conclusive  evidence  of  any  such  facts  or  action  as  against  all  parties  in 
interest. 

In  witness  whereof,  the  parties  of  the  first  part  (members  of  said 
Committee)  have  hereunto  signed  their  names,  and  the  various  depositors, 
parties  of  the  second  part,  have  hereunto  signed  their  names  and  written 
opposite  thereto  their  respective  addresses  and  the  amount  of  bonds 
deposited  by  them,  respectively,  the  day  and  year  first  above  written. 


REORGANIZATION  OF  CORPORATIONS.         1891 

Address   to    which  Amount    <>f 

Names.  Notices  Are  to  be  Sent.  Secmilics   Dejiosited. 


See  two  forms  next  preceding  and  notes  thereunder. 


Form  2084. 


NOTICE  BY  COMMITTEE  OF  SECURITY  HOLDERS  IN  RE- 
MERGER  AND  REORGANIZATION. 

Southern  Iron  &  Steel  Company. 

Alabama  Consolidated  Coal  &  Iron  Comiiuny. 

To  the  Bondiiolders,  Debenture  Holders  and  Preferred  and  Common  Stock 

Holders  of 

Southern  Iron  &  Steel  Company 

and 

The  Preferred  and  Cf)nnnon  Stock  Holders  of 

Alabama  Consolidated  Coal   &   Iron  Company: 

At  the  request  of  various  classes  of  security  holders  of  both  Companies 

the  undersigned  have  consented  to  act  as  a  Committee  to  formulate  and 

carry  out  a  Plan  involving   (1)    the  merger  of  the  two  Companies  either 

by  direct  ownership  or  through  the  controlling  stock  to  be  acquired  by  a 

New  Company  to  be  formed  for  that  purpose  or  in  such  other  manner  as 

the  Committee  may  determine,  and  (2)   as  an  incident  of  the  said  Merger 

the  Reorganization  of  the  Southern  Iron  &   Steel  Company. 

A  Plan  and  Deposit  Agreement  embodying  the  basis  of  the  proposed 
Merger  and  Reorganization  are  now  in  course  of  preparation  and  will 
shortly  be  filed  with  Bankers  Trust  Company  of  No.  7  Wall  Street,  in 
the  City  of  New  York,  as  Depositary,  under  which  security  holders  will 
be  invited  to  deposit  their  securities  within  the  time  to  be  fixed  in  the 
announcement  that  will  then  be  made. 
Dated,  New  York,  April  6,  1911. 

,  Chairman. 


C-ommittee. 

,  Secretary. 

7  Wall  Street.  New  York. 
See  Cook  on  Corporations,  §  888;  Clark  &  M.,  Corp.,  §  345. 


1892     CORPORATION  FORMS  AND  PRECEDENTS. 

Form  2085. 

NOTICE    OF    COMMITTEE    REPRESENTING    SECURITY 
HOLDERS  REQUESTING  DEPOSITS  OF  SECURITIES. 

Soiithcin  Iron  and  Steol  Company. 
To  Holders  of 

First  and  Refunding  ilortgago  Twenty  Year  Cold  Bonds, 
Six  Per  cent.  Gold  Debentures, 
One  Year   Six  Per  Cent.  Gold  Notes, 
Preferred  Stock, 
Common  Stock: 
Default   having   been   made   in    the   payment   of   interest    on    the    First 
and  Refunding  Mortgage  Bonds  and   on   the   Six  Per  Cent.   Gold  Deben- 
tures   of    Southern    Iron    and    Steel    Company,    the    under.signed,    at    the 
request   of   the   owners  of   a  large   amount   of  securities,   have   consented 
to  act  as  a  committee  for  the  protection  of  the  interests  of  the   holders 
of    said    securities    who    shall    become    parties    to    an    agreement    now    in 
course  of  preparation,  to  be  dated  April  7,  1911. 

Holders  of  said  securities  are  requested  to  deposit  the  same  with  tlio 
Union  Trust  Company  of  New  York,  the  depositary  to  be  named  in  said 
agi"eement.  AU  bonds,  debentures  and  notes  must  be  deposited  in 
negotiable  form,  said  bonds  bearing  the  coupon  which  matured  April 
1,  1911,  and  all  subsequent  coupons,  and  said  debentures  bearing  the 
coupon  which  matured  February  1,  1911,  and  all  subsequent  cou])ons. 
Shares  of  stock  deposited  must  be  duly  endorsed  in  blank  for  transfer 
and  duly  stamped  to  comply  with  the  provisions  of  law.  Certificates  of 
deposit  will  be  issued  for  all  securities  deposited. 

In  the  judgment  of  the  Committee  concerted  action  is  necessary  on 
the  part  of  the  holders  for  the  protection  of  the  securities  above  men- 
tioned, and  the  Committee  therefore  requests  that  said  securities  be 
deposited  at  once.  As  soon  as  the  deposit  agreement  has  been  prepared 
copies  may  be  obtained  from  the  depositary  or  from  the  secretary  of 
the  Committee. 
Dated  New  York,  April  7,  1911. 

,  Cliairman. 


Committee. 

,  Secretary, 

Broadway,  New  York  City. 

Counsel. 

See  notes  under  Forms  20G0,  2062,  supra. 


REORGANIZATION  OF  CORPORATIONS.         189:i 

Form  2086. 

PUBLISHED  NOTICE  BY  REORGANIZATION  COMMITT.FE 

FORMED  BY  MERGER  OF  SEPARATE  COMMITTEES 

OF  REORGANIZATION  AND  MERGER  OF  TV/O 

CORPORATIONS. 

Rporpanization  and   Mcifrer. 
To    tho    Holdors    of    Firsf    and    Rcfundin?    Morlfrn^'o    Twcnly-Vcur    Cold 
Bonds.    Six    Por    Cent.    Gold    DphontniPs,    Ono-Yoar     Six     P'-r    font. 
Secnred    Gold    Notes,    and    C'prtificatos    for    Sliarps    of    Pipfpirc<l    and 
Common  Stock   of  Southprn  Iron   &   Stop]   Company,   and   Certificntps 
for    Sharps    of    Prefprrpd    and    Common    Stock    of    Alaljama    Cons«di- 
datpd  Coal  &  Iron  Company: 
Tlip  nndprsif.'npd,  vho  liprptoforp  constitntpd   spjiarate  Conimittpps.  nhp 
for  the  reorganization  of  Southprn  Tron  &  Stppl  Company  and  its  mci^'pr 
with    Alabama    Consolida<pd    Coal    &    Iron,  Company    and    thp    otlipr    to 
represent   the  security-holdprs   of  Southern   Iron   &   Steel   Company,   have 
now    aprecd    upon    a    plan    and    have    accordin<.dy    niprged.    formin;:    1iii> 
undersigned  Committee.  , 

It  is  the  unanimous  judgment  of  the  members  of  the  Committee,  as  ?i 
result  of  investigations  of  the  properties  of  both  Companies,  that  they 
will  both  be  largely  benefited  by  the  proposed  merger  and  that  the  basis 
of  consolidation  is  just  to  all  interested  security-holders. 

The  Plan  thus  agreed  upon  has  already  received  the  apjiroval  of 
holders  of  large  amounts  of  securities  of  both  Companies  of  all  classes, 
and  has  been  lodged,  together  with  an  Agreement  dated  October  11. 
1911,  under  which  securities  may  be  deposited  with  Bankers  Trust 
Company  (the  Depositary  under  the  Plan  and  Agi-eeraent).  Xo.  7  "Wall 
Street,  in  the  City  of  New  York;  copies  of  the  Plan  and  Agreement 
may  be  had  on  application  to  the  Depositary,  or  to  the  Secretary  of  the 
Committee. 

Holders  of  the  securities  above  mentioned  are  hereby  invited  to  de- 
posit their  spcuritics  under  the  Plan  and  Agreement.  Immediate  con- 
certed action  is  essential  to  the  preservation  of  the  rights  of  tl'mse 
interested  in  the  properties,  and,  for  that  reason,  the  time  for  the 
deposit  of  securities  is  limited  to  November  6,  1911.  after  which  date 
no  securities  will  be  received,  except  in  the  discretion  of  the  Connnittec 
and  upon  such  terms  as  it  may  approve.  Bonds,  debentures  and  notes 
must  be  deposited  in  negotiable  form,  the  bonds  with  the  coupon  due 
April  1,  1911.  and  all  subsequent  coupons  attached,  the  debentures 
with  the  coupon  due  February  1,  1911,  and  all  subsequent  coupons 
attached,  and  the  notes  with  the  coupon  due  April  1,  1911,  and  all  sub 
sequent  coupons  attached.  The  notes  must  be  accompaniid  by  th.- 
bonds  pledged  to  secure  them  bearing  the  coupon  maturing  April  1. 
1911,  and  all  subsequent  coupons  attached.  Certificates  of  stock  must 
be  properly  endorsed  for  transfer  and  duly  stamped. 


1894     CORPOKATION  FORMS  AND  PRECEDENTS. 

The    Depositary    will    issue    to    all    depositors    certificates    of    doposit 
transferable  by  assignnient. 
Dated,  New  York,  October  11,  1911. 

Cliainnan. 


Committee. 

,  Counsel. 

,  Secretary. 

Wall  Street,  New  York. 

Form  2087. 

NOTICE    OF    ELECTION   TO    TERMINATE    DEPOSIT 
AGREEMENT. 

Southern  Iron  &  Steel  Company. 
To  Holders  of  Certificates  of  Union  Trust  Company  of  New  York  Issued 
and  Outstanding  ITnder   the  Deposit  Aoreoment  Dated   April   7.   1911  : 
The    undersigned    Committee    having    determined    it    expedient    to    t<'r 
minate    the     above-mentioned     agreement,     hereby     gives     notice     of     its 
election   so   to   do.     Holders   of   certificates   of   deposit    issued    under   tlif 
agreement,    upon    the    surrender    of    their    certificates    properly    endorsed 
for   transfer,   to   Union   Trust   Company   of   New   York,   at   its   office,   80 
Broadway,    New    York    City,    will    be    entitled    to    receive    in    excliangf 
therefor  the   securities  represented  thereby.     No   charge   is   made   against 
certificate   holders    or    against    the    deposited    securities    for    the    compen- 
sation or  expenses  of  the   Committee. 
Dated,  New  York,  October  11,  1911. 

,  Chairman. 


Committee. 

Form  2088. 

NOTICE  OF  COMMITTEE  OF  THIRD  MORTGAGE  BOND- 
HOLDERS IN  RE  REORGANIZATION. 

Railroad  Company 

■  Third  Mortgage  Bonds. 
To    Holders    of    Certificates    of    De])osit    for    Third    Mortgage    Bonds    of 

Railroad  Company  Deposited  Under  the  Bond 

holders'  Agreement  Dated  April  30,  1910: 
Notice    is    hereby   given   that    a    plan    for    the    reorganization    of    the; 


REORGANIZATION  OP  CORPORATIONS.         1895 

afTairs  of  tlic    Iliiilroad  ('ompiuiy  has  Itccii   foniiiilatcd 

and    ad<)|)tod    by    the    uiidcr.si<(Tied    Committee,    and    that    a    ccnv    of    8aid 

plan  has  boon  filod  with  'J'lio   Trust  Company  of  Now 

York,     the    depositary     iiiider     the     above-mentioned     agreement,     at     its 

oflTice,  No Street,  in  the  City  of  New  York.     .\iiy  rojiin- 

tered    holder    of    a    certificate    of    deposit    represent ing    Third    Mortjrage 

Bonds  may,  within  twenty  days  from  this  date,  file  witli  The   

Trust  Company  of  New  York  notice  in  writing  that  said  holder  dissent ■< 
from  said  jilan.  Unless  witliin  such  perit)d  of  twenty  days  liohlers  of 
outstanding  certificates  of  deposit  representing  fifty  jjer  cent,  in  face 
amount  of  deposited  Third  Mortgage  Bonds  and  defaulted  coupons  sliall 
file  such  notice  of  dissent,  said  plan  shall  be  binding  on  all  holders  of 
certificates  of  depo.sit  representing  Third  Mortgage  Bonds  and  defaulted 
coupons,  as  provided  in  said  agreement. 

All    Third    Mortgage    Bondholders    who    have    not    yet    deposit e.l    their 
bonds,    but    wi.sh    to    participate    in    the    plan,    must    deposit    their    bunds 

with  all  defaulted  coupons  with    the  doi)ositary.  The    Trust 

Comjiany  of  New  York  on  or  before  June  1,  1911,  after  whicli  date  no 
further  deposits  of  bonds  will  be  received  for  any  reason  what.soever. 
and  at  the  time  of  deposit  must  pay  to  said  Trust  Company,  ff)r 
the  account  of  the  Committee  and  as  a  condition  for  permitting  such 
deposit,  an  amount  in  cash  at  the  rate  of  $25  for  each  $1,000.  par  value, 
of  bonds  so  deposited.  All  h<»lders  so  depositing  will  be  deemed  thereby 
to  assent  to  the  plan.  and.  in  the  event  said  plan  shall  bo  abandoned  or 
no  securities  are  provided  thereunder  in  exchange  for  Third  ^Mort- 
gage  Bonds  hereafter  deposited,  the  amovmt  of  cash  so  paid  and  the 
amount  of  bonds  and  coupons  so  deposited  will  be  returned  upon  sur- 
render of  the  certificates  of  deposit  representing  the  bonds  so  deposited. 


Committee  of  Third  ^lortgage  Bondholders. 
Dated.  New  York.  Maj  11.  1911. 
See  notes  under  Forms  2060,  2062,  supra. 

Form  2089. 

NOTICE  OF  PROTECTIVE  COMMITTEE  OF  INCOME 
BONDHOLDERS. 

To  the  Holders  of  the 

Income  Bonds  of  the    Company : 

The  undersigned,  representing  about  onethinl  of  the  entire  issue  of 
the  above  bonds,  have  constituted  themselves  a  committee  for  concerted 
action  looking  to  the  protection  of  these  bonds,  which,  in  our  opinion, 
are  being  subordinated  by  the  present  management  of  the  Company  to 
the   interests  of  the   common   stockholders.     We   are   advised   bv   Messrs. 

of  Philadelphia ;    of  New  York ;    an<l 

of   Baltimore,   that   under   the    facts   presented    to    them    the 

terms  of  the  securing  the.  income  bonds  do  not  warrant  the  non-payment 
of  the  coupons  which  are  now  in  default.  Such  persons  as  desire  to 
join  with  this  committee  and  share   the  benefits  of  concerted  action  are 


1896     CORPORATION  FORMS  AND  PRECEDENTS. 

requested  to  deposit  their  bonds,  with  coupons  attached,  wiili  the 
Ti-ust  &  Guarantee  Company,  for  which  nc<^otiablo  certifi- 
cates will  be  issued,  and  application  will  be  made  as  soon  as  practicable 
to  have  such  certificates  listed  on  the Stock  Exchange. 

An  agreement  providing  the  conditions  upon  which  deposits  of  bonds 
may  be  made  and  establishing  the  powers  of  the  committee  and  the 
depositary  has  been  prepared,   dated   February   25,   1905,  copies   of  wliicli 

may  be  obtained  at  the  office  of  the  depositary,  the Trust 

&  Guarantee  Company.  » 

In  view  of  the  necessity  for  prompt  action,  it  is  recjuested  that  tiie 
holders  of  these  bonds  deposit  the  same  and  execute  the  agreement  not 

later  than  ,19 

,  Chairman. 


Form  2090. 
NOTICE    OF    CALL    OF    INSTALMENTS    UNDER    REOR- 
GANIZATION  AGREEMENT   AND   NOTICE    TO 
HOLDERS  OF  SECURITIES  NOT  DEPOSITED. 

The   Company 

Reorganization. 
To  Holders  of  Certificates  of  Deposit  for  Preferred  and  Common  Stock : 
Notice  is  hereby  given  that  the  final  instalment  of  Five  Dollars  per 
share,  on  account  of  the  total  payment  of  Ten  Dollars  per  share  retiuiied 
by  the  Plan  and  Agreement  of  Reorganization,  as  modified  September 
26th,  1910,  as  a  condition  of  participation  therein  by  holders  of  IVe- 
ferred    and    Common    Stock,    is    hereby    called,    to   be    paid    at    the    ollice 

of Trust  Companj',  Depositary,  on  or  before  March  6th, 

1911.  At  the  time  of  such  payment.  Certificates  of  Deposit  must  be 
surrendered  in  exchange  for  "Certificates  of  Deposit  and  Full  Paid 
Subscription  Receipts." 


To  Holders  of  First  Mortgage  5%  Bonds  Not  Deposited  Under  Plan  of 
Reorganization : 

Notice  is  hereby  given  that  holders  of  First  Mortgage  5%  IJonds. 
who  have  not  deposited  their  Bonds  under  the  Plan  and  Agreement 
of  Reorganization,  as  modified  September  26th,  1910,  may  do  fjo  ou 
or  before  March  6th,  1911,  at  the  oflice  of Trust  Com- 
pany, Depositary,  but,  in  accordance  with  piddished  notice  dated  Sep- 
tember 29th,  1910,  only  upon  payment  of  a  penalty  of  Five  Dollars  on 
each  Bond.  The  Committee  may,  in  their  discretion,  waive  penalty, 
upon  good  cause. 

After  March  6th,  1911,  Bonds,  although  with  tender  of  penalty,  will 
be  accepted  only  at  the  discretion  of  the  Committee. 


To  Holders  of  Preferred  and  Common  Stock  Not  Deposited   Under   Phni 
of  Reorganization: 
Notice  is  hereby  given  that  holders  of  Preferred  and  Common  Stock, 


REORGANIZATION  OP  CORPORA Tinxs.         lSf)7 

\\ho  have  not  deposited  their  stock  niider  tlic  l^hin  and  .A;.'reeiiii'nt  <if 
Reor;;ani/,ation.    as    modified    Septemi)pr    26th,    1910,    may    ilcposit    stock 

on   or   before  March   6th,   1911,   at   tlie   office   of    Trust 

Company,  Depositary,  but  in  accordance  with  published  notice  dated 
Septeraber  29,  1910,  onlj'  upon  payment  of  a  penalty  of  Fifty  Cents  on 
each  share  of  stock.  The  Committee  may,  in  their  discretion,  waive 
penalty,  upon  good  cause. 

At  the  time  of  deposit  of  Preferred  or  Common  Stock,  the  first  in- 
stalment of  Five  Dollars  per  share,  part  of  the  full  payment  of  Ten 
Dollars  per  share.,  required  under  the  said  Plan  and  Agreement  as  modi- 
fied, as  a  condition  of  participation  therein  by  holders  of  Pri-fcrred  and 
Common  Sfock,  must  be  paid.  Payment  of  the  final  instalment  of  Fivf 
Dollars  per  share  nuist  be  made  on  or  before  March  6th,  1-9]  1.  as  ]i(r 
above  first  notice;  and  if  the  original  deposit  be  made  on  that  day,  the 
entire  payment  of  Ten  Dollars  must  then  be  made. 

After  March  6th,  1911,  stock,  although  with  tender  of  penalty  and 
of  full  payment  of  Ten  Dollars  per  share,  will  be  accepted  only  at  tin' 
discretion  of  the  Committee. 

New  York,  February  3d,  191L 


Committee. 

Trust  Company, 

Depositary, 

Street,  New  York  City. 

See  Cook  on  Corporation,  §  888;   Clark  &  M.,  Corp.,  §  34r)li;   and   notes 
to  Forms  2060,  2062,  supra. 

Form  2091. 

NOTICE   OF  STOCKHOLDERS'   COMMITTEE   IN  REFER- 
ENCE TO  DEPOSIT  OF  STOCK  UNDER  PLAN  OF 
REDUCTION  OF  CAPITAL  STOCK. 

C<jmpany. 

Proposed  Reduction  and  Readjustment  of  Capital. 

,    19...  . 

To  the  Stockholders: 

The  imdersigned  have  been  requested  by  the  holders  of  a  large  amount 
of  each  class  of  stock  of  the  Company,  with   the  approval   of  the   Board 

of  Directors,  to  act  as  a  committee  under  an  agreement  dated   

19. . .  .,  which  is  deposited  with  The   Trust  Company  of 

,  to  carry  into  effect  the  following  proposed  plan  for  the 

reduction  and  readjustment  of  capital: 

The  readjustment  capital  is  to  be  about  $15,000,000  of  stock,  to  be  divided 
and  distributed  as  follows: 
Preferred  stock,  having  a  preference  as  to  assets  as  well   as 

dividends,  dividend  rate  to  be  limited  to  four  per  cent,  for 

two  years  and  to  six  per  cent,  thereafter,  preferred  as  to 


1898     CORPORATION  FORMS  AND  PRECEDENTS. 

dividends   and   assets,   cumnlative   from   October    1.   19...., 
dividends  payable  semi-annually,  to  be  issued   in   exchange 

for  existing  preferred  stock   at   62    $  8,952,800 

Common   stock   to   be   issued   in    exchange    for   existing   com- 
mon stock   at  44    5,896,000 


Total  to  be  issued  to  existing  stockholders   '  $14,848,800 

To  remain  in  the  treasury : 

Preferred  stock    (about)    47,200 

Common  stock    (about)    104,000 


Total      $15,000,000 

The  committee  have  agreed  to  act  without  compensation.  Stock- 
holders desiring  to  participate  in  the  plan  should  become  parties  to  the 
agreement   by    depositing   their    stock   certificates,    endorsed    for    transfer 

in  blank,  with  The Trust  Company  of , 

Street, ,  on  or  before ,19  Certificates  of 

deposit  will  be  issued  by  said  trust  company  in  siich  denomination  as 
the  depositing  stockholders  may  designate.  Copies  of  the  plan  and 
agreement  have  been  mailed  to  each  stockholder  of  record  at  his  last- 
known  address,  and  may  also  be  obtained  by  stockholders  at  the  ofTico 
of  said  trust  company. 


Stockholders'  Committee. 
See  note  to  form  next  preceding. 

Fonn  2092. 

NOTICE  OF  EXTENSION  OF  TIME  TO  DEPOSIT  STOCK 

UNDER  PLAN  OF  REDUCTION  AND 

READJUSTMENT. 

Company. 

Proposed  Reductions   and  Readjustment  of  Capital. 

,    ,   19 

At  the  request  of  a  number  of  stockholders  who,  by  reason  of  absence 
or  otherwise,  have  been  unable  to  deposit  their  stock  under  the  plan 
and  agreement  for  the  reduction  and  readjustment  of  the  capital   stock 

of  the Company,  the  committee  have  extended  the  time 

for  the  deposit  of  stock  until ,  19 Stockholders  desir- 
ing   to    participate    in    the    plan    should    deposit    their    stock    certificates 

properly  endorsed  in  blank  with  the  depositary,  The Tnisl 

Company  of ,  No Street, ,  ])ri<>r 


REORGANIZATION  OF  CORPORATIONS.         1899 

to    ,   19 Copies   of   the    iilaii    and   ii;irc('iiM'Ml    caii    Lto 

obtained  fiuiii   tlie  depositary. 


(  !i:iii'iiiaii, 


iSecretaiy. 
Coiniiiittee. 


See  note  to  Form  2090,  supra. 


Form  2093. 

NOTICE  OF  COMMITTEE  IN  REFERENCE  TO  PLAN  OF 

REDUCTION  AlviD  READJUSTMENT  OF 

CAPITAL  STOCK. 

,  Company. 

Reduction  and  Readjustinent  of  Capital  Stock. 

More  than  two-thirds  of  oacli  class  of  the  capital  stock  of  the  Com- 
pany having  been  deposited  under  the  plan  of  Reduction  and  Readjust- 
ment, dated    ,  19....,  and   this   Plan   having  been  declared 

operative,   the   Committee   have   extended   the    time    for    fuithcr   dejxisits 
of  stock  to  and  including ,  19 

The Trust  Company  Certificates  of  Deposit  have  been  ad- 
mitted to  quotalion  upon  the  Unlisted  Department  of  the  New  York 
Stock  Exchange. 


Chairman, 


Secrelarv. 
Conunittee. 
See  notes  to  Forms  2060,  2062,  stipra. 

Form  2094. 

NOTICE  OF  REORGANIZATION  COMMITTEE  REQUEST- 
ING DEPOSITS. 

To  the  Holders  of  Income  Ronds  and  Stockholders  of  The   

Company: 

Receivers  have  been  appointed   for  the  projierty  of   the    

Company.     The    undersigned   have   consented   to   act   as   a   Committee   to 


1900     CORPORATION  FORMS  AND  PRECEDENTS. 

look  after  and  protect  the  interests  of  the  Income  ]5ondholders  and  the 
Stockholders  of  the  Company.  This  Committee  has  prepared  an  agree- 
ment dated ,  19 ,  under  which  it  will  act,  a  copy  of  which 

can  be  procured  at  the   Trust  Company,    Broadway, 

Xew  York  City,  or  will  be  sent  to  any  Income  Bondholder  or  Stock- 
holder upon  application  to  the  Secretary  of  this  Committee.  All  Income 
Bondholders    and    all    Stockholders    are    entitled    to    become    parties    to 

said  agreement  by  sending  their  bonds  or  stock,  or  both,  to- said 

Trust  Company,  which  will  issue  its  negotiable  receipts  therefor.  The 
ability  of  the  Committee  to  protect  the  Income  Bondholders  and  llie 
Stockholders  will  largely  depend  upon  the  amount  of  income  bonds 
and  the  number  of  shares  of  stock  so  deposited,  and  it  is  therefore 
important  that  all  Income  Bondholders  and  all  Stockholders  should  im- 
mediately cooperate  by  sending  tlieir  bonds  and  stock  to  said  Depositary. 

Bonds  and  Stock  should  be  deposited  on  or  before    ,  19 ...  . 

No  Income  Bondholder  or  Stockholder  will  be  entitled  to  the  benefit  of 
any  plan  and  agreement  that  shall  be  formulated  by  the  Committee  for 
the  reorganization  of  said  Company  or  for  the  purchase  of  -its  property 
or  otherwise,  unless  he  shall  deposit  his  bonds  or  stocks  with  said  De- 
positary before  the  date  above  named. 

NewYork  City, ,  19 


Chairman, 

of &  Co.,  Bankers,  New  York. 

Bldg.,  Philadelphia. 


Vice-President Trust  Co.,  New  York. 

Committee. 


Counsel,  New  York. 


Secretary,   ....   Broadway,  New  York. 
See  notes  to  Forms  20G0,  2062,  supra. 


Form  2095. 


NOTICE  BY  REORGANIZATION  COMMITTEE  REQUEST- 
ING DEPOSITS— (ANOTHER  FORM). 

To  the  Holders  of  Income  Bonds  and  Stockholders  of  Tlie 

Company : 
Foreclosure  proceedings  having  been   commenced   imdfr   the   first  mort- 
gage   of   your    company,    it    becomes    inii)erative    that    all    Income    Bond- 
holders   and    Stockholders    who    desire    to    preserve    tlicir    equity    slioulu 

immediately  deposit  their  bonds  and  stock  with  the Trust 

Company,    Depositary,    ....    Broadway,    New    York.      Deposits    must    be 


KEOliCAXlZATION  OF  COHi'uKATlOXS.  IDO] 

iiiiide  on  or   bofore   April   l-^t   noxt,  aftor   wliich   date  no   dojKmits   will    Ii.' 
received. 
New  York,  March  21,  1905. 


Chuiniiiin, 
of   Bankers,  New  York. 


I'.jdg..   I'liiliid.-lplii.-i. 


Vicc-Presidciil    Trust    Co..    X.    Y. 

Coininittec. 


Counsel,   New   York. 


Secretary,   ....   Broadway,  New  York. 
See  notes  to  Forms  2060,  2062,  supra. 

Form  2096. 

NOTICE    OF    BONDHOLDERS'    COMMITTEE    REQUEST- 
ING DEPOSIT  OF  BONDS. 

Company. 

Reorganization   Notice. 
Holders   of  Bonds   of  the   above  Company  are   notified   that   a   plan   of 
reorganization    has    been    formulated,    and    that    in    order    to    parti'^ipate 

therein  First  Mortgage  Bonds  must  be  deposited  with  Tiie   

Trust  Company  of  New  York  and  Income  Bonds  with  the   

Triist  Company,  New  York,  on  or  before  December  27th,  1905.  A  major- 
ity of  both  issues  has  already  been  deposited.  The  early  sale  of  the 
jdants  under  foreclosure  proceedings  makes  jnonipt  action  necessary. 
Copies  of  the  plan  giving  terms  of  reorganization  may  be  obtained  from 
the  depositaries  or  from  the  undersigned. 


Cliairuiiin. 


Secretary. 
First  Mortgage  Bondholders'  Protective  Committee. 

Form  2097. 

NOTICE    OF    REORGANIZATION    COMMITTEE    DECLAR- 
ING PLAN  OPERATIVE. 

Reorganization    Company. 

Notice    is    hereby     given    that     the     Plan    of    Reorganization    of    the 

Company,  dated .,  19.  . .  .,  having  been  assented 

to  by   the  Holders   of   ninety-four-  per   cent.    {di%)    of   the   outstanding 


1902      CORPORATION  FORMS  AND  PRECEDENTS. 

Bonds,  ninety-three  and  one-half  per  cent.  (93''^%)  of  the  onlslaiidiii'i 
Preferred  Stock  and  ninety-seven  per  cent.  (97%)  of  the  milstaiuliuii 
Common  Stock  of  said  Company,  the  f.eorganization  CoinniiLlfM'  hnvc 
doohared  said  Phin  of  Reorganization  operative,  and  have  authorized  and 
directed  the  carrying  into  eflfeet  thereof.  In  order  to  enable  those  who 
have  not  as  yet  deposited  their  securities  to  become  parties  to  said 
Plan  and  to  partici])ate  in  the  benefits  and  advantages  thereof,  the  Com- 
mittee  have   authorized   The    Trust   Company,   De])ositary 

under  the  said   Plan,   to  continue   to  accept  deposits  of  Securities   up   to 

and  including ,  19.  .  .  .,  after  which  time  deposits  will  only 

be  received  in  the  discretion  of  the  Committee  and  upon  such  penalties 
as  the  Committee  may  see  fit  to  impose. 

Reorganization  Committee, 

By  

Secretary. 

Form  2098. 

NOTICE    OF    COMMITTEE    DECLARING    PLAN    OPERA- 
TIVE, AND  EXTENDING  TIME  FOR  DEPOSITS. 

Consolidated  Cotton  Duck  Company. 
To  the  Holders  of  Income  Bonds  of  the 

■ Cotton  Duck  Company. 

To  the  Holders  of  Preferred  and  Common  Stock  of  the 

Cotton  Duck  Corporation. 

Upwards  of  three-fourths  of  each  class  of  securities  having  assented  to 
the  Plan  and  Agreement  dated  May  8th,  1905,  the  Committee  has  declared 
the  Plan  operative  and  has  caused  a  new  company  to  be  duly  organized  to 
take  over  the  deposited  securities. 

Notice  is  hereby  given  that  the  time  for  the  deposit  of  securities  under 

the  Plan  and  Agreement  has  been  extended  to  and  including  the 

day  of ,19 There  will  be  no  further  extensions  of  the 

time  for  deposits,  and  no  such  deposits  will  be  received  after , 

19 .... ,  except  under  such  penalty  as  the  Committee  may  prescribe. 
Copies  of  the  Plan  and  Deposit  Agreement  may  be  had  on  ajiiilicafion  to 

The ,  Trust  Company, Depositary ;  the 

Trust  Company,   ,  Sub-De])()sitary,  or  the 

Chairman  or  Secretary  of  the  Committee. 
Dated, ,  19 


. ,  Chairman; 


Committee. 

,  Secretiuy, 

and    .' Sts., 


CounseL 


EEORGANIZATION  OP  CORPORATIONS.         VM) 

Form  2099. 

NOTICE     OF     COMMITTEE     DECLARING     PLAN     AND 

AGREEMENT   FOR   REORGANIZATION    OPERATIVE, 

AND     REQUIRING     DEPOSIT     OF     SECUEITIES 

WITHIN  SPECIFIED  TIME  UNDER  PENALTY. 

The Fuol  Coin|iiiny   (of ) 

Railroad    Company,    Santa     Vp,    etc.,    Railroad    Coiiijiiiiin  .    S;iiila     l> 

Liberal,  etc.,  Railroad  Company,   WUrk^  (  iiiii|.;iny 

of 

To  the  Holders  of  the  P^rst  Mortgage   5%    Bonds  and  ronnnon   Stock    of 
the  Above-named  Companies: 
Notice  is  hereby  given  that  the  Plan  and  .Agrooinent  of  Reorganization, 
bearing  date  the  21st  day  of  July,  1910,  lias  this  day  been  dcfjared  opera- 
tive pursuant  to  the  provisions  thereof. 

Notice  is  also  hereby  given  that  the  holders  of  the  First  Mortgage  5% 
Bonds  and  of  the  Common  Stock  of  the  aliove-named  Companies  who  have 
not  deposited  and  desire  to  deposit  their  bonds  and  stock  under  the  said 
Plan  and  Agreement  of  Reorganization  must  do  so  on  or  before  .July  1st. 

1911,  at  the  ofiice  of  the  Trust  Company  of Depositarv, 

No Wall  Street,  New  York  City.     That  after  said  date  bonds 

and  stock  of  said  Companies  will  be  received  by  said  Depositary  only  uj)on 
payment  of  a  penalty  of  Five  dollars  on  each  bond,  and  Two  dollars  on 
each  one  hundred   shares  of  stock   or  proportion   thereof. 

After  July  1st,  1911,  bonds  and  stock  although   with  tender  of  penalty 
will  be  accepted  only  at   the  discretion  of  the  Committee. 
Dated,  New  York,  May  17tli,  1911. 

,  Chairman, 


Committee. 

Secretary. 

See  Cook  on  Corporations.  §  888:  Clark  &  M.,  Corp.,  §  3450.  h. 

Form  2100. 

PUBLISHED    NOTICE    OF    ADOPTION    OF    PLAN    AND 
AGREEMENT  FOR  PROTECTION  OF  BONDHOLDERS. 

Conlage   Company 

First  Mortgage  Bondholders. 
Notice  to  the  Holders  of  Certificate  of  Deposit  Issued  Under  tin-  Depositarv 
Agreement  Dated  December  21st,  1910. 
The  Protective  Committee,  acting  under  and  pursuant  to  the  above- 
mentioned  agreement,  has  approved  and  adopted  a  plan  and  agreement  for 
the  protection  of  the  first  mortgage  bondholders  and  has  filed  a  copy 
thereof  with  the  depositary,  the  Trust  Company  of  New 


1904     CORPORATION  FORMS  AND  PRECEDENTS. 

York.  Copies  of  this  plan  and  ajirooTnent  may  ho  ohtaincd  from  the  de- 
positary and  also  at  the  office  of  the  Committee  at  No 

Street,  New  York  City. 

All  first  mortgage  bondholders  who  have  not  yet  depositea  tneir  bonds 
under  the  aforesaid  depositary  agreement  may  become  parties  to  tlio  ]>laii 
and  agreement  by  depositing  their  bonds,  accompanied  by  the  conpoii  iiuiliu 

ing  April  1st,  1910,  and  all  subsequent  coupons,  ^vith  the Trust 

Company  of  New  York, Broadway,  New  York  City,  receiving 

certificates  of  deposit  therefor  under  the  said  agreement  of  December  21st, 

1910,  with  proper  endorsement  thereon,  showing  that  the  holder  of  such 
certificates  has  irrevocably  assented  to  the  said  plan  and  agreement  of  ])r(i- 
tection.     All  deposits  must  be  made  not  later  than  the  15th  day  of  .hino, 

1911.  After  this  date  no  further  deposits  will  be  received  save  at  the  op- 
tion of  the  Committee  and  upon  such  terms  as  it  may  impose. 

Dated,  New  York,  May  24th,  1911. 


. ,  Cluiirman; 


Protective  Coiiiiiiittee, 
St.,  New  Y^ork  City. 


. . .,  Secretary. 
.,  of  Counsel. 


Form  2101. 
NOTICE  OF  ADOPTION  OF  BONDHOLDERS' 

AGREEMENT. 

To  the  Holders  of 
Debenture   Bonds,   "Series   B." 

Notice  is  hereby  given  that  the  Bondholders'  Agi-eement  dated  

19....,  for  the  purpose  of  seeuring  an  adjustment  of  the  claims   for  in- 
terest upon  Debenture  Bonds,  "Series  B,"  of  the Co«ipany, 

has  become  binding  and  effective  by  the  execution  tliereof  by  tlie  owners 
of  the  requisite  number  of  said  bonds. 

Any    additional   bondholders   desiring   to    join    in    these    proceedings   are 
requested  immediately  to  sign  the  said  agi-eement,  copies  of  which  may  be 

obtained,  on  application,  from   ,  No 

Street,   ,  or  at  the  office  of  tlie   

Trust  Company,  No Street,   


Counsel.  Street, 


St.. 


Secretary.  SI reet, 


REORGANIZATION  OP  CORPORATIONS.         1905 

Form  2102, 

NOTICE  OF  ADOPTION  BY  COMMITTEE  OF  PLAN  AND 
AGREEMENT  FOR  REORGANIZATION. 

Coal   and  Coke   Company. 

To  HoldiMs  of  Certificates  of  Deposit  of  the  Consolidated  First  and  C<dlat- 

eral  Trust  Gold  Bonds  of  the    Coal  and  Coke  Company 

Deposited  under  the  Deposit  Agreement  dated ,  19 

Notice  is  hereby  given  that  a  Plan  of  Reorganization  has  been  approved 
and  adopted  by  the  undersigned  Committee  and  that  a  copy  thereof  has 

i)een  filed  w  ith  the   Trust  Company  of  New  York,  the 

depositary  under  said  Deposit  Agreement,  at  its  office,  No 

Street,  in  the  City  of Any  registered  holder  of  a  Certificate 

of  Deposit  under  said  Deposit  Agreement  may  at  any  time  on  or  Vjefore 
June  10,  1911,  file  with  the  undersigned  committee  at  the  oifice  of  said 
Depositary  written  notice  of  his  dissent  from  said  Plan.  Unless  on  or 
before  June  10th,  1911,  holders  of  outstanding  Certificates  of  Deposit  rep- 
resenting at  least  one-third  in  face  amount  of  the  deposited  Consolidated 
Bonds  shall  file  such  notice  of  dissent  said  Plan  shall  become  effective  and 
binding  on  all  holders  of  Certificates  of  Deposit  as  provided  in  said  De- 
posit Agreement. 

Holders  of  said   Consolidated   Bonds  wlio   have   not  yet    dcjiosited   their 
bonds  but  wish  to  participate  in  the  Plan  must  deposit  the  same  with  all 

defaulted  coupons  with  said  Depositary  on  or  before   , 

19 .... ,  after  which  date  no  further  deposit  of  such  bonds  will  be  received. 
An  assessment  of  12%%  upon  the  face  value  of  the  outstanding  Con- 
solidated Bonds  has  been  provided  for,  payable  in  three  in.stalraents  as 
follows:  2iA%  on  or  before  June  15,  1911,  5%  on  or  before  June  30. 
1911,  and  the  remaining  5%  within  the  time  thereafter  fixed  therefor  by 
the  Couunittee.  Printed  copies  of  this  plan  may  be  obtained  from  the 
Secretary. 

,  Chairman. 


Committee. 
Secretary. 


Street, 


Counsel. 
Dated   , ,  19...^ 


1906     CORPORATION  FORMS  AND  PRECEDENTS. 

Form  2103. 

NOTICE  OF   MODIFICATION   OF  REORGANIZATION 

PLAN. 

To    Holders    of    Certificates    of   Deposit    of    Bankers'    Trust    Company    (of 
Xew  York)    for  Shares  of  Preferred  and  Common  Stock   of  Alabama 
Consolidated  Coal  &  Iron  Company,  Deposited  Under  Play  and  Ajjree- 
ment   for   the   Merger   and   Reorganization    of   Alabama   Consolidated 
Coal  and  Iron  Company  and  Southern  Iron  and  Steel  Company,  dated 
October  11,  1911: 
The    undersigned    Committee    has    been    informed    (hat    certain    agree- 
ments haA^e  been  executed  between  holders  of  the  preferred  and  common 
stock   of   Alabama    Consolidated   Coal    &   Iron    Company    altering,    as   be- 
tween the  parties  thereto,  the  relative  proportions  of  new  securities  dis- 
tributable to  them  under  the  Plan  dated  October  11,  1911. 

While  refusing  to  be  aflfected  by  any  agreement  made  between  depos- 
itors, the  undersigned  Committee,  believing  that  all  depositors  of  the 
same  class  should  be  treated  alike,  at  the  request  of  the  holders  of  a 
large  amount  of  stock  of  Alabama  Consolidated  Coal  &  Iron  Company,  has 
determined  to  modify  said  Plan.  Accordingly,  notice  is  hereby  given  that 
the  undersigned  Committee,  acting  under  said  Plan  and  Agreement 
aforesaid  pursuant  to  the  powers  conferred  upon  it  by  paragraph  Eighth 
of  said  Agreement,  has  modified  said  Plan  as  follows: 

(1)  Depositing  preferred  stockholders  of  Alabama  Consolidated  Coal 
&  Iron  Company  will  receive  1.50%  in  new  preferred  stock  and  30%  in 
new  common  stock,  in  lieu  of  150%  in  new  preferred  stock. 

(2)  Depositing  common  stockholders  of  Alabama  Consoli-dated  Coal  & 
Iron  Company  will  receive  122%  in  new  preferred  stock  and  100%  in 
new  common  stock,  in  lieu  of  122%  in  new  preferred  stock  and  115%  in 
new  common  stock. 

(3)  Depositing  common  stockholders  of  Alabama  Consolidated  Coal  & 
Iron  Company,  upon  payment  in  cash  of  50%  (instead  of  80%)  of  the  par 
Value  of  their  respective  shares,  will  be  entitled  to  subscribe  pro  rata 
for  $1,250,000  (instead  of  $2,000,000)  face  amount  of  new  bonds,  $312,500 
(instead  of  $500,000)  par  value  of  new  preferred  stock,  and  $1,250,000 
(instead  of  $2,000,000)   par  value  of  new  common  stock;  and 

(4)  Depositing  preferred  stockholders  of  Alabama  Consolidated  Coal 
&  Iron  Company,  upon  payment  in  cash  of  60%  of  the  par  value  of  their 
respective  shares,  will  be  entitled  to  subscribe  pro  rata  for  $750,000  face 
amount  of  new  bonds,  $187,500  par  value  of  new  preferred  stock,  and 
$750,000  par  value  of  new  common  stock. 

A  statement  of  said  modifications  of  said  Plan  and  Agreement  has  been 
signed  by  the  Committee  and  filed  with  Bankers'  Trust  Company,  in  the 
City  of  New  York,  the  Depositary  under  said  Plan  and  Agreement.  Said 
statement  may  be  inspected  during  business  hours  at  the  oflice  of  said 
Depositary. 

Holders  of  certificates  of  deposit  for  common  stock  of  Alabama  Con- 
solidated Coal  &  Iron  Company  may  within  21  days  after  December  6, 
1911  (the  date  of  the  first  publication  of  this  notice),  upon  surrender  of 
their  respective  certificates  of  deposit  to  the  Depositary  and  upon  pay- 
ment of  the  sum  of  fifty  cents  in  respect  of  each  share  of  said  common 


REORGANIZATION  OF  CORPORATIONS.         1907 

stock  roprcscnted  thereby  (heirif;  tlie  proiKirtionali-  <'niil  i  iljulion  nf  cneh 
such  share  towards  the  compensation  and  expenses  (if  tlic  (VMnniiftee). 
withdraw  from  said  Plan  and  Agieement;  and  tlierebv  shall  be  entitled 
to  receive  certificates  for  shares  of  common  stock  of  Alabama  Consoli- 
dated Coal  &  Iron  Company  to  the  amount  represented  by  their  respec- 
tive certificates  of  deposit. 

All  holders  of  such  certificates  of  deposit  who  d(»  not  surrender  the 
same  and  withdraw  within  said  period  of  21  da^'s  the  shares  of  stock 
represented  thereby  shall  lie  conclusively  deemed  to  have  assented  to 
said  modifications  of  said  jdan  and  shall  be  bound  thereby  as  fully  iiini 
effectively  as  if  they  had  respectively  actually  assented   thereto. 

,  Chairman, 


Committee. 

,  Counsel. 

Secretary, 

^^  all  Street,  New  York  City. 

Dated  December  C,  1911. 

Form  2104. 

NOTICE  OF  EXTENSION  OF  TIME  FOR  DEPOSIT  UNDER 
PLAN  OF  REORGANIZATION. 

C()in|iany. 

To  the  Holders   of  ^'otin^,'  Trust  Certificates   for   Preferred   and   Common 
Stock: 

Upwards  of  a  majority  of  each  class  of  outstandiufj:  stoci-;  repr(>sented 
by  voting  trust  certificates  having  been  deposited  under  the  proposed 
plan  of  reorganization,  and  it  having  been  represented  to  the  committee 
that  the  certificates  are  widely  scattered,  and  that  a  large  uunilter  of  the 
holders  thereof  are  desirous  of  depositing  the  same,  the  time  within  which 
such  certificates  maj'  be  deposited  is  hereby  extended  until  and  including 
,19 

Holders  of  the  voting  trust  certificates  as  yet  undeposited  are  notified 
to  deposit  the  same,  endorsed  in  blank  and  accompanied  by  the  ])ayment 
of  the  first  instalment  of  the  assessment  as  called  for  by   t!u'  plan,  with 

the Trust  Company not  later 

than   ,  19....,  after  wliich   date   the  eiuiniiittee   reserves   the 

right  to  refuse  to  receive  such  deposits. 

Cliainiian, 


Committee. 
. ,  Secretary. 


1908     CORPORATION  FORMS  AND  PRECEDENTS. 

Form  2105. 

NOTICE    OF   RESOLUTION   TO   EXTEND   TIME    TO   DE- 
POSIT STOCK  IN  ORDER  TO  PARTICIPATE 
IN  REORGANIZATION. 

To  the  Preferred  and  Common  StoekholiUMs  of  the  Alabama  Consolidtitcd 
Coal  &  Iron  Company: 

At  the  meeting  of  this  Committee  held  on  January  4tli,  1913,  the 
following  resolution  was  unanimously  adopted: 

Whereas  considerably  more  than  a  majority  of  the  Preferred  Stock- 
holders of  the  Alabama  Consolidated  Coal  &  Iron  Company  have  assented 
to  the  plan  submitted  by  this  Committee,  dated  December  ISth,  1912. 
and  only  a  comparatively  small  number  of  the  Common  stockholders 
have  assented  thereto: 

Therefore,  be  it  resolved,  that  the  time  for  receiving  assents  to  the 
aforesaid  plan  be  extended  until  3  P.  M.  January  15th,  1913.  All 
stockholders  will  take  notice  that  this  will  be  the  last  extension  of  time 
for  participation  in  the  benefits  of  the  plan  made  by  this  Committee, 
and  that  the  Committee  will  endeavor  promptly,  at  the  expiration  of  the 
date  named,  to  have  underwritten  the  full  amount  which  may  be  required 
to  carry  out  said  plan  for  the  benefit  of  the  assenting  stockholders. 

,  Chairman, 


Secretary. 
See  Cook  on  Corporations,  §  888;  Clark  &  M.,  Corp.,  §  34.5g,  h. 

Form  2106. 

NOTICE  OF  EXTENSION  OF  TIME  TO  DEPOSIT  SECUR- 
ITIES UNDER  REORGANIZATION  AGREEMENT. 

Reorganization. 

Company. 

The Trust  Company, Street,  announces  that 

nearly  85  per  cent,  of  the  bonds,  75  per  cent,  of  the  preferred  stock  and 
over  60  per  cent,  of  the  common  stock  have  already  been  deposited  under 
the  Plan  of  Reorganization. 

The  time  to  deposit  has  been  extended  to ,  19 after 

which  date  securities  will  only  be  received  under  such  penally  as  the  Com- 
mittee may  prescribe. 


Secretary  of  the  Committee. 
, ,19 

See  notes  to  Forms  2060,  2062,  2105,  supra. 


REORGANIZATIOX  C)V  flORPORATIONS.         1909 

Form  2107. 

NOTICE  OF  EXTENSION  OF  TIME  TO  DEPOSIT 
SECURITIES. 

To  tlio   Holders  of   (1)    C'ortificatos  for  Shares  of  Preferred  and   Common 

Slock  of  Alabama  Consolidated  Coal  &  Iron  Company,  and   (2)   First. 

and    Rrvfittidinji:   Mortgage   Twenty -Year    Gold    Bonds;    Six    Per    Cent. 

Gold  .Dclx'iitnres;    One-Year  Six   Per   Cent.   Secured   Gold   Notes,  and 

Certificates   for  Shares  of  Preferred  and  Common   Stock  of  Southern 

Iron  &   Steel  Company: 

There    has    been    deposited    under    the    Plan    and    Agreement    of    Merger 

and  neorf,^inization   of  Alabama  Consolidated   Coal  &   Iron  Company   and 

Son(heni    Iron    &   Steel   Company,    dated    October   11,    1911,    as   amended, 

more    tliaii    seventy    per    cent,    of    all    the    outstanding    above    specified 

securities  and  more  than  a  majority  of  each  class  thereof.     Accordingly. 

the    time    for    depositing   with    Bankers    Trust    Company,    the   Depositary 

under  said   Plan  and   Agreement,  has  been  extended   to  January  2,   1912; 

and,  after  that  date,  no  securities  will  be  received,  except  upon  payment 

of  such  penalties  as  the  Committee  may  prescribe. 

Securities    may   also  be   deposited   with    the   Baltimore   Trust   Company 
in  the  Cit}-  of  Baltimore. 

Chairman, 


Committee. 

Counsel. 

,  Secretary, 

Wall  St.,  New  York  City. 

See  note  to  preceding  form. 

Form  2108. 

NOTICE    OF   FURTHER   EXTENSION   OF   TIME    TO    RE- 
CEIVE DEPOSITS  UNDER  REORGANIZA- 
TION AGREEMENT. 

NOTICE. 

Notice  is  hereby  given  that  the  Board  of  Directors  of  this  corporation. 

acting  imder  power  given  them  by  the  reorganization  plan  of  the .*. 

Company,  dated   ,  19 has  granted  a  further 

extension  to  unassenting  security  holders  of  the  said 

Company,  until ,  19. . . .,  until  which  time  the   


1910      CORPORATION  FORMS  AND  PRECEDENTS. 

Trust  Company  of   depositary,  will  receive  assents  to  the 

plan  and  deposit  of  securities  under  the  provisions  thereof. 

Dated ,19 

The   Corporation. 

See  Cook  on  Corporations,  §  888;  Clark  &  M.,  Corp.,  §  345h;   and  notes 
under  Forms  2060  and  2062,  supra. 


Form  2109. 

FINAL     NOTICE     BY     REORGANIZATION     COMMITTEE 
REQUESTING  DEPOSITS. 

The   Southern    Company 

and 

The  Chicago    Company. 

Notice  is  hereby  given  by   the  Committee   under   the   Plan   and   Agree- 
ment of  Reorganization  of  The  Chicago   Company  and 

The  Southern Company,  dated  July  1,  1910,  to  the  holders 

of  the   following  securities;    First   Mortgage   Five   Per   Cent.   Gold   Bonds 

of  The  Chicago Company,  issued  under  the  ]Jeed  of  Trust 

dated  July  1,  1906;  Five  Per  Cent.  Gold  Bonds  of  The  Chicago   

Company  issued  under  the  Trust  Agreement  dated  July  1,  1905; 

Certificates  of  Interest  issued  under  the  Syndicate  Agreement  dated 
April    15,    1907,    entered    into    by    and    between    the    Subscribers    to    said 

Agreement,  and , and ;  and  General 

Mortgage  Five  Per  Cent.  Gold  Bonds  of  The  Southern " 

Company  issued  under  the  Deed  of  Trust  dated  May  1,  1906,  that  the 
time  within  which  the  holders  of  said  securities  who  have  not  yet  depos- 
ited their  securities  under  The  Chicago Bond  and  Security 

Holders'  Protective  Agreement,  dated  December  17,  1908,  or  The  South- 
ern    General  Mortgage  Bondholders'  Agreement,  dated 

-January  31,  1910,  may  deposit  such  securities  with  the Trust 

Company  of , ,  the  Depositary  named  in  said 

Agreement  dated  December  17,  lOOS,  or  with  the   Trust 

&  Savings  Bank  of , ,  the  agent  of  the 

Trust  Company  under  said  Agreement  dated  December  17,  1908,  and 
the  Depositary  named  in  said  Agreement  dated  January  31st,  1910,  and 
thereby  become  entitled  to  avail  themselves  of  the  benefits  of  said  Plan 
and  Agreement,  will  expire  on  the  twenty-third  day  of  June,  1911,  that 
the  period  for  such  deposit  is  limited  to  such   date,  and  that  thereafter 

no  further  deposits  will  be  received  by  the Trust  Company 

as   Depositary    under   said   Agreement    dated    December    17,    1908,    oi-    the 

Trust  &  Savings  Bank  as  Agent  of  the Trust 

Company  or  as  Depositary  under  said  Agreement  dated  January  31,  1910. 
Dated,  June  9th,  1911. 

,  Chairman. 

See  note  to  form  next  preceding. 


REORGANIZATION  OP  CORPORATIONS.         1911 

Form  2110. 

FINAL    NOTICE    REQUESTING    DEPOSITS    FOR    REOR- 
GANIZATION AND  PRESCRIBING  PENALTY 
FOR  NON-COMPLLANCE. 

The    C<)iii|iaiiy. 

Reorganization  Notice. 

Stockholders,  bondholders  and  creditors  of  tlic Com 

pany   are   hereby   notified   that    19....,   is   tlie   hist   day   on 

which   to  make  deposits  of  stock,  l)onds  and  ol)li<;ations  of  the  said  Coin 

pany  undur  the  Plan  of  Reorganization  thereof.     After 19 

no  deposits  will  be  received  except  in  the  discretion  of  the  Coniniittce 
and  then  only  upon  the  payment  of  a  penalty  of  ten  dollars  ($10)  for 
each  One  thousand  dollars  of  bonds;  one  dollar  (.$1)  for  each  one  hundred 
dollars   of  claims   or   fraction   thereof,   and   one   cent    (Ic.)    per  share    for 

each  share  of  stock.     Securities  must  be  deposited  with  The   

Trust  Ojmpany,  Depositary,  Xo ,   Street 


Dated ,  19. 


Reorganization   Committee. 
Address  all  communications  to 

,   Secretary, 

No Street, 


See  note  to  Form  2108,  supra. 


Form  2111. 

NOTICE    OF   REORGANIZATION   COMMITTEE    CALLING 

FOR  FINAL  INSTALMENT  UPON  SECURITIES 

DEPOSITED. 

Company. 

Notice  is  hereby  given  that  in  accordance  with  the  plan  and  agreement 

of  reorganization   of   the    Company,   dated    February    6. 

1905,  the  final  instalment  of  40%  of  the  amount  payable  on  tlie  ])referre(l 
and  conmion  stock  is  called,  payable  on  or  before  June  15,  1905.  This 
instalment,  payable  in  New  York  funds,  amounts  to  $4  per  share  on 
preferred  and  $2  per  share  on  common  stock.  Upon  payment,  certificates 
of  deposit  must  be  presented  to Trust  Company,  deposi- 
tary, ....  Broadway,  New  York,  in  order  tliat  such  payment  may  be 
endorsed  thereon. 

New  York,  May  11,  1905. 

,  Cliairman, 


Committee. 
. ,  Counsel. 


1912      CORPORATION  FORMS  AND  PRECEDENTS. 

Form  2112. 

NOTICE  OF  EXPIRATIOaT   OF  PEFIOD  WITHIN  WHICH 
BONDS  MAY  BE  DEPOSITED. 

street.  New  York  City, ,  19 

To  the  Holders  of  First  Refunding  Four   Per  Cent.  Gold  Mortgage  Bonds 

of  the Company : 

A  large  majority  of  the  whole  issue  of  the  bonds  above  named  having 
been  deposited  under  flie  agreement  dated  ,  19. .  .  .,  consti- 
tuting the  undersigned  Committee,  notice  is  hereby  given  that  the  period 
within  which  deposits  may  be  made  under  said  agreement  will   e:<pire  on 

,19.... 

Deposits  will  be  received  thereafter  «nly  upon  such  terms  as  the  com- 
mittee may  prescribe. 

Copies  of  the  agreement  may  be  obtained  upon  application  to  the 
depositary. 

,  Chairman. 


Committee. 

,  Secretary, 

Street,  New  York. 

The Trust  Company  of  New  York, 

Depositary. 

Trust  Company  of  Philadelphia, 

Sub-Depositary. 

,  Counsel. 

See  note  to  Form  2108,  supra. 

Form  2113. 

FINAL  NOTICE   OF  RECEPTION   OF  DEPOSITS  UNDER 
REORGANIZATION  AGREEMENT. 

FINAL  NOTICE. 
To  the  Holders  of  the  Stock  and  Voting  Trust  Certificates  for  the  Pre- 
ferred and  Common  Capital  Stock  of  the   Company: 

Notice  is  hereby  given  that  over  eighty-five  per  cent.  (85%)  of  the 
above  described  stock  having  been  deposited  under  the  plan  and  agree- 
ment of  reorganization  dated   ,  19....,  the  final  day  on  which 

deposits    of    such    stock    or   voting   trust    certificates    will    be    received    by 

Trust  Company,  depositary,  is  fixed  for   19 ...  . 

Cliainiian, 


Committee. 

,  Secretary. 

,  Coiinsel. 

See  note  to  Form  2108,  supra. 


KEORGANIZATION  OF  CORPORATIONS.         VJVi 

Form  2114. 
NOTICE  BY  COMMITTEE  UNDER  PROTECTIVE  AGREE- 
MENT OF  OFFER  TO  PURCHASE  SECURITIES,  AND 
OF  TERMINATION  OF  SUCH  AGREEMENT. 

IJjiihvay  Company. 

To   Holders  of  Certificates  of  Deposit  of   Trust  Company. 

Issued  under  Protective  Agreement,   Dated   September   17,  1908:    and 
to   Holders  of  First  Preference   Income  Bonds  of  the   Above  Railway 
Company : 
An  offer  has  been  made  to  the  undersi-rned  Committee  to  purchase  the 
First   Preference   Income  Bonds  of  the   Railway  Company,   now   dej)osited 
under  the  Protective  Agreement,  and  also  such  additional  bonds  as  may 
be    deposited    with    the    Committee    as    hereinafter    provided.      The    pur- 
chasers have  agreed  to  pay  a  portion  of  the  expenses  and  disbursenients 
of  the  Committee,  and  the  sum  of  $1,013.76  for  each  of  said  bonds,  with 
all    unpaid    coupons    or    interest    warrants    attached,    being   $9.50    for    the 
principal    of    each    bond,    $53.76    for    interest    heretofore    unpaid,    and    $10 
for  interest  from  October  1,  1911,  to  December  13,  1911. 

Each  member  of  the  Committee  and  other  holders  of  large  amounts  of 
the  certificates  outstanding  have  already  accepted  the  said  offer,  and 
the  Committee,  by  unanimous  vote,  recommend  to  all  cerlificatc  iiolders 
the  acceptance  thereof. 

In  order  to  afford  to  all  holders  of  First  Preference  Income  Bonds  ai'. 
o])portunity  to  share  in  the  benefits  of  said  offer,  said  bonds  wi^t  all 
unpaid   coupons   or   interest   warrants    attached   will   be   received   by    tlic 

Trust  Company,  No Wall  Street,  Borough  of  .Man 

hattan,  City  of  New  York,  for  account  of  the  Committee  until  and 
including  December  28,  1911,  upon  payment  of  the  sum  of  $20  per  bond 

(„  said Trust  Company  for  account  of  the  expenses  of 

the  Committee,  being  the  amount  fixed  by  the  Committee  as  the  terms 
upon  which  such  bonds  -will  be  received. 

Holders  of  said  bonds  who  shall  deliver  same  to  said   

Trust  Company  for  account  of  the  Committee,  and  make  said  payment 
of  $20  per  bond  as  above  provided,  and  holders  of  Certificates  of  Deposit 
of Trust  Company  who  desire  to  sell  tiie  bonds  repre- 
sented thereby,  on  or  prior  to  December  28,  1911,  will  receive  fiom  said 
Trust  Company,  upon  delivery  of  their  bonds  in  nego- 
tiable form  as  aforesaid,  or  upon  surrender  of  their  certificates  in  nogi- 
tiable  form,  the  said  sum  of  $1,013.76  per  bond,  less  the  sum  of  $10.  to 
be  retained,  subject  to  the  order  of  the  Committee,  to  be  applied  on 
account  of  its  expenses  and  disbursements. 

Any  holder  of  said  Certificates  of  Deposit  who  does  not  desire  to  avai' 
himself  of  said  offer  may  withdraw  the  bonds  represented  thereby,  upor 
surrender  of  his  certificates,  in  negotiable  form,  provided  llure  shall 
have  been  paid  upon  said  certificates  the  sums  heretofore  called  by  tlr- 
'  Committee,  and  upon  further  payment  to  said  'I  rust  Com- 
pany, for  account  of  the  Committee,  of  the  sum  of  $10  for  i;u-li  bond 
represented  by  such  certificates,  being  such  holder's  share  of  the  ex 
penscs  and  disbursements  fixed  by  the  Committee. 
Pursuant  to  the  power  and  authority  vested  in  it,  the  Committee  ha- 


19U     CORPORATION  FORMS  x\ND  PRECEDENTS. 

req\iested  the  disconlimiaiice  of  the  litigation  caused  to  bo  instituted   hy 
it   against  the  Rsiilway  Company,  and  has  withdrawn  therefrom. 

As  the  Committee  has  accomplished  its  purpose  of  protecting  the 
interests  of  its  dejK)sitors,  notice  is  hereby  given,  pursuant  to  the  provi- 
sions of  the  Protective  Agreement,  that  the  Committee  has  elected  to 
terminate  said  agreement  as  of  February  28,  1912. 

Dated  December  12,  1911. 

,  Cliairman, 


Committee. 

Counsel. 

Secretary,      • 

Street,  New  York. 

See  note  to  Form  2108,  supra. 

Form  2115. 

NOTICE  OF  EXTENSION  OF  TIME  TO  MAKE  EXCHANGE 

OFFERED  IN  PRECEDING  NOTICE. 

liailway   Company. 

To  Holders  of  Certificates  of  Deposit  of Trust  CompaTiy. 

Issued  Under  Protective  Agreement,   Dated  September  17,   1908;    and 
to  Holders  of  First  Preference  Income  Bonds  of  the  Above   Raih\a> 
Company : 
Referring   to   the   notice   heretofore   published  by    the   Protective   Com- 
-•iiittee,  dated  December  12,  1911,   of  the  offer  made   to   purchase  from   it 
the  First  Preference  Income  Bonds  of  the  Railway  Company  now  depos- 
ited under  the  Protective  Agreement,  and  also   such  addition:)!   bomls  as 
may  be  deposited  with  the  Committee,  as   in   said   notice   set    foith,   the 
Committee   has   extended   the    time   within   which    holders    of   Certificates 
of  Deposit  or  holders  of  First  Preference  Income  Bonds  can  avail  them- 
selves of  the  benefits  of  said  offer,  to  and  including  January  29,   1912. 

Should   any  of  such   holders  desire  any   further  information,  communi- 
cations addressed  to   ,  Secretary,   Street. 

New  York  City,  will  receive  attention. 

,  Chairman. 

Dated  New  York,  January  9,  1912. 

Form  2116. 
CERTIFICATE  OF  DEPOSIT. 

,$500  No 

Certificate  of  Deposit  of  First  Mortgage  Bonds  of 

Comjiany. 

The Trust  Company  of   lierc])y  ccitifies  that 

it  has  received  one  First  Mortgage  Bond  of  the    Company 

of  Five  Hundred  Dollars,  due   ,  19.  . .  .,  Numljcrcd    , 

issued  under Mortgage  dated ,  19.  . .  .,  with  Coupon 


REORGANIZATION  OF  CORPORATIONS.    l!li:. 

(jue 19   .  .  .  .,  and  .sub.s(>(jucnt  Coupons  altjiclu'd.  w  liicli  Hon<! 

was  deposited   and    is   licld   subject  to   the   terms   of  a   certain   agreement 

(lilted   19 between   Committee. 

and  such  hohlcrs  of  tlie  First  Mortgage  Bonds  of  tlie   Com 

pany  as  shall  become  parties  to  the  said  agreement;  and  the  holder 
hereof  has  become  a  party  to  the  said  agieement  by  the  acceptance  of 
this  Certificate.  The  holder  hereof  is  entitleil  to  receive  all  the  securities, 
benefits  and  advantages  coming  to  the  depositor  of  the  said  Hond  under 
said  agreement.  The  interest  represented  herein  is  transferable  by  de 
livery  of  this  Certificate  subject  to  the  terms  and  conditions  of  the  said 
agreement.     This   Certificate   may   be   registered   as   to   ownership,  but    if 

registered  no  transfer,  except  on  the  books  of  the  Trust 

Company,  shall  be  valid  unless  the  last  transfer  be  to  bearer,   when  the 
Certificate  will  be  transferable  by  delivery  as  before. 

,19 

The Trust  Conii)aiiy. 

By  •••. 

President. 
See   Forms    2066-2067,   supra,    and    notes   thereunder,    and    P\jrms    2117 
2119,  post. 

Form  2117. 

CERTIFICATE   FOR  STOCK  DEPOSITED  UNDER  REOR- 
GANIZATION AGREEMENT. 

Depositary's  Certilieate 
for  Deposit  of 

Shares  of  Stock  of  The   Company, 

Deposited  under  agreement  dated    19 between 

holder  of  the  above  described  Depositary's  Certificate  and   

,   and    as  a  Keorganization 

Committee  of  the   Comi'any.  the  original  of  which  agree- 
ment has  been  lodged  with  the  undersigned  Depositary,  the    

Ti-ust  Company. 

The  term  "Instrument"  as  hereinafter  used,  means  the  agreement: 
and  the  term  "Committee  therein  named  or  a  majority  of  them  or 
their  successors"  as  hereinafter  used  means  the  Reorganization  Commit- 
tee of  the  Company;  the  term  "Depositary-"  as  herein- 
after used  means  the   Trust  Company. 

Payment  With   Instalments  of  Cash   Must  be   Endorsed   on    Back   Hereof 

by  Depositary. 

Xo Shares. 

The Tiust  Company  hereby  certifies  that  it  has  received 

from certificate for  shares  of  the 

capital   stock   of  the    C(unpany.   as   above   stated,   subject 

to.  the  terms  and  conditions  of  the  above  described  instrument,  and  to  be 
used  for  the  purposes  therein  stated  of  the  Commiltee  therein  named,  or 
a  majority  of  them,  or  their  successors,  and  the  holder  hereof  assents  to 
and  is  bound  by  the  provisions  of  said  instrument  by  receiving  this 
Depositary's  Certificate.  The  holder  hereof  is  entitled  to  receive  the 
distributive  number  of  shares  of  the  preferred  and  common  stock  in  the 


1916     CORPOKATION  FORMS  AND  PRECEDENTS. 


proposed Company  contemplated  by  said  instrument  and 

all  the  benefits  and  advantages  coming  to  the  Depositors,  respectively, 
under  said  instrument. 

The  interest  represented  herein  is  assignable  by  transferee  upon  llif 
register  and  books  kept  by  the  Depositary  for  that  purpose  by  the  holder 
hereof  in  person  or  by  proxy  upon  surrender  of  this  certificate  subject 
to  the  terms  thereof. 

And  the  Depositary  further  certifies  that  said   has 

paid  to  it  the  first  instalment  of  cash  required  under  said  instruii>"nt  and 

by  authority  of  said  Committee,  amounting  to  the  sum  of 

Dollars. 

Chicago,  Illinois,   ,  1912. 


Attest: 
L.  S. 


First:     $. 


Trust  Company,  • 
Do])i)sitary. 


By 


(reverse  side) 
INSTALMENTS. 


Secretary. 


Trust  Company, 

I)c])()sit;uy. 


Second:     $. 


Third:     $. 


Fourth:     $• 


By 


By 


By 


By 


Secretary. 

Trust  Company, 

Depositary. 


Secretary. 

Trust  Company, 

Depositary. 


Secretary. 

Trust  Company, 

Depositary. 


Secretary. 
Know  all  men  by  these  presents,  that  the  undersigned,  for  value  received, 
have   bargained,    sold,   assigned    and    transferred,    and    by    these   presents 

do  bargain,  sell,   assign  and  transfer   unto    ,  all   the  property. 

right,  title  and  interest  represented  by  this  Depositary's  Certificate,  sub- 
ject, however,  to  all  the  terms  and  conditions  of  the  agreement  referred 

to  therein,  and •.  do  hereby  constitute  and  appoint   true 

and  lawful  attorney,  irrevocable,  for and  in   name  and 

stead,  and  to  have,  use,  sell,  assign,  transfer  and  set  over  all  said  property, 
right,  title  and  interest,  and  for  that  purpose  to  make  and  execute  all 
necessary  acts  of  assignment  and  transfer,  and  one  or  more  persons 
to  substitute  with  like  full  power,  hereby  ratifying  and  confirming  all 
^jja,t said  attorney  or  substitute  or  substitutes  shall  law- 
fully do  by  virtue  hereof. 


REORGANIZATION  OP  CORPORATIONS.         1017 

In  witness  whereof have  hereunto  set hand  and  seal  this 

day  of 19 

[Skal] 

Signed,  seah'd  and  delivered 
in  the  presence  of 


See  Form  211G,  supra,  and  note  thereunder. 

Form  2118. 
CERTIFICATE  OF  DEPOSIT  OF  COMMON  STOCK. 

Cerlifieate  of  deposit  of  common  stock  of  The  Wabash  Railrcmd  C<)ini)any 
Under    an    agieement    dated    December    19th,    1911,    by    and    between 

J , and  Cum 

mittee;    Trust  Company,  depositary,  and  preferred  and 

common   stockholders   o*  The  Wabash  Railroad  Company,   as  parties 
thereto. 
Knickerbocker  Trust  Company  hereby  certifies  that  it  has  received  from 

shares  of  stock,  as  above  stated,  subject  to  the 

terms  and  conditions  stated  in  the  above-mentioned  agreement.  The 
holder  hereof  assents  to  and  is  bound  by  the  provisions  of  said  agree- 
ment by  receiving  this  certificate  and  is  entitled  to  receive  all  the 
securities,  benefits  and  advantages  to  which  the  depositor  of  said  shares 
is  or  may  become  entitled,  pursuant  to  the  provisions  of  said  agreement. 
The  interest  represented  by  this  certificate  is  assignable  subject  to  the 
terms  and  conditions  of  said  agreement  by  transfer  upon  the  books  kept 
by  this  company  for  that  purpose  by  the  holder  hereof  in  person  or  by 
attorney  upon  the  surrender  of  this  certificate  duly  indorsed  for  transfer. 

New  York,  ,  19 

Knickerbocker  Trust  Company, 

By 

Vice-President. 
Assistant-Treasurer. 

Registered ,  19 ... . 

The  Standard  Trust  Company  of  New  York,  Registrar. 

By  , 

Assistant-Secretary. 
[Indoksement] 

For  value  received hereby  sell,  assign  and  transfer  unto 

the  within  certificate  and  all  rights  and  interests  represented 

hereby,  and  do  hereby  irrevocably  constitute  and  appoint  attor- 
ney, to  transfer  the  same  on  the  books  of  the  said  Trust  Company,  wit!i 
full  power  of  substitution  in  the  premises. 

Dated   ,  19 

[L.  s.] 

In  presence  of 

» 

Witness. 


1918     CORPORATION  FORMS  AND  PRECEDENTS. 

Notice. 

The  si'mature  to  this  assifjcnnient  must  correspond  with  the  name  as 
written  upon  the  face  of  the  certificate  in  every  particular  without  alter- 
ation or  enhirfTcment  or  any  change  whatever. 

See  Form  2116.  supra,  and  note  thereunder. 

Form  2119. 

CERTIFICATE  OF  DEPOSIT  OF  BONDS  UNDER  AGREE- 
MENT OF  MERGER  AND  REORGANIZATION. 

>Jq $ of  Bonds 

Certificate  of  Deposit 

of 

First   and    Refunding   [Mortgage   Twenty-Year    Gold   Bonds,   issued    under 

mortgage  to   Mortgage  and  Trust  Company  and 

,  as  Trustee,  with  coupons  maturing  April 

1,  1911,  and  all  subsequent  coupons  attached 

of 

Southern   Iron  &   Steel  Company. 

Said  bonds  are  deposited  under  an  agreement  dated  October   11,  1911, 

by   and   between   certain   holders   of   securities   of   Southern   Iron   &   Steel 

Company    and    of    Alabama    Consolidated    Coal    &    Iron    Company,    and 

,    and 

,  the  committee  named  therein,  and  the  Bankers  Trust  Com- 
pany. 

Trust  Company 

Hereby  certifies  that  it  has  received  from or  his  predecessors 

in  interest thousand  dollars,  principal  amount  of  bonds  of  the 

issue  aforesaid,  numbered    ,    and  of  the  face  value  of  prin- 
cipal of  $ each  with  coupons  attached  as  above  stated.     Each  said 

bond  has  been  deposited  in  trust  subject  to  the  terms  and  conditions  of 
and  is  deliverable  as  stated  in  the  above  mentioned  agreement. 

The  holder  hereof  assents  to  and  is  bound  by  the  provisions  of  said 
agreement  by  receiving  this  certificate  and  is  entitled  to  receive  all  the 
securities,  benefits  and  advantages  to  which  the  depositor  of  said  bonds  is 
or  may  become  entitled  pursuant  to  the  provisions  of  said  agreement. 
The  interest  represented  by  this  certificate  is  transferable  subject  to  the 
terms  and  conditions  of  said  agreement  by  the  surrender  of  this  certificate 
properly   endorsed  for  transfer  by  the  registered   owner  in  person  or  by 

attorney. 

Trust  Company, 

Depositary, 
New  York,  November  6,  1911. 

By 

Assistant  Secretary. 
See  Form  2116,  supra,  and  note  thereunder. 


REORGANIZATION  OP  CORPORATIONS.         VJVJ 

Form  2120. 
NOTICE  OF  WITHDRAWAL  OF  DEPOSIT  AGREEMENT. 

St 

To  tli(!  IJoiidlioldcrs,  (Jroditors  and  StDckholdeiH  pf  the Company: 

'i'lie  K('ni-^'aiii/atir)n   Coniiiiittec  (jf  the    Company, 

appointed  under  the  ajjreement  dated   ,  19.  .  .  .,  hereby  notify 

yon  that,  owin^  to  tlie  failure  of  a  majority  of  the  bondliolders  and  a 
majority  of  the  unsecured  creditors,  to  accept  the  said  ajji^reement  and 
deposit  IWi'ir  bonds  or  claims  thereunder,  the  undersij^ned  committee  hereby 
withdraw  llie  said  agreement,  and  herewith  return  any  bonds,  certificates 
of  stock   or  assignment  of  claims  that   have  been  deposited. 

The  committee  by  the  said  agreement  invited  the  cooperation  of  all 
classes  of  creditors,  in  the  hope  that  with  the  unanimous  consent  of  the 
bondholders,  the  foreclosure  of  the  trust  mortgage  could  be  obviated,  and 
an  interest  in  the  property  preserved  for  the  present  unsecured  creditors 
and  stockholders.  The  committee  regiets  that  the  refusal  of  several 
bondholders  to  acquiesce  in  this  plan  of  reorganization  renders  it  inopera- 
tive. The  committee,  therefore,  wishes  to  assume  no  further  responsibility 
to  the  several  classes  of  creditors  and  parties  in  interest. 


Committee. 
Dated, , ,  19 

See  Cook  on  Corporations,  §  888;  and  Clark  &,  M.,  Corp.,  §  345. 

Form  2121. 

NOTICE  OF  WITHDRAWAL   OF  DEPOSIT  AGREEMENT 

PLAN. 

Notice  to  Holders  of 

Company 

First  Mortgage  5%   Bonds. 
You  are  hereby  notified  that  the  oflTer  of  this  company  as  set  forth  in 

a  certain  Depositary  Agreement,  dated   19 is  hereby 

withdrawn,  as  only  $242,700  bonds,  out  of  a  total  issue  of  .^iSOO.OOO,  have 
been  deposited  under  said  agreement,  and  consequently  the  plan  is  declared 

inoperative.    Messrs &  Co., and streets. 

Depositaries,  have  been  notified  to  deliver  the  deposited 

bonds  in  exchange  for  the  deposit  certificates,   issued  by   them,   properly 
indorsed. 

Transit  Companv, 

By  ■.., 

President. 

..•••*••••(  ••••••••t  • t ( ly.... 


1920     CORPORATION  FORMS  AND  PRECEDENTS. 

Form  2122. 

NOTICE  OF  RETURN  OF  BONDS  DEPOSITED  UNDER 
DEPOSIT  AGREEMENT. 

To  the  Holders  of 

First  Mortgage   Bonds 

of 

Company, 

Guaranteed  by 

Company 

Deposited  Under  Agreement  Dated ,  19 .... : 

Notice  is  hereby  given  that  the  bonds  deposited  with  the   

Trust  Company  in  the  City  of and   &  Co.  in  the  City 

of ,  will  be  returned  to  the  bondholders  upon  presentation  of  the 

certificates  of  deposit  issued  therefor,  properly  endorsed,  to  the 

Trust  Company   (successor  to  the Security  &  Trust  Company) 

in  the  City  of or Company  in  the  City  of , 

in  accordance  with  the  terms  of  the  said  deposit  certificates  upon  payment 
for  account  of  the  Committee  of  the  sum  of  Twenty-five  Dollars  ($25.00) 
upon  each   One   Thousand  Dollar    ($1,000)    bond.     If  desired,  the  interest 

coupon  maturing   ,  19....,   will  be  received  in  payment   of 'said 

amount. 


Committee. 

Form  2123. 

NOTICE  OF  DISTRIBUTION  TO  HOLDERS  OF  CERTIFI- 
CATES OF  DEPOSIT  BY  REORGANIZA- 
TION COMMITTEE. 

Company 

Second  Mortgage  Bonds. 

To  the  Holders  of  Certificates  of  Deposit  Issued  by  the Trust 

Company  under  the  Bondholders'  Agreement  Dated .-. ,  19.  . . 

All  the  bonds  and  coupons  deposited  under  the  above  mentioned  Agree 
ment  having  been  sold  by  the  Committee  for  their  face  value  and  accrued 
interest  in  accordance  with  the  provisions  of  said  Agreement,  and  the  Com- 
mittee having  deducted  from  the  purchase  price  its  compensation  and 
expenses,  notice  is  hereby  given  that  the  balance  remaining  in  the  hahds 
of  the  Committee  will  be  distributed  and  that  the  sura  of  One  thousand 
two  hundred  and  twenty-two  and  50-100  Dollars  ($1,222.50),  will  be  paid 
in  respect  of  each  $1,000  bonds  represented  by  a  certificate  of  deposit,  and 
the  sum  of  Six  hundred  eleven  and  25-100  Dollars  ($611.25)  will  be  paid 
in  respect  of  each  $500  bond  represented  by  a  certificate  of  deposit,  upnu 
presentation  and  surrender  for  cancellation  of  the  certificates  of  deposit 


REORGANIZATION  OF  CORPORATIONS.         IKiIl 

at  the  office  of  Tlie Trust  Co.,  No i-(  r«'ct . 

,  on  and  after ,  19 .  — 

Dated , 19 


C'oMiiiiittee. 
See  Cook  on  Corporations,  §  888;   Clark  &  M.,  C<np.,  §  34r>;   and  notes 
to  Forms  2060,  2062,  supra. 

Form  2124. 

NOTICE  OF  EXCHANGE  OF  CERTIFICATES  OF  DEPOSIT 
FOR  DEFINITIVE  SECURITIES. 

,  Jan.  12,  1912. 

To  the  Holdors  of  Temporary  Certificates   of  Deposit   for  rrofcnod   and 
Common  Stocks  of  The Company  of 

Notice  is  hereby  pven   that  the  undersigned  depositary,  ajronl    for   tlie 

readjustment  managers  of  The Company,  will  be  prepared  to 

receive   on  and  after  Tuesday,  January   16,   1912,  Certificates   of  Deposit 

for  Preferred  and  Common  Stocks  of  The Comi)any  for 

exchange  into   the   Definitive   Securities,   in  accordance   with    the   ])lan   of 
readjustment,  dated  July  28,  1911. 

Holders  of  common  stock  certificates  are  required  to  surrender  their 
temporary  certificates  and  to  pay  the  assessment  orf  or  before  January  20, 
1912.  The  assessment  provided  by  the  plan  is  fifty  cents  (50c.)  for  each 
share  of  common  stock,  or  five  per  cent.  (5%)  in  common  stock  eertilicates, 
at  the  holder's  option.  The  assessment  on  less  than  2*  shares  must  be 
paid  in  cash. 

In  order  to  facilitate  the  above  exchanges  prompt  surrenders  are  requested. 

Trust  and  Deposit  Company  of 

Agent  for  Readjustment  Managers  of  The Company  of 

Form  2125. 

NOTICE  OF  REORGANIZATION  COMMITTEE  IN  REFER- 
ENCE TO  EXCHANGE  OF  CERTIFICATES  OF  DE- 
POSIT FOR  CERTIFICATES  OF  STOCK  IN  THE 
NEW  CORPORATION. 

Copper  Co.,  Ltd. 

To  the  Holders  of 

Trust  Company  Certificates  of  Deposit 

Issued  under  the  Reorganization  Plan  and  Agreement  : 

The  property  of  the   Copper  Company,  Limited,  having  been 

purchased  by  the  Reorganization  Committee  at  Receivers'   sale,   subjeet 


1922     COEPORATION  FOR:\rS  AND  PRECEDENTS. 

to  the  outstanding  mortgage,  and  the  pending  proceedings  for  foreclosure 
having  reached  a  stage  at  which  a  decree  has  been  entered  directing  an 
early  sale  of  the  property  thereunto,  and  the Copper  &  Develop- 
ment Company,  Limited,  a   corporation,  having  been  formed 

and  its  stock  issued  for  tlie  property  and  securities  held  by  the  Committee, 
pursuant  to   the  Reorganization   Plan   and   Agreement. 

The  holders  of  the Trust  Company  deposit  certificates  are 

hereby  notified  that  upon  presentation  and  surrender  thereof,  duly  signed 

and  witnessed,  to  the  ". Trust  Company,  at  its  ollicc  No 

Broadway,  New  York  City,  on  or  after ,  19 and  the  full 

payment  of  all  instalments  thereon,  the  holders  thereof  will  receive   from 

the   Tiust  Company  the  certificates  of  Preferred  and  Common 

stock  of  the  new  Company  to  which  they  are  entitled. 

As  the  annual  stockholders'  meeting  will  be  held  on ,  19.  ....  at 

o'clock M.,  at  the  office  of  the  Company,  Number   

Street, , ,  it  is  desired  that  the  certificates  of  deposit 

be  exchanged  for  certificates  of  stock  before  that  date,  so  that  the  stock- 
holders may  be  personally  present  or  represented  at  the  inccliiig. 

Dated Street,   ,   • ,  19 

,  Chairman, 


Committee. 


Form  2126. 

RIGHT    TO    EXCHANGE    CERTIFICATES    OF    DEPOSIT 
FOR  STOCK  CERTIFICATES. 

Coal  and  Coke  Company. 

To  the  Holders  of  Certificates  of  Deposit  of  the  Consolidated   First  and 

Collateral  Ti'ust  Gold  Bonds  of  the Coal  and  Coke  CJompuny 

deposited  under  the  Deposit  Agreement  dated  August   17,   1908,  who 
have   complied  with   the   terms   of   the   Plan   and   Agreement    for    the 
Reorganization  of  said  Company,  dated  May  16,  1911. 
Notice  is  hereby  given  that  pursuant  to  the  Plan   and   Agreement   for 

the  Reorganization  of  the Coal  and  Coke  Company  dated  May 

16,  1911,  the  stock  of  the Coal  and  Coke  Corporation  (being  the 

"New  Company"  referred  to  in  said  Plan  and  Agreement)  to  wliicli 
depositors  who  have  complied  with  said  Plan  and  Agreement  are  cut  it  led 
under  the  terms  thereof  has  been  deposited  by  the  undersigned   with   the 

Trust  Company  of  New  York  as  Depositary  for  the  account  of 

such   depositors   and   that   they   will   be   entitled   upon   surrender   to    said 

Trust  Company  of  New  York  at  its  office.  No 

Street,  New  York  City,  of  their  certificates  of  deposit,  duly  endorsed,  to 
receive  certificates  of  stock  of  said Coal  and  Coke  Corpora- 


REORGANIZATION  OF  CORPORATIONS.         192:] 

tion  equal  in  par  value  to  the  face  value  of  the  bonds  repn-sented  Ity  tlieir 
certificates  of  deposit  plus  the  amount  paid  as  the  assessment  thereon. 
Dated  New  York,  March  12,  1912. 

,  Chairman, 


Coniiriittee. 


Secretary. 
St.,  New  York. 


Counsel. 


Form  2127. 

NOTICE   OF   FILING   OF   ACCOUNTS   BY   REORGANIZA- 
TION COMMITTEE. 

Notice  is  hereby  given  that  the  Committee  under  the Company 

Bond  and  Security  Holders'  Protective  Committee  Agreement,  dated  

19.  .  .  ..  has  filed  with  the   Trust  Company  its  accounts  including 

its  account  of  actual  expenses  and  disbursements. 

,  Chairman. 

Dated,   ,  19 


CHAPTER  XXXVI. 

PATENTS  AND  TRADE  MARKS- 

Form  2128. 

ASSIGNMENT  OF  AN  ENTIRE  INTEREST  IN  AN  INVEN- 
TION  BEFORE   THE   ISSUE   OF   LETTERS   PATENT. 

Whereas  I, ,  of   ,  county  of ,  uiid  stato 

of    ,  have   invented   a   certain   new    and   useful   improvement   in 

,  for  Avhieh  I  am  about  to  make  application  for  letters  patent 

of  the  United  States;  and  whereas  the ,  a  corporal  ion  of  the 

state  of ,  is  desirous. of  acquiring  an  interest  in  said  invenlion 

and  in  the  letters  patent  to  be  obtained  therefor. 

Now,  therefore,  to  all  whom  it  may  concern,  be  it  known  tliat,  for  and 

in  consideration  of  the  sum  of dollars  to  me  in  hand  paid,  tlie 

receipt  of  which  is  hereby  acknowledged,  T,  the  said ,  have 

sold,  assigned,  and  transferred,  and  by  tliese  presents  do  sell,  assign,  and 

transfer,  unto  the  said ,  the  full  and  exclusive  right  to  the  said 

invention,  as  fully  set  forth   and  described   in   the   specification  prepared 

and  executed  by  me  on  the day  of  . .,  19 ,  preparatory 

to  obtaining  letters  patent  of  the  United  States  therefor;  and  I  do  hereby 
authorize    and    request    the   Commissioner   of   Patents    to   issue    the    said 
letters  patent  to  the  saSd  ...........  as  the  assignee  of  my  entire  right, 

title,  and  interest  in  and  to  the  same,  for  the  sole  use  and  behoof  of  the 
said ,  its  successors  and  assigns. 

In   testimony   whereof   I   have   hereunto   set   my   hand   and    affixed   my 

seal  this   day  of ,  19 

[Seal] 

In  presence  of 


(Add  acknowledgment.) 

A  corporation  cannot  take  out  a  patent  in  its  own  name,  but  mih'^t 
do  so  through  an  individual  who  may  then  assign  his  rights  to  the  cor- 
poration, which  then  becomes  vested  with  all  the  rights  of  the  patentee, 
if  the  assignment  be  absolute  and  of  the  patentee's  entile  interest  in  the 
patent. 

Form  2129. 

ASSIGNMENT  OF  THE  ENTIRE  INTEREST  IN  LETTERS 

PATENT. 

Whereas  I,    ,  of ,  county  of   '.,  state  of 

,  did  obtain  letters  patent  of  the  United  States  for  an  improvement 

in ,  which  letters  patent  are  numbered  ,  and  bear 

date  the  ......  day  of ,  in  the  year  19 ....  ;  and  ^^  hereas  I  am 

now  the  sole  owner  of  said  patent  and  of  all  rights  under  tlie  same;  and 

1924 


PATENTS  AND  TRADE  MARKS.  1925 

whereas a  corporation  of  the  state  of i^  (l<-iioiis 

of  acquiring  the  entire  interest  in  the  eame:  -      ] 

Now,  therefore,  to  all  whom  it  may  concern,  be  it  knowu   in.ii    im   and 

in  consideration  of  the  sum  of dollars  to  me  in  hand  paid,  the 

receipt  of  which  is  hereby  acknowledged,  I,  the  said have  sold, 

assigned,    and    transferred,    and    })y    these    presents    do    sell,    assign,    and 

transfer  unto   the  said    the  whole   right,  title  and   interest  in 

and  to  the  said  improvement  in and  in  and  to  the  letters  pat^-nt 

tlierefor  aforesaid;  the  same  to  he  held  and  enjoyed  by  the  said  ..,..,.. 
for  its  own  use  and  behoof,  and  for  the  use  and  behoof  of  its  successors 
and  assigns,  to  the  full  end  of  the  term  for  which  said  letters  patent  are 
or  may  be  granted,  as  fully  and  entirely  as  the  same  would  have  been 
held  and  enjoyed  by  me  had  this  assignment  and  sale  not  been  jnade. 

In  testimony  whereof  I  have  hereunto  set  my  hand  and  affixed  my  seal 

at ,  in  the  county  of ,  and  state  of ,  this 

day  of ,  19 

In  presence  of  [Si;ai.  | 


(Add  acknowledgment.) 

See  Forms  18G8  and  1870,  supra,  and  notes  thereunder. 

Form  2130. 
ASSIGNMENT   OF   AN  UNDIVmED   INTEREST   IN   LET- 
TERS PATENT. 

Whereas  I, ,  of ,  county  of ,  state  of 

,  did  obtain  letters  patent  of  the  United  States  for  an  improve- 
ment in ,  which  letters  patent  are  numbered antl 

bear  date  the day  of ,  in  the  year ;  apd 

whereas  the ,  a  corporation  of  the  State  of ,  is  desirous 

of  acquiring  an  interest  in  the  same; 

Now,  therefore,  to  all  whom  it  may  concern,  be  it  known  that,  for  and 

in  consideration  of  the  sum  of dollars  to  me  in  hand  paid,  the 

receipt  of  which  is  hereby  acknowledged,  I,  the  said have  sold. 

assigned,  and  transferred,  and  by  these  presents  do  sell,  assign,  and  trans- 
fer unto  the  said the  undivided  one-half  pajt  of  the  whole 

right,  title  and  interest  in  and  to  the  .said  invention  and  in  and  to  the 
letters  patent  therefor  aforesaid;   the  said  undivided  one-half  part  to  be 

held  and  enjoyed  by  the  said for  its  own  use  and  behoof,  and  for 

the  use  and  behoof  of  its  successors  and  assigns,  to  the  full  end  of  the  term 
for  which  said  letters  patent  are  or  maj'  be  grant«>d,  as  fully  and  entirely 
as  the  same  would  have  been  held  and  enjoyed  by  me  had  this  assignment 
and  sale  not  been  made. 

In  testimony  whereof  I  have  hereunto  set  my  hand  and  allixtd  my  seal 

at in  the  county  of ,  and  state  of   tliis 

day  of ,  19 

[ Skai. ] 

In  presence  of 


(Add  acknowledgment.) 

See  note  in  Form  2129,  supra. 


1926     CORPOKATION  FORMS  AND  PRECEDENTS. 

Form  2131. 

ASSIGNMENT  OF  TERRITORIAL  INTEREST  AFTER 

GRANT  OF  PATENT. 

\\Tiereas  I, ,  of ,  county  of state  of 

,  did  obtain  letters  patent  of  the  United  States  for  improve 

ment  in ,  which  letters  patent  are  numbered   and 

bear  date  the day  of ,  in  the  year  19 ;  and 

Whereas  I  am  now  the  sole  owner  of  the  said  patent  and  of  all  rights 
under  the  same  in  the  below-recited  territory;  and 

Whereas ,  a  corporation  of  the  State  of ,  is 

desirous  of  acquiring  an  interest  in  the  same; 

Now.  therefore,  to  all  whom  it  may  concern,  be  it  known  that,  for  and 

in  consideration  of  the  sum  of   dollars  to  me  in  hand  i)aid. 

the  receipt  of  which  is  hereby  acknowledged.  T,  the  said    have 

sold,  assigned  and  transferred,  and  by  these  presents  do  sell,  assign,  and 

transfer  unto  the  said ,  all  the  right,  title,  and  interest  in 

and  to  the  said  invention,  as  secured  to  me  by  said  letters  patent,  for,  to. 

and  in  the  state  of   ,  and  for,  to.  or  in  no  other  place  or 

places;  the  same  to  be  held  and  enjoyed  by  the  said   

within  and  throughout  the  above-specified  territory,  but  not  elsewhere, 
for  its  own  use  and  behoof,  arid  for  the  use  and  behoof  of  its  successors 
and  assigns,  to  the  full  end  of  the  term  for  which  said  letters  patent  are 
or  may  be  granted,  as  fully  and  entirely  as  the  same  would  have  been 
held  and  enjoyed  by  me  had  this  assignment  and  sale  not  been  made. 

In   testimony   whereof   I   have   hereunto    set   my   hand   and    affixed   my 

seal  at ,  in  the  county  of and  state  of 

,  this day  of ,  19 

In  presence  of  [Seal] 


(Add  acknowledgment.) 

See  note  to  Form  2129,  supra. 


Form  2132. 
LICENSE— SHOP-RIGHT. 


In  consideration  of  the  sum  of dollars,  to  be  paid  by  the 

,  a  corporation  of  the  State  of   , 

I  do  hereby  license  and  empower  the  said  to 

manufacture  in  said (or  other  place  agreed 

upon)  the  improvement  in ,  for  which  letters  patent 

of  the  United  States  No were  granted  to  me  the 

day  of ,  in  the  year  19 ,  and  to  sell  the  machines  so 

manufactured  throughout  the  United  States  to  the  full  end  of  the  term 
for  which  said  letters  patent  are  granted. 

Signed  at ,  in  the  county  of and 

state  of ,  this day  of ,19 

In  presence  of  [Seal] 


(Add  acknowledgment.) 

See  note  to  Form  2129,  aiivra. 


PATENTS  AND  TIJAUE  MARKS.  1027 

Form  2133. 
LICENSE— NOT  EXCLUSIVE     WITH  ROYALTY. 

Thi.s  agreeniont.  rinulc  this day  of   ^U 

between   <>f   in  t ln'  <<»iiiity  of 

and  state  of   piiity  of  tlie  first 

part,  and  tlic    a  enrporalion   of  the 

State  of I'arty  of  the  second"  part,  witnesseth.  tliat 

Whereas  letters  patent  of  llie  United  States  Xo for  an  im- 
provement in   were  granted  to  the  |)arty  <if  the  first  ]»art 

on  the day  of 19.  ...  ;  and  whereas  the  partv 

of  the  second  part  is  desirous  of  inanufaotiiring 

containing  said  patented  iinjjrovements;  Now,  therefore,  the  jiarlies  have 
agreed  as  follows: 

I.  The  party  of  the  first  part  hereby  licenses  and  empowers  the  party 
of  the  second  part  to  manufacture,  subject  to  the  conditions   hereinafter 

named,  at  its  factory  in    ,  and  in  no  other  place  or 

places,  to  the  end  of  the  term  for  which  said  letters  patent  were  granted. 

containing  the  patented  inij)roveineiits,  and  to  sell  tlie 

same  within  the  United  States. 

II.  The  party  of  the  second  part  agrees  to  make  full   and  true  returns 

to  the  party  of  the  first  part,  under  oath,  upon  the  first  days  of 

and  in  each  year,  of  all   

containing  the  patented  improvement  manufactured  by  it. 

ITT.     The  party  of  the  second  part  agrees   to  pay   to   the   party  of  the 

first  part dollars  as  a  license  fee  upon  every 

manufactured  by  said  party  of  the  second  part  containing  the  jtatcnted 
improvements;  provided,  that  if  the  said  fee  be  paid  upon  the  days  pro- 
vided herpin  for  semi-annual  returns,  or  within days  thereafter. 

a  discount  of  per  cent,  shall  be  made  from  said  fee  for 

prompt  payment. 

rV.     Upon  a  failure  of  the  party  of  the  second  part  to   make  returns 

or  to  make  payment  of  license  fees,  as  herein  provided,  for days 

after  the  days  herein  named,  the  party  of  the  first  part  may  terminate 
this  license  by  serving  a  written  notice  upon  the  party  of  the  second 
part;  but  the  party  of  the  second  part  shall  not  thereby  be  discharged 
from  any  liability  to  the  party  of  the  first  part  for  any  license  fees  due 
at  the  time  of  the  service  of  said  notice. 

In  Witness  Whereof  the  party  of  the  first  part  has  hereunto  set  his 
hand  and  seal,  and  the  party  of  the  second  part  hath  hereunto  caused  its 
common  and  corporate  seal  to  be  affixed,  and  the  hand  of  its,  president 

to  be  hereunto  set,  at in  the  county  of  state  of 

,  this day  of   19 

ISkal) 


President. 
[CJoRPOBATE  Seal] 

Attest :    Secretary. 

In  presence  of 


(Add  acknowledgment.) 


1928     COKPORATION  FORMS  AND  PRECEDENTS. 

(The   preceding   forms   in    reference    to   patents   are   the    forms   recuin- 
mended  by  the  United  States  Patent  Ollice.) 
See  note  to  Form  2129,  supra. 

Form  2134. 
ASSIGNMENT  OF  PATENTS. 

Know  all  Men  by  these  Presents,  that  

a  corporation  organized  and  existing  under  and  by  virtue  of  llic  laws  of 

the  State  of ,  hereinafter  for  brevity  termed  "the  assignor," 

for  and  in  consideration  of  the  sum  of  one  dollar  to  it  in  hand  paid  by, 
and  other  good  and  valuable  considerations  received  to  its  full  satis- 
faction from ,  a  corporation  organized 

under  and  by  virtue  of  the  laws  of  the  State  of ,  herein- 
after for  brevity  termed  "the  assignee,"  has  sold,  assigned  and  trans- 
ferred,  and  by   these   presents   does   sell,   assign   and   transfer   unto    said 

,  a corporation 

as  aforesaid,  all  the  right,  title,  interest,  claim  and  demand  of  every  kind 
or  nature,  legal  or  equitable,  of  the  assignor  in  and  to  all  Letters  Patent 
of  any  kind,  whether  issued  by  the  United  States  or  any  other  country. 
and  any  interest  therein  owned  or  possessed  by  the  assignor,  and  any 
licenses  or  contracts  in  respect  thereto,  and  in  and  to  all  inventions  of 
any  kind,  and  any  interest  therein,  and  any  licenses  or  contracts  in 
respect  thereto,  which  are  now  held,  owned  or  possessed  by  the  assignor, 
or  to  which  said  patents,  inventions,  or  licenses  or  contracts  in  respect 
thereto  it  is  beneficially  entitled,  whether  in  possession,  reversion,  re- 
mainder or  expectancy. 

The  assignor  hereby  authorizes  and  requests  the  Commissioner  of 
Patents  of  the  United  States  to  issue  to  the  assignee  the  entire  iuteiest 
of  the  assignor  in  and  to  all  patents  for  any  inventions  to  which  the 
assignee  is  entitled  by  virtue  hereof  for  the  sole  use  and  behoof  of  said 
the  assignee,  its  successors  and  assigns  to  the  full  end  of  the  term  of 
such  patents. 

Such  letters  patent  and  inventions  and  the  rights  therein  and  thereto 
are  to  be  held  and  enjoyed  by  the  assignee  for  its  own  use  and  behoof 
and  for  the  use  and  behoof  of  its  successors  and  assigns  to  the  full 
end  of  the  terms  for  which  letters  patent  are  or  may  be  granted  as  fully 
and  entirely  as  the  same  would  have  been  held  and  enjoyed  by  the  assignor 
had  this  assignment  and  sale  not  been  made. 

In  Witness  Whereof   ,  a   

corporation,  has  caused  its  corporate  name  to  be  hereto  signed  and  its 
corporate  seal  to  be  hereto  affixed,  and  these  presents  to  be  signed  by. 
,  its  President,  and ,  its  Sec- 
retary, this day  of in  the  year  of  our 

Lord  one  thousand  nine  hundred 

Signed,  sealed  and  acknowledged  , 

in  the  presence  of  By , 

,  President. 


Secretary. 
[Seajl]  !•' 


PATENTS  AND  TRADE  MARKS.  192fi 

Acknowledgment. 


STATE  OF 
County  of 


I ,  a  Notary  Public,  in  and  for  tho  Otunty  of 

aforesaid,  do  hereby  certify  that  Pres- 
ident of   ,  a  corporation  organized  and  exist- 

in*;:  under  and  liy  virtue  of  the  laws  of  the  State  of and 

,  Secretary  of  said  corporation,  personally  known  to 

nie  to  be  the  same  persons  whose  names  are  subscribed  to  the  forejroin^' 
instrument,  respectively  as  President  and  Secretary  of  said  corporation, 
appeared  before  nic  this  day  in  person  and  in  behalf  of  said  corporation 
acknowledged  the  same  to  be  its  voluntary  act  and  deed,  and  that  for 
and  on  behalf  of  said  corporation  they  did  sign  and  seal  said  instrument 
and  that  the  same  is  its  and  their  free  and  voluntary  act,  and  the  said 

acknowledged  that  the  seal  affixed  t«  the  foregoing 

instrument  is  the  seal  of  said  corporation,  and  that  said  instrument  was 
executed  and  said  seal  was  attached  to  said  instrument,  by  the  direction 
and  authority  of  said  corporation,  and  that  by  like  direction  and  nntlmr 

ity  he  signed  said  instrument  as  President,  and 

attested  the  same  as  Secretary. 

In  Witness  Whereof  I  have  hereunto  set  my  hand  and  ofiiein"!  seal  tliis 
day  of ,  A.  D.  19 


Notary  Pulilie. 


See  note  to  Form  2129,  supra. 


Form  2135. 
AGREEMENT   TO   ASSIGN   PATENT   TO   CORPORATION 

This  agreement  entered  into  this day  of 19 

by  and  between ,  of ,  party  of  the  first  part. 

and    and   ,  and    ,  of    ,  parties 

of  the  second  part,  witnesseth: 

\\Tiereas,  the  parties  of  the  second  part  are  owners  of  certain  letter-^ 
patent  of  the  United  States,   for  improvements  in  valves,  and   to   whicli 

patents  have  been  issued  and  numbered ,  and   

and   one  invention  for  which  letters  patent  have  been  applied   for:    and. 

Whereas  said  improvements  are  the  invention  of  the  said   

(first  of  said  parties  of  the  second  part) ;  and, 

Whereas,  all  of  the  parties  hereto  have  signified  their  intention  of 
forming  a  joint-stock  corporation,  and  have  this  day  signed  articles  of 
association  therefor,  for  the  manufacture  of  and  sale  of  said  valves  and 
improvements  and  plumbers'  supplies;  and, 

Whereas,  the  said  party  of  the  first  part  has  agreed  to  furnish  three 
thousand  dollars  of  the  capital  of  said  joint-stock  corporation,  and  the 
said  parties  of  the  second  part  have  agreed  to  assign  their  interest  in 
the  said  invention  to  said  joint  stock  company: 

Now,  therefore,  in  consideration  of  the  above,  and  for  the  further  siun 

*of  one  dollar  paid  by  the  said  party  of  the  first  part  to  the  said  parties 

of  the  second  part,  each  of  them  for  themselves  hereby  agree  with   the 

said  party  of  the  first  part  that  if  at  any  time  in  the  future,  during  the 


1930     CORPORATION  FORMS  AND  PRECEDENTS. 

life  of  the  said  corporation,  they  or  either  of  them  should  discover  or 
invent  any  other  or  further  improvement  in  the  said  improvements 
specified  iii  said  letters  patent  already  issued  and  ])endinfj,  or  any  inven- 
tion or  improvement  in  any  other  article  which  said  corporation  is 
engaged  in  manufacturing,  they,  or  either  of  them,  will  assign  the  same 
to  the  said  corporation  and  its  successors,  without  cost  or  charge  to 
said  corporation  for  the  same. 

In  witness,  etc. 

This  agreement  is  found  in  Birkery  Mfg.  Co.  v.  Jones,  71  Conn.  113,  40 
Atl.  917.  and  was  upheld,  and  specific  performance  held  proper. 

See  for  forms  of  agreement  with  patentee  for  assignment  of  patent, 
American  Brake  Beam  Co.  v.  Pungs,  141  Fed.  923,  where  the  validity 
of  a  provision  claimed  to  be  in  restraint  of  trade  was  upheld. 

See  for  forms  of  resolutions  by  stockholders  and  directors  authorizing 
purchase  of  patents  for  stock  of"  purchaser,  Davis,  etc.,  Co.  v.  Tagliabue. 
148  Fed.  705,  where  two  forms  of  assignments  of  patents  are  also  found. 

See  for  form  of  agreement  for  right  to  manufacture  and  sell  under  a 
patent,  Johnson  v.  Computing  Scale  Co.,  139  Fed.  339,  where  an  assign- 
ment of  such  patent  is  also  found. 

See  for  form  of  contract  for  right  to  manufacture  and  sell  under  a 
I)atent  in  consideration  of  corporate  stock,  office  of  president  and  royalty. 
In  re  Dr.  Voorhees  Awning  Hood  Co.,  187  Fed.  611. 

See  for  other  forms  of  agreement  for  right  to  manufacture  under  a 
patent,  McElrov  v.  American  Rubber  Tire  Co..  122  Fed.  441;  Railroad, 
etc.,  Co.  V.  Chicago  Pneumatic  Tool  Co.,  126  Fed.  223. 

See  for  form  of  agreement  to  employ  as  superintendent  a  person  who 
agrees  that  employer  shall  have  an  interest  in  certain  inventions,  which 
W^as  upheld,  Vocalian  Organ  Co.  v.  Wright.  137  Fed.  313. 

See  Forms  1868  and  1870,  supra,  and  notes  thereunder. 

Form  2136. 

AGREEMENT  FOR  SALE  OF  INTEREST  IN  PATENT  IN 

EXCHANGE  FOR  STOCK. 

For  and  in  consideration  of  one  dollar  and  other  good  and  valuable  con- 
siderations, receipt  whereof  is  hereby  acknowledged,  I  hereby  transfer,  as- 
sign and  set  over  to  James  G.  Owen  my  undivided  half  interest  in  and  to  a 
certain  patent  and  invention.  No.  678,619,  on  a  ball  journal  bearing  for  rail- 
road and  street  cars,  etc.,  issued  to  A.  F.  Howe  and  E.  C.  Owen,  July  16th, 
1901. 

In  trust  for  the  following  purposes: 

1st.  Said  James  G.  Owen  shall  organize  a  corporation  and  transfer  to 
said  corporation  my  undivided  interest  in  and  to  said  patent  and  invention, 
on  the  transfer  by  said  A.  F.  Howe  to  said  corporation  of  his  undivided 
one-half  interest  in  and  to  said  patent  and  invention,  in  consideration  for 
the  entire  capital  stock,  that  is  for  said  entire  patent  interest  of  said  Howe 
and  said  Owen. 

2nd.     To  transfer  to  T.  F.  Leyden,  10/250  of  said  capital  stock. 

Said  Howe  to  transfer  from  his  capital  stock  a  like  j)roportion,  both  in 
consideration  of  the  advance  by  said  Leyden  of  .$5,000.00,  as  demanded. 

3rd.  From  the  stock  in  said  trustee's  hands  5/500  to  be  transferred  to 
W.  W.  Wilcox.  Said  Howe  to  transfer  a  like  amount  in  consideration  of 
services  rendered. 

From  the  balance  of  said  capital  stock  in  said  trustee's  hands,  he  shall 
retain  as  hia  own  personal  property  21  2-3/250  out  of  said  capital  stock  and 


PATENTS  AND  TEADE  MARKS.  19;!! 

s.Tid  Howe  sliall  (ransfor  a  likp  amount  to  said  .Tamos  G.  Owen  in  cuiisid- 
oration  of  sorviccs  rt'iulcrod  and  to  l)e  rcndpii'd  in  the  ftr;:anization  and 
promotion  of  said  Company.  The  balance  shall  be  hold  by  liim  in  trust  foi 
Mrs.  Hattio  Owen  and  child  .lames  G.  Owen,  .Jr.,  as  their  interest  may 
appear,  during  the  full  term  of  patent,  reissues,  etc. 

Dated  Chicago,  Illinois,  April  29th,  1902. 

Elmo  C.  Owen. 
Attest: 

F.  M.  Williams, 
A.  F.  Howe. 

T  hereby  consent  and  agree  to  the  above  conditions  this  29fh  dav  of 
April.  1902.  A.  V.  Howe. 

The  above  agreement  was  upheld  and  enforced  in  Howe  v.  Howe.  etc.. 
Co..  154  Fed.  820. 

See  Forms  2129-2135,  supra,  and  notes  thereunder. 

See  for  issuance  of  stock  for  property,  forms  in  Chajiter  XV,  supra. 

See  for  form  of  agreement  for  sale  of  patent  rights  for  casli  and  stock, 
Kent  V.  Addicks,  126  Fed.  112. 

Form  2137. 

AGREEMENT  TO  SHARE  IN  EXPENSE  OF  MAINTAINING 
PATENT  SUIT. 

Memorandum  of  agreement,  made  this  17th  day  of  May,  1900,  by  and 
between  the  Provident  Chemical  Works,  a  corporation,  of  St.  Louis,  ilis- 
souri,  and  the  Hygienic  Chemical  Co.,  a  corporation  of  Xew  York,  Wit 
nesseth: 

V.Tiereas  the  Eumford  Chemical  Works  claims  to  be  the  owner  of  letters 
patent  No.  474.811.  dated  :May  17th.  1892.  and  further  claims  that  the  par- 
ties hereto  and  their  respective  customers  and  consumers  are  infringing 
said  letters  patent;  and, 

Whereas,  the  parties  hereto  are  desirous  of  joining  and  co-operating  for 
their  mutual  interests  and  protection  herein: 

Now,  therefore,  it  is  agreed  between  them  as  follows: 

First.  That  any  and  all  suits  brought  by  said  Rumford  Chemical  Works, 
its  successors  or  assigns,  under  the  said  letters  patent  against  the  parties 
hereto,  or  any  of  their  said  customers  and  consumers,  shall  be  fully  and 
faithfully  defended,  as  follows:  If  brought  against  any  person  or  per- 
sons, firms  or  corporations,  resident  west  of  the  Mississippi  river  or  in  the 
states  of  Wisconsin,  Illinois,  Mississippi,  and  Tennessee,  the  same  shall  be 
defended  under  the  supervision  of  the  said  Provident  Chemical  Works 
through  attorneys  appointed  by  it;  and  if  brought  against  a  resident  of 
any  other  of  the  United  States  the  same  shall  be  defended  under  the  su])er- 
vision  of  said  Hygienic  Chemical  Company  through  attorneys  appointed 
by  it;  the  cost  and  expense  of  such  defenses  to  be  equally  borne  by  tin- 
par  ties  hereto. 

Second.  It  is  further  distinctly  understood  and  agreed  that  no  settle- 
ment or  agreement  of  any  kind  shall  be  entered  into  by  either  of  the  par- 
ties hereto  with  said  llumford  Chemical  Works,  its  successors  or  a.ssigns  in 
relation  to  such  suits  or  said  letters  patent  without  the  consent  of  the 
other  party  hereto  in  writing  first  obtained  thereto. 

Third.     It  is  further  agieed  that  the  parties  hereto  shall  give  to  eaeli 


1982      CORPORATION  FORMS  AND  PRECEDENTS. 

other  iininediate  notice  of  any  actions  brought,  or  of  any  expense  incurred 
from  time  to  time. 

In  witness  whereof,  the  parties  liave  hereunto  set  their  hands  and  seals 
the  day  and  year  first  above  mentioned. 

Provident  Chemical  Works, 

F.  E.  Udell,  Pres't.  [Seal] 

Hygienic  Chemical   Co., 

J.  E.   Heller,   Pres't.  [Seal] 

In  presence  of  Felix  Jellenix. 

The  above  agreement  was  involved  and  construed  in  Hygienic  Chemical 
Co.  V.  Provident  Chemical  Works,  176  Fed.  525. 

See  for  agieement  of  stockholders  to  join  in  litigation,  Form  1580,  supra. 

Form  2138. 

PETITION  FOR  REGISTRATION  OF  TRADE-MARK 

UNDER  FEDERAL  LAW. 

To  the  Commissioner  of  Patents: 

The  undersigned  presents  herewith  a  drawing  and  five  specimens  (or 
facsimiles)  of  his  trade-mark,  and  requests  that  the  same,  together  with 
the  accompanying  statement  and  declaration,  may  be  registered  in  the 
United  States  Patent  Office  in  accordance  with  the  law  in  such  cases  made 
and  provided. 

John  Doe, 
(Signature  of  Applicant.) 

Dated ,19.... 

(Date  of  execution.) 
See  for  registration  of  trade-marks  under  Federal  law,  Act  Cong.  Feb. 
20,  1905,  ch.  592,  as  amended  bv  Act  Cong.  Mav  4,  1906,  c.  2081,   §  1,  34 
Stat.  168;  Act  Cong.  Feb.  18,  1909,  ch.  144,  35  Stat.  628;  Comp.  Stat.  U.  S. 
1901,  Supp.  1911,  pp.   1459-1471. 

Form  2139. 
STATEMENT  FOR  AN  INDIVIDUAL. 

To  all  whom  it  may  concern: 

Be  it  known  that  I,  John  Doe,    (Name   of  applicant)    a  citizen   of  the 

United  States  of  America,  (Citizenship  of  applicant)  residing  at   

county  of ,  State  of (Applicant's  address) 

and  doing  business  at  No Street,  in  said  city, 

(Business  address)  have  adopted  and  used  the  trade-mark  shown  in  the 
accompanying  drawing  for  canned  fruits  and  vegetables,  (Particular  de- 
scription of  goods)  in  class  No.  46,  Foods  and  ingredients  of  foods.  (No. 
and  title  of  class — see  classification.) 

The  trade-mark  has  been  continuously  used  in  my  business  (and  in  the 
business  of  my  predecessor,  Richard  Roe.)  (Name  of  predecessor,  if  any), 
since  February  1,  1899.     (Earliest  date  of  use.) 

The  trade-mark  is  applied  or  affixed  to  the  goods,  or  to  the  packages 
containing  the  same,  by  placing  thereon  a  printed  label  on  which  the 
trade-mark  is   shown.      (Or   state  other   mode   or   modes   of  application.) 

John  Doe. 
(Signature  of  api)licant.) 

See  note  to  Form  2138,  supra. 


PATENTS  AND  TRADE  MAKKS.  1933 

Form  2140. 
DECLARATION  FOR  AN  INDIVIDUAL. 
STATE  OF  PJO.XNSVLVANIA,/ 
County   of    I'hihidelphia.  ( 

John  Doe,  (Name  of  applicant)  being  duly  sworn,  deposes  and  says 
that  ho  is  the  applicant  named  in  the  foregoing  statement;  that  he  be- 
lieves the  foregoing  statement  is  true;  that  he  believes  himself  to  be  the 
owner  of  the  trade-mark  sought  to  be  registered;  that  no  other  person, 
firm,  corporation,  or  association,  to  the  best  of  his  knowledge  and  belief, 
has  the  right  to  use  said  tiade-mark  in  the  United  States,  either  in  the 
identical  form  or  in  any  such  near  resemblance  thereto  as  might  be  cal- 
culated to  deceive;  that  said  trade-mark  is  used  by  him  in  commerce 
among  the  several  States  of  the  United  States  (and  between  the  United 
States  and  foreign  nations  or  Indian  tribes,  and  particularly  with  Eng- 
land and  Germany),  (Names  of  foreign  countries  or  Indian  tribes.);  that 
the  description  and  drawing  presented  truly  represent  the  trade-mark 
sought  to  be  registered;  and  that  the  specimens  (or  facsimiles)  show 
the  trade-mark  as  actually  used  upon  the  goods. 

John   Doe, 
(Signature  of  applicant.) 
Subscribed    and    sworn    to    before    me    a    notary    public,    (Official    title.) 
this   15th   day  of  June,   1906.    (Date   of  execution.) 

Richard  Jones, 
Notary  Public. 
(L.  S.)  (Oflficial  title.) 

See  note  to  Form  2138,  supra. 

Form  2141. 
STATEMENT  FOR  A  FIRM. 

To  all  whom  it  may  concern: 

Be  it  known  that  we,  John  Doe  &  Company,  (Firm  name)  a  firm 
domiciled  in  New  York,  county  of  New  York,  State  of  New  York,  (Dom- 
icile) doing  business  at  No.  36  Fulton  street,  (Business  address)  in  said 
city,  and  composed  of  the  following  members,  John  Doe,  Richard  Roe, 
and  Henry  Poe,  (Names  of  members  of  the  firm)  citizens  of  the  United 
States  of  America,  (Citizenship  of  members  of  the  firm)  have  adopted 
and  used  the  trade-mark  shown  in  the  accompanying  drawing  for  surgical 
bandages,  (Particular  description  of  goods)  in  class  No.  44,  Dental, 
medical,  and  surgical  appliances,  (Number  and  title  of  class — see  classi- 
fication). 

The  trade-mark  has  been  continuously  used  in  our  business  (and  in 
the  business  of  our  predecessors,  Doe  &  Roe,)  (Name  of  predecessors,  if 
any)  since  January  1,  1902,  (Earliest  date  of  use). 

The  trade-mark  is  applied  or  affixed  to  the  goods,  or  to  the  packages 
containing  the  same,  by  placing  thereon  a  printed  label,  on  which  the 
trade-mark   is  showni.      (Or  state  other  mode  or  modes  of  application.) 

.John  Doe  &  Company,   (Firm  name.) 
By  Richard  Roe.   (Signature  of  a  member  of  the  firm.) 

A  Member  of  the  Firm. 

See  note  to  Form  2138,  supra. 


1934    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  2142. 
DECLARATION  FOR  A  FIRM. 

STATE  OF  NEW  YOEK,   ) 

County  of  New  York.       ( 

Eicbard  Koe,  (Name  of  affiant)  being  duly  sworn,  deposes  and  says 
that  he  is  a  member  of  the  firm,  the  applicant  named  in  the  foregoing 
statement;  that  he  believes  the  foregoing  statement  is  true;  that  he 
believes  said  firm  is  the  owner  of  the  trade-mark  sought  to  be  regis- 
tered; that  no  other  person,  firm,  corporation,  or  association,  to  the 
best  of  his  knowledge  and  belief,  has  the  right  to  use  said  trade-mark 
in  the  United  States,  either  in  the  identical  form  or  in  any  such  near 
resemblance  thereto  as  might  be  calculated  to  deceive;  that  said  trade- 
mark is  used  by  said  firm  in  commerce  among  the  several  States  of  the 
United  States  (and  between  the  United  States  and  foreign  nations  or 
Indian  tribes,  and  particularly  with  France  and  Spain),  (Names  of  for- 
eign countries  or  Indian  tribes)  ;  that  the  description  and  drawing  pre- 
sented truly  represent  the  trade-mark  sought  to  be  registered;  and  that 
the  specimens  show  the  trade-mark  as  actually  used  upon  the  goods. 

Eichard  Eoe.     (Signature  of  affiant.) 

Subscribed  and   sworn  to  before  me,  a  notary  public,  this    

day  of ,  19. . . .    (Date  of  execution.) 

Harry    Brown, 
Notary  Public.      (Official  title.) 

See  note  to  Form  2138,  supra. 

Form  2143. 
STATEMENT  FOR  A  CORPORATION  OR  ASSOCIATION. 

To   all   whom   it   mty   concern: 

Be  it  known  that  Union  Manufacturing  Company,  (Name  of  appli- 
cant) a  corporation  duly  organized  under  the  laws  of  the  State  of  Maine, 
(State  or  country  under  the  laws  of  which  organized)  and  located  in 
the  City  of  Brunswick,  county  of  Cumberland,  in  said  State,  (Location 
of  corporation)  and  doing  business  at  No.  326  Atlantic  Avenue,  in  the 
city  of  Boston,  State  of  Massachusetts,  (Business  address)  has  adopted 
and  used  the  trade-mark  shown  in  the  accompanying  drawing  for  arc 
and  incandescent  electric  lamps  and  electric  heaters  (Particular  descrip- 
tion of  goods)  in  Class  No.  21,  Electrical  apparatus,  machines  and  sup- 
plies.    (Number  and  title  of  class — see  classification.) 

The  trade-mark  has  been  continuously  used  in  the  business  of  said 
corporation,  (and  in  the  business  of  its  predecessors,  John  Doe  Com- 
pany,) (Name  of  predecessors,  if  any"!  since  January  30,  1898.  (Give 
earliest  date  of  use.) 

The  trade-mark  is  applied  or  affixed  to  the  goods,  or  to  the  packages 
containing   the   same,   by   placing   thereon   a   printed   label    on   which   the 
trade-mark  is  shown.     (Or  state  other  mode  or  modes  of  application.) 
Union  Manufacturing  Company,   (Name  of  applicant.) 

By  John  Doe, 
(Signature  of  officer.) 
Secretary. 
(Official  title.) 
See  note  to  Form  2138,  supra. 


PATENTS  AND  TRADE  MARKS.  1935 

Form  2144. 
STATEMENT  FOR  REGISTRATION   OF  TRADEMARK. 

To   All    VVliuiii   It   May   Concern: 

Be  it  Known  that  the  Thaddeus  Davids  Company,  a  corporation  or- 
ganized under  the  laws  of  the  state  of  New  York,  located  and  doing 
business  in  New  York  City,  county  of  New  York,  in  the  state  of  New 
York,  has  adopted  for  its  use  the  trade-mark  shown  in  the  accompanying 
drawing. 

This  mark  has  been  continuously  used  in  the  business  of  said  corpora- 
tion and  its  predecessor,  Thaddeus  Davids,  since  about  1825. 

The  general  class  of  merchandise  to  which  the  mark  is  appropriated 
is  class  60,  inks  and  inking  materials,  and  the  particular  description 
of  goods  comprised  in  such  class  upon  which  it  is  used  is  writing-inks  of 
all  varieties,  hectograph-ink,  show-card,  indelible  and  stamping  ink, 
and  stamp-pads. 

It  is  customary  to  print  the  murk  upon  labels  which  are  attached  to 
the  receptacles  containing  the   goods. 

Thaddeus   Davids   Company, 

By   E.   W.  Davids,  Secy. 

See  Thaddeus  Davids  Co.  v.  Davids,  165  Fed.  792.  Such  statement 
was  accompanied  by  the  usual  declaration  under  oath.     See  next  form. 

See  note  to  Form  2138,  supra. 

Form  2145. 
DECLARATION  FOR  A  CORPORATION  OR  ASSOCIATION. 

STATE   OF  MASSACHUSETTS,    ) 

'  SS ' 

County  of  Suffolk.  j 

John  Doe,  (Name  of  affiant.)  being  duly  sworn,  deposes  and  says  that 
he  is  the  secretary  (OfiScial  title.)  of  the  corporation,  (name  of  corpora- 
tion) the  applicant  named  in  the  foregoing  statement;  that  he  believes 
the  foregoing  statement  is  true;  that  he  believes  said  corporation  is  the 
owner  of  the  trade-mark  sought  to  be  registered;  that  no  other  person, 
firm,  corporation,  or  association,  to  the  best  of  his  knowledge,  and 
belief,  has  the  right  to  use  said  trade-mark  in  the  United  States,  either 
in  the,  identical  form  or  in  any  such  near  resemblance  thereto  as  might 
be  calculated  to  deceive;  that  said  trade-mark  is  used  by  said  corpora- 
tion in  commerce  among  the  several  States  of  the  United  States,  (and 
between  the  United  States  and  foreign  nations  or  Indian  tribes  and 
particularly  with  Italy  and  France),  (Names  of  foreign  nations  or  Indian 
tribes.)  ;  that  the  description  and  drawing  presented  truly  represent  the 
trade-mark  sought  to  be  registered;  and  that  the  specimens  (or  fac- 
similes)  show  the  trade-mark  as  actually  used  upon  the  goods. 

John  Doe,   (Signature  of  affiant.) 

Subscribed  and  sworn  to  before  me,  a  notary  public,  (Official  title.) 
this  20th  day  of  February,  1906.     (Date  of  execution.) 

[L.  S.]  William   Grane, 

Notary   Public.      (Official   title.) 

See  form  next  preceding,  and  note  to  Form  2138,  supra. 


1936    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  2146. 

DECLARATION  FOR  APPLICANTS  UNDER  THE  TEN- 
YEAR  PROVISO. 

STATE   OF   CONNECTICUT,    ) 
County  of  Fairfield.  ]      ' 

Richard  Roe  (Name  of  applicant.)  being  dulj^  sworn,  oeposes  and 
says  that  he  is  the  applicant  named  in  the  foregoing  statement;  that  he 
believes  the  foregoing  statement  is  true;  that  he  believes  himself  to  be 
the  owner  of  the  mark  sought  to  be  registered;  that  no  other  person, 
firm,  corporation,  or  association,  to  the  best  of  his  knowledge  and  belief, 
has  the  right  to  use  said  mark  in  the  United  States,  either  in  the 
identical  form  or  in  any  such  near  resemblance  thereto  as  might  be  cal- 
culated to  deceive;  that  said  mark  is  used  by  him  in  commerce  among 
the  several  States  of  the  United  States  (and  between  the  United  States 
and  foreign  nations,  or  Indian  tribes,  and  particularly  with  Russia  and 
Turkey),  (Names  of  foreign  nations  or  Indian  tribes.) ;  that  the  descrip- 
tion and  drawing  presented  truly  represent  the  mark  sought  to  be  regis- 
tered; that  the  specimens  (or  facsimiles)  show  the  mark  as  actually 
used  upon  the  goods;  and  that  the  mark  has  been  in  actual  use  as  a 
trademark  of  the  applicant  (and  applicant's  predecessors  from  whom 
title  was  derived)  for  ten  years  next  preceding  the  passage  of  the  act 
of  February  20,  190.5,  and  that,  to  the  best  of  his  knowledge  and  belief, 
such  use  has  been  exclusive. 

Richard  Roe,  (Signature  of  afl&ant.) 

Subscribed  and  sworn  to  before  me,  a  notary  public,  (Official  title.) 
this  15th  day  of  February,  1906.     (Date  of  execution.) 

[L-  S.]  Charles  Mason, 

Notary  Public,  (Oflaeial  title.) 

See  note  to  Form  2138,  supra. 

Form  2147. 
DECLARATION  FOR  FOREIGNER. 

UNITED  STATES  CONSULATE,  ) 

'  ss: 
London,  England.  ( 

John  Doe  (name  of  affiant)  being  duly  sworn,  deposes  and  says  that 
he  is  the  applicant  named  in  the  foregoing  statement;  that  he  believes 
the  foregoing  statement  is  true;  that  he  believes  himself  to  be  the 
owner  of  the  trade-mark  sought  to  be  registered;  that  no  other  person, 
firm,  corporation,  or  association,  to  the  best  of  his  knowledge  and  belief, 
has  the  right  to  use  said  trade-mark  in  the  United  States,  either  in  the 
identical  form  or  in  any  such  near  resemblance  thereto  as  might  bo  cal- 
culated to  deceive;  that  said  trade-mark  has  been  registered  in  England 
(name  of  country),  on  .Tune  1,  1900  (Date),  No.  49.'',16  (Number  of  regis- 
tration) ;    that   the   description   and   drawing  presented   truly   represent 


PATENTS  AND  TRADE  MARKS.  1937 

the    trade-mark    sought    to    be    registered;    and    that    the    specimens    (or 
facsimiles)    show   the   trade-mark   as   actually   used   upon   the   goods. 

John  Doe,   (Signature  of  alliant.) 
Suhscribcd   and  sworn  to  before  me,  a   United  States   consul   (official 
title)  this  2Uth  day  of  January,  1906.     (Date  of  execution.) 
[SealJ  Richard  Jones, 

United  States  Consul.   (Official  title.) 
See  note  to  Form  2138,  supra. 

Form  2148. 

STATEMENT  FOR  AN  INDIVIDUAL  UNDER  SECTION  3 
OF  THE  ACT  OF  MAY  4,  1906. 

To  all  whom  it  may  concern: 

Be  it  known  that  I,  Richard  Roe  (name  of  applicant),  a  subject  of 
the  King  of  England  (citizenship  of  applicant),  residing  at  London, 
England  (applicant's  residence),  and  doing  business  at  No.  26  Thread- 
needle  Street,  in  said  city*  (business  address),  and  having  a  manufactur- 
ing establishment  at  Hartford,  State  of  Connecticut,  have  adopted  and 
used  the  trade-mark  shown  in  the  accompanying  drawing  for  the  fol- 
lowing products  of  such  manufacturing  establishment,  namely,  rubber 
boots  and  shoes  (particular  description  of  goods),  in  Class  No.  39,  Cloth- 
ing.    (Number  and  title  of  class — see  classification.) 

The  trade-mark  has  been  continuously  used  in  my  business  and  in 
the  business  of  my  predecessor,  John  W.  Brown  (name  of  predecessor, 
if  any),  since  January  1,  1901.     (Earliest  date  of  use.) 

The  trade-mark  is  applied  or  affixed  to  the  goods,  or  to  the  packages 
containing  the  same,  by  placing  thereon  a  printed  label  on  which  the 
trade -mark  is  shown.     (Or  state  other  mode  or  modes  of  application.) 

Richard  Roe.   (Signature  of  applicant.) 

See  note  to  Form  2138,  siipra. 

Form  2149. 

DECLARATION  FOR  FOREIGNERS  UNDER  SECTION  3 

OF  THE  ACT  OF  MAY  4,  1906. 

UNITED  STATES  CONSULATE,  1^^^ 
London,   England.  ( 

Richard  Roe,  (name  of  affiant),  being  duly  sworn,  deposes  and  says 
that  he  is  the  applicant  named  in  the  foregoing  statement;  that  he 
believes  the  foregoing  statement  is  true;  that  he  believes  himself  to  be 
the  owner  of  the  trade-mark  sought  to  be  registered;  that  no  other  per- 
son, firm,  corporation,  or  association,  to  the  best  of  his  knowledge  and 
belief,  has  the  right  to  use  said  trade-mark  in  the  United  States,  either 
in  the  identical  form  or  in  any  such  near  resemblance  thereto  as  might 
be  calculated  to  deceive;  that  said  trade-mark  is  used  by  him  in  com- 
merce among  the  several  States  of  the  United  States  (and  between  the 
TTnited  States  and  foreign  nations  or  Indian  tribes,  and  particularly 
with  England  and  Germany)  (names  of  foreign  countries  or  Indian 
tribes) ;  that  the  description  and  drawing  presented  truly  represent  the 
trade-mark    sought   to   bo   registered;    that   the   specimens    (or   facsimiles) 


1938     CORPORATION  FORMS  AND  PRECEDENTS. 

show  the  trade-mark  as  actually  used  upon  the  goods;  that  his  man- 
ufacturing establishment  is  located  at  Hartford,  State  of  Connecticut 
(location  of  manufacturing  establishment);  and  that  the  goods  for 
which  the  trade-mark  is  claimed  in  this  application  are  the  products  of 
such  establishment. 

Richard  Roe,   (Signature  of  affiamt.) 

Subscribed  and  sworn  to  before  me,  a  United  States  consul,  this  15th 
day  of  June,   1906   (date  of  execution). 

rSE4Ll  Richard   Jones, 

United  States  Consul.   (Official  title.) 

See  note  to  Form  2138,  stipra. 

Form  2150. 
NOTICE  OF  OPPOSITION. 

To  the  Commissioner  of  Patents: 

In  the  matter  of  an  application  for  the  registration  of  a  trade-mark 
for  sewing  machines,  (Particular  goods.)  Serial  No.  1906,  filed  April  15, 
1906,  (Number  and  date  of  application.)  by  John  Doe,  (Name  of  appli- 
cant.) of  San  Francisco,  Cal.,  (Location  or  residence  of  applicant.) 
which  was  published  on  page  1746,  Vol.  120,  No.  13,  of  the  Official 
Gazette  of  June  13,  1906,  (Page,  volume,  number,  and  date  of  the  Offi- 
cial Gazette.)  I,  Richard  Roe,  (Name  of  party  opposing.)  residing  at 
No.  12  Clark  street,  city  of  Chicago,  State  of  Illinois,  (Residence  or 
location  of  party  opposing.)  believe  I  would  be  damaged  by  such  regis- 
tration and  I  hereby  give  notice  of  my  intention  to  oppose  the  registra- 
tion of  said  trade-mark. 

The  grounds  for  opposition  are  as  follows:  (Here  state  the  grounds 
for  opposing  registration). 

Richard  Roe.     (Signature  of  opposing  party.) 

STATE   OF   ILLINOIS,    1^^. 
County    of    Cook.  j 

On  this  23d  day  of  June,  1906,  (Date  of  execution.)  before  me,  a 
notary  public,  (Official  title.)  in  and  for  Cook  County,  State  of  Illinois, 
personally  appeared  Richard  Roe,  (Name  of  party  opposing.)  who,  being 
by  me  duly  sworn,  (Or  affirmed.)  deposes  and  says  that  he  has  read  the 
foregoing  notice  of  opposition,  and  knows  the  contents  thereof,  and  that 
the  same  is  true  of  his  own  knowledge,  except  as  to  the  matters  therein 
stated  on  information  and  belief,  and  as  to  those  matters  he  believes  it 

to  be  true. 

rL_  g  •]  Charles    Kingman, 

Notary  Public.    (Official  title.) 
See  note  to  Form  2138,  supra. 

Form  2151. 
APPLICATION  FOR  CANCELLATION  OF  TRADE-MARK. 

To  the  Commissioner  of  Patents: 

In  the  matter  of  trade-mark  No.  1898  (Number  of  registration), 
registered  May  23,  1906,  (Date  of  registration)  by  Richard  Roe,  (Name 
of  registrant)   of  the  city  of  Portland,  county  of  Cumberland,  State  of 


PATENTS  AND  TRADE  :\1ARKS.  1939 

Maine,  (Residence  or  location  of  registrant)  1,  John  L)oo,  (Name  of 
party  applying  for  cancellation)  residing  at  No.  113  Fayette  street,  in 
the  city  of  Baltimore,  State  of  Maryland,  (Residence  or  location  of  the 
party  applying  for  cancellation)  deem  myself  injured  Ijy  said  registra- 
tion and  I  hereby  apply  for  the  cancellation  thereof. 

The  grounils  for  cancellation  are  as  follows:  (Here  state  the  grounds 
for  cancellation). 

John   Doe. 
(Signature   of   i)arty   ai)plying  for   cancellation.) 

STATE  OF  MARYLAND,   ) 
City   of   Baltimore.  I 

On  this  26th  day  of  June,  1906,  (Date  of  execution)  before  me,  a 
notary  public,  (OflScial  title)  in  and  for  the  City  of  Baltimore,  State  of 
Maryland,  personally  appeared  John  Doe,  (Name  of  party  applying  for 
cancellation)  who,  being  by  me  duly  sworn,  (Or  afiirmed)  deposes  and 
says  that  he  has  read  the  foregoing  application  for  cancellation,  and 
knows  the  contents  thereof,  and  that  the  same  is  true  of  his  own  knowl- 
edge, except  as  to  the  matters  therein  stated  on  information  and  belief, 
and  as  to  those  matters  he  believes  it  to  be  true. 

John   .Tones, 
Notary  Public.     (Official  title.) 

(The  above  forms  in  reference  to  trade-marks,  with  the  exception  of  Form 
2144,  supra,  are  taken  from  the  forms  furnished  by  the  United  States  Patent 
Office  in  connection  with  the  rules  of  the  Patent  Office  relating  to  trade- 
marks. ) 

See  note  to  Form  2138,  supra. 

Form  2152. 
WARNING  AGAINST  UNFAIR  COMPETITION. 

Three  Oaks,  Michigan,  July  loth,  1903. 

To  the  Trade:  "We  desire  to  warn  the  trade  against  the  purchase  and 
sale  of  "Featherbone"  products  not  made  and  sold  by  us.  An  imitation 
and  inferior  articleis  being  offered  to  the  trade  under  our  trade-mark 
and  name  "Featherbone"  and  in  the  dress  of  our  goods  and  in  imita- 
tion of  them. 

We  have  brought  suit  against  Landauer  &  Co.,  of  Milwaukee,  for  deal- 
ing in  these  fraudulent  imitations  in  unfair  competition  with  us.  asking 
for  an  injunction  against  such  practice  on  their  part  and  for  five  thou- 
sand dollars   ($5,000.00)    damages  for  their  acts. 

This  imitation  article  is  made  in  infringement  of  our  ]iatents  and 
trade-marks  and  in  unfair  and  fraudulent  imitation  of  our  goods,  and  we 
give  this  public  notice  so  that  the  trade  may  understaml  our  rights, 
our  position  relative  thereto  and  our  intention  to  stop  infringement  and 
all  unfair  competition. 

The  Warren  Featherbone  Co. 

The  above  warning  against  purchase  of  goods  claimed  to  infringe  upon 
patent  and  trade-iiuirk  rights  was  hold  jiroper  in  Warren  II.  Featherbone 
Co  V.  Landauer,  l.ol  Fed.  130.  See  also  Adriance.  Piatt  &  Co  v.  Nat. 
Harrow  Co.,  121  Fed.  827;  Farquahar  Co.  v.  Nat.  Harrow  Co.,  102  Fed. 
714. 


CHAPTER  XXXVIL 
LISTING  STOCK  ON  STOCK  EXCPIANGES. 

Form  2153. 

RULES  OF  THE  NEW  YORK  STOCK  EXCHANGE  FOR 
LISTING  SECURITIES. 

Committee  on  Stock  List. 
New  York  Stock  Exchange. 

July    1,    1912. 
This  Committee  will  meet  on  Mondays  at  3.30  P.  M. 
An    application    signed   by    an   executive   officer    of   a   corporation    must 
be   filed  with  the  Secretary  of  the   Stock  Exchange,  and   on   notice   six 
additional  printed  or  typewritten  copies  must  be  filed  on  or  before  the 
Wednesday  prior   to   date  set  for   consideration. 

Every  application  must  be  accompanied  by  a  check  for  Fifty  Dollars 
for  each  $1,000,000,  or  portion  thereof,  of  the  par  value  of  each  class 
of  security.  Checks  should  be  drawn  to  the  order  of  "Treasurer  of  the 
New   York   Stock   Exchange." 

Requirements  for  Original  Listings. 
Eailroad  Corporations. 

Application  for  an  original  listing  of  the  capital  stock  of  railroad 
corporations  shall  recite  the  title  of  the  corporation,  date  of  organiza- 
tion and  authority  for  same;  special  rights  or  privileges  under  charter; 
amount  of  capital  stock  authorized,  issued,  and  applied  for;  par  value; 
rate  of  dividend;  voting  power;  whether  capital  stock  is  full  paid  and 
non-assessable;  whether  personal  liability  attaches  to  ownership;  whether 
preferred  stock  authorized,  whether  cumulative  or  non-cumulative; 
preference  as  to  dividends  and  distribution  of  assets;  location  and 
route  of  road;  description  of  property  and  total  mileage  in  operation; 
contemplated  extensions;  total  equipment;  amount  of  mortgage  lien, 
amount  of  other  indebtedness  or  liability,  jointly  or  severally,  for  leases, 
guarantees,  rentals  and  car  trusts,  and  terms  of  payment  thereof;  dis- 
tribution of  securities;  application  of  proceeds;  income  account  for 
one  year  and  balance  sheet  of  recent  date;  name  and  location  of  trans- 
fer agent  and  registrar;  address  of  main  office  of  corporation;  list  of 
oflQcers  and  directors  (classified);  date  and  place  of  annual  meeting; 
end  of  fiscal  year. 

Application  for  bonds  shall  recite  in  addition  tne  full  title;  denomina- 
tions; amount  authorized,  outstanding,  applied  for,  with  numbers,  and 
authority  for  issue;  date  and  maturity;  rates  of  interest,*  when  and 
where  payable;  distribution;  names  of  trustees;  redemption  by  sinking 
fund  or  otherwise;  terms  of  exchange  or  convertibility  into  other  securi- 
ties; whether  issued  only  in  coupon  form,  registerable  as  to  principal,  or 
fully   registered,   or   both,   and   if   the    latter,   whether   interchangeable; 

1940 


LISTING  STOCK  OX  STOCK  EXCHANGES.      1941 

purposes  of  issue  and  application  of  proceeds;  terms  of  issue  of  additional 
amounts;  trustees'  obligation  to  declare  principal  and  interest  due  and 
payable  in  event  of  default,  and  restrictions  or  limitations  of  unusual 
character;  a  tabulated  list  of  properties  owned,  leased  and  operated, 
showing  those  covered  by  the  mortgage  or  other  indenture  under  which 
the  bonds  arc  issued;  those  covered  by  prior  liens;  indebtedness  of  leased 
companies  or  companies  controlled  by  ownership  of  bonds  and  stocks, 
and  the  amount  of  such  bonds  and  stocks  owned,  authorized,  issued, 
assumed,  guaranteed,  or  deposited  as  collateral. 

If  bonds  are  convertible  into  stock,  file  certified  copy  of  the  action  of 
stockholders  and  directors  authorizing  issue  and  reservation  of  stock 
to   be   held   specifically  for  such  conversion. 

When  bonds  are  issued  to  replace  other  liens,  the  Committee  will 
require  evidence  of  the  satisfaction  of  such  liens,  or  a  certificate  of 
trustee  that  prior  lien  bonds  are  held  under  the  terms  of  the  mortgage 
or  indenture. 

A  copy  of  the  mortgage  or  indenture  must  be  furnished,  including  a 
certificate  from  the  County  Clerk  in  each  county  in  which  the  mort- 
gaged property  is  located,  that  the  mortgage  or  indenture  has  been 
recorded  in  such  county.  Should  the  laws  of  the  State  not  require  a 
record  to  be  made  in  the  several  counties,  a  copy  of  certificate  of  the 
Secretary  of  the  State,  showing  the  legal  record,  shall  be  filed  with 
the  copy  of  mortgage  or  indenture.  This  copy  must  be  certified  by  the 
Trustee  to  be  a  true  copy. 

When  a  mortgage  or  indenture  provides  that  bonds  may  be  issued 
interchangeably  in  coupon  and  registered  form,  each  registered  bond 
issued  thereunder  shall  bear  a  legend  reciting  the  number  or  numbers 
of  the  coupon  bond  or  bonds  reserved  for  exchange  of  such  registered 
bond  in  substantially  the  following  form: 

' '  The  within  bond   is  issued  in  lieu  of  or  in  exchange  for    (a)   coupon 

bond(s),  numbered    for  $1,000   (each,  none  of)   which  bond(s)   is 

(not)  contemporaneously  outstanding,  and  (a)  coupon  bond(s)  bearing 
the  said  serial  number (s)  will  be  issued  in  exchange  for  this  bond  upon 
its  surrender  and  cancellation." 

A   registered   bond    not   interchangeable   shall   bear   the   following: 

"The  within  bond  is  issued  in  lieu  of  or  in  exchange  for    (a)    coupon 

bond(s),  numbered    for  $1,000   (each,  none  of)   which  bond(s)   is 

(not)  contemporaneously  outstanding." 

The  Committee  recommends  that  when  fully  registered  bonds  are  to 
be  issued,  they  shall  be  made  interchangeable  with  coupon  bonds 

When  mortgages  or  indentures  provide  for  the  issuance  of  coupon 
bonds  of  the  denomination  of  100  dollars,  the  Committee  recommends 
that  any  ten  such  bonds  be  exchangeable  into  coupon  bonds  for  1,000 
dollars  each,  and  that  each  unit  consisting  of  ten  100  dollar  bonds  bear 
a  number  together  with  an  afiix  letter  (A  to  J)  representing  a  1,000 
dollar  bond  reserved  for  exchange,  and  that  each  100  dollar  bond  bear 
the  following  legeml: 

"For  this  bond  and  nine  other  bonds  of  the  same  denomination  and 
serial  number,  bearing  alHxed  letters  A  to  .7,  a  coupon  bond  for  .$1,000 
is  held  in  reserve  and  is  not  contemporaneously  outstanding,  and  on 
the  surrender  and  cancellation  of  ten  $100  bonds  of  said  series  a  coupon 


1942    CORPORATION  FORMS  AND  PRECEDENTS. 

bond  for  $1,000  will  be  issued  in  exchange  therefor  bearing  the  lowest 
serial  number  reserved  for  such  purpose. ' ' 

When  bonds  are  to  be  denominated  in  foreign  moneys,  the  Committee 
recommends  that  the  standard  of  value  in  United  States  gold  coin  be 
stated,  and  that  the  text  of  all  such  bonds  be  in  the  English  language 
with  the  foreign  text  in  a  parallel  column.  The  English  text  shall  gov- 
ern the  interpretation  in  all  such  issues. 

(For  papers  and  agreements  to  be  filed,  see  pages  1944  and  1945.) 

Corporations  Other  Than  Railroads. 

Application  for  an  original  listing  of  securities  of  corporations  other 
than  railroads  shall  recite  the  title  of  the  corporation,  date  of  organiza- 
tion and  authority  for  same;  amount  of  capital  stock  authorized,  issued 
and  applied  for;  par  value;  rate  of  dividend;  voting  power;  whether 
capital  stock  is  full  paid  and  non-assessable;  whether  personal  liability 
attaches  to  ownership;  whether  preferred  stock  is  authorized,  whether 
cumulative  or  non-cumulative;  preference  as  to  dividends  and  distribu- 
tion of  assets,  and  redemption;  whether  an  original  organization  or  a 
consolidation  of  several  previously  existing  firms  or  corporations;  if  a 
consolidation,  a  concise  history  of  its  organization,  and  the  names  and 
locations  of  constituent  companies  owned  in  entirety  or  otherwise,  and 
amounts  of  authorized,  issued  and  owned  stocks  of  same;  full  descrip- 
tion of  the  property,  real,  personal  and  leased;  real  estate  owned  in 
fee,  acreage  and  location,  and  the  character  of  buildings  thereon; 
nature  and  character  of  product;  business  to  be  transacted;  duration 
of  charter  and  charters  of  subsidiary  companies;  special  -rights  and 
privileges  conveyed  to  the  corporation  under  its  charter,  or  to  directors 
under  by-laws;  income  account  for  one  year  and  balasce  sheet  of  recent 
date;  name  and  location  of  transfer  agent  and  registrar;  address  of  main 
office  of  corporation;  list  of  officers  and  directors  (classified);  date  and 
place  of  annual  meeting;  end  of  fiscal  year. 

For  bojod  listings  the  requirements  are  substantially  the  same  as  for 
bonds  of  railroad  corporations,  pages  1940-1942. 

(For  papers  and  agreements  to  be  filed,  see  pages  1944  and  1945.) 

Mining  Corporations. 

Application  to  list  securities  of  mining  corporations  shall  recite  details 
of  original  organization  and  authorized  capitalization ;  amount  of  shares 
outstanding,  amount  applied  for,  amount  of  shares  remaining  unissued,  and 
options  or  contracts  on  such  shares;  whether  capital  stock  is  full  paid 
and  non-assessable;  par  value;  voting  power;  whether  personal  liability 
attaches  to  ownership;  whether  preferred  stock  is  authorized,  whether 
cumulative  or  non-cumulative;  preference  as  to  dividends  and  distribu- 
tion of  assets,  and  redemption;  bonded  indebtedness,  if  any,  with  date 
of  issue,  maturity  and  rate  of  interest;  list  and  numbers  of  patented 
and  unpatented  claims;  full  description  of  mineral  and  other  lands, 
leases  and  water  rights,  smelting  and  concentrating  plants,  timber  and 
fuel  supply,  owned  or  controlled;  a  geological  description  of  the  country 
in  which  the  mines  are  located  showing  the  character  of  the  ore  pro- 
duced, the  proper  method  of  treatment,  a  description  of  the  ore  bodies, 
average   values,  and  probabilities   on  further   exploration. 

A  history  of  the  property  giving  prior  workings  of  mine,  results  ob- 


LISTING  STOCK  ON  STOCK  EXCHANGES.      1943 

taine<l  ami  {.roiluetion  each  year,  with  statement  of  receipts  and  expen- 
ditures, and  disposition  of  income;  location  of  mines  and  proximity  to 
railway  or  other  common  carrier;  cost  of  mining,  tran.sportation,  mill- 
ing or  smelting;  balance  sheet  showing  assets  and  liabilities;  if  a  min- 
ing development  and  an  income  account  not  available,  guarantee  of  an 
amount  to  complete  development  and  afford  working  capital;  statement 
of  ore  reserves  compared  with  reserves  of  previous  years  and  an  esti- 
mate by  a  competent  mining  expert  of  the  probable  life  of  the  mine; 
a  balance  sheet  of  all  companies  owned  or  controlled  by  stock  owner- 
ship or  otherwise;  name  and  location  of  transfer  agent  and  registrar; 
address  of  m.in  ofTicc  of  corporation;  list  of  officers  and  directors  Cdas- 
sified)  ;  date  and  place  of  annual  meeting;  end  of  fiscal  year. 

For  bond  listings  the  requirements  are  substantially  the  same  as  for 
bonds  of  railroad  corporations,  pages  1940-1942. 

(For  papers  and  agreements  to  be  filed,  see  pages  1944  and  1945.) 

Reorganized   Corporations. 

Application  to  list  securities  of  a  corporation,  which  has  been  insol- 
vent, or  has  been  reorganized,  shall  recite  a  concise  history  of  the  cor- 
poration, and  of  its  predecessor,  with  a  statement  of  the  reason  for 
its  reorganization;  history  of  proceedings  if  property  was  sold  under 
foreclosure;  description  and  amount  of  all  securities  authorized,  issued 
and  applied  for  by  the  new  corporation;  tabulated  statement  of  securities 
issued  in  lieu  of,  or  exchanged  for  any  of  the  preceding  issues;  pur- 
poses and  terms  in  detail  under  which  additional  securities  of  the  reor- 
ganized corporation  may  be  issued;  amount  and  description  of  the  vari- 
ous securities  which  have  been  retired,  canceled,  deposited,  or  other- 
wise held,  or  are  still  outstanding;  income  account  of  the  predecessor 
corporation  for  a  period  of  at  least  one  year  prior  to  reorganization, 
and  final  balance  sheet;  also  a  balance  sheet  of  the  new  corporation  at 
date  of  reorganization;  income  account  for  one  year  and  balance  sheet 
of  recent  date;  name  and  location  of  transfer  agent  and  registrar;  address 
of  main  oflice  of  corporation;  list  of  officers  and  directors  (classified); 
date  and  place  of  annual  meeting;  end  of  fiscal  year. 

(For  papers  and  agreements  to  be  filed,  see  pages  1944  and  1945.) 

Certificates  of  Deposit  in  Trust. 
Institutions,  firms,  corporations,  depositaries  of  securities  under  plans 
of  reorganization,  protective  or  associate  action  or  voting  trusts,  are 
requested  to  accept  on  deposit  only  such  securities  as  are  a  delivery  on 
the  Stock  Exchange;  provided,  that  in  any  case  where  said  depositaries 
find  it  necessary  to  accept  securities  which  are  not  a  delivery,  they  shall 
issue  therefor  a  distinctive  certificate  which  will  indicate  the  irregular- 
ity. Agreements  for  deposit  of  securities  for  protective  or  associate 
action  must  be  limited  to  a  specified  time  for  continuance,  within  which 
a  plan  of  reorganization  or  adjustment  will  be  presented  to  the  certifi- 
cate holders  for  acceptance,  or  in  default  thereof  such  holders  will  be 
granted  opportunity  to  withdraw  the  securities  represented  by  their 
certificates,  and  terminate  their  agreement.  Penalty  for  delay  in  de- 
positing securities  under  any  agreement  should  not  be  imposed  until 
all  holders  of  such  securities  have  had  reasonable  opportunity  for  depos- 
iting, after  the  listing  of  the  certificates   of  deposit. 


1944    CORPORATION  FORMS  AND  PRECEDENTS. 

Certificates  of  deposit  will  be  considered  as  representing  the  deposit 
of  coupon,  registered,  or  interchangeable  registered  bonds.  Certificates 
issued  for  deposit  of  non-interchangeable  registered  bonds  or  bonds  not  a 
delivery  on  the  Stock  Exchange  must  bear  on  their  xace  evidence  of 
such  fact.  Certificates  of  deposit  for  securities,  vrhether  for  reorganiza- 
tion, protective  or  associate  action,  or  for  voting  trusts,  must  bear  the 
countersignature  of  some  institution  as  registrar  in  same  manner  as 
certificates  for  stock. 

(For  papers  and  agreements  to  be  filed,  see  pages  194'f'  and  1945.) 

Atlditional  Amounts  of  Listed  Securities. 

Application  to  list  additional  amounts  of  listed  securities  shall  refer 
to  i^revious  applications  by  number;  state  character  and  amount  of  addi- 
tional issues  and  amounts  applied  for;  whether  issued  for  cash,  property, 
or  otherwise;  distribution;  application  of  proceeds;  amount,  description 
and  disposition  of  securities  exchanged  for  new  issues;  additional  prop- 
erty acquired  and  present  physical  condition;  furnish  income  account 
and  balance  sheet  of  recent  date;  attested  copy  of  resolutions  of  stock- 
holders and  action  of  directors  as  to  issuance  of  the  additional  secur- 
ities, and  opinion  of  counsel  as  to  validity  of  issue;  trustee's  certificate 
of  issue  of  additional  bonds  under  terms  of  the  mortgage  or  indenture; 
certificate  from  the  Secretary  of  State  or  other  authority  for  increase 
in  capitalization. 

Thirty  days'  notice  of  any  proposed  increase  in  the  authorized  capital 
stock  of  a  corporation  shall  be  given  to  the  Stock  Exchange  before 
such  increase  shall  be  eligible  for  listing. 

The  registrar  shall  not  register  any  listed  stock  until  authorized  by 
this  Committee. 

When  the  capital  stock  of  a  corporation  is  increased  through  con- 
version of  bonds,  already  listed,  the  issuing  corporation  shall  give  imme- 
diate notice  to  the  Stock  Exchange,  and  this  Committee  may  thereupon 
add  said  stock  to  the  list  and  authorize  its  registration. 

(For  papers  and  agreements  to  be  filed,  see  pages  1944  and  1945.) 

Papers   to   be  Filed   With   Applications. 

For  listing  stocks: 

Seven  copies  of  the  charter  or  articles  of  incorporation,  one  copy  to 
be  attested  by  the  Secretary  of  State  in  which  the  corporation  is  incor- 
porated. 

Seven  copies  of  by-laws,  one  copy  to  be  attested  by  secretary  of  cor- 
poration. 

Seven  copies  of  leases  and  special  agreements,  one  copy  of  each  to  be 
attested  by  the  secretary  of  the  corporation. 

One  copy  of  resolutions  of  stockholders  authorizing  issue  and  of  the 
action  of  the  directors  thereunder,  each  attested  by  secretary  of  the 
corporation. 

Opinion  of  counsel  (not  an  officer  or  director  of  the  corporation)  as 
to  legality  of  authorization  and  issue  of  securities. 

Certificate  of  proper  authority  for  issue. 

Certificate  of  registrar  as  to  amount  of  securities  registered  at  date 
of  application. 


LISTING  STOCK  OX  STOCK  p:XCIIANGES.      1945 

Report  of  a  duly  qualified  engineer  covering  the  actual  iihysical  eoii- 
dition  of  the  property  as  of  recent  date. 

Map  of  the  property  a9d  contemplated   exteuHions. 

Specimens  of  all  securities  applied   for. 

In  addition  to  the  foregoing,  for  listing  bonds: 

Six  additional  copies  of  the  mortgage  or  indenture. 

Opinion  of  counsel  shall  cover — 

(a)   as  to  organization,   (b)   as  to  validity  of  issue. 

Trustees'  certificate  shall  cover — 

(a)  as  to  acceptance,  (b)  as  to  issuance  under  the  terms  of  the 
mortgage  or  indenture  with  numbers  and  amount  of  bonds  issued,  (c) 
as  to  securities  held,  (d)  as  to  cancellation  or  cremation  or  deposit  of 
underlying  securities,  prior  liens,  etc. 

Also,    with    applications    for    reorganized    corporations: 

Certified  copies  of  legal  proceedings  and  order  of  Court  confirming 
sale,  or  other  authority  for  reorganization. 

Certified  copy  of  plan  of  reorganization. 

Opinion  of  counsel  that  the  proceedings  have  been  in  conformitv  witli 
legal  requirements,  that  the  title  to  the  property  is  vested  in  the  new 
corporation,  and  is  free  and  clear  from  all  liens  and  incumbrances, 
except  as  distinctly  specified. 

Certificate  of  cancellation,  deposit,  or  holding  of  prior  issues. 

Certified  copies  of  all  mortgages  or  indentures. 

Agreements. 

Every  corporation  applying  to  list  securities  must  agree: 

That*  it  will  not  dispose  of  its  interest  in  any  constituent  companv, 
or  allow  any  of  said  companies  to  dispose  of  its  interests  in  other  com- 
panies, except  on  direct  authorization  of  stockholders  of  the  holding 
companv. 

To  publish  at  least  onco  in  each  year  and  submit  to  the  stockholders,  at 
least  fifteen  days  in  advance  of  the  annual  meeting  of  the  corporation,  a 
detailed  statement  of  its  ph/sical  and  financial  condition,  an  income  account 
covering  the  previous  fiscal  year,  and  a  balance  sheet  showing  assets  and 
liabilities  at  the  end  of  the  year;  also  annually  an  income  account  and  bal- 
ance sheet  of  all  subsidiary  companies; 

To  maintain  a  transfer  office  or  agency  in  the  Borough  of  Manhattan, 
City  of  New  York,  where  all  securities  shall  be  directly  transferable, 
and  the  principal  of  all  securities  with  interest  or  dividencls  thereon 
shall  be  payable; 

To  give  at  least  ten  days'  notice  in  advance  of  the  closing  of  the 
books  or  the  taking  of  a  record  of  stockholders  for  any  purpose.  The 
Committee  recommends  that  a  date  be  fixed  as  record  for  dividends, 
allotment  of  rights  and  stockholders  meetings,  without  an  extended 
closing  of  the  transfer  books. 

To  notify  the  Stock  Exchange  in  the  event  of  the  issuance  of  any 
rights  or  subscriptions  to  or  allotments  of  its  securities  and  afford  the 
holders  of  listed  securities  a  proper  period  within  which  to  record  their 
interests,  and  that  all  rights,  subscriptions  or  allotments  shall  be  trans- 
ferable, payable  and  deliverable  in  the  Borough  of  Manhattan,  City  of 
New  York. 


1946    CORPORATION  FORMS  AND  PRECEDENTS. 

Removals  or  Suspensions  in  Dealings  of  Listed  Securities. 

Whenever  it  shall  appear  that  the  outstanding  amount  of  any  security 
listed  upon  the  Stock  Exchange  has  become  so  reduced  as  to  make  in- 
advisable further  dealings  therein,  this  Committee  may  direct  that  such 
security  be  taken  from  the  list  and  further  dealings  therein  prohibited. 

The  Governing  Committee  may  suspend  dealings  in  the  securities  of 
any  corporation  previously  admitted  to  quotation  upon  the  Exchange, 
or  may  summarily  remove  any  security  from  the  list. 

Trustees  of  Mortgages. 

The  Committee  recommends  that  a  trust  company  or  other  corporation 
be  appointed  trustee  of  each,  mortgage  or  indenture;  but  when  a  State 
law  requires  the  appointment  of  a  local  individual  as  trustee,  that  a 
trust  company  or  other  corporation  be  appointed  as  co -trustee. 

The  Committee  will  not  accept  as  trustee  for  securities  an  oflScer  or 
director  of  the  applying  corporation,  nor  a  corporation  as  a  trustee  in 
which  an  officer  of  the  applying  corporation  is  an  executive  officer. 

The  Committee  will  not  accept  the  opinion  of  an  officer  or  director 
of  an  applying  corporation,  nor  of  a  firm  in  which  the  officer  or  director 
is  a  member,  as  counsel  on  any  legal  question  affecting  the  corporation; 
nor  will  it  accept  the  opinion  of  an  officer  or  director  of  a  guarantor 
corporation,  on  any  legal  lestion  affecting  the  issuance  of  guaranteed 
securities. 

Each  mortgage,  indenture  or  deed  of  trust  made  by  a  corporation  or 
constituting  a  lien  on  property  of  the  corporation  should  be  represented 
by  a  separate  trustee. 

The  trustee  shall  present  a  certificate  accepting  the  trust,  giving  the 
numbers  and  amount  of  bonds  executed,  in  accordance  with  the  terms 
of  the  mortgage  or  indenture;  and  certifying  that  the  lien  has  been 
recorded,  that  collateral  has  been  deposited,  and  that  prior  obligations, 
if  any,  have  been  canceled,  when  required  by  the  terms  of  the  mortgage 
or  indenture.  The  trustee  holding  securities  for  which  listed  certificates 
of  deposit  are  issued  must  notify  the  Stock  Exchange  if  the  deposited 
securities  are 'changed  or  removed  for  any  reason.  For  additional  issues 
of  bonds,  the  trustee  must  certify  that  such  increase  has  been  made  in 
conformity  with  the  terms  of  the  mortgage  or  indenture;  that  the  lien 
has  been  recorded  against  any  new  property  acquired,  that  the  required 
additional  collateral  has  been  deposited,  and  that  prior  obligations,  if 
any,  have  been  canceled,  when  so  required.  The  trustee  shall  notify 
the  Stock  Exchange  of  the  holding,  cancellation,  or  retirement,  of  bonds 
by  redemption,  or  through  the  operation  of  the  sinking  fund,  or  by 
purchase. 

Transfer  and  Registry. 

Every  corporation  is  required  to  maintain  a  transfer  agency  and  a 
registry  office  in  the  Borough  of  Manhattan,  City  of  New  York.  Both 
the  transfer  agency  and  the  registrar  must  be  acceptable  to  this  Com- 
mittee; the  registrar  must  file  with  the  Secretary  of  the  Stock  Ex- 
change an  agreement  to  comply  with  the  roquireineuts  in  regard  to 
.   registration. 

Certifications  of  registry  must  be  dated  and  must  bear  the  signature 
of  a  duly  authorized  officer  of  the  corporation  acting  as  registrar. 


LISTING  STOCK  OX  STOCK  EXCHANGES.      l'.J47 

The  registrar  shall  not  register  any  listed  stock  until  authorized  by 
this    Committee. 

A  trust  company  or  other  agency  shall  not  at  the  same  time  act  as 
transfer  agent  and  registrar  of  a  corporation. 

When  a  company  has  its  stock  transferred  at  its  own  oOic(!,  a  transfer 
agent  or  transfer  clerk  shall  he  apijointeu  by  authority  of  the  board  of 
directors  to  countersign  certificates,  and  shall  be  an  individual  other 
than  an  officer  authorized  by  the  bydaws  of  the  company  to  sign  cer- 
tificates of  stock. 

The  entire  amount  of  the  capital  stock  of  a  corporation  listed  upon 
the  Stock  Exchange  must  be  directly  transferable  at  the  transfer  office 
of  the  corporation  in  the  Borough  of  Manhattan,  City  of  New  York. 

When  a  corporation  makes  transfer  of  its  shares  in  other  cities,  the 
certificates  issued  therefrom  shall  be  interchangeable,  anjl  identical  with 
the  New  York  Certificates,  except  as  to  the  names  of  the  transfer  agent 
and  the  ref^istrar,  and  the  combined  amounts  of  stocks  registered  in  all 
cities  shall  not  exceed  the  amount  listed. 

Interchangeable  certificates  must  bear  a  legend  indicating  the  right 
of  transfer  in  New  York  and  other  cities. 

A  change  in  the  form  of  certificate,  of  the  transfer  agency,  of  the 
registrar,  or  of  the  trustee  of  bonds,  shall  not  be  made  without  the 
approval   of  this   Committee. 

The  Committee  recommends  that  the  text  of  bonds  and  certificates 
of  stock  shall  provide  for  direct  transfer  without  reference  to  the  books 
of  the  corporation. 

Engraved  Certificates  Required. 

Every  bond,  coupon,  or  certificate  of  stock,  must  be  printed  from  steel 
jjlates,  which  have  been  engraved  in  the  best  manner  and  which  have 
such  varieties  of  work  as  will  afford  the  greatest  security  against  counter- 
feiting. 

Certificates  of  deposit  of  trust  companies,  banks  or  firms  for  securities 
deposited  under  reorganizations,  voting  trusts,  or  agreements  for  legal 
action,  must  be  engraved  and  printed  from  steel  plates  with  engraved 
border  and  engraved  underlying  tint. 

For  each  bond,  coupon,  certificate  of  stock  and  certificate  of  deposit 
there  must  be  at  least  two  steel  plates,  viz.:  A  face  plate  containing  the 
vignettes  and  lettering  of  the  descriptive  or  promissory  portion  of  the 
document  which  should  be  printed  in  black,  or  in  black  mixed  with  a 
color;  and  a  tint  plate  from  which  should  be  made  a  printing  in  color 
underlying  important  portions  of  the  face  printing.  The  impressions 
from  these  two  plates  must  be  so  made  up6n  the  paper  that  the  com- 
bined effect  of  the  whole  if  photographed  would  be  a  confused  mass  of 
lines  and  forms,  and  so  give  as  effectual  security  as  possible  against 
counterfeiting  by  any  process. 

The  imprint  of  each  denomination  of  bonds  must  be  of  such  distinc- 
tive appearance  and  color  as  to  make  it  readily  distinguishable  from 
other  denominations  and  issues.  It  is  required  for  each  class  of  stock 
issued  that  there  shall  be  a  distinctively  engraved  plate  for  one  hundred 
shares  with  said  denomination  engraved  thereon  in  words  and  figures; 
for  certificates  issued  for  smaller  amounts,  there  shall  be  a  similar  plate, 
distinctive   in    color,  for   each   issue;    there   shall   be    engraved   thereon 


1948    CORPORATION  FORMS  AND  PRECEDENTS. 

some  device  whereby  the  exact  written  dcnomiuatiou  of  the  certificate 
may  be  distinctly  designated  by  perforation;  also  conspicuously  the  words, 
' '  Certificate  for  less  than  one  hundred  shares. ' ' 

The  terms  of  redemption  by  sinking  fund  or  otherwise,  and  of  con- 
version into  other  forms  of  securities  should  be  recited  in  the  text  of 
bonds. 

Certificates  of  stock  should  recite  ownership,  par  value,  and  whether 
shares  are  full  paid  and  non-assessable;  terms  of  redemption,  preference 
as  to  dividends,  voting  power,  or  other  privilege,  including  distribution 
of  assets  in  the  event  of  dissolution  of  the  corporation;  certificates  for 
Common  and  Preferred  Stock  each  shall  recite  preferences  of  the  Pre- 
ferred;  also  the  following  legend: 

' '  This  certificate  is  not  valid  until  countersigned  by  the  transfer  agent, 
and  registered  by  the  registrar." 

A  power  of  attorney  upon  the  reverse  of  a  certifisate  of  stock  must 
be  irrevocable  with  a  bill  of  sale  and  power  of  substitution.  The  fol- 
lowing form  is  required: 

* '  For   value   received    hereby  sell,   assign   and   transfer   unto 

,   shares  of  the  capital  stock  represented  by 

the  within  certificate  and  do  hereby  irrevocably  constitute  and  appoint 

,   attorney   to   transfer   the   said   stock   on   the   books 

of  the  within  named  company  with  full  power  of  substitution  in  the 
premises. 

"Dated ,  19 

' '  In  presence  of 

"Notice:  The  signature  to  this  assignment  must  correspond  with  the 
name  as  written  upon  the  face  of  the  certificate  in  every  particular 
without  alteration  or  enlargement,  or  any  change  whatever." 

This  Committee  will  object  to  any  security  upon  which  an  impress 
is  made  by  a  hand  stamp,  except  for  a  date  or  power  of  substitution. 

No  stock  certificate  or  bond  will  be  accepted  unless  it  has  been  en- 
graved by  some  engraving  company  whose  work  this  Committee  has 
been  authorized  by  the  Governing  Committee  to  pass  upon. 

The  name  of  the  engraving  company  must  appear  upon  the  face  of 
each  bond  and  certificate  of  stock  and  upon  the  face  of  each  coupon  and 
the  title  panel  of  the  bond. 

Wm.    W.    Heaton,    Chairman. 
George   W.   Ely,   Secretary. 

See  for  requirements  for  listing  securities  on  other  exchanges,  Forms 
21.56-2160,  post. 

See   for   forms   of   application    for   listing   securities,    Forms    2154-215.5, 

See  for  constitution,  by-laws  and  rules  of  exchanges,  Cohen  v.  Budd, 
103  N.  Y.  Supp.  405;  Nat.  League,  etc.,  v.  Horning,  148  N.  Y.  App.  Div. 
871-  Central  Stock  &  Grain  Exch.  v.  Board  of  Trade,  196  111.  9.36;  ADwvh 
Commission  Co.  v.  Spencer,  205  Mo.  105;  Pacaud  v.  Waite,  218  111. 
138,  2  L.  K.  A.  (N.  S.)  672;  McCarthy  Bros.  Co.  v.  Chamber  of  Commerce, 
105'  Minn.  497 ;  People  v.  Chicago  Live  Stock  Exch.,  170  111.  556,  39  L. 
E  A  373  62  Am.  St.  Rep.  404;  Evans  v.  Chamber  of  Commerce,  86  Minn. 
448;  Wood  v.  Chamber  of  Commerce.  119  Wis.  367;  Moffatt  v.  Board  of 
Trade  of  Kansas  City,   111  S.  W.    (Mo.  App.)    894. 

See    for    rights,    duties    and    liabilities    arising    out    of    membership    on 


LISTING  STOCK  ON  STOCK  EXCHANGES.      1949 

exchange,  Bostedo  v.  Board  of  Trade,  227  111.  90;  Evans  v.  Chamber  of 
Commerce,  80  Minn.  448;  Nat.  League,  etc.,  v.  Horning,  148  N.  Y.  App. 
i)iv.  871;  In  re  Hayes,  75  N.  Y.  Siipp.  312;  Young  v.  Ames,  181  N.  Y. 
542,  aflirming  78  App.  Biv.  229;  Bernheim  v.  Keppk-r,  09  i\'.   Y.  Supp.  803. 

See  for  e.xpiilisioii  or  suspension  of  members  and  reinstatement,  Nat. 
League,  etc.,  v.  Horning,  148  N.  Y.  .App.  i)iv.  871;  Young  v.  Ames,  ISI 
N.  Y.  542,  allirmiMg  78  App.  Div.  229;  Board  of  Trade  v.  Nelson,  ltj2  111. 
431,  53  Am.  bt.  Kep.  312;  Greene  v."  Board  of  Trade  of  Chicago,  174  111. 
585,  49  L.  K.  A.  305;  Moyse  v.  New  Y'ork  Cotton  Exch.,  143  App.  Div. 
265;  Farmer  v.  Board  of  Trade  of  Kansas  City,  78  jNIo.  App.  557; 
Neukirch  v.  Keppler,  174  N.  Y.  509,  affirming  56  App.  Div.  225;  Evans 
V.   Chand)er  of  Commerce,   86   Minn.   448. 

See  for  seats  on  exchanges  and  rights  arising  therefrom,  Nashua  Sav. 
Bank  v.  Abbott,  181  Mass.  531;  In  re  Currie,  185  Fed.  263;  In  re  Hayes, 
75  N.  Y.  Sui.p.  312;  Zell  v.  Baltimore  Stock  Exeh.,  102  Md.  489,  4  L. 
R.  A.  (N.  S.)  435;  Shannon  v.  Cheney,  156  Cal.  567;  In  re  Gaylord,  111 
Fed.  717;  Denver  Chaiidjer  of  Commerce  v.  Green,  8  Colo.  App.  420. 

See  for  transactions  and  dealings  between  mend)ers  of  exchanges,  Cochran 
V.  Adams,  ISO  Pa.  St.  289;  Bartlett  v.  Bartlctt  Sons  &  Co.,  116  Wis.  450; 
Albers  CJommission  Co.  v.  Board  of  Trade,  205  Mo.  105;  Jennie  Clarkson 
Home  for  Children  v.  Miss.,  K.  &  T.  Ey.  Co.,  182  N.  Y.  47;  In  re  Fisk 
&   Eobinson,    185   Fed.   974. 

See  for  right  in  and  to  quotations  of  exchanges,  Board  of  Trade  v. 
Christie  Grain  &  Stock  Co.,  198  U.  S.  230;  Hunt  v.  New  Y'ork  Ck)tton 
Exch.,  205  U.  S.  322;  Young  v.  Fames,  181  N.  Y.  542,  affirming  78  App. 
Div.  229;  Chamber  of  Commerce  v.  Wells,  100  Minn.  205;  Board  of  Trade 
V.   National  Board  of  Trade,   154  Fed.   238. 

See  for  right  of  legislature  to  control  stock  exchanges,  House  v.  Mayes, 
227  Mo.  617. 

Form  2154. 

APPLICATION  TO  LIST  STOCK  ON  NEW  YORK  STOCK 

EXCHANGE. 

Committee  on  Stock  List,  New  York  Stock  Exchange. 

Central   Leather   Company. 

Seven  Per  Cent.  Cumulative  Preferred  Stock  and  Common  Stock. 

New  York,  .July  5,  1905. 

Application  is  hereby  made  to  have  the  following  stocks  placed  on 
the  regular  list  of  the  New  York  Stock  Exchange:  $28,080,700  par  value. 
Seven  Per  Cent.  Cumulative  Preferred  Stock  of  Central  Leather  Com- 
pany (280,807  shares);  and  $37,397,600  par  value.  Common  Stock  of 
Central  Leather  Company   (373,976  shares). 

Said  Central  Leather  Company  was  incorporated  under  the  laws  of 
New  Jersey  on  April  12,  1905,  and  has  an  authorized  Capital  Stock  of 
$80,000,000,  divided  into  800,000  shares  of  the  par  value  of  $100  each. 
Of  said  stock,  $40,000,000,  in  400,000  shares,  is  Seven  Per  Cent.  Cumula- 
tive Preferred  Stock,  and  $40,000,000,  in  400,000  shares,  is  Common 
Stock. 

The  Preferred  Stock  is  Preferred  as  to  dividends  at  the  rate  of  Seven 
Per  cent,  per  annum,  cumulative,  from  July  1,  1905,  and,  in  case  of 
liquidation,  as  to  principal  and  unpaid  accumulated  dividends,  at  par. 
It  has  equal  voting  power  with  the  Common  Stock. 

It  is  provided  in  the  Certificate  of  Incorporation  of  said  Central 
Leather  Company  that  "From  time  to  time  the  Preferred  Stock  and 
the   Common  Stock   of  the   corporation   may   each   or  both   be   increased 


1950    CORPORATION  FORMS  AND  PRECEDENTS. 

according  to  law,  as  now  or  hereafter  enacted,  provided,  always,  that  at 
no  *time  shall  the  Preferred  Stock  be  increased  without  the  assent  of 
the  holders  of  at  least  two-thirds  in  interest  of  the  then  outstanding 
Preferred  Stock  of  the  Corporation." 

On  December  17,  1904,  a  Plan  was  promulgated  by  P.  A.  Valentine 
and  others  as  a  Stockholders'  Committee  of  The  United  States  Leather 
Company,  and  on  the  same  day  an  agreement  was  entered  into  between 
said  Committee  as  parties  of  the  first  part,  James  R.  Plum  and  all  other 
stockholders  of  The  United  States  Leather  Company  who  should,  by 
signature  to  said  Agreement  or  by  deposit  of  'their  stock  in  acceptance 
thereof,  become  parties  thereto,  parties  of  the  second  part,  and  the 
Central  Trust  Company  of  New  York,  as  Depositary,  party  of  the  third 
part,  which  Plan  and  Agreement  were  thereupon  deposited  and  are  now 
on  deposit  with  said  Depositary,  by  whom  the  said  position  was  accepted 
and  has  ever  since  been  and  is  now  held.  On  February  15,  1905,  the 
Certificates  of  Deposit  issued  and  to  be  issued  under  and  pursuant  to 
said  Agreement  were  admitted  to  quotation  in  the  Unlisted  Department 
of  the  standing  New  York  Stock  Exchange,  and  there  are  now  out- 
standing and  widely  held  Certificates  of  Deposit  of  said  Depositary  for 
561,600  shares  of  the  Preferred  Stock,  and  600,000  shares  of  the  Com- 
mon Stock  of  said  The  United  States  Leather  Company,  deposited  in 
acceptance  of  the  said  Plan  and  Agreement.  The  total  outstanding 
Capital  Stock  of  said  The  United  States  Leather  Company  consists  of 
$62,282,300  Eight  Per  Cent.  Cumulative  Preferred  Stock  and  $62,882,300 
Common  Stock. 

Pursuant  to  an  agreement  made  by  it  with  the  saif'.  Stockholders' 
Committee  and  the  said  Depositary,  and  as  contemplated  by  and  pro- 
vided in  said  Plan  of  December  7,  1904,  the  Central  Leather  Company 
has  purchased  and  acquired,  and  is  now  the  owner  and  holder  of  the 
said  561,600  shares  of  the  Preferred  Stock  and  600,000  shares  of  the 
Common  Stock  of  The  United  States  Leather  Company.  As  provided 
in  said  Plan  and  Agreement,  the  Central  Leather  Company  has  made 
an  Indenture,  dated  April  1,  1905,  to  the  Central  Trust  Company  of  New 
York,  as  Trustee,  and  has  pledged  and  delivered  the  Certificates  for 
said  shares  so  purchased  and  acquired  to  said  Trustee  for  the  purpose  of 
and  as  provided  in  said  Indenture.  The  Central  Leather  Company  has 
issued,  in  accordance  with  the  terms  of  said  Agreement  of  Purchase, 
$28,080,000  of  its  First  Lien  Twenty  Year  Five  Per  Cent.  Gold  Bonds, 
secured  by  the  aforesaid  Indenture,  Certificates  for  280,000  shares  of  its 
Seven  Per  Cent.  Cumulative  Preferred  Stock,  and  Certificates  for 
373,976  shares  of  its  Common  Stock.  It  has  also  sold  for  cash  and 
issued  Certificates  for  seven  additional  shares  of  its  said  Preferred 
Stock. 

Of  the  stock,  Certificates  for  280,800  shares  of  said  Preferred  Stock 
and  for  311,976  shares  of  said  Common  Stock  are  held  by  the  Central 
Trust  Company  of  New  York,  as  Depositary;  Certificates  for  7  shares 
of  said  Preferred  Stock  are  held  by  the  Directors  of  said  Company; 
and  Certificates  for  62,000  shares  of  said  Common  Stock  were  issued 
pursuant  to  said  Plan  and  to  the  "new  interests"  therein  mentioned. 

Said  depositary  is  prepared  to  deliver  to  the  holders  of  its  outstand- 
ing certificates  of  deposit,  upon  request  therefor  and  upon  surrender  of 


LISTING  STOCK  OX  STOCK  EXCHANGES.      1951 

said  Certificates,  ttie  280,000  shares  of  the  Preferred  Stock  and  the 
311,976  shares  of  the  Common  Stock  of  said  Central  Leather  Company 
to  which  said  holders  are  respectively  and  proportionately  entitled 
under  the  said  Plan  and  Agreement  of  December  17.  1904,  and  has  given 
public  notice  to  that  effect. 

The  securities  to  which  the  holders  of  said  Certificates  of  Ueposit  are 
entitled,  and  the  distribution  and  disposition  of  the  bonds  and  stocks 
of  said  Company  are  set  out  in  said  Plan  as  follows: 

The  net  and  final  distribution  of  securities  of  the  new  Company  is 
intended  to  be  as  follows.  The  figures  here  given  are  on  the  basis  of 
rhe  assent  of  all  outstanding  shares  of  the  present  Company.  On  the 
assent  of  less  than  all  the  total  amount  of  actual  distribution  to  holders 
of  such  shares  will,  of  course,  be  correspondingly  reduced. 

To  holders  of  the  Preferred  Stock  of  The  United  States  Leather  Com- 
pany ($62,282,300)  now  outstanding  for  each  share  thereof  with  all 
its  accumulated  dividends:  (Here  follows  certain  matter  which  is 
omitted.) 

Under  the  provisions  of  said  Plan  and  Agreement  of  December  17, 
1904,  the  said  Stockholders'  Committee  has  power,  at  its  discretion 
from  time  to  time  hereafter  to  permit  the  deposit  thereunder  of  addi- 
tional shares  of  Preferred  Stock  and  Common  Stock,  or  either,  of  The 
United  States  Leather  Company,  and  under  its  Certificate  of  Incorpora- 
tion the  Central  Leather  Company  has  power  to  purchase  among  other 
things,  additional  shares  of  said  stock,  both  Preferred  and  Common, 
and  other  shares  and  property  deemed  necessary  for  its  corporate 
purposes. 

The  United  States  Leather  Company  and  its  constituent  Companies, 
among  other  property,  own  the  following  stocks,  bonds,  and  other 
securities: 

(Here  follows   list.) 

The    United    States    Leather    Company    and    the    aforesaid    Companies 
whose  shares  of  stock  are  held  by  said  Company,  own: 
Here   are   described  properties.) 

As  shottTi  by  the  Balance  Sheet  of  The  United  States  Leather  Com- 
pany hereinafter  set  forth,  the  fixed  indebtedness  of  said  Company  on 
December  31,  1904,  in  addition  to  the  obligations  incurred  in  the  ordi- 
nary course  of  its  current  business,  were  as  follows: 

1.  Bills   payable    $2,100,000.00 

2.  Bills  of  Exchange  not  due 1,098,297.44 

3.  Sinking    Fund     Six     Per     Cent.     Gold     Debentures,     due 

1913,    but    required  to  be  redeemed  at  110  and  interest 
at  the  rate  of  $400,000  annually   5,280,000.00 

The  total  funded  indebtedness  at  this  date  (July  5,  1905)  of  the 
Central  Pennsylvania  Lumber  Company  consists  of  $9,000,000  Four  Per 
Cent.  Gold  Debentures,  due  January  1,  1930,  all  of  which  are  held  by 
Tho  United  States  Leather  Company. 

The  total  funded  indebtedness  at  this  date  (July  5,  1905)  of  the 
Susquehanna  &  New  York  Railroad  Company  consists  of  $937,000  Five 
Per  Cent.  First  Mortgage  Fifty-Year  Bonds,  all  of  which  are  held  by 
The  United  States  Leather  Company. 

The  Board   of  Directors  of  said   Central 'Leather  Company  on  July  5, 


1952    CORPORATION  FORMS  AND  PRECEDENTS. 

1905,  duly  authorized  the  following  Agreemeut  with  the  New  York 
Stock  Exchange.  . 

"Whereas,  the  Central  Leather  Company  is  about  to  apply  to  the 
New  York  Stock  Exchange  to  list  "ts  outstanding  First  Lien  Twenty- 
Year  Five  Per  Cent.  Gold  Bonds  and  its  outstanding  shares  of  Capital 
Stock: 

"The  said  Central  Leather  Company,  in  consideration  of  the  listing 
of  such  bonds  and  Capital  Stock,  does  hereby  agree  that  said  Com- 
pany will  not,  except  for  retirement  for  the  purpose  of  decreasing 
the  Capital  Stock  of  the  Company,  as  may  be  authorized  by  law,  buy 
or  otherwise  deal  in  shares  of  its  own  stock,  and  also  that  the  stock 
acquired  and  held  in  other  Companies  for  which  the  stock  of  this  Com- 
pany shall  have  been  or  shaTl  be  issued  will  not  be  sold  except  upon  the 
consent  in  writing  of  stockholders  of  the  company  owning  at  least  a  majority 
in  amount  of  the  Capital  Stock  of  the  Company,  or  upon  the  vote  of  stock- 
holders of  record  owning  not  less  than  a  majority  in  amount  of  the  stock  of 
the  Company  present  or  represented  at  an  annual  meeting  of  the  stock- 
holders or  at  a  special  meeting  of  the  stockholders  called  in  accordance 
with  the  by-laws  of  the  Company,  the  notice  of  which  shall  state  the 
purpose  for  which  said  meeting  is  called." 

The  said  Central  Leather  Company  further  agrees  that  it  will  publish, 
at  least  once  in  each  year,  a  properly  detailed  statement  of  the  income 
and  expenditures  for  such  preceding  period  of  said  Central  Leather 
Company  and  of  The  United  States  Leather  Company. 

The  Balance  Sheet  of  The  United  States  Leather  Company  as  of 
December  31,  1904,  the  close  of  its  preceding  fiscal  year,  is  as  follows: 
(Here  is  inserted  Balance  Sheet.) 

The  principal  office  of  the  Central  Leather  Company  is  at  No.  15 
Exchange  Place,  Jersey  City,  New  Jersey.  The  Eegistered  Agent  of  the 
Company,  under  the  laws  of  New  Jersey,  is  The  Corporation  Trust  Com- 
pany, with  office  at  No.  15  Exchange  Place,  Jersey  City,  New  Jersey. 
The  Transfer  Agent  of  the  Stock  of  the  Company  is  the  Equitable  Trust 
Company,  of  New  York,  with  offices  at  No.  15  Nassau  Street,  New 
York.  The  Eegistrar  of  the  stock  of  the.  Company  is  the  New  York 
Trust  Company  with  offices  at  No.  26  Broad  Street,  New  York. 

Directors  of  the  Company:  Eraser  M.  Moffat,  Frank  Healy,  Theodore 
R.  Hoyt,  Paul  M.  Warburg,  L.  C.  Krauthoff,  Howard  K.  Wood,  all  of 
New  York  City,  and  Kenneth  K.  McLaren,  of  Jersey  City,  N.  J. 

Officers  of  the  Company:  President,  Fraser  M.  Moffat;  Vice-Presi- 
dents, L.  C.  Krauthoff,  Howard  K.  Wood,  and  Kenneth  K.  McLaren; 
Treasurer,  James  R.  Plum;  Secretary,  Kenneth  K.  McLaren. 

Annual  Meeting:  Fourth  Wednesday  in  February.  The  fiscal  year 
ends  December  31. 

The  following  documents  are  herewith  filed  as  part  of  this  application: 

Certified  Copy  of  Certificate  of  Incorporation;  Certified  Copy  of 
By-Laws;  Certified  Copy  of  Indenture  of  Central  Leather  Company  to 
Central  Trust  Company  of  New  York,  as  Trustee,  dated  April  1,  1903 ; 
Certified  Copy  of  Plan  of  Stockholders'  Committee,  dated  December  17, 
1904;    specimen    Stock    Certificate;    opinion    of    Counsel;    Certificate    of 


LISTING  STOCK  ON  STOCK  EXCHANGES.      1953 

Eegistrar   as   to    number   of   shares   outstanding;    Agreement    with    New 
York  Stock  Exchange. 

Central  Leather  Company, 
By  Fraser  M.  Moffat,  President. 

New  York,  July  7,   190.5. 
At    a    meeting   hold    this    day,    the    Committee   on    Stock    List,   under 
authority    from    the    Governing    Committee,    directed    that    on    July    11, 
1905,  the  above-described  $28,080,700  Seven   Per  Cent.   Cumulative  Pre- 
ferred Stock  and  $^7,397,600  Common  Stock  be  admitted  to  the  list. 
George  W.  Ely,  Secretary.  W.  H.  Cranberry,  Chairman. 

See  for  listing  stock  on  New  York  Stock  Exchange,  Form  2153,  an<l 
notes   thereunder. 

See  form  next  following. 

Form  2155. 

APPLICATION  TO  LIST  ADDITIONAL  BONDS 
ON  NEW  YORK  STOCK  EXCHANGE. 

Committee  on  Stock  List,  New  York  Stuck  lOxchange. 

The  Pacific  Telephone  &  Telegraph  Company. 

First   Mortgage  and  Collateral  Trust  Thirty- Year  Sinking  Fund  Five  Per 

Cent.  Bonds. 

San  Francisco,  March  21,  1910. 

Referring  to  previous  application  of  The  Pacific  Telephone  &  Telegraph 
Company,  No.  A.  3661,  dated  June  3,  1909,  for  the  listing  of  its  First 
Mortgage  and  Collateral  Trust  Five  Per  Cent.  Sinking  Fund  Thirty-year 
Gold  Bonds,  due  1937;  application  is  now  made  to  list  an  additional  $3,000,- 
000  par  value  of  said  bonds,  numbered  23,001  to  26,000  inclusive,  for  $1,000. 
each. 

These  bonds  are  secured  by  a  Mortgage  and  Deed  of  Trust,  dated  Jan- 
uary 2,  1907,  to  Mercantile  Trust  Company  of  San  Francisco,  Trustee,  by 
a  Supplemental  Indenture,  dated  April  1,  1909,  and  by  a  Supplemental 
Agreement,  dated  November  2,  1909. 

These  bonds  are  issued  in  Coupon  Bonds  of  $1,000  each,  and  may  be 
registered  as  to  principal  or  exchanged  for  Registered  Bonds,  without  cou- 
pons, for  the  principal  sum  of  $1,000,  or  $10,000,  or  $50,000.  Coupon  and 
Registered  Bonds  are  interchangeable. 

The  purpose  for  which  the  bonds  have  been  issued,  covered  by  this  ap- 
plication, are  as  follows   (Article  23  of  the  Mortgage) : 
For  66  2/3%   of  amounts  expended  for  improvements,  additions, 

betterments,  extensions  and  new  property $3,000,000 

Amount   of   bonds   already   listed    $20,000,000 

Amount  of  bonds  now  applied  for 3,000,000 

Total     . $23,000,000 

The  proceeds  of  said  $8,000,000  bonds  were  used  and  applied  to  pay  for 
or  to  reimburse  the  Telephone  Company  on  account  of  payments  made  for 
permanent  improvements,  additions,  betterments,  extensions  and  new  prop 
erty  made  and  acquired  by  it,  or  loaned  by  it,  to  one  of  its  subsidiary  com 
panics,    and   expended  by  such   Company  in   permanent   improvements,   or 


1954     CORPORATION  FORMS  AND  PRECEDENTS. 

additions  to  or  betterments  or  extensions  of  property  owned  by  such  sub- 
sidiary company,  or  for  new  property  acquired  by  such  subsidiary  company 
for  use  in  its  business.  In  every  instance  such  subsidiary  company  has 
executed  for  amounts  so  loaned  to  it  its  Improvement  Notes,  as  provided 
in  said  Supplemental  Indenture,  and  said  notes  are  pledged  with,  and  in 
the  hands  of,  the  Mercantile  Trust  Company  of  San  Francisco,  Trustee, 
under  the  Mortgage  and  Deed  of  Trust  given  to  secure  these  bonds. 

Since  the  date  of  the  original  application,  June  3,  1909,  the  properties 
of  the  Company  have  been  increased  by  the  following:  Subscribers'  lines, 
17,319;  exchange  stations  in  operation,  21,489;  and  78,308  miles  of  wire. 
All  of  this  property  is  of  the  most  approved  character  of  modern  telephone 
construction  and  is  so  maintained. 

Statement  of  earnings  and  expenses  from  operations  of  the  Company  for 
the  year  ending  December  31,  1909: 

Earnings  and  Expenses  for  the  Year  1909. 

Eevenue: 

Exchange  service    $8,933,796.05 

Toll  service   3,091,991.20 

Miscellaneous    8.59,230.43 

$12,885,017.68 

Expenses : 

General     $    468,235.49 

Operating     3,308,996.89 

Maintenance    4,100,571.05 

Rentals   539,350.93 

Insurance    78,963.65 

Taxes    321,820.10 

.     Miscellaneous    956,419.81 

9,774,357.92 

Total  net  revenue   $  3,110,659.76 

Interest     $1,267,151.34 

Dividends— Preferred  Stock  Six  Ter  Cent..      1,080,000.00 

Transfer  to  reserve  for  maintenance 600,000.00 

2,947,131.34 

Undivided  profits    $      163,528.42 

Assets  and  Liabilities,  December  31,  1909. 
Assets. 

Plant    $41,730,065.03 

Real  estate   2,753,424.93 

Sinking  fund   (Sunset  Bonds)  : 

Central  Union  Tel.  Co.  5% $        18,000.00 

Pacific  Tel.  &  Tel.  Co.  5% 191,336.25 

Sunset  Tel.  &  Tel.  Co.  6% 269,067.50 

Sunset  Tel.  &  Tel.  Co.  5%  72,285.00 

■  Cash  105,000.00 

655,688.75 


LISTING  STOCK  ON  STOCK  EXCHANGES.      1955 

Stocks  and  bonds: 

Stocks    of    other    companies,    subject    to 

Mortgage     $        85,661.30 

Bonds    of    other    companies,    subject    to 

Mortgage     34,000.00 

Book  value  of  149,993  shares  of  stock 
of  Sunset  Tel.  &  Tel.  Co.  and  169,9:i3 
shares  of  stock  of  Pacific  States  Tel.  & 
Tel.     Co.,     subject     to     Mortgage     and 

pledged  with  Trustee   15,661,500.49 

15,781,161.79 

Supplies,  tools,  teams,  office  furniture  and  fixtures 2,031,876.81 

Bills  and  accounts   receivable    1,610,182.52 

Cash    291,609.75 

Prepaid  expenses  applicable  to  year  1910 70,830.09 

Deferred  charges  on  account  of  discount  and  cost  of  sale 
of  bonds  (Company  makes  a  pro  rata  monthly  credit  to 
this  account  so  as  to  spread  the  charge  over  the  entire 
life  of  the  bonds)    1,792,594.05 


Total     $66,717,433.72 

Liabilities. 

Capital  Stock : 

Preferred    .$18,000,000.00 

Common    18,000,000.00 

Bonded  debt : 

Pacific  Tel.  &  Tel.  Co.  5%  Bonds $20,000,000.00 

Sunset  Tel.  &  Tel.  Co.  6%  Bonds 750,000.00 

Sunset  Tel.  &  Tel.  Co.  5%  Bonds 2,250,000.00 


23,000,000.00 

Reserves  (accrued  liabilities  not  due  and  sundry  reserves) ....  327,010.07 

•Bills  and  accounts  payable: 

Western  Electric  Co 430,376.30 

American  Tel.  &  Tel.  Co ; 1,774,602.10 

Amounts     due    other     creditors,     employees, 

dividends  payable,   etc 1,676,960.11 


3,881,938.51 

Reserve  for  maintenance 2,334,336.89 

Surplus   1,174,148.25 


Total   $66,717,433.72 

*Since  the  date  of  this  statement  The  Pacific  Telephone  &  Telegraph  Com- 
pany has  sold  $3,000,000  of  bonds,  the  listing  of  which  is  now  applied  for, 
and  with  the  proceeds  payable  April  1,  1910,  the  items  of  bills  and  accounts 
payable,  $3,881,938.51,  will  be  reduced  accordingly. 

The  directors  of  the  Company  are  as  follows:  (here  insert  names  of 
directors  and  their  residences.) 

The  officers  of  the  Company  arc  as  follows :   President,   '.  •  •  ; 

Vice-President  ;  Vice-President  ;  Vice- 
President  ;  Secretary  and  Treasurer 

The  annual  meeting  of  the  Company  is  held  at  the  office  and  principal 


1956    CORPORATION  FORMS  AND  PRECEDENTS. 

place  of  business  of  the  Company,   in   Martinez,  Contra  Costa  County,  on 
the  first  Wednesday  in  March  of  each  year. 

Eespectfully  submitted, 
The  Pacific  Telephone  and  Telegraph  Company, 
By  Henry  T.  Scott,  President. 
This  committee  recommends  that  the   above  mentioned  $3,000,000  addi- 
tional First  Mortgage  and  Collateral  Trust  Thirty-year  Sinking  Fund  Five 
per  cent.  Bonds,  due  1937,  Nos.  23,001  to  26,000  inclusive,  for  $1000  each, 
be  added  to  the  list,  making  the  total  amount  listed  to  date  $23,000,000, 
Nos.  1  to  10,000  inclusive  and  Nos.  13,001  to  26,000  inclusive. 

Wm.  H.  Heaton,  Chairman. 
Adopted  by  the  Governing  Committee,  April  13,  1910. 

George  W.  Ely,  Secretary. 
See  form  next  preceding  and  note  thereunder. 

Form  2156. 

APPLICATION  TO  LIST  STOCKS  ON  BOSTON  STOCK 
EXCHANGE. 

STATEMENT   OF   COMPANY. 

1.  Name  of   Company?    , 

2.  Purpose  for  vphich  organized  ?   

3.  Date  of  incorporation?   

4.  Under  what  state  laws  incorporated?  If  under  special  legislative 
act  give  date  of  the  same;  also  give  references  to  any  special  legislation 
affecting  the  Corporation    

5.  Amount    of    authorized    Capital    Stock .  ., 

{Common  ?    
Preferred  ?    

6.  Amount    of   Capital   issued • , 

rConimon  ?     

,      I  Preferred?     

7.  Amount  to  be  listed  under  this 

application    

{Common? shares. 
Preferred  ?    shares. 

8.  Amount  unissued,  for  what  pur- 

pose reserved,  and  options 

or    contracts    on    such    shares , 

rCommon  ? shares. 


Preferred?    shares. 

9.     Par  value  of  Shares? 

10.  Amount  paid  in  on  each  Share,  and  in  what  manner  paid  (stating 
amount  of  Stock  paid  for  the  property)  ;  if  an  additional  issue  state  appli- 
cation   of    proceeds  ?     

11.  Is  Stock  assessable? 

12.  Dividend  Eecord? 


LISTING  STOCK  ON  STOCK  EXCHANGES.      1957 

13.  Is  any  of  this  Stock  pooled  or  held  in  trust  or  in  escrow?     Full  par- 

ticulars required.  Voting  pjower?  ^^^lethe^  personal  liability 
attaches  to  ownership?  Cumulative  or  won  cumulative,  prefer- 
ences as  to  dividends,  distri])ution  of  assets  and  retirement?.  ..  . 

14.  Location  of  Principal  Office? 

15.  Location  of  Transfer  Office,  and  name  of  Transfer  Agent  .' 

16.  Place  of  Registration  ?    

17.  Names  of  Officers  ? 

18.  Names  of  Directors  and  Tenure  of  Office? 

19.  Date  and  Place  of  Annual  Meeting;  end  of  Fiscal  Year? 

20.  If  Mining  C'omj)any  stale  location  and  proximity  to  railway  or  other 

common  carrier;  what  amount  has  been  expended  on  surface  ami 
what  amount  has  been  expended  underground;  what  is  the  ca- 
pacity of  Mining,  Milling  and  all  other  Machinery? 

21.  Remarks  to  cover  any  other  point  not  specified  above? 

PAPERS  WANTED. 

Each  exhibit  shall  be  separately  made  up  and  marked  with  the  proper 
letter,  and  be  enclosed   in  envelope  marked  with  corresponding  letter. 

All  certifications  made  by  a  Notary  Public  (whose  commission  shall  be 
certified  by  the  Secretary  of  State)  must  state  that  he  has  compared  the  copy 
with  original  and  that  it  is  correct. 

All  mining  Companies  must  furnish  Deeds,  or  certified  copies  thereof; 
also  original  or  certified  copy  of  Expert's  Report  as  to  present  value  and 
development   of   property. 

EXHIBITS. 

A.  Description  and  location  of  property,  with  map.  if  any. 

B.  Last  report   of  Company's  Treasurer  or  Directors. 

C.  Copy  of  Charter,  or  Articles  of  Incorporation,  certified  by  Secretary 
of  State  where  incorporated. 

D.  Copy  of  By-Laws  attested  by  Secretary  or  Clerk  of  Corporation,  sealed 
with  seal  of  Company. 

E.  Certified  copy  of  Court  Records,  if  any,  and  when  required  copies 
of  Deeds,  certified  by  Register  of  Deeds. 

F.  Detailed  statement  of  present  Financial  Condition  of  Company  (show- 
ing Debts  and  Resources),  certified  by  a  duly  authorized  Public  Accountant. 

G.  Number  of  Shareholders  in  each  class  of  stock,  classified  as  per  en- 
closed schedule. 

H.  Letter  from  Transfer  Agent  accepting  office. 

I.  Letter  from  Registrar  accepting  office. 

J.  Letter  from  Counsel   (not  an  officer  or  Director  of  the  Corporation), 

i7i  re  legality  of  incorporation  and  authorization  and  issue  of  securities. 

K.  Co{)y  of  Stock  Certificate   (cancelled). 

L.  Detailed  statement  of  Bonded  Indebtedness  stating  prior  liens,  if 
any,  certified  by  Treasurer  of  Company  and  sealed  with  seal  of  Company. 

M.  Contract  with  Registrar. 

TRUST  ORGANIZATIONS  MUST  ALSO  SEND  A  cOPV' 
OP  THE  DEED  OF  TRUST 

In  making  this  application  it  is  hereby  agreed,  as  a  condition  precedent 
to  the  listing  of  Stock,  that  the  Company  or  Association  shall — 


1958     CORPORATION  FORMS  AND  PRECEDENTS. 

(1)  Furnish  to  this  Committee  at  any  time,  on  demand,  such  reasonable 
information  of  its  general  condition  as  may  be  required,  and  that  a  failure 
to  give  such  information  shall  subject  the  Company  to  the  penalty  of  hav- 
ing its  Stock  stricken  from  the  list. 

(2)  Publish  at  least  once  every  year,  on  or  before  the  date  of  the  an- 
nual meeting,  a  detailed  statement  of  its  physical  and  financial  condition, 
together  with  an  account  of  its  income  and  expenditures  and  a  balance 
sheet,  and  also  include  an  income  account  and  balance  sheet  of  subsidiary 
companies. 

(3)  Give  the  Boston  Stock  Exchange  reasonable  notice,  satisfactory  to 
the  Listing  Committee,  of  any  intended  increase  of  the  Stock  or  Funded 
Debt  of  such  Corporation  or  Association,  and  of  the  closing  of  transfer 
books  for  any  purpose;  and  give  the  holders  of  listed  securities  a  reason- 
able period  within  which  to  avail  themselves  of  any  rights  to  subscribe  to 
shares  of  securities,  or  of  any  allotments  of  the  same. 

The  Boston  Stock  Exchange  reserves  the  right  to  strike  any  security  from 
the  list  at  any  time. 

To  each  of  the  foregoing  and  following  sheets  and  to  the  exhibits  en- 
closed in  the  envelopes  the  Secretary  has  affixed  his  signature  for  the  pur- 
pose of  identification. 

The  above-named    Company  hereby   applies   to 

have  the  Stocks  mentioned  in  question  "7"  above  listed  on  the  Boston 
Stock  Exchange,  and  the  undersigned  hereby  certify  that  the  answers  given 
by  them  above  and  in  the  papers  hereto  annexed  or  referred  to  are  true, 
to  the  best  of  their  knowledge  and  belief. 


President. 

Secretary 

STATE  OF ,) 

[ss:   , 

,   19.... 

Then  personally  appeared    and    and 

made  oath  that  they  are,  respectively.  President  and  Secretary  of  the  above- 
named  Company  and  that  the  foregoing  statement  subscribed  by  them  is 
true,  before  me. 


Notary    Public. 
We,  the  undersigned,  members  of  the  Boston  Stock  Exchange,  recommend 
the  listing  of  the  within-mentioned  Stock. 
(To  be  signed  by  two  members  in  good  standing.) 


ENGRAVED  CERTIFICATES  REQUIRED. 

The  face  of  every  Bond,  Coupon,  or  Certificate  of  Stock  must  be  printed 
from  stetl  plates  which  have  been  engraved  in  the  best  manner,  with  such 
varieties  of  work  as  will  afford  the  greatest  security  against  counterfeiting. 

For  each  document  or  instrument  there  must  be  at  least  two  steel  plates, 
viz.:  A  tint  plate  from  which  will  be  printed  an  anti-photographic  color, 
80  arranged  as  to  underlie  important  portions  of  the  face  printing,  and  a 


LLST1X(J  STOCK  OX  STOCK  P^XCHANGES.      1059 

face  plate  containing  the  vignettes  and  lettering  of  the  desoriptive  <jr  proniis- 
Bory  portion  of  the  document,  to  be  printed  in  black,  or  in  blaf;k  mixed 
with  a  color. 

These  two  jirintiiigs  must  be  so  made  upon  the  paper  that  the  combined 
effect  of  the  whole,  if  photographed,  would  be  a  confused  mass  of  lines 
and  forms,  and  to  effectually  secure  against  counterfeiting  by  scientific  or 
other  processes;  and  the  imprint  of  each  denomination  of  Homls  shall  be  of 
Buch  distinctive  api)earance  and  color  as  to  make  it  readily  distinguishable 
from  other  denominations  and  issues. 

This  above  rule  includes  certificates  of  deposit. 

In  certificates  for  100  shares,  the  figures  must  be  engraved  upon  their 
face,  and  certificates  for  less  than  100  shares  must  be  printed  in  a  different 
color  and  the  words  "Certificate  for  less  than  100  shares '>  must  be  en- 
graved upon  the  face. 

It  is  required  that  a  sample  of  each  issue  of  Stocks  or  Bonds  sought 
to  be  listed  shall  be  Veferred  to  the  Committee  for  acceptance  as  to  form, 
character,  and  workmanship,  prior  to  application  for  their  listing;  no  form 
of  Stock  Certificate  or  Bond  will  be  accepted  unless  it  has  tioen  carefully 
engraved  by  some  Bauk-Note  Engraving  Comjiany  whose  work  the  (Jorn- 
mitteo  on  Stock  List  has  been  authorized  by  the  Governing  Committee 
to  accept  for  admission  to  the  list.   • 

The  Listing  Committee  will  meet  on  the  first  Tuesday  in  every  month 
at  3:15  P.  M.  An  application  signed  by  the  President  an<l  the  Secretary 
of  tlie  Corporation  must  be  filed  with  the  Secretary  of  the  Stock  Exchange 
on  or  before  the  Tuesday  prior  to  the  date  set  for  consideration.  Every 
original  application  for  listing  securities  must  be  accompanied  by  a  check 
for  the  amount  of  $250  for  $5,000,000  or  any  portion  thereof,  of  the  par 
value  of  securities  presented  for  listing;  $50  more  for  each  additional 
$1,000,000  or  portion  thereof  up  to  $10,000,000  inclusive.  P^r  listing 
additional  amounts  $25  for  each  additional  $l.UO0.0U0  or  portion  thereof. 
Said  check  should  be  drawn  to  the  order  of  the  Treasurer  of  the  Boston 
Stock  Exchange  and  will  immediately  become  the  property  of  the 
Exchange. 

Form  2157. 

APPLICATION  TO  LIST  BONDS  ON  BOSTON  STOCK 
EXCHANGE— REGULAR  LIST. 

STATEMENT  OF  COMPANY. 

1.  Najne  of  Company  ? 

2.  Purpose  for  which  organized  ?   

3.  Date  of  incorporation  ? 

4.  Under  what  law  incorporated?   

5.  Amount  of  Bonds  authorized   (of  issue  to  be  listed)  ?   

6.  Amount  of  Bonds  issued    (of  issue  to  be  listed,  denomination,  and 

numbers)  ?     

7.  Amount  of  Bonds  to  be  listed  under  this  application    (state  issue, 
denomination,  and  numbers)  ?    

8.  Amount   of  these  Bonils  unissued  for  what  purpose   reserved    (state 
denominations  and  numbers)  ? 

9.  For  what  purpose  were  these  Bonds  issued? 

10.  What  consideration  was  received  for  Bonds  to  be  listed  under  this 
application  ?    


1960    CORPORATION  FORMS  AND  PRECEDENTS. 

11.  Are  any  of  those  Bonds  pooled  or  held  under  any  agreement  as  to 
sale  f   

(  Common? 

12.  Amount  of  authorized  Capital  Stock, 


Preferred? 


i  Common  ? Shares. 
Preferred  ? Shares. 

14.  Amount  listed  or  which  it  is  intended    (  Common? Shares. 

to  list,  i  Preferred  ? Shares. 

15.  Amount  unissued,  for  what  purpose      (  Common? Shares. 

reserved,  )  Preferred? Shares. 

16.  Par  Value  of  Shares? 

17.  Amount  paid  in  on  each  Share,  and  in  what  manner  paid  (stating 
amount  paid  for  the  property)  ? 

18.  Is  Stock  assessable  ? 

19.  Dividends  paid,  if  any? 

20.  Location  of  Principal  Office  ? 

21.  Name  and  Address  of  Trustees? 

22.  Location  of  Transfer  Office  for  Eegistered  Bonds? 

23.  Names    of    Officers?    

24.  JN^ames  of  Directors  ?    

25.  Eemarks  to  cover  any  other  point  not  specified  above? 

PAPERS  WANTED. 

Separate  papers  plainly  marked  with  the  letter  are  required  for  each  paper 
to  be  put  in  separate  envelopes,  also  plainly  marked  with  the  letter. 

All  copies  of  Deeds  must  be  certified  by  Register  of  Deeds  where  recorded. 

Copy  of  Charter  must  be  certified  by  Secretary  of  State  where  incor- 
porated. . 

All  other  certifications  must  be  made  by  a  Notary  Public,  who  must  state 
that  he  has  compared  the  copy  with  original  and  it  is  correct. 

EXHIBITS. 

A.  Description  and  Location  of  Property,  with  map,  if  any. 

B.  Last  report  of  Company^'s  Treasurer  or  Directors. 

C.  Copy  of  Charter,  certified  by  Secretary  of  State,  copy  of  By-Laws, 
certified  by  Notary  Public. 

D.  Copy  of  Court  Records,  if  any,  certified  by  Notary  Public. 

E.  Copy  of  Deeds,  if  any,  certified  by  Register  of  Leeds. 

F.  Detailed  statement  of  present  Financial  Condition  of  Company 
(showing  Debts  and  Resources). 

G.  Letter  from  Transfer  Agent  of  Bonds  accepting  office. 

H.  Letter  from  Counsel  in  re  legality  of  incorporation;  also  legality  of 
mortgage  or  other  document  securing  Bonds  to  be  listed,  and  list  of  coun- 
ties in  which  same  is  recorded,  also  opinion  on  guarantee,  if  any. 

I.     Copy  of  Bond  (cancelled). 

J.  Copy  of  authority  for  issuing  Bonds  to  be  listed,  certified  by  a  Notary 
Public. 

K.  Copy  of  mortgage  or  document  securing  Bonds  to  be  listed,  certified 
by  Register  of  Deeds  or  County  Clerk  wherever  recorded. 


LISTING  STOCK  OX  STOCK  EXCHANGES.      1961 

L.  If  Bonds  replace  a  prior  issue,  proper  evidence  of  the  satisfaction 
of  such  prior  lien. 

M.  Detailed  statement  of  all  Bonded  Indebtedness,  and  full  description 
of  Bonds  to  be  listed,  stating  amount  of  issue,  date  of  issue,  the  maturity, 
denomination,  numbers,  whether  payable  in  gold  or  currency,  rate  of  interest, 
A.heii  payable,  place  of  payment,  provisions  for  registering,  whether  Bonds 
are  subject  to  earlier  redemption  by  sinking  fund  or  otherwise,  full  state- 
ment of  any  guarantee  or  other  agreement  affecting  Bonds 

.TRUST  ORGANIZATIONS  MUST  ALSO  SEND  A  COPY 
OF  THE  DEED  OF  TRUST. 

In  making  this  application  it  is  hereby  agreed,  as  a  condition  precedent 
to  the  listing  of  the  Bonds,  that  the  Company  shall  furnish  to  this  Com- 
mittee at  any  time,  on  demand,  such  reasonable  information  of  its  general 
condition  as  may  be  required,  and  that  a  failure  to  give  such  information 
shall  subject  the  Company  to  the  penalty  of  having  its  Bonds  stricken  from 
the  list. 

In  consideration  of  the  listing  of  the  above  Bonds,  we  hereby  agree  to 
give  the  Boston  Stock  Exchange  reasonable  notice,  satisfactory  to  the  List- 
ing Committee,  of  any  intended  increase  of  the  funded  deVjt  of  said  Com- 
pany or  Corporation. 

The  Boston  Stock  Exchange  reserves  the  right  to  strike  any  security  from 
the  list  at  any  time. 

Dated, 


.,  President, 


President. 
Secretary. 


,  President,  J       ,    .        ,   ,  ,    „ 

'  V      being  duly  sworn  before  me,  de- 

poses and  says  that  the  above   (including  paper  marked  F)    is  a  true  and 

correct  statement  of  the  affairs  of  the Company 

on  the day  of ,  as  shown  by  the  books  and 

records  of  the  said  Company. 


Notary  Public. 
We,   the   undersigned,   members   of   the   Boston    Stock   Exchange,   recom- 
mend the  listing  of  the  within-mentioned  Bonds. 

(To'he  signed  by  two  members  in  good  standing.) 


ENGRAVED  CERTIFICATES  REQUIRED. 

The  face  of  every  Bond,  Coupon,  or  Certificate  of  Stock  must  be  printed 
from  steel  plates  which  have  been  engraved  in  the  best  manner,  with  such 
varieties  of  work  as  will  afford  the  greatest  security  against  counterfeiting. 

For  each  document  or  instrument  there  must  be  at  least  two  steel  plates, 
viz.:  A  tint  plate  from  which  will  be  printed  an  anti-photographic  color, 
so  arranged  as  to  underlie  important  portions  of  the  face  printing,  and  a 
face  plate  containing  the  -ignettes  and  lettering  of  the  descriptive  or  promis- 
sory portion  of  the  document,  to  be  printed  in  black,  or  in  Vjlack  mixed 
with  a  color. 


1962    CORPORATION  FORMS  AND  PRECEDENTS. 

These  two  printings  must  be  so  made  upon  the  paper  that  the  combined 
effect  of  the  whole,  if  photographed,  would  be  a  confused  mass  of  lines 
and  forms,  and  to  effectually  secure  against  counterfeiting  by  scientific  or 
other  processes;  and  the  imprint  of  each  denomination  of  Bonds  shall  be 
of  such  distinctive  appearance  and  color  as  to  make  it  readily  distinguishable 
from  other  denominations  and  issues. 

This  above  rule  includes  certificates  of  deposit. 

In  certificates  for  100  shares,  the  figures  must  be  engraved  upon  their 
face,  and  certificates  for  less  than  100  shares  must  be  printed  in  a  different 
color  and  the  words  "Certificate  for  less  than  100  shares"  must  be  en- 
graved upon  the  face. 

See  Form  2153,  supra,  and  notes  thereunder. 

See  two  forms  next  following. 

Form  2158. 

CONTRACT  WITH  REGISTRAR^BOSTON  STOCK 
EXCHANGE. 

Boston,  191.  . 

Know    all    Men    by    these    Presents,    that    for    and    in    consideration    of 

the  acceptance  by  the  Boston  Stock  Exchange  of  the    

as  a  satisfactory  registrar  of  the  capital  stock  of  the the 

gai J  ,  , by  its hereby  agrees  that  it  will 

not  register,  except  as  hereinafter  provided,  the  stock  of  said  company  to 

a  greater  amount  than  shares,  which  amount ■ 

already  registered,  and  that  it  will  not  hereafter  register  any  additional 
amount  of  said  stock  until  it  shall  have  first  been  notified  by  said  Exchange 
that  such  additional  stock  has  been  added  to  the  list  of  said  Exchange. 


To  the 

Pursuant    to    a    resolution    or    vote   of    the    Board    of    Directors    of    the 

the   said   company   hereby   authorizes   you   as   its 

registrar  for  the   to  sign  a  contract  of  the  tenor  of 

the  foregoing  dra^t  as  submitted  by  the  Boston  Stock  Exchange. 


Dated  191- •       ' 

See  Form  21.5.3,  supra,  and  notes  thereunder. 

Form  2159. 

REQUIREMENTS  FOR  LISTING  SECURITIES  ON  THE 
CHICAGO  STOCK  EXCHANGE. 

COMMITTEE  ON  STOCK  LIST. 

CHICAGO    STOCK    EXCHANGE. 

An  application  to  list  securities  on  the  Chicago  Stock  Exchange,  signed 
by  an  executive  officer  over  the  seal  of  the  corporation,  must  be  fil6<l  with 
the  Secretary  of  the  Exchange. 
■^Application  for  an  original  listing  of  securities  of  a  corporation,   must 

recite : 


LISTING  STOCK  ON  STOCK  EXCHANGES.      196S 

1.  Title  of  the  Company; 

2.  Date  of  Organization; 

3.  Under  the  laws  of  what  state  incorporated; 

4.  Purpose  for  which  organized; 

5.  Amount  of  authorized  Capital  Stock — 

a.  Amount  issued, 

b.  Par  value  of  shares, 

c.  Rate  of  dividend, 

d.  Voting  power, 

c.     Whether  fully  or  partially  paid, 

f.     If  personal  liability  attaches  to  ownership; 

6.  If  Preferred  Stock  is  authorized — 

a.  Preference  as  to  dividends, 

b.  Preference  as  to  distribution  of  Assets, 

c.  Whether  cumulative  or  non-cumulative, 

d.  Voting  power; 

7.  Amount  of  bonded  indebtedness  authorized — 

a.  Amount  issued, 

b.  Date  of  Maturity, 

c.  Rate  of  interest,  and  when  payable, 

d.  Denomination  of  Bonds  and  serial  numbers, 

e.  Privilege  of  registration. 

f.  Name  and  Location  of  Registrar, 

g.  Name  and  Location  of  Trustee; 

8.  Amount    of   other   indebtedness    or    liability    for   leases,    guarantees, 

rentals,  etc., 

9.  Location  of  Principal  Office; 

10.  Name  and  Location  of  Transfer  Agent; 

11.  Name  and  Location  of  Registrar; 

12.  Names  of  Officers  and  Directors; 

13.  Location  and  description  of  property  and  equipment; 

14.  Dates  and  duration  of  charter,  franchises,  etc.; 

15.  If  a  consolidation  of  several  previously  existing  firms  or  corporations — 

a.  Names  and  descriptions  of  constituent  companies, 

b.  Whether  owned  or  controlled  in  fee  or  otherwise. 

An  application  to  list  securities  must  be  accompanied  by  a  check  for 
$100,  drawn  to  the  order  of  the  Treasurer  of  the  Chicago  Stock  Exchange, 
for  each  class  of  securities  to  be  listed. 

A  corporation  is  required  to  maintain  in  the  City  of  Chicago  a  Transfer 
Agency  and  Registry  for  its  stock.  The  Company  may,  if  it  so  elects, 
transfer  its  own  stock;  but  the  Registrar  must  be  a  responsible  Bank  or 
Trust  Company  or  other  agency  satisfactory  to  the  Stock  List  Committee. 

An  application  to  list  securities  must  be  accompanied  by  certified  copies 
of: 

a.  Articles  of  Incorporation,  or  Charter; 

b.  Trust  Deeds  of  all  bond  issues; 

c.  Balance  Sheet  and  Income  Account  of  recent  date.     (These  may 

be  certified  by  the  auditor  of  the  Company  or  by  a  recognized 
Chartered  Accountant) ; 


1964     CORPORATION  FORMS  AND  PRECEDENTS. 

d.     An  agreement  in  effect  as  follows: 

' '  In  making  this  application  it  is  hereby  agreed  as  a  condi- 
tion precedent  to  the  listing  of  the  securities,  that  the  Com- 
pany shall  furnish  to  this  Committee  at  any  time,  on  demand, 
such  reasonable  information  of  its  general  condition  as  may  be 
required,  and  that  a  failure  to  give  such  information  shall 
subject  the  Company  to  the  penalty  of  having  its  securities 
struck  from  the  list.  Notice  of  any  increase  of  bonds  or  stock, 
stating  the  purpose  for  which  such  new  bonds  or  stock  are 
issued,  shall  be  given  in  writing  to  the  Secretary  of  the  Stock 
Exchange  at  least  thirty  days  before  the  issuing  of  said  new 
bonds  or  stock.  Notice  shall  be  given  to  the  Secretary  of  the 
Stock  Exchange  in  writing,  at  least  ten  days  in  advance  of 
the  closing  of  Xhe  Transfer  Books,  for  any  purpose  whatso- 
ever. ' ' 
No  application  to  list  bonds  or  stock  where  the  total  issue  amounts  to 
less  than  $200,000  par  value  will  be  considered  by  the  Committee. 

Form  2160. 

REQUIREMENTS  FOR  LISTING  SECURITIES  ON  THE 
PHILADELPHIA  STOCK  EXCHANGE. 

STOCK    LIST    COMMITTEE. 

Philadelphia  Stock  Exchange. 

June  24,  1910. 
Succeeding  Issue  of  May  8,  1906. 

1.  The  Stock  List  Committee  will  meet  on  each  Friday,  12  M.,  at  the 
office  of  the  Exchange. 

All  applications  to  list  securities  must  be  addressed  to  the  Commit- 
tee, and  should  be  filed  with  the  Secretary  of  the  Exchange  on  or  before 
the  Tuesday  prior  to  their  consideration. 

REQUIREMENTS     FROM     APPLICANTS. 

2.  In  all  cases  of  application  for  an  original  listing  of  either  Stocks 
or  Bonds  of  Steam  Railroad  or  Traction  Companies,  it  is  required  that 
there  shall  be  filed  a  statement  of  the  location  and  description  of  the  prop- 
erty, and,  when  possible,  also  a  map  thereof.  Said  statement  should  give 
title  of  the  Company,  when  incorporated,  and  by  what  authority;  route 
of  road,  miles  of  road  completed  and  in  operation,  gauge,  contemplated 
extensions,  equipment,  liabilities  and  assets,  earnings  and  expenses,  amount 
and  description  of  mortgage  lien  or  other  indebtedness;  also  a  statement 
of  any  liability  for  any  leases,  guarante<"s,  rentals,  or  ear  trusts,  and  the 
terms  of  payment  thereof;  also  the  number  of  shares  of  Capital  Stock 
authorized,  the  par  value  thereof,  and  the  amount  outstanding  at  date  of 
application,  and  if  full  paid  and  non-assessable,  a  list  of  the  Officers  and 
Directors,  the  office  of  the  Company,  Transfer  Office,  and  Registrar.  If  it 
is  a  reorganization  of  another  Company,  the  particulars  should  be  stated, 
as  required  by  paragraph  10.  Three  copies  of  this  statement  in  type  or 
typewritten,  signed  by  an  officer  of  the  Company,  should  be  furnished  to 
the  Committee,  together  with  a  like  number  of  copies  of  Trust  Deeds,  Mort- 


LISTING  STOCKTON  STOCK  p:XCHAXGES.      1965 

gages,  or  other  corporate  agreements  pertaining  to  the  application,  and  one 
certified  copy  of  the  Charter. 

3.  Applications  to  place  Bonds  on  the  List  (three  copies  required)  must 
give  a  description  of  the  bonds,  viz.:  The  amount  of  authorized  issue,  name 
of  Trustees,  date  of  issue  and  maturity,  the  denomination  of  each  kind  of 
lionds  issued,  and  whether  mortgage  under  which  bonds  are  issued  covers  all 
or  j)art  of  the  property  of  Company,  series  of  numbers,  rate  of  interest 
when  and  where  payable,  and  if  free  of  tax,  and  whether  principal  and 
interest  is  payable  in  gold  coin  or  currency.  Also  whether  the  bonds  are 
subject  to  earlier  redemption  by  sinking  fund  or  otherwise,  and  if  issued 
in  coupon  or  registered  form,  and  whether  they  are  transferable  into  other 
forms;  name  of  Transfer  agent  and  place  of  transfer,  if  said  bonds  have 
privilege  of  registration.  The  application  should  state  disposition  of  the 
proceeds  of  the  issue,  and  for  what  purpose  any  bonds  remaining  unissued 
are  reserved.  Two  copies  of  the  mortgage,  one  being  certified  by  the 
Trustee  to  be  a  true  and  correct  copy,  together  with  evidence  that  it  has 
been  duly  and  properly  recorded  as  a  lien  u[)on  the  property,  and  similar 
copies  of  other  corporate  documents  must  also  be  furnished.  Bonds  upon 
completed  mileage  only  will  be  listed. 

4.  Applications  to  place  the  securities  of  a  Steam  Railroad  or  Traction 
Company  upon  the  List  must  be  accompanied  by  a  certificate  from  a  duly 
qualified  Civil  Engineer  stating  the  actual  physical  condition  of  the  prop- 
erty as  of  a  recent  date. 

5.  Application  for  listing  additional  amounts  of  securities  of  Steam 
Railroad  and  Traction  Companies  already  represented  upon  the  Exchange 
should  state  the  amount  and  character  of  the  additional  issue,  the  authority 
therefor,  and  the  application  of  the  proceeds;  if  for  the  acquisition  of 
new  property,  the  application  should  describe  said  property. 

6.  Applications  to  List  the  Stocks  or  Bonds  of  Industrial,  Mining  or 
Manufacturing  Companies  must  give  title  of  Company,  when  and  for  what 
purpose  incorporated,  and  by  -what  authority,  and  state  whether  it  is  an 
original  organization  or  a  consolidation  of  several  previously  existing  firms 
or  corporations;  if  a  consolidation,  statement  of  financial  and  physical  con- 
dition of  constituent  companies  must  be  furnished,  a  full  description  of 
the  property,  real,  personal,  and  leased,  nature  and  character  of  product, 
and  general  statement  of  the  business  proposed  to  be  transacted.  Amount 
and  description  of  mortgage  liens  and  other  indebtedness,  number  of  shares 
of  Capital  Stock  authorized,  the  par  value  thereof,  amount  outstanding  at 
date  of  application,  and  if  full  paid  and  non-assessable,  and  how  issued, 
statement  showing  results  of  business  each  year  for  the  period  of  at  least 
two  years,  if  possible,  and  balance  sheet  showing  assets  and  liabilities 
of  recent  date,  statement  of  special  rights,  and  privileges  of  Directors,  as 
conferred  by  Charter  or  By-Laws,  List  of  Oflicers  and  Directors,  oflice  of 
Company,  Transfer  Office  and  Registrar.  The  application  must  be  accom- 
panied by  a  certified  copy  of  the  Charter  or  Act  of  Incorporation;  By- 
Laws  of  the  Company,  and  opinion  of  counsel  that  the  Company  has  been 
legally  organized,  and  that  the  securities  have  been  legally  issued,  and 
that  the  real  estate  owned  is  free  and  clear,  except  as  to  stated  liens. 

7.  In  addition  to  the  foregoing.  Mining  Companies  will  state  in  their 
application: — 


1966     CORPORATION  FORMS  AND  PRECEDENTS. 

1st.     If  any  of  their  stock  is  pooled  or  held  in  trust?     Full  particu- 
lars required. 
2nd.     "What    amount   has   been   expended   on   surface? 
3rd.     V/hat  amount  has  been  expended  underground? 
4th.     What   is  the  capacity  of  Mining,  Milling,   and  all  other  ma- 
chinery?     Such   companies  will   also    furnish  the   following 
additional   papers: — 
Certified  copy  of  Court  Eecords,  if  any,  and  Deeds. 
Certified  list  of  stockholders,  with  number  of  shares  held  by  each. 
Original,  or  certified  copy  of  Expert 's  Eeport  as  to  present  value  and 
development  of  property. 

All  copies  of  deeds  must  be  certified  by  Register  of  Deeds  where 
recorded.  Copy  of  Charter  must  be  certified  by  Secretary  of  State  where 
incorporated.  All  other  certifications  must  be  made  by  a  Notary  Public, 
who  must  state  that  he  has  compared  the  copy  with  the  original  and  it  is 
correct. 

The  List  Committee  will  require  all  Gold  and  Copper  Mining  Com- 
panies applying  for  admission  to  submit  with  their  papers  of  application 
the  Report  on  their  property  of  some  reputable  engineer.  This  report  will 
be  examined  by  an  expert  employed  by  the  Committee,  and  at  the  expense 
of  the  applicant. 

8.  In  applications  for  listing  securities  of  companies  which  have  been 
reorganized,  the  particulars  should  be  stated  as  required  by  paragraph  10. 
Application  to  list  additional  amounts  of  such  securities  must  give  like 
additional  information,  together  with  a  statement  of  the  application  of  the 
proceeds  of  securities  so  issued. 

9.  Applications  to  list  securities  of  all  other  Companies  must  be  accom- 
panied with  like  information  as  to  property,  financial  condition,  and  results 
of  business,  as  indicated  above. 

10.  When  application  is  made  to  list  securities  of  a  Corporation  which 
has  been  insolvent  or  has  been  reorganized,  the  Committee  will  require  a 
full  and  complete  financial  statement  of  said  Corporation,  or  of  its  pre- 
decessor, for  a  period  covering  at  least  one  yea^  prior  to  reorganization ; 
i.  e.,  a  detailed  statement  of  earnings  and  receipts  from  every  source,  a 
detailed  statement  of  all  expenditures,  and  the  amount  of  all  outstanding 
indebtedness  of  every  description  in  detail,  and  a  Balance  Sheet  of  the  books 
of  the  reorganized  Company,  also  of  constituent  and  subsidiary  companies, 
also  the  amount  and  description  of  the  various  securities  issued  by  such  re- 
organized Company,  and  the  purpose  and  terms,  in  detail,  under  which  they 
are  to  be  or  have  been  issued.  If  the  property  has  been  sold  under  fore- 
closure, a  certificate  from  counsel  that  the  proceedings  have  been  ii:  con- 
formity with  all  legal  requirements,  and  that  the  title  to  the  property  is 
now  fully  vested  in  the  new  Corporation,  and  is  free  from  all  liens  and  in- 
cumbrances, except  as  distinctly  specified,  must  be  furnished. 

11.  In  all  applications  by  Companies  having  Preferred  and  Common 
Stock,  application  should  state  whether  the  Preferred  is  cumulative  or  non- 
cumulative,  and  the  nature  of  preference  of  Preferred  over  Common  Stock 
in  regards  to  voting,  dividends,  and  assets. 

12.  Application  to  list  stocks  must  be  accompanied  by  an  agreement  in 
form  as  follows: — 


LISTING  STOCK  ON  STOCK  EXCHANGES.      1967 

' '  In  part  consideration  of  the  listing  of  the stock  of  the 

Company  by  the  Philadelphia  Stock  Exchange,  the  said 

Company  hereby  agrees  to  publish  at  least  once  a  year 

a  properly-detailed  statement  of  its  earnings  and  expenses  for  such  pre- 
ceding period,  and  also  a  Balance  Sheet  giving  a  detailed  and  accurate 
statement  of  the  condition  of  the  Company  at  the  dose  of  its  last  fiscal 
year,  or  of  recent  date,  of  which  statement  the  Philadelphia  Stock  Ex- 
change will  be  furnished  a  copy,  signed  by  an  officer  of  the  Company.     The 

said   Company  further  agrees  to  notify  the  Philadelphia 

Stock  Exchange  of  all  dividends,  assessments,  and  allotments  upon  its 
Capital  Stock  immediately  such  dividends  are  declared  or  assessments  and 
allotments  made  as  well  as  of  the  closing  and  opening  dates  of  its  transfer 
books  for  any  and  all  purposes. ' ' 

[Seal] 

13.  An  original  application  must  be  accompanied  by  a  check  for  the 
amount  of  One  Hundred  dollars  for  listing  each  class  of  securities  up  to  the 
par  value  of  $1,000,000,  and  Twenty-five  dollars  for  each  additional 
$1,000,000. 

Applications  for  listing  additional  amounts  of  a  security  on  the  List 
must  be  accompanied  by  a  check  for  the  amount  of  Twenty-five  dollars  for 
each  $1,000,000  par  value  thereof. 

Said  checks  should  be  drawn  to  the  order  of  the  "Treasurer  of  the  Phil- 
adelphia Stock  Exchange,"  and  will  immediately  become  the  property  of 
the  exchange. 

Effective  July  1,  1911. 

14.  The  Governing  Committee  may,  if  reason  for  so  doing  shall  appear 
to  exist,  refuse  to  make  new  issue  of  stock  a  good  delivery,  and  it  may 
suspend  dealings  in  the  capital  stock  or  in  the  bonds  of  any  company, 
either  for  a  time  or  permanently,  as  the  case  may  seem  to  require. 

TRUSTEES    OF   MORTGAGES. 

15.  The  Committee  recommends  that  a  Trust  Company  or  other  Corpora- 
tion be  appointed  a  Trustee  of  all  mortgages.  When  a  State  Law  re- 
quires a  local  individual  Trustee,  then  a  Trust  Company  or  other  Corpora- 
tion should  be  appointed  as  Co-Trustees.  The  Committee  does  not  approve 
of  an  Officer  of  a  Corporation  being  a  Trustee  of  its  Securities. 

16.  In  all  cases  where  two  or  more  liens  have  been  placed  upon  the 
same  property  of  a  Corporation  applying  to  have  its  securities  listed  upon 
the  Exchange,  each  lien  should  be  re])rescntod  by  a  Trustee  or  Trustees 
entirely  separate  and  distinct  from  those  to  whom  any  other  lien  upon  the 
same  property,  either  in  part  or  in  entirety,  has  been  entrusted. 

17.  The  Trustees  must  present  a  certificate  acknowledging  the  accept- 
ance of  the  Trust,  and  giving  the  numbers  and  amount  of  Bonds  executed 
in  accordance  with  the  terms  of  the  Mortgage;  in  case  the  Trust  Deeds 
shall  require  the  deposit  of  collateral  as  security  for  the  Mortgage,  the 
Trustee  shall  certify  to  the  deposit  of  such  collateral,  specifying  it  in  detail. 
In  the  matter  of  additional  issues  of  Bonds,  the  Trustee  must  certify  that 
such  increase  has  been  in  conformity  with  the  terms  of  the  Trust  Deed,  and 
that  the  lien  of  the  Mortgage  has  been  duly  recorded  against  the  new 
property  acquired,  or  that  the  required  additional  collateral  has  been  duly 
deposited. 


1968    CORPORATION  FORMS  AND  PRECEDENTS. 

IS.  It  is  required  that  the  Company  shall  furnish  opinion  of  competent 
counsel  setting  forth: —  .;        r 

(1)  That  they  have  examined  the  mortgage  or  deed  of  trust  securing 
the  bonds  for  Tvhich  application  for  listing  has  been  made,  and  that  in 
their  opinion  said  mortgage  or  deed  of  trust  and  the  bonds  secured  by 
the  same  a^-e  in  proper  form,  and  are  duly  authorized  by  the  Directors  and 
Stockholders  of  the  corporation,  and  are  in  all  respects  valid  and  binding 
obligations  of  the  corporation. 

(2)  That  the  mortgage  or  deed  of  trust  has  been  duly  recorded  in  all 
the  States  in  which  the  property  mortgaged  is  situate,  and  that  in  their 
opinion  the  laws  of  all  such  States  have  been  complied  with  both  in  regard 
to  the  issuance  of  the  bonds  and  the  execution,  delivery  and  recording,  of 
said  mortgage  or  deed  of  trust. 

(3)  That  in  their  opinion  the  Trustee  mentioned  in  the  mortgage  or 
deed  of  trust,  is  duly  authorized  to  act  as  such,  and  has  in  the  proper  form 
accei^ted  the  trust  created  by  such  instrument. 

(4)  That  in  their  opinion  there  is  vested  in  the  Trustee  under  and  by 
virtue  of  said  mortgage  or  deed  of  trust,  a  good  and  marketable  title  to, 
or  interest  in,  all  of  the  property  described  or  intended  to  be  described 
therein.  [Counsel  shall  in  addition  recite  in  full  the  nature  and  extent 
of  the  title  or  interest  vested  in  the  Trustee,  and  if  such  title  or  interest 
be  less  than  a  title  in  fee  simple,  free  and  clear  of  all  incumbrance  (so 
far  as  relates  to  real  estate),  or  an  absolute  title  free  and  clear  of  all 
claims  and  demands  whatsoever  (so  far  as  relates  to  personalty),  shall  set 
forth  all  matters  affecting  in  any  way  the  priority  .or  validity  of  the  lien 
of  said  mortgage  or  deed  of  trust,  and  shall  certify  that  in  their  opinion 
the  matters  related  are  the  only  ones  affecting  such  priority,  or  validity.] 

ENGRAVED     CERTIFICATES    REQUIRED. 

19.  The  face  of  every  Bond,  Coupon,  or  Certificate  of  Stock  must  be 
printed  from  steel  plates,  which  have  been  engraved  in  the  best  manner, 
and  which  have  such  varieties  of  work  as  will  afford  the  greatest  security 
against  counterfeiting. 

For  each  document  or  instrument  there  must  be  at  least  two  steel  plates, 
viz.:  A  face  plate  containing  the  vignettes  and  lettering  of  the  de- 
scriptive or  promissory  portion  of  the  document,  which  should  be  printed 
in  black,  or  in  black  mixed  with  a  color;  also  a  tint  plate,  from  which 
should  be  made  a  printing  in  an  anti-photographic  color,  so  arranged  as 
to  underlie  important  portions  of  the  face  printing. 

These  two  printings  must  be  so  made  upon  the  paper  that  the  combined 
effect  of  the  whole,  if  photographed,  would  be  a  confused  mass  of  linos 
and  forms,  and  so  give  as  effectual  security  as  possible  against  counter- 
feiting by  scientific  or  other  processes.  The  imprint  of  each  denomination 
of  bonds  must  be  of  such  distinctive  appearance  and  color  as  to  make  them 
readily  distinguishable  from  other  denominations  and  issues.  It  is  required 
that  for  each  class  of  stock  issued  there  shall  be  a  distinctively  engraved 
plate  for  One  hundred  shares  with  said  denomination  engraved  thereon  in 
words  and  figures;  and  for  certificates  issued  for  smaller  amounts  than 
One  hundred  shares,  there  shall  be  similar  plates,  distinctive  in  design  or 
color,  for  each  issue,  and  there  shall  be  engraved  thereon  some  device 
whereby  the   exact   denomination   of  the   certificates   may  be   distinctively 


LISTING  STOCK  OX  STOCK  EXCHANGES.      1969 

designated;   and  they   shall  also  have  conspicuously  engraved  thereon   the 
words,  ' '  Certificate  for  less  than  one  hundred  shares. ' ' 

It  is  required  that  a  sample  of  each  issue  of  Stocks  or  Bonds  sought  to 
be  listed  shall  be  referred  to  the  Committee  for  acceptance  as  to  form, 
character  and  workmanship  prior  to  application  for  their  listing;  no  form 
of  Stock  Certificate  or  Jiond  will  be  accepted  unless  it  has  been  carefully 
engraved  by  some  Bank-Note  Engraving  Company  whose  work  is  approved 
by  the  Exchange. 

Eegistration. 

20.  Stocks  must  be  registered  at  some  institution  satisfactory  to  the 
Committee,  and  each  application  must  be  accompanied  by  a  letter  from  the 
Registrar,  stating  the  amount  of  stock  registered  at  the  time  of  application, 
and  also  by  "Form  of  Agreement  with  Registrars, "  duly  executed,  provided 
such  form  has  not  been  already  filed  with  the  Committee. 

21.  It  is  required  that  the  same  Trust  Company,  or  other  satisfactory 
Agency,  should  not  be  both  Registrar  and  Transfer  Agent.  The  duties  of 
such  offices  should  be  performed  by  different  companies  or  agencies. 

22.  In  any  case  of  increase  of  capital  stock,  except  for  convertible 
bonds  already  listed,  at  least  thirty  days'  notice  of  such  intended  increase 
must  be  given  in  writing  to  the  Stock  Exchange  and  application  must  be 
made,  through  the  Stock  List  Committee,  to  the  Governing  Committee,  to 
have  such  new  stock  admitted  to  the  List.  The  Registrar  will  not  be  author- 
ized to  register  any  new  stock  until  notified  by  the  Secretary  of  the  Ex- 
change that  such  stock  has  been  duly  listed. 

23.  All  signatures  upon  securities  must  be  written.  Stamped  signatures 
will  not  be  accepted  by  the  Committee. 

Certificates  of  Stock. 

24.  The  Power  of  Attorney  endorsed  upon  a  Certificate  of  Stock  must 
contain  a  full  bill  of  sale,  must  be  irrevocable,  and  must  contain  a  power 
of  substitution. 

25.  After  a  Stock  has  o  .ce  been  placed  upon  the  List,  any  change  in 
the  form  of  certificate,  or  place  of  registry  or  transfer,  must  receive  the 
approval  of  the  Conmiittee. 

Horace  H.  Lee,  John  W.  Sparks, 

Secretary.  Chairman. 

See  Form  2153,  and  notes  thereunder. 

Form  2160a. 

NOTICE  TO  STOCKHOLDERS  IN  REFERENCE  TO  EX- 
CHANGE OF  STOCK  CERTIFICATES  FOR 
LISTED  CERTIFICATES. 

Company. 

Broadway,  New  York 19 ...  . 

To  the  Holders  of  Certificates   for  Preferred   Stock   of  the   United   States 
Rubber  Company: 
The  New  York   Stock  Exchange  having  now  listed  the  Certificates  for 

First  Preferred  Stock  of  the Company,  such  Certificates  nmy 

be  received  by  holders  of  old  Preferred  Stock  upon  surrender  of  their  present 


1970    CORPORATION  FORMS  AND  PEECEDENTS. 

Certificates   at   the   office   of  the   Company,    Broadway,   New  York. 

In  view  of  the  fact  that  Certificates  for  the  First  Preferred  Stock  and  the 
Second  Preferred  Stock  are  now  outstanding,  it  is  desirable  that  the  holders 
of  Certificates  for  the  old  Preferred  Stock  should  exchange  same  for  the 
new  First  Preferred  Stock  Certificates  as  promptly  as  possible. 

,  Treasurer. 

See  Forms  2124-2126,  supra. 


CHAPTER  XXXVIII. 

CAR  TRUSTS  AND  AGREE.MENTS 
CONCERNING  ROLLING  STOCK. 

Form  2161. 

ARTICLES  OF  ASSOCIATION  OF  RAILWAY  EQUIPMENT 
TRUST,  WITH  FORM  OF  CERTIFICATE  FOR  SHARES. 

Articles  of  Agreement  made  and  entered  into  this  first  day  of  February, 

A.  D.   1906,   by  and  between    ,    ,    , 

and  ,  all  of  the  City  of  Philadelphia,  and  the  Penn- 
sylvania Eailroad   Company. 

Whereas,  the  above  parties  have  agreed  among  themselves  to  form  an 
association  by  the  name  of  the  Pennsylvania  General  Freight  Equipment 
Trust  in  which  other  persons  may  be  admitted,  with  the  same  rights  and 
advantages,  and  subject  to  the  same  liabilities,  as  the  said  parties  before 
named,  for  the  purposes  of  buying,  selling  and  leasing  railroad  cars  and 
other  rolling  stock  to  be  sold  or  leased  to  companies  owning  or  operating 
railroads,  and  for  the  said  purposes  the  said  parties  have  severally  agreed, 
and  by  these  presents  do  severally  agree  each  with  the  others,  as  follows, 
to  wit: 

First. — The  said  parties  hereby  associate  together  under  the  name  of  The 
Pennsylvania  General  Freight  Equipment  Trust,  for  the  purpose  of  buying, 
selling,  and  leasing  railroad  cars  and  other  rolling  stock  as  hereinafter 
mentioned. 

Second. — The  capital  stock  of  said  Association  may  be,  but  shall  never 
exceed.  One  Hundred  Millions  of  Dollars  and  shall  consist  of  one  hundred 
thousand  shares  of  one  thousand  dollars  each,  which  shall  be  divided  into 
series,  none  whereof  shall  consist  of  more  than  one  thousand  shares  and 
each  series  shall  be  classified  and  designated  both  by  the  year  of  issue  and 
alphabetically,  commencing  as  to  each  year's  issue  with  the  letter  "A." 
When  and  after  certificates  aggregating  one  hundred  million  dollars  shall 
have  been  issued,  and  when  and  as  from  time  to  time  thereafter  the  certifi- 
cates representing  any  one  or  more  of  series  theretofore  issued  shall  have 
been  fully  paid  and  cancelled  as  hereinafter  provided,  another  or  other 
series  may  from  time  to  time  be  issued  in  lieu  of  the  one  or  more  series 
so  fully  paid  and  cancelled,  when  and  as  the  Board  of  Managers  shall  so 
determine  and  authorize  and  the  same  may  thereupon  be  subscribed  for 
in  the  same  manner,  upon  the  same  terms,  and  with  like  effect,  as  shares 
first  issued  under  this  agreement.  Any  person,  upon  signing  this  agreement 
and  subscribing  for  one  or  more  shares  of  the  capital  stock,  shall  thereupon 
become  a  member  of  the  association. 

Third. — All  contracts  in  relation  to  the  business  of  the  association  involv- 
ing liabilities  for  the  payment  of  money  shall  be  in  writing  and  shall  be 
made  under  the  direction  of  a  Board  of  Managers  consisting  of  five  share- 

1971 


1972    COKPORATION  FORMS  AND  PRECEDENTS. 

holders  hereinafter  named.  All  such  contracts  shall  be  signed  by  at  least 
three  of  the  said  Board  of  Managers  on  behalf  of  the  association  and  by  the 
person  or  persons  or  corporation  with  whom  such  contract  shall  be  made,  and 
a  duplicate  thereof  shall  be  deposited  with  the  Trustee  hereinafter  named. 

Fourth. — Every  contract  aforesaid  shall  contain  a  stipulation  and  agree- 
ment on  the  part  of  the  person  or  persons  or  corporation  contracting  with 
the  association  that  the  property  and  funds  of  the  association  only,  shall 
be  liable  for  his  or  their  payment  or  for  the  payment  of  any  debts,  damages, 
or  decree,  or  any  other  sums  of  money  which  may  become  due  or  payable 
by  reason  of  the  failure  on  the  part  of  the  association  to  perform  such 
contract  in  whole  or  in  part  and  that  neither  the  Board  of  Managers  col- 
lectively or  individually,  present  or  future,  nor  any  other  member,  present  or 
future,  of  the  said  association,  shall  be  or  become  personally  liable  for  the 
payment  of  any  money  that  may  become  due  in  any  manner  whatever 
upon  such  contract,  provided,  that  all  unpaid  installments  upon  subscrip- 
tions to  the  capital  stock  shall  be  considered  for  the  purposes  of  this 
article  as  property  of  the  association  and  may  be  recovered  only  from  the 
member  who  shall  be  indebted  thereon,  and  provided  further,  that  in  case 
the  pecuniary  liability  incurred  by  the  Board  of  Managers  on  any  such 
contract  or  contracts  shall  exceed  the  amount  of  the  capital  stock  actually 
subscribed  at  the  time  of  making  the  said  contract  or  contracts,  the  mana- 
gers signing  such  contract  or  contracts  shall  be  individually  liable  for  the 
payment   of  such   excess,  without   recourse  to   the   other   shareholders. 

Fifth. — Each  manager  shall  own  at  least  one  share  of  stock  in  his 
own  right,  and  if  at  any  time  any  manager  shall  cease  to  be  the  owner 
of  at  least  one  share  of  stock  in  the  association,  he  shall  thereupon  cease 
to  be  a  manager  and  the  remaining  members  of  the  Board  shall  forthwith 
elect  another  shareholder  in  his  stead. 

Sixth.—    ,    ,    ,    , 

and    ,   shall   be   the    Board    of   Managers    of   the    association, 

and  any  three  members,  at  a  meeting  duly  called  for  that  purpose  after 
ten  days'  notice,  shall  have  power  to  fill  any  and  all  vacancies  in  the 
Board  which  may  happen  from  any  cause.  The  shareholders  reserve  to 
themselves  the  power  to  remove  any  or  all  of  the  managers  and  to  elect 
others  at  any  meeting  of  the  association  which  may  be  called  for  that 
purpose  by  the  Trustee  hereinafter  named,  upon  the  request  of  the  hold- 
ers of  a  majority  of  the  shares,  the  said  Trustee  agreeing  on  such  request 
to  call  such  meeting.  At  all  meetings  of  the  association  and  upon  all 
questions  that  may  arise  every  shareholder  shall  be  entitled  to  one  vote 
for  each  share  of  stock  standing  in  his  name  on  the  books  of  the  Trust. 

Seventh. — All  installments  payable  upon  the  capital  stock  shall  be  paid 
to  the  Trustee  hereinafter  named  and  shall  be  due  at  such  time  or  times, 
and  in  such  sums  as  the  Board  of  Managers  shall  designate,  and  notice 
of  all  calls  for  installments  shall  be  given'  by  the  Board  of  Managers 
through  the  said  Trustee  by  advertisement  for  at  least  ten  successive 
secular  days  in  at  least  two   daily  newspapers  published   in  the   City  of 

,  provided,  that  payments  for  the  capital  stock  in  whole  or 

in  jiart,  may  be  made  by  any  of  the  subscribers  in  materials  for  railroad 
cars  or  for  other  rolling  stock  or  in  railroad  cars  or  other  rolling  stock 
of  such  construction  and  material  and  at  such  prices  as  the  said  Board 
of    Managers    may    approve,    and    provided    also,    that    contracts    for    the 


CAR  TRUSTS— ROLLING  STOCK  ACREEMENTS.     1973 

purchase  of  m.-itorials,  railroafl  cars,  or  other  rolling  stock  or  for  the 
construction  thereof  nuiy  be  niailo  by  the  board  of  Managers  with  any 
inenilier  of  the  Association  in  the  manner  prescribeJ  by  the  Third  Para- 
gnijih  heron f. 

Eighth. — If  default  shall  be  made  in  the  payment  of  any  installment 
upon  any  shares  of  the  capital  stock  for  thirty  days  after  the  same  shall 
be  due  and  payable,  neither  the  person  in  default,  nor  his  legal  rejjresenta- 
tives,  shall  thereafter  have  any  right  whatever  under  this  agreement  or 
any  remedy  at  law  or  in  equity  against  the  association  or  any  member 
or  mend)ers  thereof  or  against  the  Trustee  hereinafter  named,  either  for 
an  account  or  for  recovery  of  any  moneys  previously  paid  on  any  such 
share  or  shares  of  the  said  capital  stock,  but  every  such  right  and  all  such 
remedies  shall  be  deemed  and  taken  to  have  been  waived  and  surrendered 
by  such  default;  provided  however,  that  notwithstanding  such  default  as 
herein  provided,  the  Board  of  Managers  shall  upon  the  written  demand  of 
a  creditor  of  the  association,  or  otherwise,  may  in  their  discretion  enforce 
the  payment  of  all  such  installments  by  suit  to  be  brought  in  the  name  of 
said  Trustee  for  the  use  of  the  association,  and  provided  further,  that 
the  Board  of  Managers  may  relieve  any  person  in  default  as  aforesaid 
from  the  aforesaid  consequences  thereof  upon  such  terms  and  conditions, 
but  not  in  any  event  short  of  the  pajTuent  of  the  installments  in  arrear 
with  interest,  as  may  be  agreed  upon  with  the  person  in  default,  if  the 
same  can  be  done  without  affecting  the  rights  of  crediiors. 

Kinth. — Neither  the  death  nor  insolvency  nor  bankruptcy  of  any  share- 
holder or  party  to  this  agreement  nor  the  sale  and  transfer  or  surrender 
of  any  share  or  shares  nor  the  admission  of  any  new  members  into  the 
association  under  this  agreement  shall  work  a  dissolution  of  the  associa- 
tion under  this  agreement  or  discharge  any  present  or  future  member  or 
shareholder  from  any  duty  or  liability  as  such  under  this  agreement, 
provided  however,  that  any  member  that  shall  cease  to  be  a  shareholder 
by  sale,  transfer  or  cancellation  of  his  share,  or  shares,  shall  thereupon 
also  cease  to  be  a  member  of  the  association  and  shall  not  be  liable  in 
any  manner  for  any  contract  or  obligation  thereafter  incurred  by  or  on 
behalf  of  the  association  and  any  purchaser  or  transferee  of  any  share  or 
shares  shall  by  such  purchase  or  transfer  be  and  become  a  member  of  the 
association  with  all  the  rights  and  obligations  of  a  member.  All  questions 
arising  among  the  shareholders  or  parties  hereto  or  any  one  or  more  of  them 
in  relation  to  the  business  of  the  association  shall  be  decided  finally  and 
settled  by  the  Board  of  Managers  in  accordance  with  such  decision. 

Tenth. — All  rolling  stock,  contracted  for,  or  purchased  for  the  associa- 
tion shall  be  paid  for  in  full  either  before  or  at  the  time  of  its  delivery 
and  whenever  rolling  stock  is  ready  for  delivery  to  the  association,  the 
Board  of  Managers  shall  deliver  to  the  Trustee  hereinafter  named  an 
inventory  descriptive  thereof  with  the  cost  price  of  the  same  and  cause 
the  said  rolling  stock  to  be  delivered  to  the  said  Trustee,  and  said  inven- 
tory shall  designate  by  the  year  of  issue  and  its  serial  letter  the  propor- 
tion of  the  capital  stock  which  has  been  applied  to  the  payment  for  such 
rolling  stock  and  each  piece  of  rolling  stock  shall  also  be  identified  by 
luarkin'T  thereon  the  like  year  of  issue  and  serial  letter,  and  upon  such 
delivery  the  said  trustee  shall  pay  the  cost  price  of  such  rollirg  stock 
out   of   any   moneys   in    its   hands   belonging   to   the    association   but    the 


1974    CORPORATION  FORMS  AND  PRECEDENTS. 

Trustee  shall  not  accept  or  receive  any  rolling  stock  under  this  agreement 
until  it  shall  have  funds  sufficient  to  pay  for  the  same. 

Eleventh. — Upon  the  payment  of  installments  which  may  be  due  upon 
the  several  shares  of  stock  the  said  Trustee  shall  give  proper  receipts 
therefor;  provided,  that  no  installment  shall  be  received  from  any  one 
person  except  upon  the  full  number  of  shares  subscribed  for  or  held  by 
him.  The  shares  of  stock  shall  be  transferable  only  on  the  books  of  the 
Trust,  but  no  share  shall  be  assigned  or  transferred  until  the  same  shall 
have  been  paid  in  full  except  by  the  written  consent  of  a  majority  of  the 
Board  of  Managers. 

Twelfth. — When  all  the  installments  shall  have  been  paid  in  full  by  any 
subscriber  upon  the  shares  subscribed  for  by  him  he  shall  be  entitled  to 
a  proportionate  part  of  the  capital  and  profits  of  the  association  and  the 
said  Trustee  shall  issue  to  every  such  subscriber  a  certificate  for  each 
share  (of  one  thousand  dollars)  subscribed  and  paid  for,  in  the  form 
hereinafter  set  forth. 

No Series 

Issue  of  19 ...  . 

The   Pennsylvania   General   Freight   Equipment    Trust. 

One  Hundred  Thousand  Shares  of  One  Thousand  Dollars  Each. 

One  share,  $1,000— Gold  Coin  of  the  United  States  of  America. 

per  cent year 's  certificate  due    

The Trust  Company,  Trustee,  under  a  certain  agreement 

dated  the  first  day  of  February,  A.  D.  1906,  recorded  in  the  office  for 
recording  deeds,  etc.,  in  and  for  the  city  and  county  of  Philadelphia,  in 

Deed    Book    ,    does   hereby    certify    that    ,    or    the 

registered   owner  hereof  in   case   of  transfer,   is   entitled   to   one  share  in 

The  Pennsylvania  General  Freight  Equipment  Trust,  Issue  of , 

Series ,  transferable  on  the  books  of  the  Trust  at  the  office 

of  said  Trustee  in  the  city  of  Philadelphia,  or  at  its  agency  at  the  office 
of  the  Pennsylvania  Eailroad  Company  in  the  city  of  New  York  in 
person  or  by  attorney,  and  when  any  such  transfer  is  made  the  same  shall 
be  registered  in  the  said  office  or  agency  and  a  certificate  of  such  registra- 
tion shall  be  endorsed  hereon. 

Witness  the   seal   of  the  said  Company,   Trustee,  the    day 

of ,  A.  D.  19 

[Seal]  ^   President. 

Attest : ^  Secretary. 

These  certificates  shall  bear  interest,  at  such  rate  as  may  be  determined 
upon  at  the  time  of  the  issue  of  each  series  and  such  interest  shall  either 
be  payable  to  the  registered  owner  or  be  represented  by  interest  warrants 
attached  to  said  certificates,  in  which  latter  case  the  interest  shall  be  pay- 
able to  the  holders  of  said  warrants  upon  presentation  thereof.  If  the 
certificates  are  issued  without  coupons   they  shall   bear  across  their  face 

the  following  notation :    ' '  This  share  is  entitled  to  interest  at   

per   cent,    per   annum   from    payable    and 

quarterly  thereafter  in  gold  coin  of  the  United  States  of  America  of  the 
present  standard  of  weight  and  fineness  or  its  equivalent  in  value."  If 
the  certificates  are  issued  with  coupons  attached  the  notation  shall  be  as 

follows:    "This    share    is   entitled    to   interest    at    per   cent,    per 

annum  from  payable ,  and  quarterly  thereafter 


CAR  TRUSTS— ROLLING  STOCK  AGREEMENTS.     1975 

in  gold  coin  of  the  United  States  of  America  of  the  present  stamlanl  of 
weight  and  fineness  or  its  equivalent  in  value  upon  presentation  and  sur- 
render of  the  attached  interest  warrant  representing  the  same." 

The  moneys  paid  in  by  the  subscribers  to  the  stock  of  the  said  associa- 
tion shall  be  api)lie<l  only  to  the  purchase  and  acquisition  of  rolling  stock 
the  title  of  which  shall  be  taken  in  the  name  of  the  Trustee  under  this 
agreement,  to  be  leased  by  the  latter  under  the  direction  of  the  managers 
of  the  association  to  The  Pennsylvania  Railroad  Company  under  the  rent 
and  stipulations  hereinafter  expressed,  and  as  each  and  every  lease  shall  be 
executed  and  delivered  to  the  lessee  with  the  required  schedules  thereto 
attached,  showing  the  specific  rolling  stock  thereby  let  and  demised  and 
the  cost  thereof,  an  amount  of  certificates  shall  be  issued  to  the  said  sub- 
scribers equal  to  but  no  greater  than  the  purchase  cost  thereof  to  the  said 
association  and  of  all  the  certificates  so  issued  under  each  and  every  such 
lease  one-tenth  in  amount  shall  mature,  be  paid  and  cancelled  at  the 
expiration  of  one  year  from  the  date  of  each  of  said  leases  and  one  other 
tenth  thereof  shall  mature,  be  paid  and  cancelled  at  the  expiration  of  each 
succeeding  year  thereafter  until  the  whole  thereof  shall  be  discharged. 
And  all  of  the  certificiites  of  each  and  every  series  shall  be  of  substantially 
the  same  tenor  and  description  save  only  in  respect  to  date  of  issue,  year 
of  issue,  serial  letter,  time  of  maturity,  number,  and  rate  of  interest. 

Thirteenth. — The  said  Trustee  shall  have  full  power  and  authority 
under  the  direction  of  the  Board  of  Managers  to  contract  with  The  Penn- 
sylvania Eailroad  Company  for  the  lease  to  the  said  Company  from  time 
to  time  of  all  rolling  stock  (a  separate  lease  to  be  made  of  each  series) 
which  may  be  delivered  to  the  said  Trustee  under  this  agreement,  not 
exceeding  at  any  one  time  an  aggregate  value  at  cost  price  of  one  hundred 
millions  of  dollars  upon  the  following  terms  and  conditions,  to-wit:  First, 
that  in  and  by  each  and  every  lease  so  to  be  made  and  delivered  to  the 
said  The  Pennsylvania  Eailroad  Company,  said  lessee  shall  covenant  and 
agree  to  pay  to  the  said  Trustee,  a  rent  which  shall  be  sufTicient  to  pay 
and  discharge  the  following  items:  (1)  Interest  on  all  outstanding  and 
unmatured  shares  or  certificates  of  the  series  which  shall  be  issued  as 
aforesaid  in  the  purchase  by  the  said  association  of  the  rolling  stock 
hereby  let  at  such  rat«  of  interest  per  annum  as  may  be  determined  upon 
at  the  time  of  the  issue  of  each  series  of  The  Pennsylvania  General 
Freight  Equipment  Trust,  said  interest  to  be  paid  according  to  the  tenor 
and  effect  thereof  and  in  gold  coin  of  the  United  States  of  America,  of 
the  present  standard  of  weight  and  fineness  or  its  equivalent  in  value  and 
in  equfil  quarterly  installments  of  one-fourth  of  the  annual  rate  agreed 
or  determined  upon,  free  and  clear  of  all  taxes  and  deductions;  (2)  An 
annual  sum  equal  to  one-tenth  of  the  cost  price  of  the  rolling  stock  thereby 
let,  payable  in  like  gold  coin;  (3)  all  the  necessary  expenses  of  the  Trust 
connected  with  said  series,  and  (4)  any  and  all  taxes  upon  the  income  or 
property  of  the  association  connected  with  said  series  or  issue  of  certifi- 
cates which  the  said  Trustee  may  be  required  by  law  to  retain  or  pay  out 
of  income  as  dividends  from  the  property  so  demised  and  each  and  every 
such  lease  shall  continue  in  force  until  the  rent  so  to  be  paid  under 
the  same  shall  furnish  a  sufficient  sum  to  meet,  discharge  and  cancel  all 
the  shares  or  certificates  so  issued  as  aforesaid  in  respect  to  the  said 
demised  rolling  stock   and  the  interest  and  charges  aforesaid,   and  after 


1976     CORPORATION  FORMS  AND  PRECEDENTS. 

all  such  payments  shall  have  become  complete  and  fully  made  to  the  said 
Trustee,  the  said  rolling  stock  thereby  leased  sh:ill  be  released  by  the  said 
Trustee  and  shall  be  and  become  the  absolute  property  of  the  said  lessee. 
Second. — That  the  lessee  shall  and  will  maintain  and  keep  all  of  the 
said  rolling  stock  in  good  order  and  repair  at  its  own  proper  cost  and 
charges,  and  will  replace  at  its  own  cost  any  of  the  said  rolling  stock 
that  may  be  destroyed  by  accident  or  otherwise  while  in  its  service  or 
under  its  control  or  management  or  while  on  connecting  railroads, 
by  other  rolling  stock  of  equal  value  and  of  like  material,  char- 
acter and  construction.  Third.  The  lessee  shall  covenant  to  furnish 
through  its  General  Manager  or  other  proper  officer  or  agent  to  the  said 
Trustee  once  in  every  year  during  the  continuance  of  this  contract 
an  accurate  statement  of  the  amount  and  description  of  the  said  rolling 
stock  then  in  actual  service,  the  amount  and  description  of  all  that  may 
have  been  destroyed  by  accident  or  otherwise  and  the  amount  repaired 
during  the  year  next  preceding,  and  also  the  amount  then  undergoing 
repairs,  and  in  the  shops  of  the  lessee  for  repairs,  and  the  said  lessee  shall 
further  covenant  that  all  the  said  rolling  stock  may  be  inspected  once 
in  every  year  during  the  continuance  of  the  lease  by  an  agent  to  be  nomi- 
nated by  the  Board  of  Managers  of  the  Association  and  appointed  by 
the  said  Trustee  and  the  said  Trustee  shall  not  be  required  to  make  any 
other  inspection   of  the  same. 

Fourteenth.— That  the  said  The  Pennsylvania  Eailroad  Company  shall 
and  will  from  time  to  time  accept  leases  with  appropriate  covenants  on 
its  part  in  conformity  with  the  provisions  of  these  articles  of  associa- 
tion, of  all  the  rolling  stock  (the  style,  pattern,  capacity,  construction  and 
materials  of  which  shall  have  been  first  approved  by  the  said  Company 
or  its  General  Manager)  which  may  be  delivered  to  the  Trustee  under 
these  articles  of  association  and  by  the  latter  delivered  to  the  said  Com- 
pany under  such  leases,  not  exceeding  at  any  time  an  aggregate  value  at 
cost  price  of  one  hundred  millions  of  dollars,  upon  the  distinct  stipulation 
and  condition  however  that  the  said  Company  shall  not  be  in  any  way 
responsible  or  liable  at  law  or  in  equity  for  the  application  or  non-appli- 
cation by  the  Trustee  of  the  rental  or  any  payment  provided  for  in  and 
by  any  lease  thereof. 

Fifteenth. — That  the  said  Trustee  shall  and  will  collect  and  receive 
from  the  lessee  the  aforesaid  rents  respectively  when  and  as  the  same 
shall  become  due  and  payable  and  shall  apply  and  distribute  the  same  to 
the  respective  series  of  shares  representing  the  rolling  stock  from  which 
the  said  rents  were  derived  as  follows: 

First.  To  the  payment  of  the  necessary  expenses  of  the  trust  connected 
with  file  said  series  including  a  reasonable  compensation  to  the  Trustee. 
Second.  To  the  payment  of  any  tax  upon  the  income  or  property  of  the 
Association,  connected  with  the  said  series,  which- it  may  be  required  by 
law  to  retain  from  dividends.  Third.  To  the  payment  in  Gold  Coin  of 
the  United  States  of  America  of  the  present  standard  of  weight  and 
fineness  or  its  equivalent  in  value,  of  a  dividend  quarterly  of  one-fourth 
of  the  annual  interest  upon  the  respective  series  of  the  outstanding  certifi- 
cates of  stock  of  the  association  upon  which  installments  remain  due  and 
unpaid.  Fourth.  To  the  payment  in  like  gold  coin  for  cancellation  of 
each  year's  certificates  as  they  become  due. 


CAR  TRUSTS— ROLLING  STOCK  AGREEMENTS.     1977 

Sixteenth.— That  ui)on  the  cancellation  of  all  the  certificates  of  any 
one  series  of  stock  as  aforesai.J,  all  the  said  rolling  stoik  belonging  to 
that  series  shall  be  released  by  the  said  Trustee,  and  shall  thiMeiipon  become 
the  absolute  property  of  the  lessee,  and  neither  the  said  association  nor 
th<!   said   TiHistee   shall   have   any   further   control   over   or   interest   in    the 

Seventeenth. — That  the  said  Trustee  shall  not  be  liable  or  responsible 
for  any  matter  or  thing  connected  with  the  Trust  hereby  intended  to  be 
created  except  the  wilful  and  intentional  breach  thereof,  and  in  all  con- 
tingencies that  may  arise  not  herein  provided  for  in  relation  to  the  Trust 
property,  the  said  Trustee  shall  have  such  authority  as  may  be  given 
from  time  to  time  by  the  Board  of  Managers. 

Eighteenth. — That  this  agreement  shall  be  deposited  with  the  said 
Trustee  and  all  persons  subscribing  their  names  hereto  after  the  recording 
hereof  in  the  office  for  recording  deeds,  etc.,  at  Philadelphia,  shall  he  as 
fully  and  firmly  bound  by  all  the  provisions  hereof  as  if  the  said  sub- 
scriptious  had  been  made  prior  to  the  date  of  the.  record  and  no  distinction 
shall  be  made  by  reason  thereof  between  or  among  any  of  the  saiil  sub- 
scribers. 

Nineteenth. — That  this  agreement  shall  take  effect  as  soon  as  one 
thousand  shares  of  the  said  capital  stock  shall  have  been  subscribed  and 
the  said  Board  of  Managers  and  the  said  Trustee  may  thereupon  enter 
into  any  contracts  herein  authorized  under  the  limitations  and  restrictions 
herein    contained. 

Twentieth. — That  all  installments  paid  upon  the  said  stock  shall  be 
entitled  to  the  profits  earned  thereon  from  the  date  of  payment  as  the  Board 
of  Managers  shall  prescribe  and  authorize,  provided,  however,  that  this 
section  shall  apply  only  to  subscribers  not  in  default  under  any  of  the 
provisions  of  this  agreement. 

Twenty-first. — That  the    Trust  Company  shall  be  the 

Trustee  under  this  Agreement.     And  that  the  said    Trust 

Company,  designated  and  constituted  the  Trustee  under  this  agreement  is 
made  and  becomes  a  party  hereto  for  the  purpose  of  evidencing  its  accep- 
tance of  the  duties  and  trusts  devolved  upon  it  by  the  terms  hereof,  which 
duties  and  trusts  it  hereby  for  itself  and  its  successors,  expressly  accepts 
and  assumes  and  covenants  to  discharge,  fulfil  and  perform  in  conformity 
with  the  terms,  conditions  and  stipulations  herein  prescribed  and  contained. 
The   Pennsylvania  Eailroad   Company   does  hereby  constitute   and   appoint 

to  be  its  attorney  for  it  and   its  name  and  as  and  for   its 

corporate  act  and  deed  to  acknowledge  this  agreement  before  any  person 
having  authority  by  the  laws  of  the  Commonwealth  of  Pennsylvania  to 
take  such  acknowledgments,  to  the  intent  that  the  same  may  be  duly 
recorded,  and  The Trust  Company,  Trustee,  does  hereby  consti- 
tute and  appoint   to  be  its  attorney  for  it  and  in   its  name 

and  as  its  corporate  act  and  deed  to  acknowledge  this  agreement  before 
any  person  having  authority  by  the  laws  of  the  Commonwealth  of  Penn- 
sylvania to  take  such  acknowledgments  to  the  intent  that  the  same  may 
be  duly  recorded. 

Tn  Witness  Whereof  the  individual  parties  hereto  have  hereunto  set  their 
hnnds  and  seals  and  the  said  The  Pennsylvania  Ivailroad  Company  and 
the  said Trust  Company,  Trustee,  have  caused  their  respective 


1978    CORPOKATION  FORMS  AND  PRECEDENTS. 

corporate  seals        be  hereunto  uffixed,  duly  attested  the  day  and  year  firs^. 
above  written. 

[Seal]  1  Share. 

[Seal]  1  Share. 

[Seal]  1  Share. 

[Seal]  1  Share. 

[Seal]  1  Share. 

The   Pennsylvania    Eailroad    Company,    995    Shares. 

By  

[Corporate   Seal]  Vice-President. 

Attest :    ,  Ass 't   Secretary. 

Trust  Company,  Trustee, 

By ,  President. 

[Corporate  Seal] 

Attest :    

(Add  acknowledgments  of  all  jjarties.) 

See  generally  as  to  "  Car  Trusts, ' '  Cook  on  Corporations,  §  855 ;  Mer- 
cantile Trust  &  Dep.  Co.  v.  Southern  I.  C.  Co.,  113  Ala.  543;  Piatt  v. 
Phila.  &  E.  E.  Co.,  84  Fed.  535;  Yazoo  v.  Searles,  85  Miss.  520,  68  L.  E.  A. 
715;  Bicker  v.  American  L.  &  T.  Co.,  140  Mass.  346;  Fidelity,  etc.,  Co. 
V.  Shenandoah,  etc.,  E.  Co.,  86  Va.  1;  Frank  v.  Denver,  etc.,  Co.,  23  Fed. 
123;  Humphreys  v.  St.  Louis,  etc.,  Ey.  Co.,  37  Fed.  307;  Central  T.  E.  Co. 
V.  Ohio  Cent.  Ey.  Co.,  36  Fed.  520;  McGourkey  v.  Toledo,  etc.,  Ey.  Co., 
146  U.  S.  536;  Humpheys  v.  New  York,  etc.,  E.  Co.,  121  N.  Y.  435;  In  re 
Eastern,  etc.,  Ey.,  65  Law  Times  Eep.  668;  Metropolitan  T.  Co.  v.  Eailroad 
Equipment  Co.,  108  Fed.  913;  New  Jersey  Midland  Ey.  Co.  v.  Worten- 
dyke,  27  X.  J.  Eq.  658. 

See  also  for  car  trusts,  2  Nat.  Corp.  Eep.  347;  North  American  Eeview, 
March,  1891;  Eay  on  Contractual  Limitations;  "Car  Trusts,"  by  Davis 
&  Brown  (N.  Y.),  1894;  Address  of  Francis  Eawle,  Esq.,  before  American 
Bar  Association  in  1885;  Mills  v.  Hurd,  29  Fed.  410;  Collins  v,  Bellefonte 
Cent.  E.  Co..  171  Pa.  243. 

Mr.  Cook  in  his  valuable  treatise  on  Corporations  (6th  Ed.),  §855  says: 
"A  'car  trust'  is  practically  an  agreement  of  several  owners  or  a  single 
owner  of  cars  to  place  them  in  the  hands  of  a  trustee  or  agent  to  sell  on 
the  instalment  plan,  the  agent  being  authorized  and  directed  also  to  issue 
certificates  representing  the  interests  of  the  vendors  in  the  instalments. 
These  certificates  are  then  used,  bought,  and  sold  like  shares  of  stock. 
Car-manufacturing  companies  often  dispose  of  their  cars  under  a  contract 
similar  to  those  described  above." 
See  Forms  2162-2168,  post. 

Form  2162. 

LEASE  OF  ROLLING  STOCK  BY  TRUSTEE  TO  RAILROAD 

COMPANY. 

This  agreement  made  and  entered  into  the  1st  day  of  November,  A.  D. 
1906,  between  Fidelity  Trust  Company,  Trustee  as  hereinafter  mentioned 
acting  under  the  direction  of  the  Board  of  Managers  of  the  Pennsylvania 
General  Freight  Equipment  Trust,  party  of  the  first  i)art,  and  the  Penn- 
sylvania Eailroad  Company,  party  of  the  second  part; 

Whereas,  a  certain  agreement  has  been  entered  into,  bearing  date  the  1st 
day  of  February,  1906,  between  N.  Parker  Shortlidge,  William  H.  Barnes 
and  others  and  recorded  in  the  office  for  recording  deeds  at  Philadelphia, 
in  Deed  Book  W.  S.  V.  No.  740,  p.  162,  etc.,  whereby  an  association  has 


CAR  TRUSTS— ROLLING  STOCK  AGREEMENTS.     1979 

been  formed  under  the  name  of  The  Pennsylvania  General  Freight  Equip- 
ment Trust,  for  the  purpose  of  buying,  selling,  and  leasing  railroad  cars 
and  other  rolling  stock  in  the  said  agreement  mentioned,  and 

Whereas,  N.  Parlter  Shortlidge,  William  H.  Barnes,  George  Wood,  John 
P.  Green,  and  Theodort  N.  Kly  are  designated  and  appointed  by  the  said 
agreement  as  the  managers  of  said  association  and  the  said  Fidelity 
Trust  Company  as  the  Trustee  under  the  said  agreement,  and 

Whereas,  in  said  agreement  dated  the  first  day  of  February,  1906,  it  is 
provided  among  other  things,  as  follows,  to-wit :  (The  agreement  here 
recites  in  full  the  13th,  14th,  15th  and  16th  sections  of  the  articles  of 
association       See   the   preceding  form.) 

Now  this  agreement  witnesseth:  (1)  That  the  Fidelity  Trust  Com- 
pany, Trustee  as  aforesaid  (acting  under  the  direction  of  the  board  of 
managers  of  the  said  association),  pariy  of  the  first  part,  for  and  in  con- 
sideration as  well  of  the  sum  of  one  dollar  to  it  paid  by  the  Pennsylvania 
Hailroad  Company,  party  of  the  second  part,  at  and  before  the  sealing 
and  delivery  hereof,  the  receipt  of  which  is  hereby  acknowledged,  as  of 
the  rents  and  covenants  hereinafter  mentioned  to  be  paid,  kept  and  per- 
formed by  the  said  party  of  the  second  part,  has  leased  and  by  these 
presents  under  and  by  virtue  of  the  articles  of  association,  does  hereby 
lease  to  and  place  upon  the  railroads  of  the  party  of  the  second  part,  for 
the  use  of  the  party  of  the  second  part  subject  to  the  control  of  the  party 
of  the  second  part  as  to  the  use  and  employment  thereof,  all  the  rolling 
stock  of  the  said  The  Pennsylvania  General  Freight  Equipment  Trust 
represented  by  the  certificates  of  issue  of  1906,  Series  "S, "  valued  at 
one  million  dollars  and  delivered  to  the  party  of  the  first  part  by  the 
said  The  Pennsylvania  General  Freight  Equipment  Trust  for  that  purpose 
under  the  said  articles  of  association,  recorded  as  aforesaid,  as  set  out  in 
the  inventory  or  schedule  hereto  attached  and  made  part  hereof,  showing 
the  number  and  description  of  the  said  rolling  stock,  the  numbers  and 
marks  thereon,  the  value  pf  each  piece  thereof  and  the  aggregate  value 
thereof,  signed  by  the  president  or  a  vice-president  of  the  party  of  the 
first  part  and  by  the  general  manager  and  the  president  or  a  vice-president 
of  the  party  of  the  second  part. 

(2)  That  all  the  said  rolling  stock  leased  under  this  agreement  is  as 
to  pattern,  capacity,  construction  and  materials  approved  by  the  party 
of  the  second  part  by  its  general  manager  and  every  piece  thereof  is 
numbered  and  marked  and  designated  with  the  words,  figures  and  letters 
following,  conspicuously  placed  thereon,  to-wit:  "Issue  of  1906,  Series  S, 
The  Pennsylvania  General  Freight  Equipment  Trust,  Owner,  Fidelity 
Trust  Company,  Trustee ;  ' '  and  the  party  of  the  second  part  in  consid- 
eration of  the  premises  does  by  these  presents  covenant  and  agree  with 
the  party  of  the  first  part  as  follows,  to-wit:  First,  That  the  party  of 
the  second  jiart  does  hereby  accept  (upon  the  conditions  mentioned  in  said 
articles  of  association  and  with  the  distinct  agreement  and  undcrstan<ling 
that  it  shall  not  and  does  not  assume  the  liability  and  responsibility  for 
the  application  or  nonapplication  of  the  said  rents  by  the  Trustee)  this 
lease  of  all  the  rolling  stock  mentioned  and  described  in  the  said  inventory 
or  schedule  hereto  annexed  and  shall  and  will  pay  to  the  party  of  the 
first  part  or  its  assigns  a  rent  which  shall  be  sufficient  to  pay  and  dis- 
charge   the    following    items:     (a)    interest    on    all    outstanding    and    un- 


1980    CORPORATION  FORMS  AND  PRECEDENTS. 

matured  shares  or  certificates  of  the  Series  issued  as  aforesaid  in  the  pur- 
chase by  the  said  association  of  the  rolling  stock  hereby  let  at  the  rate 
of  4  per  cent,  per  annum,  to  be  paid  in  gold  coin  of  the  United  States 
of  America  of  the  present  standard  of  weight  and  fineness  or  its  equiva- 
lent in  value  and  in  equal  quarterly  installments  of  one  per  centum  each 
on  the  first  day  of  the  months  of  February,  May,  August  and  November 
of  each  year  for  the  full  term  of  this  lease,  free  and  clear  of  all  taxes  and 
deductions;  (b)  an  annual  sum  equal  to  one-tenth  of  the  cost  price  of  the 
rolling  stock  hereby  let,  payable  in  like  gold  coin  at  the  end  of  each  year 
dating  from  the  commencement  of  this  lease;  (c)  all  the  necessary  ex- 
penses of  the  trust  connected  with  said  series,  and  (d)  any  and  all  taxes 
upon  the  income  or  property  of  the  association  connected  with  the  said 
series  or  issue  of  certificates  which  the  said  Trustee  may  be  requircAl  by 
law  to  retain  or  to  pay  out  of  income  as  aforesaid  and  this  lease  shall 
continue  in  force  until  the  rent  so  paid  hereunder  shall  be  sufficient  to 
meet,  discharge  and  cancel  all  the  shares  or'certificates  so  issued  as  afore- 
said in  respect  to  the  said  demised  rolling  stock  and  the  interest  and 
charges  aforesaid. 

Second.  That  the  party  of  the  second  part  shall  and  will  maintain  and 
keep  all  of  the  said  rolling  stock  placed  upon  its  railroad  as  aforesaid 
under  this  contract,  in  good  order  and  repair  at  its  own  proper  cost  and 
charges  and  shall  and  will  replace  at  its  own  cost  any  of  the  said  rolling 
stock  that  may  bo  destroyed  by  accident  or  otherwise  while  in  its  service 
or  under  its  control  or  management  or  while  on  connecting  railroads,  by 
other  rolling  stock  of  equal  value  and  like  material,  character  and  con- 
struction. 

Third.  That  in  case  the  lessee  shall  make  default  in  the  payment  of 
any  i)art  of  the  said  rent  for  more  than  thirty  days  after  the  same  shall 
become  due  5nd  payable  or  shall  fail  or  refuse  to  comply  with  any  of 
the  covenants  herein  on  its  part  to  be  kept  and  performed,  the  party  of 
the  first  part  by  and  under  the  instruction  of  the  board  of  managers  of 
the  said  association  may  by  its  agents  enter  on  the  railroads  and  premises 
of  the  said  party  of  the  second  part  and  take  possession  of  all  the  said 
rolling  stock  and  withdraw  the  same  from  the  said  railroad  and  make  such 
disposition  thereof  as  the  said  board  of  managers  shall  direct  and  the 
said  lessee  shall  thereupon  cease  .to  have  any  rights  or  remedies  under 
this  contract  and  all  such  rights  and  remedies  shall  be  deemed  thence- 
forth to  have  been  waived  and  surrendered  by  tjie  said  lessee  and  no 
payments  theretofore  made  by  the  party  of  the  second  part  for  the  rent 
or  use  of  said  rolling  stock  or  any  of  it  shall  in  case  of  such  default  on  its 
part  and  such  repossession  by  the  party  of  the  first  part  give  to  the  party 
of  the  second  part  any  legal  or  equitable  interest  or  title  in  or  to  the 
said  rolling  stock  or  any  of  it  or  any  cause  or  right  of  action  at  law  or 
in  equity  against  the  party  of  the  first  part  or  the  said  The  Pennsylvania 
General  Freight  Equipment  Trust,  or  the  members  or  any  of  the  share- 
holders thereof  and  such  repossession  by  the  party  of  the  first  part  shall 
not  be  a  bar  to  the  recovery  of  the  rent  actually  due  for  the  same  at  the 
time  of  such  default  or  so  long  as  the  said  rolling  stock  shall  remain  in 
the  possession  of  the  said  lessee. 

Fourth. — That  the  party  of  the  second  part  shall  and  will  furnish  through 
its  general  manager  or  other  proper  officer  or  agent,  to  the  party  of  the  first 


CAR  TRUSTS— ROLLING  STOCK  AOREEMEXTS.     198i 

part  once  in  each  year  during  the  continuanfe  of  this  lease  an  accurate 
statement  of  the  amount  and  descrijttion  of  the  said  rolling  stock  then  in 
actual  service,  the  amount  and  description  of  all  that  may  have  been 
destroyed  by  accident  or  otherwise  and  the  amount  repaired  during  the 
year  next  preceding,  and  also  the  amount  then  undergoing  repair.  And 
the  party  of  the  first  part  shall  have  the  right  to  inspect  the  said  rolling 
stock  once  in  each  year  during  the  continuance  of  this  lease,  by  an  agent 
to  be  nominated  by  the  board  of  managers  of  the  association  and  appointed 
by  the  party  of  the  first  part. 

The  Fidelity  Trust  Company,  Trustee,  does  hereby  constitute  and  appoint 
Geo.  11.  Kyd  to  be  its  attorney  for  it  and  in  its  name  and  as  and  for  its  cor- 
porate and  deed  to  acknowledge  this  agreement  before  any  person  having 
authority  by  the  laws  of  Pennsylvania  to  take  such  acknowledgment  to  the 
intent  that  the  same  may  be  duly  recorded.  The  Pennsylvania  Eailroad 
Company  does  hereby  constitute  and  appoint  Samuel  Rea  to  be  its  attor- 
ney for  it  in  its  name  and  as  and  for  its  corporate  act  and  deed  to 
acknowledge  this  agreement  before  any  person  having  authority  by  the 
laws  of  the  Connnonwealth  of  Pennsylvania  to  take  such  acknowledgment 
to  the  intent  that  the  same  may  be  duly  recorded. 

In  Witness  "Whereof  the  said  Trustee,  by  order  of  and  acting  under 
the  specific  direction  of  the  managers  of  said  association  and  the  said 
party  of  the  second  part  by  order  of  its  board  of  directors  have  caused  their 
respective  corporate  seals  to  be  hereunto  affixed  duly  attested  the  day  and 
year  first  above  written. 

Trust    Company, 

Attest :    By    , 

Secretary.  President. 

The  Pennsylvania  Railroad  Company, 

Attest :    By    

Secretary.  President. 

(Attach  copy  of  resolution  of  board  of  managers  and  inventory.) 

(Acknowledgments.) 

See  Form  2161,  supra,  and  notes  thereunder. 

Form  2163. 
RAILWAY  EQUIPMENT  BOND. 

I'nited  States  of  America. 
Baltimore    and    Ohio    Railroad    Company    Equipment    Bond    Car    Trust    of 
1910,  Series Total  Issue  Limited  to  $10,000,000.00  Con- 
sisting of  Ten  Series  of  $1,000,000.00  Each. 

No $1,000.00 

For  value  received,  the  Baltimore  and  Ohio  Railroad  Company  promi.^es 

to  pay  on  the  first  day  of  February,  19 ,  at  its  office  in   the  City  of 

New  York  to  the  bearer,  or  if  registered,  to  the  registered 'owner  hereof. 
One  Thousand  Dollars  ($1,000.00)  in  gold  coin  of  the  Uniied  States  of 
the  present  standard  of  weight  and  fineness,  or  its  equivalent,  and  to  pay 
interest  thereon  from  the  first  day  of  February,  1910,  in  like  gold  coin 
at  the  rate  of  four  per  cent,  per  annum,  payable  at  said  office,  semi- 
annually, on  the  first  days  of  August  and  February  in  each  year,  upon 
presentati^n  and  surrender  of  the  attached  coupons,  as  they  severally 
mature  and  without  any  deduction  in  respect  of  principal  or  interest   for 


1982     CORPORATION  FORMS  AND  PRECEDENTS. 

any  tax  or  taxes  which  the  Eailroad  Company  may  be  required  to  pay 
thereon  or  deduct  therefrom  under  any  present  or  future  laws  of  the 
United  States  of  America,  or  of  any  State,  County  or  Municipality 
thereof. 

This  is  one  of  a  series  of  one  thousand  bonds  of  like  tenor,  date  an<l 
amount,  and  numbered  consecutively  from  one  upwards,  which  together 
with  nine  other  series,  each  of  the  same  amount,  are  issued  and  to  be 
issued,  under  an  Indenture  of  Lease  and  Conditional  Sale  of  Eailroad 
Equipment  dated  February  1,  1910,  between  The  Guarantee  Trust  Com- 
pany of  New  York,  as  trustee,  and  said  the  Baltimore  and  Ohio  Eailroad 
Company;  said  series  are  lettered  "A"  and  consecutively  onward,  and 
mature:  Said  series  "A"  on  the  first  day  of  February,  1911,  and  one  of 
said  series,  in  the  consecutive  order  of  their  lettering,  on  the  first  day  of 
February  of  each  year  thereafter  and  bonds  of  whatever  series  are  equally 
secured  by  said  Indenture,  to  all  the  terms  and  conditions  of  which  this 
bond  and  the  rights  of  the  holders  hereof,  are  subject. 

This  bond  shall  pass  by  delivery  unless  registered  in  the  name  of  the 
owner  in  books  to  be  kept  by  the  Eailroad  Company  at  its  office  in  the 
City  of  New  York,  such  registry  being  also  noted  hereon  by  said  Eailroad 
Company.  After  such  registration,  no  transfer  shall  lie  valid  unless  made 
on  said  books  by  the  registered  holder  in  person,  or  by  his  attorney,  duly 
authorized  and  similarly  noted  on  this  bond  until  a  transfer  thereof  upon 
said  books  to  bearer  and  thereupon  transferability  by  delivery  shall  be 
restored,  but  this  bond  may  again  from  time  to  time  be  registered  or 
transferred  to  bearer,  as  before;  such  registration,  however,  shall  not 
affect  the  negotiability  of  the  coupons,  which  shall  continue  to  be  trans- 
ferable by  delivery.  If  default  shall  be  made  in  the  payment  of  any 
semi-annual  installment  of  interest  on  this  bond  when  the  same  shall 
become  due,  and  be  demanded,  and  such  installment  shall  remain  unpaid 
for  thirty  (30)  days  after  such  demand,  the  principal  of  this  bond  may 
become  due  in  the  manner  provided  in  said  Indenture. 

This  bond  shall  not  be  valid  for  any  purpose  until  authenticated  by 
the  certificate   of  said   Trust   Company  endorsed  hereon. 

In  "Witness  Whereof  the  Baltimore  and  Ohio  Eailroad  Company  has 
caused  these  presents  to  be  signed  by  its  President,  or  one  of  its  Vice- 
Presidents,  or  such  other  person  as  may  be  duly  authorized  by  its  Board 
of  Directors  to  sign  in  place  of  the  President,  and  its  corporate  seal  to 
be  hereto  affixed,  and  to  be  attested  by  its  Secretary  or  Assistant-Secretary, 
and  coupons  for  said  interest  with  the  engraved  signature  of  its  Treasurer 
to  be  attached  hereto,  this  first  day  of  February,  1910. 
[Corporate  Seal] 

Baltimore  and  Ohio  Eailroad  Company, 

Attest :    By   

Assistant-Secretary.  For  the  President, 

Interest  Coupon. 

No ^20.00 

On  the  first  day  of ,  19 ,  the  Baltimore  and  Ohio  Eail- 
road Company  will  pay  to  bearer  at  its  office  or  agency  in  the  City  of 
New  York,  Twenty  Dollars    ($20.00)    in  United   States   gold   coin,  being 


CAR  TRUSTS— ROLLING  STOCK  AGREEMENTS.     1983 

SIX    months    interest    then    due   on    Kquijunent    Bond    Car    Trust    of    I'JlO, 
Series ,  Number   


Treasurer. 
Trustees  '  Certificatk. 
The  within   bond   is   one    of   the   bonds   of   the   series   therein   specified, 
issued   and   to   bo   issued   under    the   provisions    of    the    Indenture    therein 
mentioned. 

The  Guaranty  Trust  Comi)any  of  New  York,  Trustee, 

By     

Its    

See  generally  as  to  car  trust  certificates,  Cook  on  Corporations,  §  855. 
See  Form  21G1,  supra,  and  notes  thereunder. 

Form  2164. 
CAR  TRUST  AGREEMENT  FOR  TRACTION  COMPANY. 

This  agreement  made  this  2nd  day  of  July,  A.  D.  1910,  between  the 
Union  Traction  Company  of  Philadelphia,  a  corporation  organized  and 
existing  under  the  laws  of  the  state  of  Pennsylvania,  hereinafter  called 
Union  Traction,  of  the  first  part;  The  Commercial  Trust  Company,  a  cor- 
poration also  organized  and  existing  under  the  laws  of  the  State  of 
Pennsylvania,  hereinafter  called  Trustee,  of  the  second  part,  and  the 
Philadelphia  Rapid  Transit  Company,  a  corporation  also  organized  and 
existing  under  the  laws  of  the  State  of  Pennsylvania,  hereinafter  called 
Rapid  Transit,  of  the  third  part,  witnesseth, 

Whereas,  by  indenture  of  lease  bearing  date  the  1st  day  of  July,  1910, 
of  which  a  copy  is  hereto  annexed  as  Exhibit  "A,"  Union  Traction  did 
lease  to  Rapid  Transit,  certain  ears,  rolling  stock  and  equipment  for  a 
certain  term  and  upon  rental  in  said  indenture  of  lease  particularly  de- 
scribed, and 

Whereas  Drexel  &  Company,  bankers,  on  behalf  of  Union  Traction,  have 
secured  subscriptions  to  the  amount  of  One  Million  Five  Hundred  Thou- 
sand Dollars  ($1,500,000)  to  a  fund  to  be  known  as  the  Philadelphia  Rapid 
Transit  Company  Equipment  Trust,  Series  "A,"  which  said  fund  is  to  be 
applied  by  said  Union  Traction  to  the  payment  of  the  purchase  price  of 
the  cars,  rolling  stock,  and  equipment  particularly  mentioned  in  said 
indenture  of  lease,  and 

"^Tiereas,  Union  Traction  proposes  to  secure  to  the  parties  subscribing 
to  said  fund  of  $1,500,000  the  payment  thereof  in  twenty  semi-annual 
instalments,  as  follows: 

On    January    1st,    1911     $75,000. 

On    July    1st,    1911    $75,000. 

On  January  1st,  1912  $75,000. 

On  July  1st,  1920  $75,000. 

With  interest  meanwhile  from  the  first  day  of  July,  1910,  at  the  rate  of 
5%  per  annum  payable  semi-annually  on  the  first  day  of  January  and 
July  in  each  year;  payments  of  said  principal  and  interest  to  be  made  in 
half-vearlv  instalments  as  hereinafter  set  forth  and  to  evidence  the  rights 


1984    CORPORATION  FORMS  AND  PRECEDENTS. 

of  the  subscribers  to  said  fimcl  by  certificates  in  the  form  hereinafter  set 
forth; 

Now,  therefore,  this  agreement  -nituesseth: — 

First.  That  the  said  Union  Traction  hereby  assigns  and  se^  over 
unto  the  Commercial  Trust  Company  as  Trustee  for  the  hohlers  of  the 
certificates  hereinafter  described,  said  indenture  of  lease  and  all  the  right, 
title  and  interest  of  the  said  Union  Traction  in  and  to  said  cars,  rolling 
stock  and  equipment  leased  as  aforesaid  unto  Eapid  Transit  and  as  well  all 
the  claims,  demands  and  remedies  of  the  said  Union  Traction  accruing  or 
to  accrue  under  the  lease  aforesaid;  and  to  the  rentals  thereunder  aggre- 
gating One  Million  Five  Hundred  Thousand  Dollars,  and  hereby  war- 
rants and  becomes  surety  to  the  Commercial  Trust  Company  of  Phila- 
delphia, Trustee,  for  the  faithful  performance  by  the  Philadelphia  Rapid 
Transit  Company  of  its  obligations  under  said  indenture  of  lease  and 
for  the  payment  by  it  to  the  said  Trustee  of  the  rental  thereby  re- 
served when  and  as  the  same  becomes  due  and  payable. 

Second.  The  Trustee  covenants  and  agrees  that  on  or  as  soon  as 
may  be  after  the  first  day  of  July,  1910,  it  will  execute  and  deliver  to 
Drexel  &  Company  for  distribution  to  the  said  Philadelphia  Rapid  Tran- 
sit Company  Equipment  Trust,  Series  "A,"  one  thousand  five  hundred 
certificates  in  the  following  form,  to-wit: 

(Form  of   Certificate.) 

No Series  A.  $1,000. 

1,500   shares.  $1,000  each. 

Commercial  Trust  Company  hereby  certifies  that  the  bearer  hereof, 
is  entitled  to  one  share  of  one  thousand  dollars  ($1,000)  in  the  Philadel- 
phia Eapid  Transit  Company  Equipment  Trust,  Series  A,  in  accordance  with 
the  provisions  of  a  certain  agreement  bearing  date  the  2nd  day  of  July, 
A.  D.  1910,  between  Union  Traction  Company  of  Philadelphia,  of  the 
first  part,  Commercial  Trust  Company  of  Philadelphia,  of  the  second 
part,  and  Philadelphia  Rapid  Transit  Company  of  the  third  part.     The 

principal  of  this  certificate  will  be  payable  on  the  first  day  of , 

19....,  upon  the  surrender  hereof  at  the  office  of  the  Trustee  and  in 
the  meantime  dividends  thereon  will  be  payable  as  evidenced  by  the 
dividend  warrants  attached  hereto.  Both  the  principal  and  dividends 
are  payable  in  gold  coin  of  the  United  States  at  the  office  of  the  Trustee 
in  the  city  of  Philadelphia,  but  only  from  and  out  of  the  rentals  when 
paid  as  provided  for  in  a  lease  of  certain  railway  equipment  made  by 
Union  Traction  Company  of  Philadelphia  to  Philadelphia  Eapid  Tran- 
sit Company,  bearing  date  the  first  day  of  July,  1910,  and  assigned 
by  said  Union  Traction  Company  of  Philadelphia  by  assignment  bear- 
ing date  the  2nd  day  of  July,  1910,  to  said  Trustee,  which  rentals  are 
payable  to  the  Trustee  for  the  benefit  of  the  holders  of  this  and  other 
certificates,  amounting  at  par  to  one  million  five  hundred  thousand  dol- 
lars, to  which  lease  and  agreement,  reference  is  hereby  made  for  a  state- 
ment of  the  rights  of  the  holders  of  such  certificates. 

The  holder  of  this  certificate  may  have  the  same  registered  in  the 
books  of  the  Trustee,  which  registration  shall  be  noted  on  the  back 
hereof,  and  thereafter  the  principal  shall  be  transferred  only  upon  the 
said  books  by  the  registered  holder  or  his  duly  authorized  representa- 
tive  unless  the  same   shall   have  been   transferred   to   bearer    in    which 


CAR  TRUSTS— ROLLING  STOCK  AGREEMENTS.     1985 

case  the  principal  shall  be  payable   to  the  bearer  hereof,  the   warrauts 
being  always  payable  to  bearer. 

Witness  the  corporate  seal  of  the  Commercial  Trust  Company,  Trustee, 

attested    at    Philadelphia,   this    day    of    ,   1910. 

Commercial   Trust   Company, 

[CoaroRATE  Seal]  By    

Attest :    

Which   8aid    certificates   shall   have   dividend    wiirrants   thereunto    attached 
in  general  form  as  follows,  to  wit: 

(Form   of  Dividend    Warrant.) 
$25.00. 

Due  to  the  bearer  hereof  on  the   1st  day  of    ,  19 ,  on 

surrender  hereof  at  the  office  of  Commercial  Trust  Company  at  Philadel- 
phia,  the    sum    of   Twenty-five    dollars,    being   semi-annual    dividend    on 

Certificate    No of    the    Philadelphia    Rapid    Transit    Equipment 

Trust   Series   A,   payable   only   out    of   rentals   under   the    lease   referred 
to  in  said  certificate. 

Commercial  Trust  Comjjany, 

Trustee. 

By  

Treasurer. 

Union  Traction  agrees  to  endorse  upon  each  of  said  certificates  the 
following: 

Union  Traction  Company  of  Philadelphia,  hereby  certifies  that  it  has 
warranted  and  become  surety  to  the  Commercial  Trust  Company  of 
Philadelphia,  Trustee,  for  the  payment  when  due  by  Philadelphia  Rapid 
Transit  Company  to  the  said  Trustee  of  the  rentals  reserved  under 
the  lease  of  certain  railway  equipment,  dated  July  1st,  1910,  made  by 
said  Union  Traction  Company  of  Philadelphia  to  said  Philadelphia  Rapid 
Transit  Company  and  assigned  by  the  lessor  to  the  said  Trustee,  which 
is  referred  to  in  the  within  certificate. 

Union  Traction  Company  of  Philadelphia, 

[Corporate  Seal]  By 

Attest :    

Secretary. 
The  said  certificates  shall  be  numbered  from  one  to  fifteen  hundred  inclu- 
sive, and  by  the  terms  thereof  the  principal  thereof  shall  be  payable  as 
follows:  Nos.  1  to  75,  both  inclusive,  on  the  1st  day  of  January,  1911; 
Nos.  76  to  150,  both  inclusive,  on  the  1st  day  of  July,  1911;  Nos.  151 
to  225,  both  inclusive,  on  the  first  day  of  January,  1912 ;  Nos.  226  to  300, 
both  inclusive,  on  the  1st  day  of  July,  1912;  Nos.  301  to  375,  both  inclusive, 
on  the  1st  day  of  January,  1913;  Nos.  376  to  450,  both  inclusive,  on  the 
1st  day  of  July,  1913;  Nos.  451  to  525,  both  inclusive,  on  the  1st  day  of 
January,  1914;  Nos.  526  to  600,  both  inclusive,  on  the  1st  day  of  July, 
1914;  Nos.  601  to  675,  both  inclusive,  on  the  1st  day  of  January,  1915; 
Nos.  676  to  750,  both  inclusive,  on  the  1st  day  of  July.  1915;  Nos.  751 
to  825,  both  inclusive,  on  the  1st  day  of  January,  1916;  Nos.  826  to  900, 
both  inclusive,  on  the  1st  day  of  July,  1916;  Nos.  901  to  975,  both 
inclusive,  on  the  1st  day  of  January,  1917;  Nos.  976  to  1050,  both 
inclusive,  on  the  1st  day  of  July,  1917;  Nos.  1051  to  1125,  both  inclusive, 
on  the  1st  day  of  January,  1918;  Nos.  1126  to  1200,  both  inclusive,  on  the 


1986     CORPORATION  FORMS  AND  PRECEDENTS. 

1st  day  of  July,  1918;  Nos.  1201  to  1275,  both  iiicliisive,  on  the  1st  day  of 
January,  1919;  Nos.  1276  to  1350,  both  inclusive,  on  the  first  day  of  July, 
1919;  Nos.  1351  to  1425,  both  inclusive,  on  the  1st  day  of  January,  1920; 
Nos.  1426  to  1500,  both  inclusive,  on  the  1st  day  of  July,  1920.  All 
dividends  on  the  said  certificates  shall  cease  after  the  principal  thereof 
shall  have  become  due. 

Third.  The  Trustee  agrees  to  keep  at  its  office  in  Philadelphia,  a  regis- 
ter in  which  the  holders  of  any  of  such  certificates  may  have  the  same 
registered  as  therein  provided. 

Fourth.  The  Trustee  as  assignee  of  the  said  I^'^nion  Traction  Company 
of  Philadelphia,  lessor,  further  covenants  to  perform  and  so  far  as  pos- 
sible to  enforce  the  performance  of  all  and  singular  the  terms,  conditions 
and  covenants  of  the  said  lease  and  to  apply  and  distribute  the  rentals 
thereunder  when  and  as  the  same  shall  be  received  for  the  following  pur- 
poses, to-wit:  (a)  to  the  payment  of  the  necessary*  and  reasonable 
expenses  of  the  trust  connected  with  the  said  railway  cars,  equipment 
and  rolling  stock  as  are  usual  in  case  of  trust  estates;  (b)  to  the  pay- 
ment of  any  taxes  upon  the  income  or  property  of  the  trust  which  it  may 
by  law  be  required  to  pay  and  any  tax  which  may  by  law  be  deductible 
from  thr  principal  of  said  certificates  or  the  dividends  thereon;  (c)  to  the 
payment  of  the  dividend  warrants  attached  to  the  said  certificates  when 
and  as  the  same  shall  become  payable;  (d)  to  the  payment  and  redemption 
of  the  principal  of  the  said  certificates  when  and  as  the  same  shall  become 
payable.  The  said  warrants  and  certificates  to  be  cancelled  upon  payment 
thereof.  It  being  distinctly  understood  and  agreed  that  neither  the 
trustee  nor  any  successor  in  the  trust  shall  be  liable  or  responsible  for  any 
matter  or  thing  connected  with  the  trust  intended  to  be  hereby  created, 
except  for  its  own  or  their  wilful  and  intentional  breach  thereof.  No 
recourse  shall  be  had  against  any  officer  or  director  of  the  Philadelphia 
Eapid  Transit  Company  or  the  Union  Traction  Company  of  Philadelphia 
by  reason  of  this  agreement  or  of  the  lease  to  which  it  relates  or  of  the 
car  trust  certificates  issued  hereunder,  it  being  expressly  understood  and 
agreed  that  all  such  personal  liability  and  all  rights  and  claims  against 
every  such  officer  or  director  are  hereby  expressly  waived  as  a  condition 
of  and  as  a  consideration  for  the  execution  of  this  agreement. 

Fifth.  Eapid  Transit  becomes  a  party  hereto  in  order  to  express  its 
assent  to  the  assignment  herein  contained  by  Union  Traction  to  Com- 
mercial Trust  Company  as  Trustee  for  the  benefit  of  the  subscribers  to  said 
Philadelphia  Eapid  Transit  Equipment  Trust,  Series  A,  and  does  hereby 
accept  and  become  bound  by  all  the  terms  of  this  agreement,  and  covenants 
to  make  payment  of  the  reasonable  expenses  of  said  Trustee  and  of  all 
taxes  hereinabove  mentioned  for  which  the  Trustee  may  be  liable  or  may  be 
by  law  required  to  dedyet  from  the  principal  of  the  said  certificates  or  the 
dividends  thereon. 

Sixth.  It  is  further  herein  agreed  and  provided  that  in  case  Eapid 
Transit  shall  at  any  time  make  default  in  the  payment  of  any  part  of  the 
rental  in  said  lease  reserved  for  more  than  thirty  days  after  the  same 
shall  become  payable  or  shall  fail  to  keep  and  perform  all  the  terms 
and  covenants  of  said  lease  and  of  this  agreement,  the  Trustee  shall  have 
the  right  as  assignee  of  the  said  Union  Traction  to  declare  the  principal 
of  all  of  said  car  trust  certificates  hereby  intended  to  be  secured,  to  be 


CAR  TRUSTS— ROLLING  STOCK  AGREEMENTS.     iyb7 

due  so  far  as  the  rights  of  the  holders  thereof  are  concerned  and  to 
thereupon  enforce  all  Ijie  terms  and  stipulations  of  said  lease,  and  in 
case  the  Trustee  shall  retake  possession  of  the  cars,  equipment,  and 
rolling  stock  it  may  either  hold  or  lease  or  dispose  of  said  cars,  equipment 
and  rolling  stock  or  so  many  thereof  as  it  may  deem  necessary,  in  such 
manner  at  public  or  private  sale  for  cash  or  upon  credit  as  the  Trustee 
may  deem  most  beneficial,  and  the  proceeds  of  such  lease  or  sale  shall  be 
applied  by  the  Trustee  to  the  payment  after  deilucting  the  expenses  of 
the  trust  and  all  taxes  which  the  Trustee  may  by  law  be  required  to  pay  in 
respect  to  the  trust  property  or  the  certificates  aforesaid,  or  the  dividends 
thereon;  (1)  to  the  dividend  warrants  then  due;  (2)  to  the  principal  of  all 
of  the  said  outstanding  certificates  whether  the  same  shall  then  have 
matured  by  their  terms  or  not,  in  full,  if  such  proceeds  shall  be  sufficient, 
and  if  not  then  pro  rata.  And  such  retaking  possession  of  the  said  cars, 
equipment  and  rolling  stock  by  the  Trustee  shall  not  be  a  bar  to  the 
recovery  by  the  Trustee  from  Rapid  Transit,  for  future  accruing  rent  until 
such  sum  is  realized,  as  with  the  proceeds  of  the  sale  of  the  said  cars, 
equipment  and  rolling  stock,  is  sufficient  for  the  payment  in  full  of  all 
taxes  and  expenses  as  aforesaid,  together  with  all  accrued  dividend  war- 
rants and  the  principal  of  all  of  the  said  certificates;  provided,  that  if  any 
such  default  continues  for  a  period  of  ten  days  notice  thereof  shall  there- 
upon be  given  by  the  Trustee  to  the  Union  Traction  Company  of  Phila- 
delphia. 

Seventh.  The  Trustee  assumes  no  liability  for  anything  other  than  its 
own  wilful  or  gross  negligence.  It  shall  not  be  required  to  undertake  any 
active  duty  in  the  way  of  repairing  such  equipment  or  the  maintenance  of 
insurance  on  the  same  unless  and  until  supplied  with  necessary  funds  for 
such  purpose,  nor  shall  it  be  required  to  take  possession  of  said  equipment 
or  to  enforce  the  covenants  of  the  lease  relating  thereto  until  properly 
indemnified  against  all  expenses  and  liabilities  incurred  by  reason  thereof, 
nor  shall  it  be  responsible  for  the  recording  of  this  agreement,  or  of  the 
lease  herein  referred  to. 

Eighth.  The  Union  Traction  Company  of  Philadelphia  doth  hereby  con- 
stitute and  appoint  Charles  E.  Heed,  to  be  its  attorney,  for  it  and  as  its 
corporate  act  and  deed  to  acknowledge  this  agreement  before  any  person 
having  authority  by  the  laws  of  the  Commonwealth  of  Pennsylvania  to 
take  such  acknowledgments,  to  the  intent  that  the  same  may  be  duly  re- 
corded, and  the  Philadelphia  Rapid  Transit  Company  doth  hereby  consti- 
tute and  appoint  Charles  O.  Kruger  to  be  its  attorney  for  it  and  as  its 
corporate  act  and  deed  to  acknowledge  this  agreement  before  anv  person 
having  authority  by  the  laws  of  the  Commonwealth  of  Pennsylvania  to 
take  such  acknowledgments,  to  the  intent  that  the  same  may  be  duly 
recorded,  and  the  Commercial  Trust  Company  doth  hereby  constitute  and 
appoint  Harry  E.  Righter  to  be  its  attorney  for  it  and  as  its  corporate 
act  and  deed  to  acknowledge  this  agreement  before  any  person  having  author- 
ity by  the  laws  of  the  Commonwealth  of  Pennsylvania  to  take  such  ac- 
knowledgments to  the  intent  that  the  same  may  be  duly  recorded. 

In  Wliness  Whereof,  the  said  parties  hereto  have  caused  their  respective 


1988    CORPORATION  FORMS  AND  PRECEDENTS. 

corporate  seals  to  be  hereunto  affixed  and  duly  attested,  all  as  of  the  day 
and  year  first  above  -written. 

[Seal]  Union   Traction  Company  of  Philadelphia, 

Attest:     Albert  I).  Hallman,  liy  Chas.  E.  Heed,  Vice-President. 

Secretary. 
[Seal]  Commercial    Trust    Company, 

Attest:    W.  A.  Obdycke,  By  John  H.  Mason,  President. 

Secretary. 
[Seal]  Philadelphia  Eapid  Transit  Company, 

Attest:    E.  B.  Self  ridge,  By  Charles  O.  Kruger,- 

Secretary.  President. 

(Acknowledgments   for    all   three    corporations.) 
For  Exhibit  "A"  referred  to  in  above  form,  see  form  next  fullovviug. 

Form  2165. 
LEASE  OF  ROLLING  STOCK  FOR  CAR  TRUST. 

This  agreement  made  this  1st  day  of  July,  1910,  between  the  Union 
Traction  Company  of  Philadelphia,  a  corporation  organized  and  existing 
under  the  laws  of  the  state  of  Pennsylvania,  hereinafter  called  the  lessor 
of  the  first  part,  and  the  Philadelphia  Eapid  Transit  Company,  a  corpora- 
tion also  organized  and  existing  under  the  laws  of  the  state  of  Pennsyl- 
vania, hereinafter  called  Eapid  Transit  of  the  second  part. 

^Vhereas,  both  of  said  corporations  have  been  duly  authorized  by  resolu- 
tion of  their  respective  boards  of  directors  and  by  resolutions  of  their 
respective  stockholders  duly  adopted  and  recorded  in  the  books  of  each 
company,  with  the  consent  of  the  City  of  Philadelphia,  evidenced  by 
Ordinance  of  City  Council  approved  June  23,  1910,  to  execute  these 
presents ; 

Now  this  agreement  witnesseth:  That  for  and  in  consideration  as  well 
of  the  sum  of  One  Dollar  ($1.00)  paid  by  Eapid  Transit  to  the  lessor 
as  of  the  rents  and  covenants  hereinafter  mentioned,  the  lessor  has  let 
and  leased  to  Eapid  Transit  for  the  term  of  ten  years  from  and  after 
the  first  day  of  July,  19] 0,  unless  sooner  terminated  as  hereinafter  pro- 
vided, the  following  described  cars,  equipment  or  rolling  stock,  to-wit : 

Number  of  Description  of  Name  of 

Items.  Equipment.  Eecord  Number.  Builder. 


■which  said  cars,  equipment  or  rolling  stock  have  been  this  day  delivered 
to  Eapid  Transit,  the  receipt  of  which  is  hereby  acknowledged,  at  and 
for  the  rent  hereinafter  set  forth,  and  upon  the  terms,  conditions  and 
covenants  following,  to-wit:  First,  that  Eapid  Transit  shall  and  will  pay 
unto  the  lessor  or  its  assigns  at  the  office  of  the  Commercial  Trust  Com- 
pany in  the  City  of  Philadelphia,  as  rent  or  hire  for  the  said  cars,  equip- 
ment or  rolling  stock,  (1)  half-yearly  on  the  30th  day  of  June  and  the 
31st  day  of  December  in  each  year,  the  first  payment  to  be  made  on  the 
31st  day  of  December,  1910;  (a)  a  sum  equal  to  two  and  one-half  per  cent. 
of  One  Million  Five  Hundred  Thousand  Dollars,  which  sum  thus  paid  shall 
be  reduced  from  time  to  time  by  an  amount  equal  to  two  and  one-half  t)er 


CAR  TRUSTS— ROLLING  STOCK  AGREEMENTS.     1989 

cent,  of  such  sums  as  Itapid  Transit  Company  shall  pay  to  the  lessor  to 
be  applied  to  the  reduction  of  said  sum  of  One  Million  Five  Hundred 
Thousand  Dollars  as  specified  in  paragraph  2  of  this  article;  (b)  a  sum 
equal  to  all  reasonable  expenses  incurred  by  the  lessor  or  its  assigns  in 
enforcing  the  covenants  and  terms  of  this"  lease;  (c)  a  sum  equal  to  the 
taxes  upon  the  income  or  property  of  the  trust  which  the  lessor  or  its 
assigns  may  be  liable  to  pay  and  any  ta.xcs  which  may  by  law  be  charged 
against  the  lessor  on  account  of  payments  of  rental  hereunder.  (2)  half- 
yearly  on  the  30th  day  of  June  and  the  31st  day  of  December,  the  follow- 
ing sums  respectively: 

On   December   31st,   1910 $75,000 

On    June    3()th,     1911 75,000 

On   Juno  30th,   1920 75,000 

Second.  Rapid  Transit  covenants  and  agrees  with  the  lessor,  in  addition 
to  its  agreement  to  pay  the  said  rent  on  the  days  and  in  the  manner  above 
provided  for,  to  keep  and  maintain  at  its  own  expense  the  said  cars, 
equipment  or  rolling  stock  in  good  order  and  repair,  and  to  cause  the  said 
cars,  equipment  or  rolling  stock  to  be  kept  numbered  as  hereinbefore  men- 
tioned and  all  of  said  cars,  equipment  or  rolling  stock  to  be  plainly  marked 
upon  both  sides  thereof  with  the  words  "Union  Traction  Company  of 
Philadelphia,  Lessor,  Commercial  Trust  Company,  Trustee,  Owner,"  and 
that  it,  Rapid  Transit,  will  replace  at  its  own  cost  any  of  said  cars,  equip- 
ment or  rolling  stock  which  may  be  destroyed  from  any  cause  whatsoever 
during  the  continuance  of  this  lease,  by  other  cars,  equipment  or  rolling 
stock  of  equal  value  to  those  destroyed  and  of  substantially  as  good 
material,  character  and  construction;  such  substituted  cars,  equipment 
or  rolling  stock  to  bear  the  numbers  and  to  be  marked  on  both  sides  in  the 
same  manner  as  those  which  they  replace,  and  that  it,  Rapid  Transit,  will 
not  allow  the  name  of  any  person,  association  or  corporation  to  be  jdaced 
on  any  of  said  cars,  equipment  or  rolling  stock  as  a  designation  which 
might  be  interpreted  as  a  claim  of  ownership  thereof,  provided,  however, 
that  Rapid  Transit  may  cause  the  said  cars,  equipment  or  rolling  stock 
and  each  of  them  to  be  lettered  P.  R.  T.  for  Qonvenience  of  identification 
of  its  lessee  interest  therein. 

Third.  Rapid  Transit  further  covenants  and  agrees  to  furnish  to  the 
lessor  once  in  every  year  during  the  continuance  of  this  lease  an  accurate 
inventory  of  the  said  cars,  equipment  or  rolling  stock  in  actual  service, 
the  numbers  and  descriptions  of  such  as  may  have  been  destroyed  and 
replaced  by  others,  the  numbers  of  all  repaired  during  the  preceding  year, 
and  the  numbers  of  all  at  the  date  of  such  statement  undergoing  repair 
or  in  the  shops  for  repair,  and  that  the  lessor  shall  have  the  right  to  inspect 
the  said  cars,  equipment  or  rolling  stock  during  the  continuance  of  this 
lease  by  an  agent  or  agents  to  be  appointed  by  said  lessor  or  its  assigns 
whose  reasonable  compensation  shall  be  paid  by  Rapid  Transit.  During 
the  continuance  of  this  lease  none  of  the  said  cars,  equipment  or  rolling 
stock  shall  be  removed  from  the  lines  operated  as  part  of  the  Philadelphia 
Rapid  Transit  Railway  System  in  the  counties  of  Philadelphia,  Delaware, 
Montgomery  and  Bucks  in  the  state  of  Pennsylvania. 

Fourth.  Rapid  Transit  shall  cause  said  cars,  equipment  or  rolling  stock 
to  be  insured  against  loss  or  damage  by  fire  in  the  sum  of  not  less  than 


1990    CORPORATION  FORMS  AND  PRECEDENTS. 

one  million  five  hundred  thousand  dollars  and  at  all  times  during  the 
tenancy  hereby  created  shall  keep  the  said  cars  and  any  that  may  be 
substituted  therefor,  so  insured  against  loss  by  fire  in  the  name  of  and 
for  the  benefit  of  the  lessor  orbits  assigns,  the  insurance  premiums  to  be 
paid  by  Rapid  Transit.  In  case  this  insurance  is  effected  by  separate 
policies  covering  only  the  equipment  leased  hereby  then  the  policies  shall 
be  delivered  to  the  lessor  or  its  assigns.  Rapid  Transit  may,  however, 
include  this  insurance  in  any  blanket  form  of  insurance  which  it  may  take 
covering  all  of  its  property,  including  that  leased  hereunder,  in  which  case 
however  said  policies  shall  specifically  insure  the  cars,  equipment  and  roll- 
ing stock  hereby  leased,  in  a  sum  of  not  less  than  one  million  five  hundred 
thousand  dollars  and  contain  a  provision  that  any  loss  occurring  with  re- 
spect to  this  equipment  shall  be  payable  to  Commercial  Trust  Company, 
Trustee.  Rapid  Transit  Company  shall  furnish  the  Trustee  with  a  list 
of  all  said  policies  and  from  time  to  time  notify  the  Trustee  of  any 
change  made  therein  and  shall,  whenever  required  by  the  Trustee,  pro- 
duce the  policies  for  inspection.  In  case  Rapid  Transit  shall  not  imme- 
diately insure  said  cars,  equipment  or  rolling  stock  and  keep  them  insured 
as  aforesaid  the  lessor  or  its  assigns  may  effect  such  insurance  as  the 
agent  of  Rapid  Transit  and  any  money  paid  by  it  to  effect  such  insur- 
ance shall  immediately  be  repaid  by  Rapid  Transit.  In  case  of  default, 
such  default  may  be  treated  as  a  breach  of  one  of  the  covenants  of  this 
lease. 

Fifth.  Rapid  Transit  further  covenants  that  there  shall  be  no  assign- 
ment or  transfer  of  its  rights  or  interest  in  said  cars,  equipment  or  rolling 
stock  under  this  lease  nor  any  underletting  of  the  said  leased  property 
without  the  consent  of  the  lessor  or  its  assigns  endorsed  hereon  and  that 
the  lessor  or  its  assigns  shall  have  the  right  to  declare  this  lease  termi- 
nated in  case  of  any  unauthorized  sale  or  transfer  thereof.  And  a  transfer 
by  bankruptcy  or  other  judicial  process  shall  be  deemed  a  breach  of  this 
agreement  and  the  election  of  the  lessor  or  its  assigns  to  terminate  this 
lease  under  this  clause  shall  have  the  same  effect  as  the  retaking  of  said 
cars,  equipment  or  rolling  stock  by  the  lessor  or  its  assigns  as  hereinafter 
provided. 

Sixth.  That  in  case  Rapid  Transit  shall  make  default  in  the  payment 
of  any  part  of  said  rental  for  more  than  thirty  days  after  the  same  shall 
have  become  payable  or  shall  fail  to  keep  the  said  cars,  equipment  or 
rolling  stock  in  good  serviceable  condition  or  to  maintain  such  insurance 
or  to  perform  any  of  the  other  covenants  herein  contained  to  be  performed 
on  its  part,  the  lessor  or  its  assigns  may  declare  this  lease  terminated  and 
thereupon  all  instalments  or  rents  reserved  hereunder  whether  said  instal- 
ments shall  then  have  fallen  due  or  not  shall  at  once  become  forthwith 
due  and  payable  and  the  lessor  or  its  assigns  may  by  an  agent  or  agents 
to  be  appointed  for  the  purpose  enter  upon  the  railway  or  premises  where- 
upon or  wherein  the  said  cars,  equipment  or  rolling  stock  may  be,  and  may 
retake  the  said  cars,  equipment  or  rolling  stock  and  withdraw  the  same 
from  said  railway  or  premises. 

Seventh.  That  in  case  such  retaking  is  had  or  rightfully  demanded  by 
the  lessor  or  its  assigns  in  pursuance  of  this  lease.  Rapid  Transit  will  at 


CAR  TRUSTS— ROLLING  STOCK  AGREEMENTS.     1991 

its  own  expeuse  operate  and  in  the  usual  manner  draw  the  said  cars, 
equipment  or  rolling  stock  to  such  points  on  its  railway  or  its  car  barns  as 
shall  reasonably  be  designated  by  the  lessor  or  its  assigns  and  it  is  hereby 
expressly  covenanted  between  the  lessor  and  Rapid  Transit  that  perform- 
ance of  this  covenant  as  herein  set  forth  is  of  the  essence  of  the  contract 
between  the  parties  and  that  upon  application  to  any  court  of  equity 
having  jurisdiction  in  the  premises  the  said  lessor  or  its  assigns  shall  be 
entitled  to  a  decree  against  Rapid  Transit  requiring  specific  performance 

hereof. 

Eighth.  The  said  lessor  hereby  covenants  and  agrees  with  the  said 
Rapid  Transit  that  when  it,  Rapid  Transit,  shall  have  fully  paid  all  the 
rent  which  it  has  herein  covenanted  to  pay  it,  the  said  lessor  or  its  assigns 
shall  and  will  upon  the  payment  by  Rapid  Transit  to  the  lessor  or  its 
assigns  of  the  additional  sum  of  one  dollar,  sell,  assign  and  transfer  or 
cause  to  be  sold,  assigned  and  transferred  to  Rapid  Transit,  its  successors 
and  assigns  as  its  absolute  property  all  the  cars,  equipment  or  rolling 
stock  held  under  this  lease  and  evidence  such  sale  and  transfer  by  a  proper 
bill  of  sale  so  that  thereupon  and  thereafter  the  absolute  ownership  in 
said  cars,  equipment  or  rolling  stock  shall  be  and  become  vested  in  Rapid 
Transit,  its  successors  or  assigns,  provided,  however,  and  it  is  hereby  un- 
derstood that  it  is  the  intention  of  the  lessor  to  forthwith  upon  the 
execution  of  this  instrument,  assign,  transfer  and  set  over  unto  the 
Commercial  Trust  Company  as  Trustee  all  its  right,  title  and  interest  in 
and  to  said  cars,  equipment  and  rolling  stock  hereby  leased  unto  Rapid 
Transit  and  as  well  all  its  claim,  demands,  and  remedies  under  this  lease 
accruing  or  to  accrue  and  that  any  bill  of  sale  of  said  equipment  or  any 
part  thereof  at  any  time  hereafter  executed  by  said  Commercial  Trust 
Company  as  Trustee  or  any  duly  appointed  successor  trustee  and  delivered 
unto  Rapid  Transit,  its  successors  or  assigns  as  in  pursuance  of  the  terms 
of  this  instrument  shall  operate  in  all  respects  to  vest  as  good  title  in 
and  to  the  equipment  intended  to  be  conveyed  thereby  as  if  the  same  had 
been  so  executed  and  delivered  by  the  lessor. 

Ninth.  The  Union  Traction  Company  of  Philadelphia  doth  hereby  con- 
stitute and  appoint  Charles  E.  Heed  to  be  its  attorney  for  it  and  as  its 
corporate  act  and  deed  to  acknowledge  this  agreement  before  any  person 
having  authority  by  the  laws  of  the  Commonwealth  of  Pennsylvania  to 
take  such  acknowledgment  to  the  intent  that  the  same  may  be  duly  re- 
corded; and  the  Philadelphia  Rapid  Transit  Company  doth  hereby  con- 
stitute and  appoint  Charles  0.  Kruger  to  be  its  attorney  for  it  and  as 
its  corporate  act  and  deed  to  acknowledge  this  agreement  before  any 
person  having  authority  by  the  laws  of  the  Commonwealth  of  Pennsyl- 
vania to  take  such  acknowledgment  to  the  intent  that  the  same  may  be 
duly  recorded. 

In  "Witness  "Whereof  the  said  lessor  the  Union  Traction  Company  of 
Philadelphia  has  caused  these  presents  to  be  signed  by  its  vice-president 
and  its  corporate  seal  duly  attested  by  its  secretary  to  be  hereunto  at- 
tached, and  the  said  lessee  the  Philadelphia  Rapid  Transit  Company  has 
caused  these  presents  to  be  signed  by  its  president  and  its  corporate  seal 


1992    CORPORATION  FORMS  AND  PRECEDENTS. 

duly  attested  by  its  secretary  to  be  hereunto  attached,  dated  the  day  anc 
year  first  above  written. 

Union  Traction  Company  of  Philadelphia, 

By  Charles  E.  Heed,  Vice-President. 
[Seal]     Attest:    Albert  D.  Hallman,  Secretary. 
Philadelphia  Rapid   Transit   Company, 

By  Charles  O.  Kruger,  President. 
[Seal]     Attest:    E.  B.  Self  ridge,  Secretary. 
Sealed  and  delivered  in  the  presence  of: 


(Acknowledgments  of  attorneys  of  both  corporations.) 
See  Forms  2161-2164,  supra,  and  notes  thereunder. 

Form  2166, 

CAR  TRUST  AGREEMENT  FOR  A  COAL  MINING 
CORPORATION. 

This  indenture,  made  this  24th  day  of  February,  one  thousand  nine 
hundred  and  five,  between  the Trust  Company,  a  corpora- 
tion of  the  state  of  Pennsylvania,  hereinafter  called  the   Trustee,   of  the 

one  part,  and  the   Coal  Mining  Company,  a  corporation  of 

the  state  of  Pennsylvania,  hereinafter  called   the   Coal   Company,   of  the 
other  part,  Witnesseth: 

Whereas  the  Trustee  is  the  o^™er  or  has  contracted  to  become  the  owner 
of  certain  railroad  equipment  and  rolling  stock  of  the  quantities  and  kinds 
as  follows:  One  hundred  steel  hopper  bottom  coal  cars,  Pennsylvania  Eail- 
road  Company  standard,  Class ,  of  100,000  lbs.  capacity  each; 

And  whereas,  the  Coal  Company  has  agreed  to  rent  or  hire  from  the 
Trustee  the  said  railroad  equipment  of  rolling  stock  on  the  rental,  terms 
and  conditions  hereinafter  set  forth; 

Now  Therefore  this  Indenture  Witnesseth :  First,  that  the 
Trust  Company,  in  consideration  of  the  sum  of  one  dollar  lawful  money 
of  the  United  States,  unto  it  well  and  truly  paid  by  the  said 
Coal  Mining  Company  at  the  time  of  the  execution  hereof,  the  receipt 
whereof  is  hereby  acknowledged,  and  of  the  rent  hereby  reserved  and  of 
the  covenants  herein  contained,  has  demised  and  leased  and  by  these  pres- 
ents doth  demise  and  lease  unto  the  said  Coal  Company  all  and  singular 
the  railroad  equipment  and  rolling  stock  of  the  quantities  and  kind  herein- 
before   recited   as   follows:     One   hundred   steel   hopper   bottom    coal    cars, 

Pennsylvania   Railroad   Company   standard.    Class    ,    of    100,000    lbs. 

capacity  each,  and  marked  with  the  name  of  the  " Trust 

Company,    Trustee,    Owner."    '' Coal    Mining    Company, 

Lessee, ' ' 

To  have  and  to  hold  the  said  railroad  equipment  and  rolling  stock  thus 
leased  by  the  Trustee  for  the  term  of  10  years  from  the  first  day  of  March, 
1905,  the  said  Coal  Company  yielding  and  paying  as  rental  therefor  unto 
the  Trustee  the  rent  reserved  and  covenanted  by  the  said  Coal  Company 
to  be  paid  as  is  hereinafter  particularly  set  forth,  the  title,  however,  to 
all  the  said  railroad  equipment  and  rolling  stock  to  be  retained  under  the 
terms  hereof  by  and  in  said    Trust  Company  as  Trustee, 


CAR  TRUSTS— ROLLIXG  STOCK  AGREEMENTS.     1993 

iiutil  the  full  cxpiiatiuu  of  the  perioil  of  this  lease  and  until  the  full  per- 
formance by  the  Coal  Company  of  all  the  covenants  herein  contained,  and 
in  consideration  of  the  premises,  the  Coal  Company  does  hereby  covenant 
and  agree: 

(1)  The  said  Coal  Comjiany  shall  forthwith  (or  as  soon  as  the  prepara 
tion  thereof  can  be  completed)  make,  execute  and  deliver  to  the  Trustee 
in  evidence  of  the  rental  from  time  to  time  to  be  paid  by  the  Coal  Com- 
jiany, its  obligations  or  bonds  to  the  aggregate  amount  of  Eighty  Thou- 
sand Dollars  in  denomination  of  one  thousand  dollars,  numbered  consecu- 
tively from  one  to  eighty,  both  inclusive.  The  said  obligations  or  bonds 
shall  be  divided  into  twenty  successive  semi-annual  series  in  amount  as 
hereinafter  provided,  maturing  and  becoming  payable  on  the  first  days  of 
September,  and  March  through  the  successive  years,  beginning  with  the 
first  day  of  September,  1905;  and  the  division  of  the  said  $80,000  of 
bonds  into  series  according  to  the  numbers  and  amount  thereof  and  the 
dates  on  which  the  said  series  shall  mature  and  become  payable  shall  be 
as  follows: 

$4,000  Series  1,  Numbers  1  to  4  inclusive,  Sept.  1st,  1905. 
$4,000  Series  2,  Numbers  5  to  8  inclusive,  March  1st,  1906. 

$4,000  Series  20,  Numbers  77  to  80,  inclusive,  March  1,  1915. 

The  said  bonds  shall  in  form  be  as  follows :  ' 

^  United  States   of  America. 

$1,000.  State    of   Pennsylvania.  No 

Coal  Mining  Company. 

Six  Per  Cent.  Gold  Car  Trust  Loan,   1905. 
Total   Issue — $80,000. 

The  Coal  Mining  Company,  for  value  received  acknowl- 
edges itself  indebted  to  the  bearer  hereof  in  the  principal  sum  of  One 
Thousand  Dollars  United  States  gold  coin  of  the  present  standard  of 
weight  and  fineness  and  promises  to  pay  the  said  sum  to  the  bearer  hereof 

on at  the  office  of  the   Trust  Company  in  the 

city  of  Philadelphia,  and  also  to  pay  meanwhile  in  like  gold  coin  at  the 
said  office,  interest  on  the  said  principal  sum  half-yearly  on  the  first  day 
of  September  and  March  in  each  year  at  the  rate  of  6  per  cent,  per  annum 
on  the  presentation  and  surrender  of  the  annexed  coupons  or  interest  war- 
rants and  as  they  severally  become  due,  and  without  deduction  from 
either  principal  or  interest  for  any  United  States  or  State  Tax  whatso- 
ever, which  the  Coal  Company  is  or  may  be  required  by  law  to  retain  there- 
from and  which  it  hereby  agrees  to  pay. 

This  bond  is  one  of  an  issue  of  bonds  of  like  tenor  and  date  but  matur- 
ing at  various  times,  amounting  in  the  aggregate  to  $80,000,  issued  under 
the  terms  of  an  indenture  of  lease  bearing  date  the  24th  day  of  February, 

A.    D.    1905,    between    Trust    Company,    Trustee,    and   the 

Coal   Mining   Company,   and    deposited   with   the   Trustee, 

to  which  said  indenture  reference  is  hereby  made  for  the  provisions  thereof 
and  for  all  the  terms  and  conditions  upon  which  this  bond  is  issued  and 
secured  thereunder.  This  bond  shall  not  become  valid  until  the  certificate 
endorsed  hereon  shall  have  been  signed  by  or  on  behalf  of  the  Trustee 
under  the  said  indenture. 

In    Witness    Whereof    the    Coal    Mining    Company    has 


1994     CORPORATION  FORMS  AND  PRECEDENTS. 

caused  its  corporate  seal  to  be  hereto  aflixed  and  this  bond  to  be  signed  by 
its  President  and  Secretary  the  1st  day  of  March,  in  the  year  1905. 

Coal  Mining  Company 

By  

[Seal]  President. 

Attest :    

Secretary. 
With   coupons   thereunto   attached  for   interest   thereon  to  become  payable 
semi-annually  in  form  as  follows: 

(Coupon.) 
$30 

On   the    1st    day   of    the    Coal    Mining 

Company  will  pay  to  the  bearer  at  the  office  of Trust  Com- 
pany in  the  City  of  Philadelphia,  Thirty  Dollars  in  gold  coin  being  six 
months'  interest  on  its  six  per  cent,  gold  car  trust  bond  No 


Treasurer. 
And  the  form  of  Trustee's  certificate  to  be  placed  upon  each  and  all  of  the 
said  car  trust  bonds  shall  be  as  follows: 

Trust  Company  hereby  certifies  that  this  car  trust  bond 

is  one  of  a  series  amounting  in  the  aggregate  to  Eighty  Thousand  Dollars 

issued  under  the  lease  bearing  date  February  24,  1905,  made  by 

Trust  Company  to  the    Coal  Mining  Company. 

Trust  Company,  Trustee, 

By   

(2)  Until  the  said  car  trust  bonds  can  be  engraved  or  lithographed 
the  Coal  Company  may  execute  and  issue  written  or  printed  temporary 
certificates  or  obligations  in  such  form  or  forms  and  in  such  amounts  as 
may  be  approved  and  be  countersigned  or  certified  by  the  Trustee  and 
which  shall  be  entitled  to  all  the  security  hereunder  and  be  exchangeable 
for  or  convertible  into  the  bonds  to  be  issued  hereunder  and  which  shall 
be  cancelled  by  the  Trustee  upon  such  exchange  or  conversion  being 
effected. 

(3)  Car  trust  bonds  to  the  amount  of  $80,000  shall  be  forthwith  certi- 
fied or  countersigned  and  delivered  on  the  written  order  of  the  President 
or  Treasurer  of  the  Coal  Company  to  such  person  or  persons  as  may  be 
designated  in  said  order  either  at  one  time  or  from  time  to  timej  provided, 
that  the  Trusteee  shall  before  such  delivery,  first  receive  the  par  value  of 
the  bonds  delivered  in  lawful  money  of  the  United  States  and  that  the 
Coal  Company  in  advance  shall  have  paid  to  the  Trustee  a  rental  in  addi- 
tion to  that  herein  stipulated  of  Seven  Thousand  Dollars  in  lawful  money 
aforesaid. 

(4)  When  the  certificates  or  obligations  are  countersigned  or  certified 
by  the  Trustee  to  the  effect  that  they  are  issued  under  this  indenture,  such 
Trustee's  certificate  shall  be  conclusive  evidence  that  said  certificates  or 
obligations  are  car  trust  bonds  issued  in  accordance  with  and  entitled  to 
the  security  hereof  whatever  the  form  or  denomination  of  such  certificates 
or  obligations  may  be. 

Second.  From  time  to  time  according  to  the  terms  of  the  said  bonds 
during  the  continuance  of  this  lease  the  Coal  Company  shall  deposit  with 
the  Trustee  for  the  purpose  of  enabling  the  Trustee  to  make  payment  of 


CAR  TRUSTS— ROLLING  STOCK  ACRHKMHNTS.      1995 

the  maturing  coupons  on  the  bonds  hereinbefore  descrilied  a  stun  of  money 
in  gold  coin  of  the  United  States  of  the  present  standard  of  weight  and 
fineness,  equal  to  the  amounrs  of  the  said  coupons  without  deduction  for 
any  Unite<l  States  or  State  Tax  whatsoever,  which  the  Coal  Company  is 
or  may  bo  liable  by  law  to  retain  therefrom  and  which  it  may  in  the 
said  bonds  agree  to  pay,  which  amounts  as  so  deposited  shall  be  applied 
l)y  the  Trustee  to  the  payment  of  the  said  coupons. 

Third.  The  Coal  Company  shall  and  will  deposit  with  the  Ttustee  in 
proportionate  quarterly  payments  beginning  May  25,  1905,  and  thereafter 
on  the  25th  day  of  August,  November,  February  and  May  in  each  year 
prior  to  the  date  on  which  the  respective  tAventy  series  of  bonds  herein- 
before described  shall  mature  and  become  payal)le  further  sums  of  money 
in  lawful  gold  coin  of  the  United  States  of  the  present  standard  of  weight 
and  fineness  equal  to  the  amounts  of  the  said  respective  series  as  they 
mature  and  become  payable  and  for  the  purpose  of  enabling  the  Trustee 
to  pay  the  same,  which  amounts  shall  be  so  applied  by  the  Trustee. 

Fourth,  The  Coal  Company  doth  also  covenant  and  agree  with  the 
Trustee  to  pay  all  taxes  which  may  be  imposed  by  lawful  authority  upon 
the  railroad  equipment  and  rolling  stock  hereby  leased  and  also  to  keep 
and  maintain  the  said  railroad  equipment  and  rolling  stock  in  good  order 
and  repair  in  accordance  with  the  rules  of  the  Master  Car  Builders'  Asso- 
ciation adopted  June,  1893,  and  any  modifications  thereof  since  adopted 
or  hereafter  to  be  adopted,  and  from  time  to  time  as  any  portion  of  the 
said  railroad  equipment  and  rolling  stock  is  destroyed  or  injured  or  worn 
out  by  use,  to  replace  the  same  with  equipment  of  like  character  and  equal 
value  so  that  at  all  times  the  equipment  and  rolling  stock  hereby  leased 
shall  be  maintained  in  substantially  as  good  condition  as  it  was  at  the 
time  of  its  delivery  to  the  Coal  Company. 

Fifth.  The  Coal  Company  hereby  also  covenants  to  keep  the  said 
equipment    plainly    marked    upon    both    sides    thereof    with    the    name    of 

" Trust  Company,  Trustee,  Owner,"  and  of  the  " 

Coal  Mining  Company,  Lessee ; "  to  cause  this  indenture  of  lease 

to  be  duly  recorded  and  to  do  such  other  acts  as  may  be  necessary  or 
proper  for  the  full  protection  of  the  property  of  the  lessor  and  its  rights 
hereunder. 

Sixth.  The  Coal  Company  shall  and  will  furnish  to  the  Trustee  at 
least  once  in  each  year  during  the  continuance  of  this  lease  an  accurate 
statement  of  the  said  leased  cars  in  actual  service  with  the  number  and 
description  of  such  as  may  have  been  destroyed  and  of  such  as  may  have 
been  substituted  for  those  destroyed  during  the  preceding  year  and  so  far 
as  may  be  practicable,  of  the  number  repaired  during  the  preceding  year 
and  the  number  then  undergoing  repair.  The  Trustee  shall  have  the  right 
to  inspect  the  said  railroad  equipment  and  rolling  stock  at  least  once  a 
year  during  the  continuance  of  this  lease  by  any  agent  to  be  appointed  by 
the  Trustee  and  the  Coal  Company  shall  furnish  to  the  said  agent  his 
necessary  transportation  and  pay  all  his  necessary  expenses  in  making  the 
said  inspection  within  reasonable  and  proper  limits  and  shall  pay  his 
reasonable  charges  for  his  services  in  so  doing. 

Seventh.  In  case  the  Coal  Company  shall  at  any  time  make  default 
in  the  payment  either  of  the  principal  or  interest  of  the  car  trust  bonds 
hereinbefore  recited  as  the  same  shall  become  due  and  payable  or  in  the 


1996    CORPORATION  FORMS  AND  PRECEDENTS. 

performance  of  any  of  its  covenants  herein  contained  and  such  default 
shall  continue  for  the  period  of  thirty  days  after  due  demand  has  been 
made  for  payment  or  the  performance  of  such  covenants,  then  the  prin- 
cipal of  the  said  car  trust  bonds  shall  at  once  become  due  and  payable 
anything  herein  contained  to  the  contrary  notwithstanding,  and  it  shall 
be  lawful  for  the  Trustee  forthwith  to  enter  upon  and  take  possession  of 
all  the  equipment  hereby  leased  including  all  substitutes  under  Article  IV, 
or  to  require  the  Coal  Company  to  forthwith  deliver  the  said  equipment 
to  it  at  any  convenient  point  or  points,  which  the  said  Trustee  may  select, 
and  the  said  Coal  Company  does  hereby  covenant  and  agree  upon  demand 
being  made  by  the  said  Trustee  for  the  delivery  of  the  said  equipment  in 
pursuance  of  the  provisions  of  this  Article,  forthwith  to  deliver  to  the 
said  Trustee  or  its  authorized  agent  all  the  said  equipment  at  such  point 
or  points  as  the  Trustee  may  name. 

Eighth.  In  case  the  said  Trustee  shall  take  possession  of  the  said 
equipment  upon  default  in  pursuance  of  the  provisions  hereof,  the  said 
Trustee  shall  hold  the  same  for  the  security  and  benefit  of  the  holders  of 
the  car  trust  bonds  issued  by  the  Coal  Company  in  pursuance  of  the  pro- 
visions of  this  agreement  and  it  shall  be  lawful  for  the  Trustee  having 
taken  possession  as  aforesaid,  to  make  sale  of  said  equipment  at  public  or 
private  sale  in  one  lot  or  in  separate  portions  as  the  said  Trustee  shall 
deem  best  after  reasonable  public  notice  and  to  make  delivery  thereof  with- 
out any  responsibility  on  the  part  of  the  purchaser  or  purchasers  of  the 
same  to  see  to  the  application  of  the  purchase  money  and  at  such  sale 
the  Trustee  or  the  holder  or  holders  of  any  bonds  secured  may  become 
the  purchaser  free  from  any  claim  of  the  Coal  Company  thereto  or  therein 
and  the  proceeds  of  such  sale  after  payment  of  the  necessary  expenses  of 
the  Trustee  in  the  premises  and  a  reasonable  compensation  to  the  Trustee 
shall  be  applied  by  the  Trustee  to  the  payment  pro  rata  of  the  principal 
and  interest  of  the  car  trust  bonds  of  the  Coal  Company  issued  hereunder 
and  hereby  secured. 

Ninth.  It  is  further  covenanted  and  agreed  and  the  trusts  created 
by  this  instrument  are  accepted  on  the  express  conditions  that  the  Trustee 
shall  not  incur  any  liability  or  responsibility  whatever  for  any  destruc- 
tion, deterioration,  injury  or  damages  which  may  be  done  or  occur  to  any 
of  the  equipment  hereby  leased  or  intended  so  to  be,  nor  shall  the  Trustee 
be  responsible  for  any  matter  or  thing  connected  with  the  Trust  hereby 
created  except  for  the  wilful  and  intentional  breach  of  its  duties  here- 
under and  the  Trustee  shall  not  be  required  or  obliged  to  take  any  action 
under  this  lease  which  will  involve  the  expenditures  of  money  by  it  or 
the  incurring  by  it  of  legal  liability  for  the  expenditure  of  money  for  the 
enforcement  of  the  terms  and  provisions  hereof  unless  it  shall  have  been 
first  previously  indemnified  against  all  its  costs,  charges  and  expenses  to 
be  incurred  by  reason  of  any  such  action  and  also  indemnified  as  to  its 
compensation  therefor;  such  indemnity  to  be  by  deposit  of  a  sum  suffi- 
cient to  cover  all  the  aforesaid  charges  or  by  security  satisfactory  to  the 
Trustee,  and  in  case  the  Trustee  shall  come  into  possession  of  the  said 
leased  equipment  the  Trustee  shall  be  authorized  to  pay  such  reasonable 
compensation  as  it  may  deem  proper  to  all  attorneys,  servants  and  agents 
whom  it  may  reasonably  employ  in  the  management  of  the  trust.  The 
Trustee  shall  be  entitled  to  and  shall  have  just  compensation  for  all  services 


CAR  TRUSTS— ROLLING  STOCK  AGREEMENTS.     1997 

which  it  may  rendi-r  iu  connection  with  the  trust,  to  be  |iai"l  by  the  Coal 
Company. 

Tenth.  The  Trustee  may  be  removed  at  any  time  by  an  instrument  in 
writing  subscribed  by  a  majority  in  interest  of  the  hoMers  of  the  bonds 
hereby  secured  and  then  outstanding  and  with  the  written  assent  of  the 
Coal  Company  and  in  case  the  Trustee  shouM  be  removed  as  herein  pro- 
vided or  by  a  court  of  competent  jurisdiction  or  should  resign  or  the 
Trusteeship  should  in  any  way  become  vacant  a  majority  in  amount  of  the 
bondholders  shall  have  the  right  and  power  by  an  instrument  in  writing 
subscribed  to  by  them  with  the  assent  of  the  Coal  Company  to  appoint  a 
new  trustee  to  fill  such  vacancy. 

In  case  a  vacancy  occurs  which  shall  not  lie  filled  in  the  manner  herein- 
before provided  for  a  period  of  three  months  after  such  vacancy  occurs, 
it  shall  lie  lawful  for  any  party  in  interest  to  apply  to  any  court  of  com- 
petent jurisdiction  to  fill  the  vacancy. 

Eleventh.  If  the  Coal  Company  shall  well  and  truly  pay  the  sums  of 
money  hereinbefore  reserved  to  be  paid  according  to  the  terms  and  condi- 
tions of  this  lease  and  shall  keep  all  the  covenants  by  it  in  this  indenture 
covenanted  to  be  kept  and  performed  according  to  the  true  intent  and 
meaning  hereof  then  and  in  that  case  upon  the  first  day  of  March,  A.  D. 
1915,  the  Trustee  hereby  covenants  with  the  Coal  Company  to  grant  and 
convey  to  the  Coal  Company,  in  consideration  of  the  sum  of  One  Dollar 
to  be  paid  to  it  by  the  Coal  Company,  all  of  the  equipment  hereby  leased 
or  that  may  then  be  subject  to  the  terms  of  this  lease  and  upon  payment 
of  all  other  amounts  properly  due  hereunder,  and  provided  that  the  Trus- 
tee shall  then  and  at  that  time  be  under  no  liability  touching  the  matters 
and  things  herein  contained  but  shall  have  been  fully  released  and  dis- 
charged therefrom,  and  thereupon  the  bonds  aforesaid  shall  be  cancelled 
by  the  Trustee  and  delivered  after  such  cancellation  to  the  Coal  Company 
or  at  the  option  of  the  Coal  Company  the  Trustee  shall  effectually  destroy 
said  bonds  and  deliver  to  the  Coal  Company  a  certificate  satisfactory  to 
the  Coal  Company  of  the  fact  of  such  destruction. 

In  Witness  Whereof,  said   Trust  Company  and  the  said 

Coal  Mining  Company  have  caused   this   indenture   to   be 

signed  in  their  respective  names  by  their  respective  Presidents  or  Vice- 
Presidents  and  sealed  with  their  respective  corporate  seals,  attested  by 
their  respective  Secretaries,  the  day  and  year  first  above  written. 

Trust    Company, 

By   ". 

[Seal]  President. 

Attest :    

Secretary. 

Coal   Mining  Company, 

By   .' . 

[Seal]  President. 

Attest :    

Secretary. 
(Add   acknowledgments   for  both   parties.) 

See  generally  as  to  car  trusts,  Cook  on  Corporations,  §  855. 

See  Forms  2161-2165,  supra,  and  notes  thereunder. 


1998     CORPORATION  FORMS  AND  PRECEDENTS. 

Form  2167. 

AGREEMENT  FOR  CONDITIONAL  SALE  OF  ROLLING 

STOCK. 

Tliis  agreement  made  at  the  city  of  New  York  in  tlie  state  of  New 
York,  this  14th  day  of  August,  1909,  between  the  American  Car  &  Foun- 
dry Company,  a  corporation  organized  under  the  laws  of  the  State  of  New 
Jersey,  having  one  of  its  offices  and  places  of  business  in  the  city  of  New 
York,  in  the  State  of  New  York,  hereinafter  called  "Vendor,"  and  the 
Cherokee  Construction  Company,  a  corporation  organized  under  the  laws 
of  the  State  of  Oklahoma  and  having  its  chief  office  and  place  of  business 
in  the  city  of  Philadelphia,  in  the  State  of  Pennsylvania,  hereinafter 
called  "Vendee,"  witnesseth:  That  said  vendor  hereby  agrees  to  sell 
to  said  vendee,  and  the  said  vendee  hereby  agrees,  to  purchase  from  the 
said  vendor  the  following  railroad  equipment  and  rolling  stock  to  be 
built  by  said  vendor:  One  hundred  (100)  ten  thousand  (10,000)  gallon 
forty  ton  capacity  tank  cars,  as  per  specifications  numbered  3976,  sub- 
ject to  inspection  and  approval  by  said  vendee  or  its  authorized  agent 
at  the  works  of  said  vendor  in  the  city  of  Milton,  Pa.,  to-wit:  One  hun- 
dred (100)  ten  thousand  (10,000)  gallons  forty  tons  capacity,  tank  cars, 
lettered  "Midland  Valley  Trunk  Line,"  and  numbered  8000  to  8099  in- 
^lusive;  the  said  tank  cars  to  be  delivered  to  said  vendee  at  the  works 
of  said  vendor  at  Milton,  Pa.,  during  the  months  of  September  and  Octo- 
ber next  hereafter,  subject  to  delays  on  account  of  accidents,  labor  strikes, 
fires  or  any  other  cause  beyond  the  control  of  the  said  vendor,  and  for  which 
said  vendor  shall  not  in  any  manner  or  to  any  extent  be  liable.  Said 
sale  and  purchase  to  be  in  respect  to  each  of  said  cars  for  the  period 
of  forty-eight  (48)  months  from  the  average  date  of  delivery  of  said 
ears,  subject,  however,  to  the  provisions  and  conditions  hereinafter  con- 
tained. 

1,  Said  vendee  shall  keep  an  inspector  at  said  works  of  said  vendor 
during  the  construction  of  said  cars  to  inspect  the  same,  and  when  the 
said  cars  are  completed  said  inspector  shall  file  a  certificate  that  the  same 
have  been  so  inspected  and  accepted  by  him  and  such  certificate  shall  be 
final  and  conclusive  evidence  that  said  cars  are  built  in  accordance  with 
this  contract. 

2.  The  purchase  price  of  said  cars  to  be  paid  by  said  vendee,  is  as 
follows,  to-wit:  A  cash  payment  of  Fifteen  thousand,  nine  hundred  dollars 
($15,900)  in  gold  coin  of  the  United  States  of  America,  of  or  equivalent 
to  the  present  standard  of  weight  and  fineness,  to  be  made  on  delivery 
of  cars,  which  said  cash  payment  shall  be  made  by  sight  drafts  by  said 
vendor  on  said  vendee  or  on  such  party  or  parties  as  may  be  designated 
and  agreed  upon  by  said  vendor  and  said  vendee,  and  in  addition  to  said 
cash  payment  and  upon  delivery  of  all  cars  said  vendee  agrees  to  execute 
and  deliver  its  negotiable  promissory  notes  to  said  vendor,  payable  to  the 
order  of  said  vendor,  each  of  said  notes  for  the  sum  of  Six  thousand  three 
hundred  and  seventy-five  and  93/100  dollars  ($6,375.93),  and  payable  in 
gold  coin  of  the  United  States  of  America  of  or  equivalent  to  the  present 
standard  of  weight  and  fineness,  bearing  date  of  the  average  delivery  of 
said   cars   and   payable   upon   the   corresponding   day   of   each   consecutive 


CAR  TRUSTS— ROLLING  STOCK  AGREEMENTS.     1999 

month  thereafter,  for  the  whole  of  the  purchase  price,  as  herein  stipulated 
and  provided  in  excess  of  said  cash  payment,  the  total  sum  of  said  notes 
being  One  hundred  and  two  thousand  and  fourteen  and  88/100  dollars 
($102,014.88). 

3.  The  possession  of  the  rolling  stock  and  equipment  aforesaid  or  any 
part  thereof  by  tiio  vendee  or  its  assigns  under  this  agreement  shall  not 
be  construed,  claimoil,  or  hold  to  be  eviilence  of  ownership  in  said  vendee, 
but  on  the  contrary,  it  is  hereby  expressly  stipulated  and  agreed  that  the 
title  and  ownership  of  said  i>roperty  shall  remain  in  the  vendor,  its  suc- 
cessors or  assigns,  until  all  of  said  notes  have  been  fully  paid  and  all  the 
obligations  herein  imposed  upon  said  vendee  have  been  fully  discharged. 

4.  In  case  default  is  made  in  the  payment  as  and  when  due,  of  any 
one  or  more  of  said  notes,  or  in  case  of  default  by  said  vendee,  its  suc- 
cessors or  assigns  in  the  discharge  of  any  obligation  herein  upon  said 
vendee  imposed,  the  right  of  the  vendee  to  the  jjossossion  or  control  of 
any  of  said  ears  and  to  receive  or  collect  any  mileage  earnings  due  or  to 
become  due  thereon,  shall  at  once  cease  and  determine  and  said  vendee 
shall  at  its  own  cost  and  expense,  upon  the  demand  of  said  vendor,  de- 
liver each  and  every  of  said  cars  to  said  vendee  at  such  place  or  places 
as  said  vendor  may  direct,  and  in  such  event  said  vendor,  its  successors 
or  assigns  shall  have  the  right  at  its  or  their  option,  by  its  or  their 
agents,  employees  or  attorneys,  to  take  immediate  and  exclusive  posses- 
sion of  and  remove  any  or  all  of  said  cars  which  may  have  been  delivered 
to  said  vendee  herein,  and  for  that  pftrpose  may  pursue  each  and  every 
of  said  cars  wherever  same  may  be  found,  and  may  for  that  purpose  enter 
upon  the  lot  or  premises  of  said  vendee,  its  successors  or  assigns,  and  the 
said  vendee,  for  itself,  its  successors  and  assigns,  hereby  agrees  to  fur- 
nish to  the  vendor,  its  successors  or  assigns,  all  the  facilities  and  assist- 
ance in  the  recovery  of  said  cars  which  said  vendor  may  require,  and 
said  vendor  shall  have  the  right  to  sell  said  cars  at  public  or  private 
sale,  with  or  without  notice,  as  it  may  elect,  in  one  or  more  lots,  at  such 
price  or  prices,  and  on  such  terms  as  it  may  deem  advisable,  and  at  such 
sale  the  vendor  may,  if  it  so  elect,  become  the  purchaser  of  said  cars. 
And  in  case  of  such  default  as  aforesaid,  all  mileage  earnings  of  said 
ears  and  each  of  them,  which  at  the  date  of  such  default  may  be  due  or 
which  shall  thereafter  become  due  shall  thereupon  be  and  become  payable 
to  the  vendor,  and  shall  be  applied  to  the  payment  of  any  other  indebted- 
ness due  hereunder  from  said  vendee  to  said  vendor.  Upon  such  default 
said  vendee  shall  forthwith  notify  the  parties  from  whom  such  mileage 
earnings  are  due  or  to  become  due,  to  pay  the  same  to  said  vendor,  but 
such  notice  shall  not  be  necessary  in  order  to  enable  the  vendor  to  collect 
or  receive  such  earnings  in  case  of  such  default. 

And  to  facilitate  the  vendor  in  the  event  of  such  default  in  securing 
possession  of  said  cars  and  the  payment  to  it  of  said  mileage  earnings, 
said  vendee  hereby  appoints  irrevocably  said  vendor  its  agent  and  attorney 
in  fact  and  hereby  authorizes  said  vendor  as  such  agent  and  attorney  in 
fact  of  the  said  vendee  and  in  the  name  of  the  vendee  to  give  such  in- 
structions and  directions,  verlial  or  written,  as  in  the  judgment  of  the 
vendor,  may  be  desirable  and  necessary  to  enable  the  vendor  to  obtain  pos- 
session of  said  cars  and  the  payment  of  such  mileage'  earnings.  The 
remedies  herein  granted  in  favor  of  the  vendor  shall  not  be  deemed  exclu- 


2000    CORPORATION  FORMS  AND  PRECEDENTS. 

sive,  but  shall  be  deemed  cumulative  and  in  addition  to  any  and  all  other 
remedies  existing  at  law  or  in  equity  upon  the  part  of  said  vendor. 

5.  In  the  event  of  a  sale  made  by  said  vendor  as  hereinafter  provided, 
by  reason  of  the  default  of  said  vendee  it  is  hereby  expressly  stipulated 
and  agreed  that  it  shall  not  be  necessary  to  have  present  at  such  place 
or  places  where  such  sale  or  sales  may  be  made,  said  cars  or  any  one  of 
said  cars,  and  should  said  vendor  become  the  purchaser  at  any  such  sale 
or  sales,  in  lieu  of  paying  in  cash  the  purchase  price  bid,  the  vendor  may 
apply  the  amount  of  such  bid  or  bids  as  a  credit  upon  said  notes  or  any 
of  them  due  from  said  vendee  to  said  vendor  under  the  terms  of  this 
agreement. 

6.  In  the  event  of  a  sale  made  as  herein  provided,  the  proceeds  thereof 
shall  be  applied  as  follows:  (a)  to  the  payment  of  the  costs  and  ex- 
penses of  the  recovery,  transportation,  custody,  and  disposition  of  said 
cars  with  all  charges  incidental  thereto;  (b)  to  the  payment  of  any 
balance  that  may  be  then  due  and  owing  upon  said  notes  or  any  of  them 
or  other  indebtedness  from  the  vendee  arising  hereunder,  it  being  ex- 
pressly agreed  that  in  the  event  default  shall  be  made  in  the  payment 
of  any  one  of  said  notes  or  of  any  indebtedness  from  the  vendee  to  the 
vendor  arising  hereunder  then  and  in  such  event  each  and  every  of  said 
notes  shall  thereupon  become  due  and  payable  whether  due  and  payable 
on  its  face  or  not;  (c)  if  the  proceeds  of  such  sale  shall  be  more  than 
sufficient  to  fully  pay  each  and  every  oi  said  notes  and  interest  thereon 
and  all  other  indebtedness  due  hereunder  from  said  vendee  to  said  vendor 
and  all  costs  and  expenses  then  the  surplus  shall  be  paid  to  said  vendee, 
but  if  there  should  be  a  deficit  then  said  vendee  shall  pay  such  deficit 
upon  the  demand  of  the  vendor. 

7.  Said  cars  shall  be  insured  against  fire  by  said  vendor  at  its  option 
and  for  its  benefit  and  all  insurance  premiums  shall  be  paid  by  said 
vendee,  and  said  vendee  shall  at  its  own  expense,  replace  any  and  all  cars 
destroyed  by  fire  or  otherwise,  and  shall  receive  from  the  vendor  the 
amount  of  money  collected  from  the  insurance  company  on  such  loss,  pro- 
vided, at  the  time  of  such  loss  said  vendee  is  not  in  default  in  the  dis- 
charge of  any  obligations  herein  upon  it  imposed  and  any  sum  or  sums 
payable  or  arising  out  of  the  destruction  or  injury  to  any  of  said  cars  shall 
at  the  option  of  said  vendor  be  payable  to  it. 

8.  Said  vendee  shall  keep  each  and  every  of  said  cars  in  good  order 
and  repair  subject  to  the  inspection  and  approval  of  said  vendor  and 
said  vendor  shall  have  the  right  to  inspect  said  cars  once  in  every  year 
during  the  continuance  of  this  agreement  or  oftener  if  it  desires  so  to  do, 
by  any  person  or  agent  to  be  appointed  by  it,  after  notice  to  said  vendee, 
and  said  vendee  shall  provide  a  suitable  place  with  suitable  facilities  for 
such  inspection  and  shall  furnish  free  transportation  over  its  lines  to  such 
person  or  agent  making  such  inspection. 

9.  Said  vendee  shall  pay  all  taxes,  licenses  and  charges  of  any  and 
every  nature  and  kind  whatsoever  that  may  at  any  time  be  levied,  rated, 
assessed,  charged,  or  be  or  become  payable  on  said  cars.  And  any  failure 
to  so  repair  said  cars  or  to  pay  said  taxes,  levies,  rates,  or  charges  or 
said  insurance  premiums  or  to  replace  cars  destroyed  or  repair  cars  in- 
jured or  perform  any  obligations  on  the  vendee  herein  imposed  shall  be 
deepied  and  held   to  be   a  default   upon   the  part  of   said   vendee,   which 


CAR  TRUSTS— ROLLING  STOCK  AGREEMENTS.     2001 

default  shall  entitle  the  vendor  to  all  mileage  earnings  due  or  to  become 
due  upon  each  and  every  of  said  cars  and  to  take  immediate  possession 
of  said  cars  and  to  sell  the  same  in  the  manner  hereinbefore  provided. 

10.  Iron  ownership  plates  shall  be  securely  fastened  to  each  side  of 
each  of  said  cars  by  said  vendee  with  the  name  of  the  vendor  thereon 
followed  by  the  word  "Owner,"  so  as  to  conform  with  the  requirements 
of  law  and  for  the  purpose  of  making  the  ownership  publicly  known. 
Said  i)Iate3  shall  be  maintained  on  said  cars  by  said  vendee  at  its  own 
expense  until  all  the  conditions  of  this  contract  have  been  fulfilled.  In 
case  such  plates  shall  be  removed  or  destroyed  the  vendee  shall  imme- 
diately replace  the  same  and  said  vendee  shall  do  such  other  and  further 
acts  and  things  as  the  vendor  shall  deem  necessary  for  the  full  and  com- 
plete protection  of  its  rights  as  owner  of  said  cars;  said  vendee  shall  not 
place  or  suffer  to  be  placed  on  any  of  said  cars  any  marks,  signs  or  words 
which  shall  declare  the  title  to  or  ownership  of  said  cars  in  any  person, 
firm  or  c()r{)oration  other  than  said  vendor. 

11.  (Said  vendee  shall  assist  said  vendor  in  the  proper  filing  and  record- 
ing of  this  agreement  wherever  in  the  opinion  of  the  vendor,  it  may  be 
necessary  to  record  or  file  the  same  for  the  purpose  of  further  securing 
the  said  vendor  in  the  ownership  of  said  cars  until  all  payments  herein  pro- 
vided to  be  made  have  been  made,  and  said  vendee  shall  reimburse  said 
vendor  for  any  and  all  expense  incurred  in  the  execution,  acknowledgment, 
stamping,  filing  and  recording  of  this  agreement  and  in  the  stamping  of 
said  notes. 

12.  No  change  or  modification  of  this  agreement  shall  be  made  which 
shall  in  any  respect  or  to  any  extent  diminish  the  total  sum  due  here- 
under as  purchase  price  of  said  cars  or  otherwise  and  no  modification  or 
change  shall  be  made  which  shall  in  any  manner  or  to  any  extent  change 
or  affect  the  title  to  or  ownership  of  the  equipment  and  rolling  stock 
herein  referred  to  until  said  notes  and  all  sums  due  by  the  vendee  here- 
under as  purchase  price  of  said  cars  or  otherwise  under  any  agreement 
changing  or  modifying  this  agreement  shall  have  been  fully  paid. 

13.  In  the  event  of  the  transfer  or  assignment  by  the  vendor  of  this 
agreement  or  of  any  of  said  notes  and  default  thereafter  in  the  pajnnent 
of  said  notes,  said  vendor  may  if  it  so  elect  take  up,  acquire  or  pay  said 
notes  or  any  part  thereof,  but  in  such  case,  notes  so  taken  up,  acquired  or 
paid  shall  not  bo  considered  as  paid  and  the  holder  thereof  shall  have  as 
security  for  the  payment  of  said  notes  the  full  protection  and  benefit  of 
this  agreement. 

14.  Said  vendor  hereby  covenants  and  agrees  for  itself,  its  successors 
and  assigns,  to  pay  promptly  as  and  when  due  each  and  every  of  said 
notes  and  to  faithfully  discharge  and  perform  each  and  every  agreement 
and  undertaking  on  behalf  of  said  vendee  herein  contained. 

15.  If  and  when  said  vendee  shall  have  faithfully  performed  each  and 
every,  all  and  singular  the  stipulations,  terms  and  conditions  of  this  agree- 
ment upon  it  imposed  and  paid  said  notes  as  and  when  they  mature  in 
manner  and  form  as  herein  provided  and  without  default  then  and  there- 
upon the  vendor  shall  u]ion  payment  to  it  of  the  sum  of  one  dollar,  convey 
said  rolling  stock  and  equipment  to  said  vendee  by  proper  bill  of  sale  at 
the  cost  and  expense  of  said  vendee. 

16.  Said   vendor  shall  have  full   power   and   authority  to  sell,  transfer, 


2002     CORPORATION  FORMS  AND  PRECEDENTS. 

pledge  or  assign  the  whole  or  any  portion  of  said  notes  and  these  presents 
shall  continue  and  remain  as  security  for  any  notes  so  sold,  transferred, 
pledged  or  assigned;  and  said  vendor  may  assign,  transfer  or  pledge 
this  agreement  and  all  rights,  powers,  privileges  and  remedies  hereunder 
at  any  time  and  from  time  to  time  and  on  such  terms  and  conditions  as 
it  may  deem  proper.  But  in  the  event  of  the  sale  or  transfer,  assignment, 
or  pledge,  of  said  notes  or  of  either  of  them  or  of  this  agreement,  the 
rights,  powers,  privileges  and  remedies  herein  given  to  said  vendor  in  case 
of  default  by  said  vendee  in  the  performance  of  any  of  the  covenants  or 
stipulations  herein  shall  also  still  remain  in  the  said  vendor  to  be  exercised 
(as  deemed  best  by  said  vendor  as  the  trustee  of  an  express  trust),  for 
the  use  and  benefit  of  all  parties  in  interest. 

17.  In  the  event  said  vendee  shall  at  any  time  sell,  transfer,  or  pledge 
its  interest  in  said  railroad  equipment  and  rolling  stock  or  any  part 
thereof,  this  agreement  shall  inure  to  the  benefit  of  such  purchaser,  as- 
signee, or  pledgee  with  all  the  force  and  effect  as  though  the  same  had 
been  originally  made  by  and  between  such  purchaser,  assignee,  or  pledgee, 
and  said  vendor. 

18.  This  agreement  shall  be  binding  upon  the  parties  hereto  and  upon 
their  respective  successors  and  assigns  and  wherever  the  terms  ' '  vendor ' ' 
and  "vendee"  are  in  this  instrument  used  they  shall  be  construed  to 
cover  the  respective  successors  and  assigns  of  said  vendor  and  said  vendee. 

In  Witness  Whereof,  the  said  American  Car  &  Foundry  Company,  and 
said  Cherokee  Construction  Company  have  caused  this  instrument  to  be 
executed  in  triplicate  by  their  duly  authorized  officers  and  their  respective 
corporate  seals  to  be  hereunto  affixed  this  27th  day  of  September,  1909, 

American  Car  &   Foundry  Company, 

[Seal]  *  By   , 

Attest :     President. 

Secretary.  Cherokee    Construction    Company, 

[Seal]  By   , 

Attest :     ^ President. 

Secretary. 
(Add  proper  acknowledgments  for  each  party.) 
See  Forms  21G1-2166,  supra,  and  notes  thereunder. 

Form  2168. 

RELEASE  OF  ROLLING  STOCK  FROM  CAR  TRUST 
AGREEMENT. 

Whereas,  by  indenture  bearing  date  the  21st  day  of  June,  1900,  and 
recorded  on  the  26th  day  of  June,  1900,  in  the  office  for  the  recording  of 
deeds,  etc.,  in  and  for  the  county  of  Dauphin,  in  Miscellaneous  Book  G, 
Vol.  2,  page  410,  etc.,  and  recorded  on  the  6th  day  of  July,  1900,  in  the 
office  of  the  recorder  of  deeds  of  the  county  of  Philadelphia  in  Mortgage 
Book  J.  V.  No.  187,  page  186,  etc.,  The  Girard  Trust  Company,  a  Pennsyl- 
vania Corporation,  as  trustee,  did,  for  the  consideration  in  said  indenture 
expressed,  demise  and  lease  to  The  Pennsylvania  Steel  Company,  a  Penn- 
sylvania Corporation,  the  railroad  equipment  and  rolling  stock  in  said 
indenture  mentioned,  to-wit :  Three  hundred  (300)  gondola  coal  cars  each 
of   80,000   pounds   capacity   and   numbered   from    1000   to    1299   inclusive,, 


CAR  TRUSTS— ROLLING  STOCK  AGREEMENTS.     2003 

marked  "The  I'eunsylvauia  Steel  Coinijany 's  Car  Trust,  Girard  Trust 
Company,  Lessor  and  Trustee,"  and  any  railroad  equipment  or  rolling 
stock  subsequently  substituted  therefor  or  any  portion  thereof  as  more 
particularly  described  in  said  indenture,  to  have  and  to  hold  the  said 
railroad  equipment  and  rolling  stock  so  as  aforesaid  leased  for  the  term 
and  upon  the  condition?  covenants  and  reutiJ  as  also  in  said  indenture 
exi)resse(l,  and 

Whereas,  by  the  12th  clause  of  the  said  indenture  it  was  stipulated  that 
if  The  Ponnsylvaiiia  Steel  Company  sliouM  well  and  truly  pay  the  sums  of 
money  in -said  indenture  reserved  to  be  paid  according  to  the  terms  and  con- 
ditions of  the  said  indenture  and  should  keep  all  the  covenants  by  it  in  the 
said  indenture  covenanted  to  be  performed,  according  to  the  true  intent  and 
meaning  thereof  and  upon  payment  of  all  other  amounts  properly  due  there- 
under, in  that  case  and  at  the  time  in  the  said  indenture  mentioned  Girard 
Trust  Company,  Trustee,  covenanted  to  sell,  assigp,  transfer,  and  set 
over  to  the  said  The  Pennsylvania  Steel  Company,  in  consideration  of  the 
sum  of  One  Dollar  then  to  be  paid  to  it  by  the  said  The  Pennsylvania 
Steel  Company,  all  the  railroad  equii>ment  and  rolling  stock  in  the  said 
indenture  of  lease  mentioned  or  that  might  at  that  time  be  subject  to  the 
terms  of  the  said  lease,  provided,  however,  that  said  Girard  Trust  Com- 
pany should  be  under  no  liability  touching  the  matters  and  things  in  the 
said  indenture  contained  and  should  be  fully  released  and  discharged 
therefrom,  and  furthermore  that  upon  an  accomplishment  of  the  matters 
and  things  in  the  said  indenture  mentioned,  the  said  railroad  equipment 
and  rolling  stock  should  become  the  absolute  property  of  the  Said  The 
Pennsylvania  Steel  Company  and  the  Trustee,  to-wit:  Girard  Trust  Com- 
pany should  thereafter  have  no  further  control  over  or  interest  in  the 
same,  the  full  payment  or  equivalent  for  the  same  being  made  by  the 
payment  of  the  rental  and  the  several  sums  designated  to  be  paid  in  the 
said  indenture,  and  furthermore  that  the  bonds  secured  by  the  said  lease 
should  in  that  case  be  then  cancelled  by  Girard  Trust  Company,  Trustee, 
and  delivered  after  such  cancellation  to  said  The  Pennsylvania  Steel 
Company,  or  at  the  option  of  the  said  The  Pennsylvania  Steel  Company 
said  Girard  Trust  Company  should  effectually  destroy  the  said  bonds  and 
deliver  to  the  said  The  Pennsylvania  Steel  Company  a  certificate  satis- 
factory to  the  said  The  Pennsylvania  Steel  Company  of  the  fact  of  such 
destruction,   and 

Whereas,  The  Pennsylvania  Steel  Company  has  well  and  truly  paid  the 
sum  of  money  reserved  to  be  paid  in  the  said  hereinabove  recited  inden- 
ture according  to  the  true  intent  and  meaning  thereof  and  has  paid  all 
other  amounts  properly  due  under  the  said  indenture,  and  it  has  therefore 
become  entitled  under  the  provisions  of  the  12th  clause  of  the  said  indenture 
to  the  bargain,  sale,  assignment,  transfer,  and  setting  over,  to  it,  the  said 
The  Pennsylvania  Steel  Company,  by  the  Trustee,  to-wit:  Girard  Trust 
Company,  in  consideration  of  the  sum  of  One  Dollar,  of  aU  the  railroad 
equipment  and  rolling  stock  in  said  indenture  leased  or  at  the  time  sub- 
ject to  the  terms  of  the  said  lease  and  to  that  end  in  compliance  with  the 
provisions  of  the  said  12th  clause  of  said  indenture.  The  Pennsylvania 
Steel  Company  fully  hereinafter  releasing  and  discharging  the  said  Girard 
Trust  Company,  Trustee,  from  all  liability  touching  the  matters  and  things 


200i    CORPORATION  FORMS  AND  PRECEDENTS. 

in  the  said  indenture  contained  and  by  virtue  of  the  foregoing,  the  said 
The  Pennsylvania  Steel  Company  has  become  entitled  to  the  absolute 
property  in  and  to  all  of  the  said  railroad  equipment  and  rolling  stock  by 
said  indenture  leased  or  subject  to  the  terms  of  the  said  indenture  and 
the  said  Girard  Trust  Company,  Trustee,  has  ceased  to  have  the  right  to 
any  further  control  over  or  interest  in  the  same,  full  payment  or  its 
equivalent  having  been  made  therefor  by  the  payment  of  the  rent  in  the 
several  sums  in  said  indenture  designated  to  be  paid,  all  of  which  payments 
having  in  fact  been  made  as  stipulated  and  the  said  The  Pennsylvania 
Steel  Company  is  furthermore  entitled  to  have  cancelled  and  delivered  to 
it  the  bonds  secured  by  the  said  indenture ; 

Now  Therefore  Know  All  Men  By  These  Presents:  That  for  and  in 
consideration  of  the  sum  of  One  Dollar  to  it  in  hand  paid,  the  receipt 
whereof  is  hereby  acknowledged,  and  other  good  and  valuable  considera- 
tions, Girard  Trust  Company,  in  said  indenture  called  Trustee,  has  bar- 
gained, sold,  assigned,  transferred,  and  set  over  and  by  these  presents 
does  bargain,  sell,  assign,  transfer,  and  set  over  to  the  said  The  Pennsyl- 
vania Steel  Company,  its  successors  and  assigns,  all  and  singular  the  rail- 
road equipment  and  rolling  stock,  to-wit:  The  three  hundred  Gondola  coal 
cars,  each  of  the  capacity  of  80,000  pounds,  and  numbered  from  1000  to 
1209  inclusive,  and  marked  on  both  sides  "The  Pennsylvania  Steel  Com- 
pany's Car  Trust,  Girard  Trust  Company,  Lessor  and  Trustee,"  or  any 
railroad  equipment  or  rolling  stock  that  may  have  been  substituted  therefor 
and  may  now  be  subject  to  the  terms  of  the  said  indenture,  as  therein 
mentioned  and  expressed,  to  have  and  to  hold  all  and  singular  the  said 
railroad  equipment  and  rolling  stock  and  every  of  them  by  these  pres- 
ents bargained,  sold,  assigned,  transferred,  and  set  over  unto  the  said 
The  Pennsylvania  Steel  Company,  to  its  only  proper  use  and  behalf,  its 
Buccessors  and  assigns  forever,  the  said  Girard  Trust  Company,  hereby 
conveying  and  transferring  the  absolute  property  in  the  said  railroad 
equipment  and  rolling  stock  and  all  its  right,  title  and  interest  of,  in  and 
to  the  same  in  any  manner  howsoever,  to  the  said  The  Pennsylvania  Steel 
Company,  its  successors  and  assigns  absolutely  as  the  sole  and  exclusive 
property  of  the  said  The  Pennsylvania  Steel  Company  free  and  clear  from 
any  limitations,  restrictions,  or  trust  of  any  kind  whatsoever  and  the  said 
Girard  Trust  Company,  Trustee,  as  aforesaid,  has  cancelled  the  bonds 
secured  by  the  said  indenture  and  accompanying  herewith  delivers  the 
same  to  the  said  The  Pennsylvania  Steel  Company,  and  further. 

Know  Ye,  That  said  The  Pennsylvania  Steel  Company,  on  its  part  in 
consideration  of  the  foregoing  bargain,  sale,  assignment,  transfer,  and 
setting  over  to  it  of  the  said  railroad  equipment  and  rolling  stock,  does 
hereby  for  itself,  its  successors  and  assigns,  release  and  forever  discharge 
the  said  Girard  Trust  Company,  its  successors  and  assignf?,  from  any 
liability  touching  the  matters  and  things  and  the  execution  thereof  in  the 
said  indenture  contained. 

In  witness  whereof,  the  said  Girard  Trust  Company  and  the  said  The 
Pennsylvania  Steel  C'ompany  have  caused  these  presents  to  be  signed  by 
their  respective  Presidents  or  Vice-Presidents  and  sealed  with  their  respect' 


CAR  TRUSTS— ROLLING  STOCK  AGREEMENTS.     2005 

ive  corporate  seals,   attested   by   their   respective   Secretaries  the    14th   day 
of  March,  A.  D.   1911. 

[Corporate  Seal.] 

Attest:   E.  S.  Page,  Girard  Trust  Company, 

Secretary.  By  Wm.  N.  Ely,  Vice-President. 

[Corporate  Seal.] 

Attest:  Frank  Feeney,  The  Pennsylvania  Steel  Company, 

Secretary.  By  E.  E.  Fuller,  President. 

(Add   acknowledgments   for   both    corporations.) 

See  Forms  2161-2167,  supra,  and  notes  thereunder 


CHAPTER  XXXIX. 
MISCELLANEOUS  INSTRUMENTS. 

Form  2169. 
RECEIVER'S  BOND— (ILLINOIS  FORM). 

Know   All   Men   By    These   Presents,    That   we,    ,    as 

principal,  and  ,  as  surety,  all  of  the  County  of  Cook, 

and  State  of  Illinois,  are  held  and  firmly  bound  unto  the  People  of  the 

State  of  Illinois,  in  the  sum  of   thousand   dollars,  for  the 

payment  of  which  sum  well  and  truly  to  be  made,  we  and  each  of  us  bind 
ourselves,  jointly  and  severally,  and  our  respective  heirs,  executors  and 
administrators,  firmly  by  these  presents. 

Signed,   sealed   and   dated   the    day   of    , 

19.... 

The  condition  of  the  above  obligation  is  such,  that  whereas  by  an  order 
of  the   Superior  Court  of  Cook   County  sitting  in  Chancery,   made  on   the 

day  of ,  19.  . . .,  in  a  cause  therein  pending, 

wherein  is  complainant,  and  defend- 
ant, it  was  among  other  things  ordered,  that  the  above  bounden 

be   appointed   receiver   of   all   the   proj^erty,   equitable   interests,   things  in 

action,  and  effects  of  the  defendant,    except  such  as  are  by 

law  exempt,  and  that  he  be  vested  with  all  the  rights  and  powers  of  a 
receiver  in  Chancery  upon  his  filing  a  bond  for  the  faithful  performance 

of  his  duties,  in  the  penal  sum  of thousand  dollars,  and 

the  approval  thereof. 

Now   Therefore,   If   the   said    shall   duly   account 

for  what  shall  come  to  his  hands  or  control  as  such  receiver,  and  pay 
and  apply  the  same  from  time  to  time  as  he  may  be  directed  by  said 
Court,  and  obey  such  orders  as  said  Court  may  make  in  relation  to  said 
trust,  and  in  all  respects  faithfully  discharge  the  duties  of  said  trust, 
then  the  above  obligation  to  be  void,  otherwise  to  remain  in  full  force 
and  virtue. 

Approved,  "]        [Seal] 

K.       [Seal] 

I       [Seal] 

See  as  to  bond  of  receiver.  Cook  on  Corporations,  §§  863,  882. 

Form  2170. 
RECEIVER'S  CERTIFICATE. 

Metropolitan   Steamship   Company. 

Eeceivers'  Certificate  of  Indebtedness. 

This  is  to  certify  that  the  undersigned,  William  T.  Cobb,  Calvin  Austin 

and  Abel   I.   Culver,  not   personally  but  in  their  capacity   as   receirers   of 

the  property  of  the  Metropolitan  Steamship  Company,  are  indebted  to  the 

2006 


MISCELLANEOUS  INSTRUMENTS.  2007 

bearer  hereof  in  the  sum  of  ten  thousand  dollars  ($10,000),  payable  six 
(0)  months  from  the  date  hereof,  or  earlier,  at  the  oiitiou  of  the  receivers, 
at  the  office  of  the  City  Trust  Company,  in  the  city  of  Boston,  Massachu- 
setts, together  with  interest  thereon,  until  paid,  at  the  rate  of  six  (6) 
per  cent,  per  annum. 

This  certificate  is  one  of  a  series  of  certificates  of  like  tenor,  but  for 
varying  amounts,  the  aggregate  amount  of  all  certifif-ates  of  this  series 
being  limited  to  thirty-seven  thousand  dollars  ($37,000),  and  is  issued 
under  authority  of  and  by  virtue  of  an  interlocutory  decree  of  the  Circuit 
Court  of  the  United  States  for  the  District  of  Maine,  dated  June  29,  1908, 
made  in  the  consolidated  cause  resulting  from  the  consolidation  of  the 
cause  of  the  Berwind- White  Coal  Mining  Company  v.  Metropolitan  Steam- 
ship Company  with  the  cause  of  American  Trust  Company  v.  Metropolitan 
Steamship  Company  et  al.,  pending  in  said  court;  and  by  the  terms  of 
said  interlocutory  decree,  the  said  certificates  are  declared  to  be  a  debt 
of  the  undersigned  and  their  successors  as  such  receivers,  and  to  constitute 
a  lien  on  the  property  of  the  Metropolitan  Steamship  Company  in  the 
custody  of  such  receivers  upon  the  date  of  said  interlocutory  decree  or 
subsequently  acquired  by  them  or  their  successors.  Said  lien,  however,  to 
be  subordinate  and  inferior  to  the  lien  of  receivers'  certificates  now  out- 
standing to  the  amount  of  $80,000  and  subordinate  and  inferior  to  the 
lien  of  any  mortgages  made  to  the  American  Trust  Company  under  that 
name  or  the  name  of  the  American  Loan  &  Trust  Company,  trustee,  and 
all  bonds  and  coupons  secured  thereby  and  all  charges  and  expenses  of 
the  trustee  thereunder,  and  subordinate  and  inferior  to  any  indebtedness 
of  said  Metropolitan  Steamship  Company  found  by  the  court  to  be  a  lien 
superior  to.  said  mortgages  and  all  bonds  and  coupons  secured  thereby, 
but  said  certificates  to  constitute  a  lien  upon  the  property  aforesaid  prior 
to  the  general  unsecured  indebtedness  of  said  Metropolitan  Steamship 
Company. 

This  certificate  shall  not  become  obligatory  until  countersigned  by  the 
clerk  of  the  United  States  Circuit  Court  for  the  District  of  Maine  as 
registrar. 

In  witness  whereof  the  undersigned  as  such  receivers  have  signed  this 
certificate  this   10th  day  of  July,  A.  D.   1908. 

William  T.  Cobb, 
Calvin   Austin, 
Abel   I.    Culver, 
Eeceivers  Metropolitan  Steamship  Company. 

Countersigned  and  registered   this   10th   day   of  July,  A.   D.   1908. 

James  E.  Hewey, 
Clerk  United  States  Circuit  Court  for  the  District  of  Maine  (L.  S.) 

This  form  of  certificate  is  found  in  the  opinion  of  the  court  in  Berwind- 
White  Coal  Mining  Co.  v.  Metropolitan  S.  S.  Co.,  183  Fed.  250,  where  the 
rights  of  the  certificate  holder  are  considered. 

See  generally  as  to  receiver's  certificates.  Cook  on  Corporations,  §§839, 
876,  877. 


2008     CORPORATION  FORMS  AND  PRECEDENTS. 

Form  2171. 

RECEIVER'S   CERTIFICATE   CONSIDERED   BY  THE 

COURT. 

No.   28.  $.5,000. 

Office  of  the  Receiver  of  the  Chicago,  Clinton  and  Western  Railroad. 

Clinton,   Iowa,  January  20,   1877. 

This  is  to  certify  that  there  is  due  on  July  16,  1877,  to  the  Joliet  Iron 
and  Steel  Company,  or  bearer,  from  Edward  H.  Thayer,  as  receiver  (but 
not  personally),  of  the  Chicago,  Clinton  and  Western  Railroad,  appointed 
by  the  district  court  of  the  state  of  Iowa,  in  and  for  Clinton  county,  five 
thousand  ($5,000)  dollars  with  interest  thereon  from  this  date  at  the  rate 
of  7  per  cent,  per  annum,  on  account  of  indebtedness  incurred  by  said 
receiver.  This  obligation  is  issued  under  and  by  virtue  of  certain  pro- 
visions of  an  order  duly  entered  by  the  district  court  of  Clinton  County, 
Iowa,  on  July  27,  1876,  and  is  one  of  the  series  of  receiver's  certificates 
authorized  to  be  issued  by  such  order,  and  by  virtue  thereof  constitutes  a 
first  lien  upon  the  said  line  of  railroad,  its  appurtenances,  franchises,  and 
income,  being  for  iron  rails  furnished  for  constructing  said  road. 
Payable  at  the  Third  National  Bank,   Chicago,  Illinois. 

Edward  H.  Thayer, 
As  receiver  of  the  Chicago,  Clinton  and  Western  Railroad. 

(The  foregoing  certificate  was  before  the  court  in  Bank  of  Montreal  v. 
Thayer,  7  Fed.  622,  where  one  claiming  to  be  a  bona  fide  holder  of  such 
certificate  sought  to  recover  from  the  receiver  damages  on  account  of  the 
fact  that  he  wrongfully,  fraudulently,  and  falsely  certified  and  represented 
that  the  certificates  were  issued  in  pursuance  of  such  order  of  court,  that 
they  constituted  a  first  lien,  and  that  they  were  given  for  iron  rail  for 
constructing  said  road,  whereas  none  of  such  things  were  true.) 

Form  2172. 

PROOF  IN  BANKRUPTCY  PROCEEDINGS  OF  DEBT  DUE 
CORPORATION. 

In  the  District  Court  of  the  United  States,  for  the District  of 

Division. 


In  the   matter   of  "1  t      t^     , 

In  Bankruptcy. 


"  ■  T5  ■        '        I  No 

Bankrupt. 

United  States  of  America ,  District  of 1 

(   gg  ; 

State  of  ,  f !ounty  of   C 

At    ,    in    said    district    of    ,    on    the 

day  of    ,   A.   D.    19....,  came    ,   of 

in  the  county  of and  State  of ,  and 

made  oath  and  says  that  he  is  i    of  the    , 

a  corporation  incorporated  by  and  under  the  laws  of  the  State  of , 

and  carrying  on   business   at    ,    in   the   county   of    

and  State  of   ,  and  that   he  is  duly  authorized  to  make  this 

1 — If  there   is  a  treasurer,  the  deposition   should  be  made  by  him;   see 
Order  XXI. 


MISCELLANEOUS  INSTRUMENTS.  2009 

proof,  and  says  that    the  said    ,   the  person  -    

whom  a  petition  for  adjudication  of  bankrui)tcy  has  been  filed,  was  at 
and   l)efore   the   filing   of   the  said   petition,   and   still   is  justly   and   truly 

indebted  to  said  corporation  in  the  sum  of   dollars  and   

cents  with  interest  from    ,   19 ,  at    per  cent,  per 

annum;   that  the  consideration   of  said  debt  is  as  follows:    ; 

that  no   part  of  said   debt   has  been   paid  a    ; 

that  there   are  no   set-offs   or   counterclaims   to   the   same*    ; 

that  said  debt  o  due  on  the day  of , 

A.  D.  19.  . .  .,  and  is  evidenced  and  set  forth  in  the  statement   

hereto  attached,  marked  ' '  Exhibit  A ' '  and  made  a  part  hereof. 

That  said  debt  consists  of  an  open  account  of  «   item.  . 

maturing  at  ^    date    .  .  ;    that   the »    due 

date  thereof  is    ;    that   no   note  has  been   received   for   such 

account,  nor  any  judgment  rendered  thereon,  and  that  said  corporation  has 
not,  nor  has  any  person  by  its  order,  or  to  the  knowledge  or  belief  of  said 
deponent,  for  its  use,  had  or  received  any  manner  of  security  for  said 
debt  whatever. 


of    said    Corporation. 

Subscribed  and  sworn  to  before  mc,  this   day  of   

A.  D.   19.... 


(Official  Character.) 


Form  2173. 


PROOF  IN  BANKRUPTCY  PROCEEDINGS  OF  SECURED 
DEBT  DUE  CORPORATION. 

In  the  District  Court  of  the  United  States,  for  the District  of 

Division. 


In  the  matter  of  Y^^  Bankruptcy. 

f         No 

Bankrupt. 

United  States  of  America ,  District  of ^^^^ 

State  of . .  . ,  County  of ^ 

At    ,    in    said    district    of on    the 

day  of    ,  A.  D.    19 came    of 

in  the  county  of and  State  of  ,  and 

2 — If  a  Voluntary  Bankrupt,  insert  the  word  "by."  If  Involuntary 
the  word  "against." 

3 — If  payments  ha,ve  been  made,  insert  the  word  "except,"  followed 
by  a  statement  of  the  payments. 

4 — If  there  are  set-oflfs,  etc.,  insert  the  word  "except,"  followed  by  a 
statement  of  the  set-offs,  etc. 

5 — Insert  here  the  word  "became"  or  "will  become." 

fi — Insert   the   word   ' '  one  "   or  "  several. ' ' 

7 — Insert   the  word  "one"  or  "different." 

8 — If  for  different  dates  insert  the  word  * '  average. ' ' 


2010     CORPORATION  FORMS  AND  PRECEDENTS. 

made  oath  and  says  that  he  is  i    of  the    , 

a  corporation  incorporated  by  and  under  the  laws  of  the  State  of , 

and   carrying   on   business   at    ,   in   the   county   of    

and  State  of   ,  and  that   he  is  duly  authorized  to  make  this 

proof,  and  says  that  the  said   ,  the  person  2    

whom   a   petition   for   adjudication   of   bankruptcy   has   been   filed,   was  at 
and  before   the   filing   of  the   said   petition,   and   still   is  justly   and  truly 

indebted  to  said  corporation  in  the  sum  of dollars  and   

cents  with  interest  from    ,   19.  ... ,  at    per  cent.  i)er 

annum ;    that   the   consideration   of  said   debt    is    as   follows :    

that  no  part  of  said  debt  has  been  paid  s that  there  are 

no   set-offs   or    counterclaims    to    the   same  *    and    that   the   only   securities 

held  by  said  corporation  for  said  debt,  are  the  following:    ; 

that   such  5    instrument    attached   hereto   and   filed   herewith. 


of    said    Corporation. 

Subscribed  and  sworn  to  before  me,  this   day  of   

A.  D.   19 


(OflS.cial  Character.) 

Form  2174. 

PROOF  OF  SECURED  CLAIM  IN  BANKRUPTCY  BY  A 
CORPORATION— (ANOTHER  FORM). 

In  the  District  Court  of  the  United  States,    District  of 


In  the  matter   of  "] 


•'       j"         No. 
ipts.  J 


[In  Bankruptcy. 

Bankrupts 

Proof  of  Claim. 

District  of ) 

City  and  County  of f 

At    ,   in   said    District   of   ,  on 

the   day  of ,  A.  D.   19.  .  .  .,  came   , 

of   said    ,   State   of    ,   and   made   oath   and   says, 

that  he  is  the  Treasurer  of  The    Company    (hereinafter  for 

brevity   termed   "said    claimant"),   a   corporation   organized   and   existing 

under  the  laws  of  the  State  of   ,  and  carrying  on  business  in 

said    ,   and   that   he   is   duly   authorized   to   make   this   proof, 

and  says: 

1 — If  there  is  a  treasurer,  the  dcj)osition  should  lie  made  l)v  him;  seo 
Order  XXI. 

2 — If  a  Voluntary  Bankrupt,  insert  the  word  "by."  If  Involuntary 
the  word  ' '  against. ' ' 

3 — If  pajTnents  have  been  made,  insert  the  word  "except,"  followed 
by  a  statement  of  the  payments. 

4 — If  there  are  sot-oft's,  etc.,  insert  the  word  "except,"  followed  by  a 
statement  of  the  set-offs,  etc. 

5— See  b  of  Section  57  of  Bankrupt  Act  of  1898. 


MISCELLANEOUS  LNSTRUMENTS.  2011 

That  sai<l    (hereinafter   for   brevity   termed   ' "  said   bank 

nipts"),   against    whom    a    petition    for    jidjudication    of   bankruptcy    was 

filed  on  the   day  of   ,   19 ,  and  who  were  on  the 

(]ay  of   . ,  19.  . .  .,  duly  adjudged  l>ankrupts,  were  at 

and  before  the  filing  of  said  petition  an<l  still  are  justly  and  truly  indebted 

to  said  claimant  in  the  sum  of ,  that  the  consideration  for  said 

debt  is  as  follows : 

That  the  total  amount  now  due  from  the  said  bankrupts  to  said  claim- 
ant is Dollars;  that  said  claimant  has  no  judgment  for  said 

indebtedness  so  due  on  the  part  of  said  bankrupts,  or  any  part  thereof; 
that  there  are  no  set-offs  or  counter-claims  to  the  same,  and  that  the  only 
securities  held  by  said  claimant  for  said  debt  are  as  follows: 


Treasurer. 

Sworn  to  and  subscribed  before  me  this   day  of   , 

A.  D.  19.... 


Notary  Public. 

Form  2175. 
POWER  OF  ATTORNEY  TO  REPRESENT  CORPORA- 
TION IN  BANKRUPTCY  PROCEEDINGS. 

In  the  District  Court  of  the  United  States,  for  the  District 

of '. 

In  the  matter  of  |  ^^^  Bankruptcy. 

'       f         No 

Bankrupt. 

To 


The    Company,  a  corporation  duly  organized  and  existing 

under  and  by  virtue  of  the  laws  of  the  State  of   ,  having  its 

principal  office  in   the    of    ,   in   the   County  of 

and  State  of    ,   does  hereby  authorize  you,  or 

any  one  of  you,  to  attend  the  meetings  of  creditors  of  the  bankrupt  afore- 
said at  a  court  of  bankruptcy,  wherever  advertised  or  directed  to  be  holden, 
on  the  day  and  at  the  hour  appointed  and  notified  by  said  court  in  said 
matter,  or  at  such  other  place  and  time  as  may  be  appointed  by  the  court 
for  holding  such  meeting  or  meetings,  or  at  which  such  meeting  or  meet- 
ings, or  any  adjournment  or  adjournments  thereof  may  be  held,  and  then 
and  there  from  time  to  time,  and  as  often  as  there  may  be  occasion,  for 
it  and  in  its  name  to  vote  for  or  against  any  proposal  or  resolution  that 
may  be  then  submitted  under  the  acts  of  Congress  relating  to  bankruptcy; 
and  in  the  choice  of  trustee  or  trustees  of  the  estate  of  the  said  bankrupt, 
and  for  it  to  assent  to  such  appointment  of  trustee;  and  with  like  powers 
to  attend  and  vote  at  any  other  meeting,  or  meetings  of  creditors,  or  sitting 
or  sittings  of  the  court,  which  may  be  held  therein  for  any  of  the  purposes 
aforesaid ;  also  to  accept  any  composition  proposed  by  said  bankrupt  in 
satisfaction   of  his   debts,   and  to   receive   payment   of   dividends   and   of 


2012     CORPORATION  FORMS  AND  PRECEDENTS. 

moneys  due  it,  the  said  Company,  under  any  composition,  and  for  any  other 
purpose  in  its  interest  whatsoever,  with  full  power  of  substitution. 

In   Witness  Whereof,  the  said  corporation  has  caused  these  presents  to 

be  signed  by  its   and  its  corporate  seal  to  be  hereto  affixed 

this   day  of ,  A.  D.  19 

Signed,    Sealed    and    Delivered 
in  the  Presence  of , 


The   Company, 

By  

Official   Capacity   in   Corporation. 

Acknowledged   before   me   this    day   of    

A.  D.   19 


[Corporate  Seal]  Notary  Public. 

STATE  OF ) 

County,  I 


I, ,  being  duly  sworn,  do  make  oath  and  say  that  I  am 

the  person  who  signed  and  acknowledged  the  within  and  foregoing  power 
of  attorney  for,  and  in  behalf  of,  and  in  the  name  of  Com- 
pany, and  that  when  I  so  signed  and  acknowledged  the  same,  I  was,  and 

still  am  the   of  said  Company,  and  a  duly  authorized  officer 

thereof,  and  duly  authorized  as  such  officer  to  execute  the  within  Power  of 
Attorney  in  manner  and  form  as  aforesaid,  and  further  affiant  saith  not. 


Subscribed  and  sworn  to  before  me  this   day  of 

A.  D.  19.... 


Notary   Public. 

Form  2176. 

GENERAL  LETTER  OF  ATTORNEY  IN  FACT  FOR  A 
CORPORATION. 

In  the  District  Court  of  the  United  States,  for  the   Dis- 
trict of   

In  the   matter   of  1  j^  Bankruptcy. 

Bankrupt 
To 


The   Company,  a  corporation  organized  and  existing  under 

and  by  virtue  of  the  laws  of  the  State  of   

and  doing  business  in  the  State  of   does  hereby 

authorize  you  to  attend  the  meeting  or  meetings  of  creditors  of  the 
bankrupt  aforesaid  at  a  Court  of  Bankruptcy,  wherever  advertised  or 
directed  to  be  holden,  on  the  day  and  at  the  hour  appointed  and  notified 
by  said  court  in  said  matter,  or  at  such  other  place  and  time  as  may  be 
appointed    by    the    court    for    holding    such    meeting    or    meetings,    or    H,t 


MISCELLANEOTTR  TXRTRUMENTS.  2013 

which  such  meeting  or  meetings,  or  any  adjournment  or  adjournments 
thereof  may  be  held,  and  then  and  there  from  time  to  time,  and  as 
often  as  there  may  be  occasion,  for  it  and  in  its  name  to  vote  for  or 
against  any  proposal  or  resolution  that  may  be  then  submitted  under  the 
acts  of  Congress  relating  to  Bankruptcy;  and  in  the  choice  of  Trustee 
or  Trustees  of  the  estate  of  the  said  Bankrupt,  and  for  it  to  assent  to 
such  appointment  of  Trustee;  and  with  like  powers  to  attend  and  vote 
at  any  other  meeting  or  meetings  of  creditors,  or  sitting  or  sittings  of 
the  court,  which  may  be  held  therein  for  any  of  the  pur{)oses  aforesaid; 
also  to  accept  any  coiiij)osition  proposed  Viy  said  Vjankrupt  in  satisfaction 
of  his  debts,  and  to  receive  payment  of  dividends  and  of  money  due 
it  under  any  composition,  and  for  any  other  purpose  in  its  interest  what- 
soever, with  full  power  of  substitution. 

In  Witness  Whereof,  said  The  Company  has  duly  caused 

this  instrument  to  be  signed  and  sealed  by  its  duly  authorized  officers  and 

attested  under   its  corporate  seal  this    day  of    , 

A.  D.  19 

The    Company, 

[CoRPOKATE  Seal]  By  v 

Signed,  sealed  and  delivered  in  the  presence  of 


STATE  OB' ) 

'  ss ; 
County    of    C 

,  being  duly  sworn  deposes  and  says,  that  he  is  the  Treas- 
urer of  the  said   ,  a  corporation ;  that  he  knows  the  corporate 

seal   of  the   said    corporation ;    that   the   seal   affixed   to   the 

above  instrument  is  such  corporate  seal;   that  the  signed  his  name  thereto 

as     of    said    corporation;    that    he    executed    the    foregoing 

power  of  attorney  on  behalf  of  the  said  corporation,  and  is  duly  authorized 
so  to  do. 


Sworn  to  and  subscribed  before  me  this   day  of 

A.   D.    19.... 


Notary    Publie. 

Form  2177. 

NOTICE  OF  PETITION  AND  OFFER  TO  BUY  PROPERTY 
OF  BANKRUPT  CORPORATION. 

CENTRAL  FOUNDRY  COMPANY. 

In  the  District  Court  of  the  United  States  for  the  Southern  District 
of  New  York. 

In  the  matter  of  Central  Foundry  Company,  Alleged  Bankrupt. — In 
Bankruptcy.— No.  13,327. 

This  matter  coming  on  further  to  be  heard,  on  the  petition  of  Waddill 
Catchi'igs,  as  Receiver  of  Central  Foundry  Company,  verified  the  16th 
day  of  March,  1911,  from  which  it  appears  that  Messrs.  Buss  and  Hohman 
having  on  or  about  the   loth  day  of  March,   1911,   made  an  offer  for  tbe 


2014     CORPORATION  FORMS  AND  PRECEDENTS. 

purchase  of  a  specified  portion  of  the  property  of  the  above-named  alleged 
bankrupt  on  the  terms  and  conditions  set  ;''orth  in  said  offer. 

Now,  upon  reading  and  filing  the  petition  of  WaddiU  Catchings  and  a 
copy  of  the  said  offer  dated  March  15th,  1911,  attached  thereto  and  made 
a  part  thereof,  and  upon  the  consent  of  the  said  above-named  alleged 
bankrupt,  and  upon  all  the  papers  and  proceedings  herein,  and  after  hear- 
ing Francis  D.  Pollak,  Esq.,  of  Counsel  for  the  Eeceiver,  Messrs.  Martin 
Fraser  &  Speir,  Counsel  for  the  above-named  alleged  bankrupt,  and  Joline, 
Larkin  &  Eathboue  and  Byrne  Sc  Cutcheon,  of  Counsel  for  the  Reorganization 
Committee  of  the  Central  Foundry  Company,  being  represented,  wliose  ap- 
pearances have  already  been  filed  in  these  {)roceedings,  and  sufficient 
reason  appearing  therefor,  it  is  on  this  16th  day  of  March,  1911, 

Ordered  that  the  alleged  bankrupt  herein  and  each  and  all  of  its  credi- 
tors and  all  other  persons  claiming  any  -interest  or  right  in  or  to  Central 
Foundry  Company,  or  any  of  its  properties,  be,  and  they  hereby  are 
directed  to  show  cause  before  the  undersigned  Judge  of  this  Court  at 
Room  43,  in  the  United  States  Post  Office  Building,  Borough  of  Man- 
hattan, City  of  New  York,  on  the  3d  day  of  April,  1911,  at  10:30  o'clock 
in  the  forenoon  of  that  day,  or  as  soon  thereafter  as  Counsel  can  be  heard, 
why  the  property  of  the  above-named  alleged  bankrupt  or  eo  much  thereof 
as  is  included  in  the  said  offer  above  referred  to  should  not  be  sold, 
transferred,  conveyed,  assigned,  and  set  over,  pursuant  to  and  in  accord- 
ance with  the  terms  and  provisions  of  the  said  offer  or  any  modification 
thereof  that  may  be  approved,  after  such  hearing,  or  in  accordance  with 
such  other  or  further  terms  and  provisions  as  may  be  fixed  by  this  Court; 
and  the  said  alleged  bankrupt  and  all  of  its  creditors  and  others  claiming 
any  interest  aru  directed  then  and  there  to  show  cause  why  said  offer  or 
any  modified  offer  should  not  be  accepted,  or  why  such  other  or  further 
order  should  not  Ise  made  for  the  transfer  or  disposition  of  any  or  all  of 
the  property  of  the  said  alleged  bankrupt,  ias  to  the  Court  may  seem  just, 
proper  and  advisable;  and  why  an  order  should  not  be  made  directing  any 
trustee  or  trustees  in  bankruptcy  hereafter  appointed  to  make,  execute, 
acknowledge  and  deliver  deeds,  bills  of  sale,  and  other  conveyances  and 
transfers  of  title  as  may  be  requisite  or  proper  to  vest  good  and  lawful 
title  in  the  purchasers,  their  assigns,  nominee  or  nominees  of,  in  and  to 
all  and  every  part  of  the  property  of  the  said  alleged  bankrupt,  directed 
to  be  transferred,  conveyed  or  assigned  by  order  of  this  Court;  and  why 
such  other  and  further  relief  in  the  premises  as  may  seem  to  the  Court 
just,  proper,  and  advisable  should  not  be  granted;   and  it  is  further 

Ordered  that  due,  sufficient,  and  complete  service  of  this  order  and  of 
the  aforesaid  petition  and  offer  may  be  made  as  follows: 

By  mailing  a  copy  of  this  order  and  of  said  petition  and  offer  to  each 
of  the  creditors  of  the  above-named  alleged  bankrupt,  known  to  the  Ee- 
ceiver, whose  address  appears  upon  the  books  of  the  bankrupt  Comjjany, 
at  the  address  so  appearing;  such  mailing  to  be  made  on  or  before  the  21st 
day  of  March,  1911,  from  the  Borough  of  Manhattan,  City  of  New  York; 
By  publishing  a  copy  of  this  order  twice  in  two  daily  newspapers  pub- 
lished in  the  City  of  New  York,  and  one  daily  newspaper  published  in 
the  City  of  Chicago  and  in  some  newspaper  regularly  published  in  each 
of  the  cities  of  Newark,  N.  J.;  Baltimore,  Md.;  Anniston,  Ala.;  Birming- 
ham,  Ala.;   Vincennes,  Ind.,   and  Medina,  N.  Y.,  the  first   of  said  publi- 


.\lio(JKLLAXEOUS  IXKTRI'MEXTS.  2015 

cations  to  be  on  or  before  the  22(1  day  of  March,  1911,  and  the  laat  on  or 
before  the  29th  day  of  March,   1911. 

VV^itness,  the  Honorable  Charles  M.  Hough,  Judge  of  the  said  Court 
and  tlie  seal  thereof  at  the  City  of  New  York  in  said  Southern  District 
of  New  York,  this  Kith  day  of  March,  1911. 

[Court  Seal]  C.  M.  Hough,  D.  J. 

Form  2178. 

NOTICE   BY   RECEIVER    OF   TIME   WITHIN    WHICH 

CLAIMS  AGAINST  CORPORATION  MUST 

BE  PRESENTED. 

Public  notice  is  hereby  given  that  on  the  13th  day  of  February,  A.  D. 
1913,  the  following  order  was  entered  in  the  District  Court  of  the  United 

States  for  the  Northern  District  of   ,  Eastern  division 

thereof,  in  the  suit  pending  in  said  court  number  170,  on  the  equity  side 
thereof,  brought  by  the  Continental  and  Commercial  National  Bank  vs. 
Company : 

"In  the  District  Court  of  United  States,  Northern  District  of , 

Eastern  Division. 

"Continental  and  Commercial  National  Bank  vs Company, 

No.  170  Equity. 

Decree. 

"And  now,  to-wit,  this  13th  day  of  February,  A.  D.  1913,  the  petition 
of  the  receiver  filed  this  day,  praying  that  the  court  limit  the  time  within 
which  creditors  shall  present  and  make  proof  of  their  respective  claims 
against  the  corporation,  and  will  bar  all  creditors  failing  to  do  so  within 
the  time  limit  from  participating  in  the  distribution  of  the  assets  of  the 
corporation,  was  presented  to  the  court,  and,  thereupon,  upon  consideration 

thereof,    and    upon    motion    of    Messrs and    , 

attorneys  for  petitioner,  it  is: 

"Ordered,  adjudged  and  decreed  that  the  creditors  of  the   

Company   shall  present   and    make   proof   to    ,   who   is  hereby 

appointed  Special  Master  on  account  of  his  special  fitness  and  experience 
in  such  matters,  for  that  purpose,  of  their  respective  claims  against  said 
corporation  within  sixty  (60)  days  from  the  date  hereof,  and  that  all 
creditors  and  claimants  failing  so  to  do  within  the  time  limited  shajl  be 
barred  from  participating  in  the  distribution  of  the  assets  of  the  corpora- 
tion: 

"It  is  further  ordered  that  the  receiver  shall  give  notice  of  this  decree 
by  registered  letter  to  all  creditors  of  said  corporation  whose  addresses  he 
may  have  and  shall  also  publish  in  a  newspaper  of  general  circulation  in 
every  city  in  which  the  company  was  engaged  in  business  once  a  week  for 
three  (3)  weeks,  a  copy  of  this  decree." 

Dated  ,  19 

y 

Beceiver* 


2016     CORPORATION  FORMS  AND  PRECEDENTS. 

Form  2179. 

NOTICE  TO  CREDITORS  BY  SPECIAL  MASTER  IN  FORE- 
CLOSURE PROCEEDINGS  TO  FILE  CLAIMS. 

To  the  Creditors  of  The  Pittsburgh,  Binghamton  &  Eastern  Eailroad  Com- 
pany or  The  Receivers  Thereof: 

By  virtue  of  a  decree  of  foreclosure  and  sale  and  a  decree  confirm- 
ing the  sale,  of  the  United  States  Circuit  Court  for  the  Middle 
District  of  Pennsylvania,  in  an  action  wherein  Knickerbocker  Trust 
Company,  as  Trustee,  is  complainant  and  the  Pittsburgh,  Bingham- 
ton &  Eastern  Eailroad  Company  and  others  are  defendants,  notice 
is  hereby  given  to  all  holders  of  any  claims  against  the  said  defend- 
ant, Pittsburgh,  Binghamton  &  Eastern  Railroad  Company,  to  present  the 
same  to  the  undersigned  at  his  office  in  Sayre,  State  of  Pennsylvania,  for 
allowance,  or  if  the  claim  is  against  the  Receivers,  to  bring  suit  against 
them  thereon.  Any  claims  which  shall  not  be  so  presentea,  sued  on,  or 
filed  within  the  period  of  two  months  after  the  date  hereof,  shall  not  be 
enforcible  against  said  Receivers  or  against  the  property  sold  under  and 
by  virtue  of  the  decree  hereinbefore  referred  to,  or  the  proceeds  thereof 
or  against  the  purchaser  or  purchasers  of  the  property  or  any  part  thereof 
so  sold,  or  his  or  their  heirs,  executors,  administrators,  successors  or  assigns. 
All  claims  heretofore  filed  with  the  said  Receivers  under  and  pursuant 
to  an  order  heretofore,  and  on  the  11th  day  of  April,  1910,  entered  in  the 
said  action  of  the  Knickerbocker  Trust  Company,  as  Trustees,  against  the 
Pittsburgh,  Binghamton  &  Eastern  Railroad  Company,  and  others  may 
be  considered  as  already  filed  with  the  Special  Master  and  need  not  be 
re-filed. 

E.  M.  Dunham,  Special  Master. 

Dated  March  17th,  1911. 

See  generally  as  to  rights  of  creditors  in  a  foreclosure  proceeding, 
Cook  on  Corporations,  §§  848k,  890. 

Form  2180. 

NOTICE  TO  CREDITORS  OF  PURCHASE  OF  CORPORATE 
ASSETS  AND  ASSUMPTION  OF  LIABILITIES. 

Company 

Notice  for  Publication. 
Please  take  notice  that  the  undersigned, Company,  a  corpo- 
ration of  the  State  of ,  having  its  principal  office  and  place  of 

business  at ,  in  said  State,  has  purchased  all  the  property,  assets, 

effects  and  business  of  the &  Company,  and  has  duly  assumed  the 

performance  of  all  the  contracts  of  the &  Company  and  the  pay- 
ment and  discharge,  as  and  when  due,  of  all  debts  and  liabilities  and  of 

any  and  all  lawful  claims  and  demands  against  the   &  Company, 

whether  actual  or  contingent. 

Dated ,19 

Company, 

By President. 


MISCELLANEOUS  LXSTRUMENTS.  2017 

Form  2181. 

AMENDED  CERTIFICATE  OF  INCORPORATION  OF 

UNITED  STATES  STEEL 

CORPORATION. 

We,  the  undersigned,  in  order  to  form  a  corporation  for  the  purposoH 
hereinafter  stated,  under  and  pursuant  to  the  provisions  of  the  Act  of 
the  Legislature  of  the  State  of  New  Jersey,  entitled  "An  Act  Concerning 
Corporations  (Revision  of  189G),"  and  the  acts  amendatory  thereof  and 
supplemental  thereto,  do  hereby  certify  as  follows : 

I.  The  name  of  the  corporation  is 

UNITED    STATES    STEEL    CORPORATION. 

II.  (Here  follows  the  location  of  the  principal  office  in  New  Jersey, 
and  the  name  of  the  agent  therein  and  in  charge  thereof.) 

III.  The  objects  for  which  the  corporation  is  formed  are: 

To  manufacture  iron,  steol,  manganese,  coke,  copper,  lumber  and  other 
materials,  and  all  or  any  articles  consisting,  or  partly  consisting  of  iron, 
steel,  copper,   wood   or  other   materials,   and   all   or   any   products   thereof. 

To  acquire,  own,  lease,  occupy,  use  or  develop  any  lands  containing  coal 
or  iron,  manganese,  stone  or  other  ores,  or  oil  and  any  wood  lands  or  other 
lands  for  any  purpose  of  the  Company. 

To  mine  or  otherwise  to  extract  or  remove,  coal,  ores,  stone  and  other 
minerals  and  timber  from  any  lands  owned,  acquired,  leased  or  occupied 
by  the  Company,  or  from  any  other  lands. 

To  buy  and  sell,  or  otherwise  to  deal  or  to  traffic  in  iron,  steel,  man- 
ganese, copper,  stone,  ores,  coal,  coke,  wood,  lumber  and  other  materials 
and  any  of  the  products  thereof,  and  any  articles  consisting  or  partly 
consisting  thereof. 

To  construct  bridges,  buildings,  machinery,  ships,  boats,  engines,  cars 
and  other  equipment,  railroads,  docks,  slips,  elevators,  water  works,  gas 
works,  and  electric  works,  viaducts,  aqueducts,  canals  and  other  water- 
ways, and  any  other  means  of  transportation,  and  to  sell  the  same,  or 
otherwise  to  dispose  thereof,  or  to  maintain  and  operate  the  same,  except 
that  the  Company  shall  not  maintain  or  operate  any  railroad  or  canal  in 
the  State  of  New  Jersey. 

To  apply  for,  obtain,  register,  purchase,  lease  or  otherwise  to  acquire, 
and  to  hold,  use,  own,  operate  and  introduce  and  to  sell,  assign  or  other- 
wise to  dispose  of,  any  trade-marks,  trade-names,  patents,  inventions, 
improvements  and  processes  used  in  connection  with  or  secured  under 
letters  patent  of  the  United  States,  or  elsewhere  or  otherwise,  and  to  use, 
exercise,  develop,  grant  licenses  in  respect  of,  or  otherwise  to  turn  to 
account  any  such  trade-marks,  patents,  licenses,  processes  and  the  like, 
or  any  such  property  or  rights. 

To  engage  in  any  other  manufacturing,  mining,  construction,  or  trans- 
portation business  of  any  kind  or  character  whatsoever,  and  to  that  end 
to  acquire,  hold,  own  and  dispose  of  any  and  all  property,  assets,  stocks, 
bonds  and  rights  of  any  and  every  kind,  but  not  to  engage  in  any  business 
hereunder  which  shall  require  the  exercise  of  the  right  of  eminent  do- 
main within  the  State  of  New  Jersey. 

To  acquire  by  purchase,  subscription  or  otherwise,  and  to  hold  or  to 
dispose    gf,    stocks,    bonds    or    any    other    obligations    of   any    corporation 


2018     CORPORATION  FORMS  AND  PRECEDENTS. 

formed  for,  or  then  or  theretofore  engaged  in  or  pursuing,  any  one  or 
more  of  the  kinds  of  business,  purposes,  objects  or  operations  aljove  indi- 
cated, or  oTvning  or  holding  any  property  of  any  kind  herein  mentioned, 
or  of  any  corporation  owning  or  holding  the  stocks  or  the  obligations  of 
any  such  corporation. 

To  hold  for  investment,  or  otherwise  to  use,  sell  or  dispose  of,  any 
3tock,  bonds  or  other  obligations  of  any  such  other  corporation ;  to  aid 
in  any  manner  any  corporation  whose  .stock,  bonds  or  other  obligations 
are  held  or  in  any  manner  guaranteed  by  the  Company,  and  to  do  any 
other  acts  or  things  for  the  preservation,  protection,  improvement  or  en- 
hancement of  the  value  of  any  such  stock,  bonds  or  other  obligations, 
or  to  do  any  acts  or  things  designed  for  any  such  purpose;  and,  while 
owner  of  any  such  stock,  bonds  or  other  obligations,  to  exercise  all  the 
rights,  powers  and  privileges  of  ownership  thereof,  and  to  exercise  ^ny 
and  all  voting  power  thereon. 

The  business  or  purpose  of  the  Company  is  from  time  to  time  to  do 
any  one  or  more  of  the  acts  and  things  herein  set  forth;  and  it  may  con- 
duct its  business  in  other  States,  and  in  the  Territories,  and  in  foreign 
countries,  and  may  have  one  office,  or  more  than  one  office,  and  keep  the 
books  of  the  Company  outside  of  the  State  of  New  Jersey,  except  as 
otherwise  may  be  provided  by  law;  and  may  hold,  purchase,  mortgage 
and  convey  real  and  personal  property,  either  in  or  out  of  the  State  of 
New  Jersey. 

Without  in  any  particular  limiting  any  of  the  objects  and  powers  of 
the  corporation,  it  is  hereby  expressly  declared  and  provided  that  the 
corporation  shall  have  power  to  issue  bonds  and  other  obligations  in  pay- 
ment for  property  purchased  or  acquired  .by  it,  or  for  any  other  object 
in  or  about  its  business;  to  mortgage  or  pledge  any  stocks,  bonds  or  other 
obligations,  or  any  property  which  may  be  acquired  by  it,  to  secure  any 
bonds  or  other  obligations  by  it  issued  or  incurred;  to  guarantee  any 
dividends,  or  bonds,  or  contracts,  or  other  obligations;  to  make  and  per- 
form contracts  of  any  kind  and  description  and  in  carrying  on  its  busi- 
ness, or  for  the  purpose  of  attaining  or  furthering  any  of  its  objects,  to 
do  any  and  all  other  acts  and  things,  and  to  exercise  any  and  all  other 
powers  which  a  co-partnership  or  natural  person  could  do  and  exercise, 
and  which  now  or  hereafter  may  be  authorized  by  law. 

IV.  The  total  authorized  capital  stock  of  the  corporation  is  eleven 
hundred  million  dollars  ($1,100,000,000),  divided  into  eleven  million 
shares  of  the  par  value  of  one  hundred  dollars  each.  Of  such  total  au- 
thorized capital  stock,  five  million  five  hundred  thousand  shares,  amount- 
ing to  five  hundred  and  fifty  million  dollars,  shall  be  preferred  stock,  and 
five  million  five  hundred  thousand  shares,  amounting  to  five  hundred  and 
fifty  million  dollars,  shall  be  common  stock. 

From  time  to  time,  the  preferred  stock  and  the  common  stock  may  be 
increased  according  to  law,  and  may  be  issued  in  such  amounts  and  pro- 
portions as  shall  be  determined  by  the  Board  of  Directors,  and  as  may  be 
permitted  by  law. 

The  holders  of  the  preferred  stock  shall  be  entitled  to  receive  when 
and  as  declared,  from  the  surplus  or  net  profits  of  the  corporation,  yearly 
dividends  at  the  rate  of  seven  per  centum  per  annum,  and  no  more,  pay- 
able quarterly  on  dates  to  be  fixed  by  the  by-laws.    The  dividends  on  the 


MISCELLANEOUS  LNSTRUMENTS.  201'J 

preferred  stock  shall  be  cumulative,  and  shall  he  payable  before  any  divi- 
dend on  the  common  stock  shall  be  paid  or  set  apart;  so  that,  if  in  any 
year  dividends  amounting  to  seven  per  cent  shall  not  have  been  paid 
thereon,  the  deficiency  shall  be  i>ayable  before  any  dividends  shall  be 
paid  upon  or  set  apart  for  the  common  stock. 

Whenever  all  cumulative  dividends  on  the  preferred  stock  for  all  previous 
years  shall  have  been  declared  and  shall  have  become  payable,  and  the 
accrued  quarterly  instalments  for  the  current  year  shall  have  been  declared, 
and  the  Comj)aiiy  shall  have  paid  such  cumulative.'  dividends  for  previous 
years,  and  such  accrued  quarterly  instalments,  or  shall  have  set  aside  from 
its  surplus  or  net  profits  a  sum  suflicient  for  the  payment  thereof,  the 
Board  of  Directors  may  declare  dividends  on  the  common  stock;  payable 
then  or  thereafter,  out  of  any  remaining  surplus  or  net  profits. 
.  In  the  event  of  any  liquidation  or  dissolution  or  winding  up  (whether 
voluntary  or  involuntary)  of  the  corporation,  the  holders  of  the  preferred 
stock  shall  be  entitled  to  be  paid  in  full  both  the  par  amount  of  their 
shares,  and  the  unpaid  dividends  accrued  thereon,  before  any  amount  shall 
be  paid  to  the  holders  of  the  common  stock ;  and  after  the  payment  to 
the  holders  of  the  preferred  stock  of  its  par  value,  and  the  unpaid  accrued 
dividends  thereon,  the  remaining  assets  and  funds  shall  be  divided  and  paid 
to  the  holders  of  the  common  stock  according  to  their  respective  shares. 

V.  The  names  and  post-office  addresses  of  the  incorporators,  and  the 
number  of  shares  of  stock  for  which  severally  and  respectively  we  do 
hereby  subscribe  (the  aggregate  of  our  said  subscriptions  being  three 
thousand  dollars,  is  the  amount  of  capital  stock  with  which  the  corpora- 
tion will  commence  business),  are  as  follows: 

(Here   follow  the   names  and   post-office   addresses   of   each   of  the   in- 
> corporators,  and  the  number  of  shares  of  stock  subscribed  for  by  each.) 

VI.  The  duration  of  the  corporation  shall  be  perpetual. 

VII.  The  number  of  Directors  of  the  Company  shall  be  fixed  from 
time  to  time  by  the  by-laws ;  but  the  number,  if  fixed  at  more  than  three, 
shall  be  some  multiple  of  three.  The  Directors  shall  be  classified  with 
respect  to  the  time  for  which  they  shall  severally  hold  office  by  dividing 
them  into  three  classes,  each  consisting  of  one-third  of  the  whole  num- 
ber of  the  Board  of  Directors.  The  Directors  of  the  first  class  shall  be 
elected  for  a  term  of  one  year;  the  Directors  of  the  second  class  for  a  term 
of  two  years;  and  the  Directors  of  the  third  class  for  a  term  of  three 
years;  and  at  each  annual  election  the  successors  to  the  class  of  Directors 
whose  terms  shall  expire  in  that  year  shall  be  elected  to  hold  office  for 
the  term  of  throe  years,  so  that  the  term  of  office  of  one  class  of  Directors 
shall  expire  in  each  year. 

The  number  of  Directors  may  be  increased  as  may  be  provided  in  the 
by-laws.  In  case  of  any  increase  of  the  number  of  the  Directors  the  addi- 
tional Directors  shall  be  elected  as  may  be  provided  in  the  by-laws  by 
the"  Directors  or  by  the  Stockholders  at  an  annual  or  special  meeting; 
and  one-third  of  their  number  shall  be  elected  for  the  then  unexpired 
portion  of  the  term  of  the  Directors  of  the  first  class,  one-third  of  their 
number  for  the  unexpired  portion  of  the  term  of  the  Directors  of  the 
second  class,  and  one-third  of  their  number  for  the  unexpired  portion  of 
the  term  of  the  Directors  of  the  third  class,  so  that  each  class  of  Direc- 
tors shall  be  increased  equally. 


2020    CORPORATION  FORMS  AND  PRECP^DENIS. 

In  case  of  any  vacancy  in  any  class  of  Directors  through  death,  resig- 
nation, disqualification  or  other  cause,  the  remaining  Directors,  by  affirm- 
ative vote  of  a  majority  of  the  Board  of  Directors,  may  elect  a  successor 
to  hold  office  for  the  unexpired  portion  of  the  term  of  tlie  Director  whose 
place  shall  be  vacant,  and  until  the  election  of  a  successor. 

The  Board  of  Directors  shall  have  j>ower  to  hold  their  meetings  out- 
side of  the  State  of  New  Jersey  at  such  places  as  from  time  to  time  may 
be  designated  by  the  by-laws  or  by  resolution  of  the  Board.  The  by-laws 
may  prescribe  the  number  of  Directors  necessary  to  constitute  a  quorum 
of  the  Board  of  Directors,  which  number  may  be  less  than  a  majority 
of  the  whole  number  of  the  Directors. 

Unless  authorized  by  votes  given  in  person  or  l)y  proxy  b}'^  Stockholders 
holding  at  least  two-thirds  of  the  capital  stock  of  the  corporation,  which 
is  represented  and  voted  upon  in  person  or  by  proxy  at  a  meeting  specially 
called  for  that  purpose,  or  at  an  annual  meeting,  the  Board  of  Directors 
shall  not  mortgage  or  pledge  any  of  its  real  property,  or  any  shares  of 
the  capital  stock  of  any  other  corporation;  but  this  prohibition  shall  not 
Ije  construed  to  apply  to  the  execution  of  any  purchase-money  mortgage 
or  any  other  purchase-money  lien. 

As  authorized  by  the  Act  of  the  Legislature  of  the  State  of  New 
Jersey,  passed  March  22,  1901,  amending  the  seventeenth  section  of  the 
Act  concerning  Corporations  (Eevision  of  1896),  any  action  which  there- 
tofore required  the  consent  of  the  holders  of  two-thirds  of  the  stock  at 
any  meeting,  after  notice  to  them  given,  or  required  their  consent  in  writ- 
ing to  be  filed,  may  be  taken  upon  the  consent  of,  and  the  consent  given 
and  filed  by,  the  holders  of  two-thirds  of  the  stock  of  each  class  repre- 
sented at  such  meeting  in  person  or  by  proxy. 

Any   officer    elected    or   appointed    by   the    Board    of   Directors' may   be. 
removed  at  any  time  by  the  affirmative  vote  of  a  majority  of  the  whole 
Board  of  Directors. 

Any  other  officer  or  employee  of  the  Company  may  be  removed  at  any 
lime  by  vote  of  the  Board  of  Directors,  or  by  any  committee  or  superior 
officer  upon  whom  such  power  of  removal  may  be  conferred  by  the  by-laws 
or  by  vote  of  the  Board  of  Directors. 

The  Board  of  Directors,  by  the  affirmative  vote  of  a  majority  of  the 
whole  board,  may  appoint  from  the  Directors  an  executive  committee, 
of  which  a  majority  shall  constitute  a  quorum;  and,  to  such  extent  as 
shall  be  provided  in  the  by-laws,  such  committee  shall  have  and  may  exer- 
cise all  or  any  of  the  powers  of  the  Board  of  Directors,  including  power 
to  cause  the  seal  of  the  corporation  to  be  affixed  to  all  papers  that  may 
require  it. 

The  Board  of  Directors,  by  the  affirmative  vote  of  a  majority  of  the 
whole  board,  may  appoint  any  other  Standing  Committees,  and  such  Stand- 
ing Committees  shall  have  and  may  exercise  such  powers  as  shall  be  con- 
ferred or  authorized  by  the  by-laws. 

The  Board  of  Directors  may  appoint  not  only  other  officers  of  the  Com- 
pany, but  also  one  or  more  vice-presidents,  one  or  more  assistant  treasurers, 
and  one  or  more  assistant  secretaries;  and,  to  the  extent  provided  in  the 
by-laws,  the  persons  so  appointed  respectively  shall  have  and  may  exer- 
cise all  the  powers  of  the  president,  of  the  treasurer  and  of  the  secretary 
respectively. 


MISCELLANEOUS  LNSTRUMExXTS.  2021 

The  Board  of  Directors  aluill  have  power  from  time  to  time  to  fix  and 
to  determine  and  to  vary  the  amount  of  the  working  capital  of  the  Com- 
pany; and  to  direct  and  determine  the  use  and  disposition  of  any  surplus 
or  net  profits  over  and  above  the  capital  stock  paid  in;  and  in  its  dis- 
cretion the  Board  of  Directors  may  use  and  apply  any  such  surplus  or 
accumulated  profits  in  purchasing  or  acquiring  its  bonds  or  other  obliga- 
tions, or  shares  of  its  own  capital  stock,  to  such  extent  and  in  such  man- 
ner and  upon  such  terms  as  the  Board  of  Directors  shall  deem  expedient; 
but  shares  of  such  capital  stock  so  purchased  or  acquired  may  be  resold, 
unless  such  shares  shall  have  been  retired  for  the  purpose  of  decreasing 
the  Company's  capital  stock  as  provided  by  law. 

The  Board  of  Directors  from  time  to  time  shall  determine  whether  and 
to  what  extent,  and  at  what  times  and  places,  and  under  what  conditions 
and  regulations,  the  accounts  and  books  of  the  corporation,  or  any  of  them, 
shall  be  open  to  the  inspection  of  the  stockholders,  and  no  stockholder 
shall  have  any  right  to  inspect  any  account  or  book  or  document  of  the 
corporation,  except  as  conferred  by  Statute  or  authorized  by  the  Board 
of  Directors  or  by  a  resolution  of  the  stockholders. 

Subject  always  to  by-laws  made  by  the  Stockholders,  the  Board  of 
Directors  may  make  by-laws,  and,  from  time  to  time,  may  alter,  amend 
or  repeal  any  by-laws;  but  any  by-laws  made  by  the  Board  of  Directors 
may  be  altered  or  repealed  by  the  Stockholders  at  any  annual  meeting, 
or  at  any  special  meeting,  provided  notice  of  such  proposed  alteration  or 
repeal  be  included  in  the  notice  of  the  meeting. 

In  Witness  Whereof,  we  have  hereunto  set  our  hands  and  seals  the  23rd 
day  of  February,   1901. 

(Signatures  of  Incorporators.) 

(Acknowledgment.) 

The  above  form  is  included  herein  on  account  of  the  magnitude  of  the 
interests  involved. 

See  for  form  of  stock  certificate  of  United  States  Steel  Corporation, 
Form  1185,  supra;  for  by-laws,  see  Form  1164,  supra. 

Form  2182. 
CARNEGIE  IRON-CLAD  AGREEMENT. 

This  agreement.  Made  this  first  day  of  July,  A.  D.,  1892,  and  on  cer- 
tain dates  thereafter,  as  shown,  between  The  Carnegie  Steel  Company, 
Limited,  party  of  the  first  part,  and  each  one  of  the  members  of  that 
Association  who  has  hereunto  affixed  his  name,  party  of  the  second  part, 
witnesseth: 

(I)  That  the  party  of  the  second  part,  for  and  in  consideration  of 
the  execution  and  delivery  of  this  agreement  by  each  of  the  other  active 
members  of  said  Association,  The  Carnegie  Steel  Company,  Limited,  and 
in  consideration  of  the  sum  of  One  Dollar  in  hand  paid  by  the  party 
of  the  first  part,  the  receipt  whereof,  by  the  signing  hereof,  is  hereby 
acknowledged,  as  well  as  for  other  good  and  valuable  considerations,  to 
him  moving,  does  hereby  covenant,  promise  and  agree  to  and  with  the 
party  of  the  first  part,  that  he,  the  party  of  the  second  part,  at  any  time 
hereafter  when  three-fourths  in  number  of  the  persons  holding  interests 
in  said  first  party,  and  three-fourths  in  value  of  said  interests,  shall  re- 
quest him,  the  said  party  of  the  second  part,  so  to  do,  will  sell,  asaigu 


2022     CORPORATION  FORMS  AND  PRECEDENTS. 

and  transfer  to  said  first  party,  or  to  such  person  or  persons  as  it  shall  desig- 
nate, all  of  his,  the  said  party  of  the  second  part's,  interest  in  the  Limited 
partnership  of  The  Carnegie  Steel  Company,  Limited.  The  interest  shall 
be  assigned  freed  from  all  liens  and  encumbrances  or  contracts  of  any 
kind,  and  this  transfer  shall  at  once  terminate  all  the  interest  of  said 
party  of  the  second  part  in  and  in  connection  with  said  The  Carnegie 
Steel  Company,  Limited. 

(II)  The  request  of  the  requisite  number  of  members  and  value  of 
interests  shall  be  evidenced  by  a  writing  signed  by  them  or  their  proper 
Agents  or  Attorneys  in  Fact;  and  a  copy  thereof  shall  be  either  served 
upon  the  party  whose  interest  it  is  proposed  to  buy  or  mailed  to  him 
at  his  post-office  address;  at  least  five  (5)  days  before  the  day  fixed 
in  said  request  to   make  said  transfer  and  assignment. 

(III)  The  party  of  the  first  part  covenants  and  agrees  that  it  will 
pay  unto  the  party  so  selling  and  assigning,  the  value  of  the  interest 
assigned,  as  it  shall  appear  to  be  on  the  books  of  said  The  Carnegie  Steel 
Company,  Limited,  on  the  first  day  of  the  month  following  said  assign- 
ment. 

Said  payment  shall  be  in  manner  as  follows: 

If  the  interest  assigned  shall  not  exceed  two  (2)  per  centum  of  the 
Capital  Stock  at  par,  the  same  shall  be  paid  for  as  follows: 

One-fourth  cash  within  ninety  (90)  days  of  the  date  of  the  assign- 
ment, and -the  balance  in  two  equal  annual  payments  from  the  date  of 
the  assignment,  to  be  evidenced  by  the  notes  of  said  first  party. 

If  the  interest  assigned  shall  exceed  two  (2)  per  centum,  but  shall  not 
exceed  four  (4)  per  centum  of  the  Capital  Stock  at  par,  then  the  same 
shall  be  paid  for  as  follows:  One-fourth  cash  in  six  months  after  the 
date  of  the  assignment,  and  the  balance  in  three  equal  annual  payments 
from  the  date  of  the  assignment  to  be  evidenced  by  the  notes  of  the  said 
first  party. 

If  the  interest  assigned  shall  exceed  four  (4)  per  centum,  but  shall  not 
exceed  twenty  (20)  per  centum  of  the  Capital  Stock  at  par,  then  the 
same  shall  be  paid  for  as  follows :  One-fourth  cash  within  six  months 
after  the  date  of  the  assignment,  and  the  balance  in  five  equal  annual 
payments  from  the  date  of  the  assignment,  to  be  evidenced  by  the  notes 
of  said  first  party. 

If  the  interest  assigned  shall  exceed  twenty  (20)  per  centum  of  the 
Capital  Stock  at  par,  then  the  same  shall  be  paid  for  as  follows:  One- 
fourth  cash  within  eight  months  from  the  date  of  the  assignment,  and 
the  balance  in  ten  equal  annual  payments  from  the  date  of  the  assign- 
ment, to  be  evidenced  by  the  notes  of  said  first  party. 

All  deferred  payments  shall  bear  interest  at  six  per  centum  per  annum, 
payable  semi-annually. 

(IV)  This  agreement,  and  the  option  the  party  of  the  second  part  hereby 
gives  to  the  party  of  the  first  part,  is  hereby  declared  to  be  irrevocable, 
and  that  it  may  be  carried  out  in  good  faith,  and  notwithstanding  any 
effort  on  the  part  of  the  party  of  the  second  part  to  evade  it,  the  party 
of  the  second  part  does  hereby  appoint  the  person,  who,  at  the  time  when 


MLSCELLAXEOI^S  L\STRl\MEXT8.  2023 

he  is  called  iiiion  to  act,  is  Chainiiaa  of  the  party  of  the  first  part,  the 
Attorney  in  Fact  for  said  party  of  the  second  part,  for  him  and  in  his 
name,  place  and  stead  to  assign  and  transfer  the  said  interest  in  said 
The  Carnegie  Steel  Company,  Limited,  whenever  under  this  agreement  it 
would  be  the  duty  of  said  party  of  the  second  part  so  to  do. 

This  appointment  is  also  irrevocable;  is  coupled  with  the  interest  of 
said  party  of  the  second  part  in  said  The  Carnegie  Steel  Company, 
Limited,  and  will  justify  and  warrant  the  said  Attorney  in  Fact  to  act 
for  the  said  party  of  the  second  part  in  the  premises  just  as  efficaciously 
after  the  death  of  said  party  of  the  second  part,  or  after  said  party  of 
the  second  part  has  attempted  to  revoke  this  power  of  attorney  or  evade 
his  agreement,  as  if  said  party  of  the  second  part  wore  alive  and  living 
up  to  it  in  entire  goo^  faith. 

(V)  Death  shall  not  revoke,  alter  or  impair  any  of  the  terms  of  this 
contract,  but  ^he  first  party  shall,  after  the  death  of  the  party  of  the 
second  part,  have  the  following  time  to  elect  to  buy  his  interest  on  the 
terms  hereinbefore  set  out: 

If  the  interest  does  not  exceed  four  (4)  per  centum,  four  months. 

If  the  interest  exceeds  four  (4)  per  centum,  but  does  not  exceed  twenty 
(20)  per  centum,  eight  months. 

If  the  interest  exceeds  twenty  (20)  per  centum,  twelve  months,  and 
the  said  party  of  the  second  part  to  this  agreement  does  hereby  direct 
his  personal  representatives,  after  the  death  of  him,  the  said  party  of 
the  second  part,  to  approve,  join  in  and  perfect  any  transfer  his  said 
Attorney  in  Fact  may  make,  and  the  said  Executor  or  Executors  or 
Administrator  or  Administrators  of  the  party  of  the  second  part  shall 
carry  out  this  contract,  and  all  its  provisions,  just  as  if  said  representatives 
had  themselves  made  this  agreement. 

(VI)  This  agreement  is  hereby  declared  to  be  a  lien  and  encumbrance 
upon  the  interest  of  said  party  of  the  second  part  in  said  The  Carnegie 
Steel  Company,  Limited.  No  attempt  of  the  said  party  of  the  second 
part  voluntarily  to  sell,  pledge  or  mortgage,  and  no  proceedings  adversely 
against  the  said  party  of  the  second  part  by  execution,  process  of  law, 
or  Equity  of  any  kind,  bankruptcy  or  insolvency,  shall  in  any  way,  shape 
or  form,  affect,  impair  or  alter  this  agreement,  or  any  part  of  it,  or  take 
from  under  its  operation  the  respective  interest  of  said  party  of  the  second 
part  from  the  clog  hereof. 

Both  the  parties  hereto  agree  and  declare  that  it  is  the  settled  policy 
of  The  Carnegie  Steel  Company,  Limited,  and  of  the  party  of  the  second 
part,  in  entire  good  faith,  and  with  all  effort  on  our  part  to  carry  out 
its  true  spirit  and  meaning,  this  agreement;  being  satisfied  that  if  we 
do  so,  it  will  be  greatly  to  the  benefit  of  The  Carnegie  Steel  Company, 
Limited,  and  to  the  party  of  the  second  part  as  a  member  thereof;  and 
that  any  effort  on  the  part  of  said  party  of  the  second  part  to  evade 
any  of  the  provisions  of  the  same  will  most  properly  prove  his  unfitness 
to  be  connected  with  said  The  Carnegie  Steel  Company,  Limited. 

In  Witness  "Whereof,  the  party  of  the  first  part  has  hereunto  set  its 
common  seal,   attested  by  the  signatures  of  its   Chairman   and   Secretary, 


2024    CORPORATION  FORMS  AND  PRECEDENTS. 

and  approved  by  two  of  its  Managers;   and  the  party  of  the  second  part 
has  hereunto  set  his  hand  and  seal  the  day   and  year  first  above  given. 
[Seal]  The  Carnegie  Steel  Company,  Limited, 

Attest:  By  11.  C.  Frick,  Chairman. 

F.  T.  F.  Lovejoy,  Approved: 

Secretary,  J.  G.  A.  Leishman, 

F.  T.  F.  Lovejoy, 
Managers. 
(Then  follow  a  number  of  signatures.) 

Form  2183. 

UNITED  STATES  INTERNAL  REVENUE— RETURN  OF 
ANNUAL  NET  INCOME. 

To  Be  Filled  In  By  Collectors.  To  Be  Filled  In  By  Internal 

List  No Class Revenue  Bureau. 

District  of Assessment  List   ,   191.  . 

Date  received ,  191 . .  Page Line  

(The  penalty  for  failure  to  have  this  return  in  the  hands  of  the  collector 
of  Internal  Revenue  on  or  before  March  1  is  $1,000  to  $10,000.) 

(Section  38,  Act  of  Congress  approved  August  5,  1909.) 

MANUFACTURING  CORPORATIONS. 

Return  of  net  income  received  during  the  year  ended    31, 

191.  .,   by    ,    a   corporation,   the   principal   place   of  busi- 
ness of  which  is  located  at    (Street  and  No.),  City 

or   Town   of    ,   in   the   State   of    

1.  Total  amount  of  paid-up  capital  stock  outstanding  at  close 

of  year   $ 

2.  Total  amount  of  bonded  and  other  indebtedness  outstand- 

ing at  close  of  year   $ 

3.  Gross   income    (see    Note   A)    $ 

DEDUCTIONS. 

4.  Total  amount  of  all  the  ordinary  and  necessary 

expenses  of  maintenance  and  operation  of 
the  business  and  properties  of  the  corporation 
exclusive  of  interest  payments.     (See  Note  B)     $ 

5.  (a)      Total  amount   of   losses   sustained   January 

1  to  December  31  not  compensated  by  insur- 
ance   or    otherwise     $ 

(b)     Total    amount    of    depreciation    January    1 

to   December   31    $ 

6.  Total    amount    of    interest    paid    January    1    to 

December  31  on  an  amount  of  bonded  and 
other  indebtedness  not  exceeding  the  amount 
of  paid-up  capital  stock  outstanding  at  the 
close  of  the  year    $ 

7.  (a)     Total   taxes   paid   January    1   to   December 

31   imposed   under   authority   of   the   United 

States  or  any  State  or  Territory  thereof. ...     $ 

(b)     Foreign  taxes  paid   $ 


MISCELLANEOUS  LNSTRUMENTS.  2025 

8.  Amount  received  by  way  of  dividends  upon  stock 

of  other  corporations,  joint-stock  companies, 
associations,  and  insurance  companies  subject 

to    this    tax    $ 

Total  Deductions  (see  Note  B) $ 

9.  Net  I  ncome   $ 

10.  Sjjecific  deduction  from  net  income  allowed  by  law $5,000.00 

11.  Amount  on  which  tax  at   1  per  centum   is  to  be 

calculated  for  assessment   $ 

State  of ,  County  of ,  to  wit : 

,   President,   and    ,    Treasurer, 

of  the  corporation,  whose  return  of  annual  net  in- 
come is  set  forth  above,  being  severally  duly  sworn,  each  for  himself, 
deposes  and  says  that  the  foregoing  report  and  the  several  items  therein 
set  forth  are,  to  his  best  knowledge  and  belief  and  from  such  information 
as  he  has  been  able  to  obtain,  true  and  correct  in  each  and  every  particular; 
that  the  amount  of  gross  income  therein  set  forth  is  the  full  amount  of 
gross  income,  without  any  deduction  whatsoever,  received  from  all  sources 
by  the  said  corporation  during  the  year  stated,  and  that  the  net  income 
therein  set  forth  is  the  full  amount  by  which  to  measure  the  tax  at  1 
p)er  centum  for  assessment. 

•    President. 

Treasurer. 

Sworn  and  subscribed  to  before   me  this    day   of 

,    191.. 

[Seal  of  oflicer  taking  affidavit.]        , 

> 

(Official    capacity.) 

Note  A — The  gross  income  received  during  the  year  from  all  sources 
shall  in  the  case  of  a  manufacturing  corporation  consist  of  the  total 
amount  ascertained  through  an  accounting  that  shows  the  difference  be- 
tween the  price  received  for  the  goods  as  sold  and  the  cost  of  such  goods 
as  manufactured.  The  cost  of  goods  manufactured  shall  be  ascertained 
by  an  addition  of  a  charge  to  the  account  of  the  cost  of  goods  as 
manufactured  during  the  year,  of  the  sum  of  the  inventory  at  beginning 
of  the  year  and  a  credit  to  the  account  of  the  sum  of  the  inventory  at 
the  end  of  the  year.  To  this  amount  should  be  added  all  items  of  income 
received  during  the  year  from  other  sources,  including  dividends  received 
on  stock  of  other  corporations,  joint-stock  companies,  and  associations 
subject  to  this  tax.  In  the  determination  of  the  cost  of  goods  manufac- 
tured and  sold  as  aV)ove  such  cost  shall  comprehend  all  charges  for  main- 
tenance and  operation  of  manufacturing  plant,  but  shall  not  embrace 
allowances  for  depreciation  or  losses,  which  items  shall  be  taken  account  of 
under  the  proper  heading  above  as  a  deduction. 

Note  B — The  deductions  authorized  shall  include  all  expense  items 
under  the  various  heads  acknowledged  as  liabilities  by  the  corporation 
making  the  return  and  entered  on  its  books  from  January  1  to  December  31. 
Amounts  of  income  expended  in  paying  dividends  on  stock,  preferred  or 
conmion,  or  in  making  permanent  improvements,  in  betterments,  etc..  or 
in  any  way  transferred  to  cajiital  account,  are  not  proper  deductions  in 
ascertaining  annual  net  income.  Interest  paid  on  mortgage  indebtedness 
on  real  estate  acquired  by  a  corporation  may  be  dediicted  in  Item  4.  if  the 
mortgage  remains  a  lien  on  the  property  and  the  debt  is  noi   assumed  by 


2026     CORPORATION  FORMS  i\Nl)  PRECEDENTS. 

the   corporation.      The    amount    so   paid   and   included   in    Item    4    should, 
however,  be  separately  stated  under  Item  4. 

Note  C — This  form,  properly  tilled  out  and  executed,  must  be  in  the 
hands  of  the  collector  of  internal  revenue  for  the  district,  in  which  is 
located  the  principal  business  office  of  the  corporation  making  the  return, 
on  or  before  Alarch  1.  For  failure  to  comply  with  this  provision  of  the 
law,  the  amount  of  the  assessment  is  increased  50  per  cent,  and  liability 
to  a  specific  i)enalty  of  from  $1,000  to  $10,000  is  incurred. 

INSTRUCTIONS. 

1 — This  return  should  be  filed  with  the  collector  as  soon  as  possible  after 
the  1st  day  of  January  of  each  year. 

2 — This  return  must  be  properly  filled  out  and  verified  and  be  in  the 
hands  of  the  collector  on  or  before  the  1st  day  of  March.  The  penalty 
for  failure  to  make  the  required  return  within  the  time  specified  by  law 
is  one  (1)  to  ten  (10)  thousand  dollars.  The  assessment  against  delin- 
quent corporations  wilLalso  be  increased  50  per  cent,  of  the  amount  of  the 
tax  found  due. 

3 — Every  corporation,  joint  stock  company,  or  association  not  specifically 
enumerated  in  section  38  of  the  act  of  August  5,  1909,  as  exempt,  and 
every  insurance  company,  shall  make  the  return  required  by  law,  regardless 
of  the  amount  of  its  net  income  whether  above  or  below  $5,000.  (T.  D. 
1774.) 

4 — The  return  should  be  made  on  the  prescribed  form  and  must  be  for 
the  calendar  year. 

5 — The  return  of  each  corporation  must  be  verified  by  two  different 
persons,  officers  of  the  corporation,  viz.,  by  its  president,  vice  president, 
or  other  principal  officer,  and  its  treasurer  or  assistant  treasurer,  or  chief 
financial  officer. 

6 — The  seal  of  the  attesting  officer  should  be  impressed  on  the  return 
in  the  space  reserved  for  such  purpose.  Affidavits  should  be  made  before 
a  notary  public  or  other  officer  using  a  seal  authorized  to  administer  oaths. 
Tf  before  a  justice  of  the  peace,  a  certificate  of  the  clerk  of  the  court  as 
to  his  authority  should  be  attached  to  the  return. 

7 — The  return,  properly  executed,  must  be  filed  with  the  collector  of 
internal  revenue  for  the  district  in  which  the  principal  place  of  business 
of  the  corporation,  etc.,  is  located;  that  is,  where  the  books  are  kept  from 
which  the  data  shown  on  the  return  is  obtained. 

8 — If  an  extension  of  time,  not  exceeding  30  days  from  March  1,  is 
necessitated  by  reason  of  the  illness  or  absence  of  an  officer  required  to 
make  the  return,  application  to  the  collector  for  such  extension  of  time 
must  be  made  on  or  before  March  1,  or  within  the  period  for  which  such 
extension  is  desired.  No  extension  of  time  can  be  granted  on  an  appli- 
cation filed  subsequent  to  March  31,  or  to  cover  a  period  later  than  that 
date. 

9 — Eeturns  should  not   be   made   in   duplicate. 

10 — Item  No.  1  should  not  include  unissued  or  treasury  stock. 

11 — Item  No.  2  should  include  all  interest-bearing  indebtedness.  In  the 
case  of  banking  corporations,  deposits  should  not  be  reported  as  indebt- 
edness. 

12 — The  amount  claimed  under  Item  5b  for  depreciation  should  be  such 
as  measures  the  decline  during  the  year  in  the  value  of  buildings,  ma- 
chinery, and  such  other  property  as  is  subject  to  depreciation  on  account  of 
exhaustion,  wear  and  tear,  and  obsolescence,  and  should  not  cover  changes 
in  value  of  stocks  and  Ijonds.  The  change  in  value  of  stocks  and  bonds 
is  properly  taken    up  in  the  inventories. 

13 — Depreciation,  to  be  allowed,  must  he  the  amount  estimated  to  hfn  ■ 
been  actually  sustained  during  the  year  and  must  be  charged  on  the  books 
of  the  corporation  against  the  value  of  the  property  in  wliicli  \h?  depre- 
ciation occurred.  Where  depreciation  is  made  good  by  re])airs,  etc.,  and 
the  expense  of  such  repairs,  etc.,  is  charged  to  the  general  expense  account, 
no  deduction  for  depreciation  can  be  made  in  the  return  of  annual  net 
income. 


MISCELLANEOUS  LXSTRUMENTS.  2027 

14 — The  amount  of  interest  paid  on  indebtedness  must  be  limite<l  to  th.' 
interest  actually  paid  on  an  amount  of  indebtedness  not  in  fxcfss  ot  th<> 
paid-up  capital  stock  outstandiujj  at   the  close  of  the  year. 

15 — Dividends  declared  or  paid  are  not  deductible. 

10 — The  K'^s**  income  of  mercantile  corporations  should  be  ascertaine  1 
in  the  following  manner:  From  the  sum  of  the  total  sales  durinjj  the 
year  plus  the  amount  of  the  inventory  at  the  end  of  the  year  deduct  the 
sum  of  the  inventory  at  the  beginning  of  the  year  plus  the  cost  of  goods 
and  materials  purchased  during  the  year.  To  this  difference  add  the 
income  received  from  any  other  source,  and  the  result  will  be  the  gro.«s 
income  to  be  reported  under  Item  No.  3  of  the  return. 

17 — The  gross  income  of  manufacturing  corporations  sh<(uld  be  ascer- 
tained a.s  in  No.  16,  except  that  the  cost  of  marufacture  should  be  included 
in  the  deduction  to  be  made  from  the  sum  of  the  sales  made  during  the 
year  and  the  inventory  at  the  end  of  the  year. 

For  further  instructions  see  Regulations  No.  31,  containing  the  law  and 
regulations,  and  Treasury  Decision  No.  1742,  containing  official  rulings, 
copies  of  which  will  be  furnished  upon  application  to  the  collector  of  the 
district  in-  which  the  corporation  desiring  same  has  its  principal  place  of 
business. 

Form  2184. 

ANNUAL  REPORT  TO  STOCKHOLDERS 
OF  A  CORPORATION. 

Eeport  of  The  American  Bunk  Note  Company  for  the  fiscal  year  ending 
December   31st,   1912. 
To  the  stockholders  of  The  American  Bank  Note  Company: 

Tour  Directors  submit  herewith  their  Annual  Report  and  Statement  of 
Accounts  for  the  year  1912. 

SHARE  CAPITAL. 

The  Capital  Stock  issued  and  outstanding  is: 

Common    Stock    $4,496,737.50 

Preferred  Stock,  6%  Cumulative 4,496,737.50 

Total     $8,993,475.00 

The  Authorized  Capital  Stock  is: 

Common  Stock   $  5,000,000 

Preferred  Stock,  6%  Cumulative   5,000,000 

Total  Authorized  Capital  Stock   $10,000,000 

We  are  now  entering  the  one  hundred  and  eighteenth  year  of  a  continu- 
ous business  existence,  which  began  during  the  first  administration  of 
George  Washington   as  President   of  the  United   States. 

From  a  small  beginning,  local  in  character,  the  business  gradually  wid- 
ened in  scope,  until,  today,  we  occupy  an  international  position  probably 
unique  in   the  history   of  American   industries. 

Persistent  efforts  have  been  made  of  late  to  give  the  public  the  false 
impression  that  our  business  depends  principally,  if  not  wholly,  upon  securi- 
ties listed   on  the  New  York  market. 

In  our  vaults  are  stored  the  dies,  rolls  and  plates  from  which  have  been 
printed  the  greater  part  of  the  world's  currency  and  securities,  a  trustee- 
ship involving,  to  the  highest  degree,  the  questions  of  responsibility  and 
permanency. 


2028    CORPORATION  FORMS  AND  PRECEDENTS. 

Tho  business  of  the  Company  may  be  divided  into  three  classes. 

The  largest  and  most  important  is  the  engraving  and  printing  of  paper 
currency,  securities,  postage  and  revenue  stamps,  and  various  other  revenue- 
producing  forms  in  the  production  of  which  absolute  security  is  the  pri- 
mary basic  requisite. 

A  commercial  business,  both  steel  and  lithographic,  producing  checks, 
drafts,  and  all  forms  of  stationer}-. 

A  complete  typographic  plant  for  the  production  of  catalogues,  folders, 
tickets  and  all  forms  of  advertising  matter,  including  a  highly  perfected 
map  department  for  the  manufacture  of  maps  of  all  kinds. 

The  American  Bank  Note  Company  has  supplied  securities  for  over  thirty 
of  the  world's  governments,  covering  51%  of  the  world's  area,  and  81% 
of  the  world  "s  population. 

Of  the  world 's  population,  554,000,000  use  the  dollar  as  a  unit,  and  of 
these  4.38,000,000,  or  78%,  use  currency  bearing  our  imprint. 

That  we,  when  necessary,  can  act  as  an  auxiliary  bureau  for  the  United 
States  Government  is  shown  by  the  fact  that  during  the  past  two  years  we 
have  furnished  Postal  Savings  Certificates  to  the  Post  Office  Department 
to  the  face  value  of  $199,000,000. 

After  a  most  exhaustive  investigation,  your  Company  was  selected  by 
the  Manchu  Government  to  prepare  the  first  notes  issued  by  the  Chinese 
Government  in  a  period  of  over  four  hundred  years,  and  the  sudden  change 
from  an  empire  to  a  republic  in  no  way  disturbed  the  confidence  that  this 
great  Eastern  Nation  reposed  in  us. 

The  general  trade  conditions  during  1912  can  hardly  be  said  to  have 
been  favorable,  due  largely  to  the  general  unrest  throughout  the  world 
and  the  unsettled  political  conditions  in  many  lands.  A  constant  refining 
of  our  organization,  close  study  of  manufacturing  and  sale  conditions  have 
enabled  us,  however,  largely  to  offset  these  adverse  influences. 

The  Canadian  plant  is  being  further  enlarged  so  as  to  be  in  condition  to 
successfully  cope  with  the  remarkable  growth  of  that  country.  This  plant 
is  managed  as  an  independent  national  plant,  and  is  entirely  Canadian  in 
character  and  feeling. 

Within  a  short  time  it  will  be  necessary  to  increase  the  capacity  of  our 
Western  Branch. 

The  general  condition  of  our  business  throughout  the  world  reflects  a 
capable  salts  organization,  and  great  attention  is  constantly  given  to  this 
most  important  part  of  our  duties. 

The  character  of  the  personnel  and  the  training  of  the  proper  under- 
studies is  with  us  a  matter  of  vital  importance,  and  receives  much  thought 
and  attention. 

The  most  important  part  of  our  business  is  unquestionably  our  Security 
Department,  and  this  is  not  only  steadily  increasing  in  capacity,  but  the 
natural  develojiment  of  this  branch  will  doubtless  compel  a  material  in- 
crease in  our  equipment  during  1913,  notwithstanding  the  large  factory  pro- 
vided in  the  initial  installation. 

Tho  new  plant  has  made  possiVjle  the  effecting  of  many  improvements 
in  factory  practice,  which,  under  former  conditions,  were  impossible,  and 
your  Directors  take  this  opportunity  to  express  their  appreciation  of  the 
loyal  co-operation  and  efficient  service  of  the  organization. 

For  sanitary  and  hygienic  reasons,  it  was  deemed  advisable  to  move  the 


MISCELLANEOUS  TXSTRUMEXTR.  2029 

laundry  into  a  separate  building,  also  to  build  a  new  hardening  plant  on 
the  roof  of  Building  "A"  to  better  ventilate  and  dispose  of  the  dangerous 
fumes. 

Tho  restaurant,  now  located  on  the  top  floor  of  Building  "A,"  is  tempo- 
rary quarters,  and  this  space  will  soon  be  required  in  the  extension  of  th« 
engraving  department.  We  are,  therefore,  considering  the  question  of  a 
separate  building,  for  tho  general  purposes  of  the  Welfare  Department, 
which  will  contain  the  restaurant.  This  department,  which  was  started 
over  a  year  ago  and  plays  an  inijiortant  role,  and  a  few  facts  regarding  it 
may  be  of  interest  to  our  stockholders. 

A  lunch  room  for  women  was  opened  November  2d,  1911,  with  an  attend- 
ance of  375  persona.  The  average  daily  attendance  is  now  502.  The  total 
number  of  individual  meals  served  since  its  opening  has  been  143,204, 
and  the  average  amount  paid  per  meal,  eight  cents.  Special  attention  has 
been  given  to  supplying  nourishment  and  substantial  food,  and  the  result 
upon  tho  health  and  efficiency  of  our  employes  has  been,  very  noticeable. 

The  Company  also  maintains  a  well  appointed  and  equipped  hospital, 
in  charge  of  a  graduate  nurse,  and  is  visited  daily  by  a  competent  phy- 
sician. During  the  past  year  1,002  employes  availed  themselves  of  these 
advantages,  which  were  free. 

In  July,  1912,  a  medical  examination  preliminary  to  application  for 
position  was  inaugurated,  and  the  wisdom  of  this  action  has  already  been 
many  times  proved. 

The  Welfare  Department  is  also  in  touch  with  ten  hospitals  and  sani- 
tariums, several  well  known  specialists,  both  medical  and  surgical,  and  a 
number  of  organizations,  which  are  helpful  in  times  of  illness  and  convales- 
cence. It  is  in  close  touch  with  tho  Nurses'  Settlement,  and  can  call  on 
this  body 'for  aid  at  short  notice. 

A  New  York  Public  Traveling  Library  of  about  800  books  has  been 
installed  in  the  oflSce  of  the  Welfare  Department,  without  cost  to  the 
Company.  All  employes  have  access  to  the  book  shelves  and  may  also 
order  any  special  book  desired.  The  average  monthly  circulation  is  about 
400,  and  the  total  number  of  books  drawn  from  the  library  in  six  months 
was  2,529.     There  are  377  members. 

The  Vacation  Savings  Fund,  a  method  of  saving  small  amounts,  built  on 
the  lines  of  the  Penny  Provident  Savings  system,  was  introduced  a  year 
ago.  There  are  now  152  depositors  among  the  girls,  and  during  the  past 
year  $1,196.27  has  been  deposited. 

The  Welfare  Department  is  interested  in  safety  guards  for  machinery 
and  all  matters  that  make  for  efficiency  through  health  and  sanitation. 

All  real  estate  of  the  Company  continues  free  from  mortgage.  The 
Trinity  Place  property  remains  unsold  and  is  carried  on  our  books  at  its 
tax  assessment  value. 

EELIEF  FUND. 

There  has  been  paid  out  in  pensions  and  relief  during  the  past  year  the 
sum  of  $29,368.26,  and  we  have  set  aside  $30,000  for  that  fund  for  the 
coming  year. 


2030    CORPORATION  FORMS  AND  PRECEDENTS. 

FIRE  INSURANCE. 

To  the  fund  segregated  for  this  purpose  we  have  added  $10,000,  \vhich, 
together  with  the  interest  received  from  deposits,  makes  the  total  amounts 
set  aside,  $88,575.48. 

DIVIDENDS. 
During  1912  the  following  dividends  were  declared: 

Payable  Preferred 

Apr.     1,  1912 $67,434.75 

July     1,  1912 67,434.75 

Oct.      1,  1912 67,434.75 

Jan.     2,  1913 67,434.75     $269,739.00 

Common 

Feb.  15,  1912 $44,957.00 

May  15,  1912 44,957.00 

Aug.  15,  1912 67,435.50 

Nov.    15,    1912 67,435.50       224,785.00 


$494,524.00 
WORK  IN  PROGRESS. 
There  has  been  a  gain  in  this  item  of  $76,863.18,  which  as  usual  is  figured 
at  factory  cost.  . 

TREASURER'S  REPORT. 

The  statement  of  the  Treasurer,  including  the  balance  sheet  and  profit 
and,  loss  account,  as  prepared  and  certified  by  the  Auditors,  is  submitted 
herewith  and  made  a  part  hereof. 

RELATION  OF  THE  AMERICAN  BANK  NOTE  COMPANY  TO  THE 
NEW  YORK  STOCK  EXCHANGE. 
In  view  of  the  false  statements,  which  have  been  made  from  time  to 
time,  and  which  have  been  reiterated  during  the  past  year,  the  Board  of 
Directors  deems  it  desirable  that  a  plain  statement  of  fact  with  reference 
to  the  relation  of  the  business  of  the  Company  to  the  New  York  Stock 
Exchange  be  placed  before  you  at  this  time. 

An  erroneous  impression  prevails  in  some  quarters  as  to  the  importance 
of  this  branch  of  the  Company's  output.  The  proportion  of  the  Com- 
pany's business  which  has  consisted  of  work  listed  on  the  Stock  Exchange 
during  the  past  five  years  has  averaged  but  8.7%  of  the  total  volume. 

The  statements  made  at  various  times  to  the  effect  that  the  Exchange, 
or  its  officers  or  members  have  a  controlling  or  any  considerable  interest 
in  the  American  Bank  Note  Company  are  untrue.  The  following  facts  with 
reference  to  holdings  of  your  Company's  stock  are  significant. 

As  appears  elsewhere  in  this  report,  the  total  issued  Capital  Stock  of 
your  Company  consists  of  179,827  shares,  of  the  par  value  of  $50  each. 
This  Stock  is  dividend  among  1,281  Stockholders.  Of  this  total  number 
of  Stockholders: 

103  are  Estates,  holding 18,130  shares 

655  are  Women,  holding 61,330  shares 

506  are  Men,  holding 95,707  shares 

17  are  Firms,  holding 4,660  shares 

But  six  members  of  the  New  York  Stock  Exchange  are  Stockholders  in 


MISCELLANEOUS  INSTRUMENTS.  2031 

the  Company,  aud  they  hold  a  total  of  1,840  shares,  which  it  will  be  seen 
is  barely  1  3/100%  of  the  total  Caxtital  Stock  of  the  Company. 

In  addition  to  the  six  individual  members  of  the  Exchange  who  are 
Stockholders  in  the  American  Bank  Note  Company,  there  are  twelve  Stock 
Exchange  brokerage  houses  who  hold  4,986  shares  of  stock.  Whether  the 
Stock  standing  in  the  names  of  these  houses  is  their  property,  or  is  car- 
ried for  customers,  we  do  not  know. 

The  4,986  shares  so  held  is  approximately  3%  pf  the  Company's  out- 
standing Stock.  The  New  York  Stock  Exchange  has  1,100  meml>ers.  From 
the  foregoing  statement  it  will  be  seen  that  but  1  3/5%  of  the  membership 
of  the  Exchange  are  individually,  or  through  their  firms,  holders  of  stock 
of  the  Company,  and  that  all  such  firms  and  individuals  hold  a  total  of 
but  4%  of  the  Company's  Stock. 

No  officer  or  member  of  the  Board  of  Governors  or  of  the  Stock  List 
Committee  of  the  New  York  Stock  Exchange  holds  any  Stock  in  the  Ameri- 
can Bank  Note  Company. 

Outside  of  the  eligible  foreign  concerns,  there  are  three  companies  in 
this  country  the  work  of  which  may  be  listed  on  the  New  York  Stock 
Exchange. 

The  basic  qualifications  for  listing,  as  cited  in  the  recent  brief  of  the 
New  York  Stock  Exchange,  include:  "Financial  responsibility,  character 
of  direction  and  management,  general  features  and  quality  of  workmanship, 
general  methods  of  business. ' ' 

Whatever  advantage  over  its  competitors  the  American  Bank  Note  Com- 
pany may  enjoy  is  due  to  the  fact  that  its  ability  to  produce  and  safeguard 
is  supplemented  by  a  century  of  integrity  and  inviolability. 

Consistent  with  the  spirit  of  the  times,  the  American  Bank  Note  Com- 
pany is  not  interested  financially,  or  otherwise,  in  any  other  Bank  Note  Com- 
pany in  the  Western  Hemisphere,  nor  is  the  American  Bank  Note  Company  a 
party  to  any  pools,  agreements  or  understandings  with  any  other  company  or 
the  New  York  Stock  Exchange. 

Warren  L.  Green,    President. 

Corporate  by-laws  frequently  provide  that  the  president  or  board  of  di- 
rectors of  the  corporation  shall  make  to  its  stockholders  an  annual  report 
in  reference  to  its  financial  condition  and  the  status  of  its  business  affairs. 
Such  reports  will  necessarily  vary  in  each  instance.  The  above  form  and 
that  next  following  will  serve  to  give  a  general  idea  of  the  manner  in  which 
such  reports  are  framed. 

See  for  liabilitv  a  corporation  for  misrepresentations  in  a  report,  Cook  on 
Corporations,  §§144.  352,  353;  Clark  &  M.,  Corp.,  §§745,  833b  (4);  Krisch 
V.   Interstate  Fisheries  Co.,  39  Wash.   381. 

Form  2185. 
ANNUAL  REPORT  TO  STOCKHOLDERS— (ANOTHER 

FORM). 

The  United  Gas  Improvement  Company,  31st  Annual  Report  for  fiscal  year 
ended  December  31st,  1912. 

Philadelphia,  May  5th,  1913. 
To  the  Stockholders  of  The  United  Gas  Improvement  Company: 

The  President  and  Board  of  Directors  herewith  submit  their  report  for 
the  fiscal  year  ended  December  31,  1912. 

The  Net  Profits  for  the  year,  as  shown  in  detail  in  the  Treasurer's  state- 


2032     CORPUKATiOiN  FOKMS  AND  PRECEDENTS. 

ment,  which  follows,  were  $7,524,691.31  (a  gain  of  $301,199.32  over  the 
previous  year),  of  which  $4,440,236.00  were  divided  among  the  shareholders, 
$774,500.00  invested  in  sinking  funds  created  during  the  year  1908  to  retire 
at  the  end  of  the  lease  the  investment  in  The  Philadelphia  Gas  Works  and 
$2,309,955.31  carried  to  Undivided  Profit  Account. 

The  comparison  of  sales  for  1912  with  1911  is  as  follows: 

City   of    Philadelphia 6.37  per  cent,  increase. 

Properties  outside  of  Philadelphia: 

Manufactured    Gas    7.15  per  cent,  increase. 

Natural   Gas    14.94  per  cent,  decrease. 

Electric    14.16  per  cent,  increase. 

TReASUKER'S  STATEMENT. 
Profit  and  Loss  Account  for  Fiscal  Year  Ended  December  31,  1912. 

Earnings. 
From   Leased    Works   and    from   Investments   in 

Stocks  and  Bonds $8,347,310.14 

From   Construction   Contracts 18,252.45 

From    Interest    206,207.16 

From  Sale  of  Storeroom  Material 7,569.92 

From  Rental  of  Broad  and  Tasker  Streets  Office.  .  1,600.00 

From  Rental  of  Front  and  Norris  Streets  Office.  .  923.57 

From  Rental  of  Offices  in  Building,  Broad  and 
Arch  Streets,  to  Companies  in  which  this 
Company  is  a  shareholder 33,206.81 

Total  Earnings $8,61.5,070.05 

Expenses. 

Laboratory    $  32,002.69 

Department  of  Tests 19,390.69 

Registration   of   Stock 1,500.00 

Cost    of    Restaurant,    Broad    and    Arch    Streets, 

over  Receipts  for  Meals 12,058.13 

Rental  of  Safe  Deposit  Boxes 1,686,65 

Construction  Department   Storeroom 2,717.95 

Litigation,  Retainers,  Lawyers'  Fees,  etc 18,887.61 

Operating    Telephone    Service 4,995.81 

Due  to  Trade  Organizations 2,692.00 

Advertising  in  Trade  Journals 1,610.31 

Special   Advertising 5,731.52 

Office   Furniture    8,725.55 

Cost    of    Operating    Building,    Broad    and    Arch 

Streets     56,058.29 

Salaries  and  Traveling  Expenses 496,365.66 

Office    Supplies 17,690.28 

General   Expenses 29,095.59 

Taxes,  State  and  Federal ., 378,759.75 

Insurance,  Taxes  and  Maintenance  of  Broad  and 

Tasker  Streets  Office 291.49 


MISCELLANEOUS  INSTRUMENTS.  2038 

Insurance,  Taxes  and  Maintenance  of  Front  and 

Norris  Streets  Office   $  118.77 

Total    Expenses    $1,090,378.74 

Net   Profits   for   Year    1912 $7,524,691.31 

Dividends  paid  in  1912: 

January    1.5th $1,110,0.59.00 

April    15th 1,110,059.00 

July   15th 1,110.059.00 

October   15th 1,110,0.59.00 

$4,440,236.00 
Sinking  Funds  created  during  year  1908  to  retire 

investment   in   Philadelphia  Gas   Works 774,500.00 

.$5,214,736.00 

Balance  to  Undivided  Profit  Account 2,309,955.31 

$7,524,691.31 

In  comparison  with  the  previous  year  this  may  be  summarized  as  follows: 

1911.  1912.  Increase. 

Earnings    $8,308,348.05         $8,615,070.05         $306,722.00 

Expenses    1,084,856.06  1.090,378.74  5,522.68 

Net    Profits    $7,223,491.99         $7,.524,691.31         $301,199.32 

Di\ndends     $4,440,236.00         $4,440,236.00  

Sinking  Fund   740,500.00     "  774,500.00         $  34,000.00 

To   Undivided   Profit   Account  2,042,755.99  2,309,955.31  267,199.32 

$7,223,491.99         $7,524,691.31         $301,199.32 

Per  Cent,  of  Net  Profits  on 

Capital  Stock 13.01  1.^.56  

STATEMENT  OF  ASSETS  AND  LIABILITIES 
DECEMBER  31,  1912. 

Assets. 

Gas,  Electric,  Welsbach  and  other  properties  at 

cost    $69,679,587.41 

Uncompleted  Construction  Contracts 18,142.03 

Real  Estate,  Philadelphia  and  elsewhere 1,014,084.57 

Cash    5,792,770.89 

Accounts  and  Bills  Receivable 973,141.45 

Coupons  and  Guaranteed  Dividends  (Accrued,  but 

not  yet  due) 796,970.59 

Storeroom    Material 122,869.12 

Sinking  Fund  Securities 2,805,000.00 

Total    $81,202,566.06 


2034     CORPORATION  FORMS  AND  PRECEDENTS. 

Liabilities. 

Capital  Stock $55,502,950.00 

Taxes   (Accrued,  but  not  due) 350,000.00 

Accounts  Payable   (Due  Companies  in   which  we 

are  shareholders    304,730.22 

Sundry   Creditors    113,156.69 

Undivided    Profits,     December    31, 

1911  $22,621,773.84 

Undivided  Profits  of   Year   1912..      2,309,955.31 

Undivided     Profits,    December     31, 

1912,  invested  as  above 24,931,729.15 

Total    $81,202,566.06 

The  Stocks  and  Bonds  belonging  to  the  Company  have  been  counted  by 
a  committee  of  the  Board  of  Directors,  whose  report  is  as  follows: 

"Philadelphia,  February  27th,  1913. 
Mr.  Samuel  T.  Bodine,  President, 

The  United  Gas  Improvement  Company. 
Dear  Sir: — Pursuant  to  a  resolution  adopted  by  the  Board  of  Directors 
on  February  13th,  1913,  we  have  counted  all  of  the  Stocks  and  Bonds  owned 
by  The   United  Gas  Improvement  Company  and  found   the  same  to  agree 
with  the  amount  stated  in  the  books  of  the  Company. 

We  have  attested,  in  writing,  detailed  lists  of  said  Stocks  and  Bonds  and 
have  filed  the  same  with  the  Treasurer. 

Very    truly    yours, 
Eudulph  Ellis, 
William   Wood, 
Morris    L.    Clothier, 
E.  B.  Morris." 
The  estimated   expenditures   for   1913,   for  extensions   and   improvements 
by  the  various  leased  works  and  companies  in  which  we  own  a  majority  of 
the  stock,  aggregate  $4,350,421.00,  of  which  $1,136,412.00  will  be  expended 
on  the  Philadelphia  Gas  Works.     Provision   has  been   made  to  meet  these 
requirements. 

The  President  and  Board  of  Directors  desire  to  express  their  apprecia- 
tion of  the  efficiency  and  fidelity  of  the  employees  of  The  United  Gas 
Improvement  Company  and  of  all  the  Companies  in  which  this  Company  is 
a  shareholder. 

By  order  of  the  Board  of  Directors, 

Samuel  T.  Bodine, 

President. 


MISCELLANEOUS  INSTRUMENTS.  2035 

Form  2186. 

PLAN  FOR  ACQUISITION  BY  A  CORPORATION  OF  ALL 

THE  STOCKS  OF  OTHER  CORPORATIONS. 

Plan  for  Acquiioiiioiit  by  Cuniiiionwcalth  i'uucr  Uailwuy  au<i  Light  Com- 
pany of  Union  Kailway  Gas  and  Electric  Company,  Springfield  (Ohio) 
Light  Company,  and  Michigan  Railways  Company. 

To  the  Stockholders  of  Commonwealth  rower  Railway  and  Light  Company, 

Union   Railway   Cas  and    Electric   Company,   Sjiringfield    (Ohio)    Light 

Company,  and  .Michigan  Railways  Company:  — 

At  a  meeting  of  lioard  of  Directors  of  the  Commonwealth  Power  Railway 

and  Light  Conqjany  held  April  15,  1913,  a  contract  was  authorized  and  since 

executed  with  Hodenpyl,  Hardy  &  Co.,  E.  W.  Clark  &  Co.  and  W.  A.  Foote 

providing  for   the   acquisition   by   the   Commonwealth   Company   of  all   the 

preferred    and   common    stocks    of    the   Union    Railway   Gas    and    Electric 

Comj)any,  Springfield    (Ohio)   Light  Company  and  all  the  common  stock  of 

the  Michigan  Railways  Company. 

Under  this  contract  the  Conmionwealth  Company  agrees  to  issue  and 
deliver 

.$  7,500,000.     Five  Year  Six  Per  Cent.  Convertible  Bonds, 
10,000,000.     Preferred  Stock,  and 

9,000,000.     Common  Stock  ($3,500,000  presently,  $2,500,000  May  1,  1915, 
and  $3,000,000  May  1,  1916) 
in  acquisition   of 

$  5,250,000.     Preferred   Stock  Union   Railway-  Gas  and  Electric   Company, 
6,000,000.     Common    Stock   Union    Railway   Gas   and    Electric    Company, 
500,000.     Preferred  Stock  Springfield   (Ohio)   Light  Company, 
500,000.     Common    Stock   Springfield    (Ohio)    Light   Company, 
10,000,000.     Common  Stock  ^lichigan  Railways  Company,  and 
7,125,000.     Cash. 

This  contract  provides  that  it  shall  not  be  binding  until  approved  by  the 
stockholders  of  the  Commonwealth  Company,  and  a  meeting  for  that  pur- 
pose has  been  called  to  be  held  May  15,  1913,  for  which  meeting  transfer 
books  will  close  May  5th. 

To  carry  out  the  provisions  of  contract  above  referred  to,  the  undersigned 
submit  the  following 

PLAN. 

C.\PITALIZATION'. 

After  issue  of  the  additional  securities  as  above,  the  outstanding  capital- 
ization of  the  Commonwealth  Power  Railway  and  TJght  Company  will  be  as 
follows: 

Five  Year  Six  Per  Cent.  Convertible  Bonds $  7,500,000 

Preferred  Stock,  Six  Per  Cent.  Cumulative 16,000.000 

Common  Stock   15,500,000 

"      To  be  issued  May  1,  1915 2,500,000 

' '      To  be  issued  INIay  1,  1916 3,000.000 

E.MJNINGS. 

The  combined  earnings  of  the  above  companies  for  the  twelve  months 
ended  March  31,  1913,  were: 


2036    CORPORATION  FORMS  AND  PRECEDENTS. 

Gross  Earnings    $13,184,795.84 

Operating  Expenses,  including  taxes 7,652,543.34 

Net    Earnings   from   operation $5,532,252.50 

Interest  on  $55,802,211  *  Bonds  and 

Kotes  of  subsidiary  companies  qutstanding  $2,519,928.57 
Dividends  on  $11,464,900*  Preferred 

Stock  of  subsidiary  companies  outstanding       585,390.00 
Other   Deductions    77,798.81        3,183,117.38 


Balance   $2,349,135.12 

■which  earnings,  applied  to  the  new  capitalization  without  taking  any  credit 
for  interest  on  additional  cash  working  capital  provided  under  this  Plan,  show 
interest  on  the  convertible  bonds  earned  more  than  five  times,  and  after  the 
payment  of  such  interest  substantially  twice  the  dividends  on  the  preferred 
stock  and  a  balance  available  for  replacements  and  dividends  on  the  com- 
mon stock  equal  to  6  per  cent,  on  the  amount  of  common  stock  outstanding. 
The  estimates  for  the  calendar  year  1913  show  that  the  balance  available 
for  such  purposes  will  be  equal  to  at  least  8  per  cent,  on  the  common  stock 
and  for  the  calendar  year  1915  with  the  first  full  year's  operation  of  new 
railways  now  building  and  contemplated  to  be  built  at  least  10  per  cent, 
on  the  $18,000,000  of  common  stock  which  will  then  be  issued  and  outstand- 
ing. The  carrying  out  of  this  plan  will  cause  no  change  in  the  dividend 
policy  heretofore  followed. 

Exchange  Offering. 

Holders  of  stock  in  the  Commonwealth,  Union,  Springfield,  and  Michigan 
Eailways  Companies  are  invited  to  deposit  such  stock  under  this  Plan  and 
to  receive  Interim  Eeceipts  calling  for  the  delivery  of  Preferred  and  Com- 
mon Stocks  of  the  Commonwealth  Power  Eailway  and  Light  Company  as 
follows: 

To  holders  of  preferred  stock  of  Commonwealth  Power  Eailway  and  Light 
Company  and  Union  Eailway  Gas  and  Electric  Company,  100  per  cent,  in 
preferred  and  10  per  cent,  in  common  stock  of  the  Commonwealth  Power 
Eailway  and  Light  Company. 

To  holders  of  common  stock  of  Commonwealth  Power  Eailway  and  Light 
Company  and  Union  Eailway  Gas  and  Electric  Company,  at  their  option  to 
be  designated  at  time  of  deposit,  either  100  per  cent,  in  common  stock,  or 
25  per  cent,  in  preferred  and  75  per  cent,  in  common  stock  of  the  Com- 
monwealth Power  Eailway  and  Light  Company. 

To  holders  of  preferred  stock  of  Springfield  (Ohio)  Light  Company,  100 
per  cent,  in  preferred  stock  of  the  Commonwealth  Power  Eailway  and  Light 
Company. 

To  holders  of  common  stock  of  Springfield  (Ohio)  Light  Company,  100 
per  cent,  in  common  stock  of  the  Commonwealth  Power  Eailway  and  Light 
Company. 

To  holders  of  common  stock  of  Michigan  Eailways  Company,  20  per  cent. 

*  On  March  31,  1913,  the  subsidiary  companies  had  outstanding  amounts  of 
Becurities  shown,  but  parts  of  said  amounts  were  not  outstanding  during  tho 
entire  twelve  months  ended  that  date. 


MISCELLANEOUS  INSTRUMENTS.  2037 

in  certificates  of  Coimnonwealth  Power  Kailway  ami  lAnht  Company  callintj 
for  delivery  of  common  stock:  on  May  1,  1915. 

Deposit  of  Securities. 

The  stoclis  to  be  deposited  under  this  Plan  should  be  sent  in  negotiable 
form,  to  one  of  tho  depositaries  named  below,  which  depositary  will  issue 
its  Interim  Receipts  calling  for  delivery  of  securities  to  which  the  depositor 
is  entitled  or  the  return  of  the  securities  deposited  in  the  event  of  the  Plan 
not  being  declared  ojjerative.     Such  deposit  must  be  made  on  or  before  May 
14,  191."i.     Stockholders  are  requested  to  use  the  form  enclosed  herewith  in 
sending  certificates  for  deposit,  to  designate  thereon  .the  securities  desired 
where   optional   privileges   are  given,   and   to   follow   carefully   the   Sugges- 
tions to  Depositors  as  hereafter  given. 
Tho  Michigan  Trust  Company,  Grand  Rapids,  Michigan; 
Fidelity  and  Columbia  Trust  Company,  Louisville,  Kentucky; 
E.  W.  Clark  &  Co.,  321  Chestnut  St.,  Philadelphia,  Pa.; 
Hodenpyl,  Hardy  &  Co.,  14  Wall  Street,  New  York, 

Depositaries. 

Subscription  Privilege. 

Stockholders  of  the  Commonwealth  Company  depositing  their  stock  under 
this  Plan  are  entitled  to  subscribe  at  95  and  accrued  interest  to  the  five  year 
six  per  cent,  convertible  bonds  described  below,  when  as  and  if  issued,  to  an 
amount  not  exceeding  the  even  hundred  dollars  next  above  30  per  cent,  of 
the  par  value  of  stock  so  deposited,  and  stockholders  of  Union  Company  to 
an  amount  not  exceeding  the  even  hundred  dollars  next  above  20  per  cent,  of 
the  par  value  of  stock  so  deposited,  and  will  receive  full  allotment  under 
such  subscriptions.  Additional  subscriptions  may  be  made  subject  to  allot- 
ment. Subscribers  are  requested  to  use  blank  form  enclosed  herewith  in  for- 
warding their  subscriptions,  which  must  be  received  by  one  of  the  under- 
signed before  3:00  P.  M.,  May  14,  1913,  at  which  time  the  privilege  of  depos- 
iting stockholders  terminates.  Notice  of  allotment  will  be  mailed  as  soon 
thereafter  as  possible.  Payment  will  be  required  within  ten  days  after  such 
notice. 

$7,500,000 — Commonwealth  Power  Railway  and  Lkiht  Company 
Five  Year  Six  Per  Cent.  Convertible  Bonds. 

Dated  May  1,  1913.  Due  May  1.  1918. 

Authorized  $10,000,000.  Present  Issue,  $7,500,000. 

Bonds  are  in  coupon  form,  in  denominations  of  $100,  $500  and  $1,000, 
with  privilege  of  registration  as  to  principal  only. 

Coupons  payable  May  1st  and  November  1st  at  agencies  of  the  Company 
in  New  York  and  Philadelphia. 

Convertible  at  option  of  the  holder  (in  amounts  of  $1,000  or  multiples 
thereof)  on  or  after  May  1,  1916  (three  years),  and  on  or  before 
maturity,  into  6  per  cent.  Cumulative  Preferred  stock  of  the  Company 
par  for  par,  and 

Upon  conversion,  bondholders  will  also  receive  Commonwealth  Power  Rail- 
way and  Light  Company  common  stock  of  par  value  equal  to  30  per 
cent,  of  face  amount  of  bonds  so  converted. 


2038     CORPORATION  FORMS  AND  PRECEDENTS. 

Disposition  of  Cash. 

Of  the  $7,125,000  cash  to  be  paid  into  the  treasury  of  the  Commonwealth 
Company  under  contract,  $2,000,000  will  be  used  to  retire  the  note  issue  of 
the  Company  maturing  June  10,  1913,  and  approximately  $3,600,000  in 
acquisition  of  $2,100,000  preferred  stock  of  Michigan  Eailways  Company 
and  approximately  $1,500,000  notes  of  Michigan  Eailways  Company  which 
amounts  chiefly  represent  expenditures  made  for  improvements  on  the  Michi- 
gan United  Traction  System,  on  account  of  construction  of  interurban  line 
from  Grand  Eapids  to  Kalamazoo  and  the  acquisition  of  terminal  properties 
in  both  cities,  and  on  account  of  purchase  of  line  from  Allegan  to  Battle 
Creek,  the  acquisition  of  Manistee  Eailway  Company,  Manistee  Power  and 
Light  Company,  JStronach  Hydro-Electric  Power  Development  on  the  Manis- 
tee Eiver,  transmission  lines  to  Manistee  and  dam  sites  and  flowage  lands  on 
the  Manistee  Eiver  capable  of  large  additional  power  development,  the 
remaining  $1,525,000  (approximately)  being  available  for  the  purposes  of 
the  Company. 

Adjustment  of  Fractions. 

Certificates  of  Stock  will  not  be  issued  in  fractional  shares.  Fractions  will 
be  adjusted  on  the  basis  of  88  for  preferred  and  68  for  common  stock. 
Depositors  are  requested  to  designate  in  the  form  provided  whether  they 
wish  to  buy  or  sell  fractions  in  order  to  adjust  the  securities  to  be  issued  to 
even  $100  shares.  All  securities  deposited  by  any  stockholder  are  to  be  con- 
sidered together  in  determining  the  amount  of  new  securities  to  which  such 
stockholder  is  entitled  and  the  fractions  to  be  adjusted. 

Adjustment  of  Dividends. 

Dividends  on  the  Commonwealth  preferred  and  common  stocks  are  payable 
May  quarterly,  on  the  Union  preferred  and  common  stocks  April  quarterly, 
and  on  the  Springfield  preferred  stock  March  quarterly.  Payment  will  be 
made  to  depositors  of  Union  stock,  representing  the  equivalent  of  6  per  cent, 
on  preferred  stock  and  4  per  cent,  on  common  stock  from  April  1  to  May 
1,  and  to  the  depositors  of  Springfield  preferred  stock  representing  the 
equivalent  of  6  per  cent,  from  March  1  to  May  1,  1913. 

Properties. 

Commonwealth  Power  Eailway  and  Light  Company.  The  properties  of 
this  Company  are  all  located  in  the  State  of  Michigan  and  comprise  gas 
properties  in  Jackson,  Kalamazoo,  Pontiac,  Saginaw,  Bay  City  and  Flint; 
electric  light  and  power  properties  in  Grand  Eapids,  Muskegon,  Jackson, 
Kalamazoo,  Battle  Creek,  Saginaw,  Bay  City,  Flint,  Pontiac,  Owosso,  Cor- 
unna,  and  many  other  smaller  places,  including  large  steam  power  stations 
at  Grand  Eapids,  Kalamazoo,  Battle  Creek  and  Flint,  water  power  generat- 
ing stations  upon  the  Muskegon,  Grand,  Kalamazoo  and  Au  Sable  Eivers, 
and  connecting  high  tension  transmission  lines  between  the  generating  sta- 
tions and  distributing  systems  in  the  above  named  cities  and  towns;  railway 
properties  in  Grand  Eapids,  Saginaw,  Bay  City,  and  interurban  lines  from 
Bay  City  to  Flint,  and  Grand  Eapids  to  Holland;  and  water  and  electric 
properties  at  Cadillac. 

Union  Eailway  Gas  and  Electric  Company.  The  properties  of  this  Com- 
pany comprise  gas,  electric  and  street  railway  properties  in  Springfield,  Illi- 


^     MISCELLANEOUS  INSTRUMENTS.  2039 

nois,  and  Evansville,  Indiana,  gas  and  electric  propertiefc  in  Peoria  and 
Pekin,  Illinois;  electric  properties  in  Washington,  Elmwood,  Eureka,  Fami- 
ington,  DeKalb,  Sycamore,  and  other  smaller  places  in  Illinois;  street  rail- 
way in  Kockford,  Illinois,  and  interurban  lines  from  Rockford  to  Freeport, 
Illinois,  from  Rockford  through  Beioit  to  Janesviile,  Wisconsin,  from  De- 
Kalb to  Sycamore,  Illinois,  and  from  Evansville  through  Princeton  to  Pa- 
toka,  Indiana. 

Michigan  Railways  Company.  The  properties  of  this  Company  are  all 
located  in  Michigan  and  comprise  the  city  lines  in  Kalamazoo,  Battle  Creek, 
Jackson,  Lansing,  and  the  interurban  lines  connecting  these  cities  with  addi- 
tional lines  from  Lansing  to  St.  Johns  and  from  Lansing  to  Owosso  and 
Corunna,  controlled  under  999  year  lease  with  the  Michigan  United  Rail- 
ways Company;  the  new  interurban  line  now  building  between  Grand 
Rapids  and  Kalamazoo,  and  the  line  between  Allegan  and  Battle  Creek;  the 
Railway  Power  and  Light  properties  in  Manistee;  and  developed  and  unde- 
veloped water  powers  on  the  Manistee  River  and  tributaries  capable  of  fur- 
nishing sufficient  power  to  meet  the  requirements  of  the  Michigan  railway 
properties  for  many  years. 

Springfield  (Ohio)  Light  Company.  The  property  of  this  Company  is  the 
electric  light  and  power  company  at  Springfiejd,  Ohio. 

Future  Financing. 

The  regular  yearly  requirements  for  improvements,  betterments  and  ex- 
tensions to  the  Commonwealth,  Union  and  Springfield  properties  can  be 
provided  as  heretofore,  in  whole  or  in  part,  by  the  sale  of  bonds  and  pre- 
ferred stocks  of  the  underlying  companies.  In  order  to  provide  for  the 
completion  of  the  interurban  lines  from  Grand  Rapids  to  Kalamazoo,  from 
Allegan  to  Battle  Creek,  such  further  extensions  as  may  be  authorized  and 
another  hydro-electric  power  plant  on  the  Manistee  River  to  furnish  addi- 
tional power  required  for  railway  purposes,  it  is  proposed  to  sell  a  short 
term  note  issue  secured  by  the  railway  and  Manistee  power  properties  until 
such  time  as  they  are  in  full  operation  and  a  bond  issue  thereon  can  be  sold 
to  better  advantage  than  during  the  construction  period. 

General. 

The  management  of  these  properties  is  in  the  hands  of  Hodenpyl,  Hardy 
&  Co.,  E.  W.  Clark  &  Co.,  and  W.  A.  Foote. 

Holders  of  Interim  Receipts  will  be  advised  on  or  before  June  1,  1913, 
whether  the  Plan  is  declared  operative  and  notified  of  the  date  on  which 
securities  will  be  ready  for  delivery. 

The  undersigned  believe  that  this  Plan  will  be  of  immediate  and  per- 
manent advantage  to  the  stockholders  of  the  several  companies  and  hereby 
agree  to  deposit  thereunder  all  stocks  owned  by  them  and  intend  to  exercise 
the  privilege  of  subscribing  for  the  full  amount  of  convertible  bonds  to 
which  they  are  entitled  and  they  recommend  that  all  other  stockholders  do 
the  same. 

The  representations  as  to  existing  facts  contained  heroin  are  made  after 
careful  consideration  and  are  believed  to  be  accurate. 

The  undersigned  shall  have  full  power  to  determine  whether  the  Plan  shall 
be  declared  operative,  to  settle  and  determine  all  questions  and  details  aris- 


2040    CORPORATION  FORMS  AND  PRECEDENTS. 

ing  in  carrying  out  the  Plan  and  to  make  such  changes  as  shall  not  materially 

affect  its  purpose. 

E.  W.  Clark  &  Co.,  Hodcnpyl,  Ilanly  &  Co., 

321  Chestnut  St.,  Philadelphia,  Pa.  14  AVall  St.,  New  York  City. 

April  f;6,  1913. 

Suggestions  to  Depositors. 

1.  Duplicate  forms  are  enclosed  herewith,  one  of  which  may  be  used  in 
transmitting  securities  to  depositary,  the  other  retained  by  depositor  for 
reference. 

2.  Certificates  of  stock  should  be  deposited  in  negotiable  form.  Do  not 
fill  in  the  name  of  the  assignee  in  the  space  provided  therefor  in  the  form 
of  assignment  on  the  back  of  the  certificate,  but  the  name  of  the  deposi- 
tary may  be  filled  in  as  the  attorney  to  transfer  the  stock  in  the  space  pro- 
vided for  the  purpose,  this  for  safety  in  transmittal,  and  the  assignment 
should  be  dated.  Each  certificate  of  stock  should  be  endorsed  by  the  person 
in  whose  name  it  is  issued  exactly  as  the  name  appears  on  the  face  of  the 
certificate,  and  if  any  certificates  are  issued  in  the  names  of  persons  other 
than  the  depositor,  or  if  the  depositor  desires  to  have  new  certificates 
issued  in  the  name  of  a  person  other  than  that  appearing  on  the  face  of  the 
certificate  deposited,  the  endorsement  on  the  certificate  should  be  acknowl- 
edged before  a  notary  public  under  seal,  or  guaranteed  by  an  ofiicial  of  a 
bank  having  a  correspondent  in  the  city  in  which  is  located  the  depositary  to 
which  the  stock  is  to  be  forwarded. 

3.  If  it  is  desired  to  have  new  certificates  issued  in  the  names  of 
persons  other  than  the  depositor,  full  instructions  should  be  given  in  the 
blank  space  provided  in  the  form  under  heading  of  Special  Instructions,  in 
which  should  also  be  entered  any  other  special  direction,  such  as  the  issu- 
ance of  certificates  in  different  denominations,  the  delivery  of  certificates  to 
any  person  other  than  the  depositor,  etc.,  etc. 

4.  New  securities  will  be  issued  only  for  full  shares  of  $100  each. 
Fractions  may  be  bought  or  sold  as  desired  by  the  depositor  to  adjust  his 
holdings  to  such  full  shares.  Should  the  depositor  desire  to  purchase  a  frac- 
tion of  either  preferred  or  common  stock,  check  should  be  forwarded  to  the 
depositary  in  payment  therefor  at  88  for  preferred  and  68  for  common,  and 
when  new  certificates  are  delivered  to  depositors,  checks  for  such  fractions 
as  depositor  desires  to  sell  at  the  same  prices  will  accompany  the  delivery  of 
the  certificates.  In  case  depositor  desires  to  sell  a  fraction  of  preferred 
stock  and  buy  a  fraction  of  common  stock,  or  vice  versa,  the  amount  of  one 
should  not  be  offset  by  the  amount  of  the  other,  but  treated  independently 
as  above  outlined,  this  to  avoid  any  possible  confusion.  In  the  absence  of 
expressed  desire  to  purchase  fractions  and  payment  therefor  accompanying 
deposit  of  stock,  it  will  be  assumed  that  depositor  desires  to  sell  any  frac- 
tions resulting  from  the  exchange  of  securities. 

See  Forms  2187-2191,  post. 

See  also  Forms  1979,  1993-2027,  supra,  aijd  also  Index,  title,  Holding 
Companies. 


MISCELLANEOUS  LNSTRUMENTS. 


2041 


Form  2187. 

TRANSMITTAL  BLANK  USED  IN  CONNECTION  WITH 
ABOVE  PLAN. 

(Strike  out  the  names  of  all  Depobilarios  except  the  one  to  whom  you  send 

stock.) 
The   Michifjan   Trust   (.'umiiany, 

Grand  Eapids,  Michigan. 
Fidelity  &  Columbia  Trust  Company, 

Louisville,   Kentucky. 
E.  W.  Clark  &  Co., 

321   Chestnut   Street,   Philadelphia,   Pa. 
Hodenpyl,  Hardy  &  Co., 

14   Wall   Street,    New    York   City. 
Gentlemen:  — 

Enclosed  find  stocks,  in  negotiable  form  i.  e.  duly  endorsed,  witnessed  and 
dated,  for  deposit  with  you  under  Plan  dated  April  20,  19K-J,  submitted  by 
Hodenpyl,  Hardy  &  Co.,  and  E.  W.  Clark  &  Co.,  as  follows: 


Stocks  Enclosed. 

...Shares  Commonwealth  Power  Eailway  and 
Light  Co.  Preferred  Stock  represented  by 
certificate.  .    numbered    

.  . .  .  Shares  Commonwealth  Power  Eailway  and 
Light  Co.  Conunon  Stock  represented  by  cer- 
tificate. .    numbered    

....Shares  Union  Eailway  Gas  and  Electric  Co. 
Preferred  Stock  represented  by  certificate.  . 
numbered   

....Shares  Union  Eailway  Gas  and  Electric  Co. 
Common  Stock  represented  by  certificate.  . 
numbered     

Shares  Springfield  (Ohio)  Light  Co.  Pre- 
ferred Stock  represented  by  certificate., 
numbered     

Shares  Springfield  (Ohio)  Light  Co.  Com- 
mon Stock  represented  by  certificate., 
numbered     

Shares     Michigan     Eailways     Co.     Common 

Stock     represented     by     certificate.,      num- 
bered      

Total    securities    to    which    I    am    entitled 


SECUKITIES     DESIltKU    IN 

EXCHA.NGE 
Par    Valu»  I'ar    Value 

Prtferrcd  Common 


?042     CORPORATION  FORMS  AND  PRECEDENTS. 

buy 
I  desire  to     gp])     fractional  shares  of 


Preferred  Stock  to  par  value  of. 


buv 
I  desire  to     geii    fractional  shares  of 

Common  Stock  to  the  par  value  of. 
Par  value  of  stock  to  be  issued. 


I  enclose  herewith  check  for  .$ in  payment  of  >  lOOths 

Preferred 
shares  ,,  stock   purchased   bv   nie,  and  expect   to  receive  check   for 

Connuou  ^  .  >  t 

)  Preferred 

$ in  payment  of    (  lOOths  shares     ,,  stock    sold    by 

me,  as  above. 

Special  Instructions :   


In  due  course  please  issue  the  securities  to  which  I  am  entitled  in  my  name 
and  in  the  meantime  send  me  interim  receipt. 

Signature    

(Write  plainly  with  at  least  one  given  name  in  full.) 

Street  or  P.  O.  Box  Address 

City  or  Town 

State    

See  Forms  2186,  supra,  and  2188-2191,  post,  and  notes  thereunder. 

Form  2188. 

SUBSCRIPTION  FOR  BONDS  UNDER  PLAN  NEXT 
PRECEDING. 

Subscription. 

Dated  at ,  1913. 

(Strike  out  name  of  firm  not  used.) 
Hodenpyl,  Hardy  &  Co., 
14  Wall  Street, 
New  York  City. 
E.  W.  Clark  &  Co., 
.321  Chestnut  Street, 

Philadelphia,  Pa. 
Please  enter  my  subscription  for  $ par  amount  of  Com- 
monwealth Power  Eailway  and  Light  Company  Five  Year  6  per  cent.  Con- 
vertible Bonds  when,  as  and  if  issued,  in  accordance  with  Plan  submitted  by 
E.  W.  Clark  &  Co.  and  Hodenpyl,  Hardy  &  Co.,  under  date  of  April  26,  1913. 
I  agree  to  make  payment  for  the  amount  allotted  to  me  at  95  and  accrued 
interest  in  New  York  or  Philadelphia  exchange. 


(.$ par  value  of  Commonwealth) 

As  Depositor  of  ^'^ p^^  ^^j^^  ^^  Union  |  ?'"« 

ferred  and  common  stocks  under  said  Plan,  I  am  entitled  to  an  allotment 
of  $ (see  note)    of  my  subscription.     Upon  the  remainder 


MISCELLANEOUS  INSTRUMENTS.  2043 

of  my  »ubscTii)ti(m  1  agree  to  accept  such  allotment  as  may  be  niaile  to  me. 

Name    

(Write  plainly  with  at  least  one  given  name  in  full.) 

Street  or   I'.  O.   Box  Address 

City    or    Town 

State     

Note:  In  this  space  should  be  entered  amount  representing  30%  of  the 
par  value  of  Commonwealth  preferred  and  common  stocks  deposited,  plus 
20%  of  the  par  value  of  Union  preferred  and  common  stocks  deposited  under 
the  plan. 

See  Forms  2186,  2187,  supra,  and  2189-2191,  post,  and  notes  thereunder. 

Form  2189. 

RECEIPT  FOR  STOCK  DEPOSITED  UNDER  FOREGOING 

PLAN. 

No E.  W.  CLARK  &  CO.  Date   

321    Chestnut    St.,    Thiladelphia,    Pa. 

INTERIM    RECEIPT. 

E.  W.  Clark  &  Co.  acknowledge  the  receipt  from of  the  follow- 
ing stocks: 
Shares   Commonwealth    Power    Railway    and    Light    Com- 
pany Preferred  Stock. 
Shares    Commonwealth    Power    Railway   and    Light    Com- 
pany Common   Stock. 

Shares     Union     Railway     Gas     and     Electric     Company 

Preferred  Stock. 

Shares     Union     Railway     Gas     and     Electric     Company 

Common  Stock. 

Shares  Springfield  Liglkt  Company  Preferred  Stock. 

Shares  Springfield  Light  Company  Common  Stock. 

Shares  Michigan  Railways  Company  Common  Stock. 

and   $ in   cash,  in   exchange   for   which   upon   surrender   of  this 

Receipt  there  will  be  delivered    shares  preferred  and    shares 

Common  Stock  of  the  Commonwealth  Power  Railway  and  Light  Company 

and  $ in  cash  when  and  as  issued  and  delivered  to  the  undersigned 

by  Hodenpyl,  Hardy  &  Co.  and  E.  W.  Clark  &  Co.  in  accordance  with 
a  certain  Plan  submitted  by  them  under  date  of  April  26,  1913,  a  copy  of 
which  is  on  file  with  the  undersigned  depositary.  Should  said  Plan  not 
be  declared  operative  on  or  before  June  1,  1913,  the  stock  and  cash 
deposited  as  above  will  be  returned  to  the  depositor  upon  surrender  of  this 
receipt. 

Depositary. 

See  T^orms  2186-2188,  supra,  and  2190,  2191,  post. 


2044    CORPORATION  FORMS  AND  PRECEDENTS. 

Form  2190. 
DECLARATION  OF  PLAN  BECOMING  OPERATIVE  AND 

NOTICE. 

Declaration  and  Notice. 

To   The  Michigan   Trust   Company,   Grand   Rapids,   Mich., 

Fidelity   and   Columbia   Trust   Company,   Louisville,    Ky., 
E.  W.  Clark  &  Company,  Philadelphia,  Pa.,  and 

Hodenpyl,  Hardy  &  Company,  of  New  York  City,  depositaries  under 
Plan,  dated  April  26,   1913. 
To  Holders  of  Interim  Receipts  issued  by  the  above  named  depositaries. 
To   Subscribers  to  the  Five  Year  6%   Convertible  Bonds  of  the  Common- 
wealth Power  Railway  and  Light  Company. 
To  the  Stockholders  of 

Commonwealth  Power  Railway  and  Light  Company, 
Union  Railway  Gas   and  Electric  Company, 
Springfield    (Ohio)    Light    Company, 
Michigan   Railways  Company,  and 
all   others   interested. 
The  contract  of  the  Commonwealth  Power  Railway  and  Light  Company 
with  Hodenpyl,  Hardy  &  Company,   E.   W.   Clark  &  Company  and   W.   A. 
Foote  having  been  duly  approved  by  the  Stockholders  of  the  Company  at 
meeting  held  May  15,  1913:     Notice  is  hereby  given  that 

The  Plan  for  acquirement  of  the  preferred  and  common  stocks  of  the 
Union  Railway  Gas  and  Electric  Company,  Springfield  (Ohio)  Light  Com- 
pany and  the  common  stock  of  the  Michigan  Railways  Company  submitted 
by  Hodenpyl,  Hardy  &  Company  and  E.  W.  Clark  &  Company  under  date 
of  April  26,  1913,  to  the  Stockholders  of  the  above  named  companies 
(which  is  hereby  referred  to  and  made  a  part  hereof),  has  been  and  it 
hereby  is  declared  to  be  operative.     Notice  is  also  given  that 

(a)  On  June   16,   1913,  engraved  certificates  of  preferred  and  common 

stock  of  the  Commonwealth  Power  Railway  and  Light  Company, 
and  checks  in  adjustment  of  fractions  and  dividends  will  be  ready 
for  delivery  upon  surrender  of  Interim  Receipts  to  the  depositary 
by  which  they  were  issued,  and  certificates  and  checks  will  be 
forwarded  by  ordinary  mail  unless  otherwise  directed. 

(b)  The  time  for  receiving  deposit  of  stocks  under  the  Plan  has  expired 

and  all  rights  and  privileges  to  stockholders  whose  stock  has  not 
been  deposited  have  terminated.  The  undersigned  will,  however, 
receive  application  for  exchange  of  securities  from  any  stock- 
holders who  for  good  reason  have  been  unable  to  deposit  their 
stock  under  the  Plan, 
(e)  Subscriptions  to  the  6  per  cent,  convertible  bonds  of  the  Common- 
wealth Power  Railway  and  Light  Company  are  called  for  pay- 
ment on  or  before  three  o'clock  p.  m..  May  28,  1913,  and  notice 
of  allotment  will  be  mailed  to  each  subscriber. 
E.  "W.  Clark  &  Co.,  Hodenpyl,  Hardy  &  Co., 

321  Chestnut  Street,  Philadelphia,  Pa.,  14  Wall  Street,  New  York  City. 

May  17,  1913. 

See  Forms  2186-2189,  supra,  and  2191,  post. 


MISCELLANEOUS  LNSTRUMENTS.  2045 

Form  2191. 
NOTICE  OF  ALLOTMENT  OF  BONDS  SUBSCRIBED  FOR. 

A1.L0TMENT    NOTICK. 

321  Chestnut   Street,   Philadelphia,   Pa. 
May    17,    1913. 

COMMONWEALTH  POWER  RAILWAY  AND  LIGHT  COMPANY 

Five  Year  6%  Convertible  Gold  Bonds, 
Due   May    1,    1918. 
Dear  Sir:     Upon  your  subscription  to  the  above  bonds,  wo  have  allotted 

you  $ bonds  in  accordance  with  the  terms  of  the  Plan  dated  April 

26,    1913. 

Payment  for  these  bonds  is  to  be  made  on  May  28,  1913,  on  which  date 

there  will  be  due  us  at  this  office  $ ,    in   New  York  funds,  as  per 

statement  below,  when  bonds  will  be   ready   for   delivery. 

Yours  very  truly, 

E.  W.  Clark  &  Co. 
HoDENPYL,  Hardy  &  Co. 
By  

STATEMENT. 

$ Bonds  at  95 $ 

Accrued  Interest,  27  days  at  6%  .  .  .  •  

Amount  Payable  May  28,  1913.           .           .           .  $ 

See  Forms  2186-2190,  snpra. 


GENERAL  INDEX. 


[REFEHENCES  AKE  to  I'AOES.] 

A. 

ABANDONMENT— See  Dissolution. 

of   corporate   entorprlHe,   proceL-dlngs   for    (Illinois),   1763. 
ACCKPTANCi:— 

of   option,    notice   of,    814. 

of    constitution    by    foreign    corporation    (Wyoming),    363. 
(ITtali),  .'Jliit. 

by  promoter  of  ofler   to  unrlerwrite  sliares,  !»-14. 

by  company  of  offer  to  underwrite  siiares,  94.'>. 
ACCOUNTS — See  Ky-Laws  ;  Ke<;ulating  ("i.ai'ses  ;  Books. 

assignment  of,  by  corporation,  1488,  1489. 

auditing,  547. 

contingent,   regulating  clause,  561. 

guaranty  of  to  a  corporation,  1547  note. 

regulating  clauses,  547,  549. 
ACKNOWLPnJGMENT — By  corporation.  See  Certificate;  I'koof  ;  Statb  Forms, 

Alabama,  366. 

Alaska,  366. 

Arizona.  366. 

Arkansas,  367. 

California,   367. 

of  deed  executed  in  England,  368. 

Colorado,  308. 

Connecticut,  369. 

Delaware,  369. 

District  of  Columbia,  369. 

Florida,  370. 

Georgia,  proof  by  subscribing  witness  out  of  state,  870. 

Hawaii,  371. 

Idaho,  371. 

Illinois,  371. 

of  chattel  mortgage,  1197. 

Indiana,  372. 

Iowa,  372. 

Kansas,  made  without  the  state,  373. 

Kentucky,  373. 

Louisiana,  made  without  the  state,  374. 

Maine,  made  without  the  state.  374. 

Maryland,  made  without  the  state,  375. 

Massachusetts,  375. 

Michigan,  made  without  the  state,  376. 

Minnesotii,  376. 

Mississippi.  377. 

Missouri,  made  without  the  state,  377. 
of  corporate  mortgage,  378. 

Montana,  379, 

Nebraska,  380. 

Nevada,  380. 

New  Hampshire.  380. 

New  Jersey,  out  of  state,  381. 

New  Mexico,  381, 

New  York,  382. 

of  corporation  mortgage,  382. 

2047 


2048  INDEX. 

[REFERENCES    ARE    TO    PAGES.1 

ACKNOWLEDGMENT — continued. 

North   Carolina,  383. 

North  Dakota,  384, 

Ohio,  384. 

made  without  the  state,  385. 
certificate  of  clerk  of  court,  234. 

Oklahoma,  385. 

Oregon,  385. 

Tennsylvania,  by  attorney,  386. 

proof  by  subscribing  witness,  386. 
made  without  the  state,  387. 

Rhode  Island,  388. 

South  Carolina,  388. 

South  Dakota,  388. 

Tennessee,  389. 

Texas,  389. 

under  uniform  act,  392. 

Utah,  389. 

Vermont,  390.  *  , 

Virginia,  390. 

Washington,  390. 

West  Virginia,  391. 

Wisconsin,  391. 

Wyoming,  392. 

of  deed  of  trust  by  trustee,  1270. 

to  asBignment   of   stock   certificate    (New  York   Stock   Exchange  formr.    r58, 
759. 

♦o  power  of  attorney  to  prosecute  claim  vs.  U.  S.,  1559. 
ACQUIRING  STOCK— See  Holding  Company. 

ut   other  corporations,   plan   for,   2035. 

charter   clauses,   534,   535. 
ADDITIONAL  SHARES — See  Increase  of  Capital  Stock. 

subscription  for,  635. 
ADJOURNED  MEETING — See  Meetings;  Notice;  Adjournment. 

annual,  notice  of,  1043. 

of  bondholders,  notice  of,  1473. 

of  stockholders,  notice,  667. 
ADJOURNED  SALE — 

notice  of,  931. 
ADJOURNMENT — 

by-law   clauses,   729,   731. 
ADJUSTMENT  MORTGAGE  BONDS — See  Bond  Issues. 

notice  of  declaration  of  interest  on,  1441. 
ADMINISTRATOR— See  Executor. 
ADVANCE    SUBSCRIPTION— 

to  convertible  debentures,   1432. 
ADVBUTISHMENT — See  Notice  ;  Offer  ;  Publication  ;  Prospectus. 

by  administrator,  of  lost  certificate  of  stock,  772. 

by  brokers,  of  preferred  stock,   939,   995,   996. 

for  bids  for  an  entire  plant,  1771. 
sale  of  serial  gold  notes,  1024. 
of  preferred  stock,  1004. 
of  bonds,  1019,  1021. 

charter  clauses,  as  to  notice  by,  569. 
ADVISORY    COMMITTEE — 

by-law  clauses,  688,  717. 
AFFIDAVIT — See  Acknowledgment;    Certificate;   Oath;    Foreign   Corpora- 
tions. 

anti-trust,  95,  180,  325,  360. 

of  mailing  notice  of  meeting,  654,  1033,  1045,  1644,  1755,  1766. 

of  publication  of  notice,  23,  40,  198,  350,  835,  1045. 

of  ownership  to  accompany  Ixind  of  indemnity,  773. 


INDEX.  2049 

[RantEENCES    ABI    TO    PAOES.l 

AFFIDAVIT — continued. 

of  corporators  as  to  principal  place  of  business  (West  Virginia  i,  348. 

of  service  of  notice,  29,  40,  150,  1753.  1754. 

to  accompany  charter  (Texas),  320. 
AGENCY  AGHEEMENT— 

for   sale   of  macliincry,    1580,    1583   note. 
AGENT — See   Aokek.me.nt  ;    Emplovkk  ;    Managbh  ;   Officeu  ;    Tobekin    Corpoka- 

TIO.NS. 

authority  to  give  notice  to,  1040. 

bond  of,  1572. 

notice  of  appointment  of  (Arizona),  12. 

resolution  appointing  statutory   (Arizona),  070. 

West  Virginia,  670. 
to  sell,  agreement,  1583  note. 
AGREEMENT — See  Agency  ;  Contkact  ;  Articles  ;   Flotation  ;   Subscription  ; 
Ke-Organization  ;     Sale;     Underwriting;     Voting     Trust  ;     Stockholders' 
Agreements  ;  Merger  and  Consolidation  ;  Dissolution  ;  Holding  Compani  ; 
Issue  of  Stock  for  I'Rf)rERTY. 

agency,  for  sale  of  maclilnory,  1580. 
order  for  machinery   under,    1583  note. 
articles  of,   for  warranty   deed,   1187. 
between    corporation   and    employee,    1564-1570. 
between  promoters, 

as  to  preliminary  expenses,  618. 

of   holding  corporations   to   consolidate,    1759. 

and   holder  of  options   to   transfer  property   for  stock,   815. 

to  finance  promotion,  982. 
by  company  adopting  contract  made  betore  Incorporation,   1481. 
by  corporation  and  syndicate  permitting  exploration  work  in  mines,  802. 
by  corporation  to  advance  money  on   improvement  notes,   906. 
by  directors  to  lend  money  to  embarrassed  trust  company,   1540  note. 
by  employee  not  to   enter   competing  business,   1573,    1574. 
by  majority  of  stocltholders  to  sell   stock   to  promoter,   816. 
by  member  of  syndicate   to   do   development  work   on    mines,    805. 
by  promoters  of  consolidated  corporation  to  exchange  control,  850. 
by  security  holders  allowing  creation  of  prior  securities,  1422. 
covenant  not  to   sue   stockholders  on   account  of  stock   liability,   1553. 
deposit   by   stockholders  under  offer  to  l>uy  stock,  933. 
endorsed  to  take  back  stock  at  par,  873, 
escrow,  818,  819,  1540-1542.    See  Escrow  Agreement. 

agreement  to  deposit  stock  in,  900  note. 
for   amalgamation    and   consolidation,    1750. 

arbitration    of   pending   suit,    900   note,    1560   note. 

change  and  modification  of  contract,   1481. 

continuance  of  sales  agency,   1584  note. 

control   of  corporation,   1135-1137. 

consolidation,    1093. 

deposit  of  tailings  from  mine,  1531   note. 

employment   of   general    agent,    1568. 
of  manager,    1566,    1567. 
of  salesman    on    commission,    1568   note. 
of  secretary,    1565   note. 
for  erection   of  building,    1537. 
for  exclusive  sale  of  cement,    1513  note. 
for  Extension   of   options,    813. 

of  first  mortgage  l>onds,  1462. 
for  funding  arrears    of   dividend  on    preferred   stock,    1100. 
for  hiring  a   vessel,    etc.,    1537,    1540   note. 
for  guaranty    of    drafts,    1546    note. 
for  lease   of  entire   plant,  1205. 
for  lease  with  option  to  purchase,  810. 
for  location  of  plant  and  sale  of  stock,  883. 
fer  management  of   mining   property,    1509   note. 


2050  INDEX. 

[references  ark  to  pages.] 

AGREEMENT — continued. 

for   merger   and  cousolidation    (New    Jersey),    1719;    (rennsylvania),    1705- 
1708. 

of  national   banks,    1729. 

of  trust  companies  (Pennsylvania),  1709. 
for  modifying  previous  agreement,  14S2  note. 
for  organization   of  corporation  and  advances,   615. 
for   pooling  stock,   1133. 
for  privilege  of  sale  of  machinery,   1510. 
lor  public    work,    1528    note. 

for  purchase   of   property   and   payment    in   stock,   839. 
for  purchase   of   property   by   corporation,    844. 
for  reorganization,    1804-1923.      See   Ueorgaxization. 
for  right   of    way    for   railroad,    1531. 

for  right  to   lay   water   pipes  and   conduct   water   over  land,   1528. 
for  right   to   purchase   property   held   under   options,   807. 
for  sale  of  bonds  to  capitalists  to  be  offered   to  public,  977. 
for  sale  of  business,   840,   1756. 
for  sale  of  cars,  150S.    See  Car  Trusts. 

of  entiie  product  of  manufacture,  1515  note. 

or  return    of   stock,   872. 

of  coal,   1516-1518,   1519  note. 

of  entire  business   to   another  corporation,   819,   847,   848. 

of  iron,    1520. 

of  malt,    1515    note. 

of  lumber,  1520,    1523  note. 

of  machinery,   1515   note. 

of  goods   at  price  to   be  fixed  by  appraisement,   1501. 

of  options,    812. 

of  portion  of  business  of  manufacturing  corporation  and  lease,  821's 

of  corporate   stock   and  bonds,   873,  881. 

of  stock  deposited  as  security   for  margins,  892. 

of  stock   on    credit,    888. 

of  stock  with  collateral   condition,   878. 

of  springs,   1515.   note. 

of  secret   process,    1.505. 

on   commission,   1584,    1583  note. 

of  wagons,    1583   note. 
option,  799.    See  Option  .Agreements  ;  Promoters. 

for  property  to  be  taken  over  by  proposed  corporation,  796. 

on   manufacturing  plant,   789. 

for  sale  of  property  to  promoter,   788. 

to  sell   business  to  promoter  of  con.solidation,  792. 

to  purchase  property,    809. 

timber  on   commission,   1584  note. 
of   consolidation    (New   Jersey),    1713. 

of   debenture   holders   to   extend  time   for  payment,    1469. 
for  hypothecation  of  stock  or  Iwnds,  904. 
for  sale  and  agency,  1583  note. 
of  stockholders  for  arbitration,   1142. 

of  stockholders  to  join   in   litigation   for   deceit   in   sale   of  stock,   1145. 
of  vendor  guaranteeing  dividends  on  shares  with  option   to  repurchase,  871. 
pooling,    1133. 

relative  to  pledged  property,  1535. 
subscription,    prior   to    incorporation,    620. 
syndicate  to   purchase  and   resell   mines,   981. 
to  assume   subscription,   651. 
to  complete    public    work   for   stock,    893. 
to  donate  stock   to   a   corporation,    1142. 
to  endorse  and  guaranty  corporate  notes,   1551  note. 
to  erect   garbage   furnace,    1515   note. 
to  exchange  bonds,  888. 


INDEX.  2051 

[REFERENCES    ARE    T(J    PAOEf.] 

AGREEMENT— conhni/c'/. 

to  expedite   delivery   of   iiinteriiils,    ITiO'). 

to  Klve  options  on  stock  to  Kyndlcute  agreeing  to  do  exploration  worlj,  802. 

to  give    sales   aReney    to    purchaser   of   stock,    I.ITS    note. 

to  Issue   paid-up   stock   for  a   debt,   84.'. 

to  lend   credit,    lool    tiote. 

to  pay    commission    for    sale   of   stock,    ].">84    tiofc. 

to  pay   money,   with   release,  etc.,   1.").'j4. 

to  pool   stock,    11.3:i. 

to  purchase    notes,   908. 

stock    taken    in    consideration   of   employment,    1577. 
bonds    from    subscriber,    14:{7. 
to  sell    property    for   stock   or  bonds,   846 
to  sell    stock,    875,    878. 

received   for  patent,   880. 
to  subscribe,  after  incorporation,  622.     55ce  .Slbscriition. 
conditionally,    02i)-(>27. 
for  preferred    stock,    62.3. 
for  bonds   and   convey    bin<l    for  plant,   88.3. 
to    stock    of    railroad    company,    625. 
with   terms   of  stock   issue,   624. 
to  surrender    note    if    reorganization    effected,    1174. 
to  transfer  vendor's  sliares  to  secretary  In  trust  for  company.  1141. 
property  for  stock,  677.     See  Issue  ov  Stock  for  I'ROPERTy. 
to   vote  with   other  stockholders,    1111    note. 
underwriting.      See  U.ndkrwuitino. 
voting  trust.     See  Voting  Trust. 

with   bank   on  obtaining   credit,    1542,   154.'!,    1544,    1546. 
with  broker,    892. 

for  sale   of  stock,   881. 
•   with  corporation    by    bankers    for    loan    secured    by    pledges    of    corporate 
securities,   912. 
with  creditor  bank  to  take  stock  in  proposed  cori)oral  ion  for  debt,  895. 
with  employees   as   to   Inventions,  1578,   1579   note. 
to   hold   stock   in   trust   for  a   term,   1570. 
not  to  enter  competing  business,  1573,  1574. 
with   fiscal  agent   to   sell    treasury   stock,  970. 
with  promoters  and   contract  of  subscription,  61.'?. 

for  sale  of  entire   property   In   exchange  for  stock,  865. 
United    States    Government.    Treasury    Department,    1523. 
AGRICULTUUAL    IMPLEMENTS— 

object   clause,   89. 
AIDING— 

other   corporations,   charter   clause,   5.33,  534,  541, 
ALABAMA— 

acknowledgment,  366. 

affidavit  of  agent  of  foreign  corporation,  4. 
declaration  of  incorporation,   1. 
foreign  corporation,  form  of  certificate,  3. 
statement  filed  with  State  Auditor,  4. 
AI^SKA—  , 

acknowledgment,  366. 
articles  of  Incorporation,  6. 
foreign  corporation,  certificate,  8. 
statement,  7. 
ALLOTMENT — See  Increase  of  Stock  ;  T'nderwkitino. 
letter,  1008. 

of  stock,   regulating  clause,  554. 
of  bonds,  notice  of.  2045. 
AMENDED    CEnTIFICATE    OF    INCORPORATION — 
of    United  States   Steel   Corporation.  2017. 


2052  INDEX. 

[references  are  to  pages.] 

AMENDMENT  TO  CHARTERS— See  By-Laws  ;  Change  ;  Certificate  ;  DissoLU- 
Tiox  ;  Decrease  of  Cai-ital  Stuck;  Diuectors  ;  Increase  ok  Capital  Stock; 
Merger   and   Consolidation  ;    Notice  ;    Special  Meetings  ;    Reorganization  ; 
Receipt  ;  Warrant  ;  Te.mi'orary  Certificate  ;  Subscription. 
applieatioa  -for,    (South   Carolina),   305. 
certificate   of,    Arizona,    12. 
Colorado,  47. 
Connecticut,  56. 
Iowa,  112. 
Louisiana,  131. 
Massacluisetts,  152. 
Michigan,  1U4. 
Missouri,   176. 
New  Jersey,  199. 
Ohio,  246. 
rorto  Rico,  287. 
South  Dakota,  312. 
Tennessee,  316. 
Texas,  321. 
West  Virginia,  346. 
Wisconsin,  354. 

of  change  of  name    (Illinois),   1688. 
of  change  of  objects    (Illinois),    16S9. 

of  change   of   principal   place   of   business    (California),  21. 
of  change  of  principal  ollice   (Illinois),  IGOl. 
of  increase   or   decrease   of   directors    (California),   21. 
charter  clause,  546, 

extension  of  duration.     See  Extension  of  Duration. 
notice  of  annual  meeting  to  amend,  1038,  1634. 
of  change   of  name    (Illinois),   1688. 
of  change  of  objects   (Illinois),   1688. 

of  change   of   principal    place    of    business    (California),    24. 
of  special    meeting   to   change  name   and   objects,    etc,    (Illinois),    1686. 
to  increase    stock  and   amend   charter   and  by-laws,    1G67. 
to  change  number  and  par  value  of  shares,  1680. 
resolution 

for  change  of  name,  1687.     See  Name. 

for  change  of  objects  of  corporation,  1689,   1646. 

of   directors    calling   special    meeting   of  stockholders   to   reduce    capital 

stock,    1678. 
to    extend   duration    of   corporate   existence,    1690.      See   Extension    of 

Duration. 
to  change   par   value  of  shares,    1680. 
for   change   of   principal   place  of   business,    1691. 

of   directors   calling  stockholders'   meeting  for    (New   Jersey),    199. 
Increasing   capital    stock    and   changing   par   value   of   shares,    1681. 
to  change   name,    1646. 

to  change  number  of  directors,  1646.     See  Directors. 
stockholders   consent    to   change    (New   Jersey),   200. 
waiver  of  notice  of  meeting  to  amend  charter   (Ohio),  247. 
AMERICAN    CIGAR    COMPANY — 

agreement  prior  to   formation,   607. 
AMERICAN    SNUFF   COMPANY— 

agreement  prior  to  formation,  604. 
AMERICAN  TOBACCO  COMPANY— 

proceedings   for   disintegration   of,    1778-1802. 
ANNUAL  MEETINGS — 'See  C\ll;   Notice;   Stockholders;   Minutes;   SPECiAti 
Meetings. 

acceptance  of  election  as  director,   1051. 
aflBdavit    of   mailing   notice   of   meeting,    1044-5. 

of  publication   of  notice,   1045. 
authority    to   company    to    give    notices    to    agent,    1046. 


INDEX.  2053 

[beferences  akk  to  pages.] 
ANNUM.  ME'ETlSdH— continued. 
ballot   for   directors,    1050. 

for  officers,  lono. 
by-law  clauses,  as   to  notice,  084,  706 
Inspectors'  certificate  of  election,  1048. 

oath    and    report,    1047. 
list   of   stocklioklcrs    (New    Jersey),    1049. 
mlmites  of  annual  stockholders'  meetinj;,   1046. 

of  adjourned   nifeting,   007. 
notice   of   adjourned   annual    meeting,    1043. 
of  annual    meeting,    1030-2. 

and  election  of  directors,   1032-3. 

and  special    meeting   to    Increase   capital   stock,    1066. 
for  election   of   directors   and   other   business,    1032. 
New    Jersey    form,    1033-4. 
of  bondholders,    1473. 
of  Pennsylvania   R.    I£.    Co.,   1034. 

and  extension   of   time   to   close   transfer   books,    1043. 
and  approval   of  contract   in   which   directors  Interested,   1035. 
specifying  hours  of  election,   1042. 
of   United    States   Steel    Corporation,    1036. 
polls  open   until   specified  hour,   1042. 
to  approve   specific    contracts,    etc.,    1037. 
to  Increase  stock   and  amend   charter   and   by-laws,    1040. 
to  amend    articles    of   incorporation,    1038. 
to  elect    directors   and   amend    by-laws,    1030,    1040. 
of  extraordinary    business    at    annual    meeting,    1039. 
requiring   tickets   of  admission,    1043. 
of  special    meeting    to    change   date   of,    1636. 
proxy  for,  10r)3-10r)6. 

published  notice  of  election  of  officers  and  directors,  1051-2. 
for  election  as  director,   1051. 
ticket  of  admission,   1044. 

time  of  holding,  by-laws,  684,  693.  702,  706,  710,  726. 
ANNUAL  REI'OKT — See  State  Foums   under  names  of  respective  state*, 
to  stockholders  of  a  corporation,  2027,  2031. 
of  domestic  corporations, 
California,  42. 
Colorado,    50 
Connecticut,   65. 
Delaware,   71. 
District   of    Columbia,    75. 
Idaho,   86. 
Illinois,  93. 
Iowa.   113. 
Kansas,    119, 
Maine,  138. 
Michigan,    166. 
Missouri,   178. 
Montana,    185. 
New   Hampshire,   193. 
New  Jersey,  201. 

to    State    Board    of    Assessors,    202. 
New   Mexico, 
North   Carolina,    228. 
North   Dakota,  231. 
Ob\o,   244 
Oregon,   266. 
Porto    Rico,   289. 
South    Carolina,  307. 
Texas,  323. 

Vermont,   license  tax   return,   334. 
Wisconsin,  356. 


2054  INDEX. 

[BEFERKNCES    ABB    TO    PAGES.]  ,  ' 

ANNUAL  REPORT — continued. 

of  foreign   corporations — See   Fokeign  Cobporations  ;   State  Forms. 
ANTI-TRUST  AFFIDAVIT— See  Disintegration  of  Trusts  and  Combinations; 
Trusts  and  Combinations. 
Illinois.   95. 
Missouri,    180. 
Texas,   325. 
Wisconsin,   360. 
APPLICATION — See  Subscription  ;  Listing  Securities  on  Stock  Exchanges  : 
Bond  Issues;  Stock;  Debentures;  Warrants;  Underwriting;  Increase  oit 
Capital  Stock. 

for  sliares  and  receipt,  636. 

for  sliares,   witli  remittance,  037. 

for  stock,  1006,  1007. 

for  increase  of  stocic,   1658. 

for  preferred   stoclt  witli   Iwnus,   1006. 

with  power  of  attorney   to  subscribe,    1007. 
for  warrant,    1659. 

for  bonds  and  stoclt   offered  by   broicers,    1025. 
for  subscription    to    bonds,    1025. 
for  charter,   Kansas,    111. 
•     Pennsylvania,   271. 
APPOINTMENT — See    Election;    By-Laws;    Agent;    Foreign    Corporations; 
Auditor  ;  General  Manager  ;  Manager  ;  Employee. 

of  custodian  of  pledged  property   on  leased  premises,   1534. 
of  officers,  regulating  clauses,  566,   567. 
of  manager,   1566,   1567. 

resolution  appointing  general  manager,   1007. 
APPRAISEMENT,  certilicate  of,  as  to  property  sold  in  exchange  for  stock,  869. 
ARBITRATION  agreement  of  stockholders,    1143. 
as   to   pending  suit,   1560   note. 
covenant  in  contract  to  submit  disputes  to,  855. 
ARIZONA — 

acknowledgment,   306. 
articles   of   incorporation,   10. 
certificate  of  amendment,  12 
minutes  of   first  meeting  of  directors,   670. 
notice  of  appointment  of  agent,   12. 
ARKANSAS— 

acknowledgment,    307. 
articles  of  agreement,    14. 
foreign    corporation-certificate,   16. 
ARTICLES — See  Certificate  ;  Chartbb. 
of  agreement,    Arkansas,    14. 

Maine,  136. 
for  warranty  deed,    1187. 
of  association, 
Hawaii,   82. 
Michigan,    163. 
New   Hampshire,   193. 
Rhode  Island,  300. 
Vermont,  331. 
of  incorporation, 
Alaska,  6. 
Arizona,    10. 
California,    18. 

without  capital  stock,   19. 
District  of  Columbia,  74. 
Idaho,   85. 
Indiana,   103. 
Iowa,  110. 
Kentucky.  125. 


INDEX.  2055 

[llErEIlENCES    AKE    TO    TAOES.] 

ARTICLES — continued. 
Maryluud,   14L'. 
Ni'liTHska,    187. 
Nevada,    100. 
New    .Mexico,   205. 
North    Dakota,   230. 
Oklahoma,  258. 
Oregon,    263. 
I'hillppine  Islands,  283. 
Porto   Klco,   286. 
South   Dakota,   311. 
Utah,    327. 
Washington,  342. 
Wyoming,    362. 
of  organization, 

Massachusetts,    150. 
Wisconsin,   355. 
of  voluntary   association,    Indiana,   10.">. 
ASSESSMENT — See  Asse.ssment,  Calls  and  Forfeitires  of  Stock. 
ASSESSMENTS,    CALLS   AND    KORFEITURES    OE    STOCK— See    Calls  ;    For- 
FEiTURH  OF  Stock  ;  Subsckii-tion  ;  Stock  ;  Siiahe.s  ;  Stockiiolueks  ;  Bv-Laws  ; 
Kegulati.ng  Clauses  ;  I{eoroaniz.\tion. 

deed  by  treasurer  for  stock  sold  for  unpaid  instiilliiients,  785. 
notice  of  sale  of  forfeited  stock,  784. 

sale  of  stock  for  non-payment  of  assessments,  784. 
assessment  on  stock,  778. 
call,  777,  778. 

upon   partly   paid  stock,   770. 
final  call  upon  partly  paid  stock,  780. 
forfeiture,   784. 
liability  to  forfeiture,  783. 

to  stockholder   under   resolution   preliminary   to   forfeiture,   782. 
of  offer  to  receiver  to  buy  assets  and  pay  calls,  etc.,  786. 
of  order  of  referee  In  bankruptcy  for  assessment  on  partly  paid  stock, 
777. 
published  notice  of  assessment,  781. 
call,   779. 

sale  of  stock  to  pay  assessments,  785. 
receipt  for  installment,  782. 
regulating   clauses, '  555-6. 

resolution    in   reference   to   assessment   on    shares,    776,    673,   674. 
of  directors  to  make  calls  upon  shares,   776. 
of  directors  levying  assessment,   77G. 
preliminary   to  forfeiture  of  stock,   782. 
of  forfeiture  of  shares,  783. 
waiver  of  notice   of   payment   of  assessment   by   stockholder,   780. 
of  assessments,   780,   781. 
ASSETS — See  Property  ;  Bond  Issues  ;  Quick  Assets. 

covenant  to  keep   on   hand   quick,    l.'{27. 
ASSIGNMENT — See    Patents;    Trade-Marks;    Subscriftiun  ;    Tka.nsfer  ;    Bill 
OF  Sale  ;  I>eed  ;  Bond  Issues  ;  Agreement. 
consent   to,    1406,   1204. 
detached,  of  stock.  760,  761. 
general,   to  a  corporation,  1489. 
of   account,    1488,    1489. 

bill  of  sale  with  warranty,  1501. 
bond,   without   recourse,    1490. 
concession,   1542  note 
contract,    1404,    1495. 

with    covenant    to   indemnify    assignor,    1494. 
of   subscription,    613.    650,    651. 
decree,  agreement  for,   1408  note 
equity  In  pledged  collateral,  924, 


2056  INDEX. 

[repersnces  are  to  pages.] 
ASSIGNMENT — continued. 

insuiaace  policy  to  secure  indebtedness,   1494  note 

judgment,  by  a  corporation,  1497. 

lease,    1220,    1204. 

moneys  due  under  a  contract,  1491. 

due  and  to  become,   1491. 
patent    to    promoter,    858. 
personal    property    by    a    corporation,    1502, 
right  to  subscribe  for  increased  stock,   1661. 
salary   and  notice   to   employer,    1584, 
separate  of  stock  certificate,  757,  760,  761. 
of  shares  of  stock,  by  endorsement,  761. 

to  be  hold  in  trust,   1139. 
of  stock  (111.),  762. 
notice  of,   762. 
of  stock  certificate   (N.  Y.  Stock  Exchange  form),  757-761. 
of  subscription  to  stock,  650,  651. 
notice  of,  1498,  1499. 
ASSUMING  liability  and  business,  charter  clause,   532. 

ATTORNEY — 'See  Agent  ;   By-Laws  ;  Officer  ;   Power  op  Attorney  ;   Opinion. 
AUDITING   ACCOUNTS,   regulating  clause,   547, 

AUDITOR — 'See  Al'Ditino  Accounts  ;  By-Laws  ;  Officers  ;  Regulating  Clauses. 
by-law  relating  to,   740,   699,   710. 
certificate  of  (Massachusetts),  156,  162. 
regulating  clause,  548. 

resolution  appointing  to  fill  vacancy,  1067, 
removing,    1068, 
AUTHORITY — 

to  company  to  give  notices  to  agent,  1046. 
AUTOMOBILE,  object  clause,   103. 
AUXILIARY, 

and  additional  purposes,  charter  clause,  545. 

B. 

BAILMENT — See  Contract  ;  Agreement  ;  Pledgb. 

contract  of,  1583  note  * 

BALANCE   SHEET,   charter  clause,  548. 
BALLOT — See  Annual  Meeting  ;  Meeting  ;  Election. 

for  directors,  1050.  , 

oflBcers,   1050. 
BANK — See    Merger    and    Consolidation  ;    Dissolution  ;    Negotiable    Instru- 
ments ;  Notes  ;  Pledge  ;  Guaranty. 

certificate  to,  680. 

agreement  with,    on   obtaining   credit,    1542. 

guaranty    of    corporate    indebtedness    to,    1550'. 

resolution    naming   depositary,    675. 

as   to  deposit   of   corporate  funds,   673,  674. 
BANKRUPTCY — See  Dissolution  ;  Reorganization. 

notice   by    receiver  of  time    within   which   to   present   claims,   2045. 

order  by  referee  for  assessment  on  stock,  not  fully  paid,  777. 

notice  of  petition  and  offer  to  buy  property,  2013. 

power   of   attorney    for   corporation,    2011. 

proof   of   claim    of   corporation,    2008, 
of   secured    claim,    2009,    2010. 
BENEFIT  ASSOCIATION — See  Employees'  Benefit  Association. 
BILL  OF  SALE — See  Agreement  ;  Contract  ;  Assignment  ;  Warranty. 

assignment  of,  with  warranty,  1501. 

by  corporation,  1499, 

to  corporation,  1500. 
BOARD — See  Directors  ;  By-Laws  ;  Meeting  ;  Minutes  ;  Executive  Committee  ; 
Dibbctors'  Mertings. 


INDEX.  2057 

[REFERENCES    ARE    T{^ PAGES.] 

BOND — See   Bond   Issues  ;    Negotiable   Instruments  ;    Bond  ;    Notes  ;    Deben- 
ture ;    First  Mortgage   Bonds. 

assife'umciit   of.    without   recourse,    14!)0. 
for  completion  of  building.  1480. 

contract  with    U.    S.  Treasury   Deijartrnent,   1527 
deed,   1188. 

mlnlDR   property,    1189. 
payment  of  money,   1483. 
performance    of    cow.'nants.    1482,    1488. 
of  agent  of  corporation.  1572. 

contractor   for   erection    of   building,    1485. 
employee  of  corporation.   1571. 
indemnity    for    lost    bond,    1181. 
certificate,    772.    773. 
note,    1181. 
Indemnity    to  surety   on    bond.   1483,    1484. 
lessee   for   performance   of   covenants   of   mining   lease.    1488. 
officers  of  a   corporation.   l)y-law   provisions,   704.   712. 
Bub-contractor,    1487. 
treasurer,   681,   G82. 
guaranty   by   indorsement,   1379,   1380,   1381. 
to   keep   options   In   force,   813. 
BOND   ISSUES — See  Flotation;   Listing   Stock;  Mortgage;   Notes;   Resolu- 
tions ;    Reorganization  ;    Subscription  ;    Trust   Deed  ;    Underwriting. 
adjustment    mortgage   bonds,    notice   of   declaration    of   interest,    1441. 
advance    subscription,    1432. 
advertisement  of  bonds,  1019,  1021. 

and  offer  to  receive   other  bonds   in  exchange,   1021. 
agreement. 

by   security   holders. 

for   creation   of   prior   securities,    1422. 

for   extension    of   first   mortgage   bonds,    1462. 

of  debenture  holders  to  extend  time  of  payment,   1469. 

to    sell    property    for   stock    and    Iwnds,    84G. 

to    sell    bonds    to    capitalists    intending    to    offer    same    to    public 

subscription,    977. 
to    purchase    bonds    from    subscriber,    1437. 
to    subscribe   to   and    convey    land   for    plant,    884. 
application    for  subscription   to,    1025. 
allotment   of   bonds   subscribed  for,   2045. 
landholders'    meeting  to  consider  default  in   interest,   notice  of,   1470,   1474. 

proxy   for,   1472. 
bonus  of  stock,   subscription    for   bonds  with,   1435. 
certificates   of  deposit. 
,  notice   of  exchange    for   definitive   engraved    securities,    1425. 

of   bonds,    1472. 
certificate  of  sinking  fund  commission  as  to  drawing  of  bonds,   1451, 
certificate  as  to  creation  of  bonded  indebtedness    (California),  33. 
clauses  in  trust  deeds,  etc. 
acceptance    by    depositary,    1468. 

advances   liy    trustee    to    protect    property,    1234,    1347. 
after-acquired   property,    1235,    1359. 
bearer,   right  to  deal  with  as  owner,   1311,  1353. 
Ijondbolciers  not  to  sue  until  trustee  in  default,  1242,  1207,  1312,   1351, 

1394,    1396. 
bonds,   execution  and   delivery  of,   1257. 
books  and  accounts,   and   audit   of,    1236,   1359. 
possession   of,   by    trustee   on   default,    1242. 
cancelation   of  bonds   as   paid.    12.^2,    1387. 

certificate  of  bonds   by  trustee.   1230,   1259,   1281,   1305,   1346,  1385. 
certificate    of   deposit    of    pledged    stock,    i:'.66. 
*"  of   extension    of   bonds,    1465. 


2058  INDEX. 

[RKFEREIICES    ARE    TO    I'AGES,] 

BOND  ISSUES — continued. 

collateral,  control  of  before  dcfanlt.   12S4,  13(;g,  1367,  1376,  1389,  1395. 

sale  of  on   default,   1367,    1376. 

trust   certlliciites,   guaranty   of,    1373. 
construction    work,    issue   of   bonds   for,    12o8. 
conversion   of  bonds   into  stock,    1326.    1347.    136.5. 
coupons,  no  lien  after  maturity,  If  detached,   1238,  1284,  1288. 
covenant,  as  to  validity  of  proceedings,  1384,  1468. 

as  to   use  of  proceeds,    1386.  ^ 

for   additional   security,    1401. 

not  to  encumber  property,  1346,  1358,  1366,  1387. 

not   to   Incur   obligations   outside   scope    of   business,    1235. 

not   to   pay   extra   dividends    unless  debentures   provided   for,    1359. 

of    compliance    witli   statutory    requirements,    1255. 

to  cancel    part   of   debentures   annually,    1347. 

to  maintain  office,    1283,    1307,    1388. 

to  maintain  property,    1233,    1255,    1346,   1358,    1405. 

to  maintain  quick  assets,   1235,   1327,   1359. 

to  pay  bonds,   1232,   1282,   1306,    1346,   1367,    1374,    1387,   1466. 

to  pay  interest  on   prior  securities,   1366,   1387. 
deposit   of   bonds    with    trustee,    1245,    1267,    1312. 
effect    of   calling   bonds    for    prepayment,    1232, 

of   consolidation    or    merger    of   corporation,    1238,    1375. 
evidence  of  ownership  of  debenture,   1353,   1369. 
foreclosure,    application    of    proceeds   on,    1264,    1354,    1391. 

consent   to    decree    of,    1242. 

to  entry  of  judgment   on  default,    1242. 

fees,    1242. 

indemnity    to    trustee,    1243,    1265,    1351. 

operation  of  property,  1403. 
foreclosure. 

by   sale,    1264,    1367,    1376,    1390. 

use  of  notes  in  payment  for  collateral  purchased  at  sale,  1392. 
further   assurances,    1236,    1255,    1284,    1388,    1405.  ' 
general   descriptive   clause,   1229,   1254,   1412. 
guaranty   of    bonds,    1379.  ^ 

of   collateral   trust  certificates,    1373,    1377. 
habendum   clause,   1229,    1254,    1280,    1361,   1384,    1401. 
income,    ascertainment   of,    1306,    1320. 
insurance,    1233,    1256,   1346,    1405. 
Interest    coupons,    1228,    1252,    1279,    1304,    1318,    1325,    1333,    1340, 

1344,    l.">57,    1364,    1373,    1384,    1415. 
Judgment,  entry  on  default,  1392. 
license  to  take   possession  on  default,   1403. 
lost  or  destroyed   bonds,   1245,   1281,   1364,    1386. 
majority    of    note-holders,    powers   of,    1393. 
notices    and    requests    by    bondholders,    1245,    1311,    1350,    1353,    1369 

1394. 
notice   of  Interest   on   income  bonds,   1307. 
option   to   redeem   bonds,    1365,    1374. 

parties   claiming   under   mortgagor   subject   to   mortgage,    1239. 
personal    liability   of    stockholders,    officers   and   directors, 

waiver  of,    1246,   1267,   1311,    l.^">2,    1393. 
pledged   stock,    voting  on   prior   to   default,    1366. 
possession    after   default,    1240,    1262,    1402. 
by  trustee  before   default,    1404, 

until    default,    1237,    1254,    1402. 
power  to  sell  old  material,  etc.,  free  from   lien,   1237,   1256,   1405. 
prepayment   of   bonds,    1231,    1260,    1286,    1308,    1348,    1349,    1386. 
proceeds    of  collateral   before   default,    1284,    1366,    1367,    1376,    1389. 
principal    due   on    default,    1240,    126.3,    1288,    1309,    1350,    1367,    1390, 

1467. 
proceeda  of  Insurance,   1234,   1256,   1346,  1377,   1405. 


INDEX.  2059 

[bbferences  Aiir  to  pages.] 

BOND  ISSUES — continued. 

proti'ition   of   trustee,    1230,    l_'(i7,    i:iri4,    VMO.    1396.    1405. 

purchase   of    Iwiids    by   tompaiiy   and    n-lpuge   of   collateral,    1287,    1308. 

purchase   of   honds   for   sinkinj?   fund,    l.'J2{). 

receiver,    appointment    of,    1241.    llicj;"..    140.''.. 

reconveyance    of    itroperty    on    performance,    124  7. 

recording   mortgage,    1244,    12G6,    I.'!!*.'). 

redemption    by   company   of  pledged  securities,    1300. 

redemption   from   sinking  fund,    1260,    1300. 

redemption    of   Iwnds,    1310,    13.30,    134S,    1374,    13.S6,   1467. 

refunding  and    improvement   bonds,    issue   of,    1341. 

registration    of    l>onds.    12:'.l,    1202,    130.0,    1374. 

and  transfer  of  bonds,  1283. 
registry  endorsement,  1228,  1318. 
release  of   part   of   mortgaged  premi.ses,    1237.    12."7,   1280,    1404. 

upon    full    performance,    1239,    1203,    1310,    13.52-5,    1377. 
remedies   cumulative,   1393. 

remedies   restricted  to  parties  and  bondholders,    1282,   1393. 
repairs,    1233. 
resolution  as  to  execution  of  bonds.   12r)0. 

as  to  issue   and  application   of  l>onds.    1250. 

as  to  sale   of   bonds,    12.")0. 

as  to  supplemental    mortgage,    1407. 
security   and    lien   of   bonds,    lli30. 
sinking  fund,    resolution    for,    1253. 

clause   for   coal    company,    1336. 

covenant   to   manntain,    1259,   1328,    1336. 

purchase  of  bonds  for,    1201. 

redemption   of   bonds    from,    1253. 

to   redeem   convertible   bonds,    1328. 
stockholders'    resolution,    1249. 
substitution    of    collateral,    1375,"  1395. 
surrender  and  exchange   of  bonds,    1416,   1466. 
taxes,    1232,    1283,    1345,    1366,    1387,    1405. 
temporary   bonds,   1246,    1282,   1306,   1362,   1416. 
trustee,   acceptance  of   trust,    1300,    1398,    1400.   1409. 

certificate   of,    1228.    1252,    1279,    1305,    1333,    1357,    1304,    1384. 

compensation    of,    1244,    1260,    1299,    1312,    1352,    1396. 

defense  of  suits  by,  1243. 

employment    of    agents,    etc.,    1353. 

Indemnification,    1312,    1369,    1377. 

individual    trlistee,    1248. 

liability  of.    1245,   1266,  1267,   1299,   1313,   1352,   1300,   1308,   1377, 
1395,   1418. 

lien  for  expenses,  1285,   1313. 

power  to   bid   in  property,   1242,    1351. 

power    and    control    over    collateral    security,    12S5. 

protection    by   certificate   of  officers,    1244,    1200.    1.300,    1354,    1405. 

remedies    on    default,    1241,    1288,-   1350,    1307,    1376,    1389,    1403, 
1467. 

resignation,    removal    and    appointment    of    successor,    1247,    1268, 
1300,    1313,    1354,    1308,    1377,    1396. 

sale    of    collateral    on    default,    1288,    1392. 
waiver  of   default   by   bondholders,    1244,    1206,    1288,    1351. 

of  demand   of  payment,   etc.,    1408. 

of  exemption   and    stay   laws,    1388. 
warranty  clause,   1232. 
coal  company,-  first  mortgage  sinking  fund  bond,   1334. 
clauses   regulating  bonds,    1336. 
collateral    trust    deed    securing   bonds,    1277. 
securing    income   Iwnds,    1302. 

convertible   bonds,    1361. 


2060  INDEX. 

[BEFERENCES    arm    to    rAGES.] 

BOND  ISSUES — continued. 

gunrauteed   t^u^^t   certificates,    1370. 
gold  notes,  1382. 
fcDdorseiuont  on   stock  certificates   pledged   under,    1315. 
notes,    notice    of   redemption,    1447. 
sale   of   by   trustee,   notice   of,    1476. 
convertible    bonds,    1323,    1363. 
debenture   indenture,    1342. 
cliuises  of  mortgage  regulating,   1326,   j;!28. 
debenture,   1343. 

advance   subscription   for,   1432. 
collateral    trust  agreement  securing,    1361. 

notice  to  stockholders  of  privilege  to  subscribe  for,  1426,  1427-1429. 
convtrtible  debenture,   note,   1356. 

agreement    to   extend   time   of   payment,    1469. 
indenture  securing,  1358. 
subscription  receipt  for,   1435. 
warrant  for,   1432,  1433. 
deed  of  trust.     See  Moktgage  ;  Bond  Issues  ;  Sale. 

notice  of  special  meeting  to  authorize  execution  of,  1272. 
securing  convertible   debentures,    1342. 
securing  first   mortgage   collateral   trust  bonds,   1277. 
definitive  engraved   securities,   notice  of  exchange   of   certificates   of   deposit 

for,  1425. 
directors,    resolution    authorizing   mortgage,    1276. 

resolution  authorizing  mortgage  and  bond  issue,  1273. 
election    to    pay    off    part    of    notes    and    exchange    new    notes    for    residue, 

notice  of,    1399. 
endorsement  of  bonds,  N.  Y.  Stock  Exchange  Rules,  1941. 
extension   of  bonds,   notice  of,   1460,    1461. 

agreement   for,    1462,   1469. 
first   mortgage   bonds, 

agreement  for  extension  of,   1462. 

coal   company,    1334. 

convertible,    1323,    1330. 

coupon,   1226,    1251,   1274,    1278,   l.*?23,   1330. 

forms  of,   1226,   1251,   1274,   1278,   1320,   1S53. 

of  paper  couipany,  1332. 

of   power   company,    indenture   securing,    1249. 

registered,    1320,    1322. 

resolution  as  to  exchange  for  consolidation  bonds,  1455. 

of  preferred  stockholders  authorizing  execution  of,  1423. 
sinking   fund,    1332,    1334. 
supplemental,   1399,   1407. 
trust   deed  securing,    1225. 
fractional  warrant  for  debenture,   1433. 
general   mortgage   railroad   lK)nd,    1322. 
gold  notes,   1383. 

trust  deed  securing,  1382. 
guaranteed  trust  certificates,  1371. 

trust   agreement  for,   1370. 
guaranty  of  bond  by  corporation,   1378,   1379,   1380,  1381, 
clause  of  mortgage,  1379. 
of  interest,  1438. 

notice  to  bondholders  in   re,    1488. 
of  trust  certificates,  1373. 
resolution   of   directors   authorizing,    1381. 
Income  bonds,   clause  in   re  payment  of   interest  on,    1.320. 
collateral   trust  deed   securing,   1302. 
form  of,  130.3,  1315. 


INDEX.  2061 

[REFERENCES    AUH    TO    PAfJES,] 

BOND   IRST'ES — continurd. 

noticf  to  deposit   to   havo   Interf-st   warrants  attached,    1437. 
of  declaration  of  InterpHt  on,   1444. 
of  payment    of    interest    on,    144:i,    1443. 
scrip,   1318. 
Indemnity   lK>nd    for    lost   coupons,    1470. 
Indenture.     .See  MctiiTOAOK  ;  TnisT  I)ki:i>. 
securing   convertihle   delK-ntures,    134L'. 
coupon  debenture   notes,    13r)H. 

first    m<)rt;,'iiKe   ;;old    honds    of    i)o\vcr    company,    1249. 
Kold    notes,    138li. 
Interest,    guaranty    of,    notice    to    bondliolders,    1438. 
on   income    bonds,   clause   in    re.    132U. 

warrants,  deposit  of   income  bonds   to  liave  attaclied,   1437. 
limitations  on  power  to  create  mortgages,  508. 
mortgage.     See  Coi.i.atehai,  Thist  Deku. 
supplemental,   13'J9,   1407,    1410. 

resolution    of    preferred    stockholders    authorizing    execution,    14'_'3. 
notes.     See  Notks  ;  Negotiaui.k  Instuc.me.nt.s. 
coupon    debenture,    l.'{.')fi. 
trust   deed  securing,   1382. 
notice  as    to   deposit   of   income   bonds    to    Iiave   interest    warrants    attached, 
1437. 

by    trustee    for    taking   up   bonds   on    condition,    1440. 

of  adjourned    meeting   of   bondholders,    1473. 

of     allotment   of  l>onds,   2045. 

of  annual    meeting    of    registered    bondholders.    1473. 

of  appointment   of  successor   trustee^  1474,    1475. 

of  ascertaining   and    declaration    of    interest   on    income    bonds,    1444. 

of    bonds    drawn    for    sinking    fund,    with    notary's    certificate,    1450. 

of    redemption,    with    notary's    certificate,    1440,    1450. 

of  bondholders'  meeting  to  consider  default  in  interest,  1470. 

to   appoint   successor   trustee,    1473. 
of  declaration   of  interest   on  adjustment   mortgage   bonds,    1441. 
of  exchange  of  new  bonds  for  matured  bonds,  1458. 
notice   of  exchange  of   certilicates   of  deposit  for  definitive   engraved   securi- 
ties,   1425. 

exchange   of    temporary    certificates   for    new   bonds,    1424. 
election  to  pay  off  portion  of  notes  and  issue  new  notes,  1390. 
exercise   of  option   to   call   bonds   for  payment,    1451. 
extension   of  sinking  fund   bonds,   ]40iO. 
bondholders'    meeting,   1471. 

offer   to   exchange    l)onds   on    certain    terms,    1459. 
exchange    preferred   stock    for   l)onds,    1458. 
extend  first  mortgage  Iwnds.   1460. 
payment   of    coupons,    ]4.'{0. 

on   matured   timber  land   certificates,   1444. 
interest  on   income    bonds,    1442,    1443. 
interest  on  deposited    mortgage    lionds,    1440. 
of  Iwnds   by  successor  company,    1445. 

of  first    mortgage    bonds    and    privilege    to    exchange    for    consoli- 
dated  l)Onds,   1455. 
privi'ege  to  extend  time  of  payn;ent  of  bonds  and  offer  of  e.xchange.  1461. 
public  sale   of   securities   by   trustee.   026,   927. 
purchase   of   bonds   by    leave   of   court,    1454. 
reception  of  proposals   to  sell   bonds,   1453.  • 

to   sinking   fund,    1452.    1453. 

of  proposals   to   sell   e(iuipment  bonds  to  sinking  fund,   1453. 
of  offers    to    S(>1I    l)onds    for    proce(Hls    of    part    of    collateral,    1454. 
redemption   of   bonds   before   maturity,    1445,    1447,    1448. 
sinking   fund  l)onds.    1448. 
collateral    notes.    1447. 
entire   bond    issue,    1446. 

with    offer   of   other   securities,    1456. 


2062  INDEX. 

[REFERENCES    ARE    TO    PAGES.] 

BOND  ISSVES—coniinued. 

sale  of  shares  by  special  master  under  decree  of  foreclosure,  929. 
by    trustee    of    collateral    securing   bonds,    1476. 
Qotice  of, 

special   meeting. 

to    authorize    issue    of    bonds,    1632,    16.33. 
to  authorize  mortgage,   1631. 
to  authorize   issue  of  sinking  fund  bonds,   1271. 
to  authorize  bond  issue  and  mortgage  trust  deed,   1272. 
to  increase  indebtedness   (California),  35. 
stolen  bonds.   1479. 

trustee's  sale  of  real   estate  under  indenture,   1477. 
vacancy  in  office  of  trustee,  1474. 

to  bondholders    of   right    to   have  guaranty    of   interest   endorsed,    1438. 
to  stockholders    of    privilege    to    subscribe    for    convertible    gold    bonds, 

1426,    1427,   1429. 
by  trustee  of  taking  up  coupons  on  condition  and  acceptance,  1440. 
offer   to   sell    stock   to   purchasers   of   bonds,    887. 
opinion   of   counsel  as  to  validity  of  bonds,   1026. 
s  as  to  organization,   right  to   issue  bonds  and   title  to  real  estate,   1028 

as  to  legality  of  organization  and  bond  issue,  1029. 
paper  company,   sinking  fund  l)ond,    1.332. 
power   to   issue   bonds,    charter   clauses,   539,    540. 
power   company,    indenture   securing  first   mortgage    bonds.    1249. 
preferred    stockholders,    resolution    authorizing    tirst    mortgage,    1423. 

stock,  notice  of  offer  to  exchange  for  bonds,  1458. 
protective   committee,   notice   of  payment  of  interest   by,    1443 
protest  against   bond   issue   b;|  stockholder,    1271    note. 
proxy   for   bondholders'    meeting,    1472. 
redemption   of  bonds,   notice   of,    1445-1449. 

notice  of,  and  offer  of  other  securities,   1456. 
refunding  and   improvement   bonds,    1339. 

clauses   regulating   issue    of,    1341. 
registered    bond,    1320.    1322. 

resolution    of   stockholders   authorizing   bond   issue,    1273,    1423. 
of  directors  authorizing   bond   issue,    1273,    1277   note. 
of  directors  to    call    stockliolders'    meeting    to    increase    debt     (Califor- 
nia), 34. 
as  to  surrender   of  mortgage   bonds  for   new  bonds,    1424,    1277  note. 
authorizing  guaranty   of  lionds,    1379   note. 

and   notice   of   privilege   to   subscribe   for   convertible   bonds,    1427. 
as  to  payment   of   first  mortgage   bonds  and   exchange   for   consolidated 

bonds,    1455. 
to  cancel   bond   and    mortgage,    1277   note. 

to  create  corporate   indebtedness  and   issue  bonds    (California),    37. 
to  issue   bonds    to   acquire    property,    1277   note. 
restriction   on    power    to   mortgage    or    pledge,    charter    clause,    508,    569. 
sale  of   collateral  by  trustee,  notice  of,   1476. 

real   estate  by   trustee,   notice  of,    1477. 
scaling  down   securities,    agreement   for,    1422. 
scrip,   income   mortgage  l>ond,   1318. 
sinking    fund    bonds,    clauses    regulating,    1328,    1336. 
coupon  bonds,   1330,   1332,   1334. 

commissioners'    certificate   as   to   drawing  bonds  for,    1451. 
notice  of  reception   of  proposals  to   sell   l)onds   to,   1452,    1453. 
notice    of    special    meeting    to    authorize    issue    of    sinking    fund    bonds, 

1271. 
prospectus   for   bonds,    1008,    1016. 
Bpecial  meeting, 

notice  of,  to  authorize  issue  of  sinking  fund  bonds,   1271. 
to  authorize  l>ond  issue  and  trust  deed,   1272. 
Stock,  clause  of  mortgage  regulating  conversion  of  bonds  into,  1326. 
certificate,  endorsement  on  pledged,   1315. 


INDEX.  2063 

f  RKFF.llKNCFS    ARE    TO    PAGES.] 

BOND  ISSI'KS — roHtinuril. 

sto<-kli<jl(It'rs,    rcsdiiiiiori   aiitliorizinj?   Issue,    127.'{. 
Hul)seriljcr,    agrct'incnt    to    piircliase    IxintlH    from,    14'M. 
subscription,   advance    to   conveitihle   debentures,    143:^. 

for   bonds,   ]4.'{t). 

for  bonds  with  stock  Iwnus,   14.";.'>,  11042. 

receipt    for   debentures,    ]4:'..">. 
supplemental   mortnaKe,    l.'i'.c.t.    1410. 

of    after-at(]uired    proiterty,    1407. 
stolen   bonds,    notice   of.    147!l. 

indemnity  bond  for.   147;». 
temporary   cerliflcales,   notice  of  e.\clian>,'e  for   lioiids,    1424, 
trust    certificates,    agreement   securing   Kuaranti'cd,    l.'}70. 
trust  deed,  securing  first  mortKago  bonds,   122ri. 

securing  first  mortRage  collati-ral   trust  bonds,  1249 

securing  income    bonds,    1:502. 
trustee,    notice    of    appointment    of    successor,    1474,    1475. 

bondliolders'    meeting  to   appoint  successor,   1473. 

vacancy    in   office   of,   1474. 

sale  of  collateral   by,    1470. 

sale  of  real   estate  by,    1477. 
underwriting  agreement   for   bonds,   9.08,    959,    901. 
warrant    for   debenture,    1432. 

fractional,   1433. 
BONUS — See  SfusciurTio.v  ;   Sales  of  Stock  ;   Bond  Issues  ;  Klotatio-V. 
subscription    for   preferred   stock    with,    C3S-G45. 

for  l>onds  with,   1435. 
BOOK  DEBTS,   specidc  pledge  of,   119S. 
BOOKS — See   By-Laws. 

and  accounts,  power  to  examine,  549. 

by-law  provisions,   724. 

charter  clause,  539. 

dividend,    1099. 

stock  certificate,   short   form,  750. 

stock  journal,   238,   707. 

ledger,   238,   708,   770. 
transfer,   704,  705. 
BOKHOW, 

power   to,   and  issue  securities,   535,   530. 
resolution   to,    1008. 
BOSTON  STOCK  KXCITANGE— See  I-istixo   SECiitrriEs  on   Stock  E.kchaxoes. 
BROKER — Sec   Collateuai.  ;    Flotation  ;    ritoMoTEiis  ;    Sales   of   Stock  ;    Stock 
Exchange. 

advertisement    of   preferred   stock,    995,   990. 
agreement   with,    892. 

for   sale    of   stock,    881. 
memorandum   of  sale   of  bonds.   S93. 
prospectus   for   bonds   and    stock,    1010. 
prospectus  for  stock  offered   by,   983-997. 
BUILDING— 

agreement,    for  erection   of,    15.37. 

with    U.    S.    treasury    department,    ir.2.".. 
bond  of   contractor,   1485,    1480. 

sub-contractor,    1487. 
BUSINESS — See   By-Laws;    Office;    Issie   of    Stock   fou    rnorEKTv  ;    Option 
Aguee.ments  ;  Regulating  Clauses  ;  Si-ecific  Ohject  Clauses. 
agreement   for  sale  of,   1750. 
assuuiing    liability    and,    532. 
general   object   clauses  as   to,   537,   538. 
place   of,    charter   clause,    5.39. 
power   to  acquire,   532,   5.33. 
specific   object   clauses   as    to,   390-531. 


2064  INDEX. 

[REFERENCES    ARE    TO    PAGES.] 

BY-LAWS — See   Regilatixu   Clauses. 
advisory  committee,  688.  717. 
adjournments,    7-9,    731. 
amendments   to,    693,    701,    70.5,    713,    725,    729,    737,   739. 

notice   of   special    meetings    for,    1667. 
annual  meeting, 

notice,    684,    706. 

time   of,    684,   693,    702,   706,    719,    726. 
auditor,   699,    710,    740. 

assistant    699    710. 
bonds   of   officers,    704,    712. 
tKJOks,  etc.,   724. 
cashier,  722. 
certificate   as  to,    741. 
certificates   of   stock,    692,    699.    701.    71<».    72;;.    728,    736. 

lost  or  destroyed,   702,   724   736. 

regulations  concerning,  692,   700. 

transfer  of,   692,   700,   701,   710,    72:!.    728,   736. 
chairman  of  board  of  directors,  690,   722. 
charter    clause,    5G7. 
checks,    700,    711. 
clerk,    IZ'). 

committees,    election  of,   688,   696,   708,    717,   734. 
common    stock,    716,    738. 
comptroller,   691. 
Delaware  form.   72.5. 
depositaries,    696. 
directors, 

classification,   686. 

compensation,  688,  721,  734. 

election  of,   686,  695,  707,  726,   731. 

interested  687. 

meetings    680. 

notice   of  special   meetings   of,   686,   696,    707-8..  720.   727,    732. 

order   of   business   at   meetings   of,    687,    696,    705,   708. 

power   over   corporate   property.   73.'!. 

quorum,   687,   690,   704,   708,   720,   7.".2.    7:19. 

regular   meetings,   687.   096,   703.    707.    720.    727.   732,   7:!9. 

special   meet  ing.s,   087,   090.    704.    708,   7i:o,   727,    7:i2,    7:!9. 

submission    of   contract   to   approval    of   stockholders,    087. 

to  l)e  stockholders,   686.   703.   704,   717.   729. 

vacancies.    080.   095,    703,   707,   717,   739. 
dividends,   092,    700,   718,   728,   737. 
executive    committee,    696,    70S,    717,    723,    734,    739. 
finance  committee,  688. 
fiscal   year,   712,   729. 

forfeiture  of  stock   for   n<)n-i)ayment   of  assessments,   702. 
forms  of  by-laws.   684-741. 
general   counsel,    090. 
general    manager,    740. 
guaranteed   stock,   714. 
Illinois  form,  701-706. 
Inspection  of  books,   719,   725,   734. 
inspectors    of   election,    685,    095,    706. 
Maine    form,    729. 
negotiable   instruments,    718,    734. 
New   Jersey    form,   084,   693. 

notice   of   annual    meeting   to   amend,   1039,    1040. 
officers,  election  of.   088,   689,    697,   703,    704-709,    721,   727,   732-739. 

removal  of,  0.S9,   704,   734. 
organization   meetings,    730. 
preferred   stock,    715,   7.38. 
president,   090,   097,   704,   709,   721,  727,   732,    730. 


INDKX.  2065 

[kefekences  auk  to  pages.] 

BT-LAWS — continued. 

principal   offlce,  713,  725,   T29. 

proxies,    685,   720,   730. 

quorum,  084. 

resignations,    735. 

seal,   003,   701,   713,   726,   729. 

short  form  of  by-laws,  738. 

South  Carolina  form,  713. 

secretary,   091,   098,    705,   710,   722,   727,   735,   7.39. 

assistant,    691,    098,    710,    723. 
special  stockholders'  meetings,,  084,  094,   7(t2,  700.   719,   720,   731,   739. 

notice   of,   084,   694,   702,   703,    71!t,    720,   7.!1.    738,   739. 
stock   ledger,   728. 
stockholders'  meetings, 

list   of    stockholders   685. 

organization,  085. 

proxies,   685,   720,  730. 
quorum,  084,  094.   703,  720,  720,   731,  738. 
order  of  business,  700. 

voting,   085,    094,   703,   706,    719,    720,    730,    738. 
transfer  agent,    092,    724. 
transfer   books,    closing   of,    092,    700,    725. 
treasurer,   090,   098,    705,   710,   722,    728,   735,   739. 

assistaat,  091,  099,  710,  722. 

bond  of,   091,   699,    722,   728,   735. 
United   States   Steel   Corporation   684. 
vacancies   In  offlce,    736,    739. 
vice-president,    090,    698,    705,   721.    727,    733,    7:i9. 

second  698. 
voting   upon   stocks  In  other   corporations,   091,    (;99. 
waiver  of  notice,  721,   731,  737. 
working  capital,   693,   700,   718. 

C. 
CALIFORNIA — 

acknowledgment,   367. 
articles   of   incorporation,    18. 

without  capital  stock,   19. 
certificate,    to    increase    or    decrease    directors,    21. 

of  removal  of  principal  place  of  business,  21. 

of  extension   of  existence,   24. 

of  increase   of   capital   stock,   28. 

of  creation   of  bonded  indebtedness,   33. 
foreign   corporation,    designation    of   agent,    41. 
order   for   change   of   name,   25. 
order   for  voluntary   dissolution,   26. 
report  on  general   franchises,  42. 
CALL — See     Asse.ssment  ;     Instalments;     Notice;     Si-bscription  ;     Meeting. 
by  majority   of   stockholders,    notice   of   1637,    1705. 
by  stockholders  to   dissolve   corporation,    1705. 
for   first   meeting,   by   incorporators,   054. 
forfeiture  of  stock  for  non-payment  of,  555,  550. 
notice  of,  on  stock,  777-779,   780. 
of  special   stockholders'  meeting  by  stockholders.    1037. 

by   one  stockholder,   1638. 
payment   of,   regulating  clause,   554. 
regulating   clauses,    555. 

resolution   of  directors  to  make  calls  on  shares.   073.    074,   770. 
setting   off   dividends   against,   501. 
CANCELLATION — See       Revocation  ;       SinscitiPTioN  ;       riioxv  ;       Power      of 

Attorney. 
CAPITAL    STOCK    CLAUSES — See    Stock  ;    Regulatixg    Ci.acses  ;    Preferred 
Stock. 

preferred  stock — cumulative.  571. 


2066  INDEX. 

[references  akh  to  tages.] 
CAPITAL   STOCK  CLAUSES— roH/i/iHr;/. 

preferred  stock — cumulative  dividends — equal  dividends  with  common 
stoclt  after  specilied  preiVrred  and  common  stock  dividends  paid — on 
dissolution  after  preferred  stock  and  accrued  dividends  and  par  of 
common  stock  paid,  preferred  stock  to  share  equally  with  common 
stock,  572. 
preferred   and  common   slock — .preferred   stock   ciraulative   and   preferred   on 

dissolution    as   to   par   value   and   accrued    dividends,   573. 
preferred  stock  ;   cumulative  dividends  ;   preferred  as  to  par  value  on   disso- 
lution ;   voting  power   while  dividends  unpaid,   574. 
preferred   stock;    dividends    cumulative,    payable    quarterly;    preferred    as    to 

par  value  and  accrued  dividends  on  dissolution,   575. 
preferred  stock;  dividends  cumulative;  half-yearly   paymi'nts  ;   no  additional 

dividends,   57G. 
preferred  stock — cumulative  dividends — rate,  if  preferred  stock  increased,  to 
be    fixed    by    stockholders — preferred    as    to    par    value    and    accrued    divi- 
dends on  dissolution,  576. 
preferred  stock — cumulative  dividends — preferred  as  to  par  value  and  unpaid 

dividends  on  dissolution,  577. 
preferred    stock — cumulative — .right    to    participate    in    surplus    profits    and 

assets  with  common  stock,  578. 
preferred    stock — cumulative    dividends — provisions    for    extra     dividends — 
preferred  as  to  capital  and  dividends  on  dissolution — privilege  to  exchange 
for  common  stock,  578. 
preferred    and    common    stock — dividends    on    preferred    stoik    cumulative — 
preferred   stock   preferred  as  to   par  value  and  accrued   dividends   on   dis- 
solution— dividends  on  common  stock  limited,  579. 
preferred   stock   with   power   to   the   company   to   retire    the   same   upon    pay- 
ment of  a  certain  premium,  580. 
preferred    stock    entitled    to    cumulative    dividends    and    to    share    pro    rata 
with  common  after  payment  on  common  of  specified  dividend — subject  to 
redemption  and  without  voting  power,   581. 
preferred   stock — dividends    cumulative — preferred   as    to   assets-j-redecmable 
■as  a    whole  at  option   of   company   on    dividend   dates — sinking  fund   pro 
viding    for    purchase    or    ultimate    redemption — preferred    stock    to    have 
limited  voting  power,  582. 
preferred  stock — cumulative  dividends   on   preferred  payable  yearly   or  half- 
yearly — preferred  as   to   capital   and  dividends   on   dissolution — ■provisions 
for  sinking  fund — right  of  redemption  of  preferred  stock,   585. 
preferred  stock — cumulative,  preferred  as  to  principal  on  dissolution — option 

to  retire  at  par  and  accrued  dividends,  184. 
first  and  second  preferred  stocks — cumulative  dividends  payable  semi- 
annually— first  preferred  stock  preferred  as  to  capital  and  dividends  on 
dissolution  ;  second  preferred  stock  preferred  over  common  stock  as  to 
capital  and  dividends  on  dissolution — cumulative  voting  right  to  all 
stock,  586. 
preferred  stock  cumulative  and  convertible  into  common  stock  within  certain 

period,  587. 
preferred  stock  convertible  into  common  stock,  58S. 
preferred  stock,  dividends  non-cumulative,  589. 
preferred   stock,    dividends   non-cumulative,   preferred   only   as   to   capital   ou 

dissolution,  589. 
preferred  stock,   non-cumulative,   589. 

preferred  stock    entitled    to    non-cumulative    dividends    of    different    rate    in 
certain    years   and   preference    as   to    par   value   on    dissolution — preferred 
stockholders  entitled  to  choose  directors  of  certain  class,  590. 
preferred   stock — dividends    non-cumulative — preferred   as   to   capital    on    dis- 
solution, 591. 
preferred   stock,    non-cumulative,    but    preferred    as    to    par    value    on    disso 

lution,  591. 
preferred   stock,    dividends   non-cumulative,   board   of   directors   to   determine 
rate  of  payments — preferred  as  to  capital  only  on  dissolution,  592. 


INDEX.  2067 

[REFEnENCES    ARE    TO    PAGES.] 

CAPITAL   STOCK  CLAUSES— tontinucd. 

preferred    stock — non-cumiilatlvc   as    to    dlvldcndB — preferred    as    to    accrued 

dividends  on  dissolution,  593. 
preferred   stock— dividends    non-cumulatlvc,    directors   to    determine    time    of 

payment— preferred  as  to  capital  only  on  dissolution,  594. 
preferred    stock — dividends   non  cumulative,    payable    half-yearly — no    prefer- 
ence on  dissolution  except  as  to  par  value,  594. 
prcf<Tred  stock — cumulallve— on  dissolution   preferred  stock  to  receive  prin- 
cipal and  accrued  dividends — rcdeemal)le  as  entirety  at  fl.xcd  price,   104 L 
preferred  stock — dividends  cumulative — no  dividends  on  common   stock  until 
specified    surplus    set    apart — redeemal)le    at    premium — retirement   of    pre 
ferred  stock  by  Installments — on  diijtribution   preferred  as  to  capital  and 
accrued  dividends — remainder  to  holders  of  common  stock,  2i:i. 
guaranteed  preferred  stock,  595. 
founders'  shares,  595,  590. 

limitations  on  voting  powers  of  preferred  stockholders,  597. 
stock  all  of  one  class — par  value  of  shares  !fl,00(),  599. 
CAPITAL  STOCK — See  Capital  Stock  Ci.auses  ;  Certificate  of  Stock  ;  Com- 
mon Stock;  Dkckeask  of  Capital  Stock;  Diviuenus  ;  Increase  of  Capital 
Stock;  Pkefeuued  Stock  ;-  Keiulatinc  Clauses;  Stock;  Stockholdeks  ; 
Stockholders'  Agreement.s  ;  SrnscuiPTiON  ;  Shares;  Reorganiz.vtion  ;  Dis- 
boh'tion  ;  Voting  Trusts. 

certificate  as  to  paid  in  (Porto  Rico),  287. 
of  paid   up    (Vermont),    331. 
cf  payment  of   (New  Jersey),  196. 

(New  Mexico),  20G. 
of  payment  of  one-half   (New  York),  216. 
of  suliscriptlon  of  ten   per  cent.    (Ohio J,  239. 
clause  giving  directors  control  over,  551. 
report   (New  York),  220.' 
statement  as  to  Issue  of   (Virginia),  338. 
CARNEGIE  IRON  CLAD  AGREEMENT,  2021— See  Close  Corpor.vtion  ;  Stock- 
holders' Agreements. 
CAR  TRUSTS,  etc. — See  Bond  Issues;  Collateral  ;  Notes;  I'ledge  ;  Reorgan- 
ization. 
'agreement  for  conditional  sale  <>f  rolling  stock,  1998. 
for  sale  of  cars,  150S. 
articles    of    association    of    railway    equipment    trust    with    form    of    certifi- 
cate, 1971. 
car  trust  agreement  for  coal  mining  corporation,  1992. 

for    traction    company,    1983. 
certificate  for  shares  in  general  equipment  trust,  1074. 
guaranty  of  certificates,  1985. 
lease  of  roiling  stock  by  trustee  to  railroad   company.   1978. 

of  rolling  stock   for  car  trust,   1988. 
notice  of  special  stockholders'  n^oeting  to  consider  car  trust,  1G31. 
railway  equipment  bond,   1981. 

release  of  rolling  stock  from   car  trust  agreement,  2002. 
CASH  DIVIDENO — See  Dividends. 

notice  of  right  to  take  or  to  subscribe  to  stock  in  new  company,  G2S. 
regulnting  clauses  as  to,  5G2. 
CASHIER — See  Treasurer. 

by-law  provision,  722. 
CERTIFICATE — See    Acknowledgment:    Assignment;    By-Laws;    Affidavit; 
Amknd.ment;    Certificates   of   Stuck;    Cai-ital  Stock;   Decrease  of   Capi- 
tal   Stock;    Foreign    Corpor.\tions  ;    Increase    of    Capital    Stock;    Prh- 
FERRED  Stock;   Sh\res;  Stockholders;   St.vte  Forms;  Bond  Issues. 
as  to  by-laws,    741. 
as  to  payment   of   capital    stock    (New    .Jersey),    19G. 

(New   Mexico K  200. 
by  secretary   as  to  passage  of  resolution.    loTl.    ir.39. 
funding.   1102. 
Of  anicudment  of  charter.     See  A.mendments  to  Charters. 


2068  INDEX. 

[references  are  to  pages.] 
CERTIFICATE— coH««uf(f, 

of  appraisemeut  of  property  exchanged  for  stock,  869. 

of  change  of  name.     Sec  Najie. 

of  change  in  number  of  directors.     See  Directors. 

of  condition,    (Massachusetts),   154. 

of  consolidation.     See  Merger  and  Consolidation. 

of  increase  of  capital  stock.     See  Increase  of  Capital  Stock. 

of  decrease  of  capital  stock.     See  Decrease  of  Capital  Stock. 

of  dissolution.     See  DiSaoLuxioN. 

of  deposit,   notice   to   exchange   for   definitive   securities,    1425. 

of  election,  inspectors",  24.S,  104S. 

of  notary  public  as  to  drawing  bonds  for  redemption,   H49,   14r)0. 

of  sinking  fund   commissioners   as   to   drawing  bonds  lor   redemption,    1451. 

of  paid  up  capital  stock   (Vermont),  331. 

of  payment   of   installment   on   subscription,   641. 

of  payment  of  one-half  capital  stock   (New  York),  21G. 

of  publication    of   notice,    1G44,    176G,    1773. 

of  trustee  on  bonds,   1230,   1259,  1281,  1305,  1346,   1385. 

to  registrar  of  stock  1070. 
CERTIFICATE     OF     INCORPORATION— See     Articles     of     Incorporation; 
Charter  ;   Certificate  of  Organization. 

Delaware,  69. 

Louisiana,   127. 

Minnesota,    171. 

Missouri,    175. 

New  Jersey,  190. 

New   York,   210,   211. 

North   Carolina,  224. 

Virginia,    337. 
CERTIFICATE  OF  ORGANIZATION— See  Articles  of  Incorporation;   Char- 
ter. 

Connecticut,    54. 

Illinois,   92. 

Maine,  136. 
CERTIFICATE  OF  STOCK— See  By-Laws  ;  Capital  Stock  ;  Preferred  Stock  ; 
Regulating  Clauses. 

application  for  new,  771. 

assignment  of,  N.  Y.  Stock  Exchange  forms,  757. 

bond  of  indemnity  for  lost,  772,  773. 

book  of  (Ohio),  237. 

by-law  clauses  in  re,  692,  699,  701,  710,  723,  728,  736. 

charter  clauses,  549. 

common  stock,  where  preferred  stock  issued,   747. 

creating  holder  a  creditor  and  not  stockholder,   755. 

defaced   or   lost,   regulating  clauses,   562. 
by-law   clauses,    702,    724,    736. 

first  preferred,  748. 

exchangeable  for  common  stock,   752. 

full  paid,  743. 

generally,  742-770. 

Northern   Securities  Company,  745 

notice  of  lost,   771-2. 

order  for  issue  of  to  nominee,  869. 

partially-paid,    743. 

pledged  under  collateral  trust  deed,  endorsement.   1315. 

power  of  attorney,   N.  Y.   Stock   Exchange  forms,    1948. 

preferred    stock,   740-753. 

provisional,  not  fully  paid   up,  744. 

reserving  lien  to  corporation,  754. 

resolution  adopting  form  of,  673,  680. 

second   preferred,  749   tiote. 

subscription   payable  by  installments,   641. 

sheet  from  book  of,  756, 


INDEX.  2069 

[BEFERENCES    ARE    TO    PAOES.] 

CERTIFICATE  OF  STOCK — continued. 
temporary,    lt)(!4. 

to   be  countcrHiKiu'd  and   roKlstcrcd,   744. 
Irunsf.r,  by  laws,  UiHi,  700,  701,  710,  T^'.i,  72H,  T.id. 
Unili'd    Stall's    Stt'd    corporation    750. 
CERTIKIKl)  copy  of  contract  with  U.  S„   152S. 

list  of  stockholders,    104!». 
CHAIRMAN — See  Hv-I.aws  ;  Mkictinos  ;  Minutes;  Exkim;tivh  Committee. 

of   board   of   directors,    by  law   provisions,   000,   722. 
CHANGK — See    Amknumknt    to    Chaiitkr  ;    Cektifuate  ;    Consoi.idatio.n  ;    !)»;- 
ciiEASE   OF   Capital   Sto<:k  ;    Par   Vai.le  ;   Uiuectoks  ;    Increase   uf  Caimtai. 
Btoc-k  ;    Name;    RKOiwiANizATiON  ;    Principal   Okkke  ;    By-Laws. 
of  stock   issue,    charter  clause,   5.")2. 
CHAIfTER — See    Aktui.es;    Certificate;    Capitai,    Stock    Clauses;    Genkrai. 
OUJECT   Clauses;    Regulating    Clauses;    Specific   Object   Clauses;    State 
Forms. 

Mississippi,    174. 
petition  for   (GeorKia),  80. 
proposed    (Florida),   76. 

surrender  of  before  organization   (West  Vir^ciniai,  1771. 
Tennessee,   315. 
CHAR'l'FR  PARTY — See  Vessel. 
CIIATTKL  MORTGAGi: — See  Mortcaoe  ;  I'LKixiE  ;  Bond  Issues. 

corporation  to   individual    (Illinois),  1190. 
CHECK — See  Negotiable  Instruments. 
by-law   provision,   700,   711. 
corporate,    1175-6. 
letter  to  accompany,  1179. 
dividend,  1082. 
letter  accompanying,  1082. 
voucher,  1177-8. 
letter  to  accompany,   1179. 
endorsement  of,   1176,  1151-1154. 
CHICAGO  STOCK  EXCHANGE — See  Listing  Securities  on  Stock  Exchanges. 

rules  of,  1962. 
CLASSIFICATION — See  By-Laws. 

of  directors,  563,  564. 
(»LOSB  CORPORATION — See  Stockholders'  Agreements;  Carnegie  Iron  Clad 
Agreement. 

agreement   for,    1134-1137. 
CLOSING  TRANSFER  BOOKS — See  By-Laws;  Notice;  Dividends;  Meetings; 
Voting. 

by-law  provisions,  692,  700,  705. 
charter  clause,  549. 
CLOTHING   BUSINESS— 

object  clause,  212. 
COAL— 

agreement  for  sale  of,  1516-1619  note. 
company,  car  trust  agreement  for,   1992. 
sinking  fund,  bonds  of,  1334. 
mortgage  clauses  in  re,  1336. 
COLLATERAIi — See  Bond  Issues;  Covpon  :   Nkgotiable  Instruments;  Notes; 
Pledge. 

agreement  with  sul>scription,  <i49. 
note,    1900-1903,    1155-1158. 
secured  by  assignment  of  account.   1156  note. 
notice  of  sale  of,  925-927,   1476. 

trust   agreement   securing   convertible   lH>nds,    1361.  • 

deed   securing   bonds.    1277. 

securing   Income   bonds,    1302. 


2070  INDEX.      - 

[references  are  to  pages.] 

COLORADO— 

acknowledgment,  3G8. 
annual   report,   domestic  or  foreign,  50. 
certificate  of  amendment  of  articles,  47. 
of  full-paid  capital  stock,  49. 
of  impression    of   corporate   seal,    50. 
of  incorporation.  4G. 
foreign  corporation — certificate,  52. 
COMMISSION— 

agreement  for  sale  on,   1584  note. 
COMMISSIONERS — 

report  of  (Illinois),  90. 
COMMITTEE — See   Executive   Committee  ;    By-Laws  ;    Minutes  ;    Reorganiza- 
tion. • 
election  of,  by-law  provisions,  688,  696,  708,  717,  734. 
COMMON    STOCK — See    Cai'ital    Stock    Clauses  ;    Certificate  ;    Decrease  ; 
Increase;   I'ueferred  Stocks;   Shares;   Stock;   Subscription. 
by-law  provisions,  716,  738. 
certificate,   wlien  preferred  stock  issued,   747. 

of  preferred  stock,  exchangeable   for,    7.")2. 
subscription  for  preferred  stock  with  bonus  of.  64."). 
COMI'ENSATION — See  Bv-Laws  ;   Promoters  ;   Directors  ;   Officers  ;   Agents  ; 
Employees. 

of  directors,  regulating  clause,  565. 
COMPETING  BUSINESS — See  Anti-Teust  Affidavit. 
agreement  by  employee  not  to  enter,   1573-1574. 
covenant  not  to  enter,  606-609,  791,  801,  824,  854. 
COMPLETE    ORGANIZATION — 

certificate  of   (Illinois),  92. 
COMPTROLLER— See  Auditor. 

by-law  provision,   691. 
CONCESSION — See  Agreement  ;   Promoters  ;   Option   Agreements, 
charter  clause,   540. 
option  to  purchase,  797. 
CONDITIONAL   SALE — See  Agreement  ;    Contract  ;   Car  Trusts. 

of  rolling  stock,   1998. 
CONDITIONAL  SUBSCRIPTION— See  Escrow  ;   Subscription  ;  Capital  Stock. 

forms  of,  625-627,  636-638,  649. 
CONNECTICUT — See  State  Forms;  Foreign  Corporations. 
acknowledgment,  369. 

amendment  Ijefore  organization  of  certificate  of  incorporation,  56. 
annual  report,  65. 

annual  report — foreign  corporation,  68. 
appointment  of  attorney  by  foreign  corporation,  67. 
certificate  of  consolidation  or  merger,   63. 
of  change  of    location,    59. 
of  change  of  name,    60. 
of  increase   of   capital    stoct,   57. 
of  incorporation,    54. 

of  issue   of   additional   shares   of   capital,   57. 
of  organization,    54. 
of  reduction  of  capital  stock,   58. 
final  certificate  of  dis.solution,  62. 
preliminary  certificate  of  dissolution  by  consent  of  stockboldf^s,  61. 

by  vote  of  stockholders,   61. 
statement  of  foreign  corporation,  66. 
CONSENT — ^See     Agreement;     Notice;     Waiver;     MEfTTiNOs ;     Stockholders; 
Directors  ;  Bond  Issue. 

co-operation  and  object  clauae,  5.33. 
to  assignment  of  lease,   1204. 
to  decree    of    foreclosure,    1242. 
to  creation  of  prior  securities,  1422. 


I.VDEX.  2071 

[HEFEHENCES    AKK    TO    I>AGEK.] 

CONSIGNED  rnorERTY— 

lease  of  premises  for  BtoraKe  of,  1532. 
CONSOLIDATION — See  Mkuger  and  Co.vsoi.inATioN. 

CONTUACl' See    Agreement  ;     Sale;    Option    Agreements;     Stockholdebs* 

AiaiEEMENTS;  Bond;  Deed;  Merger  and  Consolidation;  Holding  Company; 
MINITES  ;  Ueorganiz\tion. 

a(lc>i)tion  of,  after  incorporation,  1481. 
UKreouient  for   niodillcation,   1481. 
assignment  of,   1404-1495. 
assignment  of  moneys  due  under,  1401. 
bond  for  performance  of  covenants,   1482. 

for  contract  with   United  States  Treasury  Department,  1527. 
•onsent  to  assignment  of,  1490. 
covenant  not  to  sue,   l.")54   note. 

to  submit  to  arbitration,   855. 
£or  advance  of  money   in  consideration   of  stock,  009. 
for  employment  of  agent,   1568. 
for  public    work.    1528    note. 
for  sale  of  machinery,   1514. 
for  superstructure  of  bridge,   1515. 
for  guaranty  by  corporation,    1548. 
minutes  of   directors'   meeting   to   act   upon,    1003. 
notice  of  stockholders'  meeting  to  consider,   1629. 
of  subscription  and  agreement  with   promoter,  013. 

with   collateral  agreements.   049. 
pledge  of  money  due  under,  149.*?. 
power  to,  object  clause,  536,  540. 
resolution  authorizing  execution  of,  1068. 
to   furnish    coal,    1516-1518. 
with   foreman,  1569. 

United    States   Government,   Treasury   Department,   1528. 
CONTRACTOR — 

bond  for  erection  of  building,  1483. 
CONVERSION — See  Bond  Issues;  Debentures;  I'kekerred  Stock. 
CONVERTIBLE — See  Bond  Tsst;i;s. 
gold  bonds,  form  of,  1323. 
collateral   trust   agreement   securing,    1361. 
form   of  bond,   1303. 
debenture,  indenture.  1342. 
debenture,  advance  subscription  to,  1432. 
fractional   warrant   for,    1433. 
subscription   receipt  for,    1435. 
warrant,    1432. 
CONVEYANCES — See  Agreement  ;  Assignment  ;  Bill  of  Sale  ;  Bond  Issues  ; 
Contract;     Deeds;    Lease;    Mortgage;    Trust    Deed;    Trust;     Trustee, 
Declaration. 
CORBORATE  CHECK,  1175,  1176.     See  Dividends;  Negotiable  Instruments; 
Note  ;  Check  ;  Letter. 
endorsement  of,    1176. 
voucher,   1777-1779. 
CORPORATION — ^Sce  Preliminary  Agreement;  Agreement;  Charter;  Agree- 
ment for  Incorporation;  Articles  of  Associ.\tion  ;   Statement  for   Incor 
I'ORATioN  ;  Merger  and  Consolidation;  Reorganization;  St.\te  For.ms  ;  Dis- 
solution; Minutes;  Organization. 

agreement  for  organization  of,  and  advanced,  615. 
lien  on  shares  and  dividends,  560. 
management  by  directors,   regulating  clause,   549. 
CORPORATION'S  ANNUAL  REPORT— See  Annual  Report. 
COUNSEL — See  Attorney  ;  Solicitor. 

opinion  as  to  validity  of  bonds,  1026. 
as  to  issue   of   bonds,   1027. 

as  to  organization,  right  to  issue  bonds  and  title.   1028. 
as  to  legality  of  organization  and  bond  Issue,   1029. 
resolution   in  re  cmploTment  of,  1068. 


2072  INDEX. 


[REFEKEXCES    ARE    TO    PAGES. 1 

COUPON — See  Bond  Issues;   Negotiable  Instruments;   Notks  ;   Debentures: 
Collateral  Trust   Certificates  ;   Short  Term   Note. 
debenture  note,   135G. 
indenture  securing,  1358. 
form  of,   1160. 
Interest,   1228,   1252,   1279,   1304,    1318,   1325,   1333,  1340,   1344,   1357,    1364, 

1373.  1384.  1915. 
judj^ment    note,    1173. 
notice  of  payment  of,  1439. 
for  short  term  note,  1159,  1100. 
COVENANT — See  Agreement;  Contract;  Bond;  Bond  Issues;  Negotiable  In- 
struments; Deed;  Agent;  Emplovek.s. 

against  mortgages,   in   resolution  for   coupon   notes.   1163. 
bond  for  performance  of,  1482. 
lease  with,   1199. 

not  to  sue  stockholders  on  stock  liability,  ]553,  1554  note. 
not  to  compete  in  business  with   vendors,  600-609,  791,   793,  801,  824,  854. 
CREDIT — See  Agreement  ;  Bank  ;  Guaranty. 

agreement  with  bank  on  obtaining,  1542,  1543,  1544-1546. 

stockholders"  to  bank,  1546. 
statement  for  obtaining  credit,   1502-1506. 
CREDITORS — 

notice  to,  of  purchase  of  corporate  assets  and  assumption  of  liabilities,  2016. 
statement   for   obtaining  credit,    1502-1506. 
CUMULATIVE  DIVIDENDS — See  Dividends  ;  Preferred  Stook  ;  Capital  Stock 

Clauses  ;  By-Laws  ;  Regulating  Clauses. 
CUMULATIVE     VOTING — See     By-Laws;     Meetings;     Regulating     Clauses; 
Stockholders  ;  Voting. 
regulating   clauses,   358-9. 
CUSTODIAN — See  Escrow  Agreement  ;  Depositary  ;  Bond  Issites  ;  Reorganiza- 
tion ;  Pledge. 

appointment  of  for  pledged  prop(>rty  on  leased  premises.   1534. 

D. 

DEATH — See  Power  of  Attorney. 

transmission   of  stocks  by,   regulating  clause,   550. 
DEBENTURES — See    Bond    Issues;    Convertible;    Negotiable    Instruments; 
Notes. 

convertible,  1343. 

coupon  note,  1356. 

indenture  securing  convertible,   1342. 
securing  coupon  notes. 

underwriting    agreement    for,    901. 
DEBTS — See  Bankruptcy  ;  Reorganization  ;  Statement  for  Obtaining  Credit. 

agreement  to  issue  paid-up  stock  for,  845. 

guaranty  of  corporate,  to  limited  amount,  1549. 

power  of  attorney  to  recover,  1562. 

specific  pledge   of  Ijook,    1198. 
DECLARATION — .See  Articles;  Charter;  Certificate;  Foreign  Corpora riova. 

and  petition  lor  charter   (South  Carolina),  304. 

of  incorporation    (Alabama),    1. 

of  trust  by   trustee,    1186. 

of  trust  in  land,  1185. 
DE(?RI:ASE  of  capital  stock — See  Amendments  to  Charters;  Increabb; 
Reduction  ;  Reorganization. 

certificate   of    (Illinois),   1679. 
Connecticut,  53. 

Vermont,  332. 

notice  of  reduction  of  stock  Issue,  1676. 

of  special  meeting  of  stockholders  to  reduce  capital,  1677. 

reflating  clauses,  554. 


'    -'  INDEX.  2073 

rREFEHENCES    ABE   TO    PAGES.] 

DECKEASK    OF   ('AriTAL   STOCK — continued. 

resolution  for  docroasu  of  cupitui  stock,   1077>>. 

resolutlou   for  intrt-asu  or  docreasL-  of  authorized  caiiital   sto(  k,    Hi"". 

of  directors   in    reference    to   reduction    of   capital,    auiendmeut   of   char- 
ter   and    calling    .stockholders'    meeting,    lUTS. 
statenlent  of  (Kansas),  IIS. 
DEKI)^ — See    Hoxd  ;    Tiiist    Ijkeu  ;    ISond    Issues;    Bill   ok    Salk  ;    Aukeement; 
Con riiACT  ;    ("unvevance  ;    yiriT-Ci.Ai-M    1>eeu. 
bond  for,   1188. 
of  mining  property.  llHi>. 

by   treasurer  foi    stock  sold  for  unpaid  assessments,   7S.">. 
of  trust   between   benefit  association  and   trustees,    1587,    1508. 
quit-claim,    by    corporatitjn,    11.S4. 
testimonium   clauses,    VSSS. 
warranty,  corporation  to  c(jrporation,  118;j. 
articles  of  agreement  for,  1187. 
DEKIMTIVIO  SICCUKITIKS—See  Kiind   Issi:e.s  ;  Certificate  or  Stock;   Flota- 
Tio.N  ;    l.NcuEA.sK  OK   Stock  ;    Stock  ;    ]{Eon<iAM/.ATio.N. 
notice  of  exchange  of  certificates  of  deposit  for,   14J5. 
DELAWAKK — See   Foreign    Cori'oratio.v.s. 
acknowledgment,    30!). 
annual  report,  71. 

a))i)li(ation  of  foreign  corpoiation,  72. 
bylaws,  725. 

certificate  of  incorporation,  69. 
minutes  of  meeting  of  Incorporators,  CC}. 
DEPOSIT    A(;heEMENT — See    A(;ree.\iknts  ;    Dissolution;    Escrow;    Option 
Agreements;  Stockholders"  Acrekments  ;  Reoikjanizatiun  ;  Voting  Trusts  ; 
Merger  and   Consolidation  ;   Trists  and  Co.mbinations. 
by   stockliolders   under   offer   to   Iniy   stock,    !)33. 
on  disintegration  of  The  American  Tol>acco  Company,  177!). 
DEPOSl'l  AKY— J-'eo     Bank;      Bv-Laws  ;      Escr(jw  ;      Reorganization;      Votins 
Trusts  ;  Merger  and  Consolidation  ;  Holding   Company. 
by-law  provisions,  GOG. 
resolution  appointing  bank  as,  G74,  080. 
DETACHED   ASSIGNMENT — See   Assignment;    Stock   Certificate. 
of  certllicate  of  stock,   757,   701. 

of  certificate   of   stock    and    power    of   attorney    (New    Yorl;    Stock    Exchange 
form),    700. 
DIUECTORS — See  Agreement  ;  Amend.ments  ;  By-Laws  ;  Certificate  ;  Ciiartkr  ; 
Election;    First    Meeting;    Oihjanization  ;    Meetings;    Notice;    Officers; 
Resignation  ;  Resolution  ;  Waiver. 
acceptance  of  election  as,  1051. 
ballot  for,  1050. 
changing  number   of — 

certificate  of  change  of  directors.  1685. 

certificate  of  increase  of  stock  and  number  of  directors,   1084. 

for   increasing  or  decreasing  number  of  directors    (California),   21. 
notice  for  mailing   (Illinoisj,   1G82. 

of  meeting   to    change    number    of    directors    (Illinoi-s),    1082. 
published  notice  of  cliange  of  name,  increase  of  par  value  of  shares,  re- 
duction   of   number   of  directors    and    changing   location   of   principal 
ofiice,    (Illinois),   ISO.*?, 
resolution  changing  number  of  directors,  lOS.'J. 
classification  of,  regulating  clause,  50,",. 
compensation  of.   regulating  clause,  505. 
control  over  sfoek  and  dividends,  regulating  clause,  551. 
cumulative  voting  for,  regulating  clause,  55I>. 
decrease  of  number,   lOS.'J. 
disqualified,    regulating   clause,   564. 
effect  of  resolution  signed  by  all.  565. 
election  of,  lyy-law  [irovisions.  080.  C,<.K>,  7o7.  7:.'0,  7;{1. 
filling  vacancies  in  board,  564. 


2074  INDEX. 

[referenxes  aue  to  pages.] 
DIRECTORS — cotUinurd. 

increase  of  nuni))er,  564. 
interest  of,  5G4. 

by-law   provisions.   CS7. 
manaKomont  liy.   repulatlns  clause,  503. 
minutes  of  first  mooting  of  Iward,  065. 

of   organization    mooting   of   board,    (Arizona),   670. 
(Illinois),  071!,   673. 
West  Virginia,   075. 
of    special    meeting    to    call    stockliolders'    meeting    to    increasT!    capital 
stock.  1040. 
notice  of  election  for,  1051,  1052. 
of  first   meeting,   G6S. 

of  special   meetings,    by-law   clauses,   OSG,  606,    707,    70S,   720,   727,    732. 
power  to  adopt  by-laws,  567. 

to  mortgage  property,   568,   569. 

to   sell   property  on   request   of  stockholders,   567,   508. 
ratification  of  minutes  of  meeting,   080. 
resolution  authorizing  bond  issues  and  mortgage,  1270. 
approving   sale   of  entire  property,    821. 
J  confirming  appointment   in   charter   of   first   board   of   directors,   659. 

vacancies,  by-law  provisions,  086,  095,  703,  707,  717,  739. 
waiver  of  notice  of  first  meeting,  668,  669. 
waiver  of  notice,  1640. 
DIRECTORS'  MEETINGS— See  Bv-Laws  ;  Diuectous'  Piust  Meeting  ;  Mektixcs  ; 
Minutes  ;  Notice  ;  Waiveu. 

certificate  by  secretary  of  passage  of  resolution,  1071. 

to   registrar,    1070. 
minutes  of  mooting  to  act  upon  contract,  etc.,  1063. 

to    consider   sale   of   entire    corporate    property,    830. 
of  organization   meeting   of   directors,    (Arizona),    070. 
notice  of  call  of  special  meeting  of  directors,  1060. 
of  meeting  to  declare  dividend,    107. 
of  election  as  director,   1051. 
order  of  business,  by-law  provisions,  687,  096,  705,  708. 
quorum,  by-law  provisions,  087,  690,  704,  708,  720.  7:;2,  7.S9. 
regular  meetings,   by-law  provisions,  687,   690,   703,  707,  720,   727,  732,    739, 
resignation  of  oflicer,  079,  1072. 
and  director,    1072. 
of   director,    1072. 

to  take  effect  Immediately,   1073.  ^ 

resolution  accepting,  079. 
resolution   of  board   appointing  general   manager,   1007. 
appointing  solicitor,  1067. 
appointing  auditor,    1007. 
removing  auditor,   IOCS, 
confirming  previous  minutes,  1068. 
authorizing  execution  of  contract,  1068. 
to  borrow  money,  1008. 

in  reference  to  debt  and  employment  of  counsel,  1068. 
appointing  registrar  of  stock,  1009. 

for  increased  stock,    1070. 
authorizing  filing  of  reports,   1070. 

calling  stockholders'   meeting   to   consider    sale    of  entire    corporate 

property,   830. 
approving  sale  of  entire  corporate  property,  821. 
to  purchase  entire  corporate  property,  821. 
accepting  offer  to  transfer  property  for  stock.  838. 
special   meetings,   l.y-law  provisions,   087,  690,   704,   708,   720,   727,    732,    739. 
waiver  of  notice  and  consent  to  meeting,  1060. 
of  first  meeting  of  directors,  668. 
DISINTEGRATION — See  Dis.soi.utio.v  ;   Trusts   and   Combinations;   American 
Tobacco  Company;  Northern  Securities  Company;  Standard  On,  Company. 


INDEX.  2075 

[HEFERENCES    ABE    TO    PAGES.] 

DISPOSITION    OF    STOCK,    n-fnilating   clausf,    .-..",4. 
DISgiAl.IKK'ATlO.N    ()!•'    DIHKCTOltS,    roKiilatliij,'   dans.-,    .^r,4. 
I)ISS(jLI;TION — see  MioiiCKK  ANu  ('(jNsoi.iUATio.N  ;   ritKtKuiiKD   Stock  ;   Hkohga.n- 

IZATKJN. 

advertlsemont  for  bids  for  entire  i)liiiif,  1771. 
affidavit  of,   (.Missouri^,   178. 

of   puldlfation    of    ccrtificati-    of,    (.Norlli    Carolina),    220. 
call  by  stockholders  for  special  meeting  for,    (Illinois),  17(;."»» 
certilkate  of  deposit  of  bonds,   17'.)1. 
under   jirotertivc    agreement.    1700. 
of    dissolution,    statutory    forms,    (Illinois),    17l>y. 
Ohio,    244. 
Texas,    322. 
West    Virginia,   .•?49. 
voluntary,    (Illinois),    1768. 
by  unanimous  consent,    (New  Jersey;,   197. 
North   Carolina,  225. 
Porto    Uieo,    292. 
by   consent   of   two-thirds   of   stockholders,    (I'orto   Itico),    290. 
•f    proceedings     for    abandonment    of    corporate    existence,     (IIIinoi«), 

1763. 
of  president,    (West  Virginia),   1772. 

and   copy    of   resolution   dissolving   corporation.    (Oregon),   2G4. 
circular  letter  concerning  approval  of  plan,  etc.,  ]79<>. 

to    security    holders    in    reference    to    plan    of,    1797. 
final  certificate  of  dissolution,    (Connecticut),   (!2. 
forwarding  schedule  of  securities  sent  to  depositary,  1792. 
minutes  of  special  stockholders  meeting  for,    (Illinois),  1707. 
notice  by  brokers  concerning  exchange  of  securities,   1802. 
lor   publication,    (West   Virginia),   1770. 
of  approval   of   plan   and  right  to  withdraw  bonds,    1793. 
of  corporation   having  become  defunct,   1773. 

of  disintegration   of   Standard  Oil   Co.,   pursuant   to  decree,   1802. 
of  dissolution,    (Michigan),   170. 

(West   Virginia),    1770. 
of  extension    of    time    to    deposit   bonds,    etc.,    1793. 
of  formation    of    preferred    stockholders'    committees    to    formulate    plaa 

for   disintegration    of    American    Tobacco    Co..    177S. 
of  special    meeting   to   dissolve   corporation.    (Illinois),    ]7i!."). 
of  listing   of    certificates   of    deposit    and   extension    of    time    to   deposit 
etc.,   1794. 

and    certificates    of    publication.     (Illinois),    1700. 
order  for  voluntary  dissolution,   (California),  20. 

preferred  stockholders'  protective  agreement  in  redisintegration  of  the  Amer- 
ican Tobacco  Co.,  1779. 
preliminary  certificate,  by  agreement  of  stockholders,    (Connecticut),  61. 

by   vote   of  stockholders,    (Connecticut),    01. 
proxy  to  consent  to,  (New  .Jersey),  1059. 
published  notice  of  resolution  to  dissolve,    (Illinois),  1768. 

extending   time   for   deposit   of   bonds,    1794. 
publisher's  certificate,  1773. 

resolution    accepting    offer    of    trust    company    to    act    as    depositary     1774. 
apjiointing  li(iuidator,    (Kentucky),   1775. 
for  dissolution  of  corporation,  244,  290,  349. 
for  voluntary  dissolution,    (West   Virginia),    1772. 
of  directors   relative   to  exchange   of   stock,    1770. 
surrender  of  charter  before  organization,  (West  Virginia),  1776. 
DISTRICT  OF  C0LI:MI{I.\ — 
acknowledgment,  309. 
annual  report,  75. 
articles  of  Incorporation.  74. 


2076  INDEX. 

[REFEBENCES    ARE    TO    PAGES.] 

DIVIDENDS — See  By-Laws  ;  Capital  Stock  Clauses  ;  Check  ;  Ge.nekal  Object 
Clauses  ;  I'keferued  Stock  ;  Uegi  latim;  Clauses  ;  Warrant. 

agreement  for  funding  arrears  of  dividend  on  preferred  stock,  1100. 

book,  1009. 

by  law  provisions,  G72,  700,  718,  728,  7;jS. 

casb,  regulating  clauses,  562. 

check.  10S2. 

control  of  directors  over,  regulating  clause,  ool. 

endorsed  guaranty  of  preferred  stock,  lOSo,  1086. 

funding  certificates,  1102. 

letter  to  stockliolders  accompanying  dividend  order,  lOST). 

concerning   purcliase    of   stock   to   be   distril)uted   as,    1076. 

enclosing  dividend  check,   1082. 
«  enclosing  dividend  check   on   preferred   stock,    1082. 

lien  of  corporation  on,  regulating  clause,  5G0. 
notice  of  dividend,  1086. 

and  extra  dividend,   1087,   1088. 

by  voting  trustees  ol  stock   held  iu   voting  trust',   1131,   1132. 

on  common  stock,  1086. 

on  subscription   receipts,   1088. 

on  preferred  and  common  stock,   1088. 

on  first  and  second  preferred   stock,   1081). 

and  accumulated  dividend  on  preferred  stock,   1089. 

on   preferred   stock   payable   in   installments,    1094. 

on  stock    held  in   voting   trust,   1089. 

where  part  of  stock  held  in  voting  trust,  1090,   1092. 

and  change  of  dividend  dates,   1097,   1098. 

and  stock  dividend. 

declared   by   executive   committee,    1093. 

declaration   of  stock   dividend   warrants,    1094. 

from    reserve   and   bond   sales,    1096. 

of   meeting   of   directors   to    declare,    1074. 

of  payment  of  dividend  where  stock   held  in  voting  trust,   1090. 

by  voting  trustees,  1091. 

and  extra  dividend,  1091. 

of  subsidiary  company,  1093. 

out  of  rental,  1097. 

on  preferred  and  common  stock  and  request  for  mailing  order,  1093. 

to  stockholders  to  subscribe  for   new  stock  or  take  cash  dividend,   628. 

paying  stock,  table  of  rate  of  income,  1202. 
payment  on  stock  held  jointly,  regulating  clause,  561. 

of   profits   in,   regulating  clause,   502. 
power  of  attorney  to  receive,  1085. 

to  sell  stock  and  receive  dividends,   1560. 
regulating  clauses  in  re,  560,  561,  562. 
resolution,  1074,  1076. 

authorizing    scrip    dividend,    1080. 

concerning   purchase    of   stock   to   be   distributed   as,    1077. 

for    distribution   of   shares   of    stock    as,    1078. 
dividend  on  preferred  stock,    1074. 

dividend  on  preferred  and    common,    1074,    1075,    1076. 
dividend  and   accumulated    dividends    on    preferred,    1075. 
dividend   payable   in    installments,    1076. 

of  directors  to  issue  stock  dividend,   1077. 

of  stockholders  in  reference   to  suing  directors  for  declaring,   1099. 
rocpii'stiiig   directors    to   issue   stock   dividend,    1077. 
scrip  dividend.  1080. 

scrip  certilicate  issued  under  resolution,  1081. 
setting  off  dividends  against  calls,  regulating  clause,  561. 
table  showing  actual  rate  of  income  at  various  i)rices,  1102. 
vendor's  agreement,  guaranteeing  with  option  to  repurchase,  871. 
warrant,  1081. 
DOMICILK^ — See    Office  ;    Principal    Place    of    Business  ;    Cha.ngh  ;    Ame.vd- 
ment  to  Charter. 


INDEX.     .  2077 

[REFERENCES    ARE    TO    PAGES.] 

DONATION — sSee  Issue  of  Stock  for  Pkoi-ehty  ;  I'ROMOTEits  ;  Tbeaslkt  Stock. 
DURATION — See  Kxte.nsio.n  of  Duration. 

E. 

ELKCTION — See    Annual    Meeting  ;    By-Laws  ;    Directors'    Mketinus  ;    First 
MEKTiNfis  ;  Meetings;  Minutes;  Notice;  Proxy;  Voting;  Waiver. 
ballot,  10r>0, 

certificate   of   inspeetors,   243,    1048. 
Inspectors'  oath  and  report,  1047. 

of  directors,  by-law  provisions,  686,  695,  707,  726.  7'n, 
notice  of  election  of  directors,  1051,  lO.VJ. 
notice  of  acceptance  of  election  of  directors,  10.51. 
return  upon  proceedings  to  sell  entire  corporate  property,  834. 
EMPLOYEE— See    Aoent  ;    Agreic.ment  ;    By-Laws;    Compensation;    Contract; 
Diuectohs  ;  E.Mi'i.ovEES'  Benekit  Association  ;  Oi-kiceus. 
agency  aKrccuient  for  sale  of  machinery,   1580. 
agreement  between  corporation  and,   1564. 

for  appointment  of  manager  of  corporation,  566,  567. 
for   employment,    1565. 

of  fiscal   agent,   1568. 
for  sales  on   commission,   and  assignment  thereof,   1584. 
for  employment  of  secretary,  1565  note, 
of   salesman    on    commission,    1568    note, 
not   to   enter   competing  business,    1573,    1574. 
to  purchase  stock  in  consideration  of  employment,   1577. 
to  hold  stock  in   trust  for  term,   1570. 
with  as  to  Inventions,   1578,  1579  note. 
assignment  of  salary  and  notice  to  employer,  1584. 
bond  of,  1571. 
contract  with  foremen,  1560. 

covenant  not  to  enter  competing  business,  1573,  1574. 
order  for  machinery  under  agency  agreement,  1583. 
release  of  claim  for  personal  injury,   1532. 
EMPLOYEES'    BENEFIT   ASSOCIATION— 

agreement  for  beneliciiU  association,  1624  note. 
application  for  membership  in,   1591,   1616. 

beneficial  association,  plan  of  International  Harvester  Co.,  1611. 
deed  of  trust  between  t)enefit  association  and  trustee,  1598. 
Industrial  accident  department  of  International  Harvester  Co.,  1605. 
pension  system  of  International  Harvester  Co.,  1625. 
rules  of  benefit  association,   1588. 

schedule  of  contributions  to  employees'  benefit  association,   1004. 
trust  agreement  as  to  funds  of  benefit  association,  1603. 
trust  deed  of  shares  in  company  for  benefit  of  employees,  1587. 
ENDOUSEMENT — See      Assignment;      Cueck  ;      Negotiable      Instruments; 
Notes;    Transfer;    Holding    Company  ;    Reorganization. 
of  guaranty    of   bond,    1379,    1381. 

of   stock   certiticato   pledged   under  collateral    trust    deed.    131."). 
on  certificate  of  stock    (New   Y'ork  Stock   Exchange  forms  i,   757.   701. 
on  negotiable  instruments,    1151-1154,   11T6. 
ENGINEER— See  Emi-loyee. 

letter  of,  in  re  sinking  fund  Iwnds.  1014. 
EQUIPMENT — Sec  Bond  Issues  ;  Notes  ;  Car  Trusts  ;  Rolling  Stock. 
ESCROW See    Agreement;    Option    Agreement;     Depositary;    Deed;     Sub- 
scription. 

agreement,  818. 

agreement   to  be  endorsed  on   envelope  containing  in.strument,    1540. 
to  Jiold    assignment,    1542   note. 
to  deposit   stock   in,   900. 
letter  of  deposit  of  underwriting  agreement   in,   957. 
letter  to  custodian   of,    1542. 

for   deposit   of  documents   subjeet    to   condition.    1540. 


2078  INDEX. 

[KEFEKENCES    ARE    TO    PAGES.] 

ESCROW — continued. 

order   to   doliver   dociimpivts,    1541. 

receirkt  for   documents  deposited   in   trust,    1541. 

for   stocli   deposited   under   option    agreement,    817. 

revoiation  of  subscription   laeld  in,   G53. 
EXAMINATION — 

of  books  by  stockliolders,   charter  clause,   70,  549. 
EXCHANGE — See    Dissolltion  ;    Increase    of    Capital    Stock  ;    Merger    and 
Consolidation  ;    Ueokganization  ;    Voting  Trusts. 

resolution   of   directors   in    re  exchange  of  stock.   1"0. 
EXECUTIVE  COMMITTEE— See  Directors;  By-Laws;  Regulating  Clauses. 

by-law   provisions,   6»ti.    7()S,    717,   723,   734,   739. 

notice  of  Tlividend  declared  by,   1093. 

regulating   clauses,   5(56. 
EXECUTOR— 

notice  of  sale  of  stock  by,  930. 

right  to  transfer  stock,  550. 
EXECUTRIX — 

bond   of   indemnity   for   lost   stock,    772. 
EXISTENCE — See  Extension  of  Duration. 

EXPENSES — See    Preliminary    Expenses  ;    Puomoters  ;    Compensation  ;    Reor- 
ganization. 
EXPLORATION — 

work  on   mines,  agreement  in   re,  802.   SO.S,   805. 
EXTENSION    OE    DURATION    of    corporation— See    Amendment    of    Charter  ; 
Dissolution  ;   State  Forms. 

certiflcate   of    (California),    24. 
Illinois,    101. 

notice  of  special   meeting  for,   100. 

public  notice   of.    100. 

resolution   for,   1690,    1G91. 
EXTENSION — 

of   first   mortgage   bonds,    see   Bond    Issues. 

agreement    for,    14G2. 

of   debenture    holders    for,    14G9. 

certiflcate  of  extension,    1465. 

notice  of,   1460. 

and  privilege   to  exchange,    1461. 

resolution   for,   24,  101. 

trust  deed   note,   1171. 

interest    note,    1172. 
EXTRA  DIVIDEND — See  Dividends  ;  Preferred  Stock. 

services   of  director,    compensation    for,   565. 

F. 
FINANCE   COMMITTEE — 

by-law  provisions  for,  688. 
FINANCIAL  AGENT— 

object  clause,  76. 
FIRST  MEETING — See   Directors'   Meetings;    Incorporators;   Mheting  ;   Or- 
ganization ;  Notice  ;   Proxy  ;  Waiver. 
FIRST   MORTGAGE    BONDS— See   Bond    Issues  ;    Reorganization. 

certificate   of   extension    of,    1465. 

convertible,  1323. 

coupon,    1226,    1251,    l-.'74,    1278. 

forms  of,   1226,   1251,   1274,   1278,   1320,   1322,   1323. 

notice   of   redemption   before   maturity.    1445. 

of   power   company,    indenture   securing,    1249. 

registered,   1320-1322. 

registration  clause,   1321. 

resolution   of   preferred    stockholders    authorizing,    1423. 

sinking  fund  lx)nd   (coal  company),   1334. 

trust  deed  to  secure,   1225. 


INDEX.  2079 

[REFEKENCKS    ARE    TO    PAGES.] 

FIRST    PREFERRED    S1X)CK    CERTIKICATK — See     I'kekekiikd    Stock;    Cui- 

TIKICATE8     OF     STOCK. 

FISCAL  AGENT — See  Fi>otation  of  Stocks  and  SEcritniK.s  ;   I'iiomoteus. 

agreement   with   to  sell   tn-asury   .stuck,   Ul'J. 
FLORIDA — 

uckuowlodKHii'iit,   .no* 

notice   of   intfiitlon   to   nijply    for    li-tliTs_  patent,   7(). 

proposed    charter.    7(i. 
FLOTATION    OF    STOCKS    A.ND    SKCCIUTl  KS— See    ritoMoTEits  ;    Reohoa.niza- 

TION  ;     U.NDKKWUITEKS. 

ailveitl.sement    hy   l)roker  of  pieferii'd   stock,   1)80,  O'Jo,  90G. 

of  liist   iiiortKaKe  bonds  and  offer   to   receive  others   in  exchange,    1021. 

of  bonds.    lOltt,   1021. 

of  preferred  stock,    1004. 
agreement   between   promoters  to   finance  promotion,   982. 

for   sale   of   serial    fjo'd    notes.    1024. 

for   stile   of   bonds    to    capitalists    who   intend    to   f)ffer    same    to    public, 
977. 

with   fiscal   agent   to  sell   treasury   stock,   979. 
allotmfnt   letter,    1008. 
application   for   preferred   stock   with   bonus,    lOOC. 

with  power  of  attorney  to  sul)scribe,   1007. 

for   bonds,    1018. 

for   subscription    to   bonds,    102."). 
broker's  pr(/spectus  for  bonds  and  stock,  1016. 
letter  of  president  in   re  sinking  fund  bonds,   1010. 

of  secretary    concerning    preferred    stock    issue,    909. 

of  engineer   in   re  corporate  i)roperty,    1014. 
•ffer  of  treasury  stock  to  public.  1005. 
opinion   of   counsel   as  to   validity   of   Ixjnds,    1020,   1027. 

as   to   organization,    right   to   issue   l>onds,   and    title   as    to    real    estate, 
102S. 

as   to    legality   of   organization    and   bond    issue,    1029. 
prospectus,    98.3. 

for   preferred    stock.   98.3-985,    997. 
issued  by   brokers.   987. 
sale  of  preferred  stock  with  bonus,  989-993. 

for  sinking  fund  bonds,   1008. 
published  offer  of  preferred  stock  to  carry  bonus  of  common  stock,  993. 
secretary  and  treasurer's  letter  concerning  preferred  stock,  999. 
subscription   for  preferred   stock.   100(5. 

for  preferred  stock  with  bonus  of  common  stock,  994. 

to   stock   above  par,    payable   in   installments,    1005. 
syndicate  agreement  to  purchase  and  resell  mines,  031. 
FOREIGN     CORI'ORATIONS — See     Affidavit;      \ge.nt  ;     Certificati:  ;     State 

FOK.MS. 

acceptance  of  appointment  as  agent,  218,  254    302. 
affidavit  of  agent    (Alabama),  4. 

and  statement  of,    (Illinois),  98. 
Maine.    172. 
Missouri.  179,  180. 
Wyoming,  360. 

of  retirement.    (Missouri),   183. 
agent,   appointment  of,   Kansas,   122, 

Kentucky.    126. 

Maine,   130. 

Michigan,  169. 

Minnesota,  173. 

Missouri.  180. 

North  Dakota.  231. 

Ohio,    254. 

Oltlahoma,  200. 


2080  INDEX. 

[refeuences  ake  to  pages.] 
FOREIGN  CORPORATIONS — continued. 

South  Dakota,  313. 

Utah,  329. 

certificate   of   change   of,    New   Mexico,    208, 

designation   of,    California,   41.  , 

Idaho.  80. 
Wyoming,  364. 

revocation  of,   Oltlahoma,  260. 
Pennsylvania,    276. 
Porto  Rico,  296. 
of  consent   of,    Porto   Rico,   297. 

substitution  of,   Porto   Rico,  296. 
annual  report,  California,  42. 

Colorado,  52. 

Connecticut,  08. 

Indiana,  109. 

Kansas,  123.  • 

Maryland,  147. 

Michigan,  166. 

Missouri,  182. 

New  Jersey,  202. 

North  Carolina,  228. 

North  Dakota,  232. 

Ohio,  254. 

Oregon,  270. 

Porto  Rico,  298. 

South  Carolina,  308. 

Tennessee,  317. 

Texas,  323. 

Wisconsin,  329. 

supplemental,  360, 
application   for   domestication,    North    Carolina,   229, 
application  of,   Delaware,   72. 

Hawaii,  83. 

Iowa,  114. 

Kansas,  120. 

Missouri,  181. 

South  Carolina,  306. 

Texas,  323. 

West  Virginia,  350. 
appointment  of  attorney,   Massachusetts,    158. 

of  auditor,    Massachusetts,    159. 
certificate   of,  Alabama,   3. 

Alaska,  8. 

Arkansas,  16. 

Colorado,  52. 

Indiana,  107. 

Maine,  138. 

Maryland,  146. 

Massachusetts,  156. 

Nebraska,  188. 

Nevada,  191. 

of  condition,  Massachusetts,  160. 

New  York,  217 

Ohio,   257. 
declaration  of,  Ohio,  250. 

Oregon,  267. 

and  power  of  attorney,   Louisiana,   133. 
power  of  attorney,    Oregon,   268. 

Rhode  Island,  302. 

Virgina,  340. 

Washington,  343. 

West  Virginia,  351. 


INDEX.  2081 

rBEFEHENCES    ARE    TO    PAGES.] 

FOREIGN  CORPORATIONS — continued. 
report.      See  A.n.nlal   Uei'okt, 
bonus,    Pennsylvania,    280. 
capital    stock,    ronnHjlvunla,    270. 

Maryland,  14.5. 
of   loans,    Pennsylvania,   278. 
on   general    franchises,    f'allfornla,    42. 
resolution   of,    Nebraska,    114,    188. 

appointing    statutory   agent,    134,    140,    159,    169. 
return    for    registration,    Vermont. 
Statement  of,   Alabama,   4. 
Alaska,  7. 
Connecticut,  66. 
Georgia,  81. 
Michigan,  168. 
New  Jersey,  201. 
>fcw  Mexico,  206. 
Ohio,  249. 
Oklahoma,  261. 
Porto  Rico,  293. 
Wisconsin,   357. 

of  suspension    of    business.    New    Mexico,    207. 
of  increase  of  proportion   of  capital  stock,   Ohio,  252. 
of  power    of    attorney,    Ponnsylvania,    275. 
of  location   of  office,   Pennsylvania,   275. 
FOREMAN— See  Employee. 

contract   with,   1569. 
FORFEITURE    OF   STOCK— See   By-Laws  ;   Capital   Stock   Clauses  ;    Assess- 
ment ;  Calls. 

by-law   provisions,    702. 

deed  for  forfeited  stock,  785. 

for   non-payment    of   calls,    regulating   clause,    555,    556. 

notice  of  forfeiture,  784. 

of  liability   to    forfeiture.   784. 
of  sale  of  forfeited  stock,  784,  785. 
to  stockholders  of  resolution  for,  782. 
resolution  preliminary  to,  782. 
resolution  of,   784. 
FORMATION — See    Agkeement  ;    Incorpobation  ;    First    Meeting;    Organiza- 
tion ;   Promoters. 

agreement   preliminary   to,   600,   604,   607,   611. 
FOUNDERS'  SHARES— See  Preferred  Stock. 

charter  clause,  595,  596. 
FRACTIONAL — See  Increase  of  Stock. 

shares   of   increase   stock,    receipt,    1663. 
stock  allotment  warrant,  1664. 
FRANCHISES — See    General    Object    Clauses;    Regulating    Clauses;    Spi- 
ciFic  Object  Clauses. 
charter   clause.   540. 
FULL-PAID  STOCK — See  Issue  of  Stock  for  Property. 
certificate,  743. 
certificate  of    (Colorado),    40. 
subscription    for,    635. 
FUNDING  CERTIFICATE — See  Bond  Issues;  Reorganization. 
form,  1102. 


GENERAL  AGENT — See  Agreement;  By-Laws;  Contract;  Employee;  Agent; 
General  Manager  ;  Attorney   in  Fact. 

contract  for  employment  of,  1568. 
GENERAL  COITNSEI.r— See  Attorney  Counsel. 

by-law  provision  for,   690. 
GENERAL    INTERPRETATION    CLAUSE,    545. 


2082  INDEX. 

[REFERENCES    ARE    TO    PAOES.] 

GENERAL  LETTER — ^Soe  Tower  of  Attorney. 
of  attorney  in  fact  for  a  corporation,  2012. 
GENERAL  LIEN  BONDS— See  Bond  Issues. 

railroad,   1413-1415. 
GENERAL    MANAGER — See    Agreement  ;     Bv-Laws  ;     Contract  ;     Employee  ; 
General   Agent. 

bj--law  provision  for,  740. 
contract  for  employment  of,  156G,   1507. 
resolution  appointing,   1067. 
GENERAL  MORTGAGE  RAILROAD  BOND,  1322.     See  Bond  Issues;  Railroad. 
GENERAL    OBJECT    CLAUSES— See    Regulating    Clauses  ;    Specific    Object 
Clauses. 

aiding  another  corporation  whose  securities  are  held,  533. 

assuming    liability    and   business   of   others,    532. 

auxiliary  and  additional  powers  and  purposes,  545. 

borrowing   money    and   issuing   securities,    535.  ^ 

clauses   to  be   regarded   as  independent,   545. 

conduct  of  business  acquired,  538. 

co-operation  and  consolidation,  533. 

general    interpretation    clause,    546. 

power  clause,   542,   543. 
governmental  contracts,  concessions  and  franchises,  540. 
interpretation  clause    (Maine),  545. 

maintenance  of  office  and  holding  meetings  out  of  state,  539. 
miscellaneous   purposes   broadly   stated,   544. 
patent  and   trade  mark   clause,   69,   89,   212,   53G,   537. 
payment   of   preliminary   expenses,    541. 
place  of  business,  office  and  books,  539. 
power   to   acquire   business,    532. 

to  acquire  and  hold  property,  212,  540. 

to  acquire   and    hold   company's   own    stock,    213,    533,    534. 
to  hold   securities  generally,   534. 
to  borrow  money,   contract,  and  guarantee,   535. 
to  contract,   540. 

to  conduct  business  in  other  states,   537,  538. 
to  guarantee,   213,   535,   541. 
to  hold  stock  in  other  companies,  212,  535. 
to  issue   bonds,   540. 
to  issue   securities,   539. 
to  manufacture,    539. 
preliminary    interpretation    clause,    543. 
remuneration   of   promoters,    542. 

reservation  of  power  to  amend,   alter,   or  repeal   charter,  546. 
statement  as  to  where  business  will  be  conducted,   538. 
transportation,   telegraph,  telephone,  gas  and  electrical  business.  544. 
words    to    follow    specific    object    clause,    543. 
GENERAL  POWER  OF  ATTORNEY,   1556,     See  POwer  of  Attorney  ;   Proxy  ; 

General  Letter. 
GENERAL   POWER   CLAUSE,    542,    543. 

words   to    follow   specific   object   clauses,   543. 
GENERAL  RELEASE  TO  A  CORPORATION,  1551.     See  Release. 
GENERAL  WORDS — 

to  follow  object  clause,  543. 
to  precede  object  clause,  543. 
GEORGIA— 

acknowledgment,  370. 
petition  for  charter,  80. 
statement   of   foreign    corporation,    81. 
GOLD   NOTES — See   Bond   Issues  ;    Negotiable   Instruments  ;    Notes  ;    Short 
Term    Notes. 
form  of,  1383. 
GOOD-WILT. — See  Name;  Business. 

sale  of  and  right  to  use  name,   1504. 


INDEX.  2U83 

[HEPERENCKS    auk   to   1'A(JK.S.] 

GOVKHNMf:NTAL  CONTKACTS— Spo   Umtki)  States. 

fraiKliises  and  concessions,   540. 
GUAUANTEEI) — See  Bono  Issies. 

preferred  stock,   charter  clause,  r»!)r),   714. 

trust  certillcates,   agreement  securlnR,   i:!70. 
OrAUANTY— See  A<;keement:  Bond;  Bond  Issues  ;  Contract;  Notes;  Pi.edue  ; 
Dividends. 

by  corporation,  1548. 

by  stockholders  for  credit  extended  by  bank,   1,"40. 

collateral  trust  note   with,   ll.'.S. 

endorsed  on  preferred  stock,   108."),   108G. 

for  corporation,  1.j47. 

of  accounts  to  a  corjjoration,    1547    iintr. 

of  corporate  indebtedness  to  a  bank,  l.'.'O. 

of  debts  of  corporation  to  a  limited  amount,   l.">40. 

of  dividends,  by   vendor  of  stock,   with  option  to  repurchase,   871. 

of  payment  of  extended  notes  of  corporation,   1548. 

of  payment   of   corporate   note,    1550. 

of  payment  of  dralfs.  agreement  for,   1540   note. 

of  payment  of  rent,  1204. 

of  lease,  1204. 

of  trust  certilicate,  137.3.  . 

of  bond  Ijy  a  corjjoration,  1378,  1379,  14.39. 

clauses  of  mortjruge  as  to,  1379. 

resolution  of  directors  authorizing,   1381. 

of  bond  endorsed  thereon.  i:{79,  13S0,  1381. 

of  Iwnd  by  individuals,   13S1. 

power   to,   general   object  clause,   535-341. 

notice  to  bondholders  of  right   to  have  endorsed   on  bonds,   1438. 


HAWAII— 

acknowledgment.  371. 

application  of  foreign   corporation  to  do   business,   83. 
articles  of  association,   82. 
HOLDING    COMTANY — See    ACQUIRING    Stock  ;    Merger    and    Consolidation  ; 
Reorganization. 

plan    for   the   acquisition   by   a   corporation    of  all   the   stocks   of   other   cor- 

l)orations,  2035. 
transmittal  blank  used  in  connection  with  al)ove  plan,  2041. 
subscription  for  Iwnds  under  such  plan,  2142. 
interim  receipt  for  securities  deposited  under  such  plan.  2043. 
declaration  of  such  plan  becoming  operative.  2044. 
notice  of  allotment  of  bonds  subscribed  for,   2045. 

agreement  between   promoters  of  holding  companies   to   consolidate,    1759. 
power  to  acquire  and  hold  stock  of  another  corporation,    regulating  clause,. 
534,  535. 

I. 

IDAHO— 

acknowledgment.  371. 
annual  statement,  86. 
articles  of  incori)oration,  85. 

foreign     corporation — designation     of    agent     and     acceptance    of    constitu- 
tion, 86. 
ILLINOIS — See   Bv-Uvws  :    Certificates  ;    Dissolution  ;    Increase   of  Capital 
Stock;     Directors;     Name;     Princii'ai.     Office:     Decrease     of     Capital 
Stock  :  Meiiger  and  Consolidation. 
acknowledgraeJit,   371. 

aflidavit    as    to    connection    with    trusts    and    statement    of    foreign    corpora- 
tion. OS. 
annual  report.  93. 

and  application  for  reinstatement,  94. 
assignment  of  stock,  702. 


20S4  INDEX. 

[refekences  ake  to  pages.] 

ILLINOIS — continued. 
by-laws,   701-70G. 
certificate   of   complete   organization.    92. 

of  extension  of  corporate  duration,  101. 
chattel  mortgage,  corporation  to  individual,   1196. 
lease  by  corporation  to  individual,  1200. 
license,  90. 

minutes  of  first  meeting  of  directors,   072,  673. 
minutes   of  organization    meeting,   567. 
notice  of  assignment  of  stocli,   762. 
of  meeting  to  organize,  6-"4. 

of  special   meeting  to  extend   term   of   duration,    100. 
public  notice  of  meeting  to  extend   duration   of  corporation,    100, 
quit-claim   deed,   1184. 

release  of  mortgage  by  corporation,   1194. 
report  of  commissioners,  90. 
statement   for  American   Implement   Co..    80. 
statement  of  incorporation  on  stock  plan,  88. 
statement  by  corporation  under  revenue  law,  97. 
waiver  of  notice  of  organization  meeting,  656. 
IMPLEMENT   COMPANY— 

object  clause,  89. 
IMPROVEMENT  BONDS — See  Bond  Issues  ;  Car  Tuists. 
agreement  to  advance  money  on,  906. 
and  refunding  mortgage  bonds,   13."i9. 
clauses  regulating  issue  of,  1341. 
INCOME — See  Dividends. 

table    showing    average    rate    of    income     on     dividend     paying    stocks    at 

various  prices,  1102. 
return  of.  under  Federal  Internal  revenue  law,   2024. 
INCOME  BONDS — See  Bond  Issues. 

collateral  trust  deed  securing,  1302. 

form  of,   1303,  1315. 

mortgage  bond  scrip,   1318. 

notice  as  to  payment  of  interest,  1442. 

notice  by  bondholders'   committee,  1443. 

as   to   declaration   of  Interest  on,    1442-1444. 
to  deposit   to   have  interest   warrants  attached,   1437. 
payment  of  interest  on,  clause  in  re,   1320. 
INCORPORATION — .See     Agreement  ;     Articles  ;     Cektificate  ;      Directors  ; 
Formation;    Meeting;     Minutes;     Notice;     Organization;     Subscription; 
Waiver. 

agreements  as  to  preliminary  expenses,   618.      See  Promoters  ;  Options. 
agreement  to   subscribe   after    incorporation,    622. 

preliminary   to   incorporation,   600-604, 
forms  and  suggestions   relative  to,   235. 
INCORPORATORS — See     MEETiNd ;     Minutes;     Suhscribers  ;     Organization; 
Options  ;  Promoters. 

agreement  of.   to   subscribe  after  incorporation,   622. 
call  for  first  meeting  of,  6.55. 
minutes  of  first  meeting  of,  657,  659,  663. 
proxy  for  first  meeting  of,  1053. 
waiver  of  notice  by,  656. 
INCREASE    OF    CAPITAL    STOCK — See    Amendments    to    Charter;    Capital 
Stock  ;  Merger  and  Consolidation  ;  Preferred  Stock. 
application  for  stock,   1658. 

for   warrant,    1659. 
assignment  of  right  to  subscribe,   1661. 
certificate  of,   Illinois,   1646. 

to  be  filed  with  recorder,  1647. 
by  issuing  preferred  stock,  1648. 
California,  28. 
Connecticut,  57. 
Kansas,  118. 


INDEX.  2085 

[nEFERKNCES  ABE  TO  I'AGEa.] 

INCREASE   OF  CAPITAL   STOCK — continued. 
Michigan,   165. 
Missouri,  170. 
New  York,  219. 
Oregon,  20:5. 
Texas,  :{19. 
Vermont,  332. 
West  Virginia,  :'AG,  3r.4. 
of  judges   of  election    of  stockholders'   meeting  to   pass  on,    (Pennsylvania.) 
of   Issue  of  additional   shares,    (Connecticut), 
disposition    of    regulating   clauses,    5o3. 
fractional   stock   allotment   warrant,    1664. 
letter  to  stockholders  In   re  application  for  increased  stock,   10.58. 

concerning    increase   and    right    to    sul)scril»e,    1«J.")9. 
minutes  of  special  niecting  of  stockholders  to  consider  Increase,   1040. 

to    Increase   stock   and    reorganize    company,    10."iO. 
notice   of  Increase   of   stock  at   annual   meeting,    1040 

of  special  meeting  to  Increase  capital  stock,  1041,  1042,  1043. 
to  increase  stock   and  reorganize   company,    10.")3. 
to   increase   capital   stock   and   Issue   preferred   stock,    1666. 
of  increase  of  stock,  for   publication,   1650. 
by  issuing  preferred  stock,  1650. 

by  issuing  cumul.'itive  preferred  stock  at  annual  meeting,   1051. 
of  common   stock,  preferred  not  changed,  1651. 
and    right    to    subscribe    therefor,    1673. 
of  annual  meeting  and  special  meeting  to  Increase  capital   stock,   1666. 
of  special   meeting  to    increase   capital    stock   and   amend   charter   and 
by-laws,   1667. 

to  amend  charter  and  increase  capital  stock,  1634. 
to  increase  capital  stock  and  resolution    therefor,     1668. 
to  increase  capital  stock  and  corporate    indebtedness,    1669,    1670. 
of   offer  of   increased   capital   stock   to   stockholders,    1675, 
to  stockholders  In  reference  to  increase  of  capital   stock,    1070. 
of  meeting  called  by  directors   to   consider,  29. 
offer  to  stockholders  of  privilege  to  subscribe  for  increase,   167#. 
prior  right  of  stockholders  to  subscribe,  regulating  clause,  553. 
proxy    for   special    meeting   for,    1058,    1726. 
published  notice  of  special  meeting  for,  1641,  1042. 

of  increase  of  common  stock,  preferred  not  changed,  1652. 
receipt  of  notice,  agreement  and  proxy,  1654. 

for  subscription  to  fractional   shares  of  increase,   1663, 
regulating   clauses,    552,    553. 
resolution  for,   30,   1045,   1071. 

by  issuing  preferred  stock,  1048. 

appointing  registrar  for,   1070. 

of  directors  concerning  increase,    1071. 

calling  stockholders'  meeting  to  increase,  28,  1672. 
statement  of,   Kansas,    118. 
status  of,   regulating  clause,   553. 
stock    allotment    receipt,    1661. 

warrant,  1602. 
temporary   certKicate,    1064. 

waiver  of  right  to  subscribe   to   increased  stock,    1003,    1726. 
warrant  for  increase   of   stock,    1603. 
INCREASE  OF  DIRECTORS — See  Directors;  Amend.me.nt. 

regulating  clause,   5(>4 
INDEBTEDNESS — See  Bo.nd  Issues;   Bt-Laws  ;   Caiutai.  Stock  Clauses;   Re- 
organization ;  Statement  for  Oktainino  CitEniT. 
notice  of  special  meeting  for  Increase  of,  1033,  1669. 
INDEMNITY — 

bond  for  lost  certificates,  772, 
for  lost  bonds,    1181. 
for  lost  notes,    1180, 
lost  coupons,  1479, 


2086  INDEX. 

[heferbncbs  are  to  paqks,] 
INDENTURE — See  Bond  Issues;  Trust  Dked  ;  Agreement;  Contracts;  Deeds. 

trust,  securing  gold  notes,  1382. 
INDIANA — 

acknowledgment,  372. 
articles  of  incorporation,  103. 

of  volunt.iry  association,  105. 
certificate  of  foreign  corporation.  107. 
foreign  corporation  report,  109. 
INSPECTION — See  By-Laws  ;  Examination  ;  Books. 
by-law  clauses,  719,  725,  734. 
charter  clause,  70,  549. 
INSPECTORS — See  By-Laws;  Elections;  Annual  Meeting;  Juuuks  ;  Tki.liks  ; 
Voting. 

by-law  clauses,  CS5,  695,   706. 
certificate  of  election,  1047,  1048. 
(Ohio),   243. 
INSPECTORS'  OATH  BOOKS  AND  REPORT.   1047. 

INSTALLMENTS — See  Agreement  ;  Assessments  ;  Calls  ;  Subscription  ;  For- 
feiture ;  Reorganization. 

certificate  of  payment  of,  641. 

of  subscription   payable  by,   641. 
on  subscription,  receipt  for,  640. 
forfeiture  for  non-payment  of,  535,  536. 
payment  of,  regulating  clause,  554. 
receipt  for,  782. 

resolution  for  payment  of  dividends  on,  1076. 
subscriptions  payable  in,  023,  624,  625,  630,  1005. 
INSURANCE— See  Bond  Issues. 

assignment  of  policy  to  secure  debt,  1494  note. 
INTEREST — See  Bond  Issues  ;  Dividends  ;  Notes  ;  Guaranty. 
notice  of  bondholders'  meeting  to  consider  default  in,  1470. 

of  ascertaining   and    declaration    of,    on   income    bonds,    1444. 
of  declaration  of,    on  adjustment  mortgage   bonds,    1441. 
of  ^declaration  of,   on  income  bonds,    1442. 
of  payment  of,  on   deposited  bonds,    1440. 
of  payment  of,   on  income    bonds,    1442. 
of  payment  of  by   income  bondholders'   committee,   1443, 
of  right  to  have  guaranty  endorsed  on  bonds,  1438. 
on    income    bonds,    charter   clause   in    re,    1320. 
of  directors  in  corporate  contracts,  564. 
INTEREST  COUPON — See  Codpon. 
INTEREST  WARRANT — See  Dividends  ;  Bond  Issues. 

notice  to  bondholders  of  right  to  have  guaranty  endorsed,  1438. 
notice  to  deposit  income  bonds  to  have  attached,  1437. 
INTERNAL  REVENUE — 

return  of  income  under,  2024. 
INTERPRETATION  CLAUSE,  of  charter,  546. 
final,    (Maine),  545. 
preliminary,  543. 
INVENTION — See  Patents. 

agreement  with  employee  as  to,  1778,  1570  note, 
IOWA— 

acknowledgment,  372. 

amendment  of  articles  of  incorporation,  112. 
annual   report  of  corporation,   113. 

application,   resolution  and   statement   by  foreign   corporation,    114. 
articles  of  incorporation,    110. 
IRON,  agreement  for  sale  of,   1520  note. 
clad  agreement,  Carnegie,  2021. 
United  States   Steel   Company,   charter,   2017. 
ISSUE  OF  STOCK  FOR  PROPERTY — See  Aoreement  ;  Contract;  Directors; 
Option  Agreements  ;  Promotion  ;  Stock  ;  Subscription  ;  Organization. 
agreement    l)etween    promoter    and    holder    of    option    to    trapsfer    property 
for  stock,  815. 


INDEX.  2087 

[nEFEKENCES    ABB    TO    PAGES.] 

ISSUE  OF  STOCK  FOR  I'UOI'KKTY — continued. 

by    company    for   Halo  "of   entire    l>iiMlness   as   fifoing   concern,   047. 

by  promoters  of   consolidated   corporation   to  exchange  control   of  stock 

for  stock  in  anotlier  corporation,  H'lO. 
for  purchase  of  property  by  a  corporation,  844, 

purchase  of  property  and  payment   therefor  In  stock,  839. 
purchase   of   property   from   a   corporation,   80o. 
sale  of  iHisiness  to   a   new   corporation,    840. 
sale  of   entire   corporate   assets   in   exchange   for   stock,    848. 
preliminary    to   formation  of  corporation    for,   000,   604,   607,   Oil. 
to   issue   paid-up   stock    for   debt    to   construction   company,    845. 
to  sell   i)roperty   for   stock   and   bonds,   840. 
to  transfer   property  for  stock,   677. 
assignment  of  patent  to  promoter,  858. 
certificate   of  appraisement   by   directors   for  property   to   be    transferred   for 

stock,  869. 
certificate  of,  153. 
charter  clause,  10,  103,  106. 

minutes    of    stockholders'    meeting    authorizing    purchase    of    property    from 
promoters,    864. 

of  meeting  accepting  offer  to  sell  property  for  stock,  659,  8.30. 
containing  resolutions   to  authorize   issue  of  capital  stock,   807. 
notice  in  charter  of  intention  to  issue  stock  for  property,   (Indiana).  10;i. 
offer    by    promoters    to    transfer    property    to    corporation    for    stocks    and 
bonds,   856. 

to  transfer  business   for   stock,   662,  830. 
to  transfer  property   for  stock,   837. 
option  agreement  for  transfer  of  property  for  stock,  792,  790,  797,  799. 
order  for  issue  of  stock  certificates,  809. 

offer  to  transfer  business  for  stock  and  donate  stock  to  company,  071. 
proposal  to  exchange  property  for  stock,  837. 

resolution  of  directors  as  to  transfer  of  property  for  stock,  838,  863. 
of  stockholders  as  to  same,  838. 

of  stockholders  directing   purchase    of   business,    838. 
to  accept  offer  to  transfer  property  for  stock  and  donate  stock,  671. 
to  purchase  property  in  exchange   for  stock  of  purchaser,   859. 
to  accept  offer  to  transfer  business  for  stock  of  purcha.ser,  859,  863. 
to  sell    property   and   business    for   stock,   002,    604,    660,    076. 
to  sell    property    and    business    in    excliange    for    shares    of    stock    of 

vendor  and  cash,   800. 
to  acquire   common    capital    stock    in    exchange    for   stock   of    purchaser 

and   cash,   861. 
of    stockholders    authorizing    sale    of    corporate    property    for    st«ck    In' 
new    corporation,    862. 

J. 

JOINT  and  several  Judgment  notes,  1173. 
JOINTLY  registered  stock,  551. 

payment  of  dividends  on,  regulating  clause,  561. 
JOURNAL — See  Books  ;  Stock  ;  Dividends. 

stock,  238,  707. 
JUDGES — See  Inspector;  Tellers;  Elections;  Meetings. 

of  election,  oath,  830. 

return,  835. 

certificate  of  election  to   increase   capital   stock,   1S72. 
JUDGMENT — See  Notes. 

assignment   of,   1497. 

note,    1173. 

K. 
KANSAS — 

acknowledgment  without  the  state,   37S. 

annual    statement,    119. 

application    for   authority   by   foreign    corporation,   120. 

authorization   of  consent  by  a  foreign   corporation,   121. 


2088  INDEX. 

[REFERENCES    ARE    TO    FAGBS.] 

KANSAS — continued. 

application  for  charter,   116. 
charter,    116. 

foreign    corporation — annual    statement,    123.  , 

statement  of  decrease  of  capital,   118. 
statement  of  Increase  of  capital,  118. 
KENTUCKY— 

acknowledgment,    373. 
articles  of  incorporation,  125. 

foreign    corporation — appointment   of   agent,    126. 
resolution  appointing  liquidator,    1775. 

L. 
LAND,   declaration  of  trust  In,    1185. 
LANDLORD — See  Lease  ;  Tenant. 

notice  to  quit  by,  1220. 
LEASE — See  Agreement  ;  Contract  ;  Landlord  ;  Tenant. 
agreement  for,  of  entire  plant,  1205. 
of  manufacturing  plant,  1209. 
of  railroad,  1213. 
with   option   to   purchase,   810. 
and   agreement   for  sale  of   portion   of  business   of   manufacturing  corpora- 
tion,   822. 
assignment  of,  1204,  1220. 

and  acceptance  thereof,  1204. 
bond  for  performance  of  covenants  in,  1488. 
consent  to  assignment,   1204. 
from    corporation    to    individual,    1200. 
guaranty  of,  1204. 

notice  of  intention  to  quit,  by  tenant,  1221. 
to    quit,    by    landlord,    1220. 
to   remove   property   on   expiration,    1221. 
to  tenants  of  conveyance,   1222. 

of  coal  mine,  bond  for  performance  of  covenants,   1488. 
of  premises  for  storage  of  consigned  property,   1532. 
stocicholders'     resolution    concerning    defaulted    lease    and    notice    thereof, 

1222. 
to  a  corporation,   1200  note. 
with    covenants,    1199. 
LEDGER — See  Books  ;  Stock  ;  Journal  ;  Dividends. 

stock,  237,   768,  770. 
LENDING  MONEY — See  Pledge  ;  Bond  Issues  ;  Mortgage. 

on   stock   of   corporation,   562. 
LETTER — See   Agreement;    Power   of  Attorney;   Check;   Dividend;    Offer; 
Notice  ;    Bond    Is.sues  ;    Merger   and    Consolidation  ;    Issue   of    Stock   for 
Property  ;  Reorganization  ;  Escrow  ;  Underwriting  ;  Voucher. 
allotment,   637,   1008. 
enclosing   dividend    check,    1082. 
of  deposit  in  escrow,  819. 
of  deposit  of  stock  in  trust,  1138. 
of  officers    concerning   preferred    stock    issue,    999. 
of  engineer   in    re   sinking  fund   bonds,    1014. 
of    president    in    re    sinking,  fund    bonds,    1014 
offering  to  exchange  property  for  stock,  662. 
to    custodian    of    escrow    agreement,    1542. 
to  secured  creditors  concerning  reorganization,  1827. 

to    stockholders    concerning    purchase    of    stock    to    be    distributed    among 
stockholders,    1076. 

concerning    consolidation,    1698. 

concerning    increase    of    stock    and    right    to    subscril>e,    1659. 
In    re    application    for    increased    stock,    1658. 
when  voucher  check  sent,  1179. 
LICljNSB— 

to  commissioners  (Illinois),  90. 


INDEX.  2089 

[BEKEfiE.NCES    ARE    TO    PAGES.] 

LIEN — See  Bond  Isbi'Es  ;  I'l.KrxJE. 

certificate  of  stock  reservlnfj,  7.'>4. 
LIQI  lOATloN — Set'     l>is.soLi  tiun  ;     I{k<jik;amzation  ;     Stockhoi-deiis      Aohee- 
MK.NT.s  ;   Ckutikicates  (jf   Skmk  ;   ("AiMTAi,  .Stock   Clauses. 

notice  to  stockholders  by  liquidator  and  retjueBt  for  deposit  of  stock,   1731. 

liquidator,    receipt   for   stock   by,    ITSli. 
LIST— See  Hy  Laws. 

of   stockholders    (New  Jersey),    1049. 

by-law    provisions,    <!H.".. 
LLSTING    SE(UKrnE.S    on    stock    KXCIIANGES— See    Fi.OTATio.v  ;    Stock; 

*        TllAN.SFEU. 

agreement  to  furnish   Information,   ChicaKO  Stock    ICxchanije  form,    11)64. 

rhlladelphla    Stock    Exchange    rules,    lOtJT. 
application  to  list  stock  on  N.  Y.  Stock  F^xchange.   1049. 
to  list  additional    stock    on    N.    Y,    Exchange,    195:i 
to  list  stocks  on   Boston  Stock  Exchange,  19.")0. 
to  list  bonds   on   Boston    Stock    Exchange,    19.">9. 
contract   with    registrar,  Boston    Stock    Exchange.    19(iL'. 
notice   to  stockliolders   to   exchange   stock   certllicatcs   for    listed   certificates, 

1969. 
requirements  for  listing  securities  on  Chicago   Stock   Exchange,   1962. 

on    Phlladilphia    Stock    Exchange,    1964. 
rules  of  New  York   Stock   Exchange,  for  listing  securities.    1940. 
LOAN — See   Bo.\d   Lssces  ;    Negotiable   Instkl'.mexts  ;    Notes. 
LOCATION — See  Place  of  Business;  Pri.ncipal  Place  of  Bisixess. 
LOST  CEKTIEICATES— See  Bo.nd  Issues;  Stock;  Bond;  Indem.nitv  ;  Noticb  : 
Stole.v    I.nstiume.nts. 

advertisement   by   administrator  of  lost  certificates  of  stock,   772. 
affidavit   of   ownership    to   accompany    bond   of   indemnity,    773. 
application  for  new  certificate.   771. 
bond   indemnity   for   lost   certitictUe   of  stock,    772. 
for  lost  coupons,    1479. 
for  lost  note.    1180-1. 
by-law  provisions,   702,   724,   726. 
notice  of,   771. 

and   application   for   new   certificate,    771. 
regulating   claiuies,    562. 
LOUISIANA— 

acknowledgment  out   of   state,    .^74. 
certificate  of  amendment   of  charter,    131. 
certificate  of  incorporation,    127. 

foreign    corporation — declaration    and    power   of   attorney,    133. 
LUMBER— 

agreement  for  sale  and  i)urchase  of.   1520,   1523  note. 

>L 
MACHINERY' — See  Aoreemext  ;  Contract. 
agency   agreement  for   sale   of,   15S0. 

order   under  same,    1581. 
agreement  for  privilege  of  sale  of.   1510. 
proposal  and  acceptance  for  sale  of,  1514. 
MA  I  NIC— 

acknowledgment,    out   of   state,    374. 

annual    return,    l.'JS. 

articles  of  agreement,   136. 

by-laws,   729. 

certificate  of  foreign    corporation,    138. 

certificate  of  organization,    136. 

foreign  corporation-appointment  of  attorney,  l."??). 

power  of  attorney  to  act  after  organization,  682. 

to  acrcpt   stock  and  net  after  organization,   682. 
oath    of   clerk,    137. 
MAINTENANCE^ — See  By-Laws;   Prtncipal  Office;   Location;  Offich. 
of  otiice  and  meetings  out  of  state,   029. 


2090  INDEX. 

(references  are  to  pages,] 
MAJORITY  OF  STOCKHOLDERS — See  Stockiioldeks  ;  Reorganization  ;  Voting 
TiusTS ;    Amendment  ;    Dissolution  ;     Inckeasb  ;    Mekger    and    Consolida- 
tion ;  Voting. 

property  to  be  sold  at  request  of,  567. 

agreement  to  sell  stock  to  promoters,   81G. 

agreement  by  promoters  of  oonsolidatiou  to  exchange  control  of  stock,  850, 

notice  of  call  of  meeting  by,  1637. 
MANAGER — See  By-Laws;  Directors;  General  Manager;   Emploveb, 

agreement  for  employment  of,  1566-1567. 
MAN  UFACTURI  Na— 

corporation,   agreement  preliminary  to   formation  of,  611. 

power  to  engage  in,  539. 

plant,  lease  of,  1209    . 

plant,  option  agreement  on,  789. 

agreement  to  sell  portion  of  business  and  lease,  822, 

charter  of  United   States   Steel   corporation,  2017. 
MARGIN — See    Agreement;    Collateral;    Negotiable    Instruments;    Notes; 

r LEDGE. 

receipt  and  agreement  for  stock  deposited  as   security  for,   892, 
MARYLAND — 

acknowledgment  out  of  state,  375, 
articles   of  incorporation,   142, 
certificate  of  foreign  corporation,   146. 
foreign  corporation — annual  statement,   147, 
report  of   capital  stock  of  corporation,   143. 
MASSACHUSETTS — 

acknowledgment,    375, 

agreement  of  association,   149, 

articles   of  amendment,    152. 

articles  of  organization,    150. 

certificate  of  condition,   154. 

foreign  corporation— appointment  of  attorney,   158. 

appointment    of   auditor,    159. 

certificate,    156. 

certificate   of  condition,    160.  

issue  of  capital   stock,  153. 
notice  of  first   meeting,    150. 
MEETING — See  Annual  Meeting;  By-Laws;  Directors;  Stockholders;  First 
Meeting  ;    Incorporators  ;    Minutes  ;    Notice  ;    Organization  ;    Regulating 
Clauses  ;  Special  Meetings  ;   Subscribers  ;  Waiver. 
affidavit  of  mailing  notice  of,  654,   1044-1045. 
inspector's  oatli  and  report,   1047. 
minutes  of   first   meeting  of   subscribers,   657,    058,    663-665. 

first  meeting  of  directors,   665,  675. 

adjourned    meeting   of    stockholders,    667. 

annual    meeting   of   stockholders,    1046. 

organization  meeting  of  directors    (Arizona),  670. 
(Illinois),    672-3.'^ 
(West    Virginia),    675. 
notice  of  first  meeting  of  directors,  668.     See  Notich. 
notice   of   bondholders'    meeting,    1471. 

power  to  hold  meetings  out  of  state,  539.  • 

proxy   for  bondholders'  meeting,  1472. 
ratification  of  minutes,  680. 

resolution  signed  by  all  directors,  regulating  clause,  T>€i!^. 
waiver  of  notice  of  first  meeting  of  directors,  068,  609. 

of   organization   meeting,    656,    657. 
notice  of  bondholders'   meeting  to  consider  default   in   iiitereRt,    1470. 
notice  of  special   meeting  to   authorize   issue  of  bonds,    1271,   1272. 
MERGER  AND   CONSOLIDATION — 

affidavit  verifying  service  of  notice,  1754. 

agreement   by  promoters  of  consolidation  for  exchange  of   control  of  stock, 
850. 


INDEX.  2091 

[HLFEHENCES  are  to  I'AGES.] 

MERGER   AND   CONSOLIDATION— ^onhnuff/. 

for    amalffumatlon    and    conBolldatlou,    1700. 
(•oriHolldatlon    (Illlnol«),    1(J!);{. 
coDHolidation    (New   Jersey),    ITl.'i. 
sule   of   business,    1756. 

merger  and  consolidation    (New  Jersej),    1710. 
merjccr  and  consolidation     (Pennsylvania  i,    170.5. 
merger    of    national    lianks,    1729. 
UHTKcr  of   trust  companies    ( I'ennsylvaiila » .    1700. 
to  con.solldiite,  between   i)romoters  of  boldins  corporations,  17j9. 
approval    of   resolution   by    Individual    stockbolders.    17.")0. 
assent  to  merger  and   i)roxy,    17'J7. 
certllicate  of  consolidation    (Connecticut),   (J.'J. 

(Illinois).  1702. 
letter    enclosing    now    certificate,    17.T2. 

to  corri'spondents  about   endorsements,   17.'}3. 

to  stoclcbolders   of    national    banks    and    trust    companies    setting    forth 
plan    of    consolidation,    1734. 
minutes   of  stockholders'   meeting,    1755. 

of    stockholders'     meeting    of    national     bank,     approving    increase    of 

capltJil,    uierg(>r,    etc.,    174G. 
of  special    meeting  of   stockholders   to    consider,    1752. 
notice  of  meeting  to  act  upon  agreement  of  merger   (New  York),  1704. 

of  meeting  to   consider   proposed   consolidation    (Pennsylvania),    1704. 

of   merger   of   trust   companies,    (Pennsylvania),    1708. 

of  directors'   meeting  to  consider   consolidation,   1752. 

of  plan    to   purchase   stock   of   another   corporation   becoming  operative, 

2044. 
of  right  to   subscrlt>e,    1726. 

of  special   meeting   to  act   upon   agreement   of  merger    (West  Virginia), 
1703. 

to  consider  proposed  consolidation    (Illinois),  1692,   1754. 
of  stockholders'    meeting   to    consider    merger,    1727. 
to  correspondents  of  absorljod   bank,    1733. 

to    stockholders    of   plan    of    merger   of    national    banks,    and    option    to 
exchange    stock,    etc.,    1725. 

of  proposed   merger   and  amendments.    1728. 
by    liquidating    committee    and    request    for    deposit    of    stock,    1731. 
to    stockholders    of    national    bank    entering    consolidation,    1738. 
of  national    bank    to    l)e    dissolved,    1730. 
of  state   Ijank,   of  special    meeting  to   change   name,    1740. 
of  state   bank   to   be   dissolved,    1740. 
option   agreement   to  sell  business  to  promoter  of  consolidation,   702. 
plan   for   purchase  of  entire   stock   of  another   corporation,   2():J5. 
proof  of  service  of  notice  of  meeting,  1753. 
proxy  for  meeting  to  consider  consolidation    (Illinois),    1701. 
and  waiver  of  riglit  to  sul>seribe,   1720. 
of   stockholders   of   national    l)ank   and    state   bank,    1741. 
of   stockholders   of   national    bank    and   state   bank   for   meetings    to  dis- 
solve  corporations,    1744. 
published    notice   of   consolidation    (Illinois).    1702. 

notice   of   merger   of   national   banks,    1734. 
receipt  for  stock    by    liquidating  committee,    1732. 
receipt  for  stock    to    liquidating   committee,    1732. 

recommendation  by  directors  to  stockholders  of  consolidated  company.   1608. 
resolution   of  directors  as   to   consolidation    (New   .Jersey),    1712,   1713  note. 
of  stockholders   in  re  same,   1713   »io/f. 
to  authorize    sale    of    business    and     propertv    to    anotlier    corporation, 

1753. 
allotting  stock  in  new  company,   1758 

Micnir.AN— 

acknowledgment   out    of   state,    376. 
annual    report — foreign    and    domestic,    166. 


2092  INDEX. 

[keferences  are  to  pages,] 
UICHIGAS— continued. 

articles  of  association,   163. 

certificate  of  amendment    to    articles    of    assochition,    164. 

certificate  of  increase    of    capital    stock,    165. 

foreign   corporation — appointment   of  agent.    169. 

statement,    168. 
notice   of   dissolution,    170. 
MIXES— 

agreement  for  sale   of   minerals,    l.">()9    nnlr. 
agreement  to   pay   commissions  for  sale  of.   1584  note. 
agreement  in   re  exploration   work,   SOli.    SO.*?,   805. 
agreement  for  deposit  of  tailings  from,    in.'il   note. 
agreement  for   management  of,   1509  note. 
bond  for  deed  to,  1189. 

bond  for  performance   of   covenants   of   lease,    1488. 
syndicate  agreement  to  purchase  and  resell,  981. 
MINNESOTA — 

acknowledgment,    376. 
certificate   of   incorporation,    171. 
foreign  corporation — affidavit  and  statement,  172. 
appointment   of  agent,    173. 
MINUTES — -See  Annual  Meeting  ;  By-Laws  ;  Directors  ;  First  Meeting  ;   In- 
CORPORATOKS ;     MEETINGS;     Noiice;     Proxy;     Resolutions;     SToCKHoi.DErts ; 
Special  Meetings  ;   Subscribers  ;  Waiver. 
of  first   meeting  of  board   of  directors,   665. 

of  special    meeting    of    directors    to    consider    stockholders'    meeting    to    in- 
crease   capital,    1640. 
of  organization  meeting    of    directors    (Arizona).    670. 
of  organization  meeting  of   directors    (Illinois),   672,   673. 
of  organization  meeting   of   directors    (West   Virginia),   675. 
of  annual  meeting  of  stockholders,   1046. 
'       of  adjourned    meeting    of    stockholders,    607-. 

of  first    meeting    of    subscribers,    241,    657,    659,    663,    665. 
of  directors'    meeting    to    act    on    contract,    etc.,    1063. 

to   consider   sale   of   entire   corporate    property,    530. 
of   incorporators'    and    directors'    meetings    to    authorize    issue    of    stock    for 

patents,    867. 
of  special  meeting  of  directors  to  call   stockholders'  meeting,   1640. 
of  special    meeting    of    stockholders,     1638. 

to    sell    entire    corporate    property,    831. 
of  special    stockholders'    meeting    to    increase    capital,    1643. 
and  reorganize  company,  1056. 

authorizing    purchase    of    property    from    promoters,    864. 
of  national   bank  approving  merger,   etc.,   1746, 

to  dissolve   corporation,    1767. 
ratification  of.  680. 
resolution    confirming,    663. 
MISCELLANEOUS— 

purposes,    broadly   stated,   object  clause,   544. 
MISCELLANEOUS  INSTRUMENTS — See  Agreement;  Contract. 

amended    certificate    of    incorporation    of    United    States    Steel    Corporation, 

2017. 
annual  report  to  stockholders  of  a  corporation,   2027,  2031. 
Carnegie    Iron-clad   agreement,    2021. 

declaration    and    notice    of    plan    to    ac(iuire    entire    stock    of    another    cor- 
poration   becoming    operative,    2044. 
general   letter  of  attorney   in   fact  for  a  corporation,   L>012. 
notice  of  allotment  of  bonds  subscribed  for,   2045, 

by    receiver    of    time    within    which    claims    against    corporation    to    be 

filed,  2015. 
of  petition  and  offer  to  buy  property  of  bankrupt  corporation,  2013. 
to  creditors  by  special  master  in  foreclosure  proceedings  to  file  claims, 
2016. 


INDEX.  2093 

[REKEnENCES    ABE    TO    PAGES.] 

MISCEIJxANEOUS   IXSTRUNnONTS-  continued. 

of   purfhase  of  corporate   assets  and  assumption   of  llabllltl*^,   2016. 
plan    for    acquisition    by    ((Jiporation    of    all    stock    of    nnothor    corporation, 

proof  In  bankruptcy  of  <lel)t  due  corporation,  12008. 
of  secured   debt    due    corporation,    2000,    UOlO. 

receipt    for    stock    deposited    under    plan    to    acquire    stock    In    another    cor- 
poration.   204;{. 

receiver's   bond    (Illinois),   2000. 

subscription    for    bonds    under    plan    to    accpilre    stock    of    another    corpora- 
tion,   2042. 

United  States  internal  revenue-  return  of  imnii.-il  net  income,  2024. 

Mississirri— 

acknowledg-nient,   o7T. 

charter,    174. 
MISSOURI— 

acknowledKment  of  trust  deed  In,  1421. 

acknowledgment  of  mortgaKe,    .^78. 

acknowledgment  out  of   state,   377. 

affidavit  of  dissolution,    170. 

affidavit    of   retirement,    18.".a. 

annual  report  of  domestic  corporation,  178a. 
of  foreiffn  corporations,  183. 

anti-trust  affidavit,  1S2. 

certificate  of  incorporation,  175. 

forms   for  forei^in   corporations.   ISO,   IS.'l. 

statement  increasing  or  decreasing  capital  stock,  177. 
MODIFICATION — See  Agreement;  Amendment;  Reorganization. 

of   contract,    agreement   for,    1481. 
MONOrOLIKS — See  Trlsts  and  Combinations. 
MONTANA — 
^  acknowledgment.    379. 

annual    report    of   corporation,    185. 

articles   of   incorporation,    184. 
MORTGAGE — See  Bond  Issies  ;  Trust  Deed;  Chattel  Mortgage;  1'ledge. 

by    corporation    to   corporation.    1190. 

chattel,    corporation    to   individual,    1106. 

covenant   against   short  term  notes.   llC;. 

limitation   on    power   to,    5G8,    569. 

notice  of   special   stockholders'   meeting  to  authorize,    1631. 

release  of,  by  corporation,  1194,  1195. 

of    part    of    mortgages    premises,    1195. 

restriction   on  power,   regulating  claus(>,   568,  569. 

resolution   of  stockholders,   authorizing,   1057   note,   1190. 
of  directors,  authorizing,  1057  note,  1276. 

supplemental,   1399,    1407,   1410. 
MUNICIPAL    CORPORATION    - 

notice  of  sale  of  shares  belonging  to,  930. 

N. 

NAME — See   Ohgamzation  ;    State    For.ms  ;    Amendment   or   Chartfb  ;    Change. 
certificate  of  change  of   (Connecticut),   60. 

(Illinois),    1687. 

(Vermont).    333. 

(West    Virginia),    347. 
notice  of  change  of,   1688. 

of   stockholders'   meeting   to   change,    1686. 
order  for  change  of  (California),  25. 
resolution  for  change  of.   i(>46,  1687. 
sale  of  good  will  and  right  to  use.   1504. 


2094  INDEX. 

[REFERENCES    ABE    TO    PAGES.] 

NATIONAL    BANK — See    Bank;    Merger    and    Consolidation;    Increase    of 

Capital   Stock  ;   Dissolution. 
NEBRASKA — 

acknowledgment.   380. 
articles  of   incorporation,    187. 
certificate  of  foreign  corporation,  188. 
foreign    corporation — resolution,    188. 
NEGOTIABLE     INSTHUMENTS — See     Bond     Issues;     Flotation;     By-Laws; 
Check  ;    Collateral  ;    CouroN  ;   Dkbentukes  ;    I'leduk.  ;   Shout   Term   Notes  ; 
Notes  ;  Voucher. 

agreement  to  surrender  notes  if  reorganization  effected,  1174. 
bond  of  indemnity  on  payment  of  lost,   1180. 
by-law  provisions  as  to,  718,  734. 
collateral  note  by   corporation  to  bank,   1155,   1156. 
secured    by    stock    and    bonds,    1157. 
trust    note    with    guaranty,    1158. 
corporate   check,    1175,   1170. 
coupon,    1160. 

judgment    note,    1173. 
draft    by    corporation,    1150. 
endorsement    of    check    by    corporation,    1176. 
of  draft,   1151. 
of    note,    1151. 

without    recourse,    1152. 
for    collection,    1153. 
waiving    protest,    1153. 
restrictive,    1154. 
extension   interest  note,   1172. 

of    trust    deed    note    payable    in   gold    coin,    1171. 
joint   and   several   judgment    note,    1173. 
non-negotiable    note,    1154. 
note    payable    to    corporation,    1150. 
notice    of    extension    of    notes,    1169. 
offer   to   extend   gold   notes,    1170. 
payment    of    interest    coupons,    1105. 
payment  of  part  of  note  issue.  110".). 
payment   of    short    term    notes,    1165,    1166. 
privilege    of    extension    of    gold    notes,    1170. 
redemption    of    convertible    notes,     11 61. 
of   collateral    trust    certificates,    1167. 
retirement    of    coupon    notes,    1166. 
offer    of    short    term    notes,    1165. 
refunding    gold    notes,    1166. 
promissory   notes,    1150. 

and    endorsements,    1154. 
resolution   authorizing   issue   of  short   term    notes,    1161. 

for   issue   of   short   term    notes   and   covenant   against   mortgages,    1165. 
short    term    note,    1159 

with    covenant    against    mortgages,    1163. 
voucher,    1180. 

check,    1177,    1178. 
letter    used    with    voucher,    1179. 
NEVADA — 

acknowledgment,    380. 
articles  of  incorporation,   190. 
foreign    corporation — certificate,    191. 
NEW   HAMPSHIRE— 

acknowledgment,  380. 
annual  return.   193. 
articles  of  association,   193. 
NEW    .7ERSEY— 

acknowledgment,    out    of    state.    381. 
affidavit   of   publication,    19i>. 


INDEX.  2095 

[BEFEBENCES    ABE   TO    PAOHS.] 

NEW  JERSEY — continued. 

agn'OiiU'iU    of    coiisolldfitlon,    1713,    1710. 
annual    report    by    domestic    corporation,    201. 
foreign  corporation,   20'~. 
to  state   board  of  assessors,   203. 
by-laws,    ««4,   0!t;{. 
certKkate  of  diangc,   109. 

of    cbantre    of    location    of    principal    office,    197. 
of    dissolution    by    unanimous    consent,    107. 
of    Incorporation,    lO.'i. 

of    United    States    Steel    Corporation,    2017. 
of    payment    of    capital    stock,    100. 
list    of    stockboldcrs.    1040. 

officers    and    directors    at    time    of    dissolution,    199. 
notice    of   annual    meeting,    lO.''.^,    10.<i4. 
proxy    for    annual    meeting,    1054,    1056. 

to    consent   to   dissolution,    1050. 
sale  of  stock  of  Illinois  corporation  by,  646 
statement    by    foreign   corporation,    201. 
NEW   MEX I  co- 
acknowledgment,    381. 

annual  n  port  to  secretary  of  New  Mexico,  207. 
articles   of   incorporation,   205. 
certilicate    as    to    payment    of    capital    stock,    206. 

of  change   of  agent   of  foreign    corporation,   208. 
statement   of    foreign    corporation,    206. 
of  suspension  of  business,   207. 
NEW   YORK — 

acknowledgment,  382. 

of   corporation   mortgage,   382,    1419. 
capital   stock   report,   220. 
certificate    of  "foreign    corporation,    217. 
incorporation,   210. 

of  Incorporation  of  Hart,  Schaffner  &  Marx,  211. 
of   increase    of  capital   stock,    210. 
of  payment   of   one-half  of   capital   stock,   216. 
NEW     YORK     STOCK     EXCUANGE— See      Listing     Seclkities     on     Stock 
Exchanges. 

forms   of   transfer   prescribed  by,   757,   761. 
NORTH    CAROLINA— 
acknowledgment.    383. 

affidavit   of   publication    of   certificate   of  dissolution,    226. 
annual    statement    of    domestic    corporation,    227. 

of    foreign    corporation,    228. 
application    for    domestication    by   foreign    corporation.    229. 
certificate    of    dissolution    by    unanimous    consent,    225. 
of  Incorporation,  224. 
NORTH    DAKOTA— 

acknowledgment,   384. 

annual    report — domestic    corporation,    231. 

foreign    corporation,    232. 
appointment    of    attorney    by    foreign    corporation,    231. 
articles   of    incorporation,    230. 
NORTHERN  SECI'RITlES  COMPANY— See  Tkist  and  Combination.s 
form   of   stock    certificate,    745. 

resolution    of   directors   concerning   reduction    of    capital    stock,    amendment 
of  charter   and   calling  stockholders'   meeting.    16TS. 
NOTES— See  Bonh   Issies  ;   Ky-Laws  ;    Cui.i.atekai.  :    NK.i.niAnt.E   Instrvmknts  ; 
SiKiHT    TKiiM    Notes:    AniiEEMENT;    Contiiact  ;    Gcabanty. 
advertisement   of   serial    gold    notes,    1024. 
agreement   to  purchase,  708. 
collateral,  000-003. 

to  bank.    1155-1157. 

trust,   with    guaranty,    1158. 


2096  INDEX. 

[BEFERE>CES    AAE    TO    PAGES.] 

NOTES — continued. 

endorsement,    1151-1154. 

guaranty  of  payment  of  extended,   1548. 

of    corporate.    1550,    1551    note. 
non-negotiable,    1154. 

notice   of   special   meetng   to   authorize   issue,    1632. 
offer  of   sliort  term   notes   for   sale,    1165. 
promissory,    1150. 
sliort   term,    1159. 
coupon.    1160. 

resolution  authorizing  issue.  1161,  116S. 
with  covenant  against  mortgages,  1163. 
NOTICE — See  Adveutisement  ;  Agent  ;  Amendments  to  Charters;  Annual 
Meeting  ;  Assess-^ents  ;  Assignments  ;  Bankruptcy  ;  Bond  Issues  ;  Bt- 
Laws  ;  Call  ;  Car  Trusts  ;  Certificates  ;  Collateral  ;  Contract  ;  Decrease 
OF  Capital  Stock  ;  Directors  ;  Dissolution  ;  Dividends  ;  extension  ;  Flota- 
tion ;  Foreign  Corporations;  Guaranty;  Income  Bonds;  Issue  of  Stock 
FOR  Property;  Interest;  Increase  of  Capital  Stock;  Lease;  Letter; 
Listing  Stock  ;  Lost  Certificates  ;  Meeting  ;  Merger  ;  Mortgage  ;  Nego- 
tiable Instruments;  Notes;  Object;  Offer;  Organization;  Place  of 
Business ;  Pledge ;  Preferred  Stock  ;  Principal  Place  of  Business ;  Pro- 
moters ;  Prospectus  ;  Property  ;  Publication  ;  Public  Work  ;  Receipt  ; 
Receivers  ;  Redemption  ;  Regulating  Clauses  ;  Reorganization  ;  Sale  ; 
Short  Term  Notes;  Sinking  Fund;  Special  Meetings;  State  Forms; 
Stock  ;  Stockholders'  Agreements  ;  Subscriptions  ;  Tenant  ;  Trademarks  ; 
Trustee  ;  Unfair  Competition  ;  U.  S.  Steel  Corporation  ;  Voting  Trusts  ; 
Waiver. 

affidavit  of  mailing,  654,   1044-1045,   1644,   1766. 
of  publication,    23,    40,    198,    350. 
of  service  of,   29,   40,   150. 
authority    to   give   to   agent,    1046. 
by  advertisement,   regulating  clause.   569. 
by-law   provisions,   686,   696,    707-708,   720,   727,   732. 
certificate  of  publication.   1644,   1766. 
computing  time   of,   regulating  clause,   569. 
effect  of,   regulating  clause,  569. 
manner    of    giving,    regulating    clause,    569. 
signing,    regulating   clause,    569. 

O. 

OATH — See  Acknowledgment  ;  Affidavit. 

of   clerk    (Maine),   137. 

of  inspector  of  election,  1047. 

of  judge  of  election,  836. 

of  secretary,    082. 
OB.IECT — 

notice   of   special    meeting   to   change,    1686. 

certificate  of  change   of,    1689. 

notice    of    change   of,    1688. 

resolution    for   change   of.    1646,    1689. 
OB.IECT    CLAUSES — S-e    General    Ob.iect    Clauses  ;     Rf;gulating    Clauses  ; 
Special  Object  Clauses;  Charter;  Certificate  of   Incorporation;   State- 
ment FOB  Incorporation. 

OFFER See  Agreement  ;  Flotation  ;  Notice  ;  Proposal  ;   Prospectus  ;   Advki^ 

tisement  ;   Option;   Underwriters. 

by  corporation    to    sell    real    estate,    811. 

by  promoter  to  transfer  property  to  corporation  for  stock  and  bonds,  856. 

of  refunding  gold  notes,    1166. 

of  treasury   stock   to   public,   1005. 

to  purchase  shares  under  deposit  agreement,  940. 

to  purchase   entire  corporation   property,    831. 

to  donate   stock   to   corporation,   1142. 

to  sell    stock   to    purchaser   of   bonds,    887. 

t«  return  stock  transferred  as  security  for  debt,  898. 


INDE^.  2097 

[BEFEKENCES    ABE    TO    PAfJES.l 

OFFER — continued. 

to  stockholdfiH  of  right   to  subHcrlbe  for  Increase  of  Btock.   1674-5. 

to  transfer  property  for  8to<k,  OCiU,  Oft4,  C71,  837.     See  Ih.slb  of  Stock  fob 

Pkopekty. 
to  sell    real   estate    to    forporatlon,    811. 
OFFICE — Sec   Amenhments    to   Chahtehs  ;    State   Forms;    Bv-Law.s  ;    Notice; 
Ofkicehs  ;  I)ihf;ctok.s  ;  By-Laws;  Minutes;  Bond;  Agent;  E-mti-ovkes. 
chiirter  clauses,  r>',i'.). 
certificate  of  change  of,   ]0;)2. 
OFFlCEIiS — See   Agents  ;    E.Mi'LovEEs  ;    By-L.v\vs  ;    Diukctoks  ;    Meeting. 
election,   r>C7. 

by-law  provisions,  6S8-i»,  607.  70.{,  704,  7()0,  71^1.  727,  732,  7.34,  739. 
regulating   clauses,    566,    567. 
removal,    567,    689,    704,    734. 
resignation,   679. 

resolution  accepting,  679. 
OHIO— 

acknowledgment,    384. 
out  of   state,   385. 
amendment   of   articles   of   incorporation,    246. 
annual    report    of    domestic    corporation,    244. 

of   foreign   corporation.    2.")4. 
articles  of   incorporation,  :i34. 
book   of  stock   certificates,    237. 

certificate  of  appointment  of  agent  by  foreign  corporation,  254. 
of  a  foreign  corporation,   257. 
of  dissolution  of  corporation   for  profit,   244. 
of  election   of   directors,    243. 
declaration  of  a  foreign   corporation.   250. 

forms  and  suggestions  relative  to  organization  of  stock  companies,  235-243. 
minutes  of  stockholders'  first  meeting,   241. 
notice  of  opening  books  of  subscription,   236. 
statement   of    foreign    corporation,    249. 

of  increase  of  proportion  of  stock  of  foreign   corporation,  252. 
stock  journal,   238. 
stock   ledger,   238. 
subscription    blank,    236. 

waiver  of  notice  of  first  stockholders'   meeting,  242. 
OIL  COMPANY — 

object  clause,  128. 
OKLAHOMA^ 

acknowledgment,  385. 

articles    of   incorporation,    258. 

foreign    corporation — appointment    of    agent,    260. 

revocation   of   agent,    2()(». 
statement  of  domestic  corporation,   250. 
of  foreign   corporation,    261. 
OPINION  OF  COTTNSEL — See  Attouney  ;  Counsel  ;  New  Yobk  Stock  Exchange, 
Listin(;   Secikitiks  On. 

as  to  validity  of  bond  issue,   1026. 
as  to   issue   of  Iwnds,    1027. 

as  to  organization,  right  to  Issue  bonds  and  title  to  real  estate,   102S. 
as  to  legality  of  organization   and  l)ond  issue,    1029. 

reqiiirenient  of,  for  listing  securities  on  New  York  Stock  Exchange,  1943. 
OPTION    AGREEMENTS — See   Agreement  ;    Contkact  :    Issti:     of    Stock    fob 
Puoi'EHTY  ;  Offer. 

agreement   between    promoters  and   holders   of   option   to    transfer   for   stock 
In  new  corporation,  Slo. 

for  right  to  purchase  property  held  under  options,  807. 
for  sale  of  options,   812.  • 

for  extension  of  option   and   surrender  thereof,   813. 
for  sale  of  entire  business  to  another  corporation,   819. 
for  sale  of  portion  of  business  and  lease  of  property.  822. 


2098  INDEX. 

[references  ark  to  pages,] 

OPTION   AGREEMENTS — continued. 

bond  to  keep  options  In  force,    81  o. 

consent  of  holders  of  stock  to  sale  of  entire  corporate  property,  833* 
election  return  upon  proceedings  to  sell  entire  corporate  property,  834. 
escrow*  agreement,  818. 
letter   of   deposit   In   escrow,    819. 

minutes  of  directors'  meeting  to  consider  sale  of  entire  corporate  property, 
830. 

of  special  meeting  of  stockholders   to  consider  sale  of  entire   corporate 
property,    831. 
notice  of   acceptance   of   option,   814. 
option    agreement,    799. 

for  sale   of   property   to  promoters,    788. 

on   manufacturing   plant,   789. 

for  property  to  be  taken  over  by  proposed  corporation,  796. 

to  sell  business  to  promoter  of  a  consolidation,  792. 

to  give   option    on   stock    to    syndicate   wliich   agrees   to   do   exploration 
work    on   mines,    802. 
by  corporation  and  syndicate  permitting  exploration  work,   803. 

by  member   of  syndicate   to   do   exploration   work   on   mines,   805. 

to  lease    with    option    to    promoter,    810. 

by   majority   stockholder   to   sell    stock   to  promoter,    816. 

to  purchase    concession,    797. 

to  purchase   property,    809. 

to  purchase,  agreement  for  lease  with,   810. 

to  repurchase   shares,   dividends   guaranteed  by   vendor,    871. 
resolution   for  giving  option,   814. 

resolution    of    directors    approving   sale    of   entire    property    to    another    cor- 
poration,   821. 
extracts    from    minutes    of    stockholders'    meeting    approving    sale    of    entire 

property,   822. 
stock   option,    1135 

trust  company's   receipt  for   stock   deposited   in  escrow   under   option  agree- 
ment,  817. 
vendor's  underwriting  proposition,  795. 
ORDER— See  Assignment  ;  Agreement  ;   Contract  ;   Dividends  ;   Subscription. 
dividend,    1083-1085. 
for  change  of  name    (California),  25. 
for  machinery    under    agency    agreement,    1583. 
for  voluntary   dissolution    (California),    20. 
to  deliver  documents,   1541. 
of  business.     See  By-Laws. 
OREGON — 

acknowledgment,   385. 

annual   statement — domestic   corporation,    203. 
articles   of   incoi'poration,   203. 

certificate   and   copy  of  resolution   dissolving  corporation,   264. 
of  directors'meeting,    dissolving    corporation.    205. 
of  increase   or   decrease  of   capital   stock,   203. 
foreign    corporation^— annual    statement,    270. 
declaration  of  purpose,  267, 
power  of  attorney,  208. 

ORGANIZATION Sec     Agreement;     By-Laws;     Dirkctohs  ;     Incorporators; 

Meeting;  Minutes;  Notice;  Options;  Promoters;  Subscriptions. 
agreement  for,  615. 
by-law  provisions,  730. 
certificate   of    (Connecticut),   54. 
forms  and  suggestions    (Ohio),   235. 
meetings,    654-683. 

minutes  of  directors'   meeting    (Arizona),   670. 
notice  of  meeting  for,   654,   655. 
Massachusetts,    150. 


INDEX.  2099 

[BEFERKNCES    ARE    TO    PAGES,] 

ORGANIZATION — rfrntinued. 

powiT    of   attorni-y    to   act   after,   602, 

proxy   for,    10r>3. 

statement  for    (Illinois),   88, 

waiver  of  notice  of  first  meeting  of  directors,  668, 
of    first    meetlnjf  of    subscribers,    242.    Gri6.    857. 
ORIGINAL  SUBSCKII'TION  LIST— See  StBSciiii'TioN, 

form    of,    G'.i'.i. 

v. 

PAID-UP  STOCK — See  A.^nEEMENT ;  Issut  of  Stock  for  PnorEHTv  ;  Subscrip- 
tion ;  Stock. 

agreement   to   Issue   for  debt,   845. 
certificate   of,   743, 
California,  40. 
subscription    for,    635. 
PAPKK   COMPANY— 

sinking  fund   gold   bond,    1332. 
PAR — See  Capital  Stock  Ci-acses  ;   Pheferkeu  Stock  Clauses  ;  State  Forms  ; 
Change;  Amendment  to  CiiAUTEit. 
subscription   for  stoclt  above,   64'_'. 
value,    resolution    to    change    number   and,    1680-2. 
PARTIAL   RELEASE — 

of  mortgaged  premises,  1105, 
PARTIALLY-PAID    CERTIFICATE- 

of    Btocl£,    743. 
PATENT — See    Agreements  ;     General    Object    Clauses  ;     Promoters  ;    Em- 
ployee. 

agreement  to  assign  to  corporation,  1929,   1930  note. 
to   sell   stoclt   received   for,   880. 

for  sale  of  interest  in   patent  in   exchange  for  stoclc,   1930,    1931   note. 
for  sale  of  a   secret   process,    1505. 

to  share  in  expense  of  maintaining  patent  suit,   1031. 
with    employee   as   to    inventions,    1578,    1570    note 
assignment   of   entire    interest    In    invention    Ixjfore    issue    of   letters   patent, 
1924. 

of  entire    interest    in    letters   patent,    1924. 
of  territorial  interest  in  letters  patent,   1026. 
of  undivided   interest  In   letters  patent,   1925. 
of  patents,    1028, 
of  patent   to   promoter,   858. 
charter  clauses   as  to,  60,  80,  536,   537. 
license,   shop-right,    1026. 

not  exclusive,  with   royalty,   1027. 
resolution  authorizing  issue  of  capital  stock  for,  867,  1930  note. 
royalty   agreements   in   re,   1500   note,   10:U)  note. 
PAYMENT — 

of  calls  and  assessments,  regulating  clause,  554. 
PENNSYLVANIA — 

acknowledgment  by  attorney,  386. 
application  for  charter,   271. 
foreign   corporation — bonus  report,    280. 
capital  stock    report,    277. 
power  of  attorney  and  statement,  275, 
report  of  loans,  278, 
revocation  of  agency,  276. 
notice   of   iippUeation    for   charter,    272. 
proof  by  subscribing  witness,  386. 
proof  of  acknowledgment    taken    (  ut    of   state,    387. 

of  publication   of  notice.   273. 
registry   of   corporations,    273. 
foreign  corporation,  274. 

Btatement  of  location  of  office — 'forclffn  corporation,  275. 


2100  INDEX. 

[references  are  to  p^ges.] 
PKUMANENT  DIVIDEND  ORDER— See  Dividends  ;  Ordeu. 

permanent    dividend    order.    1083-1085. 
I'ERSOXAL  INJURIES — See  Rkli!.\sk  ;  Emi'i.oyees  ;  Emim-ovees"  Benefit  Asso- 
ciations. 

•release   of   claim    for,    1551,    1552. 
PERSONAL  PROPERTY— See  Aoiieement  :  Sai.k. 

assignment  by  corporation,  1502. 
1'IIILADELPIIIa"  STOCK  EXCHANGE— See  Listing  Stock, 

rules   of,    1964. 
I'HILIl'PINE   ISLANDS— 

articles  of  incorporation,  283. 
I'LACB  OF  BUSINESS — See  Amendment  to  Chaktek.s  ;   Charter;  OFFICE, 
certificate  of  change  of    (Connecticut),  59. 
New  Jersey,  197. 
Texas,  321. 
Vermont,  333. 
notice    of  change   of    (California),    24. 
resolution  for  change  of,   1692. 
PLAN — See  Dissoldtion  ;  Holding  Companv  ;   Increase  of  Capital;   Reorgan- 
ization. 

for   acquisition   of   entire   stoclc   of  another   corporation,    2035. 
PLANT — 

agreement   for   lease   of   entire,    1205. 
manufacturing,  lease  of,  1209. 
PLEDGE — See   Agreement  ;    Bond    Issues  ;    Collateral  ;    Negotiable    Instru- 
ments ;    Notes  ;    Short    Term    Notes  ;    Stockholders'    Agreements  ;    Sale 
AND   Pledge  of    Stock;   Mortgage;    Guarantt. 

agreement  for  hypothecation  of  stocks  and  bonds,  904. 

for  storage  of  property  on  leased  premises,  1532,  1533  note. 
in   relation   to,    1535. 

to  transfer  stock   to  bank  for  debt,   895-898. 
appointment  of  custodian  for,  on   leased  property,   1534. 
assignment  of  equity   in   pledged  collateral,   924. 
notice  to  pledgor  after  sale  of  pledged  stock,  931. 

of   sale   of   collateral    securities,    925. 
of  corporate  securities   by  corporation,   agreement  with   bankers,   912. 
of  book   debts,    1198. 
of  money  due  under  contract,   1493. 
of  stock   with    collateral    agreements,   905. 
of  unissued   capital   to  secure   advances  by  bank.   910. 
resolution   authorizing   president   to   pledge   securities,   924. 
restriction  on   power  to,   regulating  clause,  658,  569. 
PLEDGED   STOCK—  ,  ' 

power  of  attorney  to  transfer,  763. 
POOLING    AGREEMENT — See    Agreement  ;     Option  ;     Stockholders'     Agree- 
.ments  ;   Reorganization  ;  Voting   Trusts  ;   Close   Corporation. 
form  of,  1133. 
PORTO    RICO— 

annual  report  of  domestic  corporation,  289. 

of   foreign    conroration,    298. 
articles   of  incorporation,   286. 
certificate  as  to  paid  in  capital,  287. 
of  amendment    to    articles,    287. 

of  consent  to  be  sued  and  designation  of  agent,  294. 
of  dissolution    by    consent    of    two-thirds    of    stockholders,    290. 
of  dissolution  l)y  unanimous  con.sent,  292. 
of  sulistitution  of  agent,  290. 
revocation   of  appointment    of   agent,    296. 
revocation  of  consent   of   agent,    297. 
verified  statement  for  foreign   corporation,  293, 
written   consent  of  agent,  295. 


INDEX.  2101 

[REFERENCES    ARE    TO    PAGES.] 

POWER — See  Cuarteu  ;  General  Object  Ci-auseh  ;   Regulating  Clacses  ;    By- 
Laws  ;    Capital    Stock    Clauses;    Specific    Ouject    (i^uses  ;    1'ower    ok 

Attohnky. 
POWER     OF     ATTORNEY — See     AfiENT ;     BvLaws  ;      Foreign     Corporation; 
Proxy;   Reollating  Clauses;   Stock;  Transfer;   Athjrney  ;    Power. 
Rhode   Island  corporation,  ."JOl.  • 

West   Vli-Klnla   corporation,    .".4  7. 

and   dftached   assiKument,   New   York    Stock   Exchange  form,    700,   701. 
for  meeting  to  eouslder  consolidation,   1701. 
general,    15oG. 

letter   of   attorney   In   fact   for   corporation,    11012. 
New   York   Stock   Exchange  form,    l!t4H. 
revocation    of,    15G1. 
substitution    under,    15G1. 
to  accept  stock,   052. 

to  act   after   organization    (Maine^,    052,   082. 
to  prosecute   claim    against   government,    1558. 
to  receive    dividends,    1085. 
to  recover  debts,   1562. 
to  renew   voting  trust  agreement,    1120. 
to  represent   corporation    in   bankruptcy   proceedings,   20.11. 
to  sell  stock  tind  receive  dividends,   1560. 
to  subscribe,   627,   628,    630. 

with  application  for  preferred  stock,  1007. 
to  transfer  stock,   1560. 
with   interest,    1557. 

revocation  of,  631,  632,  653,   1063,   1561. 
POWER   OF    SUnSTITUTION  — 

New  York   Stock   Exchange  form,  757. 
POWER   COMPANY — • 

indenture    securing    first    mortgage    gold    bonds,    1249. 
PREFERRED  STOCK — See  Bond  Issues;  By-Laws;  Capital  Stock  Clauses; 
Dissolution  ;   Dividends ;   Flotation ;    Increase  of  Capital  Stock  :   Stock- 
holders'    Agreements  ;     Reorganization  ;     Subscription  ;     Certificate     of 
Stocks. 

advertisement  of,   by  bankers,  989,  995,  996,   1003. 
agreement  for  funding  of  arrears  of  dividends,   1100. 
application  for,   with  bonus,   1006-1007. 

with  power  of  attorney  to  subscribe,   1007. 
certificate   of,   746-753. 

first   preferred,    748. 

increase  of  capital  by  Issue  of.   1648. 

U.    S.    Steel    Corporation,    750. 
clauses  of  mortgage  regulating  conversion  of  l)onds   into,   1326. 
endorsed    guaranty   on,    1085,    1086. 
exchangeable  for  common  stock,  578,  587,  588,  752. 
guaranteed,   charter   clause,   595. 
notice  of  dividends  on,   1088,   1089. 

payable  in   installments,   1094. 

of  Increase  of  stock  by  issue  of,  1650,  1651. 

of  special  meeting  to  increase  capital  and  issue,  1666. 
offer   to   stockholders   of  privilege   to   subscribe   for,    1674. 
power  to  retire,  184,  580. 
power  to  redeem,  184,  580-585. 
prospectus  for  983-907. 

reservation  of  right  to  retire,  554.     See  Capital  Stock  Clauses. 
resolution  of  stockholders  authorizing  execution  Of  first  mortgage,    1423. 
restricting  voting  power  on.  5.^7-559.     See  Capital  Stock  Clauses. 
secretary  and  treasurer's  letter  concerning  issue  of,  999. 
subscription  for,  623,  643. 

with   bonus,  638,  045,  994. 


2102  INDEX. 

[references  are  to  pages.] 

PREFERRED  STOCK— <-ontinued. 

voting  power  when  dividends  unpaid,  574. 
limited,    582,   597. 
denied,    581. 

for  directors  of  certain  class  only,  590. 
PRELIMINARY     AGREEMENT — See     Agreement;     Contract;     Option;     Pbo- 
MOTEES  ;    SuB.scRiil'ioN  ;    Stockholders'    Agreements. 
for   incorporation.    000. 
of  American   Cigar  Co.,   607. 
of  American   Snuff   Co.,   604, 
of   manufacturing  company,   611. 
PRELIMINARY  EXPENSES— 

agreement  between  promoters,  618. 
PRESIDENT — See  By-Laws  ;  Officers. 

by-laws  as  to,  690,  697,  704,  709,  721,  727,  732,  739. 
object  clause  as  to,  541. 
PRINCIPAL  PLACE  OF  BUSINESS — See  By-Laws;   Charter;   Office;  Place 

OF   BlSINES.S. 

office   and   books,    charter   clause,   539. 
affidavit  of  corporators  as  to  346. 
by-law.s   as   to,   713,    725,   729. 
certificate  of  change  of,  Connecticut,  59. 
California,    21. 
Vermont,   333. 
notice  of  change  of,   California,  24. 
/  resolution  for  change  of,  21,   197,   1692. 
PROCEEDINGS   FOR   ABANDONMENT   OF   CORPORATE   ENTERPRISE,   1763. 

— See  Dissolution. 
PROFITS — See  Dividends  ;  Preferred  Stock. 

PROMOTERS — See  Agreement  ;  Formation  ;  Issue  of  Property  for  Stock  ; 
Option  Agreements  ;  Subscription  ;  Offer  ;  Organization  ;  Reorganiza- 
tion ;   Merger  and  Consolidation. 

agreement  between   to   finance  promotion,   982. 

by  corporation  and  syndicate  permitting  exploration  work,   803. 

by  member   of   syndicate    to    do    exploration    work,    805. 

by  majority  stockholders  to  sell  property  to,  816. 

as    to    preliminary    expenses,    618. 

between    promoters    and    holders    of    options    to    transfer    property    for 

stock    in    proposed   corporation,    815. 
for  extension  of  options  and  surrender  thereof,  813. 
for  lease   with   option   to   purchase,    810. 
for  organization  and  preliminary  advances,  615. 
for  sale    of    options,    812. 

for  sale  of  entire  capital  stock  in  exchange  for  stock  of  vendee,  865. 
to   give  option   on  stock  to  syndicate  to  do  exploration   work,   805. 
preliminary    to    formation    of   American    Cigar    Co.,    607. 
of  Atlantic  Snuff  Co.,  604. 
manufacturing  corporation,  611. 
assignment   of   patent   to,   858. 
bond  to  keep  options  in  force,   813. 

consent  of  stockholders   to  sale  of  entire   corporate   property,   833. 
contract    of    subscription    and    agreement    with,    613. 
escrow,   818. 

minutes  of  stockholders'  meeting  authorizing  purchase  of  property  from,  864. 
notice  of  acceptance  of  option,   814. 

promoters  of  consolidation,   offer  to  exchange  stock,   850. 
promotei-s    of    holding   companies,    agreement    to   consolidate,   1759. 
offer   addressed   to,    to    underwrite   shares,    942. 
offer    to    transfer    property    to    corporation,    in    exchange    for    stocks    and 

bonds,  856. 
option   agreement,    788,   799. 

on  manufacturing  plant,   789. 

to  sell   business   to   promoters  of   consolidation,   702. 


INDEX.  2103 

[nEFEBENCES  AUK  To    I'AOKS.] 

PROMOTERS — continued. 

for  property   to  l)o  taken  over  by  jiroposed  corporation,   70C. 
to  purchase   concession,    71)7. 
to  purchase  property,   809. 
preliminary  agreement  for  incorporation,  COO. 
remun<'ration   of,   regulating  clause,   Ti-JL'. 
resolution,    to    give  option,    S14. 
PROMOTION — See  Thomotkus. 

I'UOOK — See   AKtiUAVix  ;   Acknowljdgme.nt  ;    CEiiTiriCATE. 
of  deht  due  corporation  In  bankruptcy  ijroceedlngs,  2008. 
of  secured   debt   in    bankruptcy   proceedings,    20U'J,   2010. 
of  service  of  notice,   IT.j.'i. 
I'ROl'IiltTY — Sec  Agkeement  ;  Contiiact  ;  General  Object  Clauses;  Isscb  of 
Stock  fok  Pkoi-euty  ;   Lease  ;  Moutga(je  ;   Oi'tiux  ;   I'uomoteu.s  ;   Sale  ;   Land. 
agreement  for  purchase  of  by  corporation,  844. 
to  sell    for   stock   and  bonds,   840. 
for   purchase   of,   and   payment   for   in    stock,    830. 
certificate  of  a|)pralsement  of,   exchanged  for  stock,  8G9. 
direction  to   sell   on  roiiuest  of  slockhoklcrs,    regulating  clause,   567. 
minutes  of  stockholders'  meeting  authorizing  purchase  from   promoters,   8G4. 
notice  to  remove  on  expiration  of  lease,   1221. 
offer  to   transfer  for  stock,  837. 

by  promoter  to  transfer   for  stock  and  Iwnds,  85G. 
power  to  acquire  and  hold,  540. 
proposal    to    exchange    for   stock,    837. 
resolution  to  purchase  in  exchange  for  stock,  859. 
to  sell  in  exchange  for  stock  and  cash,  800. 
of  stockholders   authorizing  sale   for   stock,   802. 
of  directors   authorizing  purchase   with   stock,   863. 
subscription  payable  in,  048. 
PROPOSAL — See  Advertisement  ;  Offeu  ;  Notice  :  Option  ;  Agreement  ;  Sale. 
PROSPECTUS — See  Advertisement  ;  Flotation  ;  Notice  ;  Offer  ;  Stock  ;  Bond 
Issues  ;  Short  Term  Notes. 
form,   983. 

for   preferred   stock,   985-989,   990,   993,   997. 
for  sinking  fund  bonds,  1008. 
Issued  by  brokers,  987-989. 
of  brokers  for  bonds  and  stock,  1016. 
PROTEST — 

against  bond  issue  by  stockholder,   1271   note. 
PROVISIONAL  CERTIFICATE — See  Certificates  of  Stock;  Temporary   Cer- 
tificate ;  Uefixitivk  Secirities. 
where  stock  not  fully  paid-up,  744. 
PROXY — See  Annual  Meeting  ;  Banks  ;  Bond  Issues  ;  By-Laws  ;  First  Meet- 
ing ;  Voting;   Merger  and  Consolidation;  Minutes;   Stockholders'   Meet- 
ings ;  Powers   oi"  ATT0RNf:Y  ;   Attorney  ;  Agent. 

and  waiver  of  right  to  subscribe  for  increase  of  stock,   1726. 
by-laws,  provisions  for,   695,   720,   730. 
for  annual  meeting,   10."(3,   1054. 
for    bondholders'    meeting,    1472. 

first  meeting  of  incorporators,   1053. 
unlimited   period,    1060. 
proceedings   to    dissolve   corporation,    1059. 
Bpecial  stockholders'  meeting  to  increase  capital  stock,  1058. 
to  increase  capital  and  amend  charter,  105S. 
to  dissolve  national  bank,  il744. 
to  two  attorneys,  1055. 
to  several    attorneys.    1055,    1060. 
receipt  of  notice,  agreement  and,  1654. 
revocation   of,    1002. 
substitution   of,    1061. 

United  States  Steel  corporation,  form  of,  1056. 
voting  by,   regulating  clause,  557. 


2104  INDEX. 

( REFERENCES    ABE    TO    PAGES.] 

PUBLIC    SALE — See    Advertiseme.nt  ;    Offkr  ;    Notick  ;    Sale;    Bond    IssCEs; 

ri.EDGE. 

PUBLICATION — See  Affidavit  ;  Notice. 

notice.    1045. 

certificate  of,    1644. 
PUBLIC  WORK — ^See  United  States;  Proposal;  Agreement. 

agreeruent  to  complete  unfinished,   15128   note. 

guaranty  of  making  contract  for,   If  bid  accepted,   1528  note. 

notice  of  reception  of  proposals  for  and  form  of  bid,   1528  note. 
PUBLISFIED  NOTICE — See  Notice;  Increase  of  Capital  Stock:  Amendment 
OF  Charter;   Advertisement;  Annual   Report;   Advertisement;   Affidavit. 

charter  clauses  as  to  notice,  569. 
PUBLISHER'S  CERTIFICATE,  23,  40,   198,   3.50,   835,    1043. 

Q. 
QUICK  ASSETS — See  Preferred  Stock  ;  Bond  Issues  ;  Assets. 

covenant  in    trust   deed   to  keep   on    hand,    1327. 
QUIT — See  Landlord  ;  Lease  ;  Tenant. 

notice  by  landlord   to  tenant  to,   1220. 

notice  of  tenant  of  intention  to,   1221. 
QUIT-CLAIM  DEED — ^See  Deed. 

by   corporation,    1184. 

R. 

RAILROAD — See  Car  Trusts  ;  Bond  Issues  ;  Reorganization  ;  Rolling  Stock. 

agreement  for  right  of  way,   1531. 

general   mortgage   bond,    1322. 

lease  of,  1213. 

subscription  to  stock  of,  625. 
RATIFICATION — See  Minutes  ;  Proxy  ;   Waiver. 

of  minutes   of  directors'   meeting,    680. 
RECAPITALIZATION — See  Increase  of  Stock  ;  Decrease  of  Stock  ;  Reorgani- 
zation ;    Merger   and    Consolidation  ;    Dissolution. 

notice  of  stockholders*  committee,  in  re,  617. 
REAL    ESTATE — See    Deeds  ;    Agreement  ;    Land  ;    Lease  ;    Mortgage  ;    I'rop- 
ERTY  ;    Bond   Issues  ;    Option. 

offer  to  sell,   811. 
RECEIPT — See  Increase  of  Stock  ;   Reorganization  ;   Subscription  ;   Install- 
ments ;   Calls  ;    Merger  and   Consolidation. 

application   for   shares   and,   363. 

for  documents    deposited    in    trust,    1541. 

for  installments,  640,  782. 

for  stock  deposited   under  agreement,   2043. 

for  stock  deposited   under   escrow   agreement,   817. 
transferred  as  security   for  debt,  898. 

for  subscription,    642. 

of  notice,   agreement   and   proxy,    1654. 

stock   allotment,    1661. 

subscription  payable  in  Installments  and,  638. 

for  fractional  shares   of  increase,    1663. 

under  plan   to  acquire  stock  of  another   corporation,   2043. 
RECEIVERS — See  Bond  Issues  ;   Bankruptcy  ;   Reorganization  ;  Plbdgh. 

bond   of    (Illinois),    2006. 

certificates,    2006-2008. 

clause  for  appointment  of  in  pledge  agreement,   1198,   1199. 

notice  of  offer  to  buy  assets  and  pay  calls,  786. 
time  within  which  to  present  claims,  2045. 
REDE^IPTION — See    Bond   Issues;    By-Laws;    Preferred   Stock;    Negotiablr 
Instruments  ;   Notes  ;    Mortgages  ;   Pledge. 

notices  in  re,  1445-1461. 

of  preferred  stock,   regulating   clauses,   580,   581. 
REDUCTION — See   Amendments    to    Charter  ;    Decrease    of    Capital    Stock  ; 
Directors ;    Increase  of    Stock  ;    Reorganization  ;    Dissolution. 

regulating  clause  In  re,  554. 


INDEX.  2105 

[REFERENCES    ARE    TO    PAGES.] 

REFUNDING  AND   IMPROVEMKNT  MORTGAGE  BONDS,   i:{30. 

clauKes  regulating  issue  of.    I.'i41. 
RKFUN1>ING    GOLD    NOTES — 8fe    Bo.nd    Issues;    Neootiable    I.nsthlments  ; 
Notes. 

offer   of,    HOG. 
RE(;iKTKKED    HONDS — See    Br-LAWS  ;    Cehtieicates    of    Stock  ;    I.vcrease   of 
Stock;    Listi.no   Securities   on    Stock   Exchanges;   Transfer;    Rk«istrar: 
Keoisthatio.n. 
certificate,   744. 

effect   as   notice,    regulating   clause,    r>69. 
REGISTRAR — See    By-Laws;    Capital    Stock;    I.nckease    ok    <APiTAr,    Stock; 
Listing   Secijrities    on    Stock    Exchange  ;    Transfer  ;    Registered    Stock  ; 
Bond  Issues  ;  Reorganization. 
certificate    to,    1070. 
contract    with,    1902. 
resolution   appointing,    1069-1070. 
REGISTRATION — 

of   forfeited   stock,   556. 
of  trade  marlcs,  1932-1937. 
REGISTRY — 

endorsement  on  bond,  1228.   1318. 
REGISTRY  OF   CORPORATION — -See   Foreign    Corporations;    State   Forms. 
REGULATING    CLAUSES — See    By-Laws;    Capital    Stock    Clauses;    General 
OuJECT  Clacse.s  ;  Specific  Ou.iEcr  Clvisfs. 
accounts,   547. 

advertisement,   notice  by,   569. 
auditing- accounts,   547. 
auditors,  548. 
balance  sheet,  548. 
books, 

examination   by   stockholder,   70.   549. 
power    to   close    transfer.    549. 
to   examine,    549. 
by-laws,    power    of   directors    to   adopt,    567. 
calls   and   assessments,   555. 
payment  of,   554. 

setting    off    dividends    against,    561. 
cash   dividends,    562. 
change  of  stock   issue,  552. 
classification  of  directors,   563. 
cumulative  voting,  558,  559. 
directors, 

compensation    of,   .565. 

for  extra   services,   565. 
control  over  capital  stock  and  dividends,  551. 
disqualified,  acts  of,  564. 
dividing   into    classes,    563. 
effect  of  resolution   signed  by   all,   565. 
executive  committee,  power  to  appoint,  70.  56«. 
increase    of,    564. 
interested,   564. 
management   by,   563. 
officers,  appointment  of,  568. 
power  to  fill  vacancies  in  board,   564. 
restriction    on    power    to   mortgage   or   pledge,    568,    569. 
sale    of   property    by,    568. 

to  sell   property  on   request  of  majority  of  stockholders,   567. 
defaced  or  lost  certificates,   562. 
dividend,    560. 
cash,   562. 

payment   on    stock   held   jointly.    561. 
of  profits  in,  562. 


2106  INDEX., 

[BEFEUEXCES    ARE    TO    PAGES.] 

REGULATING  CLAUSES — continued. 

providing    for    contingent    account    and    distributing   balance   of    proflts 

in,   561. 
setting  off  against  call,  5G1. 
stock,   562. 
examination  of  books  and  accounts.  70,  549. 
executive  committee,  70,  566. 
increase   of   stock,   552. 
disposition  of,  553. 

prior  right  of  stockholders  to  subscribe  for,   553. 
status  of,  553. 
lending  money  on  and  purchasing  own  stock,   562. 
lien   of   corporation    on   stock,    77,    560. 
meetings,    holding  out  of  state,    70. 
mortgage  lien  not  to  be  created  without  consent  of  preferred  stockholders, 

216. 
notice   by   advertisement,   569. 
computing  time  of,  570. 
manner  of  giving,   569. 
signing,   569. 
officers,    appointment,    567. 

removal,  567. 
preferred  stock,    reservation   of  right  to   retire,   554. 

restricting  voting  power  on,   557,   559. 
recognition   of   stockholders,   550. 
reduction  of  capital  stock,  554. 

restriction  on   power  to  mortgage  or  pledge,   568,   569.  ,^ 

right  of  continuing  stockholders  to  purchase  shares  of  retiring  stockholder, 

550. 
sale  of  property  by  directors.   568. 
shares   jointly    registered,   551. 
stock,  allotment  of,   554. 
disposition   of,   554. 
disposition  of  increase  of,  553. 

forfeiture  for  non-payment  of  calls  and  assessments,  555. 
registration   of  forfeited   stock   purchased,   556. 
transfers  and  certificates.   549. 
transmission   by    death,    550. 
voting,  at  stockholders'  meetings,  556. 
by   proxy,   557. 
cumulative,  558,  559. 
manner   of,    556. 

power  to  form   voting  trust,   560. 
restrictions   on   preferred   stock,   560. 
RELEASE See  Agreement  ;   Bond  Issues  ;   Contract  ;    Stockholders'   Agree- 
ments ;  Personal  Injuries  ;  Mortgage  ;  Suhscription. 
agreement   to  pay  money   with,   1554. 
by    employee    for    personal    injury,    15.52. 

covenant  not  to  sue  stockholder  on  account  of  stock   liability,   1553. 
general,   to  a   corporation,    1551. 
of  claim  for  personal  injuries,   1551.  1552  nole. 
of  mortgage   by   corporation    (Illinois),    1194,    1195. 
of  part  of  mortgaged  property,  1195. 
of  stock   subscription,   632. 
REMITTANCE — See   Incubase ;    Subscription;    Dividends;    Voucher;    Check; 
Underwriting. 

application  for  shares  with,  637. 
REMOVAL  OF  OFFICE — See   Principal   Place  of  Business  ;   Amendment  to 
Charter  ;  Place  of  Business  ;  Location. 
regulating   clause.    567. 
REMUNERATION  OF  PUOMOTKRS—See  Promoters. 
general  object  clause,  542. 


INDEX.  2107 

[REFErtENCES    AUK    TO    PAGES.] 

REJORGANIZATION — .See    Dis.soi-l'tiox  ;    Meuoeu   and    Consouuatios  ;    Votixg 
TUL  sTs ;     KEiAi  iTAi.iZATio.v ;    Chaxok  ;     l.NCitKASE    OF    Capital    Stock  ;    De- 

CREAKK    OK    CAI'ITAL    STOCK. 

agrwmeiit  for,  1804.  1802. 

of  bankrupt  corporation,  1828. 

for  readjustment   of  debt   In   accordance   with   plan,    1818. 
to  siuniiiler  notes  and  take  other  security   If  plan  elTecilve,   1174. 
asalKument   of   ccrtllieate   of   deposit    under   aKreement   for,    18-11. 
bondholders'    deposit    aKn'oment   for    insolvent   corporation,    1843. 
call    for    assessments    due    under    plan    and    agreement,    1878. 
certificate  of  deposit  of  claim  under  agreement,  1840. 
endorsed  assignment  of,   1841. 
of  deposit,  l'J14. 

of  bonds  under  agreement  of  merger  and  consolidation,  1918. 
of  stock,   1915. 
of  common    stock,   1917. 
clauses  In  various  agreements  for. 

abandonment  of  plan,  18;!2,  ISGC. 

accounts  of  committee,  1S25,  1838,  185.J,  1871. 

assessments,   1804. 

bonds,  deposit  of,  1844. 

transfer  to  committee,  1801. 
certificates  of  deposit.  1819,  1831,  184o,  18.52,  1803. 

agreement   to  accept.    180,"). 

transfer  of,   ISor,.   1819,   1831.   1804. 

uegotiability.   1820,  1831,   1803. 
claims,  manner  of  deposit,  1804,   1814,  1817,  1819,  1830. 
committee,  general  powers,  1805,  1820,  1821,  18:«,  1843,  1807.  18G9. 

changes  in,   1807,   1824,  1837,   1843,   1845,  1854.   1871. 

expense  of,  1807,  1824,  1835,   1S37,  1S45,  1853,   1808,   1870. 

compensation  of,  1807,  1824,  1837,  1845,  1853,  1871. 

majority  may  act,  1845,  1872. 

personal  Interest  not  to  disqualify.  1824.  1838,  1845,  1853,  1872. 

personal  liability,  1807,  1824,   1S3S,  1845,  1853,  18.54,  1871. 

power  to  deal   with   property  acciuired.   1805. 

power  to  adopt  plant,  1846,   1853,  1805. 

rejection  of  claims,  1800,   1814,  1818,  1819. 

power  to  procure  loans,    1800,   1835,  1809. 

power  to  deal  with  deposited  obligations,  1819,  1847,  1852,  1807. 
construction  of  plan  by  committee,  1822,  1832,  1852,  1867. 
conveyance  ot  property  to  new  company,   1806,  1830,  1809. 
deposited  claim  not  to  merge  or  be  released,  1825,  1839,  1873. 
depositary,  1819,  1838,  1845,  1854. 

change  in,  1839. 
distribution  of  new  securities,  1800. 

enumeration  of  specific  powers  not  to  limit  general  powers.   1825.   1876. 
execution  of  agreement  in  counter-parts,  1807,  1818,  1830,  1847,  1873. 
further  assignments,  1805,  1819. 
majority  of  depositors  to  control,  1854,  1855. 
modification  of  plan,  1800,  1813,  1822,  1832,  1805. 
notice  to  depositors.   1805.  1826,  1832,  1840.  1854,  1860,   1873. 
powers  as  to  property,  1835. 

proceeds  of  sale  of  property  by  committee,   1800. 
stock,  transfer  to  committee,  1804,  1831,  1852. 
termination  of  agreement.   1847,   1853. 

third  parties  to  acquire  no  rights,   1825.   1831.   1839.   1848.   1873. 
time  limit  for  deposits.   1814,   1820,  18.32,  1853,  1803. 
voting  power  of  committee,   1821,  185^;,   1808,   1870. 
■underwriting  by  committee,  1838,  1370. 

withdrawal  from  agreement.   1810,   1822,   1847.   1S54,   1805,    1806. 
final   notice  by  committee  reipu^sting  deposits.   1910,   1911. 

requesting  deposits  and  penalty  for  uou-compliance,  1911. 
of  reception  of  deposits,  1912. 


2108  INDEX. 

[references  are  to  pages.] 
REORGANIZATION— roK/inwed. 

iustallment,    notice   of  committee   calling  for,    1911. 

letter    to   secured   creditors   as    to   reorganization    of   bankrupt    corporation, 

1827. 
minutes  of  special  meeting  to   increase  stock  and   reorganize,   1056. 
notice  by  committee  of  security  bolders  in  re  merger.   ISUl. 
by   committee    requesting   deposit   of   bonds,    lUOl. 
of  modified  or   substituted  plan  for  readjustment  of  debt,    1814. 
by   committee   under   protective   agreement,    of   offer   to   purchase   secur- 
ities and  termination   of  agreement,   1913. 

of  exchange   of  certificates  of  deposit   for   definite  securities,    1921. 
of  return  of  bonds  deposited  under  agreement,  1920, 
of  withdrawal   of   deposit   agreement,    1919. 
of   distribution   to    holders   of   certificates   of   deposit,    1920. 
final,    requesting   deposits,    1910,    1911. 
by   committee   of   time   limit   on   deposits   and   creation   of   voting   trust, 

1877. 
of  election  to  terminate  deposit  agreement,   1894. 

of   formation   of    bondholders'    protective    committee    for    insolvent    cor- 
poration,   1842. 
of    call    of    installments    under    agreement    and    notice    to    holders    of 

securities  not  deposited,    1896. 
of  committee  calling  for  final  installment  on  securities  deposited.   1911. 
of     committee     representing    security     holders     requesting    deposits    of 

securities,   1892. 
of   committee   of   third   mortgage   bondholders,    1894. 
in  reference  to  plan  of  reduction  of  capital  stock,   1899. 
of   default   In  Interest  and  request  for   deposits,    1849. 
of  extension  of  time  to  make  exchange  of  securities,   1914. 
to  deposit  stock  under  plan  of  reduction  of  capital,  1898. 
to  deposit  under  plan  of  reorganization,   1907. 
of  filing  of  account  of  reorganization  committee,    1923. 
of  formation  of  preferred  stockholders'  protective  committee,   1850. 
of  committee  declaring  plan  operative  and  extending  time  for  deposits, 

1902. 
of   protective   committee   of  income  bondholders,    1895. 
of    committee    as    to    exchange    of    certificates    of    deposit    for    new    cer- 
tificates of  stock,   1921. 
of  reorganization  committee  requesting  deposits,  1899,   1900. 
of  committee  declaring  plan   operative,    1901,   1902,   1903. 
of  stockholders'  committee  In  reference  to  deposit  under  plan  of  reduc- 
tion of  capital,   1897. 
of  resolution  to  extend  time  of  deposit  of  stock  under  agreement,   1908. 
of    committee    declaring   plan    operative    and    limiting    time    for    deposit 

of  securities,   1903. 
of  adoption   of  bondholders'  agreement,    1904. 
of   adoption    by    committee    of    plan    and   agreement   for    reorganization, 

1856. 
of  expiration   of  period  within  which  bonds  may  be   deposited,    1912. 
of  modification  of  plan,   1906. 

of  extension  of  time  to  deposit  securities,  1908,   1909. 
of  further  extension   of  time  to  receive  deposits,    1909. 
of  special  meeting  to  increase  capital  and  reorganize,   1653. 
to   bondholders   and    stockholders    of    plan   and   agreement    for    reorgan- 
ization, 1856. 
to  l>ondholders  by  committee  of  approval  of  plan,  etc.,  1874. 
to    bondholders    of    formation    of    committee    and    request    for    deposits, 

1881. 
to   stockholders   of  approval   of  plan   and   right  to   withdraw  stock  on 
payment  of  expenses,   1875. 
plan  and  agreement  for  reorganization  of  allied  corporations,    1884. 
of  reorganization,   1859. 
for  readjustment  of  debt,  1809. 


INDEX.  2109 

tnEFEREXCES     AUK    TO    PAfJEB.] 

REORGANIZATION— con^iMtted. 

imlilishcd    notice    of    adoption    of    plan    nnd   a>,'rfpmpnt    to    protPd    boadhoJd- 
ers,    1  !•()■■{. 

hy    (finiinlttce    formed    l.y    nuTKer    of    separate    eomniltlecs    of    Heparate 
corijoratlons,    1803. 
right  to  exchange   certiJkates  of  deposit   for   stock   certiflcateK,   1921'. 
statement   of   financial   condition   of   liiHolvent   corporation,    1848. 
stockholders'    protective   agreement   for   Insolvent   corporation,    18r»l. 

reorganization   agreement  and   notice  of  steps  to  <arry  out   same,    1879. 
underwriting  agreement   for,  1)00. 
KEI'OHTS — See  A.n.mai,  Kei'Ort  ;  Foiieicn  ConpoiiATiox.s  ;  State  Forms;  State- 

ilENT. 

annual  report  to  .stockholders,  2027,  20.31. 
resolution    autliorlzlng    filing   of,    1070. 
KESEUVATION— See  Capital  Stock  Clauses. 

of  right  to  alter,    amend,    or    repeal    charter,    546. 
of   right    to    retire   preferred   stock,    554. 
RESIGNATION — See  Ry-La\v.s  ;   Directobs  ;    Minl'tes  ;  Officers. 
generally,  070,   10(;4.   1072,   1073. 
resolution  accepting,  079. 
RESOLUTION — ^See  A.me.nd.ments  to  Charters  ;  Asse.ssments  ;  Auditor  ;  Bank 
Bo.VD     Issues  ;      By-Laws  ;      Calls  ;      Cehtiiicates  ;      Contract  ;      Counsel 
Decrease    of    Capital    Stock;     Decree;    Dissolution;     Diuectohs  ;     Divi 
i>em)s  ;     Extension     of     Duration  ;     Foreign     Corporations  ;     Guaranty 
Increase  of  Capital  Stock;  Installments;  Issue  of  Stock  for  Property 
Meetings;      Merger;      Minutes;      Mortgage;      Negotiable     Instru.ments 
Officers  ;    Option    Agreements  ;    Patents  ;    Place   of    Business  ;    I'ledge 
Preferred     Stock  ;     Promoters  ;     Property  ;     Registrar  ;     Reorganiz.vtion 
Resignation  ;    Sale  ;    Scrip  ;    Si:al  ;    Shares  ;    Short   Term    Notes  ;    Special 
Meetings  ;    State    Forms  ;    Stock  ;    Stockholders'    Agreements  ;    Subscrip- 
tion ;  Transfer;  Treasurer;  Treasury  Stock. 
certificate  of  passage  of,   l)y  secretary,  1071.   1039. 
confirming  previous  minutes,    1068. 
signing  i)y   all   directors,  effect  of,  565. 
RETIRING  STOCKHOLDERS— See  Agreement;  Stockholders'  Agreements. 
right  to  purchase  stock  of,  550. 
corporation,   affidavit  of   (Mo.),   183. 
RETURN — See  Reports. 

of  judges  of  election.  835. 
REVOCATION— See  Subscription. 

of  subscription,    generally,    031,    632,   653. 
of  power  of  attorney,  1561. 
of  proxy,    1062. 
RHODE  ISLAND— See  State  Forms. 
acknowledgment,    388. 
articles    of    association,    300. 

certificate   returned   to   Secretary    of   State.    300. 
foreign   corporation — power   of  attorney,   302. 
power  of  attorney — domestic  corporation,   301. 
RIGHT  OF  WAY— See  Water. 

of  railroad,  agreement  for,  1531. 
agreement  to  lay  pipe.   1528. 
RIGHT  TO  RETIRE— See  Preferred  Stock. 
preferred   stock,    regulating   clause.   554. 
RIGHT  TO  SUBSCRIBE— See   Increase  op  Capital  Stock  ;   SuBScRrPTiow. 

to   Increase  of  capital  stock,  553. 
ROLLING  STOCK— See  Car  Trusts. 
ROYALTY— See  Patents. 

agreement,  in  re,  1509  tiofe. 
RULES — See  Listing   Securities  on  Stock  Exchanges;   Employees'  Benefit 
Association. 

S. 
SALARY — See    By-Laws  ;    Directors  :    Employee  ;    Officer  ;    Agent. 
assignment  of,   15S4. 


2110  INDEX. 

[references  are  to  pages.] 
SALE — See  Agreement;  Contract;  Directors;  Issue  of  Stock  for  Property; 
Merger  and  Consolidation;   Stockholders'   Agreements;   Reorganization; 
Property ;     Pledge ;     Bond     Issues  ;     Sale    and     Pledge     of     Stocks     and 
Securities. 

bill  of,  by  corporation,  1409. 
bill  of,  to  corporation,  1500. 
assignment  of  bill  of,  with  warranty,   1501. 

of  entire   business   to  another   corporation,    819,    840,    847,   848,   1756. 
consent  of  stockholders  to,   833. 
election   return   on   proceedings   for,    534. 
minutes   of    directors    meeting    to    consider,    830. 
notice    of    stockholders    meeting    to    consider,    1630. 
offer    to   purchase,    831. 
of  collateral    securities,   notice   of,    925. 
of  good-will  and  right  to  use  name,  1504. 
of  property  by   board  of  directors,   5G8. 
of  secret  process,   1505. 
resolution   authorizing  sale,    1753. 
SALE  AND  PLEDGE  OF  STOCKS  AND  SECURITIES — See  Agreement;  Bond 
Issues;    Contract;    Flotation;    Issue    of    Stock    for    Property;    Stock- 
holders' Agreements  ;   Underwriting. 

assignment  of  e(]uity  in  pledged  collateral,  924. 

agreement  by   corporation  to  advance   money   on   improvement  notes,   906. 

for   sale  of   corporate   stocks   and   bonds,   873. 

for  sale  Of  stock  with  collateral  conditions,  878. 

for  sale  of  stock  on  credit  and  pledge  of  stock  to  pay  debt,  888. 

for  sale  of  stocks  and  bonds,   881. 

for  location  of  plant  and  sale  of  stock,   883. 

for  hypothecation  of  stocks  or  bonds,   904. 

to  sell  stock,  875-878. 

to  deposit  stock  in   escrow,   900. 

to  sell   stock   received  for  patent,   880. 

to  complete  public  work   In  consideration  for  stock,  893. 

to  subscribe  to  bonds  and   convey  land  on  location  of  plant,   884. 

to  exchange  bonds,  888. 

to  purchase  notes,  908. 

with   broker  for  sale  of   stock,   881. 

with   broker.   892. 

with  creditor  bank  to  take  stock  for  debt,   895. 

with   corporation   by  bank   for   loan   to   be   secured   by   pledge   of   securi- 
ties,  1912. 

broker's  memorandum  of  sale  of  bonds,  893. 

collateral  note,  900,  902,  903. 

contract  for  advances  of  money  in  consideration  of  stock,  909. 

endorsed  agreement  to  take  back  stock  at  par,  873. 

note  secured  by  collaterals  with  power  of  sale,  901. 

Motice  of  sale  of  shares  by  special  master  on  foreclosure,  929. 

of  sale  of  collateral   securities,   920. 

of  public  sale  of  collateral  by  trustee  on  default  in  interest,  926,   927 

of  public  sale  of  stocks,  928. 

of  public  sale  of  stock   belonging  to   municipal   corporation,  930. 

of  execu-tor's  sale  of  stocks,  930. 

of   adjourned  sale,  931. 

to  pledgor  after  sale  of  pledged  stock,  931. 
offer  to  return   stock   transferred  to  secure  debt  to  bank,   898. 

to  sell  stock   to  purchasers  of  l>onds,   887. 

to   purchase   entire   capital   stock   to   be   deposited  by   stockholders,    MCi.. 
pledge   of  stock   with   collateral   agreements,   905.    . 

of  uncalled   capital   to   secure   advances  by  bank,   910. 
published  notice  to  stockholders  of  offer  to  buy  entire  capital  and  of  terms 

of  deposit  agreement.  932. 
receipt   and    agreement    for    stock    deposited    as    marginal    security,    892, 

for  stock  deposited  as  security  for  debt  to  l>ank,  897. 


INDEX.  2111 

[REIERENCES    ABE   TO    PAGES.] 

SALE)— continued. 

resolution    to   sell    treasury   stock,   899. 

autliDilzliiK  president   to   sell   and   pledge  bonds,   899,   924. 
Stockholders'   deposit   u«reeineni    under   an   offer   to   buy   stock,   1»;{3. 
vendor's  aKreeineut  jjuaranteelng  dividends  on  shares  with  option   to  repur- 
chase, 871. 

schedulp: — 

of  contributions   to   employes'   Ijoneflt  association,    1004. 
SCillP — See   Bond  Issues;  Inckeasb  oi    Stock;  Suuscitii'TiON  ;   Divide.nds 

certificate,   1081. 

dividend,   1080. 

income   mortgage  bond,   1318. 

resolution   authorizing,   1080. 
SEAL — 'See  Bv-I^aws  ;  Ohca.nization  ;  Minutes.  I| 

by-law  provisions,  093,  701,  713,  720,   729. 

certificate  of  Impression   of    (Colorado),  50. 

resolution   adopting,   074. 
SECOND   I'UKFEKKED   STOCK   CKHTIinCATI-:^ — See   Cektificates   of   Stock; 

I'KEFEUHEU     STOCK. 

form   of,    749   note. 
SECRET  1:H0CESS — See   Patents. 

agreement  for  sale  of,  1505. 
SECUETARY — See  Bv-Laws  ;  Directors'  Meetings;  iNCORroRATio.s  ;  Minutes; 
Oath. 

agreement  for  employment  of,    1505   note. 
by-law  clauses,  091,  097,   705,   710,   722,   727,   735,   739. 
certificate  of  passage  of  resolution,   1071,   1039. 
charter  clauses,  353. 
oath   of,   082. 
SECURITIES — See    Bond   Issues;    Capital   Stock    Clauses;    Certificates    of 
Stock  ;    Checks  ;    Flotation  ;    Issue    of    Stock   for   I'ropertv  ;   Negotiable 
instruments  ;  Notes  ;   Suort  Term  Notes  ;  Pledge  ;   Reorganization  ;   Sale 
AND  Pledge  of  Stock  ;  Stockholders'  Agreements  ;  Stock  ;  Underwriting. 
power  to   issue,   539,   540. 

to   acquire   and   hold,   533,   534,   535. 
to  borrow   money  and   Issue,  535. 
listing  of.    See  Listing  Securities  on  Stock  Exchanges  ;  Stock  Exchange. 
SEPARATE   ASSIGNMENT   OF   SHARES  ^OF    STOCK— 

detached  assignment,  700,  701. 
SHARES    OF    STOCK — See    Agreement  ;    Bv-Laws  ;    Certificates    of    Stock  ; 
Capital    Stock    Clauses  ;    Issue   of   Stock    for    Property ;    Pledge ;    Sales 
AND  Pledge  of  Stock  ;  Stock. 
allotment   letter,   037. 
application  for  and  receipt,   636. 

with    remittance,    037. 
assessments,   calls  and  forfeiture  of,   770-787. 
Jointly    registered,  551. 

Hen   of   corporation   on,    regulating   clause,    560. 
offer  to  purchase  under  deposit  agreement,   940. 
power  of  attorney  to  subscribe,  027,  628,  030. 
to  transfer,  703. 

to   transfer    (New   York    Stock    Exchange   forms),    757-701. 
resolution  to  make  call  upon,  776. 
SHORT    TERM    NOTES — See    Bond    Issues;    Coupons;    Negotiable    Instbd- 
MENTS  ;  Notes  ;  Flotation  ;  Securities. 
form   of,    1150,    1100. 
notice  of  maturity  of,   1100. 

of  payment  of,  1165. 
offer  for  sale,  1165,  1100. 
resolution   authorizing  Issue,   1101,    1163. 
with  covenant  against  mortgages.   1163. 


2112  INDEX. 

[bbfbrences  are  to  pages.] 
SINKING    FUND — See   Bond    Issues  ;    Bi-Laws  ;    Notice  ;    Prefebbeb    Btock  ; 
Redemption. 

bonds    (paper   company),    1332. 

certificate  of  notary  public  as  to  drawing  of  liouds  for,  1449,   1450.    . 

of  sinking  fund,  commissioners  as  to  drawing  bonds  for,  1451. 
clauses  providing  for,   1328,   1336. 
convertible   coupon   bond,    1330. 
first    mortgage    bonds    (coal    company),    1334. 
notices   in  re  redemption  of   bonds,   1448-1453. 
prospectus  for,   1008. 
80LIC1T0K — See  By-Laws;  Agent;  Attokney  ;  Codnskl. 

resolution   appointing,    1067. 
SOUTU  CAROLINA — See  State  Forms. 
acknowledgment,    338. 

annual  report  of  foreign  corporation,  308. 
application  for  amendment  of   charter,   305. 
application  and  statement  by  foreign  corporation,  30«. 
by-laws,  714. 

declaration  and  petition  for  charter,   304. 
domestic  corporation,   annual   report,  307. 
return  of  corporators,   304. 
SOUTU  DAKOTA — See  State  Forms. 
acltnowledgment,  388. 

amendment  to  articles  of   incorporation,  312. 
articles  of  incorporation,   311. 

foreign   corporation,   appointment  of   resident  agent,   313. 
SPECIAL  MASTER— 

in  foreclosure  proceedings,  notice  of  sale  of  shares  by,   929. 
SPECIAL  MEETINGS  OF  STOCKHOLDERS — See  Annual  Meetings;   Amend- 
ments TO  Charters;  By-Laws;  Dissolution;  Increase;  Meeting;  Merger 
AND  Consolidation  ;   Minutes  ;   Notice  ;   Proxy  ;   Voting. 

by-law  provisions,  684,  694,  702,   703,  719,  726,   731,  738,   739. 
minutes   of  special   meeting,    1638. 

to  consider  sale  of  entire  corporate  property,  831. 
to  dissolve  corporation,   1767. 
to   increase  capital  stock,   1643. 

and  reorganize   corporation,    1656. 
notice   of   special   meeting  4 

to  increase  capital  stock,  1641,  1642,  1068,  1669,  16Te. 

to  amend  charter  and  Increase  capital,   1634. 

to  authorize  corporate  mortgage,  1631. 

to  authorize  issue  of  notes,   1632. 

to  authorize   issue  of  bonds,   1632. 

to  authorize  pledge  of  stock,   1035. 

to  consider  proposed  contract,   1629. 

to  consider  consolidation,  1692,   1703,   1704. 

to  consider  conveyance  of  all  property,   1630. 

to  consider  sale  of  cars,  lease,  etc.,  1031. 

to  consider  increase  of  indebtedness,   1633. 

to  change  date  of  annual  meeting,  1636. 

to  increase  stock  and  amend  charter,   1667. 

to  dissolve  corporation,  1765. 

to  reduce  capital  stock,  1677. 

to  increase  capital  stock  and   issue  preferred  stock,   1666. 

to  pass  on  purchase  of  entire  assets  of  anotlier  corporation,  1630. 

to  Increase  capital  stock  and  rcor;,'anize  company,   1653. 

to  increase  indebtedness  and  authorize  bond  issue,  1633. 

of  corporation   organized  under   special   charter  to  accept  provisions   of 

later  act,  1635. 
called  by  resolution  of  board  of  directors,  1636. 
of  call   of  meeting  by   majority   of  stockholders,   1637, 
by  one  stockholder,  1638. 


INDEX.  2113 

[SBTERXNCES    ARE    TO    PAGES.] 

SPECIAL  MEETINGS  OF   STOCKHOLDERS— continued. 

proxy   for   mooting   to   IncreaBe   capital   stock.    I(i5«.      See    Pkoit. 
by-law  proviulons,  885,   720,   730. 
quorum,  G84,   694,   703,   720,   726,   731,   7.^8. 
Btockholdor-s'   call   for   Hpoclal   meetlnj?  of  stockholders,    1637. 
voting,    08-.,    004,    70,'!.    720,    720.    731,   738. 
waiver   of   notUo   of   meeting   for   general   purposes,    1628. 
SPECIFIC   OH.IECT    CLAUSES    (alphabetically   arranged),   396-591. 
for  agricultural   Implements,  89. 
automobiles,   103. 
clothing  business,    212. 
financial   agents,   76. 
investment   company,    105. 
oil  company,   128. 

United    States   Steel   Corporotlon,   2017. 
SPECIFIC  PLEDGI-)— 

of  iKjok   debts,    1108. 
STANDARD  OIL  COMPANi'— Sep  Tuusts  and  Combinations. 
notice  of  disintegration  pursuant  to  decree  of  conrt.   1802. 
STATEMENTS — See   Articles  ;    C'khtificates  ;    Declabation  ;    Foreign    COHro- 
BATI0N8  ;  State  For.ms. 

acknowledgment  of.     See  State  Forms. 
as  to  the  Issue  of  stock,    (Virginia),   338. 
for   obtaining  credit,    1542.    1543,    1544,    1546. 
of  domestic   corporation    (Oklahoma),   259. 
of  Incorporation    (Illinois),  88. 

to   State   Corporation   Cominission    (Virginia),   330. 
STATE  FORMS — See    Acknowledgme.nts  ;    Articles  ;    Certificate  ;    Declara 
TioN  ;  Foreign  Corporations. 

(for  each  state  see   name  of  state   In   its  alphabetical  order   in   this  index.) 

see  generally   pp.   1-391. 

STOCK — See    Bv-Laws  ;    Capital    Stock    Clauses  ;    Certificates    of    Stock  ; 

Decrease  of  Capital  Stock;  Increase  of  Capital  Stock;   Issle  of  Stock 

FOR  Property  ;  Preferred  Stock  ;  Sale  and  Pledge  op  Stock  ;  Stockholders' 

Agreements  ;  Subscription  ;  Reorganization  ;  Underwriting  ;  Voting  Tbu.st. 

agreement  for  control  of,   1134. 

for  purchase  of  property  and  payment  in.   839. 
to  hold  la  trust  for  employee,  1570.     See  E.mployee. 
to   purchase   stock   purchased   in   consideration   of  employment,   1577. 
to  sell  property  for  bonds  and,   846,  848. 
allotment  of,   charter  clause,  554. 
receipt,  1661. 
warrant,    1662. 
fractional   warrant,   1664. 
application   for.      See    Subscription. 

application  for  new  certificate,  771.     See  Lost  Certificate. 
assessment   upon.     See  Assessments,  Call  and  Forfeitures   of  Stock. 
resolution   for,   776. 

order  of  referee  in  bankruptcy  for,   777. 
assignment  of  shares  to  be  held  in  trust,  1139. 
book    (Ohio),    237. 

certificates,  746-770.     See  Certificates  of  Stock. 
application   for  new,   771. 

assignment  by  endorsement.  New  York  Stock  Exchange  forms,  757,       * 
creating   holder  a   creditor,   755. 
detached   assignment   of,   761. 
full-paid,    703. 
IllinolB  form,   762. 
Northern    Securities   Company,    745. 
notice  of  lost,  771,  772. 


2114  INDEX. 

[REFERKNCES    ARE    TO    PAGES.] 

STOCK — continued. 

partially   paid,    "43. 

preferred   stock,   746-753. 

provisional,    not   fully  paid,   744. 

resolution  adopting,  680. 
to  purchase,   674 
conversion  of  bonds  into,   mortgage  clanso,   l.'!2fi. 
directors'  resolution  accepting  offer  to  sell  property  for,  838. 
disposition   of,   regulating  clause,  554, 
dividends.     See  Dividends. 

regulating   clauses,    561,   562. 
forfeiture,    proceedings   for,    781.'-7S7.      See    Assessments  ;    Calls. 
Issue,   change  of,   charter  clause,  552. 
journal,    776. 
ledger,   768-770. 

letter  of  deposit  In  trust,    1138. 
notice  of  call  upon,  777,   778,   779,  780.     See   Call. 

of  public  sale  of,  925-928,  930. 
offer  to  transfer  property  for,  837. 
option,   1135. 

order  for  issue  of  certificates,  869. 
pooling  agreement,  1132. 
power  to  acquire  and  hold  company's  own,  533-534. 

and  hold   stock   of  another   corporation,   534,   535. 
power  of  attorney  to  transfer,   763,   1560. 

to  sell  stock   and   receive   dividends,    1560. 
proposal  to  exchange  property  for,   837. 
receipt   for   Installment,    787. 
reserving   lien   to   corporation,   754. 

stockholders'    resolution   accepting  offer   to   sell   property   for,   838. 
subscription  before  organization,  620,  621,   622. 

for  preferred  stock,  623-628. 

payable    in    installments,    68,    639.      See    Subscriptions. 
transfer  book,   764-766. 

by-laws  as  to,  692,   700,   701,  710,  723,  725,   736. 

charter   clauses,   549. 
waiver  of  notice  of  call  upon,  780,  781. 
STOCK  EXCHANGE — See  Listing   Securities  on   Stock  Exchanges. 
STOCKHOLDERS — See   Annual    Meetings  ;    By-Laws  ;    Incorporation  ;    Meet- 
ings ;    Minutes  ;    Special    Meetings  ;    Stock  ;    Stockholders'    Agreements  ; 
Subscription  ;    Reorganization  ;    Voting   Trusts. 
committee,  notice  in  re  recapitalization,   617. 
consent  to  sale  of  entire  corporate  property,  833. 
covenant  not  to   sue  on   stock   liability, 
guaranty  for  credit  extended  by  bank,  1546. 
journal,  238,   767. 
ledger,  238,  770. 

by-law  provisions,  728. 
list  of  (New  .Jersey),  1048. 
minutes  of  first  meeting,  657-659,  663-665. 

of  adjourned   meeting,   667. 
prior  right  to  subscribe  for  increase,  553. 
protest  against  bond   issue,   1871   note. 
resolution   authorizing  loan,   1190. 

authorizing  mortgage,   1190. 

concerning  defaulted  lease,   1222. 
right  to   purchase  shares  of  retiring  stockholder,  550 
temporary  certificates,   1664. 
waiver  of  notice  of  first  meeting  of,  656,  657. 


INDEX.  2115 

[KEFEItE.NCLS    ABE    TO    PAGES.] 

STOCKIIOLDKKS"     AGKKKMKNTS — See     Aokkemkxt  ;     Bv-I-aws  ;     Contuact  ; 

HOI.UINO    COMI'ANV  ;    I.NCIIEA.SE    OF    CaI-ITAI,    StoCK  ;    Ol'TION    AlillKEMENT.S  ;     I'UO- 
MOTEIIS  ;     liKOlitJANIZATION  ;     VoTINO    TK1ST8  ;    ISSLE    OK     STOCK     ioll    I'UoIEUTY  ; 

Close  Coki-ouatio.v  ;   Pooling  Agkeeme.nt. 
agreement  for  control  of  stock,  ll.'{4. 

transfer  of   vendor's  shares   In   trust   for   company,    1141. 
a  close  corporation,   li;n. 
assignment  of  shares  of  stock  to  be  held  In   trust,   li:'.!i. 
Carnegie    Iron-clad    agreement,    'JOlil. 
clause   in   agreement  in  re   control   of   stock,    11:50. 
deposit    agreement    for   stock    offered    to    he    purchased    hy    another    eorpora- 

tlon,  93. 
letter  of  deposit  of  stock  In  trust,   11.38. 

notice  to  stockholders  o£  offer   to   buy   stock   undi-r   terms  of  deposit  agree- 
ment,  932. 
offer  and  agreement  to  donate  stock  to  a  corporaiidn,   1142. 
pooling   agreement.    1133. 

resolution   for  appraisal  of  stock   held,   113fi. 
stock   option,    113"). 
stockholders'    arbitration   agreement  and    award   thereon.    1143. 

agreement  to  join  in  litigation  based  on  deceit  in  s;ile  of  slock,  1145. 
agreement  to  vote  together,   1111  note. 
STOLEN    INSTRUMENTS — See   Lost   Certificates  ;    Hum)    Issies  ;    IJo.nd. 
STORAGE — See  Agreement. 

of  consigned   property,   lease   of   premises   for.    I."i32. 
appointment  of  custodian  of,   1534. 
STUB— 

of  stock  certificate,  757. 
SUB-CONTRACTOR — See  Contract  ;  Agheement  ;  Contractor. 

bond  of,  1487. 
SUBSCRIBER — See    Agreement;    By-Laws;    Fikst    Meeting;    Incorporators; 
Minutes  ;   Meeting  ;   Suhscription. 

agreement   to    purchase   bonds   from,    1437. 
minutes  of  first  meeting  of,  057,  659,  663. 
SUBSCRIPTION — See    Agreement;    Assessment;    Bond    Issues;    Flotation: 
Holding    Company  ;    Incorporators  ;    Increase   of   Capital    Stock  ;    Merger 
AND    Consolidation  ;    Organization  ;    Reorganization  ;    Stock  ;    Underwrit- 
ing. 

advance,   for   controvertible  debentures,   1432. 
agreement   to   assume,    051. 
agreement  i)efore  organization,  620,  021,  622. 
of    incorporators   after   organization,    022. 
for    preferred   stock,    623,    638.      See    Preferred    Stock. 
for  sale  of  stock  to  capitalists  to  offer  same   to   i)ublic,  977. 
for    sale    of    stock    of    Illinois    corporation    sold    by    N(;w    Jersey    cor- 
poration,   640. 
allotment    letter,    637. 

and   terms  of  proposed  stock   issue,   024. 
application    for    shares   and    receipt.    0:iO. 
and  remittance,  637. 

for   preferred    stock    with    bonus,    10(10,    1007. 
for   subscription   to   bonds,    1025. 
blank,    633. 
by  letter,  634. 

for  Increased  stock,   1600.      See   Increase  of  Capital  Stock. 
certiticate   of,    for  ten   per   cent   of   capital    (OhioK    2.'i9. 
payable    in   installments,   035,   641. 
conditional,    025-(i27,   630,   0.38. 
contract,    and    agreement    with  .promoters.    613. 
contract,    633,   634,  635,  636. 

for  additional   shares   payable    in   installments.   635. 
for  stock,  671. 
for   stock   offered   by    broker,    038.   904. 


2116  INDEX. 

[refkrexcls  are  to  pages.] 

SUBSCRIPTION — continued. 
for  stock  above  par,  642. 
for   full-paid  stock,   635,   1006. 
for  bonds,  1436. 

for  bonds  with  stock  bonus,   1435,  2042. 
list,  633. 

notice   of    right  to   subscribe   to   stock    In    new   company   or   take   cash   divi- 
dend. 628. 
offer   of   treasury   stock   to   public.    1005. 
payable   in   Installments,   623,    624,   638,   639. 
payable   in  property,   648. 
power  of  attorney   for  627,  628.   630. 
providintf  for  is!?ue  of  preferred  stock,  643. 

and   bonus,   645,   D04. 
receipt,   notice  of  dividends  on,    1088. 
receipt  for,  642. 

for   debentures.    1435. 
for   Ixjnds,   1436. 

for  bonds  with  bonus  of  stock,  1435. 
for  installment  paid,   640. 
release  of,  632. 
revocation   of,   631,  632,   653. 
to  stock  of  railroad  company,  625. 
to  stock  above  par  payable  in  installments,   1005. 
to  preferred  stock  offered  by  brokers,  994. 
transfer  of,  650,  651. 
warrant  for  debentures,   1432. 

fractional,    1433. 
with    collateral    agreements,    649. 
SUBSTITUTION — See  Power  of  Attorney  ;  Proxy. 
power  of.  New  York  Stock  Exchange  form,  757. 
of  proxy,   1061. 

under   power  of   attorney,    1561. 
SUB-UNDERWRITERS — See  Underwriters. 
SUPPLEMENTAL  MORTGAGE,    1399,    1407,    1410. 
SfTRETY — See   Bond;    Guarantv. 

bond  to  indemnify,   143C,   1484. 
SURPLUS — See    Capital    Stock    Clause.s  ;    By-Law.s  ;    Dividends  ;    Prefbbhed 

Stock  ;  Sinking  Fund. 
SURRENDER — 'See   Dissolution;    Reorganization. 

of  charter  before  organization,   1771. 
SYNDICATE — See   Bond    Issues  ;    Brokers  ;    Fi.otation  ;    Option    Agreements  ; 
Promoters;    Stockholders'    Agreements;    Ueurganization  ;    Underwriting; 
Voting   Trusts. 

agreement  to  purchase  and  resell   mines,  9S1. 

T. 
TABLE— 

showing  actual  rate  of  income  on  dividend  paying  stocks  at  various  prices. 
1102. 

TAX See  Annual  Reports  ;  Foreign  Corporations  ;  Internal  Revenue  ;  State 

Forms. 
TELLERS — See  Inspectors;   .Tud(;es  ;   I:i.ection. 
TEMPORARY    CERTIFICATE — See    Certiiuates    of    Stock  ;    Subscriptio.n. 

form   of,   1664. 

notice  of  exchange  for  mortgage  bonds,   1424. 

voting  trust,  notice  of  exchange  for  definitive  certificates.  1129. 
TENANT — See  Lease  ;  Landlord. 

notice   to   quit   l)y    landlord,    1220. 

notice  of  intention  to  quit  by,  1221.  , 

notice  to  remove  property  at  expiration  of  lease,   1221.  / 

notice  to,  of  conveyance  to  purchaser,  1222. 


INDEX.  2117 

fnEFERENCFTS    ABE    TO    PAGES.] 

TENNESSEE— See  Fokichin  C(inr<>i(ATio.NS. 
acknowledgment,    389. 
amendment  to  charter,  310. 
charter  of   Incorijoratlon,   31.'i. 
foreign  corporation,  annual   report,  317. 
TESTIMONIUM   CLAUSE — 
of  deed  poll,   1223. 
of    Indenture,    1223. 
TEXAS — -See  Foueion  Corporations. 
acknowledgment,    381). 
aflldavit   to   accompany   charter,    320, 

amendment    changing    name    of    place    of    business,    381. 
amendment  increasing  capital  stock.  319. 
annual    report   of  a   corporation,    323. 
anti-trust  affidavit,   32.''>. 
charter    of    domestic    corporation,    319. 
TIMI5ER    CEirriFICATES— 

notice   of   payment   of  coupons   on,    1444. 
TIME — See  Notice. 

of   notice,    coHjpuflng,    regulating   clause,    ,570. 
TRACTION    COMPANY— See   Car  Trusts;    Rolling   Stock;    Railroad. 
TRADEMARKS — See  Patents. 

application  for  cancellation,  1938. 

for   applicants   under   ten-year   proviso,    1936^. 
declaration   for    corporation   or  association,    1935. 
for  a   firm,    1934. 
for  an   Individual,   1033, 
for  foreigner  under  act  of  1906,   1937. 
notice  of  opposition,   1938. 
object  clauses,  536,  537. 

petition    for    registration    under    federal    law,    1932. 
statement   for  corporation   or  association,    1934. 
for  a  firm.   1933. 
for   an   individual,    1932. 

for  individual  under  Sec.  3  of  Act  of  1906,    1937. 
for    registration,    1935. 
warning  against   unfair   copipetltlon.    19.30. 
TRANSFER— See     Assignment  ;     CEUTincATES     of     Stock  ;     By-Laws  ;     Bond 
Issues;    Increase    of    Stock;    Registrar;    Stock;    Listing    Securities    on 
Stock  Exchange. 

agent,   by-laws   as   to,   692,   724. 

book.     See  Stock  Journal  ;   Stock  Ledger ;   Books. 
closing  of,    bylaw  provisions,   692,    700,   725. 
power  to  close,  549. 

notice   of   annual   meeting   and  extension   of   time   for   closing,    1043. 
resolution  adopting  form   of,  673. 
of  shares,  regulating  clauses,  549,  550. 

by-laws,   692.   700,   701,   710.   723,   728.   736. 
New  York   Stock  Exchange  forms.   757-761. 
of  subscription,   650,  651. 

power  of  attorney  to  accept,  and  act  after  organization    (Maine),  652. 
of   stock,    power   of   attorney    for,    763. 
TRANSPORTATION— 

telegraph   and  electric  business,   object   cMuise,   644. 
TREASURER— See  By-Laws;  Directors'   Meetings;   Minutes. 
bond  of,  681,  682. 

charter   clauses   as   to   duties   of,    353. 
by-laws  as  to,  690,   698,   705,   710,   722,   728,   735,   739. 

as  to  l)ond  of,  601,  699,  722,  728,  735. 
deed  by,   for   forfeited   stock.   785. 
resolution    as    to    deposit    of    funds.    673. 

as   to   payment   of  corporate  moneys.   673.   674. 
naming  bank  as  depositary,  674,  680. 


2118  INDEX. 

[REFEUENCES    ABE    TO    PAGES.] 

TREASUUY   STOCK — See  Bv-Laws  ;   Capital  Stock  Clauses;   Incohpokation  ; 
Minutes  ;  Issue  of  Stock  for  Peopertv. 
agreement  with  fiscal  agent  to  sell,  979. 

to  donate  stock  to  a  corporation,   1142. 
charter   clauses,    327. 
offer    of,    to    public,    1005. 
resolution    to   sell,    899. 
TRUST — See  Axti-Tkust  Affidavit;  Bond  Issues;  Ixcrease  of  Capital  Stock; 
Stockholders  ;   Agreement  ;    Trustee  ;   Trusts   and  Cojibinations  ;    Voting 
Trusts. 

affidavit  as  to   connection   witli,   95,    180.   325,   360. 
as  to  funds  of  emplo^^ees'  bcnoflt  association.   1603. 
acceptance  of   by   trustee  under   supplemental   mortgage,    1409. 
agreement    to    transfer    vendor's    shares    to    secretary    in    trust    for    corpora- 
tion,   1141. 

to  hold  stock   in,   for  cmploypc,    1570. 
assignment  of  shares  to  be  held  in,   1139. 
certificates,   guaranteed,    1371. 
declaration   of,    in   land,    1185. 

by   trustee  of,   1186. 
deed,   securing   first    mortgage   bonds,    1225. 

between  benefit  association  and  trustee,  1598. 
securing  collateral  trust  bonds,   1277. 
guaranteed  trust  certificates,   1370. 
of  shares  of  stock   for  benefit  of  employees,    1587. 
securing   income   bonds,    1302. 
indenture  securing  gold  notes,  1382. 
letter   of   deposit   of   stock   in,    1138. 
TRUST  COMPANIES — See  Merger;  Trustee;   Bond  Issues. 
notice   of   merger    (Pennsylvania),   1708. 
agreement  for  merger  of    (Pennsylvania),   1709. 
TRUSTEE — See  Trust  ;  Bond  Issues. 
declaration   by,    1186. 

certificate  l)y  trustee  on  Ijonds,   12.30.   1259,  1281,   1305,   1346,   1385. 
for  bondholders,   notice   of  vacancy   in   office,    1474. 
notice  of  appointment  of  successor,   1474,   1475. 
of  public  sale  of  securities,   926,   927. 
of  sale  of  real  estate  under  trust  deed,    1477. 
of  sale  of  collateral  securing  bonds,   1476. 
object  clause  for,   77. 
TRUSTS  AND  COMBINATIONS — See  Disintegration;  Dissolution. 

preferred    stockliolders'    protective    agreement    in    re    disintegration    of    The 

American   Tobacco   Company,    1779. 
notice    of    formation    of    stockholders'    committee    to    formulate    above    plan, 

1778. 
certificate  of  deposit  of  stock  under  above  plan,  1790. 
certificate  of  deposit   of  bonds   under  above  plan,   1791. 
forwarding  schedule   of  securities   under  al)ove   plan,    1792. 
notice  of  extension  of  time  to  deposit  bonds  under  alx)ve  plan,   1793. 
published  notice  of  depositing  Ix)nds  under  above  plan.   1794. 
notice   of   listing   of  certificates    for    stock    deposited    under   above    plan    and 

of  extension  of  time  to  deposit  stock,  etc.,  1794. 
notice  of  approval  of  plan  and  of  right  to  wltb.draw  bonds,   1795. 
circular  letter  concerning  last  mentioned  notice.   1786. 
circular  letter  to  stockholders  in  reference  to  plan  of  disintegration,  1797. 
decree  for  disintegration  of  The  American  Tobacco  Company,  1S02  note. 
notice    by   brokers   concerning  excV.ange   of  securities,    1802. 
notice   of    disintegration    of    Standard   Oil    Company    pursuant    to    decree    of 

court,    1802. 
resolution    of  directors    of    Northern    Securities    Company    concerning    reduc- 
tion   of    capital    stock,    amendment    of    cliarter    and    calling    stockholders' 
meeting,    1678,   1679. 


INDEX.  2119 

[nEFEREXCES    ABE    TO    PAGES.] 
U. 

UNfUOKWUITING — See   A<ji(Kk.mk.\ts  ;    Bond    Issues;    Flotation;    I.ncbeasb  or 
Capital  Stock  ;  I'humktehs  ;  Ueuugamzation  ;  SuiiscnirTiox  ;  VoTi.vo  Tbcsts. 
acceptance  by  promoter  of  offer  to  underwrite  shares,  044. 

by  company   of  offer   to   underwrite  shares,   945. 
agreement    to   underwrite  del>enture8,   9G1. 

between    trust    company   and   underwriters   for   advance   to    corporation, 
'M2.    ■ 
application   by   underwriter  for  allotment  of   shares,   949. 
authorization    to    arrange  for   pulilic    underwriting,    974. 
Invitation  for  sulwcriptlons  to   underwritln)^,  974. 
letter   of  deposit  of   underwriting  agreement   In   escrow,    957. 
concerning  compensation   of  underwriters,  97.">. 

to  underwriter   informing  him  of  .shares  for  whicli  admitted.  948. 
he    is   required   to   take    up,    948. 
offer  addressed  to  promoter  to   underwrite  shares  in  company  to  be  formed, 
942. 

addressed  to  company,  to  underwrite  shares,  944. 
sub-underwriting   agreement,    972,    97.'>. 
supplemental    underwriting   agreement.   965. 

underwriting  agreement  containing  application  for  allotment  of  shares,  943. 
for  preferred  stock  of  company  to  be  formed,  952,  953. 
no  application   for   shares   necessary — pooling,   94G. 
for  bonds   with    stock   Iwnus,    955,    970. 
for  bonds  of  construction  company,  958. 
for  bonds,  959,   901. 

for  reorganization    of    Connecticut   corporation,    9GG. 
with  company,    949. 

with  vendors,    conditions   and  application,   954. 
underwriting  certificate,   975. 
vendor's    underwriting   agreement,    795. 
UNFAIR  COMPETITION — See  A.nti-Ti{l-.st  Laws  ;  Dissolution  ;  Disintegration 
OP  TatsTS  and  Co.mkinations  ;  Trusts  and  Co.mbinations. 
warning   against,    1939. 
UNITED    STATES— 

bond  for  contract  with,  1527. 

certificate  of  authentication  of  record  under  act  of  Congress,  394. 
contract   with    (Treasury   Dept.),    1523. 
certified   copy  of  contract   with,    1528. 
power  of  attorney  to  prosecute   claim   against,   1558. 
return  of  annual  net  income   under  Internal   IJevenue  Law,  2024. 
•versus  The  American  Tobacco  Company,  forms,  1778-1803. 
UNITED   STATES   STEEL  CORPORATION — 
amended    certificate   of   incorporation,    2017. 
by-laws  of,  G84. 

certificate  of  preferred  stock,  750. 
notice 'of  annual  meeting  to  approve  contracts  in  which  directors  interested, 

1035. 
notices   of   annual   meeting,    1035,    103G. 
proxy    for    first   annual    meeting,    1056. 
UTAH — See  Foreign  Corporations. 

acceptance  of  Constitution  and  appointment  of  attorney  by  foreign  corpora- 
tion, 329. 
acknowledgment,    3S0. 
articles  of  incorporation,  327. 

V. 

VACANCIES — See    By-Laws;    Directors;    Meetings;    Minutes;    Resignation. 

by-laws   as   to,    736,    739. 

in   board   of  directors,   filling.  504. 
VENDOR — See  Agreement;  Assign.ment;  Bill  of  Sale;  Deed;  Issue  of  Stock 
FOR    Phopekty  ;    Oi'Tihn  ;    Promoters  ;    I'rcu'erty  ;    Sale. 

agreement  to  transfer  shares  to  secretary  in  trust  for  company,  1141. 

underwriting   proposition,    795. 


2120  INDEX. 

[references    are    to    PAGH6.] 

VERMONT — See  Foreign  Corporations. 
acknowledgment,  390. 
annual    license    tax   return,   334. 
articles  of  association,  331. 
certificate  of  change  of  domicile,  333. 
certificate  of  change    of   name,    333. 
certificate  of  increase  of  capital  stock,   332. 
certificate  of  paid-up  stock,  331. 
certificate  of  reduction    of   capital   stock,    332. 
foreign  corporation — return   for  registration,  335. 
VESSEL — . 

agreement   for  hiring,   etc.,   1537. 
VICE-PRESIDENT— See  By-Laws. 

by-law   provisions,    600,    698,    705,    721,    727,   733,   73». 
VIRGINIA — See  Foreign  Corporations. 
acknowledgment,    390. 
certificate  of   incorporation,  337. 
power   of   attorney — foreign    corporation,    340. 
statement  as  to  issue  of  stock,  338. 

to    State    Corporation    Commission,    339. 
VOLUNTARY  ASSOCIATION— 
articles  of    (Indiana),  105. 
VOLUNTARY  DISSOLUTION^See  Dissolution. 

order  for  (California),  26. 
VOTING — See   Ballot;    Bv-Laws  ;    Directors;    Election;    Inspectors;    Meet- 
ing ;   Minutes  ;   Proxy  ;   Regulating  Clauses  ;   Preferred  Stock. 
by-law  provisions,  695,  694,  703,   706,  719,   726,   730,   738. 
cumulative,   558,  559. 
by   proxy,    regulating   clause,    557. 
power  of  preferred  stockholders.     See  Preferred  Stock. 

regulating  clause,    557. 
on    preferred    stock    while   dividends    unpaid,    charter    clause,    574. 
VOTING  TRUST — ^See   Voting  ;   Stockholders'  Agreements  ;   Dividends. 
acceptance  of,  1110,   1115. 
certificate,  1107,  1112,  1116,  1118,  1121, 

assignment  of,   1119. 
notice  of  reception  of  deposits  of  stock,   1120. 
of  extension   of   time    to   deposit   stock.    1128. 
by  voting  trustee   of  dividend   on  certificates,    1131. 
of  exchange  of  temporary   certificates  for  definitive  securities,   1129. 
of  cancellation  of  voting  trust  agreement,  1130. 
of  dividend  on  stock  held  in  voting  trust,   1131,   1089,   1090-1092. 
of  termination   of,  and  exchange  of  certificates  for  new  stock,  1129. 
of  dividend   on   stock  held  in   extended   voting  trust,   1132. 
power  of  attorney   for  renewal  of,    1126. 
published  notice  of  renewal  of  and  request  to  holders,  1128. 
renewal   of,   1119. 
letter  in   re  renewal,    1125. 
supplemental  notice  in   ra  renewal,   1127. 
VOUCHER — See  Negotiable  Instruments. 
check,  1177,  1178. 

letter  to  accompany,  1179. 

W. 

WAGON— 

agreement  for   sale   of,   1583   note. 
WAIVER — -See  Assessments,  Calls  and  Forfeiture  of  Stock  ;  By-Laws  ;  First 
Meeting;  Notice;  Special  Meetings;  Directors'  Meetings;  Organization; 
Stockholders'  Meetings  ;  Minutes. 

by-law  provisions  respecting,  721,  731,  737. 

of  notice  of  first  meeting  of  Incorporators,   656, 


/ 


INDEX.  2121 

[KEFKUENCEH    AllH    TO    PAOEH.] 

•WAIVER — continued. 

of  notice  of  meetlntj  to  organizf   (Illinois),  (556. 
of  first   meetlDK  of  sul)8cril)er8   (Ohio),  '^42. 

(West  VIrKlnIa),   057. 
of  notice  of  llrat  meeting  of  directors,  69H,  669. 
of  notice  of  asseHBments,    780,    781. 
of  notice  of  directors'    meetings,    1<)<J6. 

of  notice  of  Htockholders'   meeting   for  genorjil    purposes,    1628. 
of  meeting  to   amend   charter.   247,   li4M. 
of  opening  of  Iwolts   of   Biibscriptlon,   2'.W. 
of  right   to  subscribe  for  Increased  stock,   106."i. 
WARRANT— See  Subsckii-tion  ;   IncbKash  of  Stock;   Diviuend.s  ;   Bond   LssuEa. 
application  for,  16r)9. 
dividend,   1081. 

for  debenture,   1432.  • 

for  increase  of  stock.      See   Incrkasb  of   Stock. 
fractional  stock  allotment,   16fi4. 
fractional,   for  debentures,   14.'^3. 
stock    allotment,    1662. 
WARRANTY — See  Guaranty;  Deed;  Bill  of  Sale. 
assignment    of   bill   of   sale   with,    l.'iOl. 
deed,   corporation   to   corporation,    1183. 
articles  of  agreement   for,    1187. 
WASHINGTON — See  Forkig.n  Cohfokations. 
acknowledgment,    31H). 
articles   of  incorporation,    342. 
foreign  corporation — power  of  attorney,   343. 
WATER— 

agreement  for  right  to  lay  pipe  for,   1528. 
WKST  VIRGINIA — See  Foreign  Corporations. 
acknowledgment,  391. 

affidavit  of  corporators  as  to  principal  place  of  business,  346. 
agreement  for  Incorporation,   345. 

agreement  to  transfer  property  for  full-paid  stock,  677. 
certificate   of  change,   346. 
certificate  of  dissolution,   notice,   340. 
certificate  of  president  as  to  dissolution,   1772. 
certificate  of  change  of  name,   .347. 
foreign    corporation — application    and    preliminary    report,    35*. 

power  of  attorney,  3.51. 
minutes  of  organization  meeting,  659. 
of  first  meeting  of  directors,  675. 
notice  of   dissolution,   1770. 

power  of  attorney — domestic  corporation.   347. 
report  of  election,  348. 
resolution  for  voluntary  dissolution,   1772. 
surrender  of  charter  In^fore  organization.    1771. 
waiver  of  notice  of  first  meeting  of  incorporators,  659. 
of  first  meeting  of  directors,  675. 
WISCONSIN — See  Foreign  Corpor-vtions. 
acknowledgment,  301. 

of  trust  deed,    1270. 
affidavit  for    foreign   corporation,    360. 
amendment  to  articles  of  organization,   354. 
annual    report — domestic   corporation,    356. 

foreign    corporation,    350. 
articles  of  organization,  353. 

certificate   of  newly   elected   officers — foreign    corporation,    33V. 
dissolution   of  corporation,   355. 
foreign    corporation — statement.    357.  « 

supplemental   annual   report,  360. 
trust  deed  of   Power  Company,   1249. 


2J22 


INDEX. 


« 


[REFEREliCES    ARE    TO    PAGES.] 

WORKING  CAPITAL — See  Caiital  Stock  Clauses  ;  By-Laws  ;  Assets  ;  Qu£Ck 
Assets  ;   Sixkino  Fund. 

t>.v-law    provisions.    CO.'},   700.  718. 
WYOMING — See   Foreig.v   CoRrouxxioxs. 

acliDowledsment,   301. 

articles   of    incorporation,    .Sfi'J. 

designation    of   office   and   anent  \,y    foreign    corporation,    3G4. 

foreign  corpgiation-— acceptance  u£  constitution,  363. 


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